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HomeMy WebLinkAboutResolution No. 2012-075CITY OF THE COLONY, TEXAS RESOLUTION NO. 2012- U]15_ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING AND APPROVING THE EXECUTION OF A REAL ESTATE CONTRACT OF SALE, PROMISSORY NOTE, SPECIAL WARRANTY DEED, DEED OF TRUST, AND ALL NECESSARY DOCUMENTS BY AND BETWEEN THE COLONY LOCAL DEVELOPMENT CORPORATION, THE COLONY ECONOMIC DEVELOPMENT CORPORATION, THE COLONY COMMUNITY DEVELOPMENT CORPORATION, AND 121 ACQUISITION COMPANY, LLC, A TEXAS LIMITED LIABILITY COMPANY, TO ACQUIRE AN UNDIVIDED INTEREST IN AN APPROXIMATELY 82 ACRE TRACT OF LAND GENERALLY LOCATED ALONG THE SOUTH SIDE OF AND ADJACENT TO THE SAM RAYBURN TOLLWAY (STATE HIGHWAY 121), NORTH OF AND ADJACENT TO PLANO PARKWAY, AND WEST OF SPRING CREEK PARKWAY; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, The Colony Economic Development Corporation (hereinafter referred to as the "EDC") is a Type A Community Development corporation, created pursuant to Chapter 504 of the Texas Local Government Code, as amended; and WHEREAS, The Colony Community Development Corporation (hereinafter referred to as the "CDC") is a Type B Community Development corporation, created pursuant to Chapter 505 of the Texas Local Government Code, as amended; and WHEREAS, The Colony Local Development Corporation (hereinafter referred to as the "LGC") is a Texas non-profit corporation, created pursuant to Subchapter D of Chapter 431 of the Texas Transportation Code, as amended, and Chapter 394 of the Texas Local Government Code, as amended; and WHEREAS, the City Council (hereinafter referred to as the "City Council") of the City of The Colony, Texas (hereinafter referred to as the "City'), does hereby authorize and approve the execution of a real estate contract of sale, promissory note, special warranty deed, deed of trust, a copy of which is attached hereto as Exhibit A (hereinafter referred to as the "Real Estate Documents"), and all necessary documents by and between the EDC, CDC, LGC, and 121 Acquisition Company, LLC, a Texas limited liability company, to acquire an undivided interest in an approximately 82 acre tract of land generally located along the south side of and adjacent to the Sam Rayburn Tollway (State Highway 121), north of and adjacent to Plano Parkway, and west of Spring Creek Parkway; and WHEREAS, the City Council hereby determines it is in the best interest of the City to adopt this Resolution authorizing and approving the execution of the attached Real Estate Documents and hereby finds that the Real Estate Documents benefit the City, EDC, CDC, and the LGC. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: SECTION 1. The foregoing recitals are hereby found to be true and correct legislative findings of the City of The Colony, Texas, and are fully incorporated into the body of this Resolution. SECTION 2. The City Council of the City of The Colony, Texas, does hereby approve and authorize the execution of the Real Estate Documents, a copy of which is attached hereto as ExhihitA, and is incorporated herein for all purposes. SECTION 3. If any section, article paragraph, sentence, clause, phrase or word in this Resolution, or application thereto to any persons or circumstances, is held invalid or unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Resolution; and the City Council hereby declares it would have passed such remaining portions of this Resolution despite such invalidity, which remaining portions shall remain in full force and effect. SECTION 4. This Resolution shall become effective immediately upon passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS THE 26th day of SEPTEMBER, 2012. Christie Wilson, City Secretary AS TO FORM: Attorney Mayor ?EX•P• ExhibitA [Real Estate Documents] Real Estate Contract of Sale, and Related Documents to Acquire Approximately 82 Acre Tract of Land City Manager's Fiscal Impact Statement Resolution Approving Real Estate Contract of Sale, Promissory Note, Special Warranty Deed, Deed of Trust, and All Necessary Documents By and Between The Colony Local Development Corporation, The Colony Economic Development Corporation, The Colony Community Development Corporation, and 121 Acquisition Company, LLC to Acquire an Undivided Interest in an Approximately 82 -Acre Tract of Land September 26, 2012 There is no expected fiscal impact resulting from this measure because bonds will be issued at a later date to pay the note, and any costs associated with such debt will be offset by the future tax revenue generated by the development. Troy C. Powell City Manager 1775.010A29253.1 REAL ESTATE CONTRACT OF SALE This Real Estate Contract of Sale (this "Contract") is entered into by and between 121 Acquisition Company, LLC, a Texas limited liability company (the "Seller"), and The Colony Local Development Corporation, a Texas non-profit corporation, The Colony Economic Development Corporation, a Texas non-profit corporation, and The Colony Community Development Corporation, a Texas non-profit corporation (collectively, the "Purchaser") to be effective September 26, 2012 (the "Effective Date"). ARTICLE I AGREEMENT OF PURCHASE AND SALE 1.1. Agreement. For the consideration and upon and subject to the terms, provisions, conditions hereinafter set forth, Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase from Seller that certain tract of land situated in Denton County, Texas, being approximately 82.09 acres, more or less, as more particularly described and depicted on Exhibit A attached hereto, together with all and singular the rights and appurtenances pertaining to such tract and all improvements thereon (the "Property"). 1.2. Mineral Reservation. There shall be reserved for Seller and Seller's successors and assigns: all interest not currently vested in unaffiliated parties as of the date hereof in the water, oil, gas, and other minerals (and all executory and leasing rights relating thereto) that are in and under the Property and that may be produced from the Property (the "Mineral Reservation"). Seller is entitled to and shall receive the royalties and other benefits associated with any existing leases for water, oil, gas, and other minerals. Seller shall waive the right of ingress and egress to the surface of the Property relating to the portion of the Mineral Estate owned by Seller solely to the extent and for so long as the Property or applicable portion thereof is used solely for the construction, maintenance, repair, and replacement of public improvements (including streets and roads, water facilities, sanitary sewer facilities, drainage facilities, and franchise utilities) and not for any private improvements. Nothing herein, however, restricts or prohibits the pooling or unitization of the portion of the Mineral Estate owned by Seller with land other than the Property; or the exploration or production of the oil, gas, and other minerals by means of wells that are drilled or mines that open on land other than the Property but enter or bottom under the Property, provided that these operations in no manner interfere with the surface or subsurface support of any improvements constructed or to be constructed on the Property. ARTICLE II PURCHASE PRICE 2.1. Purchase Price. The purchase price to be paid for the Property (the "Purchase Price") shall be ELEVEN MILLION FIVE HUNDRED SIXTY ONE THOUSAND SEVEN HUNDRED EIGHTY SEVEN AND 57/100THS DOLLARS ($11,561,787.57). The Purchase Price shall be paid to Seller according to the promissory note delivered to Seller at or prior to the Closing executed by Purchaser payable to Seller in the original principal amount of the Purchase Price (the "Promissory Note"). The Promissory Note shall be in the form of Exhibit B attached hereto. Real Estate Contact of Sale — 82.09 Acres Page 1 1775.010\29196.3 ARTICLE III CONTRACT CONSIDERATION 3.2. Contract Consideration. Contemporaneously with the execution of this Contract, Purchaser hereby delivers to Seller the amount of $100.00 (the "Contract Consideration") as the consideration for Seller's execution of this Contract. The Contract Consideration is in addition to and independent of the Purchase Price, is nonrefundable, and shall be retained by Seller notwithstanding any other provision of this Contract. ARTICLE IV PRE-CLOSING OBLIGATIONS AND CONDITIONS All pre-closing obligations and conditions have been satisfied. ARTICLE V SURVEY AND TITLE REVIEW Survey and title review are complete. All survey and title objections have been satisfied. The title exceptions described as Permitted Exceptions in Section 7.2(a) are acceptable to Purchaser. ARTICLE VI Purchaser's inspection of the Property is complete. ARTICLE VII CLOSING 7.1. Time and Place. The sale and purchase of the Property shall be consummated at a closing (the "Closing") to be held on September 26, 2012 (the "Closing Date"). The Closing shall take place at the offices of Chicago Title Insurance Company, 14801 Quorum Drive, Suite 110, Dallas, Texas 75254, Attention: Tim Richards (the "Title Company") or, at Purchaser's option, at the City Hall of The Colony, Texas. 7.2. Items to be Delivered. by Seller. At (or after, with respect to the Owner Policy of Title Insurance) the Closing, Seller shall deliver or cause to be delivered to Purchaser the following: (a) A special warranty deed in the form of Exhibit C attached hereto (the "Deed") duly executed and acknowledged by Seller granting, conveying and warranting unto Purchaser good and indefeasible fee simple title to the Property free and clear of any monetary liens or monetary encumbrances except the vendor's lien reserved in the Deed and the lien created by the Deed of Trust (hereinafter defined) and otherwise subject to the Mineral Reservation, those other matters of record affecting the Property when the Property was acquired by Seller, and those additional matters set forth in the Deed (the Deed of Trust lien, Mineral Reservation, other Real Estate Contact of Sale — 82.09 Acres Page 2 1775.010\29196.3 matters of record, and additional matters set forth in the Deed are herein referred to as the "Permitted Exceptions"). (b) An Owner's Policy of Title Insurance issued by the Title Company within thirty (30) days after the Closing on the standard form in use in the State of Texas insuring Purchaser's title to the Property in an amount equal to the Purchase Price and subject only to the Permitted Exceptions. (c) An affidavit in compliance with Section 1445 of the Internal Revenue Code and applicable regulations in the form of Exhibit D attached hereto. (d) Such other instruments as . the Title Company may reasonably require to accomplish the Closing in accordance with this Contract, including evidence satisfactory to Purchaser that all ad valorem taxes on the Property then due and payable have been paid. 7.3. Items to be Delivered by Purchaser. At (or after with respect to the Mortgagee Policy of Title Insurance) the Closing, Purchaser shall deliver or cause to be delivered to Seller the following: (a) The Promissory Note duly executed by Purchaser. Notwithstanding anything to the contrary contained or implied elsewhere in this Contract, the Promissory Note shall provide that the borrowers, at their option, may elect to not pay the initial interest payment due and payable thereunder and to satisfy all unpaid indebtedness then owing pursuant to the Promissory Note by executing, acknowledging, and delivering to the lender, a deed subject only to the Permitted Exceptions. Upon the delivery of the deed to the lender, the Promissory Note shall terminate and be of no further force or effect. The delivery of the deed shall not violate the terms of the Deed of Trust, and borrowers shall in no event have any further liability under the Promissory Note or the Deed of Trust after delivering the deed to lender as set forth in this Section 7.3(a). (b) A deed of trust (the "Deed of Trust") granting to Seller a first lien against the Property in the form of Exhibit E attached hereto, duly executed and acknowledged by Purchaser. (c) A Mortgagee Policy of Title Insurance issued by the Title Company within thirty (30) days of the Closing on the standard form in use in the State of Texas insuring Seller's first lien security interest granted by the Deed of Trust in an amount equal to the principal amount of the Promissory Note and subject only to the Permitted Exceptions. (d) Such other instruments as the Title Company may reasonably require to accomplish the Closing in accordance with this Contract. 7.4. Closing. Closing costs shall be paid as follows: (a) Ad valorem taxes for the Property shall be prorated to the date of the Closing. Seller shall have no responsibility to pay ad valorem taxes, if any, that may become due and payable based on any change in use of the Property after the Closing. Real Estate Contact of Sale — 82.09 Acres Page 3 1775.010129196.3 (b) Except to the extent otherwise expressly set forth herein, Seller shall be responsible for all escrow fees charged by the Title Company and for all other costs and expenses of the Closing, including, but not necessarily limited to, the cost of the Owner Policy of Title Insurance and the Mortgagee Policy of Title Insurance. (c) Except to the extent otherwise provided in Section 9.5, each party shall be responsible for its own respective attorneys' fees and expenses of applicable consultants. (d) The agreements in this Section 7.4 shall survive the Closing. 7.5. Right to Possession. Immediately following the Closing, Purchaser shall have full and unrestricted right to possession of the Property subject only to the Permitted Exceptions. ARTICLE VIII DEFAULT (a) Purchaser Default. If Purchaser fails to comply with this Contract after written Notice and a 10 -day period during which to cure, Purchaser shall be in default. Seller's sole and exclusive remedy for a default by Purchaser shall be to terminate this Contract and retain the Contract Consideration as liquidated damages. (b) Seller's Default. If Seller fails to comply with this Contract after written Notice and a 10 -day period during which to cure, Seller shall be in default. If Seller is in default, Purchaser may either seek specific performance of this Contract or terminate this Contract and receive a return of the Contract Consideration as Purchaser's sole and exclusive remedy. ARTICLE IX MISCELLANEOUS 9.1. Notices. Any notice, demand, or other communication required by this Contract (a "Notice") must be in writing and delivered to the person to whom the Notice is directed, either: (a) in person; (b) by United States Mail, as a registered or certified item with return receipt requested; or (c) delivered .by a nationally recognized delivery service (e.g., FedEx or UPS) that provides a delivery receipt. Notices delivered by mail shall be deemed given and received three business days after deposited with the U.S. Postal Service. Any Notice given other than by certified or registered mail shall be deemed to have been given and received when delivered to the parry at the following: Seller: 121 Acouisitiou Company, LLC 700 S. 72 Street Omaha, NE 68114 Attention: Ryan Blumkin With Copy To: Shupe Ventura Lindelow & Olson, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 Attention: Misty Ventura Real Estate Contact of Sale — 82.09 Acres Page 4 1775.010\29196.3 Purchaser: The Colony Local Development Corporation 6800 Main Street The Colony, Texas 75056 With a Copy To: Brown and Hofmeister, LLP: c/o Jeff Moore 740 East Campbell Road, Suite 800 Richardson, TX 75081 Purchaser. The Colony Economic Development Corporation 6800 Main Street The Colony, Texas 75056 With a Copyr Ta: Brown and Hofmeister, LLP: c/o. Jeff Moore 740 East Campbell Road, Suite 800 Richardson, TX 75081 Purchaser: The Colony Community DevelojRment Corporation 6800 Main Street The Colony, Texas 75056 With a Copy To: Brown and Hofmeister, LLP: c/o Jeff Moore 740 East Campbell Road, Suite 800 Richardson, TX 75081 Either party hereto may change the address for Notice specified above by giving the other party ten (10) days' advance Notice of such change of address. 9.2. Assi ng_mee . -Neither party may assign this Contract without the prior written consent of the other party. 9.3. Interpretation and Applicable Law. This Contract shall be interpreted in accordance with the laws of the State. of Texas, and all obligations created by this Contract are performable in Denton County, Texas. 9.4. Amendment. This Contract may not be amended except by written agreement. 9.5. Attorneys' Fees. In the event either party files a lawsuit in connection with this Contract, the prevailing party shall be entitled to recover its reasonable attorneys' fees in addition to all other remedies or damages permitted by this Contract. This Section 9.5 shall survive the Closing or termination of this Contract. 9.6. Entire Agreement. This Contract constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings in connection therewith. 9.7. Multiple Counterparts. This Contract may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Real Estate Contact of Sale — 82.09 Acres Page 5 1775.010\29196.3 9.8. Brokers. Each party hereby represents and warrants to the other that no brokers or finders have been engaged by it in connection with the transactions contemplated by this Contract, or, to its knowledge, is in any way connected with such transaction and to the extent allowed by law hereby agrees to indemnify the other party against any broker or finder claiming a commission by, through or under the indemnifying party. This Section 9.8 shall survive the Closing or termination of this Contract. 9.9. Construction. The parties acknowledge that they have had the opportunity to be represented by counsel in connection with this transaction and that this Contract shall be interpreted according to its fair construction and shall not be construed against either party. 