PURCHASE AND SALE AGREEMENT

For good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell, assign, transfer and convey the Premises to Buyer, and Buyer agrees to acquire the Premises from Seller, on the terms and conditions set forth herein.  The terms and conditions under which the Premises shall be conveyed are as follows:

(b) Seller’s obligation to assign, transfer and convey the Premises is conditioned on all of the following, any or all of which may be expressly waived by Seller, in writing, at its sole option:  (i) all representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of such date, except to the extent that they expressly relate to an earlier date, (ii) Buyer shall have delivered all of the documents and other items required pursuant to Section 4(b) and shall have performed all other covenants, undertakings and obligations to be performed by Buyer at or prior to the Closing, and (iii) the Title Company shall have received the Purchase Price in immediately available funds.

(c) Buyer, as tenant and Seller, as landlord, are parties to the Lease, pursuant to which Seller has leased the Premises to Tenant.  The parties acknowledge and agree that the Lease shall be terminated at Closing.  Buyer hereby acknowledges and agrees that (i) effective as of the Closing Date, Seller shall be released and discharged from any and all claims, liabilities, obligations and causes of action under or related to the Lease or the Premises, whether now or hereafter existing, known or unknown, and (ii) all indemnities in favor of Seller, as landlord under the Lease, and the other Indemnitees (as defined in the Lease), and all other provisions of the Lease that expressly survive the termination thereof, shall survive and shall be retained by Seller and such Indemnitees.  In particular, Buyer, as tenant, acknowledges that (i) it has received from Seller a copy of that certain letter of representation from Morgan & Morgan P.A. dated February 3, 2023 (the “Claim for Alleged Incident”) and hereby agrees that Buyer’s obligation to defend, or cause its insurance carrier to defend, Seller against any actions related to the Claim for Alleged Incident and to indemnify Seller for any and all Claims (as defined in the Lease) related thereto, in each case pursuant to the terms of the Lease, shall remain in full force and effect notwithstanding the termination of the Lease as of the Closing Date and (ii) it is responsible for all sales and rent tax that was payable on the Basic Rent (as defined in the Lease) paid, and to be paid up to, and including, the Closing Date (including all penalties, interest and other amounts payable in connection therewith) (the “Tax Payment”), which Tax Payment is an obligation of tenant under the Lease that shall survive the termination of the Lease and shall survive the Closing Date hereunder.  Buyer hereby agrees that it shall pay such Tax Payment in full on or before December 31, 2023 and shall provide Seller with evidence of such payment reasonably satisfactory to Seller promptly after such payment.  Notwithstanding the foregoing, in the event that either the Title Company requires a holdback from the disbursement of the full Purchase Price to Seller, or the applicable Florida taxing authority makes a direct claim, or files a lien, against Seller or any of its affiliates or any or of their respective assets as a result of the Tax Payment, then Buyer shall pay such Tax Payment (or provide funds to the Title Company in the amount of any required holdback) on or before the Closing Date, in the case of a required holdback, or shall pay such Tax Payment to the applicable taxing authority (or post such bond or other indemnity as shall stay the collection action against Seller) within five (5) Business Days of demand from Seller in the case of a claim by a taxing authority.

If Seller obtains any actual knowledge of any matter prior to the Closing Date that would make any representation or warranty of Seller untrue or misleading in any material respect, Seller shall notify Buyer of such matter in writing and Buyer may, at its option, as its exclusive remedy, exercise the remedies available to it under Section 6 or 7, as applicable.

If Buyer obtains knowledge of any matters after the date of this Agreement and prior to the Closing Date, which would make any representation and warranty of Seller untrue or misleading in any material respect, Buyer shall notify Seller thereof, and if Seller does not cure such circumstance within five (5) Business Days of such notice, Buyer may, at its option, as its exclusive remedy, exercise the remedies available to it under Section 6 or 7, as applicable.

As used in this Agreement, or in any other agreement, document, certificate or instrument delivered by Seller to Buyer, the phrase “to Seller’s actual knowledge”, “to the best of Seller’s knowledge” or any similar phrase shall mean the actual, not constructive or imputed, knowledge of Brion Haist or Patrick Zepeda, each of whom is an officer or employee of the member or manager of Seller and is the primary officer and employee of such member or manager of Seller with responsibility for the transactions contemplated by the Lease and this Agreement.

The representations and warranties of Seller set forth in this Agreement shall survive the Closing for a period of one hundred twenty (120) days from the Closing Date (the “Survival Period”).  Seller shall have no liability to Buyer for a breach of any representation or warranty unless written notice containing a description of the specific nature of such breach shall have been delivered to Seller by Buyer prior to the expiration of the Survival Period and an action shall have been commenced by Buyer against Seller within ninety (90) days after expiration of the Survival Period.  No claim for a breach of any representation or warranty of Seller shall be actionable or payable if the breach in question results from or is based on a condition, fact or other matter which was actually known to Buyer (without imputation and with no duty of inquiry) prior to Closing.

The representations and warranties of Buyer set forth in this Agreement shall survive the Closing for the Survival Period.  Buyer shall have no liability to Seller for a breach of any such representation or warranty unless written notice containing a description of the specific nature of such breach shall have been given by Seller to Buyer prior to the expiration of the Survival Period and an action shall have been commenced by Seller against Buyer within sixty (60) days after the expiration of the Survival Period.

