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PROMISSORY NOTE & SUBORDINATE MORTGAGE & LOAN COMMITMENTEXHIBIT "B" Prepared by and return to: Matthew J. Mytych, Esq. City of Clearwater Economic Development & Housing Department P.O. Box 4748 Clearwater, FL 33758 CITY OF CLEARWATER ECONOMIC DEVELOPMENT AND HOUSING DEPARTMENT PROMISSORY NOTE Loan Amount: $1,391,938.00 Closing Date: July 29, 2026 Property Address: 1718 North Betty Lane, Clearwater, FL 33755 (the "Property") Parcel I.D. No.: 03-29-15-00000-430-0400 1. BORROWER'S PROMISE TO PAY For value received, Homeless Emergency Project, Inc. (the "Borrower") promises to pay the sum of One Million Three Hundred Ninety -One Thousand Nine Hundred Thirty -Eight and 00/100 Cents ($1,391,938.00) in U.S. dollars (this amount is called the "Principal") to the order of the City of Clearwater, Florida, a Florida municipal corporation (the "Lender"). The mailing address for the Lender is P.O. Box 4748, Clearwater, Florida 33758 and the mailing address for the Borrower is the address for the Property. Any payments due to the Lender under this promissory note (this "Note" or "Security Instrument") shall be made to the Lender's mailing address. The Lender or anyone who takes this Note by transfer and who is entitled to receive the value as evidenced by this Note is called the "Note Holder". The payment of this Note is secured by that certain mortgage executed on even date herewith (the "Mortgage"). The mailing address for the Lender is P.O. Box 4748, Clearwater, Florida 33758 and the mailing address for the Borrower is the address for the Property. Any payments due to the Lender under this promissory note (this "Note" or "Security Instrument") shall be made to the Lender's mailing address. The Lender or anyone who takes this Note by transfer and who is entitled to receive the value as evidenced by this Note is called the "Note Holder". The payment of this Note is secured by that certain mortgage executed on even date herewith (the "Mortgage"). The Mortgage secured by this Note is expressly subordinate to that certain mortgage by and between Pinellas County Board of County Commissioners and Homeless Emergency Project, Inc., which was executed on June 4, 2026, and recorded in the Public Records of Pinellas County, Florida. 2. INTEREST There will be no interest charged during the term of this Note. If, during the term of this Note, the Borrower fails to meet the obligations established by this Note, the Mortgage, the HOME -ARP Agreement, the Construction Loan Agreement and the Land Use Restriction Agreement, or any other applicable related documents (collectively, the "Loan Documents"), or restrictions or laws, then the principal amount hereunder shall become due and payable in accordance with Section 6, and such outstanding principal shall begin to bear interest at the rate of three percent (3%) per annum from the date of such default (the "Default Rate"), until paid in full unless the default is cured in accordance with Section 6. 3. PAYMENTS Payments on this Note shall be deferred for Fifteen (15) years (the "Deferral Period") so long as the Borrower maintains the Property in accordance with the terms and conditions of this Note and the Loan Documents., The deferred principal amount owing to this obligation shall be due and paid in full on July 29, 2041 (the "Maturity Date"). 4. BORROWER'S RIGHT TO PREPAY The Borrower has the right to prepay the balance due on this Note according to the amount owed. A payment of principal only before such amount is due is known as a "Prepayment". When a Prepayment is made, the Borrower must notify the Note Holder, in writing, that they are doing so. Full Prepayment or partial Prepayments may be made without paying any Prepayment charge. The Note Holder will use all Prepayments to reduce the amount of principal that is owed under this Note. If a partial Prepayment is made, there will be no change in the Maturity Date, unless the Note Holder agrees, in writing, to this change. 5. LOAN CHARGES If a law, which applies to this loan and which sets maximum loan charges, is finally interpreted so that the interest or other loan charges collected in connection with this loan exceed the permitted limit, then any sum already collected which exceeded permitted limits shall be credited as a payment of principal, unless the Borrower shall notify the Note Holder, in writing, that the Borrower elects to have such excess sum returned to it forthwith. 6. BORROWER'S FAILURE TO PAY AND OTHER DEFAULTS A. Late Charge for Overdue Payments If the Note Holder has not received the full amount of any monthly payments by the end of fifteen (15) calendar days after the date it is due, the Borrower may be required to pay a late charge to the Note Holder. The amount of the charge will be the lesser of $25.00 or five percent (5%) of the overdue payment of principal and interest. The Borrower will pay this late charge promptly but only once for each late payment. No late fee may accrue during periods where payments are deferred. B. Default The Noteholder shall have the right, after providing notice and opportunity to cure, to declare this Note due and payable upon any event of default or failure to perform in accordance with any terms and conditions set forth