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R-2016-4023 - 12/15/2016 RESOLUTION NO. R-2016-4023 WHEREAS, by Resolution No. R-2016-4013, the Round Rock City Council previously authorized the Mayor to execute a Master Development Agreement ("Master Development Agreement") with the Round Rock Transportation and Economic Development Corporation(the "TED Corp."), KR Acquisitions, LLC, a Delaware limited liability company (the "Developer"), and KR CC, Inc., a Delaware corporation (the "Tenant"), and WHEREAS, pursuant to the Master Development Agreement, the City agreed to accept assignment of certain real estate contracts for property to be used for the Kalahari Resort Hotel and Convention Center, and WHEREAS, Tenant is the assignee of that one certain Commercial Contract — Unimproved Properties with Keith Krienke, Mark Meredith and Greg Carter, individually and Greg Carter,Executor of the Lisa N. Carter Estate (the "Krienke Tract Contract") consisting of approximately 155 acres of land as more fully described in the Krienke Tract Contract,and WHEREAS, pursuant to that one certain Assignment and Assumption and Lease-Back Agreement (the"Assumption Agreement") approved by the City Council in Resolution No. R-2016-4014, the Tenant has assigned said Krienke Tract Contract to the City and the City has agreed to accept such assignment, and WHEREAS, pursuant to the terms of the Assumption Agreement, the City Council wishes to approve and authorize the purchase of the Krienke Tract,Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor, City Manager, and/or the City Attorney are hereby authorized and directed to execute on behalf of the City any and all standard closing documents appropriate and necessary for the purchase of the Krienke Tract. 0112.1604;0368948 The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 15th day of December, 2016. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: <4'� SARA L. WHITE, City Clerk 2 i 01 EXHIBIT «A„ datlwpsC ilwer+rlDwlkn rrrnvdaloaµtmhmMdll�1MV01•I35763331.1.2aIt i TRXA,S.A,5SOC1AjoN OF&ALTORSO COMMERCIAL RCIA[,coNrRacT 4 UNIMPROVED PROPF.RTY � lIdBOF1!116rOgy8'rFMOh5119QMEliO UROEftsOFOFHW-YOA6t9f6NDYr.1lMpfilCU1, opus AUNk9rn WMA LTW",IAI,1114 t 'i. PARTIHS. Seller agrees to sell and convey to Buyer ftta Properly desoribad In Paragraph 2,Buyer agrees to buy the Property from-Seller for tha sales price slated In Paragraph 3.The parties to this oontraet are: t Buller: Ke3kia Krt IA9. X4Xk tdexadxth and O"cr j Or 3ndjVidu8jW and Greg _Car_tftz2, &taolator �>! 7 sEa M Carkax TAe�ata 3 Addraes',3.8Ui oAt Palm Va11cy1J1Vd..jjQundRock, 78664 Phone: E-mall: Fax:_ Other. Buyer'1M_Anauilsiiinl3a x,re a Ac►3s1t {r 1;TMti+ �3.riklilhv Qomya Addross:,R.Q. 7aox 890kRraone n w a , I T its}, a 1.rZ 84fl6„� P110110:1000) bharma9aaxl�v.aon Fax: Other,m�arlt�I kxxlahari ens 2. PROPERM. A 'Property”means that real propartyelluated in� 3eo1 _- t��3 ��DI1County,Texas at nasRnLn Raolfa k4--U-Q§5 (address) and that is legally described on lha(tiaohed Exhibit or as follows: 1 143,2159 Aorab, )[older Survey, and 12.93 maven T*Aeoh Marehall survey, t , I 1 Williwason Counter, xoxae, bosoribed in a dead of seaord in Slide � 2006113854. 13, SalleryAll sell and convey the Property teaether with: j (i) all rights,privileges,arld appurtenances psrtelning to the Property,Including se}fen's right,tills, and =. Interest In any minerals,ut lllles,adjacent streets,alleys,strips,gores,and rights-of way; s (z)Seller's Interest in all leases,rents,and security dsposlls for all or part of the Property;and 3 Seller's interest in all llcenees and permits related to the property. E (Desorlhe any exception,%reservations,orresidotfons fn Paragraph 12 or an addendum,) �. (ifm1neraf rights am to be reserved an appropriate addendum should be affaohed,) � r i 3. SALES piiiCE; A. At or before closing,Buyer will pay tits following sales price for the Property: $1.0,505,058,00 (1)Cash portion payable by Buyer at closing .......................... ' (2)Bum of all financing described In paragraph 4 ,,,, ,,, ,,,,,,,,,,,,,,,, $10,505,058.00 1 (3)Sates price(ourn of 3A(l)and 3A(2)) .................... ..........$ ----- ' 4 (M-102)4.1.14 5I Pegelgi13 SUmm11COrrmero111rndulUldPrapat{ra,1a%2DQ11hc4mTt0rtotm Kodt,1'X78681 (t i P1wh1;(sa2}L14.470? Far:(512)U4,9319 lunaris Kunkokssk r j 15odxaaMikepsarrebJdplv,k 1677OF7Aw,f,Wrt6d,f,n,ef,lat45�,MP}M w.,,dd�.ffi Z,, � 1 I i 1 i s i d�!'aop,+gnuurevnUudorc tr,vx.&,}zp.<«„nrv�/rannmwnlat•I357es331-�aali 3801, &- PA U4 V1111GY, 156.5138 nares, Round CommorololGontraot-UnfntpravodNopotiycottcoming _. ttogk m}( 78665 13. Adlmlm.g Ug—,7flLfl&P_c1f�;(cheok(1)or(2)o)7ly.) Q (1) The 80108 price will not be adjusted based on a survey, ---(�� 0 (2)The salss price will be adjusted based an the latest survey ebtolned under Par ` f ) 1110 salas price Is calottiated on the basle of$1=5a= A ,ss (1� square foot of M total area Cl net area, ,397 � f3I aara of 0 total area 0 not area. , 1 (b) 'Total arca” means alt land ares vfiihin the perlmeter boundaries of rho Propgrty. %et area' moans total area less any area ofihe Pfoperty within: f Q (1) public roadways, } ❑ (1) rights-o6-way and m3emento other than !hose that dfroolly provide utility services to the t Property;And t ❑ (in) 4 (c)1f-t#ree-sales-pr{oa•ts-ad}uoted-by-store-than g6-e€-#bio-A(ateF#-sates-pf{ee�{#�er-p{tl#� r may# fnate€hie eefjtfaet fla�+ldlrtg t+vf#tlarrnoi{ae te-the airier pef#y�vitp}n dwys r z aRet�tHa#erralaaNng sA} roeaWea tt�e euweyt!rt0ltt�oF pst y ter area itt}e$et3lfaet-eHf-1h varianaa-le-loan-##tan-iha-stated-per�ar�taga�the-aEljuolme�t-tg•tf�e-ealeo-pdee-w1lN�a-rrfade�e-the f E gat3h-pettier;-ef-#he-sales-yr{e�yab{e�y�tlye� �. �INASJstAl6r�yar�vAl-flraanse-fE3e-pert♦err-o€€iilta-sales-}baa-under-Raragr�p}�,�(�?}-ae-foNowaL ❑ A. a e>L3nero t#ilyd patty!sane to the ictal arneaf� e1$ t Thle e [ot! ? !� (1)is eontlggont upon Buyer egtalniR�third parry-fjnaae�tff; j q 2 4a-eeattrtgor�t-t+pen-BNyar-ohtalnf --patty-�r�nsktp--ln-acaoerdenea-wfih--rite--attealted- I � Ser�toratal-�af�tr-set-;:•lnanalrt�,A�de�ua�-{=�t�-9&1-): I ❑ B. ,91�In eeserctanae'vltlrtle attaeled Cyemsnerela} t�kae#f!f}anelfth Addendum Buyer-will-asstsfns-tl�e-oxlaiing-pfernlssel�ete-easared--by-ihe,'�repedy;whk�h-bAlar�s-ctt-nlosln®-wli6 Y ❑ C. �ll��l :�tte�eltver�--ef-Q-pwrnls4et�eta-anti-deed-eWr�ts�-ta--�t�ltar-under--rile-terrtte } o>'-the--attaehed—GolHmefefal--'Geatiast—t�faape{n�—,q�anda,��'"n�.,-,�a,�,�;}--{l�--tie--ar�oant--e€ � ti. EARNEST MONEY,, � t / 1 l t & Not tater than 3 days after thu ofifootive date,Buyer must deposit$t;e,npop as eameat money f wilhan o} (tRie company) at 1. are8t3 PAzti-Hay,; if Buyer falls to timely deposit the eumest money,Seiler may terminate this oontmot argxorels(o-ap e5 -6eile�e-et#tarrenredfst�-trader-fiapaprepl�t�-lay-prevldkrg-wrttt©n-neEtse-�0-0uysr-}�efere$uyar•de$ssite. � I tHs-Aartteet-rfrttney; � t B. WyAr-wilt-depeslt-an addlNenat afneunt et$ wlN�tt3&klle seft��at to a rfiado �eFt)apt!}e-ear�test-r�ansy-eRor�fe�: � El (il) ��Itt to tenrtlnats cruder i�ragrap#� � i i buyer--wlR-be--lr�e#'suit-lf-Bu+}e�falla-#a-�iopoelt-she-�tddlNaaat-�t�eanl-rear+Trail-�y-ti�ls-#�ef�grapH-�$.. { witHlfl�laye alter 9aflo�taEllas Bayer#hat E3tryAr krwa rtat tit4te{y��fesikgd#Ire additleftal ametfnt. (rAR-1002)4-1-14 PBpe 2 of 13 1 !'raWwdxW,d�[-m•Aty?;pt�ph iKGtOriS,m6ti+ita,dRe,cc,btitrJScn�tIm mn+nhtooar i Kttnrc I SS Au i I c 1 i JnllC-np:•igndUrc vnlRCafon;,ra;:JaUL•:p.aecv m�+Nriflw;ivnr0:•I)L7f,$33 Lt43 f? 3001 E- Palm Va7.7.ex, +/- 185.5139 Acres, Round Comrnorolal Qonfraci-UnImproved Properlyconeomin0 Road ��X 7C�66� C. Suyer may Instruct the title company to deposit the earnest money in an interest-bearing account at a f federally insured On Institution and to credit any interest to Buyer. S. TITLE POLICY AND SURVEY; € } I A. a olio : F (1) Seller, at Sonar's expense, will fumish Buyer an Uwner's Policy of Title Insurance{the title policy} i Issued by any undenvriter of the title company in the amount of the sales price, stated at or after r closing,insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in wriling; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. 3 (2) The slandard printed excepticin as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or proirtlsfons, ar any overlapping Improvements: (a)will not be amended or deleted from the(Hie policy. i IM (b) will be amended to read"shortages in areas"at the expense of IM buyer Q Seller. I (3) Within-15 _ days after the effective date,Seller will furnish Buyer a commitment for title insurance (the commitment)including legible copies of recorded documents evidencing title exceptions.Seller ' authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. B. u A :Wlthin,-4,5 days after the effective date: ® (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to t Seller. The survey must be made in accordance oath the: (t) ALTA/ACSM land Title Survey standards, or (ll) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition,seller will relmburse Buyer (Insert f amount} of the cost of the survey at closing,9 closing occurs. (z) SsNer t-senei'e a erie; Yin arntst 3t+y+Qrn t� f tHo-Neper{ir desert ca€#er-the effee€fve-Mata- e-suwey-made-ire-eeserdanse-yiit� , AIAGS,14-1 a it1 �il�xas-Seetety-e�Rrefessionai-Suwsyers'--standards-ler--a-�ats � e}�-candor--tiro- s apprepr�ate-sand{Hata; �rY--�A--stew ( ® (3) seitc�--will-dt�tts�e�-to�tayya�and-fha-title-serepaliy-�-irtte-efld-sept'-e+�l �st-r�eept- � suwey-et the-t�reperlylet wtttt #id��ulry-the-title sem�yartl+-€er-apprevafwe€-the- t exleting�Elwey:-t�#lae4-errlstln�-sawey-is-rat--aseeptable-te-t}�e.�Ifle-eempagy,�-Setter;st-�Ner's- e�pense,vtlllvebtair�-a-new-car-u{�ciat{s��-su+�aY-k'��t�b1e-to--thy-tit#o-aor� � asaeptab#e-sttr�ey-te-t3uyor-and-tl�tlft�eer�lppny-within�aye�er-�ellera'es stl ece-t4��a�- ®x-iaYting-et+r�rey-t©-s�a�asseplable-ic3-ttie-tdtt�+-sornpany:=F}-ie-sisstl�g-�ate✓�ill�is-olftende�aife i �8-days-t#-Necessary-far--,So{ter-•te-dative+'-an-�ssc3ptgbte-s�ve�r-><l�tt�rir�a-urea-realuir��i�yer-�iN r- a mtea��n�leasing-eaerars: ��ean�-af-the-eaat�f�ie-new-er-apdated-st�o}� C. l3uvar's 03jectlons to the(; ►+�n�itment and Sunley: { i (1) stain days afteryer-ra3oolves the oerjrmit€aent;copies e€t#cct�rcurnents-evldsncsirtcf-t#c3 j le-a;4sep;torisnr�-etiy�eritrire-d sur�tey�B>iyenrybjjeet-(F1 wNtfng-tetters disvlesed-I -tho- i tEefns-r#--{�}-the-rnatteFs-d}set aced--a r-a-e-restdetisn-t�par�e-•Preperfy-er;-sonstifsale-a-c-tefecf--oF elisur -•te-t+tie-e�e�tfian-t#zese�er-aNtta�-cs�raet-er-Nems-#hat-Seller--�r�lll-satisfy-at- I elesing-er-f3t�yor-will-assume-at etesit�;er-tb)-t}tie-Itenar�-shetiv-that-at�y-par�e�tta;-Srepea�#y-fieein-ti (TAr2-1802)4-1-14 t PE�pe5vr18 � r'rn4%a'dltilA yr+Fc+n�Oh/�,�cg,t' 18410 nItCMlhlfe r�fd,FtO,H,MkK4a�Yx7to Wr..v Ilei 3 Krcdc 155 Acr i! i i i 1 i 1 dntloops:fnalet,verfqullunnr:a•Jcna:pwrnrrryntnlr.olivn+L't 13:)G:3i1• ei2 S If i i i 3801 E. Palm Valley, 1ss.sB9 Gores, Round ; Contmerdal COMMOt Unhnproved Propariy Wnceming A 786ss i ei3asl��€feod-H -etas-4can"��r�-ze�ffled--try-��Pl�=t�-1f �g ��{�}-�� St�e�-ls-e"earfrad-fa,rur�lve�#r��n-tfae-'ear#est={f)-�t�ats_-��ayer�-aait�at-�selpt-e#'if�- � et�r�ay;-er-{t3e-dsadfRfYa-o}�ae3tlr3r�l�t�p#�. j F (2)BQ&r-m# ,i3t f6 net fig t8 0�6i3C B�}y9�'8 tint BtfBr-f 68t�Ft3$- tfte--et�setler�tr:-�nE�--slaSing•-a'ate-v�Ill-b� t�•et�•4trs�raa �ravl ot�jssi#e��•-•I€•5sfler-�alf�fa--etre-#he-+sb}e�n�•-�y-t�a..gme..�i�lt�`dx-�ttye fn�te�t€iie- € �rrrta �v#d3ng-vs�#inert-net{c�-t�etiar-�rtthf►a-d-keys-�sr--thy-tl�--by-vdhte�,'��--m�• 1 the o r+sr-t#- ysr-isrtnfrle-sj�srnaet-rnano} aa-anydep�ndeng day_ 1 t?a� '$�},--+�34F-t3a-r8lunttst�-is-�-3uy8r. (3)B�ffar�-to-€(meaty-ebjast-ec-te�lr+ate--us�tiw-d-iia-t �r��ii-�-ftp-arivc��er-ei`-Buyot�-t�- f ebleat-��Eeejst-tit-�+�ysr-��r+il-nvt-�vaivo-#�a-�q�ir�att�e,�e�tla-G-o�ttte-n�r��tltwtant. 7, PROPERTY CONDMON: A.PrssliCin g ott Buyer accepts the Property In Its present condition except that Seller, at Seller's expense,will carnplete the following before closing: i , f r . I B. fiff9 flry Period Buyer may terminate this contract for any reason within —en da atter the { effective date(fesalbillty period)by providing Seller written notloo of termination.