THIS AGREEMENT IS VOIDABLE BY THE BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER’S INTENTION TO CANCEL WITHIN FIFTEEN (15) DAYS AFTER THE DATE OF EXECUTION OF THIS AGREEMENT BY THE BUYER, AND RECEIPT BY THE BUYER OF ALL OF THE ITEMS REQUIRED TO BE DELIVERED TO HIM BY THE DEVELOPER UNDER SECTION 718.503, FLORIDA STATUTES. THIS AGREEMENT IS ALSO VOIDABLE BY BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER’S INTENTION TO CANCEL WITHIN FIFTEEN (15) DAYS AFTER THE DATE OF RECEIPT FROM THE DEVELOPER OF ANY AMENDMENT WHICH MATERIALLY ALTERS OR MODIFIES THE OFFERING IN A MANNER THAT IS ADVERSE TO THE BUYER. ANY PURPORTED WAIVER OF THESE VOIDABILITY RIGHTS SHALL BE OF NO EFFECT. BUYER MAY EXTEND THE TIME FOR CLOSING FOR A PERIOD OF NOT MORE THAN FIFTEEN (15) DAYS AFTER BUYER HAS RECEIVED ALL OF THE ITEMS REQUIRED. BUYER’S RIGHT TO VOID THIS AGREEMENT SHALL TERMINATE AT CLOSING. ORAL REPRESENTATIONS CANNOT BE RELIED UPON AS CORRECTLY STATING THE REPRESENTATIONS OF THE DEVELOPER. FOR CORRECT REPRESENTATIONS, REFERENCE SHOULD BE MADE TO THIS CONTRACT AND THE DOCUMENTS REQUIRED BY SECTION 718.503, FLORIDA STATUTES, TO BE FURNISHED BY A DEVELOPER TO A BUYER OR LESSEE. ANY PAYMENT IN EXCESS OF TEN PERCENT (10%) OF THE PURCHASE PRICE MADE TO DEVELOPER PRIOR TO CLOSING PURSUANT TO THIS CONTRACT MAY BE USED FOR CONSTRUCTION PURPOSES BY THE DEVELOPER.

CONDOMINIUM PURCHASE AND SALE AGREEMENT THE CORTEZ, A CONDOMINIUM THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into on ______________________, 201__ (the “Effective Date”), by and between 1723 COMARES, LLC, a Florida limited liability company, whose address is 23 Comares Avenue, St. Augustine, Florida 32080 (the “Developer”) and __________________________________________________________ (the “Buyer”), whose information is as follows: PLEASE PRINT NAME(S) THE WAY YOU WOULD LIKE TO TAKE TITLE: Buyer’s Name_______________________________________________ SSN____________________ Buyer’s Name_______________________________________________ SSN____________________ Permanent Address:__________________________________________ Phone:__________________ City:__________________________ State:_______________________ Zip:____________________ Local Address:______________________________________________ Phone:__________________ City:__________________________ State:_______________________ Zip:____________________ Email:_________________________________________ Buyer(s) wish to take title – check one of the following: 1

____Individual

____Tenants in Common

____Joint Tenants with Rights of Survivorship

____Corporation/LLC

____Tenants by the Entireties

____Trust Agreement

RECITALS A. Developer is the owner of a condominium project to be known as THE CORTEZ, a Condominium (the “Condominium”) to be developed on the parcel of real property in St. Johns County, Florida, described in the Declaration of Condominium for THE CORTEZ, a Condominium recorded or to be recorded in the public records of St. Johns County, Florida (the “Declaration”). B. Developer has offered to sell and Buyer has agreed to purchase the Property described in Paragraph 1 below, subject to the terms, conditions and provisions of this Agreement. C. All capitalized terms which are used and not defined herein shall have the meaning as described in the Declaration. NOW, THEREFORE, the parties agree as follows: 1. PURCHASE AND SALE. Developer agrees to sell and Buyer agrees to purchase the following unit: Condominium Unit No.________ together with Boat Slip No. _______ of THE CORTEZ, a condominium, according to the Declaration of Condominium thereof, (the “Unit”), recorded in the Public Records of St. Johns County, Florida, together with an undivided interest in the common elements appurtenant thereto (collectively referred to herein as the “Property”). Note: Sales materials may have displayed or contained certain items for demonstration purposes that are not included within this Agreement. The only personal property and options included herein are set forth on Exhibit A. 2. PURCHASE PRICE. The Total Purchase Price for the Property shall be $________________________, which sum shall be paid by Buyer to Developer as follows: PAYMENT

DUE DATE

AMOUNT

(a) Initial Deposit

Upon execution of this agreement

$_____________________

(b) Second Deposit

_______________, 201__

$_____________________

(c) Third Deposit

_______________, 201__

$_____________________

(d) Balance Due

At Closing

$_____________________

Deposits must be made by wire transfer to Escrow Agent, as described in Paragraph 3.

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Buyer understands that Buyer will be obligated to pay all cash at closing by wire transfer under this Agreement and that Buyer’s obligations under this Agreement to purchase the Unit will not depend on obtaining a mortgage from any lender or any conditions imposed by such lender. Buyer will be solely responsible for making Buyer’s own financial arrangements. The fact that Developer may arrange for the availability of mortgage loans for purchase of units will not in any way affect this obligation. Developer is under no obligation to arrange for the availability of a mortgage loan to Buyer. Developer agrees, however, to provide information to the lender, if any, and to coordinate closing with it, but only if the lender meets Developer’s closing schedule and pays the proceeds of its mortgage at closing. In the event that the lender does not pay Developer these proceeds at closing, Buyer will not be allowed to take possession of the Unit until Developer actually receives the funds, and they have cleared. 3.

