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Contract - KR CC, Inc. - 12/15/2016 ASSIGNMENT AND ASSUMPTION AND LEASE-BACK AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AND LEASE-BACK AGREEMENT (this "Agreement") is made and entered into as of this 20th day of December, 2016, by KR CC, Inc., a Delaware corporation (the "Assignor') and the City of Round Rock, Texas, a Texas local government home rule corporation(the"CLty"). RECITALS: WHEREAS, Assignor, as Buyer, is the assignee of that certain Commercial Contract-Unimproved Property dated as of October 30, 2015 (the "Bison Commercial Contract", a true and correct copy of which is attached hereto as Exhibit A), with Bison Tract 79, Ltd., a Texas limited partnership, as Seller(the"Bison Seller"); and WHEREAS, Assignor, as Buyer, is the assignee of that certain Commercial Contract-Unimproved Property dated as of December 23, 2015 (the "Krienke Commercial Contract", a true and correct copy of which is attached hereto as Exhibit B), with Keith Krienke, Mark Meredith, Greg Carter, and the Estate of Lisa M. Carter, as Seller (collectively,the"Krienke Seller"); and WHEREAS, Assignor, as Buyer, is the assignee of that certain Commercial Contract-Unimproved Property dated as of December 16, 2015, as amended by that certain First Amendment to Commercial Contract — Improved Property dated December 21, 2015 (together, the "Keller Commercial Contract", a true and correct copy of which is attached hereto as Exhibit C), with Gladys B. Johnson, John D. Johnson, and Bertha M. Keller, as Seller (collectively, the "Keller Seller"). The Keller Commercial Contract, together with the Bison Commercial Contract, and the Krienke Commercial Contract, are collectively referred to herein as the "Commercial Contracts"). The Keller Seller, together with the Bison Seller, and the Krienke Seller, are collectively referred to herein as the"Sellers"); and WHEREAS,pursuant to the Commercial Contracts, Assignor has agreed to purchase and Sellers have agreed to sell certain real and personal property in Round Rock, Texas as further described in each commercial contract (collectively, the"Property'); WHEREAS; the Property consists of approximately 350.2 acres of land located east of Kenney Fort Boulevard and south of the Union Pacific Railroad, in Round Rock, Texas, all as further described on Exhibit D attached hereto (the"Land"); WHEREAS, concurrent with the execution hereof, Assignor, KR Acquisitions LLC, a Delaware limited liability company ("Developer") and City have entered into that certain Master 1 Development Agreement(the "Master Development Agreement") pursuant to which Assignor and Developer will develop the Property; WHEREAS, pursuant to this Agreement and the Master Development Agreement, Assignor has agreed to assign,and City has agreed to take assignment of,the Commercial Contracts and close on the purchase of the Property pursuant to such Commercial Contracts and this Agreement; and WHEREAS, pursuant to this Agreement and the Master Development Agreement, Assignor and City have agreed to enter into that certain Ground Lease Agreement of even date herewith and as referenced in Section 3.03 of the Master Development Agreement, the form of which is attached hereto as Exhibit E(the"Ground Lease"). AGREEMENT: NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Assignor and City hereby agree as follows: 1: Defined Terms. Terms utilized but not defined herein, or otherwise noted, shall have the meanings set forth in the Master Development Agreement 2. Assignment and Assumption. Assignor hereby assigns all of its right, title and interest in and to, and delegates all of its related obligations under, the Commercial Contracts to City. City hereby assumes and agrees to be bound by the terms of the Commercial Contracts, and agrees to perform all of Assignor's obligations thereunder with regard to the Commercial Contracts as if City had been the party originally named as"Buyer"therein. 3. Acquisition of the Property. City hereby agrees to acquire the Property pursuant to the terms and conditions of the Commercial Contracts. Assignor shall assist and facilitate the closing on the acquisition of the Property(the"Closing")which shall occur on or before December 23,2016,unless otherwise agreed upon the parties hereto(the"Closing Date"). 4. Lease-Back of Land. Concurrent with the Closing, Assignor and City shall enter into the Ground Lease. 5. Closing and Closing_Deliveries for Assignment and Assumption and Lease-Back. The Closing shall take place at the offices of First American Title Insurance Company and Austin Title Company (collectively, the "Escrow Agent") on the Closing Date. At the Closing and to the extent not previously executed and delivered, the Assignor, City and Developer, as applicable, shall execute and deliver to each of the following: 2 a. This Agreement b. The Master Development Agreement c. The Ground Lease; d. The Memorandum of the Ground Lease (as defined in the Ground Lease) e. The Economic Development Program Agreement (as defined in the Master Development Agreement); Assignor and City further agree to execute escrow instructions substantially in the form attached hereto as Exhibit F, as amended as may be necessary to enable the Escrow Agent to comply with the terms of this Agreement and the Commercial Contracts(the"Escrow Instructions"). 6. Closing and Closing on Purchase of Property. At the Closing, City shall close on the acquisition of the Property pursuant to the Commercial Contracts and the Escrow Instructions. All deeds, title policies, affidavits, settlement statements, and other closing documents for the acquisition of the Property shall be approved by Assignor prior to execution of the Closing. All costs, taxes, fees or other expenses payable by the "buyer" with respect to the Closing shall be the responsibility of Assignor and shall be paid directly or funded into the Escrow Agent on or before the Closing Date for disbursement at the Closing. 7. Acceptance of the Land. City acknowledges and agrees that, upon its acquisition of the Land, it accepts the Land in an "AS IS, WHERE IS" condition and Assignor acknowledges and agrees that City has not agreed and has no obligation to make any representations or warranties as to the condition to title or physical condition of the Land and has no obligations to improve the Land, except as specifically set forth in the Master Development Agreement or herein. 8. Representations and Warranties of Assignor. Assignor represents, warrants, and covenants to City, that Assignor has full right, power, and authority to enter into this Agreement and the execute the transactions contemplated hereby, and that the signatory hereunder has full right, power, and authority to execute this Agreement. 9. Representations and Warranties of City. City represents, warrants, and covenants to Assignor, that City has full right, power, and authority to enter into this Agreement and the execute the transactions contemplated hereby, and that the signatory hereunder has full right, power, and authority to execute this Agreement. 3 10. Brokers. Assignor and City each hereby represent and warrant that neither party has dealt with any broker in connection with this Agreement and there are no unpaid brokerage commissions or finders' fees payable in connection herewith, except for those to be paid by Assignor to Summit Commercial, as set forth in the Commercial Contracts. Assignor shall indemnify and hold City harmless, including reasonable attorney's fees, from any claim made by any broker, including, but not limited to, any brokers, in respect of this Agreement. This indemnification shall survive the termination of this Agreement. 11. Mutual Assistance; Further Assurances. Assignor and City will do all things reasonably necessary or appropriate to carry out the terms and provisions of this Agreement and the transactions contemplated hereby. Assignor and City agree to furnish to each other such further information, execute and deliver such other documents and do all such other acts and things as may be necessary or appropriate to evidence, document or conclude the transactions contemplated hereby 12. Counterparts. This Agreement may be executed, by original signature, facsimile or electronic signature, in counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. 13. Headings. The captions or headings herein are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Agreement. 14. Binding Effect; Entire Agreement. This Agreement shall be binding on and inure to the benefit of Assignor and City,their respective successors and assigns. This Agreement, the Master Development Agreement, the Ground Lease and the Economic Development Program Agreement constitute the entire agreement between Assignor and City, and supersede all prior agreements,whether oral or written, covering the subject matter of this Agreement. 15. Assignment. Except as provided herein, neither party assign all or part of its rights and obligations to a third party without the express written consent of the other party unless such assignment is a collateral assignment to a lender. Assignor may assign all or part of its rights and obligations under this Agreement to an entity that is controlled by or under common control with the Assignor, and shall provide a copy of the assignment to the City within 15 days after the effective date of the assignment. The City may not assign this Agreement. 16. Amendment. This Agreement may be amended only by the mutual written agreement of Assignor and City. 17. Notice. Any notice and or statement required and permitted to be delivered shall be deemed delivered by actual delivery, by electronic mail, or by depositing the same in the 4 United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: If to City: City of Round Rock 221 E. Main Street Round Rock,TX 78664 Attn: City Manager Phone: (512) 218-5400 Email: citymanager@roundrocktexas.gov With a required copy to: Sheets & Crossfield 309 E. Main Street Round Rock,TX 78664 Attn: Stephan L. Sheets Phone: (512)255-8877 Email: steve@scrrlaw.com If to the Assignor: KR CC, Inc. P.O. Box 590 1305 Kalahari Drive Wisconsin Dells, WI 53965 Attn: Mary Bonte Spath Phone: (608) 254-5320 Email: mbonte@kalahariresorts.com With required copy to: Shupe Ventura Lindelow& Olson,PLLC 9406 Biscayne Blvd. Dallas, Texas 74218 Attn: Misty Ventura Phone: (214) 328-1101 Email: misty.ventura@svlandlaw.com Michael Best&Friedrich LLP One South Pinckney Street, Suite 700 Madison, Wisconsin 53703 Attn: Michael S. Green Phone: (608) 257-7482 Email: msgreen@nichaelbest.com 5 Either party may designate a different address at any time upon written notice to the other party. 18. Interpretation. Each of Assignor and City has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, however its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any party. 19. Applicable Law. This Agreement is made, and shall be construed and interpreted, under the laws of the State of Texas and venue shall lie in Williamson County, Texas. 20. Severability. In the event any provisions of this Agreement are illegal, invalid or unenforceable under present or future laws, and in that event, it is the intention of Assignor and City that the remainder of this Agreement shall not be affected. It is also the intention of Assignor and City that in lieu of each clause and provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 21. No Third Party Beneficiaries. This Agreement is not intended to confer any rights,privileges, or causes of action upon any third party. 22. No Joint Venture. It is acknowledged and agreed by the parties hereto that the terms hereof are not intended to and shall not be deemed to create any partnership or joint venture among Assignor and City. The City, its past, present and future officers, elected officials, employees and agents, do not assume any responsibilities or liabilities to any third party in connection with the development of the Project or the design, construction or operation of any portion of the Project. [Signature Page Follows] 6 IN WITNESS WHEREOF, Assignor and City have executed this Agreement as of the date first above written. ASSIGNOR: CITY: KR CC, INC. CITY OF ROUND ROCK TEXAS a Delaware corporation a Texas local government home rule corporation By: �.��i�. By: Todd Nelson,President Alan McGraw,Mayor EXHIBIT A BISON COMMERCIAL CONTRACT lAttached heretol 13Z TEXAS:A 9FR-C-AL-T R. COMMERCIAL CONTRACT UNIMPROVEOPRQt ERTY 1195 pf Al14rON:lll'pB11SOnR MIO Ar-NOT10t6 ii OF THE TFSfASNSD"IATIpYOpfiFJVItOtIG714 t1QTAU[�IISl11Ytib ��A><reel.9va e}AEA4TOIIbQ Mc,'20N 1. PARTIES: Sailer 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-sated Irl Paragr6liti 3.The parties to h.Is contract are: i Seller: Dison Tract 79, Ltd, Address; i 7 phone:-X51' 13 Sr7.aat1 E-n'all, S*! g@ jPQomme+a ?��t ora asm 5 t'aX:=Gaz21�580`90� _ other. Buyer..KR AMi.qti oqb LLC a Aialomrm Umit4d llebilty companx Address:iE d: -W7' :53$65 131;0`6,6; 1 aos.t�xaTt) -ma1): n]ey:aom ; P27s: •, .• C?lllBf;i�oT►�mRka'�laTi�ii:�e'sor��.yiom f 2. PROPERTY; A. "Property"roealts.That real property.situated In r�ii?iamaon' County,Texas at 132 1$8`Aores <Nsal�wav 79.G KAniiey Eort kvd kouncl Stooic`fiR (address) and that'Tsllegally descriGed on lite alfachod Exhibit- p' ores follows R3.6`75Q0 ' �R31.OQ�g IZ51Q0�3 ii ItSIU.Q.q 4 h e 3 i B. SetterWIll sell and convey the Property,togelherwj(h: (1) lh(e gtits,.prittilages;apd••appurtahah660;gbgelih)hg.to•the:Prpperty,inctuding_.Sellpr%right,title,and t inferostlin,.dnyminerdls,uUlit(8s;adjst srttr$treptsi;alldyc� lri.$;goles,.atic)righ{ fif;way; (2)SWIPKs liaterestiri:ail-teases,rents,and se urlty;iiepnsifs'fq�a1!or parE of th 113-r0p:.vrty;'and (3) Se1166 inEerest.tn-WI licdnses.atid pejinits:r fafgcf tb thr#.!?roperly. ; (DescdbQ ally excepllons, reservallwls,orrestrlalions-in Paragraph.'i2 oran Adr/endum.) (IfminerAl ritd/rfs eras f0`be.reserved en appropria�e'arldentiiim should ba aifached.) r 3, SALES PRIM 3 A. At or before cigsin ,.Duyor will pay the,following sales price for the Property: z (1) Cash portion pay.1ble•0y Buyer•at closing ............ 1-1...... ... .. 13,800,000.00 (2) Sum of all:iihancillg•described in Pe-agraph•4........................S a (3) Sales price(sum of 3A(l)and SA(2)) . ............ 12,800,000.00 j (rAR41302)4-1.14 Page a or 13 SummilVommcrctallndumawI)opanu�]ne.20Clitg�olln7roilRnmut4ad TX7rf661 1�6onr:tS12j2�t4.9107 fgyt;.t#1232da.9s)4 J)g1'rWl'ct 133.IGBAuu r+�e.awr,s•,�aaoeynctv6��wrotn.rowvtw.a.tmv.r.v.9�a»xo ttmrtosaozeme y 3 I F 132.1.68 Acres, Highway 79 5 Kenney Fort 131vd., CommardalConlrad-UnimprovedNaperiyoonevrang_ Round Rock, m}C B.Adlystment to Sales Prtes:(Check(1)or(2)only.) 0 (1)Tho sates price will not be adjusted based on a survey. M (2)The sales price will be adjusted based an the latest survey obtained under'Paragraph 613, (aj The sates price Is calculated on the basis of$ 2.2232 per: g ISl (iyy square foot of 0 total area CI net area. 0 (II) acne of 13 total area 0 net area, ; (b)`Total area'means all land area within the perimeter boundaries of the Property, `Flat area` w means total area lass aq area of the Property within: D (I) public roadways; b (ll) rights�of-way and easements other than Moss that directly provide utility services to the nU)Property;and a i r F (o)3ithe�ates prfea hs ad}uatec}by nro!s than �S of the a .Varlarmo isIFUM , }tOILP $ Cath pmooll Ulu WX r E s R. W tagrap 2?as�aiisvys 3 N. d A fls wft tots nt-ef-$ s d ( tD4149 nt-a M (2j tlRgeh3-een p ,p��8fid t}i-841he-alt88iFeEi E D B. rY'Re anAdd -41, MR402111_ W crh-batat ii 138- . t Ct C, retni . €-Crest-t8-ael ef the atteamersla dendum—FAR-1934}4j i S. EARNEST MONEY: 3 7 A. Not later than 3 days after Ihe.efteaUva dale,Buyer must deposit$ao,aoo,as as earnest money WiUlAuatin.Titi10 512,529,0777 Cro ,conov r nustintible.Dorn {litl9 Company) 8tMITZn ad rensv Qonove� (alosar), i I f�6uyer titg tattmeiy deposttthe.earneslrooney,Setter may terminate this contract eFa�teroise arry et- E ti3e•earnestlay: �}�.. G k B. Bayer-wi(1-depeNWn-add"aWfiieunt of4 wilh4ho-OD-sampasyy-t"e-made part-ekho-emeaknartey-an or dayrs afteStt'}ei'stgt3F#e�terinate tiade�RaKegrappis;-ot B e ill-be-tflomy tmtepesited tba aetSa�l �pga� . erl3at+rrl. (rAR-Iso2)4.1 is Pape z of Ss PtafKaOwtllaN'm,ObY2EpLe�n 1lgTOr+4eonkiDR6►LPnv.WeWrEi60GC vyer'aoi�?swfl i7t.168Aeta ? E E E EE 3 i i 4 E 132.168 Acnes, Highway 19 6 Hanney Port Blvd., CommerdetContract-UnimprovedPtoparlyconcerning ftmnd Rock, TX C. Buyer may Instruct the title company to deposit the eamest-money In an Interest-bearing account at a federally insured financial institution and to ciedlt any interest to Buyer. B. TITLE POLICY AND SURVEY: A.'Cilie-P.glI (1) Seller,Ot Seller's expanse,will fumish Buyer.an Owner's policy of Tittle Instrrapce•(the this potfcY) by eriY un etwiiter of:tkls tilts coup Y�?i11 alnUurii Rf fhe.salego.ice,date$:ct or after cltiaiir�, .jliig•�uyat-agalisst ioss•igtdsi•t�:e tttiQ potfoy�su�jedt tlt�,ty td: a..t c> bite exc floras perimltCdtf Ely thio abittratl#or as'rriayr tya:r pncved by Buyof In'writins;and b)t}ie. artl..pdnted excc��p�brrs caritalned In the promal�r toren of title pail*urileas talc contrail provtdes.v4herwtsa. ' Cly T.he§ q'd prinled.eXCeptlotl eg,to dlscrepanr as cotallicis;or 86ottsga[a wept end battndary {blas',pt' "inctaaahrriatitsur ra4iuelsits,: Yiiy,oveitakpltmjariovemetltsi { wiU.iios�imtdecl'orde� ftttt�tld :poHcy: {b wflllie:amandedto°rand s}iorts eslnaraa `atlhe.expensile to Buyer O $suer.. (S)Within. 115 days a(terthe efrective date,Sellerwlli fu irnlsh Buyer a commlbneattor t# e'kwumnce {the caritmtbnettt)tncluding tegif�e coplas of recordeit dociJmenfl .Ovtdenft title azce�'W.bm Sellar authorizes the dile company to deliver the obmrYiitrrmnt and related documents to,6t4*at Buyer's address. B.Sua.n Within §5 days after the effective date: ® (1)Buyer wilt obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made In accordance with the: (1) ALTAIACSM Land Title Survey standards, or Q Texas Society of Professtonai Surveyors' standards for a Category 1A survey under the appropriate condition.Seller will reimburse Buyer $S•94Q s0o (insert smoupt) of the cost of the survey at closing,If closing occurs, O (2) . 7•he-The -wAA-be-nada in case pd- lEla-&rwey-staWards;or- {ii}-texas-�seisty-of-f�cafess{opal- rayoFs-stasa �rds lar-a-Gateg apprep#late�etadklo>k t] (3)Seller-wilt dollver-ca-Buyer-arrt se► aa!'-a-t st resent saewey-ef-tke-�repey-alrg with-ate-aff+aiav+ eiFfsau survey, tl Nie exisiLtg sur4w&V4s-n91-arwep'--ble-4e Me ty� ♦�' er,-a�,8eile expense, vAll Main and delivef; the osseplable-survey to 13esyera�-t#e tit aYs abet-Se#te>rec4et+res�etloe IhaHttc �aesssty ter�eltet'#s-detiire# lasin, a � as7s-aosFaf-t#t 1 relrrtbt�se•SeRefi._ .�+rrsert-aAsauRlj•o et-sl$E�lt�#etesl�-esst►rs. C...Boyoft Objections to theQommilment end ry r. (1)tA({hla days-a#ter:Buyer wolf.�y$r••ma . fast-eF enctiinbi sets IIUe oihsr 4t3er�-these-portstied-fjy-ihlS-�ter-wiA-satisfy ea etos+A-orBayer•will-assrima at-nosing t+F (YAR-1ED2)4-7.14 Page 3 of?a V+oa+ooQMTr�ecrdaYrPl'nao repldfaomiaattoxi�uon.rnc+rpencactb� 1J7.tbRAacc t 132.168 Acres, Highway 79 & Keruroy port: Blvd., Commefdal Contract'�Uni!imi{ov�ed Propedy concerning_ 9 and Sork M ..l+rtrttll-YttlLQ^RP� M 4 R In tTVi�C�7-''Yt•ti�- Suyer s-deHiried-ts-r98etve t#aa$a�+ay-eR the a&Ater-Bf-{t}tfi@ date-ef yB Rilin 1-Fesei�t 6f-the $ufvey:-e (tt)et 4h (2} OtteFRi $6- e a-te-;stss- svnira start-nates-fo-Se�eti��•�aj�afte�#r•: ( } St -€ rut a to ttltety-e lr # tt �b3$'��e�t- ye�tivi ot�i'vet#ie�t#ir�rttea��dte�e��aedt: 7: PROPgR Y C:CtNDMCiN; A, esent:�i:rndittah• buyerersoapts the P.m In IN precept xtioneon except 9W:Uteri at•Sellees pkpense,viral'compiett3 ftt§`tattm+iirig before c{oalttg: B.FeroaibiRN Period:Buyer may terminate this contract for any reason within 9r) days after the effective date(feasibility period)by providing Seller wdbn notice of termination.(Check only one box.) ® (1) if Buyer terminates under this Paragraph 78, the eamest money will be refunded to Buyer less $ 21MAD that Sellerwill retain as independent consideration for Buyer's unrestricted right to terminate.Buyer has tendered the independent consideration to Seiler upon payment of the amount specified in.Paragraph 5A to the We company.The independent consideration is to be credited to the sates price only upon closing of the sate. � po dallsr amount ja stated. is Paragraph 7B(1)or if Buyer fails to depgstt the independp)Zt r �idemlion Buyer will n� athe fioht to termip�)e under tll[�PaiFpgph 7B ❑ (2) Not 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 78,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, atlar„ gt{g(js slated�.(hlti Paraaratrh 78(2)or if Ruverfgils to nay the eamest money.ftgr will not hda the right froterminate -under this Paragulah 78 C.lnsaeetions.Studies or cr;menla (1) During the feasibility period, Buyer. at Buyer's expense, may complete or cause to be completed i any end-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; r (b)notify Seller,in advance,of when the inspectors or assessors will be on the Property; (c)abide by any reasonable entry rules or requirements of Seiler, • (d)not interfere with existing operations oroccupants of the Property and (e)restore the Property to its original .condition If altered due to Inspections, studies, or 611 assessments that Buyer completes or causesilo be compteted. t (TAR-1802)4-1-14 Pop 4of13 t'odu0vrtha�aaib�ysgaw i60roflzanueaAa¢0,►ater.lt+xgsnanvffi> Qh�SOD 1�2.14611aes t R F 3 i 132.168 Acres, Highway 79 6 Kenney Fort Blvd„ Commercial Contract-Unimproved Prdperty concerning_ 1jound agnk x+X F (3) Except For those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any cialm, liability, encumbrance, cause of acQon, and expense resulting from 1 3uyet's Inspacoons, studies, or assessments, Including any property damage or personal injury. gtryer +nnll indemnify, hold harmless, and defend Seller and Setter's agents against any Balm involving a matter far whtoh Buyer Is responaible under this paragraph..This paragraph survives termination of this contract. D.P Ylrrfarrnallorr (1)�gliveru rrf t?ra +r fn__ f gig VJMIn za days.after.the effective date,edervviil-deliverio buyer•:{{cJiQrJc'a111 NNr`af a�A7y,1 >id (a)copl6s..Q u!i carred#t@i1sr, ,rto(ning to fila f'roperty,:ipr uding any modgicailonp,supplements, o.r srrrg,motite-to the lenses; 132.1.69 Acres, Highway 79 & Kenney Fort 131vd., Conimorclal Controd-Unimproved properly concerning Rgllnd kngk TX (4) any concessions,bonuses,free rents,rebates,brokerage commissions,or other matters that affect any lease;and (5) any amounts.payable under the leases that have been assigned or encumbered,except as security for loan($)assumed or taken subject to under this contract. 6ei#i€tsat a I,tr�fia 8t�r-eate�e► cJgana3--itr1h t�-aN. eateppei�t#ffisatsu. g 9. 13ROKERS: A. The brokers to this'sale We: Prinolpal awj e,w Endland Properties Group,LLC , 8rokar. Ages*11pIn gUn Address s�6 llrL g ---Tra a _s1Ata z04 Addrasa: ff_GhdahaXsn_+rxadl Eno Cayno = - 7.0735 >� ROMG, TX 78681 Phone&FM IS12199g-as;le Atwne 8 Fa7C { a�1 ads-st7o� I;i3313+t -gd BS9 E.me7: E-mail:-J$=Rsu=m t!7gatm gra*1.�4ID Lloonse No., Llcanse No,-.o449916 Principal Broker:{Check only ono box) Cooperating Broker represents Buyer. ® represents Seller only. D represents Buyer only. 0 Is an Intermediary betvreen Seller and Buyer, 4 4� f x y 4 (TAR-1802)4-1.14 pages o1 13 w.�nttrowm,¢sciaur:n4cp.tsofoseiwn�t�rnom.r.p�u�e,�e„aeo26 v,., eon 132.168Aaa ! i i t 9F 1 i `E 3 3 i 132.168 Aries, Highway 79 & Kwmay Fort lalvd., Gommurctal Concoct-Unlmprovad Pfopbrty conmmin9 Round 'R a8 k TX 10.CLOSiNG: � 1 A. The date of the closing of the sale(closing date)will be on or before the later of: (1)13 days after the expiration of the teasibiltty period, 1 © (specHlc dateJ. 3 ® F31�aita k�xa9a�?4S3T1 Adciland R74. aft8 V. ff eHher pariy,fafls to close by the.closing date,the non-defautring.pady.may. exerow tf}e remedies in t'$ragr�ph'1s, a C. At closing; Seiler tyM execute and_deltor, at Sellers altppertse, a t3 general W special warranty deed:the deed trust Incicide'a 6ndaf s'tleh T04 part atft-solea•price(o flnancad.TM deed must convey good and IndefeasibleWla to the Property -and.sbow no;exceptions ottw'%n those parrMlted underAaragraptt.8.or.atherpngvtsionalo this oon,naot,Sailerm�atconveythePro er.Wy {1')wlttt no"Heim, essessniettts, or ether sec rity. fit�efosts-against the Property wtdch M9 not be stisflad.iiui,gfi3je. ale pi1ce,sin m.�seppri!{g roans"u r*urnes; (2 �filly asaurriett in' (31 to�ris'in ifefQ�iatt:°acid w0 no psraarlg" possession Of-any putt of the Property as lessees. tenants at sufferance, or trespassers except ta3ttante under the tten leases dsolgried to Buyer under this contract D. At closing,Setter,at Setter's expense,Wit also deliver to Buyer: JI) tax statements showing no delinquent taxes on the Property; 2) an assignment of all leases to or on the Property; 3)to'the extent assignable, en assignment to Buyer of any licenses and permits related to the Property: �4) evidence that the person executing this contract is legally capable and authorized to bind Seller, 8)an of davit acceptable to the title oompany stating that Selfer is not a foreign person or,if Seller is a foreign person,a written authorization for the tills company to:(i)withhold from Seller's proceeds an s amount sufficient to comply applicable tax law; and(19-deliver the amount to the Internal Revenue s Service(IRS)together with appropriate tax fomts;-and ; (6)-any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy,all of which must be completed by Seller as necessary. E. At closing,Buyer will, (1) pay the sales prlce In good funds arceptsble to the title company; (2)deliver evidence that the person executing this contradi is legally capable and authorized to bind Buyer, ' (3j sin and send to each tenant In a tease for any part of the Property a written statement that; (a3 acknowledges Buyer has received and Is responsible for the tenant's security deposh;and 3 (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect;and a (5) execute and deliver any notices, statements, certificates, or other documents required by thls contract or taw necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real instate 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 Seller99 obligated to complete under this contract,ordinary wear and tear excepted.Any possession by Buyer before closing or by Seller after closing f}tat is not authorized by a separate written Was agreement is a landlord-tenant at sufferance relationship Isetween the parties. 6 �i (TAR-1 act)-0.f-t a parr°7 nr 13 Picdxac.dn,nramD W D91opi t8orar44dnMi+Raoe,rn,r.t6afpd,�6me y,p 132.16R nwa 1 ;i d S e d 4 4 A t 132.169 Acres, 1349hxay 79 & Henney Fort: Blvd., Commidal Contract-Unimproved Proporly concerning hound Rork %2t 12,SPECIAL PROVISIONS:The following special provisions apply and will control In the event of a conflict with other provisions of this contract.(if speclai provisions aro contained In an Addendum, identify The Addendum here and reference the Addendum G3 paragraph 220.) Sae attached spacial Provisions AddendWa. '93,SALES EXPENSkS; A, Sir's pathfor 1he.tbllowing at or berore dosing: (i)releases:ofexlsgrig lfeni3,eer than tiiose;llen's asatlme+i byi Biyar.Including prapayrnenl psnatties and reco�+rli�fees3; 2 release of Seller's loan ifabifity,if applicable; 3 faxstatrements•oresrtlfiaates; d preparetlon ofAhe deod; (6) one-haft cf anyescrow fee; (6)crista to mcM any docxttrrents to cure title objections that seller moat cure;and (7 other expenses that-taller will pay under other provisions of this contract. B. Euvoa Exoenaes•Buyer wilt pay for the following at or before closing: (1 all loan expenses and fees; # 2 preparation or any dead of trust; 3 recording fees for the deed and any deed of trust; (d) premiums for flood insurance as may be required by Buyer's lender; (ti)one-half of any escrow fee; (6) other expanses that Buyer will pay under other provisions of this contract. 14.PRORATIOI IS: A. RJe gas: (1)Merest R-at"ssUMed t pen rats-waif lie prorated-t#reagtr-the-s18e}ng-date '(2.) if the amvdn-ef-ad-voloremAaxes4or4h"ear-in-whkh4he sate closes is not-avaiiable eA Me 0861Rg- daie;ta>Fes veil!be prerated-ori ttbaHTr.=F r� !n p year-tn-whieWhe-salPaAyn- preraflons when!he t"istateffl8fitS fOF Die- year-�M:Hhe sale doses-be-we me avallable.-Mi& (3) 1loan OF is 18141 PFOPSAy oub)W to an exisliao sfer-all feF Me, payment e4 tamer. f 4he1~ 1 eirarge 131 relrfilburse-such-amotinte-io-Seller-by-ap-epprepHate i sle'I ft. B. Rely- 3L_ f-SeNef-ehanges-the-use-eHhe-PMpe#y-gefera-etosir"NF a-denial-of a epetsial- � !awalka-en4he-P lleresuits-I 8 f additional- c8FMlties,-er- t#c3s sale eMe selle c.lesinge-asseeats wi C. At closing,Seller will tender to Buyer all security deposhs and the following advance payments recelved by Seller for periods after closing; prepaid expenses, advance rental UAR•102)4•i-14 Pages of 13 ►ro0.00C a+CiCFartvDLyivlD{�1b0T0 fataOnN.teltnoa,►rola,urprnaSpM 132.168 Ants 1 i i . i 13.2.168 Aevea, Highway 79 IS Kenney Fort Blvd., Commercial Contract-Unlinproved Property concerning Jgounct Ronk, TX payments,and other advance payments paid by tenants.Rents prorated to one party but received by the other party will be remitted by the recipient to the party-to whom It wat3 prorated within 5 days atter the rent Is received.This Paragraph 140 survives closing. 15.DEFAULT; A. #ire s &at}f-a b-1-1-t.-A-f- ,. e-r to fes�r B, df -4-#-14-t1ei0flr-1a...4 b} tUlil tris ai}$w to-de e 1 I aWdOf (2) Pts" C. If Seller felts to comply with this contras#,Saner is In defatilt and Boyer mar. (1)terminate,this contract and reaetve the earnest money, less any Independent consideration under Paragraph 78(1),as liquidated damages and as B ees sole remedy;or (2)enforce spediia performance, , 16.CONDEMNATION: If before closing, condemnation proceedings are commencedagainst any part of the Property,Buyer may. A. terminate this-contract.by providing written notice to Seller within 16 days after Buyer is advised of the condemnation proceedings and the earnest money, less.any independent consideration paid under Paragraph 78(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 snd the sales price will be reduced by the some amount,or 2)Buyer and the sales-price will-not be reduced. 17.ATTORNEY'S FEES: If Boyer, Seller, any bioker, 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 altomey's fees.This Paragraph 97 survives termination of this contract. 18.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 tiito company may require payment of unpaid expenses incurred on behalf of the parties and a written release of debility 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 18 days after the date 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. (TAR-9802)AI-IA4 Page 9 01 13 t�o�,cronv,rmrmmc•gtsplopu,oororaamwrrtwd.u.,�.urc,q,,,�p7o� 132.tG8Aua { i 1 _ i t i i _ 132.166 Aores, flighv y 79 5 Kenney Fort: Blvd, , Commerdal Contract-Unimproved Property cwnc Wng Rayed Rook, Ti C. The title Company will deduct any Independent consideration under Paragraph 78(1)before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. if the title company complies with thls Paragraph 18,each party hereby releases the We company from all claims related to the disbursal ofthe.eamest money. 3 E. Notices under this Paragraph 18 must be vent by ceditd mall,return recelpt requested,No#oes to the title ioompany are effective upon reoefpf by ihe.9110.Company: F. Any party who wrongfully taus or FORUM to sin a release ac:oept�b(s to ttte iltte-rcom after recslpY.of the rt<q ues#Wail hasaifSe to the ether pattlr for tlquiltd damaM fn�Ai1•amrotrrrt.aqual;to it .sum of.0 threglimaithe amautrt,oftho eamast moneys(Iq the eamast-trirmy; (i)-reasonable z attnniey's few,L144'(40 all oq*of utrl}. G. Q Seller l:3 Bu ysi Irltotid s)to corrtpSete the tranaaotlon as a rf:af an ex po. as of JjKe.�klttd,prop.oo ?� iii aCcerdtij 1 139" tin' Coal of ttib 1 al Revehub t:bBer va amdfW4. AU iisea In Cdnnec kn iklth tha:oontegi letecl exohaitfje"ori e paid'tiy'th� atigtng'pafiy; Tha oilier patsy Wil not incur arty ezp9nse or 1<e Tlitytitiith respegt to:tha t3xnge,7ha .8 M10 ate fully and In ood fatttito ar a'.antft umt)tatetlie exdtanga so tag to comply to Ilia nta)rttrnun exfoiitieasit�el a the provlstons of$sellar 10$i1he In4ama!Revenue CoiIa:The anter pmVlsiotts of tfiis corCt wtli not be affected in the eventlhe ocnfentpfated exahartge feUsto`aCtxu; f 19.MATERIAL FACTS:To the best of Seller's knowledge and belief:(Check.oW one box) Ri C3 A, Seller is not aware of any material defects to the Property except as stated in the attached Commercial Property Condition statement(TAR-1408). f$i S. Except as otherwise provided in this contract,Seiler is not aware or. E (1) any subsurface:struotureB,pits,waste,springs,or improvements; (2) any pending or threatened Iltlgatlon,condemnallon,er aseeserneritaf(ecHng the Property; (3 any environmental hazards or condruons that materially affect the Property; (4) whether the Property Is or has been used for the storage or disposal of hazardous materials or toxic " wade,a dump site or landfill,orany underground tanks or containers: k (5) whether radon, asbestos containing materials, urea-formaldehyde loam insulation, lead•bssed l paint,toxic mold(to the extent that it adversely affects the health of ordinary occupants), or other i 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 property; (8) any present or past infest6tion 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. t (Describe any exceptlons to(7)•(10)In paragraph 12 or an addendum.) s 20.NOTICES:Aft notices between the parties under this contract must be In writing and are effective when g hand-delivered, mailed by.certified mall return receipt requested,or sent by facsimile transmission to the parties addresses or facsimile numbers stated In Paragraph 1.The parties will send copies of any notlaes l to the broker reprinenting the party to whom the noires are sent ® A. Seller also consents to receive any notices by 6•ma111 at Seller's a-mall address staled In Paragraph 1. ® R. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated In Paragraph 1. 21,t)t5)y rtes agree.to negotiate-in-good4a#H -an.�ef n.to-resolve-ary-dlWute- r sated -ihls-aeRtxast that n ay-aA y+n�iagan ge.peftles }µ 1 suba�lt•lire-dlspate-te-atetliai)er�befare resararxl to•arbittatier�-e�lAlg -wlft•e�+alty-shart�e-eesls-e1 i t (TAR-1902)4.1.14 i Page YO 0119 's v�oo�ow�MnatFa+rpoyxysosieorornanttxaftox.fiwn.a •txac� r32.166Acns a Y 3 4 k 3 e T I F 132.X68 AcresHighkay 79 6 Kenney Govt 132vd., CommordalConiraci.UnimprovedProperly concemV Round Rook. TX a-mutaesseptable rnediater:This pa_Fagraph suFvlvea-temilnatien of titin-sailt—'A 41119 paFagraph-eea- not prastude a partyfreni seaicii�g aeuiteblarre#lef#erR a enurt-af earr►patettt�sladiatier�. 72.AGREEMENT OF THE PARTIES: A. This contraot is hInding on the parties, their heirs, executors, representathtes, suooessars, and permitted assigns.This contract is to.bs construed 1n accordance'% th the Paws of the State.of Text.If any term or crAon dt this contractdiet!be held to be Mvelkl or uilertfor Qi%the ternalnder of this cohliact'ahalttldt be OWed thereby, S, This,colittact bP*Ih9 the entre agreement of parties and may not be•oftattged except G1.,yurritiilg. C. If this contr otja executed In a numberrof(deniloa)0unterparts,asoh counterpart-is an original and all coirnterparlt;,coUsr:Uvely,canslllute o"Ira ag)aement D. Addenda which.are part of this c ontrac#.are:(Check ep Mat apply.) ED 1) Property Resari tion Para raph 13 cbmmaridsl i'pnnract Flnanctr@ AddWum JOAR;1931); © 3 Corrimapdal)'iopetty CoMition.Stalberittirit(TAR-1 48); CI (4) CommercW Q'ntrdct Addendiimfar S06141 t'roviatotls CrAR-1940); in © ( Notice.to 0.0w Laser of Real Property a Wider Dls ict(MUD); © (0 Addendum for Cod siai Area Property(i'AR-1016); * (7) Addendum for Property Located Seaward of the.Gulf Intracoastal.Waterway(TAR-1010). * (8) information About Brokerage Services(TAR-2501);and (Nota:Catmaorlarrba Toros Aaaorlarfan afRMLTOM(MV hot ddlamfWd iharewolrhe lorooW addarafa whfrh amprww4atedby lha Tbxas meal l:arale Co W**n 0VE0 orpubDstroB by TAR0M oppropdalc torose with ItrAr lam,) E. r Wff Q nay © may ne r assigns WS GBRIMA Buyapml1-be•relieved of-any�-fature-libbmmty�-tmt#er#hh[a'serttrast -.." .. tk-asstgrt , . , all abligagons and iia . 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 of this contract falls on a Saturday,Sunday, or leget holiday, the time for performance is extended until the end of the next day which Is not a Saturday, Sunday,or legal holiday. 24,151'FECTIVE DATE, The effective date of this contract for the purpose of performance of ail obligations Is the date the title company receipts this contract after all parties execute this contract. 26.ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyers selecuon,or Buyer should be furnished with or obtain a title policy. S. if the Property is situated In a utility or other statutorily created district providing water,sewer,drainage, or!food control fadlitlas and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the.statutory nonce 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, described below, that you are about to purchase may be located In a certificated water or sewer service area,which 1s 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 wi7i be required to pay before you can (TAR•19o2)4-1.14 Page 11 of 13 rvoou�d w,rWauO oy Mope rm,or,arm urr,arz v,ow hlrnpoi G6C]0�rw„Nµ.em++ 132.14E Acm nfmpiared t'roAa�EYamso 132.298 nares, M911W ,Y. 78 5 Keramy Bort: Blvd., Carrmntcra4 Cantraa•U m,,,g ..� �� receive water or WWat service TWO My be a pertod required to c`Mtrud Unoa or,other feBitilso ne to pravtda water or sewer senlca to your.prope ,You are advbW 1n datamtlne#the propao to to a ft IMOMW-Hres amt.ocntact the utii se,vtce provider.ta'dermirca tfis ori ihat you Wip be required to and Urm parted,tt arty$ow IS-r uW to:provtifO'�Wr Or wwet aarvice to your proparfy.l7te u Pstrdies8r heresy aelultr�vla rt.ofCe rip taw at Or berate the axetean of a rl asmra�et for ftpurd row desrabed fn'fhe 801100 orall dosing of purmhuao of the teat vmpprty."The rear pmpady 6 row pw"Wph P.of ft conuad rY, If the t7ropaan�yy or uharae.a common bondery W III rho(U*Muenaad tru}sr Madlentis at ft st W,OUiu-dled as s the, Ta Mural lkwotm Code mqu%s a hatiaa WS 002M gm pr+oeq mit of this wftw t. E: Ifthel7nwlytotoastedseawardofOmGulf trtirao eta!Watarura . et.G�G,'1exc NaturalfisaourcDa cocle,requtraa rr noltoe'regaritkeg the seaward loosi}n or the Marty to be tnoi d$d oa part afi oris P. If fha grapey ts'keawd Pilo%rho Amlts of 8 mun*aQtyr ttte ProgmAy Marr reaw oar tat0r le Included li in the akbe tarrhotfal. �NiadEotl ( I of a httgti�.paliW Indy rsoNt to tafsi t atltsjeatto annem tan by the:rntmIttipayty. ch tniintat mirfintattu;a►ttst►that ctepItds.ha ts�tmderte$ and W. To d�ermina little ptnpelty to pkr hTrr a murttoipablY�tr7',t�f�iryaf d?rotlld a�tlaot°atE mtp>rclpafl�ea laaaied to the general`p�drnfiy�prgtsar�y farttirthertMarnlation. 'G. Erakere ars rat gaalift�i to Worm pr4pariy oti�e,surveys,engineering atttdlm anvl munlal aaesasm ,or tnspecdorze to detsrmhro cem�nce wlihh xontnq;go"mmerttal regrli ww'or tswa. Su er should Oeste ex1nuap� its to perform much serviwe.gstW should revdor}wy I%w buli tg dies, rnepar re:a d reputrrrr t Is theme orlam tUq yW M yWraTSd n�iPse Iesra. fdtte a t t qua determine the crecW vyardtinesa.os:ttte p 21 CDAtTRAC7 AS O.PP :The exewrzn d this centrad by the tlra.Wy canalhutes an offer to buyer sell 5 the Propony.unless the ether pparty a the offer b s:Ot1 pm.,kr the ftma.roneln which theProperty is loaatad,OA—, ..October 30.%fsa;,,,` eaife!wiU lapse arut t�tmri�s rtiuti'gttd vntd READ IBIS CONTRACT CAWULLY. The .brokers .and agents males 114 representation or rsaon mc►ndation BULTyouraas to the leat aufitalatray, l offset,or tax com. aes equanofthis doauinont or t transsattort.CDNeYl;�ppEa ntrtg, j f f k 3 F S 8 1 a. trArt-1802)41.14 t'ago i4 or1$ naa,�awocvt�napc7aF+�W teow7+cm+aM+poao.iroir.WWOr�siof0 p7.1FEilaai 5 s a i 3 s 3 MAO Acres, Highway 79 a Kenney Fort Blvd., Gammerdol Mtge t-Urdmprovod Pcoparty concerning Round Book TX - MORNE" Sa{lofsntlomay;tin>; xrnur�i.a BuyBf'6nttomey:.�n�t�Z 1Axlov,B�elaon tinlnalwa>:+ar.Elarm- &nits 8ilit Address:a4oA sn g �d a+�xt,ngB, L iti4 Addreae;? gant ,pia Xin at, Angtiln __ * 7R7S9. �LS� SL 537x3 Rhone&Fwr }xt3ga-3 r7 Phone$Fax:tGoy2o3- as , E-malf: jcaur�aQbreuRiaxawaSrai.mom. E-mail;"armseaxlay_mom Seller's attorney requests.coples of documents, Buyer's attorney requests copies of documents, notices,and other information:. notices,and other information: ® the title company sends to Seller. 1A the We company sends to Buyer. ® Buyer sends to SeNer. 15 Seller sends to Boyer. ESCROW RECEIPT TAS tille company acknowledges rec61 t f' E 9A. the contract on this day f u (effective date}; B. earnest money in the amount oft in the form of on Title tornPaRy' r l�l L I�V` Address: 1 t VJ .By. P"&Fax: J l'a" —D }2- jpq_ 5�8 Aesign8d file number(GFiI). An:� , �� 0 DJ E-roti• a 44 Racts e..co M ►'1 �"1 t,Ci7� ' (TAR-1802)4-144 Page 13 of 13 rc,n.a t�a�rah +�ea uaror+;aa+,�cnamaQKw.++domemar,«.+m- 132.I63Aaa �g a a i t g� 9 ' 1 T raet 1,119,2.8 Acs Tract,Save and Rept a 1.50 Acre TYact Page I of 7 TcM 2,OW Ac m M= n=3,4JMAcw Ttacx F=BIT A , Tisa 4,9.771 Aare Tram , a , A I) MI i 3 FORA,132.17 AM TRACT Qp LAND.SI`]t`ZJATI3D.IN•Z"HB.p.A.ir101;I?T3R SURVEY. AG'7i'170,297, WN f T13XAS i ,.1Ci_. I�Q12'1It3 .41� A 1 ;985 ACM i'- A'S 1��5�• JR A DSD �'Bl�()Qd TACT-401.LTIj:• AND RECORDBD W Dt10EM='NO. 20i17704O..65') ANO.A3 1�RSC' 131 XN"Nt3;199947747�JFt `I'HBkfCkiLp�TB ,i Q1S !C UI!ITTt'�131311�i'GA,:�X9.?f3 A��CRA±CI'1)T�tACT;SAVB Aid?' HRRT.E:.TBL�P.ASUMMON,, A 1.5Q'Atm TRACT. AND Rl3CORDED IN S CB 1•I►. ,M.126 0lz TnE PLAT'R1opRDS Off?5AI13'couNTy,.A.0�MI AOM t Albr ,2)'TRACT,. A 440 ACRE (TRACT3). MCT; AND 41 0.77.1 Ate. tTRACT 4) TRACT, SAID 132:17 ACRE TRACT, AS SHOWi4 & THS ACSCOWANYING BOUNDARY SMVRY, BEING MORS pARTICULARLy bBSCRIB$D,BXMBx'J35 AND BOUNDS AS FOLLOWS: TRACT X . r n t BRGIIMCY at a%"iron rad with"Baker-Afcklen"cep set for the northeast corner of said 1.57.365 acre tract,seine being the northwest comerof a called I76.78 acre tractus described Ina deed to.Gregory Stephen Carter ad recorded In moment No. 7010072268 of the Official Public Records of said County, being on the south right-of-way line of the Union Ndfiic ry Railroad,for the northeast confer and 1POl{NT OF BEGMMG hereof; 7 TMKNC>H;with the east line of said 157.385 acre tract, same being the west line of said i 176.78 acre tract,S 02-L5'1.5"E for a distance of 306AS feet to a ins"iron rod with cap found for an angle point on the east line of said 157,385 acre tract,same being the southwest comer of said 176.78a=tract,for an angle poha hereof; c TMxCH continuing with the east line of said 157.385 sore tract~sam being the south One of said 176.78 acre tract,N 86°30'SVY E for a distance of 8.57 feet to an.axle found for an angle point.os the east line of said 157.385 acre treat, same being the northwest corm of a celled 60.58 acre tract as described in a deed to Ernest Nelson Tobwn.et al.and woorded in Document No.2003035323.of the Official Public Records of said County; } TMNCE continuing with the east line of said 157385 acre tract, same being the west line of said 60.58 acre tract,S 02"09'49"R passing at a dktoce of 2771.35 feet a W Iron rod witch j "Bakser-Afokten"cap found,continuing for a total distance of 322.63 feet to a calculated point ; in the centedim of Bnxhy Creek,for the southeast comer of said 157.385 acre tract,same being f , Y F S a i 1� 3 i i Traci 1,119.2.8 Asre7rx4 Save and Except a 1.58 Acre Tinct Page 2 cf7 I Traci 2,0.037 Arid Tract Tract 3,4.580 Acne Tract 7hM4,9.771 A=Tma Um southwest corner of said(0,58 am tract„ same being an atter point On.the noM line of Loi A6,Black ,Sonoma Section-12,a eu dirllsimx TecordediA.C*ii qt4 Slides 347 348.oftlra Peat Itt3cxi&of Wd Co",for the sovtheastomerh , T I .ft south line of said 15'!1,3$5Aqe feast,Sawe being.1he OPPM911MIDCealinc Of ted rushy Cre�•in part with ft nor&idle of said W46 46 and In putt w)th,!�e w0i.11ne oIf a called d.764 acre"ot as di fbed Stu a deed-to.f tfty of Road>taok;TWOSand;ie'sorilecl ih Ao E'No:2013056475 of the t3ffioial Ptilt]3c'l s flfsaid CoYtiuy,thy"-foalowingAmr(4)' courses,and•distatictb: 1) 870*tW-SrWforadletauco:of-LM:30.fi*tfoacalv4Wed.angtapoint 2) 8 58°48131"W fbr a distance of 700.0 feet-to a calcuiaW anglepoint hereof, 3). 3 CP 41P 31"W far a distance of 240.00 feet to a ca1mbled angle point h and 4) 3 SY 00' 31"W for a distance,of 137.67 feet to a calcalated point set for the northwest comer of said 1.764 acre trees, being on the, cast right-of way line of Kenney Dort Boulevard(right-of-way width varies),for the southwest comer hereof, THENCE through the interior of said 157.385 acre tract,same being the east right-of way line of said Kenney FottBoulevard,the fMlowiag nine(9)courses and distances. 1) N 03°271241"W for a distance of 437.0 feet to a let"iron rod with"BakerAicklen"cap set for an angle point hereof, 2) N 86°32'3G'8 for a distance of 58.31 feet to an iron rod with"SAM"cap found for an angle pointhemf, i I 3) N 03°27'24"W for a distance.of 244.W feet to a'r4"iron rad with"Baker~Aickien"cap set for an an&point-hereof, 4) N 19°111071 W for a distance of 376.67 feet to a W iron rod with"Baker Aieklee cap set for an angle point hereof, 5) N 26°22'37"W.for a dista im of 1455.4A fleet to a W iron rod with"Baker Aicklee cap set for an angle point hereof, r i f t 1 1 1 i . Tlmx 1.119.28 Acre Tlraa.Sava end 8xwpt a I,SOAm T�= 3 of 7 TW 7,0.037 Am TM TYa M 4.980 Aare Tract TYaat4.9,771 AaeTrrW 6) N 220 481 02"W for a distance of 160.31 featto a K"iron rod with'T,aker�Alcklea"eV sat for an attgTe point hereof, 7) N26°22'3'"W*for.a..di w4m ofUM feet to:a 3A"hxM rad-with"Bakex-Aicklan '<ap, setforanahopo ntl I 8) N 23°,12'7.5"Vit-for a dbtanoe of-2 .69 Wto a Wy iron rod-with`met+-Aicklen"cap � M'for an angle point hat and. 9) N020 18'IW W ft.a dManoa;of 323M,feat:m•a X161'iron rod with"Bakar•Aickka"cap S%an*0 north.11ne of said 157:3$S am...ilea;sada being ths.lkwne ion of'the east tfg'�t-ol4ay line of*sold 6.nnay Fart Boulava d and the south right-AALWay-line of said Union PaaMG RWroA for tiieva*west.ocxiteac hereof,from wblch-a tolculWadpoint for the ncrtllwaaca r6er of said 1.SM85 am tr=4 soma btt the ngrdaw t cam of a called 107.17=e tract as descrilad in a deed to the Eck=Family Limited 7xast and nwrded in Doat No. 240&053589 of the Official Public Records of said County bears, S 631 35'4r W for a distance of 2191 febt; THENCE with the north line of said 157.385 aero tract,same being the south right-of way line of said Union Paolgc Ralhmd,N 63°35142"T for a distance of 2121.70 fleet to the POINT OF BEGINMG hmeof and containing 1.19.28 acres of land. SAVE AND EXCEPT A 1.50 ACRE TRACT OF LAND SITUATED IN THE P.A.HOLDER SURVEY, ABSTRACT NO. 297, WMLIAMSON COUNTY, TRW, BEING ALL Op BERTL TELANDER SUBDIVISION, A SUBDIIMON RECORDED IN CAMW H,PAGE 126 OIF THE PLAT RECORDS OF SAID COUNIT AND IN A CORRECTION DEED MORDED IN DOt;." bMNT NO. 1986037348 OF THE OMCIAL RECORDS OF SAID COUNTY TRACT z BEGINNING at a'h"iron rod with"Baku-Aicltlen"cap act on the intar melon of the west line of said 257.365 acre'b=and the west right-of-way line of-Wd Xenney bort BoulevmtY being on the east Lina of Bald 107.17 we trent, for the.north comer and POINT OF BLGDM(; hereof, $om which a caioulated point for the northwest i a I 3 i eE f 7rwt 1.119.28 Acre Tran,Save and Except a 1.50 Aare Tragic Page 4 of 7 Tract 2,0.037 Arse Tract Tinct 3,4.580 Acle Tract Tract 4,9.771 Acm Tract € E f' f 5 cozn�c of said 157.385 Ware tract, same being the.northeast corner of said 107.17 aara U=bears,N 02°18' 16"U for a diatmW of 662.651 TMWCR through the.JM&r of said 157.385':a=irnct,With the west xight o way line � of said:lSylEzart•Bo>2levai ,;9 28° ' 'i H for a distsnr a of 89.1 .8ast.Up 4.W Iran xotd wi0t a r- k1 "cap sof da the nob.Oi'm of a.died 0.1'5$ .-trail as dosrritied as Tracts iii.a deed.to-ft.City of Round Root and recorW:Ai1 Dmmeta No.•201104.1098 of the Of3�oia1 I llci fds sof isaid Coiwty�for an arigta I hcratif; 5 THIMCE continuing Rough the interior of said 159.385 am tract,with ft north line of said 0.158 acre tract,the follaming.two(2)courm aai3 distances; ? 1) S 17"191170 W forr a distahuxi of 53,31 feat to a W iron rod with"A almr»Aicklen" 5 cap set for an angle point hereot sad n 2) 9 620 42123"W for a distance of 8.54 East to an him rod.with`SAM"cap found on the west lune of said 157385 acre acct,same being the east line of said 107.17 am t tract,for the northwost corner of said 0,158 acre ftect,for an angle point hereof; THENCE with tha wrest line of said 157:385 acre trent,same being the east line of said 107.17 acre tract, 1+102°18116"W for a distance of 10&67 feet to the POINT OF BEGINNING hereof and containing 0.037 a=of land.. ; TRACT 3 r BEGINNING at an Iron rod with"SAM"cap found on the west line of said 157.385 acre t trac(4 same being the east line of said 107.17 acre tract,for the southwest corner of said F 0.158 acre trait,for the northwest corner and-POM OF BEGINNING hereof,from which a calculated point for dio northwest corner of said 157.385 acre tract,same being G the northeast comer of said 107.179cm trait bears;N 020 18'16"15 for a distance of fi 858.82 feet, c THENCR tbrough the.interior of said 157.385 acre tract, with the south line of said 0.158 acne tract,thefollowing two(2)courses and distances: k 1 1) N 63°36'32"E for a distance of 46.58 feet to a W iron rod with`Baker-Aickien" cap set for an angio point hereof,and z E a F 5 g5F F S33 I Tract 1,11928 A=7lact,Savo aced Except a 1.34 A=Zrwt Page 5 oF7 TMU 2,0.037 AccaTreat 'Inset 9,�i,684 Atxa Tact T 04,9.771 A=Tcact 2) f311113'WE for a dietanca of 5641 feat tq a.3h"irrcl)nal wlt4'j)ft,Alco 0n„ cap net on rite sotttlreast&mer of*t10.15$aara tact,wine being on tha west rtght-of-way line of"saki Kemy Fod-Boulevard,for the nortboast quer hmww TMC6 contin*,g through the jujaft of Bald 157.385 Me tract,wltk ft west right of�way lints of Sftid ley Foxt.BouIevaxd, ,�6°22'37"> fur a dlaterca.of G9�5.13 fest to.a ' Iron rod v}ilth 'Bakst smadee cep sat trot the northeast career of a waged � 0,864,acm tract and:dese4ibed as Tra#4 lit 0ald_Dgciapnegt N'a,2011(41098,for the east comst'hsi�tif; a THENCH�thrOugh 140 k tit oflaW 137.3$5=e h=4 with ft ac th line will 6.; of864 acMfitt-ty.iba following Ift C2)c M Uses and dtstani as: 1) 318°37123"W for a dist mw of 56AI feet to a W'Iron rod w1th'B alou Aieklea" cap set for an an*point hmof,and; 2) S 63° 37' 09" W for a distance of 392.71 feat -to a W iron rod with "Bakar-Alcklen"cog set on the west line of sold 157.385 acre tract;came]wing the east-line of said 107.17 acre tract,for the no thftat corner of said 0.864 acre tract, for.the southwest corner hereof, from which a W' iron rod found hears, it 5'63°37'08"W for a distance of 1.23.feet; i! TIBfENCE with the west line of said 157.385 acre bast,same.being the east line of said 107.17 acre tract, NOV 18116"W for a dlstantt of SM6 feet-to the POINT OF X;EGDMG hereof and containing 4.584 acres of land. i TRACT 4 f BEGXNMC; at a calculated point on rile west line of said 157.385 acre tract, same being the east Lina of said 107.17 acre tract,for the southwest corner of said 0.864 acre } tract,for the northwest corner and POINT OF BEGINNING hau*f,from which an iron rod WIth"SAM"cap found bears,S 630 37'14"'W for a distance of I A3;feed 3 THENCE through the lnteew of said 157.385.acre tract, with the south line of said 0.864 acre exact,the following two(2)courses and distances, 1) N 63137"1A"E for a distance of 42US feet to an iron rod with"SAM"cap found t for an angle point hereof,and f y5� j ax� AE A 3 yy 7 6 TW 1,1t9.26Arrait1 ASave and Sugaa 1,5aA=Tfact Page 6of7 `Ir=7,0M7 AsiaTran Tact 3,4580 Acre Tract Mud 4,4.771 A=MW 2) l�r/1b 22'37='l�for a distant$,of 5tt.41i feet t0 a ifs"iron rod whit` 3akAickIeu" cap apt.for tW soatbegs pomr of Wd.0:864 acre tra saw being on the west riSM'ET ►Ai3 of g&1dlq irttBo l sra d�far tl�itorthea et txu:ae$ht ea TMNCE c osrtiquipg.throughlhe h,ft for of saIi115' 85 acre ttt�with t�we§E ri& of-tvay line.ofWMUM y V*-Boute�Yard;til'Mltiv�ing four'.