(Check only one box.) � 19 (1) If Buyer terminates under this Paragraph 713, the gamest money wilt be refunded to Buyer lass $2 .000,00 QO that Seller will retain as Independent consideration for Buyer's unrestricted s right to terminate.Buyer has tendered the Independent consideration to Seiler upon payrrrant of the 1 amount apadfied In Paragraph 5A to the title company. The Independent cnnsfdarailon is to lie credited to the sales prise only upon closing of the We. ff_M doffar_ M,�,"b� t Para rah 7Bf�1 it�l�1r i faun to i;1 it t Intl, sr dnp� pgl�tt�retion_�ter will not tr ua the fight to terminata�rnshrr s Para rank 78 t 13 (2) Not later than 3 days after the affective date, Buyer must pay Sailor$ _ as Independent consideration for Buyer's right to terminate by tendering such arnount to Seller or Haller's agent, If Buyer terminates under this Paragraph 78,the earnest money vAll ba rofwtded to Buyer and Seller will Main the independent consideration. The Independent oonsldenatlan YAI be aradlted to the sales price only upon olosing of the safe. liar � �nd�r ihka t'sragra� 71� a r. 1 C. � one Stz�Ieg Qr �+sa I� s t 1 (1) During the feasibility period, Buyar, at 84Ayar's expense, may camlate or cause to be completed any and all Inapectimis, otudlea, or assessments of the Proparty Linc luding all Improvetnenle and fbdures)desired by Buyer. 3 (2) Buyer must: 3 (s) em oy only trained and qualli9ed Inspectors and assessors; t (b) nM(Y 381ler,In advance,of whan the Inspectors or aszsasors W11 be on the Property, 3 (o) ablde by any reasonable entry rules or requirements of speller, (d not interfere With existing operations or occupanta of tho Property;and r (e)restore ttra PmPe* to Ifs original condition If altered due to inspections, studieu, or f assetrsmonts that Buyer completes or causes to be completed. (rAR-1202)4-1-14 } Pep 4 of 13 tYwio�whzi�c+ro�bpH�o tarroP?3rrfabikadRus�.A�d fit ruH �ekmn Krmbs135Acr 1 3 I I I JoU�:)1,>unae�•arircation:r:me.datl:•eP.eonuay).r,:iL;df.end)I 1dS76'.7?1:7911 Commercial Coniraol-Unimproved Property conaerntng Palm valley, */.- 155,599 Acres, ,Round (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, llabilfty, encumbrance, cause of action, and expense resulting from 3 Buyer's Inspections, studies, or assessments, Including any property damage or personal Injury. ? Buyer will indemnify, hold harmless, and defend Seiler and Seller's agents againsm t any clai Involving a metier for which Buyer Is responsible under this paragraph. This paragraph survives termination of this contract. D. Properly informatlan: s (1)�livy of Prone o : Within__ . :L5 days after the affective date, Seller will deliver to 3 13uyer;(Check all f atf a (a) copies of all current leases pertaining to the Property,including any modifications,supplements, or amendments to the leases; ' 0 (b) copies of all notes and deeds of trust against the Property that Buyer will assume pr that Seller will not pay In full on or before closing; € [k1 (0) copies of ail previous environmental assessments, geotechnical reports, studies, or analyses made on or relating to the property; 0 (d) copies property tax statements for the Property for the previous 2 calendar years; s` (e) plats of the Property; t (f} (f) capias of current utility capacity letters from the Property's water and aewor service provider; and C3 (g) I (2) Return of t'roMy Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date:(Check all that apply) Iit1 (a) return to Seller all those Items described in Paragraph 71)(1) that Seller delivered to Buyer In other than an electronic format and all copies that Buyer made of those items; Cat (b) delete or destroy all electronic versions of those items described in Paragraph 71)(1) that Seller delivered to Buyer or Buyer copied;and F Q (c) deliver copies of all inspectlon and assessment reports related to the Property that Buyer completed or caused to be completed. E This Paragraph 70(2)survives termination of this contract, E. l;e t : r�tJt sles+ng;Setiar {s'h'ill epera#e tire-Pr ier#y in-the same-rnamems- af-eche-e€#eetiva-eiate�ncter-raasor�iy+-pt�rder�E-b.�^,��Q�„taridalrls;-arid-(2-}-wtJl-net--tfensfer-sr-dtspase. - i aerie-f�repr-' ny interest er dgFiNff t13a Rfepeity r afty tNe�ersar #pre�arty-er-stha� f4srns-•dossr#bed-iA-f�ar�grapt�8-er--ssid�de�f#ls-eantrast:,4#ter-ttra-fieasibiEity-pedad-enr�s;Sei{er�ay- t�at ei�#eHt�te;�rnend;er terminate any a#her�sniraet gat a€fests a eperatl s tl;s-preq�out- �3fryst'-s-v,�{t#eH-appravcai. � U. LEASES, I A. Each written #ease Seiler is to assign to Buyer under this contract must be in full force and effect according to its terms.Seiler may not enter into any nevi lease,fall to comply wlth any existing lease,or 1 make any amendment or modification to any existing lease wilhout Buyer's written consent.Seller must disclose, in writing, If any of the following exist at the time Seller provides the leasee to the Buyer or, t subsequently occur before closing: € (t) any failure by Sellerto comply with Seller's obligations under the leases; z (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets ordamages; (3) any advance sums paid by a tenant under any lease; (rAR-1002)44-14 Page 5 of 13 I rSaMxdxiMzr,Faro2bl��9k tEprUF'>franldiinocil.Fraed,fN<�icn4Ht7?J�wu�Ul_�c� Kmite 155 Act i 9 r t I 4 f do'loep s1a11aiurcvertA(apon7 C1Rv.tTdr1 pW-1In.1Y7vai4ca1h.NIA.19i7(_5:GL4.2P12 3001 R. Palm Va31ay, �/- 755.5138 Acres, Round Comner*(COnlracl-Unimproved Property concominc� - p�kgg g� (4) any concessions, bonuses, free rents, rebates, brokerage commissions,or other matters that$Nett any tease;and (5) any amounts payable under the leases that have beef assigned or encumbered,except as security for loans)assumed ar taken subject to under this contract, B. 90001:Cel it e :W1lhirt �taye a#eHkic�festtve�#ate�eNar wi4t delivaf#e t3uyar ests{�ai sates-signet;not eartleHhaH�— key eas;�-tnan#�hat teases space tn-the-P-raperty-�-he-ewteppat-ser�Iflsatee-must-tsalads-tkrs�dt�sakens-sanEalr+ed-ft�e-earr�t-var�lon- af-TP;-F�;=ori-'39St3-�taterslaf�" rtt-�step�ei--�ertiftee{eaftc�-arty-a�dtttanat-ERfst�cttien�aested- �`��►�3�leflder rsviding flnsncing under-t�aregra}th 4-if t ie-tk�lr ar#y-tender-requests skr additiat�at-iniermativrt--at-}east-�g--tlay�yf�t��t-(fest-date-#Etat-Salter-rna�€tetivet--lfi e-�{grterF. estt�pa}-se#Iflsates. r 9. BROKI-RS: ) A. The brokers to this sale are: j Prtnolpal Broker��? Caiw,meza i rx7 Cnnpomttng Broker: l� ys Cmn,era�n ' YAAUIa Dtwi n Apent;;�xm ao7 oa 3 t Address:2,3t?Q1 Address*20 C]lLf17>tro 1!r J E )aound Monk m}C 7t3fi6 ` 7 Phone&Fax:n12)1sY-(1voa Phone&Fax:,tM707 I -mRll: nae�t(3k soamrnc�xaaan 4, QOfd B•mRil:��1.��lYhV11�.>r`•COrdR1$TC��.t�� Gnm l loanao No., t.loeneeNo.:flb40916 Principal Broker., (Check only one box) Cooperating Broker represents Buyer. tt� represents Seller only. 3 I:1 represonts Buyer only. Ci is An Intermediary between Seller and Buyer. t B. M;(Cheek only(•1)or(2)below.) r (CQRrplete the Agreement Between Brokers on page 13 only If(9)Is selected.) (1) seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller Principal Broker will pay Cooperating Broker the fee specified In the Agreement Between Brokers found below the parties'signatures to this contract. (2) At the closing of this ssla,Seller wflf pay: Principal Broker a total cash fee of: Cooperating Broker a total cash fee of Q %of sates price. ,moo—%of the sales price. 0I o � EJSZQ.�..� The cash fees will be paid in-- County,Texas.Seller authorizes the tills company to pay the brokers from the Sellers proceeds at closing. NOTICE, Chapter 62, Texas Proparty Code, autharizes a broker to secure an earned commission i with a#len against the Property, j C. The parties may not amend this Paragraph 9 vAthout the written consent ofthe brokers affected by the ; amendment. t (rAR•'it102)4.1-1,1 l Pape 0 of 13 i RvdxvdAJltpeotrADty Drlc��c[607d FXJepltmo ncv7.Prosct,lL4Ji{ItiiAW�1 sates lelnr�,nnh t Krentm]55 Acr 3 l Jotlaap slgndkuc�cd:uallo:r:�'n•nv dorruoN:uuvu,w,�rinw tiunlol-135;fi49-s i-•�;a�t 3801 2. I?alm Va;t].ey, 155,889 Aaseo, Round Commercial Contrael-Unimproved Ptoperty concsminp 785 5 10.CLOSING; A, The date of the closing of the sale(closing(late)will be on or before the later of. days atter the expiration of the feasibility period, 17 (spsclfic date). ® �c�a so�aifll ��i�vin+ons m+•~dondu«i (2)��o13}eslier�s r»acre undeF i�ar�graph 6Fave been sures er waived. _ l 3 S. if either party fails to close by the cfasing date, the non-defaulting party may exercise the remedies In ; Paragraph 15. ; 1 C. At closing, Seller will execute and deliver, At 5ellor's expense, a Q general ® special warranty deed. The steed must Inolude a vandor's lien If any part of the sales price Is financed.The deed must convey good and Indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract,Seller must convey the Property, (1)Wth no liens, assessments, or other security interests against the Property which will not be satisfied out of the sales price,unless securing loans Buyer assumes; (2) without any assumed loans in default;and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or 3 trespassers except tenants under the written leases assigned to Buyer tinder this contract. t i D. At closing,Seller,at 8e1ler's expense,will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Properly; (3)to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person exeauting this contact is legally capable and authorized to bind Seller; (5) an affidavit aocoptable to the title company stating that Sellar Is not a foreign person or, if Sellar is a foreign person,a written authorization for the title company to:p)withhold from Seller's proceeds an amount sufficient to comply Applicable tax law; and (11)deliver the amount to the Internal Revenue i Service(IRS)together with appropriate tax forms;and t (6) tiny notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy,all of which must be completed by Seller as necessary. i E, At dosing,Buyer will: 1 1) pay the sales price in good funds acceptable to the title company; 2) deliver evidence Thai the person executing this contract is legally capable and authorized to bind Buyer, i (3) sign and send to each tenant in a lease for any part of the Property a written statement that: �a) aoknowfedges Buyer has received and Is responsible for the tenant's security deposit;and # b) specifies the exact dollar amount of the security deposit: {4) sign an assumption of all(Oases then in effect;and { (6) execute and deliver any nollces, statements, certificates, or other documents required by this contract or law necessary to close the sate. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Fonns Manual without any additional clauses, 11.POSSESSION;Seller will deliver possession of the Properly to Buyer upon clouing and funding of this sale In its present candiilon with any repairs Seller is obligated to complete under this conirsct, ordinary wear and tear excepted.Any possession by Buyer before closing or by Seller after closing that is not authorized i by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. (TAR-1802)4.1-14 Pogo 7 of 13 d F'rod,nxsak.Yz'pr-cvA1Hisaogh BoloFitem►iiaR�4Pmrsr,f.Imrpm4tA2rt x.rrri?�wtmn, KnAt155Acr Ei i l 3 1 3 t i f ,10 It,op signature X.N1if)I•13571,5311.4-M l? 3807. E. Palm Val�.ex, +/,- 155.509 Acres, bound Cammarclel Conlrnra-Unlmpiovod Proyeriyconcetninp 12,SPECIAL PROVISIONS, The following special provisions apply and will control in the event of a conflict with other provisions of this contract.(If Special provisions are contained In an Addendum, Idenfffy fhe Addendum here and reference the Addendum In Paragraph 22D.) Ses attached Speoial Provisions Addendum, 1 13.SALES EXPENSES: I s A. Seller's Mxpepps:Seller will pay for the following-at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, Including prepayment penaltles and recording fees; i (2) release of Seller's loan liability,If applicable; (3) flax statements or certificates: (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure Otte objections that Seller must cure;and l (7) other expenses that Seller will pay under other provisions of this contract. €_ R. BuyeO FIWPnses:Buyer writ pay for the following at or before closing: 1 all loan expenses and fees; 2 preparation of any deed of trust; t (3) recording fees for the deed and any deed of trust; (4) premiums for flood Insurance as may be required by Buyers lender; � (S) one-half of any escrow fee; 1 (6) other expensoa that Buyer will pay under othor provisions of this contract. j 14.P'RORATIONS: _ A. flens: t (1)�nterast-en-arrg-elosln �faa ate{ov, �,=tend-a��arase-rei�tt3ursements-€ro►r+-tei}aate-Evill-ba-• 1'4h' edt�reg (2) e Anteune€ac#�,aiar€ ss fer-tk►ear iFw.+ijlsf�t�s-sate sloe>ee Ieet avalit�h}s-ep-the L eswhiatle-siesec(3) depsr*s4elc#-S�y #fie-lender fox fh a}vrlent-ef-takes;-lastrFa►�ee-pret�Iftt s;ar�ck-e#He� '- sttar�es-tc+-Buyex-tet-staling-and-i3ttyf;r--E+tilt-�imtit�ras-st�sfi-ernflunlc-�o-Sellex-ley-an-apprapriake- adjustmeat-et-olaslr�. 