Exhibit 10.36


 


Oliver Real Estate Commercial


1400 S. Colorado Blvd, # 410


Denver, CO 80222


tomyoliver@earthlink.net


Phone: (303) 691-0179


Fax: (303) 757-7275


 


 


The printed portions of this form, except differentiated additions, have been approved by
the Colorado Real Estate Commission. CBSI-10-06 (Mandatory 1-07)


 


THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND
THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING.


 


CONTRACT
TO BUY AND SELL REAL ESTATE


(ALL TYPES
OF PROPERTIES) 


 


	
   

  	
   

  	
  Date:

  	
   

  	
  November 26, 2007

  
	
   

  	
   

  	
  Purchase Price:

  	
   

  	
  $5,460,000.00

  



 


1.                                      AGREEMENT. Buyer agrees to buy,
and Seller agrees to sell, the Property defined below on the terms and conditions set
forth in this contract (Contract).


 


2.                                      DEFINED TERMS.


 


a.             Buyer. Buyer,  Ascent Solar Technologies, Inc. &/or  assigns, will take title to
the real property described below as  o Joint Tenants      o Tenants In Common      x Other Buyer entity to be
determined and assigned prior to Closing.


 


b.               Property. The Property is the following legally
described real estate in the County of Adams, Colorado:  SUB: WASHINGTON SQUARE
AMENDED BLK:7 LOT:4


 


known as No.


 


	
  12300 Grant Street

  	
   

  	
  Thornton

  	
   

  	
  CO

  	
   

  	
  80241

  
	
  Street Address

  	
   

  	
  City

  	
   

  	
  State

  	
   

  	
  Zip

  



 


together with the interests, easements, rights,
benefits, improvements and attached fixtures appurtenant thereto, all interest
of Seller in vacated streets and alleys adjacent thereto, except as herein
excluded.


 


c.          Dates and Deadlines.


 


	
  Item No.

  	
   

  	
  Reference

  	
   

  	
  Event

  	
   

  	
  Date or Deadline

  
	
  1

  	
   

  	
  § 4a

  	
   

  	
  Alternative Earnest Money Deadline

  	
   

  	
  3 business days after MEC

  
	
  2

  	
   

  	
  § 5a

  	
   

  	
  Loan Application Deadline

  	
   

  	
  N/A

  
	
  3

  	
   

  	
  § 5b

  	
   

  	
  Loan Conditions Deadline

  	
   

  	
  N/A

  
	
  4

  	
   

  	
  § 5c

  	
   

  	
  Buyer’s Credit Information Deadline

  	
   

  	
  N/A

  
	
  5

  	
   

  	
  § 5c

  	
   

  	
  Disapproval of Buyer’s Credit Information Deadline

  	
   

  	
  N/A

  
	
  6

  	
   

  	
  § 5d

  	
   

  	
  Existing Loan Documents Deadline

  	
   

  	
  N/A

  
	
  7

  	
   

  	
  § 5d

  	
   

  	
  Existing Loan Documents Objection Deadline

  	
   

  	
  N/A

  
	
  8

  	
   

  	
  § 5d

  	
   

  	
  Loan Transfer Approval Deadline

  	
   

  	
  N/A

  
	
  9

  	
   

  	
  § 6a

  	
   

  	
  Appraisal Deadline

  	
   

  	
  N/A

  
	
  10

  	
   

  	
  § 7a

  	
   

  	
  Title Deadline

  	
   

  	
  10 days after MEC

  
	
  11

  	
   

  	
  § 8a

  	
   

  	
  Title Objection Deadline

  	
   

  	
  30 days after MEC

  
	
  12

  	
   

  	
  § 7c

  	
   

  	
  Survey Deadline

  	
   

  	
  30 days after MEC

  
	
  13

  	
   

  	
  § 8c(2)

  	
   

  	
  Survey Objection Deadline

  	
   

  	
  35 days after MEC

  
	
  14

  	
   

  	
  § 7b

  	
   

  	
  Document Request Deadline

  	
   

  	
  N/A

  
	
  15

  	
   

  	
  § 7d(5)

  	
   

  	
  CIC Documents Objection Deadline

  	
   

  	
  N/A

  
	
  16

  	
   

  	
  § 8b

  	
   

  	
  Off-Record Matters Deadline

  	
   

  	
  10 days after MEC

  



 


1

















 


	
  17

  	
   

  	
  § 8b

  	
   

  	
  Off-Record Matters Objection Deadline

  	
   

  	
  35 days after MEC

  
	
  18

  	
   

  	
  § 8f

  	
   

  	
  Right Of First Refusal Deadline

  	
   

  	
  10 days after MEC

  
	
  19

  	
   

  	
  § 10a

  	
   

  	
  Seller’s Property Disclosure Deadline

  	
   

  	
  N/A

  
	
  20

  	
   

  	
  § 10b

  	
   

  	
  Inspection Objection Deadline

  	
   

  	
  55 days after MEC

  
	
  21

  	
   

  	
  § 10c

  	
   

  	
  Resolution Deadline

  	
   

  	
  60 days after MEC

  
	
  22

  	
   

  	
  § 10d

  	
   

  	
  Property Insurance Objection Deadline

  	
   

  	
  30 days after MEC

  
	
  23

  	
   

  	
  § 12

  	
   

  	
  Closing Date

  	
   

  	
  see 25. c

  
	
  24

  	
   

  	
  § 17

  	
   

  	
  Possession Date

  	
   

  	
  at Closing

  
	
  25

  	
   

  	
  § 17

  	
   

  	
  Possession Time

  	
   

  	
  at Closing

  
	
  26

  	
   

  	
  § 29

  	
   

  	
  Acceptance Deadline Date

  	
   

  	
  November 28, 2007

  
	
  27

  	
   

  	
  § 29

  	
   

  	
  Acceptance Deadline Time

  	
   

  	
  6:00pm

  



 


d.                    Attachments. The following are a
part of this Contract: Exhibit A


 


Note: The following disclosure forms are attached
but are not a part of this Contract: none


 


e.                    Applicability of Terms. A check or similar
mark in a box means that such provision is applicable. The abbreviation “N/A”
or the word “Deleted” means not applicable and when inserted on any line in
Dates and Deadlines (§2c), it means that the corresponding provision of the
Contract to which reference is made is deleted. The abbreviation “MEC” (mutual
execution of this Contract) means the latest date upon which both parties have
signed this Contract.


 


3.                                      INCLUSIONS AND EXCLUSIONS.


 


a.             Inclusions. The Purchase Price includes the following
items (Inclusions):


 


(1)   Fixtures. If attached to the
Property on the date of this Contract, lighting, heating, plumbing,
ventilating, and air conditioning fixtures, TV antennas, inside telephone
wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom
systems, built-in kitchen appliances, sprinkler systems and controls, built-in
vacuum systems (including
accessories), garage door openers including  -0-
remote controls; and o  none.


 


(2)   Personal Property. The following are
included if on the Property whether attached or not on the date of this
Contract: storm windows, storm doors, window and porch shades, awnings, blinds,
screens, window coverings, curtain rods, drapery rods, fireplace inserts,
fireplace screens, fireplace grates, heating stoves, storage sheds, and
all keys. If checked, the following are included: o
Water Softeners           x  Smoke/Fire Detectors    x
Security Systems        o Satellite
Systems (including satellite dishes).


 


(3)   Other Inclusions. none


 


The Personal Property to be conveyed at Closing
shall be conveyed, by Seller, free and clear of all taxes, (except personal
property taxes for the year of Closing), liens and encumbrances, except none. Conveyance shall be by bill of sale
or other applicable legal instrument.


 


(4)        Trade Fixtures. With respect to trade fixtures, Seller and
Buyer agree as follows: none.


 


The Trade Fixtures to be conveyed at Closing
shall be conveyed, by Seller, free and clear of all taxes, (except personal
property taxes for the year of Closing), liens and encumbrances, except N/A.  Conveyance shall be by bill of sale or other
applicable legal instrument.


 


(5)        Parking and Storage Facilities. o  Use Only       o  Ownership of the following parking facilities:
none; and the following storage
facilities: none.


