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HomeMy WebLinkAboutPR 21540: AUTHORIZING THE COMMERCIAL CONTRACT ASSIGNMENT OF BUYER'S INTEREST OF 5860 9TH AVENUE P.R. No. 21540 09/02/2020 gt/vrt RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE COMMERCIAL CONTRACT ASSIGNMENT OF BUYER'S INTEREST OF 5860 9TH AVENUE AND AUTHORIZING THE PURCHASE THEREOF IN THE AMOUNT OF$1,650,000.00 TO BE UTILIZED FOR THE CITY'S HEALTH DEPARTMENT; FUND AVAILABLE IN ACCOUNT NO. 307- 1601-591.82-00 WHEREAS, pursuant to Ordinance No. 20-79. Aurora Capital Holdings, LLC, a, ("Aurora") has entered into an agreement to purchase e City's existing Health Department Property at 449 Austin Avenue based upon its certified appraised value as part of the proposed redevelopment of downtown area; and, WHEREAS, the property located at 5860 9th Avenue has been deemed a suitable site for the relocation for the City's Health Department; and, WHEREAS , Texas 4L Properties LP has entered into a commercial contract for the sale of said property; and, WHEREAS, the City has examined certified appraisals of the land and desires to purchase of the land and improvements located at 5860 Stn Avenue, Port Arthur, Texas 77642 and, WHEREAS, the City of Port Arthur desires to accept the Commercial Contract Assignment of Texas 4L Properties, LP's Interest as delineated in Exhibit"A"to facilitate the purchase said property for the relocation of the City's Health Department. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: s.pr21540 Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Manager is authorized to execute the Commercial Contract Assignment of Buyer's Interest for the property located at 5860 9th Avenue as delineated in Exhibit"A". Section 3. That City Manager is hereby authorized to execute all documents necessary for the purchase of 5860 9th Avenue for the relocation of the City's Health Department consistent with the Commercial Contract set forth in Exhibit"B"in the amount of $1,650,000.00. Section 4. That in keeping with the terms of the commercial contract, the City Manager is authorized to deposit earnest money in the amount of $20,000 with Texas Regional Title, the escrow agent. Section 5. That a copy of the caption of this Resolution shall be spread upon the Minutes of the City Council. READ,ADOPTED,AND APPROVED,this day of , 2020 AD, at a Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: , Councilmembers: , NOES: • s.pr21540 Thurman Bill Bartle, Mayor ATTEST: Sherri Bellard, City Secretary APPROVED AS TO FORM: Valecia R. Tizeno, City Attorney APPROVED FOR ADMINISTRATION: Ronald Burton, City Manager APPROVED AS TO AVAILABILITY OF FUNDS: Kandy Daniel, Int rim Finance Director s.pr21540 Exhibit «A„ Exhibit a TEXAS REALTORS COMMERCIAL CONTRACT ASSIGNMENT OF BUYER'S INTEREST USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS FORMSOURCE IS NOT AUTHORIZED. ©Texas Association of REALTORS®,Inc.2014 ASSIGNOR: Texas 4L Properties, LP 13 Farther Point Houston, TX ASSIGNEE: City of Port Arthur Address: 444 4th Street, PO Box 1089, Port Arthur, TX 77641 Phone: E-mail: Fax: Other: SELLER: T-Major, LLC a Texas limited liability company PO Box 3108 Beaumont, TX 77704 PROPERTY: 5860 9th Street, Port Arthur, TX 77642 as described on Exhibit A CONTRACT: A Commercial Contract - X Improved Property Unimproved Property executed by Assignor (as Buyer) and Seller concerning the Property, having an effective date of September 14, 2020 For and in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid by Assignee to Assignor, Assignor hereby assigns Assignor's interest in the Contract, including Assignor's interest as Buyer and Assignor's interest in the earnest money in the amount of$ $20,000 to Assignee, and Assignee hereby assumes all of Assignor's responsibilities and obligations associated with Assignor's interest in the Contract. SPECIAL PROVISIONS: This Assignment shall be effective as of (TXR-1943)4-1-14 Page 1 of 2 This form is for the exclusive use of the subscriber named below. Any use by others is strictly prohibited. Use of this form does not indicate membership in Texas REALTORS®. Fax: Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.ziOLoaix corn Commercial Contract Assignment concerning: 55860 9th Street, Port Arthur, TX 77642 Assignor: Texas 4L Properties, LP Assignee: City of Port Arthur By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Date: Title: Date: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Date: Title: Date: Seller consents to the assignment of Assignor's interest in the Contract to Assignee. Seller: T-Major, LLC a Texas limited liability company By: By (signature): Printed Name: Title: Date: By: By (signature): Printed Name: Title: Date: (TXR-1943)4-1-14 Page 2 of 2 Produced with zipForma by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLogix corn EXHIBIT L0A" BEING that certain 3.513 acre tract out of Lot 5, Block 9, Range "1-1" of Port Arthur Lend Company Subdivision, a plat recorded in Volume I, Page 22 of the Jefferson County Map Records, and being that same called 3.514 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2004012950 of the Official Public Records of Real Property of .Joffe rson County, Texas, said 3 .513 acres being more particularly described by metes and hounds as follows: Basis of bearings is the Northeasterly right-of-way lint of 9th Avenue and the Southwesterly line of the said 3.514 acre tract having been called North 48 degrees 47 minutes 00 seconds West 255.00 feet. • COMMENCING at a 5/8" Iron rod found al the intersection of the Southeasterly right-of-way line of 60th Street(60' R.O.W,) with the Northeasterly line of 9th Avenue(120' R.O.W.)for the West corner of a tract conveyed to John W. Vanderburg as recorded in Film Code No. 104-78-0777 of the Real Property Records of Jefferson County,Texas; THENCE South 48 degrees 47 minutes 00 seconds East along the said Northeasterly right-of-way line of 9th Avenue a distance of 375.02 feet (Called South 48 degrees 47 minutes 00 seconds East)to a %" capped iron rod set for the South corner of a 1.627 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2003017389 of the Official Public Records of Real Property of Jefferson County, Texas, the West corner of the said 3,513 acre tract and the Point of Beginning; THENCE North 41 degrees 11 minutes 37 seconds East along the Northwesterly line of the said 3.513 acre tract a distance of 600.23 feet (Called North 41 degrees 10 minutes 20 seconds East 600,31 feet)to a 5/8" iron rad found for the North corner of the said 3.513 acre tract; THENCE South 48 degrees 48 minutes 08 seconds East along the Northeasterly line of the said 3 .513 acre tract a distance of 254,81 feet(Called South 48 degrees 47 minutes 00 seconds East 255.00 feel)to a 518" iron rod found the East corner of the said 3.513 acre tract; THENCE South 41 degrees 10 minutes 33 seconds West along the Southeasterly line of the said 3,513 acre tract a distance of 600,31 feet(Called South 41 degrees 10 minutes 20 seconds West 600.35 feet)to a 1 %" iron pipe found in the said Northeasterly right-of-way line of 9th Avenue for the South corner of the said 3,513 acre tract; THENCE North 48 degrees 47 minutes 00 seconds West along the said Northeasterly right-of-way line of 9th Avenue and the Southwesterly line of the said 3.513 acre tract a distance of 255.00 feet(Called North 48 degrees 47 minutes 00 seconds West 255,00 feet) to the POINT OF BEGINNING and CONTAINING 3,513 acres of land,more or less. Ogi • €5 Exhibit «B „ a TEXAS REALTORS COMMERCIAL CONTRACT - IMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS FORMSOURCE IS NOT AUTHORIZED. ©Texas Association of REALTORS®,Inc.2018 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: T-Major, LLC a Texas limited liability company Address: Phone: E-mail: Fax: Other: Buyer: Texas 4L Properties LP ,a Texas limited partnership Address: Phone: E-mail: Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Jefferson County, Texas at 5860 9th Avenue, Port Arthur,TX 77642 (address) and that is legally described on the attached Exhibit A or as follows: B. Seller will sell and convey the Property together with: (1) all buildings, improvements, and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals, utilities, adjacent streets, alleys, strips, gores, and rights-of-way; (3) Seller's interest in all leases, rents, and security deposits for all or part of the Property; (4) Seller's interest in all licenses and permits related to the Property; (5) Seller's interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures; (6) Seller's interest in any trade names, if transferable, used in connection with the Property; and (7) all Seller's tangible personal property located on the Property that is used in connection with the Property's operations except: Any personal property not included in the sale must be removed by Seller prior to closing. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) (If the Property is a condominium, attach Commercial Contract Condominium Addendum (TXR-1930) or (TXR-1946).) 3. SALES PRICE: At or before closing, Buyer will pay the following sales price for the Property: A. Cash portion payable by Buyer at closing $ 1,650,000.00 B. Sum of all financing described in Paragraph 4 $ C. Sales price (sum of 3A and 3B) $ 1,650,000.00 (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 1 of 14 This form is for the exclusive use of the subscriber named below. Any use by others is strictly prohibited. Use of this form does not indicate membership in Texas REALTORS®. Produced with zipForm®by zipLogix 18070 Fifteen Mile Road.Fraser,Michigan 48026 www zioLoaix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 CINANCING: Buyer will finance the portion of the sales price under Paragraph 3B as follows: A. Inn, Financing: One or more third party loans in the total amount of$ . This contract: (1) is not contingent ,. 'liver obtaining third party financing. (2) is contingent upon Buy.. '- ining third party financing in accordance with the attached Commercial Contract Financing h4_. '•'m (TXR-1931). B. Assumption: In accordance with the attached Core,. ^I Contract Financing Addendum (TXR-1931), Buyer will assume the existing promissory note secured Ely _ ''rnperty, which balance at closing will be $ C. Seller Financing: The delivery of a promissory note and deed of trust from Buy,.. q ller under the terms of the attached Commercial Contract Financing Addendum (TXR-1931) in ti,.. -^lint of 5. EARNEST MONEY. 7- Business A. Not later than 5 days after the effective date, Buyer must deposit $ 20,000.00 as earnest money with See Special Provisions (Paragraph 12) (title company) at _ _ _ _ (address) (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of$ with the title company to be made part of the earnest money on or before: (i) days after Buyer's right to terminate under Paragraph 7B expires; or (ii) Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY, SURVEY, AND UCC SEARCH: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: _ (a) will not be amended or deleted from the title policy. X (b) will be amended to read "shortages in areas" at the expense of X Buyer L Seller. (3) Within 30 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 2 of 14 Produced with zipForrnei by zipLogix 18070 Fifteen Mile Road.Fraser.Michigan 48026 www zioLooix.corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 B. Survey: Within 45 days after the effective date: ® (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/NSPS Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer so.00 (insert amount) of the cost of the survey at closing, if closing occurs. (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/NSPS Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, _ Seller Buyer (updating party), will, at the updating party's expense, obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to the other party and the title company within 30 days after the title company notifies the parties that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 30 days if necessary for the updating party to deliver an acceptable survey within the time required. The other party will reimburse the updating party (insert amount or percentage) of the cost of the new or updated survey at closing, if closing occurs. HOC Search: (1) Witrtltr -1^-q after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform Commercial Code nr.oared by a reporting service and dated after the effective date. The search must identify documellL. ._ "n file with the Texas Secretary of State and the county where the Property is located that relate to a„ � ^rnoerty on the Property and show, as debtor, Seller and all other owners of the personal property in uta (2) Buyer does not require Seller to furnish a UCC search. CI. Buyer's_Objections tothe Commitment,_Survey,_and_UCC Search: (1) Within 15 days after Buyer receives the last of the commitment, copies of the documents evidencing the title exceptions, any required survey, and any required UCC search, Buyer may object to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title to the real or personal property described in Paragraph 2 other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). If the commitment or survey is revised or any new document evidencing a title exception is delivered, Buyer may object to any new matter revealed in such revision or new document. Buyer's objection must be made within the same number of days stated in this paragraph, beginning when the revision or new document is delivered to Buyer. If Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (i) the date Buyer actually receives the survey; or(ii) the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 3 of 14 Produced with zipForrn6 by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLoaix.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (3) Buyer's failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: AS-IS,WHERE IS • B. Feasibility Period: Buyer may terminate this contract for any reason within 120 days after the effective date (feasibility period) by providing Seller written notice of termination. (1) Independent Consideration. (Check only one box and insert amounts.) X (a) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ 1,000.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If_no Jollar amount_is_stated_in_this_Paragraph_7B(1)_or_if_Buyer_fails_to_deposit_the_earnest_money,_Buyer will-not-have-the-right-to-terminate-under-this-Paragraph-7B. (b) Not later than 3 days after the effective date, Buyer must pay Seller $ as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the right to terminate under_this_Paragraph 7B. (2) Feasibility Period Extension: Prior to the expiration of the initial feasibility period, Buyer may extend the feasibility period for a single period of an additional days by depositing additional earnest money in the amount of$ with the title company. If no dollar amount is stated in this Paragraph or if Buyer fails to timely deposit the additional earnest money. the extension of the feasibility period will not be effective. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Seller, at Seller's expense, will turn on all utilities necessary for Buyer to make inspections, studies, or assessments. (3) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (4) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 4 of 14 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLodix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract."In no event shall Buyer have any indemnity obligations under Paragraph 7.C(3)with respect to any matters to the extent arising from Buyer's discovery of a pre-existing D. Property Information: condition on the property" (1) Delivery of Property Information: Within 7 days after the effective date, Seller will deliver to Buyer: (Check all that apply.) (a) a current rent roll of all leases affecting the Property certified by Seller as true and correct; (b) copies of all current leases, including any mineral leases, pertaining to the Property, including _ any modifications, supplements, or amendments to the leases; (c) a current inventory of all personal property to be conveyed under this contract and copies of any leases for such personal property; (d) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller _ will not pay in full on or before closing; (e) copies of all current service, utility, maintenance, and management agreements relating to the ownership and operation of the Property; (f) copies of current utility capacity letters from the Property's water and sewer service provider; (g) copies of all current warranties and guaranties relating to all or part of the Property; (h) copies of fire, hazard, liability, and other insurance policies that currently relate to the Property; (i) copies of all leasing or commission agreements that currently relate to the tenants of all or part of the Property; X (j) a copy of the "as-built" plans and specifications and plat of the Property;in sellers possession (k) copies of all invoices for utilities and repairs incurred by Seller for the Property in the 24 months _ immediately preceding the effective date; (1) a copy of Seller's income and expense statement for the Property from to X (m)copies of all previous environmental assessments, geotechnical reports, studies, or analyses _ made on or relating to the Property; in sellers possession (n) real and personal property tax statements for the Property for the previous 2 calendar years; (o) Tenant reconciliation statements including, operating expenses, insurance and taxes for the Property from to ; and (p) any Architectural or Engineering reports along with Sellers most recent survey • (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) X (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller _ delivered to Buyer or Buyer copied in any format; and (c) deliver to Seller copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 5 of 14 Produced with zipFormt)by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zipLoalx.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 ' EASES: A. written lease Seller is to assign to Buyer under this contract must be in full force and effect acco,. to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make . -mendment or modification to any existing lease without Buyer's written consent. Seller must disclose, -iting, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently Ou '''fore closing: (1) any failure by Seller . -mply with Seller's obligations under the leases; (2) any circumstances uncle. • lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any non-occupancy of the leasea -ises by a tenant; (4) any advance sums paid by a tenant '-iv lease; (5) any concessions, bonuses, free rents, reba. ',rokerage commissions, or other matters that affect any lease; and (6) any amounts payable under the leases that have bee. signed or encumbered, except as security for loan(s) assumed or taken subject to under this contract. B. Estoppel Certificates: Within days after the effective date, St.. •gill deliver to Buyer estoppel certificates signed not earlier than by e6. ,rant that leases space in the Property. The estoppel certificates must include the certifications contains. 'he current version of TXR Form 1938 - Commercial Tenant Estoppel Certificate and any additional init... `ion requested by a third party lender providing financing under Paragraph 4 if the third party lender , 'sts such additional information at least 10 days prior to the earliest date that Seller may deliver b._ maned estoppel certificates. 9. BROKERS: A. The brokers to this sale are: Principal Broker: Wheeler-Commercial Cooperating Broker: Newmark Knight Frank Agent: Lee Wheeler,III CCIM Agent: Rob Stillwell/Greg Marconi Address: 400 Neches Address: 1700 Post Oak Blvd.,2 BLVD Place,Suite 250 Beaumont,TX 77701 Houston,TX 77056 Phone&Fax: 409.899.3000 Phone & Fax: 713.599.5182/713.599.5190 E-mail: lwheeler@wheeler-commercial.com E-mail: rstillwell@ngkf.com/gmarconi@ngkf.com License No.: 467055 License No.: 398639/613453 Principal Broker: (Check only one box) Cooperating Broker represents Buyer. x represents Seller only. represents Buyer only. L is an intermediary between Seller and Buyer. B. Fees: (Check only(1) or(2) below.) (Complete the Agreement Between Brokers on page 14 only if(1) is selected.) (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. ij (2) At the closing of this sale, Seller will pay: (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 6 of 14 Produced with zipFormoID by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLoaix.corrt Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: % of the sales price. _ % of the sales price. A3%of the 1st Million and 2%of balance of sales price ,_ 3%of the 1st Million and 2%of balance of sales price The cash fees will be paid in Jefferson County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) 45 days after the expiration of the feasibility period. (specific date). (2) 7 days after objections made under Paragraph 6D have been cured or waived. B. If either party fails to close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver to Buyer, at Seller's expense, a ` general X special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or Uniform Commercial Code or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) a bill of sale with warranties to title conveying title, free and clear of all liens, to any personal property defined as part of the Property in Paragraph 2 or sold under this contract; (3) an assignment of all leases to or on the Property; (4) to the extent that the following items are assignable, an assignment to Buyer of the following items as they relate to the Property or its operations: (a) licenses and permits; (b) service, utility, maintenance, management, and other contracts; and (c) warranties and guaranties; (5) a rent roll current on the day of the closing certified by Seller as true and correct; (6) evidence that the person executing this contract is legally capable and authorized to bind Seller; (7) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply with applicable tax law; and (ii) deliver the amount to the Internal Revenue Service together with appropriate tax forms; and (8) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and the issuance of the title policy, all of which must be completed and executed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer , Page 7 of 14 Produced with zipForrnei by zipLogix 18070 Fifteen Mile Road,Fraser.Michigan 48026 yvww zioLooix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. 12.SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) Notwithstanding anything to the contrary contained in this contract,(1)all tasks relating to this contract typically associated with an escrow agent(including,without limitation,receipt of the contract,holding of any earnest money,facilitation of closing,and receipt of escrow fees)shall be handled by CHICAGO TITLE 609 Main Street,Suite 2350 Houston,TX 77002 Attn:Christine Belcher Karnauch;and(2)all non-escrow related tasks relating to this contract typically associated with a title company(including, without limitation,issuance of the title commitment and the title policy)shall be handled by TEXAS REGIONAL TITLE 7675 Folsom Drive,Building 100,Beaumont,TX 77706.Attn:Molly Mallet. 13.SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed and any bill of sale; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation fees of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood and hazard insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; and (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 8 of 14 Produced with zipFonn®by zipLogix 18070 Fifteen Mile Road.Fraser.Michigan 48026 www zioLoaix.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(4) which Seller may pursue, or (Check if applicable) ..F....... n ...F... i......., ..... ..L ..I-. ..+4.... ...I:..f.. L... .. .i.J...J h.. I..... B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce specific performance, or seek such other relief as may be provided by law, or both. 16. CASUALTY LOSS AND CONDEMNATION: A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date, Seller must restore the Property to its previous condition as soon as reasonably possible and not later than the closing date. If, without fault, Seller is unable to do so, Buyer may: (1) terminate this contract and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer; (2) extend the time for performance up to 15 days and closing will be extended as necessary; or (3) accept at closing: (i) the Property in its damaged condition; (ii) an assignment of any insurance proceeds Seller is entitled to receive along with the insurer's consent to the assignment; and (iii) a credit to the sales price in the amount of any unpaid deductible under the policy for the loss. (TXR-1801)4-1-18 Initialed for Identification by Seller , and Buyer Page 9 of 14 Produced with zipForne by zipLogix 18070 Fifteen Mile Road.Fraser.Michigan 48026 www 7IDL00ix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 B. If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: (1) terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer; or (2) appear and defend the condemnation proceedings and any award will, at Buyer's election, belong to: (a) Seller and the sales price will be reduced by the same amount; or (b) Buyer and the sales price will not be reduced. 17.ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (i) damages; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. _—' cell&r Buyer intend(s) to complete this transaction as a part of an exchange of like-kind properties in accorua,_ `k Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contelri,.._. ^-r'hange will be paid by the exchanging party. The other party will not incur any expense or liability with resile,„_ - 'vr'.hange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange „_ `^ comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Coae. ,,._ '- provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 19. MATERIAL FACTS: To the best of Seller's knowledge and belief: (Check only one box.) X:1 A. Seller is not aware of any material defects to the Property except as stated in the attached Commercial Property Condition Statement (TXR-1408). B. Except as otherwise provided in this contract, Seller is not aware of: (1) any subsurface: structures, pits, waste, springs, or improvements; (2) any pending or threatened litigation, condemnation, or assessment affecting the Property; (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 10 of 14 Produced with zipForrr6 by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLoaix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (3) any environmental hazards or conditions that materially affect the Property; (4) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; (5) whether radon, asbestos containing materials, urea-formaldehyde foam insulation, lead-based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed on the Property; (6) any wetlands, as defined by federal or state law or regulation, on the Property; (7) any threatened or endangered species or their habitat on the Property; (8) any present or past infestation of wood-destroying insects in the Property's improvements; (9) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (10)any material physical defects in the improvements on the Property; or (11)any condition on the Property that violates any law or ordinance. (Describe any exceptions to (1)-(11) in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22.AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) (1) Property Description Exhibit identified in Paragraph 2; (2) Commercial Contract Condominium Addendum (TXR-1930) or (TXR-1946); Li (3) Commercial Contract Financing Addendum (TXR-1931); (4) Commercial Property Condition Statement (TXR-1408); (5) Commercial Contract Addendum for Special Provisions (TXR-1 940); (6) Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint _ Hazards (TXR-1906); _ (7) Notice to Purchaser of Real Property in a Water District (MUD); (8) Addendum for Coastal Area Property (TXR-1915); (9) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TXR-1916); X (10)Information About Brokerage Services (TXR-2501); and (11)Information About Mineral Clauses in Contract Forms(TXR-2509);and X (12)Notice to Purchaser regarding Jefferson County Drainage District 7;and As-Is Addendum (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 11 of 14 Produced with zipForrn®by zipLogix 18070 Fifteen Mile Road,Fraser.Michigan 48026 www.zipLoaix.corrl Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (Note: Counsel for Texas REALTORS®(TXR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission(TREC)or published by Texas REALTORS®are appropriate for use with this form.) E. Buyer X may7.2. ct assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all of Buyer's obligations under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25.ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135, Texas Natural Resources Code, requires a notice regarding coastal area property to be included as part of this contract(the Addendum for Coastal Area Property(TXR-1915) may be used). E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract (the Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TXR-1916) maybe used). F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra-territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. If apartments or other residential units are on the Property and the units were built before 1978, federal law requires a lead-based paint and hazard disclosure statement to be made part of this contract (the Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards (TXR-1906) may be used). (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 12 of 14 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLogix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 H. Section 1958.154, Occupations Code requires Seller to provide Buyer a copy of any mold remediation certificate issued for the Property during the 5 years preceding the date the Seller sells the Property. I. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. J. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or (2) drought or flood conditions." K. LICENSE HOLDER DISCLOSURE: Texas law requires a real estate license holder who is a party to a transaction or acting on behalf of a spouse, parent, child, business entity in which the license holder owns more than 10%, or a trust for which the license holder acts as a trustee or of which the license holder or the license holder's spouse, parent or child is a beneficiary, to notify the other party in writing before entering into a contract of sale. Disclose if applicable: Buyer is a licensed Texas Real Estate Broker 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: T-Major,LLC a Texas limited liability company Buyer: Texas 4L Properties,LP,a Texas limited partnership By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: (TXR-1801)4-1-18 Page 13 of 14 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 4.8026 www.zioLoaix.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 AGREEMENT BETWEEN BROKERS (use only if Paragraph 98(1)is effective) Principal Broker agrees to pay (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: _ $ , or 0,0 of the sales price, or ❑ % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: Cooperating Broker: By: By: ATTORNEYS Seller's attorney: Buyer's attorney: Address: Address: Phone& Fax: Phone&Fax: E-mail: E-mail: Seller's attorney requests copies of documents, Buyer's attorney requests copies of documents, notices, and other information: notices, and other information: the title company sends to Seller. the title company sends to Buyer. Buyer sends to Seller. _ Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: _ A. the contract on this day (effective date); B. earnest money in the amount of$ in the form of on Title company: Address: By: Phone&Fax: Assigned file number(GF#): E-mail: (TXR-1801)4-1-18 Page 14 of 14 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zioloaix corn EXHIBIT "A" BEING that certain 3.513 acre tract out of Lot 5, Block 9, Range "1-1" of Port Arthur Land Company Subdivision, a plat recorded in Volume 1, Page 22 of the Jefferson County Map Records, and being that same called 3.514 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2004012950 of the Official Public Records of Real Property of Jeffe rson County, Texas, said 3 .513 acres being more particularly described by metes and hounds as follows: Basis of bearings is the Northeasterly right-of-way line of 9111 Avenue and the Southwesterly line of the said 3.514 acre tract having been called North 48 degrees 47 minutes 00 seconds West 255.00 feet. COMMENCING at a 5/8" iron rod found at the intersection of the Southeasterly right-of-way line of 60th Street(60' R.O.W.) with the Northeasterly line of 9th Avenue(120' R.O.W.) for the West corner of a tract conveyed to John W. Vanderburg as recorded in Film Code No. 104-78-0777 of the Real Property Records of Jefferson County,Texas; THENCE South 48 degrees 47 minutes 00 seconds East along the said Northeasterly right-of-way line of 9th Avenue a distance of 375.02 feet (Called South 48 degrees 47 minutes 00 seconds East) to a '/2" capped iron rod set for the South corner of a 1.627 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2003017389 of the Official Public Records of Real Property of Jefferson County, Texas, the West corner of the said 3.513 acre tract and the Point of Beginning; TI-IENCE North 41 degrees 11 minutes 37 seconds East along the Northwesterly line of the said 3.513 acre tract a distance of 600.23 feet (Called North 41 degrees 10 minutes 20 seconds East 600.31 feet)to a 5/8" iron rod found for the North corner of the said 3.513 acre tract; THENCE South 48 degrees 48 minutes 08 seconds East along the Northeasterly line of the said 3 .513 acre tract a distance of 254.81 feet (Called South 48 degrees 47 minutes 00 seconds East 255.00 feet)to a 5/8" iron rod found the East corner of the said 3.513 acre tract; Tl-IENCE South 41 degrees 10 minutes 33 seconds West along the Southeasterly line of the said 3.513 acre tract a distance of 600.31 feet(Called South 41 degrees 10 minutes 20 seconds West 600.35 feet)to a 1 /2" iron pipe found in the said Northeasterly right-of-way line of 9th Avenue for the South corner of the said 3.513 acre tract; THENCE North 48 degrees 47 minutes 00 seconds West along the said Northeasterly right-of-way line of 9th Avenue and the Southwesterly line of the said 3.513 acre tract a distance of 255.00 feet (Called North 48 degrees 47 minutes 00 seconds West 255.00 feet) to the POINT OF BEGINNING and CONTAINING 3.513 acres of land,more or less. TEXAS ASSOCIATION OF