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Attachment A - 2121 Broadway Purchase and Sale Agreement (PSA)

Regular Meeting, August 20, 2026 · item 5C: Consideration of a motion to adjourn as the Boulder City Council and convene as the City of Boulder Downtown Commercial District (formerly k… · 21 pages

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The Colorado Group Inc I 2

3 4 5 6

The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS4-8-24) (Mandatory 8-24)

THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING.

CONTRACT TO BUY AND SELL REAL ESTATE (LAND)

7

8 9

([ Property with No Residences)

IO

(D Property with Residences-Residential Addendum Attached)

Il 12

Date: August 5, 2025

13

AGREEMENT

14 15

1. AGREEMENT. Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract (Contract).

16 17

2.

18 19

PARTIES AND PROPERTY. 2.1. Buyer. MA-LR Boulder, LLC (Buyer) will take title to the Property described below as [] Joint Tenants [] Tenants In Common [] other _in severalty 2.2. No Assignability. This Contract IS NOT assignable by Buyer unless otherwise specified in Additional Provisions.

20 21 22 23 24 25 26 27 28 29

2.3. Seller. City_of Boulder Central_Area General_Improvement_District (Seller) is the current owner of the Property described below. 2.4. Property. The Property is the following legally described real estate in the County of Boulder Colorado (insert_legal description).LOT 10-12 BLK 119 BOULDER O T MUNICIPAL PARKING LO Note: The legal description will be updated by the Title Company and the full legal description will be attached as an exhibit once approved by Buyer.

30 31

known as: 2121 Broadway Street Address

32

together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto and all interest of Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property). 2.5. Inclusions. The Purchase Price includes the following items (Inclusions): 2.5.1. Inclusions. The following items, whether fixtures or personal property, are included in the Purchase Price unless excluded under Exclusions: Light pole located near the center of the Property.

33 34 35 36 37

38 39 40 41 42

43 44 45 46 47 48

49 50 51 52

co

Boulder City

State

80302 Zip

If any additional items are attached to the Property after the date of this Contract, such additional items are also included in the Purchase Price. 2.5.2. Encumbered Inclusions. Any Inclusions owned by Seller (e.g., owned solar panels) must be conveyed at Closing by Seller free and clear of all taxes (except personal property and general real estate taxes for the year of Closing), liens and encumbrances, except: N/A

Buyer [] wI O Will Not assume the debt and obligations on the Encumbered Inclusions subject to Buyer's review under§ l 0.6. (Encumbered Inclusion Documents) and Buyer's receipt of written approval by such lender before Closing. If Buyer does not receive such approval this Contract terminates.

Page I of21

CBS4-6-24. CONTRACT TO BUY AND SELL REAL ESTATE (LAND) I he Colorado Group Inc, 31u1 Iris .Ave St #24) Boulder CO 8031 Layne McBride

303-449-2131

2121 Broadway

53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72

2.5.3. Personal Property Conveyance. Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 2.5.4. Leased Items. The following personal property is currently leased to Seller which will be transferred to Buyer at Closing (Leased Items): NIA

Buyer O Will O Will Not assume Seller's debt and obligations under such leases for the Leased Items subject to Buyer's review under § I 0.6. (Leased Items Documents) and Buyer's receipt of written approval by such lender before Closing. If Buyer does not receive such approval this Contract terminates. [] 2.5.5. solar Power Plan. If the box is checked, Seller has entered into a solar power purchase agreement, regardless of the name or title, to authorize a third-party to operate and maintain a photovoltaic system on the Property and provide electricity (Solar Power Plan) that will remain in effect after Closing. Buyer O Will O Will Not assume Seller's obligations under such Solar Power Plan subject to Buyer's review under § l 0.6. (Solar Power Plan) and Buyer's receipt of written approval by the third-party before Closing. If Buyer does not receive such approval this Contract terminates.

73 74 75 6 77

78 79 80 81 82 83 84 85 86 87 88 89 90 91 92

93 94 95 96

97 98 99 100 IOI 102 103 104 105 106 107 108 109 110 Ill

2.6.

Exclusions. The following items are excluded (Exclusions):

2.7.

Water Rights, Well Rights, Water and Sewer Taps. 2.7.1. Deeded Water Rights. The following legally described water rights:

NIA

DJ NIA

Any deeded water rights will be conveyed by a good and sufficient NIA deed at Closing. 2.7.2. Other Rights Relating to Water. The following rights relating to water not included in §§ 2.7.1., 2.7.3., 2.7.4. and 2.7.5., will be transferred to Buyer at Closing:

O

NIA

O 2.7.3. Well Rights. Seller agrees to supply required information to Buyer about the well. Buyer understands that if the well to be transferred is a "Small Capacity Well" or a "Domestic Exempt Water Well" used for ordinary household purposes, Buyer must, prior to or at Closing, complete a Change in Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources (Division), Buyer must complete a registration of existing well form for the well and pay the cost of registration. If no person will be providing a closing service in connection with the transaction, Buyer must file the form with the Division within sixty days after Closing. The Well Permit# is NIA

0

2.7.4.

Water Stock. The water stock to be transferred at Closing are as follows:

NIA

2.7.5. Water and Sewer Taps. The parties agree that water and sewer taps listed below for the Property are being conveyed as part of the Purchase Price as follows: Metered irrigation

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If any water or sewer taps are included in the sale, Buyer is advised to obtain, from the provider, written confirmation of the amount remaining to be paid, if any, time and other restrictions for transfer and use of the taps. 2.7.6. Conveyance. If Buyer is to receive any rights to water pursuant to$2.7.2. (Other Rights Relating to Water), § 2.7.3. (Well Rights), $ 2. 7.4. (Water Stock), or§ 2.7.5. (Water and Sewer Taps), Seller agrees to convey such rights to Buyer by executing the applicable legal instrument at Closing. 2.7.7. Water Rights Review. Buyer has a Right to Terminate if examination of the Water Rights is unsatisfactory to Buyer on or before the Water Rights Examination Deadline. 2.8. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: CBS4-6-24. CONTRACT TO BUY AND SELL REAL ESTATE (LAND)

Page 2 of21 2121 Broadway

112 113 114

NIA

115

116 117

3.

DATES, DEADLINES AND APPLICABILITY. 3.1. Dates and Deadlines.

Item No. I

Reference

2

3 $4

3 4

&8

&8

6 7 8

$8 $8 $8 $8

9 10

$ 7 87

11 12

$10 § 10

5

13 14 15 16 17 18 19 20 21

5

&5

5 $5 $5 &5

5 5 $4

22 23 24

$6 $6 &6

25 26 27

$9 $9 $9

28 29 30 31 32 33 34 35 36 37 38 39

82 $8 $10 10 $10 $10 $ 10 $10 $10 $10 $10 $10

Event Time of Day Deadline Alternative Earnest Money Deadline Title Record Title Deadline ( and Tax Certificate) Record Title Obiection Deadline Off-Record Title Deadline Off-Record Title Objection Deadline Title Resolution Deadline Third Party Right to Purchase/Approve Deadline Owners' Association Association Documents Deadline Association Documents Termination Deadline Seller's Disclosures Seller's Property Disclosure Deadline Lead-Based Paint Disclosure Deadline (if Residential Addendum attached) Loan and Credit New Loan Application Deadline New Loan Terms Deadline New Loan Availability Deadline Buyer's Credit Information Deadline Disapproval of Buyer's Credit Information Deadline Existing Loan Deadline Existing Loan Termination Deadline Loan Transfer Approval Deadline Seller or Private Financing Deadline Appraisal Appraisal Deadline Appraisal Objection Deadline Appraisal Resolution Deadline Survey New ILC or New Survey Deadline New ILC or New Survey Obiection Deadline New ILC or New Survey Resolution Deadline Inspection and Due Diligence Water Rights Examination Deadline Mineral Rights Examination Deadline Inspection Termination Deadline Inspection Objection Deadline Inspection Resolution Deadline Property Insurance Termination Deadline Due Diligence Documents Delivery Deadline Due Diligence Documents Objection Deadline Due Diligence Documents Resolution Deadline Environmental Inspection Termination Deadline ADA Evaluation Termination Deadline Conditional Sale Deadline

CBS4-6-24. CONTRACT TO BUY AND SELL REAL ESTATE (LAND)

