OFFER, RECEIPT & AGREEMENT

1. OFFER TO BUY. The undersigned Buyer hereby offers and agrees to buy the undersigned Seller’s property known for numbering purposes as 3 E Church Street Marshallville, OH 44685, Permanent Parcel Number 06-00488, 06-00486, 06-00487, & 06-00485 (the “Property”). The Property shall include the land, improvements and all appurtenant rights, privileges, leases, and easements thereto; all electrical, heating, plumbing and trade fixtures. Personal property is not included. Any items of personal property left in the building will be considered “as is” and abandoned and will have zero value. The seller makes no guarantees, warranties, or representations of any kind regarding the existence, condition, or usability of said personal property which will remain in the building at closing.

2. PURCHASE PRICE. Buyer agrees to pay as the purchase price (the “Purchase Price”) the sum of One Hundred Twenty-five thousand and no/100---------, ( $125,000.00 ) payable as follows:

(a) Earnest Money, shall be deposited in escrow by the next business day with Title One Agency, Inc, 4618 Dressler Rd NW, Canton, OH 44718 (the “Escrow Agent”) after acceptance of this Offer. The Earnest Money shall be fully refunded in the event Buyer lawfully terminates this Agreement during the Inspection Period, as hereinafter defined. The Escrow Agent shall be a licensed title company in the state where the real property is situated.	$5,000.00
(b) The balance of the Purchase Price payable in immediately available funds, all or part of which may be mortgage proceeds, is to be deposited with the Escrow Agent and paid at Closing to Seller, subject to the prorations and expenses as hereinafter provided.	$120,000.00
Total:	$125,000.00

3. INSTRUMENTS OF CONVEYANCE. Seller shall furnish its limited warranty deed (the “Deed”) conveying to Buyer, or nominee, marketable title to the Property with dower rights, if any, released, and free and clear of all liens and encumbrances, whatsoever, except (a) zoning and building ordinances and regulations, if any, (b) taxes and assessments, both general and special, not yet due and owing, (c) easements, restrictions, leases, and conditions of record acceptable to Buyer, and (d) encroachments or other matters which would be disclosed by an accurate survey, to be paid for by Buyer.

4. TITLE INSURANCE. At Closing, Seller shall furnish Buyer an Owner’s Fee Policy of Title Insurance on the current ALTA Form (the “Title Policy”) in the amount of the Purchase Price, issued through the Escrow Agent, as evidence or assurance that title has been conveyed as required hereunder. Upon acceptance of this Agreement, Seller shall cause a title search of the Property to be conducted and shall deliver to Buyer a preliminary title commitment (the “Commitment”), together with copies of documents excepted under Schedule B of the Commitment, for Buyer’s review and acceptance within ten (10) days after its receipt of same (“Review Period”). In the event that Buyer fails to timely notify Seller, in writing, of Buyer’s objection to the state of title identified in the Commitment by the end of the Review Period, Buyer shall be deemed to have accepted the title to the Property pursuant the Commitment and all encumbrances of record identified therein. In the event that Buyer notifies Seller of an objection to the title or its encumbrances, in writing within the stated time period, Seller shall then have thirty (30) days after receipt of written notice from Buyer of Buyer’s objections to cure the matters objected to, either by removal of such exceptions or by the procurement of title insurance endorsements or by other resolution reasonably satisfactory to Buyer providing title insurance against loss or damage as a result of such exception. Subject to Seller’s monetary obligations to cure Monetary Liens (hereinafter defined), upon Buyer’s failure to timely object to a specific item set forth in the Commitment, such item shall irrevocably be deemed acceptable to Buyer. If within said thirty (30) day period any such matter objected to is not cured, then at the expiration of said thirty (30) day period Buyer may, at Buyer’s option, may upon written notice to Seller, terminate this Agreement, in which event all funds and documents previously paid, deposited or advanced by Buyer shall be immediately returned to Buyer. Notwithstanding anything herein to the contrary, Seller shall be required to discharge, at Seller’s sole cost and expense, at or prior to the Closing, all mortgages, deeds of trust, financing statements and other instruments evidencing or securing the repayment of debt, judgment liens and other liens of a liquidated amount evidencing a monetary obligation (excluding liens for general real estate taxes not due and payable) (all of the foregoing hereinafter collectively referred to as “Monetary Liens”), regardless of whether or not Buyer has notified Seller of Buyer’s objection thereto. Except with regard to Monetary Liens, Seller shall not be obligated to cure any matters of title objected to by Buyer, and Seller shall have no obligation to cure any matters in connection with any survey obtained by Buyer to which it objects. Failure of Buyer to object to a Monetary Lien shall not constitute a waiver of Buyer’s right to require Seller to remove such Monetary Lien at Closing.

