Blueprint





  Exhibit 10.14











 



PURCHASE AND SALE AGREEMENT



(DEVELOPED - BULK)


This
Purchase and Sale Agreement (“Agreement”) is made between
150 CCM Black Oak, Ltd. a Texas
limited partnership (collectively “Seller” and/or “Developer”, whether one or more)
and Houston LD, LLC
(“Buyer”).

 


1. Sale
of Property/Lots. Seller agrees to sell and Buyer agrees to
purchase, subject to the terms and conditions of this Agreement,
certain property more particularly described as
follows:

 


124
Lots located in the Lakes at Black Oak Subdivision, Magnolia,
Montgomery County, Texas, as more particularly referenced and
described on the “Plat” attached hereto as Exhibit A, and specifically
including the Lot Numbers listed on Exhibit A.


together
with all improvements thereon and all appurtenant rights of Seller
including, without limitation, any rights of ingress and egress
through the adjacent streets, roads, infrastructure, alleys and
right-of-ways and such other rights as may be specified in this
Agreement (collectively the “Property”, which may refer also to
the lots included therein). Buyer and Seller acknowledge and
understand the location and description of the Property referenced
and described herein, regardless of the sufficiency of any legal
description.

 


2. Purchase
Price. The Purchase Price for
Property shall be $6,175,000.00
and allocated as
follows:

 


	

50 lf
Lot

	

$44,000

	

Number
of lots: 53

	

$2,332,000


	

60 lf
Lot

	

$54,000

	

Number
of lots: 70

	

$3,780,000


	

70 lf
Lot


 

	

$63,000


 

	

Number
of lots: 1


 

	

$63,000


 







The
Purchase Price shall be payable as follows:

 




a.

Within two (2) business days of the Effective
Date, Buyer shall deliver $50,000 to Texas State Title,
attn. Cody Sobieski, Pres. 281-640-7660
(“Escrow Agent”) as earnest money to be credited toward
the Purchase Price at the Closing. In addition, Buyer shall deliver
along with the earnest money the independent consideration for the
inspection period in Paragraph 4
below.





 




b.

Within two (2) business days after the expiration
of the Inspection Period, Buyer shall deliver to the Escrow Agent
an additional $100,000 non-refundable earnest money deposit, which
shall be considered earnest money for all purposes under this
Agreement, except that it is non-refundable unless
Seller defaults.





 




c.

The
remaining balance of the Purchase Price shall be paid in cash or
its equivalent at Closing as specified below, as adjusted for
prorations and closing costs described below, and subject to
exceptions contained herein.





 




d.

In addition to the Purchase Price, Buyer agrees to
pay $2,500 per lot at Closing as a “community enhancement
fee” which Seller will apply exclusively towards funding an
amenity package on the Property. The current proposed amenity
package is attached on Exhibit B
hereto.





 


The
Purchase Price to be paid by Buyer for the Property is conditioned
upon Seller’s delivery of the Property in compliance with the
terms and conditions of this Agreement.

 


3. Effective
Date. The Effective Date shall
be the date when the last one of the Buyer or Seller executes this
Agreement.

 



 

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4. Due
Diligence Inspection Period.
For the independent consideration of $500 paid to the Escrow Agent
in accordance with Paragraph 2.a
above, Buyer shall have forty-five
(45) days from the Effective Date (“Inspection
Period”) in which the
Buyer may perform inspections and non-invasive testing, at its sole
expense, to determine if the Property and lots located therein, in
its sole discretion, is suitable for Buyer’s proposed
development, use and business purposes and that the lots within
Property are in compliance with all standards, conditions and terms
hereof and herein. Buyer and its representatives shall have access
to the Property during this Inspection Period and up until Closing.
Buyer agrees to restore the Property substantially to its original
condition after completion of such inspection and testing, which
obligation shall survive termination of this Agreement. Buyer may
cancel or terminate this Agreement at any time during the
Inspection Period for any reason by delivering written notice of
termination to Seller prior to the expiration of the Inspection
Period and the parties shall be released from any further rights,
obligations, and liabilities hereunder (except for those which
expressly survive termination) and all earnest money on deposit
shall be returned to the Buyer.

 


Buyer
shall indemnify, defend, and hold Seller and its employees,
representatives, and agents harmless from and against all claims,
liabilities, liens, costs, fees, and expenses, including, without
limitation, court costs, litigation expenses, and attorneys’
fees, related to or anyway arising from any of the inspections,
tests, or entry on the Property. This obligation to indemnify and
hold harmless shall survive the termination of this
Agreement.

 


Within
ten (10) days of the Effective Date, Seller agrees to disclose and
provide to Buyer copies of any third party materials that Seller
identifies in its possession that relate to the Property, which may
include (but Seller does not represent that it has all of these
materials) a current survey, boundary and topographical surveys,
plats, HOA, restrictive covenants and conditions, engineering
reports by electronic format in PDF, CAD (including but not limited
to .dwg and/or .dgn format) or other media, environmental reports,
flood zone certifications, soils reports, easement agreements,
encroachments or encumbrances, municipal zoning related documents,
improvement/management district information, requirements and fees,
mineral leases, oil/gas wells/lines, property line discrepancies,
and homeowners or community association documents, but Seller is
under no obligation to disclose or provide documents of record in
the real property records. Buyer may perform Phase I (but not Phase
II environmental assessments on Property during the Inspection
Period at its own expense.

