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CAUSE NO. _________________

ALLEGIANCE BANK Plaintiff, v. STAR FLEET MARINA, L.P. Defendant.

§ § § § § § § §

IN THE DISTRICT COURT OF

____TH JUDICIAL DISTRICT

GALVESTON COUNTY, TEXAS

PLAINTIFF’S ORIGINAL PETITION, APPLICATION FOR TEMPORARY

RESTRAINING ORDER AND TEMPORARY INJUNCTION

Comes now, Plaintiff, Allegiance Bank and files this Original Petition, Application

for Temporary Restraining Order and Injunctive Relief seeking immediate relief to stop

the sale of the real property to avoid transfer of Plaintiff’s assets and/or prejudice security

interests and be irreparably harmed, and would show the Court as follows:

I. SUMMARY OF THE CASE

1. This case involves a sale of a marina in Kemah Texas. The purchaser of the entity

is Star Harbor Resorts, LLC one of whose members, Mr. J Mark Caldwell1, just so happens

to be a named defendant in a federal vessel foreclosure action described below. Oddly,

the Defendant in this case sold the very boats that are the subject of the federal vessel

foreclosure action two years ago to Mr. J Mark Caldwell.

2. The notes securing those vessels and other assets the subject of this lawsuit that

were issued by the Plaintiff are now in default and the amount owed is approximately

$600,000.00. So, to the great surprise of Allegiance Bank, Star Fleet Marina is now

attempting to sell more assets to an entity Mr. Caldwell is affiliated with. Allegiance is

1 See True and Correct Copy of Secretary of State Formation Report for Star Harbor Resort, LLC, Exhibit “A”.

Status Conference - 06/15/2017

Filed: 3/22/2017 3:02:15 PMJOHN D. KINARD - District Clerk

Galveston County, TexasEnvelope No. 16009956

By: Shailja Dixit3/22/2017 3:20:35 PM17-CV-0351

Galveston County - 405th District Court

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obviously apprehensive about the specter that some of the proceeds it funded Mr.

Caldwell might be transferred to Defendant vis-à-vis this sale.

3. Furthermore, two items of personal property at the Star Fleet Marina facility in

Kemah Texas are secured by UCC liens and Security Agreements, and apparently, the

Floating Docks at the Star Fleet Marina facility may be conveyed to Mr. Caldwell’s new

group even though those very same docks were conveyed to his prior entity, MVR Star

Fleet, LLC two years ago by Star Fleet Marina, L.P. Finally, the Floating Docks and Office

Barge currently moored at the Star Fleet Marina facility in Kemah, Texas would be very

difficult and costly to move.

4. Allegiance Bank has been making attempts to sell the Floating Docks and Office

Barge and should the Marina be conveyed to Mr. Caldwell’s new group, the title and

security interest in the floating docks could be clouded, the power meter to the Office

Barge could be terminated and the Bank’s rights of ingress and egress to the Floating

Docks and Office Barge could be interrupted. Each and every one of these events, which

will in all likelihood transpire if the Marina is conveyed to J Mark Caldwell’s new group

would lead to the Bank suffering irreparable harm.

II. DISCOVERY CONTROL PLAN

5. Plaintiff seeks monetary relief of $200,000.00 or less and non-monetary

relief. Tex. R. Civ. P. 47(c)(2).

6. Plaintiff intends that discovery of the matters made the subject of its Original

Petition, be conducted under Discovery Level 2 in accordance with Rule 190.2(a)(1) of the

Texas Rules of Civil Procedure.

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III. PARTIES

7. Plaintiff is Allegiance Bank (the “Bank”).

8. Defendant is Star Fleet Marina, L.P., a Texas limited partnership, and may be

served through its registered agent Amy E. Alton at 1265 Sunny Isle Lane, League City,

Texas 77573, or wherever she may be found. Service is requested at this time.

IV. VENUE AND JURISDICTION

9. Venue for this suit is proper in Galveston County, Texas, because all or a

substantial part of the events or omissions giving rise to Plaintiff’s claims occurred in

Galveston County, Texas and Defendant’s principal office is located in Galveston County.

This Court has jurisdiction over the controversy because the damages are within the

jurisdictional limits of the Court.

V. FACTS IN SUPPORT OF ALL CLAIMS

10. This cases arises from a default on a loan and vessel foreclosure action that is

currently pending in the United States District Court for the Southern District of Texas

Galveston Division styled Allegiance Bank v. M/V Lake Limo, Cause No. 17-CV-0002

(The Foreclosure action). The parties to that suit are Allegiance Bank, MVR Star Fleet,

LLC, J Mark Caldwell, Ashley Caldwell, Rozanne Hicks and Olin Victor Harvey (the Star

Fleet Interests). Notably, J Mark Caldwell is the President of MVR Star Fleet, LLC and a

guarantor to various loans issued to MVR Star Fleet which are currently in default and

are the subject of the Foreclosure Action.

11. The vessels involved in the foreclosure action comprised a small fleet of passenger

cruise vessels which were for private hire for dinner cruises on Clear Lake Texas. Each of

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these vessels were previously owned by the same entities which own defendant Star Fleet

Marina, L.P. and were sold to MVR Star Fleet in 2014. A true and correct copy of the Bill

of Sale is attached hereto as Exhibit B. Star Fleet Marina, L.P. retained ownership of the

marina real property where the vessels are moored. On information and belief, MVR Star

Fleet remains indebted to Star Fleet Marina, L.P. for the vessels.

12. Following the sale of the vessels to MVR Star Fleet, LLC, the members of MVR Star

Fleet, LLC took out a series of loans from Plaintiff which were secured by, among other

things, a set of floating docks located at the Marina and a four-story office

barge. The floating docks are more fully described in the attached UCC lien document

(Exhibit C) (the Floating Docks) and the Office Barge is more fully described in the

Security Agreement (Exhibit D) (the Office Barge). Both the Floating Docks and

Office Barge are currently located at Defendant’s property which is the

subject of the instant request for Temporary Restraining Order.

13. During the pendency of the Foreclosure Action, various vessels were seized by the

U.S. Marshal and were transferred to a substitute custodian. The Office Barge and

Floating Docks, however, remained at the Marina due to the difficulty in relocating these

assets. Plaintiff entered into a month to month agreement with Defendant for a slip-lease.

Additionally, as part of the slip agreement, Plaintiff was required to obtain separate

metering for the water and electricity to the Office Barge but Star Fleet Marina has been

unable to provide anything other than a common meter. Notably, this inherent flaw with

the existing lease agreement would give Star Harbor Resorts the immediate right to

terminate the lease and evict Plaintiff. Furthermore, should power to the Office Barge be

interrupted, Plaintiff believes that the Office Barge may suffer damage to its refrigeration

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equipment and ballasting systems. This would be completely out of Plaintiff’s control

should the property be conveyed to J Mark Caldwell’s new entity.

