Real Estate Estate Agreement

REAL ESTATE ESTATE AGREEMENT

This Real Estate Estate Agreement (the "Agreement") is made on by and between Seller Name: whose address is (the "Seller"), and Buyer Name: whose address is (the "Buyer").

RECITALS

WHEREAS, Seller is the owner of certain real property and improvements located at and legally described below; and

WHEREAS, Buyer desires to purchase and acquire, and Seller desires to sell and convey, all of Seller's right, title and interest in and to such real property on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend that the transaction contemplated by this Agreement be consummated in accordance with the terms and provisions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. PROPERTY

2. PURCHASE AND SALE

Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, all of Seller's right, title and interest in and to the Property by general warranty deed (or other deed required by applicable law) free and clear of all liens and encumbrances except those expressly permitted by this Agreement.

3. PAYMENT TERMS

The Purchase Price shall be paid as follows: earnest money deposited with the Escrow Agent at execution of this Agreement as provided above; the balance to be paid at Closing by wire transfer of immediately available funds, certified or cashier's check, or other means acceptable to the parties.

☐ Buyer shall have days from the Effective Date to obtain financing approval as provided in a separate financing addendum. If Buyer fails to secure financing within such period, Seller may terminate this Agreement by written notice to Buyer.

4. CLOSING

The Closing of the transaction contemplated by this Agreement (the "Closing") shall occur on or before at the offices of the Title Company or at such other place as the parties may mutually agree in writing. At Closing, Seller shall deliver to Buyer a duly executed and acknowledged general warranty deed conveying fee simple title to the Property.

5. TITLE; CONVEYANCE

Seller shall convey good and marketable title to the Property at Closing by general warranty deed, subject only to (a) zoning and land use ordinances, (b) easements and restrictions of record that do not materially impair the current use of the Property, and (c) other exceptions expressly approved by Buyer in writing. Seller shall deliver at Closing a current owner's policy of title insurance in an amount equal to the Purchase Price, subject to standard exceptions.

6. SELLER REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer, as of the Effective Date and as of Closing, that: (a) Seller is the lawful owner of the Property and has the full right and authority to sell the Property; (b) there are no outstanding contracts for sale, leases (other than those disclosed in writing), options or rights of first refusal affecting the Property except as disclosed in writing to Buyer; (c) to Seller's actual knowledge, there are no material violations of applicable environmental laws affecting the Property, and there are no disposal sites or storage of hazardous materials on the Property except as disclosed in writing; and (d) Seller has not received any notice of, nor is Seller aware of, any pending or threatened condemnation or other governmental taking affecting the Property.

7. BUYER REPRESENTATIONS

Buyer represents that Buyer has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, and that Buyer has had the opportunity to inspect the Property and to review public records and other matters relevant to Buyer's purchase decision. Buyer acknowledges that, except for the express representations and warranties set forth in this Agreement, Seller makes no warranties, express or implied, concerning the Property.

8. INSPECTIONS; ACCESS

Buyer shall have days from the Effective Date to conduct any and all physical inspections and investigations of the Property at Buyer's expense. Seller shall provide reasonable access to the Property for such inspections. Any defects disclosed by inspections may be addressed as provided in this Agreement or by written amendment signed by both parties.

9. PRORATIONS AND CLOSING ADJUSTMENTS

Real estate taxes, assessments, rents, utilities, and other income and expenses attributable to the Property shall be prorated as of the Closing Date. Any security deposits or prepaid items held by Seller shall be delivered to Buyer at Closing and credited accordingly.

10. DEFAULT; REMEDIES

If Buyer defaults in performance of Buyer's obligations under this Agreement, Seller may, at Seller's option, terminate this Agreement and retain the earnest money as liquidated damages, or pursue any other remedy available at law or in equity. If Seller defaults, Buyer may either (a) seek specific performance of this Agreement, or (b) terminate this Agreement and recover the return of Buyer's earnest money and any actual damages incurred as a direct result of Seller's breach.

11. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its affiliates, agents and representatives against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of any breach of such Indemnifying Party's representations, warranties or covenants contained in this Agreement, or arising from the Indemnifying Party's negligence or willful misconduct in connection with this Agreement.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered, delivered by a nationally recognized overnight carrier, or three (3) business days after deposit in the U.S. mail, postage prepaid, addressed to the party at the address set forth below or at such other address as such party may specify by notice to the other party.

13. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state where the Property is located, without regard to principles of conflict of laws. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the county in which the Property is situated, and each party irrevocably submits to the jurisdiction of such courts.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified or severed to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic means, including by electronically transmitted signature pages, shall constitute valid and binding execution for all purposes.

17. MISCELLANEOUS

The covenants, representations and warranties of the parties contained in this Agreement shall survive the Closing to the extent applicable. Time is of the essence with respect to the performance of each party's obligations under this Agreement, except where this Agreement expressly provides otherwise.

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