(4)cgm�es.and d�afa�ces: 1) 5.264?2' ' .fora dis.t4=of 2QAS feet to•a W iron rod.wDh"11A'lo�r-:Aickleu" Cap set far a point.of cWvatare,hereoi',. 2) with;the arc of a cu rva to do right,bavlag.a radius of 144M feet,an aroJength of 306,03:feet, a central angle of 012' 09' 37'; and a chord which bears, S 21"131460 E for a distance of 3"feet to a i5"iron roti with`Baker-Aickten" CQ set for it polar of non-tangency heroot 3) S 00°08'13"E for a distance of 360.28 feet to a b4"iron rod with`Baker-Aicklen" cap set for an angle point hereof',and 4) S 16°1.71'19'1 W for a distance of 165.80 feet to an iron rod with"SAM"cap found for the northeast corner of a called 12.1 am-tract as described in a deed to the City of Round.Rock and tecoided in Document No.2013049M of the Official Public Records of said'County,same being an&ogle point on the west right-of-way line of r said Keaney bort Boulevard,for the southeast corner hereof; THENCE continuing through the interior of said 157.385 acre tract,same,being the north line of said 12.1 acre tract,$88*42117"W for a-distmwe of 267.08 feet to a 3h"iron rod with'Taker- Aicklen"cap.set on the west line of said 157.385 acre tract,same being an angle point on the north line.of-said 121 acre tract, being on.the east lime ofa called 4A2 acre tract as described in } a deed to Thomas P.Bund and spouse,Christer Elrod and recorded in Volume 1813,Page 540 of the Official Records of said County►for the most souffierly southwest corner hereof from which a W iron rod found for the southeast comer of said 4,42 acre tract bears,S 01°25' 18"B for a distaste of 100.00 feat; T1MNCE with the westline of said 157.385 ante tract,same being the east 11ne of said 4,42 acre tract,N 01'25'18"W for a distance of 498.30 feet.to a W Iron rod found for an angle point on the west line of said 157.385 acte.tract,same being the northeast coater ofsadd 4.42 acre treat, ; for an angle point hereof; 3 3 , 3 3 f I 5 I 3ff� i Tract 1, l 19.28 Acre Tract,Sae and Except a 1.50 Acre Tract Page 7 of Tract 2,0.037 Acne Tract Tract 3,4.580 Acre Tract Tract 4,9.771 Acle Tract THENC)C,continuing with the west line,ofsaid 157.385 acre tract,sante being the north line of ► said 4.42 acre tract,S 890 09'25"W for a distance of 319.80 feet to a V?iron rod Found for an angle point on the west line of said 157.385 acre tract,same being the northwest corner of sald 4.42 acre tract,being on the east line oFsuid 107.17 Here tract,for the most westerly southwest corner hereof; THE, continuing with the west line of said 157.385 acre tract, sante being the cast line of said 107.17 acre tract, N 02° 18316"W for a distance of 369.49 feet to the POINT OF BEGINNING hereof and'containing 9.771 acres of land. Bearing basis is grld north for the Texas Central Zone(4203)NAD 83193 HARK Surveyed under the direct supervision of the undersigned July 30,2014: a ti t ax •et A.Nolen i,pi�f it:'S t"�•'•- Tri`�i C Registered Professional Und Surveyor No.5589 BAICER-AICICLEN&ASSOCIATES,INC, �;''jtiya•. ?`r;';:" k 507 West Liberty Avenue Round Rack,TX 78664 (512)244-9620 i a Jo11 No,:2146$02.21) Filename:K:IPIt01HC7SU146.3•IX12_CnrT4:xAND HDUNDSWisonTmcul-4.Joc r i F r L f 1 1 r t C3 3 l i 1 i l S I Q � d s a SPECIAL PROVISONS ADDENDUM TO COMMEEtCIAL CONTRACT—UNIMPROVED PROPERTY BETWEEN BISON TRACT 79,LTD..AND KR ACQUISITIONS,LLC This Special Provisions Addendum (the"Addendum") is incorporated by reference into the Texas Association of Realtors Commercial Contract --Unimproved Property to which it is attached(the"Form Offer"). This Addendum and the Form Offer.may herein be referred to as the"Offer". Buyer and Seller(who xnay herein be referred to-as the"parties.)agree as follows: 1. Conflicts Mdth 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. Buve 'g Due D;lei Bence. 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 Kalahari 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, ingresslegress, 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 parce)s, and such other matters which Buyer, in its reasonably exercised 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 ("EntitIements")provided,however, that the Buyer shall require that-any such Entitlements not take effect until the closing occurs and if any Entitlements do take effect prior to the closing occurring then if closing§hail not occur for any reason except for Seller'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 Seller shall provide reasonable cooperation with respect to the Buyer's activities under this Section 2 including, without- limitation, signing of applications for Entitlements; so long as such applications are at Buyer's cost and without liability to Seller;and.(b)Seller 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. 3: Extension of Feasibility 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 $50,000 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.B 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$50,000 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 7.B 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(h)above,then if the Buyer deposits additional earnest.money of$50,000 with the title company on or before the date that is five (5)days after expiration of the feasibility period as extended under Section 3(b) above, the feasibility period will be deemed extended for an additional 90 days and the 270 days inserted in the blank in Section 7.11 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 sales 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 73 of the Form Offer during the Initial Feasibility Period then all the earnest money shall be returned to the Buyer,less the$1,000 of independent consideration provided for in the Form Offer. In such case the independent consideration of$1,000 shall be disbursed to Seller. In.the event the Buyer terminates this Offer-pursuant to Section 7.B of the Form Offer during the first Extension Period $50,000 of the earnest money shall be disbursed to Seller and$50,000 of the earnest money shall be disbursed to Buyer. If the Buyer terminates this Offer under Section 7.B of the Form Offer during the second Extension Period $100,000 of the earnest money shall be disbursed to Seller and$50,000 of the earnest money shall be disbursed to Buyer. If the Buyer terminates this Offer under Section 7.13 of the Form Offer during the third Extension Period then $150,000 of the earnest money shall be disbursed to Seller and$50,000 of the earnest money shall be disbursed to Buyer. If Buyer's failure or refusal to close the transaction contemplated by this Og'er is due 2 to the breach or default of the Seller or the failure or.nonsatisfaotion of any condition precedent set forth in Section 12 of this Addendum for the benefit of Buyer,then Buyer shall have the right to a return of all the earnest money(whether deposited by Buyer or disbursed to Seller),less the $1,000 of independent consideration. Buyer's rights under this Section 4(b)of this Addendum :are in addition to,and not in limitation of any other rights or remedies the Buyer has under this Offer including, without limitation, the rights and rdmedies of Buyer under Section 17 of this Addendum. If this Agreement terminates the Buyer and Seller 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 ofthis Offer. S. Closing Date. The*losing 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 feasibility period extension rights under Section 3 above Is exercised the date ofthe elosing'shall be re-determined based on the new duration of the:feasibility period. 6. No Renresentations• "As Is"Purchase. This Offer,the deed-Seller is to deliver at Closing, and- any other documents Seller is to deliver or does deliver at the CIosing are collectively the"Transaction Documents". Despite anything.contained herein to the contrary the terms of this Section 6 do not-(a) limit, modify, exclude, or affect any of the covenants, obligations,duties,representations, or wariai fles of the Seller contained in the other Sections or provisions of this Offer or in any of the other Transaction Documents(the"Other Provisions"); or(b)limit the liability of the liability of Seller for or under the.Other Provisions. Except for the representations and warranties set forth in the Transaction Documents, SELLER MAKES NO WARRANTIES OR REPRESENTATIONS of any kind or character, express or implied, with 1 respect to the Property,its physical condition,income to be derived therefrom or expenses to be incurred with respect thereto, or with respect to information or documents.previously furnished to Buyer or furnished to Buyer pursuant.to the Offer,or with respect to Seller's obligations or any other matter or thing-relating to-or affecting the same, The parties acknowledge and agree that there are no oral agreements, implied or oral warranties, or other representations made between the parties that.are outside of the written terms of this Offer or the other Transaction Documents. Notwithstanding anything contained herein to the contrary, this Section shall survive the Closing or any termination of the Offer. BUYER ACKNOWLEDGES THAT,EXCEPT FOR THE REPRESENTATIONS AND, WARRANTIES EXPRESSLY PROVIDED IN THE TRANSACTION DOCUMENTS, THE CONVEYANCE OF THE PROPERTY IS SPECIFICALLY MADE "AS-IS" AND w "WHERE-IS," WITHOUT ANY REPRESENTATIONS.OR WARRANTIES, EXPRESS OR IMPLIED,INCLUDING IMPLIED WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHATSOEVER. d i 13UYER ACKNOWLEDGES THAT EXCEPT FOR THE REPRESETATIONS AND WARRANTIES EXPRESSLY MADE IN THE TRANSACTION DOCUMENTS, (A) NEITHER SELLER NOR ANY OF ITS AGENTS HAVE MADE, AND SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS,. WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, OF, AS TO, i 3 7 i t 3 CONCERNING, OR WITH RESPECT TO, (1)THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION,THE WATER, SOIL AND GEOLOGY,(II)TETE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH MAY BE CONDUCTED THEREON, (III)THE COMPLIANCE OF OR BY THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY, (IV)THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, OR (V)ANY OTHER MATTER WITH RESPECT TO TIME PROPERTY,AND (B)NEITHER SELLER NOR ANY OF ITS AGENTS HAVE MADE, AND SPECIFICALLY NEGATE AND DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING COMPLIANCE OF THE , PROPERTY WITH ANY ENVIRONMENTAL PROTECTION,POLLUTION OR LAND USE 3 LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THOSE PERTAINING TO SOLID WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT•40 C.F.R., PART 261, OR THE DISPOSAL OR EXISTENCE,IN OR ON THE PROPERTY,OF ANY HAZARDOUS SUBSTANCES,AS i DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF- 1980, AS AMENDED, AND THE REGULATIONS PROMULGATED THEREUNDER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY PROVIDED IN THE TRANSACTION DOCUMENTS, BUYER SHALL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER OR ITS AGENTS OR CONTRACTORS. EXCEPT FOR REPRESENTATIONS AND 'WARRANTIES EXPRESSLY MADE BY SELLER IN THE i! TRANSACTION DOCUMENTS SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR-WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF, FURNISHED BY ANY PARTY PURPORTING TO ACT ON BEHALF OF SELLER. a 7. T'tlle Objections. a. The Buyer will have 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 Seller any objections it has to any matters set forth in the title commitment or survey (the 4 "Objection Period")provided that Buyer is deemed to have received the survey on the earlier to occur of(i) the date of Buyer's actual receipt of the survey, or (ii) the deadline specified in 5 Section bB of the Form Offer. Buyer's notice containing its objections is referred to herein as the "Objection Notice". The term "Permitted Exceptions" means any matter contained in the title commitment 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 Period. b. After receipt of an Objection Notice, the Seller shall have the option, but not the obligation, until the date that is thirty (30) days after the date the Objection Notice is received by the Seller("Cure Period"),to cure any of Buyer's objections. An objection will be deemed cured within the Cure Period if Seller either cures the objection within the-Cure Period 4 s z i in a manner reasonably acceptable to the Buyer or Seller commits in writing during the Cure Period to cure the objection prior-to or at-closing iii a.manner'reasonably acceptable to Buyer. If any objection is not cured within the time periods contemplated above,then-the Buyer shall have the right to terminate this Offer by givitig written notice to Seller at any time on or before the thirtieth(30th)day after the expiration of the applicable cure period. If Buyer does so terminate this Offer then all earnest money,less the$1,000 of independent consideration,shall be returned to Buyer. If the Buyer does not so terminate this Offer then (i) any matter shown on the title commitment, 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 has not been cured within the Cure Period 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 terns 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, The Seller 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 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 Seller commits to cure any objected to title or survey matter,in writing then Seller 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 be deemed a Permitted Exception. C. Despite anything to the contrary contained herein, the term Permitted Exceptions shall not include (i) any Monetary Liens or(ii) any leases other than Post Closing Leases, or (iii) any standard title exceptions that can .be removed by Seller providing the Affidavits and Indemnity as to Debts,Liens,and Possession in the form contemplated by Section 11'(a)of this Addendum. "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 as a result of the change of the use of the Property due to the acts of Buyer), fixture filing, or any other monetary lien, broker lien, or collateral security document. The tern Monetary Lien does not include any of the foregoing items listed in the sentence which affect the Property due to the acts of the Buyer, The Buyer need not object under Section 7(a) of this Addendum to any Monetary Liens or any matter described in Section 7(c)(ii)or(iii). 8. Proration, Special Assessments and Real Estate Taxes. The Seller 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 ("Seller's Taxes")for all years prior to the year in which the closing occurs and a prorated portion of such Seller's Taxes for the year in which the closing occurs. The Seller shall also be responsible for paying as they become due and no later than the closing date all penalties,late fees,and interest for any Seller's Taxes which were.due prior to or on the closing date but not timely paid by Seller. If a tax bill for Seller's Taxes for the year in which closing shall occur has not yet been issued as of the closing, the title company shall estimate Seller's Taxes at the closing based on the amount of basic ad valorem real estate taxes paid by Seller for the immediately preceding 5 year. The title company shall prorate the actual or estimated amount of Seller's Taxes for the Year in which closing occurs as to the date of closing between the parties, and such proration shall be final and binding on the parties hereto. Buyer, and not Seller, shall pay any and all rollback real estate taxes,special assessments,standby fges,road assessments,or any other such tax, fee, or imposition, which arise after closing,.or which arise before closing to the extent arising from Buyer's change of use (or intended change of use), or application for zoning, permits,or other Entitlements,it being the agreement of the parties that Seller is responsible only for the Seller's Takes (and related penalties, late fees, and interest) which it is specifically obligated to pay under this Section 8 and Buyer is responsible for all other taxes, assessments, and impositions (including without limitation rollback taxes, special assessments, and road assessments). The parties shall not revisit any estimated prorations following the issuance of the tax bill,regardless of any variation between the estimated and actual amoutts. The third to last sentence of this paragraph shall survive closing or termination-of the Offer. l 9. Special Warranty Deed. The special warranty deed delivered by Seller at the closing shall include a warranty that the Property is conveyed free and clear of all liens and encumbrances created during Seller's period of ownership of the Property other than Permitted Exceptions. a z 10. Llases. Seller represents that attached to this Addendum as part of Exhibit A are true,correct,accurate,and complete'copies of all leases(including all amendments)to which all or any part of the Property is subject prior to the date of this Offer,other than any mineral leases (for which Seller makes no warranty or representation). Buyer is advised to review the Title Commitment as to any mineral leases. Seller represents that the existing leases are (a) the agricultural lease for year 2015 attached.to this Addendum and(b)an oral month to month lease, 1 with a monthly rental currently at$1,000,with the residents-named in the 2002 lease attached to : this Addendum, The Seller may after the date hereof enter into additional leases affecting the E. Property provided that all such leases are in writing,all such leases are solely for agricultural or residential purposes,the term of any such leases after giving effect to all extension and renewal 1 options does not exceed a-year,and Seller first obtains the prior written consent of the Buyer to any such leases which the Buyer will not unreasonably withhold,condition,or delay,provided, i however, Buyer's consent is not required (a) as to any agricultural Ieases for one year or less which are required to maintain the.Property's agricultural exception for property taxes and having the following terms:the lease can be terminated by Iandlord upon not Iess than 30 days' l notice to tenant and upon payment to tenant the greater of(i)alI 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, or (b) any residential lease which is a month to month lease. All such leases shall be deemed Permitted Leases and Post Closing Leases. Without limiting the Buyer's rights hereunder by i 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 written lease and the terms of each unwritten lease it makes for the Property while this Offer Is in effect. 11. Closing Deliverables. In addition to the documents to be delivered by the Seller at the closing as described in the Fonn Offer,at the closing the Seller shall: l 6 3 • 3 s E a. Execute and deliver an Affidavits and Indemnity as to Debts, Liens, and Possession on a customary form Indicating.there-.-are no unpaid debts for fixtures,equipment,or improvements relating to the Property;no construction liens or construction lien rights affecting the Property;no unpaid labor and materials used in the construction on the Property;no leases or parties in possession affecting the Property(other than Post Closing Leases and mineral leases which are Permitted Exceptions);and no purchase contracts for the Property or contracts to sell the Property;provided,however, Seller may except from such affidavit any such matters which were caused by the acts of Buyer. e b. Execute and deliver such other-affidavits and certificates as are required so that the title company .can remove the title exception ott the title commitment for mechanics liens, construction liens, and/or material suppliers liens and-the general exception for tenants in possession but which affidavit may disclose any applicable Post Closing Leases. t c. Deliver fully executed releases of all Lien Documents which are needed n for the Property to be conveyed at the closing fxee of all Lien Documents. "Lien Documents" means collectively all mortgages,assignments of rents and leases,deeds of trust,other collateral security documents, construction liens,mechanids liens, or material supplier liens but does not include any liens created b�the Buyer. Y 12. Cgnditions Precedent.-The obligations of the Buyer to take the-actions otherwise 1 required of it at the closing are subject to and conditioned upon the satisfaction of each of the following conditions precedent listed below. a. The Seller shall have delivered all the documents it is to deliver at the closing in.duly executed form at or prior to the closing date and Seller shall have cured all title objections it has committed to cure under Section 7(b)of this Addendum. b. The Seller shall have materially complied with all its other obligations to a be performed at or prior to the closing. i C. The representations and warranties of the Seller in this Offer shall have x been true and correct at the time made. ' 13.. Documents. Copies of the documents listed on Ekbibit A attached hereto and incorporated herein, to the extent they are in the possession or control of the Seller, shall be delivered to Buyer within fifteen (15)days after the effective date. If any documents that are responsive to the requests made in this Section 13 and Exhibit A come into the possession or control of Seller after the date hereof the Seller shall provide copies to the Buyer promptly. At i the Closing the Seller will provide a copy of a resolution and such other documents as are I reasonably required by Title Company to demonstrate that Seller is authorized to enter into this y Offer: 14. ' Operation of the Property. Until the earlier of the closing or the termination of i this Offer,Seller shall: 3 . 7 1 F 1 3 F F l i l i i R F 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 which solely release liens to which the Property is subject; provided that Seller may enter into new leases in accordance with the terms of Section 10 of this Addendum, i s b. Maintenance. Maintain the Property in materially the same manner and condition as immediately prior to the effective date of this Offer and not materially alter the Property, provided however that the following will not breaches of Section 14(b); routine maintenance, replacements, and repairs and ordinary farming activities f consistent with past practices, damage and/or destruction to or of the house on the Property not caused by Seller,damage and changes caused by the elements or acts of nature,and reasonable wear and tear, h • 4 c. AmeendMents. Not enter into any amendment or modification to any lease,easement, i or other agreement that is binding on the Property. i z. d. 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 the terms of Section 10 of this Addendum. Not enter into any contract or agreement for the purchase or sale of all or any part of the Property. t Section 14(d) above will not apply to the granting to any bona fide bank or financial institution any mortgage, deed of trust, or collateral assignment of rents and leases in the Property. Seller shall not cause or allow the aggregate.amount of all liabilities secured by the Property to exceed eighty percent (80%)of the Sales Price provided, however, that this restriction in this sentence a shall expire once the closing has occurred. 9 15. Advise Buyer. Until the earlier of the Closing or the termination of this Agreement, Seller shall notify Buyer in writing within forty five(45)days after Buyer receives any of the following; i a. Any notice of the commencement of a lawsuit or other legal proceedings ,. against Seller, f 's b. Any notice of any pending or threatened proceeding in bankruptcy or insolvency naming Seller as debtor. c. Any notice of any enforcement,cleanup,removal or other governmental ' or regulatory enforcement action concerning any environmental contamination on the Property which is instituted,completed or threatened. 16. Contingency Savings, The parties hereto acknowledge that Buyer will expend i material sums of money in reliance on Seller's 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 . i s i (F I t 3 l i entexad into the Offer without the avallabllity of the rights to perform the due diligence activities described heroln, The parties,therofore,agree that adequate consideration-exists(an addlooxt to n the-Consideratioil referred to in Seeders 7.B(l)oftho I?oxm Offer)to•support•each of the.parllw obligations,under the Offer,and Seller and Buyer eaoh waive any and all rights to challenge the enfareeability of the Offer on the basis that any of the"conditions ox ewr)tingenoles fat forth ata ,itis Offer are at Buyer's discretion or that any of the agreements contained•iii the Offer are. illusoxy. . ............._.. .1.,�_ .,...Rema e :. .. .. ....._ l . l a, If Buyer faits. to thnely close on the purchase of the Propvxty in F accordance with the xequ�iatnonts of this Offer,Bayer is in default and Seller,as Seller's sole remedies, may teimitrate"this OMr and Meiva the earnest moiaey as liquidated damagos: NotwWistanding the forcgoin,�, nothing,in this pxoVlslozz shall seine to limit Seller's right to pursug..damages.from Buyer.under Section.7.0,(3)ofthe Form,O:d'er,or Sections 2,S,and Z3 of this Addendum (tile "Excluded Provisions'h, Buyer's liability in the aggregate when all -obligations under Buyer's indanmaty, defense, ro1mbursement, damages, and hold harmless = 4bllgetions under the.13xoluded Wovlsions are aggregated together%Wit not exdeed one Million and Non Ob Dollars($1,1)00;000,00). b. Section 15,C.of the Fbrna Offer is hereby deleted, If Seller fails to timely F close on the We and purchase ot'the Property In accordance with the requtreinents of tails Offe�r a or falls to timely perform any of its other duties to be pazformed by Seller at closing,Seller Is In default--and-Buyer,•as•its sole remedies,may: j i. terminate this offer and receive the earnest money as liquidated s ddmages(including,without limitation, all earnest money proviou$ly disbursed to Selleg under the terms of Sections 3 and 4 of this Addendum), less any independent consideration under Paragraph 7.B.(I);or ii.'' Itforde'speciflc per#or#nance 6f this-Offer ,roV14ed"however that If Buyer cannot,`enforce specliio performance,dr elects to not do so,or f Seller shall have sold the Noperty or granted any interest therein in breach of this Offer,Buyer wail be.ent{tIed la ROK ll earnest money ai under the of-this Offer (including all•cdrfiost•?norm — ._..w— _�.... ..pre�lously%'dlsburse8to'Selld'r'Uiiilex the t;jm•i's"ijf$�'ot�o�s 3'aitd�dPtkZs'�P,�"d11dt mjt�d-ie�"oWezf...__.,_- ... .damages in the amount of all.caste incurred or paid ;For by Buyer In Buyer's inspections, 3 pe.�?xkilttQ,_ ld,.ilG; gP!efl=orte•relgted tq Buyer's iratealtlesi use,of.••the)sropexty,including without limitation all attorney ho,survey costs,englnaering costs;tnspecition costs, testltig cost,anti other due diligence costs andlor expenses paid or incurred by Opyer in connection with this Offek (collectively'"pursuit Costs"), riot to exceed R& Miyaon�ft &n&g %mid Dollars .. .. ;{u;1;Utl0,000:00};. ...................... .... .��..�.� •.,.�...�.. ._..,•_......_....... ,......._._ .. . ,._..... . . ........... One U. If Seller breaches any of the terms of Sections 10, 14, or 15 of this < Addendum•prior to tho termination of this Oilbr or elosing the Buyer's sole and exclusive remedy prior to acquiring the property is to terWnate this offer, receive all e"aritest money (including, without limitation, any earnest money disbursed to Seller) less the Independent l 9 I 1 EJI 7 1 consideration, and recover from Buyer the Pursuit Costs incurred or paid for by Buyer with the Buyer's recovery of Pursuit Costs not to exceed One Million Dollars($1,000,000.00). d. If Seller has breached prior to the closing any of the terms of Sections 10, 14,or 15 then once Buyer has acquired the Property,the Buyer shall be entitled to recover all damages suffered or incurred by the Buyer or the Property due to any such breach other than Buyer's Pursuit Costs. e. Nothing in this Section 17 of the Addendumm will limit either Buyer's or Seller's rights under Section 17,of the Form Offer. 18. Indemnity Limitation. The Buyer shall have no liability under the Offer, including without Iimitation Section 7.C(3)of the•Fonn Offer;for any environmental,hazardous material,soil,wetland,historical,archeological, or other condition on the Property which Buyer or any of its agents or contractors discovers in connection with this Offer so long as such condition is not actually created or caused by Buyer,Its agents,or contractors. 19. Counte,Marts. 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 doomed delivery and such copies shall be.deemed executed originals of the Offer or such other documents. 20. Assignment, Buyer may not assign this Offer without the prior written consent of Seller,provided, however that Buyer shall have the right to assign Buyer's interest in this Offer to an affiliate of Buyer without obtaining the prior written consent of Seller upon notice to Seller of such affiliate assignment. The Buyer acknowledges and agrees that any assignment of this Offer shall not serve to release Buyer from the obligations herein. 21. Closing Statement. If any errors or omissions are made at closing with regard to the preparation.of the closing statement,the terms and conditions of other closing documents or the failure to have executed and delivered a document or instrument called for by the Offer, Seller 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. 22. Miscellaneous. In the event this Offer terminates prior to the closing occurring, the Buyer will provide at the request of the Seller 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 concerning 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 Seller, Sellers and Buyer agree that by signing below on 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. to 23. Brokers. a. At the closing the Seller will pay Summit Commercial Industrial Properties,LLC(the"Cooperating Broker")two percent(2%)of the sales price. At closing the Seller will pay Endland Properties Group,LLC(the"Principal Broker")all commissions owed to the Principal Broker in connection with the transaction contemplated by this Agreement. Seller shall be solely responsible for any commissions owed to Principal Broker due to the transactions contemplated hereby and will enter into an agreement,as to the amount of the commission owed Principal Broker, with Principal Broker prior to closing. The Seller will cause the Principal Broker to deliver at the closing a complete waiver of broker lien rights with respect to the Property. b, The Seller represents and warrants to Buyer that, other than the Principal Broker and the Cooperating Broker Seller has not dealt with'or engaged-any other broker or finder in connection with the purchase and sale of the Property to which any commission or fee could be owed on account of this transaction. Buyer represents and warrants to Seller that,other than the Cooperating Broker and the Principal Broker,Buyer has not dealt with or engaged any other broker or finder in connection with the purchase.and sale of the Property to which any commission or fee could be owed on account of this transaction. Seller shall indemnify,defend, and hold harmless the Buyer from and against any breach by Seller of Section 23(a)above and from and against any claim for commission arising from this-transaction brought by any agent or broker claiming same through or under the Seller. Buyer shall indemnify, defend, and hold harmless the Seller from and against any claim for commission arising from this transaction brought by any agent or broker,other than the Cooperating Broker or Principal Broker,claiming through or under Buyer. 24. Sales Price. Despite anything in Section 3 of the Form Offer to the contrary,the sales price paid at closing will be the sales price determined under Section 3.B of the Form Offer rather than the price shown in Section 3.A of the Form Offer. [Signature Page Follows) i� 1 This Ofr hes been sighed by tho Buyer as of the date Brat written above fa this Addendum: . .....KRAcqutsWOM-LI:G. ......._ .. ...... By: .�fO Name:Todd R,NOsm de 7.Ytle: MaMer 'leis Offer is accepted by the Seller as ofthe date writtenbelow: BisouTeaot-79,Ltd. By:NII'CommeroWPartams,LLC,ifs gane�el.p , ` I By: Name: SttnevvetnMalaehowski Date- .......... ate:._........ EXHIBIT A TO ADDEN,�?�JM Documents 3 1. Any leases affecting the Property and any material correspondence related to any leases affecting the Property. 2. Copies of any notices received in connection with anypiuported or actual violation at the Property of any legal requirement, t 3. All material documents in the possession or control of Seller relating to status or condition of the Property. 4. All reports(listed below)in the possession or control of the Seller relating to the Property (the"Reports")., s a. engineering . b. geotechnical t c, environmental t d. boundary surveys or other land surveys e, zoning , f. and other similar studies 4 a i 1 T s' i 3 3, 3 s i S E f S 1 t .i L TEXAS ASsOmmold OP REA.LTopo RESIDENTIAL. LEASE AGREEMENT USG OF THIS FORM BY PERSONS WHO ARE NM MENDERS or-THETEXAS ASSOCIATION OF RMTORSV IS NOT AUTHORIZED. ®Toxas Assocrallon o1 REALTORSv,Inc,{8D7 n NOTICE: Landlord's broker, Capital Leasing (license#0464398 0 p will 6will not act as the property manager, Future Inquires aboutthls Lease, rental payments,and security deposits should be directed to Q Landlord's brokergLandlord. Landlord's broker❑ does4does not have authority to bind Landlord.to this Lease under another agreement or power of attorney. 1. PARTIES: Tha parties to this agreement(Lease)are the owner of the Proparty Bison Building Materials,LTD. (Landlord)and Ruth Anne Mo9una. . Ervin o uno (Tenant). 2. PROPERTY: Landlord leases to Tenant that certain real property known as 3301 Palm-Valley Blvd. (address)Williamson County (city) Texas (Zip code) or as described on attached exhibit together with all its improvements including the following non-real estate Items (the Property) also described as(legal deserlpfion recommended if lease is for one year or more): 3, TERM: This Lease commences on 5101102 (Commencement Date) and ends on 7131102 (Termination Date). 4. AUTOMATIC RENEWAL AND NOTICE OF TERMINATION: This lease wi)( automatically renew on a month-to-month basis unless either party,provides the other'-party Written notice of termination at least thirty(30).days before the Termination Date or the end.of any renewal period. VERBAL NOTICE Is:NOT SUFFICIENT UNDER ANY CIRCUMSTANCES. if this Lease is automatically renewed on a month-to-month basis, either party may terminate the renewal of this Lease by providing written notice to the other party and the renewal will terminate: Q A. on the last day of the month in which the notice Is given if notice.Is given on the first day of the month. if the notice is given on a day other than the first day of the month,the renewal will terMli2aj last day of the month following the month in which the notice is given. 604 1i XX8. on the date designated In the notice but not sooner than thirty 0)days after the notice is given and, if necessary,rent will be prorated on a daily basis. If neither of the above.choices Is checked, box A will be deemed checked. Time is of the essence for providing notice of termination(strlct compliance With dates by which notice must be provided Is required). 5. RENT: I A. Monthly Rent:Tenant will pay monthly rent In the amount of $760,00 for each full month during this Lease.The first full month's rent is dUe and payable no later than Thereafter, Tenant will pay the monthly fent on or before the first day of each month during this Lease. Weekends and holidays do not delay or excuse Tenant's obligation to timely pay rent, B. Prorated Rent: Tenant will pay as prorated rent from the Commencement Date to the first day of the following month the sum of $0,00 on or before ........ C. Place of Payment: Tenant will pay all rent to Bison Building Materials,LTD. (name of payee)at PO Box 19849 (address)in Ruston (city)Texas (state)77224 (zip) or at such other place as Landlord may designate from time to time In writing. D. Method of Payment: Tenant must pay all rent timely and without demand, deduction,or offset, except as permitted by this Lease:Th-he is of the.essenoe for the payment of rent(sMct-compliance with rental due dates Is required). Tenant must pay all rent by check,money order, cashier's check,or other means acceptable to Landlord. If multiple Tenants occupy-the (TAR-2001)10-01»97 Initialed for identification by Tenants: �, ,_and Landior9 / j,_ Page 1 of 8 Cartpuae gcnoretedtWn9 AuoCah4ad"vi.tf eollwate,tromA:SaRealy P,odFis,Iw,1960 W Rpefmq sWu 101.Ho,s1 TY.76a5A 1fi00)322-1170 C:U'ragmm pyatY+CWmW7kFlkAUntll6 TNs 1W.UUon ork&CaNracl"Is rtantad Iorsne to:JoeUln Ueyeres,and Is not transt=bk.Use by oUrn Ie allobUon o1 federal eopy,ipH Isur lyderTdta 1T U.B.C.Sial. p irded 04.0[.100 3 1 S l I } Residential Lease conoerning 3301 Palm Valley Blvd, Property, Landlord may require Tenants to a month) rents b. one check or draft, B. providing written notice to Tenant, t Y q pay Y Y Y 9 t Landlord may require Tenant to pay the amounts due under this Lease-by certified funds, i E, Common Areas;Landlord Is not obligated to pay any non-mandatory of user fees.for Tenant's use of any common areas or facilities(such as pool or tennis courts). ) F. gent Increases: There will be no rent Increases through ble Termination Date. if this Lease Is renewed automatically on a month-to-manth basis, Landlord imay increase the rent during the renewal period by providing written notice to Tenant that becomes effective the month following the 30th day after the notice is provided, ; 3 5. LATE CHARGES: If Tenant fails to timely pay any month's rent, Tenant will pay Landlord an Initial late charge of $28.00 plus additional late charges of $8.00 per day thereafter until rent Is paid In full. If Landlord receives the monthly(ent by the 8th day of the month, Landlord will waive the late charges for that month. Any waiver of late charges under this paragraph will not affect or diminish any other right or remedy Landlord may exercise for Tenant's failure to timely pay rent(including reporting late payments to consumer reporting agr moles). 7; RETURNED CHECKS: Tenant will pay M.00 (not to exceed 825)for each check Tenant tenders to Landlord which is returned by the institution.on which it is drawn for any reason,plus Initial and additional late charges until Landlord has received payment. 8, APPLICATION OF FUNDS. Landlord will apply all funds received from Tenant first to any non-rent obligations of Tenant ciud'ng late c arges returned check charges charge-backs for repairs, brokerage fees and periodic utilities then to rent g regardless of any notations on a check 9. PETS: THERE WILL BE NO PETS, unless authorized by a separate written pet agreement. Tenant must not permit any pet, Including mammals, reptiles, birds, fish, rodents, or Insects on the Property, even temporarily, unless otherwise agreed by a ) separate written pet agreement. If Tenant violates the pet restrictions of this Lease, Tenant will pay Landlord a fee of $0.00 per day per pet.for each day Tenant violates the pet restrictions as additional rent for any unauthorized pet. Landlord may remove or cause to be removed any unauthorized pet end deliver It to appropriate local authorities by providing at least 24-hour written notice to Tenant of Landlord's Intention to remove-the unauthorized pet. Landlord will not be liable for any harm,injury,death,.or sickness to any unauthorized pet.Tenant.-Is responsible and.11abia for any dafnage or required cleaning to the.Propeity caused by any unauthorized pet and for all.costs Landlord may inour in removing or causing any unauthorized pet to be removed. 2 ) 10. DELAY OF OCCUPANCY: If Tenant Is unable to occupy the Property on the Commencement Date because-of construction on . the Property or a prior tenants holding over of the Property, Landlord will not be liable to Tenant for such delay and this Lease { will remain enforceable, Landlord will abate rent on a daily basis during any delay. If Tenant is unable to occupy the Property after the third(3`s)day after the Commencement Date because of construction on the Property or a prior tenant's holding over of the Property, Tenant may terminate this Lease by giving written notice to Landlord before the Property becomes available to be occupied by Tenant,and Landlord will refund to Tenant the security deposit and any rent paid.These conditions do not apply to any delay in occupancy caused by cleaning or repairs, ] f 3 11, SECURITY DEPOSIT: � A. Security Deposit Upon execution 'of this Lease, Tenant will pay a security deposit to Landlord In the amount of s $7$0,00 "Security deposit'has the meaning assigned to that term In§92.102 of the Texas Property Code. 3 No interest will be paid to Tenant on the security deposit. Landlord may place the security deposit in an Interest bearing account and any interest earned will be paid to Landlord or Landlord's representative. Notice; §92.106 of the Texas Prdperty Code provides that Tenant may not withhold payment of any portion of the last month's rent on grounds that the security deposit is security for unpaid rent. Bad faith violations of§92.108 may subject Tenant to liability i up to three times the rent wrongfully withheld and the Landlord's reasonable attorney's fees. I 6 B. Refund: Subchapter C of Chapter 92 of the Texas Property Code governs the obligations of the parties regarding the l security deposit.Tenant must give Landlord at least thirty(301 days written notice of surrender before Landlord Is obligated } to refund or account for the security deposit, Notice:The Texas Property Code does not obligate Landlord to return or account for the security deposituntil 30 days after Tenant surrenders tho Property(vacating and returning all keys and access devices)and gives Landlord a written statement of Tenant's forwarding address. , C. deductions: s (1) Landlord may deduct reasonable charges from the security deposit for: (a) unpaid or accelerated rent; 1 (TAR-200.1)10-01-97 Initiated for Identification-by Tenant$K=T� , _and Lsndlor�l Page 2 of 8 Comp�xv Oenenitdustsg M0corAiut^v4.11 sosswmu.ha AtAoRssAy Ptadu:ts,tat.,1000 W,P.ipdnt,SUto X 76057,(600) 7•ttT6 C:wsepsm F3.sV.CNtntvlYFa..1./neJue TNsIns1tCA0sn orAMOC*rbad-is)censcdfor Useto:7osie0Meyers,erd is-UaasImbte.Unby Pluto Fs HofstlonoftedH+�)sop7si01i ewudtylut 17 U.IS.C.001. I emled O0.de.1Jo: i } i t Residential Lease concerning 3301 Palm Val}ey Blvd, (b) late charges; (c) unpaid utilities; (d) costs of cleaning,deodorizing,-and repalring the Property and Its contents for which Tenant Is responsible; (a) pet violation charges; (f) replacing unreturned keys,garage.door openers or other security devices; (g) the removal of unauthorized locks or fixtures installed by Tenant; (h) Insufficient light bulbs; (1) packing,removing, and storing abandoned property; (J) removing abandoned or illegally parked vehicles; (k) costs of reletting,if Tenant Is in default; (1) attorney fees and costs of court incurred In any proceeding against Tenant; (m) any.fee due for early removal of an authorized keybox;and (n) other Items-tenant Is,responsible to pay underthls Lease, (2) If deductions exceod the security deposit, Tenant will pay to Landlord the excess within ten (10) days-after Landlord makes written demand. The security deposit will be applied first to any rion-rent items, Including late charges,returned check charges,repairs, brokerage fees, and periodic utilities,then-to any unpaid rent. 12. UTILITIES: Tenant will pay all connection fees, service fees, usage fees, and all other costs and fees for all utilities to the Property(for example, electricity, gas,water, wastewater, garbage, telephone, alarm monitoring systems, and cable television) except the following which will be paid by Landlord: None Unless provided by Landlord, Tenant must, at a minimum, keep the following utilities on(if avallable)at all limes this Lease Is In effect: gas: electricity;water. wastewater;and garbage services. If Tenant falls to do so,Tenant will be in default. 13. USrz AND OCCUPANCY: A. Oc u an: Tenant may use the.Property as a-private dwelling only. If Tenant falls to occupy and take possession of the Property within five(5)days of the Commencement Date,Tenant will be in default,The oniy persons Tenant may permit to reside in the Property during,the term of'.thls Lease will be(include names ofall occupants):Ruth Anne MoCuna,Marvin McCune,Annette 1 oCune,Mibhale Mc. une,Morgan Sprinkle and Adam Sprinkle . Tenant must promptly Inform Landlord of any changes.In Tenant's phone numbers(home or work)no later than flve'(b)days of any change. Tenant must comply with any owners'association rules or restrictive covenants affecting the Property.Tenant will pay any fines or other charges assessed-against Tenant or Landlord for violations by Tenant of any owners'association rule or restrictive covenant. B. Prohibitions: Tenant may not permit any part of the Property to be used for: (1) any activity Which is a nuisance,offensive,noisy,or dangerous; x (2) the repair of any vehicle; {3} any business of any type. Including-child care; (4) any activity which violates any applicable owners'association rule or restrictive covenant; (5) any illegal or unlawful activity;or f (f) other-activity which-will obstruct, Interfere with,or Infringe on the rights of other persons near the Property, s, ) C, Guests:Tenant may not permit any guest to stay on or in the Property longer than the lesser of., I a (1) the amount of time permitted by any owners'association rule or restrictive covenant;or (2) 14 days without Landlord's written permission, S 14, VEHICLES: Tenant may not permit more than 8 vehicles (Including but not limited to automobiles, trucks,recreational vehicles,trailers, motorcycles, and boats)on the Property unless authorized by Landlord in writing. Tehant may not park any vehicles-in the.yard. Tenant may not store any:vehicles on or adjacent to the Property or on the street in front of the Property. Landlord may tow, at Tenant's expense, any improperly parked or Inoperative vehicle on or adjacent to the Property in accordance with applicable stata-and local.laws. 15. ACCESS BY LANDLORb: Landlord may prominently display a "For-Sale"or"For Lease'or similarly worded sign an the Property during the term of this Lease or any renewal period, if Tenant fails to permit reasonable access under this paragraph, Tenantwill be In default, Landlord or anyone authorized by Landlord may enter the Property by reasonable means at reasonable times without notice to: A. inspect the Property for condition; i B. make repairs: i 3 (TAR-2001)10-01-97 Initialed for identification by Tenants ! and Landlord Page 3 of B Cam,ularptm Ltd vs4�T N.toCpN�ut*'vi,tisntM�n,fmmAttoRrrty ptoduclr,hC.,tO6V S54 Pipr4W,am iof, {.Tx7eDS7.(8 1176 CW,o¢ims"dssVtu!•n,WEtiuswn7,�:G (his lna(steUon arAuleCodrorh"is faentrd for use loWoekn 1hyaao.rdf is nolYrn,hr161a Uso trldhan lr�K Han olfrdcnleoNrip rw undo Tik it U,S.C.iIOf. pr{rded Or.OG-Mrs2 3, £3 3 ' Roaldontlal Lease concerning 33.01 Palm Valley olyd. C. show the Property to prospecti insurance agents; ve tenants, prospective purchasers, inspectors, fire marshals, lenders, appraisers, or D, exercise a contractual or statutory lien; E. leave written notices;or F. seize nonexempt property after default. 16, KEYBOX AUTHORIZATION: , A, NOTICE:A keybox Is a looked container in which a key to the Property is placed, The keybox may be placed on the Property t and opened with a special key, combination, or electronic card. Keyboxes make-it more convenient for the Property to be , shown or repaired,(Ail persons who have the special keys,combinations,or cards may have access fo the Property,The use $ of a.keybox involves risk(such as unauthorized entry, property damage, or persona( Injury), If a keybox is authorizeae Tenant should: (I) safeguard and/or remove all ewe/ ry and valuab*keybox with real estate professionals, Insurance agents, or attorneys;ysle andl)(1)obtain Personal iscuss spaoperty insuratngas of the Check one: d (1) Tenant authorizes Landlord, Landlord's property manager, and Landlord's broker to place a keybox with a key on the Property duringthe last ; days of this Lease or any renewal. n (2) Tenant does not authorize a keybox to be placed on the Property. B. If a keybox is authorized, Tenant may Withdraw Tenant's authorization to place a keybox on the Pro written notice to Landlord and paying Landlord a fee of art b roviding for the withdrawal.Landlord will remove rite keybox within ble time after receipt of the notice of withdrawal Nf as consideration required fee. a reasonaand the G I C. Landlord Landlord'same es, in•ro err " ane er B00 Landt rd's broker are not res nslb a to T Want Tenant's nests family. mil. occ ants Lora n durlesor arising fro, use of the ke box unless caused the ne ii encs of fa o La dlord's ro e. ane er or Landlo 's broker.Tenant ssu es altrisk o an loss lama e or in'u 17. MOVE-1N CONDITION: T nant has ns ectad and ac a is the pro e S iS exce t for o dltlons mater al affective the E safer or health o ordt ar erso s o unless ex cess noted tithe Ise this Lease Lan lord has made no ex IY a e Implied iG warranties as to the cond(tlon o the Aro e a d o reeme is ave been made re and fur re re airs u fess s eciFled in his Lease, anent Will Camp ate a 1 ve Eo and Candi on Po m otin an defects or deme es to The Pro art . and alive it to Landlord 'hin 46 hours a er the Co erica crit Date Tenant's failure to tlmeiy deliver the Inventory and Condition Form Will be deemed as Tenant's acceptance of the Property in a clean and good condition. The inventory and Condition Form Is not a request for maintenance or repairs. Tenant must direct all requests for repairs in compliance with paragraph 20. 18, MOVE-OUT CONDITION AND FORFEITURE-OF TENANT'S:PERSONAL PROPERTY;Tenant will surrender the Property in the same condition as when received, normal wear and fear excepted, "Normal wear and tear" means deterioration that occurs ; andawithout negligence, carelessness, accident pngs., or abuse.Tenant will leave the Property in a clean condition free of all trash, debris, and any s posse) property or belongings. If Tenant leaves any personal property surrenders possession of the Property, ail such persona(property or balangings will be forfeited to and become the roe of i p p rty or belongings in the Property after Tenant Landlord, 'Surrender"means vacating the Pro e z p rty and returning all keys and access devices to Landlord, Property 19, PROPERTY MAINTENANCE: j A. Tenant's General Res onsib•lifies: Tenant, at Tenant's expense must: t (1) keep the Property clean and sanitary; (2) promptly dispose of all garbage in appropriate receptacles; (3) supply and change heating and air conditioning Filters at-least once a month: (4) supply and replace light bulbs and smoke detector batteries; (8) promptly eliminate any dangerous condition on the Property caused by Tenant or Tenant's guests; r (6) take precautions to prevent broken water pipes due to freezing; (7) replace any lost or misplaced keys; ' (8) pay any periodic, preventive,or additional extermination costs desired by (9) promptly notify Landlord of all needed repairs, Tenant.and E > . Ya i Maintenance; p Landlord �{a 'i•awns,enant Is responsible for all yard mainterlance and will use reasonable diligence in otherfoliage the yard. "Yard"Means all lawns, shrubbery, bushes, fiowets, gardens, trees, rock or other landscaping, and other foliage on or encroaching on the Property or on any easement appurtenant to the Property,common areas maintained by d owners' association. "Yard maintenance" means such things as, but is not limited to mowing, fertilizing, trimming, and control of* ests Landlord, at Landlord's discratio p �� and does not include (TAR-2Q01) 10-01-97 Initialed for Identification by Tenants, a„ivlll be responsible for treatment 1i hn,puzr samrficd uslr pu(oCoHnel�V�,11�alMare;from AuoRe.ry Produc4, p�,w.wpeuw,sv�e�Ur•M„ and.Landlo 1 } htlncla7u4one(AueContocl"lr icrnod(muse lo;looren MCYtref,Ind irr,ollnni(egy�e,UteL ' Page 4 Of 8 rwor,ne yuon tioderactaoo +•lira opytlpht4wuder Tin.tr V.S.C.