"Owner"); and GDC Port Orange, LLC, a Florida limited liability company (as successor-in-interest to Gatlin

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5 MASTER DEVELOPMENTAGREEMENT PALMETTO POINTE MARKETPLACE PLANNED COMMERCIAL DEVELOPMENT THISPALMETTO POINTE MARKETPLACE PLANNED COMMERCIAL DEVELOPMENT AGREEMENT (this "Agreement") is entered Into by and between the City of Port Orange, a Florida municipal corporation, having a mailing address of 1000 City Center Circle, Port Orange, Florida (hereinafter "City"); and Palmetto Pointe LLP, a Florida Limited Liability Company, having a mailing address of 101 SE 2"'' Place, Ste. 202, Gainesville, FL (hereinafter "Owner"); and GDC Port Orange, LLC, a Florida limited liability company (as successor-in-interest to Gatlin Development Co., Inc., a California corporation), having a mailing address of 888 E. Las Olas Blvd., Ste. 600, Ft. Lauderdale, FL (hereinafter "Contract Purchaser"). Parties hereby agree and covenant and bind their successors and assigns as follows: 1. THE PROPERTY: The property that is subject to this Master Development Agreement (hereinafter "Agreement") consists of approximately acres of real property located in the SE quadrant of the Intersection of Clyde Morris Boulevard and Madeline Avenue, within the municipal limits of the City of Port Orange and further described on Exhibit "A", which is attached hereto and by reference made a part hereof (the "Property"). 2. CONFORMANCE WITH COMPREHENSIVE PLAN: The City has determined that the Property is suitable in size, location and character for the uses proposed, that the uses proposed meet the needs of the City, and that the uses proposed are consistent with the City's comprehensive plan as of the date of adoption of this Agreement enacting the zoning provided herein. 3. DEVELOPMENT: The Property shall generally be developed as a multi-use commercial project with grocery and pharmacy sales as well as general commercial retail, restaurants (with or without drive-thrus), service shops, offices, banks/financial institutions (with or without drive-thrus) and convenience store with fuel use, as depicted on the Conceptual Development Plan (CDP) prepared by Lochrane Engineering, Inc. and dated February 2, 2015, which is attached hereto and Incorporated herein as Exhibit "B" and as more particularly described herein. The plat of the Property (Palmetto Pointe Marketplace) shall be completed prior to any development within the Property. 4. DEVELOPMENT AGREEMENT AND CONCEPTUAL DEVELOPMENT PLAN: A. Development of the Property shall be controlled by the terms and conditions of this Agreement and the CDP, which is attached hereto and incorporated herein as Exhibit "B". The CDP generally depicts the planned layout of improvements to the Property. Collectively, this Agreement and the CDP for the Property may be referred to as the "Plan". In case of conflict between any textual provision of this Agreement and the CDP, the textual provision of this Agreement shall control. If the Agreement Is silent regarding a particular subject or requirement, such silence shall not be construed as a conflict with the CDP. Except as otherwise provided in this Agreement, In the event of a conflict between the terms and provisions of the Plan and the City's ordinances, the terms and provisions of the Plan shall control. If the Plan fails to address a particular subject or code requirements, the requirements of the applicable City ordinance(s) as defined by the City's Land Development Code ("LDC"), shall control. B. In the event modifications to comply with the LDC are required, and modifications to the CDP are not in conflict with the textual provisions of this Agreement and LDC requirements not superseded by this Agreement, the modifications shall be deemed "minor" and may be approved without formal amendment of this Agreement. All other modification shall be deemed "major" and shall require formal amendment of this Agreement. Minor modifications shall require the written approval by the Administrative Official, # vl