1 i i3. ette�sf�at�ges-ttaese�4fahe tea befc�ra-eteslt�-eHf denial-eta-special- �+aluaHa�-tom-tip--fareperfy-ctairry�t{gr-->•esHtts-It�ssessmeat-ef-�it+stiaNta�es;-�r3aRlea;-•er- ir�tereat-(a$sessrnet�ts)-far-puede-bafer�etestag;4k�e�assessmeflta'-avili-13e the-ebNgatiera-of-t#�e-Heifer:-l� 5 t#ls-oate�r-�3tiyea's-ttse<ei-t#rs--Rraps#y-agar-stes.It�g-results-ire-acfdRlenai-ascusstnaAts-for-}serlads-bet f alesing�#e-assesamc=nts-wills•#ha-ebNgatlett�f-f3ttye>:-a'-his-taare��;-;�;�;wlves�lesing. ) C. R n and Sflcitrily Dapasits:At closing,Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after clpsing: prepaid expenses, advance rental 1 t (FAR-1002)4-1-14 P8n6 a of S3 , Pad ilss?hr;D>'oo-rAb/ziPSr+T;M1aFP.ftnMbRoad,Fiva.Ktb;Danom trmrckltc ,w� t Krcnke ISSAct i I I i i I f I 1 4UIl TJ�1 s�n;latel'11P<2l'011:r/:;::.t1gtOn,laotlsNfl:f,lf cLtlO,/Cl•('.5:4`dii A)E1! i 1 ' 1 i 3801 3, 1?a1m Va11aY, 155.598 Mroe, RoMid Comnttmw 0011truc1-untmproved Peope4 conoeming i payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the mciplent to tie party to whom It was prorated within 5 days after the rent Is reoelved.This Paragraph 14C survives closing. 3 1S,DEFAULT: F A. t#tit -taloa to-nsn�p{y .�t#tis s9nteattyer-l+ #netafult-ander 4Yi�l;#ut�##�}&��fs�6f�+�l--r9&8{tom#lie-ASR��.�tfi§eii0y�-Rir-{{�kfjE�f3�ff`t-dt�tiF3$4�t�#�C—�fi�811 �- i_ a3rsvp�r--any-daw�g�e-,rsaul#lF�--#your-�t-ryoi�e-#��p��sn�t�dleat�$eoof�t�a-{w-aeea�aHse�,��l�i- �e►, , pl�,�fc�)-t'v#ifo!` ^filler-tnray-punier-er• �� ar�rae-epe��l{lc�--pe�nerras�r--seely-susl��t#oaf-FelGaf-aa-niray-t;s-grovids�4-tyy-law:. t3_ #f,--cvll�uultr-1�r�1{er-;�-trnat� ln-Oho-##nta-alta}a�sr�te��o{lvoc-#be-cjetafsp�-ear#t#lr�s,�sut�ey-sr-tip- eani te",Waf-rnay: 4 (i) +} -title-caontfnd-sae{veers-ealst-�i3eaeydes--aE'i}t-lfrdep$nderat-cnnsk�at�#la�-�r�tc�- �� 1�,-ort-{{�ul�ts�-Mania$a€F-arrd-&er1:3t3ye�9-etdc�-tet}1eft ' { (2)oWon�ldrna i ta. �l�tud lr+-C� rte fapt 5 ;if sailer falls to comply with this contract, Seller is In default and i Buyer may: E (1) t4n111nate Oils contract and receive the earnest money, lose any Independent consideration under I Pamgraph 78(1),a9 Uquidated damages and a's Buyeeo Cole remedy;or (2) enforce apeclfic porformanco, or ank such other relief as rney be provided by law,or boar. 96,C-ONDIEMNA7 ON: If before-closing, condemnation proceedings ars commenced against any part of the Property, lduyer may: A, terminate this contract by providing wrlHen notice to Seller within 15 days after Buyer is advised of the condemnation ptocesdinga and the earnest money, 1089 any Independent consideration paid undor Pargmph 713(1),will be refunded to Buyer;or r B. appear and defend in the condemnaltan proceedinps and any award vAll,at Buyer's election,belong to: €9 Seller and the,sales price will be reduced by tho name amount or S 2 Buyer and the Bales price will not be reduced. 17.AX°iGORNE VIS PEN: if Buyer, Seller, any broker, or the No company is a prevailing parry in any legal promeding brought under or With Mallon to this contract or this traneaation,auM party is entitled to recover i from ilia non-prevailing parties all costs of ouch proceeding and imsonable attorney's fees.Thin paragraph 97 survives termination of this contmat, ifl,ESCROW: i A. At clos)ng, the earnest money will be applied bort to any cash doom paymarrt, Otter to E3tryar'ct closing gists, and any oxcesc wlil be refunded to Buyer. If no dosing occurs, tha title oompany may require j payment of unpaid expenasa Incurred on behalf of the partlao and a vAitten relsnse of llabliliy of the title company from aH partlas. i B. If one party makes wrhten domand for the earnest money, the'lttle compsny will give notice of the t demand by providing to the Other party a COPY of the demand, if the fide company does not recelve written abjection to the domand from the other party within 15 days after the data the title company sent 1 the demand to the other party, the thio company may dlsbume the 4aflte81:money M the party maldng i demand, reduced by the amount of unpaid expensoB Incurred on behalf of the party recelving the oamest money and the title company may pay the Game to the creditors, (TAR-1802)4-1-14 Aega 0 of 13 stvo.,xay.�d�Srcmr�t,�E,��arrorr�u�orm�•.��...r,t�t,�,�za c - KnntierS3Aor 1 S t dodo..^.p stytarure sedfiw Itun:t'.•rrr uu:ao ap.<rnv.nprJtdfa eumdUl•:357t„3r;:L t? 3at)i Ci, PalA Valley, �/a 15g.S89 Ao eo, RoUiad Gommerctal Contract•tJnimprwad Property consuming qua �X 7tt 9f . _ _ C. The We company will deduct any Independent consideration under Paragraph 78(1) before disbursing any earnest money to Buyer end will pay tha(dependent consideration to Salter. D. If the We company complies with this Paragraph 18,eaoh party hereby releasee the title company from all Balms related to the disburssi of the earnest money. E, NO1.10DO under this paragraph 18 must be sent by certified mall, return Mealpt requested. Notices to the title company are effective upon rooelpt by the title company. F. Any party who wrongfully falls or refuses to sign a release acceptable to the title company within 7 days Atter receipt of the request w111 be liable to the other potty for ilqu}dated damages In an amount equal to the sum of: (I) three times the amount of the eameet money; (11) the earnest money; (iii) reasonable attorney's feces;and(Iv)ah costs of euit. C. ® Seiler 0 Hoyer Intend(s)to complete this transaction as a part of an exO ane®of like-klnd propanle,o In accordance with Section 3x31 of the Internal Revenue Code, ae amended. All expenses In connection with the contemplated exchange will be paid by the exchanging party. The other party will not Incur any expanse or ilability with respeit to the exchange.The parties agree to cooperate fully and in good falth to atrango and consummate the exchange so all to comply to the maximum extant feasible with the provisions of Section 1031 of the Internal Revenue Code,The other provisions of thi® contract V41 not be affected in the event the contemplated exchange falls to occur. 19,MATERIAL FACTS, To the best of Sallers knowledge and bellof:(Check only ow box.) ® A- Sallor to not aware of any material defects to the Proparty except as stated in the attached Commercial Property Condition Statement(TAR-1408), ® 13. except as otherMse provided In this contract,Wier is not aware of: ((1 any aubsurfaoe:structures,p1to,waste,eprirlge,or improvements; (2 any pending or thrdatened Iltlgation, oondemne lon, affecting the Property; (3) any environmental hgxards or conditions that materially affect the Propetty; (4) whethsr the Property is or has been used for the attorage or disposal of haardous materials or toxic waste,a dump alto or landfill,or any underground tanks or containers; (5) whether radon, astiestos containing materials, urea-fiormatdohyde foam Insulation, lead-based pand,toxic mokt (to the extent that It adversely aifesto the health of ordinary amupsntu), or other poitldants or rantaminants of any nature now exist or over existed on the Property; (0) any wetlends,as defined by federal or stato law or regulation,on the Property; 1 (Y ($� any threatened or endangered specks or their habitat on the PmpBrty; any present or past Infestatiarr of wood-destraying Insects In the Property's tmprownente; (8) any contemplated material changes to the Property or surrounding area that would materially and detrimentally aflsaot the ordinary use of the Property; (10)any condition on the Property that violates any law or ordinance. (Describe any excepiro"to(1)-(9o)bt Paragraph 12 or an addandum.) 20.NOTICEZ: All notices botwo-en the parties under thla contract must be In witting and are ef€octive when hand-delivered, malted ley certified malt return Mce;pt requested, or sent by facsimile transmission to the partial addresses or facstmlia numbers atated in Paragraph 1.The parties will sent.[copies of any notices to the broker reprossenting the party to whom tho notices are sent. ® A, 601ler also comento to reoelve any notloes by a-mall at Seller's o-mall address stated in Paragraph 1. M 13. Buyer aloo oonnents to Mraelve any notices by e-mall at Buyers e-rltall address stated in Paragraph 1. � e--agr�a-ta-nage#iatt��n-ffsetf�lt#a-in-a�-off$;t�t$-rsatrlve-any-�ts�t#2- ffll��S�'-t0-tti{B�i�4�tf-£,8t-t�F"¢.--,,,,.r'y-it;,net—iT-t�fi8•-ti��I3li��J-ctltnH0�i49-ff�'f}lV�'�y-•tiQ �l E}6-#�Itlt- rt�lt�#a-c�,sp�te#�tati�-Moro-resetting-fe�rhitr�srt-er-IiFtg�lgn-atrd ,l-squat a F (TAR-1 609)4-1.14 Pago 10 of 13 PruQxd>5�t,�#ur�ty�Sot#caewotrsrntav sma�a zr� KM04155Aor 1 i 1 dUL�Jtt(:;!�i7.7PJrQ ticrlA<adcr.:C7dY:t!o!an•j,inWluyl.rnEfallwUpr•3 i}1L!.9 i1 4•it7; 3801 E. palm Valley, 155.569 AcrOB, Round Commardal Carntracl-UnImproved Property concemrng - itoolc —X 78665 u{cl)ystable rsd(atar T#i6aragrgla t}ut )t'as tesfnalle►ref-lids sealrastte par�pyas Aet-j3re8)HSG-'-�-�&r#j�fr(��SB�i1R�-EE�if�lble-relk'�fr6ri4-8-66i�F�-ef-G9fi1�Ot@ftt-�k#F)6d(sti&fi}. 22,AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heira, executors, representatives, successors, and permitted assigns.This contract is to be construed In accordance with the laws of the State of Texas.If any term or condition of this contract shall be held to be Invalid or unenforceable,the remainder of this contract shall not be affected thereby. t B, This contract contains the entire agreement of the parties and may not be changed except In writing• C. If this contract is executed in a number of identloal counterparts,each counterpart is an original and all counterparts,collectively,constitute one agreement, D. Addenda which are part of this contract are:(Check all filet apply.) I ® (1) Property Description Exhibit identified in Paragraph 2; CI (2) Commercial Contract Financing Addendum(TAR-1931); © (3) Commercial Property Condition Statement(TAR-1408); (4) Commercfal Contract Addendum for Spacial Provisions(TAR-1940); Cd 5) Notice to Purchaser of Real Property in a Water District(MUD); 0 (6) Addendum for Constal Area Property(TARAOi6); ) 13 (7) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway(TAR-1916); f 0 (6) Information About Brokerage Services(TAR-2501);and ® (9) Spacial Provisions liddendum (AWO:COGnsorfortho TomasAssociatron of RFALTORSO(rAR)has dotam*ad that shy of thotoraWnp arklonda whrab are promttrgotodby tho Tomas Roat Esteto Commission(MEw orpuhahed by TAR era appropriate foraso%yM thisform.) E, Buyer: Cl f W g may-ret-asslgt7#itis esntreet--if t�yrer asstgns t�#s-e8r�f�ast;Bayer-w{ff bs reflevad I� of-afly-Mare-tiablltty 'st�)s sontrot enty tf-tt�eestgnee flsctess tri-wt##(roll-gbltgatiens and- E #iafiiNtil-sf-Sttyar-trru�er-this�trael. � 23,TIME, Time is of the essence In this contract. The parties require strict compliance with the times for f performance, If the last day to perform under a provision of tills contract falls on a Saturday, Sunday, or legal holiday, the time for performance Is extended until the end of the next day which is not a Saturday, f Sunday,or legal holiday. t 24.EFFECT)Vle DAT E: The effective date of this contract for the purpose of performance of all obligations Is the date the title company reco)pis this contract after all parties execute this contract, 26.ADDITIONAL.NOTICES. A. Buyer ahould have an abstract covering the Property examined by an attorney of Suyer'c selection, or € Buyer should be furnished with or obtain a title policy, i B. If the Property Is situated in a utility or other statutorily created district providing water,sewer,drainage, s or flood control facllitles and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating fo the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. , i C. Notice Required by §13,257, Water Code: 'The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to t provide water or sevver service to the properties in the certificated area. If your property is located in o certificated area there may be special costs or charges that you will be required to pay before you can (TAR-1602)4-1-14 Page 1 i or 13 Pfodno<itcM�fpFumgty7rpLcpk7ullOfM.o:nillvrlasl.Fm;zr.Nwi !a9U?D rn+waaLoohmn Kceeke151Au i t i t I doIloop de r;d!i:e :rTw,:n:r.•.,,uv:'e!'r.:,•rr nu•:4c;rhrd.;•:4!' 11':145'?...Si7 8801 13, Pay Vaj)'e'y, +1. 7 TiB,�8A �oxet3, pm=d Comm©rual Coramci-unimprrved propaaycancarW(10 receive water or sewer service. Thsro may be a period required to conatruct lilies or other facilitlee nsceasary to provfdo water or 0a3trrBi' service to your property. You are aduiaed to determine If the property is in a certiRoated area and contact the utility service provider to detannine the cast that you will be requirod to pay and the period, If any, that Is required to provide water or effivor service to"your property. `Etre undersigned purchaser hereby acicnowiadgras recofpt of the foregoing noose at or before Me execution of a binding contract for the purchaeo of the sial property described in the notice or at oloaing of purchnse of the real property."Vie real proparty is deaortbed in Paragraph 2 of this,contract. D, If the property adjoins or shares a common boundary with the tidally influenced submerged fends of the &tare, §33.136 of the Texts Natural Resouncen Code mgslrea a notice regarOng conoml Bret%proparty to be included as part of this contraot, E. if tho Property to located seaward of the Gulf IntmooWai Vtrate3rvmy,§61.