Exhibit 10.7


 





 



 


REAL ESTATE PURCHASE AND SALE AGREEMENT


 


between


 


LMP BECKLEY RE KCC, LLC, a West Virginia limited
liability company and LMP

 BECKLEY BAM, LLC, a West Virginia limited liability company


 


as Sellers


 


and


 


BECKLEY AWV AM, LLC, a Florida limited liability
company


 


as Purchaser


 


August 5, 2022


 







 



 


 




     


     


    

 


REAL ESTATE PURCHASE AND SALE AGREEMENT


 


THIS REAL ESTATE PURCHASE
AND SALE AGREEMENT (this “Agreement”) is made as of the 4th day of August, 2022 (the “Effective
Date”), by and between LMP BECKLEY RE KCC, a West Virginia limited liability company (the “KCC Seller”) and
LMP BECKLEY RE BAM, LLC (the “BAM Seller” and with the KCC Seller, collectively the “Seller”), and
BECKLEY AWV AM, LLC, a Florida limited liability company (the “Purchaser”).


 


RECITALS


 


WHEREAS, the KCC Seller
is the owner and holder of the fee simple title to those certain parcels of real property legally described on Exhibit A attached
hereto, and located at 1156 Big Laurel Highway, Bluefield, West Virginia 24701 together with all easements, rights-of-way, privileges,
appurtenances and rights to same, belonging to and inuring to the benefit of said real property; all strips and gores, if any; all right,
title and interest, if any, of Seller in and to any land lying in the bed of any street, road, avenue, open or proposed, in front of or
adjoining said property to the center line thereof, and all right, title and interest of Seller in and to any awards for damage to said
property by reason of change of grade of any street (collectively, the “KCC Property”);


 


WHEREAS, the BAM Seller
is the owner and holder of the fee simple title to those certain parcels of real property legally described on Exhibit B attached
hereto, and located at 3934 Robert C. Byrd Drive, Beckley, West Virginia 05801 together with all easements, rights-of-way, privileges,
appurtenances and rights to same, belonging to and inuring to the benefit of said real property; all strips and gores, if any; all right,
title and interest, if any, of Seller in and to any land lying in the bed of any street, road, avenue, open or proposed, in front of or
adjoining said property to the center line thereof, and all right, title and interest of Seller in and to any awards for damage to said
property by reason of change of grade of any street (collectively, the “BAM Property” and with the KCC Property, collectively,
the “Property”);


 


WHEREAS, LMP Beckley
KCC, LLC (the “KCC Asset Seller”), operates a Chevrolet automotive dealership and all ancillary business related thereto
on the KCC Property (the “KCC Franchise”), and is also the owner of certain fixed assets used in the operation of the
Franchise which are located on the KCC Property (the “KCC Fixed Assets”);


 


WHEREAS, LMP Beckley
BAM, LLC (the “BAM Asset Seller”), operates a General Motors automotive dealership and all ancillary business related
thereto on the BAM Property (the “BAM Franchise”), and is also the owner of certain fixed assets used in the operation
of the Franchise which are located on the BAM Property (the “BAM Fixed Assets”);


 






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WHEREAS, simultaneously
with the execution of this Agreement, the KCC Seller and Fayette AWV AM, LLC, a Florida limited liability company, are entering into that
certain Asset Purchase Agreement for the sale of the KCC Franchise and the KCC Fixed Assets (the “KCC Asset Purchase Agreement”);


 


WHEREAS, simultaneously
with the execution of this Agreement, the BAM Seller and Beckley AWV AM, LLC, a Florida limited liability company, are entering into that
certain Asset Purchase Agreement for the sale of the BAM Franchise and the BAM Fixed Assets (the “BAM Asset Purchase Agreement”
and collectively with KCC Asset Purchase Agreement, the “Asset Purchase Agreements”);


 


WHEREAS, Purchaser
desires to purchase the KCC Property and the BAM Property from the KCC Seller and BAM Seller, respectively, and the KCC Seller and BAM
Seller Purchaser desire to sell the KCC Property and the BAM Property, respectively, for the price and pursuant to the terms and conditions
and upon the representations hereinafter set forth; and


 


NOW, THEREFORE, in
consideration of the premises and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged,
the parties hereto, each intending to be legally bound, do hereby agree as follows


 


1.
DEFINITIONS AND EXHIBITS.


 


1.1
Definitions. In this Agreement, the following defined terms have the meanings
set forth for them in the Section of this Agreement indicated below:


 


	Term	 
	 	 
	Agreement	Recitals
	Asset Purchase Agreements	Recitals
	Closing	Section 2.2(b)
	Closing Date	Section 9.1
	Effective Date	Opening
	Environmental Laws	Section 5.5
	Environmental Notice	Section 3.3(b)
	Exceptions	Section 4.1(a)
	Governmental Authorities	Section 5.5
	Hazardous Conditions	Section 5.5
	Hazardous Substances	Section 5.5
	Immaterial Taking	Section 12.2
	Improvements	Section 2.1(c)
	Improvements Price	Section 2.2(a)
	Inspection Period	Section 3.5
	Intangible Property	Section 2.1(f)



 






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	Term	 
	 	 
	Property	Recitals
	New Purchaser Entities	Section 14.11
	Objection Date	Section 4.1
	PCBs	Section 5.5
	Permits	Section 2.1(d)
	Permitted Exceptions	Section 4.2
	Plans	Section 2.1(e)
	Property	Section 2.1
	Purchaser	Recitals
	Purchase Price	Section 2.2(a)
	Purchaser’s Assessment	Section 3.3
	Real Property	Section 2.1(c)
	Seller	Opening
	Seller Closing Documents	Section 5.2
	Stated Price	Section 2.2(a)
	Survey	Section 3.1
	Surviving Obligations	Section 3.5
	Title Commitment	Section 3.1
	Title Company	Section 3.1
	Title Policy	Section 8.1(a)
	Unsatisfactory Environmental Condition	Section 3.3(b)


 


1.2
Exhibits. The Exhibits listed below are attached to and incorporated into
this Agreement. In the event of any inconsistency between such Exhibits and the terms and provisions of this Agreement, the terms and
provisions of the Exhibits shall control. The Exhibits to this Agreement are:


 


	 	Exhibit A	–	Legal Description of the KCC Real Property
	 	 	 	 
	 	Exhibit B	–	Legal Description of the BAM Real Property
	 	 	 	 
	 	Exhibit C	–	Form of Special Warranty Deed



 


1.3  Asset
Purchase Agreement. The terms and condition of the Asset Purchase Agreements are incorporated by reference to this Agreement.


 


2.
PURCHASE AND SALE OF THE PROPERTY.


 


2.1
Purchase. For the consideration hereinafter set forth, and subject to the
provisions contained herein, the KCC Seller and the BAM Seller, each respectively hereby agrees to sell and convey to Purchaser, and Purchaser
agrees to purchase from Seller, all of the following (collectively, the “Property”):


 


(a)
The Property, together with all easements, rights-of-way, appurtenances, hereditaments and water and mineral rights appertaining
to or otherwise benefiting or used in connection with such real property and inuring to the benefit of the Property or the fee owner thereof,
together with all of Seller’s right, title and interest in and to any strips of land, streets, and alleys abutting or adjoining
such real property, as further described on Exhibit A and Exhibit B hereto;


 






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(b)
All water, well, ditch surface and reservoir rights of whatever nature or kind related to the Property (the “Water Rights”);


 


(c)
All existing buildings or other improvements, structures, open parking facilities and fixtures placed, constructed, installed or
located on the Property and owned by Seller, if any, and all plants, trees, sculptures, signs, and other appurtenances located upon, over
or under the Property and owned by Seller, if any, (collectively, the “Improvements”; the Property and Improvements
are sometimes hereinafter collectively referred to as the “Real Property”);


 


(d)
All right, title and interest of the applicable Seller, in and to all governmental permits, approvals, variances, impact fees and
credits, licenses, certificates and authorizations, including, without limitation, certificates of occupancy, relating to the Real Property,
to the extent assignable and capable of being transferred under applicable law in the applicable Seller’s possession or control
(the “Permits”); and


 


(e)
All right, title and interest of the applicable Seller in and to (to the extent assignable and capable of being transferred under
applicable law) all site plans, surveys, soil and substratus studies, architectural drawings, plans and specifications, engineering, electrical
and mechanical plans and studies, floor plans, landscape plans, environmental assessment reports, engineering, structural or physical
inspection reports, appraisals, feasibility studies, and other plans and studies of any kind, in Seller’s possession or control,
relating to the Real Property (the “Plans”); and


 


(f)    
Any and all other rights, privileges, and appurtenances owned by Seller and in any way related to, or used in connection with,
the Real Property, to the extent assignable and capable of being transferred under applicable law (the “Intangible Property”).


