AGREEMENT OF PURCHASE AND SALE

between

as Purchaser

and

as Seller

Dated ,

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made and entered into as of the day of , (the “Effective Date”) by and between (“Purchaser”), and (“Seller”).

WITNESSETH:

WHEREAS, Seller is the fee simple owner of the Property (as defined in Section 1 below); and

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, allof Seller’s fee interest in and to the Property, upon the terms and conditions hereinafter stated;

NOW, THEREFORE, for and in consideration of the mutual covenants and promises hereinafter set forth, the parties hereto do hereby mutually covenant and agree as follows:

Section 1. Agreement to Purchase and Sell. Purchaser agrees to purchase and Seller agrees to sell, subject to and upon the terms and conditions hereinafter set forth, the following-described property (collectively, referred to herein as the “Property”):

(a) The approximately acre parcel of land located in County, Nebraska, and more particularly described on Exhibit A attached to this Agreement and made part of this Agreement together with (i) all strips, gores, easements, rights of way, reservations, privileges, licenses, appurtenances and other rights and benefits, if any, pertaining to or accruing to the benefit of such land; (ii) all riparian and other water rights, if any, in and to such land; (iii) rights to lands underlying any adjacent roads, and other tenements, hereditaments and appurtenances and (iv) all of Seller’s rights in and to all general intangible rights pertaining to the ownership and/or operation of the land; and (collectively, the “Land”).

(b) All improvements located on the Land, if any, together with all fixtures, facilities, systems and installations owned by Seller therein (collectively, the “Improvements”) subject to the Permitted Exceptions (as defined herein).

Section 2. Purchase Price. The purchase price to be paid by Purchaser to Seller for the Property shall be Dollars ($ ) per acre, for an aggregate purchase price of Dollars ($ ), subject to adjustment based on the actual gross acreage determined pursuant to the Survey (as defined in Section 4(e)) (the “Purchase Price”). Within five (5) business days after the full execution of this Agreement, Purchaser shall deposit the sum of Dollars ($ ) with Escrow Agent (as defined herein), as “Earnest Money” to be held, distributed or applied as provided herein. On or before the Closing Date, the balance of the Purchase Price shall be deposited by Purchaser by bank wire of same-day funds with Title Insurance Company, , Attn: (the “Escrow Agent”), subject to all prorations and adjustments as set forth in this Agreement, and paid to Seller at Closing.

Section 3. Due Diligence and Inspection.

(a) As soon as practicable following the Effective Date, Seller shall deliver to Purchaser the following:

(i) an owner’s title insurance commitment (the “Commitment”), together with copies of all instruments shown by the Commitment as title exceptions (the “Title Exception Documents”) with respect to the Property issued by the Escrow Agent;

(ii) Copies of any surveys or site plans of the Property in the possession of, or developed by, Seller;

(iii) Copies of any leases, license agreements or other occupancy agreements affecting the Property (the “Leases”);

(iv) Copies of any licenses, permits, and pending applications to governmental entities with respect to the Property; and

(v) All studies of geotechnical and soil conditions, compaction and environmental conditions of the Property, including without limitation, environmental reports and reports regarding the condition of any buildings and structures on the Property.

(b) Upon the Effective Date, Purchaser shall have the right to obtain a Phase I environmental site assessment for the Land (collectively, the “Environmental Audit”).

(c) The materials referred to in subsections Sections 3(a) and 3(b), together with the Survey, are hereinafter collectively referred to as the “Due Diligence Materials.” The date upon which the last of the Due Diligence Materials are delivered to Purchaser is referred to herein as the “Delivery Date.” For purposes of this Agreement, if Purchaser does not order the Environmental Audit referenced in Section 3(b) above within thirty (30) days of the Effective Date, such item shall not be considered in determining when the Delivery Date shall have occurred.

