Form 8-K

8-K — Stewards, Inc.

Accession: 0001663577-26-000311

Filed: 2026-09-29

Period: 2026-09-21

CIK: 0001795851

SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — swrd_8k092326.htm (Primary)

EX-2.1 — MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT, DATED AS OF SEPTEMBER 21, 2026 (ex2_1.htm)

EX-4.1 — REGISTRATION RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 23, 2026 (ex4_1.htm)

EX-4.2 — AMENDED AND RESTATED RENEWAL PROMISSORY NOTE, DATED SEPTEMBER 23, 2026 (ex4_2.htm)

EX-4.3 — PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $2,000,000, EFFECTIVE AS OF SEPTEMBER 17, 2026 (ex4_3.htm)

EX-10.1 — LOAN AGREEMENT, DATED AS OF SEPTEMBER 23, 2026 (ex10_1.htm)

EX-10.2 — AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING, DATED AS OF SEPTEMBER 23, 2026 (ex10_2.htm)

EX-10.3 — MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING, DATED AS OF SEPTEMBER 23, 2026 (ex10_3.htm)

EX-10.4 — GUARANTY OF RECOURSE AND OTHER OBLIGATIONS, DATED AS OF SEPTEMBER 23, 2026 (ex10_4.htm)

EX-10.5 — GUARANTY OF PAYMENT, DATED AS OF SEPTEMBER 23, 2026, BY SRC ENVY HOLDCO LLC IN FAVOR OF LOANCORE CAPITAL CREDIT REIT LLC (ex10_5.htm)

EX-10.6 — PAYMENT GUARANTY, DATED AS OF SEPTEMBER 23, 2026, BY ENVY RECREATIONAL, LLC IN FAVOR OF LOANCORE CAPITAL CREDIT REIT LLC (ex10_6.htm)

EX-10.7 — PLEDGE AND SECURITY AGREEMENT, DATED AS OF SEPTEMBER 23, 2026, BY SRC ENVY HOLDCO LLC IN FAVOR OF LOANCORE CAPITAL CREDIT REIT LLC (ex10_7.htm)

EX-10.8 — SPRINGING CASH MANAGEMENT AGREEMENT, DATED AS OF SEPTEMBER 23, 2026 (ex10_8.htm)

EX-10.9 — REIMBURSEMENT AGREEMENT, ENTERED INTO AT THE SEPTEMBER 23, 2026 (ex10_9.htm)

EX-10.10 — ESCROW AGREEMENT, EFFECTIVE AS OF SEPTEMBER 23, 2026 (ex10_10.htm)

EX-99.1 — AUDITED STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES OF ENVY DEVELOPMENT PB, LLC FOR THE YEAR ENDED DECEMBER 31, 2025, AND RELATED NOTES (ex99_1.htm)

EX-99.2 — UNAUDITED STATEMENT OF REVENUES AND CERTAIN OPERATING EXPENSES OF THE ENVY REAL ESTATE OPERATION FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND RELATED NOTES (ex99_2.htm)

EX-99.3 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF STEWARDS, INC. GIVING EFFECT TO THE ENVY ACQUISITION. (ex99_3a.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: swrd_8k092326.htm · Sequence: 1

Stewards, Inc. - Form 8-K - September 21, 2026

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2026-09-21

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): September

21, 2026

Stewards, Inc.

(Exact name of registrant as specified in its charter)

Nevada

001-43473

88-0436017

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

4300 N. University Drive Suite D-105

Lauderhill, Florida

33351

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 1.516.419-5300

Not

Applicable

(Former name or former address, if changed since last

report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

SWRD

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. [ ]

Item

1.01 Entry into a Material Definitive Agreement

On September 21, 2026, Stewards, Inc. (the “Company”)

and its wholly owned subsidiary, SRC Envy Holdco LLC (the “Purchaser”), entered into a Membership Interests Purchase and Sale

Agreement (the “Purchase Agreement”) with Envy Development PB, LLC, HSU Gamma Investments LP, Michael Hsiao, the Estate of

Christopher Longsworth, The Myelin Group, LLC, Envy Development DE, LLC and Envy Recreational, LLC. The Purchase Agreement provided for

the Purchaser to acquire all of the outstanding membership interests of Envy Development DE, LLC and Envy Recreational, LLC, which own

the real estate and related assets comprising Envy Pompano Beach. The acquisition closed on September 23, 2026. The information set forth

under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

Purchase Consideration and Escrowed Shares

The Purchase Agreement provides for an aggregate

contractual purchase price of $90.0 million, subject to credits, prorations and closing adjustments. The consideration included a credit

for the Company’s acquisition deposit, the refinancing of $44,557,435.93 of existing property-level indebtedness, the issuance of

14,263,025 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), calculated at the contractual

price of $3.00 per share and having an aggregate contractual value of $42,789,075, and a $2.0 million unsecured promissory note made by

the Company in favor of Envy Development PB, LLC. Of those shares, 13,788,066 were issued to Envy Development PB, LLC and 474,959 were

issued to The Myelin Group, LLC. The $3.00 per-share figure is the negotiated contractual value used solely to determine the number of

shares issued. It is not the Nasdaq closing price and is not the fair value of the shares for accounting purposes under ASC 805-50.

In connection with the closing, the Company,

Envy Development PB, LLC, The Myelin Group, LLC and ClearTrust, LLC entered into an Escrow Agreement effective as of September 23, 2026.

Under the Escrow Agreement, 7,000,000 of the issued shares, having an agreed contractual value of $21.0 million, were deposited with ClearTrust,

LLC as escrow agent. Beginning October 5, 2026, and generally on the fifth day of each month thereafter through April 5, 2027, the Company

is required to make a cash payment of $3.0 million to the sellers and, concurrently with each payment, 1,000,000 escrowed shares are to

be cancelled. The parties are required to pursue registered sales, privately negotiated sales and borrowings against the escrowed shares

as potential sources of liquidity. If those measures generate less than the required cash payment, the Company must fund the shortfall.

The Company is obligated to pay daily liquidated damages for late redemption payments, initially at $1,000 per day for each outstanding

redemption and increasing to $2,000 per day after the first calendar month.

any redemption payment, related late-payment damages, delisting liquidated damages or extension fee remains unpaid one year after closing,

the sellers may direct a sale of the property or extend the payment period month to month for a fee equal to 2% of the then-outstanding

unpaid amount per month. The sellers also have a payment-priority right, subject to the LoanCore financing described below, and may record

a vendee’s lien against the property while an unpaid obligation remains outstanding. Stewards International Funds PCC, on behalf

of the Stewards Private Credit Fund, guarantees the Company’s redemption-payment obligations, related late-payment damages and

certain other payment obligations under the Purchase Agreement. Glen Steward, the Company’s Chairman of the Board and a director,

and Shaun Quin, the Company’s Chief Executive Officer and a director, guarantee the late-payment damages and compliance with specified

payment-priority and distribution covenants.

The

Purchase Agreement also provides that if the Common Stock is delisted from Nasdaq and is not relisted within 120 days, the Company must

pay the sellers $5.5 million within ten days after the cure period and on each of the first five anniversaries of the delisting while

the delisting continues, subject to an aggregate cap of $33.0 million. At the sellers’ election, each such payment may be made

in cash, in additional shares of Common Stock valued at $3.00 per share or in a combination of cash and shares. Stewards International

Funds PCC, on behalf of the Stewards Private Credit Fund, guarantees these obligations. Stewards International Funds PCC is affiliated

with Mr. Steward.

Registration

Rights Agreement

closing, the Company, the sellers and Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund, entered into a

Registration Rights Agreement. The Company is required to use commercially reasonable efforts to file a resale registration statement

covering the 7,000,000 escrowed shares no later than 30 days after September 23, 2026 and to cause it to become effective no later than

60 days after that date, or 90 days after that date if the Securities and Exchange Commission reviews and comments on the registration

statement. The agreement also provides customary demand and piggyback registration rights and requires the Company to bear specified

registration expenses, other than underwriting discounts and selling commissions.

Guaranty

Fees and Reimbursement Agreement

consideration of the guaranties supporting the LoanCore financing, the Purchaser agreed to pay each of Bernard Hsiao, Michael Hsiao,

Mr. Steward, Mr. Quin and the Company an annual fee equal to 0.30% of the outstanding principal balance of the LoanCore financing, for

an aggregate annual fee of 1.50%, prorated for 2026 and payable in monthly installments after closing. Mr. Steward and Mr. Quin are related

parties of the Company.

closing, Bernard Hsiao, Michael Hsiao, Mr. Steward, Mr. Quin, the Company and Stewards International Funds PCC, on behalf of the Stewards

Private Credit Fund, also entered into a Reimbursement Agreement allocating liability under the recourse guaranty. Under that agreement,

the Hsiao parties are responsible for obligations attributable to their intentional fraud or willful misconduct, and the Stewards parties

are responsible for the other obligations arising under the recourse guaranty and must indemnify the Hsiao parties for those obligations,

subject to the terms of the agreement.

The

foregoing descriptions of the Purchase Agreement, the Registration Rights Agreement and the Escrow Agreement do not purport to be complete

and are qualified in their entirety by reference to the full text of those agreements, which are filed as Exhibits 2.1, 4.1 and 10.10,

respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The description of the Reimbursement Agreement

is qualified in its entirety by reference to Exhibit 10.9.

Item

2.01 Completion of Acquisition or Disposition of Assets

September 23, 2026, the Company completed the acquisition contemplated by the Purchase Agreement. Through the Purchaser, the Company

acquired 100% of the membership interests in Envy Development DE, LLC and Envy Recreational, LLC and, indirectly, the real estate and

related operating assets commonly known as Envy Pompano Beach, located at 425-475 East Atlantic Boulevard, Pompano Beach, Florida.

Envy

Pompano Beach is a Class A mixed-use real estate project situated on approximately 1.61 acres and includes 214 residential apartments

in two 11-story buildings completed in 2020, approximately 5,575 square feet of ground-floor commercial space, a marina with 26 boat

slips, a three-story commercial community center and related leases, deposits, furniture, fixtures, equipment, permits and other operating

assets. The Company intends to continue operating the property as a multifamily and mixed-use real estate asset.

The

sellers of the acquired membership interests were Envy Development PB, LLC and The Myelin Group, LLC. Glen Steward, the Company’s

Chairman of the Board and a director, holds an immaterial, indirect passive investment through an entity owned or controlled by another

investor that has an interest in the Envy ownership structure. Mr. Steward does not control that entity, had no ability to influence

decision-making on behalf of the sellers or the acquired entities, and did not participate in the sellers’ approval of the transaction.

Based on the immaterial nature of Mr. Steward’s indirect interest and his lack of control or influence over the sellers or the

acquired entities, the Company determined that the acquisition did not constitute a related-party transaction solely by reason of that

interest. Except for this indirect interest and the transaction documents, financing guaranty arrangements and guaranty-fee arrangements

described in this report, the Company is not aware of any material relationship between the sellers and the Company or any of its affiliates,

directors or officers.

The contractual purchase price and the consideration

delivered at closing are described under Item 1.01 above and are incorporated into this Item 2.01 by reference. The acquisition was financed

in part through the property-level financing described under Item 2.03 below, which refinanced $44,557,435.93 of existing property-level

indebtedness and funded reserves and closing costs. The acquisition is accounted for as an asset acquisition under ASC 805-50.

Historical revenues and certain operating expenses

of the acquired real estate operation are presented under Rule 3-14 of Regulation S-X in Exhibits 99.1 and 99.2. Those statements exclude

mortgage interest, depreciation, amortization, management fees and income taxes and are not indicative of future GAAP results. The six

months ended June 30, 2026 include an approximately $202,000 real-estate tax refund that is non-recurring.

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

LoanCore

Financing

On September 23, 2026, Envy Development DE, LLC

and Envy Recreational, LLC, each a wholly owned subsidiary of the Company following the acquisition, entered into a Loan Agreement with

LoanCore Capital Credit REIT LLC, as lender, providing for a $47.7 million mortgage loan. The loan refinanced $44,557,435.93 of existing

indebtedness secured by the property and funded reserves and transaction costs. The loan is evidenced by an amended and restated renewal

promissory note issued by Envy Development DE, LLC. The note reflects a future advance of $3,142,564.07, bringing the outstanding principal

to $47,700,000.

The

loan bears interest at one-month Term SOFR, subject to a 3.35% floor, plus 3.60% per annum. The loan is interest-only, with monthly interest

payments beginning November 9, 2026, and matures on October 9, 2028. Subject to specified conditions, including no continuing event of

default, maintenance of an interest-rate cap, a debt yield of at least 6.50% and payment of a 0.50% extension fee, the borrowers may

extend the maturity date to October 9, 2029. The borrowers are required to maintain an interest-rate cap with a 4.50% strike rate. The

loan also provides for a 1.0% origination fee, a 1.0% exit fee, a $1,000 monthly administrative fee and a spread-maintenance premium

for specified repayments before the eighteenth payment date.

The loan is secured by first-priority mortgages

on the apartment, marina and community-center properties, assignments of leases and rents, security interests in related personal property

and accounts, and a pledge by the Purchaser of its equity interests in the borrowers. The loan documents establish springing cash-management

arrangements at PNC Bank, National Association. Those arrangements are unsprung at closing and may be activated upon a trigger event under

the Loan Agreement. The loan documents also require specified tax, insurance, repair, leasing, capital-expenditure, security-upgrade and

interest reserves. The borrowers also agreed to use best efforts to clear specified outstanding fire-code violations within 30 days after

closing. Subject to written notice and an additional 30-day cure period, failure to do so may constitute an event of default.

The

Purchaser and Envy Recreational, LLC delivered payment guaranties. In addition, Bernard Hsiao, Michael Hsiao, Mr. Quin, Mr. Steward and

the Company delivered a guaranty of recourse and other obligations. That guaranty covers specified recourse liabilities, scheduled monthly

debt-service payments and specified property operating expenses, and it provides for full recourse upon specified springing-recourse

events. The allocation of responsibility among the guarantors is governed by the Reimbursement Agreement described under Item 1.01.

Seller

Promissory Note

September 23, 2026, in connection with the closing of the Envy acquisition, Envy Development PB, LLC advanced $2.0 million to the Company,

and the Company issued and delivered to Envy Development PB, LLC an unsecured promissory note in the original principal amount of $2.0

million. Although the note bears an “Effective Date” of September 17, 2026, the note was not released or delivered, the loan

was not funded, and the Company did not become obligated to repay the loan until the closing occurred and the funds were advanced on

September 23, 2026. Accordingly, the Company’s direct financial obligation under the note arose on September 23, 2026.

The

note accrues interest at a fixed rate of $1,333.33 per day on the outstanding principal balance. The entire principal balance, together

with all accrued and unpaid interest, is due on October 5, 2026. The Company may prepay the note without premium or penalty. The note

contains customary events of default and permits the lender, following an event of default, to accelerate the outstanding principal,

accrued interest and other amounts due. The note is unsecured and does not require a personal guaranty.

Item

3.02 Unregistered Sales of Equity Securities

September 23, 2026, as partial consideration for the acquisition, the Company issued an aggregate of 14,263,025 shares of Common Stock

at the contractual value of $3.00 per share, consisting of 13,788,066 shares issued to Envy Development PB, LLC and 474,959 shares issued

to The Myelin Group, LLC. Of those shares, 6,766,900 shares allocated to Envy Development PB, LLC and 233,100 shares allocated to The

Myelin Group, LLC, for an aggregate of 7,000,000 shares, were deposited in escrow as described in Item 1.01. After the issuance, 225,625,627

shares of Common Stock were outstanding.

The

shares were issued in a transaction not involving a public offering in reliance on the exemption from registration provided by Section

4(a)(2) of the Securities Act of 1933, as amended, and, to the extent applicable, Regulation D promulgated thereunder. The recipients

made customary investment-intent and accredited-investor representations. The shares are restricted securities and may be resold only

pursuant to an effective registration statement or an available exemption from registration. No underwriter or placement agent participated

in the issuance, and the Company received no cash proceeds from the issuance.

Item

9.01 Financial Statements and Exhibits

(a)

Financial Statements of Real Estate Operation Acquired

The

audited statement of revenues and certain operating expenses of Envy Development PB, LLC for the year ended December 31, 2025, together

with the related notes and the report of Turner, Stone & Company, L.L.P., is filed as Exhibit 99.1 to this Current Report on Form

8-K and incorporated herein by reference.

The unaudited statement of revenues and certain

operating expenses of the Envy real estate operation for the six months ended June 30, 2026 and 2025, together with the related notes,

is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

(b)

Pro Forma Financial Information

The

unaudited pro forma condensed combined financial information giving effect to the acquisition is filed as Exhibit 99.3 to this Current

Report on Form 8-K and incorporated herein by reference.

(d)

Exhibits

Exhibit No.

Description

2.1

Membership Interests Purchase and Sale Agreement, dated as of September 21, 2026, by and among Envy Development PB, LLC, HSU Gamma Investments LP, Michael Hsiao, the Estate of Christopher Longsworth, The Myelin Group, LLC, Envy Development DE, LLC, Envy Recreational, LLC, SRC Envy Holdco LLC and Stewards, Inc.

4.1

Registration Rights Agreement, dated as of September 23, 2026, by and among Stewards, Inc., Envy Development PB, LLC, The Myelin Group, LLC and Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund.

4.2

Amended and Restated Renewal Promissory Note, dated September 23, 2026, in the original principal amount of $47,700,000, issued by Envy Development DE, LLC to LoanCore Capital Credit REIT LLC.

4.3

Promissory Note in the principal amount of $2,000,000, effective as of September 17, 2026, issued by Stewards, Inc. to Envy Development PB, LLC.

10.1

Loan Agreement, dated as of September 23, 2026, by and among Envy Development DE, LLC and Envy Recreational, LLC, as borrowers, and LoanCore Capital Credit REIT LLC, as lender.

10.2

Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of September 23, 2026, by Envy Development DE, LLC in favor of LoanCore Capital Credit REIT LLC.

10.3

Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of September 23, 2026, by Envy Recreational, LLC in favor of LoanCore Capital Credit REIT LLC.

10.4

Guaranty of Recourse and Other Obligations, dated as of September 23, 2026, by Bernard Hsiao, Michael Hsiao, Shaun Quin, Glen Steward and Stewards, Inc. in favor of LoanCore Capital Credit REIT LLC.

10.5

Guaranty of Payment, dated as of September 23, 2026, by SRC Envy Holdco LLC in favor of LoanCore Capital Credit REIT LLC.

10.6

Payment Guaranty, dated as of September 23, 2026, by Envy Recreational, LLC in favor of LoanCore Capital Credit REIT LLC.

10.7

Pledge and Security Agreement, dated as of September 23, 2026, by SRC Envy Holdco LLC in favor of LoanCore Capital Credit REIT LLC.

10.8

Springing

Cash Management Agreement, dated as of September 23, 2026, among Envy Development DE, LLC, Envy Recreational, LLC, LoanCore Capital

Credit REIT LLC and PNC Bank, National Association.

10.9

Reimbursement Agreement, entered into at the September 23, 2026 closing, by and among Bernard Hsiao, Michael Hsiao, Glen Steward, Shaun Quin, Stewards, Inc. and Stewards International Funds PCC, on behalf of the Stewards Private Credit Fund.

10.10

Escrow Agreement, effective as of September 23, 2026, by and among Stewards, Inc., Envy Development PB, LLC, The Myelin Group, LLC and ClearTrust, LLC, relating to 7,000,000 shares of Stewards, Inc. common stock.

99.1

Audited statement of revenues and certain operating expenses of Envy Development PB, LLC for the year ended December 31, 2025, and related notes.

99.2

Unaudited statement of revenues and certain operating expenses of the Envy real estate operation for the six months ended June 30, 2026, and related notes.

99.3

Unaudited pro forma condensed combined financial information of Stewards, Inc. giving effect to the Envy acquisition.

The Company

has omitted certain schedules and exhibits from Exhibit 2.1 pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies

of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Stewards,

Inc.

/s/

Katuischia Murless

Katuischia

Murless

Chief Financial Officer

Date

September 28, 2026

EX-2.1 — MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT, DATED AS OF SEPTEMBER 21, 2026

EX-2.1

Filename: ex2_1.htm · Sequence: 2

MEMBERSHIP INTERESTS PURCHASE

AND SALE AGREEMENT

THIS MEMBERSHIP INTERESTS

PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of September

21, 2026 (“Effective Date”), by and among ENVY DEVELOPMENT PB, LLC, a Florida limited liability company

(“Envy Seller”), HSU GAMMA INVESTMENTS LP, a Delaware limited partnership (“HGI”), MICHAEL

HSIAO, an individual (“Hsiao”), ESTATE OF CHRISTOPHER LONGSWORTH (“Longsworth,” and together

with Hsiao and HGI, the “Myelin Group Owners”); THE MYELIN GROUP, LLC, a Florida limited liability company

(“Myelin Seller”), ENVY DEVELOPMENT DE, LLC, a Delaware limited liability company (“Envy

Propco”), solely with respect to Section 10.1 hereof, ENVY RECREATIONAL, LLC, a Delaware limited liability company

(“Myelin Propco”), solely with respect to Section 11.1 hereof, SRC ENVY HOLDCO LLC, a Delaware limited liability

company (“Purchaser”), and STEWARDS, INC., a Nevada corporation (OTC: SWRD) (the “Issuer”).

Envy Seller, Myelin Group Owners, Myelin Seller, Purchaser, Envy Propco, Myelin Propco, and Issuer are referred to herein

individually as a “Party,” and collectively, as the “Parties.”

RECITALS

Envy Propco is the owner of those certain parcels of real property defined in the CC&Rs (hereafter defined) as the “Envy

Property” (collectively, the “Envy Parcels,” as more particularly described in the attached Exhibit A),

upon which are located a mixed-use project commonly known as “Envy Pompano Beach”, which Envy Parcels are located in Pompano,

Florida. “CC&Rs” means that certain Declaration of Covenants, Conditions, Restrictions and Easements for KOI Residences

and Marina dated May 18, 2016 and recorded in the Broward County, Florida Official Records (the “Official Records”)

on May 26, 2016 as Instrument No. 113719830, as amended by that certain First Amendment to Declaration of Covenants, Conditions, Restrictions

and Easements for KOI Residences and Marina Master Owners Association, Inc. dated September 21, 2016 and recorded in the Official Records

on September 21, 2016 as Instrument No. 113944911, together with Phase 1 Sketch of Marina Parcel, recorded September 14, 2016, in Instrument

No. 113930934, as further amended by that certain Second Amendment and Supplemental Declaration of Covenants and Restrictions for KOI

Residences and Marina Master Owners Association, Inc. dated November 20, 2017 and recorded in the Official Records on November 21, 2017

as Instrument No. 114734060, as further amended by that certain Third Amendment to Declaration of Covenants, Conditions, Restrictions

and Easements for KOI Residences and Marina dated May 6, 2025 and recorded in the Official Records on July 29, 2025 as Instrument No.

120350354.

As of the Effective Date, Myelin Seller is the owner of those certain parcels of real property defined in the CC&Rs

(hereafter defined) as (i) the “Marina Parcel” (the “Marina Parcel,” as more particularly described in

the attached Exhibit B), upon which Myelin Seller operates, directly or indirectly, a marina with twenty-six (26) boat slips and

related facilities, including, but not limited to, watercraft docking, watercraft minor repair service, and watercraft rental (the “Marina

Operations”), and

(ii) the “Community Center”

(the “Community Center Parcel,” as more particularly described in the attached Exhibit C), upon which Myelin

Seller operates, directly or indirectly, a three (3)-story commercial building. The Envy Parcels, the Marina Parcel and the Community

Center Parcel are collectively referred to herein as the “Parcels.”

Envy Seller is the owner of a 100% limited liability company interest in Envy Propco (the “Envy Membership Interest”).

HGI, Hsiao, and Longsworth are the owners of 1%, 49.5% and 49.5%, respectively, of the membership interests of Myelin Seller.

Prior to and as a condition of Closing (as such term is defined herein), the Myelin Group Owners will cause Myelin Seller

to convey fee simple title to the Marina Parcel and the Community Center Parcel to Myelin Propco in exchange for or in respect of one

hundred percent (100%) of the limited liability company interests in Myelin Propco (the “Myelin Restructuring”). From

and after the consummation of the Myelin Restructuring, Myelin Seller will be the owner of a 100% limited liability company interest in

Myelin Propco (the “Myelin Membership Interest”), which Myelin Seller shall own until Closing. As used in this Agreement,

the capitalized terms (i) “Owner” or “Owners” shall mean and refer to, individually or collectively

as the context implies, Envy Propco and (x) Myelin Seller, prior to the consummation of the Myelin Restructuring, and (y) Myelin Propco,

from and after the consummation of the Myelin Restructuring; and (ii) “Seller” or “Sellers” shall

mean and refer to, individually or collectively as the context implies, Envy Seller and (x) Myelin Group Owners and Myelin Seller, prior

to the consummation of the Myelin Restructuring, and (y) Myelin Seller, from and after the consummation of the Myelin Restructuring.

Envy Seller and Myelin Seller desire to sell the Envy Membership Interest and the Myelin Membership Interest (collectively,

the “Membership Interests”), respectively, and Purchaser desires to purchase, at Closing (as hereinafter defined),

the Membership Interests, upon and subject to the terms, conditions and provisions set forth herein.

NOW THEREFORE,

in consideration of the above Recitals, the covenants and agreements herein set forth and the benefits to be derived therefrom, and other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

PROPERTY. Subject to the terms and conditions of this Agreement, at the Closing, Envy Seller and Myelin Seller shall convey

the Envy Membership Interest and the Myelin Membership Interest, respectively, to Purchaser in accordance with the provisions of this

Agreement, whereupon, Purchaser shall own, by virtue of its ownership of the Envy Propco and the Myelin Propco, all of the beneficial

right, title and interest of each Owner (if any) in and to the following (collectively, the “Property”):

1.1

the Parcels, together with all and singular easements, covenants, agreements, rights, privileges, tenements, entitlements, development

rights, air rights, water or riparian rights which are necessary for Marina Operations, hereditaments and appurtenances thereunto now

or hereafter belonging or appertaining thereto (collectively, the “Real Property”);

1.2

all buildings and improvements located on the Real Property (“Improvements”);

1.3

any land lying in the bed of any street, alley, road or avenue (whether open, closed or proposed) within, in front of, behind or

otherwise adjoining the Real Property or any of it, to the extent such land is appurtenant only to the Real Property and not any other

adjacent property owned by the Owners;

1.4

all leases, licenses and other occupancy agreements of all or any portion of the Real Property or the Improvements (but specifically

excluding Slip Leases, as hereafter defined), including, without limitation, any leases entered into by Owners between the Effective Date

and the Closing to the extent permitted hereunder, and all amendments, modifications, supplements, additions, extensions, renewals, side

letters and guaranties thereof or thereto (collectively, the “Leases”);

1.5

all space leases related to Marina Operations, including without limitation, leases of any boat slips, dry stack storage and other

storage spaces by any non-commercial tenant, and all

amendments, modifications, supplements, additions, extensions,

renewals, side letters and guaranties thereof or thereto (collectively the “Slip Leases”);

1.6

all security deposits held by Owners under the Leases on the Closing Date,

including those in the form of letters of credit (the “Security

Deposits”),

1.7

all books, records, and rate lists (whether in electronic format or reduced to paper) related to the Marina Operations and all

rental deposits, reservation deposits, and any prepaid rent, dry or wet dock fees, fueling fees, storage fees and other revenues attributable

to Marina Operations on or after the Closing Date (hereinafter defined) (the “Marina Revenue”);

1.8

all merchandise, supplies, inventory and other items owned by Owners and used solely in connection with the Marina Operations and/or

the ownership, use or operation of the Community Center;

1.9

all furniture, furnishings, fixtures, machinery, equipment (including all telephone equipment, routers, touchscreen technology,

and computer hardware and software owned by Sellers or Owners), tools and other tangible property owned by the Owners, located on the

Real Property and used solely in connection with or attached or appurtenant to or at or upon all or any portion of the Real Property or

the Improvements (collectively, the “Personal Property”);

1.10

subject to Section 9.2 below, all contracts, agreements and equipment leases relating to the repair, improvement, service, supply,

maintenance or operation of the Real Property, the Improvements and/or the Personal Property, including, without limitation, the Marina

Operations (but specifically excluding Slip Leases), and all amendments, supplements and modifications thereto (collectively, the “Contracts”);

and

1.11

to the extent assignable, all intangible personal property relating to the Real Property, the Improvements and/or the Personal

Property (including, without limitation, governmental permits, licenses, registrations, approvals and entitlements, including, without

limitation, marina operating permits, riparian rights, environmental permits, dredging permits, and other marina-specific or navigable

water-related permits, approvals and authorizations (“Marina Permits”); warranties and guarantees; architectural drawings,

surveys, plans and specifications, and as-built drawings for the Real Property and Improvements; logos, advertising material, the name

“Envy Pompano Beach”, other naming rights, and telephone exchange numbers; and websites, trademarks, domain names and URLs,

in each case, held for use in connection with all or any portion of the Real Property, the Improvements and/or the Personal Property and/or

the development, ownership, use or operation thereof (the “Intangible Property”).

Notwithstanding

the foregoing, the Property expressly excludes: (A) any personal property and fixtures owned, financed and/or leased by the tenants under

Leases or Slip Leases; (B) the names, trademarks and/or trade names of “Invesca”, in whatsoever form; (C) any cash-on-hand,

petty cash, bank accounts or other funds of Sellers or Owners in whatsoever form the same are held, to the extent not expressly included

as provided herein; (D) any and all uncollected rents, all of which shall be separately adjusted between the Parties pursuant to this

Agreement; (E) any and all insurance Claims held by either Owner as of the Closing and all rights, entitlements, and remedies with respect

thereto; (F) any bonds with respect to the Property shall remain the sole property of Sellers; (G) except to the extent included in the

Due Diligence Materials, appraisals or valuations or other reports and studies (of whatsoever form or nature and whether or not prepared

by Sellers or Owners or any other Person) of the Property; (H) materials relating to the marketing of or market information regarding

the leasing or sale of the Property, but only to

the extent the same includes

the name, trademark and/or trade name of “Invesca”, in whatsoever form, if “Invesca” cannot be removed from such

materials or information in accordance with Section 14.3; (I) intentionally deleted; (J) except to the extent included in the Due Diligence

Materials, internal analyses and communications (of whatsoever form or nature) of the Sellers or Owners relating to the Property or any

other matter (including inspections, evaluations, approvals, work summaries and work product); (K) confidential communications prepared

by or exchanged with legal counsel (whether internal or external) of the Sellers or Owners; (L) intentionally deleted; (M) communications

prepared by or exchanged with any current or former lender of Owner, and financial analyses, budgets and projections (by whomsoever prepared)

relating to the Property or otherwise prepared for the internal use of Sellers or Owners; (N) intentionally deleted; and (O) any website

for the Property and any URL or domain names for the Property if the name “Invesca” is included therein (collectively, “Excluded

Property”). This paragraph shall survive the Closing.

PURCHASE PRICE; DEPOSIT.

2.1

The aggregate purchase price for the Membership Interests is $90,000,000.00 (the “Purchase Price”), which shall

be paid in accordance with Section 2.2 and shall be allocated between the Sellers in accordance with Exhibit D attached hereto

(the “Sale Allocation”), and shall be allocated among the assets deemed to be purchased hereunder in accordance with

the Asset Allocation described in Section

5.8 below.

2.2

Purchaser shall pay the Purchase Price as follows:

2.2.1 Deposit.

Prior to the Effective Date, (i) 475 SE 1ST ST, LLC, a Florida limited liability company (“475”), which entity is

owned and/or co-managed by one (1) or more direct or indirect owners of Issuer, and Envy Seller entered into that certain Bridge

Loan Agreement (the “Bridge Loan Agreement”) dated February 18, 2026, whereby 475 agreed to provide a loan to

Envy Seller in the maximum principal amount of $3,000,000.00 (“Bridge Loan”); and (ii) Owners made in favor of

Issuer that certain (A) Promissory Note dated May 15, 2026 in the principal sum of $500,000.00; (B) Promissory Note dated May 19,

2026 in the principal sum of $500,000.00; and (C) Promissory Note dated June 8, 2026 in the principal sum of $500,000.00

(“Note C”; the Promissory Notes described in clause (A), (B) and (C), collectively, the

“Notes”, and the loans evidenced thereby, the “Stewards Loans”). The Parties acknowledge and

agree that (1) as of the Effective Date, the total obligations outstanding under the Bridge Loan are $1,500,000, and the total

obligations outstanding under the Notes are $1,500,000 in the aggregate; and (2) the total obligations now or hereafter outstanding

under Stewards Loans shall constitute the “Deposit” under this Agreement. If the sale of the Membership Interests

is consummated under this Agreement, the Deposit shall be applied against the Purchase Price at Closing. If Purchaser is entitled to

the Deposit in accordance with the terms of this Agreement, the Stewards Loans shall be repaid in accordance with the terms of the

Bridge Loan Agreement and the Notes (and such other promissory note(s) as may be delivered by Owners from time to time in connection

with any future advances under the Bridge Loan Agreement), notwithstanding the termination of this Agreement. If Sellers are

entitled to the Deposit in accordance with the terms of this Agreement, the Stewards Loans shall be deemed satisfied and paid in

full without recourse to Sellers. Notwithstanding anything to the contrary contained in this Agreement, $100.00 of the Deposit is

non-refundable to Purchaser and is given as partial consideration for Sellers entering into this Agreement. In the event Purchaser

terminates this Agreement for any reason, $100.00 of the Deposit shall be paid to Sellers, without limiting any Party’s rights

and remedies hereunder.

2.2.2

Issuance of Common Shares of Issuer.

(a)

Rollover Shares. The common stock comprising a part of the shares of capital stock currently authorized by Issuer consists

of a single class of common stock (par value of $0.0001) (the “Common Shares”). At Closing, a portion of the Purchase

Price shall be paid in Common Shares (the “Rollover Shares”), calculated at $3.00 per share. The aggregate dollar value

of the Rollover Shares shall equal the Purchase Price minus (i) a $1,500,000.00 Deposit, (ii) the outstanding principal balance

of Owner’s existing loan encumbering the Property in the approximate amount of $44,557,435.93, and (iii) any credits, prorations

or adjustments expressly provided for in this Agreement. Issuer shall issue to each Seller at Closing the number of Rollover Shares set

forth opposite such Seller’s name on Exhibit D attached hereto.

(b) Escrowed

Shares. At Closing, 7,000,000.00 of the Rollover Shares, equal to the agreed value of $21,000,000.00, as indicated on Exhibit

D attached hereto (the “Escrowed Shares”), shall be deposited into escrow with ClearTrust (the

“Shares Escrow Agent”) having an address at 16540 Pointe Village Dr, Suite 210 Lutz, Florida 33558,

Inbox@ClearTrustTransfer.com. Subject to Section 11.3 below, the Escrowed Shares shall be held through April 5, 2027 (the

“Escrow Period”) in accordance with the terms of a mutually acceptable escrow agreement (“Escrow

Agreement”), which shall be negotiated in good faith and mutually prepared and finalized by the Parties prior to Closing.

Except as may be expressly set forth herein, all escrow fees and other charges incurred in connection with the Escrowed Shares and

the Escrow Agreement shall be paid by Issuer. Commencing no later than October 5, 2026 (the “October

Redemption”), and continuing on the fifth (5th) day of each subsequent calendar month thereafter within the Escrow Period

(or, if such day falls on a Saturday, Sunday, or legal holiday, such payment shall be made on the next business day (each, a

“Redemption Payment Date”)), Issuer shall pay to Sellers the sum of $3,000,000.00 in cash (each such payment, a

“Required Redemption”) and, concurrently with each such payment made in accordance herewith, cancel 1,000,000

Escrowed Shares. During the Escrow Period, subject to Section 11.3 below, Sellers and Issuer shall pursue the following liquidity

methods in parallel (not sequentially and in any order) to fund the Required Redemption payments; provided that mutual agreement

between Issuer and Sellers shall be required before any such method is actioned to ensure mutually acceptable terms and to protect

both parties from potential adverse effects, including market flooding and depression of the Common Shares (each of the following

clauses (i), (ii), and (iii), a “Liquidity Measure”): (i) cause Issuer to comply with and enforce Issuer’s

obligations under the Registration Rights Agreement (as defined in Section 2.2.2(c) below); (ii) engage in privately negotiated

transactions for the sale of the Escrowed Shares; provided that any transfer of Escrowed Shares will be in compliance with federal

and state securities laws, and Sellers have an available exemption from registration under such laws; and (iii) borrow against all

or any portion of the Escrowed Shares; provided, however, that if Sellers does not wish to borrow against the Escrowed Shares but

Issuer believes borrowing is preferable, then Issuer may elect to take such Escrowed Shares back into its own name, borrow against

them, and bear all interest, principal, capital calls, fees, and other costs associated with such borrowing, and Sellers shall

receive the full Required Redemption in cash for the applicable Redemption Payment Date. The Parties shall adhere to the milestone

schedule set forth on Exhibit P regarding the Liquidity Measures and Required Redemption payments. Regardless of which

Liquidity Measure or combination of Liquidity Measures Issuer uses to source liquidity, if the proceeds generated for any Redemption

Payment Date are less than $3,000,000.00, Issuer shall nonetheless pay to Sellers the full Required Redemption, making up any

shortfall so that Sellers receive the full $3,000,000.00 cash payment for Redemption Payment Date. By way of example, if the

Liquidity Measure under clause (ii) yields $2,000,000.00 in cash from selling Escrowed Shares at $2.00 per share, then Issuer shall

contribute $1,000,000.00 in cash to achieve the full $3,000,000.00 Required Redemption

payment due to Sellers on the applicable Redemption Payment Date. Until such time that Sellers delivers the 2025 Audited Financials

(as hereinafter defined), the Parties shall have no right to exercise the Required Redemption (excluding the October Redemption).

Notwithstanding

anything to the contrary

herein, if Issuer in good faith disputes any portion of a Required Redemption payment, Issuer shall pay the undisputed portion

directly to Sellers when due and, concurrently therewith, deposit the disputed portion into an independent escrow account held by

the Shares Escrow Agent pending resolution of the dispute. By way of example, if Issuer disputes $300,000.00 of the Required

Redemption, Issuer shall pay $2,700,000.00 directly to Sellers on the Redemption Payment Date and deposit $300,000.00 into escrow

with Shares Escrow Agent. Any failure by Issuer to pay the undisputed portion directly to Sellers on the Redemption Payment Date

shall constitute a failure to timely pay for purposes of Required Redemption Late Payment Damages, which shall accrue on the unpaid

undisputed portion. Upon expiration of the Escrow Period, if any Escrowed Shares remain in escrow, such shares shall be disbursed in

accordance with the terms of the Escrow Agreement. Issuer represents that it was previously a “shell company” as defined

in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), but has been an

operating company with more than nominal revenues and assets for more than three (3)

years and that Issuer filed information equivalent to that required by a general form for registration of securities on Form 10

under the Exchange Act in its Registration Statement on Form S-1 filed with the Commission in November 2025. As a result, Rule 144

under the Securities Act of 1933, as amended (the “Securities Act”), may not be available (or may be

significantly limited) for resales of the Escrowed Shares and other Registrable Securities by affiliates of Issuer until November

2026 (one year after Issuer filed such Form 10-type information). Furthermore, because Issuer was previously a shell company, Rule

144 is not available to any holder for resales of the Registrable Securities unless and until Issuer satisfies all of the conditions

set forth in Rule 144(i)(2), including, without limitation: (w) Issuer has ceased to be a shell company; (x) Issuer is subject to

the reporting requirements of Section 13 or 15(d) of the Exchange Act; (y) Issuer has filed all Exchange Act reports required during

the preceding twelve (12) months (or such shorter period as Issuer was required to file); and (z) at least one (1) year has elapsed

since Issuer filed current “Form 10 information” with the Commission reflecting its status as an entity that is no

longer a shell company. Issuer shall maintain its status as a non-shell company and use commercially reasonable efforts to satisfy

all applicable reporting and seasoning requirements under the Exchange Act and Rule 144 as promptly as practicable following the

Closing. Stewards International Funds PCC on behalf of the Stewards Private Credit Fund, a Mauritius Protected Cell Company

(“Guarantor”), shall guarantee Issuer’s and Purchaser’s obligations with respect to payments required

to be made under this Section 2.2.2(b) with respect to a Required Redemption and all Required Redemption Late Payment Damages (as

hereinafter defined) pursuant to that certain Joinder attached hereto (the “Stewards Joinder”). If Purchaser or

Issuer fails to timely pay any amount due in connection with a Required Redemption payment required in accordance herewith, then,

without limiting Sellers’ other rights and remedies, Purchaser, Issuer and the Guarantor shall be jointly and severally

obligated to pay to Sellers, as liquidated damages for such late payment (the “Required Redemption Late Payment

Damages”), for each outstanding Required Redemption, an amount equal to $1,000.00 per day for the first calendar month

during which such Required Redemption remains unpaid, increasing to $2,000.00 per day for the second calendar month and each

subsequent calendar month that such Required Redemption remains unpaid (for example, $1,000.00 per day during the first month, and

$2,000.00 per day during the second month and thereafter). The Required Redemption Late Payment Damages shall be due and payable

upon demand, shall be in addition to (and not in lieu of) the $3,000,000.00 payment due with respect to each Required Redemption,

and shall not offset, reduce or otherwise affect any other amount payable to Sellers. This paragraph shall survive the Closing.

(c)

Registration of Shares. The Issuer shall use commercially reasonable efforts to effect the registration of only the Escrowed

Shares issued pursuant to this Agreement in accordance with the terms of the Registration Rights Agreement (collectively, the “Registrable

Securities”). For the avoidance of doubt, the Escrowed Shares shall constitute Registrable Securities, and

Issuer shall have the obligation

to register all such shares pursuant to the Registration Rights Agreement. Issuer represents that it was previously a shell company as

defined in Rule 12b-2 under the Exchange Act, but has been an operating company with substantial revenues and assets for more than three

(3) years and filed Form 10-type information in its Registration Statement on Form S-1 in November 2025. As a result, Rule 144 may not

be available (or may be significantly limited) for resales of the Registrable Securities by affiliates of Issuer until November 2026.

In addition, because Issuer was previously a shell company, Rule 144 is not available to any holder for resales of the Registrable Securities

unless and until Issuer satisfies all of the conditions set forth in Rule 144(i)(2), including, without limitation: (i) Issuer has ceased

to be a shell company; (ii) Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (iii) Issuer has

filed all Exchange Act reports required during the preceding twelve (12) months (or such shorter period as Issuer was required to file);

and (iv) at least one (1) year has elapsed since Issuer filed current “Form 10 information” with the Commission reflecting

its status as an entity that is no longer a shell company. Accordingly, registration pursuant to the Registration Rights Agreement is

expected to be the primary means by which Sellers may achieve liquidity with respect to the Registrable Securities. The registration rights

of the Sellers with respect to the Registrable Securities, and all related obligations of Issuer with respect thereto, are set forth in

the Registration Rights Agreement to be entered into at Closing in the form attached hereto as Exhibit O (the “Registration

Rights Agreement”).

2.2.3

LoanCore Loan.

(a) Purchaser

intends to obtain a loan from LoanCore Capital Credit REIT LLC (“Lender”) on the terms described in the term

sheet attached hereto as Exhibit E (the “LoanCore Loan”). The principal amount of the LoanCore Loan is

anticipated to be approximately $47,500,000.00. Purchaser acknowledges that Owner’s existing lender has, prior to the

Effective Date, delivered such documents to permit Lender to take an assignment of the existing loan documents in connection with

the LoanCore Loan (collectively, the “Loan Restatement Documents”). Purchaser shall be solely responsible for any

costs or fees charged by the Owner’s existing lender, including additional reasonable attorneys’ fees of the

Owner’s lender or of Seller or the Owner, if any, associated with the Loan Restatement Documents and the structuring

Purchaser’s loan transaction in the manner described in this Section 2.2.3

(b)

At Closing, Purchaser shall receive a credit against the Purchase Price in the maximum principal amount of the Owner’s existing

loan (specifically excluding any interest and other reserves held by Owner’s existing lender which are to be refunded to Seller).

(c)

In connection with the LoanCore Loan, BERNARD HSIAO, an individual, and MICHAEL HSIAO, an individual (individually and/or collectively

as context may require, the “Hsiao Guarantor”) shall at Closing execute and deliver to Lender the “Guaranty of

Recourse Obligations” (the “Guaranty Documents”). For the avoidance of doubt, Glen Steward, Shaun Quin and Issuer

(individually and/or collectively as context may require, the “Stewards Guarantor”) shall act as co-guarantors of the

LoanCore Loan in addition to the Hsiao Guarantors. In consideration of Hsiao Guarantor and Stewards Guarantor each executing and delivering

such guaranties and indemnities required to facilitate the LoanCore Loan, Purchaser shall pay each of Bernard Hsiao, Michael Hsiao, Glen

Steward, Shaun Quin, and Issuer a fee in an amount equal to 0.30% (i.e., an aggregate 1.50% fee) of the outstanding principal balance

of the LoanCore Loan (to be prorated for the 2026 year) (the “Guaranty Fee”). The first installment of the Guaranty

Fee shall be paid at Closing in cash, and thereafter the Guaranty Fee shall be paid monthly on the last day of each calendar month, commencing

on October 31, 2026, for so long as the Hsiao Guarantors remain as guarantors under the LoanCore Loan. Each installment of the Guaranty

Fee shall be paid in cash or, in the case of the portion of the Guaranty Fee due to Hsiao Guarantor, at Seller’s

option, in Common Shares. If

paid in cash, Purchaser shall pay such installment by wire transfer of immediately available funds to an account of the applicable payee

specified by such payee in writing. This paragraph shall survive the Closing. Further, Hsiao Guarantor, Purchaser, Issuer and Guarantor

shall enter into a reimbursement and indemnity agreement pursuant to which Purchaser, Issuer and Guarantor shall irrevocably agree to

pay, reimburse, indemnify, defend, protect and hold Hsiao Guarantor harmless from and against any and all debt service payments and all

other Claims (including without limitation reasonable attorneys’ fees and costs of enforcement) arising out of, relating to, or

incurred in connection with the LoanCore Loan, including any Guaranty Documents, but specifically excluding intentional fraud or other

intentional misconduct of the Hsiao Guarantor (the “Reimbursement Agreement”). The Parties shall negotiate in good

faith and mutually prepare and finalize the Reimbursement Agreement prior to Closing.

2.2.4

Balance of Purchase Price. Purchaser shall pay the balance of the Purchase Price, subject to the adjustments, prorations,

and credits provided under this Agreement, at the Closing by federal funds wire transfer of immediately available funds to an account

designated by the Title Company.

EVIDENCE OF TITLE.

3.1

Title Insurance. Nelson Mullins Riley & Scarborough LLP, as agent for a national title insurance company (“Title

Company” or “Escrow Agent”), has previously delivered to Purchaser a title insurance commitment (“Title

Commitment”), together with copies of all exception and other documents referenced therein, and has delivered or will deliver

to Purchaser a municipal lien, open permit and violation search covering the Property from all municipalities and counties having jurisdiction

over the Property. The Title Commitment shall evidence the Title Company’s commitment to issue an ALTA Owner’s Policy in the

current form utilized for similar transactions in Florida, including Florida Modifications, in the amount of the Purchase Price, insuring

that fee simple title to the Real Property and the Improvements is vested in the Owners, and will be subject only to the Permitted Exceptions

(hereafter defined) and including such available endorsements as Sellers, Purchaser or Title Company have agreed or as are required hereunder

(the “Title Policy”). At Closing, the Title Policy will except from coverage any exception arising out of an act of

Purchaser or its Representatives or independent contractors; rights of tenants under Leases and Slip Leases; real estate taxes which are

not yet due and payable, subject to adjustment as herein provided; any installment not yet due and payable of assessments and special

district levies affecting the Property; zoning, subdivision and other regulatory laws and ordinances affecting the Property; such documents

which are recorded (or to be recorded) in the Public Records of Broward County, Florida in accordance with the terms of this Agreement

(i.e. the Skywalk Easement (as hereinafter defined), etc.); and any other matters of record to which Purchaser does not timely raise an

Updated Title Defect (hereafter defined), or, having objected, Purchaser waives or is deemed to have waived in accordance with the provisions

of this Section 3 below (collectively, the “Permitted Exceptions”).

3.2

Survey. Sellers have delivered to Purchaser the most recent existing survey of the Envy Parcels and the Improvements thereon

and a copy of the most recent site plan for the Marina Parcels and the Improvements thereon (collectively, the “Existing Plans”)

in Sellers’ possession. Sellers and Purchaser shall work together in good faith to obtain updates of the Existing Plans or obtain

a new ALTA/ACSM Land Title Survey of the Real Property and Improvements (such update or new survey, the “Survey”).

3.3

Title Review. Prior to the Effective Date, Purchaser has received and reviewed the Title Commitment and the Survey and is

satisfied with its review thereof. Accordingly, Purchaser shall be deemed to have accepted all matters currently shown on the Title Commitment

and the Survey, other than Must Cure Items or matters disclosed in an Update pursuant to Section 3.4 hereof, and such matters shall

be deemed Permitted Exceptions hereunder. Purchaser

shall have no right to object to, and shall not raise any matter currently shown on the Title Commitment or the Survey, other than Must

Cure Items.

3.4

Updated Title Defect Notice. At any time from and after the Effective Date, until the Closing, if any new encumbrance or

title exception is disclosed on any update or supplement to the Title Commitment or the Survey (each, an “Update”)

and same was not already reflected on the Title Commitment and/or Survey issued prior to the expiration of the Effective Date, then Purchaser

shall have five (5) days following receipt of such Update (the “Updated Title Review Period”) to make any objections

(each, an “Updated Title Defects”) thereto, said objections to be made in writing (each such written notice, an “Updated

Title Defect Notice”) and delivered to Sellers prior to the expiration of the Updated Title Review Period; provided, however,

Purchaser shall not have the right to object to matters arising out of an act of Purchaser or its Representatives or independent contractors,

nor to any document recorded (or to be recorded) in the Public Records of Broward County, Florida in accordance with the terms of this

Agreement. If Sellers receive one or more Updated Title Defect Notice(s) within the Updated Title Review Period, Sellers may elect (but

shall not be obligated except as otherwise provided herein) to attempt to cure, or cause to be cured, any of the Updated Title Defect(s)

identified therein, and shall provide Purchaser with written notice, within three (3) days after Sellers’ receipt of each such Updated

Title Defect Notice, of such intention to cure any such Updated Title Defect(s). If Sellers fail to notify Purchaser, in writing, of Sellers’

intention to cure any Updated Title Defect(s), Sellers shall be deemed to have elected not to cure such Updated Title Defect(s). If by

Sellers’ written notice or silence Sellers elect not to cure any Updated Title Defect(s), then Purchaser may, on or prior to the

earlier of two (2) days of receipt of such notice or deemed election, and the then-scheduled Closing Date, deliver written notice to Sellers

indicating Purchaser’s election to (A) terminate this Agreement, in which event the Deposit will be repaid in accordance with Section

2.2.1, or (B) proceed to Closing without any reduction in the Purchase Price, in which event any Updated Title Defect(s) not elected to

be cured by Sellers shall be deemed Permitted Exceptions. If Purchaser fails to notify Sellers, in writing, of Purchaser’s intention

to proceed under subsection (A) or (B) above, then Purchaser shall be deemed to have elected to proceed under subsection

(B) above.

3.5 Curing

Title Defects. As to those Updated Title Defects agreed to be cured by Sellers in writing, curing such Updated Title Defects

shall be a condition precedent to Purchaser’s obligation to close and shall be cured and removed by Sellers or Owners on or

before the Closing Date; provided, however, Sellers shall have the right to extend the Closing Date for up to an aggregate of

fifteen (15) days as to such Updated Title Defects elected to be cured by Sellers upon written notice to Purchaser delivered prior

to the then-scheduled Closing Date. If Sellers fail to remove, discharge or correct the agreed Updated Title Defects on or prior to

the Closing Date (as the same may be extended), then Purchaser may, at its option and as its sole remedy, either: (i) terminate this

Agreement by written notice to Sellers on the then-scheduled Closing Date; or (ii) proceed to close and accept title “as

is” without reduction in the Purchase Price, in which event the Updated Title Defects shall be deemed to be waived for all

purposes.

3.6

Termination. If Purchaser shall elect to terminate this Agreement pursuant to this Section 3, then the Deposit will be repaid

in accordance with Section 2.2.1 and this Agreement shall be null and void and of no further force and effect, and neither Sellers nor

Purchase shall have any further obligation to the other under this Agreement except for any obligations hereunder that shall survive the

Closing or termination of this Agreement.

3.7

Must Cure Items. Notwithstanding anything to the contrary contained herein, Permitted Exceptions shall not be deemed to

include any monetary liens against the Property and all other encumbrances voluntarily placed on title for the Property by Sellers or

the Owners after the Effective Date

unless approved by Purchaser

in accordance with Section 14.1 (the items described in this Section 3.7 are referred to as the “Must Cure Items”).

Sellers shall cause the Must Cure Items to be paid from the closing proceeds, removed of record or bonded off on or prior to the Closing.

CONDITIONS TO CLOSING.

4.1

Sellers’ Conditions. Notwithstanding anything to the contrary contained herein, the obligation of Sellers to consummate

the transactions contemplated herein is expressly conditioned upon the fulfillment by and as of the Closing Date of each of the conditions

listed below, provided that Sellers, at their election (in their sole and absolute discretion), evidenced by written notice delivered

to Purchaser at or prior to the Closing, may waive any of such conditions:

4.1.1

Purchaser shall have executed and delivered (or caused to be delivered) to Sellers, Escrow Agent or Shares Escrow Agent, as applicable,

all of the documents set forth in Section 5.3 and shall have paid all sums of money required to be delivered by Purchaser at the Closing

and shall have performed in all other material respects the obligations and covenants of Purchaser in this Agreement to be performed and

observed by Purchaser as of the Closing Date.

4.1.2

All representations and warranties made by Purchaser and/or Issuer, as applicable in Sections 11.4, 11.5, and 11.6 of this Agreement

shall be true and correct in all material respects as of the Closing Date.

4.1.3

Purchaser shall have performed all covenants, agreements and conditions required by this Agreement to be performed by Purchaser

prior to or as of the Closing Date (except for covenants, agreements and conditions unable to be performed because of Sellers’ or

Owners’ wrongful acts or omissions).

4.1.4

At Closing, Issuer shall have (a) issued the Rollover Shares as provided herein and (b) deposited the Escrowed Shares with Shares

Escrow Agent.

4.1.5

Sellers shall have received a certificate, dated as of the Closing Date and signed by a duly authorized person on behalf of Purchaser,

certifying that each of the conditions set forth in Section 4.1.2 and Section 4.1.3 have been satisfied (“Purchaser’s Bring-Down

Certificate”).

4.2

Purchaser’s Conditions. Notwithstanding anything to the contrary contained herein, the obligation of Purchaser and

Issuer to consummate the transactions contemplated herein is expressly conditioned upon the fulfillment by and as of the Closing Date

of each of the conditions listed below, provided that Purchaser, at its election (in its sole and absolute discretion), evidenced by written

notice delivered to Sellers at or prior to the Closing, may waive any of such conditions:

4.2.1

Sellers shall have executed and delivered (or caused to be delivered) to Purchaser, Escrow Agent or Shares Escrow Agent, as applicable,

all of the documents set forth in Section

5.2 required to be delivered by Sellers at the Closing

and shall have performed in all other material respects the obligations and covenants of Sellers in this Agreement.

4.2.2

All representations and warranties made by Sellers in Section 11.1 of this Agreement shall be true and correct in all material

respects as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall

be true and correct in all respects as of that specified date).

4.2.3

Sellers and Owners shall have performed in all material respects all covenants, agreements and conditions required by this Agreement

to be performed by Sellers and Owners prior to or as of the Closing Date (except for covenants, agreements and conditions unable to be

performed because of Purchaser’s wrongful acts or omissions).

4.2.4

Title Company shall have irrevocably committed to issue the Title Policy to Purchaser at the Closing in accordance with the terms

of this Agreement.

4.2.5

Lender shall be irrevocably committed to close the LoanCore Loan. Hsiao Guarantor shall have executed and delivered the Guaranty

Documents to Lender.

4.2.6

Purchaser shall have received an executed estoppel certificate from KOI Residences and Marina Master Owners’ Association,

Inc. (the “Association”), the owners’ association pursuant to the CC&Rs, in substantially the form attached

hereto as Exhibit F (the “Association Estoppel”).

4.2.7

Purchaser shall have received an executed tenant estoppel certificate from the Association with respect to the Community Center

Lease (as such term is defined in the CC&Rs) in substantially the form attached hereto as Exhibit G (the “Community

Center Lease Estoppel”).

4.2.8

Purchaser shall have received a certificate, dated as of the Closing Date and signed by a duly authorized person on behalf of Sellers,

certifying that each of the conditions set forth in Section 4.2.2 and Section 4.2.3 have been satisfied (“Seller’s Bring-Down

Certificate”).

4.3

Failure of Conditions.

4.3.1

If any condition set forth in Section 4.1 above is not satisfied as of the Closing Date, Sellers may (a) waive any such condition

(if and to the extent such condition can be waived under applicable law) and proceed to Closing on the Closing Date, (b) extend the Closing

Date for up to an aggregate of fifteen (15) days to allow for such condition(s) to be satisfied, or (c) notify Purchaser of Sellers’

election to terminate this Agreement; provided, however, if the failure of the condition to be met constitutes a default by Purchaser

or Issuer under this Agreement, then Sellers may, subject to the terms of Section 8.2 below, exercise any of its remedies pursuant to

Section 8.2 below.

4.3.2

If any condition set forth in Section 4.2 above is not satisfied as of the Closing Date, Purchaser may (a) waive any such condition

(if and to the extent such condition can be waived under applicable law) and proceed to Closing on the Closing Date without a reduction

in, abatement of, or credit against, the Purchase Price, (b) extend the Closing Date for up to an aggregate of fifteen (15) days to allow

for such condition(s) to be satisfied, or (c) notify Sellers of Purchaser’s election to terminate this Agreement; provided, however,

if the failure of the condition to be met constitutes, or is the result of, a default by Sellers under this Agreement, then Purchaser

may, subject to the terms of Section 8.1 below, exercise any of its remedies pursuant to Section 8.1 below.

CLOSING.

5.1

Closing Date. The “Closing” of the transactions contemplated by this Agreement (that is, the payment

of the Purchase Price pursuant to an escrow closing, the assignment of the Membership Interests,

and the satisfaction of all other terms and conditions of this Agreement to be performed at Closing) shall occur through escrow

at 2:00 p.m. (Eastern Time) on or before September 23_,

2026 (“Closing

Date”); and, in connection therewith,

the Rollover Shares (other than the Escrowed Shares) shall be issued to Sellers in accordance with Exhibit D.

The Closing

will be held at the offices of the Escrow Agent, or at such other place as the Parties may mutually agree in writing, through an escrow

closing arrangement, or effected via a “mail away” closing (i.e. in which funds are sent via wire transfer and closing documents

are delivered via overnight delivery or courier delivery service to the Escrow Agent or a Party, as applicable).

5.2

Sellers’ Closing Deliveries. At or prior to Closing, each Seller and Owner shall deliver, or cause to be delivered,

to Purchaser, Escrow Agent or Shares Escrow Agent, as applicable, the following, which shall be duly executed and acknowledged (if applicable)

by the applicable Seller and/or such other parties indicated below:

5.2.1

an Assignment and Assumption of the applicable Membership Interests in the form attached hereto as Exhibit H (each, an “Assignment

of Membership Interests”);

5.2.2

such evidence that Title Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement,

including, without limitation, an Owner’s Affidavit in the form of Exhibit I;

5.2.3

a closing statement (the “Closing Statement”) setting forth the prorations and adjustments to the Purchase Price

required by this Agreement;

5.2.4

such evidence of such Seller’s power and authority as Title Company may

reasonably require;

5.2.5

letters to each tenant under the Leases and Slip Leases in a form reasonably acceptable to Purchaser and Sellers, notifying tenants

of the change of address for all future payments of rent;

5.2.6

Seller’s Bring-Down Certificate;

5.2.7

updated Rent Rolls (as defined in Section 11.1.24) for the portion of the Property owned by such Seller, effective as of a date

no more than two (2) business days prior to the Closing Date, certified by such Seller (a) as true, correct and complete in all material

respects and (b) to be the Rent Roll(s) used by the applicable Owner or its property manager in the ordinary course of business;

5.2.8

evidence that each manager, director, officer or other authorized person appointed to an owners’ association or similar body

by Sellers or any Affiliate of Sellers (including, without limitation, the Owners) to the extent attributable to its ownership of the

Property or any portion thereof has tendered his or her resignation from such position in such owners’ association or similar body

under any applicable covenants, conditions or restrictions affecting the Property or any portion thereof, effective as of the Closing

Date;

5.2.9

the Association Estoppel, duly executed by the Association;

5.2.10

the Community Center Lease Estoppel, duly executed by the Association;

5.2.11

the Guaranty Documents, duly executed and acknowledged (as applicable) by each Hsiao Guarantor;

5.2.12

the Escrow Agreement;

5.2.13

the Registration Rights Agreement;

5.2.14

the Asset Allocation;

5.2.15

a recordable special warranty deed conveying the Marina Parcel and the Community Center Parcel (“Marina and Community

Center Deed”) from Myelin Seller to Myelin Propco, which the Parties shall negotiate in good faith prior to Closing;

5.2.16

a bill of sale in the form attached hereto as Exhibit M whereby Myelin Seller conveys to Myelin Propco all of Myelin Seller’s

right, title and interest in and to all Marina Revenue and all Personal Property, Intangible Property, and merchandise, supplies, inventory

and other items, in each case, owned by Myelin Seller and used solely in connection with the Marina Operations and/or the ownership, use

or operation of the Community Center (but excluding Excluded Property);

5.2.17

an assignment and assumption agreement in the form attached hereto as Exhibit N whereby Myelin Seller assigns to Myelin

Propco all of Myelin Seller’s right, title and interest in and to all Leases, Slip Leases, Security Deposits, Contracts and Marina

Permits (but excluding any Excluded Property);

5.2.18

a recordable quitclaim deed conveying the dog park facility from Myelin Seller to Envy Propco (“Dog Park Deed”),

which the Parties shall negotiate in good faith prior to Closing;

5.2.19

a recordable quitclaim deed conveying certain sliver parcels from Myelin Seller to Envy Propco (“Sliver Parcel Deed”),

which the Parties shall negotiate in good faith prior to Closing;

5.2.20

a recordable skywalk easement granted from Myelin Propco in favor of Envy Propco (the “Skywalk Easement”). Sellers

shall prepare the proposed Skywalk Easement for Purchaser’s review and the Parties shall negotiate in good faith to finalize the

Skywalk Easement prior to Closing;

5.2.21

the Reimbursement Agreement (by each Hsiao Guarantor)

5.2.22

a recordable assignment of the “declarant” rights under the CC&Rs which the Parties shall negotiate in good faith

prior to Closing;

5.2.23

a recordable Fourth Amendment to Declaration of Covenants, Conditions, Restrictions and Easements for KOI Residences and Marina,

which the Parties shall negotiate in good faith prior to Closing;

5.2.24

a Florida Department of Revenue Form DR 228, completed and duly executed by Envy Seller solely as it pertains to the Dog Park Deed

and the Sliver Parcel Deed, which Form, together with the payment due thereunder, shall be submitted by Escrow Agent to the Florida Department

of Revenue promptly following Closing; and

5.2.25

such other documents and instruments required to be delivered by or on behalf of Sellers or Owners hereunder or reasonably required

by Purchaser, Title Company, Escrow Agent, or Shares Escrow Agent in order to consummate the transactions described in this Agreement.

At Closing,

Sellers will deliver or cause to be delivered to Purchaser possession of the Property through each Owner, subject to the Leases and Slip

Leases, and, to the extent not previously delivered to Purchaser, Sellers shall also deliver to Purchaser all keys for the Property in

the possession or subject to the control of Sellers, including, without limitation, master keys as well as combinations, codes, key fobs,

card keys and cards for the Property or its security systems, if any; copies of the Leases, Slip Leases, and Assumed Service Contracts;

all records within Sellers’ or the Owners’ possession reasonably required for the operation of the Property, including, without

limitation, tenant files and tenant information (including, without limitation, the date of birth and social security numbers, with respect

to all tenants under the Leases and Slip Leases, in an electronic format), and records of expenditures for repairs and maintenance; all

books, records and other documents relating to the ownership, operation and management of the Sellers and the Property; originals or copies

of the Intangible Property, but specifically excluding any Excluded Property and provided that the foregoing shall be deemed delivered

by Sellers for purposes hereof if left in the on-site property management office at the Property or posted at the Property.

5.3

Purchaser’s Closing Deliveries. At or prior to Closing, Purchaser shall deliver, or cause to be delivered, to Sellers,

Escrow Agent or Shares Escrow Agent, as applicable, the following, which shall be duly executed and acknowledged (if applicable) by Purchaser,

Issuer and/or the Guarantor, as applicable:

5.3.1

the balance of the Purchase Price, subject to the adjustments, prorations, and credits provided under this Agreement, to be disbursed

to Sellers in accordance with the Sale Allocation by wire transfer of immediately available to an account of each Seller specified by

such Seller in writing;

5.3.2

a counterpart of the Closing Statement;

5.3.3

counterparts of each Assignment of Membership Interests;

5.3.4

such evidence of Purchaser’s power and authority as Title Company may

reasonably require;

5.3.5

the Florida Section 692.204 Affidavit (as such term is defined in Section

13.4 below);

5.3.6

Purchaser’s Bring-Down Certificate;

5.3.7

the Escrow Agreement, duly executed by Issuer;

5.3.8

the Registration Rights Agreement;

5.3.9

the Asset Allocation;

5.3.10

evidence that the Rollover Shares have been issued in accordance with Exhibit D and the Escrowed Shares have been delivered

to Escrow Company;

5.3.11

the Reimbursement Agreement;

5.3.12

the Guaranty Documents, duly executed and acknowledged (as applicable) by each Stewards Guarantor;

5.3.13

the Stewards Joinder, duly executed by Guarantor;

5.3.14

the Section 5.9(b) Joinder, duly executed by each Personal Guarantor;

5.3.15

evidence reasonably satisfactory to Sellers and the Title Company that the Stewards Loans have been satisfied and paid in full

without recourse to Sellers or any of their Affiliates;

5.3.16

a Florida Department of Revenue Form DR 228, completed and duly executed by Envy Seller solely as it pertains to the Marina and

Community Center Deed, which Form, together with the payment due thereunder, shall be submitted by Escrow Agent to the Florida Department

of Revenue promptly following Closing; and

5.3.17

such other documents and instruments required to be delivered by or on behalf of Purchaser or Issuer hereunder or reasonably required

by Sellers, Owners, Title Company, Escrow Agent, or Shares Escrow Agent in order to consummate the transactions described in this Agreement.

5.4

Closing Prorations and Adjustments. Sellers shall prepare a schedule of the prorations and adjustments required by this

Agreement (the “Prorations Schedule”) and submit the proposed Prorations Schedule to Purchaser at least three (3) business

days prior to the Closing Date. The following items are to be prorated, adjusted or credited (as appropriate) as of the day immediately

preceding the Closing Date, it being understood that for purposes of prorations and adjustments, Sellers shall be deemed to be the owners

of the applicable Membership Interests up to 11:59 p.m. on the day immediately preceding the Closing Date and Purchaser shall be deemed

to be the owners of the Membership Interests as of midnight on the date of the Closing Date; provided, however, that the Parties may elect

to prorate all matters outlined in this Section 5.4, other than the real estate taxes and assessments in Section 5.4.1 (which shall be

prorated as of the Closing Date), post-Closing:

5.4.1

real estate taxes and assessments (including special assessments) based on the maximum discount available for early payment, business

improvement district charges, unmetered water and sewer charges and vault charges, if any, and any and all other municipal or governmental

assessments of any and every nature levied or imposed upon the Property in respect of the current fiscal year of the applicable taxing

authority in which the Closing Date occurs (the “Current Tax Year”), or the most recent available tax bill if the tax

bill for the Current Tax Year is not then available, and in any case, calculated taking into account the maximum allowable discount.

5.4.2

the fixed rent payable by tenants under the Leases and Slip Leases; provided, however, that rent and all other sums which are due

and payable to Owners by any tenants but uncollected as of the Closing (collectively, the “Delinquent Amounts”) shall

not be adjusted. If fixed rent in respect of the month in which Closing occurs (the “Current Month”) is unpaid by any

tenant, or any fixed rent is past due by any tenant for periods prior to the Current Month, Sellers and Purchaser agree that the first

moneys received after the Closing Date by Sellers or Purchaser, as the case may be, from such tenant shall be received and held by Purchaser

or Sellers, as applicable, in trust, and shall be promptly disbursed as follows: (i) first, to Sellers and Purchaser, in an amount equal

to all fixed rent owing by such tenant to Sellers and Purchaser in respect of the Current Month on a per diem basis based upon the number

of days in the Current Month prior to the Closing Date (which shall be allocated to Sellers) and the number of days in the Current Month

on and after the Closing Date (which shall be allocated to Purchaser); (ii) second, to Purchaser, in an amount equal to all other fixed

rent then due and owing by such tenant in respect of all periods after the Current Month; (iii) third, to Sellers, in an amount equal

to all other fixed rent then due and owing by such tenant to Sellers in respect of all periods prior to the Current Month; and (iv) the

balance, if any, to Purchaser. At Closing, Sellers shall deliver to Purchaser a schedule of all such Delinquent Amounts. In the event

any Delinquent Amount is inadvertently omitted from such schedule, Sellers shall

not be deemed to have waived

its rights to such Delinquent Amount. Purchaser shall cause Owners to include any and all Delinquent Amounts in the first bills submitted

to the tenants in question after the Closing and shall continue to do so for three (3) months thereafter, provided that Purchaser shall

not be obligated to take any other action to collect any Delinquent Amounts. Sellers shall not have the right to commence any legal action

to collect any Delinquent Amounts following the Closing Date from any tenant in possession. Purchaser shall cause Owners to promptly remit

to Sellers any Delinquent Amounts, net of costs of collection, in accordance with this Section;

5.4.3

promptly after Closing, Sellers shall transfer control of the Marina Revenue and the Security Deposit account(s) to Purchaser or

its designee, which funds shall be the sole property of Purchaser.

5.4.4

if applicable, water, electric, telephone and all other utility and fuel charges (other than such charges the payment of which

are the direct obligations of tenants under their respective Leases or Slip Leases or otherwise), fuel on hand (at cost plus sales tax);

provided, however, that any deposits with utility companies shall remain the property of Owners and Sellers shall receive a credit in

the amount of any such deposit (to the extent possible, utility prorations will be handled by meter readings on the day immediately preceding

the Closing Date);

5.4.5

operating expenses for the Property, including amounts due and payable by Owners under the Assumed Contracts, but excluding initial

inducement (or “up front”) payments made to Owners by vendors, and any sums due by Owners to the association under the CC&Rs;

5.4.6

Sellers shall not be required to assign any policies of insurance in respect of the Property to Purchaser or maintain any policies

of insurance in the Owners’ names beyond Closing. Purchaser shall be responsible for obtaining its own insurance as of the Closing

Date, and no adjustment shall be made for any insurance premiums.

5.4.7

assignable license and permit fees, if any;

5.4.8

other similar items of income and expense in connection with the operation

of the Property; and

5.4.9

at least three (3) business days’ prior to the Closing Date, Sellers shall endeavor to deliver to Purchaser (a) an estimated

proforma balance sheet of each Owner dated as of the Closing Date (collectively, the “Proforma Balance Sheet”), (b)

Sellers’ good faith estimate of the net amount of unapplied security deposits in each Owner’s operating account (and, at Sellers’

sole discretion, any other cash retained in an Owner’s operating account as of Closing), accounts receivable and accounts payable

with respect to such Owner and the portion of the Property owned by it as of the Closing Date (such net amount, the “Estimated

Adjustment Amount”), which Estimated Adjustment Amount shall be consistent with (and not duplicative of) the income and expenses

to be prorated at Closing under this Section 5.4, and (c) reasonably detailed documentation in form and substance reasonably acceptable

to Purchaser supporting the Proforma Balance Sheet and the Estimated Adjustment Amount. Notwithstanding the foregoing, Sellers’

failure to deliver the Pro Forma Balance Sheet and/or the Estimated Adjustment Amount prior to the Closing Date shall not delay or otherwise

affect the Closing. In such event (i) the Estimated Adjustment Amount shall be prepared, and adjustments shall be made, based on the balance

sheet contained in the most recent Financial Statements (as defined in Section 11.1.11), and (ii) the Pro Forma Balance Sheet, the Estimated

Adjustment Amount and the adjustment contemplated by this Section 5.4 shall be prepared and finalized following the Closing in accordance

with the procedures set forth below. If the Estimated Adjustment Amount, is delivered prior to Closing, whether based on the Pro Forma

Balance

Sheet, or most recent balance

sheet as provided herein, then at Closing, the Purchase Price shall be increased or decreased (as applicable) by an amount equal to

the Estimated Adjustment Amount. If the Estimated Adjustment Amount based on the Pro Forma Balance Sheet is not delivered prior to

Closing, a final adjustment shall be determined and paid post-Closing as provided herein. Within thirty (30) days following the

Closing Date, Purchaser shall prepare and deliver to Sellers a statement reflecting Purchaser’s calculation of the final

amount of the adjustments to be made under this Section 5.4 (such amount, the “Final Adjustment Amount”),

together with reasonable supporting documentation therefor. Sellers shall have ten (10) business days after receipt of the Final

Adjustment Amount to review the same and to notify Purchaser in writing of any objections thereto (a “Seller Objection

Notice”), which notice shall describe Sellers’ objections in reasonable detail. If Sellers do not timely deliver a

Seller Objection Notice, the Final Adjustment Amount shall be deemed accepted by Sellers and shall be final and binding on the

parties. If Sellers timely deliver a Seller Objection Notice, Purchaser and Sellers shall use good-faith efforts to resolve such

objections within ten (10) business days following Purchaser’s receipt thereof. If the parties are unable to resolve all such

objections within such period, then any unresolved matters shall be submitted to an independent nationally recognized accounting

firm mutually agreed upon by Sellers and Purchaser (the “Independent Accountant”), which shall act as an expert

and not as an arbitrator and whose determination shall be final and binding on the parties. The Independent Accountant shall be

instructed to resolve only those items specifically in dispute and strictly within the range of the positions asserted by Sellers

and Purchaser. The fees and expenses of the Independent Accountant shall be borne equally by Sellers and Purchaser, unless the

Independent Accountant determines that one Party’s position was not taken in good faith, in which case such Party shall bear

all such fees and expenses. The “True-Up Amount” shall mean (x) the

Estimated Adjustment Amount (if any) minus (y) the Final Adjustment Amount. If the True-Up Amount is a positive number, then Sellers

shall pay Purchaser an amount equal to the True-Up Amount within five (5) business days after the Final Adjustment Amount becomes

final and binding. If the True-Up Amount is a negative number, then Purchaser shall pay Sellers an amount equal to the absolute

value of the True-Up Amount within five (5) business days after the Final Adjustment Amount becomes final and binding.

Notwithstanding anything to the contrary herein, (i) Purchaser shall not be entitled to include in the Final Adjustment Amount any

items expressly prorated under Section 5.4 or any items that would result in a duplication of income, expenses or liabilities, (ii)

no adjustment shall be made for any cash, accounts or liabilities other than those specifically contemplated by this Section 5.4,

and (iii) the adjustment mechanism set forth herein is intended solely to true-up working capital-type items and shall not result in

a windfall to Purchaser.

Not later

than the date that is ninety (90) days after the Closing Date, Sellers and Purchaser shall re-prorate the adjustments and prorations provided

for herein, other than the proration for the real estate taxes and assessments, respecting any items that were not capable of being determined

as of the Closing Date or that previously were wrongfully determined and need to be corrected and the manner in which such items shall

be determined and paid. The net amount due Sellers or Purchaser, if any, by reason of adjustments to the Closing Statement shall be paid

in cash by the Party obligated therefor within five (5) business days following the final agreed re-proration by Sellers and Purchaser.

The re-prorations agreed to by Sellers and Purchaser not later than ninety (90) days after the Closing Date shall be conclusive and binding

on the Parties hereto. Prior to and following the Closing Date, each Party shall provide the other with such information as the other

shall reasonably request in order to make the preliminary and final adjustments and prorations provided for herein. Notwithstanding anything

herein to the contrary, when the actual amount of taxes for the 2026 year is finally ascertained, any further adjustment will be promptly

made between the Parties in cash. The obligations of Purchaser and Sellers under this Section 5.4 shall survive the Closing.

5.5 Transaction

Costs. At Closing, Sellers shall pay (a) one-half (1/2) of Escrow Agent’s fees

and costs, (b) fees and disbursements of Sellers’ attorneys, (c) costs of releasing any Must

Cure Items; and (d)

one-half (1/2) of all documentary stamps and/or similar transfer taxes imposed by the State of Florida in connection with the Dog

Park Deed, the Sliver Parcel Deed, and the Marina and Community Center Deed. At Closing, Purchaser shall pay the (i) costs related

to the Survey and Purchaser’s due diligence; (ii) one-half (1/2) of Escrow Agent’s fees and costs and all of Shares

Escrow Agent’s fees and charges; (iii) all charges and costs for any the Title Commitment and Title Policy, lender policy and

any endorsements requested by Purchaser (other than those which are Sellers’ responsibility hereunder); (iv)

fees and disbursements of Purchaser’s attorneys; (v) the recording cost of the Marina and Community Center Deed, the Dog Park

Deed, the Sliver Parcel Deed and the Skywalk Easement; (vi) one-half (1/2) of all documentary stamps and/or similar transfer taxes

imposed by the State of Florida in connection with the Dog Park Deed, the Sliver Parcel Deed, and the Marina and Community Center

Deed; and (vii) interest charges accruing under the Owners’ existing loan encumbering the Property from and after July 25,

2026 through the Closing. Any other costs or charges of closing this transaction not specifically mentioned in this Agreement shall

be paid and adjusted in accordance with local custom in the County in which the Property is located to the extent mutually

acceptable to Purchaser and Sellers. The obligations of Purchaser and Sellers under this Section 5.5 shall survive the Closing.

