lot purchase agreement this lot purchase agreement …...this is an agreement to purchase and sell...

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STATE OF FLORIDA TAMPA DIVISION PASCO COUNTY SUMMIT VIEW SUBDIVISION

Lot Purchase Agreement THIS LOT PURCHASE AGREEMENT (the “Agreement”) is made between D.R. Horton, Inc., a Delaware

corporation ("Buyer"), and Summit View, LLC, a Florida limited liability company (“Seller").

W I T N E S S E T H:

WHEREAS, Seller is developing and desires to sell certain property it owns, and Buyer desires to purchase that property, all upon the terms and conditions contained in this Agreement,

NOW THEREFORE, for and in consideration of the reciprocal covenants stated herein and other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Property. This is an agreement to purchase and sell fully developed, residential Lots (as defined in Section 12 below), together with all rights, privileges, easements and interests appurtenant thereto (collectively, the “Property”). Seller shall sell and Buyer shall purchase a total of four hundred six (406) Lots. The Lots will all be part of Summit View Subdivision (the “Subdivision”), and are shown on that certain drawing titled “Summit View Phasing Plan”, prepared by Paul Skidmore P.E. (the “Engineer of Record”), dated April 4, 2020 and attached hereto as Exhibit B (the “Site Plan”). The Subdivision is being platted out of that certain real property described on Exhibit H attached hereto (the “Master Parcel”). As used herein, (i) the term “Phase 1A” shall mean and refer to fifty-one (51) Lots that are fifty (50) front feet wide by one hundred twenty-five (125) feet deep and fifty-nine (59) Lots that are forty (40) front feet wide by one hundred twenty-five (125) feet deep and common areas associated therewith as shown and depicted on the Site Plan as being part of Phase 1A; (ii) the term “Phase 1B” shall mean and refer to forty-seven (47) Lots that are fifty (50) front feet wide by one hundred twenty-five (125) feet deep and thirty-six (36) Lots that are forty (40) front feet wide by one hundred twenty-five (125) feet deep and all common areas associated therewith as shown and depicted on the Site Plan as being part of Phase 1B; (iii) the term “Phase 2A” shall mean and refer to forty-five (45) lots that are fifty (50) front feet wide by one hundred twenty-five (125) feet deep and eighty-nine (89) lots that are forty (40) front feet wide by one hundred twenty-five (125) feet deep and all common areas associated therewith as shown and depicted on the Site Plan as being part of Phase 2A; (iv) the term “Phase 2B” shall mean and refer to seventy-nine (79) lots that are forty (40) front feet wide by one hundred twenty-five (125)feet deep and all common areas associated therewith as shown and depicted on the Site Plan as being part of Phase 2B; (v) the term “Phase” shall generically mean and refer to Phase 1A, Phase 1B, Phase 2A, or Phase 2B, as appropriate; (vi) the term “40’ Lot” shall mean all Lots with forty (40) front feet as shown on the Site Plan, as well as all other Lots that are developed hereunder with a front footage of approximately forty (40) feet in the event of any changes to the Site Plan; and (vii) the term “50’ Lot” shall mean all Lots with fifty (50) front feet as shown on the Site Plan, as well as all other Lots that are developed hereunder with a front footage of approximately fifty (50) feet in the event of any changes to the Site Plan.

2. Effective Date. The "Effective Date" means the latest of the following dates: (a) the date this Agreement is executed by Buyer, (b) the date this Agreement is executed by Seller, or (c) the date of Buyer’s corporate ratification, as required by Section 33 below. The “Local Execution Date” means the last of the following dates: (a) the date this

Agreement is executed by Buyer, or (b) the date this Agreement is executed by Seller.

3. Purchase Price.

a. Buyer shall purchase the Property in multiple takedowns of one or more Lots, and the purchase price for the Property shall be paid on a per Lot basis in immediately available funds, subject to adjustments, prorations and credits as herein provided. The base purchase price per Lot shall be as follows (as applicable, the “Base Purchase Price”): (a) the per Lot purchase price for each 40’ Lot shall be Forty Thousand and No/100 Dollars ($40,000.00), minus the CDD Reimbursement Amount (hereinafter defined); and (b) the per Lot purchase price for each 50’ Lot shall be Fifty Thousand and No/100 Dollars ($50,000.00), minus the CDD Reimbursement Amount.

b. From and after the Initial Closing Date (hereinafter defined), in addition to the Base Purchase Price for each Lot, Buyer shall pay an escalator calculated like simple interest at the rate of five percent (5%) per annum for the period beginning on the Initial Closing Date and ending on the date of Closing on the subject Lot; provided, however,

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that there shall be no escalator in effect for any time period during which Seller is late in delivering Lots for any reason or delinquent in the performance of any of its obligations hereunder. The Base Purchase Price for a Lot, plus the escalator due, if any, is hereinafter referred to as the “Purchase Price.”

4. Earnest Money.

a. Initial Deposit. Within ten (10) business days of the Effective Date, the parties shall execute an escrow agreement in form substantially as shown by Exhibit A attached hereto and incorporated herein (the “Escrow Agreement”). Upon the parties’ execution of the Escrow Agreement, Buyer shall deposit a Promissory Note made payable to Seller in the form of Exhibit F attached hereto and incorporated herein and in the face amount of Ten Thousand and No/100 Dollars ($10,000.00) (the “Initial Deposit”) with DHI Title of Florida, Inc. (the “Escrow Agent”). An electronically scanned and transmitted copy of any Promissory Note executed by Buyer pursuant to this Section shall be binding on Buyer as if it were the original instrument, and the Escrow Agent is hereby authorized to accept such copy as the Earnest Money hereunder. If Buyer fails to deliver the Initial Deposit as required herein, and such failure continues for a period of ten (10) days after written notice from Seller, then either party may terminate this

Agreement by written notice to the other at any time prior to the deposit of the Initial Deposit. If this Agreement is so terminated, this Agreement shall be deemed to have terminated as of the date that the Initial Deposit was originally to have been delivered by Buyer, and there shall be no remedy hereunder to either Seller or Buyer other than the termination of this Agreement. b. Second Deposit. Provided that Seller is not then in default hereunder, Buyer shall, within five (5) business days of the later of (i) the NOS Date (hereinafter defined), or (ii) entry by the Bankruptcy Court of the Sale Approval Order (hereinafter defined), deposit the sum of Two Million One Hundred Twenty-Five Thousand Seven Hundred Thirty-Six and 80/100 Dollars ($2,125,736.80) (the “Second Deposit”) with Escrow Agent. Upon Buyer’s deposit of the Second Deposit with the Escrow Agent, the Escrow Agent shall immediately release the Initial Deposit from escrow and return the Initial Deposit to Buyer. Upon request of Buyer, Seller shall mark a copy of the Promissory Note that serves as the Initial Deposit as “Cancelled” and sign and return same to Buyer. c. Escrow Matters. As used herein, the term “Earnest Money” shall mean and refer to whichever of the Initial Deposit or the Second Deposit is on deposit with Escrow Agent at the time of determination hereunder, together with

any proceeds thereof and all earnings thereon, and shall take into account, and be accordingly reduced by, any credit(s) received by Buyer hereunder from time to time in accordance with Section 4.f hereof. The Escrow Agent shall deposit all cash Earnest Money it receives hereunder in an escrow account with a federally insured bank, as required by the Escrow Agreement. Buyer shall determine, at Buyer’s sole discretion, whether the escrow account shall be interest-bearing; however, any interest earned on any funds held in escrow shall be for the benefit of Buyer. The Escrow Agent shall hold and disburse the Earnest Money pursuant to the terms of this Agreement and the Escrow Agreement. Upon the request of either party, the other party shall promptly execute and deliver written instructions to the Escrow Agent to disburse the Earnest Money as required by this Agreement. d. Earnest Money Release Conditions. The parties acknowledge and agree that the Earnest Money shall be released by the Escrow Agent to Seller no later than five (5) business days after satisfaction of the following conditions (collectively, the “Earnest Money Release Conditions”): (i) Seller has obtained all the approval from the Governing Jurisdiction of any amendments necessary to the Construction Plans (hereinafter defined) for purposes of conforming the Construction Plans to the Site Plan

(the “Construction Plan Modifications”); provided, however, that if this Earnest Money Release Condition is not satisfied or waived by Buyer in writing by the date on which Buyer has delivered the Notice of Suitability to Seller, then Buyer shall be deemed to have waived this Earnest Money Release Condition; (ii) Buyer has delivered the Notice of Suitability to Seller; (iii) The Sale Approval Order has been issued as a Final Order (hereinafter defined); (iv) The Litigation Matters (hereinafter defined) have been dismissed with prejudice or otherwise resolved in a manner that is acceptable to Buyer in Buyer’s sole and absolute discretion, and there are no settlement terms or other terms of any such dismissal that will materially and adversely affect Seller’s ability to construct and develop the Subdivision and sell and convey the Lots to Buyer in accordance with the terms and conditions hereof, the determination of which shall be made by Buyer in its reasonably exercised discretion; provided, however, that (A) the Earnest Money Release Condition referenced in this subparagraph (iv) shall be deemed satisfied notwithstanding


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the filing or pendency of any appeals by opposing parties in any one or more of the Litigation Matters, so long as such pending appeals do not have a materially adverse effect on Seller’s ability to construct and develop the Subdivision and sell and convey the Lots to Buyer in accordance with the terms and conditions hereof, the determination of which shall be made by Buyer in its reasonably exercised discretion; and (B) a Litigation Matter shall be deemed to be dismissed with prejudice if such Litigation Matter is (1) seeking only monetary damages from Seller so long as any monetary damages so sought will not, if awarded to the plaintiff(s) therein, materially and adversely affect Seller’s ability to construct and develop the Subdivision and sell and convey the Lots to Buyer in accordance with the terms and conditions hereof, the determination of which shall be made by Buyer in its reasonably exercised discretion, and does not include any claims or causes of action that seek injunctive remedies against, or seek a declaratory judgement regarding the legal status of, any part of the Master Property or its development permits, and (2) pursuant to an order of the Bankruptcy Court, any monetary judgment that may result from such Litigation Matter cannot be enforced against and does not create any form of lien against any part of the Master Property; (v) The Earnest Money shall be sufficient in amount to pay off all claims of secured creditors in the Bankruptcy Proceeding (hereinafter defined), and, except as is expressly provided hereinbelow to the contrary, all such secured creditors shall have executed and delivered into escrow with the Escrow Agent a release of the Master Parcel from any lien or encumbrance of such secured creditors; provided, however that the current holders (the “Existing Lien Holders”) of that certain Agreed Lien recorded under OR Book 8414, Page 1032 in the County Registry, as assigned to CWES II LLC, pursuant to instrument recorded at OR Book 8474, Book 1873 in the County Registry, in the original principal sum of $1,002,094.00 (the “WDG Lien”), and that certain Agreed Lien recorded at OR Book 8480, Page 1992 in the County Registry, as assigned to Douglas Weiland, pursuant to instrument recorded at OR Book 9035, Page 2255 in the County Registry, in the original principal sum of $317,441.57 (the “FDC Lien”) (collectively, the “Existing Liens”) shall have executed and delivered into escrow with the Escrow Agent (A) a release of the Existing Liens from that portion of the Master Parcel consisting of Phase 1A, (B) an agreement to subordinate the Existing Liens to the DHI Mortgage (defined below) on commercially reasonable terms satisfactory to Buyer (in its reasonable discretion), and (C) an amendment to the Existing Liens granting a right of partial release for each Lot of Phases 1B, 2A, and 2B at the Closing of each such Lot hereunder, subject to partial payment to the Existing Lien Holders at such Closing of an amount equal to the net transaction proceeds available to Seller from such Closing after taking into account the Earnest Money credit described in Section 4.f herein below and any payoff to any other monetary liens securing any Development Loan (hereinafter defined) based on the proration of the total balance due under the Existing Liens spread across the number of Lots in Phases 1B, 2A, and 2B, with such amendment to be on commercially reasonable terms satisfactory to Buyer (in its reasonable discretion). (vi) Seller has timely performed all of its obligations to be performed under this Agreement to such date, and there has occurred no default (or any event which would constitute a default with the giving of notice or passage of time or both) by Seller under this Agreement; (vii) All of Seller's representations and warranties in this Agreement are true and correct in all material respects as of such date; (viii) If Seller (in its sole discretion) has elected to obtain a Development Loan at such time, Seller, Buyer, and the Development Lender (hereinafter defined) have entered enter into the Tri-Party Agreement (hereinafter defined); (ix) Seller has executed and delivered the DHI Mortgage (hereinafter defined) to the Title Company; (x) Buyer has received an Earnest Money Commitment (hereinafter defined) with respect to the DHI Mortgage; (xi) The Title Company shall (a) have received all documents and materials necessary to satisfy all requirements in the Earnest Money Commitment, (b) have received all title premiums, fees and costs from Seller necessary to issue the Earnest Money Mortgagee Policy (defined below), and (c) have irrevocably committed to issue to Buyer the Earnest Money Mortgagee Policy upon the recording of the DHI Mortgage and the Tri-Party Agreement. In the event the Earnest Money Release Conditions have not been satisfied (or waived in writing by Buyer) on or before the date which is six (6) months after the NOS Date, then Buyer may terminate this Agreement by written notice to Seller at any time prior to the satisfaction (or waiver) of all the Earnest Money Release Conditions, in which event the Earnest Money shall be refunded to Buyer. The Earnest Money Release Conditions are for the benefit of Buyer only, and may only be waived by Buyer, and only by a written waiver signed by Buyer (except as otherwise


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expressly provided in this Agreement to the contrary). As used herein, the term “EM Release Date” shall mean and refer to the date on which the EM is released to Seller in accordance with the terms of this Section. e. Security for Release of Earnest Money. To secure the repayment of the Earnest Money to Buyer in the event of a Seller default under this Agreement which remains uncured after the passage of any applicable notice and cure periods provided in this Agreement and which results in a termination of this Agreement or any other event pursuant to which Buyer is entitled to a refund of the Earnest Money hereunder, Seller agrees as follows: (i) DHI Mortgage. (1) Within five (5) business days after the later to occur of the NOS Date or the Sale Approval Order becoming a Final Order, (a) Seller shall execute and deliver to the Title Company a real estate mortgage substantially in the form attached hereto as Exhibit I (the “DHI Mortgage”), subordinate only to the Permitted Exceptions (defined herein) and the mortgage that secures the Development Loan (the “Development Mortgage”), if any, and (b) if there is a Development Loan in existence at such time, Seller shall execute and deliver to the Title Company the Tri-Party Agreement pursuant to the foregoing. The DHI Mortgage shall grant a lien over the entirety of the Master Parcel and shall secure the total amount of the Earnest Money. In the event that an encumbrance is hereafter recorded as a Permitted Exception in accordance with Paragraph 6 of Exhibit D attached hereto after the recording of the DHI Mortgage in the County Registry, Buyer agrees to provide a written consent and approval of such Permitted Exception and sign a commercially reasonable form of subordination of such Permitted Exception. (2) The purpose of the DHI Mortgage is to secure repayment of the Earnest Money to Buyer in the event of a Seller default which remains uncured after the passage of any applicable notice and cure periods provided in this Agreement or any other event pursuant to which Buyer is entitled to a refund of the Earnest Money hereunder. The Title Company shall record the DHI Mortgage in the Public Records of Pasco County, Florida (the “County Registry”) at Seller’s sole cost and expense simultaneously with Escrow Agent's release of the Earnest Money to Seller as set forth in subparagraph 4.d above, and the DHI Mortgage shall remain recorded in the County Registry until the earlier of the following dates: (a) the final Closing hereunder, (b) upon repayment of all sums due from Seller secured by the DHI Mortgage and/or application of all outstanding credit for the Earnest Money then secured by the DHI Mortgage in accordance with the terms of this Agreement, or (c) upon the event of a Buyer default which remains uncured after the passage of any applicable notice and cure periods provided in this Agreement or any other event pursuant to which Seller is entitled to the Earnest Money pursuant to Section 27.a. The DHI Mortgage shall be considered a Permitted Exception for purposes of this Agreement. Seller shall be responsible for the payment of documentary stamp taxes, if any, and all other fees associated with or pertaining to the recording of the DHI Mortgage. (3) Buyer shall have the right to obtain from the Title Company a commitment for a mortgagee’s policy of title insurance in the amount of the Earnest Money (the "Earnest Money Commitment") whereby the Title Company shall commit to insure the lien of the DHI Mortgage as a lien upon the Master Parcel subject only to the Permitted Exceptions and the Development Mortgage (if any). As used herein, the term “Earnest Money Mortgagee Policy” shall mean a standard ALTA lender's form title insurance policy in favor of Buyer with a liability limit in the total amount of the Earnest Money insuring the lien of the DHI Mortgage pursuant to the Earnest Money Commitment. Seller shall be solely responsible for payment of any fees and costs associated with the Earnest Money Commitment and Earnest Money Mortgagee Policy. (4) After the Plats (hereinafter defined) for a particular Phase are recorded in the County Registry, provided that Seller is not then in default hereunder, Buyer and Seller shall execute and deliver to the Title Company an amendment to the DHI Mortgage amending the legal description of the “Real Property” thereunder to be the platted Lots in such Phase plus the remainder of the Master Parcel and releasing from the DHI Mortgage any portion of the Master Parcel that is the subject of the Plats for such Phase and which is not the platted Lots in such Phase (the “DHI Mortgage Amendment”). Upon receipt of Buyer’s and Seller’s original counterparts of the DHI Mortgage Amendment, the Title Company shall promptly record the same in the County Registry, at Seller’s cost. Additionally, following each Closing of Lots hereunder, Buyer shall execute a partial release of the DHI Mortgage (a "Partial Release") for the Lots it is purchasing, which partial release shall be in recordable form and otherwise reasonably acceptable to Buyer. The applicable Partial Release shall be recorded in the County Registry at Seller’s cost following the recording of the Deed (hereinafter defined) for the Lots that are the subject to such Closing. (ii) Development Loan.


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(1) Buyer acknowledges and agrees that Seller shall have the right (whether prior to or after the date the DHI Mortgage is recorded in the County Registry) to obtain one or more loans for the development of the Property in accordance with the terms and conditions of this Agreement (a “Development Loan”), superior in priority to the DHI Mortgage, provided that: (a) the aggregate principal of any Development Loan plus the Earnest Money shall not exceed sixty percent (60%) of the aggregate Purchase Price of all of the Lots that have not been acquired by Buyer at the time of Seller’s closing on such Development Laon; (b) Seller and the bank or other financial institution providing the Development Loan to Seller (the “Development Lender”) shall have executed a Tri-Party Agreement substantially in the form attached hereto as Exhibit J (the “Tri-Party Agreement”) or such other form agreed to by Buyer, in Buyer's reasonable discretion, Seller, and the Development Lender; (c) the proceeds of the Development Loan are used exclusively for the development of the Subdivision in accordance with the terms and conditions of this Agreement; and (d) in no event may there be more than one Development Loan outstanding at any time hereunder. (2) Notwithstanding the foregoing, Buyer and Seller hereby acknowledge and agree that as a condition to the release of the Earnest Money to Seller: (a) in no event will the lien of the DHI Mortgage be in less than a second lien position on the Master Parcel at any time; and (b) any Development Loan must: (i) allow prepayment without penalty or premium, and (ii) not be cross-defaulted or cross-collateralized with any other loans or obligations. f. Closing Credit. Notwithstanding anything contained herein to the contrary, (i) at each Closing, Buyer shall be entitled to a credit against the Purchase Price for the Lots acquired by Buyer at the Closing in an amount equal to Five Thousand Two Hundred Thirty-Five and 80/100 Dollars ($5,235.80) per Lot that is the subject of such Closing; and (ii) at the Closing on the last Lot(s) to be purchased hereunder, Buyer shall be entitled to a credit against the Purchase Price for the Lot(s) acquired by Buyer at such final Closing in an amount equal to all then remaining Earnest Money, if any. g. Document Modifications. Seller and Buyer acknowledge and agree that, notwithstanding anything contained herein to the contrary, the execution, delivery, and acceptance, as applicable, of the final version of the DHI Mortgage and/or the Tri-Party Agreement by Seller and/or Buyer, as applicable, shall be deemed acceptance of and consent to any modifications to the DHI Mortgage and/or the Tri-Party Agreement, as applicable, from the forms attached hereto. 5. Conditions to Closing. Buyer’s obligation to close on the purchase of Lots under this Agreement is contingent upon satisfaction of all of the following conditions (collectively, the "Conditions to Closing"): (a) all of Seller’s warranties, representations and covenants contained in this Agreement shall be and remain true, correct and complete, in all material respects, and fully performed as of the Effective Date and through the final Closing; (b) a final plat showing the applicable Phase showing the Lots in such Phase as separately existing parcels of land shall have been approved by Dade City, Florida (the “Governing Jurisdiction”) and recorded in the County Registry (said recorded plats are collectively referred to herein as the “Plats”); (c) there shall have occurred no material adverse change in the physical conditions of the Property from the conditions existing as of the Effective Date except as may be expressly provided herein to the contrary; (d) Seller shall deliver good and marketable title to the Property to Buyer as provided in Section 8 below, and the Title Company (hereinafter defined) shall be unconditionally prepared to issue a standard ALTA owner's form title insurance policy insuring good and marketable fee simple title to the Property, subject only to the Permitted Exceptions, with a liability limit in the amount of the Purchase Price at standard premium rates; (e) the Lots to be purchased must meet all of the Development Specifications (as defined in Section 12 below); (f) there shall be no development preconditions to the issuance of building permits for the construction of single-family residences on the Lots to be purchased, other than the standard legal requirements imposed by the Governing Jurisdiction for the construction of a single-family residence on a Lot; (g) there shall be no preconditions to the issuance of certificates of occupancy for single-family residences on the Lots to be purchased other than construction of such residences in accordance with applicable building permits and codes; and (h) any approvals from homeowners associations or architectural review boards necessary for Buyer to construct Buyer’s intended products on the Lots shall have been received.


