Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On June 28, 2024, an indirect majority-owned subsidiary (the "Borrower") of Belpointe PREP, LLC (the "Company" "we," "us" or "our") entered into a construction loan agreement (the "Construction Loan Agreement") with a lender ("Lender") as agent for certain lenders (together with Lender, the "Lenders"), for up to $104 million in principal amount (the "Loan"). The Loan is evidenced by promissory notes with the Lenders (the "Notes") and bears interest at a rate of 3.8% per annum plus the one-month forward-looking term rate for SOFR as set by the CME Group Benchmark Administration Limited, subject to further adjustment as set forth in the Construction Loan Agreement. The Loan is secured by, among other things, a first-lien mortgage on 1000 1st Avenue North, St. Petersburg, Florida, our investment known as "Viv" ("Viv"), pursuant to the terms of a Construction Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the "Security Interest" and, together with the Construction Loan Agreement and the Notes, the "Loan Documents"). Advances under the Loan may be used to fund the continued development of, and for certain leasing costs and expenses incurred in connection with, Viv, as well as to establish certain reserves required under the terms of Construction Loan Agreement. The Loan has an initial maturity date of June 28, 2027, and contains two one-year extension options, subject to certain restrictions.

In connection with the Loan, we provided the Lenders with (i) a Debt Service and Carry Guaranty, which, among other things, guarantees payment of interest and principal on the Loan, certain obligations under the Construction Loan Agreement and other costs and expenses associated with and allocable to the operation, maintenance and management of Viv, (ii) a Completion Guaranty, which, among other things, guarantees completion of the work on Viv, and (iii) a Non-Recourse Carveout Guaranty, which, among other things, indemnifies the Lenders for losses resulting from certain "bad acts," insolvency, environmental conditions, violations of the terms of the Loan Documents (collectively, the "Guarantees"). In addition, the Construction Loan Agreement contains certain standard financial covenants, including covenants requiring that we maintain a net worth of no less than $110.0 million and liquidity of not less than $10.0 million during the term of the Loan.

Together with the Borrower we also provided a customary Environmental Indemnity Agreement to the Lender, pursuant to which we agreed to protect, defend, indemnify, release and hold harmless the Lender from and against certain environmental liabilities related to Viv.