5.6 Notice

of Transfer. Upon Closing, Purchaser, at its sole cost and expense, shall deliver to the Broward County Florida County Property

Appraiser, a Department of Revenue Form DR-430 notice of the change of ownership and control in the Property in accordance with

Florida Statutes §193.1556. Purchaser shall indemnify, defend and hold Sellers, Owner and Sellers’ Affiliates harmless

from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable attorneys’

fees incurred in connection therewith) arising out of or resulting from Purchaser’s failure to comply with the terms of this

Section 5.6. The obligations of Purchaser under Section 5.6 of this Agreement shall survive the Closing.

5.7 Delisting.

Sellers acknowledge that, as of September 10, 2026, Issuer is listed and approved by the Commission for trading on the Nasdaq stock

market (“Nasdaq”). Purchaser acknowledges that as material inducement for Sellers to enter into this Agreement,

Sellers relied on the Issuer becoming listed and approved for trading on the Nasdaq. In the event the Issuer is delisted from the

Nasdaq (“Delisting”), Issuer shall have one hundred twenty (120) days from the date of such Delisting to become

relisted on the Nasdaq (the “Relisting Cure Period”). If Issuer fails to become relisted within the Relisting

Cure Period, the Issuer shall pay to Sellers, within ten (10) days after the expiration of the Relisting Cure Period, and on each of

the first five (5) yearly anniversaries of such Delisting, if the Delisting remains by each such date, the amount of Five Million

Five Hundred Thousand Dollars ($5,500,000.00) per each such payment date (up to a total, cumulative amount of Thirty-Three Million

Dollars ($33,000,000.00)) as liquidated damages (the “Liquidated Damages”). Sellers shall have the sole and

absolute discretion to direct the Issuer in writing to satisfy the Liquidated Damages obligation (and each component thereof) by:

(i) paying Sellers the full amount in cash or (ii) issuing to Sellers additional Common Shares of Issuer equal in value to the

Liquidated Damages amount (calculated at $3.00 per share) (“Additional Shares”) or (iii) by satisfying the

Liquidated Damages obligation (any component thereof) partially by payment in cash and partially by issuance of Additional Shares.

If Sellers elect to direct Issuer to issue Additional Shares in satisfaction of the Liquidated Damages, such Additional Shares shall

be duly authorized, validly issued, fully paid, and non-assessable and shall constitute Registrable Securities entitled to

registration rights. The Parties agree that the Liquidated Damages amount is a reasonable pre-estimate of Sellers’ potential

damages and does not constitute a penalty. The Parties acknowledge and agree that the Sellers’ harm caused by a Delisting as

provided herein would be impossible or very difficult to accurately estimate as of the Effective Date, and that the Liquidated

Damages are a reasonable estimate of the anticipated or actual harm that might arise from such a breach. Subject to Sellers’

rights that survive Closing, payment (or issuance, as directed by Sellers hereunder) of the Liquidated Damages (and the recovery of

any attorneys’ fees and expenses in

accordance with Section 15.15) shall be Sellers’

sole and exclusive remedy for Issuer’s Delisting. Except

as expressly provided in any provision hereof

that survives Closing, in no event shall the Delisting result in

(i) any reversion of the Property

to Sellers, (ii) forfeiture of any deposits, payments, or other amounts previously paid or advanced by Purchaser, or (iii) any other damages,

termination rights, or remedies whatsoever. Guarantor shall guarantee Issuer’s obligations with respect to the payment of any Liquidated

Damages due hereunder pursuant to the Stewards Joinder. Notwithstanding the foregoing, this Section shall survive the Closing.

5.8

Asset Allocation. Purchaser and Sellers agree to allocate the Purchase Price (together with any assumed liabilities) for

the Property, as set forth in Exhibit D hereof (the “Asset Allocation”). Part I of the Asset Allocation shall

be completed in the manner required by Section 1060 of the Code. Purchaser and Sellers further agree to comply with all filing, notice

and reporting requirements described in Section 1060 of the Code and the Treasury Regulations promulgated thereunder, including the timely

preparation and filing of Form 8594 based on the Asset Allocation. Part II of the Asset Allocation allocates the portion of the Purchase

Price allocated to Real Property (the “Real Property Value”). The Real Property Value shall be allocated among the

Parcels comprising the Real Property and the Improvements thereon, as set forth in the Asset Allocation. Purchaser and Sellers hereby

agree that they will report the federal, state, foreign and other Tax consequences of the transactions contemplated by this Agreement

in a manner consistent with the Asset Allocation.

5.9

Unpaid Obligations.

(a)

Notwithstanding anything to the contrary herein or in the Agreement, if any portion of the following (individually and/or collectively

as context may require, the “Unpaid Obligation”): (i) the Required Redemption, including all Required Redemption Late

Payment Damages; (ii) the Liquidated Damages; or (iii) the Extension Fee (as hereinafter defined), have not been fully paid within one

(1) year after the Closing Date, then the amount of such Unpaid Obligation shall be subject to the remedies set forth in this Section.

Sellers shall have the right, in their sole and absolute discretion, to either: (a) direct a forced sale of the Property, in which event

Sellers shall be entitled to cause the Property to be sold, on such market terms and conditions as Sellers may reasonably determine, and

to apply the net proceeds of such sale to the payment of the Unpaid Obligation (a “Forced Sale”), or (b) to extend

the time for payment of all or any portion of the Unpaid Obligation on a month-to-month basis in consideration of an extension fee equal

to two percent (2%) of the then-outstanding Unpaid Obligation per month (the “Extension Fee”). Sellers may make or

change such election on a monthly basis for so long as any Unpaid Obligation remain outstanding, in each case in Sellers’ sole and

absolute discretion. In furtherance of any Forced Sale directed by Sellers under clause (a) above, Purchaser shall fully cooperate with

Sellers and take all actions reasonably requested by Sellers to consummate such Forced Sale, including, without limitation, promptly executing

and delivering all deeds, assignments, listing agreements, purchase and sale agreements, closing

documents, and other instruments; providing access to the Property for inspections, appraisals, and showings; furnishing all books,

records, and information relating to the Property; and refraining from taking any action that would delay, impair, or interfere with such

Forced Sale. In connection therewith, Purchaser hereby irrevocably constitutes and appoints Sellers as Purchaser's attorney-in-fact, coupled

with an interest, with full power of substitution, to execute, acknowledge, and deliver any and all such instruments and to take any and

all such actions in Purchaser’s name and on Purchaser’s behalf if Purchaser fails to do so within five (5) business days after

Sellers’ written request. All costs and expenses incurred by Sellers in connection with a Forced Sale, including reasonable attorneys’

fees, brokerage commissions, and closing costs, shall be paid out of the proceeds of the Forced Sale. Any Extension Fee shall be due and

payable in advance on the first calendar day of each month, shall be in addition to, and shall not reduce or be credited against, any

Unpaid Obligation or any other amount due to Sellers.

(b)

From and after Closing, if any portion of the Unpaid Obligation remains outstanding, if Sellers elect a Forced Sale or if Purchaser

sells, transfers, refinances, or otherwise disposes of the Property or any portion thereof, then the Unpaid Obligation shall be paid to

Sellers out of the proceeds of any such Forced Sale, sale, transfer, refinancing, or other monetization proceeds before any distribution,

dividend, return of capital, or other payment is made to Purchaser, Issuer, any of their respective Affiliates, or any direct or indirect

equity holder of any of the foregoing. Not less than ten (10) business days prior to consummating any such transaction, Purchaser shall

deliver written notice thereof to Sellers, together with reasonable detail as to the anticipated proceeds and closing date. Sellers shall

have a second-position payment right in and to such proceeds until all such cash proceeds payable to Sellers under this Agreement have

been paid in full, subject only to the LoanCore Loan. Except for the LoanCore Loan, Purchaser shall not create, incur, assume, permit,

or suffer to exist any additional indebtedness, monetary lien, security interest, pledge, or other claim against the Property or such

proceeds that is senior to Sellers' payment right under this Section without the prior written consent of Sellers. To secure the payment

and performance of the Unpaid Obligation, Sellers shall have the right, for so long as any portion of the Unpaid Obligation remains outstanding,

to unilaterally record a vendee's lien against the Property in the land records of Broward County, Florida, without the execution, joinder,

or acknowledgment of Purchaser. Purchaser and Issuer shall not, and shall cause their respective Affiliates not to, make or permit any

distribution or payment in violation of this Section. As a material inducement to Sellers entering into this Agreement, Glen Steward and

Shaun Quin (each, a “Personal Guarantor” and, collectively, the “Personal Guarantors”) hereby jointly

and severally, and absolutely, unconditionally, and irrevocably, guaranty to Sellers the full and prompt payment of the Required Redemption

Late Payment Damages and compliance with the payment-priority, second-position payment right, and distribution covenants set forth in

this Section 5.9(b). The obligations of the Personal Guarantors under this guaranty, and the covenants of Purchaser and Issuer under this

Section, shall survive the Closing and shall remain in full force and effect until the Unpaid Obligation has been paid and performed in

full. This Section shall be binding upon each Personal Guarantor and its heirs, executors, administrators, successors, and assigns, and

shall inure to the benefit of Sellers and their successors and assigns.

(c)

The parties acknowledge that a breach of the covenants set forth in this Section would cause Sellers irreparable harm for which

monetary damages would be an inadequate remedy, and accordingly Sellers shall be entitled to seek specific performance and injunctive

relief to enforce this Section, without the necessity of posting any bond or other security, in addition to all other remedies available

at law or in equity. This Section shall survive the Closing.

CASUALTY AND CONDEMNATION.

6.1

Notice by Sellers. If, prior to the Closing, all or any portion of the Property is damaged by fire or any other cause whatsoever

or any Seller receives written notice of condemnation or sale in lieu of condemnation of any portion of the Property, Sellers shall promptly

give Purchaser written notice of such damage or condemnation.

6.2

Minor Loss. If a casualty or condemnation does not result in a Major Loss (hereafter defined), Sellers shall have no obligation

to repair any damage caused by such casualty or condemnation and Purchaser shall be bound to purchase the Property and Sellers will either

(a) if all insurance or condemnation proceeds have been received by Closing, credit to Purchaser at Closing an amount equal to the amount

of casualty insurance proceeds (net any sums used by Sellers for the protection of or emergency repairs to the Property) and condemnation

proceeds (net any expenses actually incurred by Sellers, including attorney’s fees of collecting the same) collected by such Sellers

as a result of such damage or destruction or condemnation, or (b) if any portion of the insurance proceeds or condemnation

proceeds have not been received

by Closing, credit to Purchaser at Closing an amount equal to the amount of casualty insurance proceeds (net any sums used by Sellers

for the protection of or emergency repairs to the Property) and condemnation proceeds (net any expenses actually incurred by such Sellers,

including attorney’s fees of collecting the same) collected by such Sellers prior to Closing as a result of such damage or destruction

or condemnation, and give Purchaser an assignment of Sellers’ rights to receive insurance or condemnation proceeds that have not

been collected before the Closing. The proceeds of any rent insurance paid in respect of any casualty will be apportioned between Sellers

and Purchaser as if the same were rent, as and when received. If the damage or destruction arises out of an uninsured risk, Sellers shall

either repair the casualty or provide Purchaser with a credit to the Purchase Price for the cost to repair the same; provided, that, if

the cost to repair such casualty exceeds $250,000.00, Sellers may elect not to do either of the foregoing (i.e., repair or provide a credit),

in which case Purchaser, upon written notice to Sellers, may terminate this Agreement and the Deposit will be repaid to Purchaser in accordance

with Section 2.2.1.

6.3

Major Loss. If (a) the Property or any portion thereof is taken or threatened to be taken by condemnation, or (b) the Property

is destroyed or damaged by fire or other casualty and the estimated cost to repair such damage or destruction exceeds $1,000,000.00 (each

of the events described in clauses (a) and (b) above, a “Major Loss”), then Purchaser shall have the right to terminate

this Agreement upon written notice to Sellers delivered within ten (10) days after Sellers’

notice of damage or condemnation to Purchaser (but in no event later than the Closing). If Purchaser elects to terminate this Agreement,

the Deposit will be repaid to Purchaser in accordance with Section 2.2.1, and neither Party will have any further rights or obligations

hereunder, except for any obligations that expressly survive termination. If Purchaser fails to notify Sellers of Purchaser’s election

to terminate this Agreement within such ten (10) day period (or such shorter period so as to permit Closing to occur not later than the

Closing Date, time being strictly of the essence), then Purchaser shall be deemed to have elected to proceed to Closing in accordance

with Section 6.2 above.

Notwithstanding

the foregoing, the Parties acknowledge that an insurance claim is pending in the name of Owners for damage occurring to the Property prior

to the Effective Date. This provision shall survive the Closing.

BROKERAGE. Purchaser, Issuer and Sellers each represent and warrant to the other that no brokers have been engaged or consulted

by or on behalf of the warranting Party or any Affiliate of such Party or are in any way entitled to compensation as a consequence of

the sale of the Membership Interests to Purchaser. Purchaser and Issuer agree to indemnify and hold harmless the Sellers from and against

any and all Claims and expenses for any brokerage or agent commission or fee arising out of this transaction by any broker or agent with

whom Purchaser has dealt. Each Seller agrees to indemnify and hold harmless the Purchaser and Issuer from and against any and all Claims

and expenses for any brokerage or agent commission or fee arising out of this transaction by any broker or agent with whom such Seller

has dealt. Each Party shall have the right, however, to participate in the defense of any action brought by such agent or broker. Notwithstanding

the foregoing or anything to the contrary herein, Purchaser shall pay a commission to BayBridge Real Estate Capital in connection with

the closing of the LoanCore Loan in accordance with a separate written agreement. The provisions of this Section 7 shall survive the Closing.

DEFAULT AND REMEDIES.

8.1

Purchaser’s Remedies. Subject to Section 8.3 below, in the event that one (1) or more of the Sellers or Owners are

in material breach of any of the terms, covenants, conditions, warranties, representations or obligations hereunder applicable to it,

and the same prevents the Closing hereunder, then Purchaser may, at its option and as its sole and exclusive remedy (and the recovery

of any attorneys’ fees

and expenses in accordance

with Section 15.15), either (a) terminate this Agreement, in which event the Deposit will be repaid to Purchaser in accordance with

Section 2.2.1, and Sellers shall reimburse Purchaser for the actual out-of-pocket third-party costs incurred by Purchaser in

connection with this Agreement and its review of the Property and the Membership Interests in an amount not to exceed $100,000.00

(“Pursuit Costs”), (b) waive the default and proceed to Closing without any reduction in the Purchase Price, or

(c) pursue an action for specific performance of this Agreement; provided, if specific performance is unavailable to Purchaser

because Sellers have voluntarily conveyed the Property or any portion thereof to one or more third parties in violation of the terms

of this Agreement, Sellers shall be liable to Purchaser for damages equal to the difference between the Purchase Price hereunder and

the price at which Sellers sold the Property or portion thereof to the third party(ies), in addition to the Purchaser’s

Pursuit Costs and repayment of the Deposit in accordance with Section 2.2.1 as outlined in clause (a) of this Section 8.1. As a

condition precedent to Purchaser’s exercising any right it may have to bring an action for specific performance hereunder,

Purchaser must commence such action for specific performance within forty-five (45) days

after the date scheduled for Closing. Purchaser agrees that its failure to timely commence such an action for specific performance

within such forty-five (45) day period shall be deemed a waiver by it of its right to commence an action for specific performance as

well as a waiver by it of any right it may have to file or record a notice of lis pendens against the Property. Notwithstanding the

foregoing, nothing in this Section 8.1 shall limit any indemnification or other obligations of Sellers under this Agreement from and

after the Closing.

8.2

Sellers’ Remedies. Subject to Section 8.3 below, in the event that Purchaser is in material breach of any of its terms,

covenants, conditions, warranties, representations or obligations hereunder, and the same prevents the Closing hereunder, then at the

option of Sellers, and as Seller’s sole and exclusive remedy (and the recovery of any attorneys’ fees and expenses in accordance

with Section 15.15), the Stewards Loans shall be deemed satisfied and paid in full without recourse to Sellers or any of their Affiliates

in accordance with Section 2.2.1, such sum being agreed upon as liquidated damages for such breach or failure of performance by Purchaser

and because of the difficulty, inconvenience and uncertainty of ascertaining actual damages, and the Parties shall thereupon be relieved

and released from all other and further obligations under this Agreement except for the obligations which expressly survive this Agreement.

Notwithstanding the foregoing, nothing in this Section 8.2 shall limit any indemnification or other obligations of Purchaser or Issuer

under this Agreement from and after the Closing.

8.3

Notice and Cure. Except for Sellers’ or Purchaser’s failure to close on the scheduled Closing Date, neither

Sellers nor Purchaser shall be deemed in default under this Agreement unless such Party is given written notice of its failure to comply

with this Agreement and such failure continues for a period of three (3) business days following the date such notice is given; provided,

however, that the notice and cure period set forth in this Section 8.3 shall not under any circumstances be deemed to extend the Review

Period hereunder.

DUE DILIGENCE.

9.1

Review Period.

9.1.1

Prior to the Effective Date, Sellers have made available to Purchaser and Purchaser’s employees, agents, officers, prospective

lenders and investors, directors, attorneys, consultants, contractors, architects and other Representatives (collectively, the “Purchaser’s

Representatives”) certain materials which pertain to the Owners, the Property and other current assets and current liabilities

of the Owners, including, without limitation, drawings, plans, appraisals, existing leases, surveys, zoning reports, environmental site

assessments, rent rolls, restrictive covenants, title commitments and title policies, active

permits, certificates of occupancy,

the Financial Statements and available tax returns for fiscal years 2024 and 2025, and Sellers will make available to Purchaser such other

documents, instruments and information related to the Property or the ownership or operation thereof as reasonably requested by Purchaser,

to the extent in Sellers’ or Owners’ possession or control (such documents made available to Purchaser, the “Due

Diligence Materials”). Purchaser shall keep such Due Diligence Materials confidential, subject to Purchaser’s right to

disseminate Due Diligence Materials to or among Purchaser’s Representatives, in each case on a need-to-know basis. The aforementioned

shall not preclude the disclosure to potential investors of the proposed purchase price, the net operating income of the Property and

the approximate rate of return on the investment. Sellers make no representation or warranty as to the truth or accuracy of the Due Diligence

Materials provided to Purchaser, except as otherwise expressly provided in this Agreement or the documents to be delivered by Sellers

at Closing.

9.1.2

Purchaser and Purchaser’s Representatives shall have the right to enter upon the Property at any reasonable time during normal

business hours during the term of this Agreement upon 24 hours’ prior notice to Sellers (which shall be delivered to Bernard Hsiao

via electronic mail at bh@invesca.com) for the limited purpose of performing investigations, inspections, tests, studies, and surveys

(collectively, “Inspections”). In conducting any Inspections of the Property, Purchaser shall at all times comply with

all applicable laws and regulations of all applicable governmental authorities with respect to such Inspections, and neither Purchaser

nor any of Purchaser’s Representatives shall interview any tenants (including, without limitation, telephone conversations or electronic

mail messages) at, or contractors providing services to, the Property, unless in each case Purchaser obtains the prior written consent

of Sellers (which may be given via electronic mail), which consent shall not be unreasonably withheld, it being agreed that all requests

for such contacts or discussions shall be directed to Bernard Hsiao via electronic mail (at bh@invesca.com). In conducting any Inspections

or otherwise accessing the Property, Purchaser and Purchaser’s Representatives shall at all times comply with, and shall be subject

to, the rights of the tenants of the Property (and any persons claiming by, under or through such tenants), and Purchaser shall use commercially

reasonable efforts to ensure that neither it nor any of Purchaser’s Representatives shall materially adversely interfere, subject

to the rights granted to Purchaser herein, with the business of Sellers conducted at the Property or unreasonably disturb the use or occupancy

of any tenant or occupant of the Property. Sellers may from time to time establish reasonable rules of conduct for Purchaser and Purchaser’s

Representatives in furtherance of the foregoing, and Purchaser shall comply with all of Sellers’ reasonable requirements regarding

entry upon the Property of which Purchaser has received prior written notice. Sellers shall be entitled to have a representative present

at all times during each such Inspection or other access; provided, however, if Sellers fail to make

a representative present for a scheduled Inspection or access, Purchaser and Purchaser’s Representatives shall have the right

to proceed with such Inspection or access without Sellers’ representative present. Purchaser shall, at its own expense, repair or

restore any damage to the Property caused by the Inspections to substantially the condition existing prior to Purchaser’s or Purchaser’s

Representatives entry. Neither Purchaser nor any Purchaser’s Representative shall intentionally damage any part of the Property.

9.1.3

All inspection fees, appraisal fees, engineering fees and other costs and expenses of any kind incurred by Purchaser or Purchaser’s

Representatives relating to such Inspections and its other access shall be at the sole expense of Purchaser. Except as expressly permitted

herein, Purchaser shall keep all information obtained during its inspections and access to the Property confidential. If the Closing shall

not occur for any reason whatsoever, Purchaser shall: (A) if requested by Sellers, and upon receipt of the reimbursement of the costs

therefor, deliver to Sellers without representation or warranty of any kind, express or implied, copies of all tests, reports and inspections

of the Property, made and conducted by Purchaser or Purchaser’s Representatives, or for Purchaser’s benefit, that are in the

possession or control of Purchaser or Purchaser’s Representatives within a reasonable period of time (not to exceed ten (10) days)

after receipt of Sellers’

request and reimbursement by Sellers; (B) promptly return to Sellers all original Due Diligence Materials delivered by Sellers to Purchaser;

and (C) promptly destroy all copies and abstracts of the materials referenced in (A) and (B) above. Purchaser and Purchaser’s Representatives

shall not be permitted to conduct borings of the Property or drilling in or on the Property, or any other invasive, intrusive or destructive

testing in connection with the preparation of an environmental audit or in connection with any other Inspections of the Property without

the prior written consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed (and, if such consent is

given, Purchaser shall be obligated to repair or restore any damage to the Property as aforesaid). This Section 9.1.3 shall survive the

Closing or any termination of this Agreement.

9.1.4

Purchaser acknowledges that its period to inspect the Property (“Review Period”) has expired as of the Effective

Date, and that Purchaser has completed its Inspections of the Property to its satisfaction. Subject to the terms of this Agreement, Purchaser

hereby accepts the Property in its "AS IS" condition and shall have no right to terminate this Agreement based on the results

of any Inspections of the Property.

9.1.5

Concurrently with the execution of this Agreement and during the term of this Agreement, Purchaser shall cause any and all parties

that access the Property pursuant to the rights granted herein to maintain, at its expense, (i) workers’ compensation insurance

in accordance with applicable law, and (ii) commercial general liability (“CGL”) insurance, issued on a form at least

as broad as Insurance Services Office (“ISO”) Commercial General Liability Coverage “occurrence” form CG

00 01 10 01 or another “occurrence” form providing equivalent coverage, including contractual liability and personal injury

liability coverage, with limits of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00)

in the aggregate. Sellers, and its property manager (ZRS MANAGEMENT, LLC), shall be covered as additional insureds on the CGL insurance

policies with respect to liability arising out of the named insured’s acts or omissions relating to the Property. Prior to making

any entry upon the Property, Purchaser shall furnish to Sellers a certificate of insurance evidencing the foregoing coverages, which certificate

of insurance shall be in form and substance reasonably satisfactory to Sellers. Additionally, Purchaser agrees that it shall not directly

access the Property pursuant to the rights granted herein unless and until Purchaser provides Sellers with proof that Purchaser has the

insurance required herein.

9.1.6

Purchaser shall pay for all Inspections performed on the Property by or on behalf of Purchaser and shall not permit the creation

of any lien in favor of any contractor, subcontractor, materialman, mechanic, surveyor, architect or laborer. Purchaser hereby expressly

agrees to indemnify and hold Sellers harmless against any Claim, including without limitation damage or injury to either persons or property

(collectively, “Losses”), arising out of Purchaser’s or its agent’s or representative’s actions under

this paragraph, other than any Losses incurred solely as the result of (a) the mere discovery of existing conditions so long as not exacerbated

by Purchaser, or (b) the gross negligence or willful misconduct of Sellers or their respective agents or representatives. This Section

9.1.6 shall survive the Closing or any termination of this Agreement.

9.2

Service Contracts. On or prior to the last day of the Review Period, Purchaser shall advise Sellers in writing of which

Contracts Purchaser will assume and which Contracts Purchaser requests that Sellers deliver written termination at or prior to Closing,

provided, however, if under any of the Service Contracts for which Purchaser requests Sellers deliver written termination the applicable

Seller has no right to terminate same on or prior to Closing with the delivery of notice, or if a termination fee or charge is due thereunder

as a result of such termination, Purchaser shall either (i) assume at Closing all obligations thereunder from the Closing until the expiration

dates of such Contract; or (ii) reimburse such Seller for the

payment of the termination related

fee or charge, as applicable, at Closing. If Purchaser fails to timely notify Sellers with respect to a specific Contract, Purchaser will

be deemed to have elected to assume such Contract and to have waived its right to require the applicable Seller to give a termination

notice with respect to such Contract at Closing. Purchaser must assume the obligations arising from and after the Closing Date under those

Contracts (1) that Purchaser has agreed to assume or deemed to have elected to assume, or that Purchaser is obligated to assume pursuant

to this Section 9.2, and (2) for which a termination notice is delivered as of or prior to Closing but for which termination is not effective

until after Closing (collectively, the “Assumed Service Contracts”). Sellers shall deliver written notices of termination

to the service providers under the Contracts Purchaser has requested to terminate promptly after the expiration of the Review Period.

10.

RESERVED.

11.

REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.

11.1

Representations and Warranties by Sellers and Owners. Each Seller and Owner (unless a particular Seller or Owner is expressly

indicated below, in which event, the representation or warranty shall be deemed to be made only by the Seller and/or Owner indicated)

separately (and not jointly and severally) makes the following representations and warranties to Purchaser and the Issuer, which representations

and warranties shall be true and correct as of the Effective Date (unless another date is specified below) and shall be deemed to be made

by each such Seller and Owner only with respect to itself, the applicable Membership Interests owned by such Seller, and the applicable

portion of the Property owned directly or indirectly by such Seller or Owner, as applicable:

11.1.1

Envy Propco is a limited liability company validly existing and in good standing under the laws of the State of Delaware and is

qualified to do business in the State of Florida.

11.1.2

Myelin Propco is a limited liability company validly existing and in active status under the laws of the State of Florida.

11.1.3

Envy Seller has delivered to Purchaser true and complete copies of the certificate of formation and limited liability company agreement

of the Envy Propco (that certain Limited Liability Company Agreement of Envy Propco dated as of December 10, 2021; the “Envy

Propco LLC Agreement”), and all amendments thereto, and such certificate of formation and limited liability company agreement

(as the same have been amended, if applicable) remain in full force and effect.

11.1.4

(i) Myelin Group Owners have delivered to Purchaser true and complete copies of the articles of organization and operating agreement

of the Myelin Seller, and all amendments thereto, and such articles of organization and operating agreement (as the same have been amended,

if applicable) remain in full force and effect; and (ii) as of the Closing Date only, Myelin Seller has delivered to Purchaser true and

complete copies of the articles of organization and operating agreement of the Myelin Propco (the “Myelin Propco Operating Agreement”),

and all amendments thereto, and such articles of organization and operating agreement (as the same have been amended, if applicable) remain

in full force and effect.

11.1.5

Each Seller possesses all requisite power and authority, and has taken all actions required by its organizational documents (as

applicable) and applicable law, to execute and deliver this Agreement and will by Closing have taken all actions required by its organizational

documents and applicable law, to consummate the transactions contemplated by this Agreement. The execution and

delivery of this Agreement by

such Seller and such Seller’s consummation of the transactions contemplated hereby does not and will

not: (a) conflict with or result in a violation or breach of, or default under, any provision of the organizational documents of such

Seller (as applicable) or the applicable Owner; (b) conflict with or result in a violation or breach of any provision of any federal,

state or other law or regulation applicable to such Seller or the applicable Owner; or (c) require the consent,

notice or other action (other than consent, notices or other actions that have been obtained

or will be obtained at or before the Closing) by any individual, corporation, limited partnership,

general partnership, joint venture, limited liability company, trust, estate, unincorporated organization, association or other entity

(each, a “Person”) under, conflict with, result in a violation or breach of, constitute

a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration

of or create in any party the right to accelerate, terminate, modify or cancel any contracts or agreements to which such Seller or the

applicable Owner is a party or by which such Seller or the applicable Owner is bound or to which any of their respective properties and

assets are subject.

11.1.6

This Agreement constitutes, and each document and instrument contemplated hereby to be executed and delivered by such Seller, when

executed and delivered, shall constitute the legal, valid and binding obligation of such Seller enforceable against such Seller in accordance

with its respective terms (subject to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights

generally). The person(s) signing this Agreement on behalf of such Seller is authorized to do so.

11.1.7

To Sellers’ knowledge, no law, statute, rule, regulation, judgment, order, writ, injunction or decree which is binding upon

such Seller or the applicable Owner prohibits the execution, delivery or performance of this Agreement by such Seller or the consummation

of the transactions contemplated hereby, or requires such Seller or the applicable Owner to obtain any consent, authorization, approval

or registration which such Seller or the applicable Owner have not obtained.

11.1.8

The Envy Membership Interest is the sole outstanding limited liability company interest of Envy Propco. Envy Seller is the sole

legal and beneficial owner of the Envy Membership Interest, and it owns such interest free and clear of all Claims and Encumbrances and

has not sold, pledged, hypothecated or otherwise encumbered all or any portion of the Envy Membership Interest, and no other Person has

any right, title or interest in and to the Envy Membership Interest. There are no outstanding or authorized

options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the Envy

Membership Interest or any other equity interests in Envy Propco, other than the Envy Propco LLC Agreement, or

obligating Envy Seller to sell the Envy Membership Interest, or obligating Envy Propco to

issue any other interest in Envy Propco. Other than the organizational documents of Envy Propco,

there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting

or transfer of the Envy Membership Interest.

11.1.9

From and after the effective date of the Myelin Restructuring:

(a)

the Myelin Membership Interest is the sole outstanding membership interest of Myelin Propco;

(b)

Myelin Seller is the sole legal and beneficial owner of the Myelin Membership Interest, and it owns such interest free and clear

of all Claims and Encumbrances and has not sold, pledged, hypothecated or otherwise encumbered all or any portion of the

Myelin Membership Interest, and no other Person

has any right, title or interest in and to the Myelin Membership Interest;

(c)

there are no outstanding or authorized options, warrants, convertible securities or other rights,

agreements, arrangements or commitments of any character relating to the Myelin Membership Interest or

any other equity interests in Myelin Propco, other than the Myelin Propco Operating Agreement,

or obligating Myelin Seller to sell the Myelin Membership Interest, or

obligating Myelin Propco to issue any other interest in Myelin Propco;

(d)

other than the organizational documents of Myelin Propco, there

are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Myelin

Membership Interest.

11.1.10

None of the Membership Interests are evidenced by or represented by a certificate or certificates, and no certificates have ever

been issued with respect to any of the Membership Interests. Other than this Agreement, such Seller has not entered into any agreement

to sell or otherwise encumber or dispose of any or all of the Membership Interests. Such Seller has the full right, power and authority

to sell, assign, transfer and deliver the applicable Membership Interests to Purchaser pursuant to this Agreement.

11.1.11

Exhibit J sets forth (i) reserved, (ii) unaudited statements of revenues and expenses of the Owners for calendar year 2026

through the most recently ended calendar month, (iii) unaudited balance sheets of Owners for calendar years 2024, 2025 and 2026 through

the most recently ended calendar month of 2026 (collectively, the “Financial Statements”). The Financial Statements

fairly represent in all material respects the financial condition of the applicable Owner as of the respective dates they were prepared

and the results of the operations for the periods indicated, provided that the 2026 Financial Statements will be subject to normal year-end

and other adjustments. The Owners have no material liabilities other than as are disclosed on the Financial Statements for calendar year

2026 as of August 31, 2026 other than any liabilities adequately reflected or reserved against in the applicable Owner’s balance

sheet as of the date of such report or incurred in the ordinary course of business since the date of such most recent report.

11.1.12

Except as disclosed to Purchaser, all material Tax Returns (hereafter defined) required to be filed by the Owners and the Sellers

have been timely filed (or proper extensions thereof have been obtained and maintained). All such Tax Returns are true and correct in

all material respects. No deficiencies for federal, state or other applicable Taxes (hereafter defined) have been claimed, assessed or,

to Sellers’ knowledge, proposed against such Owners or Sellers by any governmental authority. All Taxes due and payable by such

Owners and Sellers (whether or not shown or required to be shown on any Tax Return) have been paid, except for any Taxes the amount or

validity of which is being contested in good faith. No Claim has ever been made by an authority in a jurisdiction where such Owner or

Sellers do not file Tax Returns that such Owners or Sellers are or may be subject to taxation by that jurisdiction. There are no pending

or, to each Seller’s knowledge, threatened, audits, investigations or Claims for or relating to any liability in respect of federal,

state or other applicable taxes, and there are no matters under discussion with any governmental authorities with respect to Federal,

state or other applicable Taxes that could result in an assessment of Federal, state or other applicable Taxes against the Owners or Sellers.

No Owner or Seller has been notified in writing that any taxing authority intends to audit a Federal, state or

other applicable tax return

for any other period for such Owner or Seller. Each Owner and Seller has withheld and paid all Taxes required to have been withheld and

paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, or other third party, and all Forms

W-2 and 1099 required with respect thereto have been properly completed and timely filed, in each case, in all material respects. There

are no liens on any of such Owner’s or Seller’s assets that arose in connection with any failure (or alleged failure) to pay

any Tax, other than any statutory liens with respect to Taxes not yet due and payable. For purposes of this Agreement, (a) “Tax”

or “Taxes” means any federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise,

severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding,

social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added,

alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary

or combined basis or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not and including

any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person, and (b) “Tax Return”

means any return, declaration, report, Claim for refund, or information return or statement relating to Taxes, including any schedule

or attachment thereto, and including any amendment thereof.

11.1.13

At all times since its formation, each of Envy Propco and Myelin Propco have been properly classified as an entity that is disregarded

from its owner under Treasury Regulations Section 301.7701-3(b)(1)(ii), and applicable provisions of Florida income tax law.

11.1.14

Such Seller acknowledges that it and its legal, financial, tax and other advisors, if any, have been provided with a reasonable

opportunity to make inquiries to the Purchaser and the Issuer, including with respect to their current financial condition and future

prospects, and this Agreement and the transactions contemplated hereby, and that all information so requested has been fully and satisfactorily

provided to such parties by the Purchaser and the Issuer. Such Seller has had the right to consult independent legal counsel of its own

choosing and has had a reasonable amount of time to confer with such counsel. Such Seller acknowledges that it has relied solely upon

the advice, if any, of such Seller’s legal counsel, financial advisors and/or accountants with respect to this Agreement to the

extent it has deemed necessary, and has not been advised or directed by the Purchaser, the Issuer or any of their respective Representatives

with respect to any such matters and has not relied on any such parties in connection with this Agreement and the transactions contemplated

hereby.

11.1.15

This Agreement is made with such Seller in reliance upon such Seller’s representations and warranties to the Purchaser and

the Issuer, which by such Seller’s execution of this Agreement, such Seller hereby confirms, that the Rollover Shares and Escrowed

Shares to be acquired by such Seller as contemplated herein will be acquired for investment for such Seller’s own account, not as

a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Seller has no present intention

of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Seller further represents

that such Seller does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant

participations to such Person, with respect to any of the Rollover Shares or Escrowed Shares.

11.1.16

Such Seller understands that the Rollover Shares and Escrowed Shares have not been registered under the Securities Act by reason

of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature

of the investment intent and the accuracy of such Seller’s representations as expressed herein. Such Seller is acquiring the Rollover

Shares and Escrowed Shares for its own account for investment purposes only and not with a view to, or for resale in connection with,

any distribution thereof in violation of the Securities Act or any other applicable securities laws. Such Seller is an “accredited

investor” as defined in Rule 501(a)

of Regulation D promulgated under

the Securities Act. Such Seller understands that the Rollover Shares and Escrowed Shares are “restricted securities” under

applicable U.S. federal and state securities laws and that, pursuant to these laws, such Seller must hold the Rollover Shares and Escrowed

Shares indefinitely unless they are registered with the Commission and qualified by state authorities, or an exemption from such registration

and qualification requirements is available. Such Seller acknowledges that, except as expressly set forth in this Agreement (including

the registration rights provided pursuant to the Registration Rights Agreement), the Issuer has no obligation to register or qualify the

Rollover Shares or Escrowed Shares. Such Seller further acknowledges that if an exemption from registration or qualification is available,

it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Rollover

Shares and Escrowed Shares, and on requirements relating to the Issuer which are outside of such Seller’s control, and which the

Issuer is under no obligation except as set forth herein and may not be able to satisfy. Such Seller acknowledges that because Issuer

was previously a shell company as defined in Rule 12b-2 under the Exchange Act, Rule 144 under the Securities Act is not available for

resales of the Rollover Shares or Escrowed Shares by any holder unless and until all of the conditions set forth in Rule 144(i)(2) are

satisfied, including, without limitation: (i) Issuer has ceased to be a shell company; (ii) Issuer is subject to the reporting requirements

of Section 13 or 15(d) of the Exchange Act; (iii) Issuer has filed all Exchange Act reports required during the preceding twelve (12)

months (or such shorter period as Issuer was required to file); and (iv) at least one (1) year has elapsed since Issuer filed current

Form 10-type information with the Commission reflecting its status as an entity that is no longer a shell company (which, based on Issuer’s

November 2025 Form S-1 filing, is expected to occur in November 2026 for affiliates, subject to satisfaction of all other conditions).

Accordingly, registration pursuant to the Registration Rights Agreement is expected to be the primary means by which such Seller may achieve

liquidity with respect to the Rollover Shares and Escrowed Shares. Such Seller has had the opportunity to ask questions of, and receive

answers from, the Issuer or its representatives concerning the terms and conditions of the offering of the Rollover Shares and Escrowed

Shares and the business and affairs of the Issuer, and to obtain any additional information which the Issuer possesses or can acquire

without unreasonable effort or expense.

11.1.17

Such Seller understands that no public market now exists for Rollover Shares or Escrowed Shares, and that the Purchaser and the

Issuer have made no assurances that a public market will ever exist for the Rollover Shares or Escrowed Shares.

11.1.18

Such Seller understands that the Rollover Shares including the Escrowed Shares, and any securities issued in respect of or exchanged

for the Rollover Shares including the Escrowed Shares, may be notated with one or all of the following legends:

(a)

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF

1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO

SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY

TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(b)

Any legend set forth in, or required by, the other agreements contemplated hereby.

(c)

Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the

certificate, instrument, or book entry so legended.

11.1.19

Neither such Seller, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly,

including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement, in connection with

an offer and sale of the Rollover Shares including the Escrowed Shares to be issued by Issuer hereunder.

11.1.20

The address of each office or offices in which such Seller and the applicable Owner have their principal place of business is set

forth on Schedule 11.1.27.

11.1.21

Such Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code 1986, as amended,

or any regulations promulgated thereunder (collectively, the “Code”).

11.1.22

Neither such Seller nor the applicable Owner has made any general assignment for the benefit of creditors, filed any petition in

bankruptcy, been adjudicated insolvent or bankrupt, petitioned or applied to any tribunal for any receiver, conservator or trustee, or

commenced any proceeding under any dissolution or liquidation law or statute or any jurisdiction.

11.1.23

As of the Closing Date, except as may be provided in any Permitted Exception or Assumed Service Contract, the Owners will not be

obligated under any guaranty or indemnity agreement in favor of any third party.

11.1.24

The rent rolls attached as Schedule 11.1.234-A (the “Rent Rolls”) are in the form prepared by Sellers’

property manager in the ordinary course of business and used by such Seller to manage the Property, and to Sellers’ knowledge, are

true, correct and complete in all material respects as of the date(s) set forth on the applicable Rent Roll. Such Seller has delivered

to Purchaser, or made available to Purchaser for review, true and complete copies in all material respects of all Leases and Slip Leases

in Sellers’ possession or control. To Sellers’ knowledge, there are no leases, subleases, occupancy agreements or similar

arrangements affecting the Property entered into by the applicable Owner other than the Leases and Slip Leases set forth in the Rent Rolls.

The Leases and Slip Leases contain the entire agreement between the landlord and tenants named therein, to such Seller’s knowledge

are in full force and effect in accordance with their terms, and no party has given written notice of any default under any Lease and

Slip Lease which has not been cured beyond any applicable notice and/or cure period. Schedule 11.1.23-B is a true, correct and complete

list in all material respects of all Marina Revenue and Security Deposits currently held by the Company under the Leases and the Slip

Leases (including letters of credit, if any). No tenant under the Leases or the Slip Leases has paid rent more than thirty (30) days in

advance. There are no unpaid obligations to tenants under the Leases or the Slip Leases for tenant improvement work at the Property.

11.1.25

The applicable Owner and such Seller do not currently have, and have never had, any employees. All employees at the Property are

employees of the applicable Owner’s property manager employed with respect to the Property or employees of third party vendors engaged

by the applicable Owner’s property manager.

11.1.26

The applicable Owner is not a party to any collective bargaining agreement or other

contract or agreement related to the Property with any labor organization or makes or is required to make contributions to any multiemployer

benefit plans.

11.1.27

To such Seller’s actual knowledge, Schedule 11.1.27 is a true, correct and complete list in all material respects

of all Contracts in effect as of the Effective Date. Such Seller has delivered to Purchaser, or made available to Purchaser for review,

true and complete copies in all material respects of all Contracts set forth on Schedule 11.1.27. To such Seller’s actual

knowledge, the Contracts are in full force and effect, and neither party has given written notice of any default under any Contract which

has not been cured beyond any applicable notice and/or cure period.

11.1.28

There are no brokerage agreements for the payment of leasing commissions with respect to the Property or any portion thereof that

will remain unpaid as of Closing. No commissions or other fees are or will be due from the applicable Owner to brokers or other procurers

in connection with the Leases or Slip Leases under any agreement which will survive the Closing and be binding on Purchaser following

Closing.

11.1.29

No tax certiorari proceeding is pending for the reduction of the assessed real estate tax valuation of the Real Property or the

Improvements or any portion thereof for the Current Tax Year or any tax years thereafter.

11.1.30

Other than the Arbitration (as hereinafter defined) and eviction proceeding conducted in the ordinary course of business, there

are no actions, suits, or proceedings pending or, to such Seller’s actual knowledge, threatened (in writing) against such Seller

or the applicable Owner or with respect to the Property in any court of law or in equity or before any governmental instrumentality that

are not covered by insurance and which would (x) materially adversely affect the ability of such Seller to perform its obligations under

this Agreement or (y) be binding on Purchaser and materially adversely affect the Owners or the use or operation of the Property.

11.1.31

Neither such Seller nor the applicable Owner has received written notice from any governmental body or agency of any pending or,

to such Seller’s actual knowledge, threatened condemnation proceeding against the Property which has not been finalized, settled

or discontinued.

11.1.32

Such Seller and, to such Seller’s actual knowledge, each Person owning a ten percent (10%) or greater direct or indirect

interest in such Seller, is not, and will not become, a Person with whom United States Persons are restricted or prohibited from doing

business under regulations of the Office of Foreign Asset Control of the Department of the Treasury (“OFAC”), including

those named on OFAC’s specially designated and blocked persons list (the “Lists”) or under any statute, executive

order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten

to Commit, or Support Terrorism), or other governmental action relating thereto (collectively, the “Orders”) and is

currently and will at all times during the term of this Agreement remain in compliance therewith.

11.1.33

No petition has been filed by or, to such Seller’s actual knowledge, threatened against such Seller or the applicable Owner

under the Federal Bankruptcy Code or any similar laws, nor is such Seller or the applicable Owner the subject of any bankruptcy or insolvency

proceedings.

11.1.34

Neither such Seller nor the applicable Owner is (a) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement

Income Security Act of 1974, as amended

(“ERISA”)),

whether or not subject to Title I of ERISA, (b) a plan as defined in Section 4975(e)(1) of the Code, or (c) an entity the assets of which,

under applicable law, are deemed to constitute the assets of a plan described in the foregoing clauses (a) or (b). Neither such Seller

nor the applicable Owner is a “governmental plan” within the meaning of Section 3(32) of ERISA, and the assets of such Seller

and the applicable Owner do not constitute plan assets of such plans. Transactions by or with such Seller or the applicable Owner are

not in violation of state statutes applicable to such Seller or the applicable Owner regulating investments of and fiduciary obligations

with respect to governmental plans.

11.1.35

Neither such Seller nor the applicable Owner has received written notice that the Property violates any applicable laws, rules,

ordinances, judgments, regulations, or orders which violation remains uncured.

11.1.36

Neither such Seller nor the applicable Owner has, during the period of such Owner’s ownership of the Property, received written

notice that there exists any Hazardous Materials (hereafter defined) at the Property.

11.1.37

Since its formation, Envy Propco has been, and as of the Effective Date and the Closing Date is, a single purpose entity. Envy

Seller has not owned any assets, conducted any business, or incurred any liabilities other than in connection with its ownership of the

Envy Membership Interest. Envy Propco has not owned any assets, conducted any business, or incurred any liabilities other than in connection

with the Envy Parcels.

11.2

Sellers’ Knowledge. When used in this Agreement, the terms “to such Seller’s knowledge” or

“to such Seller’s actual knowledge” and similar phrases shall mean and be limited to the actual (and not imputed,

implied or constructive) current knowledge, without inquiry or any duty of inquiry, of Bernard Hsiao. Notwithstanding anything to the

contrary set forth in this Agreement, the foregoing individual shall have no personal liability or liability whatsoever with respect to

any matters set forth in this Agreement or any of Sellers’ representations and/or warranties herein being or becoming untrue, inaccurate

or incomplete.

11.3

Survival of Sellers’ and Owners’ Representations and Warranties; Other Terms. The representations and warranties

of Sellers and Owners contained in Section 11.1, as updated by the Seller’s Bring-Down Certificate to be delivered to Purchaser

at Closing in accordance with Section 5.2.6 hereof, shall survive the Closing for (a) three (3) years following the Closing Date, and

no longer (except as expressly set forth in Section 11.9.3), with respect to the representations and warranties set forth in Section 7

and Section 11.1.1 through and including Section 11.1.22 (the “Fundamental Reps”), and (b) seven (7) months following

the Closing Date, and no longer (except as expressly set forth in Section 11.9.3), for all representations and warranties of Sellers other

than the Fundamental Reps (as applicable, the “Limitation Period”). Each such representation and warranty shall automatically

be null and void and of no further force and effect following the expiration of the applicable Limitation Period unless, on or prior to

the expiration of such Limitation Period, Purchaser or Issuer shall have provided Sellers with a written notice in accordance herewith

alleging that Seller(s) is/are in breach of such representation or warranty, specifying in reasonable detail the nature of such breach

and Purchaser’s or Issuer’s reasonable calculation of the aggregate actual damages subject to the provisions of Section 2.2.2(b)

(the “Damages”) Purchaser or Issuer suffered by reason of such breach, and filed a Proceeding (as hereinafter defined)

on or before the end of the Limitation Period. Notwithstanding the foregoing or any other provision of this Agreement to the contrary,

Sellers shall have no liability in connection with this Agreement by reason of any inaccuracy of a representation or warranty if, and

to the extent that, such inaccuracy is known to Purchaser or Issuer (whether by disclosure of the Due Diligence Materials or otherwise)

prior to the Closing Date and Purchaser

elects, nevertheless, to

consummate the transaction contemplated hereby. Notwithstanding anything to the contrary in Section 2.2.2(b), if a Claim for a

breach of a Sellers’ representations and/or warranties is brought by Purchaser or Issuer during the Escrow Period in

accordance with the terms of this Agreement, the Escrowed Shares shall remain in escrow with Shares Escrow Agent, and Sellers’

rights under Section 2.2.2(b) with respect to the Escrowed Shares shall be suspended, pending final resolution of such Claim

pursuant to this Agreement. Notwithstanding any provision to the contrary herein, if the Damages for any breach of representation or

warranty (i) do not exceed $75,000.00 (the “Threshold Amount”), Sellers shall have no obligation to cure such

breach or otherwise be liable to Purchaser with respect thereto, and (ii) equal or exceed the Threshold Amount, Purchaser shall

allow Sellers ten (10) business days after its written notice within which to cure such breach (“Cure Period”).

If Sellers fail to cure such breach after written notice thereof within such Cure Period, Claims from the first dollar shall be

actionable up to the Maximum Liability Amount (as hereinafter defined). If Purchaser or Issuer shall have timely commenced a

Proceeding (as such term is defined in Section 11.9.3) in accordance with Section 11.9.3 and a court of competent jurisdiction,

pursuant to a final, non-appealable order in connection with such Proceeding, determines that (A) Sellers were in breach of the

applicable representation or warranty at the Closing, and (B) Purchaser or Issuer suffered Damages by reason of such breach, and (C)

Purchaser and Issuer did not have actual knowledge of such breach on or prior to the Closing Date, then Purchaser or Issuer as

applicable shall be entitled to receive an amount equal to the Damages up to but not exceeding one and one-half percent (1.5%) of

the Purchase Price (the “Maximum Liability Amount”). Purchaser and Issuer each hereby irrevocably waives all

rights to sue or recover from Sellers in connection with an alleged breach of this Section any amount greater than the Maximum

Liability Amount. Notwithstanding the foregoing, neither the Threshold Amount nor the Maximum Liability Amount shall be applicable

with respect to the brokerage indemnity under Section 7, the post-Closing obligations under Section 5.4, or the obligation regarding

attorneys’ fees under Section 16.15.

11.4

Representations and Warranties by Purchaser. Purchaser makes the following representations and warranties to Sellers, which

representations and warranties shall be true and correct as of the Effective Date and as of the Closing Date.

11.4.1

Purchaser is a limited liability company, validly existing and in good standing under the laws of the State of its formation and

is, or will at the time of Closing be, qualified to do business in the State in which the Property is located. Purchaser possesses all

requisite power and authority, and has taken all actions required by its organizational documents and applicable law, to execute and deliver

this Agreement and will by Closing have taken all actions required by its organizational documents and applicable law, to consummate the

transactions contemplated by this Agreement. The execution and delivery of this Agreement by Purchaser and Purchaser’s consummation

of the transactions contemplated hereby (a) does not conflict with or contravene any provisions of Purchaser’s constitutive or organizational

documents, (b) does not require any consents or approvals from any third party or any direct or indirect owner or member of Purchaser,

other than consents or approvals that have been obtained or will be obtained at or before the Closing, and (c) is not prohibited by any

statute, rule, regulation, judgment, order, writ, injunction, decree agreement or instrument to which Purchaser is a party or by which

Purchaser is bound. The person(s) signing this Agreement on behalf of Purchaser is authorized to do so. This Agreement constitutes, and

each document and instrument contemplated hereby to be executed and delivered by Purchaser, when executed and delivered, shall constitute

the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its respective terms (subject to

bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally).

11.4.2

Purchaser and, to Purchaser’s actual knowledge, each Person owning a ten percent (10%) or greater direct or indirect interest

in Purchaser, is not, and will not become, a Person with

whom United States Persons are

restricted or prohibited from doing business under regulations of OFAC, including those named on the Lists or under any Orders and is

currently and will at all times during the term of this Agreement remain in compliance therewith.

11.4.3

Purchaser is not (a) an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to Title I of ERISA,

(b) a plan as defined in Section 4975(e)(1) of the Code, or (c) an entity the assets of which, under applicable law, are deemed to constitute

the assets of a plan described in the foregoing clauses (a) or (b). Purchaser is not a “governmental plan” within the meaning

of Section 3(32) of ERISA, and assets of Purchaser do not constitute plan assets of such plans and transactions by or with Purchaser are

not in violation of state statutes applicable to Purchaser regulating investments of and fiduciary obligations with respect to governmental

plans.

11.4.4

Purchaser is acquiring the Membership Interests solely for its own account for investment purposes and not with a view to, or for

offer or sale in connection with, any distribution thereof.

11.4.5

There are no Claims, actions, suits, investigations or other legal proceedings pending or, to Purchaser’s knowledge, threatened

against or by Purchaser or any Affiliate of Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated

by this Agreement.

The representations

and warranties of Purchaser contained in this Section 11.4 shall survive the Closing for a period of three (3) years following the Closing

Date, and no longer (except as expressly set forth in Section 11.9.3).

11.5 Representations

and Warranties by Issuer. Issuer hereby represents and warrants to Sellers, as a material inducement to Sellers to enter into

this Agreement, that: (a) Issuer has the full right, power and authority to enter into this Agreement and to carry out its covenants

and obligations hereunder; (b) Issuer has taken all actions required by its organizational documents and applicable law, to execute

and deliver this Agreement and will by Closing have taken all actions required by its organizational documents and applicable law,

to consummate the transactions contemplated by this Agreement; (c) none of the execution, delivery or performance of this Agreement

by Issuer does or will, with or without the giving of notice, lapse of time or both (i) violate, conflict with or constitute a

default under (A) the constitutive or organizational documents of Issuer or any material agreement, instrument or other document to

which Issuer is a party or by which it is bound, or (B) any judgment, decree, order, statute, injunction, rule or regulation of a

governmental unit applicable to Issuer, or (ii) require the approval or waiver of or filing with any Person, including, without

limitation, any governmental unit, agency or instrumentality; (d) this Agreement constitutes and, when so executed and delivered,

the other agreements and instruments delivered by Issuer under or in connection with this Agreement will constitute, the legal,

valid and binding obligations of Issuer, enforceable against Issuer in accordance with their respective terms; (e) Issuer has and

shall have, or has access to and shall have access to, sufficient financial resources and liquid funds (or the ability to obtain

such resources or funds) to enable Purchaser to consummate the purchase of the Membership Interests and to perform the other

transactions contemplated by this Agreement; (f) Issuer and, to Issuer’s actual knowledge, each Person owning a ten percent

(10%) or greater direct or indirect interest in Issuer, is not, and will not become, a Person with whom United States Persons are

restricted or prohibited from doing business under regulations of OFAC, including those named on the Lists or under any Orders and

is currently and will at all times during the term of this Agreement remain in compliance therewith; and (g) there are no Claims,

actions, suits, investigations or other legal proceedings pending or, to Issuer’s

knowledge, threatened against or by Issuer or any

Affiliate of Issuer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement.

The representations

and warranties of Issuer contained in this Section 11.5 shall survive the Closing until (1) the date that is sixty (60) days after the

applicable statute of limitations for any associated Claim expires; or, if sooner, (2) March 9, 2027 (i.e., the date that is one hundred

eighty (180) days after Issuer becoming listed on the Nasdaq) (except as expressly set forth in Section 11.9.3).

11.6

Additional Representations by Purchaser and Issuer. Purchaser and Issuer hereby jointly and severally represent and warrant

to Seller, as a material inducement to Seller to enter into this Agreement, as follows:

11.6.1

Reserved.

11.6.2

Upon issuance by Issuer at Closing, (a) the Rollover Shares shall be duly authorized, validly issued, fully paid, and non-assessable;

and (b) Sellers shall receive good and valid title to the Rollover Shares, and the Shares Escrow Agent shall receive good and valid title

to the Escrowed Shares, in each case free and clear of all Claims and Encumbrances other than Permitted Encumbrances. The certificates

(or book-entry notations) representing the Rollover Shares and the Escrowed Shares may bear such legends as are required by applicable

federal and state securities laws. “Encumbrance” means any Claim, charge, lien, security interest, deed of trust, pledge,

contractual restriction (whether with respect to voting, transfer, receipt of distributions or proceeds, exercise of any other attribute

of ownership, or otherwise), option, warrant, preemptive or participation right, right of first refusal, right of first offer, subscription

right, equitable interest, hypothecation, community property or marital or partner property interest, and other adverse interest, in each

case of any kind or nature whatsoever. “Permitted Encumbrance” means (i) applicable securities laws (including any

legends required thereunder), (ii) those certain agreements identified on Exhibit L attached hereto, and (iii) with respect to

the Escrowed Shares, the Escrow Agreement.

11.6.3

All shares of capital stock issued by Issuer, were duly authorized and validly issued and are fully paid and non-assessable, issued

in compliance with applicable laws, and no such shares were issued in violation of any agreement, arrangement, or commitment to which

Issuer, Purchaser or any of their respective Affiliates is a party or is subject to or in violation of any preemptive or other rights

of any Person.

11.6.4

The Rollover Shares, and, as applicable, any Additional Shares, shall, as of the date of issuance, be issued by Issuer in compliance

with applicable laws, and no Rollover Shares shall be issued in violation of any agreement, arrangement, or commitment to which Issuer,

Purchaser or any of their respective Affiliates is a party or is subject to or in violation of any preemptive or other rights of any Person.

11.6.5

Myelin Propco has been duly formed in accordance with all applicable Law. Prior to the Closing, neither Purchaser nor Issuer, nor

any Person acting on behalf of either of them, has: (a) taken, caused, or permitted any action with respect to the admission of any Person

as a member of Myelin Propco; (b) other than the filing of Myelin Propco’s Certificate of Formation, entered into, approved, or

authorized any agreement, commitment, arrangement, or understanding, whether written or oral, by or with respect to Myelin Propco, including

with respect to the issuance by Myelin Propco of any debt securities or equity securities; or (c) incurred, or caused Myelin Propco to

incur, any liabilities or obligations, whether accrued, absolute, contingent, or otherwise.

The representations

and warranties of Purchaser and Issuer contained in this Section 11.6 shall survive the Closing until (1) the date that is sixty (60)

days after the applicable statute of limitations for any associated Claim expires; or, if sooner, (2) March 9, 2027 (i.e., the date that

is one hundred eighty (180) days after Issuer becoming listed on the Nasdaq) (except as expressly set forth in Section 11.9.3).

11.7

Purchaser’s Knowledge.

11.7.1

When used in this Agreement, the terms “to Purchaser’s knowledge”, “to Purchaser’s actual

knowledge” or “to Issuer’s knowledge” and similar phrases shall mean and be limited to the actual (and

not imputed, implied or constructive) current knowledge, without inquiry or duty of inquiry, of Shaun Quin. Notwithstanding anything to

the contrary set forth in this Agreement, the foregoing individual shall have no personal liability or liability whatsoever with respect

to any matters set forth in this Agreement or any of Purchaser’s representations and/or warranties herein being or becoming untrue,

inaccurate or incomplete.

11.7.2

Notwithstanding anything to the contrary set forth in this Agreement, Purchaser is prohibited from making any Claims against Sellers

after the Closing with respect to any breaches of Sellers’ representations and warranties contained in this Agreement of which Purchaser

has actual knowledge prior to Closing. Further, in the event the representation and warranty in Section 11.1.31 above (concerning condemnation)

becomes untrue and Purchaser does not have the right to terminate this Agreement under Section 6 above, then Purchaser shall not have

the right to terminate this Agreement under this Section 11.7 (however, Purchaser shall have the rights provided under Section 6 above).

For purposes hereof, a representation or warranty shall not be deemed to have been breached if the representation or warranty is not true

and correct in all material respects as of the Closing Date by reason of changed facts or circumstances which (i) pursuant to the terms

of this Agreement are permitted to have occurred or which have been consented to by Purchaser; or (ii) do not have a materially adverse

effect on the Property or the Membership Interests, as determined by Purchaser in its sole but reasonable discretion.

11.8

Limitation of Damages. The Parties agree that no Party shall be liable to any other Party for, and that Damages shall not

include, lost revenue or profits, diminution in value, or consequential, indirect, incidental, special, exemplary, punitive, or enhanced

damages of any kind arising from, relating to or in connection with any breach of this Agreement, regardless of (a) whether such damages

were foreseeable, (b) whether or not Purchaser or Issuer was advised of the possibility of such damages, and (c) the legal or equitable

theory (contract, tort, or otherwise) upon which the Claim is based.

11.9

Indemnification.

11.9.1

and the other provisions of this Agreement, including, without limitation, Section 12, from and after Closing:

(a)

Each Seller separately (and not jointly and severally) shall indemnify Purchaser, Issuer, and their Affiliates against, and shall

hold such indemnitees harmless from and against, any and all actual out-of-pocket losses, damages, liabilities, costs or expenses, including

reasonable attorneys’ fees, incurred or sustained by, or imposed upon, such indemnitees based upon, arising out of, with respect

to or by reason of (i) any inaccuracy in or breach of any of the representations or warranties of such Seller expressly set forth in this

Agreement; or (ii) any breach or non-fulfillment of any

covenant, agreement or obligation pursuant to this

Agreement that by the terms hereof is to be performed by such Seller after the Closing; and

(b)

Purchaser and Issuer jointly and severally shall indemnify Sellers and their Affiliates against, and shall hold such indemnitees

harmless from and against, any and all actual out-of-pocket losses, damages, liabilities, costs or expenses, including reasonable attorneys’

fees, incurred or sustained by, or imposed upon, such indemnitees based upon, arising out of, with respect to or by reason of (i) any

inaccuracy in or breach of any of the representations or warranties of Purchaser or Issuer expressly set forth in this Agreement; or (ii)

any breach or non-fulfillment of any covenant, agreement or obligation pursuant to this Agreement that by the terms hereof is to be performed

by Purchaser or Issuer after the Closing.

For purposes

of this Agreement, each Party with an obligation of indemnification under this Section 11 is referred to herein as an “Indemnifying

Party”, and each Party or other Person which is entitled to be indemnified pursuant to this Section 11 is referred to herein

as an “Indemnitee”.

11.9.2

Indemnification Claims.

(a) The

express indemnifications contained in this Section 11.9, and contained in Sections 5.6, 7, and 9.1.6 of this Agreement, shall be

subject to the provisions of this Section 11.9. The Indemnitee shall notify the Indemnifying Party in writing of any Claim for

indemnification asserted by the Indemnitee hereunder, specifying the factual basis of such Claim in reasonable detail, within twenty

(20) days after the Indemnitee has actual knowledge of such Claim, but no later than the expiration of the applicable survival

period. Where such asserted Claim is a Third Party Claim, the Indemnitee shall give such written notice to the Indemnifying Party

within twenty (20) days after the Indemnitee has written notice or other actual knowledge of such Third Party Claim, but no later

than the expiration of the applicable survival period. Any failure to give such notice shall in no case prejudice the rights of the

Indemnitee under this Agreement unless the Indemnifying Party shall be prejudiced by such failure and then only to the extent of

such prejudice. For purposes of this Agreement, a “Third Party Claim” means any Claim made or brought by any

Person who is not a Party to this Agreement, an Affiliate of a Party to this Agreement, or Representative of any of the

foregoing.

(b)

To the extent permitted by applicable law, the Indemnifying Party shall have the right to appear, defend, settle and/or compromise

any Third Party Claims at its cost (including by selecting counsel to represent it with respect to such Obligations) for which it may

have an indemnification obligation under this Agreement, and/or otherwise to direct the Indemnitee with respect to appearances, defense,

settlement and/or compromise of such Third Party Claims (and the selection of counsel with respect therewith) by making all decisions

and determinations with respect thereto (and the Indemnitee shall follow such decisions and determinations); provided that (i) the Indemnifying

Party shall consult regularly with the Indemnitee regarding communications with the claiming third party and other matters relating to

the Third Party Claim; (ii) the settlement or compromise shall not include any non-cash payments to the claimant or its Affiliates; (iii)

any such settlement or compromise shall include a full and unconditional release by the claimant and its Affiliates of the Indemnitee

and the Indemnitee’s Affiliates with respect to the events giving rise to the Third Party Claim; and (iv) the Indemnifying Party

shall not enter into any settlement or compromise agreement with respect to any such Third Party Claim without the

prior written consent of the Indemnitee, such consent not

to be unreasonably withheld, conditioned, or delayed.

(c)

Should the Indemnifying Party fail to discharge or undertake to defend the Indemnitee against any such Third Party Claim within

fifteen (15) business days after the indemnitee gives the indemnitor written notice of the same in accordance herewith, then the Indemnitee

may undertake the defense of such Third Party Claim, and the cost of such defense shall be included in any indemnified amount. The Indemnitee

shall not enter into any settlement or compromise agreement with respect to any such Third Party Claim without the prior written consent

of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned, or delayed.

(d)

Sellers, Purchaser, and Issuer shall cooperate with each other in all reasonable respects in connection with the defense of any

Third Party Claim, including making available (subject to the provisions of Section 16.19) records relating to such Third Party Claim

and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending Party, management employees

of the non-defending Party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

11.9.3

Timeliness of Claims. Notwithstanding anything to the contrary set forth in this Agreement, if any written notice of Claim

(including, without limitation, Third Party Claims) for indemnification is given in writing in accordance with this Agreement within the

applicable survival period provided herein, then the indemnification Claims (including, without limitation, Third Party Claims) expressly

set forth in such written notice will survive until such time as such Claims are finally resolved.

11.9.4

Exclusive Remedies. Except as expressly set forth in this Agreement (including, without limitation, the last two sentences

of this Section 11.9.4), (a) an Indemnitee’s sole remedy with respect to any indemnification Claims (including, without limitation,

Third Party Claims) shall be to commence an action at law for actual damages against the applicable Indemnifying Party alleging that that

such Indemnifying Party has breached such representation, warranty covenant or obligation hereunder and that Indemnitee has suffered actual

damages as a result thereof (a “Proceeding”), which Proceeding must be commenced, if at all, before the expiration

of the applicable survival period; (b) the Parties acknowledge and agree that from and after Closing their sole and exclusive remedy with

respect to any and all Claims for any breach of any representation, warranty, covenant, agreement or obligation set forth in this Agreement

or otherwise relating to the subject matter of this Agreement shall be pursuant to the provisions set forth in this Section 11.9; and,

in furtherance of the foregoing, (c) each Party hereby irrevocably waives, from and after Closing, to the fullest extent permitted under

law, any and all rights and Claims for any breach of any representation, warranty, covenant, agreement or obligation set forth in this

Agreement or otherwise relating to the subject matter of this Agreement it may have against any other Party and its Affiliates arising

under or based upon any law, except pursuant to the provisions set forth in this Section 11.9. Notwithstanding the foregoing, this Section

11.9 shall not limit, and each Party shall have, the right (i) to enforce any and all rights to indemnification expressly provided to

such Party under Sections 5.6, 7, and 9.1.6 of this Agreement; (ii) to seek the specific performance of or other equitable relief with

respect to the covenants and obligations set forth in this Agreement; (iii) to pursue a Claim for intentional misrepresentation or intentional

fraud (“Fraud”) against a Party committing Fraud, in the case of each of the foregoing, outside of the provisions set

forth in this Section 11.9; and (iv) to recover attorneys’ fees and expenses in accordance with 16.15. Additionally, notwithstanding

the foregoing, this Section 11.9 shall not limit, and Sellers shall have, the right to enforce their rights, entitlements and remedies

pursuant to and in accordance with Section 5.9.

11.9.5

Survival. The obligations set forth in this Section 11.9 shall survive the

Closing.

12.

AS-IS.

12.1

AS-IS CONDITION. SUBJECT TO SELLERS’ AND OWNERS’ REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS

AGREEMENT OR EXPRESSLY SET FORTH IN ANY DOCUMENTS DELIVERED PURSUANT TO THE TERMS HEREOF BY SELLERS OR OWNERS TO PURCHASER AT CLOSING,

AND ACKNOWLEDGING PURCHASER’S AND ISSUER’S OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER AGREES TO PURCHASE THE MEMBERSHIP

INTERESTS (AND INDIRECTLY, THE PROPERTY) “AS IS”, “WHERE IS”, WITH ALL FAULTS AND CONDITIONS THEREON. ANY WRITTEN

INFORMATION, REPORTS, STATEMENTS, DOCUMENTS OR RECORDS CONCERNING THE MEMBERSHIP INTERESTS OR THE PROPERTY (“DISCLOSURES”)

PROVIDED OR MADE AVAILABLE TO PURCHASER OR ISSUER, THEIR RESPECTIVE AGENTS OR CONSTITUENTS BY SELLERS, SELLERS’ AGENTS, EMPLOYEES

OR THIRD PARTIES REPRESENTING OR PURPORTING TO REPRESENT SELLERS OR OWNERS, SHALL NOT BE REPRESENTATIONS OR WARRANTIES, UNLESS SPECIFICALLY

SET FORTH IN THIS AGREEMENT. IN PURCHASING THE MEMBERSHIP INTERESTS (AND INDIRECTLY, THE PROPERTY), PURCHASER AND ISSUER HAVE NOT AND

SHALL NOT RELY ON ANY SUCH DISCLOSURES, BUT RATHER, PURCHASER AND ISSUER SHALL RELY ONLY ON SELLERS’ AND OWNERS’ REPRESENTATIONS

AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR EXPRESSLY SET FORTH IN ANY DOCUMENTS DELIVERED PURSUANT TO THE TERMS HEREOF

BY SELLERS TO PURCHASER AT CLOSING, AND PURCHASER’S AND ISSUER’S OWN INVESTIGATION OF THE MEMBERSHIP INTERESTS AND

THE PROPERTY. PURCHASER AND ISSUER EACH ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS AND TAKES INTO ACCOUNT THAT THE MEMBERSHIP INTERESTS

(AND INDIRECTLY, THE PROPERTY) ARE BEING SOLD “AS IS”.

12.2

NO ADDITIONAL REPRESENTATIONS. PURCHASER AND ISSUER EACH ACKNOWLEDGES AND AGREES THAT EXCEPT FOR SELLERS’ AND OWNERS’

REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR EXPRESSLY SET FORTH IN ANY DOCUMENTS DELIVERED PURSUANT TO THE

TERMS HEREOF BY SELLERS OR OWNERS TO PURCHASER AT CLOSING, SELLERS AND OWNERS (AND PERSONS ACTING ON BEHALF OF SELLERS OR OWNERS) HAVE

NOT MADE, DO NOT MAKE AND SPECIFICALLY DISCLAIM ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS

OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE MEMBERSHIP INTERESTS, THE PROPERTY,

OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (A) THE NATURE, QUALITY OR PHYSICAL CONDITION OF THE PROPERTY,

(B) THE CONSTRUCTION OF THE IMPROVEMENTS AND WHETHER THERE EXISTS ANY CONSTRUCTION DEFECTS THEREIN,

THE PROPERTY, (D) THE INCOME TO BE DERIVED FROM THE PROPERTY, (E) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES

WHICH PURCHASER MAY CONDUCT THEREON, (F) THE COMPLIANCE OF OR BY THE PROPERTY OR THE OPERATION THEREOF WITH ANY LAWS, RULES, ORDINANCES

OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION THEREOVER, (G) THE HABITABILITY OR FITNESS OF THE PROPERTY FOR

A PARTICULAR PURPOSE, (H) THE MARKETABILITY OF THE PROPERTY OR

THE ABILITY TO LEASE OR SELL

UNITS THEREIN, (I) THE STATUS OR CONDITION OF ENTITLEMENTS PERTAINING TO THE PROPERTY, AND (J) ANY MATTER REGARDING TERMITES OR WASTES,

AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., OR ANY HAZARDOUS

MATERIALS, AS HEREINAFTER DEFINED.

12.3

RELEASE. PURCHASER AND ISSUER EACH REPRESENTS TO SELLERS THAT PURCHASER AND ISSUER EACH HAS CONDUCTED, OR WILL CONDUCT PRIOR

TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY AND MEMBERSHIP INTERESTS AS PURCHASER AND ISSUER DEEM NECESSARY OR DESIRABLE TO SATISFY

THEMSELVES AS TO ANY MATTER RELATING TO THE PROPERTY, THE MEMBERSHIP INTERESTS, AND THE SUBJECT MATTER OF THIS AGREEMENT. PURCHASER AND

ISSUER ARE RELYING AND WILL RELY SOLELY UPON SELLERS’ AND OWNERS’ REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS

AGREEMENT OR EXPRESSLY SET FORTH IN ANY DOCUMENTS DELIVERED PURSUANT TO THE TERMS HEREOF BY SELLERS OR OWNERS TO PURCHASER AT CLOSING,

AND PURCHASER AND ISSUER ARE NOT RELYING AND WILL NOT RELY UPON ANY INFORMATION PROVIDED, OR ANY REPRESENTATIONS MADE OR ALLEDGED TO HAVE

BEEN MADE, BY OR ON BEHALF OF SELLERS, OWNERS, OR SELLERS’ OR OWNERS’ AGENTS, EMPLOYEES OR THIRD PARTIES REPRESENTING OR PURPORTING

TO REPRESENT SELLERS OR OWNERS WITH RESPECT THERETO. UPON CLOSING, EXCEPT FOR “EXCLUDED CLAIMS” (HEREAFTER DEFINED), (A) PURCHASER

AND ISSUER SHALL ASSUME THE RISK THAT ADVERSE MATTERS REGARDING THE PROPERTY OR MEMBERSHIP INTERESTS MAY NOT HAVE BEEN REVEALED BY PURCHASER’S

AND ISSUER’S INVESTIGATIONS, AND (B) PURCHASER AND ISSUER, EACH FOR ITSELF AND ON BEHALF OF ITS TRANSFEREES AND THEIR RESPECTIVE

SUCCESSORS AND ASSIGNS, SHALL IRREVOCABLY WAIVE, RELINQUISH, RELEASE AND FOREVER DISCHARGE SELLERS AND OWNERS (AS CONSTITUTED PRIOR TO

CLOSING) FROM AND AGAINST ANY AND ALL “CLAIMS” (AS DEFINED HEREIN) OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, BY

REASON OF OR ARISING OUT OF THE PROPERTY, THE MEMBERSHIP INTERESTS, OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,

BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECT OR OTHER PHYSICAL CONDITION (INCLUDING, WITHOUT LIMITATION, FUNGI,

MOLD OR MILDEW) WHETHER PURSUANT TO STATUTES IN EFFECT IN THE STATE OF FLORIDA OR ANY OTHER FEDERAL, STATE, OR LOCAL ENVIRONMENTAL OR

HEALTH AND SAFETY LAW OR REGULATION, THE EXISTENCE OF ANY HAZARDOUS MATERIALS WHATSOEVER, ON, AT, TO, IN, ABOVE, ABOUT, UNDER, FROM OR

IN THE VICINITY OF THE PROPERTY AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS WHATSOEVER REGARDING THE PROPERTY.

THIS RELEASE INCLUDES WITHOUT LIMITATION CLAIMS OF WHICH PURCHASER AND ISSUER ARE PRESENTLY UNAWARE AND OF WHICH PURCHASER AND ISSUER

DO NOT PRESENTLY SUSPECT TO EXIST WHICH, IF KNOWN BY PURCHASER OR ISSUER, WOULD MATERIALLY AFFECT PURCHASER’S AND ISSUER’S

RELEASE OF SELLERS.

PURCHASER

AND ISSUER EACH UNDERSTANDS AND ACKNOWLEDGES THAT GIVEN THE CLIMATE AND HUMID CONDITIONS IN THE STATE OF FLORIDA, FUNGI, MOLD AND MILDEW

MAY EXIST OR DEVELOP WITHIN THE PROPERTY. PURCHASER AND ISSUER EACH HEREBY AGREES THAT, EXCEPT FOR EXCLUDED CLAIMS, UPON CLOSING PURCHASER,

ISSUER AND OWNERS (AS CONSTITUTED UPON CONSUMMATION OF THE CLOSING) SHALL ASSUME AND RETAIN ALL RISK, KNOWN AND UNKNOWN, ASSOCIATED

WITH THE EXISTENCE OF FUNGI,

MOLD OR MILDEW ON, AT, IN, ABOUT OR THROUGHOUT THE PROPERTY.

THIS REGARD AND TO THE EXTENT PERMITTED BY LAW, PURCHASER AND ISSUER EACH HEREBY AGREES, REPRESENTS AND WARRANTS THAT PURCHASER AND ISSUER

EACH REALIZES AND ACKNOWLEDGES THAT FACTUAL MATTERS NOW UNKNOWN TO PURCHASER AND/OR ISSUER MAY HAVE GIVEN OR MAY HEREAFTER GIVE RISE TO

CLAIMS WHICH ARE PRESENTLY UNKNOWN, UNANTICIPATED AND UNSUSPECTED, AND PURCHASER AND ISSUER EACH FURTHER AGREES, REPRESENTS AND WARRANTS

THAT THE WAIVERS AND RELEASES CONTAINED HEREIN HAVE BEEN NEGOTIATED AND AGREED UPON BY PURCHASER AND ISSUER IN LIGHT OF THAT REALIZATION

AND THAT PURCHASER AND ISSUER EACH NEVERTHELESS HEREBY INTENDS TO RELEASE, DISCHARGE AND ACQUIT SELLERS FROM ANY SUCH UNKNOWN CLAIMS,

EXCEPT FOR EXCLUDED CLAIMS.

