Purchase and Sale Agreement FULLY EXECUTED 8-7-18

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required and the Purchaser shall pay the estimated cost of the survey prior to performance of any survey work or Purchaser can waive requirement for an extended policy and accept Standard Title Insurance. 7. Default: If either party defaults (that is fails to perform the acts required of him) in his contractual performance herein, the non -defaulting party may seek specific performance pursuant to the terms of this Agreement, damages or rescission. If the non -defaulting party seeking damages or rescission is Purchaser, the earnest money, upon demand, shall be refunded. If the non -defaulting party seeking damages or rescission is Seller, the earnest money, upon demand, shall be forfeited and paid to Seller less all charges provided for herein. In the event the Purchaser fails, without legal excuse, to complete the purchase of the Property, the earnest money deposit made by the Purchaser shall be forfeited to the Seller as the sole and exclusive remedy available to the Seller for such failure. Initials of: Seller: 1 5k-APurchaser: 34 8. Closin 8.1. Date ofClosing: For purposes of this Agreement, "date of closing" shall be constructed as the date upon which all appropriate documents are recorded and proceeds of this sale are available for disbursement to Seller. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of this definition, as available for disbursement to Seller. 8.2. Place and Time of Closing: The sale shall be closed in the offices of AmeriTitle (hereinafter the "Closing Agent"), within 30 days after the waiver of contingencies, but in any event not later than October 1, 2018, which shall be the Termination Date. 8.3. Prorations at Closinn : All taxes for the current year, rents, insurance, interest, mortgage reserves, water and other utilities constitutes liens (and other such amounts) shall be prorated as of the date of closing. Irrigation assessments, if any, shall be prorated on the basis of a 30 -day month, 183 day irrigation season (April 15 to October 15). 8.4. Seller's and Purchaser's Deliveries at Closing: At Closing, Seller shall deliver (or cause to be delivered) to Purchaser the following: 8.4.1. Real Property Deed: A duly -executed and acknowledged Statutory Warranty Deed conveying to Purchaser marketable fee simple title to the Real Property (the "Deed") free of all liens and encumbrances and defects in title other than those not objected to (or waived) by Seller as provided for herein. The Deed will be in a form prepared by Seller, subject to the reasonable approval of Purchaser. 8.4.2 Water Ri hts Deed. A duly -executed and acknowledged Water Rights Deed, in the form attached hereto as Exhibit B, conveying to Purchaser marketable fee simple title to the Water Rights (the "Deed") free of all liens and encumbrances and defects in title other than those not objected to (or waived) by Seller as provided for herein. The Deed will be in a form prepared by Seller, subject to the reasonable approval of Purchaser. 8.4.3. Closing, Statement: the closing statement, prepared by the Title Company, reflecting the financial terms of the transaction contemplated by this Agreement (the "Closing Statement") executed by Seller. 8.4.4. Further Instruments: Any and all further instruments which Purchaser or the Title Company shall request of Seller in order to meet requirements of the Commitment or to otherwise effect the conveyance of the Property as contemplated in this Agreement. Page 4 of 14 INITIALS: Seller: Sir /Date: B 6 8 PurchaserDate: l- Seller: II]ate: L