SETTLEMENT AGREEMENT

This Settlement Agreement (this "Agreement"), effective as of ______________, 201_

(the "Effective Date"), is made among KAI Properties Investors, Inc., KAI Properties Ltd.,
Hammond Venture, Inc., and 1000 Brickell, Ltd f/k/a 1000 Brickell, Inc. (the 1000 Brickell"),
the City of Miami, a municipal corporation of the State of Florida (the "City"); and [NAME OF
NEWCO], a [______________ limited liability company] wholly owned subsidiary of 1000
Brickell (the "Company"; 1000 Brickell and the Company, on the one hand, and the City, on the
other hand, each a "Party," and collectively, the "Parties").

RECITALS

A. WHEREAS, on November 15, 1974, 1000 Brickell, Inc. deeded by a single

warranty deed two parcels of land located at 20 Southeast 10th Street, Miami, Florida (the South
Parcel) and 25 Southeast 10th Street, Miami, Florida (the North Parcel or "Property"), to the
City of Miami with the intent of the two parcels to be used as a park to be known as Allen Morris
Brickell Park (the Warranty Deed) (the Allen Morris Brickell Park). The Warranty Deed
is deemed as being incorporated by reference herein and is attached as Exhibit A.

B. WHEREAS, development of permitted building(s), as more particularly

described herein, is contemplated on the Property, 15 SE 10th Street, Miami, Florida, and 955
South Miami Avenue, Miami, Florida.

C. WHEREAS, the Warranty Deed, contained the following deed restriction (the
Deed Restriction):

TO HAVE AND TO HOLD, the same in fee simple forever;

provided however, that if any part of the property herein conveyed
shall ever be used for any purpose other than public park purposes,
the estate hereby granted to the grantee shall automatically and
immediately terminate, and all right, title and interest in and to
such property shall thereupon revert to the grantor.

D. WHEREAS, on May 5, 2014, Plaintiffs, 1000 Brickell, Ltd. f/k/a 1000 Brickell,
Inc. and KAI Properties, Ltd., filed suit for declaratory judgment and injunctive relief against
Defendant, City of Miami, alleging Defendant violated the Deed Restriction, in the Circuit Court
of the 11th Judicial Circuit in and for Miami-Dade County, Florida, Case No. 14-11755-CA-23
(the Lawsuit).

E. WHEREAS, to avoid the costs, expense and uncertainties of further litigation in

the Lawsuit, the Plaintiffs and Defendant to the Lawsuit wish to fully, completely and amicably
settle and resolve all potential claims between them related to the Lawsuit in the form of this
Settlement Agreement, with no party admitting liability or waiving any defense or claim.

F. WHEREAS, concurrently with the execution of this Agreement, the City has
conveyed title to that certain real property known as the North Parcel or Property, as more
particularly described on Exhibit B attached hereto, to the Company by special warranty deed.
The conveyance shall be completed in a manner reasonably proposed by 1000 Brickell in order
to minimize and reduce the associated transfer fees and taxes, including but not limited to
documentary stamp taxes.

G. WHEREAS, the property located at 20 Southeast 10th Street, Miami, Florida,

referred to herein as the South Parcel shall be used as a park to be known as Allen Morris
Brickell Park and subject to the same requirements and deed restrictions as the Warranty Deed.
The City of Miami shall also effectuate such land use and zoning changes as needed to have the
South Parcel's land use and zoning reflect its use as a public park.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein
and other good and lawful consideration, the receipt and sufficiency of which are acknowledged,
the Parties intending to be legally bound, agree as follows:

ARTICLE 1.
DEFINED TERMS

1.1 Defined Terms. The initially capitalized terms used in this Agreement that are not
otherwise defined shall have the respective meanings specified in this Article 1.

1000 Brickell shall have the meaning set forth in the Preamble.

Affiliate means with respect to a specified Member, any Person that directly or
indirectly controls, is controlled by, or is under common control with, the specified Member. As
used in this definition, the term control means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of an entity, whether
through ownership of voting securities, by contract or otherwise.

"Agreement" shall have the meaning set forth in the Preamble.

"Allen Morris Companies" means The Allen Morris Company, a Florida corporation
("TAMCO"), 1000 Brickell and all Affiliates of TAMCO that are involved with the Project,
provided however that any and all Joint Ventures and any and all persons which are constituent
members in any such Joint Ventures shall not be deemed to be Affiliates of TAMCO.

"Allen Morris Fees" shall have the meaning set forth in Section 4.3.

Applicable Law means any applicable law, statute, code, ordinance, administrative
order, charter, resolution, order, rule, regulation, judgment, decree, writ, injunction, franchise,
permit, or license of any Governmental Authority, now existing or hereafter enacted, adopted,
promulgated, entered, or issued.

"Available Cash" means, for the applicable or pertinent period, cash receipts derived by
any of the Allen Morris Companies from Gross Revenues (without deduction for depreciation or
for other noncash expenses or items), after deduction for (a) amounts used or necessary to pay
Operating Expenses, (b) Reserves, and (c) repayment in full of interest and principal on any
loans made to the Company, all as reasonably determined by 1000 Brickell; provided, however
that Available Cash shall exclude all of the Allen Morris Fees.
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 "Business Day" means any day other than Saturday, Sunday and any federal or Florida
state holidays.

"Capital Contributions" means all contributions (including land) to the capital of the
Company made by 1000 Brickell in its capacity as a member of the Company and all capital
contributions (including land) or other amounts invested in the Project by one or more other
Allen Morris Companies. For the avoidance of doubt, no Capital Contribution credit shall be
received in connection with the City's conveyance of the Property to the Company.

"City" shall have the meaning set forth in the Preamble.