§fol, yr msA.L4avur�wh:luvirmro Crnoe0cp+.iDi: z 2 Residential Lease concerning 3309 Palm Valley Blvd. for wood-destroying insects, if any, If Landlord maintains the yard, Tenant will permit Landlord and Landlord's contractors reasonable access to all parts of the'yard and will remove any pot from the yard at appropriate times, Tenant will water the Ya rd at reasonable and appropriate times, C. Pool or Spa Maintenance; d Landlord 19( Tenant Is responsible for all pool or spa maintenance and will use reasonable diligence In maintaining the pool or spa. "Pool or spa maintenance" means cleaning, sweeping, and applying appropriate chemicals.Tenant will malntaln proper water helahts In the pool or spa. If Landlord maintains the pool or spa, Tenant will permit Landlord and Landlord's contractors reasonable'access to the pool or spa and will remove any pet In the yard In which the pool.or spa Is located at appropriate times. D. Prohibitions: If Tenant Installs any fixtures on the Property,authorized or unauthorized, such as additional smoke detectors. looks, alarm systems,cables, or other-fixtures, such fixtures will become the property of the Landlord. Except as otherwise permitted by law,this Lease, or In writing by Landlord,Tenant may NOT: (1) remove any part ofthe Property or any of Landlord's personal property from the Property; (2) remove,change,or rekey any lock; (3) make holes In the woodwork, floors, or walls, except that a reasonable•number of small nails may be used to hang pictures in sheetrock and grooves in paneling; (4) permit any water furniture on the Property; (5) Install new or additional telephone ortelevlslon cables,outlets, antennas, satellite receivers,or alarm systems; (8) replace or remove carpet, paint;or wallpaper; (7) install or change any fixture; (8) keep or permit any hazardous material on the Property such as flammable or explosive materials which might cause fire or extended.Insurance coverageto be suspended orpanceled orany premiums to be Increased; (8) dispose of any environmentally detrimental substance(e.g.,motor oil or radiator fluid)on the Property; (10)cause or allow any mechanic's or materlaiman's Ilea to be filed against any portion of the Property or Tenant's interest in this Lease. 20, REPAIIRS: A. Repairs to be Paid by Tenant: Tenant wil[pay Landlord or any repairman Landlord directs Tenant to pay the cast to repair: (1) a condition caused by Tenant,an occupant,a member of Tenant's family,or a guest or Invitee of Tenant; (2) damage from wastewater-stoppages caused by foreign or improper objects In lines that exclusively service the property; (3) damage to doors,windows,or screens;and (4) damage from Windows or doors left open. B. Repairs to be Paid by Landlord: Landlord will pay the cost to repair: (1) a condition caused by the Landiord or the negligence•ofthe Landlord; (2) wastewater stoppages or backups caused by deterioration,. breakage, roots, ground condition, faulty construction,or malfunctioning equipment;and (3) a condition that:Is.not Tenant's obligation to pay under paragraph 20A and that adversely affects the health or safety of an ordlnary tenant. C. Items Not to be Re aired Landlord does not warrant and will not repair or replace the following: Paw—SSC,I5 ease a5 Is,W fere Is" D. Al! other repairs: Except for repairs under paragrapphs 20A, 20B, and 20C, Tenant will pay Landlord or any repairman Landlord directs Tenant to pay,the first $9;000,00 of the cost to repair any condition In need of repair, and Landlord will pay the remainder. E. Repair Reduests and Completion of Repairs: $ubchrapter B of Chapter 92 of the Texas Property Code governs the rights and obligations of the parties regarding repairs.All requests for repairs must be in writing and delivered to Landlord.Tenant may not repair or cause to be repaired any condition,regardless of the cause,without Landlord's permission.All decisions regarding repairs, ineluding•tha completion of any repair,whether to repair or replace the itefn,.and the selection of repairmen,will be at Landlord's sole discretion.Landlord Is not obligated to complete a repair on a day other than ei business day unless required to do so by the Property Code. Landlord may require advance payment of repairs for.which Tenant is liable. If Tenant falls to promptly reimburse Landlord any repair costs that Tenant is obligated to pay,Tenant will be In default. If Tenant Is delinquent in rent at the time the repair notices are given,Landlord is not obligated to Elk the re airs. (TAR-2001)10-01-97 Initialed for.itlentificatlon by Tenants:,- , r , and Land) ci Page 5 of 8 ids inurH%U"afA�oCCon(ud^lcleensd for usu lo:JoVM akn mqdo.sots r411nnrcaL*UetGlnotke�nG IUfoh v�otfl dunk., �w+f aQat'r�1.7i V,9.C.4101. �o� mF� � ea o47ro�2 pR Residential Lease eonoerning 3301 PaIM Valley t31vd. F. Trip Charges: If Landlord or a repair person is unable to access the Property after making arrangements with Tenant to complete the repair,Tenant shall pay any trip charges incurred. 21, SECURITY DEVICES AND EXTERIOR DOOR LOCKS: A. Subchapter D of Chapter 92 of the Texas Property Code requires the Property to be equipped With certain types of locks and security devloes and will govern the tights and obligations of the parties regarding security devices."Security device"has tate meaning assigned to that term In§92.151 of the Texas Property Code, All notices or requests by Tenant for rekey)ng, changing, Installing, repalring, or replacing security devices must be in writing. Installation of additional security devices or additional rekeying or replacement of security devices desired by Tenant will be paid by Tenant In advance and may only be installed by Landlord or Landlord's contractors after receiving a written request from Tenant, B. If re ulred b Subchapter D of Chapter 92 of the as Pro ert Pe Code Landior has rake ed the security de ices a the after Tenant since the date a last enc t vacated t e.Pro e o reKey t security.devl es no later a seve days moves Into the Property. 22. SMOKE DETECTORS: Subchapter F of Chapter 92 of the Texas Property Code requires the Property to be equipped with smoke detectors in certain locations and will govern the rights and obligations of the parties regarding smoke detectors. Requests for additional installatfon, Inspection, or repair of smoke detectors must be in writing, Disconnecting or intentionally damaging a smoke detector or removing a battery without immediately replacing it with a working battery may subject Tenant to civil penalties and liability for damages and attorney fees under§92,2611 of the Texas Property Code, 23. LIABILITY: Unless caused by Landlord's negligence, Landlord is NOT responsibfe to Tenant, Tenant's guests, family, or occupants for any damages, Injuries, or losses to person or property caused by tire, flood, water leaks, Ice, snow, hail, winds, explosion, smoke, Interruption of utilities,theft; burglary, robbery, assault, vandalism, other persons, condition of the Property, environmental contaminants(e.g., carbon monoxide, asbestos, radon, lead-based palet, etc.),or other occurrences or casualty losses. Tenant will promptly reimburse Landlord for any loss, property damage, or cost of repairs or service to the Property caused by the negligence or by the improper use by Tenant, Tenant's guests, family, or occupants, NOTICE: Tenant should secure Tenant's own ins uranoe-aaverage for protection against such liabilities and tosses. 24. DEFAULT AND ACCELERATION OF RENTS: If Landlord breaches this Lease,Tenant may seek any relief provided by law. if Tenant falls to timely pay all rents due under this Lease or otherwise fails to comply With this Lease,for any reason,Tenant will be in default and Landlord may terminate Tenant's right to occupy the Property by providing Tenant with at least three(3) days written notice. Notice may be by any means permitted by§24.005 of the Texas Property Code(such as mall, personal delivery, affixing notice to inside of main door).. If Tenant breaches this Lease, all rents which are payable during the remainder of this Lease or any renewal period will be accelerated without notice or demand, Landlord will attempt to mitigate any damage or loss caused by Tenant's breach by attempting to-relert the Property to acceptable t Unpaid rent and uapald darnacenants and reducing Tenant's liability accordingly. for es are reportable to credit reporting agencies If Tenant breeches this Lease, Tenant will be liable A. any lost rent; S. Landlord's cost of reletting the property including brokerage fees, advertising fees, and other fees necessary to relet the Property; C. repairs to the Property for use beyond normal wear and tear; D. all Landlord's costs associated with eviction of Tenant, such as attorney's fees,court costs,and prejudgment Interest; E. all Landlord's costs associated with collection of rent such as collection flees,lata charges, and returned check charges;and F. any other recovery to which Landlord may be entitled by law, 25. ABANDONMENT; If Tenant abandons the•Property, Tenant will be in default, "Abandon"means Tenant falls to comply with any provision of this Lease and is absent from the Property-for five.(5)consecutive days, 26, HOLDOVER: if Tenant fails to vacate the Property on or before the Termination Date of this Lease or at the end of any renewal period, Tenant will pay rent for the holdover perlod.and Indemnify Landlord and/or prospective tenants for damages, including last rent, lodging expenses, and attorneys'fees. In the event of holdover, Landlord at Landlord's option may extend this Lease up to one month by notifying Tenant, in Writing. Rent for any holdover period wilt be two(2)times the monthly rent calculated on a dally basis and will be Immediately due and payable daily without notice or demand. 27. RESIDENTIAL LANDLORD'S LIEN: .Landlord will have a lien for unpaid ro eft that s i the Aro eft and ma se su none em t o e If rano tnfali gtonsa all of Subc aTen ster C oXemha rsonal fhs Pro artCode ov r s he ri hts. nd obit ations of the arties regarding Landlord's ten, Landlordubo mpl collect a charge for (TAR-2001)10-01-97 Initialed for Identin cation by Tenants; xay.Adfvcnm1cd using AuoCadjsLJw".11 sOrtwIld.I,onskAeAuty Modacb.Inc..1060W 1 ' � and Landlor�� , Pege6 Of ti i>Indatdlonof A�toCor,,rn�3w resnnsW lv+walo:Joaltn Meyua.sndis nol Wnrt�nWi.UPcb inv.SJtd 01, uR1,TXTWdJ,IEW) 1718 yo8as lctt!aat aA'U fsdvdaop�l�9 imd,r THIO tT U.B.C.s101. C:Nro,.mrYsc+ACYM1NAFsc6Nuntbsd 4004 0-01.2002 Residential Lease concerning 3301 Palm Valley blvd. packing, removin or storino prope seized In addition tb-any other ounts Landlord is entitled to receive. Landlord may set or dispose of any seized properly in aocordanee with the provisions of 654 045 of the Texas Property Code, 28. ASSIGNMENT AND SUBLETTING: Tenant may not assign or sublet the Property without Landlord's written consent. An assignment or subletting of the Property without Landlord's written consent is voidable by Landlord. Under no circumstances t will Tenant be released from Tenani's•obligations in this Lease by virtue of an assignment or sublease. 29. SUBORDINATION: This Lease and Tenant's leasehold interest are and will be subject,subordinate,and inferior to: A. any lien or encumbrance now or hereafter placed on the Property by Landlord; j 8, all advances made under any such lien or encumbrance; C. the Interest payable on any such lien or encumbrance; D. any and all renewals and extensions of any such Ilan or encumbrance; E. any restrictive covenant;and F. the rights of any owners'association affecting the Property, ti NOTICE; Landlord's broker or any other broker to this*transaction has NOT received any notice nor has any knowledge E that Landlord is delinquent In payment of any Tien against the Property or that the Property is posted for foreclosure, r 30, CASUALTY LOSS OR CONDEMNATION: Section 92,054 of the Texas Property Code governs the rights and obligations of the parties regarding any casualty loss to the Property. Any proceeds, payment for damages, settlements, awards, or other sums 4 paid because of a casualty loss to the Property will be the sole property of Landlord. For the purpose of this Lease, any condemnation of all or a part of the Property is a casualty loss. 31. MILITARY: If Tenant Is or becomes a member of the Armed Forces on active duty and receives change of station orders to leave the county In which the Property Is located and Tenant is not In default of this Lease, Tenant may terminate this Lease by giving Landlord thirty (30) days written notice and a certified copy of the military orders, Military orders authorizing base housing do not constitute grounds fortermlnatlon unless specifically waived, q 32. SPECIAL PROVISIONS: House is leased In"as Is"condition without.any exproased cr implied warranty. If children are oared for on the proporty,they must be the ohildron of family members or family friends,Landlord and landlord's representatives recommend no child care on the property and are speoifioally excluded from any liability issues F arising from any child caro activity on the,property. Tenant aolinowledges that rural lands and homes thereupon may by their very nature pose dangers for children and adults. Therefore,landlord shall not be liable for any situation or problern whioh Is not paused as a direct result of landlord's gross negligence, a 33. ATTORNEY'S FEES: Any person who is a prevailing party In any legal proceeding brought under or related to the transaction described In this Lease is entitled to recover prejudgment Intereat, attorney's fees, and all other costs of litigation from the nonprevalling party, 34, REPRESENTATIONS: Tenant's statements in this Lease and any Application for Rental are material representations relied upon by Landlord. Each party signing this Lease states that he or she Is of legal age to enter into a binding contract. If Tenant makes any misrepresentation In.this Lease or In any Application for Rental,Tenant Is in default. - 35; ADDENDA: Incorporated into this Lease are the following addenda or other information: 1 f SFA. Addendum Regarding Lead-Based paint; � 138. Landlord's Rules and Regulations or Instructions; t ❑C. Owners' Association Rules; XX D. Pet.Agreement; ❑ E. Application for Rental; ❑F. Lease Guaranty; 4 0 G. Agreement Between Brokers; E3 H. Inventory and Condition Form; d I. (Other)pamph(ett"Protect Your Family From Lead In Your Home" (TAR-2001) 10-01-97 Initialed for Identification by 2 t Tenants, . _and Landlold Page 7 of 8 xnau1ar0ermtedusyl9AUloCotitad"viAltolFxnic,honkfoRatty Paaduals,Ina,1060 W.PIpIrr.s? .10L r1,7X 760 141n."U14v1111t t7D :.involalfonofNnvcon7aNs is icanlad(oruulo:Joehn Mayans,andfsnot lnntlonb4.Uitby dbercl(a 17U,S.c.X101. e;Wroprun r�lalt.L1'fiAWrn7aUMltled pdrlad 0<.01.�002 3 3 t F 3 1 Residential Lease concerning 3301 palm Valley Blvd. 36. AGREEMENT OF PARTIES: A. Entire Agreement: This Lease contains the entire agreement between Landlord and Tenant and may not be changed except by written agreement, B. Binding Effect: This Lease is binding upon and Inures to the benefit of the parties to this Lease and their respective heirs, executors,administrators,successors,and permitted assigns. C. Joint and Several: All Tenants are jointly and severally liable for all provisions of this Lease. Any act or notice to,or refund to,or signature of,any one or more of the Tenants regarding any term of this Lease, its renewal, or its termination Is binding on all Tenants executing this Lease. D. Controlling Law; The laws Of the State of Texas govern the Interpretation, validity, performance, and enforcement of this Lease. E. Severable Clauses: Should any clause in this Lease be found Invalid or unenforceable-by a court of law, the remainder of this Lease will not be affected and all other provisions of this Lease will remain valid and enforceable, F. Waiver: Landlord's past delay,waiver, or non-enforcement of acceleration, contractual or statutory lien, rental due date, or any other right will not be deemed to be a waiver of any other breach by Tenant or any other term,condition,or covenant In this Lease. 37. NOTICES: All notices under this Lease must be delivered to Tenant at the Property address and to Landlord or Landlord's representative at: ;0A, the address specified in paragraph 5(c); CI B, The terms of this Lease are negotiable among the parties, This.is intended to be a legal agreement binding upon final acceptance.REAL)IT CAREFULLY,if you do not understand the effect of this Lease,consult your attorney BEFORE slgning. poz �� tc)1..�-J ��C� 7.��,Pvc-t•'"''_`- � �'r L-�-ti..L-,...ti. ' 'z S Landlord ate Tenants Anno Ivioutine ar ino ' n(T a pate Dale ��Ilt Date as for Landlord Tenant Date 1 s Tenant Date 1 i I i 3 S } (TAR-2001) 10-01-97 Page 8 of B e ' -omW{,vlorgvnuat�tl lnln9AUCCanlie U^vt,1(saRrin.fram(wtoRvaGy Woducll;Ina,t0u0 W.PrpvTnr,SWotOt,Hv7I.TX 1675L(CW)J22.11T6 C;Prcpitn Ffis�4RVo:WnifllerWNdka pis lnsM10elbnv�AgoQONnct"(s leemed(or thel'oaotkn hf¢yeres,�nilsnatr¢nsirrohle.Vt•byolhenfcvdo4Voaoftedeo:apyriytt liw uWaTiltavus.C.§(o:. �(Nia�.p�.20pT t I S i { i TExAs AssoCIATION Or R>:ALTOR- PET AGREEiUIENT 3 USE OF THIS FORM BY PERSONS WHO ARS NOTMGMBHRS OF-THE TEXAS ASSOCIATION OF REALTORW IS NOTAUTHOR)ZED. vroxas Association orREALTOR50;Iha.7891 k ADDENDUM TO RESIDENTIAL LEASE AGREEMENT CONCERNING THE PROPERTY AT 3301 Palm valley Blvd. {street address) Williamson count ( y) (zip code)between ,�-- — cit Texas �C a oloanauna{ng ma eras, Tl�- (Landlord)and RuthAnne c no ary n o une (Tenant). t A. CONDITIONAL AUTHORIZATION: Landlord authorizes Tenant to keep any pet described.In paragraph B of this Pet Agreement on the above-referenced Property until the above-referenced Lease (the Lease) terminates. Landlord, in Landlord's sole discretion,may terminate this authorization at any time if Tenant's right of occupancy Is lawfully terminated or If Tenant,Tenant's guest, or other occupant violates the pet rules desorlbed In paragraph E of this Pat Agreement. B. DESCRIPTION OF PET: No pet, Including mammals, reptiles, birds, fish, rodents, or Insects, may be kept on the Property unless it Is specifically described in this paragraph. Type;Dog Breed:Slue Heeler Color: Weight: Aga; Gender: F Neutered? os Declawed? Name of Pet: y`y Name of O.wner: ary n u nne c une Rabies Shot Current?: t t Type:Dog Bread:Mixed Color: Weigtit: Age: Gender Neutered? Deelawad? Name of Pet; Name of owner: arvin u nne o u.n© Rabies Shot Current7: Other(e.g. fish, birds,reptiles, etc.)and explain manner In which kept: g f. r F.. G. CONSIDERATION: In consideratien for Landlord's authorization to Tenant to keep any pet described in paragraph B on the `• Property, (Check(1), (2), or(3),or any combination): g (1) Tenant will pay to Landlord an additional amount of $0.00 upon execution of this Pet Agreement as an Increase In the security deposit. The Increase In the security d9Posit Is not refundable prior to the surrender of the Proaerfy by ail Tenants even if the pet has been removed.Refund of the security deposit Is subject to all of the terms and conditions set forth in the Lease. )115 (2) the total monthly lent in time Lease is increased to $760.00 f° Y6 (3) Tenant will pay to Landlord a non-refundable fee in the amount of $0.00 upon execution of this Pet Agreement, D. LIABILITY: Tenant is responsible and liable for any damage to the Property caused by any pet. Tenant will pay all reasonable and necessary posts to clean, deodorize, de[lea, and repair the carpets, doors,walls, draperies, wallpaper, windows,screens, s furniture, appliances, sod, fences or walls, landscaping, and any othlsr part of the Property, Tenant Is liable for any personal Injuries or property damage to others caused by any pat. Tenant Indemnities and holds Landlord harmless for all damages.{ costs of litigation, and attorney's fees for any ac, on brought by any person aaafnst Landlord related to any act of any pet Each Tenant who signs this Pet Adreernent is Jointly and severally(table for env damatles or oblktations under this Pet Agreement regardless or who owns the peE(s) j M (TAR-2004)10-01-97 Initialed for Identification by Tenants: �fi� .( and Landlor(d Page I of 2 r ConpWerprnaraletluslnp/u+toCorired''v<.1l solikaro,tromAVloRotry ProduNs,lnc„1969 Yl.Plpdne,6Ula T9{;Ha TX7 7,I9ooJ]22.1 78 !� C!Plogmm FTleey,CftVAFILn%Vr0k, TNvlgslaleUonaf AWaCoroad {sfcrosadror Wald:JooteniAayelea.and lsnol lnbshuWo.Vsebyolher6l%0.Kddlon�nednateoplrytl law 7YJe 77 U,6.C.§791. pdNeaw•a<•too; y E p 9 Pot•Agroamont Cerlcertsing 3301 P13IM Veliey 9111d, (Property Address) E. PET RULES: Tenant is responsible for all actions of the pet(s)and will abide by the following. (1) No pet may disturb the rights,comfods,.or conveniences.of other.persons neer the Property, (2) When outside,any pet must be confined by fences or leashes underTenanVs supervision at all times. (3) No pet may be tied to any fixed-object on the Property. f (4) Tenant must promptly remove any pet waste from the Property including the yard, (5) Tenant must immediately remove any pet offspring from the Property, l (0) Any pet, other than a dog or cat,must be caged at all times. (7) Tenant must comply with all applicable statutes, ordinances, restrictions, owners' association rules, and other enforceable regulations regarding pets In effect or as amended. (8) Tenant must keep rabies shot current, (9) Tenant must abide by any amendment to these pet rules after Landlord provides written notice of such amendment to Tenant. F. VIOLA'T'ION OF PET RULES: if any p an et rule or Agreement is violated by Tenant, Tenant's guests, or y provision of this Pet other occupants,Tenant will,upon receiving written notice from Landlord, Immedlately and permanently remove all pets from the Property. Landlord may remove or cause to be removed any pet which is In violation.of this Pet Agreement, not confined,or not authorized by this Pet Agreement and deliver such pet to appropriate local authorities by providing Tenant with at least 24-hour rt Iron-confined or unauth written notice of Landlord's intent to remove the pet. Landlord may repoany Iron-coorized pets to the appropriate authorities. Tenant!s responsible for any cost incurred by Landlord in removing or causing any pet to be removed, y Landlord is not liable or responsible for any harm, injury, sickness or death of any pet which is removed pursuant to this s paragraph. o, ACCESS BY LANDLORD:Tenant must remove or kennel any pet at any time that the pet is likely to limit or prohibit Landlord reasonable access to the Properly as authorized by the Lease. During the last 30 days of the Lease or any renewal period, purchasers. Tenant must remove or kennel any pet that is likely to iimtt or prohibit the showing of the Property to prospective tenants or s H. SPECIAL PROVISIONS: i r J x pJ t 3 5 I t. 13ENEi2AL: This Pet Agreement contains the entire agreement of the parties and both parties acknowledge that no other oral or written agreements relate to the pet(s). This Pet Agreement may only be modified In writing. The terms of this Pet Agreement are negotiable among the parties.This Is Intended to be a legal agreement,binding upon final acceptance. READ IT CAREFULLY, if you do not understand the effect of th!s Agreement, consult your attorney f BEFORE signing. Landlord ` .✓/�ovr� -t^ /�li��4 4L��^•�. I + �' 5� Date Tenant Ruth Anne McCune&Marvin McCune Date l Landlord- Date narit for Landlord Tenant as Date 3 3 Tenant ` Date ; z (TAR-2004) 10-01-97 'ompNor oendalydusiro MOConoeol-v1,11 soa—e,from AWoRedy Pfodacl,,Inc.,1060 W.Pi Nnr,SUle tor,Fall. Page 2 of 2 - 'Ns lnitoAeOm or AUOConliecl"'IG6tensrtlfor uselo:JoaE4n{Aeyelef,:ndis nd 0rafvobtr.Unny M,nlltrloleltond,edttefetopyif?➢t�il�wuMal Tltlr it U.S.C.Blot. C%Io9nm MAMN MMAUal!ee 4 p1m.,10/•01.2002 3 I i Y a { TExns.A$st7GtATIQN OF.REALT.oit$' ADDENDUM'REGARDiND LEAD-BASED PAINT 51018,Restdantlal Lead-Based Paint Hazard Reduction Act For use In the lease of any residen6111property built before 1978, ADDENDUM TO RESIDENTIAL LEASE AGREEMENT CONCERNING THE PROPERTY AT43ul palm Vail ey$lvd, Itamson County (street address) (city) Texas (zip code) A. LEAD WARNING STATEMENT: Housing built before 1976 may cbntaln lead-based paint, Lead from paint, paint chips, and y dust can pose health hazards if not managed properly. Lead exposure.is especially harmful to young children and pregnant women. Before renting pre-1978 housing, lessors(landlords) must disclose the presence of known lead-based paint and/or lead-based paint hazards•in•the dwelling, Lessees(fenants)must-also'racelve a•federally approved pamphlet on lead poisoning prevention. B. DISCLOSURE.- (1) ISCLOSURE:(1) Presence of lead-basePaint and/or lead-based paint hazards (Check(a)or(b)) 1 Q (a) Landlord knows of the following lead-based paint and/gr lead-based paint hazards in the Property: (b) Landlord has no knowledge of lead-based paint and/or lead-based paint hazards In the Property(This/s not a represehtation that the Property is free of lead-based paint but k only a statement of Landlords knowledge), a (2) Records and reports ayaileblefa Landlord' (Check(a)or(b)] ( ❑ (a) Landlord has provlded Tenant with all available records and reports pertaining to lead-based paint and/or lead- based palet hazards In the.Praperty which are listed here: 0. 1: (b) Landlord has no reports or records pertaining to lead-based paint and/or lead-based paint hazards in the Property. C. TENANT'S ACKNOWLEDGEMENT:(Tenant is to/nillaU Tenant has received copies of all Information listed in Paragraph 13(2)(a). Tenant has received the pamphlet entitled Protect Your fiamlly from Lead in Your Home, D. AGENTS'ACKNOWLEDGEMENT: Broker/Agent(s)have informed the Landlord of the Landlord's obligations under 42 U.S.C. th 4852d and are aware df,hfs/her responsibility to ensure compliance, Landlord must provide e tenant with the federally approved { pamphlet on lead poisoning prevention, complete this addendum, disclose any known lead-based paint and/or hazard in the Property, and deliver ell records and reports to Tenant pertelnfng to lead-based paint and/orhazards In the Property. (All Brokers/Agents are to r rn/llaQ i E. CERTIFICATION OF ACCURACY: The following parties have reviewed the Information above and certify,to the best of that knd`il.rdknowledge,that the informatioh they have provided is true and accurate. Date *Tnant RuthAnnecCune Mr r �\ !� Date Fd 1 `" f� 3 Date TenantMarvirl McCune Date t g � t for Landlord Llsting Broker/Agent Date Other Broker/Agent Date (TAR-2008) 10-01-97 'iwUer pe+utefe'dUA+yNdeCerh�d+.vl,it soRwiig hot AdoReo P(oducls,W.,Iota W- Page 1 of'1 j Ns 1ns1e1gUan o!AaoeorLul?+1,kmsedfof use 16:dalmMIYA01•And is not InntImbb,Uce�Qrc,Sul-101,Nml,n(760R,(Eop)�42•i tie bi•dhaelerNo6tipn'ol iedreloop,stpltlow+hda7lVe ti U,S,C.;701. CAPf°61em FIe+UCMM%AFfeslUnliktl I Ddnlcd DlAazaaz i 1 I CxC utas aUuin 1Yt3Y1 000 t Reaalved on (dote)at (ltmeJ TOW AssoCIATION.Ok REALyO RS• APPLICATION FOR RENTAL USE oF'n-IIS.P6RM eY PERSONS wy{6 AptE NDTM'AV.QRG OPINE TEXAS $5Q0IAYiON of REA 4Toxas euaetauannr 1T4R6aIsNorgUTrtgr ep. ALTORSO-Inc,tsar. Aroper{y Address Contemplated Lease Term Contar'yp►ated Move-Ih Oete How was Applicant referred to Landlorq7 g Real Estate company(name and aganns I40ms) at(phone) _____�� Newspar(nam try a Llk 6t j y 0,gtgn C7 tofher(explain) AI'pJCANT 1. Name; . GO-APPLICANT Phone: (h - (wk) �; Name: Soc. Sea, • a Date 61 6trt `. Phone:(hm (Wk) Driver L(c. StaEo; Soo.sec, ate of Birth - DYivi�r Lfo. State: 2• List All Rpsldonces For Last 2 Years(start with cNrrent residence); Z. List All Residences For Last 2 Years trdiffamnt from /I ppllcat;t(start with current restdence); Addres City,5t,,Zip Address Apt.. MoVe-1n Date — Ma a-p t Dafe (;I y"8t,Zip Landlo o a e er ��t Move In Date M6ve-Out Date Phone. `Rer1t$ .� Landlord or Manager. Phone., Rent S Address A t.� City,St,Zlp p Address Apt._ Move-In Date Move-Out Dat Cltg,ate zip Landlord or Manager: ' MOOL-1n Date Mave-Qut Data Phone: RantLandlord or mehagar Address ----- Phone: Rent S City, at,.dip Apt.^, Address Move-In Date City,6t,Zip Apt'---- Landlord or Mahager: Move Out data Move-in Date Move-Out pate Phone: Rent$ Landlord or Manager: Phone: Rent$ 3, current Eipployer - Address: - K 3. Current Employer., Supervi s Na Address; Phan - Mo. Incom Supervisor's Name pgsjtion Phone MO* I cor11 Length of Employment position Length of Ern loyment Prevlous Layer: ---- Address: Previous loy r:� SuparvisorS Name Address: Nva r Phone ------------.Inc SupeNisct's Name Position f+t4,11e>� 1 �me Phone Mo,lnoame Dates f EMPioymeht t (begin POW10n n) _,,,(end) gates of Empt yrnent 4. Sank at which checking aocouht Is to Fed; begin (end) Sank.atwhich sovings account is located. Phone Acct No. P Oha Acgt No. (TAP-2003) to-ol-87 '•"D"•""��a�ALm �dvctr�n ro.rromAVaRaelyr 0.Nz Inc.1MW,prpnthr.$(�giOl.Htnl.Txld459.iB007i42r176 Page 7 of 2 vaboUan orlvOaCNbacl"I�IkohSe9 rH Woln'.Joelen�th'ernc,and�rtotltonHaAW..Us+tyolhvrla�Nu6Um�npeAn(006);I t f vrder177F,T7 Ua.C.LtCi. CWroprem Fik.WctynlYvhF➢•rSU�IiV.d ldrx�d OL:li2flG. 11005 ApplicatlOh for Rental Concernin m (Property;�ddrees) 5• Name ek i other pe(egns wh t 'oupy the PropQrty; Nae �'Y"t 1'� Name Relationship Name 317^tea Relatlonshlp Age Relatlonshlp B. WIiI any Waterbeds or water filled furniture bs in the Pro.o Age Will any❑ccupahtsmoke In the dwel(jnq?to Yes d WIT Yec • Appllcantmaintain a renters thsurance poijoy7 b Yes XNo 7 Ljst e!I v hides tp e p rked on tl7e prop a s,trucks,W vehicles,mot6rcycjes,b sTypeTypeakeako Licdhse No,/Stater )TypeakeLicense No./Stefe License No./State E3• Wlll therms ebe ny o vn he property7�'Yes Type: A No Nurn er of Pets_ Wolght: Breed: Neutered? —.Gender Other(e.g,fish birds, rapt l(es, a tom)and explain �nwh h kap Ourtettt7 9. Write Yes(Y)or No N I Has Appiloant or any other occupant ever been ey(cted? aue to foreclosure?W;had any credlt.problerna7 �;filed ai7kruptcy7 ;lost properly preceding questions Is Yes,explain (attach additional shay nis If necessary)vi°tad of a felony?�, If the answer tv any of the 10. if Applicant is a member of the Armed Forces;Has Applicant requested or received military orders trahsferring Applicant within One year? Was XNo Is Applicant presently serving temporary orders lim►ting Applloant's stay to one year or less?[?Yes XNO 11, Will any person be signing a Lease Guar Relationshty? D Yes R Na 'Name ip Phone{hm) Address (wk) (fax) city,6tete,.Z(p 12. In case Of diner eney,notify. 01Relation i t Address Phone(hm) If w (wk) r City, state,Zip 13• Additional Information Representation; Applicant and co-AppllOsnt represent that the above statements are true and eompiete. Providing false Information is grouneis for rejection,terrnination of a lease, and retentl6n of money tondered to Landlord as liquidated damages, report RuthorizaElon; Appliceht and Co_Appil"ht authorize Uhdiord or Londlard's broker,to; (1)obtain a co of an co ppl cat olri;and 3)discuss informafl n in lication; and fha von u jererapprt with Landlord and t History's broker, �,, p Ym pY y consumer or credit history, yr any other Information related to this Fees and Dapasits:Applicant has submitted with this Application the following to Landlord; 0 C1 (a) a non-rafup_dable fee of--to Landlord for processing and reviewing this,Application; (c) a Application on a foe of___ �-for processing and reviewing Information related to the lease guaranty, O an App}(eation Deposit ofIn aocordtlnee with the attached Agreement forAppllcation Deposlt. E - co�lai w, G Applicant's Signature C ApplPcant'e Signature 1, Applicant was notified of Q e FOR lANDLOi2D'5 VSE ONLY by Cl telephone, Q U.S.Mail,- vfaz Q in pi3proponval; on(date): 2. Narnes of persons to whom sbove.notjcewas actually 91veh • b . (TAR-2003) 10.01-97 :rae� 614v4ro Awocmknar+w•t7 sntNnrt.t>e+na[aKe.Ay wad�csr,tne.,lose 1v,t'+pa7ne,mqa tot.Nnu,Yx rsoor,teoD�gt178 odd'nrdlo�mUKa"b6cansadtrusolaJoeknMeyucs,3nolincttnn,logo,vtab dnvatvt Page 2of2 Y Nvhq-.adfa�nafcoyjnloM(aw•urlr•IUIa•l7 Va.c.glut. �+Yeynmf#•tWC1LLN1Y�rpr341 VJstl pWlO tf129.2002 1 s February 25,20I5 From: � Justin Jobason 6993 N.FM 486 xhomdalezTzxAs.76577 . ............. .. .... .. ._........._.. ....... .... 512-862-4419 To; Bison Traet 79,Ltd. 3 c%Steve Mataehowski 3555 Yost Cteek Blvd, k Austin,-Teras 78733 512-358-0901 ..R�:�{1�5 Agricultural Lease-lrsirrn#�-2295 Bison')(��tsei,(1X2�•/�acr.. . . . . .. .. . E Vylll3amson County Texas s This lease is between Justin Johnson Tenant and Bison Tract 72,Ltd Latidlo-rdreferring to the above-mendoned property. Landlord leases such property to Tenant for the r purpose of cultivation-of crops and Tenant leases the property from Landlord for sneh purpose. The.Tenmtt agrees to cu[tivato the prdpefty and will pay La441ord.$10.00-in rent for the year 2015. The Landlord agrees that the Tenant will be allowed to plant,cultivate,and harvest any and all crops during the year of 2015;provided,However that Landlord may terminate this lease at any time upon notice to Tenant upon the sate of the property if required by the purchaser of the property, and in such case this lease shall end .ri modiawly following the harvest:of.tHe.pt'ops whlob„era_alreAdy,planted_ail¢.under cultivation on the property, or the end of year 2015, whichever is sooner. Upon such notice Teno shall cease any fuetherplanting, The Tenant agrees to allow the Landlord or its,deslgaeas=to access artd/or_survey,the•property.at any time and to.00ndupt any tests :::.:.: or._theititiare.develo .........::::........._...........:::-::::-:: ....... .......... • p p ...._... Tenant: 'f•c- Data .r1 J ohnson q _Landlord:._._.. ate. _ . 7-1 Bison'Ir"t 79,Ltd. s By; Steve Malachowski,Manager i i : R 3 First Amendment to Commercial Contract Date: November 17 ,2016 Seller: Bison Tract 79,Ltd, Buyer: KR Acquisitions LLC Contract to be Amended: Commercial Contract — Unimproved Property, between Seller. and Buyer, dated October 30, 2015(the"Contract"),regarding the Property referenced herein. Property: Real property situated in Williamson County, Texas consisting of 132.168 acres located at Highway 79 & Kenney Fort Boulevard, Round Rock, Texas, as more particularly described in the Contract(the"Property"). Amendments: For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,Seller and Purchaser hereby agree as follows: 1. The parties agree to extend the Closing Date set forth in Section 10 and the Special Provisions Addendum of the Contract until December 23,2016. 2. Buyer shall pay to Seller as consideration for this extension of the Closing Date the sum of$50,000.00 (the "Extension Funds"), which will be wired to Austin Title Company within three(3)business days after Buyer's and Seller's execution and delivery of a fully executed copy to Austin Title Company. The Extension Funds are non-applicable to the Contract Sales Price and are non-refundable upon delivery of a fully executed copy of this amendment to Austin Title Company. Once Austin Title Company has received a fully executed copy of this amendment and the Extension Funds,Austin Title Company will release the Extension Funds to the Seller on or before November 23,2016. 3. Buyer may extend the Closing Date further to no later than January 23, 2017, but in the event the Closing Date is extended to January, 2017, Buyer shall make an additional payment of$250,000.00. Such additional$250,000.00 payment shall be an extension fee and shall not be credited against the Purchase Price, and such amount plus the existing Contract Amendment Page 1 of 2 $200,000.00 earnest money (which remains applicable to the Purchase Price) shall be released to Seller simultaneously with the payment of the additional $250,000.00 extension fee. 4. Section 20 of the Addendum is hereby amended to provide that, in addition to its right to assign the Contract to an affiliate of Buyer, Buyer may also assign its interest in the Contract to the City of Round Rock,Texas,without obtaining the prior written consent of Seller upon notice to Seller of such assignment to the City of Round Rock,Texas. 5. The terms of the Contract are hereby modified and amended pursuant to the terms of this Amendment and are hereby conformed to be consistent with the terms and provisions of this Amendment. The Contract, as hereby amended, shall continue in :full force and effect under the terms,provisions, and conditions hereof. All other terms, covenants,and conditions of the Contract not herein expressly modified are hereby confirmed and ratified and remain in full force and effect. Agreed this day of November,2016. SELLER: Bison Tract 79,Ltd. by:MP Commercial Partners,LLC,its general partner BY Steve Malachowski,Managing Member BUYER: KR Acquisitions LLC By: Todd R.Nelson,Member Contract Amendment Page 2 of 2 EXHIBIT B KRIENKE COMMERCIAL CONTRACT [Attached hereto] 1ss d"Iloap TlyngluTa va710011011:5++nv.daloop.cwn7my/vedllmimruoi•13s7rS73u•{•26TI 1 TEXAS A.3SOClAT]ON OF REALTORSO ' COMMERCIAL CONTRACT-UNIMPROVED PROPERTY Useof 11 "Mu1•pfi 'PWWH0MBN0YMCi UMGOFTH0iflX{Bh880➢L1'rIONaFflwL70R8016N4rNlilfaRTL1D, tYhrw MlwlN7onorR9ALZ'0fiB0 IM,MI-0 p ;I 4 9. PARTIES: Sellar agrees to sell and convey to Buyer the Property described in Paragraph 2.Buyer agrees u to buy the Property from Seller for the sales price stated In Paragraph S.The partlae to this contract are: Seller: With Kr(Qnke Mft k Meredith aft d, x Qcr Carter indiyidtaally and Greg Cnrt:e7:. of UnaP1elp e Address: e o int vane H v 78664 3 Phone: E-mail: Fax: Other. f Buyer.Hn a>;rijait ions LLC, gomnanv l Address:z Q Rox s40 1Vri naoao;n nay 1 a fJT 54966 t1 Phone:160912$4•-s2aa ✓=-mall: k�L�xmeAa�c�av oo�n — { Fax: Other pantaQ tT ; c, x 2. PROPERTY: i A. "Property"means that real property situated In William{lon County,Texas at 3801 N. Palm V'eXJ.gV +j— x5S li6B Antes, $ound,843GIx 70695 (address) and that is legally described on the attached Exhibit I or as follows: 143.2559 Acres, Holder Survey, and 12.93 nares Jo(ierph Marshall Survey, Williamson County, Texae. Desoribad in a deed of record in 8jide 2006113954. 2 55 ! i B. Sellerwlll sell and Convey the Property together with: (1) all rights, privileges,artd appurtenances pertaining to the Property,Including Seller's Hght,tI11e,and j Interest In any minerals,utilities,adjacent streate alloys,strip,sorsa,and rights-of-way; r 2 peller's Interest in all leases,rents,and seourity deposits for all or part of the Property;and 3�Salter's interest in all llcens6s and permits related to the Property. (Dascrlbe ony exception;reservatlons,or restrictions In Paragraph 12 or an addendum,) �( (if m/noraifights are to be reserved en appropriate addendum should be attached.) \� 3. SALES PRICE: �. I t A. At or before closing,Buyer will pay the following sales price for the Property: $10,505,058.00 a s (1) Cash portion payable by buyer at closing ........................... .— itodt (2)Sum of all financing described in Paragraph 4 .... .. ... ...............$ —$10,505,058,00 (3) Sales price(sure of 3A(1)and 3A(2)) .... ............ .... ,,..... ...g !I •1 (FAR-1602)-0 9-7q papal of 13 ourAmItCanv mliflodustdalProperNcs Inc.20Chishc)mTtaltRoundRDtk,TX796tI !/ lhone:(6l2)biG.9707 FaH (S1Rf4.9S19 lfTni3akv Krrnka5 r tYodwed v,{U tipvoat0b/lIA1A9`.7 fOD70 FkGan A9ll Road,Fmier.Mktgyen/tg79�,tlpf,0�dy� ��., i ( I t. 1 4; 1 F Z S dodoop algnatwe vulAallon tnr�tdmbop.comAny/vorifltotlonlpl•1357G533){.2812 3801 Z. PJa m VRIIQy, +/-• 155.589 Ayes, Mound Commerolal Contrsol-Unimproved Property canComing Rook TX 70665 i t3,AdIMBIMUt ta,�aial Ed", (Cheok(9)or(2)only.) O (1)The sales price will not be adjusted based on a survey. Oa (2)The sales price will be adjusted based an the latest survey obtained under Paragranh 61A (a) The sales price is caiculated an the basis of 4}$1.5 9 per; \ ® tl� square foot of 0 total area Q net area. 3� � r ❑ (I sore of Q total area ❑ net area. a (b) "Total area° means all land area within the perimeter boundaries of the Property. "Jet area" means total area less any area of the Property w8hin: I Q (1) publio roadways; i ❑ ((� rights-of-way and easements other than those that dirsolly provide utility services to the Property;and ❑ (In) 3 (c) if t#e sales-pries!D-edjttsted-b"ie a tHar� 84 € etate�3 sates pried e t er parfp rna}�#erar+inate t#tfe eeri ir► eitet}ha textiflaHrr }pat j �radaneo is�ces#te � djust } r dash yedle"kh 4. I hnansathe pedlep of iiia sales p9se under Paragraph4A(2•)-as#aliawc;• ❑ A. F#Here third party fears In the taterarneat�t of$ •T#tis•esr�esF.• , ❑ 1 is-�sei9Nr3gept-t�pen-8trye�ebtair3lrrgt#Ird-party-#lnaneir�: 132�4s-eer}ltrer�t-te> yer--sfrtainip tar#y- rraRr -in--asoefdanae-wit#-the-atieaked 1 8ereerala)-�arttraff`inanallt�Addafr 14 z ❑ a. !Fast itag�+ddsrid� , 88WWwiit ase►�rfta tkrexist{t� rerissst3te eaearsd lay-t#te Preps pg tiv iF i r ❑ C. _' e-deNYBt 9t' a�reptissot3� Rete-aR deed-9t-� to 8e1e a ef—the--et€aolaed--Garntt3 afn endues-( AR 193q)-*-•4he-amount-of 5. EARNEST MONEY: i A Not later than 3 days atter the effective date,Buyer must deposit$ba.oQm-op „ -as earnest money wlthoo tmm Titin (title company) at 177 7 Hex .h MAyn, n..n ,�St W eisda re68 1� v Huva } (atoaer If Buyer falls to timely deposit the eameat money,Seiler may terminate this oontraot er-exeraise-any-I. •�iie>'a-eerier-remedies-a:ruder--Rare�py-previdthtter�atise-ta-fitryer-balers-Bt+yer-dap sits- � 4ho-eaffiest money, 7 B. iuyer llWappslt art aonil arnount-ei-s witEi€"a serrt as mads �ra►�-ewe-ea�test-�taney-ever-�€a� 3 D t �e3ay ts-ruder-F�aragrep#ta6-ex�resi-sF f n 1) layyer--will•-tee-En--ds€asiit-i�Stfyer-fans-te-dapeslt#f�-adr�iifar�all-arnetrnt-re�atr�-�y-fiefs-Paragreplt-��. � lwft#ktaday", 118F MOOt Bttyer has fat tl tafy>aaper}sted s dittartai atnatmt. a ('1'Aft-7062)4-7-14 Page 2of'f8 i Protlwed ntN d�favA ey::pinpk feoltltitu�nMir Ratd,Rrl3r,Nlerlya)4�6 kmw�t.,twki.� Kroko 151 Acr JI i a i dat IV 0 1);Is natute vrdRca(Ion:r:;rrr.didtoop.cnirJnlyNedfl::>liunf0i•13!.Ural I•A•2A I? 3801 E. Palm Valley, +/- 155.599 Aerae, Ro"d CommerctalContract-Unimproved Properly concerning Rank. TX 7rt655 C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any Interest to Buyer. 5. TITLE POLICY AND SURVEY; A.DULRollc . i (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance(the title policy) 4 Issued by any underwriter of the title company in the amount of the sales price, dated at or after r closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained In the promulgated form of title policy unless this contract provides otherwise. t (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 W Buyer D Seller. (3) Within 1.5 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 f authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. ; B. Survey:Within 45 days after the effective date: % Q (1) Buyer will obtain a survey of the Property at Buyers expense and deliver a copy of the survey to I i Seller. The survey must be made in accordance with the: (t) ALTAIACSM Land Tide Survey standards, or (it) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer U.aoo.ao (insert e amount) of the cost of the survey at closing,If closing occurs. 0 (2) 5eiler�t-S�tle'c c;;r V c4,„ill farnis#g� f tine F�aps�r dat4�e€ter-the effeedve-date:- The-ewvey-rnust be Ffiado ifl-aeserdanse wi##z-#Eie��FAIAGSM-Lard tie Suwe�+-star arils,eF {ii)-Tekas--Sesiet3r-a�-Rfafessit3na}-Sur)+eye�standards�er--a-Gatege>:y--1A-cuwey-�t3der-#ho- J appreprlate-eenditien 3 0 (3)Se#ler-wlti-fteltve nil rrecat-s$py of�e#!at'$tnest-reset 4 su�+ey-ei-tire- epcl#y�ien@-wi#art-a#fldauit-require" -heAUe Gemgany-fer-apprteva#-e€- a- r #Irk-smey4s-net-aeseptebie-#e4M4tle-�mpany, o n expense,-�vili-•eb#airfi-a-rtew--a�t�pdate:�-s!_+w�+y--ascep�fsie-te--the-title-esr�lpat�y-��d�ativar-#he- saaep#able-s fld-#I�e-#itis-oer�ar�y�n4tlies-fteHse-#ha#•-tbo- exis4ng se.+fltey I"01-asseptable*�� iha It fe-sarlapa storing ere�nFiii�e-a;r#�ndad daily-ante {t-days-If ieressary ler-Setter -Elelivt an assefr#able a Fvey-�n-the flme-te- ir�ei,'Mfl f,elmbme-Seale- {lr�s att?etrnf� of tk�e seat e t re>aevv er�tpda#ed stawey ftt-ciesirig•;i€-sise'lrlg-eee�trs. li B 2 C. Ruyer,s Qblections to the rorrrmRrng!nt and SuNy (1)�it+�lt� c-lays-aft�}ar-resolves-#he-es�i�i#�lalit;sepies�tlie-FJestir�sa#:s-ewdes�ing-##a � #Itie-e�aep#iQra{s,,�,rl,+��-•aqy-fsgr�ire,,d�-,Isu,,r�ey;-E3uye,,��,�,ay-�e�jae�-ata-wfitttag.fie-r�a#ters-distales -t�e� t G A., ttc7#tefo-�158teocv sir4 Ci-E6St lortotZ-q �IQ f�ff)�orcy-8r 68r1$tiFr eel-ef,, ® hai+4he ntfa -or lions at-�ili-satl*a! slor�ing er-t tlyyer-avlN-as + eat-stesing car-( ) e-itemr-slew-tha#-alma of-the Prepe#y4ee-ire (TAR-1802)4.1-14 Page 3 of 13 V dNiih 9pFtvn�lry afpLopia 10070 F1Aa¢n MYn Rood,Praef,MSctd0un 48024�+.y�y ypj pay Yr"-e 155 ACr S i i s i e daVn0115troa1'31ev:1(kdt1un;rn-.w dcdw,p toinla'.yNC040 U11;(X 13576531•n 181 1 f 3 3 3801 E. Palm V'&116y, +/— 15$.589 Azreg' P4=d Commmdel Contract-Unimproved PMP04 conMming --Ronk, 78 s selat-fleBd#0 9 - " ` y_�MA),-{#-latr 14% -11..r (2)Sella�trta3 btu 1 i331Jid{n��o#IGB-t8- 01{8-Y++€t�ilr{ -i�F t#tkne by-V1d�k44 R� $ho- BHti,-I�- '�ida�me8E-r�19ae-s�t�p�-indope;:teQont-8$+�84d8t�n�- 3 (3) ebjee$-�toept�at-l -wil la-6$f-tile-e�e+#tsnert. 7. PROPERTY CONDMON: A.present Gandftlofx: Buyer accepts the Property In Its present condition except that Seller, at Sellsea expense,will complete the following before closing: F ii e B. FsaWllty Ped d:Buyer may terminate hs contract for any reason within _90 days anter the s eft-dive date(feaslblifty period)by providing Seller written notice of termination.(Che(*only one box.) 0 (1) if Buyer twminates under this Paragraph 78, the earnest money wIli be refunded to Buyer lass $a.,gao.ao that Seller will retain as Independent consideration for Buyer's unrestricted right to terminate.Buyer has tendered the Independent consideration to Seiler uponnt of the amount specified in Paragraph 5A to tate title company. The independent consideration to be credited to the sales price only upon closing of the sale. 1E_Mdotiar Mou in-this Psradrarah ZOM or If Huyer fail to d antlsit the I0d6pgn ant rnnfMIQn.MM yAII not haVp the daht to Mrminateundefthis Par2prraj27E C ® (2) Not later than 3 days after the effects data, Buyer must pay Seller$ as s independent consideration for Buyer's right to terminate by tendering such amount to Seiler or Seller's agent, If Buyer tarMnates under this Paragraph 7B,the earnest money will be refunded to Suycr and Seller will retain the independent consideration. The independent consideration will be l omated to the sales price only upon closing of the sale. ,f,M.dollar a=unt.(q jjj_= I PaMaranh 7R(2)or if Huvar fella to j2Uj thft oa money, LigerMIngthm e dg;Lto terminate .under thls Pararimph 7B, f C. InaDections. Bios.or „ a mento 9 Burt the feasibility ye Buyer's t ( ) During ty period, Buyer, at axpens®, may complete or cause to be completed y any and all inspections, studies, or assessments of the Property (Including aft Improvemehts and fixtures)dextrad by Buyer. r s (2) Buyer must: (e) employ only trained and qualified Inspectors,tend assessors; (b) nota y Seller,in advance,of whan the inspectors ar assessors vAt be on the Property; (o) abide by any reasonable entry rules or requkaments of Seller, (d not interfere with existing operations or occupants of the Property;and (e)restore the Property to its original comMon If altered due to inspections, scuttles, or aasMments that Buyer completes or causes to be completed. (rat:-t ao2)4-1-14 Pap a of 13 Pros oaa,anzlpPon�A+stpteabt 1wromOMM OR:Zdrare,.Mtoc a=Mzddm,,,v.,, K=bs 155Aer u de;Iuopelynuture•:erifirotic:n:r:rv:.dnllceP.annuny/rrrili;BoemUt 13!i/G59T1:J31r d 3601 E. Palm Valley, 4/- 155.589 Aores, Round Commercial Contract-Unimproved Property concerning _ Rock, = 76605 (3) Except for those matters that arise from the negligence of Seller or Sellers agents, Buyer is moponsibfs 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. ; 5 D. Property Informallan: f (1) Rel yefy of Prop o : Within_ 15 days after the effective date, Seller will deliver to Buyer; f Check all fat apply.) tl (a) copies of alt current leases pertaining to the Property, including any modifications, supplements, r 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; l (c) copies of all previous environmental assessments, geotechnical reports, studies, or analyses made on or relating to the Property; 0 (d) copies property tax statements for the Property for the previous 2 calendar years; ® (e) plats of the Property: ® (f) copies of current utility capacity letters from the Property's water and sewer service provider; and (g) (2) Return gf Property Informal: If this contract terminates for any reason, Buyer will, not later then 10 days after the termination date:(Check all that apply) t Ml (a) return to Seller all those items described in Paragraph 70(1) that Seiler del(vered to Buyer in t other than an electronic format and all copies that Buyer made of those items; - 111 (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied;and Cl (c) deliver copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 70(2)survives termination of this contract, f E. �entrasts A#ee a 9earatjens.,Until losing, the-saws-manne"s- ep-the e#eat#ve-data ar ie�FeaeaRahiy pt de t-bu:iflass s#ar►d u rrd-(°'y efy-pat#Q€theme iAret-tartefeer-sNspase- t any interest er-right fn ti�a R3; waFty af�ii s fterns-t�essr-itied� n-Raragrap er seld deer imi�fter-tha€easibllit�r p$e Rai y- reteater iota;anmerad er ter (nate y olf�er esrrtract iaat-affBets-th"peratiett- f3uyer'-s-wrft#sri-a{�pr�vai. B. LEASES; A. Each written tease Seller Is to assign to Buyer under this contract must be in full force and effect amording to its terms.Seller may not enter into any new lease,fail to comply with any existing lease,or make any amendment or modification to any existing lease without Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller provides the leases to the Buyer or z subsequently occur before closing: (1any failure by Seller to comply with Sellers obligations under the leases; (2) any circumstances under any lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any advance sums paid by a tenant under any lease; 3 1 (rAR•1802)4-1-14 Page 5 of 13 ProdvxawitbzpFam86yzlpi.nph MO n4BMO q&%a K=Ri ESS A" I 3 1 1 I 4 do;locpsignatureverfkadnn:,viatiodoof,ivatIIngNci ,0tit m4A.13i7(•5;1.M4-:t,'77 3801 E. palm Walley, */— 155.589 ACz'es, Roland Cominercial Contract-Unimproved Property concerning R001r, TX 7B5.r, (4) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any tease;and (5) any amounts payable under the leases that have been assigned or encumbered, except as security for loan(g)assumed or taken subject to under this contract. 