REALTORS" COMMERCIAL PROPERTY CONDITION STATEMENT USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORSO+.IS NOT AUTHORIZED ©Texas Association of REALTORSO,Inc.2014 CONCERNING THE PROPERTY AT: 5860 9th Street Port Arthur, TX 77642 THIS IS A DISCLOSURE OF THE SELLER'S KNOWLEDGE OF THE CONDITION OF THE PROPERTY AS OF THE DATE SIGNED. IT IS NOT A SUBSTITUTE FOR ANY INSPECTIONS OR WARRANTIES A BUYER OR TENANT MAY WISH TO OBTAIN. IT IS NOT A WARRANTY OF ANY KIND BY SELLER, SELLER'S AGENTS, LANDLORD, LANDLORD'S AGENTS OR ANY OTHER AGENT. PART 1 —Complete if Property is Improved or Unimproved Not Are you (Seller or Landlord) aware of: Aware Aware (1) any of the following environmental conditions on or affecting the Property: (a) radon gas? ❑ ❑ (b) asbestos components: (i) friable components? ❑ ❑ (ii) non-friable components? ❑ ❑ (c) urea-formaldehyde insulation? ❑ ❑ (d) endangered species of their habitat? ❑ ❑ (e) wetlands? ❑ ❑ (f) underground storage tanks? ❑ ❑ (g) leaks in any storage tanks (underground or above-ground)? ❑ ❑ (h) lead-based paint? ❑ ❑ (i) hazardous materials or toxic waste? ❑ ❑ (j) open or closed landfills on or under the surface of the Property? ❑ ❑ (k) external conditions materially and adversely affecting the Property such as nearby landfills, smelting plants, burners, storage facilities of toxic or hazardous materials, refiners, utility transmission lines, mills, feed lots, and the like? ❑ ❑ (I) any activity relating to drilling or excavation sites for oil, gas, or other minerals? ❑ ❑ (2) previous environmental contamination that was on or that materially and adversely affected the Property, including but not limited to previous environmental conditions listed in Paragraph 1(a)-(I)? ❑ ❑ (3) any part of the Property lying in a special flood hazard area (A or V Zone)? ❑ ❑ (4) any improper drainage onto or away from the Property? ❑ ❑ (5) any fault line or near the Property that materially and adversely affects the Property? ❑ ❑ (6) air space restrictions or easements on or affecting the Property? ❑ ❑ (7) unrecorded or unplatted agreements for easements, utilities, or access on or to the Property? ❑ ❑ (TAR-1408)4-1-14lnitialed by Seller or Landlord: and Buyer or Tenant: Page 1 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 Not Aware Aware (8) special districts in which the Property lies (for example, historical districts, development districts, extraterritorial jurisdictions, or others)? ❑ ❑ (9) pending changes in zoning, restrictions, or in physical use of the Property? ❑ ❑ The current zoning of the Property is: (10) your receipt of any notice concerning any likely condemnation, planned streets, highways, railroads, or developments that would materially and adversely affect the Property (including access or visibility)? ❑ ❑ (11) lawsuits affecting title to or use or enjoyment of the Property? ❑ ❑ (12) your receipt of any written notices of violations of zoning, deed restrictions, or government regulations from EPA, OSHA, TCEQ, or other government agencies? ❑ ❑ (13) common areas or facilities affiliated with the Property co-owned with others? ❑ ❑ (14) an owners' or tenants' association or maintenance fee or assessment affecting the Property? ❑ ❑ If aware, name of association: Name of manager: Amount of fee or assessment: $ per Are fees current through the date of this notice? ❑ yes ❑ no ❑ unknown (15) subsurface structures, hydraulic lifts, or pits on the Property? ❑ ❑ (16) intermittent or weather springs that affect the Property? ❑ ❑ (17) any material defect in any irrigation system, fences, or signs on the Property? ❑ ❑ (18) conditions on or affecting the Property that materially affect the health or safety of an ordinary individual? ❑ ❑ (19) any of the following rights vested in others: (a) outstanding mineral rights? ❑ ❑ (b) timber rights? ❑ ❑ (c) water rights? ❑ ❑ (d) other rights? ❑ ❑ If you are aware of any of the conditions listed above, explain. (Attach additional information if needed.) (TAR-1408)4-1-14 Initialed by Seller or Landlord: and Buyer or Tenant: Page 2 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 PART 2—Complete only if Property is Improved A. Are you (Seller or Landlord) aware of any material defects in any of following on the Property? Not Not (1) Structural Items: Aware Aware Appl. (a) foundation systems (slabs, columns, trusses, bracing, crawl spaces, piers, beams, footings, retaining walls, basement, grading)? ❑ ❑ ❑ (b) exterior walls? ❑ ❑ ❑ (c) fireplaces and chimneys? ❑ ❑ ❑ (d) roof, roof structure, or attic (covering, flashing, skylights, insulation, roof penetrations, ventilation, gutters and downspouts, decking)? ❑ ❑ ❑ (e) windows, doors, plate glass, or canopies . ❑ ❑ ❑ (2) Plumbing Systems: (a) water heaters or water softeners? ❑ ❑ ❑ (b) supply or drain lines? ❑ ❑ ❑ (c) faucets, fixtures, or commodes? ❑ ❑ ❑ (d) private sewage systems? ❑ ❑ ❑ (e) pools or spas and equipments? ❑ ❑ ❑ (f) sprinkler systems? ❑ ❑ ❑ (g) water coolers? ❑ ❑ ❑ (h) private water wells? ❑ ❑ ❑ (i) pumps or sump pumps? ❑ ❑ ❑ (3) HVAC Systems: any cooling, heating, or ventilation systems? ❑ ❑ ❑ (4) Electrical Systems: service drops, wiring, connections, conductors, plugs, grounds, power, polarity, switches, light fixtures, or junction boxes? ❑ ❑ ❑ (5) Other Systems or Items: (a) security or fire detection systems? ❑ ❑ ❑ (b) porches or decks? . ❑ ❑ ❑ (c) gas lines? ❑ ❑ ❑ (d) garage doors and door operators? ❑ ❑ ❑ (e) loading doors or docks? ❑ ❑ ❑ (f) rails or overhead cranes? ❑ ❑ ❑ (g) elevators or escalators? ❑ ❑ ❑ (h) parking areas, drives, steps, walkways? ❑ ❑ ❑ (i) appliances or built-in kitchen equipment? ❑ ❑ ❑ If you are aware of material defects in any of the items listed under Paragraph A, explain. (Attach additional information if needed.) (TAR-1408)4-1-14 Initialed by Seller or Landlord: and Buyer or Tenant: Page 3 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 B. Are you (Seller or Landlord) aware of: Not Aware Aware (1) any of the following water or drainage conditions materially and adversely affecting the Property: (a) ground water? . ❑ ❑ (b) water penetration? ❑ ❑ (c) previous flooding or water drainage? ❑ ❑ (d) soil erosion or water ponding? ❑ ❑ (2) previous structural repair to the foundation systems on the Property? ❑ ❑ (3) settling or soil movement materially and adversely affecting the Property? ❑ ❑ (4) pest infestation from rodents, insects, or other organisms on the Property? ❑ ❑ (5) termite or wood rot damage on the Property needing repair? ❑ ❑ (6) mold to the extent that it materially and adversely affects the Property? ❑ ❑ (7) mold remediation certificate issued for the Property in the previous 5 years? ❑ ❑ if yes, attach a copy of the mold remediation certificate. (8) previous termite treatment on the Property? ❑ ❑ (9) previous fires that materially affected the Property? ❑ ❑ (10) modifications made to the Property without necessary permits or not in compliance with building codes in effect at the time? ❑ ❑ (11) any part, system, or component in or on the Property not in compliance with the the Americans with Disabilities Act or the Texas Architectural Barrier Statute? ❑ ❑ If you are aware of any of conditions described under Paragraph B, explain. (Attach additional information, if needed.) The undersigned acknowledges receipt of the foregoing statement. T-Major, LLC a Texas limited Texas 4L Properties LP, a Texas limited Seller or Landlord: liability company Buyer or Tenant: partnership By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: NOTICE TO BUYER OR TENANT: The broker representing Seller or Landlord, and the broker representing you advise you that this statement was completed by Seller or Landlord, as of the date signed. The brokers have relied on this statement as true and correct and have no reason to believe it to be false or inaccurate. YOU ARE ENCOURAGED TO HAVE AN INSPECTOR OF YOUR CHOICE INSPECT THE PROPERTY. (TAR-1408)4-1-14 Page 4 of 4 "AS IS" ADDENDUM THIS CONTRACT IS AN ARMS-LENGTH AGREEMENT BETWEEN THE PARTIES. THE PURCHASE PRICE WAS BARGAINED ON THE BASIS OF AN "AS IS, WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS,DISCLOSURES,OR EXPRESS OR IMPLIED WARRANTIES,EXCEPT FOR (i) THOSE CONTAINED IN PARAGRAPH 19.A OF THE CONTRACT AND THE PROPERTY CONDITION STATEMENT ATTACHED THERETO AND(ii)THE SPECIAL WARRANTY OF TITLE IN THE DEED (COLLECTIVELY, THE "LIMITED MATTERS"). THE PROPERTY WILL BE CONVEYED TO BUYER IN AN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. SELLER MAKES NO WARRANTY OF CONDITION, MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY.ALL WARRANTIES, EXCEPT WITH RESPECT TO THE LIMITED MATTERS, ARE DISCLAIMED. The foregoing terms shall survive the closing. 5074411.2 NOTICE TO PURCHASER The real property,described below,which you are about to purchase is located in the Jefferson County Drainage District No. 7. The District has taxing authority separate from any other taxing authority, and may, subject to voter approval, issue an unlimited amount of bonds and levy an unlimited rate of tax in payment of such bonds. As of this date,the most recent rate of taxes levied by the District on real property located in the District is $0.165305 on each$100.00 of assessed evaluation. The total amount of bonds which has been approved by the voters and which have been or may, at this date,be issued is$0.00, and the aggregate initial principal amounts of all bonds issued for one or more of the specified facilities of the District and payable in whole or in part from property taxes is $0.00. The District has $19,480,000 in aggregate principal amount of maintenance notes which are payable from any lawfully available funds of the District, including the proceeds of maintenance taxes. The District is located, in part, in the cities of Port Arthur. Nederland, Groves, and Port Neches, Texas, and their extraterritorial jurisdictions. The purpose of this District is to provide drainage and flood control facilities and services within the District through the issuance of bonds payable in whole or in part from property taxes. The cost of these utility facilities is not included in the purchase price of your property, and these utility facilities are owned or to be owned by the District. The legal description of the property you are acquiring is as follows: See Exhibit"A"attached hereto and incorporated herein for all purposes. PURCHASERS ARE ADVISED THAT THE INFORMATION ON THIS FORM IS SUBJECT TO CHANGE BY THE DISTRICT AT ANY TIME. THE DISTRICT ROUTINELY ESTABLISHES TAX RATES DURING THE MONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR,EFFECTIVE FOR THE YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT. PURCHASERS ARE ADVISED TO CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OR PROPOSED CHANGES TO THE INFORMATION SHOWN ON THIS FORM. Date: "Sellers" The undersigned purchasers hereby acknowledge receipt of the foregoing notice at or prior to execution of a binding contract for the purchase of the real property described in such notice or at closing of purchase of the real property. Date: "Purchasers" 11-2-2015 Information About Brokerage Services TREC Texas law requires all real estate license holders to give the following information about EQUAL SUIG OPPORTUNIY brokerage services to prospective buyers, tenants,sellers and landlords. TEXAS REAL ESTATE COMMISSION TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities, including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW(A client is the person or party that the broker represents): • Put the interests of the client above all others, including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client;and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement.A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent,including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print,set forth the broker's obligations as an intermediary.A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer)to communicate with, provide opinions and advice to,and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party,disclose: o that the owner will accept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer; and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose, unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer.A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES,ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you,and your obligations under the representation agreement. • Who will pay the broker for services provided to you,when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION:This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records. Newmark Knight Frank 537005 7136268888 Licensed Broker/Broker Firm Name or License No. Email Phone Primary Assumed Business Name Arispah Lispah Hogan 342405 Ihogan@ngkf.com 7134909994 Designated Broker of Firm License No. Email Phone Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Rob Stillwell/Greg Marconi 398639/613453 rstillwell@ngkf.com/gmarconi@ngkf.com 7135995182/713-5995190 Sales Agent/Associate's Name License No. Email Phone Buyer/Tenant/Seller/Landlord Initials Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TABS 1-0 11/2/2015 A Information About Brokerage Services EIJ.