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AGREEMENT TO PURCHASE AND SELL REAL ESTATE THIS AGREEMENT TO PURCHASE AND SELL REAL ESTATE ("Agreement") is made and entered into as of the day of , 2019, by and between Indian River County, a political subdivision of the State of Florida ("County"), whose address is 1801 27th Street, Vero Beach, FL 32960 and Premier Citrus, LLC, a Florida Limited Liability company,whose address is 625 66th Avenue SW Vero Beach, FL 32968 ("Sellers"), who agree as follows: 1. Agreement to Purchase and Sell. The Seller hereby agrees to sell to the County, and the County hereby agrees to purchase from Seller, upon the terms and conditions set forth in this Agreement, two parcels of real property totaling approximately 243.50 acres, generally described as lying east of 1-95. The two contiguous parcels being bordered by 82"d Avenue to the east, 4th Street to the north, Interstate 95 to the west and 1St Street SW to the south, County of Indian River, State of Florida more specifically described on composite Exhibit "A" attached hereto and incorporated by reference herein and all improvements thereon, together with all easements, rights and uses now or hereafter belonging thereto (collectively, the "Property"). 2. Purchase Price, Effective Date. The purchase price (the "Purchase Price") for the Property shall be Five Million Nine Hundred Fifty Thousand Dollars($5,950,000.00). The Purchase Price shall be paid on the Closing Date. The Effective Date of this Agreement shall be the date upon which the County shall have approved the execution of this Agreement, by approval by the Indian River County Board of County Commissioners at a formal meeting of such Board. 3. Contingencies. This Agreement shall be contingent upon approval by the Indian River County Board of County Commissioners at a formal meeting of the Board. 4. Title. Seller shall convey marketable title to the Property by warranty deed free of claims, liens, easements and encumbrances of record or known to Seller; but subject to property taxes for the year of Closing and covenants, restrictions and public utility easements of record provided (a) there exists at Closing no violation of any of the foregoing; and (b) none of the foregoing prevents County's intended use and development of the Property ("Permitted Exceptions"). 4.1 County may order an Ownership and Encumbrance Report or Title Insurance Commitment with respect to the Property. County shall within thirty (30)days following the Effective Date of this Agreement deliver written notice to Seller of title defects. Title shall be deemed acceptable to County if: (a) County fails to deliver notice of defects within the time specified, or(b) County delivers notice and Seller cures the defects within thirty (30) days from receipt of notice from County of title defects ("Curative Period"). Seller shall use best efforts to cure the defects within the Curative Period and if the title defects are not 128