Common use of CONSENT OF ESCROW HOLDER Clause in Contracts

CONSENT OF ESCROW HOLDER. The undersigned Escrow Holder hereby agrees to (i) accept the foregoing Agreement, (ii) be Escrow Holder under said Agreement and (iii) be bound by said Agreement in the performance of its duties as Escrow Holder; provided, however, the undersigned shall have no obligations, liability or responsibility under (i) this Consent or otherwise unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned or (ii) any amendment to said Agreement unless and until the same shall be accepted by the undersigned in writing. DATED: CHICAGO TITLE INSURANCE CORPORATION (“Escrow Holder”) By: Its: EXHIBIT “A” LEGAL DESCRIPTION Being Lot No. One (1) of Xxxxxx & Xxxxxxxx Addition No. 3, an addition to the City of Lufkin, Texas of record in Cabinet D, Slide 194-B of the Map and Plat Records of Angelina County, Texas. EXHIBIT “A” EXHIBIT “B” LIST OF PERSONAL PROPERTY [To be Attached] There are no specific items of Personal Property located on the Land or Improvements that would not otherwise be considered “fixtures”. EXHIBIT “B” EXHIBIT “C” LEASE [Brief Description to be attached] EXHIBIT “C” EXHIBIT “D” CURRENT PROPERTY CONTRACTS There are no written Property Contracts connected with the Land or Improvements. Any agreements for services connected with the Land or Improvements are oral in nature and are in place from “month-to-month”. EXHIBIT “D” EXHIBIT “E” FORM OF DEED [Attached] SPECIAL WARRANTY DEED WITH VENDOR’S LIEN Notice of confidentiality rights: If you are a natural person, you may remove or strike any or all of the following information from any instrument that transfers an interest in real property before it is filed for record in the public records: your Social Security number or your driver’s license number. Date: March , 2010 Grantor: XX Xxxxxx Properties, LLC, a Texas limited liability company Grantor’s Mailing Address: 0000 Xxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000 Grantee: BC Development Co., a Missouri corporation Grantee’s Mailing Address: Consideration: Cash and a promissory note of even date in the principal amount of AND NO/100 DOLLARS ($ ) executed by Grantee, payable to the order of . The note is secured by a vendor’s lien retained in this deed and by a deed of trust of even date from Grantee to , trustee. Property (including any improvements): Being Lot No. 1 of Xxxxxx & Xxxxxxxx Addition No. 3, an addition to the City of Lufkin, Texas of record in Cabinet D, Slide 194-B of the Map and Plat Records of Angelina County, Texas. Reservations from Conveyance: None. Exceptions to Conveyance and Warranty: Liens described as part of the Consideration and any other liens described in this deed as being either assumed or subject to which title is taken; validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, other than conveyances of the surface fee estate, that affect the Property; and taxes for 2010, which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. EXHIBIT “E” Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee’s heirs, successors, and assigns forever. Grantor binds Grantor and Grantor’s heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee’s heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. at Grantee’s request, has paid in cash to Grantor that portion of the purchase price of the Property that is evidenced by the note. The first and superior vendor’s lien against and superior title to the Property are retained for the benefit of and are transferred to without recourse against Grantor. When the context requires, singular nouns and pronouns include the plural. XX XXXXXX PROPERTIES, LLC, a Texas limited liability company By: Xxx Xxxxxxxx, President STATE OF TEXAS COUNTY OF ANGELINA The foregoing instrument was acknowledged before me on the day of March, 2010 by the said Xxx Xxxxxxxx, President of XX Xxxxxx Properties, LLC, a Texas limited liability company. __________________________________________ Notary Public, State of Texas EXHIBIT “E” EXHIBIT “F” FORM OF XXXX OF SALE AND ASSIGNMENT XXXX OF SALE AND ASSIGNMENT This Xxxx of Sale and Assignment (“Assignment”), dated , , is executed and delivered pursuant to that certain Real Estate Purchase Agreement (the “Purchase Agreement”) dated as of , 2010, by and between XX Xxxxxx Properties, LLC, a Texas limited liability company (“Seller”), and , a (“Buyer”), concerning the real property described in Exhibit “A” attached hereto (the “Land”). All capitalized terms not otherwise defined herein shall have the same meanings given them in the Purchase Agreement.

