ARTICLE 2 LEASING SERVICES

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1 LEASING AND CONSULTING AGREEMENT This LEASING AND CONSULTING AGREEMENT ( Agreement ) is entered into as of this day of October 2017, by and between _Sonnenblick Development, LLC. a ( Owner ), and Madison Marquette Leasing, Inc., a Florida Corporation ( Agent ). R E C I T A L S A. Owner represents that it is the owner of the land and building(s) commonly known as Panama City Marina Development and located in Panama City, FL.(The Project ). B. Owner desires to engage Agent to lease and consult on the Project and Agent desires to accept such engagement, all on the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained, Owner and Agent hereby agree as follows: A G R E E M E N T ARTICLE 1 APPOINTMENT AND TERM 1.1 Appointment of Agent. Owner hereby appoints Agent as the exclusive leasing agent for the retail portion of the Project and hereby authorizes Agent to exercise such powers as are specified herein with respect to the Project as may be necessary for the performance of Agent s obligations specified herein, and Agent accepts such appointment, all upon the terms and conditions contained in this Agreement. 1.2 Term. The term of this Agreement shall commence on the November 1, 2017, (the Commencement date ) and, subject to the earlier termination or renewal thereof shall end on October 31, (the Expiration date ) ARTICLE 2 LEASING SERVICES 2.0 Consulting Services. Agent will provide on an ongoing basis, consulting services related to master planning development merchandising architectural review and related services to assist in the successful kickoff and execution of the retail portion of the project.

2 2.1 Leasing Services in General. Owner agrees that with respect to any space in the Project which shall be vacant or is about to become vacant (the Vacant Space ), Owner hereby extends the exclusive right to Agent or its affiliates, and Agent, or its affiliates shall use commercially reasonable and diligent efforts, to secure tenants for the Vacant Space through its own organization or through outside brokers, as Agent or its affiliates deem appropriate. Agent or its affiliates shall negotiate all leases for Vacant Space in the Project on a form previously approved by Owner from time to time and at the rental rates set forth in the Project Budget or approved by Owner from time to time. All leases shall be executed by Owner. Agent or its affiliates may, as a property expense payable by Owner (to the extent set forth in the Project Budget), advertise for the leasing of the Vacant Space, using such advertisements as may be approved by Owner from time to time. All such advertisements shall be placed by and through Agent or its affiliates and shall carry the name of Agent or its affiliates and of the Project and shall not carry the name of Owner except upon the express written direction of Owner. All inquiries for any leases or renewals or agreements for the rental of the Vacant Space received by Owner shall be referred to Agent or its affiliates, and all negotiations in connection therewith shall be conducted by or under the direction of Agent or its affiliates, with the advice and assistance of Owner which shall be kept apprised of the status of such negotiations at all times. 2.2 Compensation for Leasing Services. The fees payable by Owner to Agent or its affiliates for the aforementioned services are detailed in Exhibit A attached hereto and made a part hereof. Leasing Commissions (as defined in Exhibit A) shall be payable as follows: fifty percent (50%) within thirty (30) days after the date of full execution of the applicable lease, lease renewal or lease expansion (as applicable) (which renewal or expansion is not already provided for in the applicable lease or license agreement) and the remaining 50% upon such tenant s occupancy of the subject space and commencement of monthly fixed or minimum rent payments, or, with respect to a lease renewal, upon the commencement date of the renewal term. Owner shall be responsible for the payment of any and all attorneys fees, charges and disbursements incurred in connection with the negotiation, drafting and preparation of any leases, licenses or amendments, or extensions or renewals thereof, which fees, charges and disbursements are in addition to the fees set forth in Exhibit A. Agent is hereby authorized to retain experienced legal counsel to assist it in preparing and negotiating any such leases or licenses for Vacant Space and/or amendments, extensions, or renewals to any other lease or occupancy agreements for the Project, which lease, license, amendment, extension or renewal has been authorized by Owner. The Florida Commercial Real estate Leasing Commission Lien Act provides that when a broker has earned a commission by performing licensed services under a brokerage agreement with you, the broker may claim a lien against your interest in the property for the broker s commission. The broker s lien rights under the Act cannot be waived before the commission is earned. F.S et seq. Florida Statutes (2007) ARTICLE 3 OWNER S DUTIES 3.1 Building Office. Owner shall provide Agent, at Owner s sole cost and expense, (i) sufficient space in the Project suitably prepared for use by Agent (and by any independent

