STATE OF FLORIDA ef DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION! FLORIDA REAL ESTATE COMMISSION FLORIDA DEPARTMENT OF BUSINESS 193 7PL AND PROFESSIONAL REGULATION, 1O-| DIVISION OF REAL ESTATE, Petitioner, Vv. DBPR Case NO. 2009049222 2009029854 DENNIS M. WOLFSON AND DONALD MARTIN WOLFSON, Respondents. / ADMINISTRATIVE COMPLAINT State of Florida, Department of Business and Professional Regulation, Division of Real Estate (“Petitioner”) files this Administrative Complaint against Dennis M. Wolfson and Donald Martin Wolfson (“Respondents”) and allege: ESSENTIAL ALLEGATIONS OF MATERIAL FACT 1. Petitioner is a state government licensing and regulatory agency charged with the responsibility and duty to prosecute Administrative Complaints pursuant to the laws of the State of Florida, in particular Section 20.165 and Chapters 120, 455 and 475, of the Florida Statutes and the rules promulgated pursuant thereto. 2. Respondent Dennis M. Wolfson is and was at all times material hereto a licensed Florida real estate broker, issued H.\ac\wolfson dennisLR AC.doc FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint Case No. 2009029854 license number 97882 in accordance with Chapter 475 of the Florida Statutes. The last license issued was to Dennis M. Wolfson as an active broker at 8818 Goodby’s Executive Drive, Jacksonville, Florida 32217-4692. 3. Respondent Donald Martin Wolfson is and was at all times material hereto a licensed Florida real estate sales associate, license number 691268, in accordance with Chapter 475 of the Florida Statutes. The last license issued was as an active sales associate with Dennis M. Wolfson, 8818 Goodby’s Executive Drive, Jacksonville, Florida 32217-4692. 4. On or about June 14, 1994 Respondent Donald Martin Wolfson registered a Florida Profit Corporation named “The Wolfson Group Real Estate Division, Inc.” with the Florida Department of State, Division of Corporations. A copy of the corporate record is attached hereto and incorporated herein as Administrative Complaint Exhibit 1. 5. Respondent Donald Martin Wolfson was registered as the president/director for The Wolfson Group Real Estate Division, Inc. Respondents knew or should have known that The Wolfson Group Real Estate Division, Inc., was not a licensed real estate brokerage in the state of Florida. A copy of the Department’s licensing record H.\ac\wolfson dennisLR AC.doc 2 FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint Case No. 2009029854 is attached hereto and incorporated herein as Administrative Complaint Exhibit 1A. 6. On or about July 14, 2004 Respondents, on behalf of The Wolfson Group Real Estate Division, Inc., entered into a contract to represent The Vestcor Companies, Inc., (Vestcor) for the acquisition of real properties in the Mayport Village area, Mayport, Florida for VCP-Mayport Basin, LLC, a limited liability company formed by John Rood (61.75%), Don (Donald) Wolfson (5%), and Mark T. Farrel (33.25%) A copy of the contract is attached hereto and incorporated herein as Administrative Complaint Exhibit 2. 7. Respondents knew or should have known that Mark T. Farrell represented Vestcor, as president /manager. 8. Respondents knew or should have known that Vestcor was the manager for VCP-Mayport Basin, LLC, a limited liability company formed by John Rood (61.75%), Don (Donald) Wolfson (5%), and Mark T. Farrel (33.25%): 9. On or about April 6, 2005 Respondents, on behalf of The Wolfson Group Real Estate Division Group, Inc., served as the brokerage for Vestcor in the purchase of a property owned by Harold DeWayne Williams and sold to VCP-Mayport Basin, LLC for $250,000. A copy of the written consent is attached hereto and incorporated H:\ac\wolfson dennisLR AC.doc 3 FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint Case No. 2009029854 herein as Administrative Complaint Exhibit 3. 10. On or about July 15, 2005 Respondents, on behalf of The Wolfson Group Real Estate Division, Inc., brokered with Vestcor the purchased by VCP-Mayport Basin, LLC of a property owned by Chris Prescot for $800,000. A copy of the closing documents is attached hereto and incorporated herein as Administrative Complaint Exhibit 4. 11. On or about October 31, 2005 Respondents, on behalf of The Wolfson Group Real Estate Division, Inc., brokered with Vestcor the purchased by VCP-Mayport Basin, LLC of a property owned by Chevos Limited Partnership for $3,500,000. A copy of correspondence is attached hereto and incorporated herein as Administrative Complaint Exhibit 5. 12. On or about December 9, 2005 Respondents, on behalf of The Wolfson Group Real Estate Division, Inc., brokered with Vestor the purchased by VCP-Mayport Basin, LLC of a property owned by Harold DeWayne Williams for $2,700,000. A copy of the closing statement is attached hereto and incorporated herein as Administrative Complaint Exhibit 6. 13. On or about July 25, 2005 Respondents, on behalf of The Wolfson Group Real Estate Division, Inc., paid John Meserve the H:\ac\wolfson dennisLR AC.doc 4 FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint Case No. 2009029854 amount of $12,000 for assisting Respondents in negotiating the sale and or purchase of the land by VCP-Mayport Basin, LLC. A copy of the check is attached hereto and incorporated herein as Administrative Complaint Exhibit 7. 14. On or about November 23, 2005 Respondents, on behalf of The Wolfson Group Real Estate Division, Inc., paid John Meserve the amount of $52,500 for assisting Respondents in negotiating the sale and or purchase of the land by VCP-Mayport Basin, LLC. A copy of the check is attached hereto and incorporated herein as Administrative Complaint Exhibit 8. 15. On or about January 10, 2006 Respondents, on behalf of The Wolfson Group Real Estate Division, Inc., paid John Meserve the amount of $36,570 for assisting Respondents in negotiating the sale and or purchase of the land by VCP-Mayport Basin, LLC. A copy of the check is attached hereto and incorporated herein as Administrative Complaint Exhibit 9. 16. On or about February 7, 2006 Respondents, on behalf of The Wolfson Group Real Estate Division, Inc., paid John Meserve the amount of $3,750 for assisting Respondents in negotiating the sale and or purchase of the land by VCP-Mayport Basin, LLC. A copy of the check is attached hereto and incorporated herein as H:\ac\wolfson dennisLR AC.doc 5 FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint Case No. 2009029854 Administrative Complaint Exhibit 10. 17. Respondent Dennis Wolfson knew or should have known that all the checks payable to John Meserve were signed by Respondent Donald Wolfson. The checks were written from The Wolfson Group Real Estate Division, Inc.’s bank account. 18. Respondents knew that John Meserve was not the holder of a real estate license. 19. Respondents knew or should have known that John Meserve failed to assist in the development of the parcels of land, during the period of July 2005 to February 2006, the time period for which commissions were paid to John Meserve. 20. Respondents concealed the partnership agreement between Respondent Donald Wolfson and John Meserve for the land purchases brokered with Vestcor from John Rood, a member/owner of VCP-Mayport Basin, LLC, buyer of the properties purchased. A copy of the partnership agreement is attached hereto and incorporated herein as Administrative Complaint Exhibit 11. COUNT ONE 21. Petitioner realleges and incorporates by reference the allegations set forth in paragraphs one (1) through twenty (20) as fully set forth herein. H.\ac\wolfson dennisLR AC.doc 6 FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint Case No. 2009029854 22. Based upon the facts set forth above, Respondent Dennis M. Wolfson violated Section 475.25 (1) (u), Florida Statutes, by failing to direct, control or manage a sales associate employee. COUNT TWO 23. Petitioner realleges and incorporates by reference the allegations set forth in paragraphs one (1) through twenty (20) and paragraph twenty two (22) as fully set forth herein. 24. Based upon the foregoing, Respondent Dennis M. Wolfson violated Section 475.01(1) (a), Florida Statutes and, therefore, violated Section 475.25(1)(h), Florida Statutes, by sharing a commission with, or paying a fee or other compensation to, a person not properly licensed as a broker, broker-salesperson, or salesperson under the laws of this state, for the referral of real estate business, clients, prospects, or customers, or for any one or more of the services set forth in Section 475.01 (1) (a). COUNT THREE 25. Petitioner realleges and incorporates by reference the allegations set forth in paragraphs one (1) through twenty (20), paragraph twenty two (22) and twenty four (24) as fully set forth H:\ac\wolfson dennisLR AC.doc 7 FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint Case No. 2009029854 herein. 26. Based upon the foregoing, Respondent Dennis M. Wolfson violated Section 455.227(1)(j), Florida Statutes, by aiding, . assisting, procuring, employing, or advising an unlicensed person or entity to practice a profession contrary to Chapter 455, 475 or the rules of the Petitioner. COUNT FOUR 27. Petitioner realleges and incorporates by reference the allegations set forth in paragraphs one (1) through twenty (20), twenty two (22), twenty four (24), and twenty six (26) as fully set forth herein. 28. Based upon the foregoing, Respondent Dennis M. Wolfson violated Rule 61J32-5.019 of the Florida Administrative Code and, therefore, Section 475.25(1)(e), Florida Statutes, by failing to ensure the corporation had a current license registration with the Petitioner. COUNT FIVE 29. Petitioner realleges and incorporates by reference the allegations set forth in paragraphs one (1) through twenty (20), twenty two (22), twenty four (24), twenty six (26), and twenty eight H:\ac\wolfson dennisLR AC.doc 8 FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint Case No. 2009029854 (28) as fully set forth herein. 30. Based upon the foregoing, Respondent Dennis M. Wolfson violated Section 475.25(1)(b), Florida Statutes, by concealing a business transaction involving the payment of a commission to an unlicensed individual. COUNT SIX 31. Petitioner realleges and incorporates by reference the allegations set forth in paragraphs one (1) through twenty (20), twenty two (22), twenty four (24), twenty six (26), twenty eight (28), and thirty (30) as fully set forth herein. 32. Based upon the foregoing, Respondent Donald Martin Wolfson violated Sections 475.01(1) (a) and 475.25(1) (h), Florida Statutes, by sharing a commission with, or paying a fee or other compensation to, a person not properly licensed as a broker, broker-salesperson, or salesperson under the laws of this state, for the referral of real estate business, clients, prospects, or customers, or for any one or more of the services set forth in. COUNT SEVEN 33. Petitioner realleges and incorporates by reference the allegations set forth in paragraphs one (1) through twenty (20) H.\ac\wolfson dennisLR AC.doc 9 FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint Case No. 2009029854 twenty two (22), twenty four (24), twenty six (26), twenty eight (28), thirty (30) and thirty two (32) as fully set forth herein. 34. Based upon the foregoing, Respondent Donald Martin Wolfson violated Section 455.227(1)(j), Florida Statutes, by aiding, assisting, procuring, employing, or advising an unlicensed person or entity to practice a profession contrary to Chapter 455, 475 or the rules of the Petitioner. COUNT EIGHT 35. Petitioner realleges and incorporates by reference the allegations set forth in paragraphs one (1) through twenty (20), twenty two (22), twenty four (24), twenty six (26), twenty eight (28), thirty (30), thirty two (32), and thirty four (34) as fully set forth herein. 36. Based upon the foregoing, Respondent Donald Martin Wolfson violated Rule 61J2-5.019 of the Florida Administrative Code and, therefore, violated Section 475.25(1)(e), Florida Statutes, by failing to ensure that the corporation had a current registration with the Petitioner. COUNT NINE 37. Petitioner realleges and incorporates by reference the H:\ac\wolfgon dennisLR AC.doc 10 FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint Case No. 2009029854 allegations set forth in paragraphs one (1) through twenty (20), twenty two (22), twenty four (24), twenty six (26), twenty eight (28), thirty (30), thirty two (32), thirty four (34), and thirty six (36) as fully set forth herein. 38. Based upon the foregoing, Respondent Donald Martin Wolfson violated Section 475.25(1)(b), Florida Statutes, by concealing any business transaction involving the payment of a commission to an unlicensed individual. WHEREFORE, Petitioner respectfully requests the Florida Real Estate Commission, or the Department of Business and Professional Regulation, as may be appropriate, to issue a Final Order as final agency action finding the Respondent(s) guilty as charged. The penalties which may be imposed for violation(s) of Chapter 475 of the Florida Statutes, depending upon the severity of the offense(s), include: revocation of the license or registration or permit; suspension of the license, registration or permit for a period not to exceed ten (10) years, imposition of an administrative fine of up to $5,000 for each count or offense; imposition of investigative costs; issuance of a reprimand; imposition of probation subject to terms including, but not limited H:\ac\wolfson dennisLR AC.doc i FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint Case No. 2009029854 to, requiring the licensee, registrant or permittee to complete and pass additional real estate education courses; publication; or any combination of the foregoing which may apply. See Section 475.25(1), Florida Statutes and Florida Administrative Code Rule 6132-24.001. The penalties which may be imposed for violation(s) of Chapter 455 of the Florida Statutes, depending upon the severity of the offense(s), include: revocation of the license, registration, or permit; suspension of the license, registration, or permit for a period not to exceed ten (10) years; imposition of an administrative fine of up to $5,000 for each count or offense; imposition of investigative costs; issuance of a reprimand; imposition of probation subject to terms including, but not limited to, requiring the licensee, registrant, or permittee to complete and pass additional real estate education courses; publication; restriction of practice; injunctive or mandamus relief; imposition of a cease and desist notice; or any combination of the foregoing which may apply. See Section 455.227, Florida Statutes and Florida Administrative Code Rule 61J32-24.001. H:\ac\wolfson dennisLR AC.doc R FDBPR v. Dennis M. Wolfson Case No. 2009049222 Administrative Complaint ; Case No. 2009029854 SIGNED this Q\ aay of Faneay , 2010. CHARLIE LIEM, Interim Secretary Department of Business and Professional Regulation (Pad ee 4422! f FoR By: James Patrick Harwood Assistant General Counsel Fla. Bar No. 425941 Department of Business and Professional Regulation Division of Real Estate Legal Section 400 W. Robinson Street, N801 Orlando, Florida 32801-1757 (407) 481-5632 - Telephone (407) 317-7260 - Facsimile PCP Date: 1/21/10 PCP MEMBERS: JDR/HF H:\ac\wolfson dennisLR AC.doc 3 SO APR-7 AM 9: 16 FDBPR v. Dennis M. Wolfson Administrative Complaint Case No. 2009049222 Case No. 2009029854 NOTICE TO RESPONDENTS PLEASE BE ADVISED that mediation under Section 120.573 of the Florida Statutes, is not available for administrative disputes involving this type of agency action. PLEASE BE FURTHER ADVISED that pursuant to this Administrative Complaint you may request, within the time allowed by law, a hearing to be conducted in this matter in accordance with Sections 120.569 and 120:57 of the Florida Statutes; that you have the right, at your option and expense, to be represented by counsel or other qualified representative in this matter; and that you have the right, at your option and expense, to take testimony, to call and cross-examine witnesses, and to have subpoena and subpoena duces tecum issued on your behalf if a formal hearing is requested. PLEASE BE FURTHER ADVISED that if you do not file an Election of Rights form or some other responsive pleading with the Petitioner within twenty-one (21) days of receipt of this Administrative Complaint, the Petitioner will file with the Florida Real Estate Commission a motion requesting an informal hearing and entry of an appropriate Final Order which may result in the suspension or revocation of your real estate license or registration. Please see the enclosed Explanation of Rights and Election of Rights form. H.\ac\wolfson dennisLR AC.doc 14 www.sunbiz.org - Department of State Page | of 2 Floripa DEPARTMENT OF STATE DIVISION OF CoRPORATIONS : Home Contact Us E-Filing Services Previous on List . Next on List Return To List Entity Na Events No Name History _Su Detail by Entity Name Florida Profit Corporation THE WOLFSON GROUP REAL ESTATE DIVISION, INC. Filing Information Document Number P94000048424 FEVEIN Number 593252368 Date Filed 06/29/1994 State FL Status INACTIVE Last Event ADMIN DISSOLUTION FOR ANNUAL REPORT Event Date Filed 09/14/2007 Event Effective Date NONE Principal Address PO BOX 331545 ATLANTIC BEACH FL 32233-1545 US Changed 02/06/2002 Mailing Address PO BOX 331545 ATLANTIC BEACH FL 32233-1545 US Changed 02/06/2002 Registered Agent Name & Address GREEN, MARK M 136 E BAY ST JACKSONVILLE FL 32202 US Officer/Director Detail Name & Address THe PD ADMINISTRATIVE COMPLAINT, WOLFSON, DONALD M a 1725 BEACH AVE, EXHIBIT 7. ATLANTIC BEAGH FL 32233 PAGE } or Title VD http://www. sunbiz.org/scripts/cordet.exe?action=DETFIL&ing_doc_number=P94000048.... 12/21/2009 www.sunbiz.org - Department of State Page 2 of 2 WOLFSON, SAUL 3750 EPPING FORST WAY N. JACKSONVILLE FL 32217 Annual Reports Report Year Filed Date 2004 01/15/2004 2005 07/13/2005 2006 09/15/2006 Document Images 09/15/2006 — ANNUAL REPORT 07/13/2005 - ANNUAL REPORT : 01/15/2004 - ANNUAL REPORT | 04/23/2003 -- ANNUAL REPORT .- 02/06/2002 -- ANNUAL REPORT. . 03/06/2001 -- ANNUAL REPORT 12/26/2000 -- ANNUAL REPORT ~ 06/09/1999 -- ANNUAL REPORT 04/24/1998 --ANNUAL REPORT oe 08/26/1997.-- ANNUAL REPORT ~ 06/20/1996 -- ANNUAL REPORT © 05/01/1995 -- ANNUAL REPORT .”.- 2. View: Note: This is not official record. See documents if question or conflict. Previous on List Next on List Return To List : entity Na Events No Name History Su | Home | Contact us | Document Searches | E-Filing Services | Forms | Help | Copyright and Privacy Policies Copyright © 2007 State of Florida, Department of State. VE COMPLAINT ADMINISTRA EXHIBIT # PAGE a. OF http://www.sunbiz.org/scripts/cordet.exe?action=DETFIL&ing_doc_number=P94000048... 12/21/2009 UE Mecy . Division of Real Estate ie Be ee) Thomas O'Bryant, Jr., Director Business <> 400 West Robinson Street, N801 Profe ssional Orlando, Florida 32801-1757 Regulation Phone: 407.481.5662 * Fax: 407.317.7245 Charlie Liem, Interim Secretary Charlie Crist, Governor MEMORANDUM TO: Alfonso Santana, Senior Attorney FROM: Janis Dodd, Regulatory Specialist II SUBJECT: Dennis M. Wolfson LIC NO.: BK 97882 DATE: December 29, 2009 In accordance with your request of December 21, 2009, enclosed please find requested certification of records for the above subject(s). ADMINISTRATIVE COMP LAINE exurery UA LICENSE EFFICIENTLY. REGULATE FAIRLY, WWW.MYELORIDALICENSE.COM Division of Real Estate Thomas O’Bryant, Jr., Director Ponck safirnenp B u I i n esy, 400 West Robinson Street, NE01 Profe essl ional Orlando, Florida 32801-1757 Reg u lati on Phone: 407.481.5662 » Fax: 407.317.7245 Charlie Liem, Interim Secretary Charlie Crist, Governor CERTIFICATION 1, JUANA WATKINS, DEPUTY DIRECTOR OF THE DIVISION OF REAL ESTATE, DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION, CERTIFY THAT THE ABOVE SEAL IS THE AUTHENTIC SEAL OF THE STATE OF FLORIDA, AND THAT THE RECORD BELOW SETS FORTH ACTIVITIES OF THE STATE OF FLORIDA, DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION, DIVISION OF REAL ESTATE. Dennis M. Wolfson, Broker, License #BK — 97882 That from June 22, 1998 to the Present Dennis M. Wolfson is registered as a sole proprietor broker located 8818 Goodby’s Executive Drive, Jacksonville, Florida 32217; That as of this date his license is in a current active status through September 30, 2011. + Disciplinary Actions There is no record of any disciplinary action against Dennis M. Wolfson. Certified at Orlando, Florida this 29th day of December 2009. Ga. Watkins, Deputy Director Division of Real Estate fanis Dodd, Regulatory Specialist ll Division of Real Estate LICENSE EFFICIENTLY. REGULATE FAIRLY. WWW.MYFLORIDALICENSE.COM Pond (deren irnentr Division of Real Estate Lict oe, . Thomas O’Bryant, Jr., Director B usin e€Sy fv | 400 West Robinson Street, N801 Professiona Orlando, Florida 32801-1757 h : 407.481 . 1 . . Regulation Phone: 407.481.5662 + Fax: 407.317.7245 Charlie Liem, Interim Secretary Charlie Crist, Governor MEMORANDUM TO: Alfonso Santana, Senior Attorney FROM: Janis Dodd, Regulatory Specialist |I SUBJECT: Donald Martin Wolfson LIC NO.: SL 691268 DATE: December 29, 2009 In accordance with your request of December 21, 2009, enclosed please find requested certification of records for the above subject(s). LICENSE EFFICIENTLY. REGULATE FAIRLY. WWW.MYFLORIDALICENSE.COM Sonda Denartrnent 4 Division of Real Estate ' . Y Thomas O’Bryant, Jr., Director Busin ess 7x, 400 West Robinson Street, N801 Profes siona | Orlando, Fiorida 32801-1757 Regu lation Phone: 407.481.5662 » Fax: 407.317.7245 Charlie Liem, Interim Secretary Charlie Crist, Governor CERTIFICATION 1, JUANA WATKINS, DEPUTY DIRECTOR OF THE DIVISION OF REAL ESTATE, DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION, CERTIFY THAT THE ABOVE SEAL IS THE AUTHENTIC SEAL OF THE STATE OF FLORIDA, AND THAT THE RECORD BELOW SETS FORTH ACTIVITIES OF THE STATE OF FLORIDA, DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION, DIVISION OF REAL ESTATE. Donald Martin Wolfson, Sales Associate, License #SL — 691268 That on July 11, 2000 Donald Martin Wolfson passed the Florida Real Estate Sales Associate examination; That from July 11, 2000 to July 20, 2000 his license was in an inactive status. That from July 20, 2000 to January 23, 2003 he was a sales associate affiliated with Heritage Capital Group, Inc. license number CQ 227336, a brokerage corporation located at 225 Water Street, Suite 1250, Jacksonville, Florida 32202: That from January 23, 2003 to June 19, 2003 his license was in an inactive status. That from June 19, 2003 to the Present he is a sales associate affiliated with Dennis M. Wolfson license number BK 97882, a sole proprietorship located at 8818 Goodby’s Executive Drive, Jacksonville, Florida 32217; That as of this date his license is in a current active status through March 31, 2010. Disciplinary Actions There is no record of any disciplinary action against Donald Martin Wolfson. LICENSE EFFICIENTLY. REGULATE FAIRLY. WWW.MYELORIDALICENSE.COM Certified at Orlando, Florida this 29th day of December 2009. Cas Watkins, Deputy Director Division of Real Estate ATTEST: aftis Dodd, Regulatory Specialist Il Zivision of Real Estate Pogdn Genatrend & Division of Real Estate . eof fh Thomas O'Bryant, Jr., Director Busin ess 7 400 West Robinson Street, N801 Professional Orlando, Florida 32801-1757 Regulation Phone: 407.481.5662 +» Fax: 407.317.7245 se : f Charlie Liem, Interim Secretary Charlie Crist, Governor } MEMORANDUM TO: Alfonso Santana, Senior Attorney FROM: Janis Dodd, Regulatory Specialist !I SUBJECT: The Wolfson Group Real Estate Division, Inc. LIC NO.: Non-Licensed DATE: December 29, 2009 In accordance with your request of December 21, 2009, enclosed please find requested certification of records for the above subject(s). LICENSE EFFICIENTLY. REGULATE FAIRLY. WWW.MYELORIDALICENSE.COM Division of Real Estate r 7 Thomas O’Bryant, Jr., Director Bus si n esg vA 4 400 West Robinson Street, N801 P rofes Si na | Orlando, Florida 32801-1757 Phone: 407.481.5662 + Fax: 407.317.7245 Re gulati ion Charlie Liem, Interim Secretary Charlie Crist, Governor CERTIFICATE OF NON-LICENSURE |, Juana Watkins, Deputy Director of The Division of Real Estate, Department of Business and Professional Regulation (Department), State of Florida, am an employee of the Department. After a diligent search of the Department's electronic records that are prepared as a regular practice and maintained in Tallahassee, Florida, | hereby certify that there is no evidence The Wolfson Group Real Estate Division, Inc. ever had a current or active license as a Real Estate corporation, partnership, limited liability company or limited liability partnership in the State of Florida in accordance with Chapter 475, Florida Statutes. Certified at Orlando, Florida this 29th day of December 2009. d. Watkins, Deputy Director Division of Real Estate ATTEST: anis Dodd, Regulatory Specialist I! Division of Real Estate Note: Sections 90.803(10) and 90.902, Florida Statutes, provide that absence of a public record or entry, e.g., a certificate of non-licensure, is self-authenticating and admissible as evidence even though the declarant is available. ADMINISTRATIVE COMPLAINT EXHIBIT +f —_—_-_—— LICENSE EFFICIENTLY. REGULATE FAIRLY GE, ao Prt mistaken PE WWW.MYELORIDALICENSE.COM July 14, 2004 Tih Vistvor Comearvigs Mr. Donald M. Wolfson Mark 7, Far lf The Wolfson Group Real Este Division, Ine. ‘fee wn 10151 Deerwood Park Blvd. Building 200, Suite 250 Jacksonville, FL 32256 Re: Vestcor Acquisition of May, ort Property Dear Don: ‘This Ietter cor. firms that The Vestcor Compames, Inc., (“Vestcor"), has engaged your company’s brokerage services for Vestcor’s acquisition of property located in the historic Mayport Village area (“Mayport”). If Vestcor, or an affiliate thereof, acquires property in Mayport through a ‘Tacitional purchase, or ag a result of a contribution by :¢ acquired property's owner in exchange ‘or a limited parnership interest in a to-be formed Vestcor limited partnership, you shall be amttled to receive a 3% commission on the purchase price of the property in a traditional acquisition, or 3% of the contribution value of the property in case of a contribution. Commission will be earned and payable at closing / contribution. In addition, we will provide you with a 5% interest in the general parmer of the to-be formed Vestcor limited partnership which ultimately acquires the Property. Your general parmership interest will be non dilutive unless the other ~ general partners interest is diluted. Then your general partnership interest will be diluted in proportion to the other general partner's interes:. . Ths commitment shall expire May 19, 2006, unless the acquiring entity has entered into or 15 actively negotiating 2 purchase agreement to acquire property in Mayport cither through purchase or contribution. This commitment shall be extended for such transactions until the subject property is acquired or contributed or until the purchase agreement or negotiations related therero arc terminated. If Vestcor docs not acquire property within Mayport during the term of this understanding, with the exception as set forth immediately preceding, this commitment shall be: ome null and void. Shou d you have any questions, please do not hesitatc to contact me. I look forward to working with you on this acquisition. Smncere:y. Wit i9--——_ Mark T. Farrell INVESTMENT + DEVELOPMENT -CONSTRUCTION -PRopERTY MANAGEMENT “3030 Hartley Road, Suite 300 - Jacksonville, FL 32257-8205 Telepaone (904) 260-3039 - Facsimile (904) 260-9031 - www,vesteur.com veroanyk COMPLAINT ADMENISTRALIVE CON HIBIT ¢ EXHIBIT # = : : | OF PAG [ae ne THE MEMBERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE FEDERAL, STATE OR FOREIGN SECURITIES LAWS. IN ADDITION, TRANSFER OR OTHER DISPOSITION OF THE INTEREST IS RESTRICTED AS PROVIDED IN THIS AGREEMENT. OPERATING AGREEMENT OF VCP-MAYPORT BASIN, LLC This Operating Agreement (this "Agreement"), of VCP-MAYPORT BASIN, LLC (the "Company"), is made arid entered into as of July /2£#_, 2005 by and between the Company, JOHN D. ROOD, MARK T. FARRELL and DON WOLFSON (“Members”) and VESTCOR, INC., Manager of VCP-Mayport Basin, LLC (“Manager”). ARTICLEI DEFINITIONS _ 1.1 Definitions. In this Agreement, the following terms shall have the meanings set forth below: (a) "Adjusted Capital Account" means the Capital Account maintained for each Member as of the end of each Fiscal Year (i) mcreased by any amounts which such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(3)(5) and (ii) decreased by the items described in Treasury Regulations Sections 1.704- 1(b)(2)(ii)(A)(4), 1.704-1(b)(2)\Gi(D(5), and 1.704-1(b)(2)Gi)(G)(6) and shall be interpreted consistently with such regulations or any superseding regulations thereto. (b) "Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member's Adjusted Capital Account as of the end of the relevant Fiscal Year. (c) "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such Person and meludes (a) any Person owning or controlling directly or indirectly fifty percent (50%) or more of the outstanding voting securities of such Person, (b) an officer, general partner, director, manager or trustee of such Person, and (c) if such Person is an officer, general partner, director, manager or trustee, any Person for which such Person acts in any such capacity. (d) "Articles of Organization" mean the Articles of Organization of the Company filed or to be filed with the Florida Secretary of State, as they may from time to time be amended. (e) "Capital Account" as of any date means the Capital Contribution to the Company by a Member, adjusted as of such date pursuant to the terms of this Agreement. {£) "Capital Contribution" means the cash and the fair market value of property contributed by a Member to the Company (net of any Tability that the Company assumes or to which such contributed property is subject). PUMPS RATIVE COM! ge cos Puvher WCORM34422.1 EXHIBIT # fou Zt rye ————— RST (g) "Code" means the Intemal Revenue Code of 1986, as amended, or any superseding federal revenue statute. (h) "Company Minimum Gain" means an amount, with respect to each Partner Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Parmer Nonrecourse Debt were treated as a Nonrecourse Liability, determmed im accordance with Treasury Regulations Section 1.704- 2(i)(3). (i) "Distribution" means any cash and other property distributed by the Company to the Member under Section 6.5 or Article IX of this Agreement. G) “Fiscal Year" means the fiscal year of the Company. (kX) "Florida Act" means the Florida Limited Liability Company Act. @) "Major Management Decisions" means the following decisions which require the consent of the Members holding 60% of the Percentage Interests in the Company: 69) any merger or consolidation involving the Company in which the Company is not the surviving entity and the Members do not own at least 50% of the surviving entity; . (2) any sale of all or substantially all the assets of the Company; > @) any liquidation and dissolution of the Company; and (4) any material amendments to the Articles of Organization or this Agreement. (m) "Manager" means any Person appointed to manage the business and affairs of the Company as provided in Article IV hereof. (n) "Member" means each Person who executes a counterpart of this Agreement as a Member and each Person who may hereafter become a party to this Agreement and be admitted as a Member of the Company. (0) "Net Losses” means the losses of the Company, if any, determined in accordance with generally accepted accounting principles. . (p) "Net Profits" means the income of the Company, if any, determined in accordance with generally accepted accounting principles. : q) "Partner Nonrecourse Debt" has the meaning set forth in Treasury Regulations Section 1.704-2(b)(4). . @) "Partner Nonrecourse Deductions" has the meaning set forth in Treasury Regulations Section 1.704-2()(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Fiscal Year shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(i)(2). DE COMPLABYH BIT it XHIS.T # { \\CORM434422.1 - ~ oS PAGE GF ADMIN! 2 (s) "Percentage Interest" means the percentage ownership of the Company held by a Member as shown in Exhibit A. (t) "Person" means any natural person, corporation, governmental authority, limited lability company, partnership, trust, unincorporated association or other entity. (uv) "Regulatory Allocation” means the allocations set forth in Section 6.3(a) through (e). (v) "Transfer" means any sale, assignment, gift, pledge or other disposition, whether vohmtary or by operation of law, of a Member's interest in the Company. (w) "Treasury Regulations" means all proposed temporary and final regulations promulgated under the Code as from time to time in effect. (x) "Unrecovered Capital Contribution Amount" means, at any given time, an ammount equal to the excess, if any, of the Capital Contributions made by a Member over all Distributions to that Member. ARTICLE If ORGANIZATION 2.1 Formation. The Members hereby organize the Company as a Florida Limited Liability Company pursuant to the provisions of the Florida Act. 2.2 Principal Place of Business. The initial principal place of business within the State of Florida shall be 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257. The Company may establish any other places of business as the Members may from time to time deem advisable. 2.3 Registered Agent. The Company's registered agent shall be Mark T. Farrell, having a tegistered office at 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257. : 2.4 Term. The term of the Company shall be perpetual from the date of filing of the Articles of Organization with the Florida Secretary of State, unless the Company is dissolved sooner pursuant to this Agreement or the Florida Act. 2.5 Purposes. The Company is formed for any lawful business purpose or purposes.. 2.6 Effective Date. The Company is formed to be effective as of the filig of this Company's Articles of Organization. ARTICLE It MEMBERS 3.1 Names and Addresses. The names and addresses of the Members are as set forth in Exhibit A to this Agreement. 3.2 Additional Members. A Person may be admitted as a Meniber after the date of this Agreement, upon the consent of the Manager. 3.3 Books and Records. The Company shall keep books and records of accounts and minutes of all meetings of the Members. rv > RZ ety MPLAINT, SOMINISTRATIVE CO EXHIBIT_t EXHIBIT , Fz. WCOR\434422.1 OF PORE Pc eeneeeneer tem 3.4 Limitation of Liability. Each Member's liability shall be limited as set forth in this Agreement, the Florida Act and other applicable law. A Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except that such Member shall remain personally liable for the payment of the Capital Contribution of such Member and as otherwise set forth in this Agreement, the Florida Act or other applicable law. 3.5 Liability of a Member to the Company. A Member who or which rightfully receives the retum of any portion of a Capital Contribution is liable to the Company only to the extent now or thereafter provided by the Florida Act. A Member who or which receives a Distribution made by the Company in violation of this Agreement shall be liable to the Company for the amount of such | Distribution or as otherwise required by the Florida Act. 3.6 Members May Participate in Other Activities. The Members, either individually or with others, shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company. No Member, acting in the capacity of a Member, shall be obligated to offer to the Company any opportunity to participate in any such other business venture. The Company shall not have the right to any income or profit derived from any such other business venture of the Members. ARTICLE IV MANAGEMENT ~ -4.1 Management. Except for Major Management Decisions, the management of all of the affairs, business and property of the Company shall be vested in its Manager. The initial number of Managers of the Company shall be one (1), but the number of Managers may be changed by agreement of the © Members holding a majority of the Percentage Interests. Each Manager shall hold office until its death, dissolution, resignation or removal. The initial Manager shall be: Vestcor, Inc. 4.2 Binding Authority. Unless authorized to do so by this Agreement or in writing by the Manager, no Person other than the Manager and its officers or the officers of the Company shall have any power or authority to bind the Company. 4.3 Officers. . (a) The Appointment of Officers. The Manager may appoint one or more officers to take part in the management of the Company, including but not limited to a President, Vice Presidents, a Secretary and a Treasurer as described in the following sections, and any other titles with duties and responsibilities as the Manager may designate. Each officer, including an officer elected to fill a vacancy, shall hold office at the pleasure of the Manager until a successor is elected, except as otherwise provided by the Act. Any officer may be removed, with or without cause, at any time by the Manager. 4 ADMINISTRATIVE compLexeiBiT_t EYRNAIT ug PAGE UZ ~: _f OF aA) \NCORM434422.1 nena (b) President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Manager, have general supervision, direction, and control of the business affairs of the Company. The President shall have all of the powers which are ordinarily inherent in the office of the President of a corporation, and shall have such further powers and shall perform such further duties as may be prescribed from time to time by the Manager. The President shall have authority to suspend or to remove any employee, agent or appointed officer of the Company and to suspend for cause any officer of the Company elected by the Manager and, in the case of the suspension for cause of any such elected officer, to recommend to the Manager what further action should be taken. The President shall have general authority to execute bonds, deeds, contracts and other documents in the name and on behalf of the Company and shall make reports to the Manager. (c) Vice Presidents. In the absence or disability or refusal to act of the President, the Vice Presidents in order of their rank as fixed by the President, or, if not ranked, the Vice . President designated by the President, shall perform all of the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the President or by this Agreement or by the Manager. (d) Secretary. The Secretary shall keep or cause to be kept at the principal executive office of the Company, or such other place as the President may order, 2 book of minutes of all proceedings of the Members, with the time and place of holding, whether regular or special, and ~ if special how authorized, the notice thereof given, the names of those present and the number of votes present or represented at Member meetings. The Secretary or an Assistant Secretary or, if they are absent or unable or refuse to act, any other officer of the Company shall give or cause to ” be given notice of all the Member meetings required by the Agreement or by law to be given, shall keep the seal of the Company, if any, in safe custody, and shall have such other powers and perform such other duties as may be prescribed from time to time by the President, this Agreement or the Manager. (e) Treasurer. The Treasurer shall be the chief financial officer of the Company and - shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Company. The Treasurer shall receive and deposit all monies and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the same only in such manner as the President or the Manager may from time to time determine, shall render to the President or the Manager, whenever requested, an account of all his or her transactions as Treasurer and of the financial condition of the Company, and shall perform such further duties as may be prescribed from time to time by the President, this Agreement or the Manager. . 4.4 Liability for Certain Acts. The Manager and officers shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care as an ordinarily prudent Person in a similar position would use under similar circumstances. Each Manager and officer who so performs such duties shall not have any liability by reason of being or having been a Manager or officer of the Company. Neither the Manager nor any officer shall be liable to the Company or any Manager for any loss or damage sustained by the Company or any Manager, unless the loss or damage shall have been the result of the gross negligence or willful misconduct of any such Person. Without limiting the generality of the preceding sentence, no Manager nor any officer in any way \WCORM34422.1 guarantees the retum of any Capital Contribution to a Member or the receipt of any Net Profits Distribution or other amount by the Members from the operations of the Company. 4.5 No Exclusive Duty to Company. The Manager and officers shall not be required to manage the Company as their sole and exclusive fimction and they may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right pursuant to this Agreement to share or participate in such other business interests or activities or to the income or proceeds derived therefrom. No Manager, officer nor any Member shall incur any liability to the Company or any other Member as a result of engaging in any other business interests or activities in addition to those relating to the Company. 4.6 Indemmification. The Company shall indemnify and hold harmless the Manager, officers and Members from and against all claims and demands to the maximum extent permitted under the Florida Act. 4.7 Resignation and Removal. Any Manager may resign at any time by giving written notice to the Company. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member. Any Manager may be removed or replaced with or without cause by the vote or written consent of the Members holding a majority of the Percentage Interests. The removal of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of such Member. 4.8 Vacancies. Any vacancy occurring for any reason in the number of Managers may be filled by the. vote or written consent of at least a majority of the remaining Managers then in office; provided, however, that if there are no remaining Managers, each vacancy shall be filled by the vote or written consent of the Members holding a majority of the Percentage Interests. A Manager elected to fill a vacancy shall be elected for the unexpired term of the Manager's predecessor in office and shall hold office until the Manager's successor has been elected and qualified. A Manager chosen to fill a position resulting from an increase in the number of Members shall hold office until the next annual meeting of Members and until a successor has been elected and qualified. ARTICLE V CAPITAL CONTRIBUTIONS 5.1 Capital Contributions. Each Member shall contribute the amount set forth in Exhibit A to this Agreement as the Capital Contribution to be made by such Member. 5.2 Additional Contributions. Upon the determination of the Manager, the Members shall contribute such additional capital to the Company as shall be required from time to time to meet the obligations of the Company not otherwise fimded by operations of the Company. Such additional Capital Contributions shall be made by the Members within thirty (30) days written notice from the Manager pro- rata based-on their Percentage Interest. Failure of a Member to pay its portion of the additional Capital Contribution shall subject such Member to the sanctions described in Section 5.9 of this Agreement.. 5.3 Capital Accounts. Each Member shall have a Capital Account which shall be maintained in accordance with the rules set forth in Treasury Regulations Section 1.704(b)(2)(iv) which generally require that each Member's Capital Account shall be increased by the value of each Capital Contribution " made by the Member, allocations to such Member of the Net Profits and any other allocations to such Member pursuant to the Code. Each Member's Capital Account will be decreased by the value of each == , > 6 ADMIN WCORM34422.1 Distribution made to the Member by the Company, allocations to such Member of Net Losses and other allocations to such Member pursuant to the Code. 5.4 Transfers. Upon a Transfer of a Member's Percentage Interest in the Company in accordance with Article VII, the Capital Account of the Member transferring his or her Percentage Interests shall become the Capital Account of the Person to whom such Percentage Interest is sold or transferred in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). 5.5 Modifications. The manner in which Capital Accounts are to be maintained pursuant to this Section is intended to comply with the requirements of Section 704(b) of the Code. If in the opinion of the Managers the manner in which Capital Accounts are to be maintained pursuant to this Agreement should be modified to comply with Section 704(b) of the Code, then the method in which Capital Accounts are maintained shal] be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members. 5.6 Deficit Capital Account. Except as otherwise required in the Florida Act or this Agreement, no Member shall have any liability to restore all or any portion of a deficit balance in a Capital Account. 5.7 Withdrawal From Capital Accounts. Prior to the dissolution and liquidation of the Company, no Member shall be entitled to withdraw any part of its Capital Contribution or Capital Account, to Teceive interest on the Capital Contribution or to receive any Distribution from the Company except as Provided in this Agreement. 5.8 Loan and Advance by any Member. Any Member may make a loan or loans or otherwise advance money to the Company and any such loan or advance shall not be considered an increase in or contribution to the Capital Account of the lending Member or entitle such lendmg Member to any increase in its share of the Distributions or allocations of Net Profits of the Company. The interest rate on any such loan or advance shall be at the prime rate per annum (as published by the national bank which the Manager considers its primary bank) plus two percent (2%) unless otherwise approved by the Manager. The amount of any such loan or advance shall be deemed an obligation and indebtedness of the Company to such lending Member payable in accordance with the terms of such loan. The foregoing shall not prevent a Member from making additional Capital Contributions to the Company and thereby increasing such Member's Capital Account and share in Distributions and allocations under this Agreement, 5.9 Default and Remedies. . (a) It shall be an Event of Default if any Member fails to make, when due, any additional Capital Contribution required hereunder. Any Member who commits an Event of Default that is continuing is referred to herein asa "Defaulting Member" and any Member who has not committed a continuing Event of Default is referred to herein as a "Non-Defaulting Member". The Membership shall continue in being and shall not be terminated solely because of the occurrence of an Event of Default. 