CONSENT OF ESCROW HOLDER. The undersigned Escrow Holder hereby agrees to (i) accept the foregoing Agreement, (ii) be Escrow Holder under said Agreement and (iii) be bound by said Agreement in the performance of its duties as Escrow Holder; provided, however, the undersigned shall have no obligations, liability or responsibility under (i) this Consent or otherwise unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned or (ii) any amendment to said Agreement unless and until the same shall be accepted by the undersigned in writing. DATED: CHICAGO TITLE INSURANCE CORPORATION (“Escrow Holder”) By: Its: EXHIBIT “A” LEGAL DESCRIPTION Being Lot No. One (1) of Xxxxxx & Xxxxxxxx Addition No. 3, an addition to the City of Lufkin, Texas of record in Cabinet D, Slide 194-B of the Map and Plat Records of Angelina County, Texas. EXHIBIT “A” EXHIBIT “B” LIST OF PERSONAL PROPERTY [To be Attached] There are no specific items of Personal Property located on the Land or Improvements that would not otherwise be considered “fixtures”. EXHIBIT “B” EXHIBIT “C” LEASE [Brief Description to be attached] EXHIBIT “C” EXHIBIT “D” CURRENT PROPERTY CONTRACTS There are no written Property Contracts connected with the Land or Improvements. Any agreements for services connected with the Land or Improvements are oral in nature and are in place from “month-to-month”. EXHIBIT “D” EXHIBIT “E” FORM OF DEED [Attached] SPECIAL WARRANTY DEED WITH VENDOR’S LIEN Notice of confidentiality rights: If you are a natural person, you may remove or strike any or all of the following information from any instrument that transfers an interest in real property before it is filed for record in the public records: your Social Security number or your driver’s license number. Date: March , 2010 Grantor: XX Xxxxxx Properties, LLC, a Texas limited liability company Grantor’s Mailing Address: 0000 Xxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000 Grantee: BC Development Co., a Missouri corporation Grantee’s Mailing Address: Consideration: Cash and a promissory note of even date in the principal amount of AND NO/100 DOLLARS ($ ) executed by Grantee, payable to the order of . The note is secured by a vendor’s lien retained in this deed and by a deed of trust of even date from Grantee to , trustee. Property (including any improvements): Being Lot No. 1 of Xxxxxx & Xxxxxxxx Addition No. 3, an addition to the City of Lufkin, Texas of record in Cabinet D, Slide 194-B of the Map and Plat Records of Angelina County, Texas. Reservations from Conveyance: None. Exceptions to Conveyance and Warranty: Liens described as part of the Consideration and any other liens described in this deed as being either assumed or subject to which title is taken; validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, other than conveyances of the surface fee estate, that affect the Property; and taxes for 2010, which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. EXHIBIT “E” Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee’s heirs, successors, and assigns forever. Grantor binds Grantor and Grantor’s heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee’s heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. at Grantee’s request, has paid in cash to Grantor that portion of the purchase price of the Property that is evidenced by the note. The first and superior vendor’s lien against and superior title to the Property are retained for the benefit of and are transferred to without recourse against Grantor. When the context requires, singular nouns and pronouns include the plural. XX XXXXXX PROPERTIES, LLC, a Texas limited liability company By: Xxx Xxxxxxxx, President STATE OF TEXAS COUNTY OF ANGELINA The foregoing instrument was acknowledged before me on the day of March, 2010 by the said Xxx Xxxxxxxx, President of XX Xxxxxx Properties, LLC, a Texas limited liability company. __________________________________________ Notary Public, State of Texas CHICAGO TITLE INSURANCE CORPORATION (“Escrow Holder”) By: Its: EXHIBIT “A” LEGAL DESCRIPTION [to be attached] EXHIBIT “A” EXHIBIT “B” LIST OF PERSONAL PROPERTY [to be attached] EXHIBIT “B” EXHIBIT “C” Intentionally Omitted EXHIBIT “C” EXHIBIT “D” LIST OF CURRENT PROPERTY CONTRACTS [to be attached] EXHIBIT “D” EXHIBIT “E” EXHIBIT “F” FORM OF XXXX OF SALE AND ASSIGNMENT XXXX OF SALE AND ASSIGNMENT This Xxxx of Sale and Assignment (“Assignment”), dated , , is executed and delivered pursuant to that certain Real Estate Purchase Agreement (the “Purchase Agreement”) dated as of , 2010, by and between XX Xxxxxx Properties, LLC, a Texas limited liability company (“Seller”), and , a (“Buyer”), concerning the real property described in Exhibit “A” attached hereto (the “Land”). All capitalized terms not otherwise defined herein shall have the same meanings given them in the Purchase Agreement.DEED

CONSENT OF ESCROW HOLDER. The undersigned Escrow Holder hereby agrees to (i) accept the foregoing Agreement, (ii) be Escrow Holder under said Agreement and (iii) be bound by said Agreement in the performance of its duties as Escrow Holder; provided, however, the undersigned shall have no obligations, liability or responsibility under (i) this Consent or otherwise unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned or (ii) any amendment to said Agreement unless and until the same shall be accepted by the undersigned in writing. DATED: CHICAGO TITLE INSURANCE CORPORATION (“Escrow Holder”) By: Its: EXHIBIT “A” LEGAL DESCRIPTION Being Lot No. One (1) of Xxxxxx & Xxxxxxxx Addition No. 3, an addition to the City of Lufkin, Texas of record in Cabinet D, Slide 194-B of the Map and Plat Records of Angelina County, Texas. EXHIBIT “A” DESCRIPTIONS [To be Attached] EXHIBIT “B” LIST OF PERSONAL PROPERTY [To be Attached] There are no specific items of Personal Property located on the Land or Improvements that would not otherwise be considered “fixtures”. EXHIBIT “B” EXHIBIT “C” LEASE RENT ROLLS AND SCHEDULE OF LEASES [Brief Description to To be attachedAttached] EXHIBIT “C” EXHIBIT “D” CURRENT PROPERTY CONTRACTS There are no written Property Contracts connected with [To be Attached in the Land or Improvements. Any agreements for services connected with the Land or Improvements are oral in nature and are in place from “month-to-month”. EXHIBIT “D” Following Format] Contract Description Start Date End Date Terminable? SCHEDULE 1.3 ALLOCATION OF PURCHASE PRICE PROPERTY ALLOCATED PURCHASE PRICE Centerville, OH $ 4,347,213 Lawrence, MA $ 13,481,044 Sevierville, TN $ 5,168,685 Cleveland, OH $ 4,566,067 Richford, VT $ 8,621,765 Durham, NC $ 8,315,226 TOTALS $ 44,500,000 SCHEDULE 1.3 1 EXHIBIT “E” FORM OF DEED [AttachedAttached as Exhibits “E-1” through “E-6”] SPECIAL EXHIBIT “E-1” CENTERVILLE PARCEL FORM OF DEED LIMITED WARRANTY DEED WITH VENDOR’S LIEN Notice of confidentiality rights: If you are a natural person, you may remove or strike any or all of the following information from any instrument that transfers an interest in real property before it is filed for record in the public records: your Social Security number or your driver’s license number. Date: March , 2010 Grantor: XX Xxxxxx PropertiesJDL-Centerville, LLC, a Texas North Carolina limited liability company Grantor’s Mailing Address: 0000 Xxxxx Xxxxxxxfor valuable consideration paid, Xxxxxx, Xxxxx 00000 Grantee: BC Development Co.grants with limited warranty covenants to ________________________________________, a Missouri corporation Grantee’s Mailing Address: Consideration: Cash and a promissory note of even date in the principal amount of AND NO/100 DOLLARS ($ ) executed by Grantee_____________________________________, payable to the order of . The note whose tax-mailing address is secured by a vendor’s lien retained in this deed and by a deed of trust of even date from Grantee to , trustee. Property (including any improvements): Being Lot No. 1 of Xxxxxx & Xxxxxxxx Addition No. 3, an addition to the City of Lufkin, Texas of record in Cabinet D, Slide 194-B of the Map and