3 contractor engaged by Agent pursuant to this Agreement) as office space, workshop, locker rooms, store rooms and for any other purpose reasonably required for the management of the Project, and (ii) all office machines, furniture, equipment and supplies reasonably required by Agent in order to perform its duties hereunder. 3.2 Owner s Insurance Requirements: As an operating expense of the Project, Owner or Owner s representative shall provide and maintain: Insurance against loss or damage to the real property and improvements constituting the Project on a special causes of loss form in an amount not less than the one hundred percent (100%) physical replacement cost value of the Project; with a deductible of not more than Twenty-Five Thousand Dollars ($25,000) and insurance against loss by earthquake, flood and wind, with deductibles deemed appropriate by Owner. Owner shall be responsible for all deductibles. Owner shall be required to provide coverage for the perils of Flood, Earthquake or Wind if the Project is located in a High Hazard area. Limits afforded should be in line with other properties in the general area. Ordinance or Law coverage shall be included to the full limit of building under the Coverage A section and at commercially reasonable limits for the Demolition and Increased Cost of Construction coverages (B and C) Business Income and Extra Expense insurance in an amount not less than the twelve (12) months projected gross rental and other income from the Project Boiler and Machinery insurance covering pressure vessels, air tanks, boilers, machinery, pressure piping, heating and air condition, electrical equipment, provided the Project contains equipment of such nature, and insurance against loss of occupancy or use arising from any such breakdown, in such amounts or as Owner may require Commercial General Liability insurance on an occurrence basis and excess umbrella liability insurance, in a combined overall limit of not less than Five Million Dollars ($5,000,000) per occurrence and in the aggregate including a per location aggregate. Owner agrees that its liability insurance coverage shall be primary and non-contributory to any insurance maintained by Agent with respect to any third party claim asserted against Owner and/or Agent arising out of the operation of the Project. Agent and its affiliates and their respective members, officers, directors and employees shall be named as an additional insured on the liability policies maintained by Owner by way of endorsement reasonably acceptable to Agent, which shall be provided to Agent for its approval. To the extent that Owner may purchase higher limits, Agent and the related parties referenced above shall be included as additional insureds to the full limits purchased by Owner.