(d) From and after the Effective Date until the Closing, upon reasonable notice, Purchaser and Purchaser’s representatives, architects, engineers, consultants and agents shall be permitted to conduct reasonable inspections of the Property, at Purchaser’s sole cost and expense, including but not limited to tests, borings, surveys, studies, inspections, investigations and interviews of persons familiar with the Property and to evaluate the Property, applicable land use laws and requirements, availability of tax and other economic incentives and credits, economic feasibility of Purchaser’s proposed development of the Property, and whether the Property may be lawfully rezoned (if necessary) for Purchaser’s intended development; provided, that Purchaser shall not conduct any invasive testing of the Land without Seller’s prior written consent, which will not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Purchaser shall have a period of time commencing on the Effective Date and continuing until 5:00 p.m. (Central Time) on the date that is seventy-five (75)

days after the Delivery Date (the “Inspection Period”) within which to determine whether the Property and the transaction contemplated by this Agreement are acceptable to Purchaser in Purchaser’s sole and absolute discretion. Purchaser shall have the right to extend the Inspection Period for one (1) additional sixty(60) day period (the “Extended Inspection Period”) (which Extended Inspection Period shall be subject to early termination by Purchaser as set forth below) by giving written notice of such 60-day extension to Seller on or before 5:00 p.m. local Omaha time on the last day of the original Inspection Period, provided that, if the last day of the Inspection Period is a weekend or holiday, the day for giving such notice shall be extended until the next business day. Purchaser may, at its option, terminate the Extended Inspection Period at any time prior to the expiration of the Extended Inspection Period upon written notice to Seller. Any termination of the Extended Inspection Period shall not constitute a termination of this Agreement unless expressly so stated by Purchaser in a termination notice to Seller. If Purchaser’s investigations of the Property and review of the Due Diligence Materials reveals any matters which would make the Property or the transaction contemplated by this Agreement unacceptable to Purchaser, in Purchaser’s sole and absolute discretion, Purchaser may terminate this Agreement by delivering written notice of such termination to Seller prior to the expiration of the Inspection Period or Extended Inspection Period, as applicable. In the event of a termination pursuant to this Section 3(d), the Earnest Money shall be released to Purchaser and Purchaser and Seller shall be relieved and discharged of any further liability or obligation under this Agreement except for obligations which expressly survive termination.

Section 4. Title Work.

(a) During the Inspection Period, Purchaser shall review the Commitment, the Title Exception Documents and Survey (as defined in Section 4(e) below) (collectively, the “Title Work”) and may provide Seller with a detailed written notice prior to the expiration of the Inspection Period, which contains Purchaser’s objections to any of the matters reflected in the Title Work. If Purchaser shall timely provide Seller with any such objection to matters reflected in the Title Work, Seller shall have the option (but not the obligation) to remove or cure any such matters to which Purchaser has objected at or prior to Closing.

(b) If Seller shall fail or refuse to remove or cure any such matters to which Purchaser has objected at or prior to Closing, then Purchaser shall have the right to (i) waive such objections and proceed with Closing, or (ii) terminate this Agreement by providing written notice to Seller of such termination. In the event of such termination, the Earnest Money shall be released to Purchaser and neither party shall have any further rights or obligations under this Agreement except for obligations which expressly survive termination.

(c) Notwithstanding anything to the contrary in this Agreement, Seller shall be obligated to release all monetary liens or judgments encumbering the Property (other than non-delinquent taxes and assessments) and terminate all existing tenancies or rights of possession of the Property, if any, at or prior to Closing. At or concurrent with Closing, title to the Property shall be subject to only the following (collectively, "Permitted Exceptions"): (i) all matters (excluding monetary liens or judgments and tenancies or rights to possession of the

Property) that are set forth in the Title Work which are not timely objected to in writing or are otherwise deemed to have been approved or accepted by Purchaser under the terms of this Agreement, and (ii) liens for non-delinquent ad valorem taxes for the tax period in which Closing occurs.

(d) If any of the Title Work is amended or updated to reflect new or additional items, then Purchaser will have until the later of the Closing Date or seven (7) days after its receipt of the amended Title Work (including legible and complete copies of all new exceptions or requirements to the Commitment) to deliver Purchaser’s objections to any new matter. If Purchaser fails to deliver objections to any amended Title Work within the period provided herein, then Purchaser shall be deemed to have waived any objection to any new exceptions or requirements contained therein; provided, however, that any new matter consisting of a lien, encumbrance or encroachment shall be deemed automatically objected to by Purchaser and Purchaser shall not be deemed to have waived any objections to such new matter(s).

