Exhibit




PROMISSORY NOTE F
(Adjustable Rate)




U.S. $5,500,000.00                                September 4th, 2014




FOR VALUE RECEIVED, the undersigned, 734 CITRUS HOLDINGS, LLC, a Florida limited liability company, 734 LMC GROVES,  LLC,  a  Florida  limited  liability  company,  734  CO­ OP GROVES, LLC, a Florida limited liability company, 734 BLP GROVES, LLC, a Florida limited liability company, and 734 HARVEST,  LLC,  a  Florida  limited  liability  company,  being collectively referred to as the "Borrower" (and unless otherwise provided the  term "Borrower" shall apply to each of said four limited liability companies both separately and collectively), jointly and severally, promise to pay to the  order  of  PRUDENTIAL  MORTGAGE CAPITAL COMPANY, LLC, a Delaware limited liability  company,  its successors and assigns ("Holder") the principal sum of Five Million  Five  Hundred  Thousand and No/100 Dollars ($5,500,000.00), with interest thereon, from the date  hereof  until  the Maturity Date payable as provided herein at the initial interest rate of three and forty-five hundredths (3.45%) percent per annum, which initial interest rate is subject to adjustment as provided below. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Instrument, as defined herein.


The principal and interest of this Promissory Note F (" Promissory Note" and the loan evidenced thereby are referred to herein as "Loan F") are to be paid in installments as   follows:


(i)quarterly interest payments of accrued interest on the principal balance remaining outstanding, from time to time, shall be paid by Borrower to Holder beginning on the first (1st) day of December, 2014 and continuing on the first (1st) day of each March, June, September and December thereafter; and















(ii)quarterly principal reduction payments  shall be made by  B01Tower  to  Holder in the amount of Fifty Five Thousand and No/100 Dollars (U.S. $55,000.00) each, commencing on the first (1st) day of March, 2015 and continuing on the first (1st) day of each June,  September, December  and March thereafter;   and


(iii)the entire then remaining outstanding balance of all principal and accrued interest thereon shall be due and payable, in full, on the first (1st) day of September, 2039 (the "Maturity Date").


On September 1, 2019 (the "First Change Date"), Holder shall have the right to adjust the Note Rate to the interest rate per annum equal to Holder's Adjusted Contract Rate (as defined below). Prior to the First Change Date, Holder shall give the Borrower written notice of the Adjusted Contract Rate to be applicable to this Promissory Note for the five (5) year period commencing on the First Change Date (the "Adjustment Notice"). Borrower shall be deemed to have accepted the Adjusted Contract Rate as the New Note Rate if Borrower does not pay all of the then outstanding balance of principal and interest due under this Promissory Note on the First Change Date. In the event the Borrower  accepts  the Adjusted  Contract  Rate  as the New  Note Rate by not paying this Promissory Note in full on the First Change Date after having received an Adjustment Notice from Holder, then the regularly scheduled quarterly installment payment of interest and regularly scheduled quarterly installment of principal, shall be due and payable on the First Change Date and the New Note Rate will be as set forth  in the Adjustment  Notice  for the  five (5) year period  commencing  on the First Change Date.


On September 1, 2024, September 1, 2029 and September 1, 2034 (the  "Subsequent  Change Dates"), Holder shall again have the right to adjust the Note Rate to the rate per annum equal to Holder's Adjusted Contract Rate. The Adjustment Notice procedure and the Borrower's acceptance of the Adjusted Contract Rate as the new Note  Rate if Borrower  does not  pay  all of the outstanding balance of principal and interest due under this Promissory Note  on  the Subsequent Change Dates shall be the same as set forth above for the First Change   Date.









The term "Adjusted Contract Rate" means the interest rate, as determined by Holder in its sole discretion, at which Holder would be willing to make a loan on the First Change Date or on  any Subsequent Change Date in the amount of the then remaining unpaid principal balance of this Promissory Note to a comparable borrower with a net worth and financial position equal to that of Borrower on the First Change Date or any Subsequent Change Date and secured by similar collateral of comparable value, age, condition, marketability and utility to the remaining collateral securing this Promissory Note.


