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First Amendment to Early Access Agreement with MB MIXED USE INVESTMENT 321114 FIRST AMENDMENT TO EARLY ACCESS AGREEMENT THIS FIRST AMENDMENT TO EARLY ACCESS AGREEMENT (this "First Amendment") is executed as of the 1st day of June, 2022,by and between the CITY OF MIAMI BEACH,FLORIDA, a municipal corporation(the"City")and MB MIXED USE INVESTMENT, LLC, a Florida limited liability company (the "Lessee"). The City and Lessee are sometimes herein referred to as the"Parties"and each, a"Party." RECITALS: WHEREAS, the City and the Lessee entered into that certain Development and Ground Lease Agreement with an Effective Date of December 12, 2018, (the "Lease Agreement") regarding the property described therein(the"Leased Property"); and WHEREAS, the City and Lessee subsequently entered into that certain Early Access Agreement dated March 4, 2020 (the "Early Access Agreement") pursuant to which the City agreed to provide the Lessee access rights and easements prior to the Possession Date over the Early Access Areas to enable Lessee to perform certain p e-construction activities (the "Early Work")that is expected to accelerate the timeline for cons• ction of the Hotel Project;and WHEREAS, the Early Access Areas include ce LI in zones at the The Jackie Gleason Theater located at 1700 Washington Ave., Miami Beach, Florida 33139 (the"Facility")which is operated by Live National Worldwide, Inc. ("Live Nation") .ursuant to that certain Management Agreement dated June 22, 2007 (the "Ori inal Mana ment A reement"). The Original Management Agreement has been amended four times: (In December 9, 2009 (the "First Amendment to Management Agreement"), July 7, 20 1 (the "Second Amendment to Management Agreement"), May 6, 2016 (the "Third Amendment to Management Agreement"), and on March 10, 2021 (the"Fourth Amendment to Management Agreement") and,will be amended a fifth time pursuant to a Fifth Amendment to Management Agreement(the "Fifth Amendment to Management Agreements" the Original Management Agreement, as so amended, the "Management Agreement") to be executed concurrently with this First Amendment; and WHEREAS, the Third Amendment to Management Agreement contemplates that a portion of the Facility may undergo construction,including demolition of the Rehearsal Room and reconfiguration of the loading docks at the Facility as reflected in the plans approved by the City (for the avoidance of doubt, the City approved the attached plans in its proprietary capacity, provided, the plans are subject to review and approval by all authorities having jurisdiction, including the City in its regulatory capacity),Lessee and Live Nation and attached hereto as Exhibit "A"(the"Facility Improvements"); and WHEREAS,the Third Amendment to Management Agreement also contemplates that if Live Nation is required to close the Facility due to Material Disruptions (as,such term is defined in Section 11(i)of the Third Amendment to Management Agreement),then Live Nation is entitled . 1 • to receive a credit equal to the sum of the following (collectively, the "Required Credit"): (1) a pro-rated per-diem amount of the then-applicable Required City Distribution for the duration of such closure; (2) a pro-rated per-diem amount of all other fixed costs incurred by Live Nation to operate the Facility (net of the chilled water credit stipulated in the Third Amendment to Management Agreement), and (3) any and all out-of-pocket expenses incurred by Live Nation in connection with the cancellation of shows, including without limitation, talent guarantees, marketing costs and costs related to personnel; and WHEREAS, the Early Access Agreement requires the City and Lessee to reasonably cooperate with each other so that Lessee's activities under the Early Access Agreement do not materially interfere with the loading dock or other ongoing operations at the Facility and Lessee agreed to indemnify the City for injury or losses caused or claimed to be caused by Lessee's use of the Early Access Areas in,connection with its activities under the Early Access Agreement, including liability for Material Disruptions;and WHEREAS,Lessee has determined that Material Disruptions are unavoidable during the Early Work and has requested that the City consider a temporary closure of the Facility commencing on June 1, 2022 (the "Closure") as Lessee believes such Closure would enable Lessee to execute the Facility Improvements in a safer, more efficient and more cost-effective manner; and WHEREAS, the Fifth Amendment to Management Agreement addresses the terms and conditions pursuant to which Live Nation has agreed to the Closure, including reimbursement by Lessee for out-of-pocket expenses actually incurred by Live Nation in connection with the Closure; and WHEREAS,the City and Lessee desire to amend the Early Access Agreement to reflect Lessee's obligations to the City and Live Nation associated with the Closure. NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged by both parties, City and Live Nation agree as follows: 1. Recitals. The foregoing Recitals are true and correct and are incorporated herein by reference. The paragraph headings of this First Amendment are for convenience and reference only and none of such headings shall limit or amplify the meaning, application or construction of any of the provisions of this First Amendment. Capitalized terms not defined herein shall have the meanings assigned such terms in the Lease Agreement and/or Early Access Agreement, as the context requires. 