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R-2016-4024 - 12/15/2016 RESOLUTION NO. R-2016-4024 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 Bertha Johnson Keller, John D. Johnson, and Nelson D. Johnson, as Power of Attorney for Gladys B. Johnson (the "Keller/Johnson Tract Contract") consisting of approximately 60.58 acres of land as more fully described in the Keller/Johnson 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 Keller/Johnson 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 Keller/Johnson 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 Keller/Johnson Tract. 0112/1604;00368947 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: S i - SARA L. WHITE, City Clerk 2 EXHIBIT "A„ TEXAS AssOCIATION OF REALTORS© COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF T1114 FORM BY PERSONS MOAM NOTMEMAERS OF THE TMAS AS$OCJATIOrf OF REALTORSOIS RUTAUTHORIZEU, Mma Mwct2llanofREALTORS9,Im2014 1. PARTIES: Seiler agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the.Property from Seller for the sales price stated in Paragraph 3.The partles to this contract are: Seller: Bertha ,7ahnson Keller .john D. a70hnSOn and Nelson D. Johnson as Power of Attorney for Gladvs B. J•ohnsan Address: 35t)Comity Road 450,Thrall,TX 76579 --- Phone: 512.926.2900 E-mail: iinllnWine fai-wityiess nnrn Fax: Other: Buyer:ICt Accluisitinrs Ltc, a Delaware limited liahility company Address; 13.0. Box 590 wisconsi.n Dells wi 53065 Phone: (608)259-5230 E-mail: hbarms@a3cley.com Fax: Other; mbonte@kalahariresorts.com 2. PROPERTY: A. "Property"means that real property situated In Williamson County,Texas at 60.58 Acres Round Rack TX (address) and that is legally described an the attached Exhlbit_ A or as follows: RQ5181.9 RQ89805 B. Seller will sell and convey the Property together with: (i) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals, utilities,.adjacent streets, alleys,strips, gores, and rights-of-way; (2) Seller's interest in all leases, rents,and security deposits for all or part of the Property;and (3) Seller's interest in all licenses and permits related to the Property, (Describe any exceptions, resetvations, or restrictions in Paragraph 12 or an addendum.) (If rnineral rights are to be raserved an appropriate addendum should be attached.) 3. SALES PRICE: A. At or before closing, Buyer will pay the following sales price for the Property: (1) Cash portion payable by Buyer at closing . . . . . . . .. . . . . . . . . .. . . .. . . . . .. 3,958,297.20 (2) Sum of all financing described in Paragraph 4 .. . . . . . . .. . . . .. .. . . .. . . .$ (3) Sales price(sum of 3A(1) and 3A(2)) . . . . . . . . . . . . . . .. . . . ... . .. .. .. .$ -- 3,p5a.297.20 (TAR-1802)A-1-14 Page i OF 13 Summll GsmmcrdAl industrial Frgperlk5,Inc.20 Chishuinl Trail Ruund Rack,TX 7AGA I P1tuac:(512)U4.9707 rRx: (512)744.950 Jim Was lohnson60,58 Pradttadl$h7CFOrnxJbJ=IploOutDOlOFilleenMite Road,Fm:erAWiganti0,m my"Anftvrxmm i Commercial ContrecL-Unimproved Property aoncetning 60-58 Acres Raund Roatt TA B. Adjustment to Sales Price: (Check(1)or(2) only.) El (1) The sales price will not be adjusted based on a survey, E2i (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 613. (a) The sales price is calculated on the basis of$ :L.5o per: ® (i) square foot of M total area C! net area. b (H) acre of Cli total area is net area. (b) "Total area" means all land area within the perimeter boundaries of the Property. "Net area" means total area less any area of the Property within: Cl (t) public roadways; 0 (ii) rights-of-way and easements other than those that directly provide utility services to the d Property; and (III) (c) if the silles price is-adjust$d bete t# n �!o Bf e sta4ed�aEcs price;e3the�atty ef# teheieffnlflatieetutast-by-praviding-written-netl � � e-et1=�;ar�y-wifi3ln �a gra y-receives t ie-sbrvey-tl ert#�e�pa c itta`e t3tts-eentfiaet er-if th vatlefte, ;L-�t t„ar�tteteted pei�eRtage;the adjustmerrt�te t#�e sales prjee wili-be made to the �esl�et�ieFref-`#�e-sales--price-pgy$bje-pY-�aypf; 4. $ nrillnaase the per#len of-the sales pRse under-RRragaF# Ars#allows: ❑ A. #iFd tarty�tnaaek�e 9Ae stere t#�irt pa,� tem iii tkae tela[amedrrt o€ =Mals-set�t�st: (1)ts�e-eaRtttrge�upet�ayer-o(at�ir�ir�g-third-par�aasirtg ❑ (2))s=-eenlingeftt--upon-la yer-ot ining-third-party-tlhanE g-in-ae etdaflee-with-tl�e-at#aslaed lienar er4al .aAtrast Finai�slp Addct d,m rrh�, ❑ B. �issu e ; erdal�Ge-wild+-tFie�ttae�lefj-'Esti}rrlefEiei-Gef�traEt-Wt�3REtRC,�-AddeF�r�IH�T�}�-'i9� e N}ii-assume-tqe-existing prernissery-Weis secured by-tt�e-i eperly;-uvfalsta-ba}an r-'.e WGStR"ilt ❑ C. Seller# lnasaei►a eI -,;-m a-pratnisser3ets-apd-deed-a€-test fe�ellepdet-the-terms el--the—attashad--Gommerda"eRtfact--€iaansing -l�ddendu��(�37�—tn--the--arr�eur�t--of 5, EARNEST MONEY: A. Not later than 3 days after the effective date,Buyer must deposit gs,opo.on as earnest money with Georgetown Title (title company) at 1717 North 2i,ys,, Round Rack, TX 786- (address)David Hays (closer). If Buyer falls to timely deposit the earnest money, Seller may terminate this contract or-exerslse� y-ef- -Saef!sether-feffiedies-uadeNP to Suyer_befere-Buyer-depesHs- the-eaamest-meney. B, r-vviii-�tepesi art-addttianai anaeant-ef- wit#a tf�e tftle sem@any-fe be to de pati-ot`tip°-earaaest-raefiey-c�-ar-betefe= Q '`" r oWJeO"9ht to terminat"oder Pafagraph-:7-B-e-xPiras;eF -Buyer-will-be in deiaulti€Bt�yeF falls-tc3-depestt-t#te�ddi€Eeraal rntibgt-requited by his Faragrapfa�13 wi#�i�'��'^"�^�'^'eerier-rtet9des�yer�at-BuyeN�as-flet#i�ly�epeslted�tae-additioraai-ar�eL�tt; (TAR-1£302)4-1-14 Page 2 or 13 Pio+kYrdkfihzpFmt'fltrjafalogklBOinFlYocn7.3nr1na�Froccr,Elth:�asinQ27 ,n Johnon60.58 Commercial Contract-Unimproved Propertyconcerning 60.58 Bezes Round 12nc friv C. Buyer may instruct the title company to deposit the earnest money in an interest-hearing account at a federally Insured financial institution and to credit any Interest to Buyer. 6. TITLE POLICY AND SURVEY: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) Issued by any underwriter of the title company in the amount of the sales price, dated at or atter 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 writing; and (b) the standard printed exceptions contained In the promulgated form of title policy unless this contract provides otherwise, (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines,or any encroachments or protrusions, or any overlapping improvements: 0 (a) will not be amended or deleted from the title policy. 0 (b) will be amended to read"shortages in areas"at the expense of 5a Buyer ❑ Seller. (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 corflpany to deliver the commitment and related documents to Buyer at Buyer's address. B. Survey:Within 45 days after the effective date: Cid (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must' he made in accordance with the: (1) ALTA/ACSM Land Title Survey standards, or (Ei) Texas Society of Professional Surveyors` standards for a Category to survey under the appropriate condillon. Seiler will reimburse Buyer 12.500 00 (insert amount) of the cost of the survey at closing,if closing occurs. © (2) �eNer;-at Seller's expense;� N-turnlsii Bt#y�r-a-s�wey-af�e#�eperty dated a##e�--��,Nve date �'he�tirey-faxs�ba-ffrade-it�sGardaRee-wllti-t#� : ' M-t-anct--T-+lie-�awey-stapdardsr-ar {ifs-fie s�oeiety ct PFOf ssional 6 we—jefaLstandeFds fermi-Gatege"A--survey--tinder the- apprepriaie-esfldltlat�. ❑ (3)deller-�srNl-deliva, -ntyer-aadhe tole setpany-a-tree-and sorfect sDpy-ef �, �I� nest-reseNt- "Fve e-Rreperty Ietig-with aF1 f-davi�mquired--by44ip-4ltle--semparty- F-app;^�"he_, existing-sunny—r;-:„e-misting-survey }s-net-aEseptabte-te-ti�eAtte-eotapai�eller�at--Sell�s- eitpense;will-ebt-ain-a ne�N--er-update yr ee`eptabls-to lire title-ser afly-and-deliver-tqe- aaseptable sate-yze) tyearid tfi t(t!e cor�paay��itkrjt days�altereller resolves-natise-that the e>t{stirtg-sur-ve�-ls net�seeptable-ta-the-tiHe'set�pany,Tete-slesing-ate-will-be-e�ttertdt:d-dai{y-up-te- 2"ays-if fteeesu^ �let;-ta-de]Wr-an--aceeptable suwe�=;;+m„ ne-tithe reektlred dyer-w1N felr�ur�e-Seller {r'^av��mDt;�}-�f��east-ef-tWe-r�ew-er�pt}ated-survey �t-G16SIRg;-lF-61951ng-flt�tF$. C.Buyer's Objections to the Commitment and Survey (1)AA tthit+ d3;`S-a#eF-gayeHe^^+ ;e—oSGm nitfxtent;eeples of lite desurrtertEs-eyld t iHg-the Me e)(sepkeFlsr-at}d-aFlY rt�ltefi-s4�aEeJl�ulfetay-ebjest-in-4ttg to r{tatteFs-discliz-;,, t�'.e items l� he-trtagerisslasev-a -R-;�t; t3. p. -e�ennstitte a defects{" action-u en-tine-Rre e eft&tJF}��F3flGe--t(3-ttttE-pthe�tt,.,.rrRrs Fes;=rn��—�,m-,1n8��-tills-6DFtfa6t--BHteflc :l,ct��l;er�ttlll--satisfy-ak- slasing-er-Buyer-will-assume-at-sluing;-or-(�#ht;-itet�ts-sloe f-the-l�epe� -u (rARA802)4-1-14 Page 3 or 13 Preduealh!fhdpFtrrtppyztp{.ew17G07oFlpoon5kknosd,Fraser,LCdu,�ang6n2� a�1'xrtnt,x,xam SOhnsan6tf.58 I Commercial Contract•Unimproved Property conceming 60.58 A❑rQs Round. Rock TX spedat4ee"amrd-area-{an—W r-- -gone asdeffnew by FEeQ AJ.-4r:-oragmp"80)—applies, $Myer s-deerned to reseiv e��tt�e eta Etre-ear�ler-af {ij-Elie date-ofauyees a&tu pt-ef4he- fiHrVey-Br�il)-ef-ltlEr d2a�iiAe-Spfi ifl P^,Fagmph-99. (2) Seller-mayThift-is-net-obli uyees tuneiy bjeogons-wiEtrif 4b-days-aftepSeHe fe(3efves- �e-ebjeaEieAs—'Fhe-Biasing-date-��riil-13e�#ended--as-ftesessai�-Es-provide-ssac-}�IA��te-c-sire-Ehe- ehjeetians-lf--saller--faiEs-�s--c�:l�-tile--ei;JesElof�-E�,�o--#tine-rsgtilr�d�yLr-„-,�-terfniAate-t#�is- sonEr�sE-try-previdlAg-writ}eft-petle�te-Seiler-wlEhln-S-daye-a�e�the-tf f>3e-�y�-v�isl•i-Seller-�it:tst-sare- {tie-o1�JesEieps-t#-t3 r�er inates;the rAest eAey--less-aaHndependmt-esfisiEiEI ar} under- �ragraph�GtlE-be-refunded-te-t3i;tyei=. (3) -Bayer's failure-te4lffiely-objes�-al-terminate-and"is Pa h is a waive,-tea;� -right-te alfjeet-e-xsept�t�t-Sty}ter-vvifl-Aot-wa}ve-tt�e-requlr�eAts-jA-sshedr�le-S-c31�t�e-sefr►t�tili�ent. 7. PROPERTY CONDITION; A. Present Condition: Guyer accepts the Property in its present condition except that Seller, at Seller's expense,will complete-the following before closing: B. Feasibility Period;Buyer may terminate this contract for any reason within so days after the effective date(feasibility period)by providing Seller written notice af"terminatlon.(Chook only one box..) ® (1) If Buyer terminates under this Paragraph 78, the earnest money will be refunded to Buyer less $ 500.00 that Seller will retain as Independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title.company. The independent consideration is to be credited to the sales price only upon closing of the sole. if nd dbilar amount is stated Int 's Paragraph 7Bd I or if Buyer fails to deposit the Independent canslderation Buyer will not have the right to terminate under this Para raph 78, Ci (2) (plot later than 3-days after the effective date, Buyer must pay Seller$ As Independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent, If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The Independent consideration will be credited to the sales price only upon closing of the sale, If no dollar amount is slated In this Paragraph 78(2) or if Buyerfall s to pay the earnest money Buyer will not have the rigt to terminate under this.Paragraph 713. C. Inspections,_Studles, or ssessrnents: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (Including all improvements and fixtures)desired by Buyer. (2) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller,in advance,of when the inspectors or assessors will be on the Property; (c) ablde by any reasonable entry rules or requirements of Seller; (d) not Interfere with existing operations or occupants of the Property; and (e) restore the Prpperty to Its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (TAR-1802)d-1-14 Page 4 of 13 Pla�lai7�FPusrtUfr/xiV1�0.�1D4TOFlr1oon1,9fa�adFuoat,ld'tli�atdBOiG 1mHisl�aiwn .fohnson6�.56 Cammercial Contract-Unimproved Property concerning 5q 58 Acres, Round Rock, TK (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyers inspections, studies, or assessments, Including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim Involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D.Property Information; (1) Qellvery of Property information:Within i5 days afterthe effective date,Seller will deliver to Buyer: (Check all that apply.) M (a) copies of all current leases pertaining to the Property, including any modifications,supplements, or amendments to the leases; © (b) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing; IM (c) copies of all previous environmental assessments, geotechnical reports, studies, or analyses made on or relating to the Property; ® (d) copies property tax statements for the Property for the previous 2 calendar years; ® (e) plats of the Property; ® (f) Caples of current utility capacity letters from the Property's vrater and sewer service provider; and E] (g) (2) Return of Property information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date:(Checl(all that apply.) 10 (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those Items; I 0 (b) delete or destroy ajf electronlo versions of those items described In Paragraph 713(1)that Seller delivered to Buyer or Buyer copied;and © (c) deliver copies of all inspection and assessment reports related to the Property that Buyer Completed or caused to be completed. This Paragraph 7D(2) survivds termination of*this contract. E. gantFasts Atfeetir�4 Oeeratlens l�r+t;l elesing;Setter-�}�viit�per�te the-greperty the "^n.. ata-tttc effect"we-d.