Holder shall not be required to provide Borrower with  a new Adjusted  Contract Rate on  the First Change Date or on any Subsequent Change Date if (i) the Borrower  is in default under  any term or provisions of this Promissory Note, the Instrument securing this Promissory Note or  any other Loan Document or (ii) Borrower has not delivered to Holder any and all financial information related to the Borrower and/or the real and personal property pledged as collateral for this Promissory Note or to the operation thereof, as Holder may reasonably request, in order for Holder to perform a review of the then remaining indebtedness to determine  the  Adjusted  Contract Rate. The parties agree that a default by Borrower in any of the matters set forth in items (i) through (ii) of this paragraph shall constitute a material default under this Promissory Note and, in the event of such default, Holder may, at its sole and absolute discretion, declare a default under this Promissory Note whereupon this Promissory Note shall become immediately due and payable in full.


Unless otherwise provided by law, all payments made by Borrower will be applied first to any costs and expenses incurred by Holder in enforcing or collecting this Promissory Note, including reasonable attorney fees, and then to any advances and expenditures made by Holder to protect its interests under this Promissory Note, the Instrument or any other document given to secure Borrower's payment of this indebtedness. Any remaining amounts will then be applied to interest due with the balance, if any, to be applied on account of principal.


For the purposes of calculating interest under this Promissory Note, a year of 360 day consisting of twelve (12) thirty (30) day months shall be employed regardless of the actual time elapsed.













All   payments   under   this Promissory Note shall be made, without offset or deduction,
(a)in lawful money of the United States of America at the office  of Holder  or  at  such  other  place (and in the manner) Holder may specify by written notice to Borrower, (b) in immediately available federal funds by federal wire transfer, and (c) if received  by Holder  prior  to  2 P.M. local time in the place so designated by Holder  for payments  under this Promissory  Note,  shall  be credited on that day, or, if received by Holder on or after 2 P.M. local time in the place so designated by Holder for payments under this Promissory Note, shall, at Holder's option,  be credited on the next Business Day. If any payment due date falls on a day which is not a Business Day, then the payment due date shall be deemed to have fallen on the next succeeding Business Day. The term "Business Day" shall mean  each  Monday  through  Friday  except  for days in which commercial banks are not authorized  to  open  or are required  by law to  close in  the State in which the place designated by Holder for payments under this Promissory Note is located.


Both principal and interest shall be payable in lawful money of the United States of America by federal wire transfer unless directed by Holder in writing to be otherwise forwarded to Prudential Asset Resources, Inc. Mortgage Loan Servicing, 2100 Ross Avenue, Suite 2500, Dallas, Texas 75201 or such other place as the Holder hereof may, from time to time, designate in writing.


In the event that any payment of principal and/or interest due under this Promissory Note should not be fully made by the fifth (5th) day following the due date thereof, then:


(A).A late charge of $0.05 for each ($1.00) Dollar of such payment shall automatically become due to the Holder of this Promissory Note and be secured by the Instrument. This charge shall be in addition to all other rights and remedies available to the Holder of this Promissory Note upon the occurrence of a default under the Promissory Note or any other Loan Document  (as hereinafter defined); and









(B).The Holder of this Promissory Note shall have the right, upon written notice to Borrower, to increase the rate of interest per annum on the entire principal balance of this Promissory Note then outstanding, from the Note Rate to the Default Rate (as hereinafter defined) and, upon said notice and unless Borrower  shall pay to Holder  the amount  of  such overdue payment together with the late charge assessed thereon within three (3) Business Days of Borrower's receipt of said notice (which receipt shall be conclusively presumed to have occurred on the third Business Day following the date such notice was placed in the mail with the United States Postal Service or on the date of actual delivery if delivered personally or by private carrier/messenger service), such increase to the Default Rate shall remain in force and effect for so long as such default shall  continue  or the Holder otherwise agrees. Interest at the Default Rate is in addition to and not in lieu of any Prepayment Premium due after acceleration of the indebtedness due hereunder by Holder after an Event of Default. The Default Rate shall also apply to any judgment obtained with respect to the Obligations and/or any Loan Document from the date such judgment becomes due and owing under a final and non-appealable order until the amount of such judgment is paid in full.