 


(6)        Water Rights. The following legally described water rights:
none.


 


Any water rights shall be conveyed by       deed or
other applicable legal instrument. The Well Permit # is     .


 


(7)        Growing Crops. With respect to
growing crops, Seller and Buyer agree as follows: N/A


 


b.             Exclusions. The following items are excluded: none.


 


4.                                      PURCHASE PRICE AND TERMS. The Purchase Price
set forth below shall be payable in U. S. Dollars by Buyer as follows:


 


2

















 


	
  Item
  No.

  	
   

  	
  Reference

  	
   

  	
  Item

  	
   

  	
  Amount

  	
   

  	
  Amount

  
	
  1

  	
   

  	
  § 4

  	
   

  	
  Purchase Price

  	
   

  	
  $

  	
  5,460,000

  	
   

  	
   

  
	
  2

  	
   

  	
  § 4a

  	
   

  	
  Earnest Money

  	
   

  	
   

  	
   

  	
  $

  	
  100,000 plus

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  150,000 see 25 a

  
	
  3

  	
   

  	
  § 4d(1)

  	
   

  	
  New First Loan

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  § 4d(2)

  	
   

  	
  New Second Loan

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  § 4e

  	
   

  	
  Assumption Balance

  	
   

  	
   

  	
   

  	
   

  
	
  6

  	
   

  	
  § 4f

  	
   

  	
  Seller or Private Financing

  	
   

  	
   

  	
   

  	
   

  
	
  7

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9

  	
   

  	
  § 4b

  	
   

  	
  Cash at Closing

  	
   

  	
   

  	
   

  	
  5,210,000

  
	
  10

  	
   

  	
   

  	
   

  	
  TOTAL

  	
   

  	
  $

  	
  5,460,000

  	
   

  	
  $

  	
  5,460,000

  
												



 


Note: If there is an inconsistency between the
Purchase Price on the first page and this § 4, the amount in § 4 shall
control.


 


a.   Earnest
Money. The Earnest Money set forth in this section, in the form of company check, is part payment of
the Purchase Price and shall be payable to and held by Land Title Guarantee Company (Earnest Money
Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest
Money deposit shall be tendered with this Contract unless the parties mutually
agree to an Alternative Earnest Money Deadline (§ 2c) for its payment. The
parties authorize delivery of the Earnest Money deposit to the closing company,
if any, at or before Closing. In the event Earnest Money Holder has agreed to have
interest on earnest money deposits transferred to a fund established for the
purpose of providing affordable housing to Colorado residents, Seller and Buyer
acknowledge and agree that any interest accruing on the Earnest Money deposited
with the Earnest  Money Holder in
this transaction shall be transferred to such fund.


 


b.   Cash at
Closing. All amounts paid by Buyer at Closing including Cash at Closing, plus
Buyer’s closing costs, shall be in funds which comply with all applicable
Colorado laws, which include cash, electronic transfer funds, certified check,
savings and loan teller’s check and cashier’s check (Good Funds).


 


c.   Down Payment
Assistance; Seller Paid Costs. Seller, at Closing, shall credit $N/A to Buyer to assist with Buyer’s
down payment. Seller shall also, at Closing, credit to Buyer the amount of $ N/A  to assist with Buyer’s closing
costs, not to exceed the amount due from Buyer for such costs. These amounts are in addition to
any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract.


 


d.   New Loan.


 


(1) New First Loan. Buyer shall obtain
a new loan set forth in this section as follows: 


o Conventional         o FHA         o  VA         o Other.


 


This loan will be secured by a    (1st,
2nd, etc.) deed of trust.


 


The loan may be increased to add the cost of
mortgage insurance, VA funding fee and other items for a total loan amount, not in
excess of
$  , shall be amortized over a period of    o Years   o  Months at approximately $   per
including principal and interest not to exceed   % per annum, plus,
if required by Buyer’s lender, a deposit of    of the estimated
annual real estate taxes, property insurance premium, and mortgage insurance
premium. If the loan is an adjustable interest rate or graduated payment
loan, the payments and interest rate initially shall not exceed the figures set
forth above.


 


Loan discount points, if
any, shall be paid to lender at Closing and shall not exceed   % of the total
loan amount. Notwithstanding the loan’s interest rate, the first    loan
discount points shall be paid by  , and
the balance, if any, shall be paid by  .


 


Buyer shall timely pay
Buyer’s loan costs and a loan origination fee not to exceed   % of
the loan amount. If the loan is an FHA/VA insured or guaranteed loan, Seller
shall pay closing costs and fees that Buyer is not allowed by law to pay, in an
amount not to exceed $   for only the following items: tax service
and .


 


(2) New
Second Loan. Buyer shall obtain a new loan set forth in this section
as follows:


 


This loan will be secured by a    (2nd,
etc.) deed of trust.


 


The total loan amount, not in excess of $  ,
shall be amortized over a period of    o  Years   o  Months at approximately $  
per   including principal and interest not to exceed   %
per annum. If the loan is an adjustable interest rate or graduated payment
loan, the payments and interest rate initially shall not exceed the figures set
forth above.


 


Loan discount points, if
any, shall be paid to lender at Closing and shall not exceed   % of
the total loan amount. Notwithstanding the loan’s interest rate, the first   
loan discount points shall be paid by  , and the balance, if any,
shall be paid by  .


 


Buyer shall timely pay Buyer’s loan
costs and a loan origination fee not to exceed   % of the loan
amount.


 


e.          Assumption. [Omitted as Inapplicable]


 


f.            Seller or Private Financing.
[Omitted as Inapplicable]


 


5.                                      FINANCING CONDITIONS AND
OBLIGATIONS.


 


a.   Loan
Application. If Buyer is to pay all or part of the Purchase Price
by obtaining a new loan, or if an existing loan is not to be released at
Closing, Buyer, if required by such lender, shall make a verifiable application
by


 


3

















 


Loan Application Deadline (§ 2c). Buyer shall cooperate with Seller and
lender to obtain loan approval, DILIGENTLY AND TIMELY PURSUE SAME IN GOOD FAITH, execute all documents and
furnish all information and documents required by lender, and, subject to § 4d(1) and
(2) and § 4e, timely pay the costs of obtaining such loan or lender
consent. Buyer agrees to satisfy the reasonable requirements of lender, and
shall not withdraw the loan or assumption application, nor intentionally cause
any change in circumstances that would prejudice lender’s approval of the loan
application or funding of the loan. Buyer may obtain different financing
provided Seller incurs no additional delay, cost or expense, and provided Buyer
is approved for such substitute loan.


 


b.   Loan
Conditions. If Buyer is to pay all or part of the Purchase Price
by obtaining a new loan as specified in § 4d, this Contract is conditional upon
Buyer’s approval of the availability, terms, conditions and cost for the new
loan. This condition is for the benefit of Buyer and shall be deemed waived
unless Seller receives from Buyer, no later than Loan Conditions Deadline (§ 2c), written notice of Buyer’s
election to terminate this Contract as such loan was not satisfactory to Buyer.
Buyer shall not have the right to terminate under this § 5b for any loan that
is the same as set forth in § 4. If Buyer so notifies Seller, this Contract
shall terminate. IF SELLER DOES NOT RECEIVE
WRITTEN NOTICE TO TERMINATE AND BUYER DOES NOT CLOSE, BUYER SHALL BE IN
DEFAULT.


 


c.   Credit
Information and Buyer’s New Senior Loan. [Omitted as Inapplicable]


 


d.   Existing
Loan Review. [Omitted as Inapplicable]


 


6.                                      APPRAISAL PROVISIONS.


 


a. Appraisal Condition.


 


x                                                                                  (1)  No Appraisal
Condition. This § 6a. shall not apply.


 


o                                                                                    (2)  Conventional.
Buyer
shall have the sole option and election to terminate this Contract if the
Purchase Price exceeds the Property’s valuation determined by an appraiser
engaged by  . This Contract shall
terminate by Buyer giving Seller written notice of termination and either a
copy of such appraisal or written notice from lender that confirms the Property’s
valuation is less than the Purchase Price, received on or before Appraisal Deadline (§ 2c). If
Seller does not receive such written notice of termination on or before Appraisal Deadline (§ 2c), Buyer waives any right to terminate
under this subsection.