{)25,Texas Natural Resouro®s Godo, requires a notice regarding the seaward lowtlon of the Property to be Included as part of this con"ct, F. if the property la located outside the ilrnits of a muniolpality, the property may now or later be Included In the extra-tordlorial jurladicllon (ETJ)of a munlclpailty and may now or later be subject to annexation by the municipality, Each muntcipallly maintains n map that depicts ita boundary and ETJ. To determine If Hie properly to locatVd Mhin a municipality's E"fJ, Buyer should oontect ori municlpallties located In the general proximity of the Property for furthar Information. G. Brokers aro not qualified to perform property Impactions, surveys, enginesring studies, envirottmsntai assetuments, or InspwAons to determine compliance with xonlrrg, governmental regulations, or lam. Buyer should seek experts to perform such ssrvI08B. Buyer should review total building codes, ordinances and other applfeabla lam to determine their affect on tf a property. Se"on of experto, Inspectors,and repairmen is the responalbility of Buyer And not the brokers,Brokers ata not qualified to determine tt}e credit worth1nsso of the parties. 2$.CONTRACT AS OFFER.,The execution of this contract by the first party constitutes an offer to buy or sell Me Proparty,Unless the other party accepts the offer bY 5,00 p.m,,in the time zone In whiter the Property Is Iocitted,on?�+ sore ,the offervAll tapas and ba-come hull end void. READ THIS GOIltYRACT CAREFULLY. The broken and ugentta make no ropreaentotion or recommandemon os,toem 10PI sumafancyr legal offett, rrr tax conasquences of alta document or traneaction.CONSULT your attornzy SUORE signing. r z r z i 3 (TAR-1002)4-'1.14 r'4g41E 093 s Pyr a�sti, 9,x�r�s ,ky.rc<uaR ra�rto F Jrrrch ,eery r r s�A Krmh resod F 1 t t i t I dadoopzlpUwrcVTI M I.4-U0 tt t t f i 380Y E. Palm valley, ¢/- 1.55.589 Ames; Round Commarclal C0171160l-Unimproved Property soncerninp , t AGREEMENT BETWEEN BROKERS (uso only if Paraprsph 98(9)is efiechI FPrdi,nc1pFd agrees to pay (Cenperaiing Broker}a ncipal Broker's fee is received.The fee to be paid to Cooperating Broker will he:,or i C3 %of the sales price, or %of the Principal Broker's fee. a The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee al closing, t This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: 13001 8rokor. I t By' - - - By: r z Merlin 1 ester ATTOIJNi~1'S } Seller's ctltorney: i3uyer's eilOmOy' 13ruae rrarms/Axletir Drynel son Addross: 213 est 8th Street Oo r _Georgetown, exas Agdross: 2 1nrst t•5+ �?n gt; Phone R Fox:512-891-4525 _tJY Phone&Fax(60812 3-GTS4 3 E-mail: mIester@tfatiyco.conY E-mail:bharms a 1 ax ey.com J Setter's attorney requests copies of documents, BUyer's attorney requests copies of documents, } notices, and other Information: notices,and other information: ; M the title company sends to Seller. ® the title company sends to Buyer, t M Buyer sends to Seller. ® Seller sends to Buyer. i ESCR®W RECi;IPT RTin 1410 company acknowledges r celpt of: , the contract on this day Gg 9 •��E!E (effective date), 1 Q B earnest money in the amount of ____ in the fomt of r on _ 7ilie company: Q7"bPV i py. phone tl,rraxxL-S� ��— -3 y �- Assigned 01e number(GM): 1'I ! t i i i i. (TAR-1402)4-1-iq 1 Pogo U of 13 j Pm�va�iw?l,slpi�m�b/aytcj�180TOF� 1nHRn,d.rawr,l.ta�w,aema r g Krrnko155Act 3 3 I 7i f (s 1 I duUanp agnaw,c vtri(trclimr.:;:a;dodo-ap.t^nitnV'��'��o�•'+u Ltq)Sit;33t:1:'NN Approved by the Toxen Roel IZOM COmmloaton for VGiuntary Use 10-10.11 Tsxas fast'requires aU n?©1 valeta tfsartsaes to give the RsUawkrfj tnlnrrr7slForr ebppf brakerags sarvlosts to pranpac,'fva buyatrt tenants,seb'ara andtarrd'ordx Information About Brokerage Services FVMNzk afore vrorklnn with a real Calais brokor, you Intomtodlery.The written consent must olato who emit should know that tho dubs of a broker pay the bm%or and In�uoua bDid or uncle lined dopond on whom the broker repreeunlo. If pprint, Cat forth {fte fxa a ob! as an you ass u pt ronpscllva sellar of landlord lntermodlary, The broker Is rat lti to tract oadt (rx++rta*or a prospodlvo buyer ar turtant(bgao,you party hanesliy and #Clrty and o comply wrih The ehartld knave that Ute bmkor who flats the property for f0m Real Rialto Lli;rrwo Act,A broker MD oda as We or leave to the iweners anent.A broker veho ade on Inlermadlary In a traneaotiam nn a a tt ropraetrnto the Gruner In eonporattan %Vhh tit»i ng broker.A brukar tufo acts Ca a buyer's (1) Otto treat ell purdoa honestly; alt rq eCnka the ttuyar.A broker mmasyy act as an In sty between tha parikv,tf rho pariltttt ret ant (2) Me not dtarlDaa lhel tho ovmor w91 rmpt n In wrtdrtg. A broker can amlolyD CU in faesting a prlco?on than the ssldng prion unless aut}torixed to p►oiserty, preperintl n contract or feaso, of abtatntng wrhtng to da eu by the sonar; nandng vAthout reprssentInp you, A broiler is a6ltgsteA by Iaty t4 treat you honssUy. goyp� atbuM) s�pksrtor Mn fta dae ubnAed Y&w IP THE P)ROKER REPRBBENT9 THE OWNM. unlws raulhordsd in vnfttng to do so by the buyer;and 'Phu broW bsaarttas the owner's coont by entering (4) may not dtaotosct any ooddentlat In:l=f ton Old anroattt wHh the owner,usually Utraugh a m arty lntormallon that a=epecf flQ*tttstrt&the Written-Eanntting eMa moat,or by ugmsing to wA to p broker in writing trot to unlace strthotagd in subagent by uccepft an offer of E� trgency rrorn the wWtrtg to dfsdssa lite InfornmUon or roqubntd is o tto Mrtig broker,A auxgmt may work In a�ffnresti refit. by The Toxea RoW totals Umme Act ora mart Craw ealate office.A Ualtng broker or subngoM con IiWat or If the Infatmallm mateftUy relaloo to the condklen the buyer but dose not raptn M ihs boyar and of(he property. moat Macs the Intowalt;Of the owner Gret.Tito buyer ahou rot tell the owner's agent anylhlrtg the buyer VYtltt the parties' twrtsen4 a brokw Wna tut an Mild twl want the owner to know tradurre an tnlamlc ilgry batvretm 0-ma pts may EppcM u owner's 29MIt must diedaae to Lha owner any matodalp{�erson Yrho fa Ucortuad under The Texas Real Meta Information known to the agent. Lwrm Act and mwalalod with the brokar to o mmunlcato MA and asrry out Instrucdam or Ona IF THE GROK511 REPM NTS THr;BUYER: party and anothsr person who lu licensed utxter that 'fha broker Women the buyur'n agent by entering Alt and asnodaled with Uta broker to aommunWo Into an ugmemunt to represent Uta buyer, usually va arta carry out htalnrCtlana of the ortorparty. Wh a written bttyor roptesttnteflon tzgraamanL A bus a can asolat the owner but lose not If you Otiose to Bayo a broker represent you,you Wreson't the <runer and muni place the Interests of t=ltottkf enter Into a writtenl sgto o �th tato broker M buyer Not. The owner Choutd not tell a buyw'6 Und clearly estabffehoa iho mmparrs and a{iettt anythhtn the Caner would not wan the buyer to year obit fjnUorts i ha C#� trot tlltauid skate hts�r and knmv bacam a Uuydo agent Masi &Cloao to ttro Ely vltam iha txoftsrw�i bo paid.You hd=the right#a buyer any mateM In armalfon krtavm to thu eganl. Mme the type of ropresentsUDrr,K any you of t to sscalve,Your pament of a fee to tt Rher dam not IF THE BROKER ACTS AS AN lNi'l:RMIAM. naonsuatfly Ott b eh that the broke;reprMntd you.It A broker may t4 fie no Intermediary Wxvaan the you have any questions rsgarding iftta duties And ppsstheu If the broker nonrPDs Lith Tha Toxos (zeal wsponotbilliloe Ortho brot er,you ottttufd roaalve those I~at91D LICenzo Act.Tho Ivokor muni obta)n the wdtlen questlons betas proceedlnp. Comm of©uh party to the trormDOw to atrl as an rtes#eaten newrt':a oeko u,et you atkttw/'3ilp raoatpt of thta htfottnatfott about broxar(to corvim for tate I4oaroma rBtardt. gayer,Seger.lendlord or Tanont On Yarn next Brum ei AM em QxssYptt 4M ua rbas:ed&-.0 rtgAdN tri QW U5U matt attab 9w(TMj,U yet hWu a gvst&n a wri4LelAi re MNVorutMmr*..tot + oasenTnPAdt;0.iroxrPi68 Th>»ifart!�taa,tIHt18SD00b ,t�rxxax�rp (TAR-2601)1(M all TREC No.OP-K 6M"11 tbmatcreW M& A2r,Gs.^.20 0&4ob Trutt liana Hoak,TX 78011 phrlw(514244H7e7 F¢x 012)MAM19 lrmttoha III AveTrw t`rrlitdufihi�,�ark'shrriib3`r I�YRt'x3t.�il�n�4i'trur.+k��'a!niS4:4 � ........... 3 dolfoop efpieare vedG[atian: SPECIAf.PROVISIQNS ADDENDUM TO i COMIv�1�RCIAL CONTRACT— ROVE�7 Plt4PI;RTY This Special Provisions Addendwn(the"Addendum")is made by KR Acquisitions LLC ("Buyer")and Keith Menke,Mark Meredith, Greg-Carter,and the Estate of Lisa Carter(each a ` "Seller" and collectively the "Sellas') and is incorporated by reference into tite Texas Association of Realtors Commercial Contract—Unimproved Property to which it is attached(the "Korn Offer"), This Addendum and the Form Offer may herein be referred to as the"Oren". Buyer Enid Sellers(who may herein be referred to as the"porkies")agree as follows; t a 1, f;onflicts with F- _Offer. In the event of any conflict between the terms And i conditions of this Addendum and the Form Offer, the terms and conditions of this Addendum shall control. Capitalized terms used herein shalt have the weaning ascribed to such terms in the i Form Offer unless othenvise defined herein. 2. Huy9r's Due Diligence. Buyer,and Its agents and contractors,shall have the right to access and enter upon the Property and to perform any inspections,reviews,sampuag,Costing, and evaluation of the Property for the purpose of determining the suitability of the Property for Buyer's intended use(i.e,, development of a waterpark resort hotel and convention center—the "Proposed Project"). Buyer's inslrections, testing, sampling, and evaluations, which shall be conducted at Buyer's expense, shall be with regard to the environmental condition of the Property, soil conditions, utility access, ingresslegress, availability of municipal incentives, l assessment of financial feasibility,availability of acceptable financing to fund the development of the Proposed Project,market conditions(including an evaluation of competing hospitality and lodging businesses), Path-to-development issues (i.e., when davvelopment can occur), ability to enter into contracts to purchase adjacent parcels,and such other matters which Buyer,in its sole and absolute discretion,deems material to its decision to acquire the Property and develop it for tine purposo set forth above, In addition while this Offer is in effect Buyer shall have the right to make Haid pursue applications for governmental approvals,pemilts,licenses,zoning changes,and similar or related entitlement matters with respect to the Property ("Entitlements") provided, however, that the Buyer shall require that any such Entitlements, that would be specifically binding on the Property if they took effect prior to closing,not take effect until the closing occurs and if any such Entitlements do take effect prior to the closing occurring then if closing shall not occur for any reason except for any Seller's breach, of this Offer, Bayer shall releaseall such Entitlements that Buyer has had issued for the Property and which are binding on the Property and this provision shall survive the termination of the Offer. Buyer shall also have the right to engage in discussions and negotiations with govercunental uuthwities having jtuisdiction over the Property including, without limitation, for the negotiation of development agreements, financing agreements,road access agreements,casement agreements,utility service agreements, tax agreements, and any shiiilar or related agreements. Without Htniting Buyer's rights hereunder (a) the Sellers shall provide reasonable cooperation with respect to the Buyer's activities under this Section 2 including, without limitation, signing' of applications for Entitlements; and (b) Sellers shall ensure that Buyer shall have access to the Property so that t Buyer can conduct the activities and exercise the rights contemplated under this Section 2. 1 a l i i f i 1 dn6rop sl;m Ude txgfc3tian:i:vra:pttionp tngtlr.�'„I;;c;UNU4 53f)61331•J?!!1� jj f i 1 Buyer shall Indemnify, defend, reimburse, and hold harmless the Sellers and each Seller's ' employees,guests, and invitees(collectively with the Sellers the"Seller Indemnitee$")from and s against any and all claims, suits, proceedings, costs, fees, damages, losses, or expenses f (including,without limitation,reasonable attorney fees)brought against,suffered by,incurred by, } or paid by any Seller or any Seller Indemnitee arising from or out of,directly or indirectly,(i)the activity of Buyer,Buyer's agents,employees and contractors on the property(ii)any violation of laws or ordinances with respect to Buyer's actions upon the property or(iii)the non-payment by t Buyer of any contractor engaged by any Buyer, These obligations of Buyer shall survive closing. 