Date or Deadline 11:59PM 5 davs from MEC 10 days from MEC 90 days from MEC 10 davs from MEC 90 davs from MEC 95 das from MEC NIA

NIA NIA 10 davs from MEC N/A N/A N/A N/A NIA NIA N/A NIA NIA

NIA NIA NIA NIA

75 days from MEC 90 days from MEC 95 days from MEC NIA NIA 90 days from MEC 90 days from MEC 95 days from MEC N/A 10 davs from MEC 90 davs from MEC 95 davs from MEC 90 davs from MEC

NIA NIA

Page 3 of21 2121 Broadway

40

§ 10

41 42

$1I $11

43 44 45 46 47

$12 $17 17

$ 27 $ 27

Lead-Based Paint Termination Deadline (if Residential Addendum attached) Estoooel Statements Deadline Estoppel Statements Termination Deadline Closing and Possession Closing Date Possession Date Possession Time Acceptance Deadline Date Acceptance Deadline Time

N/A N/A N/A See Addendum Upon Closing Upon Closing

118 119 120 121

3.2. Applicability of Terms. If any deadline blank in $3.1. (Dates and Deadlines) is left blank or completed with "NIA", or the word "Deleted," such deadline is not applicable and the corresponding provision containing the deadline is deleted. Any box checked in this Contract means the corresponding provision applies. If no box is checked in a provision that contains a selection of "None", such provision means that "None" applies.

122 123

The abbreviation "MEC" (mutual execution of this Contract) means the date upon which both parties have signed this Contract. The abbreviation "NIA" as used in this Contract means not applicable.

124 125 126 127 128 129 130 131 132 133 134

3.3.

Day; Computation of Period of Days; Deadlines. 3.3.1. Day. As used in this Contract, the term "day" means the entire day ending at 11:59 p.m., United States Mountain Time (Standard or Daylight Savings, as applicable). Except however, if a Time of Day Deadline is specified in $ 3.1. (Dates and Deadlines), all Objection Deadlines, Resolution Deadlines, Examination Deadlines and Termination Deadlines will end on the specified deadline date at the time of day specified in the Time of Day Deadline, United States Mountain Time. If Time of Day Deadline is left blank or "NIA" the deadlines will expire at 11 :59 p.m., United States Mountain Time. 3.3.2. Computation of Period of Days. ln computing a period of days (e.g., three days after MEC), when the ending date is not specified, the first day is excluded and the last day is included. 3.3.3. Deadlines. If any deadline falls on a Saturday, Sunday or federal or Colorado state holiday (Holiday), such deadI ine IX] Will D Will Not be extended to the next day that is not a Saturday, Sunday or Holiday. Should neither box be checked, the deadline will not be extended.

135 136

4.

PURCHASE PRICE ANO TERMS. 4.1. Price and Terms. The Purchase Price set forth below is payable in U.S. Dollars by Buyer as follows:

Item No. I 2 3 4 5 6 7 8 9 10 137 138 139 140 141 142 143 I44 145 146 147 148

Reference

4.1. $4.3. $4.5. &4.6.

$4.7. $4.7. $4.4.

Item Purchase Price Earnest Money New Loan Assumotion Balance Private Financing Seller Financing

Cash at Closing TOTAL

$

$

Amount

Amount 5,800,000.0 $ $ $ $ $

100,000.0 NIA N/A N/A NIA

$ 5,800,000.0 $

5,700,000.00 5,800,000.0

4.2. Seller Concession. At Closing, Seller will credit to Buyer $ NIA (Seller Concession). The Seller Concession may be used for any Buyer fee, cost, charge or expenditure to the extent the amount is allowed by the Buyer's lender and is included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller Concession include, but are not limited to: Buyer's closing costs, loan discount points, loan origination fees, prepaid items and any other fee, cost, charge, expense or expenditure. Seller Concession is in addition to any sum Seller has agreed to pay or credit Buyer elsewhere in this Contract. 4.3. Earnest Money. The Earnest Money set forth in this Section, in the form of a Wire Transfer ,will be payable to and held by First American Title Insurance Company (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit must be tendered, by Buyer, with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado CBS4-6-24. CONTRACT TO BUY AND SELL REAL ESTATE (LAND)

Page 4 of21 2121 Broadway

149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 d. lé. H8é gl.

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residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 4.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money Deadline. 4.3.2. Disposition of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer is entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in $ 24 and, except as provided in $ 23 (Earnest Money Dispute), if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to execute and return to Buyer or Broker working with Buyer, written mutual instructions (e.g., Earnest Money Release form), within three days of Seller's receipt of such form. If Seller is entitled to the Earnest Money, and, except as provided in $ 23 (Earnest Money Dispute), if the Earnest Money has not already been paid to Seller, following receipt of an Earnest Money Release form, Buyer agrees to execute and return to Seller or Broker working with Seller, written mutual instructions (e.g., Earnest Money Release form), within three days of Buyer's receipt. 4.3.2.1. Seller Failure to Timely Return Earnest Money. If Seller fails to timely execute and return the Earnest Money Release Form, or other written mutual instructions, Seller is in default and liable to Buyer as set forth in "If Seller is in Default", $ 20.2. and $ 21, unless Seller is entitled to the Earnest Money due to a Buyer default. 4.3.2.2. Buyer Failure to Timely Release Earnest Money. If Buyer fails to timely execute and return the Earnest Money Release Form, or other written mutual instructions, Buyer is in default and liable to Seller as set forth in "If Buyer is in Default,§ 20.1. and $ 21, unless Buyer is entitled to the Earnest Money due to a Seller Default. 4.4. Form of Funds; Time of Payment; Available Funds. 4.4.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds). 4.4.2. Time of Payment. All funds, including the Purchase Price to be paid by Buyer, must be paid before or at Closing or as otherwise agreed in writing between the parties to allow disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT. 4.4.3. Available Funds. Buyer represents that Buyer, as of the date of this Contract, ŒJ Does D Does Not have funds that are immediately verifiable and available in an amount not less than the amount stated as Cash at Closing in $ 4.1. 4.5. New Loan. 4.5.1. Buyer to Pay Loan Costs. Buyer, except as otherwise permitted in $ 4.2. (Seller Concession), if applicable, must timely pay Buyer's loan costs, loan discount points, prepaid items and loan origination fees as required by lender. 4.5.2. Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to Buyer, including a different loan than initially sought, except as restricted in § 4.5.3. (Loan Limitations) or § 30 (Additional Provisions). 4.5.3. Loan Limitations. Buyer may purchase the Property using any of the following types of loans: []Conventional [] Other ny loan at Buyer's sole discretion, but the purchase shall not be contingent on Buyer securing said loan d, ggumptien leeye+e'tee9tee9Neelpey enewistigleenithee-pNeNieteemeeutkthe?eseeptienelenee eetfethin} k (Prjeeenderme)repreeelypeyebleet. pe ijneleding prineipel enditerest presrerely eetetehereateeref "9rperemremered elserine lereline reserefer=tehe fellowinrgreinedieeateeeds- {}Rel Estate eves k] reperty leuremee-emieum emdl_y leyeregreee tepe'y e-leen terenkerfeeetteereeed. ,ltthetimeeefe@eleueptiemtheneww+ iterestreteawi ete»eeed. 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CBS4-6-24. CONTRACT TO BUY AND SELL REAL ESTATE (LAND)

Page 5 of21 2121 Broadway

242 243 211

47 J J Seller. May.Terminate. Seller istoproide Seller financig tbisoraclisconditionaluupan Seller.delesmiuiug,lheí.her.such financings salisfacto3la.the.Seller,including.lpsuets uerestate lets,coandilions,csl edeemplienee jhthelee elleheet heeighttekeyminete eden}bkluremnerbel@peeler @pi etokineneingBeedkino feueh ellenkneneie ieeteti@leteryteelerin ellenigelesetbjeeti edieeretiem 4ukuyer Nleeyeineter}feyer ie tepeeyel er eerey perteieme the-ewreheeeHriees wheeler erep etee kineeigr this@nee-reenliienel ewepen ueyeletemigs whether-eeeh kin eNe-igs«le» seeieleeey tee euvyerieluligees availabilitsyp0ymess interest0le ems seditions and cos luye hasthelightalruinateundejlddon or=boleo>ollor ieteinneinebeedinerifsrerel elererprivetetirereingisetsetifereteryetereeyerg i eeyeri srsreesrejeetiveedisreretier

215

TRANSACTION PROVISIONS

3l 3

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CBS4-6-24. CONTRACT TO BUY AND SELL REAL ESTATE (LAND)

Page6of21 2121 Broadway

261

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28l 22.

