Common use of Seller Clause in Contracts

Seller. Seller hereby represents and warrants to Buyer that the following are true and correct as of the Effective Date and shall be true and correct at the time of Closing: i. Seller is a limited partnership duly organized and validly existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. As of the date of this Agreement, Seller hereby represents and warrants to Buyer that Purchaser as follows: 1. Seller is the following are true sole owner of and correct as has good title to the Accounts to be Sold free and clear of all liens, encumbrances or adverse claims of any kind or character and is not subject to any offset, counterclaim or defense of any kind; 2. Each of the Effective Date and shall Accounts to be true and correct at the time of Closing: i. Seller is Sold represents a limited partnership duly organized and validly existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller a bona fide Cardholder, enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws delivered to Purchaser all documents and records necessary to enable Purchaser to legally enforce all terms of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last yearAccounts to be Sold; iv3. There are no currently ongoing or, The Accounts to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Propertybe Sold, or any part a substantial portion thereof, are not subject to or bound by any agreement between Seller and there are no currently ongoing or, to Seller’s knowledge, pending litigation a governmental agency or court of law or other legal party with authority over Seller that may impair Purchaser’s full ownership and administrative rights or administrative claims affecting Seller and/or the Property, and create additional responsibilities for Purchaser with respect to such Accounts; 4. Seller has not received notice of previously assigned the Accounts to be Sold and has no contractual or other obligation to sell or otherwise transfer the Accounts or the indebtedness thereunder to any other party; 5. Each of the foregoing.Accounts to be Sold, and all documents provided to Cardholders in connection with the Accounts, are legal and enforceable in accordance with their terms, and comply with all applicable Requirements of Law; v. To Seller’s knowledge, as of 6. All information provided to Purchaser by Seller with respect to the Effective Date Accounts to be Sold (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession information concerning the overall quality and aging of the Property (except as noted in the Title Documents or as required Accounts to develop the Lots be Sold and to obtain Final Plat): (C) Other than Buyer hereunderinformation concerning rewards programs, Seller has not granted any option, contractAccount terms, or other product features or benefits) was true and correct on the date furnished, and Seller has no updated information which would make any previously provided information materially misleading or incorrect or which would make the Accounts to be Sold materially less valuable than they would appear to be on Seller’s records; and 7. No Account to be Sold contains one or more Account terms that cannot be changed by Purchaser or otherwise limits Purchaser’s ability to change the terms of the Account in the manner and timing established by Purchaser related to such Accounts, or is subject to an agreement with respect to the purchase ofa third party, sale ofincluding, or any interest in or to the Property or any portion thereof or any interest thereinwithout limitation, except for any backup offers permitted under this Agreement, if anya third party providing Account Benefits, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxxlimit Purchaser’s ability to construct single family residences on change the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue terms of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed Account in the Existing Documents or in any environmental site assessment report obtained manner and timing established by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqPurchaser.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. (i) The Seller hereby represents has full legal capacity to execute and warrants to Buyer that the following are true and correct as of the Effective Date and shall be true and correct at the time of Closing: i. Seller is a limited partnership duly organized and validly existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and has the requisite power and authority to enter into deliver this Agreement and perform its obligations hereunder; ii. The execution the Transaction Documents to be executed and delivery of this Agreement delivered by the Seller and to perform the performance by Seller of its Seller’s obligations under this Agreement have been duly and validly authorized by all necessary action on the part such Transaction Documents. The Seller’s execution, delivery and performance of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and the Transaction Documents to bind which the Seller is a party and the consummation of the transactions contemplated by this Agreement and such Transaction Documents by the Seller (i) are within the powers and authority of the Seller and (ii) do not (A) require any action by or in respect of, or filing with, any Governmental Authority or any other Person, including the receipt by the Seller or the Company of any Governmental Approval or other Consent, or (B) contravene, violate or constitute, whether with or without the passage of time or the giving of notice or both, a breach or default under, any Law applicable to the Seller or any Contract to which the Seller or any of the Seller; ’s properties is bound or subject. (ii) This Agreement and this Agreement constitutes a each of the Transaction Documents entered into by the Seller are the legal, valid and binding obligation obligations of Seller the Seller, enforceable against the Seller in accordance with its their respective terms;. (iii) The Seller is the record and beneficial owner of one hundred (100%) percent of all the issued and outstanding shares of Common Stock of the Company, free and clear of all Liens, other than Liens set forth on Schedule 3.1 which will be discharged at Closing upon the Purchaser’s payment of the Purchase Price. Upon the Seller’s transfer of the Shares to the Purchaser pursuant to this Agreement, the Purchaser’s issuance of the Rollover Shares and Additional Rollover Shares in accordance with this Agreement and Plan Documents, and the consummation of the transaction contemplated by this Agreement, the Purchaser will acquire good title to the Shares, free and clear of all Liens. (iv) There are is no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledgeKnowledge, threatened against Seller or the PropertyLitigation, and Seller has not filed, voluntarily no Order entered (A) imposing or involuntarily, for bankruptcy relief within seeking to impose limitations on the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending ability to hold or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice exercise full rights of ownership of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; Purchased Shares (B) No party has been granted restraining or obtained any licenseenjoining or prohibiting or seeking to restrain, lease, easement enjoin or other right relating to use or possession of prohibit the Property (except as noted in Seller from consummating the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under transactions contemplated by this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer Agreement or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument Transaction Documents to which the Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqparty.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents covenants and warrants to agrees with Buyer that the following are true and correct as of the Effective Date and shall be true and correct at the time of Closingfollows: i. Seller is a limited partnership duly organized and validly existing under (a) Prior to the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion expiration of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunderApproval Period, Seller has not granted any option, contract, or other agreement shall provide Buyer with respect to updated lists of Leases and Contracts. After the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, Seller shall not execute any additional lease or any contract affecting the consummation Real Property or amend, modify, renew, extend or terminate any of the transaction herein contemplatedLeases, and the compliance with Contracts or the Permits in any material respect without the prior approval of Buyer, which approval shall not be unreasonably withheld, provided that Seller will not be obligated to obtain Buyer’s written approval (i) if Seller is contractually obligated to take such action under the terms of any such Lease, Contract or Permit or (ii) to enter into any new Lease or amendment to Lease currently under negotiation as described on Schedule 9 attached hereto provided that such new Lease or amendment to Lease is entered into on substantially the terms described on Schedule 9. Between the date of this Agreement will not conflict and the Closing Date, Seller shall manage, operate, maintain and repair the Real Property and the Personal Property in the ordinary course of business in accordance with orsound property management practice, keep the Real Property and the Personal Property in good repair and working order and sound condition, promptly give Buyer copies of written notices received by Seller asserting any material breach or default under the Leases or the Contracts or any material violation of the Permits or any covenants, conditions, restrictions, laws, statutes, rules, regulations or ordinances applicable to the Real Property or the Personal Property, and perform when due Seller’s obligations under the Leases, the Contracts and the Permits in accordance with the Leases, the Contracts and the Permits and all applicable laws. Between the date of this Agreement and the Closing Date, Seller shall keep or cause to be kept in force property insurance covering all buildings, structures, improvements, machinery, fixtures and equipment included in the Real Property insuring against risks of physical loss or damage, subject to standard exclusions, with such policy limits as Seller determines is prudent in the exercise of sound property management practices. (b) Seller shall indemnify Buyer for, and defend Buyer against, and hold Buyer harmless from all actions, claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or without notice incurred by Buyer if any representation or warranty made by Seller in section 5.1 hereof or in Seller’s Closing Certificate was untrue or incorrect in any material respect when made or that may be caused by any breach by Seller of any such representation or warranty. Notwithstanding the passage foregoing, Buyer shall not have the right to enforce any claim, nor shall Seller be liable in any way to Buyer, for a breach of time a representation or bothwarranty of Seller if the breach in question results from or is based on a condition, result in state of facts or other matter of which Buyer had actual knowledge prior to the Closing (which for purposes hereof will mean the actual knowledge of Xxxx X. Xxxxxxxxxxx). Furthermore, Seller shall have no liability to Buyer for a breach of any representation or warranty made by Seller under section 5.1 hereof or in Seller’s Closing Certificate unless written notice containing a description of the terms or provisions of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree specific nature of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable such breach has been given by Buyer to Seller and Buyer shall have commenced an action against Seller; xii. Except as disclosed in Seller with respect to such breach prior to the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least date that is thirty (30) days prior to after the expiration of the Inspection Survival Period. Furthermore, no claim for breach of any representation or warranty of Seller has made shall be actionable or payable unless the valid claims for all such breaches collectively aggregate more than Four Hundred Thousand Dollars ($400,000), in which event the full amount of such claims shall be actionable. In no commitments event shall the aggregate liability of Seller to Buyer by reason of a breach of one or more of Seller’s representations exceed the sum of Three Million Dollars ($3,000,000). (c) Seller shall use commercially reasonable efforts (but shall not be obligated to compensate any Governmental Authorities or any adjoining or surrounding property owner, which would tenants in any way be binding on Buyer or would interfere with Bxxxx’s ability connection therewith) to construct single family residences on obtain an estoppel certificate (the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, “Tenant Estoppel Certificate”) executed by virtue each tenant under each of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property Leases that is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is either: (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under substantially in the laws or regulations form of the State of TexasExhibit F-1 attached hereto, (ii) petroleumsubstantially in the form required by the Lease for such tenant, or (iii) asbestosfor governmental entities, is in the form provided by such governmental entity and to deliver each Tenant Estoppel Certificate to Buyer before the Closing Date. For the avoidance of doubt, if the tenant in question marks up or amends the form or substance of the estoppel certificate provided by the landlord such that (ivi) per- and polyfluoroalkyl substances it is inconsistent with the applicable Lease or (PFASii) which are it discloses a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS)material default under the Lease or identifies a potential claim against the landlord, (v) designated such document shall not qualify as a hazardous waste pursuant to Tenant Estoppel Certificate for purposes of satisfying the provisions of Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”7.2(d). xv. At (d) If the Closing, all Development Plans for purchase and sale of the applicable Section have been prepared Property is completed in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closingthis Agreement, Seller has completed shall pay the Development Work except for the Post Completion Work commission due Broker in accordance with the Development Plans separate written agreement between Seller and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellingsBroker.

Seller. The obligations of Seller hereby represents and warrants under this Agreement are subject to Buyer that the following are true and correct as satisfaction of all of the Effective Date conditions set forth in this section 7.1. Seller may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Seller of any of its rights or remedies if Buyer defaults in the performance of any covenant or agreement to be performed by Buyer under this Agreement or if Buyer breaches any representation or warranty made by Buyer in section 5.2 hereof or in Buyer’s Closing Certificate. If any condition set forth in this section 7.1 is not fully satisfied or waived in writing by Seller, this Agreement shall terminate, but without releasing Buyer from liability if Buyer defaults in the performance of any such covenant or agreement to be performed by Buyer or if Buyer breaches any such representation or warranty made by Buyer before such termination. (a) On the Closing Date, Buyer shall not be materially in default in the performance of any material covenant to be performed by Buyer under this Agreement; provided, however, prior to any termination pursuant to this paragraph, Seller shall provide Buyer with written notice of such default and Buyer shall have one (1) business day to cure such default. (b) On the Closing Date, all representations and warranties made by Buyer in section 5.2 hereof shall be true and correct at the time of Closing: i. Seller is a limited partnership duly organized in all material respects as if made on and validly existing under the laws as of the State of Texas, is in good standing Closing Date and authorized to transact business Seller shall have received a Buyer’s Closing Certificate (“Buyer’s Closing Certificate”) in the State form of TexasExhibit G attached hereto, certifying to Seller that all of Buyer’s representations and has warranties are materially true and correct on and as of the requisite power and authority Closing Date, with only such exceptions (other than material adverse exceptions) as are necessary to enter into reflect facts or circumstances arising between the date of this Agreement and perform its obligations hereunder;the Closing Date that would make any such representation or warranty untrue or incorrect on and as of the Closing Date. ii. The execution and delivery of this Agreement (c) On the Closing Date, no judicial or administrative suit, action, investigation, inquiry or other proceeding by Seller and the performance by Seller of its obligations under this Agreement any person shall have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable instituted against Seller in accordance with its terms; iii. There are no attachments, executions, that challenges the validity or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice legality of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under transactions contemplated by this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents and warrants to Buyer that the following are true and correct as of the Effective Date and shall be true and correct at the time of Closing: i. Seller is a limited partnership duly organized and validly existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents and warrants to Buyer that the following are true to, and correct as of the Effective Date and shall be true and correct at the time of Closingcovenants with, Purchaser that: i. (1) Seller is a limited partnership Delaware corporation, has been duly organized and organized, is validly existing under the laws of the State of Texasexisting, is in good standing in the state in which it was formed, and authorized is qualified to transact do business in the State of Texas, and state in which the Real Property is located. Seller has the requisite full right, power and authority and has obtained any and all consents required to enter into this Agreement and perform its obligations hereunder; iito consummate or cause to be consummated the transactions contemplated hereby. The execution This Agreement has been, and delivery all of this Agreement the documents to be delivered by Seller at the Closing will be, authorized and duly executed and delivered by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Sellerconstitute, or will constitute, as appropriate, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its their terms;. iii(2) There is no agreement to which Seller is a party or that is binding on Seller which is in conflict with this Agreement. There are is no attachments, executions, action or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws proceeding pending or, to Seller’s knowledge, threatened against Seller or relating to the Property, and which challenges or impairs Seller’s ability to execute or perform its obligations under this Agreement or against or with respect to the Property. Seller has not filedcommitted or obligated itself in any manner whatsoever to sell, voluntarily lease or involuntarilyencumber the Property or any interest therein to any other party, for bankruptcy relief within except as provided in the last year Leases with respect to the lease of space in the Improvements. No rights of first offer or rights of first refusal regarding the Property exist under the laws organizational documents of Seller or under any agreement by which Seller or the Property is or may be bound or affected. (3) All bills and other payments due with respect to the ownership, operation, and maintenance of the United States Bankruptcy Code, nor has any petition for bankruptcy Property have been paid or receivership been filed against Seller within will be paid prior to Closing in the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice ordinary course of any of the foregoingbusiness. v. To Seller’s knowledge, as of (4) From the Effective Date (except as expressly set forth in until the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): Date, Seller shall: (A) There are no parties in possession of any portion of maintain and operate the Property including, but not limited to, in substantially the same manner as lessees, tenants at sufferance, or trespassersSeller has heretofore done; (B) No party has been granted continue all Property Agreements and insurance policies or obtained contracts relative to the Property in full force and effect and neither cancel, amend, nor renew any license, lease, easement or other right relating to use or possession of the Property (except as noted same other than in the Title Documents or as required to develop the Lots and to obtain Final Plat): ordinary course of Seller’s business; (C) Other than Buyer hereunder, Seller has not granted commit or permit to be committed any option, contract, or other agreement with respect physical waste to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following ClosingProperty; and (D) There are no other restrictions not, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or burdens on delayed by Purchaser prior to the Property created expiration of the Inspection Period and which consent shall be deemed given by or under any Purchaser if within five days after Seller’s request Seller does not receive written notice from Purchaser disapproving such agreement, instrumentinstrument or action), judicial decree, court order or otherwise; vi. Seller has not received notice of enter into any default under any note, deed of trust Lease or other agreement or instrument related to or encumbering take any action that would encumber the Property after Closing, that has not been curedwould bind Purchaser or the Property after Closing, or that would be outside the normal scope of maintaining and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering operating the Property;. vii. To Seller’s knowledge(5) The Documents and all other documents delivered by Seller to Purchaser pursuant to this Agreement are and shall be true and complete in all material respects and, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither knowledge, the Information and any other information contained therein is and shall be true and complete in all material respects. (6) Seller nor is not aware of, and has not received, any notices from any insurance companies, governmental agencies or authorities or from any other parties (A) of any conditions, defects or inadequacies with respect to the Property is (including health hazards or dangers, nuisance or waste), which, if not corrected, would result in termination of insurance coverage or increase its costs therefor, (B) with respect to any violation of any applicable zoning, building, health, environmental, traffic, flood control, fire safety, handicap or other law, code, ordinance, regulationrule or regulation (collectively, lawthe “Legal Requirements”), (C) of any pending or threatened condemnation proceeding with respect to the Property, or statute (D) of any Governmental Authorities, ix. The execution and delivery of this Agreementproceedings which could cause the change, the consummation redefinition or other modification of the transaction herein contemplated, and zoning classification of the compliance with terms of this Agreement will not conflict with or, with or without notice or the passage of time or both, result in a breach Property. Seller shall immediately notify Purchaser of any violations or conditions of the terms or provisions of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party receives notice (whether written or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property;oral). x. (7) To Seller’s knowledge, Seller has no obligation to any, governmental or quasi-governmental entities or any other person or entity which commitment relates to the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, would survive Closing and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as be a binding obligation of the Effective Date) Purchaser thereafter, in each case to pay or (2) the Permitted Exceptions (as of the applicable Closing Date)contribute property or money or to