 


(g)
Purchaser acknowledges and agrees that the definition of Property specifically excludes any such items that are owned entirely
by Asset Seller and that are the subject of the Asset Purchase Agreement.


 


2.2
Purchase Price.


 


(a)
The purchase price to be paid by Purchaser for the KCC Property (the “KCC Purchase Price”) shall be Four Million
Eight Hundred Thousand Dollars ($4,800,000.00). The purchase price to be paid by Purchaser for the BAM Property (the “BAM Purchase
Price”) shall be Six Million Five Hundred Thousand Dollars ($6,500,000.00) The total purchase price (the “Purchase
Price”) for the KCC Property and the BAM Property shall be Eleven Million Three Hundred Thousand Dollars ($11,300,000.00). The
Purchase Price, subject to adjustment in accordance with Article 10, shall be paid at the closing of the purchase contemplated hereby
(the “Closing”) in cash, by wire transfer, or other immediately available funds as each Seller and Purchaser may mutually
agree.


 






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3.
INVESTIGATION OF THE PROPERTY.


 


3.1
Title and Survey.


 


(a)
Title Insurance Commitment and Survey. Within ten (10) business days after the Effective Date, Purchaser shall obtain at
the sole cost and expense of Purchaser: a) a title insurance commitment issued by First American Title Company, licensed in the State
of West Virginia, (the “Title Company”) showing the status of record title to the Property (a “Title Commitment”)
and committing to insure, subject to the exceptions and requirements set forth therein, title to the Property in Purchaser in the amount
of the Purchase Price under the Title Company’s standard owner’s title insurance policy; and b) a current ALTA survey certified
to Purchaser (the “Survey”). Purchaser shall promptly provide Seller with a copy of the Title Commitment and Survey
upon Purchaser’s receipt and said delivery shall include legible copies of or links to all recorded documents referred to in the
Title Commitment. Extended title coverage or endorsements will be issued only at the request of the Purchaser and will be at Purchaser’s
sole expense.


 


(b)
Copies and Descriptions. After the Effective Date, each Seller shall provide to Purchaser, copies of all Permits, if any;
copies of all Plans, if any; copies of the most recent tax bills concerning the Real Property, together with a copy of any notice of increase
in valuation, if any, received by Seller since such tax statements were issued; and copies of any notices concerning existing or proposed
special assessments levied against or affecting the Real Property, if any.


 


(c)
Environmental History. Copies of any documents or communications relating to the environmental condition of the Real Property
in the possession of Seller (“Environmental Reports”).


 


(d)
All information and documentation relating to the Property that have been provided or that may be provided to Purchaser during
the course of Purchaser’s due diligence investigation of the Property, including, but not limited to, any Environmental Reports,
is provided without warranty of any kind, including as to the accuracy, validity or completeness of any such information or documentation.


 


3.2
Inspection of Property. At any time during the Inspection Period (as defined
herein in Section 3.4), Purchaser and its employees, agents, and contractors, shall have the right to enter the Real Property, at times
mutually agreeable to each Seller and Purchaser to complete a physical inspection of the Property as part of its condition, development,
usage, zoning, survey, title and environmental due diligence activities. Such right of inspection shall include, without limitation, the
right to have made, at Purchaser’s expense, any studies or reports of the Property as Purchaser may deem necessary or appropriate,
including, without limitation, soils and environmental tests and inspections. Sellers shall cooperate reasonably with any such investigations,
inspections, or studies made by or at Purchaser’s direction. Promptly following completion of any such activities, Purchaser agrees,
at its sole cost and expense, to restore the Property to its condition that existed immediately prior to such activities. Copies of all
documents provided by each Seller to Purchaser hereunder shall be promptly returned to the applicable Seller upon any termination of this
Agreement. Purchaser agrees that in entering upon the Property and inspecting or examining the Property, Purchaser and the other Purchaser
Parties (as defined herein) will not: (i) unreasonably disturb the Sellers or unreasonably interfere with its use of the Property; (ii)
unreasonably interfere with the operation and maintenance of the Property; (iii) damage any part of the Property or any personal property
owned or held by Sellers or any other person or entity; (iv) injure or otherwise cause bodily harm or death to Sellers, or to any of its
tenants, agents, guests, invitees, contractors and employees, or to any other person or entity; or (v) permit any liens to attach to the
Property by reason of the exercise of Purchaser’s rights under this Section 3. 


 






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3.3
Environmental Inspection. Without limiting the inspection and investigation
rights set forth in Section 3.2, Purchaser shall have the right during the Inspection Period, at Purchaser’s sole expense, to enter
the Property, at times mutually agreeable to the applicable Seller and Purchaser, to conduct environmental assessments of the Property,
including but not limited to, the collection and analysis of soils, surface water and groundwater samples, to conduct a “Phase I
Environmental Site Assessment” (a “Phase I”) upon the Property to identify any “recognized environmental
conditions” and to determine whether the Property is in substantial compliance with applicable Environmental Laws, in general accordance
with standards recommended by the American Society for Testing and Materials – ASTM E1527-05 “Standard Practice for Environmental
Site Assessments: Phase I Environmental Site Assessment Process.” Purchaser will promptly provide Seller a copy of the Phase I testing
results and the draft and final report(s) as soon as the information is available. (“Purchaser’s Assessment”).


 


3.4
If the Phase I reveals that there are “recognized environmental conditions” on the Property,
or the Property is not in substantial compliance with applicable Environmental Laws, and recommends a Phase II environmental assessment
(“Phase II”), then Purchaser shall, at Purchaser’s cost, commission an environmental consultant satisfactory
to Purchaser (the “Engineer”) complete a Phase II within thirty (30) days of Purchaser’s receipt of the Phase
I. Provided that Purchaser has promptly ordered the Phase II, and the provider of such Phase II has not completed it with the thirty (30)
days, Purchaser shall have an additional fifteen (15) days to complete the Phase II. Each Seller hereby agrees to allow the Purchaser
to undertake any such Phase II investigation on the Property. If the Phase II discloses the existence of Hazardous Substances in violation
of applicable Environmental Laws, Purchaser may deliver a notice to each applicable Seller within five (5) days of Purchaser’s receipt
of the Phase II either (i) terminating the Agreement, and neither party shall thereafter have any further liability or obligation to the
other, except as otherwise expressly provided herein or (ii) setting forth such matters contained in the Phase II to which it objects
(the “Notice of Violations”). If Purchaser elects to send a Notice of Violations, the applicable Seller shall have
fifteen (15) days from receipt of the Notice of Violations to elect to remediate the violations set forth therein, in which case the parties
shall enter into an environmental remediation agreement on terms mutually agreeable to the parties. If the parties are unable to reach
a mutually agreeable environmental remediation agreement within thirty (30) days after the applicable Seller’s receipt of the Notice
of Violations (assuming such Seller elects to remediate), the Agreement shall automatically terminate, Purchaser shall receive a refund
of the Deposits under this Agreement and under the Asset Purchase Agreement), and neither party shall thereafter have any further liability
or obligation to the other, except as otherwise expressly provided herein. Notwithstanding the foregoing, the applicable Seller shall
have no obligation to remediate unless it so elects. If the applicable Seller elects, by Notice to Purchaser, not to remediate the matters
set forth in the Notice of Violation, Purchaser shall have five (5) business days from receipt of such Notice to give Seller its Notice
that Purchaser is electing to: (a) accept the Property in “As Is” condition; or (b) terminate this Agreement and receive a
refund of the Deposits (under this Agreement and under the Asset Purchase Agreement), thereby releasing Purchaser and the applicable Seller
from all further obligations under this Agreement. If Purchaser fails to give Notice of its election within such five (5) business day
period, or fails to give a Notice of Defects within five (5) business days of receipt of the Phase II, then Purchaser will be deemed to
have approved the environmental condition of the Property and to have elected to proceed to Closing. Purchaser shall have no obligation
to indemnify such Seller with respect to the presence of any Hazardous Substances discovered during Purchaser’s environmental inspections
of the Property nor shall Purchaser have any obligation to engage in the remediation of the Property with respect to such Hazardous Substances.
“Hazardous Substance” shall mean any substance or material defined or designated as hazardous or toxic waste, hazardous or
toxic material, a hazardous or toxic substance, or other similar term by any federal, state, or local environmental statute, regulation,
or ordinance presently in effect, as such statutes, regulations, and ordinances may be amended from time to time, prior to Closing, and
mold, lead-based paint and asbestos. However, “Hazardous Substance” shall not include substances which are used in each Seller’s
ordinary course of its automotive dealership business; provided, however, that such substances are used, handled, transported, stored
and disposed of in substantial compliance with any applicable federal, state and local law, rule, regulation, code, ordinance or any other
governmental restriction or requirement.