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283. 284 285 286. 282. 288%289. 200. 20k 202, 203 294 205.

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Eacunen4staluuyeatSellers.expense. Sellersobliga4ion-lapide.the.4ssociatian.lacumensis.fulfilledupo luuyersreceipl eftheds@eeielienbeeumesegerdless@fuuheprevidessuehdoeumens Gas3, Agsoeitionogumento nweeeietiendeeueteh@eeietieneeumente)eeneistefthefolle iig! a3±. All.dsseeieienleelerelieerielesoliep9eelenyilly0lleleselegell0keep9eel-gegeemes rules and regulations pew,yuuall agreemesgndthe.association-isresponsiblegevereneepolicies0doped under}3.32- a-3Qs, a32, 4iutesolsd})thegleloilesi ore bes ueotigendl) lyi»elisio.bolsi rene(ges veligei such minutes.ielude these provided,understhemost@wren annual.disoleswretequidudes}3S. 33d..S, 40nuol Eisclosure)admiuesloeeigeitany lubequetotheiuesdisclosedithednnualdisslosuze dfnoneotthepeselig ainutesexists then.the.most@centiuues iuanyl3l, andla. collectiuelusioueringacumens)and Gads3, koiet@foll d@seeielieniwenepelielope iledithen@eeilienileethnneelliselesweeeleedig butnetliuiteodtepepelyygyenerolliobilisyesse@i0liendieeegndoftieeypelessienalliabilisydtideli,y policies dhelistust include.the.company names policy.limits policy deductibles.additional.named.insureds.and.espiualian.dales.althe.policies.listed a3d, de kistbyi wilype @lthe lese@ielioni8elle.ieludigbeth eglleid e-peeielse@snelle diselesedithenlsseeietien@lestnhneliselesewet a3£, lle.dssociatienismesresentkinoneialdosumesauuhich.consistofd}thedssocioliensopereigbulge Loathesuuuentliscal.years(d)the.association,ks.postecenanua.linancal sateens„includiugly amounts held.intreseult thenkigeelyeeiodieteely sep9eeeedigthe lseeitien@leste duellisgeleue(&)atheeultgn@ftheu ad@eeietien@ne@tee@ont CBS4-6-24. CONTRACT TO BUY AND SELL REAL ESTATE (LAND)

Page 7 of21 2121 Broadway

33k 33l. 333. 394

aailable.financial.audit.areuieu, d±.list.aftbe fees.and.cbarges regardless..of name or.title.afsuch.fees or charges)that.be Association-iscommunia,y association manager}ssocialionsuillclarge sonnes4iensuit.the.losigicludiug bu4nolliuaited teelylee-lie-ilent-tethe-eleeeefthenull@eeeietie eeeetelee9Nee(bteeteeusettee)reeye eeheveep-edetefeeehegeed le heteeteeletter,eyeteeeedeheeeleeerewwere/ipreeeedetereelerfee(eleeedlenee=lee)pleesteereeeeeelevee Nerte(ietefi elee8e88eNeee}weltebepeidied» eeee8el e8es ewleigeeepieleellileigeed(é)eel ewetly=levy} }ls3sk end .»eeleetively, Fineneiel beeumens) labs whey Awwiten-etieeke theneeseeieteieteelleref eeeetreutetieeleleeteetien eunder}0lsé GRS, jthjnthepessiemethendtheesuktef vhetherthen leseeieiensepp9en edendiseppwe iedseueheetien(ens-elien electllocumens)- llothing-in.this>Section limits.t.he.Sellers.obligeionta.discloseaduesem-aerial.facts-astequiuedudes}.d2 disslesure.otdduerse)datersialliaslssubsequentllisslosues bksesentodilin)ineludiglys pollens.dole@lsiutles@tue alanesor.liunited.cotton.lanes.alt.he.dssocialionppally Zd, ondiional.an.luger's Bexie luuerbasthe.righllorsuiethe.association.laclumens. luus.hasthe.lighllo kermieeunder}bd- lu ene=belote»osso@itienooumonts!mitionogdkio besodloewy wseileetey-pelviieni anyolthe. association.dlosumos in-duyors sole subjectiwi@discretion Should±us,sere@eiothe.dssocial-ion-.dlosumensales nosoeitino@uentgBeadkinekuye et uwyersepienheotherightte.kermeterender}lkk y uyero letieete Ferrierertcerereeiveehbrybsrelerereorrbre ferreteerediereyree#iter eryerrereeitererfietehressrereirerteieorberererrerte.ferrerederesrrerreeeve

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the.Association.lacumens,arifBuyers.latices.talerminate would.otherwise be.required.ta. be.received.by.Seller.after.lasing

336. 33l. 33S.

Date,buyers loticetolersainale.must bezeceisued by Seller.on or before.lasing lfSeller.doesnotteceiuebuyers laticeto dieu0iOelliillinsuchliueldllyil@lie8eplillepolillosollheksellinllsl0el0lillel,y9dl}lu,yilillililinlydg ll 4aluminaialunderdhis.proulionnoluithstanding be provisions.of}6 (dbiudartilig,hl4aliurshasel0pp»)

339 340 341 342 343 344 345 346 347 348 349 350 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376

8.

TITLE INSURANCE, RECORD TITLE AND OFF-RECORD TITLE. 8.1. Evidence of Record Title. [] 8.1.1. Seller Selects Title Insurance Company. If this box is checked, Seller will select the title insurance company to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline, Seller must furnish to Buyer, a current commitment for an owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price, or if this box is checked, D an Abstract of Title certified to a current date. Seller will cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing. [] 8.1.2. Buyer Selects Title Insurance Company. If this box is checked, Buyer will select the title insurance company to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline, Buyer must furnish to Seller, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price. If neither box in § 8.1.1. or§ 8.1.2. is checked, § 8.1.1. applies. 8.1.3. Owner's Extended Coverage (OEC). The Title Commitment ~ Will D Will Not contain Owner's Extended Coverage (OEC). If the Title Commitment is to contain OEC, it will commit to delete or insure over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4) unrecorded mechanics' liens, (5) gap period (period between the effective date and time of commitment to the date and time the deed is recorded) and (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain OEC will be paid by [] Buyer [ seller [] one-Half by Buyer and One-Half by Seller [ other-----------Regardless of whether the Contract requires OEC, the Title Insurance Commitment may not provide OEC or delete or insure over any or all of the standard exceptions for OEC. The Title Insurance Company may require a New Survey or New ILC, defined below, among other requirements for OEC. If the Title Insurance Commitment is not satisfactory to Buyer, Buyer has a right to object under $8. 7. (Right to Object to Title, Resolution). 8.1.4. Title Documents. Title Documents consist of the following: (I) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property and (2) copies of any other documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions) in the Title Commitment furnished to Buyer (collectively, Title Documents). 8.1.5. Copies of Title Documents. Buyer must receive, on or before Record Title Deadline, copies of all Title Documents. This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county where the Property is located. The cost of furnishing copies of the documents required in this Section will be at the expense of the party or parties obligated to pay for the owner's title insurance policy. 8.1.6. Existing Abstracts of Title. Seller must deliver to Buyer copies of any abstracts of title covering all or any portion of the Property (Abstract of Title) in Seller's possession on or before Record Title Deadline. 8.2. Record Title. Buyer has the right to review and object to the Abstract of Title or Title Commitment and any of the Title Documents as set forth in 8.7. (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer's objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If the Abstract of Title, Title Commitment or Title Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (I) any CBS4-6-24. CONTRACT TO BUY AND SELL REAL ESTATE (LAND)

Page 8 of21 2121 Broadway

377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 4 IO 411 412 413 414 415 416 417 44. k9 42l d22.