"Company" shall have the meaning set forth in the Preamble.

"Covered Claims" shall mean all potential claims related to the Lawsuit between the
parties to this Settlement Agreement.

"CPA" shall have the meaning set forth in Section 3.2.

"Distributions" means all cash distributions made by the Company to 1000 Brickell
pursuant to Section 3.1.

"Effective Date" shall be the date upon which this Settlement is approved by completion
of all the following: execution by all parties to the first paragraph; approval by order of the
Eleventh Judicial Circuit Court of Florida, in and for Miami-Dade County; and, passing of a
resolution of the City approving this Settlement and expiration of applicable appeal period for
same.

"Effective Gross Income" means the income produced from all rental operations of the
Project, less vacancy costs.

"Final Asset Disposition Event" means the date the Company has elected, in its sole
discretion, to dissolve and dispose of all remaining non-cash assets of the Company and has
made Profit Participation Payments and Distributions of all or substantially all remaining
Available Cash allocable to 1000 Brickell and the City, other than the Reserves, and any other
amounts required for liability reserves in connection with the Company's dissolution, if any, to
the extent they exceed the Reserves.

"Financial Documentation" means all management-prepared annual financial

statements of the Company, including profit and loss statements, balance sheets, check registers,
arrearage reports, rent rolls and variance reports.

"Future Capital Contributions" means all Capital Contributions made by the Allen
Morris Companies after the Effective Date.

"GAAP" means generally accepted accounting principles, consistently applied, as

recognized by the accounting industry and standards within the United States.

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 Governmental Authority means any federal, State, County, municipal or other
governmental department, entity, authority, commission, board, bureau, court, agency, or any
instrumentality of any of them.

"Gross Revenues" means, for the applicable period, all cash and the fair market value of
any property received from all sources (including cash on hand at the beginning of such period to
the extent not held in Reserves, proceeds from a sale of assets and any funds released during
such period from Reserves previously established) by any of the Allen Morris Companies from
the Project during such period, excluding the Allen Morris Fees as set forth in Section 4.3.

"Joint Venture" means any entity (other than a wholly-owned subsidiary) in which the
Company directly or indirectly owns an equity interest and the other interests are owned by one
or more other Persons.

"Operating Expenses" means, for the applicable or pertinent period, all cash
expenditures or payments to make cash expenditures or payments made by the Company (or any
other Allen Morris Companies in connection with the Project) during such period directly or
indirectly in connection with the Companys business or operations (or such other Allen Morris
Companies business or operations in connection with the Project), including expenditures
incurred for insurance, taxes and capital expenditures, accounting or bookkeeping and legal and
other professional services (including, without limitation, all Allen Morris Fees), computer or
accounting equipment use, printing, travel, telephone, postage, principal or costs or fees or
interest payments on secured or unsecured loans made to the Company (or such other Allen
Morris Companies) (including any loans from 1000 Brickell or its Affiliate and any other loans
or credit facilities obtained by the Company (or any other Allen Morris Companies) from time to
time) (including costs or fees, such as bank letters of credit, associated with providing all
guaranties related to said loans including, but not limited to completion guaranty, carry guaranty,
carve-out guaranty or environmental guaranty), and amounts funded for restoration or creation of
Reserves (which shall then not be deemed Operating Expenses when disbursed from such
Reserves).

"Party" and "Parties" shall have the meaning set forth in the Preamble.

"Person" means any individual, partnership, corporation, limited liability company, trust
or other entity.

"Profit Participation Payment" means each payment to the City pursuant to Section 3.1.

Profit Participation Statement means the written notice to be delivered by the

Company to the City following the payment of a Profit Participation Payment (but in no event
more frequently than quarterly) and following the occurrence of the Final Asset Disposition
Event pursuant to Section 3.2.

Project means any development of permitted building(s) located on and limited to the
Property, 15 SE 10th Street, Miami, Florida, 955 South Miami Avenue, Miami, Florida, and 25
SE 10th Street, Miami, Florida.

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 "Project Properties" means 15 SE 10th Street, Miami, Florida, 955 South Miami
Avenue, Miami, Florida, and 25 SE 10th Street, Miami, Florida.

"Reserves" means funds set aside or amounts allocated during such period to reserves
which shall be maintained for working capital and to pay taxes, insurance, debt service, liabilities
or other costs or expenses incident to the Companys operations and business (or such other
Allen Morris Companies business or operations in connection with the Project), including its
dissolution and winding up, as determined by 1000 Brickell in its sole discretion from time to
time. For the avoidance of any doubt, the Company (and such other Allen Morris Companies)
may continue to maintain Reserves following the Final Asset Disposition Date.

"Unreturned Capital Contributions" means, at any given time, the amount of capital
invested by 1000 Brickell in the Company (or by such other Allen Morris Companies in
connection with the Project), less the amount, if any, of Capital Contributions which have been
returned to 1000 Brickell (or such other Allen Morris Companies) pursuant to Section 3.1(a).

1.2 Interpretation. The Parties acknowledge that each of their respective counsel has
prepared, reviewed and revised this Agreement and that the rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement. The terms "hereof," "herein," "hereby" and "herewith" and
words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a
whole and not to any particular provision of this Agreement. The terms "includes" and the word
"including" and words of similar import shall be deemed to be followed by the words "without
limitation." Each reference to Preamble, Recitals, Exhibit, Schedule, Article, Section and
paragraph reference is to the preamble, recitals, exhibit, schedule, article, section and paragraph of
this Agreement. The term "dollars" or "$" means United States Dollars. Accounting terms used
but not otherwise defined in this Agreement shall have the meaning given them by Generally
Accepted Accounting Principles (GAAP). Unless the context otherwise clearly requires, the
term "or" shall not be exclusive and means "or, and, or both." All exhibits and schedules annexed
hereto or referred to herein are incorporated into and made a part of this Agreement. Any
capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall be
defined as set forth in this Agreement. "Days" means calendar days and "year" means a calendar
year. Whenever the singular number is used in this Agreement and when required by the context,
the same shall include the plural and vice versa, and the masculine gender shall include the
feminine and neuter genders and vice versa. Unless otherwise provided, references to documents,
instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules and
amendments thereto, and any or all of them may be amended or restated from time to time. With
respect to the determination of any period of time, "from" means "from and including" and "to"
means "to but excluding." Reference to any Person includes such Person's permitted successors
and assigns, and reference to a Person in a particular capacity excludes such Person in any other
capacity or individually.

ARTICLE 2.
TERM

2.1 The term of this Agreement shall commence on the Effective Date and, unless
terminated earlier pursuant to the terms and conditions of this Agreement, shall terminate on the

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date of the Final Asset Disposition Event pursuant to Section 3.2 and payment of the final
proceeds pursuant to Section 3.1 of the Company's liquidation of its assets, if any, in connection
with its dissolution, after the payment of creditors of the Company, including any Members who
are creditors, or setting aside reasonable Reserves for such payments (the "Term").

ARTICLE 3.
PROFIT PARTICIPATION

3.1 Profit Participation Payments. During the term of this Agreement, the Company
and any other applicable Allen Morris Companies shall pay out Available Cash as Profit
Participation Payments and Distributions in accordance with this Agreement, whenever
practicable, but no less frequently than annually, subject to the Company any such other Allen
Morris Companies having Available Cash. Notwithstanding the Company's, Allen Morris
Companies' or 1000 Brickell's discretion regarding when to make Available Cash payments
and/or distributions, Available Cash when paid and/or distributed, must be done so as follows: (i)
to the City as Profit Participation Payments and (ii) to 1000 Brickell and any other applicable
Allen Morris Companies as Distributions, in the following amounts and order:

(a) First, 100% to the Allen Morris Companies (including 1000 Brickell) until
such time as the balance of the Allen Morris Companies' (including 1000 Brickell) Unreturned
Capital Contributions is reduced to zero;

(b) Thereafter, (i) ninety four percent (94%) to the Allen Morris Companies
(including 1000 Brickell) and (ii) six percent (6%) to the City.

Though the Allen Morris Companies, retain sole discretion on the selection of a development
program for the Project, at all times the Company, Allen Morris Companies and 1000 Brickell
will use best efforts to realize the greatest possible profitability for the Project.
3.2 Profit Participation upon Final Asset Disposition Event.

(a) Following the payment of a Profit Participation Payment (but in no event

more frequently than quarterly) and following the occurrence of the Final Asset Disposition Event,
1000 Brickell shall cause the Company to deliver to the City the Profit Participation Statement (a)
setting forth the calculation of the payments made to the City under Section 3.1 and/or the final
payments due under Section 3.1 as of the date of the Final Asset Disposition Event, as applicable.
All calculations for purposes of determining whether any final Profit Participation Payments or
Distributions shall be due hereunder shall be determined in accordance with the tenets of good
faith in 1000 Brickell's reasonable discretion, subject to Section 3.2(b) and GAAP. All Profit
Participation Payments made to the City under this Agreement shall be paid to the City at the
address specified herein for notice to the City.

(b) The City shall have thirty (30) days after receipt to review the Profit
Participation Statement, and 1000 Brickell shall provide the City with access to the Company's
books and records and accounting personnel at the principal office of 1000 Brickell located at 121
Alhambra Plaza, Penthouse 1, Coral Gables, Florida 33134, as reasonably required to review such
computation. In the event that the City does not agree with the determination of the amount of
unpaid or overpaid (as the case may be) Profit Participation Payments as set forth in the Profit

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Participation Statement, it shall advise 1000 Brickell in writing within a sixty (60) day period
inclusive of the preceding thirty (30) day period. Such notice shall state that it disputes the
determination of the unpaid Profit Participation Payments and detail the particular items in the
Profit Participation Statement with which it disagrees. In such event, the Parties shall agree to
engage either Deloitte Touche Tohmatsu Limited, PricewaterhouseCoopers International Limited,
Ernst & Young Global Limited or KPMG, LLP, or upon the approval of the Parties, another
national certified public accounting firm (the "CPA") to review and confirm the determination of
the aggregate amount of Profit Participation Payments due hereunder compared with the amount of
Profit Participation Payments that have been paid to the City to determine the aggregate amount of
unpaid or overpaid Profit Participation Payments. The decision of the CPA shall be binding upon
the Parties (unless fraud or a material misrepresentation is shown in a civil action in which case it
shall not be binding). The determination of the aggregate amounts of unpaid Profit Participation
Payments due and payable to the City, or any overpayment of any Profit Participation Payments, as
determined by 1000 Brickell and as detailed in the Profit Participation Statement shall be
conclusive and binding on the Parties; except that if the City gives timely written notice of any
disputes, the aggregate amount of Profit Participation Payments due and payable to the City, or any
overpayment of such amounts, as agreed upon in writing by Parties or pursuant to the decision
rendered by the CPA (as the case may be) shall be conclusively determinative for all such
purposes. Within thirty (30) Days following such final determination, either (I) 1000 Brickell shall
cause the Company to pay to the City its remaining Profit Participation Payments, if any, as
determined in accordance with this Section or (II) the City shall return to the Company any
overpayment of Profit Participation Payments it has received in accordance with this Section 3.2.
Any payment owed to the Company by the City or by the City to the Company pursuant to this
Section 3.2(b) that is not paid within such thirty (30) Day period will accrue interest at a rate of 8%
per annum or, if lower, the highest rate permitted by applicable law. If the Parties engage the CPA
and the aggregate amount of unpaid Profit Participation Payments payable to the City, as
determined by the CPA, was understated, or the aggregate amount of any overpayment of Profit
Participation Payments was overstated, in the Profit Participation Statement by more than ten
percent (10%), the cost of the CPA shall be borne solely by 1000 Brickell. Otherwise, the cost of
the CPA shall be borne solely by the City.

(c) In the event that after the Final Asset Disposition Event, the Company has
Available Cash from any amounts previously held in Reserves, such Available Cash shall be paid
in accordance with Section 3.1.

3.3 No Participation in Management. Notwithstanding anything in this Article 3 to

the contrary, in no event shall the City have the right to approve any aspect of the Company's (or
any other Allen Morris Companies') operations or management whatsoever, including any sale of
all or any portion of the Property or other non-cash assets of the Company, the determination of
Reserves or Available Cash or the amount of or date upon which Profit Participation Payments
and Distributions shall be made, all of which shall be in the applicable Allen Morris Companies'
sole discretion. Accordingly the City shall in no event have any liability, responsibility,
culpability, or duty relative to any management decision or any management omission or action.

3.4 No Assignment; Taxes. The City shall not, directly or indirectly, by operation of
law or otherwise, transfer, assign, delegate, pledge or encumber in any manner whatsoever, in
whole or in part, the right to receive the Profit Participation Payment under this Agreement, which

7
right shall be personal to the City under this Agreement, except that the City may choose to assign
its right to receive the Profit Participation Payments to an agency or instrumentality of the City if
it so wishes at the Citys sole option by providing written notice of such assignment to the
Company. For the avoidance of doubt, the City shall not have the right to assign any rights under
this Agreement other than the right to receive Profit Participation Payments without the prior
written consent of the Company.

3.5 Subordination of Participation Payment to Loan Documents; Covenant Not

Running with the Land. It is expressly acknowledged and agreed that the City's right to receive
the Profit Participation Payment in accordance with this Agreement is and shall be deemed to be
automatically subordinate to any loan now or hereafter encumbering the Property or any
mezzanine loan now or hereafter made to the Company (or any other Allen Morris Companies) in
connection with the Project and the underlying loan documents evidencing and securing any such
mortgage or mezzanine loan, including, without limitation, the Mortgage Loan. By execution of
this Agreement, the City agrees to execute any and all written acknowledgements of such
subordination in favor of any lender providing any such loan to the Company (or any other Allen
Morris Companies) in connection with the Project. It is further expressly acknowledged and
agreed that the City's right to receive the Profit Participation Payments (a) shall be the personal
obligation of the Company under this Agreement (but not of any of 1000 Brickell or any other of
the Company's direct or indirect members, agents, Affiliates, officers, directors, or
representatives), (b) shall in no event run or pass with the Property, and (c) shall in any event
expire upon the payment of the Profit Participation Payment due to the City, if any, following the
Final Asset Disposition Event. Without limiting generality of the foregoing, and for the
avoidance of doubt, the obligations of the Company under this Agreement shall not be binding
upon or effective against any successor owner of the Property, or any portion thereof, whether
title is acquired by deed or other instrument, foreclosure, deed-in-lieu of foreclosure, trustee sale
or otherwise, including any mortgagee or other person or entity who is 1000 Brickell at
foreclosure or who acquires title by deed in lieu of foreclosure (it being understood and agreed, in
furtherance of the foregoing, that no mortgagee or other person or entity who acquires title to the
Property, or any portion thereof, by foreclosure or deed in lieu of foreclosure or otherwise shall be
bound by the provisions of this Agreement).

ARTICLE 4.
DEVELOPMENT

4.1 Outdoor Space.

(a) In the event the Company develops the Project, subject to Section 4.1(b),
any such development shall include 3,100 square feet of outdoor space (the Outdoor Space).
The Company shall privately own the Outdoor Space and be entitled to any benefits derived
therefrom. The Outdoor Space is intended for general permitted public uses and outdoor restaurant
seating, including such typical ancillary uses for restaurant patrons. Notwithstanding, all uses of
the Outdoor Space shall be subject to the sole discretionary approval of the Company. Without
limiting the generality of the foregoing, and for the avoidance of doubt, the Outdoor Space is not
intended to be open to the sky and the Company shall be allowed to construct building
improvements twenty (20) feet above ground level grade of the Outdoor Space, without restriction
from this Agreement. The Company shall also be allowed to build support columns and

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foundation structures without restriction from this Agreement in the Outdoor Space to support the
building improvements constructed thereon.

(b) The Company shall either (i) cause the Project to include three thousand
one hundred (3,100) square feet designated as the Outdoor Space or (ii) provide the City with an
alternate site acceptable to the City Manager in his discretion of an equal amount of space for use
as a public park.

(c) The Parties agree to sign any instruments of conveyance as are warranted
to implement the terms of this Section 4.1 and shall act diligently in good faith to work together to
maximize the potential of the Property as a development site and Outdoor Space.

(d) The terms of Section 4.1 shall not in and of themselves constitute any
recordable interest in the land by the City of Miami, or otherwise.