As used herein, "Note Rate" is defined as the contract rate of interest stated above in the first paragraph of this Promissory Note.  "Default Rate" is defined as the lesser of (i) the maximum rate allowed by applicable law or (ii) the per annum rate equal to the Note Rate plus Five Percent (5%).


The Borrower severally waives presentment for payment, demand, notice of demand  and  of dishonor and nonpayment  of this Promissory Note,  notice of intention to accelerate and notice  of acceleration of the maturity of this Promissory Note, protest and notice of protest, diligence in collecting and the bringing of suit against any other party and said Borrower  agrees  to  all renewals, extensions, modifications, partial payments, releases or substitutions of security,  in  whole or in part, with or without notice, before or after maturity, all without in any way affecting the liability of Borrower  under this Promissory Note.









Should this Promissory Note be signed by more than one person and/or firm and/or corporation, all of the obligations herein contained shall be considered joint  and  several obligations of each signer hereof.


This Promissory Note evidences Borrower's unconditional obligation to repay the indebtedness described herein. This Promissory Note and interest hereon are secured by a Mortgage and Security Agreement of even date herewith by Borrower to Holder (the "Instrument") to be recorded in the Public Records of Charlotte County, which Instrument encumbers property located in said county and, unless otherwise stated herein, this Promissory Note is to be construed according to the laws of the State of Florida. The payment of this Promissory Note is secured by, among other things, the Collateral as defined in aforementioned Instrument. A default by Borrower under the Instrument is a default herein and Borrower shall observe and perform all of the terms and conditions in the Loan Documents as defined in the Instrument. Said Loan Documents are incorporated into this Promissory Note as if fully set forth herein. A default under Promissory Note A in the face amount of Fourteen Million Five Hundred Thousand and No/100 Dollars ($14,500,000.00) from Borrower to Holder dated December  31, 2012 evidencing Loan 717610613  ("Note  A", the loan evidenced  thereby  is referred to as "Loan A" and the loan documents pertaining thereto are referred to as the "Loan A Loan Documents"), Promissory Note B in the face amount of Fourteen Million Five Hundred Thousand and No/100 Dollars ($14,500,000.00) from Borrower to Holder dated December 31, 2012 evidencing Loan 717610637 ("Note B", the loan evidenced thereby is referred to as "Loan B and  the  loan  documents pertaining thereto are referred to as the "Loan B Loan Documents"), Future Advance Promissory Note D (Adjustable Rate) in the face amount of up to Six Million and No/100 Dollars ($6,000,000.00) from Borrower to Holder dated March 26, 2013 evidencing Loan 717610647 ("Note D", the loan evidenced thereby is referred to as "Loan D", and the loan documents  pertaining thereto are referred to as the "Loan D  Loan  Documents")  and/or  under  Promissory Note F in the face amount of Five Million Five Hundred Thousand and No/100 Dollars ($5,500,000.00) from Borrower to Holder dated of even date  herewith  evidencing  Loan 717610897 ("Note E", the loan evidenced thereby is referred to as "Loan E and  the  loan  documents pertaining thereto  are referred to as the "Loan E Loan Documents", said Note A, Note









B, Note D and Note E are collectively referred to as the "Other Notes", Loan A, Loan B, Loan D, and Loan F are collectively referred to as the "Other Loans" and the Loan A Loan Documents,  Loan B Loan Documents, Loan D Loan Documents and Loan E  Loan  Documents,  are  collectively referred to as the "Other Loan Documents"). A default in this Promissory Note, after expiration of all applicable grace and notice periods herein, is a default in the Other Notes and in the other Loan Documents and a default in the Other Notes and/or in the Other Loan Documents, after expiration of all applicable grace and notice periods therein, is a default herein.  The Collateral for the Other Loans also secures the obligations of Borrower under this Promissory Note and under the Loan Documents and the Collateral for this Promissory Note also secures the obligations of Borrower under the Other Notes and under the Other Loan   Documents.