5. CLOSING DATE AND POSSESSION. [SUGGESTED AMENDMENT] Unless the parties otherwise agree in writing, the transaction contemplated by this Agreement shall close (the “Closing”) no later than fifteen (15) days following the expiration of the Financing Period referred to in Paragraph 6 hereof, as it may be extended (the “Closing Date”); provided, however, that the Closing Date may be changed by mutual agreement of the parties. On the Closing Date, the Escrow Agent shall close the transaction contemplated hereby and shall file the Deed for record, provided that on or before the Closing Date all the conditions required for the completion of this transaction shall have been satisfied or shall have been waived in writing by Seller and Buyer. Seller shall deliver possession of the Property to Buyer on the date of the filing of the Deed for record.

6. INSPECTION CONTINGENCY. Buyer shall have Forty-Five (45) days from the date of Seller’s acceptance of this Agreement to conduct, or direct its agents to conduct such inspections including, but not limited to, a structural, mechanical, and environmental inspection, and other investigations of the Property (the “Inspection Period”), including rent rolls, tenant leases, profit and loss statements for the past 3 years, current rent delinquencies, and other leasing documentation, as may be reasonably required to assure Buyer that the Property is suitable for its intended use by Buyer, and that the Property is free of any physical or environmental defects which are unacceptable to Buyer. In the event that Buyer has failed to notify Seller, in writing, of its decision that the Property is not suitable for its intended use by Buyer, and/or that the Property is not free of any physical or environmental defects, within the Inspection Period, Buyer shall be deemed to have accepted the Property as being suitable for Buyer’s intended use of the Property in its present condition except for normal wear and tear thereafter, but subject to the representations and warranties of Seller set forth in Paragraph 10 and this Inspection Contingency shall be deemed waived by Buyer. In the event that Buyer timely notifies Seller of its objection to either the suitability for the intended use or the present condition of the Property, in writing within the stated time period, this Agreement shall be declared null and void, and all funds, including the Earnest Money and documents deposited with the Escrow Agent shall be immediately returned to the appropriate party, and each party shall be relieved of further liability, one to the other. If a party refuses to immediately consent in writing to the lawful release of Earnest Money and other funds from the Escrow Agent, then that party will be liable for all costs and expenses, including reasonable attorney fees for both the Escrow Agent as well as the other party requesting the release of Earnest Money and other funds. Seller, promptly upon acceptance of this Offer, shall furnish Buyer for its review copies of any of the following which are in Seller’s possession or control: any surveys, engineering reports, soil tests, environmental site assessments, title abstracts and title insurance policies and such other items within Seller’s possession as reasonably requested by Buyer. It is understood and agreed that Seller is not making any warranty or representation as to the truth, accuracy or completeness of the information so provided to Buyer by Seller. Upon termination of this Agreement as provided herein, Buyer will promptly return to Seller all such information obtained from Seller and Buyer written inspection reports and other documents that Buyer obtains pursuant to the inspections and certify to Buyer in writing that all copies of Seller’s information have been destroyed. Buyer agrees it will keep confidential and not disseminate outside its employees or to its agents who reasonably need to know the information in connection with the evaluation and acquisition of the Property, all of the information turned over by Seller to Buyer. If this transaction does not close, the Seller shall have the option to receive all of Buyer’s written documentation and information obtained pursuant to this Section 6.