(e) No Public Dedication. Nothing contained herein, including the grant of

any easement, shall be deemed to constitute a dedication of the Outdoor Space, or any portion or
portions thereof or of the Project, to the City or any other governmental authority or to the general
public. As such, this Agreement does not gift or transfer any right, title or interest in any part of
the Project to the public. The parties agree and acknowledge that they are not intending to create a
public forum, designated public forum or any free speech forum whatsoever under the Constitution
of the State of Florida, under the First Amendment of the Constitution of the United States of
America or under any other Law. To the extent that any portion of the Project or easement may be
used by the public, the easement grantor(s) may cause such easement to be closed off to the public
periodically, as necessary or appropriate to prevent the public or any subset of the public from
obtaining permanent rights of use or a prescriptive easement.

4.2 Joint Ventures; Anti-Dilution. 1000 Brickell and/or the Company shall be
permitted at its sole discretion to enter into one or more Joint Ventures in connection with the
development of the Project. No consent shall be required from the City for 1000 Brickell or the
Company to enter into any Joint Ventures. The Parties acknowledge that 1000 Brickell may
desire to transfer its ownership of the Company to a Joint Venture in connection with the
development of the Project. In such event, the Parties agree that they will amend this Agreement
before closing on such Joint Venture in a manner reasonably proposed by 1000 Brickell in order
to appropriately reflect the changes to the structure of 1000 Brickell's ownership of the Property
and maintain the intended economic arrangement among the Parties set forth in this Agreement.
Notwithstanding anything to the contrary contained herein, the Company shall not enter into any
Joint Venture or otherwise dispose of the Property in a manner which would dilute the City's
indirect economic interest in the Property set forth in this Agreement in a manner which is
disproportionate to the dilution that would occur to 1000 Brickell's indirect economic interest in
the Property set forth in this Agreement. For the avoidance of doubt, should the Company
contribute the Project Properties into a Joint Venture for purposes of a different or larger
development, the City's Profit Participation Payment as set forth herein shall continue to apply to
the Company's interest in the new Joint Venture.

4.3 Fees to Allen Morris Companies. The Company (and any other Allen Morris
Companies) shall be permitted to pay 1000 Brickell or any of the Allen Morris Companies or

9
designees reasonable and customary asset management fees, development fees, construction
administration fees, property management fees, market brokerage fees (leasing and sale), guaranty
fees for bank letters of credit or other loan-related guaranty fees for the Project, and/or other
related fees for services in connection with the Project (collectively, the "Allen Morris Fees") as
are standard and established as customary in the trade in similar commercial real estate ventures
in South Florida, including reasonable market brokerage fees and the fees reflected in Schedule A.
The Allen Morris Fees shall be excluded from Gross Revenues for purposes of the Profit
Participation Payments. The fees set forth on Schedule A attached hereto shall be deemed to be
approved by the City as Allen Morris Fees.

4.4 Cooperation. Upon the City's receipt of written notice from 1000 Brickell of its
intent to cause the Company to commence development of the Project, the City shall use its best
efforts to assist the Company and 1000 Brickell (and any other Allen Morris Companies) in
facilitating the necessary and appropriate governmental and regulatory approvals for the
development of the Project, as required by and subject to Applicable Law.

4.5 Performance Bond. 1000 Brickell shall cause the Company's General Contractor,
or master builder, or whomever is formally charged with constructing the Project to post a
payment and performance bond in substantially the form prescribed by 255.05, Fla. Stat., issued
by a Florida surety, equivalent to the one hundred ten percent (110%) value of the construction
cost naming the City as obligee prior to commencement of any construction. The Bond shall be
kept on file with the Risk manager for the entire term of this project construction and for at least a
year after its final completion. In the event of any bank default, foreclosure or bankruptcy by the
Company, whether voluntary or involuntary, occurring before a Final Certificate of Occupancy is
obtained with respect to the Project, 1000 Brickell shall cause the payment and performance bond
to be pierced, and the funds from the bond to be used for the Project completion, in accordance
with the bond agreement or any builder's risk insurance provisions.

ARTICLE 5.
FINANCIAL DOCUMENTATION

5.1 Financial and Other Documentation. After commencement, 1000 Brickell shall
cause the Company to furnish to the City with monthly updates regarding the development of the
Project in a form determined by the Company. 1000 Brickell shall use reasonable best efforts to
ensure the accuracy and completeness in all material respects of such materials, and not
knowingly make any misrepresentations, omissions, or provide false information in all material
respects therein. By execution hereof, except as provided in Section 3.2(b), the City expressly
acknowledges that all such reports shall be furnished to the City without any representation or
warranty as to the accuracy or completeness of such materials and that the City shall have no right
of indemnity against the Company or 1000 Brickell should any information contained in any such
reports on which the City relies to its detriment proves to be inaccurate or incomplete in any
respect.

5.2 City's Right to Verify and Audit Information Submitted. The City may, during
normal business hours and upon two (2) Business Days written notice to 1000 Brickell, review
and inspect the Company's Financial Documentation and its books and records pertaining to the
Project for the purpose of verifying any statement submitted to the City as required by this

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Agreement. The Company's books and records regarding the Project shall be maintained in
Miami-Dade County, Florida, or such other location approved by the City in writing. At intervals
no more frequent than quarterly, and upon fifteen (15) days prior written notice to 1000 Brickell,
the City may, at its option and at its sole expense, conduct or cause to be conducted an audit to
verify any Financial Documentation. Such audit shall be conducted during normal business
hours, at a time and date mutually acceptable to 1000 Brickell and the City. The City's right to
audit shall continue for a period of five (5) years after submittal of any statement or report by
1000 Brickell.

ARTICLE 6.
RELATIONSHIP BETWEEN PARTIES

6.1 Nothing contained in this Agreement, and no action taken pursuant to this
Agreement, shall be deemed (i) to constitute, as between 1000 Brickell or the Company (or any
other Allen Morris Companies), on the one hand, and the City, on the other hand, a partnership,
association, joint venture or entity or to establish any relationship other than that of contract
vendor and vendee, nor (ii) to give rise to any fiduciary obligation whatsoever on the part of 1000
Brickell or the Company (or any other Allen Morris Companies') (it being expressly
acknowledged and agreed that 1000 Brickell or the Company (or any other Allen Morris
Companies') shall be permitted to take any action, refrain from taking any action, or to execute
upon any business plan with respect to any of the Company's Affiliates or the Property and other
non-cash assets of the Company after the Closing, in the Companys sole discretion, for any or no
reason, without regard to, and without consideration of, the impact of such action or business plan
upon the likelihood of the payment of any Profit Participation Payment hereunder, or the amount
thereof), nor (iii) to require 1000 Brickell or the Company (or any other Allen Morris
Companies') to incur any cost whatsoever, or to make any efforts whatsoever, in respect of the
Company's Affiliates or the Property, or the redevelopment thereof, from and after the Closing.
The arrangement under this Agreement between the Parties shall be characterized solely as the
right on the part of the City to receive the Profit Participation Payments set forth herein. Without
limiting the generality of the foregoing, except as otherwise expressly set forth herein, in no event
shall the City have the right at any time to remove the books and records of the Company (or any
other Allen Morris Companies), to remove an accounting from the Company (or any other Allen
Morris Companies), to vote on any matters whatsoever concerning the Company (or any other
Allen Morris Companies'), or to exercise any rights whatsoever with respect to the management
of the business and affairs of the Company (or any other Allen Morris Companies), whether as a
member of the Company or otherwise. Neither the Company, 1000 Brickell, any other Allen
Morris Companies, nor anyone acting by or on behalf of the Company or 1000 Brickell or any
other Allen Morris Companies, shall be deemed to have made any representation or warranty with
respect to the accuracy of the Profit Participation Payments made under this Agreement, the
business plan of the Company (or any other Allen Morris Companies) after the Closing, or any
actions which may be taken by the Company (or any other Allen Morris Companies) after the
Closing which may increase or decrease the likelihood of the City's receipt of the Profit
Participation Payments, or the amount thereof. Furthermore, the City represents and warrants that
(a) the City has such knowledge, skill and experience in business, financial and investment
matters that such the City is capable of evaluating the merits and risks of entering into this
Agreement, and, with the assistance of the City's own professional advisors, to the extent that the
City has deemed appropriate, the City has made its own legal, tax, accounting and financial

11
evaluation of the merits and risks of entering into this Agreement and the consequences of the
Profit Participation Payments, and (b) neither the Company, 1000 Brickell nor any other Allen
Morris Companies has given any guarantee or representation as to the potential success, return,
effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of the Property
or of the Profit Participation Payments due under this Agreement. The City shall not take any
action which would cause its right to receive the Profit Participation Payments under this
Agreement to be deemed to be a security within the meaning of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended. In no event shall the Profit
Participation Payments at any time be represented by a certificate.

ARTICLE 7.
NOTICES

7.1 Notices. Any notice by the Parties required to be given must be served by certified
mail return receipt requested, or by hand delivery, addressed to the City, the Company or 1000
Brickell at:

If to the City at: If to 1000 Brickell or the Company at:

City Manager 1000 Brickell Ltd.

City of Miami 121 Alhambra Plaza,
444 SW 2nd Avenue, 10th Floor Suite 1600
Miami, Florida 33130 Attn: Yazmin Gil

With copies to: With a copy to:

City of Miami City Attorney Bilzin Sumberg Baena Price & Axelrod LLP
Office of City Attorney 1450 Brickell Ave., 23rd Floor
444 SW 2nd Avenue, 9th Floor Miami, Florida 33131
Miami, Florida 33130 Attn: Anthony De Yurre

Department of Real Estate & Asset

Management
City of Miami
444 SW 2nd Avenue
Miami, Florida 33130

All notices given hereunder shall be effective and deemed to have been given upon
receipt by the party to which notice is being given, said receipt being deemed to have occurred
upon hand delivery or posting, or upon such date as the postal authorities shall show the notice to
have been delivered, refused, or undeliverable, is evidenced by the return receipt or proof of

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deliver. Notwithstanding any other provision hereof, the City shall also have the right to give
notice to 1000 Brickell or the Company in any other manner provided by law.

ARTICLE 8.
MUTUAL RELEASES

8.1 1000 Brickell Release. Upon the City's conveyance of the Property to the
Company, 1000 Brickell on behalf of itself, its Affiliates, Joint Ventures, subsidiaries, inclusive
of the Allen Morris Companies successors and assigns, as well as its principals, officers,
directors and partners, does hereby automatically fully release and discharge the City from the
Covered Claims, including, but not limited to, any and all debts, claims, demands, liens, actions,
rights, covenants, judgments, controversies, damages, losses, suits, attorneys fees, costs,
expenses and causes of action of any kind in law, in equity, or otherwise, known or unknown, in
and/or relating to Covered Claims, whether presently in existence, known, unknown or which
may hereafter accrue, be asserted and/or held by 1000 Brickell either presently, in the past or in
the future relating to the Covered Claims.

8.2 City Release. Upon the City's conveyance of the Property to the Company, the
City on behalf of itself, its Affiliates, Joint Ventures, successors and assigns, does hereby
automatically fully release and discharge 1000 Brickell from the Covered Claims, including, but
not limited to, any and all debts, claims, demands, liens, actions, rights, covenants, judgments,
controversies, damages, losses, suits, attorneys fees, costs, expenses and causes of action of any
kind in law, in equity, or otherwise, known or unknown, in and/or relating to Covered Claims,
whether presently in existence, known, unknown or which may hereafter accrue, be asserted
and/or held by the City either presently, in the past or in the future relating to the Covered Claims.