 


o                                                                                    (3)  FHA. It is
expressly agreed that, notwithstanding any other provisions of this Contract,
the Purchaser (Buyer) shall not be obligated to complete the purchase of the
Property described herein or to incur any penalty by forfeiture of Earnest Money
deposits or otherwise unless the Purchaser (Buyer) has been given in accordance with HUD/FHA or VA requirements a written statement
by the Federal Housing Commissioner, Department of Veterans Affairs, or a Direct Endorsement
lender, setting forth the appraised value of the Property of not less than $  . The Purchaser
(Buyer) shall have the privilege and option of proceeding with consummation of the
Contract
without regard to the amount of the appraised valuation. The appraised
valuation is arrived at to determine the maximum mortgage the Department of
Housing and Urban Development will insure. HUD does not warrant the value or
the condition of the Property. The Purchaser (Buyer) should satisfy himself/herself that the
price and condition of the Property are acceptable.


 


o                                                                                    (4)  VA. It is expressly agreed that, notwithstanding any other
provisions of this Contract, the purchaser (Buyer)
shall not incur any penalty by forfeiture of Earnest Money or otherwise be obligated to
complete the purchase of the Property described herein, if the Contract Purchase
Price or cost exceeds the reasonable value of the Property established by the Department of Veterans
Affairs. The purchaser (Buyer) shall, however, have the privilege and
option of proceeding with the consummation of this Contract without regard to
the amount of the reasonable value established by the Department of Veterans
Affairs.


 


b. Cost of Appraisal. Cost of any appraisal to be obtained after
the date of this Contract shall be timely paid by o Buyer o Seller.


 


7.                                      EVIDENCE OF TITLE.


 


a.  Evidence of
Title. On or before Title
Deadline (§ 2c), Seller shall cause to be furnished to Buyer, at Seller’s expense,
a current commitment for owner’s
title insurance policy (Title
Commitment) in an amount equal to the Purchase Price, or if this box is
checked, o  An
Abstract of title certified to a current date. At Seller’s expense,
Seller shall cause the title insurance policy to be issued and delivered to
Buyer as
soon
as practicable at or after Closing. If a title insurance commitment is
furnished, it x  Shall
   o  Shall Not
commit to delete or insure over the standard exceptions which relate to:


 


(1)  parties
in possession,


(2)  unrecorded
easements,


(3)  survey
matters,


(4)  any
unrecorded mechanic’s liens,


(5)  gap
period (effective date of commitment to date deed is recorded), and


(6)  unpaid
taxes, assessments and unredeemed tax sales prior to the year of Closing.


 


Any additional premium expense to obtain this
additional coverage shall be paid by x Buyer      o Seller.


 


4

















 


b.  Copies of
Exceptions. On or before Title
Deadline (§ 2c), Seller, at Seller’s expense, shall furnish to Buyer
and Buyer’s
Agent, (1) a copy of any plats, declarations, covenants, conditions and  restrictions
burdening the Property, and (2) if a title insurance commitment is
required to be furnished, and if this box is checked x Copies of any Other
Documents (or, if illegible, summaries of such documents) listed in the schedule of
exceptions (Exceptions). Even if the box is not checked, Seller shall have the
obligation to furnish these documents pursuant to this section if requested by
Buyer any time on or before Document Request
Deadline (§ 2c). This requirement shall pertain only to documents as
shown of record in the offices of the clerk and recorder in the county where
the Property is located. The abstract or title insurance commitment, together
with any copies or summaries of such documents furnished pursuant to this
section, constitute the title documents (Title Documents).


 


c.  Survey. On or before Survey Deadline (§ 2c) x  Seller          o  Buyer shall cause Buyer (and the issuer of
the Title Commitment or the provider of the opinion of title if an abstract) to
receive a current o  Improvement
Survey Plat o Improvement Location Certificate      x ALTA/ASCM survey, see 25. b (the description
checked is known as Survey). An amount not to exceed $2,000 for Survey shall be
paid by o  Buyer x  Seller. If the cost exceeds this amount, o  Buyer x Seller shall pay the excess on or before Closing unless
Buyer delivers to Seller before Survey is ordered, Buyer’s written notice
allowing the exception for survey matters.


 


d. Common Interest Community Documents.


 


x                                                                                  (1) Not Applicable. This § 7d. shall
not apply.


 


(2) Common Interest Community Disclosure. THE PROPERTY IS
LOCATED WITHIN A COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION
FOR SUCH COMMUNITY. THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER
OF THE OWNER’S ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS
AND RULES AND REGULATIONS OF THE ASSOCIATION. THE DECLARATION, BYLAWS, AND
RULES AND REGULATIONS WILL IMPOSE FINANCIAL OBLIGATIONS UPON THE OWNER OF THE
PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION. IF THE
OWNER DOES NOT PAY THESE ASSESSMENTS, THE ASSOCIATION COULD PLACE A LIEN ON THE
PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE DECLARATION, BYLAWS, AND
RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER  FROM MAKING CHANGES
TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A
COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION. PURCHASERS
OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE
FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD
CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF
THE ASSOCIATION.


 


o                                                                                    (3) Not Conditional on Review. Buyer acknowledges
that Buyer has received  a copy of the owner’s
association declarations, bylaws, rules and regulations, party wall agreements, minutes
of most recent annual owners’ meeting and minutes of any directors’ meetings
during the 6-month period immediately preceding Title Deadline, if any (Governing
Documents), most recent financial documents consisting of (a) annual
balance sheet, (b) annual income and expenditures statement, and (c) annual budget (Financial
Documents), if any (collectively CIC Documents). Buyer has reviewed them, agrees to
accept the benefits, obligations and restrictions that they impose upon the Property and its owners and waives
any right to terminate this Contract due to such documents, notwithstanding the
provisions of § 8e.


 


(4) CIC Documents to Buyer.


 


o                                                                                                                                    (a) Seller to Provide
CIC Documents. Seller shall cause the CIC Documents to be provided to Buyer, at Seller’s
Expense, on or before Title Deadline (§ 2c).


 


o                                                                                                                                    (b) Seller Authorizes
Association. Seller authorizes the owners’ association to provide the C1C Documents to
Buyer, at Seller’s expense.


 


(c) Seller’s Obligation. Seller’s obligation
to provide the CIC Documents shall be fulfilled upon Buyer’s receipt of the CIC
Documents, regardless of who provides such documents.


 


(5) Conditional on Buyer’s Review. If the box in
either subsection 7d(4)(a) or subsection 7d(4)(b) is checked, the provisions of this subsection 7d(5) shall
apply. Written notice  of any
unsatisfactory provision in any of the CIC Documents, in Buyer’s subjective
discretion, signed by Buyer, or on behalf of Buyer, and delivered to Seller on
or before CIC Documents Objection Deadline
(§ 2c), shall terminate this Contract.


 


Should Buyer receive the CIC Documents after Title Deadline (§ 2c), Buyer shall have the
right, at  Buyer’s option, to
terminate this Contract by written notice delivered to Seller on or before ten
calendar days after Buyer’s receipt of the CIC Documents. If Buyer does not
receive the CIC Documents, or if such written notice to terminate would
otherwise be required to be delivered after the Closing Date, Buyer’s written
notice to terminate shall be
received by Seller on or before three calendar days prior to Closing Date (§ 2c). If Seller does not
receive written notice from Buyer


 


5

















 


within such time, Buyer accepts the provisions of
the CIC Documents, and Buyer’s right to terminate this Contract pursuant to
this subsection is waived, notwithstanding the provisions of § 8e.


 


NOTE: If no box in this § 7d is checked, the provisions of
subsection 7d(4)(a) shall apply.


 


8.                                      TITLE AND SURVEY REVIEW.


 


a.   Title
Review. Buyer shall have the right to inspect the Title Documents.  Written notice by Buyer of unmerchantability
of title, form or content of Title Commitment or of any other unsatisfactory
title condition shown by the Title Documents, notwithstanding § 13, shall be
signed by or on behalf of Buyer and given to Seller on or before Title Objection Deadline (§ 2c), or within
five calendar days after receipt by Buyer of any change to the Title Documents
or endorsement to the Title Commitment together with a copy of the document
adding any new Exception to title.  If Seller
does not receive Buyer’s notice by the date specified above, Buyer accepts the
condition of title as disclosed by the Title Documents as satisfactory.