NOTWITHSTANDING

ANYTHING TO THE CONTRARY HEREIN, PURCHASER’S AND ISSUER’S RELEASE OF SELLERS AS SET FORTH IN THIS SECTION 12.3 SHALL NOT PERTAIN

TO ANY CLAIM BY PURCHASER OR ISSUER AGAINST SELLERS (A) FOR BREACH BY SUCH SELLERS OF SELLERS’ AND OWNERS’ REPRESENTATIONS

AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT OR EXPRESSLY SET FORTH IN ANY DOCUMENTS DELIVERED PURSUANT TO THE TERMS HEREOF BY

SELLERS OR OWNERS TO PURCHASER AT CLOSING, (B) IN TORT FOR FRAUD (AS DEFINED HEREIN) BY SELLERS UNDER THIS AGREEMENT, AND (C) SELLERS’

INDEMNITIES EXPRESSLY SET FORTH HEREIN OR IN ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH (THE “EXCLUDED CLAIMS”).

“Hazardous

Materials” - shall mean (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic

substances or related materials, whether solids, liquids or gases, including, but not limited to, substances defined as

“hazardous wastes,” “hazardous materials,” “hazardous substances,” “toxic

substances,” “pollutants,” “contaminants,” “radioactive materials”, “toxic

pollutants”, or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental

Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), 42 U.S.C. §

9601 et seq.; the Toxic Substance Control Act (“TSCA”), 15 U.S.C. § 2601 et seq.; the Hazardous Materials

Transportation Act, 49 U.S.C. §5101 et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C.

§6901, et seq.; the Clean Water Act (“CWA”), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C.

§ 300f et seq.; the Clean Air Act (“CAA”), 42 U.S.C. § 7401 et seq.; and in any permits, licenses, approvals,

plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or

other similar federal, state or local laws, regulations, rules or ordinance now or hereafter in effect relating to environmental

matters; and (ii) any other substances, constituents or wastes subject to any applicable federal, state or local law, regulation or

ordinance, including any environmental law, now or hereafter in effect, including but not limited to (A) petroleum, (B) refined

petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel and their byproducts, (E) asbestos, (F) lead in water,

paint or elsewhere, (G) radon, (H) Polychlorinated Biphenyls (PCB’s), (I) ureaformaldehyde, (J) volatile organic compounds

(VOC), (K) total petroleum hydrocarbons (TPH), (L) benzine derivative (BTEX), and (M) petroleum byproducts.

13.

FLORIDA PROVISIONS.

13.1

Radon Gas Disclosure. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient

quantities, may present health risks to persons who are exposed

to it over time. Levels of radon

that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing

may be obtained from your county public health unit. To Sellers’ knowledge, there are no levels of radon found on the Property that

exceed such federal and/or state guidelines.

13.2

Energy Efficiency Rating Disclosure. In accordance with §553.996, Florida Statutes, Sellers hereby notify Purchaser

of Purchaser’s option to obtain an energy-efficiency rating on the buildings on the Property. Sellers make no representations or

warranties as to any such energy-efficiency rating. Such information shall not constitute a basis for any Claims against Sellers with

respect to the disclosures required under the Florida Building Energy-Efficiency Rating Act, nor shall Sellers be liable or responsible

to Purchaser for its reliance on any energy-efficiency rating obtained by Purchaser on its behalf.

13.3

Florida Intangible Tax Savings. Purchaser and Sellers acknowledge that it is currently possible to limit the amount of documentary

stamps and intangible taxes payable with respect to Purchaser’s financing by assignment, assumption, and amendment/restatement of

the Owners’ existing note(s) and mortgage(s) on the Property. To the extent the Property is encumbered by existing indebtedness,

Sellers will reasonably cooperate and will cause the Owners to cooperate, at no additional cost to Sellers, with Purchaser’s efforts,

if any (as determined by Purchaser, in its sole discretion), to structure its acquisition financing as an assignment, assumption, and

amendment/restatement of the Owners’ existing financing, and will use commercially reasonable efforts (at no expense to Sellers)

to cause the Owners’ existing lender(s) to cooperate with such request. Purchaser shall be solely responsible for any costs or fees

charged by the Owners’ existing lender, including additional reasonable attorneys’ fees of the Owners’ lender or of

Sellers or the Owners, if any, associated with structuring Purchaser’s loan transaction in the manner described in this Section

13.3. The structuring of Purchaser’s acquisition financing as an assignment, assumption, and amendment/restatement of the Owners’

existing financing shall not be a condition to Purchaser’s obligation to close the transactions contemplated by this Agreement

on the Closing Date, nor a default on the part of Sellers.

13.4 Florida

Section 692.204 Affidavit. As a condition precedent to Closing and pursuant to Section 692.204, Florida Statutes, Purchaser

shall provide an affidavit (the “Florida Section 692.204 Affidavit”) signed under penalty of perjury attesting

that the Purchaser is not (i) the People’s Republic of China, the Chinese Communist Party, or any official or member of the

People’s Republic of China or the Chinese Communist Party, (ii) any other political party or member of a political party or a

subdivision of a political party in the People’s Republic of China, (iii) a partnership, an association, a corporation, an

organization, or any other combination of persons organized under the laws of or having its principal place of business in the

People’s Republic of China, or a subsidiary of such entity, (iv) any person who is domiciled in the People’s Republic of

China and who is not a citizen or lawful permanent resident of the United States, or (v) any person, entity, or collection of

persons or entities described in (i) through (iv) above having a controlling interest in a partnership, association, corporation,

organization, trust, or any other legal entity or subsidiary formed for the purpose of owning real property in Florida, and is in

compliance with the requirements of Section 692.204, Florida Statutes.

13.5

Survival. The provisions of this Section 13 shall survive Closing.

14.

OPERATION OF THE PROPERTY.

14.1

By Sellers. From the Effective Date until the earlier of (a) the termination of this Agreement, and (b) Closing, Sellers

shall cause the Owners:

14.1.1

To continue to market the Property to prospective tenants and otherwise operate, manage, maintain and repair the Property in the

ordinary course as it has prior to the Effective Date; provided, however, Owners shall have no obligation to make any capital improvements

to the Property.

14.1.2

To maintain in full force and effect existing insurance coverages or replacement insurance with coverage that is not less favorable.

14.1.3

To deliver possession of the Property to Purchaser on the Closing Date and shall use commercially reasonable efforts to place all

units which are vacated on or before ten (10) business days prior to Closing in rent-ready condition. Purchaser and Sellers shall (a conduct

a joint walk-through of vacant units during the ten (10) business day period immediately prior to Closing in order to identify any units

that have been vacant for five (5) or more business days prior to Closing that are not in rent-ready condition and (b) prepare a final

list of any such units at least five (5) business days prior to Closing. To the extent that any such units exist, Purchaser shall receive

a credit against the Purchase Price at Closing in an amount equal to $750 for each such unit as Purchaser’s sole and exclusive remedy.

As used herein, “rent-ready condition” shall mean ready for occupancy in accordance with Sellers’ normal business practices

and procedures as of the Effective Date.

14.1.4

Not to enter into any new leases, licenses or other occupancy agreements without the consent of Purchaser except that Seller may

enter into new residential leases without the consent of Purchaser for apartment units which are now vacant or which may become vacant

and may renew any of the Leases and Slip Leases which expire prior to the Closing Date, provided that (a) such new leases, licenses or

other occupancy agreements are pursuant to written lease agreements substantially on the printed forms heretofore utilized by Owners,

copies of which have been delivered by Sellers to Purchaser, (b) such new leases, licenses or other occupancy agreements or renewals of

existing Leases and Slip Leases (collectively, “New Leases”) are for terms not less than six (6) months and not exceeding

one (1) year, (c) the rentals under such New Leases are at rates not less than the rental rate for comparable rental units or premises,

as applicable, now being charged under existing Leases and Slip Leases, and (d) such New Leases do not contain any provision for free

rent or any discount which will have the effect of reducing rent over the term of the New Lease. Any New Lease permitted to be made pursuant

to the preceding sentence shall be deemed included in the Leases or Slip Leases, as applicable.

14.1.5

To terminate any of the Leases or Slip Leases prior to Closing by reason of expiration of its term, any default thereunder, or

a failure of a proposed tenant for a Lease or Slip Lease to follow through with the execution thereof as of the Closing.

14.1.6

To use commercially reasonable efforts to enforce the rights and remedies of the landlord under any Lease or Slip Lease, by summary

proceedings or otherwise (including, without limitation, the right to remove any tenant), and to apply all or any portion of any deposits

then held by Owners toward any loss or damage incurred by Owners by reason of any defaults by tenants.

14.1.7

Not to (a) enter into any new Contracts which are not terminable without premium or penalty upon thirty (30) days’ prior

written notice, (b) amend or modify the Contracts in any manner, unless such Contract as amended may be terminated without premium or

penalty upon thirty (30) days’ prior written notice, or (c) terminate any Contract except in the event of a default by a service

provider or in the ordinary course of business or if the terminated Contract is replaced with a new Contract that is terminable without

premium or penalty upon thirty (30) days’ prior written notice, or (d) knowingly fail to timely perform its material obligations

under the Contracts, in each case, without Purchaser’s written

consent (except in the case

of an emergency that Sellers determine, in their sole but reasonable discretion, poses an immediate threat to human safety or of property

destruction), which consent shall not be unreasonably withheld, conditioned or delayed.

14.1.8

Not to commence any new proceeding or proceedings for the reduction of the assessed valuation of the Property or any portion thereof

(each, a “Tax Appeal”) that would affect the assessed value of the Property for the year in which the Closing occurs

or years thereafter, or withdraw, compromise and/or settle the same or cause the same to be brought on for trial, or take, conduct, withdraw

and/or settle appeals for such years without the prior written consent of Purchaser, such consent not to be unreasonably withheld. Sellers

shall have the right to control any Tax Appeal for any year prior to Closing which is pending as of the Effective Date. Any refunds or

credits due for any year or years prior to the tax year in which the Closing occurs shall remain the sole property of Sellers. Any tax

savings or refund for the tax year in which the Closing occurs shall be prorated between Sellers and Purchaser after deduction of reasonable

attorneys’ fees and disbursements incurred by Sellers in obtaining such tax savings or refund. The provisions of this Section 14.1.8

shall survive the Closing.

14.1.9

Except as expressly permitted in this Agreement, not to encumber, sell or transfer the Property or any interest therein or alter

or amend the zoning classification of the Property without Purchaser’s prior written consent, which consent may be granted or withheld

in Purchaser’s sole discretion,.

14.1.10

To comply with all material terms and conditions of the CC&Rs and the Marina Permits and shall not, without Purchaser’s

prior written consent, which consent may be granted or withheld in Purchaser’s sole discretion, amend or modify the CC&Rs (except

as may be required to comply with the Settlement (as hereinafter defined)) and/or the Marina Permits in any material respect, or terminate

the CC&Rs, or terminate the Marina Permits or allow the Marina Permits to lapse if such termination or lapse of the Marina Permits

would have a material adverse effect on the Marina Operations.

14.2

Whenever in Section 14.1 Sellers are required to obtain Purchaser’s consent with respect to any proposed action or transaction,

Purchaser shall, within five (5) business days after receipt of Sellers’ request therefor, notify Sellers of its approval or disapproval

of same and, if Purchaser fails to notify Sellers in writing of its disapproval within said five (5) business day period, Purchaser shall

be deemed to have approved same.

14.3

By Purchaser. No later than ninety (90) days following Closing, Purchaser, at its sole cost and expense, shall remove the

name “Invesca” from all signs and marketing materials, brochures, advertising and other printed or internet-based materials

(including from any social media sites over which Purchaser has any control) with respect to the Property. The provisions of this Section

14.3 will survive Closing.

15.

OWNER’S 2025 FINANCIAL STATEMENTS. The Parties acknowledge that Sellers have engaged Turner, Stone & Company, LLP (“CPA”),

as an independent certified public accounting firm, to prepare audited statements of revenues and expenses of Owner for calendar year

2025 in accordance with SEC Rule 3-14 (“2025 Audited Financials”). CPA has advised that it will take approximately,

but no less than fourteen (14) days following the Effective Date, to deliver the 2025 Audited Financials. In connection therewith, Sellers

agree to promptly provide all financial information required for the CPA to prepare the 2025 Audited Financials, and Sellers shall use

commercially reasonable and diligent efforts to cause CPA to deliver the 2025 Audited Financials to Issuer as soon as reasonably practical.

The Parties further acknowledge that delivery of such audited statements is required in connection with Purchaser’s

and Issuer’s compliance with applicable SEC and Nasdaq

requirements. Sellers’ obligation under this Section shall survive the Closing.

16.

MISCELLANEOUS.

16.1

Certain Definitions. For purposes of this Agreement:

“Affiliate”

of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is

under common control with, such Person. The term “control” (including the terms “controlled by” and “under

common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management

and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Claim”

means any and all claims, assertions, demands, charges, disputes, complaints, actions, causes of action, suits, litigation, proceedings,

investigations, commitments, liabilities, obligations, covenants, losses, damages, settlement payments, judgments, awards, fines, penalties,

and costs and expenses of any kind (including without limitation reasonable attorneys’ and other professional fees and expenses,

and all court costs through all appeals).

“Representative”

means, with respect to any Person, any and all managers, directors, officers, employees, consultants, advisors, counsel, accountants,

and other agents of such Person.

16.2

Entire Agreement. All understandings and agreements heretofore had between Sellers and Purchaser with respect to the Membership

Interests and/or the Property are merged in this Agreement.

16.3

Assignment. No Party shall have the right to assign or delegate its rights or obligations under this Agreement without the

prior written consent of each other Party, which consent may be granted or withheld in the sole and absolute discretion of each such other

Party. Notwithstanding the foregoing, Sellers hereby consent to Purchaser’s assignment at or prior to Closing of its interest in

this Agreement (or any portion thereof) to one (1) or more wholly-owned subsidiaries of Purchaser without further evidence of such subsidiaries’

financial capability to consummate Closing hereunder, provided that such subsidiaries shall assume, in writing (by execution of an assignment

and assumption agreement reasonably satisfactory to Sellers), all of Purchaser’s obligations under this Agreement.

16.4

No Modification. This Agreement shall not be modified or amended except in a written document signed by each Party.

16.5

Time of the Essence. Time is of the essence of this Agreement.

16.6

Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Florida, without

regard to principles thereof relating to conflicts of laws.

16.7

Notices. All notices, requests, demands or other communications required or permitted under this Agreement shall be in writing

and shall be deemed to be given when (a) personally delivered with signed delivery receipt obtained, (b) received, when sent by prepaid

reputable courier (for example, FedEx, UPS or DHL) by overnight delivery service in each case addressed as follows (or as a Party may

otherwise direct in writing after the Effective Date), or (c) transmitted, if sent by e-mail PDF

transmission (without the sender having received any

automated delivery failure notification), in each case to the following addresses

If to Sellers c/o

Invesca

or Owners: 3210

Hunter Rd Weston, FL 33331 Attn: Bernard Hsiao

Email: xxxxx@invesca.com

With a copy to: Nelson Mullins Riley & Scarborough LLP

1905 NW Corporate Boulevard, Suite 310 Boca

Raton, FL 33431

Attn: Gary

Itskovich

Email:xxxxxxxxxx@nelsonmullins.com

If to Purchaser c/o

STEWARDS, INC.

or Issuer: 4300

N University Drive Lauderhill, FL 33351 Attention: Shaun Quin

Email: xxxxxxx@favocapital.com

With a copy to: Cozen O’Connor

1650 Market Street, Suite 2800

Philadelphia, PA 19103 Attn: Howard

Grossman

Email: xxxxxxx@cozen.com

Title Company/ Nelson Mullins Riley & Scarborough

LLP Escrow Agent: 1905 NW Corporate Boulevard, Suite 310

Boca Raton, FL 33431 Attn: Gary

Itskovich

Email: xxxxxxx@nelsonmullins.com

The Parties may change their respective

addresses for receiving notices, requests, demands or other communication by notice sent in accordance with the terms of this Section

16.7.

16.8

Waiver of Trial by Jury. IN ANY LAWSUIT OR OTHER PROCEEDING INITIATED UNDER OR WITH RESPECT TO THIS AGREEMENT, PURCHASER

AND SELLERS EACH WAIVE ANY RIGHT EITHER MAY HAVE TO TRIAL BY JURY.

16.9

Confidentiality. The Parties hereby covenant and agree not to disclose to any third party the terms of this Agreement (including,

without limitation, the Purchase Price) and the content of any and all information in respect of the Parties, the Membership Interests

and the Property (collectively, the “Confidential Information”) obtained by Purchaser or Sellers in connection with

the transactions described in this Agreement without the express written consent of the other applicable Parties; provided, however, that

each Party may disclose the Confidential Information (a) to its Affiliates, members, partners, employees, advisors, consultants, attorneys,

accountants, partners and potential partners, investors and potential investors, and lenders or potential lenders (the “Transaction

Parties”) without the prior written consent of the other applicable Parties, so long as any such Transaction Parties are advised

by the disclosing

Party of the requirements hereunder

and required by such Party to keep all such information confidential in accordance with the terms hereof, (b) if disclosure is required

by law or by regulatory or judicial process or pursuant to any regulations promulgated by any nationally recognized stock exchange or

other public exchange for the sale and purchase of securities, provided that in such event, each Party agrees to notify the other Parties

in writing of such required disclosure, shall exercise all commercially reasonable efforts to preserve the confidentiality of the Confidential

Information, including, without limitation, reasonably cooperating with the other Parties to obtain an appropriate order or other reliable

assurance that confidential treatment will be accorded such Confidential Information by such tribunal and shall disclose only that portion

of the Confidential Information which it is legally required to disclose, (c) in connection with any litigation that may arise between

or among the Parties in connection with the transactions contemplated by this Agreement, (d) known to such Party or any of the Transaction

Parties (other than as a result of the breach of any applicable confidentiality restrictions) prior to obtaining same from the other Parties,

(e) lawfully obtained by such Party or the other Transaction Parties from a third party who did not receive same, directly or indirectly,

from the other Parties, or (f) that is or was independently developed by Persons who had no access to the Confidential Information. Further,

Purchaser and Sellers agree not to issue any press release or other media publicity of any kind with respect to this Agreement or the

transactions contemplated hereby without the prior written consent of the other Parties, which consent shall not be unreasonably withheld,

conditioned or delayed. In the event that the Closing does not occur in accordance with the terms of this Agreement, each of Sellers and

Purchaser shall, upon the other Parties’ request, promptly destroy or return to the other Party all of the documents, materials

and information regarding the Purchaser, Sellers, the Membership Interests and the Property, as applicable, and all copies thereof, obtained

by such Party in connection with this Agreement that are subject to such confidence, with any such destruction confirmed by such Party

and/or its Transaction Parties in writing supplied to the other Party upon request. The provisions of this Section 16.9 shall survive

the Closing or the earlier termination of this Agreement. This Section 16.9 supersedes any prior confidentiality agreement entered into

by and between some or all of the Parties hereto.

16.10

Exclusivity. Sellers shall not, and shall not cause Owners to, directly or indirectly through any officer, director, employee,

stockholder, agent, partner, member, manager, Affiliate, or otherwise (a) enter into any written agreement, agreement in principle or

other commitment (whether or not legally binding) relating to the purchase of the Membership Interests or the Property or any portion

thereof, a change in control of the Owners or any of the other direct or indirect owners of the Property to any persons or entities that

are not Affiliates of Sellers or the existing direct or indirect members of Sellers, or the financing or refinancing of the Property or

any portion thereof (a “Competing Transaction”), or (b) solicit or initiate the submission of any proposal or offer

from any person or entity (including any of its officers, directors, partners, members, managers, employees, or agents) relating to any

Competing Transaction. Notwithstanding the foregoing, the pursuit, negotiation, but not the final documentation, of the LoanCore Loan

shall not be deemed a Competing Transaction and may be pursued from and after the Effective Date.

16.11

No Memorandum of Agreement. This Agreement or any notice or memorandum hereof shall not be recorded in any public record

except as may be required by applicable law as a condition precedent to Purchaser filing an action at law or in equity against Sellers.

A violation of this prohibition shall constitute a material breach by Purchaser, entitling Sellers to terminate this Agreement.

16.12

Weekends and Legal Holidays. Whenever the time for performance of a covenant or condition required to be performed pursuant

to the terms of this Agreement falls upon a Saturday, Sunday or Federal or State of Florida official holiday, such time for performance

shall be extended to the next

business day. When used herein,

the Term “business day” shall mean any day other than a Saturday, Sunday

or Federal or State of Florida holiday. Otherwise all references

herein to “days” shall mean calendar days.

16.13

Counterparts; Electronic Signatures. This Agreement may be signed in any number of counterparts each of which shall be deemed

to be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of

this Agreement electronically by DocuSign, AdobeSign, PDF or similar technology, shall be effective as delivery of an original executed

counterpart of this Agreement. Notwithstanding the foregoing, each Party agrees to promptly deliver to the other Parties an executed original

of this Agreement with its actual signature, but a failure to do so shall not affect the enforceability of this Agreement, it being expressly

agreed that each Party to this Agreement shall be bound by its electronic signature and shall accept the electronically transmitted signature

of the other Parties to this Agreement.

16.14

Legal Representation. Each Party hereto has been represented by legal counsel in connection with the negotiation of the

transactions herein contemplated and the drafting and negotiation of this Agreement. Each Party hereto and its counsel has had an opportunity

to review and suggest revisions to the language of this Agreement. Accordingly, no provision of this Agreement shall be construed for

or against or interpreted to the benefit or disadvantage of any Party by reason of any Party having or being deemed to have structured

or drafted such provision.

16.15

Attorneys’ Fees. If any action is brought by any Party against one or more of the other Parties in connection with

or arising out of this Agreement or any of the documents and instruments delivered in connection herewith or in connection with the transactions

contemplated hereby, the substantially prevailing Party shall be entitled to recover from such other Parties reasonable attorneys’

fees and expenses incurred in connection with the prosecution or defense of such action.

16.16

Tax Matters. (a) The Parties acknowledge and agree that, for federal and all applicable state income tax purposes, Purchaser’s

purchase of the Envy Membership Interest and the Myelin Membership Interest are intended to be treated as the direct sale and purchase

of the Parcels and associated assets as provided herein. The Parties and their respective Affiliates shall prepare all Tax Returns and

books and records in a manner consistent with such intended income tax treatment, except as otherwise required by a “determination”

under Code Section 1313(a) (or any comparable provision of state or local law). (b) Purchaser shall timely cause to be prepared and filed

(including making any payments due) any and all Tax Returns (under a new Federal Employer Identification Number to be obtained by Purchaser

for each Owner) required to be filed after the Closing Date with respect to each Owner; provided, however, prior to filing any Tax Return

that Purchaser is required to file pursuant to the foregoing relating to a taxable period preceding the Closing Date, Purchaser shall

provide Sellers with a copy of the proposed Tax Return and the opportunity to reasonably comment on said return prior to the due date

for filing thereof. Purchaser shall include in the final version of each such Tax Return any reasonable comments delivered by Sellers

in writing to Purchaser within twenty (20) days after receipt of the draft Tax Return furnished by Purchaser. Sellers and Purchaser hereby

agree to cooperate fully in a prompt and timely manner at no cost to the other Party, as and to the extent reasonably requested by the

other Party in writing, in connection with the filing of Tax Return and any audit, litigation or other proceeding with respect to Taxes

of the Owners. Sellers shall have the right to control any Tax audit or proceeding with respect to which Sellers have an obligation of

indemnification under this Agreement. Such cooperation shall include, but not be limited to, the retention and (upon the other Party’s

request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding. The

provisions of this Section 15.16 shall survive the Closing.

16.17

Insider Trading Compliance. To the extent that applicable federal or state securities laws governing insider trading are

triggered in connection with Sellers’ receipt, holding, or disposition of the Escrowed Shares or any other Common Shares issued

pursuant to this Agreement, Sellers shall comply in all material respects with such laws and regulations, including, without limitation,

Section 10(b) of the Exchange Act, Rule 10b-5 promulgated thereunder, and any applicable trading restrictions arising from Sellers’

possession of material non-public information (“MNPI”) concerning Purchaser. Without limiting the foregoing, if Sellers

are in possession of MNPI at any time during the Escrow Period, Sellers shall refrain from buying, selling, or otherwise transacting in

the Escrowed Shares until such information has been publicly disclosed or is no longer material, unless such transaction is effected pursuant

to a pre-established written trading plan that complies with Rule 10b5-1 under the Exchange Act and was adopted at a time when Sellers

were not aware of any MNPI. Purchaser shall promptly notify Sellers in writing upon the imposition of any trading blackout period applicable

to the Escrowed Shares and shall use reasonable efforts to minimize the duration of any such blackout period. The provisions of this Section

shall survive the Closing.

16.18

Pending Arbitration. Purchaser acknowledges that it has been informed of, and is aware of, the Settlement Agreement dated

September 9, 2026 (“Settlement Agreement”) under arbitration proceeding under JAMS, reference number 5460001419 (“Arbitration”),

involving the KOI Residences and the Marina (as such term is defined in the CC&Rs). In connection with the Settlement Agreement, Purchaser

further acknowledges and agrees that Sellers shall have the right, at any time prior to Closing, to execute, deliver and record such amendments

to the CC&Rs and such deeds, easements or other instruments (including, but not limited to, the Dog Park Deed, the Sliver Parcel Deed

and the Skywalk Easement) with respect to the Property (including, but not limited to, certain Common Areas (as defined in the CC&Rs)),

as Sellers are required to implement or comply with the terms and conditions of the Settlement Agreement (collectively, “Settlement

Documents”). Notwithstanding the foregoing or anything to contrary herein, the terms of the Settlement and the form and substance

of the Settlement Documents shall be subject to Purchaser’s prior approval, not to be unreasonably withheld, conditioned or delayed.

Purchaser further agrees that any Settlement Documents or other matter arising from or required by the Settlement Agreement, in each case,

to the extent approved by Purchaser in accordance with this Section, shall be deemed a Permitted Exception and shall not constitute an

Updated Title Defect or otherwise give rise to any right of objection, termination, delay, offset, abatement, or Claim by Purchaser under

this Agreement. Following Closing, Purchaser shall execute and deliver such further documents or instruments as may be reasonably necessary

to implement or comply with the Settlement Agreement, including any documents required to be executed by the owner of the Property, such

documents and instruments shall be subject to Purchaser’s prior approval, not to be unreasonably withheld, conditioned or delayed.

Purchaser shall not be required to incur any material expense or assume any personal liability in connection with such cooperation. The

provisions of this Section shall survive the Closing and shall remain binding upon Purchaser and its successors and assigns.

16.19

Books and Records.

16.19.1

For a period of three (3) years after the Closing, Purchaser shall retain the books and records of

each Owner relating to periods prior to the Closing, as delivered to Purchaser hereunder, and upon reasonable written notice, afford the

Representatives of Sellers reasonable access to such books and records during normal business hours (including the right to make photocopies

at Sellers’ expense).

16.19.2

Purchaser shall not be obligated to provide Sellers with access to any books or records hereunder

where such access would violate any applicable law.

16.20

Attorney-Client Privilege. Each of the Parties acknowledges and agrees, on its own behalf and on behalf of its Affiliates

and Representatives, that:

16.20.1

Nelson Mullins Riley & Scarborough, LLP (“Company Counsel”) has acted as counsel to Owners in connection

with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

Purchaser and Issuer agree, and shall cause each Owner to agree, that, following consummation of the transactions contemplated hereby,

such representation and any prior representation of either Owner by Company Counsel shall not preclude Company Counsel from serving as

counsel to the Owners (as constituted prior to Closing) or any Affiliate or Representative of either Owner or its Affiliates, in connection

with any Claim arising out of or relating to this Agreement or the transactions contemplated hereby.

16.20.2

Purchaser and Issuer shall not, and shall cause each Owner not to, seek or have Company Counsel disqualified from any such representation

based on any prior representation of either Owner by Company Counsel. Each of the Parties hereby consents thereto and waives any conflict

of interest arising from such prior representation, and each of such Parties shall cause any of its Affiliates to consent to waive any

conflict of interest arising from such representation. Each of the Parties acknowledges that such consent and waiver is voluntary, that

it has been carefully considered, and that the Parties have consulted with counsel or have been advised they should do so in connection

herewith. The covenants, consent and waiver contained in this Section 16.20 shall not be deemed exclusive of any other rights to which

Company Counsel is entitled whether pursuant to law, contract, or otherwise.

16.20.3

All communications prior to Closing between or among the Owners (or either Owner) and Company Counsel relating to the negotiation,

preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (collectively, “Attorney-Client

Communications”) shall be deemed to be attorney-client privileged, and the expectation of client confidence relating thereto

shall survive Closing, and from and after Closing shall belong solely to Sellers and shall not pass to or be claimed by Purchaser, Issuer,

or either Owner. Accordingly, Purchaser, Issuer, and each Owner shall not have access to any Attorney-Client Communications or to the

files of Company Counsel relating to such engagement from and after Closing. Without limiting the generality of the foregoing, from and

after the Closing, (a) Sellers (and not Purchaser, Issuer, or either Owner) shall be the sole holder of the attorney-client privilege

with respect to such engagement, and none of Purchaser, Issuer, or either Owner shall be a holder thereof; (b) to the extent that files

of Company Counsel in respect of such engagement constitute property of the client, only Sellers (and not Purchaser, Issuer, or either

Owner) shall hold such property rights; and (c) Company Counsel shall have no duty whatsoever to reveal or disclose any such Attorney-Client

Communications or files to Purchaser, Issuer, or either Owner by reason of any attorney-client relationship between or among Company Counsel

and either Owner or otherwise. Notwithstanding the foregoing, in the event that after Closing a dispute arises between Purchaser and Issuer

or their Affiliates (including the Owners), on the one hand, and a third party other than any of Sellers or their respective Affiliates,

on the other hand, Purchaser, Issuer, and their Affiliates (including Owners) may assert the attorney-client privilege to prevent disclosure

of confidential communications to such third party; provided, however, none of Purchaser, Issuer, or their Affiliates (including Owners)

may waive such privilege without the prior written consent of Sellers. In the event that Purchaser, Issuer, or any of their Affiliates

(including Owners) are legally required by order of a governmental authority or otherwise legally required to access or obtain a copy

of all or a portion of the Attorney-Client Communications, to the extent (i) permitted by applicable law, and (ii) advisable in the opinion

of Purchaser’s counsel, Purchaser promptly (and, in any event, within three (3) business days) shall notify Sellers in writing so

that Sellers can seek a protective order. In furtherance of the foregoing, each of the Parties agrees that (A) no waiver is intended by

failing to remove all Attorney-Client

Communications from either

Owner’s files and computer systems, and (B) after Closing, the Parties will use commercially reasonable efforts to take the steps

necessary to ensure the Attorney-Client Communications are held and controlled by Sellers. Purchaser and Issuer agree that, after Closing,

none of Purchaser, Issuer, Owners, or their Affiliates will access or review the Attorney-Client Communications in connection with Claim

against or involving the Sellers or their Affiliates, or use or assert the Attorney-Client Communications against the Sellers or their

Affiliates in any Claim against or involving the Sellers or their Affiliates.

16.20.4

This Section 16.20 is intended for the benefit of, and shall be enforceable by, Company Counsel. This Section 16.20 shall be irrevocable,

and no term of this section may be revoked, amended, restated, or waived without the prior written consent of Company Counsel.

17.

ESCROW PROVISIONS.

17.1

Any notice to Escrow Agent shall be sufficient only if received by Escrow Agent within the applicable time period set forth herein.

All mailings and notices from Escrow Agent to Sellers and/or Purchaser, or from Sellers and/or Purchaser to Escrow Agent, provided for

in this Section 17 shall be addressed to the Party to receive such notice at its notice address set forth in Section 16.7 above (with

copies to be similarly sent to the additional Persons therein indicated).

17.2

Escrow Agent is acting hereunder without charge as an accommodation to Purchaser and Sellers, it being understood and agreed that

Escrow Agent shall not be liable for any error in judgment or any act done or omitted by it in good faith or pursuant to court order,

or for any mistake of fact or law. Escrow Agent shall not incur any liability in acting upon any document or instrument believed thereby

to be genuine. Escrow Agent is hereby released and exculpated from all liability hereunder, except only for willful misconduct or gross

negligence. Escrow Agent may assume that any person purporting to give it any notice on behalf of any Party has been authorized to do

so. Escrow Agent shall not be liable for, and Purchaser and Sellers hereby jointly and severally agree to indemnify Escrow Agent against,

any actual loss, liability or expense, including reasonable out-of-pocket attorneys’ fees, arising out of any dispute under this

Agreement, including the cost and expense of defending itself against any Claim arising hereunder. Purchaser acknowledges that the Escrow

Agent is also Sellers’ counsel in this transaction, and Purchaser hereby consents to the Escrow Agent’s representation of

Sellers in connection with this Agreement and in connection with any litigation which may arise out of this Agreement. The provisions

of this Section 17 shall survive the termination of this Agreement. If required by Escrow Agent, the Parties agree to enter into a separate

escrow agreement in the standard form required by Escrow Agent.

[Remainder of Page Intentionally

Left Blank.]

[SIGNATURE PAGE TO MEMBERSHIP

INTERESTS PURCHASE AND SALE AGREEMENT]

WITNESS WHEREOF, the Parties have executed and delivered this

Agreement as of the date first above written.

ENVY

SELLER:

ENVY DEVELOPMENT PB, LLC,

a Florida limited

liability company

By: /s/ Bernard Hsiao

Name:

Bernard Hsiao

Its: Manager

MYELIN

GROUP OWNERS:

HSU GAMMA INVESTMENTS LP,

a Delaware

limited partnership

By: /s/ Michael Hsiao

Name: Michael Hsiao

Its: Authorized Person

By: /s/ Michael Hsiao

Michael Hsiao, individually

ESTATE OF CHRISTOPHER

LONGSWORTH

/s/ Michael Hsiao

Name:

Michael Hsiao

Its: Curator of the Estate

ENVY

PROPCO:

ENVY DEVELOPMENT DE, LLC,

a Delaware limited liability company

By:

/s/ Bernard Hsiao

Name:

Barnard Hsiao

Its:

Manager

MYELIN

SELLER:

THE MYELIN GROUP, LLC,

a Florida limited liability company

By: /s/ Michael Hsiao

Name: Michael Hsiao

Its: Manager

MYELIN

PROPCO:

ENVY RECREATIONAL, LLC,

a Delaware limited liability company

By:

/s/ Michael Hsiao

Name.Michael

Hsiao

Its: Authorized Person

PURCHASER:

SRC

ENVY HOLDCO LLC, a Delaware limited liability company

By:

/s/ Shaun Quin

Name:

Shaun Quin

Its:

CEO

ISSUER:

STEWARDS,

INC.,

Nevada corporation (OTC: SWRD)

By:

/s/ Shaun Quin

Name:

Shaun Quin

Its: CEO

EX-4.1 — REGISTRATION RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 23, 2026

EX-4.1

Filename: ex4_1.htm · Sequence: 3

REGISTRATION RIGHTS AGREEMENT

THIS

REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2026 (the “Effective

Date”), by and among (i) STEWARDS, INC., a Nevada corporation (the “Issuer”), (ii) the undersigned

parties listed as “Sellers” on the signature page hereto (each, a “Seller” and collectively, the

“Sellers”), (iii) STEWARDS INTERNATIONAL FUNDS PCC ON BEHALF OF THE STEWARDS PRIVATE CREDIT FUND, a Mauritius

Protected Cell Company (the “Guarantor”).

RECITALS

WHEREAS,

on or about the date hereof, Issuer, SRC ENVY HOLDCO LLC, a Delaware limited liability company, ENVY DEVELOPMENT PB, LLC, a Florida

limited liability company, HSU GAMMA INVESTMENTS LP, a Delaware limited partnership, MICHAEL HSIAO, an individual, ESTATE OF

CHRISTOPHER LONGSWORTH, and THE MYELIN GROUP, LLC, a Florida limited liability company,

among others, entered into that certain Membership Interests Purchase and Sale Agreement dated as of September 21, 2026 (as amended,

restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), pursuant to

which, among other matters, Issuer agreed to issue to the Sellers its Common Shares (as defined below) as partial consideration for

the purchase and sale of the Membership Interests (as defined in the Purchase Agreement);

WHEREAS,

the Escrowed Shares (as defined below) issued or to be issued to the Sellers pursuant to the Purchase Agreement will constitute “restricted

securities” within the meaning of Rule 144 under the Securities Act and, because the Issuer was previously a shell company as defined

in Rule 12b-2 under the Exchange Act, resales of such shares pursuant to Rule 144 will not be available to any holder until the conditions

set forth in Rule 144(i)(2) have been satisfied, including, without limitation, that at least one (1) year has elapsed since Issuer filed

current “Form 10 information” with the Commission reflecting its status as an entity that is no longer a shell company (which

Issuer represents that it did in its Registration Statement on Form S-1 filed in November 2025), and that all other conditions of Rule

144(i)(2) are met;

WHEREAS,

in light of the foregoing limitations on Rule 144 availability, registration is expected to be the primary means by which Sellers may

achieve liquidity with respect to the Registrable Securities;

WHEREAS,

the parties desire to enter into this Agreement to provide Sellers with certain rights relating to the registration for resale of the

Registrable Securities.

NOW,

THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

DEFINITIONS. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in

the Purchase Agreement. The following capitalized terms used herein have the following meanings:

“Adverse

Disclosure” means any public disclosure of material non-public information, which disclosure, in the good faith judgment

of the Chief Executive Officer or principal financial officer of Issuer, after consultation with counsel to Issuer, (i) would be required

to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain

any untrue statement of material fact or omit to state a material fact necessary to make the statements contained therein not misleading,

(ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) as to which Issuer has

a bona fide business purpose for not making such information public.

“Agreement”

means this Registration Rights Agreement, as amended, restated, supplemented or otherwise modified from time to time.

“Blackout Period” is defined

in Section 2.5(a).

“Board” means the board of directors

of Issuer.

“Commission” means the United

States Securities and Exchange Commission or any successor

thereto.

“Common

Shares” means shares of common stock, par value $0.0001 per share, of Issuer, together with any equity securities paid as

dividends or distributions after the Closing (as defined in the Purchase Agreement) with respect to such shares or into which such shares

are exchanged or converted after the Closing.

“Demand Registration” is defined

in Section 2.2.

“Demanding Holders” is defined

in Section 2.2.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated

thereunder, all as the same shall be in effect at the time.

“Guarantor” is defined in the

preamble to this Agreement.

“Holder”

means any Seller holding Registrable Securities, and any permitted transferee of Registrable Securities to whom rights under this Agreement

have been assigned in accordance with Section 7.2.

“Indemnified Party” is defined

in Section 4.3.

“Indemnifying Party” is defined

in Section 4.3.

“Issuer”

is defined in the preamble to this Agreement, and shall include Issuer’s successors by merger, acquisition, reorganization or otherwise.

“Losses” is defined in Section

4.1.

“Maximum Number of Securities”

is defined in Section 2.2.2.

“Payment Date” is defined in

Section 6.2.

“Piggyback Registration” is

defined in Section 2.3.1.

“Pro Rata” is defined in Section

2.2.2.

“Prospectus”

means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any

and all post-effective amendments, and shall include all material incorporated by reference in such prospectus.

“Purchase Agreement” is defined

in the recitals to this Agreement.

“Registrable

Securities” means (i) all Escrowed Shares issued or issuable to Sellers pursuant to the Purchase Agreement, together with

any shares of capital stock or other securities of Issuer issued as a dividend, split or other distribution with respect to, or in exchange

for or in replacement of, the foregoing securities, or otherwise in connection with a combination of shares, distribution, recapitalization,

merger, consolidation or other similar event with respect to the Common Shares. As to any particular Registrable Securities, such securities

shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities shall have become

effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with

such Registration Statement;

(b) such securities have been sold

through a broker, dealer or underwriter in a public offering pursuant to applicable securities laws; (c) such securities have been sold

without registration pursuant to Rule 144 or another exemption from registration under the Securities Act; (d) all such securities are

eligible for resale under Rule 144 or another exemption during a 90-day period without volume or manner-of-sale restrictions (provided,

for the avoidance of doubt, that eligibility under Rule 144 for former-shell-company shares requires prior satisfaction of all conditions

in Rule 144(i)(2)); or (e) such securities shall have ceased to be outstanding.

“Registration”

means a registration effected by preparing and filing a Registration Statement in compliance with the requirements of the Securities Act

and the applicable rules and regulations of the Commission thereunder, and such Registration Statement becoming effective.

“Registration

Statement” means a registration statement filed by Issuer with the Commission in compliance with the Securities Act and

the rules and regulations promulgated thereunder for a public offering and sale of equity securities (other than a registration statement

on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange

for securities or assets of another entity).

“Resale

Registration Statement” means a Registration Statement filed on Form S-1 (or, if available to Issuer, on Form S-3 or any

successor short-form), registering the resale of Registrable Securities by or on behalf of the Holders on a continuous or delayed basis

pursuant to Rule 415 under the Securities Act (or any successor rule).

“Rollover

Shares” means all Common Shares issued or issuable to Sellers pursuant to Section 2.2.2(a)

of the Purchase Agreement, including the Escrowed Shares (as defined in the Purchase Agreement).

“Rule

144” means Rule 144 promulgated under the Securities Act, as amended from time to time, or any successor rule thereto.

“Rule

144(i)(2) Conditions” means the conditions set forth in Rule 144(i)(2) that must be satisfied before Rule 144 is available

to any holder of shares of a former shell company for resale purposes, including, without limitation: (i) Issuer has ceased to be a shell

company; (ii) Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (iii) Issuer has filed all Exchange

Act reports required during the preceding twelve (12) months (or such shorter period as Issuer was required to file); and (iv) at least

one (1) year has elapsed since Issuer filed current “Form 10 information” with the Commission reflecting its status as an

entity that is no longer a shell company.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,

all as the same shall be in effect at the time.

“Seller Indemnified Party” is

defined in Section 4.1.

“Underwriter”

means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s

market-making activities.

“Underwritten Offering”

means a Registration in which securities of Issuer are sold to an Underwriter in a firm commitment underwriting for distribution to the

public.

REGISTRATION RIGHTS.

2.1

Mandatory Resale Registration.

2.1.1 Filing

Obligation. Issuer shall use its commercially reasonable efforts to prepare and file with the Commission a Resale Registration

Statement registering all Escrowed Shares for resale by or on behalf of the Holders as promptly as practicable following the

Effective Date, but in no event later than thirty (30) days after the Effective Date (the “Filing

Deadline”). Issuer shall use its commercially reasonable efforts to cause such Resale Registration Statement to become

effective as soon as practicable following the Filing Deadline but in no event later than sixty (60) days after the Effective Date

(or ninety (90) days after the closing of Effective Date if the Commission reviews and comments upon the Resale Registration

Statement) (the “Effectiveness Deadline”). Issuer’s failure to file the Resale Registration

Statement by the Filing Deadline, or to have such Resale Registration Statement declared effective by the Effectiveness Deadline,

shall constitute a material breach of this Agreement.

2.1.2

Form. The Resale Registration Statement shall be filed on Form S-1 (or such other appropriate form as is available to Issuer

under the Securities Act for the registration of the resale of the Registrable Securities at such time). If and when Issuer becomes eligible

to use Form S-3 (or any successor short-form registration statement) for the registration of resales of the Registrable Securities, Issuer

shall, upon the written request of the Holders of a majority-in-interest of the then-outstanding Registrable Securities, use its commercially

reasonable efforts to convert the then-effective Resale Registration Statement to a Form S-3, or to file a new Resale Registration Statement

on Form S-3, as promptly as practicable following such request.

2.1.3

Shell Company Acknowledgment. The parties acknowledge that, because Issuer was previously a shell company as defined in

Rule 12b-2 under the Exchange Act, resales of the Registrable Securities pursuant to Rule 144 will not be available until the Rule 144(i)(2)

Conditions are satisfied. In recognition of such limitation, Issuer’s obligation to file a Resale Registration Statement on Form

S-1 pursuant to Section 2.1.1 shall apply unless and until another form is then available to Issuer for the registration of resales

of the Registrable Securities.

2.1.4

Lock-Up Carve-Out. Issuer shall use commercially reasonable and diligent efforts to cause any underwriter or any uplisting

transaction to exclude all Registrable Securities from any lock-up agreement required of five percent (5%) or greater shareholders, directors,

or officers. Issuer covenants that it shall not enter into any underwriting agreement or lock-up arrangement that would restrict the ability

of any Holder to sell Registrable Securities pursuant to an effective Registration Statement hereunder for a period longer than would

otherwise apply in the absence of such lock-up, without the prior written consent of Holders holding a majority of the then-outstanding

Registrable Securities.

2.2

Demand Registration. Subject to Section 2.5, at any time and from time to time after the Closing, Holders holding

at least a majority-in-interest of the Registrable Securities then issued and outstanding may make a written demand for a new or additional

Registration Statement under the Securities Act registering all or part of their Registrable Securities, which written demand shall describe

the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (a “Demand

Registration”). Upon any such request, Issuer shall notify all other Holders of the demand, and each Holder

who wishes to include all

or a portion of its Registrable Securities in the Demand Registration (each, a “Demanding Holder”) shall

so notify Issuer within ten (10) days after receipt by such Holder of Issuer’s notice. Upon any such request, Issuer shall use

its commercially reasonable efforts to file a Registration Statement registering all Registrable Securities requested by the

Demanding Holders no later than sixty (60) days following Issuer’s receipt of the Demand Registration request, and to cause

such Registration Statement to become effective as soon as practicable thereafter. Issuer shall not be obligated to effect more than

two (2) Demand Registrations in any twelve (12) month period, and shall not be obligated to effect any Demand Registration (i)

within sixty (60) days after the effective date of a Registration Statement previously filed pursuant to this Agreement, or (ii)

during any Blackout Period.

2.2.1

Underwritten Demand. Subject to Section 2.5, if a majority-in-interest of the Demanding Holders so elect and advise

Issuer as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand

Registration shall be in the form of an Underwritten Offering. In such event, the right of any Demanding Holder to include its Registrable

Securities in such Registration shall be conditioned upon such Demanding Holder’s participation in such Underwritten Offering, and

all Demanding Holders proposing to distribute their Registrable Securities through such Underwritten Offering shall enter into an underwriting

agreement in customary form with the Underwriter or Underwriters selected by a majority-in-interest of the Demanding Holders and reasonably

acceptable to Issuer.

2.2.2

Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an Underwritten

Offering, in good faith, advises Issuer and the Demanding Holders in writing that the dollar amount or number of Registrable Securities

which the Demanding Holders desire to sell, together with all other shares or securities which Issuer desires to sell and any securities

as to which Registration has been requested pursuant to other written contractual piggyback registration rights, exceeds the maximum dollar

amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price, timing,

distribution method or probability of success of such offering (the “Maximum Number of Securities”), then Issuer

shall include in such Registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding

Holders (Pro Rata among the applicable Holders, based on the number of securities that each Holder has requested be included, as long

as they do not request to include more securities than they own (such proportion being “Pro Rata”)), up to the

Maximum Number of Securities; (ii) second, to the extent the Maximum Number of Securities has not been reached, Registrable Securities

of Holders as to which Registration has been requested pursuant to Section 2.3, Pro Rata among the holders thereof, up to the Maximum

Number of Securities; (iii) third, to the extent the Maximum Number of Securities has not been reached, shares or securities that Issuer

desires to sell, up to the Maximum Number of Securities; and (iv) fourth, to the extent the Maximum Number of Securities has not been

reached, shares or securities for the account of other Persons that Issuer is obligated to register pursuant to other written contractual

arrangements, up to the Maximum Number of Securities.

2.2.3

Withdrawal. A Demanding Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration

at any time prior to the effectiveness of the applicable Registration Statement. If a majority-in-interest of the Demanding Holders disapprove

of the terms of any Underwritten Offering or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest

of the Demanding Holders may elect to withdraw from such offering by giving written notice to Issuer and the applicable Underwriters prior

to the effectiveness of the Registration Statement. A withdrawal under circumstances described in the preceding sentence shall not count

against Issuer’s obligation to effect Demand Registrations under this Agreement.

2.3

Piggyback Registration.

2.3.1

Piggyback Rights. If at any time after the Closing, Issuer proposes to file a Registration Statement under the Securities

Act with respect to the Registration of equity securities or securities convertible into, or exercisable or exchangeable for, equity securities,

by Issuer for its own account or for any other security holders of Issuer (other than a Registration Statement filed in connection with

any employee benefit plan, exchange offer, or dividend reinvestment plan), then Issuer shall (i) give written notice of such proposed

filing to all Holders of Registrable Securities not less than ten (10) days before the anticipated filing date, which notice shall describe

the amount and type of securities to be included in such Registration, the intended method(s) of distribution, and the proposed managing

Underwriter or Underwriters, if any, and (ii) offer to Holders of Registrable Securities the opportunity to register the sale of such

number of Registrable Securities as such Holders may request in writing within five (5) days following receipt of such notice (a “Piggyback

Registration”). Subject to applicable securities laws, Issuer shall use its commercially reasonable efforts to cause such

Registrable Securities to be included in such Registration and, in the case of an Underwritten Offering, to permit the Registrable Securities

requested to be included in a Piggyback Registration on the same terms and conditions as any similar securities of Issuer and to permit

the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All Holders

proposing to distribute Registrable Securities through a Piggyback Registration that involves an Underwriter or Underwriters shall enter

into an underwriting agreement in customary form with such Underwriter or Underwriters.

2.3.2

Reduction of Offering. If the managing Underwriter or Underwriters for a Piggyback Registration that is to be an Underwritten

Offering, in good faith, advises Issuer and the applicable Holders in writing that the dollar amount or number of shares or other securities

to be included in such Registration exceeds the Maximum Number of Securities, then Issuer shall include in such Registration: (i) if the

Registration is for Issuer’s account: first, the securities that Issuer desires to sell up

to the Maximum Number of Securities; second, to the extent the Maximum Number of Securities has not been reached, Registrable Securities

of Holders requested to be included, Pro Rata, up to the Maximum Number of Securities; and third, to the extent not reached, other securities

for the account of other Persons with contractual registration rights, up to the Maximum Number of Securities; and (ii) if the Registration

is a Demand Registration: first, the securities for the account of the Demanding Holders Pro Rata,

up to the Maximum Number of Securities; second, to the extent not reached, Registrable Securities of other Holders requested to

be included pursuant to Section 2.3, Pro Rata, up to the Maximum Number of Securities; third, to the extent not reached, shares

or securities that Issuer desires to sell, up to the Maximum Number of Securities; and fourth, to the extent not reached, shares or securities

for the account of other Persons pursuant to contractual registration rights.

2.3.3

Withdrawal. Any Holder of Registrable Securities may elect to withdraw its request for inclusion of Registrable Securities

in any Piggyback Registration by giving written notice to Issuer of such request to withdraw prior to the effectiveness of the applicable

Registration Statement. Issuer may withdraw a Registration Statement underlying a Piggyback Registration at any time prior to its effectiveness

without liability to the Holders, provided that Issuer shall pay all Registration Expenses incurred in connection with such Piggyback

Registration as provided in Section 3.3.

2.4

Reserved.

2.5

Blackout and Restrictions. Notwithstanding anything to the contrary in this Agreement:

(a)

Issuer may suspend the use of any Prospectus (including any Resale Registration Statement) for a period (a “Blackout

Period”) not to exceed thirty (30) consecutive days (and not more than sixty (60) total days in any twelve (12) month period)

if the Board, upon the advice of outside counsel, determines in good faith that disclosure of Adverse Disclosure would be required in

such Prospectus and that it is in Issuer’s best interest not to make such disclosure at such time. Issuer shall promptly notify

the Holders in writing of the commencement and termination of

any Blackout Period and shall use its commercially reasonable

efforts to end each Blackout Period as promptly as practicable.

(b)

During any Blackout Period, each Holder shall immediately discontinue disposition of Registrable Securities pursuant to any

Registration Statement or Prospectus until the Blackout Period ends and the Holder receives written notice from Issuer that the Prospectus

may be resumed.

(c)

Any Blackout Period shall toll any obligation of Issuer that is measured by elapsed time after the Closing Date or after effectiveness

of a Registration Statement, but only for the duration of the Blackout Period.

REGISTRATION PROCEDURES.

3.1

Filings; Information. Whenever Issuer is required to effect the Registration of any Registrable Securities pursuant to Section

2, Issuer shall use its commercially reasonable efforts to effect the Registration and sale of such Registrable Securities in accordance

with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection therewith:

3.1.1

Filing. Issuer shall use its commercially reasonable efforts to prepare and file with the Commission a Registration Statement

on any form for which Issuer then qualifies or which counsel for Issuer deems appropriate and which form is available for the sale of

all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use

its commercially reasonable efforts to cause such Registration Statement to become effective and to keep it effective for the period required

by Section 3.1.3.

3.1.2

Copies. Issuer shall, prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish

without charge to the Holders of Registrable Securities included in such Registration, and the Holders’ legal counsel, copies of

such Registration Statement as proposed to be filed, each amendment and supplement thereto, the Prospectus included therein, and such

other documents as the Holders or their legal counsel may reasonably request in order to facilitate the disposition of the Registrable

Securities owned by such Holders.

3.1.3

Effectiveness Maintenance. Issuer shall use its commercially reasonable efforts to prepare and file with the Commission

such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection

therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act,

until all Registrable Securities covered by such Registration Statement have been disposed of in accordance with the intended method(s)

of distribution set forth in such Registration Statement or such securities have been withdrawn, or until such time as the Registrable

Securities cease to be Registrable Securities as defined in this Agreement.

3.1.4

Reporting Obligations. For so long as any Holder shall own Registrable Securities, Issuer, at all times while it shall be

a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable

grace period) all reports required to be filed by Issuer pursuant to Sections 13(a) or 15(d) of the Exchange Act. In furtherance of the

foregoing, Issuer shall use commercially reasonable efforts to (i) maintain its status as an entity that is no longer a shell company

within the meaning of Rule 12b-2 under the Exchange Act, (ii) satisfy all applicable Exchange Act reporting and “seasoning”

requirements under Rule 144(i)(2) as promptly as practicable following the Closing, and

(iii) provide Holders, upon request,

with (A) a written statement by Issuer that it has complied with the reporting requirements of the Exchange Act, (B) a copy of or electronic

access to Issuer’s most recent

Annual Report on Form 10-K or

Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail Holders of any rule or

regulation of the Commission that permits the selling of Registrable Securities without registration.

3.1.5

Legend Removal. In connection with any sale or transfer of Registrable Securities pursuant to an effective Registration

Statement or pursuant to an applicable exemption from registration, Issuer shall, subject to receipt of customary documentation reasonably

required from the applicable Holder in connection therewith, (i) promptly instruct its transfer agent to remove any restrictive legends

applicable to the Registrable Securities being sold or transferred, and (ii) cause its legal counsel to deliver the necessary legal opinions,

if any, to the transfer agent in connection with such instruction. Issuer shall cooperate reasonably with, and take such customary actions

as may reasonably be requested by, the Holders in connection with such sales or transfers.

3.1.6

Notification. After the filing of a Registration Statement, Issuer shall promptly (and in no event more than five (5) business

days after such filing) notify the Holders of such filing, and shall further notify the Holders promptly and confirm such advice in writing

in all events within five (5) business days after the occurrence of any of the following: (i) when such Registration Statement becomes

effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance

by the Commission of any stop order; and (iv) any request by the Commission for any amendment or supplement to such Registration Statement

or any related Prospectus or for additional information, or of the occurrence of an event requiring the preparation of a supplement or

amendment to such Prospectus so that, as thereafter delivered to purchasers of the securities covered by such Registration Statement,

such Prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary to make the statements therein not misleading, and Issuer shall promptly make available to the Holders any such supplement

or amendment. Before filing with the Commission a Registration Statement or Prospectus or any amendment or supplement thereto, Issuer

shall furnish to the Holders and their legal counsel copies of all such documents proposed to be filed sufficiently in advance to provide

the Holders and their legal counsel a reasonable opportunity (but in any event at least five (5) business days) to review such documents

and comment thereon.

3.1.7

Blue Sky Compliance. Issuer shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities

covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States

as the Holders of Registrable Securities included in such Registration Statement may reasonably request, and (ii) take such action as

may be necessary to cause such Registrable Securities to be registered with or approved by such other governmental authorities as may

be necessary by virtue of the business and operations of Issuer; provided, however, that Issuer shall not be required to qualify generally

to do business in any jurisdiction where it would not otherwise be required to qualify or take any action that would subject it to general

service of process or taxation in any jurisdiction where it is not then otherwise subject.

3.1.8

Underwriting Agreements. To the extent required by any applicable underwriting agreement, Issuer shall enter into customary

agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required

in order to expedite or facilitate the disposition of such Registrable Securities. No Holder included in such Registration Statement shall

be required to make any representations or warranties in the underwriting agreement except, if applicable, with respect to such Holder’s

organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such Holder’s material

agreements and organizational documents, and with respect to written information relating to such Holder that such Holder has furnished

in writing expressly for inclusion in such Registration Statement.

3.1.9

Cooperation. The principal executive officer, principal financial officer, principal accounting officer and all other officers

and members of management of Issuer shall cooperate reasonably in any offering of Registrable Securities hereunder, which cooperation

shall include the preparation of the applicable Registration Statement and all other offering materials and related documents, and participation

in meetings with Underwriters, attorneys, accountants and potential investors.

3.1.10

Records. Issuer shall make available for inspection by the Holders of Registrable Securities included in such Registration

Statement, any Underwriter participating in any disposition pursuant to such Registration Statement, and any attorney, accountant or other

professional retained by any such Holder or Underwriter, all financial and other records, pertinent corporate documents and properties

of Issuer as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Issuer’s officers,

directors and employees to supply all information reasonably requested by any of them in connection with such Registration Statement;

provided that Issuer may require execution of a reasonable confidentiality agreement prior to sharing any such information.

3.1.11

Opinions and Comfort Letters. Issuer shall obtain from its counsel and accountants customary legal opinions and comfort

letters to the extent reasonably required by any applicable underwriting agreement.

3.1.12

Earnings Statement. Issuer shall comply with all applicable rules and regulations of the Commission and the Securities Act

and make available to its stockholders, as soon as reasonably practicable, an earnings statement covering a period of twelve (12) months

beginning with the first day of the Issuer’s first full calendar quarter after the effective date of a Registration Statement, which

earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule

promulgated thereafter by the Commission).

3.1.13

Listing. Issuer shall use its commercially reasonable efforts to cause all Registrable Securities that are Common Shares

included in any Registration to be listed on such exchanges or otherwise designated for trading in the same manner as other Common Shares

are then listed or designated, or, if no Common Shares are then listed or designated, in a manner satisfactory to the Holders of a majority-in-interest

of the Registrable Securities included in such Registration.

3.1.14

Road Show. If a Registration involves the Registration of Registrable Securities with an aggregate proposed public offering

price in excess of $25,000,000, Issuer shall use its commercially reasonable efforts to make available senior executives of Issuer to

participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten

Offering.

3.2

Obligation to Suspend Distribution. Upon receipt of any notice from Issuer of the commencement of a Blackout Period pursuant

to Section 2.5, each Holder of Registrable Securities included in any Registration shall immediately discontinue disposition of

such Registrable Securities pursuant to the applicable Registration Statement until such Holder receives written notice from Issuer that

the Blackout Period has ended and the use of the Prospectus may be resumed.

3.3

Registration Expenses. Issuer shall bear all reasonable costs and expenses incurred in connection with any Registration

pursuant to Section 2, whether or not the applicable Registration Statement becomes effective, including: (i) all registration

and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements

of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Issuer’s internal

expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties); (v) the fees and expenses

incurred in connection with the listing of the Registrable Securities as required by Section 3.1.13; (vi) Financial Industry Regulatory

Authority fees; (vii) fees and disbursements of counsel for Issuer and fees

and expenses for independent

certified public accountants retained by Issuer (including the expenses or costs associated with the delivery of any opinions or comfort

letters pursuant to Section 3.1.11); (viii) the reasonable fees and expenses of any special experts retained by Issuer in connection

with such Registration; and (ix) the reasonable fees and expenses of one legal counsel selected by the Holders of a majority-in-interest

of the Registrable Securities included in such Registration. Issuer shall have no obligation to pay any underwriting discounts or selling

commissions attributable to the Registrable Securities being sold by the Holders thereof, which shall be borne by such Holders.

3.4

Information. The Holders of Registrable Securities included in any Registration Statement shall provide such information

as may reasonably be requested by Issuer, or the managing Underwriter, if any, in connection with the preparation of such Registration

Statement, including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities under the Securities

Act pursuant to Section 2 and in connection with Issuer’s obligation to comply with federal and applicable state securities laws.

Holders selling Registrable Securities in any offering must provide all questionnaires, powers of attorney, custody agreements, stock

powers, and other documentation reasonably requested by Issuer or the managing Underwriter.

INDEMNIFICATION AND CONTRIBUTION.

4.1

Indemnification by Issuer. Issuer shall indemnify and hold harmless each Holder and each Holder’s officers, employees,

affiliates, directors, partners, members, attorneys and agents, and each Person, if any, who controls a Holder (within the meaning of

Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Seller Indemnified Party”), from

and against any expenses, losses, judgments, claims, actions, damages or liabilities (collectively, “Losses”),

whether joint or several, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration

Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary Prospectus, final

Prospectus or summary Prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement,

or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to

make the statements therein not misleading, or any violation by Issuer of the Securities Act or any rule or regulation promulgated thereunder

applicable to Issuer and relating to action or inaction required of Issuer in connection with any such Registration; provided, however,

that (i) the indemnification contained in this Section 4.1 shall not apply to amounts paid in settlement of any such Loss if such

settlement is effected without the consent of Issuer (such consent not to be unreasonably withheld, delayed or conditioned), and (ii)

Issuer will not be liable in any such case to the extent that any such Loss arises out of or is based upon any untrue or alleged untrue

statement or omission or alleged omission made in such Registration Statement, preliminary Prospectus, final Prospectus or summary Prospectus,

or any such amendment or supplement, in reliance upon and in conformity with information furnished to Issuer in writing by such selling

Holder expressly for use therein. Issuer shall also indemnify any Underwriter of the Registrable Securities, their officers, affiliates,

directors, partners, members and agents and each Person who controls such Underwriter on substantially the same basis as that of the indemnification

provided above in this Section 4.1.

4.2

Indemnification by Holders of Registrable Securities. Each Holder selling Registrable Securities will, in the event that

any Registration is being effected under the Securities Act pursuant to this Agreement and includes any Registrable Securities held by

such Holder, indemnify and hold harmless Issuer, each of its directors and officers, and each Underwriter (if any), and each other selling

Holder and each other Person, if any, who controls another selling Holder or such Underwriter within the meaning of the Securities Act,

against any Losses arising out of or based upon any untrue statement or allegedly untrue statement of a material fact contained in any

Registration Statement, Prospectus, or any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission

to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or

omission

was made in reliance upon and

in conformity with information furnished in writing to Issuer by such selling Holder expressly for use therein; provided, however, that

the indemnification contained in this Section 4.2 shall not apply to amounts paid in settlement of any such Loss if such settlement

is effected without the consent of the indemnifying Holder (such consent not to be unreasonably withheld, delayed or conditioned), and

each selling Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of

any net proceeds actually received by such selling Holder in the applicable offering.

4.3

Conduct of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any Loss in respect of which

indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified Party”)

shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify such other Person (the

“Indemnifying Party”) in writing of the Loss; provided, however, that failure by the Indemnified Party to notify

the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified

Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party

is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall

be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to

assume control of the defense thereof with counsel satisfactory to the Indemnified Party if the Indemnifying Party provides notice of

such election to the Indemnified Party within thirty (30) days of the Indemnifying Party’s receipt of notice of such claim. After

notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action,

the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified

Party in connection with the defense thereof, other than reasonable costs of investigation; provided, however, that in any action in which

both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate

counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling Persons who may be subject

to liability arising out of any claim for which indemnity may be sought hereunder, with the fees and expenses of such counsel to be paid

by the Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the

same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without

the prior written consent of the Indemnified Party (which shall not be unreasonably delayed or withheld), consent to entry of judgment

or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been

a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional

release of such Indemnified Party from all liability arising out of such claim or proceeding.

4.4

Contribution.

4.4.1

If the indemnification provided for in Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in

respect of any Loss referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute

to the amount paid or payable by such Indemnified Party as a result of such Loss in such proportion as is appropriate to reflect the relative

fault of the Indemnifying Parties and the Indemnified Parties in connection with the actions or omissions which resulted in such Loss,

as well as any other relevant equitable considerations. The relative fault of any Indemnifying Party and any Indemnified Party shall be

determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged

omission to state a material fact relates to information supplied by such Indemnifying Party or such Indemnified Party and such party’s

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined

by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in

Section 4.4.1.

4.4.3

The amount paid or payable by an Indemnified Party as a result of any Loss referred to above shall be deemed to include any legal

or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding

the provisions of this Section 4.4, no Holder of Registrable Securities shall be required to contribute any amount in excess of

the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such

Holder from the sale of Registrable Securities giving rise to such contribution obligation. Each Holder’s contribution obligation

shall be several and not joint. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

RULE 144; FORMER SHELL COMPANY.

5.1

Rule 144 Reporting. Issuer covenants that it shall file any reports required to be filed by it under the Securities Act

and the Exchange Act and shall take such further action as Holders may reasonably request, all to the extent required from time to time

to enable Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions

provided by Rule 144, as such Rule 144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission;

provided, however, that the parties acknowledge that Rule 144 is currently unavailable for resales of the Registrable Securities by any

holder, including non-affiliates, as a consequence of Issuer’s former shell company status, and shall not become available to any

holder for such purpose until the Rule 144(i)(2) Conditions have been satisfied.

5.2

Former Shell Company Obligations. Issuer shall use its commercially reasonable efforts to satisfy all Rule 144(i)(2) Conditions

as promptly as practicable following the Closing, including by: (i) refraining from taking any action that would result in Issuer being

or becoming a shell company; (ii) maintaining its status as an operating company with substantial revenues and assets; (iii) filing all

Exchange Act reports in a timely manner; and (iv) in the event Issuer has not already done so, filing with the Commission any Form 10

information required to start the one-year seasoning clock under Rule 144(i)(2). Issuer represents that it filed information equivalent

to Form 10 information in its Registration Statement on Form S-1 filed with the Commission in November 2025, and that, subject to satisfaction

of all other Rule 144(i)(2) Conditions, Rule 144 may become available to affiliates of Issuer for resales of Registrable Securities on

or after November 2026.

RESERVED.

MISCELLANEOUS.

7.1

Other Registration Rights. Issuer represents and warrants that, as of the date of this Agreement, no Person other than the

Holders has any right to require Issuer to register any of Issuer’s capital stock for sale or to include Issuer’s capital

stock in any Registration filed by Issuer, except as otherwise disclosed in Issuer’s public filings with the Commission. Issuer

shall not, after the date of this Agreement, enter into any agreement with any holder or prospective holder of any securities of Issuer

which would allow such holder or prospective holder to include such securities in any Registration filed pursuant to this Agreement, unless

(i) such new agreement is approved in writing by the Holders of a majority-in-interest of the then-outstanding Registrable Securities

or (ii) the terms of such new agreement do not provide rights more favorable than those provided to the Holders hereunder.

7.2

Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Issuer hereunder may

not be assigned or delegated by Issuer in whole or in part without the written consent of Holders of a majority-in-interest of the Registrable

Securities held by all Holders. This Agreement and the rights, duties and obligations of the Holders hereunder may be freely assigned

or delegated by any Holder in conjunction with and to the extent of any transfer of Registrable Securities by such Holder that is permitted

under the Purchase Agreement; provided that no assignment by any Holder of its rights, duties and obligations hereunder shall be binding

upon or obligate Issuer unless and until Issuer shall have received (i) written notice of such assignment and (ii) the written agreement

of the assignee, in a form reasonably satisfactory to Issuer, to be bound by the terms and provisions of this Agreement (which may be

accomplished by an addendum or certificate of joinder). This Agreement is not intended to confer any rights or benefits on any Persons

that are not party hereto other than the Seller Indemnified Parties and persons entitled to contribution rights as expressly set forth

in Section 4 and permitted assigns under this Section 7.2.

7.3

Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have

been duly given when delivered (i) in person, (ii) by electronic mail, with affirmative confirmation of receipt, (iii) one (1) business

day after being sent by reputable, nationally recognized overnight courier service, or (iv) three (3) business days after being mailed,

if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses

(or at such other address for a party as shall be specified by like notice):

If to Issuer:

STEWARDS, INC.

4300 N University Drive Lauderhill, FL 33351 Attention:

Shaun Quin

Email: xxxxx@favocapital.com

With a copy (which will not constitute notice) to:

Cozen O’Connor

1650 Market Street, Suite 2800

Philadelphia, PA 19103 Attention: Howard Grossman Email:

xxxxx@cozen.com

If to Guarantor:

Stewards International Funds PCC on Behalf of The

Stewards Private Credit Fund 4300 N University Drive

Lauderhill, FL 33351 Attention: Shaun Quin

Email: xxxx@favocapital.com If to Sellers:

c/o Invesca 3210 Hunter Rd

Weston, FL 33331 Attention: Bernard Hsiao

Email: xxxxx@invesca.com

With a copy (which will not constitute notice) to:

Nelson Mullins Riley &

Scarborough LLP 1905 NW Corporate Boulevard, Suite 310 Boca Raton, FL 33431

Attention: Gary Itskovich

Email: xxxxx@nelsonmullins.com

7.4

Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision

hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu

of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement

a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

7.5

Entire Agreement. This Agreement (together with the Purchase Agreement to the extent incorporated herein, and including

all agreements entered into pursuant hereto or thereto or referenced herein or therein, and all certificates and instruments delivered

pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes

all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral

or written, relating to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights

and obligations of the parties under the Purchase Agreement.

7.6

Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction

of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall

include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural

and vice versa; (ii) “including” means including without limiting the generality of any description preceding or succeeding

such term and shall be deemed in each case to be followed by the words “without limitation”;

(iii) the words “herein,”

“hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement

as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or.”

The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question

of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption

or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

7.7

Amendments; Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived

(either generally or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent of

Issuer and the Holders of a majority-in-interest of the then-outstanding Registrable Securities; provided, that any amendment or waiver

which affects a Holder in a manner materially and adversely disproportionate to other Holders will also require the consent of such Holder.

No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. Notwithstanding the foregoing, any

amendment or waiver of any provision of Section 6 of this Agreement shall require the prior written consent of Issuer, Guarantor,

and each Seller individually

7.8

Remedies Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed

under this Agreement, the other parties may proceed to protect and enforce their rights by suit in equity or action at law, whether for

specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the

exercise of any power

granted in this Agreement or

to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None

of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall

be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at

law, in equity, by statute or otherwise.

7.9

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with

the laws of the State of Florida, without regard to principles thereof relating to conflicts of laws. Each of the parties hereby irrevocably

and unconditionally submits to the exclusive jurisdiction of the courts of the State of Florida and the federal courts of the United States

of America located in the State of Florida for the resolution of any dispute, controversy or claim arising out of or in connection with

this Agreement. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY

JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY.

7.10

Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all

of which taken together shall constitute one and the same instrument. Copies of executed counterparts of this Agreement transmitted by

electronic transmission (including by email or in .pdf format) or facsimile as well as electronically or digitally executed counterparts

(such as DocuSign) shall have the same legal effect as original signatures and shall be considered original executed counterparts of this

Agreement.

7.11

Termination. This Agreement shall become effective upon the Closing (as defined in the Purchase Agreement). In the event

that the Purchase Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically

terminate and become null and void and be of no further force or effect, and the parties shall have no obligations hereunder. Following

the Closing, this Agreement shall terminate automatically upon the date on which there are no Registrable Securities outstanding.

7.12

Further Assurances. Each party shall execute and deliver such additional documents, instruments, conveyances and assurances

and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions

contemplated hereby.

[Remainder of page intentionally

left blank; signature pages follow]

[SIGNATURE PAGE TO REGISTRATION

RIGHTS AGREEMENT]

IN WITNESS WHEREOF, the parties

have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.

ISSUER:

STEWARDS, INC., a

Nevada corporation (OTC: SWRD)

By: /s/ Shaun Quin

Name: Shaun Quin

Title: Authorized Signatory

GUARANTOR:

STEWARDS INTERNATIONAL FUNDS PCC ON

BEHALF OF THE STEWARDS PRIVATE CREDIT

FUND, a Mauritius Protected Cell Company

By: /s/ Shaun Quin

Name:

Shaun Quin

Title: Authorized Signatory

SELLERS:

ENVY DEVELOPMENT PB, LLC

By: /s/ Bernard Hsiao

Name: Bernard Hsiao

Title: Manager

THE MYELIN GROUP, LLC

By:

/s/ Michael Hsiao

Name:

Michael Hsiao

Title: Manager

Exhibit A

Escrowed

Shares Allocation:

Seller

Escrowed Shares Allocation

Envy Development PB, LLC

96.67%

The Myelin Group, LLC

3.33%

EX-4.2 — AMENDED AND RESTATED RENEWAL PROMISSORY NOTE, DATED SEPTEMBER 23, 2026

EX-4.2

Filename: ex4_2.htm · Sequence: 4

THIS INSTRUMENT EVIDENCES

A RENEWAL, AMENDMENT AND RESTATEMENT OF AN EXISTING OBLIGATION WITH NO NEW OBLIGOR. FLORIDA DOCUMENTARY STAMP TAX ON THE INDEBTENESS

EVIDENCED BY THE PRIOR NOTE OBLIGATIONS RENEWED BY THIS INSTRUMENT WERE PAID AND AFFIXED TO (I) THAT CERTAIN AMENDED AND RESTATED REAL

ESTATE MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT RECORDED ON AUGUST 16, 2024 AS INSTRUMENT NUMBER 119780564 IN

THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA (THE “PUBLIC RECORDS”), (II) THAT CERTAIN NOTICE OF FUTURE ADVANCE AND AMENDED

AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING RECORDED ON MARCH 29, 2022 AS INSTRUMENT

#118039413 IN THE PUBLIC RECORDS, AND (III) THAT CERTAIN MORTGAGE AND SECURITY AGREEMENT RECORDED ON NOVEMBER 12, 2020 AS INSTRUMENT

NUMBER 116856370 IN THE PUBLIC RECORDS. ADDITIONAL FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $10,999.10 BASED UPON THE FUTURE ADVANCE

DESCRIBED HEREIN IN THE AMOUNT OF $3,142,564.07 ARE BEING PAID AND AFFIXED TO THE MORTGAGE

INSTRUMENT SECURING THIS NOTE UPON RECORDATION THEREOF, PURSUANT TO SECTION 201.09, FLORIDA STATUTES AND RULE 12B-4.052(10)(B) OF THE

FLORIDA ADMINISTRATIVE CODE.

AMENDED AND RESTATED RENEWAL PROMISSORY

NOTE

$47,700,000.00

New

York, New York

September 23, 2026

FOR VALUE RECEIVED, ENVY DEVELOPMENT DE, LLC,

a Delaware limited

liability company, as maker,

having its principal place of business at 4300 North University Drive, Suite D105, Lauderhill, Florida 33351

(“Maker”), hereby unconditionally promises to pay to the order of LOANCORE CAPITAL CREDIT REIT LLC,

a Delaware limited liability company, as lender, having an address at c/o LoanCore Capital, 55 Railroad Avenue, Suite 100,

Greenwich, Connecticut 06830 (together with its successors and/or assigns, “Lender”), or at such other

place as the holder hereof may from time to time designate in writing, the principal sum of FORTY-SEVEN MILLION SEVEN HUNDRED

THOUSAND AND NO/100 DOLLARS ($47,700,000.00), or so much thereof as is advanced pursuant

to that certain Loan Agreement dated the date hereof between Maker, Envy Recreational LLC, a Delaware limited liability company, and

Lender (as the same may be amended, modified, supplemented, replaced or otherwise modified from time to time, the “Loan

Agreement”), in lawful money of the United States of America, with interest thereon to be computed from the date of

this Amended and Restated Promissory Note (this “Note”) at the Interest Rate (as defined in the Loan

Agreement), and to be paid in accordance with the terms of this Note and the Loan Agreement. All capitalized terms not defined

herein shall have the respective meanings set forth in the Loan Agreement.

This Note

amends and restates (and renews and replaces in its entirety) the provisions of that certain Amended and Restated Promissory Note dated

August 29, 2024, in the original principal amount of $55,219,985.00, executed by Maker in favor of FC Envy, LLC, attached hereto as Exhibit

A (as amended and assigned, the “Existing Note”) together with all allonges thereto, on which Existing

Note the outstanding principal balance as of the date hereof is $44,557,435.93, without constituting a novation, satisfaction, cancellation

or extinguishment of the Existing Note, but that henceforth the indebtedness represented thereby and the obligations thereof shall be

paid in accordance with the terms and conditions of this Note, and not in accordance with the terms and conditions of the Existing Note.

This Note evidences such indebtedness, together with an additional indebtedness in the maximum principal sum of $3,142,564.07, for a total

aggregate indebtedness in the maximum principal amount of $47,700,000.00.

ARTICLE 1: PAYMENT TERMS

Maker agrees

to pay the principal sum of this Note and interest on the unpaid principal sum of this Note and all other amounts due under this Note,

the Loan Agreement and the other Loan Documents from time to time outstanding, at the rates and at the times specified in the Loan Agreement,

and the outstanding balance of the principal sum of this Note and all accrued and unpaid interest thereon and all other amounts due under

this Note, the Loan Agreement and the other Loan Documents shall be due and payable on the Maturity Date.