 


If
Buyer does not terminate this Agreement prior to the expiration of
the Inspection Period, then the earnest money deposit shall become
non-refundable (subject only to Seller’s ability to convey
clear title and deliver the Property in compliance with the terms
and conditions of this Agreement), and which shall be applied
towards the Purchase Price at closing.

 


5. Title
Commitment. Within seven (7)
days after the Effective Date, Seller, at its expense, shall order
and deliver to Buyer a title commitment for the Property in the
amount of the Purchase Price from Escrow Agent and obtain a copy of
all documents which constitute exceptions to the title commitment.
Buyer shall give Seller written notice within twenty (20) days
following receipt of the Title Commitment of any condition of title
(exceptions or requirements) that is not satisfactory to Buyer.
Seller may, but shall not be obligated, to resolve such matters;
provided, however, that mortgage liens may be resolved at closing.
If Seller is unable or unwilling to resolve such matters before the
expiration of the Inspection Period as defined above, then Buyer
may, at Buyer’s sole option, either (1) accept title subject
to the objections raised by Buyer and such accepted objections
shall become Permitted Exceptions (“Permitted
Exceptions”) without any
adjustment in the Purchase Price, or (2) terminate this Agreement
prior to the expiration of the Inspection Period pursuant to
Paragraph
4 above, whereupon the earnest
monies shall be immediately returned to Buyer by Escrow Agent, or
(3) work with Seller, if mutually agreeable, to satisfy
unacceptable matters and postpone the end of the Inspection Period
and/or Closing Date to satisfy these matters. At Closing, Seller
shall provide Buyer with an owner’s policy of title insurance
in the amount of the Purchase Price. Seller shall pay the cost for
the basic cost of the owner’s policy of title insurance, and
Buyer shall pay the cost for all endorsements, changes, and
modifications to the owner’s policy of title
insurance.

 


6. Closing.
Closing shall occur within thirty (30) days after the expiration of
the Inspection Period (“Closing Date”) subject to the Property being delivered
in compliance with all terms herein.

 


7. Title
& Deliveries. At or prior
to Closing, Seller shall deliver to the Escrow Agent and/or Buyer
the following items for the Property, duly executed and
acknowledged where required:

 


A. Conveyance
Deed. A special warranty deed
in the form satisfactory to Buyer, specifically stating all
approved exceptions to title, if any, subject but not limited to,
zoning or deed restrictions, easements and encumbrances of record
by either Buyer or Seller, or future assessments if
applicable.

 


B. Foreign
Person Tax Withholding.
Documentation or information required for compliance with Section
1445 of the Internal Revenue Code.

 



 

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C. Additional
Documents. Such additional
documents as might be reasonably required by the Buyer,
Buyer’s Lender, or the Escrow Agent to consummate the sale of
the Property and convey clear title to the Buyer with all
appurtenant rights.

 


D. Insurance
Policy and Costs. Seller will
pay the costs of Seller’s counsel, preparation of any deeds
and any bill of sale, deliver and pay the basic costs for a title
insurance policy in an amount equal to the Purchase Price, transfer
taxes for the conveyance, and one half of the escrow or closing
fees. Buyer will pay the cost of Buyer’s counsel, all loan
costs required by Buyer’s lender, including title policy cost
in excess of owner’s policy, Buyer’s portion of the
cost of the owner’s policy of title insurance, one half of
any escrow or closing fee, and recording fees for any deeds and
mortgage, and any applicable mortgage tax.

 


E. Tax
Prorations. All taxes and assessments (including pending
assessments if the related improvement is substantially completed
as of the Closing Date), whether payable in installments or not,
for the year of closing will be prorated to the Closing Date based
on the latest available tax rate and assessment valuation (with the
parties signing a proration agreement as to adjustments when actual
taxes are known).

 


8. Obligations
of Seller & Conditions Precedent to Closing. Seller shall complete and deliver the Property
in compliance with all terms and requirements stated herein, if not
already done so. Buyer’s obligation to close on the Property
or any lots within same is subject to and conditioned upon the
compliance and satisfaction, as of the Closing Date, of each of the
requirements described herein and below. Unless specifically stated
otherwise, the satisfaction of these conditions shall be at
Seller’s expense. Buyer shall cooperate with Seller to
satisfy these conditions as needed.

 


A. Correctness of Representations
and Warranties. Seller
represents and warrants that (i) to its knowledge it holds good and marketable
title in fee simple to the Property, (ii) all closing documents signed by Seller will be
valid, authorized and binding upon Seller, (iii) to its knowledge no outstanding contracts,
fees, debts or liens exist on the Property (except mortgage liens
to be satisfied at closing and other items related to the
development of the Property); and (iv) to Seller’s knowledge
there are no leases or third-party rights/interests on the Property
and Seller is in sole possession. These representations and warranties of Seller
shall be evaluated by Buyer
during its title review and the Inspection Period and shall not
create any obligations of Seller or rights of Buyer, outside of
those specified in Paragraphs 4 and 5 of this
Agreement.