 






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3.5
Termination of Agreement. At any time during the Inspection Period, Purchaser
shall be permitted, in Purchasers sole discretion, to give Sellers written notice in accordance with the notice provisions of this Agreement
terminating this Agreement if Purchaser is dissatisfied with its physical inspection of the Property as part of its condition, development,
usage, zoning, survey, title and environmental due diligence activities. Purchaser shall have no obligation to give a reason for such
termination. If Purchaser delivers such a notice, then this Agreement shall terminate, Purchaser shall receive a refund of the Deposits
(under this Agreement and under the Asset Purchase Agreement), and both parties shall be relieved from any further liability hereunder,
except for those matters which, by their terms, survive the termination of this Agreement (the “Surviving Obligations”).
The sixty (60) day period following the Effective Date is herein referred to as the “Inspection Period.” Purchaser
may at its option waive its right to terminate this Agreement pursuant to this Section 3.5 by written notice delivered to Sellers. Notwithstanding
anything contained herein to the contrary, following the expiration of the Inspection Period, the Escrow Deposit (as defined in the Asset
Agreement) shall become non-refundable except as otherwise expressly set forth in Section 11 of the Asset Purchase Agreement.


 


4.
TITLE.


 


4.1
Review.


 


(a)
Within ten (10) business days after Purchaser’s receipt of the Title Commitment (the “Objection Date”),
Purchaser shall be entitled to object to any exceptions to title disclosed in the Title Commitment or matters affecting title reflected
on the Survey (“Exceptions”), in its sole discretion, by a written notice of objections delivered to Sellers. If Purchaser
fails to deliver to the applicable Seller a notice of objections on or before the Objection Date, Purchaser shall be deemed to have waived
any objection to the Exceptions and thereafter all Exceptions shall be deemed to be Permitted Exceptions (as hereinafter defined). The
applicable Seller shall have ten (10) business days from the receipt of Purchaser’s notice of objections either to (i) remove the
Exceptions, or (ii) provide Purchaser with assurances satisfactory to Purchaser, in its sole discretion, that the Exceptions will be removed
or affirmative title insurance protection will be provided before or as of the Closing. If Purchaser waives in writing its objection to
any matters described in the notice of objections, such matters shall be deemed to be Permitted Exceptions. Notwithstanding anything in
this paragraph to the contrary, and whether or not Purchaser specifically objects, the applicable Seller shall be obligated to remove
any Exceptions which can be removed by the payment of money, including but not limited to mortgages, liens, judgments, and fines (“Monetary
Exceptions”). At Closing, Purchaser shall pay for any title insurance policies issued by the Title Company.


 






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(b)
If any endorsement or update issued to the Title Commitment or Survey contains Exceptions other than those in the Title Commitment
or Survey, Purchaser shall be entitled to object to any such Exceptions by a written notice of objections to Seller on or before the date
ten (10) days following Purchaser’s receipt of such endorsement or update. If Purchaser fails to deliver to the applicable Seller
a notice of objections on or before such date, except as to Monetary Exceptions, Purchaser shall be deemed to have waived any objection
to matters appearing on such endorsement or update, and thereafter all such Exceptions shall be deemed to be Permitted Exceptions. The
applicable Seller shall have ten (10) business days from the receipt of Purchaser’s notice either to (i) remove the Exceptions,
or (ii) provide Purchaser with assurances satisfactory to Purchaser, in its sole discretion, that the Exceptions will be removed or affirmative
title insurance protection will be provided before or as of the Closing. If Purchaser waives in writing its objection to any matters described
in the notice of objections, such matters shall be deemed to be Permitted Exceptions.


 


4.2
Permitted Exceptions. The term “Permitted Exceptions”
shall mean: (i) zoning regulations and ordinances (and any variances therefrom) of the municipality in which the Property is located;
(ii) curb cuts and access roads to and from abutting streets and other easements, driveways or rights of way in existence as of the Effective
Date; (iii) real property taxes, water charges and sewer rents which are not yet due and payable, but subject to apportionment as hereinafter
provided; (iv) recorded utility, water and sewer easements, if any, as existing on the Effective Date and (v) all Exceptions contained
in the Title Commitment (other than Monetary Exceptions) or Survey (a) to which Purchaser does not object as herein provided or (b) as
to which Purchaser has waived or is deemed to have waived its objection; provided, however, that the term Permitted Exceptions shall not
include (i) any taxes or assessments other than general ad valorem real estate taxes for the year of Closing; (ii) any
monetary judgments, mortgages or liens; or (iii) any matters that, prior to Closing, each Seller agrees in writing to remove or cure at
or before the Closing. The existence of monetary judgments, mortgages or liens, other than the Permitted Exceptions, shall not be objections
to title, provided that properly executed instruments, in recordable form, necessary to satisfy and release the same are delivered to
Purchaser at the Closing together with recording and/or filing fees, and each Seller shall pay such mortgages or liens from the cash consideration
to be paid to such Seller by Purchaser hereunder.


 






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5.
SELLER’S REPRESENTATIONS AND WARRANTIES.


 


Each Seller represents and warrants to Purchaser,
that the representations and warranties set forth below are true and correct as of the Effective Date, and shall be true and correct on
and as of the date of the Closing, but only with regard to each Seller’s respective Property being conveyed hereunder:


 


5.1
No Possessory Rights. Except for any rights of possession granted under the
Permitted Exceptions, there are no parties in possession of any of the Real Property, and each Seller has not granted any other rights
of possession or use to any third party or parties. No party has a right of first refusal or option to purchase any of the Real Property.


 


5.2
Due Execution; Authority. (i) Each Seller is a limited liability company
duly organized, validly existing and in good standing as a limited liability company under the laws of the State of West Virginia; (ii)
this Agreement is, and all the documents to be delivered by each Seller pursuant to this Agreement (the “Seller Closing Documents”)
will be, when executed by each Seller, binding on and enforceable against Seller in accordance with their respective terms; (iii) except
for internal governance approvals required by law, there are no other consents required to authorize Seller’s entry into and
performance of this Agreement, the applicable Seller Closing Documents and/or the transactions contemplated hereby or thereby; (iv) this
Agreement, the applicable Seller Closing Documents and the transactions contemplated hereby and thereby have been, or will have been prior
to the Closing, approved by all necessary action of each such Seller; and (v) the execution and delivery of the respective Seller
Closing Documents do not and will not constitute a breach or default under any agreement by which the applicable Seller is bound.


 


5.3
Contracts. To each Seller’s knowledge, and except for this Agreement,
any Permitted Exceptions, any contracts provided to Purchaser and any documentation related to existing financing on the Property, (i)
there are no contracts entered into by the applicable Seller or its agents relating to the ownership, management, parking, operation,
maintenance or repair of the Property (ii) each Seller or its agents have not entered into any contracts for the sale, lease, assignment,
exchange or transfer of the Property or any portion thereof, or contracts or other material obligations currently in effect, creating
or imposing any burdens, obligations or restrictions on the use or operation of the Property and the business conducted thereon and (iii)
there are no contracts, agreements, liabilities, claims or obligations of any kind or nature relating to the Property to which the Property
or the Sellers will be bound following the Closing.