2. Closure Commencement Date and Length of Closure. (a) The City represents and warrants to Lessee as follows: (i)the City and Live Nation have agreed in the Fifth Amendment to Management Agreement, and the City hereby confirms to Lessee, that the Facility will be closed on June 1, 2022 (the "Closure Commencement Date"); (ii) Live Nation has agreed in the Fifth Amendment to Management Agreement to cancel, reschedule or relocate any performances that are on the books from and after the Closure 2 Commencement Date; and (iii) until such time as Live Nation receives the Facility Restoration Notice (as defined below), Live Nation shall not book any performances or events at the Facility that cannot be canceled without the payment of any fees or liquidated damages to the artist, performer or event producer and that provide for a full refund of any deposit paid by Live Nation in the event of a cancelation,provided,however,after Live Nation receives the Facility Restoration Notice, Live Nation may book performances or events at the Facility that are scheduled to occur after the Anticipated Facility Restoration Date(as defined below). (b) Lessee anticipates that the Facility Improvements will be completed within a period of twelve (12) months commencing on the Closure Commencement Date and ending on May 31, 2023;provided,however,the Parties acknowledge and agree that such Facility Improvements may require a shorter or longer period of time to complete but shall be in any event be completed by or before August 31,2023,subject to extension for Unavoidable Delay,as such term is defined below (the"Closure Outside End Date"). If the Facility Restoration Date does not occur by or before the Closure Outside End Date, Lessee shall pay Live Nation $1,643.84 per calendar day, as liquidated and agreed damages and not as a penalty, and as its sole remedy for lost profits, from the Closure Outside End Date through the Facility Restoration Date (the "LD Payments"). The LD Payments shall be paid to Live Nation within thirty (30) days following the end of each applicable month (or partial month). For purposes, of this First Amendment, the term "Unavoidable Delay" means (i) any Force Majeure Event (as such term is defined in the Lease Agreement) that otherwise would require closure of the Facility or cancellation of shows even if Facility Improvements were not in progress, (ii) any Department of Environmental Resources Management-related delays not to exceed thirty (30) days in the aggregate and (iii) any delays to the extent caused by Live Nation, including, without limitation, any work performed by or on behalf of Live Nation(but excluding the Facility Improvements)("Live Nation Delays").The City agrees to use commercially reasonable efforts in the scheduling and operation of events at the Convention Center to ensure a continuous and' uninterrupted prosecution of the Facility Improvements. (c) Without limiting any obligations of Lessee to provide progress reports and/or schedule updates to the City during construction of the Project pursuant to the express provisions of the Lease Agreement and Early Access Agreement,during the Closure,the Lessee will provide updates to the City regarding its progress with respect to the Facility Improvements and the anticipated date for achieving Substantial Completion ("Facility Improvements Updates"). Lessee shall use commercially reasonable efforts to provide the Facility Improvement Updates no less frequently than once a month from June 1, 2022 through December 31, 2022, and thereafter, no less frequently than bi-weekly. In addition, Lessee shall use commercially reasonable efforts to provide the City and Live Nation with not less than ninety (90) days prior written notice (the "Facility Restoration Notice") of the date the Lessee is anticipated to achieve the Facility Restoration Date (the "Anticipated Facility Restoration Date"), and the Anticipated Facility Restoration Date included in the Facility Restoration Notice shall not be more than one hundred twenty (120) days from the date of the Facility Restoration Notice. For the avoidance of doubt, the Lessee's provision of the Facility Restoration Notice to Live Nation shall not nullify or otherwise limit Live Nation's right to receive the LD Payments provided above if the Facility Restoration Date does not occur by the Closure Outside End Date. 3 (d) The Closure will be deemed to have ended upon the latest to occur of the following dates (such date shall be referred to herein as the "Deemed Closure End Date"): (i) the date the Lessee achieves Substantial Completion (as defined below) for the Facility Improvements (the "Facility Restoration Date"), (ii) the date that is ninety (90) days_ from the date the Facility Restoration Notice is given, or (iii) the Anticipated Facility Restoration Date specified in the Facility Restoration Notice. Notwithstanding the foregoing, if the date of the first show or event at the Facility is earlier than the Deemed Closure End Date determined pursuant to the foregoing, then the date of such show or event shall be considered the Deemed Closure End Date for all purposes. (e) "Substantial Completion" shall be deemed to have occurred when the Facility Improvements,as certified in writing by the Lessee or the Lessee's architect,have been