�er reasenabiy prudent-busiRess�tar�dar s-and }will not=lrar�s# a e- ef-any-paxt-Wha-149p�lnteFe4-eF-rightin-the-Pr-aper es at�y-ef-tile per�et�al proper Mms4esefted in Raragrap er-said ride this septr�st-A€tQ the feasihifit} eraed ertds�eller-I }� teat-enter into,C dr er4eFmiaate-a"er seer^^}gin req dans c��t#te Pfepe�y urithet3� 8. LEASES: A. Each written lease Seller is to assign to Buyer under this contract must be in full force and effect according to its terms. Seller may not enter into any new lease:,fall to comply with any existing lease,or Mdke any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, In Willing, if any of the following exist at the time Seiler provides the leases to the Buyer or subsequently occur before closing: (1) any failure by Seller to comply with Seller's obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any advance sums paid by a tenarit under-any lease; (TAR-1808)4-1-14 Pago 5 of 13 FrW.ucrJhAhipFam9byxJpl.up4 t8a7UFlUoa1�A1.7Rd.+.d,FrYot,t. pxld2Q26 1Y8d'.iPL�n+ Jolman 0.58 i t CartlmP.tGfalGGnfrid-UnlrtipNUnd'P.ropetiyeonaernlnII bd •5B A �� 1_ aune�•Rq�k, ^��„ � f (4) ony conassslons,bohuses, free renis,rebates,.brot4MUe-coMtnINfons,or bth'er•mattars that affa ! (6)ahy amounts payable ursdefft foaaas 4hat have.been aeslghed or enourgered,except as secrrrhy for loah(s)ae:�umv�oF•4att�n sub7et±t to under•ih(ac�tt�ct.• • ' - OPO t1 #tap.. . byasl� # as , et#�p�l�er�reales;-rest-}eet3eset<i#ttr�f�.�as-eettr�rr�i�; $f-�4#�e�•as�;•�er�me3retat�s,a��l3��at�aa �r parlY�l evrvid1araolr -ts# Ra1r � ets-s+ret3'. 'zddtt'•9•f}8t--;4i�rgrtil@t39}�I9flB�-�•B-£��?B-•�f��f•'t��?v�'@r�Ff.�5�-;da1(i•{F�dt��?l'. �1--��I'If9Y�B-.6�R� f A The brokers 1Qihia•401e aim: jF i Prinplpal.grakor.lyotnwd s,. �G�ntcau L�aGp©rafPnA:Bzoimr. C 4 AgnhLben. -Ouicik t1gBM:aim • Attdras�:.�OQa•rr. �x••�,5 Ai,t.-F.� � flddrpss�ti?.71 .�Fi�trho!.sn.Sa�-� •• - 134-i14t•t<isrg!`r '7?rc. 7'B�az.- .i "'d�t�;�;�;.2i��'�3 .• P}ian��Fair;sfs;12?�5t?-•aV�4: � . .. •PhP�sB�tisaxt;,{��faf�lir9,7��.•.�Rt2i�a..ax,n' . Er mr3�..�t4>'k#�d4 Stt��ik��hr�m •• E•`ritall:�a�i�as:?ieat i��sir��f'� �+.y eai�.y fI i,con�©Nb' ... .. .u�at►ecrtta'r,�{jq�s�� :. . :: { PrIndp'at•Orcr(«r..'(Ghabko*l na-box) i xfdpei #in .i�tRltercepresemafawap• '� �preg�tstkSafl�t��n1)I - .�1, tdl�r�.e�t3is�atotlfy�• .. .,:••. . . . , . t Is n tntermedtar�!be win QHflar atld'Buyer ( ot {GhanrilY.�l�mdt't"�1 bu(ptu)•� • . _:. '�` = . . ': . .'- Qlaoed):'_� f� I G •t4:} 8eAet Wfli }r..t?rititrfti'aL rbtc tt .jhb' ep:,ap clFtad 0 Ayr :ty pbV.itAto4dSp pomm101pn �gresmant. fat Tk P ricip'. r raisO:S fer,'Prtno�p�l�rQlcerIMI! }> T¢uper h 13Ybke7'ltt�:tea_s add _ in iheAgraarrseiit f3: eri•�tokrs•f�oUrid { )•Rt tf�e dosing oftieais,$ IIS' i pay:, ' f�rlhnipaf a to tens�tfe�;dit Gag�$ratlhgt�e- ,6A G?l " oi.�fiea( p11rt3. : ktfa;seCea pttc . 7h6 ppah ti.$wil be' aid.t' tua4 zmI the title uo" art a the orbaunty,-T'exas S Attrautho*s } �P. Y p.Y {ce 'troy W6 Sbiler'-s-prbca.�aa atclasI Nf71Gf`t Ciapfer`8 , texas Piper(y r�odo,.;a�thotizes.�broK�tb:ssurstt e�Cn'�#co�iinlsslon Vttfttr.alion agdfifat`�ha a ray, ( : ' CJ. '{'tta pattt'}s�may-Oot artseM#std ParVagh 9 WA(hokrt zti�e:wcynen:c>a�t�atlt•.afthr�iprokers•lia{fec#Qd.b�'ih� (TAR ia42)4444 Page s a>'4 . Ra2�d•iG}i2�rp�i�tl�bl'ddlclh�lOfSLzinGC�oRwd,FrNe�,Mft�it�3Q3Q''�.•.s � oJ�nsDoLG.SR i Buddy Johnson Auctionner 592-862-4419 p.2 Goinmemial Contrast-Unlrn proved Property concerning- 50,513 Fy��s. Ra�rl Ra It TK (4) any concessions, bonuses, free rents,, rebates, brokerage conir7issions, or other matters that affect any feose;and (5) any amounts payable under the leases that have been assign-,-1 or encumbered, except as zeourily for loan(s)assumed or iaken subject to under this contract. B: EggogLq, icatestliin- - yJ ixt#er#h�E#;ee aa; elie;�tilF detiaero{ yersiep�et gfted�e#-ea;•I�r-tf� t�yeasf�••ier�aat�st-teases-space in#I�e-P-ropsr�Y:�e-est�ppet•eei#i9e-a.tes-rr�t�s!too:�e-t#te-se�ifieatians-sat�iRed-Itr-tt}e-st�tfet�t:=.rerslen•- ef-TAR-t=eF-483 --6afnt errial-pertaa!-estoppel-Gertit~ieate aA y-additia4at-in alien-r ues tire-par#y--;ende�revtdlRg�nafloirtcd••uf,�er-•{�aragr� �••e--##�ir�t-parEy�!?xd�r-,re$uest5-EaeA- rtdditfal irtierfuatierratleast•=t0-days �yor-lo-tkr6 ear{ies�$a#�-tl�at�;offer-rnay-t�e}iaer-the siprtzd- esteppel-serllpfretes. 9, BROKERS: A. The brokers io this sate are: 1'rintipal.Eroker on gui e1c &..1 3ori at:es. Coupara6nF1.S[Oker;Summit m t Comerci ] Tann. Avant;�Qn Ouic:l: Apeni:sTi_ti1 Bolos Address: 1004.rr,�rfc-•35 Suite A Addmss. 20 •chi.s?ralza Trail , riour�d Rock. 2'_.C78601 RnU;7d.Rock, 't7i 79581 Phone&Fax:_r51212$5-9000 PttOno&Fax;S �°t2,9�4707 eK,� a ��,o^ • E-mal:doncrRdonauacY..com >~-mail:_ia.mPsummi.�—nomme+-uial aom _ License No.; License ho..••05.d Principal Broker: (Oheck-only one box) Cooperating Broker represents Buyer, -IM represents Seller any,0• represents Buyer only. Q is an intermediary between Seller and Buyer, B.. aes: (Check only(i) or(2)belax%j {CompMe the AgresmentBetween,Brokers.on page 13 only if ffl.is selecled.) Q {9) Seller will pay Principal Broker the fee specified by separale written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperaling Braker the fea specifled In the Agreement Between Brokers found below the parties'signatures to this contract. ®. (2)At the closing of this•sale,Sell, III pay: Principal Bro total'cash fee of: ::}�,r " f i �' Cooperating tarp bra-tout cash fee of f� °/a Of the 5$165 Afire. )K] '3-•'ew.• a © 1 of'the soles price. The cash fees will be paid In w111 iamagn County,Texes.S4erauthorizes the We company to pay the brokens from the 5elfer's proceeds at closing. NOTICE, 048pter'62, Texas Proparty Code, authorizes a broker4o secure an earned comnilssion with a lien argain'st the Property, C. The parties may not amend this Paragraph 9 without the-written consent of the brokers affected by the amendment. (rAR-7802)4-1-14 Page li 0f 13 ?rOLll:itf•tih:ltrri7fpry�p:.CZt 140i0F+5a�n}hL i2:ia Frs:cr.LCrh�.n�L�G „rn�.N,.,r.--.� " 3dusun EOSfi i Dec 12 15 03:28p Keller 8303793033 p,1 .ragv 1 U1 1 15.187 K pg612.9.1S.pdf .;.• Gtmpef.:�coa�r�u--ltt�tl�'t�Rr�P�!11xtt�'rri!� .-..=rr`''��.7:�ra� �ot.�s1-n4�k m1� (4)1tnY t fl 5t?ns:b21B s,tfe;r€n15,rig .f�futs�r f*mfflissilm.pr ntflar mgftpfp lflad affa:i (Et any arn!ggnte pnyeVa trlltc#er1_+�9If al hies§ex)aegkanted nt anqsrbe-� & 2s sar. a y tilrto„n(I�);mYtod Qrt�=fif�rbgttq un3arthis wrtlraa P, E''a F _., IIq tt(ia;-``?fi5'2nf; U�`i{ 9fi@F3i {J,kFfc'?$1r�S3fCgJl f an�itisates si8na ri fl ?aft W-M Mt;ea�es f i 1fte�..�44S��F.tsaiici�-s�sr.�- tfe-et�fr�;t�ae- �}-l-itttfif• t'�d��"e`�r-�f9blS�1��f•(N1!lft�.ffr�--25�r-#7 �t1�{-i#-;Ft.;-1#11�d-pa�Yt-si�EtQT,iS-�i1�7- sd�faartel-#�et4rr-aHe�t 49-(IAytr-�rter-Ilt-�Ikk7�tllef't�i�}�rip} -l.4ts-issi�+x�. e�etjFaF-co�fie 9, RRaltEPE: A. The brakes tc alfa t�ajq ara: ?tiriOr,II arokar. ,wn 8raw-Stmrcut ntr�bz�i,�1 Cnc. '� Ageril.l:on (na#rt; A��',7in Dplflr; A6*c=XPOCL.- . r-RI-S. r.nbtn tt: Addfve • }�aurlS�.t3!-it:}i�`•� 7�(�;, iYe�ted�nr�k ��'�t 7-�¢6f[ 4hMM&Fme Prase �e rFE�23a-n;rZ� twtar�to Zyy E�'n3i:dolcq�� "'c 'ros �•maq:&sxkrurre3k;t�Nk.brl-��t•ern, Lr"r.Gflse{oaf r+ - --- -- - -- 1.3Gt�'�N�.=§►_9`48'97��:.,---.. Pfindpal 13rokef:(Chcckci21y oro-box) Cooper.-Ung Srvkorrspresznts auj�r_ �1 repmnents sellsr onityy, !1] xapnmenta Buyer rxtly. d Is an Intermediary betw-an Se11c r"Buyer-. 0, EM:(Che.'tf wy(1)or(?)betolv.) (Campfafs theaf &etK�enBmkctsortpage �onfjrtfl)tvtelectctdJ 13 (i)sewr SMspay P''� Bfu'ker {he fee specipw by EL"rairr wriw1 a3mmission agwEr rail+ be-Kywo Paul brio]Cex ald sew.Ptln 1pai Broker%4"pay Utwer.brig Pi-Oki's•tftII•Few S�(t!<I} �L l� In the Aoraamnt tleMver Bt;*ets round basil'the parties'*ianatrtfea to this contract. fJ 1( 0 (2)At tho dvGrh3 a this sale,Sfilfer I pair, �rittCrpal B a total cash isa of cr,w-aft�g Br�Jfzr a iota]rash tee a; l 9a of ttw&alas pica _a- �yt,a5tfila.alry pr�ae TM cash fees will be p9ld m �S'T��ctr� Costnty,�a�{ps.S�Ya vtfrGfizee the dile compsny to pey the brok s from th�Seffef`S prcrr6ds at do57f�. ' NOTICE:C?W&6,� TeXaS Rup9ify G9A auihofizc's a]raker to-V-7rean corned corn(,$fall w ana�tssrthe Nopardy. .. , 0. The pwifes may Ot amend this Fa Nri3ptl 9'Mlhaut the%Ttenof the bmhem affectedby f3rz nmendmenL (TA) 1dg4•t-14 Pa©eGof.3 acarNwn:qrc.•arMis�o;.worH+nsNrf•�R�v.t+.ai�+u5n z..,.:.,.-«3 3amfdhsR Q https://us-mg5.mail.yahoo.com/neo/le_blank 1211I/2015 ConimerclalConlracl-UnimprovedPropartyconcerning 60.58 Acres Round Rook TX 10.CLOSiNG, A. The date of the closing of the sale (closing date)will be on or before the later of: (1)El days after the expiration of the feasibility period. d (specific date). Ild see special Brovzs30n5 Ad!jendum _ (2) .7 days after-ebjestlens m de-L-Mdef4 aragraph-6G-have-bee"ure"r-waKed:- B. If either party fails to close by the closing date, the non-defaulting party may exercise the remedies In Paragraph 15, C. At closing, Seiler will execute and deliver, at Seller's expense, a ❑ general IR special warranty deed. The deed must include a vendor's llen if any part of the spies 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) with 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 Ifespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense,will also deliver to Buyer: (1) tax statements showing no delinquent taxes ori thv 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 executing thls contract Is legally capable and authorized to bind Seller; (5) an affidavlt acceptable to the title company stating that Seller is not a foreign person or,if Seller is a foreign person, a written authorization for the title company to; (t)withhold from Seller's proceeds an amount sufficient to comply applicable tax law; and ('it) deliver the amount to the Internal Revenue Service (IRS)together with apprdprlate tax forms;and (6) any noticesi statements, certificates, affidavits, releases, and other d6cuments required by this contract, the commitment, or late necessary for the closing of the sale and issuance of the title policy,all of which must be completed by Seller as necessary. E. At closing,Buyer v1111: (1) pay the sales price in good funds acceptable to the title company; (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in a lease for any part of the Property a written statement that: (a) acknowledges Buyer has received and Is responsible for the tenant's security deposit; and (b) specif les the exact dollar amount of the security deposit; (4) sign ah assumption of all leases then in effect;and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. E. Unless the parties agree otheRvlse, the closing documents will be as.found in the basic forms to the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11.POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted.Any possession by buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement Is a Sandford-tenant at sufferance relationship between the parties. {TAR 1802)4.1-111 Page 7 of 13 ProducndrrhxpFomfttrla3ptr,�Sc tkklkFlftecnSYaReaR,Fraar,rJ.hhlpsn-s63te byroc►yp�.,� lahnson60.5B Commeruial Contract-Unimproved Property concerning GQ,SR Acres Round Bock %1X 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, Identify the Addendum here and reference the Addendum in Paragraph 22D.) See attached Spacial 'Provisions Addendum 13.SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability,If applicable; (3) tax statements-or certificates; (4) preparation of the deed; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure;and (7) other-expettses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following-at or before closing: (1) all loan expenses and fees; (2) preparation of any deed of frust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (G) other expenses that Buyer will pay under other provislons of this contract. 14.PRORATIONS: A, Pmr-aflGns: (1) ark#crest-st}-any-asstir�t+rr#-leat�-t�hes;-rer:ts;-ar��-e�rpehse-reir�urserrte�„�s�r;?r„�enar�ts-��1N-�ie- pror-ated4hr-augha the-desitcd date; (2)tf-the-;:Mount-ef-ad-valer tis fmr' R-wWGh4he-saie-elsses-is rlet-avallable-en4he-csledng- -da` e-KWous-rear IIf-the4axtG#er-the- year--tta-whistr-t#�e-sale-slmses-vat3�-fr�>�L-#he-auto>�i}t-pratatetl�iesing;-#he-parties-will-adjust-tlte- -preraHetas-when-#h�--t="„�ta;c,T,eras-€er-t#t:;-yeaF-ire-wfiisl�-##�e-safe-stases-beseL�Le-auaitabi�-7itis- 42aragraph !4A(2)(2) ^un&es-dleslrag. J (3} }#-Bert es a lea,,-Q>-i t�lE}c Hae izreperty sty Jeef#e ate existing ilex eller-wllt traHsfeF 11- -reserve-depeslts--t3eld--fly-the-Ieltiler-#sr t ►e-peS�r i+ t taac s;instaranee- t fur and-ether; shaFges-#a-Buyer-et-elesirrg-atad�gwy�r-y,"4Ti elmbutee-stseh,amaatatts-to Belie ae: ustmen'�stets. w bar ars- pprmpttate- B. �c�llt�asi<—Taxes:-t€�etiet;-cha�n]ges-#fie-use-o€-t#ae�re�eriy-Delete-C-tes�rg$r-if-a-f3e13'tal-of-a-speeiai- vaWUen-tan-the-FfflpeFtY dal it,E&Ater-results-iaxes, etate>T-ar- 4nterest-(asses-sfRefiW)fer-fserieds liefiare slQsis} ,1 a assessFrtertt will be a ehtigattet Mtge-Sattler-} his safe a F„o��T:�s�f Iae Rr�aperty a#eFetosiAg results lta�dditienal assessnaeats-far--perled6 I3efffe- sles4Rg�te-asseasraertts-wRl-be-tkte-ebligattert-ef-I.3r#yr,r_TI-ais-pa�graph a��lt>�Ives-slosir3g. C. Dent and Security Deposits:At.closing, Seller will tender to Buyer ail security deposits and the following advance payments received by Seiler for periods after closing: prepaid expenses, advance rental (TAM 802)4-1-14 Page 8 of 13 Pra41_cdWthz,�9FCM;0bY*La01x 10070Ei'QQol dlaRoad.Frascl:kit`0un40'a0 wAw}folOghrna Johnson 60.58 Commercial Conirscl-Unimproved Properly concerting 60.58 Acres—Round Rack TX payments, and other advance payments paid by tenants. Bents prorated to one party but received•by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received,This Paragraph 14C survives closing. 