required Title Document not timely received by Buyer, (2) any change to the Abstract ofTitle, Title Commitment or Title Documents, or (3) any endorsement to the Title Commitment. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this§ 8.2. (Record Title), any title objection by Buyer is governed by the provisions set forth in 8.7. (Right to Object to Title, Resolution). If Setler has fulfilled alt Seller's obligations, if any, to deliver to Buyer all documents required by § 8.1. (Evidence of Record Title) and Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents as satisfactory. 8.3. Off-Record Title. Seller must deliver to Buyer, on or before Off-Record Title Deadline, true copies of alt existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all easements, liens (including, without limitation, governmental improvements approved, but not yet installed) or other title matters not shown by public records, of which Setler has actual knowledge (Off-Record Matters). This Section excludes any New ILC or New Survey governed under $ 9 (New ILC, New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by public records (e.g., unrecorded easement, boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Setler or revealed by such inspection, notwithstanding $ 8.2. (Record Title) and $ 13 (Transfer of Title)), in Buyer's sole subjective discretion, must be received by Setler on or before OffRecord Title Objection Deadline. If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this§ 8.3. (Off-Record Title), any title objection by Buyer is governed by the provisions set forth in $ 8.7. (Right to Object to Title, Resolution). If Setler does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer accepts title subject to such Off-Record Matters and rights, if any, of third parties not shown by public records of which Buyer has actual knowledge. 8.4. Special Taxing and Metropolitan Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND RECORDER, OR THE COUNTY ASSESSOR. The official website for the Metropolitan District, if any, is: N/A . 8.5. Tax Certificate. A tax certificate paid for by D Seller ~ Buyer, for the Property listing any special taxing or metropolitan districts that affect the Property (Tax Certificate) must be delivered to Buyer on or before Record Title Deadline. If the content of the Tax Certificate is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may terminate, on or before Record Title Objection Deadline. Should Buyer receive the Tax Certificate after Record Title Deadline, Buyer, at Buyer's option, has the Right to Terminate under§ 24.1. by Buyer's Notice to Terminate received by Seller on or before ten days after Buyer's receipt of the Tax Certificate. If Buyer does not receive the Tax Certificate, or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing Date, Buyer's Notice to Terminate must be received by Setler on or before Closing. If Setler does not receive Buyer's Notice to Terminate within such time, Buyer accepts the content of the Tax Certificate as satisfactory and Buyer waives any Right to Terminate under this provision. If Buyer's loan specified in §4.5.3. (Loan Limitations) prohibits Buyer from paying for the Tax Certificate, the Tax Certificate will be paid for by Setler. 86, Ehigd.Porty bight.to.Eurohesol%pprose kfonsthiudparty=hosright to-purchasetheRopey@gr l g toffust releereletele repertey, riehtterprereleerewehe reperteyternelereleesreererepeiereheledbyetehired perey eterperehesretele rever'ey}ere aightolathud.party to0ppoethisonroeSelle.nus&promptly submit,hisore4according.othetermosgndconditions.of oeuehight, }fthethdpewteyhelderefsuehightewereiesisightthisenereet ill terminate lfthet hid petys iglttepeurehese issuiaiwed.explicit.l3yore3puces or.the..onuaclisapproved this.antral-auill.remain.in.full.fozceand.effect.Selle.nus-promptly

d23.

notifjluyerinzriting.aftbe foregoing. ftbe. bird.pay righto-purchase is.exercised.or.approalafthis.Contract has noloccured

424. 4lS 426 427 428 429 430 431 432 433 434 435

enerbefeneEiday ihttoBugehesehtep-pwove-eadkierthisenereet jllthenterminetenelle ill seuepplyte uyein riteirgr redeteerilsreferee Fhired Perter Fie hrteteer ereheseethe Prerrerteyover boreferreteheFeeenel File Dedie. 8.7. Right to Object to Title, Resolution. Buyer has a right to object or terminate, in Buyer's sole subjective discretion, based on any title matters including those matters set forth in $ 8.2. (Record Title),§ 8.3. (Off-Record Title),§ 8.5. (Tax Certificate) and§ 13 (Transfer of Title). If Buyer exercises Buyer's rights to object or terminate based on any such title matter, on or before the applicable deadline, Buyer has the following options: 8.7.1. Title Objection, Resolution. If Seller receives Buyer's written notice objecting to any title matter (Notice of Title Objection) on or before the applicable deadline and if Buyer and Setler have not agreed to a written settlement thereof on or before Title Resolution Deadline, this Contract will terminate on the expiration of Title Resolution Deadline, unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline. If either the Record Title Deadline or the Off-Record Title Deadline, or both, are extended pursuant to $8.2. (Record Title) or§ 8.3. (Off-Record Title) the

dà,

CBS4-6-24. CONTRACT TO BUY AND SELL REAL ESTATE (LAND)

Page 9 of21 2121 Broadway

436 437 438 439 440 441 442 443 444 445 446 447 448 449 450 451 452 453 454 455 456 457 458 459 460 461 462 463 464 465 466 467

Title Resolution Deadline also will be automatically extended to the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents; or 8.7.2. Title Objection, Right to Terminate. Buyer may exercise the Right to Terminate under $ 24.1., on or before the applicable deadline, based on any title matter unsatisfactory to Buyer, in Buyer's sole subjective discretion. 8.8. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including, without limitation, boundary lines and encroachments, set-back requirements, area, zoning, building code violations, unrecorded easements and claims of easements, leases and other unrecorded agreements, water on or under the Property and various laws and governmental regulations concerning land use, development and environmental matters. 8.8.1. OIL, GAS, WATER AND MINERAL DISCLOSURE. THE SURFACE ESTATE OF THE PROPERTY MA Y BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF THE SURFACE ESTATE MA Y NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER RIGHTS. THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL, GAS, OTHER MINERALS, GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE PROPERTY, WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE PROPERTY TO ACCESS THE MINERAL ESTATE, OIL, GAS OR WATER. 8.8.2. SURFACE USE AGREEMENT. THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO ACCESS THE OIL, GAS OR MINERALS MA Y BE GOVERNED BY A SURFACE USE AGREEMENT, A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND RECORDER. 8.8.3. OIL AND GAS ACTIVITY. OIL AND GAS ACTIVITY THAT MAY OCCUR ON OR ADJACENT TO THE PROPERTY MA Y INCLUDE, BUT IS NOT LIMITED TO, SURVEYING, DRILLING, WELL COMPLETION OPERATIONS, STORAGE, OIL AND GAS, OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 8.8.4. ADDITIONAL INFORMATION. BUYER IS ENCOURAGED TO SEEK ADDITIONAL INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, INCLUDING DRILLING PERMIT APPLICATIONS. THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL AND GAS CONSERVATION COMMISSION. 8.8.5. Title Insurance Exclusions. Matters set forth in this Section and others, may be excepted, excluded from, or not covered by the owner's title insurance policy. 8.9. Mineral Rights Review. Buyer has a Right to Terminate if examination of the Mineral Rights is unsatisfactory to Buyer on or before the Mineral Rights Examination Deadline.

468 469 470 471 472 473 474 475 476 477 478 479 480 481 482 483 484 485 486 487 488 489 490 491 492 493

9.

NEW ILC, NEW SURVEY. 9.1. New ILC or New Survey. If the box is checked,(!) O New Improvement Location Certificate (New ILC); or, (2) [X] New Survey in the form of any required by Buyer or as necessary for OEC : is required and the following will apply: 9.1.1. Ordering of New ILC or New Survey. O Seller ŒJ Buyer will order the New ILC or New Survey. The New !LC or New Survey may also be a previous !LC or survey that is in the above-required form, certified and updated as of a date after the date of this Contract. 9.1.2. Payment for New ILC or New Survey. The cost of the New ILC or New Survey will be paid, on or before Closing. by: [] senter [] Buyer or:

9.1.3. Delivery of New ILC or New Survey. Buyer, Seller, the issuer of the Title Commitment (or the provider of the opinion of title if an Abstract of Title) and NIA will receive a New ILC or New Survey on or before New ILC or New Survey Deadline. 9.1.4. Certification of New ILC or New Survey. The New ILC or New Survey will be certified by the surveyor to all those who are to receive the New ILC or New Survey. 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or change to the New ILC or New Survey Objection Deadline. Buyer may, in Buyer's sole subjective discretion, waive a New ILC or New Survey if done prior to Seller incurring any cost for the same. 9.3. New ILC or New Survey Objection. Buyer has the right to review and object based on the New ILC or New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer, in Buyer's sole subjective discretion, Buyer may, on or before New ILC or New Survey Objection Deadline, notwithstanding§ 8.3. or§ 13: 9.3.1. Notice to Terminate. Notify Seller in writing, pursuant to $24.1, that this Contract is terminated; or 9.3.2. New ILC or New Survey Objection. Deliver to Seller a written description of any matter that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. CBS4-6-24. CONTRACT TO BUY AND SELL REAL ESTATE (LAND)

Page 10 of 21 2121 Broadway

494 495 496 497 498

9.3.3. New ILC or New Survey Resolution. Ifa New ILC or New Survey Objection is received by Seller, on or before New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration ofthe New ILC or New Survey Resolution Deadline, unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such termination (i.e., on or before expiration of New ILC or New Survey Resolution Deadline).