 


B. Final
Plat Recording & 911 Addresses. Finalization and recording of the proposed plat
and Seller’s delivering a copy thereof to Buyer on or before
the Closing Date. The plat shall be deemed finalized after all
required governmental approvals have been obtained, said plat has
been duly recorded in the real property records of the applicable
County Clerk’s office, corresponding 911 addresses have been
provided by the Seller to the Buyer.

 


C. Covenants,
Conditions, and Restrictions
(“CC&Rs”).
Seller shall draft CC&Rs for Buyer’s review prior to the
expiration of the Inspection Period, and Buyer shall approve the
CC&Rs so long as they are reasonable. If buyer does not believe
that the CC&Rs are reasonable, it shall give Seller written
notice specifying its objections and Seller and Buyer shall attempt
to negotiate a final set of CC&Rs prior to the expiration of
the Inspection Period. If Seller or its affiliate is the declarant
and/or governing architectural review authority under the
CC&Rs, then upon Buyer’s submittal from time to time,
Seller shall approve Buyer’s submittals so long as they are
in accordance with the CC&Rs.

 


D. Completion/Compliance.
The Property and lots therein have
been completed in full compliance with all terms hereof. All
requirements by applicable local, state and federal governmental
authorities will have been met or exceeded for the Property and
each lot therein, including but not limited to, preliminary and
final plat approval, proper construction and availability of fully
operational utilities including roads, water, sanitary sewer,
storm, sewer with all necessary permits and fully compliant (no
violations) with all applicable rules, regulations, and ordinances
of applicable authorities, and a written statement from the
engineer of record that building permits are obtainable from the
appropriate governmental agencies for the construction of
single-family houses on the lots. A preliminary and final plat of
the development, approved construction drawings from the municipal
authority and an “AS BUILT” survey will be provided in
“PDF” and “CAD” format to the Buyer as they
become available. Each lot pin shall have a flagged wooden lathe to
mark the pin location. Provided
that Buyer provides Seller adequate and appropriate utility
easements over and under the Property, as reasonably determined by
Seller, Seller will cause permanent underground electric power and
telecommunication facilities (collectively, the
“Permanent
Utilities”) to be
installed and available to the perimeter of each lot within the
Property within ninety (90) days after Buyer has poured the slab
for a residence on a lot and has given Seller written notice that
Buyer is ready for the Permanent Utilities for the
lot. This post-closing
obligation of Seller to provide Permanent Utilities shall expressly
survive Closing for twenty-four (24) months.

 



 

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E. Permits and Environmental
Concerns. Seller will obtain
and complete all requirements related to Storm Water Pollution
Prevention Plans (“SWPPP”) as required by applicable local, state
and federal authorities and maintain the same during the
development of the lots within the Property. Upon Closing, Seller
will deliver to Buyer satisfactory approval from the appropriate
authority/agency regarding storm water quality that all BMP’s
are installed and maintained per the SWPPP. Upon Closing, Seller
shall transfer (to the extent transferrable) the stormwater permit
to Buyer and Buyer shall assume all responsibility for future
maintenance and installation and Seller shall be released from
liability thereon. Seller shall have caused all FEMA requirements
to have been met for a home on any lot to be exempted from
purchasing flood insurance and no portion of any house pad site (it
being understood that some portions of some lots are within a flood
plain) is to be located in a FEMA defined flood plain.
Seller’s principals have no
actual knowledge that the Property has been or is presently used
for handling, storage, manufacturing, refining, transportation or
disposal of “toxic material”, “hazardous
substances”, or “hazardous waste”.
If “hazardous wastes”,
“hazardous substances”, or “hazardous
material” is located on the Property, as determined by a
Phase I or permitted Phase II environmental assessment obtained by
the Buyer, then Buyer shall have the right to terminate this
Agreement during the Inspection Period pursuant to Paragraph 4
above.

 


F. Trash, Trees, Brush &
Debris. The Property is being
sold “as-is” and Buyer shall be responsible for mowing,
brush hogging, and removing, clearing, and disposing of all trees,
trash and debris on the Property, except that Seller will remove
any construction debris of which Buyer notifies Seller in writing
prior to the expiration of the Inspection
Period.

 


9.  Offsite Water
Flow. Seller will deliver the Property at Closing
with proper offsite
water flow on and to the Property and which will
be managed through the
appropriate infrastructure.

 


10. Subsurface
Rock. Prior to expiration of
the Inspection Period, Buyer may terminate this Agreement pursuant
to Paragraph
4 above and recover the earnest money
upon the discovery of subsurface rock underlying the Property in
any quantity deemed excessive by the Buyer, unless Seller has
remedied the same to Buyer’s
satisfaction.

 


11. Assessments. 
So long as Developer is in control
under the CC&Rs, Buyer shall be exempt from paying any and all
applicable assessments (but will have to pay TAP fees and the
amenity assessment) in the CC&Rs to the Developer during the
Seller’s period of ownership, including, but not limited to
regular and special assessments. Seller also agrees to exempt bona fide home
builders from assessments in the CC&Rs, during the same time
period.

