Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20

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G. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Conservation Easement, as defined below, on the terms and conditions set forth in this Agreement. AGREEMENT Intending to be legally bound, for good and valuable consideration, including the mutual covenants and promises of the Parties, the adequacy and receipt of which is hereby acknowledged, the Parties agree as follows: 1. Property. The property subject to the conservation easement in this Agreement is that certain real property consisting of approximately 274 acres, more or less, comprised of 37 tax assessed parcels, having a street address of 8001 Naneum Road, located along Naneum Creek, in Ellensburg, Kittitas County, Washington and more particularly described in Exhibit A attached and incorporated by reference (the "Property"). 2. Purchase. Seller shall sell and convey to Buyer, and Buyer shall purchase from Seller, a conservation easement on the Property, on the terms and conditions set forth in this Agreement, in substantially the form attached as Exhibit B and incorporated by reference (the "Conservation Easement"). Prior to Closing, Buyer and Seller may make changes to the Conservation Easement as they mutually deem appropriate, subject to approval of the Funding Sources, as defined below. 3. Purchase Price. The purchase price for the Conservation Easement shall be One Million Six Hundred Eighty -Nine Thousand and No/100 Dollars ($1,689,000.00) ("Purchase Price"), payable by Buyer to Seller at Closing. Buyer intends to purchase the Conservation Easement using funds from State Grant Award 16-1634A, administered through the Washington State Recreation and Conservation Office ("RCO") and Federal Grant Award #N5319ALE00100132, administered through the United States Department of Agriculture Natural Resources Conservation Service ("NRCS") (collectively, "Funding Sources"). Seller acknowledges and agrees that the Funding Sources, as a condition to providing grant funds, shall have an enforceable interest in the Conservation Easement upon Closing. 4. Title. 4.1. Condition of Title. Title shall be insurable by a 2006 ALTA Owner's Standard Coverage Policy in the amount of the Purchase Price, subject only to the Permitted Exceptions, as defined below. Seller shall satisfy all requirements of the Title Company in connection with issuance of its title policy (the "Title Policy") in accordance with the Commitment. 4.2. Title Insurance Commitment. Buyer has obtained a title insurance commitment issued by AmeriTitle as agent for Chicago Title Insurance Company (the "Title Company" or "Escrow Holder"), File Number 265429AM, dated October 16, 2018, and including any updates, showing marketable title to the Property to be vested in Seller and committing to insure such title in Buyer by the issuance of a 2006 ALTA Owner's Standard Coverage Policy of Page 2 of 20