14. Defendant did not disclose that the marina property was for sale or that a sale was

pending. Unbeknownst to Plaintiff, Defendant was at that time involved in the sale of the

Marina to an entity known as Star Harbor Resorts, LLC. See Draft Deed of Sale (Exhibit

E). On March 17, 2017, Plaintiff was made aware that the Marina would in fact be sold by

Defendant to J Mark Caldwell’s new entity, Star Harbor Resorts, LLC. Had Plaintiff been

aware of the pending sale, it would not have entered into a month to month lease and

certainly would never have allowed secured assets to be stored at a facility where the

defendant debtor now has full control and access to the assets!

VI. CAUSES OF ACTION

A. Breach of Contract / Specific Performance

15. On January 23, 2017, Plaintiff and Defendant executed a valid and enforceable

written lease. A true and correct copy of the Lease is attached hereto as Exhibit F. The

Lease provided that Plaintiff would pay one-thousand $1,000.00 per month to Defendant

in exchange for slip space at Defendant’s marina.

16. Now, Defendant seeks to transfer the Marina, which operates essentially as a

secured marine storage facility for two of the secured assets to an entity whose member

contains a named defendant, J Mark Caldwell, whose default on the Notes led to the

vessels, Floating Docks and Office Barge being seized by the Bank at Star Fleet Marina,

L.P.’s very facility in January 2017.

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17. In the event that Star Fleet Marina was aware that J Mark Caldwell is a member of

Star Harbor Resorts, LLC, then clearly this is a breach of the duty of good faith and fair

dealing.

18. Plaintiff substantially performed Plaintiff’s contractual obligations by tendering all

required payments to Defendant.

19. Defendant has not acted in good faith in attempting to assign not only the slip lease

for assets subject to a vessel foreclosure action but also the very docks themselves.

20. Defendant’s breach has caused injury to Plaintiff.

21. Plaintiff requests Specific Performance.

22. Plaintiff has no adequate remedy other than specific performance because if power

and water and ingress and egress are not provided to the Office Barge, there will be

damage to the Office Barge.

23. The Agreement is clear and definite, although absolute certainty is not required by

specific performance. The Agreement is reasonably certain.

24. Only if the Court deems necessary, Plaintiff requests reformation of the Agreement

if necessary to obtain specific performance. Plaintiff has fully performed his obligations

under the Agreement, such that specific performance may be enforced in equity.

B. Fraud by Non-Disclosure

25. Star Fleet Marina, L.P. both concealed and failed to disclose material facts relating

to the Leased premises. Specifically, that the Lease premises were the subject of a pending

sale to J Mark Caldwell’s new entity.

26. The foregoing information was material because the Bank believed its collateral

would be protected on the leased premises and made no other arrangements.

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27. Star Fleet Marina, L.P. knew the Bank was ignorant of this information and did not

have an equal opportunity to discover the truth.

28. Star Fleet Marina, L.P. deliberately remained silent and did not disclose this

information to the Bank.

29. By deliberately remaining silent, Star Fleet Marina, L.P. intended for the Bank to

act without this information. Because Defendant concealed the pending sale to J Mark

Caldwell’s new group, the Bank entered into a month to month lease which will be subject

to cancelation by the Bank’s own debtor! If the Bank had known of Star Fleet Marina,

L.P. actions, it would have acted differently.

30. The Bank justifiably relied on Defendant's deliberate silence.

31. By deliberately remaining silent, Star Fleet Marina, L.P. has caused damage to

Plaintiff.

C. Civil Conspiracy

32. On information and belief, Plaintiff alleges Defendant conspired with the

principals of MVR Starfleet to commit fraud, transfer assets and/or tortiously interfere

with the Bank’s attempts to collects its debt.

33. Plaintiff further alleges that Defendant conspired to oust the Bank from the marina

in order to jeopardize the Bank’s collateral to the benefit of the MVR Starfleet interests.

34. The Bank will suffer irreparable harm as a direct and proximate result of this

conspiracy.

D. Declaratory Judgment

35. Plaintiff seeks a declaration under the Texas Declaratory Judgment Act, Tex. Civ.

Prac. & Rem. Code Ann. §§ 37.001 et seq., of certain rights, status, and other legal

relations between the Parties.

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36. A justiciable controversy exists between the Parties to this litigation and a

declaration would resolve the controversy. The controversy is real and substantial,

involving a genuine conflict of material interests, and is not merely a theoretical dispute.

37. Specifically, the Bank requests that the Court declare that the Office Barge and

Floating Docks are not subject to transfer by Defendant.

38. Further, the Bank will be harmed if the Marina is transferred to Star Harbor and

Star Harbor terminates or hinders ingress and egress to the Floating Docks and Office

Barge

VIII. APPLICATION FOR TEMPORARY RESTRAINING ODER AND TEMPORARY

INJUNCTION

39. For the harm and loss suffered by the Bank, and for the harm that will continue

into the future but for the intervention of the Court, the Bank has no adequate remedy at

law. Accordingly, the Bank is entitled to injunctive relief against Defendant.

40. To warrant injunctive relief, the applicant need only show a probable right to

permanent relief and a probable injury while the action is pending unless the injunction

in issued. See Rugen v. Interactive Business Systems, 864 S.W.2d 548, 551 (Tex. App.—

Dallas 1993, no writ) (citing Sun Oil Co. v. Whitaker, 424 S.W.2d 216, 218 (Tex. 1968)).

41. The deed provided by Defendant’s counsel does not exclude the Bank’s collateral.

If Defendant were to purport to convey the collateral it would create a cloud on the Bank’s

title. Defendant should be enjoined from selling the property until the Court has held a

hearing on this matter.

42. There is a substantial likelihood that Plaintiff’s will prevail on the merits of their

underlying claims.

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43. The threatened harm to Plaintiff outweighs the harm a temporary restraining

would inflict on the Defendant.

44. Plaintiff is willing to post a bond in the amount the Court deems appropriate.

Plaintiff urges that Court provide for a minimal cash bond to be posted with the Court.

45. The Court should enter a temporary restraining order restraining Defendant

because Plaintiff will suffer immediate and irreparable injury, loss, or damage if the

temporary restraining order is not granted before the Defendant can be heard, and there

is no less drastic means to protect Plaintiff’s interest.

46. Plaintiff also request the Court to enter a temporary injunction consistent with the

foregoing and set a preliminary injunction hearing within 14 days.

XI.

PRAYER FOR RELIEF

47. Pursuant to Tex. Civ. Prac. & Rem. Code § 65.001 and general principles of equity,

Allegiance Bank requests temporary and permanent injunctive relief to restrain acts

prejudicial to the Bank, irrespective of any remedy at law.

48. Allegiance Bank requests that the application for temporary injunction be set for

hearing and that Defendant be notified of the date, time and place of the hearing and,

upon such hearing, the Court issue a temporary injunction against Defendant Brothers

enjoining him as described above.