 


5.4
Condemnation. Sellers have no knowledge of any pending or contemplated condemnation
proceedings affecting all or any part of the Real Property.


 


5.5
Environmental. Except as disclosed on Schedule 5.5 (which Sellers shall deliver
to Purchaser within ten (10) business days following the Effective Date):


 


(a)
Nature of Claims. During each Seller’s ownership of the Property, there have not been and there are not now pending
or, to each applicable Seller’s knowledge, threatened: (i) claims, causes of action, notices, or requests for information received
by such Seller with respect to any alleged violation of any Environmental Law with respect to the Property; or (ii) claims, causes of
action, notices, or requests for information received by each Seller regarding potential or alleged liability under any Environmental
Law with respect to the Property.


 






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(b)
Existing Conditions. To each Seller’s knowledge, no conditions exist at, on, or under the Property that would constitute
a Hazardous Condition.


 


(c)
Compliance with Environmental Laws. Each Seller is in compliance in all material respects with all orders, directives, permits,
certificates, approvals, licenses, and other authorizations from applicable Governmental Authorities, if any, relating to Environmental
Laws with respect to the Property. To each Seller’s knowledge, the Property and all Improvements are in compliance with all Environmental
Laws.


 


(d)
Storage Tanks. To each Seller’s knowledge, there are no above ground tanks that are not in compliance with all Environmental
Laws. Neither Seller has removed nor abandoned any underground storage tanks (herein referred to as “USTs”) at the
Property nor does each Seller have any knowledge of the abandonment or removal of USTs at the Property.


 


(e)
PCBs. To each Seller’s knowledge, there are no polychlorinated biphenyls (“PCBs”) other than those
that may be incorporated within building materials such as window caulk or glazing or friable or damaged asbestos at the Property; nor
has eacj Seller removed (or required or requested the removal of) any PCBs other than those that may be incorporated within building materials
such as window caulk or glazing or damaged or friable asbestos from the Property, nor has Seller knowledge of the previous existence of
any PCBs other than those that may be incorporated within building materials such as window caulk or glazing or damaged or friable asbestos
at the Property.


 


“Environmental Law”
means all federal, state and local laws, whether common laws, court or administrative decisions, statutes, rules, regulations, ordinances,
court orders and decrees, and administrative orders and all enforceable administrative policies and guidelines concerning action levels
of a governmental authority (federal, state or local) now or in effect at Closing relating to the environment, public health, occupational
safety, industrial hygiene, any Hazardous Substance (including, without limitation, the disposal, generation, manufacture, presence, processing,
production, release, storage, transportation, treatment or use thereof), or the environmental conditions on, under or about the Property,
as amended and as in effect during the Seller’s ownership of the Property, now and at the time of Closing (including, without limitation,
the following statutes and all regulations thereunder as amended and in effect during the Seller’s ownership of the Property, now
and at the time of Closing: the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C.
§§ 9601, et seq.; the Superfund Amendments and Reauthorization Act of 1986, Title III, 42 U.S.C.
§§ 11001, et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking
Water Act, 42 U.S.C. §§ 300(f), et seq.; the Solid Waste Disposal Act, 42 U.S.C. §§ 6901,
et seq.; the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §§ 1801, et seq.;
the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§ 6901, et seq.; the Federal Water
Pollution Control Act, as amended, 33 U.S.C. §§ 1251, et seq.; the Toxic Substances Control Act of 1976,
15 U.S.C. §§ 2601, et seq.; and the Occupational Safety and Health Act, 29 U.S.C. §§ 651, et seq.;
and any successor statues and regulations to the foregoing in effect during the Seller’s ownership of the Property, now and at the
time of Closing.


 






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“Governmental Authorities”
shall mean any commission, department or body of any municipality, township, city, county, state or Federal governmental unit having jurisdiction
over any of the Property or the ownership, management, operation, use or improvement thereof.


 


“Hazardous Conditions”
refers to the presence on, in or under any of the Property (including ground water) of Hazardous Substances, the concentration, condition,
quantity, location or other characteristics of which fail to comply with, or otherwise create an obligation or liability under applicable
Environmental Laws.


 


“Hazardous Substances”
means (i) all chemicals, materials and substances defined as or included in the definition of “hazardous substances,”
“hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous
wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,”
or words of similar import, under any applicable Environmental Law; and (ii) all other chemicals, materials and substances, exposure
to which is prohibited, limited or regulated by any governmental authority, including, without limitation, asbestos and asbestos-containing
materials in any form, lead-based paint, radioactive materials, polychlorinated biphenyls (“PCB’s”), and substances
and compounds containing PCB’s.


 


5.6
Zoning. To each Seller’s knowledge, the Property is currently zoned
to permit the ownership and operation of an automotive retail sales and service dealership. To each Seller’s knowledge, there is
not now pending nor is there any proposed or threatened proceeding for the rezoning of the Property or any portion thereof. Seller has
no knowledge of nor has it received any written notice from any Governmental Authority that any zoning, subdivision, environmental, hazardous
waste, building code, health, fire, safety or other law, order, ordinance or regulation is violated by the continued maintenance, operation
or use of the Property in a manner substantially the same as current operations, including, without limitation, any Improvements located
thereon or any parking areas. Notwithstanding the foregoing, Seller and Purchaser agree and acknowledge that any representations or warranties
made with respect to the environmental condition of the Property and compliance, obligations and liabilities under Environmental Laws
are set forth in Section 5.5 herein. 


 


5.7
Permitted Exceptions. Each Seller has performed all obligations under and has not received notice
that it is in default for failure to comply with the terms and provisions of any of the covenants, conditions, restrictions, rights-of-way
and easements constituting one or more of the Permitted Exceptions for the Property.


 


5.8
Permits, Etc. To each Seller’s respective knowledge, all applicable permits, licenses, authorizations
and certificates of occupancy required by Governmental Authorities for the management, occupancy, leasing and operation of the Property
are in full force and effect.


 


5.9
Litigation. No dispute, proceeding, suit or litigation relating to the Property or any part thereof
is pending or, to each Seller’s respective knowledge, threatened in any tribunal.


 


5.10
FIRPTA. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal
Revenue Code of 1986, as amended, and the regulations promulgated thereunder.


 






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5.11
Indebtedness. Neither Seller has received notice of any material defaults or events of default (as defined
therein) or any notice that such defaults are continuing under the terms of any documents evidencing or securing indebtedness which is
secured by the Property or for which such Seller is liable.


 


5.12
Material Adverse Change. Neither Seller has received written notice from any Governmental Authority of
any pending or contemplated change in any regulation, code, ordinance or law, or private restriction applicable to the Property, or any
natural or artificial condition upon or affecting the Property, or any part thereof, which would result in any material adverse change
in the condition of the Property or any part thereof, or would in any way limit or impede the operation or development of the Property.


 


5.13
Not Misleading. The representations and warranties of each Seller in this
Agreement do not contain any untrue statement of a material fact or omit a material fact necessary to make the statements contained herein
not misleading.


 


5.14
Tax Matters. Each Seller has relied solely on its own counsel for advice on any and all federal, state
and local tax matters relating to this Agreement and the transactions contemplated herein and have not relied on any advice or representations
of Purchaser, or its counsel with respect to any federal, state and local tax matters relating to this Agreement or the transactions contemplated
herein.


 


5.15
Utilities. Usable sanitary and storm sewers and public water, gas and electrical
utilities (collectively, the “Utilities”) of adequate capacity required for the operation of the Property as it is
currently being used as of the Effective Date, are installed in, and are duly connected to, the Property. 


 


5.16
Bankruptcy. Each Seller has not (i) made a general assignment for the benefit of creditors, (ii)
filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Seller’s creditors, (iii) suffered
the appointment of a receiver to take possession of all or substantially all of Seller’s assets, (iv) suffered the attachment, or
other judicial seizure of all, or substantially all, of Seller’s assets, (v) admitted in writing its inability to pay its debts
as they come due, or (vi) made an offer of settlement, extension or compromise to its creditors generally.


 


5.17
Knowledge. For purposes of this Agreement, the phrase “to Seller’s
knowledge” or words of similar import, shall mean that the applicable party has conducted a reasonable review of its files and interviewed
current employees in positions of responsibility on the subject and such review and interviews did not disclose any information contrary
to the accuracy or veracity of any such representation or warranty.