in the Loan Documents. Upon the Borrower's default, the Noteholder prior to acceleration shall mail notice to the Borrower as provided in Section 7 herein specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than 30 days from the date the notice is delivered (as detailed in Section 7) to the Borrower, by which such breach must be cured; however, if a non -monetary breach can be cured, but not within such thirty (30) -day period, the Borrower shall not be in default so long as the Borrower commences cure actions within such thirty (30) day period, thereafter diligently pursues the cure of the breach to completion, and cures the breach within one hundred eighty (180) days from the date of the Noteholder's notice the Borrower of the breach; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Mortgage, foreclosure by judicial proceeding, and sale of Property. The notice shall further inform the Borrower of the right to reinstate after acceleration and the right to assert in the foreclosure proceeding, the non-existence of a default or any other defense of Borrower to acceleration and foreclosure. If the breach is not cured on or before the date specified in the notice, the Noteholder, at the Noteholder's option and subject in all respects to the liens, terms, covenants and conditions of any senior mortgage loans, may declare all amounts owed under this Note to be immediately due and payable without further demand and may foreclose the Mortgage by judicial proceeding. The Noteholder shall be entitled to collect in such proceeding, all reasonable expenses of foreclosure, including, but not limited to costs of documentary evidence, abstracts and title reports. The Note Holder retains all other rights and remedies available at law or in equity. C. No Waiver by Note Holder The remedies of the Note Holder, as provided herein, or in the Mortgage shall be cumulative and concurrent and may be pursued regularly, successively, or together, at the sole discretion of the Note Holder, and may be exercised as often as occasion therefore shall arise. No act of omission or commission of the Note Holder, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be affected only through a written document executed by the Note Holder, and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing as a waiver or release of any subsequent right, remedy, or recourse as to a subsequent event. Even if, at a time when the undersigned is in default, the Note Holder does not require payment in full, as described above, the Note Holder will still have the right to do so if a default occurs at a later time. D. Payment of Note Holder's Costs and Expenses In the event the Note is collected by law or through an attorney at law, or under advice therefrom, the Note Holder will have the right to be paid back for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses include, for example, reasonable attorney's fees, which are defined to include, without limitation, all fees incurred in all matters of collection and enforcement, construction, and interpretations, before, during and after trial, proceedings and appeals, as well as appearances in reorganization or similar proceedings, and the cost of paraprofessional personnel working under supervision of an attorney. 7. GIVING OF NOTICES Except for any notice required under applicable law to be given in another manner, all notices provided for herein shall be sent by certified or registered return receipt requested mail, or by a nationally recognized overnight courier, addressed to the appropriate party at the address designated for such party in Section 1 of this Note, or such other address as the party who is to receive such notice may designate in writing. Notice by mail shall be deemed delivered by depositing the same in a letterbox or other means provided for the posting of mail addressed to the party with the proper amount of postage affixed thereto. Notices sent by a nationally recognized overnight courier service shall be deemed delivered the next business day after deposit with such courier unless the records of such courier indicate a later delivery in which case the notice shall be deemed received on the date of delivery. Actual receipt of notice shall not be required to effect notice hereunder. 8. WAIVERS All persons now or at any time liable, whether primarily or secondarily, for the payment of the indebtedness hereby evidenced, for themselves, their heirs, legal representatives, successors and assigns respectively, hereby (a) expressly waive the rights of presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest, and diligence in collection. "Presentment" means the right to require the Note Holder to demand payment of amounts due. "Notice of Dishonor" means the right to require the Note Holder to give Notice to other persons that amounts due have not been paid. (b) consent that the time of all payments or any part thereof may be extended, rearranged, renewed or postponed by the Note Holder hereof and further consent that the collateral security or any part thereof may be released, exchanged, added to or substituted for by the Holder hereof, without in anyway modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument; (c) agreed that the Note Holder, in order to enforce payment of this Note, shall not be required first to institute any suit or to exhaust any of its remedies against the Borrower or any other person or party that may become liable hereunder. This Note and the instruments securing it have been executed and delivered in, and their terms and provisions are to be governed and construed by the laws of the State of Florida. 