Purchase and Sale Agreement FULLY EXECUTED 8-7-18

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(hereinafter referred to as the "Water Rights"). (The Real Property and the Water Rights are collectively referred to herein as the "Property".) B. WHEREAS, Seller desires to sell and Purchaser desires to purchase the Real Property and the Water Rights all as is hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing, payment of the purchase price and the mutual covenants hereinafter set forth, the parties hereby agree as follows: 1. Purchase Price: Seller agrees to sell and Purchaser agrees to purchase the Property for a total purchase price of $4,320,500.00 payable in cash at closing, including earnest money. The allocation of the Purchase Price between the Real Property and the Water Rights is as follows: Real Property: $3,300,000.00 Water Rights: $1,020,500.00 (plus such additional consideration as set forth in Paragraph I. I.) 1.1 Additional Consideration. The Purchase Price for the Water Rights is based on preliminary analysis of consumptive use that Purchaser had done in 2016, which determined that there were 54 acres being irrigated and that the water right had a consumptive use of 157 acre-feet per year (157 acre-feet / 54 acres = 2.907 acre-feet per acre per year). The 157 acre-feet of consumptive use multiplied by $6,500.00 per consumptive acre-foot results in a purchase price of the Water Rights of $1,020,500.00. If within sixty (60) months of the Closing of this transaction, Purchaser, in a Water Right transfer process, has confirmed a consumptive acre-feet figure that is greater than 157 consumptive acre-feet, the Purchaser shall pay additional consideration equal to the number of consumptive acre-feet above 157 acre-feet that is available for transfer multiplied by $6,500.00. This obligation on the part of Purchaser to pay additional consideration shall survive the Closing of the sale of the Property, shall not merge into the Statutory Warranty Deed or the Water Rights Deed delivered at Closing. Seller may specifically enforce the rights Seller has to additional consideration in the event Seller is entitled to additional consideration. In the event Seller is entitled to additional consideration then, in that event Purchaser shall notify Seller in writing of the obligation to pay Seller additional consideration within fourteen (14) days of the determination that there are additional consumptive acre-feet available over the 157 acre-feet. Purchaser shall pay Seller the additional consideration within fourteen (14) days of the notice. Seller shall pay real estate excise tax, if any due, on said additional consideration. 2. Earnest Money: Purchaser hereby deposits, and receipt is hereby acknowledged of $10,000.00 paid or delivered as earnest money in part payment of the purchase price for the aforedescribed real estate. Earnest Money and this Agreement shall be held by AmeriTitle for the benefit of the parties hereto. 3. Purchaser's Contingencies: Purchaser's obligations to purchase the Property is specifically subject to and contingent upon the following terms and conditions: 3.1. The adoption of a resolution by the Kittitas County Board of County Commissioners authorizing Purchaser to fund the purchase of the Property and to purchase the Property. 3.2. Within thirty (30) days of the Effective Date, Purchaser's inspection and approval, in Purchaser's sole and absolute discretion, of the physical condition of the Property (the "Property Inspection"), including, without limitation, the conducting of soil tests (including borings), toxic and hazardous waste studies, surveys, engineering, historical use and structural studies. Any costs associated with said inspection shall be paid by Purchaser. In the event Purchasers disapproved of said inspection, then this Agreement shall terminate and the earnest money shall be refunded to Purchaser. 3.3. Purchaser's determination, in Purchaser's sole discretion, of the condition of the title for the Water Rights and such other information as may be reasonably necessary to confirm Seller's ownership Page 2 of 14 INITIALS: Seller: S M/*' /Date: Purchaser:�/Date:Seller:5 M 9- Date: 4-1 S