Purchase and Sale Agreement FULLY EXECUTED 8-7-18

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of the Water Rights and showing title to the same Water Rights to be free and clear of all encumbrances as set forth in Paragraph 6, which determination and approval shall be made or waived by Purchaser within ninety (90) days of the Effective Date of this Agreement. Seller agrees to provide Purchaser, at Purchaser's request, with information related to the diversion and use of the Water Rights. 3.4 Unless otherwise provided herein, all contingencies and conditions require notice in writing of acceptance, non-acceptance, or waiver within the time limits specified herein. In cases where a parties' failure to provide effective notice of acceptance, non-acceptance or waiver causes this Agreement to be terminable by the other party, said termination shall be effective on five (5) business days' notice by the terminating party to the other party of the intent to terminate. Nothing in this Paragraph shall expand or alter a parties' right to terminate or the other party's remedies for wrongful termination or failure to close. 4. Seller's Contingencies. Seller's obligation to sell the Real Property and/or the Water Rights is contingent on Purchaser approving or waiving both contingencies set forth above at Paragraphs 3.2 and 3.3, specifically Seller shall have no obligation to sell the Real Property and the Water Rights if Purchaser does not approve or waive both contingencies set forth above at Paragraphs 3.2 and 3.3 and if Purchaser approves or waives one of the contingencies set forth above in Paragraphs 3.2 and 33, but not the other, then this Agreement shall terminate and all Earnest Money shall be refunded to Purchaser. 5. Sale Subject to Existing Agricultural Lease. Seller has the Property leased to Rafter B, Inc., a Washington corporation. Purchaser agrees to take the Property subject to said lease. 6. Title. 6.1. Title Insurance. Title insurance shall be issued by AmeriTitle. Seller shall pay the cost of Standard Form Title Insurance. Within five (5) days of mutual acceptance of this Agreement, Seller shall arrange for the Closing Agent at Seller's expense, to apply for a preliminary commitment ("Commitment") for an ALTA form Owner's Policy for title insurance ("Policy") described in subparagraph (a) above with inflation protection, endorsements, if available at no additional charge, to be issued by the above title company. Seller shall pay title insurance and cancellation fees. 6.2. Title Insurance Exceptions/Exclusions. Seller's title to the Property is to be free and clear of all liens, encumbrances or defects except for those reservations, restrictions, covenants, easements, and rights of way apparent and/or of record which are acceptable to Purchaser. Rights reserved in federal patents or state deeds, building or use restrictions general to the district, existing easements not inconsistent with Purchaser's intended use, and building or zoning regulations or provisions, and the water rights litigation presently pending under State of Washington, Department of Ecology v. James J Acquavella, et al., Yakima County Superior Court Cause No. 77-2-01484-5, shall not be deemed encumbrances or defects. Encumbrances to be discharged by Seller may be paid out of purchase money at date of closing. If title cannot be made so insurable by Closing, and if Purchaser does not elect to waive any exceptions to the coverage which are not consistent with this subparagraph, this Agreement shall terminate and Purchaser's earnest money shall be refunded, at Purchaser's option. 6.3. Extended Title Insurance. Purchaser acknowledges that coverage afforded by Standard Form Policy of Title Insurance provides limited or no coverage for loss by reason of conflicts in boundary lines, shortage in area, encroachments or other matters which an accurate survey would disclose. More extensive coverage through an extended policy of title insurance may be available for an additional charge and subject to additional requirements imposed by the title company including a survey. If Purchaser requires or desires extended title insurance, Purchaser agrees to pay all costs in excess of those charged for the Standard Form Title Insurance, including, without limitation, increased premiums and survey costs. If a survey is required, Purchaser shall order survey within five (5) business days of receiving notice from the title company that a survey is Page 3 of 14 INITIALS: Seller: 5 (Date: 9L -It Aurchaser: /Date: I Seller:�� flDate: