Exhibit
10.8


 


MEZZANINE
LOAN AGREEMENT


 


MEZZANINE
LOAN AGREEMENT (this “Agreement”), dated as of the [__] day of November , 2015, by and between 32ND
ST. LANDIS FAMILY HOLDINGS LLC, a Delaware limited liability company (“Borrower”) and LANDWIN
PARTNERS FUND I, LLC, Delaware limited liability company (together with its successors and assigns, “Lender”).


 


W
I T N E S S E T H:


 


A. 32nd
Street Landis Family LLC, a Delaware limited liability company (“32nd Street Landis Family”)
and 32nd Street LLC, a Delaware limited liability company (“32nd Street”), as tenants in common
(collectively, “Property Owner”), are the fee owner of a certain parcel of real property located at
3165 East Lincoln Drive, Phoenix Arizona (the “Property”), and is in the process of owning, operating and managing
the Property (the “Project”).


 


B. The
Property is currently subject to a mortgage loan (the “Mortgage Loan”) which is duly recorded in the
applicable property records by the lender (“Mortgage Lender”). 


 


C. Borrower
has requested that Lender provide financing to Borrower in the amount of up to $2,044,000.00 (the “Loan”) to
finance part of the Project or for such other purposes as may be approved by the Lender.


 


D. Lender
is willing to provide such financing, subject to the terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Lender and Borrower, intending to be legally bound, hereby agree as follows:


 


ARTICLE
I

PARTICULAR TERMS; DEFINITIONS


 


For
all purposes of this Agreement, the following terms, except as otherwise expressly provided or unless the context requires otherwise,
shall have the respective meanings hereinafter specified, such definitions to be applicable equally to the singular and plural
forms of such terms:


 


“Affiliate”:
As to any person or entity, any other person or entity which, directly or indirectly, is in control of, is controlled by, or is
under common control with, such person or entity. For purposes of this definition, control of a person or entity shall mean the
power, direct or indirect, (i) to vote five (5%) percent or more of the securities or other interests having ordinary voting power
for the election of directors or other managing persons thereof or (ii) to direct or cause the direction of the management and
policies of such person or entity, whether by contract or otherwise.


 


“Collateral”:
As defined in the Pledge Agreement.


 


“Control”:
The possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.


 


“Event
of Default”: As defined in Section 5.1 hereof.


 




    	 



    	 



    

 


“Exchange
Agreement”: That certain Exchange Agreement, of even date herewith, by and between Borrower and Lender.


 


“Governmental
Authority”: The United States of America, the State in which the Premises are located and any political subdivision
thereof, and any agency, department, commission, board, bureau or instrumentality of any of them having jurisdiction over the
Premises or the Borrower.


 


“Indebtedness”:
As to any Person, at a particular time, all items which constitute, without duplication, (i) indebtedness for borrowed money or
the deferred purchase price of property (other than trade payables incurred in the ordinary course of business), (ii) indebtedness
evidenced by notes, bonds, debentures or similar instruments, (iii) obligations with respect to any conditional sale or title
retention agreement, (iv) indebtedness arising under acceptance facilities and the amount available to be drawn under all letters
of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder to the extent such Person
shall not have reimbursed the issuer in respect of the issuer’s payment of such drafts, (v) all liabilities secured by any
mortgage, pledge, lien or other security interest on any property owned by such Person even though such Person has not assumed
or otherwise become liable for the payment thereof (other than carriers’, warehousemen’s, mechanics’, repairmen’s
or other like non-consensual statutory liens arising in the ordinary course of business), and (vi) contingent obligations or liabilities.


 


“Indemnified
Party”: (a) Lender, (b) each director, officer shareholder, member, partner, employee, Affiliate, subsidiary of any
and all of the foregoing Persons, and (c) each successor and assign of each of the foregoing Persons, in each case including any
successors or assigns by merger, consolidation or acquisition of all or substantially all of the assets or business of any such
Person, whether during the term of the Loan or as a part of or following a foreclosure of the Loan.


 


“Initial
Closing”: The time of execution and delivery hereof by Borrower and Lender.


 


“Interest
Rate”: a rate per annum equal to five percent (5%).