The provisions of this Section 13(a) shall survive the termination of this Agreement.

If Buyer objects to any Exceptions within the five (5) Business Day period, Seller shall advise Buyer in writing within five (5) Business Days after receipt of Buyer’s written objections: (a) which of such Exceptions Seller will remove at or prior to Closing, (b) which of such Exceptions the Title Company has agreed to insure over in the title policy to be issued at Closing (together with the proposed form of endorsement), and (c) which of such Exceptions will not be removed or insured over by Seller.  The failure of Seller to respond within such time period shall be deemed to be Seller’s election not to remove or insure over any Exceptions, provided that Seller shall be obligated to remove, on or prior to the Closing Date, any mortgage, deed of trust or other instrument securing obligations for borrowed money executed by Seller that encumbers the Premises.

Within five (5) days after receipt of Seller’s response to Buyer’s written objections, and if Seller has not agreed to remove or cause Title Company to insure over all Exceptions to which Buyer objects or if the form of the proposed endorsements or insurance is not acceptable to Buyer in its reasonable discretion, Buyer shall notify Seller in writing of Buyer’s election to either: (a) terminate this Agreement, or (b) waive its objections to such Exceptions and/or the form of the proposed endorsements or insurance, in which event such Exceptions shall be deemed accepted by Buyer.

(i) not to further encumber title to the Premises, except with the prior written consent of Buyer or as otherwise required under the Lease; and

(ii) not to offer for sale or solicit offers to purchase the Premises (unless this Agreement has been terminated or Buyer is in default hereunder).

LOT 1, FIRST PARK AT BRIDGEWATER PHASE THREE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 132, PAGE 30, OF THE PUBLIC RECORDS OF POLK COUNTY, FLORIDA, AND THAT PART OF PRIVATE ROAD BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A PARCEL OF LAND BEING A PORTION OF THE SOUTHEAST 1/4 OF SECTION 16. TOWNSHIP 27 SOUTH, RANGE 24 EAST POLK COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE NORTHEAST CORNER OF LOT 1, THENCE NORTH 60°42’36” EAST, A DISTANCE OF 55 FEET THENCE SOUTH 29°17’24” EAST, A DISTANCE OF 745 FEET, THENCE SOUTH 60°42’36” WEST, A DISTANCE OF 55 FEET TO THE SOUTHEAST CORNER OF LOT 1 THENCE NORTH 29°17’24” WEST, A DISTNACE OF 745 FEET TO POINT OF BEGINNING.

AND


THAT PART LOT 2, FIRST PARK AT BRIDGEWATER PHASE THREE, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 132, PAGE 30, OF THE PUBLIC RECORDS OF POLK COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

A PARCEL OF LAND BEING A PORTION OF THE SOUTHEAST 1/4 OF SECTION 16. TOWNSHIP 27 SOUTH, RANGE 24 EAST POLK COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT THE NORTHEAST CORNER OF THE SOUTHEAST 1/4 OF SECTION 16, THENCE NORTH 89°54’22” WEST ALONG NORTH LINE OF SAID SOUTHEAST 1/4, A DISTANCE OF 1362.13 FEET TO SOUTHERLY RIGHT-OF-WAY LINE OF THE CITY OF ORLANDO-ORLANDO UTILITIES RIGHT-OF-WAY, AS RECORDED IN OFFICIAL RECORDS BOOK 2070 PAGE 1834, OF THE PUBLIC RECORDS OF SAID POLK COUNTY, SAID POINT BEING ON A CURVE CONCAVE TO THE SOUTHEASTERLY HAVING A CENTRAL ANGLE OF 03°13’43”, A RADIUS OF 11144.16 FEET, A CHORD BEARING OF SOUTH 60°36’32” AND A CHORD DISTANCE OF 627.87 FEET, THENCE SOUTHWESTERLY ALONG SAID CURVE 627.95 FEET; THENCE SOUTH 29°17’24” EAST, A DISTANCE OF 183.45 FEET, TO THE NORTHWEST CORNER OF THE F.D.O.T. PARCEL 149F, AS CONTAINED IN THAT CERTAIN STIPULATED ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 4596 PAGE 552, OF THE AFORESAID PUBLIC RECORDS; THENCE CONTINUE SOUTH 29°17’24” EAST, ALONG THE WEST LINE OF SAID PARCEL 149F, A DISTANCE OF 254.10 FEET, THENCE NORTH 60°42’36” EAST, ALONG THE SOUTH LINE OF SAID PARCEL 149F, A DISTANCE OF 559.68 FEET, THENCE SOUTH 29°17’24” EAST, A DISTANCE OF 800 FEET; THENCE SOUTH 60°42’36” WEST, A DISTANCE OF 860.67 FEET, TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 60°42’36” WEST, A DISTANCE OF 397.12 FEET; THENCE NORTH 62°43’51” WEST, A DISTANCE OF 335.36 FEET; THENCE NORTH 36°06’09” WEST, A DISTANCE OF 468.46 FEET, THENCE NORTH 60°42’36” EAST, A DISTANCE OF 637.50 FEET; THENCE SOUTH 29°17’24” EAST, A DISTANCE OF 745 FEET TO THE POINT OF BEGINNING.