 


5.18
Supplemental Information. Seller shall provide written notice to Purchaser
at any time and from time to time after the Effective Date through the Closing if it acquires any information that any of the representations
or warranties made in this Agreement were inaccurate in any material respect as of the Effective Date or will be inaccurate in any material
respect as of the Closing. 


 






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5.19
Property Being Sold “AS IS, WHERE IS”. Purchaser hereby acknowledges, understands and agrees
that it had or will have during the Inspection period sufficient opportunity to inspect the Property and any Environmental Reports and
Purchaser agrees, represents and warrants that (i) prior to the Closing Date, Purchaser will have fully examined and inspected the Property,
including the construction, renovation, environmental condition, all governmental approvals, and any applicable resolutions and agreements,
operation and leasing of the Property, together with any other documents and materials with respect to the Property which Purchaser deems
necessary or appropriate in connection with its investigation and examination of the Property, (ii) the Property will be purchased by
Purchaser in its “AS IS, WHERE IS” condition and (iii) Purchaser will have decided to purchase the Property solely on the
basis of its own independent investigation. Purchaser hereby acknowledges and agrees that Seller has not made, does not make, and has
not authorized anyone else to make any representations and/or warranty regarding any matter or thing pertaining to the Property except
for those limited representations and warranties set forth in Section 5 herein. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE PURCHASE
PRICE OF THE PROPERTY REFLECTS THE FACT THAT SELLER IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES, EXCEPT AS SET FORTH IN SECTION 5
HEREOF. SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, EXCEPT FOR THOSE LIMITED REPRESENTATIONS
AND WARRANTIES SET FORTH IN SECTION 5 HEREIN, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY,
OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE PROPERTY or COMPLIANCE OR NON-COMPLIANCE
WITH ZONING OR OTHER LAWS. PURCHASER AGREES TO ACCEPT THE PROPERTY WITHOUT RECOURSE AGAINST SELLER OF ANY KIND UNDER APPLICABLE
LAWS AND REGULATIONS. All information and documentation relating to the Property that have been provided or that may be provided to Purchaser
during the course of Purchaser’s due diligence investigation of the Property, including, but not limited any Environmental Reports,
is provided without warranty of any kind, including as to the accuracy, validity or completeness of any such information or documentation.


 


5.20
The representations and warranties of Sellers as set forth in this Agreement shall be true and correct as of the effective
date of this Agreement and as of the date of Closing and shall survive the Closing of this transaction.


 


6.
PURCHASER’S REPRESENTATIONS AND WARRANTIES.


 


Purchaser represents and warrants to Seller, that
the representations and warranties set forth below are true and correct as of the Effective Date, and shall be true and correct on and
as of the date of the Closing:


 


6.1
Authority. Purchaser is a limited liability company duly organized and validly
existing and in good standing under the laws of the State of Florida, and authorized to do business in the State of West Virginia. Purchaser
has the full right and authority to enter into this Agreement and consummate the transactions contemplated by this Agreement. All requisite
company action has been, or will be by the Closing Date, taken by Purchaser in connection with the execution of this Agreement and the
documents referenced herein and the consummation of the transactions contemplated hereby. Each of the persons signing this Agreement on
behalf of Purchaser is authorized to do so. Purchaser shall furnish to Seller any and all documents to evidence such authority as Seller
shall reasonably request.


 






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6.2
Consents; Restrictions; Binding Obligations. No third party approval or consent
is required to enter into this Agreement or the documents referenced herein or to consummate the transactions contemplated hereby other
than as stated in this Agreement. The entering into and consummation of the transactions contemplated hereby will not conflict with or,
with or without notice or the passage of time or both, constitute a default under, any contract, lease or other agreement to which Purchaser
is a party or by which Purchaser may be bound or any law, rule, license, regulation, judgment, order or decree governing or affecting
Purchaser. This Agreement and all documents required hereby to be executed by Purchaser are and shall be valid and legally binding obligations
of Purchaser.


 


7.
SELLER’S UNDERTAKINGS PENDING CLOSING.


 


7.1
Operation of the Property. Until the earlier of the Closing or the termination
of this Agreement, each Seller shall: 


 


(a)
Status of Title. Not do anything, or permit anything to be done, that would impair the status of title as shown on the Title
Commitment or the Survey.


 


(b)
Operation. Continue to operate and maintain the Property in the same manner as immediately prior to the Effective Date,
reasonable wear and tear excepted.


 


(c)
Contracts. Not enter into any lease, service contract or other contract that, following Closing, will be binding upon Purchaser
or the Property without, in each instance, obtaining the prior written approval of Purchaser. The foregoing shall not apply to any service
contract having a term of thirty (30) days or less.


 


(d)
Transfer. Not cause or permit transfer, conveyance, sale, assignment, pledge, mortgage, or encumbrance of any of the Property.


 


(e)
Zoning. Not to submit any application or similar document to any Governmental Authority in connection with the rezoning
or special permitting of any part of the Property without first obtaining Purchaser’s written approval thereof (unless said submittal
is fully consistent with any other submittal theretofore approved by Purchaser).


 


7.2 Notification of Purchaser. Until
the earlier of the Closing or the termination of this Agreement, each Seller shall notify Purchaser in writing promptly upon learning
or receiving notice, whichever first occurs, of:


 


(a)
Events. Any event, transaction, or occurrence prior to Closing that would or could materially adversely affect any of the
Property.


 


(b)
Representations. Any fact or event that would make any of the representations or warranties of Seller contained in this
Agreement untrue or misleading in any material respect or that would cause Seller to be in violation of any of its covenants or other
undertakings or obligations hereunder.


 


(c)
Laws. Any violation of any law, ordinance, regulation or law that would or might materially adversely affect any of the
Property.


 






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(d)
Zoning. Any proposed change in any zoning or other law affecting the use or development of any of the Property.


 


(e)
Litigation. Any pending or threatened litigation that affects any of the Property or that could affect the transaction contemplated
hereby.


 


(f)    
Bankruptcy. Any pending or threatened proceeding in bankruptcy or insolvency that could affect any of the Property or any
person owning any interest therein.


 


(g)
Defaults. Any default under any of the Permitted Exceptions or other agreements affecting any of the Property, or any act
or omission that with the notice or the passage of time, or both, would constitute such a default.


 


(h)
Environmental. Any (a) enforcement, clean-up, removal or other governmental or regulatory action concerning the Property
instituted, completed or threatened pursuant to any Environmental Law; (b) any claim made or threatened by any person against Asset
Seller and/or Seller, or the Property, relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or
claimed to result from any Hazardous Substances; and (c) reports made to any environmental agency arising out of or in connection
with any Hazardous Substance in, on or under the Property including, without limitation, any causes of action, notices, warnings, reports
or asserted violations in connection therewith.


 


8.
PURCHASER’S AND SELLER’S OBLIGATION TO CLOSE.


 


8.1
Conditions to Purchaser’s Obligations. Purchaser shall not be obligated
to close the transaction contemplated hereunder unless each of the following conditions shall be satisfied on or prior to the Closing
Date, which may be waived by Purchaser.


 


(a)
Title Policy. The title company that issued the Title Commitment (the “Title Company”) shall issue (or
commit unconditionally to issue) a title policy to Purchaser subject only to the Permitted Exceptions (the “Title Policy”).


 


(b)
 Accuracy of Representations. The representations of Sellers in this Agreement shall be true and complete as of the date
when given and on the Closing Date.


 


(c)
Seller’s Performance. Each Seller shall have performed all covenants and obligations and complied with all conditions
required by this Agreement to be performed or complied with by Seller on or before the Closing Date.


 


(f)  Asset
Purchase Agreement. The transactions contemplated under the Asset Purchase Agreement and any ancillary documents related thereto,
shall have closed, or close concurrently with this Agreement.


 


(g)  Termination
of Intercompany Leases. Seller shall terminate any intercompany leases with respect to the Real Property upon Closing, as may be applicable.


 


8.2
Condition to Seller’s Obligations. Each Seller shall not be obligated to close the transaction contemplated
hereunder unless each of the following conditions shall be satisfied on or prior to the Closing Date, which may be waived by each Seller,
as applicable.