9. OBLIGATIONS OF PERSONS UNDER THIS NOTE If more than one person signs this Note, each person is fully and personally obligated to keep all of the promises made in this Note, including the promise to pay the full amount owed. Any person who is a guarantor, surety or endorser of this Note is also obligated to do these things. Any person who takes over these obligations, including the obligations of a guarantor, surety or endorser of this Note, is also obligated to keep all of the promises made in this Note. The Note Holder may enforce its rights under this Note against each person individually or against all Borrowers collectively. This means that any one of the Borrowers may be required to pay all of the amounts owed under this Note. 10. If more than one party shall execute this Note, the term "Borrower", as used herein, shall mean all parties signing this Note and each of them, who shall be jointly and severally obligated hereunder. In this Note, whenever the context so requires, the neuter gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural. 11. COPY RECEIVED Borrower hereby acknowledges receipt of a copy of this Note. Notice to Borrower Do not sign this Note if it contains blank spaces. All spaces should be completed before you sign. IN WITNESS WHEREOF, this Note has been duly signed by the Borrower on this day of 2026. Signed, sealed, and delivered in the presence of: Homeless Emergency Project, Inc., *Note: two witnesses are required* a Florida not-for-profit corporation. By: Witness #1 Signature Name: Ashley Lowery Print Name: - Title: President/CEO Address: Date: Witness #2 Signature Print Name: Address: STATE OF COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or 0 online notarization, this day of , 2026 by Ashley Lowery, as President/CEO of Homeless Emergency Project, Inc. who is 0 personally known to me or 0 who has produced as identification. Notary Public, State of Florida (NOTARIAL SEAL) Name of Notary: My Commission Expires: My Commission No.: Prepared by and return to: Matthew J. Mytych, Esq. City of Clearwater Economic Development and Housing Department P.O. Box 4748 Clearwater, Florida 33758 CITY OF CLEARWATER ECONOMIC DEVELOPMENT AND HOUSING DEPARTMENT SUBORDINATE MORTGAGE THIS MORTGAGE (this "Mortgage") is made as of this day of July, 2026, by and between HOMELESS EMERGENCY PROJECT, INC. a Florida not-for-profit corporation, d/b/a Homeless Empowerment Program, whose mailing address is 1120 North Betty Lane, Clearwater, FL 33755 ("Borrower") and THE CITY OF CLEARWATER, FLORIDA a Florida municipal corporation, whose mailing address is P.O. Box 4748, Clearwater, Florida 33758 ("Lender"). WHEREAS, Borrower is indebted to Lender in the principal sum of One Million Three Hundred Ninety -One Thousand Nine Hundred Thirty-Eiaht Dollars and 00/100 Cents ($1,391,938.00), which indebtedness is evidenced by Borrower's Promissory Note of even date attached hereto as Exhibit "B" (the "Note"); and WHEREAS, Borrower does hereby mortgage, grant, and convey to Lender a security interest in Borrower's real property described in Exhibit "A" attached hereto which bears the address of 1718 North Betty Lane, Clearwater, FL 33755 located in the County of Pinellas, State of Florida together with all the improvements now or hereafter erected on the property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and profits, water, water rights, and water stock, and all fixtures now or hereafter attached to the property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Mortgage (collectively, the "Property"); and WHEREAS, Borrower covenants that Borrower is lawfully seized of the Property hereby conveyed and has the right to mortgage, grant, and convey its interest in the Property, and that Borrower will warrant and defend generally its interest in the Property against all claims and demands, subject to any declarations, easements, or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring Lender's interest in the Property; and WHEREAS, Borrower has also entered into a Commitment Letter executed on even date herewith, a HOME -ARP Agreement executed on even date herewith, a Construction Loan Agreement executed on even date herewith, and a Land Use Restriction Agreement executed on even date herewith (collectively with the Note and the Mortgage, the "Loan Documents") and covenants that Borrower will perform and comply with the requirements and conditions of the Loan Documents the terms of which are all incorporated herein and that failure to comply with any terms or conditions of any of the Loan Documents shall be a default under this Mortgage and the Note; and Page 1 of 9 WHEREAS, Lender and Borrower covenant and agree that all proceeds from this loan shall be used for the development of five (5) units in a new affordable housing complex at 1718 North Betty Lane in Clearwater (the "Project") to meet the escalating demand for family housing