499

DISCLOSURE, INSPECTION AND DUE DILIGENCE

500 501 502 503 504 505 506 507 508 509 510 511 512 513 514 515 516 517 518 5I9 520 521 522 523 524 525 526 527 528 529 530 531 532 533 534 535 536 537 538 539 540 541 542 543 544 545 546 547 548 549

10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE OF WATER. 10.1. Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline, Seller agrees to del iver to Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date of this Contract. 10.2. Disclosure of Adverse Material Facts; Subsequent Disclosure; Present Condition. Seller must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an adverse material fact after the date of this Contract, Seller must timely disclose such adverse fact to Buyer. Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days after Buyer's receipt of the new disclosure. Except as otherwise provided in this Contract, Buyer acknowledges that Seller is conveying the Property and Inclusions to Buyer in an "As Is" condition, "Where Is" and "With All Faults." 10.3. Inspection. Unless otherwise provided in this Contract, Buyer, acting in good faith, has the right to have inspections (by one or more third parties, personally or both) of the Property, Leased Items, and Inclusions (Inspection), at Buyer's expense. If (I) the physical condition of the Property, including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HYAC and other mechanical systems of the Property, (2) the physical condition of the Inclusions and Leased Items, (3) service to the Property (including utilities and communication services), systems and components of the Property (e.g., heating and plumbing), (4) any proposed or existing transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the Property) and its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer may: 10.3.1. Inspection Termination. On or before the Inspection Termination Deadline, notify Seller in writing, pursuant to $24.1., that this Contract is terminated due to any unsatisfactory condition, provided the Buyer did not previously deliver an Inspection Objection. Buyer's Right to Terminate under this provision expires upon delivery of an Inspection Objection to Seller pursuant to § I 0.3.2.; or 10.3.2. Inspection Objection. On or before the Inspection Objection Deadline, deliver to Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct. 10.3.3. Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline, this Contract will terminate on Inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination (i.e., on or before expiration of Inspection Resolution Deadline). Nothing in this provision prohibits the Buyer and the Seller from mutually terminating this Contract before the Inspection Resolution Deadline passes by executing an Earnest Money Release. 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at Buyer's request (Work) and must pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability, damage, cost or expense, or to enforce this Section, including Seller's reasonable attorney fees, legal fees and expenses. The provisions of this Section survive the termination of this Contract. This § 10.4. does not apply to items performed pursuant to an Inspection Resolution. 10.5. lnsurability. Buyer has the Right to Terminate under $24.1., on or before Property Insurance Termination Deadline, based on any unsatisfactory provision of the availability, terms and conditions and premium for property insurance (Property Insurance) on the Property, in Buyer's sole subjective discretion. 10.6. Due Diligence. 10.6.1. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information pertaining to the Property and Leased Items (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline:Seller to provide all documents that are reasonably available in Seller's current possession pertaining to the subject property. 10.6.1.1. Occupancy Agreements. All current leases, including any amendments or other occupancy agreements, pertaining to the Property. Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows (Leases): N/A

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Page 11 of21 2121 Broadway

550 551 552 553 554 555 556 557 558 559 560 561 562 563 564 565 566 567 568 569 570 571 572 573 574 575 576 577 578 579 580 581 582 583 584 585 586 587 588 589 590 591 592 593 594 595 596 597 598 599 600 60 I 602 603 604 605 606 607

10.6.1.2. Leased Items Documents. If any lease of personal property(§ 2.5.4., Leased Items) will be transferred to Buyer at Closing, Seller agrees to deliver copies of the leases and information pertaining to the personal property to Buyer on or before Due Diligence Documents Delivery Deadline. 10.6.1.3. Encumbered Inclusions Documents. If any Inclusions owned by Seller are encumbered pursuant to § 2.5.2. (Encumbered Inclusions) above, Seller agrees to deliver copies of the evidence of debt, security and any other documents creating the encumbrance to Buyer on or before Due Diligence Documents Delivery Deadline. 10.6.1.4. Solar Power Plan. Copy of any Solar Power Plan not included in Leased Items (regardless of its name or title). 10.6.1.5. Septic Use Permit. If required by the local health department or other applicable government entity, on or before the local health department's applicable deadline, Seller must pay for and furnish to Buyer a Septic Use Permit. 10.6.1.6. Other Documents. If the respective box is checked, Seller agrees to additionally deliver copies of the following: 10.6.1.6.1. All contracts relating to the operation, maintenance and management of the 8 Property; [] 10.6.1.6.2. Property tax bills for the last years; [] 10.6.1.6.3. As-built construction plans to the Property and the tenant improvements, including architectural, electrical, mechanical and structural systems; engineering reports; and permanent Certi fi cates of Occupancy, to the extent now available; [X] 10.6.1.6.4. A list of all Inclusions to be conveyed to Buyer; [] 10.6.1.6.5. Operating statements for the past years; D 10.6.1.6.6. A rent roll accurate and correct to the date of this Contract; D 10.6.1.6.7. A schedule of any tenant improvement work Seller is obligated to complete but has not yet completed and capital improvement work either scheduled or in process on the date of this Contract; ~ 10.6.1.6.8. All insurance policies pertaining to the Property and copies of any claims which have been made for the past years; El 10.6.1.6.9. Soils reports, surveys and engineering reports or data pertaining to the Property (if not delivered earlier ufíder $ 8.3.); 10.6.1.6.10. Any and all existing documentation and reports regarding Phase I and II environmental reports, letters, test results, advisories and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or other toxic, hazardous or contaminated substances and/or underground storage tanks and/or radon gas. If no reports are in Seller's possession or known to Seller, Seller warrants that no such reports are in Seller's possession or known to Seller; Any Americans with Disabilities Act reports, studies or surveys concerning the 10.6.1.6.11. compliance of the Property with said Act; [ 10.6.1.6.12. All permits, licenses and other building or use authorizations issued by any governmental authority with jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations, if any; and [] 10.6.1.6.13. Other: Seller to provide all documents that are reasonably available in Seller's current possession pertaining to the subject property.

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10.6.2. Due Diligence Documents Review and Objection. Buyer has the right to review and object based on the Due Diligence Documents. If the Due Diligence Documents are not supplied to Buyer or are unsatisfactory, in Buyer's sole subjective discretion, Buyer may, on or before Due Diligence Documents Objection Deadline: 10.6.2.1. Notice to Terminate. Notify Seller in writing, pursuant to § 24.1., that this Contract is terminated; or 10.6.2.2. Due Diligence Documents Objection. Deliver to Seller a written description of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 10.6.2.3. Due Diligence Documents Resolution. If a Due Diligence Documents Objection is received by Seller, on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution Deadline, this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination (i.e., on or before expiration of Due Diligence Documents Resolution Deadline).