ARTICLE 2: DEFAULT AND ACCELERATION

Upon the occurrence

and during the continuance of an Event of Default (other than an Event of Default described in paragraph (f) or (g) of Section 8.1 of

the Loan Agreement) and at any time and from time to time thereafter, in addition to any other rights or remedies available to it pursuant

to the Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect

and enforce its rights against Maker and in and to the Property; including declaring the Debt to be immediately due and payable (including

unpaid interest, Default Rate interest, Late Payment Charges, Spread Maintenance Premium, Exit Fees and any other amounts owing by Maker),

without notice or demand; and upon the occurrence and during the continuance of any Event of Default described in paragraph (f) or (g)

of Section 8.1 of the Loan Agreement, the Debt (including unpaid interest, Default Rate interest, Late Payment Charges, Spread Maintenance

Premium, Exit Fees and any other amounts owing by Maker) shall immediately and automatically become due and payable, without notice or

demand, and Maker hereby expressly waives any such notice or demand, anything contained in any Loan Document to the contrary notwithstanding.

ARTICLE 3: LOAN DOCUMENTS

This Note

is secured by the Mortgages and the other Loan Documents. All of the terms, covenants and conditions contained in the Loan Agreement,

the Mortgages and the other Loan Documents are hereby made part of this Note to the same extent and with the same force as if they were

fully set forth herein. In the event of a conflict or inconsistency between the terms of this Note and the Loan Agreement, the terms and

provisions of the Loan Agreement shall govern.

ARTICLE 4: SAVINGS CLAUSE

Notwithstanding

anything to the contrary contained herein, (a) all agreements and communications between Maker and Lender are hereby and shall automatically

be limited so that, after taking into account all amounts deemed to constitute interest, the interest contracted for, charged or received

by Lender shall never exceed the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for,

taken, reserved, charged or received on the indebtedness evidenced by this Note and as provided for herein or the other Loan Documents,

under the laws of such State or States whose laws are held by any court of competent jurisdiction to govern the interest rate provisions

of the Loan (the “Maximum Legal Rate”), (b) in calculating whether any interest exceeds the Maximum Legal Rate,

all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness of Maker

to Lender, and (c) if through any contingency or event, Lender receives or is deemed to receive interest in excess of the Maximum Legal

Rate, any such excess shall be deemed to have been applied toward the payment of the principal of any and all then outstanding indebtedness

of Maker to Lender, or if there is no such indebtedness, shall immediately be returned to Maker.

ARTICLE 5: NO ORAL CHANGE

This Note

may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of

Maker or Lender, but only by an agreement in writing signed by the party(ies) against whom enforcement of any modification, amendment,

waiver, extension, change, discharge or termination is sought.

ARTICLE 6: WAIVERS

To the extent

permitted by applicable law, Maker and all others who may become liable for the payment of all or any part of the Debt do hereby jointly

and severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration,

protest and notice of protest and non-payment and all other notices of any kind. No release of any security for the Debt or extension

of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the

Loan Agreement or the other Loan Documents made by agreement between Lender and any other Person shall release, modify, amend, waive,

extend, change, discharge, terminate or affect the liability of Maker or any other Person who may become liable for the payment of all

or any part of the Debt under this Note, the Loan Agreement or the other Loan Documents. No notice to or demand on Maker shall be deemed

to be a waiver of the obligation of Maker or of the right of Lender to take further action without further notice or demand as provided

for in this Note, the Loan Agreement or the other Loan Documents. If Maker is a partnership or limited liability company, the agreements

herein contained shall remain in force and be applicable, notwithstanding any changes in the individuals or entities comprising the partnership

or limited liability company, and the term “Maker,” as used herein, shall include any alternate or successor partnership or

limited liability company, but any predecessor partnership or limited liability company and its partners or members shall not thereby

be released from any liability. If Maker is a corporation, the agreements contained herein shall remain in full force and be applicable,

notwithstanding any changes in the shareholders comprising, or the officers and directors relating to, the corporation, and the term “Maker,”

as used herein, shall include any alternative or successor corporation, but any predecessor corporation shall not be relieved of liability

hereunder. Nothing in the foregoing two

sentences shall be construed

as a consent to, or a waiver of, any prohibition or restriction on transfers of interests in such partnership, limited liability company

or corporation which may be set forth in the Loan Agreement, the Mortgages or any other Loan Document.

ARTICLE 7: INTENTIONALLY

OMITTED ARTICLE 8: TRANSFER

Upon the transfer

of this Note by Lender, Maker hereby waiving notice of any such transfer, except as expressly required under the Loan Agreement, Lender

may deliver all the collateral mortgaged, granted, pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee

who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender

shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter; but Lender shall retain

all rights hereby given to it with respect to any liabilities and the collateral not so transferred.

ARTICLE 9: EXCULPATION

The provisions

of Section 10.1 of the Loan Agreement are hereby incorporated by reference into this Note to the same extent and with the same force as

if fully set forth herein.

ARTICLE 10: GOVERNING LAW; JURISDICTION;

SERVICE OF PROCESS

(a)

THIS NOTE WAS NEGOTIATED IN THE STATE OF NEW YORK AND THE PROCEEDS OF THIS NOTE DELIVERED PURSUANT

HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE

UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE AND

THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE

TO CONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS

FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING

TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH

STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY AND THE ENFORCEABILITY OF ALL LOAN DOCUMENTS AND THE DEBT. TO THE FULLEST

EXTENT PERMITTED BY LAW, MAKER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION

GOVERNS THIS NOTE, AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO §

5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b)

ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR MAKER ARISING OUT OF OR RELATING TO THIS NOTE

MAY AT LENDER’S

OPTION BE INSTITUTED IN ANY

FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,

AND MAKER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION

OR PROCEEDING, AND MAKER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.

MAKER DOES HEREBY DESIGNATE AND APPOINT:

COZEN O’CONNOR

ATTENTION: WILLIAM F. DAVIS, ESQ. 3 WTC

175 GREENWICH STREET,

55TH FLOOR NEW YORK, NEW YORK 10007

AS ITS AUTHORIZED AGENT TO ACCEPT

AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL

OR STATE COURT IN NEW YORK, NEW YORK, AND MAKER AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID

SERVICE MAILED OR DELIVERED TO MAKER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON

MAKER IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. MAKER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS

OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN

NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III)

SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT

LEAVING A SUCCESSOR. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR

TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST MAKER IN ANY OTHER JURISDICTION.

ARTICLE 11: WAIVER OF JURY TRIAL

MAKER (AND

LENDER BY ACCEPTANCE HEREOF) HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND FOREVER WAIVES ANY

RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST, WITH REGARD TO THIS NOTE, THE MORTGAGES OR

THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY

JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY MAKER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH

THE RIGHT TO A TRIAL BY JURY

WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS

WAIVER BY MAKER.

ARTICLE 12: SUCCESSORS AND ASSIGNS

This Note

shall be binding upon, and shall inure to the benefit of, Maker and Lender and their respective successors and permitted assigns. Lender

shall have the right to assign or transfer its rights under this Note in connection with any assignment of the Loan and the Loan Documents

in each case subject to the provisions of the Loan Agreement. Any assignee or transferee of Lender shall be entitled to all the benefits

afforded to Lender under this Note. Maker shall not have the right to assign or transfer its rights or obligations under this Note without

the prior written consent of Lender, as provided in the Loan Agreement, and any attempted assignment without such consent shall be null

and void.

ARTICLE 13: NOTICES

All notices or other written communications

hereunder shall be delivered in accordance with Section 6.1 of the Loan Agreement.

[Remainder of Page Intentionally Left Blank; Signature Page

Follows]

IN WITNESS WHEREOF, Maker

has duly executed this Note as of the day and year first above written.

MAKER:

ENVY DEVELOPMENT DE, LLC,

a Delaware limited

liability company

By: /s/ Shaun Quin

Name:

Shaun Quin

Title: Authorized

Signatory

EX-4.3 — PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $2,000,000, EFFECTIVE AS OF SEPTEMBER 17, 2026

EX-4.3

Filename: ex4_3.htm · Sequence: 5

PROMISSORY NOTE

$2,000,000.00

Lauderhill, Florida

Effective Date: September 17, 2026

FOR VALUE RECEIVED, the

undersigned, Stewards, Inc., a Nevada corporation (the “Maker” or “Borrower”), promises to pay to the order of

Envy Development PB, LLC, a Florida limited liability company (the “Lender” or “Envy”), the principal sum of Two

Million Dollars and No/100 ($2,000,000.00), together with interest on the unpaid principal balance as provided herein, in accordance with

the following provisions.

This Note evidences a loan in

the principal amount of Two Million Dollars ($2,000,000.00) (the “Loan”) advanced by Lender to Maker. Interest accrues on

the outstanding principal at the per diem rate set forth in Section 1. The entire outstanding principal balance, together with all accrued

and unpaid interest, is due and payable in full on the Maturity Date.

Definitions

As used in this Note, the following terms shall have the following

meanings:

“Business Day”: Any day other than a Saturday, Sunday, or any other day on which national

banks in Broward County, Florida, are not open for business.

“Default Rate”: The maximum rate permitted by Florida law (Chapter 687, Florida Statutes).

“Event of Default”: As defined in Section 6 below.

“Interest Rate”: One Thousand Three Hundred Thirty-Three and 33/100 Dollars ($1,333.33)

per day, accruing on the outstanding principal balance from the Effective Date until the principal is repaid in full.

“Loan Documents”: This Note and any other documents executed in connection herewith.

“Maturity Date”: October 5, 2026.

“Maximum Rate”: The maximum non-usurious interest rate permitted under Chapter 687,

Florida Statutes.

Loan Funding

Lender has advanced, or concurrently with the execution

of this Note is advancing, the principal sum of

$2,000,000.00 to Maker

(the “Loan”). This Note evidences Maker’s obligation to repay the Loan, together with all accrued and unpaid interest,

in accordance with its terms.

Payment Terms

(a)

Interest Payments: Interest shall accrue on the outstanding principal at the Interest Rate of $1,333.33

per day. No periodic interest payments shall be required prior to the Maturity Date. All accrued and unpaid interest shall be due and

payable on the Maturity Date.

(b)

Principal and Final Payment: The entire outstanding principal balance of $2,000,000.00, together

with all accrued and unpaid interest, shall be due and payable in full on the Maturity Date.

(c)

Application of Payments: All payments shall be applied first to late fees or other charges, then

to accrued interest, and then to principal.

(d)

Prepayment: Maker may prepay the principal in whole or in part at any time without premium or penalty.

Prepayments shall be applied to the outstanding principal.

(e)

Late Charges: If any payment is not made within ten (10) days of its due date, Maker shall pay

a late charge of five percent (5%) of the overdue amount.

Governing Law and Jurisdiction

This Note shall be governed

by and construed in accordance with the laws of the State of Florida, without regard to conflict of laws principles. Maker irrevocably

consents to the exclusive jurisdiction and venue of the state and federal courts located in Broward County, Florida, for any action arising

out of or relating to this Note. Maker waives any objection to such venue or jurisdiction, including forum non conveniens.

Usury Savings Clause

Notwithstanding any provision

herein, Lender shall not be entitled to receive, collect, or apply as interest any amount in excess of the Maximum Rate. If Lender receives

interest in excess of the Maximum Rate, such excess shall be applied to reduce the principal balance, or if the principal is paid in full,

refunded to Maker. In determining compliance with the Maximum Rate, the parties shall, to the extent permitted by law: (i) characterize

non-principal payments (except those expressly designated as interest) as expenses, fees, or premiums; (ii) exclude voluntary prepayments

and their effects; and (iii) amortize interest over the entire term of the Note.

Events of Default

An Event of Default shall occur upon any

of the following:

(a)

Maker fails to make any payment of principal, interest, or other amounts when due, and such failure

continues for ten (10) days after written notice from Lender.

(b)

Maker breaches any covenant or representation in this Note and such breach remains uncured for

thirty

(30) days after written notice from Lender.

(c)

Maker becomes insolvent, files for bankruptcy, or has a bankruptcy petition filed against it that

is not dismissed within sixty (60) days.

(d)

Any material adverse change occurs in the financial condition or operations of Maker that, in Lender’s

reasonable discretion, impairs its ability to perform under this Note.

Remedies

Upon an Event of Default, Lender may,

at its sole discretion:

(a)

Accelerate and declare immediately due and payable the entire outstanding principal, accrued interest,

and all other amounts due under this Note.

(b)

Increase the interest rate on the unpaid principal to the Default Rate, effective from the date

of default until paid in full, subject to the Maximum Rate.

(c)

Pursue all rights and remedies available at law or in equity, including recovery of all costs of

enforcement, including reasonable attorneys’

fees, paralegal fees, and court costs (excluding in-house counsel costs). Lender’s remedies are cumulative.

Waivers

Maker waives:

(a)

presentment, demand, protest, notice of demand, notice of intent to accelerate, notice of acceleration,

notice of nonpayment, notice of dishonor, and all other notices except as expressly required herein;

(b)

any defense based on any delay, extension, renewal, modification, waiver, release, or indulgence

by Lender; and

(c)

to the fullest extent permitted by Florida law, any right to a trial by jury in any action arising

out of or relating to this Note. This jury trial waiver is a material inducement for Lender to advance the funds.9. Notices

All notices shall be in writing and delivered personally,

by certified mail (return receipt requested), or by a nationally recognized overnight courier to the addresses below, or as otherwise

designated in writing:

To Maker: Stewards, Inc., 4300 N. University Drive, Suite D-105, Lauderhill, Florida 33351, Attn:

Shaun Quin, President.

To Lender: Envy Development PB, LLC, c/o Bernard Hsiao and Michael Hsiao, bh@invesca.com and mh@invesca.com

(or such other address as Lender may designate). Notices are deemed given upon receipt or, if mailed, three (3) Business Days after mailing.

Miscellaneous

(a)

Time of Essence: Time is of the essence for all obligations under this Note.

(b)

Severability: If any provision is found invalid or unenforceable, the remaining provisions shall

remain in full force and effect.

(c)

Amendments: No amendment or waiver of any provision shall be effective unless in writing and signed

by Lender.

(d)

Binding Effect: This Note is binding on Maker and its successors and assigns and inures to the

benefit of Lender and its successors and assigns.

(e)

No Guaranty: No personal guarantors are required under this Note.

IN WITNESS WHEREOF, Maker has executed this Note

as of the Effective Date. Maker:

Stewards, Inc.,

a Nevada corporation

By: /s/ Shaun Quin

Name: Shaun Quin

Title: President

Lender Acknowledgment (for execution by

Envy Development PB, LLC):

Envy Development PB, LLC,

a Florida limited liability company

By: /s/ Bernard Hsiao

Name: Bernard Hsiao

Title: Authorized Representative

EX-10.1 — LOAN AGREEMENT, DATED AS OF SEPTEMBER 23, 2026

EX-10.1

Filename: ex10_1.htm · Sequence: 6

LOAN AGREEMENT

Dated

as of September 23, 2026

By and Among

Borrowers

(as defined herein)

and

LOANCORE CAPITAL

CREDIT REIT LLC,

as Lender

TABLE OF

CONTENTS

Page

DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1

1.1

Specific Definitions 1

1.2

Index of Other Definitions 25

1.3

Principles of Construction 28

GENERAL LOAN TERMS 28

2.1

The Loan 28

2.2

Interest; Monthly Payments. 29

2.2.1

Generally 29

2.2.2

Default Rate 29

2.2.3

Effect of a Benchmark Transition Event 29

2.2.4

Taxes. 31

2.2.5

Change in Law; Additional Costs 32

2.2.6

Breakage Indemnity 33

2.2.7

New Payment Date 34

2.3

Loan Repayment. 34

2.3.1

Repayment 34

2.3.2

Mandatory Prepayments 34

2.3.3

Optional Prepayments 35

2.3.4

Prepayments; Generally 35

2.4

Release of Properties on Payment in Full 35

2.5

Payments and Computations. 36

2.5.1

Making of Payments 36

2.5.2

Computations 36

2.5.3

Late Payment Charge 36

2.6

Interest Rate Protection Agreements. 36

2.6.1

Interest Rate Protection Agreement 36

2.6.2

Execution of Documents 38

2.6.3

No Obligation of Lender 38

2.6.4

Receipts from Interest Rate Protection Agreements 38

2.6.5

Failure to Provide Interest Rate Protection Agreement 38

2.6.6

Benchmark Replacement; Substitute IRPA. 38

2.7

Fees; Spread Maintenance Premium. 40

2.7.1

Administrative Fee 40

2.7.2

Origination Fee 40

2.7.3

Exit Fee 40

2.7.4

Spread Maintenance Premium 40

2.8

Extension Options 40

CASH MANAGEMENT AND RESERVES 41

3.1

Cash Management Arrangements 41

3.2

Required Repairs. 42

3.2.1

Completion of Required Repairs 42

3.2.2

Required Repairs Reserve 43

3.3

Real Estate Taxes 43

3.4

Insurance 44

3.5

Capital Expense Reserve 44

3.6

Rollover Reserve 45

3.7

Security Upgrade Reserve 45

3.8

Casualty/Condemnation Subaccount 46

3.9

Security Deposits 46

3.10

Cash Collateral Subaccount 46

3.11

Shortfall Reserve. 47

3.12

Intentionally Omitted 48

3.13

Intentionally Omitted. 48

3.14

Grant of Security Interest; Application of Funds 48

3.15

Property Cash Flow Allocation. 49

REPRESENTATIONS AND WARRANTIES 50

4.1

Organization; Special Purpose. 50

4.2

Proceedings; Enforceability 50

4.3

No Conflicts 50

4.4

Litigation 51

4.5

Agreements 51

4.6

Title 51

4.7

No Bankruptcy Filing 52

4.8

Full and Accurate Disclosure 52

4.9

Tax Filings 53

4.10

ERISA; No Plan Assets 53

4.11

Compliance 54

4.12

Major Contracts 54

4.13

Federal Reserve Regulations; Investment Company Act; Bank

Holding Company 55

4.14

Easements; Utilities and Public Access 55

4.15

Physical Condition/FEMA 55

4.16

Leases 55

4.17

Fraudulent Transfer 56

4.18

Ownership of Borrower 57

4.19

Purchase Options 57

4.20

Management Agreement 57

4.21

Hazardous Substances 57

4.22

Name; Principal Place of Business 58

4.23

Other Debt 58

4.24

Assignment of Leases and Rents 58

4.25

Insurance 58

4.26

FIRPTA 58

4.27

Fiscal Year 58

4.28

Intellectual Property/Websites 58

4.29

Operations Agreements 58

4.30

Illegal Activity 58

4.31

Intentionally Omitted. 59

4.32

Intentionally Omitted 59

4.33

Intentionally Omitted 59

4.34

Pledged Collateral 59

4.35

No Contractual Obligations 60

COVENANTS 60

5.1

Existence 60

5.2

Property Taxes and Other Charges 60

5.3

Access to Properties 61

5.4

Repairs; Maintenance and Compliance; Alterations. 61

5.4.1

Repairs; Maintenance and Compliance 61

5.4.2

Alterations 62

5.5

Performance of Other Agreements 63

5.6

Cooperate in Legal Proceedings 63

5.7

Further Assurances 63

5.8

Environmental Matters. 63

5.8.1

Hazardous Substances 63

5.8.2

Environmental Monitoring. 64

5.8.3

O & M Program 65

5.9

Title to the Properties 66

5.10

Leases. 66

5.10.1

Generally 66

5.10.2

Material Leases 66

5.10.3

Minor Leases 66

5.10.4

Temporary Apartment Rentals 67

5.10.5

Additional Covenants with Respect to Leases 67

5.11

Estoppel Statement 67

5.12

Property Management. 68

5.12.1

Management Agreement 68

5.12.2

Termination of Manager 68

5.12.3

Replacement of Manager with Crown Residential 69

5.13

Special Purpose Bankruptcy Remote Entity 69

5.14

Assumption in Non-Consolidation Opinion 69

5.15

Change in Business or Operation of Properties 69

5.16

Debt Cancellation 70

5.17

Affiliate Transactions 70

5.18

Zoning 70

5.19

No Joint Assessment 70

5.20

Principal Place of Business 70

5.21

Change of Name, Identity or Structure 70

5.22

Indebtedness 71

5.23

Licenses; Intellectual Property; Website. 71

5.23.1

Licenses 71

5.23.2

Intellectual Property 71

5.23.3

Website 71

5.24

Compliance with Restrictive Covenants 71

5.25

ERISA. 71

5.26

Prohibited Transfers 72

5.27

Liens 72

5.28

Dissolution 73

5.29

Expenses. 73

5.30

Indemnity 74

5.31

Patriot Act Compliance 76

5.32

Approval of Major Contracts 76

5.33

Litigation 77

5.34

Limitation on Securities Issuances 77

NOTICES AND REPORTING 77

6.1

Notices 77

6.2

Borrower Notices and Deliveries 78

6.3

Financial Reporting. 79

6.3.1

Bookkeeping 79

6.3.2

Annual Reports 79

6.3.3

Monthly/Quarterly Reports 80

6.3.4

Compliance Certificates 80

6.3.5

Other Reports 81

6.3.6

Annual Budget. 81

6.3.7

Additional Operating Expenses. 82

6.3.8

Intentionally Omitted 82

6.3.9

Breach 82

INSURANCE; CASUALTY; AND CONDEMNATION 82

7.1

Insurance. 83

7.1.1

Coverage 83

7.1.2

Policies 85

7.2

Casualty. 86

7.2.1

Notice; Restoration 87

7.2.2

Settlement of Proceeds 87

7.3

Condemnation. 87

7.3.1

Notice; Restoration 87

7.3.2

Collection of Award 88

7.4

Application of Proceeds or Award. 88

7.4.1

Application to Restoration 88

7.4.2

Application to Debt. 89

7.4.3

Procedure for Application to Restoration 90

7.5

Application of Business Interruption Insurance and/or Rent Loss Policies 90

DEFAULTS 91

8.1

Events of Default 91

8.2

Remedies. 92

8.2.1

Acceleration 92

8.2.2

Remedies Cumulative 93

8.2.3

Severance 93

8.2.4

Delay 94

8.2.5

Lender’s Right to Perform 94

SECONDARY MARKET PROVISIONS 94

9.1

Sale of Note and Secondary Market Transaction. 94

9.1.1

General; Borrower Cooperation 95

9.1.2

Use of Information 96

9.1.3

Borrowers Obligations Regarding Disclosure Documents 96

9.1.4

Borrower Indemnity Regarding Filings 97

9.1.5

Indemnification Procedure 97

9.1.6

Contribution 97

9.1.7

Survival 98

9.2

Severance of Loan 98

10.

MISCELLANEOUS 98

10.1

Exculpation 98

10.2

Brokers and Financial Advisors. 102

10.3

Retention of Servicer. 102

10.4

Survival; Successors and Assigns 103

10.5

Lender’s Discretion; Rating Agency Review Waiver. 103

10.6

Governing Law. 104

10.7

Modification, Waiver in Writing 105

10.8

Trial by Jury 106

10.9

Headings/Schedules 106

10.10

Severability 106

10.11

Preferences 106

10.12

Waiver of Notice 106

10.13

Remedies of Borrower 107

10.14

Prior Agreements 107

10.15

Offsets, Counterclaims and Defenses 107

10.16

Publicity 107

10.17

No Usury 107

10.18

Conflict; Construction of Documents; Reliance 108

10.19

No Joint Venture or Partnership; No Third Party Beneficiaries. 108

10.20

Spread Maintenance Premium 109

10.21

Assignments and Participations 109

10.22

Intentionally Omitted 110

10.23

Waiver of Marshalling of Assets 110

10.24

Joint and Several Liability 110

10.25

Creation of Security Interest 110

10.26

Cross Default; Cross Collateralization 110

10.27

Contribution Among Borrowers 110

10.28

Certain Additional Rights of Lender 111

10.29

Set-Off 111

10.30

Intentionally Omitted 112

10.31

Counterparts 112

10.32

Negation of Implied Right to Cure Events of Default 112

10.33

Acknowledgement and Consent to Bail-In of Affected Financial

Institutions. 112

10.34

Registered Obligations. 114

10.35

Waiver Respecting Benchmark and Benchmark Replacement 115

Schedules and Exhibits

Schedules:

Schedule 1 Location

of Properties Schedule 2 Required Repairs

Schedule 3 Exceptions

to Representations and Warranties Schedule 4 Organization of Borrower

Schedule 5 Definition

of Special Purpose Bankruptcy Remote Entity Schedule 6 Allocated Loan Amounts

Schedule 7 Rent

Roll

Schedule 8 Intellectual

Property/Websites Schedule 9 REA

Schedule 10 Approved

Operating Budget Schedule 11 Schedule of Up-Front Reserves Schedule 12-1 Annual Reports Officer’s Certificate

Schedule 12-2

Monthly/Quarterly Reports Officer’s Certificate Schedule 12-3 Compliance Certificate

Schedule 13 Crown

Residential Lease

Exhibits:

Exhibit A Form

of Tenant Direction Letter

LOAN AGREEMENT

dated as of September 23, 2026 (as the same may be modified, supplemented, amended or otherwise changed, this “Agreement”)

by and among ENVY RECREATIONAL LLC, a Delaware limited liability company (“Envy Recreational”), and ENVY

DEVELOPMENT DE, LLC, a Delaware limited liability company (“Envy Development”; Envy Recreational and Envy

Development are each a “Borrower” and collectively together with their respective permitted successors and assigns,

“Borrowers”), and LOANCORE CAPITAL CREDIT REIT LLC, a Delaware limited liability company (together with

its successors and assigns, “Lender”).

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

1.1

Specific Definitions.

The following terms have the meanings set forth below: “Acceptable Counterparty” shall mean a bank or other

financial institution which

has: (i) a long-term

unsecured debt rating of “A-” or higher by S&P; and (ii) a long-term unsecured debt rating of not less than “A3”

by Moody’s; provided however, that SMBC Capital Markets, Inc. (with an Acceptable SMBC Credit Support Party as its

credit support party) will be an Acceptable Counterparty so long as the rating of its credit support party (provided such credit support

party shall be an Acceptable SMBC Credit Support Party) is not downgraded, withdrawn or qualified by S&P or Moody’s from the

long and short term ratings issued by such rating agencies below the lesser of the above rating (as applicable) or its ratings as of the

date hereof. As used herein, an “Acceptable SMBC Credit Support Party” shall mean (a) Sumitomo Mitsui Banking

Corporation or a replacement guarantor that meets the foregoing rating requirements and provides a guaranty on substantially the same

form as the guaranty provided by Sumitomo Mitsui Banking Corporation on the date hereof and (b) provided any such credit support party

guaranty guaranties all current and future obligations under the Interest Rate Protection Agreement.

“ADA”

shall mean the Americans with Disabilities Act of July 26, 1990, Pub. L. No. 101-336, 104 Stat. 327, 42 U.S.C. § 12101, et. seq.,

as amended from time to time.

“Administrative

Fee” shall mean an administrative fee payable to (x) LCC, if Lender is an Affiliate of LCC or a securitization vehicle managed

by LCC or an Affiliate of LCC, or (y) Lender, if Lender is not an Affiliate of LCC or a securitization vehicle managed by LCC or an Affiliate

of LCC, each month during the Term in an amount equal to $1,000 per month.

“Affiliate”

shall mean, as to any Person (for purposes of this definition, the “Subject Person”), any

other Person: (i) which, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control

with, the Subject Person; (ii) which, directly or indirectly, beneficially owns or holds twenty percent (20%) or more of any class of

stock or any other ownership interest in the Subject Person; (iii) twenty percent (20%) or more of the direct or indirect ownership of

which is beneficially owned or held by the Subject Person; (iv) which is a member of the family (as defined in Section 267(c)(4) of the

Code) of the Subject Person or which is a trust or estate, the beneficial owners of which are members of the family (as defined in Section

267(c)(4) of the Code) of the Subject Person; or (v) which, directly or indirectly, is a general partner, controlling shareholder, managing

member or director of the Subject Person.

“Allocated

Loan Amount” shall mean with respect to the Property owned by each Borrower, the amount set forth with respect to such Property

on Schedule 6 hereto.

“Approved

Capital Expenses” shall mean out-of-pocket Capital Expenses incurred by a Borrower and payable to third parties that are

not Affiliates of any Borrower Party, which Capital Expenses shall either be (i) included in the Approved Capital Expenses Budget for

the Property owned by such Borrower for the current calendar month or (ii) reasonably approved by Lender.

“Approved

Leasing Expenses” shall mean the actual out-of-pocket expenses incurred by a Borrower and payable to third parties that

are not Affiliates of any Borrower Party in leasing the approximately 5,575 rentable square feet of ground floor commercial space at the

Property owned by Envy Development pursuant to Leases entered into in accordance with the Loan Documents, including brokerage commissions

and tenant improvement costs and allowances, which expenses (i) are (a) approved by Lender in connection with approving the applicable

Lease, (b) incurred in the ordinary course of business and on market terms and conditions in connection with Leases which do not require

Lender’s approval under the Loan Documents, and Lender shall have received (and approved, if applicable) a budget for such tenant

improvement costs and a schedule of leasing commission payments payable in connection therewith, or (c) otherwise approved by Lender,

which approval shall not be unreasonably withheld or delayed, and (ii) are substantiated by executed documents and contracts evidencing

the same, including Lease documents and brokerage agreements

“Approved

Operating Expenses” shall mean during a Cash Management Period, operating expenses incurred by a Borrower that are (i) included

in the Approved Operating Budget for the Property owned by such Borrower for the current calendar month, (ii) for Real Estate Taxes, Insurance

Premiums, electric, gas, oil, water, sewer or other utility service to such Property, (iii) Emergency Expenditures or (iv) reasonably

approved by Lender.

“Approved

Security Upgrade Expenses” shall mean out-of-pocket costs and expenses incurred by a Borrower that are (i) for security

enhancements at the Properties including, without limitation, the installation and maintenance of a controlled entry system (e.g.,

an electronic intercom system or key fob system), the installation and implementation of vehicle license plate readers and the installation

of security cameras at access points throughout the Property or (ii) for other security enhancement purposes as reasonably approved by

Lender.

“Benchmark”

shall mean, with respect to any Interest Period, initially, Term SOFR; provided that if a Benchmark Transition Event and its related Benchmark

Replacement Date, have occurred with respect to Term SOFR or to the then current Benchmark, then “Benchmark”

shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior Benchmark pursuant

to Section 2.2.3 hereof (provided, however, that during any applicable period set forth in Section 2.2.3(h) hereof, the

“Benchmark” shall be as set forth in Section 2.2.3(h)). The Benchmark shall be expressed as a percentage

per annum rounded upwards, if necessary, to the nearest one sixteenth (1/16th) of one percent (1%). In no event shall the Benchmark

for any Interest Period be less than the Benchmark Floor.

“Benchmark

Conforming Changes” shall mean, with respect to either the use or administration of Term SOFR or the use, administration,

adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the

definition of “Business Day”, “U.S. Government Securities Business Day”, “Interest Period”, “Interest

Determination Date”, “Payment Date”, “Periodic Term SOFR Determination Day”, “Term SOFR”, the

timing and frequency of determining rates and making payments of interest, the timing of borrowing requests, prepayment, conversion or

continuation notices, the length of lookback periods, the applicability of breakage provisions, preceding and succeeding business day

conventions, provisions pertaining to the Interest Rate Protection Agreement and other administrative or operational matters) that Lender

determines may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration

thereof by Lender in a manner substantially consistent with Industry Accepted Practices (or, if Lender determines that adoption of any

portion of such Industry Accepted Practice is not administratively feasible or if Lender determines that no market practice for the administration

of the Benchmark Replacement exists, in such other manner of administration as Lender determines is reasonably necessary in connection

with the administration of the Loan, this Agreement and the other Loan Documents).

“Benchmark Floor” shall mean 3.35%.

“Benchmark

Replacement” shall mean, with respect to any Benchmark Transition Event, the alternate benchmark rate selected by Lender

as the replacement for the then-current Benchmark, giving due consideration to (i) any selection or recommendation of a replacement benchmark

rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) Industry Accepted Practices.

“Benchmark

Replacement Condition” shall mean, with respect to any conversion of the Benchmark to a Benchmark Replacement if the

Loan is included in a REMIC Trust, either (i) receipt by Lender of an opinion of

nationally recognized REMIC Trust counsel reasonably acceptable to Lender, in form and substance reasonably acceptable to Lender,

obtained at Borrowers’ sole cost and expense, that such conversion complies with the applicable REMIC Trust requirements as

determined under the Code, the regulations, revenue rulings, revenue procedures and other administrative, legislative and judicial

guidance relating to the tax treatment of REMIC Trusts, including without limitation, in each case as and to the extent required by

Lender, that such conversion will not cause the REMIC Trust to fail to qualify as a “REMIC” as defined by Section 860D

of the Code, or the Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code,

or cause such REMIC Trust to be subject to a tax on “prohibited transactions” under Section 860F(a) of the Code or (ii)

formal guidance shall have been issued by the IRS to the effect that such conversion will comply with such REMIC Trust

requirements.

“Benchmark Replacement Date”

shall mean:

in the case of a Benchmark Transition Event pursuant to clauses (1) or (2) of the definition thereof,

the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator

of such Benchmark (or the published component used in the

calculation thereof) permanently

or indefinitely ceases to provide such Benchmark;

in the case of a Benchmark Transition Event pursuant to clause (3) of the definition thereof, the

date of the public statement or publication of information referenced therein; or

in the case of a Benchmark Transition Event pursuant to clause (4) of the definition thereof, the

date selected by Lender.

For the avoidance

of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as the Interest Determination Date in respect

of any determination, the Benchmark Replacement Date will be deemed to have occurred immediately prior to the Interest Determination Date

for such determination. Notwithstanding the foregoing, in no event shall the Benchmark Replacement Date occur prior to satisfaction of

the Benchmark Replacement Condition or waiver thereof by Lender.

“Benchmark Transition

Event” shall mean the occurrence of one or more of the following events with respect to the then current Benchmark:

a public statement or publication of information by or on behalf of the administrator of such Benchmark

(or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such

Benchmark for one-month periods, permanently or indefinitely, provided that, at the time of such statement or publication, there

is no successor administrator that will continue to provide such Benchmark;

a public statement or publication of information by the regulatory supervisor for the administrator

of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official

with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such

Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, which states

that the administrator of such Benchmark has ceased or will cease to provide such Benchmark for one-month periods permanently or indefinitely,

provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark;

a public statement or publication of information by the regulatory supervisor for the administrator

of such Benchmark announcing that such Benchmark is no longer representative; or

Lender determines in good faith that, following any Benchmark Transition Event that results in a

Benchmark Replacement other than Term SOFR being utilized in determining the Interest Rate under this Agreement, the

applicable successor

alternate benchmark rate is not consistent with Industry Accepted Practices, and the provision of notice of the foregoing to Borrowers.

“Benchmark

Unavailability Period” shall mean the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant

to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark

for all purposes hereunder and under any Loan Document in accordance with Section 2.2.3 hereof and (y) ending at the time that

a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with

Section 2.2.3 hereof.

“Borrower

Party” shall mean any Borrower, Sole Member, any Guarantor and any Affiliate that Controls, is Controlled by or is under

Common Control with a Borrower.

“Business

Day” shall mean any day other than a Saturday, Sunday or any day on which commercial banks in New York, New York are authorized

or required to close.

“Calculation Date” shall mean the

last day of each calendar quarter during the

Term.

“Capital Expenses”

shall mean expenses that are capital in nature or required under

GAAP to be capitalized.

“Cash

Management Bank” shall mean PNC Bank, National Association, a national banking association, or any other bank or

depository selected by Lender.

“Cash Management Period” shall

mean a period that:

(i)

commences as of the Closing Date (such Cash Management Period occurring under this clause (i)

is referred to herein as the “Initial Cash Management Period”), and ends, provided that no other Cash Management

Period then exists under any other clause of the definition of Cash Management Period, on the next Payment Date following the date upon

which Lender has determined that both (x) the Debt Yield equals or exceeds six percent (6.0%) for the two (2) most recent Calculation

Dates (and if the Debt Yield calculation and related back-up information reasonably required to be delivered to Lender pursuant to Section

6.3.4 hereof is not delivered to Lender as and when required hereunder, a Cash Management Period shall be ongoing, unless and until

such calculation and back-up information are delivered and they indicate that, in fact, no Cash Management Period is ongoing under this

clause (i)) and (y) the Debt Service Coverage Ratio equals or exceeds 1.05:1.00 for the two (2) most recent Calculation Dates (and

if the Debt Service Coverage Ratio calculation and related back-up information reasonably required to be delivered to Lender pursuant

to Section 6.3.4 hereof is not delivered to Lender as and when required hereunder, a Cash Management Period shall be ongoing, unless

and until such calculation and back-up information are delivered and they indicate that, in fact, no Cash Management Period is ongoing

under this clause (i)); or;

(ii)

commences upon the date on which an Event of Default occurs, and ends, provided that no other Cash

Management Period then exists under any other clause

of the definition

of Cash Management Period, on the next Payment Date following the date upon which such Event of Default has been cured and such cure has

been accepted by Lender, or such Event of Default has been waived by Lender (provided that in no event shall Lender have any obligation

to accept such a cure of, or waive, any Event of Default), and no other Event of Default is then continuing; or

(iii)

commences upon Lender’s determination that the Debt Yield is less than six percent (6.0%) as

of any Calculation Date occurring after the end of the Initial Cash Management Period, and ends, provided that no other Cash Management

Period then exists under any other clause of the definition of Cash Management Period, on the next Payment Date following the date upon

which the Debt Yield equals or exceeds six percent (6.0%) for the two (2) most recent Calculation Dates (and if the Debt Yield calculation

required under Section 6.3.4 hereof is not delivered to Lender as and when required hereunder, a Cash Management Period shall be

deemed to have commenced and be ongoing, unless and until such calculation and back-up information are delivered and they indicate that,

in fact, no Cash Management Period is ongoing under this clause (ii) and a Cash Management Period is not otherwise ongoing under

this definition of “Cash Management Period”); or

(iv)

commences upon Lender’s determination that the Debt Service Coverage Ratio is less than 1.05:1.00

as of any Calculation Date occurring after the end of the Initial Cash Management Period, and ends, provided that no other Cash Management

Period then exists under any other clause of the definition of Cash Management Period, on the next Payment Date following the date upon

which Lender has determined that the Debt Service Coverage Ratio equals or exceeds 1.05:1.00 for the two (2) most recent Calculation Dates

(and if the Debt Service Coverage Ratio calculation required under Section 6.3.4 hereof is not delivered to Lender as and when

required hereunder, a Cash Management Period shall be deemed to have commenced and be ongoing, unless and until such calculation and back-up

information are delivered and they indicate that, in fact, no Cash Management Period is ongoing under this clause (iii) and a Cash

Management Period is not otherwise ongoing under this definition of “Cash Management Period”).

Notwithstanding the

foregoing, in no event shall a Cash Management Period be deemed to have ended (a) if the Stated Maturity Date has occurred or (b) if any

other Cash Management Period is continuing.

For the avoidance

of doubt, if a Cash Management Period will commence as a result of either the Debt Yield or Debt Service Coverage Ratio as of any Calculation

Date, Borrower may avoid the commencement of such Cash Management Period if, at such time, Borrower prepays a portion of the unpaid Principal

in accordance with Section 2.3.3 hereof to a level such that, as applicable, the Debt Yield equals or exceeds six percent (6.00%)

and the Debt Service Coverage Ratio equals or exceeds 1.05:1.00; provided that such prepayment shall not require the payment of

any Spread Maintenance Premium (unless such prepayment occurs prior to the Spread Maintenance Date), but shall require the payment of

the applicable Exit Fee.

“Closing Date” shall mean the date

hereof.

“Code”

shall mean the U.S. Internal Revenue Code of 1986, as amended and as it may be further amended from time to time, any successor statutes

thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Collateral”

shall have the meaning ascribed to “Pledged Collateral” as defined in the Pledge Agreement.

“Construction

Consultant” shall mean one or more third party construction consultants, construction loan administration or servicing firms

or comparable firms as may be retained by Lender, at Borrowers’ sole cost and expense, from time to time to monitor the scope and

status of any Material Alteration or Restoration.

“Contractual

Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument

or undertaking to which such Person is a party or by which it or any of its property is bound.

“Control”

shall mean, with respect to any Person, either (i) ownership directly or indirectly of fifty percent (50%) or more of all equity interests

in such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies

of such Person, through the ownership of voting securities, by contract or otherwise; it being acknowledged that (i) the mere granting

of commercially typical major decision consent or approval rights to a third party direct or indirect owner in a Person shall not, in

it of itself, (x) be deemed to constitute Control of such Person by such third party owner or (y) be deemed to diminish the Control rights

of the direct or indirect owner that is otherwise in Control of such Person, and (ii) a Person shall be deemed to Control a corporation

if such Person (or such Person together with its Affiliates) holds outstanding shares in such corporation carrying votes in sufficient

number to elect a majority of the board of directors of such corporation. The terms Controlled, Controlling and common Control shall have

correlative meanings.

“Crowdfunding”

shall mean any offer or sale of equity or debt securities of any Borrower or any Guarantor or any Affiliate of any of them, involving

or relating to direct or indirect interests, or any combination of direct or indirect interests, in any of the foregoing Persons, that

is conducted or proposed to be conducted via the internet or through the use of other general solicitation or advertising of the investment

opportunity to prospective investors by the issuer of such securities or an outline or other funding portal in a transaction or series

of transactions intended to be exempt from the registration requirements of the Securities Act of 1933, as amended, including but not

limited to pursuant to the exemptions provided by Section 4(a)(6) thereof or Rule 506(c) promulgated thereunder, any other similar state

securities law, or any similar transaction.

“Crown Residential” shall mean

Crown Residential LLC, a Florida limited liability

company.

“Debt”

shall mean the unpaid Principal, all interest accrued and unpaid thereon, all

Exit Fees, any Spread

Maintenance Premium, all transaction costs, all late fees and all other sums due to Lender in respect of the Loan or under any Loan Document

(including any protective advances funded by Lender hereunder).

“Debt Service”

shall mean, with respect to any particular period, the scheduled interest payments due under the Note in such period.

“Debt

Service Coverage Ratio” shall mean, as of any date, the ratio calculated by Lender of (i) the Net Operating Income to (ii)

the Debt Service with respect to such period.

“Debt

Yield” shall mean, as of any date, the ratio (expressed as a percentage) calculated by Lender of (i) the Net Operating Income

to (ii) the then outstanding principal balance of the Loan as of such date.

“Default”

shall mean the occurrence of any event hereunder or under any other Loan Document which, with the giving of notice or passage of time,

or both, would be an Event of Default.

“Default

Rate” shall mean a rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) five

percent (5%) above the Interest Rate, compounded monthly.

“Eligible

Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either

(i) an account or accounts (or subaccounts thereof) (a) maintained with a federal or state-chartered depository institution or trust company

which complies with the definition of Eligible Institution or (b) if a Securitization has occurred and required pursuant to the applicable

Pooling and Servicing Agreement, as to which Lender has received a Rating Comfort Letter from each of the applicable Rating Agencies with

respect to holding funds in such account, or (ii) a segregated trust account or accounts (or subaccounts thereof) maintained with the

corporate trust department of a federal depository institution or state chartered depository institution subject to regulations regarding

fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations §9.10(b), having in either case corporate trust

powers, acting in its fiduciary capacity, and a combined capital and surplus of at least $50,000,000 and subject to supervision or examination

by federal and state authorities. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible

Institution” shall mean (i) a depository institution insured by the Federal Deposit Insurance Corporation the short term

unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P, P-1 by Moody’s and F-1+ by Fitch, in

the case of accounts in which funds are held for thirty (30) days or less or, in the case of Letters of Credit or accounts in which funds

are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least (a) “AA” by

S&P, (b) “AA” and/or “F1+” (for securities) and/or “AAAmmf” (for money market funds), by Fitch

and (c) “Aa2” by Moody’s or (ii) a depository institution or trust company insured by the Federal Deposit Insurance

Corporation otherwise acceptable to Lender or Servicer, provided such depository institution or trust company has at least investment

grade ratings from a Rating Agency for its long term and short term unsecured debt obligations.

“Emergency

Expenditures” shall mean the incurrence of expenses that were necessary in order to (i) avoid imminent bodily injury,

harm or damage to individuals or a Property, (ii) avoid the suspension of any necessary

service to a Property, or (iii) comply with Legal

Requirements, and,

in each such case, with respect to which it would be impractical, in Borrowers’ reasonable judgment, under the circumstances, to

obtain Lender’s prior written consent; provided that Borrowers shall give Lender notice of such Emergency Expenditures

as soon as practicable and Lender shall have the right to consent or not consent to payment of same as an Approved Additional Operating

Expense.

“Environmental

Report” shall mean that certain Phase I Environmental Site Assessment with respect to the Properties prepared by EBI Consulting

(EBI Project Number 260069060PR) dated July 5, 2026.

“ERISA”

shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated

thereunder.

“ERISA

Affiliate” shall mean any trade or business (whether or not incorporated) that together with any Borrower or any Guarantor

is treated as a “single employer”, or otherwise aggregated, with Borrower or any Guarantor under Section 414 of the Code or

Title IV of ERISA.

“Excluded

Taxes” shall mean any of the following Taxes imposed on or with respect to Lender or required to be withheld or deducted

from a payment to Lender, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,

in each case, (i) imposed as a result of Lender being organized under the laws of, or having its principal office or its applicable lending

office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes,

(b) U.S. federal withholding Taxes imposed on amounts payable to or for the account of Lender with respect to an applicable interest in

the Loan pursuant to a law in effect on the date on which (i) Lender acquires such interest in the Loan or (ii) Lender changes its lending

office, except in each case to the extent that, pursuant to Section 2.2.4, amounts with respect to such Taxes were payable either

to Lender’s assignor immediately before Lender became a party hereto or to Lender immediately before it changed its lending office,

(c) Taxes attributable to Lender’s failure to comply with Section 2.2.4(e) and (d) any U.S. federal withholding Taxes imposed

under FATCA.

“Exit

Fee” shall mean with respect to any repayment or prepayment of Principal, an amount equal to one percent (1%) of the amount

of Principal being repaid or prepaid.

“FATCA”

shall mean Sections 1471 through 1474 of the Code, as of the date hereof (or any amended or successor version that is substantively comparable

and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements

entered into pursuant to Section 1471(b)(1) of the Code.

“Fiscal

Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the

Term.

“GAAP”

shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Governmental

Authority” shall mean the government of the United States of America or any other nation, or of any political subdivision

thereof, whether state or local, and any court, board, agency, authority, instrumentality, regulatory body, court, central bank or other

entity

exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national

bodies such as the European Union or the European Central Bank), now or hereafter in existence.

“Guarantors”

shall mean, collectively, (i) Shaun Quin, an individual, (ii) Glen Steward, an individual, (iii) Bernard Hsiao, an individual, (iv) Michael

Hsiao, an individual,

(v)

Stewards, Inc., a Nevada corporation, and (vi) any other Person that now or hereafter guarantees

any of Borrower’s obligations hereunder or any other Loan Document, on a several basis, each of whom is referred to herein as a

“Guarantor”.

“Indemnified

Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account

of any obligation of Borrower or any Guarantor under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Industry

Accepted Practices” shall mean any evolving or then-prevailing market convention for floating rate interest rate benchmarks

or spread adjustments, as appliable, used (A) for U.S. dollar-denominated floating rate syndicated loans (including CMBS or loans originated

for a CRE-CLO) or bilateral credit facilities primarily secured directly by real estate and/or by commercial mortgage loans at such time,

(B) by any institutional warehouse or repurchase lender that is not an Affiliate of Lender providing financing backed in whole or in part

by an interest in the Loan or (C) to determine the interest rate payable to investors with respect to an applicable Securitization backed

in whole or in part by an interest in the Loan.

“Insolvency

Law” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as the same has been or may be amended

or superseded from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder

(the “Bankruptcy Code”), or any other applicable domestic or foreign laws relating to liquidation, conservatorship,

bankruptcy, receivership, insolvency, reorganization or any similar debtor relief rights affecting the rights, remedies, powers, privileges

and benefits of creditors generally.

“Insolvency

Proceeding” shall mean any case, proceeding or other action against any Person, whether voluntary or involuntary, under

any Insolvency Law.

“Interest

Determination Date” shall mean (i) with respect to the Initial Interest Period, the date that is two (2) U.S. Government

Securities Business Days prior to the date hereof and (ii) with respect to any other Interest Period, (a) with respect to any Interest

Period during which the Benchmark is Term SOFR, the date that is two (2) U.S. Government Securities Business Days prior to the fifteenth

(15th) day of the calendar month in which such Interest Period commenced (the “Periodic Term SOFR Determination Day”

with respect to such Interest Period),

(b) with respect

to any Interest Period during which the Benchmark is not Term SOFR or the Prime Rate, the date and time determined by Lender in accordance

with the Benchmark Conforming Changes, and (c) with respect to any Interest Period during which the Benchmark is the Prime Rate, the date

that is two (2) Business Days prior to the fifteenth (15th) day of the calendar month in which such Interest Period commenced.

“Interest

Period” shall mean (i) the period from (and including) the date hereof to (and including) the first day thereafter that

is the 8th day of a calendar month (the “Initial Interest Period”) and (ii) thereafter, (a) with

respect to any period during which the Benchmark is Term SOFR, each period from (and including) the 9th day of each calendar

month to (and including) the 8th day of the following calendar month or (b) with respect to any period during which the Benchmark

is not Term SOFR, the period determined by Lender in accordance with the Benchmark Conforming Changes (in each such case, even if such

Interest Period extends beyond the Maturity Date). Notwithstanding the foregoing, if Lender exercises its right to change the Payment

Date to a New Payment Date in accordance with Section 2.2.7 hereof, then from and after such election, each Interest Period shall

be the period from (and including) the New Payment Date in each calendar month to (and including) the day in the next succeeding calendar

month immediately preceding the New Payment Date in such calendar month.

“Interest

Rate” shall mean, with respect to each Interest Period, the sum of (x) the then applicable Benchmark (subject to the provisions

of Section 2.2.3 hereof), determined as of the applicable Interest Determination Date for such Interest Period plus (y) the Spread

(or, when applicable pursuant to this Agreement or any other Loan Document, the Default Rate).

“Key Principals”

shall mean shall collectively mean (i) Shaun Quin, an individual, and (ii) Glen Steward, an individual, each of whom is referred to herein

as a “Key Principal”.

“LCC”

shall mean LoanCore Capital Credit REIT LLC, a Delaware limited liability

company.

“Lease”

or “Leases” shall mean all leases and other agreements or arrangements

heretofore or hereafter

entered into affecting the use, enjoyment or occupancy of, or the conduct of any activity upon or in, a Property or the Improvements,

including any guarantees, extensions, expansion options, renewals, modifications or amendments thereof and all additional remainders,

reversions and other rights and estates appurtenant thereunder.

“Lease

Event Payments” shall mean (i) all fees, penalties, commissions or other payments made to any Borrower in connection with

or relating to the amendment, modification, rejection, consent, settlement of claims, termination, surrender or cancellation of any Lease

(including in connection with any bankruptcy proceeding), (ii) any security deposits or proceeds of letters of credit held by any Borrower

in lieu of cash security deposits, which such Borrower is permitted to retain pursuant to the applicable provisions of any Lease and (iii)

any payments made to any Borrower relating to unamortized tenant improvements and leasing commissions under any Lease.

“Legal

Requirements” shall mean statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental

Authorities (including those regarding fire, health, handicapped access, sanitation, ecological, historic, zoning, environmental protection,

wetlands and building laws and the ADA and all regulations promulgated pursuant thereto) affecting any Borrower, Sole Member, any Loan

Document or all or part of any Property or the Collateral or the construction, ownership, use, alteration,

administration or operation thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations

and

regulations relating thereto,

at any time in force affecting all or part of any Property or the Collateral.

“Lien”

shall mean any mortgage, deed of trust, deed to secure debt, indemnity deed of trust, lien (statutory or otherwise), pledge, hypothecation,

easement, restrictive covenant, preference, assignment, security interest, PACE Loan or any other encumbrance, charge or transfer of,

or any agreement to enter into or create any of the foregoing, on or affecting (i) all or any part of any Property or any interest therein,

or (ii) any direct or indirect interest in any Borrower or Sole Member, or (iii) all or part of the Collateral, including any conditional

sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the

filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Loan

Documents” shall mean this Agreement and all other documents, agreements and instruments now or hereafter evidencing,

securing or delivered to Lender in connection with the Loan, including the following, each of which is dated as of the date hereof:

(i) the Amended and Restated Promissory Note made by Envy Development to Lender in the aggregate principal amount equal to the Loan

(the “Note”); (ii) the Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement

and Fixture Filing made by Envy Development, in favor of Lender which covers the Property owned by Envy Development (the

“Envy Development Mortgage”); (iii) the Mortgage, Assignment of Leases and Rents, Security Agreement and

Fixture Filing made by Envy Recreational, in favor of Lender (the “Envy Recreational Mortgage”; the Envy

Development Mortgage and the Envy Recreational Mortgage are referred to herein collectively as, the

“Mortgages”); (iv) the Assignment of Leases and Rents from Borrowers to Lender (the

“Assignment of Leases and Rents”); (v) the Assignment of Agreements, Licenses, Permits and Contracts from

Borrowers to Lender; (vi) the Deposit Account Control Agreement (the “Clearing Account Agreement”) among

each Borrower, Lender and the Clearing Bank; (vii) the Cash Management Agreement (the “Cash Management

Agreement”) among Borrowers, Lender and the Cash Management Bank; (viii) the Payment Guaranty made by Envy

Recreational for the benefit of Lender (the “Envy Recreational Guaranty”); (ix) the Guaranty of Recourse

and Other Obligations made by Guarantors (the “Guaranty”) for the benefit of Lender; (x) the Collateral

Assignment of Interest Rate Protection Agreement from Borrowers to Lender; (xi) the Consent and Subordination of Manager from

Manager to Lender (“Manager Consent”); (xii) the Pledge Agreement; (xiii) the Payment Guaranty made by

Sole Member for the benefit of Lender (the “Payment Guaranty”); and (xiv) each UCC Financing Statement

filed in connection with the foregoing; as each of the foregoing may be (and each of the foregoing defined terms shall refer to such

documents as they may be) amended, restated, replaced, severed, split, supplemented or otherwise modified from time to time

(including pursuant to Section 9.2 hereof).

“Major Contract”

shall mean (i) any management, brokerage or leasing agreement,

(ii) any cleaning, maintenance,

service or other contract or agreement of any kind (other than Leases) requiring a Borrower to make payments in excess of $200,000.00

per annum (unless cancelable on thirty (30) days or less notice without requiring the payment of any material termination fees or payments

of any kind)), in either case, relating to the ownership, leasing, management, use, operation, maintenance, repair or restoration of a

Property, whether written or oral or (iii) any cleaning, maintenance, service or other contract or agreement of any kind (other than Leases)

that is between any Borrower and an Affiliate of such Borrower, and (iv) any contract

and agreement relating solely

or primarily to environmental remediation or other environmental matters.

“Management

Agreement” shall mean the management agreement as approved by Lender between a Borrower and Manager, pursuant to which Manager

is to manage the Property owned by such Borrower or, if the context requires, the Replacement Management Agreement.

“Manager”

shall mean ZRS Management, LLC, a Florida limited liability company, or, if the context requires, a Qualified Manager that is managing

a Property in accordance with the terms and provisions of this Agreement pursuant to a Replacement Management Agreement.

“Material

Adverse Effect” shall mean a material adverse effect that has occurred or is reasonably likely to occur with respect

to (i) any Property, (ii) the business, profits, prospects, management, operations or financial condition of any Borrower, any

Guarantor or any Property, (iii) the enforceability, validity, perfection or priority of the lien of any Mortgage or the other Loan

Documents, (iv) the ability of any Borrower or Sole Member to timely perform its obligations under this Agreement or the other Loan

Documents, or (v) the ability of any Guarantor to perform its obligations under the Guaranty.

“Material Alteration”

shall mean (i) any individual alteration affecting

(a) structural

elements of any Property, (b) a roof of any Property or (c) any building system of any Property, (ii) any alteration to any Property

that will have an adverse effect in any material respect on the zoning or any permits or licenses from any Governmental Authorities

with respect to such Property or (iii) any non-structural alteration the cost of which exceeds $500,000; provided, however,

that in no event shall any of the following constitute a Material Alteration: (1) any Required Repairs, (2) any tenant improvement

work performed pursuant to any Lease existing on the date hereof or entered into hereafter in accordance with the provisions of this

Agreement, (3) alterations performed as part of a Restoration, or (4) alterations or capital improvements set forth in the Approved

Operating Budget or as an Approved Capital Expenses Budget.

“Material

Lease” shall mean all Leases which (i) individually or in the aggregate with respect to the same tenant and its

Affiliates, and assuming the exercise of all expansion rights and all preferential rights to lease additional space contained in

such Lease, demise at least five (5) rental units at any Property, (ii) provide the

tenant thereunder with an option or other preferential right to purchase all or any portion of any Property, (iii) provides for a

use by the tenant thereunder other than exclusively for multi-family residential purposes for any residential rental unit, or (iv)

are entered into with a tenant who is an Affiliate of a Borrower Party.

“Maturity

Date” shall mean the date on which the final payment of principal of the Note becomes due and payable as therein provided,

whether at the Stated Maturity Date, by declaration of acceleration, or otherwise.

“Minor

Lease” shall mean any Lease that is not a Material Lease.

“Monthly

Operating Expense Budgeted Amount” shall mean the monthly amount set forth in the Approved Operating Budget incurred or

to be incurred for or as of the calendar month in which such Payment Date occurs ; provided that, management fees payable

to Manager

as part of the Monthly

Operating Expense Budgeted Amount shall not exceed three percent (3.0%) of Rents (the “Management Fee Cap”).

“Net

Operating Income” shall mean for any period, the net operating income of the Property determined by Lender in its reasonable

discretion and on a cash basis of accounting, after Lender’s consideration and calculation of the following: (i) (A) rental income

shall be calculated based on the annualized actual rental revenue (collections) for the most recently reported three-month period preceding

the date of calculation (using financial reporting not more than 60 days old), plus (B) other income, which shall be calculated

reflecting the actual trailing twelve (12) month period ending with the most recently reported calendar month preceding the date of calculation

(using financial reporting not more than 60 days old), minus (C) non-recurring extraordinary items of income (including, without

limitation, repayment of delinquent Rents and Rents paid more than 30 days in advance), minus (D) to the extent not otherwise reflected

in the annualized actual rental revenue collected or included in any other calculation or deduction hereunder, concessions, which shall

be calculated reflecting the actual trailing twelve (12) month period ending with the most recently reported calendar month preceding

the date of calculation, minus (E) operating expenses, which shall be calculated based on the trailing twelve (12) month period

ending, other than taxes and insurance, which will be based on current estimates for the actual period of calculation and not necessarily

that amount of deposits to any reserves required under this Agreement, minus (F) deposits to (but not withdrawals from) the Capital

Expense Reserve Subaccount and/or the Rollover Reserve Subaccount made pursuant to Section 3.15(a) hereof, and (ii) making further

adjustments for (a) market vacancies equal to the greater of (x) actual vacancy and (y) five percent (5%) and (b) market-rate third party

management expenses.

“Officer’s

Certificate” shall mean a certificate delivered to Lender which is signed by an authorized senior officer or authorized

representative of the Person on behalf of whom the certificate is delivered, which officer or representative is most knowledgeable with

respect to the subject matter set forth in the applicable Officer’s Certificate.

“Operations

Agreements” shall mean the REA, and any other covenants, restrictions, easements, declarations or agreements of record relating

to the construction, operation or use of a Property, together with all amendments, modifications or supplements thereto.

“Other

Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, any “common expenses”

or expenses allocated to and required to be paid by a Borrower under the REA, and any other charges, including vault charges and license

fees for the use of vaults, chutes and similar areas adjoining any Property, now or hereafter levied or assessed or imposed against any

Property or any part thereof.

“Other

Connection Taxes” shall mean, with respect to Lender, Taxes imposed as a result of a present or former connection between

Lender and the jurisdiction imposing such Tax (other than connections arising from Lender having executed, delivered, become a party to,

performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction

pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other

Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that

arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection

of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed

with respect to an assignment.

“PACE

Loan” shall mean (i) any “Property-Assessed Clean Energy loan” or (ii) any other indebtedness, without regard

to the name given to such indebtedness, which is (a) incurred for improvements to any Property for the purpose of increasing energy efficiency,

increasing use of renewable energy sources, resource conservation, or a combination of the foregoing, and (b) repaid through multi-year

assessments against any Property.

“Payment

Date” shall mean the 9th day of each calendar month or, upon Lender’s exercise of its right to change the

Payment Date in accordance with Section 2.2.7 hereof, the New Payment Date (in either case, if such day is not a Business Day,

the Payment Date shall be the immediately preceding Business Day). The Payment Date may be subject to adjustment as described in Section

2.2.3 hereof. The first Payment Date hereunder shall be November 9, 2026.

“Pension

Plan” shall mean any employee pension benefit plan (as defined in Section 3(2) of ERISA) which is (currently or hereafter),

or within the prior six (6) years was, (i) established, maintained, or contributed to (or required to be contributed to) by any Borrower

or any ERISA Affiliate, and (ii) subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code.

“Permitted

Encumbrances” shall mean: (i) the Liens created by the Loan Documents; (ii) all Liens and other matters disclosed in the

Title Insurance Policies; (iii) Liens, if any, for Real Estate Taxes or Other Charges not yet due and payable and not delinquent; (iv)

any workers’, mechanics’ or other similar Liens on a Property provided that any such Lien is discharged from the title record

of such Property within thirty (30) days after a Borrower first receives notice of such Lien (whether by bonding or otherwise), and (v)

such other title and survey exceptions or other encumbrances as Lender approves in writing, which approval shall not be unreasonably withheld,

conditioned or delayed.

“Permitted

Hazardous Substances” shall mean commercially reasonable amounts of Hazardous Materials used in the ordinary course of construction

or operation of a Property which are in de minimis amounts and used and stored in accordance with all Environmental Laws.

“Permitted Transfers” shall mean:

(i)

a Lease entered into in accordance with the Loan Documents;

(ii)

a Permitted Encumbrance;

(iii)

any Transfer in respect of, or of a direct or indirect interest in, any Person listed on a nationally

or internationally recognized stock exchange or stock quotation system (including, without limitation, so-called “over the counter”

markets);

(iv)

a foreclosure of the Pledge Agreement (or assignment-in-lieu of foreclosure) by Lender or its designee;

(v)

a Transfer of any direct or indirect interest in Borrowers (other than the membership interest in

each Borrower held by Sole Member) that occurs (I) by devise or bequest or by operation of law upon the death of a natural person that

was the holder of such interest or (II) in connection with the estate planning of such transferor to (1) an immediate family member of

such interest holder (or to partnerships or limited liability companies Controlled solely by one or more of such family members) or (2)

a trust established for the benefit of such immediate family member, provided that:

(A) if

such Transfer would cause the transferee, together with its Affiliates, to acquire direct or indirect Control of each Borrower or to

acquire or to increase its direct or indirect interest in such Borrower to an amount which equals or

exceeds in the aggregate (1) twenty percent (20%) is such transferee is a domestic Person (U.S. domicile or formation), or

(2) ten (10%) if such transferee is not formed or domiciled in the United States (either such case (the “KYC

Threshold”), (x) such Borrower shall provide Lender with notice of such Transfer not more than thirty (30) days

after the date of such Transfer and (y) such transferee, and all other Persons that shall then become an owner of an indirect

interest in such Borrower in excess of the KYC Threshold, shall be a Qualified Transferee;

(B)

Borrowers shall give Lender notice of such Transfer together with copies of all instruments effecting

such Transfer not more than thirty (30) days after the date of such Transfer;

(C)

each Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity;

(D)

if such Transfer results in a change of Control of a Borrower to a Person other than (x) Key Principal

(directly or indirectly) or (y) the estate of Key Principal (during the pendency of the settlement by the estate of Key Principal and

if such Transfer occurs as a result of the death of Key Principal), such Transfer is approved by Lender in writing within thirty (30)

days after any such Transfer, which approval shall not be unreasonably withheld; and

(E)

such Transfer shall not otherwise result in a change of control over the day-to-day operation of

any Property;

(vi)

provided that no Event of Default shall then exist, a Transfer of a direct or indirect interest in

Sole Member to any Person provided that:

(A)

such Transfer shall not (x) cause a change of Control of any Borrower, (y) cause the transferee (other

than a Key Principal), together with its Affiliates, to acquire Control of any Borrower or Sole Member or to acquire or to increase its

direct or indirect interest in any Borrower or in Sole Member to an amount which exceeds forty-nine percent (49%) or (z) result in any

Borrower or

Sole Member no longer

being Controlled (pursuant to clause (ii) of the definition of “Control” herein) by at least one (1) Key Principal;

(B)

if such Transfer would cause the transferee, together with its Affiliates, to own, directly or indirectly,

an aggregate ownership interest in a Borrower or in Sole Member to an amount which equals or exceeds twenty percent (20%) (or equal to

or in excess of ten percent (10%) if such transferee is not formed or domiciled in the United States of America), and such proposed transferee,

together with its Affiliates, did not, prior to such proposed Transfer, own a twenty percent (20%) or greater aggregate (or, in the case

of a transferee that is not formed or domiciled in the United States of America, ten percent (10%) or greater aggregate) direct or indirect

interest in such Borrower or in Sole Member, such transferee shall be a Qualified Transferee;

(C)

Borrowers shall give Lender notice of such Transfer together with copies of all instruments effecting

such Transfer and a post-Transfer organizational chart not less than twenty (20) days prior to the date of such Transfer (other than a

Transfer by devise or descent or by operation of law upon the death or as a result of the legal incapacity of a natural person of such

Person’s interest in such Borrower to the person or persons lawfully entitled thereto, provided Borrowers deliver

written notice to Lender as soon as practicable thereafter);

(D)

the legal and financial structure of Borrowers and their members and the single purpose nature and

bankruptcy remoteness of Borrowers and their members after such Transfer, shall satisfy Lender’s then current applicable underwriting

criteria and requirements; and

(E)

such Transfer shall not cause the direct or indirect ownership interests in any Borrower or any Property

to include any Prohibited Entity/Ownership Structure;

(vii)

a Transfer of any interest in Stewards Real Estate LLC, a Nevada limited liability company, or another

direct or indirect subsidiary of Stewards, Inc., a Nevada corporation (other than a Borrower or Sole Member) (such entity, the “Token

Sponsor”), of not more than forty-nine percent (49%) of the indirect interest in a Borrower that occurs by the creation,

issuance and registration by Token Sponsor of digital tokens, digital securities, blockchain-based interests or similar instruments (collectively,

“Tokens”) through Securitize.io, as custodian, or any similar platform performing substantially similar functions

financing transaction with Stewards, Inc. in which such Tokens, either individually, or as part of a pool of assets, are all or a part

of the collateral on such platform or any permitted connected blockchain-base platform, in exchange for a contractual right of repayment

for the lender, provided that:

(A)

such Transfer shall not (x) cause a change of Control of any Borrower or (y) result in any Borrower

or Sole Member no longer being Controlled (pursuant to clause (ii) of the definition of “Control” herein) by at least one

(1) Key Principal;

(B)

if such Transfer would cause the transferee, together with its Affiliates, to own, directly or indirectly,

an aggregate ownership interest in a Borrower or in Sole Member to an amount which equals or exceeds twenty percent (20%) (or equal to

or in excess of ten percent (10%) if such transferee is not formed or domiciled in the United States of America), and such proposed transferee,

together with its Affiliates, did not, prior to such proposed Transfer, own a twenty percent (20%) or greater aggregate (or, in the case

of a transferee that is not formed or domiciled in the United States of America, ten percent (10%) or greater aggregate) direct or indirect

interest in such Borrower or in Sole Member, such transferee shall be a Qualified Transferee; and

(C)

each Borrower shall continue to be a Special Purpose Bankruptcy Remote Entity; or

(viii)

any transfer (including a pledge), sale, or issuance of shares of preferred or common stock that

is a publicly registered non-listed real estate investment trust to third party investors through licensed U.S. broker-dealers in accordance

with Legal Requirements.

For purposes of clause

(v) above, “immediate family member” shall mean a sibling, family trust, family limited partnership, parent, spouse, child

(or step-child), grandchild or other lineal descendant of the interest holder.

For the avoidance

of doubt, any Transfer made pursuant to clause (vii) shall not be deemed to constitute Crowdfunding under this Agreement.

“Person”

shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association,

any other person or entity, and any federal, state, county or municipal government or any bureau, department or agency thereof and any

fiduciary acting in such capacity on behalf of any of the foregoing.

“Physical

Conditions Report” shall mean that certain Property Condition Report, prepared by EBI Consulting (EBI Project Number 260069060PR)

and dated as of July 6, 2026.

“Plan”

shall mean any “employee benefit plan” (as defined in Section 3(3) of ERISA) established, maintained or sponsored by any Borrower,

any Guarantor or any of their respective subsidiaries, including any Welfare Plan.

“Pledge

Agreement” shall mean that certain Pledge and Security Agreement dated as of the date hereof and made by Sole Member in

favor of Lender which creates a security interest in the 100% ownership interest of Borrower.

“Pooling

and Servicing Agreement” shall mean any pooling and servicing agreement or similar agreement entered into as a result of

a Secondary Market Transaction.

“Prime

Rate” mean the rate of interest published in The Wall Street Journal from time to time as the “Prime Rate.”

If more than one “Prime Rate” is published in The Wall Street Journal for a day, the average of such “Prime Rates”

shall be used, and such average shall be

rounded up to the

nearest one hundredth of one percent (0.01%). If The Wall Street Journal ceases to publish the “Prime Rate,” Lender shall

select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally

published or are limited, regulated or administered by a governmental or quasigovernmental body, then Lender shall select a comparable

interest rate index.

“Principal”

shall mean the unpaid principal balance of the Loan at the time in

question.

“Prohibited Entity/Ownership Structure”

shall mean any direct or indirect

ownership of any Property

or any Borrower by (a) a statutory trust organized under 12 Del.C. § 3801 et seq., or any successor statute thereto, or under any

similar other state of federal law, (b) any one of more Persons as tenants in common or any similar ownership structure, or (c) any one

or more Persons as a result of any Crowdfunding.

“Properties”

shall mean, collectively, the parcels of real property and Improvements thereon owned by Borrowers and encumbered by the Mortgages, together

with all rights pertaining to such real property and Improvements, and all other collateral for the Loan as more particularly described

in the granting clauses of the Mortgages and referred to therein as the Mortgaged Property. The Properties consist of (i) a 214 unit Class

A mixed use multi-family apartment building owned by Envy Development, including approximately 5,575 square feet of ground floor retail

space, and (ii) a marina with twenty-six (26) boat slips and related facilities (the “Marina”) and “Community

Center” owned by Envy Recreational, upon which Envy Recreational operates, directly or indirectly, a three (3)-story commercial

building. The location of each Property is identified on Schedule 1 hereto.

“Property

Taxes” shall mean all (i) real estate taxes, assessments, water rates or sewer rents, maintenance charges, impositions,

mortgage recording taxes, vault charges and license fees (“Real Estate Taxes”), or (ii) personal property taxes,

in each case, now or hereafter levied or assessed or imposed against all or part of any of the Properties. In no event shall any PACE

Loan be considered a Property Tax for purposes of this Agreement.

“Qualified

Manager” shall mean (i) Manager, (ii) Crown Residential, or (iii) a manager acceptable to Lender (or, at Lender’s

option during the continuance of an Event of Default, selected by Lender) that, in the judgment of Lender, is a Person that is a reputable

and experienced management organization (which, provided no Event of Default is then continuing, may be an Affiliate of a Borrower) possessing

experience in managing properties similar in size, scope, use and value as applicable Property or Properties, provided that (a) if a Securitization

has occurred and required pursuant to the applicable Pooling and Servicing Agreement, Borrowers shall have obtained a Rating Comfort Letter

from the applicable Rating Agencies with respect to the change of management of the applicable Property, (b) if such Person is an Affiliate

of Borrowers, Borrowers shall have delivered to Lender a non-consolidation opinion in form acceptable to Lender (and, if a Securitization

has occurred and required by the applicable Pooling and Servicing Agreement, the applicable Rating Agency) and (c) such Person shall have

entered into a Replacement Management Agreement.

“Qualified

Transferee” shall mean a transferee for whom, prior to the Transfer, Lender shall have received: (i) evidence reasonably

acceptable to Lender that neither the proposed transferee nor its Affiliates (pursuant to clause (i) of the definition of Affiliate)

(a) has ever been indicted or convicted of, or pled guilty or no contest to, a felony, (b) has ever been indicted or convicted of, or

pled guilty or no contest to, a Patriot Act Offense and is not on any Government List, (c) has been the subject of an Insolvency Proceeding

(to the extent the same has not been discharged) within the past ten (10) years, (d) has any material outstanding judgments against such

proposed transferee, (e) is or has engaged in any lender liability actions, or (f) has ever been in material default under any other loan

from Lender, and (ii) a credit, regulatory and background check against such proposed transferee that is reasonably acceptable to Lender

(including a verification that such proposed transferee’s ownership position does not cause a violation of Lender’s “loan

to one borrower” policy).

“Rating

Agency” shall mean, prior to the final Securitization of the Loan (or if a Securitization has not occurred), each of Standard

& Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), Moody’s Investors Service,

Inc. (“Moody’s”), Fitch, Inc., a division of Fitch Ratings Ltd. (“Fitch”), DBRS,

Inc. (a/k/a DBRS Morningstar), Kroll Bond Rating Agency or any other nationally-recognized statistical rating organization which has been

designated by Lender, and after the final Securitization of the Loan, any of the foregoing that have rated any of the securities issued

in connection with the Securitization.

“Rating

Comfort Letter” shall mean a letter issued by each of the applicable Rating Agencies which confirms that the taking of the

action referenced to therein will not result in any qualification, withdrawal or downgrading of any existing ratings of Securities created

in a Secondary Market Transaction.

“REA”

shall mean, collectively, those certain agreements more particularly described on Schedule

9 attached hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance

with the terms of this Agreement.

“Regulatory

Change” shall mean any change effective after the date of this Agreement in any statute, treaty, rule, regulation, ordinance,

executive order or administrative or judicial precedents or authorities (including Regulation D of the Board of Governors of the Federal

Reserve System of the United States (or any successor)) or the adoption or making after such date of any interpretation, directive or

request applying to a class of banks, including any Lender, of or under any statute, treaty, rule, regulation, ordinance, executive order

or administrative or judicial precedents or authorities (whether or not having the force of law and whether or not failure to comply therewith

would be unlawful) by any Governmental Authority or monetary authority charged with the interpretation or administration thereof or compliance

by Lender with any request or directive regarding capital adequacy. Notwithstanding anything herein to the contrary, (i) the Dodd-Frank

Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith

and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking

Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel

III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued.

“Relevant

Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially

endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“REMIC

Trust” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code

that holds the Note.

“Rents”

shall mean all rents (including additional rents of any kind and percentage rents), rent equivalents, moneys payable as damages (including

payments by reason of the rejection of a Lease in an Insolvency Proceeding) or in lieu of rent or rent equivalents, royalties (including

all coal, oil and gas, mineral or other substances royalties and bonuses), income, fees, receivables, receipts, revenues, economic stimulus,

incentive or other similar payments received directly or indirectly from any Governmental Authority or quasi-Governmental Authority, whether

in the form of aide, money, relief or another compensation scheme (including any of the foregoing initiated in connection with the COVID-19

virus or any other pandemic or epidemic), deposits (including security, utility and other deposits), accounts, cash, issues, profits,

charges for services rendered, and other payment and consideration of whatever form or nature received by or paid to or for the account

of or benefit of each Borrower, Manager or any of their agents or employees from any and all sources arising from or attributable to each

Property and the Improvements, including charges for parking, parking rents, oil, gas, water, steam, heat, ventilation, air-conditioning,

electricity, license fees, maintenance fees, charges for Taxes, operating expenses or other amounts payable to a Borrower (or for the

account of a Borrower), revenue from telephone services, vending and all receivables, customer obligations, installment payment obligations

and other obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant

of the right of the use and occupancy of each Property or rendering of services by a Borrower, Manager or any of their agents or employees

and proceeds, if any, from business interruption or other loss of income insurance.

“Replacement

Management Agreement” shall mean, collectively, (i) either (a) a management agreement with a Qualified Manager

substantially in the same form and substance as the Management Agreement or (b) a management agreement with a Qualified Manager

which is reasonably acceptable to Lender in form and substance (and, if a Securitization has occurred and required by the applicable

Pooling and Servicing Agreement, the applicable Rating Agency), and (ii) an assignment

of management agreement and subordination of management fees substantially in the form of the Manager Consent (or of such other form

and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrowers and such Qualified Manager at

Borrowers’ expense.

“Restoration

Threshold” shall mean, with respect to the effected Property, an amount equal to four percent (4%) of the Allocated Loan

Amount for such Property.

“Security

Documents” shall mean, collectively: (i) the Pledge, (ii) a notice of pledge to Borrowers, (iii) the Uniform Commercial

Code financing statement filed with respect to the security interest in personal property created pursuant to the Pledge, (iv) the Pledged

Securities and (v) all other documents and agreements executed or delivered to Lender by Borrowers or Sole Member in connection with any

of the foregoing documents.

“Servicer”

shall mean a servicer selected by Lender to service the Loan, including any “master servicer” or “special servicer”

appointed under the terms of any Pooling and Servicing Agreement, together with its agents, nominees or designees.