9.10. Invalidi . In case any one provision contained in this Contract shall for any reason be held to be unenforceable, such unenforceability shall not affect any other provision of this Contract, and this Contract shall be construed as if such unenforceable provision had never been contained herein. 9.11. AS IS. Purchaser acknowledges that except for any express warranties and representations contained in this Contract or any instrument, document, or agreement delivered at the Closing, Purchaser is not relying on any written, oral, implied or other representations, statements, or warranties by Seller or any agent of Seller. Seller shall have no liability to Purchaser, and Purchaser releases Seller from any liability concerning, or regarding: the nature and condition of the Property, including, but not limited to: the suitability of the Property for any activity or use; any improvements or substances located on the Property; or the compliance of the Property with any laws, rules, ordinances, or regulations of any government or other body. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS, EXPRESS OR IMPLIED OR BY OPERATION OF LAW, WITH RESPECT TO ANY MATTER AFFECTING THE PROPERTY, INCLUDING BUT NOT LIMITED TO: THE CONDITION, SUITABILITY, HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR PURCHASER'S PLANNED USE OF THE PROPERTY; THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES (PUBLIC OR PRIVATE); OR THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE IN, ON, OR, ABOUT THE PROPERTY. PURCHASER ACKNOWLEDGES THAT THE PROPERTY IS BEING SOLD "AS IS" AND "WITH ALL FAULTS" UNLESS SPECIFICALLY STATED TO THE CONTRARY IN THIS CONTRACT. IF THE CLOSING SHALL OCCUR, SELLER SHALL BE DEEMED TO BE AUTOMATICALLY RELEASED BY PURCHASER AND ITS SUCCESSORS AND ASSIGNS OF AND FROM ALL LIABILITIES, OBLIGATIONS, AND CLAIMS, KNOWN OR UNKNOWN, THAT PURCHASER MAY HAVE AGAINST SELLER OR THAT MAY ARISE IN THE FUTURE BASED IN WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN THE PROPERTY. FROM AND AFTER THE CLOSING, PURCHASER SHALL HAVE, AND SHALL BE DEEMED TO HAVE ASSUMED, ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONTAMINATION Real Estate Contact of Sale — 82.09 Acres Page 6 1775.010129196.3 ON OR WITHIN THE PROPERTY (WHETHER EXISTING PRIOR TO, AT, OR SUBSEQUENT TO THE TIME OF THE CLOSING). THE PROVISIONS OF THIS SECTION 9.12 SHALL SURVIVE THE CLOSING AND SHALL BE INCLUDED IN THE DEED TO BE DELIVERED AT THE CLOSING. 9.12. Time is of the Essence, Waiver. Time is of the essence with respect to the performance of this Contract. No waiver by either party of any of rights or remedies hereunder shall be considered a waiver of any other or subsequent right or remedy. 9.13. Seller's Representations, Warranties and Covenants. Seller represents, warrants, and covenants to Purchaser as of the Effective Date and as of the Closing as follows: a. Authority. Seller has the authority to execute this Contract and perform its obligations under this Contract. b. Title. Seller has and will convey good and indefeasible fee simple title to the Property, free and clear of any liens or other encumbrances except for the Permitted Exceptions, and has full right, power and authority to enter into this Agreement and to consummate the sale contemplated hereby without the joinder of any other person, and the party signing on behalf of Seller has been duly authorized. to sign on behalf of Seller. C. Leases. Except as may be disclosed by the Permitted Exceptions, there are no parties in possession of any portion of the Property. d. Negative Covenants. Seller shall not further encumber the Property after the Effective Date without the written consent of Purchaser. e. Liens and Debts. To the knowledge of Seller, there are no unrecorded monetary liens against the Property, and Seller shall not allow any such monetary liens to attach to the Property after the Effective Date except for the vendor's lien reserved in the Deed and the lien of the Deed of Trust. All obligations of Seller arising from the ownership of the Property have been paid or will be paid prior to the Closing. Except for obligations for which provisions are made in this Contract, there will be no obligations of Seller with respect to the Property outstanding as of the Closing. f. Litigation. There is no pending or, to the knowledge of Seller, threatened litigation or condemnation affecting the Property. g. Hazardous Materials. To Seller's knowledge, the Property does not contain any Hazardous Materials. For purposes of this Contract, "Hazardous Materials" means any pollutants, toxic substances, oils, hazardous wastes, hazardous materials or hazardous substances as defined in or pursuant to the Resource Conservation and Recovery Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, the Federal Clean Water Act, as amended, or any other federal, state or local environmental law, regulation, ordinance, or rule. To Seller's knowledge, Seller has complied with all environmental laws and shall be solely responsible for the cost of remediation of any Hazardous Materials Real Estate Contact of Sale — 82.09 Acres Page 7 1775.010\29196.3 found at the Property to the extent caused by Seller. This representation and warranty shall expressly survive the Closing. h. Legal Compliance. To Seller's knowledge, Seller has complied with, and the Property complies with, all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to or affecting the Property. Performance of this Agreement will not result in any breach of, or constitute any default under, or result in the imposition of any lien or encumbrance upon the Property under any agreement or other instrument to which Seller is a party or by which Seller or the Property might be bound. i. No Other Attreements. Except as expressly mentioned in this Agreement or as may be imposed by the Permitted Exceptions, there is no agreement affecting or restricting the Property, including its usage and development that the Seller has not provided to Purchaser. j. Disclosure of Material Facts. Seller has disclosed to Purchaser in writing all facts known to Seller that materially affect the Property. k. Operation and Maintenance of the Property.' After the Effective Date until the Closing, Seller shall operate and maintain the Property in substantially the same manner as the Property has been operated and maintained. 9.14 Purchaser's Representations, Warranties and Covenants. Purchaser represents, warrants, and covenants to Seller as of the Effective Date and as of the Closing as follows: a. Authori . Purchaser has the authority to execute this Contract and perform its obligations under this Contract. b. Disclosure of Material Facts. Purchaser has disclosed to Seller in writing all facts known to Purchaser that materially affect the Property. 9.15. Exhibits. The following Exhibits are attached to this Contract and are incorporated herein for all purposes: Exhibit A: Property Description Exhibit B: Promissory Note Exhibit C: Special Warranty Deed Exhibit D: FIRPTA Affidavit Exhibit E: Deed of Trust 9.16 Undivided Interests. Notwithstanding anything to the contrary contained or implied elsewhere in this Contract, title to the Property shall be conveyed to (a) The Colony Local Development Corporation to the extent of an undivided 29.3% interest therein, (b) The Colony Economic Development Corporation to the extent of an undivided 41.6% interest therein, and (c) The Colony Community Development Corporation to the extent of an undivided 29.1 % interest therein. Real Estate Contact of Sale — 82.09 Acres Page 8 1775.010\29196,3 SELLER: a Texas limited By: Tito,"" President Date: !/Z PURCHASER: The Colony Local Development Corporation, a Texas non-profit corporation By: Joe McCourry, President Date: The Calopy Economic Developlusent Corporation, a Texas non-profit corporation By: Tom T vardzik, President Date: The Colonv Commua ty' Development Corporation, a Texas non-profit corporation By: TeRon Lawrence, President Date: Real ate Contact of Sale — $2.09 Acres Page 9 177.5.010129196.3 i Real Estate Contact of Sale — 82.09 Acres SELLER: 121 Acquisition Company LLC, a Texas limited liability company LO Name: Jeff Lind Title: President Date: PURCHASER: The Colony Local Development Corporation, a Texas nonmarofit comoration Dae;. `7 r .% — l •�--• The Colony Economic Development Corporation, a Texas non-profit corporation By: —.— • Tom fvardzik, Presid t Date: S L� I L The Colony Community Development Corporation, a Texas non-profit corporation IN By: c.¢-. dent Date: Page 9 1775.010\29196.3 EXHIBIT "A' Being a 82.09 acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. -174, and the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land conveyed by deed to 121 Acquisition Company, LLC., as recorded in Instrument No. 2011-114773, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83"56'15" East, leaving said south right-of-way line, a distance of 2380.35 feet to_ a point for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Plano Parkway (having a 100 foot R.O.W.); THENCE North 00°00'00" West, leaving said existing east right-of-way line, a distance of 560.75 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 78.50 feet, a central angle of 65'00'00", and a long chord which bears North 32"30'00" West, 84.36 feet, THENCE along said tangent curve to the left, an arc distance of 89.06 feet to a point for corner; THENCE North 65"00'00" West,.a distance of 259.91 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 100.00 feet, a central angle of 35"00'00", and.a long chord which bears North 47'30'00" West, 60.14 feet; THENCE along said tangent curve to the right, an arc distance of 61.09 feet to a point for corner; THENCE North 30000'00" West, a distance of 390.00 feet to a point.for corner; THENCE North 60'47'38" East, a distance of 20.99 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 740.00 feet, a central angle of 2"02'01", and a long chord which bears North 59"46'37" East, 26.26. feet; THENCE along said tangent curve to the left, an arc distance of 26.27 feet to a point for corner; THENCE South 30"00'00" East, a distance of 121.86 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 89.75 feet, a central angle of 35"00'00", and a long chord which bears South 47°30'00" East, 53.98 feet; THENCE along said tangent curve to the left, an arc distance of 54.83 feet to a point for corner; THENCE South 65°00'00" East, a distance of 254.03 feet to a point for corner; THENCE North 90"00'00" East, a distance of 25.58 feet to a point for corner, THENCE South 63040'44" East, a distance of 478.61 feet to a point for corner, said point being in the face of garage; THENCE North 90°00'00" East, along said face of garage, a distance of 113.01 feet to a point for corner, said point being the face of building; THENCE North 00°00'00" East, along said face of building, a distance of 398.00 feet, and continuing a total distance of 427.50 feet to a point for corner; THENCE North 90000'00" East, a distance of 283.92 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 118:50 feet, a central angle of 27°06'17", and a long chord which bears North 76"26'51" East, 55.54 feet; THENCE along said tangent curve to the left, an arc distance of 56.06 feet to a point for corner, for the beginning of a reverse curve to the right having a radius of 81.50 feet, a central angle of 54"12'34", and a long chord which bears South 90°00'00" East, 74.27 feet; THENCE along said reverse curve to the right an arc distance of 17.11 feet to a-, point for corner, for the beginning of a reverse curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a long chord which bears South 76°26'51" East, 55.54 feet; THENCE along said reverse curve to the left an arc distance of 56.06 feet to a point for corner, THENCE North 90000'00" East, a distance of 224.01 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 74.50 feet, a central angle of 60000'00", and a long chord which bears North 60000'00" East, 74.50 feet; THENCE along said tangent curve to the left, an arc distance of 78.02 feet to a point for corner; THENCE South 60000'00" East, a distance of 66.45 feet to a point for corner; THENCE South 22025'10" East, a distance of 211.39 feet to a point for corner; THENCE South 00000'00" West, a distance of 95.61 feet to a point for corner; THENCE North 90000'00" East, a distance of 1499.37 feet to a point for corner; THENCE South 45037'45" East, a distance of 369.46 feet to a point for corner, for the beginning of a non - tangent curve to the left, having a radius of 840.00 feet and a central angle of 39019'11", and a long chord which bears South 24042'40" West, 565.21 feet, THENCE along said non -tangent curve to the left an arc distance of 576.46 feet to a point for corner, for the beginning of a reverse curve to the right having a radius of 760.00 feet, a central angle of 35053'29", and a long chord which bears South 22059'48" West, 468.33 feet; THENCE along said reverse curve to the right an arc distance of 476.08 feet to a point for corner; THENCE North 50000'00" West, a distance of 72.29 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 87.50 feet, a central angle of 40000'00", and a long chord which bears North 70°00'00" West, 59.85 feet; THENCE along said tangent curve to the left, an arc distance of 61.09 feet to a point for corner; THENCE North 90°00'00" West, a distance of 441.04 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 19.50 feet, a central angle of 90"00'00", and along chord which bears South 45°00'00" West, 27.58 feet; THENCE along said tangent curve to the left, an arc distance of 30.63 feet to a point for corner; THENCE South 00"00'00" West, a distance of 41.01 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 225.73 feet and a central angle of 30"04'42" and a long chord which bears South 15"59'58" West, 117.14 feet; THENCE along said tangent curve to the right an arc distance of 118.50 feet to a point for corner; THENCE South 31002'19" West, a distance of 21.72 feet to a point for corner, for the beginning of a non - tangent curve to the left having a radius of 1130.00 feet and a central angle of 33000'40", and a long chord which bears North 73051'43" West, 642.08 feet, said point being in the existing east right-of-way line of said Plano Parkway; THENCE along said existing east right-of-way line, and along said non -tangent curve to the left an arc distance of 651.05 feet to a point for corner; THENCE South 8938'05" West, continuing along said existing east right-of-way line, a distance of 647.23 feet to a point for corner, for the beginning of a non -tangent curve to the right having a radius of 950.00 feet and a central angle of 40"05'36" and a long chord which bears North 70"19'29" West, 651.29 feet; THENCE continuing along said existing east right-of-way line, and along said non -tangent curve to the right an arc distance of 664.77 feet to a point for corner, for the beginning .of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 10'49'02", and a long chord which bears North 55'41'04" West, 197.94 feet; THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an arc distance of 198.23 feet to the POINT OF BEGINNING and CONTAINING 3,575,716 square feet, 82.09 acres of land, more or less. Save & Except the following two tracts of land: Tract 1: Being a 1.496 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land conveyed by deed to the City of The Colony, as recorded in Instrument No. 2006-75193, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract (Tract 2) and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83"55'H" East, leaving said south right-of-way line, a distance of 2380.43 feet to a point for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Piano Parkway (having a 100 foot R.O.W.); THENCE North 00000'00" East, leaving said existing east right-of-way line, a distance of 14.16 feet to a point for corner; THENCE North 89"38'00" East, a distance of 417.56 feet to a point for corner; THENCE South 00022'00" East, a distance of 280.47 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 950.00 feet and a central angle of 18"03'20", and a long chord which bears North 59°18'21" West, 298.13 feet; said point being in the existing east right-of-way line of said Piano Parkway; THENCE along said existing east right-of-way line, and along said non -tangent curve to the right an arc distance of 299.37 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 10"47'24", and a long chord which bears North 55"38'07" West, 197.44 feet; THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an arc.distance of 197.74 feet to the POINT OF BEGINNING and CONTAINING 65,141 square feet, 1.496 acres of land, more or less. Tract 2 Being a 0.980 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a strip of land known as McKamy Trail, an abandoned road and unrecorded right-of-way and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract (Tract 2)and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83°55'H" East, leaving said south right-of-way line, a distance of 2380.43 feet to a point, said point being in the existing east right -0f --way line of Piano Parkway (having a 100 foot R.O.W.); THENCE North 00'00'00" East; leaving said existing east right-of-way line, a distance of 14.16 feet to a point for the POINT OF BEGINNING, THENCE North 00"00'00" East, a distance of 19.11 feet to a point for corner; THENCE North 89'47'50" East, a distance of 2838.62 feet to a point for corner, for the beginning of a non -tangent curve to the right having a radius of 760.00 feet and a central angle of 0"50'02", and a long chord which bears South 06"04'58" West, 11.06 feet; THENCE along said non -tangent curve to the right an arc distance of 11.06 feet to a point for corner; THENCE South 89"38,00" West, a distance of 2837.49 feet to the POINT OF BEGINNING and CONTAINING 42,722 square feet, 0.980 acres of land, more or less. Exhibit B Promissory Note Date: September 26, 2012 Borrowers: The Colony Local Development Corporation, The Colony Economic Development Corporation and The Colony Community Development Corporation, all Texas non-profit corporations Borrowers' Mailing Address: 6800 Main Street The Colony, Texas 75056 Lender: 121 Acquisition Company, LLC', a Texas limited liability company Lender's Mailing Address: 700 S. 72 Street Omaha, NE 68114 Attention: Ryan Blumkin Principal Amount: ELEVEN MILLION FIVE HUNDRED SIXTY ONE THOUSAND SEVEN HUNDRED EIGHTY SEVEN AND 57/100THS DOLLARS ($11,561,787.57). Annual Interest Rate: A fluctuating rate equal to 2% per annum in excess of the Prime Lending Rate (hereafter defined), with interest accruing on and after the Date set forth above. Maturity Date: December 31, 2013 Prime Lending Rate: The prime commercial rate as reported in the Wall Street Journal, and such per annum rate (for purposes of this Note) shall change from time to time on the l't day of the month following the date of any such change reported by the Wall Street Journal. Annual Interest Rate on Matured Un aid Amounts: The maximum lawful rate which the undersigned Borrowers may legally. contract for under the laws of the State of Texas or applicable federal laws. Place of Payment: 700 S. 72 Street, Omaha, NE 68114, Attention: Ryan Blumkin, or at such other place as Lender may hereafter designate from time to time by written notice thereof to Borrowers. Terms of Pa my ent (principal and interest): Subject to the balloon payments set forth below, interest only payments are due on December 31, 2012, March 31, 2013, June 30, 2013 and September 30, 2013. In addition to the interest only payments set forth above, one "balloon" payment of principal in the amount of $[purchase price] together with, all accrued but unpaid interest thereon is payable in its entirety on the Maturity Date. Securily for Payment: This Note is secured by a vendor's lien reserved in the Special Warranty Deed (herein so called) executed by Lender to Borrowers on even date herewith, that certain Deed of Trust of even date herewith, executed by Borrowers for the benefit of Lender, which Exhibit B to Real Estate Contract — Page 1 1775.010\29196.3 Deed of Trust conveys to Lender the Property (as such term is defined in the Deed of Trust) to be held in trust by Trustee (as defined in the Deed of Trust) as security for Borrowers' obligations hereunder. Other Security for Pa rte: Borrowers promise to pay to the order of Lender the Principal Amount plus interest at the Annual Interest Rate and/or Annual Interest Rate on Matured Unpaid Amounts (as applicable). This Note is payable at the Place for Payment and according to the Terms of Payment. All outstanding unpaid amounts under this Note are due and payable on or before the Maturity Date. After the Maturity Date, Borrowers promise to pay any unpaid Principal Amount together with any accrued but unpaid interest thereon plus interest on such aggregate unpaid amounts at the Annual Interest Rate on Matured, Unpaid Amounts. Notwithstanding anything to the contrary contained or implied elsewhere herein, Borrowers, at their option, may elect to not pay the interest payment due and payable on December 31, 2012, and to satisfy all unpaid indebtedness then owing pursuant to the Note by executing, acknowledging, and delivering to Lender a Deed (herein so called) to the Property in form and substance reasonably acceptable to Lender and Borrower with no exceptions to title other than those which are set forth in the Special Warranty Deed together with any additional exceptions to title as Lender may hereafter, in its sole and absolute judgment and discretion, expressly approve in writing. Upon the delivery of the deed to the lender, the Promissory Note shall terminate and be of no further force or effect. The delivery of the deed shall- not violate the terms of the Deed of Trust, and Borrowers shall in no event have any further liability under the Promissory Note or the Deed of Trust after delivering the deed to lender as set forth in this paragraph. From time to time promptly following written request by Borrowers; Lender agrees to execute and deliver to Borrowers and/or any.applicable credit reporting agency and/or any applicable credit rating agency written assurances in form and substance reasonably satisfactory to Borrowers and Lender that Borrowers timely. performed all obligations to Lender in a satisfactory manner in the event that Borrowers execute, acknowledge and deliver to Lender the Deed as aforesaid. Borrowers also promise to pay reasonable attorneys' fees and court and other costs if Lender elects to engage an attorney or attorneys to collect or enforce this Note. Such expenses relating to attorneys' fee and court and other costs (a) will bear interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts, (b) shall be paid by Borrowers to Lender, together with interest, on demand at the Place for Payment, and (c) shall become part of the debt evidenced by the Note and will be secured by any security for payment. Interest on the debt evidenced by this Note will not exceed the maximum rate or amount of nonusurious interest that may be contracted for, taken, reserved, charged, or received under Texas law or applicable federal law. Any interest incidentally charged in excess of the maximum amount permitted by law will be credited on the Principal Amount or, if the Principal Amount has been paid, refunded to Borrowers. On any required or permitted prepayment, any excess interest will be canceled automatically as of the prepayment or, if the excess interest has already been paid, credited on the Principal Amount or, if the Principal Amount has been paid, refunded to Borrowers. This provision overrides any conflicting provisions in this Note and all other instruments concerning the debt. Exhibit B to Real Estate Contract — Page 2 1775.010\29196.3 Any check, draft, money order or other instrument given as payment of all or any portion of this Note may be accepted by the Lender and handled in the customary manner, but the same shall not constitute payment hereunder or diminish any rights of Lender, except to the extent that actual cash proceeds of such instruments are unconditionally received by and delivered to Lender. Borrowers shall have the right to prepay this Note in whole or in part, at any time or from time to time. Interest shall immediately cease to accrue as of the date of the prepayment on any amount of the principal that is so prepaid in accordance with the terms hereof. Any prepayment of the principal may, at the sole option of Lender, be credited to the payment of the installments last accruing under the Note. Prepayment of a part of the Note shall not affect Borrowers' obligations to continue the regular payments stated in this Note. Borrowers hereby agree that it will not be necessary for Lender, in order to enforce payment of this Note, to first institute or exhaust Lender's remedies against Borrowers or any of them, or any other party liable hereunder, or against any security for this Note including, without limitation, any security reserved pursuant to the Special Warranty Deed or granted pursuant to the terms of the Deed of Trust. This Note, and any and all rights and powers of Lender under this Note, together with the vendor's lien reserved pursuant to the Special Warranty Deed, the lien of the Deed of Trust against the Property or any other collateral secured thereby, if any, may be transferred and assigned by Lender to any affiliate of Lender at such time or times and upon such terms as Lender may deem advisable at Lender's option, and the assignee shall succeed to all the rights and powers of Lender under this Note so transferred. Any assignment by Lender to any person or entity other than an affiliate of Lender shall require the prior written consent of Borrowers, which consent shall not be unreasonably withheld, conditioned, or delayed. This Note shall be governed by and construed under the laws of the State of Texas and the laws of the United States of America. Except to the extent otherwise specifically set forth in the immediately following sentence, each of the Borrowers is responsible for all obligations represented by this Note. When the context requires, singular nouns and pronouns include the plural. Notwithstanding anything to the contrary contained or implied elsewhere herein or in any other documents evidencing or securing this Note, it is expressly agreed and understood that with respect to the Principal Amount and any accrued but unpaid interest thereon (a) The Colony Local Development Corporation shall only have corporate liability for an undivided 29.3% interest thereof, (b) The Colony Economic Development Corporation shall only have corporate liability for an undivided 41.6% interest thereof, and (c) The Colony Community Development Corporation shall only have corporate liability for an undivided 29.1 % interest thereof. Exhibit B to Real Estate Contract — Page 3 1775.010\29196.3 EXECUTED TO BE EFFECTIVE AS OF SEPTEMBER 26, 2012. BORROWERS: The Colony Local Development Corporation, a Texas non-profit corporation By: Joe McCourry, President The Colony Economic Development Corporation, a Texas non-profit corporation Tom Tvardzik, President The Colony Community Develop><nent Corporation, a Texas non-profit corporation 0 TeRon Lawrence, President Exhibit B to Real Estate Contract — Page 4 1775,010\29196.3 Special Warranty peed NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE OUT ANY AND ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: WHEREAS, reference is made to that certain Development and Tax Increment Payment Agreement effective November 15, 2011, that certain Type A Corporation Performance Agreement effective November 15, 2011, and that certain Type B Corporation Performance Agreement effective November 15, 2011 (collectively, the "The Colony Agreements") to which, respectively, The Colony Local Development Corporation (the "LGC"), The Colony Economic Development Corporation (the "Tvn,_,e A Corporation"), and The Colony Community Development Corporation (the "T ype B Corpgration") are parties; WHEREAS, the LGC, the Type A Corporation, and the Type B Corporation are collectively referred to herein as the ' ^Grantees." and their mailing address is 6800 Main Street, The Colony, Texas 75056; WHEREAS, 121 Acquisition. Company, LLC, a Texas limited liability company ("Grantor"), whose mailing address is 700 S. 72 Street, Omaha, NE 68114, Attention: Ryan Blumkin, owns the approximately 433 acres described in The Colony Agreements and on Exhibit k attached hereto (the "Aggregate Pro»erty"); and WHEREAS, the property (including all fixtures and.improvements thereon and all rights appurtenant thereto) that is the subject of this Special Warranty Deed consists of approximately 82;09 acres out of the Aggregate Property, which 82.09 acres are described on Exhibit attached hereto (the "Pro a "). . NOW THEREFORE, Grantor, subject to the reservations, exceptions and limitations contained herein, and for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and further valuable consideration in the form of the execution and delivery by Grantees of that certain promissory note in the original -principal amount of $11,561,787.57 (the "Note") the principal balance of which is secured by the vendor's lien herein described, and is additionally secured by that certain deed of trust (the "Deed of Trust"), each by and between Grantor and Grantees and of even date herewith, the receipt and sufficiency of which consideration are hereby acknowledged, has GRANTED, SOLD, and CONVEYED, and by these presents does Special Warranty Deed — Page 1 1775.010129196.3 GRANT, SELL, and CONVEY (a) to the LGC an undivided 29.3% interest in the Property, (b) to the Type A Corporation an undivided 41.6% interest in the Property, and (c) to the Type B Corporation an undivided 29.1 % interest in the Property. Grantor excepts and reserves unto itself and its successors and assigns: (i) all interest in the water and all oil, gas and other minerals (and all executory and leasing rights relating thereto) that are in and under the Property and that may be produced from the Property that are not currently outstanding in other unrelated parties as of the date hereof; (ii) a reservation of the right of ingress and egress at all times for mining, drilling, exploring, operating, and developing the Property for oil, gas, and other minerals and for removing them from the Property and for the storing and transportation thereof; and (iii) all right, title and interest in, to and under the royalties and other benefits that are associated with any existing leases for oil and gas or oil, gas, and other minerals affecting the Property that are not currently outstanding in other parties as of the date hereof (the "Mineral Reservation"). Grantor waives the right of ingress and egress to the surface of the Property relating to the portion of the Mineral Estate owned by Grantor solely to the extent and for so long as the Property or applicable portion thereof is used solely for the construction, maintenance, repair, and replacement of public improvements (including streets and roads, water facilities, sanitary sewer facilities, drainage facilities, and franchise utilities) and not for any private improvements. Nothing herein, however, restricts or prohibits the pooling or unitization of the portion -of the Mineral Estate owned by Grantor with land other. than the Property; or the exploration or production of the oil, gas, and other minerals by means of wells that are drilled or mines that open on land other than the Property but enter or bottom under the Property, provided that these operations in no manner interfere with the surface or subsurface support of any improvements constructed or to be constructed on the Property. Use of the Property by Grantees: (i) is subject to the performance by Grantees of the covenants and conditions of The Colony Agreements applicable to the Property; (ii) is limited to the purposes contemplated by The Colony Agreements including, but not limited to, construction of the Facility and the transfer of the completed Facility to private ownership in accordance with The Colony Agreements; (iii) is subject to all restrictions and conditions found in The Colony Agreements that are applicable to the Property; (iv) for any storm water management purposes including, but not limited to, storm water detention and/or retention, is limited solely to storm water runoff resulting from development of the Aggregate Property; and (v) is otherwise subject to all valid and enforceable restrictions, covenants, conditions, easements, and licenses that affect or relate to the Property. The covenants, conditions, limitations, and restrictions set forth in this paragraph are hereby declared and imposed as covenants running with the land constituting the Property. Grantor binds itself and its successors and assigns to warrant and forever defend, all and singular, the above described interests in the Property being respectively conveyed to Grantees, subject to the limitations, exceptions, reservations and other matters contained herein and the exceptions to title set forth in Exhibit C attached hereto and fully incorporated herein by reference for all purposes (the "Permitted Exceptions"), to Grantees and Grantees' successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof, when the claim is by, through or under Grantor, but not otherwise, subject to the Permitted Exceptions. Special Warranty Deed — Page 2 I775.010\29196.3 It is expressly agreed that the vendor's lien, as well at superior title in and to the Property and all improvements attached thereto, is hereby reserved and retained by Grantor against the Property, until the entire unpaid principal amount of the Note and all interest thereon is paid in full according to the face, effect and tenure thereof. The vendor's lien, together with the superior title to said Property, is hereby retained for the benefit of Grantor and its successors or assigns. Grantees agree that in the event of any breach, violation, or failure to comply with the terms, conditions and restrictions hereof (including, but not limited to, the covenants, conditions, limitations, and restrictions of The Colony Agreements as described above), in addition to other remedies that may be available to Grantor at law or in equity, Grantor shall be entitled to immediate injunctive relief and mandamus, to specific performance, and, to the maximum extent permitted by law, to actual damages (but excluding special or consequential damages) and recovery of reasonable attorneys fees. Grantees agree and stipulate that the damages that will be suffered by Grantor as a result of any breach of the terms, conditions and restrictions hereof are difficult to calculate at this time. Grantees further agree and stipulate that a breach of the terms, conditions and restrictions hereof will. result in immediate and irreparable harm. Accordingly, Grantees agree and stipulate that in the event of a threatened breach of the terms, conditions and restrictions hereof, Grantor will be entitled, as a matter of law, to have a temporary restraining order, preliminary injunction, and a permanent injunction issued and entered immediately by any court with jurisdiction over such claims. GRANTEES ACKNOWLEDGE THAT the Property IS BEING SOLD "AS IS" and "WITH ALL FAULTS" and Grantees take possession of the Property "AS IS" and "WITH ALL FAULTS." Notwithstanding anything to the contrary contained or implied elsewhere herein, Grantees acknowledge that except for any express warranties and representations contained in this Special Warranty Deed or any instrument, document, or agreement delivered on even date herewith, Grantees are not relying on any written, oral, implied or other representations, statements, or