1 I B. t Heel art+tieatas �1�itHin days at4e�t#�e e#fact}va daSe;Seilewrdili deliver#e�t +ar-eateppel eeti€}sates signed stet earf{eHhani y-easl�#$taa n#-tbwease5-space +li e-Rr pe be-esteppel sertiffeates trust inalaale tine-cerci#laatiet eHtai -4t�e ct�rrelat-�rersie�a or-�H -1-808- Ger tersiai�cataant steppei£ertif�eet -at�c#at addltlertei it et atfe Hestad- tey e-#bird-patty-lerer-Nr�v#dlflg-finanalt�g-tinder Ram@raph 4-If t#�e#lit -fsarty-Lender-tttests srtak�- additianaNn3arfrlatien-Ott-leaet-�&dayr-�tfer�a-H�e-earliest--date-mat--�Hei;-ra&�-•�ltt+er-tl�e-s(gnerf- sett�ei-sert4##eateo. t 9. BROKERS; y A. The brokers to this sale are: Prinat al Broker: p Im '~smsnaxa r 7 Conpamttng Broker:s�Onm i qg 1ti 33) �I lA).OP JaWYipn i Agent pr,inagnSZ,9:4.Z o'er Agent;aim Bo'!ee Address,2,2007. Ore-enhill DX, #200 Address.2D Ci1S.ek>g3g� &Mrfd Ra2k TRK 7 f:C r $rrunc3 Roa}c �X 7869 U Phone&Fax.Iri1217Si-oofm Phone&Fax: ls1212.4-g7o2 i E-mrall: ranGetaPk�rnornnax� E-rnall: j $vmmii—oa �rr1 a1 sora F LlcanaeNo.: UMMMD.: _ S Principal Broker:(Check only one box) Cooperating Broker represents Buyer. ® represents Seller only. Q represents Buyer only. U is an intermediary between Seller and Buyer. B. FSM. (Check only(•i)or(2)below.) (Complete the Agreement Between Brokers on page 13 only if(1)is selected.) El (1) Seller will pay Principai Broker the fee specified by separate written commission agreement between Principal Broker and Seiler Principal Broker will pay Cooperating Broker the fee specified In the Agreement Between Brokers found below the parties'signatures to this contract. r (2) At the closing of this sale,Seller will pay: Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: ; %of the sales price. ® Z11000 %of the sales price. C7 p 1 - r The cash fees will be paid In Hit f aznaoo County,Texas.Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. j NOTICE, Chapter 62, Texas property Code, authorizes a broker to secure an earned commisslon j with a tlen against the Property, 's C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. I (TAR-1802)4-1-14 Page 6 of 13 j ProdutvdvAtl,zlprtxm8b/vpLoys tUu76 Fit1tton Pt7enwu,PNrc�,Mkfipan d8� y5rezlnly emm Knnko 155 MY i f t 1 E s Sollonp SIQniWte vcrifia7lfWt:YnK+v dugrap.:nnwnyrrriiutmimUOC•tdS;G!i4'tt•a'raa i 3801 E- Palm 'Valley', +/— 155.589 Acres, Round Commercial Contract-Unimproved Property eoncamtng _ Rpk r_ eft).CLOSING: A, The date of the closing of the sale (closing date)will be on or before the later of: (1)© days after the expiration of the feasibility period, I (specific date). i (2) 7 hcf-eWestions fn de-under-Pgmp"&41ave-been-cure"r-waived. 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, Seller will execute and deliver, at Seller's expense, a ❑ general 12 special warranty deed. The deed must include a vendor's lien if any part of the sales price Is financed. The deed must x convey good and indefeasible title to the Property and show no exceptions other than those permitted t 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 Properly 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 s trespassers 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: s (1) tax statements showing no delinquent taxes on the Property; (2) an assignment of all leases to or on the Property; (3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the t Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit acceptable to the title company stating that Seller Is not a foreign person or, if Seller is a z foreign person,a written authorization for the title company to:m 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 appropriate tax forms;and (6) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuahce of the title . policy,all of which must be completed by Seller as necessary, E, At closing,Buyer will: I (1) pay the sales price in goad funds acceptable to the title company; t (2) deliver evidence that the person execuling 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 writtan statement that: t acknowledges Buyer has received and is responsible for the tenant's security deposit; and I 0 specifies the exact dollar amount of the security deposit; i (4) sign an assumption of all leases then in effect;and (5) execrate and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. P, Unless the parties agree otherwise, the closing doouments will be as found in the basic forms in the (. current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses, t 11.pOSSESStON:Seller will deriver possession of the Property to Buyer upon closing and funding of this sate 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 landlord-tenant at sufferance relationship between the parties. t 1 (TAR-1802)4-1-14 Pago 7 of 13 Prodww atVr at�FvmtD b,+igl.oga 78070 Flftaan lAio RaaQ Fttuer,Mthf0en 4d0�3 ,yp rCrenlcC 155 Acr { }t S t i e e dotleuy signntm c u.•rflleatlU,r;ra•,v;Ao:,urq,.arn+npr+rd4,aun:upl.n Hi'i G53a l•42fi I: 3801 E. Palm Vallex, 158.589 Acres, Round Commercial Goniract-Unimproved Properly concerning �oo�- T{ 786¢r 12,SPECIAL PROVISIONS, The following speclal provisions apply and will control In the event of a conflict with other provisions of this contract. (!f speclal provisions are contained In an Addendum, identify the Addendum here and reference the Addendum In Paragraph 22D) See attached Special. Provisions Addendum. r 1 13,SALES EXPENSES: A. Seller's Expenses:nses:Seller will pay for the following at or before closing: (1) releases of existing lien's, 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 We objections that Seller must cure;and (7) other expenses 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 trust; 4 (3) recording fees for the deed and any deed of trust; .s (4) premiums for flood insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions of'this contract. 3 14.PRORATIONS: A. RWmA3ns.. t 2 (1)interest-err any aaedt�ed loan-taxer-,z;n ;d aryr e�tper}se rai tburserneflt tenffte-walll-be- prorated through the elesing-elate. (2) #e-arr+sud va4eren�taxes far-t#e year it}-vW�fekt t#�a sale sieses is t}st avveltaf}1e-a tHe-slesit - dat s wi8-ba prorated err the basis of taxes assessed fry-the pis year #t ip� s the f gear-it;-whist}-the-sale-ate a- at # yrerater�-at-elesinff;-t#aa-paries vuill-adJtreNfae- PFGFaW E en the r tax -s-elealrtg.s-fsr-1#e-�+ear4n-vihish th sale-sisse�s bt e-afva11a1�1e-ibis- (3) if Bayer-aseutrlas a-team e�is-talisr�g tf3e-f��sttt�k�ot-tc�-afl-exietlt�g 1+e Se11er wiN tfarrsfer-all reserve-ffepesits held-by t#ie-lendefsr the-payfrret�t-of#alces�}rlferreerernN�ta;acid e#l�er; Wit-mer-•at-6lesirtg-apd-E3�•er-wilt-rei�,E��e�t�sFi-�auntc�c�-Seller-b}�-an--epPr-appata- 1 es►fa9'• I B. i��` 'r � arty-befers-e1©ek�g-er-iia -„metier-cl�arlges-tltt�t�s-e€-1� afuat+e>a-ea-tregerly�slalr -try Salle resalts In e-assesernent ef-alillenaf t�cee3ait#es;e - interes#-(assessments)€4r periods tafere st�sse&srne»ts-will lf#�e el�Ngatien$fie Seller l hs fpey aper Blas€ng reealts ir}a tdlHst}a{assessx�eets•€ar-pededs t3efere oleslGIDGing. i O. ant and.s, AGuriLy lie a�.siU,-;At closing, Self®r Will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental (TAR-1802)4-1-14 pa8e 8 of 13 } ProcLwdt+ithrlPFOnrV96yziiS.opief00JUKNecnhS7oROM,F"fd7hf,Mitl!fpand 6 thuvzM.a!tr.mm Krent;e155Acr I i s t t J 3 l s i F i dutlonpslgnatarQVvIlAcatill nn•::,:.ctaiUnup.cmn:rnyNcrINAilonIL•L-I;t576S31)n 2E1j l 3 { 3501 E. Jira1m W116y, 'F'f— 155.589 Acres, tAouAd 3 ComntarOal CoMmcl-unimproved Property ramming gk� mer 72965 payments, and other advance payments paid by tenants.Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated w ift 5 days after the rent ; Is recelved.This paragraph 14C survives closing. 16,DEFAULT. i A. Fill— Fid FaVO effiGY-P'IFOV.Oj OF aye tf -spy-tfama�+ea-t�ealdeg-#esn-Br�ya�e-inepact#�a arta�t�, revtded by t i B. tf,ihlt t # c�11eF#s ur;e�ri ► It�eilver e$#sppe!a t les y-er-tib. Oe==nw5n(2) ��a � Z C. if Sellar falls to oomply with this contrW, Seller is in default and Buyer may: (1) terminate this contract and receive the eamept money, less any IndeWdant conalderation under Paragraph 78(1),as liquidated damages and as Buyer's sole remedy;or (2) snforce,specific performance,or seek such other relief as may be provided by law,or both. 16.CONDEMNATION: If before closing, condemnation proceedings are commenced against any part of the Marty, Buyer may: A. terminate this contract by providing written notice to Seller within IS days after Buyer is advised of the condemnation proceedings and the earnest money, less any Independent consideration paid under Paragraph 713(1),will be refunded to Buyer;or r 5, appear and defend in the condemnation proceedings and any evvar'd Wil,at Buyer's election,belong to: f (1)Seller and the sales prloa will be reduced by the name amouni;or E (2) Buyer and the Gales price will not be reduced. P 17.ATTORNEif'S FEES: If Buyer, Seller, any broker, or the 03 company is a prevailing party In any legal proceeding brought under or with relation to this c:orttrazct or this transaction,such party Is entitled to recover from the non-prevaHing parties all costs of such proceeeding and reasonable attomey's fes.This Paragraph E 17 survives termMon of this contract. 18.ESCROW: A. At closing, the eameet money will be applied first to any cash doom payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the We company may require payment of unpald expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. 8. If one party makes written demand for the eamest money, the'tltle company wrlll give notice of the aa,nl by providing to the other party a copy of the demand. If the title company does not receive { objectlsn tothe demand from the other party within 16 days after tho date the tide company sent mand to the other party,the title company may disbume the eameat money to itre party making demand, reducsd by the amount of unpaid expenses incurred on behalf of the party raosiving the earnest money and the title company may pay the carne to the cred(tors. (TAR-,B02)a.-,-14 pog6 S of 13 ' aur,00a ,dy�ormst�c tl1=0F* 9Ufb)*:hKe r,VW- ,cue 155 ft dnilnnp Sl�,nture YulRcollop:rN;vauaaut:,a:mnn7:atdlicauunlUl•:357CiS331;•,0'17 3801 B. Palm Valley, +/— 16$,589 Razes, Ro=d 4ummerdel Contract.Urdmpraued Property concerning Back TX 78k fi C. The We company will deduct any independent consideration under Paragraph 78(1)before disbursing any earnest money to Buyer and wit pay the Independent consideration to Sailer. D. If the title company complies with this Paragraph 18,each party hereby releases the title company from all clolms related to the dlsbursai of the earnest money. E. Notices under this paragraph 18 must be sant by certified maA,return receipt requested. Notices to the title company are effective upon recelpt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for llquldated damages In an amount equal to the sum of, (i) three times the amount of the earnest money; 01) the eamest money; (lin reasortaWe attomey'e few;and(Iv)all carats of ault. G. D Seller Ck Buyer intends)to complete this transaction as a part of an exchange of tilts-kind propartles In accordance with Section 1031 of the Internal Revenue Mode, as amended. All expenses In connection with the contemplated exchange will be paid by the exchanging party.The other party will not Incur any expanse or Witty with respect to the exchange.The parties agree to cooperate fully and in good faith to atrange and consummate tho exchange so as to comply to the maximum extant feaalble with the provisions of Section 4031 of the Internal Revenue Code, The other provisions of this contract will not be affected In the event the contemplated exchange falls to o0mr. 19.MATERIAL FACTS: To the hest of Seller's knowledge and ballet.(Check only oae box.) d A Boller Is not aware of any material defects to the Property except as stated In the attactied Gommerdal Property Condition Statement(TAR-1408), 1A B. Except as otherwise provided In this contract,Seller is not aware of: (1 any subsurface:structures,pits,waste,springs,or Improvements; t2 any pending or threatened litigation,condemnation, affecting the Property; (3) any environmental hazards or condltjons that materlatty affect the Property; (4) whether ttta Property Is or has been used for the storage or disposal of hazardous materials or toxic waste,a dump site or landfill,or any underground tanks or containers; (6) whether radon, asbestos containing materials, urea-formaldehydo 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 Props , (B) 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 Property; (8� any present or past infestation of wood-destroying Insects in the Property's improvements; ! (0) adetrimanta contemplated affect the ordinaryal nuse of the Propees to the errtyy, or surrounding area that would materially and f (10)any condltlon on the Property that violates any law or ordinance. I (Deserlba any exceptions to(1)-(10)In Paragraph 12 or an addendum.) 20,N OTICE$: All rwUws between the parties under this contract must be in writing and are effective when j hand-delivered, malted by certified mail return reoelpt requested, or sent by facsimile transmission to the parties addresses or facsimlls numbers stated in paragraph 1.The parties will send copies of any notices to the broker reprosenting the party to whom the notices are sent. ® A. Seller also consents to receive any notices by e-mail at Beliefs a-mail address stated in Paragraph 1. W B. Buyer also consents to receive any notices by e-mall at Buyer's a-{Half address stated in Paragraph 1. �rtiitp� g-te-o�krtt0an-er�dlNg -ae�nritl,e , (TAR-1 8M 4-1-14 Page 10 0113 v aouad+wn er a vl x town r�am.�m rscad�acr,A�dsbul�ze Kmr4w 155 Aux du�oop,ignaanttvrri(IwUon:cs.w!om,op.irunnuy;.a:ueradmdrn•7367n1lit a•.%Ct: 380 . E. Palm Valley, +/- 155.599 Aoros, Mound Commordal Contract-Unimproved Property concenning Rock 'TX 78665 e�►attsall�-asseptable-r�►edlatoe-Thfs�arag�l�tes-ter+l�+r�agst�-e€-t#ls-sentraet-iia-pa�'agra{�e�- r�st-yreelade-a-prey-fr�r�r-seekf+�-equltabl�Ae€-frau-a-eaat�o€-ssttent-}arJsdietlar}. 22,AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, exeoutors, representatives, successors, and permitted assigns.This contract is to be construed in accordance with the laws of the State of Texas,If any term or condition of this contract shall be held to be Invalid or unenforceable,the remainder of this contract shall not be affected thereby. B, This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed In a number of 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 Exhibit Identified in Paragraph 2; ❑ (2) Commercial Contract Financing Addendum (TAR-1831); ❑ (3) Commercial Property Condition Statement(TAR-1408); 0 (4) Commercial Contract Addendum for Special Provisions(TAR-1940); ❑ (5) Notice to Purchaser of Real Property in a Water District(MUD); ❑ (6) Addendum for Coastal Area Property(TAR-1915); ❑ (7) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway(TAR-1916); 0 (6) Information About Brokerage Services(TAR-2501); and ® (9) Ppecial_Prova,sions Addendum (Ab?o:Counsel fw tho Texas AmoloUon ofREAL TORSO(TAR)has datemYned that any of the forapalng Wkondo tvhkh are promulgated by Ilia Texas Rest Estate Conuntsaton(rREC)orpubtiehad by TAR are appropriate fof use with this font.) Buyer 13 fiW Q ft?ay-t{9 --t— E, h#iIS e6t�tt B�BSl�fi6 tl}i5 86At 6t-�Hy&f�4flll r9l�elled tiabilP€ye��er-t#ls-safltraaE. tm s;i+a-•vw•itlRo;all-abligetwss-sand- 23.TIME: Time is of the essence in this contract. The patties require strict compliance with the times for performance. If the last day to perform under a provision of 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. 26,ADDITIONAL NOTICES, r r A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or t Buyer should be furnished with or 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 nofce relating fo 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, described below, that you are about to purchase may be located in a certifioated water or sewer service area, which 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 (TAR-1602)4-1-14 Page 11 of 13 1 Prod=d%"2JpFw W byilpL0&1n010 FKftn Wa Pw4 Fi0"r.Mkh�m 4M YLmuWjdLma Krenke 155 Acv 2 r l dDT10UPsiannNrrrrd o6op; m:w;:cUru,;.;:r.umy rc:f.:cua:d;,; 1 •.'/%,9d':1:?171) 9801. X. Palm Valley, +/- 155.aaA Aores, Round cornmerolalCordrad-UnlmprovedPropertyccrnownlr� - wok, 7860 receive water or sewer service. There may be a period required to constnict lines or atfaer focilitlea nemeary to provide water or sewer service to your property. You are acMwd to datefmine d the property Is in a certificated 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 eewar aervice to your properly. The undemignett purchaser hereby aftawledges racelpt of the foregoing notice at or before the execution of a binding oontrect for the purchase of the tial property described In the ndoe or at Cluing of purchase of the real property."The real property is dawAbed In Paragraph 2 of this contraci. D. If tha Property adjoins or shares a common boundary with the tidally influenced submerged fends ofthe state, §33.436 of the Texas Natural Resources Corse Requires a notice regarding coastal area property to be Included as part of this contract, E. If the Property is located seaward of the Guif Intracoastal Waterway,§61.025,Texas Natural Resources Code, requires a rwtice regarding the seaward location of the Property to be Included as part of this cont uct, F. if the Property Is located outside the limits of a municipality, the Property may now or later be Includad in the extra-tarritorial Judafttlon (ETJ)of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains s map that depicts its boundaries and ETJ. To determine If the Proparty is locatQd within a municipality's ETJ, Buyer should contact all municipalities located In the general proxknity of the Property for further Information. G- Brokers are not qualified to perform property Inspections, surveys, engineering atrulies, environmental assessments, or Inspections to determine compliance with zoning,governmental regulatlons, or Im". Buyer should seek experts to perform such services. Buyer should review kxW building codes, ordlnanrs and other applicable taws to determine their effect on the property. selentlon of experts, Inspectors,and repairman is the responsibility of Buyer and not the brokers.Brokers aro not qualified to determine tilos credit wortUnses of the parties. 26.CONTRACT AS OFFER,The execution of this contract by the first party constitutes an offer to buy or sell the Property.Unless the other party accepts the offer by 6:00 p.m.,in the time zone in which the Property is located,on 0—b*6 20's ,the offer will lapse and became null and void. READ THIS CONTRACT CAREFULLY. The brakena and agents make rto ropnzmentation or recommendation as to the ispt sufficiency,legal effect, or tax consequenous of this document or hwaaction.CONSULT your attomgyy BEFORE signing, i r t r l a 7 s F tTA�-l6fa2)41-lR Page 720913 KMOW 3 tkorIleoS�W81 t'DF by �tIXAoir«„rabgno4 Razr,tad an ec9t! 155 An S F E 4 r 1 dodo op tilr0alvm yr.i lirawxr GOY:.�i;;L':.;gl.mnila:yhrialfiaVun�pL 79y1;,:•;i:9I-4`8E., i z i 3801 S. Palm valley, 156.589 Acres, Round � Commercial Contract-Unimproved Property concerning __ Ronk r rA,}r 7i?tis5 t 's i AGREEMENT BETWEEN BROKERS (use only if Paraumph 98(7)is effec6vs) Principal Broker agrees to pay (Cooperating Broker)a i fee when the Principal Broker's fee Is received,The fee to be paid to Cooperating Broker will be: 0 $ ,or 3 0 %of the sales price, or Cl %of the Principal Broker's fee. I The title company Is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. 7 This /agreement Between Brokers supersedes any prior offers and agreements for compensation between t brokers. 3 F Principal Broker. Cooperaling Broker: I i By' By: i. i 9 ATT'ORNEY'S Seller's attorney., Merlin Lester Y Buyer's ettomey Bruce Har= Axl.oy Brunel.son a :A�ddress: 213- West Fath Street ManrhnntaP prs9xn goo Address: 2_}Chat t+S9 ffsl orgetown, exasR. Phone a Fox;512-863-%525 �. -v Phone&Fax tso9J za3-s7as 5370 c E-mail; mlester@gtlawco.coni E-mail:bbarmsgaaKl ey.com Seller's attorney requests copies of documents, Buyer's attorney requests copies of documents, notices, and other Information: notices,and other information: M the title company sends to Seller. 0 the title company sends to Buyer, IM! Buyer sends to Seller. 0 Seller sends to Buyer. ESCROW RECEIPT Th title company acknowledges celpt of: the contract an this day--- �g9�+r � !� (effective date); 00 earnest money In the amount of$ in the form of r on Title company,lr� -CZ-b Address, /7i 7/1/ f 7 i.10Ii a By Phone&Fax ..�� Z L Assigned file number(GF#): B-mail: ��"f� A�' y�E7yi✓� ��/rC� z z F 33� f jk A (TAR-1402)4-1-14 Page 13 of 13 pmOwKi+°�hslpfam�b/ rgUc 1BDT0FattenMNftnad,Fmm.lkchfQanAbrlJB ypyyyy ,q� 5 Krenl;e 155 Aa i 1 dmmop done W re verlllralim r.n+a dorloap.< 1)576?,331:1 71i I) . Approved by the Texas Real 0QtM Commlaslon for Voluntn Use 1p-1Q 41 Texas 1XV raqufres ad roof Wela Ncerrseo8 to ghro Me roUOwVing tnfognafFon about brokerage BMWs to pens I`Va buyers,tenants,setlera and kmAwd& Information About Brokerage Sertices efare vmmng with a reef estate btosm; you Intermediary.Thu writUar►consent must skate who W11 tjahould know that the Wien of a broker pay the bmlcer and,In xs�1m�u1cuo bald or unde ed depend on wham the broker rWannts. it pthtt, out forth the bre ea obilgailona as an you are n ptaspeotive sailer w landlord Intermediary. The broker is regWrr.Gdd to treat aumh (am or a prospe ve bWer or tenont(buyer),you Pam honastly and fairly and to comply with The should know that tha broker write Bata the praperry for JOW Real$strata Licanso M.A broker who aGW sa We or tease is the owars agent,A brokur who ado an internte8fary in a tranasrdlow crta a aubaa t rteepprt a� w is ft owner in cocperetton watt the Iffea�dng Wker.A broker who asks as a Iuryer'a (1) shall treat aft parlloa honealIT, 1 stat rU amts the buyer. A broker may ani as an ttemtedlon tratwaan the petites tf the petites cm►aent (2? may not disclose that the owner will accept a In wrift. A broRer can aulat you to locavng a l�Lm U+the asking price unless authorised In property, prtapadrtm a wntract or lease, or oMalninm ung to do se by the owner, obi awed lavvtntreaptyae org►es A br r la (3) may not diadom that the boyar a�tl pay e tP t'KE BROKER ftiyPf�PAI!'9 THE 4WIkiBtt unless aauuth tdr Own In wdfht Pike to do so by�the buyer,,aanWrillm d The broker becamaa the meets agent by entm-ing (4) may not cllaCioae any oonlidenuef Itdormailon into on Mamma with the oww,usually through a or any Intormaflon that a p��r�r sped"C*Irwtr XAS ftwritten-hating agreemont,or by agreeing to act as a broker In writhe Wto dilidoes unless euHrat�sd In subagent by acaapkng an effar of s iWgan y from the wrhhtg to ftdose the infomwllon or required to do to Wrig broiler.A a0agent may work In a rbffarcnt real, by The Texan Real Eatuta Ucmnse Act or s court order estate afrm.A iii brc,ieer or aulmgent can stsist or If the htfonnation nmterialfy relates to tfto c m!Wan the but does not reprssent the buyer and of lire property, fiust see tits intaraatc of the tamer Brat,The boyar alias nol tali the owr&a agent anything the buyer 1PIltN1 the pallet? consent, a broker acting as an would not wlam the ow nu to know because sit wiermed{gry between the parties may appaird e owner's agent MW diadoao to the owner any material parson who is licensed tmder The Texas Reid Estate irdammHon knwm to the aBed Uoansa Act end asumWed with the broker to communicate %tiro and carry out Dons of one IF THE BROKER REPRESENTS THE BUYER*. party and another person who is ticenvad under that The broker bocamaa lite buyet's agent by Mating Ant and asaodated vfih the broker to communicate Into an agtmrnent to rapresant tiro buyer, usuW with and carry out inalluotions of tho cater party. through a written buyer raps>s ltiation oureemenk^A boyar's agars can assist the owner but daea not Ifyou choose to have a hmkor represent you,you represoM the owner and mum place ttta Infests of atxwfd erner into a writtenagmemant with iiia broker W buyer Oret. The owner should not fall a buyer's that efeady eatatbhas the bmRaes obfigglone and agerd wlyfhing tha owner would not want the buyer to obitmagona.The agmetrteatt Owuid stats how and linow bscat a buy a egant must dWose to the whom the brokerwill be paid.You trews the rlghttc buyer any materiel Ird mention known to the agent. the type of reprasenfatlon,ff any you wish to receive.Your ant of a fee to a Gr er doss not IFI THE BROKER ACTS AS AN INTERMEDIARY: nacrosarity astatiVab the!the bmW ritd you If A bracer may ad as en InterrnI}atwaesl the Y� hews any qqueatlwa rgarding�duties and ppaaivan K the broker complies w, rha,lances Reil resporwlbllRtas of the brow,you should resolve thou Eatata Ucarwa Act.The broker muss obtain the wtltWn querns bafam prlooaWng. consent of each party to then trsnsatdfarr to act 6a an mast ewabn nomme asks U101 you eeratavlfiadpe►reantptof this irtfmrnMUM abW broketug�a mmtACO fur stet lfoenseale rtcnrdL buyer,Saw.Lendlwd or Tenant Data Two Iroe1 lusm ammo SM 40"Piam eta Unwed W d MWAWW t8 oro TAM&own Hrialo cWWnb2ftD intim}IrTon two rlgkvnNm ar oorrytoUu ,vo.,�q,�ea.nasogamr�et+.y�oawndct rare rtveaotl•a.rlax�raa,ntr�o.tteaa lett rates,errotasono(t> o�,t�us�t� (TAR 2601)10-ID-11 TREC No,0P-K sanmlttbmarsreia!hs�airie!Knpmimter.20chi wlmTrAkow4Rack,TX7MI PhUlt(SlZAN-9707 FM t512A"9519 JlmRata 131 Acreitxt t' adh2 b► p5r IED70Fft-MbRoad,Rrwu,LWft"4 E VW%XUJlA= i dolloup signature wrUlcallon: SPECIAL.PROVISIONS ADDENDUM TO COMMERCIAL CONTRACT—UNIMPROVEI;7 PROPERTY This Special Provisions Addendum(the"Addendum")is made by KR Acquisitions LLC ('Buyer")and Keith Krienke,Mark Meredith,Greg-Carter,and the Estate of Lisa Carter(each a i "Seller" and collectively the "Sellers') and is incorporated by reference into the Texas Association of Realtors Commercial Contract—Unimproved Property to which 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"pasties")agree as fellows: t 1. Conflicts with Form Offer. In the event of any conflict between the terms and conditions of this Addendum and the Form Offer, the tenus 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 DilittenGe. 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 t' Buyer's intended use(i.e., development of a waterpark resort hotel and convention center—the "Proposed Prcject'D. 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, ingresslegmss, 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 1 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 4 the purpose set forth above. In addition while this Offer is in effect Buyer shall have the right to make and pursue applications for govenunental 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 be specifically ' binding on the Property if they took effect prior to closing,not take effect until the closing occurs and if any such Entitlements do take effect prior to the closing occurring then if closing shall not occur for any reason except for any Seller's breach of this Offer, Buyer shalt 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 r the Property including, without limitation, for the negotiation of development agreements, s 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. I r 3 G 5 G E Jutlrnp si�natrte vodficotlon::viyaulonp inmhrylmAflcaluNCl:S957h5331•J 3L'I) 3 7 Buyer shall indemnify, defend, reimburse, and hold harmless the Sellers and each Seller's x 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,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. z: 3. Extension of Feasibility Period. Buyer shall have the right to extend the feasibility period(as defined in the Form Offer)provided under Section 7.B of the Form Offer as follows: i t a, If Buyer deposits additional earnest money of $50,000 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 3 deemed extended for an additional 90 days and the 90 days inserted in the blank in Section 7.B 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$50,000 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 7.13 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$50,000 with the title company on or before the date that is five(5) days after expiration of the feasibil ity period as extended under Section 3(b) above, the feasibility period will be deemed extended for an additional 90 days and the 270 days inserted in the blank in Section 7.B of the Form Offer pursuant to Section 3(b),above,will be deemed deleted and replaced with 360 days. a T 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 F in the Form Offer Is the"Initial Feasibility Period". i 4. Earnest No 1 6 a. In Section 5.A of the Form Offer the Buyer will have 5 business days after t the effective date (as defined in the Form Offer) to deposit the initial installment of the earnest money. At the closing alt earnest money that has been deposited or paid over by Buyer under t 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 atnount of all the earnest money paid over or deposited by Buyer under the Offer. 3 1 z a 's 3 0 do;laup s(gnature vertflution;%mymlolloop cumhuyrvunfwtio,d0L r b. In the event the Buyer terminates this Offer pursuant to Section 7.13 of the Form Offer during the Initial Feasibility Period then all the earnest money shall be returned to ' the Buyer,less the$1,000 of independent consideration provided for in the Form Offer. In such 1 case the independent consideration of$1,000 shall be disbursed to Sellers. In the event the Buyer terminates this Offer pursuant to Section 7.13 of the Form Offer during the first Extension z Period $50,000 of the earnest money shall be disbursed to Seller and $50,000 of the earnest money shall be disbursed to Buyer. If the Buyer terminates this Offer under Section 7.B of the Fomi Offer during the second Extension Period $100,000 of the earnest money shall be disbursed to Sellers and$50,000 of the earnest money shall be disbursed to Buyer. If the Buyer terminates this Offer under Section 7.B of the Form Offer during the third Extension Period then $150,000 of the earnest money shall be disbursed to Sellers and $50,000 of the earnest money shall be disbursed to Buyer. In the event this Offer terminates prior to or at Closing due to the F breach or default of any Seller or due to the failure or nonsatisfaction of any closing condition t 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 shall immediately pay over to Buyer), less the$1,000 of independent consideration. If Buyer's failure or mfusal to close the transaction contemplated by this Offer is due to the breach or default of any Seller or the failure or nonsatisfaction of an 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, f without limitation, all earnest money previously disbursed to Sellers which Sellers shall immediately pay over to Buyer), less the$1,000 of independent consideration. If this Agreement terminates the Buyer and Sellers agree to provide instructions to the title company for the disbursement of the earnest money in accordance with the foregoing provisions which obligation shall survive termination of this Offer. All Buyer's rights and remedies are cumulative and not exclusive. F a 5. GI si 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 f feasibility period extension rights 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. i :i The closing shell 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 i of Merlin Lester. Merlin Lester will provide closing services for Georgetown Title Company i 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. i t 6. Title Objections. u 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 i (the "Objection Period'.'). Buyer's notice containing its objections is referred to herein as the i t s x a i 1 z 3 AUd:rop IpjGuun!vefiflteUcn;err:.r-Uo7cap.cnnvnryroerltlfdliott'bl 13;/6'.331 "Objection Notice". The term "Permitted Exceptions"means any Schedule B matter contained in the title commitment to which the Buyer does not object in writing within the Objection Period and any encroachment on the Property or other adverse title matter shown on the survey to which the Buyer does not object within the Objection Period. For purposes of determining 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 s 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 C'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 i acceptable to Buyer within the Cure Period,then the Buyer shall have the right to terminate this Offer by giving written notice to Sellers at any time on or before the earlier of(x)-the thirtieth 3 (301h) day after the expiration of the Cure Period; or (y) the closing date. If Buyer does so terminate ibis Offer then all earnest money,less the$1,000 of independent consideration,shat]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 was not cured by Sellers shall be deemed Permitted Exceptions, Further,all leases of the Property which predate this Offer and all leases r of the Property made after the date of this Offer and which were made in accordance with the teams 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 i 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 rifle commitment that identifies any additional title encumbrances(a "Supplemental Commitment"), the Buyer shall have the right to terminate [Iris Offer by giving written notice to Sellers of the exercise of that termination right at any time on or before the fifteenth (15u`) day after receipt of the Supplemental Commitment by Buyer and if such p 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 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. E G. Despite anything to the contrary contained herein, the term Permitted 1 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 s certificate or affidavit from the Sellers(such as an Affidavits and Indemnity as to Debts,Liens, 4 E i t Uotloopslgnaturev4ildrallon:;avimimupcnuvmyivrnlicauuwpl and Possession)from Sellers and/or the payment of additional title insurance premiums, (iv)any standard title commitment exceptions that can be removed with a survey and payment of additional title insurance 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 lien,or any other monetary lien or collateral security document. The Buyer need not object under Section 6(a) of this Addendum to any Monetary Liens or any matter described in Section 6(c)(H),(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. Within ten(10)days after the effective date of this Offer the Sellers shall deliver written evidence that owners and users of the Property have the right to cross the rail road tracks that relate to this Property. 7, Proration: 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 shall 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 3 between the parties,and such proration shall be final and binding on the parties hereto, Buyer, and not Sellers,shall pay any and all rollback real estate taxes,special assessments,standby fees, road assessments, or any other such tax, fee, or imposition, which arise after closing including those roll back taxes arising after closing which are attributable to years prior to closing. The parties shall not revisit any estimated prorations following the issuance of the tax bill,regardless ° of any variation between the estimated and actual amounts. Sellers represent and warrant that . the Property is currently taxed as a single tax parcel and no part of the Property is taxed for real estate tax purposes with lands not included witiain the Property. 8. SmKial Warren! 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 Iiens and 5 dotloop sign atum veriftntlom f encumbrances created during Sellers' period of ownership of the Property other than Permitted Exceptions. The provisions of Section 10(C)(i)-(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. Sellers shall within ten(10)days after 3 the date hereof deliver evidence to Buyer that the life estate of Lisa Carter has been terminated. 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 1 license to operate the secondary treatment system. g. Leases. Sellers jointly and severally represent and warrant that they have provided to the Buyer prior to the date hereof true,correct, accurate,and complete copies of all leases(including all amendments)to which all or any part of the Property is subject prior to the date of this Offer and none of such leases have terms (after giving effect to all extension and renewal options) that extend beyond the end of the year 2015, The Sellers may after the date 5' hereof enter into additional leases affecting the Property provided that all such leases are in writin all such leases are sale] for cultural S, Y purposes,the term of any such leases with all extension and renewal options does not exceed a year, any such lease is terminable without F liability or penalty by the lessor on 30 days advance written notice,and Sellers first obtain the w prior written consent of the Buyer to any such leases which the Buyer will not unreasonably withhold,condition,or delay. The Sellers will not be obligated to obtain the Buyer's consent to any such lease after this Offer terminates. Without limiting the Buyer's rights hereunder by enumeration,each 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. Despite anything contained herein to the contrary each Seller shall not enter into, modify, extend, or terminate any leases following the expiration of the feasibility period. The Sellers will provide the Buyer with copies of each lease made for the Property while this Offer is in effect. r 10. Clos Deliverables. In addition to the documents to be delivered by the Seller r at the closing as described in the Form Offer,at the closing the Sellers shall: 1 a. Execute and deliver an Affidavits and Indemnity as to Debts,Liens, and Possession on a customary form indicating there are no unpaid debts for fixtures,equipment,or improvements relating to the Property;no construction liens or construction lien rights affecting x the Property;no unpaid labor and materials used in the construction on the Property;no leases or parties in possession affecting the Property other than Permitted Leases and tenants under Permitted Leases;and no purchase contracts for the Property or contracts to sell the Property. i 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, and/or material suppliers liens and the general exception for tenants in possession but which affidavit may disclose any applicable Post Closing Leases. l 6 i } r. , V j i 9 9 5 i Jotloop slgnatum ver�catlnn: � c. Deliver fully 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, material supplier liens, and money judgements, a i d. Deliver fully executed lien waivers from each of the brokers identified in Section 9 of the Foran Offer under which each such broker waives and releases all lien rights as to the Property. i With respect to Section 10 of the Form Offer the closing documents referred to in Section 10 of l the Form Offer shall be in a form reasonably required by the Buyer. 11. Conditions Precedq . The,obligations of the Buyer to take the actions otherwise required of it at the closing are subject to and conditioned upon the satisfaction of each of the y following conditions precedent listed below. 1 Y s 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. 3 5 b. Each Seller shall have complied with all its other obligations to be performed at or prior to the closing. c. The representations and warranties of the Sellers in this Offer shall have been true and Correct at the time made. a z 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 terminate this Offer. 12. Doouments. Copies of the documents listed on fthibit A attached hereto and G incorporated herein, to the extent they are in the possession or control of any Seller, shall be delivered to Buyer within fifteen (15) days after the effective date. If any documents that are responsive to the requests made in this Section 12 and FAhibit A come into the possession or 1 control of any Seller after the date hereof the Seller shall provide copies to the Buyer promptly. Within ten (10) days after request by Buyer the Sellers will provide such documents as are reasonably required by Buyer to demonstrate that Sellers are authorized to enter into this Offer and to convey the Property at closing to Buyer in accordance with the terms of this Offer. 13. Question of the Pronerty. Until the earlier of the olosing or the termination of this Offer,each Seller shall: 1 k 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 r 3P. 7 33 1 3 J t (tot loop stgnalureverinrallon:-mvidulloup.cowntyrverif:ratirul01. ' 1 t F 9 which solely release liens to which the Property is subject; provided that Sellers may enter into x new leases in accordance with the terms of Section 9 of this Addendum. 1 b. -Maintenance. Maintain the Property in the same manner and condition as immediately prior to the effective date of this Offer,reasonable wear and tear excepted,and not alter the Property other than for routine maintenance and repairs and ordinary fanning activities consistent with past practices. C. Contracts. Not enter into any service contract or other contract or } agreement relating to the Property other than leases made under and in accordance with Section 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. G 4 c. TWsfer. 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 the 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. s 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: i a. Any event, transaction, or occurrence prior to Closing that could materially and adversely affect any of the Property, other than events or occurrences caused by f Buyer or its agents or contractors. i r t 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, s 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, a e. Any pending or threatened litigation 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 i. could affect any of the Property or any person owning any interest therein. s i i Unlluop Mello orc vedflWt!nn: U476hllI-I NU, 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 1 may be assessed against the Property. 3 h, Any enforcement, cleanup, removal or other governmental or regulatory enforcement action concerning the Property which is Instituted,completed or threatened. 1 15. Cantingerrcy 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,fimnishing 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(l)of the Form Offer)to support each of the parties' obligations under the Offer,and Sellers and Buyer each waive any and all rights to challenge the enforceability of the Offer on the basis that any of the conditions or contingencies set forth in Us Offer are at Buyer's discretion or that any of the agreements contained in the Offer are ` illusory. u 16, Rmedy. a. Despite anything to the contrary contained herein, in the event Buyer a refuses or fails to close on the purchase of the Property on the closing date and such failure or refiisal 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 r 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 in breach of this Offer and the sole and exclusive mechanism for any of the Sellers to obtain the earnest money or temiunate 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 an express provision of this Offer. In the event any of the Sellers breach the terms of this s 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 froSellers,and Sellers shall pay to Buyer,an amount equal to all Pursuit Costs,or(ii) m i. specific performance by the Sellers and to accept such title as Sellers can deliver, If Buyer elects ? 9 l S 9 I i F JuI1vop slgnaitire V1:011(atWI:c:.•i.Juaurµ"oil)fmylve;ifirali..IMI 1 iS7G53Y.la/A;; s i E 3 9 i 3 to pursue specific performance and later determines that Buyer for any reason cannot enforce or f 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. r l 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 shat]survive termination of the Offer. 3 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 casts, 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. t 17. Liability Limitation, The Buyer shall have no liability under the Offer,including z Without limitation Section 7.C(3) of the Form Offer, for any environmental,hazardous material, sof 1,wetland,historical,archeological,or other condition on the Property which Buyer or any of its agents or contractors discovers in connection with this Offer so long as such condition is not actually created or caused by Buyer,its agents,or contractors. 18. CounterguLa. 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. 1 I 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 assignment of this Offer by Buyer shall not serve to release Buyer from its obligations under this Offer. The Sellers will not x 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 terms and conditions of other closing documents or r 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. r i f 10 F t F E 1 dolloof)"RoaUlre vatl(1(ollon:::v,P;,dartluap.:unUgly:crpt,corion/GI-IiS%G!•s31.0 2812 21. Miscellaneous. The words "Seller may terminate" in Section 5(A) of the Form Offer are hereby deleted. The last sentence of Section 7(B)(1) of the Form Offer is hereby deleted. lit 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 concerning any parent or affiliate of Buyer. In addition,Buyer is not obligated to provide any market or business feasibility reports or information, market or business assessment reports or information,market study reports or information, or any similar reports or information to Sellers. Sellers and Buyer agree that by signing below on this Addendum they are agreeing to 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, Each of the terms, provisions, conditions, covenants, representations, and warranties contained in this Otter, 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 not apply to this Offer or to the deed delivered by Sellers at closing or to any instruments or documents of closing made, delivered, or executed in connection with this Offer by any party. 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 commissions and/or fees owed by any party to any of the brokers listed in Section 9 of the Form Offer in connection with the transactions contemplated by this Offer shall be the sole responsibility of the Sellers and the Sellers shalt 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. Post-Closing 00upancy. a. Subject to the terms of this Section 23 of this Addendum,for the period of time commencing with the date of the closing and terminating on the date that is one hundred eighty(180) days after the date of the closing (the "House Period'),the Sellers shall have the right to the use and occupancy of the houses("Houses' that currently exist on the Property and Sellers may during the House Period remove the Houses from the Property. 1 b. Any use and/or occupancy of the Houses by any Sellers or any of their guests or invitees shall be at the sole cost and expense of the Sellers and all such use and occupancy shall be in a lien free manner. Any removal of any of the Houses by any Sellers shall be at the sole cost and expense of the Sellers and shall be conducted in a good and workman-like and lien free manner. if any Seller commences the removal of any House from the Property after the Closing the Sellers shall cause the removal of the House, and all debris caused by or tt • t i I l 3 d01loopsign alureveil katinna.anv.darinuryEon vrowyerflicauuplCd•t3iMSM•1261) l 4 e associated with the removal of the House,to be completed within the House Period. Sellers shall pay the actual cost of all utilities consumed during the House Period with respect to or in connection with any of the Houses. s C. The rights of the Sellers to the Houses under this Section 23 are personal to the Sellers and not assignable or transferrable. Sellers may only use the Houses during the l House Period for residential and recreational use and not for commercial use (provided, ; however, that this sentence does not limit the rights of Sellers to remove the Houses from the Property). During the House Period Sellers shall,to the fullest extent permitted by law,(i)keep and maintain the Houses in good condition, repair, and working order, and (ii) make all necessary repairs, maintenance, and replacements to the Houses (provided, however, that this r 1 sentence does not limit the rights of Sellers to remove the Houses from the Property). Sellers ; shall comply with all applicable laws with respect to their use of the Houses and any removal ' thereof. Before any Seller removes any of the Houses from the Property the Sellers will obtain at their sole cost and expense all permits required for any such removal. If any Seller removes any House the Sellers shall first obtain all permits required for the removal of the House at Sellers' sole cost and expense. Sellers shall not interfere or conflict with Buyer's(or any of its agents or contractors)use of,or activities upon,the Property including,without limitation,any of Buyer's construction activities on the Property. After the expiration of the House Period,Sellers shall not further use(and the Sellers will have no further rights to use)any of the Houses or the Property. Prior to the expiration of the House Period, the Sellers shall remove all their personal property from the Houses. After expiration of the House Period the Sellers will not have any rights of any kind to enter or come upon the Property and after the expiation of the House Period they shall not enter or come upon the Property. > t d. Sellers shall jointly and severally indemnify, defend,reimburse, and hold harmless the Buyer and each of Buyer's employees, members, parents, subsidiaries, lenders, t agents,contractors,guests, and invitees(collectively with Buyer the"Buyer Indemnitees")from and against any and all claims, suits proceedings, costs, fees, damages, losses, or expenses (including, without limitation, reasonable attorney fees) brought against, suffered by, incurred by,or paid by Buyer or any Buyer Indemnitee arising from or out of,directly or indirectly,(i)the use or occupancy of any House after the closing by any Sellers,(ii)any breach of this Agreement after closing by any Seller,(iii)any maintenance or repairs conducted by any Sellers with respect to any House, (iv) any violation of laws or ordinances with respect to the Houses, (v) the { removal of the Houses from the Property by any Seller, and/or (vi) the non payment by any Seller of any contractor engaged by any Seller for the removal of all or any part of the House from the Property. Effective as of the Closing,the rights of the Sellers under this Section 23 of this Addendum are fully and completely subordinate to the rights of any lender to Buyer and each Seller will immediately sign a subordination agreement confirming such subordination at the request of Buyer or any tender or prospective lender to Buyer. # 7 3 24. Sellers' Obligations. Each Seller is jointly and severally liable for the duties and 4 obligations of each other Seller under this Offer. A breach of the teems 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 Seiler. Payment by Buyer to any Seller of any amount owed by Buyer under this Offer to Sellers shrill be deemed payment to t2 1 3 l 3 i , 3 i dotluoP slghalure vetlfiraflon: i 7 3 Y all Sellers. f 25. Sales Price. Despite anything in Section 3 of the Form Offer to the contrary,the sales price paid at closing will be the sales price determined tinder Section 3.B of the Form Offer rather than the price shown in Section 3.A of the Form Offer. j 3 25. I ggal I3escrlption. The Property consists of all the lands listed on Exhibit A to Schedule l of this Addendum but excludes all the lands described on Exhibit B to Schedule l of this Addendum, E c• 27. Tax Qeferr-0 Exqhunge. Either party may elect to complete this transaction as a tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code. Each party agrees to cooperate with the other in accomplishing such an exchange provided that the cooperating party incurs no additional expense or liability. F 3 28. $tatus of thpRrgperty. Section 19.B 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 5 Closing,that no Seller has received any written notice that: "s a. the environmental or ecological condition of the Property is in violation of any law, 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. e b. any threatened or endangered species or their habitat are on the Property. c. there is any pending or threatened litigation affecting the Property, r� k 29. AS IS S a. This Offer, the deed Sellers are to deliver at Closing, and any other x 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 29(b) Y of this Addendum do not limit, 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 terns of Section 29(b)of this Addendum. i b. 