developed, designed, engineered and constructed substantially in accordance with the Plans attached hereto as Exhibit "A" (which may be satisfied via the issuance by Lessee's architect of a Certificate of Substantial Completion in substantially the form of AIA Document G704,or such other reasonable equivalent) such that (i) all conditions of applicable permits and regulatory and governmental agencies with respect to the substantial completion of the Facility Improvements have been satisfied, (ii) the Facility Improvements have been constructed in compliance with all Governmental Requirements (as defined below), and (iii) the Facility is otherwise ready for occupancy, utilization and continuous commercial operation in accordance with its intended purposes as an entertainment venue and performing arts center without material interference from incomplete or improperly completed work with respect to the Facility Improvements and with only minor punch list items remaining to be completed, with (i) —(iii) above being evidenced by the issuance of a Temporary Certificate of Occupancy, Temporary Certificate of Completion, Certificate of Occupancy or Certificate of Completion by the authority having jurisdiction with respect to the Facility Improvements that allows for public use of the Facility, subject to the next sentence. For avoidance of doubt,the Lessee is not responsible to obtain any permits or approvals with respect to any work at the Facility other than as expressly set forth in this Section 2(d) with respect to the Facility Improvements. "Governmental Requirements" means all laws, ordinances,rules,regulations, statutes, and other legal requirements of any governmental body or authority or any agency thereof (including, without limitation, federal, state, county and municipal). (0 Live Nation has agreed in the Fifth Amendment to Management Agreement not to make any improvements, alterations or additions to the Facility during the Closure without the City's and Lessee's prior written consent, which consent may be withheld in the City's and/or Lessee's sole discretion, provided, the foregoing shall not limit Live Nation's obligation to maintain the Facility during the Closure, including its obligation to make any necessary repairs, pursuant to the Original Management Agreement. Live Nation has notified the City that it desires to undertake to perform the following work at the Facility during the Closure: termite mitigation, repair/replace egress doors, replace fire pump, install new ice machines, and repair/replace carpeting(the"Live Nation Work"). The City and the Lessee agree that neither will unreasonably withhold its consent to the performance of the Live Nation Work so long as (a) the Live Nation Work does not interfere in any way with the Early Work, including the Facility Improvements,(b) a permit is not required to perform any such Live Nation Work and (c) Live Nation coordinates the scheduling of the Live Nation Work with the City and the Lessee. If Live Nation breaches its covenant not to perform Live Nation Work except as permitted pursuant to the foregoing 4 provisions (as the same are reflected in the Fifth Amendment to Management Agreement), upon notice by Lessee to the City, the City shall enforce the terms of such covenant for the benefit of the Lessee and the City. 3. Reimbursement of Live Nation's Expenses Associated with Closure. (a) In consideration of the City's and Live Nation's agreement to the Closure, and provided Live Nation delivers the Expense Back-Up (as such term is defined in Section 3(c) of this First Amendment) to Lessee as required under Section 3(c) of this First Amendment, Lessee shall reimburse Live Nation for the following reasonable,out-of-pocket expenses actually incurred by Live Nation during the period commencing on the Closure Commencement Date and ending on the Deemed Closure End Date: (i)talent guarantees that must be paid by Live Nation to artists pursuant to a non-cancellable fully executed contract or binding written confirmation (including via email)of a booking between Live Nation and talent and/or talent's manager or booking agent (each,a"Binding Agreement")in accordance with Live Nation's customary business practices for shows that were scheduled to occur during the Closure that are canceled (excluding shows relocated to a different venue by Live Nation and/or rescheduled), (ii) marketing costs, (iii) the continuing building utilities, maintenance and operating expenses as categorized in Exhibit `B", (iv) seventy-five percent (75%) of the salaries and benefits for individuals previously identified by Live Nation as holding the positions reflected in Exhibit`B" ("Current Facility Employees") who remain employed by Live Nation during the Closure and who spend seventy-five percent (75%) or more of their time performing tasks that are exclusively related to the Facility and (v) fifty percent (50%) of the salaries and benefits for Current Facility Employees who remain employed by Live Nation during the Closure and who spend fifty percent(50%) or more, but less than seventy-five percent(75%), of their time performing tasks that are exclusively related to the Facility(the foregoing expenses, subject to the limits set forth in this Section 3(a), are referred to herein as"Reimbursable Expenses"). The Lessee's liability to Live Nation for talent guarantees and marketing expenses (i.e., the items included in clauses (i) and (ii) of this Section 3(a)) shall not exceed the amounts reflected in Exhibit`B". The Lessee's liability to Live Nation for salaries and benefits (i.e., the items included in clause (iv) of this Section 3(a)) shall not exceed seventy- five percent(75%)of the salaries and benefits reflected in Exhibit`B"or$45,550 per month. Live Nation has agreed in the Fifth Amendment to Management Agreement that if any Current Facility Employee is separated from employment for any reason, Live Nation shall not fill the position(s) in question for purposes of reimbursement hereunder before receiving the Facility Restoration Notice. Notwithstanding the foregoing, if the General Manager of the Facility is separated from employment for any reason, then Live Nation may hire a new employee or promote an existing Live Nation employee to fill that position and such employee's salary shall be subject to reimbursement as provided herein up to the amount set forth in Exhibit `B" for the General Manager position; if Live Nation promotes a Current Facility Employee to fill the position, then Live Nation shall not fill the promoted Current Facility Employee's previous position for purposes of reimbursement hereunder until Live Nation receives the Facility Restoration Notice. The Lessee's liability to Live Nation for the items included in clause (iii) of this Section 3(a) are estimated in Exhibit`B",but shall be billed by Live Nation to the Lessee based on actual expenses paid by Live Nation in the applicable month which may be more or less than the estimated amounts. For the avoidance of doubt, Lessee shall be responsible for reimbursement of the ongoing monthly expenses as reflected in Exhibit `B" commencing on the Closure Commencement Date and continuing through the Deemed Closure End Date. Notwithstanding 5 anything to the contrary contained in this First Amendment or the Management Agreement, (x) the Reimbursable Expenses, any LD Payments, any Additional Reimbursable Expenses (as such term is defined in Section 3(b)of this First Amendment and any Lessee Required City Distribution (as such term is defined in Section 4 of this First Amendment), constitute the Lessee's aggregate responsibility with respect to the following (collectively, the "Lessee Responsibilities"): the Required Credit, its indemnity obligations under the Early Access Agreement, and its indemnity obligations under the Lease Agreement, in each case with respect to interference during the Closure with the loading dock or other ongoing operations at the Facility and with respect to Material Disruptions during the Closure associated with the Facility Improvements or Lessee's use of the Facility and(y)upon payment in full of the Reimbursable Expenses,any LD Payments,any Additional Reimbursable Expenses and any Lessee Required City Distribution, the City shall be deemed to have released and discharged the Lessee from any and all claims, suits, demands, accounts, indemnity obligations, or causes of action the City may have against the Lessee with respect to (I)the Lessee Responsibilities and (II)the obligations of the City to Live Nation under the Management Agreement with respect to the Lessee Responsibilities. (b) Lessee acknowledges and agrees that Live Nation will rely on the Facility Restoration Notice for purposes of staffing and booking events at the Facility. Accordingly, in the event the Facility Restoration Date does not occur on or before the Anticipated Facility Restoration Date, subject to extension for Live Nation Delays, including, without limitation, any work performed by or on behalf of Live Nation, the Reimbursable Expenses will include, in addition to the ongoing monthly expenses reflected in Exhibit`B",the following expenses actually incurred during the period starting on the Anticipated Facility Restoration Date(but,for avoidance of doubt, without duplication of Reimbursable Expenses set forth in Section 3(a)), subject to extension for Unavoidable Delay, and ending on the Facility Restoration Date (such period referred to as the "Delay Period,"and such additional expenses, the"Additional Reimbursable Expenses"): (i)(A) one hundred percent (100%) of salaries and benefits actually paid to all employees of Live Nation located at the Facility and providing services exclusively related to the Facility; (B) seventy-five percent (75%) of the salaries and benefits for all employees of Live Nation located at the Facility and who spend seventy-five percent(75%)or more of their time but less than 100% of their time performing tasks that are exclusively related to the Facility and (C) fifty percent (50%) of the salaries and benefits for all employees of Live Nation Located at the Facility who spend fifty percent(50%) or more,but less than seventy-five percent(75%), of their time performing tasks that are exclusively related to the Facility; (ii) talent guarantees that must be paid by Live Nation to artists pursuant to a Binding Agreement for shows-that were booked after the Facility Restoration Notice to occur during the Delay Period that are canceled(excluding shows relocated to a different venue by Live Nation and/or rescheduled)(the "Delay Period Canceled Shows")and(iii)marketing expenses associated with any of the Delay Period Canceled Shows. Notwithstanding the foregoing,the Lessee may update the Facility Restoration Notice at any time to reflect a later Anticipated Facility Restoration Date (which updated