6 who is defined in the LDC Ifthe Owner is not satisfied with the suggested resolution or the decision of the City Administrative Official categorizing the modifications as minor or major, the Owner may appeal the decision to the Planning Commission. Appeals from the Planning Commission may be made to the City Council. 5. PERMITTED USES: Permitted uses shall be those allowed in the City of Port Orange's Community Commercial (CC) Zoning District, as may be amended from time to time. 6. DIMENSIONAL REQUIREMENTS: The Property shall be subject to the following dimensional requirements: Maximum Building Coverage per Individual Lot: 35% Minimum Open Space: 30% (Open Space is allowed to be cumulative for the Property) Minimum Lot Width (except Lots 1 and 2) -150' Minimum Lot Width for Lots 1 and 2-0' Minimum Lot Area - 22,500 SF Min Building Setbacks Clyde Morris Boulevard- 20' Madeline Avenue - 20' Side -15' Side (between Lots 1 and 2) -0' Rear - 25' Maximum Building Height: 45' One Way Driveway Width -12' Two Way Driveway Width - 24' 7. MAINTENANCE: The Contract Purchaser and Owner shall enter into an agreement to govern the continued and perpetual maintenance of certain commons areas, stormwater facilities, and walklights located on the Property in accordance with the LDC, this Agreement, and an Instrument entitled "Easements with Covenants and Restrictions" to be approved by City and recorded in the Official Records of Volusia County. 8. LANDSCAPE BUFFER AND OPAQUE SCREENING: A. All landscape buffers, foundation landscaping, vehicular use/parking landscaping, supplemental landscaping, and tree preservation, shall be developed in compliance with the Land Development Code (LDC). B. The truck receiving area, bale and pallet storage area, and service areas in the rear of the building on Lot 1 shall be screened from public view by means of a wall or opaque fence that is no less than 6' in height. C. The rights-of-way buffer along Bruner Road and Madeline Avenue (east of the full access driveway) will be designed to comply with the requirements of the LDC. These perimeter buffers will be left in their natural state as required by the LDC. In addition, the Developer shall install additional landscape materials or opaque screening to establish a minimum six-foot high visual barrier. Those portions of the perimeter buffer consisting of landscaping shall be made up of any combination of hedges, trees or berms which shall provide a complete visual barrier within two years after installation and shall be comprised of evergreen shrubs and trees such as Viburnum, Holly, Bamboo, Magnolia, Cabbage Palms, and or other species approved by the City. # vl

7 9. ARCHITECTURAL/DESIGN STANDARDS: A. All buildings and accessory structures on the Property shall be developed in compliance with the requirements of the LDC B. All building and accessory structures constructed within the Property shall be developed consistent with a mutually compatible architectural theme of Florida Vernacular. The architectural theme shall be established by harmoniously coordinating the general appearance of all buildings and related structures. C. All structures within the Property shall complement one another and shall convey a sense of quality and permanence. D. Any use on Lots 3, 4, 5, or 6 with a drive-thru window shall have its drive-thru window oriented toward the interior of the Property. All drive-thru facilities must be designed to match the principal structure with regards to finishes, materials, color and architectural style. 10. PUBLIC UTILITIES AND STORMWATER MANAGEMENT: A. Public utilities shall be designed to meet the City's specifications and requirements of the LDC and City Standard Construction Details. B. Stormwater shall be retained on-site unless otherwise specified in herein. The Owner shall comply with the LDC, City Standard Construction Details and the rules and regulations of the St. John's River Water Management District concerning storm water drainage. The Owner shall provide all required easements to the City over the proposed retention area and related stormwater structures. C. The Owner intends to provide sanitary sewer service to the Property by connecting via gravity system to the existing City-owned lift station located at Madeline Avenue and Tradewinds Lane. 11. SIGNAGE/WALKLIGHTS: A. Except as otherwise set forth in the CDP or this Agreement, the signage for the Property shall be in compliance with the terms set forth in the LDC. B. In addition to the signage allowed on Lot 3 by the LDC, an off-site sign to advertise any tenant or business within the Property is permitted. The maximum sign area allowed on such signage is 112 SFand is limited to 6 panels on each side. The design and height requirement of such off-site sign shall comply with the LDC. C. In addition to the signage allowed on Lot 5 by the LDC, an off-site sign to advertise any tenant or business located on Lot 1 or Lot 2 is permitted. The maximum sign area allowed is 84 SF and is limited to 5 panels on each side. The design and height requirement of such off-site sign shall comply with the LDC. D. Walklights shall be installed in accordance with this Agreement and shall be considered a required subdivision improvement. The walklights shall be located, at intervals of 100' on center, along the Clyde Morris Boulevard and Madeline Avenue frontages within the Property. Walklights located along Clyde Morris Boulevard shall require permit from Volusia County, if applicable. 12. TRAFFIC MANAGEMENT: A. The eastern full-access Madeline Avenue driveway shall be designed to restrict thru traffic into the Southwinds Subdivision as shown on the CDP. B. As a required subdivision improvement, a new signal shall be added to the existing traffic signal located at the intersection of Madeline Avenue and Clyde Morris Boulevard to provide a westbound left-turn arrow on Madeline Avenue for vehicles turning left onto Clyde Morris Boulevard. Installation and operation of the newly installed signal is contingent upon Volusia County permitting and signal warrant requirements. # vl