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 a r, 1 I3 r i a i 3 Uolir,op s1EnaUPE vetlfi[anon::n7tgrtounop.cm!umylvE!INl vtloltlUi THE ACCURACY OR COMPLETENESS OF ANY REPRESENTATION, BROCHURE, RENDERING, PROMISE, STATEMENT OR OTHER ASSERTION OR INFORMATION WITH RESPECT TO THE PROPERTY MADE OR FURNISHED BY OR ON BEHALF OF, OR OTHERWISE ATTRIBUTED TO, SELLER 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(1)THE EXISTENCE OF ANY DUTY TO DISCLOSE ON THE PART OF SELLER OR ANY OF ITS AGENTS, EMPLOYEES OR 5 REPRESENTATIVES AND(II)ANY RELIANCE BY BUYER ON THE SILENCE OR ANY ALLEGED NON DISCLOSURE OF SELLER OR ANY OF ITS AGENTS,EMPLOYEES OR s REPRESENTATIVES. BUYER TAKES THE PROPERTY UNDER THE EXPRESS I 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 r. 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] 5 a 3 3 b N G 's E f 14 ; 1 i a s i 1 e dolloopslgnolurovorlAcatlon;vAftdotloop.com,InyArnllm;laiJ0143SI6533M 7AtD Tius Oiler has been signed by the Buyer as of the date first wrlttea above in ibis .A,ddendi m: AMR: KR Acquisitions LLC By: ae-zllekl"k Name:Todd R.Nelson Title: Manager This Offer is accepted by the Sellers as of the Istat date wiliten below; .1�L•LEt2 : i Estate of Lisa M,Cartor 4 Y Name: Greg Carter , F Title: Executor t h Date: s l Greg Carter 3 F .BMal Name; Greg Carter i Data; C Koith Krienke By; i Naune: a ieakc 3 Date: 4 Mark Meredith / S BIn�s7[iSAlcf•SYV81 By: Name; MarkMewdith i Date: t 1 is I � s 1 3 1 dnE�a�:51gnu Wre Ycri:icfl:ipq;l•MhJ.aauppy rpEoln Eyh•clirfdVanl111 135765331 A•ZR I Z EXHIBIT A TO ADDENDUM Documents I. Any leases affecting the Property and any material correspondence related to any Imes affecting the Property. 2. Copies of any notices received in connection with any purported or actual violation at the Property of any legal requirement. a 3, To the extent that such matters exist and are in the possession of Sellers,all reports(fisted below)or correspondence relating thereto in the possession or control of the Seller relating to the Property(the"Reports'7: 3 a. engineering 3 b. geotechnical t e. environmental I d. boundary surveys or other land surveys e. 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. i i Y G t 4 t rE F E i" t 3 s i 3 - i t t E E6 i 1 I 1 t i s A H 5 N C S. 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O 7)Bt1b°142'll"Wadltmaot►ulIW9&r4 1I22°S4`76°Pl a t$rtCeoi7lG 28& 9)864.06'3Y W p dlt�e ef2�9 ftp IBJ)8 R9"4B'W W a dt t=at3'21L14 Cwt t 1!)8sc'sa'7f"1iVttdi!;traard't79.SC&� 19)S SV 26'U9°W add of795.49 feet: 3 1 7 i t dotloop sfgmture verNkatlon: 3 f {Ei . g€ ftbIbit"A►" 1 • Page 2 of 2 13)8 680 MY SP'W o dLftm 012"f �. i 14)849°OD'13"W adW mea of 498,"J1,A wo, ija:ea�as3d>�tor alio b�t1t0 apathraat YM�V.s VF f 0MmWa60.38amatmetoiisaddo vdfuamito Jotm19'.Fa1<naaaraeaadad teYolota0lW,Pogo f37,I7Bzd ltamrdw W1iI(amaoa�tYs T7311?IQ9 N 06°]O'66"8 n dtst>moa oP303Y.97 6a03 t0 aafroa piya ret at the am�aart amnat oi' add 0.51 am tori r k TI11 W N W 40'O0"W a dW&=of 147M&4 to ail a 1M4 ai dw honet oarazr of add an am mc; � T 8 eYa!d'S t"W a dlateai,a Q'i t7 ftU W en irott rod timed Into OM Ilea of" . 2816 om 1att,Jima Woll 43lron rod found at the meall 00=OUR tarot as molly � d=AbW 14 WabMS 194 PW 389,Odl{cId P.Cft .t 0,a CO,.ba&ai 8 V IV 76^W,% dtatsaoo of 1.70 ae,sad axi b=and&=a at fia aarami conn of W t,Biebl Tolmdw nddvblotu a siMvlaloa ot'mad fiW W CalsLmt f1,1116 I46,Plat Roonda c!W[GYuum Cocb',baasx8fir&W 5&tzaaoat3]A7DK�: MUM N 00°12'3r a dt*aae x$903:70 But VA 60 an 160 ataafd IAI6 ran taunt to tba hexa cordata g 17828 aCaaa of INA WU or torr,SAW A"Vwur SSrarrf}om the dmikd 140 I=hats,to tvt0 '• DEW 1.30 ACM OF LAM MM OF 7178 P.A 90Q131IIt 8(1l W,AS==NO. i 2P, W W=UUM COWM, TW&AB, AM DEM A YAV OF Lt)Y 12 OF 1 ISWENS03M SUBMESM App TO MIB UAP CM PUT TSF M=RM U4 YOLUMS A PMM 119,D=R==OFWIl3dAlidM WWW, q AND A I'AVX OP THOU CWAW TRA=OF IAM DWCPIM DI A MW 10 AIUMD MI.M M UCOMW IN YOIZMU 712%PARS 7%WF=L K WMW, S. VI IMM&W WUIi b AND BZ=WO PAMCMARLYMM2W BY ME= ANDBOU WA9AOLLOWATOWfn MMOMMid as 1=rod td at tam avaltimA aotuo;huggla Oto cart lice afasid Let 17,R= vdtleb�TsonplgaeatellStsao+dkoaei0oaaart b�ral101.20' WSILofe6].43 k04 TEO=0 7W 47'W W a tfltRa>foa old fact to tm&aa tod ad 0 dw rg&wW tximw t 4 't7[BWZ N 09°QV 17"R a tCErSmOe of 340.2'P PM to as boa n d ad ai lbs=ihKC47 oc�a 3 Y'11RMM N 94"W 39'B a d bAw at I MG0[tom t0 to bmf W VA al th AWbag t=ar ' lraoot:In tls+��an ofatdd]ai f2t TEEM N 010 to'00"D a dldaaaa a12a..+o lett w1lb @a cert flea dnld Lot 17 to Wlue of oaatalaw 1,50 am of LWA ICK a act mud 176.76 soma 4=10 dote UM& p4 4 • ' 1 WAL'1 &A980MTK 801 MOUS 9 a 568.62 MW 02M d' a l a 1 C O 7 a f C • e g R ti pill eLy Ir s TL Jul SIS s _ ,R � Pon GEORGETOWN TITLE SINCE 1893 s 3 Wiring Instructions for Georgetown Tide Company, Inc. PLEASE CONTACT OUR OFFICE VIA PHONE TO VERIFY THESE INSTRUCTIONS BEFORE INITIATING YOUR WIRE 4 Wire to: First Texas Bank 900 S. Austin Avenue Georgetown, Texas 78626 } r ABA: 114 903 103 d� s Account No: 868372 y/ € To Credit: Georgetown Title Company, Inc. Escrow Account r 1717 N. Mas 6� Y Round Rock, TX 78664 S Please Reference GF Number and Borrowers: Name: KR Acquisitions, LLC GF Number: Please advise the bank to notify Carol, Evan, Jenna, Shani, Katie or David at (512)255-5839 upon receipt of this wire. G 2 In order to ensure that funds are sent to the right bank, please secure wiring instructions from Georgetown Title for each transaction. Please note that ACH Wires or Electronic Transfers are not acceptable and will be rejected/returned. You will need to speak with a bank representative to initiate your wire through the Federal Reserve. i If you have any questions or need further assistance,please contact our office at the number below. S Thank you. : 1717 N. Mays Round Rock,Texas 78664 Office j12,2,5.5..5839 Fax 512.244.9138 www.GEORGETOWNTITLE.NET 6 } EXHIBIT C KELLER COMMERCIAL CONTRACT [Attached hereto] TZrXAS ASSOCIATION OF I:RALTORS@ COMMERCIAL CONTRACT - UNIMPROVED PROPERTY USE OF TIIIS FORM BY PERSONS WHO ARE NOT MEMBERS OF TI IE TEXAS ASSOCIATION OF REALTORS IS NOT AUTHORIZED. Wexas Assoclallou of REALTORSO,Inc.2014 1, PARTIES: Seller 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 parties to this contract are: Seller: Bertha Johnson Keller John D. Johnson and Nelson D Johnson as Power j of Attorney for Gladys B. Johnson Address: 150 County Road 450,Thrall,TX 76578 I Phone: 512.926.2800 E-mail: nhncnn®fni-wirP,(psc r•nm Fax: Other: i Buyer: KR Acquisitions LDC, a Delaware limited liability company 1 Address:.P.o, Box 590, Wisconsin Dells, W1 53965 i Phone: (608)259-5230 E-mail; bharms@axley.com Fax: Other: mbonte@lcalahariresorts.com 2. PROPERTY: A. "Property" means that.real property situated in 'Williamson County,Texas at 60 .58 Acres Round Rock TQC (address) and that is legally described on the.attached Exhibit A or as follows: 8051819 8055809 J B. Seller will sell and convey the Property together with: (1) 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, reservations, or restrictions in Paragraph 92 or an addendum.) (If mineral rights ere to be reserved 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)) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 3.958.297.20 (TAR-1802)4-1-14 Page 1 of 13 sununil Commercial Induslriul Properties,Inc..20 Chisholin Trail:Round Rock,TX 78681 Phone:(512)244-9707 pax: (512)2,14-9519 Jilin 13 Ics, Johnson 60.58 Produced with zlpFDrrr,0by ApLegix 18070 Fifteen.Milo Road,From,hllchigan 48026.%wm.ziDLonlx.com Commercial Contract-Unimproved Property concerning 60.58 Acres, Round Rock, TX w B. Adjustment to Sales Price: (Check(1) or(2)only.) ❑ (1) The sales price-will not be adjusted based on a survey. 1x1 (2) The sales price will be adjusted based on the latest survey obtained under Paragraph 6.6. s (a) The sales price is calculated on`the basis of$ 1.5o per; 0 (i) square foot.of ri total area ❑ net area. ❑ (ii) acre of Ell total area ❑ 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: ❑ (i) public roadways; 0 (ii) rights-of-way and easements other than those that directly provide utility services to the Property; and • 4 (c) 44he rsaler, pFieeJ6 adjusted by meFe than %-of the stated sale&-13ri6e el may tei'miflat is 09FAFaet 6y en netiee to 44 .,fb..r ih;, Fn r•mi 'r� nnrFrr ri-.nnii rirLf}A 4 FL.' F ,,{. ,., 't�L;;•; e' -eT-11"'Cr e vittiai�ee is les 4; + F��,_�ereent fie-a�tetment-te-tf�e sales-pfiee-will-be t�t�ie easlertiet� of-tfhe�ales prise payaeler 4. RNAlVG;n' er-wgl-fnanee-the-p"On of te sales-pFiee ui der-Raragraph-3A(2-)-as4ollow,%: ❑ A. Third-P'adt LF4ngRc-ing-One-or-moreAhIF"afty4G as p,-:the-total-amount-of$ This-eoRtmet: ❑ (1) i6-net-c-orttirtget peFt-Buyer-obtaining4hird-patty financing. ❑ (2) is-6onfingent-upon-Buyer-obtaining-third-partyAinarieing-h-ac-Fenn e—wM --the-attaehed Geersiai-Sstitr-ac-t�ir-�a►icing-Addend�tf�--(-T-A�--1-9�-1-}. ❑ B. Assurnptien-in-ascerdaneeNvk"e-attached-GarnerBial-Gentraet-Rinatwing-Addendum-(-T-AR-1-9"- �ttyer "ane-the-existir3g-prorpiseer -note-seetred-by-tie-Fropert'y;-which balaeceat-closing-will bei ❑ C. 'Seller-FieinE -T ie-del' ete-and deed ef trust-te-SeHerqnder-t"e4er-rns, of tattashd-Gomr neroial-Gontfaat-F-inaqsin g--Addendum--(TAR-1-931-)-in-the-amottnt o€ 5. EARNEST MONEY; A. Not later than 3 days after the effective date, Buyer must deposit$25,000.00 as earnest money with Georgetown Title (title company) at 1717 North Mays; Round Rock, TX 78664 (address)David Hays (closer). If Buyer falls to timely deposit the earnest money, Seller may terminate this contractor-exeroise-a"f— �&el{er!,,-outer-�edies-under-Raragraph-1-6-by-pro-viding-written-neitiee-to-Buyer-before-Buyer-deposits-• #fie-earnest-�torte� B. "erWII-iepesit-an-eadditioeal-affettnt of$ title-s�y-te-be-made �ar�ea�the-earnest-t�toriey-en-er-be€a�: ❑ uyer'-s dgl t to fermit tnder4R r-agr-aph-7B-&xpires-or- ❑ Hi} -Bayer--will-be ism-i#-Buyer-faR%4e-deposit the-additional-amount-r-equi.r d by #tits-Barograph 6I3 m4thi^ 3days aft-OF Setler-notifies-B et timely depesited the additiona+ eunt; (TAR-1802)4-1-14 Page 2 of'13 Produced with zlpForrf0 by zipLogix 18070 Fifteen Mile Road,Flaeer,MichlOan-00028 t malpLoaN con Johnson 60,58 i Commercial Contract-Unimproved:Property concerning 60.58 Acres, Round Rock, TX C. Buyer may instruct-the'title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY AND SURVEY: 1 i A. Title Policv: i 4 (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 after closing; insuring Buyer against loss under the title policy; subject oniy to; (a) those title exceptions permitted by this contract oras 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. i A (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary r lines, or any encroachments;or protrusions, or any overlapping improvements: * (a) will not be amended or deleted from the:title policy. ` Ixi (b) will be amended to read"shortages in areas" at the expense of IM Buyer Q Seller. t (3) Within 15 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's I address. B. Survey:Within 45 :days after the effective date: if 21 (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 be made in accordance with the: (i) ALTAIACSM Land Title Survey standards, or (!!) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer $2JUL oo (insert amount) of the cost of the survey at closing, if closing occurs. t i Cl (2) SeAer t�eNei's pet se;w+il-ftr isf�-fat yer-a eurvc of-tete Rr$peFty-dated-a€ter-the-effeetive-date- The-survey-must be--rriadeAn-aecordancewi e A/AGSM-L-and T4tae-Eurvey-stanOFds;or {ii)Texas-Society-efLR-refessienal tweyet:sstandards-foraCategery--1-A-sut:vey-under-t 4- apprepKiate-eendit+ea: 0 (3) Seiler-wfil-deWeFte-Buyer-arid-the-t!#1 and--- r est-recent- euivey-ef the--Pro- h--an-affidavit re-qui red-b"e=41tle-eomp ny--for-appr f-##he- oxisttng-survey-l;-the te-tie-tltie-comparty-, Seller,-at-Sel erls- ex-peihsei-mil-obtain-"ew-or-updated-stt ey-aeceptable-to-tire-title-oornpany-arid--deWer--tiae- aeseptable�-stri:veyAo-Bayer-and-the-title-een parry-inrMifl-29 days-a#fer getier-receives e#ee that4he- existi q-suwey4s-riot-a6deptableto the titlet pat3y-The elosit�g-datearv+ll-be-extended daily-tfp e 2GAays-lf-nesessa"r-Sek+4e-deliver-a►3-acceptable-s1 le.- ithln the-time-required-Bayerwill reimburse-Seller .{inseft-a etff7,0-"e-c-est of4he-new-e"pdakA-sdnrey. et-sles+rig-i€-slesir�g-eeeEtr-s: C. Buyer's Objections to the Commitment and Survey: V (1) Within da,rs-ate.,-payer+eeeives-tkre-sor-nm+t+,nerit;copies-o€4he-EiocuwneRt$-eviderteirig4Fie s titlo-exceptions;and-arty-regttired--surveyi eF ray-ela*e n-wr-icing-to-m atters-dlsstesed4n--the- iterns-if:(a}-the-i tatters-disclosed-are=a-restriction--upon-tfie-Rreperty--or-constitute-e-defect-er- encumbrance-#e-title-ether -han4h se-pe��-�d-by-tfhis-ee.ntraot-or-hefts-ba"eller-will-sads"t c�osing-ar-Buyer-will-acs to at-siccing er-( -tlae-1teras-show-that-arty-part-of-the-Rropef'- a y f 1 (TAR-1802)4-1-14 Page 3 of 13 ProducodwHhilpFwn9byz1pLo01n 18070Fifteen Mile Road,rInsor,Michlgmi4U026 lohnson00.58 Commercial Contract•Unimproved Property concerning 60.58 Acres_, Round Rock, TX epeoial-flood-haZ-afd-area-(an-"A" e a " one-asAefined-)y-F-€MAS-If-Paragraph-613(4)-applies, Buyer--�deemed-to--reGeW4-the-sufvey-ep-the ear!ie"fl-Wthe-date-of-Buy$r-"s-actual-rec-eipt-of4he- sur�ey;��(+i}-ef-the-d aadi+ne-spec+€ied-iii-Rafa�ra�h-g8. i (2) Seller-t»yttt+s tet oF�lic^+3dure L�uyet s t+ e4y-aejegtiet vuitia+fr5 days afterelter-recewes file-obj'eetie,46, The c-lesing4ate-wHktie-extended-q"eeess fy--te-provtfie-suc--h--time-to-&dre4-e objections:--If-Seller-faHs-te-cure-the-objeet ons-.by-the-tire-requir-ed,- WeF-r ay tefmimte--this- contr�c�by-previdit�g-written-riottGc�-to-Seller-wtt�iir-t-6-day�fter-the-tir-rye-toy-wFiiGti-Seller-rr�tist-sure- i tl-ie-objectier-,,. !{�-„-oyer-ter-minates;-the-earnest-money,-less-airy-indepetadeiit-Gonside.i-ation-tndet- Perag B{4 -will-be-refunded4b4- :►yer. i (3) -Buyer's-failure-to-timely-object-or--terminate-under-this-P-aragr-aph-6C is-a-welver-e"uyerls-right-te- 1 objeGt-exeept-that-Buyer-will-not-waive-the-requirem-eras-"Ghedule-Gof-tiieGor:nniitn-iont. 7. PROPERTY CONDITION: A. Present Condition: Buyer 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 90 days after the effective date (feasibility period) by providing Seller written notice of termination.(Check only one box.) @ (I) If Buyer terminates under this Paragraph 76, 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 it 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 sale: If no dollar amount s stated in this Paraciraph 713(1) or if Buyer-fails to deposit the independent consideration Buyer will not have the right to terminate under this Paragraph 713. ❑ (2) Not 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 713, 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 stated in this Paragraph 713(2) or if Buyer fails to pay the earnest money Buyer will not have the right to terminate under this Paragraph 7B: C. Inspections Studies, or Assessments: (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) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occt.rpants,of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments.that Buyer completes or causes to be completed. (TAR-1802)4-1-14 Pace 4 of 1.3 PtoducodwilhxipForfnL.hyzipLonix100.WlllnonMilaRand,Ffnser,Mlchlpnn9002G�mv\v:>ielnnfxrom Johnson 60.58 i I Commercial Contract-Unimproved Property concerning 60,58 Acres, Ronnd Rock, TX i (3) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is 3 responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. t Buyer will indemnify; hold harmless, and defend Seller and Seller's agents against any claim s involving a batter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract. D. Property Information: (1) Delivery of Property-Information:Within 115 days*after the effective date, Seller will deliver to Buyer: (Checlr all that apply.) n (a) .coples of all current leases pertaining to the Property, including any modifications, supplements, or amendments to the leases; Cl (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; I�`I'. (c) copies of all previous environmental assessments, geotechnical reports, studies, or analyses trade on or relating to the-Property; IM (d) copies property tax statements for the Property for the previous 2 calendar years; Q (e) plats of`the Property; ® (f) copies of current utility capacity letters from the Property's water and sewer service provider; and ❑ (g) (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) FYI (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; IM (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered.to Buyer or Buyer copied; and Ei (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).survives termination of this contract. E. Gerasts-Af#estina 9peratienfr-L)r�til-closing�el{er-(�)will epertkre Rropety in+„z",�sa�:^�e t+ar er-as- orn-the-e#-estive-date-under-�nably-prudent-busines,s--atai3dar&-,;-and-(2-)-will-iiot-tfander-GF- isppse '} of an -part-ef-the-Rreper-ty;any4nte-rest=or-right:-ire-the-P-Feperty,�or-anit-ef-t-h"eFsetial-p.roperty-er-ether- items-deseribed4R-Raragraph-W-or-seld-undeehis sentraet.A#er-the-feaslbi t"efied-endsr SeNer-may- taot errter-ir�t at tet or-terminate atay-ether seatrast t t-a#feets the-eper-atleAs-ef4-he-Proper#y-Wtheut- &iyer!s-wr#tei�-appFwm6 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, fail to.comply with any existing lease, or make any amendment or modification to any existing lease without.Buyer's written consent. Seller must disclose, in writing, if any of the following exist at the time Seller 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 tenant under any lease; (TAR-1802)4-1-14 Page 5 of 13 Producud with z1pFornY9 by z1pLoUlx'160%6 FII{oon Milo Rood,Frosot,Michl0on 48026 1'd-Au luat"gin Johnson 60.58 (4) any contAmelons,b0hUseg,free MrItS.reboto9j.WROMUO-MmMls.ulons,or bUfar-matters that affect any faas'O"and (5) any aMounts pygWa undoNflD 10auafj that have.been aWgNsdl or enourp Wed excopt AS slacwtiy 13; P11 01 pa "61MG-V -piarga a$teppeFs'ertt��tatz, .. Ai Tho brokem Jcdhjs-809 WO: Dan (kilok A.AprtgMAates, comnmroixml nc. ROM Umnse NMI rQ dr.D.: (Check volk-M. . 1 ,(Cam /dfiM , 0'. (1)Shiller will�Ay--Popb��*af. 5r6�0.1hojop-spealfled :by-,s pr W- ,bbWen p r6c ifid Agresaliht B. POP I*TWO: 10,06faract, 0).At the Pt4ng Of SAllo 11 par.. P.gp pial-D-6 =brEt'�i�tii�:saCea prig. Th&Opsh WE Will bapid,1pCounty,Texas: 'the NO "'brdWjVfr.q.YR W6 olaaJ6gt 4 j,v(>tmF--CP�e 62, -7exa's PAPq.0 codo,-;W49flies.4 hidko io-SpAgre-WI"IV eominlsslorr The pqjqs may; edqdl,hY,tho- �iot gr4q�d tft PArqmph'd*wlthout the-.jkqttOn mk rs-�, O-AR-�902)4-1-14 Pao GOyi� I i i tl Commercial Contract Unimproved Property concerning _ 60.58 Acres bound Rock 7.'X 1 10. CLOSING: y A. The date of the closing of the sale (closing date)will be on or before the later of: (1) a days after the expiration of the feasibility period. G7 (specific date). lZI _See .S eci a7, Proylsi.ons Addendum (2) 7-tay-s-after-ebjeetiera-+node-under-P-arzcrgr-ap"Gl7ave-been-cLtro"r-walved. 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, Seller will execute and deliver, at Seller's expense, a C1 general ® special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph.6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or other security interests against the Property which will not be satisfied cut 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 trespassers 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 on the Property; (2) an assignment of all leases to or on the Property; .(3) to the extent assignable, an assignment to Buyer of any licenses and permits related to the Property; (4) evidence that the person executing this contract is legally capable and authorized to bind Seller; (5) an affidavit 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: (i) withhold from Seller's proceeds an amount sufficient to comply:applicable tax law; and (ii) deliver the amount to the Internal Revenue Service(IRS)together with appropriate tax forms; and (6) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and issuance of the title policy, all of which must be completed by Seller as necessary. E. At closing, Buyer will: (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) specifies the exact dollar amount of the security deposit; (4) sign an 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. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate 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 Seiler after closing that is not authorized by a separate written lease agreement is a landlord4enant<at sufferance relationship between the parties. (TAR-1802)4-1-14 Page 7 of 13 Produuod v.ilh zipporm'N by zlpl.oplx 111070 Piltoon Milo Rand,Raw,Midilgan 40026-y[vm.¢iaJ..onix rom- Johnsou 60.58 Commercial Contract-Unimproved Properly concerning 60.58 Acres, Round Rock, ACX 3 12.SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract, (Y special provisions are contained in :an Addendum, ide►7fffy the Addendum here and reference:tho Addendum in Paragraph M.) See attached Special Provisions Addendum 3 h tl 4 z Y r 13.SALES EXPENSES: �5 A. Seller's Expenses: Seller will pray 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', s (2) release of Seller's loan liability, if applicable; r (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 expenses that Seller will pay under other provisions of this contract. B. Bayer's Expenses: Buyer will pay for the following at or before closing: (1) 011 loan expenses and fees; (2) preparation of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood insurance.as may be required by Buyer's lender; l (5) one-half of any escrow fee; (6) other expenses that Buyer will pay under other provisions.of this contract. u 14. PRORATIONS: A. Rrer-ations: (1) anterest-ori-any-assumed-lean;taxes;-r-e ts, and an„ pense-reimbur-sements-form-tenants-wiii-be- pr-orated-through-t-he-erasing-date. (2) if=t ie-ameunt-ef ad-valorv"«s-fer the-year-in-whieh-the-sale-erose&-is-net-available-er 4he-elesing- date—texe&y li-be-prorated-on-the-basis-of-taxes-asseased-it3-ti"rovlous-year.—if-the-taxes-feF-tbe- y ar-ire wi�isi -t+ie-sere sieges-v'ary'-Froin-the=amorir{t prorated-at-elesing -the-parities-wilkedjusHhe- I` pfenAien-&-wherrt-he tax state„,ents-for-the-year-in-wMe"e cele-eioses,,beeeiT.ie-available. This F eFagrap ,Tn,"�et iveselesing, l (3) I#-t3ty! r-'ees alee„��is-t04ang=the�roperty-s�►�jeet-to-an-ex�tirag-lien;�ellerw+ll-tia�efer all- reser(e deposits-held-by-the--lender#ar-the-payrAent--e taxes,insurarise--pFemiumsi and-eft-r- £. eWt:g s e-Bt+yer-at closing-and-Buyer-vAl-reimburse-sueh-ramount-s-to-Seller-b"r -app 4ate adjustment-,at-c-lesri ng. a B. Rollback-7axgsi-if-Seller-ehEfflge&4h,e use-of the-Rr'operiy-before-elesin"F-4"-denial-ef-a-ppeeial- t vali-tatien-en-t-he-RrepeFty-eleiffied-by-SelleFresults-ln-tie-arse gawt-o"Et&eml-taxes;pen^i�,�,t,,ar intemsl;-(assessi:neRt-s}-#ei-periods-before--closing,-the-assessMe ill be-the ebflgation-of4he-8e11ee-tf 3 this-sale-er-Bu.yer's-use-of4h(� Rr-opert-y-after-slesin- res+ s-iii-a ddinenal-assessineets-feFper+eds before slestng,4he assessFnent-s wial--be4he-obligatlbn-o# uyer.--Tf-tis-Raragraph44B-survr ver slesihg. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental k (TAR-188)4=1-14 Page 8 of 13 ProduwAwrhh zlprorrrMbyzlpLngix 10070 rilloen Milo Rond,craw,Michigan 40020 yAwi,z LS7 &cant. Johnson 60.58 4 i Commercial Contract-Unlmpi'aved Property concernilig . 60.58 Acres. Round Rock, TR payments, and other advance payments paid by tenants. Rents 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. af-Dyer#a+lss-ta-sareply-Wth thus-eentrdst;t3uyer-is=ita-defai�l dfeller;-as-Se4{et'e-sale-rernedy�iesj- t�aa-y-t�r+rtir-ia#e-tYi is-certt�ac�t-and-receEv+✓--t+ie-ea�r�est-rho nnrv�iiclaiiated-damagee-for-l3t;tyer's=fait�ar=e- e�c�ept-for-any-clarwtages-=resulting-fror�t-�tayel'-s-inspeet+or�stad ies-or-assesst�ei�te-in-aeccirdar�se=vtith- Rar;.agra ph-7E(-3- +eh-Seller-may-pur-Sue-or• {GFieslt if-applisraF�1�) 1 enforce-speoifie-pe+tor+nanse-or-seek;-suer-other--relief-aer+nay-be-provided-l-)y4aw. B. 4f,without fatrlt;-:-Selleris-unable-within-the-tithe-a4lowed-to-defiver-the.-eetoppel sertifloates-sur-ve}Fer4tie- 130mmitn7ent,Buyer--'may: (1) terminate-this-eentfae"nd-reseivL-the=ear-nest--money;=less-aRy-indepeEid%it-Gensideration-under -Paragraph-7B(t);as lig4dated-damages-and-as-Bayer's-sole-remedy,'-er (2) exti.nd-t+ie t+rhe for-pe►fer► tarise up—to-1-5 days arrd t"„�Rg-will-be exter}deci ae-rieoessa . C. 1=xcept-as-pFlavided4n-Paragraph-45B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 713(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce specific performance,or seek such other relief as may be provided by law, or both. 16.CONDEMNATION: 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, less any independent consideration paid under Paragraph 76(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 patty 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. 18.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 refutided-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 date 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. (TAR-1£302)4-1-14 Page 9 of 13 Produced withziffoorki)byApLoptx 18070FlAvonMilo,Road,Fresor,MlddOen4n02n mwxhLonlx.«L 101IDSan60.5.8 i 1 CammardnlCanlract-trnrmprovadPropertyaencorntng , ` G. The title company will deduct any independent consideration under Paragraph 78(1)before+disbursing i any earnest money to Buyer and will pay the Independent consideration to Seller. i D. If the 11118 company complles with this Paragraph 10,each party hereby releases the title company from all claims related to the disburual of the earnest money. 1. Notices under this Paragraph 18 must be sent by certified mall, return receipt requested.Notices to Ilia l 11110 company are effective upon receipt by the title company. P. Any party who wrongfully falls or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for liquidated damages in en amount equal to l the sum of: (1) throe lirgas the amount of the earnest money; (10 the earnest money; (ffq reasonable aHomey's fees;and(ivy all costs of suit. f G. 12 Seller© Buyer intend(e)to complete this transaction as n part of an exchange of tlke-kind properties ? In accbrdance with section 1031 of the Internal Revenue Code, as amended. All expenses in { connection with the contemplated exchange will be paid by the exchanging early.The other party will not Incur any expense or liablltty with respect to the exchange.The parties agree to cooperate fuify and f In good faith to arrange and consummate the exohange so as xo comply to the maxlmUm extent feasible with the provisions of Section 1091 of tite internal Revenue Code.Tho other provisions of this contract will not be affected in the event the contemplated exphange fails to occur. 19.MATERIAL FACTS:To the best of Seller's knowledge and belief;(Cheoh onlyons hex.) r 0 A. Seller Is not aware of any material defects to the Property except as slated in the attached CJommercial ?: Property Condition Statement(rAR-1408). ® S. Bxcept as otherwise provided In this contract,seller Is not aware of 1 any subsurface;struofures,pits,tyaste,springs,or Improvements; �a any pending or threatened III1gaUon,condemnallon,-ar-assessrnegf affecting the Property; any s_ ( ny environmental hazards or conditions that materially atfeot.the Property, (4 whether the Properly is or has been used forth e storage or disposal of hazardous materials or toxic waste,a dump elle or landfill,or any underground tanks or cortlalners; (5) whether radon, asbestos containing rrtatertals, urea-formaldehyde foam Insulation, lead-based paint,toxic mold(to the extent that it adversely a(fecls the health of ordinary occupants), or other r pollutants ar contaminenta of any nature now exist or aver existed on the properly; ((7) any threatened or ndo enned dangered federal eciesSorthateeir habitat oaw or n the.on the Pr pr1y; arty; p P. y, t (9) any contemplated materiaallrch of es to he lProlne insects rr the Ing area t at o would mat 9 p r4Y or aurrounding area that would materlaily and detrimentally Affect the ordinary use of the Property; (10)any condition on the Properly that violates any law or ordinance. (Deacribe any exceptlons to(1)-(10)In Paragraph 12 or an addendum,) f� vL/ I 20.NOTICES:All notices between the parties under this contract must be In writing and ere effective when hand-delivered, mailed by certiiled mail return receipt requested, or'sent by facsimlle transmission to the i psthe addresses or facsimile numbers stated in Paragraph I.The parties will send copies of any notices� to e broker representing the party to whom the notices are sent, —` - ilerraiseredrttiertt&1&1etejV s-A fit-Selror�s�e�retalhrddres }ahrt n-f�pa pk-t-. /Ll �" 0 B. Buyer also consents to receive any notices by s-mail at Buyer's e-mail address stated In Paragraph 1. /1? �' 27..related-te-thts-®entr eAl:�Ite-parties-agree-io-negoUafe-fH-goad-#'aIt#t-in-art-e#'ert-is�eseAre spy-dfspdte- ' rtsee-diepetE-eappet-lie-reso{ved by-flettetiaHee-parties�rlit- �dbt�It-the-dlapdte-te-ntedlatirtn-beiere-reaeging-fa-e�Itiat{art-or-IirlgaHetFetad-will-equally-st�ar�e-aesEs-eF (rAR4002)8-1-14 Page 10 of 13 Preiuccduth=1pFarmab)ilpLuy6f0p/pmnq�fltartnad,Froa,AWp,nut�p�.w.,hta.,i�mm ,iolu,on6858 i i 1 3 f h Commercial Contract-Unimproved Property concerning 60.58 Acres Round lock TX a-rntttErai}y-aeeep#ate-rr�ediajer:T-his-paragnapia-stl+�wves-teraa�inatioFl-of-tktis-set�rast.�Tlis-paragrapk�-does not-preclude-a-pag4r-om-seeking-equitable-re4ef=fromi-a-c-ouit-e€-eeMpetent jL-tr-isdietieri. 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 the State of Texas. If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. E B. This contract contains the entire agreement of the parties and may not be changed except in writing. f 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.) IM (1) Property Description Exhibit identified in Paragraph 2; 0 (2) Commercial Contract Financing Addendum (TAR-1.931); Cl (3) Commercial Property Condition Statement(TAR-1408); EI (4) Commercial Contract Addendum for Special Provisions(TAR-1940); U (5.) Notice to Purchaser of Deal Property in a Water District(MUD); ❑ (6) Addendum for Coastal Area Property.(TAR-19'15); ❑ (7) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway(TAR-1916); 14 (8) Information About Brokerage Services (TAR-2501); and 0 (9) special Provisions Addendum (Nolo:Counsel for tike Texas Association of REALTORS@(TAR)has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate commission(TREE)or published by TAR are appropriate for use with this form.) E. Guyer- ❑ tray ❑ +play-not-assign4his-sentFac-t4f-Buyer-assigtis4hi oantraet, Buyer-will-be-relieved cif- ny-€utufe-liabiIfty-undef-tktis-sentraot enly if th assignee-assumes;ie-w�+#ing;all-obligatier s-at�d- lhability-ef-Buyer-uRde:this Genti:aet. 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 of 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 or 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 finatexecution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which Is authorized by law to 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 (TAR-1802)4-1-14 Page 11 of 13 ProducedwIllizifform0byzIpLoilix lUO70 Fifteen Mile Road,Fraser,Michigan 48026 vn�vziolayix.00m Johnson 60.58 CORM clot Contract-Unimproved Property cancorninH GI).&8 Assns Round Roak �'J� recelve water or sewer service. There may be a period required to const uct tines or other racllltles necessary to provide water or sewer service to your property. You are advised to determine if the property is In a certificated area and contact the uHilty service provider to determine the cost that you will be required to pay and theperiod,If any, that fa required to provide water or sewer service to your property,The undersigned purchaser hereby acicnowledges receipt of the foregoing notice ai or before the execution of a binding contract for tha purchase of the real property described in the notice or at closrng of purohase of the reol property."The real property is described In Paragraph 2 of this contract, i D. if the Prppariy adjoins or shares a common boundary with the tidally influenced submerged lands of the i state,§33.135 of the Texas NaturM Resources Cuda requlres a notice Iogarding coastal area property to be included as part of this contract. E If the Property Js located seaward of the Gulf Intracoastal Waterway,961,026,Texas Natural Repources Cade, requires a noticQ regarding the seaward location of the Property to be Included as.pact of this contract. F If the Property is located outside the limits of a mtlniclpailty,the Property may now or later be Included in the extra-territorial jurisdtettan(EPJ)of a munrclpality and may now or later be subject to annexation by the municipsllty, ISOM municipality maintains a map that depicts Its boundaries and EfJ. To l determine if the Propbrty is lacatdd Within a munlelpallty's EfJ, Buyer should contact all inuinitipaiitles located in the general proximity of the Property forfurther informatton, G. Brokers are not qualified to perform properly Inspections, surveys, engineering studies,environmental ! asseepments,or inspectlops to d6tarmine compliance with zoning,govemmentai regulations, or laws; Buyer should seak exports to perform such services: Beyer should review focal building codes, �✓�Lf. `� j ordinances and other appltaoble laws to determiha their effect on the Property. Selection'of exprts, Inspectors,and repaimlen is the responsibility of Buyer and not the broilers,Brokers are hot qualifiedeis Q determine the credo worthiness Of the parties. ��(J\/xj•J� 26.CONT11ACT AS OFFER:The execution of this contract by the first party constitutes ah offer to buy or sell the Praperty.unless the o r pert accepts the offer by 6:00 p.m„in the time zone in wihloh the Property Is �- t located,on ' - a. ----- ,the offer will lapse and become null and vold. 1 READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect,or tax consequences of this document or transaction.CONSULT your attorney BEFORE sfgning. S 7 g S t h (TAR-1002)Mi-t4 Page V of is FruducnlHfCicg7'amglyTrd.opL tpQlOFdloanrllaflo3d,Frppar,pfrr19�14WI6 fNiarFecank.nfn Ja}nuonb9SB F F 1 i GommercialConUaF:t-UnlmpnmrcdPrapQriycanFxrm(nD r;0 &g pc,ra + 7innnC�R�ak, TX AGREEMENT 13ET EEE BROKERS fuse only 1tParugwph 95(9)is e/fecaunj Principal Broker agrees to pay (cooperating Broker)a No when the,Princlpall Broker's fee 1s recelvad.The fee to be paid to Cooperating 0roker will be: 0 $. - ,or El %of the salos price,or © %of the Prinotpal 13roker's fee. E The title compapy is authorized and diracted to pay Cooperating Brakerfrom Plinclpal Brokees fear at closing. This Agreement Between Brokers supersedes any prior offers and agreements for cumpansalion between brokers. Pdadpal0roicer CsopsraQng 8rolcer. k i By By: / ATTORNEYS 9sllor'uallomey: Buyersattome3r Prom rra=w wLULW ma- 1•aon , zl#nY ester F.rnncheator Pinna {(1L3$B"20n 1—}V� 11 Address:__ �s.4o n�x ea th-ggyt Address:2 tau �cl3.srara A'r ti97D� �!''�`f h Pltona t Fax ' phone a fax os.emy 1 -671% r ` ,r );-matt; �T�i �' [�tf (�► p rr�E mail krhazmisoau.ev.clam Seller's attorney requests coples of documents, Buyees attomey requests coples of documents, nail es,and other Informailch: notices,and other Information M The litla companysende-to 6eiler. ® the title company sends to Buyer_ Ulsuyer sends to Seller. 0 Seller sends to Buyer. ESCROW RErEIPT a The title company acknowledges receipt of. EX the contract an this-day (effectfvo date); 013. earnest money in the amount of$ in the form of on C Tule company Address: 7 ST. Phono Fex: z Asci nod ilie number(Gra),D t ? E•muil: x I i 5 P t 3 (TAR-902i¢•1-14 Page 13 of 13 t�aruenu,wizFpFmrt�uyaipiopt:FuurgFlnwrrMmnmu vanW,uaWFµnaana ww�n nHrnm Minton 60.58 a Y This offer has been Signed by the Buyer as Of the dale first written above in this Addendum.- RR Acquiqitions LLC By: 1�21 C, //2 Nmvia' I OtIct R.-Nelsou ---------- Title: Manager This Oifer is accepted by Ilia Sellers as of the latest date Ivrttan below: S&WE-R-fi. st r. Gladys B.Johnson By: Nie`* Nelson A Johnson Title: AlfurneY In Fact for Gladys B.Johnson Date: John D.Johnson By: Name: John D,Jo on Date: Bertha M Keller By: Name: Ber{ha U.�Keffcr� Date: SAW "ILunL*1w'P"'j'L Vau*y 1'�m'115-187 K Add ML 12.H.jj xacppa°az ppp 'o+�'w.i+u�opn ~ •dT'SYAt J9 oaf j. - h 13iS SAr01i 3iZ`d .,p �CCLs°U � N. Sttian[ if- .4SV�Pt �lDCu � �, a aevi }CC 9 � Y L . 1 x op•a' b s7w+u LOOOOY ROISOL S�Z�LLL/9zcz 9ieZtuR p11S5DY rr � - svr9w - SYW a 1bi0f' 17aM� QiCSbIIf � Z JY�$A a N'7:°cisl t W-0• yl VI �, Utvaaa.xa >,L sxpnsyrt awuma+osa } a'07 Oy OS'65 axtam �,, - 7i'7Y MMOf002:-00 M910y 1 A 1°'!13773,4 Y}{Atf]B s� 7V 6SZ'fSl 6781S02! 60OSS08 m �� . M*wx max i•'Ussad u+yn E i e�.mrr�6pgnoo �p f 3 1 / w cm i yL't / iN'901 .t4c° rdR n t.1T'gA. M L Yf(• }.iy 'Ug L Win! '.•u>•w jtep tx wm .I�TtIA'sf7/J d35pr, C axrzs 11 rn'S7'm ® „ w t •w � sY717i! °°yea aan774 QM,, 2 VG,( ay ara \ 1 \ c Z22 yt�/avu �/� I I •�• •A'Sr'..7L 27YTLA•it701Y K - y Q•LTG69SU j mKM iim av irx at,•.aaa app aY n.tS h HS'(r +^ ' ^ .ti''n roam .F r w"rt^�. 9.A9a' =Ct"a ti Sr+Qs7r4 r•p >.LS YYC/mzR Y4Yi 1 -�Lms'm r l 9aOSCN t9wtt app A Po �n i srtssq/70iix L""`�T i b f 1 i �aaix Cdf ell Cy av MY.�crs+ 3 / i; i �1}0!: appy app " 17 sdcosso�u �/3 P .N/�at 1 � � y r a Approved by the Texas Heat Estate Commission for Ualuhtary Use 10-10-11 Texas.law requires all real estate licensees to give the following information about r"a foulm brokerage services to pfa7spec(lve buyers tenants sellers and landlords arraaluian , , 1hf6rmation About Broke age Services BeforeVorking with a real estate..broker, you intermediary. Th'e..written.cfanseht must state who will a shotlld.-know that.'the: duties of a broker tiay the.broker and,in.carispicuous bold or underlined depend.on whom the 'broker represents..If print, set :forth the broker"s. obligations 'as .an* you :.are. a. p(cspectiv.peIIgr. or landlord intermediary:, The broker. fs::recjiftred• o treat each. (owner} or-'a* prospective.buyer'or tenant.(buyer);you party hbriestiy. and fa"iriy.and to. comply with The. 'should know that the broker who lists the property for Texas Real Estate t_icense ACt.:•A broker who acts as sale or lease is;tht3 owner's agerlt.:A broker Who acts an intermediary in a irapsaction' as-a subagent re resents the owner in cooperation k with.the listing.b7er.•A broker:who acts-as a,buyer's (1)..ph4ill.treat all parties hofiestly; agent represents the buyer. A broker may acf as an Intermediary between the parties if the parties consent (2) may.not disclose-that the owner Will accept a In writing: A broker can assist you in locating a price less-than the.asking:price unless authorized in w property, preparing a contract or )ease,.or obtaining wrlling.to do.soby the orner; financing 'without representing you. A broker Is (3) (nay tial disclose that the buyer'will pay a obligated bylaw to treat you honestly.: price greater than the.price,submiited.ln:a written offer unless authorized in writing to do so:bythe buyer;and x -IF THE-BROKER REPRESENTS THE.OWNER: 'The broker..becomes-the` owner's agent by entering (4) (nay not dlsclose any,"cohfdential.lnforrnation t Into an agreement with the*:owner,.usually through a or any information that a party 6pb6lfcally:ln5tructs.the written-.listing agreement, or by:agreeing_to:act as.a brokerlin:writing not.to.disclose:unless I authorized In subagent by accepting an 9ff..eC of subagency f(qM the writing_,to'disclose.the:informat on;or required-to do-so t listing broker.A subagerit may work in.a different real by The TeXas:Real Estate'LlOnse:Act or.a"courtorder estatei.ofrfce,.A listing broker for subagent can.-assist or If the information materially'relates to•the condition .the buyer but.dpes not represitit the..buyer. .and of the property. must place-the interests of.the owher first.-The buyer should not tell the owner's agent anything the buyer With the .parties' •:consent A 4roker acting as::ai4 would not want the 'owner to .know because. an intermediary between•.the -.partles. -may appoint owner's.agent must disclose to the:owner any materialpersgn.who Is licensed under The-Texas Real.Estate informatlon known to.the agent. License. Act. 'and associated;.wlth the. broker to- B commifriicate with and carry.out instructions ..of,one: IF'THE BROKER REPRESENTS THE BUYER: party and another.person who is licensed under,lhat- t The broker becomes the,buyer's ageni.by entering Act'and associated with..the.brolrer to comiituriioate: t Into an agreernen( to. represent. the buyer, usually with and early out instructions of the other patty.. s through a written buyer.representation.agreement. A, buyer's agent can. assist th'e owner but does not if you.choose to have.a,broker..represent your you } _represent the, owner. Arid must place.the interests,of should enter.into a written agreement with:the broker ; the buyer first. The owner should-not tell-a buyer's that clearly establishes"the-:broker's obllgatlons-:and.. f agent anything the owner would not.wtiiil:the buyer to. your.bbligations.The-:agreement should state how and know because a buyer's:agent' ust:dlsclose,.tfa:the by whom the broker wlll.be paid,You have the right to buyer any material information known to the agent. choose the type of representatlori,.if.ariy,yo1i Wish.to.- receive. Your payment of.a fee to.a broker does not 1F THE BROKER ACTS A5 AN INTERMEDIARY: necessarily:establlsh.that Ihe.broker represents.yoU.if A broker"may act'as an'infermedlary between the you have..any-questions.regarding the `duties and parties if,the broker.complies with.The.Texas Real responsibilities of the broker,•you should resolve those Estate License Act.The broker-Must•9btain the written quesilons:before proceeding. consent of.;each party.to the transaction to act-as an 3 Real'estafe licensee asks that you acknowledge recelpt of this information about pfakerage servlees for the licensee's records, i Buyer,Seller,Landlord or Tenant Date i Texas Real Estate erokeis and Salespersons are Ikecsdd and tegulated:by the Texas Real Estate Commission(TREc).:If you have.a questlanorcorpplaint regarding a real.estate licenses,you should Coniact TREC at P.O.Box 12160,Aijsliip,Texas 76717.2166,512=03[:3000(li8p:lMiffl.trec.leKas40 (TAR-2301)i0-10-11 TREC No..OP-X Simmnit Commercial Lrdustriul Propulip,Ire.20.Chishohrl Truil Round ltrxk;'I;X 78681 Phone:(S12)244-9707 Gax: (512)244-9519 lint nines 131 Acre'1'rocf Produced with 2ipFanno by ziptogix 10070 Fifteen Mile Road,Fraser,Michigan 40026 wwu iipl aa1x.com i i a SPECIAL PROVISONS ADDENDUM TO COMMERCIAL CONTRACT— UNIMPROVED PROPERTY This Special Provision 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. Johnson (each a "Seller" and collectively the "Sellers') and is incorporated by reference into the Texas Association of Realtors Commercial Contract -- Unimproved Property to which it is attached (the"Form Offer"). This Addenduwn 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. 1 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 1 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 not take effect until the closing y occurs and if any Entitlements do take effect prior to the closing occurring then if closing shall not occur for any reason except for any Seller's breach of this Offer,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 I the Property including, without limitation, for the negotiation of development agreements, j 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. "s 1 s t T 3 s t 3. Extension of Feasibility 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: 1 I 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 7.13 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. F 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 1 period as extended under Section 3(a) above,the feasibility period will be deemed extended for an additional 90 days and the ISO days inserted in the blank in Section 7.13 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 inoney 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 in Section 7.B of the Form Offer pursuant to Section 3(b),above,will be deemed deleted and replaced with 360 days. b 4 c 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. i 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 t money. At the closing all earnest money that has been deposited or paid over by Buyer under 5 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. l b. In the event the Buyer terminates this Offer pursuant to Section 7.13 of the Form Offer during the Initial Feasibility Period then all the earnest money shall be returned to i 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 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.B of the Form Offer during the second Extension Period$45,000 of the earnest money shall be disbursed to Sellers and$25,000 2 of the earnest money shall be disbursed to Buyer. If the Buyer terminates this Offer under Section 7.13 of the Form Offer during the third Extension Period then $70,000 of the earnest money shall be disbursed to Sellers and $25,000 of the earnest money shall be disbursed to Buyer. In the event this Offer terminates prior to 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 disbursed to Sellers which Sellers will immediately pay over), 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, any earnest money disbursed to Sellers which Sellers will immediately pay over), 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 i 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 y 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. 1 5. 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 feasibility period extension rights under Section 3 above is exercised the date of the closing shall be re-determined based on the new duration of the feasibility period. 4 b. Title Objections. Pr 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 commitment 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 Period. a 5 d 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 thirtieth (30th) day after the expiration of the Cure Period; or (y) the closing date. If Buyer does so a i 3 3 3 3 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, 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 has not been cured by Sellers shall f 3 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 f 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 (15th) day after receipt of the Supplemental Commitment by Buyer. If Sellers commit or promise to cure any objected to title matter in writing then they shall be bound and obligated n 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. t 1 C. Despite anything to the contrary contained herein, the term Permitted Exceptions shall not include (i) any Monetary Liens, (ii) any leases other than Post Closing x 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 premiums, or(iv) any standard title commitment exceptions that can be removed with a survey and payment of additional title insurance premiums. "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 x use of the Property by the Buyer after Closing),fixture filing,broker lien,or any other monetary lien or collateral security document. The Buyer need not object under Section 6(a) of this Addendum to any Monetary Liens or any matter described in Section 6(c)(H), (iii),or(iv)of this 3 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. 1 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 1 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 i a 4 S a F 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 shall 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 such proration shall be final and binding on the parties hereto. Buyer, and not Sellers,shall pay any and all rollback real estate taxes, special assessments,standby fees, road assessments,or any other such tax, fee, or imposition,which arise after closing. 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. 1 Y 8. Special Warranty Deed. The special warranty deed delivered by Sellers at the closing shall include a warranty that the Property is conveyed flee and clear of all liens andr z 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 7 third and fourth sentences of Section 10(C)of the Form Offer are hereby deleted. i 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, 1 h (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(e) 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 date hereof enter into additional leases affecting the Property provided that all such leases are in writing,all such leases are solely for agricultural t 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 the Buyer to any such leases which consent Buyer will not unreasonably withhold, condition, or delay; provided, 3 however, Buyer's consent is not required as to any agricultural leases for one year or less (after giving effect to all 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 E 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 makes for the Property while this Offer is in effect. All leases made i by Sellers while this Offer is in effect shall be in writing. 5 t 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: 1 a. Execute and deliver an Affidavits and Indemnity as to Debts, Liens, and Possession on a customary form indicating there are no unpaid debts for fixtures, equipment, or improvements relating to the Property; no construction liens or construction lien rights affecting the Property;no unpaid labor and materials used in the construction on the Property;no leases or parties in possession affecting the Property other than Permitted Leases and tenants under Permitted Leases; and no purchase contracts for the Property or contracts to sell the Property. 1 b. Execute and deliver such other affidavits and certificates as are required so that the title company can remove the title exception on the title commitment for mechanics liens, construction liens, and/or material suppliers liens and the general exception for tenants in possession but which affidavit may disclose any applicable Post Closing Leases. i C, Deliver fully executed releases of all Lien Documents which are needed r 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. 1 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 x to the Property. 7 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 take the actions otherwise required of it at the closing are subject to and conditioned upon the satisfaction of each of the following conditions precedent listed below. t 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. 1 3 b. Each Seller shall have materially complied with all its other obligations to be performed at or prior to the closing. x C. The representations and warranties of the Sellers in this Offer shall have 4 been true and correct at the time made. j 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 terminate this Offer. t 3 s 6 i s 3 a i 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 this Offer the Sellers will provide a true and correct copy of the power of attorney which authorizes Nelson D. Johnson 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 1 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 r which 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. 