USE OF DEPOSITS.

a. All payments made by Buyer under this Agreement prior to Closing as provided herein (the “Deposit” or “Deposits”) shall be held in escrow by St. Johns Law Group (the “Escrow Agent”), whose address is 509 Anastasia Boulevard, St. Augustine, Florida 32080. The Deposits shall be sent by wire transfer to Escrow Agent and shall be held in a non-interest bearing account. Buyer may obtain a receipt for the Deposits from Escrow Agent upon request. The Buyer, by executing this Agreement, hereby gives written instruction and authority to the Escrow Agent to disburse the Deposits in accordance with the provisions of this Agreement, Chapter 718, Florida Statutes, and an Escrow Agreement (which is an exhibit to the Prospectus). Buyer and Developer hereto agree to be bound by the terms, conditions, provisions and agreements of said Escrow Agreement. b. Any sums delivered in excess of ten percent (10%) of the Purchase Price may be used by the Developer in the construction of the Condominium, upon commencement of construction. Escrow Agent shall deliver the amount in excess of ten percent (10%) Deposit to Developer for use in connection with the construction of the Condominium, provided that construction has commenced, without any further consent or authorization of Buyer required. The Developer may assign its rights pursuant to this Agreement to a lender or lenders providing funds for the construction or development of the Condominium. 4. DEVELOPER’S FINANCING. Developer may borrow money from lenders to construct the Condominium or otherwise with regard to Developer’s ownership of the Condominium. Buyer agrees that any lender advancing funds or who has previously advanced funds to Developer for Developer’s use in connection with the Condominium and/or otherwise with regard to Developer’s acquisition and/or ownership of the Condominium will have a prior mortgage on the Unit and the Condominium until closing. At that time, Developer may use all of the proceeds of Buyer’s purchase which are necessary to release the Unit from the then applicable mortgages for the purpose of obtaining those releases. Neither this Agreement, nor Buyer’s payment of their deposits, will give Buyer any lien or claim against the Unit or the Condominium. Without limiting the generality of the foregoing, Buyer’s rights under this Agreement will be subordinate to all mortgages (and all modifications made to those mortgages) that secure the advancement of construction funds or otherwise, whether made or recorded before or after the date of this Agreement. 5. CONSTRUCTION. The following provisions will apply if the construction and landscaping of the Unit and the Condominium in which the Unit is located are not substantially complete on the date of this Agreement (if the Unit is now completed, the Buyer hereby acknowledges having inspected and approved it, and that Buyer is buying the Unit “As Is” except as indicated on any addendum):

3

a. Construction. Developer agrees to construct the Unit in substantial conformance with the plans and specifications on file in Developer’s office (“Developer’s Plans and Specifications”), which Buyer can inspect upon reasonable notice, and, where applicable, similar to an existing model of the Unit. Buyer acknowledges that the Developer’s Plans and Specifications for the Unit and Condominium have been made available by Developer for inspection. Buyer understands dimensions shown in Developer’s Plans and Specifications, and in any sales brochures, are approximate and may change due to field conditions. Buyer understands any existing model may contain items or special features which are not included in Buyer’s purchase, such as furnishings and decorations, accessories, special window treatments, upgraded carpet and flooring, special wall treatments, upgraded fixtures and special lighting effects, and extra appliances. Buyer understands the Total Purchase Price only includes the construction of Buyer’s Unit pursuant to Developer’s Plans and Specifications, standard items specified in Developer’s sales brochure, and those items or extras in a list attached to this Agreement as Exhibit “A”, if any. Developer reserves the right without liability to Buyer to make modifications, changes or omissions to the Unit or Condominium common elements as long as they do not substantially and adversely affect Buyer, or if they are required by any governmental authority, and to substitute materials, equipment, cabinets, fixtures, appliances, and/or floor coverings with items of similar or greater quality. Buyer understands and agrees that the dimensions of rooms and balconies and the location of telephone, electric, cable TV and other utility outlets, windows, doors, walls, partitions, lighting fixtures, electric panel boxes and the general layout of the Unit are subject to change by Developer in its sole discretion. Buyer understands materials used in the construction such as brick, wood, paint, tile, marble, and the like, are subject to shading and gradation and may vary from samples, models or color charts, and from piece to piece, and Developer will not be liable for such variation. Developer will have complete discretion in “finishing details”, including, but not limited to, the exterior of the buildings, landscaping, amenities, and beautification of the Condominium. Buyer further agrees and understands that trees and landscaping which are located on portions of the Condominium Property may be removed to permit construction. Developer does not guaranty the survival of any trees or landscaping which are left or planted on any portion of the Condominium Property. Buyer acknowledges and agrees that it is a widely observed construction industry practice for pre-construction plans and specifications for any unit or buildings to be changed and adjusted from time to time in order to accommodate ongoing “in the field” construction needs. These changes and adjustments are essential in order to permit all components of the units and the buildings to be integrated into a well-functioning and aesthetically pleasing product. Because of the foregoing, Buyer acknowledges and agrees that it is to their benefit to allow Developer to make such changes to the Unit and the Condominium. Buyer further acknowledges and agrees that (i) the plans and specifications for the Unit and the Condominium on file with applicable governmental authorities may not, initially, be identical in detail to Developer’s Plans and Specifications and, (ii) because of the day-to-day nature of the changes described in this Paragraph, the plans and specifications on file with the local governmental authorities may not include some or any of the changes (there being no legal requirement to file all changes with such authorities). As a result of the foregoing, buyer and Developer both acknowledge and agree that the Unit and the Condominium may not be constructed in accordance with the plans and specifications on file with applicable governmental authorities. Developer disclaims and Buyer waives any and all express or implied warranties that construction will be accomplished in compliance with such plans and specifications. Developer has not given and Buyer has not relied on or bargained for any such warranties. In furtherance of the foregoing, in the event of any conflict between the actual construction of the Unit and/or the Condominium, and that which is set forth on the plans, Buyer agrees that the actual 4