(e) Plat and Survey . Seller shall, prior to Closing, cause the Property to be platted in order to permit Seller to convey the Property to Purchaser. Seller shall bear all costs associated with the Plat, including, but not limited to, the cost of any survey, professional engineering services, filing fees and other costs and fees associated with, a condition to or otherwise due and payable to any state, county or local authority in connection with the Plat (including, but not limited to, recording fees, preliminary and final platting fees, arterial and street improvement program fees, park fees, watershed management fees, sewer fees, and any other fees due in connection with or at the time of approval or recording of the plat of the Property), and legal services necessary in order to accomplish the Plat. Seller shall also, as part of the Plat, provide to Purchaser a survey (the “Survey”) of the Property. The Survey shall be prepared by a surveyor registered and licensed in the State of Nebraska, shall be certified to Purchaser, Purchaser’s lender and the Title Company in a form reasonably satisfactory to each of them, and shall meet the standards set forth in the “2016 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys” as adopted by the American Land Title Association and the National Society of Professional Surveyors.

Section 5. Closing. Subject to the provisions of this Agreement, the closing of the purchase and sale transaction contemplated by this Agreement (the “Closing”) shall occur on the date (the "Closing Date") which is then (10) days following the later of the expiration of the Inspection Period or satisfaction or waiver of the conditions to Closing set forth in Section 7 below, in the offices of the Escrow Agent, unless another time or place of Closing is mutually agreed by Seller and Purchaser in writing. Seller shall deliver possession of the Property to Purchaser at Closing.

Section 6. Closing Documents.

(a) At Closing, Seller shall execute, acknowledge (if applicable) and deliver the following documents to the Escrow Agent (collectively, the “Seller’s Closing Documents”):

(i) A special warranty deed (the “Deed”), conveying marketable title in fee simple to the Property to Purchaser free and clear of liens and encumbrances, but subject to the Permitted Exceptions;

(ii) A “non-foreign” affidavit reasonable acceptable to Purchaser and the Escrow Agent;

(iii) An owner's affidavit in the form reasonably required by Escrow Agent;

(iv) Any real estate transfer declaration required by the state, county and municipality in which the Property is located;

(v) Evidence of Seller's capacity and authority for the Closing of this transaction;

(vi) A closing statement showing the Purchase Price and any adjustments thereto; and

(vii) All other Seller documents necessary to close this transaction in accordance with the terms of this Agreement and such other documents as are required by the Commitment or the Escrow Agent to be furnished by Seller.

(b) At Closing, Purchaser shall deliver the Purchase Price, and shall execute, acknowledge (if applicable) and deliver the following documents to the Escrow Agent (collectively, the “Purchaser’s Closing Documents”):

(i) A closing statement showing the Purchase Price and any adjustments thereto; and

(ii) Evidence of Purchaser's capacity and authority for the Closing of this transaction.

(iii) All other Purchaser documents necessary to close this transaction in accordance with the terms of this Agreement and such other documents as are required by the Commitment or the Escrow Agent to be furnished by Purchaser.

Section 7. Conditions to the Closing.

(a) Purchaser shall not be obligated to close the purchase and sale transaction contemplated by this Agreement until all of the following conditions have been satisfied or waived:

(i) Seller shall have executed, acknowledged and delivered Seller’s Closing Documents to the Escrow Agent;

(ii) The Escrow Agent shall have issued to Purchaser an irrevocable commitment or pro forma policy for the issuance of an owner’s policy of title insurance for the Property (the "Title Policy"), insuring title to the Property in the name of Purchaser in an amount equal to the Purchase Price and containing only Permitted Exceptions and otherwise consistent with the Commitment;

(iii) All representations, warranties and covenants of Seller set forth herein shall have been true and correct in all material respects when made and as of the Closing Date;

(iv) Any Leases, if any, which encumber the Property, shall have been terminated by Seller prior to the Closing Date;

(v) Purchaser shall have received evidence, which is reasonably satisfactory to Purchaser and the Escrow Agent, authorizing the sale of the Property by Seller;

(vi) Seller shall have platted the Property as required herein such that the Property is a separate and distinct tax parcel; and

(vii) All conditions and contingencies to Purchaser’s obligations to close have been satisfied or waived by Purchaser.

