Exhibit 10.14


 





Bayswater
Brokerage Florida LLC


 


	 	2231
    Falls Circle
	Vacant
    Land Listing Agreement	Vero
    Beach, FL 32967
	 	772-794-7827


 





	1	 	 	 	This
    Non-Exclusive Right of Sale Listing Agreement ("Agreement") is between
	2	* 	 	 	       MB
    2013 LLC                                                                                ("Seller")
	3	* 	 	 	and Bayswater
    Brokerage Florida LLC                                                               ("Broker").
	4	 	 	 	 
	5	 	 	1.	Authority to Sell Property:
    Seller gives Broker the NON-EXCLUSIVE RIGHT TO SELL the real and personal property 
	6	* 	 	 	(collectively, "Property")
    described below, at the price and terms described below, beginning
	7	 	 	 	February
    9, 2016        and terminating at 11:59
    p.m. on December 31, 2016         ("Termination Date").
    Upon
	8	 	 	 	full
    execution of a contract for sale and purchase of the Property, all rights and obligations of this Agreement will 
	9	 	 	 	automatically
    extend through the date of the actual closing of the sales contract. Seller and Broker acknowledge 
	10	 	 	 	that
    this Agreement does not guarantee a sale. This Property will be offered to any person without regard to race, 
	11	 	 	 	color,
    religion, sex, handicap, familial status, national origin, or any other factor protected by federal, state, or local 
	12	 	 	 	law.
    Seller certifies and represents that she/he/it is legally entitled to convey the Property and all improvements.
	13	* 	 	 	 
	14	 	 	2.	Description
    of Property:
	15	* 	 	 	(a)	Street
Address: See Exhibit “A" attached
hereto, as may be amended from time to time by Seller upon 24
	16	 	 	 	 	hours' prior email notice
    to Broker including without limitation to add or delete the Exhibit “A" properties or to

    change the purchase price amounts.
	17	 	 	 	 	Legal
    Description:     See Exhibit  "A"
                                                                                                                    
	18	 	 	 	 	                                                                                              ̈  See
Attachment ______________                                        
	19	 	 	 	 	 
	20	* 	 	 	(b)	Personal
    Property, including storage sheds, electrical (including pedestal), plumbing, septic systems, water 
	21	* 	 	 	 	tanks, pumps, solar
    systems/panels, irrigation systems, gates, domestic water systems, gate openers and 
	22	 	 	 	 	controls, fencing,
    timers, mailbox, utility meters (including gas and water), windmills, cattle guards, existing 
	23	* 	 	 	 	landscaping, trees,
    shrubs, and lighting:      if and to the extent the following exist                                         
	24	 	 	 	 	                                                                                              ̈  See
Attachment _______________                                      
	25	* 	 	 	(c)	Occupancy:
	26	* 	 	 	 	Property   ̈
    is  x  is
    not currently occupied by a tenant. If occupied, the lease term expires____________ .
	27	* 	 	 	 	 
	28	* 	 	3.	Price
    and Terms: The property is offered for sale on the following terms or on other terms acceptable to Seller:
	29	* 	 	 	(a)	Price:
    $ See Exhibit "A"                     
	30	* 	 	 	(b)	Financing
Terms: x
Cash  ̈
Conventional  ̈
VA  ̈
FHA  ̈
USDA  ̈
Other (specify) ___________
	31	* 	 	 	 	 ̈
    Seller Financing: Seller will hold a purchase money mortgage in the amount of $ ________________________
	32	* 	 	 	 	with the following
    terms: ______________________________________________________________________
	33	 	 	 	 	 ̈
    Assumption of Existing Mortgage: Buyer may assume existing mortgage for $                        
       plus
	34	 	 	 	 	an assumption fee
    of $ ____________________. The mortgage is for a term of ____________ years beginning in
	35	 	 	 	 	_____________, at
    an interest rata of ______ %  ̈
    fixed  ̈
    variable (describe) ___________________________.
	36	 	 	 	 	Lender approval of assumption  ̈
    is required  ̈
    is not required  ̈
    unknown. Notice to Seller: You may
    
