Dairy Industries Purchase Agreement

DAIRY INDUSTRIES PURCHASE AGREEMENT

This Purchase Agreement (the Agreement) is made and entered into as of Effective Date: , by and between Seller Name: (Seller) and Buyer Name: .

PARTIES AND CONTACTS

PROPERTY IDENTIFICATION

Property Address:

PURCHASE PRICE AND PAYMENT

Purchase Price: $ . Earnest Money Deposit: $ to be delivered to Escrow Agent:

Buyer shall deliver written loan commitment by: . If Buyer fails to obtain financing within the contingency period, Buyer may terminate this Agreement and receive return of Earnest Money, except as otherwise provided herein.

INSPECTIONS AND DUE DILIGENCE

Inspection Period: days from Effective Date. Buyer shall have the right to conduct environmental, structural, mechanical, and operation inspections specific to dairy processing and agricultural activities. Seller shall provide access and all material records reasonably requested by Buyer.

CLOSING AND POSSESSION

Closing Date: . Possession Date:

At Closing, Seller shall deliver lawful marketable title subject only to Permitted Exceptions. Closing costs shall be allocated as follows: Title policy cost paid by ; escrow fees paid as agreed in escrow instructions.

DISCLOSURES — DAIRY & ENVIRONMENTAL

Lead-Based Paint Disclosure: Yes No

Known Environmental Liabilities (spills, CAFO, waste lagoons, fuel storage): Yes No

Mold, Water Intrusion, or Structural Damage Known by Seller: Yes No

REPRESENTATIONS, WARRANTIES AND COVENANTS

Seller represents and warrants that Seller is the lawful owner of the Property, has full authority to sell, that there are no undisclosed liens or encumbrances, and that to Seller's knowledge there are no material violations of federal, state, or local environmental laws affecting the Property, except as disclosed in Disclosure Details. Seller covenants to deliver possession free of tenants and third-party interests, subject to matters disclosed in writing.

Buyer represents that Buyer has the authority to enter into this Agreement and will timely perform Buyer's obligations. Buyer acknowledges that operation of a dairy industry facility involves specific regulatory and licensing considerations which are Buyer's responsibility to investigate during the Inspection Period.

DEFAULT, REMEDIES AND LIQUIDATED DAMAGES

If Buyer defaults in performance under this Agreement beyond a Cure Period of days after written notice, Seller may elect to retain Earnest Money as liquidated damages or seek specific performance, at Seller's election. If Seller defaults and cannot convey marketable title at Closing, Buyer may elect specific performance or termination and return of Earnest Money, and may recover reasonable costs and expenses.

INDEMNIFICATION AND INSURANCE

Seller shall indemnify and defend Buyer against claims arising from Seller's breach of representations concerning pre-existing conditions and matters occurring prior to Closing. Buyer shall obtain at Buyer's expense liability insurance and, where applicable, pollution/legal liability insurance covering operations on and after possession.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by the laws of the State where the Property is located. This Agreement, including all schedules and exhibits executed by the parties, constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements with respect to the Property. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other addresses as the parties may designate in writing) by certified mail, return receipt requested, or by nationally recognized overnight courier.

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Time is of the essence with respect to the performance of each obligation under this Agreement unless otherwise expressly provided.

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