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6. Notice of Compliance; Substantial Completion Date; Takedown of Lots; Permitted Closing Days. a. Notice of Compliance; Substantial Completion Date. Upon satisfaction of all of the Conditions to Closing with respect to Phase 1A, Phase 1B, Phase 2A, or Phase 2B as applicable, Seller shall send written notice to Buyer that all of the Conditions to Closing have been met with regard to all of such Phase (the “Notice of Compliance”), together with such evidence of verification as may be reasonably requested by Buyer. The date Buyer receives such Notice of Compliance with such verification from Seller shall be the "Substantial Completion Date” for the applicable Phase. Seller shall use Seller's good faith efforts to cause all of the Conditions to Closing to be met with regard (i) to Phase 1A on or before the date that is twenty-four (24) months following the EM Release Date; (ii) to Phase 1B on or before the date that is twenty (20) months following the Initial Closing; (iii) to Phase 2A on or before the date that is thirty-two (32) months following the Initial Closing; and (iv) to Phase 2B on or before the date that is fifty-six (56) months following the Initial Closing (as applicable, the “Required Completion Date”). If Seller does not cause all of the Conditions to Closing to be met with respect to the applicable Phase by the applicable Required Completion Date, Seller shall send written notice to Buyer stating which of the Conditions to Closing have been satisfied and which have not, together with the reason for the failure of any Condition to Closing to be met. For purposes of this Section 6.a., a “Non-Conforming Lot” shall mean a Lot that does not meet all of the Conditions to Closing under this Agreement at the time of determination hereunder. If less than all of the Lots, but no less than ninety percent (90%) of the Lots, in a particular Phase do not meet all Conditions to Closing by the date that is thirty (30) days following the applicable Required Completion Date for such Phase, Buyer shall have the right, at Buyer's sole discretion, (a) to waive in writing any Condition to Closing as to such Non-Conforming Lots (as hereinafter defined in this paragraph), (b) to delete any Non-Conforming Lots from this Agreement and proceed to close on Lots that do meet all of the Conditions to Closing, or (c) to extend the time for Seller to cause all of the Conditions to Closing to be met within a specified period of time, in which event the Closing Schedule shall be adjusted accordingly. Buyer's extension of the time for Seller's performance pursuant to clause (c) above shall not constitute an election of remedies and shall not prohibit Buyer's exercise of Buyer's other remedies. If any of the Conditions to Closing remain unsatisfied as to any Non-Conforming Lots in a particular Phase at the end of any such extension period, then Buyer may: (x) waive in writing any Condition to Closing as to the Non-Conforming Lots, (y) delete any Non-Confirming Lots from this Agreement and proceed to close on Lots that do meet all of the Conditions to Closing, or (z) again extend the time for Seller to cause all of the Conditions to Closing to be met within a specified period of time, in which event the Closing Schedule shall be adjusted accordingly, provided that the total of all such extension periods shall not exceed two (2) years. Notwithstanding the foregoing, if at least ninety percent (90%) of the Lots in a particular Phase do not meet all Conditions to Closing by the date that is thirty (30) days following the applicable Required Completion Date for such Phase, Buyer shall, in addition to the foregoing rights, have the right, after giving Seller notice of any Condition to Closing that has not been satisfied, and the failure of Seller to cause such Condition to Closing to be satisfied within sixty (60) days of such notice, to terminate this Agreement by giving written notice to Seller and receive a full refund of the Earnest Money.

b. Takedown of Lots. Closings on the purchase and sale of Lots (each, a "Closing", and collectively, the "Closings") shall take place according to the schedule set forth on Exhibit C (the “Closing Schedule”). The first such Closing is referred to herein as the “Initial Closing.” Buyer shall be entitled to select the Lots it will purchase at each Closing from the then-current Phase. At least five (5) business days prior to each Closing, Buyer shall notify Seller which Lots it desires to purchase at that Closing. All Closings shall take place at the office of the Title Company; provided, however, that the parties shall use commercially reasonable efforts to cause the Closings to occur through escrow without any party having to be physically present for such Closing. Seller shall deliver possession of the applicable Lots at Closing. Buyer may purchase Lots ahead of the Closing Schedule (to the extent such Lots can be made ready for Closing on such accelerated schedule), and Seller shall use its best efforts to deliver Lots to Buyer as needed. In the event Buyer purchases Lots in advance of the Closing Schedule, Buyer shall be entitled to apply any Lots purchased in excess of the required minimums against any subsequent minimum takedown requirements. Buyer may close on the purchase of Lots regardless of whether the Conditions to Closing have been satisfied, and unless Buyer waives its rights in writing, any such Closing shall not be deemed a waiver of any requirement regarding the Lots under this Agreement. Seller shall continue to have full responsibility to perform its obligations under this Agreement with respect to all of the Lots, closed or not closed. c. Permitted Closing Days. Notwithstanding any other provision herein, any Closing under this Agreement must occur on a Tuesday, Wednesday or Thursday that is a business day as defined in Section 30 below (a “Permitted Closing Day”), and if a scheduled Closing would otherwise occur on a day that is not a Permitted Closing Day, then the Closing shall automatically be extended to the next day that is a Permitted Closing Day. Furthermore, if any Closing is scheduled to occur on any date from September 15 through September 30, it shall automatically be


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extended to the next Permitted Closing Day in October, and if any Closing is scheduled to occur on any date from December 18 through January 5, it shall automatically be extended to the next Permitted Closing Day in January. 7. Closing Documents; Closing Costs and Proration of Ad Valorem Taxes.

a. Closing Documents. At each Closing, Seller shall deliver to the settlement agent a general warranty deed conveying fee simple title to the Lots being conveyed, subject to the Permitted Exceptions, and in recordable form acceptable to Buyer in Buyer’s reasonable discretion (a “Deed”) and a Lien Affidavit regarding all of the Lots being conveyed in form acceptable to Booth & Cook, P.A., as agent for Old Republic National Title Insurance Company or First American Title Insurance Company as chosen by Seller in its sole discretion (the “Title Company”). At each Closing, Seller shall also execute and deliver to Buyer, with regard to the Lot(s) being conveyed, a general assignment of rights against third parties in the form of Exhibit G attached hereto and incorporated herein.

b. Closing Costs and Prorations. Seller shall pay the state transfer tax, the cost of satisfaction of any liens on the Lots being conveyed, the costs of any search fees of the Title Company incurred in respect of municipal lien searches on the Lots being conveyed, the cost of any title search, the cost for preparation and issuance of an owner's policy of title insurance for Buyer at each Closing in the amount of the Purchase Price paid at such Closing, Seller's attorneys' fees, one-half of any closing fee charged by the Title Company relative to each Closing, and all expenses incurred by Seller related to each Closing. Buyer shall pay Buyer's attorneys' fees, one-half of any closing fee charged by the Title Company relative to each Closing, and the cost for recording the Deed. Ad valorem taxes on the Lots being conveyed for the tax year of each Closing shall be prorated between Seller and Buyer as of Closing based on the latest assessment available. Should such proration be inaccurate based on the actual ad valorem tax bill when received, either party may demand, and shall receive, a payment from the other correcting such apportionment. Seller shall be responsible for and shall pay any roll-back taxes or other taxes attributable to the Lots’ having been assessed or exempted for agricultural or other special uses prior to Closing, whether such taxes become due before, at or after Closing. The provisions of this Section shall survive all Closings and any termination of this Agreement.

8. Conveyance of Title. At each Closing, Seller shall convey good and marketable fee simple title to the Lots being purchased pursuant to a Deed. "Good and marketable title" shall mean title that is free and clear of all liens,

encumbrances and other exceptions to title and rights of others except those Permitted Exceptions listed on Exhibit D attached hereto and incorporated herein. Buyer shall examine title to the Property, pursuant to a title insurance commitment obtained promptly after the Effective Date (the “Initial Commitment”) and give written notice to Seller of any objections that Buyer may have prior to the expiration of the Inspection Period (the “Initial Objection to Title Notice”). Within ten (10) days after receipt of the Initial Objection to Title Notice, Seller shall provide written notice to Buyer whether Seller will cure any such objections or refuse to cure such objections. Failure by Seller to give written notice of its election within ten (10) days after receipt of the Initial Objection to Title Notice shall be deemed an election by Seller not to cure the objections. In the event Seller elects, or is deemed to have elected, not to cure any objections, then Buyer shall have the right (a) to waive the unsatisfied objections and continue with the transaction contemplated hereby, (b) to terminate this Agreement in its entirety at any time prior to the Initial Closing and receive an immediate refund of the Earnest Money, or (c) to the extent such objections affect some, but not all, of the Lots, to reject and refuse to purchase the Lot or Lots affected by the unsatisfied objections, delete those Lots from the description and schedule of Lots to be purchased hereunder and proceed to purchase the remaining Lots that are unaffected by the unsatisfied objections, if any, according to the terms hereof. In the event Seller elects to cure the objections, Seller shall have thirty (30) days from the date of the notice to cure all such

objections, at Seller's sole cost. The Closing Schedule shall be delayed during and extended for any such cure period. If Seller fails for any reason to cure the objections within thirty (30) days, then Buyer may: (1) waive the unsatisfied objections and continue with the transaction contemplated hereby, (2) terminate this Agreement in its entirety and receive an immediate refund of the Earnest Money, or (3) to the extent such objections affect some, but not all, of the Lots, reject and refuse to purchase the Lot or Lots affected by the unsatisfied objections, delete those Lots from the description and schedule of Lots to be purchased hereunder and proceed to purchase the remaining Lots that are unaffected by the unsatisfied objections, if any, according to the terms hereof. All exceptions to title set forth in the Initial Commitment that are not objected to by Buyer in the Initial Objection to Title Notice, and any objections that are subsequently waived in writing by Buyer, or deemed to be waived by Buyer pursuant to this Section, shall become “Permitted Exceptions.” Notwithstanding anything to the contrary contained herein, Seller shall be obligated to remove any exception that can be cured by the payment of money in the nature of a deed of trust, mortgage, lien, judgment, deferred tax or confirmed assessment (subject to the prorations of current year taxes required under Section 7 above) (collectively, “Monetary Liens”). Buyer may re-examine title up to the time of each Closing and give written notice to Seller of any objections that Buyer may have as to matters first appearing of record subsequent to


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Buyer’s Initial Objection to Title Notice, or in the event Buyer did not provide an Initial Objection to Title Notice, as to matters that did not exist or were not of public record as of the Effective Date, which new title objections shall be addressed as set forth above.

9. Inspection Period. Buyer and its agents, consultants and contractors shall have, from the Local Execution Date until the final Closing hereunder or earlier termination of this Agreement, the right to enter upon all portions of the Subdivision and all parcels of land in the vicinity of the Subdivision owned by Seller or the HOA (collectively, the “Land”), with twenty-four (24) hours notice to Seller (which notice can be in the form of an email, a telephone call or a text message) to inspect and perform such tests and studies deemed necessary or appropriate by Buyer. Seller hereby grants to Buyer a nonexclusive license to enter upon all portions of the Land for the purpose of making such inspections, and Seller shall cooperate with all parties performing such inspections. The period of time from the Effective Date through the sixtieth (60th) day thereafter is hereinafter referred to as the “Inspection Period.” The results of all inspections, tests, examinations and studies of any portion of the Land performed during the Inspection Period must be suitable to Buyer, in its sole discretion. Prior to the expiration of the Inspection Period, Buyer may notify Seller that such results are suitable to Buyer by delivering to Seller a written Notice of Suitability (the “Notice of

Suitability”) signed by one of the corporate officers of Buyer listed in Section 33 below (collectively, the “Authorized Officers”). No such Notice of Suitability shall be valid and effective unless signed by one of the Authorized Officers. As used herein, the term “NOS Date” shall mean the date on which Buyer delivers to Seller a Notice of Suitability executed in accordance with the foregoing terms. If Buyer fails for any reason to send Seller the Notice of Suitability by the end of the Inspection Period, and such failure continues for a period of ten (10) days after written notice from Seller, this Agreement shall automatically terminate. Also, if Buyer notifies Seller in writing at any time prior to issuance of a Notice of Suitability that the results of its inspections, tests, examinations or studies are not suitable to Buyer, then this Agreement shall automatically terminate. Upon termination, Buyer shall be entitled to an immediate refund of the Earnest Money, and thereafter neither party shall have any further obligation to the other hereunder, except such obligations that survive termination by express provision herein, and except that Buyer shall promptly restore any physical damage caused to the Land by the aforesaid inspections, tests and other activities, and Buyer shall indemnify Seller for any and all claims of bodily injury or damage to property (including the Land itself) arising out of Buyer’s inspections of the Land. Buyer shall also indemnify Seller for liens which may be filed against the Land or any portion thereof by persons or entities employed or contracted by Buyer to perform inspections of the Land. However, Buyer’s indemnity of Seller and obligation to repair the Land shall not cover or apply to: (1) any loss, cost

or expense arising or resulting from acts or omissions of Seller, (2) any diminution in the value of the Property arising or resulting from matters discovered by Buyer during its investigations of the Land, (3) any latent defects in the Land discovered by Buyer, or (4) the release or spread of any Hazardous Substance discovered, but not deposited, by Buyer on or under the Land. Buyer’s repair and indemnification obligations under this Section 9 (i) shall apply to all time periods during which this Agreement is in force and effect, including periods after the Inspection Period, and (ii) shall survive termination of this Agreement, but only with respect to those claims filed by Seller against Buyer in a court of competent jurisdiction within the period of one (1) year after such termination. 10. Delivery of Information. Seller shall deliver to Buyer copies of all of the documents and materials listed below, to the extent they are in the actual possession or control of Seller, within seven (7) days of the Local Execution Date. Failure of Seller to deliver the identified items (or notice that Seller does not have same) within seven (7) days shall automatically extend the Inspection Period one day for each day delivery of such items or Notice is delayed. Seller shall deliver copies of: (a) all plats of survey of the Land and/or the Lots; (b) all title reports, commitments and policies regarding the Land and/or the Lots; (c) all zoning documents and applications; (d) any third-party reports, documents and surveys regarding rock tests and other soil conditions affecting the Land and/or

the Lots; (e) all third-party environmental studies or reports regarding the Land and/or the Lots; (f) any third-party wetland delineation studies regarding the Land and/or the Lots; (g) any other third-party reports, studies and other materials that pertain to environmental hazards, wetlands, flood studies or any aspect of the physical or environmental condition of the Land, the Lots and/or property in the vicinity of the Property; (h) any proposed or existing leases, licenses, easements and agreements affecting the Land and/or the Lots; (i) construction drawings (including a complete set of the “Construction Plans,” as defined in Section 11 below) for the development of the Property in a CAD electronic format; and (j) all constituent documents and all books and records of the HOA (see Section 21 below).

11. Subdivision Plans. Seller represents and warrants that:

a. Seller has submitted to the Governing Jurisdiction a complete set of construction plans for the Subdivision, including but not limited to the site plan, traffic plan, water and sewer plan, grading plan and drainage plan (collectively, the “Construction Plans”). The Construction Plans have been finally approved by the Governing


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Jurisdiction, and Seller shall not modify the Construction Plans without Buyer’s prior consent, which shall not be unreasonably withheld, conditioned or delayed; provided, however, that Buyer shall not withhold its consent with respect to the Construction Plan Modifications.

b. Seller shall not modify the Plats without Buyer’s prior consent, which shall not be unreasonably withheld, conditioned or delayed. The Plats and the Construction Plans are hereinafter collectively referred to as the “Subdivision Plans.”

12. Development Specifications. Seller warrants that it shall develop the Subdivision and the Property so that each meets all applicable laws, regulations, ordinances, restrictions, orders and zoning conditions, and the development specifications stated in this Section 12 and in Exhibit E attached hereto and incorporated herein (collectively, the "Development Specifications"). For purposes of this Agreement, a "Lot" is a discrete parcel of developed and legally existing land that has its own, individual tax identification number and that meets all the Development Specifications. Without limiting the generality of the foregoing, Seller warrants that the following specifications shall be satisfied and met with respect to each Phase as of the Required Completion Date for such

Phase:

a. The following Subdivision improvements shall be completed: (1) clearing; (2) grading; (3) curbing; (4) paving, including paving of all roads and parking areas, whether public or private; (5) storm drainage, retention and detention facilities and other storm drainage systems, including payment of all off-site fees and charges with respect thereto, if any; (6) sanitary sewer; (7) public water source and distribution system with adequate capacity to serve a single-family dwelling unit on each Lot; (8) streetlights and street signs according to a lighting and signage plan to be approved by Buyer during the Inspection Period; and (9) sidewalks abutting the common space areas of the Subdivision, in accordance with the Subdivision Plans.

b. The Subdivision and each Lot shall be served by underground utilities including: (1) underground electric lines sufficient to service each Lot, installed in a utility easement adjacent to the Lot line, with all applicable fees for electric service and installation paid; (2) telephone service to service the Lot and lines extending to the boundary of each Lot; and (3) cable television and internet service. Any rebates received by Seller from any utility provider to the Lots shall promptly be paid to Buyer.

c. All roads, sanitary and storm sewer facilities, water lines and drainage easements in the Subdivision shall be substantially completed or have been bonded.

d. [Intentionally Deleted].

e. Buyer, upon the Closing of a Lot, shall have the right to connect to existing and readily available water and sewer systems upon Buyer’s payment of tap fees to the Governing Jurisdiction, which fees shall not exceed the amounts charged to the owners of any other lots in the Subdivision.

f. Seller shall install, to the Governing Jurisdiction’s requirements, all water lines and sewer mains, including laterals and water meter boxes and shall furnish Buyer with as-built sewer and water layouts. Seller agrees to reimburse Buyer for all expenses incurred by Buyer to relocate water and sewer laterals and water meter boxes not located in accordance with the layouts.

g. All debris shall be burned or hauled off in accordance with all applicable laws, regulations, ordinances, restrictions and orders. Seller has not and shall not bury any materials or substances of any nature or create berms on the Lots or any rights-of-way.

h. Seller shall provide Buyer with a licensed soil engineer’s letter certifying the compaction and/or soil bearing pressure of each Lot as a condition to Buyer’s obligation to complete the Closing of that Lot. Seller shall provide Buyer with a complete list of Lots where any offsite fill material has been used to develop the Lots. Notwithstanding anything contained herein to the contrary, there shall be no muck, trash, clay or other unsuitable soil or unsuitable material located on or under any of the Lots.

i. The Lots shall have full and free access to a public street.


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j. All utilities servicing the Lots, including water and sewer lines shall be operable and shall have received the appropriate certifications and clearances from the applicable utilities and agencies.

k. All Subdivision improvements shall be completed substantially in accordance with the Subdivision Plans (subject to the Construction Plan Modifications) so that building permits and certificates of occupancy are available without conditions.

l. All Lots shall be serviced by providers of telephone, cable and high-speed internet services.

m. No part of any Lot on which a house is to be built is located within a designated state or federal wetland, wetland buffer area, conservation area, stream buffer, floodway, 100 year flood zone or area of special flood hazard.

n. The Lots have been developed with building pads within eight (8) inches of the finished floor elevations as reflected on the Construction Plans, and they will support monolithic slab foundations without stem walls or crawl spaces (the “Building Pads”). The Building Pad for (i) each 40’ Lot shall be at least thirty (30) feet wide and ninety (90) feet deep, and (ii) each 50’ Lot shall be at least forty (40) feet wide and ninety (90) feet deep; provided, however, that with respect to any Lot for which the Governing Jurisdiction requires a thirty (30) foot front setback, the minimum Building Pad depth for a 40’ Lot or a 50’ Lot, as applicable, shall be eighty (80) feet.

13. Pre-Closing Lot Inspection. Prior to each scheduled Closing, Buyer may perform re-inspections of the Lot(s) to be purchased and prepare a list of all items not in compliance with the Conditions to Closing; provided that any such list must be delivered to Seller at least sixteen (16) business days prior to such Closing. Seller shall correct all items as described on the list within fifteen (15) days after the inspection and prior to the Closing, failing which, Buyer shall have the remedies set forth in Section 6.a above provided. Notwithstanding the foregoing, neither the failure to perform a pre-closing Lot inspection nor the failure to discover a deficiency or instance of noncompliance during any inspection shall relieve Seller of its obligation to deliver Lots that meet all of the Conditions to Closing.