49. Allegiance Bank seeks other relief as follows

a. For actual damages;

b. For exemplary and punitive damages;

c. For all appropriate equitable relief;

d. For pre-judgment interest as provided by law;

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e. For post-judgment interest as provided by law;

f. Attorney’s fees;

g. Costs of suit;

h. All other relief to which Allegiance Bank may show itself justly entitled.

Respectfully submitted

Johnson & Crew, PLLC By: /s/ Paxton N. Crew Paxton N. Crew Texas State Bar #24058720 paxton@johnsoncrewlaw.com Christopher L. Johnson Texas State Bar # 24069999 Chris@JohnsonCrewLaw.com Justin M. Kornegay Texas State Bar # 24077668 Justin@JohnsonCrewLaw.com 305 East Main Street

League City, Texas 77573 main: 832-632-2890 fax: 409-497-4137

ATTORNEYS FOR PLAINTIFF

3/22/2017 BUSINESS ORGANIZATIONS INQUIRY ­ VIEW ENTITY

https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry­entity.asp?spage=mgmt&:Spagefrom=&:Sfiling_number=802582932&:Ndocument_number=72353414000… 1/1

TEXAS SECRETARY of STATEROLANDO B. PABLOS   UCC |  Business Organizations |  Trademarks |  Notary |  Account |  Help/Fees |  Briefcase |  Logout

BUSINESS ORGANIZATIONS INQUIRY ­ VIEW ENTITY

Filing Number:  802582932  Entity Type:  Domestic Limited Liability Company (LLC) Original Date of Filing:  November 14, 2016  Entity Status:  In existence Formation Date:  N/A     Tax ID:  32062084390  FEIN:   Duration:  Perpetual     

Name:  Star Harbor Resort LLC Address:  2510 DE FOUR TRCE

SEABROOK, TX 77586­3342 USA 

REGISTERED AGENT  FILING HISTORY  NAMES  MANAGEMENT  ASSUMED NAMES ASSOCIATEDENTITIES 

Last Update  Name  Title  Address November 14, 2016  John M Caldwell  Manager  2510 De Four Trace

Seabrook, TX 77586­77586 USA November 14, 2016  Zane M Segal  Manager  1716­C Washington Avenue

Houston, TX 77007 USA 

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Paxton

Typewritten Text

EXHIBIT B-BILL OF SALE TO MVR STAR FLEET

Paxton

Typewritten Text

EXHIBIT C-UCC FILING

YAGRICENiENT

('Security Agreem( nl IS made the

s linmed liabilit ̂ company ( Debtor ) and

THIS SEC

between MVR STA

TEXAS ("Secured Party

This Security Agreement is entered into with respect to:

day of AUGUST, 2014,ALLEGIANCE BANK

(i) a FIVE HUNDRED THOUSAND AND NO/lOO ($500,000.00) DOLLARS loan (the "TermLoan") to be made by Secured Party to Debtor pursuant to a Promissory Note dated the same date asthis Security Agreement, and

(ii) an EIGHTY FIVE THOUSAND AND NO/lOO ($85,000.00) DOLLARS loan (the "RLOC") to bemade by Secured Party to Debtor pursuant to a Promissory Note dated the same date as this SecurityAgreement.

Secured Party and Debtor agree as follows:

1. Definitions

hi "ColJateral." The Collateral shall consist of the following personal property of Debtor, whereverlocated, and now owned or hereafter acquired including:

(i) 62' X 31' FIBERGLASS HOUSE/OFFICE BARGE, AND ALL MACHINERY ANDEQUIPMENT MORE PARTICULARLY DESCRIBED IN EXHIBIT "A"ATTACHED HERETO AND MADE A PART HEREOF; and

(xiv) to the extent not listed above as original collateral, proceeds and products of the foregoing.

"Obligations." This Security Agreement secures the following:1.2

1.3

(i) Debtor's obligations under the Loan, the Loan Agreement, Promissory Note, and thisSecurity Agreement;

(ii) all of the Debtor's other present and/or future obligations to Secured Party;

(iii) the repayment of (a) any amounts that Secured Party may advance or spend for themaintenance or preservation or the Collateral and (b) any other expenditures that SecuredParty may make under the provisions of this Security Agreement or for the benefit of Debtor;

(iv) ail other amounts owed under any modifications, renewals or extensions of any of theforegoing obligations;

(v) all other amounts now or in the future owed by Debtor to Secured Party, and

(vi) any of the foregoing that arises after the filing of a petition by or against Debtor underBankruptcy Code, even if the obligations due not accrue because of the automatic stay underBankruptcy Code Section 362 or otherwise.

UCC. Any term used in the Uniform Commercial Code ("UCC") and not defined in this SecurityAgreement has the meaning given to the term in UCC.

2. Grant of Security Interest

Debtor grants a security interest in the Collateral to Secured Party to secure the payment or performance of theObligations.

3. Security Interests.

3.1 Perfection of Security Interests.

(i) Debtor authorizes Secured Party to file a financing statement (the "Financing Statement")describing the Collateral.

(ii) Debtor authorizes Secured Party to file a financing statement (the ''FinancingStatement) describing any agricultural liens or other statutory liens held by SecuredParty.

3.2

eports") inpicares

bclow)(thesecuritv inter

^arty ̂ all reeeivc pritar to (Closmfranoffibial repo^froimhe/Secretary of State ofleral Sta^e, the Cnlef weci itiv(; OfficaStaje, an^th&I^t(^tate( each as defined

ing thaiScGttfed Mrty's s^urity i^erest is prior to all others i^fleclcd_in4he report.

3.3

3.4

Debtor shall have possession of the Collateral, except where expressly otherwise providedin this Security Agreement or where Secured Party chooses to perfect its security interest bypossession in addition to the filing of a financing statement.

(ii) Where Collateral is in the possession of a third party. Debtor will join with Secured Party innotifying the third party of Secured Party's security interest and obtaining anacknowledgment form the third party that it is holding the Collateral for the benefit ofSecured Party.

Control Agreements. Debtor will cooperate with Secured Party in obtaining a control agreement inform and substance satisfactory to Secured Party with respect to Collateral consisting of;

(i) Deposit Accounts; and

(ii) Investment Property; and

(iii) Letter -of-credit- rights; and

(iv) Electronic chattel paper; and

Marketing of Chattel Paper. Debtor will not create any Chattel Paper without placing a legend onthe Chattel Paper acceptable to Secured Party indicating that Secured Party has a security interest inthe Chattel Paper.

4. Post-Closing Covenants and Rights Concerning the Collateral.

4.1 Inspection. The parties to this Security Agreement may inspect any Collateral in the other party'spossession at any time upon reasonable notice.

4.2 Personal Property. The Collateral shall remain personal property at all times. Debtor shall not affixany of the Collateral to any real property in any manner which would change its nature from that ofpersonal property to real property or to a fixture.

4.3 Secured Party's Collection Rights. Secured Party shall have the right at any time to enforce Debtor'srights against the account debtors and obligors.

4.4 Limitations on Obligations concerning Maintenance of Collateral.

(i) Risk of Loss. Debtor has the risk of loss of the Collateral.