4 3.2.5 All such insurance policies shall be written with insurance companies licensed to do business in the state(s) where property is located and rated no lower than A-IX in the most current edition of A.M. Best s Key rating guide Owner agrees to waive its right of subrogation against Agent and its affiliates and their respective members, officers, directors and employees and shall obtain a waiver from its respective insurance companies / carriers releasing those carriers subrogation rights against the Agent and its affiliates and their respective members, officers, directors and employees Each of the above policies will provide Agent with thirty (30) days written notice for cancellation, non-renewal, material change except ten (10) days for non-payment of premium, but only if such a provision is readily obtainable by the owners of Similar Properties Owner shall require or allow Agent to require all contractors to include indemnity and additional insured requirement protecting Agent to the same extent that they protect the Owner Within five (5) days after the Commencement Date and once annually (or within three (3) business days after any request from Agent), Owner shall provide to Agent a certificate of each policy, and endorsements thereto issued and maintained for the Project shall be delivered by Owner to Agent. 3.3 Indemnification. Owner shall, to the maximum extent permitted by law, indemnify, defend and hold harmless Agent and its affiliates, and its and their respective officers, directors, contractors, subcontractors, agents, and employees (collectively, the Indemnified Parties ), from and against all liability (statutory or otherwise), claims, suits, demands, damages, judgments, costs, interest and expenses (including reasonable counsel fees and disbursements) to which an Indemnified Party may be subject or suffer, whether by reason of, or any claim for (i) any injury to or death of any person or damage to property (including any loss of use thereof), (ii) any alleged or actual monetary loss or damages or other economic loss suffered or incurred by any person or entity, and/or (iii) any alleged or actual breach of any lease obligation or other contractual obligation based upon, arising out of, or in connection with, any act or omission (alleged or otherwise) of an Indemnified Party in connection with or related to the management, leasing, maintenance, operation, condition or use of the Project or the performance of any obligation of Agent under this Agreement or the carrying out of any express or implied instructions of Owner, except for and to the extent of the gross negligence or willful misconduct on the part of an Indemnified Party. The provisions of this Section shall survive the termination of this Agreement. The indemnity obligations set forth above are separate and apart from those of Owner as set forth in Sections 4.10 and Reimbursement to Agent for Certain Cost. Owner agrees to reimburse Agent for actual, reasonable and necessary out-of-pocket costs which they shall incur as an operating cost in connection with the performance of this Agreement. Agent shall have the discretion, exercised reasonably, to determine the necessity for the expenditure of any such amounts, which shall include, without limitation, reasonable travel, meals, lodging, telephone, electronic communication, IT costs, postage, air express, costs of recruitment

5 (including applicable Agent s fee), marketing materials and expenses directly related to the International Council of Shopping Centers or other trade association events and other incidental expense; provided that such reimbursed expenses shall be set forth in the Approved Operating Budget. Such reimbursements shall be in addition to the leasing commissions. 3.5 Owner s Representative. Owner shall designate one person to serve as Owner s Representative in all dealings hereunder. Whenever the approval, consent or other action of Owner is called for hereunder, such approval, consent or action shall be binding on Owner if such is given by Owner s Representative. Owner s Representative may be changed at any time during the term in Owner s sole discretion. The appointment of any subsequent representative, however, shall not be effective until Agent has received written notice of the change. ARTICLE 4 TERM / RENEWAL 4.1 Renewal. This Agreement shall renew automatically for successive one (1) year periods upon the same terms and conditions as in effect on the last day of the prior term unless Owner or Agent has notified the other not less than thirty (30) days prior to the then Expiration Date of its intent not to renew this Agreement. 4.2 Termination If Agent shall default in the performance of any of its material obligations hereunder, or if Owner shall default in the performance of any of its material obligations hereunder, then the non-defaulting party may give to the defaulting party written notice specifying such default and if, at the expiration of fifteen (15) days after the giving of such notice, such default shall continue to exist (or in case such default cannot with due diligence be cured within said 15-day period, if the defaulting party fails to proceed promptly after the giving of such notice and with all due diligence to cure the same, it being intended that, in connection with a default not susceptible of being cured with due diligence within said period, the time of the defaulting party within which to cure the same shall be extended for such period as may be reasonably necessary to cure the same with all due diligence), the other party may give to the defaulting party a notice of intention to end the term of this Agreement at the expiration of five (5) days from the date of the giving of such second notice, and at the expiration of said five (5) days, this Agreement shall terminate. If Owner shall fail to maintain sufficient funds in the Bank Account or otherwise to make any payment due to Agent hereunder and such failure shall continue for ten (10) days after notice thereof shall have been given to Owner, Agent may terminate this Agreement by giving notice to such effect to Owner If a petition is filed by or against either party hereto under the Federal Bankruptcy Code or under the provisions of any law of like import and such