 


12. Notice.
All notices will be in writing and served by electronic
transmission to the addresses shown below, until notification of a
change of such addresses. All such notices shall be deemed
delivered on the date initiated.

 





	
For
Bu
 


David
C. Frye, Manager

 



David.frye@rauschcoleman.com

 


479.455.9090

 


Dana
Danvers, Director of Acquisitions

 



Dana.danvers@rauschcoleman.com

 


John
Maberry

 



John.maberry@rauschcoleman.com

 


Josh
Carson

 



Josh.carson@rauschcoleman.com

 


Julie
Bias, Financial Coordinator

 



Julie.bias@rauschcoleman.com

  



	
 


For
Seller:

 


Charley
MacKenzie

 




charley@sed.com.sg

 


Daryl
Robinson

 


drobinson@newquestcrosswell.com

 


Moe
Chan

 


moe@sed.com.sg

 


Shamar
O’Bryant

 


shamar@sed.com.sg

 


Frank
Heuszel

 



fheuszel@yahoo.com

 


Randy
Farber

 


rfarber@jw.com








 


13. Disclosure
by Buyer and Seller. One or
more individuals representing the Buyer or Seller may hold real
estate licenses from multiple states.

 



 

4







 





 


14. Default.
If Seller has performed all of Seller’s obligations and
fulfilled the conditions under this Agreement and, if within five
(5) days after the date specified for Closing, the Buyer fails to
make payment as required herein, through no fault of Seller, then
Seller may, as its sole and exclusive remedy, cancel and terminate
this Agreement and keep the earnest money deposit paid by the Buyer
as liquidated damages. If Seller breaches this Agreement or fails
to perform any of Seller’s obligations hereunder, then Buyer
may as its sole remedy, (i) terminate this Agreement and receive a
refund of all of the earnest money, or (ii) seek specific
performance of this Agreement pursuant to the remainder of
this Paragraph
14.

 




a.

Buyer may enforce specific performance of
Seller’s obligation to execute the documents required to
convey the Property to Buyer but waiving any uncured title or
survey objections or matters and without any offset against,
deduction from, or reduction in the Purchase Price
(except for the costs Buyer will incur
to complete the Property in accordance with the terms
hereof), and Seller’s
warranty of title in the special warranty deed and the owner policy
of title insurance to be delivered under this Agreement shall be
subject to the permitted title exceptions and all uncured title or
survey objections or matters, and Buyer expressly waives its rights
to seek damages if it files a lawsuit for specific
performance.





 




b.

Buyer shall be deemed to have elected to terminate
this Agreement under clause (i) above if Buyer fails to file suit
for specific performance in accordance with Sub-Paragraph a
above (against
Seller in a court having jurisdiction in the county and state in
which the Property is located, on or before 60 days after the date
upon which closing was to have occurred.





 


15. Binding
Effect/Assignment. This
Agreement will inure to the benefit of and bind the respective
successors of the parties. Seller may not assign this Agreement or
any obligations hereunder. Buyer may assign this Agreement and any
and all rights and obligations hereunder at any time prior to
closing to any person or entity controlling, controlled by, or
under common control with Buyer. For purposes of this Paragraph a
person or entity shall control an entity, if it, directly or
indirectly, holds a majority interest in the entity to be
controlled.

 


16. No
Waiver. Failure of either party
to exercise any rights under this Agreement shall not constitute a
waiver of any right, nor excuse the other party’s full
performance. No express waiver of any matter shall affect any other
matter under this Agreement. Express waivers are only effective if
in writing.

 


17. Brokerage.
Buyer represents that it has not contracted with any real estate
broker in connection with the transaction contemplated by this
Agreement. Seller shall be responsible for paying a 4%
Broker’s commission based on the Purchase Price to Dave
Ramsey with Home Asset, Inc. Each party shall indemnify and hold
the other party harmless from all claims, losses, liabilities,
costs, fees, and expenses (including, but not limited to, court
costs, litigation expenses, and attorneys’ fees) related to
or incurred in connection with any claims for brokerage commissions
arising by, through, or under the indemnifying
party.

 


18. Entire
Agreement. This document
constitutes the entire agreement between the parties, incorporating
all prior agreements, and may only be amended in writing executed
by both parties. The exhibits attached to this Agreement are
incorporated into this Agreement for all
purposes.

 


19. Attorney’s
Fees. If either party prevails
against the other in a legal action concerning any part of this
Agreement, the successful party shall be entitled to its reasonable
attorney’s fees and costs connected with such action, through
appellate and bankruptcy proceedings, in addition to all other
recovery or relief. Costs shall include all deposition costs and
expert fees, even if not used at trial.

 


20. Governing
Law. This Agreement shall be
governed and enforced in accordance with the law of the state where
the Property is located.

 


21. Time.
Buyer and Seller understand that “Time is of the
Essence” for this Agreement.

 


22. ADA
Compliant Ramps. Seller shall
be responsible for installation of any and all required ADA
sidewalk ramps for sidewalks installed by Seller. Said ramps shall
meet all the ADA Guidelines, Code and Specifications for such
ramps.

 



 

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23. Special
Stipulations.

 




a.