8 13. CONSTRUCTION SEQUENCING : A. All required subdivision improvements, as set forth in the Code of Ordinances, Land Development Code, and this Agreement, for the proposed 6-lot and 5-tract subdivision of the Property (as depicted on the plat and plans of Palmetto Pointe Marketplace) shall be constructed in accordance the first site plan approved by the City for the Property. B. Each remaining lot shall be developed through an individual site plan designed according to the LDC and this Agreement. 14. ENVIRONMENTAL CONSIDERATIONS: A. Both during and after construction, the Owner shall use reasonable efforts to preserve trees and natural vegetation w/ithin the Property and maximize protection of natural drainage pathways. The PCD shall comply with the tree preservation requirements of the City's LDC with regard to preservation of trees and vegetation to remain. B. The Owner shall comply with all rules, statues, laws and regulations pertaining to protected wildlife species, including but not limited to the rules and permitting requirements of the Florida Fish and Wildlife Commission. Compliance with the City Environmental Preservation Code may necessitate modification of the CDP. 15. EFFECTIVE DATE AND EXPIRATION: A. This Agreement shall be effective upon recording by the City at the Owner's expense in the public records of Volusia County, Florida. The Second Reading of the Ordinance for re-zoning of any land to the PCD district shall not take place until the Owner has provided an executed copy of the MDA to the City Clerk addressing all issues discussed prior to the scheduled Second Reading. If there are no additional requirements, corrections or conditions attached by the City Council at the Second Reading, the Agreement shall be signed by the Mayor and City Clerk and recorded. B. Development of the Property shall commence within five (5) years from the effective date of this Agreement and it shall be completed within ten (10) years from the effective date unless it is extended by mutual agreement of the parties. Failure to comply with the established schedule shall cause the Agreement to lapse. The term "Development" shall have the meaning as set forth in the LDC. 16. AMENDMENTS: A. Amendments to this Agreement shall not be effective unless in writing and signed by all record title property owners of the land for which the amendment is to be applied, and the City. B. Before amending this Agreement, the City shall conduct one or more public hearings. At the City's option, one of the public hearings may be held by the Planning Commission. 1. Notice of intent to consider an amendment to this Agreement shall be published by the City, at the Owner's cost, in a newspaper of general circulation and readership in Volusia County, Florida. 2. If applicable, notice of intent to consider an amendment shall comply with the requirements of Section (3)(c), Florida Statutes, as amended from time to time. 3. The day, time, and place at which the second public hearing shall take place shall be announced at the first public hearing. 4. The notices required above shall specify the location of the Property, the location of that portion of the Property subject to the proposed amendment, the nature of the proposed amendment, and the following information to the extent applicable: a. Changes permitted, conditional, and/or prohibited uses proposed. b. Changes in building intensities and/or height proposed. 5. All notices shall specify a place where a copy of the proposed amendment can be obtained. # vl

