SUPPLEMENT TO INVESTMENT BANKING AGREEMENT DATED SEPTEMBER 16, 2022 REGARDING BOND ISSUANCES BY LANDINGS COMMUNITY DEVELOPMENT DISTRICT February 16, 2024 Board of Supervisors Landings Community Development District Dear Supervisors: MBS Capital Markets, LLC (“Underwriter”) and the Board of Supervisors of the Landing Community Development District (“District”) entered into an Investment Banking Agreement effective September 16, 2022 (“Agreement”) wherein the District engaged the Underwriter to provide investment banking services for the District. The purpose of this letter is to supplement the Agreement by specifying the particular planned transaction currently being contemplated by the District for which such investment banking services are to be provided by the Underwriter. The District is considering the issuance of its Special Assessment Bonds, Series 2024 for the purpose of acquiring/constructing public infrastructure improvements within the District for the Southwest Tract – Cascades at Grand Landings – Phase 1. It is the District’s intent to engage the Underwriter to provide investment banking services for this transaction. The scope of services to be provided in a non-fiduciary capacity by the Underwriter for this transaction will include those listed below. . Advice regarding the structure, timing, terms, and other similar matters concerning the particular municipal securities described above. . Preparation of rating strategies and presentations related to the issue being underwritten. . Preparations for and assistance with investor “road shows,” if any, and investor discussions related to the issue being underwritten. . Advice regarding retail order periods and institutional marketing if the District decides to engage in a negotiated sale. . Assistance in the preparation of the Preliminary Official Statement, if any, and the Final Official Statement. . Assistance with the closing of the issue, including negotiation and discussion with respect to all documents, certificates, and opinions needed for the closing. . Coordination with respect to obtaining CUSIP numbers and the registration with the Depository Trust Company. . Preparation of post-sale reports for the issue, if any. . Structuring of refunding escrow cash flow requirements, but not the recommendation of and brokerage of particular municipal escrow investments. All other terms of the Agreement shall remain in effect, including specifically the Disclosures Concerning the Underwriter’s Role Required by MSRB Rule G-17 which is again being provided in Exhibit A hereto. By execution of this supplement to the Agreement you are acknowledging receipt of the same. This supplement to the Agreement shall be effective upon your acceptance and shall remain in effect until such time as the financing described herein has been completed or the Agreement is terminated as provided in Section 3 of the Agreement. Sincerely, MBS Capital Markets, LLC A close-up of some scissors Description automatically generated with low confidence Brett Sealy Managing Partner Approved and Accepted By: _____________________________ Title: _____________________________ Date: _____________________________ EXHIBIT A Disclosures Concerning the Underwriter’s Role (i) MSRB Rule G-17 requires an underwriter to deal fairly at all times with both municipal issuers and investors. (ii) The underwriter’s primary role is to purchase the Bonds with a view to distribution in an arm’s-length commercial transaction with the Issuer. The underwriters has financial and other interests that differ from those of the District. (iii) Unlike a municipal advisor, the underwriter does not have a fiduciary duty to the District under the federal securities laws and are, therefore, is required by federal law to act in the best interests of the District without regard to their own financial or other interests. (iv) The underwriter has a duty to purchase the Bonds from the Issuer at a fair and reasonable price but must balance that duty with their duty to sell the Bonds to investors at prices that are fair and reasonable. (v) The underwriter will review the official statement for the Bonds in accordance with, and as part of, its respective responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of this transaction. Disclosure Concerning the Underwriter’s Compensation The underwriter will be compensated by a fee and/or an underwriting discount that will be set forth in the bond purchase agreement to be negotiated and entered into in connection with the issuance of the Bonds. Payment or receipt of the underwriting fee or discount will be contingent on the closing of the transaction and the amount of the fee or discount may be based, in whole