Paper the file.

Seller (Lender)

—

Seller entity

individual

Buyer (Borrower)

—

Buyer entity

llc

Property

—

County

— County, Florida

Legal description: Exhibit A. Type: Investment / SFR rental. Seller represents the property is free and clear of all mortgages and liens as of this date. The deal does not proceed if an undisclosed mortgage is discovered on title.

$500,000

Title transfers to Buyer at closing via Warranty Deed. No land contract or contract for deed. Florida courts treat those as equitable mortgages requiring judicial foreclosure anyway; a Purchase Money Mortgage with title at closing gives cleaner recorded priority.

Principal $350,000, 8.50% amortizing over 30 years. Approximate monthly payment $2,691.20. Final terms are exclusively those of the senior lender's commitment letter, which must be in hand before closing.

Principal

$150,000

Rate

4.49% · mid-term AFR floor 4.49%

Term

5 years · balloon $150,000

Payment

$561.25 / mo IO

Late charge

5% after 15 days

Prepay

Allowed; kicker applies on full payoff

Stated rate must meet or exceed the applicable AFR for the month of closing (Rev. Rul. 2026-17, September 2026 published 4.49% mid-term AFR). Seller's CPA confirms IRC §§1274 / 7872 compliance before signature. Floor is currently met on this sheet.

Monthly P1 + P2

$3,252.45

Annual

$39,029

Senior NOI @ 1.25x

$3,364.00 / mo

Total NOI @ 1.10x

$42,932 / yr

Stated monthly NOI

$4,000

Coverage

Senior 1.49x · Combined 1.23x

Buyer delivers rent rolls, leases, or a verified pro forma within 10 business days of executing this sheet.

Back-end participation

Seller receives a defined percentage of net sale or refinance proceeds above a threshold. Easiest for a seller's attorney to evaluate and the cleanest fit with installment-sale treatment. Documented as a separate Participation Agreement, recorded as a covenant tied to the property, not as a third lien.

Trigger (earliest of): third-party sale; cash-out refinance; maturity of Note #2. If the senior lender forecloses, the kicker does not survive as a separate claim. Recovery is limited to Note #2 principal and accrued interest.

Net proceeds for the kicker = gross sale or appraised value − closing costs − verified capital improvements. Payment = 20% × max(0, net − $550,000), uncapped. Illustration at $650,000: net for kicker $637,000; kicker due $17,400. At or below the hurdle the kicker is $0 — seller does not share in a loss.

Appraisal disputes (refi or maturity, not an arm's-length sale): mutually agreed MAI-certified appraiser; if no agreement in 15 days, each selects one and those two select a third; average governs.

A Subordination / Intercreditor Agreement between the senior lender and Seller is a closing condition. At minimum: Seller expressly subordinate to Note #1; default notices on Note #1; right (not duty) to cure the first; advance written notice before Seller starts its own foreclosure; written acknowledgment that a senior foreclosure can extinguish Note #2 if proceeds do not cover the first. ICA circulates before the warranty deed records.

• Late Note #1. Servicer notifies seller at the bargained day count — not a lis pendens.
• Late Note #2. Servicer notifies buyer and copies seller's counsel.
• Casualty / insurance. Loss payee order: lender first, seller second.
• Tax certificate. Escrow with the first so a tax lien cannot prime the second.
• Sale / refinance / transfer. Both notes. Due-on-sale on Note #2. New waterfall, not a silent extension.
• Balloon 90 / 60 / 30. Servicer calendar. Language in the note, not a hallway.
• Senior foreclosure start. Seller hears it from the servicer. Kicker dies. Second can be wiped.

• Cash down (equity)Skin in the stack — not the same as the check at closing$0
• Deed documentary stamps0.70 / $100 (statewide) · rounded up per $100$3,500
• Mortgage stamps — Note #1$0.35 / $100, capped at $2,450 per instrument$1,225
• Mortgage stamps — Note #2$0.35 / $100, capped at $2,450 per instrument$525
• Intangible tax — Note #1$0.20 / $100, uncapped$700
• Intangible tax — Note #2$0.20 / $100, uncapped$300
• Title insurance (est. owner + lender)Promulgated-rate shape plus search/settlement — confirm with closer$3,575
• Recording$250
• Appraisal / flood cert$650
• Survey$425
• Note #1 points (1.00%)$3,500
• Prepaid interest on Note #1None modeled$0
• Tax escrow deposit$0
• Insurance escrow deposit$0

Stamps + intangible $6,250. All-in with title roughly $13,478–$16,808, buyer-paid as customary. Miami-Dade single-family deed stamps are $0.60 / $100; non-single-family $1.05 / $100.

Note #2 is serviced by a licensed third party. Form 1099-INT and payment history annually for the seller's Form 6252. Tax and insurance escrow so a tax certificate cannot prime the second. Hazard (and flood, if applicable) with both lenders named as mortgagee / loss payee in priority. Servicer on this file: TBD — licensed third-party required.

Florida is a judicial foreclosure state. No self-help, no automatic reversion of title. A contested action can run 12–36 months depending on the county. Underwriting, servicing, and escrow exist to catch problems early — they do not replace buyer selection.

Balloon disclosure is required because the final payment exceeds twice the regular monthly payment. Counsel confirms the controlling statute and language for this structure and county. Usury caps under Chapter 687 are generally 18% under $500,000 and 25% at or above. Stated rates on this sheet are below the cap. Have the attorney cite the specific subsection in the final documents rather than a memorized number.

Before closing, Seller's CPA confirms in writing: adjusted cost basis and gross-profit percentage for Form 6252; that any §1250 recapture is recognized in full in the year of sale (cannot be deferred); that Note #2 meets or exceeds the applicable AFR for the month of closing; and whether kicker payments are contingent installment-sale proceeds under Treas. Reg. §15a.453-1(c).

1. Clean title search; owner's and lender's policies bound.
2. Simultaneous funding of Note #1 and Note #2 at one Florida title table on the same day. Split dates are a hard stop.
3. Recording order: warranty deed, then Mortgage #1, then PMM #2, then ICA / kicker memo.
4. Intercreditor executed before the warranty deed records. Not yet marked — this sheet stays red.
5. Senior written commitment consistent with this sheet; Intercreditor executed.
6. Seller's CPA confirmation letter (AFR, installment sale, recapture, kicker).
7. Verified NOI documentation delivered.
8. Florida-licensed real estate attorney drafts Note, Purchase Money Mortgage, Participation Agreement, Personal Guaranty. Seller's independent counsel reviews.
9. Third-party servicer engaged day one (TBD — required); insurance bound naming both lenders, loss-payee order lender then seller.
10. Funds held and disbursed by TBD — licensed title or Florida attorney trust, not by SSDF Inc. or StackDesk. Cash-to-close is the check the buyer brings to that table.
11. Documentary stamps and intangible tax funded. Balloon disclosure in the note.

This term sheet is a non-binding expression of intent only and does not constitute an enforceable contract, loan commitment, or agreement to sell. Governing law is Florida.

Exhibits: (A) Legal Description; (B) Form of Equity Participation Agreement; (C) Form of Personal Guaranty; (D) Seller's CPA Confirmation Letter; (E) Senior Lender Commitment Letter. SSDF Inc. builds StackDesk. StackDesk does not take deposits, originate loans, or close title. Funds are held and disbursed by TBD — licensed title or Florida attorney trust, not by SSDF Inc. or StackDesk. Cash-to-close is the check the buyer brings to that table. Stripe is not a Florida escrow agent. Confirm every figure with a Florida-licensed real estate attorney and a CPA before a live transaction.