(ii) No collection Obligation. Secured Party has no duty to collect any income accruing on theCollateral or to preserve any rights relating to the Collateral.

4.5 No Disposition of Collateral. Party does not authorize, and Debtor agrees not to:

(i) make any sales or leases of any of the Collateral;

(ii) license any of the Collateral; or

(iii) grant any other security interest in any of the Collateral.

5.

4.6 Purchase Money Security Interest. To the extent Debtor uses the Loan to purchase Collateral,Debtor's repayment of the Loan shall apply on a " First-in-first-out" basis so that the portion of theLoan used to purchase a particular item of Collateral shall be paid in the chronological order theDebtor purchased the Collateral.

Debtor's Representations and Warranties

Debtor warrants and represents that:

5.1 Title to and transfer of Collateral. It has rights in or the power to transfer the Collateral and its titleto the Collateral is free of all adverse claims, liens, security interests, and restrictions on transfer orpledge except as created by this Security Agreement.

5.2

5.3

lo^ted^^Iehtera\ cons

listed in Exhibit

on, State of Fo auon and, ameol Debtor tor s:

utivevolfice-aira pl^e of ness IS located in th

State") idcnti xhibit

in the States (the

Stite (the "Chief Executive

(ii) state of incorporation or organization is the State (the "Debtor State") identified in ExhibitB; and

(iii) exact legal name is as set forth in the first paragraph of this Security Agreement.

6. General Covenants. Until the Obligations are paid in full. Debtor agrees that it will:

6.1 preserve its corporate and/or organizational existence and not, in one transaction or a series of relatedtransactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets;

6.2 not change the state of its incorporation or organization;

6.3 not change its corporate or organization name without providing Secured Party with 30 days' priorwritten notice;

6.4 fumish to Secured Party a landlord's waiver of all liens with respect to any Collateral covered by thisSecurity agreement which is or may be located upon leased premises, such landlord's waiver to be inthe form acceptable to counsel for Secured Party;

6.5 deliver such Financing Statement or Statements, or amendments thereof or supplements thereto, orother instruments as Secured Party may from time to time require in order to comply with the TexasUniform Commercial Code (or other applicable State law of the jurisdiction where any of theCollateral is located) and to preserve and protect the security interest hereby granted;

6.6 allow Secured Party, at its option, whether before or after default, but without obligation to the Debtor,discharge taxes, lien or security interests or other encumbrances at any time levied or placed upon theCollateral, and allow Secured Party to place and pay for insurance thereon, or pay for the repair,improvement, maintenance and preservation of the Collateral and pay any filing or recording feesnecessary to preserve and protect the security interest hereby granted. The Debtor agrees to reimburseSecured Party on demand for any payment made or any expense incurred by the Secured Partypursuant to the foregoing authorization, and such amount shall constitute additional obligations ofDebtor which shall be secured by and entitled to the benefits of this Security Agreement.

6.7 allow Secured Party, at any time, in its own name or in the name of Debtor, whether before or afterdefault by Debtor, to notify any and all account debtors to make payment thereof directly to SecuredParty and to demand, collect, receive, receipt for, sue for, compound for and give acquittal for, anyand all amounts due or to become due on the accounts and to endorse the name of the Debtor on all

contunercial paper given in payment or part payment thereof, and in its discretion to file any claim orlake any other action or proceeding which Secured Party may deem necessary or appropriate to protectand preserve and realize upon the .security interest of Secured Party in the Collateral; but to the extentSecured Party does not so elect, Debtor shall continue to collect the accounts. Except as otherwisepermitted by the proviso to this sentence, all proceeds of collection of accounts received by the Debtorshall forthwith be accounted for and transmitted to Secured Party in the form as received by Debtorand shall not be commingled with any funds of the Debtor;

6.8 have and maintain at all times with respect to all tangible collateral covered hereby insuring againstrisks of fire (including so-called extended coverage), theft and other risks as Secured Party mayreasonably require, containing such terms, in such form and amounts and written by such companiesas may be reasonably satisfactory to Secured Party, all of such insurance to contain loss payableclauses in favor of Secured Party as its interest may appear. All policies of insurance shall providefor ten (10) days written cancellation notice to Secured Party and at request of Secured Party shall bedelivered to and held by it. Secured Party is hereby authorized to act as attorney for Debtor inobtaining, adjusting, settling and canceling such insurance and endorsing any drafts or instruments.Secured Party shall be authorized to apply the proceeds from any insurance to the Obligations securedhereby whether or not such Obligations are then due and payable;

6.9 allow any and all deposits or other sums at any time credited by or due from Secured Parly to Debtorto constitute additional security for the Obligations and that said deposits or sums may be set offagainst any obligation at any lime whether or not they are then due or other security held by SecuredParty is considered by Secured Party to be inadequate. At any lime after default, any and allinstruments, documents, policies and certificates of insurance, .securities, goods, accounts, choses inaction, chattel paper, general intangibles, cash, property and the proceeds thereof owned by Debtoror in which Debtor has an interest which after default hereunder are at any time in possession or

coimol Qi-arecurea\rart

of/a third party aetingthp sane in pledge, fj>r s^fekeepingjj

ute additionalinstil

ail or c or^o^Se^red ̂ rt^r in the possessionwithom regard ̂ wfted{er Reared Party receives

ectipn or transmis^on or otherwise, shallbns of Ilebtoi^dhd may b(ac ceU ration or otherwise.

)lied at any time toward

ObJigaHpns w|nch^re

7. Events of Defau

The occurrence of any of the following shall, at the option of the Secured Party, be an Event of Default;

7.1 Any Event of Default (as defined) by Debtor under the Loan Agreement (if any). Promissory Note orany of the other Obligations;

7.2 Debtor's failure to comply with any of the provisions of, or the incorrectness of any representation orwarranty contained in, this Security Agreement, the Note, or in any of the other Obligations;

7.3 Transfer or disposition of any Collateral, except as expressly permitted by this Security Agreement;

7.4 Attachment, execution or levy on any of the Collateral;

7.5 Debtor voluntarily or involuntarily becoming subject to any proceeding under (a) the Bankruptcy Codeor (b) any similar remedy under state statutory or common law;

7.6 Debtor's failure to comply with, or to become subject to any administrative or judicial proceedingunder any federal, stale or local(a) hazardous waste or environmental law, (b) asset forfeiture orsimilar law which can result in the forfeiture of properly, or (c) other law, where noncompliance mayhave any significant effect on the Collateral; or

7.7 Secured Party shall receive at any time following the Closing an SOS report indicating that SecuredParty's security interest is not prior to all other security interests or other interests reflected in thereport with respect to any of the Collateral.

8.

9.

10.

