PURCHASE AND SALE AGREEMENT

Final Agency Acceptance. It is mutually understood that execution of this Agreement by PURCHASER constitutes conditional acceptance, and is subject to final agency acceptance by the PURCHASER. Final agency acceptance shall denote final approval of the purchase price and all terms and conditions contained in this Agreement, and constitute the effective date of this Agreement. A closing on this contract shall not be transacted prior to final agency acceptance. Notice of final agency acceptance shall be evidenced by the signature of the PURCHASER on this Agreement at the place indicated for Final Agency Acceptance, and delivery to SELLER, not sooner than 30 days from the date of the conditional acceptance signature, but not later than 45 days from the date of the conditional acceptance signature. In the event PURCHASER does not furnish notice of final agency acceptance on or before the 45 days following the date of the conditional acceptance signature, then in such event, this Agreement shall be terminated and the parties shall thereafter be relieved of any further obligation hereunder.

Closing Date. This transaction shall be closed and the instrument of conveyance, together with other closing documents, delivered to PURCHASER within 30 days of the date of final agency acceptance but not later than 60 days from the date of the conditional acceptance, unless otherwise extended by the mutual agreement of the parties.

Conveyance of Title. At closing, SELLER shall convey to PURCHASER good and marketable title, in fee simple, to the property, including limited access rights, and rights to air, light and view, as described in Exhibit “A” by Warranty Deed, free and clear of all liens and encumbrances. Any sums that PURCHASER must expend to clear liens and encumbrances in order to make the title to the property good and marketable shall be deducted at closing from the purchase price. SELLER shall be liable for any existing liens and encumbrances, or any liens or encumbrances arising

Closing Costs. SELLER is responsible for all taxes due and owing on the property as of the date of closing. SELLER shall be responsible for the payment of the prorated portion of the ad valorem real estate taxes from January 1 of the year of conveyance until the date of closing, the costs to clear any liens or encumbrances on the property, any documentary stamps, and any real estate brokerage commission to be paid to real estate agent or broker representing the SELLER. PURCHASER shall be responsible to pay all other closing costs associated with this transaction (except those allocated to SELLER), including, but not limited to, cost of title commitment and Owner’s policy of title insurance, the boundary survey, and the recording fees for all documents necessary to convey the title to the property.

Withholding. The parties shall comply with the provisions of Internal Revenue Code Section 1445 and applicable Treasury Regulations issued thereunder. If the SELLER is a U.S. person for Internal Revenue Code Section 1445 purposes, then on demand of the PURCHASER and prior to closing the SELLER shall provide the PURCHASER with a certificate of non-foreign status in the manner provided in Treasury Regulations Section 1.1445-2. If the SELLER provides the PURCHASER with such certificate, and if the PURCHASER is otherwise permitted to rely on such certificate under those Regulations, the PURCHASER shall not withhold under Internal Revenue Code Section 1445.

DUE DILIGENCE: At the PURCHASER’s sole discretion, any or all of the following conditions of a due diligence investigation shall be satisfactorily completed prior to acceptance of the Agreement:

Environmental. SELLER represents and warrants, to the best of its knowledge and belief, that the property is free and clear of hazardous materials and pollutants, defined as any substances, contaminant, noise, or manmade or human-induced impairment of soil, air or waters on the property, or alteration of the chemical, physical, biological, or radiological integrity of the soil, air, or water on the property in quantities or at levels which are or may be harmful or injurious to human health or welfare, animal or plant life, or property or which unreasonably interferes with the enjoyment of life or property, all as defined by any federal, state, local or other applicable governmental law, rule, guideline, standard, regulation or ordinance (“Environmental Laws”).

SECTION 73.013, FLORIDA STATUTES: SELLER hereby waives any rights afforded under Section 73.013, Florida Statutes and subsequent statutory provisions and hereby consents to PURCHASER’S subsequent disposition of any part of the subject property.

Complete Compensation. The parties hereby acknowledge that the acquisition of the subject property is being made pursuant to Section 338.223 (2) (b), Florida Statutes, and is not made under the threat of condemnation. SELLER agrees that

Extended Occupancy. Any extension of occupancy of the property by SELLER beyond the date of closing must be authorized by the PURCHASER in writing. During the period from the date of closing until the SELLER surrenders possession to the PURCHASER, the SELLER shall exercise diligent care in protecting the property from theft and vandalism, and shall hold PURCHASER harmless therefrom. All property, whether real or personal, included in this Agreement shall be delivered to PURCHASER in the same condition existing as of the effective date of this Agreement, less any reasonable wear and tear.