construction shall prevail and to accept the Unit and Condominium as actually constructed (in lieu of what is set forth on the plans). As a result of in the field construction and other permitted changes to the Unit, as more fully described in this Section, actual square footage of the Unit may also be affected. Accordingly, during the pre-closing inspection, Buyer should, among other things, review the size and dimensions of the Unit. By closing, Buyer shall be deemed to have conclusively agreed to accept the size and dimensions of the Unit, regardless of any non-material variances in the square footage from that which may have been disclosed to Buyer at any time prior to closing, whether included as part of the Condominium Documents, Developer’s promotional materials or otherwise. Buyer hereby waives and expressly releases the Developer from any warranty and claim for loss or damages resulting from any non-material variances between any represented or otherwise disclosed square footage and actual square footage. Because of Developer’s need to coordinate the appearance and design of the overall department of the Condominium, both in connection with the nature and layout of the land on which construction is to take place and the street, common areas and other features of the development, Buyer understands and agrees: The Unit may be constructed as a reverse (“mirror image”) of that illustrated in the floor and building plan of the applicable model and building (as shown in the Condominium documents or in any illustrations of the model and building); and may be “sited” in a position different from that of the applicable model and floor and building plan (or any such illustrations). Buyer agrees to accept the Unit and the said buildings as “sited” by Developer and as constructed according to a reverse floor and/or building plan. This paragraph does not limit the generality of Developer rights, set out elsewhere in this Agreement, to make other changes in the Unit, the Condominium and the Condominium documents. Buyer understands and agrees that in designing the Condominium, the stairwells within the Condominium Property, if any, were intended primarily for ingress and egress, and, as such may be constructed and left unfinished solely as to be functional for said purpose, without regard to the aesthetic appearance of said stairwells. Similarly, the utility pipes serving the Condominium are intended solely for functional purposes, and as may be left unfinished without regard to the aesthetic appearance of same. The foregoing is not intended to prohibit the use of the stairwells and utility pipes for any other legal purpose. Developer does not make any representation or warranty as to the level of sound and/or odor transmission between and among units and the other portions of the Condominium Property, and Buyer hereby waives and expressly releases any such warranty and claim for loss or damages resulting from sound and/or odor transmission. The waivers of Buyer contained in this Paragraph will survive and continue to be effective after closing. b. Completion Date. Developer agrees to substantially complete construction of the Unit, in the manner specified in this Agreement, by a date no later than two (2) years following the Effective Date of this Agreement, subject, however, only to delays caused by matters which are legally recognized defenses to contract actions in the jurisdiction where the Condominium is being erected; however, such date may be extended by any other provision in this Agreement. This Paragraph shall not delay the effectiveness of this Agreement, which shall be immediate, but, rather, shall be deemed a condition subsequent to this Agreement. c. Interference with Construction and Pre-Closing Inspection. Prior to the closing, Buyer will not enter into or upon the Unit or Condominium or interfere with the progress of construction 5

