REAL ESTATE CONTRACT TAMUS SELLER This Real Estate Contract this

REAL ESTATE CONTRACT (TAMUS - SELLER) This Real Estate Contract (this “Contract”) is made and entered into by and between the BOARD OF REGENTS OF THE TEXAS A&M UNIVERSITY SYSTEM, as seller (“TAMUS”), an agency of the State of Texas, for the use and benefit of Texas A&M University - Commerce, and ANONYMOUS., a Texas limited partnership and/or assigns (“ANONYMOUS”). ARTICLE 1 SALE AND PURCHASE 1.01 Property. TAMUS agrees to sell and convey, and ANONYMOUS agrees to purchase and pay for, fee simple title in and to the following real property: 0.49 acres of land, more or less, located at the northwest corner of Lee Street and Campbell Street in Commerce, Hunt County, Texas, being further described and depicted in Exhibits “A” and “B”, attached to this Contract and incorporated for all purposes, together with all and singular the rights and appurtenances pertaining thereto, including the right, title and interest of TAMUS, if any, in all streets, roads, and rights-of-way, and any easements, licenses, rights-of-way, reservations, privileges and rights of ingress and egress appurtenant thereto, SAVE AND EXCEPT all mineral rights, which are expressly excluded from the conveyance (the “Property”), 1.02 Covenants, Conditions and Restrictions. The conveyance of the Property shall be subject to all restrictions, reservations, covenants, easements, rights-of-way, and encumbrances of record in Hunt County, Texas or apparent on the ground. ARTICLE 2 CONDITION PRECEDENT 2.01 THIS CONTRACT IS SUBJECT TO AND CONDITIONED UPON THE EXPRESS APPROVAL OF THE BOARD OF REGENTS OF THE TEXAS A&M UNIVERSITY SYSTEM. SHOULD THE BOARD OF REGENTS FAIL TO APPROVE THE SALE OF THE PROPERTY, THIS CONTRACT WILL BE NULL AND VOID, NEITHER ANONYMOUS NOR TAMUS WILL INCUR ANY OBLIGATION OR PENALTY, AND THE EARNEST MONEY DEPOSIT (AS DESCRIBED BELOW) SHALL BE RETURNED TO ANONYMOUS. ARTICLE 3 PURCHASE PRICE Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC 3.01 Total Purchase Price. In consideration of the sale of the Property and subject to the terms and conditions of this Contract, ANONYMOUS agrees to pay TAMUS a purchase price for the Property of XXXX THOUSAND XXXX HUNDRED DOLLARS ($XXXXX) (the “Purchase Price”). Earnest Money Deposit. Within three (3) days following the date this Contract is signed by ANONYMOUS, ANONYMOUS shall deliver to Kincy Abstract and Sabine Title Company (the “Title Company”), 2500 IH 30, Greenville, Texas 75402, the sum of $500 as ANONYMOUS’s earnest money deposit (the "Earnest Money Deposit"), which shall thereafter be held by the Title Company in an interest-bearing account in a federally insured financial institution and in accordance with this Contract. If the purchase and sale of the Property is consummated in accordance with the terms and conditions hereof, the Earnest Money Deposit, plus interest, shall be applied to the purchase price at Closing; otherwise, it shall be applied as further described in this Contract. This Contact shall be null and void if the Earnest Money Deposit is not delivered to the Title Company as required by this Section. ARTICLE 4 PROPERTY CONDITION 3.02 4.01 No Representations by TAMUS. ANONYMOUS agrees that the Property is to be sold to and accepted by ANONYMOUS “AS IS’, “WHERE IS”, and “WITH ALL FAULTS” AND WITHOUT REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL (EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY SET FORTH IN THE SPECIAL WARRANTY DEED). ANONYMOUS acknowledges that he has had the opportunity to independently inspect the Property or cause the Property to be inspected on his behalf and that ANONYMOUS has not entered into this Contract based upon any representation, warranty, agreement, statement, or expression of opinion by TAMUS or by any person or entity acting or allegedly acting for or on behalf of TAMUS as to the Property or the condition of the Property. Language in Special Warranty Deed. ANONYMOUS agrees that the Special Warranty Deed from TAMUS will contain the following provisions: The Property is sold “AS IS’, “WHERE IS”, AND “WITH ALL FAULTS” AND WITHOUT REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WRITTEN OR ORAL (EXCEPT FOR THE WARRANTY OF TITLE EXPRESSLY SET FORTH IN THIS SPECIAL WARRANTY DEED). Without limitation of the foregoing, Grantee, by acceptance of this deed, acknowledges that (except for the