9 17. CONFORMANCE WITH LAWS The Owner agrees: 1. To develop the Property according to all regulations of the City to the extent those regulations are not inconsistent with the Plan for the Property. 2. To be bound by all City codes and ordinances that are not in conflict with the provisions of this Agreement. 18. ENFORCEABILITY: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, such holding not affect the validity or enforceability of any other provision of this Agreement unless the holding so states. 19. PRIOR AGREEMENTS: This Agreement represents the complete understanding by and between the parties with respect to the development and continued use of the subject Property. Any and all prior agreements between the parties with respect to any subject comprehended by this Agreement is hereby voided and suspended by this Agreement. Any amendment to this Agreement shall be in writing and signed by the City and the Owner(s). 20. POLICE POWER: Nothing contained in this Agreement shall be construed as a waiver of or contract with respect to the regulatory and permitting authority of the City as it now or hereafter exists under applicable laws, rules and regulations. Further, nothing contained in this Agreement shall be construed as a waiver of the attempted waiver by the City of its sovereign immunity under the Constitution and laws of the State of Florida. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] ft vl

10 IN WITNESS WHEREOF, the parties have executed this Master Development Agreement by and through their duly authorized representatives, on the respective dates below. WITNESSES: CITY OF PORT ORANGE, a Florida Municipal Corporation Printed Name By:. Allen Green, Mayor Printed Name Printed Name Attest Robin L Fenwick, CMC, City Clerk Printed Name STATE OF FLORIDA COUNTY OF VOLUSIA The foregoing instrument was acknowledged before me this day of, 2015, by Allen Green, Mayor of the CITY OF PORT ORANGE, FLORIDA, a Florida Municipal Corporation, on behalf of the City. He is personally known to me and did not take an oath. Notary Public (Notary Seal) STATE OF FLORIDA COUNTY OF VOLUSIA The foregoing instrument was acknowledged before me this day of, 2015, by Robin L. Fenwick, CMC, City Clerk, of the CITY OF PORT ORANGE, FLORIDA, a Florida Municipal Corporation, on behalf of the City. She is personally known to me and did not take and an oath. Notary Public (Notary Seal) tt vl

11 WITNESSES: CONTRACT PURCHASER: GDC PORT ORANGE, LLC, a Florida limited liability company By: Franklin C. Gatlin, IH, CEO Printed Name locidi Printed Name gorm^ Date: Date: STATE OF COUNTY OF Plor RyrouocxrcL The foregoing instrument was acknowledged before me this ^ day of J.2015, by Franklin C. Gatlin, III, as CEO of GDC Port Orange, LLC, a Florida limited liability company. He is personally known to me and did not take an oath. Notary Public r (Notary Seal) ' T a UiYL BUQUO imiryme-stilt offlormi My COMN. lifirm Mir toiimwwm»liaoriillidt»yamn V1

12 OWNER: WITNESSES; PALMETTO POINTE, LLP, a Florida limited liability partnership 'Ca/)aA^ Print Print^^jyme: (^p LctCnnir- By: By: LaCour and Company, Ltd., Limited Partnership, a Florida limited partnership, its partner J^egerTbv Hospit^ity Group, Inc., a Florida / corporafton. Its general partner By: E.V. LaCour, President Date 2015 STATE OF COUNTY OF U<^a8/y6 The foregoing instrument was acknowledged before me this day of 2015, by E.V. LaCour, the President of Regency Hospitality Group, Inc., a Florida corporation, the general partner of LaCour and Company, Ltd., Limited Partnership, a Florida limited partnership, the partner of Palmetto Pointe, LLP, a Florida limited liability partnership. He ^is personally known to me OR \ \ produced as identification. CHRISTiNA 0. CARSON MY COMMISSION #FF EXPIRES; May5,2018 Bonded Thm Notary Public Undetwriteis Notary Public (Notary Seal) vl

