Loading...
HomeMy WebLinkAboutResolution - 2021-R0493 - LEDA Expenditure to Bandera Ventures, LP 12.14.21Resolution No. 2021-R0493 Item No. 6.15 December 14, 2021 RESOLUTION WHEREAS, pursuant to Section 501.073 of the Texas Local Government Code the of Lubbock, as the corporation's authorizing unit, has the authority to approve all programs expenditures of the Lubbock Economic Development Alliance (LEDA); and WHEREAS, the City Council finds that it is in the best interest of the public to apprc the program or expenditure, as proposed to the City Council by LEDA, as set forth in Exhi "A" attached hereto and incorporated herein by reference; NOW THEREFORE: BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the program or expenditure of the Lubbock Economic Development Alliance, the amount set forth in Exhibit "A" attached hereto and incorporated herein by reference, to provided to Bandera Ventures, LP, a Texas Corporation is hereby approved pursuant to Secti 501.073 of the Texas Local Government Code. Passed by the City Council on ATTEST: Re coca Garza, City SecretarAj Brianna Gerardi, PROVED AS TO FORM: elli Leisure, Assistant City Attorney ccdocs/RES.LEDA Expenditure-Bandera 12.1.21 December 14, 2021 Development Resolution No. 2021-R0493 RE 18-21 RESOLUTION APPROVING BANDERA VENTURES, LP THE STATE OF TEXAS COUNTY OF LUBBOCK At a regular meeting of the Board of Directors of LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC., a Texas nonprofit corporation (LEDA), on Wednesday, June 27, 2018, held in conformity with the bylaws, after due notice as therein provided, a quorum being present and acting, the following resolution was unanimously adopted: WHEREAS, LEDA presented to members of the Board the proposal of a possible Economic Development Grant and Contract to Bandera Ventures, LP. The terms and conditions of such Economic Development Grant and Contract, other than the normal terms and conditions applicable to all such Economic Development Grant and Contracts by the Corporation, are described generally as follows, to wit: LEDA hereby grants Bandera Ventures approximately 10.837 acres in the Lubbock Business Park made under the following terms and conditions: Grant the Developer, Bandera Ventures, LP, 10.837 acres of land as identified as Lot 22 in Special Warranty Deed and the Purchase and Sale Agreement, for a purchase price of $100, for the purpose of the Developer to build a speculative building on said Property in accordance with the terms and conditions set forth in the Purchase and Sale Agreement. The developer has the right and option to purchase the property identified as Lot 21, which is adjacent to the property and in the Lubbock Business Park, in accordance with the terms and conditions of the Purchase and Sale Agreement and LEDA and developer agree that this Agreement shall apply to Lot 21 in the event Developer elects to purchase said lot. WHEREAS, the Board finds that an Economic Development Grant and Contract conveying 10.837 acres of land to the Developer to build a speculative building in the Lubbock Business Park described above meet and comply with the qualifications and purposes of the Corporation for the granting of such Economic Development Grants and Contracts with the option to purchase the property identified as Lot 21 in the Lubbock Business Park. WHEREAS, the Board further finds that Recipient is a Texas limited partnership authorized to do business in Texas and offering an Economic Development Grant and Contract containing the incentives described above will promote business development, employment, and the public welfare within the City of Lubbock as well as the retention of jobs within the city of Lubbock. Upon motion made by Director Mr. Barry Orr and seconded by Director, Dr. John Opperman, with Director, with Mr. Jim Gilbreath voting against, it was approved, and it was, RESOLVED, that LEDA offer and, if accepted by Recipient, enter into an Economic Development Grant and Contract with Bandera Ventures, LP. This Economic Development Grant and Contract will be on the normal terms and conditions of such Economic Development Grant and Contract offered by LEDA to existing businesses and business prospects will contain the following additional specific terms and conditions, to wit: Grant the Developer, Bandera Ventures, LP, 10.837 acres of land, for the purchase price of $100, as identified as Lot 22 in Special Warranty Deed and the Purchase and Sale Agreement for the purpose of the Developer to build a speculative building on said Property in accordance with the terms and conditions set forth in the Purchase and Sale Agreement and the developer has the right and option to purchase the property identified as Lot 21, which is adjacent to the property and in the Lubbock Business Park, in accordance with the terms and conditions of the Purchase and Sale Agreement and LEDA and developer agree that this Agreement shall apply to said Lot 21 in the event Developer elects to purchase the lot. RESOLVED FURTHER, that LEDA shall offer the above described Economic Development Grant and Contract to Recipient and if accepted by Recipient, the officers of LEDA are authorized and directed to enter into such Economic Development Grant and Contract to convey 10.837 acres, for the purchase price of $100, to build a speculative building in the Lubbock Business Park. The developer has the right and option to purchase the property identified as Lot 21, which is adjacent to the property and in the Lubbock Business Park, in accordance with the terms and conditions of the Purchase and Sale Agreement and LEDA and developer agree that this Agreement shall apply to said Lot 21 in the event Developer elects to purchase the lot. RESOLVED FURTHER, that the appropriate officers of LEDA be, and each of them individually hereby is, authorized, empowered and directed, for, and in the name of and on behalf of LEDA, to take any and all actions and to execute and deliver any and all documents, certificates, instruments or agreements as in their discretion they deem necessary, appropriate or advisable to carry out the purposes and intent of the foregoing Resolutions shall conclusively establish their authority therefore and the approval of the documents, certificates, instruments or agreements so executed and the action so taken; and RESOLVED FURTHER, that any and all actions previously taken by LEDA or any of its officers, in connection with the documents, transactions and actions contemplated by the foregoing Resolutions be, and they hereby are, ratified, confirmed, approved and adopted in all respects as and for the acts and deeds of LEDA. John Osborne, President & CEO Linda Davis, Secretary PERFORMANCE AGREEMENT This Performance Agreement (the "Agreement") is made effective on between LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC., Te�Xnonprofit corporation (hereinafter referred to as "LEDA") and Bandera Ventures, LP, a Texas limited partnership, and its successors and assigns (hereinafter collectively referred to as "Developer"), by and through their duly authorized officers and affiliate organizations under the terms and conditions that follow. 1. Applicable Law: It is understood by and between the parties that the term "Act," as used herein, is intended to mean the Development Corporation Act of 1979, as amended. (Sec 501.001 et seq, Local Government Code, formerly Sec 5190.6, VACS.) The parties hereto covenant and agree to comply with the terms of the Act applicable to this Agreement. 2.Parties: A. LEDA, a Texas non-profit corporation as well as a tax exempt 501(c) 4 entity, was created by the City of Lubbock, Texas, as an Industrial Development Corporation under the Act for the purpose of creating and retaining positions and encouraging new businesses to be established in Lubbock, Texas, to stimulate business and conunercial activities, as well as all other purposes allowed by the Act. B. Developer is negotiating a contract with LEDA in which LEDA agress to sell, convey, transfer and assign to Developer, and Developer agrees to purchase and accept from Seller certain "Property" located in the Lubbock Business Park as referenced in Exhibit A, Purchase and Sale Agreement, paragraph 2. Furthermore, Developer agrees to build a speculative building on said Property (the "Project") in accordance with the terms and conditions set forth in said Purchase and Sale Agreement. C. Developer is a Texas limited partnership authorized to do business in Texas. 3. Purpose: The purpose for this Agreement is to formalize the agreements between LEDA and Developer for the payment of certain costs associated with Developer's Project and specifically state the covenants, representations of the parties, and the incentives associated with Developer's commitment to abide by the provisions of the Act and to abide by the terms of this Agreement which has been approved by the Board of Directors of LEDA as complying with the specific requirements of the Act. It is expressly agreed that this Agreement constitutes a single transaction. A failure to perform any obligation, which is Developer's to fulfill, by Developer may constitute a breach of the entire Agreement and terminate any further commitments by LEDA. 4. Definitions: A. The "&r " shall refer to the Development Corporation Act of 1979, as amended, as Sec 501.001 et seq, Local Government Code, formerly Sec 5190.6, VACS. B. "LEDA" shall refer to Lubbock Economic Development Alliance, Inc., a Texas non-profit corporation, created by the City of Lubbock as an "Industrial Development Corporation," pursuant to the Act. Pagel of 7 483692264)M 3 LEDABandera Ventures , 7 C. "Project" shall mean the project identified in Paragraph 2B, above. D. "Developer" shall refer to Bandera Ventures, LP and its sucessors and assigns, a Texas limited partnership authorized to do business in Texas. and the Developer party to this Agreement. E. "Term", as used herein, shall begin with the date of this Agreement, and end the earlier of three (3) years following Developer's obtaining its Certificate of Occupancy or on the sale of the Project in 4C herein (the "Termination Date") unless earlier breached by Developer's failure to perform. 5. Representations of Developer: A. Developer represents that it is authorized to do business in Texas and has authorization to enter into this Agreement on its behalf. B. Developer represents that it has sought from LEDA economic assistance pursuing Developer's Project. C. Developer represents that it has conferred with attorneys of its own choosing and is fully knowledgeable of the terms of the Act and understands the reporting requirements of the Act as set forth in Texas Code Ann. §313.032, as well as all conditions precedent and subsequent as required to be eligible for the incentives offered by LEDA, including the Payback Provisions in Section 10. D. Developer understands and agrees that any variations as to any term of this Agreement or any terms or conditions of the incentives as stated must be mutually agreed to in written supplements or addenda since no oral agreements, amendments, or representations will be binding on either party. E. Developer agrees to comply with the requirements and representations included in the Purchase and Sale Agreement, attached hereto as Exhibit A and incorporated herein as if copied in full. 6. Representatiog$ by ,)4EDA: A. LEDA represents that it is established as an Industrial Development Corporation under the Act and further represents that the costs applied toward Developer's Project as stated in this Agreement have been found by the Board of Directors of LEDA sitting as fact finders have determined the Project to be in compliance with the requirements and purposes of the Act, the provisions of LEDA's charter, as well as for the benefit of the City of Lubbock, Lubbock County, Texas, and trade area. B. LEDA represents that it has authority to enter into this Agreement. LEDA understands and agrees that any variation in terms of this Agreement or the incentives offered to Developer or commitment by Developer will only be binding if mutually agreed to in Page 2 of 7 LED Bandera Ventures writing. C. LEDA represents that the real property described in Section 7 has gas, electric and communication services bordering such property. D. The site is eligible for Foreign Trade Zone designation. If Developer would like to apply for Foreign Trade Zone designation, LEDA would facilitate the application and activiation process on behalf of Developer. 7. Real Property: LEDA shall convey approximately 10.85 acres of land as identified by Special Warranty Deed attached within Exhibit B and pursuant to the terms and conditions as set forth in the "Purchase and Sale Agreement" attached as Exhibit A. Such conveyance shall take place at a simultaneously closing. The obligations and rights of Developer under this Agreement shall be conditioned upon the patties closing on the transfer under the Purchase and Sale Agreement. Developer has the right and option to purchase the property identified as Lot 21, which is adjacent to the Property in the Lubbock Business Park, in accordance with the terms and conditions of the Purchase and Sale Agreement. Developer and LEDA agree that this Agreement shall apply to said Lot 21 in the event Developer elects to purchase said lot. S. Real Property Incentive to be Awarded and Terms of Award A. Incentive by LEDA: LEDA hereby grants to Developer the Real Property identified by the Special Warranty Deed attached as Exhibit B for a purchase price of $100. B. Capital Incentive by Developer Developer agrees to build a speculative building on the Real Property at the Lubbock Business Park and to market said building for lease or sale to future businesses. 9. Cgndldons for Payment of Incentives: It is specifically agreed and understood by and between the parties that LEDA has agreed to grant the purchase of real property strictly upon the following terms and conditions: A. Any use of LEDA's name for publicity in connection with Developer's business or activities must be approved in advance by LEDA. It is understood that LEDA may make known its contributions to Developer. B. Developer shall have delivered to LEDA evidence of its authority for the execution and performance of this Agreement, as well as timely delivery of all other information expressly called for in this Agreement. C. For the duration of this Agreement, in order to receive benefits hereunder, Developer must maintain its legal status under federal and state law duly and remain qualified to do business in the State of Texas. D. The operations or activities of Developer and its employees with respect to the Project Page 3 of 7 LED Bandera Ventures 4 shall be performed and conducted in a professional and businesslike manner and shall be in keeping in all material respects with applicable federal and state laws and regulations, and any ordinances of the City of Lubbock and/or governmental entities which may have jurisdiction over operations and activities of the Project and the Developer. E. Developer certifies that the Developer does not and will not knowingly employ an undocumented worker in accordance with Chapter 2264 of the Texas Government Code, as amended. if during the Term of this Agreement, Developer is convicted of a violation under 8 U.S.C. § 1324a(f), Developer shall repay the amount of the public subsidy provided under this Agreement, with interest at the legal pre judgment interest rate, with reasonable attorney's fees, not later than the 120th day after the date LEDA notifies Developer of the violation. F. Any information obtained by LEDA or its agents or assigns during negotiations leading up to the execution of the Agreement or otherwise about the business, have or will be returned upon the execution of this Agreement, subject to a right to a continuing examination by LEDA in order to comply with LEDA's reporting obligations, if any. Such information shall be considered confidential and beyond the scope of any Open Records request as proprietary information. G. Developer will notify LEDA in writing within three (3) business days if an announcement is made that the Developer ceases construction of the speculative building. 10. Payback Provisions and Events of Default: Developer acknowledges that LEDA and Developer are required to remain in conformance with the statutory provisions of the Act. The parties hereto agree that in the event Developer fails to comply with the provisions of this Agreement, including but not limited to Paragraphs 5E, 9C, 9D, 9E or 11, and after written notice and failure to cure the violation continues for thirty (30) days after written notice to Developer, provided that if such violation can be cured but is not capable of being cured within said thirty (30) day period, Developer shall not be in default hereunder so long as Developer commences curative action within such thirty (30) day period, diligently and continuously pursues the curative action and fully and completely cures the violation within sixty (60) days after written is delivered to Developer, then LEDA, in its reasonable sole discretion, may terminate this Agreement. Should the provisions fail to be met by the Developer, after such notice and cure period, LEDA reserves the right to enter and take back possession of the Property provided Developer is reimbursed for all actual, out-of-pocket costs incurred by Developer to acquire, develop finance and lease the Property. 11. Assianment.: This Agreement shall not be assignable, either in whole or in part, except this Agreement may be assigned to any affiliate of Developer or any successor or assign of Developer by merger, consolidation or transfer of all or substantially all of the assets. Any assignment not authorized by this Agreement shall not disqualify the remaining or new entity from applying to LEDA for new incentive consideration. 12. No Privity of Endeavor Nor Joint Venture: It is specifically agreed that there shall be no privity of endeavor nor joint venture whatsoever between LEDA and Developer and the sole connection between the parties is the contribution of the economic assistance by LEDA under the Page 4of7 LED 6 Bandera Ventures* restricted conditions as set forth herein and that such contributions as stated herein are for the sole purposes as set forth herein and it shall in no way be construed as a continuing basis of financial support by LEDA to Developer. The parties hereto have entered into this Agreement in an arms -length transaction. No agency relationship or fiduciary relationship is intended to be created by this Agreement and no such relationship shall be determined to exist. 13. Good Faith -Normal Business Operations: The parties agree that this Agreement has been entered into in good faith and that each parry shall act in good faith in complying with its provisions. The parties further agree to transact all their business under and that which relates to this Agreement in accordance with their normal business operations. 14. Miscellaneous Provisions: A. Notices• For the purposes of any notices to be given, pursuant to the terms of this Agreement, the parties shall use the following addresses or any other address as may be changed by the parties, upon written notice to the other party, as follows: (1) John Osborne CEO and President LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. 1500 Broadway, 0' Floor Lubbock, TX 79401 (2) With a copy to: Ann Manning Attorney at Law Underwood Law Firm, PC P.O. Box 16197 Lubbock, Texas 79490 (3) With a copy to: Pryor Blackwell Bandera Ventures, LP 5820 W. Northwest Highway, Suite 200 Dallas, Texas 75225 (4) With a copy to: Munch Hard( Kopf & Harr, P.C. 500 N. Akard, Suite 3800 Dallas, Texas 75201 Attn: Melissa Jenner Notices shall be deemed to be given upon the placing in the United States Mail, Certified Mail, Page s or LED6 Bandera Ventures Return Receipt Requested, to the above -described addresses or as may be changed, pursuant to the terns and conditions hereof. B. Entire Agreement: This instrument constitutes the entire agreement between the parties hereto and neither this Agreement nor any of the Exhibits attached hereto, if any, can be altered, changed, or amended in any respect except by an instrument in writing duly executed by both parties. C. Governing Law and Performance: This Agreement shall be governed by the laws of the State of Texas and shall be deemed to be executed in and performance called for in Lubbock, Lubbock County, Texas. D. Partial Invalidity: In the event that any portion of this Agreement should be found or declared to be invalid for any reason, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the parties. E. Binding Effect: This Agreement shall be binding upon the undersigned, their successors and assign by merger, subject to the express terms of this Agreement concerning assignment. F. Force Maieure: If any default or performance of any other covenant or term of this Agreement is delayed by reason of strike, riots, shortages of labor, materials, supplies, or transportation, war, civil conunotion, act of God, governmental restrictions, regulations, or interference, fire, or other casualty, or any other circumstances beyond a signatory party's control, then the duty to do or perform the term or covenant, regardless of whether the circumstance is similar to any of those enumerated above or not, is excused during the delay period and all timeframes for performance under this Agreement shall be extended accordingly. G. Time ig of the Essence: The parties agree that time is of the essence in the execution of this Agreement. E CUTED in multiple counterparts, each of which is an original, on this day of 2018. LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. *JohnOs, an resident ATTEST: 1 I" LED Bandera Ventures -4 Page 7 of DEVELOPER: Bandera Ventures, LP, a Texas limited partnership By: Bandera Ventures GP, LLC, a Texas limited liability company its general partner LED Bandera Ventures,W PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this "Agreement") is entered into as of the Effective Date between Seller and Purchaser. 1. Basic Terms. The following terms apply to this Agreement: "Seller": Lubbock Economic Development Alliance, a Texas nonprofit corporation "Purchaser": Bandera Ventures, LP, a Texas limited partnership "Property": The property as more particularly described in Section 2 below. "Title Company": Commonwealth Land Title Insurance Company "Purchase Price": $100.00 "Effective Date": The date this Agreement Is executed by the latter to sign of Purchaser or Seller, as Indicated on the signature pages of this Agreement. If either Purchaser, Seller or both do not date the signature page, the Effective Date is the date Indicated on the signature page of the Title Company "Inspection Period": The period commencing on the Effective Date and ending on the date that is 120 days after the Effective Date. 'Closing Date Fifteen (15) days after the expiration of the Inspection Period, as may be extended, unless Purchaser elects to close on an earlier date. 2. Sale and Purchase. Seller agrees to sell, convey, transfer and assign to Purchaser, and Purchaser agrees to purchase and accept from Seller, the following (collectively, the "Property): a. An approximately 10.85 acre tract of real property presently identified as Lot 22 but to be platted in the future as the next subsequent plat number in the Lubbock Business Park subdivision, located in the City of Lubbock, County of Lubbock, State of Texas, and more particularly described on Exhibit A attached hereto and depicted on Exhibit A-1 attached hereto (the "Land*), together with all right, title and interest of Seller in and to (1) any Improvements and fixtures pertaining to the Land (collectively, the "Improvements"); (11) all streets, roads, alleys, easements, rights of way, licenses, and rights of ingress and egress abutting, adjacent, used in connection with or pertaining to the Land; (III) any strips or gores of real property between the Land and abutting or adjacent properties; and (iv) all appurtenances and all reversions and remainders in or to the Land (except those created hereunder) (collectively, the "Real Property"); b. any and all fixtures and other tangible personal property owned by Seller and now or hereafter located at or used In connection with the Real Property (the "Personal Property"); and PURCHASE AND SALE AGREEMENT Page 1 C. any and all intangible property, goodwill, rights and privileges owned by Seller and in any way related to, or used in connection with, the ownership. use or occupancy of the Real Property to the extent that they are assignable, including the Permits, Plans and Records, guaranties and warranties concerning the Real Property, and all rights, claims and recoveries under insurance policies related to the Real Property or Personal Property (collectively, the `Intangible Property"). The term "Permits" means any and all building, zoning and other permits, certificates, licenses and governmental approvals, prepaid impact fees or similar charges which service or pertain in any manner to the Real Property, utility rights and utility capacity rights, development rights and similar rights related to the Real Property, whether granted by governmental authorities or private persons. The term "Plans and Records" means all reports, studies or other records, books or documents relating to the ownership, use, construction or otherwise to the Real Property, including the following: surveys, maps, plats and street improvement specifications of the Real Property; soil, substratus, environmental, engineering, geological studies, reports and assessments; architectural drawings, plans, engineer's drawings and specifications; appraisals; We reports or policies together with any copies of documents referenced therein; and all development -related documents. 3. Property Information. a. Seller Documents. No later than five (5) Business Days after the Effective Date, Seller will deliver to Purchaser those items more particularly described on Schedule 1 attached hereto (the "Seller Documents") which are in Seller's possession or control. Seller shall cooperate with Purchaser and provide any other information Purchaser might reasonably request that is available at no additional cost to Seller. b. Title Commitment. Within fifteen (15) days after the Effective Date, the Title Company shall deliver to Seller and Purchaser the following documents and information regarding the Property: (1) a current commitment for title insurance (the "Title Commitment") for the Property Issued by the Title Company in the amount of the fair market value of the Property, as reasonably determined by Purchaser, with Purchaser as the proposed insured; and (2) true, complete and legible copies of all documents referenced in the Title Commitment as exceptions to title to the Property. C. Title Policy. Seller shall cause the Title Company, at Purchaser's sole cost and expense. to issue to Purchaser a Texas Standard Form T-1 Owner's Policy of True Insurance for the Property (the "Title Policy'), dated as of the Closing Date, in the amount of the fair market value of the Property, as reasonably determined by Purchaser, insuring good and indefeasible title to the Property subject to no Non -Permitted Exceptions (as defined below). Seller is responsible only for payment of the premium for the Title Policy and Purchaser shall pay the premiums charged for and costs associated with obtaining any endorsements or modifications to the Title Policy and for any loan policy or endorsements required by Purchaser's lender, if any. d. Survey. Within thirty (30) days after the Effective Date, Purchaser, at Purchaser's sole cost and expense, shall obtain and deliver to the Title Company an ALTAMSPS Land Title Survey of the Property signed and sealed by a surveyor licensed PURCHASE AND SALE AGREEMENT Page 2 In the State of Texas and dated no earlier than thirty (30) days prior to the Effective Date (the "Survey"). Among other things, the Survey shall (i) set forth an accurate metes and bounds description of the Property, (if) include a certification from such surveyor in the form prescribed by the current Minimum Standard Detail Requirements for ALTAINSPS Land iiitie Surveys, (111) locate all existing easements, rights -of -way, alleys, streets and roads (setting forth the book and page number of the recorded instruments creating the same), (€v) be sufficient for the Title Company to delete the survey exceptions from the Title Commitment and Title Policy, and (v) at a minimum, stipulate in such certification that the Survey includes Items 1, 2, 3, 4, 6, S. 11, 13, 16, 19 and 20 of Table A of such Minimum Standard Detail Requirements. Notwithstanding anything in this Agreement to the contrary, the Inspection Period shall be automatically extended one (1) day for each day any of the items set forth in subparagraphs 3.9. 3.b and 3.d above are delivered after the applicable due date. 4. Purchase Price. a. Purchase Price. The Purchase Price shall be payable to Seller in cash at Closing (as defined below). b. Initial Eamest Money. Within three (3) Business Days after the Effective Date, Purchaser shall deposit the amount of $10.00 (the 'Initial Earnest Money") with the Title Company. The Initial Earnest Money shall be applied to the Purchase Price at Closing. Seller and Purchaser stipulate that Purchaser's deposit of the Initial Earnest Money with the Title Company is sufficient consideration to support this Agreement. The Title Company shall hold, refund, disburse, and/or distribute the Initial Earnest Money, and any Additional Earnest Money (as defined below), in accordance with the terms of this Agreement. C. Additional Earnest Money. If Purchaser exercises its option to extend the Inspection Period pursuant to Section 5.b below, then, on or before the last day of the Inspection Period, Purchaser shall deposit an additional $10.00 (the "Additional Earnest Money"; together with the Initial Earnest Money, the "Earnest Money") with the Title Company; provided, however, in the event Purchaser does not extend the Inspection Period as provided in Section 5.b below, then such Additional Earnest Money shall not be due. The Additional Earnest Money shall be applied to the Purchase Price at Closing. The Earnest Money shall be non-refundable, subject to the provisions provided herein. 