0b) A Non-Defaulting Member shall have the right, but not the duty, during the contmuance of an Event of Default, to advance to the Company the amount due from the Defaulting Member as a result of an Event of Default. Any amount so advanced by the Non-Defaulting Member may be treated as a loan by the Non-Defaulting Member to the Defaulting Member, and any amount due from the Defaulting Member not so advanced shall be treated as a loan by the Company to the Defaulting Member. Any such loan shall be payable on demand, and shall bear interest at the rate of Prime Rate per annum plus two percent (2%) from the date the advance is made or the sum became owing, as hie EXHIBIT _ ge_Z2e \CORM34422.1 appropriate, until repaid. The Non-Defaulting Member and the Company shall be entitled to recover, in addition to principal and interest, all costs including, without limitation, reasonable attorneys' fees (including fees upon appeal) incurred in enforcing their rights under this Section 5.9, inchiding, without limitation, their rights to be paid by the Defaultmg Member. The amount of the Defaulting Member's obligation to the Non-Defaulting Member and the Company, including without limitation interest and costs, is referred to herein as the "Default Amount." (c) Jn the event of an advance treated as a loan, the Non-Defaulting Member, or the Company, or both, whichever the case may be, shall have and are hereby granted a security interest in the Percentage Interest of the Defaulting Member in the Company to secure payment of the Default Amount and shall have all rights with respect thereto granted to a secured party under the Uniform Commercial Code as enacted in the State of Florida. This Agreement shall serve as a financing statement pursuant to the Uniform Commercial Code as enacted in the State of Florida. Additionally, the Defaulting Member shall execute such documents, including without limitation UCC-I's, as the Non-Defaulting Member or the Company, or both, shall reasonably require in order to further evidence and perfect any security inferest arising hereunder. Nothing contained in this Article 5 shall in any way be construed to in any way limit the rights or remedies available to the Non-Defaulting Member, the Company, or both, whichever the case may be, in collecting the default amount from the Defaulting Member or in recovering damages from the Defaulting Member for breach of its obligation under this Agreement, it being the intention of the parties hereto that the Non-Defaultng Member and the Company shall have all remedies available at law or in equity in collecting such Default Amount, recovering damages and taking other action against the Defaulting Member. (@) The Defaulting Member shall execute such deeds, easements, affidavits, leases, contracts; assignments and other documents as the Non-Defaulting Member(s) shall direct in order to carry out the business of the Company or the rights of the Non-Defaulting Member(s) under this Agreement, including without limitation this Section 5.9. In addition to all other remedies available to a Non-Defaulting Member under this Section 5.9, the obligations of the Defaultmg Member shall be enforceable by specific performance. . (e) Notwithstanding anything to the contrary contained in this Agreement, in the event of an advance treated as a loan, no cash or other property otherwise payable to the Defaulting Member pursuant to this Agreement shall be paid until the Default Amount has been satisfied. No Transfer of any Interest in the Company or the Company's assets by the Defaulting Member will be effective unless all consideration received for such Interest is paid over and applied against the Default Amount. . # All actions taken by the Members shall be deemed to have been taken unanimously if taken by all Non-Defaulting Members at the time. (g) The sanctions described in this Section 5.9 shall apply separately to each Event of Default. ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS 6.1 Net Profits. Except as provided in Section 6.3 of this Agreement, the Net Profits of the Company for each Fiscal Year shall be allocated to the Members to the Members in proportion to their Percentage Interests. : NCOR\434422.1 62 Net Losses. Except as provided in Section 6.3 of this Agreement, the Net Losses of the Company for each Fiscal Year shall be allocated to the Members in proportion to their Percentage Interests. Notwithstanding the foregoing, Net Losses shall not be allocated to any Member pursuant to this Section 6.2 to the extent that such allocation would cause such Member to have an deficit balance in its Capital Account at the end of such Fiscal Year (or increase any existing Capital Account deficit). In the event that some but not all of the Members would have Capital Account deficits as a consequence of an allocation of Net Losses pursuant to this Section 6.2, the limitation set forth in the preceding sentence shall be applied on a Member by Member basis and Net Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Members" Capital Accounts so as to allocate the maximum permissible Net Losses to each Member under Treasury Regulation Section 1.704-1(b)(2)(ii)(d). 6.3 Special Rules. (a) Minimum Gain Chargeback. Notwithstanding any other provisions of this Article VI, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal fo such Member's share of the net decease in Company Minimum Gain, as determined under Treasury Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amount required to be allocated to each Member pursuant to this Section 6.3(a). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f)(6). This Section 6.3(a) is mtended to comply with the minimum gain chargeback requirements in Treasury Regulations Section 1.704-2(f) and for purposes of this Section 6.3(a) only, each Member's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of this Agreement with respect to such Fiscal Year and without regard to any decrease in Company Minimum Gain during such Fiscal Year. : (b) Company Minimum Gain Chargeback. Notwithstanding any other provision of this Article VI (except Section 6.3(a)), if there is a net decrease in Company Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Company Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2()(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to this Section 6.3(b). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 6.3(b) is intended to comply with the minimum gain chargeback requirement in such Treasury Regulations Section and shall be interpreted consistently therewith. Solely for purposes of this Section 6.3(b), each Member's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of this Agreement with respect to such Fiscal Year, other than allocations pursuant to Section 6.3(a) of this Agreement. (c) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1(b)(2)(i)(D(5), or 1.704(1)(b)(2)Gi)(G)(O), and after giving effect to the allocations required in Section 6.3(a) and Section 6.3(b) of this Agreement, such Member has an Adjusted Capital Account Deficit, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, such Member's Adjusted ‘Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. WCORM34422.1 (d) Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their relative Capital Accounts. (e) Partner Nonrecourse Deductions. Any Parmer Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(2). (f) Regulatory Allocations. The Regulatory Allocations are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Article VI. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Manager shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 6.1 and 6.2. In exercising its discretion under this Section, the Manager shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. 6.4 General Provisions. Whenever a proportionate part of Net Profit or Net Loss is credited or charged to a Member's Capital Account, every item of income, gain, loss, deduction or credit entering into the computation of such Net Profit or Loss or applicable to the period during which such Net Profit or Net Loss is realized, shall be considered credited or charged, as the case may be, to such account in the same proportion. As between a Member and its transferee, unless otherwise agreed by them or with respect to the Members upon the admission of the Members, Net Profits and Net Losses for any Fiscal Year (or portion thereof as the case may be) shall be determined by an interim closing of the Company's books and records, as if the Fiscal Year had closed on the day prior to the date of transfer or admission, as the case may be, and the Members who have been admitted shall be allocated Net Profits and Losses with respect to the period commencing with the day of Transfer or admission. 6.5 Distributions. The Manager may from time to time, in its discretion, make Distributions to the Members. Except as otherwise set forth in Article LX, Distributions shall be made to the Members in pro rata in accordance with their Percentage Interests. 6.6 Offset. The Company may offset all amounts owing to the Company by a Member against any Distribution to be made to such Member. 6.7 Limitation Upon Distributions. No Distribution shall be declared and paid unless, after such Distribution is made, the assets of the Company are in excess of all liabilities of the Company. 6.8 Distribution of Assets in Kind. If any assets of the Company are distributed in kind, such assets shall be distributed to Members entitled to such assets as tenants in common in the same proportions in which such Members would have been entitled to cash distributions if there were a sale of such assets. Exniart__ PE \WCORM34422.1 OF RO nen nee a TID ARTICLE VII TAXES 7.1 Tax Retums. The Manager shall cause to be prepared and filed all necessary federal and state income tax returns for the Company. Each Member shall furnish to the Manager all pertinent information in its possession relating to Company operations that is necessary to enable the Company's income tax retums to be prepared and filed. 7.2 Tax Matters Membet. The Company has designated the Manager to serve as the Tax Matters Partner for the Company. The Manager has agreed to act as a liaison between the Company and the Internal Revenue Service in connection with all administrative and judicial proceedings involving tax controversies of the Company and has agreed to assume all the rights and duties of a Tax Matters Partner as set forth in the Code and the Treasury Regulations. 7.3 Tax Elections. The Manager may make the following elections on the appropriate tax retums: (a) To adopt the calendar year as the Fiscal Year or such other fiscal year as deemed appropriate and in the best interest of the Members; (b) To adopt such method of accounting as deemed to be appropriate and keep the Company's books and records in accordance with such accounting method; . (c) If a Distribution as described in Section 734 of the Code occurs or if a transfer of a Percentage Interest described in Section 743 of the Code occurs, upon the written request of any Member, to elect to adjust the basis of the property of the Company pursuant to Section 754 of the Code; (d) To elect to amortize the organizational expenses of the Company and the start-up expenditures of the Company under Section 195 of the Code ratably over a period of sixty (60) months as permitted by Section 709(b) of the Code; and (e) Any other election that the Manager may deem appropriate and in the best interests of the Members. Neither the Company nor any Member may make an election for the Company to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar provisions of applicable state law, and no provisions of this Agreement shall be interpreted to authorize any such election. ARTICLE VHI FRANSFERABILITY 8.1 Transfer of Interests of a Member. (a) Except as otherwise provided in Sections 8.2 and 8.3, a Member or the transferee of a Member may Transfer all or part of its interest in the Company if the following conditions are met: (i) the transferee executes an instrument reasonably satisfactory to the Manager accepting and adopting the provisions and agreements set forth herein; (ii) (a) the Transfer is intended by the Member (or any trustee or beneficiary of a Member that is a trust) for estate planning purposes and such Transfer is to any . Affiliate of a Member (or the beneficiaries of any Member that is a trust) or any immediate family member(s) of the Member (or the beneficiaries of any Member that is a trust) or a trust established for the — 1 \WCORM34422.1 benefit of the Member or his or her immediate family members or (b) the Manager consents to such Transfer; and (iii) if requested by the Manager, the transferor Member obtains a legal opinion acceptable to counsel for the Company that (1) such Transfer would not result in the close of the Fiscal Year with respect fo all Members, the termination of the Company for federal or state mcome tax purposes or cause the Company to be taxed as a corporation for federal income tax purposes and (2) that such Transfer would be in conformity with the Securities Act of 1933, as amended, or the applicable securities laws of any other jurisdiction. Such transferee shall not have the right to become a substituted Member unless (i) the Manager consents to such substitution, which consent may be given or withheld in the Manager's sole discretion, (ii) the Manager obtains the written consent of any other party whose consent to such Transfer is required, and (iii) such transferee executes an instrument reasonably satisfactory to the Manager accepting and adopting the terms and provisions of this Agreement and pays any reasonable expenses in connection with its admission as a substitute Member. Upon admission as a substitute Member, the transferee, to the extent of the Percentage Interest transferred, shall have all voting and other rights and powers held by the former Member transferring such interest in the Company. (b) As evidence of the limitations on Transfer discussed above, a legend shall be placed on each certificate or other document evidencing an interest in the Company stating that such interest has not been registered under the Securities Act of 1933 and cross-referencing the limitations on resale contained in this Section 8.1. In addition, the Company shall make an appropriate notation in the records of the Company regarding the prohibition of Transfer of interests in violation of this Section. Moreover, any new certificates issued upon Transfers of such interests in the Company shall bear a similar legend and be subject to a similar notation. Whether a proposed transferee or pledgee of any interests is a bona fide resident of the State of Florida shall be determined m the sole and absolute discretion of the Manager and the Manager may conclusively rely on the opinion of its counsel. (c) Any Transfer of Interests made or attempted to be made in contravention of the restrictions of this Section 8.1 is void. 8.2 Death of a Member. The death, dissolution, bankruptcy or insolvency of a Member shall not dissolve or terminate the Company. In the event of the death of a Member, except as hereinafter provided in this Section 8.2, the executor or administrator of such Member's estate shall succeed to his interests in the Company and shall be liable for all the liabilities and obligations of the deceased Member under this Agreement, but shall have the right to become a substituted Member only in accordance. with the provisions of Section 8.1. Any Transfer by such executor or administrator of any part of the Interest of a deceased Member shall be. governed by Sections 8.1 and 8.3. For the purpose of settling the estate of the deceased Member, the executor or administrator shall have only such h rights of a Member as are necessary for such purpose. . ; 8.3 Effectiveness of Transfer. (a) The Transfer by 2 Member or a transferee of a Member, with the consent of the Manager, of all or part of its interest in the Company shall become effective on the first day of the month following receipt by the Manager of evidence of such Transfer in form and substance reasonably satisfactory to the Manager and a Transfer fee sufficient to cover all reasonable expenses of the Company connected with such Transfer and provided that the Manager has consented to such Transfer is required under Section 8.1; and provided further that the Manager may, in its sole discretion, establish an earlier effective date for the Transfer if requested to do so by the transferor or transferee. (b) No Transfer of any interests in the Company or any part thereof which is in violation of this Article shall be valid or effective, and the Company shall not recognize the same for the purposes of WCORM34422.1 allocating Net Profits and Net Losses or making Distributions in accordance with Article VI. The Company may enforce the provisions of this Article either directly or indirectly or through its agents by entering an appropriate stop transfer order on its books or otherwise refusing to register or transfer or permit the registration or transfer on its books of any proposed Transfers not in accordance with this Article VIII. (c) The Company shall, from such time as the Percentage Interests in the Company are registered in the name of the transferee on the Company's books in accordance with the above provisions, pay to the transferee all further Distributions or allocate to the transferee's Capital Account Net Profits and Net Losses on account of the interests in the Company transferred. Until the Transfer is registered on the Company's books, the Manager may proceed as if no Transfer has occurred. Unless the transferee becomes a substitute Member in accordance with Section 8.1(a), the transferee shall only be entitled to receive Distributions and allocations to which the transferor was entitled. A Person shall cease to be a Member upon registration of a Transfer of such Member's interest in the Company on the Company's books, ARTICLE IX DISSOLUTION 9.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up pursuant to the Florida Act upon the first to occur of the following: (a) The vote of the Members holding 60% or more of the Percentage Interests; (b) The entry of a decree of judicial dissolution; or (c) Any event which causes dissolution of the Company under the Florida Act. 9.2 Articles of Dissolution. Within ninety (90) days following the dissolution and the commencement of winding up of the Company, articles of dissolution shall be filed with the Florida Secretary of State pursuant to the Florida Act. 93 Deficit Capital Account. Upon a liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), if any Member has a deficit in its Capital Account (after giving effect to all Capital Contributions, Distributions, allocations and other adjustments for all Fiscal Years, including the Fiscal Year in which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of any Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose. 9.4 Winding-Up and Liquidation. As soon as practicable after any event of dissolution, the Manager shall proceed to wind up and liquidate the Company as follows: (a) proceed to collect its assets; - (b) pay, satisfy, or discharge its liabilities and obligations or make reasonable provisions for the payment or discharge thereof; and (c) convey and dispose of such of its assets as are not to be distributed in kind to the Members; : ABM WE. GUMPLAINL 13 exeisit 22 EXHIB ¢ CORV434422.1 . PAGE IY OF > (d) distribute any assets of the Company determined to be distributed in kind; and (e): do all other acts required to liquidate the Company's business and affairs in accordance with the Act. 9.5 Distributions to the Members Upon Dissolution. After paying or discharging all its obligations or making adequate provisions for payment or discharge thereof, the remaining assets shall be distributed to the Members in proportion to their Percentage Interests. 9.6 Nonrecourse to Other Members. Except as provided by applicable law, or as expressly provided in this Agreement, upon dissolution, each Member shall receive a return of his, her or its Capital Contribution solely from the assets of the Company. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return any Capital Contribution of any Member, such Member shall have no recourse against any other Member. 9.7 Termination. Upon completion of the dissolution, winding up, liquidation and distribution of the assets of the Company, the Company shall be deemed terminated. ARTICLE X GENERAL PROVISIONS 10.1 Amendments. This Agreement contains the entire agreement among the Members and supersedes and replaces all previous agreements whether oral or written. This Agreement may be amended or altered only by a written agreement signed by the Members. 10.2 Construction. Whenever the -singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. 10.3 Headings. The headings in this Agreement are for convenience only and shall not be used to interpret or construe any provision of this Agreement. 10.4 Waiver. No failure of a Member or the Manager to exercise, and no delay by a Member or the Manager in exercising, any right or remedy under this Agreement shall constitute a waiver of such right-or remedy. No waiver by a Member or the Manager of any such right or remedy under this Agreement shall be effective unless made in a writing duly executed by that Member or the Manager and specifically referring to each such right or remedy being waived. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. Each and every clause of this Agreement shall be severable from each other. In the event that any particular clause herein shall be held invalid and null and void in any judicial proceeding, such finding shall no effect on the remaining clauses and the invalid provisions shall be modified and interpreted as necessary and reasonable to most closely " approximate the parties’ intent as evidenced by this Agreement as a whole. a 10.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of all Members and each of the successors and permitted assigns and transferees of the Members. 14 oMiasTRATIVE compuapxniert_f Has fv NCORM34422.1 EVEISIT a PAGE___3 15 or in meets a 10.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 10.8 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to its conflict or choice of law rules. IN WITNESS WHEREOF, the individuals and duly authorized representatives signing this Agreement below conclusively evidence their agreement to the terms and condifions of this Agreement. by so signing this Agreement as of the date first set forth herein, effective July 2005. COMPANY: VCP-MAYPORT BASIN, LLC BY: VESTCOR, INC., its Manager By: iia 7H Mark T. Farrell, President MEMBERS: voy JOHN D. ROOD MARK T. FARRELL DON WOLFSON : . : MANAGER: VESTCOR, INC., a Florida corporation py, 222 | JO ark T. Farrell, President WCORM434422.1 hive U INT 2 EXHIBIT lo or ___ PAGE Ze EXHIBIT "A" CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTERESTS . Percentage Name Contribution Interest John D. Rood 3 ; 61.75% . 3020 Hartley Road, Suite 300 ‘ : Jacksonville, Florida 32257 Mark T. Farrell $ 33.25% 3020 Hartley Road, Suite 300 : Jacksonville, Florida 32257 . Don Wolfson $ 5% 10151 Deerwood Park Blvd. Building 200, Suite 250 Jacksonville, FL 32256 WCORM34422.1 AGREEMENT FOR SALE AND PURCHASE OF PROPERTY (Unimproved Property) THIS AGREEMENT FOR SALE AND PURCHASE OF PROPERTY by and between HAROLD DEWAYNE WILLIAMS, (the "Seller") and THE VESTCOR COMPANIES, INC., a Florida corporation, or its assignee (the "Purchaser") is entered into and effective on the date it is signed by the last party to sign (the "Effective Date"). IN CONSIDERATION of the mutual covenants of the parties set forth in this instrument and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: L AGREEMENT TO SELL: PURCHASE PRICE Ll Agreement to Sell and Convey. Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase from Seller, subject to the terms and conditions set forth below: (a) ‘The tract of land located in Duval County, Florida and more particularly described on the attached Exhibit A (the "Land"), together with existing building and improvements located on the Land and all rights pertaining to the Land including but not Bmited to all subsurface rights, any right, title and interest of Seller to adjacent streets, roads, alleys, or rights-of-way, any riparian rights of Seller and any easements, express or implied, benefiting the Land. ~. (b) All tangible personal property located on the Land, intangible personal property pertaining to the Land owned by Seller including, but not limited to, all contract rights, licenses, permits, deposits, utility service or capacity agreements or reservations, sign easements or licenses, and-other similar intangibles. Unless the context clearly requires otherwise, the property described in Sections 1.1(a) and 1.1(b) shall be referred to collectively as the "Property". 12 Purchase Price and Escrow Deposit. whe The sal purchase price to be pad by Purchase o See eee The Hundred F tve Thousand and No/100’s ($225,000.00 (the "Purchase Price"). The Purchase Price shall be payable as follows: 250,000.80 ak (2) Purchaser shall deposit Two Thousand Five Hundred and No/100 Dollars ($2,500.00) (the "Initial Deposit") in the form of a certified or cashier’s check or wire transfer within twenty-four (24) hours after the Effective Date with Pappas Metcalf Jenks and Miller, P.A., whose address is 245 Riverside Avenue, Suite 400, Jacksonville, Florida 32202, attention G. Todd Cottrill, Esquire (the "Escrow Agent"). {00114279,DOC} exnipit__t_ (b) In the event that Purchaser decides to proceed with acquisition of the Property, then Purchaser shall deposit an additional Two Thousand Five Hundred and No/100 Dollars ($2,500.00) in the form of certified or cashier's check or wire transfer with Escrow Agent on or before expiration of the feasibility period described in Section 2.2 (the "Additional Deposit"). The Initial Deposit and the Additional Deposit, if made, together with any interest earned on the deposits shall be referred to collectively as the "Escrow Deposit." (c) At Closing, Purchaser shall deposit with the Escrow Agent the additional payment necessary to complete payment of the Purchase Price after closing costs, credits. and adjustments. The additional payment shall be made in the form of a certified or cashier's check or by wire transfer. : 13 Disposition of Deposits. At Closing the Escrow Deposit shall be credited in partial payment of the Purchase Price. Except as otherwise specifically required elsewhere in this Agreement, in the event that this Agreement terminates before Closing, the Escrow Agent shall promptly refund the Escrow Deposit to the Purchaser unless such termination results from a default by the Purchaser in performing its obligations under this Agreement in which event the Escrow Agent shall deliver the Escrow Deposit to the Seller. UL. FEASIBILITY PERIOD AND CONTINGENCIES 2.1 Delivery of Existing Title, Survey and Other Property Information. Within ten (10) days after the Effective Date, Seller shall deliver to Purchaser: @ The most current title insurance policy or title insurance commitment applicable to the Property in the possession of Seller, together with copies of recorded instruments described or referred to in the policy or commitment. (ii) | Copies of any boundary surveys, environmental audits, wetland jurisdictional determinations, soil test reports, endangered species surveys, engineering studies, or other similar written information about the physical condition of the Property in the possession of Seller. (ii) Copies of any existing governmental permits or approvals applicable to the Property. (iv) Copies of any contracts, commitments, leases or licenses applicable to the Property. {00114279 DOC} 2 2.2 Inspection and Feasibility Period. Purchaser shall have one hundred eighty (180) days from and after the Effective Date within which to evaluate the Property and the feasibility of Purchaser's consummation of the transaction contemplated in this Agreement (the "Feasibility Period"). During the Feasibility Period the Purchaser shall have the right to undertake all investigations that the Purchaser deems necessary to fully evaluate the Property including, specifically, the right to: (a) obtain an environmental audit of the Property and to contact or have its environmental consultants contact the Florida Department of Environmental Protection, the United States Environmental Protection Agency and any other similar governmental authority to determine whether the files and records of any such agency include records indicating that the Property is or has been contaminated; (b) inspect the Property for evidence of hazardous or other toxic waste contamination. or contamination by fuels, oils, or other similar substances;. (c) obtain a wetland jurisdictional determination from its environmental consultants and to seek validation of the jurisdictional determination by the St. Johns River Water Management District and United States Army Corps of Engineers; (d) obtain soil tests; (e) survey the property for the presence of endangered or threatened species or species of special concern; - (f) meet with representatives of the appropriate local government and utility provider to determine the availability of adequate public facilities to meet the local government's concurrency requirements, to determine the availability and cost of utility service, to determine the comprehensive plan designation of the Property and the likelihood of success of a rezoning request; (g) Seller shall fully cooperate with the Purchaser in connection with Purchaser's inspection of the Property; (h) | engage in promotional and marketing activities for Purchaser’s Intended Use for the Prdperty, including, but not limited to, taking reservations and contracts related to the Purchaser’s condominium project to be located on the Property; and ; @ Communicate with the Internal Revenue Service regarding the federal tax lien described in Section 2.7 below. 2.3 Indemnity for Damages Caused by Inspection. Purchaser hereby indemnifies and holds Seller harmless from and against any and a claims, demands, losses, costs, damages, expenses or liabilities such as personal inj cme {00114279.DOC.} 3 property damage claims, and mechanic's or other liens including reasonable attorneys’ fees caused by or incurred in connection with Purchaser's inspection of the Property except for claims arising as a result of misconduct or negligence of Seller. - 2.4 Termination by Purchaser. Purchaser shall have the right at any time during the Feasibility Period, up to and including 5:00 p.m. Eastern Standard Time on the last day of the Feasibility Period, to terminate this Agreement for any reason which the Purchaser in its sole discretion deems appropriate, or for no reason. Upon delivery of written notice of termination to Seller or failure of Purchaser to make the Additional Deposit required in Section 1.2(b) above, prior to the expiration of the Feasibility Period, this Agreement shall be null and void and the parties shall have no further rights or obligations, except as set forth in this Section 24. 25 Contingency for Zoning and Concurrency. Purchaser's obligation to close this transaction shall be contingent upon final rezoning of the Property and receipt of all necessary governmental approvals and permits (including, but not limited to, a final determination of concurrency) (together, the “Required Approvals”) as necessary to allow the Property to be developed as a condominium/retail project containing at least forty-two (42) units with an acceptable retail component on the first floor of the condominium project (“Purchaser’s Intended Use”). The Required Approvals shall not be deemed to be obtained until expiration of applicable appeal periods without appeal. Seller shall cooperate with the Purchaser in its efforts to obtain the Required Approvals and shall execute any required owner's authorizations to enable Purchaser to submit applications for the Required Approvals. If Purchaser is unable to obtain the required rezoning and concurrency determination one or before the Closing Date at 1:00pm Easter Standard Time, Purchaser shall provide: Seller written notice of its election to either, (i) terminate this Agreement and receive a full refund of the Escrow Deposit or (ii) waive the contingency for the Required Approvals and proceed to Closing. Failure to provide written notice of the election to Seller before such time shall be deemed to be a waiver of the contingency. 2.6 Marketing. Seller acknowledges that Purchaser may freely market and advertise the future development of Purchaser’s Intended Use. Additionally, Purchaser make take reservations and contracts for condominium units and may file condominium documents with the Division related to the proposed Condominium. 2.7 Federal Tax Lien. Seller acknowledges that the Property is subject to the federal tax lien against Seller attached as Exhibit B. Seller authorizes Purchaser to communicate with the Internal Revenue Service regarding the federal tax lien and shal] execute any document required by the Internal EXHIBIT. {00114279.DOC.} 4 - ~— Ee urneemranersaneeee . Revenue Service necessary ‘to authorize Purchaser’s communication with the Interna] Revenue Service regarding this matter. Seller is obligated to have the federal tax lien satisfied and released on or before Closing. Seller shall provide Purchaser within three (3) days of receipt by Seller, copies of any notice Seller receives from the Internal Revenue Service regarding the attached lien, any new lien filed by the Internal Revenue Service, or any other mortgage, lien or encumbrance affecting the Property or. mm. TITLE AND SURVEY 3.1 Title. (a) During the Feasibility Period, Purchaser shall obtain, at Seller’s expense, a commitment for an owner's title insurance policy from Chicago Title Insurance Company or other title company authorized to do business in Florida acceptable to Purchaser (the "Title Company") providing for the issuance to the Purchaser upon the recording of the deed provided for in this Agreement, an ALTA fee policy of title insurance (Form B) in the amount of the Purchase Price insuring the Purchaser's title to the Property (the "Title Commitment"). In the event that this Agreement terminates before closing for any reason other than default by the Seller, Purchaser shall pay the Title Company any search fee or other cancellation charge required under the terms of the Title Commitment. (b) _If the Title Commitment (or survey as provided below) contains exceptions other than the usual printed exceptions, utility easements which do not interfere with use of the Property, any mortgage or security interest to be assumed or taken "subject to” under Section 1.2 above, and ad valorem real estate taxes for 2005 and subsequent years or requirements other than the normal and customary requirements such as delivery and recordation of the deed from Seller and delivery of a Seller's affidavit, then the Purchaser may notify the Seller of Purchaser's objections to any such matters (the "Title Objections"). Any title matters existing as of the Effective Date and reflected in the Title Commitment or Survey not objected to by Purchaser during the Feasibility Period shall become "Permitted Exceptions." : (c) Purchaser may elect to make the Additional Deposit and to proceed with consummation of the purchase subject to removal of the Title Objections prior to Closing. In that event, Seller shall use due diligence to remove the Title Objections but shall not be required to prosecute lawsuits to do so. Seller shall have a period of thirty (30) days after réceipt of Purchaser's notice of Title Objections within which to remove the Title Objections and furnish to ‘Purchaser and Title Company evidence satisfactory to the Title Company that the Title Objections have been removed or to notify Purchaser that the Seller is unable, after the exercise of due diligence, to remove the Title Objections. If, after the exercise of due diligence, Seller fails or is unable to remove the Title Objections, Purchaser shall have ten (10) days after the expiration of Seller's period for removing the Title Objections within which to elect, at Purchaser's sole option, among the following alternatives: @) Accept title to the Property in its then existing condition with a diminution of the Purchase Price in the amount of any monetary liens or monetary encumbrances against the Property and if EXHIBIT, ~ PAGE iG 8 {00114279 DOC.} 5 - Purchaser so deducts the amount of such monetary lien or monetary encumbrance, Purchaser shail be deemed to have assumed and agreed to pay the amount thereof (provided, however, that Purchaser shall not be entitled to a diminution in the Purchase Price for non-monetary exceptions or defects such as easements, encroachments and the like); or - Gi) Terminate this Agreement by written notice to Seller upon which the Escrow Deposit shall be refunded to Purchaser by Escrow Agent. If Purchaser elects to accept title notwithstanding Title Objections under subsection 3.1(6)() above, then all matters shown on the Title Commitment and not removed prior to such acceptance shall become "Permitted Exceptions.” 3.2 Survey. (a) Purchaser shall cause a surveyor (the “Surveyor”) to prepare, at Seller’s expense, and deliver to Seller and Purchaser a current or recertified survey of the Property (the “Survey”) on or before forty-five (45) days after the expiration of the Feasibility Period. The survey will conform to the Minimum Technical Standards for land surveying promulgated pursuant to Section 472.27, Florida Statutes, and will show and describe the exterior boundaries and corner markers or monuments of the Property, the size and location of all improvements and structures upon the Property, any encroachments, easements, rights-of-way or other conditions to which the land is subject, and the legal description and area of the Property. . (b) _If the Survey, or any update thereto, shows any encroachment, hiatus, or other condition which could affect the marketability of title to the Property or which could have a material effect upon the use and development of the Property, Purchaser shall have the right to object to such condition as a Title Objection pursuant to the provisions of Section 3.1(b) of this Agreement so long as such objection is delivered to Seller within the Feasibility Period. After approval of the Survey by Seller and Purchaser, the legal description of the Property for all purposes under this Agreement will be as set forth in the Survey. IV. CLOSING PROVISIONS 4.1 Closing Date. The consummation of the transaction contemplated by this Agreement (the "Closing") shall take place ninety (90) days after expiration of the Feasibility Period or at such earlier date as Purchaser may select upon fifteen (15) days written notice to Seller (the "Closing Date"). : 42 Location of Closing. The Closing shall be held at the offices of Purchaser's attorneys, Pappas, Metcalf & Jenks, P.A., 245 Riverside Drive, Suite 400, Jacksonville, Florida, 32202, or at such a ns EXHIBIT i 3 ~"“PAGE__27 {00114279.DOC.} location as may be mutually agreeable. 43 Conditions to Purchaser's Obligation to Close. The obligation of Purchaser under this Agreement to consummate the Closing is subject to the satisfaction or waiver, as of the Closing, of each of the following conditions (any of which may be waived in whole or in part in writing by Purchaser at or prior to the Closing): (a) Correctness _of Representations and Warranties. The representations and warranties of Seller set forth in this Agreement shall be true. (b) Compliance by Seller. Seller shali have performed, observed and complied with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Seller as of the Closing. (c) Satisfaction or Waiver of Contingencies. The contingency in Section 2.5 shall have been satisfied or waived. (d) No Hazardous Waste or other Contamination. Neither Seller nor Purchaser shall have received notice or evidence of contamination of the Real Property with hazardous or toxic waste, fuel or oil or other pollutants or contaminants, or contain buried, semi-buried or otherwise placed tanks, storage vessels, drums or containers containing hazardous substances, fuel, or oil, nor shall the apartment units located within the Property contain asbestos or other similar hazardous materials, nor shall there exist on the Property any nuisance or other violation of state, local or federal laws or regulations. (e) No Exceptions to Title other than the Permitted Exceptions. The "Marked Down” title commitment required to be delivered under Section 4.10 shall insure good and ‘marketable title in Purchaser subject only to the Permitted Exceptions. Purchaser shall have received such assurances as Purchaser deems satisfactory that all encumbrances affecting the Property (including the federal tax lien described in Section 2.7 above) which are not Permitted Exceptions have been released from the Property or will be released upon payment of all monetary lien holders at Closing. If Seller’s closing proceeds are not sufficient to pay for the release of such monetary liens, Purchaser shall not be obligated to close and Purchaser may terminate this Agreement due to Seller’s default pursuant to Section 6.1 below. 44 Conditions to Seller's Obligation to Close. The obligation of Seller under this Agreement to consummate the Closing is subject to the satisfaction as of the closing of each of the following conditions: (a) Correctness _of Representations and Warranties. The representations and warranties of Purchaser as set forth in this Agreement shall be true. BHT {00114279.D0C.} 7 (b) Compliance by Purchaser. Purchaser shall have performed, observed and complied with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Purchaser as of the Closing. 4.5 Seller's Obligations at Closing. At Closing Seller shall: (a) Execute, acknowledge and deliver to Purchaser a General Warranty Deed conveying the Property (and all appurtenances described in Section 1.1) to Purchaser subject -only to the Permitted Exceptions (the "Deed”). The Deed shall be in recordable form with all required documentary stamps in the proper amount affixed. The legal description of the Property contained in such Deed shall be identical to the legal description of the Property contained in the Survey and Title Commitment. (b) Execute and deliver to Purchaser an assignment of all contracts, licenses, and other similar intangibles or rights pertaining to the Property. (c) Deliver to the Title Company evidence satisfactory to it of Seller's authority to execute and deliver the documents reasonably necessary to consummate this transaction. (d) _ Deliver to the Title Company and to the Purchaser an affidavit of possession and no liens satisfactory to the Title Company so as to cause the Title Company to remove the mechanics’ lien and parties in possession standard exceptions from the Title Commitment (subject to exception for tenants holding under unrecorded leases). Loos, (e) Deliver to the Title Company all other documents required under the Title Commitment to permit the Title Company to issue its policy to the Purchaser subject only to the Permitted Exceptions. (f) ‘Deliver to Purchaser a certificate that the Seller is not a foreign person in accordance with Section 1445 of the Internal Revenue Code. (g) Deliver to Purchaser originals (if available) or copies (if originals are not available) of all licenses and permits applicable to the Property and execute and deliver to Purchaser any application, transfer form or notification given to Seller by Purchaser necessary to effect the transfer to Purchaser of all applicable permits. (h) Execute and deliver to Purchaser and the closing attorney the closing statement and any other documents reasonably required by the closing attorney to consummate the transaction contemplated by this Agreement. 4.6 Purchaser’s Obligations at Closing. (a) Subject to the terms of this Agreement, and contemporaneously with the performance by Seller of its obligations under this Agreement, Purchaser shall e any os EXHIBIT ~“paGe__©L — {00114279.DOC.} additional payment required under Section 1.2(c) and cause the closing attorney to deliver to Seller by wire transfer or other means acceptable to Seller, an amount equal to the Purchase Price after credits and prorations. Purchaser shall direct the Escrow Agent to pay the Escrow Deposit to Seller at Closing. (6) Purchaser shall execute and deliver to Seller and the closing attorney the closing statement and any other documents reasonably required by the closing attomey to consummate the transaction contemplated by this Agreement. . 4.7 Closing Costs. (a) At Closing, Seller shall pay, or Purchaser shall receive a credit against the Purchase Price in the amount of: . i. the cost of satisfying any liens or encumbrances against the Property and the costs of recording. any corrective instruments. il. the cost of recording the Deed; _iti____the-costs-of documentary stamp tax required to be affixed to the Deed; iv. the title insurance premium payable in connection with the issuance of the Title Policy; v. all costs incurred in connection with obtaining a recertified or new survey, if applicable; and vi. the cost of any Brokerage Commission. (b) Purchaser shall pay, or Seller shall receive a credit in addition to the Purchase Price in the amount of: i. all costs associated with Purchaser's financing, if any; and il. any other costs incurred in connection with Purchaser's inspection of the Property. (c) Each party shall pay any fees to its attorneys or other consultants. 48 Prorations. Except as otherwise specifically set forth in this Agreement, ad valorem real estate taxes shall be prorated between Seller and Purchaser as of the Closing Date. If the amount of ad valorem real estate taxes cannot be ascertained at Closing, the ad valorem real estate taxes shall {00114279.D0C.} : 9 the previous year, and such ad valorem real estate taxes shall be reprorated and readjusted upon the request of either party after the tax bill for the year of closing is received. Special Assessment liens due and payable at the time of closing shall be paid by Seller and pending assessment liens shall be assumed by Purchaser. 4.9 Possession. Exclusive possession of the Property shall be delivered to Purchaser no later than the Closing Date. 4.10 Title Checkdown. Prior to disbursement of the proceeds of Closing the Title Company shall “mark down” the Title Commitment by indicating satisfaction of all requirements, deleting all but the Permitted Exceptions, and changing the effective date of the Title Commitment to the date and time of recording of the deed to the Purchaser. V. REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties of Seller. Seller represents and warrants to Purchaser as follows: (a) To the best of Seller's knowledge, there is no pending condemnation, property dedication requirement, or similar proceeding affecting the Property. (b) To the best of Seller's knowledge, Seller has complied with all applicable laws, ordinances, regulations and restrictions affecting the Property and has not been notified or advised of any violation of the same. If any notice is received prior to Closing, a copy of the notice will be promptly delivered to Purchaser. (c) There are no legal actions, suits or other legal or administrative proceedings pending or, to Seller's knowledge, threatened which would adversely affect the Property or any portion of the Property. (d) Seller has not been notified that any part of the Property has ever been used for hazardous or toxic waste disposal, for disposal of fuel or oil or other similar material, for a landfill or a garbage or trash disposal site, that any part of the Property is or has been contaminated with hazardous or toxic waste or fuel or oil or other similar material from any source whatsoever. If, at any time prior to Closing, Seller is notified of any such occurrence or condition, then Purchaser shall have the right to terminate this Agreement and receive a full refund of the Escrow Deposit. (ce) This Agreement has been, and the documents, instruments and agreements required to be delivered by Seller pursuant to this Agreement shall be duly executed and delivered by Seller and constitute legal, valid and binding obligations of Seller enforceable in “on NE COMBAGE BS — ACTA SO Tes 8 é {00114279.DOC.} 10 accordance with their respective terms. Neither the execution, delivery or performance of this Agreement is prohibited by the terms of any agreement binding on Seller, or requires Seller or the individual executing this Agreement on behalf of Seller to obtain the consent, approval or authorization of or notice to or filing a registration with any person, public authority or any other entity. The Property is not homestead property. (f) Seller has good and marketable title to the Property and, to the best of Seller's knowledge, title is subject to no lien, charge or encumbrance of any nature whatsoever except as_ disclosed to Purchaser. There are no tenants in possession of the Property. (g) Seller shall send a copy to Purchaser of any communication from the Internal Revenue Service or any other holder of a lien against the Property (whether now existing, or newly created) within three (3) days of receipt of such communication. Seller’s obligation shall ‘include the obligation to provide Purchaser copies of any notice of default received by Seller related to any mortgage affecting the Property. 