Exhibit 10.2





Exhibit 10.2




REAL ESTATE PURCHASE CONTRACT




This Real Estate Purchase Contract (herein called the “Agreement”) is entered into
effective as of the date it has been signed by all parties, by and between SOUTH PADRE ISLAND
DEVELOPMENT, LLC, a Delaware limited liability company (herein “Seller”), and PRIME
FINANCIAL L.L.C., an Oklahoma limited liability company, or its assigns (herein “Buyer”).
LANDMARK LAND COMPANY, INC., a Delaware corporation (“Landmark”), GERALD G. BARTON, an
individual (“Barton”), and JACK E. GOLSEN, an individual (“Golsen”), are executing
this Agreement for the specific purposes more particularly set forth herein.



R E C I T A L S:





	 	(a)	 	Buyer desires to purchase from Seller the following:







	 	(i)	 	that certain real property located in Cameron County, Texas,
more particularly described on Exhibit A” attached hereto (the “Land”);

	 
	 	(ii)	 	all right, title and interest of Seller in and to all streets,
alleys, easements and rights-of-way in, on, across, in front of, abutting or
adjoining the Land and any other appurtenances belonging thereto (collectively,
the “Appurtenances”); and

	 
	 	(iii)	 	all right, title and interest of Seller in and to all
structures, sidewalks, parking areas, access ways, landscaping and other
improvements located on the Land (collectively the “Site
Improvements”).






The Land, Appurtenances and Site Improvements are hereinafter collectively called the
“Property.” The legal description for the Land used in the Deed required of Seller under
this Agreement will be based on the description of the Land in the mutually acceptable Survey to be
obtained pursuant to the terms of this Agreement.



(b) Seller is willing to sell and convey the Property to Buyer on the terms and conditions
hereinafter set forth.



A G R E E M E N T S:




In consideration of the covenants contained herein and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller, Buyer, Landmark, Barton, and
Golsen, as applicable, agree as follows:



Article 1 — Agreement to Buy and Sell




Seller hereby agrees to sell the Property to Buyer and Buyer hereby agrees to purchase the
Property from Seller, subject to the terms and conditions of this Agreement.


 












 





Article 2 — Purchase Price




The total purchase price for the Property (herein the “Purchase Price”) shall be the
sum of $2,500,000.00, payable as follows:



2.1 Earnest Money Deposit. Within two (2) business days after the full and final
execution of this Agreement by all parties and as a condition precedent to the formation of this
Agreement, Buyer shall deposit with Seller the sum of $350,000.00 (the “Earnest Money
Deposit”). If Buyer has not terminated this Agreement pursuant to Section 4.5 below and the
transaction contemplated by this Agreement has not closed by October 15, 2011, through no fault of
Seller, Buyer shall deposit with Seller on or before October 15, 2011, the additional sum of
$100,000 (the “First Additional Earnest Money Deposit”) for an aggregate Earnest Money
Deposit of $450,000. If Buyer has not terminated this Agreement pursuant to Section 4.5 below and
the transaction contemplated by this Agreement has not closed by November 15, 2011, through no
fault of Seller, Buyer shall deposit with Seller on or before November 15, 2011, the additional sum
of $100,000 (the “Second Additional Earnest Money Deposit”) for an aggregate Earnest Money
Deposit of $550,000. The First Additional Earnest Money Deposit and Second Additional Earnest
Money Deposit shall be deemed to be a part of the Earnest Money Deposit under this Agreement.
Except as otherwise set forth herein, the Earnest Money Deposit shall be deemed non-refundable
after the end of the Inspection Period, as hereinafter defined. The Earnest Money Deposit shall be
applied against the Purchase Price on the Closing Date, as hereinafter defined. Edwards Abstract
and Title Co. (the “Title Company”), whose mailing address is 3111 West Freddy Gonzalez,
Edinburg, Texas 78539, Attention: Ms. Diana Kaufold, shall manage the closing of this transaction,
and the Title Commitment will be ordered through Ms. Diana Kaufold.



2.2 Intentionally Deleted.



2.3 Cash at Closing. On the Closing Date, Buyer shall pay to Seller the balance of
the Purchase Price in cash or other immediately available funds, subject to the prorations and
adjustments set forth below.



Article 3 — Title and Survey




3.1 Title Commitment. Within ten (10) days after the Effective Date, Seller shall
provide to Buyer a title commitment (the “Title Commitment”) covering the Land and
Appurtenances which binds Stewart Title Company (the “Title Insurer”) to issue at Closing a
Texas ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the full amount of the
Purchase Price; and true and correct copies of any and all instruments referenced in the Title
Commitment which constitute exceptions or restrictions upon the title of Seller, or constitute
liens and/or curative title matters disclosed in the Title Commitment (the “Title
Documents”).



3.2 Survey. Within ten (10) days after the Effective Date, Seller shall provide to
Buyer, prepared by Ferris & Flinn, LLC, a current on-the-ground survey of each of the four tracts
of Land that comprise the Property dated after the Effective Date (“Survey”). The Survey,
whether new or updated, shall be prepared in accordance with the “Minimum Standard Detail
Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by ALTA, ACSM, and
NSPS in 2011, and meeting the “Minimum Angle, Distance, and Closure Requirements for Survey
Measurements Which Control Land Boundaries for ALTA-ACSM Land Title Surveys” and containing items
1, 2, 3, 4, 5, 6, 7(a), 7(b)(2), 8, 9, 10, 11, 13, 14, 15, 16, 18, 19 and 20 of Table A to those
standards. In addition, Seller shall provide to Buyer, within ten (10) days after the Effective
Date, a survey depicting the location of any proposed roadways and other easements that Seller
proposes to reserve in the Deed, and the proposed roadways and other easements shall also be
depicted and located on the applicable Survey of the Land. Buyer has retained Pena Engineering of
McAllen, Texas, to review the Survey for Buyer. Seller shall cause Ferris & Flinn, LLC to
cooperate with Pena Engineering in the preparation of a final Survey of the Property that is
mutually acceptable to Seller and Buyer, and a surveyor certification, in a form mutually
acceptable to the Buyer and Ferris & Flinn, LLC, shall be affixed to the Survey of each tract of
Land comprising the Property, and to the survey of any proposed roadways and other easements that
Seller proposes to reserve in the Deed.


 


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3.3 Title Review. After Buyer has received the last item to be furnished pursuant
Sections 3.1 and 3.2 above, Buyer shall have the later of ten (10) business days or the end of the
Inspection Period within which to review all of said items and notify Seller in writing (the
“Objection Notice”) of Buyer’s objections (the “Title Objections”) to any matters
contained therein. Any matters described in the Title Commitment or Survey to which Buyer does not
object shall be deemed to be “Permitted Exceptions” to title under this Agreement. Any
matters affecting the condition or title to the Land which first arise after the later of the
effective time of the Title Commitment or the Survey and before the Closing shall be deemed Title
Objections, unless Buyer otherwise waives the same in writing or closes the Transaction without
written objection. Seller agrees to notify Buyer promptly upon Seller becoming aware of any Title
Objection coming into existence after the date of the Title Commitment.



