9. Land Development and Sale Contract

Land Development and Sale Contract

On April 13, 2021, the Company entered into an Agreement for the Sale and Purchase of Real Property with Toll Southeast LP. Company, Inc. (“Toll Brothers”) for the sale and residential development of approximately 54 acres of land along the northern boundary of the property.

On November 16, 2023, the Company consummated the sale of these assets which resulted in net proceeds to the Company of $12,538,775 and a gain of $10,112,457. In addition, the Purchase and Sale Agreement provides that we will receive additional proceeds of 10% of any sales proceeds received by Toll Brothers in excess of $700,000 for single family homes and $475,000 for townhouses, and in 2025 we received approximately $67,000 pursuant to such agreement (which amount has been reflected as a gain on sale in our consolidated financial statements). Toll Brothers intends to build 122 single family homes and 52 townhouses.

In connection with this transaction, the Company also entered into a Development Agreement with Toll Brothers. The Development Agreement provides certain requirements and restrictions on the parties, including but not limited to development of certain roadway improvements, the demolition and reconstruction of a new gate at the Klosterman Road entrance, the construction of an EVA only gate onto Klosterman Road, the use of the Innisbrook trademarks and names, and the elevations and floor plans of the homes that are allowed to be built in the new neighborhood. The agreement also includes the requirement, to be recorded in the Declarations of Covenants, Conditions, and Restrictions for the parcel, that all homeowners must maintain an active membership to the resort.