	37	 	 	 	 	remain liable for an assumed mortgage for a number
    of years after the Property is sold. Check with your 
	38	 	 	 	 	lender to determine the extent of your liability.
    Seller will ensure that all mortgage payments and required 
	39	 	 	 	 	escrow deposits are current at the time of closing
    and will convey the escrow deposit to the buyer at closing.
	40	 	 	 	(c)	Seller Expenses: Seller will pay mortgage
    discount or other closing costs not to exceed ___________% of the purchase
	41	 	 	 	 	 price and any other
    customary residential closing expenses Seller agrees to pay in connection with a transaction.
	42	 	 	 	 	 
	43	 	 	4.	Broker
    Obligations: Broker agrees to make diligent and continued efforts to sell the Property until closing occurs. a
    sales 
	44	 	 	 	contract
    is pending on the Property.
	45	 	 	 	 
	46	 	 	5.	Multiple Listing Service:
    Placing the Property in a multiple listing service (the "MLS") is beneficial to Seller 
	47	 	 	 	because the Property will be exposed
    to a large number of potential buyers. As a MLS participant. Broker is obligated 
	48	 	 	 	to timely deliver this listing to
    the MLS. This listing will be promptly published in the MLS unless Seller 
	49	 	 	 	directs Broker otherwise in
    writing. Seller authorizes Broker to report to the MLS this listing information and price, 
	50	* 	 	 	terms, and financing information
    on any resulting sale for use by authorized Board / Association members and 
	51	* 	 	 	MLS participants and subscribers
    unless Seller directs Broker otherwise in writing.
	 	 	 	 	 	 
	 	 	 	6.	Broker
    Authority: Seller authorizes Broker to: 
	 	 	 	 	(a)	Advertise the Property
    as Broker deems advisable and with Seller’s prior written approval of all content and media
	 	 	 	 	 	including
    advertising     the     Property     on     the     Internet     unless limited in (6)(a)(i)
    or (6)(a)(ii) below.
	 	 	 	 	 	(Seller opt-out)
    (Check one if applicable)
	 	 	 	 	 	(i)   ̈  Display
    the Property on the Internet except the street address.
	 	 	 	 	 	(ii)  ̈  Seller
    does not authorize Broker to display the Property on the Internet.







  







	Seller
    () (_____) and Broker/Sales Associate (_____) () acknowledge receipt of a copy of this page, which is Page 1 of
    4.
	VLLA-2   Rev
    10/13	©
    2013 Florida Association of Realtors®


Software and
added formatting © 2016 Alta Star Software, all rights reserved. * www.altastar.com * (877) 279-8898


 






     


     


    

 


	52	 	 	 	Seller
    understands and acknowledges that if Seller selects option (ii), consumers who search for listings on 
	53	 	 	 	the Internet will
    not see information about the Property in response to their search.
	54	*	 	 	_____________ / ______________
    initials of Seller
	55	 	 	(b)	Place appropriate
    transaction signs on the Property, including "For Sale" signs and "Sold" signs (once Seller 
	56	 	 	 	signs a sales contract)
    and use Seller's name in connection with marketing or advertising the Property.
	57	 	 	(c)	Obtain information
    relating to the present mortgage(s) on the Property.
	58	 	 	(d)	Provide objective
    comparative market analysis information to potential buyers.
	59	*	 	(e)	(Check if applicable)
     ̈
    Use a lock box system and/or gate code to show and access the Property. A lock
	60	 	 	 	box or gate does
    not ensure the Property’s security. Seller is advised to secure or remove valuables. Seller 
	61	 	 	 	agrees that the lock
    box or gate is for Seller's benefit and releases Broker, persons working through Broker, 
	62	 	 	 	and Broker's
    local Realtor Board / Association from all liability and responsibility in connection with any 
	63	*	 	 	damage or loss that
    occurs.  ̈
    Withhold verbal offers.  ̈
    Withhold all offers once Seller accepts a sales 
	64	 	 	 	contract for the
    Property.
	65	 	 	(f)	Act as a transaction
    broker single agent unless a different relationship is or has been established in writing.
	66	 	 	(g)	Virtual Office
    Websites: Some real estate brokerages offer real estate brokerage services online. These 
	67	 	 	 	websites are referred
    to as Virtual Office Websites ("VOWs"). An automated estimate of market value or 
	68	 	 	 	reviews and comments
    about a property may be displayed in conjunction with a property on some VOWs. 
	69	 	 	 	Anyone who registers
    on a VOW may gain access to such automated valuations or comments and reviews 
	70	 	 	 	about any property
    displayed on a VOW. Unless limited below, a VOW may display automated valuations or 
	71	 	 	 	comments and reviews
    about this Property.
	72	*	 	 	x
    Seller does not authorize an automated estimate of the market value of the listing (or a hyperlink to such 
	73	 	 	 	estimate) to be displayed
    in immediate conjunction with the listing of this Property.
	74	*	 	 	x
    Seller does not authorize third parties to write comments or reviews about the listing of the Property (or 
	75	 	 	 	display a hyperlink
    to such comments or reviews) in immediate conjunction with the listing of this Property.
	 	 	 	 	 