 


b.   Matters not
Shown by the Public Records. Seller shall deliver to Buyer, on or before Off-Record Matters Deadline (§ 2c)
true copies of all leases and surveys in Seller’s possession pertaining to the
Property and shall disclose to Buyer all easements, liens (including, without
limitation, governmental improvements approved, but not yet installed) or other
title matters (including, without limitation, rights of first refusal, and
options) not shown by the public records of which Seller has actual knowledge.
Buyer shall have the right to inspect the Property to determine if any third
party has any right in the Property not shown by the public records (such as an
unrecorded easement, unrecorded lease, or boundary line discrepancy). Written
notice of any unsatisfactory condition disclosed by Seller or revealed by such
inspection, notwithstanding § 13, shall be signed by or on behalf of Buyer and
given to Seller on or before Off-Record
Matters Objection Deadline (§ 2c). If Seller does not receive Buyer’s
notice by said date, Buyer accepts title subject to such rights, if any, of
third parties of which Buyer has actual knowledge.


 


c.   Survey
Review.


 


o                            (1) Not Applicable. This § 8c shall not
apply.


 


x                           (2) Conditional
on Survey. If the box in this subsection 8c(2) is checked, Buyer shall have the
right to inspect the Survey. If written notice by or on behalf of Buyer of any
unsatisfactory condition shown by the Survey, notwithstanding § 8b or §
13, is received by Seller on or before Survey
Objection Deadline (§ 2c) then such objection shall be deemed an unsatisfactory
title condition. If Seller does not receive Buyer’s notice by Survey Objection Deadline (§ 2c), Buyer
accepts the Survey as satisfactory.


 


d.   Special
Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO
GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL
TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN
SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE
TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE
INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL
LEVIES. BUYER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE
AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL
LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN  INCREASE IN SUCH
MILL LEVIES.


 


In the event the Property is located within a
special taxing district and Buyer desires to terminate this Contract as a
result, if written notice, by or on behalf of Buyer, is received by Seller on
or before Off-Record Matters Objection
Deadline (§ 2c), this Contract shall terminate. If Seller does not receive Buyer’s notice by such
date, Buyer accepts the effect of the Property’s inclusion in such special taxing district and
waives the right to terminate for that reason.


 


e.   Right to
Object, Cure. Buyer’s right to object shall include, but not be limited to
those matters listed in § 13. If Seller receives notice of unmerchantability of
title or
any other
unsatisfactory title condition or commitment terms as provided in subsections §§
8a, b, c and d above, Seller shall use reasonable efforts to correct said items
and
bear any nominal expense to correct the same prior to Closing. If such
unsatisfactory title condition is not corrected to Buyer’s satisfaction on or before Closing, this Contract shall
terminate; provided, however, Buyer may, by written notice received by Seller
on or before Closing, waive objection to such items.


 


f.    Right of
First Refusal or Approval. If there is a right of first refusal on the
Property, or a right to approve this Contract, Seller shall promptly
submit this Contract according to the terms and conditions of such right. If
the holder of the right of first refusal exercises such
right or the holder of a right to approve disapproves this Contract, this Contract
shall terminate. If the right of first refusal is waived explicitly or expires,
or the Contract is approved, this Contract shall remain in full force and effect.
Seller shall promptly notify Buyer of the foregoing. If expiration or waiver of
the right of first refusal or Contract approval has not occurred on or before
the Right of First Refusal Deadline
(§ 2c), this Contract shall terminate.


 


g.   Title
Advisory. The Title Documents affect the title, ownership and use of the Property
and should be reviewed carefully. Additionally, other matters not reflected in
the Title Documents may affect the title, ownership and use of the Property, including without limitation boundary
lines and encroachments, area, zoning, unrecorded easements


 


6

















 


and claims of casements, leases and other
unrecorded agreements, and various laws and governmental regulations concerning
land use, development and environmental matters. The surface estate may be owned separately from the underlying mineral
estate, and transfer of the surface estate does not necessarily include
transfer of the mineral rights. Third parties may hold interests in oil, gas,
other minerals, geothermal energy or water on or under the Property, which
interests may give them rights to enter and use the Property. Such
matters may be excluded from the title insurance policy. Buyer is advised to
timely consult legal counsel with respect to all such matters as there are
strict time limits provided in this Contract (e.g., Title Objection Deadline [§
2c] and Off-Record Matters Objection Deadline [§ 2c]).


 


9.                                      LEAD-BASED PAINT. Unless exempt, if
the improvements on the Property include one or more residential dwellings for
which a building permit was issued prior to January 1, 1978, this Contract
shall be void unless a completed Lead-Based Paint Disclosure (Sales) form is
signed by Seller and the required real estate licensees, which must occur prior
to the parties signing this Contract. Buyer acknowledges timely receipt of a
completed Lead-Based Paint Disclosure (Sales) form signed by Seller and the
real estate licensees.


 


10.                               PROPERTY DISCLOSURE,
INSPECTION, INSURABILITY; BUYER DISCLOSURE.


 


a. Seller’s Property Disclosure Deadline. On or before Seller’s
Property Disclosure Deadline (§ 2c), Seller agrees to provide Buyer with the
most current version of the Seller’s Property Disclosure form completed by
Seller to the best of Seller’s current actual knowledge, current as of the date
of this Contract.


 


b. Inspection Objection Deadline. Buyer shall have the  right to have
inspections of the physical condition of the Property and Inclusions, at Buyer’s
expense. If the physical condition of the Property or Inclusions is
unsatisfactory in Buyer’s subjective discretion, Buyer shall, on or before
Inspection Objection Deadline (§ 2c):


 


(1)   notify
Seller in writing that this Contract is terminated, or


 


(2)   provide
Seller with a written description of any unsatisfactory physical condition
which Buyer requires Seller to correct (Notice to Correct).


 


If written notice is not received by Seller on or
before Inspection Objection Deadline (§
2c), the physical condition of the Property and Inclusions shall be deemed to
be satisfactory to Buyer.


 


c. Resolution Deadline. If a Notice to
Correct is received by Seller and if Buyer and Seller have not agreed in writing to a
settlement thereof on or before Resolution
Deadline (§ 2c), this Contract shall terminate one calendar day
following the Resolution Deadline
(§ 2c), unless before such termination Seller receives Buyer’s written withdrawal
of the Notice to Correct.


 


d. Insurability. This Contract is conditioned upon Buyer’s
satisfaction, in Buyer’s subjective discretion, with the availability,
terms, conditions and premium for property insurance. This Contract shall terminate upon Seller’s receipt,
on or before Property  Insurance
Objection Deadline (§ 2c) of Buyer’s written notice that such
insurance was not satisfactory to Buyer. If said notice is not timely received,
Buyer shall have waived any right to terminate under this provision.


 


e. Damage, Liens and Indemnity. Buyer is responsible for payment for all inspections, surveys,
engineering reports or for any other work performed at Buyer’s request and shall
pay for
any
damage which occurs to the Property and Inclusions as a result of such
activities. Buyer shall not permit claims or liens of any kind against the
Property for inspections, tests, surveys, engineering reports, or any other
work performed on the Property at Buyer’s request. Buyer agrees to indemnify, protect
and hold Seller harmless from and against any liability, damage, cost or expense incurred
by Seller in connection with any such inspection, claim, or lien. This
indemnity includes Seller’s right to recover all costs and expenses
incurred by Seller to enforce this section, including Seller’s reasonable
attorney and legal fees. The provisions of this section shall survive the
termination of this Contract.


 


f. Buyer Disclosure. Buyer represents
that Buyer   o Does   x  Does Not need to sell and close a property to
complete this transaction.


 


Note: Any property sale contingency should appear in Additional Provisions (§ 25).


 


11.                               METHAMPHETAMINE LABORATORY
DISCLOSURE. The parties acknowledge that Seller is required to disclose whether
Seller knows that the Property was previously used as a methamphetamine
laboratory. No disclosure is required if the Property was remediated in
accordance with state standards and other requirements are fulfilled pursuant
to § 25-18.5-102, C.R.S. Buyer further acknowledges that Buyer has the
right to engage a certified hygienist or industrial hygienist to test whether
the Property has ever been used as a methamphetamine laboratory. In the event
that the Property has been used as a methamphetamine laboratory, Buyer may
provide written notice to Seller, on or before Closing, to terminate this Contract.


 


12.                               CLOSING. Delivery of deed
from Seller to Buyer shall be at closing (Closing). Closing shall be on the
date specified as Closing Date (§
2c) or by mutual agreement at an earlier date. The hour and place of Closing
shall be as designated by mutual agreement of the parties.


 


7

















 


13.                               TRANSFER OF TITLE. Subject to tender
or payment at Closing as required herein and compliance by Buyer with the other
terms and provisions hereof, Seller shall execute and deliver a good and
sufficient special warranty deed
to Buyer, at Closing, conveying the Property free and clear of all taxes except
the general taxes for the year of Closing. Except as provided herein, title
shall be conveyed free and clear of all liens, including any governmental liens
for special improvements installed as of the date of Buyer’s signature hereon,
whether assessed or not. Title shall be conveyed subject to:


 


a.               those specific Exceptions and described by reference
to recorded documents as reflected in the Title Documents accepted by Buyer in
accordance with § 8a (Title Review),


 


b.         distribution utility easements (including cable TV),


 


c.          those specifically described rights of third parties
not shown by the public records of which Buyer has actual knowledge and which
were accepted by Buyer in accordance with § 8b (Matters not Shown by the Public
Records) and § 8c (Survey Review).


 


d.         inclusion of the Property within any special taxing
district,


 


e.          the benefits and burdens of any recorded declaration
and party wall agreements, if any, and


 


f.            other none.


 


14.                               PAYMENT OF ENCUMBRANCES. Any encumbrance
required to be paid shall be paid at or before Closing from the proceeds of
this transaction or from any other source.


 


15.                               CLOSING COSTS, DOCUMENTS AND
SERVICES.


 


a.   Good Funds. Buyer and Seller
shall pay, in Good Funds, their respective Closing costs and all other items
required to be paid at Closing, except as otherwise provided herein.


 


b.   Closing
Documents. Buyer and Seller shall sign and complete all customary or reasonably
required documents at or before Closing.


 


c.   Closing
Services Fee. Fees for real estate Closing services shall be paid
at Closing by x  One-Half by Buyer
and One-Half by Seller   o  Buyer   o  Seller.


 


d.   Status
Letter and Transfer Fees. Any fees incident to the issuance of owners’
association statement of assessments (Status Letter) shall be paid by o  Buyer o Seller.   o  One-Half by Buyer and One-Half by Seller.
Any fees incident to the transfer from Seller to Buyer assessed by the owners’
association (Owners’ Association Transfer Fee) shall be paid by o Buyer   o Seller   qOne-Half by Buyer and
One-Half by Seller.


 


e.   Local
Transfer Tax. The local transfer tax of N/A% of the Purchase Price shall be
paid at Closing by o Buyer
 o Seller  
o  One-Half by Buyer
and One-Half by Seller.


 


f.    Sales and
Use Tax. Any sales and use tax that may accrue because of this transaction shall
be paid when due by x Buyer   o  Seller   o One-Half by Buyer and One-Half by Seller.


 


16.                               PRORATIONS. The following shall
be prorated to Closing Date (§
2c), except as otherwise provided:


 


a.   Taxes. Personal property taxes, if
any, and general real estate taxes for the year of Closing, based on o  Taxes for the Calendar Year
Immediately Preceding Closing x  Most Recent Mill Levy and Most
Recent Assessed Valuation o Other   .


 


b.   Rents. Rents based on  x Rents Actually Received   o Accrued. Security deposits
held by Seller shall be credited to Buyer. Seller shall assign all leases to Buyer and Buyer
shall assume such leases.


 


c.   Association
Assessments. Current regular owners’ association assessments and
association dues (Association Assessments) paid in advance shall be credited to Seller at Closing. Cash
reserves held out of the regular Association Assessments for deferred maintenance by the
owners’ association shall not be credited to Seller except as may be otherwise provided by
the Governing Documents. Any special assessment by the owners’ association for
improvements that have been installed as of the date of Buyer’s signature
hereon shall be the obligation of Seller. Any other special assessment assessed
prior to Closing Date (§ 2c) by
the owners’ association shall be the obligation of o  Buyer   oSeller. Seller represents
that the amount of the Association Assessment is currently payable at $N/A per N/A  and that there are no
unpaid regular or special assessments against the Property except the current
regular assessments and except N/A. Such assessments are subject to change as provided in the Governing
Documents. Seller agrees to promptly request the owners’ association to deliver
to Buyer before Closing Date (§
2c) a current statement of assessments against the Property.


 


d.   Other
Prorations. Water and sewer charges; interest on any continuing
loan, and any
similar items.


 


e.   Final Settlement.
Unless otherwise agreed in writing, these prorations shall be final.


 


17.                               POSSESSION. Possession of the
Property shall be delivered to Buyer on Possession Date
and Possession Time (§ 2c),
subject to the following leases or tenancies: none.


 


8














 


If Seller, after Closing, fails to deliver
possession as specified, Seller shall be subject to eviction and shall be
additionally liable to Buyer for payment of $1,000 per day (or any part of a day) from the Possession
Date and Possession Time (§ 2c) until
possession is delivered.


 


Buyer o Does   x  Does Not represent that Buyer will occupy the Property as
Buyer’s principal residence.


 


18.                             ASSIGNABILITY. This Contract  x  Shall   o  Shall Not be assignable by
Buyer without Seller’s prior written consent. Except as so restricted, this
Contract shall inure to the benefit of and be binding upon the heirs, personal
representatives, successors and assigns of the parties.


 


19.                               INSURANCE; CONDITION OF,
DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise provided in this
Contract, the Property, Inclusions or both shall be delivered in the condition
existing as of the date of this Contract, ordinary wear and tear excepted.


 


a.            Casualty Insurance. In the event the
Property or Inclusions shall be damaged by fire or other casualty prior to
Closing, in an amount of not more than ten percent of the total Purchase Price,
Seller shall be obligated to repair the same before the Closing Date (§ 2c). In the event such
damage is not repaired within said time or if the damages exceed such sum, this
Contract may be terminated at the option of Buyer by delivering to Seller
written notice of termination on or before Closing. Should Buyer elect to carry
out this Contract despite such damage, at Closing, Buyer shall be entitled to a
credit for all the insurance proceeds that were received by Seller (but not owners’
association, if any) resulting from such damage to the Property and Inclusions
plus the amount of any deductible provided for in such insurance policy. Such
credit not to exceed the Purchase Price. In the event Seller has not received
such insurance proceeds prior to Closing, then Seller shall assign such
proceeds, at Closing, plus credit Buyer the amount of any deductible provided
for in such insurance policy, but not to exceed the total Purchase Price.


 


b.            Damage, Inclusions and
Services. Should any Inclusion or service (including systems and components of the
Property, e.g. heating, plumbing, etc.) fail or be damaged between the date of
this Contract and Closing or possession, whichever shall be earlier, then
Seller shall be liable for the repair or replacement of such Inclusion or
service with a unit of similar size, age and quality, or an equivalent credit,
but only to the extent that the maintenance or replacement of such Inclusion,
service or fixture is not the responsibility of the owners’ association, if
any, less any insurance proceeds received by Buyer covering such repair or
replacement. Seller and Buyer are aware of the existence of pre-owned home
warranty programs that  may be purchased
and may cover the repair or replacement of some Inclusions. The risk of loss
for damage to growing crops by fire or other casualty shall be borne by the
party entitled to the growing crops as provided in subsection 3a(7) and
such party shall be entitled to such insurance proceeds or benefits for the
growing crops.