Within 30 days after Closing, Seller shall
commence construction of the Black Oak Community Entry on Black Oak
Drive, including the landscaping and amenities in
Paragraph
1. This provision shall
expressly survive Closing and remain a continuing obligation of
Seller until complete.





 




b.

During
the Inspection Period, Buyer shall propose its signage to Seller
for approval, as to type, size, appearance, and placement. Seller
shall not unreasonably withhold its approval of the signage, so
long as the signage meets all applicable governmental requirements
and is limited so as not to clutter the Property. After approval by
Seller, Buyer may place the signage in the agreed locations prior
to closing.





 




c.

Seller’s obligations under this
Paragraph
23 and any liabilities
therefore shall survive Closing.





 




d.

The terms of this Agreement shall be kept
confidential by both parties, subject to the remainder of
this Paragraph 23.d.
Each party may disclose the terms of
this Agreement (including information about the parties) where
disclosure is required by (or advisable to comply with) applicable
law or regulation, rule of stock exchange, governmental agency, or
self-regulatory agency, by a court of competent jurisdiction, or by
any other regulatory body, and the terms may be disclosed to the
parties’ respective counselors, attorneys, accountants,
brokers, and other persons with a need to know.





 


24. AS-IS. Subject to
the representations and covenants, stated herein to expressly
survive Closing, and the specific provisions of Paragraph 8.D,
the parties intend that the
sale of the Property will be made on an “As Is, Where
Is” basis with all faults, in accordance with the terms and
provisions of Exhibit
C.

 


25. Statutory
Notices. To the extent
applicable, Seller gives Buyer the
notices set forth in Exhibit
D.

 


	


SELLER:


 



150 CCM BLACK OAK LP,


a Texas
limited partnership


 


By:    
150 Black Oak GP, Inc.,


a Texas
corporation


Its:     
General Partner


 


 


By:     
/s/ Charley MacKenzie 


Charley
MacKenzie,


Chief
Development Officer


 


Date:
7/2/18                                                           

	
 

	


BUYER:


 



HOUSTON LD, LLC


 


 


By: /s/
David C.
Frye                                                         


David
C. Frye,


Manager


 


Date:
7-2-18                                                         







 








 






 









EXHIBIT A 



 



Description and Plat of Property

 



and List of Lots

 






 





Purchase and Sale
Agreement                                                                                                                                                                

150 CCM Black Oak,
Ltd.







Houston LD,
LLC                                                                       

Exhibit
A-





6








 






     





 


 

 







   EXHIBIT B 



                 





Proposed Amenity Package

 




 





Purchase and Sale
Agreement                                                                                                                                                                

150 CCM Black Oak,
Ltd.







Houston LD,
LLC                                                                        

Exhibit
B-





7








 






                      











EXHIBIT C 



 



As-Is, Where-Is

 




1.