5, Inspection Period. a. Insoection Period. During the Inspection Period, Purchaser may: (1) review the Title Commitment and Survey and notify Seller of any objections thereto, (2) physically Inspect the Property, (3) review applicable laws, ordinances, and restrictions, and (4) conduct tests and studies of the Property which may be deemed necessary by Purchaser in its sole discretion. Purchaser or its employees or agents may enter upon the Property for purposes of subparagraphs 5.a.0l through W at any time from the Effective Date through the Closing Date. If, for any reason, Purchaser determines that it is unsatisfied with the Property during the Inspection Period, as may be extended, Purchaser may terminate this Agreement by notifying Seller in writing before the Inspection Period expires, which period may be extended, and the Earnest Money shall PURCRASE AND SALE AGREEMENT Page 3 be immediately returned to Purchaser. If Purchaser does not so timely terminate this Agreement, it shall have no further right to do so under this Section 5. b. Extension Option. Purchaser has one option to extend the Inspection Period (the "Extension Option") for an additional thirty (30) days. Purchaser may exercise the Extension Option by depositing the Additional Earnest Money with the Title Company and providing written notice to Seller on or before the last day of the Inspection Period. B. Title and Survey Review. At any time during the Inspection Period, which may be extended, Purchaser may object in writing to any liens, encumbrances, and other matters reflected by the Title Commitment or Survey. All such matters to which Purchaser so objects shall be "Non -Permitted Exceptions". Seller may, but shall not be obligated to, at its sole cost and expense, cure, remove or insure around all Non -Permitted Exceptions and give Purchaser written notice thereof no later than ten (10) days after Seller receives Purchaser's written objections; provided, however, Seller, at its sole cost and expense, shall be obligated to cure, remove or insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic's and materialmen's liens, and other liens and encumbrances against the Property (other than liens for taxes and assessments which are not delinquent) which either secure indebtedness or can be removed by payment of a sum of money, whether or not Purchaser objects thereto during the Inspection Period, and all such matters shall be deemed Non -Permitted Exceptions. If Seller does not timely cause all of the Non -Permitted Exceptions to be removed, cured or otherwise omitted from Purchaser's Title Commitment and timely deliver written notice thereof to Purchaser, Purchaser may, at any time and at its election, (a) terminate this Agreement and recover the Earnest Money by providing written notice of termination to Seller, and neither Purchaser nor Seller shall have any obligations under this Agreement except those that expressly survive the termination of this Agreement; or (b) purchase the Property subject to any or all Non-Penmitted Exceptions (other than liens that Seller is obligated to cure, remove or insure around) which will then be deemed approved by Purchaser. 7. Conditions to Closing. Purchaser's obligation to consummate this Agreement is subject to the following: a. As of the Closing, Seller has timely performed all of the obligations required by the terns of this Agreement to be performed by Seller. b. As of the Closing, all representations and warranties made by Seller to Purchaser in this Agreement shall be true, correct and complete in all respects. C. On the Closing Date, the Title Company shall irrevocably commit to deliver to Purchaser the Title Policy in accordance with Sectrons 3.c and 6. a. Closing. a. location: Date. The closing of the sale of the Property (the "Closing") shall occur on the Closing Date in the offices of the Title Company. b. Seller's Deliveries. At the Closing, Seller shall deliver to Purchaser: (1) a special warranty deed executed by Seller in the form attached hereto as Exhibit 13 conveying fee title to the Real Property to Purchaser subject only to such exceptions as Purchaser approved or is deemed to have approved during PURCHASE AND SALE AGREEMENT Page 4 its examination of the Title Commitment and Survey in accordance with Section 6 above, and in any event free of all liens (the "Deed"); (2) a bill of sale and general assignment executed by Seller in the form attached hereto as Exhibit C conveying, transferring, assigning all tangible property and intangible property related to the Property; (3) a certificate in the form of Exhibit D and otherwise complying with the Internal Revenue Code certifying that Seller is not a foreign person; (4) a memorandum executed by Seller in the form of Exhibit E to evidence the Purchase Option set forth in Section 18 below (the "Memorandum"); (6) possession of the Property, free of parties in possession, and In the same condition as on the Effective Date; (6) written evidence of Seller's authority to consummate the transaction contemplated by this Agreement and that the person signing on behalf of Seller has the authority to bind Seller; (7) an affidavit as to debts, liens and possession executed by Seller for the benefit of Purchaser and the Title Company, Indicating that there are no unpaid debts or liens relating to the Property, or any part thereof, and that there is no possession of the Property, or any part thereof; (8) a certificate of Seller that the representations and warranties of Seller set forth in Section 9 below are true, correct and complete in all material respects as of the Closing Date; (9) a closing statement prepared by the Title Company and approved by Seller and Purchaser, consistent with the terms of this Agreement; (10) written evidence of Seller's financial ability to perform the terms and covenants of this Agreement in particular those covenants set forth in Sections 16 and 17 of this Agreement and (11) such other documents as Purchaser and Title Company may reasonably request as necessary to convey, transfer and assign all of the Property to Purchaser. C. Purchaser's Deliveries. At Closing, Purchaser shall deliver to Seller. (1) the Memorandum executed by Purchaser, (2) written evidence of Purchaser's authority to consummate the transaction contemplated by this Agreement and that the person signing on behalf of Purchaser has the authority to bind Purchaser, (3) a certificate of Purchaser that the representations and warranties of Purchaser set forth in Section 9 below are true, correct and complete In all material respects as of the Closing Date; PURCHASE AND SALE AGREEMENT Pegs 5 (4) a closing statement prepared by the Title Company and approved by Seller and Purchaser, consistent with the terns of this Agreement; (5) the Purchase Price, adjusted as provided in this Agreement; and (6) such other documents as Seller and Title Company may reasonably request as necessary to comply with the terms and conditions of this Agreement. d. Seller's Closing Costs. Seller shall pay and be responsible for the following Closing costs: (1) the cost of recording the Deed; (2) all fees and premiums for the Title Policy (excluding any endorsements or modifications thereto); (3) the cost of the Survey; (4) the cost of all tax certificates relating to all taxes and other assessments Incurred or arising in relation to the Property; (5) one-half (1 /2) of the Title Company's escrow fees; (6) all costs and expenses incurred by or on behalf of Seller including Seller's attorney's fees; and (7) such other incidental costs and fees customarily paid by sellers of property in Lubbock County, Texas in transactions of a similar nature to the transactions provided herein. e. Purr_ aser's Closing Costs. Purchaser shall pay and be responsible for the following Closing costs: (1) the cost of recording the Memorandum; (2) one-half (1/2) of the Title Company's escrow fees; (3) all fees and premiums for endorsements or modifications to the Title Policy; (4) all costs and expenses incurred by or on behalf of Purchaser Including Purchaser's attorney's fees; and (5) such other incidental costs and fees customarily paid by purchasers of property in Lubbock County in transactions of a similar nature to the transactions provided herein. f. Deliveries Outside of Escrow. Seller hereby covenants and agrees to deliver to Purchaser, on or prior to the Closing, the following items: (1) Intangible Pronerty. Seller shall deliver to Purchaser the originals of the Intangible Property to the extent in Seller's Possession or Reasonable Control or, PURCHASE AND SALE AGREEMENT Page 6 if not, available copies thereof. The term "Seller's Possession or Reasonable Control" means within the possession or reasonable control of Seller or Seller's affiliates, Seller's property manager or its affiliates, or Seller's employees, agents or third party consultants or contractors, including attorneys. g. Prorations and Closing Fxc enses. (1) Closing Adjustments. In addition to other credits or prorations, if any, provided elsewhere in this Agreement, the cash due at Closing shall be adjusted as of the Closing Date in accordance with the provisions set forth in this Section 8.S to the extent applicable. Purchaser and Seller shall prepare a proration schedule (the "Proration Schedule') prior to Closing. Such adjustments, if and to the extent known and agreed upon as of the Closing Date, shall be paid by Purchaser to Seller or by Seller to Purchaser at Closing. Any such adjustments not determined or agreed upon as of the Closing Date, shall be paid by Purchaser to Seller, or Seller to Purchaser, as the case may be, In cash as soon as practicable following the Closing Date. For purposes of calculating prorations and the Proration Schedule, Purchaser shall be deemed to be title holder of the Property, and therefore entitled to the revenue and responsible for the expenses, after 12:00 a.m. on the Closing Date. The obligations of Seller and Purchaser set forth in this subsection B.a shall survive Closing. (2) Taxes. Seller Is tax exempt. Seller shall be responsible for any rollback or deferred taxes, which are payable because of change in ownership or land use. (3) Exoenses. No proration shall be made for insurance premiums and Insurance policies will not be assigned to Purchaser. (4) Uens. The amount of any monetary lien (including all prepayment penalties) affecting the Property on the Closing Date, other than as a result of the actions by, through or under Purchaser (a "Lien"), shall be paid by Seller at the Closing. (5) Settlement Sheet At the Closing, Seller and Purchaser shall execute a closing settlement statement to reflect the credits, prorations and adjustments contemplated by or specifically provided for In this Agreement. 9. Representations and Warranties. (A) Seller represents and warrants to Purchaser that: (a) Seller is a non-profit corporation, duly organized, validly existing and in good standing in the State of Texas and Seller has all requisite power and authority to execute and deliver this Agreement, and to carry out its obligations hereunder and perform the transactions contemplated hereby; (b) Seller is the owner of the Property free and clear of all liens, claims, or encumbrances except liens and security interests that will be released at or before Closing and no other person has any right to possession of, interests In or claims against the Property (other then as reflected by the Title Commitment); (c) Seller has no knowledge of any hazardous materials or storage tanks in, on or under the Property or of any on -site environmental contamination resulting from activities or operations on the Property or adjacent tracts; (d) neither the execution and delivery of this Agreement by Seiler nor the consummation of the transactions contemplated hereby will result in any breach or violation of or default under any judgment, decree, order, mortgage, lease, agreement, Indenture or other Instrument to which PURCHASE AND SALE AGREEMENT Pegs 7 Seller is a party; (e) there is no litigation, proceeding, claim or investigation, including, without limitation, any condemnation proceeding, tax reduction proceeding, attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or other proceedings In bankruptcy, pending or, to Seller's knowledge, threatened, against the Property. or against Seller; (f) there are no tenants or other parties In possession with a right to use or occupy the Property; (g) the Property is In full compliance with all Legal Requirements; (h) the Property Is zoned to permit Purchaser to develop a tilt -wall warehouse building thereon and there are no petitions, actions, hearings, planned or contemplated, relating to or affecting the zoning or use of the Property or any contiguous property; (€) there are no contracts or agreements affecting the Property other than this Agreement; {j) no person has any right, option, Interest, or claim to all or any part of the Property, whether subject to earnest money contract, option agreement, right of first refusal, reversionary or future Interests, or right of reverter, (k) all documents delivered by Seller to Purchaser pursuant to this Agreement are and shall be true, correct and complete in all material respects and, to the best of Seller's knowledge, the information contained therein is end shall be true, correct and complete in all material respects; (1) Seller is not a "foreign person," 'foreign partnership," 'foreign trust" or *foreign estate as those terms are defined in Section 1445 of the Internal Revenue Code; (m) Seller has the ability and means to perform the terms and covenants of this Agreement; (n) as of the Effective Date, no unpaid Special Amounts have accrued against or are allocable to the Property, and no portion of the Property Is currently appraised or assessed at a discount pursuant to a so-called agricultural exemption or similar provision under applicable law; (o) Seller Is tax exempt accordingly Seller has no obligation to pay real and personal property taxes, assessments and any other governmental or quasi -governmental Impositions of any kind on or relating to the Property; (and (p) neither Seller nor any of its "control affiliates" is a person or entity with whom U.S. persons or entities are restricted or prohibited from doing business under any laws, orders, statutes, regulations or other governmental action relating to terrorism or money laundering (including Executive Order No. 13224 effective September 24, 2001. and regulations of the Office of Foreign Asset Control of the Department of the Treasury). All of Seller's representations and warranties hereunder shall survive the Closing. (B) Purchaser represents and warrants to Seller that: (a) Purchaser is a limited partnership, duly organized, validly existing and in good standing in the State of Texas and Purchaser has all requisite power and authority to execute and deliver this Agreement, and to carry out its obligations hereunder and perform the transactions contemplated hereby; (b) neither the execution and delivery of this Agreement by Purchaser nor the consummation of the transactions contemplated hereby will result in any breach or violation of or default under any judgment, decree, order, mortgage, lease, agreement, indenture or other instrument to which Purchaser is a party; (c) all documents delivered by Purchaser to Seller pursuant to this Agreement are and shall be true, correct and complete in all material respects and, to the best of Purchaser's knowledge, the information contained therein is and shall be true, correct and complete in all material respects; (n) Purchaser has the ability and means to perform the terms and covenants of this Agreement; and (o) neither Purchaser nor any of its "control affiliates' is a person or entity with whom U.S. persons or entities are restricted or prohibited from doing business under any laws, orders, statutes, regulations or other governmental action relating to terrorism or money laundering (including Executive Order No. 13224 effective September 24, 2001, and regulations of the Office of Foreign Asset Control of the Department of the Treasury). All of Purchaser's representations and warranties hereunder shall survive the Closing. As used in this Section , the term "control affiliates" of either Party shall mean (1) any natural person, partnership, corporation, association, or other legal entity directly or indirectly owning, controlling, or holding with power to vote 50% or more of the outstanding voting securities of PURCHASE AND SALE AGREEMENT pap g such Party; (ii) any partnership, corporation, association, or other legal entity 50% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by such Party; (ill) any natural person, partnership, corporation, association, or other legal entity directly or indirectly controlling, or controlled by such Party; or (iv) any officer or director of such Party. Notwithstanding the foregoing, "control affiliates" for purposes of this Section shall include only those persons acting on behalf of such Party and performing services within the scope of the authority of such Party under this Agreement. The term 'Legal Requirements" means any applicable zoning, building, health, environmental, traffic, flood control, fire safety, handicap or other law, code, ordinance, rule or regulation. 10. Covenants and Agreements. Seller and Purchaser covenant and agree as follows: a. After the Effective Date, without Purchaser's prior written consent, Seller shall not (1) perform any grading or excavation, construction or removal of any improvement or make any other change or improvement upon or about the Property, except as expressly permitted in Section 16 of this Agreement; (ii) create or incur, or suffer to exist, any mortgage, lien, pledge or other encumbrance in any way affecting the Property, other than liens and security interests that will be released at or before Closing; (III) commit any waste or nuisance upon the Property; or (iv) impose any easements, covenants, conditions or restrictions on the Property or Institute or participate in any annexation, zoning, dedication or other governmental action regarding the Property, except as expressly permitted in Section 16 of this Agreement. b. Seller shall not, without the prior written consent of Purchaser, enter into, transfer, encumber, amend, extend, modify or in any way alter any lease, contract or agreement which affects the Property, except as expressly permitted in Section 16 of this Agreement. C. Seller shall promptly furnish Purchaser with any and all notices concerning the Property that Seiler receives from any and all appraisal districts, taxing authorities or any other governmental entities, or of any litigation, arbitration or administrative hearing concerning the Property, and any other material changes in any of the facts reflected in any statements, certificates, schedules, or other documents or any representation or warranties made or furnished by Seller in connection with this transaction. This covenant shall survive Closing. d. Seller shall promptly cooperate with Purchaser to cant' out the intent of this Agreement. e. Seiler shall pay all costs and expenses and taxes, If any, concerning the Property that are payable during the period from the Effective Date until the Closing Date. Seller shall pay such expenses before they become delinquent. f. Seller shall not cause any action to be taken which would cause any of the representations or warranties made by Seller in this Agreement to be false on or as of the Closing Date. g. Seller shall, at its sole cost and expense, keep and maintain in full force and effect through the Closing, Seller's existing insurance coverage with respect to the Property. Any proceeds from such coverage shall be held In a segregated account and PURCHASE AND SATE AGREEMENT Page 9 used in a manner approved by Purchaser, and any funds not so expended shall be delivered to Purchaser at Closing. 11. Risk of Loss; Condemnation. a. Casualty. Seller bears the risk of loss or damage to the Property prior to Closing, unless the damage is caused solely by the acts of Purchaser, its agents, contractors, or employees. If, prior to Closing any portion of the Property is damaged due to causes other than the sole ads of Purchaser, its agents, contractors, or employees, then Purchaser may, at its sole option, terminate this Agreement by giving written notice of termination to Seller no later than ten (10) days after Purchaser receives notice of the damage, in which event the Eamest Money shall be promptly refunded by the Title Company to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder, except those that expressly survive the termination of this Agreement. b. Condemnation. In the event of a taking by condemnation or similar proceedings or actions of all, or any portion of the Property, Purchaser shall have the option to terminate this Agreement upon written notice to Seller within ten (10) days of Purchaser's notice of such condemnation, in which event the Earnest Money shall be promptly refunded by the Title Company to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder, except those that expressly survive the termination of this Agreement. C. If Purchaser is entitled to terminate this Agreement under this Section 11 and elects not to do so, then at Closing: (1) Seller shall deliver to Purchaser an amount equal to all of the insurance proceeds (if any) or condemnation proceeds received by Seller, if any, relating to the damage or condemnation at issue; (2) Seller shall assign to Purchaser all of Seller's interests in any further insurance proceeds or condemnation proceeds relating to the damage or condemnation at issue and not yet received by Seller, and (3) in the event of Property damage, Purchaser shall receive a credit In the amount of the applicable deductible under the insurance policy covering the damage at issue. Seller shall promptly notify Purchaser of any damage or condemnation affecting the Property. 12. Remedies. If Purchaser fails to perform its obligations pursuant to this Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder or termination of this Agreement as provided herein, or if prior to Closing any one or more of Purchaser's representations or warranties are breached or untrue in any material respect, Seller's sole and exclusive remedy will be to terminate this Agreement and receive the Earnest Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, in which case neither Purchaser nor Seller shall have any further rights or obligations hereunder, except those that expressly survive the termination of this Agreement. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder or termination of this Agreement as provided herein, or if prior to Closing any one or more of Seller's representations or warranties are breached or untrue in any material respect, Purchaser may elect to exercise any one or more of the following: (a) terminate this Agreement and Title Company shall immediately return the Earnest Money to Purchaser; (b) Purchaser may enforce specific performance; or (c) Purchaser may pursue any other remedy available at law or equity. If either party retains an attorney to enforce this PURCHASE AND SALE AGREEMENT Page 10 Agreement, the party prevailing in litigation is entitled to recover reasonable attorney and paraprofessional fees and court and other legal costs. 13. Notices. All notices, requests, approvals, consents, and other communications required or permitted under this Agreement must be given in writing, only by one of the following methods, and are effective: (a) on the Business Day sent if (1) sent by e-mail prior to 5:00 p.m., Dallas, Texas time, and (2) a confirming copy is sent on the same Business Day by one of the other means specified below; (b) the next Business Day after delivery on a Business Day during business hours to a nationally -recognized ovemight-courier service, for prepaid delivery on the next Business Day; (c) if orderly delivery of the mail is not then disrupted or threatened, in which event some method of delivery other than the mail must be used, three (3) days after being deposited in the United Stales mail, certified, return receipt requested, postage prepaid, on a Business Day during business hours; or (d) upon receipt If delivered personally; in each instance addressed to Seller or Purchaser, as the case may be, at the address specified on the signature page(s), or to any other address either party may designate by ten (10) days' prior notice to the other party. 14. Brokers. Purchaser and Seller each represent and warrant to the other that they have dealt with no real estate broker or agent in connection with the negotiation of this Agreement. Seller and Purchaser each agree to indemnify and hold harmless the other from and against any claims or demands with respect to any brokerage fees or agents' commissions or other compensation asserted by any person, firm, or corporation in connection with this Agreement or the transactions contemplated hereby insofar as any such claim or demand is based upon a contract or commitment of the indemnifying party. The indemnities in this Section will survive Closing. 15. Waiver of Jury Trial. The parties hereby irrevocably waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. This waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement In the event of litigation, this Agreement may be filed as a written consent to a trial by. the court. 