warranty of title expressly set forth herein) Grantor has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to (a) the value, nature, quality or condition of the Property, including, without limitation, the acreage, water, soil or geology, (b) the income to be derived from the Property, (c) the suitability of the Property for any and all activities and uses which Grantee may conduct thereon, (d) the compliance of or by the 2 Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC 4.02 Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, including without limitation any environmental protection, pollution or land use laws, rules, regulations, orders or requirements, (e) the disposal or existence, in or on the Property, of any hydrocarbons, asbestos, PCB emissions, or hazardous or toxic materials, (f) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property, or (i) any other matter with respect to the Property. Grantor shall not be liable or bound in any manner by any verbal or written statements, representations, or information pertaining to the Property, or the operation thereof, furnished by any real estate broker, agent, employee, servant, or other person. ARTICLE 5 TITLE COMMITMENT AND SURVEY 5.01 Title Commitment. Within twenty (20) days following the effective date of this Contract, TAMUS shall provide ANONYMOUS with a current standard Texas form of Commitment for Owner’s Policy of Title Insurance (the "Title Commitment"), issued through the Title Company, describing the Property, listing ANONYMOUS as the prospective named insured, and accompanied by legible copies of all instruments listed in Schedule B of the Title Commitment affecting the Property. Survey. Within three (3) days following the effective date of this Contract, TAMUS shall provide ANONYMOUS with a copy of an existing boundary line survey of the Property dated May 1, 2000, prepared by Jerry Wisdom (the “Survey”). TAMUS has no duty or obligation to clear any easements, rights of way, protrusions, encroachments, or other matters which may be reflected by the survey, and ANONYMOUS is accepting the Property “AS IS/WHERE IS” as specified by this Contract. If ANONYMOUS is not satisfied with the boundary survey provided by TAMUS, then ANONYMOUS may obtain, at his sole cost and expense, another survey containing such detail as ANONYMOUS shall require. Review of Title Commitment and Survey. ANONYMOUS shall have a period of fifteen (15) days (the "Title Review Period") after TAMUS' delivery to ANONYMOUS of the Title Commitment in accordance with Section 5.01 above, and the Survey in accordance with Section 5.02 above, in which to review the Title Commitment and the Survey, and to give written notice to TAMUS specifying ANONYMOUS's objections (the "Objections"), if any, to the Title Commitment and the Survey (other than the standard printed exceptions). If ANONYMOUS fails to give written notice of Objections to TAMUS prior to the expiration of the Title Review Period, then all exceptions to title shown on Schedule B of the Title Commitment shall be deemed to be “Permitted Exceptions.” ANONYMOUS also agrees that the lien for ad valorem taxes for the current year not yet due and payable and the standard printed exceptions shall be Permitted Exceptions. TAMUS’ Obligation to Cure; ANONYMOUS's Right to Terminate. If ANONYMOUS shall have timely notified TAMUS in writing of Objections to the Title Commitment or 3 Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC 5.02 5.03 5.04 the Survey, then TAMUS may, but shall not be obligated to, cure the Objections to the reasonable satisfaction of ANONYMOUS within fifteen (15) days following TAMUS’ receipt of ANONYMOUS's written Objections (the “Cure Period”). If the Objections are not cured to ANONYMOUS’s reasonable satisfaction within the Cure Period, then ANONYMOUS shall have five (5) days from the end of the Cure Period within which to give TAMUS written notice of ANONYMOUS’s election to terminate this Contract, in which event neither party shall have any further duties or obligations under this Contract, which shall automatically terminate, and the Earnest Money Deposit shall be returned to ANONYMOUS. If ANONYMOUS does not terminate this Contract within the 5-day period, ANONYMOUS shall be deemed to waive the unsatisfied Objections, in which event those unsatisfied Objections shall become Permitted Exceptions. ARTICLE 6 CLOSING 6.01 