“Shortfall”

shall mean (i) with respect to any Payment Date during the continuance of a Cash Management Period, the insufficiency of funds then

on deposit in the Cash Management Account on any such Payment Date to fully fund all payments required to be made under clauses (i)

through (vii) of Section 3.15(a) hereof (including, without limitation, interest at the Default Rate, if applicable), and

(ii) with respect to any Payment Date when a Cash Management Period is not continuing, the insufficiency of the Rents collected by

Borrowers during the immediately preceding Interest Period to fully pay for (x) all payments required to be paid by Borrowers on

such Payment Date under Sections 2.2.1, 3.3, 3.4 and 3.5 hereof and (y) the Monthly Operating Expense

Budgeted Amount and any then-current Approved Additional Operating Expenses (the amounts required to be paid by Borrowers and

described in clauses (i) and (ii) above being referred to herein as the “Required

Payments”).

“SOFR”

shall mean with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published

by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR

Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing

rate).

“SOFR

Administrator’s Website” shall mean the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,

or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“Sole

Member” shall mean SRC Envy Holdco LLC, a Delaware limited liability company, the sole member of Borrowers.

“Spread”

shall mean three and sixty hundredths of one percent (3.60%) (or from and after a Benchmark Replacement Date in the event of and with

respect to a Benchmark Transition Event, the Replacement Spread pursuant to Section 2.2.3(e) hereof).

“Spread

Maintenance Date” shall mean the eighteenth (18th) Payment Date after the closing of the Loan.

“Spread

Maintenance Premium” shall mean, with respect to any payment or prepayment of Principal (or acceleration of the Loan) prior

to the Spread Maintenance Date, an amount equal to the product of the following: (i) the amount of such prepayment (or the amount of Principal

so accelerated), multiplied by (ii) the Spread, multiplied by (iii) a fraction (expressed as a percentage) having a numerator equal to

the number of days from the commencement of the next succeeding Interest Period (which may also be the prepayment date) through and including

the end of the Interest Period at the Spread Maintenance Date and a denominator equal to 360. The calculation of the Spread Maintenance

Premium shall be made by Lender and shall, absent manifest error, be final, conclusive and binding upon the parties.

“State”

shall mean as to any Property, the state in which such Property is located.

“Stated

Maturity Date” shall mean October 9, 2028 (the “Initial Stated Maturity Date”), as such date may

be changed in accordance with Section 2.2.7 hereof. If the term of the Loan has been extended pursuant to Section 2.8 hereof,

the “Stated Maturity Date” shall mean the Extended Maturity Date.

“Stewards”

shall mean Stewards, Inc., a Nevada corporation.

“Strike

Rate” means (x) for so long as the Benchmark is Term SOFR, 4.50% per annum, and (y) following a Benchmark Transition Event

and the Benchmark Replacement Date with respect thereto, a replacement strike rate as determined by Lender in an amount that would provide

an approximation of the protection under a replacement Interest Rate Protection Agreement that Lender would have received if the Benchmark

Transition Event had not occurred.

“Surveys”

shall mean the surveys of the Properties prepared by a surveyor licensed in the State and satisfactory to Lender and the company or companies

issuing the Title Insurance Policies, and containing a certification of such surveyor satisfactory to Lender.

“Taxes”

shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,

fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Temporary

Apartment Rental” shall mean any lease or license of all or any portion of a unit (i) on a short term basis (i.e., hourly,

daily or weekly basis for a term of less than thirty (30) days) or (ii) resulting from any advertisement or listing of the availability

of the unit for rental on an hourly, daily or weekly or other short term basis in any newspaper, internet (e.g. airbnb.com, VRBO.com,

Vacasa, tripadvisor.com or any other website or similar service) or any other similar forum.

“Term”

shall mean the entire term of this Agreement, which shall expire upon repayment in full of the Debt and full performance of each and every

obligation to be performed by Borrowers pursuant to the Loan Documents.

“Term

SOFR” shall mean, with respect to each Interest Period, the Term SOFR Reference Rate for a one-month period as determined

by Lender on the Periodic Term SOFR Determination Day with respect to such Interest Period, as such rate is published by the Term SOFR

Administrator; provided, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR

Reference Rate for a one-month period has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect

to the Term SOFR Reference Rate has not occurred, then Term SOFR for the related Interest Period will be the Term SOFR Reference Rate

for a one-month period as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for

which such Term SOFR Reference Rate for a one-month period was published by the Term SOFR Administrator. Notwithstanding the foregoing

or anything herein to the contrary, in no event shall Term SOFR be less than the Benchmark Floor.

“Term

SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term

SOFR Reference Rate selected by Lender in its sole but good faith discretion).

“Term SOFR

Reference Rate” shall mean the forward-looking term rate for a one-month period based on SOFR currently identified on the

Term SOFR Administrator’s website at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html.

“Title

Insurance Policies” shall mean the ALTA mortgagee title insurance policies in the form acceptable to Lender issued with

respect to each Property and insuring the Liens of the Mortgages.

“Transfer” shall mean:

(i)

any direct or indirect sale, conveyance, transfer, encumbrance, pledge, hypothecation, lease or assignment

of lease, or the entry into any agreement to sell, convey, transfer, encumber, pledge, hypothecate, lease or assign, whether voluntary

or involuntary, by law or otherwise, whether or not for consideration or of record, of, on, in or affecting (a) all or part of any Property

or the Collateral (including any legal or beneficial direct or indirect interest therein), (b) any direct or indirect interest in any

Borrower (including any preferred equity interest, profit interest or rights to distribution of cash), or

interest in Sole Member;

(ii)

entering into or subjecting any Property to a PACE Loan;

(iii)

with respect to any Borrower or Sole Member or any Person that has a direct or indirect interest

in any Borrower, the division (whether pursuant to Section 18-217 of the Delaware Act or otherwise) of any assets and liabilities of such

entity amongst one or more new or existing entities; or

(iv)

any change of Control of any Borrower or Sole Member.

For purposes

hereof, (A) a Transfer of an interest in a Borrower or Sole Member shall be deemed to include (y) with respect to a corporation, the voluntary

or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly

controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock in one or a series of transactions

by which an aggregate of more than twenty percent (20%) of such corporation’s stock shall be vested in a party or parties who are

not now stockholders or any change in the control of such corporation and (z) with respect to a limited or general partnership, joint

venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner,

joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the

transfer of the interest of any joint venturer or member and (B) a change of Control of a Borrower or Sole Member shall be deemed to have

occurred if (y) there is any change in the identity of any individual or entity or any group of individuals or entities who have the right,

by virtue of any partnership agreement, articles of incorporation, by-laws, articles of organization, operating agreement or any other

agreement, with or without taking any formative action, to cause a Borrower (or Sole Member) to take some action or to prevent, restrict

or impede such Borrower (or Sole Member) from taking some action which, in either case, such Borrower (or Sole Member) could take or could

refrain from taking were it not for the rights of such

individuals

or (z) the individual or entity or group of individuals or entities that Control (pursuant to clause (ii) of the definition of “Control”

herein) a Borrower (and Sole Member) as described in clause (y) ever cease to Control (pursuant to clause (ii) of the definition

of “Control” herein) the day to day operations of such Borrower and Sole Member.

“UCC”

shall mean, with respect to each Property, the Uniform Commercial Code as in effect in the state in which such Property is located; provided,

however, that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection or priority

of the security interest in any item or portion of the collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction

other than the State in which such Property is located, “UCC” shall mean the Uniform Commercial Code as in effect in such

other jurisdiction for purposes of the provisions of this Agreement and the other Loan Documents relating to such perfection or effect

of perfection or non-perfection or priority.

“U.S.

Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the

Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members

be closed for the entire day for purposes of trading in United States government securities.

“Welfare

Plan” shall mean any employee welfare benefit plan, as defined in Section 3(1) of ERISA, established, maintained or sponsored

by any Borrower, any Guarantor or any of their respective subsidiaries.

“Zoning

Report” shall mean that certain Key Zoning Assessment with respect to the Properties prepared by Key Zoning Assessments,

LLC (KZA 2026.1406.1) and dated September 16, 2026.

1.2

Index of Other Definitions.

The following terms are defined in the sections or Loan Documents indicated below:

“Acceptable Blanket Policy” - 7.1.2

“Acceptable SMBC Credit Support Party” -

1.1 (Definition of Acceptable Counterparty) “Additional Operating Expense” - 6.3.7(a)

“Affected Financial Institution” -

10.33 “Annual Budget” - 6.3.6

“Approved Additional Operating Expense”

- 6.3.7(a) “Approved Annual Budget” - 6.3.6

“Approved Capital Expenses Budget” - 6.3.6

“Approved Operating Budget” - 6.3.6

“Assignment of Leases and Rents” - 1.1

(Definition of Loan Documents) “Available Cash” - 3.15(a)

“Award” - 7.3.2

“Bail-In Action” - 10.33 “Bail-In

Legislation” - 10.33

“Bankruptcy Code”- 1.1 (Definition of Insolvency Proceeding)

“Borrower Obligation” - 10.34(c) “Borrower’s

Recourse Liabilities” - 10.1 “Broker” - 10.2

“Capital Expense Reserve Subaccount” - 3.5

“Cash Collateral Subaccount” - 3.10

“Cash Management Account” - 3.1

“Cash Management System Accounts” - 3.14

“Cash Management Agreement” - 1.1 (Definition

of Loan Documents) “Casualty” - 7.2.1

“Casualty/Condemnation Prepayment” - 2.3.2

“Casualty/Condemnation Subaccount” - 3.8 “Cause” - Schedule 5

“Clearing Account” - 3.1

“Clearing Account Agreement” - 1.1 (Definition

of Loan Documents) “Clearing Bank” - 3.1

“Condemnation” - 7.3.1 “Delaware

Act” - Schedule 5 “Disclosure Document” - 9.1.2 “Easements” - 4.14

“EEA Financial Institution” - 10.33 “EEA

Member Country” - 10.33 “EEA Resolution Authority” - 10.33 “Embargoed Person” - 5.31(b)

“Environmental Laws” - 4.21

“Envy Recreational Guaranty” - 1.1

(Definition of Loan Documents) “Equipment” - Mortgage

“Equity Collateral Enforcement Action” –

10.1 “Equity Collateral Transfer Date” – 10.1

“EU Bail-In Legislation Schedule” –

10.33 “Event of Default” - 8.1

“Exchange Act” - 9.1.2 “Extended

Maturity Date” - 2.8 “Extension Period” - 2.8

“Fitch” - 1.1 (Definition

of Rating Agency) “Government Lists” - 4.30(b)

“Guarantor” – 1.1 (Definition of Guarantors)

“Guaranty” - 1.1 (Definition of Loan Documents) “Hazardous Substances” - 4.21

“Improvements” - Mortgage “Indemnified

Liabilities” - 5.30 “Indemnified Party” - 5.30 “Independent Director” - Schedule 5 “Independent

Manager” - Schedule 5

“Initial Shortfall Reserve Deposit” - 3.11(a)

“Initial Cash Management Period” - 1.1 (Definition

of Cash Management Period) “Initial Interest Period” - 1.1 (Definition of Interest Period)

“Initial Stated Maturity Date” - 1.1

(Definition of Stated Maturity Date) “Insurance Premiums” - 7.1.2

“Insurance Subaccount” - 3.4 “Insured

Casualty” - 7.2.2 “Intellectual Property” - 4.28

“Interest Rate Protection Agreement” - 2.6.1

“Issuer” - 9.1.3

“Key Principal” – 1.1 (Definition

of Key Principals) “KYC Threshold” - 1.1 (Definition of Permitted Transfer) “Late Payment Charge”

- 2.5.3

“Lender Group” - 9.1.3 “Lender’s

Consultant” - 5.8.1 “Liabilities” - 9.1.3

“Licenses” - 4.11

“Loan” - 2.1

“Loan Amount” - 2.1

“Management Fee Cap” - 1.1 (Definition of

Monthly Operating Expense Budgeted Amount)

“Manager Consent” - 1.1 (Definition of

Loan Documents) “Marina” – 1.1 (Definition of Properties)

“Moody’s” - 1.1 (Definition

of Rating Agency) “Mortgages” - 1.1 (Definition of Loan Documents) “Nationally Recognized Service Company”

- Schedule 5 “New Payment Date” - 2.2.7

“Note”

- 1.1 (Definition of Loan Documents) “Notice” - 6.1

“O & M Program” - 5.8.3 “OFAC”

- 4.30(b)

“Participant Register” - 10.34(b) “Patriot

Act” - 5.31

“Patriot Act Offense” - 4.30(b)

“Payment Guaranty” - 1.1 (Definition of Loan Documents)

“Periodic Term SOFR Determination Day” - 1.1 (Definition

of Interest Determination Date) “Permitted Indebtedness” - 5.22

“Policies” - 7.1.2

“Proceeds” - 7.2.2

“Proposed Material Lease” - 5.10.2 “Provided

Information” - 9.1.1 “Qualified Carrier” - 7.1.1

“Real Estate Taxes” - 1.1 (Definition of

Property Taxes) “Register” - 10.34(c)

“Registration Statement” - 9.1.3 “Remedial

Work” - 5.8.2

“Rent Roll” - 4.16

“Replacement Rate Notice” - 2.2.3(e) “Replacement

Spread” - 2.2.3(e)

“Required Records” - 6.3.9 “Required

Repairs” - 3.2.1

“Required Repairs Subaccount” - 3.2.2 “Restoration”

- 7.4.1

“Review Waiver” - 10.5

“Rollover Reserve Subaccount” - 3.6 “S&P”

- 1.1 (Definition of Rating Agency) “Secondary Market Transaction” - 9.1.1 “Securities” - 9.1.1

“Securities Act” - 9.1.2 “Securitization”

- 9.1.1

“Security Deposit Subaccount” - 3.9 “Security

Upgrade Reserve Subaccount” - 3.7 “Servicing Agreement” - 10.3

“Shortfall Reserve Replenishment Trigger Amount”

- 3.11(a) “Shortfall Reserve Subaccount” - 3.11(a)

“Significant Casualty” - 7.2.2

“Single Member Bankruptcy Remote LLC” -

Schedule 5 “Special Member”- Schedule 5

“Special Purpose Bankruptcy Remote Entity”

- 5.13 “Springing Recourse Event” - 10.1

“Subaccounts” - 3.1

“Subject Person” - 1.1 (Definition of Affiliate)

“Substitute IRPA” - 2.6.6(b)

“Tax Subaccount” - 3.3

“Tenant Direction Letter” - 3.1(c)

“Tokens” - 1.1 (Definition

of Permitted Transfer)

“Token Sponsor” - 1.1 (Definition of Permitted

Transfer) “Toxic Mold” - 4.21

“UK Financial Institution” - 10.33 “UK

Resolution Authority” - 10.33 “Underwriter Group” - 9.1.3 “Underwriters” - 9.1.3

“Write-Down and Conversion Powers” - 10.33

1.3 Principles

of Construction. Unless otherwise specified, (i) all references to sections and schedules

are to those in this Agreement, (ii) the words “hereof,” “herein” and “hereunder” and words of

similar import refer to this Agreement as a whole and not to any particular provision, (iii) all definitions are equally applicable

to the singular and plural forms of the terms defined, (iv) the word “including” means “including but not limited

to,” and (v) accounting

terms not specifically defined herein shall be construed in accordance with GAAP.

GENERAL LOAN TERMS

2.1

The Loan. Subject to and

upon the terms and conditions set forth herein, Lender is making a loan (the “Loan”) to Borrowers on the date

hereof, in the original principal amount of Forty-Seven Million Seven Hundred Thousand and No/100 Dollars ($47,700,000.00) (the “Loan

Amount”),

which shall mature on the Stated Maturity Date. Each Borrower acknowledges receipt of the Loan, the proceeds of which are being and shall

be used to (i) repay and discharge existing loans relating to the Properties, (ii) fund certain of the Subaccounts, and (iii) pay transaction

costs. Any excess proceeds may be used for any lawful purpose. Borrowers shall receive only one borrowing hereunder in respect of the

Loan and no amount repaid in respect of the Loan may be reborrowed. The Loan shall be evidenced by the Note and shall be repaid in accordance

with the terms of this Agreement, the Note and the other Loan Documents.

2.2

Interest; Monthly Payments.

2.2.1

Generally. From and after

the date hereof, interest on the outstanding Principal shall accrue at the Interest Rate and be due and payable as hereinafter provided.

(a)

On the date hereof, Borrowers shall pay interest on the unpaid Principal at the Interest Rate from

September 22, 2026, through and including the last day of the Initial Interest Period.

(b)

On November 9, 2026, and each Payment Date thereafter through and including the Maturity Date, Borrowers

shall pay interest on the unpaid Principal which has accrued through the last day of the Interest Period immediately preceding such Payment

Date (unless such Payment Date is the first day of an Interest Period, in which case Borrowers shall, on such Payment Date, pay interest

on the unpaid Principal accrued through the last day of the Interest Period that ended immediately preceding such Payment Date).

(c)

All accrued and unpaid interest and unpaid Principal shall be due and payable on the Maturity Date.

If the Loan is repaid on any date other than on a Payment Date (whether prior to or after the Stated Maturity Date), Borrowers shall also

pay interest that would have accrued on such repaid Principal at the Interest Rate through and including the last day of the Interest

Period in which such payment is made.

2.2.2

Default Rate. After the

occurrence and during the continuance of an Event of Default, the entire unpaid Debt shall bear interest at the Default Rate, calculated

from the date such payment was due or such underlying Default shall have occurred without regard to any grace or cure periods contained

herein, and shall be payable within ten (10) Business Days of written demand therefor from time to time, to the extent permitted by applicable

law.

2.2.3

Effect of a Benchmark Transition Event.

(a)

Notwithstanding anything to the contrary herein or in any other Loan Document, if Lender has determined

that a Benchmark Transition Event and its related Benchmark Replacement Date, have occurred on or prior to the Interest Determination

Date in respect of any determination of the Benchmark for any Interest Period, the Benchmark Replacement will replace the then-current

Benchmark for all purposes under this Agreement and under any other Loan Document in respect of such Interest Determination Date and all

determinations on all subsequent dates, without requiring any amendment to, or further action by, or consent of Borrowers or any other

party to this Agreement or any other Loan Document.

(b)

In connection with either the use or administration of Term SOFR or the use, administration, adoption

or implementation of any Benchmark Replacement, Lender will have the right to make Benchmark Conforming Changes from time to time and,

notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Conforming Changes

will become effective without requiring any further action by, or consent of Borrowers or of any other party to, this Agreement or any

other Loan Document. Borrowers shall promptly pay to Lender, within ten (10) Business Days of written demand therefor, any additional

amounts necessary to compensate Lender for any costs incurred by Lender in making any conversion or Benchmark Conforming Changes in accordance

with this Agreement.

(c)

Lender will promptly notify Borrowers of (i) any occurrence of (A) a future Benchmark Transition

Event (it being acknowledged that a Benchmark Transition Event has previously occurred as indicated in the definition thereof) and (B)

the Benchmark Replacement Date with respect thereto, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of

any Benchmark Conforming Changes, and (iv) the commencement or conclusion of any Benchmark Unavailability Period.

(d)

If Lender determines that adequate and reasonable means do not exist for ascertaining the then-current

Benchmark, as of any Interest Determination Date or if Lender determines that it is unlawful to determine interest due and payable hereunder

with reference to the then-current Benchmark, Lender may give notice to Borrowers, whereupon the Benchmark portion of the interest rate

for such Interest Determination Date, and for all subsequent Interest Determination Dates until such notice has been withdrawn by Lender

(or until the occurrence of both (i) any Benchmark Transition Event with respect to the Benchmark which cannot be ascertained or is unlawful,

and (ii) the related Benchmark Replacement Date), the Benchmark shall be determined pursuant to Section 2.2.3(h) hereof unless

and until a Benchmark Replacement is determined by Lender pursuant to the definition of “Benchmark Replacement” and, subject

to satisfaction or waiver by Lender of the Benchmark Replacement Condition, the Benchmark Replacement Date has occurred with respect to

such Benchmark Replacement.

(e)

Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, upon the

occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, Lender may replace the current Benchmark with a

Benchmark Replacement and set a replacement spread determined by Lender pursuant to this Section 2.2.3(e) that (when added to the

applicable Benchmark Replacement) shall be no less than the approximation of the return that Lender would have received if the Benchmark

Transition Event and related Benchmark Replacement Date had not occurred (the “Replacement Spread”); provided

that, in determining the Replacement Spread (i) Lender may consider the spread, any margin, continuing interest rate protection agreement

requirements, and other economic factors that would be implemented simultaneously with the selection of such Benchmark Replacement for

the purpose of preserving Lender’s, and Borrowers’ intent relative to the economics of the Loan prior to the Benchmark Transition

Event and (ii) Lender may give due consideration to (A) any selection or recommendation of a spread adjustment, or method for calculating

or determining such spread adjustment, for the replacement of the then current Benchmark with the Benchmark Replacement by the Relevant

Governmental Body or (B) Industry Accepted Practices. Lender shall provide written notice to Borrowers of any new Benchmark Replacement

and the Replacement Spread associated therewith (the “Replacement Rate Notice”), which notice shall (y) identify

both the

Benchmark Replacement

and the Replacement Spread applicable thereto (which shall be used to calculate the Interest Rate until such time, if any, as Lender determines

that the current Benchmark should be replaced pursuant to this Section 2.2.3(e)) and (z) set forth the date such new Interest Rate

shall become effective, which shall be on the first day of the immediately succeeding Interest Period or such other effective date determined

by Lender and set forth therein. Any determination, decision or election that may be made by Lender pursuant to this Section 2.2.3(e)

will be conclusive and binding absent manifest error and may be made its sole but good faith discretion and without consent from any other

party to this Agreement or any other Loan Document.

(f)

Lender does not warrant or accept responsibility for, and shall not have any liability with respect

to (i) the administration of, submission of, calculation of or any other matter related to the rates in the definition of Term SOFR and

Term SOFR Reference Rate, any component definition thereof or rates referenced in the definition thereof or any alternative, comparable

or successor rate thereto (including any then current Benchmark or any Benchmark Replacement), including whether the composition or characteristics

of any such alternative, comparable or successor rate (including any Benchmark Replacement) will be similar to, or produce the same value

or economic equivalence of, or have the same volume or liquidity as, Term SOFR and/or the Term SOFR Reference Rate or (ii) the effect,

implementation or composition of any Benchmark Conforming Changes. Borrowers agree Lender shall not be liable in any manner for its selection

of a Benchmark Replacement or the reliability, availability and/or economic returns intended when Lender chose the then current Benchmark,

provided that Lender makes such selection in good faith and the same is generally being applied across Lender’s commercial real

estate loan portfolio.

(g)

Any change in the rate of interest hereunder, including any determination, decision or election that

may be made by Lender pursuant to this Section and any determination with respect to a rate or adjustment or of the occurrence or non-occurrence

of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, due to a change in the

Interest Rate shall become effective as of the opening of business on the first day on which such change in the Interest Rate shall become

effective. Each determination or election made by Lender pursuant to this Section, including any determination with respect to a rate

or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking

any action or any selection, shall be conclusive and binding for all purposes, absent manifest error and may be made in Lender’s

sole discretion and without consent from Borrowers or any other party to this Agreement or any other Loan Document.

(h)

During the continuance of any Benchmark Unavailability Period or any period set forth in Section

2.2.3(d) hereof for which the Benchmark is to be determined pursuant to this Section 2.2.3(h), the Benchmark shall be the Prime

Rate.

2.2.4

Taxes.

(a)

Any and all payments by or on account of any obligation of Borrowers hereunder and under the other

Loan Documents shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law.

If any applicable law requires the deduction or withholding of any Tax from any such payment by Borrowers, then Borrowers shall be entitled

to make such deduction or withholding and shall timely pay the full

amount deducted or

withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum

payable by Borrowers shall be increased as necessary so that after such deduction or withholding has been made (including such deductions

and withholdings applicable to additional sums payable under this Section) Lender receives an amount equal to the sum it would have received

had no such deduction or withholding been made.

(b)

Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable law,

or at the option of Lender timely reimburse it for the payment of, any Other Taxes.

(c)

Each Borrower shall jointly and severally indemnify Lender, within 10 Business Days after demand

therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts

payable under this Section) payable or paid by Lender or required to be withheld or deducted from a payment to Lender and any reasonable

expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted

by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender

shall be conclusive absent manifest error.

(d)

As soon as practicable after any payment of Taxes by Borrowers or any Guarantor to a Governmental

Authority pursuant to this Section 2.2.4, Borrowers or such Guarantor, as applicable, shall deliver to Lender the original or a

certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment

or other evidence of such payment reasonably satisfactory to Lender.

(e)

If Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments

made under any Loan Document, Lender shall deliver to Borrowers, at the time or times reasonably requested by Borrowers, such properly

completed and executed documentation reasonably requested by Borrowers as will permit such payments to be made without withholding or

at a reduced rate of withholding. In addition, if reasonably requested by Borrowers, Lender shall deliver such other documentation prescribed

by applicable law or reasonably requested by Borrowers as will enable Borrowers to determine whether or not Lender is subject to backup

withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,

execution and submission of such documentation shall not be required if in Lender’s reasonable judgment such completion, execution

or submission would subject Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial

position of Lender.

(f)

Each party’s obligations under this Section 2.2.4 shall survive any assignment of rights

by, or the replacement of, Lender, and the repayment, satisfaction or discharge of all obligations under any Loan Document.

2.2.5

Change in Law; Additional Costs.

If any Regulatory Change or any other change in the interpretation or application of any requirement of law, or compliance by Lender with

any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority

(it being expressly agreed that the Dodd-Frank Wall

Street Reform and Consumer

Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a

change in law and/or a change in capital adequacy requirements, as applicable, regardless of the date enacted, adopted or issued) shall

hereafter:

(a)

impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement

against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by,

or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of the Benchmark hereunder;

(b)

have the effect of reducing the rate of return on Lender’s capital as a consequence of its

obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into

consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material; or

(c)

impose on Lender any other condition and the result of any of the foregoing is to increase the cost

to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such

case, Borrowers shall promptly pay Lender, within ten (10) Business Days of written demand therefor, any additional amounts necessary

to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as reasonably determined

by Lender, provided that such demand by Lender shall apply to all loans similarly affected by such change. Payments pursuant to this Section

2.2.5 shall be made within ten (10) days after the date Lender makes written demand therefor. Lender shall not be entitled to claim

compensation pursuant to this Section 2.2.5 for any increased cost or reduction in amounts received or receivable hereunder, or

any reduced rate of return, which was incurred or which accrued more than ninety (90) days before the date Lender notified Borrowers of

the change in law or other circumstance on which such claim of compensation is based and delivered to Borrowers a written statement setting

forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this subsection, which statement shall

be conclusive and binding upon all parties hereto absent manifest error. Borrowers’ obligations under this Section 2.2.5

shall survive the payment of the Debt.

2.2.6

Breakage Indemnity. Borrowers

shall indemnify Lender against any loss or expense which Lender may actually sustain or incur in liquidating or redeploying deposits from

third parties acquired to effect or maintain the Loan or any part thereof as a consequence of (i) any payment or prepayment of the Loan

or any portion thereof made on a date other than a Payment Date, (ii) any payment or prepayment of the Loan or any portion thereof made

on a date that is a Payment Date if Borrowers did not give the prior written notice of such prepayment required pursuant to the terms

of this Agreement, (iii) intentionally omitted, and/or (iv) the occurrence of the Benchmark Replacement Date. Lender shall deliver to

Borrowers a statement for any such sums which it is entitled to receive pursuant to this Section 2.2.6, which statement shall be

binding and conclusive absent manifest error. Borrowers’ obligations under this Section 2.2.6 are in addition to Borrowers’

obligations to pay any Exit Fee and Spread Maintenance Premium applicable to a payment or prepayment of Principal and shall survive the

payment of the Debt.

2.2.7

New Payment Date. Lender

shall have the right, to be exercised not more than once during the term of the Loan (other than as a result of Benchmark Conforming Changes),

to change the Payment Date to a date other than the ninth (9th) day of each month (a “New

Payment Date”), on thirty (30) days’ written notice to Borrowers; provided, however, that any

such change in the Payment Date: (a) shall not modify the amount of regularly scheduled monthly principal and interest payments, except

that the first payment of principal and interest payable on the New Payment Date shall be accompanied by interest at the interest rate

herein provided for the period from the Payment Date in the month in which the New Payment Date first occurs to the New Payment Date,

and (b) shall change the Stated Maturity Date to the New Payment Date occurring in the month set forth in the definition of Stated Maturity

Date.

2.3

Loan Repayment.

2.3.1

Repayment. Borrowers shall

pay to Lender on the Maturity Date the entire outstanding principal balance of the Loan, all accrued and unpaid interest and all other

amounts due and owing under the Loan Documents, including all interest that would accrue on the outstanding principal balance of the Loan

through and including the end of the Interest Period in which the Maturity Date occurs (even if such Interest Period extends beyond the

Maturity Date).Borrowers shall have no right to prepay all or any portion of the Principal except in accordance with Sections 2.3.2,

2.3.3 and 2.4.2 hereof. Except during the continuance of an Event of Default, all proceeds of any repayment, including any

prepayments of the Loan, shall be applied by Lender as follows in the following order of priority: First, accrued and unpaid interest

at the Interest Rate; Second, to Principal; and Third, to the Administrative Fee, the Exit Fee and any other amounts then

due and owing under the Loan Documents, including the Spread Maintenance Premium (if such repayment or prepayment occurs prior to the

Spread Maintenance Date). If prior to the then-scheduled Stated Maturity Date the Debt is accelerated by reason of an Event of Default,

then Lender shall be entitled to receive, in addition to the unpaid Principal and accrued interest and other sums due under the Loan Documents,

an amount equal to the Exit Fee applicable to such Principal so accelerated. Any repayment made pursuant to this Section 2.3.1

shall be subject to payment of the Spread Maintenance Premium pursuant to Section 10.20 hereof, to the extent applicable. During

the continuance of an Event of Default, all proceeds of repayment, including any payment or recovery on one or more of the Properties

(or any portion thereof) (whether through foreclosure, deed-in-lieu of foreclosure, or otherwise) shall, unless otherwise provided in

the Loan Documents, be applied in such order and in such manner as Lender shall elect.

2.3.2

Mandatory Prepayments.

The Loan is subject to mandatory prepayment in certain instances of Insured Casualty or Condemnation (each a “Casualty/Condemnation

Prepayment”), in the manner and to the extent set forth in Section 7.4.2 hereof. Each Casualty/Condemnation Prepayment,

after deducting Lender’s costs and expenses (including reasonable attorneys’ fees and expenses) in connection with the settlement

or collection of the Proceeds or Award, shall be applied in the same manner as repayments under Section 2.3.1 hereof, and if such

Casualty/Condemnation Prepayment is made on any date other than a Payment Date, then such Casualty/Condemnation Prepayment shall include

interest that would have accrued on the Principal prepaid through and including the last day of the Interest Period in which such payment

is made. Provided that no Event of Default is continuing, any such mandatory prepayment under this Section 2.3.2 shall be without

the payment of the Spread Maintenance

Premium, but subject

to the payment of the Exit Fee. Notwithstanding anything to the contrary contained herein, each Casualty/Condemnation Prepayment shall

be applied in inverse order of maturity and shall not extend or postpone the due dates of the monthly installments due under the Note

or this Agreement, or change the amounts of such installments.

2.3.3

Optional Prepayments.

Provided no Event of Default has occurred and is continuing, Borrowers shall have the right to prepay all or any portion of the Principal

on any Payment Date provided that Borrowers give Lender at least fifteen (15) days prior written notice thereof and such prepayment is

accompanied by (a) the Spread Maintenance Premium applicable thereto (if such prepayment occurs prior to the Spread Maintenance Date)

and (b) the Exit Fee applicable thereto. Borrowers may modify, revoke or cancel any such prepayment notice so long as (i) Borrowers provide

written notice to Lender of such modification, revocation or cancellation on or before the date that is two (2) Business Days prior to

the prepayment date set forth in such prepayment notice and (ii) Borrowers pay a processing fee equal to all out-of-pocket costs and expenses

actually incurred by Lender as a result of such revocation, cancellation or modification, including any amounts pursuant to Section

2.2.6 hereof. If any such prepayment is not made on a Payment Date, Borrowers shall also pay interest that would have accrued on such

prepaid Principal through and including the last day of the Interest Period in which such payment is made.

2.3.4

Prepayments; Generally.

Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document regardless of whether any prepayment is

made on a Payment Date or a date that is not a Payment Date (but subject to any prepayment restrictions and conditions set forth in the

Loan Documents), in connection with such prepayment Borrowers shall pay to Lender, simultaneously with such prepayment, all interest on

the principal balance of the Loan then being prepaid which would have accrued through and including the last day of such Interest Period

then in effect notwithstanding that such Interest Period extends beyond the prepayment date. Any prepayment received by Lender on a date

other than a Payment Date shall be held by Lender as collateral security for the Loan and shall be applied to the Debt on the next Payment

Date.

2.4

Release of Properties on Payment in Full.

Lender shall, upon the written request and at the expense of Borrowers, upon payment in full of the Debt in accordance herewith, release

or, if requested by Borrowers, assign to Borrowers’ designee (without any representation or warranty by and without any recourse

against Lender whatsoever) the Liens of the Loan Documents if not theretofore released. In connection with the releases of the Liens,

Borrowers shall submit to Lender, not less than ten (10) Business Days prior to the date of repayment (or such shorter time as is reasonably

acceptable to Lender), releases of Liens (and related Loan Documents) for execution by Lender. Such releases shall be in a form appropriate

in the jurisdiction in which the Properties are located and contain standard provisions protecting the rights of the releasing lender.

In addition, Borrowers shall provide all other documentation Lender reasonably requires to be delivered by Borrowers in connection with

such releases. Borrowers shall pay all costs, Taxes and expenses associated with the releases of the Liens of the Mortgages, including

Lender’s reasonable attorneys’ fees.

2.5

Payments and Computations.

2.5.1

Making of Payments. Each

payment by a Borrower or Borrowers shall be made in funds settled through the New York Clearing House Interbank Payments System or other

funds immediately available to Lender by 2:00 p.m., New York City time, on the date such payment is due, to Lender by deposit to such

account as Lender may designate by written notice (which notice may be sent by email) to Borrowers. Other than payments due on a Payment

Date or the Stated Maturity Date (which shall be subject to a preceding Business Day convention as set forth in the definition of Payment

Date), whenever any other payment shall be stated to be due on a day that is not a Business Day, such payment shall be made on the first

Business Day thereafter (notwithstanding such adjustment of due dates, Borrowers shall not be entitled to any deduction of interest due

under this Agreement, the Note or any of the other Loan Documents). All such payments shall be made irrespective of, and without any deduction,

set-off or counterclaim whatsoever and are payable without relief from valuation and appraisement laws and with all costs and charges

incurred in the collection or enforcement thereof, including attorneys’ fees and court costs.

2.5.2

Computations. Interest

payable under the Loan Documents shall be computed on the basis of the actual number of days elapsed over a 360-day year.

2.5.3

Late Payment Charge. If

any Principal, interest or other sum due under any Loan Document is not paid by Borrowers on the date on which it is due (other than payment

of Principal on the Maturity Date or any acceleration thereof), Borrowers shall pay to Lender within ten (10) Business Days of written

demand therefor an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law

(the “Late Payment Charge”), in order to defray the expense incurred by Lender in handling and processing such

delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Such amount shall be secured by the Loan

Documents. The acceptance of a Late Payment Charge hereunder shall not constitute a waiver by Lender of any Event of Default then existing

pursuant to the Loan Documents. Lender’s failure to collect a Late Payment Charge at any time shall not constitute a waiver of Lender’s

right thereafter, at any time and from time to time (including upon acceleration of the Note or upon payment in full of the Loan), to

collect such previously uncollected Late Payment Charge or to collect subsequently accruing Late Payment Charges.

2.6

Interest Rate Protection Agreements.

2.6.1

Interest Rate Protection Agreement.

As of the date hereof, Borrowers have entered into, made all payments required under, and satisfied all conditions precedent to the effectiveness

of, an interest rate protection agreement that satisfies all of the following conditions (such interest rate protection agreement together

with (i) any extension thereof or (ii) any other interest rate protection agreement entered into pursuant to Sections 2.6.1(d)

or 2.8 hereof, being referred to herein as the “Interest Rate Protection Agreement”):

(a)

The Interest Rate Protection Agreement (i) is with an Acceptable Counterparty, (ii) has a term ending

no earlier than the then-scheduled Stated Maturity Date, (iii) is an interest rate cap (A) in respect of a notional amount not less than

the maximum principal

amount of the Loan

and (B) that shall have the effect of capping the Benchmark at the applicable Strike Rate and (iv) provides that the only obligation of

Borrowers thereunder is the making of a single payment upon the execution and delivery thereof.

(b)

Borrowers’ interest in such Interest Rate Protection Agreement has been assigned to Lender

pursuant to documentation satisfactory to Lender in form and substance, and the counterparty to such Interest Rate Protection Agreement

has executed and delivered to Lender an acknowledgment of such assignment, which acknowledgment includes such counterparty’s agreement

to pay directly into the Clearing Account all sums payable by such counterparty pursuant to the Interest Rate Protection Agreement and

shall otherwise be satisfactory to Lender in form and substance.

(c)

In connection with an Interest Rate Protection Agreement, Borrowers shall obtain and deliver to Lender

an opinion of counsel from counsel (in-house or independent) for the issuer of the Interest Rate Protection Agreement (upon which Lender

and its successors and assigns may rely) which shall provide in relevant part, that: (i) the issuer is duly organized, validly existing,

and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and

deliver, and to perform its obligations under, the Interest Rate Protection Agreement; (ii) the execution and delivery of the Interest

Rate Protection Agreement by the issuer, and any other agreement which the issuer has executed and delivered pursuant thereto, and the

performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision

of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction

binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by

the issuer of the Interest Rate Protection Agreement, and any other agreement which the issuer has executed and delivered pursuant thereto,

and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have

been duly complied with, and no other action by, and no notice to or filing with any Governmental Authority or regulatory body is required

for such execution, delivery or performance; and (iv) the Interest Rate Protection Agreement, and any other agreement which the issuer

has executed and delivered pursuant thereto, has been duly executed and delivered by the issuer and constitutes the legal, valid and binding

obligation of the issuer, enforceable against the issuer in accordance with its terms, subject to applicable bankruptcy, insolvency and

similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless

of whether enforcement is sought in a proceeding in equity or at law).

(d)

In the event of any downgrade, withdrawal or qualification of the rating of the issuer of the Interest

Rate Protection Agreement below (x) a long-term unsecured debt rating of “A-” by S&P or (y) a long-term unsecured debt

rating of “A3” by Moody’s, Borrowers shall either (i) replace (or cause the cap provider to replace) the Interest Rate

Protection Agreement with a replacement Interest Rate Protection Agreement from an Acceptable Counterparty (with terms identical to the

Interest Rate Protection Agreement being replaced, or otherwise approved by Lender in its reasonable discretion and the Rating Agencies)

or (ii) if a guaranty was delivered in connection with the Interest Rate Protection Agreement from an Acceptable Counterparty at closing,

cause the issuer to provide a replacement guaranty of its obligations under the Interest Rate Protection Agreement from another Acceptable

Counterparty not later than thirty (30) days

following receipt of notice from

Lender or the Servicer of such downgrade, withdrawal or qualification.

2.6.2

Execution of Documents. Borrowers

shall promptly execute and deliver to the counterparty of the Interest Rate Protection Agreement such confirmations and agreements as

may be requested by such counterparty in connection with such Interest Rate Protection Agreement.

2.6.3

No Obligation of Lender. Borrowers

agree that Lender shall not have any obligation, duty or responsibility to any Borrower or any other Person by reason of, or in connection

with, any Interest Rate Protection Agreement (including any duty to provide or arrange any Interest Rate Protection Agreement, to consent

to any mortgage or pledge of any Property or any portion thereof as security for Borrowers’ performance of its obligations under

any Interest Rate Protection Agreement, or to provide any credit or financial support for the obligations of Borrowers or any other Person

thereunder or with respect thereto). No Interest Rate Protection Agreement shall alter, impair, restrict, limit or modify in any respect

the obligation of Borrowers to pay interest on the Loan as and when the same becomes due and payable in accordance with the provisions

of the Loan Documents.

2.6.4

Receipts from Interest Rate Protection Agreements.

All payments made by the counterparty to the Interest Rate Protection Agreement shall be deposited into the Clearing Account and applied

in the same manner as Rents are applied under Section 3.15 hereof.

2.6.5

Failure to Provide Interest Rate Protection Agreement.

If Borrowers breach their obligation to enter into, extend, modify or replace an Interest Rate Protection Agreement to the extent required

hereunder, Lender may, but shall have no obligation to, at Borrowers’ sole cost and expense and on Borrowers’ behalf, enter

into, extend, modify and/or replace an Interest Rate Protection Agreement as so required. Lender is hereby irrevocably appointed the true

and lawful attorney of Borrowers (coupled with an interest), in its name and stead, to execute such an Interest Rate Protection Agreement

and all necessary documents ancillary thereto, and for that purpose Lender may execute all necessary agreements and instruments, Borrowers

hereby ratifying and confirming all that its said attorney shall lawfully do by virtue hereof. All fees, costs and expenses incurred by

Lender (including reasonable attorneys’ fees), together with interest thereon at the Default Rate until paid to Lender pursuant

to this Section 2.6.5 shall be paid by Borrowers within five (5) days after Lender’s demand and such sums and liabilities, including

such interest, shall be deemed and shall constitute advances under this Agreement and be evidenced by the Note and be secured by the Loan

Documents.

2.6.6

Benchmark Replacement; Substitute IRPA.

(a)

Notwithstanding anything to the contrary contained above in this Section 2.6, in Section

2.8(c) hereof or elsewhere in this Agreement, if, at any time, Lender gives Borrowers notice that a Benchmark Replacement has been

selected in accordance with Section

2.2.3 hereof, then:

(i)

within thirty (30) days after giving notice of such Benchmark Replacement Date, Borrowers shall enter

into, make all payments under, and satisfy all

conditions precedent

to the effectiveness of, a Substitute IRPA (and in connection therewith, but not prior to Borrowers taking all the actions described in

this clause (i), Borrowers shall have the right to terminate any then-existing Interest Rate Protection Agreement); and

(ii)

following such Benchmark Replacement Date, (x) in lieu of satisfying the condition described in Section

2.6.1(d) hereof with respect to the requirement to replace the Interest Rate Protection Agreement, Borrowers shall instead enter into,

make all payments under, and satisfy all conditions precedent to the effectiveness of a Substitute IRPA, and (y) in lieu of satisfying

the condition described in Section 2.8(c) hereof with respect to any Extension Period not then yet commenced, Borrowers shall instead

enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of a Substitute IRPA on or prior to the

first day of such Extension Period.

(b)

As used herein, “Substitute IRPA” shall mean an interest rate protection

agreement that satisfies all of the following requirements:

(i)

it has a term expiring no earlier than, in the case of Section 2.6.6(a)(i) hereof, the then-scheduled

Stated Maturity Date, and in the case of Section 2.6.6(a)(ii) hereof, the last day of the requested Extension Period;

(ii)

it has a notional amount not less than the maximum principal amount of the Loan;

(iii)

it provides that the only obligation of Borrowers thereunder is the making of a single payment to

the counterparty thereunder upon the execution and delivery thereof;

(iv)

it provides a hedge against increases in the Benchmark Replacement and has a strike rate that is

equal to or less than the applicable Strike Rate, as determined by Lender as of the Benchmark Replacement Date; and

(v)

without intending to limit any of the provisions of the preceding clauses (i) through (iv),

it satisfies all of the requirements of Sections 2.6.1(a) (other than clause (iii)(B) thereof), (b), (c) and (d)

hereof.

If a Substitute IRPA

is not then commercially available, then Borrowers may propose for Lender’s reasonable approval an alternative hedging instrument

that would afford Lender substantially equivalent protection from increases in the interest rate); provided, however, that

if Lender rejects Borrowers’ proposal, then Lender will direct the alternative and Borrowers shall comply with such directive.

(c)

From and after the date of any Rate Conversion, all provisions in this Agreement that refer or relate

to an “Interest Rate Protection Agreement” (other than Section 2.6.1(a)(iii)(B), Section 2.6.6(a)(i), Section

2.6.6(b)(iv), and this Section 2.6.6(c)) shall be deemed to refer or relate, as applicable, to a Substitute IRPA.

2.7

Fees; Spread Maintenance Premium.

2.7.1

Administrative Fee. Borrowers

shall pay the Administrative Fee on each Payment Date during the Term.

2.7.2

Origination Fee. On the

date hereof, Borrowers shall pay to Lender an origination fee equal to one percent (1.0%) of the Loan Amount, which origination fee shall

be deemed to be earned by Lender upon the funding of the Loan and shall not be considered “unmatured interest” (or the economic

equivalent thereof) under Section 502(b)(2) of the Bankruptcy Code.

2.7.3

Exit Fee. Upon any repayment

or prepayment of Principal (in whole or in part), Borrowers shall pay to Lender on the date of such repayment or prepayment the Exit Fee

applicable thereto. Upon any acceleration or final repayment of the Loan, Borrowers shall immediately pay to Lender on account of the

Exit Fee the amount by which (a) one percent (1%) of the original Principal exceeds (b) the total amount of Exit Fees theretofore paid

by Borrowers pursuant to this Section 2.7.3. All Exit Fees hereunder shall be deemed to be earned by Lender upon the funding of

the Loan.

2.7.4

Spread Maintenance Premium.

Upon any repayment or prepayment of Principal (including in connection with an acceleration of the Loan) made prior to the Spread Maintenance

Date, Borrowers shall pay to Lender on the date of such repayment or prepayment (or acceleration of the Loan) the Spread Maintenance Premium

applicable thereto. All Spread Maintenance Premium payments hereunder shall be deemed to be earned by Lender upon the funding of the Loan

and shall not be considered “unmatured interest” (or the economic equivalent thereof) under Section 502(b)(2) of the Bankruptcy

Code.

2.8

Extension Options. Borrowers

shall have the right, at their option, to extend the term of the Loan until October 9, 2029 (the “Extended Maturity Date”)

(and the period of time during such extension period being referred to herein as the “Extension Period”), by

giving notice of such extension to Lender at least thirty (30) days prior and not more than ninety (90) days prior to the commencement

of the requested Extension Period. Upon receipt of such request to extend the term of the Loan, Lender will confirm to Borrowers in writing

whether or not the term of the Loan will be so extended, which extension will be granted upon the satisfaction of the following conditions,

as determined by Lender:

(a)

no Event of Default exists at the time such request is made and on the then scheduled Stated Maturity

Date;

(b)

Borrowers deliver to Lender an Officer’s Certificate confirming the accuracy of the information

contained in clause (a) above and certifying that each of the representations and warranties of Borrower contained in the Loan

Documents is true, complete and correct in all material respects as of the date of such Officer’s Certificate to the extent such

representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time;

(c)

on or prior to the commencement of the requested Extension Period, Borrowers either (i) extend the

term of the Interest Rate Protection Agreement to a date not earlier

than the expiration

of the requested Extension Period or (ii) enter into a new interest rate protection agreement which expires no earlier than the expiration

of the requested Extension Period, and which extension or new agreement is in respect of a notional amount equal to the outstanding Principal

as of the first day of such requested Extension Period and is otherwise on the same terms set forth in Section 2.6.1 hereof (including

the delivery of such documents as set forth therein) and has the effect of capping the Benchmark at no more than the applicable Strike

Rate;

(d)

as of the commencement of the requested Extension Period, the Debt Yield (which shall be calculated

based on financial reports requested by Lender and delivered by Borrowers no earlier than sixty (60) days prior to the requested Extension

Period, and if such financial reports are not delivered by Borrowers within such period, this condition shall be deemed not satisfied)

is at least six and one-half percent (6.50%); provided that if the Debt Yield is less than such percentage Borrowers may

prepay a portion of the unpaid Principal to a level such that the Debt Yield is equal to or greater than such percentage, and any such

prepayment shall be subject to the payment of the Exit Fee;

(e)

in accordance with the terms and conditions of Section 3.11 hereof, on or before the commencement

of the Extension Period, in the event that the undisbursed balance of the Shortfall Reserve Subaccount is less than $400,000, Borrowers

shall be required to pay to Lender for deposit into the Shortfall Reserve Subaccount an amount such that the funds on deposit in the Shortfall

Reserve Subaccount (after giving effect to such deposit) shall be equal to the lesser of (i) $800,000 and (ii) the amount then determined

by Lender in its reasonable discretion to cover the projected and anticipated Shortfalls for the Extension Period;

(f)

no Material Adverse Effect shall have occurred at the time such request is made and on the then scheduled

Stated Maturity Date;

(g)

at Lender’s election, Lender shall have received updated title reports showing the Mortgage

as a prior and paramount lien on each of the Properties, that title to each of the Properties is vested in the applicable Borrower and

that no claim for mechanics’ or materialmen’s liens then encumber any of the Properties in violation of the terms and conditions

of this Agreement; and

(h)

Borrowers pay to Lender no later than the commencement of the requested Extension Period, an extension

fee in an amount equal to 0.50% of the outstanding Principal as of the first day of such requested Extension Period.

If Borrowers are

unable to satisfy all of the foregoing conditions within the applicable time frames for each, Lender shall have no obligation to extend

the term of the Loan hereunder.

CASH MANAGEMENT AND RESERVES

3.1

Cash Management Arrangements.

(a)

Borrowers shall (or shall cause Manager to) collect all Rents relating to the Properties, and thereafter

deposit all such Rents within one (1) Business Day of receipt into an Eligible Account (the “Clearing Account”)

established and maintained by Borrower at a bank

selected by

Borrower and reasonably approved by Lender, which shall at all times be an Eligible Institution (the “Clearing

Bank”) as more fully described in the Clearing Account Agreement; provided, however that the collection of Rents from

non-residential tenants of the Properties shall be governed by the terms of Section 3.1(b) hereof. Without in any way

limiting the foregoing, if Borrowers or Manager receive any Rents, then (a) such amounts shall be deemed to be collateral for the

Loan and shall be held in trust for the benefit, and as the property, of Lender, (b) such amounts shall not be commingled with any

other funds or property of Borrowers or Manager, and (c) Borrowers or Manager shall

deposit such amounts into the Clearing Account within one (1) Business Day of receipt. Funds deposited into the Clearing Account

shall be swept by the Clearing Bank on a daily basis into the applicable Borrower’s operating account at the Clearing Bank or

such other bank selected by Borrower, unless a Cash Management Period is continuing, in which event such funds shall be swept on a

daily basis into an Eligible Account at the Cash Management Bank controlled by Lender (the “Cash Management

Account”) and applied and disbursed in accordance with this Agreement and the Cash Management Agreement (provided

that, if the Cash Management Account is not open on the date that the first Cash Management Period commences, then such funds

shall, at the election of Lender, be swept by the Clearing Bank into an account as directed by Lender or retained in the Clearing

Account, in either case, until such time that the Cash Management Account is opened). Lender will also establish subaccounts of the

Cash Management Account or, if applicable, the Servicer’s account, which shall at all times be Eligible Accounts (and may be

ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as

“Subaccounts”). The Cash Management Account and any Subaccounts will be under the sole control and

dominion of Lender, and no Borrowers shall have any right of withdrawal therefrom. Borrowers shall pay for all expenses of opening

and maintaining all of the above accounts. Notwithstanding anything to the contrary contained herein, in the Clearing Account

Agreement or the Cash Management Agreement, Borrowers shall bear the risk of any loss or liability due to, and Lender shall not be

liable for, (x) any acts, omissions, errors in judgment or mistakes of fact or law of the Cash Management Bank or the Clearing Bank,

(y) any breach by the Cash Management Bank of the Cash Management Agreement or the Clearing Bank of the Clearing Account Agreement,

or (z) the conservatorship, bankruptcy, receivership, insolvency, reorganization, or any similar debtor relief laws affecting the

rights, remedies, powers, privileges and benefits of creditors generally, of the Cash Management Bank or the Clearing Bank (except

as may be otherwise provided for in the Cash Management Agreement).

(b)

Within one (1) Business Day after the Closing Date, Borrowers or Manager shall deliver a notice in

the form of Exhibit A attached hereto to each existing non-residential Tenant

at the Properties (the “Tenant Direction Letter”), directing such Tenants to remit their rent checks directly

to the Clearing Account in accordance with such Tenant Direction Letter, and shall also deliver a Tenant Direction Letter to each future

Tenant at the Properties.

3.2

Required Repairs.

3.2.1

Completion of Required Repairs. Borrowers

shall perform and complete each item of the repairs and environmental remedial work at the Properties described on Schedule

2 hereto (the “Required Repairs”) within three (3) months of the date hereof or such shorter period

of time for such item set forth on Schedule 2 hereto.

3.2.2 Required

Repairs Reserve. On the date hereof, Borrowers shall deposit with Lender the aggregate

amount set forth on Schedule 2 hereto and Lender shall cause such

amount to be transferred to a Subaccount (the “Required Repairs Subaccount”). Provided that no Event of

Default shall have occurred and is continuing, Lender shall disburse funds held in the Required Repairs Subaccount to Borrowers,

within fifteen (15) days after the delivery by Borrowers to Lender of a request therefor (but not more often than once per month),

in increments of at least $5,000 (or such lesser amount equal to the remaining balance of the Required Repairs Subaccount), and,

with respect to any particular disbursement for any portion of the Required Repairs, in an amount not to exceed the amount set forth

on Schedule 2 with respect to such particular portion or item of the

Required Repairs, accompanied by the following items (which items shall be in form and substance satisfactory to Lender): (a) an

Officer’s Certificate (i) certifying that the Required Repairs or any

portion thereof which are the subject of the requested disbursement have been completed in a good and workmanlike manner and in

accordance with all applicable Legal Requirements, (ii) identifying each Person that supplied materials or labor in connection with

such Required Repairs or any portion thereof and (iii) stating that each such Person has been or, upon receipt of the requested

disbursement, will be paid in full with respect to the portion of the Required Repairs which is the subject of the requested

disbursement; (b) to the extent applicable, copies of appropriate lien waivers or other evidence of payment reasonably satisfactory

to Lender; (c) to the extent applicable, at Lender’s option, a title search for the applicable Property indicating that it is

free from all Liens not previously approved by Lender for any work costing in excess of $25,000.00; (d) a copy of each License

required to be obtained with respect to the portion of the Required Repairs which is the subject of the requested disbursement; and

(e) such other evidence as Lender shall reasonably request that the Required Repairs which are the subject of the requested

disbursement have been completed and paid for. Provided no Event of Default shall have occurred and is continuing, upon

Borrowers’ completion of all Required Repairs in accordance with this Section 3.2, Lender shall release any funds

remaining in the Required Repairs Subaccount, if any, to Borrowers.

3.3

Real Estate Taxes. Borrowers

shall pay to Lender (a) $835,000.00 on the date hereof on account of Real Estate Taxes, and (b) on each Payment Date, one-twelfth (1/12)

of the Real Estate Taxes that Lender estimates will be payable during the next twelve (12) months (initially $101,000.00 per month) in

order to accumulate with Lender sufficient funds to pay all such Real Estate Taxes at least thirty (30) days prior to their respective

due dates. Such amounts will be transferred by Lender to a Subaccount (the “Tax Subaccount”). Provided that

no Event of Default has occurred and is continuing, Lender will (i) apply funds in the Tax Subaccount to payments of Real Estate Taxes

required to be made by Borrowers pursuant to Section 5.2 hereof, provided that Borrowers have promptly supplied Lender with notices

of all Real Estate Taxes due, or (ii) reimburse Borrowers for such amounts upon presentation of evidence of payment; subject, however,

to Borrowers’ right to contest Real Estate Taxes in accordance with Section 5.2 hereof. In making any payment relating to

Real Estate Taxes, Lender may do so according to any bill, statement or estimate procured from the appropriate public office, without

inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien

or title or claim thereof. If Lender determines in its reasonable judgment that the funds in the Tax Subaccount will be insufficient to

pay (or in excess of) the Real Estate Taxes next coming due, Lender may increase (or decrease) the monthly contribution required to be

made by Borrowers to the Tax Subaccount.

3.4

Insurance. Borrowers

shall pay to Lender (a) $265,000.00 on the date hereof on account of Insurance Premiums and (b) on each Payment Date one-twelfth (1/12)

of the Insurance Premiums that Lender estimates will be payable (initially $43,100.00 per month) for the renewal of the coverage afforded

by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at

least thirty (30) days prior to the expiration of the Policies. Such amounts will be transferred by Lender to a Subaccount (the “Insurance

Subaccount”). Provided that no Event of Default has occurred and is continuing, Lender will (i) apply funds in the Insurance

Subaccount to payments of Insurance Premiums required to be made by Borrowers pursuant to Section 7.1 hereof, provided that Borrowers

have promptly supplied Lender with notices of all Insurance Premiums due, or (ii) reimburse Borrowers for such amounts upon presentation

of evidence of payment. In making any payment relating to Insurance Premiums, Lender may do so according to any bill, statement or estimate

procured from the insurer or agent, without inquiry into the accuracy of such bill, statement or estimate. If Lender determines in its

reasonable judgment that the funds in the Insurance Subaccount will be insufficient to pay (or in excess of) the Insurance Premiums next

coming due, Lender may increase (or decrease) the monthly contribution required to be made by Borrowers to the Insurance Subaccount.

3.5 Capital

Expense Reserve. Borrowers shall pay to Lender (a) $45,000.00 on the date hereof and (b) on

each Payment Date, an amount initially equal to $4,904.17. Lender will transfer such amounts into a Subaccount (the

“Capital Expense Reserve Subaccount”). Additionally, upon thirty (30) days’ prior notice to

Borrowers, Lender may reassess and increase the amount of the monthly payment required under this Section 3.5 from time to time in

its reasonable discretion (based upon its then current underwriting standards). Provided that no Event of Default has occurred and

is continuing, Lender shall disburse funds held in the Capital Expense Reserve Subaccount to Borrowers, within fifteen (15) days

after the delivery by Borrowers to Lender of a request therefor (but not more often than once per month), in increments of at least $10,000

provided that: (i) such disbursement is for an Approved Capital Expense incurred after the initial funding of the Capital Expense

Reserve; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrowers’ expense) performance of the

work associated with such Approved Capital Expense; and (iii) the request for disbursement is accompanied by (A) an Officer’s

Certificate certifying (1) that such funds will be used to pay or reimburse Borrowers for Approved Capital Expenses and a

description thereof, (2) that all outstanding trade payables (other than those to be paid from the requested disbursement or those

constituting Permitted Indebtedness) have been paid in full, (3) that the same has not been the subject of a previous disbursement,

and (4) that all previous disbursements have been used to pay the previously identified Approved Capital Expenses, (B) lien waivers

or other evidence of payment satisfactory to Lender unless the requested disbursement shall be used to pay for such Approved Capital

Expenses directly (and not reimburse Borrowers for the Approved Capital Expenses previously paid for by Borrowers), in which case

Borrowers shall be required to deliver such items with respect to the Approved Capital Expenses which were the subject of the

previous disbursement and conditional lien waivers with respect to the requested items to be paid for from the requested

disbursement, (C) at Lender’s option, a title search for the applicable Property or Properties indicating that such Property

or Properties are free from all Liens, claims and other encumbrances not previously approved by Lender, and (D) such other evidence

as Lender shall reasonably request that the Approved Capital Expenses at the subject Property or Properties to be funded by the

requested disbursement have been completed and are paid for or will be paid upon such

disbursement to Borrowers.

Any such disbursement of more than $50,000 to pay (rather than reimburse) Approved Capital Expenses may, at Lender’s option, be

made by direct check payable to the payee of such Approved Capital Expenses.

3.6 Rollover

Reserve. Borrowers shall pay to Lender $250,000.00 on the date hereof to be used for

Approved Leasing Expenses, and Lender will transfer such amount into a Subaccount (the “Rollover Reserve

Subaccount”). Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds held in

the Rollover Reserve Subaccount to Borrowers, within fifteen (15) days after the delivery by Borrowers to Lender of a request

therefor (but not more often than once per month), in increments of at least $10,000, provided that: (i) such disbursement is for an

Approved Leasing Expense; (ii) Lender shall have (if it desires) verified (by an inspection conducted at Borrowers’ expense)

performance of any construction work associated with such Approved Leasing Expense; (iii) with respect to any tenant improvement

work, Borrowers shall have furnished to Lender copies of all permits, licenses and approvals required by any Governmental Authority

with regard to such work that is the subject of the requested disbursement, whether necessary for commencement, completion, use or otherwise; (iv)

with respect to any tenant improvement work, the Retainage shall be retained by Lender and shall be paid over by Lender to

Borrowers, provided that no lien claims are then filed against the applicable Property, when all of the requirements for the release

of such applicable Retainage have been satisfied pursuant to the terms of the applicable construction contract; and (v) the request

for disbursement is accompanied by (A) an Officer’s Certificate certifying (1) that such funds will be used only to pay (or

reimburse Borrowers for) Approved Leasing Expenses and a description thereof, (2) that all outstanding trade payables (other than

those to be paid from the requested disbursement or those constituting Permitted Indebtedness) have been paid in full, (3) that the

same has not been the subject of a previous disbursement and (4) that all previous disbursements have been used only to pay (or

reimburse Borrowers for) the previously identified Approved Leasing Expenses, (B) lien waivers or other evidence of payment

satisfactory to Lender unless the requested disbursement shall be used to pay for such Approved Leasing Expense directly (and not

reimburse Borrowers for the Approved Leasing Expense previously paid for by Borrowers), in which case Borrowers shall be required to

deliver such items with respect to the Approved Leasing Expense which was the subject of the previous disbursement and conditional

lien waivers with respect to the requested items to be paid for from the requested disbursement and (C) reasonably detailed

supporting documentation as to the amount, necessity and purpose therefor. Any such disbursement of more than $50,000 to pay (rather

than reimburse) Approved Leasing Expenses may, at Lender’s option, be made by direct check payable to the payee of such

Approved Leasing Expenses.

3.7

Security Upgrade Reserve.

Borrowers shall pay to Lender $30,000.00 on the date hereof, and Lender will transfer such amounts into a Subaccount (the “Security

Upgrade Reserve Subaccount”). Provided that no Event of Default has occurred and is continuing, Lender shall disburse funds

held in the Security Upgrade Reserve Subaccount to Borrowers, within fifteen (15) days after the delivery by Borrowers to Lender of a

request therefor (but not more often than once per month), in increments of at least $2,500 provided that: (i) such disbursement is for

an Approved Security Upgrade Expense; and (ii) the request for disbursement is accompanied by (A) an Officer’s Certificate certifying

(1) that such funds will be used to pay or reimburse Borrowers for Approved Security Upgrade Expenses and a description thereof, (2) that

all outstanding trade payables (other than those to be paid from the requested disbursement or those constituting

Permitted Indebtedness)

have been paid in full, (3) that the same has not been the subject of a previous disbursement, and (4) that all previous disbursements

have been used to pay the previously identified Approved Security Upgrade Expenses, (B) lien waivers or other evidence of payment satisfactory

to Lender unless the requested disbursement shall be used to pay for such Approved Security Upgrade Expenses directly (and not reimburse

Borrowers for the Approved Security Upgrade Expenses previously paid for by Borrowers), in which case Borrowers shall be required to deliver

such items with respect to the Approved Security Upgrade Expenses which were the subject of the previous disbursement and conditional

lien waivers with respect to the requested items to be paid for from the requested disbursement, and (C) such other evidence as Lender

shall reasonably request that the Approved Security Upgrade Expenses at the subject Property or Properties to be funded by the requested

disbursement have been completed and are paid for or will be paid upon such disbursement to Borrowers.

3.8

Casualty/Condemnation Subaccount. Borrowers

shall pay, or cause to be paid, to Lender all Proceeds or Awards due to any Casualty or Condemnation to be transferred to a Subaccount

(the “Casualty/Condemnation Subaccount”) in accordance with the provisions of Article 7 hereof. All amounts

in the Casualty/Condemnation Subaccount shall be disbursed in accordance with the provisions of Article 7 hereof.

3.9

Security Deposits. Each

Borrower shall keep and hold all security deposits under Leases in accordance with applicable Legal Requirements and at a separately designated

account under such Borrower’s control at the Clearing Bank or other bank selected by Borrower (and in the case of a letter of credit,

assigned with full power of attorney and executed sight drafts to Lender) so that the security deposits shall not be commingled with any

other funds of such Borrower. During any Cash Management Period, Borrowers shall, upon Lender’s request or at Borrower’s option

and reasonably approval by Lender, if permitted by applicable Legal Requirements, turn over to Lender the security deposits (and any interest

theretofore earned thereon) under Leases, to be held by Lender in a Subaccount (the “Security Deposit Subaccount”)

subject to the terms of the Leases. Security deposits held in the Security Deposit Subaccount will be released by Lender upon notice from

Borrowers together with such evidence as Lender may reasonably request that such security deposit is required to be returned to a tenant

pursuant to the terms of a Lease or may be applied as Rent pursuant to the rights of Borrowers under the applicable Lease. During any

Cash Management Period, any funds in the Security Deposit Subaccount which a Borrower is permitted to retain pursuant to the applicable

provisions of any Lease shall be transferred by Lender into the Cash Management Account, to be applied and disbursed in accordance with

the provisions of Section 3.15 hereof. Any letter of credit or other instrument that any Borrower receives in lieu of a cash security

deposit under any Lease entered into after the date hereof shall (a) be maintained in full force and effect in the full amount unless

replaced by a cash deposit as hereinabove described and (b) if permitted pursuant to any Legal Requirements, name Lender as payee or mortgagee

thereunder (or at Lender’s option, be fully assignable to Lender).

3.10

Cash Collateral Subaccount.

If a Cash Management Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date (or, if a Cash

Management Period commences on a Payment Date, then on such Payment Date) thereafter during the continuance of such Cash Management Period,

all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the “Cash Collateral

Subaccount”) as cash collateral for the Debt. Any funds in the Cash Collateral Subaccount and

not previously disbursed

or applied shall, upon the termination of such Cash Management Period, be disbursed to Borrowers. Lender shall have the right, but not

the obligation, at any time whether or not an Event of Default has occurred and is continuing, to apply all sums then on deposit in the

Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect, including to make a prepayment of Principal

(together with the applicable Exit Fee and Spread Maintenance Premium applicable thereto).

3.11

Shortfall Reserve.

(a)

On the date hereof, Borrowers shall deposit with Lender the amount of

$1,300,000.00 (such

amount being equal to Lender’s estimate of the projected and anticipated Shortfalls for the first twelve (12) months of the Term)

(the “Initial Shortfall Reserve Deposit”) for the purpose of creating a reserve for Shortfalls. Lender shall

cause such amount to be transferred to a Subaccount (the “Shortfall Reserve Subaccount”). In addition to the

foregoing, if at any time, the funds in the Shortfall Reserve Subaccount are less than $400,000 (such amount, the “Shortfall

Reserve Replenishment Trigger Amount”), Borrowers shall, within ten (10) Business Days of notice of the same, deposit with

Lender an amount such that the funds on deposit in the Shortfall Reserve Subaccount (after giving effect to such deposit) shall be equal

to the lesser of (A) $800,000 and (B) the amount then determined by Lender to cover the projected and anticipated Shortfalls through the

Stated Maturity Date. Borrowers’ obligations under this Section 3.11(a)(i) are continuing obligations and Borrowers shall

be required to make such deposit as described herein at any time that Lender reasonably determines that the amount of funds on deposit

in the Shortfall Reserve Subaccount are less than the Shortfall Reserve Replenishment Trigger Amount. Lender’s determination of

any projected Shortfalls pursuant to this clause (i) shall be conclusive absent manifest error. If, with respect to any given Payment

Date, Borrowers request an amount on account of operating expenses that is less than the then applicable Monthly Operating Expense Budgeted

Amount for such Payment Date, then, solely for the purposes of determining whether funds in the Shortfall Reserve Subaccount are less

than the Shortfall Reserve Replenishment Trigger Amount, the full amount of the Monthly Operating Expense Budgeted Amount shall be deemed

to have been funded to Borrowers. Borrowers shall have no right to deposit funds in the Shortfall Reserve Subaccount, other than pursuant

to Lender’s request for replenishment as set forth in this Section 3.11.

(b) Provided

that no Event of Default has occurred and is continuing (other than an Event of Default that can be avoided by the operation of this Section

3.11), if on any Payment Date there is a Shortfall, then (i) if such Shortfall occurs during a Cash Management Period, Lender

shall disburse to itself and in accordance with Section 3.15 hereof (or with respect to any Shortfall with respect to the

Monthly Operating Expense Budgeted Amount, Lender shall disburse such funds to Borrower) funds from the Shortfall Reserve Subaccount

to cover any such Shortfall, and such disbursement shall be credited towards the applicable Required Payments under Section

3.15 hereof, and (ii) if such Shortfall occurs at any time when a Cash Management Period is not then continuing, Lender shall

disburse funds held in the Shortfall Reserve Subaccount to Borrower after delivery by Borrower to Lender of a request therefor

(which shall be given at least five (5) Business Days prior to any Payment Date), provided such request for disbursement is

accompanied by (A) an Officer’s Certificate certifying (1) that such funds

will be used to pay a Shortfall, (2) that no Borrower will use any of the Rents collected during such Interest Period for the

purpose of making current or future distributions to its members, and (3) reasonably detailed evidence

reasonably satisfactory

to Lender demonstrating that there shall be an anticipated Shortfall on the applicable Payment Date, which shall include evidence and

backup as to the amount of Rents collected by Borrowers during the subject Interest Period, the amount (and a description) of all operating

expenses paid by Borrowers during such Interest Period, and all other Required Payments payable by Borrowers to Lender on the Payment

Date in question. Additionally, provided no Event of Default has occurred and is continuing, Lender shall have the right (in the absence

of any request for disbursement from Borrowers), but not the obligation, concurrently with written notice thereof to Borrowers, to disburse

to itself funds from the Shortfall Reserve Subaccount to cover any such Shortfall, if any, on any Payment Date and such disbursement shall

be credited towards Borrowers’ obligation to pay the applicable Required Payment.

(c)

Notwithstanding anything herein to the contrary, except as expressly set forth above in this Section

3.11, only funds in the Shortfall Reserve Subaccount may be used to cover Shortfalls (and not Borrowers’ own funds or equity)

and Borrowers shall not be permitted to deposit its own funds into the Clearing Account, the Shortfall Reserve Subaccount or any Cash

Management Account (i.e., only Rents shall be permitted to be deposited into any of the foregoing accounts or Subaccounts).

3.12

Intentionally Omitted.

3.13

Intentionally Omitted.

3.14

Grant of Security Interest; Application of Funds.

As security for payment of the Debt and the performance by Borrowers of all other terms, conditions and provisions of the Loan Documents,

each Borrowers hereby pledges and assigns to Lender, and grants to Lender a security interest in, all such Borrower’s right, title

and interest in and to all Rents and in and to all payments to or monies held in the Clearing Account, the Cash Management Account, and

all Subaccounts created pursuant to this Agreement (collectively, the “Cash Management System Accounts”). Each

Borrower hereby grants to Lender a continuing security interest in, and agrees to hold in trust for the benefit of Lender, all Rents in

its possession prior to the (a) payment of such Rents to Lender or (b) deposit of such Rents into the Cash Management System Account.

No Borrower shall, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any

Cash Management System Account, or permit any Lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements,

except those naming Lender as the secured party, to be filed with respect thereto. This Agreement is, among other things, intended by

the parties to be a security agreement for purposes of the UCC. Upon the occurrence and during the continuance of an Event of Default,

Lender may apply any sums in any Cash Management System Account in any order and in any manner as Lender shall elect without seeking the

appointment of a receiver and without adversely affecting the rights of Lender to foreclose the Lien of any Mortgage and/or the Pledge

Agreement or exercise its other rights under the Loan Documents. Cash Management System Accounts shall not constitute trust funds and

may be commingled with other monies held by Lender. All interest which accrues on the funds in any Cash Management System Account (other

than the Tax Subaccount and the Insurance Subaccount) shall accrue for the benefit of Borrowers and shall be taxable to Borrowers and

shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued;

provided that, (x) all interest which accrues on the funds in any Cash Management System Account during the continuance of an Event

of Default or with respect

to the Property Tax

Subaccount or Insurance Subaccount, shall not be added to or become part of such accounts and shall be the sole property of and shall

be paid to Lender, and (y) Lender shall have no obligation to maintain the Cash Management System Account as an interest-bearing account.

The amount of funds on deposit in each Subaccount is set forth on Schedule 11

attached hereto. Upon repayment in full of the Debt, all remaining funds in the Subaccounts, if any, shall be promptly disbursed to Borrowers.

3.15

Property Cash Flow Allocation.

(a)

During any Cash Management Period, all amounts deposited into the Cash Management Account during

the immediately preceding Interest Period shall be applied on each Payment Date as follows in the following order of priority:

(i)

First, to make payments into the Tax Subaccount as required under Section 3.3 hereof;

(ii)

Second, to make payments into the Insurance Subaccount as required under Section 3.4 hereof;

(iii)

Third, to pay the monthly portion of the fees charged by the Cash Management Bank in accordance with

the Cash Management Agreement;

(iv)

Fourth, to pay the Administrative Fee due on such Payment Date;

(v)

Lender to pay the interest due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other

than those described under other clauses of this Section 3.15(a), then due to Lender under the Loan Documents);

(vi)

Sixth, to make payments into the Capital Expense Reserve Subaccount as required under Section

3.5 hereof;

(vii)

Seventh, funds in an amount equal to the Monthly Operating Expense Budgeted Amount and any then-current

Approved Additional Operating Expenses shall be disbursed to Borrowers (or to an account designated by Borrowers); and

(viii)

Lastly, all amounts remaining after payment of the amounts set forth in clauses (i) through (vii)

above (the “Available Cash”) shall be deposited into the Cash Collateral Subaccount in accordance with Section

3.10 hereof.

(b)

The failure of Borrowers to make all of the payments required under clauses

(i) through

(vi) of Section 3.15(a) hereof in full on each Payment Date shall constitute an Event of Default under this Agreement; provided,

however, if adequate funds are available in the Cash Management Account or the Shortfall Reserve Subaccount for such payments

and Borrowers have satisfied the conditions for disbursement thereof, the failure by the Cash Management Bank to allocate such funds into

the appropriate Subaccounts shall not constitute an Event of Default.

(c)

Notwithstanding anything to the contrary contained in this Section 3.15 or elsewhere in the

Loan Documents, after the occurrence of an Event of Default, Lender may apply

all Rents deposited

into the Cash Management Account, all funds on deposit in the Subaccounts and all other proceeds of repayment in such order and in such

manner as Lender shall elect. Lender’s right to withdraw and apply any of the foregoing funds shall be in addition to all other

rights and remedies provided to Lender under the Loan Documents.

REPRESENTATIONS AND WARRANTIES

Borrowers represent

and warrant to Lender as of the date hereof that, except to the extent (if any) disclosed on Schedule

3 attached hereto with reference to a specific Section of this Article 4:

4.1

Organization; Special Purpose.

(a)

Each Borrower and Sole Member is duly organized, validly existing and in good standing under the

laws of the state of its formation, with requisite power and authority, and all rights, licenses, permits and authorizations, governmental

or otherwise, necessary to own its properties and to transact the business in which it is now engaged. Each Borrower is duly qualified

to do business and is in good standing in the jurisdiction in which the Property owned by such Borrower is located and in each other jurisdiction

where it is required to be so qualified in connection with its properties, business and operations.

(b)

Envy Recreational and Sole Member have at all times since its formation been, and as of the date

hereof is, a Special Purpose Bankruptcy Remote Entity, and Envy Development, as of the date hereof, is a Special Purpose Bankruptcy Remote

Entity.

4.2

Proceedings; Enforceability. Each

Borrower has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents to which it is a party,

and has the power and authority to execute, deliver and perform under the Loan Documents and all the transactions contemplated thereby.

The Loan Documents have been duly authorized, executed and delivered by each Borrower that is a party to such Loan Document and constitute

legal, valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms, except

as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement

of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in

a proceeding in equity or at law). The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by

any Borrower, Sole Member or any Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents,

or the exercise of any right thereunder, render the Loan Documents unenforceable, and none of Borrowers, Sole Member or Guarantors have

asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

4.3

No Conflicts. The execution,

delivery and performance of the Loan Documents by each Borrower and the transactions contemplated hereby will not conflict with any provision

of any law or regulation to which any Borrower is subject, or conflict with, or result in a breach of any of the terms or provisions of,

or constitute a default under, or result in the creation or imposition of any Lien (other than pursuant to the Loan Documents) upon any

of the property of such Borrower pursuant to the terms of, any agreement or instrument to which such Borrower is a party or by which any

Borrower or any Borrower’s property is subject, nor will such action result

in any violation of

the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over any Borrower or

any of its property. No Borrower’s rights under the Licenses and the Management Agreement will be adversely affected by the execution

and delivery of the Loan Documents, any Borrower’s performance thereunder, the recordation of the Mortgages, or the exercise of

any remedies by Lender. Any consent, approval, authorization, order, registration or qualification of or with any Governmental Authority

required for the execution, delivery and performance by any Borrower of, or compliance by any Borrower with, the Loan Documents or the

consummation of the transactions contemplated hereby, has been obtained and is in full force and effect. In addition, the Pledge Agreement,

together with any Uniform Commercial Code financing statements required to be filed in connection therewith and the delivery of the original

Certificate (as defined in the Pledge Agreement) to Lender, will create a valid, first priority, perfected Lien on Sole Member’s

interest in the Collateral, all in accordance with the terms thereof.

4.4

Litigation. There are

no actions, suits or other proceedings at law or in equity by or before any Governmental Authority now pending or threatened against or

affecting any Borrower, Sole Member, any Guarantor, Manager or any Property, in any court or by or before any other Governmental Authority,

which, if adversely determined, would reasonably be likely to have a Material Adverse Effect.

4.5

Agreements. No Borrower

is a party to any agreement or instrument or subject to any restriction which would reasonably be expected to have a Material Adverse

Effect. No Borrower is in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental

Authority, which default would reasonably be expected to have a Material Adverse Effect. No Borrower is in default or has received written

notice of any event or condition that with the giving of notice or the passage of time would constitute a default, in any material respect

in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance

or any other agreement or instrument to which any Borrower is a party or by which any Borrower or any Property is bound, and to each Borrower’s

knowledge, there are no defaults under any such agreement by such other party thereto.

4.6

Title. Borrowers have

good, marketable and indefeasible title in fee simple to the real property and good title to the balance of the Properties, free and clear

of all Liens except the Permitted Encumbrances. All transfer Taxes, deed stamps, intangible Taxes or other amounts in the nature of transfer

Taxes required to be paid by any Person under applicable Legal Requirements in connection with the transfer of each Property to a Borrower

have been paid or are being paid simultaneously herewith. The Mortgages when properly recorded in the appropriate records, together with

any UCC Financing Statements required to be filed in connection therewith, will create (a) a valid, perfected first priority liens on

Borrowers’ interest in the Properties and (b) valid and perfected first priority security interests in and to, and perfected collateral

assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable

Permitted Encumbrances. All Other Taxes have been paid or are being paid simultaneously herewith. All Taxes and governmental assessments

due and owing in respect of any of the Properties have been paid, or an escrow of funds in an amount sufficient to cover such payments

has been established hereunder or are insured against by the Title Insurance Policies. The Permitted Encumbrances, individually or in

the aggregate, do not (i) materially interfere with the benefits of the security intended to be provided by the Mortgages and this Agreement,

(ii)

materially and

adversely affect the value, operation or use of any of the Properties, or (iii) impair Borrowers’ ability to repay the Loan.

No Condemnation or other proceeding has been commenced or, to Borrowers’ knowledge after due inquiry, is contemplated with

respect to all or any portion of any of the Properties or for the relocation of roadways providing access to any of the Properties.

There are no mechanics’, materialman’s or other similar Liens or claims which have been filed for work, labor or

materials affecting any Property which are or may become a Lien on such Property. There are no outstanding options to purchase or

rights of first refusal affecting all or any portion of any Property. The Surveys do not fail to reflect any material matter

affecting any of the Properties or the title thereto. All of the Improvements which were included in determining the appraised value

of each Property lie wholly within the boundaries and building restriction lines of such Property, and no improvements on adjoining

properties encroach upon such Property, and no easements or other encumbrances affecting such Property encroach upon any of the

Improvements, so as to affect the value or marketability of such Property, except those which are set forth on the Surveys and

insured against by the Title Insurance Policies. Each parcel comprising each Property is a separate tax lot and is not a portion of

any other tax lot that is not a part of such Property. There are no pending or proposed special or other assessments for public

improvements or otherwise affecting any Property, nor are there any contemplated improvements to any Property that may result in

such special or other assessments. With respect to each Title Insurance Policy, (A) such

Title Insurance Policy is in full force and effect, (B) such Title Insurance Policy is freely assignable by Lender to and will inure

to the benefit of the transferee of the Loan (subject to recordation of an assignment of mortgage) without the consent or any

notification to the insurer, (C) the premium with respect thereto has been paid in full

(or will be paid in full with a portion of the proceeds of the Loan), (D) the Title Insurance Policies are issued by a title

insurance company licensed to issue policies in the State, (E) no claims have been made under any Title Insurance Policy and no

other action has been taken that would materially impair any Title Insurance Policy and (F) no Title Insurance Policy contains any

exclusions for any of the following circumstances, or it affirmatively insures Lender against losses relating to any of the

following circumstances (unless the applicable Property is located in a jurisdiction where such affirmative insurance is not

available): (y) that the applicable Property has access to a public road and (z) that the area shown on the applicable Survey is the

same as the property legally described in the applicable Mortgage.

4.7

No Bankruptcy Filing.

No Borrower nor any of such Borrower’s constituent Persons are contemplating either the filing an Insolvency Proceeding or the liquidation

of all or a major portion of such Borrower’s assets or properties, and Borrowers have no knowledge of any Person contemplating the

filing of any such petition against any Borrower or such constituent Persons. In addition, no Borrower nor Sole Member, any Guarantor,

nor any principal nor Affiliate of any Borrower, Sole Member or any Guarantor has been a party to, or the subject of an Insolvency Proceeding

for the past ten (10) years.

4.8

Full and Accurate Disclosure.

No statement of fact made by any Borrower in any Loan Documents contains any untrue statement of a material fact or omits to state any

material fact necessary to make statements contained therein not misleading. There is no material fact presently known to any Borrower

that has not been disclosed to Lender which adversely affects, or, as far as any Borrower can foresee, would reasonably be likely to have

a Material Adverse Effect. All financial data, including the statements of cash flow and income and operating expense, that have been

delivered to Lender in respect of Borrowers, Guarantors and the Properties (a) are true, complete and correct in all material respects,

(b) accurately represent the financial condition

of each Borrower, Guarantors

and each Property as of the date of such reports, and (c) to the extent prepared by an independent certified public accounting firm, have

been prepared in accordance with GAAP consistently applied throughout the periods covered, except as disclosed therein. No Borrower has

any contingent liabilities, liabilities for Taxes, unusual forward or long-term commitments, unrealized or anticipated losses from any

unfavorable commitments or any liabilities or obligations not expressly permitted by this Agreement. Since the date of such financial

statements, there has been no materially adverse change in the financial condition, operations or business of any Borrower, any Guarantor

or any Property from that set forth in said financial statements. As of the date of this Agreement, Borrowers have delivered to Lender

all material contracts relating to any of the Properties and all material documentation relating to the zoning and entitlement of any

of the Properties and has specified in writing to Lender any material contract or agreement relating to any Property where a Borrower

Party is a party thereto.

4.9

Tax Filings.

To the extent required by applicable law, each Borrower has duly and timely filed (or has obtained effective extensions for filing) all

Tax returns required to be filed and has paid or made adequate provision for the payment of all Taxes payable by such Borrower. Each Borrower’s

Tax returns (if any) properly reflect the income and Tax liability of such Borrower for the periods covered thereby, subject only to reasonable

adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

4.10

ERISA; No Plan Assets.

As of the date hereof and throughout the Term, (a) No Borrower, no Guarantor nor any ERISA Affiliate is, or is acting on behalf of, an

“employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, a “plan” (as

defined in Section 4975 of the Code) that is subject to Section 4975 of the Code, or a “benefit plan investor” (as defined

in 29 C.F.R. 2510.3-101, as modified by Section 3(42) of ERISA), (b) none of the assets of any Borrower or any Guarantor constitutes or

will constitute “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA, (c)

no Borrower or no Guarantor is or will be a “governmental plan” within the meaning of Section 3(32) of ERISA, and (d) transactions

by or with any Borrower or any Guarantor are not and will not be subject to state statutes regulating investment of, and fiduciary obligations

with respect to, governmental plans. None of Borrower, Guarantors nor any ERISA Affiliate maintains, sponsors or contributes to or has

any liability (including any contingent or secondary liability) with respect to any Pension Plan, including any “defined benefit

plan” (within the meaning of Section 3(35) of ERISA) or “multiemployer pension plan” (within the meaning of Section

3(37)(A) of ERISA). No Borrower or no Guarantor has engaged in any transaction in connection with which it could be subject to a material

civil penalty assessed pursuant to the provisions of Section 502 of ERISA, material damages pursuant to Section 409 of ERISA, or a material

Tax imposed under the provisions of Section 4975 of the Code. Except as could not, individually or in the aggregate, reasonably be expected

to have a Material Adverse Effect, (i) each Borrower, each Guarantor and each of their respective subsidiaries are in compliance with

all applicable provisions and requirements of ERISA and the Code and the regulations and published interpretations thereunder with respect

to each Plan, and have performed all of their obligations under each Plan, (ii) each Plan which is intended to qualify under Section 401(a)

of the Code has received a favorable determination letter from the Internal Revenue Service or is comprised of a master or prototype plan

that has received a favorable opinion letter from the Internal Revenue Service, and, nothing has occurred since the date of such determination

that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely

affect

the issuance of a

favorable determination letter or otherwise materially adversely affect such qualification), (iii) there are no actions, suits or claims

pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of any Borrower or any Guarantor, threatened,

which would reasonably be expected to be asserted successfully against any Plan, (iv) each Borrower, each Guarantor, and each of their

respective subsidiaries has made all contributions to or under each such Plan required by law, the terms of such Plan, or any agreement

requiring contributions to such Plan, within the applicable time limits prescribed thereby, and (v) none of any Borrower, any Guarantor

nor any of their respective subsidiaries has any contingent liability with respect to any post-retirement benefit under any Welfare Plan,

other than liability for required continuation coverage described in Part 6 of Title I of ERISA (COBRA).

4.11

Compliance. Each Borrower

and each Property (including the Improvements) and the use thereof comply in all material respects with all applicable Legal Requirements

(including with respect to parking, building and applicable zoning and land use laws, codes, regulations and ordinances). No Borrower

is in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which is reasonably

likely to be a Material Adverse Effect. No Borrower has committed any act which may give any Governmental Authority the right to cause

such Borrower to forfeit the Property owned by such Borrower or any part thereof or any monies paid in performance of such Borrower’s

obligations under any of the Loan Documents. The Properties are used exclusively for (i) a 214 unit Class A mixed use multi-family apartment

building owned by Envy Development, including approximately 5,575 square feet of ground floor retail space, and (ii) the Marina owned

by Envy Recreational, upon which Envy Recreational operates, directly or indirectly, a three (3) story commercial building. Except as

otherwise disclosed in the Zoning Report, in the event that all or any part of the Improvements at any Property are destroyed or damaged,

said Improvements can be legally reconstructed to their condition prior to such damage or destruction, and thereafter exist for the same

use without violating any zoning or other ordinances applicable thereto and without the necessity of obtaining any variances or special

permits. No legal proceedings are pending or, to the knowledge of Borrowers, threatened with respect to the zoning of any Property. Neither

the zoning nor any other right to construct, use or operate any Property is in any way dependent upon or related to any property other

than such Property. All certifications, permits, licenses and approvals, including certificates of completion and occupancy permits required

of each Borrower for the legal use, occupancy and operation of the Properties for its current use (collectively, the “Licenses”),

have been obtained and are in full force and effect. The use being made of each Property is in conformity with the certificate of occupancy

issued for such Property and all other restrictions, covenants and conditions affecting such Property.

4.12

Major Contracts. No Borrower

has entered into, or is not bound by, any Major Contract which continues in existence, except those previously disclosed in writing to

Lender. Each of the Major Contracts is in full force and effect, there are no monetary or other material defaults by any Borrower thereunder

and, to the knowledge of each Borrower after due inquiry, there are no monetary or other material defaults thereunder by any other party

thereto. None of Borrowers, Manager or any other Person acting on any Borrower’s behalf has given or received any notice of default

under any of the Major Contracts that remains uncured or in dispute. Borrowers have delivered true, correct and complete copies of the

Major Contracts (including all amendments and supplements thereto) to Lender. No Major Contract has as a party an Affiliate of any Borrower.

4.13

Federal Reserve Regulations; Investment Company Act; Bank Holding

Company. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring

any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other

purpose that would be inconsistent with such Regulation U or any other regulation of such Board of Governors, or for any purpose prohibited

by Legal Requirements or any Loan Document. No Borrower is (a) an “investment company” or a company “controlled”

by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended or (b) subject to any other

federal or state law or regulation which purports to restrict or regulate its ability to borrow money. No Borrower is a “bank holding

company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of

1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

4.14

Easements; Utilities and Public Access.

All easements, cross easements, licenses, air rights and rights-of-way or other similar property interests (collectively, “Easements”),

if any, necessary for the full utilization of the Improvements for their intended purposes have been obtained, are described in the Title

Insurance Policies and are in full force and effect without default thereunder. Each Property has rights of access to public ways and

is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Property for its intended uses. All public

utilities necessary or convenient to the full use and enjoyment of each Property are located in the public right-of-way abutting such

Property, and all such utilities are connected so as to serve such Property without passing over other property absent a valid irrevocable

easement. All roads necessary for the use of each Property for its current purpose have been completed and dedicated to public use and

accepted by all Governmental Authorities.

4.15

Physical Condition/FEMA.

Except as may be expressly set forth in the Physical Conditions Reports, each Property, including all buildings, improvements, parking

facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment,

elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and

repair in all material respects; there exists no structural or other material defects or damages to any Property, whether latent or otherwise.

No Borrower has received notice from any insurance company or bonding company of any defects or inadequacies in any Property, or any part

thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon

or any termination or threatened termination of any policy of insurance or bond. No portion of any Property is located in an area as identified

by the Federal Emergency Management Agency as an area having special flood hazards, or, if so located the flood insurance required pursuant

to Section 7.1.1 hereof is in full force and effect with respect to such Property. The Improvements have suffered no material casualty

or damage which has not been fully repaired and the cost thereof fully paid.

4.16

Leases. The rent roll

attached hereto as Schedule 7 (the “Rent Roll”)

is true, complete and correct in all material respects and no Property is subject to any Leases other than the Leases described in the

Rent Roll. Except as set forth on the Rent Roll: (a) each Lease is in full force and effect; (b) except as otherwise disclosed to Lender

or shown on the Rent Roll, the tenants under the Leases (other than any Lease for the Marina) have accepted possession of and are in occupancy

of all of their respective demised premises, have commenced the payment of rent

under the Leases,

and there are no offsets, claims or defenses to the enforcement thereof; (c) all rents due and payable under the Leases have been paid

and no portion thereof has been paid for any period more than thirty (30) days in advance; (d) the rent payable under each Lease is the

amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment

to the rent; (e) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on

the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would

constitute such a default; (f) to Borrowers’ knowledge after due inquiry, there is no present material default by the tenant under

any Lease; (g) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.9 hereof;

(h) the applicable Borrower is the sole owner of the entire lessor’s interest in each Lease; (i) each Lease is the valid, binding

and enforceable obligation of such Borrower and the applicable tenant thereunder; (j) no Person has any possessory interest in, or right

to occupy, any Property except under the terms of the Leases; (k) each Lease is subordinate to the Loan Documents, either pursuant to

its terms or pursuant to a subordination and attornment agreement; (l) all work to be performed by the applicable Borrower under each

Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (m) except as otherwise disclosed

or shown on the Rent Roll, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements

required to be given by any Borrower to any tenant under any Lease has already been received by such tenant; (n) no tenant under any Lease

(or any sublease) is an Affiliate of any Borrower; (o) intentionally omitted; (p) intentionally omitted; (q) no tenant under any Lease

has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment

or sublease, nor does anyone except such tenant and its employees (in connection with the commercial space at the Properties) occupy such

leased premises (in connection with any commercial space in the Properties); (r) no tenant under any Lease has any right or option for

additional space in the Improvements; and (s) each tenant is free from bankruptcy or reorganization proceedings. The copies of the Leases

delivered to Lender are true, correct and complete in all material respects, and there are no oral agreements with respect thereto. None

of the Leases contains any option to purchase or right of first refusal to purchase any Property or any part thereof. Neither the Leases

nor the Rents have been assigned or pledged except to Lender or except to any prior unaffiliated lender in connection with any prior loan

that has been repaid in full and the obligations under which have been fully and finally extinguished, and no other Person has any interest

therein except the tenants thereunder.

4.17

Fraudulent Transfer. No

Borrower has entered into the Loan or any Loan Document with the actual intent to hinder, delay, or defraud any creditor, and each Borrower

has received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the transactions contemplated

by the Loan Documents, the fair saleable value of each Borrower’s assets exceeds and will, immediately following the execution and

delivery of the Loan Documents, exceed such Borrower’s total probable liabilities, including subordinated, unliquidated, disputed

or contingent liabilities. The fair saleable value of each Borrower’s assets is, and immediately following the making of the Loan,

will be, greater than such Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts

as such debts become absolute and matured. Each Borrower’s assets do not and, immediately following the execution and delivery of

the Loan Documents will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted.

No Borrower intends to, and does not believe that it will, incur debts and liabilities (including contingent liabilities and

other commitments)

beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be received by such Borrower

and the amounts to be payable on or in respect of the obligations of such Borrower).

4.18

Ownership of Borrower.

Borrowers’ exact legal names are: Envy Development DE, LLC and Envy Recreational LLC. Each Borrower is of the following organizational

type (e.g., corporation, limited liability company): limited liability company, and the jurisdiction in which Borrower is organized is:

Delaware. Borrowers’ U.S. federal tax I.D. numbers are 87-3199104 and 42-4001492, respectively, and Borrowers’ Delaware File

Numbers are 6321878 and 10671189, respectively. The sole member of each Borrower is Sole Member. The membership interests in Sole Member

and the membership interests in each Borrower are owned free and clear of all Liens, warrants, options and rights to purchase. No Borrower

has any obligation to any Person to purchase, repurchase or issue any ownership interest in it. The organizational chart attached hereto

as Schedule 4 is true, complete and accurate in all respects and illustrates

all Persons who have a direct or indirect ownership interest in each Borrower, and the direct and indirect ownership interests in Borrowers

or the Properties do not include any Prohibited Entity/Ownership Structure.

4.19

Purchase Options.

No Property nor any part thereof is subject to any purchase options, rights of first refusal, rights of first offer or other similar rights

in favor of any Person.

4.20

Management Agreement.

The Management Agreement is in full force and effect. There is no default, breach or violation existing thereunder, and no event has occurred

(other than payments due but not yet delinquent) that, with the passage of time or the giving of notice, or both, would constitute a default,

breach or violation thereunder, by either party thereto.

4.21 Hazardous

Substances. Except as set forth in Environmental Report, (a) no Property is in violation of

any Legal Requirement pertaining to or imposing liability or standards of conduct concerning environmental regulation, contamination

or clean-up, including the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and

Recovery Act, the Emergency Planning and Community Right-to-Know Act of 1986, the Hazardous Substances Transportation Act, the Solid

Waste Disposal Act, the Clean Water Act, the Clean Air Act, the Toxic Substance Control Act, the Safe Drinking Water Act, the

Occupational Safety and Health Act, any state super-lien and environmental clean-up statutes (including with respect to Toxic Mold),

any local law requiring related permits and licenses and all amendments to and regulations in respect of the foregoing laws

(collectively, “Environmental Laws”); (b) no Property is subject to any private or governmental Lien or

judicial or administrative notice or action or inquiry, proceedings, investigation or claim relating to hazardous, toxic and/or

dangerous substances, toxic mold or fungus of a type that may pose a risk to human health or the environment or would negatively

impact the value of such Property (“Toxic Mold”) or any other substances or materials which are included

under or regulated by Environmental Laws (collectively, “Hazardous Substances”); (c) to each

Borrower’s knowledge, after due inquiry, no Hazardous Substances are or have been (including the period prior to such

Borrower’s acquisition of its Property), discharged, generated, treated, disposed of or stored on, incorporated in, or removed

or transported from any Property other than in compliance with all Environmental Laws; (d)

to each Borrower’s knowledge, after due inquiry, no Hazardous Substances are present in, on or under any nearby real property

which could migrate to or otherwise affect any Property; (e) to

Borrowers’ knowledge,

after due inquiry, no Toxic Mold is on or about any Property which requires remediation; (f) no underground storage tanks or underground

storage receptacles exist on any Property and no Property has ever been used as a landfill; and (g) there have been no environmental investigations,

studies, audits, reviews or other analyses conducted by or on behalf of any Borrower Party or which are in any Borrower Party’s

possession or control which have not been provided to Lender.

4.22

Name; Principal Place of Business.

No Borrower uses or will use any trade name or has done or will not do business under any name other than its actual name set forth herein.

The principal place of business of each Borrower is its primary address for notices as set forth in Section 6.1 hereof, and no

Borrower has any other place of business.

4.23

Other Debt. There is no

indebtedness with respect to any Property or any excess cash flow or any residual interest therein, whether secured or unsecured, other

than Permitted Encumbrances and Permitted Indebtedness.

4.24

Assignment of Leases and Rents.

The Assignment of Leases and Rents creates a valid assignment of, or valid security interest in, certain rights under the Leases, subject

only to a license granted to Borrowers to exercise certain rights and to perform certain obligations of the lessor under the Leases, including

the right to operate the Properties. No Person other than Lender has any interest in or assignment of the Leases or any portion of the

Rents due and payable or to become due and payable thereunder.

4.25

Insurance. Borrowers have

obtained and have delivered to Lender certificates of all of the Policies, with all premiums prepaid thereunder, reflecting the insurance

coverages, amounts and other requirements set forth in this Agreement. No claims have been made under any of the Policies, and no Person,

including any Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

4.26

FIRPTA. No Borrower is

a “foreign person” within the meaning of Sections 1445 or 7701 of the Code.

4.27

Fiscal Year. Each fiscal

year of Borrowers commences on January 1.

4.28

Intellectual Property/Websites.

Other than as set forth on Schedule 8 attached hereto, no Borrower nor any

Affiliate (a) has or holds any tradenames, trademarks, servicemarks, logos, copyrights, patents or other intellectual property (collectively,

“Intellectual Property”) with respect to any of the Properties or the use or operations thereof or (b) is the

registered holder of any website with respect to any of the Properties (other than tenant websites).

4.29

Operations Agreements.

Each Operations Agreement is in full force and effect and no Borrower nor, to Borrowers’ knowledge, any other party to any Operations

Agreement, is in default thereunder, and to Borrowers’ knowledge after due inquiry, there are no conditions which, with the passage

of time or the giving of notice, or both, would constitute a default thereunder. Except as described herein, the REA has not been modified,

amended or supplemented.

4.30

Illegal Activity.

(a)

No portion of any of the Properties has been or will be purchased with proceeds of any illegal activity.

To Borrower’s knowledge, there are no illegal commercial activities or commercial activities relating to controlled substances at

any of the Properties (including any growing, distributing and/or dispensing of marijuana for commercial purposes, medical or otherwise).

(b)

No Borrower nor any Person that Controls any Borrower (i) is listed on any Government Lists (as defined

below), (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive

Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC (as defined below) or

in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted

of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense (as defined below), or (iv) is currently under

investigation by any Governmental Authority for alleged criminal activity. For purposes of this Agreement, the term “Patriot

Act Offense” shall mean any violation of the criminal laws of the United States of America or of any of the several states,

or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states,

relating to terrorism or the laundering of monetary instruments, including any offense under: (A) the criminal laws against terrorism;

(B) the criminal laws against money laundering; (C) the Bank Secrecy Act, as amended; (D) the Money Laundering Control Act of 1986, as

amended, or the (E) Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to commit, or

aiding and abetting another to commit, a Patriot Act Offense. For purposes of this Agreement, the term “Government Lists”

shall mean (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”),

(2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations

of OFAC that Lender notified Borrowers in writing is now included in “Government Lists”, or (3) any similar lists maintained

by the United States Department of State, the United States Department of Commerce or any other Governmental Authority or pursuant to

any Executive Order of the President of the United States of America that Lender notified Borrowers in writing is now included in “Government

Lists”.

4.31

Intentionally Omitted.

4.32

Intentionally Omitted.

4.33

Intentionally Omitted.

4.34

Pledged Collateral.

(a)

Sole Member is the sole beneficial owner of the Pledged Collateral and no Lien exists or will exist

(except the Permitted Encumbrances) upon the Pledged Collateral at any time (and no right or option to acquire the same exists in favor

of any other Person).

(b)

The Pledged Collateral is not and will not be subject to any contractual restriction upon the transfer

thereof (except for any such restriction contained in the Pledge).

(c)

The chief place of business of Sole Member and the office where Sole Member keeps its records concerning

the Pledged Collateral will be located at all times at the address specified as Borrowers’ address in Section 6.1.

(d)

The Pledged Securities have been duly authorized and validly issued and are fully paid and non-assessable

and are not subject to any options to purchase or similar rights of any Person.

(e)

The Security Documents create a valid security interest in the Pledged Collateral, securing the payment

of the Debt, and upon the filing in the appropriate filing offices of the financing statements to be delivered pursuant to this Agreement,

such security interests will be perfected, first priority security interests, and all filings and other actions necessary to perfect such

security interests will have been duly taken. Upon the exercise of its rights and remedies under the Pledge Agreement, Lender will succeed

to all of the rights, titles and interest of Sole Member in each Borrower without the consent of any other Person and will, without the

consent of any other Person, be admitted as the sole member in any Borrower.

4.35

No Contractual Obligations.

Other than the Loan Documents and the organizational documents of Sole Member and each Borrower, as of the date of this Agreement, Sole

Member is not subject to any Contractual Obligations and has not entered into any agreement, instrument or undertaking by which it or

its assets are bound.

All of the

representations and warranties in this Article 4 and elsewhere in the Loan Documents (i)

shall survive for so long as any portion of the Debt remains owing to Lender and (ii) shall be deemed to have been relied upon by

Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf, provided, however,

that the representations, warranties and covenants set forth in Section 4.21 hereof shall survive in perpetuity.

COVENANTS

Until the end of the Term,

Borrowers hereby covenant and agree with Lender that:

5.1

Existence. Each Borrower

and Sole Member shall (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence,

rights, and franchises, (b) continue to engage in the business presently conducted by it, (c) obtain and maintain all Licenses and all

applicable governmental authorizations, and (d) qualify to do business and remain in good standing under the laws of each jurisdiction,

in each case as and to the extent required for the ownership, maintenance, management and operation of the Property owned by it.

5.2

Property Taxes and Other Charges. Borrowers

shall pay all Property Taxes and Other Charges as the same become due and payable, and deliver to Lender receipts for payment or other

evidence satisfactory to Lender that the Property Taxes and the Other Charges have been so paid no later than thirty (30) days before

they would be delinquent if not paid (provided, however, that Borrowers need not pay any Real Estate Taxes nor furnish such receipts for

payment of such Real Estate Taxes paid by Lender pursuant to Section 3.3 hereof). Borrowers shall not suffer and shall promptly cause

to be paid and discharged any Lien or charge against any Property, and shall promptly pay for all utility services provided to any Property.

After prior notice to Lender, Borrowers, at their own expense, may contest by appropriate legal proceeding, promptly

initiated and conducted

in good faith and with due diligence, the amount or validity or application of any Property Taxes or Other Charges, provided that (a)

no Event of Default has occurred and is continuing, (b) such proceeding shall be permitted under and be conducted in accordance with all

applicable Legal Requirements, (c) such proceeding shall suspend the collection of such Property Taxes or such Other Charges, (d) such

proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which any Borrower is

subject and shall not constitute a default thereunder, (e) no part of or interest in any Property will be sold, forfeited, terminated,

canceled or lost, (f) Borrowers shall have furnished such security as may be required in the proceeding, or as may be requested by Lender,

to insure the payment of any such Property Taxes or Other Charges, together with all interest and penalties thereon, which shall not be

less than 125% of the Property Taxes and Other Charges being contested, (g) Borrowers shall promptly upon final determination thereof

pay the amount of such Property Taxes or Other Charges, together with all costs, interest and penalties, (h) such contest shall not affect

the ownership, use or occupancy of any of the Properties, and (i) Borrowers shall, upon request by Lender, give Lender prompt notice of

the status of such proceedings and/or confirmation of the continuing satisfaction of the conditions set forth in clauses (a) through (h)

of this Section 5.2.Lender may pay over any such security or part thereof held by Lender to the claimant entitled thereto at any time

when, in the judgment of Lender, the entitlement of such claimant is established or any Property (or any part thereof or interest therein)

shall be sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of any Mortgage being primed by any related

Lien.

5.3

Access to Properties.

Borrowers shall permit agents, representatives, consultants and employees of Lender to inspect the Properties or any part thereof at reasonable

hours upon reasonable advance notice (which may be given verbally). With Borrowers’ prior written consent, which shall not be unreasonably

withheld, conditioned or delayed, Lender or its agents, representatives, consultants and employees as part of any inspection may take

soil, air, water, building material and other samples from any Property, subject to the rights of tenants under Leases; provided, however,

that Borrowers’ consent to any such inspection pursuant to the preceding sentence shall not be deemed unreasonably withheld, conditioned,

or delayed if such inspection is requested by Lender more than once in any calendar year, unless Borrowers and/or Lender has received

an environmental report or other third-party report reasonably evidencing a need for such inspection. Borrowers shall have the opportunity

to have a representative accompany Lender when it accesses the Property but the availability of any such representative shall not preclude

or delay any such access.

5.4

Repairs; Maintenance and Compliance; Alterations.

5.4.1

Repairs; Maintenance and Compliance. Borrowers

shall at all times maintain, preserve and protect all franchises and trade names, and Borrowers shall cause the Properties to be maintained

in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for Capital Expenses

and alterations performed in accordance with Section 5.4.2 hereof and normal replacement of Equipment with Equipment of equivalent value

and functionality). Borrowers shall promptly comply with all Legal Requirements and immediately cure any violation of a Legal Requirement.

Borrowers shall not commit, permit or suffer to exist any illegal commercial activities or commercial activities relating to controlled

substances at any of the Properties (including any growing, distributing and/or dispensing of marijuana for commercial purposes, medical

or otherwise) for which Borrowers have

knowledge thereof.

Borrowers shall notify Lender in writing within five (5) Business Day after any Borrower first receives notice of any such material non-compliance.

Borrowers shall promptly repair, replace or rebuild any part of any Property that becomes damaged, worn or dilapidated and shall complete

and pay for any Improvements at any time in the process of construction or repair.

5.4.2 Alterations.

Any Borrower may, without Lender’s consent, perform alterations to the Improvements and Equipment which (a) do not constitute

a Material Alteration, (b) do not adversely affect any Borrower’s financial condition or the value of any Property or

the net operating income of any Property and (c) are in the ordinary course of such Borrower’s business. No Borrower shall

perform any Material Alteration without Lender’s prior written consent, which consent shall not be unreasonably withheld or

delayed; provided, however, that Lender may, in its reasonably discretion, withhold consent to any

alteration the cost of which is reasonably estimated to exceed $1,000,000 or which is likely to result in a decrease of Net

Operating Income for the applicable Property by two and one-half percent (2.5%) or more for a period of thirty (30) days or longer.

In connection with any Material Alteration: (i) at Lender’s election, if the aggregate cost for the Material Alteration is

expected to exceed $500,000, (A) Lender shall have received and approved (which approval shall not be unreasonably withheld or

delayed), any general contractor’s agreement, architect’s agreement and the plans and specifications for such work

prepared by a licensed architect, in such instances where it is customary to have such plans and specifications prepared by a

licensed architect (e.g., work of a structural nature) and (B) Lender shall have approved (which approval, including as to

any reasonable list of proposed general contractors or architects submitted by Borrowers, shall not be unreasonably withheld or

delayed) the general contractor and architect retained for such work; (ii) Lender has the right to retain a Construction Consultant

to monitor the work in question, and upon the completion of such Material Alteration, Lender shall have received a report from

Construction Consultant that all of the work completed has been done substantially in compliance with the approved plans and

specifications and applicable Legal Requirements; and (iii) Lender may, as a condition to giving its consent to a Material

Alteration, require that Borrowers deliver to Lender security for payment of the cost of such Material Alteration in an amount equal

to 110% of the cost of the Material Alteration as estimated by Lender, which amount shall periodically be disbursed to Borrowers

during the course of such Material Alteration in accordance with the procedures and requirements set forth in Section 3.5(b) hereof

relating to disbursement of funds for Approved Capital Expenses. Upon substantial completion of the Material Alteration, Borrowers

shall provide evidence reasonably satisfactory to Lender that (x) the Material Alteration was

constructed in accordance with applicable Legal Requirements and substantially in accordance with the plans and

specifications approved by Lender (which approval shall not be unreasonably withheld or delayed), (y) all contractors,

subcontractors, materialmen and professionals who provided work, materials or services in connection with the Material Alteration

have been paid in full and have delivered unconditional releases of liens and (z) all material Licenses necessary for the use,

operation and occupancy of the portion of the applicable Property that is the subject of the Material Alteration (other than those

which depend on the performance of tenant improvement work) have been issued. Borrowers shall reimburse Lender within ten (10)

Business Days of written demand therefor for all out-of-pocket costs and expenses (including the reasonable out of pocket fees of

Construction Consultant and any architect, engineer or other professional engaged by Lender) incurred by Lender in reviewing plans

and specifications or in making any determinations necessary to implement the provisions of this Section 5.4.2.

5.5

Performance of Other Agreements. Borrowers

shall observe and perform each and every term to be observed or performed by one or more Borrowers pursuant to the terms of any agreement

or instrument affecting or pertaining to any Property, including the Loan Documents.

5.6

Cooperate in Legal Proceedings. Borrowers

shall cooperate fully with Lender with respect to, and permit Lender, at its option, and at Borrowers’ sole cost and expense, to

participate in, any proceedings before any Governmental Authority which may in any way affect the rights of Lender under any Loan Document.

5.7

Further Assurances. Borrowers

shall, at Borrowers’ sole cost and expense:

(a) execute and deliver

to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to

evidence, preserve and/or protect the collateral at any time securing or intended to secure the Debt and/or for the better and more effective

carrying out of the intents and purposes of the Loan Documents, as Lender may reasonably require from time to time; (b) provide all such

information as Lender may reasonably require (including any updates to the organizational chart attached hereto as Schedule

4) to ensure Borrowers’ ongoing compliance with Sections 5.26 and 5.31 hereof, including ensuring compliance

with all “know your customer” procedures as Lender may from time-to-time institute with respect to loans that are of a similar

size and nature as the Loan; and (c) upon Lender’s request therefor given from time to time after the occurrence of any Event of

Default pay for (i) reports of UCC, federal tax lien, state tax lien, judgment and pending litigation searches with respect to any Borrower

and Sole Member and (ii) searches of title to one or more of the Properties, each such search to be conducted by search firms reasonably

designated by Lender in each of the locations reasonably designated by Lender.

5.8

Environmental Matters.

5.8.1

Hazardous Substances. So

long as one or more Borrowers own or are in possession of one or more of the Properties, each such Borrower shall (i) keep the Property

owned or possessed by it, and expressly require tenants at such Property to keep such Property, free from Hazardous Substances (other

than Permitted Hazardous Substances) and in compliance with all Environmental Laws, (ii) keep the Property owned or possessed by it free

from any liens or encumbrances imposed pursuant to any Environmental Laws, (iii) promptly notify Lender if such Borrower shall become

aware that (A) any Hazardous Substance (other than Permitted Hazardous Substances) is on or near such Property, (B) such Property is in

violation of any Environmental Laws or (C) any condition on or near such Property shall pose a threat to the health, safety or welfare

of humans, (iv) not use construction materials containing asbestos nor install any improvements at the Property owned or possessed by

it with any materials that contain asbestos and (v) remove such Hazardous Substances and/or cure such violations and/or remove such threats,

as applicable, as required by law (or as shall be required by Lender in the case of removal which is not required by law, but in response

to the opinion of a licensed hydrogeologist, licensed environmental engineer, licensed industrial hygienist or other qualified environmental

consulting firm engaged by Lender (“Lender’s Consultant”)), promptly after such Borrower becomes aware

of same, at Borrowers’ sole expense. Nothing herein shall prevent such Borrower from recovering such expenses from any other party

that may be liable for such removal, remediation or cure.

5.8.2

Environmental Monitoring.

(a) Borrowers

shall give prompt written notice to Lender of (i) any proceeding or inquiry by any party (including any Governmental Authority) with

respect to the presence of any Hazardous Substance on, under, from or about any Property, (ii) all investigations, actions or claims

made or threatened by any third party (including any Governmental Authority) against any Borrower or any Property or any party

occupying any Property relating to any loss or injury resulting from any Hazardous Substance, (iii) any Borrower’s discovery

of any occurrence or condition on any real property adjoining or in the vicinity of any Property that could cause such Property to

be subject to any investigation or cleanup pursuant to any Environmental Laws and (iv) liens or other encumbrances imposed

pursuant to any Environmental Laws, whether due to any act or omission by any Borrower or any other Person. Upon becoming aware of

the presence of any mold or fungus at any Property, Borrowers shall (A) undertake an investigation to identify the source(s) of such

mold or fungus and shall develop and implement an appropriate remediation plan to eliminate the presence of any Toxic Mold, (B)

perform or cause to be performed all acts reasonably necessary for the remediation of any Toxic Mold (including taking any action

necessary to clean and disinfect any portions of such Property affected by Toxic Mold, including providing any necessary moisture

control systems at the affected Property), and (C) provide evidence reasonably satisfactory to Lender of the foregoing. Borrowers

shall permit Lender to join and participate in, as a party if Lender so elects, any legal or administrative proceedings or other

actions initiated with respect to any Property in connection with any Environmental Law or Hazardous Substance, and Borrowers shall

pay all reasonable attorneys’ fees and disbursements incurred by Lender in connection therewith.

(b)

Upon Lender’s request, at any time and from time to time, Borrowers shall provide an inspection

or audit of one or more Properties designated by Lender prepared by a licensed hydrogeologist, licensed environmental engineer or qualified

environmental consulting firm approved by Lender assessing the presence or absence of Hazardous Substances on, in or near such Property

or Properties, and if an Event of Default has occurred and is continuing, or if Lender determines that reasonable cause exists for the

performance of such environmental inspection or audit, then the cost and expense of such audit or inspection shall be paid by Borrowers.

Such inspections and audit may include soil borings and ground water monitoring. If Borrowers fail to provide any such inspection or audit

within thirty (30) days after such request, Lender may order same, and Borrowers hereby grant to Lender and its employees and agents access

to the Properties and a license to undertake such inspection or audit.

(c)

If any environmental site assessment report prepared in connection with such inspection or audit

recommends that an operations and maintenance plan be implemented for any Hazardous Substance, whether such Hazardous Substance existed

prior to the ownership of the applicable Property by any Borrower, or presently exists or is reasonably suspected of existing, Borrowers

shall cause such operations and maintenance plan to be prepared and implemented at their expense, and with respect to any Toxic Mold,

Borrowers shall take all action necessary to clean and disinfect any portions of the Improvements affected by Toxic Mold in or about the

Improvements, including providing any necessary moisture control systems at the affected Property. If any investigation, site monitoring,

containment, cleanup, removal, restoration or other work of any kind is reasonably necessary under an applicable Environmental Laws or

to allow the continued use, occupation or operation of such Property (“Remedial Work”), Borrowers shall

commence all such

Remedial Work within thirty (30) days (or such longer time as reasonably practicable provided Borrowers are diligently and

expeditiously proceeding to commence such Remedial Work) after becoming aware of the same and thereafter diligently prosecute to

completion all such Remedial Work within such period of time as may be required under applicable law. All Remedial Work shall be

performed by licensed contractors approved in advance by Lender and under the supervision of a consulting engineer approved by

Lender. All costs of such Remedial Work shall be paid by Borrowers, including Lender’s reasonable attorneys’ fees and

disbursements incurred in connection with the monitoring or review of such Remedial Work. If Borrowers do not timely commence and

diligently prosecute to completion the Remedial Work, Lender may (but shall not be obligated to) cause such Remedial Work to be

performed at Borrowers’ expense. Notwithstanding the foregoing, Borrowers shall not be required to commence such Remedial Work

within the above specified time period: (i) if prevented from doing so by any Governmental Authority, (ii) if commencing such

Remedial Work within such time period would result in any Borrower or such Remedial Work violating any Environmental Law, or (iii)

if Borrowers, at their expense and after prior written notice to Lender, are contesting by appropriate legal, administrative or

other proceedings, conducted in good faith and with due diligence, the need to perform Remedial Work. Borrowers shall have the right

to contest the need to perform such Remedial Work, provided that, (A) Borrowers are permitted by the applicable Environmental Laws

to delay performance of the Remedial Work pending such proceedings, (B) neither any Property nor any part thereof or interest

therein will be sold, forfeited or lost if a Borrower fails to promptly perform the Remedial Work being contested, and if such

Borrower fails to prevail in such contest such Borrower would thereafter have the opportunity to perform such Remedial Work, (C)

Lender would not, by virtue of such permitted contest, be exposed to any risk of any civil liability for which Borrowers have not

furnished additional security as provided in clause (D) below, or to any risk of criminal liability, and neither any Property nor

any interest therein would be subject to the imposition of any Lien for which Borrowers have not furnished additional security as

provided in clause (D) below, as a result of the failure to perform such Remedial Work and (D) Borrowers shall have furnished to

Lender additional security in respect of the Remedial Work being contested and the loss or damage that may result from

Borrowers’ failure to prevail in such contest in such amount as may be reasonably requested by Lender but in no event less

than 125% of the cost of such Remedial Work as estimated by Lender or Lender’s Consultant and any loss or damage that may

result from Borrowers’ failure to prevail in such contest.

(d)

No Borrower shall install or permit to be installed on any Property any underground storage tank.

5.8.3

O & M Program. In

the event any environmental report delivered to Lender in connection with the Loan recommends the development of or continued compliance

with an operation and maintenance program for any Property (including with respect to the presence of asbestos, lead-based paint and/or

moisture mitigation) (“O & M Program”), Borrowers shall develop (or continue to comply with, as the case

may be) such O & M Program and shall, during the Term, including any extension or renewal thereof, comply in all material respects

with the terms and conditions of the O & M Program.

5.9

Title to the Properties. Borrowers

will warrant and defend the title to the Properties, and the validity and priority of all Liens granted or otherwise given to Lender under

the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.

5.10 Leases.

5.10.1

. Upon request, Borrowers shall furnish Lender with executed copies of all Leases then in effect. All renewals of Leases and

all proposed leases shall provide for rental rates and terms comparable to existing local market rates and shall be arm’s-length

transactions with bona fide, independent third-party tenants.

5.10.2

Material Leases. No Borrower

shall enter into a proposed Material Lease or a proposed renewal, extension or modification of an existing Material Lease without the

prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed

(it being acknowledged and agreed that it is reasonable for Lender to condition any approval on Borrowers funding additional tenant improvement

and/or leasing commission reserves with respect to any Lease in connection with any such approval). Prior to seeking Lender’s consent

to any Material Lease, Borrowers shall deliver to Lender a copy of such proposed lease (a “Proposed Material Lease”)

blacklined to show changes from the standard form of Lease approved by Lender (to the extent any such standard form of Lease has been

approved by Lender) and then being used by Borrowers, together with any information reasonably requested by Lender relating to the proposed

tenant and lease guarantor (if applicable), including any credit and background checks performed by Borrowers relating to such tenant

and lease guarantor, if any. Lender shall approve or disapprove each Proposed Material Lease or proposed renewal, extension or modification

of an existing Material Lease for which Lender’s approval is required under this Agreement within ten (10) Business Days of the

submission by Borrowers to Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease or

proposed renewal, extension or modification of an existing Material Lease. If requested by Borrowers, Lender will grant conditional approvals

of Proposed Material Leases or proposed renewals, extensions or modifications of existing Material Leases at any stage of the leasing

process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove

any such Proposed Material Lease or proposed renewal, extension or modification of an existing Material Lease, if subsequent to any preliminary

approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously

been considered and approved by Lender in connection with such Proposed Material Lease or proposed renewal, extension or modification

of an existing Material Lease.

5.10.3 Minor

Leases. Notwithstanding the provisions of Section 5.10.2 hereof, provided that no

Event of Default is continuing, renewals, amendments and modifications of existing Leases and proposed leases, shall not be subject

to the prior approval of Lender provided (i) the proposed lease would be a Minor Lease or the existing Lease as amended or

modified or the renewal Lease is a Minor Lease, (ii) the proposed lease shall be written substantially in accordance with the

standard form of Lease which shall have been approved by Lender, (iii) the proposed lease shall be with a tenant that is

creditworthy, as reasonably determined by Borrowers, (iv) the Lease as amended or

modified or the renewal Lease or series of leases or proposed lease or series of leases: (A) shall provide for net effective rental

rates and, if applicable, tenant

improvements and

leasing commission amounts, comparable to existing local market rates and otherwise on market terms, (B) shall be arm’s-length

transactions with bona fide, independent third-party tenants, (C) shall, with respect to any residential Lease, have an initial term

of not less than one (1) year and a maximum term (assuming the exercise of all extension options) of not greater than twenty-six

(26) months, (D) shall provide for automatic self-operative subordination to the Mortgages and, at Lender’s option, (x)

attornment to Lender and (y) the unilateral right by Lender, at the option of Lender, to subordinate the Liens of the Mortgages to

the Lease, and (E) shall not contain any option to purchase, any right of first refusal

to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the applicable

Property), any requirement for a non-disturbance or recognition agreement, or any other provision which might adversely affect the

rights of Lender under the Loan Documents in any material respect. Borrowers shall deliver to Lender copies of all Leases which are

entered into pursuant to the preceding sentence together with Borrowers’ certification that it has satisfied all of the

conditions of the preceding sentence within thirty (30) days after the execution of the Lease.

5.10.4

Temporary Apartment Rentals.

In no event shall any Borrower enter into, or knowingly permit or knowingly suffer any tenant under any residential Lease to enter into,

any Temporary Apartment Rental without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned

or delayed. Borrowers agree to use commercially reasonable efforts to prohibit any residential tenants from listing their apartments for

Temporary Apartment Rentals and enforce the terms and conditions of their Lease.

5.10.5

Additional Covenants with Respect to Leases.

Each Borrower: (a) shall observe and perform the material obligations imposed upon the lessor under the Leases and shall not do or permit

anything to impair the value of the Leases as security for the Debt; (b) shall promptly send copies to Lender of all notices of default

that such Borrower shall send or receive under any Lease; (c) shall enforce, in accordance with commercially reasonable practices for

properties similar to the applicable Property, the terms, covenants and conditions in the Leases to be observed or performed by the lessees,

short of termination thereof; (d) shall not collect any of the Rents more than one (1) month in advance (other than security deposits);

(e) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents);

(f) shall not modify any Lease in a manner inconsistent with the Loan Documents; (g) shall not convey or transfer or suffer or permit

a conveyance or transfer of any Property so as to effect a merger of the estates and rights of, or a termination or diminution of the

obligations of, lessees under Leases; (h) shall not consent to any assignment of or subletting under any Material Lease unless required

in accordance with its terms without the prior consent of Lender, which, with respect to a subletting, may not, so long as no Event of

Default is continuing, be unreasonably withheld or delayed; and (i) shall not cancel or terminate any Lease or accept a surrender thereof

(except in the exercise of the applicable Borrower’s commercially reasonable judgment in connection with a tenant default under

a Minor Lease) without the prior consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably

withheld or delayed.

5.11

Estoppel Statement. (a)

After request by Lender, Borrowers shall within ten (10) days furnish Lender with a statement addressed to Lender, its successors and

assigns, duly acknowledged and certified, setting forth (i) the unpaid Principal, (ii) the Interest Rate, (iii) the date installments

of interest and/or Principal were last paid, (iv) any offsets or defenses to the

payment of the Debt, and (v)

that the Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such

modification.

(b) Borrowers

shall deliver to Lender, upon request, estoppel certificates from each party under any Operations Agreement, in form and substance

reasonably satisfactory to Lender; provided, that Borrowers shall not be required to deliver such certificates more

than three (3) times during the Term and not more frequently than once per calendar year (or twice during any calendar year

in which a Securitization occurs).

5.12

Property Management.

5.12.1 Management

Agreement. Each Borrower shall (a) cause the Property owned by it to be managed pursuant to

the Management Agreement; (b) promptly perform and observe all of the covenants required to be performed and observed by it under

such Management Agreement and do all things necessary to preserve and to keep unimpaired its rights thereunder; (c) promptly

notify Lender of any default under such Management Agreement of which it is aware; (d) promptly

deliver to Lender a copy of each financial statement, business plan, capital expenditure plan, and property improvement plan and any

other notice, report and estimate received by such Borrower under its Management Agreement; and (e) promptly enforce the performance

and observance of all of the covenants required to be performed and observed by Manager under such Management Agreement. If any

Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on

the part of such Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this

Agreement or the other Loan Documents, and without waiving or releasing such Borrower from any of its obligations hereunder or under

the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as

may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of such

Borrower to be performed or observed. Without Lender’s prior written consent, no Borrower shall (i) surrender, terminate,

cancel, extend or renew its Management Agreement or otherwise replace the Manager or enter into any other management agreement

(except pursuant to Sections 5.12.2 and 5.12.3 hereof); (ii) reduce or consent to the reduction of the term of its

Management Agreement; (iii) increase or consent to the increase of the amount of any charges under its Management Agreement; (iv)

otherwise modify, change, supplement, alter or amend in any material respect, or waive or release any of its rights and remedies

under, its Management Agreement; or (v) suffer or permit the occurrence and continuance of a default beyond any applicable cure

period under its Management Agreement (or any successor management agreement) if such default permits the Manager to terminate such

Management Agreement (or such successor management agreement).

5.12.2

Termination of Manager.

If: (a) an Event of Default shall be continuing;

(b) Manager is in default

under the Management Agreement; (c) Manager shall become a debtor in any bankruptcy or insolvency proceeding; or (d) upon the gross negligence,

malfeasance or willful misconduct of Manager; Borrowers shall, at the request of Lender, terminate the Management Agreement and replace

Manager with a Qualified Manager pursuant to a Replacement Management Agreement. Borrowers’ failure to appoint an acceptable manager

within thirty (30) days after Lender’s written request of Borrowers to terminate the Management Agreements shall constitute an immediate

Event of Default. Borrowers may from time to time

appoint a successor

manager to manage the Properties, provided that such successor manager is a Qualified Manager is managing the Properties pursuant to a

Replacement Management Agreement.

5.12.3

Replacement of Manager with Crown Residential.

Notwithstanding anything to the contrary in this Agreement, including, without limitation, Section 5.12.1 hereof, on or before

the date that is sixty (60) days after the Closing Date (the “Manager Replacement Date”), Borrowers shall (a)

terminate the Management Agreement then in effect with respect to the Properties, (b) engage Crown Residential to manage the Properties

pursuant to a Replacement Management Agreement substantially in the form of the property management agreement attached hereto as Schedule

13, and (c) deliver to Lender fully executed copies of such Replacement Management Agreement, together with evidence reasonably

satisfactory to Lender that the prior Management Agreement has been terminated and that all amounts owing to the prior Manager thereunder

have been paid in full. Lender’s execution of this Agreement shall constitute Lender’s consent, for all purposes of Section

5.12.1 hereof, to the termination of the prior Management Agreement and the engagement of Crown Residential as contemplated by this

Section 5.12.3, and no further consent, approval or other action of Lender shall be required in connection therewith, provided

the foregoing is effected strictly in accordance with the terms of this Section 5.12.3. Time is of the essence with respect to

Borrowers’ obligations under this Section 5.12.3. From and after the effective date of such Replacement Management Agreement,

(i) Crown Residential shall be deemed "Manager," and (ii) such Replacement Management Agreement shall be deemed the "Management

Agreement," in each case for all purposes of this Agreement and the other Loan Documents, subject in all respects to Sections

5.12.1 and 5.12.2 hereof.

5.13

Special Purpose Bankruptcy Remote Entity. Each

Borrower and Sole Member shall at all times be a Special Purpose Bankruptcy Remote Entity. No Borrower nor Sole Member shall directly

or indirectly make any change, amendment or modification to its or such Sole Member’s organizational documents, or otherwise take

any action which could result in such Borrower or such Sole Member not being a Special Purpose Bankruptcy Remote Entity. A “Special

Purpose Bankruptcy Remote Entity” shall have the meaning set forth on Schedule

5 hereto.

5.14

Assumption in Non-Consolidation Opinion. Each

Borrower and Sole Member shall conduct their business so that the assumptions (with respect to each Person) made in that certain substantive

non-consolidation opinion letter dated the date hereof delivered by Borrowers’ counsel in connection with the Loan, shall be true

and correct in all respects.

5.15

Change in Business or Operation of Properties. Borrowers

shall not purchase or own any real property other than the Properties and shall not enter into any line of business other than the ownership

and operation of the Properties, or make any material change in the scope or nature of their business objectives, purposes or operations,

or undertake or participate in activities other than the continuance of its present business or otherwise cease to operate the Properties

as a (i) with respect to the portion of the Properties owned by Envy Development, a 214 unit Class A mixed use multi-family apartment

building, including approximately 5,575 square feet of ground floor retail space, and (ii) with respect to the portion of the Properties

owned by Envy Recreational, a marina with twenty-six (26) boat slips and related facilities and “Community Center” owned by

Envy Recreational, upon which Envy Recreational operates, directly or

indirectly, a three (3) story

commercial building property, or terminate such business for any reason whatsoever (other than temporary

cessation in connection with renovations to the Property).

5.16

Debt Cancellation.

No Borrower shall cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed

to such Borrower by any Person, except for adequate consideration and in the ordinary course of such Borrower’s business.

5.17

Affiliate Transactions.

No Borrower shall enter into, or be a party to, any transaction with an Affiliate of any Borrower or any of the direct or indirect legal

or beneficial owners of any Borrower without the prior written consent of Lender, which consent shall not be unreasonably withheld if

the terms are no less favorable to such Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction

with an unrelated third party.

5.18

Zoning.

No Borrower shall initiate or consent to any zoning reclassification of any portion of any Property or seek any variance under any existing

zoning ordinance or use or permit the use of any portion of any Property in any manner that could result in such use becoming a non-conforming

use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Lender, which consent

shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is then continuing.

5.19

No Joint Assessment.

No Borrower shall suffer, permit or initiate the joint assessment of any Property (a) with any other real property constituting a tax

lot separate from such Property, and (b) with any portion of such Property which may be deemed to constitute personal property, or any

other procedure whereby the lien of any Taxes which may be levied against such personal property shall be assessed or levied or charged

to such Property.

5.20

Principal Place of Business.

No Borrower shall change its principal place of business or chief executive office from the address set forth in Section 6.1 hereof

without first giving Lender thirty (30) days’ prior written notice.

5.21

Change of Name, Identity or Structure.

No Borrower shall change its name, identity (including its trade name or names) or, other than in connection with a Permitted Transfer

in accordance with the terms hereof, such Borrower’s corporate, partnership or other structure without notifying Lender of such

change in writing at least thirty (30) days prior to the effective date of such change and, in the case of a change in such Borrower’s

structure, without first obtaining the prior written consent of Lender, which consent, may be conditioned upon receipt of an updated substantive

non-consolidation opinion (if Lender reasonably determines that the same is necessary as a result of such Borrower’s new structure).

Each Borrower shall execute and deliver to Lender, prior to or contemporaneously with the effective date of any such change, any financing

statement or financing statement change required by Lender to establish or maintain the validity, perfection and priority of the security

interest granted herein. At the request of Lender, each Borrower shall execute a certificate in form satisfactory to Lender listing the

trade names under which such Borrower intends to operate the Property or Properties owned by such Borrower, and representing and warranting

that such Borrower does business under no other trade name with respect to the or Properties owned by such Borrower.

5.22

Indebtedness.

No Borrower shall directly or indirectly create, incur or assume any indebtedness other than (a) the Debt and (b) unsecured trade payables

incurred in the ordinary course of business relating to the ownership and operation of the Property owned by such Borrower, which in the

case of such unsecured trade payables (i) are not evidenced by a note, (ii) do not exceed, at any time, a maximum aggregate amount of

two percent (2%) of the Allocated Loan Amount of the Property owned by such Borrower (or, when taken together with the unsecured trade

payables of all Borrowers, two percent (2%) of the original amount of the Principal) and (iii) are paid within thirty (30) days of the

date incurred (collectively, “Permitted Indebtedness”). In addition, and. with respect to Sole Member, the obligations

under the Pledge Agreement and the Payment Guaranty shall be deemed to be “Permitted Indebtedness”.

5.23

Licenses; Intellectual Property; Website.

5.23.1

Licenses. No Borrower

shall Transfer any License required for the operation of any of the Properties.

5.23.2

Intellectual Property.

Each Borrower shall keep and maintain all Intellectual Property relating to the use or operation of the Property owned by it and all Intellectual

Property shall be held by and (if applicable) registered in the name of such Borrower. No Borrower shall Transfer or let lapse any Intellectual

Property without Lender’s prior consent.

5.23.3

Website. Any website with

respect to the Properties (other than tenant websites or websites maintained by Manager) shall be maintained by or on behalf of the Borrower

that owns such Property and any such website shall be registered in the name of the Borrower that owns such Property. No Borrower shall

Transfer any such website without Lender’s prior consent.

5.24

Compliance with Restrictive Covenants. Borrowers

shall at all times comply in all material respects with all Operations Agreements. No Borrower will enter into, modify, waive in any material

respect or release any Easements, Operations Agreements or other Permitted Encumbrances, or suffer, consent to or permit the foregoing,

without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

5.25

ERISA.

(a)

No Borrower shall engage in any transaction which would cause any obligation, or action taken or

to be taken, hereunder (or the exercise by Lender or any assignee of any of its rights under the Note, this Agreement or the other Loan

Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975

of the Code.

(b)

Borrowers’ covenant in clause (a) above is based on the assumption that no portion of

the assets used by Lender in connection with the transactions contemplated under this Agreement and the other Loan Documents constitutes

assets of a “benefit plan investor” as defined in Section 3(42) of ERISA and with respect to which any Borrower is a party

in interest (as defined in Section 3(14) of ERISA) or a disqualified person (as defined in Section 4975 of the Code) unless the conditions

of an available prohibited transaction exemption are satisfied.

(c)

No Borrower shall maintain, sponsor, contribute to or become obligated to contribute to, or suffer

or permit any ERISA Affiliate of such Borrower to, maintain, sponsor, contribute to or become obligated to contribute to, any Pension

Plan or permit the assets of such Borrower to become “plan assets,” within the meaning of 29 C.F.R. 2510.3-101, as modified

by Section 3(42) of ERISA.

(d)

Borrowers shall deliver to Lender such certifications or other evidence from time to time throughout

the Term, as requested by Lender, that: (i) no Borrower is or is acting on behalf of an “employee benefit plan” as defined

in Section 3(3) of ERISA, which is subject to Title I of ERISA, a “plan” (as defined in Section 4975 of the Code) that is

subject to Section 4975 of the Code, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) no Borrower

is subject to state statutes regulating investments of, and fiduciary obligations with respect to, governmental plans; and (iii) no assets

of any Borrower constitute “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42)

of ERISA.

(e)

As soon as possible and, in any event within ten (10) days after Borrowers know, or have reason to

know, that (i) any contribution required to be made with respect to a Plan has not been timely made, or (ii) any Borrower or any of their

respective subsidiaries may incur any material liability (including any indirect, contingent, or secondary liability) (A) pursuant to

any post-retirement benefit under any Welfare Plan (other than liability for required continuation coverage described in Part 6 of Title

I of ERISA) or (B) to or with respect to any Plan, Borrowers shall deliver to Lender a certification of the president or chief financial

officer setting forth the details of the applicable event(s) and the action, if any, that any Borrower or any of its respective subsidiaries

proposes to take with respect thereto, together with a copy of any notice or filing from (or which may be required by) any agency or the

United States government with respect thereto.

5.26

Prohibited Transfers.

No Borrower shall directly or indirectly make, suffer or permit the occurrence of any Transfer other than a Permitted Transfer. Borrowers

shall provide Lender with copies of all organizational documents (if any) relating to any Permitted Transfer, together with an updated

organization chart reflecting such Permitted Transfer. Borrowers shall pay within ten (10) Business Days of demand all of the reasonable,

out of pocket costs and expenses incurred by Lender, including reasonable attorneys’ fees and expenses, and, if a Securitization

has occurred, including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed

Transfer, whether or not the same is permitted or occurs.

5.27

Liens.

Without Lender’s prior written consent, no Borrower shall create, incur, assume, permit or suffer to exist any Lien on all or any

portion of any Property or any direct or indirect legal or beneficial ownership interest in any Borrower or Sole Member, except Liens

in favor of Lender and Permitted Encumbrances. Within thirty (30) days after any Borrower first receives notice of such Lien, the applicable

Borrower shall release, pay, discharge or bond such Lien recorded or filed against all or any portion of the applicable Property. Notwithstanding

the preceding sentence, such Borrower may, no later than thirty (30) days after such Borrower first receives notice of an involuntary

Lien, contest any such claim of involuntary Lien without cost or expense to Lender, but only upon posting, and concurrently supplying

to Lender a certified copy of a statutory bond or other security sufficient under applicable law to fully protect any and all of the Property

encumbered by such claim of involuntary Lien and otherwise sufficient in Lender’s

sole opinion to protect

Lender against any judgment in favor of the Lien claimant, provided that at no time shall the aggregate amount of all such Liens that

have not been discharged by bonding and are being contested exceed $50,000.

5.28

Dissolution.

No Borrower shall (a) engage in any dissolution, liquidation or consolidation, division (whether pursuant to Section 18-217 of the Delaware

Act or otherwise) or merger with or into any one or more other business entities, (b) engage in any business activity not related to the

ownership and operation of any Property, (c) modify, amend, waive or terminate its qualification and good standing in any jurisdiction,

(d) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of the property or assets

of such Borrower except to the extent expressly permitted by the Loan Documents or (e) cause, permit or suffer Sole Member to (i) dissolve,

divide (whether pursuant to Section 18-217 of the Delaware Act or otherwise), wind up or liquidate or take any action, or omit to take

any action, as a result of which Sole Member would be dissolved, divided (whether pursuant to Section 18-217 of the Delaware Act or otherwise),

wound up or liquidated in whole or in part, or (ii) amend, modify, waive or terminate the certificate of formation or operating agreement

of Sole Member, in each case without obtaining the prior consent of Lender.

5.29

Expenses.

(a)

Borrowers shall pay or, if Borrowers fail to pay, reimburse Lender upon ten

(10) Business Days of

receipt of notice from Lender for all out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements)

incurred by Lender or Servicer in connection with the Loan, including (i) the preparation, negotiation, execution and delivery of the

Loan Documents and the consummation of the transactions contemplated thereby and all the costs of furnishing all opinions by counsel for

Borrowers; (ii) Borrowers’ and Lender’s ongoing performance under and compliance with the Loan Documents, including (x) confirming

compliance with environmental and insurance requirements, (y) administration of requests for disbursements from Subaccounts and (z) processing

of any request for extension in accordance with Section 2.8 hereof; (iii) the negotiation, preparation, execution, delivery and

administration of any consents, amendments, waivers or other modifications of or under any Loan Document and any other documents or matters

requested by Lender or a Borrower; (iv) filing and recording of any Loan Documents; (v) title insurance, surveys, inspections and appraisals;

(vi) the creation, perfection or protection of Lender’s Liens in the Properties and the Cash Management System Accounts (including

fees and expenses for title and lien searches, intangibles Taxes, personal property Taxes, mortgage recording Taxes, due diligence expenses,

travel expenses, accounting firm fees, costs of appraisals, environmental reports and Lender’s Consultant, surveys and engineering

reports); (vii) enforcing or preserving any rights in response to third party claims or the prosecuting or defending of any action or

proceeding or other litigation, in each case against, under or affecting one or more Borrowers, the Loan Documents, one or more of the

Properties, or any other security given for the Loan; (viii) investigating, preparing, defending, settling, compromising, responding to,

or enforcing or preserving any rights in response to any claim, action, suit, proceeding, investigation, prosecution, subpoena, or request

for documents or other evidence under or affecting any Borrower, the Loan Documents, any Property, or any other security given for the

Loan, whether or not in connection with an action in which any Borrower is the named party; (ix) fees charged by Servicer and, if a Securitization

has occurred, the Rating Agencies in connection with the Loan or any modification thereof and (x) enforcing any

obligations of or

collecting any payments due from Borrowers under any Loan Document or with respect to any Property or in connection with any refinancing

or restructuring of the Loan in the nature of a “work-out”, or any Insolvency Proceedings.

(b)

In addition, in connection with any Rating Comfort Letter, Review Waiver or other Rating Agency consent,

approval or review requested or required hereunder (other than the initial review of the Loan by the Rating Agencies in connection with

a Securitization), Borrowers shall pay all of the reasonable costs and expenses of Lender and Servicer and the costs and expenses of each

Rating Agency in connection therewith, and, if applicable, shall pay any fees imposed by any Rating Agency in connection therewith.

(c)

Any costs and expenses due and payable by Borrowers hereunder which are not paid by Borrowers within

ten (10) days after demand may be paid from any amounts in the Cash Management Account, with notice thereof to Borrowers. The obligations

and liabilities of Borrowers under this Section 5.29 shall survive the Term and the exercise by Lender of any of its rights or

remedies under the Loan Documents, including the acquisition of any Property by foreclosure or a conveyance in lieu of foreclosure.

5.30

Indemnity.

(a) Borrowers

shall defend, indemnify and hold harmless Lender (and for purposes of this Section 5.30, Lender shall include LCC, its Affiliates,

successors and assigns, and their respective officers and directors) and each of its Affiliates and their respective successors and

assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of

any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the

foregoing (each, an “Indemnified Party”), from and against any and all actual, out-of-pocket liabilities,

obligations, losses, damages (other than consequential, punitive, special, speculative or indirect damages), penalties, actions,

judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and

disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding

commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate

levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or

asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner,

relating to or arising out of or by reason of the Loan, including: (a) any breach by any Borrower of its obligations under, or any

misrepresentation by any Borrower contained in, any Loan Document; (b) the use or intended use of the proceeds of the Loan; (c) any

information provided by or on behalf of any Borrower, or contained in any documentation approved by any Borrower; (d) the ownership

of any Mortgage, the Pledge Agreement, the Collateral, any Property or any interest therein, or receipt of any Rents; (e)

any accident, injury to or death of persons or loss of or damage to property occurring in, on or about any Property or on the

adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (f) any use, non-use or condition in, on

or about any Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (g)

performance of any labor or services or the furnishing of any materials or other property in respect of any Property; (h) the

presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous

Substance on, from or affecting any Property; (i) any personal

injury (including

wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (j) any lawsuit brought or

threatened, settlement reached, or government order relating to such Hazardous Substance; (k) any violation of the Environmental Laws

which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (l) any

failure of any Property to comply with any Legal Requirement; (m) any claim by brokers, finders or similar persons claiming to be entitled

to a commission in connection with any Lease or other transaction involving any Property or any part thereof, or any liability asserted

against Lender with respect thereto; (n) the claims of any lessee of any portion of any Property or any Person acting through or under

any lessee or otherwise arising under or as a consequence of any Lease; (o) any risk of loss or liability regarding amounts on deposit

in any Cash Management Systems Account, (p) enforcing or preserving any rights in response to third party claims or the prosecuting or

defending of any action or proceeding or other litigation, in each case against, under or affecting any Borrower, the Loan Documents,

any Property, or any other security given for the Loan; and (q) investigating, preparing, defending, settling, compromising, responding

to, or enforcing or preserving any rights in response to any claim, action, suit, proceeding, investigation, prosecution, subpoena, or

request for documents or other evidence under or affecting any Borrower, the Loan Documents, any Property, or any other security given

for the Loan, whether or not in connection with an action in which any Borrower is the named party; provided, however, that Borrowers

shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified

Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party. Any amounts payable

to any Indemnified Party by reason of the application of this Section 5.30(a) shall be payable within ten (10) Business Days of

written demand. The obligations and liabilities of Borrowers under this Section 5.30(a) shall survive the Term and the exercise

by Lender of any of its rights or remedies under the Loan Documents, including the acquisition of any Property by foreclosure or a conveyance

in lieu of foreclosure.

(b) Notwithstanding

anything contained in clause (a) above to the contrary, solely with respect to an event or condition specified in (x) clauses

(h) through (k) above or (y) clause (l) above relating to the failure of the Property to comply with any

Environmental Law, Borrowers’ obligation to indemnify the Indemnified Parties shall terminate three (3) years after the date

on which the Debt has been paid in full (other than contingent liabilities for which a claim has been made), provided that at such

time, all of the following conditions have been satisfied: (A) Borrowers, at their sole

cost and expense, have delivered a then-current Phase I environmental assessment of the Properties prepared by a hydrogeologist or

environmental engineer or other appropriate consultant reasonably approved by Lender, in general accordance with the ASTM standards,

which indicates, discloses and concludes no actual or threatened (i) non-compliance with or violation of applicable Environmental

Laws (or permits issued pursuant to Environmental Laws) in connection with the Properties or operations thereon, which has not been

cured in accordance with applicable Environmental Laws, (ii) Liens related to any violation of Environmental Laws encumbering the

Properties, (iii) administrative processes or proceedings or judicial proceedings concerning any environmental matter addressed in

this Agreement that have not been dismissed or otherwise resolved, or (iv) unlawful presence or release of Hazardous Substances in,

on, above or under the Properties that has not been fully remediated as required by applicable Environmental Laws, and (B) Borrowers

have paid all reasonable out-of-pocket costs and expenses actually incurred by Lender in connection with Lender's assessment of the

environmental condition of the Properties in connection with the delivery of such Phase I

environmental assessment, including,

without limitation, reasonable actual out-of-pocket attorneys' fees and costs.

5.31

Patriot Act Compliance.

(a)

Borrowers will comply with the Patriot Act (as defined below) and all applicable requirements of

Governmental Authorities having jurisdiction over Borrowers and/or the Properties, including those relating to money laundering and terrorism.

Lender shall have the right, from time to time, to audit Borrowers’ compliance with the Patriot Act and all applicable requirements

of Governmental Authorities having jurisdiction over Borrowers and/or the Properties, including those relating to money laundering and

terrorism. In the event that any Borrower fails to comply with the Patriot Act or any such requirements of Governmental Authorities, then

Lender may, at its option, cause such Borrower to comply therewith and any and all reasonable costs and expenses incurred by Lender in

connection therewith shall be secured by the Mortgages and the other Loan Documents and shall be immediately due and payable. For purposes

of this Agreement, the term “Patriot Act” shall mean the Uniting and Strengthening America by Providing Appropriate

Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001, as the same was restored and amended by Uniting and

Strengthening America by Fulfilling Rights and Ensuring Effective Discipline Over Monitoring Act (USA FREEDOM Act) of 2015 as the same

may be further amended, extended, replaced or otherwise modified from time to time, and any corresponding provisions of future laws.

(b)

At all times throughout the Term, including after giving effect to any Transfers permitted pursuant

to the Loan Documents, (i) none of the funds or other assets of any Borrower or any Guarantor shall constitute property of, or shall be

directly or indirectly Controlled, or beneficially owned, directly or indirectly, by any Person subject to trade restrictions under United

States law, including the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy

Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, with the result that the investment in

such Borrower or any Guarantor, as applicable (whether directly or indirectly), would be prohibited by law (each, an “Embargoed

Person”), or the Loan made by Lender would be in violation of law, (ii) no Embargoed Person shall have any interest of any

nature whatsoever in any Borrower or any Guarantor, as applicable, with the result that the investment in such Borrower or any Guarantor,

as applicable (whether directly or indirectly), would be prohibited by law or the Loan would be in violation of law, and (iii) none of

the funds of any Borrower or any Guarantor, as applicable, shall be derived from any unlawful activity with the result that the investment

in such Borrower or any Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or the Loan would be in

violation of law.

5.32

Approval of Major Contracts.

No Borrower shall, without Lender’s prior consent, which consent shall not be unreasonably withheld, conditioned or delayed: (a)

enter into, surrender or terminate any Major Contract to which it is a party or to which such Borrower or the Property owned by such Borrower

is subject (unless the other party thereto is in material default and the termination of such agreement would be commercially reasonable),

(b) increase or consent to the increase of the amount of any charges under any Major Contract to which it is a party or to which such

Borrower or the Property owned by such Borrower is subject, except as provided therein or on an arm’s-length basis and commercially

reasonable terms; or (c) otherwise modify,

change, supplement,

alter or amend, or waive or release any of its rights and remedies under any Major Contract to which it is a party or to which such Borrower

or the Property owned by such Borrower is subject in any material respect, except on an arm’s-length basis and commercially reasonable

terms.

5.33

Litigation. No Borrower

shall initiate or settle any litigation, arbitration or mediation (or permit any other Person to settle any such litigation, arbitration

or mediation) other than any non-material litigation in the ordinary course of business (e.g., tenant eviction proceeds or bodily injury

litigation that is fully covered by insurance (other than with respect to any deductibles payable pursuant to Section 7.1 hereof)

and has actually been tendered to and accepted in writing by Borrowers’ insurance company or any litigation for which the uninsured

portion of any such claim does not exceed $100,000.00 or other litigation not having a Material Adverse Effect), without Lender’s

prior written consent.

5.34

Limitation on Securities Issuances.

No Borrower shall issue any membership interests or other securities other than those that have been issued as of the date hereof.

NOTICES AND REPORTING

6.1

Notices. All notices,

consents, approvals and requests required or permitted hereunder or under any other Loan Document (a “Notice”)

shall be given in writing (even if not specified herein) and shall only be effective for all purposes if either hand delivered with receipt

acknowledged, or by a nationally recognized overnight delivery service (such as Federal Express), or by certified or registered United

States mail, return receipt requested, postage prepaid, or by e-mail (with confirmation of delivery thereof) to the e-mail addresses to

the extent set forth in this Section 6.1 with a subject line identifying the purpose of such Notice and the name of the applicable

Properties; in each case addressed as follows (or to such other address or Person as a party shall designate from time to time by notice

to the other party):

If to Lender:

LoanCore Capital Credit

REIT LLC

c/o LoanCore Capital

55 Railroad Avenue,

Suite 100

Greenwich, Connecticut 06830

Attention: Kimberly

Lutterman

E-mail: xxxxx@loancore.com

with a copy to:

LoanCore

Capital Credit REIT LLC

c/o LoanCore Capital

55 Railroad Avenue,

Suite 100

Greenwich, Connecticut 06830

Attention: Notices

E-mail:

xxxxx@loancore.com

with a copy to:

Firsel Ross Gussis &

Alexander

10 Parkway North Boulevard,

Suite 110

Deerfield, Illinois 60015

Attention: Samuel P. Gussis, Esq.

Email: xxxxx@firselross.com

If to Borrowers:

Envy

Development DE, LLC

Envy Recreational LLC

c/o Stewards, Inc.

4300

N. University Drive, Suite D105

Lauderhill, Florida 33351

Attention:

Katy Murless, Chief Financial Officer

Email: xxxxx@stewards.com

with a copy to:

Cozen O’Connor One

Liberty Place

1650 Market Street, Suite

2800

Philadelphia, Pennsylvania 19103

Attention: Howard Grossman, Esq.

E-mail: xxxxx@cozen.com

with a copy to:

Scott

Doney, Esq.

3651 Lindell Rd Suite D121

Las Vegas, Nevada 89103

Email:

xxxxx@doneylawfirm.com

A Notice shall be

deemed to have been given: (a) in the case of hand delivery, at the time of delivery; (b) in the case of registered or certified mail,

when delivered or the first attempted delivery on a Business Day; (c) in the case of overnight delivery, upon the first attempted delivery

on a Business Day; or (d) in the case of e-mail, upon the confirmation of delivery of such e-mail.

6.2

Borrower Notices and Deliveries. Borrowers

shall (a) give prompt written notice to Lender of: (i) any litigation, mediation, arbitration, governmental proceedings or claims or investigations

pending or threatened against any Borrower, Sole Member or any Property which might materially adversely affect any Borrower’s or

Sole Member’s condition (financial or otherwise) or business or any Property; (ii) any Material Adverse Effect, or of the occurrence

of any Event of Default of which any Borrower has knowledge; and (b) furnish and provide to Lender: (i) any Securities and Exchange Commission

or other public filings, if any, of any Borrower, Sole Member, Manager, or any Affiliate of any of the foregoing within two (2) Business

Days of such filing and (ii) all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications,

appraisals, title and other insurance reports and

agreements,

reasonably requested, from time to time, by Lender. In addition, after request by Lender (but no more frequently than twice in any

year), Borrowers shall furnish to Lender (A) within ten (10) days, a certificate

addressed to Lender, its successors and assigns reaffirming all representations and warranties of each Borrower set forth in the

Loan Documents as of the date requested by Lender or, to the extent of any changes to any such representations and warranties, so

stating such changes, and (B) within thirty (30) days, tenant estoppel certificates addressed to Lender, its successors and assigns

from each tenant at each Property in form and substance reasonably satisfactory to Lender.

6.3

Financial Reporting.

6.3.1

Bookkeeping. Each Borrower

shall keep on a calendar year basis, in accordance with GAAP, proper and accurate books, records and accounts reflecting all of the financial

affairs of such Borrower and all items of income and expense and any services, Equipment or furnishings provided in connection with the

operation of the Property owned by such Borrower, whether such income or expense is realized by such Borrower, Manager or any Affiliate

of such Borrower. Lender shall have the right from time to time during normal business hours upon reasonable notice to examine such books,

records and accounts at the office of such Borrower or other Person maintaining them, and to make such copies or extracts thereof as Lender

shall desire. After an Event of Default, Borrowers shall pay any costs incurred by Lender to examine such books, records and accounts,

as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

6.3.2 Annual

Reports. Each Borrower shall furnish to Lender annually, within 120 days after each

calendar year, a complete copy of such Borrower’s annual financial statements prepared by such Borrower and accompanied by

audited consolidated financial statements of Stewards for the applicable fiscal year, prepared by Stewards and audited by an

independent PCAOB-registered auditor, which audited consolidated financial statements shall include each Borrower, together with a

consolidating schedule or other reconciliation reasonably acceptable to Lender showing, in accordance with GAAP, balance sheets and

statements of profit and loss for each Borrower and each Property on a combined basis as well as on an individual basis in such

detail as Lender may request. Such financial statements (a) shall be in form and substance satisfactory to Lender, (b) shall set

forth the financial condition and the income and expenses for the Property owned by such Borrower for the immediately preceding

calendar year, including statements of annual net operating income and (c) shall be accompanied by an Officer’s Certificate

(substantially in accordance with the form attached as Schedule 12-1

hereto) certifying (i) that such statement is true, correct, complete and accurate and presents fairly the financial condition of

the Property owned by such Borrower and has been prepared in accordance with GAAP, (ii) whether there exists a Event of

Default, and if so, the nature thereof, the period of time it has existed and the action then being taken to remedy it, (iii) that

as of the date of such Officer’s Certificate, no litigation exists involving any Borrower or any Property in which the amount

involved is $250,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not covered by

insurance, or, if so, specifying such litigation and the actions being taken in relation thereto and (iv) the amount by which

operating expenses incurred by Borrowers for such period were greater than or less than the operating expenses reflected in the

applicable Annual Budget. Lender acknowledges that Borrowers’ financial statements may be consolidated with another person;

provided, however, that any such consolidated financial statement shall contain a

note indicating that its separate

assets and liabilities are neither available to pay the debts of the consolidated Person nor constitute obligations of the consolidated

Person.