Default Costs

8.1 Should an Event of Default occur. Debtor will pay to Secured Party all costs reasonably incurred bythe Secured Party for the purpose of enforcing its rights hereunder, including;

(i) costs of foreclosure;

(ii) costs of obtaining money damages; and

(iii) a reasonable fee for the services of attorneys employed by Secured party any purpose relatedto this Security Agreement or the Obligations, including consultation, drafting documents,sending notices or instituting, prosecuting or defending litigation or arbitration.

Remedies Upon Default

9.1 General. Upon any Event of Default, Secured Party may pursue any remedy available at law(including those available under the provisions of the UCC), or in equity to collect, enforce or satisfyany Obligations then owing, whether by acceleration or otherwise.

9.2 Concurrent Remedies. Upon any Event of Default, Secured Parly shall have the right to pursue anyof the following remedies separately, successively or concurrently:

(i) File suit and obtain judgment and, in conjunction with any action. Secured Party may seekany ancillary remedies provided by law, including levy of attachment and garnishment.

(ii) take possession of any Collateral if not already in its possession without demand and withoutlegal process. Upon Secured Party's demand, Debtor will assemble and make the Collateralavailable to Secured Party as they direct. Debtor grants to Secured Party the right, for thispurpose, to enter into or on any premises where Collateral may be located.

(iii) Without taking possession, sell, lease or otherwise dispose of the Collateral at public orprivate sale in accordance with the UCC.

Foreclosure Procedures

10.1 No Waiver. No delay or omission by Secured Party to exercise any right or remedy accruing upon anyEven of Default shall: (a) impair any right or remedy, (b) waive any default or operate as anacquiescence to the Event of Default, or (c) affect any subsequent default of the same or of a differentnature.

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

Collate'

ebtoKsuch

l.lSecured Party/has no

as may be required

n to cleaifrup (or otherwise prepare the

No ObfigatioirTo Pursue OtfiersrSeCured Parlylras no obligation to atternpt to satisfy the Obligationsby collecting them from any other person liable for them and Secured party may release, modify orwaive any collateral provided by any other person to secure any of the Obligations, all withoutaffecting Secured Party's rights against Debtor. Debtor waives any right it may have to requireSecured Party to pursue any third person for any of the Obligations.

Compliance With Other Laws. Secured Party may comply with any applicable state or federal lawrequirements in connection with a disposition of the Collateral and compliance will not be consideredadversely to affect the commercial reasonableness of any sale of the Collateral.

Warranties. Secured Party may sell the Collateral without giving any warranties as to the Collateral.Secured Party may specifically disclaim any warranties of title or the like. This procedure will not beconsidered adversely to affect the commercial reasonableness of any sale of the Collateral.

Sales on Credit. If secured Party sells any of the Collateral upon credit, Debtor will be credited onlywith payments actually made by the purchaser, received by Secured party and applied to theindebtedness of the Purchaser. In the event the purchaser fails to pay for the Collateral, Secured Partymay resell the Collateral and Debtor shall be credited with the proceeds of the sale.

Purchases by Secured Party, In the event Secured Party purchases any of the Collateral being sold.Secured Party may pay for the Collateral by crediting some or all of the Obligations of the Debtor.

No Marshaling. Secured Party has no obligation to marshal any assets in favor of Debtor, or againstor in payment of:

11.

(i) the Note;

(ii) any of the other Obligations, or

(iii) any other obligation owed to Secured Party by Debtor or any other person.

Miscellaneous

11.1 Assignment

(i) Binds Assignees. This Security Agreement shall bind and inure to the benefit of the heirs,legatees, executors, administrators, successors and assigns of Secured Party and shall bindall persons who become bound as a debtor to this Security Agreement.

(ii) No Assignments by Debtor. Secured Party does not consent to any assignment by Debtorexcept as expressly provided in this Security Agreement.

(iii) Secured Party Assignments. Secured Party may assign its rights and interests under thisSecurity Agreement. If an assignment is made. Debtor shall render performance under thisSecurity Agreement to the assignee. Debtor waives and will not assert against any assigneeany claims, defenses or set-offs which Debtor could assert against Secured Party exceptdefenses which cannot be waived.

11.2 Severability. Should any provision of this Security Agreement be found to be void, invalid orunenforceable, by a court or panel, of arbitrators of competent jurisdiction, that finding shall onlyaffect the provisions found to be void, invalid or unenforceable and shall not affect the remainingprovisions of this Security Agreement.

11.3 Notices. Any notices required by this Security Agreement shall be deemed to be delivered when arecord (a) deposited in any United States postal box if postage is prepaid, and the notice properlyaddresses to the intended recipient, (b) received by telecopy, (c) received through the Internet, and(d) when personally delivered.

11.4 Headings. Section headings used in this Security Agreement are for convenience only. They are nota part of this Security Agreement and shall not be used in construing it.

11.5 Governing Law. This Security Agreement is being executed and delivered and is intended to beperformed in the Stale of Texas and shall be construed and enforced in accordance with the laws ofthe State of Texas except to the extent that the UCC provides for the application of the law of theDebtor States.

11.6

11.7

11.8

11.9

R^les^^^Con^^^ioiNo reference lo "Proceeds" in this Security Agreerftent authcrizesi^ny sale, transfer, or other

oAthe Collaler^by tne Debtor.

"are not irniinng.des" and "ini

"Or" is not exclusive.

"All" includes"any" and "any" includes "all".

Integration aiid Modifications. This Security Agreement is the entire agreement of the Debtor andSecured Party concerning its subject matter. Any modification to this Security Agreement must bemade in writing and signed by the party adversely affected.

Waiver. Any party to this Security Agreement may waive the enforcement of any provision to thisextent the provision is for its benefit.

Further Assurances. Debtor agrees to execute any further documents, and to take any further actions,reasonably requested by Secured Party to evidence or perfect the security interest granted herein orto effectuate the rights granted to Secured Party herein.

The parties have signed this Security Agreement as of the day and year first written at Houston, Texas

"DEBTOR"

M VR STAR FLEET, LLC, a Texas limited liability company

J, MARK CALDWELL, PRESIDENT

Ml AKIIME Inc.MARINE CONSULTANTSCapt Richard L FrenzelSAMS 'AMS/SRAS, Retired Charter MemberNAMS • CMS, Retired Ufe Member

<3.5^(9 OOO

Web: www.DlXiELANDMARINE.com

e-MaH: dick@dixielandmarine.com

P/iono; 713-419-8855 Fax: 713-893-4541

Home OffiTce; 1500 FM 2436. LaGrange, TX 78945

HoustoWGalveston: PO Box 707, Seabrook, TX 77586

SCX:iETVO

MARINE

SURVEVOnS

NFPA'

BBBACCREDITEDBUSINESS

Survey Report No. 140613CV-E . Date; July 5, 2014

MVR Star Fleet, LLC2510 De Four Trace

Seabrook, TX 77586

Attn: MarkCaldwell

Condition and Value Survey

House/OfSce Barge

THIS IS TO CERTIFY that the undersigned Marine Surveyor did on July 1, 2014, at the requestof Mark Caldwell, and for the account of MVR Star Fleet LLC, inspect the House/Officefiberglass barge, while subject vessel was Ijdng afloat at the docks of Star Fleet in Kemah, TX, inorder to ascenain its general condition and value for financial purposes.