warranties by Grantor or any agent of Grantor. Grantor shall have no liability to Grantees, and Grantees, by acceptance of this Special Warranty Deed, release Grantor from any liability concerning, or regarding: the nature and condition of the Property, including, but not limited to: the suitability of the Property for any activity or use; any improvements or substances located on the Property; or the compliance of the Property with any laws, rules, ordinances, or regulations of any government or other body. GRANTEES ACKNOWLEDGE THAT GRANTOR HAS MADE NO, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS, EXPRESS OR IMPLIED OR BY OPERATION OF LAW, WITH RESPECT TO ANY MATTER AFFECTING THE PROPERTY, INCLUDING BUT NOT LIMITED TO: THE CONDITION, SUITABILITY, HABITABILITY, MERCHANTABILITY OR FITNESS OF THE PROPERTY FOR PURCHASER'S PLANNED USE OF THE PROPERTY; THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER OR UTILITIES (PUBLIC OR PRIVATE); OR THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE IN, ON, OR, ABOUT THE PROPERTY. GRANTEES ACKNOWLEDGE THAT THE PROPERTY IS BEING SOLD "AS IS" AND "WITH ALL FAULTS" UNLESS SPECIFICALLY STATED TO THE CONTRARY IN THIS SPECIAL WARRANTY DEED. BY GRANTEES' ACCEPTANCE OF THIS SPECIAL WARRANTY DEED, GRANTOR SHALL BE DEEMED TO BE AUTOMATICALLY Special Warranty Deed (82.09 acres) — Page 3 1775.010\29196.3 RELEASED BY GRANTEES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS OF AND FROM ALL LIABILITIES, OBLIGATIONS, AND CLAIMS, KNOWN OR UNKNOWN, THAT GRANTEES MAY HAVE AGAINST GRANTOR OR THAT MAY ARISE IN THE FUTURE BASED IN WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN THE PROPERTY. BY GRANTEES' ACCEPTANCE OF THE SPECIAL WARRANTY DEED, GRANTEES SHALL HAVE, AND SHALL BE DEEMED TO HAVE ASSUMED, ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONTAMINATION ON OR WITHIN THE PROPERTY (WHETHER EXISTING PRIOR TO, AT, OR SUBSEQUENT TO THE TIME OF THE CLOSING). EXECUTED day of Septestlber, 2012. GRAN'T'OR: I I A 1 1 1 II 1 I �-! i r / # - 1 THE STATE OF § COUNTY OF § This instrument was acknowledged before me on this 2^y of September, 2012, by Jeff Lind, President of 121 Acquisitions Company, LLC, a Texas limited liability company, and acknowledged to ane that he executed the same for purposes and consideration therein expressed on behalf of said company., Special Warranty need (82.09 acres) — Page 4 1775.010129196.3 I AGREED TO AND ACCEPTED BY: The Colony Local Development Corporation, a Texas non-profit corporation Joe McCourry President THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on this 26th day of September, 2012, by Joe McCourry, President of The Colony Local Development Corporation, a Texas non-profit corporation, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed on behalf of said non-profit corporation. Notary Public in and for the State of Texas Special Warranty Deed (82.09 acres) — Page 5 1775.010\29196.3 AGREED TO AND ACCEPTED: TheColony Economic Development C2MO ration, a Texas non-profit corporation Tom Tvardzik, President THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on this 26th day of September, 2012, by Tom Tvardzik, President of The Colony Economic Development Corporation, a Texas non-profit corporation, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed on behalf of said non-profit corporation. Notary Public in and for the State of Texas Special Warranty Deed (82.09 acres) — Page 6 1775.010129196.3 AGREED TO AND ACCEPTED BY: .The Colony Community Development Corporation, a Texas non-profit corporation TeRon Lawrence, President THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on this 26th day of September, 2012, by TeRon Lawrence, President of The Colony Community Development Corporation, a Texas non- profit corporation, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed on behalf of said non-profit corporation. Notary Public in and for the State of Texas Special Warranty Deed (82.09 acres) — Page 7 1775.01029196.3 AFTER RECORDING RETURN TO: Shupe Ventura Lindelow & Olson, PLLC Attn: Misty Ventura 9406 Biscayne Blvd. Dallas, TX 75218 Exhibits: Exhibit A — Aggregate Property (433.81 Acres) Exhibit B — Property (82.09 Acres) Exhibit C — Permitted Exceptions Special Warranty Deed (82.09 acres) — Page 8 1775.0101291963 EXHIBIT "A" TRACT 1: PARCEL A: BEING a 5.02 acre tract of land situated in the B.B.B. & C.R. Survey, Abstract No.173,'City of The Colony, Denton County,.Texas, and being part of a tract of land described as Tract II as conveyed by deed to Maharishi Global Development Fund, as recorded in Volume 4555, Page 281, Official Public Records, Denton County, Texas. Said 5.02 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a found 5/8 inch iron rod with KHA cap for corner, being the intersection of the south right-of-way line of State Highway 121 (a variable width R.O.W.) and the southwest right-of-way line of Plano Parkway (a 100 foot R.O.W.), and being the beginning of a non -tangent curve to the left having a radius of 1050.00 feet,. a central angle of 50 3413 and a long chord which bears South 64 23 31 East, 896.96 feet; THENCE southeasterly, along said southwest right-of-way line of Plano Parkway and said non -tangent curve to the left, an arc distance of 926.75 feet to a point for corner, being in the north line of a tract of land conveyed by deed to C$irittle, Ltd., as recorded in Instrument No. 99-60007181, Official Public Records, Denton County, Texas; THENCE'South 89 58-40 West, leaving said southwest Hght-of-way line and following along said north line of CB/Tittle tract, ata distance of 1009.25 feet passing the northeast corner of a tract of land described as Tract F3, as conveyed by.deed to Castle Hills Property Company, as recorded in Instrument No. 2006-153339, Official Public Records, Denton County, Texas, and continuing with the north line of. said Castle Hills Property Company tract, for a total distance of 1210.45 feet to a point -for comer, THENCE North 00 25 18 West, with the northernmost east line of said Castle Hills Property Company tract, at a distance of 97.47 feet passing the northernmost corner, and continuing with said south right- of-way fine of State Highway 121, for a total distance of 226.47 feet -to a point for corner; THENCE continuing with said south right-of-way. line of State Highway 121 as follows: North 63 32 06 East, for a distance of 130.52 feet to a point for corner, North 60 2233 East, for a distance of 80.86 feet to a point for corner; South 2913 03 East, for a distance of 50.00 feet to a point for corner; North 60 47 38 East, for a distance of 219.64 feet to the POINT OF BEGINNING and CONTAINING 218,740 square feet or 5.02 acres of land, more or less. PARCEL B: Easement rights for the benefit of Tract 1 Parcel A described above as created in Reciprocal Access Easement Agreement dated 11/30/2011, filed 12/01/2011, under Clerk's File No. 2011-114776, Real Property Records of Denton County, Texas, over land described as Lot 3, Block B of the Austin Ranch West Addition according to the plat recorded at Cabinet U, Page 230, Document Number 2003- R01377281 of the plat records of Denton County, Texas. TRACT 2: BEING a 377.68 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344, the B.B.B. & C.R. Survey, Abstract No. 173, the. B.B.B. & C.R. Survey, Abstract No. 174 and the M.D.T. Hallmark Survey, Abstract No. 570, City of The Colony, Denton County, Texas, being part of a tract of land described as Tract 1 as conveyed by deed to Maharishi Global Development Fund, as recorded in Volume 4555, Page 281, Official Public Records, Denton County, Texas, being part of a called 122.8106 acre tract of land conveyed by Correction Deeds to Crow -Billingsley UMF Plano, Ltd., as recorded in Instrument No. -2004-44212, 2004-442.13,-2004-44214 and 2004-44218, Official Public Records, Denton County, Texas, and being a part of McKamy Road (an unrecorded right-of-way) SAVE AND EXCEPT*those certain tracts of land conveyed in deeds recorded in Volume 5366, Page 977, Instrument No. 2006-49955, 2006- 49957 and 2006-75193, Official Public Records, Denton County, Texas. Said remaining 377.68 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a found TxDot brass cap in concrete for the northeast comer of said 377.68 acre tract, being the intersection of the south right-of-way line of'Sam Rayburn Tollway (State Highway 121) (a variable width R.O.W.) and the west right-of-way line of Burlington Northern Railroad (a 100 foot R.O.W: at this point); THENCE continuing with said west right-of-way line of Burlington Northern Railroad as follows: THENCE South 06059'58" East, for a distance of 832.17 feet to a point for comer, being the beginning of a tangent curve to the right having a radius of 3703.75 feet, a central angle of 13"04'33" and a long chord which bears South 00'27'42" East, 843.42 feet; THENCE southeasterly, along said curve to the right, an arc distance of 845.26 feet to a point for corner, THENCE South 06°04'35" West, for a distance of 2524.64 feet to a point for comer; THENCE North 83017'00" West, for a distance of 190.16 feet to a point for comer; THENCE South 00°51'51" East, for a distance of 970.10 feet to a.point for corner; THENCE South 89003'50" West, for a distance, of 31.58 feet to a point for corner; THENCE South 01014'37" East, for a distance of 448.38 feet to a point for corner, being the northeast corner of a tract of land conveyed by deed to frankford Road Investors No. 1, as recorded in Instrument No. 2006-49957, Official Public Records, Denton County, Texas; THENCE'North 87°06'22" West, leaving said west right-of-way line and following along the north line of said Frankford Road Investors No. 1, for a distance of 1240.48 feet to a point for corner, being in the northerly right-of-way line of Plano Parkway (a 100 foot R.O.W.), and. being the beginning of a non -tangent curve to the left having a radius of 1130.00 feet, a central angle of 1034'16'58" and a long chord which bears North 38"43'34" West, 1772.16 feet; THENCE continuing with said northerly right-of-way line of Plano Road as follows: THENCE northwesterly, along said non -tangent curve to the left, an arc distance of 2036.97 feet to a point for corner, THENCE South 89°38'05" West, for a distance of 647.23 feet to a point for corner, being the beginning of a non -tangent curve to the right having a radius of 950.00 feet, a central angle of 40005'36" and a long chord which bears North 70019'29" West, 651.29 feet; - THENCE northwesterly, along said non -tangent curve to the right, an arc distance of 664.77 feet to a point for comer, being the.beginning of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 40°14'10" and a bong chord which bears North 70'21'30" West,.722.31 feet; THENCE. northwesterly, along said reverse curve to the left, an arc distance of 737.37 feet to a point for comer; THENCE South 89"31'25" West, for a distance of 623.83 feet to a point for corner, being the beginning of a tangent curve to the right having a radius of 950.00 feet, a central angle of 52°49'04" and a long chord which bears North 64°04'03" West, 845.07 feet; THENCE northwesterly, along said curve to the right, an arc distance of 875.75, feet to a point for corner, being the most southerly point of a corner -clip with said south right-of-way line of Sam Rayburn Tollway (State Highway 121); THENCE North 08046'31" East, along said corner -clip, for a distance of 26.03 feet to a point for corner, being in said south right-of-way line of Sam Rayburn Tollway (State Highway 121); THENCE continuing with said south right-of-way line of Sam Rayburn Tollway (State Highway 121) as follows: THENCE North 60"47'38" East, for a distance of 203.71 feet to a point for corner, THENCE North 58"17'36" East, for a. distance of 252.11 feet to a point for comer; THENCE North 55'47'40" East, for a distance of -105.11 feet to a point for corner, THENCE North 58°17'42" East, for a distance of 248.62 feet to a point for comer, THENCE North 60"47'38" East, for a distance of 263.85 feet to a point for comer; THENCE North 76"30'51" East, for a distance of 92.27 feet to a point for corner; THENCE North 65"56'12" East, for a distance of 100.40 feet to a point for comer; THENCE North 64"13'39" East, for a distance of 100.18 feet to a point for comer; THENCE North 60"16'36" East, for a distance of 39.88 feet to a point for comer; THENCE South 74012'01" East,.for a distance of 70.70 feet to a point for corner; THENCE North 60"47'38" East, for a distance of 64.12 feet to a point for corner, THENCE North 15047'17" East, for a distance of 73.27 feet to a point for comer; THENCE North 59°04'32" East, for a distance of 94.25 feet to a point for corner; THENCE North 55"39'04" East, for a distance of 100.40 feet to a point for corner; THENCE North 47"37'54" East, fora distance of 114.18 feet to a point for comer; THENCE North 60"47'38" East, for a distance of 3800.00 feet to a point for corner, THENCE North 65°20'10" East, for a distance of 189.41 feet to a point for corner, THENCE North 61"56'23" East, for a distance of 100.02 feet to a point for comer; THENCE North 63`39'23" East, for a distance of 100.12 feet to a. point for corner, THENCE North 64'47'53" East, for a distance of 100.24 feet to a point for corner, THENCE North 66"30'16" East, for a distance of 201.00 feet to a point for corner, THENCE North 65056'12" East, for a distance of 100.40 feet to a point for corner, THENCE North 66030'16" East, for a distance of 100.50 feet to a point for corner; THENCE North 63"05'04" East, for a distance of 100.08 feet to a point for comer; THENCE North 64"13'39" East, for a distance of 100.18 feet to a point for comer; THENCE North 83'05'27" East, for a. distance of 69.58 feet to a point for corner; THENCE North 60"39'18" East, for a distance of 33.81 feet to the POINT OF BEGINNING and CONTAINING 16,451,919 square feet or 377.68 acres of land, more or less. SAVE AND EXCEPT: Being a 82.09 acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 174, and the Thomas A.- West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land conveyed by'deed to 121 Acquisition Company, LLC., as recorded in Instrument No. 2011-114773, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83'56'15" East, leaving said south right-of-way line, a distance of 2380.35 feet to a point for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Plano Parkway (having a 100 foot R.O.W.); THENCE North 00"00'00" West, leaving said existing east right-of-way line, a distance of 560.75 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 78.50 feet, a central angle of 65"00'00", and a long chord which bears North 32"30'00" West, 84.36 feet; THENCE along said tangent curve to the left, an arc distance of 89.06 feet to a point for corner, THENCE North 65°00'00" West, a distance of 259.91 feet to a point for corner, for the beginning -of a tangent curve to the right having a radius of 100.00 feet, a central angle of 35'00'00", and a long. chord which bears North 47°30'00" West,. 60.14 feet; THENCE along said tangent curve to the right, an arc distance of 61.09 feet to a point for corner; THENCE North 30°00'00" West, a distance of 390.00 feet to a point for corner; THENCE North 60°47'38" East, a distance of 20.99 feet to a point for corner, for the beginning of a tangent curve to the left having a radius -of 740.00 feet, a central angle of 2'02'01", and a long chord which bears North 59"46'37" East, 26.26 feet; THENCE along said tangent curve to the left, an arc distance of 26:27 feet to a point for comer, THENCE South 30"00'00" East, 'a distance of 121.86 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 89.75 feet, a central angle of 35°00'00", and a long chord which bears South 47030'00" East, 53.98 feet; THENCE along said tangent curve to the left, an arc distance of 54.83 feet to a point for comer; THENCE South 65'00'00" East, a distance of 254.03 feet to a point for comer, THENCE North. 90°00'00" East, a distance of 2558 feet to a point for comer; THENCE South 63°40'44" East, a distance of 478.61 feet to a point for corner, said point being in the face of garage; THENCE North 90°00'00" East, along said face of garage, a distance of 113.01 feet to a point for corner, said point. being the face of building; THENCE North 00°00'00" East, along said face of building, a distance of 398.00 feet, and continuing a total distance of 427.50 feet to a point for corner; THENCE North 90°00'00" East, a distance of 283.92 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a' long chord which bears North 76°26'51" East, 55.54 feet; THENCE along said tangent curve to the left., an arc distance of 56.06 feet to a point for comer, for the beginning of a reverse curve to the right having a radius of 81.50 feet, a central angle of 54°12'34", and a long chord which bears South 90"00'00" East, 74.27 feet; THENCE along said reverse curve to the right an arc distance of 77.11 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 118.50 feet, a central angle of 27006'17", and a long chord which bears South 76026'51" East,. 55.54 feet; THENCE along said reverse curve to the left an arc distance of 56.06 feet to a point for corner; THENCE North 90"00'00" East, a distance of 224.01 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 74.50 feet, a central angle of 60'00'00", and a long chord which bears North 60000'00" East, 74.50 feet; THENCE along said tangent curve to the left, an arc distance of 78.02 feet to a point for corner; THENCE South 60"00'00" East, a distance of 66.45 feet to a point -for corner; THENCE South 22025'10" East, a distance of 211.39 feet to a point for comer; THENCE South 00°00'00" West, a distance of 95.61 feet to a point for corner; THENCE North 90"00'00" East, a distance of 1499.37 feet to a point for comer; THENCE South 45°37'45" East, a distance of 369.46 feet to a point for corner, for the beginning of a non - tangent curve to the left, having a radius of 840.00 feet and a central angle of 39"19'11", and a long chord which bears South. 