4 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 n consistent with past practices. C. Contracts. Not enter into any service contract or other contract or agreement relating to the Property other than leases made under and in accordance with Section 9 of this Addendum and contracts for routine maintenance which can be terminated without F penalty by either parry on no more than 30 days advance written notice. ? d. Amendments. Not enter into any amendment or modification to any Z lease,easement,service contract or other contract or agreement relating to the Property. C. 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 the 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 Buffer. Until the earlier of the Closing or 'the termination of this Agreement, each Seller shall notify Buyer in writing promptly upon learning or receiving notice of any of the following events and shall promptly provide copies to Buyer of notices and documents relating to any of the following: k a. Any event, transaction, or occurrence prior to Closing that could materially and adversely affect any of the Property, other than events or occurrences caused by Buyer or its agents or contractors. b. Any fact or event that would cause any Seller to be in violation of any of 1 i 7 + e a 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. s e. Any pending or threatened litigation that affects any of the Property or that could affect the transaction contemplated hereby. E 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 f the assessment or reassessment of the Property or any notice of improvements the cost of which may be assessed against the Property. i h. Any enforcement, clean-up, removal or other governmental or regulatory s' enforcement action concerning the Property which is instituted,completed or threatened. v w 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, famishing 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. i 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. if a 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 i 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 t 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 in breach of this Offer and s 1 S t[i } i 3 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 1 respect to Buyer's obligations at the closing. The Sellers may not terminate this Offer other than pursuant to an express provision of this Offer. f 9 b. The parties agree that the limited remedy provided in this Section 16 is a 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. 17. Liability Limitation. The Buyer shall have no liability under the Offer, including without limitation Section 7.C(3) of the Form Offer, for any environmental,hazardous material, soil, wetland, historical, archeological, or other condition on the Property which Buyer or any of its agents or contractors discovers in connection with this Offer so long as such condition is not actually created or caused by Buyer,its agents,or contractors. s { 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. 3 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 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 assignment of this Offer by Buyer shall not serve to release Buyer from its obligations under this Offer. 1 • 20. Closing Statement. If any errors or omissions are made at closing with regard to 1 the preparation of the closing statement, the terms and conditions of other closing documents or the failure to have executed and delivered a document or instrument called for by the Offer, Sellers and Buyer shall 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. 3 1 21. Miscellaneous. The words "Seller may terminate" in Section 5(A) of the Form Offer are hereby deleted. The last 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 concerning 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. With respect to d 9 t s s Section 19.B. of the Forn1 Offer, Sellers jointly and severally represent and warrant to Buyer on the acceptance date and again on the closing date that they are not aware of any of the matters or issues listed in items (1)-(10) of Section 19.B. Sellers and Buyer agree that by signing below on this Addendum they are agreeing to be bound to the terms of the Form Offer and this Addendurn and that no actual signatures or initials are required on the Form Offer. 22. Brokers. All commissions and/or fees owed by any party to any of the brokers listed in Section 9 of the Form Offer in connection with the transactions contemplated by this Offer shall be the sole responsibility of the Sellers and the Sellers shall promptly pay any and all such 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 obligations of each other Seller under this Offer. A breach of the terms of this Offer by any n 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 E any Seller of any amount owed by Buyer under this Offer to Sellers shall be deemed payment to s all Sellers. 3 3 24. Sales Price. Despite anything in Section 3 of the Form Offer to the contrary,the sales price paid at closing will be the sales price determined under Section 33 of the Form Offer rather than the price shown in Section 3.A of the Form Offer. 25. Mineral Rights. { x S a. Effective as of the closing Sellers reserve from the Property fifty percent 3 (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 g 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, { i including all minerals considered to be part of the surface estate, including, without limitation, building stone, sand and gravel, rock, bed rock, soil, limestone, caliche, surface shale, near surface lignite, iron and coal. Sellers further agree that excluded from 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 t rights reserved hereby or otherwise owned by any Seller. Sellers further covenant that from and after the closing each Seller shall not (i) interfere with the use of the Property by the Buyer or Buyer's successors, assigns, contractors, or tenants; (ii) cause any tremors or seismic disturbances of the Property or the Surface Estate; (iii) cause or create any noise that can--be } heard on the Property; or (iv) damage, disturb or cause subsidence of, or impair the subjacent or lateral support for all or any part of the Surface Estate of the Property or any improvements, fixtures, equipment, furnishings, or personal property now or hereafter thereon, in connection a i i 10 i f 1 with the development or extraction of any oil, gas, or other minerals. Any and all oil and gas extraction conducted by any Seller shall be at the sole cost and expense of the Sellers and shall be conducted in a lien free manner in accordance with all applicable laws by Sellers. b. Sellers shall jointly and severally indemnify, defend, reimburse, and hold harmless the Buyer and the Buyer's agents, contractors, guests, invitees, successors, assigns, 3 transferees,mortgagees,lenders,employees,parents,subsidiaries,officers,members, and tenants (collectively with Buyer the "Buyer Indemnitees") for from and against any and all losses, damages, costs, fees, expenses (including reasonable attorney fees), claims, suits, and/or proceedings brought against,incurred by,paid by,or charged to any Buyer Indemnitees due to or arising from, directly or indirectly, (i) any conflict, disagreement, or dispute arising between or n among the Sellers with respect to the rights of Sellers under Section 25(a), (ii) any breach by any Seller of its obligations under Section 25(a), (iii) any oil, gas, or mineral exploration, extraction, or development relating to the Property,or(iv)any damage to the Property,the Surface Estate of the Property, or any improvements or personal property now or hereafter constructed or located upon the Property arising from or in connection with the rights of Sellers under Section 25(a). c. The rights of the Sellers under this Section 25 from and after the closing will be subordinate to the rights of any Encumbrance Holders including, without limitation,any Encumbrance Holders existing at any time in the future. At closing each Seller will execute,in a form reasonably required by Buyer,a full written subordination of its rights under this Section 25 to the rights of any Encumbrance Holders including, without limitation any Encumbrance Holders existing at any time in the future(the "Subordination Agreement"). The Subordination Agreement will provide that it is enforceable by any Encumbrance Holders including, without limitation any Encumbrance Holders existing at any time in the future and that the subordination contained in the Subordination Agreement is automatic and does not require any additional action of any person or entity to take effect. From and after the closing the Sellers shall execute subordination documents evidencing the subordination described above upon request by the a Buyer. In addition from and after the closing the Sellers would agree to execute reasonable # estoppel certificates as requested by the Buyer from time to time with respect to the terms of this Section 25. The rights of the Sellers under this Section 25 are personal and non-transferrable and non-assignable. If any Seller breaches the terms of this Section 25 then the Buyer shall have the right to terminate the rights of all Sellers under this Section 25 by giving written notice to Sellers in which case termination shall be effective upon the sending of such notice to Sellers. Within 10 business days after the date hereof the Sellers shall deliver to Buyer any and all documents in the possession or control of any Seller relating to oil, gas, or other minerals on or within the Property. The term"Encumbrance Holders"includes each actual or prospective mortgagee of all or part of the Property, each actual or prospective holder of any deed of trust on all or part of the Property, each actual or prospective holder of an easement in all or any part of the Property,any utility companies, any municipalities, any governmental authorities or entities, each actual or prospective licensee of all or any part of the Property,and each actual or prospective tenant of all or any part of the Property. Sellers agree that the signature of any one Seller on any agreement or other instrument made or executed (or to be made or executed) under or in connection with . this Offer (including, without limitation, any deed, Subordination Agreement, or other subordination document contemplated by this Section 25)is binding on all Sellers as though each Seller had executed any such agreement or instrument. I �1 3 i B 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 Alternate Parcel solely for the purpose of extracting water from Brushy Creek 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 Permit Transferee the a Sellers must obtain, at the time the Water Permit is transferred, the signed written agreement (which must be enforceable by Buyer) from such Water Pennit Transferee that such Water Permit Transferee will not enter upon or use the Property in any way (including, without limitation, for the extraction or transportation of water) ("Transferee Agreement"). Sellers will H 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 the 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 the 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, and will cause each Water Permit Transferee not to, exercise any rights under the Water Permit with respect to the Property. Each Seller shall not, and will cause each Water Permit Transferee not to, 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 exercise of r 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. E 12-3751 issued on February 28, 1985 by the Texas Water Commission. Sellers jointly and severally represent and warrant to Buyer as of the effective date and again as of the closing date that(x)the Sellers are the sole owners of the Water Permit and that no other persons or entities x (other than the Texas Water Commission) have any rights in or to the Water Permit; and (y) Sellers are the sole owners of all water rights with respect to the Property and no Seller has a' 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 the closing date. Within three(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 any 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. t [Signature Page Follows] a 12 i This Offer has been signed by the Buyer as of the date first written above in this Addendum: z 3 i BUYER: KR Acquisitions LLC By: Name: Todd R.Nelson P Title: Manager a i This Offer is accepted by the Sellers as of the latest date written below: SELLERS: 4 E Gladys B. Johnson 1 3 By: Name: Nelson D.Johnson Title: Attorney In Fact for Gladys B. Johnson Date: K G John D.Johnson Y By: Name: John D. Johnson Date: z i Bertha M.Keller I S8 F d { By: Name: Bertha M.Keller Date: 1 9 0 a 13 z G i 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. All material documents related to the status or condition of the Property. 4. All 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 a C. environmental d. boundary surveys or other land surveys e. zoning f. title insurance policies or title abstracts g. and other similar studies r 9 4 xA i S C fF�FCC S 3 4 3 i f�f G E t e J s 14 f 2 V W w A � Q o O ca W � u W FIRST AMENDMENT TO COMMERCIAL CONTRACT—UNIMPROVED PROPERTY This First Amendment to Commercial Contract— Unimproved Property ("Amendment") is made and entered into as of the 21St 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 — Unimproved Property for the property located in Williamson County, Texas having tax parcel numbers R051819 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 (the "Addendum" and the Offer and Addendum together are collectively the "Agreement"). The Sellers and Buyer wish to amend the terms and provisions of the Agreement as set forth below. NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises herein contained, and for other good and valuable consideration, the 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, 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 not apply to this Offer or to the deed delivered by Sellers at closing or to any instruments or documents of closing made, delivered, or executed in connection with this Offer by any party." (b) On the page of the Agreement that contains the heading "SCHEDULE 1 TO THE ADDENDUM" the term "SCHEDULE 1" is deleted from the phrase "SCHEDULE 1 TO THE ADDENDUM"and is replaced with"EXHIBIT B". I (c) Wherever the name "Bertha Johnson 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 between them by electronic mail in .pdf format or facsimile machine. The parties intend that .pdf or faxed signatures constitute original signatures and that a .pdf or faxed agreement containing the signatures (original, .pdf or faxed) of all the parties is binding on the parties. [SIGNATURES NEXT PAGE FOLLOWING] 2 Jan 141608:08a Keller 8`' 193033 p.1 LN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date and agree to be bound by all provisions of this Amendment. SELLERS: BUYER: ISR.ACQUISMONS LLC Al $y, ' Bertha M.Keller Name: Dated: Title: Dated: John D.Johnson Dated: Gladys B,Johnson: $y: Nelson D.Johnson Title: Attorney in Fact for Gladys B.Johnson Dated: 3 i IN WITNESS WHEREOF,the parties have executed this Amendment as of the E fectiis9 Date and agree to be bound by all provisions of this Amendmem SELLERS: BUYER KR ACQUISITIONS.LLC Bertha M.Keller Name: Title: Dated.: ( Q Dated: John D_Johnson Dated: 111,2-1 A?e) Gladys B.Johnson: Bv: Nelson D.Johnson Title: Attornev in Fact for Gladys B.Johnson Dated: z Buddy Johnson Audionner 512-882-4419 p.4 i' uL�utLlol••EI strric�anJ 1:7r..I uI ,tauaal7\' :olll.l. uasugoi••CI ul7siaN :ASI atosLnlLip•�s,ihulr� uosuLinl•'Cl unci• MURIN 171ia�1 LnJ Rti,m f] .]'I`I S1�lU1.I.ISll1l7.�1�.71?I ivaut}7uolu��step JL7 sut7ls!.ao.Id IJV.Sq 1XIMILl aq 01 I7ttts olrn �nl1a?f,f l -Mil.10 sl: 1LILILLI}7U.ILLIV '.,ILII I7allha\� a.tiltLl sollmd aLlt '�0 2[ 7}IA1 SSiIAlLIA1 ISI IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date and agree to be bound by all provisions of this Amendment. SELLERS: BUYER: KR ACQUISITIONS LLC By: L Bertha M.Keller Name: -•G SU-- Title: �'� Dated: Dated: )Z-Z-2— John D. Johnson Dated: Gladys B.Johnson: By: Nelson D.Johnson Title: Attorney in Fact for Gladys B.Johnson Dated: 3 EXHIBIT D LEGAL DESCRIPTION OF THE LAND [Attached hereto] 350.237 ACRES FN. NO. 16-341 (MJR) LAND SEPTEMBER 13, 2016 DESCRIPTIONS FILE NO. 222010482 DESCRIPTION OF A 350.237 ACRE TRACT OF LAND OUT OF THE P.A. HOLDER SURVEY, ABSTRACT NO 297 SITUATED IN THE CITY OF ROUND ROCK, WILLIAMSON COUNTY, TEXAS BEING A PORTION OF THE REMAINDER OF THAT CERTAIN 157 .385 ACRE TRACT OF LAND CONVEYED TO BISON TRACT 79, LTD. BY DEED OF RECORD IN DOCUMENT NO. 2007049657 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS; ALL OF THAT CERTAIN 60.58 ACRE TRACT OF LAND CONVEYED TO ERNEST NELSON JOHNSON, JOHN DAVID JOHNSON AND BERTHA MARIE JOHNSON KELLER BY DEED OF RECORD IN DOCUMENT NO. 2003035323 OF SAID OFFICIAL PUBLIC RECORDS, SAME BEING ALL OF LOT 9 OF THE SWENSON SUBDIVISION, OF RECORD IN VOLUME 13, PAGE 119 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS; ALL OF THAT CERTAIN 155. 589 ACRE TRACT OF LAND CONVEYED TO KEITH KRIENKE AND MARK MEREDITH BY DEED OF RECORD IN DOCUMENT NO. .2.006113854 OF SAID OFFICIAL PUBLIC RECORDS, SAME BEING CONVEYED TO GREGORY CARTER BY DEED OF RECORD IN DOCUMENT NO. 2010072268 OF SAID OFFICIAL PUBLIC RECORDS; SAID 350.237 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED IN FOUR PARTS BY METES AND BOUNDS AS FOLLOWS: PART 1 - 335.795 ACRES BEGINNING, at a 5/8-inch iron rod found in the southerly right-of- way line of the Union Pacific Railroad (100' R.O.W. ) being the northeasterly corner of said 157.385-acre tract, also being the northwesterly corner of said 155.589-acre tract; THENCE, N63037128"E, leaving the northeasterly corner of said 157. 385 acre tract, along the southerly right-of-way line of the Union Pacific Railroad, for a portion of the northerly line hereof, a distance of 2864 . 50 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found at -the northwesterly corner of Lot 1, Block A of Final Plat of Brushy Creek Regional Wastewater Treatment Plant, a subdivision of record in Document No. 2007067173 of said Official Public Records, being the northeasterly corner of said 155.589 acre tract and hereof; THENCE, leaving the southerly right-of-way line of the Union Pacific Railroad, along the common line of said Lot 1 and said 155. 589-acre tract, for the easterly line hereof, the following six (6) courses and distances: 1) S26012' 00"E, a distance of 49. 99 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found; 2) N6304110611E, a distance of 81.63 feet to a 1/2-inch iron rod with illegible cap found; FN. NO. 16-341 (MJR) SEPTEMBER 13, 2016 PAGE 2 OF 10 3) S03033' 52"E, a distance of 1695. 07 feet to a 1/2-inch iron rod with "LCRA" cap found; 4) N58053 ' 53"E, a distance of 362. 51 feet to a 1/2-inch iron rod with "LCRA" cap found; 5) N58035' 13"E, a distance of 245. 00 feet to a 1/2-inch iron rod with "LCRA" cap found; 6) S02028 ' 32"E, passing at a distance of 387 . 44 feet, a 1/2-inch iron rod with "SURVCON INC" cap found, and continuing for a total distance of 463.04 feet to a point in the center of Brushy Creek, being in the northerly line of Lot 59, Block F of Final Plat of Freeman Park Subdivision Phase I, of record in Document No. 2015010846 of said Official Public Records, also being the most southerly southwesterly corner of said Lot 1, for the southeasterly corner hereof; THENCE, leaving the most southerly southwesterly corner of said Lot 1, along or near the center of Brushy Creek, with the northerly line of said Lot 59; the northerly line of Lot 26, Block B of Lake Forest III, Vill-age III Revised, a subdivision of record in Document No. 2004095851 of said Official Public Records; the northerly line of Lot 43, Block E of Final Plat of Sonoma Section 9, a subdivision of record in Document No. 2004021881 of said Official Public Records; and the northerly line of Lot 46, Block F of Final Plat of Sonoma Section 11, a subdivision of record in Document No. 2005000171 of said Official Public Records for a portion of the southerly line hereof, the following twenty-three (23) courses and distances: 1) S71058101"W, a distance of 59. 92 feet to an angle point; 2) S66040111"W, a distance of 90.58 feet to an angle point; 3) S49032125"W, a distance of 78 .88 feet to an angle point; 4) S4004713911W, a distance of 82.04 feet to an angle point; 5) S23037 '20"W, a distance of 81.79 feet to an angle point; 6) S28052 ' 04"W, a distance of 110.18 feet to an angle point; 7) S36012'52"W, a distance of 282.02 feet to an angle point; 8) S38003124"W, a distance of 84.64 feet to an angle point; 9) S47037112"W, a distance of 329.19 feet to an angle point; 10) S15°41' 16"E, a distance of 184.53 feet to an angle point; 11) S07027139"E, a distance of 150.82 feet to an angle point; FN. NO. 16-341 (MJR) SEPTEMBER 13, 2016 PAGE 3 OF 10 12) S03049127"W, a distance of 142.77 feet to an angle point; 13) S2101810611W, a distance of 94.11 feet to an angle point; 14) S44°1210111W, a distance of 165.58 feet to an angle point; 15) S69°51149"W, a distance of 215.14 feet to an angle point; 16) S45°25149"W, a distance of 111.25 feet to an angle point; 17) S26°29136"W, a distance of 94 .25 feet to an angle point; 18) S31048100"W, a distance of 125. 62 feet to an angle point; 1.9) S51°58120"W, a distance of 230. 16 feet to an angle point; 20) S61°55126"W, a distance of 477.59 feet to an angle point; 21) S54023153"W, a distance of 144.42 feet to an angle point; 22) S40°2856"W, a distance of 383.47 feel, to an angle point; 23) S42°15133"W, a distance of 108. 54 feet to the southeasterly corner of said 60.58-acre tract, for an angle point hereof; THENCE, leaving the westerly line of said 155.589-acre tract, along or near the center of Brushy Creek, with the northerly line of Lot 46 of said Sonoma Section 11 and the northerly line of Lot 46, Block F of Final Plat of Sonoma Section 12, a subdivision of record in Document No. 2005000358 of said Official Public Records for a. portion of the southerly line hereof, the following five (5) courses and distances: 1) S42015133"W, a distance of 148.42 feet to an angle point; 2) S80051' 11"W, a distance of 301.01 feet to an angle point; 3) S83008153"W, a distance of 200.01 feet to an angle point; 4) S67032104"W, a distance of 132.76 feet to an angle point; 5) S62026147"W, a distance of 141 .77 feet to the southeasterly corner of said 157.385-acre tract, being the southwesterly corner of said 60.58-acre tract, for an angle point hereof; THENCE, leaving the southwesterly corner of said 60.58-acre tract, along the approximate center of Brushy Creek, with the northerly line of said Lot 46 and in part along the northerly line of that certain 1.764-acre tract of land conveyed to the City of Round Rock by deed of record in Document No. 2013056475 of said Official Public Records, for the southerly line hereof, the following four (4) courses and distances: FN. NO. 16-341 (MJR) SEPTEMBER 13, 2016 PAGE 4 OF 10 1) S70010109"W, a distance of 138. 30 feet to an angle point; 2) S58052142"W, a distance of 700.00 feet to an angle point; 3) S67052'42"W, a distance of 240.00 feet to an angle point; 4) S53004142"W, a distance of 132.01 feet to a point in the easterly right-of-way line of Kenney Fort Boulevard (R.O.W. Varies) for the southwesterly corner hereof; THENCE, leaving the approximate center of Brushy Creek and the northerly line of said 1. 764-acre tract, along the easterly right- of-way line of Kenney Fort Boulevard, for a portion of the westerly line hereof, the following nine (9) courses and distances: 1) NO3027114"W, passing at a distance of 100.00 feet, a 1/2-inch iron rod with "BURY" cap set for reference, and continuing for a total distance of 492. 81 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found; 2) N85058' 17"E, a distance of 58.16 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found; 3) NO3026' 15"W, a distance of 243. 69 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found; 4) N19°10' 44"W, a distance of 376. 64 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found; 5) N26°22 ' 35"W, a distance of 1454. 98 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found; 6) N2204712611W, a distance of 160.27 feet -to a 1/2-inch iron rod with "Baker Aicklen" cap found; 7) N26°23' 34"W, a distance of 114.86 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found; 8) N23012113"W, a distance of 254.74 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found; 9) NO2018129"W, a distance of 323.01 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found at the intersection of the easterly right-of-way line of Kenney Fort Boulevard and the southerly right-of-way line of the Union Pacific Railroad, being in the northerly line of said 157.385-acre tract, for the northwesterly corner hereof; FN. NO. 16-341 (MJR) SEPTEMBER 13, 2016 PAGE 5 OF 10 THENCE, N63036145"E, leaving the easterly right-of-way line of Kenney Fort Boulevard, along the southerly right-of-way line of the Union Pacific Railroad, being the northerly line of said 157 . 385- acre tract for the northerly line hereof, a distance of 2121.63 feet to the POINT OF BEGINNING, containing an area of 338.795 acres (14, 627,230 square feet) of land, more or less, SAVE AND EXCEPT THEREFROM THE FOLLOWING TRACT OF LAND: LOT 1, OF THE BERTIL TELANDER SUBDIVISION, OF RECORD IN CABINET H, SLIDE 126 OF THE PLAT RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID LOT 1 BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING, at a 5/8-inch iron rod found in the southerly right-of- way line of the Union Pacific Railroad (100' R.O.W. ) being the northwesterly corner of said 176.78-acre tract of land and also being the northeasterly corner of said 157 .385-acre tract; THENCE, S02010129"E, leaving the southerly right-of-way line of the Union Pacific Railroad, along the common line of said 157 .385-acre tract and said 176.78-acre tract, a distance of 305.90 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found for an angle point in said common line; THENCE, S84058111"W, leaving the westerly line of said 176.78-acre tract, over and across said 157. 385-acre tract, a distance of 31. 42 feet to a 1/2-inch iron rod found for the POINT OF BEGINNING, being the northeasterly corner of said Lot 1 and hereof; THENCE, along the exterior lines of said Lot 1, the following four (4) courses and distances: 1) S02004150"E, a distance of 255.76 feet to a 1/2-inch iron rod found for the southeasterly corner hereof; 2) S87058100"W, a distance of 255. 61 feet to a 1/2-inch iron rod found for the southwesterly corner hereof; 3) NO200248"W, a distance of 255.58 feet to a 1/2-inch iron rod found for the northwesterly corner hereof; 4) N87055135"E, a distance of 255.46 feet to the POINT OF BEGINNING, containing an area of 1.500 acres (65, 334 square feet) of land. ALSO SAVE AND EXCEPT THEREFROM THE FOLLOWING TRACT OF LAND: THAT CERTAIN 1.50 ACRE TRACT OF LAND CONVEYED TO KEITH KRIENKE AND LAURA RINEHART KRIENKE BY DEED OF RECORD IN DOCUMENT NO. 2006074399 OF SAID OFFICIAL PUBLIC RECORDS, TEXAS; SAID 1.50 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: FN. NO. 16-341 (MJR) SEPTEMBER 13, 2016 PAGE 6 OF 10 COI=NCING, a 1/2-inch iron rod with "Baker Aicklen" cap found in the southerly right-of-way line of the Union Pacific Railroad for the northwesterly corner of Lot 1, Block A of said Final Plat of Brushy Creek Regional Wastewater Treatment Plant of record, being the northeasterly corner of said 155. 589-acre tract; THENCE, S26012100"E, leaving the southerly right-of-way line of the Union Pacific Railroad, along the common line of said 155. 589-acre tract and said Lot 1, a distance of: 49. 99 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found; THENCE, S03034149"E, leaving the westerly line of said Lot 1, over and across said 155.589-acre tract, a distance of 291.32 feet to a 1/2-inch iron rod with "Stan Coalter" cap found for the POINT OF BEGINNING, being the northeasterly corner of said 1.50-acre tract and hereof; THENCE, along the exterior lines of said 1. 50-acre tract for the exterior lines hereof, the following four (4) courses and distances: 1) S03034149"E, a distance of 298. 62 feet to a 1/2-inch iron rod with "Stan Coalter" cap found for the southeasterly corner hereof; 2) S74024152"W, a distance of 244. 97 feet to a 1/2-inch iron rod with "Stan Coalter" cap found for the southwesterly corner hereof; 3) N06037 '52"E, a distance of 340. 30 feet to a 1/2-inch iron rod with "Stan Coalter" cap found for the northwesterly corner hereof; 4) N81044134"E, a distance of 179. 89 feet to the POINT OF BEGINNING, containing an area of 1. 500 acres (65, 357 square feet) of land, leaving a TOTAL NET AREA OF 335.795 ACRES (15,256,308 square feet) of land, more or less, within these metes and bounds. PART 2 - 0.037 ACRES BEGINNING, at a 1/2-inch iron rod with "Baker Aicklen" cap found in the westerly right-of-way line of Kenney Fort Boulevard (R.O.W. Varies) , being in the common line of said 157. 385-acre tract and that certain 107. 17-acre tract of land conveyed to John Bolt Harris, Et. Al. by deed of record in Volume 2372, Page 112 of said Official Public Records and to The Hickox Family Living Trust by deed of record in Document No. 2006053683 of said Official Public Records, for the northwesterly corner hereof; FN. NO. 16-341 (MJR) SEPTEMBER 13, 2016 PAGE 7 OF 10 THENCE, S28042141"E, leaving the easterly line of said 107.17-acre tract, along the westerly right-of-way line of Kenney Fort Boulevard for the northerly line hereof, a distance of 59.01 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found for the northerly corner of that certain 0. 158-acre tract of land conveyed to the City of Round Rock by . deed of record in Document No. 2011041098 of said Official Public Records for the northeasterly corner hereof; THENCE, leaving the westerly right-of-way line of Kenney Fort Boulevard, with the northerly line of said 0. 158-acre tract for the easterly and southerly lines hereof, the following two (2) courses and distances: 1) SlV 26' 31"W, a distance of 55. 47 feet to a 1/2-inch iron rod with "SAM" cap found for the southeasterly corner hereof; 2) S63037108"W, a distance of 8.52 feet to a 1/2-inch iron rod with "BURY" cap set in the common line of said 107.17-acre tract and said 157. 385-acre tract for the southwesterly corner hereof from which, a 1/2-inch iron rod with "SAM" cap found for the apparent northwesterly corner of said 0.158-acre tract as found bears, N76°15130"E, a distance of 0. 67 feet; THENCE, NO2009144"W, leaving the northerly line of said 0.158-acre tract, along the common line of said 107. 17-acre tract and said 157.385-acre tract for the westerly line hereof, a distance of 108.54 feet to the POINT OF BEGINNING, containing an area of 0.037 acres (1, 602 square feet) of land, more or less, within these metes and bounds. PART 3 - 4.609 ACRES COMMENCING, at a 1/2-inch iron rod with "Baker Aicklen" cap found in the westerly right-of-way line of Kenney Fort Boulevard (R.O.W. Varies) , being in the common line of said 157.385-acre tract and that certain 107 .17-acre tract of land conveyed to John Bolt Harris, Et. Al. by deed of record in Volume 2372, Page 112 of said Official Public Records and to The Hickox Family Living Trust by deed of record in Document No. 2006053683 of said Official Public Records, for the northwesterly corner hereof; THENCE, S0200914411E, leaving the westerly right-of-way line of Kenney Fort Boulevard, along the common line of said 107.17 acre tract and said 157.385 acre tract, a distance of 196.31 feet to a 1/2-inch iron rod with "BURY" cap set in the southerly line of that certain 0. 158 acre tract of land conveyed to the City of Round Rock by deed of record in Document No. 2011041098 of said Official Public Records for the POINT OF BEGINNING, being the northwesterly corner hereof from which, a 1/2-inch iron rod with "SAM" cap found for the apparent southwesterly corner of said 0. 158 acre tract as found bears, N63°02114"E, a distance of 0.70 feet; FN. NO. 16-341 (MJR) SEPTEMBER 13, 2016 PAGE 8 OF 10 THENCE, leaving the easterly line of said 107.17-acre tract, with the southerly line of said 0.158-acre tract for the northerly line hereof, the following two (2) courses and distances: 1) N63°33151"E, a distance of 47.01 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found; 2) S71°12155"E, a distance of 56. 50 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found in the westerly right-of-way line of Kenney Fort Boulevard, being the southeasterly corner of said 0.158-acre tract, for the northeasterly corner hereof; THENCE, S26022' 11"E, leaving the southeasterly corner of said 0. 158-acre tract, over and across said 157.385-acre tract, along the westerly right-of-way line of Kenney Fort Boulevard for the easterly line hereof, a distance of 695. 06 feet L-o a 1/2-inch iron rod found for the northeasterly corner of that certain 0.864-acre tract of land conveyed to the City of Round Rock by deed of record in Document No. 2011041098 of said Official Public Records for the southeasterly corner hereof; THENCE, leaving the westerly right-of-way line of Kenney Fort Boulevard, with the northerly line of said 0. 864-acre tract for the southerly line hereof, the following two (2) courses and distances: 1) S18036'13"W, a distance of 56. 47 feet to a 1/2-inch iron rod found; 2) S63036' 13"W, a distance of 395.45 feet to a 1/2-inch iron rod with "BURY " cap set in the common line of said 107 .17-acre tract and said 157.385-acre tract for the southwesterly corner hereof from which, a 1/2-inch iron rod found for the apparent northwesterly corner of said 0.864-acre tract as found bears, N58°21123"E, a distance of 1. 69 feet; THENCE, NO2009144"W, leaving the northerly line of said 0. 864-acre tract, along the common line of said 107.17-acre tract and said 157.385-acre tract for the westerly line hereof, a distance of 849. 94 feet to the POINT OF BEGINNING, containing an area of 4.609 acres ' (200,777 square feet) of land, more or less, within these metes and bounds. PART 4 - 9.796 ACRES COMMENCING, at a 1/2-inch iron rod with "Baker Aicklen" cap found in the westerly right-of-way line of Kenney Fort Boulevard (R.O.W. Varies) , being in the common line of said 157.385-acre tract and that certain 107.17-acre tract of land conveyed to John Bolt Harris, Et. Al. by deed of record in Volume 2372, Page 112 of said Official Public Records and to The Hickox Family Living Trust by deed of record in Document No. 2006053683 of said Official Public Records, for the northwesterly corner hereof; FN. NO. 16-341 (MJR) SEPTEMBER 13, 2016 PAGE 9 OF 10 THENCE, S02009' 44"E, leaving the westerly right-of-way line of Kenney Fort Boulevard, along the common line of said 107.17 acre tract and said 157 . 385 acre tract, a distance of 1133.82 feet to a 1/2-inch iron rod with "BURY" cap set in the southerly line of that certain 0. 864 acre tract of land conveyed to the City of Round Rock by deed of record in Document No. 2011041098 of said Official Public Records for the POINT OF BEGINNING, being the northwesterly corner hereof from which, a 1/2-inch iron rod with "SAM" cap found for the apparent southwesterly corner of said 0.864 acre tract as found bears, N62'52 ' 19"E, a distance of 1. 77 feet; THENCE, leaving the easterly line of said 107. 17-acre tract, with the southerly line of said 0.864-acre tract for the northerly line hereof, the following two (2) courses and distances: 1) N63036157"E, a distance of 431.40 feet to a 1/2-inch iron rod found; 2) S7102738"E, a distance of 56. 40 feet to a 1/2-inch iron rod with "Bakes_ Aicklen" cap found in the westerly right-of-way line of Kenney Fort Boulevard, being the southeasterly corner of said 0. 864-acre tract, for the northeasterly corner hereof; THENCE, leaving the southeasterly corner of said 0.864-acre tract, along the westerly right-of-way line of Kenney Fort Boulevard for the easterly line hereof, the following four (4) courses and distances: 1) S26022109"E, a distance of 250.82 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found at the point of curvature of a non-tangent curve to the right; 2) Along said non-tangent curve to the right, having a radius of 1441. 72 feet, a central angle of 12°09139", an arc length of 306. 00 feet, and a chord which bears, S21°15' 08"E, a distance of 305. 42 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found at the end of said curve; 3) S00008116"E, a distance of 360.25 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found; 4) S16010146"W, a distance of 165. 87 feet to a 1/2-inch iron rod with "SAM" cap found for the most northerly northeasterly corner of that certain 12.1-acre tract of land conveyed to the City of Round Rock by deed of record in Document No. 2013049009 of said Official Public Records for the southeasterly corner hereof; FN. NO. 16-341 (MJR) SEPTEMBER 13, 2016 PAGE 10 OF 10 THENCE, S88041' 51"W, leaving the westerly right-of-way line of Kenney Fort Boulevard, along the northerly line of said 12.1-acre tract for the southerly line hereof, a distance of 267. 19 feet to a 1/2-inch iron rod with "Baker Aicklen" cap found in the easterly line of that certain 4 .42-acre tract of land conveyed to Thomas P. Elrod Et. Ux. By deed of record in Document No. 1813, Page 540 of said Official Public Records, being the westerly line of said 157. 385-acre tract, also being the most northerly northwesterly corner of said 12. 1-acre tract for the southwesterly corner hereof; THENCE, N01023135"W, leaving the northerly line of said 12.1-acre tract, along the common line of said 157.385-acre tract and said 4 .42-acre tract for a portion of the westerly line hereof, a distance of 498. 34 feet to a 1/2-inch iron rod found for the northeasterly corner of said 4 .42-acre tract; THENCE, S89011 ' 33"W, along the irregular westerly line of said 157. 385-acre tract and the northerly line of said 4 .42-acre tract, passing at a distance of 319. 72 feet, a 1/2-inch iron rod found for the northwesterly corner of said 4. 42-acre tract, and continuing for a total distance of 323. 61. feet to a 1/2-inch iron rod found in the common line of said 157.385-acre tract and said 107. 17-acre tract for the southwesterly corner hereof; THENCE, NO2009144"W, along the common line of said 157.385-acre tract and said 107. 17-acre tract for a portion of the westerly line hereof, a distance of 367.85 feet to the POINT OF BEGINNING, containing an area of 9.796 acres (426,728 square feet) of land, more or less, within these metes and bounds. BEARING BASIS: THE BASIS OF BEARING OF THE SURVEY SHOWN HEREON IS TEXAS STATE PLANE COORDINATE SYSTEM, CENTRAL ZONE, NAD 83 (96) , UTILIZING WESTERN DATA SYSTEMS CONTINUALLY OPERATING REFERENCE STATION (CORS) NETWORK. I, JOHN T. BILNOSKI, A REGISTERED PROFESSIONAL LAND SURVEYOR, DO HEREBY CERTIFY THAT THE PROPERTY DESCRIBED HEREIN WAS DETERMINED BY A SURVEY MADE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION. b STANTEC CONSULTING JOH BILNOSKI DATE SERVICES INC. R. P.L. S. NO. 4998 221 WEST SIXTH STREET ST TE F TEXAS SUITE 600 TBPLS 4 F-10194230 AUSTIN, TEXAS 78701 john.bilnoski@stantec.com c��4c,�5T8"* O• JOHN T.6ILNOSKI 4998 P.O.B. P.O.C. 2ND SAVE & 0 400 800 1200 1600 2ND SAVE & EXCEPT TRACT 1 =80 EXCEPT TRACT 0 Q 2ND S&E TRACT W,-, 1.500 ACRES >- W 155,589 ACRES m Q KE17H KR/ENKE, MARK MERE01TH _ }> DOCUMENT N0. 2006113854 Lo GREGORY STEPHEN CARTER DOCUMENT NO, 2010072268 ` W >c� TOTAL AREA S 350.237 ACRES 1 � a w (15,256,324 SQ. FT.) P.O.B. PART 1 PART 1 P.O.B. 335.795 P.O.C. ACRES 1ST SAVE & 1ST SAVE & EXCEPT 6 EXCEPT TRACT �s8 TRACT 'f�q.PyO✓``?so�•pE•s F✓o�'Ys N✓o 1ST S&E ,o TRACT Do ejsby�'q- ro 1.500 ��Ftir,Yo ACRES zop�r 'Pr`s p oo,� 0,854 ACRES oR96sT 9cr' CITY OF ROUND ROCK _ DOCUMENT NO. KENNEY FORT 100' 2011041098 RIGH r-OF-WAY BOULEVARD UNRA[ROAD IPA C PART 2 PART 3 (R.O.W. VARIES) 0.037 4.609 PART 4 ACRES ACRES AC9.796 LEGEND RES P.O.B. POINT OF BEGINNING P.O.B. P.O.C. POINT OF PART 2 COMMENCEMENT SAVE P.O.C. S&E EX EPTND PARTS 3 P.O.B. AND 4 PART 3 P.O.B. 4.42 ACRES 0.158 ACRES PART 4 THOMAS P, CITY OF ELROD AND ROUND ROCK 107.17 ACRES SPOUSE, DOCUMENT NO THE H/CKOX FAM/L Y LI MING TRUST, ET. AL. CHR/STEL ELROO 2011041098 DOCUMENT NO. 2008053683 VOLUME 181J VOLUME 2372, PAGE 112 PAGE 540 SKETCH TO ACCOMPANY DESCRIPTION StanteC OF , SITUATED ACRES OF LAND OUT OF THE P.A. HOLDER SURVEY, ABSTRACT KR N0. 29494, SITUATED IN THE CITY OF ROUND ROCK, WILLIAMSON COUNTY, TEXAS BEING A PORTION OF THAT CERTAIN 157.385 ACRE TRACT OF LAND OF ACQUISITIONS 221 West Sixth Street S uite 600 RECORD IN DOCUMENT NO. 2DO7049657 AND ALL OF THOSE CERTAIN TRACTS Austin,Toxou 70701 OF LAND OF RECORD IN DOCUMENT NO. 2003035323, 2000113854 AND -fel.(512)320.0011 Fax(512)328-0325 01072260, ALL OF THEAVIS COUNTY, TEXAS; ALSO BEING ALL OFOT I9L FUTHE S.MC SWENSONREORDS OFSUBDIVISION OF LLC TBPE 11 F-6324 TBPLS N F-10194230 RECORD IN BOOK 13, PAGE 119 OF THE DEED RECORDS F WIWAMSON Copyright 02016 COUNTY, TEXAS. DATE:917/2016 DRAWN BY:KWA FN: 16.341(MJR) FILE:V:122201ACTIVEISURVEY1222010482EX2.DWG PROJECT No. 222010482 V:\2220\active\222010482\survey\222010482EX2.dwg Sep 22, 16 2:39 PM by, mroobe EXHIBIT E FORM OF GROUND LEASE [Attached hereto] GROUND LEASE AGREEMENT between CITY OF ROUND ROCK, TEXAS and KR CC, INC. Dated as of[December 20, 2016] RESORT AND CONVENTION CENTER ROUND ROCK, TEXAS 00367521.DOCX TABLE OF CONTENTS Page 1. Definitions..........................................................................................................................2 2. Lease and Grant of Use; Term........................................................................................7 2.1 Lease and Grant of Use......................................................................................... 7 2.2 Term........................................................................................................................ 8 3. Intangible Rights...............................................................................................................8 3.1 Tenant's Rights...................................................................................................... 8 4. Rent and Other Payments................................................................................................9 4.1 Rent......................................................................................................................... 9 4.2 Utilities.................................................................................................................... 9 4.3 Maintenance and Repairs...................................................................................... 9 5. Taxes; Operations; Capital Repairs; Recordkeeping....................................................9 5.1 Tenant's Sole Cost................................................................................................. 9 5.2 Tax Matters............................................................................................................ 9 5.3 Operations and Management of the Leased Premises....................................... 10 6. Assignment and Subletting............................................................................................. 11 6.1 Covenant Regarding Assignment and Subletting............................................... 11 6.2 Covenant Regarding Encumbrances................................................................... 11 6.3 Tenant's Right to Lease....................................................................................... 11 6.4 Assignment of Purchase Option.......................................................................... 11 6.5 City Encumbrances or Fee Mortgages................................................................ 11 7. Insurance......................................................................................................................... 11 7.1 Required Insurance.............................................................................................. 11 8. Damage or Destruction; Condemnation....................................................................... 12 8.1 Damage;Destruction........................................................................................... 12 8.2 Insurance Proceeds.............................................................................................. 12 8.3 Condemnation...................................................................................................... 12 8.4 Survival................................................................................................................. 13 9. Representations and Warranties................................................................................... 13 9.1 Representations and Warranties......................................................................... 13 9.2 'As Is'; No Representations or Warranties....................................................... 14 9.3 Mutual Covenants................................................................................................ 14 10. Default and Remedies..................................................................................................... 14 ii 10.1 Default.............. ................................................................................................ 14 10.2 Remedies............................................................................................................... 14 10.3 Immunity.............................................................................................................. 15 11. Title; Surrender.............................................................................................................. 15 11.1 Title....................................................................................................................... 15 11.2 Surrender.............................................................................................................. 16 12. Indemnification............................................................................................................... 16 12.1 Tenant................................................................................................................... 16 13. Covenant of Quiet Enjoyment....................................................................................... 16 14. Estoppel Certificate; Memorandum of Agreement..................................................... 16 14.1 Estoppel Certificate.............................................................................................. 16 14.2 Memorandum of Agreement................................................................................ 17 15. Leasehold Mortgages...................................................................................................... 17 15.1 Right to Obtain Leasehold Mortgages................................................................ 17 15.2 Effect of a Leasehold Mortgage.......................................................................... 18 15.3 Foreclosure;Further Assignment..................................>.................................... 18 15.4 Notice of Leasehold Mortgages........................................................................... 19 15.5 Modifications Required by Leasehold Mortgagee.............................................. 19 15.6 Further Assurances.............................................................................................. 19 15.7 Protection of Leasehold Mortgagees................................................................... 19 15.8 First Leasehold Mortgagee's Right to a New Agreement..................................22 15.9 Priority of Leasehold Mortgages......................................................................... 24 15.10 Liability of Leasehold Mortgagee........................................................................24 15.11 Casualty and Condemnation Proceeds................................................................25 15.12 Mezzanine Lenders as Leasehold Mortgagees.................................................... 25 15.13 Rights of City........................................................................................................ 26 16. Purchase Option..............................................................................................................26 16.1 Purchase Option................................................................................................... 26 16.2 Exercise................................................................................................................26 16.3 Option Purchase Price.........................................................................................26 16.4 Closing..................................................................................................................26 16.5 SurvivallForfeiture...............................................................................................27 17. Miscellaneous...................................................................................................................27 17.1 Notices..................................................................................................................27 iii 17.2 Force Majeure...................................................................................................... 28 17.3 Severability........................................................................................................... 28 17.4 Time of the Essence............................................................................................. 28 17.5 Binding Effect;Amendments.............................................................................. 28 17.6 Waiver................................................................................................................... 29 17.7 Interpretation....................................................................................................... 29 17.8 Entire Agreement.... .........................................................................................29 17.9 No Joint Venture.................................................................................................. 29 17.10 No Third-Party Beneficiaries..............................................................................29 17.11 Attorneys'Fees..................................................................................................... 29 17.12 Counteiparts......................................................................................................... 29 17.13 Applicable Law..................................................................................................... 30 17.14 Interest.................................................................................................................. 30 17.15 Paragraph Headings............................................................................................ 30 17.16 Survival.................................................................................................................30 17.17 Hazardous Materials............................................................................................ 