7. FINANCING CONTINGENCY OF BUYER. [SUGGESTED AMENDMENT] Buyer’s obligations under this Agreement are contingent upon Buyer securing adequate, commercially reasonable financing to close this transaction. Buyer shall use best efforts to obtain financing. Buyer shall obtain and provide to Seller, a bonafide financing Commitment from its lender no later than Sixty (60) days from the date of Seller’s acceptance of this Agreement (the “Financing Period”). If Buyer cannot in good faith obtain adequate financing by the end of the Financing Period, then either Buyer or Seller may elect to terminate this Agreement and all Earnest Money and funds held by the Escrow Agent shall be immediately released to the Buyer. If a party refuses to immediately consent in writing to the lawful release of Earnest Money and other funds from the Escrow Agent, then that party will be liable for all costs and expenses, including reasonable attorney fees for both the Escrow Agent as well as the other party requesting the release of Earnest Money and other funds. Buyer plans on using the equity in their existing building to potentially fund this transaction.

8. PRORATIONS AND EXPENSES. All tenant rents, if any, utilities, security deposits and taxes and assessments, both general and special, shall be prorated by the Escrow Agent as of the date of filing the Deed for record. The parties shall prorate taxes and assessments based upon the last available tax duplicate. The Escrow Agent shall charge to Seller and pay out of the Purchase Price (a) the transfer tax required by law to be paid at the time of filing the Deed, as well as the cost to prepare the Deed, (b) the cost of the Title Policy required hereunder, (c) any amounts due Buyer by reason of prorations, (d) the broker’s commission payable by Seller, (e) one-half (1/2) of the escrow fee, and (f) the cost of discharging any Monetary Liens. Seller shall also pay directly all utility charges to the date of filing the Deed for record. Buyer shall pay (a) one-half (1/2) of the escrow fee, (b) the fee for filing the Deed, and (c) the cost of any special endorsements required by Buyer. This Agreement shall serve as escrow instructions, subject to the Escrow Agent’s usual conditions of acceptance where not contrary to any of the terms hereof.

9. RISK OF LOSS. If any buildings or other improvements which are part of the Property are damaged or destroyed and the same is not repaired or restored prior to Closing, Buyer shall have the option to (a) receive the proceeds of any insurance payable in connection therewith, less any reasonable sums expended or incurred by Seller in connection therewith, together with the amount of Seller’s deductible, or (b) rescind this Agreement, whereupon there shall be refunded to Buyer any amount paid or deposited by it.

10. BINDING AGREEMENT. Upon acceptance, this Offer shall become the Agreement for the purchase and sale of the Property and shall be binding upon and accruing to the benefit of Buyer and Seller and their respective successors, heirs, executors, administrators, and assigns, and shall be deemed to contain all the terms and conditions agreed upon, it being agreed that there are no outside conditions, warranties, or agreements. A signed copy delivered to the Escrow Agent by Seller, Buyer, or Broker shall constitute Escrow Instructions to which the Escrow Agent may attach its Receipt and Standard Conditions of Acceptance which are not inconsistent herewith.

11. SELLER’S REPRESENTATIONS. Seller represents and warrants to Buyer as follows: That Seller is the owner of the Property and marketable title will be provided at Closing. The Seller has the capacity and authority to enter into this Agreement and to consummate the transaction contemplated herein. That neither the execution of this Agreement nor the consummation of the transaction contemplated hereby will, in any material respect, constitute a violation of or be in conflict with or constitute a default under any term or provision of any agreement, instrument or lease to which Seller is a party, subject to any required consents or authorizations of, or notices to, third parties from whom such consents or authorizations will be obtained or to whom notice will be given prior to the Closing. That this Agreement and the consummation of the transaction contemplated hereby constitute valid and enforceable and binding obligations of Seller. That to the best of Seller’s actual and current knowledge, there is no litigation, proceeding or legal or governmental action or proceeding pending or threatened against or related to the Property which could adversely affect the Property. That Seller is not a “nonresident alien,” “foreign corporation,” “foreign partnership,” “foreign trust” or “foreign estate” within the meaning of the Internal Revenue Code and income tax regulations. Seller has not committed or obligated itself in any manner whatsoever to sell the Property, or any portion thereof, to any person, entity, or party other than Buyer; Seller has not hypothecated or assigned any rents or income from the Property, or any portion thereof, including, without limitation, rents or income under any lease, in any manner except pursuant to secured financing to be satisfied and released from title on the Closing Date; Seller further represents and warrants to Buyer that, except for the tenant under the Lease, no other person or entity, has any right to purchase the Property, or any portion thereof or interest therein, including, any right of first refusal, right of first offer, or similar arrangement, contained in any agreement, written or oral, with any such third party. Except as expressly represented and warranted in this Section 10, Seller makes no representation or warranty of any kind, whether express or implied, as to the condition of the Property, and Buyer is purchasing the Property in their “as is” condition.

