Form 8-K

8-K — Stewards, Inc.

Accession: 0001663577-26-000236

Filed: 2026-07-30

Period: 2026-07-24

CIK: 0001795851

SIC: 6153 (SHORT-TERM BUSINESS CREDIT INSTITUTIONS)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — swrd_8k07272026.htm (Primary)

EX-4.1 — FORM OF SECURED CONVERTIBLE PROMISSORY NOTE (ex4_1.htm)

EX-4.2 — FORM OF COMMON STOCK PURCHASE WARRANT (ex4_2.htm)

EX-10.1 — LOAN AGREEMENT, DATED AS OF JULY 24, 2026, BY AND BETWEEN BLOCK 40 PROPERTY, LLC AND VMC CRE MASTER LENDING UPPER REIT LLC (ex10_1.htm)

EX-10.2 — AMENDED AND RESTATED PROMISSORY NOTE, DATED JULY 24, 2026, MADE BY BLOCK 40 PROPERTY, LLC IN FAVOR OF VMC CRE MASTER LENDING UPPER REIT LLC (ex10_2.htm)

EX-10.3 — AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FINANCING STATEMENT AND NOTICE OF FUTURE ADVANCE, DATED JULY 24, 2026 (ex10_3.htm)

EX-10.4 — ASSIGNMENT OF LEASES AND RENTS (SENIOR) (ex10_4.htm)

EX-10.5 — MEZZANINE LOAN AGREEMENT, DATED AS OF JULY 24, 2026, BY AND BETWEEN BLOCK 40 HOLDCO LLC AND 1818 MEZZ LENDER LLC (ex10_5.htm)

EX-10.6 — MEZZANINE PROMISSORY NOTE, DATED JULY 24, 2026, MADE BY BLOCK 40 HOLDCO LLC IN FAVOR OF 1818 MEZZ LENDER LLC (ex10_6.htm)

EX-10.7 — PLEDGE AND SECURITY AGREEMENT, DATED AS OF JULY 24, 2026, BY BLOCK 40 HOLDCO LLC IN FAVOR OF 1818 MEZZ LENDER LLC (ex10_7.htm)

EX-10.8 — MEZZANINE LIMITED GUARANTY, DATED AS OF JULY 24, 2026 (ex10_8.htm)

EX-10.9 — MEZZANINE GUARANTY OF CARRY COSTS AND DEBT SERVICE, DATED AS OF JULY 24, 2026 (ex10_9.htm)

EX-10.10 — MEZZANINE LIMITED PAYMENT GUARANTY, DATED AS OF JULY 24, 2026 (ex10_10.htm)

EX-10.11 — MEZZANINE HAZARDOUS MATERIALS INDEMNITY AGREEMENT, DATED AS OF JULY 24, 2026 (ex10_11.htm)

EX-10.12 — COLLATERAL ASSIGNMENT OF INTEREST RATE CAP AGREEMENT (MEZZANINE), DATED AS OF JULY 24, 2026 (ex10_12.htm)

EX-10.13 — MEZZANINE SUBORDINATION OF MANAGEMENT AGREEMENT, DATED AS OF JULY 24, 2026 (ex10_13.htm)

EX-10.14 — MEZZANINE SUBORDINATION OF ASSET MANAGEMENT AGREEMENT, DATED AS OF JULY 24, 2026 (ex10_14.htm)

EX-10.15 — ACKNOWLEDGEMENT AND CONSENT (MORTGAGE BORROWER), DATED AS OF JULY 24, 2026 (ex10_15.htm)

EX-10.16 — NOTE PURCHASE AGREEMENT, DATED AS OF JULY 27, 2026, BY AND AMONG STEWARDS, INC. AND THE INVESTORS NAMED THEREIN (ex10_16.htm)

EX-10.17 — SECURITY AGREEMENT, DATED AS OF JULY 27, 2026, BY AND BETWEEN STEWARDS, INC. AND THE SECURED PARTIES NAMED THEREIN (ex10_17.htm)

EX-10.18 — CONVERTIBLE PROMISSORY NOTE, DATED AS OF JULY 27, 2026, MADE BY HOPCO INTERMEDIATE HOLDINGS II, INC. IN FAVOR OF STEWARDS, INC. (ex10_18.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: swrd_8k07272026.htm · Sequence: 1

Stewards, Inc. - Form 8-K - July 24, 2026

false

0001795851

2026-07-24

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 24, 2026

Stewards, Inc.

(Exact name of registrant as specified in its charter)

Nevada

333-291586

88-0436017

(State or other jurisdiction of incorporation)

(Commission File Number)

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

4300 N. University Drive Suite D-105

Lauderhill, Florida

33351

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 1.833.328.6477

________________________________________________

(Former name or former address, if changed since last

report)

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

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

[ ]

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

[ ]

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

[ ]

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

[ ]

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

Securities registered pursuant to Section 12(b) of the Act: None

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

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

(§240.12b-2 of this chapter).

Emerging growth company [ ]

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

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

Item 3.02 Unregistered Sales of Equity Securities.

On July 24, 2026, subsidiaries of Stewards, Inc. (the “Company”)

closed a senior secured loan and a mezzanine loan in connection with the refinancing of the Company’s multifamily property commonly

known as Block 40 / 1818 Park, located at 1818 Hollywood Boulevard, Hollywood, Florida (the “Property”).

On or about July 27, 2026, the Company also closed a $5.0 million secured

convertible note financing and funded the initial tranche of a related convertible note investment in connection with the HOPCo transaction.

Senior Loan ($69.0 million)

Block 40 Property, LLC, a Delaware limited liability company and indirect

subsidiary of the Company (“Mortgage Borrower”), entered into a Loan Agreement dated as of July 24, 2026 (the “Senior

Loan Agreement”) with VMC CRE Master Lending Upper REIT LLC (the “Senior Lender”), pursuant to which the Senior Lender

made a senior loan in the principal amount of $69,000,000 (the “Senior Loan”).

The Senior Loan is evidenced by an Amended and Restated Promissory Note

dated July 24, 2026 in the principal amount of $69,000,000 and is secured by, among other things, an Amended and Restated Mortgage, Security

Agreement, Assignment of Leases and Rents, Fixture Financing Statement and Notice of Future Advance encumbering the Property, together

with related security documents.

Documentary stamp taxes required under Florida law were previously paid

in connection with the prior indebtedness. The Senior Note evidences a renewal, amendment and restatement of such prior indebtedness,

with no new obligors and no additional principal advanced. No additional Florida documentary stamp tax is due pursuant to Section 201.09,

Florida Statutes.

Key material terms include interest at Term SOFR plus a margin of 350 basis

points (3.50%) (subject to floors); provided, however, that from and after the Margin Change Date, the Term SOFR Margin shall be reduced

to 300 basis points (3.00%), original maturity of August 7, 2028 with three successive one-year extension options, 1.00% origination and

exit fees, customary cash-management and SPE covenants, and limited-recourse carve-outs supported by guaranties from the Company and certain

of its affiliates, including Shaun A. Quin (Chief Executive Officer), Glen Steward (Chairman of the Board), and Stewards International.

Mezzanine Loan ($10.0 million)

Simultaneously, Block 40 Holdco LLC, a Delaware limited liability company

(“Mezzanine Borrower”), entered into a Mezzanine Loan Agreement dated as of July 24, 2026 (the “Mezzanine Loan Agreement”)

with 1818 Mezz Lender LLC (the “Mezzanine Lender”), pursuant to which the Mezzanine Lender made a mezzanine loan in the principal

amount of up to $10,000,000 (the “Mezzanine Loan”).

The Mezzanine Loan is evidenced by a Mezzanine Promissory Note and is secured

by a first-priority Pledge and Security Agreement pledging 100% of the limited liability company interests in Mortgage Borrower, together

with related collateral assignments and UCC filings.

Key material terms include interest at Term SOFR plus 12.00% (floor 14.50%)

until the Margin Change Date, thereafter Term SOFR plus 10.50% (floor 14.00%), original maturity of August 7, 2028 with three successive

one-year extension options (subject to parallel Senior Loan extension, LTV and debt-yield tests), 1.00% origination and exit fees, an

Interest and Carry Reserve, and guaranties from the Company and certain of its affiliates, including Shaun A. Quin, Glen Steward, and

Stewards International, covering limited-recourse carve-outs, carry costs/debt service, and a limited payment guaranty capped at $19,750,000.

The Senior Lender and Mezzanine Lender are parties to an Intercreditor Agreement.

$5.0 Million Secured Convertible Note Financing

On or about July 27, 2026, the Company entered into a Note Purchase Agreement

(the “Note Purchase Agreement”) with three accredited investors pursuant to which the Company issued and sold Secured Convertible

Promissory Notes in the aggregate principal amount of $5,000,000 (the “Convertible Notes”) and accompanying Common Stock Purchase

Warrants (the “Warrants”).

Key material terms of the Convertible Notes include:

Principal amount: $5,000,000 in the aggregate.

Interest: 15% per annum, computed on a 365-day year.

Maturity: 180 days after issuance.

Automatic conversion on the Maturity Date of outstanding principal plus

accrued interest into shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a conversion

price of $3.00 per share. Any conversion prior to maturity requires the Company’s prior written consent. Cash repayment in lieu

of conversion also requires the Company’s prior written agreement.

Prepayable at any time without premium or penalty upon 15 days’

notice.

Events of Default include non-payment (5-business-day cure), bankruptcy,

material breach (30-day cure), and cessation of ordinary-course business; default interest increases to 18%.

Full recourse; secured by a first-priority security interest.

The Convertible Notes are secured by a Security Agreement dated as of the

same date granting the investors a continuing first-priority security interest in substantially all of the Company’s personal property

(Accounts, Chattel Paper, Deposit Accounts, Equipment, Inventory, General Intangibles (including intellectual property and customer lists),

Instruments, Investment Property, and all proceeds and products thereof).

Each Warrant entitles the holder to purchase a number of shares of Common

Stock equal to the principal amount of the related Convertible Note divided by $3.00 (aggregate 1,666,665 shares), at an exercise price

of $3.00 per share, for a term of five years from issuance. Cashless exercise is prohibited.

The Convertible Notes and Warrants were issued in a private placement exempt

from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder, solely to

accredited investors. The securities are subject to customary transfer restrictions.

Proceeds are to be used to fund payments under the promissory note issued

in connection with the HOPCo acquisition pursuant to the Letter of Intent dated June 2, 2026, and for general corporate purposes.

HOPCo Convertible Note (First Tranche Funding)

On or about July 27, 2026, HOPCo Intermediate Holdings II, Inc., a Delaware

corporation (“HOPCo Issuer”), issued a Convertible Promissory Note (the “HOPCo Note”) to the Company in an Available

Amount of up to $25,000,000.

Key material terms include:

Initial funding of at least $5,000,000 on the Closing Date, with the balance

of the Available Amount to be funded on or prior to August 31, 2026.

Interest: 8% per annum, paid-in-kind (PIK) annually and compounding.

Maturity: July 27, 2031.

If an Equity Closing (Company or affiliate investment of at least $205,000,000

in Class A2 Units of HOPCo Group Holdings, L.P.) does not occur on or prior to October 31, 2026, the HOPCo Note automatically converts

into Class A2 Units of HOPCo Group Holdings, L.P. at a Conversion Price based on a 20× Adjusted EBITDA enterprise value for the

trailing twelve-month period ended August 31, 2026 (subject to confirmation by an independent valuation firm).

Upon an Equity Closing, the then-outstanding Repayment Amount is repaid

in full (or may be netted against the equity purchase price by mutual agreement).

Structurally subordinated to senior secured debt of the HOPCo Issuer and

its subsidiaries.

Unconditionally guaranteed by HOPCo Group Holdings, L.P.

The descriptions of the Senior Loan Agreement, Mezzanine Loan Agreement,

Note Purchase Agreement, Convertible Notes, Security Agreement, Warrants, HOPCo Note, and related documents are qualified in their entirety

by reference to the complete text of such agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and are

incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

4.1

Form of Secured Convertible Promissory Note

4.2

Form of Common Stock Purchase Warrant

10.1

Loan Agreement, dated as of July 24, 2026, by and between Block 40 Property, LLC and VMC CRE Master Lending Upper REIT LLC

10.2

Amended and Restated Promissory Note, dated July 24, 2026, made by Block 40 Property, LLC in favor of VMC CRE Master Lending Upper REIT LLC

10.3

Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents, Fixture Financing Statement and Notice of Future Advance, dated July 24, 2026

10.4

Assignment of Leases and Rents (Senior)

10.5

Mezzanine Loan Agreement, dated as of July 24, 2026, by and between Block 40 Holdco LLC and 1818 Mezz Lender LLC

10.6

Mezzanine Promissory Note, dated July 24, 2026, made by Block 40 Holdco LLC in favor of 1818 Mezz Lender LLC

10.7

Pledge and Security Agreement, dated as of July 24, 2026, by Block 40 Holdco LLC in favor of 1818 Mezz Lender LLC

10.8

Mezzanine Limited Guaranty, dated as of July 24, 2026

10.9

Mezzanine Guaranty of Carry Costs and Debt Service, dated as of July 24, 2026

10.10

Mezzanine Limited Payment Guaranty, dated as of July 24, 2026

10.11

Mezzanine Hazardous Materials Indemnity Agreement, dated as of July 24, 2026

10.12

Collateral Assignment of Interest Rate Cap Agreement (Mezzanine), dated as of July 24, 2026

10.13

Mezzanine Subordination of Management Agreement, dated as of July 24, 2026

10.14

Mezzanine Subordination of Asset Management Agreement, dated as of July 24, 2026

10.15

Acknowledgement and Consent (Mortgage Borrower), dated as of July 24, 2026

10.16

Note Purchase Agreement, dated as of July 27, 2026, by and among Stewards, Inc. and the Investors named therein

10.17

Security Agreement, dated as of July 27, 2026, by and between Stewards, Inc. and the Secured Parties named therein

10.18

Convertible Promissory Note, dated as of July 27, 2026, made by HOPCo Intermediate Holdings II, Inc. in favor of Stewards, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Stewards, Inc.

/s/ Katuischia Murless

Katuischia Murless

Chief Financial Officer

Date July 30, 2026

EX-4.1 — FORM OF SECURED CONVERTIBLE PROMISSORY NOTE

EX-4.1

Filename: ex4_1.htm · Sequence: 5

THE SECURITIES REPRESENTED BY THIS SECURED CONVERTIBLE

PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES

MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND LAWS.

SECURED CONVERTIBLE PROMISSORY NOTE

Principal Amount: $[*]

Date of Issuance: July [*], 2026

Maturity Date: the date that is one hundred eighty (180) days after the Date of Issuance.

FOR VALUE RECEIVED, Stewards, Inc., a Nevada corporation

(the “Company”), hereby promises to pay to the order of [*] (the “Holder”), or the Holder’s registered assigns,

the principal sum of $[*], together with interest on the unpaid principal balance at the rate of fifteen percent (15%) per annum. Interest

shall accrue from the Date of Issuance and shall be computed on the basis of a three hundred sixty-five (365) day year and the actual

number of days elapsed. This Note is secured by a first-priority security interest in certain personal property of the Company pursuant

to a Security Agreement of even date herewith.

Payment of Principal and Interest

The Company shall pay the outstanding principal amount

of this Note, together with all accrued and unpaid interest, on the Maturity Date, unless this Note is earlier converted or prepaid in

accordance with its terms. All payments of principal and interest shall be made in lawful money of the United States of America by wire

transfer of immediately available funds to an account designated in writing by the Holder.

Maturity

Unless earlier converted or prepaid in accordance with the terms of this Note, the entire outstanding principal amount of this Note, together

with all accrued and unpaid interest, shall become due and payable on the date that is one hundred eighty (180) days after the Date of

Issuance (the “Maturity Date”).

Conversion Rights

3.1 Automatic Conversion at Maturity.

On the Maturity Date, the outstanding principal amount of this Note, together with all accrued and unpaid interest, shall automatically

convert in full into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a conversion

price of Three Dollars ($3.00) per share (the “Conversion Price”), without any further action by the Holder or the Company.

3.2 Optional Conversion Prior to Maturity.

At any time prior to the Maturity Date, the Holder may request to convert all or any portion of the outstanding principal amount of this

Note, together with all accrued and unpaid interest on the portion being converted, into shares of Common Stock at the Conversion Price;

provided, however, that any such conversion prior to the Maturity Date shall require the prior written consent of the Company, which consent

may be granted or withheld in the Company’s sole discretion.

3.3 Cash Payment in Lieu of Conversion.

Notwithstanding Section 3.1, if the Holder desires to receive cash repayment of the outstanding principal and accrued interest on the

Maturity Date instead of automatic conversion into Common Stock, the Holder may request such cash payment in writing no later than ten

(10) business days prior to the Maturity Date. Any such cash repayment shall require the prior written agreement of the Company, which

agreement may be granted or withheld in the Company’s sole discretion. If the Company does not agree to cash repayment, the Note

shall automatically convert in accordance with Section 3.1.

3.4 Conversion Procedure. To convert

this Note, pursuant to Section 3.1 or 3.2, the Company (or the Holder, in the case of a consented early conversion) shall deliver written

notice. Within five (5) business days after receipt of the Conversion Notice the conversion effective date, the Company shall issue and

deliver to the Holder a certificate or book-entry confirmation representing the number of shares of Common Stock issuable upon such conversion.

The number of shares of Common Stock to be issued upon conversion shall be determined by dividing the principal amount plus accrued and

unpaid interest being converted by the Conversion Price, rounded down to the nearest whole share.

3.5 Fractional Shares. No fractional

shares of Common Stock shall be issued upon conversion of this Note. In lieu of any fractional share, the Company shall pay the Holder

an amount in cash equal to the product of such fraction multiplied by the Conversion Price.

3.6 Effect of Conversion. Upon conversion

of this Note in full, the Company shall be released from all obligations under this Note, and this Note shall be deemed cancelled and

of no further force or effect.

Prepayment

The Company may prepay all or any portion of the outstanding

principal amount of this Note, together with all accrued and unpaid interest on the portion being prepaid, at any time without premium

or penalty, upon at least fifteen (15) days’ prior written notice to the Holder. Any partial prepayment shall be applied first to

accrued and unpaid interest and then to principal.

Events of Default

The occurrence of any of the following events shall constitute an “Event of Default” under this Note:

5.1 The Company fails to pay any principal or interest

when due under this Note and such failure continues for five (5) business days after written notice from the Holder;

5.2 The Company files a petition in bankruptcy or

for reorganization or arrangement under any law relating to bankruptcy, or makes an assignment for the benefit of creditors, or consents

to the appointment of a receiver or trustee for itself or for a substantial part of its property;

5.3 An involuntary petition in bankruptcy is filed

against the Company, or a receiver or trustee is appointed for the Company or for a substantial part of its property, and such petition

or appointment is not dismissed or vacated within sixty (60) days;

5.4 The Company materially breaches any representation,

warranty, or covenant contained in this Note and fails to cure such breach within thirty (30) days after written notice from the Holder

(or immediately if such breach is not reasonably capable of cure); or

5.5 The Company dissolves, liquidates, or ceases to

conduct its business in the ordinary course.

Remedies Upon Event of Default

Upon the occurrence of an Event of Default, the Holder may, at the Holder’s option, declare the entire outstanding principal amount

of this Note, together with all accrued and unpaid interest, to be immediately due and payable, without presentment, demand, protest,

or further notice, all of which are hereby expressly waived by the Company. The Holder may also pursue any other rights and remedies available

at law or in equity. In addition, the Holder may exercise any and all rights and remedies available under the Security Agreement.

Interest Upon Default

Upon the occurrence and during the continuance of an Event of Default, the interest rate on the outstanding principal amount of this Note

shall increase to eighteen percent (18%) per annum until such Event of Default is cured or this Note is paid in full.

Full Recourse

The liability of the Company for the obligations under

this Note shall not be limited to the Collateral, and the Company shall have full liability therefor beyond the Collateral.

Costs of Collection

Should the indebtedness represented by this Note,

or any part hereof, be collected at law, in equity, or in any bankruptcy, receivership or other court proceeding, or this Note be placed

in the hands of any attorney for collection after default, the Company agrees to pay, in addition to the principal and interest due hereon,

all reasonable attorneys’ fees, plus all other costs and expenses of collection and enforcement, including any fees incurred in

connection with such proceedings or collection of the Note and/or enforcement of the Holder’s rights with respect to the administration,

supervision, preservation or protection of, or realization upon, any Collateral securing payment hereof.

10.

Transfer and Assignment

This Note may be transferred or assigned by the Holder only in compliance with applicable securities laws and with the prior written consent

of the Company, except that the Holder may transfer this Note to an affiliate of the Holder without such consent. Any attempted transfer

in violation of this section shall be void.

11.

Governing Law

This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflicts of law

principles.

12.

Notices

All notices, requests, demands, and other communications under this Note shall be in writing and shall be deemed to have been duly given

when made in accordance with the notice provisions set forth in the Note Purchase Agreement dated as of July [*], 2026, by and among the

Company and the Investors party thereto (the “Note Purchase Agreement”). Notices to the Holder shall be sent to the address

designated for such Holder in Schedule I of the Note Purchase Agreement, or to such other address as the Holder may designate in writing

to the Company.

13.

Waiver of Presentment and Other Formalities

The Company hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, and all other notices and demands

to which the Company may otherwise be entitled in connection with this Note.

14.

Usury Savings Clause

If the interest rate provided for in this Note would violate any applicable usury law, then the interest rate shall automatically be reduced

to the maximum rate permitted by such law, and any excess interest previously paid shall be applied to reduce the principal amount outstanding

or returned to the Company.

15.

Waiver of Jury Trial

The Company and the Holder each hereby waive any right to a trial by jury in any action or proceeding arising out of or relating to this

Note.

16.

Severability

If any provision of this Note is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.

Entire Agreement

This Note constitutes the entire agreement between the Company and the Holder with respect to the subject matter hereof and supersedes

all prior agreements and understandings, whether written or oral.

18.

Amendment

This Note may not be amended or modified except by a written instrument signed by the Company and the Holder.

IN WITNESS WHEREOF, the Company has caused this Secured

Convertible Promissory Note to be executed and delivered as of the Date of Issuance first written above.

COMPANY:

Stewards, Inc.

a Nevada corporation

By: /s/ Shaun Quin______________________

Name: Shaun Quin

Title: Chief Executive Officer

EX-4.2 — FORM OF COMMON STOCK PURCHASE WARRANT

EX-4.2

Filename: ex4_2.htm · Sequence: 6

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES

MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE, OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH

ACT AND APPLICABLE STATE SECURITIES LAWS.

WARRANT

to Purchase Common Stock of

Stewards, Inc.

a Nevada Corporation

Warrant No.: [*]

Number of Shares:[*] shares of Common Stock

Exercise Price: $3.00 per share

Expiration Date: [*]

This Warrant certifies that [*] (the “Warrantholder”)

is entitled to purchase from Stewards, Inc., a Nevada corporation (the “Company”), up to [*] shares of the Company’s

common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of Three Dollars ($3.00) per share, subject

to adjustment as provided herein, all upon the terms and conditions set forth below.

Section 1. Definitions.

As used in this Warrant, the following terms shall have the meanings set forth below:

“Articles” means the Articles of Incorporation

of the Company, as amended from time to time.

“Common Stock” means the Company’s authorized common stock, $0.0001 par value per share.

“Exercise Price” means $3.00 per share of Common Stock, as adjusted from time to time pursuant to Section 3.

“Expiration Date” means [Date that is

five (5) years after the Date of Issuance].

“Securities Act” means the Securities Act of 1933, as amended.

“Warrant” means this Warrant and any additional or replacement warrants issued upon division, combination, or substitution

of this Warrant.

“Warrant Stock” means the shares of Common Stock issuable upon exercise of this Warrant.

Section 2. Exercise of Warrant.

(a) Right to Exercise. The Warrantholder

may exercise this Warrant, in whole or in part, at any time or from time to time on or prior to the Expiration Date.

(b) Method of Exercise. To exercise

this Warrant, the Warrantholder shall surrender this Warrant to the Company at its principal executive office, together with:

A duly completed and executed Subscription Form in

the form attached as Exhibit A; and

Payment of the Exercise Price in cash, by certified

or cashier’s check, or by wire transfer of immediately available funds to an account designated by the Company.

Cashless exercise is expressly prohibited. This Warrant

may be exercised only for cash.

exercise and payment, the Company shall, as promptly as practicable (and in any event within five (5) business days), issue and deliver

to the Warrantholder a certificate or book-entry confirmation representing the number of fully paid and nonassessable shares of Common

Stock to which the Warrantholder is entitled.

(d) Partial Exercise. If this Warrant

is exercised for less than all of the shares subject hereto, the Company shall issue a new Warrant of like tenor for the remaining shares.

(e) Fractional Shares. No fractional

shares of Common Stock shall be issued upon exercise of this Warrant. In lieu thereof, the Company shall pay the Warrantholder an amount

in cash equal to the product of such fraction multiplied by the Exercise Price then in effect.

(f) Valid Issuance. All shares of Warrant

Stock issued upon exercise of this Warrant shall be duly authorized, validly issued, fully paid, and nonassessable, and shall be free

and clear of all liens, charges, and encumbrances created by the Company.

Section 3. Adjustment of Exercise Price and Number

of Shares.

(a) Stock Splits, Dividends, and Combinations. If

the Company at any time (i) pays a dividend or makes a distribution on its Common Stock in shares of Common Stock, (ii) subdivides or

splits its outstanding shares of Common Stock, or (iii) combines its outstanding shares of Common Stock into a smaller number of shares,

then the Exercise Price shall be proportionately decreased or increased, and the number of shares of Warrant Stock shall be proportionately

increased or decreased, so that the Warrantholder shall be entitled to receive the same percentage of the outstanding Common Stock as

the Warrantholder would have been entitled to receive immediately prior to such event.

(b) Reclassification, Reorganization, Merger, or Sale

of Assets. In case of any reclassification or change of the outstanding Common Stock (other than a subdivision, combination, or stock

dividend), or in case of any consolidation or merger of the Company with or into another corporation or other business entity (other than

a merger in which the Company is the surviving corporation and which does not result in any reclassification or change of the outstanding

Common Stock), or in case of any sale or conveyance of all or substantially all of the assets of the Company, then, as a condition of

such transaction, lawful provision shall be made so that the Warrantholder shall have the right to receive, upon exercise of this Warrant,

the kind and amount of shares of stock, securities, or property that the Warrantholder would have been entitled to receive if the Warrantholder

had exercised this Warrant immediately prior to such event.

or the number of shares of Warrant Stock subject to this Warrant is adjusted, the Company shall promptly deliver to the Warrantholder

a certificate signed by an officer of the Company setting forth the new Exercise Price and the new number of shares purchasable, together

with a brief statement of the facts requiring such adjustment.

Section 4. Reservation of Shares.

The Company shall at all times reserve and keep available, free from preemptive rights and other restrictions, a sufficient number of

authorized but unissued shares of Common Stock to permit the full exercise of this Warrant and all other outstanding warrants of like

tenor.

Section 5. No Impairment.

The Company shall not, by amendment of its Articles or Bylaws or through any reorganization, transfer of assets, consolidation, merger,

dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of

the terms of this Warrant. The Company shall at all times in good faith assist in the carrying out of all such terms and in the taking

of all such action as may be necessary or appropriate in order to protect the rights of the Warrantholder.

Section 6. Transfer of Warrant.

Subject to compliance with applicable securities laws, this Warrant and the rights hereunder are transferable in whole or in part by the

Warrantholder upon surrender of this Warrant to the Company together with a properly executed assignment in form reasonably satisfactory

to the Company. The Company shall issue a new Warrant registered in the name of the transferee.

Section 7. Loss, Theft, Destruction or Mutilation.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant,

and (in the case of loss, theft, or destruction) upon delivery of an indemnity agreement reasonably satisfactory to the Company, the Company

shall issue a new Warrant of like tenor.

Section 8. Notices.

All notices, requests, demands, and other communications required or permitted under this Warrant shall be given in accordance with the

notice provisions set forth in Section 6(h) of the Note Purchase Agreement dated as of July [*], 2026, among the Company and the Investors

named therein.

Section 9. Amendments and Waivers.

No amendment, modification, supplement, or waiver of any provision of this Warrant shall be effective unless in writing and signed by

the Company and the Warrantholder.

Section 10. Governing Law.

This Warrant shall be governed by, and construed in accordance with, the laws of the State of Nevada, without regard to conflicts of law

principles.

Section 11. Miscellaneous.

(a) Entire Agreement. This Warrant constitutes

the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings,

whether written or oral.

(b) Severability. If any provision of

this Warrant is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

(d) Counterparts. This Warrant may be

executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Electronic signatures shall be deemed valid and binding.

(e) Waiver of Jury Trial. Each party

hereby waives any right to trial by jury in any action or proceeding arising out of or relating to this Warrant.

(f) Headings. The headings in this Warrant

are for convenience of reference only and shall not affect the interpretation of this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant

to be executed by its duly authorized officer as of the date first written above.

COMPANY:

Stewards, Inc.

a Nevada corporation

By: /s/ Shaun Quin_____________________

Name: Shaun Quin

Title: Chief Executive Officer

EXHIBIT A

SUBSCRIPTION FORM

To: Stewards, Inc.

The undersigned hereby irrevocably elects to exercise

the attached Warrant and purchase [*] shares of Common Stock. Payment of the Exercise Price is made herewith in cash / by certified check

/ by wire transfer in the amount of $[*].

Please issue the shares in the name of:

Name: _______________________________

Address: _______________________________

________________________________

Tax Identification Number: _______________________________

Signature:_______________________________

Printed Name: _______________________________

Date: _______________________________

EX-10.1 — LOAN AGREEMENT, DATED AS OF JULY 24, 2026, BY AND BETWEEN BLOCK 40 PROPERTY, LLC AND VMC CRE MASTER LENDING UPPER REIT LLC

EX-10.1

Filename: ex10_1.htm · Sequence: 7

LOAN AGREEMENT

Between

BLOCK 40 PROPERTY, LLC,

a Delaware limited liability company,

as Borrower

and

VMC CRE MASTER LENDING UPPER REIT LLC,

a Delaware limited liability company,

as Lender

Entered into as of July 24, 2026

TABLE OF CONTENTS

Page

Article 1. DEFINITIONS

1.1 DEFINED TERMS

Article 2. LOAN

2.1 LOAN

2.2 PURPOSE

2.3 INTEREST RATE AND DEFAULT RATE

2.4 TERMS OF PAYMENT

2.5 EXIT FEE.

2.6 PREPAYMENT

2.7 GRANT OF SECURITY INTEREST IN REAL PROPERTY

2.8 GRANT OF SECURITY INTEREST IN ACCOUNTS AND RESERVES; APPLICATIONS OF FUNDS

2.9 DEPOSITS; FEES

2.10 LOAN DOCUMENTS

2.11 EFFECTIVE DATE

2.12 FULL REPAYMENT AND RECONVEYANCE, SATISFACTION OR RELEASE

2.13 FIRST OPTION TO EXTEND

2.14 SECOND OPTION TO EXTEND

2.15 THIRD OPTION TO EXTEND

Article 3. DISBURSEMENT and reserves

3.1 CONDITIONS PRECEDENT.

3.2 PLEDGE AND ASSIGNMENT AND DISBURSEMENT AUTHORIZATION

3.3 DISBURSEMENTS

3.4 INTENTIONALLY OMITTED

3.5 INTENTIONALLY OMITTED.

3.6 INTEREST AND CARRY RESERVE

3.7 CAPITAL EXPENDITURES RESERVE

3.8 LEASING RESERVE ACCOUNT

3.9 INTENTIONALLY OMITTED

3.10 TAX AND INSURANCE RESERVE

3.11 GENERAL

Article 4. cash management PROVISIONS

4.1 CASH MANAGEMENT ACCOUNT

Article 5. INSURANCE

5.1 REQUIRED INSURANCE

5.2 POLICY REQUIREMENTS

5.3 DAMAGES; INSURANCE AND CONDEMNATION PROCEEDS.

Article 6. REPRESENTATIONS AND WARRANTIES

6.1 AUTHORITY/ENFORCEABILITY

6.2 BINDING OBLIGATIONS

6.3 ORGANIZATION

6.4 FORMATION AND ORGANIZATIONAL DOCUMENTS

6.5 NO VIOLATION

6.6 COMPLIANCE WITH LAWS; USE

6.7 LITIGATION

6.8 FINANCIAL CONDITION

6.9 NO MATERIAL ADVERSE CHANGE

6.10 ACCURACY

6.11 UTILITIES

6.12 AMERICANS WITH DISABILITIES ACT COMPLIANCE

6.13 TAX LIABILITY

6.14 BUSINESS LOAN

6.15 FULL FORCE AND EFFECT

6.16 ENFORCEABLE OBLIGATIONS

6.17 NO DEFAULT

6.18 ERISA

6.19 INVESTMENT COMPANY ACT

6.20 NO BANKRUPTCY FILING

6.21 LEASES; MATERIAL AGREEMENTS

6.22 NOT FOREIGN PERSON

6.23 LABOR MATTERS

6.24 TITLE

6.25 NO ENCROACHMENTS

6.26 PHYSICAL CONDITION

6.27 FRAUDULENT CONVEYANCE

6.28 MANAGEMENT

6.29 CONDEMNATION

6.30 ASSESSMENTS

6.31 NO JOINT ASSESSMENT

6.32 SECURITIES COMPLIANCE

6.33 EB-5 PROGRAM

Article 7. SPECIAL PURPOSE ENTITY STATUS

7.1 REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING SPECIAL PURPOSE ENTITY STATUS; FUTURE AND PAST ACTIVITIES

7.2 SPE COVENANTS IN BORROWER ORGANIZATIONAL DOCUMENTS

7.3 PAST ACTIVITIES

Article 8. HAZARDOUS MATERIALS

8.1 SPECIAL REPRESENTATIONS AND WARRANTIES, COVENANTS AND INDEMNITY

Article 9. COVENANTS OF BORROWER

9.1 EXPENSES

9.2 ERISA COMPLIANCE

9.3 LEASING

9.4 LEASE COVENANTS

9.5 NO LIENS ON CONTROLLING INTEREST IN BORROWER

9.6 NO TRANSFER AND FURTHER ENCUMBRANCE

9.7 NO MERGER, CONSOLIDATION AND TRANSFER OF ASSETS

9.8 NO CHANGE IN STRUCTURE OR MANAGEMENT; SINGLE PURPOSE ENTITY

9.9 NO ADDITIONAL DEBT AND NO SEPARATE GUARANTY

9.10 EXISTENCE

9.11 TAXES AND OTHER LIABILITIES

9.12 NOTICE

9.13 FACILITIES

9.14 MANAGEMENT OF PROPERTY

9.15 SUBDIVISION MAPS

9.16 FURTHER ASSURANCES

9.17 NO ASSIGNMENT

9.18 SANCTIONS

9.19 DISTRIBUTIONS TO MEMBERS OF BORROWER

9.20 INTEREST RATE CAP AGREEMENT

9.21 INTEREST RATE CAP AGREEMENT COVENANTS

9.22 CONTROLLED SUBSTANCES.

9.23 MATERIAL AGREEMENTS

9.24 COMPLIANCE WITH LAWS

9.25 MEZZANINE LOAN PROVISIONS.

9.26 ALTERATIONS

9.27 LIVE LOCAL ACT

9.28 POST-CLOSING OBLIGATIONS. [RESERVED].

9.29 EB-5 PROGRAM COVENANTS

9.30 CODE VIOLATIONS

Article 10. reserved

Article 11. FINANCIAL STATEMENTS

11.1 BORROWER AND GUARANTOR FINANCIAL STATEMENTS

11.2 MONTHLY PROPERTY REPORTING

11.3 BOOKS AND RECORDS

11.4 OTHER INFORMATION

11.5 FORM, WARRANTY

11.6 TAX RETURNS

11.7 BUDGET

11.8 FINANCIAL STATEMENTS

Article 12. DEFAULTS AND REMEDIES

12.1 EVENTS OF DEFAULT

12.2 ACCELERATION UPON EVENT OF DEFAULT; REMEDIES

12.3 ACCELERATION UPON LOSS OF SECURITY

12.4 DISBURSEMENTS TO THIRD PARTIES

12.5 SET OFF

12.6 RIGHTS CUMULATIVE; NO WAIVER

Article 13. MISCELLANEOUS PROVISIONS

13.1 INDEMNITY

13.2 NOTICES

13.3 RELATIONSHIP OF PARTIES

13.4 ATTORNEYS’ FEES AND EXPENSES; ENFORCEMENT

13.5 NO WAIVER

13.6 IMMEDIATELY AVAILABLE FUNDS

13.7 LENDER’S AGENTS

13.8 WAIVER OF RIGHT TO TRIAL BY JURY

13.9 SEVERABILITY

13.10 HEIRS, SUCCESSORS AND ASSIGNS

13.11 INTENTIONALLY OMITTED

13.12 INTENTIONALLY OMITTED

13.13 TIME

13.14 GOVERNING LAW AND CONSENT TO JURISDICTION

13.15 USA PATRIOT ACT NOTICE, COMPLIANCE

13.16 JOINT AND SEVERAL LIABILITY

13.17 INTENTIONALLY DELETED

13.18 NO THIRD PARTIES BENEFITED

13.19 ACTIONS

13.20 ASSIGNMENT OF LOAN DOCUMENTS

13.21 HEADINGS

13.22 ELECTRONIC TRANSMISSION OF DATA

13.23 COUNTERPARTS

13.24 POWERS OF ATTORNEY

13.25 BROKERAGE COMMISSIONS

13.26 RULES OF CONSTRUCTION

13.27 USE OF SINGULAR AND PLURAL; GENDER

13.28 EXHIBITS, SCHEDULES AND RIDERS

13.29 INCONSISTENCIES

13.30 INTEGRATION; INTERPRETATION

13.31 ASSUMPTION OF LOAN

13.32 INTENTIONALLY OMITTED

13.33 INTENTIONALLY OMITTED.

13.34 SERVICER

13.35 SECONDARY MARKET PROVISIONS.

13.36 SEVERANCE OF LOAN AND REGISTERED NOTE

13.37 COSTS AND EXPENSES.

100

13.38 EXCULPATION.

100

13.39 ORAL AGREEMENTS

101

13.40 INTERCREDITOR AGREEMENT

101

EXHIBIT A LEGAL DESCRIPTION

EXHIBIT B LOAN DOCUMENTS

EXHIBIT C OPTION TO EXTEND REQUEST LETTER FROM BORROWER

EXHIBIT D RESERVED

EXHIBIT E ORGANIZATIONAL CHART

SCHEDULE 1 MATERIAL AGREEMENTS

SCHEDULE 6.21(c) LEASING REP EXCEPTIONS

SCHEDULE 7.3 LITIGATION

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”)

is entered into as of July 24, 2026 (the “Effective Date”), by and between BLOCK 40 PROPERTY, LLC, a Delaware limited

liability company (“Borrower”), and VMC CRE MASTER LENDING UPPER REIT LLC, a Delaware limited liability company (together

with its successors and/or assigns, “Lender”).