 


“Land”:
That certain parcel of land located at 3165 East Lincoln Drive, Phoenix Arizona.


 


“Loan”:
as defined in Recital Clause C.


 


“Loan
Documents”: This Agreement, the Note, the Pledge Agreement, and any other documents now, previously or hereafter evidencing
and/or securing the Loan


 


“Material
Adverse Change”: a material adverse change in the financial condition of Borrower or the Premises, which has or would
have a material adverse effect on the ability of Borrower to perform its obligations under the Loan Documents to which it is a
party.


 


“Maturity
Date”: the earlier of (A) the five (5) year anniversary of the date hereof and (B) the date on which Property Owner
disposes of the Premises, whether by sale or otherwise.


 


“Maximum
Commitment” shall mean the aggregate principal amount of the Loan, as such amount may be reduced from time to time in
accordance with the provisions of this Agreement.


 


“Mortgage
Assignment of Leases and Rents”: That certain Assignment of Leases and Rents made by Property
Owner, collectively as assignor, in favor of Mortgage Lender, as assignee.


 




    	2



    	 



    

 


“Mortgage
Loan Documents”: The Mortgage Note, the Mortgage, the Mortgage Assignment of Leases and Rents, or any or all of the
foregoing, as the context may require.


 


“Mortgage
Loan”: As defined in Recital Clause B.


 


“Mortgage
Note”: That certain Promissory Note made by Property Owner in favor of Mortgage Lender in the , which evidences
evidencing the Mortgage Loan.


 


“Mortgage”:
That certain Deed of Trust, Security Agreement and Fixture Filing made by Property Owner that provides a mortgage for the
benefit of Mortgage Lender.


 


“Note”:
That certain Mezzanine Loan Note, of even date herewith, made by Borrower to the order of Lender, in the maximum principal amount
of the Loan.


 


“Permitted
Debt”: As defined in Section 4.1 hereof.


 


“Person”:
An individual, a partnership, a corporation, a limited liability company, a business trust, a joint stock company, a trust, an
unincorporated association, a joint venture, a Governmental Authority or any other entity of whatever nature.


 


“Pledge
Agreement”: That certain Pledge and Security Agreement, of even date herewith, by and among Borrower, Lender and 32nd
St. Landis Family.


 


“Pledged
Interests”: As defined in the Pledge Agreements.


 


“Premises”:
The Land and the improvements to be constructed on the Land in accordance with the Plans, and the building materials, personal
property, fixtures, furniture, equipment and other items described in the granting clauses of each of the Mortgages and/or owned
or to be owned and/or leased by Borrower and used in the construction or operation of the Improvements or any improvements situated
or constructed on the Land.


 


“Proceeds”:
(a) All “proceeds” (as such term is defined in the UCC) and “products” with respect to the Collateral
including, without limitation, whatever is receivable or received when Collateral is sold, collected, exchanged or otherwise disposed
of, whether such disposition is voluntary or involuntary, (b) all rights to payment, including return premiums, with respect to
any insurance relating thereto, (c) all interest, dividends and other property receivable or received on account of the Collateral
or proceeds thereof, (including, without limitation, all distributions or other income from the Pledged Interests, all collections
thereon and all distributions with respect thereto) and (d) proceeds of any indemnity or guaranty payable to Borrower or Lender
from time to time with respect to any Collateral.


 


“Prohibited
Person”: (a) a Person that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order
No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex to, or is
otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with whom Lender is prohibited from dealing or
otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person who commits, threatens or conspires to commit or
supports “terrorism” as defined in Executive Order No. 13224, (e) a Person that is named as a “specially designated
national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets
Control at its official website, www.treasury.gov/ofac/downloads/t11sdn.pdf or at any replacement website or at any other official
publication of such list, and (f) a Person who is affiliated with a Person described in clauses (a) – (e) above.


 




    	3



    	 



    

 


“Requirement”:
Any law, ordinance, order, rule or regulation of a Governmental Authority.