16. Development of Land. Seller and Purchaser acknowledge and agree that Purchaser intends to develop the Property with an approximately 160,000 square foot, tilt -wall warehouse building (the "Building") pursuant to the terms and conditions set forth in this Section 16. a. Site Plan. Within seven (7) days after the Effective Date, Purchaser, at Purchaser's expense, agrees to deliver to Seiler a site plan for the Property for Seller's review. Within fourteen (14) days thereafter, Seller agrees to notify Purchaser in writing of Seller's approval of said site plan or specify any comments to the site plan In reasonable detail. In the event Seller provides any comments, Purchaser agrees to collaborate with Seller in good faith to alter the site plan to reach a mutually acceptable site plan no later than thirty (30) days after the Effective Date. b. Development Approvals. During the Inspection Period, Seller, at Seller's sole cost and expense, shall obtain all governmental approvals and such other third party assurances necessary for Purchaser to develop the Property with the Building, including, without limitation, governmental and quasi -governmental permits and licenses, utility will - serve letters, zoning approvals or variances, written agreements with third parties concerning any covenants, conditions and restrictions affecting the Property, and any other approvals or entitlements processes reasonably requested by Purchaser in order PURCHASE AND SALE AGREEMENT Page I I to place the Property Into the condition in which Purchaser may commence development of the Property for the Building (collectively, the "Development Approvals"). Seller shall use commercially reasonable efforts to obtain the Development Approvals. Purchaser, at no cost to Purchaser, will reasonably cooperate with Seller in all applications, submittals and requests to governmental entities, utility service providers and any other third parties with respect to Purchaser's proposed development of the Property, provided that no such applications, submittals or requests shall be binding on Purchaser should the Closing not occur. All Development Approvals shall be in form and content reasonably acceptable Purchaser. C. Subdivlsion. During the Inspection Period, Seller, at Seller's sole cost and expense, shall undertake the platting, replatting, subdivision or similar procedure necessary to legally separate the Land from Seller's other real property, creating a separate tax parcel (the 'Replatting"), subject to Purchaser's right of final review and approval prior to submission of any information or documentation to the applicable governmental authorities. Upon written approval of the Survey by Purchaser. Seller shall promptly and diligently pursue the Replatting, which shall be completed by Seller as soon as reasonably possible prior to Closing or the Closing shall be extended until three (3) days following such Replatting provided that Seller is diligently pursue the Replotting. Purchaser, at no cost to Purchaser, will reasonably cooperate with Seller in the Replatting. Purchaser agrees to execute any documents) or other submittal(s) required for such Replatting, provided that no such documents or submittals shall be binding on Purchaser should the Closing not occur. Upon completion of the Replatting, Seller shall cause the plat for the Property to be recorded in the real property records for the County of Lubbock, State of Texas, at or prior to Closing. d. Roadway. Seller, at Seller's sole costs and expense, shall design and construct a road from Lubbock Business Park Blvd along the western boundary of the property Identified as Lot 22 extending to the southern boundary of the Land (the "Road'). Within forty-five (45) days after the Effective Date, Seller shall deliver to Purchaser proposed plans for the design of the Road for Purchaser's review and comment. Within seven (7) days thereafter, Purchaser agrees to notify Seller in writing of Purchaser's approval of said design plan or specify any comments to the design plan in reasonable detail. In the event Purchaser provides any comments, Seller agrees to collaborate with Purchaser In good faith to alter the design plan to reach a mutually acceptable design plan (the "Final Road Plan") no later than one (1) day prior to the expiration of the Inspection Period. Seller agrees to construct the Road in accordance with the Final Road Plan within thirty (30) days prior to completion of the Building. e. Utilities. Within sixty (60) days after the Closing Date, Seller, at Seller's sole cost and expense, shall bring all utilities reasonably required by Purchaser to the Property. f. Building Design. Seller and Purchaser agree to collaborate in good faith on the design and size of the Building. Within twenty (20) days after the Effective Date, Purchaser agrees to deliver to Seller preliminary design plans for the Building for Seller's review and comment. Within fourteen (14) days thereafter, Seller agrees to notify Purchaser in writing of Seller's approval of said design plans or specify any comments to the design plans in reasonable detail. In the event Seller provides any comments, Purchaser agrees to collaborate with Seller in good faith to alter the design plans to reach mutually acceptable design plans (the "Final Building Design Plans") no later than one (1) day prior to the expiration of the Inspection Period. Purchaser agrees to PURCHASE AND SALE AGREEMENT Page 12 construct the Building substantially in accordance with the Final Building Design Plans subject to paragraph 16.h below after the Closing Date. g. Development —Costs. Prior to commencing construction of the Building, Purchaser agrees to deliver to Seller a budget of the total anticipated costs for Purchaser to develop the Property (the "Budget"). Within seven (7) days thereafter, Seller agrees to notify Purchaser in writing of Seller's approval of the Budget or specify any comments to the Budget in reasonable detail. In the event Seller provides any comments, Purchaser agrees to collaborate with Seller in good faith to alter the Budget to reach a mutually acceptable Budget no later than twenty (20) days after the date Purchaser receives Seller's comments. h. Construction. Subject to any delays caused by Seller or any force majeure event, Purchaser agrees to (i) commence development activities on the Property within 180 days after the Closing Date (the "Development Period"), and (2) substantially complete the Building within twenty-four (24) months after the expiration of the Development Period (the "Building Period"). The Development Period and/or Building Period, as applicable, will be automatically extended one (1) day for each day the Seller is delayed in performing its obligations under this Section 16 after the applicable due date. If Purchaser fails to timely commence development activities within the Development Period, then Seller shall have the right to enter and take back possession of the Property, which must occur within ninety (90) days after the expiration of the Development Period and the Purchase Option contained in paragraph 18 hereof shall be null and void. Furthermore, Purchaser agrees to pursue the construction of the Building in a commercially reasonable manner to substantial completion, subject to any delays caused by Seller or any force majeure event but, if Purchaser fails to complete the Building by the expiration of the Building Period, Seller shall have the right to enter and take back possession of the Property, which must occur within ninety (90) days after the expiration of the Building Period, and the Purchase Option contained In Section 18 hereof shall be null and void. In the event Seller exercises its right to take back possession of the Property then Seller agrees to reimburse Purchaser for all of the actual, out-of-pocket Purchaser's Costs (as defined below) incurred by Purchaser, which costs shall be substantially similar to the Budget. As used herein, the terms "substantially complete" or "substantial completion' shall mean that the Building shall have been completed in a reasonably commercial manner (excluding any tenant specific improvements) and received a Certificate of Occupancy from the City of Lubbock, Texas. The covenants set forth in this Section 16 shall survive Closing. 17. Put Option: Purchaser, In Its sole discretion, shall have the right to require Seller to purchase the Property (the "Put Option"), which right must be exercised by Purchaser during months 30 through 36 after the date Purchaser receives a final certificate of occupancy for the Building developed on the Property. If Purchaser timely exercises the Put Option, then Seller shall purchase the Property at a purchase price that equals the sum of (the "Purchaser's Costs") (a) the actual costs incurred by Purchaser to acquire the Property, (b) the actual costs Incurred by Purchaser to develop the Property (including a development fee), which costs shall be substantially similar to the Budget, (c) all costs incurred by Purchaser to finance the purchase and development of the Property including Purchaseris equity contribution and an amount sufficient to pay off the loan (Seller may assume the loan provided Purchaser and any guarantor are fully released from any completion guaranty and all other obligations and liabilities PURCHASE AND SALE AGREEMENT Page 13 under the loan documents after the sale of the Property), (d) the actual costs incurred by Purchaser to operate and lease the Building including all brokerage fees, legal fees and tenant Improvement costs, and (e) less the amount of revenue obtained from any rentals, leases, or sale proceeds of any portion of the Property. Notwithstanding the foregoing to the contrary, Purchaser's Costs shall exclude marketing costs and the salaries and benefits of the partners and employees of Purchaser including Tom Leiser, Pryor Blackwell and Mark Hayes. No later than 120 days after the date Purchaser receives a final certificate of occupancy for the Building, Purchaser agrees to deliver to Seller a written estimate of the anticipated Purchaser's Costs. The covenants set forth in this Section 17 shall survive Closing. 18. Purchase Option: At Closing, Seller will continue to own the property identified as Lot 21. which abuts the Land, as shown on Exhibit A-1. Seller grants to Purchaser the right and option to purchase such Lot 21 (the "Purchase Option") with the intent to develop such Lot 21 as a warehouse building. Purchaser must exercise the Purchase Option within three (3) years after the dale Purchaser receives a final certificate of occupancy for the Building developed on the Property. If Purchaser timely exercises its Purchase Option, then Seller shall sell and convey such Lot 21 to Purchaser at a purchase price of $100.00 and on the same terms and conditions set forth in this Agreement, including, but not limited to, Seller, at Seller's sole expense, shall obtain all Development Approvals necessary for Purchaser to develop such Lot 21 as a warehouse building and the Put Option shall apply to such Lot 21 provided that Purchaser first releases the Put Option from the Property. Seller and Purchaser agree to execute and record in the real property records for the County of Lubbock, State of Texas a memorandum of said Purchase Option In the form attached hereto as Exhibit E. The covenants set forth in this Section 18 shall survive Closing. Notwithstanding the foregoing, if Purchaser requires Seller to purchase the Property in accordance with the provisions of Section 17 above, this Purchase Option shall expire and be null and void and Purchaser shall release the Memorandum of Purchase Option of record. 19. Lease, Sate and Management of Property. Purchaser, in Its sole discretion. will be responsible for leasing and managing the Property, which may involve engaging a brokerage and management company and receive market commissions and management fees. Purchaser agrees to provide Seller with access to the Building enabling Seller to show the Building for leasing or sale provided that Seller gives Purchaser prior written notice thereof and provided further that Purchaser, in its sole discretion, shall handle all negotiations and documentation Involving the lease or sale of the Property. The covenants set forth in this Section 19 shall survive Closing. 20. Miscellaneous. a. Entireties. This Agreement contains the entire agreement of the parties pertaining to the Property. b. Modifications. This Agreement may only be modified by a written document signed by both parties. Title Company is not a necessary party to an amendment to this Agreement. C. Assigns; Beneficiaries. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, legal representatives, successors, and assigns. Purchaser may assign Its rights under this Agreement to any affiliate of Purchaser without Seller's consent. Except as set forth in the preceding PURCHASE AND SALE AGREEMENT Pape 14 sentence, this Agreement is for the sole benefit of Seller and Purchaser, and no third party is intended to be a beneficiary of this Agreement. d. Governing Law. This Agreement shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of the state in which the Property Is located without giving effect to its choice of law provisions. e. Non -Business Day; Time. If the final date of any period provided herein for the performance of an obligation or for the taking of any action falls on a Saturday, Sunday, or legal holiday for national banks in the location where the Property is located, then the end of such period shall be extended to the next Business Day. The term "Business Day" means any day of the week that is not a Saturday, Sunday, or legal holiday for national banks in the location where the Property. Time is of the essence in the performance of this Agreement. f. No Assumption of Liabilities. NoWthstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any party to any person or entity that is not a party to this Agreement, whether under a third -party beneficiary theory. laws relating to transferee liabilities or otherwise. g. No Marketing. Seller agrees not to market any portion of the Property for safe from the Effective Date until the earlier of the Closing or a termination of this Agreement. h. Independent Consideration. Contemporaneously with the execution of this Agreement, Purchaser shall be unconditionally obligated to pay to Seiler the amount of TEN DOLLARS ($10.00) (the "Independent Consideration"), which amount the parties bargain for and agree to as consideration for Seller's execution and delivery of this Agreement. This Independent Consideration is in addition to and independent of any other consideration or payment provided for In this Agreement and is non-refundable in all events. I. Counterparts. This Agreement and any amendment thereto may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one document. Signatures delivered by facsimile transmission or email transmission in portable document formal or other electronic imaging Is binding. [Signature pages follow] PURCHASE AND SALE AGREEMENT Page 15 Purchaser's Signature Page to Purchase and Sale Agreement between Lubbock Economic Development Alliance and Bandera Ventures, LP PURCHASER: BANDERA VENTURES, LP, a Texas limited partnership By: Bandera Ventures GP, LLC, a Texas limited liability company Its general partner By: IT AL" Name• • Title: &— Date Executed: I&_EE;-2018 Address: Bandera Ventures, LP 5820 W. Northwest Highway, Suite 200 Dallas, Texas 75225 Attn: Pryor Blackwell Phone: 214.378.8200 Email: pblackwell@banderaventures.com With copy to: Munch Hardt Kopf & Harr, P.C. 500 N. Akard, Suite 3800 Dallas, Texas 75201 Attn: Melissa Jenner Phone: 214.855.7547 Email: mjenner@munsch.com PURCHASE AND SALE AGREEMENT Page 16 Seller's Signature Page to Purchase and Sale Agreement between Lubbock Economic Development Alliance and Bandera Ventures, LP SELLER: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation ra �t��� • 'e277i Date Executed: tt erg, 2018 Address: Lubbock Economic Development Alliance 1500 Broadway, Sixth Floor Lubbock, TX 79401 Attn: John Osbome, President and CEO Phone: C 80(0 - 7�f9 -Saa i Email: f �o"-o PURCHASE AND SALE AGREEMENT Page 17 Title Company Joinder Title Company joins herein in order to evidence its agreement to perform the duties and obligations of Title Company set forth in this Agreement. Commonwealth Land Title Insurance Company By: Name: Title: Dated Executed: .2018 Address: Commonwealth Land Title Insurance Company 888 S. Figueroa St., Suite 2100 Los Angeles, CA 90017 Attn.: Billy Wagasy Phone: 818.299.0734 Email: william.wagasy@cluc.com PURCHASE AND SALE AGREEMENT Page is EXHIBIT A PROPERTY DESCRIPTION PURCHASE AND SALE AGREEMENT Page 19 EXHIBIT M1 DEPICTION OF PROPERTY AND LOT 21 PURCHASE AND SALE AGREEMENT Page 20 EXHIBIT B SPECIAL WARRANTY DEED (Purchaser may require vendor lien language.) STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LUBBOCK § LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation ('Grantor"), for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY unto [Purchaser] ("Grantee"), the real property in Lubbock County, Texas, fully described in Exhibit A, together with all right, title and interest of the Grantor In and to (i) those certain Improvements and fixtures presently situated on such real property; (ii) all streets, roads, alleys, easements, rights of way, licenses, rights of ingress and egress existing or proposed, abutting, adjacent, used in connection with or pertaining to the real property and improvements; (Ill) any strips or gores of real property between such real property and abutting or adjacent properties; and (iv) all appurtenances and all reversions and remainders in or to such real property (except those created hereunder) (collectively, the "Property'). This Special Warranty Deed and the conveyance set forth herein is executed by Grantor and accepted by Grantee subject to the matters described in Exhibit B, to the extent the same are validly existing and applicable to the Property (collectively, the "Permitted Encumbrances"). This Special Warranty Deed and the conveyance set forth herein is subject to the following right of reversion: subject to any delays caused by Grantor or any force majeure event, It Is expressly agreed that if Grantee fails to commence development activities on the Property Within 180 days after the Effective Date of this Special Warranty Deed (the "Development Period"), , and thereafter fails to pursue construction of the Building (as defined in the PSA) in a commercially reasonable manner to substantial completion within twenty-four (24) months after the expiration of the Development Period (the 'Building Period"), then Grantor shall have the right to enter and take back possession of the Property in accordance with the terms and conditions set forth in that certain Purchase and Sale Agreement dated _, 2018 between Grantor and Grantee (the "PSA"). The Development Period and/or Building Period, as applicable, will be automatically extended one (1) day for each day the Grantor is delayed In performing its obligations under the PSA after the applicable due date. The term "substantial completion" shall mean that the Building (as defined in the PSA) shall have been completed in a reasonably commercial manner (excluding any tenant specific improvements) and received a Certificate of Occupancy from the City of Lubbock, Texas. In the event Grantor timely exercises its right to enter and take back possession of the Property then Grantee agrees to execute and deliver to Grantor (1) a Special Warranty Deed subject to the Permitted Encumbrances, the Road (as defined in the PSA) and any such other matters as Grantor accepts and (!I) a release of the Memorandum of Purchase Option filed in connection with the property identified as Lot 21 and located adjacent to the Property. PURCHASE AND SALE AGREEMENT Page 21 TO HAVE AND TO HOLD the Property unto Grantee, its successors and assigns forever, and Grantor does hereby bind itself and its successors to WARRANT AND FOREVER DEFEND the Property unto Grantee, its successors and assigns, against any person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, and subject to the exceptions to title set forth in this Special Warranty Deed. Grantee's address is: [Purchaser] 5820 W. Northwest Highway, Suite 200 Dallas, Texas 75225 All ad valorem taxes and assessment for the Property for the year 2018 have been prorated and Grantee hereby expressly assumes liability for the payment thereof and for subsequent years. [Signature page follows.] PURCHASE AND SALE AGREEMENT page 22 EXECUTED as of 7 2018 (the "Effective Date"). LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation By: Na .. Tide: 5 .s G CO THE STATE OF § COUNTY OF § �non-pmtlt t a knowlebefore me on 2018, by s2l f'f Lubbock Econo Development Alliance, a Texas corporator, on behalf of such non-profit rprdon. UNDA M. DAVIS ftksla dTexaj * CC on Fames 04�01 PURCHASE AND SALE AGREEMENT Page 23 Exhibit A to Special Warranty Deed Legal Description PURCHASE AND SALE AGREEMENT page 24 Exhibit B to Special warranty Deed Permitted Encumbrances PURCHASE AND SALE AGREEMENT Page 25 EXHIBIT C BILL OF SALE AND GENERAL ASSIGNMENT This Bill of Sale and General Assignment (this "Assignment"), is made as of 2018, from Lubbock Economic Development Alliance, a Texas non-profit rporation ("Assignor"), for the benefit of [Purchaser] ("Assignee"). BACKGROUND: Purs the terms of that certain Purchase and Sale Agreement (the "Agreement'), dated as of _, 2018, between Assignor, as seller, and Assignee, as purchaser, ignor agreed to sell to Assignee, inter ells, the Real Property. All capitalized terms not otherwise defined in this Assignment are given the meaning set forth In the Agreement. AGREEMENT: NOW THEREFORE, in consideration of the premises and the agreements and covenants herein set forth, together with the sum of Ten Dollars ($10.00) and other good and valuable consideration this day paid and delivered by Assignee to Assignor, the receipt and sufficiency of all of which are hereby acknowledged by Assignor, Assignor does hereby ASSIGN, TRANSFER, CONVEY, SET OVER and DELIVER unto Assignee, to the extent assignable, all of Assignor's right, title and interest in and to the following (collectively, the "Assigned Properties"): a. the Personal Property; and b. the Intangible Property. [Signature page follows.] PURCHASE AND SALE AGREEMENT Page 26 IN WITNESS WHEREOF, the undersigned has executed this Assignment to be effective as of the date first set forth hereinabove. ASSIGNOR: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation THE STATE O § e��� § COUNTY O § Lsn hi in tnament �kn wle ed before me on 2Dit3, by s f Lubbock Eco is Development Alliance, a goxeoncorporation, on behalf of such an- ro it corporation. Notary Public, State of LINDA M. DAVIS IVola7 Pubtc, slate of Tom r�E**E:S ¢t PURCHASE AND SALE AGREEMENT Page 27 I ESS WHEREOF, the undersigned has executed this Certificate to be effective as of 7 2018, TRANSFEROR: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation THE STATE O § COUNTY O4Mq § hi o led before me on 2018, by f Lubbock Econo Development Alliance, a xas non- rofit corporation on behalf of s ch non-profit ;7potlon. • LINDA M. DAVIS o ry ublic, State of ftqpdkswdT= PURCHASE AND SALE AGREEMENT Page 31 EXHIBIT E MEMORANDUM OF PURCHASE OPTION 1*1 This Memorandum of Purchase Option is entered Into effective as of , 2018, by and between Lubbock Economic Development Alliance, a Texas -profit corporation ("Grantor"), and Bandera Ventures, LP, a Texas limited partnership ("Grantee'), and its successors and assigns. RECITALS: A. Grantor is the fee owner of the real property (the "Lot 21") located in the City of Lubbock, County of Lubbock, Stale of Texas, legally described on Exhibit A attached hereto and incorporated herein by this reference. B. Grpntotand Gra tee entered into that certain Purchase and Sale Agreement dated as of , 2018 (the "Agreement") pursuant to which Grantor granted to GranKpAe option to purchase Lot 21 (the "Purchase Option"). C. Grantor and Grantee now wish to memorialize of record the existence of the Purchase Option, providing constructive notice of the Purchase Option and certain specific terms of the same. NOW, THEREFORE, in consideration of the Agreement and other good and valuable consideration, Grantor and Grantee agree as follows: 1. Recitals. The foregoing recitals are hereby incorporated herein by reference and made a part of this instrument. 2. Purchase Option. Grantor has given to Grantee the right and option to purchase Lot 21 upon the terms and conditions more particularly set forth in the Agreement. 3. Term. Grantee must exercise the Purchase Option within three (3) years after the date Grantee receives a final certificate of occupancy for the building developed on the adjacent property sold, conveyed and transferred by Grantor to Grantee under the Agreement as legally described on Exhibit B attached hereto and incorporated herein by this reference (the "Property") A. Successors and Assigns. The Purchase Option and all other rights and obligations set forth in the Agreement shall burden the Lot 21 and shall run with the land. The Agreement shall inure to the benefit of and be binding upon the Grantor and Grantee and, to the extent provided in any assignment or other transfer under the Agreement or this Memorandum, any assignee and their respective heirs, transferees, successors and assigns, and all persons claiming under them. 5. Miscellaneous. a. Reference is made to the Agreement for a full statement of the terms and conditions of the Agreement, all of which are hereby Incorporated by reference. All capitalized terms not defined in this Instrument shall have the meaning ascribed to them in the Agreement. PURCHASE AND SALE AGREEMENT page 32 b. In the event of any conflict or inconsistency between the provisions of this Memorandum and the provisions of the Agreement, the provisions of the Agreement shall control. Nothing in this Memorandum shall be construed to amend. modify, change, alter, amplify, limit, interpret or supersede any of the terms and provisions of the Agreement, which shall control In all events. C. This Memorandum may be executed in counterparts with the parties' signatures appearing on separate pages, but this shall be considered but one agreement, regardless of the number of counterparts hereto. d. This Memorandum shall be null and void If Grantee fails to develop the adjacent property as required by the Agreement or exercises its `Put Option" as defined In the Agreement. IN WITNESS WHEREOF, Grantor and Grantee have caused this Memorandum to be executed and delivered by their duly authorized representatives as of the date set forth above. GRANTEE: THE STATE OF § COUNTY OF § BANDERA VENTURES, LP, a Texas limited partnership By: Bandera Ventures GP, LLC, a Texas limited liability company Its general partner §-MrnmP7 � ; This instrument was acknowledged before me on , 2018, by , as of Bandera Ventures GP, LLC, a Texas limited liability company, the general partner of Bandera Ventures, LP, a Texas limited partnership, on behalf of such limited partnership. Notary Public, State of PURCHASE AND SALE AGREEMENT page 38 GRANTOR: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit core tion By: 40', Name; '% Title: N,,J Remumj- o THE STATE O § COUNTY O § Th n ru ent s ckna d ed before me on 2018, by gCOLa of Lubbock Econ is Development Alliance. a on -profit corporation, on behalf of such non-orofft corporation. Notary Public, State of PURCHASE AND SALE AGREEMENT Page 34 Exhibit A to Memorandum of Purchase Option Legal Description of Lot 21 PURCHASE AND SALE: AGREEMENT Page 35 Exhibit B to Memorandum of Purchase Option Legal Description of Property PURCHASE AND SALE AGREEMENT Pegg 36 EXHIBIT F MAP OF LUBBOCK BUSINESS PARK PURCHASE AND SALE AGREEMENT Page 37 SCHEDULEI Schedule of Seller's Deliverables 1. A copy of Seller's title policy covering the Property. 2. Copies of any and all surveys, plats, plans, site plans, geotechnical reports, topographical maps, engineering studies and reports and other information pertinent to the history of the Property. 3. A copy of environmental surveys and reports concerning the Property. 4. A copy of insurance certificates showing the property and liability insurance covering the Property. 5. A copy of all Permits. 6. A copy of any and all correspondence or notices related to litigation, condemnation or assertion of rights related to the Property. 7. Any and all existing appraisals concerning the Property. a. All other non -privileged documentation related to the Property in Seller's possession. PURCHASE AND SALE AGREEMENT page 38 SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LUBBOCK § LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC., a Texas non-profit corporation ("Grantor"), for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY unto BVLBPI, LP, a Texas limited partnership ("Grantee"), the real property in Lubbock County, Texas, fully described in Exhibit A, together with all right, title and interest of the Grantor in and to (i) those certain improvements and fixtures presently situated on such real property; (ii) all streets, roads, alleys, easements, rights of way, licenses, rights of ingress and egress existing or proposed, abutting, adjacent, used in connection with or pertaining to the real property and improvements; (iii) any strips or gores of real property between such real property and abutting or adjacent properties; and (iv) all appurtenances and all reversions and remainders in or to such real property (except those created hereunder) (collectively, the "Property"). This Special Warranty Deed and the conveyance set forth herein is executed by Grantor and accepted by Grantee subject to the matters described in Exhibit B, to the extent the same are validly existing and applicable to the Property (collectively, the "Permitted Encumbrances"), This Special Warranty Deed and the conveyance set forth herein is subject to the following right of reversion: subject to any delays caused by Grantor or any force majeure event, it is expressly agreed that if Grantee fails to commence development activities on the Property within 180 days after the Effective Date of this Special Warranty Deed (the "Development Period"), and thereafter fails to pursue construction of an approximately 160,000 square foot, tilt -wall warehouse building (the "Building") in a commercially reasonable manner to substantial completion within twenty-four (24) months after the expiration of the Development Period (the `Building Period"), then Grantor shall have the right to enter and take back possession of the Property in accordance with the terms and conditions set forth in that certain Purchase and Sale Agreement dated on or about June 29, 2018 between Grantor and Grantee (successor -in -interest to Bandera Ventures, LP, a Texas limited partnership), as amended (the "PSA"). The Development Period and/or Building Period, as applicable, will be automatically extended one (1) day for each day the Grantor is delayed in performing its obligations under the PSA after the applicable due date. The term "substantial completion" shall mean that the Building shall have been completed in a reasonably commercial manner (excluding any tenant specific improvements) and received a Certificate of Occupancy from the City of Lubbock, Texas. In the event Grantor timely exercises its right to enter and take back possession of the Property then Grantee agrees to execute and deliver to Grantor (i) a Special Warranty Deed subject to the Permitted Encumbrances, North King Avenue and any such other matters as Grantor accepts and (ii) a release of the Memorandum of Purchase Option filed in connection with the property identified as Lot 21 and located adjacent to the Property. TO HAVE AND TO HOLD the Property unto Grantee, its successors and assigns forever; and Grantor does hereby bind itself and its successors to WARRANT AND FOREVER DEFEND the Property unto Grantee, its successors and assigns, against any person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, and subject to the exceptions to title set forth in this Special Warranty Deed. Grantee's address is: BVLBP1, LP 5820 W. Northwest Highway, Suite 200 Dallas, Texas 75225 All ad valorem taxes and assessment for the Property for the year 2018 have been prorated and Grantee hereby expressly assumes liability for the payment thereof and for subsequent years. [Signature page follows.] EXECUTED as of , 2018 (the "Effective Date") LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. a Texas - n-prAcormationBy: N e•.� Tit ; eK 4 C,60 THE STATE OF TEXAS COUNTY OF LUBBOCK § This instrument =acknowleAlge d before me on December IT", 2018, by as of Lubbock Economic Development Alliance, Inc., a Texas non-profit corporation, on behalf of such non-profit corporation. Notary Publ ic,18 late of Yexas MARI EUZABETH MENDOZA NOTARY Pl191lC STATE OF TEXAS MY COMM. EXP. OW112019 '�OF NOTARYII?1 2i92-2 Exhibit A to Special Warranty Deed Legal Description Lot 13, LUBBOCK BUSINESS PARK, an addition to the City of Lubbock, Lubbock County, Texas according to the Map, Plat and/or Dedication Deed thereof recorded in Document No. 2018038962, Official Records of Lubbock County, Texas. Exhibit B to Special Warranty Deed Permitted Encumbrances Restrictions recorded under Clerk's File No(s). 2007000124, 2007031921 , 2011022487 and 2018038962 of the Official Public Records of Real Property of Lubbock County, Texas. Omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law. Standby fees, taxes and assessments by any taxing authority for the year 2018, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. All leases, grants, exceptions or reservations of coal, lignite, oil, gas, and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Exhibit B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. Terms, provisions, covenants, conditions, restrictions, easements, charges, assessments and liens provided in the Covenants, Conditions and Restrictions recorded under 2007000124, 2007031921 and 2011022487, of the Official Records of Lubbock, Texas. Easements granted to the public for drainage, landscape, utility, access, oil pipeline corridor and oil pipeline access corridor ppurrpposes as set forth and defined by instruments recorded under County Clerk's File No(s). 2008013799, 2009039504, and 2010029030, of the Official Records of Lubbock County, Texas, and as shown on the proposed plat for Lot 13, LUBBOCK BUSINESS PARK, an addition to the City of Lubbock, Lubbock County, Texas according to the plat thereof recorded under County Clerks File No. 2018038962, Official Records of Lubbock county, Texas, and as shown on the ALTA/NSPS Land Title Survey dated August 1, 2018 last revised on , 2018, prepared by HR Hugo Reed and Associates, Inc. (the "Survey"). Oil, Gas and Mineral Lease recorded in Volume 42, Page 543, of the Oil & Gas Lease Records of Lubbock County, Texas, ratified in instruments recorded in Volume 1592, Page 217 and Volume 1593, Page 878, of the Deed Records of Lubbock County, Texas, together with any unitization or pooling of said lease as evidenced by instruments of record in the Real Property Records of Lubbock County, Texas, including, but not limited to, that certain Unit Agreement recorded in Volume 1945, Page 84, of the Deed Records of Lubbock County, Texas and that certain Affidavit of Unitized Oil and Gas Leases recorded in Volume 3690, Page 252, of the Real Property Records of Lubbock County, Texas. Said Oil, Gas and Mineral Lease subject to that certain Limited Surface Use Agreement recorded under County Clerk's File No. 2017021064, of the Official Records of Lubbock County, Texas. Royalty interests by virtue of oil and gas lease dated November 7, 1977 as reserved by the Grantors under the Correction Special Warranty Deed recorded under Clerk's File No. 2006037689, of the Official Public Records of Lubbock County, Texas. All building lines, easements, dedications, restrictions. reservations and dedications as shown on the plat of LOT THIRTEEN (13), LUBBOCK BUSINESS PARK, an Addition to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat and/or Dedication Deed thereof recorded in Document No. 2018038962, Official Public Records of Lubbock County, Texas. 2019002628 7 POS MEMO MEMORANDUM OF PURCHASE OPTION This Memorandum of Purchase Option is entered into effective as of December , 2018, by and between Lubbock Economic Development Alliance, Inc., dlbla LEDA, a Texas non-profit corporation ("Grantor"), and BVLBPI, LP, a Texas limited partnership ("Grantee"), and its successors and assigns. RECITALS: A. Grantor is the fee owner of the real property (the "Lot 2I") located in the City of Lubbock, County of Lubbock, State of Texas, legally described on Exhibit A attached hereto and incorporated herein by this reference. B. Grantor and Grantee (successor -in -interest to Bandem Ventures, LP, a Texas limited partnership) are parties to that certain Purchase and Sale Agreement dated on or about June 29, 2018, as may be amended from time to time (collectively, the "Agreement") pursuant to which Grantor granted to Grantee the option to purchase Lot 21 (the "Purchase Option'). C. Grantor and Grantee now wish to memorialize of record the existence of the Purchase Option, providing constructive notice of the Purchase Option and certain specific terns of the same. NOW, THEREFORE, in consideration of the Agreement and other good and valuable consideration, Grantor and Grantee agree as follows: 1. Recitals. The foregoing recitals are hereby incorporated herein by reference and made a part of this instrument. 2. Purchase Option. Grantor has given to Grantee the right and option to purchase Lot 21 upon the terns and conditions more particularly set forth in the Agreement. 3. Term. Grantee must exercise the Purchase Option within three (3) years after the date Grantee receives a final certificate of occupancy for the building to be developed on the adjacent property sold, conveyed and transferred by Grantor to Grantee under the Agreement as legally described on Ex ' it B attached hereto and incorporated herein by this reference (the "Property") 4. Successors and Asligrs. The Purchase Option and all other rights and obligations set forth in the Agreement shall burden the Lot 21 and shall run with the land. The Agreement shall inure to the benefit of and be binding upon the Grantee and Grantor and, to the extent provided in any assignment or other transfer under the Agreement or this Memorandum, any assignee and their respective heirs, transferees, successors and assigns, and all persons claiming under them. 5. Miscellaneous. a. Reference is made to the Agreement for a full statement of the terms and conditions of the Agreement, all of which are hereby incorporated by reference. All capitalized terms not defined in this instrument shall have the meaning ascribed to them in the Agreement. b. In the event of any conflict or inconsistency between the provisions of this Memorandum and the provisions of the Agreement, the provisions of the Agreement shall control. Nothing in this Memorandum shall be construed to amend, modify, change, alter, amplify, limit, interpret or supersede any of the terms and provisions of the Agreement, which shall control in all events. C. This Memorandum may be executed in counterparts with the parties' signatures appearing on separate pages, but this shall be considered but one agreement, regardless of the number of counterparts hereto. d. This Memorandum shall be null and void if Grantee fails to develop the adjacent Property as required by the Agreement or Grantee exercises its "Put Option" as defined in the Agreement. IN WITNESS WHEREOF, Grantor and Grantee have caused this Memorandum to be executed and delivered by their duly authorized representatives as of the date set forth above. GRANTEE: BVLBPI, LP, a Texas limited partnership By: BVLBPI GP, LLC, a Texas limited liability company Its: General Partner THE STATE OF TEXAS § COUNTY OF Cid CM § This instrument was acknowledged before me on December ? , 2018, by Q ,as IMUMOS& of BVLBPI GP, LLC, a TeAs limited liability company, the general partner of BVLBPI, LP, a Texas limited partnership, on behalf of such limited partnership. ,Y Notary Publi Ste of Texas • t►lote V P Ic D ST&TEOFTEXAS GRANTOR: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. a Texas n -profit co ration By: N e• Title: . THE STATE OF Tt�'JNM COUNTY OF Lill V) L This instrument was acknowledged before me on 2018, by & , as W&jW- ,Bk" of Lubbock Economic Development Alliance, Inc., a Texas non-profit corporation, on behalf of such non-profit corporation. 9 ftig r!P At., 01 Notary Publ c, State of BMRI EiIZABETii IAENUOZA . NOTARY PU9EIG STATE OF TERAS OF NIY COI I.,EXP 9 Exhibit A to Memorandum of Purchase Option Legal Description and Depiction of Lot 21 A tract of real property presently identified as Lot 21 on the Lubbock Site Plan as depicted below, but to be platted in the future as the next subsequent plat number in the Lubbock Business Park subdivision, located in the City of Lubbock, County of Lubbock, State of Texas, which Lot 21 abuts the following described property: Lot 13, LUBBOCK BUSINESS PARK, an addition to the City of Lubbock, Lubbock County, Texas according to the Map, Plat and/or Dedication Deed thereof recorded in Document No. 2018038962, Official Records of Lubbock County Texas. Said Lot 21 is a portion of that certain tract of land being Section 7, Block A, Lubbock County, Texas, conveyed to Lubbock Economic Development Alliance, Inc. by Correction Special Warranty Deed recorded September 7, 2006 under County Clerk's File No. 2006037689, of the Official Real Property Records of Lubbock County, Texas. East Kent Skeet 38 V� 40 41 41 41 44 4$ 46 rUr C.""„ glow 9-4 Irr 4.� ►..w ,11. ,rim FaN IIInMr $4" 37 s 34 Inw ss IIIw 36 plow 9014 Z `l1 N N:p11411te Z 33 T 0 �$ 31 aFla 0 ,Nw {11w iMK ri O V s�,i1r. 30 dsow 3 t1411�1Y1t .".a r r 3 pybp 34 25 an.c pin+r 16 o 1119� m Lot tot,,,,,�M, 10 41 13 of`-Pub$c i s �L N Safety 1 16 17 R l.a.a VMId *to& ON-9 19 li IM.[ 7M+.Y 11 I3 14 f..� pal. _) pI M.L -1u 1. 11��1 Earl UrV&0 Slreal Exhibit B to Memorandum of Purchase Option Legal Description of Property Lot 13, LUBBOCK BUSINESS PARK, an addition to the City of Lubbock, -Lubbock County, Texas according to the Map, Plot and/or Dedication Deed thereof recorded in Document No. 2018038962, Official Records of Lubbock County, Texas. FILED AND RECORDED OFFICIAL PUBLIC RECORDS � C.r r.aua w. . J +``� Kelly Pinlor1, County Clerk Lubbock County. TEXAS 0112/0019 1125 AM Recording Fee. $46 OD 201100262a PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this 'Agreement) is entered into as of the Effective Date between Seller and Purchaser. 1. Basic Terms. The following terms apply to this Agreement: °Seller": Lubbock Economic Development Alliance, a Texas nonprofit corporation 'Purchase: BVLBP2, LP, a Texas limited partnership °Property": The property as more particularly described in Section 2 below. "Title Company": Commonwealth Land Title Insurance Company °Purchase Prlce": $100.00 'Effective Date": The date this Agreement is executed by the latter to sign of Purchaser or Seller, as Indicated on the signature pages of this Agreement. If either Purchaser, Seller or both do not date the signature page, the Effective Date is the date indicated on the signature page of the Title Company. 'Inspection Period": The period commencing on the Effective Date and ending on the date that Is 120 days after the Effective Date. 'Closing Date": Fifteen (15) days after the expiration of the Inspection Period, as may be extended, Mess Purchaser elects to close on an earlier date. 2. Sale and Purchase. Seller agrees to sell, convey, transfer and assign to Purchaser, and Purchaser agrees to purchase and accept from Seller, the following (collectively. the "Property). a. An approximately 13.096 acre tract of real property presently located in Section 7, Block A, in the City of Lubbock, County of Lubbock, State of Texas, and more particularly described on Exhibit A attached hereto and depicted on wit A_1 attached hereto (the 'Land"), together With all right, title and interest of Seller in and to (1) any Improvements and fixtures pertaining to the Land (collectively, the "Improvements'); (11) all streets, roads, alleys, easements, rights of way, licenses, and rights of ingress and egress abutting, adjacent, used in connection with or pertaining to the Land; (Ili) any strips or gores of real property between the land and abutting or 4scent properties; and (iv) all appurtenances and all reversions and remainders In or to the Land (except those created hereunder) (collectively, the 'Real Property"); b. any and all fixtures and other tangible personal property owned by Seller and now or hereafter located at or used in connection with the Real Property (the "Personal Property"); and PURCHASE AND SALE AGREEMENT page y 4826-MB-7798v.3 C. any and all intangible property, goodwill, rights and privileges owned by Seller and in any way related to, or used in connection with, the ownership, use or occupancy of the Real Property to the extent that they are assignable, including the Permits, Plans and Records, guaranties and warranties concerning the Real Property, and all rights, claims and recoveries under insurance polities related to the Real Property or Personal Property (collectively, the Intangible Property"). The term "Permits" means any and all building, zoning and other permits, certificates, licenses and governmental approvals, prepaid Impact fees or similar charges which service or pertain In any manner to the Real Property, utility rights and utility capacity rights, development rights and similar rights related to the Real Property, whether granted by governmental authorities or private persons. The term "Plans and Records" means all reports, studies or other records, books or documents relating to the ownership, use, construction or otherwise to the Real Property, Including the following: surveys, maps, plats and street improvement spec fications of the Real Property; soil, substratus, environmental, engineering, geological studies, reports and assessments; architectural drawings, plans, engineer's drawings and specifications; appraisals; title reports or policies together with any copies of documents referenced therein; and all development -related documents. 3. Property Information. a. Seller Documents, No later than five (5) Business Days after the Effective Date, Seller will deliver to Purchaser those items more particularly described on Schedule 1 attached hereto (the "Seller Documents") which are in Sellers possession or control. Seller shall cooperate with Purchaser and provide any other Information Purchaser might reasonably request that Is available at no additional cost to Seller. b. Title Commitment. Within fifteen (15) days after the Effective Date, the Title Company shall deliver to Seller and Purchaser the following documents and Information regarding the Property: (1) a current commitment for title insurance (the "Title Commitment") for the Property issued by the Title Company in the amount of the fair market value of the Property, as reasonably determined by Purchaser, with Purchaser as the proposed insured; and (2) true, complete and legible copies of all documents referenced in the Titre Commitment as exceptions to title to the Property, C. Title Policy. Seller shall cause the True Company, at Purchaser's sole cost and expense, to issue to Purchaser a Texas Standard Form T-1 Owners Policy of Title Insurance for the Property (the `Title Policy"), dated as of the Closing Date, In the amount of the fair market value of the Property, as reasonably determined by Purchaser. Insuring good and indefeasible title to the Property subject to no Non -Permitted Exceptions (as defined below). Seller is responsible only for payment of the premium for the TRW Policy and Purchaser shall pay the premiums charged for and costs associated with obtaining any endorsements or modifications to the Title Policy and for any loan policy or endorsements required by Purchasers lender, if any. d. Survey. Within thirty (30) days after the Effective Date, Purchaser, at Purchaser's sole cost and expense, shall obtain and deliver to the Title Company an ALTAINSPS Land PURCHASE AND SALE AGREEMENT Page 2 482&5909-7MV.3 Title Survey of the Property signed and sealed by a surveyor licensed in the State of Texas and dated no eadierthen thirty (30) days prior to the Effective Date (the 'Survey"). Among other things, the Survey shall (i) set forth an accurate metes and bounds description of the Property, (11) include a certification from such surveyor in the form prescribed by the current Minimum Standard Detail Requirements for AI_TAINSPS Land Title Surveys, (111) locate all existing easements, rights -of -way, alleys, streets and roads (setting forth the book and page number of the recorded Instruments creating the same), (iv) be sufficient for the Title Company to delete the survey exceptions from the Title Commitment and Title Policy, and (v) at a minimum, stipulate in such certffication that the Survey includes items 1, 2, 3, 4, 6, 8, 11, 13, 16. 19 and 20 of Table A of such Minimum Standard Detall Requirements. Notwithstanding anything in this Agreement to the contrary, the Inspection Period shall be automatically extended one (1) day for each day any of the items set forth In subparagraphs 3.a. 3.b and 3.d above are delivered after the applicable due date. 4. Purchase Price. a. Purchase Price. The Purchase Price shall be payable to Seller in cash at Closing (as defined below). b. Initial Earnest Money. Within three (3) Business Days after the Effective Date, Purchaser shall deposit the amount of $10.00 (the `lnidel Earnest Money") with the Tale Company. The Initial Earnest Money shall be applied to the Purchase Price at Closing. Seller and Purchaser stipulate that Purchaser's deposit of the Initial Earnest Money with the Title Company is sufficient consideration to support this Agreement. The Title Company shall hold, refund. disburse, and/or distribute the initial Earnest Money, and any Additional Earnest Money (as defined below), in accordance with the terns of this Agreement. C. Additional Earnest Money. if Purchaser exercises Its option to extend the Inspection Period pursuant to Section 5.b below, then, on or before the last day of the Inspection Period, Purchaser shall deposit an additional $10.00 (the "Additional Earnest Money"; together with the Initial Earnest Money, the "Earnest Money') with the Title Company; provided, however, In the event Purchaser does not extend the Inspection Period as provided in Section 5.b below, then such Additional Earnest Money shall not be due. The Additional Earnest Money shall be applied to the Purchase Prins at Closing. The Earnest Money shall be non-refundable, subject to the provisions provided herein. S. Inspection Period. a. Inspection Period. During the Inspection Period, Purchaser may; (1) review the Idle Commitment and Survey and notify Seller of any objections thereto, (2) physically inspect the Property, (3) review applicable laws, ordinances, and restrictions, and (4) conduct tests and studies of the Property which may be deemed necessary by Purchaser In its sole discretion. Purchaser or its employees or agents may enter upon the Property for purposes of subparagraphs 5.a.01 through W at any time from the Effective Date through the Closing Date. If, for any reason, Purchaser detennines that it is unsatisfied with the Property during the Inspection Period, as may be extended, Purchaser may terminate this Agreement by notifying Seller in writing before the Inspection Period expires, which period may be extended, and the Earnest Money shall be immediately PURCHASE AND SALE AGREEMENT Page 3 4825-"Dg-7798v 3 returned to Purchaser. If Purchaser does not so timely terminate this Agreement, it shall have no further right to do so under this Section S. b. Extension Option. Purchaser has one option to extend the inspection Period (the "Extension OptloW) for an additional thirty (30) days. Purchaser may exercise the Extension Option by depositing the Additional Earnest Money with the Tide Company and providing written notice to Seller on or before the last day of the Inspection Period. 6. Title and Survey Review. At any time during the Inspection Period, which may be extended, Purchaser may object In writing to any liens, encumbrances, and other matters reflected by the Title Commitment or Survey. All such matters to which Purchaser so objects shall be 'Non -Permitted Exceptions". Seiler may, but shall not be obligated to, at its sole cost and expense, cure, remove or insure around all Non -Permitted Exceptions and give Purchaser written notice thereof no later then ten (10) days after Seller receives Purchaser's written objections; provided, however, Seller, at its sole cost and expense, shall be obligated to cure, remove or insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic's and materialmen's liens, and other liens and encumbrances against the Property (other than liens for taxes and assessments which are not delinquent) which either secure indebtedness or can be removed by payment of a sum of money, whether or not Purchaser objects thereto during the inspection Period, and all such matters shall be deemed Non -Permitted Exceptions. If Seller does not timely cause all of the Non -Permitted Exceptions to be removed, cured or otherwise omitted from Purchaser's Title Commitment and timely deliver written notice thereof to Purchaser, Purchaser may, at any time and at its election, (a) terminate this Agreement and recover the Earnest Money by providing written notice of termination to Seller, and neither Purchaser nor Seller shall have any obligations under this Agreement except those that expressly survive the termination of this Agreement; or (b) purchase the Property subject to any or all Non -Permitted Exceptions (other than liens that Seiler its obligated to cure, remove or insure around) which will then be deemed approved by Purchaser. 7. Conditions to Closing. Purchaser's obligation to consummate this Agreement is subject to the following•. a. As of the Closing, Seller has timely performed all of the obligations required by the terms of this Agreement to be performed by Seller. b. As of the Closing, all representations and warranties made by Seller to Purchaser In this Agreement shall be true, correct and complete In all respects. C. On the Closing Date, the Title Company shall irrevocably commit to deliver to Purchaser the Tide Policy in accordance with Sections 3.c and 6. B. Closing. a. Location; Date. The closing of the sale of the Property (the 'Closing') shall occur on the Closing Date in the offices of the Title Company. b. Seller's Deliveries. At the Closing, Seller shall deliver to Purchaser. (1) a special warranty deed executed by Seller In the form attached hereto as Exhibit l conveying fee title to the Real Property to Purchaser subject only to such PURCHASE AND SALE AGREEMENT Page 4 4620-SN9.779Bv.3 exceptions as Purchaser approved or is deemed to have approved during its examination of the Tide Commitment and Survey in accordance with Section G above, and in any event free of all liens (the "Deed"); (2) a bill of sale and general assignment executed by Seller in the form attached hereto as Exhibit C conveying, transferring, assigning all tangible property and Intangible property related to the Property; (3) a certificate in the form of Exhibit D and otherwise complying with the Internal Revenue Code certifying that Seller Is not a foreign person; (4) possession of the Property, free of parties in possession, and In the same condition as on the Effective Date; (8) written evidence of Seller's authority to consummate the transaction contemplated by this Agreement and that the person signing on behalf of Seller has the authority to bind Seller, (6) an affidavit as to debts, liens and possession executed by Seller for the benefit of Purchaser and the Title Company, indicating that there are no unpaid debts or liens relating to the Property, or any part thereof, and that there is no possession of the Property, or any part thereof; (7) a certificate of Seller that the representations and warranties of Seller set forth in Section 9 below are true, correct and complete In all material respects as of the Closing Date; (8) a closing statement prepared by the Title Company and approved by Seller and Purchaser, consistent with the terms of this Agreement; (9) written evidence of Seller's financial ability to perform the terms and covenants of this Agreement In particular those covenants set forth in Sens 16 and 17 of this Agreement; and (10) such other documents as Purchaser and Title Company may reasonably request as necessary to convey, transfer and assign all of the Property to Purchaser. C. Purchaser's Dellvedn At Closing, Purchaser shall deliver to Seller: (1) the Memorandum executed by Purchaser, (2) written evidence of Purchasees authority to consummate the transaction contemplated by this Agreement and that the person signing on behalf of Purchaser has the authority to bind Purchaser, (3) a certificate of Purchaser that the representations and warranties of Purchaser set forth in Section 9 below are true, correct and complete In all material respects as of the Closing Date; PURCHASE AND SALE AGREEMENT Page 5 4826-59W7798v_3 (4) a dosing statement prepared by the Tide Company and approved by Seller and Purchaser, consistent with the terms of this Agreement (5) the Purchase Price, adjusted as provided in this Agreement; and (5) such other documents as Seller and Title Company may reasonably request as necessary to comply with the terms and conditions of this Agreement. d. Seller's Closing Costs. Seller shalt pay and be responsible for the following Closing costs: (1) the cost of recording the Deed; (2) all fees and premiums for the Title Policy (excluding any endorsements or modifications thereto); (3) the cost of the Survey; (4) the cost of all tax certificates relating to all taxes and other assessments incurred or arising In relation to the Property; (6) one-half (1/2) of the Title Company's escrow fees; (6) all costs and expenses Incurred by or on behalf of Seller including Seller's attorney's fees; and (7) such other incidental costs and fees customarily paid by sellers of property in Lubbock County, Texas In transactions of a similar nature to the transactions provided herein. e. Purchaser's Closing Costs. Purchaser shall pay and be responsible for the following Closing costs; (1) the cost of recording the Memorandum; (2) one-half (1/2) of the Title Company's escrow fees; (3) all fees and premiums for endorsements or modifications to the Title Policy; (4) all costs and expenses Incurred by or on behalf of Purchaser including Purchaser's attorney's fees; and (5) such other incidental costs and fees customarily paid by purchasers of property in Lubbock County In transactions of a similar nature to the transactions provided herein. f. Deliveries Outside of Escrow. Seller hereby covenants and agrees to deliver to Purchaser, on or prior to the Closing, the following items: (1) Intangible Property. Seller shall deliver to Purchaser the originals of the Intangible Property to the extent in Seller's Possession or Reasonable Control or, PURCHASE AND SALE AGREEMENT Page B 4826-5969-rMV.3 If not, available copies thereof. The term "Seller's Possession or Reasonable Contror means within the possession or reasonable control of Seller or Seller's affiliates, Seller's property manager or its affiliates, or Seller's employees, agents or third party consultants or contractors, including attorneys. g. Proration and Closing Expenses. (1) Closing Adjustments. In addition to other credits or prorations, if any, provided elsewhere in this Agreement, the cash due at Closing shall be adjusted as of the Closing Date in accordance with the provisions set forth in this Section 8 g to the extent applicable. Purchaser and Seller shall prepare a proration schedule (the `Proration Schedule") prior to Closing. Such adjustments, if and to the extent known and agreed upon as of the Closing Date, shall be paid by Purchaser to Seller or by Seller to Purchaser at Closing. Any such adjustments not determined or agreed upon as of the Closing Date, shall be paid by Purchaser to Seller, or Seller to Purchaser, as the case may be, in cash as soon as practicable following the Closing Date. For purposes of calculating prorations and the Pronation Schedule, Purchaser shall be deemed to be title holder of the Property, and therefor: entitled to the revenue and responsible for the expenses, after 12:00 a.m. on the Closing Date. The obligations of Seller and Purchaser set forth in this subsection 8.g shall survive Closing. (2) J@M Seller is tax exempt. Seller shall be responsible for any rollback or deferred taxes, which are payable because of change in ownership or land use. (3) Expenses. No proration shall be made for insurance premiums and insurance policies will not be assigned to Purchaser. (4) L er . The amount of any monetary lien (including all prepayment penalties) affecting the Property on the Closing Date, other than as a result of the actions by, through or under Purchaser (a "Lien"), shall be paid by Seiler at the Closing. (5) Settlement Sheet, At the Closing, Seller and Purchaser shall execute a closing settlement statement to retied the credits, prorations and adjustments contemplated by or specifically provided for in this Agreement. 8. Representations and Warranties. (A) Seller represents and warrants to Purchaser that. (a) Seller is a non-profit corporation, duly organized, validly existing and in good standing in the State of Texas and Seller has all requisite power and authority to execute and deliver this Agreement, and to carry out its obligations hereunder and perform the transactions contemplated hereby; (b) Seller is the owner of the Property free and dear of all liens, claims, or encumbrances except liens and security Interests that will be released at or before Closing and no other person has any right to possession of, interests in or claims against the Property (other than as reflected by the Title Commitment); (c) Seller has no knowledge of any hazardous materials or storage tanks in, on or under the Property or of any on -site environmental contamination resulting from activities or operations on the Property or adjacent tracts; (d) neither the execution and delivery of this Agreement by Seller nor the consummation of the transactions contemplated hereby will result in any breach or violation of or default under any judgment, decree, order, mortgage, lease, agreement, indenture or other instrument to which Seller Is a party; (a) there is no litigation, PURCHASE AND SALE AGREEMENT Page 7 A8Z8-8989.7798v.3 proceeding, claim or investigation, including, without limitation, any condemnation proceeding, tax reduction proceeding, attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or other proceedings in bankruptcy, pending or, to Seller's knowledge, threatened, against the Property, or against Seller, (f) there are no tenants or other parties in possession with a right to use or occupy the Property; (g) the Property Is in full compliance with all Legal Requirements; (h) the Property Is zoned to permit Purchaser to develop a tilt -wall warehouse building thereon and there are no petitions, actions, hearings, planned or contemplated, relating to or affecting the zoning or use of the Property or any contiguous property; (i) there are no contracts or agreements affecting the Property other than this Agreement; (D no person has any right, option, interest, or claim to all or any part of the Property, whether subject to earnest money contract, option agreement, right of first refusal, reversionary or future interests, or right of reverter, (k) all documents delivered by Seller to Purchaser pursuant to this Agreement are and shall be true, correct and complete in all material respects and, to the best of Seller's knowledge, the information contained therein Is and shall be true, correct and complete in an material respects; (1) Seller is not a *foreign person," "foreign partnership." 