6.3.3 Monthly/Quarterly

Reports. Each Borrower shall furnish to Lender within thirty (30) days after the end of

each calendar month or within thirty (30) days after the end of each calendar quarter (as indicated below) the following items: (a)

monthly and year-to-date operating statements, noting net operating income and other information necessary and sufficient under GAAP

to fairly represent the financial position and results of operation of the Property owned by such Borrower during such calendar

month, all in form reasonably satisfactory to Lender; (b) a balance sheet for such calendar month; (c) a comparison of the budgeted

income and expenses and the actual income and expenses for each month and year-to-date for the Property owned by such Borrower,

together with a detailed explanation of any variances of ten percent (10%) or more between budgeted and actual amounts for such

period and year-to-date; (d) a statement of the actual Capital Expenses made by such Borrower during each calendar quarter as of the

last day of such calendar quarter; (e) a statement that such Borrower has not incurred any indebtedness other than Permitted

Indebtedness; (f) an aged receivables report and an aged payables report; and (g) rent rolls

identifying the leased premises, names of all tenants, units leased, monthly rental and all other charges payable under each

Lease, date to which paid, term of Lease, date of occupancy, date of expiration, and a delinquency report for the Property owned by

such Borrower. Each such statement shall be accompanied by an Officer’s Certificate (substantially in accordance with the form

attached as Schedule 12-2 hereto) certifying, to the signer’s knowledge, (i)

that such items are true, correct, accurate, and complete and fairly present the financial condition and results of the operations

of such Borrower and such Property in accordance with GAAP (subject to normal year-end adjustments), (ii) whether there exists a

Event of Default, and if so, the nature thereof, the period of time it has existed and the action then being taken to remedy it,

(iii) that as of the date of such Officer’s Certificate, no litigation exists involving any Borrower or any Property in which

the amount involved is $250,000 (in the aggregate) or more or in which all or substantially all of the potential liability is not

covered by insurance, or, if so, specifying such litigation and the actions being taken in relation thereto and (iv) the amount by

which operating expenses incurred by Borrower for such period were greater than or less than the operating expenses reflected in the

applicable Annual Budget. Such financial statements shall contain such other information as shall be reasonably requested by Lender

for purposes of calculations to be made by Lender pursuant to the terms hereof.

6.3.4

Compliance Certificates.

Each Borrower shall furnish to Lender (a) within thirty (30) days after the end of each calendar quarter, a quarterly calculation of the

Debt Service Coverage Ratio and the Debt Yield for the immediately preceding two (2) calendar quarters as of the most recent Calculation

Date (together with such back-up information as Lender shall require), prepared in the form attached hereto as Schedule

12-3 (or such other form as required by Lender), accompanied by an Officer’s Certificate certifying that such statement

is true, correct, complete and accurate and (b) no later than thirty (30) days prior to the commencement of the Extension Period, a calculation

of the Debt Service Coverage Ratio and the Debt Yield for the immediately preceding six months as of September 1, 2028, with respect to

the Debt Service Coverage Ratio calculation and the Debt Yield calculation required pursuant to Section 2.8 hereof for the Extension

Period.

6.3.5

Other Reports. Each Borrower

shall furnish to Lender, within ten (10) Business Days after request, such further detailed information with respect to the operation

of the Property owned by such Borrower and the financial affairs of such Borrower, Sole Member or Manager as may be reasonably requested

by Lender or, if a Securitization has occurred, any applicable Rating Agency.

6.3.6

Annual Budget.

(a)

Borrowers shall prepare and submit (or shall cause Manager to prepare and submit) to Lender within

thirty (30) days after a Cash Management Period has commenced and by November 30th of each year thereafter during the Term

until such Cash Management Period has ended, for approval by Lender, which approval shall not be unreasonably withheld or delayed, a proposed

pro forma budget for the Property owned by such Borrower for the succeeding calendar year (the “Annual Budget”, and each Annual

Budget approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender is referred to herein as the “Approved

Annual Budget”), and, promptly after preparation thereof, any revisions to such Annual Budget. Lender’s failure to approve

or disapprove any Annual Budget or revision within thirty (30) days after Lender’s receipt thereof shall be deemed to constitute

Lender’s approval thereof. The Annual Budget shall consist of (i) an operating expense budget showing, on a month-by-month basis,

in reasonable detail, each line item of such Borrower’s anticipated operating income and operating expenses (on a cash and accrual

basis), including amounts required to establish, maintain and/or increase any monthly payments required hereunder (and once such Annual

Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender, such operating expense budget

shall be referred to herein as the “Approved Operating Budget”; the Approved Operating Budget in effect as of

the date hereof is attached hereto as Schedule 10), and (ii) a Capital Expense

budget showing, on a month-by-month basis, in reasonable detail, each line item of anticipated Capital Expenses (and once such Annual

Budget has been approved (or deemed approved pursuant to the terms of this Section 6.3.6) by Lender, such Capital Expense budget

shall be referred to herein as the “Approved Capital Expenses Budget”). Until such time that any Annual Budget

has been approved (or deemed to have been approved) by Lender, the prior Approved Annual Budget shall apply for all purposes hereunder

(with such adjustments as reasonably determined by Lender (including increases for any non-discretionary expenses), including taxes, insurance

and other expenses not in the control of Borrower).

(b)

Lender’s failure to deny any written request by Borrowers for Lender’s approval of the

Annual Budget required under this Section 6.3.6 shall be deemed to constitute Lender’s consent to, and approval of, such

Annual Budget provided Borrowers have sent written request to Lender as provided in the following sentence and Lender has failed to respond

to each of the notices required therein in the time-frame specified therein. In order to comply with the foregoing notice requirements

to obtain Lender’s deemed approval of the Annual Budget, Borrowers shall provide a copy of such Annual Budget together with a written

notice sent in accordance with Section 6.1 hereof to Lender marked “PRIORITY” and shall conspicuously state in 14 point

or larger bold type “CONSENT SOUGHT – FIRST NOTICE: PURSUANT TO SECTION 6.3.6 OF THE LOAN AGREEMENT, THIS IS BORROWER’S

FIRST NOTICE OF REQUEST FOR APPROVAL OF THE ANNUAL BUDGET HEREIN PROVIDED. IF LENDER DOES NOT DECLINE APPROVAL IN WRITING OR REQUEST ADDITIONAL

INFORMATION IN WRITING WITHIN TEN (10) DAYS OF ITS

RECEIPT OF THIS

LETTER THE ANNUAL BUDGET SHALL BE DEEMED APPROVED” and if Lender has failed to so

respond by the tenth (10) day, Borrowers shall send a second notice also marked “PRIORITY” and conspicuously

stating in 14 point or larger bold type “CONSENT SOUGHT – SECOND AND FINAL NOTICE: PURSUANT TO SECTION 6.3.6 OF THE

LOAN AGREEMENT, THIS IS BORROWER’S SECOND AND FINAL NOTICE OF REQUEST FOR APPROVAL OF THE ANNUAL BUDGET HEREIN PROVIDED. IF

LENDER DOES NOT DECLINE APPROVAL IN WRITING OR REQUEST ADDITIONAL INFORMATION IN WRITING WITHIN FIVE (5) DAYS OF ITS RECEIPT OF THIS

LETTER THE ANNUAL BUDGET SHALL BE DEEMED APPROVED.”

6.3.7

Additional Operating Expenses.

(a)

During a Cash Management Period, in the event that any Borrower incurs or will incur any operating

expense that is not in the Approved Annual Budget in excess of $2,500 but is otherwise an Approved Operating Expense (each an “Additional

Operating Expense”), then such Borrower shall promptly (but in no event shall such Borrower be required to do so more frequently

than monthly) deliver to Lender a reasonably detailed explanation of such Additional Operating Expense(s) or, with respect to any such

item that is subject to Lender’s approval, such proposed Additional Operating Expense. Any Additional Operating Expense submitted

to Lender (and, if required, approved by Lender) in accordance with this Agreement, together with any Emergency Expenditures, are referred

to herein as an “Approved Additional Operating Expense”. In no event shall management fees in excess of the

Management Fee Cap be paid to Manager as part of the Approved Additional Operating Expense funds distributed to Borrowers pursuant to

Section 3.15(a)(vii) hereof unless expressly approved by Lender in advance in its sole discretion.

(b)

Any funds distributed to any Borrower for the payment of Approved Additional Operating Expenses (including

any distribution to such Borrower pursuant to Section 3.15(a)(vii) hereof) shall be used by such Borrower only to pay for Approved

Additional Operating Expenses or reimburse such Borrower for Approved Additional Operating Expenses, as applicable.

6.3.8

Intentionally Omitted.

6.3.9

Breach. If any Borrower

fails to provide to Lender or its designee any of the financial statements, certificates, reports or information (the “Required

Records”) required by this Article 6 within thirty (30) days after the date upon which such Required Record is due,

Borrowers shall pay to Lender, at Lender’s option and in its discretion (and without limiting any other rights or remedies of Lender

hereunder), an amount equal to $1,000 for each Required Record that is not delivered; provided Lender has given Borrowers

at least fifteen (15) days prior notice of such failure. In addition, thirty (30) days after any Borrower’s failure to deliver any

Required Records, Lender shall have the option (and without limiting any other rights or remedies of Lender hereunder), upon fifteen (15)

days’ notice to Borrowers to gain access to such Borrower’s books and records and prepare or have prepared at Borrowers’

expense, any Required Records not delivered by such Borrower.

INSURANCE; CASUALTY; AND CONDEMNATION

7.1

Insurance.

7.1.1

Coverage. Each Borrower,

at its sole cost, for the mutual benefit of each Borrower and Lender, shall obtain and maintain, with each Borrower included as a Named

Insured/Additional Named Insured, during the Term the following policies of insurance with respect to the Property or Properties owned

by such Borrower:

(a) Property

insurance insuring against loss or damage customarily included under so called “all risk” or “special form”

policies including but not limited to fire, lightning, wind/windstorm/hail, named storm, vandalism, and malicious mischief, boiler

and machinery/equipment breakdown and subject to Section 7.1.1(m) hereof, coverage for damage or destruction caused by the

acts of “Terrorists”, both foreign and domestic, (or such policies shall have no exclusion from coverage with respect

thereto) and such other insurable hazards as, under good insurance practices, from time to time are insured against for other

property and buildings similar to the premises in nature, use, location, height, and type of construction. Such insurance policy

shall also insure for ordinance of law coverage, coverage for loss to the undamaged portion of the building, costs of demolition and

increased cost of construction in amounts satisfactory to Lender, as well as coverage for wind-driven precipitation with sublimits

acceptable to Lender. Each such insurance policy shall (i) be in an amount equal to 100% of the then replacement cost of the

Improvements without deduction for physical depreciation, (ii) have deductibles no greater than $25,000, except (x) for wind/hail

which shall be no greater than $100,000 per occurrence and (y) for named storm and wind-driven precipitation the deductible

shall not exceed five percent (5%) of the insurable value, subject to a $100,000 minimum, per occurrence, (iii) be paid annually in

advance and (iv) be on a replacement cost basis and contain either no coinsurance or, if coinsurance, an agreed amount endorsement,

and shall cover, without limitation, all tenant improvements and betterments that Borrower is required to insure on a replacement

cost basis. Lender shall be named Mortgagee and Lender’s Loss Payable on a Standard Mortgagee Endorsement.

(b)

Flood insurance if any part of the improvements on such Property is located in an area now or hereafter

designated by the Federal Emergency Management Agency as a Special Flood Hazard Area, or such other Zone if Lender so requires. Such coverage

shall (i) be in an amount equal to the maximum limit available through the National Flood Insurance Program, (ii) include such excess

limits in an amount equal to (A) 100% of the full replacement cost of the Improvements on such Property (without any deduction for depreciation)

or (B) such other amount as agreed to by Lender and (iii) have deductibles acceptable to Lender.

(c)

Commercial general liability insurance, including coverage for personal injury, bodily injury, death,

accident and property damage, and excess and/or umbrella liability coverage for personal injury, bodily injury, death, accident and property

damage, such insurance providing in combination no less than containing minimum limits per occurrence of $1,000,000 and $2,000,000 in

the aggregate (applying “per location” if the policy covers more than one location) for any policy year with no deductible

or self-insured retention in excess of $10,000 per occurrence; together with at least $25,000,000 excess and/or umbrella liability insurance

for any and all claims. Such excess and/or umbrella liability shall schedule the auto liability, liquor liability and/or employer’s

liability policies, to the extent such coverages are required. The policies described in this subsection shall also include coverage for

Terrorism, elevators,

escalators, independent

contractors, marina liability for docks, slips and piers, and contractual liability for insured contracts (covering, to the maximum extent

permitted by law, Borrower’s obligation to indemnify Lender as required under this Agreement and the other Loan Documents).

(d)

Rental loss and/or business interruption insurance, including terrorism, in an amount equal to 100%

of the projected gross revenues and/or Rents (less any non-continuing expenses) for a period of at least 18 months or the Actual Loss

Sustained with no time limitation. The period of indemnification shall include the initial period of restoration of at least twelve (12)

months, which is the period of time required to rebuild such Property following a casualty, and an extended period of indemnity endorsement

for a period of six (6) months, which provides that after the physical loss to such Property has been repaired, the continued loss of

income will be insured until such income either returns to the same level it was at prior to the loss, or until the limit for such coverage

as required above is exhausted, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period.

The amount of such insurance shall be increased from time to time during the Term as and when the estimated or actual gross revenues and/or

Rents increase.

(e)

Comprehensive boiler and machinery/equipment breakdown insurance covering all mechanical and electrical

equipment against physical damage, rent loss and improvements loss and covering, without limitation, all tenant improvements and betterments

that Borrower is required to insure pursuant to the lease on a replacement cost basis and in an amount equal to the full replacement cost

of the Improvements on such Property (without any deduction for depreciation) or such other amount acceptable to Lender.

(f) Worker’s

compensation insurance with respect to any employees of Borrower, as required by any Legal Requirement and employer’s

liability with minimum limits of $1,000,000 each accident, $1,000,000 each disease per employee, and $1,000,000 each disease

policy limit (if applicable).

(g)

During any period of repair or restoration, and only if the property and liability coverage forms

do not otherwise apply, (i) commercial general liability and umbrella liability insurance covering claims related to the repairs or restoration

at such Property that are not covered by or under the terms or provisions of the insurance provided for in Section 7.1.1(c) hereof

and (ii) the insurance provided for in Section 7.1.1(a) hereof, which shall, in addition to the requirements set forth in such

Section, (A) be written on a builder’s “all-risk” insurance on a completed value, non-reporting form, in an amount equal

to not less than the full insurable value of such Property, against such risks (including fire and extended coverage and collapse of the

Improvements to agreed limits) as Lender may request, in form and substance and with deductibles acceptable to Lender and against all

risks insured against pursuant to clauses (a), (b), (d), (e), (h) and (m) of this Section

7.1.1 and (B) include permission to occupy such Property.

(h)

If required by Lender, earthquake insurance (i) with minimum coverage equivalent to the greater of

1.0x SUL (scenario upper loss) and 1.5x SEL (scenario expected loss) multiplied by the full replacement cost of the building plus business

income, (ii) having a deductible not in excess of 5% of the total insurable value of such Property, and (iii) if such Property is legally

nonconforming under applicable zoning ordinances and codes, containing ordinance of law coverage in amounts as required by Lender.

(if applicable);

(i)

Insurance against employee dishonesty in an amount acceptable to Lender

(j) Commercial

auto liability coverage for all owned, non-owned and hired autos containing

minimum limits per occurrence of $1,000,000 (if applicable);

(k)

Liquor liability coverage containing minimum limits of $1,000,000 or in such greater amount as may

be required by applicable Legal Requirements (if applicable).

(l)

Such other insurance or higher limits (including environmental liability insurance, earthquake insurance

and mine subsidence insurance) as may from time to time be reasonably required by Lender in order to protect its interests.

(m)

Notwithstanding anything in Section 7.1.1(a) hereof to the contrary, Borrowers shall be required

to obtain and maintain coverage in its property insurance Policy (or by a separate Policy), its Loss of Rents/Business Interruption coverage,

and its Liability policies against loss or damage by terrorist acts, both foreign and domestic, in an amount equal to 100% of the “Full

Replacement Cost” of such Property plus the rental loss and/or business interruption insurance required in Section 7.1.1(d)

hereof provided that such coverage is available. Borrowers shall obtain the coverage required under this Section 7.1.1(m) from

a carrier which otherwise satisfies the rating criteria specified in Section 7.1.2 hereof (a “Qualified Carrier”)

or in the event that such coverage is not available from a Qualified Carrier, Borrowers shall obtain such coverage from the highest rated

insurance company providing such coverage. In the event that such coverage with respect to terrorist acts is not included as part of the

“all risk” property policy required by Section 7.1.1(a) hereof, Borrowers shall, nevertheless be required to obtain

coverage for terrorism (as standalone coverage) in an amount equal to 100% of the “Full Replacement Cost” of the Properties

plus the rental loss and/or business interruption coverage under Section 7.1.1(d) hereof provided that such coverage is available.

7.1.2 Policies. All

policies of insurance (the “Policies”) required pursuant to Section 7.1.1 hereof shall: (a) be issued by

companies approved by Lender and authorized to do business in the State, with (X) a claims paying ability rating of “A”

or better by S&P and “A2” or better by Moody’s (to the extent Moody’s rates the Securities and rates the

applicable insurance company), and (Y) a rating of “A:X” or better in the current Best’s Insurance Reports

(notwithstanding the foregoing, Lender has agreed that Borrowers shall be permitted to maintain a portion of the coverage required

hereunder with insurance companies which do not meet the foregoing requirements in their current participation amounts and positions

within the syndicate, provided that if the current AM Best rating of any such insurer is withdrawn or downgraded, Borrowers shall

replace such carrier with an insurance company meeting the ratings requirements set forth hereinabove); (b) name Lender and its

successors and/or assigns as their interest may appear as the mortgagee/lender’s loss payable (in the case of property

insurance and business interruption/loss of rents coverage) and an additional insured (in the case of liability insurance); (c)

contain (in the case of property insurance) a Non-Contributory Standard Mortgagee Clause/Lender’s Loss Payable Endorsement, or

their equivalents, naming Lender as the person to which all payments made by such insurance company shall be paid; (d) with respect

to property (including business interruption/loss of rents), commercial general liability and excess/umbrella liability policies,

contain a waiver of subrogation in favor of Lender; (e) with respect to property

policies

(including business interruption/loss of rents), contain such provisions as Lender deems reasonably necessary or desirable to

protect its interest, including (i) endorsements providing that neither Borrower, Lender nor any other party shall be a co-insurer

under the Policies, (ii) that Lender shall receive at least thirty (30) days’ prior written notice of cancellation of any of

the property Policies, except ten (10) days’ notice for cancellation due to non-payment of premium; provided that, with

respect to liability Policies, such notice shall also be provided to the extent available; however, if not available, Borrowers

shall provide the required notice to Lender, (iii) that such policy shall not contain any provision that would make the Lender

liable for any premiums and commissions, provided that the policy need not waive the requirement that the premium be paid in order

to effect continuation of coverage if the policy will be cancelled due to non-payment of premium and (iv) providing that Lender is

permitted to make payments to effect the continuation of such policy upon notice of cancellation due to non-payment of premiums; (f)

in the event any property insurance policy shall contain breach of warranty provisions, such policy shall provide that with respect

to the interest of Lender, such insurance policy shall not be invalidated by and shall insure Lender regardless of (i) any act,

failure to act or negligence of or violation of warranties, declarations or conditions contained in such policy by any named insured, (ii)

the occupancy or use of the premises for purposes more hazardous than permitted by the terms thereof, or (iii) any foreclosure or

other action or proceeding taken by Lender pursuant to any provision of the Loan Documents; and (g) be satisfactory in form and

substance to Lender and approved by Lender as to amounts, form, risk coverage, deductibles, loss payees and insureds and complete

copies thereof delivered to Lender. In the event of foreclosure or other transfer of title, Borrowers agree that all proceeds

payable thereunder pertaining to such Borrower’s Property shall thereupon vest in the purchaser at such foreclosure or in

Lender or other transferee in the event of such other transfer of title. Borrowers shall pay the premiums for such Policies (the

“Insurance Premiums”) as the same become due and payable and furnish to Lender evidence of the renewal of

each of the Policies together with (unless such Insurance Premiums have been paid by Lender pursuant to Section 3.4 hereof) receipts

for or other evidence of the payment of the Insurance Premiums reasonably satisfactory to Lender. If Borrowers do not furnish such

evidence and receipts at least thirty (30) days prior to the expiration of any expiring Policy, then Lender may, but shall not be

obligated to, procure such insurance and pay the Insurance Premiums therefor, and Borrowers shall reimburse Lender for the cost of

such Insurance Premiums promptly on demand, with interest accruing at the Default Rate. Borrowers shall deliver to Lender a complete

copy of each Policy within thirty (30) days after its effective date. Within thirty (30) days after request by Lender, Borrowers

shall obtain such increases in the amounts of coverage required hereunder as may be reasonably requested by Lender, taking into

consideration changes in the value of money over time, changes in liability laws, changes in prudent customs and practices, and the

like. Lender agrees that the Policies may be in the form of a blanket policy provided that (A) such blanket policy otherwise meets

the requirements set forth in this Section 7.1, (B) Lender shall be satisfied by evidence required by Lender that the blanket

policy provides the same protection as would separate Policies insuring only the Properties in accordance with the terms of this

Agreement and (C) Borrowers shall, upon written request of Lender, provide Lender with

a complete schedule of locations and values for properties associated with such blanket policy (any such blanket policy that

satisfies the foregoing conditions, an “Acceptable Blanket Policy”).

7.2

Casualty.

7.2.1

Notice; Restoration. If

any Property is damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”), Borrowers

shall give prompt notice thereof to Lender. Following the occurrence of a Casualty, Borrowers, regardless of whether insurance proceeds

are available, shall promptly proceed to restore, repair, replace or rebuild the affected Property in accordance with Legal Requirements

to be of at least equal value and of substantially the same character as prior to such damage or destruction.

7.2.2

Settlement of Proceeds.

If a Casualty covered by any of the Policies (an “Insured Casualty”) occurs where the loss does not exceed the

Restoration Threshold, provided no Event of Default has occurred and is continuing, Borrowers may settle and adjust any claim without

the prior consent of Lender provided that such adjustment is carried out in a competent and timely manner, and Borrowers are hereby authorized

to collect and receipt for the insurance proceeds (the “Proceeds”), and promptly deposit same in the Casualty/Condemnation

Subaccount. In the event of an Insured Casualty where the loss equals or exceeds the Restoration Threshold (a “Significant

Casualty”), Lender may settle and adjust any claim without the consent of any Borrower and agree with the insurer(s) on

the amount to be paid on the loss, and the Proceeds shall be due and payable solely to Lender and held by Lender in the Casualty/Condemnation

Subaccount and disbursed in accordance herewith. If any Borrower or any party other than Lender is a payee on any check representing Proceeds

with respect to a Significant Casualty, such Borrower shall immediately endorse, and cause all such third parties to endorse, such check

payable to the order of Lender. Each Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to

endorse such check payable to the order of Lender. The reasonable, out of pocket expenses incurred by Lender in the settlement, adjustment

and collection of the Proceeds shall become part of the Debt and shall be reimbursed by Borrowers to Lender within ten (10) Business Days

of written demand therefor. Notwithstanding anything to the contrary contained herein, if in connection with a Casualty any insurance

carrier makes a payment under a property insurance Policy that Borrowers propose be treated as business or rental interruption insurance,

then, notwithstanding any designation (or lack of designation) by the insurance carrier as to the purpose of such payment, as between

Lender and Borrowers, such payment shall not be treated as business or rental interruption insurance proceeds unless Borrowers have demonstrated

to Lender’s satisfaction that the remaining net Proceeds that will be received from the property insurance carriers are sufficient

to pay 100% of the cost of fully restoring the Improvements or, if such net Proceeds are to be applied to repay the Debt in accordance

with the terms of this Agreement, that such remaining net Proceeds will be sufficient to pay the Debt in full.

7.3

Condemnation.

7.3.1

Notice; Restoration. Borrowers

shall promptly give Lender notice of the actual or threatened commencement of any condemnation or eminent domain proceeding affecting

any Property (a “Condemnation”) and shall deliver to Lender copies of any and all papers served in connection

with such Condemnation. Following the occurrence of a Condemnation, Borrowers, regardless of whether an Award is available, shall promptly

proceed to restore, repair, replace or rebuild the affected Property in accordance with Legal Requirements to the extent practicable to

be of at least equal value and of substantially the same character (and to have the same utility) as prior to such Condemnation.

7.3.2

Collection of Award.

Lender is hereby irrevocably appointed as each Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect,

receive and retain any award or payment in respect of a Condemnation (an “Award”) and to make any compromise,

adjustment or settlement in connection with such Condemnation. Notwithstanding any Condemnation (or any transfer made in lieu of or in

anticipation of such Condemnation), Borrowers shall continue to pay the Debt at the time and in the manner provided for in the Loan Documents,

and the Debt shall not be reduced unless and until any Award shall have been actually received and applied by Lender to expenses of collecting

the Award and to discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but

shall be entitled to receive out of the Award interest at the Interest Rate. If any Property is sold, through foreclosure or otherwise,

prior to the receipt by Lender of such Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall be recoverable

or shall have been sought, recovered or denied, to receive all or a portion of the Award sufficient to pay the Debt. Borrowers shall cause

any Award that is payable to Borrower to be paid directly to Lender. Lender shall hold such Award in the Casualty/Condemnation Subaccount

and disburse such Award in accordance with the terms hereof.

7.4

Application of Proceeds or Award.

7.4.1

Application to Restoration.

If an Insured Casualty or a Condemnation

occurs where:

(a)

the loss is in an aggregate amount less than twenty percent (20%) of the

Allocated Loan Amount for

the affected Property;

(b)

in the reasonable judgment of Lender, the affected Property can be restored within six (6) months,

and prior to six (6) months before the then-scheduled Stated Maturity Date, and prior to the expiration of the rental or business interruption

insurance with respect thereto, to the affected Property’s pre-existing condition and utility as existed immediately prior to such

Insured Casualty or Condemnation, and to an economic unit not less valuable and not less useful than the same was immediately prior to

the Insured Casualty or Condemnation, and after such Restoration will adequately secure the Debt;

(c)

less than (i) thirty percent (30%), in the case of an Insured Casualty or (ii) fifteen percent (15%),

in the case of a Condemnation, of the rentable area of the affected Improvements has been damaged, destroyed or rendered unusable as a

result of such Insured Casualty or Condemnation;

(d)

Leases demising in the aggregate at least sixty-five percent (65%) of the total rentable space in

the applicable Property and in effect as of the date of the occurrence of such Insured Casualty or Condemnation remain in full force and

effect during and after the completion of the Restoration (hereinafter defined);

(e)

Lender shall be satisfied that the Restoration will be completed in accordance with all Legal Requirements

and the applicable Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal

Requirements; and

(f)

no Event of Default shall have occurred and be then continuing,

then the Proceeds

or the Award, as the case may be (after reimbursement of any expenses incurred by Lender), shall be applied to reimburse Borrowers for

the cost of restoring, repairing, replacing or rebuilding the affected Property (the “Restoration”), in the

manner set forth herein. Borrowers shall commence and diligently prosecute such Restoration. Notwithstanding the foregoing, in no event

shall Lender be obligated to apply the Proceeds or Award to reimburse any Borrower for the cost of Restoration unless, in addition to

satisfaction of the foregoing conditions, both (i) Borrowers shall pay (and if required by Lender, Borrowers shall deposit with Lender

in advance) all costs of such Restoration in excess of the net amount of the Proceeds or the Award made available pursuant to the terms

hereof; and (ii) Lender shall have received evidence reasonably satisfactory to it that during the period of the Restoration, the Rents

for such Property will be at least equal to the sum of the operating expenses and Debt Service for such Property and other reserve payments

required hereunder, as reasonably determined by Lender.

7.4.2

Application to Debt.

(a)

Except as provided in Section 7.4.1 hereof, any Proceeds and/or Award may, at the option of

Lender, be applied to the payment of (i) accrued but unpaid interest on the Note, (ii) the unpaid Principal and (iii) other charges due

under the Note and/or any of the other Loan Documents, or applied to reimburse Borrowers for the cost of any Restoration, in the manner

set forth in Section 7.4.3 hereof. Any prepayment of the Loan made pursuant to this Section 7.4.2 shall be subject to the

Exit Fee, but shall otherwise be without any Spread Maintenance Premium, unless an Event of Default has occurred and is continuing at

the time the Proceeds are received from the insurance company or the Award is received from the condemning authority, as the case may

be, in which event Borrowers shall pay to Lender an additional amount equal to the Spread Maintenance Premium, if any, that may be required

with respect to the amount of the Proceeds or Award applied to the unpaid Principal. In the event that Lender elects to apply any Proceeds

and/or Award to the repayment of the Debt pursuant to this clause (a), Borrowers may, within ninety (90) days following such repayment

of the Debt by Lender, prepay the full outstanding remaining balance of the Debt, which repayment shall be subject to the Exit Fee, but

shall otherwise be without any Spread Maintenance Premium, unless an Event of Default has occurred and is continuing at the time such

repayment is made, in which event Borrowers shall bay both the Spread Maintenance Premium and Exit Fee applicable to such repayment amount.

(b)

Notwithstanding the foregoing provisions of this Section 7.4, if the Loan is included in a

REMIC Trust and, immediately following a release of any portion of the Lien of a Mortgage following a Casualty or Condemnation (but taking

into account any proposed Restoration of the remaining Property), the ratio of the unpaid principal balance of the Loan to the value of

the remaining Properties are greater than 125% (such value to be determined by Lender by any commercially reasonable method permitted

to a REMIC Trust; and which shall exclude the value of personal property or going concern value, if any), the principal balance of the

Loan must be paid down by an amount equal to the least of the following amounts: (i) the net Award or net proceeds (after payment of Lender’s

costs and expenses and any other fees and expenses that have been approved by Lender); (ii) the fair market value of the released property

at the time of the release; or (iii) an amount such that the loan-to-value ratio of the Loan (as so determined by

Lender) does not increase

after the release, unless Lender receives an opinion of counsel that if such amount is not paid, the applicable Securitization will not

fail to maintain its status as a REMIC Trust as a result of the related release of such portion of the Lien of the Mortgage. If and to

the extent the preceding sentence applies, only such amount of the net Award, if any, in excess of the amount required to pay down the

principal balance of the Loan may be released for purposes of Restoration or released to Borrowers as otherwise expressly provided in

this Section 7.4. Additionally, throughout the term of the Loan if an Event of Default is continuing, then Borrowers shall pay

to Lender, with respect to any payment of the Debt pursuant to this Section 7.4.2(b), an additional amount equal to the Spread

Maintenance Premium and Exit Fee applicable thereto; provided, however, that if an Event of Default is not

continuing, then the Spread Maintenance Premium and Exit Fee applicable thereto shall not be payable.

7.4.3

Procedure for Application to Restoration.

If any Borrower is entitled to reimbursement out of the Proceeds or an Award held by Lender, such Proceeds or Award shall be disbursed

from time to time from the Casualty/Condemnation Subaccount upon Lender being furnished with (a) evidence satisfactory to Lender of the

estimated cost of completion of the Restoration, (b) a fixed price or guaranteed maximum cost construction contract for Restoration satisfactory

to Lender, (c) prior to the commencement of Restoration, all immediately available funds in addition to the Proceeds or Award that in

Lender’s judgment are required to complete the proposed Restoration, (d) such architect’s certificates, waivers of lien, contractor’s

sworn statements, title insurance endorsements, bonds, plats of survey, permits, approvals, licenses and such other documents and items

as Lender may reasonably require and approve, and (e) all plans and specifications for such Restoration, such plans and specifications

to be approved by Lender prior to commencement of any work. Lender may, at Borrowers’ expense, retain a Construction Consultant

to review and approve all requests for disbursements, which approval shall also be a condition precedent to any disbursement. No payment

made prior to the final completion of the Restoration shall exceed ninety percent (90%) of the value of the work performed from time to

time; funds other than the Proceeds or Award shall be disbursed prior to disbursement of such Proceeds or Award; and at all times, the

undisbursed balance of such Proceeds or Award remaining in the hands of Lender, together with funds deposited for that purpose or irrevocably

committed to the satisfaction of Lender by or on behalf of Borrowers for that purpose, shall be at least sufficient in the reasonable

judgment of Lender to pay for the cost of completion of the Restoration, free and clear of all Liens or claims for Lien. Provided no Event

of Default then exists, any surplus that remains out of the Proceeds held by Lender after payment of such costs of Restoration shall be

paid to Borrowers (unless a Cash Management Period is continuing, in which event, such surplus shall be deposited into the Cash Management

Account as if Rents and disbursed pursuant to Section 3.15(a) hereof). Any surplus that remains out of the Award received by Lender

after payment of such costs of Restoration shall, at the discretion of Lender, be retained by Lender and applied to payment of the Debt

or returned to Borrowers.

7.5

Application of Business Interruption Insurance and/or Rent Loss

Policies. With respect to any Proceeds paid on account of business interruption and/or rent loss

policies, the same shall be deposited in the Cash Management Account and distributed in accordance with the provisions of Section 3.15

hereof; provided, however, that if such business interruption proceeds are disbursed in a lump sum, unless otherwise agreed

to by Lender in its sole discretion, Lender shall hold such proceeds in the Casualty/Condemnation Subaccount, shall estimate the number

of months required for Borrowers to restore the damage caused by the applicable Casualty, shall

divide the applicable

aggregate business interruption or rent loss proceeds by such number of months and shall disburse such monthly installment of such proceeds

on each Payment Date in the Cash Management Account for disbursement in accordance with Section 3.15 hereof.

DEFAULTS

8.1

Events of Default. An

“Event of Default” shall exist with respect to the Loan if any of the following shall occur:

(a)

any portion of the Debt is not paid when due or Borrowers shall fail to pay when due any payment

required under Sections 3.3, 3.4, 3.5, 3.8 3.10 or 3.11 hereof; provided, however,

if adequate funds are available in the Cash Management Account for any payments pursuant to Section 3.15(a) hereof, or Sections

3.3, 3.4 or 3.5 hereof, and Lender is otherwise obligated to apply such amounts on deposit in the Cash Management Account

to payment pursuant to Section 3.15(a) hereof or to the appropriate Subaccounts, the failure by Cash Management Bank to allocate

such funds for such payment pursuant to Section 3.15(a) hereof or into the appropriate Subaccounts shall not constitute an Event

of Default hereunder);

(b)

any of the Property Taxes are not paid when due (unless, with respect to Real Estate Taxes, Lender

is paying such Real Estate Taxes pursuant to Section 3.3 hereof, sufficient funds are in the Tax Subaccount to make such payment,

Lender is otherwise obligated to (and has the right to) make such payments, and Lender has failed to make such payments), subject to Borrowers’

right to contest Property Taxes in accordance with Section 5.2 hereof;

(c)

the Policies are (i) not kept in full force and effect (unless, with respect to Insurance Premiums,

Lender is paying such Insurance Premiums pursuant to Section 3.4 hereof, sufficient funds are in the Insurance Subaccount to make

such payment, Lender is otherwise obligated to (and has the right to) pay for such Insurance Premiums, and Lender has failed to make such

payments) or (ii) not delivered to Lender upon request;

(d)

a Transfer other than a Permitted Transfer occurs;

(e)

any certification, representation or warranty made by any Borrower or any Guarantor herein or in

any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished by any

Borrower or any Guarantor in connection with any Loan Document, shall be false or misleading in any material respect as of the date the

representation or warranty was made;

(f)

any Borrower, Sole Member or any Guarantor shall make an assignment for the benefit of creditors,

or shall generally not be paying its debts as they become due;

(g)

a receiver, liquidator or trustee shall be appointed for any Borrower, Sole Member or any Guarantor;

or any Borrower, Sole Member or any Guarantor shall be adjudicated a bankrupt or insolvent; or any petition for bankruptcy, reorganization

or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or

acquiesced in by, any Borrower, Sole Member or any Guarantor, as the case may be; or any proceeding for the dissolution or liquidation

of any Borrower, Sole Member or any Guarantor shall be instituted; provided, however, if such appointment,

adjudication, petition or proceeding was

involuntary and not consented

to by such Borrower, Sole Member or such Guarantor, as the case may be, only upon the same not being discharged, stayed or dismissed within

sixty (60) days;

(h)

any Borrower breaches any covenant contained in Sections 2.6.1(d), 5.12.1(i) through (v),

5.12.3, 5.13, 5.15, 5.22, 5.25, 5.27 or 5.28 hereof;

(i)

except as expressly permitted hereunder, the actual alteration, improvement, demolition or removal

of all or any portion of any of the Improvements without the prior written consent of Lender;

(j)

an Event of Default as defined or described elsewhere in this Agreement or in any other Loan Document

occurs; or any other event shall occur or condition shall exist, if the effect of such event or condition is to accelerate or to permit

Lender to accelerate the maturity of any portion of the Debt;

(k)

a default occurs under any term, covenant or provision set forth herein or in any other Loan Document

which specifically contains a notice requirement or grace period and such notice has been given and such grace period has expired;

(l)

any Loan Document shall fail to be in full force and effect to give Lender the Liens, rights, powers

and privileges purported to be created thereby, or if any Borrower Party shall assert that any Loan Document is not in full force and

effect or fails to give Lender the Liens, rights, powers and privileges purported to be created thereby;

(m)

any of the assumptions contained in any substantive non-consolidation opinion, delivered to Lender

by Borrowers’ counsel in connection with the Loan or otherwise hereunder, were not true, complete and correct as of the date of

such opinion or thereafter became untrue or incorrect in any material respects;

(n)

Guarantors breach any of the financial covenants set forth in Section 6 of the Guaranty; or

(o)

a default shall be continuing under any of the other terms, covenants or conditions of this Agreement

or any other Loan Document not otherwise specified in this Section 8.1, for ten (10) Business Days after notice to Borrowers (and

Guarantors, if applicable) from Lender, in the case of any default which can be cured by the payment of a sum of money, or for thirty

(30) days after notice from Lender in the case of any other default; provided, however, that if such non-monetary

default is susceptible of cure but cannot reasonably be cured within such thirty (30)-day period, and Borrowers (or Guarantors, if applicable)

shall have commenced to cure such default within such thirty (30)-day period and thereafter diligently and expeditiously proceeds to cure

the same, such thirty (30)-day period shall be extended for an additional period of time as is reasonably necessary for Borrowers (or

Guarantors, if applicable) in the exercise of due diligence to cure such default, such additional period not to exceed ninety (90) days.

8.2

Remedies.

8.2.1

Acceleration. Upon the

occurrence and during the continuance of an Event of Default (other than an Event of Default described in Sections 8.1(f) or (g)

hereof) and at any

time and from time

to time thereafter, in addition to any other rights or remedies available to it pursuant to the Loan Documents or at law or in equity,

Lender may take such action, without notice or demand (and each Borrower hereby expressly waives any such notice or demand), that Lender

deems advisable to protect and enforce its rights against any or all Borrowers and in and to the Properties; including declaring the Debt

to be immediately due and payable (including unpaid interest, Default Rate interest, Late Payment Charges, Spread Maintenance Premium,

Exit Fees and any other amounts owing by Borrowers), without notice or demand; and upon any Event of Default described in Sections

8.1(f) or (g) hereof, the Debt (including unpaid interest, Default Rate interest, Late Payment Charges, Spread Maintenance

Premium, Exit Fees and any other amounts owing by Borrowers) shall immediately and automatically become due and payable, without notice

or demand, and each Borrower hereby expressly waives any such notice or demand, anything contained in any Loan Document to the contrary

notwithstanding.

8.2.2

Remedies Cumulative. Upon

the occurrence of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender

against Borrowers under the Loan Documents or at law or in equity may be exercised by Lender at any time and from time to time, whether

or not all or any of the Debt shall be declared, or be automatically, due and payable, and whether or not Lender shall have commenced

any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents. Any such actions

taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, successively, together or otherwise,

at such time and in such order as Lender may determine, to the fullest extent permitted by law, without impairing or otherwise affecting

the other rights and remedies of Lender permitted by law, equity or contract or as set forth in the Loan Documents. Without limiting the

generality of the foregoing, each Borrower agrees that if an Event of Default is continuing, (a) to the extent permitted by applicable

law, Lender is not subject to any “one action” or “election of remedies” law or rule, and (b) all Liens and other

rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies

against the Properties, the Mortgages have been foreclosed, the Properties have been sold and/or otherwise realized upon in satisfaction

of the Debt or the Debt has been paid in full. To the extent permitted by applicable law, nothing contained in any Loan Document shall

be construed as requiring Lender to resort to any particular Property or any portion of any Property for the satisfaction of the Debt

in preference or priority to any other portion, and Lender may seek satisfaction out of all or less than all of the Properties or any

part thereof.

8.2.3

Severance.

(a)

During the continuance of an Event of Default, Lender shall have the right from time to time to partially

foreclose any Mortgage and/or the Pledge Agreement (subject to the terms and conditions of the Mortgage and/or Pledge Agreement) in any

manner and for any amounts secured by such Mortgage and/or the Pledge Agreement then due and payable as determined by Lender, including

the following circumstances: (i) in the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled

payments of Principal and interest, Lender may foreclose any Mortgage and/or the Pledge Agreement (subject to the terms and conditions

of the Mortgage and/or Pledge Agreement) to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than

the entire outstanding Principal, Lender may foreclose any Mortgage and/or the Pledge Agreement to recover so much

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of the Principal as

Lender may accelerate and such other sums secured by such Mortgage and/or the Pledge Agreement as Lender may elect (subject to the terms

and conditions of the Mortgage and/or Pledge Agreement). Notwithstanding one or more partial foreclosures, the (x) Properties shall remain

subject to the Mortgages to secure payment of the sums secured by the Mortgages and not previously recovered and (y) Collateral shall

remain subject to the Pledge Agreement to secure payment of the sums secured by the Pledge Agreement and not previously recovered.

(b)

During the continuance of an Event of Default, Lender shall have the right from time to time to sever

the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents in such denominations and

priorities of payment and liens as Lender shall determine for purposes of evidencing and enforcing its rights and remedies provided hereunder.

Each Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such

other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance

reasonably satisfactory to Lender. Each Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled

with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such severance, each Borrower

ratifying all that such attorney shall do by virtue thereof.

8.2.4

Delay. No delay or omission

to exercise any remedy, right or power accruing upon an Event of Default, or the granting of any indulgence or compromise by Lender shall

impair any such remedy, right or power hereunder or be construed as a waiver thereof, but any such remedy, right or power may be exercised

from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default shall not be construed to be a

waiver of any subsequent Default or Event of Default or to impair any remedy, right or power consequent thereon. Notwithstanding any other

provision of this Agreement, Lender reserves the right to seek a deficiency judgment or preserve a deficiency claim in connection with

the foreclosure of any Mortgage and/or the Pledge Agreement to the extent necessary to foreclose on all or any portion of any Property,

the Rents, the Cash Management System Accounts or any other collateral.

8.2.5

Lender’s Right to Perform. If

any Borrower fails to perform any covenant or obligation contained herein and such failure shall continue for a period of five (5) Business

Days after Borrowers’ receipt of written notice thereof from Lender, without in any way limiting Lender’s right to exercise

any of its rights, powers or remedies as provided hereunder, or under any of the other Loan Documents, Lender may, but shall have no obligation

to, perform, or cause performance of, such covenant or obligation, and all costs, expenses, liabilities, penalties and fines of Lender

incurred or paid in connection therewith shall be payable by Borrowers to Lender within ten (10) Business Days of written demand therefor

and if not paid shall be added to the Debt (and to the extent permitted under applicable laws, secured by the Mortgages and other Loan

Documents) and shall bear interest thereafter at the Default Rate. Notwithstanding the foregoing, Lender shall have no obligation to send

notice to any Borrower of any such failure.

SECONDARY MARKET PROVISIONS

9.1

Sale of Note and Secondary Market Transaction.

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9.1.1

General; Borrower Cooperation. Lender

shall have the right at any time and from time to time (a) to sell or otherwise transfer the Loan or any portion thereof (including any

future funding obligation therein) or the Loan Documents or any interest therein to one or more investors, (b) to sell participation interests

in the Loan to one or more investors or (c) to securitize the Loan or any portion thereof in a single asset securitization or a pooled

loan securitization of rated single or multi-class securities (the “Securities”) secured by or evidencing ownership

interests in the Note and the Mortgages (each such sale, assignment, participation and/or securitization is referred to herein as a “Secondary

Market Transaction”, and the transactions referred to in clause (c) shall be referred to herein as a “Securitization”).

In connection with any Secondary Market Transaction, Borrowers shall, at Borrowers’ reasonable expense, use all reasonable efforts

and cooperate fully and in good faith with Lender and otherwise reasonably assist Lender in satisfying the market standards to which Lender

customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies or by applicable Legal Requirements

in connection with any such Secondary Market Transactions, including: (i) to (A) provide such financial and other information with respect

to the Properties, Borrowers and their Affiliates, Guarantors, Manager and any tenants of the Properties, (B) provide business plans and

budgets relating to the Properties and (C) perform or permit or cause to be performed or permitted such site inspection, appraisals, surveys,

market studies, environmental reviews and reports, engineering reports and other due diligence investigations of the Properties, as may

be reasonably requested from time to time by Lender or, if applicable, the Rating Agencies or as may be necessary or appropriate in connection

with a Secondary Market Transaction or Exchange Act requirements (the items provided to Lender pursuant to this clause (i) being called

the “Provided Information”), together, if customary, with appropriate verification of and/or consents to the

Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lender and, if applicable,

the Rating Agencies; (ii) at Borrowers’ expense, cause counsel to render opinions as to non-consolidation and any other opinion

customary in securitization transactions with respect to the Properties, Borrowers and their Affiliates, which counsel and opinions shall

be reasonably satisfactory to Lender and, if applicable, the Rating Agencies; (iii) make such representations and warranties as of the

date of any Secondary Market Transaction with respect to the Properties, Borrowers and the Loan Documents as are customarily provided

in such transactions and as may be reasonably requested by Lender or, if applicable, the Rating Agencies and consistent with the facts

covered by such representations and warranties as they exist on the date thereof, including the representations and warranties made in

the Loan Documents (subject to changes resulting from the passage of time or other changes that do not cause an Event of Default hereunder);

(iv) provide current certificates of good standing and qualification with respect to Borrowers and Sole Member from appropriate Governmental

Authorities; and (v) execute such amendments to the Loan Documents and Borrowers’ organizational documents, as may be requested

by Lender or required pursuant to applicable Legal Requirements or, if applicable, the Rating Agencies or otherwise to effect a Secondary

Market Transaction, provided that nothing contained in this clause (v) shall result in a decrease in any Borrowers’ or any Guarantors’

rights or an increase in any Borrowers’ or any Guarantors’ obligations or liabilities under the Loan Documents or otherwise

in the transaction (other than to a de minimis extent). Borrowers shall pay all reasonable third party costs and expenses incurred

by Lender in connection with a Secondary Market Transaction. Borrowers’ cooperation obligations set forth herein shall continue

until the Loan has been paid in full.

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9.1.2

Use of Information. Borrowers

understand that all or any portion of the Provided Information and the Required Records may be included in disclosure documents in connection

with a Secondary Market Transaction, including a prospectus or private placement memorandum (each, a “Disclosure Document”)

and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the

“Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”),

or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers or other

parties relating to the Secondary Market Transaction. If the Disclosure Document is required to be revised, Borrowers shall reasonably

cooperate with Lender in updating the Provided Information or Required Records for inclusion or summary in the Disclosure Document or

for other use reasonably required in connection with a Secondary Market Transaction by providing all current information pertaining to

Borrowers, Manager and the Properties necessary to keep the Disclosure Document accurate and complete in all material respects with respect

to such matters.

9.1.3

Borrowers Obligations Regarding Disclosure Documents.

In connection with a Disclosure Document, Borrowers shall: (a) if requested by Lender, certify in writing that Borrowers have carefully

examined those portions of such Disclosure Document, pertaining to Borrowers, the Properties, Manager and the Loan, and that such portions

do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made,

in the light of the circumstances under which they were made, not misleading; and (b) indemnify (in a separate instrument of indemnity,

if so requested by Lender)

(i) any underwriter,

syndicate member or placement agent (collectively, the “Underwriters”) retained by Lender or its issuing company

affiliate (the “Issuer”) in connection with a Secondary Market Transaction, (ii) Lender (and for purposes of

this Section 9.1, Lender shall include LCC, its Affiliates, successors and assigns, and their respective officers and directors)

and (iii) the Issuer that is named in the Disclosure Document or registration statement relating to a Secondary Market Transaction (the

“Registration Statement”), and each of the Issuer’s directors, each of its officers who have signed the

Registration Statement and each person or entity who controls the Issuer or the Lender within the meaning of Section 15 of the Securities

Act or Section 30 of the Exchange Act (collectively within clause (iii), the “Lender Group”), and each

of its directors and each person who controls each of the Underwriters, within the meaning of Section 15 of the Securities Act and Section

20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities,

but excluding consequential, special or punitive damages (the “Liabilities”) to which Lender, the Lender Group

or the Underwriter Group may become subject (including reimbursing all of them for any legal or other expenses actually incurred in connection

with investigating or defending the Liabilities) insofar as the Liabilities arise out of or are based upon any untrue statement of any

material fact contained in any of the Provided Information or in any of the applicable portions of such sections of the Disclosure Document

applicable to Borrowers, Manager, Guarantors, the Properties or the Loan, or arise out of or are based upon the omission or alleged omission

to state therein a material fact required to be stated in the applicable portions of such sections or necessary in order to make the statements

in the applicable portions of such sections in light of the circumstances under which they were made, not misleading; provided,

however, that Borrowers shall not be required to indemnify Lender for any Liabilities relating to untrue statements or omissions

which Borrowers identified to Lender in writing at the time of Borrowers’ examination of such Disclosure Document or for Lender’s

mistakes in any Disclosure Document or Registration Statement.

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9.1.4

Borrower Indemnity Regarding Filings.

In connection with filings under the Exchange Act, Borrowers shall indemnify Lender, the Lender Group and the Underwriter Group for any

Liabilities to which Lender, the Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are

based upon the omission or alleged omission to state in the Provided Information a material fact required to be stated in the Provided

Information in order to make the statements in the Provided Information, in light of the circumstances under which they were made not

misleading.

9.1.5

Indemnification Procedure.

Promptly after receipt by an indemnified party under Section 9.1.3 or Section 9.1.4 hereof of notice of the commencement

of any action for which a claim for indemnification is to be made against Borrowers, such indemnified party shall notify Borrowers in

writing of such commencement, but the omission to so notify Borrowers will not relieve Borrowers from any liability that they may have

to any indemnified party hereunder except to the extent that failure to notify causes prejudice to Borrowers. If any action is brought

against any indemnified party, and it notifies Borrowers of the commencement thereof, Borrowers will be entitled, jointly with any other

indemnifying party, to participate therein and, to the extent that it (or they) may elect by written notice delivered to the indemnified

party promptly after receiving the aforesaid notice of commencement, to assume the defense thereof with counsel satisfactory to such indemnified

party in its discretion. After notice from Borrowers to such indemnified party under this Section 9.1.5, Borrowers shall not be

responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other

than reasonable costs of investigation; provided, however, if the defendants in any such action include both

Borrowers and an indemnified party, and any indemnified party shall have reasonably concluded that there are any legal defenses available

to it and/or other indemnified parties that are different from or additional to those available to Borrowers, then the indemnified party

or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of

such action on behalf of such indemnified party or parties. Borrowers shall not be liable for the expenses of more than one separate counsel

unless there are legal defenses available to it that are different from or additional to those available to another indemnified party.

Without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed), no Borrower shall settle or

compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which

indemnification may be sought hereunder (whether or not any Borrower is an actual or potential party to such claim, action, suit or proceeding)

unless such Borrower shall have given Lender reasonable prior written notice thereof and shall have obtained an unconditional release

of each indemnified party hereunder from all liability arising out of such claim, action, suit or proceedings.

9.1.6

Contribution. In order

to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 9.1.3

or Section 9.1.4 hereof is for any reason held to be unenforceable by an indemnified party in respect of any Liabilities (or action

in respect thereof) referred to therein which would otherwise be indemnifiable under Section 9.1.3 or Section 9.1.4 hereof,

Borrowers shall contribute to the amount paid or payable by the indemnified party as a result of such Liabilities (or action in respect

thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of

Section 11(f) of the Securities Act) shall be entitled to contribution from any Person not guilty of such fraudulent misrepresentation.

In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (a)

the Lender Group’s

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and Borrowers’

relative knowledge and access to information concerning the matter with respect to which the claim was asserted; (b) the opportunity to

correct and prevent any statement or omission; and (c) any other equitable considerations appropriate in the circumstances. Lender and

Borrowers hereby agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation.

9.1.7

Survival. The liabilities

and obligations of each Borrower and Lender under this Section 9.1 shall survive the termination of this Agreement and the satisfaction

and discharge of the Debt.

9.2

Severance of Loan. Lender,

without in any way limiting Lender’s other rights hereunder, shall have the right, at any time (whether prior to, in connection

with, or after any Secondary Market Transaction), at Borrowers’ sole cost and expense, with respect to all or any portion of the

Loan, to modify, split and/or sever all or any portion of the Loan as hereinafter provided. Without limiting the foregoing, Lender may

(a) cause the Note and the Mortgages to be split into a first and second mortgage loan, (b) create one or more senior and subordinate

notes (i.e., an A/B or A/B/C structure), (c) create multiple components of the Note (and allocate or reallocate the principal balance

of the Loan among such components), (d) otherwise sever the Loan into two (2) or more loans secured by mortgages and by a pledge of partnership

or membership interests (directly or indirectly) in Borrowers (i.e., a senior loan/mezzanine loan structure), in each such case

described in clauses (a) through (d) above, in whatever proportion and whatever priority Lender determines, and (e) modify

the Loan Documents with respect to the newly created notes or components of the Note such that the pricing and marketability of the Securities

and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable

rating levels and achieve the optimum rating levels for the Loan. Notwithstanding the foregoing, no such amendment described above shall

(i) modify or amend any material economic term of the Loan, or (ii) materially increase the obligations or liabilities, or decrease the

rights, of any Borrower or any Guarantor under the Loan Documents (in each case, other than to a de minimis extent); provided,

however, in each such instance the outstanding principal balance of all the notes evidencing the Loan (or components of

such notes) immediately after the effective date of such modification equals the outstanding principal balance of the Loan immediately

prior to such modification and the weighted average of the interest rates for all such note(s) (or components thereof) immediately after

the effective date of such modification equals the Interest Rate immediately prior to such modification. If requested by Lender, Borrowers

(and Borrowers’ constituent members, if applicable, and Guarantors) shall execute within five (5) Business Days after such request,

such documentation as Lender may reasonably request to evidence and/or effectuate any such modification or severance. At Lender’s

election, each note comprising the Loan may be subject to one or more Securitizations. Lender shall have the right to modify the Note

and/or Notes and any components in accordance with this Section 9.2 and, provided that such modification shall comply with the

terms of this Section 9.2, it shall become immediately effective.

10.

MISCELLANEOUS

10.1

Exculpation. Subject to

the qualifications below, Lender shall not enforce the liability and obligation of any Borrower to perform and observe the obligations

contained in the Loan Documents by any action or proceeding wherein a money judgment shall be sought against

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such Borrower,

except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding

to enable Lender to enforce and realize upon its interest and rights under the Loan Documents, or in all or any of the Properties,

the Rents or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically

provided herein, any judgment in any such action or proceeding shall be enforceable against a Borrower only to the extent of such

Borrower’s interest in the Properties, in the Rents and in any other collateral given to Lender. The provisions of this Section

10.1 shall not, however, (i) constitute a waiver, release or impairment of any obligation evidenced or secured by any Loan

Document, (ii) impair the right of Lender to name one or more Borrowers as a party defendant in any action or suit for foreclosure

and sale under any Mortgage and/or the Pledge Agreement, (iii) affect the validity or enforceability of any of the Loan Documents or

any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder, (iv)

impair the right of Lender to obtain the appointment of a receiver, (v) impair the enforcement of the Assignments of Leases and

Rents, (vi) constitute a prohibition against Lender to commence any other appropriate action or proceeding in order for Lender to

fully realize the security granted by any Mortgage and/or the Pledge Agreement or to exercise its remedies against all or any of the

Properties or (vii) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrowers, by money

judgment or otherwise, to the extent of any actual loss, damage, cost, expense, liability, claim or other obligation incurred by

Lender (including reasonable attorneys’ fees and costs reasonably incurred, but excluding consequential, special or punitive

damages) arising out of or in connection with the following (all such liability and obligation of Borrower for any or all of the

following being referred to herein as “Borrowers’ Recourse Liabilities”):

(a)

fraud, willful misconduct or misrepresentation by or on behalf of any Borrower Party in connection

with the Loan, including by reason of any claim under the Racketeer Influenced and Corrupt Organizations Act (RICO);

(b)

the forfeiture by any Borrower of any Property, or any portion thereof, or Sole Member of the Collateral,

or any portion thereof, because of the conduct or purported conduct of criminal activity by or on behalf of any such Borrower Party;

(c)

intentional material physical waste of any Property or any portion thereof, or, after an Event of

Default, the removal or disposal of any portion of any Property, provided that the inability to maintain or repair the Property as a result

of insufficient revenues therefrom shall not constitute intentional material physical waste of the Property;

(d)

any Proceeds paid by reason of any Insured Casualty or any Award received in connection with a Condemnation

or other sums or payments attributable to any Property not applied in accordance with the provisions of the Loan Documents (except to

the extent that a Borrower did not have the legal right, because of a bankruptcy, receivership or similar judicial proceeding, to direct

disbursement of such sums or payments);

(e)

all Rents of any Property received or collected by or on behalf of any Borrower after an Event of

Default and not applied to payment of Principal and interest due under the Note, and to the payment of actual and reasonable operating

expenses of such Property, as they become due or payable (except to the extent that such application of such funds is prevented by

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bankruptcy, receivership,

or similar judicial proceeding in which such Borrower is legally prevented from directing the disbursement of such sums);

(f)

misappropriation, misapplication or conversion by or on behalf of any Borrower (including failure

to turn over to Lender on demand following an Event of Default) of any gross revenues (including Rents, advance deposits, any other deposits,

rents collected in advance, funds held by any Borrower for the benefit of another party and Lease Event Payments);

(g)

the failure to pay Property Taxes (unless, with respect to Real Estate Taxes, Lender is paying such

Real Estate Taxes pursuant to Section 3.3 hereof, sufficient funds are in the Tax Subaccount to make such payment, Lender is otherwise

obligated to (and has the right to) make such payments, and Lender has failed to make such payments);

(h)

the breach of any representation, warranty, covenant or indemnification in any Loan Document concerning

Environmental Laws or Hazardous Substances, including Sections 4.21 and 5.8 hereof, and clauses (h) through (l)

of Section 5.30 hereof;

(i)

the failure to pay any charges for labor or materials or other charges that can create Liens on any

portion of any of the Properties;

(j)

any security deposits (including letters of credit), advance deposits or any other deposits collected

by or on behalf of any Borrower with respect to any of the Properties which are not delivered to Lender in accordance with the provisions

of the Loan Documents;

(k)

the failure to obtain and maintain the fully paid for Policies in accordance with Section 7.1.1

hereof (unless, with respect to Insurance Premiums, Lender is paying such Insurance Premiums pursuant to Section 3.4 hereof, sufficient

funds are in the Insurance Subaccount to make such payment, Lender is otherwise obligated to (and has the right to) pay for such Insurance

Premiums, and Lender has failed to make such payments);

(l)

if any Borrower Party, (A) causes any Borrower to opt out of Article 8 of the UCC or causes the Collateral

to not be treated as “securities” governed by and within the meaning of Article 8, (B) causes any Borrower to amend or otherwise

modify its organizational documents in order to amend or repeal its election to be governed by Article 8 of the UCC, or (C) causes any

termination or cancellation of the limited liability company membership certificate evidencing Sole Member’s one hundred percent

(100%) ownership interest in any Borrower;

(m)

the breach of the covenants set forth in Sections 2.6.5 hereof or Section 2.6.6 hereof

subject to any applicable notice and cure periods;

(n)

except as expressly permitted hereunder, the demolition of all or any portion of any improvements

without the prior written consent of Lender (excluding in connection with the removal or replacement of worn or obsolete Improvements

or Equipment no longer needed or suitable for the operation of the Properties);

(o)

the failure by Borrowers to deposit into the Shortfall Reserve Subaccount any amounts required pursuant

to Section 3.11 hereof as and when due thereunder, such loss deemed to be equal to the aggregate amount Borrowers have been, at

any time during the Term,

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or is then, required

to so deposit into the Shortfall Reserve Subaccount during the Term plus aggregate amount of Lender’s enforcement costs and expenses

incurred in connection with the same; and/or

(p)

except as set forth in clause (ii) of the definition of “Springing Recourse Event”

below, a breach of any of the representations set forth in the “Certificate Re ‘Recycled’ Special-Purpose Entity”

delivered to Lender in connection with the Loan or a breach of the representation set forth in Section 4.1(b) hereof or a breach

of the covenants set forth in Section 5.13 hereof.

Notwithstanding

anything to the contrary in this Agreement or any of the Loan Documents, (A) Lender

shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of

the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all

of the Debt in accordance with the Loan Documents, and (B) Lender’s agreement not to pursue personal liability of Borrowers as

set forth above SHALL BECOME NULL AND VOID and shall be of no further force and effect, and the Debt shall be fully recourse to

Borrowers in the event that one or more of the following occurs (each, a “Springing Recourse Event”):

(i)

an Event of Default described in Section 8.1(d) hereof shall have

occurred;

(ii)

a breach of any of the representations set forth in the “Certificate Re

‘Recycled’

Special-Purpose Entity” delivered to Lender in connection with the Loan or a breach of the representation set forth in Section

4.1(b) hereof or a breach of the covenants set forth in Section 5.13 hereof, if such breach is cited by a bankruptcy court

as the basis for the substantive consolidation of Borrower with another Person;

(iii)

any Borrower or Sole Member files a voluntary petition under any Insolvency Law;

(iv)

the filing of an involuntary petition against any Borrower and/or Sole Member under any Insolvency

Law by any other Person if (x) any such Borrower Party or any officer, director or representative which, directly or indirectly, Controls

such Borrower and/or Sole Member colludes with or otherwise assists such Person, and/or (y) any such Borrower Party or any officer, director

or representative which, directly or indirectly, Controls any Borrower and/or Sole Member solicits or causes to be solicited petitioning

creditors for any involuntary petition against any Borrower and/or Sole Member by any Person;

(v)

any Borrower Party files an answer consenting to, or otherwise acquiescing in, or joining in, any

involuntary petition filed against any Borrower and/or Sole Member by any other Person under any Insolvency Law;

(vi)

any Borrower Party consents to, or acquiesces in, or joins in, an application for the appointment

of a custodian, receiver, liquidator, trustee or examiner for any Borrower, Sole Member or any portion of any Property unless the appointment

of a

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custodian, receiver, liquidator,

trustee or examiner is made at the request of Lender or Servicer;

(vii)

any Borrower or Sole Member makes an assignment for the benefit of creditors or admits, in writing

in any legal proceeding, its insolvency or inability to pay its debts as they become due;

(viii)

if any Borrower Party, in connection with any enforcement action or exercise or assertion of any

right or remedy by or on behalf of Lender under or in connection with the Note, the Mortgages or any other Loan Document (including Lender’s

seeking an appointment of a receiver), seeks a defense, judicial intervention or injunctive or other equitable relief of any kind or asserts

in a pleading filed in connection with a judicial proceeding any defense against Lender or any right in connection with any security for

the Loan if there is a final, non-appealable court judgment that such action was brought in bad faith solely to delay or frustrate Lender’s

exercise of its rights; and/or

(ix)

any Borrower Party taking an affirmative wrongful act with the intention to impair the enforcement

of the Pledge Agreement as a result of Lender also being the mortgagee under the Mortgage and failing, promptly after receipt of written

notice from the Lender referring to this section, to refrain from or revoke such action to the extent necessary to prevent such impairment

therefrom in which there is a final, non-appealable court judgment that such act was in bath faith and taken solely to delay or frustrate

Lender’s exercise of its rights to enforce the Pledge Agreement.

10.2

Brokers and Financial Advisors.

(a)

Each Borrower and Lender hereby represents that it has dealt with no financial advisors, brokers,

underwriters, placement agents, agents or finders in connection with the Loan other than Baybridge Real Estate Capital (“Broker”)

whose fees shall be paid by Borrowers pursuant to a separate agreement. Borrowers shall indemnify and hold Lender harmless from and against

any and all claims, liabilities, costs and expenses (including attorneys’ fees, whether incurred in connection with enforcing this

indemnity or defending claims of third parties) of any kind in any way relating to or arising from a claim by any Person (including Broker)

that such Person acted on behalf of Borrowers in connection with the transactions contemplated herein. The provisions of this Section

10.2 shall survive the expiration and termination of this Agreement and the repayment of the Debt.

(b)

Notwithstanding anything in Section 10.2(a) hereof to the contrary, each Borrower hereby acknowledges

that (i) at Lender’s sole discretion, Broker may receive further consideration from Lender relating to the Loan or any other matter

for which Lender may elect to compensate Broker pursuant to a separate agreement between Lender and Broker and (ii) Lender shall have

no obligation to disclose to any Borrower the existence of any such agreement or the amount of any such additional consideration paid

or to be paid to Broker whether in connection with the Loan or otherwise.

10.3

Retention of Servicer.

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(a)

At the option of Lender, the Loan may be serviced by the Servicer, and Lender may delegate all or

any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a servicing agreement

(the “Servicing Agreement”) between Lender and the Servicer. Borrowers shall not be responsible for any set-up

fees or any other initial costs relating to or arising under the Servicing Agreement. Borrowers shall not be responsible for payment of

the regular ongoing master servicing fee due to the Servicer under the Servicing Agreement.

(b)

Borrowers shall pay any fees and expenses of the Servicer or Lender and any customary third-party

fees and expenses in connection with a prepayment, release of any Property, approvals under the Loan

Documents requested by Borrowers, assumption of Borrowers’ obligations or modification of the Loan, as well as any fees and

expenses in connection with the special servicing or work-out of the Loan or enforcement of the Loan Documents, including, special servicing

fees, operating or trust advisor fees (if the Loan is a specially serviced loan or in connection with a workout), work-out fees, liquidation

fees, attorney’s fees and expenses and other fees and expenses in connection with the modification or restructuring of the Loan.

10.4

Survival; Successors and Assigns.

This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto

shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force

and effect so long as any of the Debt is unpaid or such longer period if expressly set forth in this Agreement. Whenever in this Agreement

any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and assigns

of such party. All of Borrowers’ covenants and agreements in this Agreement shall inure to the benefit of the respective legal representatives,

successors and assigns of Lender.

10.5

Lender’s Discretion; Rating Agency Review Waiver.

(a)

Whenever pursuant to this Agreement or any other Loan Document, Lender exercises any right given

to it to request, approve or disapprove, or consent or withhold consent, or any arrangement or term is to be satisfactory to Lender or

is to be in Lender’s discretion, the decision of Lender to request, approve or disapprove, to consent or withhold consent, or to

decide whether arrangements or terms are satisfactory or not satisfactory, or acceptable or unacceptable or in Lender’s discretion

shall (except as is otherwise specifically herein provided) be in the sole and absolute discretion of Lender and shall be final and conclusive.

Additionally, whenever in this Agreement or any other Loan Document, Lender exercises any right given to it to approve or disapprove,

or consent or withhold consent, or any arrangement or term is to be satisfactory to Lender in Lender’s reasonable discretion, or

Lender agrees to not withhold, condition or delay its consent, the decision of Lender to approve or disapprove, to consent, condition,

delay or withhold consent, or to decide whether arrangements or terms are satisfactory or not satisfactory, or acceptable or unacceptable

or in Lender’s discretion shall (except as is otherwise specifically herein provided) be in the sole and absolute discretion of

Lender while an Event of Default is continuing unless otherwise specifically herein provided.

(b)

Whenever, pursuant to this Agreement or any other Loan Documents, a Rating Comfort Letter is required

from each applicable Rating Agency, in the event that any

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applicable

Rating Agency “declines review”, “waives review” or otherwise indicates in writing or otherwise to

Lender’s or Servicer’s satisfaction that no Rating Comfort Letter will or needs to be issued with respect to the matter

in question (each, a “Review Waiver”), then the Rating Comfort Letter requirement with respect to such

Rating Agency shall be deemed to be satisfied with respect to such matter. It is expressly agreed and understood, however, that

receipt of a Review Waiver (i) from any one Rating Agency shall not be binding or apply with respect to any other Rating Agency and

(ii) with respect to one matter shall not apply or be deemed to apply to any subsequent matter for which Rating Comfort Letter is

required. For the avoidance of doubt, a Rating Comfort Letter shall only be required with respect to a matter under this Agreement

or any other Loan Document if such Rating Comfort Letter is expressly required pursuant to the applicable Pooling and Servicing

Agreement.

(c)

Prior to a Securitization or in the event that there is a Review Waiver or in the event that a Rating

Comfort Letter is not required under the applicable Pooling and Servicing Agreement, if Lender does not have a separate and independent

approval right with respect to the matter in question, then the term Rating Comfort Letter shall be deemed instead to require the prior

written consent of Lender.

10.6

Governing Law.

(a)

THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY LENDER AND ACCEPTED BY BORROWERS

IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE

THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS,

INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY,

AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT

REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS

FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED

ACCORDING TO, THE LAW OF THE STATE, COMMONWEALTH OR DISTRICT, AS APPLICABLE, IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT,

TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, COMMONWEALTH OR DISTRICT, AS APPLICABLE, THE LAW OF THE STATE OF NEW YORK SHALL

GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND THE DEBT. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH

BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT

AND THE NOTE, AND THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

PURSUANT TO § 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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(b)

ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWERS ARISING OUT OF OR RELATING TO THIS

AGREEMENT SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN NEW YORK COUNTY, NEW YORK AND EACH BORROWER WAIVES ANY OBJECTION WHICH

IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH BORROWER HEREBY IRREVOCABLY SUBMITS

TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. EACH BORROWER DOES HEREBY DESIGNATE AND APPOINT COZEN O’CONNOR,

ATTENTION: WILLIAM F. DAVIS, ESQ., HAVING AN ADDRESS AT 3 WTC, 175 GREENWICH STREET, 55TH FLOOR, NEW YORK, NEW YORK 10007,

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION

OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND EACH BORROWER AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT

SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE OF SUCH BORROWER MAILED OR DELIVERED TO SUCH BORROWER IN THE MANNER PROVIDED HEREIN SHALL

BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH BORROWER (UNLESS LOCAL LAW REQUIRES ANOTHER METHOD OF SERVICE), IN ANY

SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. EACH BORROWER (i) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS

OF ITS AUTHORIZED AGENT HEREUNDER, (ii) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN

NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (iii)

SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT

LEAVING A SUCCESSOR. NOTWITHSTANDING THE FOREGOING, LENDER SHALL HAVE THE RIGHT TO INSTITUTE ANY LEGAL SUIT, ACTION OR PROCEEDING FOR

THE ENFORCEMENT OR FORECLOSURE OF ANY LIEN ON ANY COLLATERAL FOR THE LOAN IN ANY FEDERAL OR STATE COURT IN ANY JURISDICTION(S) THAT LENDER

MAY ELECT IN ITS SOLE AND ABSOLUTE DISCRETION, AND EACH BORROWER WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING

OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN

ANY SUIT, ACTION OR PROCEEDING.

10.7

Modification, Waiver in Writing. No

modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document,

nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be (x) in a writing signed

by the party or parties against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance,

and for the purpose, for which given or (y) as a result of Benchmark Conforming Changes. Except as otherwise expressly provided herein,

no notice to or demand on any Borrower shall entitle any Borrower to any other or future notice or demand in the same, similar or other

circumstances. Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant

or agreement, or exercising any right, power, remedy or privilege hereunder, or under any other Loan Document, shall operate as or constitute

a waiver thereof, nor

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shall a single or

partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular,

and not by way of limitation, by accepting payment after the due date of any amount payable under any Loan Document, Lender shall not

be deemed to have waived any right either to require prompt payment when due of all other amounts due under the Loan Documents, or to

declare an Event of Default for failure to effect prompt payment of any such other amount. Lender shall have the right to waive or reduce

any time periods that Lender is entitled to under the Loan Documents in its sole and absolute discretion.

10.8

Trial by Jury. EACH BORROWER

AND LENDER HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY

TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER

ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY EACH BORROWER AND

LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE

ACCRUE. EITHER PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY

THE OTHER.

10.9

Headings/Schedules. The

Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and

shall not constitute a part of this Agreement for any other purpose. The Schedules attached hereto, are hereby incorporated by reference

as a part of this Agreement with the same force and effect as if set forth in the body hereof.

10.10

Severability. Wherever

possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but

if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10.11

Preferences. Upon the

occurrence and continuance of an Event of Default, Lender shall have the continuing and exclusive right to apply or reverse and reapply

any and all payments by Borrowers to any portion of the Debt. To the extent Borrowers make a payment to Lender, or Lender receives proceeds

of any collateral, which is in whole or part subsequently invalidated, declared to be fraudulent or preferential, set aside or required

to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause,

then, to the extent of such payment or proceeds received, the Debt or part thereof intended to be satisfied shall be revived and continue

in full force and effect, as if such payment or proceeds had not been received by Lender. This provision shall survive the expiration

or termination of this Agreement and the repayment of the Debt.

10.12

Waiver of Notice. No Borrower

shall be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or any other

Loan Document specifically and expressly requires the giving of notice by Lender to such Borrower and except with respect to matters for

which such Borrower is not, pursuant to applicable

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Legal Requirements,

permitted to waive the giving of notice. Each Borrower hereby expressly waives the right to receive any notice from Lender with respect

to any matter for which no Loan Document specifically and expressly requires the giving of notice by Lender to such Borrower.

10.13

Remedies of Borrower.

If a claim or adjudication is made that Lender or any of its agents, including Servicer, has acted unreasonably or unreasonably delayed

acting in any case where by law or under any Loan Document, Lender or any such agent, as the case may be, has an obligation to act reasonably

or promptly, Borrowers agree that neither Lender nor its agents, including Servicer, shall be liable for any monetary damages, and Borrowers’

sole remedy shall be to commence an action seeking injunctive relief or declaratory judgment. Any action or proceeding to determine whether

Lender has acted reasonably shall be determined by an action seeking declaratory judgment. Each Borrower specifically waives any claim

against Lender and its agents, including Servicer, with respect to actions taken by Lender or its agents on Borrowers’ behalf. Additionally,

and without limiting any of the other provisions contained herein, each Borrower hereby unconditionally and irrevocably waives, to the

maximum extent permitted by applicable law, any rights it may have to claim or recover against Lender in any legal action or proceeding

any special, exemplary, punitive or consequential damages.

10.14

Prior Agreements. This

Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated

hereby and thereby, and all prior agreements, understandings and negotiations among or between such parties, whether oral or written,

are superseded by the terms of this Agreement and the other Loan Documents.

10.15

Offsets, Counterclaims and Defenses.

Each Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought

against one or more Borrowers by Lender or its agents, including Servicer, or otherwise offset any obligations to make payments required

under the Loan Documents. Any assignee of Lender’s interest in and to the Loan Documents shall take the same free and clear of all

offsets, counterclaims or defenses which one or more Borrowers may otherwise have against any assignor of such documents, and no such

offset, counterclaim or defense shall be interposed or asserted by one or more Borrowers in any action or proceeding brought by any such

assignee upon such documents, and any such right to interpose or assert any such offset, counterclaim or defense in any such action or

proceeding is hereby expressly waived by Borrowers.

10.16

Publicity. All news releases,

publicity or advertising by any Borrower or its Affiliates or Lender or its Affiliates through any media intended to reach the general

public, which refers to any party to this Agreement or any of their Affiliates, the Loan Documents, the Loan, a Loan purchaser, the Servicer

or the trustee in a Secondary Market Transaction, shall be subject to the prior written approval of the other party to this Agreement,

not to be unreasonably withheld, conditioned or delayed. Lender shall have the right to publicly release tombstone or similar advertisements

with respect to the Loan containing the amount, type and purpose of the Loan, the name, location and type of the Properties, a photograph

or rendering of the Property, as well as provide the foregoing information to commercial database providers.