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Page 12 of21 2121 Broadway

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10.6.2.4. Automatic Due Diligence Extension. If a Due Diligence Document is not delivered on or before the Due Diligence Documents Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Due Diligence Document. If Buyer's right to review and object to such Due Diligence Document is extended due to such Due Diligence Document not being delivered on or before the Due Diligence Documents Deadline, the Due Diligence Document Resolution Deadline will also be extended to the earlier of Closing or fifteen days after Buyer's receipt of such Due Diligence Document. 10.6.3. Zoning. Buyer has the Right to Terminate under $ 24. I., on or before Due Diligence Documents Objection Deadline, based on any unsatisfactory zoning and any use restrictions imposed by any governmental agency with jurisdiction over the Property, in Buyer's sole subjective discretion. 10.6.4. Due Diligence - Environmental. Buyer has the right to obtain environmental inspections of the Property including a Phase I Environmental Site Assessment. D Seller ŒI Buyer will order or provide a current Phase I Environmental Site Assessment (compliant with the most current version of the applicable ASTM E 1527 standard practices for Environmental Site Assessments) and/or , at the expense of O Seller Œ] Buyer (Environmental Inspection). If the Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the Environmental Inspection Termination Deadline will be extended by 90 days (Extended Environmental Inspection Termination Deadline) and if such Extended Environmental Inspection Termination Deadline extends beyond the Closing Date, the Closing Date will be extended a like period of time. In such event, D Seller ŒJ Buyer must pay the cost for such Phase II Environmental Site Assessment. Notwithstanding Buyer's right to obtain additional environmental inspections of the Property in this § I 0.6.4., Buyer has the Right to Terminate under $ 24.1., on or before Environmental Inspection Termination Deadline, or if applicable, the Extended Environmental Inspection Termination Deadline, based on any unsatisfactory results of Environmental Inspection, in Buyer's sole subjective discretion. 10.6.5. Due Diligence - ADA. Buyer, at Buyer's expense, may also conduct an evaluation whether the Property complies with the Americans with Disabilities Act (ADA Evaluation). All such inspections and evaluations must be conducted at such times as are mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the Property, ifany. Buyer has the Right to Terminate under§ 24.1., on or before ADA Evaluation Termination Deadline, based on any unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion. 9,3. GonditienlUpon ale of;opeyEh@Centreetieeenditienel eupen the sele end eleeingeftheteertein preperte awned bluer.and.commonly known.as. Buer. bas thelighttolermieteunde}ad,d. efeetiveupon>elesreeeiptlluyorsletieetolrmietenor=boleroeonditienglgle Doodlinoilsuch-poperyis notsold and closed bysuch deadline,lbisSection-is trthesale benefit.of Buyer lfSollerdoesnot eeeil elulyorslelieetelieieleeneboleelkonditionellenbedlinolkwlyet eil eeny keiglte=lemmiee lethis

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Page 13 of21 2121 Broadway

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CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING. 12.1. Closing Documents and Closing Information. Seller and Buyer will cooperate with the Closing Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If Buyer is obtaining a loan to purchase the Property, Buyer acknowledges Buyer's lender is required to provide the Closing Company, in a timely manner, all required loan documents and financial information concerning Buyer's loan. Buyer and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this transaction. Buyer and Seller will sign and complete all customary or reasonably required documents at or before Closing. 12.2. Closing Instructions. Colorado Real Estate Commission's Closing Instructions O Are [] Are Not executed with this Contract. 12.3. Closing. Delivery of deed from Seller to Buyer will be at closing (Closing). Closing will be on the date specified as the Closing Date or by mutual agreement at an earlier date. At Closing, Seller must provide Buyer with the ability to access the Property. The hour and place of Closing will be as designated by mutual agreement of the parties 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality and extent of service vary between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies). %.5 ssigreneo Eeases; eHerrrrstrssigrrtrDryerareases tersirrgtehrtvileeorreirrre fitere#orsirg ad Drye #teleteeeeeellepseblgetiene eelereeeh lreesegetlher ellereeettrerefereeeyereleesedeereeed eeeignteeeyeroeeh leerefeehereeereeh leereeeeptedbyeHeyerprerrereretell( reeed He#}

697 698 699 700 701

13. TRANSFER OF TITLE. Subject to Buyer's compliance with the terms and provisions of this Contract, including the tender of any payment due at Closing, Seller must execute and deliver the following good and sufficient deed to Buyer, at Closing: [XI special warranty deed O general warranty deed O bargain and sale deed O quit claim deed O personal representative's deed O deed. Seller, provided another deed is not selected, must execute and deliver a good and sufficient special warranty deed to Buyer, at Closing. Unless otherwise specified in§ 30 (Additional Provisions), if title will be conveyed using a special warranty deed or a general warranty deed, title will be conveyed "subject to statutory exceptions" as defined in $38-30-113(5)a), C.R.S.

702 703 704 705

14. PAYMENT OF LIENS AND ENCUMBRANCES. Unless agreed to by Buyer in writing, any amounts owed on any liens or encumbrances securing a monetary sum against the Property and Inclusions, including any governmental liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not, and previous years' taxes, will be paid at or before Closing by Seller from the proceeds of this transaction or from any other source.

706 707 708 709 710 711 712 713 714 715 716 717

15. CLOSING COSTS, FEES, ASSOCIATION STATUS LETTER AND DISBURSEMENTS, TAXES AND WITHHOLDING. 15.1. Closing Costs. Buyer and Seller must pay, in Good Funds, their respective closing costs and all other items required to be paid at Closing, except as otherwise provided herein. 15.2. Closing Services Fee. The fee for real estate closing services must be paid at Closing by O Buyer O Seller [] one-Half by Buyer and One-Half by Seller O Other _ 15.3. Association Fees and Required Disbursements. At least fourteen days prior to Closing Date, Seller agrees to promptly request that the Closing Company or the Association deliver to Buyer a current Status Letter, if applicable. Any fees associated with or specified in the Status Letter will be paid as follows: 15.3.1. Status Letter Fee. Any fee incident to the issuance of Association's Status Letter must be paid by Seller. 15.3.2. Record Change Fee. Any Record Change Fee must be paid by O Buyer O Seller O One-Half by Buyer and One-Half by Seller [] N/A.

695

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Page 14 of21 2121 Broadway

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15.3.3. Reserves or Working Capital. Unless agreed to otherwise, all reserves or working capital due (or other similar cost not addressed in§ 16.2. (Association Assessments)) at Closing must be paid by [] Buyer [] setter [] one-Half by Buyer and One-Half by Seller [] N/A. 15.3.4. Other Fees. Any other fee listed in the Status Letter as required to be paid at Closing will be paid by D Buyer D Seller D One-Half by Buyer and One-Half by Seller Œ] NIA. 15.4. Local Transfer Tax. Any Local Transfer Tax must be paid at Closing by [] Bayer [] setter [] one-HaIr by Buyer and One-Half by Seller [] N/A. 15.5. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction must be paid when due by D Buyer D Seller D One-Half by Buyer and One-Half by Seller []] NIA. 15.6. Private Transfer Fee. Any private transfer fees and other fees due to a transfer of the Property, payable at Closing, such as community association fees, developer fees and foundation fees, must be paid at Closing by D Buyer D Seller [one-Half by Buyer and One-Half by Seller ŒJ NIA. 15.7. Water Transfer Fees. Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed $ NIA for: [] water District/Municipality [water Stock [] Augmentation Membership []small Domestic Water Company [] and must be paid at Closing by []Buyer [] setter [] one-Half by Buyer and One-Half by Seller D NIA. 15.8. Utility Transfer Fees. Utility transfer fees can change. Any fees to transfer utilities from Seller to Buyer must be paid by [] Buyer [] setter [] one-Half by Buyer and One-Half by Seller D NIA. 15.9. FIRPTA and Colorado Withholding. 15.9.1. FIRPTA. The Internal Revenue Service (IRS) may require a substantial portion of the Seller's proceeds be withheld after Closing when Seller is a foreign person. If required withholding does not occur, the Buyer could be held liable for the amount of the Seller's tax, interest and penalties. If the box in this Section is checked, Seller represents that Seller D IS a foreign person for purposes of U.S. income taxation. If the box in this Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S. income taxation. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller's foreign person status. If withholding is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or if an exemption exists. 15.9.2. Colorado Withholding. The Colorado Department of Revenue may require a portion of the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after Closing, if not otherwise exempt. Seller agrees to cooperate with Buyer and Closing Company to provide any reasonably requested documents to verify Seller's status. If withholding is required, Seller authorizes Closing Company to withhold such amount from Seller's proceeds. Seller should inquire with Seller's tax advisor to determine if withholding applies or if an exemption exists.