15.DEFAULT: A. #suyiis-te-ee >iitt�tills-sc3nErae �r�-defaalt-and�e{iers�elter!s-sale- redy(iess}� fnay-terminate4hls-septMGI--a rd4eceWe-ffie-earnest anopey,as iinuldate�damages-f©r edge s-failare- ex�ept�#er�ny damages resuiNngr�,n•�, Gr's inspesti�aras;studies or-assessn;eats-ln asct�rdanse vet tbr-agr-apfs{3}urist�-Seiler nay-p�rsae�F {Ghe* if a�ptfsable} ❑ enforce-speei�c�aerfar-r�n�e�seeE�skt-atter-relief-as-rrra��e-previd�rl h �. B. #-witl eutfbutt eller is unable�vEt#�it�tlae-tine allotYed to deNver#{ae estep@eE e�riihsates;suw�} ar-the- e9mmiirneWBuyer-may: (1) ter-r�ilrrat�-t#is-set�faet-and-receive-tfiie-ear-nest-tfre�eyj-less-any-tnde{aepdent�errsider�Eien�de�- l�aragrapi -0�1);as liaftldatdamages-aAd as Buyele-remedy—or (2) e*Md-the-tinie-inr--periefrtianse cep to 1y days aAd the s4esiag tuili he x{er�ded as r�esessa + C. €wept-a"revided-in Pafagfaph-4SB, if Seller falls to comply with this contract, Sellar Is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any indepehdent consideration under Paragraph 78(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce speciflc performance,or seek such other relief as maybe provided by law,or both. 'i B.CONDI5MNATION: If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: A. terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, lees any independent consideration paid under Paragraph 713(1),will be refunded to Buyer; or B. appear and defend in the condemnation proceedings and any award will, at Buyer's election,belong to: (1) Seller and the sales price will be reduced by the same amount; or (2) Buyer and the sales price will not be reduced, 17.ATTORNEY'S FEES, If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought-under or with relation to this contract or this transaction,such party is entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorney's fees.This Paragraph 17 survives termination of this contract. 'Ill.ESCROW: A. At closing, the earnest money will be applied first to any cash-down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer, If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. if the title company does not receive written objection to the demand from the other party within 15 days after the dale the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses Incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. (rAR-1802)4-1-14 Page 8 of 13 PiaC=drihrlpFomMbyzy f)lc0ic10070PfQeMryfaflol,FfMnr,r/Jd!Q:a40070 Jotiman60.59 i CummerciatConhrt-UnimprovedPropartyaonaemln8 50 AMA �d doTX C. 'fire Me company will deduct any independent consideration under Paragraph 78(1) barore disbursing l any earnest money to Buyer and will pay the Independent consideration to seller. 1 0, If the title company compiles with Ihla Paragraph A each party hereby releases the dile company from i 811 claims related to 1ha disbursal of the earnest money, P. Nnllces under this Paragraph 9B must be sen'by cartif(8d mall,return Mcelpt requested,Notices to the I title compenY are effective upon receipt by the title company, F. Any party who wrongfully falls or mfuees to sign a release acceptable to the tillo company within 7 days after receipt of the rQquest will be liable to the olher party for liqu(dalad damages in an amount equal to the awn of: (1) three tirrtes the amount of the earnest money, (15 the earnest money; (111) reasonable attomey'a fees;and(fv)all costs of suit, i 0. 0 Seller© Buyer Intends)to complete this lransecllon as a part of an exchange of like-kind proportion r In acabrdence with Sea 1031 of the Internal Revenue Coda, as amended. Ail expens connection w11h the contemplated exchange Wil be paid by the exchanging party. The other party will as ,in not incur any expense or liability with respect to the exohange.The partlas agree to cooperate fully and in good failh to arrange and corisummale the exchange so as to comply it,t with the provisions of section foal of the Internal Revenue Codehe maxlmurrr extant feasible , .The vlher provisions of this feasible Mil not be affected in the event the contemplated exphangs falls to occur. 10.MAt"BF2)Al-FACTS: To the beat of Seller's knowledge and belief;(Ghach orrlyon&box.) © A. Seller is not aware of any material defects to the Property except as slated in the attachad Commercial Property Condition Statement(TAR-11408). 13, lacoepl as otherwise provided in this contract,Seller Is nut aware of: t arry subsurface;structures,pito,%Vasty,springs,or Improvements; 2 any pending or threatened Illigallon condemnation,-GNsWessffi9AtMolina the Property,, �3 any envIropmental hazards or condIlloris that materially affiect.ifie property, 4 whbther the Properly(s or has been used ferthe storage or disposal of hazardous materials or toxic waste,a dump site or landfill,or any underground tanks or containers; (5) whether radon, asbestos cantalnlnp materials, ureadormaldshyde foam Insulation, lead-based paint,toxic maid(to the extent that it adversely a(fecis the Preailh of ordinary Occupants),or other I pollutants or cpntaminents of any naturo now exist or ever existed on the Ptap8rty; (6) any watiands,as deffnad by federal or state law or ftoiation,on the pmparty; any threalone d or endangered species or their habitat on the Propgrty; r89)) any present ar peat Infestation of wofld deslratninsects intheproperty's improvements;any contomplaled material changes to thn Propely or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (10)any condlllon on the Property that violates any law or ordinance, (Describe any exaepttons to(1)-(10)In Paragraph 12 or an addendurn.) 20.NOTICES:All notices between the parties under this contra at must be in willing and are effective when hand-delivered, mailed by certified mall ratu n receipt requested, or'sent by faoslmlla transmission to the v Parties addresses orfaesTmlle numbers stated In Paragraph 1.The parties will send copies of any notices to the broker representing the party to whom the notices are sent: J �( " El -fr^-3elIerat3n-eencenf� W S. Buyer also consents to receive any notices by e-mail at B yeas a ms i address slated In Paragraph 1. 12 loll- 24.6tf - taod hill}is erl effert to-rase related-te-this-seplaast--t �g�e-tjegotiate-1 R> yrdlepute- ' >;dtrrnit-t}tE-dispute-te-Rtedfatl�e-aFs�e-tf-t#r�e�-ar-b�I�Na�sFietdv�-by-�$IlaHarrr-Ike-par#{ee-wiN- gatle rr�d-sv111-equally-spare-the-assts-eg tzru3-102l4-1-14 page 10 of 13 v+�'.t=luxb,1pFq�Ob1zW.9w,lrNlomrt�+irlarceea,sre�u,ucr.4c,rEe7a pGy� Joralcn base 1 Buddy Johnson Auclionner 512-862-4419 p.3 Commercial Conirdd-Unimproved Property concerning 6fl.58 acres Aound oelc. TX C. The title company will deduct any independent consideration under Paragraph 713(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D, If the[ilia company complies with this Paragraph 18, each party hereby releases the title cor.ipany from all claims related to the disbursal of the earnest money. E, idolices under this paragraph 18 must be sett,by certified mail, return recolpi reduesled. Notices to the title company are effective upon receipt,b,y the title company. P. Any party who wrongfully fails or refuses to slgn a release acceptable to the title company within 7 days after receipt of the requesL will be liable to the olher party for liquidated damages In an amount equal to the sum of; (i) three times the amount of the earnest money; (il) the earnest money; (iii) reasonable attorney's fees;and(iv)all costs of suit- (. 0 Seller O Buyer intend(s)to complete this transaction as a part of an exchange of like-)rind properties in accordance with Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the exchanging party. The other party will not incur any expense or liability with respect to the exchange.The parties agree to cooperate Fully and In good faith to arrange and consummate the exchange so as to comply to the maximum extant Feasible With the provisions of Section 1031 of the Internal Revenue Code, The other provisions or this contract will not be affected in the event the contemplated exchange fails to occur. 19.MATERIAL FACTS, To the best of Seller's knowledge and belief:(Checit Only one box.) Cl A. Seller-Is not aware of any material defects to the Property oxcept as stated in the attached commercial Properly Condition Statement(TAR-1408), 0 B. Except as otherwise provided in this contract,Seller is not avrare of (1) any subsurface:structures,pits,waste,springs,or improvements: (2) any pending or threatened lillgatlon,condemnation,-eft-assessment effecting the Properly; (3) any environmental hazards or conditions that materially affect the Property; (4) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landitil, or any underground tanks or containers (5) whether radon, asbestos cnntaining maler121S, urea-formaidehyde foam insulation, lead-based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed on the Property, (6) any wetlands,as defined by federal or state law or regulation,on the Property; (7) any threatened or endangered species or their habitat on the Properly; (8) any present or past infestation of wood-destroying insects In the Property's improvements; (9) any contemplated material'changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (10)any condition on the Property that violates any law or ordinance. (Describe any exceptions to(1)-(jo)in Paragraph 12 or an addendurrr) 20.NOTICES; All notices between the parties under this contract must be ir- writing and are effective when hand-dellvered, mailed by certified mail return receipt requested, or senl by facsimile transmission to the patties addresses or facsirnita numbers stated in Paragraph 1. The parties will send copies of any notices to.the broker representing the party to whom the notices are sent. �--4efier�iscreottssttis"t�eiye--airy-trot; p-c-maiF-at-Saiier�s-�tttaitac �" 0 13. Buyer also consents to receive any notices by e-mail at Buyer's e-mall address stated i in 1. Z1,B1Sl�'' ,n�Cktdq it +` M)es tha9a negotiate-)n greed halt[}irren eflrt-fe ,esetye aa� tlsp - relatefi-to-ibis-,or�traerat-tae. IF-iHe�fspete-c�aRaf be-ress{ved- r�egntiaNen toe-#cavies-�vilb s J6r�il to tttspute to rrtediatlora t3exer�resdrtiRg-ts-arbRfaU9fi eFlitigageri-apd-mill-equally-si ae-the-c-ecfs-e€ (TAR-16D2)4-1-14 - Pageltigti3 aa��rJ�ia,vepa:nne�ra�s<icarorm�:,,�rirn�a.�r.,kr.raa,y.,aeiru�,urfirm Jofmion b0.58 f Dec 12 15 03;28p Keller 8303793033 p,2 Camammial Conttacr-Unimproved Pmpertyconcorn(ny 60.58 A res Roun e k. "i3C C. The title company will deduct any independent consideration under Paragraph 78(1) before disbilrsing any earnest money to Buyer and will pay the independent consideration to seller. D. If the title company complies with this Paragraph 18,each party hereby releases the title company from all maims related to the disbursal of the earnest rnoney. E, Notices under this Paragraph 18 must be sent by cerfiried mail, return receipt requested.Notices to the title company are effealive upon receipt by the title company. F. Any party who wrongfully falls or refuses to sign a release acceptable to the title company within 7 days after recelpt of the request wait be Gable to the ather party for liquidated damages in an amount equal to the sum of: (1) three times the amount of the earnest money; (ii) the earnest money; (til reasonable attorney's fees;and(iv)all costs ofsuft G, W Seller D Buyer intends)to complete this transactlon as apart oFan exchange of like-hind properties in accbrdance with Section 1031 of ttre Internal Revenue Code, as amended. All expenses in connection with the contemplated exchange will be paid by the-exchanging party. The other party will not Incur any expense or liab{1{ly with respect to the exchange.The patties agree to cooperate fUly and In good faith to arrange and consummate the exchange so as to comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Code.The other provisions or this feasibnh-acco t : will riot be affected in the event the contemplated exchange falls to occur. 19.MATERIAL FACTS;To the best of Seller's knowledge and belief.(Checli only one box.) D A. Seller iia notaware of any material defects to the Property except as stated in the attached Commercial Property Condition Statement(TAR-1408). IM 13. Except as otherwise provided in this contracfi Seller is not aware af; (t) any subsurface;structures,pits,Waste.springs,or Improvements; (2) any pending or threatened lit)gat)on,condemnation,�}aerjt affecting the Property; (3) any environmental hazards or conditions that materially affeet.the property; (4) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste,a dump site or landthtl,or any underground tanks or containers; (6) whether radon, asbestos containing materials, urea-formalddhyde!.foam insulation, lead-based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed ori the Property; (6) any wetlands,as defined by federal or state law or regdlaffon,on the Property; (7) any threatened or endangered species or their habitat bn the Property; (8) any present or past infestation of wood-destroying frisects in the Property`s)mpravements; (9) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (10)any condition on the Property that violates any law or or dfrrance. {Describe any exceptions to(I)-(M)in Paragraph 12 crass addendtrtn.) 20.NOTICEB; all notices betwaer'r the parties under this contract must be in writing and are effective when hand-dellvered, mailed by certified mail return receipt requested, or senl by farslmile transmission to the partles addresses or facsimile numbers stated in Paragraph 1.The partles will send copies of any notices , to the broker representing the party to whom the notices are sent: l 6. Buyer also consents to receive any notices 6y e-rrrail at Fiuyer's e mall address stated in t'aragrapi�1, 29.