8.3 Stipulation of Dismissal. Within ten (10) days of the Citys conveyance of the
Property, the Parties counsel shall jointly execute and file a Stipulation for Dismissal of All
Claims in this Action with Prejudice (Stipulation), with each party to bear its own attorneys
fees and costs. Pursuant to said Stipulation, the Court will retain jurisdiction to enforce the terms
of this Settlement Agreement.

ARTICLE 9.
BINDING EFFECT

9.1 Binding Effect. Except as otherwise provided in this Agreement to the contrary,
this Agreement shall be binding upon and inure to the benefit of the Parties, their legal
representatives, heirs, successors and permitted assigns. Within thirty (30) days of Term's
completion, parties shall execute mutual satisfactions and releases of all obligations pursuant to
this Agreement.

ARTICLE 10.
MISCELLANEOUS

10.1 Accord and Satisfaction. No payment by the Company or receipt by the City of a
lesser amount than a Profit Participation Payment or other amount due as specified herein shall be
deemed in satisfaction of any such amounts owed; nor shall any endorsement or statement on any
check remitting partial payment or any letter accompanying any partial payment be deemed an
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accord and satisfaction of 100 Brickell's obligations. The City may accept such check or payment
without prejudice to the City's right to recover the balance of any Profit Participation Payment or
pursue any other remedy provided herein or by law.

10.2 Public Records. To the extent expressly allowed by the Florida Public Records
Act, Chapter 119, Florida Statutes, as amended, 1000 Brickell, the Company, their Affiliates,
Joint Ventures, successors and assigns, nor any exempt , proprietary or confidential information
provided by the aforementioned for the Citys review at the Company's, shall be subject to
Section 119.0701, Florida Statutes. Further, to the extent Profit Participation Statements in the
Citys possession are requested from the City by Chapter 119, Florida Statutes, or as otherwise
provided by law, the City must give immediate notice to 1000 Brickell and opportunity for 1000
Brickell to redact the Profit Participation Statements to ensure that public records that are exempt
or confidential and exempt from disclosure are not disclosed except as authorized by law.

10.3 Entire Agreement. This Agreement and the Exhibits attached hereto and forming
a part thereof as if fully set forth herein constitute all of the covenants, promises, agreements,
conditions and understandings between the City and 1000 Brickell concerning the Property and
there are no covenants, promises, conditions or understandings, either oral or written, between
them other than those set forth herein. All representations, either oral or written, made between
the Parties shall be deemed to be merged into this Agreement. No course of prior dealings
between the Parties or their officer's employees, agents or affiliates shall be relevant or admissible
to supplement, explain or vary any of the terms of this Agreement. Acceptance of, or
acquiescence in, a course of performance rendered under this or any prior agreement between the
Parties or their affiliates shall not be relevant or admissible to determine the meaning of any of the
terms of this Agreement. Except as herein otherwise provided, no subsequent alteration, change
or addition to this Agreement shall be binding upon the City or 1000 Brickell unless reduced to
writing and signed by the Parties. Any amendments to this Agreement must be approved with the
same formalities as were used in its execution; providing, however, that the City Manager may
administratively execute non-material (i.e. non-substantial) amendments of this Agreement in the
exercise of his professional discretion. This Agreement has been negotiated "at arm's length" by
and between the City and 1000 Brickell, each having the opportunity to be represented by legal
counsel of its choice and to negotiate the form and substance of this Agreement, and therefore, in
construing the provisions of this Agreement neither party will be deemed disproportionately
responsible for draftsmanship.

10.4 Independent Parties. It is understood and agreed by the Parties hereto that this
Agreement does not create a fiduciary or other relationship between the Parties. The City and
1000 Brickell are and shall be independent contracting parties and nothing in this Agreement is
intended to make either Party a general or special agent, joint venturer, partner or employee of the
other for any purpose.

10.5 Captions and Section Numbers. The captions, section numbers, and article
numbers appearing in this Agreement are inserted only for convenience and in no way define,
limit, construe, or describe the scope or intent of such sections or articles of this Agreement nor in
any way affect this Agreement.

14
 10.6 Partial Invalidity. If any term, covenant or condition of this Agreement or the
application thereof to any person or circumstances shall, to any extent, be deemed invalid or
unenforceable by a Court with jurisdiction, the remainder of this Agreement shall not be affected
thereby and each term, covenant or condition of this Agreement shall be valid and enforceable to
the fullest extent permitted by law.

10.7 Waiver. Failure on the part of either party to complain of any action or non-action
on the part of the other, no matter how long the same may continue, shall never be deemed to be a
waiver by such party of any of its rights hereunder. Further, it is covenanted and agreed that no
waiver at any time of any of the provisions hereof by either party shall be construed as a waiver of
any of the other provisions hereof, and that a waiver at any time of any of the provisions hereof
shall not be construed as a waiver at any subsequent time of the same provisions. The consent or
approval to or of any action by either party requiring such consent or approval shall not be
deemed to waive or render unnecessary such consent or approval to or of any subsequent similar
act by such party.

10.8 Time is of the Essence. Time is of the essence with respect to the performance of
every provision of this Agreement in which time of performance is a factor.

10.9 Governing Law, Venue, & Attorney's Fees. It is the intent of the Parties hereto
that all questions with respect to the construction of this Agreement and the rights and the
liabilities of the Parties hereto shall be determined in accordance with the laws of Florida.
Additionally, all disputes civil action or legal proceeding arising out of or relating to this
Agreement shall be brought in the courts of record in Miami-Dade County. Each party shall bear
their own attorney's fees in civil actions between them arising out of this Agreement.