The warranties and representations set forth in this Paragraph 10 shall survive the delivery and recording of the Deed and shall not be deemed merged therein but shall expire one (1) year after the Closing Date.

13. BUYER’S REPRESENTATIONS. Buyer represents and warrants to Seller as follows: That Buyer has the capacity and authority to enter into this Agreement and to consummate the transaction contemplated herein. Buyer has the financial capability to close this transaction. That all actions required to be taken under the laws of the State of Ohio, Buyer’s By-Laws, Operating Agreement, or Partnership Agreement, if Buyer shall be any of such entities, to approve or authorize the execution of this Agreement and consummation of the transaction contemplated hereby have been taken. That this Agreement and the consummation of the transaction contemplated hereby constitute legally valid, enforceable and binding obligations of Buyer. That neither the execution of this Agreement nor the consummation of the transaction contemplated hereby will constitute a violation of, be in conflict with or constitute a default under, or with the passage of time or delivery of notices or both, would constitute a default under any term or provision of Buyer’s By-Laws, Operating Agreement, or Partnership Agreement or any agreement, lease or other instrument to which Buyer is a party or by which Buyer is bound. That Buyer has inspected and is familiar with the condition of the Property and is not making the purchase in reliance upon any statement or representations as to the condition of the Property made by Seller or Broker or other than as set forth in this Agreement. Buyer is purchasing the Property in its “AS IS, WHERE IS,” condition with no representations by Seller as to suitability or fitness for any particular use, it being understood and agreed that Buyer is relying solely on Buyer’s own inspections, examinations, investigations, studies, surveys, and tests of the Property and Buyer’s own determinations of the condition of the Property. The warranties and representations set forth in this Paragraph 11 shall survive the delivery and recording of the Deed and shall not be deemed merged therein but shall expire without further action one (1) year after the Closing Date.

14. NOTICES. Any notice, request, demand, instruction or other document to be given or served hereunder or under any document or instrument executed pursuant hereto shall be in writing and shall be deemed to be delivered (a) upon personal delivery to and receipt by the person to whom delivered or (b) three (3) days after deposit in U.S. registered or certified mail, return receipt requested, (c) one business (1) day after the deposit with a nationally recognized overnight courier for “next day” delivery, or (d) electronically, provided that there is a “read receipt” or other documentation that the party has received and read the notice electronically, in each case addressed to the parties at their respective addresses or telecopier numbers (as applicable) set forth in the signature blocks below.

15. BROKER’S COMMISSION: Each party represents and warrants to the other that no dealer, real estate agent or broker will be entitled to any commission or fee in connection with the sale of the Property hereunder other than Hoff & Leigh Commercial Real Estate. The Brokers’ commission shall be paid by Seller pursuant to the agreement by Seller and Broker, and each party agrees to indemnify, defend and save the other harmless from and against any and all other claims for any such commissions or fees and from any reasonable attorneys’ fees and litigation or other expenses relating to any claim arising out of or relating to the actions or conduct of such party. The Broker(s) shall be entitled to reasonable attorneys’ fees and litigation or other collection expenses from the by the party that defaults in the timely payment of any commission or related expense.

16. ASSIGNMENT. Buyer may assign this Agreement and its rights hereunder to any other entity designated by Buyer which will assume the rights and responsibilities hereunder, upon obtaining the written consent of Seller and said consent shall not be unreasonably withheld.