�ltS 4111:�q2-pa�e�-a�egetiate-in-geed�{�-{ ':. t�tatryd tr t;�_,�__ :.':� .....; ..Ff54��}f�e�ISPR6E-�e-i�591N�-�t-��gtlZtieF3—il•I �'"dispr�tg- tfatt�l�the d{spt#e to befare ar-{itlgaeIN egrrafty sE�a € (Tsui-lana)4-1-14 Page S(;cite ��++w��rn=m�rrrrictwi<►mrroeu�,tny ''•: nrad.Frow.uwu,�,ca�ra aaf•� •, ,:: Johnson 60.i$ i Commercial Contract-Unimproved Property concerning 60.58 Aores Round Rocic TX a r�utt�alty ssepta�le medi=iter- #is-paragraph-�ves-terrnlrtGtIDn Oft„is-seWfa61—This-paFagraph-doee- rie t-preo{ude-a-past-#'foal-see�iRg�rWitable-Fetie�er�-G-ea�f-aempaterit-�uFisd}Etier�. 22.AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns.This contract is to be construed in accordance with the laws of tha 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. 0. This contract contains the entire agreement of the parties and may not be changed except ih writing. C. if this contract Is executed In a number of identical counterparts,each counterpart Is an original and all counterparts, collectively,constitute one agreement. D. Addenda which are part of this contract are:(Check•all.that.apply,} ® (1) Property Description EXhlbit Identified in Paragraph 2; Cl (2) Commercial Contract Financing Addendum (TAR-1931); CJ (3) Commercial Property Condition statement(TAR-1408); 171 (4) Commercial Contract Addendum for Special Provisions(TAR-19+40); 0 (5) Notice to Purchaser of Real Property in a Vlrater Distridt(MUD); Q (6) Addendum'for Coastal Area Properiy.(TAR-1915); CI (7) Addendum for Property Located-Seaward of the Gulf Intracoastal Waterway(TAR-1916); W (8) Information-About Brokerage Services(TAR-2501);and (9) Special Provisions Addendum (Note:Counsel forthe TaUsAssodallon or REALTORS(D(TAR)has dolonainedthat any orlha faeagofng addenda Witch amPromulgaledby Gla Testas Real t stale commission(Mc)or'7ublishodhy 7Aft are appropriate roraso mti!t]dsfoaa) E. 43uyer= 13 may 0 l ay-rret ass[gr is septrac }f t3uysr-asslgRs this sentFast;-1 Fwill be-relieved ef any futw):etiabllR”. F1def-4hls-sst3tfa^t c^l, if the ^ ^;gam wOng;-alkebtigattens-and- l(abiHtt-of uyeH4nderhis 6 ritrast. 23.'TiME: Time is of the essence In this contract. The parties require strict compliance with the times for performance, If the last day to perform under a provision df this 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, Sunday,or legal holiday. 24.EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25,ADDITIONAL.NOTICES, A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with dr obtain a title policy. B. If the Property Is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded Indebtedness, or standby fees of the district before final execution of this Contract, C. Notice Required by §13.257, Water Code: 'The real property, desoribed below, that you are about to purchase may be located In a certificated water or sewer service area, whlch Is authorized by law to provide water or sewer service to the properties in the certificated area, if your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can (TARA802)0-14 Page 11 of 13 Ptulu ed5lilhtlpPn7m9hyil7Logbt 18a70FVIcettillkfivd,Frno,Alclt7pantE1126 1ed5Yty�gcfs�m lallntda 60,58 Commwdsl Contract-Unitnproved Property concefotrrg 60.GB ]�crras Rauh R ak receive water or sewar service. There may be a period required to canatfuct lines or other faclllilen neoeseary to provide water or rawer service to your property. you are advised to determine ff the property is In a carlifiicated area and contaut the utility servlaa provider to determine the cost that you will be required to play and the period,If any, that is required to provide water or sewer service to your Property.The undersigned purchaser hereby acknowledges recelpt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described In the notice or 8t closing of purohese of the real property."The real property is described In paragraph 2 of this contract. D. If the Prgperty adjoins orshares a common boundary with the tidally influenced submerged fand-s of the state,§33.136 of the Texas Natural resources Code 1"EgUY84 a notice regarding coastal area property to be Included as part of this contract E If the Properly Is fooated seaward of the Gulf Intracoastal Mterway,§61.026,Texas Natural lje¢ources Coda, requires a notice regarding the seaward location of the contract, i'roperty to be Included as part of this F. If the Pfopsrty is located outside the limits of a municipality,the Property may now or tater be Included in the exira•terrilorial jurisdiction(ETJ)of a municipality and may now or later be subject to annexation by the munlcipallly, aeh rnunlelpallty maintains a map that depicts Its boundaries and ETJ. To detwmine if the Property Is located Within a munlc(palkle ETJ, Buyer should conlaot ail m01bip-41:1 s located In 1115 general proximity of the Property forfudherinfofmailon. G. Brokers are not quailfipd 10 perform property Insppections,surveys, ennineering studies, environmental assessments,or nspectiope to deter.ine compliance with zoning,governmental regulatlott%or laws: Buyer should seq%. experts to perform such services; Bayer should review Iopal bullding apdas, ordinances and other appitoable taws to delermlha their effect oh the Property, Selection of experts, Inspectors,and repairmen is the responsibility of Buyer and not the brokers.Brokers are nut qualified to determine the credit Worthiness df the parties. Q Q 26.CObft'RACT AS OFFER,The execu$on of this contract by the first party constitutes an offer to buy or sell the Properiv.Untass the other part accepts the offer by&ao p.m„In the time zone in v�hloh the Property Is located,on— �11?�vr.�.a / rrthe offer will lapse and become null and void, READ THIS CONTRACT CAREFULLY, The brolcers and agents maize no representation or recommendation as to the legal suffir lency,legal effect,or tax cansefluences of this document or transastioh.CONSULT your attorney BI; ofiE dlgning. (TAR-18112)4-1-14 Page 1E of 13 PAJhKtdNA,lpTMlAlryD�lT.,b 1�ipFJk,nU/oeuArru,a.Ms�tOl+IIEVIGy„rrM.mf.mn JO}IC[9itbC156 Buddy Johnson Auclionner 612-862-4419 p.4 Cnmmerclal Contract-Unimproved Property cancarnigg 6U.s8 Acres. Round Rack, Tx receive water ar sewer service. There may be a period required to c6rlstruel necessary to provide water or sewer service to lines t7r other facilities your properly. You are advised to determine if the property is in a carlfjcated area and contact the property. service provide., to determine the nest that you Mill be required to pay and the period,if any, That is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the executiod of a bidding contract for the puttie foregoing notice at or before rchase of the real z Closing of purchase of the real property."The real property is descrrlb re to Paragraph 2 of this contract. D. If the Properly adjoins or shares a common boundary with the lid fly Influenced submerged lands of the state, §33.136 of the Texas Natural Resources Code requires a notice regarding coastal area properly to be included as part of this coniract. E. If the Property Is located seaward of the Gulf Intracoastal Waterway,§61.025,Texas Natural Resources Code, requires a notice regardina the seaward location of the P contract. roperty to be included 2s pati of this F. If the Property is located outside the limits of a municipality, the Property may nosy or later be included in the extra-territorial jurisdiction (ETJ)of a municipality and may now or later be subject to anriexalion by the municlpalily, Cach municlpallty maintains a map that depicts Its boundaries and ETJ, To determine if the Property is located within a munfcipaitty's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. Stokers are not qualified to perform property inspections, surreys, engineering studies, ell ironmental assessments, or inspections to determine compliance with coning, governmenia! retiulatians, or laws, Buyer should seek experts to perform such services. Buyer,zona should review local lationbuilding codes, ordinances and other applicable laws to determine their e" ct on the Property, seleolion of expeds, t inspectors,and repairman is the respolisibilily of Buyer and not the Brokers are not qualified to brokt?rs, determine the credit Worthiness.of the parties. 26.CONTRACT AS OFFER: The execution of fhls contract by the first art thea Property. Unless the of sr party' accepts the offer b 5:00 patty time 7- ne,iutes an offer to buy er sell iocated,on � — �a lb� i� Y and In the time zone in which the property Is •�-----r.tt�e offer will lapse and become null and void. READ THiS CONTRACT CAREFULLY. The brokers, and agents make no representation or � recommendatlon as to the legal sufficlencyr legal effect, or tax consequenc transaction,CONSULT your attorney BEFORE signing. es of this document or , l Page 12 or 13 f�a�.cetlKYlr��,,=wto(LSq•i,tlnlf+�C010FiMonN�eBa�yfWto4lrthea�ll{G026 in,+.ri,imuorn 1aluKoa fiU3E i i Doc 12 15 03:29p Keller 8303793033 p.3 Commw,iat contact-Unlmproved property concerning s0.ti8 i3ax:es Round Rack TX receive water or sewer service. There may be a period required to constntct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the- properly is In a carlificaled area and contact the utility service provider to determine the cost that you will be required to pay and the period, If any, that is required to provide water or seater seruire to your property. The undersigned purchaser hereby acknowledges receipt bf the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice rrr at closing of purchase of the real property."The real property is described irtParagrapil 2 of this corifract. D. if the Froparty adjoi)As a shares a common boundary with the tidally influenced submerx ed lands of the state, §33.135 of the Texas Natural Resources Code requires a notice regarding coastal area property to be included as part of this contract '• E, if the Property is loaated seaward of the Gulf Intracoastal WEtterway,§81.026,Texas Natural Resources Code, requires a rtolice regarding the seaward locafinn of the Properly to be included as-part of this contract. F. If the Property is located outside the limits of a municipality, the property may now or later be included in the extra-territarial jurisdiction (ETJ) of a municipality and may ndiv or later be subject to annexation by the municipality. Each municipality maintains a map that depicts Its boundaries and ETJ, To determine if the Propbrty Is iocaled bAthin a municipality's ETJ, Buyer should contact all muhicipalitids located in the general proximity of the Property foriurlherinformation. G. Brokers are not quallfred fo perform properly inspections, surveys, engineering studles, environmantal assessments, or inspectlofis to determine compfiarame with zoning, govemmerital regulations; or laws. Buyer should seek experis tq. perform such services: Bp yer should .review local latrl[ding Godes; ordinances and pther applicable laws to.determine their effect ah the-Property. selection of experts, / inspectors,and repairmen is the rrrsponsibility of Buyer and not the broke&s.Brokers are not quallNed for h determine the credit worthiness rnf Rhe parties. ,\ i;. 26,CONTRACT AS 017MR;The execulion of this contract by the first y party enn'stitutas an offer to buy or sell [ the Property. Unlessth t>;ie pal accepts the offer by 5:00 p.m., in the tinie`zone in which the Properly fs located, on ally offer-Wit lapse and become null and void. READ THiS CONTRACT CAREFULLY. The brokers and agents make no representattol7 or recommendation as to the legal sufficiency, Iegal effect, or tax consequences of this document:or, transaction.CONSULTyour attorney BEFORE signing, i . (TAR 180a)4-1-aa . P�ge12or19 F'rocYctaxfnupFw�,47Gyzpitpb levraFt[bmwvnwo.F;a;ar,R�r9urS9?26 re,;.z4+tok,nn _ lriswun 40,58 ! ! 1 i Commercial ConUaet-UnimprovadPtopertycanwrntrrg AOREEMENT BETWEEN 13ROKERS I (use only If pardumph 98(f)/s eBeollve) Principal Broker agrees to pay (Cooperating Broker)a fee when the Principe!Broker'e foo Is received.The fee to be paid to Cooperating Broker will be; I Q $ ,or C! %of the sales price,or Q X%of the Principal Btukees fee. The title company Is authorized and d(racted to pay Cooperating Brro%erfrom Principal Broker's fee at cicsing. This Agreement Between Urokers supersedes any prior offers and agreements for compensation hehveen brokers. Princlpal13roker, Coupatating Broker. 6y By. ATTORNEYS Se9rsPsailamcy:_. .. _._ _ ^� BuyePsattnmey.�rua� rra�nn w Asi � ��91L �yna7.ann ,'L --�QPL�1'r.X..P.St1� PfdnChtlater �lncrs rr�� 204 aaares5: 13 �t .-- aadress; asn s PhonegFax. ' Phone&Fa soar. jy Emetlr}oa7 a=t zong av_ctnm r f Seller's attorney requests copies of documents, Buyees allomey requests coples of documents, notfres,and other Information; not)cesand other informatlam f e iftte company sends.to Beller. © the Ifile company sends to Buyer. 