	76	 	7.	Seller
    Obligations and Representations: In consideration of Broker's obligations, Seller reasonably agrees to:
	77	 	 	(a)	Cooperate with Broker
    in carrying out the purpose of this Agreement, including referring immediately 
	78	 	 	 	to Broker
    all inquiries regarding the Property's transfer, whether by purchase or any other means of transfer.
	79	 	 	(b)	Provide Broker
    accurate information about the Property of which Seller may be aware, including but not 
	80	 	 	 	limited to utility
    availability, presence of or access to water supply, sewer or septic system, problems with 
	81	 	 	 	drainage, grading
    or soil stability, environmental hazards, commercial or industrial nuisances (noise, odor, 
	82	 	 	 	smoke, etc.), utility
    or other easements, shared driveways, encroachments from or on adjacent property, 
	83	 	 	 	zoning, wetland,
    flood hazard, tenancies, cemetery/grave sites, abandoned well, underground storage tanks, 
	84	 	 	 	presence of protected
    species, or nests of protected species.
	85	 	 	(c)	Provide Broker
    access to the Property and make the Property available for Broker to show during reasonable
	86	 	 	 	times.
	87	 	 	(d)	Inform Broker before leasing, mortgaging, or otherwise encumbering the Property excluding notices of commencement

                                    
for property under construction.
	88	 	 	(e)	Indemnify Broker
    and hold Broker harmless from losses, damages, costs, and expenses of any nature, including
    
	89	 	 	 	attorney's fees and from liability to any person, that Broker incurs because of (1) Seller's gross negligence,
	90	 	 	 	representations material known misrepresentations, actions, or inactions;
(2) the use of a lock box or gate 
	91	 	 	 	code; except in the event of Broker’s negligence (3)
    the existence of undisclosed known material facts about
	92	 	 	 	 the Property; or (4) a court or arbitration decision that
    a  broker who was not compensated in connection
	93	 	 	 	with a transaction is entitled to compensation
                                    from Broker. This
                                    clause will survive Broker's  performance
 and the transfer of title. 
	94	 	 	(f)	Perform
any act reasonably necessary to comply with FIRPTA (Section 1445 of the Internal Revenue Code).
	95	 	 	(g)	 Make all legally
    required disclosures, including all facts that materially affect the Property’s value and are not
	96	 	 	 	readily observable
    or known by the buyer. Seller to the best of Seller’s knowledge certifies and represents that 
	97	 	 	 	Seller knows of no such material
facts (local government building code violations, unobservable defects, etc.) 

other than the following:
	98	*	 	 	 
	99	 	 	 	Seller will
    immediately inform Broker of any material facts that arise after signing this Agreement.
	100	 	 	(h)	Consult appropriate
    professionals for related legal, tax, property condition, environmental, foreign reporting 
	101	 	 	 	requirements, and
    other specialized advice.
	102	 	 	(i)	Seller represents that Seller is not aware of any notice of default recorded
    against the Property; any
	103	 	 	 	delinquent amounts
    due under any loan secured by or other obligation affecting the Property; any bankruptcy, 
	104	 	 	 	foreclosure, insolvency,
    or similar proceeding affecting the Property; any litigation, arbitration, administrative 
	105	 	 	 	action, government
    investigation, or other action that affects or may affect Seller's ability to transfer the 
	106	 	 	 	Property; any current,
    pending, or proposed special assessments affecting the Property; any planned public 
	107	 	 	 	improvements which
    may result in special assessments; or any mechanics' liens or material supplier liens 
	108	 	 	 	against the Property.


 


	Seller () (_____) and Broker/Sales
    Associate () (_____) acknowledge receipt of a copy of this page, which is Page 2 of 4.
	VLLA-2   Rev
    10/13	©
    2013 Florida Association of Realtors®


  






     


     


    

 





	109	 	 	8.	Compensation: Seller will
    compensate Broker as specified below for procuring a buyer who is ready, willing, 
	110	 	 	 	and able to purchase the Property
    or any interest in the Property on the terms of this Agreement or on any other 
	111	 	 	 	terms acceptable to Seller.
    Seller will pay Broker as follows (plus applicable sales tax):
	112	*	 	 	(a)	      6      
    % of the total purchase price plus $      0.00                            
    OR $       0.00                             
    , no
	113	 	 	 	 	later than the date of closing specified in the
    sales contract. However, closing is not a prerequisite for Broker's 
	114	 	 	 	 	fee being earned.
	115	*	 	 	(b)	___________ ($ or %) of the consideration paid
    for an option, at the time an option is created. If the option is
	116	 	 	 	 	exercised, Seller will pay Broker
    the Paragraph 8(a) fee, less the amount Broker received under this 
	117	 	 	 	 	subparagraph.
	118	*	 	 	(c)	___________ ($ or %) of gross lease value as
    a leasing fee, on the date Seller enters into a lease or
	119	 	 	 	 	agreement to lease, whichever is earlier. This
    fee is not due if the Property is or becomes the subject of a 
	120	 	 	 	 	contract granting an exclusive right to lease
    the Property. 
	121	 	 	 	(d)	Broker's fee is due in the following circumstances:
    (1) if any interest in the Property is transferred, whether by 
	122	 	 	 	 	sale, lease, exchange, governmental action,
    bankruptcy, or any other means of transfer, regardless of whether 
	123	 	 	 	 	the buyer is secured by Seller, Broker,
    or any other person. (2) If Seller refuses or fails to sign an offer at the 
	124	 	 	 	 	price and terms stated in this Agreement,
materially and intentionally defaults on an executed sales contract, 
	125	*	 	 	 	or agrees with a buyer to cancel an executed
sales contract: (3) If, within    15   
days after Termination Date 
	126	 	 	 	 	("Protection Period"), Seller
    transfers or contracts to transfer the Property or any interest in the Property
	127	 	 	 	 	to any prospects with whom Seller, Broker,
or any real estate licensee communicated in writing regarding the
	128	 	 	 	 	Property before Termination Date. However,
    no fee will be due Broker if the Property is relisted after
	129	 	 	 	 	  Termination Date and sold through another broker.
	130	 	 	 	(e)	Retained
    Deposits: As consideration for Broker’s services, Broker is entitled to receive ______% of all 
	131	 	 	 	 	deposits
    that Seller retains as liquidated damages for a buyer’s default in a transaction, not to exceed the 
	132	 	 	 	 	Paragraph 8(a) fee in no
    event shall Broker’s fee be due if buyer defaults, and this provisions shall control 

    any contrary provision in a sale & purchase agreement.
	 	 	 	 	 	 
	133	 	 	9.	Commercial
    Real Estate Sales Commission Lien Act: The Florida Commercial Real Estate Sales Commission 
	134	 	 	 	Lien Act provides that when a broker
    has earned a commission by performing licensed services under a brokerage 
	135	 	 	 	agreement with you, the broker may
    claim a lien against your net sales proceeds for the broker's commission. The 
	136	 	 	 	broker's lien rights under the act
    cannot be waived before the commission is earned.
	 	 	 	 	 
	137	 	 	10.	Cooperation with and Compensation
    to Other Brokers: Notice to Seller: The buyer’s broker, even if 
	138	 	 	 	compensated by Seller or Broker,
    may represent the interests of the buyer. Broker's office policy is to cooperate 
	139	 	 	 	with all other brokers except when
    not in Seller's best interest and to offer compensation in the amount of
	140	*	 	 	x
      3  % of the purchase price or $    0.00                       
    to a single agent for the buyer; x
    3      % of the
	141	*	 	 	purchase price or $  0.00                 
    to a transaction broker for the buyer; and x
    3           % of the purchase
	142	*	 	 	price or $     See
    Exhibit “A”                    
    to a broker who has no brokerage relationship with the buyer.
	143	*	 	 	 ̈
    None of the above. (If this is checked, the Property cannot be placed in the MLS.)
	 	 	 	 	 