3.4 Cure or Noncure of Title Objections. Seller shall have until the Closing to cure
the Title Objections. Seller shall not be obligated to cure or attempt to cure any Title
Objection, other than voluntary mortgage liens or other liquidated sums secured by a lien filed
against the Property, and shall in no event incur any liability to Buyer by reason of any failure
or refusal to cure any Title Objection. Seller shall bear the cost of curing any Title Objections
which it does elect or attempt to cure. Seller agrees, within five (5) business days of its
receipt of the Objection Notice, to notify Buyer of any Title Objections which Seller determines it
is unwilling or unable to cure. In the event that Seller has indicated its unwillingness or
inability to cure a Title Objection or, in the alternative, if Seller does not give such a notice
of its inability or unwillingness to cure such a defect and all Title Objections are not cured by
the Closing Date, Buyer’s exclusive rights under this Agreement shall be either:




	 	(i)	 	to waive any such uncured Title Objections, close the Transaction without
reduction in the Purchase Price and accept such title as Seller is able to convey, and
by such waiver and acceptance Buyer shall be deemed to have waived any and all claims
and/or causes of action against Seller for damages or any other remedies for any and
all defects in and/or exceptions to the title to the Property associated with such
uncured Title Objections; or

	 
	 	(ii)	 	to terminate this Agreement by notifying Seller and the Title Company in
writing, in which event Seller shall return the Earnest Money Deposit to Buyer within
five (5) calendar days of the termination of the Agreement, Seller shall bear the cost
of all title work, including the Survey and the survey consultation services of Pena
Engineering, procured in connection with this Agreement and thereafter Seller and Buyer
shall have no further rights or obligations hereunder.






Article 4 — Seller’s and Golsen’s Representations and Agreements; Inspection Period




4.1 Representations, Warranties and Agreements by Seller and Golsen. Seller and
Golsen, as applicable, hereby represent and warrant to Buyer, and agree with Buyer, as follows:



4.1.1 Ownership, Tenants and Liens. Seller represents, warrants and agrees that
Seller has good and indefeasible, fee simple title to the Property, and that on the Effective Date
and on the Closing Date, except as otherwise permitted in this Agreement as to Lease (hereinafter
defined) there are and will be no tenants of the Property, or any portion thereof, and no other
parties in possession of any portion of the Property claiming under Seller. Seller also
represents, warrants and agrees that as of the Closing Date, the Property will be free and clear of
all liens and security interests, and that Seller will direct the Title Company to deliver to
International Bank of Commerce the portion of the Purchase Price that is required by the bank in
order for International Bank of Commerce to release its liens and security interest against the
Property.


 


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4.1.2 No Pending Condemnation. Seller represents, warrants and agrees that on the
Effective Date and on the Closing Date, there are no pending any eminent domain proceedings or
special assessments of any nature with respect to the Property or any part thereof. Seller has not
received any notices of any eminent domain proceedings or special assessments being contemplated
with respect to the Property or any part thereof, and Seller does not have any knowledge of any
such other actions being contemplated.



4.1.3 Seller Authority. Seller represents, warrants and agrees that Seller has full
power, authority and legal right to execute and deliver this Agreement and to perform and observe
the covenants and agreements contained herein.



4.1.4 No Payments to Golsen or to LSB Industries, Inc. Seller and Golsen agree that
no portion of the Purchase Price shall be used, directly or indirectly, to repay any indebtedness
(a) owing to Golsen, or (b) owing from Landmark to any limited liability company of which Golsen is
or was a member (as applicable, a “Golsen Obligee”). If any portion of the Purchase Price
is used in violation of this Section, Golsen agrees that any such amount (the “Mandatory Refund
Amount”) shall become a personal obligation of Golsen to Seller. Immediately upon receipt by
Golsen or the Golsen Obligee of the Mandatory Refund Amount, the Mandatory Refund Amount shall be
immediately due and payable to Seller with interest on the unpaid principal balance at a rate which
is equal to the “Prime Rate” as quoted in the then most recently published issue of The Wall Street
Journal, plus Two Percent (2%).



4.1.5 Continuing Representations. Seller’s and Golsen’s foregoing representations,
warranties and agreements shall be deemed continuing and, unless written notice to the contrary is
given to Buyer on or before the Closing, the same shall be true and correct on and as of the
Closing with the same force and effect as if made at that time. Golsen’s and Seller’s agreements
contained in Section 4.1.4 above shall survive the Closing.



4.2 Inspection Period. Buyer shall have the later of (i) thirty (30) days from the
Effective Date, or (ii) twenty days after the Buyer’s receipt of the last item to be furnished
pursuant to Sections 3.1 and 3.2 above (“Inspection Period”) to ascertain, in Buyer’s sole
and exclusive discretion, whether the Property is suitable for Buyer’s intended development, use,
and/or investment objectives. Buyer, at Buyer’s sole expense, may study and investigate the
Property in any reasonable way to enable Buyer to determine the suitability of the Property for its
purposes. Such study and investigation may include but not be limited to, conducting a Phase I
environmental study (the “Phase I”) on the Property. Seller hereby grants to Buyer,
Buyer’s contractors, licensees, agents, servants, employees, officers, and directors all licenses
and permissions necessary to conduct the Phase I for the term of the Inspection Period, subject
only to Buyer’s obligation to restore and repair any damage caused by any physical investigations,
inspections, testing, sampling, or other entry onto the Property. Without limiting the ability of
Buyer and its representatives to inspect the Property, Buyer shall specifically be allowed to
perform inspections of the Property (“Environmental Inspections”) for the presence of PCB
emissions, hazardous wastes, asbestos, ACMs, and other hazardous or toxic materials.



4.3 Inspection.



4.3.1 Inspection of Premises. As part of its evaluation during the Inspection Period,
Buyer and its representatives may, at all reasonable times during normal business hours, enter upon
the Property to conduct reasonable soil tests and other appropriate on-site evaluations to
ascertain whether the Property is suitable to meet Buyer’s objectives. Buyer shall bear the cost
of all such inspections or tests.


 


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4.3.2 Inspection of Documents. Within five (5) days after the full execution of this
Agreement, Seller shall deliver to Buyer the following documents (herein “Property
Documents”):



(i) Copies of all service, maintenance, management or other contracts, if any, relating to the
ownership of the Property as to which Seller or its agent;



(ii) Copies of any soil, engineering or environmental studies, audits, reports or surveys
relating to the Property; and



(iii) Such information as Buyer may reasonably request and as may be reasonably available to
Seller concerning maintenance and repair expenses relating to the Property for the preceding three
(3) years.



All of the Property Documents are confidential and shall not be distributed or disclosed by Buyer
to any person or entity not associated with Buyer. If the transaction fails to close for any
reason whatsoever, Buyer shall return to Seller all of the Property Documents which Seller has
delivered to Buyer.



4.4 Indemnity. Buyer agrees to indemnify and hold Seller harmless from and against
any and all liens, claims, causes of action, damages, liabilities, and expenses (including
reasonable attorneys’ fees) arising from any act, omission, or negligence of Buyer or Buyer’s
contractors, licensees, agents, servants, employees, officers, and directors, or arising from any
accident, injury, or damage whatsoever occurring on or about the Property or any part thereof, by
reason of Buyer’s conducting the soil tests, and engineering work and other evaluation herein
described, including but not limited to the Phase I, and shall restore the Property to its present
condition to the extent reasonable under the circumstances. Buyer’s obligations under this Section
4.4 shall survive the termination of this Agreement and shall survive the Closing.