018 yer sends to Seller. ® Seller sends to Buyer. l ESCROW RECEIPT The tlge compony acknowledges receipt of GA. (tie oonhact on this.day --_ (effecov�dale); MB. earnest money In the amount of$ In the form of on Title oompany: Address: 1 Ely, Phone a Pe;o AWRned file number(GF9): 5.nwti; r t 1 ! l (TAR-18D2)4-1-14 page 13 QN3 Ficdaarif:h�}s'omrbri�oW rsnraftaamrs�wwaFrmp,Vxkp�n400tG rlvmictrmm khatatbas9 I Buddy Johnson Auclionner 512.862-4419 p,5 t Commorclal contmct-Unimproved Pmpedy conceming AGREEMENT BETWrzEN BROKERS (use only ifParagmph 96(7)is effeclive) Principal Broker agrees to pay ' fee.when the Principal Brolter's fee is received.The fee to be paid to Coope:�hng Broker w 1(Coob�raiing Broker}a © ,or 0 %of the sales price,or LI %of the principal Brokers fee. The title company Is authorized and directed to pay Cooparaling Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compenscticn between brokers. Principal broker: Caapararing Eraker. ey 8y: ATTORNEYS r Sallor'sa(Iomay_ Buyersattamey Bruce xE w rude arvr„lts4n �rFpri),riT aSrar � Mnnc-i,nr- nr n a Address: -tom n �r8&F-c�',l•12-�§��I:---- Address:�asL• Ma.z�].in S Phone&Faax:A _ adison CJS Y 5 (0) Phonaa Fax.tnos t zas-s.?,e E-mail: ��S Yr t � r e ff E mall.,bha=aEfaxla Seller's atlomey requests coples or dacumenis, . Buyer's attorney requests copies of documents, noes,and other inrormation: notices,and other Informaiton: 1Zd tt�e title company sends Seller. R the title company sends to Buyer, ltd oyer sends to Seller. ® Seller sends to Buyer. ESC REGEIpr The title company acknowledges receipt of: OA. the contract on this day (effeciNs bate); 08. earnest money in the amount of$ In than roan or on Title nmpany_ Address: By: Phone 8 Fax: ftlgried fife nurliDer(6F#): E-Mail: r I UARAB02)d-1-id Page 13 oFT3 • Ploh[a1RlrtipFGr,FJh,•�;plaj,10070FL'IrgxJ,}bpw�,Frasc,rlrcFsga�•I[UR6 wr�'rtr.,�r,�{ • , Irdul;an b0.58 .t Dec 12 15 03:29p Keller 8303793033 p.4 Commercial Contract-Unimproved Property coneeming i AGREEMENT BETWEEN BROKERS -(Use onry'Mragraph MI is sllecltve) Principal Broker agrees to pay (Gooperaurig Broker)a fee when the principal Broker's fee is received.The fee to be paid to CooperaUng Brokerwlll be: D , or D %of the sales prim,or d — °!o of the Principal Brokers fee. The He eonlpany is aulhofted and dirnted to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Pdrivipat Broker. Cooperating Broker. BY BP ATTORNEYS !,: Seliersetlomey: BUyer'sallomey.nVURe 1Ml MG WlAxlSy srvne7.aon 'TiiTL e�fPx �_ rrnnyhart8 Ian.-A Aljjtfk Pop Address: Adcrress: 2..ga—s MiMiQ g;_t• �L / S97DA Phone&F= -Phon.Phone&t=ax:_reae�sa�-eras E-mail: - /W,57i�- ` R t �Ar C t/r�E mail:3�harans@ax Lev_corn _ ,`�• Seller's attorney requests coples of documents, Buyer's attorney requests copies of documents, _ nali es,and rather information: notices,and other Tnformaflan_ t e till'e campanyserrds to Seller. ® the title z brnpany sends to Buyer. tsyor sends to Seller. Seller sends to Buyer_ ESCROW RECEIPT The title company acknowledges receipt of OA, the contmat an this-day (effeClW date), 013. earnest money in the amount of in the form of on Mille company: Address: BK Phone&Pax: Asslgried isle number(GFV): E Ina�1: i P (TAR-1002)4-1-14 Page 13 of Is Pi-Jc dx?hzW-c. rb'z4 IrlUr[IFricen rlYoftactr,Frtcai,kJr}ipa-t Lr1Q26 y,Nfr(gbaax . Jm'tinroq fiQ,56 is �� •I` YWK `�. 4a3C7�tr RJYJS1t `" aDUND BOCK /d Y a'J Baas acs�at i t•�,}t.��1 . ' V' u. f La+� kc v I 11 i FJ(Pt11E6D tl$a ..>`am t i"J•�r' r. ,t,� tL.iii�c'l( apot rk . cu • +� t4 /' , p,A.Hd{.aER tLaJ t: `, i •.��/ )JCw/� %. r -297 Nrlmiussi�t r t un tMU-M; a-R�' O.1.nSLtt. ` F n4LIM vcvJ111 'i"'n7 '" twM v tav roe ItrJHl4 r, wt t" •wJ v°u 'j l�.i�iu"m la 4[oswr VnL1ot t117(i(F.YI 1030 4�d"`nlJlu 11J 1 .� rtc 2 or+at a tacaJp tr[-5arz t o.Q] tK6 i plrriry h[i tl.T JAW!C t�7.7714t1 aa!/a i ( Jc sr31.t1 t rc •� t.-.- S om+u° +r:Jtrs v 0�"• +� ~7 tw — �^ _' f ^•j 11LittV1I14Y pY10.Lr. �/ .� } 'yam i n fYkKarX yl�p u �i�� na�`i.5.. r WIJ ry` tM`XS ^17.c3c�a ry4Yr.. i Ir _ tJ�✓ •� +RL2�tly st17'7 wwJ �+ , �1 rwsasl ..•� �� •�ss �' l�11)I 1010iK TWIN i r^/ M 1t0;�ia] nastdn It]7s�r. 00C rKcucc:1 u Dac:ootnassss nmt tlnv� ' 1D JC Me Tru >c C oaur4tta .'DIN p0.Y WAM"t rl I r r >atsratc k r413r71 aena"t'`ttltt 1DLA6 1c t%tG q s,m x kl; ' J i t�s r La I[ wMF tpi IIC�I y `nom a o I tE ;C p 'r RAAV D0� P � ryllus U.";usl ^" °tuul Otit�N ncrc� »n u ri 31Y011°Ct7W5Sita (In It Lp. a attlrtal J Oct LmcmjCtr ur.n�k \ sltU Jc Jlllnl Jlrurl x+ea j Approved by the Texas Real Estate Commission for Voluntary Use S q 10 i i Texas low requires all real estate licensees to give the follolving information about tto'rri',�furY brokerage-services to prosperlive buyers,tenants,salters andland/orris. Information About Brokerage Services afore working wllh a real estate broker, you Intermediary,The written consent must state who will should know,that ilia duties or a broker pay the broker and,in conspicuous bold or underlined depend on whom the broker represents. if print, set forth the broker's obligations as an you are a prospective seller or landlord intermediary. The broker is required to treat each (owner) or a prospective buyer or lenarit(buyer),you party honestly -and Fairly and to comply with The should know that the broker who iisis-the properly for Texas Real Estate License Act.A broker who acts as sale or lease is the owner's agent,A broker who acts an intermediary in a transaction; as a subagent represents the owner In cooperation wilh the(Isling broker.A broker wha acts as a buyer's (t) shall treat all partles hanesily; agent represents-She buyer.A broker may act as an Intermedlary between the parl(es if the parties consent (2) may not disclose that the owner will accept a In wriling. A broker can assist you in locating a price leris than the asking price unless aulllorixed in property, preparing a contract or lease, or obtaining vidling to do so by the owner; i financing without representing you. A bralcer Is obligated by law to treat you honestly, (s) maynot disclose that. the buyer will pay a Price greatethan the price submitted in a written offer IF THE BROKER REPR5SENTS THE OWNER: unless authorized in vrdling to do so by the buyer;and The bralcer becomes the otvneT's agent by entering (4) may not disclose any confidential information into an agreement with the.awner, usually through a or any intoimallon that aparty specifically insitucle the wtilien-listing agreement,or by agreeing-lo act as a broker In Wiling nol la disclose unless authorized In subagent by accepting an offer of subagency from the writing (o disclose the informatidn or required to do so listing broker.A subagent may work-in a different real by The Texas Rea)Eslale.Llcense Act at a court order estate office. A listing broker or subagent can assist or if Ilia information maler)ally relates to the condition the buyer but does not represent ilia buyer and of the property. must place the Interests of)Ile owner first.The buyer should not tell the owner's agent anything the buyer With the parties' consent, a broker acting as an would not want the owner to know because an Inlermedkiry betvieen the parties may appoint a owner's agent most disclose to the Owner any material parson who Is licensed under The Texas Real Estate Information known to(he agent. License Act and associated with the broker to communicate with and carry out Instructions of pne IF THE BROKER REPRESENTS THE BUYER: party and-another person who is licensed under that The broiler becomes The buyer's agent by entering Act and associated %-Ath the broker to communicate into an agreement to represent the buyer, usually with and carry ouf 1ns1ruclions of(he other party. through a written buyer representation agreement. A buyer's agent can assist the owner but does not If you choose to have a broker represent you,you represent.the owner and must place 1he interests of should enter into a written agreement with the broker ilia buyer first, The owner should not (ell a buyer's that cleafiy establishes M braker's obligations and agent anything the owner would not want the buyer to your obligations.The agreement should stale how and knout because a buyer's agent must disclose to the by whom the broker will be paid,You have the fight to buyer any material inrormallon known to the agent. chobse the type of reprosental)nn,If any,you wish to receive.Your payment of a fee to a broker does not iF THE BROKER ACTS A5 AN(NTERM51:11ARY.- necessarily establish that the broker represents you,if A broker may act as an Intermediary between the you have any gUeslions regarding the duties and parties If the broker complies with The Texas Real responsibilities or the broker,'you should resolve those Eslale License Act,The broker must obia)n the written qurslioils berore proceeding, consent of each party to the transaction to act as an Real estate Ilcensae asks that you acknowledge recelpt of thls Inrolinalion about brdlrerage sdrvlces for the Ilcensae's records, Buyer,Salter,Landlord or Tenant Date Texas Real Ewatc atnvcm end Salespef3mr,ale rkrnmd ani repltoled by the Taco:Real Fswo carmrccron rMEol,It you hava o quectdn or mrttpinlyd rapardrna z real aorta Nemco,qau shoo d=tact THEC at P.O.Box 12186,AusSn,Taraa7a7ii.ztu8,518 97G 3tnJ(h{tp'lAtct v.tmetexur�av) (TAR-2011)10-110-91 TREO No.OP•K tiumimr Commadil lrrJoldtl Ptnpotre3,lne.?-❑ClilshohnTmll Round hook,TS 73661, IVrnne:151213444707 Fa.S ISTM44•U514 Jim holes 111 Am-Tnrct P1zdacedKi1hZAFdrmObyzlpLgN HIM FeleenMtflold,Fraser,r,UchlaanA8028 YrxNarolanrwm SPECIAL PROVISIONS ADDENDUM TO COMMERCIAL CONTRACT—UNIMPROVED PROPERTY I This Special Provisions Addendum (the "Addendum") is made by KR Acquisitions LLC ("Buyer") and Bertha Johnson Keller, John D. Johnson, and Nelson D. Johnson as Power of Attorney for Gladys B. Jolmnson (each a "Seller" and collectively the "Sellers') and is incorporated by reference into the Texas Association of Realtors Commercial Contract — Unimproved Property to wlmich it is attached (the"Form Offer"). This Addendum and the Form Offer may herein be referred to as the"Offer". Buyer and Sellers(who may herein be referred to as the"parties") agree as follows: 1. Conflicts with Form Offer. In the event of any conflict between the terms and conditions of this Addendum and the Form Offer, the terms and conditions of this Addendum shall control. Capitalized terms used herein shall have the meaning ascribed to such terms in the Form Offer unless otherwise defined herein. 2. Buyer'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, sampling, testing, 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 inspections, 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, ingress/egress, availability of municipal incentives, 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 development 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 the purpose set forth above. In addition while this Offer is in effect Buyer shall have the right to make and pursue applications for governmental approvals,permits, 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 he 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 SeIler's breach of this Offer, Buyer shall release all 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 governmental authorities having jurisdiction over the Property including, without limitation, for the negotiation of development agreements, financing agreements, road access agreements, easement agreements, utility service agreements, tax agreements, and any similar or related agreements. Without limiting 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 Buyer can conduct the activities and exercise the rights contemplated under this Section 2. Buyer shall indemnify, defend, reimburse, and hold harmless the Sellers and each Seller's employees, guests, and invitees (collectively with the Sellers the "Seller Indemnitees") from and against any and all claims, suits, proceedings, costs, fees, damages, losses, or expenses (including, without limitation, SA15-IM15-187 K Add ML 12-8-15.doex 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 Buyer of any contractor engaged by any Buyer. These obligations of Buyer shall survive closing. 3. Extension of Feasibilihl Period. Buyer shall have the right to extend the feasibility period (as defined in the Form Offer)provided under Section 7.13 of the Form Offer as follows: a. If Buyer deposits additional earnest money of$25,000 with the title company on or before the date that is five (5) days after the expiration of the initial 90-day feasibility period described in Section 7.B of the Form Offer, the feasibility period will be deemed extended for an additional 90 days and the 90 days inserted in the blank in Section 7.13 of the Form Offer will be deemed deleted and replaced with 180 days. b. If Buyer extends the feasibility period for 90 days under the procedures provided in Section 3(a) above,then if Buyer deposits additional earnest money of$25,000 with 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 180 days inserted in the blank in Section 73 of the Form Offer pursuant to Section 3(a), above, will be deemed deleted and replaced with 270 days. C. If Buyer extends the feasibility period under the procedures provided in Section 3(b) above, then if the Buyer deposits additional earnest money of$25,000 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 iia Section 7.13 of the Form Offer pursuant to Section 3(b), above,will be deemed deleted and replaced with 360 days. d. Each of the ninety (90) day extensions of the feasibility period described in this Section 3 is an "Extension Period". The initial ninety (90) day feasibility period described in the Form Offer is the"Initial Feasibility Period". 