10.10 Waiver of Counterclaims. 1000 Brickell shall not impose any permissive
counterclaim(s) for damages in a summary proceeding or other action based on termination or
holdover, it being the intent of the Parties hereto that 1000 Brickell is strictly limited in such
instances to bringing a separate action in the court of appropriate jurisdiction. The foregoing
waiver is a material inducement to the City making, executing and delivering this Agreement and
100 Brickell's waiver of its right to counterclaim in any summary proceeding or other action
based on termination or holdover is done so knowingly, intelligently and voluntarily.

10.11 Waiver of Jury Trial. The City and 1000 Brickell hereby waive trial by jury in
any action, proceeding or counterclaim brought by either of the Parties hereto against the other
on, or in respect of, any matter whatsoever arising out of or in any way connected with this
Agreement, the relationship of the City and 1000 Brickell hereunder, and/or 1000 Brickell's or the
Company's ownership and development of the Property.

10.12 Third Party Beneficiary. Nothing contained in this Agreement shall be construed
so as to confer upon any other party the rights of third party beneficiary.

10.13 No Liability for Act of other Party. 1000 Brickell shall not, and shall cause the
Company not to, sign any contract or application for any license or permit or do anything that
may result in liability to the City for any indebtedness or obligation of 1000 Brickell or the
Company, unless expressly provided herein or approved in writing by the City. Except as

15
expressly authorized in writing or agreed to herein, neither the City nor 1000 Brickell shall, and
1000 Brickell shall cause the Company not to, make any express or implied agreement,
warranties, guarantees or representations or incur any debt, for the development and operation of
the Property and the Project; neither the City, 1000 Brickell nor the Company shall be obligated
by or have any liability under any agreements or representations made by the other that are not
expressly authorized in writing. The City reserves the right, at its sole option, to refuse an
agreement for any Federal, State or local grants and loans when the acceptance of same by the
City, 1000 Brickell or the Company may impose a hardship upon the City or include obligations
which extend beyond the term of this Agreement.

10.14 Consents. Wherever in this Agreement the consent of one party is required for an
act of the other party, unless otherwise specified, such consent shall not be unreasonably
withheld, delayed or conditioned.

The Parties agree that each of the terms, covenants and conditions hereof agreed to be observed
or performed by each party shall constitute concurrent conditions of exchange.

10.15 Counterparts. This Agreement may be executed in several counterparts, or by the

execution of counterpart signature pages that may be attached to one or more counterparts of this
Agreement and all so executed shall constitute one agreement binding on the Parties,
notwithstanding that the Parties are not signatory to the original or the same counterpart. In
addition, any counterpart signature page may be executed by any Party whosesoever such Party is
located, and may be delivered by electronic transmission of PDF, and any such electronically
transmitted signature pages sent by PDF may be attached to one or more counterparts of this
Agreement, and such signature(s) sent by PDF shall have the same force and effect, and be as
binding, as if original signatures had been executed and delivered in person.

10.16 Provisions Severable. In the event that any provision of this Agreement, or the
application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void,
invalid or unenforceable, the remainder of this Agreement will continue in full force and effect
and the application of such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the Parties. The Parties further agree to replace such illegal,
void, invalid or unenforceable provision of this Agreement with a legal, valid and enforceable
provision that will achieve, to the extent possible, the economic, business and other purposes of
such illegal, void, invalid or unenforceable provision.

10.17 Further Assurances. The Parties agree from time to time to execute and deliver
such further and other documents, certificates, instruments and amendments and to do all matters
and things which may be convenient or necessary to more effectively and completely carry out
the intentions and purposes of this Agreement.

10.18 Construction of Agreement. The Parties agree that they have been represented
by counsel during, and each has been active in, the negotiation, preparation and execution of this
Agreement and, therefore, waive the application of any law or rule of construction providing that
ambiguities in an agreement or other document will be construed against the Party drafting such
agreement or document.

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 10.19 City Approvals. To the extent allowed by the City Charter and City Code,
approvals required by this Agreement may be made administratively by the City Manager or if
authorized by a delegation from the Manager the Director of the City of Miami Department of
Real Estate Asset Management as his authorized delegate. This Agreement requires the approval
of the Miami City Commission and of the Court in the Lawsuit as defined on the first page in
order for it to be legally effective or binding. The Failure of such approvals shall render this
Agreement null and void without further action of the parties.

[SIGNATURES ARE ON THE FOLLOWING PAGE]

17
The Parties have executed and adopted this Agreement as of the date first above written.

CITY:

CITY OF MIAMI, FLORIDA

By: ____________________________________
Name: Daniel J. Alfonso
Its: City Manager

Attest:

By: _________________________________________
Name: Todd Hannon
Its City Clerk

Approved as to Legal Form:

_____________________________
Victoria Mendz, City Attorney

1000 BRICKELL:

1000 BRICKELL LTD, a Florida limited partnership

By: _____________________________________
Name: _____________________________________
Title: Authorized Managing Member

THE COMPANY:

[NAME OF PROPERTY OWNER], a [__________

__________________________]

By: _____________________________________
Name: _____________________________________
Title: _____________________________________
 Schedule A

List of Approved and Excluded Fees

Developer Fees 4.0% of Total Project Cost (Hard and Soft Costs,
excluding Land Costs)

Construction Management Fees 2.0% of Total Project Hard Costs (which shall be
limited to actual costs and expenses directly
associated with construction management and
supervision of the Project)

Asset Management Fees 2.0% of Agreed Upon Project Value

Property Management Fees 3.0% of Effective Gross Income for residential

use; 5.0% of Effective Gross Income for office
use