Extract to table

NOW, THEREFORE, the undersigned, in their respective capacities as Chief Financial Officer and General Counsel of Fairwater Real Estate Investment Trust, hereby certify to Prescott HP Investor, LLC as follows: SECTION 1: DEFINITIONS All capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the JV Agreement or the Operating Agreement, as applicable

To the extent that a term is defined in both the JV Agreement and the Operating Agreement, the definition in the JV Agreement shall control for purposes of this Certificate unless the context clearly requires otherwise

As used in this Certificate, the following terms shall have the meanings set forth below: "Board" means the Board of Trustees of Fairwater Real Estate Investment Trust

Capital calls shall be issued in accordance with the approved JV budget and development schedule, subject to the approval rights set forth in the Operating Agreement

Any dispute arising out of or relating to this Certificate shall be resolved in accordance with the dispute resolution provisions set forth in Section 14

shall be an express third-party beneficiary of this Certificate for such purpose