ATTENDING SURVEY

Dick Frenzel, Marine Surveyor

PARTICULARS

Registered Ownership: Star Fleet, L.P.Owner's Address: 280 Grove Road, Kemah, TX 77565Official No: N/A Hull No: N/A

Length: 62.0' Breadth:31.0'Depth; N/A Draft: 4'Intended Service: Office/galley/apartment barge.Reportedly built in 1986 as a LASH barge, balance of structure built later.

Ownership. HJN and Official numbers are from documents. Numbers verified on hull.Ail specifications above are from USCG documents or other r^erence data and not measured during survey.

Celebrating

1968-46 Years-2014Conscientious Service

Survey Rcporl No: 1406IJCV-EJuly 5,2014C&V SurveyPage 2 of 5

SCOPE OF SURVEY

Circumstances of Survey

Vessel was inspected while afloat. The hull exterior wetted surface and underwater machinery andhardware were NOT inspected.

Machinery and equipment were NOT inspected while operating. Machinery and furniture werevisually inspected where normally accessible. No disassembly, sampling, or analysis, wasperformed.

Locked compartments or otherwise inaccessible areas were not inspected. This vessel was surveyedwithout removals of any parts, including fittings, tacked carpets or liner materials, screwed or nailedboards or panels, anchors and chain, fixed partitions, instruments, clothing, spare parts andmiscellaneous materials in the bilges and lockers, or other fixed or semi-fixed items.

No determination of stability characteristics or inherent structural integrity has been made and noopinion is expressed thereto. This survey report represents the condition of the vessel on the datespecified above, and is the unbiased opinion of the undersigned, but is not to be considered aninventory or a warranty, either specified or implied.

Intended Users

This survey is prepared for the exclusive use of the client whose name and address appear on Page 1,and this report is not transferable to any other person or entity. The intended user of this report andappraisal is this client and their lenders and/or insurers.

Design Characteristics

Watertight Hull Compartmentation; One compartment, consisting of the base LASH barge withinterior decking and kitchen equipment, built in stairways Co after market 2"^ deck office space and3'** deck apartment. Vessel is secured to the pilings along its east side.

Hull Form: Rectangular barge with vertical sides and ends and flat bottom.

Superstructure Form: After market, three story structure of same dimensions as barge.

Watertight Integrity, Decks and Superstructure: Hatches, doors and port lights opening to all exteriordecks and/or bulkheads are weathertight types.

Minimum Freeboard to Weather Deck; 2.0'

Constniction

Method/Material: Reinforced fiberglass, ftp honey comb cored, hull.

Wood and plastic ceiling in deck house.

Barge hull Scantlings considered normal for vessel's original intended service.

Mooring Fittings: Steel brackets to steel mooring piles.

Survey Report No: 140613CV-EJuly 5, 2014C&V SurveyPage 3 of S

ELECTRICAL SYSTEMS:

AC Systems:

220/110 Volt power supply from dockside shore power, with main switch panel, distribution/breakerpanel, transformers for low voltage circuits, switch boxes, motor control boxes, and basket weavearmored conduit and plastic covered marine type wiring. Weathertiglit industrial type exteriorfixtures. Industrial and standard house type interior fixtures.

POTABLE WATER SYSTEM:

From shore based supply.

MARINE SWEWAGE DISPOSAL SYSTEM:

One holding tank with deck pump-out fitting to shore side public sewage.

This system meets USCG regulations (CFR 159).

DEWATERLNG SYSTEMS:

Four electrically powered bilge pumps with manual and automatic float switches, located one each, insumps located in each comer of the barge.

VENTILATION SYSTEM:

Natural and mechanical type for persoimel accommodations, with forced draft circulation through airconditioning system, or through door, port light window and vent openings.

ACCOMMODATIONS;

Furnished quarters and office. Top deck includes a 3 bedroom apartment, 2"^ deck includes officespace and no sleep quarters, barge deck is a large galley space.

Central electric air conditioning. Central electric heating. All electric galley appliances.

Safety Equipment

FIRE FIGHTING APPARATUS:

Portable units not inspected.

General Condition

CIRCUMSTANCES OF SURVEY:

Vessel afloat. Bottom not inspected.

Housekeeping; ExcellentStructural: Apparently adequate

Protective Coatings: GoodGalley Equipment: Operational.

Survey Report No: 140613CV-EJulys, 2014CitV SurveyPage 4 of 5

NOTES:

A. Maintenance history was not available at time of survey

B. This structure may not be classed as a "vessel", as it does not transport people or equipment acrossthe water. It can only be described as a "house barge."

C. The current owner built a three level office and apartment complex above the main deckliouse galleyarea on the original LASH barge and installing a complete galley system to support the dinner cruiseson the adjacent dinner/cruise vessels..

D. This structure is a vital part of the ongoing business of support to the dinner/cruise boats, and has acertain value to the business if compared to leasing office and cooking space at an off site location,plus providing a manager's apartment.

E. However, if the structure was placed on the market to be moved to another location, its value wouldbe severely reduced for the following reasons;

1. The additional 30+' height above the original barge could present a stability problem during atow or during heavy weather. No stability report has been done.

2. Special attachments would have to be installed to facilitate towing.

3. The structure could safely be towed only in protected waters when wind and seas are minimal.This would basically restrict its movement to the waters of Qear Lake.

4. Towing costs would be excessive on a risky tow such as this, and trip insurance would be difficultand expensive to acquire.

F. On today's economic climate, there is no known demand for this type of structure, except to theexisting business, and there are no known comparables.

G. To replace the current structure of business , galley, and living quarters, on land, an investment ofover 5500,000.00 would be expected. Therefore the current structure is considered an important partof the cunent business, and the Business Approach to the Valuation is considered over the Market.Approach

H. Office, apartment and galley equipment and furniture is not included in this valuation, as that isconsidered personal property and not part of the structure.

Survey Report No;July 5,2014C&V SurveyPage 5 of 5

140613CV-E

VALUATIONS

Estimated Current Market Value to the existing business $250,000.00

This valuation is based on the barge structure's apparent condition on the date of survey and assumes that theequipment not proven during the survey inspection is in fact operational. Discoveries made as a consequenceof additional testing/inspection procedures may significantly lower this valuation. Also, there is no warrantygiven, or implied, for the future use or life of the structure described herein. Valuations are developed usingsome or all of the following resources: commercially published used boat price guides: Workboat, Boats'nHarbors, Waterways Journal, etc., commonly accepted marine depreciation schedules, and consultations withknowledgeable marine vessel brokers.