 


“Single
Purpose Entity”: A Person, other than an individual, which (a) is formed or organized solely for the purpose of owning,
operating, using, selling, financing, and otherwise disposing of the Collateral, and obtaining the Loan, (b) does not engage in
any business unrelated to the Collateral and the ownership, operation, use, sale, financing and other disposition thereof, (c)
has not and will not have any assets other than those related to its interest in the Collateral or the operation, management and
financing thereof or any indebtedness other than the Permitted Debt, (d) maintains its own separate books and records and its
own accounts, in each case which are separate and apart from the books and records and accounts of any other Person, (e) holds
itself out as being a Person, separate and apart from any other Person, (f) does not and will not commingle its funds or assets
with those of any other Person, (g) conducts its own business in its own name, (h) maintains separate financial statements, provided
that the financial information of such Person may be included in the consolidated financial statements of any parent entity so
long as such financial information is clearly identified, (ix) pays its own liabilities and expenses out of its own funds to the
extent available, (i) observes all partnership, corporate or limited liability company formalities, as applicable, (j) pays the
salaries of its own employees, if any, and maintains a sufficient number of employees, if any, in light of its contemplated business
operations, (k) does not guarantee or otherwise obligate itself with respect to the debts of any other Person or hold out its
credit as being available to satisfy the obligations of any other Person, (l) does not acquire obligations or securities of any
other Person, including its partners, members or shareholders, (m) allocates fairly and reasonably shared expenses, including,
without limitation, any overhead for shared office space, if any, (n) uses separate stationery, invoices, and checks, (o) maintains
an arms-length relationship with its Affiliates, (p) does not and will not pledge its assets for the benefit of any other Person
or make any loans or advances to any other Person, (q) does and will continue to correct any known misunderstanding regarding
its separate identity, (r) intends to maintain adequate capital in light of its contemplated business operations; provided,
however, that no owner of any direct or indirect interest in Borrower shall be required to contribute capital to Borrower
solely as a result of this clause (r), (s) has and will continue to have a partnership or operating agreement, certificate of
incorporation, articles of organization or other organizational document which has been approved by Lender, and (t) has not and
will not engage in, seek, or consent to the dissolution, winding up, liquidation, consolidation or merger and has not and will
not engage in, seek or consent to any asset sale, transfer of the partnership, membership or shareholder interests, or amendments
of its partnership or operating agreement, certificate of incorporation, articles of organization or other organizational document.
If such Person is a limited partnership or a limited liability company (other than a single member limited liability company),
the general partner, manager or managing member of such Person (the “SPC Entity”) shall be an entity whose
sole asset is its interest in such Person and the SPC Entity will at all times (1) be a Single Purpose Entity, and (2) comply,
and will cause such Person to comply, in all material respects with each of the representations, warranties, and covenants contained
in Section 3.1(e) or Section 3.1(f), as applicable, as if such representation, warranty or covenant was made directly by such
general partner, manager or managing member.


 


“Transfer”:
The conveyance, assignment, sale, mortgaging, pledging, hypothecation, granting of a security interest in (other than the assignments,
mortgages, pledges, hypothecations and grants of security interests granted by Borrower to Lender pursuant to the Loan Documents),
granting of options with respect to, or other disposition of (directly or indirectly, voluntarily or involuntarily, by operation
of law or otherwise, and whether or not for consideration or of record) all or any portion of any legal or beneficial interest
(a) in all or any portion of the Premises, (b) in Borrower (or any trust of which Borrower is a trustee), (c) in 32nd
St. Landis Family, or (d) in any Person having a direct or indirect legal or beneficial ownership in Borrower; and shall also
include, without limitation to the foregoing, the following: (i) an installment sales agreement wherein Borrower agrees to sell
the Property, or Borrower agrees to sell the Collateral, or any part thereof or interest therein, respectively, for a price to
be paid in installments; (ii) all agreements (including, without limitation, Leases) by Borrower leasing all or a substantial
part of the Property to one or more Persons pursuant to a single or related transactions, or a sale, assignment or other transfer
of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or all rent derived
from the Premises; (iii) any instrument (A) subjecting the Premises to a condominium regime except as contemplated by the Mortgage
Loan Documents, or (B) transferring ownership to a cooperative corporation in violation of the Mortgage Loan Documents; (iv) the
issuance of any new or additional legal or beneficial ownership interests in Borrower or any Person described in clause (c), including,
without limitation issuance of new stock in a corporation or the admission of new partners or members; and (v) the dissolution
or termination Borrower or any Person described in clause (c) above or the merger or consolidation of Borrower or such Person
with any other Person.


