Land Purchase Agreement

LAND PURCHASE AGREEMENT

Parties

Recitals

WHEREAS, Seller represents that Seller is the sole legal owner of certain real property located in the jurisdiction identified below, more particularly described in Section "Property Description" of this Agreement; and

WHEREAS, Buyer desires to purchase the Property and Seller desires to sell the Property upon the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the complete terms and conditions of the sale and purchase of the Property.

Scope of Sale / Property Description

Purchase Price and Payment Terms

Purchase Price: $ payable as set forth below.

Late Payment Penalty: If any payment due from Buyer is not received by Seller within days after the due date, Buyer shall pay a late fee equal to on the overdue amount, together with all costs of collection.

Closing; Title; Adjustments

Closing Date: Month Day Year .

At Closing, Seller shall deliver to Buyer a marketable, insurable title by general warranty deed (or other instrument appropriate to effectuate conveyance). Title shall be free of liens and encumbrances except those disclosed in writing prior to execution of this Agreement. All customary closing costs, title insurance premiums, recording fees, and transfer taxes shall be allocated as follows:

Inspections and Due Diligence

Buyer shall have a due diligence period of days from the Effective Date to inspect the Property, obtain surveys, environmental reports, permits and approvals. Buyer shall provide written notice to Seller of any objection(s) prior to expiration of the due diligence period. If Buyer fails to timely notify Seller of objections, Buyer shall be deemed to have accepted the Property in its present condition.

Representations and Warranties

Seller warrants that Seller has full authority to sell the Property, that there are no undisclosed material defects known to Seller, and that no pending litigation affects the Property except as disclosed in writing to Buyer. Buyer represents that Buyer has authority to enter into this Agreement and has had the opportunity to conduct all inspections and investigations Buyer deems necessary.

Default and Remedies

If Buyer fails to close as required by this Agreement (other than as a direct result of Seller's default), Seller may retain the earnest money as liquidated damages or pursue specific performance or other remedies permitted by law. If Seller fails to convey marketable title at Closing, Buyer may obtain specific performance, terminate this Agreement and receive return of earnest money, or pursue other remedies as provided by law.

Risk of Loss

Risk of loss or damage to the Property shall remain with Seller until Closing. If material damage occurs prior to Closing, Buyer may elect to proceed to Closing at an agreed reduction in Purchase Price, terminate this Agreement and receive return of earnest money, or seek other remedies as provided in this Agreement.

Confidentiality

The parties acknowledge that negotiations and the terms of this Agreement constitute confidential business information. Neither party shall disclose the terms of this Agreement or any non-public information received from the other party to any third party except as required by law, to lenders or title/escrow agents involved in the transaction, or to the party's legal, financial or tax advisors, provided such advisors are informed of the confidentiality obligations herein. Breach of this paragraph shall entitle the non-breaching party to injunctive relief and any other remedy at law or equity.

Notices

Term; Termination

This Agreement shall become effective on the date when the last party executes it (the "Effective Date") and shall terminate upon Closing or earlier termination in accordance with its terms. The Effective Date: Month Day Year .

Either party may terminate this Agreement by providing written notice to the other party if the other party materially defaults and fails to cure such default within days after receipt of written notice specifying the default.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

Entire Agreement

This Agreement, together with documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the transaction contemplated hereby and supersedes all prior oral or written agreements, representations and understandings. No amendment shall be effective unless in writing and signed by both parties.

Miscellaneous Provisions

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: No waiver of any breach shall be deemed a waiver of any other breach. Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Buyer may assign to an affiliate or lender in connection with financing, provided Buyer remains liable for performance.

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