Ermelita T. Rubiato

THIS AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT is made this day of September 16, 2020, between (collectively the “Seller”), and Neel, a Tennessee General Partnership, or their designee (the “Purchaser’). WHEREAS, Sellers have agreed to sell and Purchaser has agreed to purchase the Property (as hereinafter defined); NOW, THEREFORE, in consideration of the agreements contained herein and good and valuable consideration, the receipt md sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Property Sellers agree to sell and Purchaser agrees to purchase from Sellers certain real property in the Marshall County, Mississippi comprising approximately acres, as more particularly described on Exhibit “A” hereto and incorporated by reference herein, together with all improvements located thereon and all rights, hereditaments and appurtenances thereto belonging (collectively, the "Property"). 2.Earnest Money. Upon the execution of this Agreement, Purchaser shall deposit with Attorney Law Firm (“Escrow Agent”) Purchaser’s check in amount of Ten Thousand Dollars ($10,000.00) as earnest money. Such earnest money shall be refundable as set forth herein or to the Purchase Price of the Property at Closing. 3.Purchase Price. The purchase price (the “Purchase Price") of the Property shall be Two Hundred Fifty Thousand Dollars ($250,000.00). At the closing, all Earnest Money shall be applied to the Purchase Price, and the balance of the Purchase Price shall be paid by Purchaser. 4.Inspection Period; Refund of Earnest Money. Purchaser shall have thirty days (30 days) from the date of execution hereof by Sellers ("Inspection Period') to make such determinations with respect to the Property as Purchaser deems appropriate and to elect to cither continue or terminate this Agreement, If the Purchaser elects not to continue Agreement, the Purchaser shall give Seller written notice of termination on or the thirtieth (30th ) day Expiration Date”) after the date of execution hereof Sellers, Purchaser earnest money Shall be returned to it less $ 100 to be paid to the Sellers as a binding consideration for this Agreement, and neither party shall have any further obligation to the other with respect to the sale and purchase of the Property. If Purchaser does elect to continue this Agreement as aforesaid, then no further action shall be required of Purchaser, Once Purchaser elects to have this continue in effect as set forth above, no earne8t money deposited with Escrow Agent shall be refundable to Purchaser any circumstances except as expressly provided herein. 5. Cost and Proration’s. Purchase and Sellers agree to pay the cost as follows: 5.1 Purchaser shall pay for all transfer taxes and recording applicable to the deed of the cost of the survey required pursuant to Section 8 hereof, and title insurance for the Property. Sellers shall pay for preparation of the deed of transfer and the costs of production of the title abstract. Each party shall pay their own attorney's fees. 5.2 Ad valorem property taxes for the year in which the Closing occurs and all other unpaid assessments with respect thereto shall be prorated as of the Closing Date as defined in Section 7. In the event such proration is based upon a previous year’s taxes or assessment, after Closing, at such time as any of the taxes or assessments are capable of exact determination, the party haying the information permitting the exact determination, the parties will re-prorate the taxes and make reimbursements accordingly. Any rollback taxes assessed relative to Property for periods prior to Closing (regardless of when assessed) shall be the sole responsibility of Sellers, and Sellers shall execute a memorandum at Closing confirming the same. 6.Conditions Precedent to Purchaser’s Obligations Seller acknowledge that as a condition precedent to Purchaser’s obligation hereunder, the following shall occur on or before the Closing Date, any of which conditions may be waived by Purchaser in its sole direction: 6.1Sellers' representation and warranties herein shall be true and correct on the Closing date with the same e force and effect as if made on such date. 6.2 Sellers shall provide all cooperation reasonably requested by in connection with obtaining information and approvals from neighboring landowners or government entitie8 for development of the Property, (but at no additional expense to Sellers). 7. Closing.Subject to preconditions set forth herein, the closing or settlement ("Closing") of the transaction contemplated hereby, unle88 terminated in accordance with Section 4, or as otherwise agreed upon by Purchaser and Seller8, 8hall be held within thirty (30Fays of Inspection Period Expiration Date, or on such day as the parties may mutually agree (such date shall be referred to herein as the “Closing Date"). At Closing, Seller shall convey to Purchaser good, marketable and insurable title to the Property by general warranty deed, subject only to exceptions for real property taxes not yet due and payable (the "Permitted Exceptions"). 