 




    	4



    	 



    

 


ARTICLE
II

THE LOAN


 


Section
2.1 The Loan. Subject to the terms and conditions of this Agreement, at the Initial Closing, Lender shall make the Loan
to Borrower.


 


Section
2.2 Repayment of the Loan; Evidence of Debt.


 


(a) Borrower
hereby unconditionally promises to pay to Lender, on the Maturity Date, the then unpaid principal amount of the Loan, together
with interest thereon to (but excluding) the date of repayment and any other amounts due and owing under the Loan Documents.


 


(b) Amounts
prepaid or repaid on the Loan may not be reborrowed.


 


Section
2.3 Interest. Interest on the outstanding principal amount of the Loan will accrue at the Interest Rate, and accrued
interest shall be payable at the time of any repayment of the Loan including on the Maturity Date. Interest payable under the
Loan Documents shall be computed on the basis of the actual number of days elapsed over a 360-day year.


 


Section
2.4 Prepayments. Borrower shall have the right to prepay the outstanding principal amount of the Loan, in whole or in
part, without any charge, fee, or similar additional amounts. Any prepayments shall be applied first to the accrued and unpaid
interest and then on the outstanding principal amount of the Loan.


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF BORROWER


 


Borrower
hereby represents and warrants to Lender that, except as otherwise stated to the Lender by the Borrower:


 


Section
3.1 Existence, Power and Competency


 


(a) Borrower
is a duly formed and validly existing limited liability company in good standing under the laws of the State of Delaware with
full power and authority to consummate the transactions contemplated hereby, and all Loan Documents executed by each Borrower
are valid and binding obligations, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency
and similar laws affecting the rights of creditors generally and subject to general principles of equity.


 




    	5



    	 



    

 


(b) Borrower
has been and shall, at all times while the Loan or any part thereof is outstanding, be a Single Purpose Entity. Borrower and each
member of Borrower at all times since Borrower’s formation has complied, and will continue to comply in all material respects,
with the provisions of its respective organizational and governing documents.


 


Section
3.2 Litigation


 


Except
as otherwise expressly disclosed to Lender in writing, there are no actions, suits or proceedings pending, or, to Borrower’s
knowledge, threatened in writing against or affecting Borrower or the Premises, or involving the validity or enforceability of
the Loan Documents or the priority of the lien thereof, at law or in equity, or before or by any Governmental Authority which,
, would result in a Material Adverse Change.


 


Section
3.3 Collateral


 


(a)
Pledgor (as defined in the Pledge Agreement) is the sole owner of its Collateral; and (b) the Collateral is not encumbered by
any mortgages or other liens other than pursuant to the Pledge Agreement and the other Loan Documents.


 


Section
3.4 Solvency 


 


Borrower
is not insolvent (as such term is defined in Section 101(31) of the Bankruptcy Code of 1978, as amended) and will not be rendered
insolvent (as such term is defined in Section 101(31) of the Bankruptcy Code of 1978, as amended) by execution of this Agreement,
the Note, the Pledge Agreement, any other the document evidencing and securing the Loan, or consummation of any of the transactions
contemplated hereby or thereby.


 


Section
3.5 Loan Documents


 


All
of the representations made by Borrower in the other Loan Documents are true and correct in all material respects.


 


ARTICLE
IV

COVENANTS OF BORROWER


 


Borrower
hereby covenants and agrees with Lender as follows:


 


Section
4.1 Indebtedness


 


Borrower
shall not, directly or indirectly, create, incur, assume or suffer to exist any liability for Indebtedness (including subordinated
Indebtedness), except (i) Indebtedness due with respect to the Loan or the Mortgage Loans, and (ii) subordinate indebtedness for
unsecured trade payables in the ordinary course of business, which are not evidenced by a note, and which do not exceed $10,000.00
in the aggregate at any time (collectively, (i) and (ii), “Permitted Debt”).


 


Section
4.2 Compliance with Requirements


 


Borrower
will promptly comply in all material respects with all Requirements as and when required and furnish Lender, promptly after Lender’s
request, proof of compliance reasonably satisfactory to Lender.


 




    	6



    	 



    

 


Section
4.3 Inspection of Collateral


 


Borrower
will permit Lender, or its representatives, on reasonable prior notice during normal business hours, to inspect the Collateral.


 


Section
4.4 Satisfaction of Loan Document Conditions


Borrower
will cause all provisions hereof, the Note, the Pledge Agreements and all other Loan Documents on Borrower’s part to be
performed or to be satisfied. Borrower will immediately (upon transmission or receipt) deliver to Lender copies of all material
notices and correspondence received with respect to the aforementioned documents.


 


Section
4.5 Brokers


 


Borrower
agrees to indemnify each Indemnified Party from claims of brokers and any other third parties arising by reason of the execution
hereof or the consummation of the transactions contemplated hereby, and Borrower agrees to indemnify, defend and hold each Indemnified
Party harmless from any and all claims for brokerage commissions; Borrower hereby represents that Borrower has not dealt with
any broker in regard to the Loan.


 


Section
4.6 Notices Affecting the Collateral


 


Borrower
will transmit to Lender, promptly upon receipt thereof, any written communication adversely affecting Lender’s security
or materially adversely affecting the financial condition of Borrower and will promptly respond fully to any inquiry of Lender
made with respect thereto.


 


Section
4.7 Transactions with Affiliates; Distributions


 


Borrower
shall not (a) enter into or become a party to any agreement, transaction or arrangement with Borrower, or any Affiliate of Borrower,
without the prior written consent of Lender in each instance; provided, however, that Lender will not unreasonably withhold, delay
or condition its approval of such agreements, transactions or arrangements which are on arms-length, third-party terms (each as
so approved, an “Approved Affiliate Agreement”), it being understood that as of the date of this Agreement
Borrower has not entered into any such agreements, transactions or arrangements, other than the Development Services Agreement,
(b) make any payment or distribution to Borrower, or any Affiliate of Borrower, except pursuant to any Approved Affiliate Agreement
(including the Development Services Agreement) or, provided same is included in an approved Request for Advance, a line item in
the Budget setting forth such payment or distribution with specificity, or (c) distribute any profits, dividends, earnings, distributions
or other payments to any member of Borrower except in accordance with an agreement approved by Lender.


 


Section
4.8 Security Interest in Property


 


Borrower
will grant Lender a security interest in and to all Collateral subject, in each case, only to the lien of the Pledge Agreement
and the other Loan Documents.


 




    	7



    	 



    

 


Section
4.9 Single Purpose Entity


 


Each
Borrower shall maintain its respective status as a Single Purpose Entity at all times during the term of the Loan, and at all
times that the Loan remains outstanding under this Agreement or the other Loan Documents.


 


Section
4.10 Transfers Prohibited


 


Borrower
shall not cause or permit any Transfer to occur without Lender’s prior written consent. Lender may declare the Loan immediately
due and payable upon any Transfer without Lender’s prior written consent without regard to whether any impairment of Lender’s
security or any increased risk of default hereunder can be demonstrated. This provision shall apply to every Transfer of the Collateral
or the Property or any part thereof or interest in the Collateral, the Property or the in Borrower regardless of whether voluntary
or not, or whether or not Lender has consented to any previous Transfer. 


 


ARTICLE
V

EVENTS OF DEFAULT


 


Section
5.1 Defaults; Events of Defaults


 


The
following defaults shall, after the giving of notice and/or the passage of time as provided in Section 5.2 below, each constitute
an “Event of Default” hereunder:


 


(a) if
(i) default shall be made in the payment of the principal and/or interest due under the Note, or (ii) default shall be made in
the payment of any other fee or amount due under the Note, this Agreement or any other Loan Document;


 


(b) if
Borrower fails to comply with or there shall be a default by Borrower under any of the terms, covenants or conditions of this
Agreement, the Note or any other Loan Document, or if any of the same shall cease to be in full force and effect;


 


(c) if
at any time any representation or warranty made by Borrower to Lender in this Agreement or in any other Loan Document or in any
certificate or statement delivered in connection herewith shall be incorrect or misleading in any material respect as of the date
the representation or warranty was made (or deemed remade);


 


(d) If
an “Event of Default” exists under any of the Mortgage Loan Documents which is not cured in full in accordance
with the terms of the Mortgage Loan Documents;


 


(e) if
any action or proceeding shall be pending before any court, quasi-judicial body or administrative agency relative to the Loan,
Borrower, the Collateral or any part thereof, which results in a Material Adverse Change or calls into question the validity or
enforceability of any of the Loan Documents;


 


(f) if
Borrower shall cause or permit any Transfer (other than with Lender’s prior written consent) of the Collateral or any direct
or indirect interest therein or any direct or indirect interest in the Borrower in violation of this Agreement or the other Loan
Documents;


 


(g) if
by the order of a court of competent jurisdiction, a trustee, receiver or liquidator of the Premises, or any part thereof, or
of Borrower, shall be appointed and such order shall not be discharged or dismissed within sixty (60) days after such appointment;


 


(h) if
Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall consent to the entry of an order for relief in an involuntary case under any such law or to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Borrower
or of any substantial part of its property, or if Borrower shall make any general assignment for the benefit of creditors;


 




    	8



    	 



    

 


(i) if
any of the creditors of Borrower shall commence against Borrower an involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect and if such case shall not be discharged or dismissed within sixty (60) days after
the date on which such case was commenced;


 


(j) if
final judgment for the payment of money in excess of $500,000.00 with respect to Borrower that is not covered by insurance to
Lender’s satisfaction shall be rendered against Borrower and Borrower shall not discharge the same or cause it to be discharged
within ninety (90) days from the entry thereof, or shall not appeal therefrom or from the order, decree or process upon which
or pursuant to which said judgment was granted, based or entered, and secure a stay of execution pending such appeal within the
aforementioned ninety (90) day period;


 


(k) if
Borrower ceases to be a Single Purpose Entity.


 


Section
5.2 Notice and Cure


 


The
defaults described in Section 5.1 shall constitute Events of Default hereunder upon the giving of the following notice and the
passage of the following time, to the extent applicable:


 


(a) with
respect to any default in payment of principal, immediately after the same shall become due and payable, whether at maturity or
by acceleration or otherwise, and with respect to any monetary default other than a default in payment of principal at maturity
or upon acceleration thereof, five (5) days after Lender has given Borrower notice of such default;


 


(b) with
respect to any non-monetary defaults under clause (b) of Section 5.1, thirty (30) days after the date Borrower has notice of such
default, provided that if a non-monetary default is not curable within such thirty (30) day period but Borrower commences to cure
same and diligently pursues the cure to completion, Borrower shall have an additional period not to exceed sixty (60) days (i.e.,
ninety (90) days in all) to complete the cure of the default, provided Borrower is at all times diligently pursuing the cure and
provided such default shall not result in a Material Adverse Change;


 


(c) with
respect to the defaults described in clause (e) or (l) of Section 5.1, thirty (30) days after the occurrence of such default provided
such default is capable of being cured by Borrower or such longer period, not to exceed sixty (60) days in the aggregate, as is
reasonably required to cure same (provided Borrower promptly commences and diligently pursues such cure); and


 


(d) with
respect to the other defaults hereinabove described, there shall be no requirement that Lender give notice of default and there
shall be no opportunity to cure.


 


Section
5.3 Certain Remedies


 


In
addition to any right or remedy available to it and/or them under the Pledge Agreements, the Note and the other Loan Documents,
Lender shall have the right, upon the occurrence of any default specified in Section 5.1 after giving effect to all applicable
notice and cure provisions in Section 5.2, to cease funding and disbursing, as applicable, the Loan or making and disbursing
any further advances.


 




    	9



    	 



    

 


ARTICLE
VI

CONDITIONS PRECEDENT TO LENDER’S OBLIGATIONS


 


Lender
shall not be obligated hereunder unless the following conditions shall have been satisfied:


 


Section
6.1 No Material Adverse Change


 


The
obligation of Lender to close and to fund and disburse the Loan is subject to (a) there not occurring or becoming known to Lender
any Material Adverse Change, or (b) the representations, covenants and warranties made in Article II and Article III hereof shall
be true and correct in all material respects.