or with workmen, and Buyer will not cause such entry or interference by others. Developer will not be liable for any injury resulting from Buyer’s breach of this paragraph. Notwithstanding anything herein to the contrary, Buyer may enter the Unit for the purpose of making one pre-closing inspection and preparation of a “punch list” of items of workmanship or materials, only within the Unit itself, which Developer may agree to correct within a reasonable time subsequent to closing. Said pre-closing inspection shall be made by appointment with Developer’s representative prior to closing, and shall be scheduled on the date and at the time set by Developer. Both Buyer and Developer’s representative shall sign the punch list which is prepared at said pre-closing inspection. Developer shall only be required to correct those items of workmanship and materials which should be corrected in order to conform construction of the Unit to the prevailing standards of construction of similar units in St. Johns County within a reasonable time after closing. Notwithstanding the preparation of a punch list, Developer’s obligations to correct any items will not be grounds for deferring the closing, nor imposing any condition on closing, and there shall be no postponement of closing, holdbacks of closing funds, or escrow of sums due to punch list items. d. Completion. The issuance of a temporary, partial or permanent Certificate of Occupancy or the equivalent for Buyer’s Unit, the floor where Buyer’s Unit is located or the building in which the Unit located will conclusively establish completion of Buyer’s Unit and Buyer’s unconditional obligation to close. If some items are not finished at closing including extras referred to herein, Buyer will not hold back any funds or object to a final non-escrow closing. The Common Elements and other portions of the Condominium Property need not then have certificates of occupancy, nor be completed. 6. CLOSING. Upon the completion of the Unit as defined hereinabove, the closing contemplated herein shall take place upon notification from the Developer to the Buyer, which notice shall set forth the time and date of closing (the “Closing Date”). The location of closing shall be St. Johns Law Group, 509 Anastasia Boulevard, St. Augustine, Florida 32080. The Closing Date specified in the aforementioned notice shall be set by Developer and shall not be less than three (3) nor more than ten (10) days from the date of such notice. No extension of Closing Date shall be effective unless given in writing by Developer. The Closing Date shall be the date utilized for calculation of all prorations, adjustments, and condominium association maintenance assessments required by this Agreement. Notwithstanding the foregoing, the Developer may and is authorized to postpone the closing for any reason and Buyer agrees to close on the date Developer specifies in its notice of postponement. A change in time of closing shall not require any additional notice. Any notice of closing, postponement or rescheduling may be given orally, by telephone, text message, facsimile, email or any other means of communication at Developer’s option. All of these notices will be sent or directed to the address, email address, or telephone number as specified on Page 1 of this Agreement. Theses notices will be deemed effective on the date given or mailed. An affidavit of one of Developer’s employees or agents that notice was given to Buyer will be conclusive for purposes of proving that notice was given. If Buyer fails to receive any notice because Buyer failed to advise Developer of any change of address, telephone number or email address, or because Buyer failed to pick up a letter when Buyer had been advised of an attempted delivery, or for any other reason, Buyer will not be relieved of Buyer’s obligation to close on the scheduled date unless Developer agrees in writing to postpone the scheduled date. Buyer understands that Developer is not required to reschedule or to permit a delay in closing. In the event Buyer fails to close this transaction on the Closing Date for any reason other than for a delay desired, requested or caused by Developer (including the Buyer’s failure to obtain or procure any document or instrument required at closing), the Buyer shall further be required to pay Developer, at the time of closing, a sum equal to the highest applicable lawful interest rate per annum calculated on a daily basis on the outstanding balance of the purchase price, from the Closing Date through and including the date of the actual closing. Provided, however, that the provisions of this Agreement relating to default 6

shall be considered paramount and shall prevail over the provisions of this Paragraph at the option of Developer. The acceptance by Buyer of the deed of conveyance shall be conclusive that Developer has performed all of its obligations under this Agreement. 7. DEED; TITLE TO UNIT. Developer and Buyer agree that Buyer is purchasing the Unit subject to those items more particularly set forth in this Paragraph, and that title to the Unit which the Buyer will acquire according to the terms and conditions of this Agreement will be good and insurable, and subject to the Permitted Exceptions as defined below. Developer will convey title to the Unit by special warranty deed, subject only to (a) real estate taxes and any other taxes and assessments imposed by other taxing authorities for the year of the closing and subsequent years; (b) covenants, conditions, restrictions, agreements, limitations, reservations, declarations, dedications, and easements of record by Developer in connection with development of the Condominium; (c) existing zoning ordinances, publicly dedicated rights-of-way, easements and other matters of public record, including, but not limited to, utility agreements of record, and any other restrictions upon the use of the Property or other requirements by governmental authorities having jurisdiction; (d) any state of facts which an accurate survey of the Unit and Condominium would disclose; (e) any mortgage executed by the Buyer encumbering the Unit; (f) the Declaration of Condominium and Exhibits thereto, including but not limited to the Bylaws, Articles of Incorporation and Rules and Regulations and any amendments to the foregoing; (g) standard exceptions for waterfront property and for artificially filled in land in what was formerly navigable waters and for similar property, if applicable; (h) the standard printed exceptions contained in an ALTA owner’s policy of title insurance; (i) Chapter 718, Florida Statutes, and all other laws, ordinances and rules and regulations of all governmental agencies; (j) pending governmental liens for public improvements as of closing; and (k) any other matters not described herein for which affirmative title coverage may be given. Developer hereby reserves the right to grant any and all easements over, upon, under and across the Condominium which may be necessary or desirable in order to furnish utility services to the Condominium or any portion thereof or otherwise required in connection with the development, construction or operation of the Condominium and Buyer’s title shall be subject to any such easements. The foregoing exceptions shall hereinafter be referred to as the “Permitted Exceptions”. Buyer understands that no limitation prohibits construction of the Unit or the use of the Unit as permitted by and subject to the provisions and restrictions contained in the Condominium Documents and Buyer agrees that the foregoing will not constitute a title defect or any basis for objection to title. If Developer cannot provide the quality of title described above, Developer will have a reasonable period of time of a minimum of ninety (90) days to correct any defects in title, but Developer is not obligated to do so. If Developer cannot, or elects not to, correct the defects, Buyer will have two options: (a) Buyer can accept title in the condition Developer offers it with defects and pay the full purchase price for the Unit, waiving any right Buyer may have against Developer because of the defects in title; or (b) Buyer can cancel this Agreement and receive a full refund of Buyer’s deposit, whereupon both Developer and Buyer shall be relieved of all obligations under this Agreement. Buyer must exercise either option by delivery to Developer of a written notice, which must be received by Developer no later than three (3) business days from the date that Developer delivers written notice to Buyer that Developer cannot or will not correct the title defects. If Developer does not receive Buyer’s notice within the three (3) day period, Buyer shall be deemed to have exercised the option contained in (a) and the parties shall proceed to close this transaction in accordance with the terms of this Agreement. 8.