3. Extension of--Fegibilily Period. Buyer shall have the right to extend the feasibility period(as defined in the Form Offer)provided under Section 7.B of the Form Offer as follows; i E R, If Buyer deposits additional earnest money of $50,000 with the title s company on or before the date that is five (S) days after the expiration of the initial 90-day t feasibility period described in Section 7.13 of the Fornn Offer, the feasibility period will be s deemed extended for an additional 90 days and the 90 days inserted in the blank in Section 7.B I of the Form Offer will be deemed deleted and replaced with I130 days. 4 S b. If Buyer extends the feasibility period for 90 days under the procedures E provided in Section 3(a)above,then if Buyer deposits additional earnest money of$50,000 with t the title company on or before the date that is five(5)days after the expiration of the feasibility period as extended under Section 3(a)above,the feasibility period will be deemed extended for an additional 90 days and the 1130 days inserted in the blank in Section 73 of the Forinn Offer t pursuant to Section 3(a),above,will be deemed deleted and replaced with 270 days, s t C. If Buyer extends the feasibility period wader the procedures provided In Section 3(b)above,then if the Buyer deposits additional earnest money of$50,000 with the title company on or before the date that is five (5) days after expiration of the feasibility period as extended under Section 3(b) above, the feasibility period will be deemed extended for an additional 90 days and the 270 days inserted in the blank in Section 7.13 of the Form Offer pursuant to Section 3(b),above,will be deemed deleted and replaced with 360 days. 3 d. Each of the ninety(90)day extensions of the feasibility period described in this Section 3 Is mi'Txteusion Period". The Initial ninety(90)day feasibility period dmeribed in the Form Offer is the"Initial Feasibility Period". i 1 4. amet 1vloev. J a. In Section 5.A of the Porn Offer the Buyer will have 5 biWn©ss days atter the effective date(as defined in the Form Offer) to deposit the initial installment of the earnest money. At the closing all earnest money that Inas been deposited or paid over by Buyer under this Offer shall be applied to the purchase price in favor of Buyer and the Buyer shall be entitled i to a credit in its favor at the closing in the amount of all the earnest money paid over or deposited by Buyer tinder the Offer. x 1 i dDA3up;t9nature vortacadon: YcmOL b. In the event the Buyer terminates this Offer pursuant to Section 7.B of the Form Offer during:the Initial Iieasibility Period then all the earnest money shall be reburied to t the Buyer,less the$1,000 of independent consideration provided for in the Form Offer. In such case the independent consideration of$1,000 shall be disbursed to Sellers, In the event the Buyer terninates this Offer pursuant to Section 7.13 of the Form Offer during the first Extension 1 Period $50,000 of the earnest money shall be disbursed to Seller and $50,000 of the earnest money shall be disbursed to Buyer. If the Buyer terminates this Offer under Section 7.B of the Form Offer during the second Extension Period $100,000 of the earnest money shall be disbursed to Sellers and$50,000 of the earnest money shall be disbursed to Buyer, If the Buyer terminates this Offer under Section 7.13 of the Form Offer during the third Extension Period then l $150,000 of the oarricst money shall be disbursed to Sellers and$50,000 of the earnest money shall be disbursed to Buyer. In the event this Offer terminates prior to or at Closing due to the breach or default of any Seller or due to the failure or nonsatisfaction of any closingconditiou i contained in this Offer for the benefit of the Buyer then the Buyer shall be entitled to a return of all the earnest money deposited with the title company by Buyer(including,without limitation, 2 any earnest money previously disbursed to Sellers which Setters shall immediately pay over to Buyer), less the$1,000 of independent consideration. If Buyer's failure or refusal to close the transaction contemplated by this Offer is due to the breach or default of any Seller or the failure or nonsatisfaction of any closing condition contained in this Offer for the benefit of Buyer,then Buyer shall have the right to a return of all the earnest money deposited by Buyer (including, without limitation, all easiest money previously disbursed to Sellers which Sellers shall immediately pay overto Buyer),less the$1,000 of independent consideration. If this Agreement terminates the Buyer and Sellers agree to provide instructions to the title company for the disbursement of the earnest money in accordance with the foregoing provisions which obligation shall survive termination of this Offer, -All Buyer's rights and remuiies are cumulative and not exclusive. f 5. 00shlg_13ate. The closing of the transaction contemplated by the Offer shall be OD the date that is 30 days after expiration of the feasibility period. Each time one of the feasibility period extension rights under Section 3 of this Addendum is exercised the date of the l closing shall be re-determined based on the new duration of the feasibility period. a The closing shall occur at Georgetown Title Company, 702 S.Rock St.,Georgetown,TX 78626, in accordance with the following provisions, The Closing will be conducted by the Lary Office � of Merlin Lester. Merlin Lester will provide closing services for Georgetown Title Company pursuant to Procedural Rule 22 adopted by the Texas Department of Insurance and receive a Portion of the title insurance premium as compensation for rendering such services. Sellers and i Buyer approve of the Law Office of Merlin Lester providing closing services and receiving such compensation, 6. Zile Obieotions. III The Buyer will have until the expiration of thirty(30)days after its receipt of the title comrnitinent for the Property or Buyer's survey of the property,whichever is later,to send to Sellers any objections it has to any matters set forth in the title Commitment or survey (the "Objection Perlo,& . Buyer's notice containing its objections is referred to herein as the z € i 3 e d011::U+_f�WlurBVCfI�CdIFM1 ::R..VD:+b➢jl[INi+n+yn't714Cd1iQ•'1'ia ti;/6:?31 + "Objection Notice". Tlic term "Permitted Exceptions"means any Schedule B matter contained in the title commitment to which the Buyer does not object in writing within the Objection Period and any onoroaohment on the Property or other adverse title matter shown on the survey to which tlic Buyer does not object within the Objection Period. For purposes of determining when the Objeotion Period begins,Buyer is deemed to have received its survey of the Property oil the earlier of(I)the date of the Buyer's actual receipt of Buyer's survey of the Property or(if) 45 days after the effective date hereof. 3 b. After receipt of an Objection Notice,the Sellers shall have the option, but not rite obligation,until 11.54 p,m,on the date that is thirty(30)days after the date the Objection l Notice is received by Vic Sellers("Cure Period"),to cure or resolve any of Buyer's objections in j a manner reasonably acceptable to Buyer. If any objection is not cured in a manner rmonably acceptable to Buyer within the Cure Period,then the Buyer shall have the right to terminate this Offer by giving written notice to Sellers at any time on or before the earlier of(x) the thirtieth (30th) day after the expiration of the Cure Period; or (y) the closing date. If Buyer does so terminate this Offer then all earnest money,less the$1,000 of independent consideration,shall be retumed to Buyer and Buyer and Sellers will provide disbursement instructions to the title 3 company coasistont with the foregoing which obligation shall survive termination. If the Buyer does riot so tenninate tads Offer then(i)any Schedule B matter shown on the title commitment which was objected to by Buyer and not cured by Sellers during the Cure Period, and(if) any encroachment on the Property or other adverse title matter shown on the survey to which the Buyer objected in its Objection Notice and which was not cured by Sellers shall be deemed i Permitted Exceptions, Further, all leases of the Property which predate this Offer and all leases of the Property made after the date of this Offer and which were made in accordance with the tenons of this Offer pre the "Permitted Leases". Any Permitted Leases which have terms that extend beyond the closing date ("Post Closing Leases")shall be deemed Permitted Exceptions. At closing thio Sellers shall cause the title company to issue to the Buyer at closing a title commitment showing the Buyer as the insured and as the fec simple owner of the Praperty,the effective date of the policy as of the date and time of the closing, the policy amount in the amount of the sales price,and showing no exceptions to the coverage of the title insurance policy g other than Permitted Exceptions, If after the Objection Pcriad, the title company issues a 5 supplemental title report or title eorrunitment that identifies arty additional title encumbrances(a "Supplemental Commitment"), the Buyer shall have the right to terminate this Offer by giving written notice to Sellers of the exercise of that termination right at any time on or before the fifteenth (15th) day after receipt of the Supplemental Commitment by Buyer and if such termination occurs all earnest money (including any earnest money previously disbursed to Sellers)will ba paid to Buyer. If Sellers commit to cure any objected to title matter In writing i then they shall be bound and obligated under this Offer to cure such matter on or prior to the f closing date and any such matter will not be deemed a Permitted.Exception. Sellers shall satisfy at their sole cost and expense all conditions and requirements shown on Schedule C of the Title i Commitment. f c, despite anything to the contrary contained herein, the tenn Permitted Exceptions shall not include (i) any Monetary Lions, (ii) any leases other than Post Closing 1 Lewes, (iii) they standard title wimnittment exceptions that can Fre removed with a customary 5 certificate or affidavit from the Sellers(such as an Affidavits and Indemnity as to Debts,Liens, h 4 { UoiloopSlgndlUteVB1L'cdUon:.:•�:a UolluuptnnvmpnuikacnrDl and Possession)froru Sellers and/or the payment of additional title insurance premiums, (iv)any standard title commitment exceptions that can be removed with a survey and payment of additional title insurance preralums, or (v) any matter listed on Schedule C of the Title Commitment. "Monetary Lions" means any mortgage, assignment of rents and leases, construction lien,delinquent real estate tax lien(other than for real estate taxes for the year of closing provided none are delinquent as of the closing date and other than the lien of arty rollback real estate taxes that would become due after the Closing as a result of the change of the use of the Property by the Duyer after Closing),fixture filing,broker lien,or any other monetary lien or collateral security docurnent, The Buyer need not object under Section 6(a) of flus Addendum to any Monetary Liens or any matter described in Section 6(e)(ii),(iii),(Iv),or(v)of this Addendum. Any additional title premium charged for the removal of the 111Zights of Parties in Possession" exception from any'title Commitment or Title Policy or for the removal of any other standard title lnsuranco commitment exceptions shall be promptly paid by the Sellers except that modification of the survey exception shall be paid by Buyer as provided in Section 642(b) of the Porm Other. Seller will deliver at closing at its sole cost and expense such affidavits, eeniticates, and other instruments as ars ntecessary or desirable to satisfy and remove al]requirements of Schedule C of the Title Commitment, Withtit ten(10)days after the effective date of this Offer the Sellers shall deliver written evidence that owners and users of the Property have the right to cross the rail road tracks that relate to this Property. 7, Proration; Speciale ssessmenls pmd Real EWte Taxes, The Sellers shall pay as they become due and no later titan the closing date all the basic ad valorem real estate taxes for The Property in the amount payable under the existing agricultural use exemption ("Sellers' Taxes') for all years prior to the year in which the closing occurs turd a prorated portion of such Sellers' Taxes for the year in which the closing ocews. The Sellers shall also be responsible for paying as they become due and no later than the closing date (a) all penalties, late fees, and interest for any Sellers' Taxes or Seiler Special Assessments which were duo prior to or on the closing date but not timely paid by Sellers; and (b) nil special assessments or installments of special assessments due and payable on or before the closing date (other than road assessments and roll back taxes)("Seller Special Assessments"), if a tax bill for Ssliers'Taxes for the year in which closing shall occur bas not yet been issued as of the closing, then the Buyer in its reasonably exercised discretion shall estimate Sellers'Taxes at the closing based on the amount 1 of basic ad valorem real estate taxes paid by Sellers for the Noperty for tho immediately preceding year. The Buyer shall In its reasonably exercised discretion prorate the actual or l estimated amount of Sellers'Taxes for the year in which closing occurs as to the data of closing between the parties,and such proration shall be final and binding on the parties hereto, Buyer, and not Sellers,shall pay any and all rollback real estate taxes,special assessments,standby fees, road assessments, or any other such tax,fee, or imposition, which arise after closing including those roll back taxes arising after closing which are attributable to years prior to closing. The i parties shall not revisit any estimated prorations following the issuance of the tax bill,regardless Of any variation behvocn the estimated.and actual amounts. Sellers represent and warrant that i the Property is currently taxed as a single tax parcel and no part of the property is taxed for real estate tax proposes with lands not included witftin the property, $. ,wial Wgrr 1y Deed. The special warranty deed delivered by Sellers at file closing shall include a warranty that the Property is conveyed free and clear of all liens and a i 5 s I f i 1 dotloop stsnature YMNAUan: encumbrances created during Sellers' period of ownership of the Property other than Permitted Exceptions. The provisions of Section I G(C)(1)-(3)of the Form Offer are hereby deleted. The third and fourth sentences of Section 10(C) of the Form Offer are hereby deleted, Each Seller 1 shall cause its spouse to execute and deliver the special wamnty deed at closing and shall cause its spouse to sign such other documents as am necessary to accomplish the conveyance of the � Properly to Buyer subject only to Permitted Exceptions. Sellers shall vrithin ten(10) days after the date hereof deliver evidence to Buyer that the life estate of Lasa Carter has been terminated. The Sellers will obtain at their sole cost and expense and deliver to Buyer at closing all 1 documents necessary or desirable or required by law for the transfer of the secondary water 3 treatment system on the Property to Buyer including any documents required to transfer the i license to operate the secondary treatment system. i 9. Leases. Sellers jointly and severally represent and warrant that they have provided to the Buyer prior to the date hereof true, correct, acotn%and complete copies of all leases(including all amendments)to which all or any part of the Property is subject prior to the l date of this Offer acid none of such leases have terms (after giving effect to all extension and renewal options) that extend beyond tho end of the year 2015. The Sellers may after the date hereof enter into additional leases affecting the Property provided that all such leases are in € writing,all such leases are solely for agricultrnr 1 purposes,the term of any such leases with all extension and renewal options does not exwd a year, any such lease is terminable without liability or penalty by the lessor on 30 days advance written notice, and Sellers first obtain the prior written consent of the Buyer to any such lases which the Buyer will not unreasonably withhold,condition, or delay. The Sellers will not be obligated to obtain the Buyer's consent to any such lease after Us Offer terminates. Without Iimiting the Buyer's rights hereunder by 1 enumeration,each Seller will not enter into any lease of all or part of the Property, while this Offer is in effect, tliat would limit or restrict the ability of the Buyer to conduct the activities contemplated under Section 2 of this Addendum, Despite anything contained herein to the contrary each Seller shalt not enter into, modify, extend, or terminate any leases following the expiration of the feasibility period. The Sellers will provide the Buyer with copies of each lease E made for the Property while this Offer is in elect. 5 s 10. Ci Jog_Iaelfveraables. In addition to the documents to be delivered by the Sellers at the closing as described in the Form Offer,at the closing the Sellers shall: { e, Execute and deliver an Affidavits and Indemnity as to Debts,Liens, and Possession on a customary form indicating there are no unpaid debts for fixtares,-cquipment, or improvements relating to the Property;no construction liens or construction lien rights nffacting the Property;no unpaid labor and materials used in the construction on the Property; no leases or parties in possession affecting the Property other than Permitted I.cases and tenants under Permitted Leases;and no purchase contracts for the Property or contracts to sell the Property. 1 b. Execute and deliver such other affidavits and certificates as are required so that the title company can remove the title exception on the title commitment for mechanics i liens,construction liens, and/or material suppliers liens and the general exception for tenants in possession but which affidavit may disclose any applicable Post Closing)teases. t ( t G i i i callocp sfynatucc�Yrfficadon; • 3 4 c, Deliver fully executed releases of all hien Documents which are needed for the Property to be conveyed at the closing free of all Lien Documents, "Lien Doctunenw, means collectively all mortgages,assignments of rents and leases,deeds of trust, other collateral seourity documents, construction liens, rnechanics liens, material supplier liens, and money judgements, i 3 d. Deliver fully executed lien waivers from each of the brokers identified in Section 9 of the Form Offer under which each such broker vralves and releases all lien rights as to the Property. 1 3 With respect to Section 10 of the Font Offer the closing documents referred to in Section 10 of the Form Offer shall be in a form reasonably required by the Buyer. _onditions Precedent, The,obligations of the Buyer to take the.actions otherwise required of it at the closing are subject to and conditioned upon the satisfaction of each of the following conditions precedent listed below. a. The Sellers shall have delivered aII the documents any Seller is to deliver at the closing in duly executed form at or prior to the closing date, I b. Each Seller shall have complied with all its other obligations to be performed at or prior to the closing. F t c. The representations and warranties of the Sellers in this Offer shall have i been true and correct at the time made, t d, The physical condition of the Property shall not have suffered any material adverse change ager the expiration of the feasibility period. If on the closing date all of the foregoing conditions are not satisfied then Buyer shell have the w right but not the obligation to terminate this Offer. f 12. Pke-Meats. Copies of the documents listed on Exhibit A attached hereto and incorporated herein, to the extent they are in the possession or control of any Seller, shall bo delivered to Buyer within fifteen(15) days after the effective date, If any documents thmt are responsive to the requests made in this Section 12 and RxMbit A come into the possession or E control of any Seller after the date hereof the Seller shall provide copies to the Buyer promptly. Within ten (10) days after request by Buyer the Sellers will provide such documents as are reasonably required by Buyer to demonstrate that Sellers are authorized to enter into this Offer and to convey the Property at closing to Buyer in accordance with the terms of this Offer. i 13. QMflon ofthe Prooerty. Until the earlier of the closing or the termination of this Offer,each Seller sball: i i a, Status of Title. Not do anything, or permit anything to be done, that F would impair,alter,or modify the status of title to the Property other than recording documents i 4 7 1 i I I { t 't Rutfaups'gnolureveGGfaCem anvdollaup mrn�rty:�•efi!:catrrylbl +f{t i which solely release liens to which the Property is subject;provided that Sellers may enter into l new leases in accordance with the terms of Section 9 of this Addendum, i f b. Maintenance, Maintain the Property in the same manner and condition as immediately prior to the effective date of this Offer, reasonable wear and tear excepted,and not alter the Property other than for routine maintenance and repairs and ordinary fanning activities consistent with past practices, t c. Contact , Not enter into any service contract or other contract or agreement relating to the Property other than leases made under and in accordance with Section l 9 of this Addendrun and contracts for routine maintenance which can be terminated without l penalty by either party an no more than 30 days advance written notice. t d. Amendments, Not enter into any amendment or modification to any 1 lease,easement,service contract or other contract or agreement relating to the property, a. �fuer_. Not cause or permit transfer, conveyance, sale, assigment, pledge, mortgage, lease, or encumbrance of any of the Property, other than leases made in accordance with the terms of Section 9 of this Addendum. Not enter into any contract or s agreement for the purchase or sale of nil or any part of the Property, i t 14. Advise Buyer. Until the earlier of the Closing or the tennination of this Agreement,each Seller shall notify Buyer in writing promptly upon learning or receiving actual s notice(as opposed to constructive or imputed notice) of any of the following events and shall i promptly provide copies to Buyer of notices and documents relating to any of the following: { t � a, Any event, transaction, or Occurrence prior to Closing that could itrateriully and adversely affect any of the Property, other than events or occurrences caused by Buyer or its agents or contractors, b. Any fact or event that would cause auy Seller to be in violation of my of its covenants or other undertakings or obligations hereunder, s F F c. Any violation of any law,ordinance,regulation or law that would or might materially affect any of the Property other than a violation of law by Buyer or its agents or i contractor9, d. Any proposed change or actual change in any zoning or other law affecting the use or development of any of the Property,other than changes proposed or caused 3 by Buyer, 3 o, Any pending or threatened litigaticn that affects any of the Property or that could affect the transaction contemplated hereby. 3 f, Any pending or drreatened proceeding in bankruptcy or insolvency that s could affect any of the Property or any person owning any interest therein. i ff 1 f S , t i 1 l I I Uo11:oP=JLndm:Cecrflw UOn:r:.,•w.ooa�o!i.rclni;�gh:ci,c:.an:nrul 13576:311.t 291'1 g. Any notice from any governmental authority or agent thereof pertaining to the assessment or reassessment of the Property or any notice of improvements the cost of which may be assessed against the Property. 1 ]r. Any enforcement, clean-up, removal Or outer governmental or regulatory enforcement action concerning the property which is instituted,completed or threatened. ' E q 15. tin en _ Savings, The parties hereto acknowledge that Buyer will expend 3 material sums of money in reliance on Sellers' obligations under the Offer in connection with negotiating and executing the Offer, furnishing die earnest money, conducting the due diligence r activities contemplated by the Offer, and preparing far closing, and that Buyer would not have entered into the Offer without the availability Of t`110 rights to perform the due diligence activities G described herein. The parties,therefore, agree that adequate consideration exists (in addition to the consideration referred to in Section 7.13(l)of the Form Offer)to support each of the parties' Obligations under the Offer,and Sellers and Buyer each waive any and all rights to challenge the enforceability of the Offer on the basis that any of the conditions or contingencies set forth in this Offer ure at Buyer's discretion or that any of the agreements contained in the Offer ane E illusory. rt. 16. Rmedv a, Despite anything to the contrary contained herein, in the event Buyer f refuses or fails to close on the purchase Of the Property on the closing date and such failure or refusal is a breach of this Offer, then in such case a "Buyer Default" will be deemed to have occurred, in the event of default by Buyer of Buyer's indemnity or restoration obligations ander this Offer, Seller shall have all legal and equitable nernedies for such default if any Buyer Default occurs the sole and exclusive remedy of any or all the Sellers for any such breach or default shall be termination of the contract and receipt and retention of the earnest money and Sellers Shall have no additional rights, remedies or causes of action against Buyer. The procedures and remedies for a breach of this Offer by Buyer as provided above in this Section 16(a)are the sole and exclusive remedies of the Sellers in the case of any fnilttrc or refusal of t Buyer to close On the purchase of the Property at the closing in breach of this Offer and the sole j and exclusive meelmin sm for any of rite Sellers to obtain the earnest money or terminate this Agreement in the event of or as a consequence of a breach of this Agreement by the Buyer: The E Sellers will'love no other rights Or remedies for any breach of this Offer by Buyer with respect to 1 Buyer's obtigations at the closing, The Sellers may not terminate this Offer other than pursuant f to an express provision of this Offer. In the event any of the Sellers breach the terms of this Offer, or in the event any Sellers are in breach of any of the representations or warranties of Sellers expressly set forth in this Offer and any such breach is not cured within ten(10) days after written notice of any such breach from Buyer, then Buyer as Buyer's sole mid exclusive remedy for any such breach shall have the right to either(i)terminate this Offer by written notice to Sellers and thcrcupon receive back all earnest money deposited by Buyer(including,without limitation, all earnest money previously disbursed to Sellers which Sellers shall return) and recover from Sellers,and Sellers shall pay to Buyer,an amount equal to all lrursult Costs,or(ii) specific performance by the Sellers and to accept such title as Sellers can deliver. if Buyer eleots i 9 f j t t {3 1 lotlsa�i:JgrF.riWecriiCW(frp;t:;t:�,doaaa,r.un)4nyl:cl IT.,ali-100 357f,53'sh4.7a: f i I t l i i t to pursue specific performance and later determines that Buyer for any reasoncatulot enforce or obtain specific performance then Buyer is entitled to elect to pursue and receive the remedies described under Section 16(a)(i)above instead. In no case would Buyer have the right to recover more than$100,000 of Pursuit Costs from Sellers, Nothing in this Section 16 will limit any party's rights under Section 17 of the I'onn Offer, b. The parties agree that the limited remedy provided in this Section 16 is fair and reasonable, not a penalty imposed on Buyer And is agreed to by the parties because it would be difficult or impossible to determine the actual damages sufl`ered by Sellers in the event of Buyer's breach of tha Offer. This provision shall survive termination of the Offer. C. "Pursuit Costs"means ull costs Incurred or paid for by Buyer or any of its affiliates in Buyer's or any aflyliate'd inspections, permitting, and/or design efforts related to or F connected with Buyer's or any affiliate's intended use of the Property, including without limitation any and all attorney fees, survey costs, engineering costs, inspection costs, testing costs,and other due diligence costs and/or expenses paid or incurred by Buyer or any affiliate in connection with or related to (i) this Offer or (ii) Buyer's or any affiliate's intended use of the 3 Property. t 17. Liability-Ur limon. The Buyer shall have no liability under the Offer,including wItltout limitation Section 7.C(3) of the Form Offer,for any environmental,hazardous material, soil,wetland,historical,archeological,or other condition on the Property which Buyer or any of its Agents or contractors discovers in connection with this Offer so long as such condition is not actually created or caused by Buyer,its agents,or contractors. 18. Cglurrteupa�. no Offer, acceptance thereof or any a tnendments/countem&ere t with re € sped thereto maybe;signed in counterpart and transmission by facsimile or other form of E electronic transmission of executed copies of the Offer or such other documents(e,g.,PDF)shall E be deemed delivery and such copies shall be deemed executed originals of the Offer or such other documents. i 19. Assigjnpapt The parties agree that despite anything contained in this Offer to the contrary (a) the Buyer has the right to assign this Offer to any person, or entity (including, 3 without limitation, any corporation, limited liability company,partnership,limited pau1norsbip, governmental entity, or business assmiation) that is designated by Buyer in Buyer's sole and s absolute discretion;and(b)Buyer does not need any consent or approval of any of the Sellers to any such assignment. The Buyer acknowledges and agrees drat any assignment of this Offer by Buyer shall not serve to release Buyer from its obligations under this Offur. The Sellers willnot challenge any assignment of this Offer by Buyer. 20. OWN 28tem0t, If any errors or omissions are made at closing with regard to i I the preparation of the closing statement,the terms and conditions of other closing documents or the failure to have executed and delivered a document or Instrument called for by the Offer, Sellers and Buyer shall mace the appropriate corrections and payments due and owing to each other resulting therefrom, or execute and deliver such required documents or instruments, promptly af3er the discovery of any such error or omission, i to 3 t t i i Uu:faop5l�n3Uuocgritl(aUon::•ntlt'mluu;.cVn.{..clrcaiinNDl•l's51G!•;<71•L 7FR 21. Miscella►gsu . The words "Seiler may terminate" in Section 5(A) of file Form Offer are hereby deleted. The last sentence of Section 7(B)(1) of the Fomt Offer is hereby deleted. L►the event this Offer terminates prior to tl►e closing occurring,the Buyer will provide at the request of the Sellers copies of any final third party inspection,testing,or sampling reports which Buyer has received from its engineering consultants. Buyer may redact, exclude, or remove from any such reports any privileged inforn►ation or any informa€ion concemin,g any parent or affiliate of Buyer. In addition,Buyer is not obligated to provide any market or business feasibility reports or information, market or business assessment reports or information,market study reports or information, or any similar reports or information to Sellers, Sellers and Buyer agree that by signing-below on this Addendum they are agreeing to he bound to the terms of the Form Offer and this Addendum and that no actual signatures or initials are required oil the Form Offer. Each of the terms, provisions, conditions, covenants, representations, and warranties contained in this Offer, and each party's rights, duties, and obligations under this Offer, shall survive the Closing and shall not be deemed to be merged into,or waived by or through,the deed delivered by Sellers at closing or any of the instruments or documents of closing made, delivered, or exeouted under or in connection with this Offer by any party. The "merger doctrine" shall not apply to this Offer or to the deed delivered by Sellers at closing or to any instruments or documents of closing made, delivered, or executed in connection with this offer by any ley. `he Buyer shall have the right to record a notice or memorandum of this Offer in the xeal estate records of the County in which the Property is located. 22. Wokers. All commissions and/or fees owed by any party to any of the brokers listed in Section 9 of the Form. Offer in connection with the transactions contemplated by this Offer shall be the sole responsibility of the Sellers and the Sellers shall promptly pay any and all such conintissions and/or fccs on or before the closing date. The Sellets jointly and severally represent.and warrant to Buyer that, other than the brokers listed in Section 9 of the Form 011ier (the "Brokers"), no Seller has dealt with or engaged any other broker or finder in connection with the purchase and sale of the Property. Buyer represents and warrants to Sellers that, othor than the Brokers, Buyer has not dealt with or engaged any other broker or finder in connection with the purelu►se and sale of the Property. 23. Post- .losing Occurxut . a. Subject to the terms of this Section 23 of this Addendum,for the period of tine commencing with the date of the closing and terminating on the date that is one hundred eighty(180) days after the date of the closing (the "House Period"},the Sellers shaU have the I right to the use and occupancy of the houses("Houses'0 that currently exist on tite Property and Sellers may during the House Period remove the Douses from the Property, b. Any use mid/or occupancy of the Houses by arty Sellers or any of their guests or invitees shall be at the sole cost mid expense of the Sellers and all such use and 1 occupancy shall be in alien free manner. Any removal of any of the/douses by any Sellers shall be at the sole cost and expense of the Sellers and shall be conducted in a good and workmarr.like and lien free manner. If any Seller commences the removal of any House from the Property atter the Closing the Sellers sliall cause the removal of the House, and all debris caused by or t► i ► { 1 Jgi dOtloap 5rgn3tm0 Minwtinri .t 2W j Z l t; t yr 3 associated wltlt the removal of the House,to be completed within the House Period, Sellers shall pay the actual cost of all utilities consumed during the House Period with respect to or in l connection with any of the Houses, 1 c. The rights of the Sellers to the Houses under this Section 23 are personal to the Sellers trod not assignable or transferrable, Sellers may only use the Houses during the i .House Period for residential and recreational use and not for corn w=ial use (provided, however, that this sentence does not litnit the rights of Sellers to remove the Houses from the r Property). During the House Period Sellers shall,to the fullest extent permitted by law,(i)keep and muintatmm time Houses in good condition, repair, and working order, and (ii) make all i necessary repairs, maintenance, and replacements to the Houses (provided, however, that this sentence does not limit the rights of Sellers to remove the Houses from the Property). Sellers shall comply with all applicable laws with respect to their use of the Houses and any removal thereof. Before any Seller removes any of the Hooses from the Property time Sellers will obtain at E i their sole cost and expense all permits required for any such removal. If tory Seller removes any House file Sellers shall first obtain all permits required for the removal of the House at Sellers' sols cost and expense, Sellers shu11 not interfere ar conflict with Buyer's(or any of its agents or L contraotors)use of,or activities upon,the Property including,without limitation,any of Buyer's construction Activities on the Property. After the expiration of the House Period,Sellers shall not furtlter use(arid the Sellers will have no f wffier rights to use)any of the Houses or the Property. Prior to the expiration of the House Period, the Sellers shall remove all their personal property from the Houses. After expiration of the House Period the Sellers will not have any rights of any kind to enter or come upon the Property and after the expiration of the House Period they shall not enter or come upon the Property. d, Sellers shall jointly and severally indemnify, defend,reimburs-, and hold hatmmmless the Buyer and each of Buyers employees, members, parents, subsidiaries, leaders, w agents,contractors,guests, and invitees(collectively with Buyer the"Buyer Indemnitees")from and against any and all claims, suits proceedings, costs, fees, damages, losses, or expenses (including,without limitation, reasonable attorrmey fees) brought against, suffered by, incurred by,or paid by Buyer or any Buyer Indemnitee arising from or out of,directly or indirectly,(i)the use or Occupancy of any House after the closing by any Sellers,(ii)any breach of this Agreement 1 after closing by any Seller,(iii)any maintenance or repairs conducted by any Sellers with respeot i to any House, (iv) any violation of laws or ordinances with respect to the Houses, (v) the removal of the Houses from the Property by any Seller, andlor(vi) the non payment by any Seller of any contractor engaged by any Seller for the removal of all or tory part of the House from the Property. Effective as of the Closing,the rights of the Sellers under this Section 23 of this Addendum are fully and completely subordinate to file rights of any lender to Buyer and each Seller will immediately sign a subordination agreement confimaring such subordination at the request of buyer or any lender or prospective lender to Buyer. i 24. li ati Each Seller is jointly and severally liable for the duties and ` obligations of each other Seller under this Offer. A breach of the temms of this Oiler by any Seller will be deemed a breach by all the Sellers. Endo Seller shall cause each other Seller to perform the duties and obligations under this Offer of such other Seller. Payment by Buyer to 1 any Seller of any amount owed by Buyer under this Older to Sellers shall be deemed payrneut to i 12 t l i i f tt 1 dot%oopsghaNrevertlicatbm all Sellers. 