 


Section
6.2 Exchange Agreement.


 


The
Exchange Agreement shall have been duly executed and delivered by the Borrower.


 


Section
6.3 Additional Documentation and Information


 


Lender
shall have received such other documentation, information, opinions of counsel, assurances and other items pertaining to Borrower,
the Loan and/or the Collateral as Lender, in its sole but reasonable discretion, may require, all of which shall be reasonably
satisfactory to Lender.


 


ARTICLE
VII

GENERAL PROVISIONS


 


The
following provisions shall be applicable throughout the term of this Agreement:


 


Section
7.1 No Waiver


 


No
advance shall constitute a waiver of any of the conditions of Lender’s obligation to make, or of Lender’s obligation
to disburse, further advances nor, in the event Borrower is unable to satisfy any such condition, shall any such waiver have the
effect of precluding Lender from thereafter declaring such inability to be an Event of Default as hereinabove provided if the
failure if the failure of such condition constitutes an Event of Default.


 


Section
7.2 Conditions for Sole Benefit of Lender


 


All
conditions to the obligations of Lender to make, and of Lender to disburse, advances hereunder are imposed solely and exclusively
for the benefit of Lender and its assigns and no other person shall have standing to require satisfaction of such conditions in
accordance with their terms or be entitled to assume that Lender will refuse to make, or Lender to disburse, advances in the absence
of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be the beneficiary
of such conditions, any or all of which may be freely waived in whole or in part by Lender, as applicable, at any time if in its
sole discretion it deems it advisable to do so, it being further understood that Lender shall have no obligation to see to it
that the Improvements are properly and/or timely completed.


 




    	10



    	 



    

 


Section
7.3 Notices


 


All
notices hereunder shall be in writing and shall be deemed to have been sufficiently given or served for all purposes when sent
by overnight nationwide commercial courier service, or sent by personal delivery, addressed to the parties as follows:


 


	 	(a)	If
    to Lender:


 


	 	Landwin
    Partners Fund I, LLC
	 	c/o
    Landwin Management, LLC
	 	17200
    Ventura Boulevard, Suite 206
	 	Encino,
    California 91316
	 	Attn:
    Martin Landis


 


	 	(b)	If
    to Borrower:


 


	 	32nd
    St. Landis Family Holdings LLC
	 	c/o
    Landwin Management, LLC
	 	17200
    Ventura Boulevard, Suite 206
	 	Encino,
    California 91316
	 	Attn:
    Martin Landis


 


or
at such other address of which it shall notify the party giving such notice in writing. Notices delivered by overnight nationwide
commercial courier service shall be deemed given or served one (1) business day after the date of delivery thereof to said courier
or when actually received by personal delivery. Rejection or refusal to accept, or inability to deliver because of changed addresses
or because no notice of changed address was given, shall be deemed a receipt of such notice.


 


Section
7.4 Amendments


 


Neither
this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought.


 


Section
7.5 Indemnification


 


Borrower
agrees to indemnify each Indemnified Party with respect to any claims against such Indemnified Party relating to the Loan or the
Collateral, except due to such Indemnified Party’s willful misconduct or gross negligence.


 


Section
7.6 Note; Pledge Agreements


 


The
Loan shall be evidenced by and repaid in accordance with the Note. The performance of Borrower’s obligations under the Note
and this Agreement shall be secured by the Pledge Agreements.


 




    	11



    	 



    

 


ARTICLE
VIII

PARTICULAR PROVISIONS


 


The
foregoing Articles of this Agreement are subject to the following further provisions:


 


Section
8.1 Assignment


 


(a) Borrower
shall not assign or transfer its rights or obligations hereunder without the prior written consent of Lender. The rights and obligations
of Lender under this Agreement are assignable in part or wholly and any assignee of Lender shall succeed to and be possessed of
the rights of Lender hereunder to the extent of the assignment made, including the right to make advances to Borrower in accordance
with this Agreement.


