Agenda - Council Work Session - 02/13/2024

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(c) On or before the expiration of the Contingency Period, Seller shall have provided to Buyer evidence satisfactory to Buyer in its sole discretion that the planning commission and city council of Seller have issued final approvals of the site plan attached hereto as Exhibit B showing Buyer's anticipated expansion of the Community by adding five (5) additional trailers on the Property and one (1) additional trailer on real estate owned by the Buyer(the "Site Plan"); (d) Buyer shall have determined on or before the end of the Contingency Period that condition of title to the Property as reflected by the Commitment shall be acceptable to Buyer as of the Closing Date; (e) The Title Company shall, at Closing, be ready, willing, and able to issue to Buyer an owner's policy for title insurance for the Property,insuring fee simple title to the Property in Buyer,subject only to the Permitted Exceptions,which includes a zoning endorsement insuring Buyer's anticipated expansion of the Community as shown on the Site Plan. 8. Closing,Possession. Closing of the purchase and sale(the"Closing")shall take place within sixty (60)days after the expiration or Buyer's written notice of waiver of the Contingency Period(the"Closing Date"). The Closing shall take place at a location mutually agreed upon between Seller and Buyer, or by electronic communications, including electronic mail,portable document format, or facsimile, as Buyer, Seller and Title Company may mutually agree. Possession shall be delivered on the Closing Date. Buyer shall notify Seller and provide all necessary contact information for the applicable representatives of such Title Company. 9. Seller's Obligations at Closing. On or prior to the Closing Date, Seller shall: (a) Deliver to Buyer a duly recordable Quit Claim Deed, executed by Seller, conveying to Buyer fee simple title to Parcel 1, including all of Seller's right,title and interest(if any) to Parcel 2, and all rights appurtenant thereto, subject only to the Permitted Exceptions; (b) Deliver to Buyer evidence satisfactory to Buyer in its sole discretion that the Site Plan has been approved by the planning commission and city council of Seller; (c) Deliver to Buyer the affidavit of Seller confirming that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (d) Deliver to Buyer any necessary documentation warranting that the Seller is unaware of the existence of any wells on Parcel 1; and (e) Deliver to Buyer or the Title Company such other documents as may be reasonably required to consummate the Closing, all in a form reasonably satisfactory to Buyer and the Title Company. 10. Buyer's Obligations at Closing. Subject to the terms, conditions, and provisions hereof and the performance by Seller of its obligations as set forth herein, Buyer shall, at or prior to the Closing Date: (a) deliver the Purchase Price as provided in Section 2 above; and 3 4892-6090-9699,v.6