30 LIST OF EXHIBITS EXHIBIT A-1 Property EXHIBIT A-2 Leased Premises EXHIBIT B Deferred Rent Security EXHIBIT C Program Resolution EXHIBIT D Authorizing Resolution EXHIBIT E Form of Assignment and Assumption Agreement and Lease-Back Agreement EXHIBIT F Form of Memorandum of Lease and Purchase Option EXHIBIT G Krienke Tract Description iv GROUND LEASE AGREEMENT This GROUND LEASE AGREEMENT (this "Agreement") is made and entered into as of[December 20, 2016] (the "Effective Date"), between CITY OF ROUND ROCK, TEXAS, a home rule city and municipal corporation (the "City"), and KR CC, INC., a Delaware corporation ("Tenant"). The City and Tenant are sometimes referred to in this Agreement as the "Parties" and each as a"Party". RECITALS WHEREAS, the City has adopted Resolution No. , attached as Exhibit C ("Program Resolution"), establishing an economic development program and Resolution No. , attached hereto as Exhibit D (the "Authorizing Resolution"), authorizing the Mayor to enter into this Agreement and an Economic Development Program Agreement (the "Economic Development Program Agreement") with Tenant and its affiliate, KR Acquisitions, LLC ("Developer"), in recognition of the positive economic benefits to the City through development by the Developer of approximately 351.7 acres of land, as more particularly described on the attached Exhibit A-1 ("Property") as a master planned mixed use development (the "Project") anchored by a Kalahari Resort and Convention Center, (the "Resort") (the Program Resolution and the Authorizing Resolution being collectively referred to herein as the"City Resolutions"); and WHEREAS, as part of the economic development program established in the Program Resolution, the City agrees to assist Tenant in the purchase of the Property and financing of the Project by entering into this Agreement; and WHEREAS, concurrently with the Parties' execution of this Agreement, the Parties with the Developer and the Round Rock Transportation and Economic Development Corporation, a "Type B corporation" created under the authority of Chapter 501, Texas Local Government Code, are entering into the Economic Development Program Agreement and the Master Development Agreement (the "Master Development Agreement"), pursuant to which Developer will construct the Project to be located on the Property. WHEREAS, the Parties desire to enter into this Agreement, pursuant to which (i)the City leases to Tenant, and Tenant leases from the City, the Leased Premises during the Term (as defined below) and (ii)Tenant has the option to purchase the Leased Premises from the City at the end of the Term, in each case on the terms and conditions set forth in this Agreement. WHEREAS, the Parties acknowledge and agree that the Rent paid hereunder constitutes fair market value for the Property and the Leased Premises. AGREEMENT NOW THEREFORE, in consideration of their mutual promises herein contained, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged,the Parties, each intending to be legally bound, do hereby agree as follows: 1. Definitions. As used in this Agreement, capitalized terms shall have the meanings indicated below unless a different meaning is expressed herein. "Affiliate" of a specified Person means a Person who is directly or indirectly controlling, controlled by, or under common control with, the specified Person, where "control" means the possession, directly or indirectly, of the power to direct the management and policies of the specified Person whether through the ownership of voting securities, by contract or otherwise. "Agreement"means this Ground Lease Agreement. "Applicable Law" means any law, statute, ordinance, rule, regulation, order, determination or requirement of any Governmental Authority, including all Environmental Laws. "Assignment" means any sale, transfer, assigmnent, pledge, mortgage, encumbrance or any other transfer, including transfers as security for obligations, of this Agreement or a Party's rights or obligations under this Agreement. "Bankruptcy Proceeding" means any bankruptcy, insolvency, reorganization, composition or similar proceeding under the United States Bankruptcy Code or any similar state or federal statute for the relief of debtors. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in Austin, Texas are authorized or required by Applicable Law to close. The use of the word "day," instead of"Business Day,"means a calendar day. "City"means the City of Round Rock, Texas. "Condemnation Action" means a taking by any Governmental Authority (or other Person with power of eminent domain)by exercise of any right of eminent domain. "Condemnation Award" means all sums, amounts or other compensation for the Improvements and Leased Premises payable to the City or Tenant, as applicable, as a result of, or in connection with, any Condemnation Action. "Default Rate" means an annual interest rate equal to the Interest Rate plus two percent (2%). "Deferred Rent Security" means the 156.769 acre portion of the Leased Premises known as the "Krienke parcel" and that 14.4 acre portion of the Leased Premises on the west side of Kenney Fort known as part of the "Bison parcel" all as described on Exhibit B and valued at $12,800,000 which property may be excluded from this Agreement and sold if Tenant fails to timely make the Deferred Rent payment. "Developer"means KR Acquisitions. 2 "Economic Development Program Agreement" means that certain Economic Development Program Agreement between the Parties and the Developer dated December 15,2016. "Effective Date" is defined in the introductory paragraph of this Agreement. "Enforcement Action" means, with respect to any Leasehold Mortgage and Leasehold Mortgagee, the occurrence of any of the following events: (A) any judicial or non judicial foreclosure proceeding, the exercise of any power of sale, the taking of a deed or assignment in lieu of foreclosure, the appointment of a receiver, or the taking of any other enforcement action against the Leasehold Estate or any portion thereof or Tenant, including the taking of possession or control of the Leasehold Estate or any portion thereof, (B) any acceleration of, or demand or action taken in order to collect, all or any indebtedness secured by all or any portion of the Leasehold Estate (other than giving of notices of default and statements of overdue amounts), (C) any exercise of any right or remedy available to Leasehold Mortgagee under any and all loan documents evidencing the debt secured by the Leasehold Estate (collectively, the "Leasehold Loan Documents"), at law, in equity, or otherwise with respect to Tenant or any portion of the Leasehold Estate, other than the giving of notices of default and statements of overdue amounts or (D) any active negotiation (including the exchange of written correspondence regarding the same and the scheduling and subsequent attending of negotiations, whether in person or via telephone) between Tenant and Leasehold Mortgagee with respect to a workout following any default by Tenant under the terms and conditions of the Leasehold Loan Documents; provided, however, that any Enforcement Action shall be deemed to continue for a period of 120 days following final non-appealable judgment of a court of competent jurisdiction or cessation of any of the events or activities identified in subclauses (A)through(D) above. "Environmental Law" means any Applicable Law, including requirements under permits, licenses, consents and approvals of any Governmental Agency, relating to pollution or protection of human health or the environment, including those that relate to emissions, discharges, releases or threatened releases, or the generation, manufacturing, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials. "Expiration Date" means 11:59 p.m. on the day prior to the ninety-ninth (99t) anniversary of the Effective Date. "Fee Estate"means the City's fee title interest in the Property. "First Leasehold Mortgagee" means the holder of the Leasehold Mortgage constituting a first lien on the Leasehold Estate. "Force Majeure Event" is defined in Section 17.2. "Foreclosure Event" means a foreclosure, trustee's sale, deed, transfer, assignment or other conveyance in lieu of foreclosure, or other similar exercise of rights or remedies under any Leasehold Mortgage, including the occurrence of any transfer of title to the 3 mortgaged estate by operation of or pursuant to any Bankruptcy Proceeding, in each case whether the transferee is a Leasehold Mortgagee, a party claiming through a Leasehold Mortgagee or a third party. "Governmental Authority" means any federal, state or local governmental entity, political subdivision, agency, department, commission, board, bureau, administrative or regulatory body or other instrumentality having jurisdiction over the Project, Improvements, Leased Premises, or the Parties. "Hazardous Materials" means those materials that are regulated by, or form the basis of liability under, any Environmental Law, including, but not limited to, polychlorinated biphenyls (PCBs), petroleum (including oil, motor oil and gasoline), natural gas (and synthetic gas usable for fuel), asbestos and asbestos containing materials (ACMs), underground storage tanks (USTs), above-ground storage tanks (ASTs), as well as substances, materials or conditions now or in the future defined as "hazardous substances", "pollutants" or "contaminants" in the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. Section 9601, et seq.), those substances, materials or conditions now or in the future defined as "hazardous waste" in any applicable Environmental Law and any other substance, material or condition that is now or in the future considered hazardous or otherwise subject to any statutory or regulatory requirement governing handling, disposal and/or clean up. "Improvements" means all improvements, structures, buildings and fixtures of any kind whatsoever, other than trade fixtures which constitute personal property, whether above or below grade, including buildings, the foundations and footings thereof, utility installations, storage, loading facilities, walkways, driveways, landscaping, signs, site lighting, site grading and earth movement, and all fixtures, plants, apparatus, appliances, furnaces, boilers, machinery, engines, motors, compressors, dynamos, elevators, fittings, piping, connections, conduits, ducts and equipment of every kind and description now or hereafter affixed or attached to any of such buildings, structures or improvements and used or procured for use in connection with the heating, cooling, lighting, plumbing, ventilating, air conditioning, refrigeration, or general operation of any of such buildings, structures or improvements, and any exterior additions, changes or alterations thereto or replacements or substitutions therefor. "Initial Rent Payment" means an amount of money equal to the purchase price of the Property plus all of the purchaser's closing costs, less the Krienke Tract Purchase Price, which is equal to [$10,585,368.69]. The Initial Rent Payment may be made in more than one installment to coincide with the closings of the purchase of the separate tracts of land included in the Property. The final total Initial Rent Payment will be determined at the closing of the Boyles Tract but Parties estimate that the total Initial Rent Payment will be [$17,908,520.60]. "Intangible Rights" is defined in Section 3.1. "Interest Rate" means the one-month LIBOR Rate quoted by U.S. Bank National Association from Reuters Screen LIBOR01 Page or any successor thereto, plus one 4 percent (1%). All interest to be paid pursuant to this Agreement shall be compounded annually. "KR Acquisitions" means KR Acquisitions, LLC, a Delaware limited liability company and an affiliate of Tenant. "Krienke Tract" means the tract of land described in Exhibit G-. "Krienke Tract Purchase Price" means the contract purchase price plus closing costs paid by the purchaser at the closing of the Krienke Tract,which is [$10,585,368.69]. "Lease Impairment" means any (A) cancellation, amendment, modification, rejection surrender (whether voluntary or otherwise) or termination of this Agreement, including upon a casualty or condemnation affecting the Improvements or the Leased Premises, (B) consent, or affirmative acquiescence, by Tenant to a sale of any property, or interest in any property, under 11 U.S.C. § 363 or otherwise in any Bankruptcy Proceeding by the City, (C) exercise of any right of Tenant to treat this Agreement as terminated under 11 U.S.C. § 365(h)(1)(A)(i) or any comparable provision of law or (D) subordination of this Agreement or the Leasehold Estate to any other estate or interest in the Improvements or the Leased Premises. "Leased Premises" shall mean that portion of the Property as identified on Exhibit A-2 (excluding the Fee Estate), together with (a) all air rights and air space above the Property; (b) all mineral and water rights; and (c) all of City's right, title and interest, if any, in and to all rights, privileges and easements appurtenant to the Property now existing or created during the Term of this Agreement. Provided however, (i) the Convention Center, as defined in the Master Development Agreement and/or the Economic Development Program Agreement, and (ii) any and all public streets, rights of way, and utility easements dedicated to the City during the platting and development process, shall not be included in the Leased Premises. "Leasehold Estate" means Tenant's leasehold and subleasehold estate and all other rights,titles and interests of Tenant arising under this Agreement. "Leasehold Mortgage" means a mortgage, deed of trust, security deed, deed to secure debt or any similar other instrument or agreement constituting a lien upon, or similarly encumbering, the Leasehold Estate held by a Leasehold Mortgagee, as renewed, restated, modified, consolidated, amended, extended or assigned (absolutely or collaterally) from time to time. "Leasehold Mortgagee" means the holder of a Leasehold Mortgage (including any trustee, servicer or administrative agent acting on behalf of the holder or holders of a Leasehold Mortgage). "Liabilities"is defined in Section 12.1. "Mortgagee's Cure"is defined in Section 15.7(E). 5 "Mortgagee's Cure Rights" is defined in Section 15.7(E). "New Agreement"is defined in Section 15.8(A). "New Agreement Delivery Date" is defined in Section 15.8(A). "New Operator" means a Person, including, without limitation, Leasehold Mortgagee or its assignee, nominee or designee, that (A) acquires the Leasehold Estate through a Foreclosure Event or(B) enters into a New Agreement with the City under Section 15.8. "Option Purchase Price"is defined in Section 16.3. "Party"or"Parties"is defined in the introductory paragraph of this Agreement. "Person" means any individual, trust, estate, partnership, joint venture, company, corporation, association, limited liability company, or other legal entity, business organization or enterprise. "Personal Default" means any nomnonetary default under this Agreement that is not susceptible to cure by a Leasehold Mortgagee. "Project" means the Project as described in Article V. of the Master Development Agreement. "Property" means the approximately 351.7 acres of land more particularly described in Exhibit A excluding any roadways, easements or other facilities which have been dedicated to the City. "Purchase Option" is defined in Section 16.1. "Purchase Price" is defined in Section 2.1(E) "Rent" is defined in Section 4.1 and means the total amount of the Purchase Price of the Property,plus the rent paid pursuant to Section 4.1(B). "Tax" means any general or special, ordinary or extraordinary, tax, imposition, assessment, levy, usage fee, excise or similar charge (including any ad valorem or other property taxes), however measured, regardless of the manner of imposition or beneficiary, that is imposed by any Governmental Authority. "Tenant"means KR CC, Inc. "Tenant Default"is defined in Section 10.1. "Tenant's Cure Period Expiration Notice" is defined in Section 15.7(C). "Term"is defined in Section 2.2 6 2. Lease and Grant of Use; Term 2.1 Lease and Grant of Use. (A) Lease. Subject to the terms and conditions of this Agreement, the City hereby leases to Tenant, and Tenant hereby leases from the City, the Leased Premises during the Term. The Parties agree that, during the Term, Tenant is permitted hereunder to use the Leased Premises only for the Project, including without limitation, to perform and engage in the design, development, construction, operation and management of the Project on the Leased Premises, together with all infrastructure necessary for the Project. (B) Additional Property. The Parties acknowledge that Developer has entered into a contract to purchase an additional 1.5-acre tract of land known by the Parties as the "Boyles Tract," that such contract has been assigned to Tenant, and that Tenant will assign that purchase contract to City. Upon City's acquisition of the Boyles Tract, the Parties agree to concurrently amend the definition and description of the "Property" in this Agreement to include the Boyles Tract as part of the "Property." A condition precedent to the City's acquisition of the Boyles Tract is Tenant's payment, as the remaining amount of the Initial Rent, an amount equal to the purchase price and closing costs for the Boyles Tract. (C) Convention Center Property. The Convention Center will be constructed on a portion of the Property to be excluded from the Leased Premises. Once that portion of the Property is platted, the Parties agree to promptly amend this Agreement such that Exhibit A attached hereto will be replaced with a legal description that excludes from the Property the platted lot on which the Convention Center will be located. That platted lot will be released from this Agreement. Upon the release, such property will be free of liens or other monetary obligations. The City agrees to convey title to the Convention Center in accordance with the terms of the Convention Center operating lease. (D) Development of Leased Premises; Zoning. Tenant may use, improve, develop and occupy the Leased Premises as contemplated by the Master Development Agreement and the Economic Development Program Agreement, and Tenant may rezone or otherwise plat, subdivide, apportion, and/or subject any portion of the Leased Premises to a condominium, entitle, permit or seek approvals for the Leased Premises (collectively "Entitlement Actions") at its option and the City, solely as owner of the Fee Estate, shall cooperate in such efforts and execute all consents and documents necessary for the submission and pursuit of such Entitlement Actions. The City shall not, without the written consent of Tenant, take any Entitlement Actions regarding the Leased Premises. Notwithstanding, the foregoing Tenant shall comply with the City's 7 development approval processes and shall develop the Project on the Leased Premises in compliance with City ordinances, City-approved PUD zoning ordinance for the Leased Premises, City-approved development regulations, and other City development requirements, and any requirements of the City to cooperate here under shall not be deemed any approval outside of such legal requirements. (E) Acquisition and Aggregation of Leased Premises. The Developer has previously entered into contracts to acquire the Property (the "Purchase Contracts"), with an aggregate purchase price of Twenty Eight Million Four Hundred Eighty Five Thousand and no/100 Dollars $28,483,372.77 (the "Purchase Price"). All of purchaser's closing costs shall be included in the final Purchase Price. The Developer.has previously assigned the Purchase Contracts to the Tenant. Concurrent with the execution of this Agreement, the Parties are entering into an Assignment and Assumption Agreement and Lease-Back Agreement (the "Assignment Agreement") pursuant to which the Tenant is agreeing to assign, and City is agreeing to assume, the Tenant's rights under the Purchase Contracts. City hereby agrees to use reasonable efforts to consummate the acquisitions of the Property by December 23, 2016, and to cooperate with Tenant in aggregating and/or dividing the Property and the Leased Premises as requested by Tenant to accommodate the Project in accordance with applicable subdivision and condominium related regulations. The form of Assignment Agreement is attached hereto as Exhibit E. (F) Nondisturbance and Attornment. If requested by Tenant, the City and Tenant shall, at any time at the request of Tenant, enter into a non-disturbance and attornment agreement that shall provide, among other things,that the City agrees not to disturb Tenant's or its subtenants' use of the Leased Premises pursuant to the terms and conditions of this Agreement. 2.2 Term. The term of this Agreement (the "Term") commences on the Effective Date and expires on the Expiration Date, unless terminated earlier as expressly provided for in this Agreement. 3. Intangible Rights 3.1 Tenant's Rights. Tenant shall have sole ownership, as owner of the Project and other Improvements, of all intellectual property rights associated therewith, and the exclusive right and license to use any replica, model, artistic or photographic rendering or other visual representation of the Project or Improvements or any portion thereof owned by or licensed to the Tenant in association with any and all goods and services throughout the world (the "Intangible Rights"), together with the right to use, enjoy (whether in whole or in part) the Intangible Rights to advertise, market and promote the Project and Improvements, and to receive and retain all revenues from such use of the Intangible Rights by Tenant. 8 4. Rent and Other Payments. 4.1 Rent. The total rent to be paid hereunder shall be equal to the Purchase Price (the "Rent"). Tenant shall pay the Rent as follows: (A) make a partial Initial Rent Payment to the City of [Sixteen Million Eight Hundred Eight Thousand and no/100 Dollars ($16,808,112.23)] concurrent with City's closing on the acquisition of the Property (less the Boyle's Tract) and the execution and delivery of this Agreement;. (B) make an additional partial Initial Rent Payment to the City equal to the purchase price and closing costs for the Boyles Tract concurrent with the City's closing on the acquisition of the Boyles Tract; (C) snake an annual rent payment to the City of One Dollar ($1.00 , which shall be paid, without demand, deduction, or offset, on the fifth (5t )day of January of each year during the Term of this Agreement; and (D) snake a one-time rent payment to the City equal to the Krienke Tract Purchase Price on the first Business Day following the day which is the eight year anniversary date of this Agreement (the "Deferred Rent"). Payment of the Deferred Rent shall include all interest on the Deferred Rent amount accrued at the Interest Rate. 4.2 Utilities. Tenant shall pay or cause to be paid when due all charges for public or private utility services to or for the Property during the Term, including without limiting the generality of the foregoing, all charges for heat, light, electricity, water, gas, telephone service, garbage collection and sewage and drainage service and the cost of installation thereof from the boundaries of the Property. 4.3 Maintenance and Repairs. During the Term of this Lease, Tenant shall maintain the Property and the Leased Premises at Tenant's own expense, and Tenant shall keep the Leased Premises in good condition and repair. Landlord shall not be required to maintain or repair any portion of the Leased Premises or any improvements located thereon. 5. Taxes; Operations; Capital Repairs; Recordkeeping 5.1 Tenant's .Sole Cost. In consideration for Tenant's rights under this Agreement, Tenant shall be responsible for paying,throughout the Term, all costs necessary to manage and operate the Project and Leased Premises in accordance with this Agreement, including, subject to the terms and conditions of this Agreement, including all costs of maintenance, repairs, replacements, renovation, remodeling, removal, alterations, improvements and insurance, as well as all Taxes, with respect to the Project and the Leased Premises. 5.2 Tax Matters. 9 (A) Without limiting the generality of Section 5.1 and in consideration for Tenant's rights under this Agreement, except as provided in Section 5.2(B), Tenant shall be solely responsible for, and shall pay and discharge as and when due, all Taxes, to the extent allocable to the Term, upon or with respect to the Leased Premises and Tenant's possession, operation, management, maintenance, alteration, repair, rebuilding, use or occupancy of, or employment of personnel in, the Project or any portion thereof. (B) The City will own the Property at the time a change of use occurs and will continue to own the Fee Estate of the Property for the Term. To the extent rollback taxes are owed on all or any portion of the Leased Premises, the City agrees to rebate the City portion of such rollback taxes as a grant to Tenant pursuant to Chapter 380 of the Texas Local Government Code. Within 90 days after the date the City receives a written request from the Tenant requesting that the City seek an exemption determination, the City will request from the Texas Comptroller the determination of rollback tax exemption contemplated by Texas Tax Code Section 23.55(m). Such a rollback tax determination by the Texas Comptroller is binding on the City but not on the Developer or the Tenant. (C) Tenant shall have the right, at its sole cost and expense, to contest the amount, validity, or applicability, in whole or in part, of any Taxes affecting, against, or attaching to the Leased Premises or any portion of the Property by appropriate proceedings. The City acknowledges that the determination of property tax valuation, equalization, exemption, special open space valuation and tax rollback are within the exclusive province of the appraisal district and as a result, the City takes no position on these matters. The City grants to the Tenant the right to file any and all applications, documents, requests, forms or other required submissions with respect to any Taxes affecting, against, or attaching to the Leased Premises or any portion of the Property, and does hereby appoint the Tenant as the agent of the City for all such actions. The City covenants that it will not avail itself of the tax challenge provisions contained in Chapter 41 of the Texas Tax Code for the duration of this Agreement. The City further covenants that it will fully cooperate with the Tenant's efforts to obtain maximum property tax relief for the Property and will make available all relevant documents and witnesses pertaining to the transaction for any and all property tax proceedings pertaining to the Property. (D) This Section 5.2 shall survive the expiration of the Term or termination of this Agreement. 5.3 Operations and Management of the Leased Premises. Tenant shall be exclusively responsible for the operations and management of the Project, Improvements, and Leased Premises during the Term of this Agreement. 10 Notwithstanding anything to the contrary in this Agreement, operations and management of the Project may be performed by (i)Tenant or its Affiliates, (ii) an unrelated third-party management company engaged by Tenant and/or (iii) any other third-party contracted by Tenant to perform such services. During the Term, Tenant shall have the exclusive right to negotiate, execute and perform, and to receive allocate, use and distribute, in its sole discretion, all revenues from, all use agreements, licenses and other agreements with respect to the use of Project or Leased Premises (or any part thereof). 6. Assignment and Subletting 6.1 Covenant Regarding Assignment and Subletting. Tenant shall have the right at any time, and without the consent of City and with no limitation as to frequency or number, to assign, in whole or in part, this Agreement or sublet all or any portion of the Leased Premises and all or any portion of the Improvements. Tenant shall provide a copy of such assignment or sublease to City within 15 days after the effective date of such assignment or sublease. City shall not assign this Agreement. 6.2 Covenant Regarding Encumbrances. Tenant, its successors and assigns, shall have the right, without the consent of City, to mortgage, pledge, or otherwise encumber this Lease, the Improvements or Tenant's interest herein, in accordance with the requirements of Section 15. 6.3 Tenant's Right to Lease. Tenant may, without the consent of City, enter into subleases, licenses, concession agreements, leases, or other occupancy agreements related to the Project or Leased Premises. Notwithstanding any such subleases, licenses, concessions, leases, or other occupancy agreements, Tenant shall at all times remain liable for the performance of all of the covenants and agreements under this Agreement due on Tenant's part to be so performed. 6.4 Assignment of Purchase Option. Tenant may, without the consent of City,make an Assignment of the Purchase Option to any Person, provided that such Person shall agree to be bound by all terms and conditions in this Agreement regarding the Purchase Option. 6.5 City Encumbrances or Fee Mortgages. The City shall not mortgage or otherwise encumber the City's Fee Estate with any mortgage, deed of trust, security deed, deed to secure debt, or any other similar instrument or agreement constituting a lien upon, or similarly encumbering,the Fee Estate. 7. Insurance 7.1 Required Insurance. Tenant shall, at its sole expense,unless otherwise agreed by the City in writing, procure and maintain (or cause to be procured and maintained by appropriate contractors or vendors) the following insurance coverage during the Term; provided that nothing herein shall prohibit Tenant from procuring and maintaining additional insurance coverages that Tenant deems desirable: 11 (A) Commercial general liability insurance (CGL) written on an "occurrence" policy form and covering liability for death, bodily injury, personal injury, and property damage with limits of not less than $5,000,000 per occurrence relating, directly or indirectly, to Tenant's business operations, conduct or use or occupancy of the Improvements. Such coverage shall include all activities and operations conducted by any Person on or about the Leased Premises, and any work performed by or on behalf of Tenant at the Leased Premises. Coverage should be as broad as ISO policy form CG 0001, or any replacement thereof that becomes standard in the insurance industry, or an equivalent form reasonably acceptable to the City. (B) Physical property damage insurance covering all real and personal property, excluding personal property paid for by subtenants or paid for by Tenant for which subtenants have reimbursed Tenant, located on or in, or constituting a part of, the Leased Premises, in an amount equal to at least one hundred percent (100%) of the new replacement cost of all such property (or such lesser amount as Landlord may approve in writing). Tenant shall not be required to maintain insurance for earthquake, flood or war risks. 8. Damage or Destruction; Condemnation 8.1 Damage; Destruction. In the event of damage to, or destruction of, the Project, this Agreement shall remain in full force and effect and Tenant, in its sole discretion, may elect to repair and restore the Project. 8.2 Insurance Proceeds. Any insurance proceeds paid under any property insurance for the Project as a result of damage or destruction of any portion of the Project shall be deposited with Tenant or a Leasehold Mortgagee. 8.3 Condemnation. (A) Total Condemnation. In the event of any Condemnation Action, other than a temporary taking, that prevents the use or occupancy of any portion of the Leased Premises necessary for the location or use of Improvements (including access to and from Improvements), then, subject to Tenant's rights under Section 16 (which survive the termination of this Agreement) and the rights of any Leasehold Mortgagee under Section 15, Tenant shall have the right to terminate this Agreement by delivering written notice to the City within ninety(90) days after the Condemnation Action becomes final and non-appealable. If this Agreement is so terminated, any such termination shall be without penalty to Tenant or the City. If Tenant terminates this Agreement, it shall not be entitled to a refund of any rent payments made. 12 (B) Partial Condemnation. If Tenant does not have a right to terminate this Agreement as a result of a Condemnation Action or elects not to do so, Tenant, at its option, may, at no cost to City, as promptly as practicable and in any event within twelve(12) months after such Condemnation Action, repair and restore any damage to the Project resulting from such Condemnation Action. (C) Proceedings. To the maximum extent permitted by Applicable Law, Tenant and the City each shall have the right,at its own expense, to appear in any Condemnation Action and to participate in any and all hearings, trials, and appeals relating thereto even if this Agreement has been terminated. The Leasehold Mortgagee shall also be entitled to appear and participate in any Condemnation Action and in any and all hearings,trials and appeals relating thereto even if this Agreement has been terminated. Neither Party shall settle or compromise any right of the other Party to receive a Condemnation Award without the prior written consent of the other Party and, with respect to Tenant's rights, the prior written consent of each Leasehold Mortgagee. Subject to the other provisions of this Section 8.3, in any Condemnation Action Tenant shall have the right to assert a claim for any Condemnation Awards for the value of the Improvements. Tenant and the City shall each have the right to assert a claim for any Condemnation Awards for (x)the loss in value of its rights under this Agreement as if this Agreement had not terminated, and (y) any other damages to which the City or Tenant, as applicable, may be entitled under Applicable Law. City agrees that Tenant or Leasehold Mortgagee shall be entitled to receive any Condemnation Awards received by City in connection with the Leased Premises. 8.4 Survival. This Section 8 survives the expiration or earlier termination of this Agreement, but only insofar as such provisions relate to any damage or destruction of the Project (or insurance proceeds therefrom) or Condemnation Action (or Condemnation Award therefrom) that arose prior to the expiration or earlier termination of this Agreement. 9. Representations and Warranties 9.1 Representations and Warranties. The City represents and warrants to the Tenant that: (a) this Agreement is within its authority, (b) it is duly authorized and empowered to enter into this Agreement, (c) this Agreement is enforceable against the City; and (d) all obligations of the City are proprietary, unless otherwise ordered by a court of competent jurisdiction. Tenant represents and warrants to City that it has the requisite authority to enter into this Agreement. Neither Party has incurred or created any liabilities or claims for broker's commissions or finder's fees in connection with the negotiation, execution or delivery of this Agreement. 13 9.2 "As Is". No Representations or Warranties. Except as expressly set forth herein, it is understood and agreed that the Leased Premises will be leased and, if applicable, conveyed "as is" with any and all faults and latent and patent defects without any express or implied representation or warranty by the City. Specifically, City disclaims any warranty of suitability that may otherwise arise by operation of law. Tenant accepts the Leased Premises whether suitable or not, and waives the implied warranty of suitability. 9.3 Mutual Covenants. Commencing with the Effective Date, each Party covenants and agrees to the other Party as follows: (A) Additional Documents and Approval. Each Party, upon the reasonable request of the other Party, shall execute or cause to be executed any further documents, take any further actions and grant any further approvals as may be reasonably necessary in order to consummate the transactions provided for in this Agreement. (B) Notice of Matters. Should Tenant or the City receive knowledge about any matter that may constitute a breach of any of its representations, warranties or covenants set forth in this Agreement, it shall promptly notify the other Party of the same in writing. 10. Default and Remedies 10.1 Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure, such reasonable time determined based on the nature of the alleged failure, but in no event less than 30 days or more than 90 days after written notice of the alleged failure has been given (subject to Force Majeure Events), provided, however, such 90 day period shall be extended as may be reasonably necessary provided that the such defaulting Party is pursing cure with due diligence. In addition, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. Notwithstanding the foregoing, however, a Party shall be in default of its obligation to make any payment required under this Agreement if such payment is not made within five Business Days after it is due. 10.2 Remedies. 10.2.1 If a Party is in default, the aggrieved Party may, at its option and without prejudice to any other right or remedy under this Agreement, including the remedies under Section 10.2.2, seek any relief available at law or in equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, specific performance, mandamus, and 14 injunctive relief. Notwithstanding the foregoing, however, no default under this Agreement shall: (a) entitle the aggrieved Party to terminate this Agreement; (b) entitle City to suspend performance under this Agreement; (c) adversely affect or impair the current or future obligations of the City of Round Rock to provide water or sewer service or any other service to the Leased Premises; (d) entitle the aggrieved Party to seek or recover monetary damages of any kind; or(e) reduce the Term of this Agreement. 10.2.2 If the Tenant is in default of Section 4.1 (Rental Payments) the amount of any overdue rent may be deducted from the payments required to be paid by the City of Round Rock to Tenant pursuant to the Economic Development Program Agreement. If the Deferred Rent is not paid when due as provided at Section 4.1(D) herein, the City may alternatively elect to terminate this Agreement with respect to all or a portion of the Deferred Rent Security. If the City elects such remedy, the City may terminate this Agreement as to all or a portion of the Deferred Rent Security only after an additional 90 days prior written notice to the Tenant of default under Section 4.1(D) of this Agreement and the election by the City to seek such remedy and Tenant's failure to cure such default within such 90 day period. The Deferred Rent Security is valued at$12,800,000. At Tenant's option, but subject to the prior written consent of the City, which shall not be unreasonably withheld, the Deferred Rent Security may be replaced with an alternative portion of the Leased Premises or reduced acreage if the Tenant provides to the City (a) a legal description for the portion of the Leased Premises that will replace the Deferred Rent Security; and (b) an appraisal or other evidence acceptable to the City confirming the substituted security has a value equal to at least $12,800,000. The value determination may not be the basis for the City to withhold its consent to the Deferred Rent Security if the City selects the appraiser who provides the appraisal confirming the minimum value of $12,800,000. These remedies shall be the exclusive remedy for a Tenant default of the obligations in Section 4.1 (Rental Payments) of this Agreement. 10.3 Immunity. The Parties agree that the City's functions under this Agreement are proprietary, not governmental. Pursuant to Wasson Interests, Ltd. v. City of Jacksonville, 489 S.W.3d 427 (Tex. 2016), the City agrees that it cannot assert governmental immunity in connection with any claim under this Agreement. 11. Title; Surrender 11.1 Title. Notwithstanding any other provisions of this Agreement, the Improvements erected on the Leased Premises and all alterations, additions, equipment and fixtures built, made, or installed by Tenant in, on, under, or to the Improvements shall be the sole property of Tenant (subject to the terms of this Agreement and any Leasehold Mortgage) until the termination of this Agreement by the passage of time or otherwise (but shall become the property of City thereafter, subject to the terms of Section 16 hereof) and Tenant shall have all corresponding tax and 15 other rights associated therewith until the expiration or other termination of the Term. 11.2 Surrender. Upon the expiration of the Term, if Tenant has not exercised the Purchase Option pursuant to Section 16, then Tenant shall, on or before the Expiration Date, peaceably and quietly leave, surrender and yield to the City the Improvements and the Leased Premises. 12. Indemnification 12.1 Tenant. To the extent permitted by Applicable Law, Tenant hereby agrees to defend, hold harmless and indemnify the City from and against any and all actions, damages, costs, liabilities, claims, demands, losses,judgments, penalties, costs and expenses of every type and description, whether arising on or off the Leased Premises (hereafter collectively referred to as "Liabilities"), suffered or incurred by City as a result of Tenant's use or operation of the Leased Premises; provided that the foregoing indemnity does not apply to any Liability to the extent arising from (A) the negligence or willful misconduct of the City or its agents, consultants or employees, or(B) any breach by the City of this Agreement. 13. Covenant of Quiet Enjoyment. So long as Tenant performs in all material respects its obligations under this Agreement, the City shall do nothing (other than the acts permitted or required by this Agreement) that will prevent Tenant or its licensees, guests or invitees from peaceably and quietly enjoying, using and occupying the Leased Premises or Improvements in the manner described in this Agreement, and the City shall (i) defend Tenant's quiet enjoyment, use and occupancy of the Leased Premises and Improvements in the manner described in this Agreement against the claims of all Persons claiming by, under, or through the City and (ii) not permit any lien, encumbrance, right-of-way, covenant, condition, invalidity or other matter adversely affecting the City's right to possess and use, or its title to, the Leased Premises to diminish, disturb or impair Tenant's and its licensees', guests' and invitees' quiet enjoyment, use and occupancy of the Leased Premises and Improvements hereunder. 14. Estoppel Certificate; Memorandum of Agreement 14.1 Estoppel Certificate. Each of the Parties shall, upon the reasonable request of the other (or any current or prospective source of financing for the City, Tenant, or any of their Affiliates or any transferee or assignee), and in each case within ten(10) Business Days after the other Party has requested it, execute and deliver to the appropriate Persons a certificate in recordable form stating: (A) That this Agreement is unmodified and is in full force and effect (or, if there have been modifications, that this Agreement is in full force and effect as modified and stating the modifications or, if this Agreement is not in full force and effect,that such is the case); (B) That, to the knowledge of the Party providing the certificate, there are no defaults by it or the other Party under this Agreement (or specifying each such default as to which it may have knowledge); 16 (C) The Effective Date and the then-current Expiration Date; (D) The date(s) to which any financial obligation of the Party has been paid under this Agreement; (E) To the knowledge of the Party providing the certificate, whether there are any counterclaims against the enforcement of any Party's obligations under this Agreement; and (F) Any other matters reasonably requested. 14.2 Memorandum of Agreement. (A) Recordation. At any time Tenant may cause a memorandum of this Agreement or any amendment hereto to be recorded in the Real Property Records of Williamson County, Texas and Tenant shall pay and discharge the costs, fees and taxes in connection therewith. The initial form of such memorandum shall be.as set forth in Exhibit F attached hereto, and upon any amendment to this Agreement, the form of any memorandum of amendment shall be subject to the approval of the City (not to be unreasonably withheld, conditioned or delayed) prior to the recordation thereof, and the City shall sign such memorandum when so requested by Tenant. The City Manager is authorized to grant such City approval. (B) Release of Memorandum of Agreement. Tenant shall, at its cost, execute and record a release of any such memorandum within ten(10) Business Days after the expiration of Tenant's Purchase Option under Section 16 without the exercise thereof by Tenant, which release shall include language whereby Tenant acknowledges that the Purchase Option has terminated and Tenant quitclaims to the City all rights of Tenant in and to the Leased Premises. 15. Leasehold Mortgages 15.1 Right to Obtain Leasehold Mortgages. Notwithstanding anything to the contrary contained in this Agreement, Tenant shall have the right, without the City's consent, to execute and deliver one or more Leasehold Mortgages encumbering the Leasehold Estate or the direct or indirect ownership interests in Tenant at any time and from time to time; provided, that no such Leasehold Mortgage shall encumber the Fee Estate. The City's interests in the Leased Premises shall be subject and subordinate to any such Leasehold Mortgages, provided, however, no Leasehold Mortgage shall encumber the Fee Estate and the City's interest in the Fee Estate shall remain in priority to that of Tenant or any Leasehold Mortgagee during the Term. Each Leasehold Mortgage shall provide that the Leasehold Mortgagee shall send to the City copies of all notices of material default sent to Tenant in connection with the Leasehold Mortgage or the debt secured thereby, provided that the failure to provide any such notice shall not affect the validity of the notice in any manner. 17 15.2 Effect of a Leasehold Mortgage. Notwithstanding anything to the contrary in this Agreement, Tenant's making of a Leasehold Mortgage shall not be deemed to constitute an Assignment of the Leasehold Estate, nor shall any Leasehold Mortgagee, as such, or in the exercise of its rights under this Agreement, be deemed to be an assignee or transferee or mortgagee in possession of the Leasehold Estate so as to require such Leasehold Mortgagee, as such, to assume or otherwise be obligated to perform any of Tenant's obligations under this Agreement except when, and then only for so long as, such Leasehold Mortgagee has acquired ownership and possession of the Leasehold Estate pursuant to a Foreclosure Event (as distinct from its rights under this Agreement to cure defaults or exercise Mortgagee's Cure Rights). No Leasehold Mortgagee (or other Person acquiring the Leasehold Estate pursuant to a Foreclosure Event) shall have any liability beyond its interest in this Agreement nor shall Leasehold Mortgagee (or any Person acquiring the Leasehold Estate pursuant to a Foreclosure Event under a Leasehold Mortgage) be liable under this Agreement unless and until such time as it becomes the owner of the Leasehold Estate. Without further notice to or consent from the City, the City recognizes and agrees that a Leasehold Mortgagee may acquire directly, or may cause its assignee, nominee, or designee to acquire, the Leasehold Estate through a Foreclosure Event and such party shall enjoy all the rights and protections granted to Leasehold Mortgagee under this Agreement with the same force and effect as if such party were the Leasehold Mortgagee itself. 15.3 Foreclosure; Further Assignment. Notwithstanding anything to the contrary in this Agreement, any Foreclosure Event or any exercise of rights or remedies under any Leasehold Mortgage shall not be deemed to violate this Agreement or require the consent of the City. If a Leasehold Mortgagee or a successor or assignee of a Leasehold Mortgagee, or an Affiliate thereof, acquires Tenant's Leasehold Estate following a Foreclosure Event, or if a Leasehold Mortgagee or a successor or assignee of a Leasehold Mortgagee, or an Affiliate thereof, enters into a New Agreement, such Leasehold Mortgagee or successor or assignee of a Leasehold Mortgagee, or an Affiliate thereof, shall enjoy all of the rights and protections granted to Leasehold Mortgagee under this Agreement with the same force and effect as if such successor, assign or Affiliate were the Leasehold Mortgagee itself and may thereafter assign or transfer this Agreement or such New Agreement without prior notice to or consent of the City; provided, that the assignee or transferee expressly agrees in writing to assume and to perform all of the obligations under this Agreement or such New Agreement, as the case may be,from and after the effective date of such assignment or transfer. No Leasehold Mortgagee (or Person acquiring the Leasehold Estate pursuant to a Foreclosure Event under a Leasehold Mortgage) shall have any liability beyond its interest in this Agreement nor shall Leasehold Mortgagee (or person acquiring the Leasehold Estate pursuant to a Foreclosure Event under a Leasehold Mortgage) be liable under this Agreement unless and until such time as it becomes, and then only for so long as it remains,the owner of the Leasehold Estate. 18 15.4 Notice of Leasehold Mortgages. Promptly after Tenant enters into any Leasehold Mortgage, Tenant or the Leasehold Mortgagee shall deliver to the City a true and correct copy of the Leasehold Mortgage together with written notification specifying the name and address of the Leasehold Mortgagee. The Leasehold Mortgagee identified in such notice or the mortgage filed of record shall be entitled to all the rights and protections of a Leasehold Mortgagee under this Agreement (as against both the City and any successor holder of the Fee Estate). The City agrees to acknowledge to Tenant and such Leasehold Mortgagee the City's receipt of any such materials and, following notification thereof, notice of any Assignment of such Leasehold Mortgage and to confirm that such Leasehold Mortgagee is or will be, upon closing of its financing or its acquisition of an existing Leasehold Mortgage, entitled to all of the rights and protections granted to Leasehold Mortgagee under this Agreement with the same force and effect as if such successor, assign or Affiliate were the Leasehold Mortgagee itself, in this Agreement, including after any premature termination of this Agreement. If the City has received actual or constructive notice of any Leasehold Mortgage, then such notice shall automatically bind the City's successors and assigns. 15.5 Modifications Required by Leasehold Mortgagee. If, in connection with obtaining, continuing or renewing any financing for which the Leasehold Estate, or the direct or indirect equity interests in Tenant, represents collateral in whole or in part, the Leasehold Mortgagee requires any modifications of this Agreement as a condition to such financing, then the City shall, at Tenant's or such Leasehold Mortgagee's request, promptly consider any such modifications in good faith. If such modifications do not (A) modify the Rent or the Term or (B) lessen the City's rights or increase the City's obligations under this Agreement by more than a de minimis amount in the reasonable judgment of the City, then the City shall execute and deliver to Tenant an amendment to this Agreement to effect such modifications. 15.6 Further Assurances. Upon request by Tenant or by any existing or prospective Leasehold Mortgagee, the City shall deliver to the requesting party such documents and agreements as the requesting party shall reasonably request to further effectuate the terms of this Agreement, including a separate written instrument in recordable form signed and acknowledged by the City setting forth and confirming, directly for the benefit of Leasehold Mortgagee and its successors and assigns, any or all rights of Leasehold Mortgagee; provided, however, that Tenant shall reimburse the City immediately upon demand therefor for any and.all reasonable third-party costs or expenses actually incurred by the City in complying with this Section 15.6. 