in Pinellas County. The complex will contain thirty-five (35) new two and three-bedroom apartments specifically for families with minor children who are experiencing homelessness or living in deep poverty. By prioritizing families with the greatest need, the Project addresses a critical gap in the local housing continuum. The site plan includes six (6) residential apartment buildings, with a centrally located building housing an onsite case management office staffed 24/7, as well as a dedicated laundry facility. Outdoor amenities will include a playground and picnic area to support a safe, family -friendly environment. Located less than half a mile from Borrower's main campus, the site ensures residents have seamless access to wraparound services such as employment coaching, childcare referrals, transportation assistance, and health and wellness support. The Project aligns with Borrower's mission to empower vulnerable families by providing safe, affordable housing alongside the tools needed to achieve lasting stability. With $5.79 million already secured toward the $10 million total project cost, the complex is expected to break ground in August 2026. Once completed, it will serve as a replicable model for integrated, service -enriched housing for families in need. Any unused funds will be returned to Lender and applied to Borrower's indebtedness in the following order: outstanding interest due, if any; fees, if any, and then to the principal balance of this Mortgage. NOW, THEREFORE, Borrower and Lender mutually covenant and agree as follows: 1. The above recitals are true and correct and are incorporated herein by reference. 2. Payment of Principal and Interest. The Mortgagor will promptly pay the principal of and interest on the indebtedness evidenced by the Note, and all other charges and indebtedness provided therein and in this Mortgage, at the times and in the manner provided in the Note and in this Mortgage. 3.Taxes and Insurance. Borrower shall pay all property taxes due on the Property prior to any delinquency, and shall maintain adequate casualty and property insurance on the Property until this Mortgage is satisfied. Such insurance coverage shall be in an amount sufficient to cover either (i) the principal balance of all mortgages encumbering the Property, or (ii) the estimated replacement cost of the property, as determined by the insurance company insuring the Property. 4. Application of Payments. Unless applicable law provides otherwise, all payments received by Lender under the Note and this Mortgage will be applied by Lender first to interest payable on the Note, then to the principal of the Note, to satisfy this Mortgage only upon full payment of amounts payable to Lender under the Note and this Mortgage. 5. Charges, Liens, and Subordination. Borrower shall pay all taxes, assessments, and other charges, fines, and impositions attributable to the Property which may attain a priority over this Mortgage in the manner provided herein. Failure to pay beyond any applicable notice and cure period as required hereunder shall constitute a default of this Mortgage and the Note. Borrower shall promptly furnish to Lender all notices of amounts due under this section and shall promptly furnish to Lender evidence of satisfying the encumbrance (by bond or otherwise) receipts evidencing such payments. Page 2 of 9 Borrower shall promptly discharge any other lien which shall have attained priority over this Mortgage unless Borrower: (a) agrees in writing to the payment of the obligation secured by the lien in a manner acceptable to Lender; (b) contests in good faith the lien by, or defends against enforcement of the lien in, legal proceedings which in the Lender's opinion operate to prevent the enforcement of the lien; or (c) secures from the holder of' the lien an agreement satisfactory to Lender subordinating the lien to this Subordinate Security Instrument. If Lender determines that any part of the Property is subject to a lien that may attain priority over this Subordinate Security Agreement, Lender may give Borrower a notice identifying the lien. Borrower shall satisfy such lien or take one or more of the actions set forth above within 10 days of the giving of notice. Notwithstanding anything contained herein to the contrary, Lender agrees and covenants that this Mortgage, and the lien created hereby, is and shall remain subordinate to that certain mortgage dated June, 4, 2026 by and between Pinellas County Board of County Commissioners and Homeless Emergency Project, Inc. 6. Hazard Insurance. Subject to any senior mortgage, Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage", and such other hazards as Lender may require, and in such amounts and for such periods as Lender may require; provided, that Lender shall not require that the amount of such coverage exceed that amount of coverage required to pay the sums secured by this Mortgage. The insurance carrier providing the insurance shall be chosen by Borrower subject to approval by Lender, provided that such approval shall not be unreasonably withheld. All premiums on insurance policies shall be paid timely when due, directly to the insurance carrier. All insurance policies and renewals thereof shall be in a form acceptable to Lender and shall