 


(a)
Purchaser’s Performance. Purchaser shall have performed all covenants and obligations and complied with all conditions
required by this Agreement to be performed or complied with by Purchaser on or before the Closing Date.


 






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(b)
Accuracy of Representations. All representations of Purchaser in this Agreement will be true and complete as of the date
when given and on the Closing Date.


 


(c)
Asset Purchase Agreement. The transactions contemplated under the Asset Purchase Agreements and the other Real Estate Agreements
(as defined in the Asset Purchase Agreements) shall have closed, or close concurrently with this Agreement.


 


8.3
Failure of Conditions. If any condition specified herein is not satisfied
on or before the Closing, then (i) Purchaser may terminate this Agreement, by notice to Sellers, if any of Purchaser’s conditions
precedent to Closing have not been satisfied as of the Closing Date or has become incapable of being satisfied by the Closing Date, and
(ii) each Seller may terminate this Agreement, by notice to Purchaser, if any of Seller’s conditions precedent to Closing have not
been satisfied as of the Closing Date or has become incapable of being satisfied by the Closing Date. Upon a termination in accordance
with this Section 8.3, Purchaser shall receive a refund of the Deposits (under this Agreement and under the Asset Purchase Agreement),
this Agreement will have no further force or effect and the parties shall thereupon be relieved of all further obligations hereunder other
than the Surviving Obligations. The parties’ rights under this Section 8 are cumulative and are in addition to the other rights
and remedies available to them under this Agreement or any other agreement, including Section 11 of the Asset Purchase Agreement. Notwithstanding
anything else set forth herein, in the event the closings under the Asset Agreement or the other Real Estate Agreements do not close for
any reason, this Agreement shall automatically terminate without any further action required by Purchaser or Seller and the provisions
of Section 11 of the Asset Purchase Agreement shall apply. 


 


9.
CLOSING.


 


9.1
Time of Closing. Unless otherwise agreed in writing between the parties hereto,
the Closing shall take place contemporaneously with that of the Asset Purchase Agreements (the “Closing Date”). Purchaser
hereby covenants to work with Sellers during the Closing process to keep Seller informed of the progress and timing under the Asset Purchase
Agreement so as to enable the Closing to occur under this Agreement as contemplated.


 


9.2
Deliveries. At the Closing, simultaneously with the payment of the Purchase
Price by Purchaser:


 


(a)
Each Seller shall execute and deliver or cause to be delivered to Escrow Agent on behalf of Purchaser the following, with respect
to the applicable Property, to wit:


 


(i)
A duly executed and acknowledged special warranty deed, conveying fee simply title to the applicable Property, in substantially
the form and content of Exhibit B the “Deed”), free and clear of all matters affecting title, in recordable
form;


 






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(ii)   
A standard No-Lien, “Gap” and Parties in Possession Affidavit satisfactory to the Title Insurer in order to delete
the standard printed exceptions; and to insure the period between the last update of the Title Commitment and recording of the deed;


 


(iii)
Applicable state and local conveyance tax forms completed and signed by or on behalf of the applicable Seller and Purchaser, together
with checks, in the amount of the applicable real estate transfer and conveyance taxes, payable to the County Clerk of the county where
the Property is located by reason of the purchase and sale of the Property;


 


(iv)
Such other documents and affidavits as shall be reasonably required by the Title Insurer as called for or required under the terms
of the Commitment;


 


(v)
A resolution of the applicable Seller authorizing the conveyance of the applicable Property to Purchaser pursuant to this Agreement;


 


(vi)
The applicable Seller shall execute and deliver to Purchaser a certificate confirming such Seller’s representations and warranties
as described in Section 8.1(b).


 


(vii)   
The applicable Seller shall execute and deliver to Title Company such affidavits, agreements or statements concerning parties in
possession of the Property or claims for mechanic’s liens as may be required by Title Company in order to issue the Title Policy


 


(viii)  
A non-foreign Seller Affidavit.


 


(ix)
Satisfactions of all mortgages of record encumbering any part of the Subject Property.


 


(x)
UCC-3 Termination Statements for all UCC-1 financing statements filed with respect to any part of the Property, and UCC-3 Amendments
changing the principal place of business of Seller for any UCC-1 financing statements filed to perfect any security interest in any personalty
of the Seller located on the Property or for which the Subject Property is identified as the principal place of business of the Seller
for filing purposes.


 


(xi)
All keys, remote controls and security and access codes;


 


(xii)   
 all the originals of all Plans in Seller’s possession or control and all other materials of whatever kind owned by Seller
relating to the design, construction, development, ownership, maintenance and operation of the Property shall be delivered to and become
the property of Purchaser to the extent that such documents are assignable and capable of being transferred under applicable law;


 


(xiii)  
All such other documents contemplated by this Agreement;


 






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(b)
At the Closing, Purchaser shall deliver to Escrow Agent the Purchase Price adjusted for all appropriate prorated items, credits
and adjustments, of which the Deposit and all accrued interest thereon shall constitute a part thereof, and Purchaser shall also deliver
or cause to be delivered to Escrow Agent, on behalf of Seller the following:


 


(i)
A resolution of the Purchaser authorizing the purchase of the Subject Property.


 


(c)
At the Closing, Seller and Purchaser shall mutually execute and deliver to each other a closing statement in customary form which
shall also be executed by Escrow Agent, and any and all conveyances, assignments and all other instruments and documents as may be reasonably
necessary in order to complete the transaction herein provided and to carry out the intent and purposes of this Agreement.


 


10.
PRORATIONS AND CLOSING EXPENSES.


 


10.1   
Closing Adjustments. The cash due at Closing pursuant to Section 2.2 shall
be subject to adjustment as of the Closing Date in accordance with the following provisions:


 


(a)
Taxes and Prorations. Real estate taxes, water, sewer and other utility charges and other assessments typically pro-rated
between purchasers and sellers of commercial real estate in the county where the Property is located will be prorated between Seller and
Purchaser as of the date of Closing based on the number of days of the applicable period that each party owns the Property. To the extent
practicable, all such pro-rations and payments will be made on the day of Closing, with the balance to be made as soon as practicable
following the Closing upon delivery by Purchaser or Seller, as applicable, of reasonable documentation of such payment to the other party.


 


(b)
Utilities. To the extent possible, the parties shall cause all utility meters to be read on the day preceding the Closing
Date. Each Seller shall escrow with Title Company an amount sufficient to pay Seller’s final water and sewer bill if Title Company
so requires in order to issue the Title Policy. Each Seller shall not receive credit for security deposits, if any, posted with utility
companies, and each Seller may seek return thereof following Closing.


 


(c)
Liens and Encumbrances. The amount of any lien, deed of trust or other monetary encumbrance then affecting the Property
shall be paid from the funds to which Seller shall otherwise be entitled. If such funds are insufficient to pay all such encumbrances,
Seller shall pay the deficiency.


 


(d)
Closing Costs. The costs of recording any transfer tax on the Deed of conveyance, shall be paid by the respective Seller.
The Purchaser shall pay the costs of: (i) recording the Deed; (ii) searching or examining title and the title insurance premium due with
respect to the Title Policy to be issued pursuant to the Commitment; (iii) financing costs (including but not limited to lender’s
origination fees, appraisal expenses, lender title policy premiums and endorsements); and (iv) Buyer’s inspection expenses.


 


10.2   
Settlement Statement. At the Closing, each Seller and Purchaser shall execute
a Closing settlement statement to reflect the credits, prorations, and adjustments contemplated by or specifically provided for in this
Agreement.


 






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11.
CASUALTY DAMAGE. In the event that the Real Property is damaged by fire or other material casualty
prior to Closing, Seller shall promptly give Purchaser written notice of such occurrence. In the event the damage creates a hazardous
or otherwise dangerous environment, as determined by Purchaser in its reasonable discretion, Purchaser may elect to terminate this Agreement
upon notice to Seller within fifteen (15) days after Purchaser’s receipt of Seller’s notice of such casualty, in which
event the parties shall be relieved of any further obligations hereunder except for the Surviving Obligations. In the event Purchaser
elects not to terminate, the parties shall proceed to the Closing and Seller shall deliver and/or assign to Purchaser all insurance proceeds
collectible for such loss or damage and provide a credit against the Purchase Price equal to the applicable deductible. 