 


c.            Walk-Through and
Verification of Condition. Buyer, upon reasonable notice, shall have the right
to walk through the Property prior to Closing to verify that the physical condition
of the Property and Inclusions complies with this Contract.


 


20.                               RECOMMENDATION OF LEGAL AND  TAX COUNSEL. By signing this
document, Buyer and Seller acknowledge that the respective broker has advised that this
document has important legal consequences and has recommended the examination
of title and consultation with legal and tax or other counsel before signing this
Contract.


 


21.                             TIME OF ESSENCE, DEFAULT AND
REMEDIES. Time is of the essence hereof. If any note or check received as Earnest
Money hereunder
or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation
hereunder is not performed or waived as herein provided, there shall be the
following remedies:


 


a.   If Buyer is in Default:


 


o                                                                                   (1)  Specific
Performance. Seller
may elect to treat this Contract as canceled, in which case all Earnest Money
(whether or not paid by Buyer) shall be forfeited by Buyer, paid to Seller and retained
by Seller; and Seller may recover such damages as may be proper; or Seller may
elect to treat this Contract as being in full force and effect and Seller shall
have the right to specific performance or damages, or both.


 


x                                                                                 (2)  Liquidated
Damages. All Earnest Money (whether or not paid by Buyer) shall be forfeited by Buyer,
paid to Seller, and retained by Seller. Both parties shall thereafter be
released from all obligations hereunder. It is agreed that the Earnest Money
specified in § 4 is LIQUIDATED DAMAGES, and not a penalty, which amount the
parties agree is fair and reasonable and (except as provided in § §10e, 19,
21c, 22, 23), and forfeiture shall be SELLER’S SOLE AND ONLY REMEDY for Buyer’s
failure to perform the obligations of this Contract. Seller expressly waives
the remedies of specific performance and additional damages.


 


b.          If Seller is in Default: Buyer may elect to
treat this Contract as canceled, in which case all Earnest Money received
hereunder shall be returned and Buyer may recover such damages as may be
proper, or Buyer may elect to treat this Contract as being in full force and
effect and Buyer shall have the right to specific performance or damages, or
both.


 


c.          Costs and Expenses. In the event of
any arbitration or litigation relating to this Contract, the arbitrator or
court shall award to the prevailing party all reasonable costs and expenses,
including attorney and legal fees.


 


22.                               MEDIATION. If a dispute arises
relating to this Contract, prior to or after closing, and is not resolved, the
parties shall first proceed in good faith to submit the matter to mediation. Mediation is a
process in which the parties


 


9

















 


meet with an impartial person who helps to resolve
the dispute informally and confidentially. Mediators cannot impose binding
decisions. The parties to the dispute must agree before any settlement is
binding. The parties will jointly appoint an acceptable mediator and will
share equally in the cost of such mediation. The mediation, unless otherwise
agreed, shall terminate in the event the entire dispute is not resolved within
30 calendar days of the date written notice requesting mediation is sent by one
party to the other at the party’s last known address. This section shall not
alter any date in this Contract, unless otherwise agreed.


 


23.                               EARNEST MONEY DISPUTE. Except as
otherwise provided herein, Earnest Money Holder shall release the Earnest Money
as directed by written mutual instructions, signed by both Buyer and Seller. In
the event of any controversy regarding the Earnest Money (notwithstanding any
termination of this Contract), Earnest Money Holder shall not be required to
take any action. Earnest Money Holder, at its option and sole discretion, may: (a) await
any proceeding, (b) interplead all parties and deposit Earnest Money into
a court of competent jurisdiction and shall recover court costs and reasonable
attorney and legal fees, or (c) give written notice to Buyer and Seller
that unless Earnest Money Holder receives a copy of the Summons and Complaint
or Claim (between Buyer and Seller), containing the case number of the lawsuit
(Lawsuit) within 120 calendar days of Earnest Money Holder’s written notice to the parties, Earnest Money
Holder shall be authorized to return Earnest Money to Buyer. In the event Earnest Money Holder does not
receive a copy of the Lawsuit, and has interpled the monies at the time of any
Order, Earnest Money Holder shall disburse the Earnest Money pursuant to the
Order of the Court. The parties reaffirm the obligation of Mediation (§ 22).


 


24.                               TERMINATION. In the event this
Contract is terminated, all Earnest Money received hereunder shall be returned
and the parties shall be relieved of all obligations hereunder, subject to § §
10e, 22 and 23.


 


25.                               ADDITIONAL PROVISIONS. (The following
additional provisions have not been approved by the Colorado Real Estate
Commission.)


 


a)         ADDITIONAL EARNEST MONEY. An additional $150,000
shall be deposited by Buyer with Title Company within one (1) business
days after the Buyer has waived its Inspection contingency per Section 10.
b. & 10. c. The total $250,000 shall be applied to the Purchase Price  and shall be
non-refundable to Buyer except for i) any new title matter pursuant to Section 8.
a, or ii) a Seller default.


 


b)         SURVEY. Seller, at its
expense, shall provide Buyer with a Survey for the Property which complies with
the current requirements of ALTA/ASCM. The Survey will be certified to the
Buyer, Buyer’s Lender, and the Title Company. If Buyer fails to purchase the
Property for any reason constituting a default on the part of the Buyer, Buyer
shall reimburse Seller for the cost of the survey.


 


c)         CLOSING & CLOSING
EXTENSION. Closing shall be no later than fifteen (15) days after Buyer has waived
its Inspection contingency per Section 10. b & 10. c., to be
scheduled by mutual agreement of Buyer and Seller. Buyer shall be allowed one (1) thirty
(30) day extension upon providing written notice to Seller and an additional
$50,000 in Earnest Money, to be applied to the Purchase Price at Closing. If after
extending the Closing the Buyer fails to close for any reason constituting
a default on its part, the entire Earnest Money shall be paid over to the Seller pursuant
to 121.


 


d)         Buyer acknowledges that
the 50/60Hz generator, located in the Property, is the personal property of the tenant currently located within the
Property. The tenant shall vacate the Property prior to Closing and shall have the
right to remove such personal property from the Property prior to Closing, provided that
Tenant shall also remove all associated wiring and repair any damage caused by
such removal. Buyer shall have no right to such personal property. See Exhibit A
attached
hereto and incorporated herein by this reference.


 


26.                               ENTIRE AGREEMENT,
MODIFICATION, SURVIVAL. This agreement constitutes the entire Contract
between the parties relating to the subject hereof, and any prior agreements
pertaining thereto, whether oral or written, have been merged and integrated into
this Contract. No subsequent modification of any of the terms of this Contract shall be
valid, binding upon the parties, or enforceable unless made in writing and
signed by the parties. Any obligation in this Contract that, by its terms, is intended to be
performed after termination or Closing shall survive the same.


 


27.                               FORECLOSURE DISCLOSURE AND
PROTECTION. Seller acknowledges that, to Seller’s current actual knowledge, the
Property  o  . IS   x IS NOT in foreclosure. In
the event this transaction is subject to the provisions of the Colorado
Foreclosure Protection Act (the Act) (i.e., generally the Act requires that the
Property is residential, in foreclosure, and Buyer does not reside in it for at
least 1 year), a different contract that complies with the provisions of the
Act is required, and this Contract shall be void and of no effect unless the
Foreclosure Property Addendum is executed by all parties concurrent with the
signing of this Contract. The parties are further advised to consult with their
own attorney.


 


28                                NOTICE, DELIVERY AND CHOICE
OF LAW.


 


a.  Physical Delivery. Except for the notice
requesting mediation described in § 22, and except as provided in § 28b below,
all notices must be in writing. Any notice to Buyer shall be effective when
received by Buyer or by Selling Brokerage Firm, and any notice to Seller shall
be effective when received by Seller or Listing Brokerage Firm.


 


10

















 


b.  Electronic
Delivery. As an alternative to physical delivery, any signed document and written
notice may be delivered in electronic form by the following indicated methods
only:  x  Facsimile   xE-mail   oNo Electronic Delivery. Documents with
original signatures shall be provided upon request of any party.


 


c.  Choice of Law. This Contract and all disputes arising
hereunder shall be governed by and construed in accordance with the laws of the
State of Colorado that would be applicable to Colorado residents who sign a
contract in this state for property located in Colorado.