24042'40" West,'565.21 feet; THENCE along said non -tangent curve to the left an arc distance of 576.46 feet to a point for corner, for the beginning of a reverse curve to the right having a radius of 760.00 feet, a central angle of 35"53'29", and a long chord which bears South 22059'48" West, 468.33 feet, THENCE along said reverse curve to the right an arc distance of 476.08 feet to a point for corner, THENCE North 50600'00" West, a distance of 72.29 feet to a point for comer, for the beginning of a tangent curve to the left having a radius of 87.50 feet, a central angle of 40"00'00", and a long chord which bears North 70000'00" West, 59.85 feet; THENCE along said tangent curve to the left, an arc distance of 61.09 feet to a point for corner; THENCE North 90°00'00" West, a distance of 441.04 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 19.50 feet, a central angle of 90"00'00", and a long chord which bears South 45°00'00" West, 27.58 feet; THENCE along said tangent curve to the left,.an arc distance of 30.63 feet to a point for corner; THENCE South 00"00'00" West, a distance of 41.01 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 225.73 feet and a central angle of 30°04'42" and a long chord which bears South 15059'58" West, 117.14 feet; THENCE along said tangent curve to the right an arc distance of 118.50 feet to a point for corner; THENCE South 31"02'19" West, a distance of 21.72 feet to a point for corner, for the beginning of a non - tangent curve to the left having a radius of 1130.00 feet and a central angle of 33°00'40", and a long chord which bears North 73'51'43" West, 642.08 feet, said point being in the existing east right-of-way line of said Plano Parkway; THENCE along said existing east right-of-way line, and along said non -tangent curve to the left an arc distance of 651.05 feet to a point for corner; THENCE South 89"38'05" West, continuing along said existing east right-of-way line, a distance of 647.23 feet to a point for corner, for the beginning of a non -tangent curve to -the right having'a radius of 950.00 feet and a central angle of 40"05'36" and a long chord which bears North 70"19'29" West, 651.29 feet; THENCE continuing along said existing east right-of-way line, and along said non -tangent curve to the right an arc distance of 664.77 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 10°49'02", and a long chord which bears North 55"41'04" West, 197:94 feet; THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an arc distance of 198.23 feet to the POINT OF BEGINNING and CONTAINING 3,575,716 square feet, 82.09 acres of land, more or less. SAVE AND EXCEPT: Being a 183 square foot acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344,_ Denton County, Texas, and being a portion of a tract of land conveyed by deed to the City of The Colony, as, recorded in' Instrument No. 2006-75193, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest comer of a tract of conveyed to 121 Acquisition Company, LLC, (Tract 2) as recorded in Instrument No. 2011-114773, Deed Records, Denton County, Texas, and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 84" 11'28" East, leaving said south right-of-way line, a distance of 2352.97 feet to a point for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Piano Parkway (having a 100 foot R.O.W.); THENCE North 89038'00" East, leaving said existing east right -of -way -line, a distance of 26.15 feet to a point for comer THENCE South 00"00'00" West, a distance of 14.16 feet to a point for corner, for the beginning of a non - tangent curve to the left having a radius of 1050.00 feet and a central angle of 1°37'06", and a long chord which bears North 61"50'22" West, 29.66 feet, said point being in the existing east right-of-way line of said Piano Parkway; THENCE along said existing east right-of-way line, and along said non -tangent curve to the left an arc distance of 29.66 feet to the POINT OF BEGINNING and CONTAINING 183 square feet, 0.004 acres of land, more or less. SAVE AND EXCEPT Being a 0.391 acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 174, and the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and and being a portion of a strip of land known as McKamy Trail, an abandoned road and a unrecorded right-of-way and being more particularly described as follows:. COMMENCING at a found Txdot monument, said point being the northwest corner of a tract of land conveyed to 121 Acquisition Company, LLC (Tract 2) as recorded in Instrument No. 2011-114773, Deed Records, Denton County, Texas, and also being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 88°04'20" East, leaving said south right-of-way line, a distance of 6,112.63 feet to. a point, said point being in the south line of said McKamy Trail and also being the northeast corner of a 71.98 acre tract of land recorded in Instrument No. 2004-44212, Deed Records, Denton County, Texas, said point also being the POINT OF BEGINNING; THENCE South 89°38'00" West, along the north line of said 71.98 acre tract, a distance of 894.32 feet to a point for corner, said point also being the point of curvature of a non -tangent curve to the left, having a delta of 00"50'02", a radius of 760.00 feet and a chord bearing and distance of North 06"04'58" East, 11.06 feet; THENCE along said curve and leaving said north line; an arc distance of 11.06 feet to the end of said curve and a point for corner, THENCE North 89"47'50" East, a distance.of 903.53 feet to a point for corner; THENCE South 00°52'01" East, a distance of 1370.15 feet to a point for corner; THENCE South 89°03'50" West, a distance of 1.58 feet to a point for corner; THENCE North 01`14,37" West, a distance of 1361.87 feet to the POINT OF BEGINNING and CONTAINING 17,016 square feet, 0.391 acres of land, more or less. SAVE AND EXCEPT: Being a 866 square foot acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 174, Denton County, Texas, and being a portion of a strip of land known as McKamy Trail, an abandoned road and a unrecorded right-of-way and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of a tract of land conveyed to 121 Acquisition Company, LLC (Tract 2) as recorded in Instrument No. 2011-114773, Deed Records, Denton County, Texas, and also being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 84°33'49" East, leaving said south right-of-way line, a distance of 2312.53 feet to a point for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Piano Parkway .(having a 100 foot R.O.W.); THENCE North 89"47'50" East, leaving said existing east right-of-way line, a distance of 64.91 feet to a point for. corner; THENCE South 00"00'00" West, a distance of 19.11 feet to a point for corner; THENCE South 89038'00" West, a distance of 26.15 feet to a point for corner, for the beginning of a non - tangent curve to the left having a radius of 1050.00 feet and a central angle of 2"21'25" and along chord which bears North 63"49'38" West, 43.19 feet, said point being in the existing east right-of-way line of said Piano Parkway; THENCE along said existing east right-of-way line, and along said non -tangent curve to the left an arc distance of 43:20 feet to the POINT OF BEGINNING and CONTAINING 866 square feet, 0.019 acres of land, more or less. TRACT 3: BEING a 51.11 acre tract of land situated in the R.P: Hardin Survey, Abstract No. 611 and the B.B.B. & C.R. Survey, Abstract No. 174, City of The Colony, Denton County, Texas, and being all of a called 27.073 acre tract of land conveyed by deed to Sealy Spring Creek Partners, LP., as recorded in Instrument No. 2007-83136 and all of a called 23.990 acre tract of land conveyed by deed to Whiteford Limited - Partners, as recorded in Instrument No. 2004-132215 Official Public Records, Denton County, Texas. Said 51.11 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a found TxDot brass cap in concrete for the northeast corner of said Sealy Spring Creek Partners tract, being the intersection of the south right-of-way line of Sam Rayburn Tollway (State Highway 121) (a variable width R.O.W.) and the west right-of-way line of West Spring Creek Parkway (a 160 foot RA.W.); THENCE South 29"2443" East, along said west right-of-way line of West Spring Creek Parkway, for a distance of 265.52 feet to a point for corner, being the beginning of a non -tangent ,curve to the right having a radius of 970.00 feet, a central angle of 29"13'42" and a long chord- which bears South 14"53'13" East; 489.48 feet; THENCE southeasterly, along said west right-of-way line and said non -tangent curve to the right, an arc distance of 494.83 feet to a point for corner; THENCE South 00°22'42" East, continuing along said west right-of-way line, for a distance of 476.17 feet to a point for corner, being the northeast corner of said Whiteford Limited Partners tract; THENCE South 00"2335" East, continuing along said west right-of-way line, for a distance of 864.92 feet to a point for corner, being the northeast corner of Lot 1, Block A, Kings Ridge Addition, Phase Three, an addition to the City of Plano, as recorded in Cabinet X, Page 450, Plat Records, Denton County, Texas; THENCE South 89"40'20" West, leaving said west right-of-way line, and following along the south line of said Whiteford Limited Partners tract and the north line of said Block A, Kings Ridge Addition, Phase Three, being a common line, for a distance of 1199.93 feet to a point for comer, being the northwest corner of Lot 23 of said Block A, Kings Ridge Addition, Phase Three, being in the east right-of-way line of Burlington Northern Railroad (a 100 foot R.O.W. at this point), and being the beginning of a non -tangent curve to the left having a radius of 3487.75 feet, a central angle of 8°31'36" and a long chord which bears North 01"45'21" West, 518.57 feet; THENCE northwesterly, leaving said common line, and following along said east right-of-way line of Burlington Northern Railroad and said non -tangent curve to the left, an arc distance of 519.05 feet to a point for corner; THENCE North 06"43'29" West, continuing along -said east right-of-way line, for a distance of 345.89 feet to a point for corner, being the northwest comer of said Whiteford Limited Partners tract, THENCE North 07903'01" West, continuing along said east right-of-way line; for a distance of 628.03 feet to a point for corner, being in said south right-of-way line of Sam Rayburn Tollway; THENCE North 60045'58" East, leaving said east right-of-way line and following along said south right-of- way line of Sam Rayburn Tollway, for a distance of 254.35 feet to a. point for comer; THENCE North 63"19'02" East, continuing along said south right-of-way line, for a distance of 585.96 feet to .a point for corner; THENCE North 60"52'09" East, continuing along said south right-of-way line, for a distance of 369.37 feet to the POINT OF BEGINNING and CONTAINING 2,226,193 square feet or 51.11 acres of land, more or less. EXHIBIT "A" TRACT 4: Being a 82.09 acre tract of land situated in'the B.B.B. & C.R.R. Survey, Abstract No. 174, and the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land conveyed by deed to 121 Acquisition Company, LLC., as recorded in Instrument No. 2011-114773, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest comer of said 121 Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83'56'15" East, leaving said south right-of-way line, a distance of 2380.35 feet to a point for the POINT �OF BEGINNING., said point being in the existing east right-of-way line of Plano Parkway (having a 100 foot R.O.W.); THENCE North 00°00'00" West, leaving said existing east right-of-way line, a distance of 560.75 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 78.50 feet, a central angle of 65°00'00", and a long chord which bears North 32°30'00" West, 84:36 feet; THENCE along said tangent curve to the left, an arc distance of 89.06 feet to a point for corner, THENCE North 65"00'00" West, a distance of 259.91 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 100.00 feet, a central angle of 35000'00", and a long chord which bears North 47030'00" West, 60.14 feet; THENCE along said tangent curve to the right, an arc distance of 61.09 feet to a point for corner, THENCE North 30"00'00" West, a distance of 390.00 feet to a point for corner; THENCE North 60"47'38" East, a distance of 20.99 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 740.00 feet, a central angle of 2"02'01", and a long chord which bears North 59"46'37" East, 26.26 feet; THENCE along said tangent curve to the left, an arc distance of 26.27 feet to a point for corner; THENCE South 30"00'00" East, a distance of 121.86 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 89.75 feet, a central angle of 35°00'00", and a long chord which bears South 47030'00" East, 53.98 feet; THENCE along said tangent curve to the left, an arc distance of 54.83 feet to a point for corner; THENCE South 65"00'00" East, a distance of 254.03 feet to a point for corner; THENCE North 90°00'00" East, a distance of 25.58 feet to a point for corner; THENCE South 63°40'44" East, a distance of 478.61 feet to a point for comer, said point being in -the face of garage; : THENCE North 90"00'00" East, along said face of garage, a distance of 113.01 feet to a point for corner, said point being the face of building; THENCE North 00000'00" East, along said face of building, a distance of 398.00 feet, and continuing a total distance of 427.50 feet to a point for corner; THENCE North 90°00'00" East, a distance of 283.92 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a long chord which bears North 76°26'51" East, 55.54 feet; THENCE along said tangent curve to the left, an arc distance of 56.06 feet to a point for corner, for the beginning of a reverse curve to the right having a radius of 81.50 feet, a central angle of 54'12'34", and a long chord which bears South 90°00'00" East, 74.27 feet; THENCE along said reverse curve to the right an arc distance of 77.11 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 118.50 feet, a central angle of 27006'17", and a long chord which bears South 76"26'51" East, 55.54 feet; THENCE along said reverse curve to the left an arc distance of 56.06 feet to a point for corner; THENCE North 90000'00" East, a distance of 224.01 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 74.50 feet, a central angle of 60"00'00", and a long chord which bears North 60"00'00" East, 74.50 feet; THENCE along said tangent curve to the left, an arc distance of 78.02 feet to a point for corner; THENCE South 60"00'00" East, a distance of 66.45 feet to a point for corner; THENCE South 22025'10" East, a distance of 211.39 feet to a point for corner; THENCE South 00'00'00" West, a distance of 95.61 feet to a point for corner, THENCE North 90"00'00" East, a distance of 1499.37 feet to a point for corner; THENCE South 45"37'45" East, a distance of 369.46 feet to a point for corner, for the beginning of a non - tangent curve to the left, having a radius of 840.00 feet and a central angle of 39"19'11", and a long chord which bears South 24"42'40" West, 565.21 feet; THENCE along said non -tangent curve to the left an arc distance of 576.46 feet to a point for corner, for the beginning -of a reverse curve to the right having a radius of 760.00 feet, a central angle of 35°53'29", and a long chord which bears South 22°59'48" West, 468.33 feet; THENCE along said reverse curve to the right an arc distance of 476.08 feet to a point for corner; THENCE North 50°00'.00" West, a distance of 72.29 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 87.50 feet, a central angle of 40°00'00", and a long chord which bears North 70900'00" West, 59.85 feet; THENCE along said tangent curve to the left, an arc distance of 61.09 feet to a point for corner; THENCE North 90'00'00" West, a distance of 441.04 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 19.50 feet, a central angle of 90"00'00", and a long chord which bears South 45°00'00" West, 27.58 feet; THENCE along said tangent curve to the left, an arc distance of 30.63 feet to a point for corner; THENCE South 00"00'00" West, a distance of 41.01 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 225.73 feet and a central angle of 30"04'42" and a long chord which bears South 15'59'58" West, 117.14 feet; THENCE along said tangent curve to the right an arc distance of 118.50 feet to a point for corner; THENCE South 31'02'19" West, a distance of 21.72 feet to a point for corner, for the beginning of a non - tangent curve to the left having a radius of 1130.00 feet and a central angle of 33°00'40", and a long chord which bears North 73"51'43" West, 642.08 feet, said point being in the existing east right-of-way line of said Plano Parkway; THENCE along said existing east right-of-way line, and along said non -tangent curve to the left an arc distance of 651.05 feet to a point for corner, THENCE South 8938'05" West, continuing. along said existing east right-of-way line, a distance of 647.23 feet to a point for comer, for the beginning of a non -tangent curve to the right having a radius of 950.00 feet and a central angle of 40"05'36" and a long chord which bears North 70"19'29" West, 651.29 feet; THENCE continuing along said existing east right -of -way -line, and along said non -tangent curve to the right an arc distance of 664.77 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 10°49'02", and a long chord which bears North 55041'04" West, 197.94 feet; THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an arc distance of 198.23 feet to the POINT OF BEGINNING and CONTAINING 3,575,716 square feet, 82.09 acres of land, more or less. Save & Except the following two tracts of land: Tract 1: Being a 1.496 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion'of a tract of land conveyed by deed to the City of The Colony, as recorded in Instrument No. 2006-75193, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract (Tract 2) and being in the south right -of --way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83055'H" East, leaving said south right-of-way line, a distance of 2380.43 feet to a point for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Piano Parkway (having a 100 foot R.O.W.); THENCE North 00000'00" East, leaving said existing east right-of-way line, a distance of 14.16 feet to a point for corner; THENCE North 89°38'00" East, a distance of 417.56 feet to a point for corner; THENCE South 00022'00" East, a distance of 280.47 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 950.00 feet and a central angle of 18'03'20", and a long chord which bears North 59°18'21" West, 298.13 feet; said point being in the existing east right-of-way line of said Piano Parkway; THENCE along said existing east right-of-way line, and along said non -tangent .curve to the right an arc distance of 299.37 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 10"47'24", and a long chord which bears North 55"38'07" West, 197.44 feet; THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an arc distance of 197.74 feet to the POINT OF BEGINNING and CONTAINING 65,141 square feet, 1.496 acres of land, more or less. Tract 2 Being a 0.980 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a strip of land known as McKamy Trail, an abandoned road and unrecorded right-of-way and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract (Tract 2)and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83055'H" East, leaving said south right-of-way line, a distance of 2380.43 feet to a point, said point being in the existing east right -0f --way line of Piano Parkway (having a 100 foot R.O.W.); THENCE North 00000'00" East, leaving said existing east right-of-way line, a distance of 14.16 feet to a point for the POINT OF BEGINNING, THENCE North 00"00'00" East, a distance of 19.11_ feet to a point for corner; THENCE North 89'47'50" East, a distance of 2838.62 feet to a point for corner, for the beginning of a non -tangent curve to the right having a radius of 760.00 feet and a central angle of 0050'02", and a long chord which bears South 069'04'58" West, 11.06 feet; THENCE along said non -tangent curve to the right an arc distance of 11.06 feet to a point for corner, THENCE South 89°38,00" West, a distance of 2837.49 feet to the POINT OF BEGINNING and CONTAINING 42,722 square feet, 0.980 acres of land, more or less. EXHIBIT B Being a 82.09 acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 174, and the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land conveyed by deed to 121 Acquisition Company, LLC., as recorded in Instrument No. 2011-114773, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83056'15" East, leaving said south right-of-way line, a distance of 2380.35 feet to a point for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Plano Parkway (having a 100 foot R.O.W.); THENCE North 00°00'00" West, leaving said'existing east right -0f --way line, a distance of 560.75 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 78.50 feet, a central angle of 65°00'00", and a long chord which bears North 32930'00" West, 84.36 feet; THENCE along said tangent curve to the left, an arc distance of 89.06 feet to a point for corner; THENCE North 6.5"00'00" West, a distance of 259.91 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 100.00 feet, a central angle of 35"00'00", and a long chord which bears North 47'30'00" West, 60.14 feet; THENCE along said tangent curve to the right, an arc distance of 61.09 feet to a point for corner; THENCE North 30°00'00" West, a distance of 390.00 feet to a point for corner; THENCE North 60°47'38". East, a distance of 20.99 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 740.00 feet, a central angle of 2"02'01", and a long chord which bears North 59°46'37" East, 26.26 feet; THENCE along said tangent curve to the left, an arc distance of 26.27 feet to a point for corner; THENCE South 30000'00" East, a distance of 121.86 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 89.75 feet, a central angle of 35"00'00", and a long chord which bears South 47030'00" East, 53.98 feet; THENCE along said tangent curve to the left, an arc distance of 54.83 feet to a point for corner; THENCE South 65'00'00" East, a distance of 254.03 feet to a point for corner; THENCE North 90'00'00" East, a distance of 25.58 feet to a point for corner; THENCE South 63'40'44" East, a distance of 478.61 feet to a point for corner, said point being in the face of garage; THENCE North 90000'00" East, along said face of garage, a distance of 113.01 feet to a point for corner, said point being the face of building; THENCE North 00°00'00" East, along said face of building, a distance of 398.00 feet, and continuing a total distance of 427.50 feet to a point for corner; THENCE North 90"00'00" East, a distance of 283.92 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 118.50 feet, a central angle of 27°06'17", and a long chord which bears North 76"26'51" East, 55.54 feet, THENCE along said tangent curve to the left, an arc distance of 56.06 feet to a point for corner, for the beginning of a reverse curve to the right having a radius of 81.50 feet, a central angle of 54°12'34", and a long chord which bears South 90000'00" East, 74.27 feet; THENCE along said reverse curve to the right an arc distance of 77.11 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 118.50 feet, a central angle of 27`06'17", and a long chord which bears South 76"26'51" East, 55.54 feet; THENCE along said reverse curve to the left an arc distance of 56.06 feet to a point for corner; THENCE North 90°00'00" East, a distance of 224.01 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 74.50 feet, a central angle of 60°00'00", and a long chord which bears North 60"00'00" East, 74.50 feet; THENCE along said tangent curve to the left, an arc distance of 78.02 feet to a point for corner; THENCE South 60°00'00" East, a distance of 66.45 feet to a point for corner; THENCE South 22"25'10" East, a distance of 211.39 feet to a point for corner; THENCE South 00°00'00" West, a distance of 95.61 feet to a point for corner; THENCE North 90000'00" East, a distance of 1499.37 feet to a point for corner; THENCE South 45°37'45" East, a distance of $69.46 feet to a point for corner, for the beginning of a non - tangent curve to the left, having a radius of 840.00 feet and a central angle of 39°19'11", and a long chord which bears South 24"42'40" West, 565.21 feet; THENCE along said non -tangent curve to the left an arc distance of 576.46 feet to a point for corner, for the beginning of a reverse curve to the right having a radius of 760.00 feet, a central angle of 35953'29", and a long chord which bears South 22°59'48" West, 468.33 feet; THENCE along said reverse curve to the right an arc distance of 476.08 feet to a point for corner; THENCE North 50"00'00" West, a distance of 72.29 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 87.50 feet, a central angle of 40"00'00", and a long chord which bears North 70°00'00" West, 59.85 feet; THENCE along said tangent curve to the left, an arc distance of 61.09 feet to a point for corner; THENCE North 90'00'00" West, a distance of 441.04 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 19.50 feet, a central angle of 90°00'00", and a long chord which .bears South 45"00'00" West, 27.58 feet; THENCE along said tangent curve to the left, an arc distance of 30.63 feet to a point for corner; THENCE South 00"00'00" West, a distance of 41.01 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 225.73 feet and a central angle of 30`04'42" and a long chord which bears South 15°59'58" West, 117.14 feet; THENCE along said tangent curve to the right an arc distance of 118.50 feet to a point for comer; THENCE South 31`02'19" West, a distance of 21.72 feet to a point for corner, for the beginning of a non - tangent curve to the left having a radius of 1130.00 feet and a central angle of 33°00'40", and a long Chord which bears North 73"51'43" West, 642.08 feet, said point being in the existing east right-of-way line of said Plano Parkway; THENCE along said existing east right-of-way line, and along said non -tangent curve to the left an arc distance of 651.05 feet to a point for corner; THENCE South 89'38'05" West, continuing'along said existing east right-of-way line, a distance of 647.23 feet to a point for corner, for the beginning of a non -tangent curve to the right having a radius of 950.00 feet and a central angle of 40°05'36" and a long chord which bears North 70°19'29" West, 651.29 feet; THENCE continuing along said existing east right-of-way line, and along said non -tangent curve to the right an arc distance of 664.77 feet to a point for comer, for the beginning of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 10"49'02", and a long chord which bears North 55'41'04" West, 197.94 feet; THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an arc distance of 198.23 feet to the POINT OF. BEGINNING and CONTAINING 3,575,716 square feet, 82.09 acres of land, more or less. Save & Except the following two tracts of land: Tract 1: Being a 1.496 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land conveyed by deed to the City of The Colony, as recorded in Instrument No. 2006-75193, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract (Tract 2) and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83*55'H" East, leaving said south right-of-way line, a distance of 2380.43 feet to a point for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Piano Parkway (having a 100 foot R.O.W.); THENCE North 00°00'00" East, leaving said existing east right-of-way line, a distance of 14.16 feet to a point for corner; THENCE North 89"38'00" East, a distance of 417.56 feet to a point for corner; THENCE South 00°22'00" East, a distance of 280.47 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 950.00 feet and a central angle of 18°03'20", and a long chord which bears North 59018'21" West, 298.13 feet; said point being in the existing east right-of-way line of said Piano Parkway; THENCE along said existing east right=of-way line, and along said non -tangent curve to the right an arc distance of 299.37 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 10"47'24", and a long chord which bears North 55'38'07" West, 197.44 feet; THENCE continuing along said existing east right-of-way line; and along said reverse curve to the left, an arc distance of 197.74 feet to the POINT OF BEGINNING and CONTAINING 65,141 square feet, 1.496 acres of land, more or less. Tract 2 Being a 0:980 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and beinga portion of a strip of land known as McKamy Trail, an abandoned road and unrecorded right-of-way and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract (Tract 2)and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83055'H" East, leaving said south right-of-way line, a distance of 2380.43 feet to a point, said point being in the existing east right-of-way line of Piano Parkway (having a 100 foot R.O.W.); THENCE North 00"00'00" East, leaving said existing east right-of-way line, a distance of 14.16 feet to a point for the POINT OF BEGINNING, THENCE North 00000'00" East, a distance of 19.11 feet to a point for corner; THENCE North 89°47'50" East, a .distance of 2838.62 feet to a point for corner, for the beginning of a non -tangent curve to the right having a radius of 760.00 feet and a central angle of 0"50'02", and a long chord which bears South 06"04'58" West, 11.06 feet; THENCE along said non -tangent curve to the right an arc distance of 11.06 feet to a point for corner; THENCE South 89°38,00" West, a distance of 2837.49 feet to the POINT OF BEGINNING and CONTAINING 42,722 square feet, 0.980 acres of land, more or less. Exhibit C to Special Warranty Deed Permitted Exceptions The following restrictive covenants of record itemized below: under Clerk's File No. 2011-114788, 2011-114786, 2011-144787, 2011-114785, Deed Records, Denton County, Texas, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons. 2. Standby fees, taxes and assessments by any -taxing authority for the year 20,12, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land. 4. Easement granted by Daisy McDaniel to Denton County Electric Cooperative, Inc., dated 03/03/1938, filed 02/04/1954, recorded in Volume 403, Page 370, Real Property Records of Denton County, Texas. 5. Easement granted by M.E. Tittle and wife, Dixie C. Tittle to Denton County Electric Cooperative, Inc., dated 05/09/1950, filed 05/07/1954, recorded in Volume 404, Page 192, Real Property Records of Denton County, Texas. 6. Ten foot (10') wide easement to construct, reconstruct and maintain utility lines granted by Crow -Billingsley Manderian, Ltd., et al, to the City of The Colony, dated 03/15/1989, filed 03/17/1989, recorded in Volume 2546, Page 818, Real Property Records of Denton County, Texas. 7. Ten foot (10') wide easement for underground electric supply lines granted by University Business Park Phase II Limited, et ab to Texas Power & Light Company, dated .05/16/1989, filed 05/18/1989, recorded in Volume 2580, Page 486, Real Property Records of Denton County, Texas. 8. Twenty five foot (25') wide easement for construction, reconstruction, maintenance, repairs and replacement of water and wastewater utilities granted by Crow -Billingsley Manderian, Ltd., et al, to the City of The Colony, dated 08/06/2004, filed 08/19/2004, under Clerk's File No. 2004-110477, Real Property Records of Denton County, Texas. 9. Twenty-five foot (25') wide easement for construction, reconstruction, maintenance, repairs and replacement of utilities granted by Crow -Billingsley UMF Piano, Ltd., to the Exhibit C to Special Warranty Deed — Page 1 1775.010\29196.3 City of The Colony, dated 02/26/2008, filed 05/14/2008, under Clerk's File No. 2008- 52212, Real Property Records of Denton County, Texas. 10. Matters contained in that certain document Entitled: Special Warranty Deed Dated: November 30, 2011 Executed by: and between Laurel Real Estate Holdings 1, Inc., and 121 Acquisition Compasny, LLC Recording Date: December 1, 2011 Recording No: under Clerk's File No. 2011-114788, Deed Records, Denton County, Texas. Which provides for, among other things: Restrictions Reference is hereby made to said document for full particulars. 11. Matters contained in that certain document Entitled: Special Warranty Deed Dated: November 30, 2011 Executed by: and between Crow -Billingsley UMF Plano, Ltd. and 121 Acquisition Compasny, LLC Recording Date: December 1, 2011 Recording No: under Clerk's File No. 2011-114786, Deed Records, Denton County, Texas. Which provides for, among other things: Restrictions Reference is hereby made to said document for full particulars. 12. Matters contained in that certain document Entitled: Special Warranty Deed Dated: November 30, 2011 Executed by: and between PBC 14 AR Land, Ltd., and 121 Acquisition Company, LLC Recording Date: December 1, 2011 Recording No: under Clerk's File No. 2011-114787, Deed Records, Denton County, Texas. Which provides for, among other things: Restrictions Reference is hereby made to said document for full particulars. 13. Matters contained in that certain document Entitled: Special Warranty Deed Dated: November 30, 2011 Exhibit C to Special Warranly Deed —Page 2 1775.010129196.3 Executed by: and between Laurel Real Estate Holdings II, Inc., and 121 Acquisition Company, LLC Recording Date: December 1, 2011 Recording No: under Clerk's File No. 2011-114785, Deed Records, Denton County, Texas. Which provides for, among other things: Restrictions Reference is hereby made to said document for full particulars. 14. Easement to Lebanon Water Supply Corporation, filed 05/02/1966, recorded in Volume 537, Page 392, Real Property Records of Denton County, Texas. 15. Forty foot (40') wide ingress and egress easement granted in Ingress and Egress Easement filed 10/26/1967, recorded in Volume 558, Page 173, Real Property Records of Denton County, Texas. 16. Twenty-five foot (25') wide easement for utility lines along the southern boundary of the subject property abutting Plano Parkway granted in Easement granted by Maharishi Global :Development. Fund to the City of The Colony, dated 10/18/2000, filed 10/25/2000, recorded in Volume 4703, Page 1038, Real Property Records of Denton County, Texas. 17. Mineral estate and interest, and all rights incident thereto, described in instrument recorded in Volume 570, Page 299, Real Property Records of Denton County, Texas. Title to said interest not checked subsequent to the date thereof 18. Limited;, or lack of access to road or highway' abutting subject property as set forth in instrument filed 12/30/2002,' recorded in Volume 5241, Page 5213, Real Property Records of Denton County, Texas. 19. Rights of Nicky James, as Tenant, under unrecorded written Farming and Grazing Lease dated January 1, 2012 by and .between 121 Acquisition Company, LLC ("Landlord"), and Nicky James ("Tenant"). Exhibit C to Special Warranty Deed — Page 3 1775.01029196.3 Exhibit D Certificate of Non -Foreign Status Section 1445 of the Internal Revenue Code (the "Code") provides that a transferee of a United States real property interest must withhold tax if the transferor is a "Foreign Person" as defined by the Code. For U.S. tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform The Colony Local Development Corporation, The Colony Economic Development Corporation and The Colony Community Development Corporation, all non-profit corporations (collectively, the "Purchaser") that withholding of tax is not required upon the disposition of a United States real property interest by 121 ACQUISITION COMPANY, LLC, a Texas limited liability company (the "Seller"), the undersigned hereby certifies to Purchaser the following on behalf of Seller: 1. Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as all of those terms are defined in the Code and the Income Tax Regulations promulgated thereunder) for purposes of United States income taxation; 2. Seller is not a disregarded entity as defined in Section 1.1445-2(b) (2) (iii); 3. Seller's Federal Tax Identification Number is 45-3621249; and 4. Seller's mailing address is 700 S. 72 Street, Omaha, NE 68114, Attention: Ryan Blumkin. Seller understands that this certification may be disclosed to the Internal Revenue Service by Purchaser and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of Seller. [Remainder of Page Intentionally Left Blank Signature Page Follows] Exhibit D to Real Estate Contract — Page 1 1775.010\29196.3 EXECUTED effective as of this 26th day of September, 2012. SELLER: 121 ACQUISITION COMPANY, LLC, a Texas limited liability company By: Printed Name Title: THE STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of September, 2012, by Jeff Lind, authorized representative of 121 Acquisition Company, LLC, on behalf of said limited liability company. Notary Public, State of Texas Exhibit D to Real Estate Contract -= Page 2 1775.010\29196.3 Exhibit E Deed of Trust NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE OUT ANY AND ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. DEED OF TRUST STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON Terms: Date of Deed of Trust: September 26, 2012 Grantors: The Colony Local Development Corporation, The Colony Economic Development Corporation, and The Colony Community Development Corporation Grantors' Mailing Address: 6800 Main Street The Colony, Texas, 75056 Trustee: Tom Rosen Trustee's Mailing Address: Glast, Phillips & Murray A Professional Corporation 1480.1 Quorum Drive, Suite 500 Dallas, TX 75254 Attn: Thomas Rosen With a copy to: Brown and Hofmeister, LLP 740 East Campbell Road, Suite 800 Richardson, TX 75081 Lender: 121 Acquisition Company, LLC, a Texas limited liability company Lender's Mailing Address: 700 S. 72 Street Omaha, NE 68114 Attention: Ryan Blumkin Exhibit E to Real Estate Contract — Page 1 1775.010\29196.3 With a copy to: Shupe Ventura Lindelow & Olson, PLLC Attention: Misty Ventura 9406 Biscayne Blvd. Dallas, Texas 75218 Obligation: Promissory Note: Date: September 26, 2012 Original principal amount: ELEVEN MILLION FIVE HUNDRED SIXTY ONE THOUSAND SEVEN HUNDRED EIGHTY SEVEN AND 57/100THS DOLLARS ($11,561,787.57) (the "Obligation") Borrowers: The Colony Local Development Corporation, The Colony Economic Development Corporation, and The Colony Community Development Corporation Lender: 121 Acquisition Company, LLC Maturity Date: December 31, 2013 Property (including any improvements): The real property described on Exhibit A attached hereto and incorporated herein by this reference. Other Exceptions to Conveyance and Warranty: Those set forth on Exhibit B attached hereto and incorporated herein .by reference. For value received and to secure payment of the Obligation, Grantors convey the Property to Trustee in trust. Grantors warrant and agree to defend the title to the Property, subject to the Other Exceptions to Conveyance and Warranty. On payment in full of the Obligation and all other amounts secured by this Deed of Trust, this Deed of Trust will have no further effect, and Lender shall promptly release this Deed of Trust upon written request by Grantors and at Grantors' sole cost and expense. Clauses and Covenants A. Grantors' Obligations Grantors agree •to defend title to the Property subject only to the Other Exceptions to Conveyance and Warranty, to preserve the lien's priority as it is established in -this Deed of Trust, and to notify Lender of any material change in circumstances affecting the Property. B. Lender's Rights 1. Lender, Lender's mortgage servicer or designee may each appoint in writing a substitute trustee, succeeding to all rights, authority and responsibilities of Trustee and, upon Exhibit E to Real Estate Contract — Page 2 1775.010\29196.3 such appointment, the term "Trustee" as used herein shall be deemed to refer to the original Trustee and any substitute trustee or successor thereto. 2. Lender may apply any proceeds received under the property insurance policies covering the Property either to (a) reduce the Obligation, or (b) to repair or replace damaged or destroyed improvements covered by such insurance policies. 3. Notwithstanding anything in the terms of the Note to the contrary, and unless applicable law prohibits, all payments received by Lender from Grantors with respect to the Obligation or this Deed of Trust may, at Lender's option, be applied first to amounts payable under this Deed of Trust and then to amounts due and payable to Lender with respect to the Obligation, to be applied to late charges, principal, or interest in the order determined by Lender at its option. 4. If Grantors fail to perform any of Grantors' obligations under this Deed of Trust, Lender may, but shall not be obligated to, perform those obligations and shall be reimbursed by Grantors on demand for any amounts so paid, including reasonable attorneys' fees, plus interest on those amounts from the dates of payment at the rate stated in the Note for matured, unpaid amounts. Any such amounts to be reimbursed by Grantors will be secured by this Deed of Trust and shall be deemed a portion of the Obligation. 5. If there is a default on the Obligation or if Grantors fail to perform any of Grantors' obligations and the default continues after any required notice of the default and the time allowed to cure under the Obligation, if any, Lender may: a. direct Trustee to foreclose the lien secured by this Deed of Trust, in which case Lender, Lender's agent or designee will cause notice of the foreclosure sale to be given as provided by the Texas Property Code as then in effect; and b. purchase the Property at any foreclosure sale in the name of Lender or an affiliate of Lender by offering the highest bid at any such foreclosure sale, and the amount of such bid shall be credited against the Obligation and any other amounts owing hereunder or under the Obligation. 6. Lender may remedy any default without waiving any claims therefor and, additionally, may waive any default without waiving any prior or subsequent default. C. Trustee's Rights and Duties If directed by Lender to foreclose this lien, Trustee will: 1. either personally or by agent gives notice of the foreclosure sale as required by the Texas Property Code as then in effect; Exhibit E to Real Estate Contract — Page 3 1775.010129196.3 2. sell and convey all or part of the Property""AS IS" and "WITH ALL FAULTS" to the highest bidder for cash with a special warranty binding Grantors, subject to the Other Exceptions to Conveyance and Warranty and without representation or warranty, express or implied, by Trustee; and 3. from the proceeds of the sale, pay, in this order: a. expenses of foreclosure, including a reasonable commission to Trustee and any reasonable attorneys' fees in connection therewith; b. to Lender, the full amount of principal, interest, reasonable attorneys' fees, real property taxes, insurance and other charges due and unpaid including, without limitation, the amount of the Obligation; C. any amounts required by law to be paid before payment to Grantors; and d. to Grantors, any amount remaining after payment in full of the foregoing amounts and the Obligation. D. General Provisions 1: If any portion of the Property is sold under this Deed of Trust, Grantors must immediately surrender possession to the purchaser. Subject to any specific express written "hold over" or "lease back" agreement executed between Grantors and such purchaser, if Grantors fail to immediately surrender possession to such purchaser, Grantors will become tenants at sufferance of the purchaser, subject to an action for forcible detainer. 2. Grantors must obtain the prior written consent of Lender in connection with any sale by Grantors of the Property or any portion thereof and any sale purportedly consummated without so obtaining Lender's prior written consent will be deemed void ab initio. 3. Recitals in any trustee's deed conveying the Property will be presumed to be true. 4. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing any other remedy will not constitute an election of remedies and shall not limit Lender's remedies hereunder, at law or in equity. 5. The lien created by this Deed of Trust shall remain superior to liens later created, even if the time of payment of all or part of the Obligation is extended or any portion of the Property is released. Exhibit E to Real Estate Contract — Page 4 1775.010129196.3 6. If any portion of the Obligation cannot be lawfully secured by this Deed of Trust, any payments will be applied first to discharge that portion of the Obligation that cannot be lawfully secured. 7. Grantors assign to Lender all amounts payable to or received by Grantors from condemnation of all .or any portion of the Property, from private sale in lieu of condemnation, and from damages or by public works or construction on or near the Property. After deducting any expenses incurred by Lender, including reasonable attorneys' fees and court and other costs, Lender at Lender's option will either (a) release any remaining amounts to Grantors, or (b) apply such amounts to reduce the Obligation. Lender shall not be liable for the failure to collect or to exercise diligence in collecting any such amounts. Grantors shall immediately deliver written notice to Lender of any actual or threatened proceedings for condemnation of all or a portion of the Property. 8. Grantors hereby assign to Lender not only as collateral, all present and future rent and other income and receipts from the Property. Grantors hereby warrant the validity and enforceability of the foregoing assignment. Grantors may collect rent and other income and receipts so long as Grantors have not committed a default with respect to the Obligation, the Note or this Deed of Trust. Grantors shall apply all rent and other income and receipts to payment of the Obligation and performance of this Deed of Trust, but if the rent and other income and receipts exceed the amount due with respect to the Obligation and the Deed of Trust, Grantors may retain the excess. If Grantors default in payment of the Obligation or performance of this Deed of Trust, Lender may terminate Grantors' rights to collect rent and other income and then as Grantors' agent may rent the Property and collect all rent and other income and receipts. Lender neither' has, nor assumes any obligations as lessor or landlord with respect to any occupant of the Property. Lender may exercise Lender's rights and remedies under this paragraph without taking possession of the Property. Lender will apply all rent and other income and receipts collected under this paragraph first to expenses incurred in exercising Lender's rights and remedies and then to Grantors' obligations with respect to the Obligation and this Deed of Trust in the order determined by Lender at its option. Lender is not required to act under this paragraph, and acting under this paragraph shall not waive any of Lender's other rights or remedies. If Grantors (or any of them) become a voluntary or involuntary debtor in bankruptcy, Lender's filing a proof of claim in bankruptcy will be deemed equivalent to the appointment of a receiver under Texas law. 9. Interest on the debt secured by this Deed of Trust will not exceed the maximum amount of nonusurious interest that may be contracted for, charged, or received under applicable law. Any interest in excess of that maximum amount will be credited on the principal of the debt or, if that has been paid, refunded. On any required or permitted prepayment, any such excess will be canceled automatically as of the prepayment or, if already paid, credited on the principal Exhibit E to Real Estate Contract — Page 5 1775.010129196.3 of the debt or, if the principal of the debt has been paid, refunded to Grantors. This provision overrides any conflicting provisions in this and all other instruments concerning the debt. 10. If Grantors transfer any portion of the Property without Lender's prior written consent, Lender may invoke any remedies provided in this Deed of Trust for default. Grantors may not sell, transfer, or otherwise dispose of or encumber the Property or any portion thereof, whether voluntarily or by operation of law, without the prior written consent of Lender, which consent may be withheld at Lender's option. Grantors may not cause or permit the Property or any portion thereof to be encumbered by any valid liens, security interests, or encumbrances other than the liens securing the Obligation and the liens securing ad valorem taxes not yet due and payable, without the prior written consent of Lender, which consent may be withheld at Lender's sole option and discretion. If granted, consent may be conditioned upon Grantors' executing, before granting such lien, a written modification agreement containing any terms Lender may require, such as a principal pay down on the Obligation, an increase in the rate of interest payable with respect to the Obligation, an approval fee, or any other modification of the Note, this Deed of Trust, or any other instruments evidencing or securing the Obligation. Grantors may not grant any lien, security interest, or other encumbrance (a "Subordinate Instrument") covering the Property that is subordinate to the liens created by this Deed of Trust without the prior written consent of Lender, which consent may be withheld at Lender's sole option and discretion. If granted, consent may be conditioned upon the Subordinate Instrument's containing express covenants to the effect that: (a) the Subordinate Instrument is unconditionally subordinate to this Deed of Trust; (b) if any action is instituted to foreclose or otherwise enforce the Subordinate Instrument, no action may be taken that would terminate any occupancy or tenancy without the prior written consent of Lender, and that consent, if granted, may be conditioned in any manner Lender determines; (c) rents or other proceeds relating to the Property, if collected by or for the holder of the Subordinate Instrument, will be applied first to the payment of the Obligation then due and to expenses incurred in the ownership, operation, and maintenance of the Property in any order Lender may determine, before being applied to any indebtedness secured by the Subordinate Instrument;. (d) written notice of default under the Subordinate Instrument and written notice of the commencement of any action to foreclose or otherwise enforce the Exhibit E to Real Estate Contract — Page 6 1775.010\29196.3 Subordinate Instrument must be given to Lender concurrently with or immediately after the occurrence of any such default or commencement; and (e) in the event of the bankruptcy of Grantors (or any of them), all amounts due on or with respect to the Obligation and this Deed of Trust will be payable in full before any payments on the indebtedness secured by the Subordinate Instrument. Grantors may not cause or permit any of the following events to occur without the prior written consent of Lender (which consent may be withheld at Lender's sole option and discretion): if Grantors (or any of them) is/are (a) a corporation, the sale, pledge, encumbrance, or assignment of any shares of its stock; (b) a limited liability company, the sale, pledge, encumbrance, or assignment of any of its membership interests; (c) a general partnership or joint venture, the sale, pledge, encumbrance, or assignment of any of its partnership or joint venture interests, or the withdrawal from or admission into it of any general partner or joint venturer; or (d) a limited partnership, (1) the sale, pledge, encumbrance, or assignment of any of its general partnership interests, or the withdrawal from or admission into it of any general partner, (2) the sale, pledge, encumbrance, or assignment of a controlling portion of its limited partnership interests, or (3) the withdrawal from or admission into it of any controlling limited partner or partners. If granted, consent may be conditioned upon (a) the integrity, reputation, character, creditworthiness, and management ability of the person succeeding to the ownership interest in Grantors (or security interest in such ownership) being satisfactory to Lender; and (b) the execution, before such event, by the person succeeding to the interest of Grantors in the Property or ownership interest in Grantors (or security interest in such ownership) of a written modification or assumption agreement containing such terms as Lender may require, such as a principal pay down on the Obligation, an increase in the rate of interest payable with respect to the Obligation, a transfer fee, or any other modification of the Note, this Deed of Trust; or any other instruments evidencing or securing the Obligation. 11. When the context requires, singular nouns and pronouns include the plural. 12. The term Note includes all extensions, modifications, and renewals of the Note and all amounts secured by this Deed of Trust. 13. This Deed of Trust binds, benefits, and may be enforced by the successors in interest of all parties. 14. Grantors will furnish to Lender or other holder of the Note annually upon written request, before taxes become delinquent, copies of tax receipts or tax certificates demonstrating that all taxes relating to the Property have been paid in full. 15. To the extent allowed by law, Grantors shall indemnify, defend and hold Lender harmless from any action, proceeding or claim affecting the Property, this Deed of Trust, or the Exhibit E to Real Estate Contract — Page 7 1775.010\29196.3 lien or security interest created hereby. Grantors shall notify Lender in writing promptly of the commencement of any legal proceeding affecting the Property. 