This Promissory Note may be declared due (accelerated) at the option of the Holder hereof prior to its expressed maturity date for an Event of Default, as defined in the Instrument and after the expiration of applicable grace and notice periods therein. In the event of such acceleration, all of the then remaining principal and interest, together with any Prepayment Premium due under the terms of this Promissory Note shall become at once due and payable without further notice, demand or presentment for payment.  Borrower agrees that any Prepayment Premium due upon any such acceleration by Holder is in addition to the remedy of acceleration and is not in lieu thereof and is in addition to both the collection of interest at the Note Rate or Default Rate, as applicable, and collection of Late Charges   hereunder.


The privilege granted to Borrower to make unscheduled principal reduction payments of the indebtedness evidenced by this Promissory Note and the terms under which this Promissory Note may be prepaid by Borrower and the applicable Prepayment Premium (as defined in the Prepayment Rider) that will be due upon any such unscheduled prepayment(s) of this indebtedness are set forth in the Prepayment Rider attached hereto and incorporated herein by this reference. Terms defined in this Promissory Note shall also be applicable to the use of such terms in the Prepayment Rider.









It is the intent of the Holder of this Promissory Note and the Borrower in the execution of this Promissory Note, the Loan Documents and all other instruments now or hereafter securing this Promissory Note to contract in strict compliance with all applicable laws and, in particular, with applicable usury law. In furtherance thereof, said Holder and the Borrower stipulate and agree that none of the terms and provisions contained in this Promissory Note, or in any other instrument executed in connection herewith, shall ever be construed to create a contract to pay interest at a rate in excess of the maximum interest rate permitted to be charged by applicable law for the use, forbearance or detention of money or to pay any other amount not permitted by law. Neither the Borrower nor any guarantors, endorsers or other parties now or hereafter becoming liable for payment of this Promissory Note shall ever be required to pay interest on this Promissory Note at a rate in excess of the maximum interest that may be lawfully charged or to make any other payment(s) not permitted under applicable law. The provisions of this paragraph shall control over all other provisions of this Promissory Note and any other instruments now or hereafter executed in connection herewith which may be in apparent conflict herewith. The Holder of this Promissory Note expressly disavows any intention to charge any amount not permitted by law or to collect excessive, unearned interest or finance charges under this Promissory Note, or in the event the maturity of this Promissory Note is accelerated. If the maturity of this Promissory Note shall be accelerated, for any reason, or if the principal of this Promissory Note is paid prior to the end of the term of this Promissory Note and, as a result thereof, the interest or any other charge received for the actual period of existence of the loan evidenced by this Promissory Note exceeds the applicable maximum lawful rate for such interest or other charge, the Holder of this Promissory Note shall, at its option, either refund to the Borrower the amount of such excess or credit the amount of such excess against the principal balance of this Promissory Note then outstanding and thereby shall render inapplicable any and all penalties of any kind provided by applicable law as a result of such excess interest or other charge. In the event that any Holder of this Promissory Note shall collect monies which are deemed to constitute interest which would increase the effective interest rate on this Promissory Note to a rate in excess of that permitted to be charged by applicable law, all such sums deemed to constitute interest in excess of the lawful rate shall, upon such determination, at the option of the Holder of this Promissory Note be either immediately returned to the Borrower or credit 







against the principal balance of this Promissory Note then outstanding, in which event any and all penalties of any kind under applicable law as a result of such excess interest shall be inapplicable. By execution of this Promissory Note the Borrower acknowledge(s) that B01rnwer believe(s) the loan evidenced by this Promissory Note to be non-usurious and agrees that if, at any time, the Borrower should have reason to believe that such loan is in fact usurious or any other charge exceeds that permitted by applicable law, Borrower will give the Holder of this Promissory Note notice of such condition and the Borrower agree(s) that said Holder shall have thirty (30) days in which to make appropriate refund or other adjustment in order to correct such condition, if in fact such exists. The term "applicable law" as used in this Promissory Note shall mean the laws of the State Florida; as such laws now exist or may be changed or amended or come into effect in the future.