construct, there are no parties with install or maintain any interest whatsoever in improvements on or off the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except except as may be disclosed in (A) a document of public record or (B) the Original Title Commitment or disclosed information provided by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days Purchaser prior to the expiration of the Inspection Period). (8) To Seller’s knowledge, Seller the Property has made no commitments not been the site of any activity that would violate any past or representations to present environmental law or regulation of any Governmental Authorities governmental body or any adjoining agency having jurisdiction over the Property. Specifically, but without limitation, (A) solid waste, petroleum, or surrounding property owner, which would in any way be binding on Buyer petroleum products have not been handled or would interfere with Bxxxx’s ability to construct single family residences stored on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of that they may have leaked or spilled onto the Property will not be required to satisfy or contaminated the Property in any obligation material way, (B) there is no on-site material contamination resulting from activities on the Property or adjacent tracts, and (C) the Property contains no “hazardous materials” which shall mean any petroleum products, flammables, explosives, radioactive materials, asbestos, radon, or other hazardous waste including substances defined as “hazardous substances”, “hazardous materials”, or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of Seller 1980, the Hazardous Materials Transportation Act, and the Resources Conversation and Recovery Act, and any other than those expressly assumed material or substance whose use, storage, handling or disposal is regulated by Buyer pursuant to this Agreement; and xivany law or regulation. To Seller’s knowledge, except there are not storage tanks located on the Property (either above or below ground), and the Property has not been used as a landfill or site for disposal of garbage or refuse. (9) Seller has no knowledge of any fact or condition existing regarding the same may be disclosed presence of, testing for, or remediation of, mildew, mold or mold spores on the Property. (10) Seller has no knowledge of any fact or condition existing which would result or could result in the Existing Documents termination or in any environmental site assessment report obtained by Buyer during reduction of the Inspection Period in connection with its due diligence inspections of current access from the Property to the existing highways and roads that provide access to the Property, or of any reduction in or to sewer or other utility services presently serving the Property. (11) Seller has never usedis neither a “foreign person” nor a “foreign corporation” as those terms are defined in Section 1445 of the Internal Revenue Code of 1986, generatedas amended. (12) To Seller’s knowledge, processedthe Property is now in full compliance with all Legal Requirements. To Seller’s knowledge, storedthere are no petitions, disposed of releasedactions, hearings, planned or discharged any Hazardous Substance oncontemplated, under, about relating to or in affecting the vicinity zoning or use of the Property or transported any contiguous property. Seller has a waste-water permit and the appropriate business licenses and permits necessary to operate the facility as it is used currently by Seller. Seller hereby agrees to indemnify and hold harmless the Purchaser against any loss, cost or damage arising from the Property; inaccuracy of the above representation and to pay all reasonable costs of obtaining any such licenses, permits or authorizations if such licenses, permits or authorizations are required by applicable Legal Requirements on the date hereof to own and operate the Property in accordance with its current operations. (13) There is no pending or, to Seller’s knowledge, threatened, judicial, municipal or administrative proceedings with respect to, or in any manner affecting the Property or in which Seller is or will be a party, including proceedings for or involving tenant evictions, collections, condemnations, eminent domain, alleged building code, zoning or environmental violations, or personal injuries or property damage alleged to have occurred on the Property or by reason of the construction of any improvements thereon or the use by Seller and operation of the Property or others has occurred which violates any present plan or has been alleged study by any party to violate governmental authority, agency or employee thereof which in any applicable Environmental Lawway challenges, affects or would challenge or affect the continued authorization of the ownership, construction, use, leasing, management, maintenance, and operation of the Property. (14) All of the information concerning Seller and the Property and all reports, contracts, or other items obtained by Purchaser in connection with the Property are true, complete and correct in all respects and fairly present the information set forth in a manner that is not on misleading, and Seller has not omitted any “Superfund” list under information required to be included in order to make the information furnished not misleading. (15) Seller is currently in compliance with, and shall at all times during the term of this Agreement (including any applicable Environmental Lawextension thereof) remain in compliance with, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State Office of Texas, Foreign Asset Control (ii“OFAC”) petroleum, of the Department of the Treasury (iii) asbestos, (iv) per- including those named on OFAC’s Specially Designated and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOABlocked Persons List) and perfluorooctanesulfonic acid any statute, executive order (PFOSincluding the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqor other governmental action relating thereto.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. The obligations of Seller hereby represents and warrants under this Agreement are subject to Buyer that the following are true and correct as satisfaction of all of the Effective Date conditions set forth in this section 8. 1. Seller may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Seller of any of its rights or remedies if Buyer defaults in the performance of any material covenant or agreement to be performed by Buyer under this Agreement or if Buyer breaches any representation or warranty made by Buyer in section 6.2 or in Buyer's Closing Certificate. If any condition set forth in this section 8.1 is not fully satisfied or waived in writing by Seller, this Agreement shall, at Seller's option, terminate, but without releasing Buyer from liability if Buyer defaults in the performance of any such covenant or agreement to be performed by Buyer or if Buyer breaches any such representation or warranty made by Buyer before such termination. (a) On the Closing Date, Buyer shall not be in default in the performance of any material covenant or agreement to be performed by Buyer under this Agreement. (b) On the Closing Date, all representations and warranties made by Buyer in section 6.2 shall be true and correct at the time of Closing: i. Seller is a limited partnership duly organized in all material respects as if made on and validly existing under the laws as of the State Closing Date and Seller shall have received Buyer's Closing Certificate, executed by Buyer, in which Buyer certifies to Seller that all representations and warranties made by Buyer in section 6.2 are true and correct in all material respects on and as of Texasthe Closing Date. (c) On the Closing Date, is in good standing and authorized to transact business in the State of Texasno judicial or administrative suit, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement action, investigation, inquiry or other proceeding by Seller and the performance by Seller of its obligations under this Agreement any person shall have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable instituted against Seller in accordance with its terms; iii. There are no attachments, executions, which challenges the validity or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice legality of any of the foregoingtransactions contemplated by this Agreement. v. To Seller’s knowledge, as of (d) On the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunderDate, Seller has not granted any option, contract, or other agreement with respect to and Buyer shall have entered into the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqLease.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. The obligations of Seller hereby represents and warrants under this Agreement are subject to Buyer that the following are true and correct as satisfaction of all of the Effective Date conditions set forth in this section 7. 1. Seller may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. After the Closing, any such condition that has not been satisfied shall be treated as having been waived in writing. No such waiver shall constitute a waiver by Seller of any of its rights or remedies if Buyer defaults in the performance of any covenant or agreement to be performed by Buyer under this Agreement or if Buyer breaches any representation or warranty made by Buyer in section 5.2 hereof or in Buyer's Closing Certificate. If any condition set forth in this section 7.1 is not fully satisfied or waived in writing by Seller, this Agreement shall terminate, but without releasing Buyer from liability if Buyer defaults in the performance of any such covenant or agreement to be performed by Buyer or if Buyer breaches any such representation or warranty made by Buyer before such termination. (a) On the Closing Date, Buyer shall not be materially in default in the performance of any material covenant to be performed by Buyer under this Agreement. (b) On the Closing Date, all representations and warranties made by Buyer in section 5.2 hereof shall be true and correct at the time of Closing: i. Seller is a limited partnership duly organized and validly existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action material respects as if made on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date and Seller shall have received Buyer's Closing Certificate, executed by Buyer, in which Buyer certifies to Seller that all representations and warranties made by Buyer in section 5.2 hereof are true and correct on and as of the Closing Date, without material adverse exceptions. (except as expressly c) On or before the Closing Date, all of the conditions precedent set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion Section 6 of the Loan Agreement dated as of January 1, 1999 (the "Loan Agreement") between Lender and Buyer, described in the Note, shall have been satisfied. (d) On the Closing Date, Tenant shall have executed and delivered to Seller the First Amendment to Lease dated as of January 1, 1999 (the "Lease Amendment") in the form attached hereto as Exhibit M. (e) On the Closing Date, Buyer and TriNet Property includingManagement, but not limited toInc., as lesseesa Maryland corporation ("Manager"), tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or shall have executed and delivered to each other right relating to use or possession of the Property Management Agreement dated as of January 1, 1999 (except as noted the "Property Management Agreement") in the Title Documents or form attached hereto as required Exhibit N. (f) On the Closing Date, Buyer shall have executed and delivered to develop Seller the Lots and to obtain Final Plat): Right of First Refusal Agreement dated as of January 1, 1999 (Cthe "Right of First Refusal Agreement") Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats form attached hereto as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.Exhibit O.

Seller. Seller hereby represents makes the following representations and warrants warranties to Buyer that the following are true and correct as of the Effective Date and shall be true and correct at as of the time of ClosingClosing Date: i. (a) Seller is a limited partnership corporation duly organized and validly existing under the laws of the State of Texas, is in good standing and Delaware authorized to transact do business in the State of Texas, and Wisconsin. Seller has the requisite full power and authority to enter into this Agreement and to perform its obligations hereunder; iithis Agreement. The execution execution, delivery and delivery performance of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller and all required consents and approvals have been duly obtained. This Agreement is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms;terms subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. iii. (b) There are no attachmentspersons leasing, executions, using or assignments for occupying the benefit of creditors, Real Property or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to part thereof except Seller’s . (c) To Seller's knowledge, threatened against Seller or the Property, and Seller has not filedreceived no written notice of any kind from any insurance broker, voluntarily agent or involuntarilyunderwriter that any noninsurable condition exists in, for bankruptcy relief within on or about the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, Real Property or any part thereof, and there are no currently ongoing or, to . To Seller’s 's knowledge, pending litigation Seller has not received any written notice, within the past three (3) years from the Effective Date, of any uncured violation of applicable building, zoning, land use, environmental, antipollution, health, fire, safety, access and accommodations for the physically handicapped, subdivision, energy and resource conservation or similar laws, statutes, rules, regulations and ordinances and all covenants, conditions and restrictions applicable to the Real Property. (d) To Seller's knowledge, there is no litigation, arbitration or other legal or administrative claims affecting suit, action, proceeding or investigation of any kind pending, or threatened in writing, against or involving Seller and/or relating to the PropertyReal Property or any part thereof. To Seller's knowledge, and Seller has not received written notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment condemnation or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession eminent domain action or proceeding of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, kind pending or trespassers; (B) No party has been granted threatened or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement being contemplated with respect to the purchase of, sale of, or any interest in or to the Real Property or any portion part thereof. There is no legal or administrative action or proceeding, initiated or filed by Seller, pending to contest or appeal the amount of real property taxes or assessments levied against the Real Property or any part thereof or the assessed value of the Real Property or any interest therein, except part thereof for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and real property tax purposes. (De) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not a "foreign person" as defined in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation Section 1445 of the transaction herein contemplatedInternal Revenue Code of 1986, as amended, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqIncome Tax Regulations thereunder.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. The representations and warranties of Seller hereby in this section 6.1 and in Seller's Closing Certificate (as defined in section 7.1(c)) are a material inducement for Buyer to enter into this Agreement. Buyer would not purchase the Property from Seller without such representations and warranties of Seller. All representations and warranties of Seller shall survive the Closing. Seller represents and warrants to Buyer that the following are true and correct as of the Effective Date and shall be true and correct at the time date of Closingthis Agreement as follows: i. (a) Seller is a limited partnership duly organized and validly corporation existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and Colorado. Seller has the requisite full power and authority to enter into this Agreement and the Lease and to perform its obligations hereunder; iithis Agreement and the Lease. The execution execution, delivery and delivery performance of this Agreement and the Lease by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of SellerSeller and all required consents and approvals have been duly obtained. This Agreement is, and upon execution the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes Lease will be, a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms; iii. There are no attachments, executionssubject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief similar laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or rights of creditors generally. Neither the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this AgreementAgreement or the Lease, nor the consummation of the transaction herein contemplatedtransactions contemplated hereby or thereby, and the compliance with terms of this Agreement will not conflict with orwith, or (with or without notice or the passage lapse of time time, or both, ) result in a breach of any of the terms termination, breach, impairment or provisions violation of, or constitute give rise to a default underunder (i) any provision of Seller's articles of incorporation or bylaws, (ii) any agreement, indenture, mortgage, loan agreementmaterial instrument or contract to which Seller is a party or by which Seller is bound, or instrument (iii) any federal, state, local or foreign judgment, writ, decree, order, statute, rule or regulation applicable to Seller, the Property or any other property of Seller. (b) There are no presently effective leases, lease amendments, lease guaranties, work letter agreements, improvement agreements, subleases, assignments, licenses, concessions or other agreements with respect to the leasing, use or occupancy of the Real Property or any part thereof. There are no persons leasing, using or occupying the Real Property or any part thereof except Seller. All of the Personal Property is described in Exhibit B attached hereto, which is an accurate and complete list of all tangible and intangible personal property owned by Seller relating to the ownership, construction, management, operation, maintenance or repair of the Real Property. All of the tangible Personal Property is located at the Real Property. All of the Contracts are described in Exhibit C attached hereto, which is an accurate and complete list of all presently effective contracts, agreements, warranties and guaranties to which Seller is a party or by which Seller or Seller’s property is the Property may be bound, relating to the advertising, promotion, design, construction, ownership, management, operation, maintenance or repair of the Real Property, and which could continue to be in effect after the Closing Date. All of the Permits are described in Exhibit D attached hereto, which is an accurate and complete list of all presently effective building permits, certificates of occupancy, and other necessary certificates, permits, licenses and approvals relating to the design, construction, ownership, occupancy, use, management, operation, maintenance or repair of the Real Property. Seller has good title to the Personal Property, the Contracts and the Permits, free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever. All of the copies of the documents delivered to Buyer pursuant to section 5.1 are accurate and complete copies of all originals of the documents described in section 5.1. (c) Except for the fee payable by Seller to the Broker in connection with the transactions described in this Agreement, there are no leasing commissions or other commissions, fees or compensation presently owed or which will become due and payable with respect to the Lease or which could become due and payable in the future upon the exercise of any right or option contained in the Lease. (d) The Real Property and every part thereof and (as of the Closing Date) the use and occupancy of the Real Property are in full compliance with all applicable regulation building, earthquake, zoning, land use, environmental, antipollution, health, fire, safety, access and accommodations for the physically handicapped, subdivision, energy and resource conservation or similar laws, statutes, rules, regulations and ordinances and all covenants, conditions and restrictions applicable to the Real Property. Seller has received no notice, citation or other claim alleging any judgmentviolation of any such law, orderstatute, rule, regulation, ordinance, covenant, condition or restriction. The Real Property (as shown in the Design Documents) includes sufficient parking spaces to satisfy all zoning and private land use requirements. The Real Property has direct access to one or more public streets. The Permits have been duly and validly issued, are in full force and effect, and are all of the certificates, permits, licenses and approvals that are required by law to own, operate, use and occupy the Real Property as it is presently, or decree is presently contemplated to be, owned, operated, used and occupied. Seller has fully performed, satisfied and discharged all of any court having jurisdiction over Seller or Seller’s property;the obligations, requirements and conditions imposed on the Real Property by the Permits. x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats (e) Except as defined permitted by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment Environmental Laws or disclosed in the Existing Documents (as Environmental Reports, to the actual knowledge of Seller, no Hazardous Substances are present in, on or under the Effective Date) Real Property or (2) any nearby real property which could migrate to the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise)Real Property, and there is no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xiipresent Release or threatened Release of any Hazardous Substances in, on or under the Real Property. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never usedused the Real Property or any part thereof, generatedand Seller has never permitted any person to use the Real Property or any part thereof, processedfor the production, storedprocessing, disposed manufacture, generation, treatment, handling, storage or disposal of releasedHazardous Substances, except in compliance with applicable Environmental Laws. Except for one (1) 20,000 gallon underground water tank, no underground or above-ground storage tanks, barrels, xxxxx, pits, sumps, lagoons or other containers of any kind are, or discharged any Hazardous Substance to the actual knowledge of Seller, have been located in, on, underunder or about the Real Property. The Real Property and every part thereof, about and all operations and activities therein and thereon and the use and occupancy thereof, comply with all applicable Environmental Laws, and neither Seller nor any person using or occupying the Real Property or any part thereof is violating any Environmental Laws. Seller has all permits, licenses and approvals (which are included in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (iPermits) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved required by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except Environmental Laws for the Post Completion Work in accordance with the Development Plans use and occupancy of, and all Governmental Requirements operations and matters activities in, the Real Property; Seller is in full compliance with all such permits, licenses and approvals; and all such permits, licenses and approvals were duly issued and are in full force and effect. No claim, demand, action or proceeding of recordany kind relating to any past or present Release or threatened Release of any Hazardous Substances in, on or under the Real Property or any past or present violation of any Environmental Laws at the Real Property has been made or commenced, or is pending, or is being threatened or contemplated by any person. For purposes of this section 6.1(e), the phrase "actual knowledge of Seller" shall mean the actual knowledge of Xxxxxxx X. XxXxxxxx, the officer of Seller primarily responsible for the Real Property and the Lots are “finished” building sites ready for the immediate issuance Project, without any duty of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellingsspecial inquiry or investigation.

Seller. The representations and warranties of Seller hereby in this Section 5.1 are a material inducement for Buyer to enter into this Agreement. Buyer would not purchase the Property from Seller without such representations and warranties of Seller. Except with respect to the representations set forth in subsections (a) and (b) of this Section 5.1, such representations and warranties shall survive the Closing for only six (6) months after the Closing (the “Survival Period”), at which time such representations and warranties shall terminate, unless prior to the end of the Survival Period Buyer asserts a claim with respect thereto in accordance with the terms of this Agreement. The representations set forth in subsections (a) and (b) of this Section 5.1 shall survive the Closing for the length of the statute of limitations applicable thereto. As used in this Agreement, “to the current actual knowledge of Seller” shall mean the current actual (not imputed, implied or constructive) knowledge of Xxxxx Xxxxxxxx, Xxxx Xxxxxxx and Xxxxx Xxxxxx, who shall have no obligation, express or implied, to investigate the matters covered by the representations and warranties of Seller and no personal liability for such representations and warranties. Seller represents and warrants to Buyer that the following are true and correct as of the Effective Date and shall be true and correct at the time date of Closingthis Agreement as follows: i. (a) Seller is a limited partnership national banking association duly incorporated and organized and validly existing and in good standing under the laws of the State United States of Texas, is in good standing and authorized to transact business in the State of Texas, and America. Seller has the requisite full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; iithis Agreement. The execution execution, delivery and delivery performance of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller and all required consents or approvals have been duly obtained. This Agreement is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms; iii. There are no attachments, executionssubject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief similar laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice rights of any of the foregoingcreditors generally. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documentsb) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, Agreement and all related documents (including the consummation of the transaction herein contemplated, Retail Lease and the compliance with terms Office Lease) and the performance of this Agreement will its obligations hereunder and thereunder by it does not conflict with orany provision of any law or regulation to which Seller is subject, conflict with or without notice or the passage of time or both, result in a breach of any of the terms or provisions of, or constitute a default underunder any of the terms, conditions or provisions of Seller’s Organizational Documents or of any agreement, indenture, mortgage, loan agreement, agreement or instrument to which Seller it is a party or by which Seller or Seller’s property is bound, any applicable regulation bound or any judgment, order, order or decree applicable to it or result in the creation or imposition of any lien on any of its assets or property, which would reasonably be expected to impair its ability to perform its obligations under this Agreement; and it has obtained all consents, approvals, authorizations or orders of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species governmental agency or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities body or any adjoining or surrounding property ownerother third party, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on if any, required for the Property execution, delivery and no such commitment will be made prior to the applicable Closing; xiii. Buyer, performance by virtue it of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this AgreementAgreement the term “Organizational Documents” means, “Hazardous Material” shall meanwith respect to any Person who is not a natural person, without limitationthe certificate or articles of incorporation, memorandum of association, articles of association, trust agreement, by-laws, partnership agreement, limited partnership agreement, certificate of partnership or limited partnership, limited liability company articles of organization, limited liability company operating agreement or any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903)other organizational document, and (vii) defined as a hazardous substance pursuant all shareholder agreements, voting trusts and similar arrangements with respect to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seqits stock, partnership interests, membership interests or other equity interest.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents (i) has properly completed and warrants to Buyer that the following are true and correct as of the Effective Date and shall be true and correct at the time of Closing: i. Seller is a limited partnership duly organized and validly existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texastimely filed, and has will properly complete and timely file, with the requisite power and authority applicable Tax Authorities, all Tax Returns related to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller and the performance by Seller operation of its obligations under this Agreement have been duly and validly authorized by all necessary action business (including the Business) for periods ending on or prior to or including the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): “Applicable Tax Periods”) and all such Tax Returns are (Aor will be, when filed) There are no parties in possession of any portion of the Property includingaccurate, but not limited to, as lessees, tenants at sufferance, or trespasserscomplete and correct; (B) No party has been granted fully paid (or obtained any license, lease, easement or other right relating will pay when due) all Taxes related to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): Applicable Tax Periods; (C) Other than Buyer hereunderhas timely made and will timely make all withholdings of Tax required to be made under all applicable Legal Requirements, Seller has not granted any option, contract, and such withholdings have been or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not will be binding on Buyer or the Property following Closingpaid when due; and (D) has complied with all Tax information reporting provisions of all applicable Legal Requirements. No Tax Authority residing in a jurisdiction where Seller does not file Tax Returns has made a Claim that Seller is or may be subject to Tax in such jurisdiction. There are no other restrictions or burdens Liens for Taxes on the Property created by Purchased Assets. There are no Claims pending or under any agreement, instrument, judicial decree, court order or otherwise; vithreatened against Seller for past due Taxes. Seller has not received notice waived any statute of limitations or agreed to the extension of time for the assessment of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been curedTax, and is not currently the beneficiary of any extension of time within which to Seller’s knowledge file any Tax Return. Seller is not in default under a party to any notepending Claims for Taxes, deed nor, is there any Proceeding pending or threatened, for assessment or collection of trust or other agreement or instrument related to or encumbering the Property; viiTaxes. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified that an audit or review of any special assessmentsTax matter is currently pending, levies in progress or taxes imposed or contemplated. None of the Purchased Assets is property required to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and treated as being owned by another person pursuant to the best provisions of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation Section 168(f)(8) of the transaction herein contemplatedInternal Revenue Code of 1954, as amended and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days effect immediately prior to the expiration enactment of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue Tax Reform Act of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq1986.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents a. Pre-Closing. Between the date hereof and warrants to Buyer that the following are true and correct Closing Date, except as contemplated by this Agreement or with the consent of the Effective Date and shall be true and correct at the time of ClosingPurchaser: i. Seller is a limited partnership duly organized will file all tax returns, reports and validly existing under the laws filings of the State of Texas, is in good standing any kind or nature required to be filed by Seller and authorized will timely pay all taxes or other obligations which are due and payable with respect to transact business in the State of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunderSeller's Assets; ii. The execution and delivery of this Agreement by Seller and the performance by Seller of will not take any action inconsistent with its obligations under this Agreement or which could hinder or delay the consummation of the transactions contemplated by this Agreement, and Seller will continue until the Closing to fulfill any obligations which it may have been duly and validly authorized by all necessary action on under the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its termsFacility Leases; iii. There are no attachments, executions, or assignments for Seller will operate the benefit of creditors, or voluntary or involuntary proceedings Facility only in bankruptcy or under any other applicable debtor relief laws pending or, the ordinary course and will continue to maintain and repair the Facility and the Personal Property in the same manner as previously done by Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, Seller will take all reasonable action to Seller’s knowledge, pending preserve the goodwill of the residents of the Facility; v. Seller will not make any material change in the operation of the Facility nor sell or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, agree to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of sell any of the foregoing. v. To Seller’s knowledge, as items which comprise the Personal Property nor otherwise enter into an agreement materially affecting any of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwiseSeller's Assets; vi. Seller has not received notice will use its reasonable efforts to retain the services and goodwill of any default under any note, deed the employees located at or connected with the operation of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the PropertyFacility; vii. To Seller will maintain in force the existing hazard and liability insurance policies, or comparable coverage, for the Seller’s knowledge, except 's Assets as set forth now in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuationeffect; viii. Seller has will not received increase the compensation or other benefits or bonuses payable or to become payable to any notice of any violation the Seller's employees connected with the operation of any ordinancethe Facility, regulationexcept for increases, lawif any, or statute of any Governmental Authorities, for which such violation has not been corrected substantially in accordance with existing employment practices disclosed to Purchaser, if any or except for increases which will not affect Purchaser's operations at the Facility after closing; ix. Seller will not enter into any contract or commitment affecting the Seller's Assets except in the ordinary course of business and Seller will advise Purchaser of any contracts or commitments which it enters, whether in the ordinary course of business or otherwise; x. During normal business hours, Seller will provide Purchaser and its agents with access (in the company of a representative of Seller) on 24 hours notice to the Real Property and the Facility, provided Purchaser does not interfere with the operation of the Facility and provided Purchaser uses its best efforts not to disturb any residents of the Facility during the course of such inspections and at such times Seller shall permit Purchaser to inspect the books and records and the physical and structural condition of the Facility, the Real Property and the Personal Property, which inspection shall be completed by Purchaser prior to September 7, 1996; xi. Seller will timely pay all obligations which are due and payable with respect to the Seller's Assets; xii. Seller will operate the Facility in substantial compliance with all applicable ordinancesmunicipal, county, state and federal laws, regulations, laws ordinances, standards and statutesorders as now in effect (including without limitation, the building and zoning codes as currently applied with respect thereto) and with the Environmental Laws, where the failure to comply therewith could have a material adverse effect on the business, property, condition (financial or otherwise) or operation of the Facility or on the Seller's Assets; xiii. Seller will take all reasonable action to achieve substantial compliance with any laws, regulations, ordinances, standards and orders applicable to the best Seller's Assets which are enacted after execution of Seller’s knowledge neither this Agreement and prior to Closing and which require compliance prior to Closing; xiv. Seller nor will proceed with all due diligence to secure any consents which may be necessary for the Property is assignment of the Facility Leases and Operating Contracts; xv. As soon as practicable after the date hereof but in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The no event later than twenty (20) days following full execution and delivery of this Agreement, Seller will (a) deliver to Purchaser a UCC-1 search report (herein so called), (b) shall cause Chicago Title Insurance Company to furnish to Purchaser a current title commitment (the consummation "Title Report") for the issuance to Purchaser of an extended coverage Owner's title insurance policy with a value equal to the purchase price (the "Title Policy"), insuring Purchaser's interest in the Real Property and the Facility, subject to no exceptions other than those of the transaction herein contemplatedusual printed exceptions, which are acceptable to Purchaser and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as hereafter defined) and (c) arrange with a survey firm acceptable to Purchaser for the preparation and delivery of an ALTA Survey of the applicable Closing DateReal Property and the Facility (the "Survey"), there are no parties with any interest whatsoever in the Property ; xvi. Seller will provide Purchaser within ten (marital, homestead, prescriptive or otherwise), and no other signatures are required to make 10) days after execution of this Agreement fully enforceable by Buyer against with copies of any environmental reports, structural report or geological reports which may be in Seller;'s possession with respect to the Facility and the Real Property, it being understood and agreed, however, that Seller makes no representation or warranty as to the accuracy of any such reports; and xiixvii. Except as disclosed Seller will cooperate with Purchaser in any efforts which Purchaser may undertake to audit Seller's financial statements with respect to the Original Title Commitment or disclosed by Seller to Buyer in Facility for the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days periods prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property Closing if and no such commitment will be made prior to the extent such an audit is required for Purchaser's compliance with applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” securities laws provided that Purchaser shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqpay all costs thereof.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents and warrants to Buyer that the following are true to, and correct as of the Effective Date and shall be true and correct at the time of Closingcovenants with, Purchaser that: i. (i) Seller is a limited partnership duly organized and organized, validly existing and in good standing under the laws of the State of Texas, South Carolina and is in good standing and authorized qualified to transact business in Maryland. Seller will keep in full force and effect through the Closing Date its legal existence and all licenses and franchises necessary for the conduct of its business in the State of TexasSouth Carolina and the State of Maryland. Seller has full right, and has the requisite power power, and authority to enter into this Agreement execute and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute deliver this Agreement and to bind consummate the Seller; purchase and this Agreement constitutes a legalsale transactions provided for herein without obtaining any further consents or approvals from, or the taking of any other actions with respect to, any third parties. This Agreement, when executed and delivered by Seller and Purchaser, will constitute the valid and binding obligation agreement of Seller Seller, enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. (ii) To Seller’s knowledge, there are no actions, suits, claims, assessments, or proceedings pending or threatened which affect title to the Property. (iii) Except as may be reflected on the Closing Statement with respect to Proration Items, all bills and other payments due and payable before the Closing Date with respect to the ownership, operation, and maintenance of the Property have been paid or will be paid prior to the Closing Date in the ordinary course of business. (iv) From the date hereof until the Closing Date, Seller shall: maintain and operate the Property in substantially the same manner as Seller has heretofore done; continue to perform its obligations under all Leases and Property Agreements and neither cancel, amend, nor renew any of the same other than in the ordinary course of Seller’s business at, unless otherwise agreed by Purchaser and Seller, rental levels the same or greater than the current rent schedule in effect as of the Effective Date with no rental concessions that survive Closing and with lease terms of no less than nine (except 9) months and no greater than eighteen (18) months (including any renewal options); not commit or permit to be committed any physical waste; not, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed by Purchaser and which consent shall be deemed given by Purchaser if, within five days after Seller’s approval request, Seller does not receive written notice from Purchaser disapproving such agreement, instrument or action with reasonable specificity as expressly set forth in to the Original Title Commitment reason for such disapproval), enter into any agreement or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of instrument or take any portion of other action that would encumber the Property includingafter the Closing, but not limited to, as lessees, tenants at sufferancethat would bind Purchaser or the Property after Closing, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession that would be outside the normal scope of maintaining and operating the Property (except as noted other than Tenant leases executed in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and ordinary course of business which shall not be binding on Buyer require Purchaser’s consent provided such Tenant leases do not contain rental concessions that survive Closing, or, if they do, Seller shall reimburse Purchaser or the Property following credit Purchaser at Closing for all upfront concessions due Purchaser for leases signed before Closing and applicable to periods after Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with have lease terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other less than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.nine

Seller. The representations and warranties of Seller hereby in this section 5.1 and in Seller's Closing Certificate (as hereinafter defined) are a material inducement for Buyer to enter into this Agreement. Buyer would not purchase the Property from Seller without such representations and warranties of Seller. Such representations and warranties shall survive the Closing for only one hundred eighty (180) days after the Closing Date, at which time such representations and warranties shall terminate. Seller represents and warrants to Buyer that the following are true and correct as of the Effective Date and shall be true and correct at the time date of Closingthis Agreement as follows: i. (a) Seller is a limited partnership corporation duly incorporated and organized and validly existing and in good standing under the laws of the State of Texas, Maryland. Seller is duly qualified to do business and is in good standing and authorized to transact business in the State of Texas, and California. Seller has the requisite full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; iithis Agreement. The execution execution, delivery and delivery performance of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller and all required consents or approvals have been duly obtained. This Agreement is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms; iii, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. There are is no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or or, to Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s 's actual knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for which is binding on Seller, and parties which is in conflict with rights expressly set forth in this Agreement. (1b) the Original Title Commitment or disclosed in the Existing Documents (as The copy of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date)Lease delivered by Seller to Buyer is a complete and accurate copy, and there are no parties amendments thereto other than amendments of which Seller has provided Buyer with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), a complete and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xiiaccurate copy. Except as disclosed to Seller in writing, to the current actual knowledge of Seller, Seller is not materially in default in the Original Title Commitment performance of any material covenant to be performed by the landlord under the Lease and the Tenant under the Lease has no material claims or disclosed by offsets against Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior pursuant to the expiration Lease. (c) Seller is not a "foreign person" as defined in section 1445 of the Inspection PeriodInternal Revenue Code of 1986, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Lawamended, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqIncome Tax Regulations thereunder.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents covenants and warrants agrees with Buyer as follows: 9.1.1 Between the date of this Agreement and the Closing Date, Seller shall not execute any additional lease affecting the Real Property or amend, modify, renew, extend or terminate any of the Leases, the Contracts or the Approvals in any respect without the prior approval of Buyer, which approval may be withheld in the sole and absolute discretion of Buyer; provided, however, that any Leases which are either executed or renewed on a month-to-month basis and which are consistent with the current leasing practices of Seller, including, without limitation, current rental rates, shall be deemed to be automatically approved by Buyer. Between the date of this Agreement and the Closing Date, Seller shall manage, operate, maintain and repair the Real Property and the Personal Property in the ordinary course of business in accordance with the manner in which Seller has operated and maintained the Property prior to the date of this Agreement. Seller shall not (i) create or agree to any easements, liens, mortgages, encumbrances or other interests that would affect the Property or Seller’s ability to comply with this Agreement; (ii) initiate or consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Real Property; (iii) fail to pay when due and payable all taxes and other public charges assessed against the Real Property or Seller; (iv) fail to keep the Loan current and free from default; or (v) fail to pay in a timely fashion all proper bills for labor or services for work performed for or on behalf of Seller with respect to the Property. Between the date of this Agreement and the Closing Date, Seller shall keep in force property insurance covering all buildings, structures, improvements, machinery, fixtures and equipment included in the Real Property in accordance with Seller’s existing insurance program, shall comply with the Approvals and all covenants, conditions, restrictions, laws, statutes, rules, regulations and ordinances applicable to the Real Property or the Personal Property, shall use commercially reasonable efforts to keep the Leases, the Contracts and the Approvals in force, promptly give Buyer copies of all material notices received by Seller asserting any breach or default under the Leases or the Contracts or any violation of the Approvals or any covenants, conditions, restrictions, laws, statutes, rules, regulations or ordinances applicable to the Real Property or the Personal Property, and shall perform when due all of Seller’s obligations under the Leases, the Contracts and the Approvals in accordance with the Leases, the Contracts and the Approvals and all applicable laws in all material respects. 9.1.2 Between the date of this Agreement and the Closing Date, Seller shall not use, produce, process, manufacture, generate, treat, handle, store or dispose of any Hazardous Substances in violation of applicable laws in, on or under the Real Property, or use the Real Property for any such purposes, or Release any Hazardous Substances in violation of applicable laws into any air, soil, surface water or groundwater comprising the Real Property, and shall use commercially reasonable efforts to prevent third parties using or occupying the Real Property or any part thereof to do any of the foregoing. Between the date of this Agreement and the Closing Date, Seller shall comply with all Environmental Laws applicable to the Real Property, or the use or occupancy thereof, or any operations or activities therein or thereon, and shall not knowingly permit any persons using or occupying the Real Property thereof to fail to comply with Environmental Laws applicable thereto. Between the date of this Agreement and the Closing Date, and promptly after Seller obtains any information indicating that any Hazardous Substances may be present or any Release or threatened Release of Hazardous Substances may have occurred in, on or under the Real Property or that any violation of any Environmental Laws may have occurred at the Real Property, Seller shall give written notice thereof to Buyer. Seller shall promptly furnish to Buyer copies of all written communications given or received by Seller that any Release or threatened Release of any Hazardous Substances or any violation of any Environmental Laws has actually or allegedly occurred in, on or under the following are true Real Property. 9.1.3 All representations and correct as warranties made by Seller in Section 8.1 above shall survive the Closing. Seller shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the Effective Date representations and shall warranties made by Seller in Section 8.1 above to be true and correct at on and as of the time Closing Date. Seller shall indemnify and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, that may be suffered or incurred by Buyer if any representation or warranty made by Seller in Section 8.1 above was untrue or incorrect in any material respect when made or that may be caused by any breach by Seller of Closing:any such representation or warranty. i. 9.1.4 Seller is shall indemnify and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys’ fees and disbursements, arising from or based on any failure by Seller to perform all obligations of Seller in accordance with the Leases, the Contracts or the Approvals before the Closing Date, or any breach, default or violation by Seller (or any event by Seller or condition which, after notice or the passage of time, or both, would constitute a limited partnership duly organized breach, default or violation by Seller) under the Leases, the Contracts or the Approvals that occurs before the Closing Date, or any condition, event or circumstance relating to the Real Property that existed or occurred before the Closing Date, or any third party claim for personal injury or property damage occurring in, on or about the Real Property before the Closing Date. 9.1.5 [Intentionally omitted.] 9.1.6 Between the date of this Agreement and the Closing Date, Seller shall not in any manner sell, convey, assign, transfer, encumber or otherwise dispose of the Real Property, the Leases, the Personal Property, the Contracts or the Approvals, or any part thereof or interest therein provided, however, that subject to prior written notice to, and prior written approval by, Buyer, Seller may sell, convey, assign, transfer, encumber or otherwise dispose of Personal Property or Contracts in the ordinary course of its business. 9.1.7 Seller shall pay all commissions, fees and expenses due to Seller’s Broker in respect of the sale of the Property to Buyer or this Agreement. Seller hereby agrees to indemnify and hold Buyer harmless from and against any and all claims for brokerage or finder’s fees or other similar commissions or compensation made by any and all other brokers or finders claiming to have dealt with Seller in connection with this Agreement or the consummation of the transaction contemplated hereby. 9.1.8 Seller shall not dissolve its existing entity and shall remain validly existing and in good standing under the laws of the State of Texas, is in good standing and authorized to transact business in Delaware during the State period commencing on the date of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder;ending on December 31, 2012; provided, however, that if Buyer gives Seller written notice of a claim under this Agreement on or before the expiration of such period, such covenant shall extend until the later to occur of (a) December 31, 2013, or (b) the date such claim has been resolved. ii9.1.9 Seller shall cooperate with Buyer in connection with obtaining Lender’s consent to the Assumption; provided, however, that Buyer shall be responsible for paying all costs, fees, and expenses imposed by Lender in connection with the Assumption. The execution and delivery indemnification obligations of Seller set forth in this Section 9.1 shall survive the Closing or the termination of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqreason.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents covenants and warrants agrees with Buyer as follows: 8.1.1 Between the date of this Agreement and the Closing Date, neither Seller nor Property Owner shall execute any additional lease affecting the Real Property or amend, modify, renew, extend or terminate any of the Leases, the Contracts or the Approvals in any respect without the prior approval of Buyer, which approval may not be unreasonably withheld by Buyer; provided, however, that any Leases which are either executed or renewed on a month-to-month basis or which are consistent with the current leasing practices of Property Owner, including, without limitation, current rental rates, shall be deemed to be automatically approved by Buyer, and provided further that any Contracts that are not terminable upon notice of thirty (30) days or less may be disapproved by Buyer in its sole and absolute discretion. Further, Buyer shall be deemed to have approved a proposed Lease if Buyer has not made an objection to such contract within two (2) Business Days of a receipt of a written request for approval. Further, Property Owner, in emergency situations or in situations that are critical to the following are true operation of the Property, may enter into Contracts for goods and correct services without the approval of Buyer, provided that such Contracts must be terminable upon no more than thirty (30) days notice without payment of any penalty or fee. Between the date of this Agreement and the Closing Date, neither Seller nor Property Owner shall consent to any assignment or sublease requested by any tenant under any of the Leases without the prior approval of Buyer, which approval shall not be unreasonably withheld or delayed. Between the date of this Agreement and the Closing Date, Property Owner shall (i) manage, operate, maintain and repair the Real Property and the Personal Property in the ordinary course of business in accordance with Property Owner's existing practices (including, without limitation, maintenance of substantially the same advertising and marketing programs for the Real Property in effect as of the Effective Date date of this Agreement), (ii) comply with the Approvals and all covenants, conditions, restrictions, laws, statutes, rules, regulations and ordinances applicable to the Real Property or the Personal Property consistent with past practice, (iii) consistent with past practice, keep the Leases, the Contracts and the Approvals in force, (iv) promptly give Buyer copies of all written notices received by Seller and/or Property Owner asserting any breach or default under the Leases or the Contracts or any violation of the Approvals or any covenants, conditions, restrictions, laws, statutes, rules, regulations or ordinances applicable to the Membership Interests, the Real Property or the Personal Property, and (v) consistent with past practice, perform when due all of Property Owner's obligations under the Leases, the Contracts and the Approvals in accordance with the Leases, the Contracts and the Approvals and all applicable laws. Between the date of this Agreement and the Closing Date, except to the extent consistent with past practice, neither Seller nor Property Owner shall (1) create or agree to any easements, liens, mortgages, encumbrances or other interests that would affect the Membership Interests or the Property or Seller’s ability to comply with this Agreement; (2) initiate or consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Real Property; (3) fail to pay when due and payable all taxes and other public charges assessed against the Membership Interests, the Property, Property Owner or, with respect to Property Owner only, Seller; (4) fail to keep current and free from monetary or material non-monetary default any and all secured financing against the Membership Interests or the Property; or (5) fail to pay in a timely fashion all proper bills for labor or services for work performed for or on behalf of Seller or Property Owner with respect to the Membership Interests or the Property. Between the date of this Agreement and the Closing Date, Seller and/or Property Owner shall keep in force property insurance covering all buildings, structures, improvements, machinery, fixtures and equipment included in the Real Property insuring against all risks of physical loss or damage, subject to standard exclusions, in an amount equal to the actual replacement cost (without deduction for depreciation) of such buildings, structures, improvements, machinery, fixtures and equipment. 8.1.2 If, after the date of this Agreement but prior to the Closing Date, Seller or Property Owner obtains any information indicating that a Release occurred in, on or under the Real Property (or any nearby real property which could migrate to the Real Property) or that any violation of any Environmental Laws occurred at the Real Property, Seller shall give written notice thereof to Buyer with a reasonably detailed description of the event, occurrence or condition in question. Seller shall immediately furnish to Buyer copies of all written communications received, after the date of this Agreement but prior to the Closing Date, by Seller or Property Owner from any person (including notices, complaints, claims or citations that any Release or threatened Release of any Hazardous Substances or any violation of any Environmental Laws has actually or allegedly occurred) or given by Seller or Property Owner, after the date of this Agreement but prior to the Closing Date, to any person concerning any past or present Release or threatened Release of any Hazardous Substances in, on or under the Real Property (or any nearby real property which could migrate to the Real Property) or any past or present violation of any Environmental Laws at the Real Property. Seller shall not be deemed to have breached the foregoing covenants with respect to Lawful Substances. 8.1.3 Seller shall use commercially reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Seller in Section 7.1 hereof to be true and correct at the time of Closing: i. Seller is a limited partnership duly organized on and validly existing under the laws as of the State Closing Date. 8.1.4 Seller shall promptly notify Buyer in writing of Texasany litigation, arbitration, condemnation or administrative hearing before any court or governmental agency concerning Property Owner, the Membership Interests or the Property which is in good standing instituted after the date hereof, other than eviction or unlawful detainer actions that will be completed (or are expected to be completed) prior to Closing. 8.1.5 Seller shall indemnify and authorized to transact business in the State of Texasdefend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and has the requisite power expenses, including reasonable attorneys’ fees and authority to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement disbursements, (i) that may be suffered or incurred by Buyer if any representation or warranty made by Seller and the performance in Section 7.1 hereof was untrue or incorrect in any material respect when made or that may be caused by any breach by Seller of its obligations under this Agreement have been duly and validly authorized any such representation or warranty in any material respect, (ii) that may be suffered or incurred by all necessary action on the part Buyer or Property Owner as a result of Seller’s breach of the covenants contained herein in any material respect, (iii) that may be suffered or incurred by Buyer or Property Owner (but in each and every instance with respect to this subsection (iii), only to the person signing below on behalf extent paid or payable to a third party unaffiliated with Buyer) as a result of (a) fraud or misappropriation or misapplication of funds of Property Owner committed by Seller or any of its affiliates, (b) entering into, terminating or otherwise modifying any material contract to which Property Owner is a party by Seller or any of its affiliates in violation of the Organizational Documents, (c) theft by Seller or any of its affiliates, (d) gross negligence of Seller is duly authorized or any of its affiliates, (e) any other intentional misconduct, breach of a fiduciary duty or illegal acts not set forth above, or (f) any Residual Claims, and (iv) arising from or based on any failure by Seller to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation perform all obligations of Seller enforceable against Seller in accordance with its terms; iii. There are no attachmentsthe Leases, executionsthe Contracts or the Approvals before the Closing Date or any breach, default or violation by Seller or Property Owner (or any event by Seller or Property Owner or condition which, after notice or the passage of time, or assignments for the benefit of creditorsboth, would constitute a breach, default or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against violation by Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year Property Owner) under the laws of Leases, the United States Bankruptcy Code, nor has any petition for bankruptcy Contracts or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting Approvals that occurs before the PropertyClosing Date, or any part thereofcondition, and there are no currently ongoing orevent or circumstance relating to the Membership Interests or the Real Property that existed or occurred before the Closing Date, or any personal injury or property damage occurring in, on or about the Real Property before the Closing Date, except to Seller’s knowledgethe extent any such breach, pending litigation default or other legal violation under this subsection (iv) relates to the physical or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion environmental condition of the Property includingexcept to the extent such arising under this Agreement as a result of a breach of a representation or warranty by Seller in any material respect, but not limited toa material default by Seller or an indemnification obligation of Seller, each as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): the extent expressly provided in this Agreement. Any claim of Buyer in connection with said indemnities shall be made within one (C1) Other than Buyer hereunderyear after the Closing or shall automatically be null, void and of no force or effect whatsoever, and Buyer’s remedies for any such claim shall be limited to recovery of damages not to exceed TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($250,000.00); provided, however, that there shall be no such monetary limitation on Buyer’s damages in connection with any third party personal injury claims and further provided that there shall be no right to bring an action against Seller has not granted any optionfor such claim until the aggregate amount of all liability and losses arising out of such breach, contract, default or other agreement violation exceeds FIVE THOUSAND AND 00/100 DOLLARS ($5,000.00). Seller shall have no liability with respect to any of Seller’s representations, warranties and covenants herein if, prior to the purchase ofClosing, sale ofBuyer has actual knowledge of any breach of a representation, warranty or covenant of Seller herein, or Buyer was provided with written notice from Seller of such breach in accordance with Section 17 of this Agreement, and Buyer nevertheless consummates the transaction contemplated by this Agreement. 8.1.6 Between the date of this Agreement and the Closing Date, neither Seller nor Property Owner shall in any interest in manner sell, convey, assign, transfer, encumber or to otherwise dispose of the Membership Interests, the Property or any portion part thereof or any interest therein. 8.1.7 Between the date of this Agreement and the Closing Date, except and other than as expressly approved or consented to by Buyer, Property Owner will not incur any obligations, or liabilities (contingent or non-contingent) for any backup offers permitted under long-term leases or unusual forward or long-term commitments. 8.1.8 Seller shall pay all commissions, fees and expenses due to Xxxxxxxxx & Partners in respect of the sale of the Membership Interests to Buyer or this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of hereby agrees to indemnify and hold Buyer harmless from and against any default under any note, deed of trust and all claims for brokerage or finder’s fees or other agreement similar commissions or instrument related compensation made by any and all other brokers or finders claiming to have dealt with Seller in connection with this Agreement or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and contemplated hereby. The indemnification obligations of Seller set forth in this Section 8.1.6 shall survive the compliance with terms Closing or the termination of this Agreement will not conflict with or, with or without notice or the passage for any reason for a period of time or both, result in a breach of any of the terms or provisions of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in one (1) year. 8.1.9 During the Original Title Commitment or disclosed in period commencing on the Existing Documents Closing Date and ending on the date that is one (as of 1) year after the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with Seller shall remain obligated for (i) any interest whatsoever in the Property post-closing prorations under Section 9 below and (maritalii) any indemnity claim to Buyer under this Agreement; provided, homesteadthat, prescriptive or otherwise), and no other signatures are required to make if Buyer gives Seller written notice of a claim under this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment on or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to before the expiration of such period, such covenant shall extend until the Inspection Period, Seller date such claim has made no commitments or representations been finally resolved as agreed to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged as determined by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations court of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqcompetent jurisdiction.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents and warrants to Buyer that Purchaser as to the following are matters, each of which is true and correct as of the Effective Date Date, and each of which shall be true and correct at as of the time date of Closing: i. . As used in this Section, the phrase "to Seller's knowledge" means Seller's actual, conscious knowledge, without duty of inquiry: (i) Seller is a limited partnership partnership, duly organized and organized, validly existing and in good standing under the laws of the State of TexasDelaware and, to the extent necessary, is in good standing and authorized qualified to transact conduct business in the State of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller Delaware and the performance by Seller of its obligations under this States in which the Properties are located. This Agreement have has been duly authorized, executed and validly authorized delivered by all necessary action on the part of Seller, is the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachmentsSeller, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending orand does not, to Seller’s 's knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has violate any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice provision of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument judicial order to which Seller is a party or by to which Seller or Seller’s property is boundsubject; (ii) Except as otherwise disclosed on attached and incorporated Schedule "1", Seller has received no written notice from any applicable governmental agency alleging a violation of any statute, ordinance, regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, code with respect to the Property contains no endangered species or endangered or protected habitats which violation has not been cured; (iii) Except as defined by applicable state otherwise disclosed on attached and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (incorporated Schedule "2) the Permitted Exceptions (as of the applicable Closing Date)", there are no parties with any interest whatsoever in the Property (maritalpending nor, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s 's knowledge, except as the same may be disclosed in the Existing Documents threatened matters of litigation, administrative action or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Propertyexamination, Seller has never used, generated, processed, stored, disposed of released, claim or discharged any Hazardous Substance on, under, about or in the vicinity of demand relating to the Property or transported it to or from Seller's interest in the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- Except as otherwise disclosed on attached and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them incorporated Schedule "3", there is no pending nor, to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS)Seller's knowledge, contemplated or threatened eminent domain, condemnation or other governmental taking or proceeding relating to the Property or any part thereof; 6 <PAGE> (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317)The Rent Roll is true, correct and complete in all material respects; (vi) defined as hazardous waste pursuant Seller has delivered to Section 1004 Purchaser true, correct and complete copies of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903)Leases, and including any amendments, extensions or modifications; (vii) defined as a hazardous substance pursuant To Seller's knowledge, there are no commissions or other fees payable with regard to Section 101 the execution of any of the Comprehensive Environmental Response Compensation Liability Act Leases or with regard to any renewals, extensions or expansions (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”whether due to options previously or hereafter exercised or separate negotiations). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.;

Seller. Seller hereby makes the following representations and warranties, and agrees to the following covenants and obligations for the benefit of Buyer, to the best of Seller’s actual knowledge: A. Except as specified herein, Seller shall not cause title to the Real Property to become further encumbered or clouded after the date of this Agreement without Buyer’s consent in its sole discretion. B. Seller warrants that there are no known, threatened or pending annexations, condemnations, or other proceedings or litigation against or affecting Seller or any part of the Real Property. C. Seller represents that neither the execution by it of this Agreement nor the consummation of this sale: will constitute a violation or breach by Seller of any contract or other instrument to which it is a party, or to which Seller is subject, or by which any of Seller’s assets or properties may be affected, or any judgment, order, writ, injunction or decree issued against or imposed upon Seller; or will result in a violation of any applicable law, order, rule or regulation of any governmental authority. D. Seller represents and warrants that the Real Property will not at the close of any escrow be encumbered by any obligation, written or oral, or recorded mechanic’s liens, to pay or reimburse any party for the design, analysis, engineering, testing, legal fees, or construction of improvements for the benefit of the Real Property, which Seller has incurred prior to the date of this Agreement and agrees properly to pay all consultants retained by Seller. E. If Buyer so requests, Seller shall terminate all tenancies and complete evictions of any tenants on the Real Property under lease, monthly rental agreements, rights of possession, or other claims by close of escrow. F. Seller has no knowledge of the location and nature of any underground storage activities, buried trash or foreign materials, disposal areas or other sites of this sort on the Real Property, whether these sites are visible from the surface of the land or not, that have not been disclosed to Buyer prior to execution hereof. G. Seller represents and warrants that it has not used, placed, stored, discharged or released any hazardous or toxic wastes or substances as defined or regulated under federal, state, or local laws (“Hazardous Substances”) on the Real Property nor, to the best of Seller’s knowledge, have any Hazardous Substances at any time been used, placed, stored, discharged, or released on the Real Property by any third party. Seller agrees Buyer or its agents or contractors may make all disclosures and file all reports which are required by law with respect to discovery of Hazardous Substances as a result of investigations conducted by Buyer, its agents or contractors. H. Seller represents and warrants to Buyer that the following are true Seller is not, and correct as of the Effective Date and shall will not be true and correct at the time of Closing:close of escrow, a foreign person as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and agrees prior to close of escrow to execute a non-foreign person affidavit. i. I. Seller represents and warrants that at close of escrow all property taxes for assessments due to prior agricultural use pursuant to NRS Chapter 361A shall be paid by Seller. J. Seller warrants and represents that at the close of escrow all fees, costs and expenses then due for permits and assessments required by a state or local government entity to satisfy requirements of the Project will be paid. K. Seller warrants and represents that it is a Nevada limited partnership duly organized and validly existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, liability company and has the requisite power legal power, right and authority to enter into this Agreement and perform its obligations hereunder;the instruments referenced herein, and to consummate the transaction contemplated hereby. iiL. All requisite action has been taken by Seller in connection with the entering into this Agreement, the instruments referenced herein, and the consummation of the transaction contemplated hereby. No consent of any partner, member, director, officer, shareholder, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party is required. M. The execution and delivery of individuals executing this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below instruments referenced herein on behalf of Seller is duly authorized have the legal power, right, and actual authority to execute this bind Seller to the terms and conditions hereof and thereof. N. This Agreement and all documents required hereby to bind the Seller; be executed by Seller are and this Agreement constitutes a legalshall be valid, valid legally binding obligations of and binding obligation of Seller enforceable against Seller in accordance with its their terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as O. The representations and warranties of the Effective Date (except as expressly Seller set forth in the Original Title Commitment or disclosed in the Existing Documents) this Agreement shall be true on and as of the applicable Closing Date (except close of escrow as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots if those representations and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder warranties were made on and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqtime.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller and Stanek, jointly and severally, hereby represents make the representations and warrants waxxxxxxes set forth in this Section 5 to the Buyer. Seller has delivered to the Buyer that the following are true and correct Schedules to this Agreement referred to in this Section 5 on the date hereof. Seller shall, from time to time through the Closing Date, advise Buyer as to any change, amendment or supplement to the Schedules which is necessary to reflect changes in the subject matter thereof occurring through the Closing Date. Only upon the acceptance thereof by the Buyer, in writing signed on behalf of the Effective Date and Buyer, shall any such change, amendment or supplement be true and correct at made to the time of Closing:appropriate Schedule. i. (a) The Seller is a limited partnership duly organized organized, validly existing, and validly existing in good standing under the laws of the State of TexasIllinois. Seller has no subsidiaries and owns no ownership interest, direct or indirect, in any other entity. (b) The Seller has all requisite power to own its properties and carry on the Business as it is in now being conducted. (c) The Seller has good standing and authorized marketable title to transact business all of the Assets, subject to no mortgages, security interests, liens, pledges, conditional sale agreements, or encumbrances of any nature whatsoever, except as set forth on SCHEDULE 5(C) attached hereto and incorporated herein. (d) Since December 31, 2000, there has not been: 1) any adverse change in the State Seller's financial condition, assets, liabilities, or business, including, to the knowledge of TexasSeller, changes to the markets it services, other than changes in the Ordinary Course of Business, except as otherwise has been disclosed on SCHEDULE 5(D)(1) attached hereto and incorporated herein; 2) any damage, destruction or loss, whether or not covered by insurance, which would adversely affect the Assets or the Business; 3) any amendment to the Seller's Certificate of Incorporation or Bylaws, or equivalent documents, or change to the character of its Business in any manner, except as otherwise has been disclosed on Schedule 5(d)(3) attached hereto and incorporated herein; 4) any agreements, commitments or transactions except in the Ordinary Course of Business; 5) except in the Ordinary Course of Business, any incurrence or assumption, whether directly or by way of any guarantee or otherwise, of any obligations or liabilities; + 6) except in the Ordinary Course of Business, any cancellation of debts, waiver of any claims or rights, or sale, transfer, or other disposal of any of the Assets; 7) disposal or lapse of any rights to the use of any intellectual property including without limitation any patents, copyrights, trademarks or service marks, or disposal of or disclosure to any person other than the Seller's employees or agents, any trade secret not theretofore a matter of public knowledge; 8) any grant of any increase in compensation or payment, or agreement to pay or accrue, any bonus, severance payment or like benefit to or for the credit of any director, officer, employee or other person, other than reasonable increases that fall due on employee's anniversaries of service; 9) any change in any accounting methods, principles or practices of the Seller; 10) to the knowledge of the Seller, any adverse change in relations with any customer or supplier; 11) any transaction, or any modification of or amendment to any contract, agreement, arrangement, or commitment, other than those in the Ordinary Course of Business; or 12) any agreement, whether in writing or otherwise, to take any action the performance of which would change the representations contained in this subparagraph 5(d) in the future so that any such representation would not be true in all material respects as of the Closing, except as disclosed on the Schedules as updated as of the Closing Date. (e) The Seller has the requisite power full and unrestricted power, authority and capacity to enter into this Agreement and perform the full and unrestricted power, authority and capacity to carry out the transactions contemplated hereby. This Agreement has been duly and validly executed by Seller, and this Agreement constitutes the legal, valid and binding agreement of the Seller, enforceable in accordance with its obligations hereunder;terms. ii(f) The Seller is not a party to nor in any way obligated under any contract or other agreement relating to, and there are no outstanding claims against Seller for the payment of, any broker's or finder's fee in connection with the origin, negotiation, execution, or performance of this Agreement. (g) There has been no default in any respect to, and the Seller is currently not in default under any contract, lease, agreement, commitment, or undertaking to which the Seller is a party or by which the Seller or the Assets are bound (excluding minor technical defaults), which default would have a material adverse affect on Seller or the Assets, nor has the Seller waived any material right under any such contract, lease, agreement, commitment, or undertaking. (h) Buyer is not assuming any liability associated with an activity which falls outside of the Ordinary Course of Business. (i) Seller is not infringing upon any patent, trademark, or copyright belonging to any other person, except as expressly set forth on SCHEDULE 5(I), attached hereto and incorporated herein. Further, no claim of infringement is presently pending, nor has any such claim been made against Seller with respect to Seller's Business during the past five (5) years except as set forth on SCHEDULE 5(I). (j) Seller has no financing arrangements, other than standard operating leases, which are not reflected in the Audited Balance Sheet and related statements of income, stockholders' equity and changes in cash flow. The standard operating leases include, but are not limited to, mailing equipment, message machines, fax machines, and vehicle leases, all of which are disclosed on SCHEDULE 5(J). (k) Except as set forth on SCHEDULE 5(K), no prior consent, approval or authorization of, or declaration, filing or registration with any party, domestic or foreign, is necessary in connection with the execution and delivery of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below performance of the obligations hereunder, or the consummation of the transactions contemplated hereby. Except as set forth on behalf SCHEDULE 5(K), neither the execution, delivery nor performance of Seller is duly authorized to execute this Agreement and in its entirety, nor the consummation of all of the transactions contemplated hereby will (i) violate (with or without the giving of notice or the passage of time), any law, order, writ, judgment, injunction, award, decree, rule, statute, ordinance or regulation applicable to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the PropertyAssets, and Seller has not filed(ii) be in conflict with, voluntarily result in a breach or involuntarilytermination of any provision of, for bankruptcy relief within cause the last year under the laws acceleration of the United States Bankruptcy Codematurity of any debt or obligation pursuant to, nor has constitute a default (or give rise to any petition for bankruptcy right of termination, cancellation or receivership been filed against Seller within acceleration, with or without the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending giving of notice or threatened condemnation or similar proceedings affecting the Propertypassage of time) under, or result in the creation of any part thereofsecurity interest, and there are no currently ongoing orlien, to Seller’s knowledge, pending litigation charge or other legal encumbrance upon the Assets or administrative claims affecting the Seller and/or the Propertypursuant to any terms, and Seller has not received notice conditions or provisions of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase ofnote, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreementlicense, instrument, judicial decreeindenture, court order or otherwise; vi. Seller has not received notice of any default under any notemortgage, deed of trust or other agreement or instrument related to understanding or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified restriction of any special assessmentskind or character, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which the Seller is a party or by which Seller any of the Assets are subject or Seller’s property is bound, (iii) give rise to any applicable regulation lien, charge or other encumbrance on any judgment, orderof the Assets, or decree (iv) conflict with or violate any provision of any court having jurisdiction over Seller the certificate of incorporation, bylaws or other equivalent documents of the Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly as set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Dateon SCHEDULE 5(K), there are no parties proceedings pending or threatened against the company, Seller or the Assets, at law or in equity or before or by any foreign, federal, state, municipal or other governmental court, department, commission, board, bureau, agency, instrumentality or other person, which may result in liability to the Buyer upon the consummation of the transactions contemplated hereby or which would prevent or delay such consummation. (l) Seller has provided the Buyer with any interest whatsoever in true and complete copies of the Property December Financial Statement, Seller's audited balance sheets as of December 31, 2000 (marital, homestead, prescriptive or otherwisethe "Audited Balance Sheet"), December 31, 1999, 1998, and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except 1997, unaudited balance sheet as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (of March 31, 2001, June 30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner2001, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. BuyerJuly 27, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law2001, and the Property is related statements of income, stockholders' equity and changes in cash flows for the years then ended. All of the foregoing balance sheets and the related statements of income, stockholders' equity and changes in cash flows of Seller are collectively referred to as "SMC Financial Statements." The SMC Financial Statements (including the related notes thereto) are true and accurate and present fairly the financial position of Seller, respectively, as of the dates thereof and the results of operations and changes in financial position of Seller for the periods then ended, each in conformity with GAAP. The accounting records underlying the SMC Financial Statements accurately and fairly reflect, in all material respects, the transactions of Seller. The December Financial Statement reflects only a list of assets being purchased and liabilities being assumed by Buyer, but does not include any assets or liabilities being retained by Seller. (m) Except as and to the extent (i) fully reflected or reserved against on the Audited Balance Sheet, including the notes thereto, (ii) for liabilities or obligations incurred in the Ordinary Course of Business consistent with past practice (both in nature and amount), or (iii) disclosed on SCHEDULE 5(M), the Seller has no liabilities or obligations of any “Superfund” list under any applicable Environmental Lawnature, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall meanincluding, without limitation, any material liabilities resulting from failure to comply with any apply law or substance which is regulation applicable to the Seller or any tax liabilities due or to become due and whether incurred in respect of or measured by the income or sales of the Assets for any period. (n) All trade accounts and trade notes receivable of the Seller are listed on SCHEDULE 5(N) and represent or will represent valid obligations arising from sales actually made in the Ordinary Course of Business, and are or will be current and collectible net of any reserve shown on the Audited Balance Sheet. (o) Except as disclosed on SCHEDULE 5(O), the inventory of the Seller consists of: (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” manufactured and purchased parts and finished goods, all of which are merchantable and fit for the purpose for which they were procured or “hazardous material” under manufactured, and for which the laws Seller has an inventory reserve which is adequate based on historical or regulations of the State of Texasexpected experience, and (ii) petroleum, (iii) asbestos, (iv) per- raw materials and polyfluoroalkyl substances (PFAS) supplies and goods in process which are fit for the purpose procured. (p) SCHEDULE 5(P) sets forth a group complete and accurate list of stable man-all of the distributors and dealers for the Seller's products indicating the specific product, existing contractual arrangements(whether written or oral, and whether or not legally binding or enforceable), with each such distributor or dealer and the volume of products distributed. True, correct and complete copies and/or descriptions of all existing dealer agreements for the Seller's products, whether oral or written, including any amendments or exceptions to such dealer agreements, have been delivered to the Buyer. The Seller has no knowledge that (and no knowledge of any facts which would form the basis for a belief that (a) any distributor, dealer, or customer representing more than three percent (3%) of any of the Seller's sales during the 12 month period ending May 31, 2001, or (b) any vendor representing more than three percent (3%) of any of the Seller's purchases during the 12 month period ending May 31, 2001, has notified the Seller, orally or in writing, that such distributor, dealer, vendor, or customer will not do business with the Purchaser on terms and conditions which are not materially less favorable than those upon which such distributor, dealer, vendor or customer did business with the Seller prior to the Closing. (q) Except as set forth on SCHEDULE 5(Q), there are no actions, suits, claims, investigations, reviews or other proceedings pending or, to the best knowledge of any of the Sellers, threatened against the Company or involving any of the Assets, at law or in equity or before or by any foreign, federal, state, municipal, or other governmental court, department, xxxxxxxxxx, xxxxx, xxxxxx, xxxxxx, Xxxxxxxxxxxx Authority, or other person, instrumentality, firm, corporation or other entity, or any board of arbitration or similar entity. (r) Seller has filed all tax returns that it was required to file. All such tax returns were correct and complete in all respects. All taxes owed by the Seller (whether or not shown on any tax return) have been paid. No claim has ever been made chemicals by an authority in a jurisdiction where the Seller does not file tax returns that allow them it is or may be subject to repel both water taxation by that jurisdiction. There are no security interests on any of the Assets that arose in connection with any failure (or alleged failure) to pay any tax. The Seller has withheld and oil paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholders or other third party. Neither the Seller nor any director or officer (or employee responsible for tax matters) of the Seller expects any authority to assess any additional taxes for any period for which tax returns have been filed. There is no dispute or claim concerning any tax liability of the Seller either (i) claimed or raised by any authority in writing or (ii) as to which the stockholders, directors or officers (or employees responsible for tax matters) of the Seller has knowledge based upon personal contacts with any agent of such authority. The Seller has delivered to the Buyer correct and complete copies of all tax returns including perfluorooctanoic acid federal income tax returns, examination reports and statements of deficiencies assessed against or agreed to by the Seller since December 31, 1997. (PFOAs) With respect to all employee benefit plans in which employees of the Seller participate the following are true and correct: 1) SCHEDULE 5(S)(I) lists each deferred compensation plan, bonus and incentive arrangement, stock option plan, restricted stock arrangement or plan, "cafeteria plan" as described in Section 125 of the Tax Code, severance agreement and any other "employee welfare benefit plan" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and perfluorooctanesulfonic acid each "employee pension benefit plan" (PFOS), (vas defined in Section 3(2) designated as a hazardous waste pursuant of ERISA) maintained by the Seller or to any commonly controlled entity within the meaning of Section 411 414(b) of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (viTax Code; or to which the Seller or any commonly controlled entity within the meaning of Section 414(b) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), Tax Code contributes or is required to contribute and (vii) defined as a hazardous substance pursuant to Section 101 sets forth the amount of any liability of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.Seller or any commonly controlled entity within the meaning of Section 414(b) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal Tax Code for contributions more than 30 days past due as of the applicable building permit application date hereof and related documents) and, upon completion of construction as of the residential dwellings, issuance end of certificates of occupancy and consummation of closings of any subsequent month ending prior to the Lots and residential dwellingsClosing Date.

Seller. Seller hereby represents and warrants to Buyer as of the date hereof that the following statements are true and correct as of the Effective Date and shall be true and correct at the time of Closingcomplete: i. (a) Seller is a limited partnership duly organized and organized, validly existing Colorado corporation in good standing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and Colorado. Seller has the all requisite power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder;, including the conveyance of the Properties to Buyer in accordance with this Agreement. ii. (b) The execution and delivery of this Agreement Agreement, the execution and delivery of all documents and instruments required to be executed and delivered by Seller Seller, and the performance by Seller consummation of its obligations under this Agreement the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this . (c) This Agreement constitutes a legalthe valid, valid legal and binding obligation of Seller and is enforceable against Seller in accordance with its terms. All instruments required hereunder to be executed and delivered by Seller constitute valid, legal and binding obligations of Seller enforceable against Seller in accordance with its their terms;. iii. There are no attachments(d) Seller's execution, executionsdelivery and performance of this Agreement does not and will not conflict with, violate or assignments for the benefit of creditors, result in any liability to Seller or voluntary or involuntary proceedings in bankruptcy or Buyer under any agreement governing Seller's business or affairs, including its Articles of Incorporation, by-laws or other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Propertygoverning documents, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation agreements or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument instruments to which Seller is may be a party or by which Seller or any of Seller’s property is 's properties are bound, any applicable Basic Document, or any law, administrative regulation or any judgment, rule or court order, judgment or decree applicable to Seller or to the Properties. (e) There are no bankruptcy, reorganization, or arrangement proceedings pending, being contemplated by or, to the best knowledge of Seller, threatened against Seller. (f) There is neither any claim, dispute, suit, action, investigation or other proceeding pending before any court or governmental agency, except as set forth on Exhibit "F", nor, to the best knowledge of Seller, threatened against Seller or any affiliate of Seller or any of the Properties which has or might result in the impairment or loss of Seller's title to any of the Properties or the value thereof or impede the operation of the Properties. (g) To the best of Seller's knowledge there exists no unrecorded document or agreement which may result in impairment or loss of Seller's ability to convey the Properties. (h) Seller warrants Defensible Title to the Properties against the claims and demands of all persons lawfully claiming the same by, through or under Seller but not otherwise; provided, however, Seller shall subrogate Buyer to any warranty claim which Seller may have against any third party, prior owner, vendor or assignor. (i) Seller has not directly or indirectly created, reserved or retained any recorded or unrecorded executory rights, overriding royalty interests, net profits interests or production payments in any of the Wellx xx the underlying Properties which would cause Buyer not to receive Defensible Title. (j) All ad valorem, property, production, excise, severance, and similar taxes and assessments based on or measured by the ownership of property or the production or removal of hydrocarbons or the receipt of proceeds therefrom on the Properties, and due and payable as of the date of this Agreement have been paid timely in all respects. (k) All gas imbalances affecting the Properties are imbalances between Seller and Buyer. Reconciliation of gas imbalances shall be handled as a post-closing adjustment to the Preliminary Purchase Price in accordance with Section 8.5. Exhibit "E" reflects the gas imbalances which Buyer believes exist on the Properties as of the date set forth therein, however, such imbalances have not been confirmed or agreed to by Seller as of the date of this Agreement. (l) All Wellx xxxch Seller operates have been, in all material respects, drilled, completed and operated in compliance with all Basic Documents, applicable rules, regulations, permits, judgments, orders and decrees of any court or the federal and state regulatory authorities having jurisdiction over Seller or Seller’s property;thereof. x. To Seller’s knowledge(m) The only gas purchase agreement in effect with respect to the Properties is that certain Letter of Intent, the Property contains no endangered species or endangered or protected habitats as defined by applicable state Gas Purchase and federal laws; xi. Except for Sale Agreement, Greater Wattenberg Area dated June 17, 1999 between North American Resources Company ("NARCO") and Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as Seller has obtained from NARCO a release of the Effective Date) or (2) Properties from the Permitted Exceptions (as dedication thereunder upon expiration and termination of the applicable Closing Date)Letter of Intent on June 30, there 2000. (n) Except as provided in those Leases from Union Pacific Resources Company ("UPRC") to Seller and as contained in that certain Exploration Agreement dated effective June 1, 1998 between UPRC and Seller, no person has any call upon, option to purchase or similar rights under any agreement with respect to the Properties or to the production therefrom which is not terminable within 30 days. (o) Seller has not in any respect collected any proceeds from the sale of hydrocarbons produced from the Properties which are no parties subject to refund. (p) Proceeds from the sale of oil, condensate and gas from the Properties are being received in all respects by Seller in a timely manner and are not being held in suspense for any reason. (q) The Basic Documents: (i) all are valid and legally binding obligations of Seller and are enforceable against Seller in accordance with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Sellertheir respective terms; xii. Except as disclosed (ii) Seller is not in the Original Title Commitment breach or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations default with respect to any Governmental Authorities of its obligations under any Basic Document or any adjoining regulations incorporated therein or surrounding property owner, which would governing same in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closingmaterial respect; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean(iii) all payments (including, without limitation, any material royalties, delay rentals, shut-in royalties, and joint interest or substance which is (iother billxxxx xxxer unit or operating agreements) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” due thereunder from Seller have been made or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, caused to be made by Seller; (iv) per- and polyfluoroalkyl substances to the best of Seller's knowledge no other party to any Basic Document (PFASor any successor in interest thereto) which are a group is in breach or default with respect to any of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), its obligations thereunder; (v) designated as neither Seller nor, to the best of Seller's knowledge, any other party to any Basic Document has given or threatened to give notice of any action to terminate, cancel, rescind or procure a hazardous waste pursuant to Section 411 judicial reformation of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) any Basic Document or any provision thereof; and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents Each of Brim, BPI and warrants to Buyer that the following are true BSL covenants on its own behalf and correct as not on behalf of the Effective Date other entity for the benefit of Purchaser as follows: a. Pre-Closing. Between the date hereof and shall be true and correct at the time Closing Date, except as contemplated by this Agreement or with the consent of ClosingPurchaser: i. Seller is a limited partnership duly organized Other than as set forth in Paragraph 4 it will satisfy and validly existing under discharge or cause to be satisfied and discharged all claims, liens, security interests, tenancies and encumbrances on Seller's Assets owned by it and on the laws of Pavilion Real Property, the State of TexasPavilion Improvements, is in good standing the Scottsdale Real Property and authorized to transact business in the State of Texas, and has Scottsdale Improvements (other than the requisite power and authority to enter into this Agreement and perform its obligations hereunderPermitted Encumbrances); ii. The execution and delivery of this Agreement by Seller It will file and/or cause the Pavilion Partnership and the performance Scottsdale Partnership to file all tax returns, reports and filings of any kind or nature required to be filed by Seller it or by such Partnership and will timely pay all taxes or other obligations which are due and payable by it with respect to the portion of the Seller's Assets owned by it; iii. It will not take or permit to be taken any action inconsistent with its obligations under this Agreement or which could hinder or delay the consummation of the transactions contemplated by this Agreement, and, in the case of Seller BSL, it will continue until the Closing to fulfill any obligations which it may have been duly and validly authorized by all necessary action on under the part of SellerMLK Lease, the person signing below on behalf MLK Subleases, the Scottsdale Management Agreement or the Pavilion Management Agreement and, in the case of Seller is duly authorized BPI, it will continue until Closing to execute this Agreement fulfill any obligations which it may have as the general partner of the Scottsdale Partnership and the Pavilion Partnership and will cause each such Partnership to bind continue until the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under Closing to fulfill any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year obligations which it may have under the laws of Airspace Lease, the United States Bankruptcy CodeMaster Lease, nor has any petition for bankruptcy or receivership been filed against Seller within the last yearPavilion Subleases and the Scottsdale Leases; iv. There are no currently ongoing orIn the case of Seller BSL, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting it will maintain in force the Propertyexisting hazard and liability insurance policies, or any part thereofcomparable coverage, for the MLK Real Property and there are no currently ongoing orthe MLK MOB as now in effect; and, in the case of Seller BPI, it will cause the Pavilion Partnership and the Scottsdale Partnership to Seller’s knowledgemaintain in force the existing hazard and liability insurance policies, pending litigation or other legal or administrative claims affecting Seller and/or comparable coverage, for the PropertyPavilion Real Property and Improvements and the Scottsdale Real Property and Improvements (by, if applicable, requiring performance by the Manager under the Pavilion Management Agreement and Seller has not received notice of any of the foregoingScottsdale Management Agreement). v. To Seller’s knowledgeIt will not enter into, as of or, if applicable, cause or permit the Effective Date (except as expressly set forth in Pavilion Partnership or the Original Title Commitment Scottsdale Partnership to enter into, any contract or disclosed in commitment affecting the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Seller's Assets owned by it except in the ordinary course of business and it will advise Purchaser of any contracts or commitments which it or either such Partnership enters, whether in the ordinary course of business or otherwise; vi. During normal business hours, (i) Seller BSL will provide Purchaser and its agents with access (in the company of a representative of Seller) on 24 hours notice to the MLK Real Property and the MLK MOB and at such times Seller BSL shall permit Purchaser to inspect the books and records and the physical and structural condition thereof; provided, however, that Purchaser's satisfaction therewith shall not be a condition to Purchaser's obligation to close the transaction provided for herein and (ii) Seller BPI, in its capacity as general Partner of the Pavilion Partnership and the Scottsdale Partnership, will provide Purchaser and its agents with access (in the company of a representative of Seller) on 24 hours notice to, as applicable, the Pavilion Real Property and Improvements and the Scottsdale Real Property and Improvements, and at such times Seller BPI shall permit Purchaser to inspect the books and records pertaining thereto and the physical and structural condition thereof; vii. It will timely pay or perform or cause to be paid or performed all obligations which are due and payable with respect to or that arise out of any contract or agreement binding upon the portion of the Seller's Assets owned by it including, without limitation, all such obligations or agreements of the Scottsdale Partnership or the Pavilion Partnership; viii. It will proceed with all due diligence to secure any consents which may be necessary for the sale of the Seller's Assets and, in the case of Seller BSL, for the assumption by Purchaser of the MLK Loan Documents; ix. Seller BSL and Seller BPI will provide Purchaser within ten (10) days after execution of this Agreement with copies of any appraisals, surveys, inspection and testing documentation or reports, including, but not limited to, as lesseesenvironmental reports, tenants at sufferance, structural report or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or geological reports which may be in its possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under MLK MOB and the laws or regulations of the State of TexasMLK Real Property, (ii) petroleum, the Pavilion Real Property and Improvements and (iii) asbestos, (iv) per- the Scottsdale Real Property and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqImprovements.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents and warrants to Buyer that makes the following are true representations and correct as of the Effective Date and shall be true and correct at the time of Closing: i. Seller is a limited partnership duly organized and validly existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texaswarranties, and has agrees to the requisite power following covenants and authority to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditorsBuyer, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither actual knowledge: A. Except as specified herein, Seller nor shall not cause title to the Real Property is to become further encumbered or clouded after the date of this Agreement without Buyer’s consent in violation of any ordinanceits sole discretion. B. Seller warrants that there are no known, regulationthreatened or pending annexations, lawcondemnations, or statute other proceedings or litigation against or affecting Seller or any part of any Governmental Authorities,the Real Property. ix. The C. Seller represents that neither the execution and delivery by it of this Agreement, Agreement nor the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement sale: will not conflict with or, with constitute a violation or without notice or the passage of time or both, result in a breach by Seller of any of the terms contract or provisions ofother instrument to which it is a party, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party subject, or by which Seller or any of Seller’s property is boundassets or properties may be affected, any applicable regulation or any judgment, order, writ, injunction or decree issued against or imposed upon Seller; or will result in a violation of any court having jurisdiction over applicable law, order, rule or regulation of any governmental authority. D. Seller represents and warrants that the Real Property will not at the close of any escrow be encumbered by any obligation, written or Selleroral, or recorded mechanic’s property; x. To Seller’s knowledgeliens, to pay or reimburse any party for the Property contains no endangered species design, analysis, engineering, testing, legal fees, or endangered or protected habitats as defined by applicable state and federal laws; xi. Except construction of improvements for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as benefit of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date)Real Property, there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by which Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days has incurred prior to the expiration date of this Agreement and agrees properly to pay all consultants retained by Seller. E. If Buyer so requests, Seller shall terminate all tenancies and complete evictions of any tenants on the Real Property under lease, monthly rental agreements, rights of possession, or other claims by close of escrow. F. Seller has no knowledge of the Inspection Periodlocation and nature of any underground storage activities, Seller has made no commitments buried trash or representations to any Governmental Authorities foreign materials, disposal areas or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences other sites of this sort on the Property and no such commitment will be made Real Property, whether these sites are visible from the surface of the land or not, that have not been disclosed to Buyer prior to the applicable Closing;execution hereof. xiii. Buyer, by virtue of the purchase of the Property will G. Seller represents and warrants that it has not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processedplaced, stored, disposed of releaseddischarged or released any hazardous or toxic wastes or substances as defined or regulated under federal, state, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, local laws (“Hazardous Material” shall meanSubstances”) on the Real Property nor, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.to

Seller. Seller hereby represents covenants and warrants to agrees with Buyer that the following are true and correct as of the Effective Date and shall be true and correct at the time of Closingfollows: i. Seller is a limited partnership duly organized and validly existing under 9.1.1. Between the laws date of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; iithe Closing Date, Seller shall not execute any contracts or agreements, any additional lease or sublease affecting the Golf Course Lease or the Real Property or amend, modify, renew, extend or terminate any of the Golf Course Lease or the Contracts or Permits (other than the renewal of month-to-month Contracts or Permits) in any respect without the prior written approval of Buyer, which approval may be withheld in Buyer's sole and absolute discretion. The execution and delivery Between the date of this Agreement and the Closing Date, Seller shall immediately give Buyer copies of all notices received by Seller and asserting any breach or default under the performance by Seller Golf Course Lease or the Contracts or any violation of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of SellerPermits or any covenants, conditions, restrictions, laws, statutes, rules, regulations or ordinances applicable to the Golf Course Lease, the person signing below on behalf Real Property or the Personal Property. Between the date of Seller is duly authorized to execute this Agreement and the Closing Date, Seller shall keep in force the existing property insurance. 9.1.2. Immediately after Seller receives notice that any Hazardous Substances may be present or any Release or threatened Release of Hazardous Substances may have occurred in, on or under the Real Property (or any nearby real property which could migrate to bind the Seller; Real Property) or that any violation of any Environmental Laws may have occurred at the Real Property, Seller shall give written notice thereof to Buyer with a reasonably detailed description of the event, occurrence or condition in question. Seller shall immediately furnish to Buyer copies of all written communications received by Seller from any person (including notices, complaints, claims or citations that any Release or threatened Release of any Hazardous Substances or any violation of any Environmental Laws has actually or allegedly occurred) or given by Seller to any person concerning any past or present Release or threatened Release of any Hazardous Substances in, on or under the Real Property (or any nearby real property which could migrate to the Real Property) or any past or present violation of any Environmental Laws at the Real Property. Seller makes no representation or warranty, and except as expressly provided in this Agreement constitutes a legalPARAGRAPH 9.1.2, valid incurs no covenant or obligation to Buyer regarding any hazardous substances that may be present or any release or threatened release of hazardous substances that may have occurred in, on or under the Real Property (or any nearby real property that could migrate to the Real Property) or any violation of any Environmental Laws that may have occurred at the Real Property. 9.1.3. Seller shall indemnify and binding obligation defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, arising from or based on any failure by Seller to perform all obligations of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, Golf Course Lease and the compliance with terms of this Agreement will not conflict with orContracts or the Permits before the Closing Date, with or without any breach, default or violation by Seller (or any event by Seller or condition which, after notice or the passage of time time, or both, result in would constitute a breach breach, default or violation by Seller) under this Agreement, the Golf Course Lease, the Contracts or the Permits that occurs before the Closing Date, or arising out of any Seller's acquisition of the terms Golf Course Lease and the Property from an entity that had defaulted on its obligations and had filed a Chapter 11 petition in Bankruptcy Court. 9.1.4. Except as otherwise provided herein, between the date of this Agreement and the Closing Date, Seller shall not in any manner sell, convey, assign, transfer, subdivide, partition, encumber or provisions ofotherwise dispose of the Real Property, or constitute a default underthe Golf Course Lease, any agreementthe Contracts, indenturethe Permits, mortgage, loan agreement, or instrument the Bonds under the Trust Indenture to which Seller is a party party, or any part thereof or interest therein, and Seller may sell, convey, assign, transfer or otherwise dispose of the Personal Property only in the ordinary course of business. 9.1.5. Seller shall indemnify, pay and hold harmless Buyer, and its respective shareholders, directors, officers, employees, agents, attorneys, successors and assigns, against all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, which any of them may incur or sustain as a result of any action or claim or cause of action or proceeding instituted by any agent, broker or finder, licensed or otherwise, claiming through, under or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as reason of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation conduct of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents (a) Pardus is a limited liability company duly organized, validly existing, and warrants to Buyer that in good standing under the following are true and correct as Laws of the Effective Date State of Delaware. Pardus has all requisite power and shall be true authority to carry on its business as now conducted. Pardus is duly licensed or qualified to do business as a foreign limited liability company and correct at is in good standing in each jurisdiction in which such qualification is required by Law for Pardus to own and, as applicable, operate the time of Closing:Properties it owns that are located in such jurisdiction. i. Seller (b) Pardus Operating, LP is a limited partnership duly organized organized, validly existing, and validly existing in good standing under the laws Laws of the State of Texas. Pardus Operating, is in good standing and authorized to transact business in the State of Texas, and LP has the all requisite power and authority to carry on its business as now conducted. Pardus Operating, LP is duly licensed or qualified to do business as a foreign limited partnership and is in good standing in each jurisdiction in which such qualification is required by Law for Pardus Operating, LP to own and, as applicable, operate the Properties it owns that are located in such jurisdiction. (c) Pardus Operating GP is a limited liability company duly organized, validly existing, and in good standing under the Laws of the State of Texas. Pardus Operating GP has all requisite power and authority to carry on its business as now conducted. Pardus Operating GP is duly licensed or qualified to do business as a foreign limited liability company and is in good standing in each jurisdiction in which such qualification is required by Law for Pardus Operating GP to own and, as applicable, operate the Properties it owns that are located in such jurisdiction. (d) Such Subject Seller has the power to enter into and perform this Agreement (and perform its obligations hereunder;all documents required to be executed and delivered by such Subject Seller at Closing) and to consummate the transactions contemplated by this Agreement (and such documents). ii. (e) The execution execution, delivery, and delivery performance of this Agreement (and all documents required to be executed and delivered by such Subject Seller at Closing), and the performance by Seller consummation of its obligations under this Agreement the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of such Subject Seller. This Agreement has been duly executed and delivered by such Subject Seller (and all documents required to be executed and delivered by such Subject Seller at Closing shall be duly executed and delivered by such Subject Seller), the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legalconstitutes, and at the Closing such documents shall constitute, the valid and binding obligation obligations of Seller such Subject Seller, enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in their terms except as such enforceability may be limited by applicable bankruptcy or under any other applicable debtor relief laws pending orsimilar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (f) The execution, to delivery and performance of this Agreement by such Subject Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of transactions contemplated by this Agreement will do not conflict (i) violate any provision of the certificate of incorporation or formation or the limited liability company agreement or limited partnership agreement or bylaws, as applicable, of such Subject Seller, (ii) result in a default (with or, with or without due notice or the passage lapse of time or both, result in a breach ) or the creation of any lien or encumbrance or give rise to any right of the terms or provisions oftermination, cancellation, or constitute a default underacceleration under any material note, any agreementbond, mortgage, indenture, mortgage, loan agreement, or other financing instrument to which such Subject Seller is a party or by which Seller or Seller’s property it is bound, any applicable regulation or (iii) violate any judgment, order, ruling, or decree of applicable to such Subject Seller as a party in interest, or (iv) violate any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by Laws applicable state and federal laws; xi. Except for to such Subject Seller, and parties with rights expressly set forth except any matters described in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, clauses (ii) petroleum), (iii) asbestos), or (iv) per- and polyfluoroalkyl substances (PFAS) above which are would not have a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqMaterial Adverse Effect.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. As of the date of this Agreement, Seller hereby represents and warrants to Buyer that Purchaser as follows: 1. Seller is the following are true sole owner of and correct as has good title to the Accounts to be Sold free and clear of all liens, encumbrances or adverse claims of any kind or character and is not subject to any offset, counterclaim or defense of any kind; 2. Each of the Effective Date and shall Accounts to be true and correct at the time of Closing: i. Seller is Sold represents a limited partnership duly organized and validly existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller a bona fide Cardholder, enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws delivered to Purchaser all documents and records necessary to enable Purchaser to legally enforce all terms of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last yearAccounts to be Sold; iv3. There are no currently ongoing or, The Accounts to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Propertybe Sold, or any part a substantial portion thereof, are not subject to or bound by any agreement between Seller and there are no currently ongoing or, to Seller’s knowledge, pending litigation a governmental agency or court of law or other legal party with authority over Seller that may impair Purchaser’s full ownership and administrative rights or administrative claims affecting Seller and/or the Property, and create additional responsibilities for Purchaser with respect to such Accounts; 4. Seller has not received notice of previously assigned the Accounts to be Sold and has no contractual or other obligation to sell or otherwise transfer the Accounts or the indebtedness thereunder to any other party; 5. Each of the foregoing.Accounts to be Sold, and all documents provided to Cardholders in connection with the Accounts, are legal and enforceable in accordance with their terms, and comply with all applicable Requirements of Law; v. To Seller’s knowledge, as of 6. All information provided to Purchaser by Seller with respect to the Effective Date Accounts to be Sold (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession information concerning the overall quality and aging of the Property (except as noted in the Title Documents or as required Accounts to develop the Lots be Sold and to obtain Final Plat): (C) Other than Buyer hereunderinformation concerning rewards programs, Seller has not granted any option, contractAccount terms, or other product features or benefits) was true and correct on the date furnished, and Seller has no updated information which would make any previously provided information materially misleading or incorrect or which would make the Accounts to be Sold materially less valuable than they would appear to be on Seller’s records; and 7. Subject to the Requirements of Law, none of the Cardholder Agreements applicable to the Accounts to be Sold contain terms that cannot be changed by Purchaser and none of the Accounts to be Sold is subject to an agreement with respect to the purchase ofa third party, sale ofincluding, or any interest in or to the Property or any portion thereof or any interest thereinwithout limitation, except for any backup offers permitted under this Agreement, if anya third party providing Account Benefits, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxxlimit Purchaser’s ability to construct single family residences on change the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue terms of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed Account in the Existing Documents or in any environmental site assessment report obtained manner and timing established by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqPurchaser.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents covenants and warrants agrees with Buyer as follows: (a) Seller shall use reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Seller in section 5.1 hereof to be true and correct on and as of the Closing Date. At the Closing on the Closing Date, Seller shall execute and deliver to Buyer a Seller's Closing Certificate ("Seller's Closing Certificate") in the form of Exhibit I attached hereto, certifying to Buyer that the following all such representations and warranties are true and correct as of the Effective Date and shall be true and correct at the time of Closing: i. Seller is a limited partnership duly organized and validly existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date, with only such exceptions therein as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date which would make any such representation or warranty untrue or incorrect on and as of the Closing Date. (except b) Seller shall indemnify and defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, that may be suffered or incurred by Buyer if any representation or warranty made by Seller in section 5.1 hereof or in Seller's Closing Certificate was untrue or incorrect in any material respect when made or that may be caused by any material breach by Seller of any such representation or warranty. The foregoing indemnification covenant shall survive the Closing for as expressly set forth long as Seller is liable for a breach of any such representation or warranty. (c) Seller shall use reasonable efforts, in good faith and with diligence, to obtain an Estoppel Certificate (the "Sublease Estoppel Certificate") substantially in the Permitted Exceptions): form of Exhibit J attached hereto executed by the City and to deliver the Sublease Estoppel Certificate to Buyer before the Closing Date. (Ad) There are no parties in possession of any portion If the purchase and sale of the Property includingis completed in accordance with this Agreement, but Seller shall pay the commission due Colliers International in accordance with the separate written agreement between Seller and such real estate broker. (e) From the date of this Agreement through the Closing Date, (i) Seller shall not limited tomarket the Property to others or enter into any other agreement to sell the Property and (ii) Seller shall not execute any agreements (except the agreements described in sections 7.1 and 7.2 hereof) that will affect the Property after the Closing Date. (f) From the date of this Agreement until the Closing Date, Seller shall (i) maintain in force insurance policies with coverages and amounts substantially the same in all material respects as lesseesthe insurance policies carried by Seller on the date of this Agreement, tenants at sufferance(ii) cooperate with Buyer in reasonable ways, without incurring any significant expense, to obtain land use approvals for the development of the Real Property by Buyer, (iii) comply in all material respects EXHIBIT O with laws or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right governmental regulations applicable to Seller relating to the use or possession of the Real Property (except in substantially the same manner as noted in the Title Documents Seller complied with such laws or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect governmental regulations prior to the purchase of, sale of, or any interest date of this Agreement and maintain the Real Property in or substantially the same manner as Seller maintained the Real Property prior to the Property date of this Agreement, (iv) not transfer or any portion thereof assign the Permits, the Agreements, the Plans and Specifications or the Sublease, or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or further encumber the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS)way, (v) designated as a hazardous waste pursuant to Section 411 perform all material obligations of Seller, and comply in material respects with all requirements of Seller, under the Federal Water Pollution Control Act (33 U.S.C. § 1317)Permits, the Agreements and the Sublease, and (vi) defined as hazardous waste pursuant give notice to Section 1004 Buyer reasonably promptly after Seller discovers any fact or circumstance that would make any representation and warranty made by Seller in section 5.1 hereof untrue or incorrect in any material respect or that would cause Seller to materially default in the performance of any material covenant to be performed by Seller under this Agreement. (g) Seller shall use reasonable efforts, in good faith and with diligence, to obtain an Estoppel Certificate (the Federal Resource Conservation Recovery Act "Development Agreement Estoppel Certificate") substantially in the form of Exhibit K attached hereto executed by the City and to deliver the Development Agreement Estoppel Certificate to Buyer on or before the Closing Date. (42 U.S.C. § 1601 et seq.h) On the Closing Date, Seller shall pay to the City the amount of two million dollars ($2,000,000) (42 U.S.C. § 6903), and (viithe "$2,000,000 Payment") defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters Section 1.3 of record and have been approved by all applicable Governmental Authoritiesthe Amendment to Development Agreement. xvi. At (i) On the ClosingClosing Date, Seller has completed shall donate to the Development Work except for City the Post Completion Work amount of one million three hundred thousand dollars ($1,300,000) (the "$1,300,000 Donation") in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading Section 1.4 of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellingsAmendment to Development Agreement.

Seller. Seller hereby represents covenants and warrants agrees with Buyer as follows: (a) Seller shall use reasonable efforts, in good faith and with diligence, to cause all of the representations and warranties made by Seller in section 5.1 hereof to be true and correct on and as of the Closing Date. At the Closing on the Closing Date, Seller shall execute and deliver to Buyer a Seller's Closing Certificate ("Seller's Closing Certificate") in the form of Exhibit D attached hereto, certifying to Buyer that the following all such representations and warranties are true and correct on and as of the Effective Date and shall be true and correct at Closing Date, with only such exceptions therein as are necessary to reflect facts or circumstances arising between the time date of Closing: i. Seller is a limited partnership duly organized and validly existing under the laws of the State of Texas, is in good standing and authorized to transact business in the State of Texas, and has the requisite power and authority to enter into this Agreement and perform its obligations hereunder;the Closing Date which would make any such representation or warranty untrue or incorrect on and as of the Closing Date. ii. The execution (b) Seller shall indemnify and delivery defend Buyer against and hold Buyer harmless from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees and disbursements, that may be suffered or incurred by Buyer if any representation or warranty made by Seller in section 5.1 hereof or in Seller's Closing Certificate was untrue or incorrect in any respect when made or that may be caused by any breach by Seller of any such representation or warranty. (c) Between the date of this Agreement by Seller and the performance by Closing Date or earlier termination of this Agreement, Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under shall (i) not enter into any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws new lease of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, Property or any part thereof, and there are no currently ongoing orshall give Buyer notice of any amendment of the Lease, to Seller’s knowledge, pending litigation (ii) not enter into any service agreements or other legal third party agreements that will survive the Closing and be binding on Buyer, except for ordinary service agreement on customary terms which shall be terminable on not more than thirty (30) days' notice without penalty; and (iii) maintain or administrative claims affecting cause to be maintained in effect property and liability insurance on the Property to the extent required to be maintained by Seller and/or in accordance with the Lease. (d) Between the date of this Agreement and the Closing Date or earlier termination of this Agreement, Seller shall, at Buyer's sole cost, provide reasonable cooperation to Buyer in connection with Buyer's efforts to obtain governmental, quasi-governmental and third-party approvals, as Buyer may deem appropriate to enable Buyer after the Closing to develop the Property, construct improvements thereon and operate its business from the Property ("Buyer's Development Efforts"); provided that, (i) Seller has shall not received notice become liable to any governmental entity or other third party in any respect by reason of Buyer's Development Efforts or Seller's cooperation therewith and Buyer shall indemnify, defend and hold Seller harmless from and against any such liability, (ii) if the Closing does not occur for any reason, Buyer shall, on Seller's request, take all steps necessary to reverse the effects of any of Buyer's Development Efforts, including withdrawing any applications and canceling any permits or approvals, and (iii) Buyer shall, promptly upon demand, reimburse Seller for any costs or expenses incurred by Seller in connection with or relating to Buyer's Development Efforts or Seller's cooperation therewith, including any attorneys' or consultants' fees. Notwithstanding the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of Buyer shall not take any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement action with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest thereinin furtherance of Buyer's Development Efforts if, except for any backup offers permitted under this Agreementin Seller's reasonable judgment, if any, that are expressly subordinate such action could reasonably be expected to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens have a detrimental effect on the Property created by value or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections utility of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. The representations and warranties of Sellers in this section 5.1, in the closing documents to be delivered by it hereunder and in each Seller’s Closing Certificate (as hereinafter defined) are a material inducement for Buyer to enter into this Agreement. Buyer would not purchase the Property from any Seller hereby such Seller’s Property without such representations and warranties of such Seller. The representations and warranties in this section 5.1 and in each Seller’s Closing Certificate shall survive the Closing for only nine (9) months after the Closing Date (as applicable, the “Survival Period”), at which time such representations and warranties shall terminate, except as to claims of breach of such representations and warranties delivered to such Seller prior thereto. Each Seller represents and warrants to Buyer that the following are true and correct as of the Effective Date date of this Agreement with respect only to itself and shall be true and correct at the time of Closingits Property as follows: i. (a) Seller is a limited partnership liability company duly organized and formed, validly existing and in good standing under the laws of the State of Texas, Delaware. Seller is qualified to do business and is in good standing and authorized to transact business in the State of Texas, and Washington. Seller has the requisite full power and authority to enter into this Agreement and to perform its obligations this Agreement and each closing document to be delivered by it hereunder; ii. The execution execution, delivery and delivery performance of this Agreement and each closing document by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf and all required consents or approvals have been duly obtained. Each of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes closing documents is a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms; iii, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. There are no attachmentsThe execution, executionsdelivery and performance by Seller of this Agreement and each closing document will not conflict with or result in any violation of Seller’s organizational documents, conflict with or result in any violation of any provision of any contract to which Seller is a party, or assignments for the benefit of creditorsby which Seller’s Property is bound, or voluntary violate any existing term or involuntary proceedings in bankruptcy provision of any order, writ, judgment, injunction, decree, statute, law, rule, or under any other regulation applicable debtor relief laws pending or, to Seller or its assets. (b) The Leases applicable to Seller’s knowledge, threatened against Seller or Real Property are accurately described in the Lease List for Seller’s Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, The Leases applicable to Seller’s knowledgeReal Property are in full force and effect and have not been amended, pending modified or threatened condemnation or similar proceedings affecting waived except as shown in the PropertyLease List. Other than the Leases, or Seller is not currently a party to any part thereofother leases, and there are no currently ongoing or, to Seller’s knowledge, pending litigation licenses or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement similar occupancy agreements with respect to the purchase ofleasing or occupancy of the Property. The security deposits held by (or other security or credit enhancements benefitting) Seller under the Leases applicable to Seller’s Real Property are correctly set forth in Exhibit J attached hereto (including the designation of the type of enhancement of each, sale ofe.g., cash security deposit, letter of credit) and Seller is holding the amount required to be held by it under the applicable Lease, and except as set forth in Exhibit J, has not withdrawn or taken any interest in amount of the security deposit or to the Property drawn against any other security or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vicredit enhancements. Seller has not received written notice that it is in default in the performance of any material covenant to be performed by the landlord under the Leases applicable to Seller’s Real Property or that any tenant has any material claims or offsets against Seller pursuant to the Leases applicable to Seller’s Real Property. Seller has not given written notice of a default on the part of any default tenant under any note, deed of trust or other agreement or instrument related its Lease applicable to or encumbering the Seller’s Real Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will not conflict with orthere are no events that have occurred which, with or without notice or the passage of time or the giving of notice or both, result in a breach would cause an event of default by landlord or any tenant under the Leases. Seller has provided Buyer with true, accurate and complete copies of the terms or provisions ofLeases in Seller’s possession applicable to Seller’s Real Property as the same are currently in effect. Except as set forth on Schedule 5.1(b), Seller has not received written notice from a tenant (i) exercising its audit right under its Lease, which audit has not been completed, or constitute (ii) making a default underclaim pursuant to any such audit that has not been fully resolved and settled with the applicable tenant. (c) The Contracts applicable to Seller’s Real Property are accurately described on Exhibit D attached hereto. The list of Contracts applicable to Seller’s Real Property on Exhibit D is a complete and accurate list of all the contracts, agreements, warranties and guaranties affecting the Seller’s Real Property or any agreementportion thereof. Other than the Contracts, indenture, mortgage, loan agreement, there are no contracts or instrument agreements to which Seller is a party or by which Seller it is bound relating to construction, architectural services, parking, maintenance or other supplies or services, management, leasing or brokerage services, or any equipment leases, that are currently in effect and will be in effect after Closing. The Contracts applicable to Seller’s property is boundReal Property have not been amended, any applicable regulation modified or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. waived except as shown on Exhibit D. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth Seller has not received written notice that it is in (1) the Original Title Commitment or disclosed default in the Existing Documents (as performance of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required material covenant to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed be performed by Seller under the Contracts applicable to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with BxxxxSeller’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xivReal Property. To Seller’s knowledge, except there is no material default on the part of any counterparty under its Contract applicable to Seller’s Real Property. To Seller’s knowledge, Seller has provided Buyer with true, accurate and complete copies of the Contracts in Seller’s possession applicable to Seller’s Real Property as the same may be are currently in effect. (d) To Seller’s knowledge, no underground storage tanks of any kind are located in, on or under Seller’s Real Property. Except as set forth in any other environmental reports provided to Buyer or as otherwise disclosed in the Existing Documents Seller Diligence Documents, to Seller’s knowledge, Seller has not received written notice that Seller or Seller’s Property currently is in violation of any Environmental Laws. (e) Except as set forth on Schedule 5.1, Seller has received no written notice, and has no knowledge, that there is any litigation, arbitration or other legal or administrative suit, action or proceeding pending or threatened against Seller or relating to Seller’s Real Property or any part thereof. Seller has received no written notice, and otherwise has no knowledge, that there is any general plan, land use or zoning action or proceeding, or general or special assessment action or proceeding, or condemnation or eminent domain action or proceeding pending or threatened with respect to Seller’s Real Property or any part thereof. Seller has not filed or been the subject of any filing of a petition under any federal or state bankruptcy or insolvency laws or for the reorganization of debtors. (f) Seller has received no written notice that Seller’s Property or the current use and operation thereof violate any applicable federal, state or municipal law, statute, code, ordinance, rule or regulation, except with respect to such violations as have been fully cured, prior to the date hereof, and otherwise Seller has no knowledge, that Seller’s Property or the current use and operation thereof violate any applicable federal, state or municipal law, statute, code, ordinance, rule or regulation in any environmental site assessment report obtained by Buyer during material respect, except with respect to such violations as have been fully cured, prior to the Inspection Period date hereof. Except as set forth on Schedule 5.1(f), there are no tax appeals currently pending with respect to any of the Seller’s Real Property (g) Other than as set forth on Exhibit 5.1(g)(1) hereto, there are no tenant improvement, free rent or other unexpired and/or outstanding obligations in the nature of tenant inducements or monetary concessions under any of the Leases applicable to Seller’s Real Property. Other than as set forth on Exhibit 5.1(g)(1), all brokerage and similar fees which are currently due with respect to any Lease applicable to Seller’s Real Property, or which otherwise are to be paid in connection with its due diligence inspections respect to the current terms of the PropertyLeases, have been paid in full. (h) Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or is not a “foreign person” as defined in the vicinity Section 1445 of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental LawInternal Revenue Code of 1986, as amended, and the Property is not on Income Tax Regulations thereunder. (i) Except for Eastdil Secured (“Broker”), no Seller or any “Superfund” list under of its officers, directors or employees, to the extent applicable, has employed or made any applicable Environmental Lawagreement with any broker, nor is it subject finder or similar agent or any person or firm which will result in the obligation of Buyer or any of its affiliates to pay any lien related to any environmental matter. As used finder’s fee, brokerage fees or commissions or similar payment in connection with transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, “Hazardous Material” the foregoing representation shall meansurvive the Closing for a period of twelve (12) months. (j) Seller and, without limitationto Seller’s actual knowledge, any material each person or substance which entity owning an interest in Seller is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under not currently identified on the laws or regulations Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the State of TexasTreasury (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, and (ii) petroleumnot a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States, and (iii) asbestosnot an “Embargoed Person.” To Seller’s actual knowledge, none of the funds or other assets of Seller constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOSas hereinafter defined), and no Embargoed Person has any interest of any nature whatsoever in Seller (v) designated as a hazardous waste pursuant whether directly or indirectly). The term “Embargoed Person” means any person, entity or government subject to Section 411 of trade restrictions under U.S. law, including but not limited to, the Federal Water Pollution Control Act (33 International Emergency Economic Powers Act, 50 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 §1701 et seq.) (42 , The Trading with the Enemy Act, 50 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 App. 1 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellingsany Executive Orders or regulations promulgated thereunder.

Seller. The representations and warranties of Seller hereby in this section 5.1 and in Seller’s Closing Certificate (defined below) are a material inducement for Buyer to enter into this Agreement. Buyer would not purchase the Property from Seller without such representations and warranties of Seller. Such representations and warranties shall survive the Closing for a period of eighteen (18) months after the Closing Date (the “Survival Period”), at which time such representations and warranties shall terminate. Except as disclosed on Schedule 5 attached hereto, Seller represents and warrants to Buyer that the following are true and correct as of the Effective Date and shall be true and correct at the time date of Closing:this Agreement as set forth below in this section 5.1. i. (a) Seller is a limited partnership corporation, duly organized and formed, validly existing and in good standing under the laws of the State of Texas, California. Seller is duly qualified to do business and is in good standing and authorized to transact business in the State of Texas, and Arizona. Seller has the requisite full power and authority to enter into this Agreement and to perform its obligations hereunder; iithis Agreement. The execution execution, delivery and delivery performance of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller and all required consents or approvals have been duly obtained. This Agreement is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms;, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or(b) Except as set forth on Schedule 5 attached hereto, to Seller’s knowledge, threatened against Seller has received no written notice, citation or other claim alleging any violation of any law, statute, rule, regulation, ordinance, covenant, condition or restriction relating to the Real Property, or any proposed condemnation or exercise of eminent domain proposed or pending with respect to the Real Property. (c) To Seller’s knowledge and except for office and janitorial supplies typically used in class A office buildings, and except as set forth in the documents set forth on Schedule 4: no Hazardous Materials are present in, on or under the Real Property, and Seller has not filedthere is no present Release or threatened Release of any Hazardous Material in, voluntarily on or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; ivReal Property. There are no currently ongoing or, to To Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting no underground storage tanks of any kind are located in the Real Property, or any part thereof, and there are no currently ongoing or, to . To Seller’s knowledge, pending litigation or other legal or administrative claims affecting the operation and use of the Real Property is in material compliance with applicable Environmental Law. (d) The Lease is the only agreement between Seller and/or and any third parties with respect to the occupancy of the Property, and Seller has not received notice of any of the foregoing. v. . To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as Date, no written notice of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party default has been granted given or obtained any license, lease, easement or other right relating to use or possession of received under the Property Lease. (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (Ce) Other than Buyer hereunderTo Seller’s knowledge, Seller has not granted received no written notice that there is any optionlitigation, contract, arbitration or other agreement with respect legal or administrative suit, action or proceeding pending against Seller relating to the purchase of, sale of, or any interest in or to the Real Property or any portion part thereof that would materially affect the value of the Real Property or any interest therein, except for any backup offers permitted under Seller’s ability to transfer the Real Property as contemplated by this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified received no written notice that there is any general plan, land use or zoning action or proceeding, or general or special assessment action or proceeding, or condemnation or eminent domain action or proceeding pending with respect to the Real Property or any part thereof. (f) The list of any special assessments, levies or taxes imposed or to be imposed Service Contracts described in Schedule 3 attached hereto is a complete list of all of the Service Contracts affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xivdate hereof. To Seller’s knowledge, except as of the same may be disclosed Effective Date, no written notice of default has been given or received under any of the Service Contracts. (g) To Seller’s knowledge, Seller has not been the subject of any filing of a petition under the Federal Bankruptcy Law or any federal or state insolvency laws or laws for composition of indebtedness or for the reorganization of debtors. (h) Seller is not a “foreign person” as defined in section 1445 of the Existing Documents Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder. (i) Seller has not dealt with any real estate broker or in any environmental site assessment report obtained by Buyer during the Inspection Period finder in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity sale of the Property to Buyer or transported it to or from the Property; and no use by this Agreement. (j) To Seller’s knowledge, Seller or others has occurred which violates or has been alleged by is not withholding any party to violate any applicable Environmental Law, and adverse information about the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matterfrom Buyer. As used in this Agreementherein, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous wasteto Seller’s knowledge,” “extremely hazardous waste,to the knowledge of Seller” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under and similar phrases shall mean to the laws or regulations current actual knowledge of the State of TexasXx. Xxx Xxxxx, Mr. Xxxxxx Xxxxxxxxx (ii) petroleum, (iii) asbestos, (iv) per- President and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903CEO), and Mr. R. Xxxxxxx Xxxxxx (viiVice President Finance and CFO) defined as a hazardous substance pursuant to Section 101 only, without duty of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seqindependent investigation or inquiry.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. The representations and warranties of Seller hereby in this section 5.1 and in Seller's Closing Certificate (as hereinafter defined) are a material inducement for Buyer to enter into this Agreement. Buyer would not purchase the Property from Seller without such representations and warranties of Seller. Such representations and warranties shall survive the Closing for only one hundred eighty (180) days after the Closing Date, at which time such representations and warranties shall terminate. Seller represents and warrants to Buyer that the following are true and correct as of the Effective Date and shall be true and correct at the time date of Closingthis Agreement as follows: i. (a) Seller is a limited partnership corporation duly incorporated and organized and validly existing and in good standing under the laws of the State of Texas, Maryland. Seller is duly qualified to do business and is in good standing and authorized to transact business in the State of Texas, and Colorado. Seller has the requisite full corporate power and authority to enter into this Agreement and to perform its obligations hereunder; iithis Agreement. The execution execution, delivery and delivery performance of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller and all required consents or approvals have been duly obtained. This Agreement is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller Seller, enforceable against Seller in accordance with its terms;, subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting the rights of creditors generally. iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws (b) The copy of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Lease delivered by Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereofBuyer is a complete and accurate copy, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or amendments thereto other legal or administrative claims affecting Seller and/or the Property, and than amendments of which Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) provided Buyer with a complete and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): (A) There are no parties in possession of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, or trespassers; (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xiiaccurate copy. Except as disclosed to Seller in writing, to the current actual knowledge of Seller, Seller is not materially in default in the Original Title Commitment performance of any material covenant to be performed by the landlord under the Lease and the Tenant under the Lease has no material claims or disclosed by offsets against Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior pursuant to the expiration Lease. (c) Seller is not a "foreign person" as defined in section 1445 of the Inspection PeriodInternal Revenue Code of 1986, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Lawamended, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seqIncome Tax Regulations thereunder.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.

Seller. Seller hereby represents and warrants to Buyer that the following are true and correct as (a) All of the Effective Date representations and warranties of the Seller contained in Section 3.1 above shall be true and correct survive the Closing hereunder (unless Buyer knew or had reason to know of any misrepresentation or breach of warranty at the time of Closing:) and continue in full force and effect for a period of two (2) years thereafter. i. (b) In the event Seller is breaches any of its representations, warranties, and covenants contained herein and, provided that Buyer makes a limited partnership duly organized written claim for indemnification against the Seller, disclosing in reasonable detail the basis therefore, within the survival period, Seller shall indemnify, defend and validly existing under hold harmless Buyer, its Affiliates and their directors, employees and agents from and against all Losses (but excluding any Losses suffered after the laws end of any applicable survival period or resulting from acts or omissions of Buyer) caused proximately by the breach. (c) Seller shall also indemnify, defend and hold harmless Buyer, its Affiliates and their directors, employees and agents from and against Seller's Allocable Portion of all Losses caused proximately by any third party claims asserted in writing against Buyer within two (2) year following the Closing Date which arise out of any liability of Sandhill (other than with respect to any guaranty of indebtedness of Sandhill which Buyer assumes or enters into upon consummation of the State Transaction) incurred prior to the Closing Date, but excluding from the foregoing any Losses either resulting from conditions or issues of Texaswhich Buyer was aware prior to the Closing Date or resulting from acts or omissions of Buyer. (d) Notwithstanding anything to the contrary herein, is in good standing and authorized to transact business in the State case of Texasindemnification otherwise required from Seller under Section 6.1(b) or (c), and has the requisite power and authority Seller shall have no obligation to enter into this Agreement and perform its obligations hereunder; ii. The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations under this Agreement have been duly and validly authorized by all necessary action on the part of Seller, the person signing below on behalf of Seller is duly authorized to execute this Agreement and to bind the Seller; and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms; iii. There are no attachments, executions, or assignments for the benefit of creditors, or voluntary or involuntary proceedings in bankruptcy or under any other applicable debtor relief laws pending or, to Seller’s knowledge, threatened against Seller or the Property, and Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the laws of the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against Seller within the last year; iv. There are no currently ongoing or, to Seller’s knowledge, pending or threatened condemnation or similar proceedings affecting the Property, or any part thereof, and there are no currently ongoing or, to Seller’s knowledge, pending litigation or other legal or administrative claims affecting Seller and/or the Property, and Seller has not received notice of any of the foregoing. v. To Seller’s knowledge, as of the Effective Date (except as expressly set forth in the Original Title Commitment or disclosed in the Existing Documents) and as of the applicable Closing Date (except as expressly set forth in the Permitted Exceptions): indemnify Buyer (A) There are no parties until Buyer has suffered Losses by reason of all such breaches and third party claims in possession excess of any portion of the Property including, but not limited to, as lessees, tenants at sufferance, a $150,000 aggregate deductible (after which point Seller will be obligated only to indemnify Buyer from and against further such Losses) or trespassers; thereafter (B) No party has been granted or obtained any license, lease, easement or other right relating to use or possession of the Property (except as noted in the Title Documents or as required to develop the Lots and to obtain Final Plat): (C) Other than Buyer hereunder, Seller has not granted any option, contract, or other agreement with respect to the purchase of, sale of, or any interest in or extent the Losses Buyer has suffered by reason of all such breaches and third party claims exceed a Two Million Two Hundred Thousand Dollar ($2,200,000) aggregate ceiling (after which point Seller will have no obligation to the Property or any portion thereof or any interest therein, except for any backup offers permitted under this Agreement, if any, that are expressly subordinate to Bxxxx’s rights hereunder indemnify Buyer from and which shall not be binding on Buyer or the Property following Closing; and (D) There are no other restrictions or burdens on the Property created by or under any agreement, instrument, judicial decree, court order or otherwise; vi. Seller has not received notice of any default under any note, deed of trust or other agreement or instrument related to or encumbering the Property that has not been cured, and to Seller’s knowledge Seller is not in default under any note, deed of trust or other agreement or instrument related to or encumbering the Property; vii. To Seller’s knowledge, except as set forth in the Existing Documents, (A) Seller has not been notified of any special assessments, levies or taxes imposed or to be imposed affecting the Property and is not aware of any action regarding the potential formation of any district or authority impugned to so assess a tax or levy; and (B) the Property has not been, and is not being, taxed under any agricultural or special use valuation; viii. Seller has not received any notice of any violation of any ordinance, regulation, law, or statute of any Governmental Authorities, for which against further such violation has not been corrected in accordance with all applicable ordinances, regulations, laws and statutes, and to the best of Seller’s knowledge neither Seller nor the Property is in violation of any ordinance, regulation, law, or statute of any Governmental Authorities, ix. The execution and delivery of this Agreement, the consummation of the transaction herein contemplated, and the compliance with terms of this Agreement will 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 of, or constitute a default under, any agreement, indenture, mortgage, loan agreement, or instrument to which Seller is a party or by which Seller or Seller’s property is bound, any applicable regulation or any judgment, order, or decree of any court having jurisdiction over Seller or Seller’s property; x. To Seller’s knowledge, the Property contains no endangered species or endangered or protected habitats as defined by applicable state and federal laws; xi. Except for Seller, and parties with rights expressly set forth in (1) the Original Title Commitment or disclosed in the Existing Documents (as of the Effective Date) or (2) the Permitted Exceptions (as of the applicable Closing Date), there are no parties with any interest whatsoever in the Property (marital, homestead, prescriptive or otherwise), and no other signatures are required to make this Agreement fully enforceable by Buyer against Seller; xii. Except as disclosed in the Original Title Commitment or disclosed by Seller to Buyer in the Existing Documents or otherwise disclosed by Seller to Buyer in writing at least thirty (30) days prior to the expiration of the Inspection Period, Seller has made no commitments or representations to any Governmental Authorities or any adjoining or surrounding property owner, which would in any way be binding on Buyer or would interfere with Bxxxx’s ability to construct single family residences on the Property and no such commitment will be made prior to the applicable Closing; xiii. Buyer, by virtue of the purchase of the Property will not be required to satisfy any obligation of Seller other than those expressly assumed by Buyer pursuant to this Agreement; and xiv. To Seller’s knowledge, except as the same may be disclosed in the Existing Documents or in any environmental site assessment report obtained by Buyer during the Inspection Period in connection with its due diligence inspections of the Property, Seller has never used, generated, processed, stored, disposed of released, or discharged any Hazardous Substance on, under, about or in the vicinity of the Property or transported it to or from the Property; and no use by Seller or others has occurred which violates or has been alleged by any party to violate any applicable Environmental Law, and the Property is not on any “Superfund” list under any applicable Environmental Law, nor is it subject to any lien related to any environmental matter. As used in this Agreement, “Hazardous Material” shall mean, without limitation, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under the laws or regulations of the State of Texas, (ii) petroleum, (iii) asbestos, (iv) per- and polyfluoroalkyl substances (PFAS) which are a group of stable man-made chemicals that allow them to repel both water and oil including perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), (v) designated as a hazardous waste pursuant to Section 411 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (vi) defined as hazardous waste pursuant to Section 1004 of the Federal Resource Conservation Recovery Act (42 U.S.C. § 1601 et seq.) (42 U.S.C. § 6903), and (vii) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response Compensation Liability Act (42 U.S.C. § 9601 et seq.) and all environmental laws under the State of Texas (collectively, “Environmental Laws”Losses). xv. At the Closing, all Development Plans for the applicable Section have been prepared in accordance with all Governmental Requirements and matters of record and have been approved by all applicable Governmental Authorities. xvi. At the Closing, Seller has completed the Development Work except for the Post Completion Work in accordance with the Development Plans and all Governmental Requirements and matters of record, and the Lots are “finished” building sites ready for the immediate issuance of building permits and the construction of residential dwellings (subject only to Buyer’s final grading of the Lots and payment of building permit fees and the submittal of the applicable building permit application and related documents) and, upon completion of construction of the residential dwellings, issuance of certificates of occupancy and consummation of closings of the Lots and residential dwellings.