AGREEMENT


 


COME
NOW, Shepherd’s Finance, LLC, a Delaware limited liability company registered to do business in the state of Florida
(“Lender”), and 1333 Vista Drive LLC, LLC, a Florida limited liability company (“Buyer”), who hereby state
and agree as follows:


 


WHEREAS,
Lender previously provided a first mortgage construction loan financing to Lex Partners II, LLC, a Florida limited liability company
(“Lex”) , the original borrower, for that certain real property located at 1333 Vista Drive, Sarasota FL 34239, legally
described per the attached Exhibit “A” (the “Vista Property”), as more fully described in the promissory
note, construction loan agreement, mortgage, and other loan documents related to this Loan (the “Vista Loan”);


 


WHEREAS,
thereafter Buyer purchased the Vista Property from Lex, and in so doing, acquired title to the Vista Property subject to the Vista
Loan;


 


WHEREAS,
the Vista Loan is in default;


 


WHEREAS,
Buyer is desirous of deeding the Vista Property to Lender in lieu of foreclosure;


 


NOW,
THEREFORE, the parties do hereby stipulate and agree as follows:


 


	1.	The
    above recitals to this Agreement are fully incorporated herein by this reference thereto with the same force and effect as
    though restated herein.
	2.	Buyer
    shall execute and deliver to Lender various other documents and agreements (the “DIL Documents”) prepared and
    reasonably required by the Lender to effectuate a deed in lieu of foreclosure of the Vista Property to Lender.
	3.	Buyer
    shall execute and deliver to Lender the attached general release.
	4.	Upon
    execution of this agreement and the DIL Documents by Buyer and delivery of same to Lender, Lender shall pay to Buyer the sum
    of $50,000.00.
	5.	Once
    Lender acquires title to the Vista Property by virtue of the DIL Documents, Lender may complete construction of the single
    family residence being built thereon, but shall not be required to do so. Once Lender sells the Vista Property, then Lender
    shall pay to Buyer the first $250,000.00 in profit. Any additional profit above $250,000.00 shall be retained by Lender.
	6.	Profit
    for the foregoing paragraph shall be calculated based on the gross sales price, less the following:
	 	a.	all
    closing and other costs associated with the deed in lieu transfer as well as any sale of the Vista Property by Lender to a
    third party, including but not limited to Broker fees, all sums due per the Vista Loan, including all unpaid principal, interest,
    late fees and all other sums due and owing,
	 	b.	all
    costs to complete construction of the single family residence on the Vista Property,
	 	c.	all
    real estate taxes for the Vista Property paid by Lender,


 







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	 	d.	insurance
    costs of the Vista Property,
	 	e.	maintenance
    and repair costs of the Vista Property and the residence being built thereon,
	 	f.	all
    legal fees and costs associated with the transactions contemplated by this agreement,
	 	g.	the
    sum of $50,000.00 being paid per this agreement to Buyer,
	 	h.	the
    sum of $25,000.00 being paid by Lender to Lex Partners II, LLC and/or Steve Hanson in consideration of their execution and
    delivery of a general release in favor of Lender.
	 	i.	all
    other cost or expenses not itemized above but paid or incurred by Lender that is in any way arising from or related to the
    transactions contemplated by this agreement, the completion of construction of the home on the Vista Property, all costs associated
    with ownership of the Vista Property, or the maintenance or repair of the Vista Property.


 


	7.	In
    the event of an insurance claim arising from the Vista Property and payment of said claim by any insurer of the Vista Property,
    then the amount of any insurance proceeds paid by the insurer, whether to Lender or to any third party, shall not be calculated
    as part of any gross proceeds or costs for purposes of calculating the gross profit.
	8.	Notwithstanding
    the foregoing, if Gary and Lourdes Edelen, or an entity solely owned and controlled by them, close on the purchase of the
    Vista Property within four months from the date of this agreement, then all profit from that sale shall be paid to Buyer even
    if in excess of $250,000.00.
	9.	Except
    as provided herein, all parties hereto shall incur their own attorney’s fees and costs.
	10.	This
    Agreement may be signed in duplicate counterpart. A copy may be relied upon as an original.
	11.	This
    Agreement was entered into in Sarasota County, State of Florida. The exclusive jurisdiction and venue for enforcement purposes
    shall be the appropriate Court of Sarasota, Florida. This Agreement shall be construed under Florida law.
	12.	This
    Agreement contains the entire agreement entered into between the parties and is entered into by the parties without reliance
    upon any oral or written promise, warranty, or representation other than as is expressly described herein.
	13.	This
    Agreement may not be altered, amended, modified or otherwise changed in any respect, except in a writing executed by the parties.
	14.	The
    failure of the Plaintiff to insist upon strict performance hereunder shall not be deemed a waiver of its rights to thereafter
    insist upon strict performance, nor a waiver of its right to declare a default based upon a subsequent failure to strictly
    perform and Plaintiff shall further not be estopped from subsequently declaring a default thereafter arising from the Plaintiff’s
    choice to not insist upon strict performance hereunder.
	15.	In
    the event of any dispute arising under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s
    fees and costs.


 




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Entered
into this 27th day of April, 2018 by and between:


 


	1333
    VISTA DRIVE, LLC	 
	 	 	 
	By:	/s/
    Dennis J. Nickerson	 
	Print
    Name:	Dennis
    J. Nickerson	 
	Manager		 
	 	 	 
	SHEPHERDS’S
    FINANCE, LLC	 
	 	 	 
	By:	/s/
    Daniel M. Wallach	 
	Print
    Name:	Daniel
    M. Wallach	 
	Manager		 


 




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