751 752 753 754 755 756 757 758 759 760

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PRORATIONS AND ASSOCIATION ASSESSMENTS. 16.1. Prorations. The following will be prorated to the Closing Date, except as otherwise provided: 16.1.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the year of Closing, based on D Taxes for the Calendar Y1¡ar In¡m~diate~~ Closing [xl Most Recent Mill Levy and Most Recent Assessed Valuation.f],other _a4 _3art}el}\, 16.1.2. Rents. Rents based on []Rents Actually Received [] Accrued. At Closing, Seller will transfer or credit to Buyer the security deposits for all Leases assigned to Buyer, or any remainder after lawful deductions, and notify all tenants in writing of such transfer and of the transferee's name and address. 16.1.3. Other Prorations. Water and sewer charges, propane, interest on continuing loan and _ 16.1.4. Final Settlement. Unless otherwise specified in Additional Provisions, these prorations are final. dggeeitien ph@89et leu elle gelles illeeelele lie@el@el elle l@eelelet le@el@)peide in 62 adiuancaauuill.he.credited.ta.Seller.al.lasing, All Association. assessments.accrued.before.lasing,nus±he.paid.by>Seller.and.all àssociali0ndssessuaesaccluedaled.lasiugy tuslhepaidhyluuuau.asha.rese0ies.heldaula.tt.be.segulallssocialiandßß@E@Rls kerdoleedmeiteneneebythe asseeieienv il}notbe@rodiedteelkeroNee-pasnmeyne@therwvicep9revidedbythe@vu@ring Eocuments. any.special.assessment.assessed prior.to{Closing ate. by the.association ill be the. obligation..af. ]Buyer. l} ollen kiveephewioveey epeeiekesses-menbythe sseeieienferimpen omesthethovebeeniekledas.fthedeteok

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17. POSSESSION. Possession of the Property and Inclusions will be delivered to Buyer on Possession Date at Possession Time, subject to the Leases as set forth in § I 0.6.1. I. If Seller, after Closing occurs, fails to deliver possession as specified, Seller will be subject to eviction and will be additionally liable to Buyer, notwithstanding§ 20.2. (If Seller is in Default), for payment of$ 200.00 per day (or any part of a day

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CBS4-6-24. CONTRACT TO BUY AND SELL REAL ESTATE (LAND)

Page 15 of21 2121 Broadway

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notwithstanding§ 3.3., Day) from Possession Date and Possession Time until possession is delivered. Additionally, Buyer may pursue a claim against Seller for any of Buyer's actual additional damages incurred by Buyer in excess of such amount.

777

GENERAL PROVISIONS

778 779 780 781 782 783 784 785 786 787 788 789 790 791 792 793 794 795 796 797 798 799 800 80 I 802 803 804 805 806 807 808 809 81 O 811 812 813 814

18. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND WALK-THROUGH. Except as otherwise provided in this Contract, the Property and Inclusions will be delivered in the condition existing as of the date of this Contract, ordinary wear and tear excepted. 18.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of loss prior to Closing (Property Damage) in an amount of not more than ten percent of the total Purchase Price and if the repair of the damage will be paid by insurance (other than the deductible to be paid by Seller), then Seller, upon receipt of the insurance proceeds, will use Seller's reasonable efforts to repair the Property before Closing Date. Buyer has the Right to Terminate under§ 24.1., on or before Closing Date, if the Property is not repaired before Closing Date, or if the damage exceeds such sum. Should Buyer elect to carry out this Contract despite such Property Damage, Buyer is entitled to a credit at Closing for all insurance proceeds that were received by Seller (but not the Association, if any) resulting from damage to the Property and Inclusions, plus the amount of any deductible provided for in the insurance policy. This credit may not exceed the Purchase Price. In the event Seller has not received the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or, at the option of Buyer, (I) Seller must assign to Buyer the right to the proceeds at Closing, if acceptable to Seller's insurance company and Buyer's lender; or (2) the parties may enter into a written agreement prepared by the parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such damage, not exceeding the total Purchase Price, plus the amount of any deductible that applies to the insurance claim. 18.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication services), system, component or fixture of the Property (collectively Service) (e.g., heating or plumbing), fail or be damaged between the date of this Contract and Closing or possession, whichever is earlier, then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent that the maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not repaired or replaced on or before Closing or possession, whichever is earlier, Buyer has the Right to Terminate under $ 24.1., on or before Closing Date, or, at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service. Such credit must not exceed the Purchase Price. If Buyer receives such a credit, Seller's right for any claim against the Association, if any, will survive Closing. 18.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may result in a taking of all or part of the Property or Inclusions, Seller must promptly notify Buyer, in writing, of such condemnation action. Buyer has the Right to Terminate under§ 24. I., on or before Closing Date, based on such condemnation action, in Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions, Buyer is entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of the Property or Inclusions, but such credit will not include relocation benefits or expenses or exceed the Purchase Price. 18.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract. 18.5. Risk of Loss - Growing Crops. The risk of loss for damage to growing crops by fire or other casualty will be borne by the party entitled to the growing crops as provided in § 2.8. and such party is entitled to such insurance proceeds or benefits for the growing crops.

815 816 817 818 819 820 821 822 823 824 825 826 827 828 829

19. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge that their respective broker has advised that this Contract has important legal consequences and has recommended: (1) legal examination of title; (2) consultation with legal and tax or other counsel before signing this Contract as this Contract may have important legal and tax implications; (3) to consult with their own attorney if Water Rights, Mineral Rights or Leased Items are included or excluded in the sale; and (4) to consult with legal counsel if there are other matters in this transaction for which legal counsel should be engaged and consulted. Such consultations must be done timely as this Contract has strict time limits, including deadlines, that must be complied with. 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence for all dates and deadlines in this Contract. This means that all dates and deadlines are strict and absolute. If any payment due, including Earnest Money, is not paid, honored or tendered when due, or if any obligation is not performed timely as provided in this Contract or waived, the non-defaulting party has the following remedies: 20.1. If Buyer is in Default: D 20.1.1. Specific Performance. Seller may elect to cancel this Contract and all Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money is not a penalty, and the parties agree the

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amount is fair and reasonable. Seller may recover such additional damages as may be proper. Alternatively, Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or damages, or both. 20.1.2. Liquidated Damages, Applicable. This§ 20.1.2. applies unless the box in § 20.1.1. is checked. Seller may cancel this Contract. All Earnest Money (whether or not paid by Buyer) will be paid to Seller and retained by Seller. It is agreed that the Earnest Money amount specified in $4.1. is LIQUIDATED DAMAGES and not a penalty, which amount the parties agree is fair and reasonable and (except as provided in§§ 10.4. and 21), such amount is SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract. Seller expressly waives the remedies of specific performance and additional damages. 20.2. If Seller is in Default: 20.2.1. Specific Performance, Damages or Both. Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper. Alternatively, in addition to the per diem in $ 17 (Possession) for failure of Seller to timely deliver possession of the Property after Closing occurs, Buyer may elect to treat this Contract as being in full force and effect and Buyer has the right to specific performance or damages, or both. 20.2.2. Seller's Failure to Perform. In the event Seller fails to perform Seller's obligations under this Contract, to include, but not limited to, failure to timely disclose Association violations known by Seller, failure to perform any replacements or repairs required under this Contract or failure to timely disclose any known adverse material facts, Seller remains liable for any such failures to perform under this Contract after Closing. Buyer's rights to pursue the Seller for Seller's failure to perform under this Contract are reserved and survive Closing.

848 849 850

21. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration or litigation relating to this Contract, prior to or after Closing Date, the arbitrator or court must award to the prevailing party all reasonable costs and expenses, including attorney fees, legal fees and expenses.

%Sk s2. 853 85d. 8é 856. 85z 86. 50.