 


29.                               NOTICE OF ACCEPTANCE,
COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and
Seller, as evidenced by their signatures below, and the offering party receives
notice of such acceptance pursuant to § 28 on or before Acceptance Deadline Date (§ 2c) and Acceptance Deadline Time (§ 2c). If
accepted, this document shall become a contract between Seller and Buyer. A
copy of this document may be executed by each party, separately, and when each
party has executed a copy thereof, such copies taken together shall be deemed
to be a full and complete contract between the parties.


 


 


	
   

  	
  

  	
   

  	
   

  
	
  Buyer Ascent Solar Technologies, Inc.

  	
   

  	
  Buyer

  	
   

  
	
  By:

  	
   

  	
  Matthew Foster

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
  President & CEO

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  11/26/07

  	
   

  	
  Date:

  	
   

  
	
  Address:

  	
  8120 Shaffer Parkway,

  	
   

  	
  Address:

  	
   

  
	
   

  	
  Littleton, CO 80127-4107

  	
   

  	
   

  	
   

  
	
  Phone No.:

  	
  (303) 285-5137

  	
   

  	
  Phone No.:

  	
   

  
	
  Fax No.:

  	
  (303) 285-9882

  	
   

  	
  Fax No.:

  	
   

  
	
  Email Address:

  	
    arnisra@ascentsolar.com

  	
   

  	
  Email Address:

  	
   

  
												



[NOTE: If
this offer is being countered or rejected, do not sign this document. Refer to
§ 30]


 


 


	
   

  	
  

  	
   

  	
   

  
	
  Seller J N
  Properties

  	
   

  	
  Seller

  
	
  By:

  	
  Morgan Nields

  	
   

  	
   

  
	
  Date:

  	
  11/28/07

  	
   

  	
  Date:

  	
   

  
	
  Address:

  	
  4 Sunrise Drive

  	
   

  	
  Address:

  	
   

  
	
   

  	
  Englewood, CO 80113

  	
   

  	
   

  	
   

  
	
  Phone No.:

  	
  (303) 242-8026

  	
   

  	
  Phone No.:

  	
   

  
	
  Fax No.:

  	
  (303) 396-0033

  	
   

  	
  Fax No.:

  	
   

  
	
  Email Address:

  	
  mnields@abla-tx.com

  	
   

  	
  Email Address:

  	
   

  
										



 


38.                               COUNTER; REJECTION. This offer is o Countered   o Rejected.


 


Initials only of party (Buyer or Seller) who countered
or rejected offer                 


 


END OF CONTRACT


 


Note: Closing Instructions and Earnest Money Receipt should be signed on or before Title Deadline (§ 2c).


 


SELLING BROKER’S ACKNOWLEDGMENTS AND COMPENSTION DISCLOSURE. 


(To be completed by Selling Broker)


 


The Selling Broker
o Does    x Does Not acknowledge receipt
of the Earnest Money deposit specified in § 4 and, while not a party to the
Contract, agrees to cooperate upon request with any mediation concluded under §
22.


 


11

















 


The Selling Broker is working with the Buyer as a  x Buyer’s Agent   o Transaction-Broker in this
transaction. o This is a Change of Status.


 


Seller  o IS   x  IS  NOT
a
customer working with Selling Broker as a Seller’s Agent.


 


The Selling Brokerage Firm’s compensation or
commission is to be paid by o Listing Brokerage Firm
  o Buyer  x Other Seller shall
pay Selling Brokerage Firm a commission equal to 2.5% of the purchase price.


 


Selling Brokerage Firm’s Name:   Oliver Real
Estate Commercial


 





 


	
  Broker

  	
   

  	
  Tony Oliver

  
	
  Date:

  	
   

  	
  11/26/07

  
	
  Address:

  	
   

  	
  1400 S. Colorado Blvd, # 410

  
	
   

  	
   

  	
  Denver, CO 80222

  
	
  Phone No.:

  	
   

  	
  (303) 691-0179

  
	
  Fax No.:

  	
   

  	
  (303) 757-7275

  
	
  Email Address:

  	
   

  	
  tonyoliver@earthlink.net

  



 


LISTING BROKER’S ACKNOWLEDGEMENTS AND
COMPENSATION DISCLOSURE. 


(To be completed by Listing Broker)


 


The Listing Broker o Does    x Does Not acknowledge
receipt of Earnest Money deposit specified in § 4 and, while not a party to the
Contract, agrees to cooperate upon request with any mediation concluded under §
22.


 


The Listing Broker is working with the Seller as a x Seller’s Agent o Transaction-Broker
in this transaction. o This is a Change of Status.


 


Buyer  o IS    o IS NOT a customer working
with Selling Broker as a Buyer’s Agent.


 


Listing Broker Firm’s compensation is to be paid by  x Seller    o Buyer    o Other




Listing Brokerage Firm’s Name:  CB Richard
Ellis


 


	
  Broker

  	
   

  	
  Jim Bolt

  
	
  Date:

  	
   

  	
                             

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Phone No.:

  	
   

  	
  720-528-6310

  
	
  Fax No.:

  	
   

  	
   

  
	
  Email Address:

  	
   

  	
  james.bolt@cbre.com

  



 


12

















 


EXHIBIT A


 


THIS EXHIBIT A is
attached to and shall be a part of that certain Contract to Buy and Sell Real
Estate dated November 26, 2007, by and between J N PROPERTIES (“Seller”) and ASCENT SOLAR TECHNOLOGIES, INC. (“Buyer”) related to
Property known as 12300 Grant Street, Thornton, CO (the “Contract”). The terms
of the Contract are supplemented as hereinafter set forth. In the event of any
conflict between any terms of the Contract and this Exhibit A, this Exhibit A
shall be controlling.


 


1.                                       Seller’s Warranties and Obligations.


 


(a)                                  In order to induce Buyer to enter into this
Contract, Seller does hereby warrant and represent to Buyer that to the best of
Seller’s knowledge and belief:


 


(i)                              There has been no written demand by any
beneficiary of any deed of trust, insurance underwriter or governmental
authority for work to be done or other action to be taken by Seller which has
not been complied with to the satisfaction of the entity making such demand;
and


 


(ii)                            All information to be delivered to Buyer
hereunder by Seller shall be true, correct and complete to the best of Seller’s
knowledge, as of the date of such information.


 


(b)                                 Seller further represents and warrants that as of the date of this Contract and as of
the date of closing;


 


(i)                           Seller has all requisite authority to enter into this
Contract and to perform all obligations hereunder. Seller is not a party to, subject to or bound by, and will not be a
party to, subject to or bound by, and except as disclosed herein, none of the
Property is subject to: any deed of
trust,
loan agreement or other agreement or instrument of any kind, or any judgment, order,
writ, injunction or decree of any court or governmental body that could prohibit, prevent
or affect the carrying out of
the transactions
contemplated by this Contract,
or the performance by Seller of any obligations hereunder or the use by Buyer
of the Property.


 


(ii)                            This Contract has been duly executed by and
constitutes a valid and binding obligation of Seller in accordance with its
terms.


 


(iii)                          To the best of Seller’s knowledge and belief,
except as specifically disclosed and approved by Buyer, there is no litigation,
action, proceeding or investigation pending or threatened before any court,
administrative agency or other governmental body by or against Seller or which
affects or relates to the Property.


 


(c)                                  Between the date of execution hereof and the
date of the closing, Seller:


 


1

















 


(i)                              Shall not dispose of any interest in the Property and
shall not grant any deed of trust or pledge or subject to lien or other
encumbrance any interest in the Property;


 


(ii)                            Shall enter into no
contract or lease which affects the Property or the transactions contemplated
by this Contract without the prior written consent of the Buyer.


 


The foregoing warranties and representations shall
be restated and true and correct as of the closing date. The provisions of this
paragraph shall survive the closing, and shall continue in full force and
effect for a period of twelve months from and after Closing.