Date. Closing of the sale and purchase (the “Closing”) shall be at the offices of the Title Company within 30 days after approval by the Board of Regents, or such earlier date as mutually agreed upon by the parties (the “Closing Date”). Documentation. A. Conveyance: At Closing, TAMUS will convey fee simple title to the Property to ANONYMOUS by Special Warranty Deed in substantially the same format as Exhibit “B” attached to this Contract and incorporated for all purposes, free and clear of any lien, encumbrance or exception other than the Permitted Exceptions. The Special Warranty Deed will convey the surface estate only, and will not include any mineral interests or rights whatsoever. Title Insurance: At Closing, TAMUS, at its sole cost and expense, shall cause the Title Company to issue a current commitment to promptly deliver to ANONYMOUS an Owners Policy of Title Insurance (excluding optional coverages) as promulgated by the Texas Department of Insurance (“Policy”), insuring fee simple title of the Property to ANONYMOUS, in an amount equal to the Purchase Price. The Policy shall insure that ANONYMOUS has good and marketable title to the Property, and to the Permitted Exceptions, and any other encumbrances approved by ANONYMOUS after the date of this Contract. At ANONYMOUS's option and cost, the "survey exception" in the Policy shall be modified to read "shortages in area only". The tax exception shall be limited to taxes for the year 2005 and subsequent years not yet due and payable and subsequent assessments for prior years due to change in land usage or ownership. Authority. Such evidence or documents as may reasonably be required by either party or the Title Company evidencing the status and capacity of the parties and the authority of the person or persons who are executing the various documents on behalf of each party in connection with the sale of the Property. 6.02 B. C. 4 Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC D. Miscellaneous: TAMUS and ANONYMOUS will execute such other instruments as are customarily executed in the State of Texas in connection with the conveyance and purchase of real property, including all required closing statements, releases, affidavits, evidences of authority to execute documents, tax forms, and other instruments which may be required by the Title Company, TAMUS and/or ANONYMOUS. 6.03 Payment of Consideration. At Closing, ANONYMOUS shall deliver to TAMUS the cash consideration required pursuant to Section 3.01 above, in cash or by ANONYMOUS's certified or cashier's check or Title Company check in immediately available U.S. funds, with a credit for the Earnest Money Deposit. Closing Costs. To the extent the following fee allocations do not contradict other terms of this Contract, the closing costs and fees, if applicable, will be apportioned as follows: A. B. C. Owner’s Title Policy premium (without endorsements) paid by TAMUS; Settlement and/or escrow fees paid equally by TAMUS and ANONYMOUS; Recording fees for: (1) deed and/or other instrument conveying title into ANONYMOUS, paid by TAMUS, surface waiver, if recording is desired, by ANONYMOUS; all other instruments, including any lender required documents, by ANONYMOUS. 6.04 (2) (3) D. If ANONYMOUS desires a survey other than the Survey, such costs to be borne by ANONYMOUS; Feasibility studies and environmental assessment paid by ANONYMOUS; and ANONYMOUS will pay all ad valorem taxes due at and after Closing (there should be no ad valorem taxes due by TAMUS, as an agency of the State). If a cost or fee is not designated in this Contract, the cost will be apportioned in accordance with the custom in Hunt County, Texas. ARTICLE 7 DEFAULT BY ANONYMOUS E. F. G. 7.01 If ANONYMOUS fails or refuses to comply with the terms of this Contract, and is not excused from performance by the express terms of this Contract, or excused by law, after ANONYMOUS has received ten (10) days prior written notice and an opportunity to 5 Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC cure, TAMUS may terminate the Contract, retain the Earnest Money Deposit and pursue any remedies available to it at law or in equity. ARTICLE 8 DEFAULT BY TAMUS 8.01 If TAMUS fails or refuses to comply with the terms of this Contract, and is not excused from performance by the express terms of this Contract, or excused by law, after TAMUS has received notice and had a reasonable time