(b) Seller shall not be obligated to close until all of the following conditions have been waived by Seller or satisfied:

(i) Purchaser shall have delivered the Purchase Price to the Escrow Agent;

(ii) Purchaser shall have executed, acknowledged and delivered Purchaser’s Closing Documents to the Escrow Agent; and

(iii) All representations, warranties and covenants of Purchaser set forth herein shall have been true and correct in all material respects when made and as of the Closing Date.

Section 8. Prorations. All obligations with respect to the Property attributable to days preceding the Closing Date shall be allocated to Seller and all obligations with respect to the Property which are attributable to days from and after the Closing Date (including the Closing Date) shall be allocated to Purchaser. Without limitation upon the foregoing, the following items shall be adjusted or prorated between Seller and Purchaser as set forth below:

(a) Ad valorem real property taxes relating to the Property for the calendar year in which the Closing occurs shall be prorated between Seller and Purchaser as of the Closing Date in accordance with local custom, based upon taxes actually paid by Seller if Seller has paid such taxes prior to Closing, and otherwise upon the ad valorem taxes for the year of Closing. If the actual amount of taxes for the calendar year in which the Closing occurs is not known as of the Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the Property for the calendar year immediately preceding the calendar year in which the Closing occurs.

(b) All other assessments affecting the Property, if any, which have been assessed prior to Closing, shall be paid by Seller prior to the Closing Date.

Section 9. Condemnation. Seller agrees to give Purchaser prompt notice of any actual or threatened taking or condemnation of all or any portion of the Property. If, prior to the Closing, there

shall occur a taking or condemnation of all or any portion of the Property, Purchaser shall have the right to terminate this Agreement by written notice delivered to Seller within ten (10) days after Purchaser has received notice from Seller of that event, in which event the Earnest Money shall be released to Purchaser. If Purchaser does not so timely elect to terminate this Agreement, then the Closing shall take place as provided herein; provided, Seller shall assign to Purchaser at the Closing all interest of Seller in and to any condemnation awards which may be payable to Seller on account of that event.

Section 10. Representations of Seller. Seller represents and warrants to and covenants with Purchaser as follows:

(a) Seller is the fee simple owner of the Property. The Property is free of encumbrances except for the Permitted Exceptions.

(b) Seller has all the requisite power, authority and capacity to own and operate the Property, to enter into this Agreement and to carry out the transactions contemplated hereby.

(c) There are no other contracts for the sale of the Property, or options to purchase, rights of first offer, rights of first refusal or other instruments, which affect or relate to the Property and would require Seller to convey all or a portion of the Property.

(d) Seller has received no written notice of, and to Seller's actual knowledge there are no actions or proceedings pending with respect to the Property and no actions or proceedings pending against Seller, which in any way materially and adversely affects the Property, or Seller’s ability to perform under this Agreement, as the case may be.

(e) Seller has received no written notice from any governmental authority of any proposed condemnation of any portion of the Property.

(f) Seller has received no written notice of, and to Seller’s actual knowledge, there are no liens for governmental or private improvements or special assessments, which are either pending levy or are currently levied against the Property or any portion thereof.

(g) Seller has received no notice of, and to Seller’s actual knowledge, there are no mechanic’s, materialmen’s or other liens currently filed against the Property or any portion thereof.