10.17

No Usury. Borrowers and

Lender intend at all times to comply with applicable state law or applicable United States federal law (to the extent that it permits

Lender to contract

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for, charge, take,

reserve or receive a greater amount of interest than under state law) and that this Section 10.17 shall control every other agreement

in the Loan Documents. If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called

for under the Note or any other Loan Document, or contracted for, charged, taken, reserved or received with respect to the Debt, or if

Lender’s exercise of the option to accelerate the maturity of the Loan or any prepayment by Borrowers results in Borrowers having

paid any interest in excess of that permitted by applicable law, then it is Borrowers’ and Lender’s express intent that all

excess amounts theretofore collected by Lender shall be credited against the unpaid Principal and all other Debt (or, if the Debt has

been or would thereby be paid in full, refunded to Borrowers), and the provisions of the Loan Documents immediately be deemed reformed

and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply

with applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder. All sums paid or agreed to

be paid to Lender for the use, forbearance or detention of the Loan shall, to the extent permitted by applicable law, be amortized, prorated,

allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account

of the Debt does not exceed the maximum lawful rate from time to time in effect and applicable to the Debt for so long as the Debt is

outstanding. Notwithstanding anything to the contrary contained in any Loan Document, it is not the intention of Lender to accelerate

the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such

acceleration.

10.18

Conflict; Construction of Documents; Reliance. In

the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement

shall control. The parties hereto acknowledge that each is represented by separate counsel in connection with the negotiation, drafting,

execution and delivery of the Loan Documents and that the Loan Documents shall not be subject to the principle of construing their meaning

against the party that drafted them. Each Borrower acknowledges that, with respect to the Loan, such Borrower shall rely solely on its

own judgment and advisors in entering into the Loan, without relying in any manner on any statements, representations or recommendations

of Lender or any parent, subsidiary or affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of

any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by

virtue of the ownership by it or any parent, subsidiary or affiliate of Lender of any equity interest any of them may acquire in Borrowers,

and each Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect

to Lender’s exercise of any such rights or remedies. Each Borrower acknowledges that Lender engages in the business of real estate

financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrowers

or its Affiliates.

10.19

No Joint Venture or Partnership; No Third Party Beneficiaries.

(a)

Borrowers and Lender intend that the relationships created under the Loan Documents be solely that

of borrowers and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common or joint tenancy

relationship between Borrowers and Lender nor to grant Lender any interest in any of the Properties other than that of mortgagee, beneficiary

or lender.

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(b)

The Loan Documents are solely for the benefit of Lender and Borrowers and nothing contained in any

Loan Document shall be deemed to confer upon anyone other than Lender and Borrowers any right to insist upon or to enforce the performance

or observance of any of the obligations contained therein.

10.20

Spread Maintenance Premium.

Borrowers acknowledge and agree that

(a) Lender is making

the Loan in consideration of the receipt by Lender of all interest and other benefits intended to be conferred by the Loan Documents and

(b) if payments of Principal become due and owing to Lender prior to the then-scheduled Stated Maturity Date (including any payments due

under the Guaranty, the Envy Recreational Guaranty or Payment Guaranty, to the extent applicable), for any reason whatsoever, whether

voluntary or involuntary, including as a result of any acceleration of the Loan pursuant to the terms of this Agreement, by operation

of law or otherwise or after an Event of Default, Lender will not receive all such interest and other benefits and may, in addition, incur

costs. For these reasons, and to induce Lender to make the Loan, Borrowers agree that, except as expressly provided in Section 2.3.2

or Article 7 hereof, any payments of Principal and accrued interest and other sums due under the Loan Documents, including without

limitation during the continuance of an Event of Default and/or at any time from and after the acceleration of the Debt by the terms of

this Agreement, operation of law or otherwise, shall include the Spread Maintenance Premium applicable to such Principal; provided,

however, that the foregoing shall not be deemed to imply that the Loan may be voluntarily prepaid in any manner or under

any circumstance other than as expressly set forth in this Agreement. Such Spread Maintenance Premium shall be required together with

such repayment of Principal whether payment is made by Borrowers, by Guarantors (if applicable pursuant to the terms of the Guaranty),

by Envy Recreational (if applicable pursuant to the terms of the Envy Recreational Guaranty, Sole Member (if applicable pursuant to the

terms of the Payment Guaranty) or any other Person on behalf of Borrowers or Guarantors or Sole Member, or by the purchaser at any foreclosure

sale, and may be included in any bid by Lender at such sale. Each Borrower further acknowledges that: (i) it is a knowledgeable real estate

developer and/or investor; (ii) it fully understands the effect of the provisions of this Section 10.20, as well as the other provisions

of the Loan Documents; (iii) the making of the Loan by Lender at the Interest Rate and other terms set forth in the Loan Documents are

sufficient consideration for Borrowers’ obligation to pay a Spread Maintenance Premium (if required); and (iv) Lender would not

make the Loan on the terms set forth herein without the inclusion of such provisions. Borrowers also acknowledge that the provisions of

this Agreement limiting the right of prepayment and providing for the payment of the Spread Maintenance Premium and other charges specified

herein were independently negotiated and bargained for, and constitute a specific material part of the consideration given by Borrowers

to Lender for the making of the Loan except as expressly permitted hereunder.

10.21

Assignments and Participations.

In addition to any other rights of Lender hereunder, the Loan, the Note, the Loan Documents and/or Lender’s rights, title, obligations

and interests therein may be sold, assigned, participated or otherwise transferred by Lender and any of its successors and assigns to

any Person at any time in its sole and absolute discretion, in whole or in part, whether by operation of law (pursuant to a merger or

other successor in interest) or otherwise without notice to or consent from Borrowers or any other Person. Upon such assignment, all references

to Lender in this Agreement and in any Loan Document shall be deemed to refer to such assignee or successor in interest and such assignee

or successor in interest shall thereafter stand in the place of Lender in all respects, in each such case with respect to the portion

116

of the Loan so assigned.

Except as expressly permitted herein, no Borrower may assign its rights, title, interests or obligations under this Agreement or under

any of the Loan Documents.

10.22

Intentionally Omitted.

10.23

Waiver of Marshalling of Assets.

To the fullest extent permitted by law, each Borrower, for itself and its successors and assigns, waives all rights to a marshalling of

the assets of such Borrower, such Borrower’s members or partners, as applicable, and others with interests in such Borrower, and

of the Property owned by such Borrower, and shall not assert any right under any laws pertaining to the marshalling of assets, the sale

in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat,

reduce or affect the right of Lender under the Loan Documents to a sale of the Property owned by such Borrower for the collection of the

Debt without any prior or different resort for collection, or of the right of Lender to the payment of the Debt out of the net proceeds

of the Property owned by such Borrower in preference to every other claimant whatsoever.

10.24

Joint and Several Liability.

If more than one Person has executed this Agreement as “Borrower,” the representations, covenants, warranties

and obligations of all such Persons hereunder shall be joint and several. Each of the Borrowers shall be jointly and severally liable

for payment of the Debt and performance of all other obligations of Borrowers (or any of them) under this Agreement or any other Loan

Document.

10.25

Creation of Security Interest.

Notwithstanding any other provision set forth in this Agreement, the Note, the Mortgages or any of the other Loan Documents, Lender may

at any time create a security interest in all or any portion of its rights under this Agreement, the Note, the Mortgages and any other

Loan Document (including the advances owing to it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of

Governors of the Federal Reserve System.

10.26

Cross Default; Cross Collateralization.

Each Borrower acknowledges that Lender has made the Loan to Borrowers upon the security of its collective interest in the Properties and

in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of the Properties

taken separately. Each Borrower agrees that the Mortgages are and will be cross-collateralized and cross-defaulted with each other so

that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages which secure

the Note; (ii) an Event of Default under the Note or this Agreement shall constitute an Event of Default under each Mortgage; and (iii)

each Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for

the Note.

10.27

Contribution Among Borrowers. Notwithstanding

that Borrowers are jointly and severally liable to Lender for payment of the Loan, as among Borrowers, each shall be liable only for such

Borrower’s Allocated Amount (as hereinafter defined) and, accordingly, each Borrower whose Property or other assets are, from time

to time, utilized to satisfy a portion of the Debt in excess of such Borrower’s Allocated Loan Amount, shall be entitled, commencing

95 days after payment in full of the Debt, to contribution from each of the other Borrowers pro-rata in accordance with their respective

liabilities in accordance with this Agreement. The “Allocated

117

Amount” for

each Borrower shall equal the Allocated Loan Amount for the Property or Properties owned by such Borrower.

10.28

Certain Additional Rights of Lender. Notwithstanding

anything to the contrary which may be contained in this Agreement, Lender shall have:

(a)

the right to routinely consult with Borrowers’ management regarding the significant business

activities and business and financial developments of Borrowers, provided, however, that such consultations shall not include discussions

of environmental compliance programs or disposal of Hazardous Substances. Consultation meetings should occur on a regular basis (no less

frequently than quarterly) with Lender having the right to call special meetings at any reasonable times;

(b)

the right, in accordance with the terms of this Agreement, to examine the books and records of each

Borrower at any time upon reasonable notice;

(c)

the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end

financial reports, including balance sheets, statements of income, shareholders’ equity and cash flow, a management report and schedules

of outstanding indebtedness;

(d)

the right, without restricting any other rights of Lender under this Agreement (including any similar

right), to restrict financing to be obtained with respect to the Properties so long as any portion of the Debt remains outstanding;

(e)

the right, without restricting any other right of Lender under this Agreement or the other Loan Documents

(including any similar right), to restrict, upon the occurrence of an Event of Default, Borrowers’ payments of management, consulting,

director or similar fees to Affiliates of Borrowers from the Rents;

(f)

the right, without restricting any other rights of Lender under this Agreement (including any similar

right), to approve any acquisition by any Borrower of any other significant property (other than personal property required for the day

to day operation of the Property owned by such Borrower); and

(g)

the right, without restricting any other rights of Lender under this Agreement (including any similar

right), to restrict the transfer of interests in any Borrower held by its members, and the right to restrict the transfer of interests

in such member, except for any transfer that is a Permitted Transfer.

The rights described

above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in Lender. The provisions

of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets”

regulation 29 C.F.R., Section 2510.3-101.

10.29

Set-Off. In addition to

any rights and remedies of Lender provided by this Agreement and by law, Lender shall have the right in its sole discretion, without prior

notice to any Borrower, any such notice being expressly waived by each Borrower to the extent permitted

118

by applicable law,

upon any amount becoming due and payable by any Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off

and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any

currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent,

matured or unmatured, at any time held or owing by Lender or any Affiliate thereof to or for the credit or the account of Borrowers. Lender

agrees promptly to notify Borrowers after any such set-off and application made by Lender; provided that the failure to give such notice

shall not affect the validity of such set-off and application.

10.30

Intentionally Omitted.

10.31

Counterparts. This Agreement

may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall

together constitute one and the same instrument.

10.32

Negation of Implied Right to Cure Events of Default.

Notwithstanding anything contained in this Agreement or any of the other Loan Documents providing that certain rights, remedies or privileges

are only available to Lender during the “continuance” of an Event of Default (or words of similar import), each Borrower expressly

acknowledges and agrees that it does not have the right to cure an Event of Default once the same has occurred under this Agreement or

any other Loan Document and Lender has delivered Borrowers written notice of such Event of Default, in each case without the consent of

Lender, which consent may be withheld, delayed or denied by Lender in its sole and absolute discretion.

10.33

Acknowledgement and Consent to Bail-In of Affected Financial Institutions.

(a)

Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement

or understanding among the respective parties thereto, each party hereto acknowledges that any liability of any Affected Financial Institution

arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of

the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i)

the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to

any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(ii)

the effects of any Bail-in Action on any such liability, including, if

applicable:

(A)

a reduction in full or in part or cancellation of any such

liability;

(B) a

conversion of all, or a portion of, such liability into shares or other

instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued

to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it

119

in lieu of any rights

with respect to any such liability under this Agreement or any other Loan Document; or

(C)

the variation of the terms of such liability in connection with the exercise of the write-down and

conversion powers of the applicable Resolution Authority.

(b)

As used in this Section 10.33 the following terms have the following meanings ascribed thereto:

(i)

“Affected Financial Institution” shall mean (a) any EEA Financial Institution

or (b) any UK Financial Institution.

(ii)

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion

Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

(iii)

“Bail-In Legislation” shall mean, (A) with respect to any EEA Member Country

implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing

law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule,

and (B) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other

law, regulation, rule, or requirement applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment

firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

(iv)

“EEA Financial Institution” shall mean (A) any credit institution or investment

firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority; (B) any entity established

in an EEA Member Country which is a parent of an institution described in clause (A) of this definition, or (C) any financial institution

established in an EEA Member Country which is a subsidiary of an institution described in clauses (A) or (B) of this definition

and is subject to consolidated supervision with its parent.

(v)

“EEA Member Country” shall mean any of the member states of the European

Union, Iceland, Liechtenstein, and Norway.

(vi)

“EEA Resolution Authority” shall mean any public administrative authority

or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for

the resolution of any EEA Financial Institution.

(vii)

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation

Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

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(viii)

“UK Financial Institution” shall mean any BRRD Undertaking (as such term

is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or

any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct

Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment

firms.

(ix)

“UK Resolution Authority” shall mean the Bank of England or any other public

administrative authority having responsibility for the resolution of any UK Financial Institution.

(x)

“Write-Down and Conversion Powers” shall mean, (a) with respect to any

EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation

for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and

(b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce,

modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises,

to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any

such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that

liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

10.34

Registered Obligations.

(a)

Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document,

the Note is, and any other promissory notes issued under the Loan Documents shall be, registered as to both principal and any stated interest.

(b)

If Lender sells a participation interest in the Loan, Lender shall, acting solely for this purpose

as a non-fiduciary agent of Borrowers, maintain a register on which it enters the name and address of each participant and the principal

amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant

Register”); provided that Lender shall not have any obligation to disclose all or any portion of the Participant Register

(including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters

of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish

that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States

Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Lender shall treat each Person

whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding

any notice to the contrary.

(c)

Lender or its designee, acting for this purpose solely as a non-fiduciary agent of Borrowers, shall

maintain a register (the “Register”) for the recordation of the name and address of each Lender, the outstanding

Principal, accrued and unpaid interest and other fees due

121

it hereunder (any

such amount a “Borrower Obligation”) and whether such Lender is the original Lender or an assignee pursuant

to an assignment under Section 10.21. The Register shall be made available for inspection by Borrowers or Lender at any reasonable

time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive, absent manifest error, and Borrowers

and Lender shall treat the Person whose name is recorded in the Register pursuant to the terms hereof as the owner of any Borrower Obligation

held by such holder, as indicated in the Register, for all purposes of this Agreement.

10.35

Waiver Respecting Benchmark and Benchmark Replacement.

Lender shall not have any liability with respect to, and Borrowers hereby irrevocably waive and release Lender from, and covenants and

agrees not to assert any claim against Lender, with respect to (i) the administration of, submission of, calculation of or any other matter

related to the Term SOFR Reference Rate or other rates in the definition of “Term SOFR” or with respect to any alternative,

comparable or successor rate thereto, or replacement rate thereof (including any then-current Benchmark or any Benchmark Replacement),

including whether the composition or characteristics of any such alternative, successor or replacement reference rate (including any Benchmark

Replacement), as it may or may not be adjusted pursuant to Section 2.2.3, regardless of whether Term SOFR or any Benchmark Replacement

is or will produce similar or dissimilar value or economic equivalence of Term SOFR or any other Benchmark, or have the same volume or

liquidity as did the London interbank offered rate or any other Benchmark prior to or after any conversion to a Benchmark Replacement

or other rate of interest pursuant to Section 2.2.3, or (ii) the effect, implementation or composition of any Benchmark Conforming

Changes.

[Remainder of Page Intentionally

Left Blank; Signature Pages Follow]

122

WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives,

all as of the day and year first above written.

BORROWERS:

ENVY DEVELOPMENT DE, LLC,

a Delaware

limited liability company

By:

/s/ Shaun Quin

Name:

Shaun Quin

Title:

Authorized Signatory

ENVY RECREATIONAL

LLC,

a Delaware limited

liability company

By:

/s/ Shaun Quin

Name:

Shaun Quin

Title:

Authorized Signatory

123

LENDER:

LOANCORE CAPITAL CREDIT REIT LLC,

Delaware limited liability company

By:

/s/ Jason Mergen

Name:

Jason Mergen

Title:

Managing Director

124

EX-10.2 — AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING, DATED AS OF SEPTEMBER 23, 2026

EX-10.2

Filename: ex10_2.htm · Sequence: 7

This instrument prepared by or under the

direction of and upon recording is to be returned to:

Firsel Ross Gussis & Alexander LLC

10 Parkway North Blvd,

Suite 110

Deerfield, IL 60015

Attention: Samuel P. Gussis, Esq.

Space Above This Line For Recorder’s

Use

(This

space is reserved for Clerk)

NOTICE TO RECORDER: THIS

AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (THIS “MORTGAGE”)

IS AN AMENDMENT AND RESTATEMENT OF THAT CERTAIN AMENDED AND RESTATED REAL ESTATE MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY

AGREEMENT DATED AUGUST 29, 2024 MADE BY ENVY DEVELOPMENT DE, LLC (“MORTGAGOR”) IN FAVOR OF FC ENVY, LLC, A DELAWARE

LIMITED LIABILITY COMPANY (“FC ENVY LENDER”), AND RECORDED ON SEPTEMBER 5, 2024 AS INSTRUMENT NO. 119780564

OF THE PUBLIC RECORDS OF BROWARD COUNTY, FLORIDA (THE “PUBLIC RECORDS”), AS ASSIGNED FROM FC ENVY LENDER TO

AMERANT BANK, N.A. (“AMERANT”) PURSUANT TO THAT CERTAIN ASSIGNMENT OF NOTE, MORTGAGE AND SECURITY AGREEMENT

AND FIXTURE FILING AND OTHER DOCUMENTS DATED SEPTEMBER 27, 2024, AS SUBSEQUENTLY ASSIGNED FROM AMERANT TO FORMAN OPERATING COMPANY LLC,

A DELAWARE LIMITED LIABILITY COMPANY (“FORMAN LENDER”) PURSUANT TO THAT CERTAIN ASSIGNMENT OF NOTE, MORTGAGE

AND SECURITY AGREEMENT AND FIXTURE FILING AND OTHER DOCUMENTS RECORDED ON JULY 1, 2026 AS INSTRUMENT NO. 120957306 OF THE PUBLIC RECORDS,

AND AS SUBSEQUENTLY ASSIGNED FROM FORMAN LENDER TO FC POMPANO A NOTE BH, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“EXISTING

LENDER”) PURSUANT TO THAT CERTAIN ASSIGNMENT OF AMENDED AND RESTATED REAL ESTATE MORTGAGE, ASSIGNMENT OF LEASES AND RENTS

AND SECURITY AGREEMENT RECORDED ON JULY 13, 2026 AS INSTRUMENT NO. 120978497 OF THE PUBLIC RECORDS (COLLECTIVELY, THE “EXISTING

MORTGAGE”).

PRIOR TO THE DATE HEREOF, THE

EXISTING MORTGAGE SECURED AN AMENDED AND RESTATED PROMISSORY NOTE DATED AUGUST 29, 2024, IN THE ORIGINAL PRINCIPAL AMOUNT OF $55,219,985.00,

EXECUTED BY MORTGAGOR IN FAVOR OF FC ENVY LENDER, AS ASSIGNED FROM FC ENVY LENDER TO AMERANT PURSUANT TO THAT CERTAIN ALLONGE DATED

SEPTEMBER 27, 2024, AS SUBSEQUENTLY ASSIGNED FROM AMERANT TO FORMAN LENDER PURSUANT TO THAT CERTAIN ALLONGE DATED JUNE 30, 2026, AND

AS SUBSEQUENTLY ASSIGNED FROM TO FORMAN LENDER TO EXISTING LENDER PURSUANT TO THAT CERTAIN ALLONGE DATED JULY 10, 2026

(COLLECTIVELY, THE “EXISTING NOTE”). ALL REQUIRED FLORIDA DOCUMENTARY STAMP TAXES AND INTANGIBLE TAXES

PAYABLE WITH RESPECT TO THE EXISTING NOTE WERE PAID, AND EVIDENCE OF SUCH PAYMENTS WAS NOTED, ON THE EXISTING MORTGAGE UPON

RECORDATION THEREOF IN THE PUBLIC RECORDS.

AS OF EVEN DATE HEREWITH, THE EXISTING

MORTGAGE HAS BEEN ASSIGNED FROM EXISTING LENDER TO LOANCORE CAPITAL CREDIT REIT LLC, A DELAWARE LIMITED LIABILITY COMPANY (“MORTGAGEE”)

PURSUANT TO AN ASSIGNMENT OF MORTGAGE TO BE RECORDED IN THE PUBLIC RECORDS IMMEDIATELY PRIOR TO THE RECORDING OF THIS MORTGAGE AND THE

EXISTING NOTE HAS BEEN ASSIGNED FROM EXISTING LENDER TO MORTGAGEE PURSUANT TO AN ALLONGE DATED AS OF EVEN DATE HEREWITH.

ON THE DATE HEREOF, MORTGAGOR

HAS EXECUTED IN FAVOR OF MORTGAGEE (I) THAT CERTAIN AMENDED AND RESTATED RENEWAL PROMISSORY NOTE, DATED THE DATE HEREOF, MADE BY MORTGAGOR

TO MORTGAGEE IN THE PRINCIPAL AMOUNT OF $47,700,000.00 (AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED, SEVERED, CONSOLIDATED, RENEWED,

REPLACED, OR

SUPPLEMENTED FROM TIME TO TIME,

THE “NOTE”), EVIDENCING THE RENEWAL, AMENDMENT AND RESTATEMENT OF THE EXISTING NOTE AND THE CONSOLIDATION OF

(I) THE $44,557,435.93 OUTSTANDING PRINCIPAL BALANCE OF THE EXISTING NOTE, PLUS (II) A FUTURE ADVANCE TO BE MADE TO MORTGAGOR IN THE PRINCIPAL

AMOUNT OF $3,142,564.07 (THE “FUTURE ADVANCE”). THE NOTE IS SECURED BY, INTER ALIA, THIS MORTGAGE.

FLORIDA DOCUMENTARY STAMP TAX IN

THE AMOUNT OF $10,999.10 AND INTANGIBLE TAX IN THE AMOUNT OF $6,285.13, DUE IN CONNECTION WITH THE FUTURE ADVANCE, ARE BEING PAID AT THE

TIME OF THE RECORDING OF THIS MORTGAGE IN THE PUBLIC RECORDS, PURSUANT TO FLORIDA STATUTES SECTION 201.09 AND FLORIDA STATUTES SECTION

199.145(4(B)).

ENVY DEVELOPMENT DE, LLC

(Mortgagor)

LOANCORE CAPITAL CREDIT REIT

LLC

(Mortgagee)

AMENDED AND

RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

Dated: As of September 23, 2026

Property Location: 425-475 E. Atlantic

Blvd., Pompano Beach, Broward County, Florida 33060

NOTE TO CLERK: THIS AMENDED AND RESTATED

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING IS TO BE FILED AND INDEXED AS A FIXTURE FILING UNDER THE

FLORIDA UNIFORM COMMERCIAL CODE IN THE REAL ESTATE RECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS UNDER THE NAMES

OF MORTGAGOR, AS “DEBTOR”, AND MORTGAGEE, AS “SECURED PARTY”.

This AMENDED

AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this“Mortgage”),

made as of September 23, 2026, by ENVY DEVELOPMENT DE, LLC , a Delaware limited liability company, having an office at 4350 NW 8th Court,

Suite A, Plantation, Florida 33317 (“Mortgagor”), to LOANCORE CAPITAL CREDIT REIT LLC, a Delaware limited liability

company (together with its successors and assigns, hereinafter referred to as “Mortgagee”), having an address c/o

LoanCore Capital, 55 Railroad Avenue, Suite 100, Greenwich, Connecticut 06830.

WHEREAS,

Mortgagor, Envy Recreational LLC, a Delaware limited liability company (“Envy Recreational”), and

Mortgagee have entered into a Loan Agreement dated as of the date hereof (as amended, modified, restated, consolidated or

supplemented from time to time, the “Loan Agreement”) pursuant to which Mortgagee is making a secured loan

to Mortgagor and Envy Recreational in the original principal amount of FORTY-SEVEN MILLION SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS

($47,700,000.00) (the “Loan”), which initially matures on

October 9, 2028, subject to extension rights contained in the Loan Agreement. Capitalized terms used herein without definition are

used as defined in the Loan Agreement.

WHEREAS, FC

Envy, LLC, a Delaware limited liability company (“Original Mortgagee”), made a mortgage loan to Mortgagor, which

loan was evidenced by that certain Amended and Restated Promissory Note dated August 29, 2024, in the original principal amount of $55,219,985.00

(the “Prior Note”), which mortgage loan was thereafter assigned (through one or more assignments) by Original

Mortgagee to FC Pompano A Note BH, LLC, a Delaware limited liability company (“Existing Lender”).

WHEREAS,

the Prior Note is secured by, inter alia, that certain Amended and Restated Real Estate Mortgage, Assignment of Leases and Rents and Security

Agreement from Mortgagor in favor of Original Lender, recorded under Instrument No.119780564, of the Public Records of Broward County,

Florida, as subsequently assigned (through one or more assignments) to Existing Lender (the “Prior Mortgage”).

WHEREAS, the principal balance

outstanding under the Prior Note is $44,557,435.93.

WHEREAS, contemporaneously

herewith, Existing Lender has assigned the Prior Note and the Prior Mortgage to Mortgagee, pursuant to (a) that certain Allonge made by

Existing Lender in favor of Mortgagee and (b) that certain Assignment of Mortgage, made by Existing Lender to Mortgagee, recorded immediately

prior to the recordation of this Mortgage, with the recorder’s office in Broward County, Florida.

WHEREAS, contemporaneously

herewith, Mortgagor has executed and delivered to Mortgagee that certain Amended and Restated Promissory Note dated of even date herewith

in the original principal amount of FORTY-SEVEN MILLION SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($47,700,000.00) (hereinafter, together

with any and all extensions, renewals, modifications, replacements, substitutions, and any and all other certificates or evidence of indebtedness

evidenced by said Amended and Restated Renewal Promissory Note, referred to as the “Note”, which Note has an

initial maturity date of October 9, 2028 (as the same may be

extended or changed pursuant to the

Loan Agreement). The Note is by reference made a part thereof. The Note is given, in part, to renew the Prior Note.

WHEREAS, Mortgagor

and Mortgagee now desire to amend, restate and renew the Prior Mortgage in its entirety so the Prior Mortgage, as amended and restated

herein, shall secure the Loan outstanding from time to time under the Note and the observance and performance by Mortgagor of the terms

and conditions and covenants and agreements of Mortgagor in the Loan Documents (as hereinafter defined).

NOW, THEREFORE,

in consideration of the grants, agreements, provisions and covenants herein contained, Mortgagee (by its acceptance hereof) and Mortgagor

agree to amend, restate and renew the Prior Mortgage, in its entirety, as follows:

GRANTING CLAUSE

In order to

secure the payment of the Note and all sums which may or shall become due thereunder or under any of the other documents evidencing, securing

or executed in connection with the Loan (the Note, this Mortgage, the Loan Agreement and such other documents, as any of the same may,

from time to time, be modified, amended or supplemented, being hereinafter collectively referred to as the “Loan Documents”),

including (i) the payment of interest and other amounts which would accrue and become due but for the filing of a petition in bankruptcy

(whether or not a claim is allowed against Mortgagor for such interest or other amounts in any such bankruptcy proceeding) or the operation

of the automatic stay under Section 362(a) of Title 11 of the United States Code (the “Bankruptcy Code”), and

(ii) the costs and expenses of enforcing any provision of any Loan Document (all such sums being hereinafter collectively referred to

as the “Debt”), Mortgagor hereby irrevocably mortgages, grants, bargains, sells, conveys, transfers, pledges,

sets over and assigns, and grants a security interest, to and in favor of Mortgagee, all of Mortgagor’s right, title and interest

in and to (i) the land described in Exhibit A (the “Premises”), and (ii) the buildings, structures, fixtures

and other improvements now or hereafter located thereon (the “Improvements”);

TOGETHER

WITH: all right, title, interest and estate of Mortgagor now owned, or hereafter acquired, in and to the following property, rights,

interests and estates (the Premises, the Improvements, and the property, rights, interests and estates hereinafter described are collectively

referred to herein as the “Mortgaged Property”):

(a)

all easements, rights-of-way, strips and gores of land, streets, ways, alleys, passages, sewer rights,

water, water courses, water rights and powers, air rights and development rights, rights to oil, gas, minerals, coal and other substances

of any kind or character, and all estates, rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances

of any nature whatsoever, in any way belonging, relating or pertaining to the Premises and the Improvements; the reversion and reversions,

remainder and remainders, and all land lying in the bed of any street, road, highway, alley or avenue, opened, vacated or proposed, in

front of or adjoining the Premises, to the center line thereof; and all the estates, rights, titles, interests, dower and rights of dower,

curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at law and in equity, of Mortgagor of, in and to

the Premises and the Improvements and every part and parcel thereof, with the appurtenances thereto;

(b)

all machinery, furniture, furnishings, equipment, computer software and hardware, fixtures (including

all heating, air conditioning, plumbing, lighting, communications and elevator fixtures), inventory, materials, supplies and other articles

of personal property and accessions thereof, renewals and replacements thereof and substitutions therefor, and other property of every

kind and nature, tangible or intangible, owned by Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter located

upon the Premises or the Improvements, or appurtenant thereto, and usable in connection with the present or future operation and occupancy

of the Premises and the Improvements (hereinafter collectively referred to as the “Equipment”), including any

leases of, deposits in connection with, and proceeds of any sale or transfer of any of the foregoing, and the right, title and interest

of Mortgagor in and to any of the Equipment that may be subject to any “security interest” as defined in the Uniform Commercial

Code, as in effect in the State where the Mortgaged Property is located (the “UCC”), superior in lien to the

lien of this Mortgage;

(c)

all awards or payments, including interest thereon, that may heretofore or hereafter be made with

respect to the Premises or the Improvements, whether from the exercise of the right of eminent domain or condemnation (including any transfer

made in lieu of or in anticipation of the exercise of such right), or for a change of grade, or for any other injury to or decrease in

the value of the Premises or Improvements, subject to the terms of the Loan Agreement;

(d)

to the maximum extent assignable, all leases, subleases and other agreements or arrangements heretofore

or hereafter entered into affecting the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Premises or the

Improvements, including any extensions, renewals, modifications or amendments thereof (hereinafter collectively referred to as the “Leases”)

and all rents, rent equivalents, moneys payable as damages (including payments by reason of the rejection of a Lease in a Bankruptcy Proceeding

or in lieu of rent or rent equivalents), royalties (including all oil and gas or other mineral royalties and bonuses), income, fees, receivables,

receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered,

and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgagor or its agents

or employees from any and all sources arising from or attributable to the Premises and the Improvements, including all receivables, customer

obligations, installment payment obligations and other obligations now existing or hereafter arising or created out of the sale, lease,

sublease, license, concession or other grant of the right of the use and occupancy of the Premises or the Improvements, or rendering of

services by Mortgagor or any of its agents or employees, and proceeds, if any, from business interruption or other loss of income insurance

(hereinafter collectively referred to as the “Rents”), together with all proceeds from the sale or other disposition

of the Leases and the right to receive and apply the Rents to the payment of the Debt;

(e)

all proceeds of and any unearned premiums on any insurance policies covering the Mortgaged Property,

including, without limitation, the right to receive and apply the proceeds of any insurance, judgments, or settlements made in lieu thereof,

for damage to the Mortgaged Property, subject to the terms of the Loan Agreement;

(f)

the right, in the name and on behalf of Mortgagor, to appear in and defend any action or proceeding

brought with respect to the Mortgaged Property and to commence any action or proceeding to protect the interest of Mortgagee in the Mortgaged

Property;

(g)

any interest rate protection arrangement to which Mortgagor is a party and all agreements, instruments,

documents and contracts now or hereafter entered into by Mortgagor with respect to any such interest rate protection arrangement;

(h)

all accounts (including reserve accounts), escrows, documents, instruments, chattel paper, claims,

deposits and general intangibles, as the foregoing terms are defined in the UCC, and all franchises, trade names, trademarks, symbols,

service marks, books, records, plans, specifications, designs, drawings, surveys, title insurance policies, permits, certificates of use

and occupancy (or their equivalent), consents, licenses, management agreements, leasing agreements, contract rights (including any contract

with any architect or engineer or with any other provider of goods or services for or in connection with any construction, repair or other

work upon the Mortgaged Property), approvals, actions, refunds of real estate taxes and assessments (and any other governmental impositions

related to the Mortgaged Property) and causes of action that now or hereafter relate to, are derived from or are used in connection with

the Mortgaged Property, or the construction, use, operation, maintenance, occupancy or enjoyment thereof or the conduct of any business

or activities thereon (hereinafter collectively referred to as the “Intangibles”);

(i)

all reciprocal easement or operating agreements, declarations, development agreements, developer’s

or utility agreements, and any similar such agreements or declarations now or hereafter affecting the Mortgaged Property or any part thereof;

and

(j)

all proceeds, products, offspring, rents and profits from any of the foregoing, including those from

sale, exchange, transfer, collection, loss, damage, disposition, substitution or replacement of any of the foregoing.

Without limiting the generality

of any of the foregoing, in the event that a case under the Bankruptcy Code is commenced by or against Mortgagor, pursuant to Section

552(b)(2) of the Bankruptcy Code, the security interest granted by this Mortgage shall automatically extend to all Rents acquired by the

Mortgagor after the commencement of the case and shall constitute cash collateral under Section 363(a) of the Bankruptcy Code.

TO HAVE

AND TO HOLD the Mortgaged Property unto Mortgagee and its successors and assigns, forever;

PROVIDED,

HOWEVER, these presents are upon the express condition that, if Mortgagor shall well and truly pay to Mortgagee the Debt at the time

and in the manner provided in the Loan Documents and shall well and truly abide by and comply with each and every covenant and condition

set forth in the Loan Documents in a timely manner, these presents and the estate hereby granted shall cease, terminate and be void;

AND Mortgagor

represents and warrants to and covenants and agrees with Mortgagee as follows:

PART I - GENERAL PROVISIONS

Payment of Debt and Incorporation of Covenants, Conditions and

Agreements. Mortgagor shall pay the Debt at the time and in the manner provided in the Loan Documents.

All the covenants, conditions and agreements contained in the Loan Documents are hereby made a part of this Mortgage to the same extent

and with the same force as if fully set forth herein. Without limiting the generality of the foregoing, Mortgagor (i) agrees to insure,

repair, maintain and restore damage to the Mortgaged Property, pay Taxes and Other Charges, and comply with Legal Requirements, in accordance

with the Loan Agreement, and (ii) agrees that the Proceeds of Insurance and Awards for Condemnation shall be settled, held and applied

in accordance with the Loan Agreement.

Leases and Rents.

(a)

Mortgagor does hereby absolutely and unconditionally assign to Mortgagee all of Mortgagor’s

right, title and interest in all current and future Leases and Rents, it being intended by Mortgagor that this assignment constitutes

a present, absolute assignment, and not an assignment for additional security only. Such assignment shall not be construed to bind Mortgagee

to the performance of any of the covenants or provisions contained in any Lease or otherwise impose any obligation upon Mortgagee. Nevertheless,

subject to the terms of this paragraph, Mortgagee grants to Mortgagor a revocable license to operate and manage the Mortgaged Property

and to collect, receive, use and enjoy the Rents and otherwise act as owner under the Agreements in respect of the Property, the Rents

subject to the requirements of the Loan Agreement (including the deposit of Rents into the Clearing Account). During the existence of

an Event of Default, without the need for notice or demand, the license granted to Mortgagor herein shall automatically be revoked, and

Mortgagee shall immediately be entitled to possession of all Rents in the Clearing Account, the Cash Management Account (including all

Subaccounts thereof) and all Rents collected thereafter (including Rents past due and unpaid), whether or not Mortgagee enters upon or

takes control of the Mortgaged Property. Mortgagor hereby grants and assigns to Mortgagee the right, at its option, upon revocation of

the license granted herein, to enter upon the Mortgaged Property in person, by agent or by court-appointed receiver to collect the Rents.

Any Rents collected after the revocation of such license may be applied toward payment of the Debt in such priority and proportions as

Mortgagee in its sole discretion shall deem proper. If any such Event of Default is cured by Mortgagor and Mortgagee accepts such cure

in writing, the license set forth in this Section 2(a) shall be automatically reinstated and the rights granted to Mortgagee due to such

Event of Default shall automatically terminate without the execution of any further instrument or document. The assignment of rents contained

in this Mortgage is intended to and does constitute an assignment of rents as contemplated in Florida Statutes Section 697.07.

(b)

Mortgagor shall not enter into, modify, amend, cancel, terminate or renew any Lease except as provided

in Section 5.10 of the Loan Agreement.

Use of Mortgaged Property.

Mortgagor shall not initiate, join in or consent to any change in any private restrictive covenant, zoning law or other public or private

restriction, limiting or defining the uses which may be made of the Mortgaged Property. If under applicable zoning provisions the use

of the Mortgaged Property is or shall become a nonconforming use, Mortgagor shall not cause or permit such nonconforming use to be discontinued

or abandoned

without the consent of Mortgagee.

Mortgagor shall not (i) change the use of the Mortgaged Property, (ii) permit or suffer to occur any waste on or to the Mortgaged Property

or (iii) take any steps to convert the Mortgaged Property to a condominium or cooperative form of ownership.

Transfer or Encumbrance of the Mortgaged Property.

(a)

Mortgagor acknowledges that (i) Mortgagee has examined and relied on the creditworthiness and experience

of the principals of Mortgagor in owning and operating properties such as the Mortgaged Property in agreeing to make the Loan, (ii) Mortgagee

will continue to rely on Mortgagor’s ownership of the Mortgaged Property as a means of maintaining the value of the Mortgaged Property

as security for the Debt, and (iii) Mortgagee has a valid interest in maintaining the value of the Mortgaged Property so as to ensure

that, should Mortgagor default in the repayment of the Debt, Mortgagee can recover the Debt by a sale of the Mortgaged Property. Mortgagor

shall not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Mortgaged Property or any part thereof, or suffer

or permit any Transfer to occur, other than a Permitted Transfer.

(b)

Mortgagee shall not be required to demonstrate any actual impairment of its security or any increased

risk of default hereunder in order to declare the Debt immediately due and payable upon Transfer in violation of this Paragraph 4. This

provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Mortgaged Property (and

every other Transfer) regardless of whether voluntary or not. Any Transfer made in contravention of this Paragraph 4 shall be null and

void and of no force and effect. Mortgagor agrees to bear and shall pay or reimburse Mortgagee on demand for all reasonable expenses (including

reasonable attorneys’ fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Mortgagee

in connection with the review, approval and documentation of any Permitted Transfer.

Changes in Laws Regarding Taxation.

If any law is enacted or adopted or amended after the date of this Mortgage which deducts the Debt from the value of the Mortgaged Property

for the purpose of taxation or which imposes a tax, either directly or indirectly, on the Debt or Mortgagee’s interest in the Mortgaged

Property, Mortgagor will pay such tax, with interest and penalties thereon, if any. If Mortgagee is advised by its counsel that the payment

of such tax or interest and penalties by Mortgagor would be unlawful, taxable to Mortgagee or unenforceable, or would provide the basis

for a defense of usury, then Mortgagee shall have the option, by notice of not less than 90 days, to declare the Debt immediately due

and payable.

No Credits on Account of the Debt.

Mortgagor shall not claim or demand or be entitled to any credit on account of the Debt for any part of the Taxes or Other Charges assessed

against the Mortgaged Property, and no deduction shall otherwise be made or claimed from the assessed value of the Mortgaged Property

for real estate tax purposes by reason of this Mortgage or the Debt. If such claim, credit or deduction shall be required by law, Mortgagee

shall have the option, by notice of not less than 90 days, to declare the Debt immediately due and payable.

Further Acts, Etc.

Mortgagor shall, at its sole cost, perform, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages,

assignments, notices of assignment, transfers and assurances as Mortgagee shall, from time to time,

require, for the better assuring,

conveying, assigning, transferring, and confirming unto Mortgagee the property and rights hereby mortgaged, given, granted, bargained,

sold, alienated, enfeoffed, conveyed, confirmed, pledged, assigned and hypothecated or intended now or hereafter so to be, or which Mortgagor

may be or may hereafter become bound to convey or assign to Mortgagee, or for carrying out the intention or facilitating the performance

of the terms of this Mortgage, or for filing, registering or recording this Mortgage or for facilitating the sale and transfer of the

Loan (or any portion thereof) and the Loan Documents in connection with a “Secondary Market Transaction” as described in Section

9.1 of the Loan Agreement. Upon foreclosure, the appointment of a receiver or any other relevant action, Mortgagor shall, at its sole

cost, cooperate fully and completely to effect the assignment or transfer of any license, permit, agreement or any other right necessary

or useful to the operation of the Mortgaged Property. Upon the occurrence and during the continuance of an Event of Default, then Mortgagor

shall be deemed to grant Mortgagee an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting

any and all rights and remedies available to Mortgagee at law and in equity, including such rights and remedies available to Mortgagee

pursuant to this paragraph. Notwithstanding anything to the contrary in the immediately preceding sentence, Mortgagee shall not execute

any document as attorney-in-fact of Mortgagor unless (x) Mortgagor shall have failed or refused to execute the same within five (5) Business

Days after Mortgagee’s request therefor, or (y) in Mortgagee’s good faith determination it would be materially prejudiced

by the delay involved in making such a request. Mortgagee shall give prompt notice to Mortgagor of any exercise of the power of attorney

as provided for in this Paragraph 7, along with copies of all documents executed in connection therewith.

Recording of Mortgage, Etc. Mortgagor

forthwith upon the execution and delivery of this Mortgage and thereafter, from time to time, shall cause this Mortgage, and any security

instrument creating a lien or security interest or evidencing the lien hereof upon the Mortgaged Property and each instrument of further

assurance to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order

to publish notice of and fully to protect the lien or security interest hereof upon, and the interest of Mortgagee in, the Mortgaged Property.

Mortgagor shall pay all filing, registration or recording fees, all expenses incident to the preparation, execution and acknowledgment

of and all federal, state, county and municipal, taxes, duties, imposts, documentary stamps, assessments and charges arising out of or

in connection with the execution and delivery of, this Mortgage, any Mortgage supplemental hereto, any security instrument with respect

to the Mortgaged Property or any instrument of further assurance, except where prohibited by law so to do. Mortgagor shall hold harmless

and indemnify Mortgagee, its successors and assigns, against any liability incurred by reason of the imposition of any tax on the making

or recording of this Mortgage.

Right to Cure Defaults.

Upon the occurrence and during the continuance of any Event of Default, Mortgagee may, but without any obligation to do so and without

notice to or demand on Mortgagor and without releasing Mortgagor from any obligation hereunder, perform the obligations in Default in

such manner and to such extent as Mortgagee may deem necessary to protect the security hereof. Mortgagee is authorized to enter upon the

Mortgaged Property for such purposes or appear in, defend or bring any action or proceeding to protect its interest in the Mortgaged Property

or to foreclose this Mortgage or collect the Debt, and the out-of-pocket cost and expense thereof (including reasonable attorneys’

fees and disbursements to the extent permitted by law), with interest thereon at the Default Rate for the period after notice from

Mortgagee that such cost or expense

was incurred to the date of payment to Mortgagee, shall constitute a portion of the Debt, shall be secured by this Mortgage and the other

Loan Documents and shall be due and payable to Mortgagee upon written demand.

10.

Remedies.

(a)

Upon the occurrence and during the continuance of any Event of Default, Mortgagee may take such action,

without notice or demand, as it deems advisable to protect and enforce its rights against Mortgagor and in and to the Mortgaged Property,

by Mortgagee itself or otherwise, including the following actions, each of which may be pursued concurrently or otherwise, at such time

and in such order as Mortgagee may determine, in its sole discretion, without impairing or otherwise affecting the other rights and remedies

of Mortgagee:

(i)

declare the entire Debt to be immediately due and payable;

(ii)

institute a proceeding or proceedings, judicial or nonjudicial, to the extent permitted by law, by

advertisement or otherwise, for the complete foreclosure of this Mortgage, in which case the Mortgaged Property may be sold for cash or

upon credit in one or more parcels or in several interests or portions and in any order or manner;

(iii)

with or without entry, to the extent permitted and pursuant to the procedures provided by applicable

law, institute proceedings for the partial foreclosure of this Mortgage for the portion of the Debt then due and payable, subject to the

continuing lien of this Mortgage for the balance of the Debt not then due;

(iv)

sell for cash or upon credit the Mortgaged Property and all estate, claim, demand, right, title and

interest of Mortgagor therein and rights of redemption thereof, pursuant to the power of sale, to the extent permitted by applicable law,

or otherwise, at one or more sales, as an entirety or in parcels constituting single tax parcels, at such time and place, upon such terms

and after such notice thereof as may be required or permitted by law;

(v)

institute an action, suit or proceeding in equity for the specific performance of any covenant, condition

or agreement contained herein or in any other Loan Document;

(vi)

recover judgment on the Note either before, during or after any proceeding for the enforcement of

this Mortgage;

(vii)

apply for the appointment of a trustee, receiver, liquidator or conservator of the Mortgaged Property,

without notice and without regard for the adequacy of the security for the Debt and without regard for the solvency of the Mortgagor or

of any person, firm or other entity liable for the payment of the Debt;

(viii)

enforce Mortgagee’s interest in the Leases and Rents and enter into or upon the Mortgaged Property,

either personally or by its agents, nominees or attorneys and dispossess Mortgagor and its agents and employees therefrom, and thereupon

Mortgagee may (A) use, operate, manage, control, insure, maintain, repair, restore and

otherwise deal with the Mortgaged

Property and conduct the business thereat; (B) complete any construction on the Mortgaged Property in such manner and form as Mortgagee

deems advisable; (C) make alterations, additions, renewals, replacements and improvements to or on the Mortgaged Property; (D) exercise

all rights and powers of Mortgagor with respect to the Mortgaged Property, whether in the name of Mortgagor or otherwise, including the

right to make, cancel, enforce or modify Leases, obtain and evict tenants, and demand, sue for, collect and receive Rents; and (E) apply

the receipts from the Mortgaged Property to the payment of the Debt, after deducting therefrom all expenses (including reasonable attorneys’

fees and disbursements) incurred in connection with the aforesaid operations and all amounts necessary to pay the Taxes, insurance and

other charges in connection with the Mortgaged Property, as well as just and reasonable compensation for the services of Mortgagee, and

its counsel, agents and employees;

(ix)

require Mortgagor to pay monthly in advance to Mortgagee, or any receiver appointed to collect the

Rents, the fair and reasonable rental value for the use and occupation of any portion of the Mortgaged Property occupied by Mortgagor,

and require Mortgagor to vacate and surrender possession of the Mortgaged Property to Mortgagee or to such receiver, and, in default thereof,

evict Mortgagor by summary proceedings or otherwise; or

(x)

pursue such other rights and remedies as may be available at law or in equity or under the UCC, including

the right to receive and/or establish a lock box for all Rents and proceeds from the Intangibles and any other receivables or rights to

payments of Mortgagor relating to the Mortgaged Property.

In the event of a sale, by

foreclosure or otherwise, of less than all of the Mortgaged Property, this Mortgage shall continue as a lien on the remaining

portion of the Mortgaged Property.

(b)

The proceeds of any sale made under or by virtue of this Paragraph 10, together with any other sums

which then may be held by Mortgagee under this Mortgage, whether under the provisions of this paragraph or otherwise, shall be applied

by Mortgagee to the payment of the Debt in such priority and proportion as Mortgagee in its sole discretion shall deem proper.

(c)

Mortgagee may adjourn from time to time any sale by it to be made under or by virtue of this Mortgage

by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by

any applicable law, Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall

be so adjourned.

(d)

Upon the completion of any sale or sales pursuant hereto, Mortgagee, or an officer of any court empowered

to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments,

conveying, assigning and transferring all estate, right, title and interest in and to the property and rights sold. Mortgagee is hereby

irrevocably appointed the true and lawful attorney of Mortgagor, in its name and stead, to make all necessary conveyances, assignments,

transfers and deliveries of the Mortgaged Property and rights so sold and for that purpose Mortgagee may execute all necessary instruments

of conveyance, assignment and transfer, and may substitute one or more persons with

like power, Mortgagor hereby ratifying

and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. Any sale or sales made

under or by virtue of this Paragraph 10, whether made under the power of sale herein granted (to the extent permitted by applicable law)

or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate,

right, title, interest, claim and demand whatsoever, whether at law or in equity, of Mortgagor in and to the properties and rights so

sold, and shall be a perpetual bar both at law and in equity against Mortgagor and against any and all persons claiming or who may claim

the same, or any part thereof, from, through or under Mortgagor.

(e)

Upon any sale made under or by virtue of this Paragraph 10, whether made under a power of sale (to

the extent permitted by applicable law) or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale,

Mortgagee may bid for and acquire the Mortgaged Property or any part thereof and in lieu of paying cash therefor may make settlement for

the purchase price by crediting upon the Debt the net sales price after deducting therefrom the expenses of the sale and costs of the

action and any other sums which Mortgagee is authorized to deduct under this Mortgage or any other Loan Document.

(f)

No recovery of any judgment by Mortgagee and no levy of an execution under any judgment upon the

Mortgaged Property or upon any other property of Mortgagor shall affect in any manner or to any extent the lien of this Mortgage upon

the Mortgaged Property or any part thereof, or any liens, rights, powers or remedies of Mortgagee hereunder, but such liens, rights, powers

and remedies of Mortgagee shall continue unimpaired as before.

(g)

Mortgagee may terminate or rescind any proceeding or other action brought in connection with its

exercise of the remedies provided in this Paragraph 10 at any time before the conclusion thereof, as determined in Mortgagee’s sole

discretion and without prejudice to Mortgagee.

(h)

Mortgagee may resort to any remedies and the security given by this Mortgage or in any other Loan

Document in whole or in part, and in such portions and in such order as determined by Mortgagee’s sole discretion. No such action

shall in any way be considered a waiver of any rights, benefits or remedies evidenced or provided by any Loan Document. The failure of

Mortgagee to exercise any right, remedy or option provided in any Loan Document shall not be deemed a waiver of such right, remedy or

option or of any covenant or obligation secured by any Loan Document. No acceptance by Mortgagee of any payment after the occurrence of

any Event of Default and no payment by Mortgagee of any obligation for which Mortgagor is liable hereunder shall be deemed to waive or

cure any Event of Default, or Mortgagor’s liability to pay such obligation. No sale of all or any portion of the Mortgaged Property,

no forbearance on the part of Mortgagee, and no extension of time for the payment of the whole or any portion of the Debt or any other

indulgence given by Mortgagee to Mortgagor, shall operate to release or in any manner affect the interest of Mortgagee in the remaining

Mortgaged Property or the liability of Mortgagor to pay the Debt. No waiver by Mortgagee shall be effective unless it is in writing and

then only to the extent specifically stated. All costs and expenses of Mortgagee in exercising its rights and remedies under this Paragraph

10 (including reasonable attorneys’ fees and disbursements to the extent permitted by law), shall be paid by Mortgagor immediately

upon notice from Mortgagee, with interest at the Default Rate for the period after notice from Mortgagee, and

such costs and expenses shall constitute

a portion of the Debt and shall be secured by this Mortgage.

(i)

The interests and rights of Mortgagee under the Loan Documents shall not be impaired by any indulgence,

including (x) any renewal, extension or modification which Mortgagee may grant with respect to any of the Debt, (y) any surrender, compromise,

release, renewal, extension, exchange or substitution which Mortgagee may grant with respect to the Mortgaged Property or any portion

thereof or (z) any release or indulgence granted to any maker, endorser, guarantor or surety of any of the Debt.

11.

Right of Entry. In addition

to any other rights or remedies granted under this Mortgage, Mortgagee and its agents shall have the right to enter upon reasonable prior

notice to Mortgagor (so long as no Event of Default is continuing) and inspect the Mortgaged Property during business hours on Business

Days, subject to the rights of Tenants under Leases during the term of this Mortgage. The actual out-of-pocket cost of such inspections

or audits shall be borne by Mortgagor should Mortgagee determine that an Event of Default exists, including the cost of all follow up

or additional investigations or inquiries deemed reasonably necessary by Mortgagee. The cost of such inspections, if not paid for by Mortgagor

following ten (10) Business Days written demand, may be added to the principal balance of the sums due under the Note and this Mortgage

and shall bear interest thereafter until paid at the Default Rate.

12.

Security Agreement. This

Mortgage is both a real property mortgage and a “security agreement” within the meaning of the UCC. The Mortgaged Property

includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Mortgagor in

the Mortgaged Property. Mortgagor by executing and delivering this Mortgage has granted and hereby grants to Mortgagee, as security for

the Debt, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the UCC (such

portion of the Mortgaged Property so subject to the UCC being called in this paragraph the “Collateral”). The

foregoing sentence is intended to grant in favor of Mortgagee a first priority continuing lien and security interest in all of Mortgagor’s

assets. Mortgagor authorizes Mortgagee and its counsel to file UCC financing statements in form and substance satisfactory to Mortgagee,

describing the collateral as “all assets of Mortgagor, whether now owned or existing or hereafter acquired or arising and wheresoever

located, and all proceeds and products thereof, including, without limitation, all fixtures on the Premises” or words to that effect,

and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the

Collateral described in this Mortgage. This Mortgage shall also constitute a “fixture filing” for the purposes of the UCC.

As such, this Mortgage covers all items of the Collateral that are or are to become fixtures. Information concerning the security interest

herein granted may be obtained from the parties at the addresses of the parties set forth in the first paragraph of this Mortgage. If

an Event of Default shall occur, Mortgagee, in addition to any other rights and remedies which it may have, shall have and may exercise

immediately and without demand, any and all rights and remedies granted to a secured party upon default under the UCC, including, without

limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures

as Mortgagee may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Mortgagee, Mortgagor

shall at its expense assemble the Collateral and make it available to Mortgagee at a convenient place acceptable to Mortgagee. Mortgagor

shall pay to Mortgagee on demand any and all

expenses, including reasonable

attorneys’ fees and disbursements, incurred or paid by Mortgagee in protecting the interest in the Collateral and in enforcing the

rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Mortgagee with respect to

the Collateral, sent to Mortgagor in accordance with the provisions hereof at least ten days prior to such action, shall constitute commercially

reasonable notice to Mortgagor. The proceeds of any disposition of the Collateral, or any part thereof, may be applied by Mortgagee to

the payment of the Debt in such priority and proportions as Mortgagee in its sole discretion shall deem proper. In the event of any change

in name, identity or structure of Mortgagor, Mortgagor shall notify Mortgagee thereof and promptly after request shall execute, file and

record such UCC forms as are necessary to maintain the priority of Mortgagee’s lien upon and security interest in the Collateral,

and shall pay all expenses and fees in connection with the filing and recording thereof. If Mortgagee shall require the filing or recording

of additional UCC forms or continuation statements, Mortgagor shall, promptly after request, execute, file and record such UCC forms or

continuation statements as Mortgagee shall deem necessary, and shall pay all expenses and fees in connection with the filing and recording

thereof, it being understood and agreed, however, that no such additional documents shall increase Mortgagor’s obligations under

the Loan Documents.

13.

Actions and Proceedings.

Mortgagee has the right to appear in and defend any action or proceeding brought with respect to the Mortgaged Property and to bring any

action or proceeding, in the name and on behalf of Mortgagor, which Mortgagee, in its sole discretion, decides should be brought to protect

its or their interest in the Mortgaged Property. Mortgagee shall, at its option, be subrogated to the lien of any mortgage or other security

instrument discharged in whole or in part by the Debt, and any such subrogation rights shall constitute additional security for the payment

of the Debt.

14.

Marshalling and Other Matters.

Mortgagor hereby waives, to the extent permitted by law, the benefit of all appraisement, valuation, stay, extension, reinstatement and

redemption laws now or hereafter in force and all rights of marshalling in the event of any sale hereunder of the Mortgaged Property or

any part thereof or any interest therein. Further, Mortgagor hereby expressly waives any and all rights of redemption from sale under

any order or decree of foreclosure of this Mortgage on behalf of Mortgagor, and on behalf of each and every person acquiring any interest

in or title to the Mortgaged Property subsequent to the date of this Mortgage and on behalf of all persons to the extent permitted by

applicable law. The lien of this Mortgage shall be absolute and unconditional and shall not in any manner be affected or impaired by any

acts or omissions whatsoever of Mortgagee and, without limiting the generality of the foregoing, the lien hereof shall not be impaired

by (i) any acceptance by Mortgagee of any other security for any portion of the Debt, (ii) any failure, neglect or omission on the part

of Mortgagee to realize upon or protect any portion of the Debt or any collateral security therefor or (iii) any release (except as to

the property released), sale, pledge, surrender, compromise, settlement, renewal, extension, indulgence, alteration, changing, modification

or disposition of any portion of the Debt or of any of the collateral security therefor; and Mortgagee may foreclose, or exercise any

other remedy available to Mortgagee under other Loan Documents without first exercising or enforcing any of its remedies under this Mortgage,

and any exercise of the rights and remedies of Mortgagee hereunder shall not in any manner impair the Debt or the liens of any other Loan

Document or any of Mortgagee’s rights and remedies thereunder.

15.

Notices. All notices,

consents, approvals and requests required or permitted hereunder shall be in writing, and shall be sent, and shall be deemed effective,

as provided in the Loan Agreement.

16.

Inapplicable Provisions.

If any term, covenant or condition of this Mortgage is held to be invalid, illegal or unenforceable in any respect, this Mortgage shall

be construed without such provision.

17.

Headings. The paragraph

headings in this Mortgage are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope

or intent of the provisions hereof.

18.

Duplicate Originals. This

Mortgage may be executed in any number of duplicate originals and each such duplicate original shall be deemed to be an original.

19.

Definitions. Unless the

context clearly indicates a contrary intent or unless otherwise specifically provided herein, words used in this Mortgage may be used

interchangeably in singular or plural form; and the word “Mortgagor” shall mean “each Mortgagor and any

subsequent owner or owners of the Mortgaged Property or any part thereof or any interest therein,” the word “Mortgagee”

shall mean “Mortgagee and any subsequent holder of the Note,” the words “Mortgaged Property” shall

include any portion of the Mortgaged Property and any interest therein, the word “including” means “including

but not limited to” and the words “attorneys’ fees” shall include any and all attorneys’ fees,

paralegal and law clerk fees, including fees at the pre-trial, trial and appellate levels incurred or paid by Mortgagee in protecting

its interest in the Mortgaged Property and Collateral and enforcing its rights hereunder.

20.

Homestead. Mortgagor hereby

waives and renounces all homestead and exemption rights provided by the Constitution and the laws of the United States and of any state,

in and to the Mortgaged Property as against the collection of the Debt, or any part thereof.

21.

Assignments. Mortgagee

shall have the right to assign or transfer its rights under this Mortgage without limitation pursuant to the terms of the Loan Agreement.

Any assignee or transferee shall be entitled to all the benefits afforded Mortgagee under this Mortgage.

22.

Waiver of Jury Trial.

MORTGAGOR (AND MORTGAGEE BY ACCEPTANCE HEREOF) HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES

ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS MORTGAGE OR ANY OTHER

LOAN DOCUMENT, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN

KNOWINGLY AND VOLUNTARILY BY MORTGAGOR, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO

A TRIAL BY JURY WOULD OTHERWISE ACCRUE. MORTGAGEE IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE

EVIDENCE OF THIS WAIVER BY MORTGAGOR.

23.

Consents. Any consent

or approval by Mortgagee in any single instance shall not be deemed or construed to be Mortgagee’s consent or approval in any like

matter arising at a subsequent date, and the failure of Mortgagee to promptly exercise any right, power, remedy, consent or approval provided

herein or at law or in equity shall not constitute or be construed as a waiver of the same nor shall Mortgagee be estopped from exercising

such right, power, remedy, consent or approval at a later date. Any consent or approval requested of and granted by Mortgagee pursuant

hereto shall be narrowly construed to be applicable only to Mortgagor and the matter identified in such consent or approval and no third

party shall claim any benefit by reason thereof, and any such consent or approval shall not be deemed to constitute Mortgagee a venturer

or partner with Mortgagor nor shall privity of contract be presumed to have been established with any such third party. If Mortgagee deems

it to be in its best interest to retain assistance of persons, firms or corporations (including attorneys, title insurance companies,

appraisers, engineers and surveyors) with respect to a request for consent or approval, Mortgagor shall reimburse Mortgagee for all costs

reasonably incurred in connection with the employment of such persons, firms or corporations.

24.

Loan Repayment.

Provided no Event of Default exists, this Mortgage will be satisfied and discharged of record by Mortgagee prior to the Maturity Date

only in accordance with the terms and provisions set forth in the Loan Agreement.

25.

Other Mortgages; No Election of Remedies.

(a)

The Debt is now or may hereafter be secured by one or more other mortgages, deeds of trust and other

security agreements (collectively, as the same may be amended and in effect from time to time, are herein collectively called the “Other

Mortgages”), which cover or will hereafter cover other properties that are or may be located in various states (the “Other

Collateral”). The Other Mortgages will secure the Debt and the performance of the other covenants and agreements of Mortgagor

set forth in the Loan Documents. Upon the occurrence of an Event of Default, Mortgagee may proceed under this Mortgage and/or any or all

the Other Mortgages against either the Mortgaged Property and/or any or all the Other Collateral in one or more parcels and in such manner

and order as Mortgagee shall elect. Mortgagor hereby irrevocably waives and releases, to the extent permitted by law, and whether now

or hereafter in force, any right to have the Mortgaged Property and/or the Other Collateral marshaled upon any foreclosure of this Mortgage

or any Other Mortgage.

(b)

Without limiting the generality of the foregoing, and without limitation as to any other right or

remedy provided to Mortgagee in this Mortgage or the other Loan Documents, in the case of an Event of Default (i) Mortgagee shall have

the right to pursue all of its rights and remedies under this Mortgage and the Loan Documents, at law and/or in equity, in one proceeding,

or separately and independently in separate proceedings from time to time, as Mortgagee, in its sole and absolute discretion, shall determine

from time to time, (ii) Mortgagee shall not be required to either marshall assets, sell the Mortgaged Property and/or any Other Collateral

in any particular order of alienation (and may sell the same simultaneously and together or separately), or be subject to any “one

action” or “election of remedies” law or rule with respect to the Mortgaged Property and/or any Other Collateral, (iii)

the exercise by Mortgagee of any remedies against any one item of Mortgaged Property and/or any Other Collateral will not impede Mortgagee

from subsequently or simultaneously exercising remedies against any other item of Mortgaged Property and/or Other

Collateral, (iv) all liens and other

rights, remedies or privileges provided to Mortgagee herein shall remain in full force and effect until Mortgagee has exhausted all of

its remedies against the Mortgaged Property and all Mortgaged Property has been foreclosed, sold and/or otherwise realized upon in satisfaction

of the Debt, and (v) Mortgagee may resort for the payment of the Debt to any security held by Mortgagee in such order and manner as Mortgagee,

in its discretion, may elect and Mortgagee may take action to recover the Debt, or any portion thereof, or to enforce any covenant hereof

without prejudice to the right of Mortgagee thereafter to foreclose this Mortgage.

(c)

Without notice to or consent of Mortgagor and without impairment of the lien and rights created by

this Mortgage, Mortgagee may, at any time (in its sole and absolute discretion, but Mortgagee shall have no obligation to), execute and

deliver to Mortgagor a written instrument releasing all or a portion of the lien of this Mortgage as security for any or all of the obligations

of Mortgagor now existing or hereafter arising under or in respect of the Note, the Loan Agreement and each of the other Loan Documents,

whereupon following the execution and delivery by Mortgagee to Mortgagor of any such written instrument of release, this Mortgage shall

no longer secure such obligations of Mortgagor so released.

26.

Governing Law. WITH RESPECT TO MATTERS

RELATING TO THE CREATION, PERFECTION AND PROCEDURES RELATING TO THE ENFORCEMENT OF THIS MORTGAGE OR THE LIEN HEREOF, THIS MORTGAGE SHALL

BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED, IT BEING UNDERSTOOD

THAT, EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS PARAGRAPH AND TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE

STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES SHALL GOVERN ALL MATTERS RELATING TO THIS MORTGAGE AND THE OTHER LOAN

DOCUMENTS AND ALL OF THE INDEBTEDNESS OR OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. EXCEPT AS EXPRESSLY SET FORTH ABOVE IN THIS PARAGRAPH

AND TO THE FULLEST EXTENT PERMITTED BY THE LAW OF THE STATE OF FLORIDA, ALL PROVISIONS OF THE LOAN AGREEMENT INCORPORATED HEREIN BY REFERENCE

SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES,

AS SET FORTH IN THE GOVERNING LAW PROVISION OF THE LOAN AGREEMENT.

27.

Exculpation. The liability

of Mortgagor hereunder is limited pursuant to Section 10.1 of the Loan Agreement.

28.

Variable Interest Rate.

The Loan secured by this Mortgage is a variable interest rate loan, as more particularly set forth in the Loan Agreement.

29.

Maturity Date. The Debt

initially matures on October 9, 2028, as the same may be extended or changed pursuant to the Loan Agreement.

30.

Interest Rate Protection Agreement.

Mortgagor is or may be a party to an Interest Rate Protection Agreement, a default beyond the expiration of any applicable grace period

under which shall also constitute an Event of Default under the Loan Agreement and this Mortgage. Any such Interest Rate Protection Agreement

provides or shall provide that an Event of Default under this Mortgage shall constitute a default under such an Interest Rate Protection

Agreement. Mortgagor’s rights under any Interest Rate Protection Agreement have been assigned to Mortgagee pursuant to this Mortgage

and that certain Collateral Assignment of Interest Rate Protection Agreement of even date herewith as additional security for the Note.

Mortgagor acknowledges and agrees that Mortgagor’s obligations under any Interest Rate Protection Agreement and all sums payable

by Mortgagor to Mortgagee in connection therewith shall be secured by this Mortgage.

PART II

STATE-SPECIFIC PROVISIONS

31.

Conflicts With Part I.

In the event of any conflict between the provisions of this Part II and any provision of Part I, then the provisions of this Part II shall

control.

32. Future

Advances. It is agreed that this Mortgage shall also secure such future or additional

advances as may be made by the Mortgagee at its option to the Mortgagor, or its successor in title, for any purpose, provided that

all those advances are to be made within twenty (20) years from the date of this Mortgage, or within such lesser period of

time as may be provided hereafter by law as a prerequisite for the sufficiency of actual notice or record notice of the optional

future or additional advances as against the rights of creditors or subsequent purchasers for valuable consideration. The initial

amount of indebtedness secured by this Mortgage is equal to Forty-Seven Million Seven Hundred Thousand and No/100 Dollars

($47,700,000.00). The total amount of indebtedness secured by this Mortgage may decrease or increase from time to time, but the

total unpaid principal balance so secured at any one time shall not exceed two hundred percent (200%) of the original principal

amount of the Note, plus interest, and any disbursements made for the payment of taxes, levies or insurance on the Property with

interest on those disbursements. If, pursuant to Florida Statutes Section 697.04, Mortgagor files a notice specifying the dollar

limit beyond which future advances made pursuant to this Mortgage will not be secured by this Mortgage, then Mortgagor shall, within

one day of filing such notice, notify Mortgagee and its counsel by certified mail. In addition, such a filing shall constitute a

default hereunder.

33.

Maximum Principal Amount.

Mortgagor covenants that it has not executed or delivered any documentation or made any promises or covenants to limit the maximum principal

amount that may be secured by the Mortgage as authorized by F.S. §697.04.

34.

Florida Documentary Stamp and Intangible Taxes.

If at any time the State of Florida shall determine that the intangible tax paid in connection with this Mortgage is insufficient or that

the documentary stamps affixed to or paid in connection with this Mortgage are insufficient, and that additional intangible tax should

be paid or that additional documentary stamp tax should be paid, then Mortgagor shall pay the same, together with any interest, penalties,

costs and attorneys’ fees imposed or incurred in connection with such determination. In addition to, and without limiting the generality

of, the foregoing, Mortgagor hereby agrees to defend,

indemnify and hold Mortgagee harmless

from and against any and all liability for documentary stamp taxes and intangible taxes, together with all interest, penalties, costs

and attorneys’ fees incurred in connection therewith, that at any time may be levied, assessed or imposed by the State of Florida

or any other governmental authority upon this Mortgage, the Note or any of the other Loan Documents, or any amendment, extension, renewal,

restatement, increase or modification of any of the foregoing, or upon Mortgagee by virtue of owning or holding any of the foregoing instruments

or documents, all of which shall be secured by the lien and security interest of the Loan Documents.

35.

Time of the Essence. TIME

IS OF THE ESSENCE of this Mortgage. No waiver of any obligation hereunder or of any obligation secured hereby shall at any time thereafter

be held to be a waiver of the terms hereof or of the terms of the Note secured hereby.

36.

Florida Release. Mortgagor

hereby releases and forever discharges the law firm Firsel Ross Gussis & Alexander LLC and all of such firm’s attorneys and

employees, from any and all loss, costs, expense, damage or claim, whether or not valid, including, without limitation, reasonable out

of pocket attorneys’ fees and disbursements, arising under or in any way connected with Section 697.10, Florida Statutes, or any

similar law. Mortgagor hereby verifies and confirms, to Mortgagor’s knowledge, all factual information in this Mortgage, including

the accuracy and correctness of the legal description set forth herein (based solely on the title commitment issued in connection with

the issuance of the Loan). In the event any factual errors are found in this Mortgage or in the legal description, Mortgagor and Mortgagee

shall, at Mortgagor’s sole cost and expense, promptly correct or cause to be corrected subsequent to the date hereof any and all

such error. Notwithstanding the foregoing, all rights of Mortgagor and Mortgagee are preserved against their respective title insurers,

the surveyor, the engineer, if any, and the appraiser, if any, and after payment is made by Mortgagor, Mortgagor shall be subrogated to

such rights.

37.

No Novation. Neither this

Mortgage nor the Note is a substitution or novation of the indebtedness of the Prior Note, which is renewed, amended and restated pursuant

to the Note. Neither this Mortgage nor the Note extinguishes the indebtedness of the Prior Note or discharges or releases or in any way

adversely affects the lien or lien priorities of the Prior Mortgage or any other security for the indebtedness of the Prior Note. In the

event that any of the provisions of this Mortgage shall be construed by a court of competent jurisdiction as operating to affect the lien

priority of the Prior Mortgage over claims which would otherwise be subordinate thereto, then at the sole option of Mortgagee, Mortgagee

may treat such provisions as void and of no force or effect and enforce the provisions of the Prior Mortgage as modified by this Mortgage

excluding such provisions, or at the sole option of Mortgagee, Mortgagee may enforce the Prior Mortgage pursuant to the terms therein

contained, independent of this Mortgage to the extent that third persons acquiring an interest in such real property between the time

of recording of the Prior Mortgage and the recording hereof are prejudiced by this Mortgage; provided however, that in any case Mortgagee

may not enforce the provisions of the Prior Mortgage against Mortgagor. However, if Mortgagee elects either such option, the parties hereto,

as between themselves, shall in all events be bound by all the terms and conditions of this Mortgage and the Note until all Secured Obligations

owing from Mortgagor to Mortgagee shall have been paid in full.

38.

Cooperation with Future Assignment of Mortgage.

At the written request of Mortgagor that it wishes to have Mortgagee assign this Mortgage and endorse the Note secured hereby to another

lender in connection with any renewal of the Note and this Mortgage permitted under the Loan Documents (as may then be permissible under

applicable Florida law), Mortgagee (at no cost to Mortgagee) shall cooperate with Mortgagor to promptly provide such assignment documentation

(on commercially reasonable customary forms) to assignee lender or Mortgagor. Mortgagee acknowledges that if such assignment is effectuated,

this Mortgage and the Note will not be released of record or discharged upon payment in full to Mortgagee of all amounts then due under

the Loan as set forth in Mortgagee’s payoff letter. Mortgagor shall pay all costs and expenses of the Mortgagee associated with

such assignment and any request for such assignment, including, without limitation, reasonable attorneys’ fees and the costs and

expenses of the preparation of assignments and any other document, instrument or agreement.

[Remainder of Page Intentionally Left Blank; Signature Page

Follows]

WITNESS WHEREOF, Mortgagor has executed this instrument as of the day and year first above written.

MORTGAGOR:

ENVY

DEVELOPMENT DE, LLC,

Delaware limited liability company

By:

/s/ Shaun Quin

Name:

Shaun Quin

Title:

Authorized Signatory

[Amended and Restated

Mortgage - Signature Page]

EX-10.3 — MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING, DATED AS OF SEPTEMBER 23, 2026

EX-10.3

Filename: ex10_3.htm · Sequence: 8

This instrument prepared by or under the

direction of and upon recording is to be returned to:

Firsel Ross Gussis & Alexander LLC

10 Parkway North Blvd,

Suite 110

Deerfield, IL 60015

Attention: Samuel P. Gussis, Esq.

Space Above This Line For Recorder’s

Use

(This

space is reserved for Clerk)

NOTICE TO RECORDER: THIS

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (THIS “MORTGAGE”) MADE BY ENVY

RECREATIONAL LLC, A DELAWARE LIMITED LIABILITY COMPANY (“MORTGAGOR”) IN FAVOR OF LOANCORE CAPITAL CREDIT REIT

LLC, A DELAWARE LIMITED LIABILITY COMPANY (“MORTGAGEE”), TOGETHER WITH THAT CERTAIN AMENDED AND RESTATED MORTGAGE,

ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING OF EVEN DATE HEREWITH MADE BY ENVY DEVELOPMENT DE, LLC, A DELAWARE

LIMITED LIABILITY COMPANY (“OTHER MORTGAGOR”) IN FAVOR OF MORTGAGEE (THE “OTHER MORTGAGE”),

SECURES THAT CERTAIN AMENDED AND RESTATED RENEWAL PROMISSORY NOTE, DATED THE DATE HEREOF, MADE BY OTHER MORTGAGOR TO MORTGAGEE, IN THE

PRINCIPAL AMOUNT OF $47,700,000.00 (AS THE SAME MAY BE AMENDED, MODIFIED, RESTATED, SEVERED, CONSOLIDATED, RENEWED, REPLACED, OR SUPPLEMENTED

FROM TIME TO TIME, THE “NOTE”). THE OTHER MORTGAGE IS TO BE RECORDED IN THE PUBLIC RECORDS OF BROWARD COUNTY,

FLORIDA (THE “PUBLIC RECORDS”) IMMEDIATELY PRIOR TO THE RECORDING OF THIS MORTGAGE AND ALL REQUIRED FLORIDA

DOCUMENTARY STAMP TAX AND INTANGIBLE TAX DUE IN CONNECTION WITH THE NOTE AND THE INDEBTEDNESS RESPRESENTED THEREUNDER ARE BEING PAID AT

THE TIME OF THE RECORDING OF THE OTHER MORTGAGE. THEREFORE, NO ADDITIONAL DOCUMENTARY STAMP TAX AND INTANGIBLE TAX IS DUE IN CONNECTION

WITH THIS MORTGAGE.

ENVY RECREATIONAL LLC

(Mortgagor)

LOANCORE CAPITAL CREDIT REIT LLC

(Mortgagee)

MORTGAGE,

ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT

AND FIXTURE FILING

Dated: As of September 23, 2026

Property Location: 425-475 E. Atlantic

Blvd., Pompano Beach, Broward County, Florida 33060

NOTE TO CLERK: THIS MORTGAGE, ASSIGNMENT

OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING IS TO BE FILED AND INDEXED AS A FIXTURE FILING UNDER THE FLORIDA UNIFORM COMMERCIAL

CODE IN THE REAL ESTATE RECORDS AND IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS UNDER THE NAMES OF MORTGAGOR, AS “DEBTOR”,

AND MORTGAGEE, AS “SECURED PARTY”.

This MORTGAGE,

ASSIGNMENT OF LEASES AND RENTS, SECURITY

AGREEMENT AND FIXTURE FILING

(this “Mortgage”), made as of September 23, 2026, by ENVY RECREATIONAL LLC, a Delaware limited liability

company, having an address at 4300 North University Drive, Suite D105, Lauderhill, Florida 33351 (“Mortgagor”),

to LOANCORE CAPITAL CREDIT REIT LLC, a Delaware limited liability company (together with its successors and assigns, hereinafter

referred to as “Mortgagee”), having an address c/o LoanCore Capital, 55 Railroad Avenue, Suite 100, Greenwich,

Connecticut 06830.

Mortgagor,

Envy Development DE, LLC, a Delaware limited liability company (“Envy Development”), and Mortgagee have

entered into a Loan Agreement dated as of the date hereof (as amended, modified, restated, consolidated or supplemented from time to

time, the “Loan Agreement”) pursuant to which Mortgagee is making a secured loan to Mortgagor and Envy

Development in the original principal amount of FORTY-SEVEN MILLION SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($47,700,000.00) (the

“Loan”), which initially matures on October 9, 2028, subject

to extension rights contained in the Loan Agreement. Capitalized terms used herein without definition are used as defined in the

Loan Agreement. The Loan is evidenced by an Amended and Restated Renewal Promissory Note dated the date hereof made by Envy

Development to Mortgagee in such principal amount (as the same may be amended, modified, restated, severed, consolidated, renewed,

replaced, or supplemented from time to time, the “Note”), and which Note is subject to that certain

Payment Guaranty executed by Mortgagor in favor of Mortgagee, dated of even date herewith.

To secure

the payment of the Note and all sums which may or shall become due thereunder or under any of the other documents evidencing, securing