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($1.113.667.00) (the "Purchase Price"), with NINE NUNDRED EIGHTY-SIX THOUSAND SIX HUNDRED
<br />SIXTY-SEVEN and 00/100 DOLLARS ($986.667.00) applicable to the purchase of the Land and ONE HUNDRED
<br />TWENTY SEVEN THOUSAND and 00/100 DOLLARS ($127.000.00) applicable to the existing timber located
<br />on the Land, the total Purchase Price collectively payable by Buyer to Seller at the Closing (as hereinafter defined),
<br />subject to prorations and other credits provided for in this Agreement.
<br />(b) Payment of Purchase Price. The Purchase Price shall be paid in the following manner:
<br />(i) Seller has previously received $10,000.00 from the Purchaser upon the execution
<br />of the Option.
<br />(ii) Within two (2) days of the execution of this Agreement, Buyer shall deliver to
<br />h G35%"(Aaa(�(the "Escrow Agent") the amount of TWENTY FIVE THOUSAND and 00/100
<br />DOLLARS ($25,000.00) he "Good Faith Deposit" ) which shall be payable by wire transfer of immediately
<br />available funds, such Good Faith Deposit to be non-refundable to Buyer (except in the event of Seller default, as
<br />provided for herein), but applicable to the Purchase Price (as defined and set forth herein);
<br />(iii) Cash paid at Closing in the amount of ONE MILLION SEVENTY-EIGHT
<br />THOUSAND SIX HUNDRED SIXTY-SEVEN and 00/100 DOLLARS ($1,078,667.00).
<br />3. INSPECTION PERIOD.
<br />(a) Inspection Period. Buyer shall have the right to inspect the Property (the "Inspection Period"),
<br />beginning on the Effective Date and continuing until 5:00pm on the date prior to the Closing Date (as defined
<br />herein), during which the Buyer is to perform its due diligence (the "Due Diligence").
<br />During the Inspection Period, Buyer shall have the right to enter upon and inspect the Property or any
<br />documents associated with the Property, including but not limited to the right to perform inspections, to conduct
<br />environmental testing (provided no Phase II or other intrusive testing shall be conducted without the prior consent
<br />of Seller), to conduct a survey, and perform engineering or other site viability studies. Seller agrees to provide
<br />reasonable cooperation with Buyer (at no cost or expense to Seller) regarding the foregoing right of inspection and
<br />communication. Buyer shall provide Seller with copies of any and all tests, inspections, or reports prepared by or
<br />on behalf of Buyer during the Inspection Period, as soon as such report, test and/or inspection is complete. Prior to
<br />any entry onto the Property by Buyer or its agents, Buyer shall provide Seller with commercially reasonable
<br />certificates of insurance, the scope and coverage amounts to be subject to the reasonable discretion of Buyer. Buyer
<br />agrees that it shall not perform any intrusive testing of the Property without the prior written consent of Seller.
<br />Buyer acknowledges that it shall assume all risks involved in entering upon the Property for the performance of
<br />such activities by Buyer or Buyer's agents, and shall indemnify, defend and hold Seller harmless from and against
<br />all loss, liability, costs, claims, demands, damages, actions, causes of action, suits and expenses (including
<br />reasonable attorneys' fees) arising out of, related to or caused by such activities. Furthermore, in the event that this
<br />Agreement fails to close for any reason whatsoever, Buyer shall, at its sole cost and expense, repair any and all
<br />damage to the Property caused by Buyer's activities on the Property and shall return the Property to the condition
<br />it was in prior to Buyer's activities on the Property.
<br />Should Buyer determine, in its sole discretion, during the Inspection Period that the Property is not suitable,
<br />then Buyer shall deliver by written notice to Seller, prior to the expiration of the Inspection Period, its intention to
<br />void this Agreement. Upon delivery of such notice to void this Agreement, and further provided no material damage
<br />to the Property has occurred, this Agreement shall be deemed null and void and the parties hereto shall have no
<br />further obligations to one another other than Buyer's indemnity obligations that shall survive termination. Provided
<br />that Seller is not in default hereunder, Buyer shall, upon its election to terminate this Agreement, immediately
<br />authorize and direct the Escrow Agent to deliver the Good Faith Deposit to Seller.
<br />999999.009-2231269v3 2
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