14. Moratoriums or Governmental Delays. In the event any local, state or federal regulatory authority having authority over the Subdivision or the Lots imposes a moratorium on the issuance of building permits, septic system permits, sewer taps, water taps, public school attendance rights or certificates of occupancy, then the Closing Schedule shall, at Buyer’s election, be suspended and extended by the time period that such conditions exist, and the escalator to the Purchase Price, if any, shall be abated. If such moratorium or delay is in effect for a period greater than one hundred eighty (180) days, then Buyer, at Buyer’s option, shall have the right to terminate this Agreement upon written notice to Seller. In the event of such termination, the Earnest Money shall be refunded to Buyer.

15. Model Homes; Parking Lot. Upon request by Buyer, Seller shall cooperate with Buyer to obtain "model permits" to start construction of Buyer’s model homes prior to the recording of the final Subdivision plat. As long as Buyer owns a Lot in the Subdivision, until the date of the final Closing hereunder, Seller shall allow Buyer to use one vacant lot in the Subdivision as a gravel parking lot to serve Buyer’s model homes and/or sales information trailer, without requiring Buyer to close on the lot or pay rental. The lot to be used for the parking lot shall be subject to Seller's approval, which approval shall not be unreasonably conditioned, withheld or delayed. The provisions of this Section 15 shall survive termination of this Agreement for any reason.

16. Construction Trailer. As long as Buyer owns a Lot in the Subdivision, until the date of the final Closing

hereunder, Seller shall allow Buyer to use one vacant lot in the Subdivision for Buyer’s construction trailer without requiring Buyer to close on the lot or pay rental. The lot to be used for the construction trailer shall be subject to Seller's approval, which approval shall not be unreasonably conditioned, withheld or delayed. The provisions of this Section 16 shall survive termination of this Agreement for any reason.

17. Concrete Wash-Out. As long as Buyer owns a Lot in the Subdivision, until the date of the final Closing hereunder, Seller shall allow Buyer to use one vacant lot in the Subdivision (the “Wash-Out Lot”) as a concrete wash out station in connection with Buyer’s homebuilding activities in the Subdivision, without requiring Buyer to close on the Wash-Out Lot or pay rental. The Wash-Out Lot shall be subject to Seller's approval, which approval shall not be unreasonably conditioned, withheld or delayed. The provisions of this Section 17 shall survive termination of this Agreement for any reason. Prior to Buyer’s return of possession of the Wash-Out Lot to Seller, Buyer shall, at Buyer’s expense, remove all concrete materials deposited on the Wash-Out Lot and return the Wash-Out Lot to substantially the same condition as the Wash-Out Lot was in at the time Seller delivered possession of the Wash-Out Lot to Buyer under this Section.


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18. Entrance Feature. The "Entrance Feature" shall consist of an entrance monument, signage, landscaping and irrigation, to be installed by Seller at Seller’s sole cost during the development of the Subdivision and completed on or before the Required Completion Date for Phase 1A. The design and location of the Entrance Feature are subject to Buyer’s written approval, which shall not be unreasonably conditioned, withheld or delayed; provided, however that the budget for the Entrance Feature shall be no more than Fifty Thousand and No/100 Dollars ($50,000.00). Seller shall convey the land upon which the Entrance Feature is to be installed to the HOA at or before the Initial Closing. Notwithstanding any other provision herein, if for any reason Seller does not complete installation of the Entrance Feature by the scheduled completion date, then, in addition to such rights and remedies as Buyer may have pursuant to Section 27 below, Buyer, at Buyer’s option, may: (a) extend and delay the Closing Schedule on a day-for-day basis for each day beyond the completion date that installation remains incomplete, in which event the escalator to the Purchase Price, if any, shall be abated and suspended during such period of extension; and/or (b) without limiting any other remedy of Buyer, elect to complete installation of the Entrance Feature, in which case all costs and expenses incurred by Buyer in doing so, plus ten percent (10%), shall be payable by Seller to Buyer upon demand, provided Buyer provides Seller with all invoices and receipts for such expenses, and such amounts shall bear interest at twelve percent (12%) per annum until paid; provided, however, that Buyer shall comply with, and Seller shall be entitled to the benefits of, Section 27.d hereof before Buyer can elect to exercise its rights under this clause (b). If not sooner paid, Buyer may elect to receive payment of such amounts in the form of a credit against the Purchase Price payable by Buyer at subsequent Closings. Seller hereby grants to Buyer a nonexclusive license to enter upon the Land or any portion thereof, or any other property owned by Seller, for the purpose of completing installation of the Entrance Feature. Seller shall cooperate with and assist Buyer by providing any information which may be reasonably requested concerning completing installation of the Entrance Feature, and Seller hereby authorizes and grants to Buyer a nonexclusive license to use all plans, contracts, materials and information which may be necessary or desirable for the completion of the Entrance Feature and the payment of the costs thereof. The provisions of this Section 18 shall survive termination of this Agreement for any reason. 19. Recreation Amenities. The "Recreation Amenities" shall consist of a swimming pool with a cabana and bathroom facilities, to be installed by Seller at Seller’s sole cost during the development of the Subdivision and completed on or before the date that is twelve (12) months following the Required Completion Date for Phase 1A. The design and location of the Recreation Amenities are subject to Buyer’s written approval, which shall not be unreasonably conditioned, withheld or delayed; provided, however that the budget for the Recreation Amenities shall be no more than Four Hundred Thousand and No/100 Dollars ($400,000.00). Prior to the Initial Closing, Seller shall provide Buyer with evidence of available funds from the CDD, a Development Loan or another source that is acceptable to Buyer in Buyer’s reasonably exercised discretion for purposes of completing construction and development of the Recreation Amenities in accordance with the terms of this Section. Seller shall convey the land upon which the Recreation Amenities are to be installed to the HOA at or before the Initial Closing. Notwithstanding any other provision herein, if for any reason Seller does not complete installation of the Recreation Amenities by the scheduled completion date, then, in addition to such rights and remedies as Buyer may have pursuant to Section 27 below, Buyer, at Buyer’s option, may: (a) extend and delay the Closing Schedule on a day-for-day basis for each day beyond the completion date that installation remains incomplete, in which event the escalator to the Purchase Price, if any, shall be abated and suspended during such period of extension; and/or (b) without limiting any other remedy of Buyer, elect to complete installation of the Recreation Amenities, in which case all costs and expenses incurred by Buyer in doing so, plus ten percent (10%), shall be payable by Seller to Buyer upon demand, provided Buyer provides Seller with all invoices and receipts for such expenses, and such amounts shall bear interest at twelve percent (12%) per annum until paid; provided, however, that Buyer shall comply with, and Seller shall be entitled to the benefits of, Section 27.d hereof before Buyer can elect to exercise its rights under this clause (b). If not sooner paid, Buyer may elect to receive payment of such amounts in the form of a credit against the Purchase Price payable by Buyer at subsequent Closings. Seller hereby grants to Buyer a nonexclusive license to enter upon the Land or any portion thereof, or any other property owned by Seller, for the purpose of completing installation of the Recreation Amenities. Seller shall cooperate with and assist Buyer by providing any information which may be reasonably requested concerning completing installation of the Recreation Amenities, and Seller hereby authorizes and grants to Buyer a nonexclusive license to use all plans, contracts, materials and information which may be necessary or desirable for the completion of the Recreation Amenities and the payment of the costs thereof. The provisions of this Section 19 shall survive termination of this Agreement for any reason. 20. FHA/VA Approval. Buyer may exclude from this Agreement any Lot that cannot be accepted for approval by either FHA or VA.


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21. Declaration of Planned Community. Seller represents and warrants to Buyer that Seller has previously caused Summit View of Pasco County Homeowner’s Association, Inc., a Florida not-for-profit corporation (the “HOA”), to be incorporated for the Subdivision. Prior to the Initial Closing, Seller shall cause (a) the HOA to be in good standing with the Division of Corporations of the Department of State of the State of Florida, and (b) a declaration of protective covenants, conditions and restrictions ("Declaration") for the Subdivision to be recorded in the County Registry, the form of which must be reasonably acceptable to Buyer; provided, however, that the parties acknowledge and agree that counsel for Buyer shall prepare the initial draft of the Declaration. Seller shall, prior to the first Closing on any Lots in a subsequent Phase, cause the Declaration to be amended to subject all of the property that is a part of such Phase to the Declaration, which amendment(s) must be acceptable to Buyer in Buyer's sole and absolute discretion. Except as is provided in the foregoing sentence to the contrary, Seller shall not amend the Declaration without Buyer’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Seller shall use commercially reasonable efforts to cause the HOA to approve Buyer’s home plans and elevations prior to the Initial Closing, and shall use commercially reasonable efforts to cause all revisions thereafter to be promptly approved. Seller shall not cause the HOA to enter into any contract with a management company without Buyer's prior written approval, which shall not be unreasonably conditioned withheld or delayed. Seller agrees to subsidize all costs of the HOA until the HOA is turned over to the homeowners in accordance with the terms of the Declaration and applicable law. HOA dues shall not be assessed against a Lot until it has been improved with a single-family residence and conveyed to a person who will, individually or through tenants or assigns, occupy that residence. At or prior to the first Closing on Lots in a particular Phase, Seller shall convey to the HOA all common areas and roadways, whether public or private, owned by Seller in that Phase that are not part of a Lot.

22. Stormwater.

a. Seller agrees to comply with all local, state and federal laws, codes, rules, orders, permits and regulations during all stages of the development of the Subdivision, including but not limited to performing all inspections that are required under all applicable local, state and federal laws, codes, rules, orders, permits and regulations and regularly maintaining all erosion and pollution control devices and best management practices in the Subdivision. Seller shall file a Notice of Intent ("NOI") and shall prepare, implement, and comply with a Storm Water Pollution Prevention Plan ("SWPPP") that includes elements necessary for compliance with all applicable general permits for construction activities under the National Pollutant Discharge Elimination System ("NPDES"), and shall keep copies of

all inspections and provide Buyer with copies of all inspections that are required by any governmental agency.

b. Seller shall provide Buyer with three (3) copies of the SWPPP and one (1) copy of the NOI filed with the appropriate local, state and federal agencies. Seller may not modify or terminate the SWPPP or the NOI without Buyer's approval, not to be unreasonably withheld. The parties expressly agree and acknowledge that Seller shall be deemed the "owner" and "operator" of the Subdivision for purposes of the SWPPP, and Buyer's obligation to comply with the SWPPP, if any, will only relate to the Lots purchased by Buyer under this Agreement. Seller hereby indemnifies and holds harmless Buyer and the other Indemnitees (as defined below) from and against any liability, loss, cost, damage or expense, including, without limitation, court costs, expert witness fees and attorneys' fees, that Indemnitee may suffer or incur as a result of any claim, demand, action, cost or judgment made or obtained by any individual, partnership, corporation, entity, governmental agency or person which arises out of or results from Seller's failure to fully comply with the covenants set forth in this paragraph or is otherwise caused, directly or indirectly, by Seller's action or inaction under NPDES or any other similar, related or successor local, state or federal law, code, rule, order or regulation relating to stormwater.

c. Seller shall be responsible for all "developer" contributions to any city or county stormwater maintenance plan or similar program to which the Subdivision is subject. From and after the Effective Date, Seller shall not enter into, and Seller shall not allow the HOA to enter into, any agreement with any local or state authority to bind the HOA to pay future fees for stormwater management, detention or retention ponds or any maintenance costs associated with stormwater management, detention or retention ponds, without Buyer's approval.

23. Tree Ordinance. If the Subdivision is subject to a tree preservation plan, tree replacement plan or similar program (a "Tree Ordinance"), then Seller shall comply with the Tree Ordinance. Trees that are required to be preserved or replaced on the Land in a location other than on a Lot shall be Seller’s responsibility.

24. Condemnation and Casualty. If prior to Closing, all or any portion of the Property is condemned or taken, or threatened to be condemned or taken, by any authority, or any portion of the Property suffers a casualty loss, Seller shall give Buyer immediate notice thereof with a complete description of all relevant information and complete copies of all relevant documentation. Within thirty (30) days of such notice, Buyer may elect: (a) to terminate this


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Agreement with respect to the affected Lot or Lots and receive a refund of the portion of the Earnest Money applicable to the affected Lot or Lots, with neither party thereafter having any further obligation to the other hereunder with respect to the affected Lots, or (b) to close on the purchase of the affected Lots without reduction in the Purchase Price, but with the right to receive all monies payable as a result of any such taking, in which case Seller shall promptly execute all documents required by Buyer to assign Seller’s rights therein to Buyer.

25. Seller's Warranties. Seller represents, warrants and covenants to Buyer that, as of the Effective Date, continuing through each Closing, that:

a. With the exception of the Permitted Exceptions attached hereto as Exhibit D and the liens of secured creditors of the Bankruptcy Proceeding: (i) Seller has good and marketable fee simple title to the Property, free and clear of all liens, encumbrances and other matters; and (ii) there are no parties other than Seller with any interest in the Property (marital, homestead, option, right of first refusal, leasehold or otherwise). Subject to obtaining the Sale Approval Order, no other signatures are required to make this Agreement fully enforceable by Buyer. Seller is in sole and exclusive possession of the Property, and no person or entity claims any right of

possession to all or any portion thereof.

b. Subject to obtaining the Sale Approval Order, Seller has full authority to execute and deliver this Agreement and convey the Property to Buyer and execute and deliver the Deed and such other documents, instruments, affidavits and certificates as are necessary or desirable to effectuate this transaction.

c. Except as is shown on the Site Plan, no portion of any Lot is or shall be located within a flood plain, flood prone area, buffer wetlands, jurisdictional waters or special flood hazard area as indicated by any map or plats issued or controlled by FEMA, the Federal Insurance Administration, or any other federal, state or local agency (collectively referred to as "Flood Plain"). If any Lot is shown on the final recorded subdivision plats as being located in a Flood Plain, then the dimensions of the Building Pad for that Lot must also be depicted on the final subdivision plats, and no portion of the Building Pad for that Lot shall be located within the Flood Plain.

d. There are no impact fees, taxes, levies, assessments or special fees of any kind (other than normal ad valorem property taxes) imposed by any governmental authority or other third party that would be payable by

Buyer in connection with its use of the Property, except as is expressly contemplated herein to the contrary.

e. No commitments have been made to any governmental authority, utility company, school board, church, religious body, homeowner’s association, other community association, or other organization, group, or individual that would impose an obligation upon Buyer to construct any improvements, to make any contribution of money, to dedicate any land or to maintain any land or improvements.

f. All assessments against the Property are shown in the official records of Pasco County, Florida; no site or area improvements have been constructed or installed by any public authority, the cost of which may be assessed in whole or in part against any part of the Property; the Property is not subject to the imposition of impact or development fees; and Seller has not been notified of any possible future improvements that might create an assessment against any part of the Property, except as is expressly contemplated herein to the contrary.

g. Except for the Litigation Matters, there is no pending, and Seller has received no written notice and has no actual current knowledge of any threatened, taking or condemnation of the Property or any portion thereof, or any action, litigation or proceeding by any organization, person or governmental agency affecting the Property or Seller.

h. Except with respect to that certain Notice of Permit Conditions Violation dated April 9, 2020, and issued by the Southwest Florida Water Management District to Seller, a copy of which has been provided to Buyer, Seller has received no written notice and has no actual current knowledge of any violation (that has not previously been cured) of law, order, ruling, ordinance, rule or regulation with respect to Seller or the Property.

i. During the time Seller has owned the Property, and to the best of Seller’s actual knowledge with regard to the time prior to Seller’s ownership of the Property: (1) except with respect to the past dirt removal, excavation, and relocation on the Property, and current stormwater facilities and other improvements on the Property, all of which is readily visible during a site inspection, and/or as has previously been disclosed to Buyer in writing by


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Seller, none of the Property has been excavated; (2) no landfill was deposited on or taken from the Property; (3) no construction or other debris (including, without limitation, livestock, other organic materials, strippings, rocks, stumps or concrete) has been buried upon the Property; and (4) except as has previously been disclosed to Buyer in writing by Seller prior to the Local Execution Date, the Property has not contained a bury or borrow pit.

j. The Property has not been, and is not being, assessed or taxed under any agricultural, special use, open space, “Conservation Use", "Current Use", "Green Acres" or similar valuation or program, and if the Property has been or is now being so assessed or taxed, then Seller shall pay all applicable taxes associated with the change in use contemplated by Buyer as and when such taxes are assessed.

k. Seller has filed all federal, state and local tax returns as required by law with respect to Seller and the Land.

l. Upon construction completion of each Phase and recordation of the Plats for such Phase in the County Registry, the Lots located in said Phase will have full and free access to and from public streets and/or roads, and Seller has no knowledge of any pending or threatened governmental proceeding or other fact or condition

that would limit such access.

m. The execution and delivery of this Agreement and the consummation of this transaction will not result in a breach of any of the terms of, or constitute a default under, any (1) indenture, contract or instrument to which Seller is a party or by which Seller or the Property is bound, or (2) law, order, ruling, ordinance, rule, order or regulation with respect to Seller or the Property or the use or construction thereof.

n. To the best of Seller’s knowledge, the Land contains no threatened or endangered species or endangered or protected habitats or items of archaeological significance as defined by applicable state and federal laws; provided, however, that Seller hereby discloses to Buyer, and Buyer hereby acknowledges, that Gopher Tortoises currently inhabit some areas of the Property. Notwithstanding anything contained herein to the contrary, Seller shall, at Seller’s sole cost and expense, remove any Gopher Tortoises from a Lot and relocate such Gopher Tortoises to an approved nature preserve, all in accordance with all applicable laws, rules and regulations of any governmental entity with jurisdiction thereover, prior to the applicable Closing date for such Lot.

o. To the best of Seller’s knowledge, there are no cemeteries, grave sites or burial sites or archaeological or historic artifacts or sites located on or immediately adjacent to the Land.

p. The Lots will be usable as Lots upon which a single family residence can be constructed and used for residential purposes without extraordinary expense for footings, foundation, or slab installation, or for sewer, water or septic line installation.

q. There are no wetlands or state jurisdictional waters located upon any Lot.

r. Seller is not a “foreign person” as defined by the Internal Revenue Code or Regulations, and, prior to the Initial Closing contemplated under this Agreement, agrees to provide Buyer an affidavit to that effect.

s. The following shall be the utility providers for the Subdivision: Telephone: Brighthouse/Spectrum; Electric: Tampa Electric; Cable: Brighthouse/Spectrum; Water: City of Dade City, Florida; and Sewer: City of Dade City, Florida; provided that Seller reserves the right to change the telephone and cable providers, in Seller’s reasonably exercised, provided the telephone and/or cable services provided to the Lots are not materially reduced or compromised as a result of such change.

t. The Lots shall be developed in accordance with the Development Specifications.

u. To the best of Seller’s knowledge, the information and materials furnished and to be furnished by Seller to Buyer are true, complete and accurate and do not omit any material information necessary to make the same true or not misleading. Seller’s representations and warranties made herein or in connection herewith, are true, complete and accurate and do not omit any material information necessary to make the same true or not misleading.