4. Earnest Money. a. In Section 5.A of the Form Offer the Buyer will have 3 business days after 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 has 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 to a credit in its favor at the closing in the amount of all the earnest money paid over or deposited by Buyer under the Offer. b. In the event the Buyer terminates this Offer pursuant to Section 7.B of the Form Offer during the Initial Feasibility Period then all the earnest money sha[l be returned to the Buyer, less the$500 of independent consideration provided for in the Form Offer and the$5,000 Early Disbursement Amount as provided below. In such case the independent consideration of$500 shall be disbursed to Sellers. In the event the Buyer terminates this Offer pursuant to Section 7.13 of the Form Offer during the SA15-187115.187 K Add ML 12-8-15.doea first Extension Period $20,000 of the earnest money shall be disbursed to Sellers and $25,000 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 second Extension Period $45,000 of(lie earnest money shall be disbursed to Sellers and $25,000 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 third Extension Period then$70,000 of the earnest money shall be disbursed to Sellers mid $25,000 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 closing condition 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, any earnest money previously disbursed to Sellers which Sellers will immediately pay over to Buyer), less the $500 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 earnest money previously disbursed to Sellers which Sellers will immediately pay over to Buyer), less the $500 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. Upon Buyer's deposit of the first earnest money installment with the title company, the Buyer and Sellers authorize the title company to disburse $5,000 of such earnest money installment to the Sellers (the "Early Disbursement Amount"). All Buyer's rights and remedies are cumulative and not exclusive. The Early Disbursement Amount will be retained by Sellers if this Offer terminates unless the Offer terminates due to a breach by any Seller in which case the Early Disbursement Amount will be returned to Buyer in addition to any other rights or remedies of the Buyer. S. Closing Date. The closing of the transaction contemplated by the Offer shall be on the date that is 30 days after expiration of the feasibility period. Each time one of the feasibilit3, period extension Tights under Section 3 of this Addendum is exercised the date of the closing shall be re- determined based on the new duration of the feasibility period. 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 Law 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 Buyer approve of the Law Office of Merlin Lester providing closing services and receiving such compensation. 6. Title Objections. a. The Buyer will have until the expiration of thirty (30) days after its receipt of the title commitment 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 Period"). Buyer's notice containing its objections is referred to herein as the "Objection Notice". The term "Permitted Exceptions" means any Schedule B matter contained in the title connnitment to which the Buyer does not object in writing within the Objection Period and any encroachment on the Property or other adverse title matter shown on the survey to which the Buyer does not object within the Objection SAI 5-187%15-187 KAdd M1.12-8-15.0ox Period. For purposes of detennining when the Objection Period begins,Buyer is deemed to have received its survey of the Property on the earlier of(i) the date of the Buyer's actual receipt of Buyer's survey of the Property or(ii)45 days after the effective date hereof. b. After receipt of an Objection Notice, the Sellers shall have the option, but not the obligation, until 11:59 p.m. on the date that is thirty (30) days after the date the Objection Notice is received by the Sellers ("Cure Period"), to cure or resolve any of Buyer's objections in a manner reasonably acceptable to Buyer, If any objection is not cured in a manner reasonably 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 tivrtieth(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 $500 of independent consideration, shall be returned to Buyer and Buyer and Sellers will provide disbursement instructions to the title company consistent with the foregoing which obligation shall survive termination. If the Buyer does not so terminate this 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(ii) 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 Nvas not cured by Sellers shall be deemed 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 terms of this Offer are 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 the 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 fee simple owner of the Property,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 other than Permitted Exceptions. If after the Objection Period, the title company issues a supplemental title report or title commitment that identifies any 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(151h) 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 be paid to Buyer. if Sellers commit to cure any objected to title matter in writing then they shall be bound and obligated under this Offer to cure such matter on or prior to the closing date and any such matter will not,despite anything contained herein to the contrary, 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 Commitment. C. Despite anything to the contrary contained herein, the tern Permitted Exceptions shall not include (i) any Monetary Liens, (ii) any leases other than Post Closing Leases, (iii) any standard title commitment exceptions that can be removed with a customary certificate or affidavit from the Sellers (such as an Affidavits and Indemnity as to Debts,Liens, and Possession) from Sellers and/or the payment of additional title insurance prerniums, (iv) any standard title conirnitment exceptions that can be removed with a survey and payment of additional title insurance premiums, or (v) any matter listed on Schedule C of the Title Commitment. "Monetary Liens" 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 any 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 Buyer after Closing), fixture filing,broker Iien, or any other monetary lien or collateral security document. The 5:115-187115-187 K Add AL 12-8-15.docx Buyer need not object under Section 6(a) of this Addendum to any Monetary Liens or any matter described in Section 6(c)(ii),(iii),(iv),or(v) of this Addendum. Any additional title premium charged for the removal of the"Rights of Parties in Possession"exception from any Title Commitment or Title Policy or for the removal of any other standard title insurance 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 6.A.2(b) of the Form Offer. Seller will deliver at closing at its sole cost and expense such affidavits, certificates, and other instruments as are necessary or desirable to satisfy and remove all requirements of Schedule C of the Title Commitment. 7. Proration: Special Assessments and Real Estate Taxes, The Sellers shall pay as they become due and no later than 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 and a prorated portion of such Sellers' Taxes for the year in which the closing occurs. 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 Seller Special Assessments which were due prior to or on the closing date but not timely paid by Sellers, and (b) all 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 Sellers' Taxes for the year in which closing sliall occur has 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 of basic ad valorem real estate taxes paid by Sellers for the Property for the immediately preceding year. The Buyer shall in its reasonably exercised discretion prorate the actual or estimated amount of Sellers' Taxes for the year in which closing occurs as to the date of closing between the parties, and sucli proration shall be final and binding on the pasties 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 parties shall not revisit any estimated prorations following the issuance of the tax bill,regardless of any variation between the estimated and actual amounts. 8. Special Warranty Deed. The special warranty deed delivered by Sellers at the closing shall include a warranty that the Property is conveyed free and clear of all liens and encumbrances created during Sellers' period of ownership of the Property other than Permitted Exceptions. The provisions of Section 10(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 shall cause its spouse to execute and deliver the special warranty deed at closing and shall cause its spouse to sign such other documents as are necessary to accomplish the conveyance of the Property to Buyer subject only to Permitted Exceptions,The Sellers will obtain at their sole cost and expense and deliver to Buyer at closing all documents necessary or desirable or required by law for the transfer of the secondary water treatment system on the Property to Buyer including any documents required to transfer the license to operate the secondary treatment system. 9. Leases. Sellers jointly and severally represent and warrant to Buyer that (a) attached to this Addendum as part of Exhibit B is a true, correct, accurate, and complete copy of the lease(including all amendments) to which the Property is subject as of the date of this Offer,'(b) there are no other leases to which all or any part of the Property is subject other than the lease attached to Exhibit B,and (c) the existing lease to which the Property is subject is an agricultural lease which expires on the last day of September 30, 2016 and contains no extension or renewal terms or provisions. The Sellers may after the 5:115-187115-187 K Add ML 12-8-15.docx date hereof enter into additional leases affecting the Property provided that all such leases are in writing, all such leases are solely for agricultural purposes, the term of any such leases after giving effect to all extension and renewal options does not exceed a year, and Seller first obtains the prior written consent of die Buyer to any such teases which consent Buyer will not unreasonably withhold, condition, or delay; provided, however,Buyer's consent is not required as to any agricultural leases for one year or less(after giving effect to nil extension and/or renewal options) which are required to maintain the Property's agricultural exception for property taxes and having the following terms: the lease can be terminated by landlord at any time upon not less than 30 days'notice to tenant and upon payment to tenant of the greater of(i) all actual out-of-pocket costs of planting any crops, or (ii) the then market value of any crop that tenant has planted in that year. All such leases shall be deemed Permitted Leases and Post Closing Leases. Without limiting the Buyer's rights hereunder by enumeration, the Seller will not enter into any lease of all or part of the Property,while this Offer is in effect,that would limit or restrict the ability of the Buyer to conduct the activities contemplated under Section 2 of this Addendum. The Seller will provide the Buyer with copies of each lease it snakes for the Property while this Offer is in effect. All leases made by Sellers while this Offer is in effect shall be in writing. 10. Closing; Deliverables. 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: a. Execute and deliver an Affidavits mid Indemnity as to Debts,Liens, and Possession on a customary form indicating there are no unpaid debts for fixtures, equipment, or improvements j relating to the Property; no construction liens or construction lien rights affecting the Property;no unpaid labor and materials used in the construction oil the Property; no leases or parties in possession affecting the Property other than Permitted Leases and tenants under Permitted Leases; and no purchase contracts for the Property or contracts to sell the Property. 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 liens, construction liens, andlor material suppliers liens and the general exception for tenants in possession but which affidavit may disclose any applicable Post Closing Leases. C. Deliver frilly executed releases of all Lien Documents which are needed for the Property to be conveyed at the closing free of all Lien Documents. "Lien Documents"means collectively all mortgages, assignments of rents and leases, deeds of trust, other collateral security documents, construction liens,mechanics liens,or material supplier liens. d. Deliver fully executed lien waivers from each of the brokers identified in Section 9 of the Form Offer under which each such broker waives and releases all lien rights as to the Property. With respect to Section 10 of the Form Offer the closing documents referred to in Section 10 of the Form Offer shall be in a form reasonably required by the Buyer. 11. Conditions Precedent. The obligations of the Buyer to tale 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. SA15-187115-187 K Add ML 12-8-I5.doex i a. The Sellers shall have delivered all the documents any Seller is to deliver at the closing in duly executed form at or prior to the closing date. b. Each Seller shall have complied with all its other obligations to be performed at or prior to the closing. G. The representations and warranties of the Sellers in this Offer shall have been hire and correct at the time made. d. The physical condition of the Property shall not have suffered any material adverse change after the expiration of the feasibility period. If on the closing date all of the foregoing conditions are not satisfied then Buyer shall have the right but not the obligation to tenninate this Offer. 12. Documents. 