Common use of Section 5 Land Clause in Contracts

Section 5 Land. Seller understands and agrees that Buyer requires the density allocated to the Land located in Section 5 (the "Section 5 Land") in order to construct its intended development on the Property. Buyer agrees that, if Buyer is successful in transferring all of the density allocated by law to the Section 5 Land (67.5 units) for the benefit of the Land owned by Buyer in sections other than Section 5, then in such event and at such time as the transfer of density is completed in accordance with all legal requirements and in accordance with the provisions of this paragraph, Buyer will convey fee simple title to Seller (or its designee) to the Land located in Section 5, stripped of all density with respect thereto, originally purchased by Buyer from Seller pursuant to this Contract. In no event shall Buyer be required to convey the Section 5 Land to Seller pursuant to this paragraph if (i) such conveyance does or would in any way adversely impact the density or the allocation thereof for the Property as a whole, and/or (ii) if Buyer, for any reason, is not permitted by law or is unable to effectuate a transfer of the density allocated to the Section 5 Land (67.5 units) for the benefit of the remainder of the Property in a manner which is satisfactory to Buyer. If neither of the events described in subsections (i) or (ii) above occur, then and only at such time as the transfer of all of the density allocated to the Section 5 Land (67.5 units) has been completed in accordance with the terms of this paragraph to the satisfaction of Buyer, Buyer shall convey the Section 5 Land, stripped of all density, to Seller by Special Warranty Deed subject to all matters of record and matters of survey. Seller acknowledges and agrees that, if the Section 5 Land is conveyed to Seller in accordance with this paragraph, all density use rights with respect to the Section 5 Land will remain with, run with title to and be appurtenant to those portions of the Property not located in Section 5. Additionally, Seller, for itself, its designee and its and their successors and assigns, covenants and agrees (and shall affirm such covenant and agreement in a recordable document to be executed by Seller or its designee, as applicable, prior to Buyer’s execution and delivery of the Special Warranty Deed for the Section 5 Land) that Seller, or its designee as applicable, shall not take any action to use, develop or rezone the Section 5 Land and will not permit any other party to take any such actions, which actions will in any manner adversely affect the density allocated to the Property (excluding the Section 5 Land) or in any manner permit the construction of improvements on the Section 5 Land which would be competitive with Buyer’s improvements on its remaining Property. Seller shall be responsible for all legal fees and other costs and expenses incurred by Buyer in connection with the transfer of the Section 5 Land to Seller (or its designee) pursuant to this paragraph." 3. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of such counterparts shall together constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. This Amendment may be executed and delivered by fax (telecopier). 4. Except as expressly set forth herein, the Contract remains unmodified and unchanged and the parties hereto ratify and confirm the Contract, as amended hereby.

Section 5 Land. Seller understands and agrees that Buyer requires the density allocated to the Land located in Section 5 (the "Section 5 Land") in order to construct its intended development on the Property. Buyer agrees that, if Buyer is successful in transferring all of the density allocated by law to the Section 5 Land (67.5 units) for the benefit of the Land owned by Buyer in sections other than Section 5, then in such event and at such time as the transfer of density is completed in accordance with all legal requirements and in accordance with the provisions of this paragraph, Buyer will convey fee simple title to Seller (or its designee) to the Land located in Section 5, stripped of all density with respect thereto, originally purchased by Buyer from Seller pursuant to this Contract. In no event shall Buyer be required to convey the Section 5 Land to Seller pursuant to this paragraph if (i) such conveyance does or would in any way adversely impact the density or the allocation thereof for the Property as a whole, and/or (ii) if Buyerbuyer, for any reason, is not permitted by law or is unable to effectuate a transfer of the density allocated to the Section 5 Land (67.5 units) for the benefit of the remainder of the Property in a manner which is satisfactory to Buyer. If neither of the events described in subsections (i) or (ii) above occur, then and only at such time as the transfer of all of the density allocated to the Section 5 Land (67.5 units) has been completed in accordance with the terms of this paragraph to the satisfaction of Buyer, Buyer shall convey the Section 5 Land, stripped of all density, to Seller by Special Warranty Deed subject to all matters of record and matters of survey. Seller acknowledges and agrees