Dear CMB Team,

We are writing on behalf of a group of Limited Partners of CMB Maryland Infrastructure Investment Group 37, LP (“CMB 37” or the “Partnership”) regarding the recent sale of the Smith Homes Farm project and the anticipated distribution of the proceeds to the Limited Partners.

We recognize that the Partnership has now completed a very long and difficult process involving the borrower’s default, foreclosure proceedings, the appointment of a receiver, and ultimately the sale of the underlying project. We appreciate the efforts required to bring the matter to a conclusion.

However, given the substantial difference between the approximately $70 million originally contributed by the Limited Partners and the reported $51.562 million received at closing, we believe that the Limited Partners are entitled to a complete and transparent reconciliation of the proceeds and the proposed distribution before the Partnership is wound up.

Our understanding is that up to 140 Limited Partners originally invested $500,000 each, representing approximately $70 million of Limited Partner capital. The Partnership Agreement confirms that $500,000 per Unit constituted the Limited Partner’s capital contribution, while the additional $50,000 paid by each investor was a separate syndication payment to the General Partner.

The Partnership Agreement also provides that Cash Flow from Return of Investments is to be distributed first to the Partners pro rata until their Unreturned Capital Contributions have been fully repaid, with amounts thereafter distributed according to the applicable Percentage Interests. In addition, the General Partner’s 20% interest is expressly characterized as a “profits only” interest with no initial capital contribution.

Against this background, we believe it is essential that the distribution process clearly distinguish between:

1. the return of Limited Partners’ original capital;
2. legitimate third-party costs and liabilities associated with the receivership, foreclosure, sale and winding-up;
3. interest and other amounts owed by the borrower to the Partnership;
4. amounts payable to the General Partner under the Partnership Agreement; and
5. any residual profit, if any, to which the General Partner’s profits interest may apply.

1. Sale proceeds and closing statement

We understand from the financial statements that the Partnership received $51,562,489 at the closing of the sale, after closing costs.

Please provide the complete closing statement and settlement documentation supporting this amount, including:

• the gross sale price;
• all deductions from the gross sale price;
• closing costs;
• legal fees;
• broker or transaction fees;
• taxes;
• receiver-related deductions;
• amounts paid to or on behalf of the borrower or any affiliates;
• amounts retained in escrow or reserves; and
• the precise amount ultimately received by CMB 37.

We would also appreciate confirmation that the $51,562,489 represents the full amount actually received by the Partnership in connection with the sale, rather than an amount net of any additional amounts owed to the Partnership that may be collected separately.

2. Interest owed by the borrower

The financial statements state that the loan had a fixed interest rate of 6%, with interest-only payments due quarterly, and that $4,677,990 of interest receivable was due to the Partnership as of December 31, 2024.

We also understand that the loan subsequently went on non-accrual status for accounting purposes.

The fact that interest ceased to be recognized for accounting purposes should not, in our view, be confused with whether interest continued to be contractually owed by the borrower.

Accordingly, please provide a complete loan payoff/recovery statement showing:

• principal outstanding at the time of the sale;
• all regular contractual interest accrued but unpaid;
• all interest actually received by the Partnership since inception;
• all interest distributed to Limited Partners;
• all Annual Interest Income Pass-Through amounts paid to the General Partner;
• all accrued but unpaid interest as of the sale date;
• any default interest;
• any late charges or other contractual charges;
• any interest or other amounts waived as part of the various forbearance, modification, foreclosure or sale arrangements; and
• the treatment of each of these amounts in determining the $51.562 million received at closing.

In particular, we request confirmation as to whether the $51.562 million includes all accrued contractual interest and default interest owed by the borrower, or whether any such amounts remain separately due to the Partnership.

The Partnership Agreement expressly distinguishes default interest and late charges from ordinary operating cash flow. We therefore believe it is important that these amounts be separately identified rather than simply assumed to have been included in the sale proceeds.

3. Historical interest distributions

The Limited Partners understand that the project generated interest payments during the earlier years of the investment and that distributions were made to Limited Partners during approximately the first four to five years.

Please provide a complete schedule, by fiscal year, showing:

• interest received from the borrower;
• interest retained by the Partnership;
• Annual Interest Income Pass-Through paid to the General Partner;
• amounts distributed to Limited Partners;
• any accrued but unpaid amounts; and
• any amounts subsequently reclassified, waived, reserved or otherwise applied.

This is particularly important because the Partnership Agreement contemplates the Annual Interest Income Pass-Through to the General Partner separately from the Partnership’s interest income. The Agreement also provides that the General Partner’s pass-through is calculated based on the interest accruing to the Partnership and is payable quarterly.

4. Receivership, legal and other expenses

We recognize that the Partnership has incurred substantial expenses as a consequence of the borrower’s default and the subsequent foreclosure and receivership process.

The financial statements disclose approximately $1.947 million of post-year-end funding for receivership and legal expenses and approximately $1.865 million of additional receiver/project costs.

We believe it is appropriate for legitimate and properly documented third-party expenses necessary to protect, recover and monetize the Partnership’s investment to be deducted before distribution.