4.5 Termination. If Buyer determines that the Property is not suitable for Buyer’s
purposes, as determined in Buyer’s absolute discretion, then Buyer shall deliver written notice
thereof to Seller no later than the date of expiration of the Inspection Period. If the
termination notice is timely given, then this Agreement shall terminate except for matters that
expressly survive termination of this Agreement, the parties hereto shall be released from any
further obligations hereunder, and Seller shall return the Earnest Money to Buyer within five (5)
calendar days of the termination of this Agreement. If Buyer does not timely give notice, then
this Agreement shall continue in full force and effect, Buyer shall be deemed to have waived its
right to terminate this Agreement pursuant to this Section 4.5.



4.6 Operation and Maintenance Prior to Closing. From the Effective Date until the
Closing Date or earlier termination of this Agreement, Seller shall:



(i) operate, maintain and repair the Property, or cause the Property to be operated,
maintained and repaired, diligently and in the ordinary course of business and in the same manner
as the Property is being operated, maintained and repaired during the Inspection Period;



(ii) not, without the prior written consent of Buyer, enter into any written or oral service
contracts or other agreements with respect to the Property that will not be fully performed by
Seller on or before the Closing Date, or that will not be cancelable by Buyer at any time and
without liability, premium or other cost on or after the Closing Date; and


 


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(iii) advise Buyer promptly of any litigation, arbitration, condemnation, or administrative
(including, without limitation, zoning, variance, code enforcement and regulatory) proceedings
before any officer, court, board, governmental body or agency which concerns or affects the
Property and of which Seller receives actual notice after the date hereof (e.g. a proposed change
in the zoning classification of any property within 300 feet of the Land, the filing of a statutory
lien against the Property, etc.).



4.7 Seller Proposed Reservations and Conditions. Within ten (10) days of the
Effective Date, Seller shall propose to Buyer, and Buyer and Seller, prior to the expiration of the
Inspection Period, shall mutually agree on the terms of: (i) any roadways and other easements
associated with the Property that Seller proposes to reserve in the Deed, or in a separate
instrument, to be recorded at Closing; and (ii) any additional restrictions that Seller proposes to
impose on any of the Property in the Deed, or in a separate instrument, to be recorded at Closing;
collectively, the “Reserved Easements and Restrictions”). If Buyer finds any of the proposed
Reserved Easements and Restrictions to be unacceptable, Buyer may terminate this Agreement.



4.8 Re-subdivision of the Property and Grant of Easements. Seller agrees to
co-operate with Buyer, after the Closing, in the re-subdivision of the Property, to the extent
re-subdivision is required or desired by Buyer, including the Seller’s grant of any easements on
Seller’s remaining property for the benefit of the Property to the extent such easements are
reasonably necessary in order for Buyer to develop, use and/or market the Property. Buyer’s
obligations under this Section 4.8 shall survive the Closing.



4.9 Geothermal HVAC Equipment. At Closing, Seller will enter into an agreement, in a
form mutually acceptable to Seller and Buyer, obligating Seller to use reasonable efforts to market
and develop Seller’s (and its parent and subsidiaries) remaining property in Cameron County, Texas,
utilizing Climate Master, Inc. geothermal heating, ventilation and air conditioning equipment,
where technically feasible and economically practical, including on the Property if re-acquired
pursuant to the Put Options. Buyer’s obligations under this Section 4.9 shall survive the Closing.



4.10 Landmark Warrants. At the Closing, Landmark will issue to Buyer warrants
authorizing Buyer to purchase, for up to seven years following the Closing, up to 1,000,000 shares
of Landmark’s common stock, at $1.00 per share. The right of Buyer to acquire any unexercised
warrants, however, terminates on the closing and funding on the Put Option Property (as hereinafter
defined) following Buyer’s exercise of one or both Put Options (as hereinafter defined). The form
of the definitive agreement on the warrants will be agreed to by Seller, Landmark, Barton and Buyer
during the Inspection Period, and if the parties cannot agree on the form of the definitive
agreement, Buyer may terminate this Agreement, and the Earnest Money Deposit shall be returned to
Buyer,



4.11. Agricultural Lease on a Portion of the Property. Seller has advised Buyer that
an unrecorded agricultural lease (“Lease”) exists on Tract One and Tract Two of the Property.
During the Inspection Period, Seller will provide Buyer a copy of the Lease, and Buyer, at its
option, may require that the Lease be terminated as of Closing, or that prior to the expiration of
the Inspection Period, the Seller, the tenant under the Lease, and Buyer, negotiate the terms of a
mutually acceptable assumption of the Lease, or a new lease between Buyer and the tenant under the
Lease, as to Tract One and Tract Two of the Property.


 


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Article 5 — Environmental Condition of the Property




5.1 Environmental Condition of the Property. Seller represents and warrants to Buyer
that it has no current actual knowledge of any prior or current Environmental Conditions
affecting the Property or any prior or current violations of Environmental Law with respect to
the Property, nor does Seller have any current actual knowledge of any prior or current regulatory
actions taken with respect to the Property regarding an actual or alleged Environmental Condition.
Further, Seller represents that it has received no written notice of, and has no other current
actual knowledge of, any pending or threatened claims or other restrictions of any nature related
to any Environmental Condition or arising under Environmental Law with respect to the Property.




For purposes of Section 5.1, the following terms have the following meanings:




“Environmental Condition” means (i) the existence of any Hazardous Material in, or
the Release of any Hazardous Material to, soil or groundwater at, on, or underlying the
Property; (ii) the existence of any Hazardous Material in, or Release of any Hazardous
Material to, soil or groundwater at, on or underlying other properties which is emanating
from the Property; or (iii) the presence of any Hazardous Material on the Property.




“Environmental Law” means any applicable federal, state or local statute, ordinance,
rule, regulation, guidance document, requirement, code, resolution, order, or decree
(including consent decrees and administrative orders) as now in effect or hereafter amended
which regulates the use, generation, handling, storage, treatment, transportation,
decontamination, clean-up, removal, encapsulation, enclosure, abatement or disposal of any
Hazardous Material and those which regulate the protection of environmentally sensitive
areas.




“Hazardous Material” means any substance that poses a threat to, or is regulated to
protect, human health, safety, public welfare, or the environment, including without
limitation: (a) any “hazardous substance,” “pollutant” or “contaminant,” and any “
petroleum” or “natural gas liquids” as those terms are defined or used under Section 101 of
the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
(42 U.S.C. Section 9601) (“CERCLA”), (b) “solid waste” as defined by the federal Solid Waste
Disposal Act [42 U.S.C. § 6901 et seq] (c) asbestos or a material containing asbestos,(f)
any material that contains lead or lead based paint, (d) polychlorinated biphenyls, (h) any
radioactive material; (i) urea formaldehyde, (j) putrescible materials, (k) infectious
materials, (l) toxic microorganisms, including mold, or (l) any substance the presence or
Release of which requires reporting, investigation or remediation under any Environmental
Laws.




“Release” means any depositing, spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, migration, or disposing.



5.2 Reports and Tests. Seller represents and warrants to Buyer that it has delivered,
or shall deliver in accordance with Section 4.3.2, to Buyer true and complete copies of all
reports, studies, analyses, tests or monitoring that constitute all documents possessed by Seller
that pertain to (i) Hazardous Materials on, in, under or about the Property, (ii) the Environmental
Condition of the Property or (iii) compliance of the Property with Environmental Laws.