RECITALS

A. Borrower

desires to borrow from Lender, and Lender agrees to loan to Borrower, the Loan for which provision is made herein.

B. Borrower

owns certain real property described in Exhibit A attached hereto and all Improvements (as hereinafter defined) and certain additional

personal property now or hereafter existing thereon and related thereto (collectively, the “Property”).

NOW, THEREFORE, Borrower and Lender agree as

follows:

Article

1. DEFINITIONS

1.1

DEFINED TERMS. The following capitalized terms generally used in this Agreement shall

have the meanings defined or referenced below. Certain other capitalized terms used only in specific sections of this Agreement are defined

in such sections.

“Account Funds” –

means all sums now or hereafter on deposit in or payable or withdrawable from the Accounts.

“Accounts” –

means the Cash Management Account, the Restricted Account, the Reserve Accounts, any subaccounts created thereunder and all other accounts

created hereunder and under the other Loan Documents from time to time.

“ADA” – means

the Americans with Disabilities Act, 42 U.S.C. §§ 12101, et seq., as now or hereafter amended or modified, and any similar and

applicable law, rule or regulation relating to access by disabled persons.

“Advance” –

means any advance of Loan proceeds pursuant to and in accordance with the terms hereof.

“Affiliate” –

means, with respect to any Person, (i) any domestic Person which owns, directly or indirectly twenty percent (20%) or more of the equity

interests in such Person, (ii) any foreign Person which owns, directly or indirectly ten percent (10%) or more of the equity interests

in such Person, or (iii) any Person which is under common control with, controlled by, or controlling (in each case, by possession of

a Controlling Interest) with, the applicable Person. For the avoidance of doubt, in no event shall any shareholder or any partner, managing

member, officer, director, trustee or employee, of Guarantor be deemed to be an Affiliate hereunder unless such Person satisfies clauses

(i) or (ii) of this definition.

“Affiliate Lease”

– means any Lease with an Affiliate of Borrower or Guarantor.

“Agreement” –

shall have the meaning ascribed to such term in the preamble hereto.

“Alteration Threshold”

shall mean $400,000 individually and in the aggregate.

“Annual Budget” –

means the operating and capital budget for the Property setting forth, on a month-by-month basis, good faith estimate, of anticipated

Gross Rents, Gross Income, Operating Expenses, in reasonable detail, each line item of Borrower’s TI Leasing Costs and Capital Expenditures

for the applicable calendar year.

“Approved Accounting Method”

– means (i) cash or federal tax basis accounting or GAAP (in each case, consistently applied) or (ii) such other method of accounting,

consistently applied, as may be reasonably acceptable to Lender.

“Approved Annual Budget”

– shall have the meaning set forth in Section 11.7 hereof.

“Approved Extraordinary Expense”

means an Operating Expense or Capital Expenditure of the Property not set forth on the Approved Annual Budget, but approved by Lender

in writing (which such approval shall not be unreasonably withheld, conditioned or delayed).

“Approved Lease” –

means any Lease (or amendment or modification of an existing Lease) that (i) is existing as of the Effective Date, (ii) (A) is executed

after the Effective Date, (B) is for residential purposes, (C) provides for rental rates required pursuant to any applicable law or, in

Borrower’s commercially reasonable judgment, comparable to existing local market rates for similar properties, (D) does not contain

any option, offer, right of first refusal or other similar entitlement to purchase all or any portion of the Property, and (E) is on Borrower’s

standard residential lease form, which form has been approved by Lender in its reasonable discretion, and/or (iii) any other commercial

Lease for the Property that is approved by Lender in its reasonable discretion pursuant to the terms and conditions of Section 9.4

hereof.

“Asset Management Agreement”

– means that certain Management Agreement dated as of November 14, 2025, by and among Block 40, LLC, a Florida limited liability

company (“Block 40”) and Asset Manager, as the same may be amended, restated, replaced, extended, renewed, supplemented

or otherwise modified from time to time pursuant to the terms of the Loan Documents. Said Asset Management Agreement has been assigned

from Block 40 to Borrower pursuant to an assignment of contracts dated on or about the Effective Date.

“Asset Manager” –

means GCF Development, LLC, a Florida limited liability company.

“Assignment of Leases and Rents”

– means that certain Assignment of Leases and Rents dated as of the Effective Date executed by Borrower in favor of Lender, as

the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time to time.

“Assignment of Asset Management

Agreement” – means that certain Assignment and Subordination of Asset Management Agreement dated as of the Effective Date

executed by Borrower, Lender, and Asset Manager, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise

modified from time to time

“Assignment of Management Agreement”

– means that certain Assignment and Subordination of Management Agreement dated as of the Effective Date executed by Borrower, Lender,

and Property Manager, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time

to time.

“Balancing Payment”

– means a payment into the applicable Reserve Account of a sum which, together with any initial deposit and any applicable monthly

deposits into the applicable Reserve Account, will be sufficient to discharge the obligations and liabilities for which such Reserve Account

was established as and when the same become due and payable. The amount of the Balancing Payment shall be determined by Lender in its

reasonable discretion and shall be final and binding absent manifest error.

“Bankruptcy Code”

– means the Bankruptcy Reform Act of 1978 (11 U.S.C. § 101-1330) as now or hereafter amended or recodified.

“Borrower” –

shall have the meaning ascribed to such term in the preamble hereto.

“Borrowing Group”

– means, individually and collectively: (a) the Borrower, (b) Guarantor, (c) any domestic Person owning or holding greater

than or equal to twenty percent (20%) or more of the direct or indirect ownership interests in Borrower, (d) any foreign Person owning

or holding greater than or equal to ten percent (10%) or more of the direct or indirect ownership interests in Borrower, and (e) any

officer, director, member or partner or other person or entity acting on behalf of Borrower or Guarantor with respect to the Loan or this

Agreement.

“Business Day” –

means a day, except a Saturday, Sunday, or any other day which commercial banks in New York, New York are authorized or required by law

to close. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar

days.

“Capital Expenditures”

– means for any period, the amount expended (or to be expended, as the context requires) for (i) Capital Improvements that

are set forth in the Approved Annual Budget, or otherwise approved by Lender in its reasonable discretion, (ii) expenditures set forth

in the Approved Annual Budget or otherwise approved by Lender for soft costs related to Capital Improvements, including, without limitation,

architectural, design, project management, engineering, financing and legal fees related thereto.

“Capital Expenditures Reserve

Account” – shall have the meaning ascribed to it in Section 3.7.

“Capital Expenditures Reserve

Funds” - shall have the meaning ascribed to it in Section 3.7.

“Capital Expenditures Reserve

Monthly Deposit” - shall have the meaning ascribed to it in Section 3.7.

“Capital Improvements”

– means improvements, replacements or major repairs at the Property, as well as fixtures, furniture and equipment that are to be

owned by Borrower and used in connection with or installed (or to be installed) into the Property.

“Carry Guaranty” –

means that certain Guaranty of Debt Service and Carry Costs dated as of the Effective Date executed and delivered by Guarantor to Lender,

as the same may be amended, modified, supplemented or replaced from time to time.

“Cash Management Account”

– shall have the meaning set forth in Section 4.1 hereof.

“Cash Sweep

Period” – means a period during the term of the Loan:

(i)

commencing upon the Effective Date and expiring as of the date that the Property achieves a Debt

Service Coverage Ratio equal to or greater than 1.10 for three (3) consecutive calendar months (“Initial DSCR Release”);

(ii)

at any time following the Initial DSCR Release (if applicable),

commencing upon the occurrence of the Debt Service Coverage Ratio falling below 1.0 for three (3) consecutive calendar months,

and thereafter expiring upon the date that the Debt Service Coverage Ratio is thereafter equal to or greater than 1.10 for three (3) consecutive

calendar months;

(iii)

commencing upon the occurrence of a Mezzanine Event of Default and expiring upon the cure (if applicable) of such Mezzanine Event

of Default; and/or

(iv)

commencing upon the occurrence of an Event of Default and expiring upon the cure (if applicable) of such Event of Default.

“Code” – means

the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and

applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Collateral” –

shall have the meaning ascribed to such term in the Security Instrument and shall also include any additional collateral pledged by Borrower

to Lender pursuant to the terms of the Loan Documents.

“Condemnation Proceeds”

– shall have the meaning set forth in Section 5.3(b) hereof.

“Contract Rate” –

shall have the meaning ascribed to such term in the Note.

“Controlled Substances”

– means marijuana, cannabis or other controlled substances as defined in the Federal Controlled Substances Act or that otherwise

are illegal or regulated under any Controlled Substances Laws.

“Controlled Substances Laws”

– means the Federal Controlled Substances Act (21 U.S.C. § 801 et seq.) or any other similar or related federal, state or local

law, ordinance, code, rule, regulation or order.

“Controlled Substances Uses”

– means any cultivation, growth, creation, production, manufacture, sale, distribution, storage, handling, possession or other use

of a Controlled Substance.

“Controlling Interest”

– means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the

management, policies or activities of such Person, whether through the ownership of voting securities or other beneficial interests, by

contract or otherwise, provided, however, that a member or partner containing customary “major decision” rights shall not

be deemed a Controlling Interest; and “Control” when used as a defined term shall have the correlative meaning.

“Cost Breakdown” –

means a reasonably detailed description and cost breakdown of the Work to be paid or reimbursed from the disbursement from any applicable

Reserve.

“DACA – Restricted Account

Agreement” – means that certain Deposit Account Control Agreement dated as of the Effective Date by and among Borrower,

Lender and the Depository Bank, with respect to the Restricted Account, as the same may be amended, modified, supplemented or replaced

from time to time.

“Debt” – shall

mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note, together with all interest accrued

and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement, the Security Instrument or

any other Loan Document.

“Debt Service” –

means, as to any applicable period, interest payments and principal payments (if any) with respect to the Loan, required to be paid during

such period by Borrower in accordance with the terms and conditions of the Loan Documents.

“Debt Service Account”

– shall have the meaning set forth in Section 4.1(a) hereof.

“Debt Service Coverage Ratio”

– means, as of any date of calculation, the number obtained by dividing (i) Underwritten Net Operating Income by (ii) Debt

Service (including, for the purposes of this definition, all debt service due and owing on the Mezzanine Loan), each calculated for the

immediately succeeding twelve (12) month period, as calculated by Lender in its reasonable discretion.

“Debt Yield Ratio”

– means the number (expressed as a percentage) obtained by dividing (i) Underwritten Net Operating Income, by (ii) the then total

outstanding Principal Balance of the Loan and the Mezzanine Loan (in the aggregate), as calculated by Lender in its reasonable discretion.

“Default” –

means any event which, with the giving of notice or the lapse of time (to the extent applicable pursuant to the terms of the Loan Documents),

or both, would constitute an Event of Default.

“Default Rate” –

shall have the meaning ascribed to such term in the Note.

“Depository Bank”

– means Well Fargo Bank, National Association, or such other Eligible Institution selected or approved by Lender in its reasonable

discretion pursuant to the terms of this Agreement.

“Developer Agreement”

– means that certain Amended and Restated Developer Agreement by and between City of Hollywood, a municipal corporation of the State

of Florida, Broward County, Florida, the City of Hollywood Downtown Community Redevelopment Agency, a public instrumentality of the State

of Florida, Broward County, Florida, and Block 40, LLC (as predecessor-in-interest to Block 40 Property, LLC, a Delaware limited liability

company), recorded February 9, 2021, with the Broward County Commission, State of Florida, as Instrument No. 117046118

“Drug-Related Activities”

– means any Controlled Substances Uses, any violation of any Controlled Substances Law or any business, communications, financial

transactions or other activities related to Controlled Substances or Controlled Substances Uses.

“EB-5 Capital Contribution”

– means any capital contribution made by an EB-5 Investor in connection with the EB-5 Program.

“EB-5 Investor” –

means any investor who has made, or committed to make, an EB-5 Capital Contribution in connection with the EB-5 Program.

“EB-5 Offering Documents”

– means, collectively, all private placement memoranda, subscription agreements, operating agreements, escrow agreements, investor

agreements, and any other offering documents or agreements between any EB-5 Investor and Borrower, Mezzanine Borrower, Block 40, any Affiliate

of Borrower, Mezzanine Borrower or Block 40, or the Regional Center, in connection with the EB-5 Program.

“EB-5 Program” –

means the immigrant investor program established pursuant to Section 203(b)(5) of the Immigration and Nationality Act (8 U.S.C. §

1153(b)(5)), as amended by the EB-5 Reform and Integrity Act of 2022, and the rules and regulations promulgated thereunder by USCIS, as

the same may be amended, modified, or supplemented from time to time.

“Effective Date” –

shall have the meaning set forth in the introductory paragraph.

“Eligible Account”

- means a separate and identifiable account from all other funds held by the holding institution that is an account or accounts maintained

with a federal or state-chartered depository institution or trust company which (i) complies with the definition of Eligible Institution,

(ii) has a combined capital and surplus of at least $50,000,000 and (iii) has corporate trust powers and is acting in its fiduciary capacity.

An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution”

- means (i) a depository institution or trust company insured by the Federal Deposit Insurance Corporation (A) the short term unsecured

debt obligations or commercial paper of which are rated at least “A-1+” (or its equivalent) from each of the Rating Agencies

(in the case of accounts in which funds are held for thirty (30) days or less) and (B) the long term unsecured debt obligations of which

are rated at least “A” (or its equivalent) from each of the Rating Agencies (in the case of accounts in which funds are held

for more than thirty (30) days) or (ii) such other depository institution otherwise approved by the Rating Agencies from time-to-time,

or (iii) Depository Bank.

“Environmental Report”

– means that certain Phase I Environmental Site Assessment dated July 1, 2026, prepared by AEI Consultants, as Project No. 531369.

“ERISA” – means

the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

“ERISA Affiliate”

– means, at any time, each trade or business (whether or not incorporated) that would, at the time, be treated together with Borrower

as a single employer under Title IV or Section 302 of ERISA or Section 412 of the Code.

“Event of Default”

– shall have the meaning ascribed to such term in Section 12.1 hereof.

“Excess Cash Flow”

– shall have the meaning set forth in Section 4.1(c) hereof.

“Excess Cash Flow Account”

– shall have the meaning set forth in Section 4.1(c) hereof.

“Excess Cash Flow Funds”

– shall have the meaning set forth in Section 4.1(c) hereof.

“Exit Fee” –

shall have the meaning assigned thereto in Section 2.5 hereof.

“First Extended Maturity Date”

– means August 7, 2029.

“First Option to Extend”

– means Borrower’s option, subject to the terms and conditions of Section 2.13 hereof, to extend the term of the Loan

from the Original Maturity Date to the First Extended Maturity Date.

“GAAP” – means

generally accepted accounting principles set forth in

the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants

and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may

be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of any date of

determination.

“Governmental Authority”

– means any court, board, agency, commission, office or authority of any executive, legislative, judicial, regulatory or administrative

nature whatsoever or any governmental unit (federal, state, commonwealth, county, district, municipal, city, foreign or otherwise) whether

now or hereafter in existence.

“Gross Income” –

means, without duplication, all (i) Gross Rents, and (ii) all other income, computed in accordance with the Approved Accounting Method,

derived from the ownership and operation of the Property from whatever source, including, without limitation, common area maintenance

recoveries, real estate tax recoveries, utility recoveries, other miscellaneous expense recoveries, interest income, forfeited security

deposits, late charges, and other miscellaneous income, including but not limited to pet fees, transfer fees, NSF fees, late fees and

application fees, but excluding rental income taxes, sales taxes, use and occupancy taxes or other taxes on receipts required

to be accounted for by Borrower to any Governmental Authority, refunds and uncollectible accounts, sales of furniture, fixtures and equipment,

interest income, insurance proceeds (other than business interruption, rent loss, or other loss of income insurance), condemnation or

similar awards, unforfeited security deposits, non-recurring or extraordinary income (including, without limitation, Lease Termination

Payments, and any disbursements to Borrower from the Reserves), and any payments made to Borrower pursuant to any “in-the-money”

Interest Rate Cap Agreement. For purposes of clarity, income calculated under clause (ii) shall not include any income calculated under

clause (i) above.

“Gross Rents” –

means an amount equal to annual rental income for all Tenants under Leases for the Property (if any).

“Guarantor” –

means, collectively and individually (as the context requires), (i) STEWARDS, INC., a Nevada corporation, (ii) SHAUN A. QUIN, (iii) CHARLES

R. ABELE, (iv) PETER J. JAGO, (v) GLEN STEWARD, and (vi) any additional guarantor approved by Lender pursuant to the terms and conditions

of this Agreement after the Effective Date.

“Guarantor Financial Covenants”

– shall have the meaning set forth in Section 12.1(n) hereof.

“Guaranty” –

means, collectively and individually (as the context requires), (i) the Limited Guaranty, (ii) Carry Guaranty, (iii) Limited Payment Guaranty,

and (iv) any additional guaranty executed in connection with the Loan after the Effective Date.

“Hazardous Materials Indemnity”

– means that certain Hazardous Materials Indemnity Agreement, dated as of the Effective Date, executed by Borrower and Guarantor

in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified

from time to time.

“Improvements” –

means the buildings and improvements that are now existing on the Property (including, the 273-unit multifamily building), and any other

improvements that may be constructed upon the Property, if applicable, or otherwise as expressly permitted hereunder or approved in writing

by Lender, including all site work, utilities, infrastructure, paving, striping, signage, curb and gutter, landscaping and installation

of all “common area” improvements.

“Indemnitees” - means

Lender, Lender’s parent, subsidiaries and affiliates, any holder of or participant in the Loan and all directors, officers, employees,

agents, successors and assigns of any of the foregoing. The term “Indemnitees” shall not include any Person who has not owned

an interest in the Loan and acquires the Property at foreclosure or from Lender or any Affiliate thereof after a foreclosure or deed-in-lieu

thereof.

“Job Creation Plan” –

means the business plan and economic impact analysis submitted to USCIS in connection with the EB-5 Program describing the jobs to be

created by the investment of the EB-5 Capital Contributions, as the same may be amended or supplemented from time to time with USCIS approval.

“Independent Manager”

- shall mean a natural Person who (a) is not at the time of initial appointment and has never been, and will not while serving as independent

manager be: (i) a stockholder, director (with the exception of serving as the independent manager of Borrower), officer, employee, partner,

member (other than a “special member” or “springing member”), manager (with the exception of serving as the independent

manager of Borrower), attorney or counsel of Borrower, equity owners of Borrower or any Guarantor or any Affiliate of Borrower or any

Guarantor; (ii) a customer, supplier or other person who derives any of its purchases or revenues from its activities with Borrower or

any Guarantor, equity owners of Borrower or any Guarantor or any Affiliate of Borrower or any Guarantor;

(iii) a Person controlling or

under common control with any such stockholder, director, officer, employee, partner, member, manager, attorney, counsel, equity owner,

customer, supplier or other Person of Borrower, equity owners of Borrower or any Guarantor or any Affiliate of Borrower or any Guarantor;

or (iv) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, manager, attorney, counsel,

equity owner, customer, supplier or other Person of Borrower, equity owners of Borrower or any Guarantor or any Affiliate of Borrower

or any Guarantor and (b) has (i) prior experience as an independent director or independent manager for a corporation, a trust or limited

liability company whose charter documents required the unanimous consent of all independent directors or independent managers thereof

before such corporation, trust or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against

it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three (3)

years of employment experience with CT Corporation, Corporation Service Company, National Registered Agents, Inc. or Stewart Management

Company, or another nationally recognized company reasonably acceptable to Lender, that is not an Affiliate of Borrower and that provides,

inter alia, professional independent directors or independent managers in the ordinary course of their respective business to issuers

of securitization or structured finance instruments, agreements or securities or lenders originating commercial real estate loans for

inclusion in securitization or structured finance instruments, agreements or securities (a “Professional Independent Director”)

and is an employee of such a company or companies at all times during his or her service as an independent manager. A natural Person who

satisfies the foregoing definition except for being (or having been) the independent director or independent manager of a “special

purpose entity” affiliated with Borrower (provided such Affiliate does not or did not own a direct or indirect equity interest in

Borrower) shall not be disqualified from serving as an independent manager, provided that such natural Person satisfies all other criteria

set forth above and that the fees such individual earns from serving as independent director or independent manager of Affiliates of Borrower

or in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. A

natural Person who satisfies the foregoing definition other than subparagraph (a)(ii) shall not be disqualified from serving as an independent

manager if such individual is a Professional Independent Director and such individual complies with the requirements of the previous sentence.

“Insurance Account”

– shall have the meaning set forth in Section 3.10 hereof.

“Insurance Payment Date”

– means, with respect to any applicable insurance policy required to be maintained by Borrower pursuant to the terms of this Agreement,

the date the applicable Insurance Premiums associated therewith are due and payable.

“Insurance Premiums”

– means the costs of any premiums for any policy of insurance required to be maintained pursuant to the terms of this Agreement.

“Insurance Proceeds”

– shall have the meaning set forth in Section 5.3(b) hereof.

“Intercreditor Agreement”

– means that certain Intercreditor Agreement dated as of the Effective Date between Lender and Mezzanine Lender, as the same may

be amended or otherwise modified from time to time.

“Interest Rate Cap Agreement”

– means an interest rate cap agreement (a) in form and substance reasonably acceptable to Lender, and (b) issued by a provider maintaining

a long-term unsecured debt or counter-party rating of at least “A-” from S&P, or “A3” from Moody’s or

the equivalent from any other Rating Agency.

“Lease” and “Leases”

– means any and all present and future leases of the Property or any portion thereof, all licenses and all other agreements of any

kind relating to the use or occupancy of the Property, including any guarantees, extensions, renewals, modifications or amendments thereof

and all additional remainders, reversions and other rights and estates appurtenant thereunder.

“Lease Termination Payments”

– means (i) all fees, penalties, commissions or other payments made to Borrower in connection with or relating to the rejection,

buy-out, termination, amendment, modification, surrender or cancellation of any Lease (including in connection with any bankruptcy proceeding),

(ii) any security deposits or proceeds of letters of credit held by Borrower in lieu of cash security deposits, which Borrower actually

retains for itself and does not return to the applicable Tenant pursuant to the applicable provisions of any Lease (except to the extent

applied to rent arrears or rent currently due and payable by such residential Tenant) and (iii) any payments made to Borrower relating

to unamortized tenant improvements and leasing commissions under any Lease.

“Leasing Commissions”

– means leasing commissions incurred by Borrower in connection with the execution or extension of an Approved Lease for retail space

at the Property, provided that such Leasing Commissions are (i) consistent with then-prevailing market terms and conditions, or (ii) are

otherwise approved by Lender in its reasonable discretion.

“Legal Requirements”

– means all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments,

decrees, demands and injunctions of any Governmental Authority affecting the Loan, any Secondary Market Transaction with respect to the

Loan, Borrower, Guarantor or the Property or any part thereof or the ownership, construction, alteration, use, management or operation

of the Property or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the ADA, the Live Local

Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Dodd-Frank Wall Street Reform and Consumer Protection Act, zoning

and land use laws and the rules and regulations promulgated pursuant to any of the foregoing, and all permits, licenses and authorizations

relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known

to Borrower, at any time in force affecting Borrower, Guarantor or the Property or any part thereof, including, without limitation, any

which may (i) require repairs, modifications or alterations in or to the Property or any part thereof or (ii) in any way limit the use

and enjoyment thereof.

“Lender” – shall

have the meaning ascribed to such term in the preamble hereto.

“Lien” – means

any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance (including, but not

limited to, easements, rights-of-way, zoning restrictions and the like), lien (statutory or other), preference, priority or other security

agreement or preferential arrangement of any kind or nature whatsoever, including without limitation any conditional sale or other title

retention agreement, the interest of a lessor under a capital lease, any financing lease having substantially the same economic effect

as any of the foregoing, and the filing of any financing statement or document having similar effect (other than a financing statement

filed by a “true” lessor pursuant to Section 9-505 (or a successor section) of the Uniform Commercial Code) naming the owner

of the asset to which such Lien relates as debtor, under the Uniform Commercial Code or other comparable law of any jurisdiction.

“Limited Guaranty”

– means that certain Limited Guaranty dated as of the Effective Date executed and delivered by Guarantor to Lender, as the same

may be amended, modified, supplemented or replaced from time to time.

“Limited Payment Guaranty”

– means that certain Limited Payment Guaranty dated as of the Effective Date executed and delivered by Guarantor to Lender, as the

same may be amended, modified, supplemented or replaced from time to time.

“Liquid Assets” –

means the following assets: (a) unrestricted and unencumbered cash; (b) unrestricted and unencumbered cash equivalents; (c) unrestricted

and unencumbered readily marketable securities (valued, in the case of securities at the then prevailing market price listed on NYSE or

NASDAQ, or other “over the counter” markets or public exchange, as of any applicable date of determination); (d) liquid debt

instruments that have a readily ascertainable value and are regularly traded in a recognized financial market; and (e) such other assets

or properties as Lender may (in its sole discretion) deem acceptable as evidenced by Lender’s written confirmation, excluding any

and all retirement accounts and deferred profit sharing accounts.

“Live Local Act” means

the amendments to §196.1978, Florida Statutes, enacted by Senate Bill 102 (Chapter 2023-17, Laws of Florida), as amended by Senate

Bill 328 (Chapter 2024-188, Laws of Florida) and House Bill 7073 (Chapter 2024-158, Laws of Florida), and any subsequent amendments, modifications,

or successor statutes thereto.

“Live Local Covenant” means

the restrictive covenant recorded against the Property in favor of the local jurisdiction and/or the Florida Housing Finance Corporation

(FHFC) maintaining the affordability of the LLA Qualifying Units for a minimum duration of at least three (3) years.

“LLA Qualifying Units” means

the minimum of (i) 70 residential units at the Property required to be rented to individuals or families whose total annual household

income does not exceed 120% of the Area Median Income (AMI), and (ii) 2 residential units at the Property required to be rented to individuals

or families whose total annual household income does not exceed 80% of the Area Median Income (AMI).

“Loan” – means

an amount up to Sixty-Nine Million and No/100 Dollars ($69,000,000.00) that Lender agrees to lend and Borrower agrees to borrow subject

to and expressly upon the terms and conditions of this Agreement.

“Loan Documents” –

means those documents properly executed and in recordable form, if necessary, listed in Exhibit B as Loan Documents, and any other

document now or hereafter evidencing or securing the Loan, as each may hereafter be amended, supplemented, replaced or modified.

“Loan-to-Value Percentage”

– shall have the meaning given in Section 2.13.

“Management Agreement”

– means that certain Property Management Agreement dated as of August 1, 2021, by and among Block 40 and Property Manager, pursuant

to which Property Manager is to provide management and other services with respect to the Property, as the same may be amended, restated,

replaced, extended, renewed, supplemented or otherwise modified from time to time pursuant to the terms of the Loan Documents. The Management

Agreement has been assigned from Block 40 to Borrower pursuant to an assignment of management agreement dated on or about the Effective

Date.

“Material Agreements”

- means (x) each contract and agreement entered into (or assumed) by Borrower, in each case, relating to the Property, or otherwise

imposing obligations on Borrower, (i) pursuant to which Borrower would have the obligation to pay more than $250,000.00 per annum,

(ii) which cannot be terminated by Borrower without cause upon sixty (60) days’ or less notice without payment by Borrower of a

termination fee, or (iii) which is with an Affiliate of Borrower, (y) the Developer Agreement, and (z) any reciprocal easement agreement,

declaration of covenants, condominium documents, ground lease (i.e., with Borrower as tenant thereunder), or, parking agreement; provided,

however, the defined term Material Agreements shall not include the Loan Documents, Leases, or the Management Agreement.

“Maturity Date” –

means August 7, 2028, as may be amended, extended, or otherwise modified from time to time pursuant to the terms of this Agreement.

“Mezzanine

Borrower” means BLOCK 40 HOLDCO LLC, a Delaware limited liability company.

“Mezzanine Event

of Default” - shall have the meaning assigned to the term “Event of Default” in the Mezzanine Loan Agreement.

“Mezzanine Lender”

- means 1818 MEZZ LENDER LLC, a Delaware limited liability company, and its permitted successors and assigns pursuant to the Intercreditor

Agreement.

“Mezzanine Loan”

- means the loan evidenced by the Mezzanine Loan Documents.

“Mezzanine Loan

Agreement” - means that certain Mezzanine Loan Agreement, dated as of the date hereof, between Mezzanine Lender and Mezzanine

Borrower.

“Mezzanine Loan Documents”

- shall have the meaning assigned to the term “Loan Documents” in the Mezzanine Loan Agreement.

“Monthly Operating Report”

– shall have the meaning ascribed to such term in Section 11.2 hereof.

“Monthly Payment Date”

– means each regularly scheduled monthly payment date pursuant to the Note, which shall occur on the 7th day of each

calendar during the term of the Loan.

“Moody’s” –

means Moody’s Investors Service, Inc.

“Net Proceeds” –

shall have the meaning set forth in Section 5.3(b) hereof.

“Note” - means that

certain Amended and Restated Promissory Note dated as of the Effective Date, in the maximum principal amount of the Loan, executed by

Borrower and payable to the order of Lender, as the same may be amended, modified, supplemented or replaced from time to time.

“OFAC” means the United

States Treasury Department Office of Foreign Assets Control and any successor thereto.

“Operating Expenses”

- means, for any period, the actual out-of-pocket expenses paid during such period, or reasonably allocable to such period, computed in

accordance with an Approved Accounting Method consistently applied, for: (i) Taxes to the extent that such Taxes are required to be paid

by Borrower and are actually paid or reserved for by Borrower; (ii) intentionally omitted; (iii) insurance premiums for casualty insurance

(including, without limitation, earthquake) and liability insurance carried in connection with the Property, provided, however, if any,

insurance is maintained as part of a blanket policy covering the Property and other properties, the insurance premium included in this

subparagraph shall be the premium fairly allocable to the Property; and (iv) other operating expenses and costs actually incurred by Borrower

or the Property Manager (to be paid by Borrower) for the management, operation, cleaning, leasing, maintenance and repair of the Property.