However, we request a detailed schedule of all such costs, including:

• legal fees by law firm;
• receiver fees;
• property taxes;
• property operating expenses;
• consulting fees;
• transaction costs;
• costs paid to affiliates of CMB or the General Partner;
• costs reimbursed to the General Partner; and
• any other expenses deducted from or expected to be deducted from the sale proceeds.

For related-party expenses in particular, we request the nature, amount, date and recipient of each payment.

5. General Partner Annual Interest Income Pass-Through

We understand from the 2024 financial statements that $4,393,919 remained payable to the General Partner as of December 31, 2024, of which $3,470,903 had been deferred by the General Partner.

We recognize that the Partnership Agreement provides the General Partner with contractual rights concerning the Annual Interest Income Pass-Through.

Nevertheless, given the exceptional circumstances of this investment and the substantial loss of Limited Partner capital, we believe the General Partner should demonstrate leadership and act in the interests of the Limited Partners by voluntarily waiving any unpaid Annual Interest Income Pass-Through that would otherwise reduce the recovery of Limited Partners’ original capital.

We therefore ask CMB to confirm whether the General Partner intends to:

• waive the outstanding Annual Interest Income Pass-Through;
• subordinate it until all Limited Partners have recovered their original capital contributions; or
• otherwise agree that no payment to the General Partner will be made from the sale proceeds to the extent that such payment reduces the recovery of Limited Partners’ original capital.

We believe such an approach would be entirely consistent with the commercial and fiduciary spirit of bringing this investment to an equitable conclusion, particularly given the magnitude and duration of the project’s underperformance.

6. General Partner 20% profits interest

The Partnership Agreement states that the General Partner holds a 20% “profits only” interest and did not make a capital contribution.

We therefore understand that the General Partner’s 20% interest should not participate in the return of Limited Partners’ unreturned capital.

Please provide the precise distribution waterfall that CMB intends to apply to the sale proceeds and demonstrate, numerically, at what point the General Partner’s 20% profits interest becomes applicable, if at all.

Given that the Partnership appears to have realized materially less than the approximately $70 million of original Limited Partner capital, we would expect that no distribution attributable to the General Partner’s profits interest would arise unless and until the Limited Partners’ unreturned capital has first been fully satisfied.

7. Proposed distribution calculation

Before any final distribution is made, please provide a detailed Partnership-level distribution statement showing:

Gross sale proceeds

less:

• transaction/closing costs;
• receivership costs;
• legal costs;
• taxes;
• other legitimate third-party liabilities;
• reserves, if any;
• any other Partnership obligations;

plus:

• unpaid contractual interest;
• default interest;
• late charges;
• other amounts recovered from the borrower;

equals:

Net distributable Partnership proceeds

followed by the application of the Partnership Agreement’s distribution waterfall, including:

1. return of Limited Partners’ Unreturned Capital Contributions;
2. any remaining amounts distributable according to Percentage Interests;
3. any amounts payable to the General Partner; and
4. the resulting distribution attributable to each Limited Partner.

For clarity, we would also like to see this calculation on a per-$500,000 Unit basis so that every Limited Partner can readily understand the amount being returned relative to his or her original investment.

8. Reconciliation with the audited financial statements

Finally, please reconcile the proposed distribution with the December 31, 2024 audited financial statements, including in particular:

• the $70 million outstanding loan;
• the $4.678 million interest receivable;
• the $20 million allowance for credit losses;
• the approximately $50.5 million of Limited Partner capital reflected at year-end;
• the $4.394 million payable to the General Partner; and
• the subsequent $51.562 million sale proceeds.

We believe this reconciliation is particularly important because the accounting treatment of the loan and interest receivable does not necessarily correspond to the final contractual amounts recoverable from the borrower.

Our objective

Our objective is not to challenge legitimate expenses or contractual rights. Rather, we want to ensure that the final distribution is transparent, fully documented and consistent with the Partnership Agreement.

After more than a decade, the Limited Partners deserve a clear accounting of what happened to their original $500,000 investment, what was recovered, what remains recoverable, and why each dollar is being allocated in the proposed manner.

In particular, we believe that:

• legitimate third-party costs required to complete the receivership and sale should appropriately be deducted;
• all contractual interest, default interest and other amounts owed by the borrower should be fully pursued and accounted for;
• the General Partner’s profits interest should not dilute the return of Limited Partners’ unreturned capital;
• the General Partner should strongly consider voluntarily waiving or subordinating its outstanding Annual Interest Income Pass-Through given the circumstances; and
• no final distribution should be made until the Limited Partners have received the detailed reconciliation and distribution waterfall described above.

We would appreciate receiving the requested information and supporting documentation before any final distribution is made.

We remain hopeful that CMB will approach the final stage of CMB 37 with the transparency, fairness and investor alignment that the Limited Partners reasonably expect after having had their capital committed to this project for more than a decade.

Sincerely,

Limited Partners of CMB Maryland Infrastructure Investment Group 37, LP