8.Survey Other Matters. Within thirty (30) days of the date of execution Sellers, Purchaser, shall procedure at its expense, its expense, shall have an exact boundary survey completed with the exact metes and bounds and aggregate acreage of the Property (“Survey”) and shall deliver the Survey to the Sellers. After the Survey sha11 been completed, the description of the Property shall automatically be amended to conform to the description based on the said Survey, and thereafter, the new legal description shall be the legal description of the Property for all purposes relating to thig Agreement. 9. Title. Within thirty (30) days of date of execution hereof by the Sellers, Purchaser shall procure a title commitment in the amount of the Purchase Price covering the Property by a Tide Company selected by Purchaser (the “Title Commitment”) and furnish a copy thereof to Sellers along with any objection to any defects to title shown on the Title Commitment or Survey. If Purchaser gives Seller along with valid notice objection to any title defect, Seller sha1l then cure or satisfy objections (or commence to cure or satisfy such objections as long as Sellers reasonably believes such objections may be cured or satisfied prior to Closing) within (15) day8 after receipt of the notice. If any objection is not satisfied by Sellers by the date of Closing, Purchaser ah2tl have the right to terminate thig Agreement, in which case the earnest money shall be returned to Purchaser less $100 to be paid to the ay a binding consideration for this Agreement, and neither party shall have any further obligation to the other with respect to the sale and purchase of the Property. If Sellers cure or satisfy the objections, then this Agreement shall continue in effect. Any exception to or defect in title which Purchaser shall elect to waive. or which is otherwise acceptable to Purchaser, shall be deemed an additional Permitted Exception to title at Closing. Sellers covenants and agrees not to alter or encumber in any way Sellers's title to the Property after the date hereof 10. Sellers' Representation and Warranties. As of the date hereof and as of the Closing Date, Sellers represent, warrant and covenant to Purchaser that: A.The Sellers have not received any notice, nor are the Sellers aware, of any violation of any ordinance, regulation, law, statute, rule or restriction relating to the Property. B.The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and the compliance with the term and wilt not conflict with or (with or without notice or the passage of time or both) result in a breach of any of the terms or provisions or constitute a default under, any indenture, mortgage, loan agreement or to which the Sellers are parties or by which the Sellers or the Property is bound (and no such default or breach currently exists), any applicable regulation or any judgment, order or degree of any court having jurisdiction over the Sellers or the Property. C.Thig Agreement has been duly authorized by Sellers and is 8iV1ed by Sellers' officers, agent or representative, and no other signatures or approvals are required to make this Agreement fully enforceable by the Purchaser with respect to the Sellers or the Property, D. The Seller and will convey to the Purchaser good, marketable and indefeasible title in fee simple to the Property free and clear of outstanding mineral rights and reservations and oil, gag or mineral leases and or other liens. claims, encumbrances of any kind and subject only to the Permitted Exception. E.Other than the year to year agricultural lease, there are and will be no options, purchasae contracts, leases or other agreements of any kind or nature, written or oral, where under or whereby any party has or could claim or assert any right, title or interest in and to the Property or any part thereof. F.To the best of Sellers' knowledge, no portion of the property has been utilized as a toxic chemical waste depository, or as a depository for any other hazardous waste or asbestos, or any other wastes or materials that or may become, to be hazardous materials, or otherwise unlawful, pursuant to any federal, 6tate or local law, rule, regulation or ordinance ("Environmental Laws"). Sellers hereby indemnify and bold harmless Purchaser from and against any and all loss, expense (including without limitation reasonable attorney fees), liability, cost, claim, demand, action, cause of action and suit arising out of or in any way to any of any representation, warranty, covenant or agreement of Sellers in this Agreement. Without limiting the generality of the foregoing, Sellers' indemnity hereunder includes any and all losses, liabilities, damages, injuries, costs, liens, expenses and claims of every and any kind whatever paid, incurred or suffered by, or asserted against Purchaser or heirs and assigns, with respect to, or as a result of the existence of hazardous materials on the Property , or any other conditions deemed to violate any Environmental Laws in existence on the Property, on or prior to the Closing, even though the loss, liability, damage, cost , lien, expense or claim may arise after Closing. 