25. Sales Price. Despite anything in Section 3 of the Form Offer to the contrary,the sales price paid at closing will be the sales price determined under Section 3.13 of the Torm Offer rather than the price shown in Section 3,A of the Form Offer, 26. 1.eaal Description. Tltc Property consists of all the lands listed on Exhibit A to Schedule 1 of this Addendum but excludes all the lands described on Exhibit B to Schedule 1 of i this Addendum. a 27. Tax Werred)=xchanae. EiUter party may elect to complete this transaction Ase � tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code. Each party agrees } to cooperate with the other in accomplishing such an exchange provided that the cooperating party incurs no additional expense or liability. 28. Stafus¢fhe Property. Section 19.B of tete horn Offer is deleted and replaced G with the following: i Sellers hereby represent and warrant to Bu er which Y � representations and t warranties shall also be deemed to be made by Sellers to l3uyer at the time of Closing,that no Seller has received any written nodee that: a. the environmental or ecological condition of the Proporty is in violation of any law, ordinance, rule or regulatton applicable thereto or that the soil, surface water or ground water of or on the Property contain any solid waste, toxic or hazardous substances or contaminants. 3 b. any threatened or endangered species or their habitat are on the property. c. there is any pending or threatened litigation afeoting the Property. 29. a, This Offer, the deed Sellers are to doliver at Closing, and any other documents Seller is to deliver or does deliver at the Closing are collectivoly the "Transaction Doouments". Despite anything cortMIned in this Offer to the contrary the terms of Section 29(b) of this Addendum do not litnit, modify, exclude, or affect any of the covenants, obligations, duties, representations, or warranties of any Seller contained in any of the forms of tftc TYansaetion Documents other than.the terms of Section 29(b)of this Addendum. s b. SELLER AND BUYER AGREE THAT BUYER IS TAKING THE PROPERTY "AS-18" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE, OTHER THAN THE SPECIFIC REPRESENTATIONS, IF ANY, l MADE IN THIS OFFER, BUYER ACKNOWLEDGES THAT IT IS NOT RELYING UPON f 3 6 S 13 i3 i{1 I i s t Uocloop SIp mrp.vcr�rcacron: rn+.douuop.couvrnyr5+uuolbnriN THE ACCURACY OR COMPLETENESS OF ANY REPRESENTATION, BROCHURE, RENDERING, PROMISE, STATEMENT OR OTHER ASSERTION OR INFORMATION WITH RESPECT TO THE PROPERTY MADE OR FURIJISHED By OR ON . OI., OR OTHERWISE ATTRIBUTED TO, SELLER OR ANY OF ITS AGENTS, EMPLOYEES OR REPRESENTATIVES, ANY AND ALL SUCH RELIANCE BEING HEREBY l EXPRESSLY AND UNEQUIVOCALLY DISCLAIMED, BUT IS RELYING SOLELY AND EXCLUSIVELY UPON ITS OWN EXPERIENCE AND ITS INDEPENDENT JUDGMENT, EVALUATION AND EXAMINATION OF THE PROPERTY. BUYER FURTHER UNEQUIVOCALLY DISCLAIMS(I)THE EXISTENCE OF ANY DUTY TO DISCLOSE ON THE PART OF SELLER OR ANY OF TTS AGENTS, EMPLOYEES OR REPRESENTATIVES AND (II)ANY RELIANCE BY BUYER ON THE SILENCE OR ANY ALLEGED NON DISCLOSURE OF SELLER OR ANY OF ITS AGENTS,EMPLOYEES OR REPRESENTATIVES. BUYER TAKES THE PROPERTY UNDER THE MRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE CLOSING G DOCUMENTS). BUYER EXPRESSLY WARRANTS AND REPRESENTS THAT NO PROMISE OR AGREEMENT WHICH IS NOT HEREIN EXPRESSED HAS BEEN MADE TO IT AND HEREBY DISCLAIMS ANY RELIANCE UPON ANY SUCH ALLEGED PROMISE OR AGREEMENT. THIS OFFER CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES. THIS PROVISION WAS FREELY NEGOTIATED AND PLAYED AN IMPORTANT PART IN THE BARGAINING PROCESS FOR THIS OFFER BUYER HAS AGREED TO DISCLAIM RELIANCE ON SELLER AND TO ACCEPT THE PROPERTY "AS-IS" WITH DULL AWARENESS THAT THE PROPERTY'S PRIOR USFS OR OTHER MATTERS COULD AFFECT ITS CONDI'T'ION, VALUE, SUITABILITY OR FIINESS; AND BUYER CONFIRMS THAT BUYER IS HEREBY ASSUMING ALL RISK ASSOCIATED HEREWITH. BUYER UNDERSTANDS THAT THE DISCLAIMERS OF RELIANCE AND OTHER PROVISIONS CONTAINED HEREIN COULD LIMIT ANY ':• LEGAL RECOURSE OR REMEDY BUYER OTHERWISE MIGHT HAVE, BUYER ACKNOWLEDGES TkIAT IT HAS $OUGHT AND HAS RELIED UPON THE ADVICE OF ITS OWN LEGAL COUNSEL CONCERNING THIS PROVISION. THIS PARAGRAPH SHALL HA CLO SURVIVE CLOSING AND SHALL NOT MERGE WITH ANY DEED DELIVERED [Signufm Page Fallows] T i i 3 } S� SIS 3] J 14 7 f dollop sljnoNrOvo-lh.C:tlurcwXxdo4'eop.ccm�trr7AtnAtetla�JUl•ISS74537fa 3At) This Oflcr has bean signed by the Buycr no of the data firet wIttan above in this A,ddenci m: KR Acquisitions LLC By: /Z florae:Todd R.Nalaon 'fills: Manager 1 This OfYoi is aocepted by the Sellars as of the latest date willten below; Batate of Lisa M,Carter i�nutcv rncsr � z Name., Greg Cuter z Title; Exec'Wor { ' Date; € f g [{ Greg Carter F $y Name: Greg Carler 3 Date:, l f E Rol(h.T(r11euka 4 p3f 1 S By: i Nanta: a 1: 'cnka Date: t .Mark Meredith BY. �Lri�/{�Usuzlll.�` e�3i i��ecr 81PhiZtSi RF(VlS Name; MnrkMeredith Date: t � 1 is t t i l 1 1 dn:nag sfpnamrz verilwipn;v.vai.UocnnpIV f)) iasnr i !- 2 EXHIBIT A Tq ADENI)UM Documents 1. Any leases affecting the Property and any material correspondence related to any leases affecting the Property. 2. Copies of any notices received in connection with any purported or actual violation at the Property of any legal requirement, Y 3 3 3, To the extent that such matters exist and are in the possession of Sellers,nil reports(listed below)or correspondence relating thereto in the possession or control of the Seller relating to the Property(the"Reports"): IL engltteerit�g f b. geotechnical i c. enviroiunet1t81 € , d. boundary surveys or other land surveys I ti1 zoning f. title hisurance policies or title abstracts g. and other similar studies i i t Buyer acknowledges that all such items were prepared by tblr<I parties and such delivery is a I without warranty or representation on the part of Sellers. In the event that this Offer is 4 terininated for any reason all such items will be returned to Sellers. z i 7 1 F � � i E 5 7i r j r i 1 16 ; + } I J I 1 1 r i dot}Jnp'arw:vtgvc[if:elt4n:r.:�rLUott.oii avarmwc:�luatim�rl:[1391(5336:.261: t i € ��1�EDULE l TO ADDENDUM Legal Description jsee attached Exh! it A and Exhibit B] s I i i s s i i 2 5 1 t� t E q 5 1 F� F k I z r t S i s 1 i 5 E 17 f i 1 tlu;I:mp s-tnmuI P.up,8ict[Ion• ihcalv:n/(?i•i?57i•5l1 i-a?S I' J.I,A,t{lyl6 S;�Sj Page 1 of 2 V=NOM t BliM 1763 ACM W bANYi,MM OR 1.688,OUT OP M i'.A.Hi21 AMSiTpWp Af "MCF 140,297,ATZD'CM J DWH MAR;E&L4ii,BiRtWy,ABKRACt'NU.bog,tN W —v4M'M COUNT',TOM,ANA>IR 0 A PMW OF THM CMLU N 7R4M Of LJA#O M=W IN A MM TO AEtt4AJ.i?7OLMM RWWM IN VaL02,113 2189,-PA(M 7441 OMM11 RDMU)8,VAUVJM?COM,MA AND DMIO MME PAR13CIAARI Y I►mMm 13Y mm ANA BOIW 9 AS frDtl.4W$To SVYII• � t I D1:�13d1Uh7(t-d a 31F�'�s.ts$tt tod fwd e!14�a�icai �,ci=.o c�ti.VBst{y figo pf tla Cfulan Pr.oilla RaUroati,udd ltrkt tod ba3�t4:a ttt3tlz�q ttx aPtl�!0}2�I5�19�tea , f;YAt OY 1�s1 dRA�cliud Ia a�fR fRtau 13u5ii{ag) �-,tsLmt�d+�testy�"D F iJoi,=W No,I9AM47 In ilia OfMeJ Mb Rehoue of FMWWt m C=t(q �d�k, i ttatt,adt ttp=o4 MA txmtda 2A 16 acro toot of IW dtuaW III tb>dd Ea Ha H*4.41rA, IaO,t t3ottaty Mleo lmahh,:&m No."lym,O idd KOWA Wimsmtoa , 1k�stlttctt a 112°dfu iron rod f�sl6dre),1 t'10°12'3�`R a dfs#ratra otO,Flt� �� E 7Ji33NCEldbS'W SG''1lptcat421k3,[:'1t�i�tt�acn'atta.(yHaat?rtlAtaSGotdtaan p _ I�tOd fat�1 at 8sa tt�oi t�crjy t�or a�fbat osttEirt l.933 CR}a trrt;t otbaG tlt�ibad 1a n flood to dA Lovas 00ato4A Mm AntLMV rzomN as OafuV(;jWv hum=ea IJo, %0491,❑IIlahsl ROWA vale smA COMV, X184 0 23°50,WE c:6isipr eI st1.15 lim to as Itco tad A=j rl cls t=t W44t Q=w oferld LOS(�=tmra i 711mm 24 bb°Of IV Ra df9saw of WAW bice with Im mtdivaty lim of tdd I'M� t• WA to as IMU VW(OUA t2 p't4 MVIRM W=of tt,nt aort ala 37,160 tato fract ai Iwd 1n a timed to t%h LrAw Carts&Alm Atter mmW m-Co"Uratic', t Auostfixttsi I77a 2Df10Q72E4b,011idal PuEt[o Jtc�snfa,�f;s�y; z C ` IMCS6W'O5'Od"D adWmtDof4132.441 1wMlboWertSlavof"37.1$0I=hut llMNM• t € alms ctA vt tho 4wtt&;h of 'emk aad ha mandate smd tha toattt Um ; is lba I•r��g dtata3i�d 1litxu(15j oouacrs tsu.dL.�.uazs� 1?r�68°09'1[/'�P{At5oti2d,011C� r 2)9 53°00,W W s t3skam of 156.33 AK4 ' I 3)�32`4t}'�9'"Yf to dtattav oi'190,13� t 4)8 95°t4'47l W adish otW4M E"4 I ' 5)8 W O'elt 14'W n dl�sa of 74134 fach, r ' 0)8 01 40'43'B a gitom Pia M Aa4 ' 7)$f�°Q2'f1"watilt�tt�toti32.59� 3 to N22'Y4'7G°CYat0i2Zfi2Jalkt; 1 i I0)II49°kU`�4 4'ln�uQlBfrcfi I t 11)SSE,3312rwadfto3179M4t I2)Y16°2�'�°5Ya►ci�xof245,44fstt; # t r i i t F C; I dvttccpslgs�urcverY„c.,pa+: ExbLbIt"A" � Page B oft I}j 8(i8°96'Ss'S'Andf�xeoF�S4.09&�i; t� 14)849"00'IS"Wad4tm=of498.45fat, s S; 1 1 S)8 36"f9'36"Vl a dlelasuo et259,.f#8 fiatb kfto tarr[hrv>;tt m WK tao poo efm l 3ug the watbim Mau of I that GBttafa60 68 nolo twt61 ttddot dIn a&t;d to rc�kt,ra seat tavotsxcsaIU,pkpIn,Doed Rsaordw YAlfffm�oa Oaueb'c T.111R1t €t NW 10'ors n amloo oP}034At7 tett Eo ca fmn pf j�ati ifa aai6lasaf torts of toa 40.50(us tats E THMM H W 44'04"W a dhtiaaa of 649.2!1&4 Woo a o&MI Lt tho Dmund muc of r9d MU cm WW, 3RBtff 3 8 E9°7 A'S rte'41 n&ftm of 1111 CM to tb frott rod Amd in to out ao of reed L416 wo t,t,&amt to Iran W Arad d the rc %m.4 o4um td'aid tttRi as of Ju* t d-maDd fa Val 164$FM 359,6&W baa Co.,L-m f1 Cr'IW)r w 3 dlE EAE 4f 1.7D f !J3 Lim rod&Ul d tri aa aariftF.W CMM D!r.0 1,BMW 7W. W i ffat faisios�a t l4fdoa oYtec d Fkit fh�§fnet f;r 87tdi 1Z6,pwnoA nf'iYlfBen= O=V,bmm 8 Or 4W W s dfrtanao UM ft�U 71199M}f 00D 12'UT B a d4Umm OR3DR70 fel 0h ft m fho oficld 2AI6 x=tzvA to ) tho V16W Q11176.0 tWa of WA ft"of tau4 t3l11��pJXt � ftmfl=tho(bumft drsr Vm 140 are tm A to V&' MM l.sfl ACM OTLAND OUT OP TIN P.A.FiW ML 9AM,ADMAU N0. � 599, W Y RXL'MBQ?1 Csdffl4'f'ft, =Ak AND BRW A I'ART CW JW 12 OF 1 64t '8 VUBMVMf AfoiSRll o To ME MAT M W AT P It RM IN VOL=A PA-08119,P=ftBGA8ri8 OFVUnAMM tf0MY, AND A PART OF TRMI CWAYN TMM(W tAlND tyll&iSt M IN A MW Tb } ARNOLDTBi,AbMM PEODIUM IN VO1,ifM9 2129,PAOS 7-K OMM Wltil10=14 WWW.AND a>3d W i(r11 ?ATMtA LA tt.Y DI3 CMM BV At 5= AHDBUtt W AB W Lc11M M WXn 1 EMMKti1 sv6tho aeai Iotzfmfdfrl L't,ftm t t4I1fCb BEI Gan plg0 t#M 64 kovtt tw C'D=ttSEuf bm B DPW W11 a ftm aflM.0 f 4 THERM n W 47'W W a M*=of 244,98 Ccs#b to hvn m3 vA it fm d M= WoolTUMM i N 09.04'I7"S a dfomm of 34MI try to aa fora rad rai d ttotib et o I € S TI{9ffL'f3 N 840 0Q'SB'8 4 d dxi o of I ROD ft t*)z iron and cit it MoxmawA civ Ilmod imtaDwilumotnldI4t1St TOM 8 010 10'W 13 a dtt3m of MJO fog tft ft cqt llao a n" j RQI 13 to b pf= of gr&ft ouNift I10 terra oft uzft aBe M4 of 176.74 Z=4h daa dk4 00ALMa A080M'I88,BUILVEYOR4 f t .+a t tltab lT1'IiJ,1 � "M t?Ib T7o.03.D79 f F S i i f (F 1 i i i i gadJIB � - G J lin- At S I. -1 91 ��Y1 i� ' fi+! a � = s flit 12!l �g 12 s z 0 y • L a ti 5 O GrEOR.GETOWN TITLE SINCE ift, Wiring Instructions for Georgetown 'Title Company, Inc. PLEASE CONTACT OUR OFFICE VIA PHONE TO VERITY THESE � INSTRUCTIONS BEFORE INITIATING YOUR WIRE ** i 'Noire to: First Texas Bank 900 S. Austin Avenue � 1 F Georgetown, Texas 78626 ABA: 114 903 103 Account No: 868372 To Credit: Georgetown Title Company, Inc. Escrow Account 1717 N. Mays =. Round Rock, TX 78664 i Please Reference GT Number and Borrowers: t Name: KR Acquisitions, LLC GF Number: Y Please advise the bank to notify Carol, Evan, Jenna, Shani,Katie or David at , (512)255-5839 upon receipt of this wire. In order to ensure that funds are sent to the right bank, please secure wiring instructions from Georgetown Title for each transaction. i Please note that ACH Wires or Electronic 'Transfers are not acceptable and will be � rejected/returned. You will need to speak with a bank representative to initiate your wire through the Federal Reserve. Ifo h y uave any questions or need further assistance, please contact our office at the number below. � Thank you, f 1717 N. Mays Round Rock,Texas 78664 Office 512.2,i5.58.19 Fax 512.244.9138 www.GEORGETOWNTrrt.F.NET t ft I f1 k