CLOSING COSTS; PRORATIONS.

a. Buyer. In addition to the Total Purchase Price, Buyer shall pay Buyer’s attorney’s fees, if any, the recording fee of the special warranty deed, the documentary stamp tax affixed to the special warranty deed, and any other costs incurred in connection with Buyer obtaining a mortgage 7

loan on the Unit, including, but not limited to the fees, points, prepayments, escrows, appraisals, credit fees, expenses, mortgagee title policy and endorsements, and all other expenses charged by any lender giving Buyer a mortgage. Buyer shall reimburse Developer for any utility deposits, hook-up and/or connection fees which Developer may have advanced prior to closing for the Unit. Buyer shall pay a working capital contribution equal to three monthly Unit assessments. b. Developer. The Developer shall pay the Developer’s attorney’s fees, if any, the cost of the title search, the cost of the owner’s title insurance policy, and any sales commissions due pursuant to separate written agreements between the Developer and the brokers or sales agents concerned. c. Prorations. Taxes, Condominium Association assessments, and other proratable items shall be prorated as of the Closing Date. If taxes for the year of closing are assessed on the Condominium as a whole, Buyer shall pay Developer, at closing, the Unit’s allocable share of those taxes, as estimated by Developer and subject to reproration when the actual bill is available, for the Unit from the Closing Date through the end of the applicable calendar year and Developer will be responsible for paying the taxes for that year. If taxes for the year of closing are assessed on a unit-by-unit basis, Buyer and Developer shall prorate taxes as of the Closing Date based upon the actual tax bill, if available, or an estimate by Developer, if not available, and subject to reproration when the actual bill is available. In such case, the Buyer will be responsible for paying the full amount of the tax bill for that year. 9. WARRANTY AND DISCLAIMER. Buyer, to the extent permitted by law, is purchasing the Unit and its interest in recreational facilities and common elements “as is”. Developer will assign and deliver to Buyer at closing all warranties which Developer has received from suppliers applicable to equipment, fixtures, appliances and personal property, if any, contained within the Unit. To the maximum extent permitted lawful, all implied warranties of fitness for a particular purpose, merchantability and habitability, all warranties imposed by statutes (except only those imposed by the Florida Condominium Act to the extent they cannot be disclaimed and to the extent they have not expired by their terms) and all other implied or express warranties of any kind or character are specifically disclaimed. Without limiting the generality of the foregoing, Developer hereby disclaims any and all express or implied warranties, including, but not limited to, design, construction, view, sound and/or odor transmission, furnishing and equipping the Condominium property, the existence of molds, mildew, spores, fungi and/or other toxins within the Condominium property, except those set forth in Section 718.203, Florida Statutes, to the extent applicable and to the extent that same have not expired by their terms. Developer has not given and Buyer has not relied on or bargained for any such warranties. As to any implied warranty which cannot be disclaimed entirely, all secondary, incidental and consequential damages are specifically excluded and disclaimed (claims for such secondary, incidental and consequential damages being clearly unavailable in the case of implied warranties which are disclaimed entirely above). Buyer acknowledges and agrees that Developer does not guarantee, warrant or otherwise assure, and expressly disclaims, any right to view and/or natural light. Further, given the climate and humid conditions in Florida, molds, mildew, spores, fungi and/or other toxins may exist and/or develop within the Condominium Property. Buyer is hereby advised that certain molds, mildew, spores, fungi and/or other toxins may be, or if allowed to 8

remain for a sufficient period, may become toxic and potentially pose a health risk. By closing, Buyer shall be deemed to have assumed the risks associated with molds, mildew, spores, fungi and/or other toxins and to have released Developer from any and all liability resulting from same, including, without limitation, any liability for incidental or consequential damages, which may result from, without limitation, the inability to possess the Unit, inconvenience, moving costs, hotel costs, storage costs, loss of time, lost wages, lost opportunities and/or personal injury. Without limiting the generality of the foregoing, leaks, wet flooring and moisture will contribute to the growth of mold, mildew, fungus, or spores. Buyer understands and agrees that Developer is not responsible, and hereby disclaims any responsibility for any illness or allergic reactions which may be experienced by Buyer, its family members and/or its or their guests, tenants and invitees as a result of mold, mildew, fungus or spores. It is Buyer’s responsibility to keep the Unit clean, dry, well-ventilated and free of contamination. Buyer warrants that Buyer has not relied upon any verbal representations, advertising, portrayals or promises other than as expressly contained herein and in the Condominium Documents, as amended from time to time, including, specifically, but without limitation, any representations as to the existence of any view from the Unit or that any existing view will not be obstructed in the future; traffic conditions in, near or around the Condominium; disturbance from nearby properties; or disturbance from air or vehicular traffic. The provisions of this paragraph shall survive the closing of this transaction. 10.