Should the indebtedness represented by this Promissory Note or any part thereof be enforced or collected at law or in equity or through any bankruptcy, receivership, probate or other court proceedings or if this Promissory Note is placed in the hands of attorneys for collection after default, and expiration of all applicable grace and notice periods,  the Borrower  agrees to pay to  the Holder of this Promissory Note, in addition to the principal and interest  due  and  payable hereon and to the full extent permitted by law, all reasonable attorneys'  fees and reasonable costs  of collection. For purposes of this paragraph "costs of collection" shall be deemed to include (by way of example and not by limitation), among other reasonable costs, all reasonable costs incurred in securing and protecting any of the real property or personal property described in the Loan Documents and Holder's interest therein, together with all reasonable fees and expenses charged by the attorneys engaged by Holder for collection purposes.


Any forbearance, failure or delay by Holder in exercising any right, power or remedy provided herein or in the Loan Documents or provided by law shall not preclude a further or subsequent exercise thereof or constitute a waiver of default by Borrower and every such right, power or remedy of Holder shall continue in full force and effect unless such right, power and remedy and each such default or breach by Borrower is separately and specifically waived by Holder in writing.















If any clause, term or provision of this Promissory Note or any of the Loan Documents is held to be unenforceable by a court of competent jurisdiction, said clause, term, provision so held to be unenforceable shall be stricken and all the remaining portions of this Promissory Note and/or the Loan Documents shall remain in full force and effect.


Borrower and all persons or entities holding any legal or beneficial interest whatsoever in Borrower or any security for this Promissory Note are not included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services or any kind to, or otherwise associated with any of the persons or entities referred to or described in Executive Order 13224 - Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, as amended. It shall constitute an Event of Default hereunder and under the Instrument securing this instrument if the foregoing representation and warranty shall ever become false.


Neither Borrower, nor any persons holding any legal or beneficial interest whatsoever in any collateral given by Borrower to secure this Promissory Note shall, at any time during the term of the loan evidenced by this Promissory Note, be described in, covered by or specially designated pursuant to or be affiliated with any persons described in, covered by or specially designated pursuant to Executive Order 13224, as amended, or any similar list issued by the Office of Foreign Assets Control ("OFAC") or any other department or agency of the United States of America. Notwithstanding the foregoing, Borrower hereby confirm(s) that if he/she//they/it become(s) aware or receives any notice of any violation of the foregoing covenant and agreement (an "OFAC Violation") Borrower will immediately (i) give notice to Holder of such OFAC Violation, and (ii) comply with all Laws applicable to such OFAC Violation, including, without limitation, Executive Order 13224; the International Emergency Economic Powers Act 50 U.S.C. Sections 1701-06; the Iraqi Sanctions Act, Pub.   L. 101-513,







104 Stat. 2047-55; the United Nations Participation Act, 22 U.S.C. Section 287c; the Antiterrorism and Effective Death Penalty Act, (enacting 8 U.S.C. Section 219, 18 U.S.C.  Section 2332d and 18 U.S.C.  Section 2339b); the International   Security and Development




Cooperation Act, 22 U.S.C. Section 2349 aa-9; the Terrorism Sanctions Regulations, 31 C.F.R. Part 595; the Terrorism List Governments Sanctions Regulations, 31. C.F.R Part 596; and the Foreign Te1Torist Organizations Sanctions Regulations, 31 C.F.R. Part 597 (collectively, the "Anti-Terrorism Regulations") and Borrower hereby authorize(s) and consent(s)  to  Holder's  taking any and all reasonable steps Holder deems necessary, in  its  sole discretion,  to  comply  with all Laws applicable to any such OFAC Violation, including the requirements of the Anti­Terrorism Regulations. Notwithstanding anything  to  the  contrary  in  this  Section,  Borrower shall not be deemed to be in violation of the covenants and agreements set forth in the first  sentence of this Section if B01Tower timely comply(ies) with all requirements imposed by the foregoing sentence and all requirements of the Anti-Terrorism Regulations  and  all  other applicable  Laws relating to such OFAC  Violation.