5.2 Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows: (a) This Agreement has been, and the documents, instruments and agreements required to be delivered by Purchaser pursuant to this Agreement, shall be duly executed and delivered by Purchaser and constitute legal, valid and binding obligations of Purchaser enforceable in accordance with their respective terms. Neither the execution, delivery or performance of this Agreement, is prohibited by the terms of any agreement binding on Purchaser, or requires Purchaser to obtain the consent, approval or authorization of, or notice to or filing a registration with, any person, public authority or any other entity. (b) Any corporate or partnership entity to which Purchaser assigns this Agreement shall be, as of the date of such assignment and as of the date of Closing, duly organized, validly existing and in good standing under the laws of the State of Florida, its organization and shall have all requisite power and authority to own its properties and assets and to carry on its business. VI. PROVISIONS WITH RESPECT TO BREACH OR DEFAULT 61 Default by Seller. If the Seller fails to consummate ‘the transaction contemplated in this Agreement for any - reason, except Purchaser's default, or otherwise breaches its representations, warranties or covenants, Purchaser may pursue any remedy available to Purchaser at law or in equity, including, without limitation, (i) termination of this Agreement with refund of the Escrow Deposit, (ii) a suit for specific performance, or (iii) monetary damages for Seller’s failure to close, provided, however, that Purchaser shall not be entitled to monetary damages greater than Fifty Thousand and No/100 Dollars ($50,000.00). EXHIBIT. f PVE comptayPAGE_ BY {00114279.D0C.} rae 6.2 Default by Purchaser. If the Purchaser fails to consummate the transaction contemplated in this Agreement for any reason, except Seller's default or otherwise breaches its representations, warranties, or covenants, Seller may, as its sole and exclusive remedy, terminate this Agreement and retain the Escrow Deposit as liquidated damages. 63 Attorneys' Fees, Etc. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all reasonable costs, charges and expenses, including reasonable attorneys fees, incurred in connection with such litigation. Vil. BROKERAGE COMMISSIONS Each party represents to the other that, except as specifically set forth below, no brokers or finders have been involved in this transaction other than the Wolfson Group, Real Estate Division, Inc., and Seller and Purchaser agree to indemnify and hold each other harmless from any and all claims or demands by any party with respect to any brokerage fees, agents’ commissions or other compensation asserted by any such person, firm or corporation on behalf of Seller or Purchaser, respectively, in connection with the sale contemplated by this Agreement. VU. OTHER CONTRACTUAL PROVISIONS 8.1 Assignability. .. This Agreement shall inure to the benefit of and be binding upon and is intended solely for the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; and no third party shall have any rights, privileges or other beneficial interest in or under this Agreement. Notwithstanding the foregoing, however, Purchaser may assign and transfer its rights and obligations under this Agreement to any corporation, partnership or other entity owned or controlled by Purchaser or by John D. Rood or Mark T. Farrell (a "Permitted Assignee"). The term "controlled by" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the specified entity whether through ownership of voting securities, by contract or otherwise. 8.2 Survival. The representations and warranties set forth in this Agreement shall survive Closing. The responsibility of either party for any undertaking to be performed after Closing shall survive Closing. Nothing in this section shall be deemed to be a waiver of either party's right to bring an action for frand. exuisit_{_ PAGE_65_ WE COMPLAINT mene tT {00114279.DOC.} 12 83 Notices. Any notices to be given to either party in connection with this Agreement must be in writing and given by hand delivery, Federal Express (or equivalent service), certified mail, or facsimile transmission. Such notice shall be deemed to have been given and received three days after a certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States Mail, or if hand delivered, delivered by Federal Express or other equivalent service or by facsimile transmission, when actually received. Such notices shall be given to the parties at the following addresses. To Purchaser: Mark T. Farrell. The Vestcor Companies, Inc. 3020 Hartley Road, Suite 300 Jacksonville, FL 32257 With a Copy to: G. Todd Cottrill Pappas, Metcalf, Jenks & Miller, P.A. 245 Riverside Drive, Suite 400 Jacksonville, FL 32202 To Seller: Harold Dewayne Williams 4738 Ocean Street Mayport, FL 32223 Either party may, at any time, by giving five (5) days written notice to the other party, designate any other address to which such notice shall be given and other parties to whom copies of all notices shall be sent. If the deadline or date of performance for any act under this Agreement falls on a Saturday, Sunday or legal holiday, the date shall be extended to the next business day. 8.4 Entire Agreement; Modification. This Agreement contains the entire agreement between the parties. All prior agreements, understandings, representations, and statements, oral or written, are merged into this Agreement. This Agreement cannot be modified, or terminated except by an instrument in writing signed by the party against which the enforcement is sought. {00114279.DO0C.} 13 8.5 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. 8.6 Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 8.7 Counterparts. This Agreement may be executed in several counterparts, each constituting a duplicate original. All such counterparts shall constitute one and the same agreement. 8.8 Interpretation. Whenever the context of this Agreement shall so require, the singular shal} include the plural, the male gender shall include the female gender and the neuter and vice versa. This Agreement was drafted through the efforts of both parties and shall not be construed in favor of or against either party. 8.9 Severability. If any provision contained in this Agreement shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision. This Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. : 8.10 Condemnation. All risk of condemnation prior to the Closing shall be on Seller. Immediately upon obtaining knowledge of any proceedings for the condemnation of the Property, or any portion of it (including negotiations in lieu of condemnation), Seller will notify Purchaser of the pendency of such proceedings. If, after the Effective Date of this Agreement and prior to the Closing; all or a part of the Property is subjected to a bona fide threat of condemnation (or sale in lieu of condemnation), Purchaser may, by written notice to Seller given five (5) days after notice, elect to cancel this Agreement prior to the Closing, in which event both parties shall be released from any further liability. In such event, the Escrow Deposit shall immediately be retuned to Purchaser and this Agreement shall be null, void and cancelled. If no such election is made, this Agreement shall remain in full force and effect. The purchase contemplated, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon Closing, Seller shall assign all of the right and interest of Seller to any awards that have been or may be made EXHIBIT. Vise COMPLAINT. {00114279.D0C.} 14 for such taking to Purchaser. Seller shall not negotiate a settlement of the proceeding without the ptior consent of Purchaser. 8.11 Risk of Loss. All risk of loss or damage to the Property until the Closing shall be borne by Seller, except for any damage for which Purchaser is responsible under Section 2.3(a). 8.12 Recording. Both parties agree that this Agreement shall not be recorded. 8.13 Waiver. Either party reserves the right to waive in whole or part any provision which is for such party's benefit. No such waiver shall be effective unless it is in writing. Any waiver shall be limited to the matter specified in the writing. No waiver shall be considered a waiver of any other or subsequent default and no delay or omission in exercising the rights and powers granted herein shall be construed as a waiver of such rights and powers. 8.14 Time of Essence. Time shall be of the essence of this Agreement. 8.15 Escrow Agent. The escrow of the Deposit shall be subject to the following provisions: (a) The payment of the Escrow Deposit to the Escrow Agent is for the accommodation of the parties, The duties of the Escrow Agent shall be determined solely by the express provisions of this Agreement. The parties authorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Agreement or the Escrow Deposit becomes involved in litigation, to deposit the Escrow Deposit with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility under this Agreement. The undersigned also authorizes the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and to déposit the Escrow Deposit with the clerk of the court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder. _(b) — The Escrow Agent shall not be liable for any mistake of fact or error of judgment or any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. The Escrow Agent shall be entitled to rely on any instrument or signature believed by it to be genuine and may assume that any person purporting to give any writing, notice or instruction in connection with this Agreement i is duly authorized to do so by the party on whose “ such writing, notice or instruction is given. EXHIB {00114279.DOC.} 15 8.16 New Leases and Encumbrances. Seller shall not enter into any new lease, mortgage or encumbrance of all or any portion of the Property or extend any existing lease term beyond the Closing Date or modify the terms of any existing mortgage or other encumbrance affecting the Property without the consent of the Purchaser. [THIS SPACE INTENTIONALLY LEFT BLANK] EXHIBIT. PAG {00114279.DOC.} IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below. . SELLER: HAROLD DEWAS NE WILLIAMS Date of Execution 4-5 OS . PURCHASER: By: THE VESTCOR COMPANIES, INC, a Florida corporation ae oe ir Mark T. Farrell President Date ofFxccution #/e/o5~ peat PAGE (00114279.D0C.} 17 , : WISTRATIVE COMPLAINT i. ° . oy Gr cee ntcunnamensnin - EXHIBIT A LEGAL DESCRIPTION Duval County Tax Parcel Nos: RE Parcel No. 168982-0000 RE Parcel No. 168974-0000 Exner tf PAGE__Z/ LAINT {00114279,.D0C.} EXHIBIT B FEDERAL TAX LIEN PAGE_Z7— {00114279.DOC.} 10/17/2005 14:43 FAX . ig 002/002 361-12 Atlantic Blvd. Atlantic Beach, Fi 32233 To: Todd Cottill — . Re: 4738 Ocean St., Jacksonville, FL 32233 Sales Commission. Dear Todd, ; ; The Sales commission for the above mentioned property is a gross commission of $160,000.00 to be disbursed as follows: Don Wolfson’s Broker will receive $52,500.00 and Prudential Network Realty will receive $107,500.00. I will need a signed Closing statement or HUD for Prudential’s Thave some additional surveys fromi when we had new survey done in March of 2005. Inecd-to keep one copy but will be glad to forward the others to you. If you need me to attend the closing for any reason please let me know. Idon’t know who will sign the final docoments at the table. Thanks for all your help and patients and I know we all look forward to a smooth closing on Friday. . Best Regards, EXHIBIT. ¥ E TRATIVE come ARs ah LE yo boae sovomereretnn emu ttncnaae : ™e wen ME — BUYER: SELLER: LENDER: PROPERTY: DATE: CLOSING STATEMENT VCP-MAYPORT IV, LTD. CHEVOS LIMITED PARTNERSHIP AMSOUTH BANK October 31, 2005 BUYER'S STATEMENT 1. Purchase Price 2. Less Credits to Buyer Seller's Share of 2005 Ad SELLER'S STATEMENT 00124945.XLS Valorem Taxes (see Note 1) 11,763.40 Escrow Deposit 50,000.00 TOTAL CREDITS TO BUYER 3. Plus Charges to Buyer Miscellaneous Closing Costs 125.00 Documentary Stamp Tax on Notes 7,700.00 Intangible Tax on Mortgages 4,400.00 Survey Expense 1,235.00 Lender's Attorney's Fees 6,300.00 Buyer's Attorney's Fees 29,000.00 Buyer's Title Expenses 3,053.00 Buyer’s Title Search Fee 300.00 Buyer's Portion of Brokerage Fee 52,500.00 Loan Recording Fees 454.00 TOTAL CHARGES TO BUYER Total Amount Due From Buyer Purchase Price 2. bess Charges to Seller 2004 Ad Valorem Taxes 16,007.88 Seller's Share of 2005 Ad Valorem Taxes (see Note 1) 11,763.40 Recording Fees (Deed) . 35.50 ADMINISTRA ‘E +/— 2.153 acre property located in Mayport, Duval County, Florida {4738 Ocean Street) 3,500,000.00 (61, 763,40) 105,067.00 3,543,303.60 —SS—S==—— 3,500, 000.00 EXHIBIT. rf compLRAg The authorize Recording Fees (Brazelton Mort) 10.00 Seller's Portion of Brokerage Fee 160,000.00 Payoff of Brazelton Mortgage 436,689.50 Escrow Deposit , 907,877.99 Title Search Fees 500.00 Title Examination Fees 500.00 Courier Fees 50.00 Title Premium 11,350.00 Doc Stamps on Deed 24,500.00 TOTAL CHARGES TO SELLER “{1, 569,284.27) Total Amount Due Seller (see Note 2) 1,930,715.73 ee eal eterna undersigned acknowledge and approve this Closing Statement and and direct Pappas Metcalf Jenks & Miller, P.A., to disburse such funds in accordance with this Closing Statement. SELLER: Buyer: CHEVOS LIMITED PARTNERSHIP VCP-MAYPORT IV, LTD., a Florida limited a Utah limited partnership partnership By: VESCOVO Management, LLC, its By; VCP-MAYPORT IV, LLC, its General General Partner Partner By: : . : By: Vestcor, Inc., its Manager. Name: Its: By: Name: Ttst Note 1: Ad Valorem Taxes allocable to the property for the year 2005 have been calculated based upon the actual tax bil? for ad Valorem Tax Parcel 1) Gross tax bill for RE Parcel No. 168966-0600 12,177.43 2) Gross tax bill for RE Parcel Ho. 169098-0000 1,993.00 3) Buyer's pro rata share of applicable taxes . based on Seller's 303 days of ownership 11,763.40 —— Rote2: Pursuant to that certain Consent Agreement for Sale of Real Property and Distribution of 00124945.XLS Sale Proceeds dated October __, 2005 ("Consent Agreement"), by and between Seller and H. DeWayne Williams, Seller is receiving $1,000,000 in cash and an additional 930,715.73 {$919,203.33 + 11,512.40 interest accrued from October 11, 2005 throught the Closing Date) related to the forgiveness of the “LandMark/Horn Loan" as described in the Consent Agreement. 20f2 EE THE MEMBERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE FEDERAL, STATE OR FOREIGN SECURITIES LAWS. IN ADDITION, TRANSFER OR OTHER DISPOSITION OF THE INTEREST IS - RESTRICTED AS PROVIDED IN THIS AGREEMENT. ; OPERATING AGREEMENT OF VCP-MAYPORT IV, LLC This Operating Agreement (this,"Agreement"), of VCP-MAYPORT IV, LLC (the "Company"), is made and entered into as of Tuly/oZ 2005 by and between the Company, JOHN D. ROOD, MARK T. FARRELL and DON WOLFSON (“Members”) and VESTCOR, INC., Manager of VCP-Mayport IV, LLC (“Manager”). . ARTICLEI DEFINITIONS 1.1 Definitions. In this Agreement, the following terms shall have the meanings set forth below: (a) "Adjusted Capital Account" means the Capital Account maintained for each Member as of the end of each Fiscal Year (i) increased by any amounts which such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5) and (ii) decreased by the items described in Treasury Regulations Sections 1.704- 1(b)(2)(ii)(d)(4), 1.704-1(b)(2)Gi)(A)(5), and 1.704-1(b)(2)(i)(D(6) and shall be interpreted consistently with such regulations or any superseding regulations thereto. . (b) “Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Adjusted Capital Account as of the end of the relevant Fiscal Year. (c) “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such Person and includes (a) any Person owning or controlling directly or indirectly fifty percent (50%) or more of the outstanding voting securities of such Person, (b) an officer, general partner, director, manager or trustee of such Person, and (c) if such Person is an officer, general partner, director, manager or trustee, any Person for which such Person acts in any such capacity. ; (@ "Articles of Organization" mean the Articles of Organization of the Company filed or to be filed with the Florida Secretary of State, as they may from time to time be amended. (e) "Capital Account" as of any date means the Capital Contribution to the Company by a Member, adjusted as of such date pursuant to the terms of this Agreement. . (f) "Capital Contribution" means the cash and the fair market value of property contributed by a Member to the Company (net of any liability that the Company assumes or to which such contributed property is subject). , EXHI BIT yf _ NCORM34408.1 (g) "Code" means the Internal Revenue Code of 1986, as amended, or any superseding federal revenue statute. (h) "Company Minimum Gain" means an amount, with respect to each Partner Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704- 2(4)(3). ; (i) "Distribution" means any cash and other property distributed by the Company to the Member under Section 6.5 or Article IX of this Agreement. : (j) “Fiscal Year" means the fiscal year of the Company. (k) "Florida Act" means the Florida Limited Liability Company Act. @) "Major Management Decisions" means the following decisions which require the consent of the Members holding 60% of the Percentage Interests in the Company: (1) any merger or consolidation involving the Company in which the Company is not the surviving entity and the Members do not own at least 50% of the surviving entity; (2) any sale of all or substantially all the assets of the Company; QB) any liquidation and dissolution of the Company; and (4) any material amendments to the Articles of Organization or this Agreement. (m)"Manager" means any Person appointed to manage the business and affairs of the Company as provided in Article IV hereof. (x) "Member" means each Person who executes a counterpart of this. Agreement as a Member and each Person who may hereafter become a party to this Agreement and be admitted as a Member of the Company. (0) "Net Losses” means the losses of the Company, if any, determined in accordance with generally accepted accounting principles. (p) "Net Profits" means the income of the Company, if any, determined in accordance with generally accepted accounting principles. (@) "Partner Nonrecourse Debt" has the meaning set forth in Treasury Regulations Section 1,704-2(b)(4). . : (x) "Partner Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(i)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Fiscal Year shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(4)(2). : hes “EXHIBIT f NCORM34408.1 (s) "Percentage Interest" means the percentage ownership of the Company held by a Member as shown in Exhibit A. (t) "Person" means any natural person, corporation, governmental authority, limited liability company, partnership, trust, unincorporated association or other entity. (u) "Regulatory Allocation" means the allocations set forth in Section 6.3(a) through (e). (v) "Transfer" means any sale, assignment, gift, pledge or other disposition, whether voluntary or by operation of law, of a Member's interest in the Company. (w) "Treasury Regulations" means all proposed temporary and final regulations promulgated under the Code as from time to time in effect. (x) "Unrecovered Capital Contribution Amount" means, at any given time, an amount equal to the excess, if any, of the Capital Contributions made by a Member over all Distributions to that Member. ARTICLE ORGANIZATION 2.1 Formation. The Members hereby organize the Company. as a Florida Limited Liability . Company pursuant to the provisions of the Florida Act. 2.2 Principal Place of Business. The initial principal place of business within the State of Florida shall be 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257. The Company may establish any other places of business as the Members may from time to time deem advisable. . 2.3 Registered Agent. The Company's registered agent shall be Mark T.. Farrell, having a registered office at 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257. 2.4 Term. The term of the Company shall be perpetual from the date of fling of the Articles of Organization with the Florida Secretary of State, unless the Company is dissolved sooner pursuant to this Agreement or the Florida Act. 2.5 Purposes. The Company is formed for any lawful business purpose or purposes. 2.6 Effective Date. The Company is formed to be effective as of the filing of this Company's Articles of Organization. ; ARTICLE OI MEMBERS 3.1 Names and Addresses. The names and addresses of the Members are as set forth in Exhibit A to this Agreement. 3.2 Additional Members. A Person may be admitted as a Member after the date of this Agreement, upon the consent of the Manager. . 3.3 Books and Records. The Company shall keep books and records of accounts and minutes of all meetings of the Members. EXHIBIT : nce | ow RAGEL \WCORM34408.1 3.4 Limitation of Liability. Each Member's liability shall be limited as set forth in this Agreement, the Florida Act and other applicable law. A Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except that such Member shall remain personally liable for the payment of the Capital Contribution of such Member and as otherwise set forth in this Agreement, the Florida Act or other applicable law. 3.5 Liability of a Member to the Company. A Member who or which rightfully receives the return of any portion of a Capital Contribution is liable to the Company only to the extent now or thereafter provided by the Florida Act. A Member who or which receives a Distribution made by the Company in violation of this Agreement shall be liable to the Company for the amount of such Distribution or as otherwise required by the Florida Act. 3.6 Members May Participate in Other Activities. The Members, either individually or with others, shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company. No Member, acting in the capacity of a Member, shall be obligated to offer to the Company any opportunity to participate in any such other business venture. The Company shall not have the right to any income or profit derived from any such other business venture of the Members. ARTICLE IV MANAGEMENT 4.1 Management. Except for Major Management Decisions, the management of all of the affairs, business and property of the Company shall be vested in its Mariager. The initial number of Managers of the Company shall be one (1), but the number of Managers may be changed by agreement of the Members holding a majority of the Percentage Interests. Each Manager shall hold office until its death, dissolution, resignation or removal. The initial Manager shall be: Vestcor, Inc. 4.2 Binding Authority. Unless: authorized to do so by this Agreement or in writing by the Manager, no Person other than the Manager and its officers or the officers of the Company shall have any power or authority to bind the Company. 4.3 Officers. (a) The Appointment of Officers. The Manager may appoint one or more officers to take part in the management of the Company, including but not limited to a President, Vice Presidents, a Secretary and a Treasurer as described in the following sections, and any other titles with duties and responsibilities as the Manager may designate. Each officer, including an officer elected to fill a vacancy, shall hold office at the pleasure of the Manager until a successor is elected, except as otherwise provided by the Act. Any officer may be removed, with or without cause, at any time by the Manager. : WCORM34408.1 (b) President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Manager, have general supervision, direction, and control of the business affairs of the Company. The President shall have all of the powers which are ordinarily inherent in the office of the President of a corporation, and shall have such further powers and shall perform such further duties as may be prescribed from time to time by the Manager. The President shall have authority to suspend or to remove any employee, agent or appointed officer _of the Company and fo suspend for cause any officer of the Company elected by the Manager and, in the case of the suspension for cause of any such elected officer, to recommend to the Manager what further action should be taken. The President shall have general authority to execute bonds, deeds, contracts and other documents in the name and on behalf of the Company and shall make reports to the Manager. (c) Vice Presidents. In the absence or disability or refusal to act of the President, the Vice Presidents in order of their rank as fixed by the President, or, if not ranked, the Vice President designated by the President, shall perform all of the duties of the President and when so- acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the President or by this Agreement or by the Manager. @ Secretary. The Secretary shall keep-or cause to be kept at the principal executive office of the Company, or such other place as the President may order, a book of minutes of all proceedings of the Members, with the time and place of holding, whether regular-or special, and if special how authorized, the notice thereof given, the names of those present and the number of votes present or represented at Member meetings. The Secretary or an Assistant Secretary or, if | they are absent or unable or refuse to act, any other officer of the Company shall give or cause to be given notice of all the Member meetings required by the Agreeinent or by law tobe given, shall keep the seal of the Company, if any, in safe custody, and shall have such other powers and perform such other duties as may be prescribed from time to time by the President, this Agreement or the Manager. (e) Treasurer, The Treasurer shall be the chief financial officer of the Company and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Company. The Treasurer shall receive and deposit all monies and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the same only in such manner as the President or the Manager may from time to time determine, shall render to the President or the Manager, whenever requested, an account of all his or her transactions as Treasurer and of the financial condition of the Company, and shall perform such further duties as may be prescribed from time to time by the President, this Agreement or the Manager. 44 Liability for Certain Acts. The Manager and officers shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care as an ordinarily prudent Person in a similar position would use under similar circumstances. Each Manager and officer who so performs such duties shall not have any lability by reason of being or having been a Manager or officer of the Company. Neither the Manager nor any officer shall be liable to the Company or any Manager for any loss or damage sustained by the Company or any Manager, unless the loss or damage shall have been the result of the gross negligence or willful misconduct of any such Person. Without limiting the generality of the preceding sentence, no Manager nor any officer in any way 3.8 JEXHIBH ___PAGE WCORM34408.1 guarantees the retum of any Capital Contribution to a Member or the receipt of any Net Profits Distribution or other amount by the Members from the operations of the Company. 4.5 No Exclusive Duty to Com . The Manager and officers shall not be required to manage the Company as their sole and exclusive function and they may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right pursuant to this Agreement to share or participate in such other business interests or activities or to the income or proceeds derived therefrom. No Manager, officer nor any Member shall incur any liability to the Company or any other Member as a result of engaging in any other business interests or activities in addition to those relating to the Company. 4.6 Indemmification. The Company shall indemnify and hold harmless the Manager, officers and Members from and against all claims and demands to the maximum extent permitted under the Florida Act. 4.7 Resignation and Removal. Any Manager may resign at any time by giving written notice to the Company. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member. Any Manager may be removed or replaced with or without cause by the vote or written consent of the Members holding a majority of the Percentage Interests, The removal of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of such Member. 4.8 Vacancies. Any vacancy occurring for any reason in the number of Managers may be filled by the vote or written consent of at least a majority of the remaining Managers then in office; provided, however, that if there are no remaining Managers, each vacancy shall be filled by the vote or written consent of the Members holding a majority of the Percentage Interests. A Manager elected to fill a vacancy shall be elected for the unexpired term of the Manager's predecessor in office and shall hold office until the Manager's successor has been elected and qualified. A Manager chosen to fill a position resulting from an increase in the number of Members shall hold office until the next annual meeting of Members and until a successor has been elected and qualified. ARTICLE V CAPITAL CONTRIBUTIONS 5.1 Capital Contributions. Each’ Member shall contribute the amount set forth in Exhibit A to this Agreement as the Capital Contribution to be made by such Member. 5.2 Additional Contributions. Upon the determination of the Manager, the Members shall conttibute such additional capital to the Company as shall be required from time to time to meet the obligations of the Company not otherwise funded by operations of the Company. Such additional Capital Contributions shall be made by the Members within thirty (30) days written notice from the Manager pro- rata based on their Percentage Interest. Failure of a Member to pay its portion of the additional Capital Contribution shall subject sach Member to the sanctions described in Section 5.9 of this Agreement.. 5.3 Capital Accounts. Each Member shall have a Capital Account which shall be maintained in accordance with the rules set forth in Treasury Regulations Section 1.704(b)(2)(iv) which generally require that each Member's Capital Account shall be increased by the value of each Capital Contribution made by the Member, allocations to such Member of the Net Profits and any other allocations to such Member pursuant to the Code. Each Member's Capital Account will be decreased by the value of each rs Exner 4 airs inn ot .\C | sate 0 [ \CORM: . ae RM34408.1 PAGE oe | OF Distribution made to the Member by the Company, allocations to such Member of Net Losses and other allocations to such Member pursuant to the Code. 5.4 Transfers. Upon a Transfer of a Member's Percentage Interest in the Company in accordance with Article VILL, the Capital Account of the Member transferring his or her Percentage Interests shall become the Capital Account of the Person to whom such Percentage Interest is sold or transferred in accordance with Treasury Regulation Section 1.704-1 (b)(2){iv). 5.5 Modifications. The manner in which Capital Accounts are to be maintained pursuant to this Section is intended to comply with the requirements of Section 704(b) of the Code. If in the opinion of the Managers the manner in which Capital Accounts are to be maintained pursuant to this Agreement should be modified to comply with Section 704(b) of the Code, then the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members. 5.6 Deficit Capital Account. Except as otherwise required in the Florida Act or this Agreement, no Member shall have any liability to restore all or any portion of a deficit balance in a Capital Account. 5.7 Withdrawal From Capital Accounts. Prior to the dissolution and liquidation of the Company, no Member shall be entitled to withdraw any part of its Capital Contribution or Capital Account, to receive interest on the Capital Contribution or to receive any Distribution from the Company except as provided in this Agreement. 5.8 Loan and Advance by any Member.. Any Member may make a loan or loans or otherwise advance money to the Company and any such loan or advance shall not be considered an increase in or contribution to the Capital Account of the lending Member or entitle such lending Member to any increase in its share of the Distributions or allocations of Net Profits of the Company. The interest rate on any such loan or advance shall be at the prime rate per annum (as published by the national bank which the Manager considers its primary bank) plus two percent (2%) unless otherwise approved by the Manager. The amount of any such loan or advance shall be deemed an obligation and indebtedness of the Company to such lending Member payable in accordance with the terms of such loan.’ The foregoing shall not prevent a Member from making additional Capital Contributions to the Company and thereby increasing such Member's Capital Account and share in Distributions and allocations under this Agreement. 5.9 Default and Remedies. (a) It shall be an Event of Default if any Member fails to make, when due, any additional Capital Contribution required hereunder. Any Member who commits an Event of Default that is continuing is referred to herein as a "Defaulting Member" and any Member who has not committed a continuing Event of Default is referred to herein as a "Non-Defaulting Member". The Membership shall continue in being and shall not be terminated solely because of the occurrence of an Event of Default. (b) A Non-Defaulting Member shall have the right, but not the duty, during the continuance of an Event of Default, to advance to the Company the amount due from the Defaulting Member as a result of an Event of Default. Any amount so advanced by the Non-Defaulting Member may be treated as a loan by the Non-Defaulting Member to the Defaulting Member, and any ammount due from the Defaulting Member not so advanced shall be treated as a loan by the Company to the Defaulting Member. Any such loan shall be payable on demand, and shall bear interest at the rate of Prime Rate per ~exHiit_f_. pace_/02-_ \CORM34408.1 annum plus two percent (2%) from the date the advance is made or the sum became owing, as appropriate, until repaid. The Non-Defaulting Member and the Company shall be entitled to recover, in addition to principal and interest, all costs including, without limitation, reasonable attorneys’ fees (including fees upon appeal) incurred in enforcing their rights under this Section 5.9, including, without limitation, their rights to be paid by the Defaulting Member. The amount of the Defaulting Member's obligation to the Non-Defaulting Member and the Company, including without limitation interest and costs, is referred to herein as the "Default Amount.” ; (c) In the event of an advance treated as a loan, the Non-Defaulting Member, or the Company, or both, whichever the case may be, shall have and are hereby granted a security interest in the Percentage Interest of the Defaulting Member in the Company to secure payment of the Default Amount and shall have all rights with respect thereto granted to a secured party under the Uniform Commercial Code as enacted in the State of Florida. This Agreement shall serve as a financing statement pursuant to the Uniform Commercial Code as enacted in the State of Florida. Additionally, the Defaulting Member shall execute such documents, including without limitation UCC-1's, as the Non-Defaulting Member or the Company, or both, shall reasonably require in order to further evidence and perfect any security interest arising hereunder. Nothing contained in this Article 5 shall in any way be construed to in any way limit the rights or remedies available to the Non-Defaulting Member, the Company, or both, whichever the case may be, in collecting the default amount from the Defaulting Member or in recovering _ damages from the Defaulting Member for breach of its obligation under this Agreement, it being the intention of the parties hereto that the Non-Defaulting Member and the Company shall have all remedies available at law or in equity in collecting such Default Amount, recovering damages and taking other action against the Defaulting Member. @ The Defaulting Member shall execute such deeds, easements, affidavits, leases, contracts, assignments and other documents as the Non-Defaulting Member(s) shall direct in order to carry out the business of the Company or the rights of the Non-Defaulting Member(s) under this Agreement, including without limitation this Section 5.9. In addition to all other remedies available to a Non-Defaulting Member under this Section 5.9, the obligations of the Defaulting Member shall be enforceable by specific performance. (e) Notwithstanding anything to the contrary contained in this Agreement, in the event of an advance treated as a loan, no cash or other property otherwise payable to the Defaulting Member pursuant to this Agreement shall be paid unti] the Default Amount has been satisfied. No Transfer of any Interest in the Company or the Company's assets by the Defaulting Member will be effective unless all consideration received for such Interest is paid over and applied against the Default Amount. All actions taken by the Members shall be deemed to have been taken unanimously if taken by all Non-Defaulting Members at the time. : (g) The sanctions described in this Section 5.9 shall apply separately to each Event of Default. : : ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS 6.1 Net Profits. Except as provided in Section 6.3 of this Agreement, the Net Profits of the Company for each Fiscal Year shall be allocated to the Members to the Members in proportion to their Percentage Interests. WCORM34408.1 6.2 Net Losses. Except as provided in Section 6.3 of this Agreement, the Net Losses of the Company for each Fiscal Year shall be allocated to the Members in proportion to their Percentage Interests. Notwithstanding the foregoing, Net Losses shal] not be allocated to any Member pursuant to this Section 6.2 to the extent that such allocation would cause such Member to have an deficit balance in its Capital Account at the end of such Fiscal Year (or increase any existing Capital Account deficit). In the event that some but not all of the Members would have Capital Account deficits as a consequence of ~ an allocation of Net Losses pursuant to this Section 6.2, the limitation set forth in the preceding sentence shall be applied on a Member by Member basis and Net Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Members' Capital Accounts so as to allocate the maximum permissible Net Losses to each Member under Treasury Regulation Section 1.704-1(b)(2)(i)(@). 6.3 Special Rules. (a) Minimum Gain Chargeback. Notwithstanding any other provisions of this Article VI, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially . allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member's share of the net decease in Company Minimum Gain, as determined under Treasury Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amount required to be allocated to each Member pursuant to this Section 6.3(a). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2((6). This Section 6.3(a) is intended to comply with the minimum gain chargeback requirements in Treasury Regulations Section 1.704-2(f) and for purposes of this Section 6.3(a) only, each Member's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of this Agreement with respect to such Fiscal Year and without regard to any decrease in Company Minimum Gain during such Fiscal Year. we (b) Company Minimum Gain Chargeback. Notwithstanding any other provision of this Article VI (except Section 6.3(a)), if there is a net decrease in Company Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Company Minimum Gain atttibutable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subséquent years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(1)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amiounts required to be allocated to each Member pursuant to this Section 6.3(b). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 6.3(b) is intended to comply with the minimum gain chargeback requirement in such Treasury Regulations Section and shall be interpreted consistently therewith. Solely for purposes of this Section 6.3(b), each Member's Adjusted.Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of this Agreement with respect to such Fiscal Year, other than allocations pursuant to Section 6.3(a) of this Agreement. (c) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704- 1(b)(2)GI(A)(5), oF 1.704(1)(b)(2)((D(O), and after giving effect to the allocations required in Section - 6.3(a) and Section 6.3(b) of this Agreement, such Member has an Adjusted Capital Account Deficit, items of Company income and gain shall be specially allocated to such Member in an amount and manner \NCORM34408.1 sufficient to eliminate, to the extent required by the Treasury Regulations, such Member's Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. (d) Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their relative Capital Accounts. (e) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(1)(2). ° ~ Allocations. The Regulatory Allocations are intended to comply with certam (f) Regulatory requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Article VL Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Manager shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 6.1 and 6.2. In exercising its discretion under this Section, the Manager shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. ; 6.4 General Provisions. Whenever 2 proportionate part of Net Profit or Net Loss is credited or charged to a Member's Capital Account, every item of income, gain, loss, deduction or credit entering into the computation of such Net Profit or Loss or applicable to the period during which such Net Profit or Net Loss is realized, shall be considered credited or charged, as the case may be, to such account in the same proportion. As between a Member and its transferee, unless otherwise agreed by them or with respect to the Members upon the admission of the Members, Net Profits and Net Losses for any Fiscal Year (or portion thereof as the case may be) shall be determined by an interim closing of the Company's books and records, as if the Fiscal Year had closed on the day prior to the date of transfer or admission, as the case may be, and the Members who have been admitted shall be allocated Net Profits and Losses with respect to the period commencing with the day of Transfer or admission. 6.5 Distributions. The Manager may from time to time, in its discretion, make Distributions to the Members. Except as otherwise set forth in Article IX, Distributions shall be made to the Members in pro rata in accordance with their Percentage Interests. 6.6 Offset, The Company may offset all amounts owing to the Company by a Member against any Distribution to be made to such Member. 6.7 Limitation Upon Distributions. No Distribution shall be declared and paid unless, after such Distribution is made, the assets of the Company are in excess of all liabilities of the Company. 6.8 Distribution of Assets in Kind. If any assets of the Company are distributed in kind, such assets shall be distributed to Members entitled to such assets as tenants in common in the same proportions in which such Members would have been entitled to cash distributions if there were a sale of such assets. . - ce EXHIBIT. 4 u bint a os Bat WCORM34408.1 cy | : ARTICLE VII TAXES 7.1 Tax Retumns., The Manager shall cause to be prepared and filed all necessary federal and state imeome tax retums for the Company. Each Member shall furnish to the Manager all pertment information in its possession relating to Company operations that is necessary to enable the Company's income tax returns to be prepared and filed. 7.2 Tax Matters Member. The Company has designated the Manager to serve as the Tax Matters Partner for the Company. The Manager has agreed to act as a liaison between the Company and the Internal Revenue Service in connection with all administrative and judicial proceedings involving tax controversies of the Company and has agreed to assume all the rights and duties of a Tax Matters Partner as set forth im the Code and the Treasury Regulations. 7.3 Tax Elections. The Manager may make the following elections on the appropriate tax Teturns: . (a) To adopt the calendar year as the Fiscal Year or such other fiscal year as deemed appropriate and in the best interest of the Members; (b) To adopt such method of accounting as deemed to be appropriate and keep the Company's books and records in accordance with such accounting method; (c) If a Distribution as described in Section 734 of the Code occurs or if a transfer of a Percentage Interest described in Section 743 of the Code occurs, upon the written request of any Member, to elect to adjust the basis of the property of the Company pursuant to Section 754 of the Code; (d) To elect to amortize the organizational expenses of the Company and the start-up expenditures of the Company under Section 195 of the Code ratably over a period of sixty (60) months as pemnitted by Section 709(b) of the Code; and (e) Any other election that the Manager may deem appropriate and in the best interests of the Members. Neither the Company nor any Member may make an election for the Company to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar provisions of applicable _ _ state law, and no provisions of this Agreement shall be interpreted to authorize any such election. TRANSFERABILITY 8.1 Transfer of Interests of a Member. (a) Except as otherwise provided’ in Sections 8.2 and 8.3, 2 Member or the transferee of a Member may Transfer all or part of its interest in the Company if the following conditions are met: (i) the transferee executes an instrument reasonably satisfactory to the Manager accepting and adopting the provisions and agreements set forth herein; (ii) (a) the ‘Transfer is intended by the Member (or any trustee or beneficiary of a Member that is a trust) for estate planning purposes and such Transfer is to any Affiliate of a Member (or the beneficiaries of any Member that is a trust) or any immediate family member(s) of the Member (or the beneficiaries of any Member that is a trust) or a trust established for the 11 NCORM34408.1 benefit of the Member or his or her immediate family members or (b) the Manager consents to such Transfer; and (iii) if requested by the Manager, the transferor Member obtains a legal opinion acceptable to counsel for the Company that (1) such Transfer would not result in the close of the Fiscal Year with respect to all Members, the termination of the Company for federal or state income tax purposes or cause the Company to be taxed as a corporation for federal income tax purposes and (2) that such Transfer would be in conformity with the Securities Act of 1933, as amended, or the applicable securities laws of any other jurisdiction. Such transferee shall not have the right to become a substituted Member unless (i) the Manager consents to such substitution, which consent may be given or withheld in the Manager's sole discretion, (ii) the Manager obtains the written consent of any other party whose consent to such Transfer is required, and (iii) such transferee executes an instrument reasonably satisfactory to the Manager accepting and adopting the terms and provisions of this Agreement and pays any reasonable expenses in connection with its admission as a substitute Member. Upon admission as a substitute Member, the transferee, to the extent of the Percentage Interest transferred, shall have all voting and other rights and powers held by the former Member transferring such interest in the Company. ; (b) As evidence of the limitations on Transfer discussed above, a legend shall be placed on each certificate or other document evidencing an interest in the Company stating that such interest has not been registered under the Securities Act of 1933 and cross-referencing the limitations on resale contamed in’ this Section 8.1. In addition, the Company shall make an appropriate notation in the records of the Company regarding the prohibition of Transfer of interests in violation of this Section. Moreover, any new certificates issued upon Transfers of such interests in the Company shall bear a similar legend and be subject to a similar notation. Whether a proposed transferee or pledgee of any interests is a bona fide resident of the State of Florida shall be determined in the sole and absolute discretion of the Manager and the Manager may conclusively rely on the opinion of its counsel. (c) Any Transfer of Interests made or attempted to be made in contravention of the restrictions of this Section 8.1 is void. : _ 8.2 Death of a Member. The death, dissolution, bankruptcy or insolvency of a Member shall not dissolve or terminate the Company. In the event of the death of a Member, except as hereinafter provided in this Section 8.2, the executor or administrator of such Member's estate shall succeed to his interests in the Company and shall be liable for all the liabilities and obligations of the deceased Member under this _ Agreement, but shall have the right to become a substituted Member only in accordance with the provisions of Section 8.1. Any Transfer by such executor or administrator of any part of the Interest ofa deceased Member shall be governed by Sections 8.] and 8.3. For the purpose of settling the estate of the deceased Member, the executor or administrator shall have only such rights of a Member as are necessary for such purpose. 