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 be delivered to Buyer within fifteen(1 S) days after the effective date. If any documents that are responsive to the requests made in this Section 12 and Exhibit A come into the possession or control of any Seller after the date hereof the Seller shall provide copies to the Buyer promptly. Within three (3)business days after the effective date of thus Offer the Sellers will provide a true and correct copy of the power of attorney which authorizes Nelson D. Jolumson to sign this Offer for Gladys B. Johnson and such other documents as are reasonably required by Buyer to demonstrate that Sellers are authorized to enter into this Offer, 13. Operation of the Property. Until the earlier of the closing or the termination of this Offer, each Seller shall: a. Status of Title. Not do anything, or permit anything to be done,that would impair, alter, or modify the status of title to the Property other than recording documents wlriclr solely release liens to which the Property is subject;provided that Sellers may enter into new leases in accordance with the terms of Section 9 of this Addendum. 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 farming activities consistent with past practices. C. Contracts. Not enter into any service contract or other contract or agreement relating to the Property other than teases made under and in accordance with Section 9 of this Addendum and contracts for routine maintenance which can be terminated without penalty by either party on no more than 30 days advance written notice. d. Amendments. Not enter into any amendment or modification to any lease, easement, service contract or other contract or agreement relating to the Property. S:115-187\15-187K Add NIL 12-8-15.docx e. Transfer. Not cause or permit transfer, conveyance, sale, assignment, pledge, mortgage, lease, or encumbrance of any of the Property, other than leases made in accordance with tine terms of Section 9 of this Addendum. Not enter into any contract or agreement for the purchase or sale of all or any part of the Property. 14. Advise Buyer. Until the earlier of the Closing or the termination of this Agreement, each Seller shall notify Buyer in writing promptly upon learning or receiving actual notice (as opposed to constructive or imputed notice) of any of the following events and shall promptly provide copies to Buyer of notices and documents relating to any of the following: a. Any event, transaction, or occurrence prior to Closing that could materially and adversely affect any of the Property, other thmi events or occurrences caused by Buyer or its agents or contractors. b. Any fact or event that would cause any Seller to be in violation of any of its covenants or other undertakings or obligations hereunder. 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 contractors. 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 by Buyer. C. Any pending or threatened Iitigation that affects any of the Property or that could ; affect the transaction contemplated hereby. f. Any pending or threatened proceeding in bankruptcy or insolvency that could affect any of the Property or any person owning any interest therein. 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. 11. Any enforcement, clean-up, removal or other goverlunental or regulatory enforcement action concerning the Property which is instituted, completed or threatened. 15. Contingency Savings. The parties hereto acknowledge that Buyer will expend material sums of money in reliance on Sellers' obligations under the Offer in connection with negotiating and executing the Offer, furnishing the earnest money, conducting the due diligence activities contemplated by the Offer, and preparing for closing, and that Buyer would not have entered into the Offer without the availability of the rights to perform the due diligence activities described herein. The parties, therefore, agree that adequate consideration exists (in addition to the consideration referred to in Section 7.B(1) 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 are at Buyer's discretion or that any of the agreements contained in the Offer are illusory. SA15-187t15AV K Add ML 12.8-15.doex 16. Remedy, a. Despite anything to the contrary contained herein, in the event Buyer 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 under this Offer, Seller shall have all legal and equitable remedies 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 failure or refusal of Buyer to close on the purchase of the Property at the closing hi breach of this Offer and the sole and exclusive mechanism for any of the 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 Sellers will have no other rights or remedies for any breach of this Offer by Buyer with respect to Buyer's obligations at the closing. The Sellers may not terminate this Offer other than pursuant to am 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 and exclusive remedy for any such breach shall have the right to either (i) terminate this Offer by written notice to Sellers and thereupon 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 Pursuit Costs, or(ii) specific performance by the Sellers and to accept such title as Sellers can deliver. If Buyer elects to pursue specific performance and later deterniuies that Buyer for any reason cannot 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 Form 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 suffered by Sellers in the event of Buyer's breach of the Offer. This provision shall survive termination of the Offer. c, "Pursuit Costs"means all costs incurred or paid for by Buyer or any of its affiliates in Buyer's or any affiliate's inspections, permitting, and/or design efforts related to or 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 Property. 17. Liability Limitation. The Buyer shalh have no liability under the Offer, including without limitation Section 7.C(3) of the Forn Offer, for any environmental, hazardous material, soil, wetland, historical, archeological, or other condition on the Property which Buyer or any of its agents or S:115-187115-187 K Add ML 12-8-15.docx 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. Counterparts. The Offer, acceptance thereof or any amendments/counteroffers with respect thereto maybe signed in counterpart and transmission by facsimile or other form of electronic transmission of executed copies of the Offer or such other documents (e.g., PDF) shall be deemed delivery and such copies shall be deemed executed originals of the Offer or such other documents. 19. Assignment. 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, without limitation, any corporation, limited liability company, partnership, limited partnership, governmental entity, or business association) that is designated by Buyer in Buyer's sole and 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 that any assigrunent of this Offer by Buyer shall not serve to release Buyer from. its obligations under this Offer. The Sellers will not challenge any assignment of this Offer by Buyer. 20. Closing Statement. If any errors or omissions are made at closing with regard to the preparation of the closing statement, the terns 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 make the appropriate corrections and payments due and owing to each other resulting therefrom, or execute and deliver such required documents or instruments, promptly after the discovery of any such error or omission. 21. Miscellaneous. The words "Seller may terminate" in Section 5(A) of the Form Offer are hereby deleted. The Iast sentence of Section 7(B)(1) of the Form Offer is hereby deleted. In the event this Offer terminates prior to the 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 information or any information concenuing 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 an this Addendum they are agreeing to be bound to the terms of the Form Offer and this Addendum and that no actual signatures or initials are required on the Form Offer. The Buyer shall have the right to record a notice or memorandum of this Offer in the real estate records of the County in which the Property is located. 22. Brokers. All comunissions 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 commissions and/or fees on or before the closing date. The Sellers jointly and severally represent and warrant to Buyer that, other than the brokers listed in Section 9 of the Form Offer (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, other than the Brokers, Buyer has not dealt with or engaged any other broker or finder in connection with the purchase and sale of the Property. 23. Sellers' Obligations, Each Seller is jointly and severally liable for the duties and SA15-187115-187 K Add ML 12-8-I5Am obligations of each other Seller under this Offer. A breach of the terms of this Offer by any Seller will be deemed a breach by all the Sellers. Each Seller shall cause each other Seller to perform the duties and obligations under this Offer of such other Seller, Payment by Buyer to any Seller of any amount owed by Buyer under this Offer to Sellers shall be deemed payment to all Sellers. ')4. Sales Price. Despite anything in Section 3 of tike Form Offer to the contrary, the sales price paid at closing will be the sales price determined under Section 3.B of the Form Offer rather than the price shown in Section IA of the Forth Offer. 25. Mineral Rights. a. Effective as of the closing Sellers reserve from the Property fifty percent(50%) of all oil and gas,in or under and that may be produced from the Property subject to the terms of this Section 25. Effective from and after the closing Sellers waive any and all rights to and covenant not use, access, or enter upon the Surface Estate. The term "Surface Estate" means collectively the surface of the Property and the surface estate with respect to the Property, including all minerals considered to be part of the surface estate, including, without limitation, building stone, sand and gravel, rock, bed rock, soil, Iimestone, ealielhe, surface shale, near surface lignite, iron and coal. Sellers further agree that excluded fiom such reservation is any and all rights to use the Surface Estate of the Property, and each Seller covenants and agrees not to use, the Surface Estate of the Property, to develop, extract or otherwise use the oil and gas rights reserved hereby or otherwise owned by any Seller. 26. Water Permit. From and after the effective date and until the day prior to closing the Sellers may transfer the Water Permit to the owner of an AIternate Parcel solely for the purpose of extracting water from Brushy Creels to irrigate the Alternate Parcel ("Permitted Water Permit Transfer'). Any such transfer must be conducted by Sellers in accordance with all applicable laws and at Sellers' sole cost and expense,in a lien free manner,and in a manner that does not do any of the following: (a) encumber the Property in any way or grant any interest in the Property, (b) interfere with Buyer's proposed plans for and/or use of the Property,or(c)grant any person any rights to use the Property. Sellers must obtain at their sole cost and expense all consents and approvals of governmental authorities for, and prior to,the transfer of the Water Permit described above. In transferring the Water Permit to any Water Pert-nit Transferee the Sellers must obtain,at the time the Water Permit is transferred,the signed written agreement(which must be enforceable by Buyer) from such Water Permit Transferee that such Water Permit Transferee will not enter upon or use the Property in any way(including,without limitation, for tine extraction or transportation of water) ("Transferee Agreement'). Sellers will promptly provide to Buyer copies of the Transferee Agreement and the other documents transferring for any Permitted Water Permit Transfer once obtained by Sellers. If by fire closing the Sellers have not completed the Permitted Water Permit Transfer then they shall be deemed to have waived and relinquished all rights in or to die Water Permit and each Seller will sign such documents evidencing such waiver and relinquishment as reasonably requested by Buyer from time to time. Sellers further agree that after the closing each Seller will not exercise any rights under the Water Permit with respect to the Property. Each Seller shall not, after the Closing enter upon the Property for any purpose including,without limitation,(i) for the extraction or transportation of water from Brushy Creek or any other source or (ii)the SA15-187\15-187 k Add ML 12-8-15.docx i exercise of any rights under or in connection with the Water Permit. At closing the Sellers will assign,transfer, and convey to Buyer any and all water rights any Seller has with respect to the Property other than rights to the Water Permit transferred in a Permitted Water Permit Transfer occurring prior to the closing date. The"Water Permit"means that certain Certificate of Adjudication no. 12-3751 issued on February 28, 1985 by the Texas Water Conunission. Sellers jointly and severally represent and warrant to Buyer as of the effective date and again as of the closing date that,to the best of each Seller's actual knowledge(as opposed to constructive or imputed knowledge): (x)the Sellers are the sole owners of the Water Permit and that no other persons or entities (other than the Texas Water Conunission)have any rights in or to the Water Permit; and(y)no Seller has conveyed,transferred, or assigned any water rights relating to the Property. These warranties will not be deemed breached by a Permitted Water Permit Transfer occurring prior to (lie closing date. Withal tliree (3)business days after the effective date of this Offer the Sellers will provide Buyer with a true and correct copy of the Water Permit and all material correspondence relating to the Water Permit in the possession or control of any Seller or any Seller's agents or contractors. Sellers shall not assign,transfer,or convey the Water Permit or miy water rights with respect to the Property while this Offer is in effect other than in a Permitted Water Permit'Transfer. "Water Permit Transferee"means any person or entity to which the Water Permit is transferred by Sellers. The term"Alternate Parcel"means another parcel of land. The term Alternate Parcel does not include all or any part of the Property. 