Plat Records of Angelina County, Texas. Reservations from Conveyance: None. Exceptions to Conveyance and Warranty: Liens described as part of the Consideration and any other liens described in this deed as being either assumed or subject to which title is taken; validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, other than conveyances of the surface fee estate, that affect the Property; and taxes for 2010, which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. EXHIBIT “E” Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee’s heirs, successors, and assigns forever. Grantor binds Grantor and Grantor’s heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee’s heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. at Grantee’s request, has paid in cash to Grantor that portion of the purchase price of the Property that is evidenced by the note. The first and superior vendor’s lien against and superior title to the Property are retained for the benefit of and are transferred to without recourse against Grantor. When the context requires, singular nouns and pronouns include the plural. XX XXXXXX PROPERTIES, LLC, a Texas limited liability company By: Xxx Xxxxxxxx, President STATE OF TEXAS COUNTY OF ANGELINA The foregoing instrument was acknowledged before me on the day of March, 2010 by the said Xxx Xxxxxxxx, President of XX Xxxxxx Properties, LLC, a Texas limited liability company. ________________________________________________________________________________, the following REAL PROPERTY, to-wit: See EXHIBIT A attached hereto and incorporated herein by reference. Prior Instrument References: Volume _______, page _____ Notary Publicof the Official Records of Xxxxxxxxxx County, State Ohio. Subject to conditions, covenants, easements, limitations, reservations and restrictions of Texas EXHIBIT “E” EXHIBIT “F” FORM OF XXXX OF SALE AND ASSIGNMENT XXXX OF SALE AND ASSIGNMENT This Xxxx of Sale and Assignment (“Assignment”)record, dated if any, zoning ordinances, is executed and delivered pursuant to that certain Real Estate Purchase Agreement (the “Purchase Agreement”) dated as of , 2010, by and between XX Xxxxxx Properties, LLC, a Texas limited liability company (“Seller”)if any, and real estate taxes and assessments, both general and special, which are a (“Buyer”)lien but not yet due and payable. Real estate taxes and assessments, concerning if any, shall be prorated to date of closing based on the real property described in Exhibit “A” attached hereto (the “Land”). All capitalized terms not otherwise defined herein shall have the same meanings given them in the Purchase Agreementlast available tax xxxx.

CONSENT OF ESCROW HOLDER. The undersigned Escrow Holder hereby agrees to (i) accept the foregoing Agreement, (ii) be Escrow Holder under said Agreement and (iii) be bound by said Agreement in the performance of its duties as Escrow Holder; provided, however, the undersigned shall have no obligations, liability or responsibility under (i) this Consent or otherwise unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned or (ii) any amendment to said Agreement unless and until the same shall be accepted by the undersigned in writing. DATED: CHICAGO TITLE INSURANCE CORPORATION (“Escrow Holder”) By: Its: EXHIBIT “A” LEGAL DESCRIPTION Being Lot No. One (1) of Xxxxxx & Xxxxxxxx Addition No. 3, an addition [to the City of Lufkin, Texas of record in Cabinet D, Slide 194-B of the Map and Plat Records of Angelina County, Texas. be attached] EXHIBIT “A” EXHIBIT “B” LIST OF PERSONAL PROPERTY [To to be Attachedattached] There are no specific items of Personal Property located on the Land or Improvements that would not otherwise be considered “fixtures”. EXHIBIT “B” EXHIBIT “C” LEASE [Brief Description to be attached] EXHIBIT “C” EXHIBIT “D” CURRENT PROPERTY CONTRACTS There are no written Property Contracts connected with the Land or Improvements. Any agreements for services connected with the Land or Improvements are oral in nature and are in place