Borrower acknowledge(s), represent(s) and warrant(s) to Holder that:


(a)the primary purpose for the within loan is business and investment  (and not  for personal,  family or household purposes); and


(b)none of the proceeds to be distributed under this Promissory Note will be used to acquire (or refinance  the  acquisition  price  of) real property or personal property which was or is to be used as a primary residence of Borrower or any other party to any of the Loan Documents.


Without limiting the right of Holder to bring any action or proceeding against the undersigned or its property arising out of or relating to the Obligations, as defined in the  Instrument, (an "Action") in the courts of other jurisdictions to the extent necessary to satisfy jurisdiction and venue requirements as to B01Tower (the "Jurisdiction and Venue Exception"), Holder and Borrower hereby irrevocably submit to the jurisdiction of any state circuit court in Florida having jurisdiction over any cause of action set forth in the Action for any  county  in  which any part of the Premises  is located  even if located  in more than one county and regardless of whether such counties are contiguous or in any United States District Court for 







the district including any said counties where the Premises are located.  Further,  subject to  the Jurisdiction  and  Venue  Exception,  Holder  and  Borrower  hereby  irrevocably  agree that  any Action  may be


heard and determined in any of such state circuit court or in any such federal district court as the sole and exclusive courts and venue for any such Action.  Holder, subject to the Jurisdiction and Venue Exception, and Borrower hereby irrevocably waive, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of any Action in such jurisdiction. Holder, subject to  the  Jurisdiction  and  Venue  Exception,  and  Borrower hereby irrevocably agree that the summons and complaint or any other process in any Action  in  any jurisdiction may be served  in any manner  authorized  by  applicable law.  Such service will be complete as provided under applicable law and the time to respond shall be governed by applicable law.






WAIVER OF JURY TRIAL. THE BORROWER, HOLDER AND ALL ENDORSERS, GUARANTORS AND SURETIES, TO THE FULL EXTENT  PERMITTED BY LAW, DO HEREBY WAIVE AND COVENANT THAT EACH WILL NOT ASSERT, WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE, ANY  RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON  THIS PROMISSORY NOTE, THE SUBJECT MATTER HEREOF, THE OTHER NOTES, THE INSTRUMENT OR ANY LOAN DOCUMENT(S) OR OTHER INSTRUMENT RELATING HERETO, IN EACH  CASE  WHETHER  NOW  EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR IN TORT OR OTHERWISE.


[SIGNATURE BLOCKS ON SUBSEQUENT PAGES]

















IN WITNESS WHEREOF, this Promissory Note has been executed by as of the date first set forth above.




"BORROWER"


734 CITRUS HOLDINGS,  LLC,  a Florida limited liability company


By:     /s/ Clayton G. Wilson   
(Signed Name)


As:   Clayton G. Wilson, Chief Executive Officer







"BORROWER"


734 LMC GROVES, LLC, a Florida limited liability company


By:     /s/ Thomas B. Powers      
(Signed Name)


Its:   Thomas Brian Powers, Manager







"BORROWER"


734 CO-OP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager










"BORROWER"


734 BLP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager







"BORROWER"


734 HARVEST, LLC, a Florida limited liability company


By:     /s/ Jerry L. Brewer      
(Signed Name)


Its:   Jerry L. Brewer, Manager









PREPAYMENT RIDER










Subject to payment of the Prepayment Premium referred to below and all accrued interest and other sums due under this Promissory Note, Borrower shall have the right to prepay all or any part of the outstanding principal balance of this Promissory Note, on any date (the "Prepayment Date"), upon giving not less than thirty (30) days prior written notice to Holder of Borrower's intention to prepay. Any partial prepayment must be in a minimum amount of Two Hundred Fifty Thousand and No/100 ($250,000.00). No partial prepayment shall result in any adjustment of the amount of the scheduled payments thereafter becoming due.