(h) To Seller’s actual knowledge, the Property is in material compliance with Environmental Law (as hereinafter defined), and Seller has not received any written notice of violation issued pursuant to any Environmental Law with respect to the Property or any use or condition thereof. For purposes of this Agreement, the term “Environmental Law” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., the Resource Conversation and Recovery Act of 1976, 42U.S.C. Section 6901, et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., The Hazardous Materials Transportation Act, as amended, 49 U.S.C.§ 1801, et seq., The Federal Water Pollution Control Act, as amended, 33 U.S.C.§ 1251, et seq., as said laws have been supplemented or amended to date, the

regulations promulgated pursuant to said laws and any other federal, state or local law, statute, rule, regulation or ordinance which regulates or proscribes the use, storage, disposal, presence, cleanup, transportation or release or threatened release into the environment of any Hazardous Substance. The term “Hazardous Substance” means any substance which is (i) designated, defined, classified or regulated as a hazardous substance, hazardous material, hazardous waste, pollutant or contaminant under any Environmental Law, (ii) petroleum hydrocarbon, including crude oil or any fraction thereof and all petroleum products, (iii) PCBs, (iv) lead, (v) asbestos, (vi) flammable explosives,(vii) infectious materials, (viii) toxic mold, or (ix) radioactive materials.

(i) Seller has not, to its actual knowledge, engaged in any Environmental Activity (as hereinafter defined) respecting the Property in material violation of any applicable Environmental Law. For purposes of this Agreement, “Environmental Activity” means any actual, proposed or threatened storage, holding, existence, release, emission, discharge, generation, processing, abatement, removal, disposition, handling or transportation of any Hazardous Substance from, under, into or on the Property or otherwise relating to the Property or the use of the Property, or any other activity or occurrence that causes or would cause any such event to exist.

Section 11. Representations of Purchaser. Purchaser represents and warrants to and covenants with Seller as follows:

(a) There are no actions, proceedings or investigations pending involving Purchaser which question the validity of this Agreement or adversely affect Purchaser’s ability to consummate the transactions contemplated by this Agreement.

(b) The execution, delivery and performance by Purchaser of this Agreement will not violate, or constitute a default under, any provision of Purchaser’s partnership agreement or of any agreement or other instruments to which Purchaser is a party or by which Purchaser or any of its property is bound.

Section 12. Notices. All notices given or delivered under this Agreement shall be in writing and shall be validly given when hand-delivered, sent by courier or express service guaranteeing overnight delivery or by electronic mail, with original being sent the same day as otherwise provided above, addressed as follows:

If to Seller:

With a copy to:

If intended for Purchaser:

With a copy to:

Or such other person or address which Seller or Purchaser shall have given upon notice as herein provided. Notices given as described herein shall be deemed delivered on the day immediately following the date such notices are sent.

Section 13. Assignment. Purchaser shall not assign this Agreement or any of its rights and obligations hereunder without the prior written consent of Seller, in its sole discretion, provided that Purchaser may, upon notice to Seller, assign this Agreement to an entity owned or controlled by . No assignment shall release the Purchaser from the obligation to fully perform all provisions of the Agreement.

Section 14. 1031 Exchange. Either Seller or Purchaser, through the use of a qualified intermediary, may transfer or acquire the Property, or a portion of interest therein, through a tax free exchange, deferred exchange or reverse exchange of real property pursuant to Section 1031 of the Internal Revenue Code; provided, however, (i) in no event shall any such exchange, or the exchanging party's inability to complete any such exchange, impair or otherwise affect the Closing, (ii) the non-exchanging party shall have no obligation or liability to the exchanging party or any other person or entity in any respect for any matters in connection with any such exchange other than payment of the Purchase Price as set forth herein in exchange for the conveyance to Purchaser fee simple title to the Property by warranty deed as required herein subject only to those matters permitted under this Agreement, (iii) Purchaser shall not be required to be vested in title to any property other than the Property, (iv) the exchanging party shall provide the non-exchanging party with at least three (3) days’ notice prior to Closing of its intentions to close this transaction as an exchange; and (v) the exchanging party shall indemnify and hold the non- exchanging party harmless from and against any claims, actions, liability and expense in connection with each such exchange. This Section shall survive Closing.

Section 15. Default and Remedies.

(a) If Purchaser defaults under this Agreement, Seller’s sole and exclusive remedy shall be to retain the Earnest Money as liquidated damages.

