Hairpin Ranch_Purchase and Sale Agreement_FINAL_1.16.20

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Seller (the "Deed"), conveying to Buyer or its designee the Conservation Easement, free and clear of all liens, encumbrances, restrictions and easements, except only the Permitted Exceptions. (b) FIRPTA Affidavit. A certificate in form and substance acceptable to Buyer and its counsel, duly executed by Seller, evidencing that Seller is exempt from the withholding requirements of Section 1445 of the Internal Revenue Code. (c) ALTA Affidavits. Any affidavits, certifications or instruments, including any lien affidavits or mechanic's lien indemnifications, duly executed and acknowledged by Seller, as reasonably may be required by the Title Company in order to issue the Title Policy. (d) Title Insurance Policy. The Title Policy in conformance with this Agreement. (e) Closing Certificates. A certificate of Seller dated as of the Closing Date certifying that all of Seller's representations and warranties remain true as of the Closing Date, or if not, specifying the respect in which any representation or warranty is no longer true. (f) Certificates of Authority. Such certificates as are necessary or required by Buyer or the Title Company to evidence the authority of Seller and its signatories to execute the instruments to be executed by Seller in connection with this transaction, and evidence that the execution of such instruments is the official act and deed of Seller. (g) Excise Tax Affidavit. A real estate excise tax affidavit signed by Seller or its agent. 8.2. Buyer. Buyer shall deliver or cause to be delivered to Escrow Holder on or before the Closing Date: (a) Closing, Funds. Cash by federal funds, wire transfer or cashier's check in the amount necessary to pay the Purchase Price and Buyer's share of closing costs and prorations. Buyer or its agent. (b) Excise Tax Affidavit. A real estate excise tax affidavit signed by (c) Deed of Conservation Easement. Acceptance of the Deed. 9. Close of Escrow. 9.1. Time. The close of escrow (the "Closing") shall occur not later than thirty (30) Business Days following expiration, or Buyer's earlier waiver, of the Contingency Period (the "Closing Date"), at the offices of Escrow Holder, unless extended in writing by mutual agreement of Seller and Buyer. When the Title Company is in a position to issue the Title Policy and all documents and funds have been deposited with Escrow Holder, Escrow Holder shall immediately Page 7 of 20