Operating Expenses shall not include (a) any Debt Service or other interest or principal payments on the Loan, (b) any allowance for depreciation

and amortization, (c) Capital Expenditures, (d) deposits or contributions into the Reserves, and (e) any payment or expense for which

Borrower was or is to be reimbursed from proceeds of the Loan or is actually reimbursed by insurance or pursuant to a written agreement

by any third party.

“Original Maturity Date”

– means August 7, 2028.

“Patriot Act” - means

the USA Patriot Act of 2001 (Public Law 107-56) and federal regulations issued with respect thereto, as amended, modified or supplemented

from time to time.

“Permitted Easements”

means (x) any and all easements in effect and recorded against the Property as of the Effective Date (as included on the Title Policy),

(y) customary utility easements or other similar non-material easements granted by Borrower in favor of a municipality or public utility

company on a customary and reasonable form, and (z) easements, rights-of-way, or other similar non-monetary encumbrances arising in the

ordinary course of Borrower’s business, which are approved by Lender, not to be unreasonably withheld, conditioned or delayed,

or which shall (i) not materially impair the value, marketability, or usability of the Property or Borrower’s ability to repay

the Loan, (ii) not materially and adversely interfere with the permitted use of the Property, (iii) not underlie any existing or contemplated

building improvements on the Property (except to the extent that such easement shall not impact or affect the existing or contemplated

building improvements on the Property or the use thereof), (iv) not adversely affect access to or from the Property, (v) not be blanket

in nature, (vi) not impose any ongoing material cost on Borrower or any successor owner of such Property, (vii) not obligate the grantee

to restore any damage or disturbance to the Property due to the existence of the easement, (viii) not violate any Lease, (ix) not violate

any Legal Requirement, and (A) either (1) not include any obligation, requirement or request on the part of Borrower or the grantee for

Lender to enter into a non-disturbance agreement or any similar document or agreement with respect to such easement or other matter or

(2) include an obligation for all such parties to enter into a non-disturbance agreement or any similar document or agreement with respect

to such easement or other matter on the condition that the consent of all parties thereto shall not be unreasonably withheld and that

the form of such agreement shall be on commercially reasonable terms.

“Permitted Encumbrances”

– means (i) the encumbrances approved by Lender on the Title Policy, (ii) the Liens and other security interests created

by the Loan Documents, (iii) Liens for taxes and assessments imposed by any Governmental Authority not yet delinquent or which are

being contested by Borrower in accordance with this Agreement, (iv) the Leases, (v) Permitted Easements, (vi) Liens contested

in accordance with this Agreement, (vii) equipment financing for equipment used in the ordinary course of business at the Property, provided

that the same is secured solely by a loan on the equipment that is the subject of such financing and otherwise complies with Section

7.1(b)(iii)(B) of this Agreement, (viii) such other matters as Lender has approved in writing or may from time to time approve in

writing in its reasonable discretion, and/or (ix) the Liens and other security interests created by the Mezzanine Loan Documents.

“Permitted Operating Expenses”

– means, for any period, projected amounts to be paid or reasonably allocated as Operating Expenses for such period as set forth

in the Approved Annual Budget or otherwise approved by Lender.

“Permitted Transfers”

– means:

(i)

any Approved Lease entered into in accordance with the Loan Documents,

(ii)

any sale, disposal and replacement of personal property at the Property in the Borrower’s

normal course of business as permitted pursuant to the Loan Documents;

(iii)

a Permitted Encumbrance;

(iv)

a Transfer of a direct or indirect interest in Borrower to any Person provided that:

(1)

such Transfer shall not cause the transferee, together with its Affiliates, to (x)

acquire a Controlling Interest in Borrower or (y) increase its direct or indirect interest in Borrower from an amount that is less than

fifty percent (50%) to an amount which, in the aggregate, equals or exceeds fifty percent (50%);

(2)

if such Transfer would cause the transferee to increase its direct or indirect interest

in Borrower from an amount, in the aggregate, less than twenty percent (20%) (if a domestic Person) or ten percent (10%) (if a

foreign Person), to an amount which equals or exceeds, in the aggregate, twenty percent (20%) (if a domestic Person) or ten percent (10%)

(if a foreign Person), (A) Borrower shall have delivered to Lender, at Borrower’s sole cost and

expense, customary searches (credit, judgment, lien, bankruptcy, etc.) with respect to such proposed transferee as reasonably required

by Lender and Lender shall have approved such results in its reasonable discretion, and (B) Borrower shall provide such additional, customary

information regarding such transferee to satisfy Lender’s then applicable “know-your-customer” program requirements,

in Lender’s reasonable discretion;

(3)

if such Transfer would cause a change in the Controlling Interest in Borrower or the transferee

to increase its direct or indirect interest in Borrower from, in the aggregate, an amount less than twenty percent (20%) (if a

domestic Person) or ten percent (10%) (if a foreign Person), to an amount, in the aggregate, which equals or exceeds twenty percent (20%)

(if a domestic Person) or ten percent (10%) (if a foreign Person), Borrower shall give Lender notice of

such Transfer not less than twenty (20) days prior to such Transfer and shall deliver copies of all instruments effecting such Transfer

upon request of Lender (or drafts thereof); and

(4)

the single purpose nature and bankruptcy remoteness of Borrower after such Transfer, shall

satisfy Lender’s then current applicable underwriting criteria and requirements;

(5)

notwithstanding the foregoing, a Transfer occurring solely by reason of the death of any one (but not more than one) of

Glen Steward, Shaun Quin, or Vincent Napolitano (each, a “Stewards Key Person”) shall not constitute a prohibited Transfer

under this clause (vi), provided that (A) the two (2) surviving Stewards Key Persons collectively continue to Control Stewards, Inc. immediately

following such death, (B) Borrower shall give Lender written notice of such death and the resulting Transfer within thirty (30) days following

such death, together with reasonable documentation evidencing that the surviving Stewards Key Persons continue to Control Stewards, Inc.,

and (C) if such Transfer would fall under sub-clause (2) above, Borrower and such transferee shall comply with the requirements set forth

therein;

(v)

a Transfer of any indirect interest in Borrower related to or in connection with the estate planning

of such transferor to (1) an immediate family member of such interest holder (or to partnerships, limited liability companies, or other

Persons (including estate planning vehicles) that one or more of such family members shall maintain a Controlling Interest) or (2) a trust

or other entity established for the benefit of such immediate family member, provided that:

(1)

if such Transfer would cause the transferee to increase its direct or indirect interest

in Borrower from an amount, in the aggregate, less than twenty percent (20%) (if a domestic Person) or ten percent (10%) (if a

foreign Person), to an amount which equals or exceeds, in the aggregate, twenty percent (20%) (if a domestic Person) or ten percent (10%)

(if a foreign Person), (A) Borrower shall have delivered to Lender, at Borrower’s sole cost and

expense, customary searches (credit, judgment, lien, bankruptcy, etc.) with respect to such proposed transferee as reasonably required

by Lender and Lender shall have approved such results in its reasonable discretion, and (B) Borrower shall provide such additional, customary

information regarding such transferee to satisfy Lender’s then applicable “know-your-customer” program requirements,

in Lender’s reasonable discretion;

(2)

Borrower shall give Lender notice of such Transfer within thirty (30) days following such

Transfer and shall deliver copies of all instruments effecting such Transfer upon written request of Lender (other than a Transfer as

described in clause (v)(1) above, when Borrower shall give Lender notice of such Transfer at least

twenty (20) days prior to such Transfer);

(3)

such Transfer shall not result in a change in the Controlling Interest of Borrower; and

(4)

the single purpose nature and bankruptcy remoteness of Borrower after such Transfer, shall

satisfy Lender’s current applicable underwriting criteria and requirements;

(vi)

a Transfer of any indirect interest in Borrower that occurs by devise or bequest or by operation

of law upon the death, disability or incapacity of a natural person that was the holder of such interest, provided that:

(1)

if such Transfer would cause the transferee to increase its direct or indirect interest

in Borrower from an amount, in the aggregate, less than twenty percent (20%) (if a domestic Person) or ten percent (10%) (if a

foreign Person), to an amount which equals or exceeds, in the aggregate, twenty percent (20%) (if a domestic Person) or ten percent (10%)

(if a foreign Person), (A) Borrower shall have delivered to Lender, at Borrower’s sole cost and

expense, customary searches (credit, judgment, lien, bankruptcy, etc.) with respect to such proposed transferee as reasonably required

by Lender and Lender shall have approved such results in its reasonable discretion, and (B) Borrower shall provide such additional, customary

information regarding such transferee to satisfy Lender’s then applicable “know-your-customer” program requirements,

in Lender’s reasonable discretion;

(2)

Borrower shall give Lender notice of such Transfer together with copies of all instruments

effecting such Transfer (if requested by Lender) as soon as practicable thereafter but in no event more than ninety (90) days after the

date of such Transfer; and

(3)

if such Transfer results in a change in the Controlling Interest of Borrower, such Transfer

is approved by Lender in writing within thirty (30) days after Lender receives written notice of such Transfer;

(vii)

the Transfer of one or more portions of the Property to any federal, state or local government or any political subdivision

thereof in connection with involuntary takings or condemnation proceedings of any portion of the real property for dedication or public

use;

(viii)

any Transfer pursuant to the foreclosure, acceptance of a deed-in-lieu of foreclosure or other exercise of remedies by Lender

with respect to the Loan;

(ix)

the sale, transfer or issuance of shares of common stock or preferred stock in the

holder of any direct or indirect ownership interest in Borrower that is a publicly traded entity; provided that:

(1)

such shares of common stock or preferred stock are listed on the New York Stock Exchange, Nasdaq, over the counter market

or another nationally recognized stock exchange;

(2)

if such Transfer would cause the transferee to increase its direct or indirect interest

in Borrower from an amount, in the aggregate, less than twenty percent (20%) (if a domestic Person) or ten percent (10%) (if a

foreign Person), to an amount which equals or exceeds, in the aggregate, twenty percent (20%) (if a domestic Person) or ten percent (10%)

(if a foreign Person), (A) Borrower shall have delivered to Lender, at Borrower’s sole cost and

expense, customary searches (credit, judgment, lien, bankruptcy, etc.) with respect to such proposed transferee as reasonably required

by Lender and Lender shall have approved such results in its reasonable discretion, and (B) Borrower shall provide such additional, customary

information regarding such transferee to satisfy Lender’s then applicable “know-your-customer” program requirements,

in Lender’s reasonable discretion; and

(3)

such Transfer shall not result in a change in the Controlling Interest of Borrower;

(x)

any transfer (including a pledge), sale, or issuance of shares of preferred or common

stock that is a publicly registered non-listed real estate investment trust to third party investors through licensed U.S. broker-dealers

in accordance with Legal Requirements; provided that:

(1)

if such Transfer would cause the transferee to increase its direct or indirect interest

in Borrower from an amount, in the aggregate, less than twenty percent (20%) (if a domestic Person) or ten percent (10%) (if a

foreign Person), to an amount which equals or exceeds, in the aggregate, twenty percent (20%) (if a domestic Person) or ten percent (10%)

(if a foreign Person), (A) Borrower shall have delivered to Lender, at Borrower’s sole cost and

expense, customary searches (credit, judgment, lien, bankruptcy, etc.) with respect to such proposed transferee as reasonably required

by Lender and Lender shall have approved such results in its reasonable discretion, and (B) Borrower shall provide such additional, customary

information regarding such transferee to satisfy Lender’s then applicable “know-your-customer” program requirements,

in Lender’s reasonable discretion; and

(2)

such Transfer shall not result in a change in the Controlling Interest of Borrower;

(xi)

a Transfer of any interest (the “Token Subsidiary Interest”) in Stewards Real

Estate LLC or another direct or indirect subsidiary of Stewards, Inc. (other than Borrower, Mezzanine Borrower, Block 40 Investment Holdings,

LLC, a Florida limited liability company, or Block 40) (the “Token Sponsor”) of

not more than forty nine percent (49%) of the indirect interest in the Borrower that occurs by the creation, issuance and registration

by Token Sponsor of digital tokens, digital securities, blockchain-based interests or similar instruments (collectively, “Tokens”)

through Securitize.io, as custodian, or any similar platform performing substantially similar functions in connection with a financing

transaction with Stewards, Inc., in which such Tokens, either individually, or as part of a pool of assets, are all or a part of the

collateral on such platform or any permitted connected blockchain-base platform, in exchange for a contractual right of repayment for

the lender has a contractual right of repayment; provided that:

(1)

if such Transfer would cause the transferee to increase its direct or indirect interest

in Borrower from an amount, in the aggregate, less than twenty percent (20%) (if a domestic Person) or ten percent (10%) (if a

foreign Person), to an amount which equals or exceeds, in the aggregate, twenty percent (20%) (if a domestic Person) or ten percent (10%)

(if a foreign Person), (A) Borrower shall have delivered to Lender, at Borrower’s sole cost and

expense, customary searches (credit, judgment, lien, bankruptcy, etc.) with respect to such proposed transferee as reasonably required

by Lender and Lender shall have approved such results in its reasonable discretion, and (B) Borrower shall provide such additional, customary

information regarding such transferee to satisfy Lender’s then applicable “know-your-customer” program requirements,

in Lender’s reasonable discretion; and

(2)

such Transfer shall not result in a change in the Controlling Interest of Borrower;

(xii)

a sale by Borrower of the Property, the proceeds of which are used to pay off the Loan in full; and/or

(xiii)

a Transfer resulting from a foreclosure by Mezzanine Lender of any equity interests in Borrower (direct or indirect) or a transfer-in-lieu

to Mezzanine Lender or its designee of the equity interests in Borrower (direct or indirect).

For purposes of clause

(v) above, “immediate family member” shall mean a sibling, family trust, family limited partnership, parent, spouse,

child (or step-child), grandchild or other lineal descendant of the interest holder.

“Person” or “person”

– means any individual, company, trust or other legal entity of any kind whatsoever, or other organization, whether or not a legal

entity. With respect to any Sanctioned Person, “Person” shall also include any group, sector, territory or country.

“Policies” –

shall have the meaning set forth in Section 5.2(a) hereof.

“Prepayment Fee” –

shall have the meaning set forth in Section 2.6 hereof.

“Principal Balance”

– shall have the meaning ascribed to such term in the Note.

“Proceeds” –

shall have the meaning set forth in Section 5.3(a) hereof.

“Property” –

shall have the meaning ascribed to such term in the Recitals above.

“Property Manager”

– means: (i) Castle Residential Management, Inc., a Florida corporation, or (ii) a replacement property manager acceptable to Lender

in its discretion engaged pursuant to the terms of this Agreement.

“Qualified Survey”

– means a current land survey of the Property prepared by a reputable, registered land surveyor, certified and prepared in form

and substance reasonably satisfactory to Lender and the Title Company and other interested parties and otherwise complying with the latest

version of “Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,” including Accuracy Standards, as adopted

by the American Land Title Association and National Society of Professional Surveyors, and shall include Table A items required by Lender,

and certifying the description of the Property (including the appurtenant easements), showing all encroachments onto or from the Property,

showing access rights, easements, or utilities, rights of way affecting the Property, showing all setback requirements upon the Property,

showing any existing Improvements, showing matters affecting title, and such other items as Lender may reasonably request.

“Regional Center”

– means a regional center designated by USCIS to participate in the EB-5 Program, together with its successors and assigns, as applicable

for the Property and Borrower.

“Rating Agencies”

– means each of S&P, Moody’s, Fitch Ratings Inc., DBRS, Inc. and Morningstar Credit Ratings, LLC or any other nationally-recognized

statistical rating agency which has been designated by Lender (each a “Rating Agency”) and, after the final Securitization

of the Loan, shall mean any of the foregoing that have rated any of the Securities.

“Rent Roll” –

means the rent roll for the Property delivered by Borrower to Lender as of the Effective Date, or any updated rent roll from time to time

delivered to Lender, in each case in substantially similar form as the form of rent rolls delivered as of the Effective Date.

“Replacement Guarantor”

– means any Person that satisfies or otherwise complies with the following conditions (any of which may be waived by Lender in

its sole discretion): (a) such Person owns (directly or indirectly) an equity interest in Borrower or is under common control with a

Person which controls the Controlling Interest in Borrower, (b) such Person (together with the remaining and/or additional Guarantors,

if applicable) has Tangible Net Worth of at least $75,000,000.00 at the time of such replacement, (c) such Person has Liquid Assets (together

with the remaining and/or additional Guarantors, if applicable) of at least $1,500,000.00 at the time of such replacement, (d) such Person

has not been the subject of a voluntary or involuntary bankruptcy proceeding in the previous seven (7) years, (e) if such Person is an

individual, such Person has never been (i) indicted or convicted of, or pled guilty or no contest to, a violation of the Patriot Act,

(ii) found by a court of competent jurisdiction to have committed, or been under indictment, a felony, fraud or crime of moral turpitude

under any applicable law; or (iii) found by a Governmental Authority to have violated, or is then being investigated by a Governmental

Authority, for a violation of, any federal or state securities laws or regulations, (f) such Person has not been a current or past litigant,

opposing Lender, in any lawsuit brought against or by Lender within the past ten (10) years pertaining to any mortgage loan made by Lender

and/or any of its Affiliates or other commercial investment in which Lender or any of its Affiliates is or was the lender or counterparty

(other than any consensual foreclosure or similar proceeding approved by Lender in its sole discretion), (g) such Person executes replacement

guaranties and a replacement environmental indemnity agreement in substantially the form of the Guaranty and the Hazardous Materials

Indemnity, in each case, in its capacity as guarantor or indemnitor, as applicable, as well as any other standard, reasonable and customary

agreement reasonably requested by Lender to document the replacement of any Guarantor with such Replacement Guarantor (the “Replacement

Guaranties”), (h) such Person

delivers to Lender, at Borrower’s expense, opinion(s) of legal counsel in form and content

satisfactory to Lender to the effect that: (A) upon due authorization, and execution, each of the Replacement Guaranties shall be legal,

valid and binding instruments, enforceable against the makers thereof in accordance with their respective terms; (B) such Replacement

Guarantor is duly formed and has all requisite authority to enter into the Replacement Guaranties; and (C) as to such other matters, incident

to the transactions contemplated hereby, as Lender may reasonably request, (i) (X) Borrower shall have delivered to Lender, at Borrower’s

sole cost and expenses, customary searches (credit, judgment, lien, bankruptcy, etc.) with respect to such Replacement Guarantor as reasonably

required by Lender and Lender shall have approved such results in its reasonable discretion, and (Y) Borrower shall be provided such customary

information regarding such transferee to satisfy Lender’s then applicable “know-your-customer” program requirements,

in Lender’s reasonable discretion, and (j) such Person is otherwise acceptable to Lender in its reasonable discretion.

“Reserve Accounts”

– means the Tax Account, the Insurance Account, the Capital Expenditures Reserve Account, the Excess Cash Flow Account, Leasing

Reserve Account, the Interest and Carry Reserve Account, and any other reserve account established by this Agreement or the other Loan

Documents (but specifically excluding the Cash Management Account and the Restricted Account).

“Reserves” –

means the Tax and Insurance Funds, the Capital Expenditures Reserve Funds, the Leasing Reserve Funds, the Interest and Carry Reserve Funds,

the Excess Cash Flow Funds, and any other reserve funds established by this Agreement or the other Loan Documents.

“Restoration” –

shall have the meaning set forth in Section 5.3(b) hereof.

“Restricted Account”

– shall have the meaning given in Section 4.1(a).

“S&P” - means

Standard & Poor’s Ratings Group, a division of the McGraw-Hill Companies.

“Sanction” or “Sanctions”

- means individually and collectively, respectively, any and all economic or financial sanctions, sectoral sanctions, secondary sanctions,

trade embargoes and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by: (a)

the United States of America, including those administered by the OFAC, the U.S. State Department, the U.S. Department of Commerce, or

through any existing or future Executive Order, or (b) any other Governmental Authority with jurisdiction over any Person within the Borrowing

Group.

“Sanctioned Person”

- means any Person that is a target of Sanctions, including without limitation, a Person that is: (a) listed on OFAC’s Specially

Designated Nationals and Blocked Persons List; (b) listed on OFAC’s Consolidated Non-Specially Designated Nationals List; (c) a

legal entity that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Peron(s); or (d)

a Person that is a Sanctions target pursuant to any territorial or country-based Sanctions program.

“Second Extended Maturity Date”

– means August 7, 2030.

“Second Option to Extend”

- means Borrower’s option, subject to the terms and conditions of Section 2.14 hereof, to extend the term of the Loan from

the First Extended Maturity Date to the Second Extended Maturity Date.

“Security Instrument”

- means that certain Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents, Fixture Financing Statement and

Notice of Future Advance dated as of the Effective Date, executed by Borrower, in favor of Lender, as the same may be amended, modified,

supplemented or replaced from time to time.

“Separateness Provisions”

- shall have the meaning ascribed to such term in Section 7.1 hereof.

“Servicer” –

shall have the meaning set forth in Section 13.34(a) hereof.

“Servicing Agreement”

– shall have the meaning set forth in Section 13.34(a) hereof.

“Tangible Net Worth”

– means on any date of determination, the following with respect to Guarantor: (a) the sum of the total assets (excluding any equity

value in the Property) less the total liabilities (exclusive of contingent liabilities, including, without limitation, any contingent

liabilities created by the Loan Documents or the Mezzanine Loan Documents) minus (b) intangibles, as determined by Lender in its reasonable

discretion.

“Tax Account” –

shall have the meaning set forth in Section 3.10 hereof.

“Tax and Insurance Funds”

– shall have the meaning set forth in Section 3.10 hereof.

“Taxes” – means

all taxes, assessments, and other governmental impositions, now or hereafter levied or assessed or imposed against the Property or any

part thereof.

“Tax Payment Date”

– means, with respect to any applicable Taxes, the date occurring ten (10) days prior to the date the same are due and payable.

“Tenant” – means

any Person leasing or occupying space in the Property pursuant to a Lease.

“Tenant Improvements”

– means tenant construction work which Borrower is required to construct (or cause to be constructed) under any Approved Lease for

retail space at the Property or an allowance for tenant construction work Borrower is obligated to pay or otherwise provide to a Tenant

under any Approved Lease for retail space at the Property, in either case, in amounts, if not expressly set forth and approved by Lender

in the Approved Annual Budget or such Approved Lease, approved by Lender in its reasonable discretion.

“Term SOFR Rate” –

shall have the meaning ascribed to such term in the Note.

“Third Extended Maturity Date”

– means August 7, 2031.

“Third Option to Extend”

- means Borrower’s option, subject to the terms and conditions of Section 2.15 hereof, to extend the term of the Loan from

the First Extended Maturity Date to the Second Extended Maturity Date.

“TI Leasing Costs”

– means any allowable (in accordance with the terms of this Agreement) Tenant Improvements and Leasing Commissions.

“USCIS” – means the

United States Citizenship and Immigration Services, a component of the United States Department of Homeland Security, and any successor

agency thereto.

“Title Company” –

means First American Title Insurance Company.

“Title Policy” –

means an ALTA extended coverage loan policy of title insurance in form and substance reasonably satisfactory to Lender, insuring Lender

in the principal amount of the Loan, of the validity and priority of the lien of the Security Instrument on the Property, subject only

to Permitted Encumbrances.

“Transfer” - means

any sale, installment sale, exchange, mortgage, pledge, hypothecation, assignment, encumbrance or other transfer, conveyance or disposition,

whether voluntarily, involuntarily or by operation of law or otherwise.

“UCC” or “Uniform

Commercial Code” - means the Uniform Commercial Code in effect from time to time in the state where Borrower is organized and

where the Property is located, as applicable, as now or hereafter amended or modified.

“Underwriting Adjustments (Commercial)”

- means commercially reasonable adjustments made by Lender in its calculation of Underwritten Net Operating Income (Commercial) and the

components thereof, in each case, based upon Lender’s standard underwriting criteria for transactions comparable to the Loan, which

such adjustments shall include, without limitation, adjustments:

(A) for (i) items of a non-recurring

nature, (ii) a credit/loss vacancy allowance equal to the greater of (a) actual vacancy, or (b) 5%, (iii) imminent increases or decreases

in liabilities and expenses (including Taxes and/or Insurance Premiums), (iv) management fees in excess of commercially reasonable fees

and expenses, and (v) insufficient replacement reserves;

(B) to include (i) rental income

with respect to Leases that are in full force and effect under which the Tenant has taken occupancy and commenced rent payment, (ii)

rental income (based on a pro-rata calculation for the next successive twelve month period) for all executed Leases where Tenants have

not yet commenced rent payments if rent commencement is scheduled to occur within the next 12 months from the date of calculation

pursuant to the terms of the Lease; and (iii) scheduled rent increases if such rent increases are scheduled to occur within 12 months

from the date of calculation. To the extent such rent increases are scheduled to occur within 6 months from the date of calculation,

the increases will be calculated as if applicable as of the date of calculation. To the extent such rent increases are scheduled to occur

between 7-12 months from the date of calculation, the rent increases will be included for the applicable forward-looking period (but

not as of the date of calculation); and

to any Tenant under any Lease (i) in bankruptcy to the extent that the Tenant under the Lease has rejected the Lease in the applicable

bankruptcy proceeding pursuant to a final, non-appealable order of a court of competent jurisdiction; (ii) not paying base rent under

its Lease or otherwise in material monetary default under its Lease, in each case beyond any applicable notice, grace and cure periods;

(iii) pursuant to which a material, non-monetary default has occurred and is continuing beyond any applicable notice, grace and cure

periods; (iv) that has notified Borrower in writing that it will terminate, cancel, reject and/or not renew its applicable Lease

or “go dark” or vacate all or substantially all of its leased space within the successive 12 month period, unless such Tenant

is an investment-grade Tenant, in which case rental income shall be included calculated on a pro-rata basis based on the actual rental

payments remaining for the next successive 12 month period pursuant to the applicable Lease; (v) whose Lease is not in full force

and effect; (vi) whose tenancy at the Retail Space is month-to-month, unless such month-to-month Tenant has demonstrated to the reasonable

satisfaction of Lender that they intend to continue such Lease; and (vii) which expires within 90 days or less of the applicable

date of calculation hereunder, and either (1) there is no exercisable option contained in the terms thereof or (2) the tenant

has not yet given notice of its exercise of any exercisable option contained therein, unless Lender determines in its reasonable discretion

that such Tenant intends to extend such Lease.

“Underwriting Adjustments (Multifamily)”

- shall mean adjustments made by Lender in its calculation of Underwritten Net Operating Income (Multifamily) and the components thereof,

in each case, based upon Lender standard underwriting criteria for transactions comparable to the Loan, which such adjustments shall include,

without limitation, adjustments for (i) items of a non-recurring nature; (ii) a credit/loss vacancy and collection loss allowance equal

to the greater of: (a) actual vacancy, and (b) 5% (the stabilized market vacancy underwritten by Lender as of the Effective Date based

on market vacancy rates), (iii) imminent increases or decreases in liabilities and expenses (including Taxes and/or Insurance Premiums),

(iv) management fees in excess of commercially reasonable fees and expenses, (v) insufficient replacement reserves, (vi) rental income

attributable to any Tenant under any residential Lease not paying rent under its Lease when due or otherwise in material default under

its Lease beyond any applicable notice and cure periods, and (vii) for future residential lease term commencement dates and rent concessions.

“Underwritten Net Operating

Income” – means the sum of Underwritten Net Operating Income (Commercial) plus Underwritten Net Operating Income

(Multifamily).

“Underwritten Net Operating

Income (Commercial)” - means the amount calculated by Lender on a monthly basis by which (a) Gross Income for any commercial

portion of the Property for the immediately succeeding twelve (12) calendar month period, exceeds (b) the greater of (i) actual

Operating Expenses incurred for the preceding twelve (12) calendar month period for such portion of the Property, or (ii) Permitted Operating

Expenses shown on the Approved Annual Budget for the immediately succeeding twelve (12) calendar month period for such portion of the

Property, all of which shall be subject to the application of the Underwriting Adjustments (Commercial) by Lender in its reasonable discretion.

Lender’s monthly calculation of Underwritten Net Operating Income (Commercial) (including determination of items that do not qualify

as Gross Income or Operating Expenses such portion of the Property) shall be calculated by Lender in good faith and shall be final absent

manifest error.

“Underwritten Net Operating

Income (Multifamily)” – means the amount calculated by Lender on a monthly basis by which: (a) Gross Income for the residential

portion of the Property for the immediately succeeding twelve (12) calendar month period, exceeds (b) the greater of: (i) actual

Operating Expenses for the residential portion of the Property incurred for the preceding twelve (12) calendar month period, or (ii) Permitted

Operating Expenses shown on the Approved Annual Budget for the immediately succeeding twelve (12) calendar month period for the residential

portion of the Property, all of which shall be subject to the application of the Underwriting Adjustments (Multifamily) by Lender in its

reasonable discretion. Lender’s monthly calculation of Underwritten Net Operating Income (Multifamily) (including determination

of items that do not qualify as Gross Income or Operating Expenses for such portion of the Property) shall be calculated by Lender in

good faith and shall be final absent manifest error.

“Work” – means

any work performed and to be paid from the disbursement from the Reserves.

Article

2. LOAN

2.1

LOAN(a).

(a)

Borrower is currently indebted to BREDS V US INVESTMENTS 2 L.L.C., a Delaware limited liability

company (“Original Lender”) in the original principal amount of $84,000,000.00 (the “Original Lender

Debt”). The Original Lender Debt is evidenced by that certain Amended and Restated Promissory Note dated

June 1, 2022, in the original principal amount of $84,000,000.00 (the “Original Lender Note”), executed by Borrower

in favor of DEUTSCHE BANK AG, NEW YORK BRANCH (“Deutsche”), as such Original Lender Note was assigned to Original Lender,

and has been secured by, inter alia, an Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture

Filing executed by Borrower in favor of Deutsche, dated June 1, 2022, recorded as Instrument No. 118200871, in the Official Records of

Broward County, Florida, as assigned by Deutsche to Original Lender pursuant to that certain Assignment of Mortgage dated November 18,

2024, and recorded as Instrument No. 119913684, in the Official Records of Broward County, Florida (collectively, the “Original

Lender Mortgage”).

(b)

Subject to the terms of this Agreement, Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the

principal sum of up to Sixty-Nine Million and No/100 Dollars ($69,000,000.00); said sum to be evidenced by the Note. This Loan is not

a revolving credit line, and no payments or credits shall increase the maximum amount of advances available from the Loan.

(c)

Borrower represents and warrants to Lender that (i) as of the Effective Date, Borrower owes principal of $73,625,000.00

on the Original Lender Debt; (ii) Borrower has no defenses, counterclaims or setoffs, or any rights therefor, to its obligations to pay

the Original Lender Debt or to perform pursuant to the terms of the Original Lender Note and the Original Lender Mortgage; (iii) the

Original Lender Note and the Original Lender Mortgage are legal, valid and binding obligations of Borrower which have been enforceable

by Original Lender (and, after being amended and restated, will be enforceable by Lender) against Borrower in accordance

with their terms and the

Original Lender Mortgage constitutes a first-priority lien on the Property. Borrower hereby irrevocably waives any defense, counterclaim

or setoff, or any rights therefor, that it may have had to its obligations to pay the Original Lender Debt or to perform pursuant to the

terms of the Original Lender Note and the Original Lender Mortgage and agrees that Lender shall have, with respect to the Original Lender

Note (notwithstanding any possible deficiency in its assignment by Original Lender to Lender), all the rights of the holder in due course

under Article 3 of Florida's Uniform Commercial Code. Borrower acknowledges and recognizes Lender as the owner and holder of the Original

Lender Note and the Original Lender Mortgage and the Original Lender Debt (irrespective of any possible defect in any assignment thereof

to Lender.

2.2

PURPOSE. Amounts disbursed to or on behalf of Borrower pursuant to the Note shall be

used for the refinance of the Property and the payment of related costs and expenses and for such other purposes and uses as may be permitted

under this Agreement and the other Loan Documents.

2.3

INTEREST RATE AND DEFAULT RATE. The Principal Balance of the Note outstanding

at the close of each day shall bear interest at the Contract Rate or the Default Rate (as each term is defined in the Note), as applicable,

and in accordance with all terms and conditions set forth therein.

2.4

TERMS OF PAYMENT. The Loan shall be repaid in accordance with the terms of this

Agreement and the Note.

2.5

EXIT FEE. Borrower shall be obligated to pay an exit fee to Lender (the “Exit

Fee”) upon repayment in full of the Note or the acceleration or maturity thereof in accordance with the terms of any of the Loan

Documents, in an amount equal to $690,000.00 (1.00%) of the total amount of the Loan, whether disbursed or undisbursed). In furtherance

of the foregoing, Borrower expressly acknowledges and agrees that (i) Lender shall have no obligation to accept any payment in full

of the Note unless and until Borrower shall have complied with this Section 2.5, and (ii) Lender shall have no obligation to release

any Loan Document upon payment of the Note unless and until Lender shall have received the Exit Fee then due and payable. Borrower expressly

acknowledges and agrees that the Exit Fee shall constitute additional consideration for the Loan. Notwithstanding the foregoing, Lender

hereby agrees that the Exit Fee shall be waived and no longer due and payable if the source of payment for the Debt is a new Loan made

by Lender (or an Affiliate thereof).

2.6

PREPAYMENT. The Principal Balance of the Note may be prepaid, in whole or in part (in

increments of not less than $100,000.00, unless the remaining Principal Balance is less than $100,000.00), upon the satisfaction of the

following: (i) Borrower shall deliver not less than ten (10) days prior written notice to Lender (or such shorter period of time as may

be permitted by Lender) specifying the date on which prepayment is to be made (the “Prepayment Date”); provided that Borrower

may revoke such notice in its discretion; (ii) Borrower shall make payment of accrued interest to and including the Prepayment Date;

(iii) in the event the Prepayment Date occurs on or before July 24, 2028 (the period of time from the Effective Date through such date

being the “Prepayment Period”), which prepayment occurring during the Prepayment Period may be in whole or in part, Borrower

shall make payment to Lender of the applicable Prepayment Fee (as defined below); provided that no Prepayment Fee shall be due by Borrower

for prepayment of the Loan in connection with application of casualty insurance or condemnation proceeds by or with the consent of Lender

in reduction of the Loan; and (iv) Borrower shall make payment of all other sums then due under this Note, the

Security Instrument and

the other Loan Documents to the extent then payable. If any such notice of prepayment is given, the principal amount set forth in such

notice and the other sums required under this paragraph shall be due and payable on the Prepayment Date; provided, however, that Borrower

may revoke any such prepayment election on or before the Prepayment Date by written notice to Lender. As used herein, the “Prepayment

Fee”, being calculated as a percentage of either the then outstanding Principal Balance of the Loan (for prepayments in full) or

the amount prepaid (for prepayments in part) at the time of prepayment (in either case, the “Prepayment Amount”) in accordance

with the following calculation: the Contract Rate in effect for the month in which the Prepayment

Date occurs divided by 12 months, divided by 30 days (i.e. to obtain a per diem rate of interest), multiplied

by the remaining days in the Prepayment Period following the Prepayment Date, multiplied by the

Prepayment Amount, equals the Prepayment Fee, without duplication for any interest previously paid.

2.7

GRANT OF SECURITY INTEREST IN REAL PROPERTY. The Note shall be secured, in part, by

the Security Instrument encumbering the Property and improvements as described therein.

2.8

GRANT OF SECURITY INTEREST IN ACCOUNTS AND RESERVES; APPLICATIONS OF FUNDS. As security

for payment of the Loan and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower,

as debtor, hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest

in and to all Reserves, the Restricted Account, the Cash Management Account, the Reserve Accounts and all other Accounts. Borrower shall

not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the Reserves,

the Restricted Account, the Cash Management Account, the Reserve Accounts any other Accounts, or permit any lien to attach thereto, or

any levy to be made thereon, or any UCC Financing Statements to be filed thereon, except those naming Lender as the secured party, to

be filed with respect thereto, except as may be expressly provided in the Mezzanine Loan Documents. This Agreement is, among other things,

intended by the parties to be a security agreement for purposes of the UCC. If an Event of Default has occurred and continues beyond

any applicable cure periods, Lender may apply all or any part of the Reserves and/or other Account Funds against the amounts outstanding

under the Loan in any order and in any manner as Lender shall elect in Lender’s sole discretion without seeking the appointment

of a receiver and without adversely affecting the rights of Lender to foreclose the liens and security interests securing the Loan or

exercise its other rights under the Loan Documents. The Reserves and other Account Funds shall not constitute trust funds and may be

commingled with other monies held by Lender. All interest which accrues on the Reserves and other Account Funds shall be at a rate established

by Lender or the institution that is acting as depository with respect to the Account, which may or may not be the highest rate then

available, shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same

manner and under the same conditions as the principal sum on which said interest accrued. Upon satisfaction and repayment in full of

Borrower’s obligations under the Loan Documents (including, without limitation, payment of any applicable Exit Fee and Prepayment

Fee), all remaining funds held in the Accounts, all remaining Reserves and other Account Funds, if any, shall be (i) delivered to Mezzanine

Lender if any portion of the Mezzanine Loan remains outstanding, and (ii) if the Mezzanine Loan has been repaid in full, shall be disbursed

to Borrower within ten (10) Business Days unless such amounts have been credited (at Lender’s reasonable discretion) to the satisfaction

of Borrower’s obligations under the Loan Documents.

2.9

DEPOSITS; FEES.

(a)

Prior to the Effective Date, Borrower has paid to Lender a good faith deposit in immediately

available funds in the amount of $80,000.00 (the “Good Faith Deposit”), consisting of: (i) a fully earned, non-refundable

underwriting fee in the aggregate amount of $20,000.00 and (ii) a costs and expenses deposit in the aggregate amount of $60,000.00. Lender

is authorized to utilize the Good Faith Deposit to pay for all reasonable due diligence expenses, third-party reports, including but not

limited to engineer, environmental, and appraisals, as well as reasonable out-of-pocket legal fees and expenses, underwriting costs, and

to apply any remaining portion of the Good Faith Deposit against the Origination Fee (as defined below) as of the closing of the Loan.

(b)

On the Effective Date and as a condition precedent to the effectiveness of this Agreement,

Borrower shall pay to Lender a fully earned, non-refundable origination fee in immediately available funds in the amount of $690,000.00

(1.00% of the total Loan) (the “Origination Fee”).

2.10

LOAN DOCUMENTS. Borrower shall deliver to Lender concurrently with this Agreement each

of the documents, each properly executed and in recordable form, as applicable, described in Exhibit B as Loan Documents.

2.11

EFFECTIVE DATE. The Loan Documents shall become effective on the Effective Date.

2.12

FULL REPAYMENT AND RECONVEYANCE, SATISFACTION OR RELEASE. Upon receipt of all sums owing

and outstanding under the Loan Documents (including, without limitation, payment of any applicable Exit Fee and Prepayment Fee), and the

full performance of all other obligations secured by the Security Instrument, Lender shall reconvey, satisfy or release the Property from

the Lien of the Security Instrument and terminate any assignment of leases and rents or UCC financing statements related to the Collateral;

provided, however, that all of the following conditions shall be satisfied at the time of, and with respect to, such reconveyance, satisfaction

or release: Lender shall have received all escrow, closing and recording costs, the costs of preparing and delivering such reconveyance,

satisfaction or release, the payment of any and all sums then due and payable under the Loan Documents, and the full payment and performance

of all other obligations secured by the Security Instrument, including, without limitation, those set forth in the Note and the Security

Instrument. Lender’s obligation to make further disbursements under the Loan shall terminate as to any portion of the Loan undisbursed

as of the date of issuance of such reconveyance, satisfaction or release, and any commitment of Lender to lend any undisbursed portion

of the Loan shall be cancelled. Upon request from Borrower, at Borrower’s sole cost and expense, Lender agrees to assign the Note

and the Security Instrument to any future lender of Borrower’s choosing upon repayment of the Debt.

2.13

FIRST OPTION TO EXTEND. Borrower shall have the option to extend (“First Option

to Extend”) the term of the Loan from the Original Maturity Date to the First Extended Maturity Date, upon satisfaction of each

and every one of the following conditions precedent (unless otherwise waived by Lender in its sole discretion):

(a)

Borrower shall provide Lender with written notice of Borrower’s request to exercise

the First Option to Extend substantially in the form attached hereto as Exhibit C not less than sixty (60) days prior to the Original

Maturity Date.

(b)

As of the date of Borrower’s delivery of notice of request to exercise the First Option

to Extend, and as of the Original Maturity Date, no Event of Default or Mezzanine Event of Default shall have occurred and be continuing

beyond any applicable cure periods and Borrower shall so certify in writing if requested by Lender.

(c)

Borrower shall execute or cause the execution of all documents reasonably required by Lender

in a form reasonably satisfactory to Borrower and Lender to exercise the First Option to Extend.

(d)

Lender shall have received evidence that, to the extent the Mezzanine Loan is then outstanding, the Mezzanine Loan is paid

off (if permitted under the terms hereof and thereof) or shall have been or will simultaneously be extended to a date that is no earlier

than the First Extended Maturity Date.

(e)

If requested by Lender, at Borrower’s sole cost and expense, the issuance by the Title

Company to Lender (or the receipt of Title Company’s irrevocable written commitment to issue to Lender) of any title endorsement

reasonably deemed necessary by Lender for attachment to the Title Policy insuring the priority and validity of the Security Instrument

(to the extent available in the State of Florida).

(f)

Lender shall have determined that the outstanding Principal Balance of the Loan and Mezzanine Loan (in the aggregate) as

a percentage of the as-is fair market value of the Property (“Loan-to-Value Percentage”) as of the Original Maturity

Date does not exceed 80.00%. To the extent Lender determines that the Loan-to-Value Percentage exceeds 80.00% as of the Original Maturity

Date, Lender may or, at the request of Borrower, shall order, at Borrower’s expense, a written appraisal prepared by an M.A.I.

appraiser approved by Lender in its reasonable discretion in conformance with the requirements of FIRREA, as well as any other applicable

rules and/or regulations from any and any applicable Governmental Authority (“Approved Appraisal”), confirming to

the reasonable satisfaction of Lender that the Loan-to-Value Percentage does not exceed 80.00%. Provided, however, in the event such

fair market value is not adequate to meet the required Loan-to-Value Percentage of 80.00%, then Borrower may pay down the outstanding

Principal Balance of the Loan and Mezzanine Loan (to be applied to each respective loan on a pro rata basis as calculated by Lender in

its reasonable discretion) by an amount such that said Loan-to-Value Percentage requirement may be met. The valuation date of any Approved

Appraisal delivered in connection with the First Option to Extend shall be within ninety (90) days of the Original Maturity Date.

(g)

Borrower shall have entered into an (or extended the then-existing) Interest Rate Cap Agreement (or Substitute IRPA pursuant

to the terms and conditions of Section 9.21 below, if applicable) which such Interest Rate Cap Agreement shall cap the Term SOFR

Rate at a strike price equal to or less than 4.50% (unless a higher strike price is approved by Lender in its sole discretion) during

the period from the Original Maturity Date through the First Extended Maturity Date. As security

for payment of the Loan and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower,

as debtor, hereby pledges and assigns to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest

in and to any Interest Rate Cap Agreement and agrees to enter into any documentation or take such other action reasonably requested by

Lender to establish, protect, perfect or enforce any such security interest granted to Lender pursuant to this Section.

(h)

Borrower shall have delivered evidence satisfactory to Lender that as of the Original Maturity Date the Property has achieved

a Debt Yield Ratio of at least 6.75%, as reasonably calculated by Lender; provided, however, in the event such required minimum Debt Yield

Ratio is not achieved, then Borrower may pay down the outstanding Principal Balance of the Loan and Mezzanine Loan (to be applied to each

respective loan on a pro rata basis as calculated by Lender in its reasonable discretion) such that said

minimum Debt Yield Ratio is met as calculated by Lender in Lender’s reasonable discretion

(unless otherwise waived by Lender in its sole discretion).

(i)

On or before the Original Maturity Date, Borrower shall pay to Lender an extension fee in

the amount of $172,500.00 (0.25% of the total Loan amount).

2.14

SECOND OPTION TO EXTEND. If Borrower shall have exercised the First Option to Extend

and the Original Maturity Date of the Note shall have been extended in accordance with the terms and provisions of this Agreement, Borrower

shall have the option to further extend the term of the Loan (“Second Option to Extend”) from the First Extended Maturity

Date to the Second Extended Maturity Date, upon satisfaction of each and every one of the following conditions precedent (unless otherwise

waived by Lender in its discretion):

(a)

Borrower shall provide Lender with written notice of Borrower’s request to exercise

the Second Option to Extend substantially in the form attached hereto as Exhibit C not less than sixty (60) days prior to the First

Extended Maturity Date.

(b)

As of the date of Borrower’s delivery of notice of request to exercise the Second

Option to Extend, and as of the First Extended Maturity Date, no Event of Default or Mezzanine Event of Default shall have occurred and

be continuing beyond any applicable cure periods and Borrower shall so certify in writing if requested by Lender.

(c)

Borrower shall execute or cause the execution of all documents reasonably required by Lender

in a form reasonably satisfactory to Borrower and Lender to exercise the Second Option to Extend.

(d)

Lender shall have received evidence that, to the extent the Mezzanine Loan is then outstanding, the Mezzanine Loan is paid

off (if permitted under the terms hereof and thereof) or shall have been or will simultaneously be extended to a date that is no earlier

than the Second Extended Maturity Date.

(e)

If requested by Lender, at Borrower’s sole cost and expense, the issuance by the Title

Company to Lender (or the receipt of Title Company’s irrevocable written commitment to issue to Lender) of any title endorsement

reasonably deemed necessary by Lender for attachment to the Title Policy insuring the priority and validity of the Security Instrument

(to the extent available in the State of Florida).

(f)

Lender shall have determined that Loan-to-Value Percentage as of the First Extended Maturity Date does not exceed 75.00%.

To the extent Lender determines that the Loan-to-Value Percentage exceeds 75.00% as of the First Extended Maturity Date, Borrower may

deliver to Lender at Borrower’s expense an Approved Appraisal confirming to the reasonable satisfaction of Lender that the Loan-to-Value

Percentage does not exceed 75.00%. Provided, however, in the event such fair market value is not adequate to meet the required Loan-to-Value

Percentage, then Borrower may pay down the outstanding Principal Balance of the Loan and Mezzanine Loan (to be applied to each respective

loan on a pro rata basis as calculated by Lender in its reasonable discretion) by an amount such that said Loan-to-Value Percentage requirement

may be met. The valuation date of any Approved Appraisal delivered in connection with the Second Option to Extend shall be within ninety

(90) days of the First Extended Maturity Date.

(g)

Borrower shall have entered into an (or extended the then-existing) Interest Rate Cap Agreement (or Substitute IRPA pursuant

to the terms and conditions of Section 9.21 below, if applicable) which such Interest Rate Cap Agreement shall cap the Term SOFR

Rate at a strike price equal to or less than 4.50% (unless a higher strike price is approved by Lender in its sole discretion) during

the period from the First Extended Maturity Date through the Second Extended Maturity Date. As security for payment of the Loan and the

performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower, as debtor, hereby pledges and assigns

to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to any Interest Rate Cap

Agreement and agrees to enter into any documentation or take such other action reasonably requested by Lender to establish, protect, perfect

or enforce any such security interest granted to Lender pursuant to this Section.

(h)

Borrower shall have delivered evidence satisfactory to Lender that as of the First Extended Maturity Date the Property has

achieved a Debt Yield Ratio of at least 7.00%, as reasonably calculated by Lender; provided, however, in the event such required minimum

Debt Yield Ratio is not achieved, then Borrower may pay down the outstanding Principal Balance of the Loan and Mezzanine Loan (to be applied

to each respective loan on a pro rata basis as calculated by Lender in its reasonable discretion) such

that said minimum Debt Yield Ratio is met as calculated by Lender in Lender’s reasonable

discretion (unless otherwise waived by Lender in its sole discretion).

(i)

On or before the First Extended Maturity Date, Borrower shall pay to Lender an extension

fee in the amount of $172,500.00 (0.25% of the total Loan amount).

2.15

THIRD OPTION TO EXTEND. If Borrower shall have exercised the Second Option to Extend

and the First Extended Maturity Date of the Note shall have been extended in accordance with the terms and provisions of this Agreement,

Borrower shall have the option to further extend the term of the Loan (“Third Option to Extend”) from the Second Extended

Maturity Date to the Third Extended Maturity Date, upon satisfaction of each and every one of the following conditions precedent (unless

otherwise waived by Lender in its discretion):

(a)

Borrower shall provide Lender with written notice of Borrower’s request to exercise

the Third Option to Extend substantially in the form attached hereto as Exhibit C not less than sixty (60) days prior to the Second

Extended Maturity Date.

(b)

As of the date of Borrower’s delivery of notice of request to exercise the Third Option

to Extend, and as of the Second Extended Maturity Date, no Event of Default or Mezzanine Event of Default shall have occurred and be continuing

beyond any applicable cure periods and Borrower shall so certify in writing if requested by Lender.

(c)

Borrower shall execute or cause the execution of all documents reasonably required by Lender

in a form reasonably satisfactory to Borrower and Lender to exercise the Third Option to Extend.

(d)

Lender shall have received evidence that, to the extent the Mezzanine Loan is then outstanding, the Mezzanine Loan is paid

off (if permitted under the terms hereof and thereof) or shall have been or will simultaneously be extended to a date that is no earlier

than the Third Extended Maturity Date.

(e)

If requested by Lender, at Borrower’s sole cost and expense, the issuance by the Title

Company to Lender (or the receipt of Title Company’s irrevocable written commitment to issue to Lender) of any title endorsement

reasonably deemed necessary by Lender for attachment to the Title Policy insuring the priority and validity of the Security Instrument

(to the extent available in the State of Florida).

(f)

Lender shall have determined that Loan-to-Value Percentage as of the Second Extended Maturity Date does not exceed 70.00%.

To the extent Lender determines that the Loan-to-Value Percentage exceeds 70.00% as of the Second Extended Maturity Date, Borrower may

deliver to Lender at Borrower’s expense an Approved Appraisal confirming to the reasonable satisfaction of Lender that the Loan-to-Value

Percentage does not exceed 70.00%. Provided, however, in the event such fair market value is not adequate to meet the required Loan-to-Value

Percentage, then Borrower may pay down the outstanding Principal Balance of the Loan and Mezzanine Loan (to be applied to each respective

loan on a pro rata basis as calculated by Lender in its reasonable discretion) by an amount such that said Loan-to-Value Percentage requirement

may be met. The valuation date of any Approved Appraisal delivered in connection with the Third Option to Extend shall be within ninety

(90) days of the Second Extended Maturity Date.

(g)

Borrower shall have entered into an (or extended the then-existing) Interest Rate Cap Agreement (or Substitute IRPA pursuant

to the terms and conditions of Section 9.21 below, if applicable) which such Interest Rate Cap Agreement shall cap the Term SOFR

Rate at a strike price equal to or less than 4.50% (unless a higher strike price is approved by Lender in its sole discretion) during

the period from the Second Extended Maturity Date through the Third Extended Maturity Date. As security for payment of the Loan and the

performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower, as debtor, hereby pledges and assigns

to Lender, and grants to Lender a security interest in, all Borrower’s right, title and interest in and to any Interest Rate Cap

Agreement and agrees to enter into any documentation or take such other action reasonably requested by Lender to establish, protect, perfect

or enforce any such security interest granted to Lender pursuant to this Section.

(h)

Borrower shall have delivered evidence satisfactory to Lender that as of the Second Extended Maturity Date the Property

has achieved a Debt Yield Ratio of at least 7.25%, as reasonably calculated by Lender; provided, however, in the event such required minimum

Debt Yield Ratio is not achieved, then Borrower may pay down the outstanding Principal Balance of the Loan and Mezzanine Loan (to be applied

to each respective loan on a pro rata basis as calculated by Lender in its reasonable discretion) such

that said minimum Debt Yield Ratio is met as calculated by Lender in Lender’s reasonable

discretion (unless otherwise waived by Lender in its sole discretion).

(i)

On or before the Second Extended Maturity Date, Borrower shall pay to Lender an extension

fee in the amount of $172,500.00 (0.25% of the total Loan amount).

Article

3. DISBURSEMENT and reserves

3.1

CONDITIONS PRECEDENT.

(a)

Lender’s obligation to make the Loan on the Effective Date shall be subject at all

times to the satisfaction or waiver of each and every one of the following conditions precedent on or prior to the Effective Date:

(i)

No Defaults. There shall exist no Event of Default shall occur upon Lender’s making of the Loan.

(ii)

Documents. Receipt and approval by Lender of an executed original of this Agreement, each of the Loan Documents,

and any and all other documents, instruments, policies and forms of evidence or other materials which are required pursuant to this Agreement

or any of the other Loan Documents, each in form and content reasonably acceptable to Lender.

(iii)

Security Instrument. The Security Instrument is (or will be upon the proper recording thereof by the Title Company)

a valid lien upon the Property and is prior and superior to all other liens and encumbrances thereon except the Permitted Encumbrances.

(iv)

Representations and Warranties. The representations and warranties contained in this Agreement are true and correct

in all material respects.

(v)

Borrower Cost Basis. Borrower represents and warrants to Lender as of the Effective Date that Borrower’s

cost-basis in the Property is equal to or greater than $158,000,000.00 as of the Effective Date.

(vi)

Underwritten Net Operating Income. Borrower represents and warrants to Lender as of the Effective Date that

Borrower has calculated the Underwritten Net Operating Income of the Property to be equal to or greater

than $4,150,000.00 in accordance with the terms and conditions of this Agreement.

(vii)

Organizational Documents; Good Standing. Lender shall have received: (a) copies of all the organizational documents

for Borrower and any other related entity reasonably requested by Lender, (b) a resolution authorizing the Loan and execution and delivery

of the Loan Documents, in form and substance reasonably acceptable to Lender, and (c) evidence that Borrower and any other entity reasonably

required by Lender, is in good standing in its state of formation and states where it conducts business.

(viii)

Leases; Material Agreements. Lender shall have received true, correct and complete copies of all commercial Leases

(if any) and all Material Agreements within Borrower’s possession and control.

(ix)

Lien Search Reports and Know Your Customer Information. Lender shall have received satisfactory reports of Uniform

Commercial Code, tax lien, bankruptcy and judgment searches and any additional required know-you-customer information/reports conducted

by a search firm acceptable to Lender with respect to the Property, Borrower and Guarantor (including Borrower’s immediate predecessor,

if any), and any additional related Persons, such searches to be conducted in such locations as Lender shall have requested.

(x)

Transaction Costs. Borrower shall have paid all transaction costs (or provided for the direct payment of such transaction

costs by Lender from the proceeds of the Loan).

(xi)

Insurance. Lender shall have received certificates of insurance for casualty insurance demonstrating insurance coverage

in respect of the Property of types, in amounts, with insurers and otherwise in compliance with the terms, provisions and conditions set

forth in this Agreement.

(xii)

Title. Lender shall have received a marked, signed commitment to issue, or a pro-forma version of, a Title Policy

in respect of the Property, listing only Permitted Encumbrances. If the Title Policy is to be issued by, or if disbursement of the proceeds

of the Loan are to be made through, an agent of the actual insurer under the Title Policy (as opposed to the insurer itself), the actual

insurer shall have issued to Lender for Lender’s benefit a so-called “Insured Closing Letter.”

(xiii)

Qualified Survey. Lender shall have received a Qualified Survey with respect to the Property.

(xiv)

Zoning. Lender shall have received evidence satisfactory to Lender that the Property is in compliance with all applicable

zoning requirements, or if not in compliance, is considered to be legal, non-conforming (including a zoning report, a zoning endorsement

if obtainable and a letter from the applicable municipality if obtainable). To the extent the Property is considered to be legal, non-conforming,

Borrower shall have delivered evidence of ordinance and law insurance coverage for the Property reasonably satisfactory to Lender and

to the extent available to Borrower at commercially reasonable rates.

(xv)

Permits; Certificate of Occupancy. Lender shall have received a copy of all permits necessary for the use and operation

of the Property and any existing certificate(s) of occupancy, if required, for the Property.

(xvi)

Environmental Report. Lender shall have received the Environmental Report with respect to the Property in form and

substance reasonably satisfactory to Lender which have been prepared within the six (6) months prior to the Effective Date, and that disclose

no material environmental conditions with respect to the Property.

(xvii)

Flood Certifications. Lender shall have received flood certifications and evidence of flood insurance with respect

to the Property, if it is located in a community that participates in the National Flood Insurance Program, in each case in compliance

with any applicable regulations of the Board of Governors of the United States Federal Reserve System, in form and substance satisfactory

to Lender.

(xviii)

Consents, Licenses, Approvals, etc. Lender shall have received copies of all consents, licenses and approvals, if

any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan

Documents, and such consents, licenses and approvals shall be in full force and effect.

(xix)

Financial Information. Lender shall have received financial information relating to Borrower, Guarantor and the Property

that accurately reflects the financial positions of Borrower, Guarantor and the Property in all material respects.

(xx)

Opinions. Borrower has delivered to Lender, at Borrower’s expense, the opinions of legal counsel required by

Lender in its reasonable discretion.

(xxi)

Additional Matters. Lender shall have received such other certificates, documents and instruments relating to the

Loan as may have been reasonably requested by Lender. All corporate and other proceedings, all other documents (including all documents

referred to in this Agreement and not appearing as exhibits to this Agreement) and all legal matters in connection with the Loan shall

be reasonably satisfactory in form and substance to Lender.

(xxii)

Stub Interest. Borrower shall make a payment to Lender of any stub interest required pursuant to the terms of the

Note.

(xxiii)

Mezzanine Loan. Borrower shall have delivered to Lender true, correct and complete copies of all of the Mezzanine

Loan Documents.

3.2

PLEDGE AND ASSIGNMENT AND DISBURSEMENT AUTHORIZATION. The proceeds of the Loan, when

qualified for disbursement, shall be disbursed to or for the benefit or account of Borrower in accordance with the Loan Documents. As

additional security for Borrower’s performance under the Loan Documents, Borrower hereby irrevocably pledges and assigns to Lender

all monies at any time deposited in the Reserves and other Account Funds.

3.3

DISBURSEMENTS. Borrower hereby authorizes Lender to disburse the proceeds of the Loan

made by Lender or its Affiliate, and if applicable, funds in any Reserves, in accordance with the terms of the Loan Documents.

3.4

INTENTIONALLY OMITTED.

3.5

INTENTIONALLY OMITTED.

3.6

INTEREST AND CARRY RESERVE. Upon closing of the Loan, a total of $500,000.00 (the “Initial Carry Reserve Deposit”)

shall be deposited into an Eligible Account held by Lender or Servicer as a reserve for the payment of Debt Service, Capital Expenditures

Reserve Monthly Deposits, Monthly Tax Deposits, Monthly Insurance Deposits, and/or Operating Expenses (collectively, the “Interest

and Carry Reserve Account”). Amounts deposited into the Interest and Carry Reserve Account pursuant to this Section 3.6

are referred to herein as the “Interest and Carry Reserve Funds”.

(a)

Provided (i) no Event of Default has occurred and is continuing, and (ii) no Cash

Sweep Period then exists, the Borrower may request on a monthly basis that a disbursement be made from the Interest and Carry Reserve

Account for the difference between (A) the total of the Debt Service payments on the Loan (net of any payments made to Borrower

pursuant to any “in-the-money” Interest Rate Cap Agreement), Capital Expenditures Reserve Monthly Deposits, Monthly Tax

Deposit, Monthly Insurance Deposit, and actual Operating Expenses paid by the Borrower in the immediately preceding month, and

(B) the total revenue from the Property for the immediately preceding month as detailed in the applicable Monthly Operating Report

delivered to Lender by Borrower for the applicable month (“Carry Cost Payment Deficiency”). Provided

Borrower delivers documentation reasonably satisfactory to Lender to evidence any such Carry Cost Payment Deficiency, Lender shall promptly

disburse to Borrower the applicable Carry Cost Payment Deficiency. For the sake of clarity, a Cash Sweep

Period shall be in effect as of the Effective Date.

(b)

Provided (i) no Event of Default has occurred and is continuing, but (ii) a Cash Sweep Period then exists, then Lender shall

disburse directly to Lender any Interest and Carry Reserve Funds on deposit in the Interest and Carry

Reserve Account on each Monthly Payment Date as necessary to satisfy any applicable Debt Service payments on the Loan, Capital

Expenditures Reserve Monthly Deposits, Monthly Tax Deposits, and Monthly Insurance

Deposits or to fund any Permitted Operating Expenses that are not otherwise funded from the Cash Management Account, in each case in the

priority set forth in Section 4.1(c).

(c)

If at any time Lender reasonably determines that the amounts on deposit in the Interest and Carry Reserve Account are insufficient

to cover the projected Carry Cost Payment Deficiency for the next successive six (6) calendar months, as calculated by Lender in its reasonable

discretion, then Borrower shall deposit an amount reasonably determined by Lender to be sufficient to restore such six (6) calendar months

buffer into the Interest and Carry Reserve Account not more than fifteen (15) Business Days after Borrower’s receipt of Lender’s

written demand thereof (such amount, the “Interest and Carry Reserve Replenishment Deposit”). The failure of Borrower

to deposit such funds as required pursuant to the preceding sentence shall constitute an Event of Default hereunder. Notwithstanding the

foregoing, Borrower shall have no obligation to make any Interest and Carry Reserve Replenishment Deposit prior to the earlier of the

following: (i) February 7, 2027, and (ii) the date that the Replenishment Deposit is made by Borrower pursuant to the terms of Section

3.8(a) below.

(d)

The Borrower hereby acknowledges and agrees that, except as expressly provided herein, the Borrower shall not have access

to the funds in the Interest and Carry Reserve Account. Upon the occurrence and during the continuance of an Event of Default, Lender

may disburse any amounts in the Interest and Carry Reserve Account in its sole discretion to the payment of the Loan.

3.7

CAPITAL EXPENDITURES RESERVE. Upon closing of the Loan, a total of $0.00 shall be deposited into an Eligible

Account held by Lender or Servicer (the “Capital Expenditures Reserve Account”) to pay for Capital Expenditures. Lender

shall not be required to disburse Capital Expenditure Reserve Funds (as hereinafter defined) more frequently than once per calendar month

(unless otherwise approved in Lender’s discretion) and in an amount less than $50,000 (unless otherwise approved in Lender’s

reasonable discretion):

(a)

On each regularly scheduled Monthly Payment Date commencing on September 7, 2026, Borrower shall deposit into the Capital

Expenditures Reserve Account an amount equal to $5,688.00 (each a “Capital Expenditures Reserve Monthly Deposit”) for

payment of Capital Expenditures. Amounts deposited pursuant to this Section 3.7 are referred

to herein as the “Capital Expenditure Reserve Funds”.

(b)

Lender shall disburse Capital Expenditure Reserve Funds only for Capital Expenditures and in accordance with the following

terms and conditions (unless otherwise waived by Lender in its sole discretion):

(i)

Borrower shall submit a request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests

such payment be made and specify the Capital Expenditures to be paid;

(ii)

On the date such request is received by Lender and on the date such payment is to be made, no Event of Default or Mezzanine Event

of Default shall exist;

(iii)

Lender shall have received and approved (unless otherwise waived by Lender in its sole discretion)

the following:

(A)

if (1) such Capital Expenditures are not included in the Approved Annual Budget, (2) if requested by Lender and (3) not otherwise

required to be provided to Lender by Borrower, an updated budget for any such Capital Expenditures;

(B)

if requested by Lender, with respect to any Capital Improvements involving an aggregate budgeted cost of more than $250,000.00,

copies of any construction contract and any plans and specifications for the Work related to any such Capital Improvements within Borrower’s

possession and control, if and to the extent such exist;

(C)

if requested by Lender, copies of all building permits and other authorizations (if any) from all

applicable government agencies as required for the completion of the Work related to any such Capital Improvements;

(D)

if required by Lender, for any Capital Improvements project involving an aggregate budgeted cost

of at least $500,000.00, an inspection report issued by an inspector selected and retained by Lender, the cost of which shall be paid

by Borrower, evidencing that all Work to date covered by the requested disbursement has been substantially completed in a workmanlike

manner and materially in accordance with applicable building codes;

(E)

if required by Lender, a title bring-down report issued by the Title Company with respect to the Property reasonably acceptable

to Lender;

(F)

a certificate (in form and substance reasonably acceptable to Lender which may take the form of email correspondence)

from Borrower (i) stating that any completed Capital Improvements at the Property to be funded by the requested disbursement of Capital

Expenditure Reserve Funds have been, or will be, completed in good and workmanlike manner and in accordance in all material respects

with all applicable federal, state and local laws, rules and regulations in all material respects and (ii) stating the Cost Breakdown

related to any such Capital Improvements showing all amounts disbursed to date and the amount of proceeds required to complete the Work,

(iii) identifying each Person (to the extent known by Borrower at the time such certification is furnished to Lender) that supplied,

or will supply, materials or labor in connection with the Capital

Improvements to be funded by the requested disbursement and (iv) stating that

each such Person has been paid in full or will be paid in full upon such disbursement for the amount then due and owing such Person and

requested to be funded by such disbursement, such certificate to be accompanied by partial or final lien waivers, as applicable, invoices

and/or other evidence of payment reasonably satisfactory to Lender and/or the Title Company which lien waivers may be conditioned on receipt

of payment if payment is to be made from the disbursement; and

(G)

such other evidence and documentation as Lender shall reasonably request.

(c)

Any undisbursed Capital Expenditure Reserve Funds shall be at all times equal to or greater than the amount which Lender

from time to time reasonably determines necessary to pay through completion the costs of the Work actually commenced by Borrower and then

under construction. If Lender determines in its reasonable discretion at any time during the construction

of such Work that the undisbursed Capital Expenditure Reserve Funds are insufficient for said purposes, Borrower will deposit the amount

of such deficiency into the Capital Expenditure Reserve Account not more than fifteen (15) Business Days after Borrower’s receipt

of Lender’s written demand, and until such deposit is made, Lender shall have no further obligation to make any disbursement from

the Capital Expenditures Reserve Account. The failure of Borrower to deposit such funds as required pursuant to the preceding sentence

shall constitute an Event of Default hereunder.

(d)

Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s

engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours and upon reasonable advance

notice to Borrower (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Improvements and all materials

being used in connection therewith and examine all plans and shop drawings within Borrower’s possession and control relating to

such Capital Improvements. Borrower shall use commercially reasonable efforts to cause all contractors and subcontractors to cooperate

with all reasonable requests of Lender or Lender’s representatives or such other Persons described above in connection with inspections

described herein.

3.8

LEASING RESERVE ACCOUNT. On the Effective Date, a total of $100,000.00 shall be deposited

into an Eligible Account held by Lender or Servicer (the “Leasing Reserve Account”) for TI Leasing Costs approved by Lender

in its reasonable discretion. Lender shall not be required to disburse Leasing Reserve Funds (as hereinafter defined) more frequently

than once per calendar month (unless otherwise approved in Lender’s discretion) and in an amount less than $50,000 (unless otherwise

approved in Lender’s discretion).

(a)

On or before the earlier to occur of (i) February 7, 2027, or (ii) the occurrence and continuance of an Event of Default,

Borrower shall deposit into the Leasing Reserve Account an amount equal to $475,000.00 (the “Replenishment Deposit”).

The failure of Borrower to make the Replenishment Deposit on or before February 7, 2027, shall constitute an Event of Default (such Event

of Default shall also be referred to as the “Replenishment Deposit Event of Default”).

(b)

Lender shall disburse Leasing Reserve Funds only for TI Leasing Costs and in accordance with the following terms and conditions

(unless otherwise waived by Lender in its sole discretion):

(i)

Borrower shall submit a request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests

such payment be made and specify the TI Leasing Costs to be paid;

(ii)

On the date such request is received by Lender and on the date such payment is to be made, no Event of Default or Mezzanine

Event of Default shall exist;

(iii)

The TI Leasing Costs relate to an Approved Lease for retail space at the Property;

(iv)

Lender shall have received and approved the following (unless otherwise waived by Lender in its sole discretion):

(A)

if requested by Lender and not otherwise required to be provided to Lender by Borrower, an updated budget for the Tenant Improvements

costs to be funded by such Advance to the extent the budget has changed since Lender approved the Lease, and/or a schedule of applicable

Leasing Commissions payments, as applicable;

(B)

if requested by Lender, with respect to any Tenant Improvements involving an aggregate budgeted cost of more than $250,000.00,

copies of any construction contract and any plans and specifications for the Work related to any such Tenant Improvements to be contracted

for, and performed by, Borrower, if and to the extent such exist;

(C)

if requested by Lender, copies of all building permits and other authorizations from government agencies as required for the completion

of the Work related to any such TI Leasing Costs;

(D)

if required by Lender, for any Tenant Improvements project involving an aggregate budgeted cost of at least $500,000.00, an inspection

report issued by an inspector selected and retained by Lender, the cost of which shall be paid by Borrower, evidencing that all Work to

date covered by the requested disbursement has been completed in a workmanlike manner and in accordance with applicable Legal Requirements;

(E)

if required by Lender, a title bring-down report issued by the Title Company with respect to the Property reasonably acceptable

to Lender;

(F)

a certificate (in form and substance reasonably acceptable to Lender which may take the form of email correspondence)

from Borrower (i) stating that any completed Tenant Improvements at the Property to be funded by the requested disbursement of Leasing

Reserve Funds have been, or will be, completed in

good and workmanlike manner and in accordance in all material respects with all applicable

federal, state and local laws, rules and regulations in all material respects and (ii) stating the Cost Breakdown related to any such

Tenant Improvements showing all amounts disbursed to date and the amount of proceeds required to complete the Work, (iii) identifying

each Person (to the extent known by Borrower at the time such certification is furnished to Lender) that supplied, or will supply, materials

or labor in connection with the Tenant Improvements to be funded by the requested disbursement and (iv) stating that each such Person

has been paid in full or will be paid in full upon such disbursement for the amount then due and owing such Person and requested to be

funded by such disbursement, such certificate to be accompanied by partial or final lien waivers, as applicable, invoices and/or other

evidence of payment reasonably satisfactory to Lender and/or the Title Company which lien waivers may be conditioned on receipt of payment

if payment is to be made from the disbursement; and

(v)

such other evidence and documentation as Lender shall reasonably request related to any such TI Leasing Costs.

(c)

Any undisbursed funds in the Leasing Reserve Account shall be at all times equal to or greater than the amount which Lender

reasonably determines is necessary to be funded by Lender to pay through completion the costs of the Work for Tenant Improvements then

actually commenced by Borrower and then under construction or otherwise reasonably necessary to complete any previously approved Tenant

Improvements not yet under construction but required pursuant to an Approved Lease that are to be funded with Leasing Reserve Funds pursuant

to this Section 3.8. If Lender reasonably determines at any time that the balance of the Leasing Reserve Account is insufficient

for said purposes, Borrower will deposit the amount of such deficiency into the Leasing Reserve Account not more than fifteen (15) Business

days after Lender’s written demand, and until such deposit is made, Lender shall have no further obligation to make any disbursement

from the Leasing Reserve Account. The failure of Borrower to deposit such funds as required pursuant to the preceding sentence shall constitute

an Event of Default hereunder.

(d)

Borrower shall permit Lender and Lender’s agents and representatives (including,

without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business

hours and upon reasonable advance notice to Borrower (subject to the rights of Tenants under their Leases) and following reasonable prior

notice to Borrower to inspect the progress of any Tenant Improvements and all materials being used in connection therewith and examine

all plans and shop drawings relating to such Tenant Improvements to the extent in Borrower’s possession and control. Borrower shall

use commercially reasonable efforts to cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives

or such other Persons described above in connection with inspections described in this Section.

3.9

INTENTIONALLY OMITTED.

3.10

TAX AND INSURANCE RESERVE. On the Effective Date, a deposit in an amount reasonably

required by Lender shall be deposited in an Eligible Accounts held by Lender or Servicer and hereinafter referred to as the “Tax

Account” and the “Insurance Account” to pay for Taxes and Insurance Premiums, respectively. In

addition, Borrower shall pay (or cause to be paid) to Lender on each Monthly Payment Date (a) one-twelfth of an amount which would be

sufficient (together with Borrower’s initial deposit for Taxes, to the extent not previously expended) to pay the Taxes payable,

or reasonably estimated by Lender to be payable, during the next ensuing twelve (12) months assuming that said Taxes are to be paid in

full on the Tax Payment Date (the “Monthly Tax Deposit”), each of which such deposits shall be held in the Tax Account, and

(b) one-twelfth of an amount which would be sufficient to pay the Insurance Premiums due for the renewal of the coverage afforded by the

policies of insurance required to be maintained by Borrower pursuant to the terms of this Agreement on the Insurance Payment Date (the

“Monthly Insurance Deposit”), each of which such deposits shall be held in the Insurance Account (amounts held in the Tax

Account and the Insurance Account are collectively herein referred to as the “Tax and Insurance Funds”). If, at any time,

Lender reasonably determines that amounts on deposit or scheduled to be deposited in (i) the Tax Account will be insufficient to pay all

applicable Taxes in full on the Tax Payment Date and/or (ii) the Insurance Account will be insufficient to pay all applicable Insurance

Premiums in full on the Insurance Payment Date, Borrower shall make a Balancing Payment into the applicable Reserve Accounts in an amount

which will be sufficient to make up such insufficiency, as reasonably determined by Lender. Borrower agrees to notify Lender promptly

of any changes to the amounts, schedules and instructions for payment of any Taxes and Insurance Premiums of which it has or obtains knowledge

and authorizes Lender or its agent to obtain the bills for Taxes directly from the appropriate taxing authority. Provided there are sufficient

amounts in the Tax Account and Insurance Account, respectively, and no Event of Default exists and is continuing, Lender shall be obligated

to pay the Taxes and Insurance Premiums as they become due on their respective due dates on behalf of Borrower by applying the Tax and

Insurance Funds to the payment of such Taxes and Insurance Premiums. Notwithstanding the foregoing, Borrower shall have no obligation

to make any deposit into the Insurance Account (including any Monthly Insurance Deposit) if Borrower has delivered evidence reasonably

acceptable to Lender that insurance required for the Property as detailed in Article 5 below are satisfied by blanket insurance policies

each approved by Lender in its sole discretion.

3.11

GENERAL.

(a)

Borrower shall pay to Lender all reasonable, out-of-pocket fees, costs and expenses actually paid or incurred by Lender

from time to time in connection with any request of Borrower for a disbursement of funds from the Reserves. Borrower authorizes Lender

to disburse directly to Lender, from the applicable Reserves or from funds to be disbursed to Borrower from the Reserves, such sums as

may be necessary, at any time and from time to time, to pay all such fees, costs and expenses. Nothing in this Article 3 shall

(a) make Lender responsible for making or completing any Capital Expenditures, Capital Improvements or Tenant Improvements; (b) make

Lender responsible for paying any Leasing Commissions; (c) require Lender to expend funds in addition to the funds in the applicable

Reserve to complete any Capital Improvements or Tenant Improvements; (d) obligate Lender to proceed with the Capital Improvements or

Tenant Improvements; or (e) obligate Lender to demand from Borrower additional sums to complete any Capital Improvements.

(b)

In the event Lender waives the requirement for Borrower to maintain any of the Reserve Accounts, Lender consents to Borrower

permitting the Mezzanine Borrower to establish and maintain (as applicable) such reserve accounts, as the case may be, that would operate

as provided in herein. In connection with the foregoing, Borrower further consents to Lender transferring any available balances in the

applicable Accounts to Mezzanine Lender. Borrower further (i) agrees that Lender shall be entitled to conclusively rely on Mezzanine Lender’s

assertion that it is entitled to such available balances and (ii) hereby releases Lender and indemnifies Lender against any losses that

may be incurred by Lender as a result of any Person claiming that Lender improperly remitted such available balances to Mezzanine Lender.

(c)

Borrower and Lender hereby agree and acknowledge that if (A) the Loan has been paid in full, (B) there are funds remaining

in any of the Reserve Accounts, and (C) the Mezzanine Loan (or any portion thereof) is outstanding, then Lender will not pay (or direct

to be paid) any such remaining funds to Borrower, but rather shall deliver such funds (or direct the same to be delivered, as applicable),

and Borrower hereby directs Lender to so deliver or cause to be delivered such funds, as a distribution permitted in accordance with applicable

law, within ten (10) days after the Loan has been paid in full, to Mezzanine Lender to be held and/or applied in accordance with the terms

of the Mezzanine Loan Documents.

Article

4. cash management PROVISIONS

4.1

CASH MANAGEMENT ACCOUNT.

(a)

Establishment of Certain Accounts:

(i)

As of the Effective Date, Borrower established an Eligible Account with the Depository Bank pursuant to the DACA-Restricted Account

Agreement (the “Restricted Account”) in the name of Borrower for the sole and exclusive benefit of Lender into which

Borrower shall thereafter deposit, or cause to be deposited, any and all revenues received by Borrower (or any third party) related to

the Property or any additional Collateral (including, for the sake of clarity, any payments made from any “in-the-money”

Interest Rate Cap Agreement). Pursuant to the DACA-Restricted Account Agreement, during the continuance

of a Cash Sweep Period, funds on deposit in the Restricted Account shall be transferred on each Business Day from the Restricted Account

to the Cash Management Account.

(ii)

Lender, on Borrower’s behalf, shall establish (i) an Eligible Account for the sole and exclusive benefit of Lender (the

“Cash Management Account”) and (ii) an Eligible Account into which amounts from the Cash Management Account shall

be deposited in accordance with Section 4.1(c)(iii) and (iv) below (the “Debt Service Account”).

(b)

Deposits into and Maintenance of Restricted Account.

(i)

Borrower covenants that from and after the date of the opening of the Restricted Account with the Depository Bank: (i) Borrower

shall, or shall cause Property Manager to, promptly deposit all revenue derived from the Property (or any additional Collateral, including

any payments on any Interest Rate Cap Agreement) received by Borrower or Property Manager, as the case may be, into the Restricted Account;

(ii) Borrower shall instruct Property Manager to promptly deposit (A) all revenue derived from the Property collected by Property

Manager, if any, pursuant to the Management Agreement (or otherwise) into the Restricted Account and (B) all funds otherwise payable

to Borrower by Property Manager pursuant to the Management Agreement (or otherwise in connection with the Property) into the Restricted

Account; and (iii) at Lender’s request, neither Borrower nor any other Person shall open any other such account with respect

to the direct deposit of income in connection with the Property. Until deposited into the Restricted Account, any rents and other revenues

from the Property held by Borrower shall be deemed to be collateral and shall be held in trust by it for the benefit, and as the property,

of Lender pursuant to the Security Instrument and shall not be commingled with any other funds or property of Borrower. Borrower warrants

and covenants that it shall not rescind, withdraw or change any notices or instructions required to be sent by it pursuant to this Section

4.1 without Lender’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

(ii)

Borrower hereby grants to Lender a first-priority security interest in the Restricted Account and all deposits at any time contained

therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security

interest in the Restricted Account. Borrower hereby authorizes Lender to file UCC Financing Statements and continuations thereof to perfect

Lender’s security interest in the Restricted Account and all deposits at any time contained therein and the proceeds thereof. All

costs and expenses for establishing and maintaining the Restricted Account (or any successor thereto) shall be paid by Borrower. All

monies now or hereafter deposited into the Restricted Account shall be deemed additional security for the Loan. Borrower shall pay all

sums due under and otherwise comply with the DACA-Restricted Account Agreement. Borrower shall not alter or modify either the Restricted

Account or the DACA-Restricted Account Agreement, in each case without the prior written consent of Lender, which consent shall not be

unreasonably withheld, conditioned, or delayed. The DACA-Restricted Account Agreement shall provide (and Borrower shall provide) Lender

online access to bank and other financial statements relating to the Restricted Account (including, without limitation, a listing of

the receipts being collected therein). In connection with any Secondary Market Transaction, Lender shall have the right to cause the

Restricted Account to be entitled with such other designation as Lender may select to reflect an assignment or transfer of Lender’s

rights and/or interests with respect to the Restricted Account. Lender shall provide Borrower with prompt written notice of any such

renaming of the Restricted Account. Borrower shall not further pledge, assign or grant any security interest in the Restricted Account

the monies deposited therein

or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC Financing Statements, except those naming

Lender as the secured party, to be filed with respect thereto. The Restricted Account (i) shall be an Eligible Account and (ii) shall

not be commingled with other monies held by Borrower. Upon (A) Depository Bank ceasing to be an Eligible Institution, (B) the

Restricted Account ceasing to be an Eligible Account, (C) any resignation by Depository Bank or termination of the DACA-Restricted

Account Agreement by Depository Bank or Lender and/or (D) the occurrence and during the continuance of an Event of Default, Borrower

shall, within thirty (30) days of Lender’s request, (1) terminate the existing DACA-Restricted Account Agreement, (2) appoint

a new Depository Bank (which such bank shall (I) be an Eligible Institution, and (II) be approved by Lender in its reasonable

discretion, (3) cause such bank to open a new Restricted Account (which such account shall be an Eligible Account) and enter into

a new DACA-Restricted Account Agreement with Lender on substantially the same terms and conditions as the previous DACA-Restricted Account

Agreement and (4) send notices required pursuant to the terms hereof relating to such new DACA-Restricted Account Agreement and Restricted

Account. Upon the occurrence and during the continuance of an Event of Default, Borrower constitutes and appoints Lender its true and

lawful attorney-in-fact with full power of substitution to complete or undertake any action required of Borrower under this Section

4.1 in the name of Borrower in the event Borrower fails to do the same. Such power of attorney shall be deemed to be a power coupled

with an interest and cannot be revoked.

(c)

Disbursements from the Cash Management Account. On each regular Monthly Payment Date

during the existence of a Cash Sweep Period, Lender or Servicer, as applicable, shall allocate all funds, if any, on deposit in the Cash

Management Account and disburse such funds in the following amounts and order of priority:

(i)

First, funds sufficient to pay the Monthly Tax Deposit due for the then applicable Monthly Payment Date, if any, shall be deposited

in the Tax Account as required under Section 3.10;

(ii)

Then, funds sufficient to pay the Monthly Insurance Deposit due for the then applicable Monthly Payment Date, if any, shall be

deposited in the Insurance Account as required under Section 3.10;

(iii)

Then, funds sufficient to pay any interest accruing at the Default Rate, if applicable, and late payment charges, if any, shall

be deposited into the Debt Service Account;

(iv)

Then, funds sufficient to pay the Debt Service due for the then applicable Monthly Payment Date, shall be deposited in the Debt

Service Account (and to the extent not applicable to funds deposited in item (iii) above);

(v)

Then, funds sufficient to pay any other amounts due and owing to Lender and/or Servicer pursuant to the terms hereof and/or of

the other Loan Documents, if any, shall be deposited with or as directed by Lender;

(vi)

Then, funds to the Borrower (or Property Manager) to fund the payment of reasonable and necessary Operating Expenses for the next

month pursuant to the Approved Annual Budget or Approved Extraordinary Expenses;

(vii)

Then, funds sufficient to pay the Capital Expenditures Reserve Monthly Deposit due for the then applicable Monthly Payment Date,

if any, shall be deposited in the Capital Expenditures Reserve Account as required under Section 3.7;

(viii)

Then, funds sufficient to make any Interest and Carry Reserve Replenishment Deposit then due as required pursuant to Section

3.6(c), if any, shall be deposited in the Interest and Carry Reserve Account;

(ix)

Then, funds sufficient to make any deposit then due into the Leasing Reserve Account as required pursuant to Section 3.8(c),

if any, shall be deposited in the Leasing Reserve Account;

(x)

Then, to the extent the aggregate funds disbursed to the Borrower (or Property Manager) for Operating Expenses pursuant

to Section 4.1(c)(vi) above for any six (6) consecutive month period is less than or greater than

the actual Operating Expenses for the Property for such six (6) month period

(as calculated by Lender in its reasonable discretion based on the Monthly Operating Reports), (A) funds to the Borrower (or Property

Manager) equal to any such deficiency, or (B) a reduction of funds to be disbursed to Borrower pursuant to Section 4.1(c)(vi) for

the then applicable Monthly Payment Date equal to any such excess; and;

(xi)

Then, unless an Event of Default shall have occurred and be continuing, funds sufficient to pay required debt service due and owing

to the Mezzanine Lender under the Mezzanine Loan Documents; and

(xii)

Lastly, all amounts remaining in the Cash Management Account after deposits and disbursements for items (i) through (xi) above

(“Excess Cash Flow”) shall, be deposited into an Eligible Account with Lender or Servicer (the “Excess Cash

Flow Account”) (the amounts on deposit in the Excess Cash Flow Account being herein referred to as the “Excess Cash

Flow Funds”). Provided no Event of Default or Mezzanine Event of Default has occurred and is

continuing, any Excess Cash Flow Funds remaining in the Excess Cash Flow Account shall be disbursed directly to Borrower upon the

earlier of (A) the expiration of all Cash Sweep Periods or (B) satisfaction and repayment in full of Borrower’s obligations under

the Loan Documents.

(d)

Waterfall Shortfall. All funds in the Cash Management Account shall be calculated by Lender three (3) Business Days

prior to the applicable Monthly Payment Date (the “Waterfall Calculation Date”) in order for Lender to determine whether

there are sufficient funds in the Cash Management Account to make each of Borrower’s monthly payment obligations under Section

4.1(c)(i)-(x) hereof, or whether the funds on deposit in the Cash Management Account (plus any funds held in the Reserve Accounts

available for disbursement pursuant to the terms

of this Agreement) are insufficient funds to make such payments (the amount of any such

deficiency being referred to as a “Waterfall Shortfall”). If Lender reasonably determines that a Waterfall Shortfall

exists, Lender shall notify Borrower of the amount of such Waterfall Shortfall, and (i) Lender shall apply Excess Cash Flow Funds to cover

such Waterfall Shortfall or (ii) if, after application of Excess Cash Flow Funds as provided in clause (i), there still exists a Waterfall

Shortfall, Borrower shall deposit funds via wire transfer into the Cash Management Account on or prior to the applicable Monthly Payment

Date to cover such Waterfall Shortfall. All funds in the Cash Management Account shall be applied to the payment obligations on the Monthly

Payment Date (as required pursuant to the terms of the Loan Agreement). Any amounts which are remitted into the Cash Management Account

on or after the Waterfall Calculation Date shall remain on deposit in the Cash Management Account and shall be applied on the immediately

succeeding Monthly Payment Date. For the sake of clarity, to the extent funds are not available for the payment of the debt service on

the Mezzanine Loan pursuant to Section 4.1(c)(xi) above, the payment of such debt service by Mezzanine Borrower shall be governed

by the terms and conditions of the Mezzanine Loan Documents.

(e)

Failure to Make Payments. The failure of Borrower to fund the Waterfall Shortfall pursuant to Section 4.1(d)

(including, but not limited to, payment of all Operating Expenses, as evidenced by documentation delivered by Borrower that is reasonably

satisfactory to Lender) in full on each Monthly Payment Date (subject to the five (5) Business Day cure period set forth in Section

12.1(a)) shall constitute an Event of Default under this Agreement.

(f)

Notwithstanding anything in this Article 4 to the contrary, no provision of this Article

4 shall limit in any way Lender’s rights and remedies upon the occurrence and during the continuance of an Event of Default under

the Loan Documents, including, but not limited to, the right to (i) accelerate the Loan, (ii) seek the appointment of a receiver, (iii)

foreclose on the Collateral, and (iv) apply any revenues collected from the Property to the outstanding obligations due under the terms

of the Loan Documents in the reasonable discretion of Lender.

(g)

Additional Mezzanine Provisions.

(i)

In the event Lender waives the requirement for Borrower to maintain the Restricted Account or the Cash Management Account, Lender

consents to Borrower permitting the Mezzanine Borrower to establish and maintain (as applicable) a lockbox account and/or cash management

account, as the case may be, that would operate as provided in herein. In connection with the foregoing, Borrower further consents to

Lender transferring any available balances in the applicable Accounts to Mezzanine Lender. Borrower further (i) agrees that Lender shall

be entitled to conclusively rely on Mezzanine Lender’s assertion that it is entitled to such available balances and (ii) hereby

releases Lender and indemnifies Lender against any losses that may be incurred by Lender as a result of any Person claiming that Lender

improperly remitted such available balances to Mezzanine Lender.

(ii)

Borrower and Lender hereby agree and acknowledge that if (A) the Loan has been paid in full, (B) there are funds remaining

in the Restricted Account or the Cash Management Account, and (C) the Mezzanine Loan (or any portion thereof) is outstanding, then Lender

will not pay (or direct to be paid) any such remaining funds to Borrower, but rather shall deliver such funds (or direct the same to be

delivered, as applicable), and Borrower hereby directs Lender to so deliver or cause to be delivered such funds, as a distribution permitted

in accordance with applicable law, within ten (10) days after the Loan has been paid in full, to Mezzanine Lender to be held and/or applied

in accordance with the terms of the Mezzanine Loan Documents.

Article

5. INSURANCE

5.1

REQUIRED INSURANCE. Borrower shall, while any portion of the Loan remains unpaid (unless

Lender, or its Affiliate, has obtained title to the Property by foreclosure, deed-in-lieu thereof, or otherwise), maintain at Borrower’s

sole expense, with eligible insurers approved by Lender, the following policies of insurance in form and substance satisfactory to Lender

(unless otherwise waived by Lender in its reasonable discretion):

(a)

Property Insurance. Insurance against loss or damage by standard perils

included within the classification Special Form Cause of Loss (including coverage for damage caused by wind and hail). Such insurance

shall (A) be in an amount equal to the full replacement cost of the Property and fixtures (without deduction for physical depreciation)

and personal property; (B) be paid annually in advance; (C) contain Replacement Cost coverage with a waiver of depreciation: (D)

have no coinsurance provision or if a coinsurance provision is present, contain an “Agreed Value Endorsement” waiving any

such coinsurance provisions; (E) include an ordinance or law coverage endorsement containing Coverage A: “Loss Due to Operation

of Law” (with a limit equal to replacement cost), Coverage B: “Demolition Cost” and Coverage C: “Increased Cost

of Construction” coverages each with limits of no less than 10% of replacement cost or such lesser amounts as Lender may require

in its sole discretion; and (F) intentionally deleted. If such insurance excludes mold, then Borrower shall implement a mold prevention

program satisfactory to Lender.

(b)

Flood Hazard Insurance. Flood insurance in an amount equal to the limit

available under the National Flood Insurance Program if any part of the Improvements upon the Property are located within a special flood

hazard area as indicated by the current FEMA map overlay (including Zones A and V). Such policy or policies shall not have a deductible

in excess of $50,000;

(c)

Liability Insurance. Commercial general liability insurance, including

broad form coverage of property damage, blanket contractual liability and personal injury (including death resulting therefrom), to be

written on an occurrence form containing minimum limits per occurrence of not less than $1,000,000 with not less than a $2,000,000 general

aggregate for any policy year. In addition, excess and/or umbrella liability insurance shall be obtained and maintained for any and all

claims, including all legal liability imposed upon Borrower and all related court costs and attorneys’ fees and disbursements in

an amount reasonably acceptable to Lender. If during any period of repair, restoration, or renovation, Borrower is obligated to place

Builder’s Risk in accordance with 5.1(g), and the terms and conditions of the Liability Insurance described herein are not met,

the Liability Insurance shall be replaced with such coverage intended for such risks. In addition, Borrower shall maintain an Owners

and Contractors Protective Liability policy during this period of repair, restoration or renovation;

(d)

Business Interruption/Loss of Rents. Loss of Rents and/or business

interruption insurance covering all risks required to be covered by the insurance provided for herein and covering the 18-month period

commencing on the date of any casualty or condemnation, and containing an extended period of indemnity endorsement covering the 12-month

period commencing on the date on which the Property has been restored, as reasonably determined by the applicable insurer (even if the

policy will expire prior to the end of such period). The amount of such insurance shall be reviewed on an annual basis and increased when

the Gross Income from the Property increases or is projected to increase prior to the next renewal of this insurance. Where such coverage

is placed in accordance with Section 5.1(g), coverage shall be sufficient to cover delayed opening;

(e)

Worker’s Compensation. To the extent required by applicable law,

Worker’s compensation insurance with respect to all employees of Borrower as and having limits equal to or greater than those required

by any Governmental Authority or Legal Requirements;

(f)

Employer’s Liability. Where worker’s compensation is required

by Section 5.1(e) above, employer’s liability coverage of at least $1,000,000 each accident; $1,000,000 disease – each employee;

and $1,000,000 disease – policy limit;

(g)

Builder’s Risk. During any period of repair or restoration, and

only if the property coverage form obligated by Section 5.1(a) does not otherwise apply, Builder’s Risk coverage shall be placed.

The insurance provided for in this Section shall (1) be written in a completed value form or equivalent, including coverage for 100% of

the total costs of construction on a non-reporting basis and against all risks insured against pursuant to Sections 5.1(a), 5.1(b), 5.1(c),

5.1(d), and 5.1(h)-(j), if not otherwise covered under those policies (2) shall include permission to occupy the Property, and (3) shall

not contain a co-insurance provision;

(h)

Earthquake. If the Property is located in seismic zone 3 or 4, Lender

reserves the right to require earthquake insurance (A) with minimum coverage equivalent to the greater of 1.0x SUL (scenario upper

loss) and 1.5x SEL (scenario expected loss) multiplied by the full replacement cost of the building plus business income, (B) having

a deductible approved by Lender (but in any event not to exceed the lesser of $25,000 or 5% of the total insurable value of the Property),

and (C) if the Property is legally nonconforming under applicable zoning ordinances and codes, containing ordinance of law coverage

in amounts as required by Lender;

(i)

Named Windstorm. Borrower shall maintain coverage for named windstorm

in an amount not less than the total insurable value of the Property (including twelve months of business interruption coverage). The

deductible for such coverage shall not exceed 5% of the total insurable value of the Property.

(j)

Terrorism. So long as the Terrorism Risk Insurance Program Reauthorization

Act of 2007 (“TRIPRA”) or a similar or subsequent statute is in effect, terrorism insurance for Certified and Non-Certified

acts (as such terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Property

(plus twelve months of business interruption coverage). If TRIPRA or a similar or subsequent statute is not in effect, then provided

that terrorism insurance is commercially available, Borrower shall be required to carry

terrorism insurance throughout the term of the Loan

as required by the preceding sentence, but in such event Borrower shall not be required to spend on terrorism insurance coverage more

than two times the amount of the insurance premium that is payable at such time in respect of the Special Causes of Loss property (including

wind) and business interruption/rental loss insurance required hereunder (without giving effect to the cost of terrorism and earthquake

components of such casualty and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount,

Borrower shall purchase the maximum amount of terrorism insurance available with funds equal to such amount;

(k)

Dram Shop. If liquor is sold on the Property, Liquor Liability

Coverage (“Dram Shop” coverage) in the minimum amount of (i) $10,000,000 or (ii) amounts as may be statutorily required.

(l)

Other Coverage. Such other insurance as may from time to time be reasonably

required by Lender consistent with customary practices of lenders making similar loans secured by property similar to the Property.

5.2

POLICY REQUIREMENTS.

(a)

All policies of insurance (the “Policies”) required pursuant to this

Article shall be issued by one or more primary insurers eligible to do business in the state in which the Property is located and having

a claims paying ability rating of “A-” or better by A.M. Best or S&P or Fitch, or “A2” by Moody’s and

an insurance financial strength rating of at least “VIII” by A.M. Best.

(b)

All Policies required pursuant to this Article:

(i)

shall be maintained throughout the term of the Loan without cost to Lender and shall name Borrower as the named insured;

(ii)

with respect to property insurance policies, shall contain a standard noncontributory mortgagee

and lenders loss payable clause naming Lender and its successors and assigns as their interests may appear as first mortgagee and lender’s

loss payable;

(iii)

with respect to general liability and umbrella liability policies, shall name Lender and its successors and assigns as their interests

may appear as additional insureds;

(iv)

With respect to loss of rents or business interruption insurance policies, shall name Lender and its successors and/or assigns

as their interests may appear as lender’s loss payable;

(v)

shall contain an endorsement providing that Lender shall receive at least thirty (30) days’

prior written notice of any nonrenewal, modification, reduction or cancellation thereof, except

in the case of cancellation due to nonpayment of premium, for which ten (10) days’ prior written notice is acceptable;

(vi)

the property policy shall contain an endorsement providing that no act or negligence of

Borrower or any foreclosure or other proceeding or notice of sale relating to the Property shall affect the validity or enforceability

of the insurance insofar as a mortgagee is concerned;

(vii)

shall not contain a provision that Lender shall be liable for any insurance premiums thereon or subject to any assessments thereunder;

(viii)

Borrower shall, on its own behalf and behalf of all parties claiming by and through Borrower, including but not limited to its

insurers shall waive all rights of subrogation against Lender including applicable deductibles and/or self-insured retentions;

(ix)

shall contain deductibles that, in addition to complying with any other requirements expressly set forth in Section 5.1, are acceptable

to Lender and are no larger than is customary for similar policies covering similar properties in the geographic market in which the Property

is located and in any event no larger than $50,000 or as otherwise stated herein;

(x)

may be in the form of a blanket policy, provided that Borrower shall provide evidence satisfactory to Lender that the insurance

premiums for the Property are separately allocated under such Policy to the Property and that (i) payment of such allocated amount shall

maintain the effectiveness of such Policy as to the Property notwithstanding the failure of payment of any other portion of premiums,

and (ii) overall insurance limits will under no circumstance limit the amount that will be paid in respect of the Property, and provided

further that any such blanket policy shall specifically allocate to the Property the amount of coverage from time to time required hereunder

or shall otherwise provide the same protection as would a separate Policy in Lender’s reasonable discretion, subject to review and

approval by Lender based on the schedule of locations and values; and

(xi)

shall otherwise be reasonably satisfactory in form and substance to Lender and shall contain such other provisions as Lender

deems reasonably necessary or desirable to protect its interests.

(c)

Borrower shall pay, or Lender shall cause to be paid from the Insurance Account pursuant

to the terms and conditions of this Agreement, the premiums for all Policies as the same become due and payable without financing.

Certificates of insurance and/or copies of such Policies, certified as true, correct and complete by Borrower, shall be delivered to

Lender promptly upon request. Not later than three (3) days after the expiration date of each Policy, Borrower shall deliver to Lender

evidence, reasonably satisfactory to Lender, of its renewal on the most recently published versions of Acord 28 (Property) and Acord

25 (Liability) forms. Renewed versions of any endorsements as obligated herein shall also be delivered as soon as practicable after each

policy renewal date. Borrower shall promptly forward to Lender a copy of each written notice received by Borrower of any modification,

reduction or cancellation of any of the Policies or of any of the coverages afforded under any of the Policies. Within thirty (30) days

after request by Lender, Borrower shall obtain such increases in the amounts of coverage required hereunder as may be reasonably requested

by Lender, taking into consideration changes in the value of money over time, changes in liability laws and changes in prudent customs

and practices in order for Lender to protect its interests.

(d)

Borrower shall not procure any other insurance coverage that would be on the same level of payment as the Policies or would

adversely impact in any way the ability of Lender or Borrower to collect any proceeds under any of the Policies. If at any time Lender

is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder, Lender shall have

the right to take such action as Lender deems necessary to protect its interest in the Property, including, without limitation, the obtaining

of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder).

All premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by

Borrower to Lender within five (5) days of written demand and, until paid, and shall bear interest at the Default Rate (which shall have

the meaning given to it in the Note).

(e)

In the event of foreclosure of the Security Instrument or other transfer of title to the Property in extinguishment in whole

or in part of the Loan, all right, title and interest of Borrower in and to the Policies then in force with respect to the Property and

all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or in Lender or other transferee in the event

of such other transfer of title.

5.3

DAMAGES; INSURANCE AND CONDEMNATION PROCEEDS.

(a)

The following (whether now existing or hereafter arising) are all collaterally assigned by Borrower to Lender and, shall,

unless otherwise set forth in this Agreement, be paid directly to Lender to be held and applied in accordance with this Section 5.3:

(i) all awards of damages and all other compensation payable directly or indirectly by reason of a condemnation or proposed condemnation

for public or private use affecting all or any part of, or any interest in, the Property or Collateral; (ii) all other claims and awards

for damages to, or decrease in value of, all or any part of, or any interest in, the Property or Collateral; (iii) all proceeds of any

insurance policies (whether or not expressly required by Lender to be maintained by Borrower, including, but not limited to, earthquake

insurance and terrorism insurance, if any) payable by reason of loss sustained to all or any part of the Property or Collateral; and

(iv) all interest which may accrue on any of the foregoing ((i) through (iv), collectively, the “Proceeds”). Subject

to the provisions of this Section 5.3, Lender may at its discretion apply all or any of the Proceeds it receives (x) to (1) its

expenses in settling, prosecuting or defending any claim in connection with a casualty or condemnation, and (2) the balance to the obligations

of Borrower pursuant to the Loan Documents (including repayment of the Note) in such order and amounts as Lender in its sole discretion

may choose, and/or (y) Lender may release all or any part of the Proceeds to Borrower upon the conditions

set forth in this Agreement. Upon the occurrence and during the continuance of an Event of Default, Lender may commence, appear

in, defend or prosecute any assigned claim or action and may adjust, compromise, settle and collect all claims and awards assigned to

Lender; provided, however, in no event shall Lender be responsible for any failure to collect

any claim or award, regardless of the cause of the failure, except to the extent caused by the gross negligence or willful misconduct

of Lender or any of Lender’s agents.

(b)

The term “Net Proceeds” for purposes of this Section 5.3 shall mean: (i) the net amount

of all insurance proceeds received by Lender pursuant to Section 5.3(a) as a result of such damage or destruction, after deduction

of its reasonable, out of pocket costs and expenses (including, but not limited to, reasonable, out of pocket counsel fees), if any, actually

incurred in collecting the same (“Insurance Proceeds”), or (ii) the net amount of any award or proceeds received

by Lender in connection with any condemnation proceeding pursuant to Section 5.3(a) above, after deduction of its reasonable, out

of pocket costs and expenses (including, but not limited to, reasonable, out of pocket counsel fees), if any, actually incurred in collecting

same (“Condemnation Proceeds”), whichever the case may be. Any reasonable expense actually incurred by the Lender in

the adjustment and collection of Net Proceeds (including the out-of-pocket cost of any independent appraisal of the loss or damage on

behalf of Lender) shall be reimbursed to Lender first out of any Net Proceeds. The term “Restoration” shall mean the

repair and restoration of the Property after a casualty or condemnation substantially to the condition the Property was in immediately

prior to such casualty or condemnation, with such alterations as may be reasonably approved by Lender and/or as may required to in order

comply with applicable law.

(c)

If the Net Proceeds shall be less than three percent (3.00%) of the outstanding Principal

Balance of the Loan (the “Restoration Threshold”) and the costs of completing the Restoration shall be less than the

Restoration Threshold, the Net Proceeds may be disbursed directly to Borrower or will be disbursed by Lender to Borrower upon receipt,

provided that no Event of Default has occurred and is continuing, and Borrower delivers to Lender a written undertaking to expeditiously

commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of the Security Instrument.

(d)

If the Net Proceeds are equal to or greater than the Restoration Threshold or the costs

of completing the Restoration is equal to or greater than the Restoration Threshold, the Net Proceeds will be held by Lender and Lender

shall make the Net Proceeds available for the Restoration in accordance with the provisions of Section 5.3(e) below.

(e)

The Net Proceeds, if equal to or greater than the Restoration Threshold or if the costs

of completion of the Restoration are equal to or greater than the Restoration Threshold, shall be made available to Borrower for Restoration

subject to the following conditions:

(i)

no Event of Default shall have occurred and be continuing;

(ii)

the loss is in an aggregate amount less than thirty percent (30%) of the outstanding Principal

Balance of the Loan;

(iii)

(1) in the event the Net Proceeds are Insurance Proceeds, less than forty percent (40%) of the total floor area of the Improvements

on the Property has been damaged, destroyed or rendered unusable as a result of such casualty or (2) in the event the Net Proceeds are

Condemnation Proceeds, less than forty percent (40%) of the land constituting the Property is taken, and such land is located along the

perimeter or periphery of the Property, and no portion of the Improvements is located on such land;

(iv)

Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than one hundred twenty

(120) days after such casualty or condemnation (subject to reasonable extensions so long as Borrower is proceeding in good faith), whichever

the case may be, occurs, it being understood that “commence” means initial clean-up, initial solicitation of bids from contractors,

engineers, architects, and contractors, commencing architectural and engineering drawings, or application for permits) and shall diligently

pursue the same to satisfactory completion;

(v)

Lender shall be reasonably satisfied that any operating deficits, including all scheduled payments of interest under the

Note, which will be incurred as a result of the occurrence of any such casualty or condemnation, whichever the case may be, will be covered

out of (1) the Net Proceeds, (2) business interruption insurance, if applicable, or (3) revenue generated by the Property, and/or (4)

by other funds of Borrower;

(vi)

Lender shall be reasonably satisfied that the Restoration will be completed on or before the earliest to occur of (1) the

date three (3) months prior to the Maturity Date of the Loan (including if such Maturity Date is extended pursuant to the terms of this

Agreement), or (2) such time as may be required under all applicable laws, rules and regulations;

(vii)

the Property and the use thereof after the Restoration will be in compliance in all material respects with and permitted

under all applicable Legal Requirements;

(viii)

the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance in all

material respects with all applicable Legal Requirements;

(ix)

such casualty or condemnation, as applicable, following Restoration, will not result in the complete and permanent loss

of access to the Property or the related Improvements;

(x)

Borrower shall deliver, or cause to be delivered, to Lender a budget stating the estimated entire cost of completing the

Restoration, which budget shall be in a form reasonably acceptable to Lender (which approval shall

not be unreasonably withheld, conditioned or delayed); and

(xi)

the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s

reasonable discretion to cover the cost of the Restoration.

(f)

The Net Proceeds held by Lender pursuant to Section 5.3(d) shall be disbursed

by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence reasonably

satisfactory to Lender that (A) all materials installed and work and labor performed in connection with the Restoration (or the applicable

portion thereof) prior to such disbursement have been paid for in full (except to the extent that they are to be paid for out of the requested

disbursement and subject to Borrower’s right to contest any payment under this Agreement), and (B) there exist no recorded notices

of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances

of any nature whatsoever on the Property, other than Permitted Encumbrances, which have not either been fully bonded to the satisfaction

of Lender and discharged of record or, in the alternative, fully insured to the reasonable satisfaction of Lender by a title company reasonably

acceptable to Lender.

(g)

In connection with a Restoration, if the Net Proceeds are equal to or greater than the Restoration Threshold or if the costs

of completion of the Restoration are equal to or greater than the Restoration Threshold, all plans

and specifications required in connection with the Restoration shall be subject to the reasonable approval of Lender in consultation with

an independent consulting engineer selected by Lender (the “Casualty Consultant”). To the extent permitted by applicable

law and applicable agreements, Lender shall have the use of the plans and specifications and all permits, licenses and approvals required

or obtained in connection with the Restoration. The identity of the main contractors, engaged in the Restoration, as well as any Material

Agreements under which they have been engaged, shall be subject to the approval of Lender, which approval shall not be unreasonably withheld,

conditioned or delayed. All reasonable out of pocket costs and expenses actually incurred by Lender in connection with recovering, holding

and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and

the Casualty Consultant’s fees and disbursements, shall be paid by Borrower.

(h)

In no event shall Lender be obligated to make disbursements of the Net Proceeds in

excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, less the Casualty

Retainage. The term “Casualty Retainage” shall mean, to the extent permitted by law, as to each contractor, subcontractor

or materialman engaged in the Restoration, an amount equal to five percent (5%) of the costs actually incurred for work in place as part

of the Restoration (unless such percentage thresholds are lowered by Lender in its reasonable discretion or unless the applicable contract

includes a lower retainage amount), until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding

anything to the contrary set forth above in this Section 5.3, be less than the amount actually held back by Borrower from contractors,

subcontractors and materialmen engaged in the Restoration. Except as described below, the Casualty Retainage shall not be released until

the Restoration has been completed in accordance with the provisions of this Section 5.3 (subject to punch list items) and

that all approvals necessary for the re-occupancy and use of the Property have been obtained from all applicable governmental authorities,

and Lender receives evidence reasonably satisfactory to Lender that the costs of the Restoration

have been paid in full or will be paid

in full out of the Casualty Retainage, except to the extent being contested by Borrower in accordance with the terms of this Agreement;

provided, however, that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor

or materialman engaged in the Restoration as of the date upon which (i) such contractor, subcontractor or materialman has satisfactorily

completed all work and has supplied all materials in accordance with the provisions of such contractor’s, subcontractor’s

or materialman’s contract, (ii) with respect to any contract with a contract price in excess of $250,000, the contractor, subcontractor

or materialman delivers partial or final lien waivers (together with evidence of payment in full or conditioned upon such payment in full)

as may be reasonably requested by Lender or by a title company reasonably acceptable to Lender, and (iii) Lender receives a title search

confirming the priority of the lien of the Security Instrument, subject to Permitted Encumbrances. If reasonably required by Lender, the

release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance

bond with respect to the contractor, subcontractor or materialman.

(i)

Lender shall not be obligated to make disbursements of the Net Proceeds more frequently

than once every calendar month.

(j)

If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the

reasonable opinion of Lender be sufficient to pay in full the balance of the costs which are reasonably estimated by Lender to be incurred

in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”)

with Lender before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall

be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the

Net Proceeds, and until so disbursed pursuant to this Section 5.3 shall constitute additional security for the Secured Obligations.

(k)

The excess, if any, of the Net Proceeds (less any that are required to be returned

to the insurance company, which shall be remitted to the insurance company) and the remaining balance, if any, of the Net Proceeds Deficiency

deposited with Lender after the Restoration has been completed in accordance with the provisions of this Section 5.3, and the receipt

by Lender of evidence reasonably satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full,

shall be disbursed to Borrower.

(l)

Borrower hereby specifically, unconditionally and irrevocably waives to the extent permitted under applicable law all rights

it may have under any state where any of the Property is located and/or statutory law, heretofore or hereafter in effect, which provides

that a lender on a debt secured by improved real property must demonstrate that its security has been impaired as a result of a casualty

before requiring that any or all insurance proceeds be used to reduce the debt.

Article

6. REPRESENTATIONS AND WARRANTIES

As a material inducement to Lender’s

entry into this Agreement, Borrower represents and warrants to Lender as of the Effective Date that:

6.1

AUTHORITY/ENFORCEABILITY. Borrower is in compliance with all Legal Requirements applicable

to its organization, existence and transaction of business in all material respects and has all necessary rights and powers to borrow

and own, improve and operate the Property as contemplated by the Loan Documents.

6.2

BINDING OBLIGATIONS. Borrower is authorized to execute, deliver and perform its obligations

under the Loan Documents, to which it is a party, and such obligations shall be valid and binding obligations of Borrower.

6.3

ORGANIZATION. Borrower is duly organized, validly existing and in good standing under

the laws of the State of Delaware and is in good standing in each other jurisdiction where ownership of its properties or the conduct

of its business requires it to be so, and Borrower has all power and authority under such laws and its organizational documents and all

material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. The organizational

chart contained in Exhibit E is true, correct and complete as of the Effective Date.

6.4

FORMATION AND ORGANIZATIONAL DOCUMENTS. Borrower has delivered to Lender all of the

relevant formation and organizational documents of Borrower, the partners, members, managers or joint venturers of Borrower (if any),

and all guarantors of the Loan (if any). Borrower hereby certifies that: (i) the above documents are all of the relevant formation and

organizational documents of Borrower; (ii) they remain in full force and effect; and (iii) they have not been amended or modified since

they were delivered to Lender. Borrower shall promptly provide Lender with copies of any future amendments or modifications of the formation

or organizational documents if requested by Lender.

6.5

NO VIOLATION. Borrower’s execution, delivery, and performance under the Loan Documents

do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of

incorporation, bylaws or other organizational document; (b) violate any Legal Requirements applicable to Borrower or the Property; (c)

conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other

document by which the Borrower or the Property is bound or regulated; or (d) violate any other statute, law, regulation or ordinance,

or any order of any Governmental Authority.

6.6

COMPLIANCE WITH LAWS; USE. Borrower has obtained all permits, licenses, exemptions,

and approvals required to occupy, operate and market the Property in accordance with applicable Legal Requirements, and is in compliance,

in all material respects, with all Legal Requirements applicable to the Property and all other applicable statutes, laws, regulations

and ordinances necessary for the lawful transaction of its business. The Property is one or more separate

legal parcels and separate tax parcels lawfully created in compliance and conformity in all material respects with all subdivision laws

and ordinances, and is properly zoned for the stated use of the Property as disclosed to Lender as of the Effective Date. Borrower

shall not initiate a zoning change of the Property without prior notice to, and prior written consent from, Lender (not

to be unreasonably withheld, conditioned or delayed). Furthermore, Borrower shall not allow changes in the use of the Property

for residential, retail and other commercial uses from that disclosed to Lender at the time of execution hereof without prior notice

to, and prior written consent from, Lender (not to be unreasonably withheld, conditioned or delayed).

6.7

LITIGATION. Except as disclosed to Lender in writing, there are no claims, actions,

suits, or proceedings pending, or to Borrower’s knowledge, threatened in writing against Borrower or any Guarantor or affecting

the Property.

6.8

FINANCIAL CONDITION. All financial statements and information heretofore and hereafter

delivered to Lender by Borrower, including, without limitation, information relating to the financial condition of the Property, the Borrower

and/or the Guarantor fairly and accurately represent the financial condition of the subject thereof in all material respects and have

been prepared (except as noted therein) in accordance with the Approved Accounting Method, and do not contain any intentional misrepresentation.

6.9

NO MATERIAL ADVERSE CHANGE. There has been no material adverse change in the financial

condition of Borrower or Guarantor since the dates of the latest financial statements furnished to Lender, which would be reasonably likely

to affect Borrower’s or Guarantor’s ability to perform its obligations under the Loan Documents, and, except as otherwise

disclosed to Lender in writing, Borrower has not entered into any material transaction which is not disclosed in such financial statements.

6.10

ACCURACY. All reports, documents, instruments, information and forms of evidence delivered

to Lender concerning the Loan or security for the Loan or required by the Loan Documents are, to Borrower’s knowledge, accurate,

and correct and sufficiently complete in all material respect to give Lender true and accurate knowledge of their subject matter, and

do not contain any material misrepresentation or omission.

6.11

UTILITIES. All utility services, including, without limitation, gas, water, sewage,

electrical and telephone, necessary for the lawful occupancy of the Property are available at or within the boundaries of the Property.

6.12

AMERICANS WITH DISABILITIES ACT COMPLIANCE. Borrower represents and warrants to Lender

that the Property is in material compliance with the requirements and regulations of the ADA. Borrower shall be solely responsible for

complying with the requirements and regulations of the ADA and all costs related thereto.

6.13

TAX LIABILITY. Borrower has filed all required federal, state, county and municipal

tax returns and has paid all Taxes owed and payable, and Borrower has no knowledge of any basis for any additional payment with respect

to any such Taxes.

6.14

BUSINESS LOAN. The Loan is a business loan transaction in the stated amount solely for

the purpose of carrying on the business of Borrower and none of the proceeds of the Loan will be used for the personal, family or agricultural

purposes of the Borrower. No portion of the Property is used or will be used as a dwelling occupied by any individual Person with a direct

ownership interest in the Borrower.

6.15

FULL FORCE AND EFFECT. The Note and other Loan Documents are in full force and effect

without any defense, counterclaim, right or claim of set-off; all necessary action to authorize the execution and delivery of this Agreement

by Borrower has been taken.

6.16

ENFORCEABLE OBLIGATIONS. This Agreement and the other Loan Documents have been duly

executed and delivered by Borrower and constitute Borrower’s legal, valid and binding obligations, enforceable in accordance with

their respective terms, subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’

rights and to general equity principles. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense

by Borrower, including the defense of usury.

6.17

NO DEFAULT. No Event of Default will exist immediately following the making of the Loan.

6.18

ERISA. Neither Borrower nor any ERISA Affiliate of Borrower has incurred or could be

subjected to any liability under Title IV or Section 302 of ERISA or Section 412 of the Code or maintains or contributes to, or is or

has been required to maintain or contribute to, any employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title IV or

Section 302 of ERISA or Section 412 of the Code. The consummation of the transactions contemplated by this Agreement will not constitute

or result in any non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions

under federal, state or local laws, rules or regulations.

6.19

INVESTMENT COMPANY ACT. Borrower is not an “investment company”, or a company

“controlled” by an “investment company”, registered or required to be registered under the Investment Company

Act of 1940, as amended.

6.20

NO BANKRUPTCY FILING. Borrower is not contemplating either the filing of a petition

by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property.

Borrower does not have knowledge of any Person contemplating the filing of any such petition against it. During the ten (10) year period

preceding the Effective Date, no petition in bankruptcy has been filed by or against Borrower or Guarantor.

6.21

LEASES; MATERIAL AGREEMENTS.

(a)

Borrower has delivered to Lender true, correct and complete copies of all the existing

commercial Leases. Except as set forth in the Permitted Encumbrances, no Person, other than Borrower, has any possessory interest in

the Property or contractual right to occupy the same except under and pursuant to the provisions of the Leases. To Borrower’s knowledge,

the Rent Roll is true, correct and complete in all material respects as of the Effective Date. Except as indicated on the Rent Roll (or

other documentation provided to Lender prior to the Effective Date), (i) no security deposits are being held by Borrower, (ii) no Tenant

has any extension, renewal or termination options, no Tenant or other party has any option, right of first refusal or similar preferential

right to purchase all or any portion of the Property (other than extension, renewal or termination rights expressly stated in any Lease),

and (iii) no fixed rent has been paid more than thirty (30) days in advance of its due date, except as otherwise disclosed to Lender

or for the first and last months’ rent and security deposits, collect any of the rents thereunder more than one month in

advance.

(b)

(i) Borrower is the sole owner of the entire lessor’s interest in the Leases,

subject to the Liens and other security interests created by the Loan Documents, (ii) the existing Leases are in full force and

effect, (iii) all of the Leases are arm’s length agreements with bona fide, independent third parties (other than any superintendents

apartment for an employee or independent contractor of the Property Manager), (iv) except as disclosed in the Rent Roll, all revenues

due to Borrower under Leases have been paid in full as of the date of the Rent Roll, (v) the terms of all alterations, modifications and

amendments to the Leases are reflected in the written documents delivered to Lender prior to the date hereof, and (vi) none of the

revenues reserved in the Leases have been assigned or otherwise pledged or hypothecated by the Borrower (except for such pledge or hypothecation

that will be fully terminated and released in connection with the filing and recordation of the Security Instrument and except for the

Liens contemplated pursuant to the Loan Documents).

(c)

Except as expressly detailed on the Rent Roll or otherwise disclosed to Lender in writing, (i) no party under any Lease

is in default in any material respect beyond applicable notice and cure periods, (ii) there exist no offsets or defenses to the

payment of any portion of the revenues generated from any Lease, (iii) other than as set forth on Schedule 6.21(c) hereof, all work

to be performed by the landlord under the Leases has been substantially performed, all Tenants have accepted possession of their respective

premises under the Leases, all contributions to be made by the landlord to the Tenants thereunder have been made, all other conditions

to each Tenant’s obligations thereunder have been satisfied, no Tenant has the right to require Borrower to perform or finance tenant

improvements or material alterations and no leasing commissions are owed or would be owed upon the exercise of any Tenant’s existing

renewal or expansion options, and Borrower has no other monetary obligation to any Tenant under any Lease, and (iv) Borrower has

received no notice from any Tenant challenging the validity or enforceability of any Lease.

(d)

There are no Material Agreements in effect as of the Effective Date except as described in Schedule 1 and any other

Permitted Encumbrances. Borrower has made available to Lender true, correct and complete copies of all Material Agreements. Each Material

Agreement has been entered into at arm’s length in the ordinary course of business by or on behalf of Borrower (or its predecessors

in ownership of the Property).

(e)

The Leases and the Material Agreements are in full force and effect. Borrower is not in

default in any material respect beyond any applicable notice and/or cure period in the performance, observance or fulfillment of any of

the obligations, covenants or conditions contained in any Leases and Material Agreements.

6.22

NOT FOREIGN PERSON. Borrower is not a “foreign person” within the meaning

of Section 1445(f)(3) of the Code.

6.23

LABOR MATTERS. Borrower is not a party to any collective bargaining agreements.

6.24

TITLE. Borrower owns good, marketable and indefeasible title to the Property and good

and marketable title to the related personal property and to any other Collateral, in each case free and clear of all Liens whatsoever

except the Permitted Encumbrances. The Security Instrument, when properly recorded in the appropriate records, together with any Uniform

Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, perfected first priority Lien

on the Property and the rents therefrom, enforceable as such against creditors of and purchasers from Borrower and subject only to Permitted

Encumbrances, and (ii) perfected Liens (pursuant to the Uniform Commercial Code of the State of Florida and Delaware) in and to all personalty,

all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. The Permitted Encumbrances

do not and will not materially and adversely affect or interfere with the current or contemplated use or operation of the Property, or

the security intended to be provided by the Security Instrument or Borrower’s ability to repay the Loan in accordance with the terms

of the Loan Documents. Except as insured over by a Title Policy, there are no claims for payment for work, labor or materials affecting

the Property that are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents. No creditor of

Borrower other than Lender has in its possession any goods that constitute or evidence the Collateral.

6.25

NO ENCROACHMENTS. Except as shown on the Qualified Survey, all of the Improvements on

the Property lie wholly within the boundaries and building restriction lines of the Property, and no Improvements on adjoining property

encroach upon the Property, and no easements or other encumbrances upon the Property encroach upon any of the Improvements, so as, in

either case, to adversely affect the value or marketability of the Property, except for Permitted Encumbrances.

6.26

PHYSICAL CONDITION. Except as expressly described in the Property Condition Report,

(a)

To Borrower’s knowledge, the Property (including sidewalks, storm drainage system,

roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings and doors, irrigation

system and all structural components) is in good condition, order and repair (ordinary wear and tear excepted) in all respects material

to its use, operation or value.

(b)

To Borrower’s knowledge, there are no material structural or other material defect

or damages in the Property, whether latent or otherwise.

(c)

Borrower has not received any written notice from any insurance company or bonding company

of any defects or inadequacies in the Property that would, alone or in the aggregate, adversely affect in any material respect the insurability

of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any

policy of insurance or bond.

6.27

FRAUDULENT CONVEYANCE. Borrower has not entered into the Loan or any of the Loan Documents

with the actual intent to hinder, delay or defraud any creditor. Borrower has received reasonably equivalent value in exchange for its

obligations under the Loan Documents. On the Effective Date, the fair salable value of Borrower’s aggregate assets is and will,

immediately following the making of the Loan and the use and disbursement of the proceeds thereof, be greater than Borrower’s probable

aggregate liabilities (including subordinated, unliquidated, disputed and contingent obligations). Borrower’s aggregate assets

do not and, immediately following the making of the Loan and the use and disbursement of the proceeds thereof will not, constitute unreasonably

small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, incur debts and liabilities

(including contingent obligations and other commitments) beyond its ability to pay such debts as they mature (taking into account the

timing and amounts to be payable on or in respect of obligations of Borrower).

6.28

MANAGEMENT. Except for the Management Agreement and Asset Management Agreement, no property

or asset management agreements are in effect with respect to the Property. The Management Agreement and Asset Management Agreement are

in full force and effect and, to Borrower’s knowledge, there is no event of default thereunder by any party thereto and no event

has occurred that, with the passage of time and/or the giving of notice would constitute an event of default thereunder.

6.29

CONDEMNATION. Borrower has not received any written notice that condemnation has been

commenced or, to Borrower’s knowledge, is contemplated in writing with respect to all or any material portion of the Property or

for the relocation of roadways providing access to the Property.

6.30

ASSESSMENTS. There are no pending or, to Borrower’s knowledge, proposed in writing

special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated Improvements

to the Property that may result in such special or other assessments. No extension of time for assessment or payment by Borrower of any

federal, state or local tax is in effect.

6.31

NO JOINT ASSESSMENT. Borrower has not suffered, permitted or initiated the joint assessment

of the Property (i) with any other real property constituting a separate tax lot, or (ii) with any personal property, or any other procedure

whereby the Lien of any Taxes that may be levied against such other real property or personal property shall be assessed or levied or

charged to the Property as a single Lien.

6.32

SECURITIES COMPLIANCE. To Borrower’s knowledge, all equity investments made directly or indirectly in the Borrower

have been completed in accordance with all applicable federal and/or state securities laws.

6.33

EB-5 PROGRAM. Borrower represents and warrants to Lender as of the Effective Date as follows:

(a)

The EB-5 Program, including all EB-5 Offering Documents, has been conducted and offered in compliance with all applicable

federal securities laws, state securities laws, and immigration laws, including the Immigration and Nationality Act, as amended, and all

rules and regulations promulgated thereunder by USCIS.

(b)

True, correct and complete copies of all EB-5 Offering Documents have been delivered to Lender prior to the Effective Date,

and such EB-5 Offering Documents have not been amended or modified since delivery to Lender except as otherwise disclosed to Lender in

writing.

(c)

The Regional Center is a regional center designated by USCIS to participate in the EB-5 Program, such designation is in

full force and effect, and to Borrower’s knowledge, no action has been taken or threatened by USCIS or any other Governmental Authority

to terminate, suspend, revoke or adversely modify the Regional Center’s designation.

(d)

All EB-5 Capital Contributions have been or will be made in accordance with the EB-5 Offering Documents and have been or

will be properly escrowed, released and applied solely for the uses described in the EB-5 Offering Documents and the Job Creation Plan.

(e)

No EB-5 Investor has (i) withdrawn or attempted to withdraw any EB-5 Capital Contribution, (ii) made any claim for rescission,

return, or refund of any EB-5 Capital Contribution, (iii) asserted any material claim or commenced any litigation against Borrower, any

Affiliate of Borrower, or the Regional Center arising out of or relating to the EB-5 Program, or (iv) received a denial of any I-526,

I-526E, or I-829 petition from USCIS, in each case except as disclosed in writing to Lender.

(f)

The Job Creation Plan accurately reflects the jobs to be created by the investment of the EB-5 Capital Contributions, and

Borrower reasonably believes that such jobs will be created within the time periods required by applicable immigration laws and USCIS

regulations.

(g)

No event has occurred and no condition exists that would reasonably be expected to result in a material adverse effect on

the ability of Borrower, Block 40 or Mezzanine Borrower to perform their respective obligations under the EB-5 Offering Documents.

Article

7. SPECIAL PURPOSE ENTITY STATUS

7.1

REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING SPECIAL PURPOSE ENTITY STATUS; FUTURE AND PAST ACTIVITIES.

Borrower hereby represents, warrants and covenants to Lender, with regard to Borrower, as follows:

(a)

Limited Purpose. The sole purpose to be conducted or promoted by Borrower

since its organization is to engage in the following activities: (i) to acquire, own, hold, lease, operate, manage, maintain, develop

and improve the Property; (ii) to enter into and perform its obligations under the Loan Documents and its obligations under any prior

loan received by Borrower; (iii) to sell, transfer, service, convey, dispose of, pledge, assign, borrow money against, finance, refinance

or otherwise deal with the Property to the extent permitted under the Loan Documents or any other loan documents for any prior loans received

by Borrower; and (iv) to engage in any lawful act or activity and to exercise any powers permitted to limited liability companies organized

under the laws of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above

mentioned purposes.

(b)

Limitations on Debt, Actions. Notwithstanding anything to the contrary in

the Loan Documents or the Mezzanine Loan Documents or in any other document governing the formation, management or operation of Borrower,

Borrower shall not, without the prior written consent of Lender, (i) guarantee any obligation of any Person,

including any Affiliate, or become obligated for the debts of any other Person or

hold out its credit as being available to pay the obligations of any Person; (ii) engage, directly or indirectly, in any business

other than as required or permitted to be performed under this Section; (iii) incur, create or assume any indebtedness other than

(A) the Loan, (B) unsecured operational debt or

trade payables incurred in the ordinary course of its business that are related to the ownership and

operation of the Property, not to exceed two percent (2%) of the amount of the Loan, which are not evidenced by a note, and must be paid

within sixty (60) days of invoice, unless contested in accordance with this Agreement or

otherwise permitted pursuant to the terms hereof, (C) payment/performance obligations pursuant to construction contracts related to Capital

Improvements or Tenant Improvements permitted pursuant to this Agreement,

and (D) additional indebtedness from the Lender or an Affiliate of

Lender approved by Lender in its reasonable discretion; (iv) make or permit to remain outstanding any loan to, or own or acquire

any stock or securities of, any Person, except that Borrower may invest in those investments permitted

under the Loan Documents; (v) to the fullest extent permitted by law, (A) engage in any dissolution, liquidation, consolidation,

or merger, except as permitted under the Loan Documents, (B) divide the Borrower or enter into any plan of division pursuant to any

applicable law, except as permitted under the Loan Documents, or (C) engage in any sale or other transfer of any of its assets outside

the ordinary course of Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other

than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability

company or other) or own any equity interest in any other entity, except as permitted under the Loan Documents; or (viii) own any

asset or property other than the Property and incidental personal property necessary for the ownership or operation of the Property.

(c)

Separateness Covenants. In order to maintain its status as a separate entity

and to avoid any confusion or potential consolidation with any Affiliate, Borrower represents

and warrants that in the conduct of its operations since its organization will continue to observe the following covenants (collectively,

the “Separateness Provisions”): (i) maintain books and records and bank accounts separate from those of any other

Person except that Borrower’s assets may be included in a consolidated financial statement

of its Affiliate so long as appropriate notation is made on such consolidated financial statements

to indicate the separateness of Borrower from such Affiliate and to indicate that Borrower’s

assets and credit are not available to satisfy the debts and other obligations of such Affiliate or

any other Person; (ii) maintain its assets in such a manner that it is not costly or difficult

to segregate, identify or ascertain such assets; (iii) comply with all organizational formalities necessary to maintain its separate

existence; (iv) hold itself out to creditors and the public as a legal entity separate and distinct from any other entity; (v) maintain

separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its

assets listed on any financial statement of any other Person except that Borrower’s assets

may be included in a consolidated financial statement of its Affiliate so long as appropriate

notation is made on such consolidated financial statements to indicate the separateness of Borrower from such Affiliate and

to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate

or any other Person; (vi) prepare and file its own tax returns

separate from those of any Person to the extent required by applicable law, and pay any taxes

required to be paid by applicable law except in the event that Borrower is a disregarded entity for federal income tax purposes; (vii) allocate

and charge fairly and reasonably any common employee or overhead shared expenses with Affiliates (including, without limitation, shared

office space); (viii) not enter into any transaction with any Affiliate, except in the ordinary

course of business and on an arm’s-length basis on terms which are intrinsically fair, commercially reasonable and substantially

similar to those that would be available for unaffiliated third parties, and pursuant to written, enforceable agreements; (ix) conduct

business solely in its own name, and use separate invoices and checks bearing its own name; (x) hold all of its assets solely in

its own name; (xi) not commingle its assets or funds with those of any other Person; (xii) not

assume, guarantee or pay the debts or obligations of any other Person; (xiii) correct any

known misunderstanding as to its separate identity; (xiv) not identify itself or any of its Affiliates as

a division or part of the other;

(xv) not

permit any Affiliate to guarantee or pay its obligations (other than pursuant to the Loan Documents

or the Mezzanine Loan Documents); (xvi) not make loans or advances to any other Person other than to Tenants of Approved

Leases for Tenant Improvements in accordance with the terms and conditions of this Agreement; (xvii) pay

its liabilities and expenses solely out of and to the extent of its own funds; provided, however, that the foregoing shall not require

any owner of a direct or indirection ownership interest in the Borrower to make additional capital contributions to Borrower; (xviii) maintain

a sufficient number of employees, if any, in light of its contemplated business purpose and pay the salaries of its own employees, if

any, only from its own funds; (xix) intend to maintain adequate capital in light of its contemplated business purpose, transactions

and liabilities; provided, however, that the foregoing shall not require any equity owner to make additional capital contributions to

Borrower; (xx) cause the managers, officers, employees, agents and other representatives of Borrower to act at all times with respect

to Borrower consistently and in furtherance of the foregoing and in the best interests of Borrower; (xxi) not acquire obligations

or securities of its managers, partners, members or Affiliates, as applicable; (xxii) not

fail to provide in its organizational documents that for so long as the Loan is outstanding pursuant to the Loan Documents, it shall

not, without the unanimous written consent of all of its partners, members, shareholders and/or directors (including, without limitation

the Independent Manager), as applicable: (a) file or consent to the filing of any petition, either voluntary or involuntary, to take

advantage of any applicable state or federal insolvency, bankruptcy, liquidation or reorganization laws, (b) seek or consent to the appointment

of a receiver, liquidator or any similar official, (c) take any action that might cause such entity to become insolvent, or (d) make

an assignment for the benefit of creditors; and (xxiii) not fail at any time to have at least one (1) Independent Manager; (xxiv) without

the prior unanimous written consent of all of its members, as applicable, and the consent of the

Independent Manager, Borrower has not and shall not: (a) file or consent to the filing of any petition, either voluntary or involuntary,

to take advantage of any state or federal bankruptcy or insolvency laws, (b) seek or consent to the appointment of a receiver, liquidator

or any similar official, (c) take any action that might cause such entity to become insolvent, or (d) make an assignment for the benefit

of creditors; (xxv) not fail to have a limited liability company agreement of Borrower (the “LLC Agreement”) or resolution

for and on behalf of the Borrower which directly or indirectly provides or requires that (A) upon the occurrence of any event that causes

the last remaining member of Borrower (“Member”) to cease to be the Member of Borrower, any person executing the LLC

Agreement as a “Special Member” shall, without any action of any other Person and simultaneously with the Member ceasing

to be the member of Borrower, automatically be admitted to Borrower (“Special Member”) and shall continue Borrower

without dissolution and (B) Special Member may not resign from Borrower or transfer its rights as Special Member unless a successor Special

Member has been admitted to Borrower as Special Member in accordance with requirements of Delaware law; and (xxvi) Borrower covenants

and agrees that prior, and as a condition precedent, to the removal of an Independent Manager, Borrower shall provide Lender with written

notice of such proposed removal no later than thirty (30) days’ prior to such removal, which notice shall include the identity

and address of such replacement Independent Manager and an officer’s certificate certifying that such replacement Independent Manager

complies with the definition of Independent Manager contained herein.

Failure of Borrower to comply with any

of the covenants contained in this Section or any other covenants contained in this Agreement shall not affect the status of Borrower

as a separate legal entity.

7.2

SPE COVENANTS IN BORROWER ORGANIZATIONAL DOCUMENTS. Borrower covenants and agrees to

incorporate the provisions contained in Sections 7.1(a)-(c) above into Borrower’s organizational documents and Borrower agrees not

to amend, modify or otherwise change its organizational documents with respect to such provisions without the prior written consent of

Lender for so long as the Loan or any portion thereof remains unpaid (not to be unreasonably withheld, conditioned or delayed).

7.3

PAST ACTIVITIES. Borrower hereby represents

and warrants to Lender that from the date of its formation to the Effective Date, Borrower:

(a)

is and always has been duly formed, validly existing, and in good standing in the state of its formation and in all other

jurisdictions where it is qualified to do business, except where the failure to do so has not had a material adverse effect on Borrower

and has been cured;

(b)

has no tax judgments or tax liens of any nature against it that have not been paid except for tax liens not yet due;

(c)

other than in connection with a tax appeal in connection with which all taxes have already been paid, is not currently involved

in any dispute with any taxing authority except as disclosed to Lender in writing prior to the Effective Date;

(d)

has paid all income and other material taxes which it owes, except such taxes Borrower is contesting in accordance with

this Agreement;

(e)

has never owned any real property other than the Property and personal property necessary or incidental to its ownership

or operation of the Property and has never engaged in any business other than or in connection with the ownership and operation of the

Property;

(f)

except as set forth on Schedule 7.3 hereof, is not now party to any lawsuit, arbitration, summons, or legal proceeding that

is still pending as of the Effective Date, which is reasonably likely to have a material adverse effect on Borrower and not covered by

insurance, or that resulted in a judgment against it that has not been paid in full;

(g)

has not entered into any contract or agreement with any of its Affiliates, except upon terms and conditions that are no

less favorable to it than those available in an arm’s-length transaction with an unrelated party;

(h)

has paid all of its debts and liabilities that are due from its assets (including, without limitation, the Property) or

from capital contributions from its equity owners;

(i)

has done or caused to be done all material things necessary to observe all organizational formalities applicable to it

and to preserve its existence;

(j)

has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person;

provided, however, that the Borrower’s assets may have been included in a consolidated financial statement of its Affiliates provided

that (A) appropriate notation was made on such consolidated financial statements to indicate the separateness of the Borrower and such

Affiliates and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of

such Affiliates or any other Person and (B) such assets shall be listed on Borrower’s Affiliate’s own separate balance sheet;

(k)

intentionally omitted;

(l)

has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns

under applicable law);

(m)

has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person

(including any Affiliate);

(n)

has corrected any known misunderstanding regarding its status as a separate entity;

(o)

has conducted all of its business;

(p)

has not identified itself or any of its Affiliates as a division or part of the other;

(q)

has maintained and utilized separate stationery, invoices and checks bearing its own name (if such items are used);

(r)

has not maintained its assets in such a manner that will be costly or difficult to segregate, ascertain or identify its

individual assets from those of any other Person;

(s)

has not commingled its assets with those of any other Person;

(t)

has not guaranteed or become obligated for the debts of any other Person other than in connection with any tenant improvement

allowance under an Approved Lease;

(u)

has not held itself out as being responsible for the debts or obligations of any other Person other than in connection with

any tenant improvement allowance under an Approved Lease;

(v)

except in connection will indebtedness discharged on or prior to the Effective Date, has not pledged its assets to secure

the obligations of any other Person and no such pledge remains outstanding except in connection with the Loan;

(w)

has intended to maintain adequate capital in light of its contemplated business operations;

(x)

has maintained a sufficient number of employees (if any) in light of its contemplated business operations (taking into

account then applicable circumstances) and has paid the salaries of its own employees (if any) from its own funds, in each case to the

extent sufficient cash flow from the Property was available to the Borrower; provided that the foregoing did not require the member or

any other direct or indirect member of the Borrower to make any additional capital contributions to the Borrower;

(y)

has not owned any subsidiary or any equity interest in any other entity;

(z)

has not acquired obligations or securities of its managers, members or Affiliates, as applicable; and

(aa)

has not had any of its obligations guaranteed by an Affiliate, except for guarantees that have been either released or discharged

(or that will be discharged as a result of the closing of the Loan).

Article

8. HAZARDOUS MATERIALS

8.1

SPECIAL REPRESENTATIONS AND WARRANTIES, COVENANTS AND INDEMNITY. The terms and

conditions of Section 1.1 through 1.7 of the Hazardous Materials Indemnity are incorporated herein as if fully set forth herein (“Environmental

Covenants and Representations”). Borrower hereby covenants and agrees to perform all of its obligations under the Environmental

Covenants and Representations and represents and warrants as to all matters detailed in the Environmental Covenants and Representations.

Borrower’s obligations pursuant to this Article 8 are separate from Borrower’s obligations pursuant to the terms of the Hazardous

Material Indemnity.

Article

9. COVENANTS OF BORROWER

9.1

EXPENSES. Borrower shall promptly pay Lender upon demand all reasonable, out of pocket

costs and expenses incurred by Lender in connection with: (a) the drafting, negotiation and administration of this Agreement, the other

Loan Documents, and any other documents required by Lender for the term of the Loan (including in connection with any extension of the

Maturity Date); and (b) the enforcement or satisfaction by Lender of any of Borrower’s or Guarantor’s obligations under this

Agreement, the Guaranty, or the other Loan Documents. For all purposes of this Agreement, Lender’s costs and expenses shall include,

without limitation, all reasonable, out-of-pocket appraisal fees, cost engineering and inspection fees, legal fees and expenses, environmental

consultant fees, auditor fees, recording and filing fees, UCC filing fees and/or UCC vendor fees, flood certification vendor fees, tax

service vendor fees, and the cost to Lender of any title insurance premiums, title surveys, mortgage registration taxes (if applicable),

release, reconveyance, satisfaction and notary fees.

9.2

ERISA COMPLIANCE.

(a)

Borrower shall not maintain or contribute to, or agree to maintain or contribute to, or

permit any ERISA Affiliate of Borrower to maintain or contribute to or agree to maintain or contribute to, any employee benefit plan (as

defined in Section 3(3) of ERISA) subject to Title IV or Section 302 of ERISA or Section 412 of the Code.

(b)

Borrower shall not engage in a non-exempt prohibited transaction under Section 406 of ERISA,

Section 4975 of the Code, or substantially similar provisions under federal, state or local laws, rules or regulations or in any transaction

that would cause any obligation or action taken or to be taken hereunder (or the exercise by Lender of any of its rights under the Note,

this Agreement, the Security Instrument or any other Loan Document) to be a non-exempt prohibited transaction under such provisions.

(c)

Borrower will do, or cause to be done, all things necessary to ensure that it will not be

deemed to hold Plan Assets at any time.

9.3

LEASING. Borrower shall use its best commercially reasonable efforts to maintain all leasable space in the Property

leased at economic terms substantially similar to those currently being offered.

9.4

LEASE COVENANTS.

(a)

All commercial Leases (and for the sake of clarity, excepting therefrom any Leases for residential Tenants executed in the

normal course of business) of all or any part of the Property shall: (A) be upon terms and with tenants approved by Lender prior to the

execution of any such Lease, which approval shall not be unreasonably withheld, conditioned or delayed; and (B) include estoppels, subordination,

attornment and mortgagee protection provisions reasonably satisfactory to Lender. All standard lease forms (if any) and any material deviation

from any form of commercial lease shall be approved by Lender prior to execution of any such commercial

Lease using such form. Upon request by Lender, Borrower shall deliver (i) such additional subordination agreements (or subordination,

attornment and non-disturbance agreements) executed by Borrower and any Tenant under any commercial Lease in form and substance reasonably

acceptable to Lender, and (ii) within thirty (30) days after written request by Lender, estoppel certificates executed by Borrower and

by each of the requested Tenants under commercial Leases, certifying to certain matters in form and substance reasonably acceptable to

Lender. Lender’s failure to object to any request for approval of any commercial Lease and/or requests

to amend any commercial Lease within fifteen (15) Business Days of written request from Borrower shall be deemed approval by Lender.

(b)

Borrower shall (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii)

enforce in a commercially reasonable manner all of the material terms, covenants and conditions contained in the Leases on the part of

the Tenant thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following

a material default thereunder by the respective Tenant; (iii) not materially amend or modify any

commercial Lease in any material respect without the prior written consent of Lender (which consent

shall not be unreasonably withheld, conditioned, or delayed); (iv) except for the first and last months’ rent and security deposits,

collect any of the rents thereunder more than one month in advance excluding any residential Leases for which Borrower may collect

more than one month in advance; (v) not execute any assignment of lessor’s interest in the Leases

or associated rents other than pursuant to the Loan Documents; (vi) not cancel or terminate any guarantee of any of the commercial Leases

without the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; and (vii) not

permit any subletting of any space covered by a Lease or an assignment of the Tenant’s rights under a Lease, except in strict

accordance with the terms of such Lease. Without in any way limiting the requirement of Lender’s

consent hereunder, any Lease Termination Payments in excess of $25,000 shall be (i) applied to reduce the outstanding balance of

the Loan in the sole discretion of Lender if an Event of Default or Mezzanine Event of Default then exists, (ii) if a Cash Sweep Period

then exists and is continuing, deposited in the Restricted Account and disbursed pursuant to the terms and conditions of Article 4 hereof,

or (iii) so long as no Cash Sweep Period then exists and is continuing, at Borrower’s option, to reduce the outstanding balance

of the Loan or be deposited in the Capital Expenditures Reserve Account, and any such sums received by Borrower shall be deposited promptly

upon receipt thereof.

(c)

Security deposits of Tenants under all Leases, whether held in cash or any other form, shall

not be commingled with any other funds of Borrower and, if cash, shall be deposited by Borrower in an account under Borrower's control

at such commercial or savings bank as may be reasonably satisfactory to Lender, which account is hereby pledged to Lender.

(d)

Borrower shall not cancel or terminate any Affiliate Lease without the prior written consent of Lender.

9.5

NO LIENS ON CONTROLLING INTEREST IN BORROWER. Other than Permitted Transfers, Borrower

shall not permit the holder of any Controlling Interest in Borrower to suffer or permit any Lien on any such Controlling Interest.

9.6

NO TRANSFER AND FURTHER ENCUMBRANCE. Other than Permitted Transfers (and subject to

the terms and conditions of Section 9.11 below), Borrower shall not permit the Property or any part thereof or any interest therein, or

in Borrower (directly or indirectly), to be sold, transferred (including, without limitation, through sale or transfer of the corporate

stock or partnership interests, limited liability company or membership interests of Borrower to any other Person, including any other

member or partner), mortgaged, assigned, pledged, further encumbered or leased, whether directly or indirectly, whether voluntarily, involuntarily

or by operation of law, without the prior written consent of Lender. Additionally, subject to the rights of Borrower pursuant to Section

9.11 below, Borrower shall not permit any Lien on the Property or any part thereof other than Permitted Encumbrances. Notwithstanding

anything to the contrary contained in this Section 9.6 or in any other provision of this Agreement or the other Loan Documents to the

contrary, restrictions on Transfers set forth herein or in any other provision of this Agreement or the other Loan Documents shall not

apply to the pledge by Mezzanine Borrower of its direct and/or indirect ownership interests in Borrower as security for the Mezzanine

Loan pursuant to the Mezzanine Loan Documents nor to any Transfer made in accordance with the terms and conditions of the Mezzanine Loan

Documents.

9.7

NO MERGER, CONSOLIDATION AND TRANSFER OF ASSETS. Other than Permitted Transfers, Borrower

shall not, without the prior written consent of Lender: (a) merge or consolidate with, or acquire any stock, obligations or securities

of, or any other interest in, any other entity; (b) make any substantial change in the nature of Borrower’s business or structure;

(c) acquire all or substantially all of the assets of any other entity; (d) divide or enter into a plan of division under Delaware law

(or any comparable event under a different jurisdiction’s laws); or (e) sell, lease, assign, encumber, pledge, hypothecate, mortgage

or transfer or otherwise dispose of a material part of Borrower’s assets, except for Permitted Transfers or otherwise in the ordinary

course of Borrower’s business.

9.8

NO CHANGE IN STRUCTURE OR MANAGEMENT; SINGLE PURPOSE ENTITY. Borrower will preserve

its existence, and not make any material change in the nature or manner of its business activities. Without the prior consent of Lender

(not to be unreasonably withheld, conditioned or delayed): (i) except for Permitted Transfers, Borrower shall not dissolve or liquidate,

or merge or consolidate with or into any other entity, or turn over the management or operation of its property, assets or business to

any other Person, nor shall any member or partner of Borrower voluntarily or involuntarily sell, transfer, pledge or encumber its membership

or partnership interest in Borrower to any other person, including any other member or partner; and (ii) Borrower shall not own or acquire

assets other than the Property and other assets incidental to the normal operation of the Property, such as bank accounts relating thereto.

9.9

NO ADDITIONAL DEBT AND NO SEPARATE GUARANTY. Except as expressly set forth in Section

7.1(b), Borrower shall not, without the prior written consent of Lender (i) incur any additional indebtedness or other material obligation;

or (ii) directly or indirectly guaranty the obligations of any other Person.

9.10

EXISTENCE. If other than a natural Person, Borrower shall preserve and maintain its

existence and all of its rights, privileges and franchises and conduct its business in an orderly, efficient, and regular manner in compliance

with all Legal Requirements.

9.11

TAXES AND OTHER LIABILITIES. Subject to its right to contest same as set forth below,

Borrower shall pay and discharge when due and prior to being delinquent any and all indebtedness, obligations (including all Operating

Expenses), charges, assessments and Taxes, both real and personal, owed by or relating to Borrower and Borrower’s properties (including

federal and state income taxes). At Lender’s request, Borrower will deliver to Lender receipts for payment or other evidence reasonably

satisfactory to Lender that any such Taxes and other charges have been so paid or are not then delinquent; provided, however, Borrower

is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Lender or been paid from

funds in the Tax Account or Borrower has complied with its obligations hereunder to make deposits into the Tax Account. Subject to its

right to contest same as set forth below, Borrower shall not suffer and shall promptly cause to be paid and discharged or fully bonded

to the reasonable satisfaction of Lender any Lien or charge whatsoever which may be or become a Lien or charge against the Property,

and shall promptly pay for or cause to be paid all utility services provided to the Property. After prior notice to Lender, Borrower,

at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence,

the amount or validity or application in whole or in part of any Taxes, Liens or other charges, provided that (a) no Event of Default

has occurred and is continuing; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of

any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted

in accordance with all applicable Legal Requirements; (c) neither the Property nor any part thereof or interest therein will be reasonably

likely to be in danger of being sold, forfeited, terminated, cancelled or lost by reason of the institution or prosecution of such contest;

(d) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes, Liens or other charges, together with

all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such

contested Taxes, Liens or other charges from the Property (except that if such Taxes, Liens or other charges must be paid sooner in order

to avoid being delinquent, then Borrower shall cause the same to be paid (which payment may be made under protest) prior to delinquency,

and upon making such payment prior to delinquency Borrower may continue such contest); and (f) Borrower shall furnish such security as

may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such contested Taxes, Liens

or other charges, together with all interest and penalties thereon, if any. Lender may pay over any such cash deposit or part thereof

held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant

is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled

or lost or there shall be any danger of the Lien of the Security Instrument being primed by any related Lien.

9.12

NOTICE. Borrower shall promptly give notice in writing to Lender of: (a) any known litigation

that is pending or threatened in writing against Borrower that is not fully covered by insurance and that is reasonably likely to have

a material adverse effect on the Property or Borrower; (b) any change in the name of Borrower, and in the case of a Borrower which is

an organization, any change in its identity or organizational structure; (c) material loss to the Property through fire, theft, liability

damage, or any other casualty, whether or not insured; (d) any actual or threatened (in writing) condemnation or eminent domain proceedings

affecting the Property; (e) any termination or cancellation of any insurance policy which Borrower is required herein to maintain to the

extent Lender is not simultaneously notified of the same pursuant to the terms and conditions of such insurance policy; and (f) the occurrence

of any Event of Default by Borrower pursuant to the terms of the Loan Documents.

9.13

FACILITIES. Borrower shall keep all of Borrower’s property useful or necessary

to Borrower’s business in good repair and condition, ordinary wear and tear excepted, and from time to time make necessary repairs,

renewals and replacements thereto so that Borrower’s property shall be fully and efficiently preserved and maintained in good condition

and repair.

9.14

MANAGEMENT OF PROPERTY. Without the prior written consent of Lender, which consent

shall not be unreasonably withheld, conditioned or delayed, Borrower shall not (i) enter into any agreement providing for the management

or operation of the Property other than the Management Agreement and Asset Management Agreement in effect as of the Effective Date,

or (ii) materially amend and/or modify the Management Agreement or Asset Management Agreement. Borrower

shall cause the Property to be operated, in all material respects, in accordance with any applicable property management agreement. In

the event that any applicable property management agreement (including, but not limited to, the Management Agreement) expires or is terminated

(without limiting any obligation of Borrower to obtain Lender’s consent to any termination or material modification of the Management

Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly enter into a replacement Management

Agreement with a Property Manager approved by Lender in Lender’s reasonable discretion. Borrower shall: (i) perform and/or observe

in all material respects all of the covenants and agreements required to be performed and observed by it under any Management Agreement

(and the Asset Management Agreement) and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii)

promptly notify Lender of the giving of any written notice by Property Manager to Borrower of any material default under any Management

Agreement (or any material default under the Asset Management Agreement); (iii) intentionally omitted; (iv) enforce the performance and

observance of all of the material covenants and agreements required to be performed and/or observed by Property Manager and/or Asset

Manager under any Management Agreement and/or the Asset Management Agreement; and (v) not materially amend or materially modify any Management

Agreement or the Asset Management Agreement without the prior written consent of Lender, which consent shall not be unreasonably withheld,

conditioned or delayed. Lender shall have the right to require Borrower to replace Property Manager with a replacement manager chosen

by Lender which is not affiliated with Borrower to manage the Property pursuant to a management agreement reasonably acceptable to Lender

upon the occurrence of any one or more of the following events: (i) at any time following the occurrence and during the continuance of

an Event of Default, or (ii) if Property Manager shall be in default under the Management Agreement beyond any applicable notice and

cure period, (iii) if Property Manager shall become insolvent or a debtor in any involuntary bankruptcy or insolvency proceeding that

is not dismissed within ninety (90) days of the filing thereof, or any voluntary bankruptcy or insolvency proceeding, or (iv) if at any

time Property Manager has engaged in gross negligence, fraud or willful misconduct. If at any time Lender consents to the appointment

of a replacement Property Manager and/or the execution of a management agreement under this Agreement, such replacement Property Manager

and Borrower shall, as a condition of Lender’s consent, execute an assignment of management agreement and/or subordination of management

fees substantially in the same form as the assignment of management agreement entered into with Property Manager in connection with the

origination of the Loan (or in such other form, in form and substance reasonably satisfactory to Lender).

9.15

SUBDIVISION MAPS. Prior to recording any final map, plat, parcel map, lot line adjustment

or other subdivision map of any kind covering any portion of the Property (“Subdivision Map”), Borrower shall submit such

Subdivision Map to Lender for Lender’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed.

9.16

FURTHER ASSURANCES. Upon Lender’s reasonable request and at Borrower’s sole

cost and expense, Borrower shall, and shall cause any Person affiliated with Borrower to, execute, acknowledge and deliver any other instruments,

including replacement promissory notes, guaranties or other loan documents, and perform any other acts necessary, as reasonably determined

by Lender, to correct clerical errors or omissions in any loan closing documentation, to replace any lost or destroyed loan closing documentation,

or to carry out the purposes of this Agreement and the other Loan Documents or to perfect and preserve any liens and security interests

created by the Loan Documents so long as such actions shall not (i) modify or amend any economic term of the Loan (except

in each instance to a de minimis extent), or (ii) increase the obligations, or decrease the rights, of Borrower or Guarantor under

the Loan Documents (except in each instance to a de minimis extent). This obligation shall survive any

foreclosure or deed in lieu of foreclosure of the Property.

9.17

NO ASSIGNMENT. Without the prior written consent of Lender, Borrower shall not assign

Borrower’s interest under any of the Loan Documents, or in any monies due or to become due thereunder, and any assignment without

such consent shall be void.

9.18

SANCTIONS. (a) No Person within the Borrowing Group is or will be a Sanctioned Person;

(b) no Person within the Borrowing Group is or will be controlled by or is acting on behalf of a Sanctioned Person; (c) no Person within

the Borrowing Group is under investigation for an alleged breach of Sanction(s) by any Governmental Authority that enforces Sanctions;

(d) no Person within the Borrowing Group will use any of the Loan proceeds for the purpose of: (i) providing financing to or otherwise

making funds directly or indirectly available to any Sanctioned Person; or (ii) providing financing to or otherwise funding any transaction

which would be prohibited by Sanctions or would otherwise cause the Lender or any other party to this Agreement, or any entity affiliated

with any such party, to be in breach of any Sanction; (e) no Person within the Borrowing Group will fund any repayment of the Loan with

proceeds derived from any transaction that would be prohibited by Sanctions or would otherwise cause the Lender or any other party to

this Agreement, or any entity affiliated with any such party, to be in breach of any Sanction; (f) Borrower will ensure that appropriate

controls and safeguards are in place to fully comply with this Section and the Borrower will notify the Lender in writing not more than

two (2) Business Days after becoming aware of any breach of this Section.

9.19

DISTRIBUTIONS TO MEMBERS OF BORROWER. Borrower shall not declare or pay any distributions

or dividends or purchase, redeem or otherwise acquire for value any member’s interest in Borrower (i) if any such action would

cause an Event of Default, (ii) if any such action would cause Borrower to fail to pay any Permitted Operating Expenses as the same

become due and payable or (iii) at any time an Event of Default exists and is continuing.

9.20

INTEREST RATE CAP AGREEMENT. On the Effective Date, Borrower shall purchase

an Interest Rate Cap Agreement providing for a cap of the Term SOFR Rate at a strike price equal

to or less than 4.50% (or such higher strike price as approved by Lender in its sole discretion)

through the Original Maturity Date (August 7, 2028) (the “Initial Rate Cap Agreement”). As

security for payment of the Loan and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents,

Borrower, as debtor, hereby pledges and assigns to Lender, and grants to Lender a security interest in, all of Borrower’s right,

title and interest in and to any Interest Rate Cap Agreement and agrees to enter into any documentation or take such other action deemed

necessary by Lender to establish, protect, perfect or enforce any such security interest granted to Lender pursuant to this Section 9.20

(including but not limited to a collateral assignment in form and substance reasonably acceptable to Lender).

9.21

INTEREST RATE CAP AGREEMENT COVENANTS. Borrower shall comply with all of its obligations

under the terms and provisions of any such Interest Rate Cap Agreement required pursuant to the terms of this Agreement. During the continuation

of a Cash Sweep Period, all amounts paid by the provider of any Interest Rate Cap Agreement under the terms of the Interest Rate Cap Agreement

to Borrower or Lender shall be deposited immediately into the Restricted Account. Borrower shall take all commercially reasonable actions

requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the provider of

the Interest Rate Cap Agreement and shall not waive, amend or otherwise modify any of its rights thereunder without Lender’s prior

written consent (not to be unreasonably withheld, conditioned or delayed). In the event of any downgrade, withdrawal or qualification

of the rating of the provider of the Interest Rate Cap Agreement by any Ratings Agency such that it is no longer rated at least “A-”

by S&P or “A3” by Moody’s, Borrower shall replace the Interest Rate Cap Agreement with a replacement Interest Rate

Cap Agreement not later than fifteen (15) Business Days following receipt of written notice from Lender of such downgrade, withdrawal

or qualification. In the event that Borrower fails to purchase and deliver to Lender any Interest Rate Cap Agreement within such fifteen

(15) Business Day period or fails to otherwise maintain any Interest Rate Cap Agreement in accordance with the terms and provisions of

this Agreement, Lender may purchase the Interest Rate Cap Agreement and Borrower shall reimburse Lender for the reasonable, out-of-pocket

cost incurred by Lender in purchasing such Interest Rate Cap Agreement within fifteen (15) Business Days after written demand for such

amounts is made on Borrower, and if Borrower fails to reimburse Lender within such fifteen (15) Business Day period, interest will accrue

thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender. Notwithstanding

anything to the contrary contained in this Section 9.21 or elsewhere in this Agreement, if, at any time, Borrower is unable to obtain

and/or maintain the Interest Rate Cap Agreement required pursuant to the terms hereof because such product no longer is commercially available,

then:

(a) within

20 days after written notice thereof to Borrower, Borrower shall enter into, make all payments under, and satisfy all conditions precedent

to the effectiveness of, a Substitute IRPA; and

(b) in

lieu of satisfying the condition described in Section 2.13, Section 2.14, and Section 2.15 with respect to any extension

period not then yet commenced, Borrower shall instead enter into, make all payments under, and satisfy all conditions precedent to the

effectiveness of a Substitute IRPA on or prior to the first day of such extension period.

used herein, “Substitute IRPA” means an interest rate protection agreement that satisfies all of the requirements for

an Interest Rate Cap Agreement set forth in Section 9.20 and Section 9.21, as well as all of the following requirements:

(i) it

has a term expiring no earlier than, in the case of clause (a) above, the then stated Maturity Date and, in the case of clause

(b) above, the last day of the requested extension period;

(ii) has

a notional amount equal to the then outstanding Principal Balance;

(iii) it

provides that the only obligation of Borrower thereunder is the making of a single payment to the counterparty thereunder upon the execution

and delivery thereof; and

(iv) it

provides to Lender and Borrower (as determined by Lender in its reasonable discretion), for the term of the Substitute IRPA, a hedge against

rising interest rates that is no less beneficial to Borrower and Lender than (A) in the case of clause (a) above, that which was provided

by the Interest Rate Cap Agreement being replaced by the Substitute IRPA and (B) in the case of clause (b) above, that which was intended

to be provided by the Interest Rate Cap Agreement that, but for the operation of Section 9.21(b), would have been required pursuant to

Section 2.13(g), Section 2.14(g), and Section 2.15(g) above as a condition to the requested extension period.

9.22

CONTROLLED SUBSTANCES.

(a)

Management of Leases and Property. Borrower shall not engage in any Drug-Related Activities and shall use reasonable

efforts to prohibit any use or occupancy of the Property for Drug-Related Activities. Without limiting the generality of the foregoing,

Borrower shall (i) not enter into, consent to or permit any Lease which allows Drug-Related Activities at the Property, and (ii) expressly

prohibit in all Leases entered into after the Effective Date any Controlled Substances Use and Drug-Related Activities on any portion

of the Property. To the extent Borrower should nonetheless become aware has actual knowledge of any Drug-Related Activities occurring

at the Property, Borrower shall, within ten (10) days of becoming aware, take all commercially reasonable steps as permitted under the

Lease to cease such Drug-Related Activities occurring at the Property.

(b)

Payments to Lender. Borrower shall not make any payments to Lender from funds derived

from Drug-Related Activities.

(c)

Supersedes Local Law. The provisions of this Section are intended and shall apply

notwithstanding any state or local law permitting the Controlled Substances Uses or Drug-Related Activities.

9.23

MATERIAL AGREEMENTS. Borrower shall be required to obtain Lender’s

prior written approval of any and all new Material Agreements entered into on or after the Effective Date, affecting the Property to

which Borrower is a party, which approval shall not be unreasonably withheld, conditioned or delayed. Borrower shall not materially amend

any Material Agreement without the prior written consent of Lender, such consent not to be unreasonably withheld, conditioned or delayed.

Borrower shall (i) observe and perform all the material obligations imposed upon Borrower under any Material Agreement; (ii) use

commercially reasonable efforts to enforce all of the material terms, covenants and conditions contained in any Material Agreement thereunder

to be observed or performed in a commercially reasonable manner, short of termination thereof; (iii) not voluntarily terminate any

Material Agreement (other than any that are no longer necessary for the operation of the Property or that are replaced with a new agreement

on commercially reasonable terms for the same service or in connection with its exercise of remedies thereunder) without the prior written

consent of Lender, which consent shall not be unreasonably withheld, conditioned, or delayed; (iv) not execute any assignment of

Borrower’s interest in any Material Agreement other than pursuant to the Loan Documents; (v) not voluntarily cancel or terminate

any guarantee of any Material Agreement (if any) during the term of such Material Agreement without the prior written consent of Lender,

which consent shall not be unreasonably withheld, conditioned, or delayed; (vi) give Lender prompt written notice of any default

(beyond any applicable notice and cure periods) which occurs with respect to any Material Agreement, whether the default be that of Borrower

or an additional party and of which Borrower is actually aware; and (vii) deliver to Lender fully executed, counterpart copies of

each and every Material Agreement and any material modifications or amendments thereto if requested to do so by Lender in writing.

9.24

COMPLIANCE WITH LAWS. Borrower shall not initiate or acquiesce to a material zoning change of the Property without prior

notice to, and prior written consent from, Lender (not to be unreasonably withheld, conditioned or delayed). Furthermore, Borrower shall

not allow material changes in the stated fundamental use of the Property from that disclosed to Lender as of the Effective Date without

prior notice to, and prior written consent from, Lender. Borrower further covenants and agrees (a) to keep the Property and Collateral

in good condition and repair (ordinary wear and tear excepted); (b) not to remove or demolish the Property or Collateral or any part thereof,

subject to Borrower’s right to replace items of personal property with items of comparable utility and value (or to not replace

same if such items are deemed to be obsolete); (c) to comply in all material respects with all Legal Requirements applicable to the Property

or Collateral; and (d) not to intentionally commit or knowingly permit any waste of the Property or Collateral.

9.25

MEZZANINE LOAN PROVISIONS.

(a)

Pledge of Equity. Notwithstanding anything to the contrary contained in this Agreement,

the pledge by Mezzanine Borrower of its direct and/or indirect equity interest in Borrower (but not of any direct interest in the Property)

(the “Pledged Equity”) to Mezzanine Lender pursuant to the Mezzanine Loan Documents, as security for the Mezzanine

Loan shall be permitted and shall not be deemed to be a Transfer.

(b)

Notices of Default. Borrower shall deliver to Lender promptly after the receipt or delivery, a copy of any written notice

of default received or sent by Mezzanine Borrower with respect to the Mezzanine Loan.

(c)

Intercreditor Agreement. Borrower hereby acknowledges and agrees that any intercreditor agreement entered into between Lender

and Mezzanine Lender (including the Intercreditor Agreement) will be solely for the benefit of Lender and Mezzanine Lender, and that neither

Borrower nor Mezzanine Borrower shall be third-party beneficiaries (intended or otherwise) of any of the provisions therein, have any

rights thereunder (except as expressly set forth therein, if any), or be entitled to rely on any of the provisions contained therein.

Lender and Mezzanine Lender have no obligation to disclose to Borrower or Mezzanine Borrower the contents of any such intercreditor agreement

(including the Intercreditor Agreement). Borrower’s obligations hereunder are and will be independent of any such intercreditor

agreement (including the Intercreditor Agreement) and shall remain unmodified by the terms and provisions thereof.

(d)

Payments to Mezzanine Lender. Notwithstanding anything to the contrary contained in

this Agreement, the Loan Documents, and/or the Mezzanine Loan Documents, the parties hereto acknowledge and agree that, as to any clause

or provision contained in this Agreement, the other Loan Documents, and/or the Mezzanine Loan Documents to the effect that payments,

distributions, or other similar effect are to be made by Borrower to Mezzanine Lender or applied to the Mezzanine Loan, such clause or

provision shall be deemed to mean, and shall be construed as meaning, that Lender shall pay to Borrower, and Borrower shall then immediately

distribute to Mezzanine Borrower, its member, pursuant to and in accordance with the organizational documents of Borrower and the organizational

documents of Mezzanine Borrower, and applicable law, which distribution shall be immediately payable to Mezzanine Lender, and any such

clause or provision shall not be construed as meaning that Borrower and/or Mezzanine Borrower is acting on behalf of, holding out its

credit for, or paying the obligations of, Mezzanine Borrower, as applicable, directly or in any other manner that would violate any of

the single purpose entity covenants contained in this Agreement or other similar covenants contained in Borrower’s organizational

documents or Mezzanine Borrower’s organizational documents, respectively.

(e)

Mezzanine Loan Acquisition. Neither Borrower, nor any Guarantor, nor any Affiliate of any of them, nor any Person

acting at any such Person’s request or direction, shall acquire any interest in the Mezzanine Loan, or any portion thereof or any

interest therein, or any direct or indirect ownership interest in the holder of the Mezzanine Loan, via purchase, participation, transfer,

exchange, operation of law or otherwise, and any breach of this provision that is not cured within ten (10) days of Borrower or any Guarantor

obtaining actual knowledge of such breach shall constitute an Event of Default hereunder.

(f)

Actions of Lender. If any action, proposed action or other decision is consented to or approved by the Mezzanine

Lender, such consent or approval shall not be binding or controlling on the Lender. Borrower hereby acknowledges and agrees that (i) the

risks of Mezzanine Lender in making the Mezzanine Loan are different from the risks of the Lender in making the Loan, (ii) in determining

whether to grant, deny, withhold or condition any requested consent or approval the Mezzanine Lender and the Lender may reasonably reach

different conclusions, and (iii) except as expressly provided in the Loan Documents, the Lender has an absolute independent right

to grant, deny or reasonably condition any requested consent or approval in accordance with the Loan Documents based on its own point

of view. Further, the denial by the Lender of a requested consent or approval shall not create any liability or other obligation of Lender

if the denial of such consent or approval results directly or indirectly in a default under the Mezzanine Loan, and Borrower hereby waives

any claim of liability against Lender arising from any such denial.

(g)

Mezzanine Loan Amendments. Without obtaining the prior written consent of the Lender, Borrower shall not cause or

knowingly permit Mezzanine Borrower or any Guarantor or affiliate of Borrower to (i) amend or modify any of the Mezzanine Loan Documents

to (1) increase the interest rate payable or the principal amount of the Mezzanine Loan (other than protective advances made by Mezzanine

Lender in accordance with the terms of the Mezzanine Loan Documents or accrued and unpaid interest on the Mezzanine Loan), (2) extend

or shorten the scheduled maturity date of the Mezzanine Loan (other than pursuant to the extension conditions set forth in the Mezzanine

Loan Documents) or (3) increase in any material respect any monetary obligations of Mezzanine Borrower under the Mezzanine Loan Documents;

(ii) grant any additional collateral to, or incur any guaranty, indemnity or other obligation on account of the Mezzanine Loan in favor

of, the Mezzanine Lender, except for collateral, guaranties, indemnities and other obligations required to be delivered as of the date

hereof; or (iii) refinance or prepay in full or in part the Mezzanine Loan unless such refinancing or prepayment occurs while no Event

of Default then exists and such prepayment is derived from Mezzanine Borrower’s own funds (and not from revenue derived from the

Property). Subject to the foregoing, Borrower shall deliver to Lender a copy of any amendment or modification to the Mezzanine Loan Documents

within five (5) Business Days after the execution thereof.

(h)

Mezzanine Loan Prepayment. In the event that Mezzanine Borrower prepays the Mezzanine Loan in full pursuant to the

terms and conditions of the Loan Documents and Mezzanine Loan Documents, then Borrower shall not permit or allow Mezzanine Borrower to

borrow additional mezzanine debt without Lender’s prior written consent. In making any determination as to whether to approve any

such proposed mezzanine loan, Lender shall have approval rights, to be reasonably exercised, over all aspects of the proposed mezzanine

loan, including, without limitation, the administrative agent and the lenders a party thereto, the terms and conditions of the mezzanine

loan, including, without limitation, the structure, principal amount(s), payment terms, maturity date, interest rate, other fees and

charges, guarantees, and collateral, the mezzanine loan documents and the form and content of the intercreditor agreement.

9.26

ALTERATIONS. Lender’s

prior approval shall be required in connection with any material alterations performed by Borrower to the Property or any part thereof

(a) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration

Threshold, which approval shall not be unreasonably withheld, conditioned or delayed, and (b) which affects the structural elements of

the Property, the roof of the Property, or any building system of the Property, which approval shall not be unreasonably withheld, conditioned

or delayed. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Property shall at any time

exceed the Alteration Threshold (unless such Alterations (w) with respect to Tenant Improvements, there are sufficient funds held in the

Leasing Reserve, (x) with respect to Capital Expenditures, there are sufficient funds in the Capital Expenditures Reserve, (y) alterations

necessitated by a casualty or condemnation and Lender has permitted Proceeds to be used for the purposes of completing such alterations,

or (z) unless otherwise waived by Lender in its sole discretion, Borrower shall promptly (i) deliver to Lender as security for the payment

of such amounts and as additional security for the Loan any of the following as requested by Lender: (i) cash, (ii) a letter

of credit in form and substance reasonably acceptable to Lender, or (iii) a completion bond in form and substance reasonably satisfactory

to Lender. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect

to such alterations to the Property over the Alteration Threshold.

9.27

LIVE LOCAL ACT. Unless otherwise approved or waived by Lender in its sole discretion,

Borrower hereby covenants and agrees: (a) that the Property shall qualify as an affordable multifamily development under the Live Local

Act; (b) to operate and lease the Property in compliance with the Live Local Act in all material respects, including but not limited to

satisfying all criteria under the Live Local Act such that the LLA Qualifying Units remain qualified for tax exemption pursuant to the

Live Local Act; (c) to apply for and secure the ad valorem tax exemption applicable pursuant to the Live Local Act by March 1st

of each calendar year and obtain the annual required certification of qualified property from the Florida Housing Finance Corporation

(FHFC) (or other applicable Governmental Authority) and timely file such certification with the applicable property appraiser for the

Property; (d) to deliver to Lender, within forty-five (45) days following the end of each calendar year, (i) a certified rent roll for

the Property explicitly identifying the LLA Qualifying Units, (ii) tenant income certifications verifying eligibility, (iii) a copy of

the approved annual FHFC certification, (iv) a copy of the accepted property tax exemption confirmation from the applicable appraiser

for the Property, and (v) such additional documentation and information related to the Live Local Act and the Property as requested by

Lender in its reasonable discretion; (e) not to amend, terminate, release or otherwise modify any recorded Live Local Covenant (if applicable)

or any underlying regulatory agreements related to the Live Local Act and the Property, (f) not to convert any portion of the residential

units at the Property to commercial units, short-term rentals, or transient lodging that would result in the Property no longer being

in compliance (or eligible for) the Live Local Act and the tax exemption provided thereunder.

9.28

POST-CLOSING OBLIGATIONS. [RESERVED].

9.29

EB-5 PROGRAM COVENANTS. Borrower hereby covenants and agrees as follows:

(a)

Maintenance of Regional Center Designation. Borrower shall use commercially reasonable efforts to cause the Regional

Center to maintain its designation as a regional center with USCIS throughout the term of the Loan. Borrower shall promptly notify Lender

in writing (and in no event later than five (5) Business Days) upon Borrower’s knowledge of (i) the termination, suspension, or

revocation of the Regional Center’s designation, (ii) any notice or communication from USCIS indicating an intent to terminate,

suspend, or revoke such designation, or (iii) any material adverse change in the Regional Center’s standing with USCIS.

(b)

USCIS Compliance. Borrower shall, and shall cause its Affiliates to, comply in all material respects with all applicable

USCIS regulations, policies, and procedures governing the EB-5 Program, including without limitation all filing, reporting, and record-keeping

requirements applicable to the Regional Center and any new commercial enterprise or job-creating entity.

(c)

EB-5 Investor Reporting. Borrower shall provide or cause to be provided to EB-5 Investors all reports, notices, and

other communications required to be delivered to such investors under the EB-5 Offering Documents and applicable law. Upon Lender’s

reasonable request (but not more frequently than annually), Borrower shall provide Lender with copies of any annual or periodic reports

delivered to EB-5 Investors and a summary of the status of I-526, I-526E, and I-829 petitions filed by EB-5 Investors to the extent such

information is within Borrower’s possession or control.

(d)

No Unauthorized Modifications. Without the prior written consent of Lender, Borrower shall not, and shall not permit

any Affiliate to, (i) amend, modify, supplement, or waive any material provision of the EB-5 Offering Documents, (ii) materially modify

the organizational structure of any new commercial enterprise or job-creating entity formed in connection with the EB-5 Program, (iii)

materially modify the Job Creation Plan, (iv) change the use of EB-5 Capital Contributions from that contemplated in the EB-5 Offering

Documents, or (v) take any action that would reasonably be expected to result in a material adverse effect on the EB-5 Program or the

immigration benefits available to EB-5 Investors.

(e)

Job Creation. Borrower shall, and shall cause its Affiliates to, use commercially reasonable efforts to create and

maintain the jobs described in the Job Creation Plan within the time periods required by applicable immigration laws and USCIS regulations.

Borrower shall provide Lender with annual updates on job creation progress upon Lender’s reasonable request.

(f)

Notification of EB-5 Matters. Borrower shall promptly notify Lender in writing (and in no event later than ten (10)

Business Days after Borrower’s knowledge thereof) of: (i) any withdrawal or attempted withdrawal of any EB-5 Capital Contribution;

(ii) any material claim, demand, or litigation asserted by any EB-5 Investor against Borrower, any Affiliate of Borrower, or the Regional

Center; (iii) any denial of an I-526, I-526E, or I-829 petition filed by any EB-5 Investor; (iv) any request for return of EB-5 Capital

Contributions that has not been satisfied; (v) any material default or breach under the EB-5 Offering Documents; or (vi) any inquiry,

investigation, enforcement action, or proceeding by USCIS, the SEC, or any other Governmental Authority relating to the EB-5 Program.

(g)

EB-5 Capital Structure. Without the prior written consent of Lender, Borrower shall not, and shall not permit Mezzanine

Borrower to, (i) redeem, repurchase, or return any EB-5 Capital Contribution, except as required by the EB-5 Offering Documents upon

satisfaction of the applicable sustainment period and completion of the applicable immigration process, (ii) make any distribution or

payment to any EB-5 Investor except in accordance with the EB-5 Offering Documents and applicable law, (iii) incur any additional indebtedness,

or grant any additional security interests, secured by or payable from EB-5 Capital Contributions, or (iv) permit any EB-5 Investor to

obtain any Lien on the Property or any direct or indirect interest in Borrower.

9.30

CODE VIOLATIONS. Borrower hereby covenants and agrees that on or before the date that is four (4) months following the

Effective Date (unless otherwise extended by Lender in its reasonable discretion), Borrower shall have delivered evidence reasonably acceptable

to Lender that Borrower has remedied the fire code violations at the Property as described in that certain Zoning Analysis Report dated

July 1, 2026, issued by AEI Consultants, as Project No. 531369.

Article

10. reserved

Article

11. FINANCIAL STATEMENTS

11.1

BORROWER AND GUARANTOR FINANCIAL STATEMENTS. Borrower shall deliver to Lender, as soon

as available, but in no event later than one hundred twenty (120) days after Borrower’s fiscal year end, a current financial statement

(including, without limitation, an income and expense statement and balance sheet) of the Borrower, and a financial statement for each

Guarantor in substantially the same form delivered to Lender in connection with Lender’s approval of the Loan, each to be certified

as true and correct by the party (or officer with respect thereto) in all material respects providing such statements prepared in accordance

with the Approved Accounting Method. Such statements of Borrower shall cover the Property for such fiscal year and contain an income statement

for Borrower and the Property and a balance sheet for Borrower. Such statements of Borrower shall set forth the financial condition and

the results of operations for the Property for such fiscal year, and shall include, but not be limited to, amounts representing annual

Net Operating Income, Gross Income, and Operating Expenses. Borrower's annual financial statements shall be accompanied by (i) a comparison

of the budgeted income and expenses and the actual income and expenses for the prior fiscal year and (ii) an Officer's Certificate certifying

that each annual financial statement fairly presents the financial condition and the results of operations of Borrower and the Property

in all materials respects subject to such reporting, and that such financial statements have been prepared in accordance with the Approved

Accounting Method and as of the date thereof whether there exists an event or circumstance which constitutes an Event of Default under

the Loan Documents executed and delivered by, or applicable to, Borrower, and if such Event of Default exists, the nature thereof, the

period of time it has existed and the action then being taken to remedy the same. The annual financial statement for each Guarantor shall

include a certification from each Guarantor detailing the Guarantor’s Tangible Net Worth and Liquid Assets.

11.2

MONTHLY PROPERTY REPORTING. Within thirty (30) days following the end of each calendar

month, Borrower shall deliver to Lender an operating report for the Property for the immediately preceding calendar month, which contains

the following: (a) a monthly income statement (with trailing 12 month calculation) (detailed for the commercial and residential space);

(b) an updated Rent Roll; (c) a statement of Operating Expenses (if not separately detailed in the income statement); (d) a leasing status

update (brokerage prospective tenant report); (e) an update on accounts payable for Borrower, (f) property management report describing

any planned or in-process Capital Improvements and/or Tenant Improvements at the Property; and (g) an account activity report for the

Restricted Account issued by the Depository Bank (if applicable) (“Monthly Operating Reports”).

11.3

BOOKS AND RECORDS. Borrower shall maintain and cause any Property Manager to maintain

complete books of account and other records for the Property and for disbursement and use of the proceeds of the Loan and the Reserves,

and the same shall be available for inspection by Lender at any time upon five (5) Business Days’ notice to Borrower or Property

Manager, as applicable.

11.4

OTHER INFORMATION. From time to time, upon Lender’s delivery to Borrower and/or

Guarantor of at least ten (10) Business Days prior written notice, Borrower shall deliver (or shall cause Guarantor to deliver) to Lender

such other information with regard to Borrower, principals of Borrower, Guarantor, or the Property as Lender may reasonably request in

writing (including additional financial statements for Guarantor with an updated certification detailing the then applicable Tangible

Net Worth and Liquid Assets of Guarantor). If audited financial information is prepared, Borrower shall deliver to Lender copies of the

most recent audited financial information within fifteen (15) days after request.

11.5

FORM, WARRANTY. Borrower agrees that all financial statements to be delivered to Lender

pursuant to this Article 11 shall, to Borrower’s knowledge: (a) be complete and correct in all materials respects; (b) present fairly

the financial condition of the party; (c) disclose all liabilities that are required to be reflected or reserved against under the Approved

Accounting Method; and (d) be prepared in accordance with the Approved Accounting Method.

11.6

TAX RETURNS. Borrower shall deliver Borrower’s annual federal income tax return

including all schedules for the preceding taxable year as filed with the Internal Revenue Service which shall be delivered to the Lender

on or before the 15th day following the date such tax returns were filed with the Internal Revenue Service.

11.7

BUDGET. For the partial year period commencing on the date hereof, and for each fiscal

year thereafter, Borrower shall submit to Lender an Annual Budget not later than thirty (30) days prior to the commencement of such fiscal

year in form reasonably satisfactory to Lender. Lender shall have the right to approve each Annual Budget (which approval shall not be

unreasonably withheld, conditioned or delayed), and each Annual Budget approved by Lender, including the initial Annual Budget, shall

hereinafter be referred to as an “Approved Annual Budget”. In the event that Lender objects to a proposed Annual Budget submitted

by Borrower which requires the approval of Lender hereunder, Lender shall advise Borrower of such objections within fifteen (15) days

after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise

such Annual Budget and resubmit the same to Lender. Until such time as an Annual Budget is approved for the current year, the previously

Approved Annual Budget shall be used with each line item increased by five percent (5%) (except for Taxes and Insurance Premiums which

shall be the actual amounts incurred and charged to Borrower) and subject to reasonable adjustments for utility, weather-related expenses,

or other non-controllable expenses incurred by Borrower. Lender’s failure to object to any request for approval of any proposed

Annual Budget and/or requests to amend any approved Annual Budget within fifteen (15) Business Days of written request from Borrower shall

be deemed approval by Lender.

11.8

FINANCIAL STATEMENTS. In the event Borrower fails to furnish any of the foregoing financial statements required pursuant

to this Article 11 within thirty (30) days after written notice to Borrower, the same shall be an Event of Default and in addition to

any other remedies available to Lender, the Lender may cause an audit to be made of the respective books and records at the sole cost

and expense of the Borrower.

Article

12. DEFAULTS AND REMEDIES

12.1

EVENTS OF DEFAULT. The occurrence of any one or more of the following shall constitute

an event of default (each an “Event of Default”) under this Agreement and the other Loan Documents:

(a)

Monetary. Borrower’s failure to pay: (i) any sums due and payable on

any Monthly Payment Date under the Note or any of the other Loan Documents within five (5) Business Days after any such Monthly

Payment Date (except for any sums due and payable on the Maturity Date), (ii) any sums due and

payable under the Note or any of the Loan Documents on or prior to the Maturity Date, or (iii) any other

sums due and payable under the terms of the Loan Documents when due (subject to any notice and/or cure period expressly set forth in the

Loan Documents, if any), or to the extent no notice, grace and/or cure periods are expressly provided, subject to a ten (10) day cure

period after receipt of written demand for such sums from Lender.

(b)

Performance of Specified Obligations. Any (i) failure to comply with any obligations

and/or covenants (after the expiration of any applicable notice and cure periods), or (ii) breach of any representations and/or warranties

in any of the following (subject to any notice and/or cure period detailed in any of the following): Sections 9.5 (No Liens on Controlling

Interest in Borrower), 9.6 (No Transfer and Further Encumbrance), 9.7 (No Merger, Consolidation and Transfer of Assets), 9.8 (No Change

in Structure or Management; Single Purpose Entity), 9.17 (No Assignment), 9.18 (Sanctions), and 9.19 (Distributions to Members of Borrower).

(c)

Performance of Obligations. Borrower’s and/or Guarantor’s failure

to perform any other obligation, covenant or condition under this Agreement, the Note, the Guaranty or any of the other Loan Documents

not otherwise specified in this Section 12.1, whether direct or indirect, absolute or contingent and such breach or failure is

not cured within thirty (30) days after written notice of such failure has been provided to Borrower; provided, however, if such breach

or failure is of a nature that it cannot be cured within such thirty (30) day period, Borrower shall have up to thirty (30) additional

days to cure the same as long as Borrower and/or Guarantor commences the cure within such initial thirty (30) day period and diligently

pursues the same; provided, however, that if a different cure period is provided under any Loan Document or under any provision of the

Loan Documents for the remedy of such breach or failure, the specific Loan Document or provision controls, and Borrower and/or Guarantor

will have no more time to cure the breach or failure than is allowed under the specific Loan Document or provision as to such failure

or breach.

(d)

Attachment. The sequestration or attachment of, or any levy or execution upon

any of the Property, any other collateral provided by Borrower under any of the Loan Documents, or any substantial portion of the other

assets of Borrower in violation of the Loan Documents, which sequestration, attachment, levy or execution is not released, expunged or

dismissed prior to the earlier of sixty (60) days or the sale of the assets affected thereby.

(e)

Representations and Warranties. The failure of any representation or warranty

of Borrower in any of the Loan Documents or the Guarantor in the Guaranty to be true and correct in all material respects when made,

or the material inaccuracy of any report, certificate, financial statement or other instrument or document at any time furnished to Lender.

(f)

Bankruptcy; Insolvency; Dissolution. (i) The filing by Borrower or Guarantor

of a petition for relief under the Bankruptcy Code, or under any other present or future state or federal law regarding bankruptcy, reorganization

or other debtor relief law; (ii) the filing against Borrower or Guarantor of an involuntary proceeding under the Bankruptcy Code or other

debtor relief law by a party other than Lender or an Affiliate of Lender and the failure of Borrower or Guarantor to effect a full dismissal

of such proceeding within ninety (90) days after the date of filing such proceeding; (iii) a general assignment by Borrower or Guarantor

for the benefit of creditors; or (iv) Borrower or any Guarantor, applying for, or the appointment of, a receiver, trustee, custodian or

liquidator of Borrower or Guarantor of any of its property.

(g)

Death or Incapacity. A Guarantor who is an individual dies or there

is a judicial determination of incompetency (an “Exiting Guarantor”), unless: (1) the remaining Guarantor(s) continue

to satisfy the Guarantor Financial Covenants; or (2) within sixty (60) days after such death or judicial determination of incompetency,

(i) the Exiting Guarantor is replaced by a Replacement Guarantor or Replacement Guarantors, (ii) the remaining Guarantor (if any) delivers

evidence reasonably satisfactory to Lender that the Guarantor (including any proposed Replacement Guarantor(s)), in the aggregate, is

then in compliance with the Guarantor Financial Covenants, and (iii) the Guarantor (including any proposed Replacement Guarantor(s))

agrees in writing to maintain the Guarantor Financial Covenants when combined with.

(h)

Loss of Priority. The failure at any time of the Security Instrument to be

a valid first lien upon the Property or any portion thereof, other than as a result of any release or reconveyance of the Security Instrument

with respect to all or any portion of the Property pursuant to the terms and conditions of this Agreement.

(i)

Other Loan Documents. Any Event of Default shall occur under any of the other

Loan Documents, in each case, beyond the expiration of any applicable notice and/or cure period provided in such Loan Document.

(j)

Legal Requirements. If Borrower fails to cure any violations of any Legal

Requirements, statutes, laws and regulations affecting all or any portion of the Property or Borrower within thirty (30) days after Borrower

first receives written notice of any such violations; provided, however, if any such violation is reasonably susceptible of cure, but

not within such thirty (30) day period, then Borrower shall be permitted up to an additional sixty (60) days to cure such violation provided

that Borrower commences a cure within such initial thirty (30) day period and thereafter diligently and continuously pursues such cure.

(k)

Taxes. Subject to the rights of Borrower to contest the same as set forth

in Section 9.11 above and the provisions of Section 3.10 above, if any of the Taxes are not paid prior to the date upon

which any interest or late charges shall begin to accrue thereon (unless, with respect to Taxes, Borrower is making the required

deposits pursuant to Section 3.10 hereof, sufficient funds are in the Tax Account to make such payment and Lender has failed

to make such funds available for the payment of such Taxes in violation of the terms and conditions of this Agreement).

(l)

Tangible Net Worth – Guarantor. Guarantor (in the aggregate) fails to maintain at all times Tangible Net Worth

of at least $75,000,000.00 (“Net Worth Covenant”), to be tested pursuant to the financial statements and other related

financial documents of the Guarantor to be provided to Lender from time to time pursuant to the terms hereof; provided that if there is

a failure to satisfy the Net Worth Covenant, such failure shall not be an Event of Default if within thirty (30) days following notice

thereof to Borrower, Borrower provides a Replacement Guarantor such that the Guarantor(s) collectively (including the Replacement Guarantor)

satisfy the Net Worth Covenant.

(m)

Liquid Assets - Guarantor. Guarantor (in the aggregate) fails to maintain at all times Liquid Assets of at least

$1,500,000.00 (“Liquid Asset Covenant” and collectively with the Net Worth Covenant, the “Guarantor Financial

Covenants”), to be tested pursuant to the financial statements and other related financial documents of the Guarantor to be

provided to Lender from time to time pursuant to the terms hereof; provided that if there is a failure to satisfy the Liquid Asset Covenant,

such failure shall not be an Event of Default if within thirty (30) days following notice thereof to Borrower, Borrower provides a Replacement

Guarantor such that the Guarantor(s) collectively (including the Replacement Guarantor) satisfy the Liquid Asset Covenant.

(n)

Judgment Against Borrower or Guarantor. If a final, non-appealable judgment is entered by a court of competent jurisdiction

against Borrower or Guarantor for an amount in excess of $1,000,000.00 that in the commercially reasonable discretion of Lender would

have a material adverse effect on the ability of Borrower or Guarantor to perform their respective obligations under the Loan Documents

and such judgment is not fully covered by insurance to the reasonable satisfaction of Lender or otherwise satisfied within sixty (60)

days after the final entry thereof.

(o)

Insurance Policies. (i) If the Policies are not kept in full force and effect (unless, with respect to Insurance

Premiums, Borrower is making the required deposits pursuant to Section 3.10 hereof, sufficient funds are in the Insurance

Account to make such payment and Lender has failed to make such funds available for the payment of such Insurance Premiums in violation

of the terms and conditions of this Agreement), or (ii) if the Policies are not delivered to Lender upon request or Borrower has not delivered

evidence of the renewal of the Policies at least ten (10) days prior to their expiration as provided in this Agreement.

(p)

Guarantor Matters. Guarantor shall be (i) indicted or convicted of, or pled guilty or no contest to, a violation

of the Patriot Act, (ii) found by a court of competent jurisdiction to have committed, or been under indictment or have been indicted

for, a felony, fraud or crime of moral turpitude under any applicable law; or (iii) found by a Governmental Authority to have violated,

or is then being investigated by a Governmental Authority, for a violation of, any federal or state securities laws or regulations.

(q)

Live Local Act. Without the prior written consent of Lender, any applicable Governmental Authority shall determine

that the Property (and the LLA Qualifying Units) are not eligible or fail to qualify for the Live Local Act tax exemption.

(r)

EB-5 Program. The occurrence of any of the following:

(i)

the termination, suspension, or revocation of the Regional Center’s designation by USCIS, or the failure of the Regional

Center to maintain its designation as a regional center with USCIS, in each case unless a replacement regional center reasonably acceptable

to Lender assumes administration of the EB-5 Program within sixty (60) days;

(ii)

a material violation of USCIS regulations, policies, or procedures governing the EB-5 Program by Borrower, any Affiliate of Borrower,

or the Regional Center, which violation is not cured within thirty (30) days after written notice thereof from Lender or the earlier occurrence

of any enforcement action by USCIS;

(iii)

a final determination by USCIS or a court of competent jurisdiction that the EB-5 Program, as structured, fails to satisfy the

requirements for job creation under applicable immigration laws and USCIS regulations, and such failure is not cured or remedied within

ninety (90) days after such determination;

(iv)

a final, non-appealable judgment or arbitration award entered in favor of one or more EB-5 Investors against Borrower, any Affiliate

of Borrower, or the Regional Center granting rescission of their investment, return of EB-5 Capital Contributions, or damages in excess

of $1,000,000.00 in the aggregate, in each case arising out of litigation or arbitration commenced by such EB-5 Investors, which judgment

or award is not vacated, satisfied, stayed pending appeal, or bonded within sixty (60) days after entry thereof;

(v)

any amendment, modification, or waiver of the EB-5 Offering Documents, or any material modification to the Job Creation Plan or

the organizational structure of any new commercial enterprise or job-creating entity, without the prior written consent of Lender as required

under Section 9.24; or

(vi)

any redemption, repurchase, or return of any EB-5 Capital Contribution, or any distribution or payment to any EB-5 Investor, in

violation of Sections 9.29 and/or 9.19.

12.2

ACCELERATION UPON EVENT OF DEFAULT; REMEDIES. Upon the occurrence and during the continuance

of any Event of Default specified in this Article, Lender may, at its sole option, declare all sums owing to Lender under the Note, this

Agreement and the other Loan Documents immediately due and payable, after which such sums shall, at Lender’s option, bear interest

at the Default Rate (as defined in the Note). Upon such acceleration, (i) Lender may, in addition to all other remedies permitted under

the Note, this Agreement and the other Loan Documents and at law or equity, apply any sums in the Cash Management Account, the Restricted

Account, the Reserve Account and any other Accounts to the sums owing under the Loan Documents; and (ii) any and all obligations of Lender

to fund disbursements under the Loan shall terminate at Lender’s sole option.

12.3

ACCELERATION UPON LOSS OF SECURITY. If at any time the Security Instrument ceases to

be a valid first lien upon the Property, all sums remaining unpaid and owing to Lender under the Note and the other Loan Documents shall,

at Lender’s option, be immediately due and payable and Lender’s obligation to disburse the remaining portion of the Loan which

is then undisbursed, if any, shall terminate.

12.4

DISBURSEMENTS TO THIRD PARTIES. Upon the occurrence and during the continuance of an

Event of Default occasioned by Borrower’s failure to pay money to a third party as required by this Agreement, Lender may but shall

not be obligated to make such payment from the Loan proceeds, other funds of Lender or any amounts in deposit accounts maintained by Borrower

with Lender. If such payment is made from proceeds of the Loan or from any Account, Borrower shall immediately deposit with Lender upon

demand an amount equal to such payment. If such payment is made from funds of Lender, Borrower shall immediately repay such funds upon

written demand of Lender. In either case, the Event of Default with respect to which any such payment has been made by Lender shall not

be deemed cured until such deposit or repayment (as the case may be) has been made by Borrower to Lender.

12.5

SET OFF. Upon the occurrence and during the continuance of an Event of Default, Lender

may set off any and all amounts due by Borrower against any indebtedness or obligation of Lender to Borrower.

12.6

RIGHTS CUMULATIVE; NO WAIVER. All of Lender’s rights and remedies provided in

this Agreement, the Guaranty and the other Loan Documents, together with those granted by law or at equity, are cumulative and may be

exercised by Lender at any time. Lender’s exercise of any right or remedy shall not constitute a cure of any Event of Default unless

all sums then due and payable to Lender under the Loan Documents are repaid and Borrower has cured all other Events of Default. No waiver

shall be implied from any failure of Lender to take, or any delay by Lender in taking, action concerning any Event of Default or failure

of condition under the Loan Documents, or from any previous waiver of any similar or unrelated Event of Default or failure of condition.

Any waiver or approval under any of the Loan Documents must be in writing and shall be limited to its specific terms.

Article

13. MISCELLANEOUS PROVISIONS

13.1

INDEMNITY. Borrower agrees to indemnify and

hold harmless, and on demand defend (with counsel REASONABLY acceptable to Lender), any of the Indemnitees for any ACTUAL loss or expense

which may arise or be created by the acceptance in good faith by the Lender of instructions for making the Loan or disbursing the proceeds

thereof. The Borrower further agrees to defend (with counsel REASONABLY acceptable to Lender), protect, indemnify, and hold harmless

any of the Indemnitees from and against any and all ACTUAL liabilities, obligations, losses, damages, penalties, actions, judgments,

suits, claims, costs, expenses and disbursements of any kind, and arising at any time, based on the Loan, the Loan Documents, or the

use or intended use of the proceeds of the Loan, the Lender’s performance or administration of the Loan, or otherwise on account

of the Loan. The obligations of the Borrower under this Section shall survive any termination of any of the Loan Documents, including

this Agreement.

BORROWER’S

DUTY AND OBLIGATION TO DEFEND, INDEMNIFY AND HOLD HARMLESS INDEMNITEES SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RECONVEYANCE, RELEASE

OR SATISFACTION OR PARTIAL RECONVEYANCE, RELEASE OR SATISFACTION OF THE SECURITY INSTRUMENT OR OTHER LOAN DOCUMENTS. NOTWITHSTANDING THE

FOREGOING, BORROWER SHALL NOT HAVE INDEMNIFCATION OBLIGATIONS OR BE LIABLE FOR THE PAYMENT OF ANY

LOSSES, COSTS AND EXPENSES TO THE EXTENT THE SAME ARISE BY REASON OF THE GROSS NEGLIGENCE, ILLEGAL ACTS, FRAUD OR WILLFUL MISCONDUCT OF

LENDER. Notwithstanding the foregoing, Borrower shall not have any liability for any of

the obligations guaranteed under this Section 13.1 to the extent that such liability arises out of any actions, events, conditions or

facts first arising or first occurring after the date on which (i) Lender, or its nominees and/or assigns, acquires title to the Property

through Lender’s exercise of its remedies under the Loan Documents, whether by foreclosure, exercise of power of sale, acceptance

of a deed/assignment-in-lieu of foreclosure or otherwise, or (ii) Mezzanine Lender, or its nominees and/or assigns, acquires 100% membership

interest in Borrower as a result of the exercise of its rights under the terms and conditions of the Mezzanine Loan Documents, unless,

in each case, such actions, events, conditions or facts were caused by Borrower (while any Guarantor maintains a Controlling Interest

in Borrower) and/or Guarantor.

13.2

NOTICES. All notices, demands, or other communications under this Agreement and the

other Loan Documents shall be in writing and shall be delivered to the appropriate party at the addresses set forth below (subject to

change from time to time by written notice to all other parties to this Agreement as provided below). All notices, demands or other communications

shall be considered as properly given if delivered (i) personally or sent by first class United States Postal Service mail, postage prepaid,

(ii) by Overnight Express Mail (i.e., USPS Priority Mail Express), (iii) by overnight commercial courier service, charges prepaid or

(iv) email with a copy of such notice to follow sent by any method as set forth in (i)–(iii) above. Notices so sent shall be effective

three (3) days after mailing, if mailed by first class mail, and otherwise upon delivery

or refusal to accept delivery; provided, however, that non-receipt of any communication as the result

of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed

receipt of such communication. For purposes of notice, the address of the parties shall be:

Borrower:

Block 40 Property, LLC

c/o Stewards, Inc.

4300 N. University Drive, Suite D105

Lauderhill, FL 33351

Attn: Katy Murless, Chief Financial Officer

Email: xxxxxxx@stewards.com

With a copy to:

Scott Doney, Esq.

3651 Lindell Rd Ste D121

Las Vegas, NV 89103

Email: xxxxxx@xxxxxlawfirm.com

Lender:

VMC CRE Master Lending Upper REIT LLC

c/o Värde Partners, Inc.

350 N 5th Street, Suite 800

Minneapolis, Minnesota 55401

Attn: Legal Notices

Email: xxxxxxx@varde.com

With a copy to:

Fox Rothschild LLP

33 South Sixth Street, Suite 3600

Minneapolis, Minnesota 55402

Attn: Tyler K. Olson

Email: xxxxxx@foxrothschild.com

Any party shall have the right to change its

address for notice hereunder to any other location within the continental United States by the giving of thirty (30) days’ notice

to the other party in the manner set forth hereinabove. Notices, demands, and communications provided by legal counsel on behalf of any

party to this Agreement pursuant to this Section 13.2 will be effective as notice by such party provided such notice clearly states

that such legal counsel is acting on behalf of such party in connection with such notice, demand and/or communication.

13.3

RELATIONSHIP OF PARTIES. The relationship of Borrower and Lender under the Loan Documents

is, and shall at all times remain, solely that of borrower and lender, and Lender neither undertakes nor assumes any responsibility or

duty to Borrower or to any third party with respect to the Property, except as expressly provided in this Agreement and the other Loan

Documents.

13.4

ATTORNEYS’ FEES AND EXPENSES; ENFORCEMENT. If any attorney is engaged by Lender

to enforce or defend any provision of this Agreement, any of the other Loan Documents, or as a consequence of any Default or Event of

Default under the Loan Documents, with or without the filing of any legal action or proceeding, and including, without limitation, any

fees and expenses incurred in any bankruptcy proceeding or in connection with any appeal of a lower court decision, then Borrower shall

pay to Lender, within ten (10) Business Days of written demand, the amount of all reasonable, out of pocket attorneys’ fees and

expenses and costs actually incurred in connection therewith, including all trial and appellate proceedings in any legal action, suit,

bankruptcy or other proceeding, together with interest thereon from the date of such demand until paid at the rate of interest applicable

to the Principal Balance of the Note as specified therein. In the event of any legal proceedings, court costs and attorneys’ fees

shall be set by the court and not by jury and shall be included in any judgment obtained by Lender. This provision is separate and several

and shall survive merger into judgment.

13.5

NO WAIVER. No previous waiver and no failure or delay by Lender in acting with respect

to the terms of the Note or this Agreement shall constitute a waiver of any breach, default, or failure of condition under the Note, this

Agreement or the obligations secured thereby. A waiver of any term of the Note, this Agreement or of any of the obligations secured thereby

must be made in writing and shall be limited to the express written terms of such waiver.

13.6

IMMEDIATELY AVAILABLE FUNDS. Unless otherwise expressly provided for in this Agreement,

all amounts payable by Borrower to Lender shall be (a) payable only in United States currency in immediately available funds; and (b)

received by Lender at the address specified in the Note, or at other such places as may be designated in writing by Lender, no later than

4 PM Central Time. Any amounts received after such time shall be credited the next Business Day.

13.7

LENDER’S AGENTS. Lender may, at Borrower’s expense, designate an agent or

independent contractor to exercise any of Lender’s rights under this Agreement and any of the other Loan Documents. Any reference

to Lender in any of the Loan Documents shall include Lender’s agents, employees or independent contractors.

13.8

WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT PERMITTED BY APPLICABLE STATE LAW,

EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING

UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY CONNECTED WITH

OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER

MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO

OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING

IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART

OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT

OTHERWISE HAVE TO TRIAL BY JURY.

13.9

SEVERABILITY. If any provision or obligation under this Agreement and the other Loan

Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed

severed from this Agreement and the other Loan Documents and the validity, legality and enforceability of the remaining provisions or

obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of this Agreement

and the other Loan Documents; provided, however, that if the rate of interest or any other amount payable under the Note or this Agreement

or any other Loan Document, or the right of collectability therefore, are declared to be or become invalid, illegal or unenforceable,

Lender’s obligations to make advances under the Loan Documents shall not be enforceable by Borrower.

13.10

HEIRS, SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided under the terms

and conditions herein, the terms of the Loan Documents shall bind and inure to the benefit of the heirs, executors, administrators, nominees,

successors and assigns of the parties hereto.

13.11

INTENTIONALLY OMITTED.

13.12

INTENTIONALLY OMITTED.

13.13

TIME. Time is of the essence of each and every term herein.

13.14

GOVERNING LAW AND CONSENT TO JURISDICTION. Notwithstanding the place of execution of

this instrument, the parties to this instrument have contracted for Florida law to govern this instrument and it is agreed that this instrument

is made pursuant to and shall be construed and governed by the laws of the State of Florida without regard to the principles of conflicts

of law. The Borrower submits and consents to personal jurisdiction of the Courts of the State of Florida and Courts of the United States

of America sitting in such State for the enforcement of this instrument and waives any and all personal rights under the laws of any state

or the United States of America to object to jurisdiction in the State of Florida. Litigation may be commenced in any state court of general

jurisdiction for the State of Florida, or the United States District Court located in such state, at the election of the Lender. Nothing

contained herein shall prevent Lender from bringing any action against any other party or exercising any rights against any security given

to Lender, or against the Borrower personally, or against any property of the Borrower, within any other state. Commencement of any such

action or proceeding in any other state shall not constitute a waiver of consent to jurisdiction or of the submission made by the Borrower

to personal jurisdiction within the State of Florida.

13.15

USA PATRIOT ACT NOTICE, COMPLIANCE. The USA Patriot Act of 2001 (Public Law 107-56)

and federal regulations issued with respect thereto require all financial institutions to obtain, verify and record certain information

that identifies individuals or business entities which open an “account” with such financial institution. Consequently, Lender

may from time-to-time request, and Borrower shall provide to Lender, Borrower’s name, address, tax identification number and/or

such other identification information as shall be necessary for Lender to comply with federal law. An “account” for this purpose

may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan

or other extension of credit, and/or other financial services product.

13.16

JOINT AND SEVERAL LIABILITY. The liability of all parties named as Borrower under this

Agreement shall be joint and several.

13.17

INTENTIONALLY DELETED.

13.18

NO THIRD PARTIES BENEFITED. No Person other than Lender and Borrower and their permitted

successors and assigns shall have any right of action under any of the Loan Documents.

13.19

ACTIONS. Borrower agrees that Lender, in exercising the rights, duties or liabilities

of Lender or Borrower under the Loan Documents, may commence, appear in or defend any action or proceeding purporting to affect the Property

or the Loan Documents and Borrower shall promptly reimburse Lender upon demand for all such reasonable expenses so incurred or paid by

Lender, including, without limitation, reasonable attorneys’ fees and expenses and court costs.

13.20

ASSIGNMENT OF LOAN DOCUMENTS. In connection with the payment in full of the Loan pursuant

to a refinancing by Borrower, upon Borrower’s written request, Lender agrees to reasonably cooperate with the assignment

of the Note and Security Instrument without representations, recourse or warranty to any such new lender of Borrower at no cost to the

Lender. If Lender cannot locate the original Note, Lender agrees to deliver the Florida statutory lost note affidavit together with a

copy of the Note, at no cost to the Lender.

13.21

HEADINGS. All article, section or other headings appearing in this Agreement and any

of the other Loan Documents are for convenience of reference only and shall be disregarded in construing this Agreement and any of the