If within five (5) years after the date of this Promissory Note (the "Prepayment Premium Period") all or any portion of the outstanding principal balance of this Promissory Note is prepaid for any reason whether voluntary or involuntary or after acceleration by Holder upon a default by Borrower under this Promissory Note, the Instrument or any Loan Document, Borrower shall pay Holder a prepayment premium (the "Prepayment Premium") equal to the greater of (i) or (ii) below:


(i)one half of one percent (0.50%) of the principal amount of this Promissory Note being prepaid; or,


(ii)an amount equal to the Present Value of Loan F (as hereinafter defined) less the amount of principal of this Promissory Note being prepaid including accrued interest, if any, calculated as of the Prepayment Date.


Holder will notify Borrower of the amount and basis of the determination of the Prepayment Premium. On or before the Prepayment Date, Borrower shall pay to Holder the Prepayment Premium together with the amount of the principal being prepaid and all accrued interest and other sums due under this Promissory Note and under Loan F.













Holder shall not be obligated to accept any prepayment of the principal balance of this Promissory Note unless such prepayment is accompanied by any Prepayment Premium,  all accrued interest and all other sums due under  Loan   F.


For the purposes of determining the Prepayment Premium, the following terms shall have the following meanings:


The "Treasury Rate" is the semi-annual yield on the Treasury Constant Maturity Series with maturity equal to the remaining weighted average life  of  Loan  F,  for the week  prior  to  the  Prepayment  Date,  as reported  in  Federal  Reserve  Statistical Release
H.15 - Selected Interest Rates, conclusively determined by Holder on the Prepayment Date. The rate will be determined by linear interpolation between the yields reported in Release H.15, if necessary. In the event Release H.15 is no longer published, Holder shall select a comparable publication to determine the Treasury Rate.


The "Discount Rate" is the rate which, when compounded quarterly, is equivalent to the Treasury Rate, when compounded semi-annually.


The "Present Value of Loan F" shall be determined by discounting all scheduled payments of principal and interest (at the Note  Rate even if  interest is then  accruing  at  the Default Rate) remaining through the Maturity Date attributed to the amount being prepaid under this Promissory Note, at the Discount  Rate.  If prepayment occurs on a date other than a regularly scheduled payment date, the actual number of days remaining from the Prepayment Date to the next regularly scheduled payment date will be used to discount within this period.


Borrower agrees that Holder shall not be obligated to reinvest the amount prepaid in any Treasury obligations as a condition precedent to receiving the Prepayment Premium.









A default by Borrower in any payment of any amount(s) due under this Promissory Note or a default or breach of any of Borrower's duties and obligations under the Instrument or any of the other Loan Documents as to which Holder accelerates all indebtedness due under this Promissory Note, shall conclusively be deemed an effort by the Borrower to effect a voluntary prepayment of the Promissory Note. The Prepayment Premium for such voluntary prepayment shall become effective, due and payable as of the day prior to the date of acceleration of this Promissory Note (the "Effective Date"). The related Prepayment Premium, whether paid from the proceeds of a foreclosure sale or otherwise, shall be calculated, due, and payable as of the Effective Date.
Unscheduled prepayments (whether voluntary or involuntary or after acceleration  by Holder upon a default by Borrower under this Promissory Note), made on this Promissory Note  after the Prepayment Premium Period shall not be subject to the payment of the Prepayment Premium.
It is the express intention of the parties that any application of the Default Rate before, upon and/or after acceleration of the indebtedness due under this Promissory Note by Holder as permitted in this Promissory Note is in addition to, and not in lieu of any Prepayment Premium provided for herein whether any Event of Default upon which acceleration is based is intentional or unintentional. In addition to voluntary prepayments,  the  above  Prepayment  Premium shall also be due upon involuntary and voluntary defaults upon acceleration of the indebtedness due hereby by Holder during the Prepayment Premium  Period  and is not in lieu of the right to accelerate and shall be in addition to the  collection  of interest  at the Default  Rate under the Promissory Note and in addition to the collection of  Late  Charges  under  the  Promissory Note.