from “month-to-month”. [to be attached] EXHIBIT “D” EXHIBIT “E” FORM OF DEED [Attached] SPECIAL WARRANTY FORM OF DEED WITH VENDOR’S LIEN Notice of confidentiality rightsTHE STATE OF ILLINOIS § § KNOW ALL BY THESE PRESENTS: If you are COUNTY OF XXXXXX § THAT, , a natural person(“Grantor”), you may remove or strike any or all for and in consideration of the following information from any instrument that transfers an interest sum of Ten and No/100 Dollars ($10.00) in real property before it hand paid to Grantor by (“Grantee”), the receipt of which is filed for record hereby acknowledged by Grantor, and other good and valuable consideration paid and agreed and secured to be paid to Grantor by Grantee in the public records: your Social Security number or your driver’s license number. Date: March manner set forth below, 2010 the sufficiency of which consideration is hereby acknowledged by Grantor: XX Xxxxxx Properties, LLChas GRANTED, a Texas limited liability company Grantor’s Mailing Address: 0000 Xxxxx XxxxxxxBARGAINED, XxxxxxSOLD, Xxxxx 00000 Grantee: BC Development Co.and CONVEYED and by these presents does GRANT, a Missouri corporation Grantee’s Mailing Address: Consideration: Cash BARGAIN, SELL, and a promissory note of even date in the principal amount of AND NO/100 DOLLARS ($ ) executed by CONVEY unto said Grantee, payable to the order of . The note is secured by a vendor’s lien retained in this deed its successors and by a deed of trust of even date from Grantee to assigns, trustee. Property (including any improvements): Being Lot No. 1 of Xxxxxx & Xxxxxxxx Addition No. 3, an addition to the City of Lufkin, Texas of record in Cabinet D, Slide 194-B of the Map and Plat Records of Angelina County, Texas. Reservations from Conveyance: None. Exceptions to Conveyance and Warranty: Liens described as part of the Consideration and any other liens described in this deed as being either assumed or subject to which title is taken; validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, other than conveyances of the surface fee estate, that affect the Property; and taxes for 2010, which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. EXHIBIT “E” Grantor, for the Consideration and subject to the Reservations from Conveyance Permitted Exceptions (as defined below), all of that certain real property located in , Illinois, more particularly described in Exhibit “A” attached hereto, together with all rights and appurtenances thereto, including any right, title and interest of Grantor, if any, in and to any adjacent streets, alleys, rights of way, rights of ingress and egress and any reversionary interests, if any, in any way belonging to the Exceptions foregoing (the “Property”). This conveyance is made by Grantor and accepted by Grantee expressly subject to Conveyance the liens securing payment of real estate ad valorem taxes for the current and Warrantyall subsequent years, grantsas well as to those matters set forth on Exhibit “B”, sells, attached hereto and conveys incorporated herein by reference (the “Permitted Exceptions”). Real estate ad valorem taxes on the Property for the year 2010 have been prorated between Grantor and Grantee as of the date hereof and Grantee assumes the obligation to Grantee pay all of such taxes for such year. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in any way anywise belonging, to have and to hold it to Grantee and unto Grantee’s heirs, successors, its successors and assigns forever. ; and subject to the above described Permitted Exceptions, Grantor binds Grantor does hereby bind itself and Grantor’s heirs and successors its successors, to warrant and forever defend WARRANT AND FOREVER DEFEND all and singular the Property to Grantee unto Grantee, its successors and Grantee’s heirsassigns, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is thereof, by, through, through or under Grantor but not otherwise. Address of Grantee: 0000 Xxxxxxx Xxxxxx Xxxxxx Xxxx, except as to Xxxxxxxx 00000 EXHIBIT “E” EXECUTED