 


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Article 6 — Closing




6.1 Closing. If this Agreement has not been terminated, the closing of the
transaction contemplated herein shall be held within thirty (30) days from the expiration of the
Inspection Period (the “Closing”). The Closing shall be effected through an escrow to be
opened by the parties with the escrow department of the Title Company, and the actual date on which
the Closing is consummated is called the “Closing Date.” The Closing of this transaction
may take
place through an exchange of documents delivered to the Title Company using overnight courier
service, electronic mail, or facsimile. After the expiration of the Inspection Period, Buyer may,
at its option, extend the Closing Date by two (2) additional periods of not more than fifteen (15)
days each provided Buyer has timely paid the First Additional Earnest Money Deposit, and if
applicable, the Second Additional Earnest Money Deposit. The following procedure shall be followed
by the parties in connection with the Closing:



6.1.1 Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer
the following:



(i) General Warranty Deed. A General Warranty Deed (the “Deed”), in the form
attached hereto as Exhibit B, conveying to Buyer the Real Property, subject only to the Permitted
Exceptions.



(ii) FIRPTA Affidavit. An affidavit in form and substance satisfactory to Buyer
stating that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue
Code and implementing regulations.



(iii) Proof of Authority. Such evidence as to the authority of Seller to enter into
this Agreement and to discharge the obligations of Seller pursuant hereto as Buyer or the Title
Company shall reasonably require.



(iv) Proforma Title Policy; Marked Title Commitment. A proforma copy of the Title
Policy or original of the Title Commitment, marked and executed by the agent of the Title Insurer,
unconditionally obligating the Title Insurer (subject to the satisfaction of matters listed on
Schedule C of the Title Commitment) to deliver to Buyer the Title Policy insuring Buyer as the
owner of the indefeasible fee simple title to the Land and Site Improvements and the holder of the
dominant estate in and to the Appurtenances, if any, subject only to the Permitted Exceptions,
together with such endorsements as Buyer may reasonably request.



(v) Proration Amounts. Such payments to Buyer (or credits against the Purchase Price)
as may be required to effect the prorations required by this Agreement. If the ad valorem tax
statements on the Property for the calendar year of Closing have been issued as of the Closing
Date, the ad valorem taxes on the Property through the calendar year of Closing shall be paid. If
the Property is included with other real property under one or more ad valorem tax account numbers,
all ad valorem taxes through the calendar year of Closing associated with those ad valorem tax
account numbers shall be paid at Closing.



(vi) Additional Documents. Such additional documents, including lien and possession
affidavits, lien releases, financing statement termination statements, the definitive agreement
concerning the warrants addressed in Section 4.10 hereof, an assumption of the Lease or a new lease
as contemplated in Section 4.11 hereof, and other documents as may be reasonably requested by Buyer
or the Title Company to consummate the Transaction. In addition, documents addressing the Reserved
Easements and Restrictions, and the terms of Section 4.9 shall be executed and delivered.


 


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6.1.2 Buyer. At Closing, Buyer shall deliver or cause to be delivered to Seller the
following:



(i) Purchase Price. The Purchase Price, subject to adjustments and prorations as
provided in this Agreement, in immediately available United States funds.



(ii) Proof of Authority. Such evidence as to the authority of Buyer to enter into
this Agreement and to discharge the obligations of Buyer pursuant hereto as Seller or the Title
Company shall reasonably require.



(iii) Additional Documents. Such additional documents as may be reasonably requested
by Seller or the Title Company to consummate the Transaction, and documents addressing the matters
in Section 4.8 Section 4.9, Section 4.10 and Section 4.11.



(iv) Possession. Possession of the Property will be given to Buyer on the Closing
Date, free from all parties claiming a right to possession or having claims against the Property or
pursuant to contractual rights approved or agreed to be assumed by Buyer in writing.



Article 7 — Taxes, Prorations, and Brokerage




7.1 Costs and Prorations. Seller shall pay the following Closing costs: Seller’s
attorney’s fees, the cost of the Title Policy, the cost of the Survey, the cost of Buyer’s
consulting surveyor, Pena Engineering, the cost to cure any Title Objections, all transfer taxes,
the cost to prepare and record the Deed, the cost associated with the preparation and recording of
documents in Section 4.8 and Section 4.9, the Closing fee charged by the Title Company, and any
other costs of Seller specified elsewhere in this Agreement. Buyer shall pay the following Closing
costs: Buyer’s attorney’s fees, any costs associated with Buyer’s financing of the acquisition of
the Property, and any other costs of Buyer specified elsewhere in this Agreement. Any Closing
costs not specifically allocated above or elsewhere in this Agreement shall be allocated in
accordance with usual and customary practice in the locality of the Property, provided, if no usual
or customary practice exists, such other costs will be borne by the Seller.



7.2 Prorations. The income and expenses of the Property will be prorated as of the
Closing Date and the Purchase Price will be adjusted on the following basis:



(i) Accounts Payable. All sums due for accounts payable by Seller which were owing or
incurred by the Property prior to the Closing Date will be paid by Seller. Buyer will furnish to
Seller any bills for such period received after the Closing Date for payment, and Buyer will have
no further obligation with respect thereto. All accounts payable by the owner of the Property
incurred on and after the Closing Date will be paid by Buyer.



(ii) Taxes. All real and personal property ad valorem taxes assessed against Seller
and the Property for all years preceding the year in which Closing occurs, and any matured and
unmatured installments of special assessments with respect to the Property, shall be paid by
Seller. The real and personal property taxes for the year in which Closing occurs shall be
prorated on a calendar year and per diem basis as of the Closing Date, and Seller agrees to accept
as a credit against the Purchase Price the portion attributable to the period prior to the Closing
Date. After the ad valorem taxes for the year of closing are finally determined, Seller and Buyer
shall adjust the prorations, in cash, based on the actual ad valorem taxes due for the year of
closing, and Seller shall pay to Buyer, within ten days of such determination, any amounts owed to
Buyer, or Buyer shall refund to Seller, within such ten day period, any amounts to be refunded to
Seller. Subject to the proration adjustment between Seller and Buyer, Buyer agrees to pay all real
and personal property taxes for the year in which Closing occurs and subsequent years. Seller
discloses to Buyer that a portion of the Property (i.e., Tract One and Tract Two) is the subject of
special valuation and reduced tax assessments pursuant to the provisions of Chapter 23, Subchapter
D, of the Texas Tax Code. Tract Three and Tract Four of the Property, however, are not the subject
of special valuation and reduced tax assessments pursuant to the provisions of Chapter 23,
Subchapter D, of the Texas Tax Code, or under any other provision of law with respect to any period
before the closing, and that any additional taxes, penalties or interest
associated with any prior special valuation or reduced tax assessments, including pursuant to
the provisions of Chapter 23, Subchapter D, of the Texas Tax Code are paid. If the calendar year of
Closing, or any prior calendar years, are included in the ad valorem tax years used in the
computation of the rollback taxes payable when a change in use is triggered by Buyer on Tract One
or Tract Two, Seller will pay the portion of the roll-back taxes associated with those ad valorem
tax years within fifteen days of Buyer’s written request to Seller to pay such roll-back taxes.
Buyer is responsible for the payment of rollback taxes for any calendar years not the
responsibility of Seller. Seller, Landmark and Buyer, at Closing, will execute an agreement
concerning the payment of roll-back taxes, and Landmark will guarantee Seller’s payment of any
roll-back taxes that are Seller’s obligation under this Agreement. The terms of this sub-section
shall survive the Closing.