 


12.
CONDEMNATION.


 


12.1   
Notice. If, prior to Closing, any Seller learns of any actual or threatened
taking in condemnation or by eminent domain (or a sale in lieu thereof) of any of the Real Property, Seller shall notify Purchaser promptly
thereof.


 


12.2   
Termination. Other than with respect to an Immaterial Taking (as hereinafter
defined), any actual or threatened taking or condemnation for any public or quasi-public purpose or use by any competent authority in
appropriate proceedings or by any right of eminent domain of any of the Real Property between the date of this Agreement and the Closing
Date shall, at Purchaser’s option, cause a termination of this Agreement. The election to terminate provided hereby shall be exercised
by Purchaser by written notice to the applicable Seller to that effect given within thirty (30) days following Purchaser’s
receipt of such Seller’s notice pursuant to Section 12.1 above. Upon delivery of such termination notice, both parties shall be
relieved of any further obligations hereunder except for the Surviving Obligations. If Purchaser shall not so elect to terminate this
Agreement, or in the event of an Immaterial Taking, Seller shall be relieved of all obligations under this Agreement with respect to the
portion of the Real Property so taken or condemned, but Purchaser shall be entitled to receive all proceeds of any such taking or condemnation,
and Seller agrees that it shall not make any adjustment or settlement of any such taking or condemnation proceeding without Purchaser’s
consent and shall take at Closing all action necessary to assign its entire interest in such award to Purchaser. Any taking or condemnation
for any public or quasi-public purpose or use that affects less than ten percent (10%) of the square footage of the Property and
that does not affect access, materially reduce parking or operational capacity, materially reduce the square footage of buildings and
other improvements that may be constructed on the Property, or reduce required utilities shall be deemed an “Immaterial Taking.”


 


13.
REMEDIES.


 


13.1
Buyer’s Default. If Purchaser shall breach this Agreement at or prior to the Closing, or if the
Closing fails to occur by reason of Purchaser’s failure or refusal to perform its obligations hereunder or by reason of Purchaser’s
inability to perform its obligations under this Agreement, then Seller shall so notify Purchaser in writing specifying the nature of the
breach. Purchaser shall have ten (10) days from the date of such notice to cure the breach. If Purchaser fails to cure said breach within
said ten (10) day period or otherwise resolve the matter to Seller’s reasonable satisfaction, then Seller’s sole right and
exclusive remedy will be to terminate this Agreement by giving written notice thereof to Buyer and then Seller may take the Deposits (under
this Agreement and the Asset Purchase Agreement) as liquidated damages in full settlement of all claims, remedies or causes of actions
against Buyer under this Agreement, including the remedy of specific performance and other forms of equitable relief. It is impossible
to estimate more precisely the damages which might be suffered by Seller upon Buyer’s default. Seller’s retention of the Deposit
is intended not as a penalty, but as full liquidated damages.


 






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13.2       
Seller Default. If any Seller shall breach this Agreement at or prior to the Closing, or if the Closing
fails to occur by reason of such Seller’s failure or refusal to perform its obligations hereunder or by reason of such Seller’s
inability to perform its obligations under this Agreement, then Purchaser shall so notify such Seller in writing specifying the nature
of the breach. Seller shall have ten (10) days from the date of such notice to cure the breach. If Seller fails to cure said breach within
said ten (10) day period or otherwise resolve the matter to Purchaser’s reasonable satisfaction, then Buyer may exercise any and
all rights and remedies available to it at law or in equity, including (i) an action in equity against Seller (pursuant to which Buyer
is not obligated to post a bond or prove special damages or irreparable injury) for the specific performance by Seller of the terms and
provisions of this Agreement; and (ii) the right to terminate this Agreement by giving written notice of such termination to Seller and
receive a full refund of the Deposit without prejudice to any of Buyer’s rights or remedies including an action for direct damages,
but not consequential damages.


 


14.
GENERAL PROVISIONS.


 


14.1   
Construction. As used in this Agreement, the singular shall include the plural
and any gender shall include all genders as the context requires and the following words and phrases shall have the following meanings:
(a) ”including” shall mean “including without limitation”; (b) ”provisions” shall mean “provisions,
terms, agreements, covenants and/or conditions”; (c) ”lien” shall mean “lien, charge, encumbrance, title
retention agreement, pledge, security interest, mortgage and/or deed of trust”; (d) ”obligation” shall mean “obligation,
duty, agreement, liability, covenant and/or condition”; (e) ”any of the Property” shall mean “the Property
or any part thereof or interest therein”; (f) ”any of the Property” shall mean “the Property or any part
thereof or interest therein”; (g) ”any of the Real Property” shall mean “the Real Property or any part thereof
or interest therein”; and (h) ”any of the Improvements” shall mean “the Improvements or any part thereof
or interest therein.”


 


14.2   
Brokers. Seller has engaged Bank of America Securities, LLC (“Broker”)
as the broker in this transaction, and Seller shall be solely responsible for any and all fees and commissions payable to Broker. Except
for Seller’s engagement of Broker and the fees payable by Seller thereto, Seller and Purchaser each hereby represent and warrant
to the other that their sole contact with the other or with the Real Property has been made without the assistance of any broker or other
third party and that no fees are payable to any broker or third party in connection with the consummation of the transactions contemplated
by this Agreement. Purchaser and Seller shall each indemnify, defend and hold the other party, each Affiliate of such party, and their
respective members, partners, venturers, directors, officers, stockholders, agents, employees, spouses, legal representatives, successors
and assigns, harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses (including,
without limitation, reasonable attorneys’ fees) resulting from the breach by the indemnifying party of the representation and warranty
set forth above in this Section 14.2 or for any action by such Party’s representative for payment or commissions. The mutual representations
and warranty contained in this Section 14.2 will survive the Closing.


 






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14.3   
Further Assurances. Each of the parties hereto undertakes and agrees to execute
and deliver such documents, writings and further assurances as may be reasonably required to carry out the intent and purposes of this
Agreement.


 


14.4   
Environmental Indemnity. Seller will indemnify, defend and hold Purchaser,
its Affiliates (as defined below) and their respective members, partners, venturers, stockholders, directors, officers, employees, spouses,
legal representatives, agents, successors and assigns (the “Purchaser Indemnified Parties”) harmless from and against
any and all claims, judgments, damages, penalties, fines, costs, liabilities, losses or expenses (including, without limitation, reasonable
attorneys’ fees and expenses) incurred by the Purchaser Indemnified Parties (collectively, “Losses”) arising
from or directly or indirectly relating to (1) any breach by Seller of the representations and warranties set forth under Section 5.5
(Environmental) of this Agreement and (2) any Hazardous Conditions that exist prior to and at the time of Closing caused by Seller or
any Affiliate of Seller (as that term is defined in the Asset Agreement), (collectively, the “Environmental Indemnity”).
The terms and conditions of this Section 14.4 shall survive Closing and acceptance by Purchaser of the Deeds to the Property.


 


14.5   
Entire Agreement. No change or modification of this Agreement shall be valid
unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement shall be valid unless
in writing and signed by the party against whom such waiver is sought to be enforced. This Agreement contains the entire agreement between
the parties relating to the purchase and sale of the Property. All prior negotiations between the parties are merged in this Agreement,
and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between
the parties other than as herein set forth. All exhibits and schedules mentioned in this Agreement shall be attached to this Agreement
and shall form an integral part hereof.


 


14.6   
Survival. The Seller’s representations and warranties under Section
5.5 (Environmental) and the environmental indemnity under Section 14.4 shall survive Closing and acceptance by Purchaser of the Deed to
the Property for a period of four (4) years.


 


14.7   
Dates. If any date set forth in this Agreement for the delivery of any document
or the happening of any event (such as, for example, the expiration of the Inspection Period or the Closing Date) should, under the terms
hereof, fall on a weekend or holiday, then such date shall be automatically extended to the next succeeding weekday that is not a holiday.


 


14.8   
Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Florida. Any litigation, action or proceeding arising out of or relating to this Agreement will be held
exclusively in any state or Federal court in Broward County, Florida. Each Party waives any objection which it might have now or hereafter
to the venue of any such litigation, action or proceeding, submits to the sole and exclusive jurisdiction of any such court and waives
any claim or defense of inconvenient forum. Each Party consents to service of process at such Party’s address as provided herein
(and updated in writing from time to time).