include a standard mortgage clause in favor of and in form acceptable to Lender. Lender shall have the right to hold the policies and renewals thereof, and Borrower shall promptly furnish to Lender all renewal notices and proof of coverage. In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower. Unless Lender and Borrower otherwise agree in writing, insurance proceeds shall be applied to restoration or repair of the Property damaged, provided such restoration or repair is economically feasible and the security of this Mortgage is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Mortgage would be impaired, Borrower shall direct the insurance company to apply insurance proceeds to the sums secured by this Mortgage with payment directly to Lender, with the excess, if any, paid to Borrower. 7. Preservation, Maintenance, and Use of Property. Borrower shall keep the Property in good repair and shall not commit waste or permit impairment or deterioration of the Property subject to normal wear and tear. No building or other structure or improvement, fixture of personal property mortgaged hereby shall be removed or demolished without the prior written consent of Lender. The Borrower will not make, permit, or suffer any alteration of or addition to any building or other structure or improvement now or which may hereafter be erected or installed upon the Property, or any part thereof, except for the Project required to be made pursuant to this Mortgage, nor will Borrower use, or permit or suffer the use of any of the Property for any purpose other than the purpose or purposes for which the same is now intended to be used, without the prior written consent of the Mortgagee. 8. Protection of Lender's Security. If Borrower fails to perform the covenants and terms contained in this Mortgage or the other Loan Documents or if any action or proceeding is commenced which materially affects Lender's interest in the Property, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then Lender at Lender's option, upon notice to Borrower, may make such appearances, disburse such sums and take such action as is necessary to protect Lender's interest, including, but not limited to entry upon the Page 3 of 9 Property to make repairs. Any amounts disbursed by Lender pursuant to this section, shall bear interest thereon at the rate of three percent (3%) per annum, and shall become additional indebtedness of Borrower secured by this Mortgage. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof and shall bear interest from date of disbursement at the rate payable from time to time on outstanding principal under the Note. Nothing contained in this section shall require Lender to incur any expense or take any action hereunder. 9. Inspection. Subject to the rights of tenants, Lender may make or cause to be made reasonable entries upon and inspections of the Property, provided that Lender gives Borrower notice at lease forty-eight (48) hours prior to any such inspection. 10. Condemnation. In the event of condemnation, the Lender may do and pay for whatever is reasonable or appropriate to protect Lender's interest in the Property. The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of the Property, or part thereof, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to Borrower. In the event of a partial taking of the Property, unless Borrower and Lender otherwise agree in writing, the proceeds shall be paid to Borrower. However, if, as a result of any such condemnation or a casualty event, it is impractical or impossible to operate the Project consistent with the use that existed prior to such event during the remainder of the Affordability Period as provided in the LURA, then Lender shall be entitled to a proportionate share of proceeds toward repayment of the Note. After such payment, the loan shall be deemed forgiven, and this Mortgage shall be satisfied of record and the Property shall be released from the LURA. 11. Borrower Not Released. Any extension of the time for payment or modification of the sums secured by this Mortgage granted by Lender to any successor in interest of Borrower shall not operate to release, in any manner, the liability of the original Borrower and Borrower's successors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify the sums secured by this Mortgage by reason of any demand made by the original Borrower and Borrower's successors in interest. Any additional amounts subsequently disbursed by Lender shall become additional debt of the Borrower and secured by this mortgage. 12. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. A waiver of one provision shall not be construed as a subsequent waiver of the same or any other provision. Waivers shall be effectuated only by mutual written agreement. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Mortgage. 13. Remedies Cumulative. All remedies provided in this Mortgage are distinct and cumulative to any other right or remedy under this Mortgage and the other Loan Documents, or afforded by law or equity, and may be exercised concurrently, independently, or successively. 14. Successors and Assigns. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower. Borrower may only transfer its rights and obligations hereunder upon receipt of written approval from Lender. In the event the Borrower assigns its obligations in accordance with this section, all of the Borrower's obligations and agreements made hereunder shall be fully and completely assigned to such assignee in full as if such assignee were mentioned by name instead of the Borrower herein. Page 4 of 9 15. Notice. Except for any notice required under applicable law to be given in another manner, all notices provided for herein shall be sent by certified or registered return receipt requested mail, or by a nationally recognized overnight courier, addressed to the appropriate party at the address designated for such party in the preamble to this Mortgage, or such other address as the party who is to receive such notice may designate in writing. Notice by mail shall be deemed delivered by depositing the same in a letterbox or other means provided for the posting of mail addressed to the party with the proper amount of postage affixed thereto. Actual receipt of notice shall not be required to effect notice hereunder. Notices sent by a nationally recognized overnight courier service shall be deemed delivered the next business day after deposit with such courier unless the records of such courier indicate a later delivery in which case the notice shall be deemed received on the date of delivery. 16. Immediate Notice Required. Borrower shall give immediate notice by registered or certified mail to the Mortgagee of any fire, damage, or other casualty affecting the Property, or of any conveyance, transfer, or change in ownership of such property, or any part thereof. 17. Governing Law, Venue, and Severability. The laws of Florida shall govern this Mortgage. Venue shall be in Pinellas County, Florida, or nearest location having proper jurisdiction. In the event that any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage or the Note which can be given effect without the conflicting provision, and to this end the provisions of this Mortgage and the Note are declared to be severable. 18. Borrower's Copy. Borrower shall be furnished a conformed copy of the Note and of this Mortgage at the time of execution or after recordation hereof. 19. Default. The following events and any other event or condition of default referenced in the other Loan Documents shall constitute a default by Borrower: (a) Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note, which shall have become due, prior to the due date of the next such installment. (b) Nonperformance by Borrower of any covenant, agreement, term, or condition of this Mortgage, or of the Note or of any other agreement heretofore, herewith or hereafter made by the Borrower with the Lender in connection with such indebtedness; (c) Failure of Borrower to perform any covenant, agreement, term, or condition in any instrument creating a lien upon the Property, or any part thereof, which shall have priority over the lien of this Mortgage; (d) Lender's discovery of the Borrower's failure in any application of Borrower to Lender to disclose any fact deemed by Lender to be material, or of the making therein, or in any of the agreements entered into by Borrower with Lender (including but not limited to the Loan Documents) of any misrepresentation by, on behalf of, or for the benefit of the Mortgagor; (e) The Transfer of all or any part the Property or any interest therein approved by Lender, if applicable) or creation of any encumbrances on the Property without Lender's prior written consent, including the creation of a lien or encumbrance subordinate to this mortgage, the sums hereunder and under the Note shall be immediately be due and payable with interest due from the date of this mortgage and note without further notice to the Mortgagor, or Mortgagee's successor or assigns. Upon such occurrence and notwithstanding Section 21, the sums hereunder and under Page 5 of 9 the Note shall be immediately due and payable with interest due from the date of this Mortgage and Note without further notice to Mortgagor, or Mortgagor's successor or assigns; or (t) the appointment of a receiver or liquidator, whether voluntary or involuntary, for Borrower or any of the property of Borrower, or upon the filing of a petition by or against the Borrower under the provisions of any State insolvency law, or under the provisions of the Bankruptcy Act of 1898, as amended, or upon the making by Borrower of an assignment for the benefit of the Borrower's creditors. 20. Acceleration; Remedies. Upon Borrower's default, Lender prior to acceleration shall mail notice to Borrower as provided in Section 15 herein specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than 30 days from the date the notice is delivered (as detailed in Section 15) to Borrower, by which such breach must be cured; however, if a non -monetary breach can be cured, but not within such thirty (30) day period, Borrower shall not be in default so long as the Borrower commences cure actions within such thirty (30) day period, thereafter diligently pursues the cure of the breach to completion, and cures the breach within one hundred eighty (180) days from the date of Lender's notice the Borrower of the breach; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Mortgage, foreclosure by judicial proceeding, and sale