 


9









 





(iii) Method of Proration. In the event that the apportionments hereinabove provided
for result in a credit balance to the Buyer, such sum shall be applied against the Purchase Price
at the Closing. In the event the apportionments hereinabove provided result in a credit balance to
the Seller, such credit balance shall be added to the Purchase Price payable at Closing.




(iv) Survival. The obligations in Section 7.2 shall survive the Closing.



7.3 Brokerage. Neither of the parties to this Agreement has a contract with a broker,
and no brokerage fees will be paid in connection with the sale and purchase pursuant to this
Agreement.



7.4 Attorneys’ Fees. Except as expressly otherwise provided in this Agreement, each
party shall pay the fees of its attorneys and any other professionals who advised it in connection
with the negotiation, execution, investigations, and closing of the transaction contemplated by
this Agreement. If any legal action is instituted between Seller, Buyer, or escrow holder in
connection with this Agreement, the Property or the Earnest Money, the prevailing party shall be
entitled to recover from the losing party all of its costs and expenses, including court costs and
reasonable attorneys’ fees.



Article 8 — Risk of Loss




8.1 Eminent Domain. In the event all or any portion of the Property, or any access to
the Property, or any interest in the Property is taken or is threatened to be taken by eminent
domain (whether or not an eminent domain proceeding is actually commenced) prior to Closing, Seller
shall immediately notify Buyer in writing (the “Eminent Domain Notice”) which shall include
a description in reasonable detail of the property or interest therein to be taken and Seller’s
good faith estimate of the cost to repair or restore any damage to or loss of the Property which
would be occasioned by the taking. In such event Buyer may, at its sole election, terminate this
Agreement by giving written notice of such election to Seller and the Title Company not later than
the earlier of (i) the last business day prior to scheduled Closing Date, provided, however, in no
event shall Buyer be required to give notice of such election sooner than five (5) business days
after receipt of the Eminent Domain Notice, and the Closing shall be adjourned, if necessary, to
accommodate such period, or (ii) the fifteenth (15th) calendar day after Buyer’s receipt of the
Eminent Domain Notice. If Buyer so elects to terminate this Agreement, the Earnest Money Deposit
shall be returned to Buyer and neither party shall have any further rights or obligations under
this Agreement. Buyer’s failure to give timely notice to terminate this Agreement as provided
above shall be deemed to be an election to proceed to close the Transaction in accordance with the
terms of this Agreement. In such latter event, Buyer shall be entitled to participate in the
taking proceeding or the negotiations regarding the taking award, and Seller shall assign to Buyer
at Closing Seller’s right, title and interest in any taking award
which remains unpaid to Seller in connection with such taking. Further in such event, Buyer
shall receive as a credit against the Purchase Price the amount of any taking award previously paid
to Seller in connection with the taking and not used in the repair or restoration of the Property
prior to Closing. As used herein a “taking” shall be deemed to include a voluntary conveyance in
lieu of a taking by eminent domain.


 


10









 





Article 9 — Put Options




9.1 Put Options. As used in this Article 9 the term “Put Option Property”
will mean the Land, Appurtenances, and any Site Improvements existing at the date a Put Option
hereunder is exercised. Landmark hereby grants to Buyer a put option (“Put Option One”) to
sell to Landmark the Put Option Property existing at the time Put Option One is exercised (the
“Put Option One Exercise Date”). Barton hereby grants to Buyer a put option (“Put
Option Two”) to sell to Barton the Put Option Property existing at the time Put Option Two is
exercised (the “Put Option Two Exercise Date”). Put Option Two shall be binding on Barton,
his heirs, devisees, legatees, successors, and assigns. Put Option One and Put Option Two (herein
sometimes collectively called the “Put Options” or individually a “Put Option”) are
only exercisable after the fifth (5th) anniversary of the date the Deed is recorded and on or
before the sixth (6th) anniversary of the date the Deed is recorded (“Put Option Term”).
Buyer may elect to exercise one or both Put Options. If Buyer elects to exercise both Put Options
concurrently, the Put Options shall be deemed joint and several obligations of Landmark and Barton.
Buyer may collect the Put Option Purchase Price from Landmark and/or Barton and convey the Put
Option Property to Landmark and Barton as tenants in common. Notwithstanding the foregoing,
Landmark and Barton may agree among themselves which will acquire the Put Option Property, or in
what divided or undivided interests they will acquire the Put Option Property, and how the
obligation to pay the Put Option Purchase Price will be allocated among them. Buyer agrees to
cooperate with such internal agreements but only if the Put Option Property is timely acquired for
the total Put Option Purchase Price.



9.2 Exercising Put Option(s). Buyer may exercise the Put Options during the Put
Option Term by sending written notice of Buyer’s election to exercise the Put Option(s) (the
“Put Option Exercise Notice(s)”).



9.3 Put Option Purchase Price. The purchase price for the Put Option Property (the
“Put Option Purchase Price”) shall be shall be equal to the Purchase Price together with
interest thereon from the Closing Date (of Buyer’s acquisition of the Property) until the Put
Option Exercise Date at the annual rate of Ten Percent (10%) per year, not compounded. In other
words, the Put Option Purchase Price will be determined as if Buyer had loaned Landmark and Barton
the Purchase Price on the date of Closing and Landmark and/or Barton are jointly and severally
obligated to repay the same, with annual interest at Ten Percent (10%), not compounded, on the
applicable Put Option Exercise Date. The intent of this Article 9 is for Landmark and Barton to
jointly and severally guarantee Buyer a Ten Percent (10%) return on its investment in the Property
(less closing costs to consummate the Put Option)s)) over a period ending on the Put Option
Exercise Date, but with such guarantee to expire if not exercised, on the sixth (6th) anniversary
of the date the Deed is recorded.



9.4 Other Terms of Sale Pursuant to Put Option. The purchase and sale of the Put
Option Property shall be consummated within thirty (30) days after the giving of the Put Option
Exercise Notice(s). Landmark and Barton agree to accept title to the Put Option Property pursuant
to a special warranty deed from Buyer (i.e. subject to the same title exceptions as contained in
the Deed). Landmark and Barton further agree to accept the Put Option Property in its current
physical condition, and if applicable, subject to such additional physical matters arising after
the Closing Date provided such additional matters do not materially adversely affect
the value of the Put Option Property. The closing costs relating to the consummation of the
Put Option(s) and the allocation thereof among the Buyer (as seller), and Landmark and Barton (as
buyers) shall be the same as set forth in Section 7.1; provided, however, Buyer shall not be
obligated to furnish a survey of the Put Option Property. The income and expenses of the Put
Option Property will be prorated as of the closing date of the consummation of the Put Option and
the Put Option Purchase Price will be adjusted on the same basis as set forth in Section 7.2 above.