I certify that to the best of my knowledge and belief: •The statements of fact in this report are true and correct.•The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limitingconditions and are my personal, impartial and unbiased professional analyses, opinions and conclusions. *1have no present or prospective interest in the property that is the subject of this report and no personal interestwith respect to the parties involved. •! have no bias with respect to the property that is the subject of this reportor to the parties involved with this assignment. 'My engagement in this assignment was not contingent upondeveloping or reporting predetermined results. 'My compensation for completing this assignment was notcontingent upon the development or reporting of a predetermined value or Erection in value that favors thecause of the client, the amount of the value opinion, the attairunent of a stipulated result, or the occurrence of a.subsequent event directly related to the intended use of this appraisal. 'My analyses, opinions, and conclusionswere developed and this report has been prepared in conformity with the Uniform standards OFProfessional Appraisal PRAcncE using methods recognized by the American Society ofAppraisers, leading to an educated, unbiased, and defensible opinion. I have made a personal inspection ofthe property that is the subject of this report. 'No one provided significant personal property appraisalassistance to the person signing this report.

REPORT SUBMITTED WITHOUT PREJUDICE

DIXIELAND MARINE, INC.

Richard L. "Dick" Frenzel

SAMS - Sr. Accredited Marine Surveyor (Ret.)NAMS - Certified Marine Surveyor (Ret.)

Attachments: Photographs

COLLATERALS

CHIEF EXECUTIVE

DEBTOR STATE

te:cas

TEXAS

8779636.2/SP/45959/0101/031617

SPECIAL WARRANTY DEED WITH VENDOR’S LIEN

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,

YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING

INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN

REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:

YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.

Date: MARCH , 2017

Grantor: STAR FLEET MARINA, L.P., a Texas limited partnership

Grantor’s Mailing Address:

Grantee: STAR HARBOR RESORT, LLC, a Texas limited liability company

Grantee’s Mailing Address:

Consideration:

Cash and a note of even date executed by Grantee and payable to the order of RH

HOUSTON LENDER, LLC (“Lender”) in the principal amount of ONE MILLION TWO

HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($1,250,000.00) (the “Note”). The

Note is secured by a first and superior vendor’s lien and superior title retained in this deed in

favor of Lender and by a first-lien deed of trust of even date from Grantee to

, trustee.

Property (including any improvements):

The tracts of land described in EXHIBIT “A” ATTACHED HERETO AND

MADE A PART HEREOF FOR ALL PURPOSES, together with: (i) any and all

buildings, improvements and fixtures situated on the Property, (ii) any and all

rights, privileges, and appurtenances pertaining to the Property, including, without

limitation, Grantor’s right, title and interest in any and all appurtenant easements,

adjacent streets, alleys, strips, gores and rights-of-way, and (iii) Grantor’s right,

title and interest in any and all mineral rights and water rights pertaining to the

tracts of land described herein.

Reservations from Conveyance:

None

8779636.2/SP/45959/0101/031617

Exceptions to Conveyance and Warranty:

Standby fees, taxes, and assessments by any taxing authority for the current year and

subsequent years, and subsequent taxes and assessments by any taxing authority for prior years

due to change in land usage or ownership; any shortages in area; homestead or community

property or survivorship rights, if any, of any spouse of Grantee; and any validly existing titles or

rights asserted by anyone, including but not limited to persons, the public, corporations,

governments, or other entities, to (a) tidelands or lands comprising the shores or beds of

navigable or perennial rivers and streams, lakes, bays, gulfs, or oceans, (b) lands beyond the line

of the harbor or bulkhead lines as established or changed by any government, (c) filled-in lands

or artificial islands, (d) statutory water rights, including riparian rights, or (e) the area extending

from the line of mean low tide to the line of vegetation or the right of access to that area or

easement along and across that area, and the matters shown on Exhibit B, attached hereto and

incorporated herein by this reference, to the extent the same are valid and affect the Property.

Grantor, for the Consideration and subject to the Reservations from Conveyance and the

Exceptions to Conveyance and Warranty, has GRANTED, BARGAINED, SOLD and

CONVEYED and by these presents does GRANT, BARGAIN, SELL AND CONVEY to

Grantee the Property, together with all and singular the rights and appurtenances thereto in any

way belonging, to have and to hold it to Grantee and Grantee’s successors and assigns forever.

Grantor binds Grantor and Grantor’s successors and assigns to warrant and forever defend all

and singular the Property to Grantee and Grantee’s successors and assigns against every person

whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under

Grantor, but not otherwise, subject to the Reservations from Conveyance and the Exceptions to

Conveyance and Warranty.

THE PROPERTY IS CONVEYED TO GRANTEE IN ITS PRESENT “AS IS, WHERE

IS” CONDITION, WITH ALL FAULTS. GRANTOR MAKES NO REPRESENTATION OR

WARRANTY (EXCEPT FOR THE WARRANTY OF TITLE AND THE EXPRESS

REPRESENTATIONS OF GRANTOR IN THE AGREEMENT) CONCERNING THE VALUE

OF THE PROPERTY, THE CONDITION OF ANY IMPROVEMENTS ON THE PROPERTY,

THE ZONING CLASSIFICATION OR PERMITTED USES OF THE PROPERTY, THE

SUITABILITY OF THE PROPERTY FOR ANY PURPOSE, THE FLOOD HAZARD AREA

CLASSIFICATION OF THE PROPERTY, THE ENVIRONMENTAL CONDITION OF THE

PROPERTY, THE PRESENCE OR ABSENCE OF ANY HYDROCARBONS, ASBESTOS,

HAZARDOUS MATERIALS OR TOXIC SUBSTANCES, THE PRESENCE OR ABSENCE

OF UNDERGROUND STORAGE TANKS, THE SUITABILITY OF THE PROPERTY FOR A

PARTICULAR PURPOSE, THE MERCHANTABILITY OF THE PROPERTY, THE

PRESENCE OR ABSENCE OF ANY GROUND FAULTS OR THE GEOLOGICAL

CONDITION OF THE PROPERTY; GRANTOR MAKES NO REPRESENTATION, NOR

SHOULD ANY REPRESENTATION BE IMPLIED, AS A RESULT OF A COURSE OF

CONDUCT OF GRANTOR AND GRANTEE OR DUE TO INDUSTRY USAGE AND

PRACTICE. GRANTEE, BY CLOSING THE TRANSACTION AND ACCEPTING THE

DEED, RELEASES GRANTOR FROM ANY CLAIM OR CAUSE OF ACTION OF ANY

NATURE RELATED TO THE MATTERS HEREIN, INCLUDING BUT NOT LIMITED TO

THE CONDITION OF THE IMPROVEMENTS, THE ENVIRONMENTAL CONDITION OF

THE PROPERTY, OR THE PRESENCE OF ANY HAZARDOUS MATERIALS OR TOXIC

8779636.2/SP/45959/0101/031617

SUBSTANCES ON THE PROPERTY; AND GRANTEE HAS RELIED SOLELY ON ITS

OWN INSPECTION OF THE PROPERTY AND, EXCEPT FOR THE WARRANTY OF

TITLE AND THE EXPRESS REPRESENTATIONS OF GRANTOR IN THE AGREEMENT,

HAS NOT RELIED ON ANY REPRESENTATIONS OR STATEMENTS OF GRANTOR,

WHETHER ORAL OR WRITTEN, OR ON THE REPRESENTATIONS OR STATEMENTS

OF ANY PERSON(S) REPRESENTING GRANTOR, WHETHER ORAL OR WRITTEN.