Seller shall not take, cause or allow any action that would cause any of the foregoing representations or warranties to be untrue or incorrect at each Closing, or fail to take any action that may be required to keep such


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representations and warranties true and correct at each Closing. Seller shall indemnify and hold Buyer harmless from and against any and all liabilities, losses, costs, damages and expenses (including attorneys’ fees and expenses and costs of litigation) incurred by Buyer as a result of the untruth, incorrectness or incompleteness when made and through Closing of any representation or warranty made herein or in connection herewith. The representations, warranties and obligations of Seller made pursuant to this Section shall survive Closing or any termination of this Agreement; provided that (notwithstanding any terms in this Agreement to the contrary) the representations, warranties and obligations of Seller set forth in this Section shall automatically expire and terminate with respect to each Lot after a period of one (1) year from the closing of the sale of such Lot hereunder. For all purposes under this Agreement, the terms, “Seller’s knowledge,” “Seller’s best knowledge,” and similar phrases shall mean the actual current knowledge of Douglas Weiland, without any duty of inquiry, and without application of any doctrine of constructive or imputed knowledge. 26. No Broker. Except as to Cushman & Wakefield, Inc., a New York corporation, as to whose commission Seller is solely responsible, Seller represents to Buyer that Seller has not discussed this Agreement or the subject matter thereof with any real estate broker, agent, or salesperson, so as to create any legal right in any such broker, agent or salesperson to claim a real estate commission, finder's fee, or similar compensation from Buyer with respect to the sale and/or conveyance of the Property contemplated in this Agreement. Seller hereby indemnifies and holds Buyer harmless from and against any and all liabilities, losses, costs, damages and expenses, including reasonable attorneys' fees and costs of litigation, Buyer shall ever suffer or incur because of any claim by any broker, agent or salesperson, whether or not meritorious, for any fee, commission or other compensation with regard to this Agreement or the sale and purchase of the Property contemplated hereby, and arising out of any acts or agreements of Seller. Buyer represents to Seller that Buyer has not discussed this Agreement or the subject matter thereof with any real estate broker, agent, or salesperson, so as to create any legal right in any such broker, agent or salesperson to claim a real estate commission, finder's fee, or similar compensation from Seller with respect to the sale and/or conveyance of the Property contemplated in this Agreement. Buyer hereby indemnifies and holds Seller harmless from and against any and all liabilities, losses, costs, damages and expenses, including reasonable attorneys' fees and costs of litigation, Seller shall ever suffer or incur because of any claim by any broker, agent or salesperson, whether or not meritorious, for any fee, commission or other compensation with regard to this Agreement or the sale and purchase of the Property contemplated hereby, and arising out of any acts or agreements of Buyer. This Section shall survive the Closing or any termination of this Agreement. 27. Default. a. Buyer’s Default. If Buyer defaults in the performance of any covenant or obligation hereunder, Seller's sole and exclusive remedy shall be to terminate this Agreement as to all Lots not yet purchased, and receive payment of the Earnest Money then held in the escrow account from Escrow Agent, or retain the Earnest Money to the extent it has been released to Seller in accordance with Section 4 hereof, as Seller’s full liquidated damages as a result of such default. The parties hereby agree that: (1) ascertaining the actual damages in the event of such a default is difficult, (2) it is impossible more precisely to estimate the damages to be suffered by Seller upon Buyer's default at different times during the term of this Agreement, (3) such payment of Earnest Money is intended not as a penalty, but as full liquidated damages, and (4) the amounts of Earnest Money held at different times during the term of this Agreement constitute good faith estimates of the potential damages arising from default by Buyer hereunder at those times. b. Seller's Default. If Seller defaults in the performance of any covenant or obligation hereunder, or if any of Seller’s representations or warranties prove to be false, inaccurate, incomplete or misleading in any material respect, then Buyer may seek any remedy available to it at law or in equity, including the remedy of specific performance, and including the right to terminate this Agreement, receive an immediate refund of all Earnest Money and sue for damages for Seller’s breach; provided, however, that in no event shall Buyer be entitled to seek or recover from Seller punitive, exemplary, special or consequential damages or otherwise make any claims for lost profits.

c. Post-Closing and Post-Termination Remedies. Notwithstanding subsections a and b above, from and after

the Initial Closing or any termination of this Agreement, each party shall have the right to pursue its actual (but not consequential or punitive) damages against the other party for: (1) a breach of any covenant or agreement contained herein that is performable after or that survives any Closing or termination of this Agreement (including the indemnification obligations contained in this Agreement), and (2) a breach of any representation or warranty in this Agreement. This subsection shall not apply to any obligation of Buyer to purchase Lots. d. Notice and Cure Rights. In the event of a default under any covenant contained in this Agreement, the non-defaulting party shall give the defaulting party notice of such default, specifying in reasonable detail the nature of the


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default. Thereafter the defaulting party shall have forty-five (45) days from the date notice of default is given to cure the default. If the defaulting party cures the default within the 45-day period, it shall not incur any liability to the other party for the default. Each party shall reasonably cooperate with any and all attempts by the other to cure any default within the cure-period.

28. Notices.

a. Except as provided in subsection b below, all notices required or permitted to be given hereunder shall be in writing and shall be deemed given: (a) when hand delivered, receipt required (b) the next business day after deposit with Federal Express, UPS or other nationally recognized overnight courier service, with overnight delivery charge prepaid, receipt required, or (c) when transmitted via facsimile or electronic mail, provided a copy is sent the next day by method (a) or (b). All notices shall be addressed as follows:

If to Buyer: Darren Saltzberg, Division President D.R. Horton, Inc.

12602 Telecom Drive Tampa, FL 33637 Phone: (813) 549-1935 Fax: (866) 364-0499 Email: [email protected] With copies to: Charbel J Barakat, Esq. Chief Counsel, Florida and Mid-Atlantic Regions D.R. Horton, Inc. 4042 Park Oaks Blvd., Suite 200 Tampa, FL 33610 Phone: (407) 850-3027 Fax: (866) 897-5812 E-mail: [email protected]

D.R. Horton, Inc. 1361 Horton Circle Arlington, TX 76011 Attn: Ted I. Harbour, Esq., and Mark Karnes, Esq. Phone: (817) 390-8200 Fax: (817) 390-1709 Email: [email protected]; and [email protected] Hand Arendall Harrison Sale LLC Attn: Christopher M. Gill, Esq. 104 St. Francis Street, Suite 300 Mobile, AL 36602 Phone: (251) 694-6238

Fax: (251) 544-1615 Email: [email protected]

If to Seller: Summit View, LLC Attn: Doug Weiland 334 East Lake Road, Suite 172 Palm Harbor, FL 34685 Phone: (727) 409-2888 Email: [email protected]


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With a copy to: Johnson Pope Bokor Ruppel & Burns, LLP Attn: Alberto F. Gomez, Jr., Esq. 401 East Jackson Street, Suite 3100 Tampa, FL 33602 Phase (813) 225-2500 Fax: (813) 223-7118 Email: [email protected] If to Escrow Agent: DHI Title of Florida, Inc. Attn: Melissa Anderson 4220 Race Track Road, Suite 800 St. Johns, FL 32259 Phone: (904) 421-4650 Fax: (904) 421-4660 Email: [email protected]

With copies to: The other party at the applicable addresses shown above.

b. Notwithstanding any other provision herein, Buyer may serve the Notice of Suitability upon Seller by any means of electronic transmission, or by any of the means described in subsection a above. 29. Seller’s Covenants Pending Closing. From and after the Effective Date through the final Closing hereunder, Seller shall, except as is expressly permitted or contemplated under this Agreement to the contrary, (a) not voluntarily convey or encumber any portion of the Property or any rights therein, nor enter into any conveyance, security document, option, right of first refusal, easement, lease or other agreement granting to any person or entity any rights with respect to the Land, or any interest therein, (b) operate and maintain the Property in a good and workmanlike manner at least as well as Seller has operated and maintained it prior to the Effective Date, (c) within 3 business days after Seller’s becoming aware thereof, give notice to Buyer of any litigation, arbitration or administrative proceeding concerning or affecting the Land, together with copies of all relevant documents, and (d) comply with all requirements of all laws, orders, rulings, ordinances, rules, orders and regulations of any

governmental authority having jurisdiction over Seller or the Land or the use or construction thereof.

30. Standard Provisions.

a. Subject to applicable governmental regulations, Buyer shall have the right to locate marketing and directional signage at the Subdivision entrance and other such locations throughout the Property and on any property owned by Seller within a three (3) mile radius of the Subdivision. Seller acknowledges the importance to Buyer of protecting its brand, including trademarks, service marks and other images. All printed and electronic materials, advertising copy, scripts, billboards and monument and other signage (collectively, “Marketing Materials”) developed and/or used by Buyer may (but shall not be required to) utilize Buyer’s then-standard or specially-designed trademarks, service marks and designs, including colors, fonts and other design characteristics, or such other design characteristics as Buyer shall desire. Seller agrees that any Declaration or amendments thereto recorded after the Effective Date shall not conflict with the agreements set forth in this paragraph. In the event of a conflict between the Declaration and this section, this section shall control.

b. Seller shall maintain the Subdivision, including all Lots not yet purchased by Buyer and all roadways and common areas, in a first-class manner, free of trash, garbage, refuse and construction debris. c. This Agreement shall be interpreted in accordance with the laws of State of Florida. d. Time is of the essence in the occurrence of all events, the satisfaction of all conditions and the performance of all obligations hereunder.

e. This Agreement constitutes the sole and entire agreement between the parties with regard to its subject matter. All prior discussions, negotiations and agreements regarding the subject matter of this Agreement are merged herein and shall have no further force or effect. No representations or warranties have been made by either party except as stated herein.


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f. All covenants, representations and warranties contained in this Agreement or given in connection herewith shall survive Closing and delivery of the Deed and other documents delivered at Closing and shall not be merged with delivery thereof. g. The term “business day” shall mean Monday through Friday, excluding days on which federally-chartered or banks chartered by the state in which the Property is located are closed for business. If the final day for any action to be taken or event to occur under this Agreement falls on a day other than a business day, then such final day shall automatically be extended to the next business day. h. If any provision of this Agreement shall be declared invalid or unenforceable by laws applicable thereto, or unenforceable as to certain parties, then the performance of such provision shall be excused by the parties hereto and the remaining provisions of this Agreement shall remain in full force and effect. i. The titles, captions and paragraph headings herein are inserted for convenience only and are in no way intended to interpret, define or limit the scope or content of this Agreement or any provision hereof. Both parties have been represented by counsel in the drafting and negotiation of this Agreement, and this Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. j. BUYER AND SELLER EACH KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE TRIAL BY JURY IN ANY DISPUTE, ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (I) THIS AGREEMENT; (II) THE RELATIONSHIP OF BUYER AND SELLER; (III) THE PROPERTY; OR (IV) THE RIGHT TO ANY STATUTORY RELIEF OR REMEDY. BUYER AND SELLER FURTHER ACKNOWLEDGE THAT EACH HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE MAKING OF THIS WAIVER BY INDEPENDENT COUNSEL OF ITS OWN ELECTION. k. Any failure or delay of Buyer or Seller to enforce any term of this Agreement shall not constitute a waiver of such term, it being explicitly agreed that such a waiver must be specifically stated in a writing delivered to the other party in compliance with Section 28 above. Any such waiver by Buyer or Seller shall not be deemed to be a waiver of any other breach or of a subsequent breach of the same or any other term. l. Upon the termination of this Agreement pursuant to its terms, the Earnest Money shall be refunded to Buyer, unless required to be paid to Seller pursuant to Section 27. Thereafter, Buyer and Seller shall thereafter have no further rights, obligations or liabilities hereunder other than those expressly surviving termination. Notwithstanding any other provision herein, in the event that this Agreement terminates for any reason whatsoever after Buyer has acquired one or more of the Lots but prior to Buyer’s acquiring all of the Lots, then this Agreement shall be deemed to have terminated with respect to, but only with respect to, those rights and obligations of Seller and Buyer which relate to those Lots not yet acquired by Buyer at the time of such termination. All rights and obligations hereunder of Seller and Buyer which relate to those Lots acquired by Buyer prior to such termination shall remain in full force and effect. Upon termination of this Agreement, the parties shall execute a written Termination Agreement on terms reasonably acceptable to counsel for both parties and the Escrow Agent. Failure of the parties to execute a Termination Agreement shall not negate or otherwise affect the termination; however, either party shall have the right to sue for its actual damages resulting from the refusal or willful failure of the other party to execute a written Termination Agreement upon reasonable terms. m. This Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer, their respective heirs, successors, legal representatives and permitted assigns. Buyer may not assign its rights and obligations hereunder without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed; provided that Buyer may assign its rights and obligations hereunder to Forestar (USA) Real Estate Group Inc., a Delaware corporation, or any other entity owned or controlled by Buyer, without the consent of Seller. Seller may not assign its rights and obligations hereunder without the prior written consent of Buyer, in its sole and absolute discretion. Any change in control of Seller resulting from a merger, consolidation or a transfer or transfers of ownership interest shall be deemed to be an assignment of rights and obligations hereunder that requires the prior written consent of Buyer, in its sole and absolute discretion. If Seller consists of more than one person or entity, then: (1) each reference to Seller herein shall be deemed to refer to all persons and/or entities constituting Seller, both individually and in the aggregate, and (2) all persons and/or entities constituting Seller shall be jointly and severally liable for all liabilities and obligations of Seller hereunder.


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n. This Agreement may be executed in multiple, separate counterparts, and such counterparts shall constitute one and the same document. o. In the event of any litigation between Buyer and Seller regarding this Agreement, the losing party shall promptly pay the substantially prevailing party’s attorneys’ fees and expenses and costs of litigation. p. The parties acknowledge and agree that execution of this Agreement and the Earnest Money instrument (if any) may be accomplished by electronic signature utilizing DocuSign or any other mutually acceptable similar online, electronic, or digital signature technology. The parties agree that the Notice of Suitability may also be executed by Buyer (including Buyer’s Authorized Officers) utilizing DocuSign or another similar online, electronic, or digital signature technology. The parties agree that this Agreement may be transmitted by facsimile machine or by electronic scanning and email, and the parties intend that faxed, scanned, and electronic signatures shall constitute original signatures. A facsimile or scanned copy or any counterpart or conformed copy of this Agreement, including use of Adobe PDF technology to merge pages and create a conformed copy of this Agreement, with the signature (original, faxed, or scanned signature or permitted electronic signature) of all of the parties shall be binding on the parties. Except as provided in this Section 30(p) with respect to electronic signatures (e.g., DocuSign) and faxing, scanning, and emailing, (1) Seller and Buyer do not assent or agree to and will not be bound by any electronic record, and without limiting the foregoing, (2) Buyer and Seller agree that the Electronic Signatures in Global and National Commerce Act, any version of the Uniform Electronic Transactions Act, including without limitation Florida Statutes, Chapter 668.50, and any other laws applicable to contracting electronically do not and shall not apply to the execution of this Agreement or any amendment hereto.

q. This Agreement may only be amended, modified, or changed by a traditional written document properly executed by Seller and Buyer (including ratification of this Agreement pursuant to Section 33 below); provided, however, the provisions of Section 30(p) above, including without limitation execution by DocuSign or similar technology, shall apply to any such amendment. Such amendment may be transmitted by electronic scanning, email, facsimile, or any other method permitted by the provisions for counterpart execution and for the giving of notice in this Agreement. 31. Environmental Matters/Hazardous Substances.

a. As used in this Agreement, "Hazardous Substance" shall mean and include all hazardous or toxic substances, wastes or materials, any pollutants or contaminates (including, without limitation, petroleum, oil and gas, asbestos and raw materials which include hazardous constituents, radon and urea formaldehyde), and any other similar substances or materials which are regulated by, or are the subject of, any Environmental Law. As used in this Agreement, “Environmental Law” shall mean and include any and all local, state, or Federal laws, rules, or regulations pertaining to regulation of the air, water, groundwater, land, natural resources and/or pertaining to the contamination, clean-up or disclosure of Hazardous Substances, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Clean Water Act, the Clean Air Act, the Safe Drinking Water Act, the Endangered Species Act, the Federal Insecticide, Fungicide and Rodenticide Act, as amended, or by tort or other common law. b. Seller hereby represents and warrants to Buyer that, to the best of Seller’s knowledge: (i) Seller is in full compliance with all Environmental Laws, including, without limitation, that Seller has all permits required by Environmental Laws, (ii) neither Seller, nor any person during Seller’s ownership of the Property, nor any previous owner of the Property or any other person or entity, has ever used, generated, processed, stored, disposed of, released or discharged any Hazardous Substance on, under, or about the Property or transported it to or from the Property, nor has any party ever alleged that any such activities have occurred, (iii) no use by Seller, or any prior owner of the Property or any other person, has occurred which violates or violated, any applicable Environmental Law, nor has any party ever alleged that such violations have occurred, and (iv) the Property is not on any "Superfund" list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. In the event Seller breaches the representations and warranties in this paragraph, Seller shall indemnify, defend and hold Buyer and its affiliates, agents, employees, directors, officers, managers, members, partners, shareholders, assigns and/or successors (collectively, the “Indemnitees”) harmless from and against all fines and penalties and liabilities (including, without limitation, those arising under statute or government regulation, common law or contract), including all foreseeable and unforeseeable consequential damages, any other damages, costs and losses, including reasonable attorneys' fees, directly or indirectly and in whole or in part arising out of or attributable to Hazardous Substances’ existing beneath or on the surface of the Property on or prior to any Closing or the


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migration thereof within or from the Property at any time, whether before or after any Closing, including without limitation the cost of any remedial, removal, response, abatement, clean-up, investigative and monitoring costs, and any other related costs and expenses. Notwithstanding anything to the contrary contained herein, the representations and warranties in this paragraph shall be deemed remade as of each Closing, and such representations and warranties and the indemnification provisions in this paragraph shall survive each Closing for a period of one (1) year from Closing and shall not be merged therein. The provisions of this paragraph are in addition to any other rights Buyer may have under this Agreement. c. Buyer's obligation to close on the purchase of the Property hereunder is expressly conditioned upon: (i) Buyer's receipt, at Buyer's expense, of an environmental report (or reports), addressed to Buyer, the form, content and preparer of which must be acceptable to Buyer in its sole discretion, presenting the results of an investigation of the Property, and such property in the vicinity of the Property, as may be deemed appropriate by Buyer, in Buyer's sole discretion in light of the intended use of the Property, with regard to the presence, generation, processing, storing, disposal, release or discharge of any Hazardous Substances, from, on, under, about, or in the vicinity of the Property and compliance with Environmental Laws relating to or affecting the Property, which investigation is commonly referred to as a Phase I Environmental Site Assessment, and such further investigations and/or reports as Buyer may require (collectively, the " Environmental Inspections and Reports"); and (ii) Buyer's satisfaction with the results of the Environmental Inspections and Reports. Notwithstanding the foregoing terms, in the event Buyer delivers its Notice of Suitability to Seller, the foregoing condition of this subparagraph shall be deemed to have been satisfied. d. In the event there has been any change to the environmental condition of the Property or the property in the vicinity of the Property as such condition was reflected in the Environmental Inspections and Reports, and such change constitutes a materially adverse change in the value, developability, utility, or marketability of any Lots (the “Changed Environmental Condition”), then Buyer, at its sole discretion and in addition to any other provision of this Agreement, may (i) terminate this Agreement as to any or all of the Property, in which event an appropriately prorated portion of the Earnest Money shall be immediately returned to Buyer, (ii) proceed to closing on the Property, or (iii) extend the Closing Schedule by a period of time specified by Buyer, not to exceed ninety (90) days. During any such extension period, Seller shall make commercially reasonable efforts to satisfy Buyer regarding the condition of the Property. In the event that Buyer, at the end of the extension period, is not satisfied with the condition of the Property, in its sole discretion, then Buyer may exercise any of its rights and remedies under clauses (i) or (ii) of this subsection.

32. Memorandum of Agreement. Upon ratification of this Agreement pursuant to Section 33 below, Seller shall execute a short-form memorandum of this Agreement in a recordable form reasonably acceptable to Buyer (the “Memorandum of Agreement”), which Buyer may record in the County Registry. Seller shall deliver the recordable Memorandum of Agreement to Buyer within five (5) business days of the date of ratification.

33. Corporate Ratification. NOTWITHSTANDING ANY OTHER PROVISION HEREIN, NEITHER THIS AGREEMENT NOR ANY AMENDMENT HERETO SHALL BE A VALID, BINDING AND ENFORCEABLE OBLIGATION OF BUYER UNLESS AND UNTIL SUCH DOCUMENT IS RATIFIED IN WRITING BY ONE OF THE FOLLOWING EXECUTIVE OFFICERS OF BUYER: PAUL ROMANOWSKI, DONALD R. HORTON, MICHAEL J. MURRAY, BILL W. WHEAT OR DAVID V. AULD; PROVIDED THAT IF RATIFICATION OF THIS AGREEMENT DOES NOT OCCUR WITHIN THIRTY (30) DAYS OF THE DATE ON WHICH THE LAST OF SELLER OR THE DIVISION PRESIDENT OF BUYER HAS EXECUTED THIS AGREEMENT, AND SUCH FAILURE CONTINUES FOR A PERIOD OF FIVE (5) BUSINESS DAYS AFTER WRITTEN

NOTICE FROM SELLER, THEN THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT.

34. Binder/Option Fee. Seller acknowledges receipt of One Hundred Dollars ($100.00) paid to Seller by Buyer as a Binder/Option Fee, in consideration for which Seller shall be irrevocably bound by the terms of this Agreement from and after the date of Seller’s execution hereof. The Binder/Option Fee shall not be applied against the Purchase Price of the Property at Closing.

35. Bankruptcy Matters. a. Pending Bankruptcy Proceeding. On October 24, 2019, Seller filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101, et. seq. (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Middle District of Florida, Tampa Division (the “Bankruptcy Court”) under the caption In re: Summit View, LLC, Debtor, Case No. 8:19-bk-10111-MGW (the “Bankruptcy Case”). There are two litigation


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matters currently pending before the Bankruptcy Court as part of the Bankruptcy Case and which are generally described as follows (collectively, the “Litigation Matters”): (i) that certain action filed by Roberto Valdez, as owner of certain property located adjacent to the Property, and which is identified in the Bankruptcy Court as Case No. 8:20-ap-00059-MGW and including the underlying state court case from which this particular action was removed; and (ii) that certain action filed by Harry and Janet Denlinger, as owners of certain property located adjacent to the Property, and which is identified in the Bankruptcy Court as Case No. 8:19-ap-00610-MGW and including the underlying state court case from which this particular action was removed. b. Additional Conditions to Closing. Buyer’s obligation to close on the purchase of Lots under this Agreement is contingent upon satisfaction of all of the following conditions (in addition to the Conditions to Closing): (i) Buyer shall be satisfied with the sufficiency of the notice of the sale described in Section 35.c hereof, which notice shall be given prior to the sale, and shall provide, among other things, that the sale be subject to the Sales Procedures (as hereinafter defined); (ii) the Bankruptcy Court shall have entered an order in form and substance acceptable to Buyer granting Seller’s motion to approve the Sales Procedures (the “Sale Procedures Order”), which order shall have been signed and entered on or before September 1, 2020; (iii) the Bankruptcy Court shall have entered an order in form and substance acceptable to Buyer approving the sale of the Property to Buyer pursuant to Section 363 of the Bankruptcy Code free and clear of all liens and encumbrances other than the Permitted Exceptions (the “Sale Approval Order”), which order shall be signed and entered on or before November 1, 2020, and the Sale Approval Order shall be a final order that is not subject to appeal, or if an appeal of the Sale Approval Order is pending, the appeal shall not have stayed the effect of the Sale Approval Order, nor shall the Sale Approval Order be subject to stay, by an order of the Bankruptcy Court or any other court having jurisdiction to issue such stay (as applicable, a “Final Order”); and (iv) the Litigation Matters have been dismissed with prejudice, and there are no settlement terms or other terms of any such dismissal that will materially and adversely affect Seller’s ability to convey title to the Lots to Buyer in accordance with the terms and conditions hereof; provided, however, that (A) the foregoing condition shall be deemed satisfied notwithstanding the filing or pendency of any appeals by opposing parties in any one or more of the Litigation Matters, so long as such pending appeals do not have a materially adverse effect on Seller’s ability to construct and develop the Subdivision and sell and convey the Lots to Buyer in accordance with the terms and conditions hereof, the determination of which shall be made by Buyer in its reasonably exercised discretion; and (B) a Litigation Matter shall be deemed to be dismissed with prejudice if such Litigation Matter is (1) seeking only monetary damages from Seller so long as any monetary damages so sought will not, if awarded to the plaintiff(s) therein, materially and adversely affect Seller’s ability to construct and develop the Subdivision and sell and convey the Lots to Buyer in accordance with the terms and conditions hereof, the determination of which shall be made by Buyer in its reasonably exercised discretion, and does not include any claims or causes of action that seek injunctive remedies against, or seek a declaratory judgement regarding the legal status of, any part of the Master Property or its development permits, and (2) pursuant to an order of the Bankruptcy Court, any monetary judgment that may result from such Litigation Matter cannot be enforced against and does not create any form of lien against any part of the Master Property. c. Covenants Pertaining to Bankruptcy Court Matters. (i) Seller shall use commercially reasonable efforts to cause the conditions precedent to Buyer’s obligation to conduct a Closing hereunder that are set forth in Section 5 hereof, Section 35.b hereof and elsewhere in this Agreement to be satisfied in the times required by this Agreement, and in the event that all such conditions are not satisfied or have not been waived in writing by Buyer, Buyer may terminate this Agreement by written notice to Seller, in which event the full amount of the Earnest Money shall be returned to Buyer. (ii) Buyer shall use commercially reasonable efforts to provide Seller with such documentation as is reasonably necessary for the determination as to the qualification of Buyer as a bona fide purchaser of the Property. (iii) Seller shall use commercially reasonable efforts to obtain (1) entry by the Bankruptcy Court of the Sale Procedures Order on or before August 30, 2020, and (2) entry of the Sale Approval Order on or before November 30, 2020. (iv) The Sale Procedures Order shall provide, among other things, that Buyer is a “Qualified Bidder” (as defined in the Sales Procedures), has standing to be heard in the Bankruptcy Case and is entitled to participate in the auction to be conducted as provided in the sales procedures attached as Exhibit A to the motion to authorize and approve the sale of the Property (the “Sales Procedures”), which Sales Procedures must be reasonably acceptable to Buyer.


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(v) The Sale Procedures Order shall provide, among other things, for the payment by Seller to Buyer, solely in the event that the Property is sold at the auction (as defined in the Sale Procedures Order) to a party other than Buyer, of (a) a break-up fee in the amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00), and (b) an amount equal to the reasonable out-of-pocket costs and expenses incurred by Buyer in connection with its due diligence inspections of the Property, and the preparation and negotiation of this Agreement, including, without limitation, Buyer’s reasonable attorney’s fees and costs, up to a maximum aggregate amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00). (vi) In the event there is no auction as provided in the Sales Procedures, or, if there is such an auction and Buyer is the successful bidder, Seller shall present testimony or make an offer of proof at the hearing on Seller’s motion to approve the sale of the Property to Buyer in accordance herewith (the “Sale Motion”), if necessary, to enable the Bankruptcy Court to make the requisite findings of adequacy of notice to enter the Sale Approval Order. The Sale Approval Order will be in form and substance acceptable to Buyer and will provide, among other things, the following: (1) the notice of the sale contemplated herein is in all respects adequate, proper and sufficient, with a specific recitation as to the creditors and contract counterparties that were noticed on the proposed transactions (as well as the notice procedure that was followed); (2) a description of the proposed transactions, the parties involved, the value of the consideration being paid by Buyer for the Property and a statement that the Property includes all the property of Seller that is subject to the transactions contemplated hereunder; (3) a statement that the transfers to be made pursuant to this Agreement are free and clear of all liens, that Buyer does not assume any of the liabilities of Seller such that Buyer will not incur any liability as a successor of Seller for the construction, operation, maintenance and ownership of the Property, and that any liens to which the Property is subject immediately prior to the Closing shall, following the sale hereunder, attach solely to the net proceeds received by Seller for the sale of the Property; (4) that Buyer is a good faith purchaser and is entitled to all of the protections of Section 363(m) of the Bankruptcy Code; (5) that the Purchase Price and all other aspects of the transactions contemplated hereby were proposed in good faith, were negotiated at arm’s length, and provide Seller with reasonably equivalent value; (6) that the Bankruptcy Court finds that Seller, on behalf of Seller’s estate, is the lawful owner of the Property and Seller is authorized and directed to execute and perform this Agreement and to do and to execute any and all other actions in connection with the consummation of the transactions provided under this Agreement; (7) that upon the Bankruptcy Court’s approval of such transactions, all of the terms and conditions of this Agreement and the documents to be delivered by Seller pursuant thereto are valid and enforceable obligations of Seller; and (8) that the Bankruptcy Court retains jurisdiction over any actions asserted against Buyer related to the Property with respect to matters arising or accruing on or prior to the earlier to occur of (I) the date of the last Closing hereunder, or (II) the termination of this Agreement. (vii) Seller shall provide written notification to Buyer of the hearing date on the motion to approve the Sales Procedures and the Sale Motion and any subsequent continuances, re-settings or postponements of such hearing dates. Notwithstanding the foregoing, Seller acknowledges that Buyer shall have the right, but not the obligation, to have legal counsel for Buyer enter a notice of appearance in the Bankruptcy Case and directly participate in any hearings in regards to the Sales Procedures and/or the Sale Motion as a party in interest. d. Termination. Notwithstanding anything contained herein to the contrary, Buyer shall have the right to terminate this Agreement and receive a refund of the Earnest Money if: (i) The Sale Procedures Order is not entered by the Bankruptcy Court in form and substance acceptable to Buyer by October 31, 2020; or


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(ii) The Sale Approval Order is not entered by the Bankruptcy Court in form and substance acceptable to Buyer by December 31, 2020. e. Bankruptcy Court Jurisdiction. The Bankruptcy Court shall have exclusive jurisdiction over all disputes and other matters relating to (i) the interpretation and enforcement of this Agreement or any ancillary document executed pursuant hereto, and/or (ii) the Property, and the parties expressly consent to and agree not to contest such exclusive jurisdiction. 36. Seller Construction of Perimeter Fencing. The “Perimeter Fence” shall consist of a PVC fence that is approximately six feet (6’) in height and constructed and located along the Property line adjacent to Happy Hill Road, to be installed by Seller at Seller’s sole cost during the development of the Subdivision and completed on or before the Required Completion Date of Phase 1A. Seller shall convey the land upon which the Perimeter Fence is to be installed to the HOA at or before the Initial Closing. Notwithstanding any other provision herein, if for any reason Seller does not complete installation of the Perimeter Fence by the scheduled completion date, then, in addition to such rights and remedies as Buyer may have pursuant to Section 27 below, Buyer, at Buyer’s option, may: (a) extend and delay the Closing Schedule on a day-for-day basis for each day beyond the completion date that installation remains incomplete, in which event the escalator to the Purchase Price, if any, shall be abated and suspended during such period of extension; and/or (b) without limiting any other remedy of Buyer, elect to complete installation of the Perimeter Fence, in which case all costs and expenses incurred by Buyer in doing so, plus ten percent (10%), shall be payable by Seller to Buyer upon demand, provided Buyer provides Seller with all invoices and receipts for such expenses, and such amounts shall bear interest at twelve percent (12%) per annum until paid; provided, however, that Buyer shall comply with, and Seller shall be entitled to the benefits of, Section 27.d hereof before Buyer can elect to exercise its rights under this clause (b). If not sooner paid, Buyer may elect to receive payment of such amounts in the form of a credit against the Purchase Price payable by Buyer at subsequent Closings. Seller hereby grants to Buyer a nonexclusive license to enter upon the Land or any portion thereof, or any other property owned by Seller, for the purpose of completing installation of the Perimeter Fence. Seller shall cooperate with and assist Buyer by providing any information which may be reasonably requested concerning completing installation of the Perimeter Fence, and Seller hereby authorizes and grants to Buyer a nonexclusive license to use all plans, contracts, materials and information which may be necessary or desirable for the completion of the Perimeter Fence and the payment of the costs thereof. The provisions of this Section shall survive termination of this Agreement for any reason. 37. Centralized Mailbox System. The parties acknowledge and agree that the United States Postal Service (the “USPS”) will require a centralized postal delivery system for the entire Subdivision (the “Mailbox System”) and will not permit the use of individual mailboxes in front of homes in the Subdivision. On or before the Required Completion Date for Phase 1A, Seller shall construct and install the Mailbox System and associated lighting and landscaping (collectively, the “Mailbox Improvements”) on a common area of the subdivision; provided, however, that Buyer acknowledges that the Mailbox Improvements may consist of temporary mailboxes if and so long as the same has been approved by the USPS. Seller shall convey the common area upon which the Mailbox Improvements is installed to the HOA at or before the Initial Closing. Notwithstanding any other provision herein, if for any reason Seller does not complete installation of the Mailbox Improvements by the scheduled completion date, then, in addition to such rights and remedies as Buyer may have pursuant to Section 27 below, Buyer, at Buyer’s option, may: (a) extend and delay the Closing Schedule on a day-for-day basis for each day beyond the completion date that installation remains incomplete, in which event the escalator to the Purchase Price, if any, shall be abated and suspended during such period of extension; and/or (b) without limiting any other remedy of Buyer, elect to complete installation of the Mailbox Improvements, in which case all costs and expenses incurred by Buyer in doing so, plus ten percent (10%), shall be payable by Seller to Buyer upon demand, provided Buyer provides Seller with all invoices and receipts for such expenses, and such amounts shall bear interest at twelve percent (12%) per annum until paid; provided, however, that Buyer shall comply with, and Seller shall be entitled to the benefits of, Section 27.d hereof before Buyer can elect to exercise its rights under this clause (b). If not sooner paid, Buyer may elect to receive payment of such amounts in the form of a credit against the Purchase Price payable by Buyer at subsequent Closings. Seller hereby grants to Buyer a nonexclusive license to enter upon the Land or any portion thereof, or any other property owned by Seller, for the purpose of completing installation of the Mailbox Improvements. Seller shall cooperate with and assist Buyer by providing any information which may be reasonably requested concerning completing installation of the Mailbox Improvements, and Seller hereby authorizes and grants to Buyer a nonexclusive license to use all plans, contracts, materials and information which may be necessary or desirable for the completion of the Mailbox Improvements and the payment of the costs thereof. The provisions of this Section shall survive termination of this Agreement for any reason.


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38. Community Development District.

a. Disclosure. BUYER ACKNOWLEDGES THAT THE LOTS WILL BE SUBJECT TO A COMMUNITY DEVELOPMENT DISTRICT ("CDD") WHICH HAS BEEN ESTABLISHED WITH RESPECT TO THE SUBDIVISION TO FINANCE AND FACILITATE THE CONSTRUCTION AND INSTALLATION OF CERTAIN INFRASTRUCTURE SERVICING THE SUBDIVISION AND THAT THE CDD MAY IMPOSE AND LEVY TAXES OR ASSESSMENTS, OR BOTH TAXES AND ASSESSMENTS, ON THIS PROPERTY. THESE TAXES AND ASSESSMENTS PAY THE CONSTRUCTION, OPERATION, AND MAINTENANCE COSTS OF CERTAIN PUBLIC FACILITIES AND SERVICES OF THE DISTRICT AND ARE SET ANNUALLY BY THE GOVERNING BOARD OF THE DISTRICT. THESE TAXES AND ASSESSMENTS ARE IN ADDITION TO COUNTY AND OTHER LOCAL GOVERNMENTAL TAXES AND ASSESSMENTS AND ALL OTHER TAXES AND ASSESSMENTS PROVIDED FOR BY LAW.

b. Series A Bonds. The CDD will issue Series A bonds (“Series A Bonds”) for which assessments are payable in annual installments of principal and interest by the owner of each Lot ("Series A P&I Assessments"). Such Series A P&I Assessments shall appear ultimately on the real estate tax bill for each Lot, but may be directly billed by the CDD’s financial manager until the assessments are placed on the County tax roll, and may vary by lot type and size, and need not be uniform throughout the Subdivision.

c. No B Bond Debt. Seller hereby represents and warrants that the CDD shall not encumber the Land with any liens securing the payment of any short term debt ("B Bond Debt") that is not extinguished as to the Lots prior to Buyer’s acquisition of such Lots.

d. CDD Assessment Amounts and Estoppel. The CDD will also levy special assessments to pay for the administration of the CDD, and the operation, maintenance and repair of improvements within the CDD’s scope of responsibility (“O&M Assessments”). Such O&M Assessments shall appear ultimately on the real estate tax bill for each Lot, but may be directly billed by the CDD’s financial manager until the assessments are placed on the County tax roll, and may vary by lot type and size, and need not be uniform throughout the Subdivision. The O&M Assessments are subject to change each fiscal year of the CDD, based on the budget adopted by the CDD Board of Supervisors for such fiscal year. The Series A P&I Assessments, as well as the O&M Assessments, are collectively referred to herein as “CDD Assessments”. No later than fifteen (15) days prior to the expiration of the Inspection Period, Seller shall deliver written notice to Buyer estimating (i) the total amount of the Series A Bonds to be issued, (ii) the estimated total CDD Assessments for each respective Lot, and (iii) the net reimbursable amount per Lot that Seller will obtain from the issuance of the Series A Bonds for use in developing the Subdivision (the “CDD Reimbursement Amount”). Notwithstanding the foregoing terms, Buyer and Seller shall negotiate in good faith to mutually agree upon the actual number of the CDD Reimbursement Amount during the Inspection Period. Buyer acknowledges that as of the Local Execution Date, the CDD has been established. However, no bonds or assessments have been levied. Until such time as the CDD issues Series A Bonds and adopts a budget, any CDD Assessments provided by Seller to Buyer are good faith estimates only and are subject to change upon actual issuance of Series A Bonds (subject to the limitation set forth in subsection e. below) and adoption of the CDD’s operations and maintenance budget. To the extent that any such estimated CDD Assessments change, Seller shall provide any modified estimates to Buyer, and Buyer shall have the right to terminate this Agreement within ten (10) business days after receiving any such modified estimate of CDD Assessments, in which event the Earnest Money shall be refunded to Buyer. CDD Assessments shall be prorated between Seller and Buyer as of the date of each Closing based on the CDD’s fiscal year. In connection with each Closing, Seller shall deliver to Buyer estoppel certificates relative to the CDD Assessments at least five (5) days prior to each Closing; provided, however, that from and after such time as the CDD Assessments appear on the certified tax roll and real estate tax bills for the County, Seller shall have the right to provide Buyer with a certified tax roll reflecting the CDD Assessments in lieu of an estoppel from the CDD Manager.

e. Cap on CDD Assessments. Notwithstanding anything contained herein to the contrary, as to the Lots then owned by Buyer, in no event shall the CDD Assessments exceed (i) Seven Hundred Twenty and No/100 Dollars ($720.00) per 40’ Lot per year, or (ii) Nine Hundred and No/100 Dollars ($900.00) per 50’ Lot per year (before any early prepayment discount and City and/or County collection costs), without Buyer’s prior written approval.

f. CDD Board of Supervisors. From and after the Initial Closing and continuing so long as Seller maintains control of a majority of the Board of Supervisors of the CDD, Seller shall grant Buyer the right, but not the obligation, to appoint one (1) Buyer representative to the Board of Supervisors of the CDD so long as Buyer continues to own any of the Lots.


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g. Survival. The provisions of this Section shall survive all Closings or any termination of this Agreement after the Initial Closing. 39. Force Majeure. Seller shall be excused for the period of any delay in the performance of Seller’s obligation to deliver the Lots hereunder when prevented from so doing by cause or causes beyond Seller’s reasonable control, including, without limitation, labor disputes, civil commotion, fire or other casualty, acts of God (including, without limitation, a pandemic), or inability to obtain materials or service (each a “Force Majeure Event”); provided, however, Seller shall be entitled to the benefits of a Force Majeure Event only if Seller (a) provides Buyer with written notice of the occurrence of such Force Majeure Event within ten (10) days after Seller determines that such event will cause a delay which notice shall describe such Force Majeure Event in reasonable detail and, to the extent practicable, include an estimate of the anticipated duration of the applicable delay, (b) takes appropriate diligent action necessary to remedy such Force Majeure Event or its resulting effects, or otherwise removes the basis for non-performance, as soon as reasonably practicable, and (c) upon such remedy or removal, resumes performance of its obligations under this Agreement. Notwithstanding anything to the contrary contained herein, the failure by Seller to deliver the Lots in accordance with this Agreement shall be deemed to have not been caused by a Force Majeure Event or circumstances outside its reasonable control if such failure results from a shortage of cash or other financial inability to perform.

-EXECUTIONS ON FOLLOWING PAGE-


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EXHIBIT A ESCROW AGREEMENT

THIS ESCROW AGREEMENT (hereinafter referred to as this "Agreement"), is made and entered into _____________, 2020, by and among: Summit View, LLC having as a mailing address: 334 East Lake Road, Suite 172, Palm Harbor, FL 34685 (hereinafter referred to as "Seller"); D.R. Horton, Inc. having as a mailing address: 12602 Telecom Drive, Tampa, FL 33637 (hereinafter referred to as "Buyer"); and DHI Title of Florida, Inc., having as a mailing address: 4220 Race Track Road, Suite 800, St. Johns, FL 32259 (hereinafter referred to as "Escrow Agent").

W I T N E S S E T H WHEREAS, Seller and Buyer have entered into that Lot Purchase Agreement having an Effective Date of ____________, 2020, (hereinafter referred to as the “Contract") as to certain real property situated in Pasco County, Florida (hereinafter referred to as the "Property"); and WHEREAS, Buyer and Seller have appointed DHI Title of Florida, Inc. to hold all earnest money under the Contract in accordance with the terms of the Contract and this Agreement. NOW, THEREFORE, in furtherance of the transaction contemplated hereby and for and in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

1. Seller and Buyer hereby designate, constitute and appoint DHI Title of Florida, Inc. as the "Escrow Agent" under this Agreement to hold all earnest money under the Contract, and DHI Title of Florida, Inc. accepts such designation and appointment and agrees to act in accordance with the terms of the Contract and this Agreement. In the event of a conflict between the terms of this Agreement and those of the Contract, the terms of the Contract shall control. Seller and Buyer agree (a) that Escrow Agent shall be a stakeholder only and not liable for any losses, costs or damages it may incur in performing its responsibilities hereunder unless such losses, costs or damages shall arise out of the willful default or negligence of Escrow Agent or its agents, (b) that no releases or disbursements shall be made hereunder except upon consistent written instructions from both Seller and Buyer or their successors or assigns; and (c) that in the event of a dispute hereunder between Seller and Buyer (or their successors or assigns), Escrow Agent shall have the right, exercisable in its sole discretion, to be discharged by tendering unto the registry or custody of any court of competent jurisdiction, the closing documents and funds held by Escrow Agent, together with any such legal pleadings as it deems appropriate. Escrow Agent shall be indemnified, saved and held harmless by the Seller and Buyer for all of its expenses, costs and reasonable attorney’s fees incurred in connection with such interpleader action.

2. Upon receipt of consistent written instructions from both Seller and Buyer, or their respective counsel, then Escrow Agent shall disburse the funds held in escrow in accordance with the written instructions signed by both Buyer and Seller, or their respective counsel. Said written instructions may be given in duplicate counterparts and by facsimile or e-mail transmission. Escrow Agent shall have the right to deduct any costs Escrow Agent has incurred for overnight delivery charges or wire transfer fees from the funds held prior to disbursement.

3. All checks, money orders or drafts deposited with Escrow Agent under this Agreement will be processed for collection in the normal course of business. Escrow Agent will not commingle funds received by it in escrow with funds of others and shall deposit such funds in a separate escrow account with a federally insured Bank. Escrow Agent shall not be liable for any loss caused by the failure, suspension, bankruptcy or dissolution of any such investment vehicle or fund.

4. Escrow Agent shall not be liable for any loss or damage resulting from the following: (a) Any default, error, action or omission of any other party; (b) The expiration of any time limit unless such time limit was known to Escrow Agent and such loss is solely caused

by failure of Escrow Agent to proceed in its ordinary course of business; (c) Any loss or impairment of funds while on deposit with a federally insured Bank resulting from failure, insolvency

or suspension of such institution; or (d)Escrow Agent’s complying with any and all legal process, writs, orders, judgments and decrees of any court

whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed. 5. Escrow Agent shall be entitled to rely upon the instructions and other matters covered thereby, and shall not be required to

investigate the authority of the person executing and delivering such instructions, or otherwise verify the accuracy of the statements of information presented therein. 6. The terms and provisions of this Agreement are for the benefit of Seller, Buyer and Escrow Agent and their respective successors and assigns only. Nothing contained herein shall be deemed or construed to inure to the benefit of any other person or party, it being the express intent of Seller, Buyer and Escrow Agent that no such person or party shall be entitled to any of the benefits hereof, except as herein expressly provided.

7. Time is of the essence of this Agreement. 8. This Agreement is intended as a contract under the laws of the State of Florida and shall be governed thereby and

construed in accordance therewith. 9. This Agreement, and any amendments hereto, may be executed by hand-signatures or by electronic signature using

DocuSign or other similar technology and may be delivered via facsimile or e-mail, which for all purposes shall be deemed to constitute originals. This Agreement may be executed in counterparts, all of which when taken together shall be deemed one original.

10. Any interest earned on the funds held in escrow shall accrue to the benefit of Buyer, whose tax identification number is ________________. IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the day, month and year first above written.

NOTE: THIS IS AN EXHIBIT – DO NOT EXECUTE.


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Exhibit B Site Plan


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Exhibit C Closing Schedule

A. The “Initial Closing Date” shall be that date which is thirty (30) days after the later of: (i) the date the Sale Approval Order becomes a Final Order, (ii) the Substantial Completion Date for Phase 1A, or (iii) the NOS Date. Buyer may purchase Lots in Phase 1A prior to the Initial Closing Date; however, such early closing shall not change the Initial Closing Date. On or before the Initial Closing Date, Buyer shall close on the purchase of fifteen (15) Lots in Phase 1A (the “Initial Closing”), and Buyer shall continue to close on at least fifteen (15) Lots in Phase 1A during each three month period thereafter until such time as Buyer has closed on all of the Lots in Phase 1A. B. The “Second Closing Date” shall be the later of (i) the date which is thirty (30) days after the Substantial Completion Date for Phase 1B, or (ii) the date that is three (3) months after the last Closing on Lots in Phase 1A under the foregoing Paragraph A. Buyer may purchase Lots prior to the Second Closing Date; however, such early closing shall not change the Second Closing Date. On or before the Second Closing Date, Buyer shall close on the purchase of fifteen (15) Lots in Phase 1B, and Buyer shall continue to close on at least fifteen (15) Lots in Phase 1B during each three month period thereafter until such time as Buyer has closed on all of the Lots in Phase 1B. C. The “Third Closing Date” shall be the later of (i) the date which is thirty (30) days after the Substantial Completion Date for Phase 2A, or (ii) the date that is three (3) months after the last Closing on Lots in Phase 1B under the foregoing Paragraph B. Buyer may purchase Lots prior to the Third Closing Date; however, such early closing shall not change the Third Closing Date. On or before the Third Closing Date, Buyer shall close on the purchase of fifteen (15) Lots in Phase 2A, and Buyer shall continue to close on at least fifteen (15) Lots in Phase 2A during each three month period thereafter until such time as Buyer has closed on all of the Lots in Phase 2A. D. The “Fourth Closing Date” shall be the later of (i) the date which is thirty (30) days after the Substantial Completion Date for Phase 2B, or (ii) the date that is three (3) months after the last Closing on Lots in Phase 2A under the foregoing Paragraph C. Buyer may purchase Lots prior to the Fourth Closing Date; however, such early closing shall not change the Fourth Closing Date. On or before the Fourth Closing Date, Buyer shall close on the purchase of fifteen (15) Lots in Phase 2B, and Buyer shall continue to close on at least fifteen (15) Lots in Phase 2B during each three month period thereafter until such time as Buyer has closed on all of the Lots in Phase 2B.


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Exhibit D

Permitted Exceptions

1. Ad valorem taxes for the year of Closing (to be prorated) and subsequent years; 2. Utility easements and rights-of-ways of record that do not materially affect Buyer’s intended use or the

value of the Property; 3. The Declaration; 4. The Plats; 5. The documents evidencing and securing the rights of the CDD; 6. All covenants, conditions, restrictions, easements and other title matters and encumbrances (the

“Added Exceptions”) that are (a) required by any Governmental Authority in order to develop the Subdivision (including, without limitation, the Lots) in accordance with the terms and conditions hereof and in compliance with all applicable laws, and (b) required by a utility provider supplying utility services to the Subdivision; provided that each such title matter shall be subject to the approval of Buyer before recording, except that such approval (i) shall not be unreasonably withheld, delayed or conditioned, and (ii) shall not be withheld in any event unless the proposed Added Exception has a materially adverse effect on the value, marketability or developability of one or more Lots; and

7. All other matters, documents, and title exceptions expressly identified as “Permitted Exceptions” in the provisions of this Agreement.

- END -


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Exhibit E

Additional Development Specifications

1. The Building Pad for each Lot shall allow construction of a structure in accordance with the applicable

zoning regulations of the Governing Jurisdiction while taking into account all building setback requirements and side slope encroachments.

2. For each Lot with a driveway that will be greater than twenty (20) feet but no more than thirty (30) feet in length from the front lot line, each such Lot shall not exceed a 12% slope from the back of the Right of Way Line to the greater of (i) the Front Setback Line of the applicable Lot, or (ii) the point that is thirty (30) feet from the front lot line of such Lot.

3. For each Lot with a driveway that will be twenty (20) feet in length or less from the front lot line, each such

Lot shall not exceed a 10% slope from the back of the Right of Way Line to the greater of (i) the Front Setback Line of the applicable Lot, or (ii) the point that is thirty (30) feet from the front lot line of such Lot.

4. Each Lot shall be built where the slope of the rear yard does not exceed 5% within the first fifteen feet (15’)

measured from the rear of the Building Pad and where no slope on any lot shall exceed 20%. 5. Sidewalk and right-of-way areas are to be graded with a minimal slope from the property line to the top of

the curb or as may be required by the applicable governing agency. 6. All municipal and utility services of all governmental agencies are to be available to the Lots and sufficient

for service to the Lots for single family houses. 7. Seller shall provide Buyer with evidence reasonably acceptable to Buyer that all the streets in the

Subdivision have been constructed to the Governing Jurisdiction standards for public streets sufficient to serve the Subdivision, have been publicly dedicated and either have been accepted for maintenance by the applicable governing authority or are subject to a current maintenance bond posted with the governing authority, which bond has not been drawn on.

8. Seller shall provide Buyer with certification that operable water and sewer taps are available to each of the

Lots. 9. Seller shall provide Buyer with written certification from the Engineer of Record that building permits are

obtainable from the appropriate governmental agencies for the construction of single-family houses on the Lots; provided that Buyer pays all fees, completes and submits all applications and otherwise complies with all generally applicable building permit requirements of the Governing Jurisdiction.

10. Seller shall provide Buyer with certification from the Engineer of Record that the Lots are served by

permanent underground electricity and all transformers are set. 11. Seller shall provide Buyer with written evidence that Seller has requested underground telephone service

from the appropriate telephone company for the Lots. 12. Seller shall provide Buyer with written certification from the Engineer of Record that the Lots are served by

sanitary garbage service. 13. The Lots shall be reasonably cleared of any trash, debris, brush and other materials, and all easements and

rights-of-way have been graded, seeded and strawed as may be required by the Governing Jurisdiction. 14. The Lots shall have no waste disposal or buried debris of any kind located within the building site as

determined by the setback requirements for each Lot. Seller shall indemnify Buyer from any suits or judgments brought against Buyer as a result of Seller or Seller’s agents burying materials of any kind within the building setback limits. Seller agrees that it will notify Buyer in writing, at least twenty (20) days prior to the Closing of the exact location (by use of plat prepared from a survey) of any area which Seller has used as a burial pit.


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15. Seller shall provide Buyer with written certification from the Engineer of Record stating that the names of all streets reflected on the Plats have been accepted and approved for E-911 addressing purposes.


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Exhibit F

EARNEST MONEY NOTE (Pasco County, Florida)

$10,000.00 Arlington, Texas __________, 2020

FOR VALUE RECEIVED, the undersigned, D.R. Horton, Inc., a Delaware corporation (“Buyer”), promises to pay to Summit View, LLC, a Florida limited liability company (“Seller”), the sum of TEN THOUSAND AND NO/100 DOLLARS ($10,000.00), with no interest, such sum to be due and payable subject to the terms of this Earnest Money Note, and subject to all of the terms and conditions of that certain Lot Purchase Agreement, of even date herewith (as amended from time to time, the “Contract”), executed by and between Seller and Buyer, regarding the purchase and sale of four hundred six (406) fully developed residential lots located in Pasco County, Florida, together with all rights, privileges, easements and interests appurtenant thereto (collectively, the “Property”). This Earnest Money Note is the earnest money note contemplated in the Contract and represents the Earnest Money, as such term is defined in the Contract. All terms and provisions of the Contract, including any provision for a credit to Buyer against

the outstanding balance due under this Earnest Money Note upon the purchase of any lots by Buyer, are incorporated herein. Upon the occurrence of any event under the Contract whereby Buyer is entitled to the return of the Earnest Money, then this Earnest Money Note shall be cancelled and of no further force or effect. If Seller has fulfilled all of its obligations pursuant to the Contract, and if Buyer has committed an event of default under such Contract and received proper written notice of default as set forth in such Contract, and if Buyer’s right to cure under such Contract has expired without cure by Buyer, then the outstanding principal balance hereof shall thereupon be fully due and payable upon written demand by Seller to Buyer.

This Earnest Money Note shall be returned uncollected to Buyer upon the earlier of the termination of the Contract or the last closing under the Contract, as described and defined in the Contract. Upon such termination or closing of all of the Property, this Earnest Money Note shall be of no further force and effect, and Seller shall have no rights whatsoever to collect the whole or any part of this Earnest Money Note. In such event, Seller will return the original of this Earnest Money Note, if any, to Buyer endorsed or otherwise marked or stamped as “Cancelled”. Not in limitation of the foregoing, upon any termination of the Contract whereby Buyer is entitled to the return of the Earnest Money under the Contract and the cancellation and discharge of this Earnest Money Note, Seller covenants

and agrees that Seller will deliver to Buyer a written notice of the cancellation and discharge of this Earnest Money Note, and Buyer and Seller agree that notice of such cancellation may be delivered electronically.

Execution of this Earnest Money Note by Buyer may be accomplished by electronic signature utilizing DocuSign or any similar technology. Buyer and Seller agree that this Earnest Money Note may be transmitted by facsimile machine or by electronic scanning and email, and the parties intend that the faxed, scanned, or electronic (DocuSign) signature of Buyer shall constitute an original signature. A facsimile copy or any electronically scanned copy of this Earnest Money Note with the signature, original, faxed, scanned, or electronic (DocuSign) of Buyer shall be binding on Buyer. This Earnest Money Note is not assignable by Seller except in connection with a permitted assignment of the Contract, and any assignment of this Earnest Money Note must be in writing. A copy of any assignment of this Earnest Money Note must be provided to Buyer. THE VALIDITY AND CONSTRUCTION OF THIS EARNEST MONEY NOTE AND ALL MATTERS PERTAINING HERETO ARE TO BE

DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA.

THIS EARNEST MONEY NOTE SHALL NOT BE A VALID AND ENFORCEABLE OBLIGATION OF BUYER UNLESS THIS EARNEST MONEY

NOTE IS EXECUTED BY EITHER ONE OF DONALD R. HORTON, DAVID V. AULD, BILL W. WHEAT, OR MICHAEL J. MURRAY, EACH AN OFFICER

OF BUYER. ANY SUCH OFFICER EXECUTING THIS EARNEST MONEY NOTE IS ACTING ONLY IN A REPRESENTATIVE CAPACITY ON BEHALF OF

BUYER, AND NO OBLIGATION, DUTY, OR LIABILITY OF ANY KIND SHALL BE IMPOSED UPON SUCH OFFICER BY REASON OF HIS EXECUTION OF

THIS EARNEST MONEY NOTE OR ANY MODIFICATION HEREOF. SELLER COVENANTS THAT NO ACTION, SUIT, OR PROCEEDING OF ANY KIND

SHALL BE BROUGHT AGAINST ANY SUCH OFFICER.

NOTE: THIS IS AN EXHIBIT – DO NOT EXECUTE


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Exhibit G GENERAL ASSIGNMENT

THIS GENERAL ASSIGNMENT (this “Assignment”) is made as of the ____ day of _________, 20__, by Summit View, LLC, a Florida limited liability company (“Seller”), to D.R. Horton Inc., a Delaware corporation (“Buyer”). WHEREAS, of even date herewith, Seller has conveyed to Buyer the lots described in Exhibit “A” attached hereto (“Lots”), together with all improvements (the “Improvements”) located thereon (the Lots and Improvements are referred to herein collectively as the “Property”); and WHEREAS, Seller and Buyer intend that Seller also convey to Buyer all of the Conveyed Property Rights (as hereinafter defined). NOW, THEREFORE, Seller, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, hereby agrees as follows: 1. Seller does hereby GRANT, CONVEY, QUITCLAIM and ASSIGN to Buyer all of Seller’s right, title and interest in and to the following, but only to the extent same pertain to the Property, only to the extent the same are legally assignable or transferrable, without representations or warranties, and subject to all matters of title and public records (“Conveyed Property Rights”):

(a) all surveys, engineering, soils, seismic, geological, environmental, reports, studies and certificates and other technical descriptions; (b) all warranties, guaranties and indemnities received from third parties, and all claims, demands and causes of action against third parties, but only to the extent they are for the benefit of, and applicable to, the Property or the owner thereof, including, without limitation, any warranties, guaranties, indemnities, contractual rights, claims, demands and causes of action pertaining to the development, construction, design or completion of the Property and/or the common areas, streets, utilities or other subdivision infrastructure;

(c) all licenses, permits, governmental approvals, utility commitments, utility rights (including rights to capacity or service), drainage and detention rights, development rights or other similar rights, inclusive of any prepaid impact fees, impact fee credits or other similar development credits;

(d) all rights under any plats (preliminary or final) of any portion of the Property or any rights-of-way abutting the Property or any portion thereof, including any boundary plats and any right-of-way plats, submitted, approved or recorded;

(e) all unpaid awards or proceeds, including awards in connection with insurance and any eminent domain taking; and

(f) all other rights, powers, privileges, options, or other benefits associated with, that pertain to, are attributable to, are appurtenant to, apply to, or which otherwise benefit the Property.

TO HAVE AND TO HOLD the Conveyed Property Rights unto Buyer and Buyer’s successors and assigns forever.

2. This Assignment shall be binding on Seller, its successors and assigns, and shall inure to the benefit of Buyer, its successors and assigns. 3. This Assignment does not constitute an assumption of any liability or obligation by Buyer, nor shall it be deemed to impose on Buyer any liability or obligation. This Assignment is made WITHOUT RECOURSE. Furthermore, Seller assigns the Conveyed Property Rights only to the extent they may exist and in fact be assignable, and without any representation or warranty whatsoever.

4. Seller and Buyer will each cooperate with each other, their employees, and agents to facilitate the purpose and intent of this Assignment including, without limitation, the providing of information and documentation that may be reasonably required for the enforcement of the rights and interests assigned hereby.

5. This Assignment may be executed in several counterparts, each of which shall be fully effective as an original and all of which together shall constitute one and the same instrument. EXECUTED as of the date first above written.

NOTE: EXHIBIT ONLY – DO NOT EXECUTE.


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Exhibit H Legal Description of the Master Parcel

The South ½ of the Southwest ¼ of the Northeast ¼; The Northeast ¼ of the Northwest ¼ of the Southeast ¼; The Northwest ¼ of the Northwest ¼ of the Southeast ¼; the Southwest ¼ of the Northwest ¼ of the Southeast ¼, and the North ½ of the Northwest ¼ of the Southwest ¼ of the Southeast ¼; the Northeast ¼ of the Southwest ¼; the North ¼ of the Southeast ¼ of the Southwest ¼; the Northeast ¼ of the Northwest ¼ of the Southwest ¼, and the South ½ of the Northwest ¼ of the Southwest ¼, all in Section 32, Township 24 South, Range 21 East, all of said property being situate in Pasco County, Florida.


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Exhibit I Form of DHI Mortgage

This document was prepared by and should be returned to: Hand Arendall Harrison Sale LLC Attn: Paul T. Beckmann, Esq. 104 St. Francis Street, Suite 300 Mobile, AL 36602 Phone: (251) 432-5511 THIS MORTGAGE SECURES THE MORTGAGOR’S CONTRACTUAL OBLIGATION TO REFUND AN EARNEST MONEY DEPOSIT PAID BY THE MORTGAGEE TO THE MORTGAGOR PURSUANT TO A CONTRACT FOR THE SALE AND PURCHASE OF THE MORTGAGOR’S REAL PROPERTY WHICH IS ENCUMBERED BY THIS MORTGAGE, AND DOES NOT SECURE A PROMISSORY NOTE OR OTHER WRITTEN OBLIGATION TO REPAY BORROWED FUNDS WITHIN THE MEANING OF SECTION 201.08(1)(A), FLORIDA STATUTES. FURTHER, THE MORTGAGOR’S OBLIGATION TO REFUND THE MORTGAGEE’S EARNEST MONEY DEPOSIT IS NOT FIXED AND ABSOLUTE AS OF THE EXECUTION OF THIS MORTGAGE. ACCORDINGLY, THIS MORTGAGE IS EXEMPT FROM DOCUMENTARY STAMP TAXES UNDER RULE 12B-4.054(4) OF THE FLORIDA ADMINISTRATIVE CODE. ADDITIONALLY, BECAUSE THIS MORTGAGE SECURES A CONTINGENT OBLIGATION, IT IS EXEMPT FROM INTANGIBLES TAX PURSUANT TO THE COURT DECISION IN WEST FLAGLER ASSOCIATES V. DEPARTMENT OF REVENUE, 633 SO.2D 555 (FLA. 3D DCA 1994).

MORTGAGE AND SECURITY AGREEMENT THIS MORTGAGE AND SECURITY AGREEMENT (the “Mortgage”) is made and executed this _______ day of ___________, 20___, by ___________________, a(n) ______________________, whose address is _______________________ (“Mortgagor”) to and in favor of ___________________, a(n) ______________________, whose address is _______________________ (“Mortgagee”);

W I T N E S S E T H: WHEREAS, Mortgagee holds a contractual right to purchase certain real property located in _________ County, Florida, pursuant to that certain Lot Purchase Agreement between Mortgagor and Mortgagee incorporated herein by reference (hereinafter collectively referred to as the “Contract”); and WHEREAS, in connection with the Contract, Mortgagee has delivered an earnest money deposit in the amount of __________ (the “Deposit”) and has agreed to allow the Deposit to be disbursed to or for the benefit of Mortgagor pursuant to the Contract, but only on the condition, inter alia, that Mortgagor execute and deliver this Mortgage to Mortgagee as security for the contingent obligation of Mortgagor to refund the Deposit to Mortgagee in the event of a default by Mortgagor under the Contract, the failure of a condition precedent to the obligation of Mortgagee to proceed with the closing under the Contract which entitles Mortgagee to a refund of the Deposit, as provided under the Contract; and WHEREAS, Mortgagee, as a condition precedent to the disbursement of the Deposit to or for the benefit of Mortgagor, has also required that Mortgagor provide Mortgagee with security for the performance, observance, and discharge by Mortgagor of the various covenants, stipulations, and agreements made by Mortgagor to, with, in favor, and for the benefit of Mortgagee in this Mortgage; NOW THEREFORE, in consideration of and in order to secure the payment or repayment of the Deposit, as well as the payment of all other sums of money secured hereby, as hereinafter provided, and also to secure the observance, performance and discharge by the Mortgagor of all covenants, stipulations, and agreements set forth in this Mortgage and the Contract, and in order to charge the properties, interests, and rights hereinafter described with such payment, observance, performance, and discharge, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the Mortgagor does hereby grant, bargain, sell, alien, remise, release, convey, assign, transfer, pledge, deliver, set over, hypothecate, warrant, and confirm unto Mortgagee, its


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successors and assigns forever, the following described properties, rights, and interests (collectively, the “Mortgaged Property”), to wit: ALL THAT certain piece, parcel, or tract of land or real property (hereinafter referred to as the “Real Property”) of which the Mortgagor is now seized and in actual or constructive possession, situate in ________ County, Florida described as follows, to wit:

The real property described on Exhibit “A” attached hereto and incorporated herein by this reference;

TOGETHER WITH all buildings, structures and other improvements of any kind, nature, or description (collectively, the “Improvements”) now or hereafter erected, constructed, placed, or located upon said Real Property by Mortgagor, including, without limitation, any and all additions to, substitutions for, or replacements of such Improvements; TOGETHER WITH rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders now or hereafter belonging or in any way pertaining to or used in connection with the Real Property and/or any of the Improvements, including, without limitation, all (i) development and concurrency rights and credits, impact fee credits, prepaid fees, air rights, water, water rights, water stock, water capacity, sewer, wastewater and reuse water rights, sewage treatment capacity, other utility capacity and rights, concurrency certificates, approvals, and permits relating to the Real Property, (ii) strips and gores, streets, alleys, easements, rights-of-way, public ways, or other rights appurtenant, adjacent, or connected to the Real Property, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from the Real Property (collectively, the “Development Rights”); TOGETHER WITH any and all leases, rents, royalties, issues, revenues, profits, proceeds, income, and other benefits, including accounts receivable, of, accruing to or derived from any of said Real Property, Improvements, and Development Rights (collectively, the “Rents”); TOGETHER WITH a security interest in all of Seller’s right, title, and interest in and to that certain intangible property owned by Seller or used by Seller exclusively in connection with all or any portion of the Real Property, Improvements, and Development Rights, including, without limitation, all of Seller’s right, title, and interest, if any, in and to: (a) all plats, improvement plans, drawings and specifications, and development rights and credits relating to all or any portion of the Real Property, Improvements, and Development Rights, (b) all books, records, reports, test results, environmental assessments, if any, as-built plans, specifications, and other similar documents and materials relating to the use, operation, maintenance, repair, construction, or fabrication of all or any portion of the Real Property, Improvements, and Development Rights; (c) all transferable business licenses, architectural, site, landscaping or other permits, applications, approvals, authorizations, and other entitlements affecting all or any portion of the Real Property, Improvements and Development Rights; and (d) all transferable guarantees, warranties, and utility contracts relating to all or any portion of the Real Property, Improvements and Development Rights; TO HAVE AND TO HOLD all of the same unto the Mortgagee and its successors and assigns in fee simple forever; AND the Mortgagor covenants and warrants with and to the Mortgagee that the Mortgagor is indefeasibly seized of the Mortgaged Property and has good right, full power, and lawful authority to convey and encumber all of the same as aforesaid; that the Mortgagor hereby fully warrants the title to the Mortgaged Property and will defend the same and the validity and priority of the lien and encumbrance of this Mortgage against the lawful claims of all persons whomsoever, other than superior lienors and mortgagors and other matters to which this Mortgage is subordinate consistent with the Contract; and the Mortgagor further warrants that the Mortgaged Property is free and clear of all liens and encumbrances of any kind, nature or description; save and except only for real property taxes for the year 20[___] and thereafter, and the other matters itemized in the Mortgagee title insurance policy insuring the lien of this Mortgage, which Mortgagor has caused to be issued to Mortgagee in connection herewith. PROVIDED ALWAYS, however, that if the Mortgagor shall pay unto the Mortgagee the Deposit if and when the same is required to be refunded to Mortgagee pursuant to the Contract, and if the Mortgagor shall duly, promptly, and fully perform, discharge, execute, effect, complete, and comply with and abide by each and every one of the stipulations, agreements, conditions, and covenants of this Mortgage and all other documents and instruments executed as further evidence of or as security for the obligations secured hereby, then this Mortgage and the estates


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and interests hereby granted and created shall cease, terminate, and be null and void, but shall otherwise remain in full force and effect; AND the Mortgagor, for the benefit of the Mortgagee, and its successors and assigns, does hereby expressly covenant and agree:

1. To refund the Deposit, if and when due in accordance with the terms of the Contract, promptly at the times, at the place, and in the manner that said Deposit shall become due, and to promptly and punctually pay all other sums required to be paid by the Mortgagor pursuant to the terms of this Mortgage.

2. To perform, comply with, and abide by each and every one of the covenants, stipulations,

agreements, and conditions contained and set forth in this Mortgage and any and all other documents and instruments executed and delivered by the Mortgagor to and in favor of the Mortgagee as security for, evidence of, or otherwise connected with or incidental to the extension of credit evidenced by the release of the Deposit to Mortgagor and secured by this Mortgage.

3. To pay all and singular such taxes, assessments, and public charges as are already levied or

assessed or that may be hereafter levied or assessed upon or against the Mortgaged Property, when the same shall become due and payable according to law, before they become delinquent, and before any interest or penalty shall attach thereto. The word “assessments” as used in this Mortgage, whether in this paragraph or elsewhere, shall include not only assessments by political subdivisions, but also maintenance charges, regular assessments and special assessments assessed by subdivision restrictions, homeowner’s declaration for planned unit developments, and assessments by condominium agreements, if any.

4. To immediately pay and discharge from time to time when the same shall become due, or transfer

to bond, all lawful claims and demands of mechanics, materialmen, laborers, and others that, if unpaid, might result in, or permit the creation of, a lien, charge, or encumbrance upon the Mortgaged Property or any part thereof, or on any of the rents, issues, income, revenues, profits, and proceeds arising therefrom and, in general, to do or cause to be done everything necessary so that the lien of this Mortgage shall be fully preserved at the cost of the Mortgagor, without expense to the Mortgagee.

5. To immediately pay and discharge any claim, lien, imposition, or encumbrance against the

Mortgaged Property, when the same shall become due and payable, that is now or may become superior to this Mortgage and to permit no default or delinquency on any lien, imposition, charge, or encumbrance against the Mortgaged Property whether superior or inferior to the lien of this Mortgage.

6. To observe, abide by, and comply with all statutes, ordinances, orders, requirements, or decrees

relating to the Mortgaged Property enacted, promulgated, or issued by any federal, state, or municipal authority or any agency or subdivision thereof, and to observe and comply with all conditions and requirements necessary to preserve and extend any and all rights, licenses, permits (including, but not limited to, zoning variances, special exceptions, and non-conforming uses), privileges, franchises, and concessions that are applicable to the Mortgaged Property or that have been granted to or contracted for by Mortgagor in connection with any existing, presently contemplated, or future use of the Mortgaged Property.

7. Not to cause or permit the presence, use, disposal, storage or release of any Hazardous Substance

(as defined in the Contract) on or in the Real Property. 8. To keep the Real Property in good repair and condition; not commit or permit any waste on the

Real Property; neither do nor permit to be done anything to the Mortgaged Property that may materially impair the value thereof; and correct any violations of governmental codes within the time allocated by the applicable governmental agencies.

9. To do, execute, acknowledge, and deliver all and every such further acts, deeds, conveyances,

mortgages, assignments, notices of assignments, transfers, assurances, and other instruments, including security agreements and financing statements, as the Mortgagee shall from time to time reasonably require, for the purpose of better assuring, conveying, assigning, transferring, and confirming unto the Mortgagee the property and rights hereby encumbered, created, conveyed, assigned, or intended now or hereafter so to be encumbered, created, conveyed, or assigned or that the Mortgagor may now be or may hereafter become bound to encumber, create, convey, or assign to the Mortgagee, or for the purpose of carrying out the intention or facilitating the performance of


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the terms of this Mortgage, or for filing, registering, or recording this Mortgage, and to pay all filing, registration, or recording fees, and all taxes, costs, and other expenses, including attorneys’ fees, incident to the preparation, execution, acknowledgment, delivery, and recordation of any of the same.

10. Keep the Real Property insured in an amount equal to the full replacement value thereof for the

protection of Mortgagee against such hazards as are customarily insured against that may affect property of a type similar to the Real Property. Evidence of such insurance shall be delivered to Mortgagee upon request. If evidence of renewal policies is not obtained by Mortgagor 30 days before the expiration of the existing policy or policies, Mortgagee may, but is not obligated to, after notifying Mortgagor, obtain the required insurance on behalf of Mortgagor (or insurance in favor of Mortgagee along) and pay the premiums thereof. All policies of insurance shall provide that such policies may not be terminated, canceled, endorsed or amended unless the issuer thereof shall have given at least 30 days’ prior written notice thereof to Mortgagee, and that the proceeds thereof shall be payable to Mortgagee without contribution. Mortgagee shall be listed as an additional insured on all liability policies applicable to the Real Property. In case of loss, Mortgagee shall be entitled to receive and apply the same toward payment or performance of any obligation of Mortgagor hereunder, whether due or not, or may pay the same over wholly or in part to Mortgagor for the restoration of the Real Property or for the payment or performance of any obligation of Mortgagor hereunder.

11. That all right, title, and interest of the Mortgagor in and to all extensions, improvements,

betterments, renewals, substitutes, and replacements of, and all additions and appurtenances to, the Mortgaged Property hereinabove described, hereafter acquired by, or released to the Mortgagor, or constructed, assembled, or placed by the Mortgagor on the Real Property, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement, or conversion, as the case may be, and in each such case, without any further mortgage, conveyance, assignment, or other act by the Mortgagor, shall become subject to the lien of this Mortgage as fully and completely and with the same effect as though now owned by the Mortgagor and specifically described herein, but at any and all times the Mortgagor will execute and deliver to the Mortgagee any and all such further assurances, mortgages, conveyances, or assignments thereof or security interests therein as the Mortgagee may reasonably require for the purpose of expressly and specifically subjecting the same to the lien of this Mortgage.

12. That should the Mortgagor fail to make payment of any taxes, assessments, or public charges on

or with respect to the Mortgaged Property before the same shall become delinquent, or shall fail to make payment of any insurance premiums or other charges, impositions, or liens herein or elsewhere required to be paid by the Mortgagor, then the Mortgagee, at its option, may make payment or payments of the same, and also may redeem the Mortgaged Property from tax sale without any obligation to inquire into the validity of such taxes, assessments, and tax sales. In the case of any such payment by the Mortgagee, the Mortgagor agrees to reimburse the Mortgagee, upon demand therefor, the amount of such payment with any fees and expenses attendant in making the same, together with interest thereon at the highest rate then allowed by the laws of the State of Florida, or, if controlling, the laws of the United States; and, until paid, such amounts and interest shall be added to and become part of the debt secured hereby to the same extent that this Mortgage secures the repayment of the Deposit. Neither the right nor the exercise of the right herein granted unto the Mortgagee to make any such payments as aforesaid shall preclude the Mortgagee from exercising its option to cause the Deposit secured hereby to become immediately due and payable by reason of the Mortgagor’s default in making such payments as hereinabove required.

13. That the Mortgagee, in making any payment herein and hereby authorized in the place and stead

of Mortgagor, relating to taxes, assessments, and other governmental or municipal charges, fines, impositions, or liens asserted against the Mortgaged Property, may do so according to any bill or statement procured from the appropriate public office without inquiry into the accuracy of the bill, statement, or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien, or title or claim thereof, or relating to any apparent or threatened adverse title, lien, statement of lien, encumbrance, claim, or charge. In making payments hereby authorized by the provisions of this paragraph, Mortgagee may do so whenever, in its reasonable judgment and discretion, such advance or advances are necessary or desirable to protect the full security intended to be afforded by this instrument.

14. That all awards and other compensation heretofore or hereafter to be made to Mortgagor and all

subsequent owners of the Mortgaged Property in any taking by eminent domain, either permanent or temporary, of all or any part of the said property or any easement or any appurtenance thereto, including severance and consequential damages and change in grade of any street, are hereby collaterally assigned to Mortgagee as security


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for the refund of the Deposit, and Mortgagor hereby covenants and agrees to give Mortgagee immediate notice of the actual or threatened commencement of any proceedings under eminent domain and will deliver to Mortgagee copies of any and all papers served in connection with any proceedings. Mortgagor further covenants and agrees to make, execute, and deliver to Mortgagee, at any time or times, upon request, free, clear, and discharged of any encumbrance of any kind whatsoever, any and all further collateral assignments and/or other instruments deemed necessary by Mortgagee for the purpose of validly and sufficiently collaterally assigning all such awards and other compensation heretofore or hereafter to be made to Mortgagee (including the collateral assignment of any award from the United States Government at any time after the allowance of the claim therefor, the ascertainment of the amount thereof, and the issuance of the warrant for payment thereof).

15. That in the event that the Mortgagee shall become a party either as plaintiff or as defendant, in

any action, suit, appeal, or legal proceeding (including, without limitation, foreclosure, condemnation, bankruptcy, or administrative proceedings or any proceeding wherein proof of claim is by law required to be filed), hearing, motion, or application before any Court or administrative body in relation to the property described or the lien and security interest granted or created hereby or herein, or for the recovery or protection of said indebtedness or said property, or for the foreclosure of this Mortgage, or for the protection of the security of this Mortgage, the Mortgagor shall save and hold the Mortgagee harmless from and against any and all costs and expenses incurred by the Mortgagee on account thereof, including, but not limited to, reasonable attorneys’ fees, title searches, and abstract and survey charges, and the Mortgagor shall repay, on demand, all such costs and expenses; all of which sums, if unpaid, shall be added to and become a part of the indebtedness secured hereby.

16. That any sums that shall not be paid when due, whether maturing by lapse of time or by reason of

acceleration under the provisions of this Mortgage, and whether the Deposit, interest or other money owing for advancements pursuant to the terms of this Mortgage or any other document or instrument executed as security for the refund of the Deposit shall bear interest from the due date until paid at the highest rate then allowed by the laws of the State of Florida, or, if controlling, the laws of the United States.

17. That in no event shall the amount of interest due or payment in the nature of interest payable

under this Mortgage exceed the maximum rate of interest allowed by applicable law, as amended from time to time, and in the event any such payment is paid by the Mortgagor or received by the Mortgagee, then such excess sum shall be credited as a payment of principal, unless the Mortgagor shall notify the Mortgagee, in writing, that the Mortgagor elects to have such excess sum returned to it forthwith; and if any clauses or provisions herein contained operate or would prospectively operate to invalidate this Mortgage in whole or in part, then, such clauses and provisions only shall be held for naught, as though not herein contained, and the remainder of this Mortgage shall remain operative and in full force and effect.

18. A default under this Mortgage shall also constitute a default under the Contract and any

Subordination Agreement or Tri-Party Agreement (as defined in the Contract) to the extent applicable. 19. That (i) if default be made in the payment of any sums of money referred to herein, promptly and

fully when the same shall be due without notice or demand therefor, or (ii) in the event a breach or default be made by the Mortgagor in any one of the stipulations, agreements, conditions and covenants of this Mortgage, or any other documents or instruments executed and delivered by the Mortgagor to and in favor of the Mortgagee as security for, evidence of, or otherwise connected with or incidental to the extension of credit evidenced by the release of the Deposit to Mortgagor and secured by this Mortgage, or in the event that each and every one of said stipulations, agreements, conditions, and covenants are not otherwise duly, promptly, and fully discharged or performed; then and upon the occurrence of any one of such events, or upon the happening of any other event that, according to the terms of the Contract or this Mortgage shall entitle the Mortgagee to the refund of the Deposit, the Mortgagee, at its option, may thereupon or thereafter declare all monies secured hereby to be forthwith due and payable, whereupon the Deposit and the interest accrued on the Deposit and all other sums secured by this Mortgage shall immediately become and be due and payable as if all of said sums of money were originally stipulated to be paid on such day, and thereupon, without notice or demand, the Mortgagee may avail itself of all rights and remedies provided by law and may prosecute a suit at law or in equity as if all monies secured hereby had matured prior to its institution, anything in this Mortgage or in the Contract to the contrary notwithstanding. The Mortgagee may foreclose this Mortgage as to the amount so declared due and payable, and the Mortgaged Property shall be sold according to law to satisfy and pay the same together with all costs, expenses, and allowances, including, without limitation, a reasonable fee for the Mortgagee’s attorneys. The Mortgaged Property may be sold in one parcel, several parcels, or groups of parcels, and the Mortgagee shall be entitled to bid at the sale and, if the highest bidder for the Mortgaged Property or any part or parts thereof, shall be entitled to purchase the same. The failure or omission on the part of


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the Mortgagee to exercise the option for acceleration of maturity and foreclosure of this Mortgage following any default as aforesaid or to exercise any other option granted hereunder to Mortgagee when entitled to do so in any one or more instances, or the acceptance by Mortgagee of partial payment of the indebtedness secured hereby, whether before or subsequent to Mortgagor’s default hereunder, shall not constitute a waiver of any such default or the right to exercise any such option, but such option shall remain continuously in force. Acceleration of maturity, once claimed hereunder by Mortgagee, at the option of Mortgagee, may be rescinded by written acknowledgment to that effect by Mortgagee, but the tender and acceptance of partial payments alone shall not in any way affect or rescind such acceleration of maturity.

20. That at any time after default hereunder the Mortgagee is authorized, without notice (except as

may be required by law), to perform any acts which the Mortgagee deems reasonably necessary or proper to conserve the security herein intended to be provided by said property, and to collect and receive all rents, issues, and profits thereof and therefrom, including those past due as well as those accruing thereafter.

21. That the rights and remedies herein provided are cumulative and Mortgagee, as the beneficiary of

the obligations secured hereby, may recover judgment thereon, issue execution therefor, and resort to every other right or remedy available at law or in equity, without first exhausting and without affecting or impairing the security of any right or remedy afforded hereby and no enumeration of special rights or powers by any provisions hereof shall be construed to limit any grant of general rights or powers, or to take away or limit any and all rights granted to or vested in Mortgagee by law, and Mortgagor further agrees that no delay or omission of the Mortgagee to exercise any rights or power accruing to it hereunder shall impair any such right or power or shall be construed to be a waiver of any such event of default hereunder or an acquiescence therein; and every right, power, and remedy granted herein to the Mortgagee may be exercised from time to time as often as may be deemed expedient by the Mortgagee.

22. That Mortgagee, without notice and without regard to the consideration, if any, paid therefor, and

notwithstanding the existence at that time of any inferior mortgages or other liens thereon, may release any part of the security described herein or may release any person liable for any indebtedness secured hereby without in any way affecting the priority of this Mortgage, to the full extent of the indebtedness remaining unpaid hereunder, upon any part of the security not expressly released. Mortgagee may, at its option and within its sole discretion, also agree with any party obligated on said indebtedness, or having any interest in the security described herein, to extend the time for payment of any part or all of the indebtedness secured hereby, and such agreement shall not, in any way, release or impair this Mortgage, but shall extend the same as against the title of all parties having any interest in said security, which interest is subject to this Mortgage.

23. That in the event Mortgagee: (a) releases, as aforesaid, any part of the security described herein

or any person liable for any indebtedness secured hereby, or (b) grants an extension of time on any payments of the indebtedness secured hereby, or (c) takes other or additional security for the payment thereof, or (d) waives or fails to exercise any rights granted herein or in the Contract, any said act or omission shall not release Mortgagor, subsequent purchasers of the Mortgaged Property or any part thereof, from any obligation or any covenant of this Mortgage, nor preclude Mortgagee from exercising any right, power, or privilege herein granted or intended to be granted in the event of any other default then made, or any subsequent default.

24. That except as otherwise expressly provided herein, without the prior written consent of the

Mortgagee, the sale, transfer, or conveyance of fee simple title to the Mortgaged Property or any part thereof or interest therein, whether voluntarily or by operation of law, shall constitute a default under the terms of this Mortgage and entitle the Mortgagee, at its option, to accelerate all sums secured hereby. In the event the ownership of the Mortgaged Property, or any part thereof, shall become vested in a person other than the Mortgagor without the prior written consent of the Mortgagee, the Mortgagee may, without notice to the Mortgagor, deal with such successor or successors in interest with reference to the Mortgaged Property and this Mortgage in the same manner and to the same extent as with the Mortgagor without in any way vitiating or discharging the Mortgagor’s liability hereunder or for the return of the Deposit hereby secured. No sale, transfer, or conveyance of the Mortgaged Property, no forbearance on the part of the Mortgagee, and no extension of the time for the payment of the obligation hereby secured given by the Mortgagee shall operate to release, discharge, modify, change, or affect the original liability of the Mortgagor, either in whole or in part, unless expressly set forth in writing executed by the Mortgagee.

25. That this Mortgage shall secure not only the refund of the Deposit, if required by the Contract, but

also any advances or disbursements made for the benefit or protection of this Mortgage or the payment of taxes,


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assessments, levies or insurance upon the Mortgaged Property with interest on such disbursements as provided herein.

26. That this Mortgage is and shall be deemed to create, grant, give, and convey a mortgage of, a lien

and encumbrance upon, and a present security interest in both real and personal property, including all fixtures, goods, chattels, construction materials, architectural and construction plans, drawings, shop drawings, furniture, furnishings, equipment, machinery, apparatus, appliances, and other items of personal property, whether tangible or intangible, of any kind, nature, or description, whether now owned or hereafter acquired by the Mortgagor, hereinabove particularly or generally described and conveyed, whether now or hereafter affixed to, located upon, necessary for, or used or useful, either directly or indirectly, in connection with the operation of the Mortgaged Premises and this Mortgage shall also serve as a “Security Agreement” within the meaning of that term as used in the Uniform Commercial Code as adopted and in force from time to time in the State of Florida, and shall be operative and effective as a Security Agreement in addition to, and not in substitution for, any other Security Agreement executed by the Mortgagor in connection with the extension of credit or loan transaction secured hereby. The Mortgagor agrees to and shall, upon the request of Mortgagee, execute and deliver to Mortgagee, in form satisfactory to Mortgagee, such “Financing Statements,” descriptions of property and such further assurances as Mortgagee, in its sole discretion, may from time to time consider necessary to create, perfect, continue and preserve the lien and encumbrances hereof and the security interest granted herein upon and in such the real and personal property described herein including all fixtures, goods, chattels, construction materials, architectural and construction plans, drawings, shop drawings, furniture, furnishings, equipment, machinery, apparatus, appliances, and other items of personal property, whether tangible or intangible, of any kind, nature or description, whether now owned or hereafter acquired by the Mortgagor, herein specifically or generally described and intended to be the subject of the security interest, lien and encumbrance hereby created, granted and conveyed. The Mortgagee, at the expense of the Mortgagor, may or shall cause such statements, descriptions and assurances and this Mortgage to be recorded and re-recorded, filed and refiled, at such times and in such places as may be required or permitted by law to so create, perfect and preserve the lien and encumbrance hereof upon all of said property.