 


11









 





9.5 Golsen Subordination. Golsen has represented that he has loaned $1,076,770.83 to
Barton (the “Golsen Loan”) pursuant to a promissory note dated March 2, 2011. Golsen has
agreed to subordinate his right to be repaid the Golsen Loan to Buyer’s prior right to be paid all
sums that may become due and owing pursuant to the exercise of the Put Options. Therefore, Golsen
agrees the Golsen Loan shall at all times be subordinate and inferior in right of payment to
Buyer’s right to be paid any amount becoming due under the Put Options. In furtherance of Golsen’s
subordination agreement set forth above, Golsen and Barton further agrees as follows:



(i) During the Put Option Term and any period thereafter if a Put Option has been exercised
and not full performed by Landmark and/or Barton:



(a) Golsen will not ask, demand, sue for, take or receive from Barton (or from any assumptor
or guarantor of the Golsen Loan, any nominee of any thereof, or otherwise), by set-off or in any
other manner, or retain, any payment or distribution on account of the Golsen Loan (whether
principal, interest or otherwise), nor will Golsen ask, demand or receive any security for all or
any part of the Golsen Loan;



(b) Golsen hereby directs Barton not to make, and Barton hereby agrees not to make, any
payments on the Golsen Loan until the earlier satisfaction or expiration of all Put Option
obligations by Landmark and/or Barton;



(c) Golsen will not declare all or any part of the Golsen Loan owing to Golsen due and payable
by reason of any default or any other reason, or commence, or join with any other creditor in
commencing, any proceeding against the Barton under any bankruptcy, reorganization, readjustment of
debt, suspension of payments, receivership, liquidation or insolvency law or statute now or
hereafter in effect (“Proceedings”);



(d) if the Barton makes an assignment for the benefit of creditors or any Proceedings are
commenced by or against Barton, then and in any such event and at any time thereafter, Golsen will,
upon the written request of Buyer, (1) duly and promptly take such action as may be required by
Buyer to collect the Golsen Loan for the account of Buyer (to be held by Buyer as security for the
performance of the Put Option obligations and without allowance of interest thereon) and/or to file
appropriate proofs of claim in respect of the Golsen Loan; (2) authorize and empower (and Golsen
hereby authorizes and empowers) Buyer to vote the full amount of the Golsen Loan in any Proceeding
affecting Barton and in any meeting of creditors of Barton, and (3) duly and promptly execute and
deliver to Buyer or its representatives on demand such powers of attorney, proofs of claim and
other instruments as may be requested by Buyer or its representatives in order to enable Buyer to
(A) enforce any and all claims upon or with respect to the Golsen Loan; (B) collect and receive any
and all such payments or distributions which may be payable or deliverable at any time upon or with
respect to the Golsen Loan, and (C) vote the full amount of the Golsen Loan in any Proceeding or
meeting referred to in the immediately preceding clause (2); and


 


12









 





(e) upon any distribution of the assets of Barton in connection with any dissolution, winding
up, liquidation or reorganization of Barton (whether in connection with
Proceedings, an assignment for the benefit of creditors, any other marshalling of the assets
and liabilities of Barton or otherwise), Buyer shall first be entitled to receive payment in full
of amount of any Put Option that has been exercised or otherwise the amount of any Put Option that
that could be exercised on the last day of the Put Option Term (as applicable, the “Superior
Indebtedness”), before Golsen shall be entitled to receive any payment in respect of the Golsen
Loan, and any payment or distribution of assets of Barton to which Golsen would be entitled but for
the provisions of this Agreement shall be made directly to Buyer to the extent necessary to pay the
Superior Indebtedness, without regard to whether such Superior Indebtedness is then due or remains
contingent only. Upon any such dissolution, winding up, liquidation or reorganization, any payment
or distribution of assets of Barton of any kind or character, whether in cash, property or
securities, to which Golsen would be entitled except for the provisions of this Agreement
(including any such payment or distribution which may be payable or deliverable by virtue of the
provisions of securities which are subordinated as junior in right of payment to the Golsen Loan)
shall be made by the liquidating trustee, agent or other person making such payment or distribution
(whether a trustee in bankruptcy, a receiver, a liquidating trustee or otherwise)(a “Paying
Party”), or if received by Golsen, by Golsen, directly to Buyer, to the extent necessary to pay
in full the Superior Indebtedness remaining unpaid, after giving effect to any concurrent payment
or distribution to Buyer. Golsen hereby authorizes and directs each Paying Party to pay over to
Buyer, upon demand by Buyer, all such payments or distributions without the necessity of any
inquiry as to the status or balance of the Superior Indebtedness, and without further notice to or
consent of Golsen. Golsen hereby irrevocably authorizes and empowers Buyer to demand, sue for,
collect and receive every such payment or distribution and give acquittance therefor, to execute,
sign, endorse, transfer and deliver any and all receipts and instruments, and to file claims and
take such other proceedings, all in the name of Golsen, or otherwise, as Buyer may deem necessary
or advisable for the enforcement of this Agreement, but Buyer has no obligation to do so. In
furtherance of the foregoing, but not by way of limitation thereof, in the event that Barton is
subject to any Proceeding, with the result that Barton is excused from meeting its obligations to
pay all or part of the interest otherwise accruing under the Superior Indebtedness during the
period subsequent to the commencement of any such proceeding, Golsen agrees that all or such part
of such interest, as the case may be, shall be payable out of, and to that extent diminish and be
at the expense of, reorganization dividends or distributions in respect of such Golsen Loan. Buyer
agrees to hold any Superior Indebtedness received before the exercise of any Put Option as security
for any later obligation by Landmark and/or Barton to perform a Put Option later exercised. If the
Put Option Period expires without a Put Option having been exercised, Buyer agrees promptly to pay
any monies so held directly to Golsen.



9.6 Obligations Survive Closing. The rights and obligations of the parties under this
Article 9 shall survive the Closing,



Article 10 — Intentionally Deleted




Article 11 — Default and Remedies




In the event a default occurs in the performance of any party’s obligations hereunder, the
non-defaulting party(ies) shall, as a condition of exercising its(their) remedies hereunder,
provide written notice of such default to the defaulting party. The defaulting party shall
thereafter have five (5) business days, commencing the day notice is deemed received, in which to
remedy such default. If Seller defaults hereunder with respect to its obligation to sell the
Property and fails to timely cure such default, or if Seller wrongfully refuses to close the sale
of the Property under the terms of this Agreement, Buyer shall be entitled to the remedies under
Texas law at the time of the breach, including, without limitation, specific performance and
injunctive relief (prohibitive and mandatory) and the right to recover as an element of its damages
all costs and expenses,
including, without limitation, those incurred in connection with the negotiation and drafting
of this Agreement and the preparation for the Closing, as well as its court costs and the
reasonable fees and expenses of its attorneys and expert witnesses, including such fees, costs, and
expenses incurred in connection with appellate proceedings. If Buyer defaults hereunder and fails
to timely cure such default or if Buyer wrongfully refuses to close the purchase of the Property
under the terms of this Agreement, Seller shall be entitled, as its sole remedy, to the Earnest
Money Deposit, which Seller shall be entitled to retain in full satisfaction of any liability of
Buyer hereunder. In the event of a dispute between Buyer and Seller relating to the Earnest Money
Deposit, the prevailing party shall have the right to recover all of its expenses and costs
incurred by reason of the dispute including, but not limited to, attorney’s fees, court costs, and
costs of suit preparation. Neither party shall be entitled to consequential or punitive damages in
connection with a breach hereof. If Landmark or Barton default under their obligations contained
in Article 9, or if Buyer has to take action to collect a Mandatory Refund Amount from Golsen under
Section 4.1.4, Buyer shall be entitled to the remedies under Texas law at the time of the breach,
including, without limitation, specific performance and injunctive relief (prohibitive and
mandatory) and the right to recover as an element of its damages all costs and expenses, including,
without limitation, its court costs and the reasonable fees and expenses of its attorneys and
expert witnesses, including such fees, costs, and expenses incurred in connection with appellate
proceedings.