<<,o s,� Texas law requires all real estate licensees to give the following information about 0,oF.u.ory brokerage services to prospective buyers, tenants, sellers and landlords. TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities, including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW(A client is the person or party that the broker represents): • Put the interests of the client above all others, including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client;and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement. A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker's obligations as an intermediary.A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer)to communicate with, provide opinions and advice to, and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party, disclose: o that the owner will accept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer;and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose, unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer.A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES,ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you, and your obligations under the representation agreement. • Who will pay the broker for services provided to you,when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION: This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records. Wheeler Commercial 579943 Iwheeler@wheeler-commercial.com (409)899-3300 Licensed Broker/Broker Firm Name or License No. Email Phone Primary Assumed Business Name Lee Y.Wheeler,III 467055 IwheelerAwheeler-commercial.com (409)899-3300 Designated Broker of Firm License No. Email Phone Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Sales Agent/Associate's Name License No. Email Phone Buyer/Tenant/Seller/Landlord Initials Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TXR-2501 TABS 1-0 Date Lee Wheeler,400 Neches Beaumont TX 77701 Phone:409-899-3300 Fax:409.899-3301 Calder Lillian Lee Wheeler Produced with zipForrne by zipLogix 18070 Fifteen Mile Road.Fraser.Michigan 48026 www.zipLogix.com Exhibit .2 TEXAS REALTORS COMMERCIAL CONTRACT - IMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS FORMSOURCE IS NOT AUTHORIZED. ©Texas Association of REALTORS®,Inc.2018 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: T-Major, LLC a Texas limited liability company Address: Phone: E-mail: Fax: Other: Buyer: Texas 4L Properties LP ,a Texas limited partnership Address: Phone: E-mail: Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Jefferson County, Texas at 5860 9th Avenue, Port Arthur,TX 77642 (address) and that is legally described on the attached Exhibit A or as follows: B. Seller will sell and convey the Property together with: (1) all buildings, improvements, and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals, utilities, adjacent streets, alleys, strips, gores, and rights-of-way; (3) Seller's interest in all leases, rents, and security deposits for all or part of the Property; (4) Seller's interest in all licenses and permits related to the Property; (5) Seller's interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures; (6) Seller's interest in any trade names, if transferable, used in connection with the Property; and (7) all Seller's tangible personal property located on the Property that is used in connection with the Property's operations except: Any personal property not included in the sale must be removed by Seller prior to closing. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) (If the Property is a condominium, attach Commercial Contract Condominium Addendum (TXR-1930) or (TXR-1946).) 3. SALES PRICE: At or before closing, Buyer will pay the following sales price for the Property: A. Cash portion payable by Buyer at closing $ 1,650,000.00 B. Sum of all financing described in Paragraph 4 $ C. Sales price (sum of 3A and 3B) $ 1,650,000.00 (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 1 of 14 This form is for the exclusive use of the subscriber named below. Any use by others is strictly prohibited. Use of this form does not indicate membership in Texas REALTORS®. Produced with zipFonn®by zipLogix 18070 Fifteen Mile Road.Fraser,Michigan 48026 www zipLogix.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 ciNANCING: Buyer will finance the portion of the sales price under Paragraph 3B as follows: J A. Inn, j„ Financing: One or more third party loans in the total amount of$ . This contract: (1) is not contingent. Qi Iver obtaining third party financing. (2) is contingent upon Buy... +wining third party financing in accordance with the attached Commercial Contract Financing Ham_ -'"m (TXR-1931). B. Assumption: In accordance with the attached Cort,. ,l Contract Financing Addendum (TXR-1931), Buyer will assume the existing promissory note secured riy , property, which balance at closing will be $ C. Seller Financing: The delivery of a promissory note and deed of trust from Buy... gAller under the terms of the attached Commercial Contract Financing Addendum (TXR-1931) in tii. ^tint of 5. EARNEST MONEY. Business A. Not later than 5 days after the effective date, Buyer must deposit $ 20,000.00 as earnest money with See Special Provisions (Paragraph 12) (title company) at (address) (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of$ with the title company to be made part of the earnest money on or before: (i) days after Buyer's right to terminate under Paragraph 7B expires; or (ii) Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY, SURVEY, AND UCC SEARCH: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. X (b) will be amended to read "shortages in areas" at the expense of j(; Buyer J Seller. (3) Within 30 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 2 of 14 Produced with zipForme by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 yw+w.ziologix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 B. Survey: Within 45 days after the effective date: ® (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/NSPS Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer $0.00 (insert amount) of the cost of the survey at closing, if closing occurs. (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/NSPS Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, _ Seller _ Buyer (updating party), will, at the updating party's expense, obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to the other party and the title company within 30 days after the title company notifies the parties that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 30 days if necessary for the updating party to deliver an acceptable survey within the time required. The other party will reimburse the updating party (insert amount or percentage) of the cost of the new or updated survey at closing, if closing occurs. r' UGC Search: j� (1) Wiwi'? after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform Commercial Code , _, -roared by a reporting service and dated after the effective date. The search must identify documel ^n file with the Texas Secretary of State and the county where the Property is located that relate to 0,, ' ^rrtoerty on the Property and show, as debtor, Seller and all other owners of the personal property in uta _ (2) Buyer does not require Seller to furnish a UCC search. CI. Buyer's Objections to the Commitment,_Survey,and_UCC Search: (1) Within 15 days after Buyer receives the last of the commitment, copies of the documents evidencing the title exceptions, any required survey, and any required UCC search, Buyer may object to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title to the real or personal property described in Paragraph 2 other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). If the commitment or survey is revised or any new document evidencing a title exception is delivered, Buyer may object to any new matter revealed in such revision or new document. Buyer's objection must be made within the same number of days stated in this paragraph, beginning when the revision or new document is delivered to Buyer. If Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (i) the date Buyer actually receives the survey; or (ii) the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer , Page 3 of 14 Produced with zipFonn®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zi Looix coal Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (3) Buyer's failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: AS-IS,WHERE IS B. Feasibility Period: Buyer may terminate this contract for any reason within 120 days after the effective date (feasibility period) by providing Seller written notice of termination. (1) Independent Consideration. (Check only one box and insert amounts.) X, (a) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ 1,000.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. Ifno_dollar amount_is_stated_in_this_Paragraph_7B(1)_or_if_Buyer_fails_to_deposit_the_earnest_money,_Buyer will-not-have-the-right-to-terminate-under-this-Paragraph-7B. (b) Not later than 3 days after the effective date, Buyer must pay Seller $ as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the right to_terminate under this Paragraph 7B. (2) Feasibility Period Extension: Prior to the expiration of the initial feasibility period, Buyer may extend the feasibility period for a single period of an additional days by depositing additional earnest money in the amount of$ with the title company. If no dollar amount is stated in this Paragraph or if Buyer fails to timely deposit the additional earnest money, the extension of the feasibility period will not be effective. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Seller, at Seller's expense, will turn on all utilities necessary for Buyer to make inspections, studies, or assessments. (3) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (4) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from (TXR-1801)4-1-18 Initialed for Identification by Seller , and Buyer Page 4 of 14 Produced with zipFonn®by zipLogix 18070 Fifteen Mile Road.Fraser,Michigan 48026 www zioLogix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract."In no event shall Buyer have any indemnity obligations under Paragraph 7.C(3)with respect to any matters to the extent arising from Buyer's discovery of a pre-existing D. Property Information: condition on the property" (1) Delivery of Property Information: Within 7 days after the effective date, Seller will deliver to Buyer: (Check all that apply.) _ (a) a current rent roll of all leases affecting the Property certified by Seller as true and correct; (b) copies of all current leases, including any mineral leases, pertaining to the Property, including any modifications, supplements, or amendments to the leases; (c) a current inventory of all personal property to be conveyed under this contract and copies of _ any leases for such personal property; (d) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller _ will not pay in full on or before closing; (e) copies of all current service, utility, maintenance, and management agreements relating to the _ ownership and operation of the Property; (f) copies of current utility capacity letters from the Property's water and sewer service provider; (g) copies of all current warranties and guaranties relating to all or part of the Property; (h) copies of fire, hazard, liability, and other insurance policies that currently relate to the Property; (i) copies of all leasing or commission agreements that currently relate to the tenants of all or part of the Property; (j) a copy of the "as-built" plans and specifications and plat of the Property;in sellers possession (k) copies of all invoices for utilities and repairs incurred by Seller for the Property in the 24 months immediately preceding the effective date; (1) a copy of Seller's income and expense statement for the Property from to ; [I (m)copies of all previous environmental assessments, geotechnical reports, studies, or analyses made on or relating to the Property; in sellers possession (n) real and personal property tax statements for the Property for the previous 2 calendar years; (o) Tenant reconciliation statements including, operating expenses, insurance and taxes for the Property from to ; and X (p) any Architectural or Engineering reports along with Sellers most recent survey • (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) X (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in _ other than an electronic format and all copies that Buyer made of those items; (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied in any format; and I (c) deliver to Seller copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer , Page 5 of 14 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zipLoaix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 ' EASES: A. L written lease Seller is to assign to Buyer under this contract must be in full force and effect acco,_ to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make G 'mendment or modification to any existing lease without Buyer's written consent. Seller must disclose, -iting, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently OC.,_ .'-fore closing: (1) any failure by Seller . -mply with Seller's obligations under the leases; (2) any circumstances undo, - lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any non-occupancy of the leasea t_ ''ses by a tenant; (4) any advance sums paid by a tenant url4 -nv lease; (5) any concessions, bonuses, free rents, reba, '-'rokerage commissions, or other matters that affect any lease; and (6) any amounts payable under the leases that have bet. signed or encumbered, except as security for loan(s) assumed or taken subject to under this contras,. B. Estoppel Certificates: Within days after the effective date, St.. ""ill deliver to Buyer estoppel certificates signed not earlier than by eo. ,nant that leases space in the Property. The estoppel certificates must include the certifications containtr the current version of TXR Form 1938 - Commercial Tenant Estoppel Certificate and any additional imp.. `ion requested by a third party lender providing financing under Paragraph 4 if the third party lender , -sts such additional information at least 10 days prior to the earliest date that Seller may deliver ti,_ '-'ned estoppel certificates. 9. BROKERS: A. The brokers to this sale are: Principal Broker: Wheeler-Commercial Cooperating Broker: Newmark Knight Frank Agent: Lee Wheeler,III CCIM Agent: Rob Stillwell/Greg Marconi Address: 400 Neches Address: 1700 Post Oak Blvd.,2 BLVD Place,Suite 250 Beaumont,TX 77701 Houston,TX 77056 Phone&Fax: 409.899.3000 Phone & Fax: 713.599.5182/713.599.5190 E-mail: lwheeler@wheeler-commercial.com E-mail: rstillwell@ngkf.com/gmarconi@ngkf.com License No.: 467055 License No.: 398639/613453 Principal Broker: (Check only one box) Cooperating Broker represents Buyer. X' represents Seller only. represents Buyer only. is an intermediary between Seller and Buyer. B. Fees: (Check only(1) or(2) below.) (Complete the Agreement Between Brokers on page 14 only if(1) is selected.) (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. _2X_, (2) At the closing of this sale, Seller will pay: (TXR-1801)4-1-18 Initialed for Identification by Sellerand Buyer Page 6 of 14 Produced with zipForrr8 by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zioLooix.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: of the sales price. _ % of the sales price. X 3%of the 1st Million and 2%of balance of sales price X 3%of the 1st Million and 2%of balance of sales price The cash fees will be paid in Jefferson County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) X 45 days after the expiration of the feasibility period. (specific date). (2) 7 days after objections made under Paragraph 6D have been cured or waived. B. If either party fails to close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver to Buyer, at Seller's expense, a general x special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or Uniform Commercial Code or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) a bill of sale with warranties to title conveying title, free and clear of all liens, to any personal property defined as part of the Property in Paragraph 2 or sold under this contract; (3) an assignment of all leases to or on the Property; (4) to the extent that the following items are assignable, an assignment to Buyer of the following items as they relate to the Property or its operations: (a) licenses and permits; (b) service, utility, maintenance, management, and other contracts; and (c) warranties and guaranties; (5) a rent roll current on the day of the closing certified by Seller as true and correct; (6) evidence that the person executing this contract is legally capable and authorized to bind Seller; (7) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply with applicable tax law; and (ii) deliver the amount to the Internal Revenue Service together with appropriate tax forms; and (8) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and the issuance of the title policy, all of which must be completed and executed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 7 of 14 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLogixcom Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) Notwithstanding anything to the contrary contained in this contract,(1)all tasks relating to this contract typically associated with an escrow agent(including,without limitation,receipt of the contract,holding of any earnest money,facilitation of closing,and receipt of escrow fees)shall be handled by CHICAGO TITLE 609 Main Street,Suite 2350 Houston,TX 77002 Attn:Christine Belcher Karnauch;and(2)all non-escrow related tasks relating to this contract typically associated with a title company(including, without limitation,issuance of the title commitment and the title policy)shall be handled by TEXAS REGIONAL TITLE 7675 Folsom Drive,Building 100,Beaumont,TX 77706.Attn:Molly Mallet. 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed and any bill of sale; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation fees of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood and hazard insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; and (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 8 of 14 Produced with zipForne by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLoaix.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(4) which Seller may pursue, or (Check if applicable) B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money. less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce specific performance, or seek such other relief as may be provided by law, or both. 16. CASUALTY LOSS AND CONDEMNATION: A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date, Seller must restore the Property to its previous condition as soon as reasonably possible and not later than the closing date. If, without fault, Seller is unable to do so, Buyer may: (1) terminate this contract and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer; (2) extend the time for performance up to 15 days and closing will be extended as necessary; or (3) accept at closing: (i) the Property in its damaged condition; (ii) an assignment of any insurance proceeds Seller is entitled to receive along with the insurer's consent to the assignment; and (iii) a credit to the sales price in the amount of any unpaid deductible under the policy for the loss. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 9 of 14 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www.zioLooix.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 B. If before closing, condemnation proceedings are commenced against any part of the Property. Buyer may: (1) terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer; or (2) appear and defend the condemnation proceedings and any award will, at Buyer's election, belong to: (a) Seller and the sales price will be reduced by the same amount; or (b) Buyer and the sales price will not be reduced. 17.ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (i) damages; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. _�I CoilPr Buyer intend(s) to complete this transaction as a part of an exchange of like-kind properties in accoruo, Section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contei ' -"Change will be paid by the exchanging party. The other party will not incur any expense or liability with resile,,, ._ " - 'svr:hange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange `^ r.omply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Coae. ,.._ provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 19. MATERIAL FACTS: To the best of Seller's knowledge and belief: (Check only one box.) X A. Seller is not aware of any material defects to the Property except as stated in the attached Commercial Property Condition Statement(TXR-1408). B. Except as otherwise provided in this contract, Seller is not aware of: (1) any subsurface: structures, pits, waste, springs, or improvements; (2) any pending or threatened litigation, condemnation, or assessment affecting the Property; (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 10 of 14 Produced with zipForrne by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zioLoaix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (3) any environmental hazards or conditions that materially affect the Property; (4) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; (5) whether radon, asbestos containing materials, urea-formaldehyde foam insulation, lead-based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed on the Property; (6) any wetlands, as defined by federal or state law or regulation, on the Property; (7) any threatened or endangered species or their habitat on the Property; (8) any present or past infestation of wood-destroying insects in the Property's improvements; (9) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (10)any material physical defects in the improvements on the Property; or (11)any condition on the Property that violates any law or ordinance. (Describe any exceptions to (1)-(11) in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. RA. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22.AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts. collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) (1) Property Description Exhibit identified in Paragraph 2; (2) Commercial Contract Condominium Addendum (TXR-1930) or (TXR-1946); (3) Commercial Contract Financing Addendum (TXR-1931); (4) Commercial Property Condition Statement (TXR-1408); (5) Commercial Contract Addendum for Special Provisions (TXR-1940); (6) Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint _ Hazards (TXR-1906); (7) Notice to Purchaser of Real Property in a Water District (MUD); (8) Addendum for Coastal Area Property (TXR-1915); (9) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TXR-1916); X (10)Information About Brokerage Services (TXR-2501); and i (11)Information About Mineral Clauses in Contract Forms(TXR-2509);and (12)Notice to Purchaser regarding Jefferson County Drainage District 7;and As-Is Addendum (TXR-1801)4-1-18 Initialed for Identification by Sellerand Buyer Page 11 of 14 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 yrww zioLogix,com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (Note: Counsel for Texas REALTORS®(TXR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission(TREC)or published by Texas REALTORS®are appropriate for use with this form.) E. Buyer ® may assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all of Buyer's obligations under this contract. 23. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25.ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135, Texas Natural Resources Code, requires a notice regarding coastal area property to be included as part of this contract (the Addendum for Coastal Area Property(TXR-1915)may be used). E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract (the Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TXR-1916) maybe used). F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra-territorial jurisdiction (ETJ) of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. If apartments or other residential units are on the Property and the units were built before 1978, federal law requires a lead-based paint and hazard disclosure statement to be made part of this contract (the Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards (TXR-1906) may be used). (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer , Page 12 of 14 Produced with zipForrn10 by zipLogix 18070 Fifteen Mlle Road.Fraser,Michigan 48026 www.zioLoaix.corR Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 H. Section 1958.154, Occupations Code requires Seller to provide Buyer a copy of any mold remediation certificate issued for the Property during the 5 years preceding the date the Seller sells the Property. I. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. J. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or (2) drought or flood conditions." K. LICENSE HOLDER DISCLOSURE: Texas law requires a real estate license holder who is a party to a transaction or acting on behalf of a spouse, parent, child, business entity in which the license holder owns more than 10%, or a trust for which the license holder acts as a trustee or of which the license holder or the license holder's spouse, parent or child is a beneficiary, to notify the other party in writing before entering into a contract of sale. Disclose if applicable: Buyer is a licensed Texas Real Estate Broker 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: T-Major,LLC a Texas limited liability company Buyer: Texas 4L Properties,LP,a Texas limited partnership By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: (TXR-1801)4-1-18 Page 13 of 14 Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 yww.zipLogix.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 AGREEMENT BETWEEN BROKERS (use only if Paragraph 98(1)is effective) Principal Broker agrees to pay (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: $ , or % of the sales price, or % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: Cooperating Broker: By: By: ATTORNEYS Seller's attorney: Buyer's attorney: Address: Address: Phone&Fax: Phone&Fax: E-mail: E-mail: Seller's attorney requests copies of documents, Buyer's attorney requests copies of documents, notices, and other information: notices, and other information: the title company sends to Seller. the title company sends to Buyer. Buyer sends to Seller. Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: A. the contract on this day (effective date); B. earnest money in the amount of$ in the form of on Title company: Address: By: Phone&Fax: Assigned file number(GF#): E-mail: (TXR-1801)4-1-18 Page 14 of 14 Produced with zipForrme by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zioLogix corn EXHIBIT"A" BEING that certain 3.513 acre tract out of Lot 5, Block 9, Range "1-1" of Port Arthur Land Company Subdivision, a plat recorded in Volume I, Page 22 of the Jefferson County Map Records, and being that same called 3.514 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerics File No. 2004012950 of the Official Public Records of Real Property of Jeffs rson County, Texas, said 3 .513 acres being more particularly described by metes and hounds as follows: Basis of bearings is the Northeasterly right-of-way line of 9th Avenue and the Southwesterly line of the said 3.514 acre tract having been called North 48 degrees 47 minutes 00 seconds West 255.00 feet. COMMENCING at a 5/8" iron rod found at the intersection of the Southeasterly right-of-way line of 60th Street(60' R.O.\V.) with the Northeasterly line of 9th Avenue(120' R.O.W.) for the West corner of a tract conveyed to John W. Vanderburg as recorded in Film Code No. 104-78-0777 of the Real Property Records of Jefferson County,Texas; THENCE South 48 degrees 47 minutes 00 seconds Nast along the said Northeasterly right-of-way line of 9th Avenue a distance of 375.02 feet (Called South 48 degrees 47 minutes 00 seconds East) to a 1/2" capped iron rod set for the South corner of a 1.627 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2003017389 of the Official Public Records of Real Property of Jefferson County, Texas, the West corner of the said 3.513 acre tract and the Point of Beginning; TI-IENCE North 41 degrees II minutes 37 seconds East along the Northwesterly line of the said 3.513 acre tract a distance of 600.23 feet (Called North 41 degrees 10 minutes 20 seconds East 600.31 feet)to a 5/8" iron rod found for the North corner of the said 3,513 acre tract; TIIENCE South 48 degrees 48 minutes 08 seconds East along the Northeasterly line of the said 3 .513 acre tract a distance of 254.81 feet (Called South 48 degrees 47 minutes 00 seconds East 255.00 feet)to a 5/8" iron rod found the East corner of the said 3.513 acre tract; TI-IENCE South 41 degrees 10 minutes 33 seconds West along the Southeasterly line of the said 3.513 acre tract a distance of 600.31 feet(Called South 41 degrees 10 minutes 20 seconds West 600.35 feet)to a 1 %z" iron pipe found in the said Northeasterly right-of-way line of 9th Avenue for the South corner of the said 3.513 acre tract; THENCE North 48 degrees 47 minutes 00 seconds West along the said Northeasterly right-of-way line of 9th Avenue and the Southwesterly line of the said 3.513 acre tract a distance of 255.00 feet (Called North 48 degrees 47 minutes 00 seconds West 255.00 feet) to the POINT OF BEGINNING and CONTAINING 3.513 acres of land,more or less. TEXAS ASSOCIATION OF REALTORS' COMMERCIAL PROPERTY CONDITION STATEMENT USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED. ©Texas Association of REALTORS®,Inc.2014 CONCERNING THE PROPERTY AT: 5860 9th Street Port Arthur, TX 77642 THIS IS A DISCLOSURE OF THE SELLER'S KNOWLEDGE OF THE CONDITION OF THE PROPERTY AS OF THE DATE SIGNED. IT IS NOT A SUBSTITUTE FOR ANY INSPECTIONS OR WARRANTIES A BUYER OR TENANT MAY WISH TO OBTAIN. IT IS NOT A WARRANTY OF ANY KIND BY SELLER, SELLER'S AGENTS, LANDLORD, LANDLORD'S AGENTS OR ANY OTHER AGENT. PART 1 — Complete if Property is Improved or Unimproved Not Are you (Seller or Landlord) aware of: Aware Aware (1) any of the following environmental conditions on or affecting the Property: (a) radon gas? ❑ ❑ (b) asbestos components: (i) friable components? ❑ ❑ (ii) non-friable components? . ❑ ❑ (c) urea-formaldehyde insulation? ❑ ❑ (d) endangered species of their habitat? ❑ ❑ (e) wetlands? ❑ ❑ (f) underground storage tanks? ❑ ❑ (g) leaks in any storage tanks (underground or above-ground)? ❑ ❑ (h) lead-based paint? ❑ ❑ (i) hazardous materials or toxic waste? ❑ ❑ (j) open or closed landfills on or under the surface of the Property? ❑ ❑ (k) external conditions materially and adversely affecting the Property such as nearby landfills, smelting plants, burners, storage facilities of toxic or hazardous materials, refiners, utility transmission lines, mills, feed lots, and the like? ❑ ❑ (I) any activity relating to drilling or excavation sites for oil, gas, or other minerals? ❑ ❑ (2) previous environmental contamination that was on or that materially and adversely affected the Property, including but not limited to previous environmental conditions listed in Paragraph 1(a)-(l)? ❑ ❑ (3) any part of the Property lying in a special flood hazard area (A or V Zone)? ❑ ❑ (4) any improper drainage onto or away from the Property? ❑ ❑ (5) any fault line or near the Property that materially and adversely affects the Property? ❑ ❑ (6) air space restrictions or easements on or affecting the Property? ❑ ❑ (7) unrecorded or unplatted agreements for easements, utilities, or access on or to the Property? . . ❑ ❑ (TAR-1408)4-1-14lnitialed by Seller or Landlord: and Buyer or Tenant: Page 1 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 Not Aware Aware (8) special districts in which the Property lies (for example, historical districts, development districts, extraterritorial jurisdictions, or others)? ❑ ❑ (9) pending changes in zoning, restrictions, or in physical use of the Property? ❑ ❑ The current zoning of the Property is: (10) your receipt of any notice concerning any likely condemnation, planned streets, highways, railroads, or developments that would materially and adversely affect the Property (including access or visibility)? ❑ ❑ (11) lawsuits affecting title to or use or enjoyment of the Property? ❑ ❑ (12) your receipt of any written notices of violations of zoning, deed restrictions, or government regulations from EPA, OSHA, TCEQ, or other government agencies? ❑ ❑ (13) common areas or facilities affiliated with the Property co-owned with others? ❑ ❑ (14) an owners' or tenants' association or maintenance fee or assessment affecting the Property? ❑ ❑ If aware, name of association: Name of manager: Amount of fee or assessment: $ per Are fees current through the date of this notice? ❑ yes ❑ no ❑ unknown (15) subsurface structures, hydraulic lifts, or pits on the Property? ❑ ❑ (16) intermittent or weather springs that affect the Property? ❑ ❑ (17) any material defect in any irrigation system, fences, or signs on the Property? ❑ ❑ (18) conditions on or affecting the Property that