22. MEBEEQ fedipeute-eieeseletig tethisentereet(whether-prierteesakterlesig)endieneteselwedethepe'eies muskspeeeedgeodkaihtemedieien 4edialienispeeessiwuhiehtheeiemeeuuihgno-peielpersenwuhehelps 4a.resalue.the.dispue.in.íorzallyi and.confidentially. áedialorscanna4iupose binding.decisions. Eetore.any.medialedseulementis binding,the parties lathe.dispuue. musla@eeto.the.settlement in.writing=the.par4iesill.jointlapp0an.acceptable. mediator end jlkshereeeqely itheeestelseuehmedietien kheebkgetientemedietereunlessethew iseegeed will term-ieteiftheerie dispuíeisnosesalauediuií.bin.thirty.dais.alt.he.date.zriííen.notice.tequeslg,mediation.is.delisuered.by.one.pal.tat.he.at.her.alhal paislasknown.address physical.or.electronic.as pouidedin.j26) loathing,in.this.section.prohibits.cilhepal3ufiom tiling,a dauuslull and.recording-a luspaudauusaldectingthe l}ropey.belore ualier.lbedale.oluuilen-notice tequelgmediation, álhis Sectionillnotaler.any date.in.this.anracunless.aterise.agreed

860 861 862 863 864 865 866 867 868 869 870

23. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder must release the Earnest Money following receipt of written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder, in its sole subjective discretion, has several options: (1) wait for any proceeding between Buyer and Seller; (2) interplead all parties and deposit Earnest Money into a court of competent jurisdiction (Earnest Money Holder is entitled to recover court costs and reasonable attorney and legal fees incurred with such action); or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest Money Holder's notice to the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer. In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time of any Order, Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court. Eheparties refivm-the obligation of22Mediation), This Section will survive cancellation or termination of this Contract.

871 872 873 874 875 876 877 878 879

24.

880 881 882 883

25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL; SUCCESSORS. This Contract, its exhibits and specified addenda, constitute the entire agreement between the parties relating to the subject hereof and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract is valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or

TERMINATION. 24.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the termination is effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such written notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not received on or before the specified deadline, the party with the Right to Terminate accepts the specified matter, document or condition as satisfactory and waives the Right to Terminate under such provision. Any Notice to Terminate delivered after the applicable deadline specified in the Contract is ineffective and does not terminate this Contract. 24.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder must be timely returned to Buyer and the parties are then relieved of all obligations hereunder, subject to §§ 10.4. and 21.

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obligation in this Contract that, by its terms, exists or is intended to be performed after termination or Closing survives the same. Any successor to a party receives the predecessor's benefits and obligations of this Contract.

886 887 888 889 890 891 892 893 894 895 896 897 898 899 900

26.

NOTICE, DELIVERY AND CHOICE OF LAW. 26.1. Physical Delivery and Notice. Any document or notice to Buyer or Seller must be in writing, except as provided in $26.2. and is effective when physically received by such party, any individual named in this Contract to receive documents or notices for such party, Broker, or Brokerage Firm of Broker working with such party (except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm). 26.2. Electronic Notice. As an alternative to physical delivery, any notice may be delivered in electronic form to Buyer or Seller, any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker working with such party ( except any notice or delivery after Closing, cancellation or Termination must be received by the party, not Broker or Brokerage Firm) at the electronic address of the recipient by facsimile, email or Docuign 26.3. Electronic Delivery. Electronic Delivery of documents and notice may be delivered by: (I) email at the email address of the recipient, (2) a link or access to a website or server provided the recipient receives the information necessary to access the documents, or (3) facsimile at the facsimile number (Fax No.) of the recipient. 26.4. Choice of Law. This Contract and all disputes arising hereunder are governed by and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for real property located in Colorado.

901 902 903 904 905

27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal will expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to $26 on or before Acceptance Deadline Date and Acceptance Deadline Time. If accepted, this document will become a contract between Seller and Buyer. A copy of this Contract may be executed by each party, separately and when each party has executed a copy thereof, such copies taken together are deemed to be a full and complete contract between the parties.

906 907 908 909

28. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith including, but not limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations; Title Insurance, Record Title and Off-Record Title; New ILC, New Survey; and Property Disclosure, Inspection, Indemnity, lnsurability, Due Diligence and Source of Water.

910 911 912 913 914 915 916 917 918

29. BUYER'S BROKERAGE FIRM COMPENSATION. Buyer's brokerage firm's compensation will be paid, at Closing, as follows: [] 29.1. NIA% of the Purchase Price or$ N/A by Seller. Buyer's brokerage firm is an intended third-party beneficiary under this provision only. The amount paid by Seller under this provision is in addition to any other amounts Seller is paying on behalf of Buyer elsewhere in this Contract. D 29.2. NIA% of the Purchase Price or$ NIA by Buyer pursuant to a separate agreement between Buyer and Buyer's brokerage firm. This amount may be modified between Buyer and Buyer's brokerage firm outside of this Contract. D 29.3. N/A % of the Purchase Price or $ N/A by a separate agreement between Buyer's brokerage firm and Sel Ier' s brokerage firm.

919

ADDITIONAL PROVISIONS AND ATTACHMENTS

920 921 922 923 924 925 926 927 928 929 930 931

30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission.) 1.Section 2.3 - The Seller is further defined as "City of Boulder Central Area General Improvement District, a general improvement district formed pursuant to Chapter 8-4, Boulder Revised Code 1981." 2. The Colorado Group, Inc. makes no disclosure to any prospective Buyers or Tenants as to the suitability of the zoning in place for the particular or specific use intended by the user. It is the obligation of the Buyer/Tenant to confirm with the municipality that their intended use is acceptable in the zoning category present. 3.ltis recommended that all parties consult with professional legal and tax counsel in regard to all real estate transactions. No representation or recommendation is made by the Broker(s), its agents, or employees as to the legal sufficiency, legal effect or legal consequences of this document and subsequent transaction documents.

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31.

OTHER DOCUMENTS. 31.1. Documents Part of Contract. The following documents are a part of this Contract: ATTACHMENT A - ADDENDUM TO CONTRACT TO BUY AND SELL REAL ESTATE (LAND) and CITY SIGNATURE PAGE

YH\(A, - Co0/1/ 'ES CUN)f be L- 4à at Coo 31.2.

Documents Not Part of Contract. The following documents have been provided but are not a part of this Contract:

N/A

943 944

SIGNATURES

945 Buyer's Name:

MA-LR Boulder, LLC

Buyer's Signature

946

Buyer's Name:

Date

Buyer's Signature

Address:

Address:

Phone No.: Fax No.: Email Address:

Phone No.: Fax No.: Email Address:

rdigginsa@midnight-auteur.com

Date

jaernia_landrock.com

[NOTE: I this offer is being countered or rejected, do not sign this document.] Seller's Name:

City of Boulder Central Area General Improvement

Seller's Signature Address: Phone No.: Fax No.: Email Address:

Date 1500 Pearl St, Suite 302 Boulder, CO 80302 (303)413-7302 JonesC_a_bouldercolorado.go

Seller's Name:

Seller's Signature

Date

Address: Phone No.: Fax No.: Email Address:

947

END OF CONTRACT TO BUY AND SELL REAL ESTATE

948

BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. A.

Broker Working With Buyer

Broker O Does O Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in $ 23,ir the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written

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mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Broker is working with Buyer as a [] Buyer's Agent

O Transaction-Broker in this transaction.

[] customer. Broker has no brokerage relationship with Buyer. See $ B for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid as specified in $29 above. This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any compensation agreement between the brokerage firms must be entered into separately and apart from this provision. Brokerage Firm's Name: Brokerage Firm's License#: Broker's Name: Broker's License#:

Broker's Signature

Date

Address: Phone No.: Fax No.: Email Address:

B.

Broker Working with Seller

Broker O Does [ Does Not acknowledge receipt of Earnest Money deposit. Broker agrees that if Brokerage Firm is the Earnest Money Holder and, except as provided in § 23, if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earne Money check has cleared. Broker is working with Seller as a

ler's Agentìi'Transaction-Broker in this transaction.

O Customer. Broker has no brokerage relationshi/4th Seller. See§ A for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by [] seller [] Buyer []other This Broker's Acknowledgments and Compensation Disclosure is for disclosure purposes only and does NOT create any claim for compensation. Any agreement to pay compensation must be entered into separately and apart from this provision. Brokerage Firm's Name: Brokerage Firm's License#: Broker's Name: Broker's License#:

The Colorado Group, Inc. EC50840 McBride, Reichenberg, Littmann FA 100043911, EA04O003804, FA040004 149

Broker's Signature

Address:

Date

3101 Iris Ave, Suite 240 Boulder, CO 80301

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Phone No.: Fax No.: Email Address:

(303)419-2131 (303)4-49-8250

mcbride@coloradogroup.com. _scottacoloradogroup.com. neilacoloradogroup.com

949

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