effective the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. at Grantee’s request, has paid in cash to Grantor that portion of the purchase price of the Property that is evidenced by the note. The first and superior vendor’s lien against and superior title to the Property are retained for the benefit of and are transferred to without recourse against Grantor. When the context requires, singular nouns and pronouns include the plural. XX XXXXXX PROPERTIES, LLC, a Texas limited liability company By: Xxx Xxxxxxxx, President STATE OF TEXAS COUNTY OF ANGELINA The foregoing instrument was acknowledged before me on the _____ day of March, 2010 by the said Xxx Xxxxxxxx, President of XX Xxxxxx Properties, LLC, a Texas limited liability company. __________________________________________ , 2010. By: Name: Title: STATE OF ILLINOIS COUNTY OF The foregoing instrument was acknowledged before me on the day of , 2010 by the said of . Notary Public, State of Texas Illinois EXHIBIT “E” EXHIBIT “F” FORM OF XXXX OF SALE AND ASSIGNMENT XXXX OF SALE AND ASSIGNMENT This Xxxx of Sale and Assignment (“Assignment”), dated , , is executed and delivered pursuant to that certain Real Estate Purchase Agreement (the “Purchase Agreement”) dated as of , 2010, by and between XX Xxxxxx Properties, LLC, a Texas limited liability company (“Seller”), and , a (“Buyer”), concerning the real property described in Exhibit “A” attached hereto (the “Land”). All capitalized terms not otherwise defined herein shall have the same meanings given them in the Purchase Agreement.

CONSENT OF ESCROW HOLDER. The undersigned Escrow Holder hereby agrees to (i) accept the foregoing Agreement, (ii) be Escrow Holder escrow agent under said Agreement Agreement, (iii) comply with the requirements of Section 6045 of the Internal Revenue Code with respect to the transaction contemplated by the foregoing Agreement, and (iiiiv) be bound by said Agreement in the performance of its duties as Escrow Holderescrow agent; provided, however, the undersigned shall have no obligations, liability or responsibility under (ia) this Consent or otherwise otherwise, unless and until said Agreement, fully signed by the parties, has been delivered to the undersigned undersigned, or (iib) any amendment to said Agreement unless and until the same shall be is accepted by the undersigned in writing. DATEDDated: CHICAGO 12/26/12 FIRST AMERICAN TITLE INSURANCE CORPORATION (“Escrow Holder”) COMPANY By: Its: /s/ Xxxxx Xxxxx LIST OF EXHIBITS Exhibit "A" Legal Description Exhibit "B" Grant Deed Exhibit "C" Property Information Exhibit "D" Assignment and Assumption of Lease EXHIBIT “"A” " LEGAL DESCRIPTION Being Lot No. One (1) of Xxxxxx & Xxxxxxxx Addition No. 3, an addition to OF PROPERTY Real property in the City of LufkinImperial, Texas County of record in Cabinet DImperial, Slide 194State of California, described as follows: PARCEL A: (APN: 063-B 010-069-000) PARCEL 0 XX XXXXXX XXX XX. X-0000, XX THE CITY OF IMPERIAL, COUNTY OF IMPERIAL, STATE OF CALIFORNIA, ACCORDING TO MAP ON FILE IN BOOK 4, PAGE 58 OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF IMPERIAL COUNTY. PARCEL B: (APNS: 063-010-079-000 AND 063-010-080-000) PARCELS 2 AND 3 OF PARCEL MAP NO. M-2013, IN THE CITY OF IMPERIAL, COUNTY OF IMPERIAL, STATE OF CALIFORNIA, ACCORDING TO MAP ON FILE IN BOOK 8, PAGE 61 OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF IMPERIAL COUNTY. When Recorded Mail To and Mail Tax Statements To: Coast Imperial Partners Attention: Xxxxxx X. Xxxxxxx X.X. Xxx 000 Xxxxxxxx, XX 00000 SPACE ABOVE FOR RECORDER'S USE ONLY GRANT DEED In accordance with Section 11932 of the Map California Revenue and Plat Records Taxation Code, Grantor has declared the amount of Angelina Countytransfer tax which is due by a separate statement which is not being recorded with this Grant Deed. FOR A VALUABLE CONSIDERATION, Texas. EXHIBIT “A” EXHIBIT “B” LIST OF PERSONAL PROPERTY [To be Attached] There are no specific items receipt of Personal Property located