'foreign trust" or "foreign estate as those terms are defined In Section 1445 of the Internal Revenue Code; (m) Seller has the ability and means to perform the terns and covenants of this Agreement; (n) as of the Effective Date, no unpaid Special Amounts have accrued against or are allocable to the Property, and no portion of the Property is currently appraised or assessed at a discount pursuant to a so-called agricultural exemption or similar provision under applicable law; (o) Seller is tax exempt accordingly Seller has no obligation to pay real and personal property taxes, assessments and any other governmental or quasi -governmental impositions of any kind on or relating to the Property; (and (p) neither Seller nor any of its "control affiliates" is a person or entity with whom U.S. persons or entities are restricted or prohibited from doing business under any laws, orders, statutes, regulations or other governmental action relating to terrorism or money laundering (including Executive Omer No.13224 effective September 24. 2001, and regulations of the Office of Foreign Asset Control of the Department of the Treasury). All of Seller's representations and warranties hereunder shall survive the Closing. (8) Purchaser represents and warrants to Seller that: (a) Purchaser Is a limited partnership, duly organized, validly existing and in good standing in the State of Texas and Purchaser has all requisite power and authority to execute and deliver this Agreement, and to carry out its obligations hereunder and perform the transactions contemplated hereby; (b) neither the execution and delivery of this Agreement by Purchaser nor the consummation of the transactions contemplated hereby will result in any breach or violation of or default under any judgment, decree, order, mortgage, lease, agreement, indenture or other instrument to which Purchaser is a party; (c) all documents delivered by Purchaser to Seller pursuant fo this Agreement are and shall be tare, correct and complete In all material respects and, to the best of Purchaser's knowledge, the information contained therein is and shall be true, correct and complete In all material respects; (n) Purchaser has the ability and means to perform the terms and covenants of this Agreement; and (a) neither Purchaser nor any of its "control affiliates' is a person or entity with whom U.S. persons or entities are restricted or prohibited from doing business under any laws, orders, statutes, regulations or other governmental action relating to terrorism or money laundering (including Executive Order No. 13224 effective September 24, 2001, and regulations of the Office of Foreign Asset Control of the Department of the Treasury). Ali of Purchaser's representations and warranties hereunder shall survive the Closing. As used in this Section 9. the term "control aflfifiatee of either Party shall mean (i) any natural person, partnership, corporation, association, or other legal entity directly or indirectly owning, controlling, or holding with power to vote 60% or more of the outstanding voting securities of such PURCHASE AND SALE AGREEMENT pap g 4828-5909.7798v.3 Party; (0) any partnership, corporation, association, or other legal entity 50°/0 or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by such Party; (ill) any natural person, partnership, corporation, association, or other legal entity directly or indirectly controlling, or controlled by such Party; or (Iv) any officer or director of such Party. Notwithstanding the foregoing, `control affiliates' for purposes of this Section shall include only those persons acting on behalf of such Party and performing services within the scope of the authority of such Party under this Agreement. The term 'Legal Requirements" means any applicable zoning, building, health, environmental, traffic, flood control, fire safety, handicap or other law, code, ordinance, rule or regulation. 10. Covenants and Agreements. Seller and Purchaser covenant and agree as follows: a. After the Effective Date, without Purchaser's prior written consent, Seller shall not (1) perform any grading or excavation, construction or removal of any improvement or make any other change or improvement upon or about the Property, except as expressly permitted in Section 16 of this Agreement; (if) create or incur, or suffer to exist, any mortgage, lien, pledge or other encumbrance in any way affecting the Property, other than liens and security interests that will be released at or before Closing; (fit) commit any waste or nuisance upon the Property; or (iv) Impose any easements, covenants, conditions or restrictions an the Property or institute or participate In any annexation, zoning, dedication or other governmental action regarding the Property, except as expressly permitted in Section 16 of this Agreement. b. Seller shall not, without the prior written consent of Purchaser, enter into, transfer, encumber, amend, extend, modify or in any way alter any lease, contract or agreement which affects the Property, except as expressly permitter! In Section 16 of this Agreement. C. Seller shall promptly furnish Purchaser with any and all notices concerning the Property that Seller receives from any and all appraisal districts, taxing authorities or any other governmental entities, or of any litigation, arbitration or administrative hearing concerning the Property, and any other material changes in any of the facts reflected in any statements, certificates, schedules, or other documents or any representation or warranties made or furnished by Seller in connection with this transaction. This covenant shall survive Closing. d. Seiler shall promptly cooperate with Purchaser to carry out the Intent of this Agreement. e. Seiler shall pay an costs and expenses and taxes, If any, concerning the Property that are payable during the period from the Effective Date until the Closing Date. Seller shall pay such expenses before they become delinquent. f. Seiler shall not cause any action to be taken which would cause any of the representations or warranties made by Seger in this Agreement to be false on or as of the Closing Date. g. Seller shall, at its sole cost and expense, keep and maintain in full force and effect through the Closing, Seller's existing insurance coverage with respect to the Property. Any proceeds from such coverage shall be held In a segregated account and used In a PURCHASE AND SALE AGREEMENT page 9 4826-5909.779BY 3 manner approved by Purchaser, and any funds not so expended shall be delivered to Purchaser at Closing. 11. Risk of Loss; Condemnation. a. Casualty. Seller bears the risk of loss or damage to the Property prior to Closing, unless the damage Is caused solely by the ads of Purchaser. its agents, contractors, or employees. If, prior to Closing any portion of the Property is damaged due to causes other than the sole acts of Purchaser, its agents, contractors, or employees, then Purchaser may, at its sole option, terminate this Agreement by giving written notice of termination to Seiler no later than ten (10) days after Purchaser receives notice of the damage, in which event the Earnest Money shall be promptly refunded by the Title Company to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder, except those that expressly survive the termination of this Agreement. b. Condemnation. In the event of a taking by condemnation or similar proceedings or actions of all, or any portion of the Property, Purchaser shall have the option to terminate this Agreement upon written notice to Seller within ten (10) days of Purchaser's notice of such condemnation, In which event the Earnest Money shall be promptly refunded by the Title Company to Purchaser, and neither Purchaser nor Seiler shall have any further rights or obligations hereunder, except those that expressly survive the termination of this Agreement+ C. If Purchaser Is entitled to terminate this Agreement under this Section 11 and elects not to do so, then at Closing: (1) Seller shall deliver to Purchaser an amount equal to all of the insurance proceeds (if any) or condemnation proceeds received by Seller, if any, relating to the damage or condemnation at issue; (2) Seller shall assign to Purchaser all of Seller's interests in any further insurance proceeds or condemnation proceeds relating to the damage or condemnation at issue and not yet received by Seller, and (3) in the event of Property damage, Purchaser shall receive a credit in the amount of the applicable deductible under the Insurance policy covering the damage at Issue. Seller shall promptly notify Purchaser of any damage or condemnation affecting the Property. 12. Remedies. If Purchaser falls to perform its obligations pursuant to this Agreement at or prior to Closing for any reason except failure by Seiler to perfomh hereunder or termination of this Agreement as provided herein, or I prior to Closing any one or more of Purchaser's representations or warranties are breached or untrue In any material respect, Seller's sole and exclusive remedy will be to terminate this Agreement and receive the Earnest Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, In which case neither Purchaser nor Seller shall have any further rights or obligations hereunder, except those that expressly survive the termination of this Agreement. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder or termination of this Agreement as provided herein, or if prior to Closing any one or more of Seller's representations or warranties are breached or untrue in any material respect, Purchaser may elect to exercise any one or more of the following: (a) terminate this Agreement and Title Company shall Immediately return the Earnest Money to Purchaser, (b) Purchaser may enforce specific performance; or (c) Purchaser may pursue any other remedy available at law or equity. If either party retains an attomey to enforce this Agreement, the party prevailing in ittigation is entitled to recover reasonable attorney and paraprofessional fees and court and other legal costs. PURCHASE* AND SALE AGREEMENT page 90 482G-NO4'7 Mv.8 13. Notices. All notices, requests, approvals, consents, and other communications required or permitted under this Agreement must be given in writing, only by one of the following methods, and are effective: (a) on the Business Day sent if (1) sent by e-mail prior to 5:00 p.m., Dallas, Texas time, and (2) a confirming copy Is sent on the same Business Day by one of the other means specified below; (b) the next Business Day after delivery on a Business Day during business hours to a national"cognized ovemight courier service, for prepaid delivery on the next Business Day; (c) If orderly delivery of the mail Is not then disrupted or threatened, in which event some method of delivery other than the mail must be used, three (3) days aver being deposited In the United States mail, certified, return receipt requested, postage prepaid, on a Business Day during business hours; or (d) upon receipt If delivered personally; In each instance addressed to Seller or Purchaser, as the case may be, at the address specified on the signature page(s), or to any other address either party may designate by ten (10) days' prior notice to the other party. 14. Brokers. Purchaser and Seller each represent and warrant to the other that they have dealt with no real estate broker or agent in connection with the negotiation of this Agreement. Seller and Purchaser each agree to Indemnify and hold harmless the other from and against any claims or demands with respect to any brokerage fees or agents' commissions or other compensation asserted by any person, firm, or corporation in connection with this Agreement or the transactions contemplated hereby insofar as any such claim or demand is based upon a contract or commitment of the indemnifying party. The indemnities in this Section will survive Closing. 15. Waiver of Jury Trial. The parties hereby Irrevocably waive their respective rights to , a jury trial of any claim or cause of action based upon or arising out of this Agreement. This waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement. In the event of litigation, this Agreement may be filed as a wrHten consent to a trial by the court. 16. Development of Land. Seller and Purchaser acknowledge and agree that Purchaser Intends to develop the Property with an approximately 206,105 rentable square foot, hil wall warehouse building (the Building") pursuant to the terns and conditions set forth In this Section 16. a. Site Plan. Within seven (7) days after the Effective Date, Purchaser, at Purchaser's expense, agrees to deliver to Seller a site plan for the Property for Seller's review. Within fourteen (14) days thereafter, Seller agrees to notify Purchaser in writing of Seller's approval of said site plan or specify any comments to the site plan in reasonable detail. In the event Seller provides any comments, Purchaser agrees to collaborate with Seller In good faith to alter the site plan to reach a mutually acceptable site plan no later than thirty (30) days after the Effective Date. b. Development Approvals. During the Inspection Period, Seller, at seller's sole cost and expense, shag obtain all governmental approvals and such other third party assurances necessary for purchaser to develop the Property with the Building, including, without [Imitation, governmental and quasi-govemmental permits and licenses, utility will - serve letters, zoning approvals or variances, written agreements with third parties concerning any covenants, conditions and restrictions affecting the Property, and any other approvals or entitlements processes reasonably requested by Purchaser in order to place the Property Into the condition in which Purchaser may commence development of PURCHASE AND SALE AGREEMENT Page 1 � 4626.5909.7796v 3 the Property for the Building (collectively, the 'Development Approvals'). Seller shall use commercially reasonable efforts to obtain the Development Approvals. Purchaser, at no cost to Purchaser, will reasonably cooperate with Seller In all applications, submittals and requests to governmental entities, utility service providers and any other third parties with respect to Purchaser's proposed development of the Property, provided that no such applications, submittals or requests shall be binding on Purchaser should the Closing not occur. All Development Approvals shall be In form and content reasonably acceptable Purchaser. C. Subdivision. During the Inspection Period, Seller, at Seller's sole cost and expense, shall undertake the platting, replotting, subdivision or similar procedure necessary to legally separate the Land from Seller's other real property, creating a separate tax parcel (the 'Replatting"), subject to Purchaser's right of final review and approval prior to submission of any information or documentation to the applicable governmental authorities,. Upon written approval of the Survey by Purchaser, Seller shall promptly and diligently pursue the Replotting, which shall be completed by Seller as soon as reasonably possible prior to Closing or the Closing shall be extended until three (3) days following such Replotting provided that Seller Is diligently pursue the Replotting. Purchaser, at no cost to Purchaser, will reasonably cooperate with Seller in the Replotting. Purchaser agrees to execute any document(s) or other submittal(s) required for such Replotting, provided that no such documents or submittals shall be binding on Purchaser should the Closing not occur. Upon completion of the Replotting, Seller shall cause the plat for the Property to be recorded In the real property records for the County of Lubbock, State of Texas, at or prior to Closing. d. Roadway. Setter, at Seller's sole costs and expense, shall design and construct roads from Lubbock Business Park Boulevard (i) along the western boundary of the Property (an extension of North Ivory Street) and (t) along the eastem boundary of the Property (an extension of North King Avenue), each extending, at a minimum, to the southern boundary of the Land (together, the "Road'). Within forty-five (45) days after the Effective Date, Seller shall deliver to Purchaser proposed plans for the design of the Road for Purchaser's review and comment. Within seven (7) days thereafter, Purchaser agrees to notify Seiler in writing of Purchaser's approval of said design plan or specify any comments to the design plan in reasonable detail. In the event Purchaser provides any comments, Seller agrees to collaborate with Purchaser In good faith to alter the design plan to reach a mutually acceptable design plan (the `Final Road Plan*) no later than one (1) day prior to the expiration of the inspection Period. Seiler agrees to construct the Road In accordance with the Final Road Plan within thirty (30) days prior to completion of the Building. e. tip. Within sixty (60) days after the Closing Date, Seller, at Seller's sole cost and expense, shall bring all utilities reasonably required by Purchaser to the Property. f. Building Ugh. Seller and Purchaser agree to collaborate In good faith on the design and size of the Building. Within twenty (20) days after the Effective Date, Purchaser agrees to delver to Seiler preliminary design plans for the Building for Seller's review and comment. Within fourteen (14) days thereafter. Seiler agrees to notify Purchaser in writing of Seller's approval of said design plans or specify any comments to the design plans in reasonable detail. In the event Seiler provides any comments, Purchaser agrees to collaborate with Seller in good faith to alter the design plans to reach mutually acceptable PURCHASE AND SALE AGREEMENT Pape 12 482&5909.7798v.3 design plans (the "Final Building Design Plans") no later than one (1) day prior to the expiration of the Inspection Period. Purchaser agrees to construct the Building substantially in sc oordanee with the Final Building Design Plans subject to paragraph 18.h below after the Closing Date. g. Development Costs. Prior to commencing construction of the Building, Purchaser agrees to deliver to Seller a budget of the total anticipated costs for Purchaser to develop the Property (the "Budget"). Within seven (7) days thereafter. Seiler agrees to notify Purchaser in writing of Seller's approval of the Budget or specify any comments to the Budget In reasonable detail. In the event Seller provides any comments, Purchaser agrees to collaborate with Seller in good faith to alter the Budget to reach a mutually acceptable Budget no later than twenty (20) days after the date Purchaser receives Seller's comments. h. Construction. Subject to any delays caused by Seller or any force majeure event, Purchaser agrees to (1) commence development activities on the Property within 180 days after the Closing Date (the "Development Period"), and (2) substantially complete the Building within twenty-four (24) months after the expiration of the Development Period (the "Building Period'). The Development Period and/or Building Period, as applicable, will be automatically extended one (1) day for each day the Seller Is delayed In performing its obligations under this Section 16 after the applicable due date. If Purchaser fails to timely commence development activities within the Development Period, then Seller shall have the right to enter and take back possession of the Property, which must occur within ninety (90) days after the expiration of the Development Period. Furthermore, Purchaser agrees to pursue the construction of the Building in a commerdally reasonable manner to substantial completion, subject to any delays caused by Seller or any force majeure event but, if Purchaser fails to complete the Building by the expiration of the Building Period, Seller shall have the right to enter and take back possession of the Property, which must occur within ninety (90) days after the expiration of the Building Period. In the event Seller exercises its right to take back possession of the Property then Seller agrees to reimburse Purchaser for all of the actual, out-of-pocket Purchaser's Costs (as defined below) incurred by Purchaser, which costs shall be substantially similar to the Budget. As used herein, the terms "substantially complete" or "substantial completion" shall mean that the Building shall have been completed in a reasonably commercial manner (excluding any tenant specific improvements) and received a Certificate of Occupancy from the City of Lubbock, Texas. The covenants set forth In this Section 16 shalt survive Closing. 17. Put Option: Purchaser, in its sole discretion, shall have the right to require Seller to purchase the Property (the "Put Option"), which right must be exercised by Purchaser during months 30 through 36 after the date Purchaser receives a final certificate of occupancy for the Building developed on the Property. If Purchaser timely exercises the Put Option, then Seller shah purchase the Property at a purchase price that equals the sum of (the `Purchaser's Costs") (a) the actual costs Incurred by Purchaser to acquire the Property, (b) the actual costs incurred by Purchaser to develop the Property (including a development fee), which costs shall be substantially similar to the Budget, (c) all costs incurred by Purchaser to finance the purchase and development of the Property including Purchaser's equity contribution and an amount sufficient to pay off the loan (Seller may assume the loan provided Purchaser and any guarantor are fully released from any completion guaranty and all other obligations and liabilities under the PURCHASE AND SALE AGREEMENT Page 13 482&5969-7798v.3 loan documents after the sale of the Property), (d) the actual costs Incurred by Purchaser to operate and lease the Building including all brokerage fees, legal fees and tenant improvement costs, and (e) less the amount of revenue obtained from any rentals, leases, or sale proceeds of any portion of the Property. Notwithstanding the foregoing to the contrary, Purchaser's Costs shall exclude marketing costs and the salaries and benefits of the partners and employees of Purchaser including Tom Leiser, Pryor Blackwell and Mark Hayes. No later than 120 days after the date Purchaser receives a final certificate of occupancy for the Building, Purchaser agrees to deliver to Seller a written estimate of the anticipated Purchaser's Costs. The covenants set forth In this Section 17 shall survive Closing. 18. Lease, Sale and Management of Property. Purchaser, in its sole discretion, will be responsible for leasing and managing the Property, which may involve engaging a brokerage and management company and receive market commissions and management fees. Purchaser agrees to provide Seller with access to the Building enabling Seller to show the Building for leasing or sale provided that Seller gives Purchaser prior written notice thereof and provided further that Purchaser, in its sole discretion, shall handle all negotiations and documentation involving the lease or sale of the Property. The covenants set forth In this Section 18 shall survive Closing. 19. Miscellaneous. a. Endretles. This Agreement contains the entire agreement of the parties pertaining to the Property, b. Modifications. This Agreement may only be modified by a written document signed by both parties. Title Company is not a necessary party to an amendment to this Agreement. C. Assigns; Beneficiaries. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, legal representatives, successors, and assigns. Purchaser may assign its rights under this Agreement to any affiliate of Purchaser without Seller's consent. Except as set forth in the preceding sentence, this Agreement is for the sole benefit of Seiler and Purchaser, and no third party is intended to be a beneficiary of this Agreement. d. Governing Law. This Agreement shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of the state in which the Property is located without giving effect to its choice of law provisions. e, Non -Business Day; Time. If the final date of any period provided herein for the performance of an obligation or for the taking of any action falls on a Saturday, Sunday, or legal holiday for national banks in the location where the Property is located, then the end of such period shall be extended to the next Business Day. The tern "Business Day' means any clay of the week that is not a Saturday, Sunday, or legal holiday for national banks in the location where the Property. Time is of the essence in the performance of this Agreement. f. No Assumption of Liabilities. Notwithstanding any provision contained In this Agreement to the contrary, this Agreement Is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any party to any person or entity that is not a party to PURCHASE AND SALE AGREEMENT Page 14 4926-59WT199v.3 this Agreement, whether under a third -party beneficiary theory, laws relating to transferee liabilities or otherwise. g. No Marketing. Seller agrees not to market any portion of the Property for sale from the Effective Date until the earlier of the Closing or a termination of this Agreement. h. Independent Consideration. Contemporaneously with the execution of this Agreement, Purchaser shall be unconditionally obligated to pay to Seller the amount of TEN DOLLARS ($10.00) (the "Independent Consideration"), which amount the parties bargain for and agree to as consideration for Seller's execution and delivery of this Agreement. This Independent Consideration is in addition to and Independent of any other consideration or payment provided for in this Agreement and Is non-refundable in all events. I. Counterparts. This Agreement and any amendment thereto may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one document. Signatures delivered by facsimile transmission or email transmission in portable document format or other electronic imaging is binding. [Signature pages follow] PURCHASE AND SALE AGREEMENT Page 15 4628.5909-7798v.3 Purchaser's Signature Page to Purchase and Sale Agreement between Lubbock Economic Development Alliance and BVLBP2, LP PURCHASER: BVLOP2, LP, a Texas limited partnership By: BVLBP2 GP, LLC, a Texas limited liability company Its general partner By: ILA WMW Name: O Title. - Date Executed: � ✓ 2020 Address: BVLBP2, LP 5820 W. Northwest Highway, Suite 200 Dallas, Texas 75225 Attn: Pryor Blackwell Phone: 214.378.8200 Email: pblackwell@banderaventures.com With copy to: Munsch Hardt Kopf $ Harr, P.C. 500 N. Akard, Suite 3800 Dallas, Texas 75201 Attn: David Coligado Phone: 214.855.7683 Email: dco1IQaO—01MMun§gLeom PURCHASE AND SALE AGREEMENT Pape Is 4826.5909-7798v 3 Seller's Signature Page to Purchase and Sale Agreement between Lubbock Economic Development Alliance and BVLBP2. LP SELLER: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation By: Na •� a_ Title w`p Date Executed: --_, 2020 Address: Lubbock Economic Development Alliance 1500 Broadway, Sixth Floor Lubbock, TX 79401 Attn: John Osborne, President and CEO Phone: Email: r _ PURC14ASE AND SALE AGREEMENT page 17 MMN09.7798v 3 Title Company Joinder Title Company joins herein in order to evidence its agreement to perform the duties and obligations of Tide Company set forth in this Agreement. Commonwealth Land Tide Insurance Company By: Name: Fide: Dated Executed: , 2020 Address: Commonwealth Land Tide Insurance Cam pany 2390 E. Camelback Rd., Suite 230 Phoenix, AZ 85016 Attn.: Michael Zodka Phone: (602) 28N3563 Email: mzobka@rJtic.com PURCHASE AND SALE AGREEMENT Page 18 4826-5909.7Mv.3 EXHIBIT A LEGAL DESCRIPTION OF LAND. METES AND BOUNDS DESCRIPTION of a 13 966 acre tract of land out of 586.1 acre tract described under County Clerk File No. 2006037689 of the Ofncial Public Records of Lubbock County, Texas, located in Section 7, Block A, Lubbock County, Tatar, being further describcd as rallows- BEGINNING at a 1/2' iron rod with cap marked "HRA" sct for the Southeast corner of this tract, which bears N. 88'3136" W. a distance of 1731.96 feet and N. 0192974" E. a distance of 1532 52 rout from the Southeast corner of 5ectiort 7, Block A. Lubbock County, Texas; THENCE N. 99031 *36" W a distance of 679.61 feet io a 112" iron rod with cap marked "I IRA" set for the Southwest comer of this tract; THENCE N. 01 028'24" E a distance of 792.93 feet to a 112" iron rod with cap marked "I IRA" set for the most Westerly Northwest corner of this tract; THENCE N. 05116W E. a distance of 60.13 feet to a In" iron nod with cap marked "HRA" set for a point of intersection in the South right -of --way line of Lubbock Business Park Boulevard as described under County Clerk File No. 2009039502 of the Official Public Records of Lubbock County, Texas, THENCE N. 4602821" E„ along said South right-of-way line, a distance of 73.66 feet to a in" iron rod with cap marked "HRA" set for a point of intersection; THENCE N. 8r39'35" E., continuing along said South right -of --way line, a distance of 59 85 feet to a 111" iron rod with red cap found at the most Northerly Northwest comer of this tract; THENCE S. 89031*36" E., continuing along said South right -of --way line, a distance of471.62 feel to a 1/2" iron tad with cop marked "HRA" found in the Wrest right-of-way line of North King Avenue dedicated by plat recorded under County Clerk File No. 2018038962 of the Official Public Records of Lubbock County, Texas at a point of intersection; THENCE S. 83*07'13" E., along said West righl-of--way line, a distance of 55A8 feet to a V2" iron rod wilh cap marked "HRA" set for a point of intersection; THENCE S. 38428'59" E., continuing along said West right-of-way line, a distance of 71.67 foci to a I/2" iron rod with cap marked "HItA" set for the most Easterly Northeast comer of this tract; THENCE S. 06009'15" W., continuing along said West right-of-way line, a distance of 97.39 feet to a 112" iron rod with cap marked "BRA" set for a point of curvature; THENCE Southwesterly, continuing along maid West right-of-way line, around a curve to the IcR, said curve having a radius of 330.00 feet, a central angic of 04°40'51 ", a chord bearing ors. 03048'50" W. and a chord distance of 26.95 feet to a 1/2" iron rod with cap marked "HRA" set for a point of tangency; THENCE S. 01 "28'24" W., continuing along said Wcst right -of --way line, at 486.84 feet pass the Southwest comer of said right -of --way dedication, continuing for a total distance of 714.84 feet to the Point of Beginning and containing 609.337 square foci -13.