that, if the Section 5 Land is conveyed to Seller in accordance with this paragraph, all density use rights with respect to the Section 5 Land will remain with, run with title to and be appurtenant to those portions of the Property not located in Section 5. Additionally, Seller, for itself, its designee and its and their successors and assigns, covenants and agrees (and shall affirm such covenant and agreement in a recordable document to be executed by Seller or its designee, as applicable, prior to Buyer’s execution and delivery of the Special Warranty Deed for the Section 5 Land) that Seller, or its designee as applicable, shall not take any action to use, develop or rezone the Section 5 Land and will not permit any other party to take any such actions, which actions will in any manner adversely affect the density allocated to the Property (excluding the Section 5 Land) or in any manner permit the construction of improvements on the Section 5 Land land which would be competitive with Buyer’s improvements on its remaining Property. Seller shall be responsible for all legal fees and other costs and expenses incurred by Buyer in connection with the transfer of the Section 5 Land to Seller (or its designee) pursuant to this paragraph." 3. This Amendment may be IN WITNESS WHEREOF, this Contract has been duly executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of such counterparts shall together constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. This Amendment may be executed and delivered by fax (telecopier). 4. Except as expressly set forth herein, the Contract remains unmodified and unchanged and the parties hereto ratify as of the day and confirm year set forth below. SELLER: ALICO-AGRI, LTD., a Florida limited partnership By: /S/ XXX XXXX XXXXXXX, III Name: Xxx Xxxx Xxxxxxx, III Title: Chairman of Board and CEO PURCHASER: XXXX-XX XXXXXX LTD., LLLP, a Georgia limited liability limited partnership By: Xxxx-Xxxxxx GP, LLC, a Georgia limited liability company By: /S/ XXXXXX X. XXXX, III Xxxxxx X. Xxxx, III, its sole member and manager Date: 8/29/03 Date: 8/29/03 Parcel being more particularly described in a Xxxxxx Xxxxxx Engineering firm survey dated August 26, 2003, signed by Xxxx X. Xxxxxx PSM. THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT FOR PURCHASE AND SALE (this "Amendment") is made and entered into as of the Contract5th day of December, as amended hereby2003 by and between XXXX-XX XXXXXX LTD., LLLP, a Georgia limited liability limited partnership ("Buyer") and ALICO-AGRI, LTD., a Florida limited partnership ("Seller").

Section 5 Land. Seller understands and agrees that Buyer requires the density allocated to the Land located in Section 5 (the "“Section 5 Land"”) in order to construct its intended development on the Property. Buyer agrees that, if Buyer is successful in transferring all of the density allocated by law to the Section 5 Land (67.5 units) for the benefit of the Land owned by Buyer in sections other than Section 5, then in such event and at such time as the transfer of density is completed in accordance with all legal requirements and in accordance with the provisions of this paragraph, Buyer will convey fee simple title to Seller (or its designee) to the Land located in Section 5, stripped of all density with respect thereto, originally purchased by Buyer from Seller pursuant to this Contract. In no event shall Buyer be required to convey the Section 5 Land to Seller pursuant to this paragraph if (i) such conveyance does or would in any way adversely impact the density or the allocation thereof for the Property as a whole, and/or (ii) if Buyerbuyer, for any reason, is not permitted by law or is unable to effectuate a transfer of the density allocated to the Section 5 Land (67.5 units) for the benefit of the remainder of the Property in a manner which is satisfactory to Buyer. If neither of the events described in subsections (i) or (ii) above occur, then and only at such time as the transfer of all of the density allocated to the Section 5 Land (67.5 units) has been completed in accordance with the terms of this paragraph to the satisfaction of Buyer, Buyer shall convey the Section 5 Land, stripped of all density, to Seller by Special Warranty Deed subject to all matters of record and matters of survey. Seller acknowledges and agrees that, if the Section 5 Land is conveyed to Seller in accordance with this paragraph, all density use rights with respect to the Section 5 Land will remain with, run with title to and be appurtenant to those portions of the Property not located in Section 5. Additionally, Seller, for itself, its designee and its and their successors and assigns, covenants and agrees (and shall affirm such covenant and agreement in a recordable document to be executed by Seller or its designee, as applicable, prior to Buyer’s execution and delivery of the Special Warranty Deed for the Section 5 Land) that Seller, or its designee as applicable, shall not take any action to use, develop or rezone the Section 5 Land and will not permit any other party to take any such actions, which actions will in any manner adversely affect the density allocated to the Property (excluding the Section 5 Land) or in any manner permit the construction of improvements on the Section 5 Land land which would be competitive with Buyer’s improvements on its remaining Property. Seller shall be responsible for all legal fees and other costs and expenses incurred by Buyer in connection with the transfer of the Section 5 Land to Seller (or its designee) pursuant to this paragraph." 3. This Amendment may be IN WITNESS WHEREOF, this Contract has been duly executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of such counterparts shall together constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. This Amendment may be executed and delivered by fax (telecopier). 4. Except as expressly set forth herein, the Contract remains unmodified and unchanged and the parties hereto ratify as of the day and confirm year set forth below. SELLER: ALICO-AGRI, LTD., a Florida limited partnership By: /S/ XXX XXXX XXXXXXX, III Name: Xxx Xxxx Xxxxxxx, III Title: Chairman of Board and CEO PURCHASER: XXXX-XX XXXXXX LTD., LLLP, a Georgia limited liability limited partnership By: Xxxx-Xxxxxx GP, LLC, a Georgia limited liability company By: /S/ XXXXXX X. XXXX, III Xxxxxx X. Xxxx, III, its sole member and manager Date: 8/29/03 Date: 8/29/03 Parcel being more particularly described in a Xxxxxx Xxxxxx Engineering firm survey dated August 26, 2003, signed by Xxxx X. Xxxxxx PSM. THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT FOR PURCHASE AND SALE (this "Amendment") is made and entered into as of the Contract5th day of December, as amended hereby2003 by and between XXXX-XX XXXXXX LTD., LLLP, a Georgia limited liability limited partnership ("Buyer") and ALICO-AGRI, LTD., a Florida limited partnership (“Seller").

Section 5 Land. Seller understands and agrees that Buyer requires the density allocated to the Land located in Section 5 (the "“Section 5 Land"”) in order to construct its intended development on the Property. Buyer agrees that, if Buyer is successful in transferring all of the density allocated by law to the Section 5 Land (67.5 units) for the benefit of the Land owned by Buyer in sections other than Section 5, then in such event and at such time as the transfer of density is completed in accordance with all legal requirements and in accordance with the provisions of this paragraph, Buyer will convey fee simple title to Seller (or its designee) to the Land located in Section 5, stripped of all density with respect thereto, originally purchased by Buyer from Seller pursuant to this Contract. In no event shall Buyer be required to convey the Section 5 Land to Seller pursuant to this paragraph if (i) such conveyance does or would in any way adversely impact the density or the allocation thereof for the Property as a whole, and/or (ii) if Buyer, for any reason, is not permitted by law or is unable to effectuate a transfer of the density allocated to the Section 5 Land (67.5 units) for the benefit of the remainder of the Property in a manner which is satisfactory to Buyer. If neither of the events described in subsections (i) or (ii) above occur, then and only at such time as the transfer of all of the density allocated to the Section 5 Land (67.5 units) has been completed in accordance with the terms of this paragraph to the satisfaction of Buyer, Buyer shall convey the Section 5 Land, stripped of all density, to Seller by Special Warranty Deed subject to all matters of record and matters of survey. Seller acknowledges and agrees that, if the Section 5 Land is conveyed to Seller in accordance with this paragraph, all density use rights with respect to the Section 5 Land will remain with, run with title to and be appurtenant to those portions of the Property not located in Section 5. Additionally, Seller, for itself, its designee and its and their successors and assigns, covenants and agrees (and shall affirm such covenant and agreement in a recordable document to be executed by Seller or its designee, as applicable, prior to Buyer’s execution and delivery of the Special Warranty Deed for the Section 5 Land) that Seller, or its designee as applicable, shall not take any action to use, develop or rezone the Section 5 Land and will not permit any other party to take any such actions, which actions will in any manner adversely affect the density allocated to the Property (excluding the Section 5 Land) or in any manner permit the construction of improvements on the Section 5 Land which would be competitive with Buyer’s improvements on its remaining Property. Seller shall be responsible for all legal fees and other costs and expenses incurred by Buyer in connection with the transfer of the Section 5 Land to Seller (or its designee) pursuant to this paragraph."” 3. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of such counterparts shall together constitute one and the same instrument. This Amendment shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. This Amendment may be executed and delivered by fax (telecopier). 4. Except as expressly set forth herein, the Contract remains unmodified and unchanged and the parties hereto ratify and confirm the Contract, as amended hereby.