 


13









 





Article 12 — Notices




12.1 Notices. Any notice, request, demand, instruction or other communication given
to either party hereunder, except those required to be delivered at Closing, shall be in writing,
and shall be deemed to be delivered (a) on receipt if by hand delivery or facsimile transmission
and (b) whether actually received or not, upon deposit of both the original and the copy, as
provided below, in a regularly maintained official depository of the United States mail located in
the continental United States, and sent by registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:



	 	 	 	 	 
	 

	 	If to Seller:
	 	South Padre Island Development, LLC

2817 Crain Highway

P.O. Box 1880

Upper Marlboro, Maryland 20774

Attn: Mr. William W. Vaughan, III

Fax: (301) 374-3301
	 
	 	 	 	 
	 

	 	If to Buyer:
	 	Prime Financial L.L.C.

16 South Pennsylvania Avenue

Oklahoma City, Oklahoma 73107

Attn: Mr. David M. Shear

Fax: (405) 236-1209
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Atlas & Hall, L.L.P.

818 Pecan Blvd.

P. O. Drawer 3725

McAllen, Texas 78502-3725

Attn: Mr. Frederick J. Biel

Fax: (956) 686 6109





 


14









 





	 	 	 	 	 
	 

	 	If to Landmark:
	 	Landmark Land Company, Inc.

2817 Crain Highway

P.O. Box 1880

Upper Marlboro, Maryland 20774

Attn: Mr. William W. Vaughan, III

Fax: (301) 374-3301
	 
	 	 	 	 
	 

	 	If to Barton:
	 	Mr. Gerald G. Barton

2817 Crain Highway

P.O. Box 1880

Upper Marlboro, Maryland 20774

Fax: (301) 374-3301
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Mr. William W. Vaughan, III

2817 Crain Highway

P.O. Box 1880

Upper Marlboro, Maryland 20774

Fax: (301) 374-3301
	 
	 	 	 	 
	 

	 	If to Golsen:
	 	Mr. Jack Golsen

16 South Pennsylvania Avenue

Oklahoma City, Oklahoma 73107

	 
	 	 	 	 
	 

	 	 	 	Fax: (405) 236-1209
	 

	 	If to Title Company:
	 	Ms. Diana Kaufold

3111 West Freddy Gonzalez

Edinburg, Texas 78539

Fax: (956) 289 3006






12.2 Changes. Any party may change its notice address and change or add to its “copy
to” addressee under this Article 12, by giving notice of the change to the other parties in the
manner provided herein for giving notice. For the purpose of changing the addresses or addressees
only, unless and until such written notice is received, the last address and addressee stated
herein shall be deemed to continue in effect for all purposes.



Article 13 — Miscellaneous




13.1 Entire Agreement. This Agreement and the exhibits attached hereto contain the
entire agreement between the parties, and no promise, representation, warranty or covenant not
included in this Agreement or any such referenced agreements has been or is relied upon by either
party.



13.2 Amendment. No modification or amendment of the terms of this Agreement relating
to the purchase and sale of the Property shall be of any force or effect unless made in writing and
executed by both Buyer and Seller. No modification or amendment of the terms of this Agreement
relating to the restrictions on use of the Purchase Price or to the Mandatory Refund Amount
obligations shall be of any force or effect unless made in writing and executed by Buyer, Seller,
and Golsen. No modification or amendment of the terms of this Agreement
relating to the Put Options and Golsen’s subordination of his right to be paid the Golsen Loan
shall be of any force or effect unless made in writing and executed by Buyer, Landmark, Barton and
Golsen. No modification or amendment of the terms of this Agreement relating to the First Right to
Purchase provisions shall be of any force or effect unless made in writing and executed by Buyer
and Seller.


 


15









 





13.3 Construction. If any litigation arises hereunder, it is specifically stipulated
that this Agreement shall be interpreted and constructed according to the laws of the State of
Texas.



13.4 Venue. Venue for any legal action arising out of this Agreement shall be
Brownsville, Cameron County, Texas. Further, the prevailing party in any litigation between the
parties is entitled to recover, as a part of its judgment, reasonable attorney’s fees and costs of
suit.



13.5 Effective Date. All references in this Agreement to the “Effective Date” or
similar references shall be deemed to refer to the date when all parties have executed this
Agreement.



13.6 Gender. Words of any gender used in this Agreement shall be held and construed
to include any other gender, and words of singular number shall be held to include the plural and
vice versa, unless the context requires otherwise.



13.7 Severability. If any one or more of the provisions of this Agreement, or the
applicability of any such provision to a specific situation, shall be held to be invalid or
unenforceable, such provisions shall be modified to the minimum extent necessary to make it or its
application valid and enforceable, and the validity and enforceability of all other provisions of
this Agreement and all other applications of any such provisions shall not be affected thereby.



13.8 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be an original, but such counterparts together shall constitute one and the same
instrument.



13.9 Survival. All warranties, representations and agreements contained herein or
arising out of the sale of the Property by Seller to Buyer shall survive the Closing hereof,
including, without limitation, (i) Seller’s restriction on use of the sales proceeds, (ii) Golsen’s
obligation pay the Mandatory Refund Amount (if applicable), (iii) Buyer’s Put Options, and (iv)
Golsen’s subordination of the Golsen Loan to the Superior Indebtedness.



13.10 Further Acts. In addition to the acts recited in this Agreement to be performed
by Seller, Buyer, Landmark, Barton and Golsen, respectively, the parties each agree to perform or
cause to be performed at the Closing any and all such further acts as may be reasonably necessary
to consummate the transactions contemplated hereby.



13.11 Exhibits. All exhibits described in this Agreement are by this reference fully
incorporated herein and made a part hereof by reference for all purposes.



13.12 Binding Effect; Assignment. This Agreement and the terms and provisions hereof
shall inure to the benefit of and be binding upon the parties hereto and their respective heirs,
executors, personal representatives, successors, and assigns, whenever the context so requires or
admits. Either Buyer or Seller may assign its rights under this Agreement without the prior
written consent of the other party, so long as the assignee assumes the obligations of the
assignor, and the assignor is not released from responsibility for its obligations except by
performance by its assignee. Landmark, Barton, and Golsen may not assign their rights or
obligations under this Agreement without the written consent of Buyer which may be withheld in
Buyer’s discretion.


 


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13.13 Confidentiality. Buyer and Seller acknowledge that the terms and conditions of
this Agreement and the details of the ensuing negotiations will remain confidential between the
parties to this Agreement and no proposals, drafts, or copies of the Agreement, or summaries of any
kind will be distributed, copied, or otherwise transmitted orally or in writing, to any third party
entity or person other than professional consultants or advisers involved in this transaction.



13.14 Exclusivity. So long as this Agreement is in effect, Seller shall take no
action to market the Property or any part of it to any potential owner or user, and shall not
accept any “back-up” contracts or conditional offers of any kind.



