Extract to table

This written consent shall be effective as of the date of signing of the Operating Agreement and the Joint Venture Agreement, January 12, 2026

2-acre site located at 1500–1580 Wills Street, Baltimore, Maryland 21231 (Block 7419, Lots 1–6, Baltimore City) (collectively, the "Project" or the "Property"); WHEREAS, the Members desire to adopt certain initial resolutions to authorize the Managing Member to take certain actions on behalf of the Company incident to its formation and initial operations, including, without limitation, the qualification of the Company to do business in the State of Maryland, the opening of bank accounts, the authorization of capital contributions, the acquisition of the Project site, the procurement of construction financing, the engagement of contractors and professionals, and such other matters as are necessary or advisable in connection with the organization and commencement of operations of the Company; and WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Operating Agreement

FURTHER RESOLVED, that the execution and delivery of the Amended and Restated Operating Agreement dated as of January 12, 2026, by and between Fairwater HP Manager, LLC, as Managing Member, and Prescott HP Investor, LLC, as Non-Managing Member, together with all exhibits, schedules, and ancillary agreements attached thereto or executed in connection therewith, are hereby ratified, approved, and confirmed in all respects, and the Operating Agreement shall constitute the governing agreement of the Company as contemplated by the Delaware Limited Liability Company Act, 6 Del

FURTHER RESOLVED, that the registered agent and registered office of the Company in the State of Delaware shall be Incorporators & Associates, Inc

FURTHER RESOLVED, that the Company shall be classified as a partnership for United States federal income tax purposes, and the Company shall not make an election under Treasury Regulation Section 301

(b) For any single document or series of related documents binding the Company to expenditures in excess of Five Hundred Thousand Dollars ($500,000) that are not contemplated by or included in the approved annual budget, the prior written consent of Prescott HP Investor, LLC shall be required pursuant to the Major Decision provisions set forth in Section 5