17. DEFAULT. [SUGGESTED AMENDMENT]
Buyer Default. In the event of a default by Buyer under this Agreement, this Agreement shall terminate, and Seller may elect to either: (i) have the Deposit be delivered or caused to be delivered by Buyer (or Escrow Agent) to Seller as liquidated damages, or (ii) pursue an action for damages against Buyer.
Seller Default. In the event of a default by Seller under this Agreement, Buyer may elect to either: (i) terminate this Agreement; (ii) pursue an action for specific performance against Seller; or (iii) pursue an action for damages against Seller.

18. GOVERNING LAW: This Agreement shall be construed in accordance with and governed by the laws of the State of Ohio. All litigation shall take place in the courts located in the county where the real property is located.

19. SELLER’S OBLIGATIONS BEFORE CLOSING. Seller shall promptly notify Buyer of any suit, action or other proceeding before any court or governmental body, authority or agency and any cause of action of which Seller has knowledge that relates to the Property or that might result in impairment or loss of Seller’s title to the Property, the value thereof or that may interfere with Buyer’s intended use of the Property. Seller shall comply in all material respects with all laws, rules, regulations, ordinances and orders of all local, state and federal governmental bodies, authorities and agencies having jurisdiction over the Property. Seller shall promptly notify Buyer if Seller fails to perform or comply with any covenant or agreement contained in this Agreement or it is reasonably anticipated that Seller will be unable to perform or comply with any covenant or agreement contained in this Agreement. From and after the date of this Agreement, Seller agrees to permit Buyer and Buyer’s designees reasonable access to the Property for the purpose of making tests, measurements, investigations and inspections as contemplated by this Agreement and for the purpose of showing the Property to prospective lenders, and other interested parties. Buyer shall be responsible for promptly repairing and restoring the Property to its previous condition at the conclusion of such tests, measurements, investigations and inspections. Seller shall provide Buyer with reasonable cooperation and support in Buyer’s efforts to obtain “Site Plan Approval” from the appropriate governmental authorities for Buyer’s intended use of the Property, including execution by Seller of such applications and other documents reasonably required in connection with the foregoing. Seller shall not: permit any new occupancy, amend any existing lease or enter into any new lease for the Property, or any portion thereof, unless Buyer has previously approved such occupancy, lease or agreement in writing.

20. DISCLAIMER. The Property is being sold in its present “As Is” condition. Buyer acknowledges that it is not relying on any representations or warranties made by Seller as to the condition of the Property other than as may be expressly stated herein, nor is it relying on any representations on the part of Hoff & Leigh Commercial Real Estate. Buyer acknowledges that it is relying solely upon Buyer’s own inspection and evaluation of the Property whether performed by Buyer or by Buyer’s independent inspectors or contractors.

21. OPEN FOR ACCEPTANCE. This Offer to Purchase is open for acceptance until ________ local time on ________________ after which time, unless accepted prior thereto, it shall become null and void, the earnest money deposit shall be returned to Buyer, and each party shall be relieved of any liability, one to the other.

22. COUNTERPARTS: This offer may be accepted in counterparts with or without electronic signatures.

23. SECTION HEADINGS. All section headings and other titles and captions herein are for convenience only, do not form a substantive part of this Agreement, and shall not restrict or enlarge any substantive provisions of this Agreement.

24. MODIFICATION AND WAIVER. This Agreement, together with the exhibits and schedules attached hereto, constitutes the entire agreement between the parties pertaining to the subject matter contained in this Agreement and is controlling over and supersedes all prior and contemporaneous agreements, representations and understandings of the parties (including all previous oral and written communication). No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all the parties. Except as provided herein, no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Except as provided herein, no waiver shall be binding unless executed in writing by the party making the waiver.

25. SEVERABILITY. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement.

26. ENTIRE AGREEMENT: This Agreement contains the entire agreement between Seller and Buyer and the parties hereto are not bound by any agreements, understandings and conditions except those stipulated herein or in any subsequent written modification duly executed by the parties hereto.