In addition to the Property, Grantor has GRANTED, BARGAINED, SOLD and

CONVEYED and by these presents does GRANT, BARGAIN, SELL AND CONVEY, without

warranty of any kind, all of Grantor’s right, title and interest in any and all dock structures and

related appurtenances situated on the Property, and all warranties that might arise by common

law as well as the implied warranties pursuant to Section 5.023 of the Texas Property Code (or

its successor) with respect to such dock structures and appurtenances are excluded.

Lender, at Grantee’s request, has paid in cash to Grantor that portion of the purchase

price of the Property that is evidenced by the note. The first and superior vendor’s lien against

and superior title to the Property are retained for the benefit of Lender and are transferred to

Lender without recourse against Grantor. The vendor’s lien against and superior title to the

Property are retained until the note described above is fully paid according to its terms, at which

time this deed shall become absolute.

When the context requires, singular nouns and pronouns include the plural.

STAR FLEET MARINA, L.P.

BY: STAR FLEET MARINA MANAGEMENT,

LLC a Texas limited liability company its

General Partner

By: ___________________________________

Robin Stanaland, Manager/Vice President

STATE OF TEXAS

COUNTY OF HARRIS

This instrument was acknowledged before me on the _____ day of March, 2017, by

ROBIN STANALAND, Manager/Vice President of STAR FLEET MARINA MANAGEMENT,

LLC, a Texas limited liability company General Partner on behalf of STAR FLEET MARINA,

L.P., a Texas limited partnership.

Notary Public – State of Texas

Notary’s Printed Name:

My Commission Expires:

8779636.2/SP/45959/0101/031617

Exhibit B

Exceptions to Conveyance and Warranty

1. Restrictive covenants recorded in/under Volume 753, Page 432 in the Office of the

County Clerk of Galveston County, Texas. (As to Lots 1 & 2, Block 2 of Tract 3)

2. Building setback line, 20 feet in width, along the North property line, as recorded

in/under Volume 254A, Page 52, later transferred to Volume 2, Page 4 of the Map

Records (As to Tract 3) of Galveston County, Texas and as set forth in instrument

recorded in/under Volume 753, Page 432 in the Office of the County Clerk of Galveston

County, Texas. (As to Lots 1 & 2, Block 2 of Tract 3)

3. Building setback lines, 5 feet in width, along the side property lines, as recorded in/under

Volume 753, Page 432 in the Office of the County Clerk of Galveston County, Texas.

(As to Lots 1 & 2, Block 2 of Tract 3)

4. A utility easement, 5 feet in width, located along the East property line of subject

property as set forth in instrument recorded in/under Volume 254A, Page 52, later

transferred to Volume 2, Page 4 of the Map Records of Galveston County, Texas. (As to

Lot 1, in Block 2 of Tract 3)

5. A utility easement, 5 feet in width, located along the West property line of subject

property as set forth in instrument recorded in/under Volume 254A, Page 52, later

transferred to Volume 2, Page 4 of the Map Records of Galveston County, Texas. (As to

Lot 8, in Block 2 of Tract 3)

6. A utility easement, 5 feet in width, located along the South property line of subject

property as set forth in instrument recorded in/under Volume 254A, Page 52, later

transferred to Volume 2, Page 4 of the Map Records of Galveston County, Texas. (As to

Lots 1-8, in Block 2 of Tract 3)

7. An easement for purposes of a pipeline located on subject property granted to Shell Pipe

Line Corporation by instrument recorded in/under Volume 661, Page 5 in the Office of

the County Clerk of Galveston County, Texas. (As to Tract 3)

8. An easement for purposes of a pipeline located on subject property granted to Defense

Plant Corporation by instrument recorded in/under Volume 661, Page 374 in the Office

of the County Clerk of Galveston County, Texas; assigned to Texas Eastern Transmission

Corporation by instrument recorded in/under Volume 759, Page 659 in the Office of the

County Clerk of Galveston County, Texas. (As to Tract 3)

9. A water line easement, 5 feet in width, located along the West property line of subject

property as set forth in instrument recorded in/under Volume 1345, Page 405 in the

Office of the County Clerk of Galveston County, Texas. (As to Lot 8, in Block 2 of Tract

3)

8779636.2/SP/45959/0101/031617

10. An easement for purposes of a private roadway located on subject property granted to the

owners and holders of liens against the adjacent property, both presently and in the

future, by Instrument recorded in/under County Clerk’s File No. 8528269 of the Official

Public Records of Real Property of Galveston County, Texas. (As to Tract 1)

11. An easement for purposes of a pipeline, utility line and access easement located on

subject property granted to Portofino Harbour Management Company by instrument

recorded in/under County Clerk’s File Nos. 8615778 and 8920585 of the Official Public

Records of Real Property of Galveston County, Texas. (As to Tract 1)

12. An easement for purposes of fairway designation and non-exclusive access located on

subject property granted to Star Fleet, Inc. by instrument recorded in/under County

Clerk’s File Nos. 9839960, 9901060 and 2000029201 of the Official Public Records of

Real Property of Galveston County, Texas.

13. A perpetual 1/32nd non-participating royalty interest in and to all oil, gas and other

minerals on, in, under or that may be produced from the subject property is excepted

herefrom as the same is set forth in instrument recorded in/under Volume 747, Page 652

in the Office of the County Clerk of Galveston County, Texas. (As to Tract 3)

14. 1/2 of all the oil, gas and other minerals, the royalties, bonuses, rentals and all other rights

in connection with same are excepted herefrom as the same are set forth in instrument

recorded in/under County Clerk’s File No. 8407578 of the Official Public Records of

Real Property of Galveston County, Texas. (As to Tract 1)

15. All terms, conditions, and provisions of that certain unrecorded drainage line agreement

with the City of Kemah as referenced in instrument recorded in/under County Clerk’s

File No. 9220897 of the Official Public Records of Real Property of Galveston County,

Texas.

16. Rights of tenants, and assigns, as tenants only, under currently effective Slip Leases

assigned by Grantor to Grantee pursuant to that certain Assignment of Slip Leases of

even date herewith.

17. Any rights, easements, interests or claims which may exist by reason of a sidewalk

protruding over the property line near the most northerly point of Tract 1, a 3-story stucco

building and wood dock protruding over the water and over the westerly property line of

Tract 1, and a sign, sign pole and parking spaces protruding over Tracts 1 & 3 as

reflected on survey drawing made by Terrance Mish, R.P.L.S. No. 4981, dated December

06, 2016 and revised on December 21, 2016, January 16, 2017, and February 21, 2017.

100

January 25,