on the which is hereby acknowledged, Imperial Morningstar Land or Improvements that would not otherwise be considered “fixtures”. EXHIBIT “B” EXHIBIT “C” LEASE [Brief Description to be attached] EXHIBIT “C” EXHIBIT “D” CURRENT PROPERTY CONTRACTS There are no written Property Contracts connected with the Land or Improvements. Any agreements for services connected with the Land or Improvements are oral in nature and are in place from “month-to-month”. EXHIBIT “D” EXHIBIT “E” FORM OF DEED [Attached] SPECIAL WARRANTY DEED WITH VENDOR’S LIEN Notice of confidentiality rights: If you are a natural person, you may remove or strike any or all of the following information from any instrument that transfers an interest in real property before it is filed for record in the public records: your Social Security number or your driver’s license number. Date: March , 2010 Grantor: XX Xxxxxx Properties, LLC, a Texas limited liability company Grantor’s Mailing Address: 0000 Xxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000 Grantee: BC Development Co., a Missouri corporation Grantee’s Mailing Address: Consideration: Cash and a promissory note of even date in the principal amount of AND NO/100 DOLLARS ($ ) executed by Grantee, payable to the order of . The note is secured by a vendor’s lien retained in this deed and by a deed of trust of even date from Grantee to , trustee. Property (including any improvements): Being Lot No. 1 of Xxxxxx & Xxxxxxxx Addition No. 3, an addition to the City of Lufkin, Texas of record in Cabinet D, Slide 194-B of the Map and Plat Records of Angelina County, Texas. Reservations from Conveyance: None. Exceptions to Conveyance and Warranty: Liens described as part of the Consideration and any other liens described in this deed as being either assumed or subject to which title is taken; validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, other than conveyances of the surface fee estate, that affect the Property; and taxes for 2010, which Grantee assumes and agrees to pay, and subsequent assessments for that and prior years due to change in land usage, ownership, or both, the payment of which Grantee assumes. EXHIBIT “E” Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee’s heirs, successors, and assigns forever. Grantor binds Grantor and Grantor’s heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee’s heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. at Grantee’s request, has paid in cash to Grantor that portion of the purchase price of the Property that is evidenced by the note. The first and superior vendor’s lien against and superior title to the Property are retained for the benefit of and are transferred to without recourse against Grantor. When the context requires, singular nouns and pronouns include the plural. XX XXXXXX PROPERTIES, LLC, a Texas limited liability company By: Xxx Xxxxxxxx, President STATE OF TEXAS COUNTY OF ANGELINA The foregoing instrument was acknowledged before me on the day of March, 2010 by the said Xxx Xxxxxxxx, President of XX Xxxxxx Properties, LLC, a Texas limited liability company. __________________________________________ Notary Public, State of Texas EXHIBIT “E” EXHIBIT “F” FORM OF XXXX OF SALE AND ASSIGNMENT XXXX OF SALE AND ASSIGNMENT This Xxxx of Sale and Assignment (“Assignment”), dated , , is executed and delivered pursuant to that certain Real Estate Purchase Agreement (the “Purchase Agreement”) dated as of , 2010, by and between XX Xxxxxx Properties, LLC, a Texas Delaware limited liability company (“Seller”"Grantor"), and hereby grants to Coast Imperial Partners, a California General Partnership, and S&W Seed Company, a Nevada corporation, as tenants in common (“Buyer”), concerning "Grantee") the real property in the City of Imperial, County of Imperial, State of California described in Exhibit “A” on Schedule 1 attached hereto (the “Land”"Property"). All capitalized terms not otherwise defined herein shall have the same meanings given them in the Purchase Agreement.