13 Exhibit "A" A PARCEL OF LAND LYING IN SECTION 6, TOWNSHIP 16 SOJTH, RAN(^ 33 EAST. VOLUSIA COUNTY, FLORIDA, BONG MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCE AT THE NORTHEAST CORNER OF SECTION 6. TOWNSHIP 16 SOUTH. RANGE 33 EAST: THENCE»UN S00*15*37"W ALONG THE EASTERLY LINE OF SAID SECTION 6, A DISTANCE OF FEET; THENCE RUN SB9-15'33"W ALONG THE NORTH UNE OF THE SOUTHEAST 1/4 OF SAID SECTION 6. TOWNSHIP 16 SOUTH. RANGE 33 EAST. A DISTANCE OF FEET; THENCE RUN S00n7*28-W. A DISTANCE OF FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF MADEUNE AVENUE AND THE POINT OF BEGINNWG; THENCE CONTINUE S00t7'28"W ALONG THE WEST RIGHT OF WAY UNE OF BRUNER ROAC. A DISTANCE OF FEET; THENCE RUN S89-47*55"W. A DISTANCE OF FEET; THENCE RUN S00n2'O5"E, A DISTANCE OF FEET; THENCE RUN S89-42*3rw. A DISTANCE OF FEET TO THE BEGINNWG OF A CURVE. CONCAVE TO THE SOUTHEAST. HAVING A RADIUS OF FEET; THENCE RUN SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 93'ir39". AN ARC DISTANCE OF FEET. HAVING A CHORD BEARING OF S43*06*47*'W AND A CHORD DISTANCE OF FEET TO A POINT OF COMPOUND CURVATURE OF A CURVE CONCAVE TO THE EAST. HAVING A RADIUS OF FEET; THENCE RUN SOUTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 12'34'3r. AN ARC DISTANCE OF FEET, HAVING A CHORD BEARING OF S09*46*18*'E AND A CHORD DISTANCE OF FEET; Tl^NCE RUN S75-05*45"W. A DISTANCE OF FEET TO A BEING «2!!!I A POINT ^STERLY A NON-TANGENT RjGHT OF WAY CURVE, UNECONCAVE OF CLYDE TO THE MORRIS EAST. BOULEVARD. HAVING ASAID RADIUS POINT OF FEET; THENCE FROM A RADIAL BEARING OF N74*07'0rE. RUN NORTHERLY ALONG THE SAID EASTERLY RIGHT OF WAY UNE OF ayde MORRiS BOULEVARD AND THE ARC OF SA CURVE THROUGH A CENTRAL ANGLE OF 16'24'44*. AN ARC DISTANCE OF FEET, HAVING A CHORD BEARING OF N07-40*37-W AND A CHORD DISTANCE OF FEET; THENCE CONTINUE N0D-25*03-E ALONG SAID EASTERLY RIGHT OF WAY UNE, A DISTANCE OF RADIUS OF 25 ^ 00 FEET; BEQNNINC THENCE OF RUN A NORTHEASTERLY CURVE. CONCAVE ALCWG TO THE THE SOUTHEAST, ARC OF SAID HAVING CURVE A THROUGH A CENTj^AL ANCLE OF 88f>0'30", AN ARC DISTANCE OF 3a/6 FEET. HAVING A CHORD HEARING OF N44*50'18"E AND A CHORO DISTANCE OF FEET. TO A POINT ON THE AFORESAID SOUTHERLY RCHT OF WAY UNE OF WADEUNE AVENUE; THENCE RUN N89*I5'33"E ALONG SAID SOUTHERLY RIGHT OF WAY UNE OF MADEUNE AVENUE, OF 12'8.44 FEET TO THE»OINT OF aeginninc. CONTAINING ACRES. MORE OR LESS A CISTANCE

14 ARTERIAL OULEVAR I loghramb CONCEPTUAL DEVELOPMENT PLAN 2 < Walmart GATLIN DEVELOPMENT COMPANY