11.Broker. Purchaser and Seller each represent and warrant to tbc other that such party has not incurred an obligation to any broker or agent in with the transaction contemplated hereby. Each party hereby covenants and agrees to defend, indemnify and hold harmless the order party against and from any and all loss, expense, liability, cost, claim demand, damage, action, cause of action and suit arising out of or in any manner relating to the alleged employment or use by such party of any real estate broker or agent in connection with this transaction. The provisions of this Section11 shall survive the Closing of this transaction. 12.Survey and Inspection. Purchaser and Purchaser's agents, employees and independent contractors shall have the right and privilege to enter upon the Property during the Inspection Period to survey and inspect the Property and to conduct soil borings, toxic waste and other geological, engineering or landscaping tests or studies, all at Purchaser’s sole cost and expense. Purchaser hereby and agrees to indemnify and hold harmless Seller from any and all loss, liability, cost, claim, demand, damage, action, cause of action and suit arising out of or in any manner related to the exercise by Purchaser of Purchaser's rights under this section; provided, that Purchaser does not indemnify Seller against any condition or state of facts relating to the Property merely discovered by Purchaser in the course of its investigations and inspections. 13.Condtion of Property. Subsequent to the date of execution hereof by Sellers and prior to Closing, Sellers shall maintain the Property in accordance with its past practices and ordinary maintenance, but shall not be required to provide any extraordinary maintenance. 14. Notice. Each notice required or permitted to be given hereunder shall be sent by hand delivery, or by certified mail with return receipt request and adequate postage prepaid, addressed to the appropriate party (and marked to a particular individual’s attention) as hereinafter and shall be deemed effective upon such delivery or, in the case of notice sent by the mails, upon deposit in the U.S. mail, correctly addressed, with adequate prepaid postage affixed thereto. Rejection or other refusal by the addressee to accept shall be deemed to be receipt of the notice sent. 15. Remidies. If this fails to close by reason of Purchaser's wrongful failure to perform its obligations under this Agreement, the earnest money shall be retained by Sellers as liquidated damages, the parties hereby acknowledging that Sellers' actual damages in such would be difficult, if not impossible to, determine. Sellers expressly acknowledge and agree that retention of the money as provided for herein shall be Sellers’ sole and exclusive remedy in the event of Purchaser's failure to perform its obligations hereunder. If this transaction fails to of close of any reason other than Purchaser’s wrongful failure to perform his obligations hereunder, the earnest money shall promptly be refunded to Purchaser. In the event Sellers fail or refuse to convey the Property in accordance with the terms hereof or otherwise fails to perform its obligation hereunder, Purchaser shall have the right to refund of all earnest money, the right to recover Purchaser's out of pocket third party expenses in connection with the contemplated by this Agreement (Including without limitation legal, survey, title, environmental, and financing fees expenses) and specific performance. 16. Time of Essence. Time is of the essence of this Agreement. 17. Possesion. Sellers shall deliver actual possession of the Property at Closing, 18. Applicable Law. This Agreement shall be constructed and interrupted in accordance with the laws of the State of Tennessee. 19. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted as the cage may be and Purchaser shall have the right to assign his right hereunder. 20. Surviving Clauses. The provision of this Agreement relating to tax proration’s after Closing, Purchaser’s indemnification with respect to entering upon the Property prior to Closing, Sellers’ representations, covenants, warranties and indemnity agreement in Section 10, Sellers's covenant not to encumber the Property subsequent to the date hereof, the mutual covenants of Sellers and Purchaser to indemnify each other, as the case may be as set forth in Section 11, shall survive any Closing pursuant to this Agreement and shall not be merged with any other document or agreement. Except as set forth in the preceding sentence or as otherwise expressly get forth herein, no other provision of this Agreement shall survive the Closing of this transaction. 21.Time Limit of Offer. This Agreement of Purchase and Sate shall terminate if not executed by all parties prior to noon on Wednesday, September 30, 2020.