Contract Purchase Form

Contract for the Sale and Purchase of Commercial or Industrial Property

Agreement made on the between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Purchaser, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Seller.

1. The undersigned Seller agrees to sell to Purchaser the real property described in Exhibit A attached hereto and made a part hereof, together with all improvements on the property and appurtenances to it, and the articles of equipment and other personal property listed in Exhibit B, which is attached and incorporated by reference. The real and personal property described above is collectively referred to in this Agreement as Property. The transfer to Purchaser shall include all right, title, and interest of Seller in and to all streets, alleys, roads, and avenues adjoining the Property, and shall further include any award for damaging or taking by eminent domain by public or quasi-public authority, of the Property or any part of it.

2. Title and Conveyance

Seller is to convey title by general warranty deed and provide Purchaser with a Certificate of Title prepared by an attorney upon whose certificate of title insurance may be obtained from a title insurance company qualified to do and doing business in the State of . Seller shall, prior to or at closing, satisfy all outstanding mortgages, deeds of trust and special liens affecting the subject property which are not specifically assumed by Purchaser herein. Title shall be good and marketable, subject only to the following items: ; otherwise Purchaser, at its option, may: (i) if defects cannot be cured by designated closing date, cancel this contract, in which case all earnest money deposited shall be returned; (ii) accept title as is; or (iii) if the defects are of such character that they can be remedied by legal action within a reasonable time, permit Seller such reasonable time to perform the curative work at Seller’s expense. In the event that the curative work is performed by Seller, the time specified herein for closing of this sale shall be extended for a reasonable period necessary for such action. Seller represent that the property is zoned industrial and that no government agency has served any notice requiring repairs, alterations or corrections of any existing condition except as stated herein.

3. The purchase price for property is $ and is payable in cash (or certified check) at closing.

4. Conveyance of title shall be made and sale closed within days after the date of this Agreement. Title shall be evidenced by a standard form title insurance policy issued by , insuring title to property to be in Purchaser, subject only to the matters set forth in Paragraph 2 of this Agreement.

5. If, at the time of transfer of title, property or any part of property is subject to an assessment or assessments payable in installments, all such installments not due or delinquent at the time of transfer shall nevertheless be deemed to be due and payable at such time and as liens on the Property described above, and all such assessments shall be paid and discharged by Seller.

6. The following items shall be prorated as of the closing date: rentals, real estate taxes due but not delinquent, and prepaid insurance premiums, .

7. The closing date for this transaction shall be . The possession date is the same as the closing date.

8. Risk of Loss, Maintenance, and Transfer of Possession

A. Risk of loss or damage by fire or other casualty to property or any part of property prior to closing shall be the risk of Seller. In the event of such loss or damage prior to closing, this Agreement shall not be affected but Seller shall assign to Purchaser all rights under any insurance policy or policies applicable to the loss. If action is necessary to recover under any casualty policy, Seller shall grant permission to bring the action in Seller's name.

B. Improvements and personal property described above shall be maintained in their present condition prior to the close of escrow by Seller, wear from normal and reasonable use and deterioration excepted.

C. Possession of property, subject to the leases and tenancies referred to above, shall be transferred at close.

9. Industrial Zoning

Seller warrants that property is zoned for industrial purposes and that all existing uses are lawful and within such zoning. Purchaser plans the use of property for .

10. Deposit

Purchaser have deposited with Seller the sum of $ cash as earnest money. The same is to be applied to the cash down payment on closing of this transaction. Should Purchaser require approval for a specified loan for any part of the purchase price, and after applying therefore in good faith, be unable to secure such loan, then the earnest money shall be returned in full to Purchaser. However, if within days Purchaser refuses to diligently pursue loan approval, or fail or refuse within days after the issuance of a loan commitment, to execute all documents necessary for said loan, Purchaser shall be considered in default under the terms of this contract and Seller shall have such recourse as is delineated in Paragraph 13 herein. This contract shall expire on at . If Purchaser has not performed under the contract by said date, Seller shall be entitled to the earnest money without reduction. Provided however, if the title to the property is defective, then the earnest will be returned to the Purchaser.

11. Special Liens Special Liens against the property shall be paid by Seller, if any, at closing.

12. Special Provisions

13. Breach of Contract

In the event of breach of this contract by Purchaser, Seller shall accept the earnest money deposit as liquidated damages and this contract shall then be null and void.

In the event of breach of contract by Seller, Purchaser at its option may either:

A. Accept the return of the earnest money deposit and cancel the contract, or

B. Enter suit for damages in any court of competent jurisdiction, or (b) enter suit in any court of competent jurisdiction for specific performance.

C. If it becomes necessary to the performance of the conditions of this contract for either party to initiate litigation, then the losing party agrees to pay reasonable attorney's fees and court costs in connection therewith.

14. Survival of Contract: All express representations, warranties and covenants contained herein shall survive closing.

15. Condition of Property and Acceptance

Purchasers hereby represent that they have personally inspected and examined the Above mentioned premises and all improvements thereon and accept the property in its as is and present condition. Purchasers hereby acknowledge that unless otherwise set forth in writing elsewhere in this contract neither Sellers nor their representatives have made any representations concerning the present or past condition of the property.

16. Seller hereby represents that it is not aware of any flooding, or drainage problems with the subject property, or the presence of radon gas, or any form of hazardous material. Seller further represent that they are not aware of any visible or hidden defects.

17. Damage by Fire, Etc.

This contract is further conditioned upon delivery of the improvements in their present condition and in the event of damage by fire or otherwise, before closing, Purchaser may declare this contract void and shall be entitled to the return of their earnest money, or Purchaser may elect to complete the transaction in accordance with this contract provided the property is restored by Seller at Seller’s expense prior to closing.

18. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

19. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

20. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

21. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

22. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

23. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

24. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

25. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

26. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

27. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.