8.3 Effectiveness.of Transfer. (a) The Transfer by a Member or a transferee of a Member, with the consent of the Manager, of all or part of its interest in the Company shall become effective on the first day of the month following receipt by the Manager of evidence of such Transfer in form and substance reasonably satisfactory to the . Manager and a Transfer fee sufficient to cover all reasonable expenses of the Company connected with such Transfer and provided that the Manager has consented to such Transfer is required under Section 8.1; and provided further that the Manager may, in its sole discretion, establish an earlier effective date for the Transfer if requested to do so by the transferor or transferee. (b) No Transfer of any interests in the Company or any part thereof which is in violation of this Article shall be valid or effective, and the Company shall not recognize the same for the purposes of 12 EXHIBIT, ADMENISTRATIVE 2OMPLAINT, PAGE_/O7 _ t \CORM434408.1 : EXE HBIT # 3 , eeteneenetnene 1 ae allocating Net Profits and Net Losses or making Distributions in accordance with Article VL The Company may enforce the provisions of this Article either directly or indirectly or through its agents by entering an appropriate stop transfer order on its books or otherwise refusing to register or transfer or permit the registration or transfer on its books of any proposed Transfers not im accordance with this Article VOL (c) The Company shall, from such time as the Percentage Interests in the Company are registered in the name of the transferee on the Company's books in accordance with the above provisions, pay to the transferee all further Distributions or allocate to the transferee's Capital Account Net Profits and Net Losses on account of the interests in the Company transferred... Until the Transfer is registered on the Company's books, the Manager may proceed as if no Transfer has occurred. Unless the transferee becomes a substitute Member in accordance with Section 8.1(a), the transferee shall only be entitled to receive Distributions and allocations to which the transferor was entitled. A Person shall cease to be a Member upon registration of a Transfer of such Member's interest in the Company on'the Company's books. ARTICLE IX DISSOLUTION 9.1 Dissolution, The Company shall be dissolved and its affairs shall be wound up pursuant to the Florida Act upon the first to occur of the following: (a) The vote of the Members holding 60% or more of the Percentage Interests; (b) The entry of a decree of judicial dissolution; or (c) Any event which causes dissolution of the Company under the Florida“Act. 9.2 Articles of Dissolution. Within ninety (90) days following the dissolution and the commencement of winding up of the Company, articles of dissolution shall be filed with the Florida Secretary of State pursuant to the Florida Act. . . 9.3 Deficit Capital Account. Upon a liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), if any Member has a deficit in its Capital Account (after giving effect to all Capital Contributions, Distributions, allocations and other adjustments for all Fiscal Years, including the Fiscal Year in which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of any Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose. ‘ 9.4 Winding-Up and Liquidation. As soon as practicable after any event of dissolution, the’ Manager shall proceed to wind up and liquidate the Company as follows: (a) proceed to collect its assets; (b) pay, satisfy, or discharge its liabilities and obligations or make reasonable provisions for the payment or discharge thereof; and ; (c) convey and dispose of such of its assets as are not.to be distributed in kind to the Members; \WCORM34408.1 (d) distribute any assets of the Company determined to be distributed in kind; and (e) do all other acts required to liquidate the Company's business and affairs in accordance with the Act. 9.5 Distributions to the Members Upon Dissolution. After paying or discharging all its obligations or making adequate provisions for payment or discharge thereof, the remaining assets shall be distributed to the Members in proportion to their Percentage Interests. 9.6 Nonrecourse to Other Members. Except as provided by applicable law, or as expressly Aomrecouse provided in this Agreement, upon dissolution, each Member shall receive a return of his, her or its Capital Contribution solely from the assets of the Company. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return any Capital Contribution of any Member, such Member shall have no recourse against any other Member. . 9.7 Termination. Upon completion of the dissolution, winding up, liquidation and distribution of the assets of the Company, the Company shall be deemed terminated. ARTICLE X GENERAL PROVISIONS 10.1 Amendments. This Agreement contains the entire agreement among the Members and supersedes and replaces all previous agreements whether oral or written. This Agreement may be amended or altered only by a written agreement signed by the Members. 10.2 Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. - : 10.3 Headings, The headings in this Agreement are for convenience only and shall not be used to interpret or construe any provision of this Agreement. : 10.4 Waiver. No failure of a Member or the Manager to exercise, and no delay by a Member or the Manager in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy. No waiver by a Member or the Manager of any such right or remedy under this Agreement shall be effective unless made in a writing duly executed by that Member or the Manager and specifically referring to each such right or remedy being waived. : 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. Each and every clause of this Agreement shall be severable from each other. In the event that any particular clause herein shall be held invalid and null and void in any judicial proceeding, such finding shall no effect on the remaining clauses and the invalid provisions shall be modified and interpreted as necessary and reasonable to most closely approximate the parties’ intent as evidenced by this Agreement as a whole. . 10.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of all Members and each of the successors and permitted assigns and transferees of the Members. BIT_ E_/O WCORM34408.1 arts. This Agreement may be executed in counterparts, each of which shall be 10.7. Counterp; deemed an original and all of which shall constitute one and the same instrument. 10.8 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to its conflict or choice of law rules. . IN WITNESS WHEREOF, the individuals and duly authorized representatives signing this Agreement below conclusively evidence their agreement to the terms and conditions of this Agreement by so signing this Agreement as of the date frst set forth herein, effective July 2, 2005. COMPANY: VCP-MAYPORT IV, LLC BY: VESTCOR, INC., its Manager py, et II "Mark T. Farrell, President MEMBERS: JOHND. ROOD — DON WOLFSON MANAGER: VESTCOR, INC., a Florida corporation By: jute | Mark T. Farrell, President “ WooRw3440R1— - s | exHipit_'f__ NE COMPLAINBAGE [JO EXHIBIT "A" CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTERESTS Percentage Name Contribution Interest John D. Rood ’ $617.50 61.75% 3020 Hartley Road, Suite 300 - : Jacksonville, Florida 32257 Mark T. Farrell $__ 332.50 33.25% 3020 Hartley Road, Suite 300 Jacksonville, Florida 32257 Don Wolfson $__ 50.00 5% 10151 Deerwood Park Blvd. Building 200, Suite 250 Jacksonville, FL, 32256 ___ EXHIBIT PAGE__ZI 16 \NCORM34408.1 CLOSING STATEMENT BUYER: VCP-MAYPORT BASIN, LTD. SELLER: CHRIS I. PRESCOTT PROPERTY: Mayport Marina Basin BUYER'S STATEMENT 1. Purchase Price 800, 000.00 2. Less Credits to Buyer Seller's Share of 2005 Taxes. 1,944.45 Escrow Deposit 80,000.00 TOTAL CREDITS TO BUYER {81,944.45) 3. Plus Charges to Buyer Buyer's Attorneys Fees 7,750.00 Brokerage Commission 24,000.00 Title Search Fees 250.00 ton Title Premium 4,075.00 TOTAL CHARGES TO BUYER 36,075.00 Total Amount Due From Buyer . 754,130.55 SELLER'S STATEMENT 1. Purchase Price 800,000.00 2.. Less Charges to Seller Recording Fee on Deed 44.00 Seller's Share of 2005 Taxes 1,944.45 Doc Stamps on Deed 5,600.00 _ TOTAL CHARGES TO SELLER : (7,588.45) Total Amount Due Seller 792,411.55 J EXHIBIT. 00119943, The undersigned acknowledge and approve this Closing Statement and authorize and direct Pappas Metcalf Jenks & Miller, P.A., to disburse such funds in accordance with this Closing Statement. SE. Buyer: By VCP-MAYPORT BASIN, Ltd., a Florida is I. Prescott limited partnership By: VCP-Mayport Basin, LLC, a Florida limited liability company, its General Partner By: Vestcor, Inc., a Florida corporation, its Manager By: Name: Its: NOTES ~ Note 1: Ad Valorem Taxes allocable to the property for the year 2005 have been calculated based upon the actual tax bill for Ad Valorem Tax Parcel 168259-0000 1} Gross tax bill for RE Parcel No. 168259-0000 3,791.27 3) Pro Rata taxes less 4% discount 3, 639-6192 4) Buyer's pro rata share of applicable taxes based on Seller's 195 days of ownership 1,944.45 TNE COMPLAINT Ep 00119943 The undersigned acknowledge and approve this Closing Statement and authorize and direct Pappas Metcalf Jenks & Miller, P.A., to disburse such funds in accordance with this Closing Statement. SELLER: Buyer: By: VCP-MAYPORT BASIN, Ltd., a Florida Chris I. Prescott limited partnership By: VCP-Mayport Basin, LLC, a Florida limited liability company, its General Partner By: Vestcor, Inc., a Florida corporation, its Manager py: 44t—_ Jru—_, Name: _joetn-& T. Fromae) Its: Tres heaeaill NOTES Note 1: Ad Valorem Taxes allocable to the property for the year 2005 have been calculated based upon the actual tax bill for Ad Valorem Tax Parcel 168259-0000 1) Gross tax bill for RE Parcel No. 168259-0000 3,791.27 3) Pro Rata taxes less 4% discount 3,639.6192 4) Buyer's pro rata share of applicable taxes based on Seller's 195 days of ownership 1,944.45 00119943 2of2 AGREEMENT FOR SALE AND PURCHASE OF PROPERTY (Marina Basin) THIS AGREEMENT FOR SALE AND PURCHASE OF PROPERTY by and between Chris I Prescott, (the "Seller") and THE VESTCOR COMPANIES, INC., a Florida corporation, or its assignee (the "Purchaser") is entered into and effective on the date it is signed by the last party to sign (the "Effective Date"). IN CONSIDERATION of the mutual covenants of the parties set forth in this instrument and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: I. AGREEMENT TO SELL: PURCHASE PRICE 11 Agreement to Sell and Convey. Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase from Seller, subject to the terms and conditions set forth below: (@) _ The tract of land located in Duval County, Florida, and more particularly depicted on the attached Exhibit A (the "Land"), together with all rights pertaining to the Land including but not limited to all subsurface rights, any right, title and interest of Seller to adjacent streets, roads, alleys, or rights-of-way, any riparian rights of Seller and any easements, express or implied, benefiting the Land. (b) _ All intangible personal property pertaining to the Land owned by Seller including, but not limited to, all contract rights, licenses, pernits, deposits, utility service or capacity agreements or reservations, sign easements or licenses, and other similar intangibles. Unless the context clearly requires otherwise, the property described in Sections 1.1(a) and 1.1(b) shall be referred to collectively as the "Property". ; . 1.2 Purchase Price and Escrow Deposit. The total purchase price to be paid by Purchaser to Seller for the Property shall be Eight Hundred Thousand and No/100’s ($800,000.00) (the "Purchase Price"). The Purchase Price shall be payable as follows: (a) Purchaser shall deposit Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Initial Deposit”) in the form of a certified or cashier's check or wire transfer within twenty- four (24) hours after the Effective Date with Pappas Metcalf Jenks and Miller, P.A., whose address is 245 Riverside Avenue, Jacksonville, Florida 32202, attention G. Todd Cottrill, Esquire (the "Escrow Agent"). TRATIVE COMPLAINT. m XHIBIT. A : E 7 i ee {00112431.DOC.} Marina Basin ) (b) In the event that Purchaser decides to proceed with acquisition of the Property, then Purchaser shall deposit an additional Twenty-Five Thousand and No/100 Dollars ($25,000.00) in the form of certified or cashier's check or wire transfer with Escrow Agent on or before expiration of the feasibility period described in Section 2.2 (the "Additional Deposit"). The Initial Deposit and the Additional Deposit, if made, together with any interest eared on the deposits shall be referred to collectively as the "Escrow Deposit.” () At Closing, Purchaser shall deposit with the Escrow Agent the additional payment necessary to complete payment of the Purchase Price after closing costs, credits and adjustments. The additional payment shall be made in the form of a certified or cashier's check or by wire transfer. 13 Disposition of Deposits. At Closing the Escrow Deposit shall be credited in partial payment of the Purchase Price. Except as otherwise specifically required elsewhere in this Agreement, in the event that this Agreement terminates before Closing, the Escrow Agent shall promptly refund the Escrow Deposit to the Purchaser unless such termination results from a default by the Purchaser in performing its obligations under this Agreement in which event the Escrow Agent shall deliver the Escrow Deposit to the Seller. , - i. FEASIBILITY PERIOD AND CONTINGENCIES 2.1 Delivery of Existing Title, Survey and Other Property Information. Within ten (10) days after the Effective Date, Seller shall deliver to Purchaser: @ The most current title insurance policy or title insurance commitment applicable to the Property in the possession of Seller, together with copies of recorded instruments described or referred to in the policy or commitment. (ii) Copies of any boundary surveys, environmental audits, wetland jurisdictional determinations, soil test reports, endangered species surveys, engineering studies, or other similar written information about the physical condition of the Property in the possession of Seller. (ii) Copies of any existing governmental permits or approvals applicable to the Property. ; (iv) Copies of any contracts, commitments, leases or licenses applicable to the Property. COMPLAINT exHipit_Y_ PAG {00112431.DOC.} 2.2 Inspection and Feasibility Period. Purchaser shall have one hundred eighty (180) days from and after the Effective Date within which to evaluate the Property and the feasibility of Purchaser's consummation of the transaction contemplated in this Agreement (the "Feasibility Period"). During the Feasibility Period the Purchaser shall have the right to undertake all investigations that the Purchaser deems necessary to fully evaluate the Property including, specifically, the right to: (a) obtain an environmental audit of the Property and to contact or have its environmental consultants contact the Florida Department of Environmental Protection, the United States Environmental Protection Agency and any other similar governmental authority to determine whether the files and records of any such agency include records indicating that the © Property is or has been co ; (b) inspect the Property for evidence of hazardous or other toxic waste contamination or contamination by fuels, oils, or other similar substances; (c) _ obtain a wetland jurisdictional determination from its environmental consultants and to seek validation of the jurisdictional determination by the St. Johns River Water Management District and United States Army Corps of Engineers; . @ obtain soil tests; (e) survey the property for the presence of endangered or threatened species or species of special concern; and (f) meet with representatives of the appropriate local government and utility provider to determine the availability of adequate public facilities to meet the local government's concurrency requirements, to determine the availability and cost of utility service, to determine the comprehensive plan designation of the Property and the likelihood of success of a rezoning request. (g) Seller shall fully cooperate with the Purchaser in connection with Purchaser's inspection of the Property. (hb) _ engage in promotional and marketing activities for Purchaser’s Intended Use for the Property, including, but not limited to, taking reservations and contracts related to the Purchaser’s condominium project to be located on the Property. 2.3 Indemnity for Damages Caused by Inspection. Purchaser hereby indemnifies and holds Seller harmless from and against any and all claims, demands, losses, costs, damages, expenses or liabilities such as personal injury or Property damage claims, and mechanic's or other liens including reasonable attorneys’ fees caused by or incurred in connection with Purchaser's inspection of the Property except for claims arising as a result of misconduct or negligence of Seller. EXHIBIT_¥ PAGE {00112431.DOC.} if REED 2.4 Termination by Purchaser. Purchaser shall have the right at any time during the Feasibility Period, up to and including 5:00 p.m. Eastern Standard Time on the last day of the Feasibility Period, to terminate this Agreement for any reason which the Purchaser in its sole discretion deems appropriate, or for no reason. Upon delivery of written notice of termination to Seller or failure of Purchaser to make the Additional Deposit required in Section 1.2(b) above, prior to the expiration of the Feasibility Period, this Agreement shall be null and void and the parties shall have no further rights or obligations, except as set forth in this Section 2.4. 25 Contingency for Zoning and Concurrency. Purchaser's obligation to close this transaction shall be contingent upon final rezoning of the Property and receipt of all necessary governmental approvals and permits (including, but not limited to, a final determination of concurrency) (together, the “Required Approvals”) as necessary to allow the Property to be developed as a commercial marina containing at least (__) slips (“Purchaser’s Intended Use”). The Required Approvals shall not be deemed to be obtained until expiration of applicable appeal periods without appeal. Seller shall cooperate with the Purchaser in its efforts to obtain the Required Approvals and shall execute any required owner's authorizations to enable Purchaser to submit applications for the Required Approvals. : ‘Tf Purchaser is unable to obtain the required rezoning and concurrency determination one or before the Closing Date at 1:00pm Eastern Standard Time, Purchaser shall provide Seller written notice of its election to either, (i) terminate this Agreement and receive a full refund of the Escrow Deposit or (ii) waive the contingency for the Required Approvals and proceed to Closing. Failure to provide written notice of the election to Seller before such time shall be deemed to be a waiver of the contingency. 2.6 Marketing, Seller acknowledges that Purchaser may freely market and advertise the future development of Purchaser’s Intended Use. Additionally, Purchaser make take reservations and contracts for the marina slips and may file condominium documents with the Florida Department of Business and Professional Regulations, Division of Land Sales, Condominiums and Mobile Homes if Purchaser elects to develop a “dockominium” on the Property. i. TITLE AND SURVEY 3.1 ‘Title. (2) During the Feasibility Period, Purchaser shall obtain, at Seller’s expense, a commitment for an owner's title insurance policy from Chicago Title Insurance Company or other title company authorized to do business in Florida acceptable to Purchaser (the "Title Company") providing for the issuance to the Purchaser upon the recording of the deed provided for in this Agreement, an ALTA fee policy of title insurance (Form B) in the amount of the exHiBT zt — {0011243 1.DOC.} Purchase Price insuring the Purchaser's title to the Property (the "Title Commitment"), In the event that this Agreement terminates before closing for any reason other than default by the Seller, Purchaser shall pay the Title Company any search fee or other cancellation charge required under the terms of the Title Commitment. (b) _If the Title Commitment (or survey as provided below) contains exceptions other than the usual printed exceptions, utility easements which do not interfere with use of the Property, any mortgage or security interest to be assumed or taken "subject to” under Section 1.2 above, and ad valorem real estate taxes for 2005 and subsequent years or requirements other than the normal and customary requirements such as delivery and recordation of the deed from Seller and delivery of a Seller's affidavit, then the Purchaser may notify the Seller of Purchaser's objections to any such matters (the "Title Objections"). Any title matters existing as of the Effective Date and reflected in the Title Commitment or Survey not objected to by Purchaser _ during the Feasibility Period shall become "Permitted Exceptions.” (c) Purchaser may elect to make the Additional Deposit and to proceed with consummation of the purchase subject to removal of the Title Objections prior to Closing. In that event, Seller shall use due diligence to remove the Title Objections but shall not be required to prosecute lawsuits to do so. Seller shall have a period of thirty (30) days after receipt of . Purchaser's notice of Title Objections within which to remove the Title Objections and furnish to Purchaser and Title Company evidence satisfactory to the Title Company that the Title Objections have been removed or to notify Purchaser that the Seller is unable, after the exercise of due diligence, to remove the Title Objections. If, after the exercise of due diligence, Seller fails or is unable to remove the Title Objections, Purchaser shall have ten (10) days after the expiration of Seller's period for removing the Title Objections within which to elect, at Purchaser's sole option, among the following alternatives: : @) Accept title to the Property in its then existing condition with a diminution of the Purchase Price in the amount of any monetary liens or monetary encumbrances against the Property and if Purchaser so deducts the amount of such monetary lien or monetary encumbrance, Purchaser shall be deemed to have assumed and agreed to pay the amount thereof (provided, however, ~ that Purchaser shall not be entitled to a diminution in the Purchase Price for non-monetary exceptions or defects such as easements, encroachments and the like); or Gi) | Terminate this Agreement by written notice to Seller upon which the Escrow Deposit shall be refunded to Purchaser by Escrow Agent. If Purchaser elects to accept title notwithstanding Title Objections under subsection 3.1(0)@) above, then all matters shown on the Title Commitment and not removed prior to such acceptance shall become "Permitted Exceptions.” 3.2 Survey. gunn EXHIBIT PAGE_¥>___ {00112431.D0C } 5 . (a) Purchaser shall cause a surveyor (the “Surveyor”) to prepare, at Seller’s expense, and deliver to Seller and Purchaser a current or recertified survey of the Property (the “Survey”) on or before forty-five (45) days after the expiration of the Feasibility Period. The survey will conform to the Minimum Technical Standards for land surveying promulgated pursuant to Section 472.27, Florida Statutes, and will show and describe the exterior boundaries and corner markers or monuments of the Property, the size and location of all improvements and stractures upon the Property, any encroachments, easements, rights-of-way or other conditions to which the land is subject, and the legal description and area of the Property. (b) If the Survey, or any update thereto, shows any encroachment, hiatus, or other condition which could affect the marketability of title to the Property ot which could have a material effect upon the use and development of the Property, Purchaser shall have the right to object to such condition as a Title Objection pursuant to the provisions of Section 3.1(b) of this Agreement so long as such objection is delivered to Seller within the Feasibility Period. After approval of the Survey by Seller and Purchaser, the legal description of the Property for all purposes under this Agreement will be as set forth in the Survey. IV. CLOSING PROVISIONS 4.1 Closing Date. " "The consummation of the transaction contemplated by this Agreement (the "Closing") shall take place ninety (90) days after expiration of the Feasibility Period or at such earlier date as Purchaser may select upon fifteen (15) days written notice to Seller (the "Closing Date"). 42 Location of Closing. The Closing shall be held at the offices of Purchaser's attorneys, Pappas, Metcalf & Jenks, P.A., 245 Riverside Drive, Suite 400, Jacksonville, Florida, 32202, or at such other location as may be mutually agreeable. 4.3 Conditions to Purchaser’s Obligation to Close. The obligation of Purchaser under this Agreement to consummate the Closing is subject to the satisfaction or waiver, as of the Closing, of each of the following conditions (any of which may be waived in whole or in part in writing by Purchaser at or prior to the Closing): (a) Correctness _of R ions and Warranties. The representations and warranties of Seller set forth in this Agreement shall be true. (>) Compliance by Seller. Seller shall have performed, observed and complied with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Seller as of the Closing. 2 Ve GO SLAINS EXHIBIT. 4 {00112431.D0C} (c) Satisfaction or Waiver of Contingencies. The contingency in Section 2.5 shall have been satisfied or waived. (4) No Hazardous Waste or other Contamination. Neither Seller nor Purchaser shall have received notice or evidence of contamination of the Real Property with hazardous or toxic waste, fuel or oil or other pollutants or contaminants, or contain buried, semi-buried or otherwise placed tanks, storage vessels, drums or containers containing hazardous substances, fuel, or oil, nor shall the apartment units located within the Property contain asbestos or other similar hazardous materials, nor shall there exist on the Property any nuisance or other violation of state, local or federal laws or regulations. (e) No Exceptions to Title other than the Permitted Exceptions. The "Marked Down" title commitment required to be delivered under Section 4.10 shall insure good and marketable title in Purchaser subject only to the Permitted Exceptions. 44 Conditions to Seller's Obligation to Close. The obligation of Seller under this Agreement to consummate the Closing is subject to the satisfaction as of the closing of each of the following conditions: (a) Correctness _of Representations and Warranties. The representations and warranties of Purchaser as set forth in this Agreement shall be true. . (b) Compliance by Purchaser. Purchaser shall have performed, observed and complied with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Purchaser as of the Closing. 45 Seller's Obligations at Closing. At Closing Seller shall: (a) Execute, acknowledge and deliver to Purchaser a General Warranty Deed conveying the Property (and all appurtenances described in Section 1.1) to Purchaser subject only to the Permitted Exceptions (the "Deed"). The Deed shall be in recordable form with all required documentary stamps in the proper amount affixed. The legal description of the Property contained in such Deed shall be identical to the legal description of the Property contained in the Survey and Title Commitment. (b) Execute and deliver to Purchaser an assignment of all contracts, licenses, and other similar intangibles or rights pertaining to the Property. (c) _. Deliver to the Title Company evidence satisfactory to it of Seller's authority to execute and deliver the documents reasonably necessary to consummate this transaction. (d) _ Deliver to the Title Company and to the Purchaser an affidavit of possession and no liens satisfactory to the Title Company s so as to cause the Title / Company to remove the EXHIBIT. {00112431.DOC.} OTe mechanics’ lien and parties in possession standard exceptions from the Title Commitment (subject to exception for tenants holding under unrecorded leases). {e) Deliver to the Title Company all other documents required under the Title Commitment to permit the Title Company to issue its policy to the Purchaser subject only to the Permitted Exceptions. (63) Deliver to Purchaser a certificate that the Seller is. not a foreign person in accordance with Section 1445 of the Internal Revenue Code. (g) _ Deliver to Purchaser originals (if available) or copies Gf originals are not available) of all licenses and permits applicable to the Property and execute and deliver to Purchaser any application, transfer form or notification given to Seller by Purchaser necessary to effect the transfer to Purchaser of all applicable permits. (h) Execute and deliver to Purchaser and the closing attomey the closing statement and any other documents reasonably required by the closing attomey to consummate the transaction contemplated by this Agreement. 46 Purchasers Obligations at Closing. - {@) Subject to the terms of this Agreement, and contemporaneously with the performance by Seller of its obligations under this Agreement, Purchaser shall make any additional payment required under Section 1.2(c) and cause the closing attorney to deliver to Seller by wire transfer or other means acceptable to Seller, an amount equal to the Purchase Price after credits and prorations. Purchaser shall direct the Escrow Agent to pay the Escrow Deposit to Seller at Closing. (b) Purchaser shall execute and deliver to Seller and the closing attorney the closing statement and any other documents reasonably required by the closing attomey to consummate the transaction contemplated by this Agreement. 4.7 Closing Costs. (@) At Closing, Seller shall pay, or Purchaser shall receive a credit against the Purchase Price in the amount of: i. the cost of satisfying any liens or encumbrances against the Property and the costs of recording any corrective instruments. ii. the cost of recording the Deed; iii, _—_ the costs of documentary stamp tax required to be affixed to the Deed; EXHIBIT ya {00112431.D0C.} iv. the title insurance premium payable in connection with the issuance of the Title Policy; v. all costs incurred in connection with obtaining a recertified or new survey, if applicable; and vi. the cost of the Brokerage Commission described in Section 8.1 below, if any. (b) Purchaser shall pay, or Seller shall receive a credit in addition to the Purchase Price in the amount of: . 1. all costs associated with Purchaser's financing, if any; and ii. any other costs incurred in connection with Purchaser's inspection of the Property. (c) Each party shall pay any fees to its attorneys or other consultants. 4.8 Prorations. ” “Except as otherwise specifically set forth in this Agreement, ad valorem real estafe taxes shall be prorated between Seller and Purchaser as of the Closing Date. If the amount of ad valorem real estate taxes cannot be ascertained at Closing, the ad valorem real estate taxes shall be prorated based upon the amount of such taxes, with maximum discount allowed by law, for the previous year, and such ad valorem real estate taxes shall be reprorated and readjusted upon the request of either party after the tax bill for the year of closing is received. Special Assessment liens due and payable at the time of closing shall be paid by Seller and pending assessment liens shall be assumed by Purchaser. 4.9 Possession. Exclusive possession of the Property shall be delivered to Purchaser no later than the Closing Date. , , 4.10 Title Checkdown. Prior to disbursement of the proceeds of Closing the Title Company shall “mark down” the Title Commitment by indicating satisfaction of all requirements, deleting all but the Permitted Exceptions, and changing the effective date of the Title Commitment to the date and time of recording of the deed to the Purchaser. {00112431.DOC.} Vv. REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties of Seller. Seller represents and warrants to Purchaser as follows: (a) To the best of Seller’s knowledge, there is no pending condemnation, property dedication requirement, or similar proceeding affecting the Property. (b) To the best of Seller's knowledge, Seller has complied with all applicable laws, ordinances, regulations and restrictions affecting the Property and bas not been notified or advised of any violation of the same. If any notice is received prior to Closing, a copy of the notice will be promptly delivered to Purchaser. (c) There are no legal actions, suits or other legal or administrative proceedings — pending or, to Seller's knowledge, threatened which would adversely affect the Property or any portion of the Property. (d) _ Seller has not been notified that any part of the Property has ever been used for hazardous or toxic waste disposal, for disposal of fuel or oil or other similar material, for a landfill or a garbage or trash disposal site, that any part of the Property is or has. been contaminated with hazardous or toxic waste or fuel or oil or other similar material from any source whatsoever. If, at any time Prior to Closing, Seller is notified of any such occurrence or condition, then Purchaser shall have the right to terminate this Agreement and receive a full refund of the Escrow Deposit. (e€) This Agreement has been, and the documents, instruments and agreements required to be delivered by Seller pursuant to this Agreement sball be duly executed and delivered by Seller and constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms. Neither the execution, delivery or performance of this Agreement is prohibited by the terms of any agreement binding on Seller, or requires Seller or the individual executing this Agreement on behalf of Seller to obtain the consent, approval or authorization of or notice to or filing a registration with any person, public authority or any other entity. The Property is not homestead property. ; @ Seller has good and marketable title to the Property and, to the best of Seller's knowledge, title is subject to no lien, charge or encumbrance of any nature whatsoever except as disclosed to Purchaser. There are no tenants in possession of the Property. . 5.2 Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows: (a) This Agreement has been, and the documents, instruments and agreements required to be delivered by Purchaser pursuant to this Agreement, shall be duly executed and delivered by Purchaser and constitute legal, valid and binding obligations of Purchaser 4 te _ PAGE. ¢8 - OF {00112431.DOC.} enforceable in accordance with their respective terms. Neither the execution, delivery or performance of this Agreement, is prohibited by the terms of any agreement binding on Purchaser, or requires Purchaser to obtain the consent, approval or authorization of, or notice to or filing a registration with, any person, public authority or any other entity. (b) Any corporate or partnership entity to which Purchaser assigns this Agreement shall be, as of the date of such assignment and as of the date of Closing, duly organized, validly existing and in good standing under the laws of the State of Florida, its organization and shall have all requisite power and authority to own its properties and assets and to carry on its business. : VI. PROVISIONS WITH RESPECT TO BREACH OR DEFAULT - 6.1 Default by Seller. If the Seller fails to consummate the transaction contemplated in this Agreement for any reason, except Purchaser's default, or otherwise breaches its representations, warranties or covenants, Purchaser may pursue any remedy available to Purchaser at law or in equity, including, without limitation, (i) termination of this Agreement with refimd of the Escrow Deposit, or (ii) a suit for specific performance except that Purchaser may not seek monetary damages for Seller's failure to close and Purchaser hereby expressly waives the right to a suit for damages for Seller's failure to close. 6.2 Default by Purchaser. If the Purchaser fails to consummate the transaction contemplated in this Agreement for any reason, except Seller's default or otherwise breaches its representations, warranties, or covenants, Seller may, as its sole and exclusive remedy, terminate this Agreement and retain the Escrow Deposit as liquidated damages. 6.3 Attorneys’ Fees, Etc. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all reasonable costs, charges and expenses, including reasonable attorneys’ fees, incurred in connection with such litigation. VIL BROKERAGE COMMISSIONS Each party represents to the other that, except as specifically set forth below, no brokers or finders have been involved in this transaction and Seller and Purchaser agree to indemnify and hold each other harmless from any and all claims or demands by any party with respect to any brokerage fees, agents’ commissions or other compensation asserted by any such person, firm or corporation on behalf of Seller or Purchaser, respectively, in connection with the sale contemplated by this Agreement. {00112431.D0C.} VI. OTHER CONTRACTUAL PROVISIONS 8.1 Assignability. This Agreement shall inure to the benefit of and be binding upon and is intended solely for the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; and no third party shall have any rights, privileges or other beneficial interest in or under this Agreement. Notwithstanding the foregoing, however, Purchaser may assign and transfer its rights and obligations under this Agreement to any corporation, partnership or other entity owned or controlled by Purchaser or by John D. Rood or Mark T. Farrell (a "Permitted Assignee"). The term "controlled by” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the specified entity whether through ownership of voting securities, by contract or otherwise. 8.2 Survival. ; The representations and warranties set forth in this Agreement shall survive Closing. The responsibility of either party for any undertaking to be performed after Closing shall survive Closing. Nothing in this section shall be deemed to be a waiver of either party's right to bring an action for fraud. . 83 — Notices. Any notices to be given to either party in connection with this Agreement must be in writing and given by hand delivery, Federal Express (or equivalent service), certified mail, or facsimile transmission. Such notice shall be deemed to have been given and received three days after a certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States Mail, or if hand delivered, delivered by Federal Express or other equivalent service or by facsimile transmission, when actually received. Such notices shall be given to the parties at the following addresses. ; To Purchaser: Mark T. Farrell The Vestcor Companies, Inc. 3020 Hartley Road, Suite 300 Jacksonville, FL 32257 With a Copy to: G. Todd Cottrill Pappas, Metcalf, Jenks & Miller, P.A. 245 Riverside Drive, Suite 400 Jacksonville, FL 32202 {00112431.DOC.} 12 To Seller: Chris Prescott 4227 Pleasantville Rd., Suite #203 Duluth, GA 30096 With a Copy to: Either party may, at any time, by giving five (5) days written notice to the other party, designate any other address to which such notice shall be given and other parties to whom copies of all notices shall be sent. ; If the deadline or date of performance for any act under this Agreement falls on a Saturday, Sunday or legal holiday, the date shall be extended to the next business day. 8.4 Entire Agreement; Modification. " "This Agreement contains the entire agreement between the parties. All prior agreements, understandings, representations, and statements, oral or written, are merged into this Agreement. This Agreement carmot be modified, or terminated except by an instrument in writing signed by the party against which the enforcement is sought. 85 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. 8.6 Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 8.7 Counterparts. This Agreement may be executed in several counterparts, each constituting a duplicate original. All such counterparts shall constitute one and the same agreement. 8.8 Interpretation. Whenever the context of this Agreement shall so require, the singular shall include the plural, the male gender shall include the female gender and the neuter and vice versa. This EXHIBIT ¢ {00112431.D0C.} Agreement was drafted through the efforts of both parties and shall not be construed in favor of or against either party. 8.9 Severability. If any provision contained in this Agreement shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision. This Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. 8.10 Condemnation. All risk of condemnation prior to the Closing shall be on Seller. Immediately upon obtaining knowledge of any proceedings for the condemnation of the Property, or any portion of it (including negotiations in lieu of condemnation), Seller will notify Purchaser of the pendency of such proceedings. If, after the Effective Date of this Agreement and prior to the Closing, all or a part of the Property is subjected to a bona fide threat of condemnation (or sale in lieu of condemnation), Purchaser may, by written notice to Seller given five (5) days after notice, elect to cancel this Agreement prior to the Closing, in which event both parties shall be released from any further liability. In such event, the Escrow Deposit shall immediately be returned to Purchaser and this Agreement shall be null, void and cancelled. If no such election is made, this Agreement shall remain in full force and effect. The purchase contemplated, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon Closing, Seller shall assign all of the right and interest of Seller to any awards that have been or may be made for such taking to Purchaser. Seller shall not negotiate a settlement of the proceeding without the prior consent of Purchaser. 8.11 Risk of Loss. All risk of loss or damage to the Property until the Closing shall be borne by Seller, except for any damage for which Purchaser is responsible under Section 2.3(a). $12 Recording. Both parties agree that this Agreement shall not be recorded. 8.13 Waiver. Either party reserves the right to waive in whole or part any provision which is for such party's benefit. No such waiver shall be effective unless it is in writing. Any waiver shall be limited to the matter specified in the writing. No waiver shall be considered a waiver of any other or subsequent default and no delay or omission in exercising the rights and powers granted herein shall be construed as a waiver of such rights and powers. INEPUST EAT 4 sLa@oyy EXHIBIT. PAGES 2 {00112431.D0C.} ONES ss ee IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below. SELLER: Name Printed: Chris I. Prescott Date of Execution: PURCHASER: By: THE VESTCOR COMPANIES, INC., a Florida corporation By: Mark T. Farrell President Date of Execution: EXHIBIT__'y AGE__S 3 EER {00112431.DOC.} 16 EXHIBIT A LEGAL DESCRIPTION Basin nd © nm 4 PAGES (00112431.D0C.} , ue = WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING OF THE MEMBERS OF VCP-MAYPORT V, LLC eT The undersigned, constituting all of the members of VCP-MAYPORT V, LLC, 2 Florida limited liability company, hereby consent to the adoption of the following resolutions and the actions represented or authorized by such resolutions, in the capacity as stated above, all pursuant to the Florida Limited Liability Company Act without necessity of 2 formal meeting: 1. Orpania: izational Meeting. This Written Consent is executed in leu of the holding of an organizational meeting. 2. Filing of Articles of Organiz: ation. Mark T. Farrell, as authorized representative, executed the Articles of Organization of VCP-MAYPORT V, LLC, (the “Company”, and the same were electronically filed with the Secretary of State of the State of Florida. The following resolution a is hereby adopted: BE IT RESOLVED, that the Articles of Organization as filed on___ 2005, by the Secretary of State of the State of Florida be placed in the record book of the Company as the first item. . 3. Operating Agreement. The following resolutions hereby are adopted with respect to the Operating Agreement of this Company: BE IT RESOLVED, that the Operating Agreement presented to the Company be, and the same hereby is, adopted by the Members as the Operating Agreement of the Company in the form presented to the undersigned; and FURTHER RESOLVED, that the original Operating Agreement be placed in. the minute book of the Company immediately following the Company’s Articles of Organization. 4. Election of Manager. The following resolution is hereby adopted with respect to the election of the Manager of the Company: pose exuigit_t —_—— es PAGE__F $ WCORM34398.1 BE IT RESOLVED, that Vestcor, Inc. is hereby appointed as the initial Manager of the Company to serve until the appointment of its successor at the next annual meeting of the Members of the Company, or until its earlier removal, resignation, or dissolution. 5. Registered Agent Mark T. Farrell, designated as the registered agent for the Company at the time of the filing of its Articles of Organization, is hereby confirmed as registered agent with the following resobution: BE IT RESOLVED, that Mark T. Farrell be, and the same hereby is, confirmed as the registered agent for the Company to serve until the designation of his successor by the Members of the Company. 6. Registered Office. The address of 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257, designated as the registered office of the Company at the time of filing the Company's Articles of Organization, is hereby confirmed as the registered office with the following resolution: BE IT RESOLVED, that the address of 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257, be, and the same hereby is, designated as the registered office for the Company. 7. Tax Status. | The Members acknowledge that the Company will be taxed as a partnership for federal income tax purposes. 8. Depository. In view of the Company’s need for a depository for its funds, the following resolutions are hereby apptoved and adopted in their entirety: BE IT RESOLVED, that the Manager ("Authorized Offices") hereby is authorized, from time to time in the name of and on behalf of the Company to open, modify and maintain any account(s) with any bank and to enter into agreements with any bank with respect to any banking services for such periods, upon such terms and © with such signers, endorsers and security as the Authorized Officer from time to time holding office may deem advisable; and that any Authorized Officer or any employee designated by an Authorized Officer hereby is authorized in the name of and on behalf of the Company or any of its subsidiaries to make, collect, discount, negotiate, endorse, assign, transfer and deposit all checks, drafts, notes, other negotiable paper, or payments to be made upon and according to the check of the Company, to give written ot oral instructions to the bank with respect to such accounts, to execute and deliver any and all instruments necessary Or desired by the WCORM34398.1 bank to effect the foregoing and to take any and all such other actions necessary or advisable and appropriate in connection with bank accounts; and FURTHER RESOLVED, that if any bank requires that a prescribed form of resolution or resolutions be adopted by the Members, each such resolution hereby is adopted and ratified by this resolution, and that the Manager of the Company is hereby authorized to certify the adoption of all such resolutions as though such resolutions were now presented to be inserted into the minute book of the Company on pages next following these minutes. IN WITNESS WHEREOF, the undersigned have executed this Written Consent effective as of the____ day of July, 2005. John D. Rood, Mem ye— TW. Mark T. Farrell, Member Don Wolfson, Member 3 EXHIBIT_{ PAGE_S 7 \CORM434398.1 a THE MEMBERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE FEDERAL, STATE OR FOREIGN SECURITIES LAWS. IN ADDITION, TRANSFER OR OTHER DISPOSITION OF THE INTEREST IS RESTRICTED AS PROVIDED IN THIS AGREEMENT. OPERATING AGREEMENT OF VCP-MAYPORT V, LLC This Operating Agreement (this "Agreement"), of VCP-MAYPORT V, LLC (the "Company"), is made and entered into as of July , 2005 by and between the Company, JOHN D. ROOD, MARK T. FARRELL and DON WOLFSON (“Members”) and VESTCOR, INC., Manager of VCP- Mayport V, LLC (“Manager”). ARTICLE I DEFINITIONS 1.1 Definitions. In this Agreement, the following terms shall have the meanings set forth below: (a) "Adjusted Capital Account" means the Capital Account maintained for each Member as of the end of each Fiscal Year (i) increased by any amounts which such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(4)(5) and (ii) decreased by the items described in Treasury Regulations Sections 1.704- 1(b)(2)(ii)(2)(4), 1.704-1(6)(2)GI)(DGE), and 1.704-1(b)(2)(ii)(@)(6) and shall be interpreted consistently with such regulations or any superseding regulations thereto. . (b) "Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Adjusted Capital Account as of the end of the relevant Fiscal Year. (c) "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such Person and includes (a) any Person owning or controlling directly or indirectly fifty percent (50%) or more of the outstanding voting securities of "such Person, (b) an officer, general partner, director, manager or trustee of such Person, and (c) if such Person is an officer, general partner, director, manager or trustee, any Person for which such Person acts in any such capacity. (@) “Articles of Organization" mean the Articles of Organization of the Company filed or to be filed with the Florida Secretary of State, as they may from time to time be amended. (e) "Capital Account” as of any date means the Capital Contribution to the Company by a Member, adjusted as of such date pursuant to the terms of this Agreement. ; () "Capital Contribution" means the cash and the fair market value of property contributed by a Member to the Company (net of any liability that the Company assumes or to which such contributed property is subject). RATE COMPLAINT Sx uci pace 26 _ WCORM34409.1 (g) "Code" means the Internal Revenue Code of 1986, as amended, or any superseding federal revenue statute. , (b) "Company Minimum Gain" means an amount, with respect to each Partner Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704- 2(i)(3). (i) "Distribution" means any cash and other property distributed by the Company to the Member under Section 6.5 or Article IX of this Agreement. (j) "Fiscal Year" means the fiscal year of the Company. (k) "Florida Act” means the Florida Limited Liability Company Act. Q) "Major Management Decisions" means the following decisions which require the consent of the Members holding 60% of the Percentage Interests in the Company: (1) any merger or consolidation involving the Company in which the Company is not the surviving entity and the Members do not own at least 50% of the surviving entity; Q) any sale of all or substantially all the assets of the Company; QB) any liquidation and dissolution of the Company; and (4) any material amendments to the Articles of Organization or this Agreement. (m) "Manager" means any Person appointed to manage the business and affairs of the Company as provided in Article IV hereof. (2) "Member" means each Person who executes a counterpart of this Agreement as a Member and each Person who may hereafter become 2 party to this Agreement and be admitted as a Member of the Company. (0) "Net Losses” means the losses of the Company, if any, determined in accordance with generally accepted accounting principles. (p) “Net Profits” means the income of the Company, if any, determined in accordance with generally accepted accounting principles. (q) “Partner Nonrecourse Debt" has the meaning set forth in Treasury Regulations Section 1.704-2(b)(4). ; (x) “Partner Nonrecourse Deductions" has the meaning set forth in Treasury Regulations Section 1.704-2(/)(2), and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Fiscal Year shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(4)(2). WCORM34409.1 (s} "Percentage Interest" means the percentage ownership of the Company held by a Member as shown in Exhibit A. (t) "Person" means any natural person, corporation, governmental authority, limited liability company, partnership, trust, unincorporated association or other entity. (u) "Regulatory Allocation" means the allocations set forth in Section 6.3(a) through (e). (v) "Transfer" means any sale, assignment, gift, pledge or other disposition, whether voluntary or by operation of law, of a Member's interest in the Company. (w) "Treasury Regulations" means all proposed temporary and final regulations promulgated under the Code as from time to time in effect. (x) "Unrecovered Capital Contribution Amount" means, at any given time, an amount equal to the excess, if any, of the Capital Contributions made by a Member over all Distributions to that Member. ARTICLE If ORGANIZATION . 2.1 Formation. The Members hereby organize the Company as a Florida Limited Liability Company pursuant to the provisions of the Florida Act. 2.2 Principal Place of Business. The initial principal place of business within the State of Florida shall be 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257. The Company may establish any other places of business as the Members may from time to time deem advisable. 2.3 Registered Agent. The Company's registered agent shall be Mark T. Farrell, “having a registered office at 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257. . 2.4 Term. The term of the Company shall be perpetual from the date of filing of the Articles of Organization with the Florida Secretary of State, unless the Company is dissolved sooner pursuant to this Agreement or the Florida Act. 2.5 Purposes. The Company is formed for any lawful business purpose or purposes. 2.6 Effective Date. The Company is formed to be effective as of the filing of this Company's Articles of Organization. _ ARTICLE I. MEMBERS "3.1 Names and Addresses. The names and addresses of the Members are as set forth in Exhibit A to this Agreement. . 3.2 Additional Members. A Person may be admitted as a Member after the date of this Agreement, upon the consent of the Manager. 3.3 Books and Records. The Company shall keep books and records of accounts and minutes of all meetings of the Members. qi \\CORM34409.1 3.4 Limitation of Liability. Each Member's liability shall be limited as set forth in this Agreement, the Florida Act and other applicable law. A Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except that such Member shall remain personally liable for the payment of the Capital Contribution of such Member and as otherwise set forth in this Agreement, the Florida Act or other applicable law. 3.5 Liability of a Member to the Company. A Member who or which rightfully receives the retum of any portion of a Capital Contribution is liable to the Company only to the extent now or thereafter provided by the Florida Act. A Member who or which receives a Distribution made by the Company in violation of this Agreement shall be liable to the Company for the amount of such Distribution or as otherwise required by the Florida Act. 3.6 Members May Participate in Other Activities. The Members, either individually or with others, shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company. No Member, acting in the capacity of a Member, shall be obligated to offer to the Company any opportunity to participate in any such other business venture.. The Company shall not have the right to any income or profit derived from any such other business venture of the Members. ARTICLE IV MANAGEMENT 4.1 Management. Except for Major Management Decisions, the management of all of the affairs, business and property of the Company shall be vested in its Manager. The initial number of Managers of the Company shall be one (1), but the number of Managers may be changed by agreement of the Members holding a majority of the Percentage Interests. Each Manager shall hold office until.its death, dissolution, resignation or removal. The initial Manager shall be: Vestcor, Inc. 4.2 Binding Authority. Unless authorized to do so by this Agreement or in writing by the Manager, no Person other than the Manager and its officers or the officers of the Company shall have any power or authority to bind the Company. 4.3 Officers. (a) The Appointment of Officers. The Manager may appoint one or more officers to take part in the management of the Company, including but not limited to a President, Vice Presidents, a Secretary and a Treasurer as described in the following sections, and any other titles - with duties and responsibilities as the Manager may designate. Each officer, including an officer elected to fill a vacancy, shall hold office at the pleasure of the Manager until a successor is elected, except as otherwise provided by the Act. Any officer may be removed, with or without cause, at any time by the Manager. , ALINE \\CORM34409.1 {b) President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Manager, have general supervision, direction, and control of the business affairs of the Company. The President shall have all of the powers which are ordinarily inherent in the office of the President of a corporation, and shall have such further powers and shall perform such further duties as may be prescribed from time to time by the Manager. The ~ President shall have authority to suspend or to remove any employee, agent or appointed officer of the Company and to suspend for cause any officer of the Company elected by the Manager and, in the case of the suspension for cause of any such elected officer, to recommend to the Manager what further action should be taken. The President shall have general authority to execute bonds, deeds, contracts and other documents in the name and on behalf of the Company and shall make reports to the Manager. (c) Vice Presidents. In the absence or disability or refusal to act of the President, the- Vice Presidents in order of their rank as fixed by the President, or, if not ranked, the Vice President designated by the President, shall perform all of the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the President or by this Agreement or by the Manager. (d) Secretary. The Secretary shall keep or cause to be kept at the principal executive office of the Company, or such other place as the President may order, a book of minutes of all procéedings of the Members, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present and the number of votes present or represented at Member meetings. The Secretary or an Assistant Secretary or, if they are absent or unable or refuse to act, any other officer of the Company shall give or cause to be given notice of all the Member meetings required by the Agreement or by law to be given, "shall keep the seal of the Company, if any, in safe custody, and shall have such other powers and perform such other duties as may be prescribed from time to time by the President, this Agreement or the Manager. (e) Treasurer. The Treasurer shall be the chief financial officer of the Company and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Company. The Treasurer shall receive and deposit all monies and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the same only in such manner as the President or the Manager may from time to time determine, shall render to the President or the Manager, whenever requested, an account of all his or her transactions as Treasurer and of the financial condition of the Company, and shall perform such further duties as may be prescribed from time to time by the President, this Agreement or the Manager. : 4.4 Liability for Certain Acts. The Manager and officers shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care as an ordinarily prudent Person in a similar position would use under similar circumstances. Each Manager and officer who so performs such duties shall not have any liability by reason of being or having been a Manager or officer of the Company. Neither the Manager nor any officer shall be liable to the Company or any Manager for any loss or damage sustained by the Company or any Manager, unless the loss or damage shall have been the result of the gross negligence or willful misconduct of any such Person. Without limiting the generality of the preceding sentence, no Manager nor any officer in any way A . ~ EXHIBIT_ exer ob paGE__O7 CORM34409.1 guarantees the return of any Capital Contribution to a Member or the receipt of any Net Profits Distribution or other amount by the Members from the operations of the Company. 4.5 No Exclusive Duty to Company. The Manager and officers shall not be required to manage the Company as their sole and exclusive function and they may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right pursuant to this Agreement to share or participate in such other business interests or activities or to the income or proceeds derived therefrom. No Manager, officer nor any Member shall incur any liability to the Company or any other Member as a result of engaging in any other business interests or activities in addition to those relating to the Company. 4.6 Indemnification. The Company shall indemnify and hold harmless the Manager, officers and Members from and against all claims and demands to the maximum extent permitted under the Florida Act. 4.7 Resignation and Removal. Any Manager may resign at any time by giving written notice to the Company. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member. Any Manager may be removed or replaced with or without cause by the vote or written consent of the Members holding a majority of the Percentage Interests. The removal of 2 Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of such Member. 4.8 Vacancies. Any vacancy occurring for any reason in the number of Managers may be filled by the vote or written consent of at least a majority of the remaining Managers then in office; provided, however, that if there are no remaining Managers, each vacancy shall be filled by the vote or written consent of the Members holding a majority of the Percentage Interests. A Manager elected to fill a vacancy shall be elected for the unexpired term of the Manager's predecessor in office and-shall hold office until the Manager's successor has been elected and qualified. A Manager chosen to fill a position resulting from an increase in the number of Members shall hold office until the next annual meeting of Members and until a successor has been elected and qualified. ARTICLE V ~ CAPITAL CONTRIBUTIONS 5.1 Capital Contributions. Each Member shall contribute the amount set forth in Exhibit A to this Agreement as the Capital Contribution to be made by such Member. 5.2 Additional Contributions. Upon the determination of the Manager, the Members shall contribute such additional capital to the Company as shall be required from time to time to meet the obligations of the Company not otherwise funded by operations of the Company. Such additional Capital Contributions shall be made by the Members within thirty (30) days written notice from the Manager pro- rata based on their Percentage Interest. Failure of a Member to pay its portion of the additional Capital Contribution shall subject such Member to the sanctions described in Section 5.9 of this Agreement.. ; 5.3 Capital Accounts. Each Member shall have a Capital Account which shall be maintained in accordance with the rules set forth in Treasury Regulations Section 1.704(b)(2)(iv) which generally require that each Member's Capital Account shall be increased by the value of each Capital Contribution made by the Member, allocations to such Member of the Net Profits and any other allocations to such Member pursuant to the Code. Each Member's Capital Account will be decreased by the value of each serEXHIBIT_T _____PAGE__@3 63 _ WCORM34409.1 Distribution made to the Member by the Company, allocations to such Member of Net Losses and other allocations to such Member pursuant to the Code. 5.4 Transfers. Upon a Transfer of a Member's Percentage Interest in the Company in accordance with Article VII, the Capital Account of the Member transferring his or her Percentage Interests shall become the Capital Account of the Person to whom such Percentage Interest is sold or transferred in accordance with Treasury Regulation Section 1.704-1 (b)(2){iv). 5.5 Modifications. The manner in which Capital Accounts are to be maintained pursuant to this Section is intended to comply with the requirements of Section 704(b) of the Code. If in the opinion of the Managers the manner in which Capital Accounts are to be maintained pursuant to this Agreement should be modified to comply with Section 704(b) of the Code, then the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shal] not materially alter the economic agreement between or among the Members. 5.6 Deficit Capital Account. Except as otherwise required in the Florida Act or this Agreement, no Member shall have any liability to restore all or any portion of a deficit balance in a Capital Account. 5.7 Withdrawal From Capital Accounts. Prior to the dissolution and liquidation of the Company, no Member shall be entitled to withdraw any part of its Capital Contribution or Capital Account, to receive interest on the Capital Contribution or to receive any Distribution from the Company except as provided in this Agreement. 5.8 Loan and Advance by any Member. Any Member may make a loan or loans or otherwise advance money to the Company and any such loan or advance shall not be considered an increase in or contribution to the Capital Account of the lending Member or entitle such lending Memaber to any increase in its share of the Distributions or allocations of Net Profits of the Company. The interest rate on any such Joan or advance shall be at the prime rate per annum (as published by the national bank which the Manager considers its primary bank) plus two percent (2%) unless otherwise approved by the Manager. The amount of any such loan or advance shall be deemed an obligation and indebtedness of the Company to such lending Member payable in accordance with the terms of such loan. The foregoing shall not prevent a Member from making additional Capital Contributions to the Company and thereby increasing such Member's Capital Account and share in Distributions and allocations under this Agreement. 5.9 Default and Remedies. (a). It shall be an Event of Default if any Member fails to make, when due, any additional Capital Contribution required hereunder. Any Member who commits an Event of Default that is continuing is referred to herein as a "Defaulting Member" and any Member who has not committed a continuing Event of Default is referred to herein as a "Non-Defaulting Member". The Membership shall continue in being and shall not be terminated solely because of the occurrence of an Event of Default. (b) A Non-Defaulting Member shall have the right, but not the duty, during the continuance of an Event of Default, to advance to the Company the amount due from the Defaulting Member as a result of an Event of Default. Any amount so advanced by the Non-Defaulting Member may be treated as a loan by the Non-Defaulting Member to the Defaulting Member, and arly amount due from the Defaulting Member not so advanced shall be treated as a loan by the Company to the Defaulting Member. Any such loan shall be payable on demand, and shal] bear interest at the rate of Prime Rate per - EXHIBIT_ 1 — PAGE \CORM34409.1 QO “FY annum plus two percent (2%) from the date the advance is made or the sum became owing, as appropriate, until repaid. The Non-Defaulting Member and the Company shall be entitled to recover, m addition to principal and interest, all costs including, without limitation, reasonable attorneys’ fees (including fees upon appeal) incurred in enforcing their rights under this Section 5.9, including, without limitation, their rights to be paid by the Defaulting Member. The amount of the Defaulting Member's obligation to the Non-Defaulting Member and the Company, including without limitation interest and costs, is referred to herein as the "Default Amount.” (c) Jn the event of an advance treated as a loan, the Non-Defaulting Member, or the Company, or both, whichever the casé may be, shal] have and are hereby granted a security interest in the Percentage Interest of the Defaulting Member in the Company to secure payment of the Default Amount and shall have all rights with respect thereto granted to a secured party under the Uniform Commercial Code as enacted in the State of Florida. This Agreement shall serve as a financing statement pursuant to the Uniform Commercial Code as enacted in the State of Florida. Additionally, the Defaulting Member shall execute such documents, including without limitation UCC-1's, as the Non-Defaulting Member or the Company, or both, shall reasonably require in order to further evidence and perfect any security interest arising hereunder. Nothing contained in this Article 5 shall in any way be construed to in any way limit the rights or remedies available to the Non-Defaulting Member, the Company, or both, whichever the case may be, in collecting the default amount from the Defaulting Member or in recovering damages from the Defaulting Member for breach of its obligation under this Agreement, it being the intention of the parties hereto that the Non-Defaulting Member and the Company shall have all remedies available at law or in equity in collecting such Default Amount, recovering damages and taking other action against the Defaulting Member. @ The Defaulting Member shall execute such deeds, easements, affidavits, leases, - contracts, assignments and other documents as the Non-Defaulting Member(s) shall direct in order to carry out the business of the Company or the rights of the Non-Defaulting Member(s) under this Agreement, including without limitation this Section 5.9. In addition to all other remedies available to a Non-Defaulting Member under this Section 5.9, the obligations of the Defaultmg Member shall be enforceable by specific performance. (©) Notwithstanding anything to the contrary contained in this Agreement, in the event of an advance treated as a loan, no cash or other property otherwise payable to the Defaultmg Member pursuant to this Agreement shall be paid until the Default Amount has been satisfied. No Transfer of any Interest in the Company or the Company's assets by the Defaulting Member will be effective unless all consideration received for such Interest is paid over and applied against the Default Amount. @® All actions taken by the Members shall be deemed to have been taken unanimously if taken by all Non-Defaulting Members at the time. (2) The sanctions described in this Section 5.9 shall apply separately to each Event of Default. . ; . . ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS 6.1 Net Profits. Except as provided in Section 6.3 of this Agreement, the Net Profits of the Company for each Fiscal Year shall be allocated to the Members to the Members in proportion to their Percentage Interests. EXHIBIT. f ne one eres WCORM434409.1 6.2 Net Losses. Except as provided in Section 6.3 of this Agreement, the Net Losses of the Company for each Fiscal Year shall be allocated to the Members in proportion to their Percentage Interests. Notwithstanding the foregoing, Net Losses shall not be allocated to any Member pursuant to this Section 6.2 to the extent that such allocation would cause such Member to have an deficit balance in its Capital Account at the end of such Fiscal Year (or increase any existing Capital Account deficit). In the event that some but not all of the Members would have Capital Account deficits as a consequence of an allocation of Net Losses pursuant to this Section 6.2, the limitation set forth in the preceding sentence shall be applied on a Member by Member basis and Net Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such Members' Capital Accounts so as to allocate the maximum permissible Net Losses to each Member under Treasury Regulation Section 1.704-1(b)(2)(ii)(d). 6.3 Special Rules. (a) Minimum Gain Chargeback. Notwithstanding any other provisions of this Article VI, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member's share of the net decease in Company Minimum Gain, as determined under Treasury Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amount required to be allocated to each Member pursuant to this Section 6.3(a). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f)(6). This Section 6.3(a) is intended to comply with the minimum gain chargeback requirements 'in Treasury Regulations Section 1.704-2(f) and for purposes of this Section 6.3(a) only, each Member's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of this Agreement with respect to such Fiscal Year and without regard to any decrease in Company Minimum Gain during such Fiscal Year. . (6) Company Minimum Gain Chargeback. Notwithstanding any other provision of this Article VI (except Section 6.3(a)), if there is a net decrease in Company Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Company Minimum Gam attributable to such Parmer Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) ‘in an amount equal to such Member's share of the net decrease in Company Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to this Section 6.3(b). The items to be so allocated shall be determined in accordance with Treasury Regulations Section _.1.704-2()(4). This Section 6.3(b) is intended to comply with the minimum gain chargeback requirement in such Treasury Regulations Section and shall be interpreted consistently therewith. Solely for purposes of this Section 6.3(b), each Member's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of this Agreement with respect to such Fiscal Year, other than allocations pursuant to Section 6.3(a) of this Agreement. (c) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(i)(d)(4), 1.704- 1(b)(2)(4i)(4\(5), or 1.704(1)(b)(2)Gi)(D(O), and after giving effect to the allocations required in Section 6.3(a) and Section 6.3(b) of this Agreement, such Member has an Adjusted Capital Account Deficit, items of Company income and gain shall be specially allocated to such Member im an amount and manner “eeu a _. PAGEn. CF PAGE Pa naan \CORM34409.1 sufficient to eliminate, to the extent required by the Treasury Regulations, such Member's Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. (d) Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their relative Capital Accounts. (e) Parmer Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Parmer Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(2). (f) Regulatory Allocations. The Regulatory Allocations are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Article VI. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Manager shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 6.1 and 6.2. In exercising its discretion under this Section, the Manager shall take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. 6.4 General Provisions. Whenever a proportionate part of Net Profit or Net Loss is credited or charged to a Member's Capital Account, every item of income, gain, loss, deduction or credit entering into the computation of such Net Profit or Loss or applicable to the period during which such Net Profit or Net Loss is realized, shall be considered credited or charged, as the case may be, to such account in the same proportion. As between a Member and its transferee, unless otherwise agreed by them or with respect to the Members upon the admission of the Members, Net Profits and Net Losses for any Fiscal Year (or portion thereof as the case may be) shall be determined by an interim closing of the Company's books and records, as if the Fiscal Year had closed on the day prior to the date of transfer or admission, as the case may be, and the Members who have been admitted shall be allocated Net Profits and Losses with respect to the period commencing with the day of Transfer or admission. 6.5 Distributions. The Manager may from time to time, in its discretion, make Distributions to the Members. Except as otherwise set forth in Article IX, Distributions shall be made to the Members in pro rata in accordance with their Percentage Interests. ; 6.6 Offset. The Company may offset all amounts owing to the Company by a Member against © any Distribution to be made to such Member. 6.7 Limitation Upon Distributions. No Distribution shall be declared and paid unless, after such Distribution is made, the assets of the Company are in excess of all liabilities of the Company. 6.8 Distribution of Assets in Kind. If any assets of the Company are distributed in kind, such assets shall be distributed to Members entitled to such assets as tenants in common in the same proportions in which such Members would have been entitled to cash distributions if there were a sale of such assets. “ EXHIB = AGE (7 Sip \CORM34409.1 ARTICLE VIL TAXES 7.1 Tax Retums. The Manager shall cause to be prepared and filed all necessary federal and state income tax returns for the Company. Each Member shall furnish to the Manager all pertinent information in its possession relating to Company operations that is necessary to enable the Company's income tax returns to be prepared and filed. 7.2, Tax Matters Member. The Company has designated the Manager to serve as the Tax Matters Partner for the Company. The Manager has agreed to act as a liaison between the Company and the Internal Revenue Service in connection with all administrative and judicial proceedings involving tax controversies of the Company and has agreed to assume all the rights and duties of a Tax Matters Partner as set forth in the Code and the Treasury Regulations. 7.3 Tax Elections. The Manager may make the following elections on the appropriate tax returns: (a) To adopt the calendar year as the Fiscal Year or such other fiscal year as deemed appropriate and in the best interest of the Members; ‘ (b) To adopt such method of accounting as deemed to be appropriate and keep the Company's books and records in accordance with such accounting method; (c) If a Distribution as described in Section 734 of the Code occurs or if a transfer of a Percentage Interest described in Section 743 of the Code occurs, upon the written request of any Member, to elect to adjust the basis of the property of the Company pursuant to Section 754 of the Code; (d) To elect to amortize the organizational expenses of the Company and the start-up expenditures of the Company under Section 195 of the Code ratably over a period of sixty (60) months as permitted by Section 709(b) of the Code; and (e) Any other election that the Manager may deem appropriate and in the best interests of the Members. Neither the Company nor any Member may make an election for the Company to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar provisions of applicable state law, and no provisions of this Agreement shall be interpreted to authorize any such election. ARTICLE VOI TRANSFERABILITY 8.1 Transfer of Interests of a Member. (a) Except as otherwise provided in Sections 8.2 and 8.3, a Member or the transferee of a Member may Transfer all or part of its interest in the Company if the following conditions are met: (i) the transferee executes an instrument reasonably satisfactory to the Manager accepting and adopting the provisions and agreements set forth herein; (ii) (a) the Transfer is intended by the Member (or any trustee or beneficiary of a Member that is a trust) for estate planning purposes and such Transfer is to any Affiliate of a Member (or the beneficiaries of any Member that is a trust) or any immediate family member(s) of the Member (or the beneficiaries of any Member that is a trust) or a trust established for the ADMINISTRATIVE Coss Gi a al EMMIQrP wd ““BAGE__@8 \CORM34409.1 ‘ ————_. ~ errr “benefit of the Member or his or her immediate family members or (b) the Manager consents to such Transfer; and (iii) if requested by the Manager, the transferor Member obtains a legal opinion acceptable to counsel for the Company that (1) such Transfer would not result in the close of the Fiscal Year with respect to all Members, the termination of the Company for federal or state income tax purposes or cause the Company to be taxed as a corporation for federal income tax purposes and (2) that such Transfer would be in conformity with the Securities Act of 1933, as amended, or the applicable securities laws of any other jurisdiction. Such transferee shall not have the right to become a substituted Member unless (i) the Manager consents to such substitution, which consent may be given or withheld in the Manager's sole discretion, (ii) the Manager obtains the written consent of any other party whose consent to such Transfer. is required, and (iii) such transferee executes an instrument reasonably satisfactory to the Manager accepting and adopting the terms and provisions of this Agreement and pays any reasonable expenses in connection with its admission as a substitute Member. Upon admission as a substitute Member, the transferee, to the extent of the Percentage Interest transferred, shall have all voting and other rights and powers held by the former Member transferring such interest in the Company. (b) As evidence of the limitations on Transfer discussed above, a legend shall be placed on each certificate or other document evidencing an interest in the Company stating that such interest has not been registered under the Securities Act of 1933 and cross-referencing the limitations on resale contained in this Section 8.1. In addition, the Company shall make an appropriate notation in the records of the Company regarding the prohibition of Transfer of interests in violation of this Section. Moreover, any new certificates issued upon Transfers of such interests in the Company shall bear a similar legend and be subject to a similar notation. Whether a proposed transferee or pledgee of any interests is a bona fide resident of the State of Florida shall be determined in the sole and absolute discretion of the Manager and the Manager may conclusively rely on the opinion of its counsel. (c) Any Transfer of Interests made or attempted to be made in contravention of the restrictions of this Section 8.1 is void. ; oa 8.2 Death of a Member. The death, dissolution, bankruptcy or insolvency of a Member shall not dissolve or terminate the Company. In the event of the death of a Member, except as hereinafter provided in this Section 8.2, the executor or administrator of such Member's estate shall succeed to his interests in the Company and shall be liable for all the liabilities and obligations of the deceased Member under this Agreement, but shall have the right to become a substituted Member only in accordance with the provisions of Section 8.1. Any Transfer by such executor or administrator of any part of the Interest of a deceased Member shall be governed by Sections 8.1 and 8.3. For the purpose of settling the estate of the deceased Member, the executor or administrator shall have only such rights of a Member as are necessary for such purpose. . 8.3 Effectiveness of Transfer. (a) The Transfer by a Member or a transferee of a Member, with the consent of the Manager, of all or part of its interest in the Company shall become effective on the first day of the month following receipt by the Manager of evidence of such Transfer in form and substance reasonably satisfactory to the Manager and a Transfer fee sufficient to cover all reasonable expenses of the Company connected with such Transfer and provided that the Manager has consented to such Transfer is required under Section 8.1; and provided further that the Manager may, in its sole discretion, establish an earlier effective date for the Transfer if requested to do so by the transferor or transferee. ; (b) No Transfer of any interests in the Company or any part thereof which is in violation of this Article shall be valid or effective, and the Company shall not recognize the same for the purposes of " 2 EXHIBIT PAGE__@ a st WCORM434409.1 ~ PAGE crm se oneentmcenrn allocating Net Profits and Net Losses or making Distributions in accordance with Article VL The Company may enforce the provisions of this Article either directly or indirectly or through its agents by ler on its books or otherwise refusing to register or transfer or entering an appropriate stop transfer ordi permit the registration or transfer on its books of any proposed Transfers not in accordance with this Article VIL (c) The Company shall, from such time as the Percentage Interests in the Company are registered in the name of the transferee on the Company's books in accordance with the above provisions, pay to the transferee all further Distributions or allocate to the transferee's Capital Account Net Profits and Net. _. Losses-on account of the interests in the Company transferred. Until the Transfer is registered on the Company's books, the Manager may proceed as if no Transfer has occurred. Unless the transferee _ becomes a substitute Member in accordance with Section 8.1(a), the transferee shall only be entitled to _ receive Distributions and allocations to which the transferor was entitled. A Person shall cease to be a Member upon registration of a Transfer of such Member's interest in the Company on the Company's books. ARTICLE IX DISSOLUTION 9.1 Dissolution, The Company shall be dissolved and its affairs shall be wound up pursuant to the Florida Act upon the first to occur of the following: (a) The vote of the Members holding 60% or more of the Percentage Interests; (b) The entry of a decree of judicial dissolution; or (c) Any event which causes dissolution of the Company under the Florida Act. 9.2 Articles of Dissolution. Within ninety (90) days following the dissolution and the commencement of winding up of the Company, articles of dissolution shall be filed with the Florida Secretary of State pursuant to the Florida Act. : 9.3 Deficit Capital Account. Upon a liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(i)(g), if any Member has a deficit in its Capital Account (after giving effect to all Capital Contributions, Distributions, allocations and other adjustments for all Fiscal Years, inchading the Fiscal Year in which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of any Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose. 9.4 Winding-Up and Liquidation. As soon as practicable after any event of dissolution, the Manager shall proceed to wind up and liquidate the Company as follows: (a) proceed to collect its assets; (b) pay, satisfy, or discharge its liabilities and obligations or make reasonable provisions for the payment or discharge thereof; and (c) convey and dispose of such of its assets as are not to be distributed in kind to the exuipit_f PAGE ZO _ Members; \WCORM34409.1 (d) distribute any assets of the Company determined to be distributed in kind; and (e) do all other acts required to liquidate the Company's business and affairs in accordance with the Act. 9.5 Distributions to the Members Upon Dissolution. After paying or discharging all its obligations or making adequate provisions for payment or discharge thereof, the remaining assets shall be ’ distributed to the Members in proportion to their Percentage Interests. 9.6 Nonrecourse to Other Members. Except as provided by applicable law, or as expressly provided in this Agreement, upon dissolution, each Member shall receive a return of his, her or its Capital Contribution solely from the assets of the Company. If the assets of the Company remaining after the payment or discharge of the debts and Habilities of the Company is insufficient to return any Capital Contribution of any Member, such Member shall have no recourse against any other Member. 9.7 Termination. Upon completion of the dissolution, winding up, liquidation and distribution of the assets of the Company, the Company shall be deemed terminated. ARTICLE X GENERAL PROVISIONS 10.1 Amendments. This Agreement contains the entire agreement among the Members and supersedes and replaces all previous agreements whether oral or written. This Agreement may be amended or altered only by a written agreement signed by the Members. 10.2 Construction. Whenever the singular number is used in this Agreement. and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. 10.3. Headings. The headings in this Agreement are for convenience only and shall not be used to interpret or construe any provision of this Agreement. : . 10.4 Waiver. No failure of a Member or the Manager to exercise, and no delay by a Member or the Manager in exercising, any Tight or remedy under this Agreement shall constitute a waiver of such. right or remedy. No waiver by a Member or the Manager of any such right or remedy under this Agreement shall be effective unless made in a writing duly executed by that Member or the Manager and specifically referring to each such right or remedy being waived. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. Each and every clause of this Agreement shall be severable from each other. In the event that any particular clause herein shall be held invalid and null and void in any judicial proceeding, such finding shall no effect on the remaining clauses and the invalid provisions shall be modified and interpreted as necessary and reasonable to most closely approximate the parties’ intent as evidenced by this Agreement as a whole. 10.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of all Members and each of the successors and permitted assigns and transferees of the Members. ve com EXHIBIT BY at _____ PAGE__"Z/ OF WCORM34409.1 10.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 10.8 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to its conflict or choice of law rules. IN WITNESS WHEREOF, the individuals and duly authorized representatives signing this Agreement below conclusively evidence their agreement to the terms and conditions of this Agreement by so signing this Agreement as of the date first set forth herein, effective July___, 2005. COMPANY: VCP-MAYPORT V, LLC BY: VESTCOR, INC., its Manager By: Pat P-—— Mark T. Farrell, President MEMB: JOHN D. ROOD _DON WOLFSON MANAGER: VESTCOR, INC., a Florida corporation py. P24 ( J Mark T. Farrell, President EXHIBIT. a WCORM434409.1 EXHIBIT "A" CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTERESTS Name Jobn D. Rood 3020 Hartley Road, Suite 300 Jacksonville, Florida 32257 Mark T. Farrell 3020 Hartley Road, Suite 300 Jacksonville, Florida 32257 Don Wolfson : 10151 Deerwood Park Blvd. Building 200, Suite 250 Jacksonville, FL 32256 \\COR\434409.1 Contribution s__(0 35 s_ 5 Percentage’ Interest 60% 35% 5% exit ‘NE paGe_73 MPLA! AGREEMENT FOR SALE AND PURCHASE OF PROPERTY : THIS AGREEMENT FOR SALE AND PURCHASE OF PROPERTY (the “Agreement”) by and between CHEVOS LIMITED PARTNERSHIP, a Utah limited partnership {the "Seller”) and THE VESTCOR COMPANIES, INC., a Florida corporation, or its assignee (the “Purchaser") is entered into and effective on the date it is signed by the last party to sign (the "Effective Date”). IN CONSIDERATION of the mutual covenants of the parties set forth in this instrument and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: I, AGREEMENT TO SELL: PURCHASE PRICE 11 Agreement to Sell and Convey. Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase from Seller, subject to the terms and conditions set forth below: {a) The tract of land located on Ocean Street in Duval County, Florida, the tax parcel identification numbers of which are 168966-0000 and 169098-0000, and more particularly described on the attached Exhibit A (the “Land”), together with all existing buildings and improvements located on the Land and all rights pertaining to the Land including but not limited to subsurface rights, any right, title and interest of Seller to adjacent streets, roads, alleys, or rights-of-way, any riparian rights of Seller and any easements, express or implied, benefiting the Land. (b) All intangible personal property pertaining to the Land owned by Seller including, but not limited to, all contract rights, licenses, permits, deposits, utility service or capacity agreements or reservations, sign easements or licenses, and other similar intangibles. (c) Purchaser acknowledges that all tangible personal property located on the Property is owned by H. Dewayne Williams (“Tenant”), the Tenant of the Property as described im Section 2.6 below. Accordingly, Purchaser acknowledges that it is not entitled to any tangible personal property located on the Property. Uniess the context clearly requires otherwise, the property described in Sections 1.1(a) and 1,1(b) shall be referred to collectively as the "Property." 1.2 Purchase Price and Escrow Deposit. The total purchase price to be paid by Purchaser to Seller for the Property shall be Three Million Five Hundred Thousand and No/100’s ($3,500,000.00) (the “Purchase Price"). The Purchase Price shall be payable as follows: (a) Purchaser shall deposit Fifty Thousand and No/100 Dollars ($50,000.00) (the "Escrow Deposit") in the form of a certified or cashier's check or wire transfer within twenty- {001 13529.DOC.7} four (24) hours after the Effective Date with Sunshine Title whose address is 7999 Philips Hwy, Suite 303; Jacksonville, FL 32256, attention Joseph Danese III (the "Escrow Agent"). (b) At Closing, Purchaser shall deposit with the Escrow Agent the additional payment necessary to complete payment of the Purchase Price after closing costs, credits and adjustments as provided in this Agreement. The additional payment shall be made in the form of a wire transfer. 1.3 Disposition of Deposits. At Closing the Escrow Deposit shall be credited in partial payment of the Purchase Price. Except as otherwise specifically required elsewhere in this Agreement, in the event that this Agreement terminates before Closing, the Escrow Agent shall promptly refund the Escrow Deposit to the Purchaser unless such termination results from a default by the Purchaser in performing its obligations under this Agreement in which event the Escrow Agent shall deliver the Escrow Deposit to the Seller. Upon expiration or Seller’s waiver of the Feasibility Period and Purchaser’s election to proceed to Closing, the Escrow Deposit shall become non-refundable to Purchaser for any reason other than Seller’s default or as specifically provided in this Agreement and shall be released to Seller. IL FEASIBILITY PERIOD AND CONTINGENCIES 2.1 Delivery of Existing Title, Survey and Other Property Information. Within ten (10) days after the Effective Date, Seller shall deliver to Purchaser: (i) The most current title insurance policy or title insurance commitment applicable to the Property in the possession of Seller, together with copies of recorded instraments described or referred to in the policy or commitment. Gi) Copies of any boundary surveys, environmental audits, wetland jurisdictional determinations, soil test reports, endangered species surveys, engineering studies, or other similar written information about the physical condition of the Property in the possession of Seller. Gii) Copies of any existing governmental permits or approvals applicable to the Property, in the possession of Seiler. (iv) Copies of any contracts, commitments, leases or licenses applicable to the Property, in the possession of Seller. 2.2 Inspection and Feasibility Period. Purchaser shall have one hundred twenty (120) days from and after the Effective Date within which to evaluate the Property and the feasibility of Purchaser's consummation of the transaction contemplated in this Agreement (the "Feasibility Period"). During the Feasibility Period the Purchaser shal! have the right, at its own cost and expense, to undertake all {00113529.D0C-7} investigations that the Purchaser deems necessary to fully evaluate the Property including, specifically, the right to: (a) obtain an environmental audit of the Property and to contact or have its environmental consultants contact the Florida Department of Environmental Protection, the United States Environmental Protection Agency and any other similar governmental authority to determine whether the files and records of any such agency include records indicating that the Property is or has been contaminated; (>) _ inspect the Property for evidence of hazardous or other toxic waste contamination or contamination by fuels, oils, or other similar substances; {c) obtain a wetland jurisdictional determination from its environmental consultants and to seek validation of the jurisdictional determination by the St. Johns River Water Management District and United States Army Corps of Engineers; (4) _ obtain soil tests; (©) survey the property for the presence of endangered or threatened species or species of special concern; and @® meet with representatives of the appropriate local government and utility provider to determine the availability of adequate public facilities to meet the local government's concurrency requirements, to detennine the availability and cost of utility service, to determine the comprehensive plan designation of the Property and the likelihood of success of a rezoning request. (g) Seller shall fully cooperate with Purchaser in connection with Purchaser's inspection of the Property. In the event Purchaser does not close upon the Property, Purchaser shall provide Seller copies of all written third party reports, test results, inspections and audits received by Purchaser in connection with Purchaser’s inspection of the Property. All such reports shall be mailed via certified mail to both Seller and Purchaser. 2.3 Indemnity for Damages Caused by Inspection. Purchaser hereby indemnifies and holds Seller harmless from and against any and all claims, demands, losses, costs, damages, expenses or liabilities such as personal injury or property damage claims, and mechanic's or other liens including reasonable attomeys’ fees caused by or incurred in connection with Purchaser's inspection of the Property except for claims arising as a result of willful misconduct or gross negligence of Seller. 2.4 Termination by Purchaser. Purchaser shall have the right at any time during the Feasibility Period, up to and including 5:00 p.m. Eastern Standard Time on the last day of the Feasibility Period, to terminate this Agreement for any reason which the Purchaser in its sole discretion deems appropriate, or for no reason. Unless Purchaser delivers written notice of Purchaser’s intent fo proceed to {00113529.D0C-7} Closing to Seller and Escrow Agent prior to expiration or waiver of the Feasibility Period, this Agreement shall be mull and void and the parties shall have no further rights or obligations, except as set forth in Section 6.2 below. Upon such termination, Escrow Agent shall return the Escrow Deposit to Purchaser. 2.5 Contingency for Zoning Permits and Concurrency. Purchaser's obligation to close this transaction shall be contingent upon final rezoning of the Property and receipt of all necessary governmental approvals and permits (including, but not limited to, a final determination of concurrency) (together, the “Required Approvals”) as necessary to allow the Property to be developed for Purchaser’s intended use. The Required Approvals shall not be deemed to be obtained until expiration of applicable appeal periods without appeal. Seller shall cooperate with the Purchaser in its efforts to obtain the Required Approvals and shall execute any required owner's authorizations to enable Purchaser to submit applications for the Required Approvals. If Purchaser is unable to obtain the Required Approvals on or before the expiration or waiver of the Feasibility Period, Purchaser shall provide Seller written notice of its election to either, (1) terminate this Agreement and receive a full refund of the Escrow Deposit or (ii) waive the contingency for the Required Approvals and proceed to Closing. Failure to provide written notice of the election to Seller before such time shall be deemed to be a waiver of the contingency. 2.6 Existing Lease and Other Contracts Seller currently leases the Property to H. Dwayne William (“Tenant”) for the operation of a commercial restaurant on a month-fo-month basis. Seller shall provide a true and correct copy of the lease with Tenant (“Lease”) and any and all amendments related thereto to Purchaser within two (2) business days after the Effective Date. Seller shall provide Purchaser a landlord’s certificate and cause Tenant to provide an estoppel letter (together, the “Certificates”} on or before sixty (60) days after the Effective Date. The estoppel letter shall substantially conform to the attached Exhibit B (the “Estoppet Letter”). Additionally, the Certificates shall confirm that © Tenant does not have any interest or claim to ownership (including any option or right of first refusal) in the Property other than a possessory interest as Tenant under the Lease. In the event Purchaser elects to proceed to Closing on or before the end of the Feasibility Period pursuant to Section 2.4 above, Purchaser shall have the right to require Seller to terminate any Jease (other than the Lease referenced above), service contract, equipment lease or other similar contract, lease or business arrangement entered into by Seller effective as of the Closing Date, by providing written notice to Seller on or before the end of the Feasibility Period. i. TITLE AND SURVEY 3.1 Title. (2) Within twenty (20) days after the Effective Date, Seller shall obtain and provide to Purchaser a commitment for an owner's title insurance policy from Fidelity National Title through its agent Sunshine Title (the "Title Company") providing for the issuance to the Purchaser upon the recording of the deed provided for in this Agreement, an ALTA fee policy of title insurance (Form B) in the amount of the Purchase Price insuring the Purchaser's title to the {00113529._DOC7)} Property (the "Title Commitment”). In the event that this Agreement terminates before closing for any reason other than default by the Seller, Purchaser shali pay the Title Company any search fee or other cancellation charge required under the terms of the Title Commitment. (bo) If the Title Commitment (or survey as provided below) contains exceptions other than the usual printed exceptions, utility easements which do not interfere with use of the Property, any mortgage or security interest to be assumed or taken “subject to” under Section 1.2 above, and ad valorem real estate taxes for 2005 and subsequent years or requirements other than the normal and customary requirements such as delivery and recordation of the deed from Seller and delivery of a Seller's affidavit, then the Purchaser may notify the Seller of Purchaser's objections to any such matters prior to expiration of the Feasibility Period (the "Title Objections"). Any title matters existing as of the Effective Date and reflected in the Title Commitment or Survey not objected to by Purchaser during the Feasibility Period shall become "Permitted Exceptions.” (c) Notwithstanding the expiration of the Feasibility Period, Purchaser may proceed with the consummation of the purchase subject to removal of the Title Objections prior to Closing. In that event, Seller shall use due diligence to remove the Title Objections. Seller shall have a period of thirty (30) days after receipt of Purchaser's notice of Title Objections within which to remove the Title Objections and fumish to Purchaser and Title Company evidence satisfactory to the Title Company that the Title Objections have been removed or to notify Purchaser that the Seller is unable or unwilling, after the exercise of due diligence, to remove the Title Objections. If after the exercise of due diligence, Seller fails, is mable or unwilling to remove the Title Objections, Purchaser shall have ten (10) days after the expiration of Seller's period for removing the Title Objections within which to elect, at Purchaser's sole option, among the following alternatives: @ Accept title to the Property in its then existing condition with a diminution of the Purchase Price in the amount of any monetary liens or monetary encumbrances against the Property and if Purchaser so deducts the amount of such monetary lien or monetary encumbrance, Purchaser shall be deemed to have assumed and agreed to pay the amount thereof, - Notwithstanding the foregoing, Purchaser’ shall not be entitled to a diminution in the Purchase Price for non-monetary exceptions or defects such as easements, encroachments and the like; or Gi) Terminate this Agreement by written notice to Seller upon which the Escrow Deposit shall be refunded to Purchaser by Escrow Agent; If Purchaser elects to accept title notwithstanding Title Objections under subsection 3.1(b&c) above, then all matters shown on the Title Commitment and not removed prior to such acceptance shall become "Permitted Exceptions.” 3.2 Survey. {a) Seller shall cause Boatright Surveyors, (the “Surveyor”) to prepare, at Seller’s expense, and deliver to Seller and Purchaser a current or recertified survey of the Property (the “Survey’) on or before forty-five (45) days after the Effective Date. The survey will conform to the Minimum Technical Standards for land surveying promulgated pursuant to Section 472.27, 5 ete age__/[@_ (00113529.D0C.7} Florida Statutes, and will show and describe the exterior boundaries and comer markers or monuments of the Property, the size and location of all improvements and structures upon the Property, any encroachments, easements, rights-of-way or other conditions to which the land is subject, and the legal description and area of the Property. (b) If the Survey, or any update thereto, shows any encroachment, hiatus, or other condition which could affect the marketability of title to the Property or which could have a material effect upon the use and development of the Property, Purchaser shall have the right to object to such condition as a Title Objection pursuant to the provisions of Section 3.1(b) of this Agreement so long as such objection is delivered to Seller within the Feasibility Period. After approval in writing of the Survey by Seller and Purchaser, the legal description of the Property for all purposes under this Agreement will be as set forth in the Survey. IV. CLOSING PROVISIONS 41 Closing Date. The consummation of the transaction contemplated by this Agreement (the "Closing") shall take place thirty (30) days after expiration of the Feasibility Period or at such earlier date as Purchaser may select upon three (3) days written notice to Seller (the "Closing Date”). 42 Location of Closing. The Closing shall be held at the offices of Purchaser's attorneys, Pappas, Metcalf & Jenks, P.A., 245 Riverside Drive, Suite 400, Jacksonville, Florida, 32202, or at such other location as may be mutually agreeable. 4.3 _ Conditions to Purchaser's Obligation to Close. The obligation of Purchaser under this Agreement to consummate the Closing is subject to the satisfaction or waiver, as of the Closing, of each of the following conditions (any of which may be waived in whole or in part in writing by Purchaser at or prior to the Closing: (2) Correctness of Representations and Warranties. The representations and warranties of Seller set forth in this Agreement shall be true. () Comp liance by Seller. Seller shall have performed, observed and complied with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Seller as of the Closing. ; (c) Satisfaction or Waiver of Contingencies. The contingency in Section 2.5 shall have been satisfied or waived, as of the expiration of the Feasibility Period. (4) No Hazardous Waste or other Contamination. Neither Seller nor Purchaser shall, have received notice or evidence of (i) contamination of the Property with hazardous or toxic waste, fhel or of] or other pollutants or contaminants, or contain buried, semi-buried or otherwise placed tanks, storage vessels, drums or containers containing hazardous substances, fuel, or oil, (ii) that the existing buildings located on the Land contains asbestos or other similar hazardous {00113529.D0C.7} materials, or (iii) the existence on the Land any nuisance or other violation of state, local or federal laws or regulations. (©) No Exceptions to Title other than the Permitted Exceptions. The "Marked Down" ttle commitment required to be delivered under Section 4.10 shall insure good and marketable title in Purchaser subject only to the Permitted Exceptions. @ Certificates. Purchaser shall have not ever received notification from Seller or Tenant that any event, action or information bas caused any representation in the Certificates to be untrue. In the event such contingencies described in Section 4.3 are not satisfied or waived by Purchaser prior to Closing, then Purchaser may terminate this Agreement and Seller shall return the Escrow Deposit to Purchaser. 4.4 Conditions to Seller's Obligation to Close. The obligation of Seller under this Agreement to consummate the Closing is subject to the satisfaction as of the closing of each of the following conditions: (a) Correctness of Representations and Warranties. The representations and warranties of Purchaser as set forth in this Agreement shall be true. (b) Compliance by Purchaser. Purchaser shall have performed, observed and complied with ali of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Purchaser as of the Closing. 4.5 Seller's Obligations at Closing. At Closing Seller shall: (a) Excente, acknowledge and deliver to Purchaser a Special Warranty Deed conveying the Property (and all appurtenances described in Section 1.1) to Purchaser subject only to the Permitted Exceptions (the "Deed"). The Deed shall be in recordable form with all required documentary stamps in the proper amount affixed. The legal description of the Property contained in such Deed shall be identical to the legal description of the Property contained in the Survey and Title Commitment. (b) Execute and deliver to Purchaser an assignment of the Lease and all contracts, licenses, and other similar intangibles or rights pertaining to the Property, except for those items Purchaser elects to have terminated pursuant to-Section 2.6 above. (c) Deliver to the Title Company evidence satisfactory to it of Seller's authority to execute and deliver the documents reasonably necessary to consummate this transaction. (4) Deliver to the Title Company and to the Purchaser an affidavit of ‘possession and no liens satisfactory to the Title Company so as to cause the Title Company to remove the mechanics’ lien and parties in possession standard exceptions from the Title Commitment (subject to exception for tenants holding under unrecorded leases). {00213529.D0C.7) 7 OF (e) Deliver to the Title Company all other documents required under the Title Commitment to permit the Title Company to issue its policy to the Purchaser subject only to the Permitted Exceptions. (f ‘Deliver to Purchaser a certificate that the Seller is not a foreign person in accordance with Section 1445 of the Intemal Revenue Code. (g) Deliver to Purchaser originals (if available) or copies (if originals are not available) of all licenses and permits applicable to the Property which are in Seller’s possession, and execute and deliver to Purchaser any application, transfer form or notification given to Seller by Purchaser necessary to effect the transfer to Purchaser of all applicable permits. (h) Execute and deliver to Purchaser, the closing attomey and Escrow Agent the closing statement and any other documents reasonably required by the closing attomey or Escrow Agent to consummate the transaction contemplated by this Agreement. 4.6 Purchasers Obligations at Closing. (a) Subject to the terms of this Agreement, and contemporancously with the performance by Seller of its obligations under this Agreement, Purchaser shall make any additional payment required under Section 1.2(b) and cause the Escrow Agent to deliver to Seller by wire transfer or other means acceptable to Seller, an amount equal to the Purchase Price after credits and prorations. In the event Purchaser elects to proceed to Closing as provided in Section 2.4 above, Escrow Agent shall release the Escrow Deposit to Seller. {b) Purchaser shall execute and deliver to Seller and the closing attommey and Escrow Agent the closing statement and any other documents reasonably required by the closing attomey and Escrow Agent to consummate the transaction contemplated by this Agreement. 4.7 Closing Costs. (a) At Closing, Seller shall pay, or Purchaser shall receive a credit against the Purchase Price in the amount of: i the cost of satisfying any liens or encumbrances against the Property and the costs of recording any corrective instruments; ii the cost of recording the Deed; iii. _ the costs of documentary stamp tax required to be affixed to the Deed; iv. the cost of the Brokerage Commission described in Article VII below; v. the title insurance premium payable in connection with the issuance of the Title Policy; and {00113529_DOC.7} WE COMPLAINT EXHIBIT vi. all costs incurred in connection with obtaining a survey of the Property. (b) Purchaser shall pay, or Seller shall receive a credit in addition to the Purchase Price in the amount of: i. all costs associated with Purchaser's financing, if any; and i. any other costs incurred in connection with Purchaser's duc diligence, inpection, and feasibility of the Property, including but not limited to those items as outlined under section 2,2 of this Agreement. (c) Each party shall pay any fees to its attorneys or other consultants. 4.8 Prorations. Except as otherwise specifically set forth in this Agreement, ad valorem real estate taxes shall be prorated between Seller and Purchaser as of the Closing Date. If the amount of ad valorem real estate taxes cannot be ascertained at Closing, the ad valorem real estate taxes shall be prorated based upon the amount of such taxes, with maximum discount allowed by law, for the previous year, and such ad valorem real estate taxes shall be reprorated and readjusted upon the request of either party after the tax bill for the year of closing is received. Special Assessment liens due and payable at the time of closing shall be paid by Seller and pending assessment liens shall be assumed by Purchaser. 4.9 Possession. a Exclusive possession of the Property shall be delivered to the Purchaser no later than the Closing Date, subject only to the Tenant’s right of possession under the Lease. 4.10 Title Checkdown. Prior to disbursement of the proceeds of Closing the Title Company shall “mark down” the Title Commitment by indicating satisfaction of all requirements, deleting all but the Pemnitted Exceptions, and changing the effective date of the Title Commitment to the date and time of recording of the deed to the Purchaser. V. REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties of Seller. Seller represents and warrants to Purchaser as follows: (a) To the best of Seller's knowledge, there is no pending condemnation, property dedication requirement, or similar proceeding affecting the Property. (b) ‘To the best of Seller's knowledge, Seller has complied with all applicable laws, ordinances, regulations and restrictions affecting the Property and has not been notified or {001 13529.D0C.7} 9 f EXHIBIT advised of any violation of the same. If any notice is received prior to Closing, a copy of the notice will be promptly delivered to Purchaser. (©) Purchaser or Purchaser’s Agent has divulged to Seller’s Agent (Lea Underwood) that Tenant has disclosed to Purchaser or one of Purchaser’s Agents that Tenant believes he has an existing interest in the Property. Seller herein discloses to Purchaser that Tenant executed a Reaffirmation and Release Agreement (“Release”) with LanMark Intemational, Inc., a Utah corporation (“‘LanMark”), a previous owner of the Property who deeded the Property to Seller. Seller shall provide a true and correct copy of the Release to Purchaser within two (2) business days after the Effective Date. As partial consideration for said Release to LanMark, LanMark made a loan to Williams in the amount of $500,100, secured by a mortgage on other properties owned by Williams in Duval County, Florida. Information specific to the Release is confidential and proprietary to LanMark but is disclosed herein for purposes of disclosure and “good faith.” The parties reaffirm and acknowledge herein their understanding of the confidential nature of all information found within this Agreement and promise not to otherwise divulge said information unless the parties agreed to by Purchaser and Seller. Purchaser agrees that it shall not communicate with Tenant in relation to this Property and Seller agrees to provide copies to Purchaser of any communications received by Seller from Tenant after the Effective Date. (d) There are no legal actions, suits or other legal or administrative proceedings pending or, to Seller's knowledge, threatened which would adversely affect the Property or any portion of the Property, excepting those disclosed concerning Tenant in 5.1(c) above. Notwithstanding the foregoing, Seller represents and warrants that, to Seller’s knowledge, Tenant has not actually initiated any legal actions, suits or other legal or administrative proceedings in relation to the Property, or if so, such proceedings have been settled or terminated and any appeal period related to such proceedings has lapsed. {c) Seller has not been notified that any part of the Property has ever been used for hazardous or toxic waste disposal, for disposal of fuel or oil or other similar material, for a landfill or a garbage or trash disposal site, that any part of the Property is or has been contaminated with hazardous or toxic waste or fuel or oil or other similar material from any source whatsoever. If, at any time prior to Closing, Seller is notified of any such ocamrence or condition, then Purchaser shal] have the right to terminate this Agreement and receive a full sefund of the Escrow Deposit. This Agreement has been, and the documents, instruments and agreements required to be delivered by Seller pursuant to this Agreement shall be duly executed and delivered by Seller and constitute legal, valid and binding obligations of Seller enforceable in accordance with their respective terms. Neither the execution, delivery or performance of this Agreement is prohibited by the terms of any agreement binding on Sellez, or requires Seller or the individual executing this Agreement on behalf of Seller to obtain the consent, approval or authorization of or notice to or filing a registration with any person, public authority or any other entity. The Property is not homestead Property. (g) Seller has good and marketable title to the Property and, to the best of Seller's Jmowledge, title is subject to no lien, charge or encumbrance of any nature whatsoever except as disclosed to Purchaser. Seller discloses that there is a Tenant in place under the Lease as described in Section 2.6 above. During the term of this Agreement, Seller shall not extend the term of the Lease or amend it in any way without Purchaser’s consent. (90113529.DOC.7} 10 C t pgaefEXH! BIT 5 paGE__/Z1_ 5.2 Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows: (2) This Agreement has been, and the documents, instruments and agreements required to be delivered by Purchaser pursuant to this Agreement, shall be duly executed and delivered by Purchaser and constitute legal, valid and binding obligations of Purchaser enforceable in accordance with their respective terms. Neither the execution, delivery or performance of this Agreement, is prohibited by the terms of any agreement binding on Purchaser, or requires Purchaser to obtain the consent, approval or authorization of, or notice to or filing a registration with, any person, public authority or any other entity. {b) Any corporate or partnership entity to which Purchaser assigns this Agreement shall be, as of the date of such assigament and as of the date of Closing, duly organized, validly existing and in good standing under the laws of the State of Florida, its organization and shall have all requisite power and authority to own its properties and assets and to carry on its business. VL PROVISIONS WITH RESPECT TO BREACH OR DEFAULT 6.1 Default by Seller. If the Seller fails to consummate the transaction contemplated in this Agreement for any Teason, except Purchaser's default, or otherwise breaches its representations, warranties or covenants, Purchaser may pursue any remedy available to Purchaser at law or in equity, including, without limitation, (i) termination of this Agreement with refund of the Escrow Deposit, (ii) a suit for specific performance or (iii) monetary damages for Seller’s failure to close, provided, however, that Purchaser shall not be entitled to monetary damages greater than Fifty Thousand and No/!00 Dollars ($50,000.00). Notwithstanding the foregoing, Purchaser shall not be entitled to monetary damages if Seller fails to close for any reason occurring after the Effective Date outside Seller’s control. 6.2 Default by Purchaser. If the Purchaser fails to consummate the transaction contemplated in this Agreement for any reason, except Seller's default or otherwise breaches its representations, warranties, or covenants, Seller may, as its sole and exclusive remedy, terminate this Agreement and retain the Escrow Deposit as liquidated damages, and any entitlements (“entitlements” for the puposes of this Agreement shall include but not be imited to all feasibility items found under section 2.2 of this. Agreement, all city, state, county, & federal approvals in connection with the Purchaser’s intended use, plats, plans, architectural renderings, engineering, soils tests, or in short any document, paperwork, exhibit, drawing, or model associated with the proposed intended use of the Property by Purchaser) obtained by Purchaser shall become the sole property of the Seller. In addition, Purchaser herein agrees that Purchaser shall direct that every contractor who is in possession of any material being created for the purposes of the entitlements at any stage of its generation or creation, to be delivered concurrently to Seller with delivery to Purchaser, all said materials as if Seller and Purchaser wore the same entity, with all liabilities for payment to contractor to wrest solely upon Purchaser. Purchaser herein agrees to defend, indemnify, release, (001 13529_DOC.7} n PUR Ain tecp ey a PAG AOMINSTRATIVE COMPLAINT and hold Seller harmless against any claims by contractors for payment specific to said entitlements. 6.3 Attorneys’ Fees, Ete. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all reasonable costs, charges and expenses, including reasonable attorneys’ fees, incurred in connection with such litigation. VIL. BROKERAGE COMMISSIONS Each party represents to the other that, except as specifically set forth below, no brokers or finders have been involved in this transaction and Seller and Purchaser agree to indemnify and hold each other harmless from any and all claims or demands by any party with respect to any brokerage fees, agents' commissions or other compensation asserted by any such person, firm or corporation on behalf of Seller or Purchaser, respectively, in connection with the sale contemplated by this Agreement. Notwithstanding the foregoing, the parties acknowledge that Seller has engaged Prodential Network Realty, Inc. (“Seller’s Broker”) as Seller’s broker and Purchaser has engaged the Wolfson Group Real Estafe Division (“Purchaser’s Broker”) as Purchaser’s broker. Seller and Purchaser agree that Seller shall only pay real estate commissions to Seller’s Broker and that any commissions to Purchaser’s Broker will originate from proceeds received by Seller’s Broker and shall be based upon an agreed upon commissions agreement between Seller’s Broker and Purchaser’s Broker. VE. OTHER CONTRACTUAL PROVISIONS 8.1 Assignability. .. This Agreement shall inure to the benefit of and be binding upon and is intended solely for the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; and no third party shall have any rights, privileges or other beneficial interest in or under this Agreement. Notwithstanding the foregoing, however, Purchaser may assign and transfer its rights and obligations under this Agreement to any corporation, partnership or other entity owned or controlled by Purchaser or by John D. Rood or Mark T. Farrell (2 "Permitted Assignee”). The term "controlled by" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the specified entity whether through ownership of voting securities, by contract or otherwise. 8.2 Survival. The representations and warranties set forth in this Agreement-shall survive Closing. The responsibility of either party for any undertaking to be performed after Closing shall survive Closing. Nothing in this section shall be deemed to be a waiver of cither party's right to bring an action for fraud. 12 400123529.D0C.7} 8.3 Condition of Property. 8.3.1 Purchaser acknowledges and agrees that upon Closing Seller shall sell and convey the Property to Purchaser via Special Warranty Deed, and Purchaser shall accept the Property from Seller, “AS IS, WHERE IS, AND WITH ALL FAULTS.” 8.3.2 Except as expressly set forth in this Agreement, it is understood and agreed by Purchaser that Seller is not making and has not at any time made any warranties or representations of any kind or character, express or implied, with respect to the property, including, but not limited to any warranties or representations as to the habitability, merchantability, fitness for a particular purpose, title (other than Seller’s limited warranty of title to be set forth in the deed), zoning, tax consequences, latent or patent physical or environmental condition, utilities, operating history, or projections, valuation, governmental laws, the troth, accuracy or completeness of the property documents or any other information provided by or on behalf of Seller to Purchaser, or any other matter or thing regarding the Property. Purchaser has not relied an will not rely on, and Seller is not liable for or bound by, any express or implied warranties, guaranties, statements, representations, or information pertaining to the property or relating thereto made or furnished by Seller, unless specifically set forth in this Agreement. 8.3.3. Purchaser represents to Seller that Purchaser has conducted, or will conduct prior to Closing, such investigations of the Property, including but not limited to the physical and environmental conditions thereof, as Purchaser deems necessary to satisfy itself as to the condition of the Property and the existence or non-existence or curative action to be taken with respect to any hazardous or toxic substances on or discharged from the Property, and will tely solely upon the same and not upon any information provided by or on behalf of Seller or its agents of employees with respect thereto, or than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. 8.3.4 Upon Closing, Purchaser shall assume the sk that adverse matters, including but not limited to construction defects and adverse physical and environmental conditions, may not have been revealed by the Purchaser’s investigations of the Property, and Purchaser, upon Closing, shall be deemed to have waived, relinquished, and released Seller (and . Seller’s officers, directors, shareholders, employees and agents} from and against any and all claims, demands and causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs} of any and every kind or character, known or unknown, which Purchaser might have asserted or alleged against Seller (and Seller’s officers, directors, shareholders, employees and agents} at any time by reason of or arising out of any latent or patent construction defects or physical conditions, violations of any applicable laws (inchiding, without limitation, any environmental laws) and any and all other acts, omissions, events, circumstances or matters regarding the property. “8.3.5 Purchaser agrees that should any clean-up, remediation, or removal of hazardous substances or other conditions on the Property be required after the Closing Date, such clean-up, removal, or remediation shall be the responsibility of, and shall be performed at the sole cost and expense of Purchaser. (00113529.D0C.7} 8.4 Notices. Any notices to be given to either party in connection with this Agreement must be in writing and given by hand delivery, Federal Express (or equivalent service), certified mail, or facsimile transmission. Such notice shall be deemed to have been given and received three days after a certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States Mail, or if hand delivered, delivered by Federal Express or other equivalent service or by facsimile transmission, when actually received. Such notices shall be given to the parties at the following addresses. To Purchaser: The Vestcor Companies, Inc. Mark T. Farrell 3020 Hartley Road, Suite 300 Jacksonville, FL 32257 Phone: (904) 260-3030 Fax: (904} 260-9031 With a Copy to: Pappas, Metcalf, Jenks & Miller, P.A. G. Todd Cottrill 245 Riverside Drive, Suite 400 Jacksonville, FL 32202 Phone: (904) 353-1980 Fax: (904) 353-5217 To Seller: CheVos Limited Partnership Attn: Joseph Bishop 525 W. 880 South Orem, Utah 84058 Phone: (801) 224-6065 Fax: (801) 224-4516 To Escrow Agent: Sunshine Title Attn: Joseph Danese, IIT ‘7999 Philips Hwy, Suite 303 Jacksonville, FL 32256 Phone: (904) 732-9394 Fax: (904) 732-9399 {001 £3529.D0C.7} To Seller’s Broker Pradential Network Realty Lea Underwood 363-12 Atlantic Blvd. Atlantic Beach, FL 32233 Phone: (904) 571-0790 Fax: (904) 241-8068 Hither party may, at any time, by giving three (3) days written notice to the other party, designate any other address to which such notice shall be given and other parties to whom copies of all notices shall be sent. Ef the deadline or date of performance for any act under this Agreement falls on a Saturday, Sunday or legal holiday, the date shall be extended to the next business day. 85 Entire Agreement; Modification. This Agreement contains the entire agreement. All prior agreements, representations, and statements, oral or written, are omitted and superceded by this Agreement. This Agreement cannot be modified or terminated except by an instrument in writing signed by both parties. &6 Applicable Law. This Agreement shall be governed by, and construed i accordance with, the laws of the State of Florida. 8.7 Headings Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 88 Counterparts, This Agreement may be executed in several counterparts, each constituting a duplicate original. All such counterparts shall constitute one and the same agreement. 8.9 Interpretation: Whenever the context of this Agreement shall so require, the singular shall include the plural, the male gender shall include the female gender and the neuter and vice versa. This Agreement was drafted through the efforts of both parties and shall not be construed in favor of or against either party. {00113529.D0C.7} _ EXHIBIT PA 8.10 Severability. If any provision contained in this Agreement shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision. This Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. 8.11 Condemnation. All risk of condemnation prior to the Closing shall be on Seller. Immediately upon obtaining knowledge of any proceedings for the condemnation of the Property, or any portion of it (eluding negotiations in lien of condemnation), Seller wil] notify Purchaser of the pendency of such proceedings. 1g, after the Effective Date of this Agreement and prior to the Closing, all or a part of the Property is subjected to a bona fide threat of condemnation (or sale in lieu of condemnation), Purchaser may, by written notice to Seller given five (5) days after notice, elect to cancel this Agreement prior to the Closing, in which event both parties shall be released from any further liability. In such event, the Escrow Deposit shall immediately be returned to Purchaser and this Agreement shall be null, void and cancelled. If no such election is made, this Agreement shall Temain in full force and effect. The purchase contemplated, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon Closing, Seller shall assign all of the right and interest of Seller to any awards that have been or may be made for such taking to Purchaser. Seller shall not negotiate a seitlement of the proceeding without the prior consent of Purchaser. 8.12 | Risk of Loss. wo All risk of Joss or damage to the Property until the Closing shall be bome by Seller, except for any damage for which Purchaser is responsible under Section 2.3(a). 8.13 Recording. Both parties agree that this Agreement shall not be recorded. 8.14 Waiver. Either party reserves the right to. waive in whole or part any provision which is for such party's benefit. No such waiver shall be effective unless it is in writing. Any waiver shall be limited to the matter specified in the writing. No waiver shall be considered a waiver of any other or subsequent default and no delay or omission-in exercising the rights and powers. granted herein shall be construed as a waiver of such rights and powers. 8.15 Time of Essence. Time shall be of the essence of this Agreement. {00113529.DOC.7) - 5 EXHIBIT | anna 8.16 Escrow Agent. The escrow of the Deposit shall be subject to the following provisions: (a) The payment of the Escrow Deposit to the Escrow Agent is for fhe accommodation of the parties. The duties of the Escrow Agent shall be determined solely by the express provisions of this Agreement. The parties anthorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Agreement or the Escrow Deposit becomes involved in litigation, to deposit the Escrow Deposit with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility under this Agreement. The undersigned also authorizes the Escrow Agent, if it is threatened with litigation, to interplead all interested parties in any court of competent jurisdiction and.to deposit the Escrow Deposit with the clerk of the court and thereupon the Escrow Agent shail be fully relieved and discharged of any further responsibility hereunder. (b) The Escrow Agent shall not be liable for any mistake of fact or error of judgment or any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. The Escrow Agent shall be entitled to rely on any instrument or signature believed by it to be genuine and may assume that any person purporting to give any writing, notice or instruction in connection with this Agreement is duly authorized to do so by the party on whose behalf such writing, notice or instruction is given. 8.17 Execution Date and Effectiveness. This Agreement shall be of no force and effect unless executed by Seller and delivered to Purchaser on or before March If _, 2005, at 5:00 p.m. Eastern Standard Time, together with copies of all documents and other materials required to be delivered by Seller under Section 2.1 above. 8.18 New Leases. Seller shall not enter into any new lease of any portion of the Property or extend any existing lease term beyond the Closing Date without the consent of the Purchaser. 8.19 Non-Disclosure. This Agreement shall be subject to confidentiality and non-disclosure between the parties. The parties agree that the contents and information found herein shall not be released without the written consent of the parties, other than to professionals engaged by the parties for the purposes of fulfilling the requirements, conditions, and tétias found within this Agreement. {00113529.D0C.7} 17 encanta ein manne forth IN WITNESS WHEREOS, tho pasties have executed this Agreement on the dates sct SELLER: CHEVds LIMITED PARTNERSHIP, « Uub Himived partnership By: EG aa : eee Pept L. , Pip, Manager PURCHASER: THE VESTCOR COMPANIES, INC., « Florids corporation $90113829.D0C.7) Vi he vee EXHIBIT, PAGE. 27 ‘ ho LEGAL DESCRIPTION Parcel A A part of Mayport, Florida, according to plat recorded in Plat Book 6, Page 49, of the current public records of Duval County, Florida, together with the Northeasterly 20 feet of Palmer Street, as described in Official Records Book 3463, Page 1020, of said public records, as described as follows: Beginning at the intersection of the Northwesterly right-of-way line of Ocean Street (a 60' R/W as now established) with the prolongation centerline of Palmer Street, thence North 20°15’ East along the Northwesterly R/W line of Ocean Street 230.0 feet; thence North 69°45" West 178 feet more or less to the mean high water line of the St. Johns River; thence meander said mean high water line in a Southwesterly direction 255 feet more or less to the former centerline of said Palmer Street; thence South 69°45’ East along said former centerline 207 feet more or less to the Northwesterly R/W line of said Ocean Street and the Point of Beginning. (Said property also known as: 4738 Ocean Street; Jacksonville, Florida 32233 Duval County Real Estate #168966 0000) Parcel B * Lots 1,2,20 and 21, Block 7, Mayport, as recorded in Plat Book 3, Page 65 of the current public records of Duval County, Florida. (Said property also known as: Parking Lot across from 4738 Ocean Street; Jacksonville, Florida 32233 Duval County Real Estate #169098 0000) {00113529.D0C.7} -_pqwert tf . ie /30 ‘Stem tmetrstntnrehge EXHIBIT B “ESTOPPEL LETTER” {00113529.D0C.7} TENANT’S ESTOPPEL CERTIFICATE TO: Lanmark Intemational, Inc., its successors and assigns (“Landlord”) and The Vestcor Companies, Inc., its successors and assigns (“Purchaser”) RE: Parcel Nos. 168966-0000 and 169098-0000 LEASE: Lease Agreement dated > (the “Lease”) The undersigned, H. Dewayne Williams (“Tenant”), hereby certifies to Landlord and Purchaser as follows, with the understanding that Purchaser has agreed to purchase the premises located at 4738 Ocean Sireet, Jacksonville, Florida 32233 (the “Premises”), and that Purchaser, and Purchaser's lenders, partners, officers and employees and their successors and assigns will be relying on this certificate in connection with such purchase and financing: 1, Attached to this certificate is a true, correct and complete copy of the Lease covering the Premises. The Lease is in full force and effect and has not been amended, modified or supplemented, and the landlord under the Lease has no other obligations to or agreements with Tenant. 2. No interest in the Lease or the Premises has been assigned, sublet, licensed, hypothecated, an and Tenant has not agreed to do any of the foregoing. 3. Tenant has no “right of first refusal,” “option to purchase” or any other right to purchase all, or any portion of, the Premises. 4. Tenant has accepted and is now in possession of the Premises. Any and all work which the landlord was required to complete has been completed and accepted by Tenant. Landlord has fulfilled all of its obligations related to the payment of tenant improvement allowance or any other related concession except as follows: 5. The term is month-to-month and may be terminated at any time without penalty by landlord with __ days notice. Tenant has no option to extend the term of the Lease. Tenant does not have any rights to renew or extend the term of the Lease, except as set forth in the Lease. 6. The monthly Base Rent, not including any additional rent, presently payable under the terms of the Lease is $ for the Premises. The Base Rent, not including any additional rent, has been paid through ___» 2005. No rent or other charges under the Lease have been paid for more than thirty (30) days in a in advance of its due date. Tenant has no “right to any concession (rental or otherwise) or other compensation. 7. Landlord is holding $ as security deposit under the Lease. 8. Tenant is not in default in the performance or observance of any of its obligations and no event has occurred and no condition exists that, with the giving of notice or the passage of time, or exnipit_/ crac, PAGE {00114479.D0C.2} both, would constitute a defanit under any of the terms or provisions of the Lease. The landlord under the Lease is not in default of any provision under the Lease and no event has occurred which, with the passage of time or giving of notice or both, would constitute a default by the landlord under the Lease. Tenant has no defense to its obligations under the Lease and has no right of setoff or counterclaim against the landlord under the Lease. 9. Tenant shall cause Purchaser to be named as an additional insured by endorsement with Tenant’s insurers upon the closing of the Purchaser’s purchase of the Premises. Upon Closing, Tenant shall maintain at least One Million and no/100°s Dollars ($ 1,000,000.00) general liability insurance in relation to the Premises. 10. Tenant has received no notice of violation of any federal, state, county or municipal laws, regulations, ordinances, orders or directives relating to the use or condition of the Property or the Premises, including, but not limited to, all environmental laws of all governmental or quasi governmental authorities, agencies or entities (“Governmental Authorities”) having jurisdiction over the Premises or the Property, and the Americans With Disabilities Act, as amended from time to time and all regulations promulgated with respect thereto. I agree to send to youa copy of any notice received by myself of any pending or threatened violation of property use or property condition or environmental regulatory action, and to notify you immediately should I become aware of the release or discharge of any hazardous substances on or in the Premises or the Property. 11. In connection with any proposed loan to Purchaser, Tenant hereby agrees to execute and deliver a Subordination, Non-Disturbance and Attomment Agreement in the form required by the lender. Tenant recognizes that Purchaser will rely upon this Estoppel Letter in its acquisition of the Premises. Tenant shall notify Purchaser of any event, action or information which makes any statement contained in this Estoppel Letter untrue at any point until the closing of Purchaser’s acquisition of the Property. Tenant acknowledges that Purchaser and any lender who makes a loan to Purchaser for acquisition of the Property will rely on this Estoppel Letter and Tenant’s obligation to notify Purchaser of any item in this Estoppel Letter which is or becomes untrue. IN WITNESS WHEREOF, this certificate has been duly executed and delivered by the Tenant as of , 2005. TENANT H. Dewayne Williams . exnipit_/ {001 14479.D0C.2} CLOSING STATEMENT BUYER: VCP-MAYPORT II, LTD. SELLER: H. Dewayne Williams LENDER: «Cygnet Private Bank PROPERTY: +/-— acre property located in Mayport, Duval County, Florida ( Ocean Street) DATE: December 9, 2005 BUYER'S STATEMENT : 1. Purchase Price 2, 438,000.00 2. Less Credits to Buyer Escrow Deposit 50,000.00 TOTAL CREDITS TO BUYER (50,000.00) 3. Plus ‘Charges to Buyer Buyer's Share of 2005 Ad - Valorem Taxes (see Note 1) 1,182.92 Miscellaneous Closing Costs 125.00 Documentary Stamp Tax on Note 0.00 +. Intangible Tax on Mortgages 0.00 Buyer's Attorney's Fees 0.00 Buyer's Title Expenses : 10,035.00 Buyer's Title Search Fee 250.00 Brokerage Fee 73,140.00 Loan Recording Fees 0.00 TOTAL CHARGES TO BUYER 83,550.00 Total Amount Due From Buyer 2,471,550.00 : ——S SELLER'S STATEMENT! 1. Purchase Price 2,438, 000.00 2. Less Charges to Seller Ad Valorem Tax Certificates (see Note 2) 18,092.19 2005. Ad Valorem Taxes {see Note 1) 19, 632.37 Survey Expense 710.00 Recording Fees (Deed) 35.50 PRALIyE C PAGE OF Recording Fees (Satisfactions) (e 250.00 Payoff of Federal Tax Lien (est) 1,476,895.63 Payoff of Dogwood Mortgage 112,000.00 Payoff of U.S. Food Judgment 4,638.97 Payoff of Bank of Pensacola Judgment 785,735.15 Payoff of Morris Publishing Judgment 2,766.06 Florida DOR Warrant 120,010.49 Doc Stamps on Deed 17,066.00 TOTAL CHARGES TO SELLER (2,557, 832.36) 3. Plus Credits to Seller Buyer's Share of 2005 Ad Valorem Taxes (See Note 1) 1,182.92 TOTAL CREDITS TO SELLER 1,182.92 Total Amount Due Seller (119,832.36) The undersigned acknowledge and approve this Closing Statement and authorize and direct Pappas Metcalf Jenks & Miller, P.A., to disburse such funds in accordance with this Closing Statement. SELLER: Buyer: By: VCP-MAYPORT II, LTD., a Florida limited Name: partnership Its: . By: VCP-MAYPORT II, LLC, its General Partner By: Vestcor, Inc., its Manager By: Name: Its: Note I: Ad Valorem Taxes allocable to the Property for the year 2005 have been calculated based upon the actual tax bill for Ad Valorem Tax Parcel 169010-0000, 168311- 0010, 168952-0000, and 168953-0000 1} 2) 3) 4) 5) 6) CLOSING STATEMENT - VCP-Mayport Ii p-f DeWayne Williarfisof0B126036) Gross tax bill for RE Parcel No. 169010-0000 3,993.51 Gross tax bill for RE Parcel No. 168311-0010 663.53 Gross Tax bill for RE Parcel No. 168952-0000 11,073.78 Gross Tax bill for RE Parcel No. 168953-0000 4,508.74 Total Gross Taxes for Property less 3% discount 19,625.74 Buyer's pro rata share of applicable taxes based on Buyer's 22 days of ownership chy SOREL KLSAA oF _ pace 725 1,182.92 Note2: Seller is responsible for retirement of the following outstanding Ad Valorem Tax Certificates for RE No. 169010-0000, 168311-0010, 168952-0000 and 168953-0000. A) RE No. 16910-0000 Certificate No. 2003-17178-0000-0 (2002) Certificate No. 2004-16478-000-3 (2003) Certificate No. 2005-16825-000-4 (2004) Total Certificates for RE 16910-0000 B) RE No. 168311-0010 Certificate No. 2004-16443-000-0 (2003) Certificate No. 2005-16780~000-0 (2004) Total Certificates for RE 168311-0010 C) RE No. 168952-0000 . Certificate No. 2005-16817-000-2 (2004) Total Certificates for RE 168952-0000 D) RE No. 168953-0000 Certificate No. 2005-16818-000-9 (2004) Total Certificates for RE 168953-0000 TOTAL PAYOFF OF OUTSTANDING TAX CERTIFICATES 1,764.04 1,648.92 1,595.01 404.80 391.86 8,956.20 3,331.36 5,007.97 796.66 8,956.20 3,331.36 18,092.19 SS PACS, , OF CLOSING STATEMENT - VCP-Maypart Il p-f DeWayne Wier 580a es —~ DISBURSEMENT SCHEDULE RECEIPTS: Escrow Deposit 50,000.00 Funds Received from Lender 2,500,000.00 Funds Received from Buyer (28,450.00) 60 00.00) TOTAL CASH RECEIPTS $ 2,521,550.00 eles a CASH DISBURSEMENTS: 1. Clerk of Court, Duval County (@ocumentary Stamp Tax on Special Warranty Deed) 17,066.00 2. Clerk of Court, Duval County (Documentary Stamp Tax on Note) - 3. Clerk of Cout, Duval County (intangible Tax on Mortgage) - 4. Clerk of Court, Duval County (Recording Fees) ~~ 285.50 5. The Wolfson Group (Brokerage Fee) 73,140.00 6. Pappas Metcalf Jenks & Miller, P_A. (Buyer's Attorneys Fees) - 7. Chicago Title Insurance Company (Title Search Fees) 250.00 8. Chicago Title Insurance Company (Underwriter’s Portion of Lender's Title Premium) 3,010.00 9. Atlantic Gulf Surveying Co. Inc. (Survey Expense) 710.00 10. U.S. Food (Satisfaction of Judgment) 4,638.97 11. Dogwood Mortgage au - a PAGE F ry a ae CLOSING STATEMENT - VCP-Mayport Il p-f DeWaynet\iiliams (00756036) XLS 12. 13. 14, 15. 16. 17. 18. 19. (Satisfaction of Mortgage) Bank of Pensacola (Payoff of Judgment) Internal Revenue Service (Payoff of Tax Lien) Duval Couty Tax Collector (2005 Ad Valorem Taxes) Duval County Tax Collector . (Retirement of Tax Certificates) Morris Publishing (Satisfaction of Judgment) Florida Department of Revenue (Tax Warrant) Pappas Metcalf Jenks & Miller, P.A. (Misc. Closing Costs) Pappas Metcalf Jenks & Miller, P.A. (Agent's Portion of Lender's Title Premium) TOTAL DISBURSEMENTS: $ 112,000.00 785,735.15 1,476,895.63 19,632.37 18,092.19 2,766.06 120,010.49 125.00 7,025.00 2,641,382.36 a THE MEMBERSHIP INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE FEDERAL, STATE OR FOREIGN SECURITIES LAWS. IN ADDITION, TRANSFER OR OTHER DISPOSITION OF THE INTEREST IS RESTRICTED AS PROVIDED IN THIS AGREEMENT. OPERATING AGREEMENT OF VCP-MAYPORT 0 LLC This Operating Agreement (this " Agreement”), of VCP-MAYPORT I, LLC (the "Company”"), is made and entered into as of November 1, 2005 by and between the Company, J. NEIL ROOD, TRUSTEE OF THE JOHN D. ROOD IRREVOCABLE GST TRUST U/A/D 10/9/00, JOHN D. ROOD, TRUSTEE OF THE JAMIE A. ROOD JRREVOCABLE GST TRUST U/A/D 2/19/01, JOHN D. ROOD, TRUSTEE OF JOHN D. ROOD REVOCABLE TRUST U/A/D 1/26/88, DONALD M. WOLFSON and VESTCOR EXECUTIVE PARTNERSHIP 2005, LLLP (“Members”) and VESTCOR, INC., Manager of VCP-Mayport I, LLC (“Manager”). ARTICLE I DEFINITIONS 1.1 Definitions. In this Agreement, the following terms shall have the meanings set forth below: (2) "Adjusted Capital Account” means the Capital Account maintained for each Member as of the end of each Fiscal Year (i) increased by any amounts which such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(/(5) and (ii) decreased by the items described in Treasury Regulations Sections 1.704- 1(b)(2)(4i)(A)(4), 1.704-1(b)(2)GI(DG), and 1,704-1(b)(2)(ii)(Q(6) and shall be interpreted consistently with such regulations or any superseding regulations thereto. (b) "Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member's Adjusted Capital Account as of the end of the relevant Fiscal Year. (c) "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such Person and includes (2) any Person owning or controlling directly or indirectly fifty percent (50%) or more of the outstanding voting securities of such Person, (b) an officer, general partner, director, manager or trustee of such Person, and (c) if such Person is an officer, general partner, director, manager or trustee, any Person for which such Person acts in any such capacity. . : (@ "Articles of Organization" mean the Articles of Organization of the Company filed or to be filed with the Florida Secretary of State, as they may from time to time be amended. (e) "Capital Account" as of any date means the Capital Contribution to the Company bya Member, adjusted as of such date pursuant to the terms of this Agreement. sie NCORM34417.3 a AY VS >t EXHIBIT. GAGE 739 (f) "Capital Contribution” means the cash and the fair market value of property contributed by a Member to the Company (net of any liability that the Company assumes or to which such contributed property is subject). . (g) "Code" means the Internal Revenue Code of 1986, as amended, or any superseding federal revenue statute. (hb) "Company Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704- 26). (2) “Distribution” means any cash and other property distributed by the Company to the Member under Section 6.5 or Article IX of this Agreement. (Gj) "Fiscal Year" means the fiscal year of the Company. (k) "Florida Act" means the Florida Limited Liability Company Act. () "Major Management Decisions” means the following decisions which require the consent of the Members holding 60% of the Percentage Interests in the Company: ¢5) any merger or consolidation involving the Company in which the Company is not the surviving entity and the Members do not own at Jeast 50% of the surviving entity; (2) any sale of all or substantially all the assets of the Company; GB) any liquidation and dissolution of the Company; and 4 any material amendments to the Articles of Organization or this Agreement. (m)"Manager” means any Person appointed to manage the business and .affairs of the Company as provided in Article IV hereof. ; (n) "Member" means each Person who executes a counterpart of this Agreement as a Member and each Person who may hereafter become a party to this Agreement and be admitted as a Member of the Company. _?._() "Net Losses” means the losses of the Company, if any, determined in accordance with generally accepted accouiiting principles. . (p) "Net Profits” means the income of the Company, if any, determined in accordance with generally accepted accounting principles. (q) "Partner Nonrecourse Debt" has the meaning set forth in Treasury Regulations Section 1.704-2(b)(4). \CORM34417.3 (r) "Partner Nonrecourse Deductions" has the meaning set forth im Treasury Regulations Section 1.704-2(i)(2), and the amount of Partner Nourecourse Deductions with respect to a Partner Nonrecourse Debt for a Fiscal Year shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(i)(2). (s) “Percentage Interest" means the percentage ownership of the Company held by a Member as shown in Exhibit A. : (t)} "Person" means any natural person, corporation, governmenta] authority, limited liability company, partnership, trust, unincorporated association or other entity. (u) "Regulatory Allocation” means the allocations set forth in Section 6.3(a) through (e). @) "Transfer" means any sale, assignment, gift, pledge or other disposition, whether voluntary or by operation of law, of a Member's interest in the Company. (w) "Treasury Regulations" means all proposed temporary and final regulations promulgated under the Code as from time to time in effect. (x) "Unrecovered Capital Contribution Amount” means, at any given time, an amount equal to the excess, if any, of the Capital Contributions made by a Member over all Distributions to that Member. ARTICLE 0 ORGANIZATION 2.1 Formation. The Members hereby organize the Company as a Florida Limited Liability Company pursuant to the provisions of the Florida Act. . ial principal place of business within the State of Florida 2.2 Principal Place of Business. The initial shall be 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257. The Company may establish any other places of business as the Members may from time to time deem advisable. 2.3 Registered Agent. The Company's registered agent shall be Mark T. Farrell, having a registered office at 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257. 2.4 Term. The term of the Company shall be perpetual from the date of filing of the Articles of Organization with the Florida Secretary of State, unless the Company is dissolved sooner pursuant to this Agreement or the Florida Act. - 2.5 Piiiposes. The Company is formed for any lawful business purpose. or Purposes. . 2.6 Effective Date. The Company is formed to be effective as of the filing of this Company's Articles of Organization. . WCORM34417.3 ARTICLE Hi 3.1 Names and Addresses. The names and addresses of the Members are as set forth im Exhibit A to this Agreement. 3.2 Additional Members. A Person may be admitted as a Member after the date of this Agreement, upon the consent of the Manager. 3.3 Books and Records. The Company shall keep books and records of accounts and minutes of all meetings of the Members. 3.4 Limitation of Liability. Each Member's liability shall be limited as set forth in this Agreement, the Florida Act and other applicable law. A Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except that such Member shall remain personally liable for the payment of the Capital Contribution of such Member and as otherwise set forth in this Agreement, the Florida Act or other applicable law. 3.5 Liability of a Member to the Company. A Member who or which rightfully receives the retum of any portion of a Capital Contribution is liable to the Company only to the extent now or thereafter provided by the Florida Act. A Member who or which receives a Distribution made by the Company in violation of this Agreement shal] be liable to the Company for the amount of such Distribution or as otherwise required by the Florida Act. 3.6 Members May Participate in Other Activities. The Members, either individually or with - others, shall have the right to participate in other business ventures of every kind, whether or not such other business ventures compete with the Company. No Member, acting in the capacity of a Member, shall be obligated to offer to the Company any opportunity to participate in any such other business venture. The Company shall not have the right to any income or profit derived from any such other business venture of the Members. ARTICLE IV MANAGEMENT 4.1 Management. Except for Major Management Decisions, the management of all of the affairs, business and property of the Company shall be vested in its Manager. The initial number of Managers of the Company, shall be one (1), but the number of Managers may be changed by agreement of the Members holding a majority of the Percentage Interests. Each Manager shall hold office until its death, dissolution, resignation or removal. The initial Manager shall be: . ; Vesicor, Inc. 4.2 Binding Authority. Unless authorized to do so by this Agreement or in writing by the Manager, no Person other than the Manager and its officers or the officers of the Company shall have any power or authority to bind the Company. | EXHIBIT. / WCORM34417.3 43 Officers. (a) The Appointment of Officers. The Manager may appoint one or more officers to take part in the management of the Company, including but not limited to a President, Vice Presidents, a Secretary and a Treasurer as described in the following sections, and any other titles with duties and responsibilities as the Manager may designate. Each officer, including an officer clected to fill a vacancy, shall hold office at the pleasure of the Manager until a successor is elected, except as otherwise provided by the Act. Any officer may be removed, with or without cause, at any time by the Manager. : (b) President. The President shall be the chief executive officer of the Company and shall, subject to the control of the: Manager, have general supervision, direction, and control of the business affairs of the Company. The President shall have all of the powers which are ordinarily inherent in the office of the President of a corporation, and shall have such further powers and shall perform such further duties as may be prescribed from time to time by the Manager. The President shall have authority to suspend or to remove any employee, agent or appointed officer of the Company and to suspend for cause any officer of the Company elected by the Manager and, in the case of the suspension for cause of any such elected officer, to recommend to the Manager what further action should be taken. The President shall have general authority to execute bonds, deeds, contracts and other documents in the name and on behalf of the Company and shall make reports to the Manager. (c) Vice Presidents. In the absence or disability or refusal to act of the President, the Vice Presidents in order of their rank as fixed by the President, or, if not ranked, the Vice President designated by the President, shall perform all of the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them, respectively, by the President or by this Agreement or by the Manager. (d) — Secretary. The Secretary shall keep or cause to be kept at the principal executive office of the Company, or such other place as the President may order, a book of minutes of all proceedings of the Members, with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present and the number of votes present or represented at Member meetings. The Secretary or an Assistant Secretary or, if they are absent or unable or refuse to act, any other officer of the Company shall give or cause to be given notice of all the Member meetings required by the Agreement or by law to be given, shall keep the seal of the Company, if any, in safe custody, and shall have such other powers and perform such other duties as may be prescribed from time to time by the President, this Agreement or the Manager. (e) ‘Treasurer. The’ Treasurer shall be the chief financial officer of the Company and shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Company. The Treasurer shall receive and deposit all monies and other valuables belonging to the Company in the name and to the credit of the Company and shall disburse the sime only in such manner as the President or the Manager may from time to time determine, shall render to the President or the Manager, whenever requested, an account of all his or her transactions as Treasurer and of the financial condition of the Company, and shall perform give coves EXHIBIT PAGE ee ne SR \\CORM34417.3 such further duties as may be prescribed from time to time by the President, this Agreement or the Manager. 4.4 Liability for Certain Acts. The Manager and officers shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care as an ordinarily prudent Person in a similar position would use under similar circumstances. Each Manager and — officer who so performs such duties shall not have any liability by reason of bemg or having been a Without limiting the generality of the preceding sentence, no Manager nor any officer in any way guarantees the retum of any Capital Contribution to a Member or the receipt of any Net Profits Distribution or other amount by the Members from the operations of the Company. : 4.5 No Exchisive Duty to Company. The Manager and officers shal] not be required to manage the Company as their sole and exclusive fonction and they may have other business interests and may engage in other activities in addition to those relating to the Company. Neither the Company nor any Member shall have any right pursuant to this Agreement to share or participate in such other business interests or activities or to the income or proceeds derived therefrom. No Manager, officer nor any Member shail incur any liability to the Company or any other Member as a result of engaging in any other business interests or activities in addition to those relating to the Company. 4.6 Indemnification. The Company shall indemnify and hold harmless the Manager, officers and Members from and against all claims and demands to the maximum extent permitted under the Florida Act. . 4.7 Resignation and Removal. Any Manager may resign at any time by giving written notice to the Company. The resignation of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member. Any Manager may be removed or replaced with or without cause by the vote or written consent of the Members holding a majority of the Percentage Interests. The removal of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of such Member. . : 4.8 Vacancies. Any vacancy occurring for any reason in the number of Managers may be filled ‘by the vote or written consent of at least a majority of the remaining Managers then in office; provided, however, that if there are no remaining Managers, each vacancy shall be filled by the vote or written consent of the Members holding a majority of the Percentage Interests. A Manager elected to fill a vacancy shall be elected for the unexpired term of the Manager's predecessor in office and shall hold _ office until the Manager's successor has been elected and qualified. A Manager chosen to fill a position. resulting from an increase in the number of ‘Members shall hold office untit the next annual meeting of Members and until a successor has been elected and qualified. . ARTICLE V CAPITAL CONTRIBUTIONS 5.1 Capital Contributions. Each Member shall contribute the amount set forth in Exhibit A to this Agreement as the Capital Contribution to be made by such Member. > EXHIBIT PAGE__LYF__ \\CORM34417.3 5.2 Additional Contributions. Upon the determination of the Manager, the Members shail contribute such additional capital to the Company as shall be required from time to time to meet the obligations of the Company not otherwise funded by operations of the Company. Such additional Capital Contributions shall be made by the Members within thirty (30) days written notice from the Manager pro- rata based on their Percentage Interest. Failure of a Member to pay its portion of the additional Capital Contribution shall subject such Member to the sanctions described in Section 5.9 of this Agreement. 53 Capital Accounts. Each Member shall have a Capital Account which shall be maintained in accordance with the miles set forth in Treasury Regulations Section 1.704(b)(2)G@v) which generally require that each Member's Capital Account shall be increased by the value of each Capital Contribution made by the Member, allocations to such Member of the Net Profits and any other allocations to such Member pursuant to the Code. Each Member's Capital Account will be decreased by the value of each Distribution made to the Member by the Company, allocations to such Member of Net Losses and other allocations to such Member pursuant to the Code. . 5.4 Transfers. Upon a Transfer of a Member's Percentage Interest in the Company in accordance with Article VIL, the Capital Account of the. Member transferring his or her Percentage Interests shall become the Capital Account of the Person to whom such Percentage Interest is sold or transferred in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). ; should be modified to comply with Section 704(b) of the Code, then the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic apreement between or among the Members. : 5.6 Deficit Capital Account. Except as otherwise required in the Florida Act or this Agreement, no Member shall have any liability to restore all or any portion ofa deficit balance in a Capital Account. 5.7 Withdrawal From Capital Accounts. Prior to the dissolution and liquidation of the Company, no Member shall be entitled to withdraw any part of its Capital Contribution or Capital Account, to receive interest on the Capital Contribution or to receive any Distribution from the Company except as provided in this Agreement. contribution to the Capital Account of the jending- Member or entitle. such Jending Member to any increase in its share of the Distributions or allocations of Net Profits of the Company. The interest rate on any such loan or advance shall be at the prime rate per annum (as published by the national bank which the Manager considers its primary bank) plus two percent (2%) unless otherwise approved by the shall not prevent a Member. from making additional Capital Contributions to the Company and thereby increasing such Member's Capital Account and share in Distributions and allocations under this Agreement. \WCORM34417.3 5.9 Default and Remedies. (a) It sball be an Event of Default if any Member fails to make, when due, any additional Capital Contribution required hereunder. Any Member who commits an Event of Default that is continuing is referred to herein as a "Defaulting Member" and any Member who has not committed a continuing Event of Default is referred to herein as a "Non-Defaulting Member". The Membership shall continue in being and shall not be terminated solely because of the occurrence of an Event of Default. (b) A Non-Defaulting Member shall have the right, but not the duty, during the continuance of an Event of Default, to advance to the Company the amount due from the Defaulting Member as a result of an Event of Default. Any amount so advanced by the Non-Defaulting Member may be treated as a Ioan by the Non-Defaulting Member to the Defaulting Member, and any amount due from the Defaulting Member not so advanced shall be treated as a Joan by the Company to the Defaulting Member. Any such loan shall be payable on demand, and shall bear interest at the rate of Prime Rate per annum plus two percent (2%) from the date the advance is made or the sum became owing, as appropriate, until repaid. The Non-Defaulting Member and the Company shall be entitled to recover, in addition to principal and interest, all costs including, without limitation, reasonable attorneys’ fees (including fees upon appeal) incurred in enforcing their rights under this Section 5.9, including, without limitation, their rights to be paid by the Defanlting Member. The amount of the Defaultng Member's obligation to the Non-Defaulting Member and the Company, including without limitation interest and costs, is referred to herein as the "Default Amount.” (c) In the event of an advance treated as a loan, the Non-Defaulting Member, or the Company, or both, whichever the case may be, shall have and are hereby granted a security interest in the Percentage Interest of the Defaulting Member in the Company to secure payment of the Default Amount and shall have all rights with respect thereto granted to a secured party under the Uniform Commercial Code as enacted in the State of Florida. This Agreement shall serve as a financing statement pursuant to the Uniform Commercial Code as enacted in the State of Florida. Additionally, the Defaulting Member shall execute such documents, including without limitation UCC-1's, as the Non-Defaulting Member or the Company, or both, shall reasonably require in order to further evidence and perfect any security interest arising hereunder. Nothing contained in this Article 5 shall in any way be construed to in any way limit the rights or remedies available to the Non-Defaulting Member, the Company, or both, whichever the case may be, in collecting the default amount from the Defaulting Member or in recovering damages from the Defaulting Member for breach of its obligation under this Agreement, it beg the intention of the parties hereto that the Non-Defaulting Member and the Company shall have all remedies available at law or im equity in collecting such Default Amount, recovering damages and taking other action against the Defaulting Member. (@® The Defaulting Member shall execute such deeds, easements, affidavits, leases, contracts, assignments and other documents a8 thé Nori-Defaulting Member(s): shall direct in order. to carry out the business of the Company or the rights of the Non-Defaulting Member(s) under this enforceable by specific performance. {e) Notwithstanding anything to the contrary contained in this Agreement, in the event of an advance treated as a loan, no cash or other property otherwise payable to the Defaulting Member pursuant to this Agreement shall be paid until the Default Amount has been satisfied. No 8 ADMINISTRATIVE COMPLAINT — exif ie PAGE [ A, WCORM34417.3 ‘Transfer of any Interest in the Company or the Company’s assets by the Defaulting Member will be effective unless all consideration received for such Interest is paid over and applied against the Default Amount. (63) All actions taken by the Members shall be deemed to have been taken unanimously if taken by all Non-Defaulting Members at the time. (g) The sanctions described in this Section 5.9 shall apply separately to each Event of Default. ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS 6.1 Net Profits. Except as provided in Section 6.3 of this Agreement, the Net Profits of the Company for each Fiscal Year shall be allocated to the Members to the Members in proportion to their Percentage Interests. 6.2 Net Losses. Except as provided in Section 6.3 of this Agreement, the Net Losses of the Company for each Fiscal Year shall be allocated to the Members in proportion to their Percentage Interests. Notwithstanding the foregoing, Net Losses shall not be allocated to any Member pursuant to this Section 6.2 to the extent that such allocation would cause such Member to have an deficit balance in its Capital Account at the end of such Fiscal Year (or increase any existing Capital Account deficit). In the event that some but not all of the Members would have Capital Account deficits as a consequence of an allocation of Net Losses pursuant to this Section 6.2, the limitation set forth in the preceding sentence shall be applied on a Member by Member basis and Net Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in accordance with the positive balances in such 63 Special Rules. (a) Minimum Gam Chargeback. Notwithstanding any other provisions of this Article VI, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member's share of the net decease in Company Minimum Gain, as determined under Treasury Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amount required to be allocated to each Member pursuant to this Section 6.3(a). The items to be so allocated shall be determined in accordance with Treasury Regulations each Member's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of this Agreement with respect to such Fiscal Year and without regard to any decrease in Company Minimum Gain during such Fiscal Year. Minimum Gain ack. Notwithstanding any other provision of this Article VI (except Section 6.3(a)), if there is a net decrease in Company Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Year, each Member who has a share of the Company Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations 9 2sNiexyipit_4 NCORM34417,3 ~ i 7S 7 if necessary, subsequent years) in an amount equal to such Member's share of the net decrease in Company Minimum Gain attributable to such Partner Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(3)(5). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to this Section 6.3(b). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(i)(4). This Section 6.3(b) is intended to comply with the minimum gain chargeback requirement in such Treasury Regulations Section and shall be interpreted consistently therewith. Solely for purposes of this Section 6.3(b), each Member's Adjusted Capital Account Deficit shall be determined prior to any other allocations pursuant to Section 6.1 of this Agreement with respect to such Fiscal Year, otber than allocations pursuant to Section 6.3(a) of this Agreement. (c) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)Gi(G)(4),_1.704- 1(b)(2)Gi)(4)(5), or 1.704(1)(b)(2)(ii)(@)(6), and after giving effect to the allocations required in Section 6.3(a) and Section 6.3(b) of this Agreement, such Member has an Adjusted Capital Account Deficit, items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, such Member's Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. (d) Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Members in accordance with their relative-Capital Accounts. (e) Partner Nonrecourse Deductions. Any Partner Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(2). (f) Regulatory Allocations. The Regulatory Allocations are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all _ Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction. pursuant to this Article VI. Therefore, notwithstanding any other provision of this Article VI (other than the Regulatory Allocations), the Manager shall make such offsetting special allocations of Company income, gain, Joss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member's Capital Account balance is, to the extent ible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Sections 6.1 and 6.2. In exercising its discretion under this Section, the - Manager-shall.take into. account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made. 64 General Provisions. Whenever a proportionate part of Net Profit or Net Loss is credited or charged to-a Member's Capital Account, every item of income, gain, loss, deduction or credit entering into the computation of such Net Profit or Loss or applicable to the period during which such Net Profit _ or Net Loss is realized, shall be considered credited or charged, as the case may be, to such account in the same proportion. vrs between a Member and its transferee, unless otherwise agreed by them or with respect to the Members upon the admission of the Members, Net Profits and Net Losses for any Fiscal Year (or portion thereof as the case may be) shall be determined by an interim closing of the Company's WCORM34417.3 books and records, as if the Fiscal Year had closed on the day prior to the date of transfer or admission, as the case may be, and the Members who have been admitted shall be allocated Net Profits and Losses with respect to the period commencing with the day of Transfer or admission. 6.5 Distributions. The Manager may from time to time, in its discretion, make Distributions to the Members. Except as otherwise set forth in Article IX, Distributions. shall be made to the Members in pro rata in accordance with their Percentage Interests. : 6.6 Offset. The Company may offset all amounts owing to the Company by a Member against any Distribution to be made to such Member. 6.7 Limitation Upon Distributions. ‘No Distribution shall be declared and paid unless, after such Distribution is made, the assets of the Company are in excess of all liabilities of the Company. 6.8 Distribution of Assets in Kind. If any assets of the Company are distributed in kind, such assets shall be distributed to Members entitled to such assets as tenants in common in the same proportions in which such Members would have been entitled to cash distributions if there were a sale of such assets. , , ARTICLE VID TAXES 7.1 Tax Retums. The Manager shall cause to be prepared and filed all necessary federal and state income tax returns for the Company. Each Member shall furnish to the Manager all pertinent information in its possession relating to Company operations that is necessary to enable the Company's-income tax Tetums to be prepared and filed. . 7.2Tax Matters Member. The Company has designated the Manager to serve as the Tax Matters Partner for the Company. The Manager has agreed to act as a liaison between the Company and the Internal Revenue Service in connection with all administrative and judicial proceedings involving tax controversies of the Company and has agreed to assume all the rights and duties of a Tax Matters Partner as set forth in the Code and the Treasury Regulations. : 7.3 Tax Elections. The Manager may make the following elections on the appropriate tax retums: © , (2) To adopt the calendar year as the Fiscal Year or such other fiscal year as deemed appropriate and in the best interest of the Members; (b) To adopt such method of accountifig as deemed to be appropriate and keep the Company's books and records in accordance with such accounting method; : (c) If a Distribution as described im Section 734 of the Code occurs or if a transfer of a Percentage Interest described m Section 743 of the Code occurs, upon the written request of any Member, to elect to adjust the basis of the property of the Company pursuant to Section 754 of the Code; 11 WCORM34417.3 (@ To elect to amortize the organizational expenses of the Company and the start-up expenditures of the Company under Section 195 of the Code ratably over a period of sixty (60) months as permitted by Section 709(b) of the Code; and (e) Any other election that the Manager may deem appropriate and in the best interests of the Members. Neither the Company nor any Member may make an election for the Company to be excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Code or any similar provisions of applicable state law, and no provisions of this Agreement shall be interpreted to authorize any such election. ARTICLE VI TRANSFERABILITY 8.1 Transfer of Interests of a Member. (a) Except as otherwise provided in Sections 8.2 and 8.3, a Member or the transferee of a Member may Transfer all or part of its jnterest in the Company if the following conditions are met: (i) the transferee executes an instrument reasonably satisfactory to the Manager accepting and adopting the provisions and agreements set forth herein; (ii) (a) the Transfer is intended by the Member (or any trustee or beneficiary of a Member that is a trust) for estate planning purposes and such Transfer is to any eee Member (or the beneficiaries of any Member that is a trust) or any immediate family benefit of the Member or his or ber immediate family members or (b) the Manager consents to such Transfer; and (iii) if requested by the Manager, the transferor Member obtains a legal opinion acceptable to counsel for the Company that (1) such Transfer would not result in the close of the Fiscal Year with discretion, (i) the Manager obtains the written consent of any other party whose consent to such Transfer is required, and (iii) such transferee executes an instrument reasonably satisfactory to the Manager accepting and adopting the terms and provisions of this Agreement and pays any reasonable expenses in comnection with its admission as 2 substitute Member. Upon admission as 2 substitute Member, the transferee, to the extent of the Percentage Interest transferred, shall have all voting and other rights and powers held by the former Member transferring such interest in the Company. . _ (b) As evidence of the limitations on Transfer discussed above, a legend shall be placed on each certificate or other document evidencing an interest in the-Company stating that such interest has not been. registered under the Securities Act of 1933 and cross-referencing the Limitations on resale contained in this Section 8.1. In addition, the Company shall make an appropriate notation in the records of the Company regarding the prohibition of Transfer of interests in violation of this Section. Moreover, any new certificates issued upon Transfers of such interests in the Company shall bear a similar legend and be subject to a similar notation. ‘Whether a proposed transferee or pledgee of any interests is a bona fide resident of the State of Florida shall be determined in the sole and absolute discretion of the Manager and the Manager may conclusively rely on the opinion of its counsel. : 12 NCORM34417.3 (c) Any Transfer of Interests made or attempted to be made in contravention of the restrictions of this Section 8.1 is void. 8.2 Death of a Member. The death, dissolution, bankruptcy or insolvency of a Member shall not dissolve or terminate the Company. In the event of the death of a Member, except as hereinafter provided in this Section 8.2, the executor or administrator of such Member's estate shall succeed to his interests in the Company and shall be liable for all the liabilities and obligations of the deceased Member under this Agreement, but shall have the right to become a substituted Member only in accordance with the provisions of Section 8.1. Any Transfer by such executor or administrator of any part of the Interest of a deceased Member shall be governed by Sections 8.1 and 8.3. For the purpose of settling the estate of the deceased Member, the executor or administrator shall have only such rights of a Member as are necessary for such purpose. 8.3 Effectiveness of Transfer. (a) The Transfer by a Member or a transferee of a Member, with the consent of the Manager, of all or part of its interest in the Company shall become effective on the first day of the month following receipt by the Manager of evidence of such Transfer in form and substance reasonably satisfactory to the Manager and a Transfer fee sufficient to cover all reasonable expenses of the Company connected with such Transfer and provided that the Manager has consented to such Transfer is required under Section 8.1; and provided further that the Manager may, in its sole discretion, establish an earlier effective date for the Transfer if requested to do so by the transferor or transferee. (b) No Transfer of any interests in the Company or any part thereof which is in violation of this Article shall be valid or effective, and the Company shall not recognize the same for the purposes of allocating Net Profits and Net Losses or making Distributions in accordance with Article VL The Company may enforce the provisions of this Article either directly or indirectly or through its agents by entering an appropriate stop transfer order on its books or otherwise refusing to register or transfer or ; permit the registration or transfer on its books of any proposed Transfers not in accordance with this Article VIL , Company's books, the Manager may proceed as if no Transfer has occurred. Unless the transferee ; Member upon registration of a Transfer of such Member's interest in the Company on the Company's ARTICLE IX DISSOLUTION 9.1 Dissolution. The Company shall be dissolved and its affairs shall be wound up pursuant to the Florida Act upon the first to occur of the following: (a) The vote of the Members holding 60% or more of the Percentage Interests; , 13 \CORM34417.3 (b) The entry of a decree of judicial dissolution; or (c) Any event which causes dissolution of the Company under the Florida Act. 9.2 Articles of Dissolution. Within ninety (90) days following the dissolution and the commencement of winding up of the Company, articles of dissolution shall be filed with the Florida Secretary of State pursuant to the Florida Act. 9.3 Deficit Capital Account. Upon a liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(@), if any Member has a deficit in its Capital Account (after giving effect to all Capital Contributions, Distributions, allocations and other adjustments for all Fiscal Years, including the Fiscal Year in which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of any Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose. 9.4 Winding-Up and Liquidation. As soon as practicable after any event of dissolution, the Manager shall proceed to wind up and liquidate the Company as follows: (a) proceed to collect its assets; (b) pay, satisfy, or discharge its liabilities and obligations or make reasonable provisions for the payment or discharge thereof, and (c) convey and dispose of such of its assets as are not to be distributed in kind to the Members; (d) distribute any assets of the Company determined to be distributed in kind; and . (e) do all other acts required to liquidate the Company's business and affairs in accordance with the Act. : 9.5 Distributions to the Members Upon Dissolution. After paying or discharging all its obligations or making adequate provisions for payment or discharge thereof, the remaining assets shall be distributed to the Members in proportion to their Percentage Interests. ‘payment or discbarge of the debts and liabilities of the Company is insufficient to return any Capital Contribution of any Member, such Member shall have no recourse against any other Member. 14 NCORM34417.3 ARTICLE X GENERAL PROVISIONS 10.1 Amendments. This Agreement contains the entire agreement among the Members and s and replaces all previous agreements whether oral or written. This Agreement may be amended or altered only by a written agreement signed by the Members. 10.2 Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa. 10.3 Headings. The headings im this Agreement are for convenience only and shall not be used to interpret or construe any provision of this Agreement. 10.4 Waiver. No failure of a Member or the Manager to exercise, and no delay by a Member or the Manager in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy. No waiver by a Member or the Manager of any such right or remedy under this Agreement shall be effective unless made in a writing duly executed by that Member or the Manager and specifically referring to each such right or remedy being waived. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under aj icable law. Each and every clause of this Agreement shall be severable from each other. In the event that any particular clause herein shall be held invalid and null and void in any judicial proceeding, such finding shall no effect on the remaining clauses and the invalid provisions sball be modified and interpreted as necessary and reasonable to most closely approximate the parties’ intent as evidenced by this Agreement as a whole. Se LN 10.6 Binding Effect. This Agreement shall be binding upon and inure to the benefit of all Members and each of the successors and permitted assigns and transferees of the Members. 10.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. 10.8. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to its conflict or choice of law mules. WCORM34417.3 IN WITNESS WHEREOF, the individuals and duly authorized representatives signing this Agreement below conclusively evidence their agreement to the terms and conditions of this Agreement by se cipning this Agreement as ofthe date first set forth herein, effective November 1, 2005. : COMPANY: YCP-MAYPORT If, LLC, a Florida limited liability company BY: VESTCOR, INC.,a Florida corporation, its Manager By: Mark T. Farrell, President MEMBERS: me yra J. NEIL ROOD, TRUSTEE OF THE JOHN D. ROOD IRREVOCABLE GSpTRUST U/A/D 10/9/00 ‘TEE OF THE JAMIE A. ROOD , TR . GST TRUST U/A/D 2/19/01 .. OF JOHND D. ROOD UST U/A/D 1/26/88 JOHN D. ROO! REVOCAB! VESTCOR EXECUTIVE PARTNERSHIP 2005, LLLP, a Florida limited liability limited i BY: VESTCOR, INC., a Florida corporation, its Manager By: Mark T. Farrell, President DONALD M. WOLFSON _EXHIBIT_'YZ__> AN page 154 WCORM34417.3 IN WITNESS WHEREOF, the individuals and duly authorized representatives signing this Agreement below conclusively evidence their agreement to the terms and conditions of this Agreement by so signing this Agreement as of the date first set forth herein, effective November 1, 2005. COMPANY: VCP-MAYPORT H, LLC, a Florida limited liability company BY: VESTCOR, INC., a Florida corporation, its Manager By: 7 Mark T. Farrell, President MEMBERS: J. NEIL ROOD, TRUSTEE OF THE JOHN D. ROOD IRREVOCABLE GST TRUST U/A/D 10/9/00 a JOHN D. ROOD, TRUSTEE OF THE JAMIE A. ROOD IRREVOCABLE GST TRUST U/A/D 2/19/01 ee JOHN D. ROOD, TRUSTEE OF JOHND D. ROOD REVOCABLE TRUST U/A/D 1/26/88 VESTCOR EXECUTIVE PARTNERSHIP 2005, LLLP, a Florida limited liability limited partmership BY: VESTCOR, INC., a Florida corporation, its Manager Mark T. Farrell, President DONALD M. WOLFSON WCOR\434417.3 MANAGER: VESTCOR, INC., a Florida corporation By: Mark T. Farrell, President 17 VE COMPLanyy EXHIBIT Y yoor ween? “! PAGE /S@_ EXHIBIT A CAPITAL CONTRIBUTIONS AND MEMBERSHIP INTERESTS Name ; Contribution Interest J. Neil Rood, Trustee of the John D. Rood $ 277.50 27.75% Irrevocable GST Trust wa/d 10/9/00 3020 Hartley Road, Suite 300 Jacksonville, Florida 32257 John D. Rood, Trustee of the Jamie A. Rood $ 275.00 27.50% Irrevocable GST Trust w/a/d 2/19/01 , 3020 Hartley Road, Suite 300 Jacksonville, Florida 32257 John D. Rood, Trustee of the John D. Rood $ 297.50 . 29.75% Revocable Trust w/a/d 1/26/88 3020 Hartley Road, Suite 300 Jacksonville, Florida 32257 Donald M. Wolfson : $ 5000 — 5.00% 10151 Deerwood Park Blvd. . Building 200, Suite 250 Jacksonville, FL 32256 Vestcor Executive Partnership 2005, LLLP $ 100.00 10.00% - 3020 Hartley Road, Suite 300 Jacksonville, Florida 32257 18 WCORM34417.3 WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING OF THE MEMBERS OF VCP-MAYPORT I, LLC The undersigned, constituting all of the membets of VCP-MAYPORT II, LLC, a Florida limited liability company, hereby consent to the adoption of the following resolutions and the actions represented or authorized by such resolutions, in the capacity as stated above, all pursuant to the Florida Limited Liability Company Act, without necessity of a formal meeting: 1. Organizational Meeting. This Written Consent is executed in lieu of the holding of an organizational meeting. | 2. Filing of Articles of Organization. Mark T. Farrell, as authorized representative, executed the Articles of Organization of VCP-MAYPORT I, LLC, (the “Company”), and the same were electronically filed with the Secretary of State of the State of Florida. The following resolution is hereby adopted: BE IT RESOLVED, that the Articles of Organization as filed on October 26, 2005, by the Secretary of State of the State of Florida be placed in the record book of the Company as the first item. 3. Operati: eement, The following resolutions hereby are adopted with respect to ‘the Operating Agreement of this Company: BE IT RESOLVED, that the Operating Agreement presented to the Company be, and the same hereby is, adopted by the Members as the Operating Agreement of the Compariy in the form presented to the undersigned; and FURTHER RESOLVED, that the original Operating Agreement be placed in the minute book of the Company immediately following the Company’s Articles of Organization. 4. Election of Manager. The following resolution is hereby adopted with respect to the election of the Manager of the Company: WCORM34399.2 ; a RHE acta Ve COMP Lan pew __PAG E_J/3@ BE IT RESOLVED, that Vestcor, Inc. is hereby appointed as the initial Manager of - the Company to serve until the appointment of its successor at the next annual meeting of the Members of the Company, or until its earlier removal, resignation, or dissolution. 5. Registered Agent Mark T. Farrell, designated as the registered agent for the Company at the time of the filing of its Articles of Organization, is hereby confirmed as registered agent with the following resolution: BE IT RESOLVED, that Mark T. Farrell be, and the same hereby is, confirmed as the registered agent for the Company to serve until the designation of his successor by the Members of the Company. ~ 6. Registered Office. The address of 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257, designated as the registered office of the Company at the time of filing the Company's Articles of Organization, is hereby confirmed as the registered office with the following resolution: BE IT RESOLVED, that the address of 3020 Hartley Road, Suite 300, Jacksonville, Florida 32257, be, and the same hereby is, designated as the registered office for the _ Company. : 7. Tax Status. The Members acknowledge that the Company will be taxed as a partnership for federal income tax putposes. 8. Depository. In view of the Company’s need for a depository for its funds, the following resolutions ate hereby approved and adopted in their entixety: BE IT RESOLVED, that the Manager (“Authorized Officer") hereby is authorized, from time to time in the name of and on behalf of the Company to open, modify and maintain any account(s) with any bank and to enter into-agreements with any . bank with respect to any banking services for such periods, upon such terms and with such signers, endorsers and security as the Authorized Officer from time to . time holding office may deem advisable; and that any Authorized Officer or any employee designated by an Authorized Officer hereby is authorized in the name of and on behalf of the Company or any of its subsidiaries to make, collect, discount, negotiate, endorse, assign, transfer and deposit all checks, drafts, notes, other negotiable paper, or payments to be made upon and according to the check of the Company, to give written or oral instructions to the bank with respect to such accounts, to execute and deliver any and all instruments necessary or desired by the WCORM34399.2 bank to effect the foregoing and to take any and all such other actions necessary or _ advisable and appropriate in connection with bank accounts; and FURTHER RESOLVED, that if any bank requires that a prescribed form of resolution or resolutions be adopted by the Members, each such resohntion hereby is adopted and ratified by this resolution, and that the Manager of the Company is hereby authorized to certify the adoption of all such resolutions as though such resobitions were now presented to be inserted into the minute book of the Company on pages next following these mimutes. IN WITNESS WHEREOEF, the undersigned have executed this Written Consent effective as of the 1" day of November, 2005. ee J. Neil Rood, Trustee of John D. Rood Imevocable John B Rood, ‘Jamie A. Rood GST Ti 'a/d 10/9/00, Member Irrevocable GST Trust u/a/d 2/19/01, Member John D. Rood, Trustee of John D. Rood Revocable Trust u/a/d 1/26/88, Member Donald M. Wolfson, Member . VESTCOR EXECUTIVE PARTNERSHIP 2005, LLLP, a Florida limited Hability limited partnership, Member BY: VESTCOR, INC., a Florida corporation, its General Partner . By: Mark T. Farrell, President WCORM34399.2 o mele bank to effect the foregoing and to take any and all such other actions necessary or advisable and appropriate in connection with bank accounts; and FURTHER RESOLVED, that if any bank requires that a prescribed form of resolution or resolutions be adopted by the Members, each such resolution hereby is adopted and ratified by this resolution, and that the Manager of the Company is hereby authorized to certify the adoption of all such resolutions as though such resolutions were now presented to be inserted into the minute book of the Company on pages next following these minutes. IN WITNESS WHEREOF, the undersigned have executed this Written Consent effective _ as of the 1* day of November, 2005. J. Neil Rood, Trustee of John D. Rood Irrevocable John D. Rood, Trustee of Jamie A. Rood GST Trust u/a/d 10/9/00, Merober Imevocable GST Trust u/a/d 2/19/01, Member John D. Rood, Trustee of John D. Rood Donald M. Wolfson, Member Revocable Trust u/a/d 1/26/88, Member VESTCOR EXECUTIVE PARTNERSHIP 2005, LLLP, a Florida limited liability limited partnership, Member BY: VESTCOR, INC., a Florida corporation, its General Partner Bp HE Mark T. Farrell, President WCORM34399.2 IN WITNESS WHEREOF, the individuals and duly authorized representatives signing this Agreement below conclusively evidence their agreement to the terms and conditions of this Agreement by so signing this Agreement as of the date first set forth herein, effective November 1, 2005. COMPANY: VCP-MAYPORT I, LLC, a Florida limited liability company BY: VESTCOR, INC., 2 Florida corporation, its Manager By: Ww Mark T. Farrell, President MEMBERS: oO J. NEIL ROOD, TRUSTEE OF THE JOHN D. ROOD IRREVOCABLE GST TRUST U/A/D 10/9/00 a JOHN D. ROOD, TRUSTEE OF THE JAMIE A. ROOD JRREVOCABLE GST TRUST U/A/D 2/19/01 . ee JOHN D. ROOD, TRUSTEE OF JOHND D. ROOD REVOCABLE TRUST U/A/D 1/26/88 VESTCOR EXECUTIVE PARTNERSHIP 2005, LLLP, a Florida limited liability limited parmership BY: VESTCOR, INC., 2 Florida corporation, its Manager By: / ’ Mark T. Farrell, President ars ya. woh DONALD M. WO. ON 16 WCORM34417.3 bank to effect the foregoing and to take any and all such other actions necessary or advisable and appropriate in connection with bank accounts; and FURTHER RESOLVED, that if any bank requires that a prescribed form of resolution or resolutions be adopted by the Members, each such resolution hereby is adopted and ratified by this resolution, and that the Manager of the Company is hereby authorized to certify the adoption of all such resolutions as thongh such resolutions were now presented to be inserted into the minute book of the Company on pages next following these minutes. IN WITNESS WHEREOF, the undersigned have executed this Written Consent effective as of the 1" day of November, 2005. oe J. Neil Rood, Trustee of John D. Rood Irrevocable John B Rood, ‘Jamie A. Rood 'a/d 10/9/00, Member Trrevocable GST Trust u/a/d 2/19/01, Member (2c ML) John D. Rood, Trustee of John D. Rood Donald M. Wolfson, Member Revocable Trust u/a/d 1/26/88, Member mo, VESTCOR EXECUTIVE PARTNERSHIP 2005, LLLP, a Florida limited ability limited pattnership, Member BY: VESTCOR, INC, 2 Florida corporation, its General Partner : . By: “Mark T. Farrell, President \\CORM34399.2 bank to effect the foregoing and to take any and all such other actions necessary or advisable and appropriate in connection with bank accounts; and FURTHER RESOLVED, that if any bank requires that a prescribed form of resolution or resolutions be adopted by the Members, each such resolution hereby is adopted and zatified by this resolution, and that the Manager of the Company is hereby authorized to certify the adoption of all such resolutions as though such resolutions were now presented to be inserted into the minute book of the Company on pages next following these minutes. IN WITNESS WHEREOF, the undersigned have executed this Written Consent effective _ as of the 1" day of November, 2005. J. Neil Rood, Trustee of John D. Rood Inrevocable John D. Rood, Trustee of Jamie A. Rood GST Trust u/a/d 10/9/00, Member Irrevocable GST Trust n/a/d 2/19/01, Member , John D. Rood, Trustee of John D. Rood Donald M. Wolfson, Member : Revocable Trust u/a/d 1/26/88, Member VESTCOR EXECUTIVE PARTNERSHIP 2005, LLLP, a Florida limited liability limited parmership, Member BY: VESTCOR, INC., a Florida corporation, its General Partner by LE Mark T. Farrell, President \CORM34399,2 IN WITNESS WHEREOF, the individuals and duly authorized representatives signing this Agreement below conclusively evidence their agreement to the terms and conditions of this Agreement by so-sipning this Agreement as of the date first set forth herein, effective November 1, 2005. : COMPANY: VCP-MAYPORT If, LLG, a Florida limited liability company BY: | VESTCOR, INC., a Florida corporation, its Manager By: Mark T. Farrell, President MEMBERS: ey J, NEIL ROOD, TRUSTEE OF THE JOHN D. ROOD GSgTRUST U/A/D 10/9/00 VESTCOR EXECUTIVE PARTNERSHIP 2005, LLLP, a Florida limited liability limited partnership BY: VESTCOR, INC., a Florida corporation, its Manager By: Mark T. Farrell, President DONALD M. WOLFSON WCORM344173 AGREEMENT FOR SALE AND PURCHASE OF PROPERTY . (Unimproved Property) THIS AGREEMENT FOR SALE AND PURCHASE OF PROPERTY by and between HAROLD DEWAYNE WILLIAMS, (the "Seller") and THE VESTCOR COMPANIES, INC.; a Florida corporation, or its assignee (the "Purchaser") is entered into and effective on the date it is signed by the last party to sign (the "Effective Date"). IN CONSIDERATION of the mutual covenants of the parties set forth in this instrument and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: L AGREEMENT TO SELL: PURCHASE PRICE 11 Agreement to Sell and Convey. Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase from Seller, subject to the terms and conditions set forth below: (a) The tract of land located on Ocean Street in Duval County, Florida and more particularly described on the attached Exhibit A (the "Land"), together with all rights pertaining to the Land including but not limited to all subsurface rights, any right, title and interest of Seller to adjacent streets, roads, alleys, or rights-of-way, any riparian rights of Seller and any easements, express or implied, benefiting the Land. (6) All intangible personal property pertaining to the Land owned by Seller including, but not limited to, all contract rights, licenses, pemnits, deposits, utility service or capacity agreements or reservations, sign easements or licenses, and other similar intangibles. Unless the context clearly requires otherwise, the property described in Sections 1.1(a) and 1.1(b) shall be referred to collectively as the "Property". 1.2 Purchase Price and Escrow Deposit. The total purchase price to be paid by Purchaser to Seller for the Property shall be Two Million Seven Hundred Thousand and No/100’s ($2,700,000.00) (the "Purchase Price"). The Purchase Price shall be payable as follows: (a) __ Purchaser shall deposit Twenty-Five Thousand and No/100 Dollars ($25,000.00) (the "Initial Deposit") in the form of a certified or cashier's check or wire transfer within twenty- four (24) hours after the Effective Date with Pappas Metcalf Jenks and Miller, P-A., whose . address is 245 Riverside Avenue, Suite 400, Jacksonville, Florida 32202, attention G. Todd Cottrill, Esquire (the "Escrow Agent"). exHipit_f NPAGE___/ 66 {00111669.D0C.2} aise us es g ___— (b) _In the event that Purchaser decides to proceed with acquisition of the Property, then Purchaser shall deposit an additional Twenty-Five Thousand and No/100 Dollars ($25,000.00) in the form of certified or cashier’s check or wire transfer with Escrow Agent on or before expiration of the feasibility period described in Section 2.2 (the "Additional Deposit"). The Initial Deposit and the Additional Deposit, if made, together with any interest earned on the deposits shall be referred to collectively as the "Escrow Deposit." (c) At Closing, Purchaser shall deposit with the Escrow Agent the additional payment necessary to complete payment of the Purchase Price after closing costs, credits and.adjustments. The additional payment shall be made in the form of a certified or cashier's check or by wire transfer. 13 Disposition of Deposits. At Closing the Escrow Deposit shall be credited in partial payment of the Purchase Price. Except as otherwise specifically required elsewhere in this Agreement, in the event that this Agreement terminates before Closing, the Escrow Agent shall promptly refund the Escrow Deposit to the Purchaser unless such termination results from a default by the Purchaser in performing its obligations under this Agreement in which event the Escrow Agent shall deliver the Escrow Deposit to the Seller. 11h FEASIBILITY PERIOD AND CONTINGENCIES 2.1 Delivery. of Exi: Title, Suryey and Other Pro Information. Within ten (10) days after the Effective Date, Seller shall deliver to Purchaser: @ The most current title insurance policy or title insurance commitment applicable to the Property in the possession of Seller, together with copies of recorded instruments described or referred to in the policy or commitment. (i) Copies of any boundary surveys, environmental audits, wetland jurisdictional determinations, soil test reports, endangered species surveys, engineering studies, or other similar written information about the physical condition of the Property in the possession of Seller. (iii) Copies of any existing governmental permits or approvals applicable to the Property. (iv) Copies of any contracts, commitments, leases or licenses applicable to the Property. 7 Siem 1 4%. og __ PAGE ee PAGE 2.2 Inspection and Feasibility Period. Purchaser shall have one hundred eighty (180) days from and after the Effective Date within which to evaluate the Property and the feasibility of Purchaser's consummation of the transaction contemplated in this Agreement (the "Feasibility Period"). During the Feasibility Period the Purchaser shall have the right to undertake all investigations that the Purchaser deems necessary to fully evaluate the Property including, specifically, the right to: (a) obtain an environmental audit of the Property and to contact or have its environmental consultants contact the Florida Department of Environmental Protection, the United States Environmental Protection Agency and any other similar governmental authority to determine whether the files and records of any such agency include records indicating that the Property is or has been contaminated; (b) _ inspect the Property for evidence of hazardous or other toxic waste contamination or contamination by fuels, oils, or other similar substances: (c) obtain a wetland jurisdictional determination from its environmental consultants and to seek validation of the jurisdictional determination by the St. Johns River Water Management District and United States Anny Corps of Engineers; (d) _ obtain soil tests; (©) survey the property for the presence of endangered or threatened species or species of special concer; () meet with representatives of the appropriate local government and utility provider to determine the availability of adequate public facilities to meet the local government's concurrency requirements, to determine the availability and cost of utility service, to determine the comprehensive plan designation of the Property and the likelihood of success of a rezoning request, (g) — Seller shall fully cooperate with the Purchaser in connection with Purchaser's inspection of the Property: (h). engage in promotional and marketing activities for Purchaser’s Intended Use for the Property, including, but not limited to, taking reservations and contracts related to the Purchaser’s condominium project to be located on the Property: and ; @ Communicate with the Internal Revenue Service regarding the federal tax lien described in Section 2.7 below. 2.3 Indemnity for Damages Caused by Inspection. Purchaser hereby indemmifies and holds Seller harmless from and against any and all claims, demands, losses, costs, damages, expenses or liabilities such as personal injury or Y | sBXHIBIT_L— ne PAGES snasseren Arty a Property damage claims, and mechanic's or other liens including reasonable attomeys' fees caused by or incurred in connection with Purchaser's inspection of the Property except for claims arising as a result of misconduct or negligence of Seller. 2.4 Termination by Purchaser. Purchaser shall have the right at any time during the Feasibility Period, up to and inchiding 5:00 p.m. Eastern Standard Time on the last day of the Feasibility Period, to terminate this Agreement for any reason which the Purchaser in its sole discretion deems appropriate, or for no reason. Upon delivery of written notice of termination to Seller or failure of Purchaser to make the Additional Deposit required in Section 1.2(b) above, prior to the expiration of the Feasibility Period, this Agreement shall be null and void and the parties shall have no further Tights or obligations, except as set forth in this Section 2.4. 25 Contingency for Zoning and Concurrency. Purchaser's obligation to close this tramsaction shall be contingent upon final rezoning of the Property and receipt of all necessary govemmental approvals and permits (including, but not limited to, a final determination of concurrency) (together, the “Required Approvals”) as necessary to allow the Property to be developed as a condominium/retail project containing at least forty-two (42) units with an acceptable retail component on the first floor of the condominium project (“Purchaser’s Intended Use”). The Required Approvals shall not be deemed to be obtained until expiration of applicable appeal periods without appeal. Seller shall cooperate with the Purchaser in its efforts to obtain the Required Approvals and shall execute any required owner's authorizations to enable Purchaser to submit applications for the Required Approvals. If Purchaser is unable to obtain the required rezoning and concurrency determination ‘one or before the Closing Date at 1:00pm Eastem Standard Time, Purchaser shall provide Seller Written notice of its election to either, (i) terminate this Agreement and receive a full refund of the Escrow Deposit or (ii) waive the contingency for the Required Approvals and proceed to Closing. Failure to provide written notice of the election to Seller before such time shall be deemed to be a waiver of the contingency. 2.6 Marketing. Seller acknowledges that Purchaser may freely market and advertise the future development of Purchaser’s Intended Use. Additionally, Purchaser make take reservations and contracts for condominium units and may file condominium documents with the Division related to the proposed Condominium. 2.7 Federal Tax Lien. Seller acknowledges that the Property is subject to the federal tax lien against Seller attached as Exhibit B. Seller authorizes Purchaser to communicate with the Intema!l Revenue Service regarding the federal tax lien and shall execute any document required by the Internal sans ivecanan a 4 Revenue Service necessary to authorize Purchaser’s communication with the Internal Revenue Service regarding this matter. Seller is obligated to have the federal tax lien satisfied and released on or before Closing. Seller shall provide Purchaser within three (3) days of receipt by Seller, copies of any notice Seller receives from the Internal Revenue Service regarding the attached lien, any new lien filed by the Internal Revenue Service, or any other mortgage, lien or encumbrance affecting the Property or. OL TITLE AND SURVEY 3.1 Title. (@) ‘During the Feasibility Period, Purchaser shall obtain, at Seller's expense, a commitment for an owner's title insurance policy from Chicago Title Insurance Company or other title company authorized to do business in Florida acceptable to Purchaser (the "Title Company") providing for the issuance to the Purchaser upon the recording of the deed provided for in this Agreement, an ALTA fee policy of title insurance (Form B) in the amount of the Purchase Price insuring the Purchaser's title to the Property (the "Title Commitment”). In the event that this Agreement terminates before closing for any reason other than default by the Seller, Purchaser shall pay the Title Company any search fee or other cancellation charge required under the terms of the Title Commitment. (b) If the Title Commitment (or survey as provided below) contains exceptions other than the usual printed exceptions, utility easements which do not interfere with use of the Property, any mortgage or security interest to be assumed or taken “subject to” under Section 1.2 above, and ad valorem real estate taxes for 2005 and subsequent years or requirements other than the normal and customary requirements such as delivery and recordation of the deed from Seller and delivery of a Seller's affidavit, then the Purchaser may notify the Seller of Purchaser's objections to any such matters (the "Title Objections"). Any title matters existing as of the Effective Date and reflected in the Title Commitment or Survey not objected to by Purchaser during the Feasibility Period shall become "Permitted Exceptions.” (c) Purchaser may elect to make the Additional Deposit and to proceed with consummation of the purchase subject to removal of the Title Objections prior to Closing. In that event, Seller shall use due diligence to remove the Title Objections but shall not be required to prosecute lawsuits to do so. Seller shall have a period of thirty (30) days after receipt of Purchaser's notice of Title Objections within which to remove the Title Objections and furnish to Purchaser and Title Company evidence satisfactory to the Title Company that the Title Objections have been removed or to notify Purchaser that the Seller is unable, after the exercise - of due diligence, to remove the Title Objections. If, after the exercise of due diligence, Seller fails or is unable to remove the Title Objections, Purchaser shall have ten (10) days after the expiration of Seller's period for removing the Title Objections within which to elect, at Purchaser's sole option, among the following alternatives: @ Accept title to the Property in its then existing condition with a diminution of the Purchase Price in the amount of any monetary liens or monetary encambranees against the Property and if AAT E16AA DOC 23 Purchaser so deducts the amount of such monetary lien or monetary encumbrance, Purchaser shall be deemed to have assumed and agreed to pay the amount thereof (provided, however, that Purchaser shall not be entitled to a diminution in the Purchase Price for non-monetary exceptions or defects such as easements, encroachments and the like); or , Gi) =‘ Terminate this Agreement by written notice to Seller upon which the Escrow Deposit shall be refimded to Purchaser by Escrow Agent. If Purchaser elects to accept. title notwithstanding Title Objections under subsection . 3.1(b)(i) above, then al] matters shown on the Title Commitment and not removed prior to such acceptance shall become “Permitted Exceptions." 3.2 Survey, (a) ‘Purchaser shall cause a surveyor (the “Surveyor”) to prepare, at Seller’s expense, and deliver to Seller and Purchaser a current or recertified survey of the Property (the “Survey”) on or before forty-five (45) days after the expiration of the Feasibility Period. The survey will conform to the Minimum Technical Standards for land surveying promulgated pursuant to Section 472.27, Florida Statutes, and will show and describe the exterior boundaries and corner markers or monuments of the Property, the size and location of all improvements and structures upon the Property, any encroachments, easements, rights-of-way or other conditions to which the land is subject, and the legal description and area of the Property. . (b) ‘If the Survey, or any update thereto, shows any encroachment, hiatus, or other condition which could affect the marketability of title to the Property or which could have a material effect upon the use and development of the Property, Purchaser shall have the right to object to such condition as a Title Objection pursuant to the provisions of Section 3.1(b) of this Agreement so long as such objection is delivered to Seller within the Feasibility Period. After approval of the Survey by Seller and Purchaser, the legal description of the Property for all . purposes under this Agreement will be as set forth in the Survey. FV. CLOSING PROVISIONS 41 Closing Date. The consummation of the transaction contemplated by this Agreement (the Closing") shall take place ninety (90) days after expiration of the Feasibility Period or at such earlier date as Purchaser may select upon fifteen (15) days written notice to Seller (the "Closing Date"). 42 Location of Closing. The Closing shall be held at the offices of Purchaser's attorneys, Pappas, Metcalf & Jenks, P_A., 245 Riverside Drive, Suite 400, Jacksonville, Florida, 32202, or at such other PAGE FANT TTEAO NAC IS 6 location as may be mutually agreeable. 43 Conditions to Purchaser's Obligation to Close. The obligation of Purchaser under this Agreement to consummate the Closing is subject to the satisfaction or waiver, as of the Closing, of each of the following conditions (any of which may be waived in whole or in part in writing by Purchaser at or prior to the Closing): (a) Correctness _of Representations and Warranties. The representations and warranties of Seller set forth in this Agreement shall be true. (b) Compliance by Seller. Seller shall have performed, observed and complied with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Seller as of the Closing. (c) Satisfaction or Waiver of Contingencies. The contingency in Section 2.5 shall _ have been satisfied or waived. (d) No Hazardous Waste or other Contamination. Neither Seller nor Purchaser shalt have received notice or evidence of contamination of the Real Property with hazardous or toxic waste, fuel or oil or other pollutants or contaminants, or contain buried, semi-buried or otherwise placed tanks, storage vessels, drums or containers containing hazardous substances, fuel, or oil, nor shall the apartment units located within the Property contain asbestos or other similar hazardous materials, nor shall there exist on the Property any nuisance or other violation of state, local or federal laws or regulations. (e) No Exceptions to Title other than the Permitted Exceptions. The "Marked Down" title commitment required to be delivered under Section 4.10. shall insure good and marketable title in Purchaser subject only to the Permitted Exceptions. Purchaser shall have received such assurances as Purchaser deems satisfactory that all encumbrances affecting the Property (including the federal tax lien described in Section 2.7 above) which are not Penmitted Exceptions have been released from the Property or will be released upon payment of all monetary lien holders at Closing. If Seller’s closing proceeds are not sufficient to pay for the release of such monetary liens, Purchaser shall not be obligated to close and Purchaser may terminate this Agreement due to Seller’s default pursuant to Section 6.1 below. 44 Conditions to Seller's Obligation to Close. The obligation of Seller under this Agreement to consummate the Closing is subject to the satisfaction as of the closing of each of the following conditions: (a) Corecmess of R tations and Warranties. The representations and warranties of Purchaser as set forth in this Agreement shall be true. (b) Compliance by Purchaser. Purchaser shall have performed, observed and complied with all of the covenants, agreements and conditions required by this Agreement to be performed, observed and complied with by Purchaser as of the Closing. 4.5 — Seller's Obligations at Closing. At Closing Seller shall: : (a) _ Execute, acknowledge and deliver to Purchaser a General Warranty Deed conveying the Property (and all appurtenances described in Section 1.1) to Purchaser subject (b) Execute and deliver to Purchaser an assignment of all contracts, licenses, and other similar intangibles or rights pertaining to the Property. (c) _ Deliver to the Title Company evidence satisfactory to it of Seller's authority to execute and deliver the documents reasonably necessary to consummate this transaction. . (d Deliver to the Title Company and to the Purchaser an affidavit of possession and no liens satisfactory to the Title Company so as to cause the Title Company to remove the mechanics' lien and parties in possession standard exceptions from the Title Commitment (subject to exception for tenants holding under unrecorded leases). (©) Deliver to the Title Company all other documents required under the Title Commitment to permit the Title Company to issue its policy to the Purchaser subject only to the Permitted Exceptions. ® Deliver to Purchaser a certificate that the Seller is not a foreign person in accordance with Section 1445 of the Internal Revenue Code. (g) Deliver to Purchaser originals Gf available) or copies (if originals are not available) of all licenses and permits applicable to the Property and execute and deliver to Purchaser any application, transfer form or notification given to Seller by Purchaser necessary to effect the transfer to Purchaser of all applicable permits. (h) Execute and deliver to Purchaser and the closing attorney the closing statement and any other documents reasonably required by the closing attorney to consummate the transaction contemplated by this Agreement. 4.6 Purchaser’s Obligations at Closing. (a) Subject to the terms of this Agreement, and contemporaneously with the performance by Seller of its obligations under this Agreement, Purchaser shall pas any be snavercen nae additional payment required under Section 1-2(c) and cause the closing attomey to deliver to Seller by wire transfer or other means acceptable to Seller, an amount equal to the Purchase Price after credits and prorations. Purchaser shall direct the Escrow Agent to pay the Escrow Deposit to Seller at Closing. (b) Purchaser shall execute and deliver to Seller and the closing attorney the closing statement and any other documents reasonably required by the closing attorney to consummate the transaction contemplated by this Agreement. 4.7 Closing Costs. (@) | At Closing, Seller shall pay, or Purchaser shall receive a credit against the Purchase Price in the amount o£ i. the cost of satisfying any liens or encumbrances against the Property and the costs of recording any corrective instruments. the cost of recording the Deed; ii. _ the costs of documentary stamp tax required to be affix to the Deed; . Bt v. all costs incurred in connection with obtaining a recertifi or new survey, if applicable; and ; vi. __ the cost of any Brokerage Commission. (6) Purchaser shall pay, or Seller shall receive a credit in addition to the Purchase Price in the amount of: i all costs associated with Purchaser's financing, if any; and . ih any other costs incurred in connection with Purchaser's inspection of the Property. (c) _ Each party shall pay any fees to its attomeys or other consultants. 48 Prorations. Except as otherwise specifically set forth in this Agreement, ad valorem real estate taxes shall be prorated between Seller and Purchaser as of the Closing Date. If the amount of ad valorem real estate taxes cannot be ascertained at Closing, the ad valorem real estate taxes shall] be prorated based upon the amount of such taxes, with maximum discount allowed by law, for PAGE__/77 the previous year, and such ad valorem real estate taxes shall be reprorated and readjusted upon the request of either party after the tax bill for the year of closing is received. Special Assessment liens due and payable at the time of closing shall be paid by Seller and pending assessment liens shall be assumed by Purchaser. 4.9 Possession. Exclusive possession of the Property shall be delivered to Purchaser no Jater than the Closing Date. 4.10 Title Checkdown. Prior to disbursement of the proceeds of Closing the Title Company shall “mark down” the Title Commitment by indicating satisfaction of all requirements, deleting all but the Pemnitted Exceptions, and changing the effective date of the Title Commitment to the date and time of recording of the deed to the Purchaser. : Vv. REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties of Seller. Seller represents and warrants to Purchaser as follows: (a To the best of Seller's knowledge, there is no pending condemnation, property dedication requirement, or similar proceeding affecting the Property. (>) To the best of Seller's knowledge, Seller has complied with all applicable laws, ordinances, regulations and restrictions affecting the Property and has not been notified or advised of any violation of the same. If any notice is received prior to Closing, a: copy of the notice will be promptly delivered to Purchaser. oO (c) There are no legal actions, suits or other legal or administrative proceedings pending or, to Seller's knowledge, threatened which would adversely affect the Property or any portion of the Property. (d) _ Seller has not been notified that any part of the Property has ever been used for hazardous or toxic waste disposal, for disposal of fuel or oil or other similar material, for a landfill or a garbage or trash’ disposal site, tha: any part of the Property is or has been contaminated with hazardous or toxic waste or fuel or oil or other similar material from any source whatsoever. If, at any time prior to Closing, Seller is notified of any such occurrence or condition, then Purchaser shall have the right to terminate this Agreement and receive a full tefund of the Escrow Deposit. (e) This Agreement hds been, and the documents, instruments and agreements required to be delivered by Seller pursuant to this Agreement shall be duly executed and delivered by Seller and constitute legal, valid and binding obligations of Seller enforceable in = COABXHIBIT +f PAGE__/ZS— ¢ & taeteerra nnn ay accordance with their respective terms. Neither the execution, delivery or performance of this Agreement is prohibited by the terms of any agreement binding on Seller, or requires Seller or the individual executing this Agreement on behalf of Seller to obtain the consent, approval or authorization of or notice to or filing a registration with any person, public authority or any other entity. The Property is not homestead property. ( Seller has good and marketable title to the Property and, to the best of Seller's knowledge, title is subject to no lien, charge or encumbrance of any nature whatsoever except as © disclosed to Purchaser. There are no tenants in possession of the Property. (g) - Seller shall send a copy to Purchaser of any communication from the Internal Revenue Service or any other holder of a lien against the Property (whether now existing, or newly created) within three (3) days of receipt of such communication. Seller’s obligation shall include the obligation to provide Purchaser copies of any notice of default received by Seller ” related to any mortgage affecting the Property. 5.2 Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller as follows: (a) This Agreement has been, and the documents, instruments and agreements required to be delivered by Purchaser pursuant to this Agreement, shall be duly executed and delivered by Purchaser and constitute legal, valid and binding obligations of Purchaser enforceable in accordance with their respective terms. Neither the execution, delivery or performance of this Agreement, is prohibited by the terms of any agreement binding on Purchaser, or requires Purchaser to obtain the consent, approval or authorization of, or notice to or filing a registration with, any person, public authority or any other entity. (b) Any corporate or partnership entity to which Purchaser assigns this Agreement shall be, as of the date of such assignment and as of the date of Closing, duly organized, validly existing and in good standing under the laws of the State of Florida, its organization and shall have all requisite power and authority to own its properties and assets and to carry on its business. VE PROVISIONS WITH RESPECT TO BREACH OR DEFAULT 6.1 Default by Seller. If the Seller fails to consummate the transaction contemplated in this Agreement for any reason, except Purchaser's default, or otherwise breaches its representations, warranties or covenants, Purchaser may pursue any remedy available to Purchaser at Jaw or in equity, including, without limitation, (i) termination of this Agreement with refund of the Escrow Deposit, (ii) a suit for specific performance, or (iii) monetary damages for Seller’s failure to close, provided, however, that Purchaser shall not be entitled to monetary damages greater than Fifty Thousand and No/100 Dollars ($50,000.00). rein moll 6.2 Default by Purchaser. If the Purchaser fails to consummate the transaction contemplated in this Agreement for any reason, except Seller's default or otherwise breaches its Tepresentations, warranties, or covenants, Seller may, as its sole and exclusive remedy, terminate this Agreement and retain the Escrow Deposit as liquidated damages. 63 Attorneys’ Fees, Etc. In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all reasonable costs, charges and expenses, including reasonable attommeys' fees, incurred in connection with such litigation. Vi. BROKERAGE COMMISSIONS Each party represents to the other that, except as specifically set forth below, no brokers or finders have been involved in this transaction and Seller and Purchaser agree to indemnify and hold each other harmless from any and all claims or demands by any party with respect to any brokerage fees, agents’ commissions or other compensation asserted by any such person, firm or corporation on behalf of Seller or Purchaser, respectively, in connection with the sale contemplated by this Agreement. VII OTHER CONTRACTUAL PROVISIONS 8.1 Assignability. This Agreement shall inure to the benefit of and be binding upon and is intended solely for the benefit of the parties hereto and their respective heirs, personal representatives, Successors and assigns; and no third party shall have any rights, privileges or other beneficial interest in or under this Agreement. Notwithstanding the foregoing, however, Purchaser may assign and transfer its rights and obligations under this Agreement to any corporation, partnership or-other entity owned or controlled by Purchaser or by John D. Rood or Mark T. Farrell (a "Permitted Assignee"). The term “controlled by” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the Specified entity whether through ownership of voting securities, by contract or otherwise. 82 Survival. The representations and warranties set forth in this Agreement shall survive Closing. The responsibility of either party for any undertaking to be performed after Closing shall survive Closing. Nothing in this section shall be deemed to be a waiver of either party's right to bring an action for fraud. EXHIBIT. Lo PAGE f?7 MORTTIEEO ANT 9Y 2 pst 83 Notices. Any notices to be given to either party in connection with this Agreement must be in writing and given by hand delivery, Federal Express (or equivalent service), certified mail, or facsimile transmission. Such notice shall be deemed to have been given and received three days after a certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States Mail, or if hand delivered, delivered by Federal Express or other equivalent service or by facsimile transmission, when actually received. Such notices shall be given to the parties at the following addresses. To Purchaser: Mark T. Farrell © The Vestcor Companies, Inc. 3020 Hartley Road, Suite 300 Jacksonville, FL 32257 With a Copy to: G. Todd Cottrill Pappas, Metcalf, Jenks & Miller, PA. 245 Riverside Drive, Suite 400 Jacksonville, FL 32202 To Seller: Harold Dewayne Williams Either party may, at any time, by giving five (5) days written notice to the other party, designate any other address to which such notice shall be given and other parties to whom copies of all notices shall be sent. If the deadline or date of performance for any act under this Agreement falls on a Saturday, Sunday or legal holiday, the date shall be extended to the next business day. 84 Entire Agreement; Modification. This Agreement contains the entire agreement between the parties. All prior agreements, understandings, representations, and statements, oral or written, are merged into this Agreement. This Agreement cannot be modified, or termmated except by an instrument in writing signed by the party against which the enforcement is sought. expt? PAGE__/72_, 5 a wD ‘ee te eH tenerecon mane a 3 8.5 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. 8.6 Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. 8.7 Counterparts. This Agreement may be executed in several counterparts, each constituting a duplicate original. All such counterparts shall constitute one and the same agreement. 88 Interpretation. Whenever the context of this Agreement shall so require, the singular shall include the plural, the male gender shall include the female gender and the neuter and vice versa. This Agreement was drafted through the efforts of both parties and shall not be construed in favor of or against either party. 8.9 Severability. If any provision contained in this Agreement shall be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any* other provision. This Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement. ; 8.10 Condemnation. All risk of condemnation prior to the Closing shall be on Seller. Immediately upon obtaining knowledge of any proceedings for the condemnation of the Property, or any portion of it (including negotiations in lieu of condemnation), Seller will notify Purchaser of the pendency of such proceedings. If, after the Effective Date of this Agreement and prior to the Closing, all or a part of the Property is subjected to a bona fide threat of condemnation (or sale in lieu of condemnation), Purchaser may, by written notice to Seller given five (5) days after notice, elect to cancel this Agreement prior to the Closing, in which event both parties shall be released from any further liability. In such event, the Escrow Deposit shall immediately be returned to Purchaser and this Agreement shall be null, void and cancelled. If no such election is made, this Agreement shall remain in full force and effect. The purchase contemplated, less any interest taken by eminent domain or condemnation, shall be effected with no further adjustment, and upon Closing, Seller shall assign all of the right and interest of Seller to any awards that have been or may be made for such taking to Purchaser. Seller shall not negotiate a settlement of the proceeding without the prior consent of Purchaser. 8.11 Risk of Loss. All risk of loss or damage to the Property until the Closing shall be bore by Seller, except for any damage for which Purchaser is responsible under Section 2.3(a). 8.12 Recording. Both parties agree that this Agreement shall not be recorded. 8.13 Waiver. Hither party reserves the right to waive in whole or part any provision which is for such party's benefit. No such waiver shall be effective unless it is in writing. Any waiver shall be limited to the matter specified in the writing. No waiver shall be considered a waiver of any other or subsequent default and no delay or omission in exercising the rights and powers granted herein shall be construed as a waiver of such rights and powers. 8.14 Time of Essence. Time shall be of the essence of this Agreement. 8.15 Escrow Agent. The escrow of the Deposit shall be subject to the following provisions: (a) The payment of the Escrow Deposit to the Escrow Agent is for the accommodation of the parties. The duties of the Escrow Agent shall be determined solely by the express provisions of this Agreement. The parties authorize the Escrow Agent, without creating any obligation on the part of the Escrow Agent, in the event this Agreement or the Escrow Deposit becomes involved in litigation, to deposit the Escrow Deposit with the clerk of the court in which the litigation is pending and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility under this Agreement. The undersigned also authorizes the Escrow Agent, if it is threatened with litigation; to- interplead all. interested. parties in any. court of competent jurisdiction and to deposit the Escrow Deposit with the clerk of the court and thereupon the Escrow Agent shall be fully relieved and discharged of any further responsibility hereunder. (b) The Escrow Agent shall not be liable for any mistake of fact or error of judgment or any acts or omissions of any kind unless caused by its willful misconduct or gross negligence. The Escrow Agent shall be entitled to rely on any instrument or signature believed by it to be genuine and may assume that any person purporting to give any writing, notice or instruction in connection with this Agreement is duly authorized to do so by the party on whose behalf such writing, notice or instruction is given. cook won Baie igIT — : : SLIVER WN t= Ge__2B2. vines PAGE __ OF 8.16 Execution Date and Effectiveness. This Agreement shall be of no force and effect unless executed by Seller and delivered to Purchaser on or before February __, 2005, at 5:00 p.m. Eastern Standard Time, together with copies of all documents and other materials required to be delivered by Seller under Section 2.1 above. 8.17 New Leases and Encumbrances. Seller shall not enter into any new lease, mortgage or encumbrance of all or any Portion of the Property or extend any existing lease term beyond the Closing Date or modify the terms of any existing mortgage or other encumbrance affecting the Property without the consent of the Purchaser. [THIS SPACE INTENTIONALLY LEFT BLANK] tee een we IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below. SELLER: lA, Cal s OLD DEWA WILLIAMS Date of Execution:_7- Y-IS_ PURCHASER: By: THE VESTCOR COMPANIES, INC., a Florida corporation By. ML Tre Mark T. Farrell President Date of Execution: _2fisfox- F _ EXHIBIT. © PAGE__ LE {0011 1669.DOC.2} EXHIBIT A LEGAL DESCRIPTION Duval County Tax Parcel Nos: RE Parcel No. 168953-0000 RE Parcel No. 168952-0000 RE Parcel No. 168311-0010 RE Parcel No. 169010-0000 OS page 7S {00111669.D0C.2} EXHIBIT B FEDERAL TAX LIEN THE WOLFSON GROUP B1ZD REAL ESTATE DIVISION, INC. ° P.O, BOX 331545 83-4/ea0 FL ATLANTIC BEACH, FL 32233-1545 . Qate__qiasles v5 $ ir,coco “%, loli D4 rder of Bank of America — Lif ACH R/T 063100277 ; 1 + Sor. \eu Bogen T cen su stn . ; eed AN -! _» woo3k 25" “000 eGO000r"y ee ee . ft En) . tS = ga Ss , = . : ik , ‘ i tid y 7 . . carry > a * cy EXHIBIT. # PAGE__22 THE WOLFSON GROUP Vive REAL ESTATE DIVISION, INC. . P.O. BOX 331545 ; + 63-4780 AL 1193 ATLANTIC BEACH, FL 92233-1545 gD / ate \\ farfocr a -- _ ig $ 32,500 Tou soto A RE Dollars exniait_# PAGE__7/ wt 3138 THE WOLFSON GROUP REAL ESTATE DIVISION, INC. < P.O, BOX 331545 Loe 83-4/890 FL ~ ATLANTIC BEACH, FL. 32239-1545 : ate f feat 3133 roe) $ Beste “Ke Dollars a se ACH R/T 063100277 if Cy ° . _ 2 AS pI) Mm. Of aM Ceonscicrin a A al #OOU3E 5 7000" J exHiBit_*_ PAGE_72> THE WOLFSON GROUP REAL ESTATE DIVISION, INC. P.O. BOX 331545 : 83-4/690 AL ATLANTIC BEACH, FL 32233-1545 Gate__a/r foe. N33 enya - Dollars a =a ot ACH A/T 053100277 a Sota fee. Ex. _ (nd ee