BUYER
ACKNOWLEDGES AND AGREES THAT SELLER AND ITS AGENTS HAVE NOT MADE,
DO NOT MAKE, WILL NOT MAKE AND SPECIFICALLY NEGATE AND DISCLAIM ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE,
OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE NATURE, QUALITY,
OR CONDITION OF THE PROPERTY OR ANY PART THEREOF, INCLUDING,
WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY; (B) THE ECONOMIC
FEASIBILITY OF THE PROPERTY OR THE INCOME TO BE DERIVED FROM THE
PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON; (D) EXCEPT FOR
ANY WARRANTIES OF TITLE CONTAINED IN THE SPECIAL WARRANTY DEED TO
BE DELIVERED BY SELLER AT THE CLOSING, THE NATURE AND EXTENT OF ANY
RIGHT-OF-WAY; (E) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS
OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY
APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, WITHOUT
LIMITATION, THE STATUS OF ANY PERMITS AND GOVERNMENTAL APPROVAL;
(F) THE RENTABILITY, HABITABILITY, MARKETABILITY, MERCHANTABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (G) THE
PRESENCE OF ANY ENDANGERED OR THREATENED SPECIES ON THE PROPERTY,
AS WELL AS THE SUITABILITY OF THE PROPERTY AS HABITAT FOR ANY OF
THOSE SPECIES; OR (H) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTY. WITHOUT LIMITING THE FOREGOING, SELLER AND ITS AGENTS
HAVE NOT MADE, DO NOT MAKE, WILL NOT MAKE AND SPECIFICALLY NEGATE
AND DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING THE PRESENCE
OR ABSENCE OF ANY HAZARDOUS MATERIALS (AS HEREINAFTER DEFINED) ON,
UNDER, OR ABOUT THE PROPERTY OR THE COMPLIANCE OF THE PROPERTY WITH
ANY OF THE ENVIRONMENTAL LAWS (AS HEREINAFTER DEFINED). THE TERM
“HAZARDOUS MATERIALS” MEANS ANY SUBSTANCE, COMPOUND,
MATERIAL OR WASTE, WHETHER SOLID, LIQUID OR GASEOUS: (1) THE
PRESENCE OF WHICH REQUIRES INVESTIGATION, MONITORING OR REMEDIATION
UNDER ANY ENVIRONMENTAL LAW (DEFINED BELOW); (2) WHICH IS OR
BECOMES DEFINED AS A “HAZARDOUS SUBSTANCE”,
“HAZARDOUS MATERIAL”, “HAZARDOUS WASTE”,
“EXTREMELY HAZARDOUS WASTE”, “SOLID WASTE”,
“TOXIC SUBSTANCE”, “CHEMICAL SUBSTANCE”,
“REGULATED SUBSTANCE”, “POLLUTANT”, OR
“CONTAMINANT”, OR IS OTHERWISE CLASSIFIED AS HAZARDOUS
OR TOXIC, IN OR PURSUANT TO ANY ENVIRONMENTAL LAW; (3) WHICH IS
EXPLOSIVE, CORROSIVE, FLAMMABLE, RADIOACTIVE, OR OTHERWISE
HAZARDOUS AND IS OR BECOMES REGULATED BY ANY GOVERNMENTAL
AUTHORITY, AGENCY, DEPARTMENT, COMMISSION, BOARD, AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES, THE STATE OF TEXAS OR ANY
POLITICAL SUBDIVISION THEREOF; (4) THE PRESENCE OF WHICH ON THE
PROPERTY CAUSES OR THREATENS TO CAUSE A NUISANCE UPON THE PROPERTY
OR TO ADJACENT PROPERTIES OR POSES OR THREATENS TO POSE A HAZARD TO
THE HEALTH OR SAFETY OF PERSONS ON OR ABOUT THE PROPERTY; (5) THAT
CONTAINS PETROLEUM HYDROCARBONS, ASBESTOS, RADON, POLYCHLORINATED
BIPHENYLS, UREA FORMALDEHYDE FOAM INSULATION, LEAD, OR MOTOR FUEL
OR OTHER VOLATILE ORGANIC COMPOUNDS; (6) WHICH CAUSES OR POSES A
THREAT TO CAUSE A HAZARD TO THE ENVIRONMENT OR TO THE HEALTH,
SAFETY OR WELFARE OF PERSONS ON OR ABOUT THE PROPERTY, OR (7) WHICH
IS A SHARP (E.G. NEEDLE) OR AN INFECTIOUS, MEDICAL OR RADIOACTIVE
WASTE. THE TERM “ENVIRONMENTAL LAWS” MEANS ANY FEDERAL,
STATE OR LOCAL LAW, STATUTE, GUIDANCE OR POLICY STATEMENT,
ORDINANCE, CODE, RULE, REGULATION, LICENSE, AUTHORIZATION,
DECISION, ORDER, INJUNCTION OR DECREE, WHICH PERTAINS TO HEALTH,
SAFETY OR THE ENVIRONMENT (INCLUDING, BUT NOT LIMITED TO, GROUND,
AIR, WATER OR NOISE POLLUTION OR CONTAMINATION, AND UNDERGROUND OR
ABOVEGROUND TANKS) AND SHALL INCLUDE WITHOUT LIMITATION, THE CLEAN
WATER ACT, 33 U.S.C. § 1251 ET SEQ.; THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, 42 U.S.C.
§ 9601 ET SEQ.; THE RESOURCE CONSERVATION AND RECOVERY ACT, 42
U.S.C. § 6901 ET SEQ.; THE TOXIC SUBSTANCE CONTROL ACT, 15
U.S.C. §§ 2601 ET SEQ; THE OCCUPATIONAL HEALTH AND SAFETY
ACT; THE TEXAS WATER CODE; AND THE TEXAS SOLID WASTE DISPOSAL ACT,
TEXAS HEALTH AND SAFETY CODE CHAPTER 361, ALL AS
AMENDED.





 




2.

BUYER
AGREES THAT IT HAS EXAMINED AND INVESTIGATED THE PROPERTY PRIOR TO
EXECUTION HEREOF OR THAT IT WILL INVESTIGATE THE PROPERTY PRIOR TO
THE EXPIRATION OF THE INSPECTION PERIOD AND THAT IN PURCHASING THE
PROPERTY BUYER WILL RELY SOLELY UPON ITS INDEPENDENT EXAMINATION,
STUDY, INSPECTION AND KNOWLEDGE OF THE PROPERTY, AND BUYER IS
RELYING SOLELY UPON ITS OWN EXAMINATION, STUDY, INSPECTION, AND
KNOWLEDGE OF THE PROPERTY AND BUYER’S DETERMINATION OF THE
VALUE OF THE PROPERTY AND USES TO WHICH THE PROPERTY MAY BE PUT,
AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY
SELLER.





 




3.

BUYER
AGREES TO PAY FOR AND HAS MADE OR CAUSED TO BE MADE (OR WILL MAKE
OR CAUSE TO BE MADE) ALL INSPECTIONS, INVESTIGATIONS AND ANALYSES
NECESSARY OR APPROPRIATE FOR THE PURPOSE OF DETERMINING COMPLIANCE
OR NON-COMPLIANCE BY THE PROPERTY WITH ALL BUILDING, HEALTH,
ENVIRONMENTAL, ZONING AND LAND USE LAWS, ORDINANCES, RULES AND
REGULATIONS, AND SELLER MAKES NO REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED, CONCERNING THE PROPERTY’S COMPLIANCE WITH
SUCH BUILDING, HEALTH, ENVIRONMENTAL, ZONING AND LAND USE LAWS,
ORDINANCES, RULES AND REGULATIONS.