to cure, ANONYMOUS may terminate this Contract and receive a refund of the Earnest Money Deposit or, to the extent permitted by law, sue for specific performance, as his sole and exclusive remedy. ARTICLE 9 CONDEMNATION 9.01 Condemnation. If, prior to Closing, all or any portion of the Property is condemned by governmental or other lawful authority, or such condemnation is threatened, ANONYMOUS will have the option of: A. Closing the transaction to purchase the Property, in which event all condemnation monies, rights, or claims relating to the Property will be assigned to ANONYMOUS; or Terminating this Contract, with neither party incurring any penalty, and without any further obligation under this Contract; however, TAMUS will retain all condemnation monies, rights or claims, and the Earnest Money Deposit will be returned to ANONYMOUS. B. ANONYMOUS must exercise its option by giving written notice to TAMUS within thirty (30) days following ANONYMOUS’s receipt of written notice from TAMUS (including a copy of such condemning authority’s offer and appraisal reports) that a condemnation proceeding has commenced or been threatened. ARTICLE 10 NOTICES 10.01 Notices. Notices required or permitted under this Contract shall be in writing and deemed sufficiently given one (1) day after the date when sent by a nationally recognized overnight delivery service, three (3) days following the date when mailed by certified mail or registered mail, postage prepaid, or when hand delivered. TAMUS and ANONYMOUS each have the right to change its or his notice address by sending to the other party a notice of the new address. Notices should be addressed as follows: 6 Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC TAMUS: System Real Estate Office The Texas A&M University System A&M University System Building, Suite 1281 200 Technology Way College Station, Texas 77845-3424 Attn: Associate Vice Chancellor for Real Estate Tel: 979-458-6350 Fax: 979-458-6359 Email: d-buchly@tamu.edu ANONYMOUS P.O. Box 12345 Commerce, Texas 75002 ANONYMOUS: ARTICLE 11 COMMISSIONS 11.01 Each party shall be responsible only for such commissions or fees as required in a separate, written agreement signed by such party. ARTICLE 12 MISCELLANEOUS 12.01 Governing Law. This Contract shall be construed under and in accordance with the laws of the State of Texas, and is performable in Hunt County, Texas; however, by statute, mandatory venue for all legal proceedings against TAMUS is to be in the county in which the principal office of its chief executive officer is located. At execution of this Contract, such county is Brazos County, Texas. 12.02 Grammatical. Words of any gender used in this Contract shall be held and construed to include any other gender and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 12.03 Time Periods. If the last day of any time period stated herein shall fall on a Saturday, Sunday, legal or banking holiday, then the duration of such time period shall be extended so that it shall end on the next succeeding day which is not a Saturday, Sunday, legal or banking holiday. 12.04 Drafting. The rule of construction that ambiguities in a document are construed against the party who drafted such ambiguous language will not be applied to this Contract. 12.05 Entire Agreement. This Contract constitutes the entire agreement between TAMUS and ANONYMOUS regarding the sale and purchase of the Property and will not be explained, modified, or contradicted by any prior or contemporaneous negotiations, 7 Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC representations, or agreements, either written or oral. This Contract can be amended only by a subsequent written instrument signed by both parties. 12.06 Binding Agreement. Upon execution and delivery this Contract will constitute a valid and legally binding obligation of TAMUS and of ANONYMOUS, and their respective successors and permitted assigns. 12.07 Survival of Covenants. The representations, warranties, covenants, and agreements of the parties, as well as any rights and benefits of the parties, specified in this Contract, will survive Closing and will not be merged into the Special Warranty Deed or any other conveyance instrument. 12.08 Parties Bound. This Contract is binding upon and inures to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors in interest or office, and assigns. 