Exhibits. All exhibits attached hereto are made a part hereof as if fully set forth herein.

Entire Agreement. This Agreement represents the entire understanding and agreement between and among the parties hereto with regard to all matters involved in the transaction contemplated in this Agreement, and supersedes any and all prior or contemporaneous agreements, whether written or oral except for the provisions set forth in the Addendum attached hereto and made a parts hereof, which shall supercede any conflicting provisions in the body of this agreement.                       

Survival. Except as provided otherwise in this Agreement, all covenants, representations and warranties set forth in this Agreement shall survive the closing and shall survive the execution or delivery of the deed and other documents at any time executed or delivered under, pursuant to or by reason of this Agreement, and shall survive the payment of all monies made under, pursuant to or by reason of this Agreement.

Assignment. SELLER may not assign this contract in whole or in part without the written consent of the PURCHASER.

Radon Gas. Pursuant to the provisions of Section 404.056(5), Florida Statutes, SELLER hereby notifies PURCHASER as follows with respect to the property: “Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.”

Purchaser and Seller are parties to that certain Purchase Agreement for real property of Seller identified as Item Segment No. 405270-1 in District 8, Parcel 101. It shall be a condition precedent to Seller's obligation to proceed to closing on the transaction contemplated by this agreement that there shall be a simultaneous closing of the transaction contemplated by the Purchase Agreement for parcel 101. Should the transaction contemplated by the Purchase Agreement for Parcel 101 fail to proceed to closing in accordance with the terms thereof for any reason, Seller shall be entitled to terminate this agreement upon notice to Purchaser, whereupon this agreement shall terminate and the parties shall have no further rights or obligations hereunder, except those which by their express terms are intended to survive such termination.

Paragraph (c) of this agreement is hereby amended by the language set forth in paragraphs 3 and 4 below.

Seller shall have no obligation to cure title defects objectionable to Purchaser.

Purchaser shall notify Seller of title defects unacceptable to Purchaser in writing and within ten (10) days thereafter, Seller shall advise Purchaser whether or not Seller shall attempt cure thereof.

If Seller elects to attempt cure, Seller shall have a period of forty-five (45) days within which to attempt cure.

If Seller does not elect to cure or if having so elected Seller shall be unable to effectuate such cure in a commercially reasonable manner (as determined by Seller in its sole and absolute discretion), Seller shall notify Purchaser of the same, whereupon Purchaser may within ten (10) days thereafter elect either:

terminate this agreement upon written notice to Seller, in which event this agreement and the Purchase Agreement for parcel 101 shall both terminate and the parties shall have no further rights or obligations hereunder, except those which by their express terms are intended to survive such termination; or

to accept such title as Seller is able to convey and proceed to Closing without reduction in the Purchase Price for the uncured title defects.

Seller has advised that the sale of the subject property together with the lands subject to the Purchase Agreement for parcel 101 requires approval of the shareholder(s) of the Seller. Accordingly, Seller's obligations under this agreement are expressly conditioned upon the approval of both this agreement and of the Purchase Agreement for parcel 101 by Seller's shareholders (“Shareholder Consent”) in accordance with the terms of Seller's organizational documents. Seller shall make all disclosures to Seller's shareholder(s), shall make any filings, and shall take all commercially reasonable efforts to obtain Shareholder Consent in a timely manner from and after the Effective Date of this agreement.

The Closing Date shall not occur until Seller has obtained and delivered to Purchaser reasonable evidence that Seller has obtained of Shareholder Consent. Buyer shall obtain Shareholder Consent within seventy-five (75) days of the day of Final Agency acceptance of both this agreement and the Purchase Agreement for parcel 101. Provided, however, in the event Seller has not obtained Shareholder Consent on or before May 31, 2016, either party may terminate both this agreement and the Purchase Agreement for parcel 101 upon written notice to the other party given prior to Seller obtaining Shareholder Consent, whereupon this agreement and the Purchase Agreement for parcel 101 shall both terminate and the parties shall have no further rights or obligations hereunder, except those which by their express terms are intended to survive such termination.