Facility Restoration Notice shall be confirmed via an email sent to Live Nation's designated recipient(s)at TrevorRalph@LiveNation.com, SheilaSmall@LiveNation.com, and FredKim@LiveNation.com or such other recipients Live Nation may designate upon written notice to the City and Lessee on or before the date such Facility Restoration Notice is sent out for delivery), in which event Delay Period Canceled Shows shall not include any shows or events (x)that are booked on or after the date that is one (1) business day after Live Nation receives such updated Facility Restoration 6 • Notice and(y)that are to occur prior to the updated Anticipated Facility Restoration Date, subject to extension for Live Nation Delays. (c) Within ten(10) days following the end of each month(or partial month)during the Closure, Live Nation shall issue an invoice to Lessee (with copies to the City) at the address indicated below reflecting the Reimbursable Expenses, and if applicable, the Additional Reimbursable Expenses, actually paid during such month (or partial month) along with (i) appropriate documentation substantiating the Reimbursable Expenses, and if applicable, the Additional Reimbursable Expenses,included in such invoice and proof of payment by Live Nation and (ii) a certificate signed by an officer of Live Nation in the form attached as Exhibit "C" attesting that the Reimbursable Expenses, and if applicable, the Additional Reimbursable Expenses, included in such invoice have been incurred and actually paid by Live Nation and that Live Nation has not received a separate reimbursement or credit from any source for any such Reimbursable Expenses and is not entitled to any separate reimbursements or credits from any source for any such Reimbursable Expenses, and if applicable, the Additional Reimbursable Expenses, including, without limitation, insurance (each such invoice, together with the documentation and certificate described in clauses (i) and (ii) of this Section 3(c), the "Expense Back-Up"). Provided the Expense Back-Up with respect to an invoice is delivered to the Lessee, the Lessee shall pay Live Nation the amount reflected on such invoice within thirty(30)days from receipt by the Lessee. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, (x) in no event shall Live Nation be required to provide any copies of artist performance agreements to the City or the Developer so long as Live Nation produces other documentary evidence reasonably satisfactory to the Developer to substantiate any talent guarantees included in any invoices submitted to Developer (it being understood and agreed that with respect to talent guarantees reflected on Exhibit `B" proof of payment shall conclusively constitute satisfactory evidence) and (y) with regard to any Delay Period Canceled Shows, in addition to providing proof of payment, provided that Developer has executed a nondisclosure agreement in form reasonably acceptable to Live Nation and Developer,Live Nation shall provide either(A) copies of fully executed contracts or term sheets or(B)unsigned copies of contracts or term sheets together with confirmation(including via email)by the applicable artist or authorized agent. 4. Required City Distribution. Pursuant to the Management Agreement,Live Nation is required to pay a specified amount (the "Required City Distribution") to the City each calendar year. The Required City Distribution is subject to adjustment based on the CPI. The Required City Distribution for calendar year 2022 is$1,158.286.05 and is subject to a 2%escalation on January 1,2023 and on January 1 of each year after 2023. Pursuant to the terms of the Third Amendment to Management Agreement, due to the loss of the Rehearsal Room, the City will apply a credit in the amount of $250,000 against the Required City Distribution for each calendar year. Lessee acknowledges that the City has agreed to close the Facility based on Lessee's representation that the Facility Improvements will be completed in fifteen (15) months or less. Accordingly, if the Facility Restoration Date does not occur on or before August 31, 2023, in addition to Lessee's obligation to pay the Reimbursable Expenses, and if applicable, the Additional Reimbursable Expenses, to Live Nation, Lessee shall pay the City an amount equal the Required City Distribution (on a per 7 diem basis) then in effect for each day during the period commencing on September 1, 2023 through the Facility Restoration Date(the"Lessee Required City Distribution"). 5. Notice. A notice or communication, under this Lease by the City or Live Nation, on the one hand, to Lessee, or, on the other, by Lessee to the City or Live Nation, shall be sufficiently given or delivered if in writing and dispatched by hand delivery, or by nationally recognized overnight courier providing receipts,or by registered or certified mail,postage prepaid, return receipt requested,to: (a) Lessee.In the case of a notice or communication to Lessee, if addressed as follows: MB MIXED USE INVESTMENT,LLC 2665 South Bayshore Drive, Suite 1020 Coconut Grove,Florida 33133 Attention: David P.Martin and Ellen Buckley with a copy to: Gangemi Law Group, PLLC 2665 South Bayshore Drive Suite 1035 Miami,Florida 33133 Attention: Laura Gangemi Vignola, Esq. and to: TB MBCC Hotel Investment LLC 19501 Biscayne Boulevard, Suite 400 Aventura,FL 33180 Attention: Jackie Soffer with a copy to: TB MBCC Hotel Investment LLC 19501 Biscayne