materially affect the health or safety of an ordinary individual? ❑ ❑ (19) any of the following rights vested in others: (a) outstanding mineral rights? ❑ ❑ (b) timber rights? ❑ ❑ (c) water rights? ❑ ❑ (d) other rights? ❑ ❑ If you are aware of any of the conditions listed above, explain. (Attach additional information if needed.) (TAR-1408)4-1-14 Initialed by Seller or Landlord: and Buyer or Tenant: Page 2 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 PART 2— Complete only if Property is Improved A. Are you (Seller or Landlord) aware of any material defects in any of following on the Property? Not Not (1) Structural Items: Aware Aware Appl. (a) foundation systems (slabs, columns, trusses, bracing, crawl spaces, piers, beams, footings, retaining walls, basement, grading)? ❑ ❑ ❑ (b) exterior walls? ❑ ❑ ❑ (c) fireplaces and chimneys? ❑ ❑ ❑ (d) roof, roof structure, or attic (covering, flashing, skylights, insulation, roof penetrations, ventilation, gutters and downspouts, decking)? ❑ ❑ ❑ (e) windows, doors, plate glass, or canopies ❑ ❑ ❑ (2) Plumbing Systems: (a) water heaters or water softeners? ❑ ❑ ❑ (b) supply or drain lines? ❑ ❑ ❑ (c) faucets, fixtures, or commodes? ❑ ❑ ❑ (d) private sewage systems? ❑ ❑ ❑ (e) pools or spas and equipments? ❑ ❑ ❑ (f) sprinkler systems? ❑ ❑ ❑ (g) water coolers? ❑ ❑ ❑ (h) private water wells? ❑ ❑ ❑ (i) pumps or sump pumps? ❑ ❑ ❑ (3) HVAC Systems: any cooling, heating, or ventilation systems? ❑ ❑ ❑ (4) Electrical Systems: service drops, wiring, connections, conductors, plugs, grounds, power, polarity, switches, light fixtures, or junction boxes? ❑ ❑ ❑ (5) Other Systems or Items: (a) security or fire detection systems? ❑ ❑ ❑ (b) porches or decks? ❑ ❑ ❑ (c) gas lines? ❑ ❑ ❑ (d) garage doors and door operators? ❑ ❑ ❑ (e) loading doors or docks? ❑ ❑ ❑ (f) rails or overhead cranes? ❑ ❑ ❑ (g) elevators or escalators? ❑ ❑ ❑ (h) parking areas, drives, steps, walkways? . ❑ ❑ ❑ (i) appliances or built-in kitchen equipment? ❑ ❑ ❑ If you are aware of material defects in any of the items listed under Paragraph A, explain. (Attach additional information if needed.) (TAR-1408)4-1-14 Initialed by Seller or Landlord: and Buyer or Tenant: Page 3 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 B. Are you (Seller or Landlord) aware of: Not Aware Aware (1) any of the following water or drainage conditions materially and adversely affecting the Property: (a) ground water? ❑ ❑ (b) water penetration? ❑ ❑ (c) previous flooding or water drainage? ❑ ❑ (d) soil erosion or water ponding? ❑ ❑ (2) previous structural repair to the foundation systems on the Property? ❑ ❑ (3) settling or soil movement materially and adversely affecting the Property? ❑ ❑ (4) pest infestation from rodents, insects, or other organisms on the Property? ❑ ❑ (5) termite or wood rot damage on the Property needing repair? ❑ ❑ (6) mold to the extent that it materially and adversely affects the Property? . ❑ ❑ (7) mold remediation certificate issued for the Property in the previous 5 years? ❑ ❑ if yes, attach a copy of the mold remediation certificate. (8) previous termite treatment on the Property? ❑ ❑ (9) previous fires that materially affected the Property? ❑ ❑ (10) modifications made to the Property without necessary permits or not in compliance with building codes in effect at the time? ❑ ❑ (11) any part, system, or component in or on the Property not in compliance with the the Americans with Disabilities Act or the Texas Architectural Barrier Statute? .. ❑ ❑ If you are aware of any of conditions described under Paragraph B, explain. (Attach additional information, if needed.) The undersigned acknowledges receipt of the foregoing statement. T-Major, LLC a Texas limited Texas 4L Properties LP, a Texas limited Seller or Landlord: liability company Buyer or Tenant: Partnership By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: NOTICE TO BUYER OR TENANT: The broker representing Seller or Landlord, and the broker representing you advise you that this statement was completed by Seller or Landlord, as of the date signed. The brokers have relied on this statement as true and correct and have no reason to believe it to be false or inaccurate. YOU ARE ENCOURAGED TO HAVE AN INSPECTOR OF YOUR CHOICE INSPECT THE PROPERTY. (TAR-1408)4-1-14 Page 4 of 4 "AS IS" ADDENDUM THIS CONTRACT IS AN ARMS-LENGTH AGREEMENT BETWEEN THE PARTIES. THE PURCHASE PRICE WAS BARGAINED ON THE BASIS OF AN "AS IS, WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES,OR EXPRESS OR IMPLIED WARRANTIES,EXCEPT FOR (i) THOSE CONTAINED IN PARAGRAPH 19.A OF THE CONTRACT AND THE PROPERTY CONDITION STATEMENT ATTACHED THERETO AND(ii)THE SPECIAL WARRANTY OF TITLE IN THE DEED (COLLECTIVELY, THE "LIMITED MATTERS"). THE PROPERTY WILL BE CONVEYED TO BUYER IN AN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. SELLER MAKES NO WARRANTY OF CONDITION, MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY.ALL WARRANTIES,EXCEPT WITH RESPECT TO THE LIMITED MATTERS, ARE DISCLAIMED. The foregoing terms shall survive the closing. 5074411.2 NOTICE TO PURCHASER The real property, described below,which you are about to purchase is located in the Jefferson County Drainage District No. 7. The District has taxing authority separate from any other taxing authority, and may, subject to voter approval, issue an unlimited amount of bonds and levy an unlimited rate of tax in payment of such bonds. As of this date,the most recent rate of taxes levied by the District on real property located in the District is$0.165305 on each $100.00 of assessed evaluation. The total amount of bonds which has been approved by the voters and which have been or may, at this date, be issued is $0.00, and the aggregate initial principal amounts of all bonds issued for one or more of the specified facilities of the District and payable in whole or in part from property taxes is $0.00. The District has $19,480,000 in aggregate principal amount of maintenance notes which are payable from any lawfully available funds of the District, including the proceeds of maintenance taxes. The District is located, in part, in the cities of Port Arthur,Nederland, Groves, and Port Neches, Texas, and their extraterritorial jurisdictions. The purpose of this District is to provide drainage and flood control facilities and services within the District through the issuance of bonds payable in whole or in part from property taxes. The cost of these utility facilities is not included in the purchase price of your property, and these utility facilities are owned or to be owned by the District. The legal description of the property you are acquiring is as follows: See Exhibit"A"attached hereto and incorporated herein for all purposes. PURCHASERS ARE ADVISED THAT THE INFORMATION ON THIS FORM IS SUBJECT TO CHANGE BY THE DISTRICT AT ANY TIME. THE DISTRICT ROUTINELY ESTABLISHES TAX RATES DURING THE MONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR, EFFECTIVE FOR THE YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT. PURCHASERS ARE ADVISED TO CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OR PROPOSED CHANGES TO THE INFORMATION SHOWN ON THIS FORM. Date: "Sellers" The undersigned purchasers hereby acknowledge receipt of the foregoing notice at or prior to execution of a binding contract for the purchase of the real property described in such notice or at closing of purchase of the real property. Date: "Purchasers" 11-2-2015 Information About Brokerage Services TRECTexas law requires all real estate license holders to give the following information abouts m brokerage services to prospective buyers, tenants,sellers and landlords. TEXAS REAL ESTATE COMMISSION TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities,including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW(A client is the person or party that the broker represents): • Put the interests of the client above all others,including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client;and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement. A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print,set forth the broker's obligations as an intermediary.A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer)to communicate with, provide opinions and advice to,and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party,disclose: o that the owner will accept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer; and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose, unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer.A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES,ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you,and your obligations under the representation agreement. • Who will pay the broker for services provided to you,when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION:This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records. Newmark Knight Frank 537005 7136268888 Licensed Broker/Broker Firm Name or License No. Email Phone Primary Assumed Business Name Arispah Lispah Hogan 342405 Ihogan@ngkf.corn 7134909994 Designated Broker of Firm License No. Email Phone Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Rob Stillwell/Greg Marconi 398639/613453 rstillwell@ngkf.com/gmarconi@ngkf.com 71359951821713-5995190 Sales Agent/Associate's Name License No. Email Phone Buyer/Tenant/Seller/Landlord Initials Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TABS 1-0 11/2/2015 A Information About Brokerage Services EQUAL HOJEINC Texas law requires all real estate licensees to give the following information about .a, brokerage services to prospective buyers, tenants, sellers and landlords. TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities, including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW(A client is the person or party that the broker represents): • Put the interests of the client above all others, including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client;and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement. A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print,set forth the broker's obligations as an intermediary.A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer)to communicate with, provide opinions and advice to,and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party,disclose: o that the owner will accept a price less than the written asking price: o that the buyer/tenant will pay a price greater than the price submitted in a written offer;and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose, unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer.A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES,ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you, and your obligations under the representation agreement. • Who will pay the broker for services provided to you,when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION: This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records. Wheeler Commercial 579943 (wheeler@wheeler-commercial.com (409)899-3300 Licensed Broker/Broker Firm Name or License No. Email Phone Primary Assumed Business Name Lee Y.Wheeler,III 467055 Iwheelert wheeler-commercial.com (409)899-3300 Designated Broker of Firm License No. Email Phone Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Sales Agent/Associate's Name License No. Email Phone Buyer/Tenant/Seller/Landlord Initials Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TXR-2501 TABS 1-0 Date Lee Wheeler,400 Neches Beaumont TX 77701 Phone:409-899-3300 Fax:409-899-3301 Calder Lillian Lee wheeler Produced with zipForm®by zipLogix 18070 Fifteen Mile Road,Fraser,Michigan 48026 www zioLooix con"