	144	 	 	11.	Conditional Termination: At
    Seller’s request, Broker may agree to conditionally terminate this Agreement. If
	145	 	 	 	Broker agrees to conditional
    termination, Seller must give Broker email notice confirming such termination
	146	*	 	 	sign a withdrawal agreement, reimburse Broker for all direct expenses
incurred in marketing the Property,
	147	 	 	 	and pay a cancellation fee of $ that is mutually agreeable unless otherwise waived by
    Broker plus      . applicable
	148	 	 	 	sales tax. Broker may void the conditional termination, and Seller will pay the fee stated in
    Paragraph 8(a)
	149	 	 	 	less the cancellation fee if Seller
    transfers or contracts to transfer the Property or any interest in the Property  during
	150	 	 	 	the time period from
    the date     of conditional termination to Termination Date and Protection Period, if applicable.
	 	 	 	 	 
	151	 	 	12.	Dispute
    Resolution: This Agreement will be construed under Florida law. All controversies, claims, and other 
	152	 	 	 	matters in question between the parties
    arising out of or relating to this Agreement or the breach thereof will be 
	153	 	 	 	settled
    by first attempting mediation under the rules of the American Mediation Association or other mediator
	154	 	 	 	agreed
    upon by the parties.  If litigation. arises out of this Agreement, the prevailing party will be
    entitled to recover
	155	 	 	 	reasonable attorney’s fees
    and costs, unless the parties agree that disputes will be settled by arbitration as follows:
	156	*	 	 	Arbitration: By initialing in the
    space provided, Seller (____) (____), Sales Associate (____), and Broker (____)
	157	 	 	 	agree that disputes not resolved  by
    mediation will be settled by neutral binding arbitration in the county in which
	158	 	 	 	the Property is located in accordance
    with the rules of the American Arbitration Association or other arbitrator
	159	 	 	 	agreed upon by the parties.  Each
    party to any arbitration (or litigation to enforce the arbitration provision of this
	160	 	 	 	Agreement or an arbitration award)
    will pay its own fees, costs, and expenses, including attorney’s fees, and will
	161	 	 	 	equally
    split the arbitrator’s fees and administrative fees of arbitration.
	 	 	 	 	 
	162	 	 	13.	Miscellaneous: This Agreement
    is binding on Seller's and Broker's heirs, personal representatives, 
	163	 	 	 	administrators, successors, and assigns.
    Broker may not assign this Agreement to another listing office. This 
	164	 	 	 	Agreement is the entire agreement
    between Seller and Broker. No prior or present agreements or representations


 


	Seller () (_____) and Broker/Sales
    Associate () (_____) acknowledge receipt of a copy of this page, which is Page 3 of 4.
	VLLA-2   Rev
    10/13	©
    2013 Florida Association of Realtors®







 






     


     


    

 








	165	 	 	 	will
    be binding on Seller or Broker unless included in this Agreement Electronic signatures are acceptable and 
	166	 	 	 	will
    be binding. Signatures, initials, and modifications communicated by facsimile will be considered as originals. 
	167	 	 	 	The
    term "buyer" as used in this Agreement includes buyers, tenants, exchangers, optionees, and other categories
	168	 	 	 	of potential or actual transferees.
	 	 	 	 	 
	169	*	 	14.	Additional
    Terms: ________________________________________________________________________
	
         

         

        170

         

        171

         

        172

         

        173

         

        174

         

        175

         

        176

         

        177

         

        178

         

        179

         

        180

         