%6 acres. PURCHASE AND SALE AGREEMENT Page 19 4825-5909-7798v.7 SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LUBBOCK § LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation ("Grantor"), for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY unto BVLBP2, LP, a Texas limited partnership ("Grantee"), the real property in Lubbock County, Texas, fully described in Exhibit A, together with all right, title and interest of the Grantor in and to (i) those certain improvements and fixtures presently situated on such real property; (ii) all streets, roads, alleys, easements, rights of way, licenses, rights of ingress and egress existing or proposed, abutting, adjacent, used in connection with or pertaining to the real property and improvements; (iii) any strips or gores of real property between such real property and abutting or adjacent properties; and (iv) all appurtenances and all reversions and remainders in or to such real property (except those created hereunder) (collectively, the 'Property"). This Special Warranty Deed and the conveyance set forth herein is executed by Grantor and accepted by Grantee subject to the matters described in Exhibit B, to the extent the same are validly existing and applicable to the Property (collectively, the "Permitted Encumbrances"). This Special Warranty Deed and the conveyance set forth herein is subject to the following right of reversion: subject to any delays caused by Grantor or any force majeure event, it is expressly agreed that if Grantee fails to commence development activities on the Property within 180 days after the Effective Date of this Special Warranty Deed (the "Development Period"), and thereafter fails to pursue construction of the Building (as defined in the PSA) in a commercially reasonable manner to substantial completion within twenty-four (24) months after the expiration of the Development Period (the `Building Period"), then Grantor shall have the right to enter and take back possession of the Property in accordance with the terms and conditions set forth in that certain Purchase and Sale Agreement dated October 8, 2020 between Grantor and Grantee (as amended from time to time, the "PSA"). The Development Period and/or Building Period, as applicable, will be automatically extended one (1) day for each day the Grantor is delayed in performing its obligations under the PSA after the applicable due date. The term "substantial completion" shall mean that the Building (as defined in the PSA) shall have been completed in a reasonably commercial manner (excluding any tenant specific improvements) and received a Certificate of Occupancy from the City of Lubbock, Texas. In the event Grantor timely exercises its right to enter and take back possession of the Property then Grantee agrees to execute and deliver to Grantor a Special Warranty Deed subject to the Permitted Encumbrances, the Road (as defined in the PSA) and any such other matters as Grantor accepts. TO HAVE AND TO HOLD the Property unto Grantee, its successors and assigns forever; and Grantor does hereby bind itself and its successors to WARRANT AND FOREVER DEFEND the Property unto Grantee, its successors and assigns, against any person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, and subject to the exceptions to title set forth in this Special Warranty Deed. Special Warranty Deed Page 7 4843-09W-5743v.2 Grantee's address is: BVLBP2,LP 5820 W. Northwest Highway, Suite 200 Dallas, Texas 75225 All ad valorem taxes and assessment for the Property for the year 2020 have been prorated and Grantee hereby expressly assumes liability for the payment thereof and for subsequent years. [Signature page follows.] Special Warranty Deed Page 2 EXECUTED as of November, _, 2020 (the "Effective Date"). LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit co oration By: Na e: Titl a THE STATE OF § COUNTY OF § J l Th' I strument gsj4acjkowl ged before me o �.!/ 20by sirs,- as � of Lubbock Economic Development Alliance, a Texas non-profit corporation, on behalf of such non-p fit rporation. LINDA M. DAVIS Notary Public, State of Notary Pubk, State 01 Texas Nolary I0# 498103.2 My G nmiS m fames 04*2021 Special Warranty Deed Signature Page Exhibit A to Special Warranty Deed Legal Description LOT 15, LUBBOCK BUSINESS PARK, AN ADDITION IN THE CITY OF LUBBOCK, LUBBOCK COUNTY, TEXAS, ACCORDING TO THE MAP, PLAT, AND/OR DEDICATION DEED THEREOF RECORDED UNDER COUNTY CLERK FILE NO. 20200047148 OF THE OFFICIAL PUBLIC RECORDS OF LUBBOCK COUNTY, TEXAS. Special Warranty Deed Exhibit A Exhibit B to Special Warranty Deed Permitted Encumbrances 1. The following restrictive covenants of record itemized below: Those recorded in Clerk's File No(s). 2007000124, 2007031921 and 2011022487 of the Official Public Records of Lubbock County, Texas. 2. Taxes for the year 2020 and subsequent years, not yet due and payable. The terms, provisions, conditions, easements, covenants, options, and lien for assessments as set out in Declaration of Covenants, Conditions and Restrictions, recorded in Clerk's File No(s). 2007000124, 2007031921 and 2011022487, of the Official Public Records of Lubbock County, Texas. 4. Underground Utility Easement, recorded in Clerk's File No. 2008013799, of the Official Public Records of Lubbock County, Texas. 5. Landscape Easement, recorded in Clerk's File No. 2009039604, of the Official Public Records of Lubbock County, Texas. 6. Oil, Gas and Mineral Lease recorded in Volume 42, Page 543, of the Oil & Gas Lease Records of Lubbock County, Texas, ratified in instruments recorded in Volume 1592, Page 217 and Volume 1593, Page 878, of the Deed Records of Lubbock County, Texas, together with any unitization or pooling of said lease as evidenced by instruments of record in the Real Property Records of Lubbock County, Texas, including, but not limited to, that certain Unit Agreement recorded in Volume 1945, Page 84, of the Deed Records of Lubbock County, Texas, and that certain Affidavit of Unitized Oil and Gas Leases recorded in Volume 3690, Page 252, of the Real Property Records of Lubbock County, Texas. Said Oil, Gas and Mineral Lease subject to that certain Limited Surface Use Agreement, recorded in Clerk's File No. 2017021064, of the Official Public Records of Lubbock County, Texas. 7. Royalty interests by virtue of oil and gas lease dated November 7, 1977, as reserved by the Grantors under the Correction Special Warranty Deed, recorded in Clerk's File No. 2006037689, of the Official Public Records of Lubbock County, Texas. Title to said instrument not checked subsequent to the date thereof. 8. 10' underground utility easement as shown on the Plat for Lubbock Business Park for Lot 15 an addition in the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded under County Clerk File No. 20200047148 of the Official Public Records of Lubbock County, Texas. Special Warranty Deed Exhibit 8 BILL OF SALE AND GENERAL ASSIGNMENT This Bill of Sale and General Assignment (this "Assignment"), is made as of November 2020, from Lubbock Economic Development Alliance, a Texas non-profit corporation ("Assignor"), for the benefit of BVLBP2, LP, a Texas limited partnership ("Assignee"). BACKGROUND: Pursuant to the terms of that certain Purchase and Sale Agreement (the "Agreement"), dated as of October 8, 2020, between Assignor, as seller, and Assignee, as purchaser, Assignor agreed to sell to Assignee, infer alia, the Real Property. All capitalized terms not otherwise defined in this Assignment are given the meaning set forth in the Agreement. AGREEMENT: NOW THEREFORE, in consideration of the premises and the agreements and covenants herein set forth, together with the sum of Ten Dollars ($10.00) and other good and valuable consideration this day paid and delivered by Assignee to Assignor, the receipt and sufficiency of all of which are hereby acknowledged by Assignor, Assignor does hereby ASSIGN, TRANSFER, CONVEY, SET OVER and DELIVER unto Assignee, to the extent assignable, all of Assignor's right, title and interest in and to the following (collectively, the "Assigned Properties'): a. the Personal Property; and b. the Intangible Property. [Signature page follows.] Bill Of Sale And General Assignment Page 1 4847-6350-2543v.2 IN WITNESS WHEREOF, the undersigned has executed this Assignment to be effective as of the date first set forth hereinabove. ASSIGNOR: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation THE STATE OF § COUNTY O § Th' i strument as 4icknowl ed before me on���w Leo by z3M pi as of Lubbock Economic Development Alliance, a Texas non-profit corporation, on behalf of such n n- fit corporation. Notary Public, State of LINDA M. DAVIS Notary Public, Stated Texas Notary ID# 498103.2 My CDmmission Fires 04-0r2021 Bill Of Sate And General Assignment Page 2 4847-635D-2543v.2 I EXHIBIT A TO BILL OF SALE AND GENERAL ASSIGNMENT Personal Property Bill Of Sale And General Assignment Page 3 4847-6350-2543v,2 EXHIBIT B TO BILL OF SALE AND GENERAL ASSIGNMENT Intangible Property Bill Of Sale And General Assignment Page 4 4847-6350-2543v.2 FIRPTA CERTIFICATE Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform BVLBP2, LP, a Texas limited partnership ("Transferee"), that withholding of tax is not required upon the disposition of a U.S. real property interest by Lubbock Economic Development Alliance, a Texas non-profit corporation ("Transferor"), the Transferor hereby certifies to Transferee the following on behalf of Transferor: 1. Transferor is not a foreign person (as such term is defined in the Internal Revenue Code and Income Tax Regulations); 2. Transferor's U.S. tax identification number is 90-0183669; 3. Transferor is not a disregarded entity as defined in Income Tax Regulations Section 1.1445-2(b)(2)(iii); and 4. Transferor's address is 1500 Broadway, 6th Floor, Lubbock, Texas 79401. Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that 1 have authority to sign this document on behalf of Transferor. FIRPTA Cert'dicate page .I 4813-9278-9455v.2 IN WITNESS WHEREOF, the undersigned has executed this Certificate to be effective as of 20_ TRANSFEROR: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation THE STATE OF § COUNTY OF § Thil i strument As ackno d d before me on by of Lubbock Economic Development Alliance, a Texas non-profit corporation on behalf of such non-pr fit corporation. LINDA M. DAVIS Notary Public, State of Notary Public State of Texas Nokq ID# 498103.2 My f,',omrriis�on Expires 04062i121 FIRPTA Certificate page 2 4813-8278-9455v 2 RE 21-19 RESOLUTION APPROVING BANDERA VENTURES, LP THE STATE OF TEXAS COUNTY OF LUBBOCK At a regular meeting of the Board of Directors of LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC., a Texas nonprofit corporation (LEDA), on Wednesday, July 28, 2021, held in conformity with the bylaws, after due notice as therein provided, a quorum being present and acting, the following resolution was unanimously adopted: WHEREAS, LEDA presented to members of the Board the proposal of a possible Economic Development Grant and Contract to Bandera Ventures, LP. The terms and conditions of such Economic Development Grant and Contract, other than the normal terms and conditions applicable to all such Economic Development Grant and Contracts by the Corporation, are described generally as follows, to wit: LEDA hereby grants Bandera Ventures approximately 40 acres in the Lubbock Business Park made under the following terms and conditions: Grant the Developer, Bandera Ventures, LP, 40 acres of land, for the purchase price of $100, as identified as Lots 32, 33, 37, 45 and 46 in the northeast corner of the Lubbock Business Park in the Special Warranty Deed and the Purchase and Sale Agreement for the purpose of the Developer to build a speculative building on said Property in accordance with the terms and conditions set forth in the Purchase and Sale Agreement. The developer has the right and option to purchase the property identified as Lots 32, 33, 37, 45 and 46 in the northeast corner of the Lubbock Business Park, in accordance with the terms and conditions of the Purchase and Sale Agreement and LEDA and developer agree that this Agreement shall apply to Lots 32, 33, 37, 45 and 46 in the northeast comer of the Lubbock Business Park in the event Developer elects to purchase said lots. The Board discussed the fact that the Economic Development Grant and Contract offering incentives to provide land for the speculative building meet the purposes and guidelines of the Corporation for such Economic Development Grant and Contracts. The Board further discussed that Bandera Ventures, LP is a Texas limited partnership authorized to do business in Texas and plans to hire local contractors when possible, and that the offering of an Economic Development Grant and Contract by conveying the 40 acres, for the purchase price of $100, to build a speculative building in the Lubbock Business Park described above would stimulate the growth of enterprise in the City of Lubbock. The developer has the right and option to purchase the property identified as Lots 32, 33, 37, 45 and 46 in the northeast corner of the Lubbock Business Park, in accordance with the terms and conditions of the Purchase and Sale Agreement and LEDA and developer agree that this Agreement shall apply to Lots 32, 33, 37, 45 and 46 in the northeast corner of the Lubbock Business Park, in the event Developer elects to purchase the lots. WHEREAS, the Board finds that the above described Economic Development Grant and Contract containing the incentive for conveying the 40 acres of land should be offered to Bandera Ventures, LP by means of an Economic Development Grant and Contract consistent with the foregoing terms and conditions, as well as the other terms and conditions, consistent with the form of such Economic Development Grant and Contract as used by Lubbock Economic Development Alliance, Inc. The Board finds that the following resolutions are in the best interest of the corporation and should be adopted. WHEREAS, there is need for Lubbock Economic Development Alliance, C LEDXI, to offer and enter into an Economic Development Grant Contract with Bandera Ventures, LP. This Economic Development Grant and Contract will contain the normal and usual terms and conditions of such Economic Development Grant and Contracts by LEDA to an existing business or a business prospect, and will contain the following terms and conditions, to wit: Upon Motion by Director, Mr. Sonny Garza, and Seconded by director, Mr. lames Conwright, and unanimously approved by all directors. IT WAS RESOLVED that LEDA offer and, if accepted by Recipient, enter into an Economic Grant and Contract with Bandera Ventures, LP. This Economic Development Grant and Contract will be on the normal terms and conditions of such Economic Development Grant and Contract offered by LEDA to existing businesses and business prospects and authorize the CEO to enter into and negotiate Performance agreement. The Board further discussed that Bandem Ventures, LP is a Texas limited partnership authorized to do business in Texas and plans to hire local contractors when possible, and that the offering of an Economic Development Grant and Contract by conveying the 40 acres, for the purchase price of $100, to build a speculative building in the Lubbock Business Park described above would stimulate the growth of enterprise in the City of Lubbock. The developer has the right and option to purchase the property identified as Lots 32, 33, 37, 45 and 46 in the northeast comer of the Lubbock Business Park, in accordance with the terms and conditions of the Purchase and Sale Agreement and LEDA and developer agree that this Agreement shall apply to Lots 32, 33, 37, 45 and 46 in the northeast corner of the Lubbock Business Park, in the event Developer elects to purchase the lots. WHEREAS, the Board finds that the above described Economic Development Grant and Contract containing the incentive for conveying the 40 acres of land should be offered to Bandera Ventures, LP by means of an Economic Development Grant and Contract consistent with the foregoing terms and conditions, as well as the other terms and conditions, consistent with the form of such Economic Development Grant and Contract as used by Lubbock Economic Development Alliance, Inc. The Board finds that the following resolutions are in the best interest of the corporation and should be adopted. John Osborne, President & CEO Linda Davis, Secretary PERFORMANCE AGREEMENT This Performance Agreement (the "Agreement") is made effective on�, 2021 b) and between I UBBOCK ECONOMIC DL.VEI01'MI'NI Al I.IANCI;— INC., Texas nonprofit corporation (hereinafter referred to as "LEDA") and Bandera Ventures, LP, a Texas limited partnership (hereinafter collectively referred to with its successor affiliate as "Devcloper"), b) and through their duly autltoriicd officers and affiliate organizations under the terms and conditions that follow. 1. Applicable Law It is understood b) and bemeen the parties that the tents "Act," as used herein. is intended it) tnean the De%-elopntent Corporation Act of 1979, as amended. (Sec 501.001 et wq. Local Government Code, fonnerl) Sec 5190,6. VACS.) The parties hereto covenant and agree to compl) w ith the tents of the Act applicable to this Agreement, 2. Parties: A. l FDA a 'texas non-profit corporation as hell as it tas Miupt 501(c) 4 cntit). %%as created by the City (af' Lubbock, Texas, as an Industrial Development Corporation under the Act for the pill pose of creating and retaining positions and encouraging new businesses to be established in Lubbock, Texas, to stimulate business and commercial actiNr itics. as well ati all other purposes allowed b) the Act, B. I)eaeloper is negotiating! it contract with I-LDA in which LLI)A agrees to sell, com-e), transfer and assign lu Dc\cloper. and De%cloper agrees to purchase and accept front Seller certain "Properly— located in the I ubbock BUS1rte5S Park, as described in %Itch contract (the "Purchase and Sale Agreement") attached as Fxhibil A. Developer agrees to build a speculatite building on said Property (the "Project') in accordance with the terms and conditions scl Will in said Purchase and Sale Agreement. C. Developer is a Texas limited partnership authorized to do business in "Texas. 3. 1'ur ose: the purpose for this Agreentenl is to l6rntahze site agreements bemeen I I.DA and I)ewloper for the pa)rnent of certain costs associated with De\cloper's Project and spec ificaII) state the co\cnants. representations (4 the parties, and the incenti\es associated with De\elopees commitment to abide b) the prop i,it,ns of the Act and to abide b) the terms of this Agreement w hich Kati been approved b) the Board of Directors of LF.DA as cotnpf) ing w ith the specific requirements of the Act. II is ccpressl) agreed that this Agreement con%.tittrlcs a single transaction, A failure to perform an) obligation, which is Deocloper's to fulfill- b) Developer nta) constitute a [)reach of the entire Agreement and terminate an) lurther conunrtntents b) I F DA. 4. Definitions: A. I he "Act' shall refer to the Development ( orporation Act ol' 1979, as amended. a% See 501.001 et seq_ I oval Oo�ernrnent Code, fot-tnerh Sec 5190 0. VACS. Page 109 LEIS Bandera Ventures 4816-8935.3202w2 U k-1 A. 1 LDA" shall refer Io [.ubbock Lconomic Development Alliance, Inc., a texas non- profit corporation, created b) the Cite of Lubbock as an "Industrial Development Corporation," pursuant to the Act G "Project" shall mean the project identified in Paragraph 2.13.. above. 1). "Developer" shall reler to Bandera Ventures, LP and its successors and assigns, a Texas limited partnership, authorized to do business in Texas. and the Developer part) to this Agreement. S. Representations of Developer: A. Developer represents that it is authorized to do btl5irteSS in i exas and has authorization to enter into this Agreement on its behalf. B. Developer represents that it has sought from I.EDA economic assistance pursuing, Developer's Project. C. Developer represents that it has conferred N1hh al(ome)s of its o►%n ch00%it►g and i% full) knm%ledgeable of the terms of the Act and understands the reporting requirements of the Act as set forth in Texas Code Ann. §313.032, as %%ell as all conditions precedent and subsequent as required to he eligible for the incentives offered b) I I,DA, including the Pa)back Provisions in Section 10. D. Developer understands and agrees that an) sariations as to any term of this Agreement or and terms or conditions of the incentives as stated must be mutually agreed to in %k ritten supplements or addenda since no oral agreements. amendments, or representations %gill he hinding on either party E. Developer agrees to comply with the requirements and representations included in the Purchase and Sale Agreement, attached hereto as Exhibit A and incorporated herein as if copied in full. 6. Representations b� LEDA: A. I FDA represents that it is established as an Industrial Development Corporation under the Act and further represents that the costs applied log+ard Dc%eloper's Project as stated in this Agreement have been found b) the Board of Directors OAS' ' DA sitting as fact finders }cave determined the Project to he in compliance with the reuirements and purposes of the Act. the provisions of ITDA's charter. as "ell ivs for the benefit of` the Ot) of [ ttbhoek. Lubbock C ount). 1fexas. and trade area - page 2 of LE Bandera Venture itn 6-8935-3202%.2 B. I LDA represents that it has authority to enter into this Agreement. 1 E.DA understands and agrees (lint any ►ariation in terms of this Agreement or the incentiNes offered to Developer or commitment by Dcveloper g ill only be binding if mutuall) agreed to in ►►riling. C. LEDA represents that the real property described in Section 7 has gas, electric and communication services bordering such Property. D. Me site is eligible for Foreign Trade Zone designation. If Developer would like to apply for Foreign Trade Zone designation, 1 EDA would facilitate the application and activation process on behalf of Developer. 7. heal Property: Ll DA shall come) appro\intatel) 40 acres of land as identified b) Special Warrant) Deed as contemplated in the Purchase and Sale Agreement and pursuant to the ternis and conditions as set lorth in the Purchase and Sale Agreement Such come)ancc shall take place at closing as described in the Purchase and Sale Agreement. The obligations and rights of Developer under this Agreement shall be conditioned upon the parties closing on the transfer under the Purchase and Sale Agreement. 8. !teal Protlerti Incentive to be Awarded and Terms of Award A. Incentive h) LLDA: Pursuant to the Purchase and Sale Agreement. LEDA shall grant to Dev eloper the (teal Property identified b) the Special Warrant% Deed attached as I xhibit 13 I -or a purOmse price of $100. B. Capital Incentive „by Developer: Pursuant to the terms of the Purchase and Sale Agreement, Developer agrees to build a speculative building on the Real Property at the Lubbock Business Park and to market said building for lease or sale to future businesses. 9. Conditions for Payment of_Incentises: It is speciticall} agreed and under:stt+od hN and bet►►een the parties that l LDA has agreed to Irantilcr the I'rop>ert) to Developer s(rictly upon the ti)Ilo%%ing leans and conditions: A. An} use of 1 I:DA's name for puhlicit) in connection %%ith I)eveloper's husine5ti or acti►ities mist be appro►ed in ad►ance b) I,I:DA. II is underslood Ilia! I.l DA ntaN make kno►►n its contributions to Developer. 13. De►cloper' shall ha%a dcli►er-ed to I EDA evidence of its authorit) for the a\ecution and performance of this Agreement. as i►ell as tinsel) deli►er) c}f all other information exprestil) called for in this Agreement. Page 3 of 1, Z Bandera Ventures 4816-89M-3202v.2 For the duration of this Agreement, in order to receive benefits hereunder, Developer must maintain its legal status under federal and state ]a►► duly and remain qualified to do business in the Slate of Texas. 1). I'he operations or activities of Developer and its einplo)ees w ith respect to the Project shall be performed and conducted in a professional and businesslike manner and shall be in keeping, in all material respects wilh applicable federal and slate laws and regulations. and an) ordinances of the City of` Lubbock and or go%crnlnental entities ►►hich r1l71y ImNAc ,iuri-Aliciiotk mer operauion. and avikilicti of the Project and the Developer. 1:.. Developer certifies that the Developer does not and ►►ill not knowingly employ an undocumented worker in accordance with Chapter 2264 of the Texas Government Code, as amended. If during the Term of this Agreement, Developer is convicted of a violation under 8 U.S.C. § 1324a(f), Developer shall repay the amount of the public subsidy provided under this Agreement, w ith interest at the legal pre judgment interest rate, with reasonable altorney's fee~, not later than the 1201h day after the date LEDA notifies Developer of the violation. Any intbrination obtained by LFDA or ilsagcnts orassignsduring negotiations leading up to the execulion of the Agreement or othen►ise about the business, ha►e or ►►ill he returned upon the execution of this Agreement, subject to a right to a continuing examination by [+DA in order to comply ►► ith 1.1.1WA , reporting obligations, if any. Such information shall be considered confidential and bc)ond the scope of an) Open Records request as proprielat) information. G. Developer will notify 1 FDA in writing within three (3) business days if an announcement is made that the Developer ceases construction of the speculative building. 10. Payback Provisions and Events„of Default: Developer acknowledges that 1 I i?A and Developer are required 10 remain in conformance with the titatutor) provisions of the Act. I he pailie" hereto agree that in the event Developer fails to comply with the provisions (if- this Agreement including hilt not Innrtcd to Paragraphs 51i. 9C. 91). 91-. or I L and after written notice and failure to cure the ► iolation continues tier thirl► (30) days arl'ler written notice to Developer, pro► ided that il'tuch ► iolatir►n can be cured but is not capable of being cured within said 1hirty (30) day period W%cloper shall not he in default hereunder so long as Developer continence5 curative action as set firth in the Purchase and Sale Agreement. Should the provisions fail to be met by the Developer, after such notice and cure period, LEDA reserves the right to enter and take back possession of the Property as set forth in the Purchase and Sale Agreement. 11. Assignment.:_ 1 his Agreement shall not be assignable, either in whole or- in part, except this Agreement ma) be assigned to ant affiliate of Developer or an)- successor or assign of Dev eloper by merger, consolidation or transfer of all or substantially all of the assets. Any assignment not authorized by this Agreement shall not disgtialitj the remaining or new entity from applying to LFDA for ne►% Page 4 of 9 l,E _ Bandera Ventures 4816-893i320Iv.2 incentive consideration 12. No Privity of Endeavor Nor Joint Venture: It is specificall) agreed that there shall be no privity of endea%or nor joint venture %Nhatsoe%er bel"cen LIAM and De%eloper and the sole connection bemeen the parties is the contribution of the economic assistance b) I FDA under the restricted conditions as set forth herein and that such contributions as stated herein are for the sole purposes as set forth herein and it shal l in no %%ay be construed as a continuing basis of financial support h) ITDA to De%eloper. I'he parties hereto have entered into this Agreement in an arms -length transaction. No agree) relationship or tiduciar) relationship is intended to be created by this Agreement and no such relationship shall he determined to exist. 