 

8







 





 




4.

BUYER
FURTHER ACKNOWLEDGES THAT THE INFORMATION, IF ANY, PROVIDED AND TO
BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A
VARIETY OF SOURCES AND SELLER (A) HAS NOT MADE AND WILL NOT BE
OBLIGATED TO MAKE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF
SUCH INFORMATION AND (B) DOES NOT MAKE ANY REPRESENTATIONS AS TO
THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. BUYER
ACKNOWLEDGES AND AGREES THAT ALL MATERIALS, DATA AND INFORMATION
DELIVERED AT ANY TIME BY SELLER TO BUYER IN CONNECTION WITH THE
TRANSACTION CONTEMPLATED HEREBY ARE PROVIDED TO BUYER AS A
CONVENIENCE ONLY AND THAT ANY RELIANCE ON OR USE OF SUCH MATERIALS,
DATA OR INFORMATION BY BUYER SHALL BE AT THE SOLE RISK OF BUYER.
BUYER ACKNOWLEDGES AND AGREES THAT IT WILL CONDUCT ITS OWN
VERIFICATION OF THE INFORMATION, EITHER INDEPENDENTLY OR THROUGH
AGENTS OF BUYER’S CHOOSING. NEITHER SELLER, NOR ITS AGENTS,
NOR THE PERSON OR ENTITY WHICH PREPARED ANY REPORT OR REPORTS
DELIVERED BY SELLER TO BUYER SHALL HAVE ANY LIABILITY TO BUYER FOR
ANY INACCURACY IN OR OMISSION FROM ANY SUCH REPORTS.





 




5.

BUYER
RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER FROM, AND WAIVES,
ANY AND ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, DAMAGES, AND
OTHER RELIEF, WHETHER AT LAW OR IN EQUITY AND WHETHER IN CONTRACT,
TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER PAST, PRESENT, OR
FUTURE, IN CONNECTION WITH, AS A RESULT OF OR OTHERWISE WITH REGARD
TO THE CONDITION OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ITS
ENVIRONMENTAL CONDITION. THIS GENERAL RELEASE SHALL BE APPLICABLE,
WITHOUT LIMITATION, TO ANY AND ALL LIABILITIES, CLAIMS, CAUSES OF
ACTION, DAMAGES AND OTHER RELIEF UNDER ANY OF THE ENVIRONMENTAL
LAWS.





 




6.

THE
OCCURRENCE OF A CLOSING SHALL CONSTITUTE AN ACKNOWLEDGMENT BY BUYER
THAT THE PROPERTY WAS ACCEPTED WITHOUT REPRESENTATION OR WARRANTY,
EXPRESS OR IMPLIED (EXCEPT FOR THE SPECIAL WARRANTIES OF TITLE SET
FORTH IN THE SPECIAL WARRANTY DEED), AND OTHERWISE IN AN “AS
IS”, “WHERE IS”, AND “WITH ALL
FAULTS” CONDITION. THE PROVISIONS OF THIS EXHIBIT SHALL
SURVIVE CLOSING.





 


 





Purchase and Sale
Agreement                                                                                                                                                                

150 CCM Black Oak,
Ltd.







Houston LD,
LLC                                                                       

Exhibit
C-





9








 






                      











EXHIBIT D



 



Statutory Notices

 




1.

Abstract or Title
Policy. 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.





 




2.

Notice Regarding
Possible Liability for Additional Taxes (§5.010 Texas Property
Code). If the Property is vacant land, then pursuant to
Section 5.010 of the Texas Property Code Seller notifies Buyer:
“If for the current ad valorem tax year the taxable value of
the land that is the subject of this Agreement is determined by a
special appraisal method that allows for appraisal of the land at
less than its market value, the person to whom the land is
transferred may not be allowed to qualify the land for that special
appraisal in a subsequent tax year and the land may then be
appraised at its full market value. In addition, the transfer of
the land or a subsequent change in the use of the land may result
in the imposition of an additional tax plus interest as a penalty
for the transfer or the change in the use of the land. The taxable
value of the land and the applicable method of appraisal for the
current tax year is public information and may be obtained from the
tax appraisal district established for the county in which the land
is located.”





 




3.

Notice Regarding
Possible Annexation (§5.011 Texas Property Code). 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 or is likely to be located within a
municipality’s ETJ, Buyer should contact all municipalities
located in the general proximity of the Property for further
information.





 




4.

Notice of Water
Level Fluctuations (§5.019 Texas Property Code). If the
Property adjoins an impoundment of water, including a reservoir or
lake, constructed and maintained under Chapter 11 of the Texas
Water Code, that has a storage capacity of at least 5,000 acre-feet
at the impoundment’s normal operating level, then pursuant to
Section 5.019 of the Texas Property Code Seller 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.”





 




5.

Notice of Private
Transfer Fee (§5.205 Texas Property Code). If the
Property is subject to a private transfer fee, then pursuant to
Section 5.205 of the Texas Property Code Seller notifies Buyer that
the private transfer fee obligation may be governed by Chapter 5,
Subchapter G of the Texas Property Code.