No unscheduled prepayment of amounts due under this Promissory Note, whether made pursuant to the provisions of this Rider, or otherwise, shall result in the adjustment or reduction of any scheduled payment of principal and interest as set forth in this Promissory Note.


[SIGNATURE AND NOTARY BLOCKS ON SUBSEQUENT PAGES]



















"BORROWER"


734 CITRUS HOLDINGS,  LLC,  a Florida limited liability company


By:     /s/ Clayton G. Wilson   
(Signed Name)


As:   Clayton G. Wilson, Chief Executive Officer







"BORROWER"


734 LMC GROVES, LLC, a Florida limited liability company


By:     /s/ Thomas B. Powers      
(Signed Name)


Its:   Thomas Brian Powers, Manager







"BORROWER"


734 CO-OP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager










"BORROWER"


734 BLP GROVES, LLC, a Florida limited liability company


By:     /s/ Clayton G. Wilson      
(Signed Name)


Its:   Clayton G. Wilson, Manager







"BORROWER"


734 HARVEST, LLC, a Florida limited liability company


By:     /s/ Jerry L. Brewer      
(Signed Name)


Its:   Jerry L. Brewer, Manager











Florida documentary stamp tax
in the amount of $19,250.00 calculated on the $5,500,000.00 total of the face
amount of this Promissory Note paid on the Instrument being recorded in the Public Records of
Charlotte County, Florida on or about the date hereof.









STATE OF FLORIDA
S.S.
COUNTY OF POLK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson, as the Chief Executive Officer of 734 CITRUS HOLDINGS, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or ( ) produced a driver's license issued by          , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 28th day of August, 2014.




                            /s/ David A. Miller        
Signature of Notary Public)


                 David A. Miller        
(Printed Name of Notary Public)
                                   
My commission expires:     06/04/17    




[NOTARY SEAL]







STATE OF FLORIDA
S.S.
COUNTY OF POLK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Thomas Brian Powers, the manager of 734 LMC GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or ( ) produced a driver's license issued by          , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 28th day of August, 2014.




                            /s/ David A. Miller        
Signature of Notary Public)


                 David A. Miller        
(Printed Name of Notary Public)
                                   
My commission expires:     06/04/17    




[NOTARY SEAL]









STATE OF FLORIDA
S.S.
COUNTY OF POLK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson, the manager of 734 CO-OP GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or ( ) produced a driver's license issued by          , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 28th day of August, 2014.




                            /s/ David A. Miller        
Signature of Notary Public)


                 David A. Miller        
(Printed Name of Notary Public)
                                   
My commission expires:     06/04/17    




[NOTARY SEAL]









STATE OF FLORIDA
S.S.
COUNTY OF POLK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Clayton G. Wilson, the manager of 734 BLP GROVES, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or ( ) produced a driver's license issued by          , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 28th day of August, 2014.




                            /s/ David A. Miller        
Signature of Notary Public)


                 David A. Miller        
(Printed Name of Notary Public)
                                   
My commission expires:     06/04/17    











STATE OF FLORIDA
S.S.
COUNTY OF POLK


BEFORE ME, a Notary Public in and for said County and State on the date below,    personally appeared Jerry L. Brewer, the manager of 734 HARVEST, LLC, a Florida limited liability company, and acknowledged that he executed the foregoing instrument on behalf of said limited liability company.


Said person (x) personally known to me or ( ) produced a driver's license issued by          , a State of the United States which is either current or has been issued within the past five (5) years  and bears a serial or other identification number.


IN WITNESS WHEREOF, I have affixed my notarial seal this 28th day of August, 2014.




                            /s/ David A. Miller        
Signature of Notary Public)


                 David A. Miller        
(Printed Name of Notary Public)
                                   
My commission expires:     06/04/17