DEFAULT.

a. By Buyer. Should Buyer fail to do any and all acts and execute any and all instruments necessary to close this transaction on the designated Closing Date or should Buyer fail to perform any covenant, promise or obligation required to be performed hereunder, Developer as its sole and exclusive remedy shall terminate this Agreement and retain, or if not then paid by Buyer, Buyer will pay to Developer, all of Buyer’s deposits then made or which would have been made or required had Buyer not defaulted, as liquidated and agreed upon damages; it being the agreement of the parties that such damages are incapable of ascertainment and that such sum is fair and reasonable compensation to Developer for removing the Unit from the market and are not a penalty, and all parties hereto shall be released from their obligations hereunder. The Escrow Agent, upon being notified of Buyer’s default, shall pay Buyer’s deposits to Developer and Escrow Agent shall be under no obligation to make any independent investigation or confirmation of the alleged default. b. By Developer. In the event Developer shall fail to perform any of its obligations hereunder, Buyer shall give Developer written notice specifying such default and if Developer, within thirty (30) days subsequent to receipt of said notice, fails to take such action which would cure the default within a reasonable time after notice, and if Buyer has performed all of Buyer’s obligations under this Agreement, Buyer may request the return of Buyer’s deposits, whereupon all parties hereto shall be released from their obligations hereunder and this Agreement shall be terminated; or Buyer may have the right to specifically enforce this Agreement or to have such other remedies as may be available under applicable law. 11. CONDOMINIUM DOCUMENTS. By execution of the Receipt for Condominium Documents constituting Exhibit “B” (the “Receipt”), Buyer hereby acknowledges receipt of copies of those instruments and documents listed on Exhibit “B” attached hereto and by this reference made a part hereof, and all other documents required to be furnished pursuant to Chapter 718, Florida Statutes (the “Condominium Documents”). The Buyer agrees that occupancy of the Unit shall at all times be subject to the provisions of the Condominium Documents. 9

Prior to the recordation of the Declaration in the Public Records, Developer may make changes in the Condominium Documents in its sole discretion, by providing Buyer with all such amendments that are made, provided that, as to these changes, Buyer will have fifteen (15) days from the date of receipt of such changes from Developer which materially alter or modify the offering of the Condominium in a manner adverse to Buyer in which to cancel this Agreement by delivering written notice to Developer of such cancellation. In the event of such cancellation, Buyer will receive a refund of any deposits. Developer will be relieved of all obligations under this Agreement when Developer refunds the deposits. Buyer will not be permitted to prevent Developer from making any change it wishes to make, in its sole discretion, nor to pursue any remedy other than the fifteen (15) day cancellation remedy herein described, and then only for the kind of changes that materially alter or modify the offering in a manner that is adverse to Buyer. If Buyer has the right to cancel this Agreement by reason of a change which materially alters or modifies the offering of the Condominium in a manner adverse to Buyer, Buyer’s failure to request cancellation in writing within the fifteen (15) day period will mean that Buyer accepts the change and waives irrevocably the right to so cancel. All rights of cancellation will terminate, if not sooner, then absolutely at closing. After closing, Buyer will have no remedy for any changes Developer may make or have made. Without limiting the generality of the foregoing and other provisions of this Agreement, Developer is specifically authorized to: (a) substitute the final legal descriptions and as-built surveys for the proposed legal descriptions and plot plans contained in the Condominium Documents even though changes occur in the permitting stage and during construction, and/or (b) combine and/or subdivide units prior to the recordation of the Declaration, provided that the percentage share of ownership of common elements of any unit not affected in the combination or subdivision is not changed. Such substitution, combination and/or subdivision shall not be deemed to be either material or adverse. The provisions of this Paragraph shall survive the closing of this transaction. 12. ASSESSMENT AND MAITNEANCE. Buyer understands and agrees to pay assessments to THE CORTEZ CONDOMINIUM ASSOCIATION, INC., a Florida not for profit corporation (the “Condominium Association”), for maintenance of common elements and any other expenses incident to the operation of the Condominium from the date of closing forward. Buyer agrees to be bound by and comply with all Condominium Documents. A capital contribution equal to three (3) months current assessments shall be paid at closing to the Condominium Association. This contribution will not be credited against regular assessments. 13. NON-ASSIGNABILITY. Buyer shall not, and has not right to, assign, sell or transfer Buyer’s interest in this Agreement without Developer’s prior written consent, which consent may be arbitrarily or unreasonably withheld, in Developer’s sole discretion. If Buyer is a corporation, partnership, other business entity, trustee or nominee, a transfer of any equitable, partner, beneficial, legal or principal interest in or to Buyer will constitute an assignment of the Agreement requiring Developer’s consent. The fact that Developer refuses to give its consent to an assignment shall not give rise to any claim against Developer for damages or otherwise. Developer may freely assign, transfer or sell any or all of its rights and obligations under this Agreement. 14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any action, litigation or proceeding arising out of or concerning this Agreement shall be in St. Johns County, Florida, and the parties expressly waive their right to venue elsewhere. 10