Boulevard, Suite 400 Aventura,FL 33180 Attention: Legal Department/Mario Romine (b) City. In the case of a notice or communication to the City, if addressed as follows: City Manager City of Miami Beach, Florida 1700 Convention Center Drive,4th Floor Miami Beach,Florida 33139 with a copy to: 8 City Attorney City of Miami Beach, Florida 1700 Convention Center Drive,4th Floor Miami Beach,Florida 33139 (c) Live Nation.In the case of a notice or communication to Live Nation, if addressed as follows: Live Nation 325 N. Maple Drive Beverly Hills, CA 90210 Attn: Ben Weeden, CFO and Live Nation 325 N. Maple Drive Beverly Hills, CA 90210 Attn: Legal Dept Notices personally delivered or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given five(5)days after deposit in the U.S. mails. The terms of this Section shall survive the termination of this First Amendment. 6. Third-Party Beneficiary; Indemnification of City of Miami Beach. (a) Live Nation is a third-party beneficiary regarding Sections 2(b)and 3 of this First Amendment and is entitled to the rights and benefits under Sections 2(b) and 3 hereunder and may enforce the provisions of Sections 2(b) and 3 hereof related to the payment by Lessee of Reimbursable Expenses,the Additional Reimbursable Expenses(if applicable)and LD Payments (if applicable), as if it were a party hereto provided that Live Nation provides the Expense Back- Up with respect to each invoice submitted. (b) Lessee shall defend and indemnify the City and save the City harmless from and against any and all liability, loss, costs, or obligations on account of, or arising out of, Lessee's failure to pay the Reimbursable Expenses,the Additional Reimbursable Expenses(if applicable) and LD Payments (if applicable), to Live Nation in accordance with the provisions of this First Amendment. 7. Successors. The terms, covenants, conditions and provisions contained in this First Amendment shall be binding upon and inure to the benefit of the City and Live Nation, and their respective heirs, representatives, successors and permitted assigns. 8. Counterparts. This First Amendment may be executed in counterparts and by electronic signature (e.g. via DocuSign, accompanied by the confirming e-signature certificate) 9 and may be transmitted by facsimile copy or e-mailed PDF file, each of which when so executed and delivered shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. Upon request by any party receiving an executed counterpart by facsimile or PDF(by e-mail)to also receive an ink-signed original,the other party shall provide original ink-signed signature pages as soon as practicable, but failure to do so shall not affect the validity, enforceability, or binding effect of this First Amendment. 9. Construction. This First Amendment has been fully reviewed and negotiated by the Parties and their respective counsel. Accordingly, this First Amendment shall not be construed more strictly against a Party by reason of its preparation by such Party's counsel. 10. Entire Amendment. This First Amendment sets forth the entire agreement of the parties with respect to the subject matter hereof All prior or contemporaneous understandings and discussions, whether written or verbal, regarding the subject matter hereof are entirely superseded by this First Amendment. Except as amended by the express provisions of this First Amendment, the terms and conditions of the Early Access Agreement are hereby ratified and confirmed by the Parties and shall remain in full force and effect. If there is any conflict between the terms and conditions of the Early Access Agreement and those set forth in this First Amendment,the terms and conditions in this First Amendment shall govern. 11. Governing Law; Jurisdiction. This First Amendment and the legal relations between the Parties hereto and Live Nation shall be governed by and construed in accordance with the internal laws of the State of Florida without regard to the conflicts of laws principles thereof With respect to any claim or action arising hereunder or under this First Amendment, each Party and Live Nation (a) irrevocably submits to the exclusive jurisdiction of the courts of the State of Florida located in Miami-Dade County, Florida, and the United States District Court located in Miami-Dade County, Florida and (ii) irrevocably waives any objection which it may have at any time to the laying on such venue of any suit, action or proceeding arising out of or relating to this Agreement. 12. Breach. In the event of breach of this First Amendment by either Party that is not cured by the breaching party within ten (10) business days after written notice by the non- breaching Party, the non-breaching Party shall have all rights and remedies available under applicable law or in equity. Without limiting the generality of Section 10 of this First Amendment, the provisions of Section 16 of the Early Access Agreement are in full force and effect and will continue to apply with regard to the matters set forth therein. (Signature pages to follow) 10 IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be executed by execution of this instrument as of this 22014 day of v(1e.