27. The provisions hereof shall be binding upon the Mortgagor and the heirs, devisees, personal

representatives, successors, and assigns of the Mortgagor, and inure to the benefit of Mortgagee and its successors and assigns. The words “Mortgagor” and “Mortgagee” shall be interpreted to mean singular, plural, feminine, masculine, or neuter, as the context shall require.

28. This instrument is to be governed by and construed in accordance with the laws of the State of

Florida. IN WITNESS WHEREOF, the said Mortgagor has caused these presents to be executed as of the day and year first above written.



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Exhibit J Form of Tri-Party Agreement

This Instrument Prepared By: Hand Arendall Harrison Sale LLC Post Office Box 123 Mobile, AL 36601 _______________________________________________________________________________________________

TRI-PARTY AGREEMENT This TRI-PARTY AGREEMENT (this "Agreement") is entered as of the ____ day of ____________, 202__, by and among __________________________ ("Lender"), D.R. Horton, Inc., a Delaware corporation ("Horton"), and ____________________________, a ______________________________ ("Borrower").

RECITALS:

A. Lender and Borrower have entered into a certain __________________________ (the "Loan Agreement") dated as of ______________, 202__ (the "Loan Closing Date"), providing for a loan by Lender to Borrower of up to $__________ (the "Loan") for the purpose of subdividing and developing certain property more particularly described on Exhibit "A" attached hereto and incorporated herein (the "Property") and paying all costs to develop certain lots (the "Lots") in __________________ Subdivision, a proposed subdivision in ____________ County, Florida, as more particularly described in the Loan Agreement. The Loan is evidenced by a Promissory Note of even date therewith in the amount of $___________, executed by Borrower and payable to the order of Lender (the "Note") and is secured by a ____________________________ of even date therewith executed by Borrower for the benefit of Lender covering the Property, recorded on __________, 202___, at Official Records Book _____, Page ____ in the records of the Office of the Clerk of the Circuit Court of Pasco County, Florida (the "Mortgage").

B. Horton has entered into a certain Lot Purchase Agreement dated __________, 202__ (as

amended, the "Lot Contract") with Borrower wherein Horton has agreed to purchase the Lots. C. Pursuant to the Lot Contract, Horton has delivered into escrow the sum of $__________ as the

"Earnest Money" (as defined therein, and herein so called), to be released to Borrower upon the terms and conditions stated in the Lot Contract. As used herein, the term "Earnest Money" shall mean and refer to Earnest Money pursuant to the Lot Contract (which has not been refunded or credited in accordance with the Lot Contract), plus any increases or additions thereto pursuant to the terms of the Lot Contract, and any unpaid interest accruing thereon pursuant to the terms of the Lot Contract.

D. Borrower's obligations under the Lot Contract with respect to the Earnest Money, and Borrower's

obligations under this Agreement are secured by an Earnest Money Mortgage (the "Horton Mortgage") executed by Borrower and recorded or to be recorded in the Real Property Records of Pasco County, Florida.

E. As a condition precedent to the subordination of the Horton Mortgage to the Mortgage securing

payment of the Note, Lender has agreed to enter into this Agreement to consent to the Horton Mortgage and the terms of the Lot Contract and to set forth the agreements of Lender with respect to the rights of Horton, as the holder of the Horton Mortgage. Horton has requested that Lender, and Lender has agreed to, notify Horton in the event of a default under the Loan Agreement, the Note, the Mortgage or any other document executed in connection with the Loan (the "Loan Documents"), which is not cured by Borrower within any applicable notice and cure period set forth in the Loan Documents (a "Loan Default") and to give Horton the opportunity to cure such default or purchase the Note and the liens and security interests securing the same, and obtain Horton's consent to certain material amendments to the Loan Agreement and other Loan Documents.

AGREEMENT:


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NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Horton, and where applicable Borrower, hereby covenant and agree as follows: 1. Defined Terms. The following terms when used in this Agreement shall have the meaning set forth in this Section 1: (a) Business Day. The term "Business Day" means a day of the year on which national banking associations are not required or authorized to close in Dade City, Florida and on which the Pasco County Circuit Clerk's Office is open. (b) Protective Advances. The term "Protective Advances" means all reasonable sums expended, as determined by Lender to be necessary to: (i) protect the priority, validity and enforceability of the liens on, and security interests in, the Property and the instruments evidencing the indebtedness and obligations of Borrower to Lender; (ii) prevent the value of the Property from being materially diminished (assuming the lack of such a payment within the necessary time frame could potentially cause such Property to lose value); (iii) protect any of the Property from being mismanaged or taken; and/or (iv) pay all reasonable costs incurred by Lender in enforcing its rights and remedies under the Loan Documents, including reasonable attorney's fees, in the event of a Loan Default. (c) Net Transaction Proceeds. The term “Net Transaction Proceeds” shall mean the gross purchase price due to Borrower at each closing with Horton conducted under the Lot Contract less the debits, closing costs and expenses of such closing allocated to Borrower in accordance with the terms of the Lot Contract. 2. Opportunity to Cure. In the event of a Loan Default, Lender agrees to give Horton written notice of such Loan Default and sixty (60) days within which to cure such Loan Default (the "Cure Period"). If Horton cures such default or causes such default to be cured within the Cure Period, Lender agrees to accept such cure for all purposes. Lender acknowledges that Horton has no obligation to cure any Loan Default. If Horton cures any Loan Default, such cure will not constitute cure of any default of Borrower under the Horton Mortgage, the Lot Contract or this Agreement. 3. [Intentionally Deleted]. 4. Note Purchase. In the event of a Loan Default or a default by Seller under the Lot Contract or the Horton Mortgage, Horton shall also have the right, but not the obligation, to purchase from Lender the Note (the "Note Purchase Election"), together with any and all liens and security interests securing the Note, including, without limitation, the liens and security interests created by the Mortgage, by so notifying Lender in writing within thirty (30) days after the expiration of the Cure Period. The closing of the purchase of the Note by Horton shall occur at the offices of Lender in _________, _______ at a time designated by Lender on the tenth (10th) business day after Lender's receipt of the Note Purchase Election. At such closing, (a) Horton shall deliver to Lender cash or immediately available funds in an amount equal to all principal and unpaid accrued interest owed to Lender at such time under the Note plus the amount of any Protective Advances that have not been added to the principal balance of the Note, and (b) Lender shall deliver to Horton an assignment of the Note and Mortgage lien and all other security, together with the original of the Note, duly endorsed by Lender, which assignment and endorsement shall be without recourse or warranty of any kind, other than a warranty that Lender is the owner and holder of the Note and a warranty as to the outstanding principal balance and unpaid accrued interest on the Note, and shall be in form and substance reasonably acceptable to Lender and Horton and their respective counsel. Lender shall also deliver originals of all Loan Documents (to the extent in Lender's possession or reasonably available) and copies of all correspondence and other materials in its possession relating to the Loan. Upon request by Horton following a Loan Default, Lender shall inform Horton of the amounts which are payable under clause (a) above as of such date and shall provide copies of all Loan Documents to Horton. 5. Subordinate Mortgage. (a) Lender's Consent. The Horton Mortgage shall be subordinate and inferior in all respects to the Mortgage and the other liens and security interests securing the Loan. Lender consents to the Horton Mortgage. Lender acknowledges and agrees that Horton may foreclose the Horton Mortgage if the conditions set forth in Section 5(b) below are met.


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(b) Foreclosure of Horton Mortgage. Horton shall be entitled to foreclose under the Horton Mortgage if any one or more of the following conditions are satisfied: (i) A Loan Default has occurred; (ii) Horton is entitled to the return of the Earnest Money (or a portion thereof) under the Lot Contract, and Borrower fails to timely refund the Earnest Money (or such portion) to Horton in accordance with the Lot Contract; (iii) Borrower defaults under the Horton Mortgage and Borrower fails to cure such default within any applicable cure period after written notice thereof, to the extent expressly required by the Horton Mortgage; and (iv) Borrower or Lender defaults under this Agreement and fails to cure such default within any applicable cure period set forth herein. (c) Notice of Default. A copy of any written notice of default under the Horton Mortgage shall be given to Lender. 6. Borrower's Covenants. Borrower hereby covenants and agrees as follows: (a) A Loan Default by Borrower shall constitute an event of default under the Lot Contract, the Horton Mortgage and this Agreement entitling Horton to exercise its rights and remedies thereunder and hereunder, at its sole option, without any requirement of notice or opportunity to cure, notwithstanding anything to the contrary contained herein or in the Lot Contract or the Horton Mortgage. (b) A default by Borrower under this Agreement shall constitute an event of default under the Horton Mortgage and the Lot Contract entitling Horton to exercise its rights and remedies hereunder and thereunder, at its sole option, without any requirement of notice or opportunity to cure, notwithstanding anything to the contrary contained in the Lot Contract. (c) Any amounts paid by Horton to cure or attempt to cure a Loan Default and any reasonable out-of-pocket expenses incurred by Horton to cure or attempt to cure any Loan Default shall constitute additional indebtedness secured by the Horton Mortgage, and such amounts shall be paid within thirty (30) days of a demand therefor by Horton. If the Lot Contract remains in effect following any such cure or attempted cure by Horton, and if such amount is not paid by Borrower to Horton prior to the next closing to occur under the Lot Contract, such amount shall be credited against the purchase price payable by Horton at the next closing or any subsequent closing under the Lot Contract until fully credited. Any amounts so paid by Horton shall bear interest at the lesser of six percent (6%) per annum or the maximum rate permitted by applicable law until reimbursement is made to Horton. Borrower's failure to timely pay such amounts to Horton shall constitute a default by Borrower under this Agreement. (d) Until such time as the Loan has been indefeasibly repaid in full, Borrower (i) shall use at least ninety-five percent (95%) of all Net Transaction Proceeds from each closing with Horton under the Lot Contract to pay down the principal balance of the Loan, and (ii) shall not keep or retain any more than five percent (5%) of the Net Transaction Proceeds for its own account. 7. Lender's Certification. Lender hereby certifies to Horton as follows: (a) Lender is the present legal and equitable owner and holder of the Note and the Loan Documents. The Note may be prepaid in full or in part at any time without premium, penalty or fee. (b) To the actual knowledge of Lender, no event has occurred which, with the passage of time or giving of notice or both, would constitute a Loan Default. 8. Agreements of Lender and Borrower. Borrower and Lender hereby agree as follows: (a) If, prior to the Substantial Completion Date (as defined in the Lot Contract) for Phase 1A (as that term is defined in the Lot Contract), Lender acquires title to the Property (whether through foreclosure of the Mortgage or by deed in lieu of foreclosure), then with respect to the Lot Contract, Lender shall elect, by written notice thereof (the “Lot Contract Election Notice”) to Horton given within thirty (30) days after acquiring title to the Property, to either (i) complete (or cause to be completed) the development of the Property in accordance with the Lot Contract and the plans and specifications prepared by Borrower and approved by Horton pursuant to the Lot Contract, and agree to perform the duties and obligations of Borrower as “Seller” under the Lot Contract, including the application and return of the Earnest Money as required by the Lot Contract, or (ii) terminate the Lot Contract and refund the Earnest Money to Horton. In the event that Lender makes the election under clause (i) above, and if


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the Lot Contract has not previously terminated, Horton shall attorn to Lender as seller under the Lot Contract, provided that all defaults of Borrower, if any, under the Lot Contract are cured. (b) Until such time as Horton actually receives the Lot Contract Election Notice or the Phase Election Notice (hereinafter defined), as applicable, from Lender, Horton may deal with Borrower under the terms of the Lot Contract as if neither this Agreement nor the Loan Documents had been executed. Without limiting the foregoing, until Horton’s actual receipt of the Lot Contract Election Notice or the Phase Election Notice, as applicable, (i) any sums which may be payable by Horton under the Lot Contract shall be paid directly to Borrower and not to Lender, (ii) any consents or approvals required from Borrower under the Lot Contract shall be given by Borrower and not by Lender, and (iii) any agreements or other documents required to be signed by Borrower under the Lot Contract, including any deeds and other closing documents required thereunder, shall be executed by Borrower and not by Lender. Upon Horton’s actual receipt of the Lot Contract Election Notice or the Phase Election Notice, as applicable, Horton shall be fully protected in dealing with Lender as the sole and exclusive holder of Borrower’s rights and obligations under the Lot Contract, and Borrower releases Horton from any and all claims and liabilities relating to any dealings of Horton and Lender. (c) If, following the Substantial Completion Date for any one or more Phases (as that term is defined in the Lot Contract), Lender acquires title to the Property or a portion thereof (whether through foreclosure of the Mortgage or by deed in lieu of foreclosure), then following terms and conditions shall apply: (i) With respect to any Phase for which the Substantial Completion Date has not occurred, Lender shall elect, by written notice thereof (the “Phase Election Notice”) to Horton given within thirty (30) days after acquiring title to the Property, to either (A) complete (or cause to be completed) the development of the Property in accordance with the Lot Contract and the plans and specifications prepared by Borrower and approved by Horton pursuant to the Lot Contract, and agree to perform the duties and obligations of Borrower as “Seller” under the Lot Contract, including the application and return of the Earnest Money as required by the Lot Contract, or (ii) terminate the Lot Contract and refund to Horton the portion of the Earnest Money that is applicable to the Phase(s) that for which the Substantial Completion Date has not occurred. In the event that Lender makes the election under clause (A) above, and if the Lot Contract has not previously terminated, Horton shall attorn to Lender as seller under the Lot Contract, provided that all defaults of Borrower, if any, under the Lot Contract are cured; and (ii) With respect to any Phase for which the Substantial Completion Date has occurred, Lender agrees that Lender will not disturb Horton’s rights under the Lot Contract with respect to such Phase as long as Horton is not in default thereunder following the expiration of any applicable notice and cure periods provided for in the Lot Contract, and Horton shall be permitted to close the purchase of the remaining Lots in such Phase in accordance with the terms of the Lot Contract. At each such Closing, Lender will execute and deliver to Horton all closing documents required by the Lot Contract including a Special Warranty Deed to such Lots subject only to the Permitted Exceptions provided for in the Lot Contract, upon payment by Horton of the applicable Purchase Price to be paid by Horton as set forth in the Lot Contract, subject to prorations, adjustments and credits to which Horton may be entitled under the Lot Contract. Lender acknowledges that the Earnest Money described in the Lot Contract has been released to Borrower, and that the Earnest Money is applicable against the Purchase Price due and payable for the Lot(s) as set forth in the Lot Contract. At each such Closing, Lender shall execute and deliver to Horton a release of the Mortgage and any other liens and security interests held by Lender or any related parties encumbering the Lot(s) purchased at such Closing. (d) Borrower and Lender agree to cooperate with Horton in connection with any proposed cure by Horton of a Loan Default, including providing to Horton copies of the Loan Documents and other information regarding the Loan and such Loan Default. (e) Borrower hereby authorizes Lender and Horton to deal directly with each other pursuant to the terms hereof and releases each of them from any and all claims and liabilities for so doing. (f) The provisions of this Section 8 shall survive any foreclosure of the Mortgage or any conveyance of the Property by deed in lieu thereof. Furthermore, if the Property is conveyed to someone other than Lender by foreclosure or deed in lieu thereof, the obligations of Lender set forth in this Section shall be binding upon such party. 9. Amendment of Documents. Lender and Borrower agree that without Horton's prior written consent, Lender and Borrower shall not amend the Loan Documents in any material respect, including, without


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limitation, any amendments in order to (a) increase the stated principal amount of the Loan other than by the amount of the Protective Advances, (b) increase the interest rate, (c) increase the required principal payments under the Loan other than as a result of an increase in principal permitted by (a) above, (d) prohibit prepayment of the Note or impose any prepayment fee or penalty, (e) increase the amount required to obtain partial releases of portions of the Property from the Mortgage, or (f) prohibit or interfere with or impede Horton's exercise of its rights under this Agreement, the Horton Mortgage or the Lot Contract. Lender and Borrower may renew and extend the maturity date of the Note or any date by which any improvements described in the Loan Documents are required to be complete without Horton's consent (but any such extension shall not change or extend the applicable Substantial Completion Date or other applicable deadline as set forth in the Lot Contract or the other obligations of Borrower under the Lot Contract). 10. Miscellaneous. (a) Any notice required or permitted hereunder shall be given in writing and shall be deemed given: (i) when hand delivered, receipt required (ii) the next business day after deposit with Federal Express, UPS or other nationally recognized overnight courier service, with overnight delivery charge prepaid, receipt required, or (iii) when transmitted via facsimile or email, provided a copy is sent the next day by method (i) or (ii). All Notices shall be addressed as follows: If to Lender: ____________________________ ____________________________ ____________________________ Fax: (___) ___-____ Email:_______________________ With copy to: ____________________________ ____________________________ ____________________________ Fax: (___) ___-____ Email:_______________________ If to Horton: Ted I. Harbour, Esq., Chief Legal Counsel D.R. Horton, Inc. 1341 Horton Circle Arlington, TX 76011 Fax: (817) 390-1709 Email: [email protected] With copy to: Charbel J. Barakat, Florida Region Counsel D.R. Horton, Inc. 4042 Park Oaks Blvd., Suite 200 Tampa, FL 33610 Fax: (866) 897-5812 E-mail: [email protected] And a copy to: Hand Arendall Harrison Sale LLC Attn: Christopher M. Gill, Esq. 104 St. Francis Street, Suite 300 Mobile, AL 36602 Fax: (251) 544-1615 Email: [email protected] If to Borrower: ____________________________ ____________________________ ____________________________ Fax: (___) ___-____ Email:_______________________ With a copy to: ____________________________


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____________________________ ____________________________ Fax: (___) ___-____ Email:_______________________ (b) Lender agrees to send to Horton copies of all notices and correspondence relating to a default or event of default under the Loan, the Note and/or the Loan Documents which Lender sends to Borrower at the same time such notices and correspondence are sent by Lender to Borrower. (c) Lender may assign or otherwise transfer its rights under this Agreement, but only in conjunction with an assignment or transfer of the Loan; any transfer or assignment of the Loan (or the grant of any participation rights thereunder) shall be made subject to this Agreement, and any transferee, assignee, or participant must expressly acknowledge this Agreement, assume all of Lender's duties and obligations under this Agreement, and agree in writing to be bound by this Agreement. Horton may assign or otherwise transfer its rights under this Agreement, but only in conjunction with an assignment or transfer of Horton's rights under the Lot Contract (to the extent permitted thereby), and any such transfer or assignment shall be made subject to this Agreement. Any transferee or assignee of Horton must expressly acknowledge this Agreement, assume all of Horton's duties and obligations under this Agreement, and agree in writing to be bound by this Agreement. Upon such assumption by Horton's transferee or assignee of this Agreement, such transferee or assignee shall be entitled to all rights and benefits granted to Horton under this Agreement. Borrower may not assign or transfer its rights, duties and obligations under this Agreement without the prior written consent of Lender and Horton. (d) This Agreement and the rights and obligations to the parties hereunder shall be constructed and determined in accordance with the laws of the State of Florida. Venue in any dispute arising due to the alleged breach of this Agreement shall lie in the federal or state courts of Pasco County, Florida. (e) This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. (f) This Agreement shall be filed of record against the Property in the county in which the Property is situated to give notice of the agreements and obligations of the parties set forth herein. Any agreements or obligations herein which are performable following a foreclosure or deed in lieu thereof shall continue and survive thereafter notwithstanding anything to the contrary contained elsewhere herein or in the Mortgage or in any document evidencing, securing or pertaining to the Loan. Any person or entity acquiring title to the Property at foreclosure sale or by deed shall take title subject to such continuing obligations herein notwithstanding any such foreclosure sale or deed. This Agreement shall cease and terminate only by written agreement of Lender and Horton, or their respective successors and assigns, or upon full and final release of record of both the Mortgage and the Horton Mortgage. (g) Whenever used herein, the singular number shall include the plural and the plural the singular, and the use of any gender shall be applicable to all genders. The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify or modify the terms and provisions hereof. (h) If any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. (i) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. (j) NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, NEITHER THIS AGREEMENT NOR ANY AMENDMENT OF THIS AGREEMENT SHALL BE A VALID AND ENFORCEABLE OBLIGATION OF HORTON UNLESS THIS AGREEMENT OR SUCH AMENDMENT IS EXECUTED BY EITHER ONE OF DONALD R. HORTON, DAVID V. AULD, MICHAEL J. MURRAY OR BILL WHEAT, EACH AN OFFICER OF HORTON, IN HIS REPRESENTATIVE CAPACITY.