 


2.                                       No Representations. Seller and Buyer acknowledge and agree that, except
as provided in Section 1 above and as otherwise expressly provided for
elsewhere in this Contract, Seller has not made any representations,
warranties, or agreements to Buyer as to any matter concerning the Property,
the present use thereof, or the suitability for Buyer’s intended use of the
Property, including, without limitation, any representations, warranties, or
agreements relating to topography, climate, air, water, water rights,
utilities, present and future zoning, soil, subsoil, environmental conditions,
the purposes to which the Property is suited, the use of adjoining of nearby
properties, drainage, access to public roads, or proposed routes of roads, or
extensions thereof, or the effect of any state or federal environmental
protection laws or regulations. Buyer represents and warrants to Seller that
Buyer has made or will make its own independent inspection and investigation of
the Property and, in entering into this Contract, Buyer intends to rely solely
on such inspection and investigation of the Property. No patent or latent physical
condition of the Property, whether or not now known or discovered, shall affect
the rights of either party hereto. No agreement, warranty, or representation, unless
expressly contained or provided for in Section 1, shall bind Seller. Buyer
expressly waives any right of rescission and all claims for damages by reason
of any
statement, representation, warranty, promise, or agreement, if any, unless
contained in this Agreement. The foregoing provisions of Paragraph 2 of this Exhibit A notwithstanding,
Seller shall not be relieved of its obligation to disclose latent defects in the
Property actually known to Seller and which would not be discoverable by Buyer pursuant
to a
reasonable inspection of the Property.


 


3.                                         Inspection of Documents. Within ten (10) days of the mutual acceptance
of this Contract, Seller shall deliver to Buyer, for Buyer’s inspection, copies
of the following documents relating to the Property, to the extent that such
documents are in Seller’s possession or control:


 


(a)                                  All environmental
assessments, reports, and other environmental information regarding the
Property.


 


(b)                                 All soils tests or
analyses relating to the Property.


 


(c)                                  All surveys, plans
and drawings regarding the Property.


 


2

















 


(d)                                    All flood plain maps or other information
regarding the existing flood plain designation as it relates to the Property.


 


(e)                                     All title insurance
commitments and policies relating to
the Property.


 


(f)                                       All leases affecting the
Property, Buyer acknowledges that all leases encumbering the Property shall be
terminated by Seller on or before Closing.


 


4.                                         Interest Bearing Account.  All Earnest Money paid to Earnest Money
Holder shall be deposited in an interest bearing account with the interest accruing
to the benefit of Buyer unless the Earnest Money is paid to Seller pursuant to
§21 of the Contract, in which case it shall be paid over to the Seller.


 


5.                                         Access.  Seller covenants and agrees that from
and after the date of the Seller=s execution. of this Contract, Buyer and its
contractors, agents and/or employees, shall have reasonable access, and the
right to enter upon the Property for the purpose of making surveys, engineering
studies, soil tests, drainage studies, and such other tests, studies, or
investigations, as the Buyer deems necessary, to determine the viability of the
Property for the use to which Buyer intends to put it. Seller will endeavor to
provide access within 48 hours of any request by Buyer.


 


6.                                         Indemnification; No Mechanic’s Lien.  Buyer hereby
acknowledges that the preparation and submission of any plans, and the making
of investigations, tests, and surveys prior to the Closing hereunder, is for
the benefit of and at the insistence of Buyer. Buyer expressly acknowledges that nothing in this Contract shall
authorize Buyer, or any person dealing with, through, or under Buyer to subject
Seller’s interest in any portion of the Property to mechanic’s liens prior to
Closing of the Property. Buyer agrees to indemnify, hold harmless, and defend
Seller from any claim, liability, loss, damage, cost, or expense, including
attorney’s fees, which Seller may incur or that may be asserted by reason of
any entry on the Property or work performed by, through, or under Buyer or the preparation of any plans by or on
behalf of Buyer, or the making of investigations, tests, and surveys ordered or
conducted by Buyer. Buyer agrees not to permit or suffer and, to the extent so
permitted or suffered, to cause to be immediately removed and released, any mechanic’s,
materialman’s, or other lien on account of supplies, machinery, tools,
equipment, labor, or materials furnished or used in connection with the
planning, design, inspection, construction, alteration, repair, or surveying of
the Property, or preparation of plans with respect thereto as aforesaid by,
through, or under Buyer.


 


7.                                         Prior Insurance Loss.  Buyer
acknowledges that Seller experienced a loss at the Property due to vandalism
and theft. Seller has approximately $110,000.00 remaining in insurance proceeds
to be used to restore and refurbish the Property. Within three (3) business
days after mutual execution of this Contract, Seller and Buyer agree to agree
upon the specific repairs and replacements to be made to the Property using the insurance proceeds. Buyer shall request the
specific repairs and replacements which Buyer wishes the insurance proceeds to
be used to repair and refurbish the Property and Seller shall have the right to
approve such repairs and replacements in the exercise of


 


3

















 


Seller’s reasonable discretion. If Buyer and Seller
are unable to agree upon the specific list of repairs and replacements within
such three (3) business days after mutual execution of this Contract,
either party shall have the right to terminate this Contract and the earnest
money deposit shall be returned to Buyer. Seller shall, subject to force
majure, complete all such work prior to Closing and Buyer shall cooperate fully
to facilitate such work. If the repairs and replacements exceed the sum of
$110,000.00 Buyer shall pay to Seller at Closing, the additional amount in
excess of such $110,000.00. If the proposed work exceeds an estimated amount
$125,000.00, Seller shall have the right to request that Buyer deposit into
escrow the amount in excess of $110,000.00 as an additional earnest money
deposit. If work, in the amount of $110,000.00 or more, is not completed prior
to Closing, Seller shall escrow, at Closing, an amount reasonably agreed upon
by Seller and Buyer to complete the repairs and replacements and Seller shall
have a right to receive such funds upon completion of and payment for such
work.


 


8.                                         Dates for Performance.  Should any date in
this Contract call for the performance of any action or notice, or the
occurrence of any event, on a Saturday, Sunday or legal holiday, such date
shall be the next business day thereafter.


 


9.                                         Further Acts.  In addition
to the acts, deeds, instruments and agreements recited herein and contemplated
to be
performed, executed and delivered by Buyer and Seller, Buyer and Seller shall
perform, execute and deliver or cause to be performed, executed and delivered
at any Closing or after any Closing, any and all further acts, deeds,
instruments and agreement and provide such further assurances as the other
party or the title company may reasonably required to consummate the
transaction contemplated hereunder. However, the foregoing shall not be deemed
to (i) require Seller to expend a sum of money which it would not
reasonably have anticipated on the execution date, or (ii) require Buyer to expend a
sum of money which it could not reasonably have anticipated on the Inspection Objection Deadline.


 


10.                                    Gender/Headings.  Throughout this Agreement, where such
meanings would be appropriate: (a) the masculine gender shall be deemed to include the
feminine and the neuter and vice versa, and (b) the singular shall be
deemed to include the plural, and vice versa. The headings herein are inserted
only as a matter of convenience and reference, and in no way define, or
describe the scope of the Agreement, or the intent of any provisions
thereof.


 


11.                                    Waiver.  Buyer shall have the right to waive
compliance by Seller with any condition or covenant contained herein.


 


12.                                    Non-Waiver.  Failure of either party to declare any
breach or default immediately upon occurrence thereof, or delay in taking any action in
connection therewith, shall not waive such breach or default, but the
non-defaulting party shall have the right to declare any such breach or default
at any time and take such action as might be lawful or authorized hereunder
either at law or in equity.


 


13.                                    Transfer of Title.  §13. shall
be amended by deleting Sub¶s b. and e. In addition, Sub¶ c. shall be amended to
read “those specifically described rights of third


 


4

















 


parties not shown by the public records
disclosed to Buyer in writing and which were accepted by Buyer in accordance
with §8.b (Matters Not Shown by the Public Records) and §8.c. (Survey).”


 


 


	
  SELLER:

  	
  BUYER:

  
	
   

  	
   

  
	
  J N PROPERTIES

  	
  ASCENT SOLAR TECHNOLOGIES, INC.

  



 


	
  By:

  	
  

  	
   

  	
  By:

  	
        
  

  
	
   

  	
  Morgan Nields

  	
   

  	
   

  	
  Matthew Foster

  



 


5