13.15 Foreign Person Notification. At the Closing, Seller shall deliver to Buyer and
to the Title Company an affidavit(s) from Seller and any other parties required pursuant to Section
1445 of the Internal Revenue Code and/or regulations relating thereto stating, under the penalty of
perjury (i) that Seller is not a foreign person, (ii) the U.S. Taxpayer identification number of
Seller, and (iii) such other information as may be required by regulations enacted by the
Department of Treasury, in connection with Section 1445 of the Internal Revenue Code. An executed
counterpart of such affidavit will be furnished to the Buyer at Closing. If Seller is a Foreign
Person, as defined by applicable law, or if Seller fails to deliver the above described affidavit,
then Buyer or the Title Company shall withhold from the sales proceeds an amount sufficient to
comply with applicable tax law and deliver the same to the Internal Revenue Service, together with
appropriate tax forms.



13.16 Construction of Agreement. The rule of construction that ambiguities in a
document are construed against the party who drafted it does not apply in interpreting this
Agreement.



13.17 Waiver of Jury Trial. BUYER, SELLER, LANDMARK, BARTON AND GOLSEN, EACH AFTER
CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION (WHICH COUNSEL WAS NOT DIRECTLY OR INDIRECTLY
IDENTIFIED, SUGGESTED OR SELECTED BY THE OTHER PARTIES), ALL VOLUNTARILY WAIVE A TRIAL BY JURY OF
ANY ISSUE ARISING IN AN ACTION OR PROCEEDING AMONG THE PARTIES OR THEIR SUCCESSORS, UNDER OR
CONNECTED WITH THIS AGREEMENT OR ITS PROVISIONS. THE PARTIES TO THIS AGREEMENT ACKNOWLEDGE TO EACH
OTHER THAT THE ALL PARTIES ARE NOT IN SIGNIFICANTLY DISPARATE BARGAINING POSITIONS.


 


17









 





13.18. Additional Seller Disclosures. Seller discloses to Buyer that the Property:




	 	(i)	 	is not situated in a utility or other statutorily created
district providing water, sewer, drainage or flood control facilities and
services, except for the Laguna Madre Water District. Seller, prior to
Closing, will deliver to Buyer, and Buyer will execute, a statutory notice
relating to the tax rate, bonded indebtedness, and/or standby fees of the
Laguna Madre Water District, and Seller will provide Buyer a copy of the
proposed disclosure during the Inspection Period.

	 
	 	(ii)	 	does not adjoin or share a common boundary with the tidally
influenced submerged lands of the State of Texas.

	 
	 	(iii)	 	is not located seaward of the Gulf Intracoastal Waterway.

	 
	 	(iv)	 	is not located outside the limits of a municipality. If the
Property is located outside the limits of a municipality, the Property may now
or later be included in the extra-territorial jurisdiction (AETJ@)
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, Buyer should contact all municipalities located in the general proximity
of the Property for further information.

	 
	 	(v)	 	is not located within an Agricultural Development District
subject to Chapter 60 of the Texas Agriculture Code.

	 
	 	(vi)	 	is not located in a certificated service area of a utility
service provider, as such term is defined in Section 13.257, Texas Water Code.






IN WITNESS WHEREOF, the parties have executed this Agreement on the separate signature pages
attached as a part hereof.



[Remainder of this page intentionally left blank]



 


18









 





[Signature page to Real Estate Purchase and
Sale Agreement]




	 	 	 	 	 	 	 
	      “Seller”:	 	SOUTH PADRE ISLAND DEVELOPMENT, LLC, a	 	 
	 	 	Delaware limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joe Olree
 

Name:
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Date of Execution: September 1, 2011	 	 






[Remainder of this page intentionally left blank]



 


19









 





[Signature page to Real Estate Purchase and
Sale Agreement]



	 	 	 	 	 	 	 
	“Buyer”:
	 	PRIME FINANCIAL, L.L.C. an Oklahoma limited liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David R. Goss
 

Name:David R. Goss
	 	 
	 

	 	 	 	Title:Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Date of Execution: September 8, 2011	 	 






[Remainder of this page intentionally left blank]



 


20









 





[Signature page to Real Estate Purchase and
Sale Agreement]




	 	 	 	 	 	 	 
	      “Landmark”:	 	LANDMARK LAND COMPANY, INC., a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ W. W. Vaughan
 

Name:
	 	 
	 

	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 
	 	 	Date of Execution: September 1, 2011	 	 






[Remainder of this page intentionally left blank]



 


21









 





[Signature page to Real Estate Purchase and
Sale Agreement]




	 	 	 	 	 
	“Barton”:

	 	/s/ Gerald G. Barton
 

Gerald G. Barton, an individual
	 	 
	 
	 	 	 	 
	 

	 	Date of Execution: September 1, 2011	 	 






[Remainder of this page intentionally left blank]



 


22









 







[Signature page to Real Estate Purchase and
Sale Agreement]




	 	 	 
	“Golsen”:

	 	/s/ Jack E. Golsen
	 

	 	 
	 

	 	Jack E. Golsen, an individual
	 
	 	 
	 

	 	Date of Execution: September 8, 2011






[Remainder of this page intentionally left blank]



 


23









 







Schedule of Exhibits:



	 	 	 
	Exhibit A

	 	Legal Description of the Land
	 
	Exhibit B

	 	Form of General Warranty Deed





 


24









 





EXHIBIT A




Legal Description of the Land




Tract One: 5.83 acre tract depicted on Schedule One attached hereto.



Tract Two: 15.39 acre tract depicted on Schedule Two attached hereto, with 5.39 acres, as
depicted on the attached Schedule Two, with 5.39 acres more or less, dedicated as a right of way
easement for future dedication as a public street.



Tract Three: Lot 2, Block 1, South Padre Island Golf Community, Phase 1, as recorded in
Cabinet 1, Slot 1708-A, 1708-B and 1709-A, of the Map Records of Cameron County, Texas, SAVE and
EXCEPT a 2.996 acre tract described on Schedule Three attached hereto.



Tract Four: 7.90 acre tract depicted on Schedule Four attached hereto.



EXHIBIT A



 


 









 





EXHIBIT B




Form of General Warranty Deed






General Warranty Deed




Notice of confidentiality rights: If you are a natural person, you may remove or strike any or all
of the following information from any instrument that transfers an interest in real property before
it is filed for record in the public records: your Social Security number or your driver’s license
number.



Date:



Grantor:



Grantor’s Mailing Address: [include county]




Grantee:



Grantee’s Mailing Address: [include county]




Consideration:





Property (including any improvements):




Reservations from Conveyance:





Exhibit B



 


 









 







Exceptions to Conveyance and Warranty:




Grantor, for the Consideration and subject to the Reservations from Conveyance and the
Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together
with all and singular the rights and appurtenances thereto in any way belonging, to have and to
hold it to Grantee and Grantee’s heirs, successors, and assigns forever. Grantor binds Grantor and
Grantor’s heirs and successors to warrant and forever defend all and singular the Property to
Grantee and Grantee’s heirs, successors, and assigns against every person whomsoever lawfully
claiming or to claim the same or any part thereof, except as to the Reservations from Conveyance
and the Exceptions to Conveyance and Warranty.






When the context requires, singular nouns and pronouns include the plural.



[ADD SIGNATURE LINE & ACKNOWLEDGMENT FOR GRANTOR]




After Recording Return To:




Atlas & Hall, L.L.P.

Attention: Frederick J. Biel

818 Pecan Ave.

P. O. Drawer 3725

McAllen, Texas 78502-3725






 


Exhibit B