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[ ] the 75th day after the Effective Date: (g) "Purchase Price" shall mean $1,000,000.00. (h) "Title Company" shall mean Atlantic Coastal Land Title Company, LLC, with its office located at 855 21st Street, Suite C, Vero Beach, FL 32960 CenterState Bank Bldg., 2nd Floor; Contact Person - Jason A. Beal; Telephone Number: 772-569-4364 Ext 100; Facsimile Number 772-569-8688; Email Address jbeal@atlanticcoastal.com 1.2 Other Defined Terms. Other capitalized terms contained in this Agreement shall have the meanings assigned to them herein, including as set forth in Schedule 1 attached hereto. ARTICLE II CONDITION OF PROPERTY 2.1 Information Regarding Property. Seller has provided and may in the future provide to Buyer and/or Buyer's agents and consultants documents and information pertaining to the Property. All of such information and documentation is provided simply as an accommodation to Buyer, and Seller makes no representations as to their accuracy or completeness. Buyer understands that some of the foregoing documents were provided by others to Seller and were not prepared by or verified by Seller. In no event shall Seller be obligated to deliver or make available to Buyer any of Seller's internal memoranda, attorney-client privileged materials or appraisals of the Property, if any. 2.2 Due Diligence and Right to Cancel. Buyer's obligations hereunder are expressly subject to Buyer's approval of the Property in all respects, including, but not limited to, economic feasibility, financing, zoning, the local government comprehensive plan, redevelopment potential, structural components of any improvements, governmental restrictions and requirements, availability of utilities, concurrency issues, physical condition, subsoil conditions, environmental matters, and such other matters as may be of concern to Buyer. Buyer shall have until the Feasibility Date in which to determine whether the Property is acceptable to Buyer, in its sole discretion, in all respects. If Buyer fmds the Property to be unacceptable and elects not to proceed with the transaction contemplated hereby, Buyer shall, on or before the Feasibility Date, give written notice of termination to Seller in the form attached hereto as Exhibit B ("Termination Notice and Agreement"). Concurrently with such Termination Notice and Agreement, Buyer shall deliver to Seller originals or copies of all Due Diligence Reports. Conditioned upon Seller's timely receipt of the Termination Notice and Agreement, and originals or copies of the Due Diligence Reports, (i) the Deposit shall be returned to Buyer, and (ii) neither party shall have any further rights or obligations hereunder, except, however, that Buyer shall remain obligated with respect to the indemnities and obligations herein which specifically survive termination. If Buyer does not timely deliver (i) the Termination Notice and Agreement, and (ii) originals or copies of the Due Diligence Reports, prior to or on the Feasibility Date, this Agreement shall remain in full force and effect. 2.3 Access. Until the Feasibility Date (and thereafter if this Agreement is not terminated), Buyer and Buyer's agents and contractors shall be entitled to enter upon the Property at all MIAMI 2957652.8 79037/33274 2