of Property. The notice shall further inform Borrower of the right to reinstate after acceleration and the right to assert in the foreclosure proceeding, the non-existence of a default or any other defense of Borrower to acceleration and foreclosure. If the breach is not cured on or before the date specified in the notice, Lender, at Lender's option and subject in all respects to the liens, terms, covenants and conditions of any senior mortgage loans, may declare all of the sums secured by this Mortgage to be immediately due and payable without further demand and may foreclose this Mortgage by judicial proceeding. Lender shall be entitled to collect in such proceeding, all reasonable expenses of foreclosure, including, but not limited to costs of documentary evidence, abstracts and title reports. The Lender retains all other rights and remedies available at law or in equity. 21. Borrower's Right to Reinstate. Notwithstanding Lender's acceleration for the sums secured by this Mortgage, Borrower shall have the right to have any proceedings begun by Lender to enforce this Mortgage discontinued at any time prior to entry of a judgment enforcing this Mortgage provided that (a.) Borrower pays Lender all sums which would be then due under this Mortgage, the Note and notes securing future advances, if any, had no acceleration occurred; (b.) Borrower cures all breaches of any other covenants or agreements of Borrower contained in this Mortgage; (c.) Borrower pays all reasonable expenses incurred by Lender in enforcing the covenants and agreements of Borrower contained in this Mortgage and in enforcing Lender's remedies as provided in Section 21 hereof; and (d.) Borrower takes such action as Lender may reasonably require to assure that the lien of this Mortgage, Lender's interest in the Property and Borrower's obligation to pay the sums secured by this Mortgage shall continue unimpaired. Upon such payment and cure by Borrower, this Mortgage and the obligation secured hereby shall remain in full force and effect as if no acceleration had occurred. 22. Assignment of Rents or Other Sums; Appointment of Receiver. As additional security hereunder, Borrower hereby assigns to Lender the rents of or other sums generated by the Property, provided that Borrower shall, prior to acceleration under Section 21 hereof or abandonment of the property, have the right to collect and retain such rents or other sums as they become due and payable. Upon acceleration under Section 21 hereof or abandonment of the Property, Lender shall be entitled to have a receiver appointed by a court to enter upon, take possession of and manage the Property and to collect the rents of or other sums generated by the Property, including those past due. All rents or other sums collected by the receiver shall be applied first to payment of Lender's costs of management of the Property and collection of rents or other sums, including, but not limited to, receiver's fees, premiums on receiver's Page 6 of 9 bonds and then to the sums secured by this Mortgage. The receiver shall be liable to account only for those rents actually received. 23. Waiver of Benefits. Borrower hereby waives the benefit of any and all homestead exemptions as to the debt secured by this Mortgage and as to any expenditures for insurance, taxes, levies, assessments, dues, or charges incurred by pursuant to any provision of this Mortgage. 24. Release. Upon the termination of the Note and this Mortgage, Lender shall release this Mortgage without charge to Borrower. Borrower shall pay all costs of recordation, if any. 25. Notice to Borrower. Borrower should not sign this Mortgage if it contains any blank spaces. All spaces should be completed before Borrower signs. (SIGNATURES ON FOLLOWING PAGE) Page 7 of 9 IN WITNESS WHEREOF, Borrower has caused this Mortgage to be executed and delivered on its behalf as of the date and year first set forth above. (BORROWER SIGNATURE PAGE) Signed, sealed, and delivered in the presence of: Homeless Emergency Project, Inc., *Note: two witnesses are required* a Florida not-for-profit corporation. By: Witness #1 Signature Name: Ashley Lowery Print Name: Title: President/CEO Address: Date: Witness #2 Signature Print Name: Address: STATE OF COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2026 by Ashley Lowery as President/CEO of Homeless Emergency Project, Inc., who is 0 personally known to me or 0 who has produced as identification. Notary Public, State of Florida (NOTARIAL SEAL) Name of Notary: My Commission Expires: My Commission No.: Page 8 of 9 Exhibit "A" Legal Description Commence at the Southwest corner of the Southeast Quarter of the Southeast Quarter of Section 3, Township 29 South, Range 15 East, Pinellas County, Florida, for a point of reference; thence N00°07'03"W, 758.00 feet; thence N89°36'07'W, 30.00 feet to the Point of Beginning; thence S00°07'03"E., 563.03 feet; thence N52°37"00"W, 239.48 feet; thence N00°07'03"W, 418.95 feet; thence S89°36'07"E, 190.00 feet to the Point of Beginning less all of the road right of way of Betty Lane and Overbrook Avenue. Parcel I.D. No.: 03-29-15-00000-430-0400 Page 9 of 9 July 29, 2026 Ashley Lowery, President/CEO Homeless Emergency Project, Inc. 1120 North Betty Lane Clearwater, FL 33755 CITY OF