-- , 2022. Witnesses: CITY OF MIAMI BEACH,FLORIDA, a municipal c r . r i / 1pRr Sign Name: 0144-21--' By: Print Name: O a nee I I., M U Mayor Sign Na LQ ,. Print Na 6/o e-1 r'' a Z Q"e Z APPROVED AS LAN FORM TO & GE & FOR EXECUTION ATTEST:_ City Attorney D� ote City Cler9figc:ks7:'S'A ' JUN q 3 2022� (UN[ORP GATED" �... STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before ome this 0444> day of 3U�►1E 2022 by bFW aft_ai,1Z._, as fk-(f4‘I0(Z of PI� ,�tC as identification an is d did did not ttake an oath.me or s produced A. 4,l A..,, • .ry Public G, �� <:N7o�'•. �, GUADALUPE-C.RAMOS MY COMMISSION N GG 985873 r,mmission Number: ��f :� EX Thru :September 8,2024 "ommission Expires: 9 • B`c00� 'ficF c;�� boded Thru Notary Public Underwriters 11 MB MIXED USE INVESTMENT,LLC, a Florida limited liability company Witnesses: 4016, , By: MB Mixed Use Investment Holdings Member, LLC, a Florida limited liability Print Name: Mk". C•I3kcid J company,as mana er L�. By:PrinSe.A : 91-104(-0.1 .� 7 David Martin,Manager By: TB MBCC Hotel Investment, LLC, a Florida limited liability company, as Witnesses: manager By: Print Name: Name: Title: Print Name: STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this 2k day of ,. .Y'c , 2022 by David Martin, as a manager of MB Mixed Use Investment Holdings Member, LLC, a Florida limited liability company, which is a manager of MB Mixed Use Investment, LLC, a Florida limited liability company , on behalf of such company. Such person is personally known to me or produced as identification. ��a�V;!a/, CARLA D. ARRIETA ;•�'p 414 Notary Public-State of Florida Commission 8 HH 84862 Notary Public ' l �,;//.',Al My Commission Expires Commission Number: �1' 'k S2 November 17,202a Commission Expires: tl f)r 1'402`f STATE OF FLORIDA ) f ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this _ day of , 2022 by , as of TB MBCC Hotel Investment, LLC,a Florida limited liability company,which is a manager of MB Mixed Use Investment,LLC, 1 12 1 i MB MIXED USE INVESTMENT, LLC,a Florida limited liability company Witnesses: By: MB Mixed Use Investment Holdings Member, LLC, a Florida limited liability Print Name: company,as mana er By: Print Name: _ David Martin,Manager By: TB MBCC Hotel Investment, LLC, a Florida limited liability company, as Witnesses: manager zf By: Print Name: Ma/ Ka.s Name: 4--kU Title• .. Print Name: ra al� � c/-in�A- P�.A /GuGZ STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2022 by David Martin, as a manager of MB Mixed Use Investment Holdings Member, LLC, a Florida limited liability company, which is a manager of MB Mixed Use Investment, LLC, a Florida limited liability company, on behalf of such company. Such person is personally known to me or produced as identification. Notary Public Commission Number: Commission Expires: STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this 21 day of `I6 2022 by 4 At i , as e.", MA of TB MBCC Hotel Investment, LLC,a Florida limited liability company,which is a manager of MB Mixed Use Investment,LLC, 12 i0 a Florida limited liability company,on behalf of such company. Such person is personally known to me or produced C1 I A as identification. 4b.tC/ Notary Public Commission Number: Q Oco'o3 I qc Commission Expires: (J ( 7 / )ohs • 13 EXHIBIT A PLANS FOR FACILITY IMPROVEMENTS [ATTACHED] L GENERAL NOTES%e- W GENERAL NOTES FOR DEMOLITION AREAS ...,0.,....0.0411...CEVIRECI.PE AAAAA.V..SMALL EEC..WM.VI Ti0 L.1........EL.0E..VIRII.N.EvEsi PS NM E.EOLItt PEN.E. ..' P II-'C 2:.; ;'*6' flI4 ' ''c'... .74.111114.c. ' igNERINgligNEgCrac0'a':.A 1 ECEETIYEE:if r:V"Cfalin711f:::=2"ovio":0'.":E7.y G :,*4=t1:,;: N. *' ' ' -: '47. ' •7/E. .., Fall'EFEEFEFEEFSEEIEEI'Filit= ---7.1.2/1,7,„,. -#:;"'*.4400tek lt. 4" ' '' (.",%'1'1.- J .. I-'aliill ;f.'s 9''. II AV''.- 2011111t...."1"....Ws ' EFEEFFEFISFPUSFialf: ' '41==17•0147:::.471=0WGE:IVEM:=Ig:P=E:r'''""'°" '...."'"'' 11,%,',/,E •• .... . 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[STRUCTURAL cont. 1 MECHANICAL SHEETS 0-103 DEMOLITION PLAN SEI-305 SECTIONS AND DETAILS 10 I I I I I MO-101 DEMOLITION MECHANICAL SITE PLAN • SHEET 2 0-104 DEMOLITION BASEMENT&SITE PLAN-RCP I ELECTRICAL - MO-TOO DEMOLITION MECHANICAL PLANS • - SHEET 3 e 0-201 DEMOLITION ELEVATIONS MO-103 DEMOLITION MECHANICAL PLAN • - CIVIL A-101 PROPOSED SITE PLAN A-102 PROPOSED FLOOR PLANS E0-101 DEMOLITION ELECTRICAL SITE PLAN M-101 PROPOSED MECHANICAL FLOOR PLANS ED-ISO DEMOLITION ELECTRICAL PLANS M 102 PROPOSED MECHANICAL FLOOR PLANS a - C-0000 COVER SHEET A-103 PROPOSED FLOOR PLANS E0-103 DEMOLITION ELECTRICAL PLANS M-201 MECHANICAL NOTES,SCHEDULES,DETAILS • ____ C-2100 GENERAL NOTES A-104 PROPOSED RCP E-101 PROPOSED ELECTRICAL FLOOR PLANS - .,- C-2200 DEMOLITION PLAN --At;'011 PROPOSESPCIS ELEVATIONS E-102 PROPOSED ELECTRICAL FLOOR PLANS PLUMBING C-2300 EROSION CONTROL NOTES E-201 FIRE ALARM SYSTEM RISER NOTES B DETAILS C 2301 EROSION AND SEDIMENT CONTROL PLAN A-302 PROPOSED WALL SECTIONS E 301 ELECTRICAL SYMBOL LEGEND NOTES AND DETAILS . . P0-101 DEMOLITION PLUMBING SITE PLAN • C-2302 EROSION AND SEDIMENT CONTROL PLAN A-501 DETAILS FIRE PROTECTION --- P0-102 DEMOLITION PLUMBING PLANS • C-2303 EROSION AND SEDIMENT CONTROL DETAILS A 502 DETAILS - PO-103 DEMOLITION PLUMBING PLANS • wo...L. C-2500 PAVING GRADING AND DRAINAGE PLAN(PHASE III 'STRUCTURAL I FPO-101 DEMOLITION FIRE PROTECTION PLAN • P-101 PROPOSED PLUMBING FLOOR PLANS • C-2501 PAVING GRADING AND DRAINAGE DETAILS(PHASE ni FPO-102 DEMOLITION FIRE PROTECTION PLANS • P-102 PROPOSED PLUMBING FLOOR PLANS • GENERAL NOTES 8 INDEX I ARCH I TEC TU RE I SsO:Di Oi OrniEcTilliOniTsiEAPNLA:RAWM MET FPO-103 DEMOLITION FIRE PROTECTION PLANS FP-101 PROPOSED FIRE PROTECIION FLOOR PLANS • • P-201 PLUMBING NOTES,SCHEDULES,DETAILS • G-101 COVER,GENERAL NOTES,&INDEX SD-301 GROUND/LEVEL I FRAMING PLAN PP-ISO I;IRROEPPORTEFCRTIE0 INTOTTECSn, 'C'HFELIliUOgUOVAILS • G-102 LOCATION MAP SD-302 LEVEL 02&ROOF PARTIAL FRAMING PLAN • LS-101 PROPOSED LIFE SAFETY PLAN SIT-SOS SECTIONS AND DETAILS 0-100 DEMOLITION SITE PLAN SO-304 SECTIONS AND DETAILS G-101 0-101 DEMOLITION SITE PLAN - 0-102 DEMOLITION PLANS P:'11:7 .................... m...rr,o cxm.a*.r,r.e.x.3ner. - 11111el Per I nn E§: I, . ._ -- =A 'C1ir1h7 : ! • • • lit .I—.::::,—::::::'I rIII __._ ..„.. ,,,,.. . iiiir • • • • • • • • • r o 11 Z— — — � 10 1 Eir:.,.., ! 2< I ■ ■ 3` U.Q t • • • (• • • • • •> m Z . 4/Frffi c'---' I . 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ROOM • TRASH ROOM • - CREW LOUNGE LIGHTING DIMMER ER ROOM ROOM EQUIP. i STORAGE E,z j_ TO 50A, 208V, 3PH RECEF'ACLE OUTLETS LOCATED ON EXTERIOR WALL EXACT LOCATION TO BE CC FIRMED FILLMORE EXTERIOR RECEPTABLE LOCATION EXHIBIT B ANTICIPATED CLOSURE EXPENSES [CONFIDENTIAL AND PROPRIETARY] Exhibit"B" Anticipated Closure Expenses Fillmore Miami-Monthly Expenses to Recoup Venue Salaries* $ 38,666.67 Talent Buyer Salaries* $ 13,125.00 Benefits $ 8,920.66 Property Tax $ 476.00 Electric $ 22,000.00 Water $ 3,000.00 Trash Removal $ 1,600.00 Pest Control $ 492.20 Cleaning $ 685.00el...484k 11 ADT-Security $ 117.00 HVAC $ 3,344.33 HVAC Controls $ 650.00 Internet $ 750.00 Phone $ 644.43 Escalator/Elevator Maintenance $ 3,709.17 Landscaping .$ 291.00 Office Supplies $ 250.00 ,QN— $ 98,721 *SALARIES INCLUDE: Director of Sales Production Manager Operations Manager General Manager 441( 1111111. Box Office Manager VP of Booking Ops Admin Ops Admin Maintenance Manager _till.'41Cial\ i/ Operations Supervisor Operations Supervisor Production Coordinator A\1 (<\ e cmpiib n — — v I T Total Paid Combined Total Combined Talent minT`C-ombined Advertising 1 !Venue Name-withcity suffer ISF Event Id IDeal Date. Artist Name ISF Show pe ISF Status (Attendance DropCount I Fees lEz ense I __'_ __ _ _ _ --_Em �� Cancelled.Must Send Fug Guarantee _1-- Cancelled.Must Send Fug Guarantee ..71A!'�55 ;y/F'•`.ue ,^ r;+L a { e$E�a� ^!''21 Cancelled.Must Send Full Guarantee 't.B x,•7"'"yt 'e G'73'a• F . u r,,rgg'tt;,..tik JA. ----_-- Moved to FTX Arena PITT.Tvr1".R r' rt. � Fi'Fa€ -a r l;/,J�� _---_-- Moved to FTX Arena .,T:4flevn s r...V, .,_t:oenrr 1, ,'.'r -rlINMIIIIIMMINIMINIM f!t,4ndIMINE Undecided ®, --_-- Moved to HOB Orlando. ---_-- Moved to Hard Rock Hollywood 7/28/22 T.: 4.5*.1.1 _^C ,."Za s,re•; .S, '' 3 ..t2h IT.•_^,,,."..,.e C'JIMIIMIIME _ 'a,1.'r:'.. Undecided .s.. ,.5'T,,r• .._sM� 0',®..r.4F y r-,, `T^a• .3r-' . ✓ `§`` 'Ar'ii _ cs:,^ ,•$a` r'4n/ Undecided.Looking at Baytront. --_ Cancelled.Deposit returned. .I■ Moved to Hard Rack Orlando 10/322 8 James L Knight 10/422 C � IMIE Cancelled.Must Send Fug Guarantee Gc=,.St'^ 5P o 7 ,rranr,T.-1"kv"".4.: 9.,7,, Ey C7' `i ,?s,./) T +1 s/av'; ' ;a+r+1,.. n^.5d°Undecided — ------Moved to Hard Rock Hollywood 112522 Moved to Hard Rock Hollywood 12/9/22 wr 5548,962 5110,494 4110>4600. . . S /1/:04)11, lOrCI; C>ifC>4004000 ®\ Vi+ . 0.:40‘ EXHIBIT C FORM OF CERTIFICATE OF ACCURACY I, , as of Live Nation Worldwide, Inc. ("Live Nation")hereby certify,based on information and belief formed after reasonably inquiry,as follows: 1) The expenses reflected in the attached invoice reflect expenses actually incurred and paid by Live Nation during the period reflected(or paid in a prior period but not previously billed)with regard to the closure of The Jackie Gleason Theater(the"Facility") associated with certain pre-construction activities to be performed by the developer of the Miami Beach Convention Center Hotel Project. 2) Live Nation has not received, and is not entitled to receive, separate reimbursements or credits from any source for any such expenses, including,without limitation, insurance. 3) The employees whose salaries and benefits are invoiced at 75%spent 75%or more of their time during the applicable period performing tasks that are exclusively related to the Facility. The employees whose salaries and benefits are invoiced at 50%spent 50%or more(but less than 75%) of their time during the applicable period performing tasks that are exclusively related to the Facility. 4) If Additional Reimbursable Expenses are included in the attached invoice, (a)the employees whose salaries are being invoiced are all employees located at the Facility; (b) employees whose salaries and benefits are invoiced at 100%spent 100%of their time during the applicable period performing tasks that are exclusively related to the Facility; (c)employees whose salaries and benefits are billed at 75% spent 75%or more (but less than 100%) of their time during the applicable period performing tasks that are exclusively related to the Facility;and(d)employees whose salaries and benefits are invoiced at 50%spent 50%or more(but less than 75%) of their time during the applicable period performing tasks that are exclusively related to the Facility. 5) The so-called"talent guarantees"paid by Live Nation and included in the attached invoice reflect amounts that are required to be paid pursuant to binding agreements with artists whose performances at the Facility have been cancelled as a result of the closure of the Facility, but excluding shows relocated by Live Nation and/or rescheduled. LIVE NATION WORLDWIDE, INC. By: Print Name: Title: