PURCHASE AND SALE AGREEMENT BETWEEN 300 PARK STREET, LLC AS SELLER AND MAG CAPITAL PARTNERS ACQUISITION, LLC OR ASSIGNS AS PURCHASER DATED MAY 3, 2024 1 PURCHASE AND SALE AGREEMENT 300 Park Street, South Paris, ME 04281 This Purchase and Sale...
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PURCHASE AND SALE AGREEMENT BETWEEN 000 XXXX XXXXXX, LLC AS SELLER AND MAG CAPITAL PARTNERS ACQUISITION, LLC OR ASSIGNS AS PURCHASER DATED MAY 3, 2024 1 PURCHASE AND SALE AGREEMENT 000 Xxxx Xxxxxx, Xxxxx Xxxxx, XX 00000 This Purchase and Sale Agreement (this “Agreement”) is made and entered into by and between Purchaser and Seller. RECITALS A. Defined terms are indicated by initial capital letters. Defined terms shall have the meaning set forth herein, whether or not such terms are used before or after the definitions are set forth. B. Seller is the fee title owner to the Real Property (described below). C. 000 Xxxx Xxxxxx, LLC, a Delaware limited liability company (“Seller”) currently owns certain real property and an affiliate, Tenant (defined below) operates a business at the Real Property, known as KBS Builders, Inc. (the “Business”). D. Purchaser desires to purchase the Property and Seller desires to sell the Property, all upon the terms and conditions set forth in this Agreement. E. Contemporaneously with the Closing (as defined herein), Purchaser desires to lease the Property to Tenant and Seller agrees that it can and will cause Tenant to lease from Purchaser the Property, pursuant to a Lease attached hereto, which will be executed on and commence on the Closing Date. NOW, THEREFORE, in consideration of the mutual terms, provisions, covenants and agreements set forth herein, as well as the sums to be paid by Purchaser to Seller, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Purchaser and Seller agree as follows: ARTICLE 1 BASIC INFORMATION 1.1 Certain Basic Terms. The following defined terms shall have the meanings set forth below: 1.1.1 Seller: 300 Park Street, LLC, a Delaware limited liability company 1.1.2 Purchaser and Landlord: MAG Capital Partners Acquisition LLC, or assigns. 1.1.3 Purchase Price: $6,100,000.00 1.1.4 Xxxxxxx Money: $25,000.00 (the “Xxxxxxx Money”), including interest thereon, to be deposited in accordance with Section 3.1. 1.1.5 Title Company: Chicago Title Insurance Company 000 X. Xxxxxxxx Xx, Xxxxx 000, Xxx Xxxxxxx, XX 00000, Attn.: Xxxxxx Xxxxx, E-mail: Xxxxxx.Xxxxx@xxx.xxx. 2 1.1.6 Broker: Xxxxxxxx Asset Group, Inc. and Gi Capital Group (collectively “Buyer Broker”) and Stream Capital Partners (“Seller Broker”). 1.1.7 Effective Date: The date on which this Agreement is executed by the latter to sign of Purchaser or Seller, as indicated on the signature page of this Agreement (or as provided by DocuSign, if this Agreement is so executed). If the execution date is left blank by either Purchaser or Seller, the Effective Date shall be the execution date inserted by the other party. 1.1.8 Property Information Delivery Date: The date which is two (2) Business Days after the Effective Date. 1.1.9 Title and Survey Review Period: Thirty (30) days after the Effective Date. 1.1.10 Inspection Period: Thirty (30) days after the Effective Date. 1.1.11 Closing Date: On or before fifteen (15) days following the close of the Inspection Period. 1.2 Closing Costs. Closing costs shall be allocated and paid as follows: COST RESPONSIBLE PARTY Title Commitment required to be delivered pursuant to Section 5.1 Seller Premium for extended form Title Policy required to be delivered pursuant to Section 5.3, any inspection fee charged by the Title Company, tax certificates, municipal and utility lien certificates, and any other Title Company charges, along with additional endorsements to the Title Policy Seller Survey Purchaser Recording fees Seller Any escrow fee charged by Title Company for holding the Xxxxxxx Money or conducting the Closing Seller ½ Purchaser ½ Real estate sales commission to Broker Seller Phase I Environmental Assessment dated no earlier than the Effective Date by a firm reasonably acceptable to Purchaser Purchaser Transfer taxes and/or fees Seller 1.3 Notice Addresses: 3 Seller: 000 Xxxx Xxxxxx, LLC 00 Xxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 Attention: Star Equity Holdings, Inc. E-Mail: xxxxx@xxxxxxxxxx.xxx Copies to: Xxxxxxx Xxxxxxxx One Canal Plaza, PO Box 426 Portland, Maine 04112 Attention: Xxxxxxxx X. Xxx Xxxxx: xxxx@xxxxxxxxxxxxxxx.xxx Purchaser: MAG Capital Partners Acquisition, LLC Parkland Hall at Old Parkland 0000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Copies to: Xxxxxxx XxXxxxxxx Xxxxxxxxxx PC 000 X 00xx Xxxxx, Xxxxx 000 Xxxxxx Xxxx, XX 00000 Email: xxxxxxxxxx@xxxxxxxxxx.xxx 1.4 Lease: That certain Net Lease Agreement dated as of the Closing Date, for the lease of the Real Property, by and between KBS Builders, Inc., a Delaware corporation (“Tenant”) as tenant and Purchaser as landlord, in the form attached hereto as Exhibit C (the “Lease”), which Lease requires the posting of a security deposit in the amount of $73,254.00 (last month’s rent payment under the Lease), by Tenant or Seller at Closing (the “Security Deposit”), and which Lease is further secured by that certain Guaranty, provided by Star Equity Holdings, Inc. (“Guarantor”) in the form attached hereto as Exhibit D (the “Guaranty”). ARTICLE 2 PROPERTY 2.1 Property. Subject to the terms and conditions of this Agreement, Xxxxxx agrees to sell to Purchaser, and Xxxxxxxxx agrees to purchase from Seller, the following property (collectively, the “Property”): 2.1.1 Real Property. The land described in Exhibit A hereto (the “Land”), together with (a) all improvements located thereon (“Improvements”), (b) including, without limitation, all mineral and water rights (if any), all utility rights, all right, title and interest of Seller, if any, in and to the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anywise appertaining thereto, and (c) without warranty, all right, title, and interest of Seller, if any, in and to all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining the Land (collectively, the “Real Property”). The address for the Real Property is 000 Xxxx Xxxxxx, Xxxxx Xxxxx, XX 00000. The Improvements shall not include Tenant’s Trade Fixtures even if such fixtures are attached to the real property, but the Improvements shall include all cranes affixed to the Real Property (the “Cranes”), which are agreed not to be Trade Fixtures. A list of Tenant’s Trade Fixtures is attached hereto as Exhibit B (the “Trade Fixtures”), which shall be deemed to include replacements and additions thereto. 2.1.2 Reserved.
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SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT IN WITNESS WHEREOF, the patties hereto have executed this Agreement on the day and year written below. SELLER: 000 Xxxx Xxxxxx, LLC, a Delaware limited liability company By: ___________________________ Name: Xxxxx Xxxxx Title: President Date executed by Seller: May 3, 2024 PURCHASER: MAG Capital Partners Acquisition, LLC By: MAG Capital Partners, LLC, its sole member /s/ Dax X.X. Xxxxxxxx Name: Dax X.X. Xxxxxxxx Title: President Date executed by Purchaser: __________________, 2024 The Tenant hereby joins in the Agreement, for the purposes of acknowledging and agreeing to Sections 9.1, 9.3, and 10.2 hereof: TENANT: KBS Builders, Inc., A Delaware corporation By: _/s/ Xxxxxxxx Xxxxxxx________ Name: Xxxxxxxx Xxxxxxx Title: President