 


Section
8.2 Jurisdiction


 


Borrower
irrevocably submits to the jurisdiction of any New York State or Federal court sitting in the City of New York over any suit,
action or proceeding arising out of or relating to this Agreement or any Loan Document. Borrower hereby agrees that Lender shall
have the option in its sole discretion to lay the venue of any such suit, action or proceeding in the courts of the State of New
York sitting in New York City or the federal District Court for the Southern District of New York, and irrevocably waives to the
fullest extent permitted by law any objection which Borrower may now or hereafter have to the laying of the venue of any such
suit, action or proceeding brought in such court and any claim that any suit, action or proceeding brought in such court has been
brought in an inconvenient form. Borrower agrees that a final judgment of any such suit, action or proceeding brought in such
a court shall be conclusive and binding upon Borrower.


 


Section
8.3 Service of Process


 


Borrower
hereby irrevocably consents to the service of process in any suit, action or proceeding by sending the same by first class mail,
return receipt requested, or by overnight courier service, to the address of Borrower set forth in or referred to in Section
7.3. Borrower hereby agrees that any such service (i) shall be deemed in every respect effective service of process upon it
in any such suit, action, or proceeding, and (ii) shall to the fullest extent enforceable by law, be taken and held to be valid
personal service upon and personal delivery to it. Nothing in the Loan Documents or any modification, waiver, consent or amendment
thereto shall affect the right of Lender to serve process in any manner permitted by law or limit the right of Lender to bring
proceedings against Borrower in the courts of any jurisdiction or jurisdictions.


 


Section
8.4 WAIVER OF TRIAL BY JURY


 


LENDER
AND BORROWER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREIN. FURTHER,
BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF LENDER, OR COUNSEL TO LENDER, HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT ADMINISTRATIVE AGENT OR A LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY
TRIAL PROVISION. BORROWER ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, INTER ALIA, THE PROVISIONS
OF THIS SECTION.


 


Section
8.5 Governing Law


 


This
Agreement shall, without regard to place of contract or payment, be construed in accordance with and governed by the internal
laws (and, except for Section 5-1401 (Choice of Law) of the General Obligations Law of the State of New York, not the law of conflicts)
of the State of New York.


 




    	12



    	 



    

 


Section
8.6 Severability


 


In
the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability shall, at the option of Lender, not affect any other
provision of this Agreement but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never
been contained herein or therein.


 


Section
8.7 Headings Descriptive


 


Section
headings have been inserted in this Agreement and the other Loan Documents for convenience only and shall in no way affect the
meaning or construction of any provision hereof or thereof.


 


Section
8.8 Counterparts


 


This
Agreement and the other Loan Documents may be executed by one or more of the parties thereto on any number of separate counterparts
and all of said counterparts taken together shall be deemed to constitute one and the same document. It shall not be necessary
in making proof of this Agreement or any other Loan Document to produce or account for more than one counterpart signed by the
party to be charged.


 


Section
8.9 Definitions Include Amendments.


 


Definitions
contained in this Agreement which identify documents, including the other Loan Documents, shall be deemed to include all amendments
and supplements to such documents entered into from time to time with the consent of Lender. Reference to this Agreement in any
of the foregoing documents shall be deemed to include all amendments and supplements to this Agreement.


 


Section
8.10 Full Recourse


 


The
Loan shall be fully recourse to Borrower but not to (a) any Affiliate of Borrower, (b) any direct or indirect member, partner,
shareholder or other constituent owner of Borrower or any Affiliate of Borrower, or (c) any officer, director, manager, employee
or agent of (i) Borrower, (ii) any Affiliate of Borrower or (iii) any direct or indirect member, partner, shareholder or other
constituent owner of Borrower or any Affiliate of Borrower.


 


[Remainder
of page intentionally left blank; signature page follows]


 




    	13



    	 



    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.


 


	 	BORROWER:
	 	 
	 	32ND
    ST. LANDIS FAMILY HOLDINGS LLC


 


	 	By:
    	 
	 	Name:	 
	 	Title:	 


 


	 	LENDER:
	 	 
	 	LANDWIN PARTNERS
    FUND I, LLC


 


	 	By:
    	 
	 	Name: 	 
	 	Title: 	 


 


 [Signature
Page to Mezzanine Loan Agreement]