27. Tax Deferred Exchange. Either party may elect to complete this transaction as a tang 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._Status of the Property. Section 193 of the Form Offer is deleted and replaced with the following: Sellers hereby represent and warrant to Buyer, which representations and warranties shall also be deemed to be made by Sellers to Buyer at the time of Closing,that no Seller has received any written notice that: a. the environmental or ecological condition of the Property is in violation of any Iaw, ordinance, rule or regulation 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. b. any threatened or endangered species or their habitat are on the Property. C. there is any pending or threatened litigation affecting the Property. 28. AS IS. This Offer, the deed Sellers are to deliver at Closing, and any other documents Seller is to deliver or does deliver at the Closing are collectively the "Transaction Documents", Despite anything contained in this Offer to the contrary the terms of Section 28(b) of this Addendum do not limit, 8:115-187115-187 x Add ML 12-8-15.dncs modify, exclude, or affect any of the covenants, obligations, duties, representations, or warranties of any Seller contained in any of the terms of the Transaction Documents other than the terms of Section 28(b)of this Addendum. SELLER AND BUYER AGREE THAT BUYER IS TAKING THE PROPERTY "AS-IS" 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, MADE IN THIS OFFER, BUYER ACKNOWLEDGES THAT IT IS NOT RELYING UPON THE ACCURACY OR COMPLETENESS OF ANY REPRESENTATION, BROCHURE, RENDERING, PROMISE, STATEMENT OR OTHER ASSERTION OR INFORMATION WITH RESPECT TO TIIE PROPERTY MADE OR FURNISHED BY OR ON BEHALF OF, OR OTHERWISE ATTRIBUTED TO, SELLI R OR ANY OF ITS AGENTS, EMPLOYEES OR REPRESENTATIVES, ANY AND ALL SUCH RELIANCE BEING HEREBY 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 ITS 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 EXPRESS UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE CLOSING 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 FULL AWARENESS THAT THE PROPERTY'S PRIOR USES OR OTHER MATTERS COULD AFFECT ITS CONDITION, VALUE, SUITABILITY OR FITNESS; 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 THAT IT HAS SOUGHT AND HAS RELIED UPON THE ADVICE OF ITS OWN LEGAL COUNSEL CONCERNING THIS PROVISION. THIS PARAGRAPH SHALL SURVIVE CLOSING AND SHALL NOT MERGE WITH ANY DEED DELIVERED AT CLOSING. [Signature Page Follows] SA15-187115-187 K Add NIL 12-8-15.doex I This OfFer has been signed by the Buyer as Of the date first written alcove irx ibis Addendum: BDYPR: KR Acquisitions LLC BY Nerrta:Todd R.Nelson. Title: Manager This G%r is accepted by the Sellers as of the latest date written below: I sem : Gladys B.Johnson By: Name: Nelson D.Johnson Title: Attorney In Fact for Gladys B.Johnson Date:---, j I John D.Johnson By. � ,k�t�� Name: Jahn.D. on Date: I3erthHLU Keller 'By: Name: Bertha M.Keller Date: C 11Jrrnljoluuty:jolnvnnlVo�"MIrVW—iknwU Ulnlm veucy t1 t%15-187 R Add Mi.12-8-15 raltitia docx Buddy Johnson Auctionner 512-862-11419 p.6 Tltis Offer has been signed by tl)e I31.1yer as of tl)c date first written above in this Addendum; BUYER: KR Acquisitions LLC I I • f BV- Name;Todd R. Nelson I Titic: Manager This Offer is acccpled by the Sellers as of tiie latest date written below: SLSEL[.LRq: Gladys B.Jolmson By: l,� ,- .�-4•�y--.�- is Name: Nelson 1).Jol, n Title: Attorney In T=act fol-Gladys B.Johnson j Date: I A - !o I John D.Jabt)son I i B .- Name: John D.Johl)son Dale: Bertha M. Keller I I By; { Name: Bertha lbl.Keller Date; I • I I [.':111surstihlnl)�_ i UmciJrxuf'tlNlcninif111S'indisn�llV�gi il[IttVI1ViI`t)!1'Lli;li•IR7 KAM MI. 12-8.15 rrdlinad;icc I I I This Offer has beef sig"ed by the Buyer as of the date first written above in this Addendum.- BUYER: KR Acquisitions LLC By:_ Na,ne: la dRd Nelson- Title: Manager This Offer is accepted by the sellers as of the latest date}vritten below: S13L.-� LERS: CFladys B_Johnson By:_ Name: Nelson D.Johnson Title: Attorney In Fact for Gladys B. Johnson Date: John D.Johnson By:-2� Name. johr>_D.Jo on Date: /ter Bertha M Keller By: Nam 13e ert#ta Date: Keller I CaU:wr�lja]curry:jnhrwnUJucv�M��ts�{�l)nmuuslpnini Vallcy Fam:lli-187K Add ly1L 12- . S 15 trdline.docx vec 1/ 10 vxzap Keller 8303793033 p.5 This Offer has been signed by the Buyer as of the date first written above in this Addendum: BUYER: KR Acquisitions LLC By: Name:Todd R Nelson Title: Manager This Offer is accepted by the Sellers as of the latest date written below. SELLERS: Gladys B.Johnson By. Name: Nelson D.Johnson Title: Attorney In Fact for Gladys B-Jobnson Date: i John D.Johnson ► By: Name: John D.Johnson Date- Bertha M.Feller By: Name: Bertha M.Keller Date: (a-- i Q\U5CNU I cIICrXUos+nloads115•L87 K Add NIL 12.8-15 redhe.docx EXHIBIT A TO ADDENDUM Documents I. 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. 3. To the extent that such matters exist and are in the possession of Sellers, al l reports(listed below) or correspondence relating thereto in the possession or control of the Seller relating to the Property (the"Reports"): a. engineering b, geotechnical c. environmental d. boundary surveys or other land surveys C. zoning f. title insurance policies or title abstracts g. and other similar studies Buyer acknowledges that all such items were prepared by third parties and such delivery is without warranty or representation on the part of Sellers. In the event that this Offer is terminated for any reason all such items will be returned to Sellers. 5:115-187\15-187 KAdd NIL 12-8-15.docx i SCIIEDULE 1 TO ADDENDUM [see attached copy of lease] I r i y 5:115-1871{5-187 K Add ML I2-8-15.docx RX batell'ime 1111712015 14:02 8303793033 P.001 Nov 17 15 03:32p Keller 8303793033 p.1 From: Justin Johnson 6599 N.FM 486 Thorndale,Texas 76577 512-760-0352- To: 12-760-0352To: Bertha Marie Keller,John D Johnson&Gladys B Johnson Johnson Family Farm 3401 Palm Valley Blvd. Round Rock,Texas 78664 RE: 2015-16 Agricultural Lease-Farm 112595-(comprised of approx. 60.58 acres) Williamson County,Texas This lease is between Justin Johnson,Tenant and The Johnson h'amily namely'Bertha Marie Keller,John D Johnson& Gladys B Johnson,referring to the above mentioned property. The Tenant and Landlord agree to a cash lease amount of$10.00 for the total cultivated acres in the above mentioned property. The Landlord agrees that the Tenant will be allowed to harvest any and all crops forthe specified crop year ending September 3&of each year. The Tenant agrees to allow the Landlord to be able to survey the property at any time as needed and to conduct any tests for the future development of the j property. If the property is sold or developed the Tenant will be allowed to harvest any j and all crops and/or reimbursed for expenses and crop value. f E Tenant: Date Justin Johnson Landlord: ate �r — Bertha Marie feller Landlord Date John D Johnson i i Landlord Date Nelson D Johnson,Power of Attorney for Gladys B Johnson ; I I i From: Justin Johnson 6599 N. FM 486 Thoriidale,Texas 76577 512-760-0352 I To: I Bertha Marie Keller, John D Johnson& Gladys B Johnson I Johnson Family Farm 3401 Palm Valley Blvd. Round Rock,Texas 78664 RE: 2015-16 Agricultural Lease-Farm#2595- (comprised of approx. 60.58 acres) Williamson County,Texas This lease is between Justin Johnson,Tenant and The Johnson Family namely,Bertha j Marie Keller,John D Johnson&Gladys B Johnson,referring to the above mentioned property. The Tenant and Landlord agree to a cash lease amount of$10.00 for the total ! cultivated acres in the above mentioned property. The Landlord agrees that the Tenant will be allowed to harvest any and all crops for the specified crop year ending September ! i 30"'of each,year. The Tenant agrees to allow the Landlord to be able to survey the property at any time as needed and to conduct any tests for the future development of the property. If the property is sold or developed the Tenant will be allowed to harvest any and all crops and/or reimbursed for expenses and crop value. I Tenant: Date Justin Johnson Landlord: Date Bertha Marie Keller Landlord 't/ Date John D Johnson Landlord Date Nelson D Johnson,Power of Attorney for Gladys B Johnson I I i i FIRST AMENDMENT TO COMMERCIAL CONTRACT—UNIMPROVED PROPERTY I 1 This.First Amendment to Commercial Contract—Unimproved Property ("Amendment") I is made and entered into as of the 21" day of December, 2015 (the "Effective Date") by and between Bertha M. Keller, John D. Johnson, and Nelson D. Johnson, as Power of Attorney for Gladys B.Johnson(collectively the"Sellers")and KR Acquisitions LLC("Buyer"). WHEREAS, the Sellers and Buyer have entered into a Commercial Contract — E Unimproved Property for the property located in Williamson County, 'Texas having tax parcel I numbers 8051819 and 8055809 (the"Offer")and that certain Special Provisions Addendum To Commercial Contract — Unimproved Property attached to the Offer which addendum was accepted by Buyer on December 16, 2015 and Signed by John D, Johnson on December 11, 2015, Nelson D. Johnson as Power of Attorney for Gladys B. Johnson on December 10, 2015, � and by Bertha M. Keller on December 11,2015 (tire"Addendum" and the Offer and Addendum I together are collectively the"Agreement"). The Sellers and Buyer wish to amend the terms and I provisions of the Agreement as set forth below. f NOW, THE REFORE, in consideration of (lie mutual covenants, agreements and promises herein contained, and for other good and valuable consideration, tine receipt and sufficiency of which is acknowledged by all parties,the parties do hereby agree as follows: 1. All capitalized terms used herein shall have the same meaning as defined in the Agreement, unless otherwise defined in this Amendment. The Agreement, as amended by this Amendment,is hereby ratified, confirmed and deemed in full force and effect and constitutes the entire agreement of the Buyer and Sellers and is binding on the Buyer and Sellers. The Buyer shall have the right to record a memorandum of this Amendment. 2. The Agreement is hereby amended as follows: (a) The following is added to'the Addendum after the last sentence of Section 21 of the Addendum and before Section 22 of the Addendum: "Each of the terms, provisions, conditions, covenants,representations, and warranties contained in this Offer, 1 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 executed under or in connection with this Offer by any party. The "merger doctrine" shall trot 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 party." 1 (b) On the page of the Agreement that contains the heading "SCHEDULE I 4 TO THE ADDENDUM" the term "SCHEDULE 1" is deleted from the phrase "SCHEDULE I TO THE ADDENDUM"and is replaced with"EXHIBIT B". I i (c) 'Wherever the name`Bertha J'oboson Keller" appears in the Agreement it is replaced with`Bertha M.Keller". 3. This Amendment may be signed in any number of counterparts and all counterparts together shall constitute a single instrument. The parties agree that this Amendment may be transmitted behveen them by electronic mail in .pdf format or facsimile machine. The i parties intend that .pdf or faxed signatures constitute original signatures and that a .pdf or faxed agreement containing the signatures (orignual, .pdf or faxed) of all the parties is binding oil the parties. I ` I i [SIGNATURES NEXT PAGE FOLLOWING] s l t i i p IP I 'r t 1 t I II i r 4 I i F i 2 i f i Jan 14 1608;08a Keller g.' '93033 P.1 �N NYMESS WHE RE,0N, the parties lava oxecutad this Amendment as of Elie laffeotive 4 5 Date and agree to be bound by all provisions of this Amendment. SELLERS: TBll7XEit; M ACQUISITfQNS LLC 13eriha Ivf,feller By: ' Name.• Dated: _ �� Title: T Dated: Sohn D.Johnson Dated: Gladys$,Johnson_ l l . i i By_ Nelsan D.Johnson Title_ Attorney in Fact for Gladys B.Johnson Dated: t f� I I 3 I IN WITNESS WIICREOFthe parties have executed Us Amendment as of the EfT'ectim Date and agree to be bound by aliprovislons of this Amendment. Sl✓LLURS: gig: I(RACQUISITIONS LLC - f Bertha k Keller Name: i Title- Dated:Dated: Tohu D.Johnson Dated: � j Gladys B.Johnson: - I f By: Nelson D.Johnson Title: Attorney in Rot for Gladys B.Jobnson Dated: z ' 1 I _ - I I 1 i IN V1'17'hlILSS bV[tE:RI~UI. the putties hn\•e eNecuted this Amendment as or the C?nbu ly, Dulc and nt rce to be bound by Lill provkilmis ortltis Amcndmcnl. SELLERS: BUYER: ! ltiRACQU1SITiONS Ll.C' I i F 8crtht�ivL — __ By: Ntunc: Dated: Jolm D.Jolimin I + i E E 4ladys 13.Johnson: j l I'itic: rtUmmy in Ila for 06,i3..lWMmi, I � Dt►tt:d:_1-10—M II I I 3 i I It t I i j �d GG��Z9�z69 .ieuuoponyuosuppAppne , i IN WITNESS WHEREOF, the parties have executed this Amendment as of the l MOlve Date and agree to be hound by all provisions of this Aniondmont, SELLE,RS: BUYER: KR ACQUISITIONS LLC By: _ �r Bertha M.Kellar acne; -e I x e--- Title; JV_ ,=e,,,,1 Iq eA Dated, r Dated: �•�,��•— i s Jolm D,Jolmson i Dated; Gladys B.Johnson: i i By: Nelson D. Johnson j Title: Attorney in Fact for Gladys B.Johnson i ik Dated: I i i I 1 i 3