5A1 Purchase Agreement (Stoic Beverages) - Signed

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The Parties agree that Seller's conveyance of the Property to Buyer at Closing will be made on the condition subsequent set forth in the foregoing sentence and the terms of this Section 11 will be referenced in the deed. 12. SELLER'S POST -CLOSING OBLIGATIONS On and after the Closing Date, the Seller commits to working with the Buyer to finalize plans, designs, and specifications for Property Improvements to the satisfaction of the City departments, consistent with City standards. 13. ACCEPTANCE OF PROPERTY AS -IS Buyer agrees to purchase the Property "as -is, where -is" and without any representations or warranties by Seller as to the condition of the Property or its fitness for any particular use or purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in this Agreement will be construed to constitute such a representation or warranty as to condition or fitness. 14. TAXES Prior to Closing, Seller will pay all real property taxes accrued on or before the Closing Date. Buyer will have no liability for any amount of real property taxes accrued before the Closing Date on the Property. 15. REMEDIES Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed immediately to cure or remedy such default within thirty (30) days after receipt of written notice of such default or breach from the non -defaulting Party, or, if the nature of the default or breach is such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and prosecute to completion an appropriate cure within a reasonable time. In the event of a default or breach that remains uncured for longer than the period stated in the foregoing sentence, the non - defaulting Party may terminate this Agreement, commence legal proceedings, including an action for specific performance, or pursue any other remedy available at law or in equity. All the Parties' respective rights and remedies concerning this Agreement and the Property are cumulative. 16. RIGHT OF FIRST REFUSAL In the event that Buyer desires to sell the Property to a third party on a date that is on or prior to November 25, 2044, Buyer shall first offer the Property to the Seller at a purchase price equal to the average of two appraisals. Such appraisals shall be performed by certified appraisers as agreed between the parties. Buyer shall execute a Memorandum of Right of First Refusal upon the closing of the purchase of the Property in a form substantially similar to the document attached as Exhibit C hereto. 17. COMMISSIONS