CLEARWATER ECONOMIC DHVEIOPAEYr & HOUSING Posr Orrice Box 4748, CLEARWATER, Fi.oma, 33758-4748 MUNICIPAL Scnricu BUILDING, 100 Sorin Mlnru: AVE, CLG,nwxn:n, FLORIDA 33756 TELEPHONE (727) 562-4030 RE: Loan Commitment —1718 North Betty Lane, Clearwater, FL 33755 Dear Ashley: The City of Clearwater has reviewed your request for funding for the construction of rental housing units located at 1718 North Betty Lane, Clearwater, FL 33755. Congratulations, the City has approved your request for financing in the amount of $1,391,938.00 for the development of five (5) assisted units within your proposed new affordable housing rental project subject to the following terms and conditions with the following terms and conditions: 1. Borrower: Homeless Emergency Project, Inc., a Florida not-for-profit corporation. 2. Loan: A non -revolving loan in the amount of One Million Three Hundred Ninety -One Thousand Nine Hundred Thirty -Eight Dollars and 00/100 Cents ($1,391,938.00). 3. Loan terms: The loan will be provided as a zero percent (0%) fifteen (15) -year deferred payment loan. No payment will be required during the fifteen (15) -year period. Should the Borrower default on the loan during this period, the entire amount of the loan will become due and payable. The loan shall be forgiven at the end of 15 -year term. Default conditions will be outlined in the loan documents. 4. Loan Funding Source: HOME -ARP Program 5. Site Control: Owner must maintain proof of insurance and payment of taxes during the term of the loan. 6. Development: Upon completion of the construction, the property must be at minimum code standard and pass all applicable inspections. Licensed contractor and subcontractors must perform all work and work must be completed in a workmanlike manner. Funding will be disbursed on a pre -determined draw schedule. Borrower will request loan proceeds disbursement via a written request and will allow the City of Clearwater Housing Division five (5) days within which to inspect the construction. The Borrower will allow fifteen (15) working days for payment processing upon the passing of the construction inspection. HOME Agreement Page 1 of 3 No funds will be advanced in the event that either the Housing Division or building department does not approve the work or the percentage of work completed. 7. Contractor: Borrower must hire licensed contractors to perform the work of required trades. The City of Clearwater Housing Division will perform periodic inspections in addition to any inspections required by the City of Clearwater's Building Department. An inspection by the City's Housing Division must be performed prior to the disbursement of any draw made in connection with this loan. 8. Rental Tenants: Upon completion of the construction of the assisted units and each subsequent year during the minimum compliance period, the Borrower must rent Four (4) of the five (5) of the assisted units within the Project to Qualifying Households. The remaining one (1) assisted unit must be rented to an individual or family whose income does not exceed eighty percent (80%) of the Area Median Income (AMI) based upon HUD guidelines in effect at the time of execution of the rental lease. 9. Collateral: A second mortgage on the following described property: Parcel Number: 03-29-15-00000-430-0400 Legal Description: Commence at the Southwest corner of the Southeast Quarter of the Southeast Quarter of Section 3, Township 29 South, Range 15 East, Pinellas County, Florida, for a point of reference; thence N00°07'03"W, 758.00 feet; thence N89°36'07'W, 30.00 feet to the Point of Beginning; thence S00°07'03"E., 563.03 feet; thence N52°37"00"W, 239.48 feet; thence N00°07'03"W, 418.95 feet; thence S89°36'07"E, 190.00 feet to the Point of Beginning less all of the road right of way of Betty Lane and Overbrook Avenue. Together with all the improvements and appurtenances presently located or hereafter situated thereon. A Security Agreement constituting a valid second lien on the prior perfected security interest on all fixtures, furnishings and equipment owned by the borrower then or thereafter acquired or affixed to or used by the borrower in the operation of the mortgaged premises including without limitation, additions, replacements and substitutions. This commitment becomes null and void in the event that it is established that there is anyone currently residing on the above -referenced property or in the event that someone will be displaced as a result of this transaction. 11. This loan is not assumable by another party without a written request from the borrower and written approval from the City of Clearwater. 12. The loan will be evidenced by a HOME -ARP Agreement, Mortgage, Note, Land Use Restriction Agreement, and Construction Loan Agreement. Thank you for your commitment to the provision of affordable housing for the City's residents. Sincerely, Christopher Edwards, Economic Development & Housing Director HOME Agreement Page 2 of 3 The undersigned agrees to the above -referenced terms and conditions and further agrees to abide by the requirements of the City of Clearwater's Economic Development & Housing Department and the HOME ARP program. Ashley Lowery, President/CEO Date Homeless Emergency Project, Inc. HOME Agreement Page 3 of 3