(b) If Seller defaults under this Agreement, Purchaser’s sole remedies shall be to either (i) terminate this Agreement or (ii) bring an action to specifically enforce this Agreement:

Section 16. Brokerage Commission. Purchaser and Seller each represent and warrant that it did not deal with, negotiate through or communicate with any broker in connection with this transaction. Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, loss, costs and expenses, including reasonable counsel fees, resulting from any claims that may be made against such party by any other broker claiming a commission by, through or under the other party. This Section 16 shall survive Closing.

Section 17. Transaction Costs.

(a) Purchaser shall pay the following costs of this transaction:

(i) One-half of the cost of the Title Policy and all endorsements thereto, subject to 17(b)(iii) below;

(ii) The cost of the Survey and the Environmental Audit;

(iii) Recording fees for special warranty deed;

(b) Seller shall pay the following costs of this transaction:

(i) One-half of the cost of the Title Policy and all endorsements thereto, subject to 17(b)(iii) below;

(ii) Recording fee for any mortgage releases;

(iii) Cost of endorsements required to remove encumbrances from title to which Seller objects; and

(iv) All property transfer taxes, deed stamp taxes and recording charges (other than those relating to any financing by Purchaser).

(c) Seller and Purchaser shall each pay one-half the cost of the escrow.

(d) Seller and Purchaser shall each be responsible for the payment of their own attorney’s fees and expenses.

Section 18. As Is Condition; Risk of Loss. The sale of the Property as provided for herein is made, except as otherwise expressly provided in this Agreement, on an “As Is, Where Is and With All Faults” basis, and Purchaser expressly acknowledges that, in consideration of the agreements of Seller herein, and except as otherwise expressly provided herein or in any documents delivered by Seller at Closing, Seller makes no warranty or representation, express or implied, or arising by operation of law, including, but not limited to, any warranty of condition, habitability, merchantability or fitness for a particular use or purpose in respect of the Property. Seller shall bear the risk of all loss or damage to the Property occurring on or before the Closing Date.

Section 19. Seller’s Obligations Pending the Closing. Between the Effective Date and the Closing Date (or earlier termination hereof), Seller shall:

(a) Maintain the Property in substantially the same manner as is presently maintained.

(b) Maintain (or cause to be maintained) existing insurance coverage or its equivalent in force with respect to the Property; and

(c) Enter into only those third party contracts that are necessary to operate and maintain the Property substantially in accordance with Seller’s past practices, which contracts shall be cancelable at or prior to Closing.

Section 20. Miscellaneous.

(a) The provisions of this Agreement shall not be amended, waived or modified except by an instrument, in writing, signed by the parties hereto to be charged.

(b) In construing this Agreement, the singular shall include the plural, the plural shall include the singular and the use of any gender shall include every other and all genders.

(c) All sections and descriptive headings of this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof.

(d) This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one and the same instrument.

(e) This Agreement and the exhibits thereto constitute the entire understanding between the parties with respect to the Property.

(f) The waiver of any party of any breach or default by any other party under any of the terms of this Agreement shall not be deemed to be, nor shall the same constitute, a waiver of any subsequent breach or default on the part of any other party.

(g) This Agreement shall be construed and enforced pursuant to the laws of the state in which the Property is located.

(h) If any provision hereof is for any reason unenforceable or inapplicable, the other provisions hereof will remain in full force and effect in the same manner as if such unenforceable or inapplicable provision had never been contained herein, unless such unenforceable provision materially affects any material covenants set forth herein.

(i) In the event any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party will be entitled to recover reasonable attorneys' fees, court costs and expenses incurred in that action or proceeding, in addition any other relief to which such party or parties may be entitled.

(j) Unless otherwise expressly provided herein, all periods for delivery or review and the like will be determined on a "calendar" day basis. If any date for performance, approval, delivery or Closing falls on a Saturday, Sunday or legal holiday (state or federal) in the state in which the Property is located, the time therefor will be extended to the next day which is not a Saturday, Sunday or legal holiday (a "business day").

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

PURCHASER:

By

Its

[COUNTERPART SIGNATURE PAGE FOR AGREEMENT OF PURCHASE AND SALE]

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

SELLER

By

[COUNTERPART SIGNATURE PAGE FOR AGREEMENT OF PURCHASE AND SALE]

EXHIBIT A

LEGAL DESCRIPTION OF THE LAND