15.7 Protection of Leasehold Mortgagees. Notwithstanding anything to the contrary set forth in this Agreement, if, and only for so long as, any Leasehold Mortgage is in effect,the following shall apply: (A) Lease Impairments. Any Lease Impairment made without First Leasehold Mortgagee's prior written consent (or any deemed consent under its 19 Leasehold Mortgage) shall be null, void, and of no further force or effect, and shall not bind Tenant, Leasehold Mortgagee or New Operator. For clarification, this Section 15.7(A) shall be inapplicable during any period that no Leasehold Mortgage is in effect. (B) Copies of Notices. If the City shall give any notice to Tenant under this Agreement, then the City shall at the same time and by the same means give a...copy of such notice to any Leasehold Mortgagee. No notice to Tenant shall be effective unless and until such notice has been duly given to Leasehold Mortgagee, provided the City has received notice of such Leasehold Mortgagee pursuant to Section 15.4. No exercise of the City's rights and remedies under or termination of this Agreement shall be deemed to have occurred or arisen or be effective unless the City has given like notice to each Leasehold Mortgagee as this Section 15.7(B) requires. Any such notice shall describe in reasonable detail the alleged Tenant default or other event allegedly entitling the City to exercise such rights or remedies. (C) Tenant's Cure Period Expiration Notice. If Tenant is in default under this Agreement and the cure period applicable to Tenant expires without cure of Tenant's default,then the City shall promptly give notice of such fact to any Leasehold Mortgagee, which notice shall describe in reasonable detail Tenant's default(an"Tenant's Cure Period Expiration Notice"). (D) Right to Perform Covenants and Agreements. Any Leasehold Mortgagee shall have the right, but not the obligation, to perform any obligation of Tenant under this Agreement and to remedy any default by Tenant. The City shall accept performance by or at the instigation of a Leasehold Mortgagee in fulfillment of Tenant's obligations, for the account of Tenant, and with the same force and effect as if performed by Tenant. No performance by or on behalf of such Leasehold Mortgagee shall cause it to become a"mortgagee in possession" or otherwise cause it to be deemed to be in possession of the Improvements or bound by or liable under this Agreement. (E) Notice of Default and Cure Rights. Upon receiving any notice of default, any Leasehold Mortgagee shall have the right within the same cure period granted to Tenant under this Agreement, extended through the date 90 days after such Leasehold Mortgagee shall have received Tenant's Cure Period Expiration Notice within which to take (if any Leasehold Mortgagee so elects; such actions, "Mortgagee's Cure"; and a Leasehold Mortgagee's rights to take such actions, including pursuit of an Enforcement Action, collectively, "Mortgagee's Cure Rights"). (F) During Cure Period. At any time during the cure period (if any) that applies to Tenant, extended through the date that is 120 days after such Leasehold Mortgagee's receipt of Tenant's Cure Period Expiration Notice 20 as to such nonmonetary default, or if no cure period applies to Tenant, then within 120 days after such Leasehold Mortgagee's receipt of notice of such default, such Leasehold Mortgagee shall be entitled to institute proceedings, and (subject to any stay in any Bankruptcy Proceedings affecting Tenant or any injunction, unless such stay or injunction is lifted) provided that from and after the institution of such proceedings, such Leasehold Mortgagee shall diligently prosecute the same to completion, to obtain possession of the Improvements as mortgagee (including possession by a receiver), or acquire directly, or cause its assignee, nominee, or designee to acquire, the Leasehold' Estate through a Foreclosure Event, or foreclose on its pledged collateral, as applicable (the obtaining of such possession or the completion of such acquisition, "Control of the Leased Premises"). (1) Further Cure After Control of Leased Premises. Upon obtaining Control of the Leased Premises (whether before or after expiration of any otherwise applicable cure period), such Leasehold Mortgagee or, in the event the Leasehold Estate is acquired through a Foreclosure Event, such New Operator, shall be required to proceed with reasonable diligence and reasonable continuity to. cure such nonmonetary defaults as are then reasonably susceptible of being cured by such Leasehold Mortgage or New Operator (excluding Tenant's Personal Defaults, which Leasehold Mortgagee need not cure), within a reasonable time under the circumstances, but, subject to Force Majeure Events, in no event more than 120 days after Leasehold Mortgagee obtains Control of the Leased Premises. (2) Effect of Cure. Upon the cure of a default by such Leasehold Mortgagee or New Operator, as the case may be, in accordance with this Agreement, this Agreement shall continue in full force and effect as if no default(s)had occurred. Leasehold Mortgagee's exercise of Mortgagee's Cure Rights shall not be deemed an assumption of this Agreement in whole or in part. (G) Forbearance by the City. (1) So long as a Leasehold Mortgagee shall be diligently exercising its Mortgagee's Cure Rights, including the commencement and pursuit of an Enforcement Action, within the applicable cure periods set forth above, the City shall not, to the extent permitted under this Agreement, (i)re-enter the Leased Premises to cure the Tenant Event of Default, (ii)bring a proceeding on account of such default to (a)re-enter the Leased Premises to cure the Tenant Event of Default, (b) dispossess Tenant or other occupants of the Leased Premises, (c)terminate the Leasehold Estate, or 21 (d) accelerate payment of Rent or any other amounts payable by Tenant under this Agreement. (2) Nothing in this Section 15 shall, however, be construed to either (i) extend the Term beyond the Expiration Date that would have applied if no default had occurred or (ii) require any Leasehold Mortgagee to cure any Personal Default by Tenant as a condition to preserving this Agreement or to obtaining a New Agreement (but this shall not limit such Leasehold Mortgagee's obligation to seek to obtain Control of the Leased Premises, and thereafter consummate a Foreclosure Event, by way of Mortgagee's Cure Rights, if such Leasehold Mortgagee desires to preclude the City from terminating this Agreement on account of a Personal Default of Tenant). (3) Nothing in this Section 15 shall preclude the City from exercising its rights to sue for damages, specific performance, or other equitable relief (excluding "self-help", dispossession, termination or engagement of new management company) under Section 10.2(B). (H) Leasehold Mortgagee's Right to Enter Leased Premises. The City and Tenant authorize each Leasehold Mortgagee to enter the Improvements and the Leased Premises as necessary to affect Mortgagee's Cure and take any action(s) reasonably necessary to effect Mortgagee's Cure without such action being deemed to give Leasehold Mortgagee possession of the Leased Premises. (I) Rights of New Operator Upon Acquiring Control. If any New Operator shall acquire the Leasehold Estate pursuant to a Foreclosure Event and shall continue to exercise Mortgagee's Cure Rights as to any remaining defaults (other than Personal Defaults, which New Operator need not cure), then any Personal Defaults by Tenant shall no longer be deemed defaults and the City shall recognize the rights of such New Operator hereunder as if such New Operator were Tenant. (J) Interaction Between Agreement and Leasehold Mortgage. Tenant's default as mortgagor under a Leasehold Mortgage shall not constitute a default under this Agreement, except to the extent that Tenant's actions or failure to act in and of itself constitutes a breach of this Agreement. The exercise of any rights or remedies of a Leasehold Mortgagee under a Leasehold Mortgage, including the consummation of any Foreclosure Event, shall not constitute a default under this Agreement (except to the extent such actions otherwise constitute a breach of this Agreement). 15.8 First Leasehold Mortgagee's Right to a New Agreement. 22 (A) If this Agreement shall terminate by reason of the City exercising any right it has under this Agreement to terminate, a rejection in Tenant's bankruptcy, or option of Tenant to treat this Agreement as terminated under 11 U.S.C. § 365(h)(1)(A)(i), or any comparable provision of Applicable Law, the City shall promptly give notice of such termination to any Leasehold Mortgagee of which the City has notice. The City shall, upon a First Leasehold Mortgagee's request given within 30 days after such First Leasehold Mortgagee's receipt of such notice, enter into (and if the City fails to do so, shall be deemed to have entered into) a new lease of the Leased Premises effective as of (or retroactively to) the date of the termination of this Agreement, for the remainder of the Term, as if no termination had occurred, with a New Operator on the same terms and provisions of this Agreement, including the Purchase Option and all other rights, options, privileges and obligations of Tenant under this Agreement, but excluding any requirements that have already been performed or no longer apply (a "New Agreement"); provided, that the First Leasehold Mortgagee shall, at the time of execution and delivery of such New Agreement, (i) pay the City any and all Rent and any other amounts required to be paid by Tenant to the City under this Agreement (determined as if this Agreement had not been terminated), and (ii) cure any nonmonetary defaults (other than Personal Defaults, which First Leasehold Mortgagee need not cure) under this Agreement (determined as if this Agreement had not been terminated) or, if such nonmonetary default is of a nature that it cannot with due diligence be cured upon such execution and delivery, then the First Leasehold Mortgagee shall (x)upon such execution and delivery, advise the City of its intention to take all steps necessary to remedy such nonmonetary default (other than Personal Defaults, which First Leasehold Mortgagee need not cure), and (y) promptly and duly commence the cure of such default and thereafter diligently prosecute to completion the remedy of such default, which completion must be achieved within a reasonable time under the circumstances, subject to Force Majeure Events. In no event, however, shall the New Operator be required to cure a Personal Default of Tenant as a condition to obtaining or retaining a New Agreement or otherwise. From the date this Agreement terminates until the date of execution and delivery of any such New Agreement (the "New Agreement Delivery Date"), the City may, at its option, perform maintenance and repair of the Improvements and the Leased Premises; provided, however, the City shall not (1) operate the Leased Premises in an unreasonable manner, (2)take any affirmative action to cancel any license or sublease or accept any cancellation, termination or surrender of a sublease, except due to such licensee's or subtenant's default, or (3)lease any of the Leased Premises except to New Operator. (B) The following additional provisions shall apply to any New Agreement: 23 (1) Form and Priority. Any New Agreement (or, at the City's option, a memorandum thereof) shall be in recordable form. Such New Agreement shall not be subject to any rights, liens, or interests other than permitted exceptions and other exceptions to title existing as of the date of such New Agreement which were not created by the City. (2) Adjustment for Expenses. On the New Agreement Delivery Date, the New Operator shall pay to the City expenses incurred by the City during the period from the termination date of this Agreement to the New Agreement Delivery Date. (3) Assignment of Certain Items. On the New Agreement Delivery Date, the City shall assign to New Operator all of the City's right, title and interest in and to all moneys (including security deposits, insurance proceeds and condemnation awards), if any, then held by, or payable to, the City that Tenant (or Leasehold Mortgagee) would have been entitled to receive but for termination of this Agreement. On the New Agreement Delivery Date, the City shall also transfer to New Operator all sublease and service contracts to the extent assignable by the City. (4) Preservation of Licenses and Subleases. Between the date of the termination of this Agreement and the New Agreement Delivery Date, the City shall not take any affirmative action to cancel any license or sublease or accept any cancellation, termination or surrender of a license or sublease (it being understood that the City shall not be obligated to take any action to keep any licenses or subleases in effect). Any license or sublease which was terminated upon the tennination of this Agreement as a matter of law, shall, at New Operator's option, be reinstated upon execution of the New Agreement. (5) Separate Instrument, The City hereby agrees, at the request of any Leasehold Mortgagee, to enter into a separate instrument (and memorandum thereof in recordable form) memorializing such Leasehold Mortgagee's rights under this Section 15.8. 15.9 Priority of Leasehold Mortgages. If there is more than one Leasehold Mortgage, then whenever this Agreement provides a Leasehold Mortgagee with the right to consent or approve or exercise any right granted in this Agreement, the exercise or waiver of same by the First Leasehold Mortgagee shall control and be binding upon the holder(s) of all junior Leasehold Mortgages or other holders of debt, such as Mezzanine Lenders. 15.10 Liability of Leasehold Mortgagee. If a New Operator shall acquire Tenant's Leasehold Estate through a Foreclosure Event or a New Agreement shall be 24 granted to a New Operator pursuant to Section 15.8, such New Operator shall be liable for the performance of all of Tenant's covenants under this Agreement or such New Agreement, as the case may be, from and after the effective date of such Foreclosure Event or New Agreement. If (A)the New Operator is a Leasehold Mortgagee or its assignee, nominee or designee, (B) such Leasehold Mortgagee, or its assignee, designee or nominee, as applicable, then assigns this Agreement or the New Agreement to a third-party assignee, and (C) such third- party assignee delivers to the City an agreement under which such assignee assumes and agrees to perform all the terms, covenants, and conditions of this Agreement or such New Agreement, in form reasonably acceptable to the City, the Leasehold Mortgagee, or its assignee, designee or nominee, as applicable, shall be automatically and entirely released and discharged from the performance, covenants, and obligations of the New Operator under this Agreement or the New Agreement,thereafter accruing. 15.11 Casualty and Condemnation Proceeds. If a casualty or a Condemnation Action shall occur with respect to all or any portion of the Improvements and the Leased Premises and restoration is to occur pursuant to the provisions of this Agreement, any insurance proceeds shall be handled in accordance with Section 8. The City understands that Tenant may irrevocably appoint Leasehold Mortgagee as its representative to participate in any settlement regarding, and with regard to, the disposition and application of said insurance proceeds or Condemnation Awards. The City will recognize and deal with Leasehold Mortgagee for such purposes. The City hereby acknowledges that no election by Tenant not to restore in the event of a casualty or Condemnation Action shall be effective unless Leasehold Mortgagee's consent has been granted to such election. 15.12 Mezzanine Lenders as Leasehold Mortgagees. The Parties agree that each lender under a Mezzanine Financing (as hereinafter defined) (each such lender, a "Mezzanine Lender") is intended to and shall be entitled to substantially the same protections and rights set forth in this Section 15 as provided to a Leasehold Mortgagee, modified as appropriate to reflect the nature of the limited liability company or limited partnership interest or stock pledge, as applicable, in favor of each such Mezzanine Lender, mutatis mutandis. If requested by Tenant in connection with a Mezzanine Financing, the Parties agree to negotiate, in good faith and with due diligence, an amendment to this Agreement or a separate agreement, containing commercially reasonable terms and conditions in order to specifically reflect such protections and rights set forth in this Section 15 as applicable to a Mezzanine Lender. Tenant shall be responsible for the out-of-pocket costs and expenses of the City's participation in such negotiations, including reasonable attorney's fees. As used herein, a "Mezzanine Financing" means a financing transaction which is secured by, inter alia, a pledge or collateral assignment of any or all of the limited liability company or limited partnership interests or the corporate stock of Tenant (or any entity holding a direct or indirect interest in Tenant), as applicable, either together with or in lieu of a Leasehold Mortgage (provided that if the same lender holds both a Leasehold Mortgage and such a pledge or collateral assignment, such lender shall be a 25 Leasehold Mortgagee, and such financing transaction shall be a Leasehold Mortgage,hereunder). 15.13 Rights of City. Notwithstanding anything contained herein to the contrary, any Leasehold Mortgage executed by Tenant shall comply with the following requirements: (A) the Leasehold Mortgage and all rights acquired thereunder shall be subject to each and all of the covenants, conditions, restrictions and provisions set forth in this Ground Lease, and to all rights of City hereunder; and (B) no Leasehold Mortgage shall encumber any interest in real property other than Tenant's leasehold interest in the Property, or secure debt which is not utilized for the purpose of the Project. 16. Purchase Option 16.1 Purchase Option. Tenant shall have the option to purchase all, or any part of, the Property (including, without limitation the Fee Estate and all rights and appurtenances thereto, and all Improvements (if any are owned by the City) thereon from the City on the terms and conditions set forth in this Section 16 (the "Purchase Option"). The Purchase Option shall be a continuing right and there shall be no limitation on the frequency or number of times Tenant may exercise its rights under the Purchase Option and this Section 16. 16.2 Exercise. Tenant may exercise the Purchase Option (i)by delivering written notice thereof to the City at any time during the Term; or (ii) if this Agreement is terminated pursuant to Section 8, by delivering written notice thereof to the City within six (6) months after the effective date of such termination. Tenant acknowledges that exercising the Purchase Option may trigger the collection of rollback taxes assessed upon a change of use of the Property, if any are owed. 16.3 Option Purchase Price. The purchase price to be paid by Tenant to the City in connection with the exercise of the Purchase Option (the "Option Purchase Price") shall be equal to One Dollar ($1.00) per acre of the Property plus assessed, but uncollected rollback taxes, if any are owed, provided the Deferred Rent has been paid pursuant to Section 4.1(c), otherwise it shall be equal to One Dollar ($1.00) per acre of Property plus assessed, but uncollected rollback taxes, if any are owed,plus the Deferred Rent that has not been paid. 16.4 Closing. If Tenant exercises the Purchase Option in accordance with this Section 16, then the closing of the conveyance of the Property and all Improvements thereon shall occur on a date set forth by Tenant in the notice by which Tenant exercised its Purchase Option, subject to the City's approval of such date, which will not be unreasonably withheld, conditioned or delayed. At such closing, (A) the City shall convey fee title to the Leased Premises and all Improvements thereon (to the extent of City's interest in such Improvements if any), free and clear of any liens, encumbrances and obligations, except for 26 easements and similar restrictions that do not adversely affect or impact the use and operation of the Improvements and the Leased Premises for their intended purposes and that impose no monetary obligations for Tenant, to Tenant, (B)Tenant shall pay the Option Purchase Price to the City and (C)the City and Tenant shall deliver such customary closing documents (e.g., settlement statements, title insurance, a survey tax reporting forms) and take such customary actions as shall be required in order to effect such conveyance in accordance with then-common Texas real estate conveyancing practice. The Parties agree that any transfer Taxes that are imposed in connection with the conveyance of the Leased Premises and all Improvements thereon to Tenant pursuant to this Section 16 shall be paid by the City. 16.5 Survival/Foffeiture. This Section 16 shall survive the expiration of the Term or termination of this Agreement pursuant to Section 8 (and regardless of Tenant, Leasehold Mortgagees or Mezzanine Lenders receiving any amounts set forth in Section 8.2 or 8.4). 17. Miscellaneous 17.1 Notices. Any notice and or statement required and permitted to be delivered shall be deemed delivered by actual delivery, by electronic mail, or by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: If to City: City of Round Rock 221 E. Main Street Round Rock, TX 78664 Attn: City Manager Phone: (512) 218-5400 Email: citymanager@roundrocktexas.gov With a required copy to: Sheets &Crossfield 309 E. Main Street Round Rock, TX 78664 Attn: Stephan L. Sheets Phone: (512) 255-8877 Email: steve@scrrlaw.com If to Tenant: KR CC, INC. P.O. Box 590 1305 Kalahari Drive Wisconsin Dells, WI 53965 Attn: Mary Bonte Spath Phone: (608) 254-5320 Email: mbonte@kalahariresorts.com 27 With required copy to: Shupe Ventura Lindelow&Olson, PLLC 9406 Biscayne Blvd. Dallas, Texas 74218 Attn: Misty Ventura Phone: (214) 328-1101 Email: misty.ventura@svlandlaw.com Michael Best&Friedrich LLP One South Pinckney Street, Suite 700 Madison, Wisconsin 53703 Attn: Michael S. Green Phone: (608) 257-3501 Email: msgreen@michaelbest.com Either Party may designate a different address at any time upon written notice to the other Party. 17.2 Force Majeure. Except as otherwise provided herein, an equitable adjustment shall be made for delay or failure in performing if such delay or failure is caused, prevented, or restricted by conditions beyond that Party's reasonable control (a "Force Majeure Event"). An event of force majeure for the purposes of this Agreement shall include, but not be limited to, acts of God, fire; explosion, vandalism; storm or similar occurrences; orders or acts of military or civil authority; litigation; changes in law, rules, or regulations outside the control of the affected Party; national emergencies or insurrections; riots; acts of terrorism; or supplier failures, shortages or breach or delay; unusual weather events; and unusual delays in obtaining City approvals of plats, permits, or other development approvals required to construct and operate the Project. Except as otherwise expressly provided herein, there shall be an equitable adjustment allowed for performance under this Agreement as the result of any event of force majeure. 17.3 Severability. In the event any provisions of this Agreement are illegal, invalid or unenforceable under present or future laws, and in that event, it is the intention of the Parties that the remainder of this Agreement shall not be affected. It is also the intention of the Parties of this Agreement that in lieu of each clause and provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 17.4 Time of the Essence. Time is of the essence in the performance of this Agreement. 17.5 Binding Effect,Amendments. This Agreement binds and inures to the benefit of the Parties' permitted successors and assigns. This Agreement may be amended only by the mutual written agreement of the Parties. 28 17.6 Waiver. A Party's failure to insist on strict performance of this Agreement or to exercise any right or remedy upon breach of this Agreement will not constitute a waiver of the performance, right, or remedy. A Party's waiver of the other Party's breach of any provision in this Agreement will not constitute a continuing waiver or a waiver of any subsequent breach of the same or any other provision. A waiver is binding only if set forth in a writing signed by the waiving Party. 17.7 Interpretation. 17.7.1 The term "including" shall mean "including, without limitation" and "including, but not limited to" and shall not be interpreted to imply any limitation on the more general preceding provision unless otherwise expressly stated. All references in this Agreement to Sections, Exhibits, or Schedules refer to the Sections, Exhibits, and Schedules of this Agreement unless otherwise expressly stated. Each Exhibit and Schedule referenced in this Agreement is incorporated herein by reference and made a part hereof. The headings and captions of the Sections,Exhibits and Schedules are included for convenience only and shall have no effect upon the construction or interpretation of this Agreement. 17.7.2 Each of the Parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which Party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, however its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any Party. 17.8 Entire Agreement. This Agreement, together with the Master Development Agreement and the Economic Development Program Agreement, constitute the entire agreement between the Parties and supersedes all prior agreements,whether oral or written, covering the subject matter of this Agreement. 17.9 No Joint Venture. It is acknowledged and agreed by the Parties that the terms hereof are not intended to and shall not be deemed to create any partnership or joint venture among the Parties. 17.10 No Third-Party Beneficiaries. Except for the rights of a Leasehold Mortgagee and a Mezzanine Lender provided herein, and as otherwise specifically provided in this Agreement,this Agreement is not intended to confer any rights, privileges, or causes of action upon any third party. 17.11 Attorneys' Fees. Except as otherwise expressly stated herein, the Parties shall bear their own costs and attorneys' fees incurred in connection with this Agreement. 17.12 Counterparts. The Parties may sign this Agreement in counteiparts, each of which will be considered an original, but all of which will constitute the same 29 Agreement. Facsimile signatures or signatures transmitted by e-mail or other electronic means shall be effective to bind the Parties. 17.13 Applicable Law. This Agreement is made, and shall be construed and interpreted, under the laws of the State of Texas and venue shall lie in Williamson County, Texas. 17.14 Interest. Except as otherwise expressly set forth in this Agreement, any payment required under this Agreement that is not timely made shall bear interest at the Interest Rate from the due date until paid in full. 17.15 Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. 17.16 Survival. This Section 17 shall survive the expiration of the Term or termination of this Agreement. 17.17 Hazardous Materials. Tenant shall not use, generate, manufacture, refine, produce process, store or dispose of any Hazardous Materials in, on, under or about the Property, except in strict compliance with all Applicable Laws. [signature page follows] 30 IN WITNESS WHEREOF, the Parties have entered in this Agreement as of the day and year first above written. CITY OF ROUND ROCK, TEXAS KR CC,INC. a home rule city and municipal corporation a Delaware corporation By: By: Alan McGraw, Mayor Todd Nelson,President [Signature Page to Ground Lease] 31 Exhibit A-1 Property (see attached) A-1 Exhibit A-2 Leased Premises (see attached) A-2 Exhibit B Deferred Rent Security (see attached) B-1 Exhibit C Program Resolution (see attached) C-1 Exhibit D Authorizing Resolution (see attached) D-1 Exhibit E Form of Assignment and Assumption Agreement and Lease-Back Agreement (see attached) E-1 Exhibit F Form of Memorandum of Lease and Purchase Option Recording Requested By and When Recorded Mail To: Michael Best& Friedrich LLP One South Pinckney Street, Suite 700 Madison, Wisconsin 53703 Attention: Michael S. Green MEMORANDUM OF LEASE AND OPTION This MEMORANDUM OF LEASE AND OPTION (this "Memorandum"), dated as of December , 2016 is entered into between CITY OF ROUND ROCK, TEXAS, a Texas local government home rule corporation (the "City"), and INC., a Delaware corporation ("Tenant"). RECITALS A. The City and Tenant entered into that certain Ground Lease Agreement, dated as of (the "Lease Agreement"), pursuant to which the City will lease to Tenant, and Tenant will lease from the City, for the Term (as such term is defined in the Lease), the real property described in Exhibit"A" attached hereto and incorporated herein by reference (the"Leased Premises"). B. The City and Tenant desire to execute this Memorandum to provide constructive notice of Tenant's rights under the Lease Agreement to all third parties. NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,the parties agree as follows: 1. Term. The City has agreed to lease the Leased Premises to Tenant for the Term, which Term will end approximately 99 years after the Effective Date (as such term is defined in the Lease). 2. Lease Terms. The lease of the Leased Premises to Tenant is pursuant to the Lease Agreement, which is incorporated into this Memorandum by reference. 3. Purchase Option. Tenant shall have the option to purchase the Leased Premises from the City (the "Purchase Option") upon and subject to the terms and conditions set forth in the Lease Agreement. F-5 4. Assignment. Tenant's ability to transfer its rights under the Lease Agreement and to sublease the Leased Premises is set forth in more detail in the Lease Agreement. 5. Leasehold Mortgagee's Right to New Agreement. Tenant's leasehold mortgagees are granted certain rights and protections, including notice and cure rights with respect to Tenant's defaults and the right, under certain circumstances that result in the termination of the Lease Agreement, to require the City to enter into a new lease with Tenant's senior leasehold mortgagee or its assignee, nominee or designee, all as set forth in more detail in the Lease Agreement. 6. Encumbrances. The Lease Agreement prohibits City from mortgaging or otherwise encumbering City's fee title interest in the Leasehold Premises with any mortgage, deed of trust, security deed, deed to secure debt, or any other similar instrument or agreement constituting a lien upon, or similarly encumbering, City's fee title interest in the Leasehold Premises. 7. Successors and Assigns. This Memorandum and the Lease Agreement shall bind and inure to the benefit of the parties and their respective heirs, successors and assigns, subject, however, to the provisions of the Lease Agreement. 8. Release. The Lease Agreement provides that Tenant will execute and record a release of this Memorandum within ten(10) Business Days (as defined in the Lease Agreement) following the expiration of the Purchase Option. 9. Governing Law. This Memorandum and the Lease Agreement are governed by Texas law. F-2 109581297 IN WITNESS WHEREOF, the City and Tenant have entered in this Memorandum as of the day and year first above written. CITY OF ROUND ROCK,TEXAS KR CC,INC. a home rule city and municipal corporation a Delaware corporation By: By: Alan McGraw, Mayor Todd Nelson,President F-3 109581297 ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the_day of December, 2016,by Alan McGraw, as Mayor of the CITY OF ROUND ROCK, TEXAS, a home rule city and municipal corporation. Notary Public State of Texas My Commission: ACKNOWLEDGMENT STATE OF WISCONSIN § COUNTY OF § This instrument was acknowledged before me on the_day of December, 2016,by Todd Nelson, as President of KR CC, INC., a Delaware corporation. Notary Public State of Wisconsin My Commission: F-4 109581297 Exhibit A Leased Premises (see attached) F-5 Exhibit G Krienke Tract Description (see attached) G-1 EXHIBIT F FORM OF ESCROW INSTRUCTIONS [Attached hereto] Michael Best&Friedrich LLP IMichael Attorneys at Law .- j Best One South Pinckney Street Suite 700 Madison,WI 53703 P.O.Box 1806 Madison,WI 53701-1806 Phone 608.257.3501 Fax 608.283.2275 December 2016 Michael S.Green Direct 608.28257-7482 Via E-mail&Hand Delivery Email msgreen@michaelbest.com Ms.Pat Katte First American Title Insurance.Company 10 West Mifflin Street, Suite 302 Madison,WI 53703 Re: Escrow Instruction Letter for the Purchase& Sale of 156.769 acres of vacant land located at 3801 E. Palm Valley Blvd., Round Rock, Texas ("Property") on December 2015 ("Closing Date") Dear Pat: This letter will serve as escrow instructions for the closing of the purchase and sale of the referenced Property, more specifically described in First American Title Insurance Company Commitment No. NCS-818999-MAD ("Title Commitment"), pursuant to the terms of that certain Commercial Contract — Unimproved Property dated December 23, 2015 ("Purchase Contract") by and between KR Acquisitions LLC ("KR Acquisitions") and Keith Krienke, Mark Meredith & Greg Carter and Greg Carter,Executer of Lisa M. Carter Estate(collectively,the"Seller"),as assigned to KR CC, Inc. ("KR CC")and further assigned to the City of Round Rock,Texas(the"City"). A. City's Deposits. On or before the Closing Date,the City will deposit the following items: 1. Documentation sufficient to satisfy all City requirements as"Buyer"set forth in Item No. 3 of Schedule C of the Title Commitment; 2. Assignment & Assumption Agreement and Lease-Back Agreement executed by KR CC and the City; 3. Title Commitment Mark-up; 4. Settlement Statement executed by the City;and 5. A wire transfer in the amount of the closing funds due from the City as indicated on the Settlement Statement approved and executed by the City("Closing Proceeds"). The Title Company shall hold the City's closing funds in trust until the Title Company confirms all requirements of this closing instruction letter have been met. B. Seller's Deposits. On or before the Closing Date, Seller will deposit the following documents, in form and substance as attached hereto: 1. Documentation sufficient to satisfy all Seller requirements set forth in Item Nos. 1, 2, 4, 5, 6, 7, 8, 9, 10, 11 and 12 of Schedule C of the Title Commitment; Michael a Best First American Title December___,2016 Page 2 2. Notice to Seller of Assignment & Assumption of Commercial Contract regarding assignment to KR CC and further assignment to the City; 3. Special Warranty Deed executed by Seller; 4. Commercial Owner's Affidavit executed by Seller; 5. Gap Indemnity executed by Seller; 6. Bill of Sale executed by Seller; 7. Certificate of Non-Foreign Status executed by Seller; 8. 1099-S Form executed by Seller; 9. [Termination of Leases executed by Lessor and Lessee]; 10. Settlement Statement executed by Seller; and 11. Wire Instructions. These documents will be delivered to you to hold in trust and disburse in accordance with the terms of this Escrow Instruction Letter. All documents delivered to you from the Seller and the City are hereinafter collectively referred to as the"Closing Documents." CLOSING AND DISBURSEMENT INSTRUCTIONS. Upon receipt of the above items from the City,KR CC and the Seller,you are authorized and instructed on behalf of the City and KR CC to: 1. Indicate your willingness to comply with these instructions by countersigning where indicated below and returning the countersigned letter by e-mail to Steve Sheets at steve@scrrlaw.com and Michael Green at msgreen@inichaelbest.com upon receipt of this letter; 2. Transmit to the undersigned via email to the undersigned your acceptance(indicated by initialing) of the enclosed Title Commitment Mark-up of the Commitments provided by the City and KR CC; 3. Confirm all of Seller's deposits must be properly executed and notarized. In addition, each legal description of the Property attached to any of the Closing Documents must match the legal description set forth in the Title Commitment Mark-up; 4. Upon email confirmation from the undersigned and when you are irrevocably committed to: (i) record/file the Special Warranty Deed with the County Clerk in Williamson County, Texas; and (ii) issue an Owner's Policy in favor of the City, including the endorsements as shown in the attached markup of the Title Commitment Mark-up, you are then authorized to disburse the Closing Proceeds pursuant to the Settlement Statement; and 5. Forward copies of all Closing Documents to the undersigned. Michael Ic Best First American Title December_,2016 Page 3 Notwithstanding any terns to the contrary contained herein, if you are unable to disburse the Closing Proceeds, or otherwise complete this transaction on the Closing Date, we ask that you hold all Closing Proceeds and Closing Documents pending receipt of instructions from both of the undersigned. If you have questions regarding this matter, please contact either of the undersigned. Sincerely, MICHAEL BEST&FRIEDRICH LLP CITY OF ROUND ROCK,TEXAS Michael S. Green Stephan L. Sheets msgreen@michaelbest.com steve@scrrlaw.com Attachments Cc: Ralph Gundrum(via e-mail) Misty Ventura(via e-mail) Merlin Lester(via e-mail) CLOSING ESCROW INSTRUCTION LETTER ACCEPTED AS OF THE DAY OF DECEMBER,2016: FIRST AMERICAN TITLE INSURANCE COMPANY By: Pat Katte,Authorized Representative Michael Michael Best&Friedrich LLP zAttorneys at Law Best One South Pinckney Street Suite 700 Madison,WI 53703 P.O.Box 1806 Madison,WI 53701-1806 Phone 608.257.3501 Fax 608.283.2275 December 2016 Michael S.Green Direct 608.28257-7482 Via E-mail&Hand Delivery Email msgreen@michaelbest.com Ms. Pat Katte First American Title Insurance Company 10 West Mifflin Street, Suite 302 Madison,WI 53703 Re: Escrow Instruction Letter for the Purchase & Sale of 156.769 acres of vacant land located at 3401 E. Palm Valley Blvd., Round Rock, Texas ("Property") on December 2015 ("Closing Date") Dear Pat: This letter will serve as escrow instructions for the closing of the purchase and sale of the referenced Property, more specifically described in First American Title Insurance Company Commitment No. NCS-818998-MAD ("Title Commitment"), pursuant to the terms of that certain Commercial Contract — Unimproved Property dated December 17, 2015, as amended by First Amendment to Commercial Contract — Unimproved Property dated December 21, 2015 ("Purchase Contract") by and between KR Acquisitions LLC ("KR Acquisitions") and Bertha M. Keller, John D. Johnson (collectively, the "Seller"), as assigned to KR CC, Inc. ("KR CC") and further assigned to the City of Round Rock,Texas(the"City"). A. Ci, 's Deposits. On or before the Closing Date,the City will deposit the following items: 1. Documentation sufficient to satisfy all City requirements as"Buyer" set forth in Item No. 3 of Schedule C of the Title Commitment; 2. Assignment & Assumption Agreement and Lease-Back Agreement executed by KR CC and the City; 3. Title Commitment Mark-up; 4. Settlement Statement executed by the City; and 5. A wire transfer in the amount of the closing funds due from the City as indicated on the Settlement Statement approved and executed by the City("Closing Proceeds"). The Title Company shall hold the City's closing funds in trust until the Title Company confirms all requirements of this closing instruction letter have been met. B. Seller's Deposits. On or before the Closing Date,Seller will deposit the following documents, in form and substance as attached hereto: 1. Documentation sufficient to satisfy all Seller requirements set forth in Item Nos. 1, 2, 4, 5,6, 7, 8,9, and 10 of Schedule C of the Title Commitment; /4, Michael Best First American Title December_,2016 Page 2 2. Notice to Seller of Assignment & Assumption of Commercial Contract regarding assignment to KR CC and further assignment to the City; 3. Special Warranty Deed executed by Seller; 4. Commercial Owner's Affidavit executed by Seller; 5. Gap Indemnity executed by Seller; 6. Bill of Sale executed by Seller; 7. Certificate of Non-Foreign Status executed by Seller; 8. 1099-S Form executed by Seller; 9. [Termination of Leases executed by Lessor and Lessee]; 10. Settlement Statement executed by Seller;and 11. Wire Instructions. These documents will be delivered to you to hold in trust and disburse in accordance with the terms of this Escrow Instruction Letter. All documents delivered to you from the Seller and Buyer are hereinafter collectively referred to as the"Closing Documents." CLOSING AND DISBURSEMENT INSTRUCTIONS. Upon receipt of the above items from the City,KR CC and the Seller,you are authorized and instructed on behalf of the City and KR CC to: 1. Indicate your willingness to comply with these instructions by countersigning where indicated below and returning the countersigned letter by e-mail to Steve Sheets at steve@scri-law.com and Michael Green at ms reen e,michaelbest.com upon receipt of this letter; 2. Transmit to the undersigned via email to the undersigned your acceptance(indicated by initialing) of the enclosed Title Commitment Mark-up of the Commitments provided by the City and KR CC; 3. Confirm all of Seller's deposits must be properly executed and notarized. In addition, each legal description of the Property attached to any of the Closing Documents must match the legal description set forth in the Title Commitment Mark-up; 4. Upon email confirmation from the undersigned and when you are irrevocably committed to: (i) record/file the Special Warranty Deed with the County Clerk in Williamson County, Texas; and (ii) issue an Owner's Policy in favor of the City, including the endorsements as shown in the attached markup of the Title Commitment Mark-up, you are then authorized to disburse the Closing Proceeds pursuant to the Settlement Statement; and 5. Forward copies of all Closing Documents to the undersigned. Michael Best First American Title December_,2016 Page 3 Notwithstanding any terms to the contrary contained herein, if you are unable to disburse the Closing Proceeds, or otherwise complete this transaction on the Closing Date, we ask that you hold all Closing Proceeds and Closing Documents pending receipt of instructions from both of the undersigned. If you have questions regarding this matter, please contact either of the undersigned. Sincerely, MICHAEL BEST&FRIEDRICH LLP CITY OF ROUND ROCK,TEXAS Michael S.Green Stephan L. Sheets msgreen@michaelbest.com steve@scrrlaw.com Attachments Cc: Ralph Gundrum(via e-mail) Misty Ventura(via e-mail) Merlin Lester(via e-mail) CLOSING ESCROW INSTRUCTION LETTER ACCEPTED AS OF THE DAY OF DECEMBER,2016: FIRST AMERICAN TITLE INSURANCE COMPANY By: Pat Katte,Authorized Representative Michael Best&Friedrich LLP . Michael Attorneys at Law 2m Best One South Pinckney Street Suite 700 Madison,WI 53703 P.O.Box 1806 Madison,WI 53701-1806 Phone 608.257.3501 Fax 608.283:2275 December ,2016 Michael S.Green Direct 608.28257-7482 Via E-mail&Fed Ex Email msgreen@michaelbest.com Mr.Troy Conover Austin Title Insurance Company Hartland Plaza Building 1717 West 6th Street#105 Austin,Texas 78703 Re: Escrow Instruction Letter for the Purchase&Sale of 131.972 acres of vacant land located along Highway 79 & Kenney Fort Blvd. in Round Rock, Texas ("Property") on December 2015 ("Closing Date") Dear Troy: This letter will serve as escrow instructions for the closing of the purchase and sale of the referenced Property, more specifically described in Austin Title Insurance Company Commitment No. AUT15001885 ("Title Commitment"), pursuant to the terms of that certain Commercial Contract — Unimproved Property dated October 30, 2015, as amended by First Amendment to Commercial Contract ("Purchase Contract") by and between KR Acquisitions LLC ("KR Acquisitions") and Bison Tract 79, Ltd. ("Seller"), as assigned to KR CC, Inc. ("KR CC") and further assigned to the City of Round Rock, Texas(the"City"). A. City's's Deposits. On or before the Closing Date,the City will deposit the following items: 1. Documentation sufficient to satisfy all City requirements as "Buyer" set forth in Item Nos. 3,6 and 9 of Schedule C of the Title Commitment; 2. Assignment & Assumption Agreement and Lease-Back Agreement executed by KR CC and the City; 3. Title Commitment Mark-up; 4. Settlement Statement executed by the City;and 5. A wire transfer in the amount of the closing funds due from the City as indicated on the Settlement Statement approved and executed by the City("Closing Proceeds"). The Title Company shall hold the City's closing funds in trust until the Title Company confinns all requirements of this closing instruction letter have been met. B. Seller's Deposits. On or before the Closing Date,Seller will deposit the following documents, in form and substance as attached hereto: 1. Documentation sufficient to satisfy all Seller requirements set forth in Item Nos. 1,2, 7, 8 and 9 of Schedule C of the Title Commitment; Michael Best Austin Title December_,2016 Page 2 2. First Amendment to Commercial Contract executed by Seller; 3. Notice to Seller of Assignment & Assumption of Commercial Contract regarding assignment to KR CC and further assignment to the City; 4. Special Warranty Deed executed by Seller; 5. Commercial Owner's Affidavit executed by Seller; 6. Gap Indemnity executed by Seller; 7. Bill of Sale executed by Seller; 8. Certificate of Non-Foreign Status executed by Seller; 9. 1099-5 Form executed by Seller; 10. [Termination of Leases executed by Lessor and Lessee]; 11. Settlement Statement executed by Seller; and 12. Wire Instructions. These documents will be delivered to you to hold in trust and disburse in accordance with the terms of this Escrow Instruction Letter. All documents delivered to you from the Seller and the City are hereinafter collectively referred to as the"Closing Documents." CLOSING AND DISBURSEMENT INSTRUCTIONS. Upon receipt of the above items from the City,KR CC and the Seller,you are authorized and instructed on behalf of the City and KR CC to: 1. Indicate your willingness to comply with these instructions by countersigning where indicated below and returning the countersigned letter by e-mail to Steve Sheets at steve@scrrlaw.corn and Michael Green at ins reen e,michaelbest.com upon receipt of this letter; 2. Transmit to the undersigned via email to the undersigned your acceptance(indicated by initialing) of the enclosed Title Commitment Mark-up of the Commitments provided by the City and KR CC; 3. Confirm all of Seller's deposits must be properly executed and notarized. In addition, each legal description of the Property attached to any of the Closing Documents must match the legal description set forth in the Title Commitment Mark-up; 4. Upon email confirmation from the undersigned and when you are irrevocably committed to: (i) record/file the Special Warranty Deed with the County Clerk in Williamson County, Texas; and (ii) issue an Owner's Policy in favor of the City, including the endorsements as shown in the attached markup of the Title Commitment Mark-up, you are then authorized to disburse the Closing Proceeds pursuant to the Settlement Statement; and 5. Forward copies of all Closing Documents to the undersigned. Michael Best Austin Title December 2016 Page 3 Notwithstanding any terms to the contrary contained herein, if you are unable to disburse the Closing Proceeds, or otherwise complete this transaction on the Closing Date, we ask that you hold all Closing Proceeds and Closing Documents pending receipt of instructions from both of the undersigned. If you have questions regarding this matter,please contact either of the undersigned. Sincerely, MICHAEL BEST&FRIEDRICH LLP CITY OF ROUND ROCK,TEXAS Michael S. Green Stephan L. Sheets msgreen@michaelbest.com steve@scrrlaw.com Attachments Cc: Ralph Gundrum(via a-mail) Misty Ventura(via e-mail) CLOSING ESCROW INSTRUCTION LETTER ACCEPTED AS OF THE DAY OF DECEMBER,2016: AUSTIN TITLE COMPANY By: Troy Conover,Authorized Representative i CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of2 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no Interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-145407 i KR Acquisitions,LLC j Wisconsin Dells,WI United States Date Filed: it 2 Name of governmental entity or state agency that Is a party to the contract for which the form is 12/12/2016 being filed. City of Round Rock Date Acknowledged: 3 i 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 1 2016 Kalahari 380 Agreement This agreement is related to the development of a Kalahari Resort in Round Rock,Texas. Nature of interest 4 Name of Interested Parry City,State,Country(place of business) (check applicable) Controlling Intermediary Patel, Hamang Madison,WI United States X Boles,Jim Round Rock,TX United States X f Flemma,Sevario Milwaukee,WI United States X Harms,Bruce Madison,WI United States X I 's Downey,Tim Lake Forest,IL United States X Ventura,Misty Dallas,TX United States X Kane, Michael Madison,WI United States X I Green, Michael Madison,Wi United States X i Bonte Spath,Mary Wisconsin Dells,WI United States X i Nelson,Shari Wisconsin Dells,WI United States X i Nelson,Todd Wisconsin Dells,WI United States X Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 i� I CERTIFICATE OF INTERESTED PARTIES FORM 1295 2of2 I i Complete Nos,1-4 and 6 if there are Interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested partes. CERTIFICATION OF FILING ' 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-145407 KR Acquisitions,LLC Wisconsin Dells,WI United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 12!12!2016 being filed. City of Round Rock Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 2016 Kalahari 380 Agreement This agreement is related to the development of a Kalahari Resort in Round Rock,Texas. 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary i i 1 1 s I i i i i 3 i 1 i 5 Check only if there is NO Interested Patty. 6 AFFIDAVITI `��,�,�• I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. l NO?' �� ` ignature of authorized agent of contracting business entity AFFIX 140 Y.STAAMP-ISFAL A6bVE 1 ! ..s� � � I Sworn to and sdbs �lhP�pefole me,by the said 2r_ n � i P+t this the c7 ' t day of 20 t- ,to certify which,witness my hand and seal of office. i Signature o o icer administering oath Printed name of officer administering oath Title of offlcer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of2 7-7 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-145407 KR Acquisitions, LLC Wisconsin Dells,WI United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/12/2016 being filed. City of Round Rock Date Acknowledged: 12/15/2016 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 2016 Kalahari 380 Agreement This agreement is related to the development of a Kalahari Resort in Round Rock,Texas. Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Patel, Hamang Madison,WI United States X Boles,Jim Round Rock,TX United States X Flemma, Sevario Milwaukee,WI United States X Harms, Bruce Madison,WI United States X Downey,Tim Lake Forest, IL United States X Ventura, Misty Dallas,TX United States X Kane, Michael Madison,WI United States X Green, Michael Madison,WI United States X Bonte Spath, Mary Wisconsin Dells,WI United States X Nelson,Shari Wisconsin Dells,WI United States X Nelson,Todd Wisconsin Dells,WI United States X Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277 CERTIFICATE OF INTERESTED PARTIES FORM 1295 2 of 2 7-7 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2016-145407 KR Acquisitions, LLC Wisconsin Dells,WI United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/12/2016 being filed. City of Round Rock Date Acknowledged: 12/15/2016 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 2016 Kalahari 380 Agreement This agreement is related to the development of a Kalahari Resort in Round Rock,Texas. Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said this the day of 20 ,to certify which,witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277