 




6.

Notice Required by
§13.257 of the Texas Water Code Regarding Certificated Water
or Sewer Service. Pursuant to Section 13.257 of the Texas
Water Code Seller notifies Buyer: “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 Buyer hereby acknowledges receipt of the
foregoing notice at or before the execution of a binding Agreement
for the purchase of the real property described in the notice or at
closing of purchase of the real property.” The real property
referred to in this notice is the Property defined in this
Agreement.





 




7.

Notice Regarding
Taxing Districts (§49.452 Texas Water Code). If the
Property is located in a district created under Title 4 of the
Texas Water Code (currently Chapters 49 through 68) or by a special
act of the legislature, that is providing or proposing to provide
water, sanitary sewer, drainage, or flood control or protection
facilities or services, or any of these facilities or services that
have been financed or are proposed to be financed with bonds of the
district payable in whole or part from taxes of the district, or by
imposition of a standby fee, if any, then pursuant to Section
49.452 of the Texas Water Code Seller gives Buyer the notice in the
attached Exhibit E,
which is incorporated into this Agreement for all
purposes.





 




8.

Notice of
Obligation to Pay Public Improvement District Assessment
(§5.014 Texas Property Code). If the Property is
located in a public improvement district established under
Subchapter A, Chapter 372, Local Government Code, or Chapter 382,
Local Government Code, and consists of not more than one dwelling
unit, then pursuant to Section 5.014 of the Texas Property Code
Seller notifies Buyer that as a Buyer of the Property you are
obligated to pay an assessment to a municipality or county for an
improvement project undertaken by a public improvement district
under Subchapter A, Chapter 372, Local Government Code, or Chapter
382, Local Government Code. The assessment may be due annually or
in periodic installments. More information concerning the amount of
the assessment and the due dates of that assessment may be obtained
from the municipality or county levying the assessment. The amount
of the assessments is subject to change. Your failure to pay the
assessments could result in a lien on and the foreclosure of your
property.





 


 





Purchase and Sale
Agreement                                                                                                                                                                

150 CCM Black Oak,
Ltd.







Houston LD,
LLC                                                                       

Exhibit
D-





10








 






                     





 EXHIBIT
E 

 




Notice of Utility or Other Statutorily Created
District

 



(§49.452 and § 54.812 Texas Water Code)

 



NOTICE TO BUYER OF REAL
ESTATE



SITUATED IN



HARRIS COUNTY IMPROVEMENT DISTRICT NO. 17


 


The
real property, described below, which you are about to purchase is
located Harris County Improvement District No. 17 (the
“District”). 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 rate of taxes levied by the
District on real property located in the District is $1.25 on each
$100 of assessed valuation. The total amount of bonds, excluding
refunding bonds and any bonds or any portion of bonds issued that
are payable solely from revenues received or expected to be
received under a contract with a governmental entity, approved by
the voters and that has been or may be issued, at this date, is
$200,000,000 for water, sewage and drainage purposes, $670,000,000
for roads, and $80,000,000 for parks and recreational facilities,
and the aggregate initial principal amount 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-.

 


The
District also has the authority to adopt and impose a standby fee
on property in the District that has water, sanitary sewer, or
drainage facilities and services available but not connected and
which does not have a house, building or other improvement located
thereon and does not substantially utilize the utility capacity
available to the property. The District may exercise the authority
without holding an election on the matter. As of this date, the
most recent amount of the standby fee is $-0-. An unpaid standby
fee is a personal obligation of the person that owned the property
at the time of imposition and is secured by a lien on the property.
Any person may request a certificate from the District stating the
amount, if any, of unpaid standby fees on a tract of property in
the District.

 


The
District has the authority to levy an assessment on property within
the District. The District may exercise this authority without
holding an election the matter. As of this date, the amount of the
assessment is $-0- per $100 valuation for real property and
improvements thereon. The District is located in whole or in part
within the extra-territorial jurisdiction of the Cities of Houston
and Tomball. By law, a district
located in the extraterritorial jurisdiction of a municipality may
be annexed without the consent of a district or the voters in the
District. When a district is annexed, it is
dissolved.

 


The
purpose of this District is to provide water, sewer, drainage or
flood control facilities, roads, services, and park and recreation
facilities 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.

 


See the
legal description of the Property in the contract to which this
notice is attached.



Buyer is advised that the
information shown 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.
Buyer is advised to contact the
district to determine the status of any current or proposed changes
to the information shown on this form.

 


The
Buyer hereby acknowledges
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.

 


	
07/02/2018
	
By:  

	
/s/ Charley
MacKenzie


	

 


	

Date
 

	

 

	
Signature of
Seller


	

 






 


The
undersigned Buyer hereby
acknowledges receipt of the foregoing 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.

 

 


	
07/02/2018
	
By:  

	
/s/ David C.
Frye


	

 


	

Date 

	

 

	
Signature of
Buyer


	

 








                                                                                                                                    






150 CCM Black Oak,
Ltd.







Houston LD,
LLC                                                                        

Exhibit
E-





11