or in part, on a percentage of the principal amount of the Bonds. While this form of compensation is customary in the municipal securities market, it presents a conflict of interest since the underwriter may have an incentive to recommend to the District a transaction that is unnecessary or to recommend that the size of the transaction be larger than is necessary. Conflicts of Interest The Underwriter has not identified any additional potential or actual material conflicts that require disclosure including those listed below. Payments to or from Third Parties. There are no undisclosed payments, values, or credits to be received by the Underwriter in connection with its underwriting of this new issue from parties other than the District, and there are no undisclosed payments to be made by the Underwriter in connection with this new issue to parties other than the District (in either case including payments, values, or credits that relate directly or indirectly to collateral transactions integrally related to the issue being underwritten). In addition, there are no third-party arrangements for the marketing of the District’s securities. Profit-Sharing with Investors. There are no arrangements between the Underwriter and an investor purchasing new issue securities from the Underwriter (including purchases that are contingent upon the delivery by the District to the Underwriter of the securities) according to which profits realized from the resale by such investor of the securities are directly or indirectly split or otherwise shared with the Underwriter. Credit Default Swaps. There will be no issuance or purchase by the Underwriter of credit default swaps for which the reference is the District for which the Underwriter is serving as underwriter, or an obligation of that District. Retail Order Periods. For new issues in which there is a retail order period, the Underwriter will honor such agreement to provide the retail order period. No allocation of securities in a manner that is inconsistent with a District’s requirements will be made without the District’s consent. In addition, when the Underwriter has agreed to underwrite a transaction with a retail order period, it will take reasonable measures to ensure that retail clients are bona fide. Dealer Payments to District Personnel. Reimbursements, if any, made to personnel of the District will be made in compliance with MSRB Rule G-20, on gifts, gratuities, and non-cash compensation, and Rule G-17, in connection with certain payments made to, and expenses reimbursed for, District personnel during the municipal bond issuance process. Disclosures Concerning Complex Municipal Securities Financing Since the Underwriter has not recommended a “complex municipal securities financing” to the Issuer, additional disclosures regarding the financing structure for the Bonds are not required under MSRB Rule G-17. 17 17 95 Palm Coast 100 Point State Road 11 Belle Terre Blvd Belle Terre Pkwy C ounty R oad 13 R oyal Palm s Pkwy N State St E M ood y Blvd W High way 100 Grand Reserve Golf Club Cypress Knoll Golf Course Bunnell Sweetwater Swamp BelleTerreBlvd County Road 304 S US Highway 1 State Road 11 Dupont Codys Corner County Road 304 201 N Oceanshore Blvd M ood y Blvd Colbert Ln E Mo ody Blvd SR-9 SR-9 Betty Steflik Preserve Flagler County Airport Flagler Beach 4011 S eminole Woods Blvd John Anderson Hwy S O ld Dixi e Hwy S US Highway 1 SR-9 SR-9 Club de Bonmont Golf Course Bulow Plantation Ruins Historic State Park Bulow Creek State Park Korona Old Dixie Hwy S R-5 Plantation Bay Golf & Country Favoretta Club A1A 201 S Oceanshore Blvd North Peninsula State Park Mound Grove Grand Landings Vicinity Source: ETM, Flagler County T:\2020\20-338\20-338-01\GIS\Maps\PRO\Grand Landings Maps Updates.aprx Date: 9/21/2023 0 5,000 10,000 15,000 Feet µ Subject Property PLATE 1 LANDINGS COMMUNITY DEVELOPMENT DISTRICT NORTH TRACT SOUTHEAST TRACT SOUTHWEST TRACT 17 Palm Coast 100 Zoeller Ct Belle Terre Blvd Karat Path High St High St Karas Trl elle Ter re Blvd S US Highway 1 Dupont 1 Laguna Forest Trl C ita t ion Blvd Llama Trl Spoonbill Dr S e mi nol e Woods Blvd Grand Landings Pkwy Seminole Woods Blvd Seminole Woods Neighborhood Park Grand Landings Future Land Use Source: ETM, Flagler County T:\2020\20-338\20-338-01\GIS\Maps\PRO\Grand Landings Maps Updates.aprx Date: 9/21/2023 0 1,000 2,000 3,000 Feet µ Subject Property Canals Conservation Greenbelt Institutional Mixed Use Residential AGRICULTURE & TIMBERLANDS COMMERCIAL: HIGH INTENSITY CONSERVATION EDUCATIONAL USES INDUSTRIAL RESIDENTIAL: LOW DENSITY / RURAL ESTATE Subject Property PLATE 4 LANDINGS COMMUNITY DEVELOPMENT DISTRICT NORTH TRACT SOUTHEAST TRACT SOUTHWEST TRACT