        181
	 	 	 	The term of this
    Agreement shall automatically renew for 30 day periods unless either party elects not to renew this Agreement by giving written
    notice to the party at least 7 days prior to the expiration of the Termination Date. Either party may terminate this Agreement
    during any renewal period by giving 7 days' written notice to the other party. The terms and conditions of all offers and
    contracts, and amendments thereto, are subject to Seller's written approval. Broker shall not be permitted to any compensation
    in connection with the Protection Period unless (a) Broker delivers a list of prospects to Seller prior to the Termination
    Date and (b) a prospect on such list ultimately closes on the acquisition of the Property. Seller shall not be in default
    of this Agreement unless Broker gives Seller thirty (30) days' written notice and an opportunity to cure. Any term of this
    Agreement requiring Seller's approval or agreement shall be in Seller's sole discretion. Seller and Broker waive jury trial
    and waive any rights to consequential, special, or punitive damages. In no event shall Seller be required to pay or reimburse
    broker for any out of pocket expenses. Broker shall indemnify and hold Seller harmless from claims for compensation from other
    brokers and/or Broker's gross negligence. There are no third party beneficiaries of this Agreement. Broker shall maintain
    its brokerage license in good standing and comply with all applicable laws and codes and rules and regulations of any homeowner's
    association(s). Broker acknowledges and agrees that Seller may or may not improve the property(ies) in its sole discretion
    at any time and any such improvement(s) shall not be deemed to hinder or Interfere with Broker's obligations under this Agreement.
	182	 	 	 	 
	 	 	 	 
	183	 	 	 
	 	 	 	 
	184	*	 	Seller’s
    Signature: ____________________________________________________Date: _________________
	 	 	 	 
	185	*	 	Home
    Telephone: ____________________ Work Telephone: _______________ Facsimile: _________________
	 	 	 	 
	186	*	 	Address:
    ___________________________________________________________________________________
	 	 	 	 
	187	*	 	Email
    Address: _____________________________________________________________________________
	 	 	 	 
	188	*	 	Seller’s
    Signature:    /s/ Hunter Gary                      
    Date:       2/10/16                 
	 	 	 	                                    MB
    2013 LLC, by Hunter Gary, President and CEO
	 	 	 	 
	189	*	 	Home
    Telephone: ____________________ Work Telephone: 212-702-4332      Facsimile:
    ________________
	 	 	 	 
	190	*	 	Address:
    787 Fifth Avenue, 47th Floor, New York, NY 10153                                                                                  
	 	 	 	 
	191	*	 	Email
    Address: hgary@help.com                                                                                                                               
	 	 	 	 
	192	*	 	Authorized
    Sales Associate or Broker:    /s/ Christopher Cleary              Date: 2/9/16                  
	 	 	 	 
	193	*	 	Brokerage
    Firm Name: Bayswater Brokerage Florida LLC                
    Telephone: 772-794-7827                                 
	 	 	 	 
	194	*	 	Address:
    2231 Falls Circle, Vero Beach, FL 32967                                                                                                  
	 	 	 	 
	195	*	 	 	Copy
    returned to Seller on ____________________ by  ̈
    email   ̈
    facsimile   ̈  mail   ̈  personal
    delivery.
	 	 	 	 	 
	 	 	 	 	The Florida Association
    of REALTORS® makes no representation as to the legal validity or adequacy of any provision of this form in
    any specific transaction.  This standardized form should not be used in complex transactions or with extensive riders
    or additions.  This form is available for use by the entire real estate industry and is not intended to identify
    the user as REALTOR®. REALTOR®, is a registered collective membership make which may be used
    only by real estate licensees who are members of the NATIONAL ASSOCIATION OF REALTORS® and who subscribe to
    its Code of Ethics.   The copyright laws of the United States (17 U.S. Code) forbid the unauthorized reproduction
    of this form by any means including facsimile or computerized form.







 


	Seller ()
    (_____) and Broker/Sales Associate (_____) () acknowledge receipt of a copy of this page, which is Page 4 of 4.
	VLLA-2   Rev
    10/13	©
    2013 Florida Association of Realtors®


Software and added formatting © 2016
Alta Star Software, all rights reserved. * www.altastar.com * (877) 279-8898


  



     


     


    




 





EXHIBIT
A


 


	Address	 	Target Sales Price	 
	1211 Stillwater Drive, Miami Beach, FL 33141	 	$	2,000,000.00	 
	1420 Biscaya Drive, Surfside, FL 33154	 	$	4,850,000.00	 
	Lot in between 700 88 ST and 682 88 ST, Surfside, FL 33154 (El/2 OF LOT 25 & LOT 26 BLK 28A, PB 16-44)	 	$	2,850,000.00	 
	18970 N Bay Road, Sunny Isles Beach, FL 33160	 	$	2,500,000.00	 



 


NOTE:
Seller may in its sole discretion from time to time designate one or more listing co-brokers for any and all properties subject
to this Agreement, and Broker shall be solely responsible for compensating any and all cooperating brokers as directed by Seller.