13. Good Faith -Normal Business Operations: The partieti agree that this Apreement has been entered into in good faith and that each part) shall act in good lbilh in complying %%ith its pro%kions. Hie parties further agree to transact all their business under and that �%hich relates to this Agreement in accordance "ith their normal business operations, 14. Miscellaneous Provisions: A. Notices: For the purposes of any notices to be given, pursuant to the terms of this Agreement, the parties shall use the following addresses or any other address as may be changed b) the parties, upon %4ritten notice to the other party. as follo►%%-. ( I ) John Osborne CLO and President UBBOCK LCONOMIC 1)1-.Vl:.I,OPMFN I Al 1.IANCF. I\'C 1500 Broadway, 6"1 floor Lubbock, TX 79401 (2) With a cop) to: Ann Manning. Attorney at Law Underwood Lark Firm, PC P.O. Box 16197 Lubbock, Texas 79490 (3) With a cop) to: Pryor Blackwell Bandera Ventures, IT 5820 W. Northwest highway. Suite 200 Dallas, 7 exas 75225 Page 5 of LED Bandera Ventures 4816-8935-3202v.2 (4) With a copy to; Munsch Hardt Kopf & Harr, P.C. 500 N. Akard, Suite 3800 Dallas, Texas 75201 Attn: David Coligado Notices shall he deemed to be gi%en upon the placing in the United States Mail, Certified Mail, Return Receipt Requested, to the above -described addresses or as may he changed, pursuant to the 1er'nis and conditions hereof. B. Lntire Agreement: This instrument constitutes the entire agreement betNseen the parties hereto and neither this Agreement nor an) of the Exhibits attached hereto, if' am. can he altered changed, or amended in any respect except by an instrument in "riting duly executed b) both parties. C. Governing [.aa and Performance: flhis Agreement shall be governed b) the lass of the State ofTcvas and shall he deemed to he executed in and perforniancc called for in Lubbock, 1 ubbock Counly. I'exas. 1). Partial Invalidity: In the e%cnt that any portion of this Agreement should be found or declared to he in%alid for any reason, the remaining provisions ofthis Agreement shall remain in full fierce and effect and shall he binding upon the parties. I., Binding liffecl: Phis Agreement shall be binding upon the undersigned. Ihcir successors and assign b) merger, subject to the express terms of this Agreement concerning assignment F. force Majeure; If an) default or performance of any other covenant or term of this Agreement is delayed b) reason olm strike, riots Jioriages of labor. materials, supplies, or transportation, %kar. civil commotion. act of God, governmental restrictions, regulations. or interference, lire, o1 other casualty, orany n(licr circttmstances beyond a signatory part)'% control, then the (tins to do or perform the term or covenant. regardless of ►%hether the circumslance is .similar to any oi'tliose enumerated above or not, is emxcused during the delay period and all timeframes for performance under (his Agreement shall be extended accordingly. G. 1 ime is of the Essence: I he parties agree that time is of the essence in the execution of this Agreement. Page 6 of 9 48164935-3202v.2 I.I;`p Bandera Ventures lik/ UTE in multiple counterparts, each of which is an original, on this day of 2021. l UBBOCK FC Page 7 of 4816-8933-3202v.2 ONOMIC DIIVLI IVIENT ALLIANCE, INC. John s ome, C 'and resident DI:VLLOPER- BANDI-.RA VENTURES, LP a Texas limited partnership By: ©andera Ventures GP, LLC a Texas limited liability company its genera partner By: .- 46W Name: �+ Pryor RIaCWMII Title: Manager l.l"Ia Bandera Ventures *v EX OBIT A Form of Purchase and Sale Agreement (attached) PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this "Agreement") is entered into as of the Effective Date between Seller and Purchaser. Basic Terms. The following terms apply to this Agreement: "Seller"; Lubbock Economic Development Alliance, a Texas nonprofit corporation "Purchaser": Bandera Ventures, LP, a Texas limited partnership "Property": The property as more particularly described in Section 2 below. "Title Company": Commonwealth Land Title Insurance Company "Purchase Price": $100.00 "Effective Date": The date this Agreement is executed by the latter to sign of Purchaser or Seller, as indicated on the signature pages of this Agreement. If either Purchaser, Seller or both do not date the signature page, the Effective Date is the date indicated on the signature page of the Title Company. "Inspection Period": The period commencing on the Effective Date and ending five hundred forty (540) days after the Effective Date. "Closing Date": On a Business Day selected by Purchaser, but no later than the last day of the Inspection Period; Purchaser shall provide Seller notice of the proposed Closing Date by delivering written notice to Seller no later than fifteen (15) days prior to the proposed Closing Date, and if no notice is given by, then Closing will be on the last day of the Inspection Period. 2. Sale and Purchase. Seller agrees to sell, convey, transfer and assign to Purchaser, and Purchaser agrees to purchase and accept from Seller, the following (collectively, the "Property): a. Some or all of an approximately 40.00 acre tract of real property presently located in the City of Lubbock, County of Lubbock, State of Texas, and depicted on Exhibit A attached hereto (the "Land"), together with all right, title and interest of Seller in and to (i) any improvements and fixtures pertaining to the Land (collectively, the "Improvements"); (ii) all streets, roads, alleys, easements, rights of way, licenses, and rights of ingress and egress abutting, adjacent, used in connection with or pertaining to the Land; (iii) any strips or gores of real property between the Land and abutting or adjacent properties; and (iv) all appurtenances and all reversions and remainders in or to the Land (except those created hereunder) (collectively, the "Real Property"); b. any and all fixtures and other tangible personal property owned by Seller and now or hereafter located at or used in connection with the Real Property (the "Personal Property"); and PURCHASE AND SALE AGREEMENT page 1 4852-4929-3795v.5 C. any and all intangible property, goodwill, rights and privileges owned by Seller and In any way related to, or used in connection with, the ownership, use or occupancy of the Real Property to the extent that they are assignable, including the Permits, Plans and Records, guaranties and warranties concerning the Real Property, and all rights, claims and recoveries under insurance policies related to the Real Property or Personal Property (collectively, the "Intangible Property"). The term "Permits" means any and all building, zoning and other permits, certificates, licenses and governmental approvals, prepaid impact tees or similar charges which service or pertain in any manner to the Real Property, utility rights and utility capacity rights, development rights and similar rights related to the Real Property, whether granted by governmental authorities or private persons. The term "Plans and Records" means all reports, studies or other records, books or documents relating to the ownership, use, construction or otherwise to the Real Property, including the following: surveys, maps, plats and street improvement specifications of the Real Property; soil, substratus, environmental, engineering, geological studies, reports and assessments; architectural drawings, plans, engineer's drawings and specifications; appraisals; title reports or policies together with any copies of documents referenced therein; and all development -related documents. 3. Property Information. a. Seller Documents. No later than fifteen (15) days after the Effective Date, Seller will deliver to Purchaser those items more particularly described on Schedule 1 attached hereto (the "Seller Documents") which are in Seller's possession or control. Seiler shall cooperate with Purchaser and provide any other information Purchaser might reasonably request that is available at no additional cost to Seller. b. Title Commitment. Within thirty (30) days after the Effective Date, the Title Company shall deliver to Seller and Purchaser the following documents and information regarding the Property: (1) a current commitment for title insurance (the "Title Commitment") for the Property issued by the Title Company in the amount of the fair market value of the Property, as reasonably determined by Purchaser, with Purchaser as the proposed insured; and (2) true, complete and legible copies of all documents referenced in the Title Commitment as exceptions to title to the Property. C. Title Policy. Seller shall cause the Title Company, at Purchaser's sole cost and expense, to issue to Purchaser a Texas Standard Form T-1 Owner's Policy of Title Insurance for the Property (the "Title Policy"), dated as of the Closing Date, in the amount of the fair market value of the Property, as reasonably determined by Purchaser, insuring good and indefeasible title to the Property subject to no Non -Permitted Exceptions (as defined below). Seller is responsible only for payment of the premium for the Title Policy and Purchaser shall pay the premiums charged for and costs associated with obtaining any endorsements or modifications to the Title Policy and for any loan policy or endorsements required by Purchaser's lender, if any. d. Survey. Purchaser, at Purchaser's sole cost and expense, shall obtain and deliver to the Title Company an ALTA/NSPS land Title Survey of the Property signed and sealed by a surveyor licensed in the State of Texas and certified to Seller, PURCHASE AND SALE AGREEMENT Page 2 4852-4829.3795v.5 Purchaser and Title Company (the "Survey"), which Survey shall be consistent with the Replatting described in Section 16, At any time 15 days before the last day of the Inspection Period, Purchaser may request a revision of the Survey to decrease the total amount of acreage included in the Land. Prior to the Closing Date, Purchaser will confirm if the Property will include all or only some portion of the Land and deliver a final legal description of the Land. e. Legal Description of Pronerty. Notwithstanding any potential insufficiency of the legal description set forth in Exhibit A and Purchaser's ability to decrease the total acreage of the Land, Seller and Purchaser desire to proceed to enter into this Agreement and to obtain the legal description of the Property pursuant to the Survey and Replatting (as defined below). Purchaser and Seller will use reasonable efforts to agree upon a final legal description of the Property based upon the Survey and the Replatting. Any potential lack of sufficiency of the legal description attached as Exhibit A will not be a defense to the enforceability of this Agreement. After the Survey is finalized and Replatting has occurred, at the request of either party, Purchaser and Seller will execute an amendment to this Agreement to establish the final legal description of the Property. 4. Purchase Price. a. Purchase Price. The Purchase Price shall be payable to Seller in cash at Closing (as defined below). b. Earnest Money. Within three (3) Business Days after the Effective Date, Purchaser shall deposit the amount of $10.00 (the "Earnest Money") with the Title Company. The Earnest Money shall be applied to the Purchase Price at Closing. Seller and Purchaser stipulate that Purchaser's deposit of the Earnest Money with the Title Company is sufficient consideration to support this Agreement. The Title Company shall hold, refund, disburse, and/or distribute the Earnest Money in accordance with the terms of this Agreement. 5. Inspection Period. During the Inspection Period, Purchaser may: (1) review the Title Commitment and Survey and notify Seller of any objections thereto, (2) physically inspect the Property, (3) review applicable laws, ordinances, and restrictions, and (4) conduct tests and studies of the Property which may be deemed necessary by Purchaser in its sole discretion. Purchaser or its employees or agents may enter upon the Property for purposes of suboaracraohs 5.a.0I through f at anytime from the Effective Date through the Closing Date. If, for any reason, Purchaser determines that it is unsatisfied with the Property during the Inspection Period, Purchaser may terminate this Agreement by notifying Seller in writing before the Inspection Period expires, and the Earnest Money shall be immediately returned to Purchaser. If Purchaser does not so timely terminate this Agreement, it shall have no further right to do so under this Section 5. 6. Title and Survey Review. At any time during the Inspection Period, Purchaser may object in writing to any liens, encumbrances, and other matters reflected by the Title Commitment or Survey. All such matters to which Purchaser so objects shall be "Non -Permitted Exceptions". Seller may, but shall not be obligated to, at its sole cost and expense, cure, remove or insure around all Non -Permitted Exceptions and give Purchaser written notice thereof no later than ten (10) days after Seller receives Purchaser's written objections; provided, however, Seller, at its sole cost and expense, shall be obligated to cure, remove or insure around by Closing all mortgages, deeds of trust, judgment liens, mechanic's and materiaimen's liens, and other liens and encumbrances against the Property (other than liens for taxes and assessments which are PURCHASE AND SALE AGREEMENT Page 3 4852-4929-3795V.5 not delinquent) which either secure indebtedness or can be removed by payment of a sum of money, whether or not Purchaser objects thereto during the Inspection Period, and all such matters shall be deemed Non -Permitted Exceptions. If Seller does not timely cause all of the Non -Permitted Exceptions to be removed, cured or otherwise omitted from Purchaser's Title Commitment and timely deliver written notice thereof to Purchaser, Purchaser may, at any time and at its election, (a) terminate this Agreement and recover the Earnest Money by providing written notice of termination to Seller, and neither Purchaser nor Seller shall have any obligations under this Agreement except those that expressly survive the termination of this Agreement; or (b) purchase the Property subject to any or all Non -Permitted Exceptions (other than liens that Seller is obligated to cure, remove or insure around) which will then be deemed approved by Purchaser. 7. Conditions to Closing. Purchaser's obligation to consummate this Agreement is subject to the following: a. As of the Closing, Seller has timely performed all of the obligations required by the terms of this Agreement to be performed by Seller. b. As of the Closing, all representations and warranties made by Seller to Purchaser in this Agreement shall be true, correct and complete in all respects. C. On the Closing Date, the Title Company shall irrevocably commit to deliver to Purchaser the Title Policy in accordance with Sections 3.c and 6. d. Prior to the Closing Date, the final legal description of the Property will be identified by Purchaser and Seller, at its sole expense, shall have completed all work to be completed under Section 1 f.d. below and filed the plat for the Property as a separate legal parcel. 8. Closing. a. Location; Date. The closing of the sale of the Property (the "Closing") shall occur on the Closing Date in the offices of the Title Company. b. Seller's Deliveries. At the Closing, Seller shall deliver to Purchaser: (1) a special warranty deed executed by Seiler in the form attached hereto as Exhibit B conveying fee title to the Real Property to Purchaser subject only to such exceptions as Purchaser approved or is deemed to have approved during its examination of the Title Commitment and Survey in accordance with Section 6 above, and in any event free of all liens (the "Deed"); (2) a bill of sale and general assignment executed by Seller in the form attached hereto as Exhibit C conveying, transferring, assigning all tangible property and intangible property related to the Property; (3) a certificate in the form of Exhibit D and otherwise complying with the Internal Revenue Code certifying that Seller is not a foreign person; (4) possession of the Property, free of parties in possession, and in the same condition as on the Effective Date; PURCHASE AND SALE AGREEMENT Page 4 48524929-3795v.5 (5) written evidence of Seller's authority to consummate the transaction contemplated by this Agreement and that the person signing on behalf of Seller has the authority to bind Seller; (6) an affidavit as to debts, liens and possession executed by Seller for the benefit of Purchaser and the Title Company, indicating that there are no unpaid debts or liens relating to the Property, or any part thereof, and that there is no possession of the Property, or any part thereof; (7) a certificate of Seller that the representations and warranties of Seller set forth in Section 9 below are true, correct and complete in all material respects as of the Closing Date; (8) a closing statement prepared by the Title Company and approved by Seller and Purchaser, consistent with the terms of this Agreement; (9) written evidence of Seller's financial ability to perform the terms and covenants of this Agreement in particular those covenants set forth in Section 16 of this Agreement; and (10) such other documents as Purchaser and Title Company may reasonably request as necessary to convey, transfer and assign all of the Property to Purchaser. C. Purchaser's Deliveries. At Closing, Purchaser shall deliver to Seller: (1) written evidence of Purchaser's authority to consummate the transaction contemplated by this Agreement and that the person signing on behalf of Purchaser has the authority to bind Purchaser; (2) a certificate of Purchaser that the representations and warranties of Purchaser set forth in Section 9 below are true, correct and complete in all material respects as of the Closing Date; (3) a closing statement prepared by the Title Company and approved by Seller and Purchaser, consistent with the terms of this Agreement; (4) the Purchase Price, adjusted as provided in this Agreement; and (5) such other documents as Seller and Title Company may reasonably request as necessary to comply with the terms and conditions of this Agreement. d. Seller's Closing Costs. Seller shall pay and be responsible for the following Closing costs: (1) the cost of recording the Deed; (2) all fees and premiums for the Title Policy (excluding any endorsements or modifications thereto); (3) the cost of the Replatting; PURCHASE AND SALE AGREEMENT Page 5 4852-4929-3795v.5 (4) the cost of all tax certificates relating to all taxes and other assessments incurred or arising in relation to the Property; (5) one-half (112) of the Title Company's escrow fees; (6) all costs and expenses incurred by or on behalf of Seller including Seller's attorney's fees; and (7) such other incidental costs and fees customarily paid by sellers of property in Lubbock County, Texas in transactions of a similar nature to the transactions provided herein. e. Purchaser's Closing Costs. Purchaser shall pay and be responsible for the following Closing costs: (1) one-half (112) of the Title Company's escrow fees; (2) all fees and premiums for endorsements or modifications to the Title Policy; (3) the cost of the Survey; (4) all costs and expenses incurred by or on behalf of Purchaser including Purchaser's attorney's fees; and (5) such other incidental costs and fees customarily paid by purchasers of property in Lubbock County in transactions of a similar nature to the transactions provided herein. f. Deliveries Outside of Escrow. Seller hereby covenants and agrees to deliver to Purchaser, on or prior to the Closing, the following items: (1) Intangible Property. Seller shall deliver to Purchaser the originals of the Intangible Property to the extent in Seller's Possession or Reasonable Control or, if not, available copies thereof. The term "Seller's Possession or Reasonable Control" means within the possession or reasonable control of Seller or Seller's affiliates, Seller's property manager or its affiliates, or Seller's employees, agents or third party consultants or contractors, including attorneys. g. Prorations and Closing Expenses. (1) Closing Ad'ustments. In addition to other credits or prorations, if any, provided elsewhere in this Agreement, the cash due at Closing shall be adjusted as of the Closing Date in accordance with the provisions set forth in this Section 8& to the extent applicable. Purchaser and Seller shall prepare a proration schedule (the "Proration Schedule") prior to Closing. Such adjustments, if and to the extent known and agreed upon as of the Closing Date, shall be paid by Purchaser to Seller or by Seller to Purchaser at Closing. Any such adjustments not determined or agreed upon as of the Closing Date, shall be paid by Purchaser to Seller, or Seller to Purchaser, as the case maybe, in cash as soon as practicable following the Closing Date. For purposes of calculating prorations and the Proration Schedule, Purchaser shall be deemed to be title holder of the Property, PURCHASE AND SALE AGREEMENT Page 6 4852-4929-3795v.5 and therefore entitled to the revenue and responsible for the expenses, after 12:00 a.m. on the Closing Date. The obligations of Seller and Purchaser set forth in this subsection 8.a shall survive Closing. (2) Taxes. Seller is tax exempt. Seller shall be responsible for any rollback or deferred taxes, which are payable because of change in ownership or land use. (3) Exaenses. No proration shall be made for insurance premiums and insurance policies will not be assigned to Purchaser. (4) Liens. The amount of any monetary lien (including all prepayment penalties) affecting the Property on the Closing Date, other than as a result of the actions by, through or under Purchaser (a "Lien"), shall be paid by Seller at the Closing. (5) Settlement Sheet. At the Closing, Seller and Purchaser shall execute a closing settlement statement to reflect the credits, prorations and adjustments contemplated by or specifically provided for in this Agreement. 9. Representations and Warranties. a. Seller represents and warrants to Purchaser that: (1) Seller is a non-profit corporation, duly organized, validly existing and in good standing in the State of Texas and Seller has all requisite power and authority to execute and deliver this Agreement, and to cant' out its obligations hereunder and perform the transactions contemplated hereby; (2) Seller is the owner of the Property free and clear of all liens, claims, or encumbrances except liens and security interests that will be released at or before Closing and no other person has any right to possession of, interests in or claims against the Property (other than as reflected by the Title Commitment); (3) Seller has no knowledge of any hazardous materials or storage tanks in, on or under the Property or of any on -site environmental contamination resulting from activities or operations on the Property or adjacent tracts; (4) neither the execution and delivery of this Agreement by Seller nor the consummation of the transactions contemplated hereby will result in any breach or violation of or default under any judgment, decree, order, mortgage, lease, agreement, indenture or other instrument to which Seller is a party; (5) there is no litigation, proceeding, claim or investigation, including, without limitation, any condemnation proceeding, tax reduction proceeding, attachments, executions, assignments for the benefit of creditors, receiverships, conservatorships, or other proceedings in bankruptcy, pending or, to Seller's knowledge, threatened, against the Property, or against Seller; (6) there are no tenants or other parties in possession with a right to use or occupy the Property; (7) the Property is in full compliance with all Legal Requirements; (8) the Property is zoned to permit Purchaser to develop a tilt -wall warehouse building thereon and there are no petitions, actions, hearings, planned or contemplated, relating to or affecting the zoning or use of the Property or any contiguous property; (9) there are no contracts or agreements affecting the Property other than this Agreement; (10) no person has any right, option, interest, or claim to all or any part of the Property, whether subject to earnest money contract, option agreement, right of first refusal, reversionary or future interests, or right of reverter; (11) all documents delivered by Seller to Purchaser pursuant to this Agreement are and shall be true, correct and complete in all material respects and, to the best of Seller's knowledge, the information contained therein is and shall be true, correct and complete in all material respects; (12) PURCHASE AND SALE AGREEMENT Page 7 4852-4925-3795v.5 Seller is not a "foreign person," "foreign partnership," "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code; (13) Seller has the ability and means to perform the terms and covenants of this Agreement; (14) as of the Effective Date, no unpaid Special Amounts have accrued against or are allocable to the Property, and no portion of the Property is currently appraised or assessed at a discount pursuant to a so-called agricultural exemption or similar provision under applicable law; (15) Seller is tax exempt accordingly Seller has no obligation to pay real and personal property taxes, assessments and any other governmental or quasi - governmental impositions of any kind on or relating to the Property; and (16) neither Seller nor any of its "control affiliates" is a person or entity with whom U.S. persons or entities are restricted or prohibited from doing business under any laws, orders, statutes, regulations or other governmental action relating to terrorism or money laundering (including Executive Order No. 13224 effective September 24, 2001, and regulations of the Office of Foreign Asset Control of the Department of the Treasury). All of Seller's representations and warranties hereunder shall survive the Closing. b. Purchaser represents and warrants to Seller that: (1) Purchaser is a limited partnership, duly organized, validly existing and in good standing in the State of Texas and Purchaser has all requisite power and authority to execute and deliver this Agreement, and to carry out its obligations hereunder and perform the transactions contemplated hereby; (2) neither the execution and delivery of this Agreement by Purchaser nor the consummation of the transactions contemplated hereby will result in any breach or violation of or default under any judgment, decree, order, mortgage, lease, agreement, indenture or other instrument to which Purchaser is a party; (3) all documents delivered by Purchaser to Seller pursuant to this Agreement are and shall be true, correct and complete in all material respects and, to the best of Purchaser's knowledge, the information contained therein is and shall be true, correct and complete in all material respects; (4) Purchaser has the ability and means to perform the terms and covenants of this Agreement; and (5) neither Purchaser nor any of its "control affiliates" is a person or entity with whom U.S. persons or entities are restricted or prohibited from doing business under any laws, orders, statutes, regulations or other governmental action relating to terrorism or money laundering (including Executive Order No. 13224 effective September 24, 2001, and regulations of the Office of Foreign Asset Control of the Department of the Treasury). All of Purchaser's representations and warranties hereunder shall survive the Closing. As used in this Section 9, the term "control affiliates" of either Party shall mean (i) any natural person, partnership, corporation, association, or other legal entity directly or indirectly owning, controlling, or holding with power to vote 50% or more of the outstanding voting securities of such Party; (ii) any partnership, corporation, association, or other legal entity 50% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by such Party; (III) any natural person, partnership, corporation, association, or other legal entity directly or indirectly controlling, or controlled by such Party; or (iv) any officer or director of such Party. Notwithstanding the foregoing, "control affiliates" for purposes of this Section shall include only those persons acting on behalf of such Party and performing services within the scope of the authority of such Party under this Agreement. The term "Legal Requirements" means any applicable zoning, building, health, environmental, traffic, flood control, fire safety, handicap or other law, code, ordinance, rule or regulation. 10. Covenants and Agreements. Seller and Purchaser covenant and agree as follows: PURCHASE AND SALE AGREEMENT page g 4852-492"785V.5 a. After the Effective Date, without Purchaser's prior written consent, Seller shall not (i) perform any grading or excavation, construction or removal of any improvement or make any other change or improvement upon or about the Property, except as expressly permitted in Section 16 of this Agreement; (ii) create or incur, or suffer to exist, any mortgage, lien, pledge or other encumbrance in any way affecting the Property, other than liens and security interests that will be released at or before Closing; (iii) commit any waste or nuisance upon the Property; or (iv) impose any easements, covenants, conditions or restrictions on the Property or institute or participate in any annexation, zoning, dedication or other governmental action regarding the Property, except as expressly permitted in Section 16 of this Agreement. b. Seller shall not, without the prior written consent of Purchaser, enter into, transfer, encumber, amend, extend, modify or in any way alter any lease, contract or agreement which affects the Property, except as expressly permitted in Section 16 of this Agreement. C. Seller shall promptly furnish Purchaser with any and all notices concerning the Property that Seller receives from any and all appraisal districts, taxing authorities or any other governmental entities, or of any litigation, arbitration or administrative hearing concerning the Property, and any other material changes in any of the facts reflected in any statements, certificates, schedules, or other documents or any representation or warranties made or furnished by Seller in connection with this transaction. This covenant shall survive Closing. d. Seller shall promptly cooperate with Purchaser to carry out the intent of this Agreement. e. Seller shall pay all costs and expenses and taxes, if any, concerning the Property that are payable during the period from the Effective Date until the Closing Date. Seller shall pay such expenses before they become delinquent. f. Seller shall not cause any action to be taken which would cause any of the representations or warranties made by Seller in this Agreement to be false on or as of the Closing Date. g. Seller shall, at its sole cost and expense, keep and maintain in full force and effect through the Closing, Seller's existing insurance coverage with respect to the Property. Any proceeds from such coverage shall be held in a segregated account and used in a manner approved by Purchaser, and any funds not so expended shall be delivered to Purchaser at Closing, 11. Risk of Loss; Condemnation. a. Casua . Seller bears the risk of loss or damage to the Property prior to Closing, unless the damage is caused solely by the acts of Purchaser, its agents, contractors, or employees. If, prior to Closing any portion of the Property is damaged due to causes other than the sole acts of Purchaser, its agents, contractors, or employees, then Purchaser may, at its sole option, terminate this Agreement by giving written notice of termination to Seller no later than ten (10) days after Purchaser receives notice of the damage, in which event the Earnest Money shall be promptly refunded by the Title Company to Purchaser, and neither Purchaser nor Seller shall have any further rights or PURCHASE AND SALE AGREEMENT Page 9 4852-4929-3795v.5 obligations hereunder, except those that expressly survive the termination of this Agreement. b. Condemnation. In the event of a taking by condemnation or similar proceedings or actions of all, or any portion of the Property, Purchaser shall have the option to terminate this Agreement upon written notice to Seller %within ten (10) days of Purchaser's notice of such condemnation, in which event the Earnest Money shall be promptly refunded by the Title Company to Purchaser, and neither Purchaser nor Seller shall have any further rights or obligations hereunder, except those that expressly survive the termination of this Agreement. C. If Purchaser is entitled to terminate this Agreement under this Section 11 and elects not to do so, then at Closing: (1) Seller shall deliver to Purchaser an amount equal to all of the insurance proceeds (if any) or condemnation proceeds received by Seller, if any, relating to the damage or condemnation at issue; (2) Seller shall assign to Purchaser all of Seller's interests in any further insurance proceeds or condemnation proceeds relating to the damage or condemnation at issue and not yet received by Seller; and (3) in the event of Property damage, Purchaser shall receive a credit in the amount of the applicable deductible under the insurance policy covering the damage at issue. Seiler shall promptly notify Purchaser of any damage or condemnation affecting the Property. 12. Remedies. If Purchaser falls to perform its obligations pursuant to this Agreement at or prior to Closing for any reason except failure by Seller to perform hereunder or termination of this Agreement as provided herein, or if prior to Closing any one or more of Purchaser's representations or warranties are breached or untrue in any material respect, Seller's sole and exclusive remedy will be to terminate this Agreement and receive the Earnest Money as liquidated damages and not as penalty, in full satisfaction of claims against Purchaser hereunder, in which case neither Purchaser nor Seller shall have any further rights or obligations hereunder, except those that expressly survive the termination of this Agreement. If Seller fails to perform its obligations pursuant to this Agreement for any reason except failure by Purchaser to perform hereunder or termination of this Agreement as provided herein, or if prior to Closing any one or more of Seller's representations or warranties are breached or untrue in any material respect, Purchaser may elect to exercise any one or more of the following: (a) terminate this Agreement and Title Company shall immediately return the Earnest Money to Purchaser; (b) Purchaser may enforce specific performance; or (c) Purchaser may pursue any other remedy available at law or equity. If either party retains an attorney to enforce this Agreement, the party prevailing in litigation is entitled to recover reasonable attorney and paraprofessional fees and court and other legal costs. 13. Notices. All notices, requests, approvals, consents, and other communications required or permitted under this Agreement must be given in writing, only by one of the following methods, and are effective: (a) on the Business Day sent if (1) sent by e-mail prior to 5:00 p.m., Dallas, Texas time, and (2) a confirming copy is sent on the same Business Day by one of the other means specked below; (b) the next Business Day after delivery on a Business Day during business hours to a nationally -recognized overnight -courier service, for prepaid delivery on the next Business Day; (c) if orderly delivery of the mail is not then disrupted or threatened, in which event some method of delivery other than the mail must be used, three (3) days after being deposited in the United States mail, certified, return receipt requested, postage prepaid, on a Business Day during business hours; or (d) upon receipt if delivered personally; in each instance addressed to Seller or Purchaser, as the case may be, at the address specified on the PURCHASE AND SALE AGREEMENT Page jp 4852-4929.3795v.5 signature page(s), or to any other address either party may designate by ten (10) days' prior notice to the other party. 14. Brokers. Purchaser and Seller each represent and warrant to the other that they have dealt with no teal estate broker or agent in connection with the negotiation of this Agreement. Seller and Purchaser each agree to indemnify and hold harmless the other from and against any claims or demands with respect to any brokerage fees or agents' commissions or other compensation asserted by any person, firm, or corporation in connection with this Agreement or the transactions contemplated hereby insofar as any such claim or demand is based upon a contract or commitment of the indemnifying party. The indemnities in this Section will survive Closing. 15, Waiver of Jury Trial. The parties hereby Irrevocably waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement. This waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement. In the event of litigation, this Agreement may be flied as a written consent to a trial by the court. 16. Development of Land. Seller and Purchaser acknowledge and agree that Purchaser intends to develop the Property with an approximately 200,000 to 350,000 rentable square foot, tilt -wall warehouse building (such building or any other building that Purchaser elects to develop on the Property, the "Building") pursuant to the terms and conditions set forth in this Section 16. a. Site Plan. On or before 60 days before the end of the Inspection Period, Purchaser, at Purchaser's expense, shall deliver to Seller a site plan for the Property for Seller's review. Within fourteen (14) days thereafter, Seller shall notify Purchaser in writing of Seller's approval of said site plan or specify any comments to the site plan in reasonable detail. In the event Seller provides any comments, Purchaser shall collaborate with Seller in good faith to alter the site plan to reach a mutually acceptable site plan as soon as commercially reasonably possible. b. Development Approvals. Prior to Closing, Seller, at Seller's sole cost and expense, shall obtain all governmental approvals and such other third party assurances necessary for Purchaser to develop the Property with the Building, including, without limitation, governmental and quasi -governmental permits and licenses, utility will -serve letters, zoning approvals or variances, written agreements with third parties concerning any covenants, conditions and restrictions affecting the Property, and any other approvals or entitlements processes reasonably requested by Purchaser in order to place the Property into the condition in which Purchaser may commence development of the Property for the Building (collectively, the "Development Approvals"). Seller shall use commercially reasonable efforts to obtain the Development Approvals. Purchaser, at no cost to Purchaser, will reasonably cooperate with Seller in all applications, submittals and requests to governmental entities, utility service providers and any other third parties with respect to Purchaser's proposed development of the Property, provided that no such applications, submittals or requests shall be binding on Purchaser should the Closing not occur. All Development Approvals shall be in form and content reasonably acceptable Purchaser. C. Subdivision. During the Inspection Period, Seller, at Seller's sole cost and expense, shall undertake the platting, replatting, subdivision or similar procedure PURCHASE AND SALE AGREEMENT page 19 4852-4929-3796v.6 necessary to legally separate the Land from Seller's other real property, creating a separate tax parcel (the "Replatting"), subject to Purchaser's right of final review and approval prior to submission of any information or documentation to the applicable governmental authorities. Upon written approval of the Survey by Purchaser, Seller shall promptly and diligently pursue the Replatting, which shall be completed by Seller as soon as reasonably possible prior to Closing or the Closing shall be extended until three (3) days following such Replatting provided that Seller is diligently pursue the Replatting. Purchaser, at no cost to Purchaser, will reasonably cooperate with Seiler in the Replatting. Purchaser agrees to execute any document(s) or other submittal(s) required for such Replatting, provided that no such documents or submittals shall be binding on Purchaser should the Closing not occur. Upon completion of the Replatting, Seller shall cause the plat for the Property to be recorded in the real property records for the County of Lubbock, State of Texas, at or prior to Closing. d. Road and Utilities. Seller, at Seller's sole cost and expense, shall complete the construction of the extension of Nutmeg Ave. and E. Hunter Street as part of the "North Phase" as shown on Exhibit A and installed all utilities reasonably required by Purchaser for the proposed project to the boundary of the Property. Such work will be completed by Seller on or before July 31, 2021. e. Buildinq Design. Seller and Purchaser agree to collaborate in good faith on the design and size of the Building. Prior to Closing, Purchaser agrees to deliver to Seller preliminary design plans for the Building for Seller's review and comment. Within fourteen (14) days thereafter, Seller agrees to notify Purchaser in writing of Seller's approval of said design plans or specify any comments to the design plans in reasonable detail. In the event Seller provides any comments, Purchaser agrees to collaborate with Seller in good faith to alter the design plans to reach mutually acceptable design plans (the "Final Building Design Plans"). Purchaser agrees to construct the Building substantially in accordance with the Final Building Design Plans subject to Section Mg. below after the Closing Date. f. Development Costs. Prior to commencing construction of the Building, Purchaser agrees to deliver to Seller a budget of the total anticipated costs for Purchaser to develop the Property (the "Budget"). g. Construction. Subject to any delays caused by Seller or any force majeure event, Purchaser agrees to (1) commence development activities on the Property within 180 days after the Closing Date (the "Development Period"), and (ii) substantially complete the Building within twenty-four (24) months after the expiration of the Development Period, as may be extended due to force majeure events (the "Building Period"). The Development Period and the Building Period will be automatically extended one (1) day for each day the Seller is delayed in performing its obligations under this Section 16 after the applicable due date. If Purchaser fails to timely commence development activities within the Development Period, then Seller shall have the right to enter and take back possession of the Property, which must occur within ninety (90) days after the expiration of the Development Period. Furthermore, Purchaser agrees to pursue the construction of the Building in a commercially reasonable manner to substantial completion, subject to any delays caused by Seller or any force majeure event but, if Purchaser fails to complete the Building by the expiration of the Building Period, Seller shall have the right to enter and take back possession of the Property, which must occur within ninety (90) days after the expiration of the Building Period. Upon PURCHASE AND SALE AGREEMENT Page 12 48524929-3785v.5 Purchaser's commencement of development activities on the Land and completion of the construction of the Building, Seller, at Purchaser's request, will execute and file a termination of this repurchase right, which will be filed in the Real Property Records of Lubbock County, Texas. In the event Seller exercises its right to take back possession of the Property after Purchaser has commenced development activities on the Property, then at the closing of transfer of the Property to Seller by Purchaser, Seller shall reimburse Purchaser for all Purchaser's Costs (as defined below) incurred by Purchaser. h. Defined terms. (1) The terms "substantially complete" or "substantial completion" means that the first Building shall have been completed in a reasonably commercial manner (excluding any tenant specific improvements) and received a certificate of occupancy (or other applicable permit) from the City of Lubbock, Texas. (2) The term "force majeure event" means any event that causes delay due to strikes, riots, acts of God, shortages of labor or materials, war, pandemic, epidemic, terrorist acts or activities, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the reasonable control of Purchaser. (3) The term "Purchaser's Costs" means the sum of: (A) the actual costs incurred by Purchaser to acquire the Property; (B) the actual costs incurred by Purchaser in connection with the design of the Property; and (C) all costs incurred by Purchaser to finance the purchase and development of the Property including Purchaser's equity contribution and an amount sufficient to pay off the loan (Seller may assume the loan provided Purchaser and any guarantor are fully released from any completion guaranty and all other obligations and liabilities under the loan documents after the sale of the Property). Notwithstanding the foregoing to the contrary, Purchaser's Costs shall exclude marketing costs and the salaries and benefits of the partners and employees of Purchaser including Tom Leiser, Pryor Blackwell and Mark Hayes. Survival. The covenants set forth in this Section 16 shall survive Closing. 17. Lease, Sale and Management of Property. Purchaser, in its sole discretion, will engage and be responsible for leasing and managing the Property, which may involve engaging a brokerage and management company and receive market commissions and management fees. The covenants set forth in this Section 17 shall survive Closing. 18. Miscellaneous. a. Entireties. This Agreement contains the entire agreement of the parties pertaining to the Property. b. Modifications. This Agreement may only be modified by a written document signed by both parties. Title Company is not a necessary party to an amendment to this Agreement. C. Assigns; Beneficiaries. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, legal representatives, PURCHASE AND SALE AGREEMENT Page 13 4852-4929-3795v.5 successors, and assigns. Purchaser may assign its rights under this Agreement to any affiliate of Purchaser without Seller's consent. Except as set forth in the preceding sentence, this Agreement is for the sole benefit of Seller and Purchaser, and no third party is intended to be a beneficiary of this Agreement. d. Governing Law. This Agreement shall, in all respects, be governed, construed, applied, and enforced in accordance with the law of the state in which the Property is located without giving effect to its choice of law provisions. e. Non -Business Day; Time. if the final date of any period provided herein for the performance of an obligation or for the taking of any action falls on a Saturday, Sunday, or legal holiday for national banks in the location where the Property is located, then the end of such period shall be extended to the next Business Day. The term "Business Day" means any day of the week that is not a Saturday, Sunday, or legal holiday for national banks in the location where the Property. Time is of the essence in the performance of this Agreement. f. No Assumption of Liabilities. Notwithstanding any provision contained in this Agreement to the contrary, this Agreement is intended as and shall be deemed to be an agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any party to any person or entity that is not a party to this Agreement, whether under a third -party beneficiary theory, laws relating to transferee liabilities or otherwise. g. No Marketing. Seller agrees not to market any portion of the Property for sale from the Effective Date until the earlier of the Closing or a termination of this Agreement. h. Independent Consideration. Contemporaneously with the execution of this Agreement, Purchaser shall be unconditionally obligated to pay to Seller the amount of TEN DOLLARS ($10.00) (the "Independent Consideration"), which amount the parties bargain for and agree to as consideration for Seller's execution and delivery of this Agreement. This Independent Consideration is in addition to and independent of any other consideration or payment provided for In this Agreement and is non-refundable in all events. I. Counterparts. This Agreement and any amendment thereto may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute one document. Signatures delivered by DocuSign, facsimile transmission or email transmission in portable document format or other electronic imaging is binding. [Signature pages follow) PURCHASE AND SALE AGREEMENT Page 14 4852-4929-3795v.5 Purchaser's Signature Page to Purchase and Sale Agreement between Lubbock Economic Development Alliance and Bandera Ventures, LP PURCHASER: BANDERA VENTURES, LP, a Texas limited partnership By: Bandera Ventures, LLC, a Texas limited liability company its general partner By: *AI�A* - Name Title: Date Executed: `t' 20 2021 Address: Bandera Ventures, LP 5820 W. Northwest Highway, Suite 200 Dallas, Texas 75225 Attn: Pryor Blackwell Phone: 214.378.8200 Email- pblackwell@banderaventures.com With copy to: Munsch Hardt Kopf & Harr. P C 500 N Akard, Suite 3800 Dallas, Texas 75201 Attn: David Coligado Phone- 214.855.7583 Email: dcoligado(cbmunsch.corn PURCHASE AND SALE AGREEMENT 48524929 3795v 5 Seller's Signature Page to Purchase and Sale Agreement between Lubbock Economic Development Alliance and Bandera Ventures, LP SELLER: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation By: N Aj Ti e: 4a Date Executed , 2021 Address: Lubbock Economic Development Alliance 1500 Broadway, Sixth Floor Lubbock, TX 79401 Attn: John Osborne, President and CEO Phone: I bC(a - 74 ci - 4 600 1 Email: John@marketlubbock.org PURCHASE= AND SALE AGREEMENT 4852-4929-3795v 5 Title Company Joinder Title Company joins herein in order to evidence its agreement to perform the duties and obligations of Title Company set forth in this Agreement. COMMONWEALTH LAND TITLE INSURANCE COMPANY By: Name: Title: Dated Executed : , 2021 Address: Commonwealth Land Title Insurance Company 2390 E. Camelback Rd., Suite 230 Phoenix, AZ 85016 Attn.: Michael Zotika Phone: (602) 287-3563 Email: mzotika@cltic.c-... PURCHASE AND SALE AGREEMENT 4852.4929-3795v 5 EXHIBIT A PROPERTY DEPICTION The Property consists of Lots 32, 33, 37, 45 and 46, located in the northeast corner of the Proposed Site Plan as shown below. LL— Y ik Y Sf y Y Y Y N ;- — .�.. tarn ,m-t■,K •R+JOq• IIII ,y-,70.S +C torn W7 �Md+L11C .. AdtL7lC e4.LJt1AiII J Elr. `°r; , X LEGEND = n +tu ass r4 La K - LN C S � S tl tOlO6 I� }1 '� ID7II Y 11n$ /JC 00 u 4�.J - - I JrnII L ■Ed - ■v Jr rv� . u■ Jit s 9171CL�IFWJ tars �AW-4 C .�-?J >rK AMG4}. '+; >aC 4W -2re ICI ralx r ti r�`i�r ' _ �PIMY Wu- .K ;II i; SOIKPKZ }c wr TO PE *VAWD • .an ".0 N 'NA. . J' K �R4-�'¢'.� IC . �'r -C i ter. UABOCJ< FK OEPi�R➢O1t ` r �J V K +4 -i� =� K wen " I /■A . 17Jt C No - %! C ■P - +L7L ecNo � AC a"� torn - f s • r 3,_ NOTES T _ . ?Moe � J_ I Km Wm N ROR1R ADAI D MO TO PWU JO K C PEASW PROCESS SMO k. Lotlalf7 ma �WLW 11 oft LLIa .J' may` +� I�}i{! ; mWm 90W N THS PL M PER LMA Ir . ' -71 - _ PURCHASE AND SALE AGREEMENT 4852-4929-3795V 5 ■Jl■■vly mm i' f 09Rwr 7. Np■OLEp wi! NY e 3 EXHIBIT B SPECIAL WARRANTY DEED (Purchaser may require vendor lien language.] STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LUBBOCK § LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation ("Grantor"), for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY unto [Purchaser] ("Grantee"), the real property in Lubbock County, Texas, fully described in Exhibit A, together with all right, title and interest of the Grantor in and to (1) those certain improvements and fixtures presently situated on such real property; (ii) all streets, roads, alleys, easements, rights of way, licenses, rights of ingress and egress existing or proposed, abutting, adjacent, used in connection with or pertaining to the real property and improvements; (iii) any strips or gores of real property between such real property and abutting or adjacent properties; and (iv) all appurtenances and all reversions and remainders in or to such real property (except those created hereunder) (collectively, the "Property"). This Special Warranty Deed and the conveyance set forth herein is executed by Grantor and accepted by Grantee subject to the matters described in Exhibit B, to the extent the same are validly existing and applicable to the Property (collectively, the "Permitted Encumbrances"}. This Special Warranty Deed and the conveyance set forth herein is subject to the following right of reversion: subject to any delays caused by Grantor or any force majeure event, it is expressly agreed that if Grantee fails to commence development activities on the Property within 180 days after the Effective Date of this Special Warranty Deed (the "Development Period"), and thereafter fails to pursue construction of a building (the "Building") in a commercially reasonable manner to substantial completion within twenty-four (24) months after the expiration of the Development Period, subject to extension due to force majeure event (the "Building Period"), then Grantor shall have the right to enter and take back possession of the Property in accordance with the terms and conditions set forth in that certain Purchase and Sale Agreement dated .2a, 2021, between Grantor and Grantee's predecessor (the "PSA"). The Develo ment Period and/or Building Period, as applicable, will be automatically extended one (1) day for each day the Grantor is delayed in performing its obligations under the PSA after the applicable due date. The term "substantial completion" shall mean that the Building shall have been completed in a reasonably commercial manner (excluding any tenant specific improvements) and received a Certificate of Occupancy from the City of Lubbock, Texas. In the event Grantor timely exercises its right to enter and take back possession of the Property then Grantee agrees to execute and deliver to Grantor a Special Warranty Deed subject to the Permitted Encumbrances and any such other matters as Grantor accepts. Upon Grantee's commencement of development activities on the Property and substantial completion of the Building, Grantor's rights under this paragraph shall automatically become null and void and Grantor, at Grantee's request, will execute and file a termination of this repurchase right, which will be filed in the Real Property Records of Lubbock County, Texas. PURCHASE AND SALE AGREEMENT 4852-4929-3795v.5 TO HAVE AND TO HOED the Property unto Grantee, its successors and assigns forever, and Grantor does hereby bind itself and its successors to WARRANT AND FOREVER DEFEND the Property unto Grantee, its successors and assigns, against any person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, and subject to the exceptions to title set forth in this Special Warranty Deed. Grantee's address is: [Purchaser] 5820 W. Northwest Highway, Suite 200 Dallas, Texas 75225 All ad valorem taxes and assessment for the Property for the year 20_ _ have been prorated and Grantee hereby expressly assumes liability for the payment thereof and for subsequent years. [Signature page follows.] PURCHASE AND SALE AGREEMENT 4852-4929-3795v.5 EXECUTED as of M , 29aAthe "Effective Date'). LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, jexas n-profit car tion mee: x THE STATE OF IOXAS COUNTY OF Z u Es instrurnent4as acknowle ged before me on 2(( by Zad S60pA47 as " e 4 E of Lubbock Econom4,bevel6pment Alliance, a Texas non-profit corporation, on behalf of such non-pr corporation. , LINDA M. DAVIS Pubt. 8f1 d Top Of 49810M �rc«�Iw��rao�i4a1 PURCHASE AND SALE AGREEMENT 4852-4929-3795v 5 Notary Public, State of Exhibit A to Special Warranty Deed Legal Description PURCHASE AND SALE AGREEMENT 4952-4929-3795v.5 Exhibit B to Special Warranty Deed Permitted Encumbrances PURCHASE AND SALE AGREEMENT 4852-4925.3795v.5 EXHIBIT C BILL OF SALE AND GENERAL ASSIGNMENT This Bill of Sale and General Assignment (this "Assignment"), is made as of r Q, 20Z, from Lubbock Economic Development Alliance, a Texas non-profit corpo ation ("Assignor"), for the benefit of [Purchaser] ("Assignee"). BACKGROUND: Pursuant to the terms of that certain Purchase and Sale Agreement (the "Agreement"), stated as of JUS1 2 2094, between Assignor, as seller, and Assignee, as purchaser, Assigndr agreed to sell to Assignee, interalia, the Real Property. All capitalized terms not otherwise defined in this Assignment are given the meaning set forth in the Agreement. AGREEMENT: NOW THEREFORE, in consideration of the premises and the agreements and covenants herein set forth, together with the sum of Ten Dollars ($10.00) and other good and valuable consideration this day paid and delivered by Assignee to Assignor, the receipt and sufficiency of all of which are hereby acknowledged by Assignor, Assignor does hereby ASSIGN, TRANSFER, CONVEY, SET OVER and DELIVER unto Assignee, to the extent assignable, all of Assignors right, title and interest in and to the following (collectively, the "Assigned Properties"): a. the Personal Property; and b. the Intangible Property. [Signature page follows.] PURCHASE ANb SALE AGREEMENT 48524929-3795v.5 IN WITNESS WHEREOF, the undersigned has executed this Assignment to be effective as of the date first set forth hereinabove. ASSIGNOR: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation By le: THE STATE OF IeX / 5 § COUNTY OF 4" § Thisinstrumen as acknowled ed before me on 20W. by Q/iru e as &r.� v t j bf Lubbock Eelopmentcon is Q Alliance, a Texas non-profit corporation, on behalf of such n n- rofity corporation. r Notary ublic, State of t,INDA M. DAVIS Notary Public. we of Texas No" IDA 498103-2 WCaern Won Fxphes02025 PURCHASE AND SALE AGREEMENT 4852-4929-3795v.5 EXHIBIT A TO SILL OF SALE AND GENERAL ASSIGNMENT Personal Property PURCHASE AND SALE AGREEMENT 4852-4929.3795v.5 EXHIBIT B TO BILL OF SALE AND GENERAL ASSIGNMENT Intangible Property PURCHASE AND SALE AGREEMENT 4852-4929-3795v.5 EXHIBIT D FIRPTA CERTIFICATE Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform (Purchaser) ("Transferee"), that withholding of tax is not required upon the disposition of a U.S. real property interest by Lubbock Economic Development Alliance, a Texas non-profit corporation ("Transferor"), the Transferor hereby certifies to Transferee the following on behalf of Transferor: 1. Transferor is not a foreign person (as such term is defined in the Internal Revenue Code and Income Tax Regulations); 2. Transferor's U.S. tax identification number is 90-0163669; 3. Transferor is not a disregarded entity as defined in Income Tax Regulations Section 1.1445-2(b)(2)(iii); and 4. Transferor's address is 1500 Broadway, 61i Floor, Lubbock, Texas 79401. Transferor understands that this certification may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Transferor. PURCHASE AND SALE AGREEMENT 4852-4929-3795v.5 IN WITNESS WHEREOF, the undersigned has executed this Certificate to be effective as of JW 14 , 202J TRANSFEROR: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas non-profit corporation C�sfr1 rffl (i��' THE STATE OFg�, § COUNTY OF IJ&t § This instrurnen s cknowled ed before me o �g 2&V, by as��w� �f Lubbock Eco lc evelopment Alliance, a Texas non-profit corporation on behalf of such non-profit corporation. . " UNDA M. DAVIS Notary Pu ic, 9tate of ;c Notary Public. Sate of Texas Notary ID# 498103.2 MyCorr Wm E* s 044W2M6 PURCHASE AND SALE AGREEMENT 4852-4929-3795v.5 SCHEDULE1 Schedule of Seller's Deliverables A copy of Seller's title policy covering the Property. 2. Copies of any and all surveys, plats, plans, site plans, geotechnical reports, topographical maps, engineering studies and reports and other information pertinent to the history of the Property. 3. A copy of environmental surveys and reports concerning the Property. 4. A copy of insurance certificates showing the property and liability insurance covering the Property. 5. A copy of all Permits. 6. A copy of any and all correspondence or notices related to litigation, condemnation or assertion of rights related to the Property. 7. Any and all existing appraisals concerning the Property. 8. All other non -privileged documentation related to the Property in Seller's possession. PURCHASE AND SALE AGREEMENT 4852-4929.3795v.5