15. NOTICES. Notices to Developer shall be given by certified mail, postage prepaid and return receipt requested, hand delivery or a nationally recognized overnight courier and notices to the Buyer shall be given by first class mail, postage prepaid. All notices shall be sent to the addresses of the parties set forth on the first page of this Agreement. 16. BROKERAGE. Other than the real estate brokers which Developer and Buyer have acknowledged in writing, Buyer represents that there are no other real estate brokers involved in this transaction, and Buyer covenants to defend, indemnify and hold Developer and Developer’s broker harmless against all claims of real estate brokers or salesmen due to acts of the Buyer or Buyer’s representatives, and Buyer shall be liable for Developer’s costs, including attorneys’ fees and damages, which arise by virtue of such claims as set forth in this Paragraph. The Developer will not be liable for any brokerage commission other than the commission due Developer’s broker and/or on premise sales representatives retained by Developer for the sales of condominium units. 17. INSULATION DISCLOSURE. The Developer discloses to the Buyer that insulation has been installed in the Unit as follows: LOCATION

TYPE

THICKNESS

R-VALUE

Buyer understands that the R-values given are based solely on information provided Developer by the manufacturers of the insulation and that Developer is not responsible for their errors or omissions. These insulation disclosures are subject to Developer’s right to make changes and to applicable limitations of liability stated in this Agreement. 18.

MISCELLANEOUS. a.

Time is of the essence in this Agreement with respect to Buyer’s obligations

hereunder. b. If any part of this Agreement is not enforceable in accordance with its terms or would render other parts of this Agreement or this Agreement in its entirety unenforceable, the enforceable part or parts are to be judicially modified to come as close as possible to the expressed intent of such part or parts and still be enforceable without jeopardy to other parts of this Agreement. If the unenforceable part or parts cannot be so modified, such part or parts shall be unenforceable and considered null and void in order that the mutual paramount goal that this Agreement is to be enforced to the maximum extent possible strictly in accordance with its terms can be achieved. c. Should any term or provision of this Agreement be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining terms or provisions, all of which will remain in full force and effect. d. Buyer acknowledges that Buyer acquires no right, title, interest or lien rights in the Unit prior to the conveyance of title and Buyer agrees not to file in the Public Records any claim, memorandum or notice, including a lis pendens, concerning any dispute with Developer relative to the subject matter of this Agreement. Any such recording shall be a default herein. 11

e. This Agreement shall not be recorded in any public records. Any such recording shall be a default herein. f. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument which may be sufficiently evidenced by such counterpart. 19. LIABILITY FOR CASULATY LOSS. If the Unit is damaged by fire or other casualty after the date of this Agreement, but prior to the closing of the Unit, then Developer shall be financially responsible for the loss. If, however, such damage occurs after the closing of the sale of any Unit, then the Condominium Association shall have the right to decide whether or not to repair the Unit. After the closing, neither the Condominium Association nor the Developer shall be financially responsible to Buyer for the loss of any property lying within the boundaries of the Unit, including, but not limited to, personal property. In the event Developer decides to repair the damage, in its sole discretion, then the Developer shall have a reasonable time to complete repairs. Any such repair work will be judged by the same standards used to evaluate new construction. In the event of the foregoing, Buyer shall not have any right to reduction in Total Purchase Price, nor have any claim against the Developer, and the Buyer agrees to accept title on the scheduled Closing Date, provided the repairs are finished by the Closing Date. Any monies the Developer receives in settlement of any damages will belong to the Developer. In the event the Buyer receives any money in connection with the damage, then the Buyer shall turn it over to the Developer. If the Developer decides not to repair the damage, then, and in that event, this Agreement shall be cancelled and all deposits shall be returned to the Buyer, and the parties shall be relieved of all further obligations. 20. DEVELOPER’S USE OF THE CONDOMINIUM PROPERTY. As long as Developer owns a Unit or Units, it and its agents can keep offices and model Units within the Property. Developer’s sales people can show these Units, erect advertising signs and do whatever else is necessary in Developer’s opinion to help sell Units or develop and manage the Property. 21. SURVIVAL. The provisions and disclaimers in this Agreement are intended to have effect after closing and shall survive and continue to be effective after closing and delivery of the deed. 22. JOINT AND SEVERAL LIABILITIY. If more than one person signs this Agreement as Buyer, each person shall be liable for full performance of all Buyer’s duties and obligations hereunder. Developer may enforce this Agreement against each of the Buyers as individuals or together. 23. WAIVER. Developer’s waiver of any of its rights or remedies shall not operate to waive any other of Developer’s rights or remedies or prevent Developer from enforcing the waived right or remedy in another instance. 24. NO REPRESENTATIONS. No broker, salesperson, or other person has been authorized to give any information or make any representations other than those contained in writing within the offering materials provided by Developer, and if given or made, such information or representations must not be relied upon as having been authorized by Developer. By executing this Agreement, Buyer acknowledges that no representations have been or are made concerning the economic benefits to be derived from the rental or resale of the Unit. 12

25. follows:

DISCLOSURES. Under the laws of the State of Florida, buyer is hereby advised as

RADON GAS: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon testing may be obtained from your county health department. The foregoing notice is provided in order to comply with state law and is for informational purposes only. Developer does not conduct radon testing with respect to the Units or the Condominium, and specifically disclaims any and all representations or warranties as to the absence of radon gas or radon producing conditions in connection with the Property. ENERGY EFFICIENCY RATING DISCLOSURE: Buyer understands that Buyer may have the Condominium’s building energy efficiency rating determined in accordance with the Florida Building Energy-Efficiency Rating Act. Buyer acknowledges receipt of: (a) the energy-efficiency information brochure prepared by the Florida Department of Community Affairs pursuant to Section 553.996, Florida Statutes; and (b) an energy performance level display card prepared in accordance with Section 553.9085, Florida Statutes. PROPERTY TAX DISCLOSURE SUMMARY: BUYER SHOULD NOT RELY ON THE DEVELOPER’S CURRENT PROPERTY TAXES AS THE AMOUNT OF PROPERTY TAXES THAT THE BUYER MAY BE OBLIATED TO PAY IN THE YEAR SUBSEQUENT TO THE PURCHASE. A CHANGE OF OWNERSHIP OR PROPERTY IMPROVEMENTS TRIGGERS REASSESSMENTS OF THE PROEPRTY THAT COULD RESULT IN HIGHER PROPERTY TAXES. IF YOU HAVE ANY QUESTIONS CONCERNING VALUATIONS, CONTACT THE COUNTY PROPERTY APPRAISER’S OFFICE FOR INFORMATION. FLORIDA LAW CONTAINS IMPORTANT REQUIREMENTS YOU MUST FOLLOW BEFORE YOU MAY FILE A LAWSUIT FOR DEFECTIVE CONSTRUCTION AGAINST A CONTRACTOR, SUBCONTRACTOR, SUPPLIER, OR DESIGN PROFESSIONAL FOR AN ALLEGED CONSTRUCTION DEFECT IN YOUR UNIT OR CONDOMINIUM. SIXTY DAYS BEFORE YOU FILE YOUR LAWSUIT, YOU MUST DELIVER TO THE CONTRACTOR, SUBCONTRACTOR, SUPPLIER, OR DESIGN PROFESSIONAL A WRITTEN NOTICE OF ANY CONSTRUCTION CONDITIONS YOU ALLEGE ARE DEFECTIVE AND PROVIDE YOUR CONTRACTOR AND ANY SUBCONTRACTORS, SUPPLIERS, OR DESIGN PROFESSIONALS THE OPPORTUNITY TO INSPECT THE ALLEGED CONSTRUCTION DEFECTS. YOU ARE NOT OBLIGATED TO ACCEPT ANY OFFER MADE BY THE CONTRACTOR OR ANY SUBCONTRACTORS, SUPPLIERS, OR DESIGN PROFESSIONALS. THERE ARE STRICT DEADLINES AND PROCEDURES UNDER FLORIDA LAW. 26. INDUCEMENT. Buyer acknowledges that the inducement for Buyer to purchase under this Agreement is the Unit itself, and not the recreational amenities and other common elements. 13

27. ATTORNEYS’ FEES. In any action, litigation or proceeding arising out of or concerning this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its costs, including, but not limited to attorneys’ fees. 28. INTERPRETATION. Notwithstanding that this Agreement was prepared by one party hereto, it shall not be construed more strongly against or more favorably for either party; it being known that both parties have had equal bargaining power, have been represented, or have had the opportunity to be represented, by their own independent counsel and have equal business acumen such that any rule of construction that a document is to be constructed against the drafting party shall not be applicable. Buyer acknowledges that Buyer has had ample opportunity to inspect other similar condominiums and condominium documents, that Developer has clearly disclosed to Buyer the right to cancel this Agreement for any reason whatsoever within fifteen (15) days of the date Buyer executes this Agreement or has received the Condominium Documents, whichever is later. 29. LEGAL ADVICE. This Agreement and other purchase and sale documents, all disclosure materials and brochure materials are important legal documents and if not understood, prospective buyers should seek legal advice. 30. ENTIRE AGREEMENT. This Agreement is wholly integrated and shall supersede any and all previous and current understandings and agreements between Developer and Buyer, and this Agreement represents the entire agreement between the Developer and Buyer. No modification of this Agreement shall be valid unless in writing and signed by both Developer and Buyer. Any modification not in compliance herewith shall be null and void and of no force and effect. Brochures and advertising representations and illustrations constitute general concepts only, and are subject to change and modification at Developer’s sole discretion. 31. WAIVER OF JURY TRIAL. By Buyer’s execution of this Agreement, Buyer agrees that neither Buyer nor any partner, assignee, successor, heir, or legal representative of Buyer, shall seek a jury trial in any lawsuit, proceedings, counterclaim, or any other litigation procedure based upon or arising out of this Agreement and other obligations evidenced hereby, any related agreement or instrument, or the dealings or the relationship between or among the parties, including, but not limited to any claims of fraud or misrepresentation. Buyer nor any partner, assignee, successor, heir, or legal representative of Buyer will seek to consolidate any such action, in which a jury trial has been waived, with any other action in which a jury trial has not been waived. The provisions of this Paragraph have been full negotiated by the Buyer and Developer, and these provisions shall be subject to no exceptions. Developer has in no way agreed with or represented to any of the Parties that the provisions of this Paragraph will not be fully enforceable in all instances. This Agreement shall not be binding upon the Developer until executed by an authorized representative of 1723 COMARES, LLC.

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IN WITNESS WHEREOF, the Buyer and Developer have executed this Agreement as of the date set forth above, and agree that such date shall be considered for all purposes the date of this Agreement. DEVELOPER:

BUYER:

1723 Comares, LLC, a Florida limited liability company By: Cortez Water, LLC, a Florida limited liability company, its Manager

______________________________________ By: James Kevin Setzer, Manager

_______________________________________ Print Name:_____________________________

_______________________________________ Print Name:_____________________________

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