(PROPOSED)

UNSECURED PROMISSORY NOTE

(CONSTRUCTION COMPLETION NOTE)

FOR VALUE RECEIVED, the undersigned, Vineyard Court LLC, a Missouri Limited Liability Company with its principal place of business at 518 West Commercial Street, Mansfield, MO 65704 (hereinafter referred to as "Borrower"), hereby promises to pay to the order of [LENDER NAME], an individual residing at [LENDER ADDRESS] (hereinafter referred to as "Lender"), the principal sum of [LOAN AMOUNT IN WORDS] Dollars ($[LOAN AMOUNT IN NUMBERS]), together with interest thereon at the rate of ten percent (10%) per annum, under the terms set forth in this Unsecured Promissory Note ("Note").

1. PURPOSE OF LOAN

The Lender acknowledges that the funds provided under this Note are intended to be used by the Borrower primarily for the completion of construction and renovation of the property known as "The Vineyard Court" located at 518 West Commercial Street, Mansfield, MO 65704. This Note is being issued in connection with the construction and renovation process, with prior phases having been funded by Borrower's own capital. While the primary purpose of this Note is to fund construction completion, Borrower retains sole discretion to allocate these funds as Borrower deems necessary to advance the overall Vineyard Court project.

2. PAYMENT TERMS

2.1 Interest Payments

Interest at the rate of ten percent (10%) per annum shall be payable monthly, with payments due on the [DAY] day of each month, beginning on [FIRST PAYMENT DATE]. Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed.

2.2 Principal Repayment

The entire principal amount of this Note shall be due and payable in full on [MATURITY DATE], which is five (5) years from the date of this Note, unless earlier prepaid as provided herein.

2.3 Method of Payment

All payments of principal and interest shall be made by check, electronic funds transfer, or other method acceptable to Lender, as directed by Lender in writing.

3. FIXED RETURN STRUCTURE - NO PROFIT SHARING

3.1 Fixed Interest Return

This Note provides for a fixed interest return of ten percent (10%) per annum to be paid monthly. This fixed return structure means that the Lender's compensation is limited solely to the interest payments as described in Section 2.1 and the return of principal as described in Section 2.2.

3.2 No Profit Sharing

For clarity and avoidance of doubt, this Note does not entitle the Lender to any equity, ownership interest, or profit sharing in Vineyard Court LLC or The Vineyard Court property. The Lender shall not be entitled to participate in or receive any portion of the profits, income, or revenue generated by the Borrower's business operations. The Lender's return is limited exclusively to the fixed interest payments and return of principal as set forth in this Note.

4. PREPAYMENT

Borrower reserves the right to prepay this Note, in whole or in part, at any time without penalty or premium. Any partial prepayment shall be applied first to accrued interest and then to principal. Early repayment may occur if Borrower refinances the property or sells the property before the maturity date.

5. EVENTS OF DEFAULT

The occurrence of any of the following events shall constitute an event of default under this Note:

• Failure of Borrower to make any payment of interest when due, which failure continues for a period of fifteen (15) days after the due date;
• Borrower files a petition for bankruptcy, reorganization, or similar relief under any present or future statute, law, or regulation;
• A petition for bankruptcy, reorganization, or similar relief is filed against Borrower and is not dismissed within ninety (90) days;
• Borrower applies for or consents to the appointment of a receiver, trustee, or liquidator for all or a substantial part of its assets;
• Borrower makes a general assignment for the benefit of creditors;
• Borrower admits in writing its inability to pay its debts as they become due;
• Borrower dissolves, liquidates, or ceases its normal business operations;
• Borrower sells all or substantially all of its assets outside the ordinary course of business without using the proceeds to repay this Note in full.

6. REMEDIES UPON DEFAULT

Upon the occurrence of an event of default, and at any time thereafter, the Lender may, at its option, declare the entire unpaid principal balance of this Note, together with accrued interest, immediately due and payable without notice or demand. The Lender's failure to exercise this option shall not constitute a waiver of the right to exercise it at any subsequent time.

7. UNSECURED OBLIGATION

This Note is unsecured. The Borrower's obligation to repay this Note is not secured by any real property, personal property, or other assets of the Borrower. The Lender understands and acknowledges that its rights to repayment are not backed by any collateral. The absence of collateral facilitates a smooth refinance or sale of the property, which may enable early repayment of this Note.

8. SUBORDINATION

This Note is subordinated to all senior debt of the Borrower, whether existing on the date hereof or hereinafter incurred. "Senior debt" means all indebtedness for borrowed money incurred by the Borrower that is specifically designated as senior debt.

9. REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower hereby represents and warrants to Lender as follows:

• Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the state of Missouri and has all requisite power and authority to carry on its business as now conducted;
• Borrower has full power and authority to execute and deliver this Note and to perform its obligations hereunder;
• This Note constitutes the valid and legally binding obligation of Borrower, enforceable against Borrower in accordance with its terms;
• Neither the execution and delivery of this Note, nor the performance of Borrower's obligations hereunder, will (i) violate any provision of Borrower's Articles of Organization or Operating Agreement, (ii) violate, conflict with, or result in a breach of any provision of, or constitute a default under, any agreement to which Borrower is a party, or (iii) violate any statute, regulation, rule, judgment, order, decree, or other restriction of any governmental authority to which Borrower is subject;
• Borrower has already completed the initial phases of renovation of The Vineyard Court property using its own capital.

10. COVENANTS OF BORROWER

10.1 Information Rights

For so long as this Note remains outstanding, Borrower shall provide to Lender:

• Quarterly updates on the status of The Vineyard Court project;
• Annual financial statements of Borrower within 120 days after the end of each fiscal year;
• Written notice of any event of default under this Note or any other material financing of Borrower within 10 business days of such event.

10.2 Use of Proceeds

While the funds provided under this Note are intended primarily for the completion of construction and renovation of The Vineyard Court property, Borrower retains sole discretion to allocate these funds as Borrower deems necessary to advance the overall Vineyard Court project.

11. CONSTRUCTION COMPLETION

Borrower intends to utilize the proceeds of this Note primarily for the completion of The Vineyard Court construction and renovation project, including but not limited to:

• Interior finishing work including drywall, flooring, and painting;
• Installation of fixtures and appliances;
• Completion of amenity areas including hot tubs, fire pit, and barbecue area;
• Outfitting the clubhouse and commercial kitchen;
• Landscaping and exterior finishes.

However, Borrower shall have sole discretion to allocate the proceeds of this Note as Borrower deems necessary and appropriate to advance the overall Vineyard Court project toward completion. Nothing in this Note shall be construed as restricting Borrower's authority to make business decisions regarding the allocation and use of funds in furtherance of completing The Vineyard Court project.

12. ARBITRATION

Any dispute, claim, or controversy arising out of or relating to this Note or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Springfield, Missouri before one arbitrator. The arbitration shall be administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party.

13. MISCELLANEOUS

13.1 Expenses

Each party shall be responsible for all costs and expenses, including attorneys' fees, incurred by such party in connection with the negotiation, execution, delivery, and enforcement of this Note.

13.2 Waiver

No delay or omission on the part of Lender in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy or of any other right or remedy under this Note. A waiver on any one occasion shall not be construed as a bar to or waiver of any such right or remedy on any future occasion.

13.3 Amendment

This Note may not be modified or amended except by a written instrument signed by both Borrower and Lender.

13.4 Governing Law

This Note shall be governed by and construed in accordance with the laws of the State of Missouri, without giving effect to principles of conflicts of law.

13.5 Successors and Assigns

This Note shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of Lender and its successors and assigns.

13.6 Notices

All notices, requests, demands, and other communications required or permitted under this Note shall be in writing and shall be deemed to have been duly given if delivered personally, sent by email with confirmation of receipt, or sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses set forth in this Note or to such other address as either party may specify in writing.

13.7 Severability

If any provision of this Note is determined to be invalid, illegal, or unenforceable, in whole or in part, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13.8 Entire Agreement

This Note contains the entire agreement between Borrower and Lender with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.