 






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14.9   
Notices. All notices, demands or other communications required or permitted
to be given hereunder shall be in writing, and any and all such items shall be deemed to have been duly delivered upon personal delivery;
or as of the date of acceptance or refusal of delivery after mailing by United States mail, certified, return receipt requested, postage
prepaid, addressed as follows; or as of the immediately following business day after deposit with Federal Express or a similar overnight
courier service, addressed as follows:


 


Notices to Sellers:


 


LMP Beckley RE KCC, LLC





500 East Broward Boulevard, Suite 1900





Fort Lauderdale, FL 33394





Attn: Sam Tawfik, Chief Executive Officer





Phone:





Email:


 


LMP Beckley RE BAM, LLC





500 East Broward Boulevard, Suite 1900





Fort Lauderdale, FL 33394





Attn: Sam Tawfik, Chief Executive Officer





Phone:





Email:


 


With copies to:


 


Greenberg Traurig, PA


777 South Flagler Drive, Suite 300E


West Palm Beach, FL 33401


Attention: Bruce C. Rosetto


Phone: (561) 650-7940


Email: rosettob@gtlaw.com


 


Notices to Purchaser:


 


BECKLEY AWV AM, LLC


Attn: Ali Ahmed


5875 NW 163rd Street


Suite 104


Miami Lakes, FL 33014


Email: Ali@dodgemiami.com


 


With copies to:


 


Greenspoon Marder LLP


Attn: David Weisman


200 East Broward Blvd.


Suite 1800


Fort Lauderdale, FL 33301


Email: David.Weisman@gmlaw.com


 


Greenspoon Marder LLP


Attn: Greg Blodig


200 East Broward Blvd.


Suite 1800


Fort Lauderdale, FL 33301


Email: Greg.Blodig@gmlaw.com


 


Any address fixed pursuant to the foregoing may be changed by the addressee
by notice given pursuant to this Section 14.9.


 






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14.10
Headings. The headings of Articles and Sections of this Agreement are for
purposes of convenience and reference and shall not be construed as modifying the Articles or Sections in which they appear.


 


14.11
Assignment. No Party may assign either this Agreement or any of its rights,
interests, or obligations hereunder without the prior written approval of Purchaser and Seller, as applicable; provided, however,
that Purchaser may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to an entity or entities
to be formed by Purchaser or an Affiliate of Purchaser (the “New Purchaser Entities”) and (ii) designate one or more
of its Affiliates or one or more New Purchaser Entities to perform its obligations hereunder, provided, however, that in either instance,
Purchaser shall remain jointly and severally liable with any such assignee for all of Purchaser’s obligations hereunder. “Affiliate”
as used herein shall have the meaning ascribed to it in the Asset Agreement.


 


14.12
Successors and Assigns. Subject to Section 14.11, this Agreement shall be
binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns.


 


14.13  
Attorneys’ Fees. If either party commences an action to enforce the
terms of, or resolve a dispute concerning, this Agreement, the prevailing party in such action shall be entitled to recover all costs
and expenses incurred by such party in connection therewith, including reasonable attorneys’ fees.


 


14.14
Counterparts. This Agreement may be executed in one or more counterparts,
any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one
and the same instrument. This Agreement may also be executed by facsimile or “PDF” counterparts. In the event facsimile or
“PDF” counterparts are used to execute this Agreement, Purchaser and Seller shall timely deliver to the other original counterparts
for their respective records.


 


14.15
Severability. If any provision of this Agreement is declared void or unenforceable
by a final judicial or administrative order, this Agreement shall continue in full force and effect, except that the void or unenforceable
provision shall be deemed deleted and replaced with a provision as similar in terms to such void or unenforceable provision as may be
possible and be valid and enforceable.


 






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14.16
Confidentiality. From and after the Effective Date, each party to this Agreement
shall, and shall cause its Affiliates (as defined in the Asset Agreement) and its or their respective representatives and agents, to hold,
in confidence any and all information, whether written or oral, concerning the transactions contemplated under this Agreement, except
(i) the disclosure that a transaction is occurring, but not any specific deal or economic terms, and (ii) to the extent that party can
show that such information (a) is generally available to and known by the public through no fault of the disclosing party, any of its
Affiliates or its or their respective representatives and agents; or (b) is lawfully acquired by the disclosing party, any of its Affiliates
or its or their respective representatives and agents from and after the Effective Date from sources which are not prohibited from disclosing
such information by a legal, contractual or fiduciary obligation. If any party or any of its Affiliates or their respective representatives
and agents are compelled to disclose any information by judicial or administrative process or by other requirements of Law (as defined
in the Asset Agreement), such party shall promptly notify the other party in writing and shall disclose only that portion of such information
which such disclosing party is advised by its counsel in writing is legally required to be disclosed, provided that such disclosing party
shall use commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment
will be accorded such information. 


 


14.17   Risk of
Loss. All risk of loss, damage or destruction of the Subject Property or any Improvement thereon by fire, act of God or other
casualty prior to the Closing shall be on Seller. Seller agrees to maintain existing fire and extended insurance coverage on the Improvements
to and through the date of the Closing. If the Improvements are damaged by fire, act of God, or other casualty before the Closing and
the same can be restored to substantially the same condition as now existing within a period of sixty (60) days following the Closing
Date set forth herein, Seller may restore the Improvements (at Seller’s expense) and the Closing shall be extended accordingly.
If Seller elects not to restore the Improvements within said period, Purchaser shall have the option of: (i) taking the Improvements
as is, together with Seller paying to Purchaser Seller’s deductible and assigning to Purchaser all rights under its insurance policies
and all insurance proceeds, if any, without reduction in Purchase Price; or (ii) cancelling this Agreement, in which event Escrow
Agent shall return the Deposit to Purchaser, together with all accrued interest thereon, this Agreement shall be terminated and the parties
released of any further liability hereunder, except as otherwise provided herein.


 


14.18   Waiver
of Trial by Jury. Seller and Purchaser hereby expressly covenant and agree to waive the right to trial by jury in connection
with any litigation or judicial proceeding relating to, directly or indirectly, or concerning this Agreement or the conduct, omission,
action, obligation, duty, right, benefit, privilege or liability of a party hereunder to the full extent permitted by law. This waiver
of right to trial by jury is separately given and is knowingly, intentionally and voluntarily made by Purchaser and Seller. The Purchaser
and Seller have had an opportunity to seek legal counsel concerning this waiver. This waiver is intended to and does encompass each instance
and each issue as to which the right to a jury trial would otherwise accrue. Purchaser and Seller further certify and represent to each
other that no party, representative, or agent of the Seller or Purchaser (including, but not limited to, their respective counsel) has
represented, expressly or otherwise to the Purchaser or Seller or to any agent or representative of Purchaser or Seller (including, but
not limited to, their respective counsel) that they will not seek to enforce this waiver of right to jury trial. This waiver shall apply
to this Agreement and any future amendments, supplements or modifications of this Agreement.


 


14.19  Radon Disclosure.
Radon is a naturally occurring radioactive gas that when it has accumulated in a building in sufficient quantities, may present health
risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings
in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. [Note: This
paragraph is provided for informational purposes pursuant to Section 404.056(8), Florida Statutes, (1988).




 


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IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the date first set forth above.


 


	 	

                    SELLER:

	 	 	 
	 	LMP BECKLEY RE KCC, LLC, a West Virginia limited liability company
	 	 	 
	 	By:	/s/ Sam Tawfik
	 	 	Sam Tawfik, Authorized Signatory
	 	 	 
	 	LMP BECKLEY RE BAM, LLC, a West Virginia

 limited liability company
	 	 	 
	 	By:	/s/ Sam Tawfik
	 	 	Sam Tawfik, Authorized Signatory
	 	 	 
	 	PURCHASER:
	 	 	 
	 	BECKLEY AWV AM, LLC, a Florida limited liability company
	 	 	 
	 	By:	/s/ Ali Ahmed
	 	Name:	Ali Ahmed
	 	Title:	Manager



 




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EXHIBIT
A


 


 


LEGAL DESCRIPTION OF THE PROPERTY


 


 


27