12.09 Savings Clause. Should any clause in this Contract be found invalid, unlawful or unenforceable by a court of law, the remainder of this Contract will not be affected and all other provisions in this Contract will remain valid and enforceable to the fullest extent permitted by law. 12.10 Officer/Director Relationship. ANONYMOUS acknowledges that Texas law prohibits contracts between TAMUS and its officers, and such prohibition extends to contracts with any partnership, corporation or other organization in which any such officer has an interest. ANONYMOUS certifies (and this Contract is made in reliance on such certification) that neither ANONYMOUS nor any person having an interest in this Contract by, through or under ANONYMOUS is an officer of TAMUS. 12.11 Effective Date. The Effective Date of this Contract is the date the last party signs. 12.12 Counterparts. This Contract may be executed in several counterparts, each of which shall be fully effective as an original and all of which together shall constitute one and the same instrument. 12.13 Assignment. ANONYMOUS may assign this Contract or any rights under this Contract without the prior written consent of TAMUS. ARTICLE 13 SPECIAL PROVISIONS 13.01 Inspections and Site Assessment. At any time during the period beginning on the effective date of this Contract and continuing for a period of forty-five (45) days thereafter (“Feasibility Period”), ANONYMOUS may conduct any feasibility studies, tests, inspections, and examinations of and on the Property, which he considers necessary, including but not limited to: (a) studies of subsurface soil conditions and test borings, (b) environmental studies, which can include testing for asbestos and the presence of any toxic or other hazardous substance in, on, or under the Property, (c) 8 Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC historical investigations, (d) archeological investigations, and (e) wetlands studies. ANONYMOUS also has the right to investigate utility availability, and any other studies, title searches, and surveys, which he deems necessary. ANONYMOUS may enter the Property at any reasonable time during the Feasibility Period for the purpose of conducting the above noted tests and examinations, provided ANONYMOUS has given advance written notice to TAMUS. The results of such studies and investigations will be referred to as the “Property Condition Report” and will be the sole property of ANONYMOUS. However, if ANONYMOUS does not purchase the Property for any reason he shall provide a copy of the Property Condition Report to TAMUS. If ANONYMOUS, in his sole discretion, determines for any reason not to purchase the Property, ANONYMOUS may, upon written notice to TAMUS, terminate this Contract and have no further obligation. The termination notice, if given, must be given prior to the expiration of the Feasibility Period. Upon termination, the Earnest Money Deposit shall be refunded to ANONYMOUS less the sum of ONE HUNDRED DOLLARS ($100) (the “Independent Consideration”), which shall be paid to TAMUS as independent consideration. 13.02 DISCLOSURE. None 13.03 1031 EXCHANGE. TAMUS agrees to cooperate with ANONYMOUS for an IRS 1031 exchange at no cost or liability to TAMUS. EXECUTED in duplicate originals this by TAMUS, or by its duly authorized officer. day of , 2007, THE BOARD OF REGENTS OF THE TEXAS A&M UNIVERSITY SYSTEM By: MICHAEL D. MCKINNEY, M.D. Chancellor APPROVED AS TO CONTENT: __________________________________ KEITH D. MCFARLAND President Texas A&M University - Commerce 9 Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC __________________________________ DAN K. BUCHLY Associate Vice Chancellor for Real Estate System Real Estate Office The Texas A&M University System APPROVED AS TO FORM: __________________________________ EDDIE D. GOSE, J.D. Assistant General Counsel Office of General Counsel The Texas A&M University System EXECUTED in duplicate originals this by ANONYMOUS, or by a duly authorized officer. day of , 2007, ANONYMOUS a Texas limited partnership By: General Partner By: Name: Title: 10 Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC EXHIBIT A Legal Description: Lots 4 and 5, Block 2, Neal Lexa Addition, City of Commerce, Hunt County, Texas 11 Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC EXHIBIT B 12 Prepared by Assistant General Counsel Property in Hunt County-Anonymous Legal Files 2005-0011217 10/23/07-TVC