6 petition is not dismissed within 90 days thereafter, or if either party shall make an assignment for the benefit of creditors or take advantage of any insolvency law, the other party may terminate this Agreement by giving to such first party notice to such effect In the case of any foreclosure sale or other disposition of the Project, or the appointment of a receiver for the same, pursuant to the terms of any mortgage thereon, Owner (or its successor) and Agent shall each have the right to terminate this Agreement in its sole discretion. Such right shall be exercisable by giving notice to such effect to the other party, which notice shall specify a date for such termination (which date shall not be less than 15 nor more than 180 days after the date of the giving of such notice) and, if such notice be given, this Agreement shall terminate on the specified date Notwithstanding any other provision of this Agreement to the contrary, either party may terminate this Agreement without cause at the end of any calendar month by giving the other party not less than sixty (60) days prior written notice. Owner may designate a termination date earlier than sixty (60) days, provided Agent shall remain entitled to its leasing commissions for the remainder of such sixty (60) days. 4.3 Survival of Obligations. Termination of this Agreement under any of the foregoing provisions shall not release either party from liability for failure to perform any of the duties or obligations as expressed herein and required to be performed by such party for the period prior to such termination. 4.4 Actions upon Termination. Upon expiration or termination of the term of this Agreement: Agent shall (i) surrender to Owner any space in the Project occupied by Agent pursuant to Section 4.4 hereof, (ii) turn over to Owner the books of record and accounts of Owner for the Project, (iii) to the extent that Agent has any of the same in its possession, turn over to Owner the plans and specifications for the Project and the copies of the agreements and guarantees and any leases, licenses and/or other occupancy agreements for the Project, and (iv) turn over or assign to Owner any money, supplies, materials and equipment belonging to Owner, as well as any tenant security deposits, which are then held by Agent Within twenty (20) business days after the effective date of expiration or termination, Agent shall provide a final accounting for the period ending on such termination date. Upon such expiration or termination date, Owner will assume responsibility for payment of all approved or authorized unpaid bills Owner shall promptly pay to Agent the leasing commissions due and all other amounts due to Agent hereunder through the termination date As to any prospective tenant (including any outside brokers representing the same) with whom Agent and/or Owner have conducted bona fide negotiations reasonably evidenced by written documents or correspondence; or as to any prospective tenant for which an officer, principal or authorized representative of such entity has been shown space in the Project and has been

7 registered in writing with Owner by Agent, Agent shall be entitled to its commission if such commission becomes earned and payable hereunder, provided that a written lease is entered into with such prospective tenant within (i) one hundred eighty (180) days following the termination of this Agreement with respect to leases of less than 10,000 rentable or gross leasable square feet, or (ii) three hundred sixty (360) days following the termination of this Agreement with respect to leases of 10,000 rentable or gross leasable square feet or more. Agent shall, within ten (10) business days after notice of termination of this Agreement, deliver to Owner a list of all prospective tenants which fall within the categories described in items (i) and (ii) above, prior to the terminate date of this Agreement. ARTICLE 5 MISCELLANEOUS 5.1 Advertising. All advertising conducted by Owner (or by Agent on Owner s behalf) shall identify Agent as the exclusive managing agent for the Project. 5.2 Agent s Insurance. Agent agrees to maintain, at Agent s expense, at all times during the term hereof, the following insurance in the following amounts issued by companies licensed to do business in the state where the Project is located and having a minimum Best Key rating of no less than A-VIII: Workers Compensation Insurance in statutory amounts and Employer s Liability coverage with limits of liability of not less than $100,000 covering for each accident or occurrence; Fidelity Bond Coverage on a blanket basis covering Agent and all of Agent s employees who have access to or are responsible for handling Owner s funds in the amount of $1,000,000; and Automobile liability insurance with a combined single limit of $1,000,000 per occurrence for bodily injury and/or property damage. Agent agrees to deliver to Owner certificates evidencing all of the above insurance upon not later than five (5) business days after the Commencement Date and thereafter within five (5) business days after request from Owner. Owner acknowledges and agrees that some or all of the insurance coverage specified above in this Section may be provided through one or more blanket or umbrella policies applicable not only to the Project, but to other properties managed by Agent and/or its affiliates. 5.3 Limitation on Assignment. This Agreement may not be assigned by either party hereto without the prior written consent of the other, except that Agent may assign this Agreement or delegate its duties hereunder, without such consent, to any corporation, partnership or other entity controlling, controlled by or under common control with Madison Marquette Retail Services LLC. 5.4 Notices. Any notice, document, or instrument required or permitted to be served upon any of the parties pursuant to this Agreement shall be given in writing by (a) personal delivery, (b) reputable overnight delivery service with proof of delivery, (c) United States Mail, postage prepaid, registered or certified mail, return receipt

8 requested, or (d) legible facsimile transmission, sent to the intended addressee at the address set forth below, or to such other address or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith. Any notice so given shall be deemed to have been given upon receipt or refusal to accept delivery, or, in the case of facsimile transmission, as of the date of the facsimile transmission provided that an original of such facsimile is also sent to the intended addressee by means described in clauses (a), (b) or (c) above. If Owner is composed of one or more Person(s), then notice to one Owner shall be deemed notice to all Owners. To Owner: To Agent: Madison Marquette Retail Services 2001 Pennsylvania Avenue NW 10th Floor Washington, D.C Attn: Executive Vice-President & Director of Legal Services and Risk Management With a copy to: Madison Marquette Leasing, Inc. 100 SE 3 rd Avenue, Suite 2208 Ft. Lauderdale, FL Dual Representation. Owner acknowledges that Agent may represent potential tenants and hereby consents to such dual representation. Owner further acknowledges and agrees that (a) nothing contained in this Agreement shall limit Agent s right to serve as a management and/or leasing agent for projects similar to and/or in competition with the Projects and/or Owner including, without limitation, projects owned by affiliates of Agent, and (b) Agent shall have no liability hereunder as a result of such service. 5.6 Amendments. No provision hereof shall be waived, amended or modified except by an agreement in writing signed by the party against whom the waiver, amendment, modification or discharge is sought to be enforced. 5.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State in which the Project is located. 5.8 Successors. This Agreement shall bind and inure to the benefit of Owner and Agent and, subject to the provisions of Section 6.3 hereof, their respective successors and assigns.

9 5.9 Attorneys Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney s fees and all other costs of such action Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not workdays, unless otherwise specified in this Agreement. All references to Agent include all personnel, employees, and agents of Agent, except as otherwise specified in this Agreement. All references to Owner include its members, partners, officers, agents, employees and independent contractors, except as otherwise specified in this Agreement. The captions of the various sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties Invalidity; Severability. If any portion of this Agreement is declared as invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect Waiver of Terms and Conditions. The failure of Owner or Agent to enforce one or more of the terms or conditions of this Agreement or to exercise any of its rights or privileges, or the waiver by Owner or Agent of any breach of such terms or conditions, shall not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same shall continue and remain in force and effect as if no waiver had occurred Single/Plural Reference. The use herein of the singular number shall be deemed to include the plural, whenever the sense of this Agreement so requires Authority to Enter Into Agreement. Owner and Agent each hereby acknowledge that it has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements Relationship of Parties. Nothing contained in this Agreement shall be construed to make Owner and Agent partner or to render either of said parties liable for the debts or obligations of the other, except as in this Agreement expressly provided.

10 5.18 Force Majeure. The occurrence of an event or circumstance which prevents or delays one party from performing its obligations, which is not within the reasonable control of, or the result of the negligence of, the party claiming Force Majeure, and which, by the exercise of due diligence, the party claiming Force Majeure is unable to overcome or avoid or cause to be avoided shall excuse such party s performance for the duration of such event or circumstance. So long as the requirements of the preceding sentence are met, a Force Majeure event or circumstance may include, but shall not be limited to, flood, drought, earthquake, storm, fire, lightning, epidemic, war or riot: provided, however, that the existence of the foregoing factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. Notwithstanding the foregoing, Force Majeure shall not be based on (a) the loss or failure of a party s supply, including materials or equipment (except if caused by an event that otherwise qualifies as Force Majeure), (b) economic hardship of any kind, or (c) strike or other labor dispute directly affecting the employees of the parties (and not affecting the availability of supplies or equipment generally). Without limiting the immediately foregoing sentence, nothing in this Section shall excuse or delay the obligation of any party hereto to make any payments required of said party hereunder. [SIGNATURES ON FOLLOWING PAGE]

11 IN WITNESS WHEREOF, Owner and Agent have entered into this Agreement as of the day and year first above written. OWNER., a ( Owner ) AGENT Madison Marquette Leasing, Inc., a Florida Corporation ( Agent ) By: (PRINTED NAME) (TITLE) By: (PRINTED NAME) (TITLE) By: (PRINTED NAME) (TITLE) By: (PRINTED NAME) (TITLE)

12 EXHIBIT A Leasing Commissions Leasing Commissions shall be defined as follows: Monthly Retainer $10,000 Type A: For leases brokered by Manager or an Affiliate thereof, the leasing commissions based upon a percentage of base rental revenue as follows: Square Footage Leases less than 25,000 SF Leases less than 25,001 SF and 50,000 SF Leases less than 50,001 SF and 100,000 SF Fee The Greater of $8.00 PSF or 6% of Total Base Minimum The Greater of $6.00 PSF or 5% of Total Base Minimum The Greater of $4.00 PSF or 4% of Total Base Minimum Type B: For leases that are co-brokered: 1. If Manager (or its Affiliate, if applicable) has hired a co-broker in order to assist it in securing a tenant, Manager (or its Affiliate, if applicable) will be paid according to Type A and the co-broker s commission will be the sole responsibility of Manager (or its Affiliate, if applicable). 2. If a co-broker (other than the co-broker in Item B1) represents a tenant to secure leased space, then the total leasing fee or commission owed by Owner will be increased (above the Type A Fee) by the co-broker s fee and payment of the co-broker s commissions will be the responsibility of Owner along with the payment of the Type A Fee to Manager. However, Owner shall not be obligated to pay a co-broker commission if the sum of both the Manager and the co-broker s fee exceed 150% of the Type A Fee due to Manager. Marketing Fees: Owner agrees to pay Agent: (i) Reimbursement for ICSC in the amount of $7,500 annually (ii) $7,500 annually for signage, electronic and internet marketing. Travel Expenses: Owner will be responsible for all travel and property related costs and expenses.

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14 LEASING and CONSULTING AGREEMENT Between MADISON MARQUETTE LEASING, Inc., And [OWNERSHIP ENTITY] October, 2017

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16 RELEVANT EXPERIENCE The Wharf; Washington D.C. A 3.3 million SF mixed use neighborhood, located on the Washington D.C. waterfront Asbury Park, New Jersey 400,000 square feet of retail and entertainment development along Asbury Park s prime oceanfront Grand Boulevard; Florida 630,000 square feet of specialty retail and signature restaurants Mercato, Florida Located on Florida s Southwest Gulf Coast, Mercato offers 315,000 square feet of main street-style retail and restaurants

17 RELEVANT EXPERIENCE (CONTINUED) The Edge, New York Located on the thriving Williamsburg waterfront in Brooklyn, The Edge is a premier, multi-tenant, high street retail and condominium complex totaling 63,717 square feet. Margaritaville Resort, Florida Located in Orlando, Margaritaville is destined to become a world class vacation resort, featuring shopping and dinning The Wharf, Alabama The Wharf is the Gulf Coast's most inviting shopping and dining destination with exciting entertainment and event options Los Olas Boulevard, Florida Located in the heart of Ft. Lauderdale, Los Olas is a premier shopping and dining destination