16. Grantors agree to allow Lender or Lender's agents to enter the Property at reasonable times and inspect it. 17. If Grantors and Borrowers are not the same persons, the term Grantors includes Borrowers. 18. Grantors hereby waive all demand for payment, presentation for payment, protest, and notice of protest, to the maximum extent permitted by applicable law. 19. Except as otherwise provided herein, any notice or communication required -or permitted hereunder shall be given in writing in order to be effective and shall be deemed given and received upon deposit of same in the United States mail if sent by certified mail return receipt requested, postage prepaid, addressed to the applicable party at its Mailing Address set forth above as some may be changed from time to time as provided below. Any notice or communication made or effected in any other manner shall be deemed given upon actual receipt thereof. Anything contained herein to the contrary notwithstanding, service of any notice of foreclosure sale of real property (and any personal property sold at the same proceeding) shall be deemed completed as provided by the Texas Property Code. Lender, Trustee and Grantors each shall have the right to designate from time to time another Mailing Address for itself by written notice to the other parties. 20. Grantors agree to execute, acknowledge, and deliver to Lender any document requested by Lender, at Lender's request from time to time, to (1) correct any defect, error, omission, or ambiguity in this Deed of Trust or in any other document executed in connection with the Note or this Deed of Trust; (2) comply with Grantors' obligations under this Deed of Trust and other documents; (3) subject to and perfect the liens and security interests of this Deed of Trust and other documents any property intended to be covered thereby; and (4) protect, perfect, or preserve the liens and the security interests of this Deed of Trust and other documents against third persons or make any recordings, file any notices, or obtain any consents requested by Lender in connection therewith. Grantors agree to pay all costs of the foregoing. 21. Grantors agree to pay reasonable attorneys' fees, trustee's fees, and court and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust is placed in the hands of an attorney for enforcement. 22. If any provision of this Deed of Trust is determined to be invalid or unenforceable, the validity or enforceability of any other provision will not be affected. Exhibit E to Real Estate Contract — Page 8 1775.010\29196.3 23. Grantors represent that this Deed of Trust and the Note are given for the following purposes: The indebtedness secured by this Deed of Trust is in payment of the purchase price of the Property, and is also secured by a vendor's lien retained in a deed of even date herewith conveying the Property to Grantors, and this Deed of Trust is given as additional security for the payment of said indebtedness. Notwithstanding anything to the contrary contained or implied elsewhere herein or in the Note or any other documents evidencing or securing the Note, with respect to the Obligation and other obligations of Grantors hereunder and thereunder, it is expressly agreed and understood that (a) The Colony Local Development Corporation shall only have full corporate liability for an undivided 29.3% interest thereof, (b) The Colony Economic Development Corporation shall only have full corporate liability for an undivided 41.6% interest thereof, and (c) The Colony Community Development Corporation shall only have full corporate liability for an undivided 29.1 % interest thereof. [SIGNATURE PAGES TO FOLLOW] Exhibit E to Real Estate Contract — Page 9 1775.010129196.3 GRANTORS: EXECUTED TO BE EFFECTIVE SEPTEMBER 26, 2012. The Colony Local Development Corporation, a Texas non-profit corporation LIM Joe McCourry, President THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on this 26th day of September, 2012, by Joe McCourry, President of The Colony Local Development Corporation, a Texas non-profit corporation, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed on behalf of said non-profit corporation. Notary Public in and for the State of Texas Exhibit E to Real Estate Contract — Page 10 1775.010129196.3 GRANTORS: EXECUTED TO BE EFFECTIVE SEPTEMBER 26, 2012. The Colony Economic Development Corporation, a Texas non-profit corporation Tom Tvardzik, President THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on this 26th day of September, 2012, by Tom Tyardzik, President of The Colony Economic Development Corporation, a Texas non-profit corporation, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed on behalf of said non-profit corporation. Notary Public in and for the State of Texas Exhibit E to Real Estate Contract — Page 11 1775.010\29196.3 GRANTORS: EXECUTED TO BE EFFECTIVE SEPTEMBER 26, 2012. The Colony Community Development Corporation, a Texas non-profit corporation TeRon Lawrence, President THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on this 26th day of September, 2012, by TeRon Lawrence, President of The Colony Community Development Corporation, a Texas non- profit corporation, and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed on behalf of said non-profit corporation. Notary Public in and for the State of Texas Exhibit E to Real Estate Contract ; Page 12 1775.010\29196.3 EXHIBIT "A" Being a 82.09 acre tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 174, and the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land conveyed by deed to 121 Acquisition Company, LLC., as recorded in Instrument No. 2011-114773, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83°56'15" East, leaving said south right-of-way line, a distance of 2380.35 feet to. a point for the POINT OF BEGINNING, said point being in the existing east right -0f --way line of Piano Parkway (having a 100 foot R.O.W.); THENCE North 00000'00" West, leaving said existing east right-of-way line, a distance of 560.75 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 78.50 feet, a central angle of 65°00'00", and a long chord which bears North 32"30'00" West, 84.36 feet; THENCE along said tangent curve to the left, an arc distance of 89.06 feet to a point for comer, THENCE North 6500'00" West, a distance of 259.91 feet to a point for corner, for the beginning of a tangent -curve to the right having a radius of 100.00 feet, a central angle of 35°00'00', and a long chord which bears North 47"30'00" West, 60.14 feet; THENCE along said tangent curve to the right, an arc distance of 61.09 feet to a point for corner, THENCE North 30"00'00" West, a distance of 390.00 feet to a poiht.for corner; THENCE North 60°47'38" East, a distance of 20.99 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 740.00 feet, a central angle of 2'02'01", and a long chord which bears North 59°46'37" East, 26.26 feet; THENCE along said tangent curve to the left, an arc distance of 26.27 feet to a point for corner; THENCE South 30"00'00" East, a distance of 121.86 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 89.75 feet, a central angle of 35"00'00", and a long chord which bears South 47"30'00" East, 53.98 feet; THENCE along said tangent curve to the left, an arc distance of 54.83 feet to a point for corner, THENCE South 65"00'00" East, a distance of 254.03 feet to a point for corner; THENCE North 90"00'00" East, a distance of 25.58 feet to a point for corner; THENCE South 6340'44" East, a distance of 478.61 feet to a point for corner, said point being in the face of garage; THENCE North 9000'00" East, along said face of garage, a distance of 113.01 feet to a point for corner, said point being the face of building; THENCE North 00°00'00" East, along said face of building, a distance of 398.00 feet, and continuing a total distance of 427.50 feet to a point for corner; THENCE North 90"00'00" East, a distance of 283.92 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 11850 feet, a central angle of 27006'17", and a long chord which bears North 76"26'51" East, 55.54 feet, THENCE along said tangent curve to the left, an arc distance of 56.06 feet to a point for corner, for the beginning of a reverse curve to the right having a radius of 81.50 feet, a central angle of 54"12'34", and a long chord which bears South 90"00'00" East, 74.27 feet; THENCE along said reverse curve to the right an arc distance of 77.11 feet to a; point for corner, for the beginning of a reverse curve to the left having a radius of 118.50 feet, a central angle of 27"06'17", and a long chord which bears South 76"26'51" East, 55.54 feet; THENCE along said reverse curve to the left an arc distance of 56.06 feet to a point for corner; THENCE North 90"00'00" East, a distance of 224.01 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 7450 feet, a central angle of 60'00'00", and a long chord which bears North 60"00'00" East, 74.50 feet; THENCE along said tangent curve to the left, an arc distance of 78.02 feet to.a point for corner; THENCE South 60"00'00" East, a distance of 66.45 feet to a point for corner; THENCE South 22'25'10" East, a distance of 211.39 feet to a point for corner; THENCE South 00"00'00" West, a distance of 95.61 feet to a point for corner, THENCE North 90°00'00" East, a distance of 1499.37 feet to a point for corner; THENCE South 45037'45" East, a distance of 369.46 feet to a point for corner, for the beginning of a non - tangent curve to the left, having a radius of 840.00 feet and a central angle of 39019'11", and a long chord which bears South 24042'40" West, 565.21 feet; THENCE along said non -tangent curve to the left an arc distance of 576.46 feet to a point for corner, for the beginning of a reverse curve to the right having a radius of 760.00 feet, a central angle of 35053'29", and a long chord which bears South 22059'48" West, 468.33 feet; THENCE along said reverse curve to the right an arc distance of 476.08 feet to a point for corner; THENCE North 50000'00" West, a distance of 72.29 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 87.50 feet, a central angle of 40000'00", and a long chord which bears North 70000'00" West, 59.85 feet; THENCE along said tangent curve to the left, an arc distance of 61.09 feet to a point for corner; THENCE North 90000'00" West, a distance of 441.04 feet to a point for corner, for the beginning of a tangent curve to the left having a radius of 19.50 feet, a central angle of 90"00'00", and a long chord which bears South 45"00'00" West, 27.58 feet; THENCE along said tangent curve to the left, an arc distance of 30.63 feet to a point for corner, THENCE South 00'00'00" West, a distance of 41.01 feet to a point for corner, for the beginning of a tangent curve to the right having a radius of 225.73 feet and a central angle of 30°04'42" and a long chord which bears South 15"59'58" West, 117.14 feet; THENCE along said tangent curve to the right an arc distance of 118.50 feet to a point for corner; THENCE South 31"02'19" West, a distance of 21.72 feet to a point for corner, for the beginning of a non - tangent curve to the left having a radius of 1130.00 feet and a central angle of 33°00'40", and a long chord which bears North 73"51'43" West, 642.08 feet, said point being in the existing east right-of-way line of said Plano Parkway; THENCE along said existing east right-of-way line, and along said non -tangent curve to the left an arc distance of 651.05 feet to a point for corner, THENCE South 89°38'05" West, continuing along said existing east right-of-way line, a distance of 647.23 feet -to a point for corner, for the beginning of a non -tangent curve to the right having a radius of 950.00 feet and a central angle of 40'05'36" and a long chord which bears North 70"19'29" West, 651.29 feet; THENCE continuing along said existing east right-of-way line, and along said non -tangent curve to the right an arc distance of 664.77 feet to a point for corner, for the beginning .of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 10`49'02", and a long chord which bears North 55041'04" West, 197.94 feet; THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an arc distance of 198.23 feet to the POINT OF BEGINNING and CONTAINING 3,575,716 square feet, 82.09 acres of land, more or less. Save & Except the following two tracts of land: Tract 1: Being a 1.496 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a tract of land conveyed by deed to the City of The Colony, as recorded in Instrument No. 2006-75193, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract (Tract 2) and being in the south right-of-way line of State Highway 121 (having a variable width R.O.W.); THENCE South 83"55'H" East, leaving said south right-of-way line, a distance of 2380.43 feet to a point for the POINT OF BEGINNING, said point being in the existing east right-of-way line of Piano Parkway (having a 100 foot R.O.W.); THENCE North 00`00'00" East, leaving said existing east right-of-way line, a distance of 14.16 feet to a point for corner; THENCE North 89"38'00" East, a distance of 417.56 feet to a point for corner; THENCE South 00°22'00" East, a distance of 280.47 feet to a point for corner, for the beginning of a non - tangent curve to the right having a radius of 950.00 feet and a central angle of 18"03'20", and a long chord which bears North 59"18'21" West, 298.13 feet; said point being in the existing east right-of-way line of said Piano Parkway; THENCE along said existing east right-of-way line, and along said non -tangent curve to the right an arc distance of 299.37 feet to a point for corner, for the beginning of a reverse curve to the left having a radius of 1050.00 feet, a central angle of 10'47'24", and a long chord which bears North 55"38'07" West, 197.44 feet; THENCE continuing along said existing east right-of-way line, and along said reverse curve to the left, an arc.distance of 197.74 feet to the POINT OF BEGINNING and CONTAINING 65,141 square feet, 1.496 acres of land, more or less. Tract 2 Being a 0.980 acre tract of land situated in the Thomas A. West Survey, Abstract No. 1344, Denton County, Texas, and being a portion of a strip of land known as McKamy Trail, an abandoned road and unrecorded right-of-way and being more particularly described as follows: COMMENCING at a found Txdot monument, said point being the northwest corner of said 121 Acquisition Company, LLC tract (Tract 2)and being in the south right-of-way line of State Highway 121 (havinga variable width R.O.W.); THENCE South 83'55'H" East, leaving said south right-of-way line, a distance of 2380.43 feet to a point, said point being in the. existing east right-of-way line of Piano Parkway (having a 100 foot R.O.W.); THENCE North 00'00'00" East; leaving said existing east right-of-way line, a distance of 14.16 feet to a point for the POINT OF BEGINNING, THENCE North 00°00'00" East, a distance of 19.11 feet to a point for corner, THENCE North 89°47'50" East, a distance of 2838.62 feet to a point for corner, for the beginning of a non -tangent curve to the right having a radius of 760.00 feet and a central angle of 0"50'02", and a long chord which bears South 06°04'58" West, 11.06 feet; THENCE along said non -tangent curve to the right an arc distance of 11.06 feet to a point for corner, THENCE South 89"38,00" West, a distance of 2837.49 feet to the POINT OF BEGINNING and CONTAINING 42,722 square feet, 0.980 acres of land, more or less. Exhibit B to Deed of Trust 1 _ The following restrictive covenants of record itemized below: under Clerk's File No. 2011-114788, 2011-114786, 2011-144787, 2011-114785, Deed Records, Denton County, Texas, but omitting any covenant or restriction based on race, color, religion, sex, handicap, familial status or national origin unless and only to the extent that said covenant (a) is exempt under Chapter 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons. 2. Standby fees, taxes and assessments by any taxing authority for the year 2012, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership. 3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land. 4. Easement granted by Daisy McDaniel to Denton County Electric Cooperative, Inc., dated 03/03/1938, filed 02/04/1954, recorded in Volume 403, Page 370, Real Property Records of Denton County, Texas. 5. Easement granted by M.E. Tittle and wife, Dixie C. Tittle to Denton County Electric Cooperative, Inc., dated 05/09/1950, filed 05/07/1954, recorded, in Volume 404, Page 192, Real Property Records of Denton County, Texas. 6. Ten foot (10) wide easement to construct, reconstruct and maintain utility lines granted by Crow -Billingsley Manderian, Ltd., et at to the City of The Colony, dated 03/15/1989, filed 03/17/1989, recorded in Volume 2546, Page 818; Real Property Records of Denton County, Texas. 7. Ten foot (10') wide easement for underground electric supply lines granted by University Business Park Phase H Limited, et al, to Texas Power & Light Company, dated 05/16/1989, filed 05/18/1989, recorded in Volume 2580, Page 486, Real Property Records of Denton County, Texas. 8. Twenty five foot (25) wide easement for construction, reconstruction, maintenance, repairs and replacement of water and wastewater utilities granted by Crow -Billingsley Manderian, Ltd., et al, to the City of The Colony, dated 08/06/2004, filed 08/19/2004, under Clerk's File No. 2004-110477, Real Property Records of Denton County, Texas. 9. Twenty-five foot (25) wide easement for construction, reconstruction, maintenance, repairs and replacement of utilities granted by Crow -Billingsley UMF Piano, Ltd., to the Exhibit B to Deed of Trust — Page 1 1775.01OV9196.3 City of The Colony, dated 02/26/2008, filed 05/14/2008, under Clerk's File No. 2008- 52212, Real Property Records of Denton County, Texas. 10. Matters contained in that certain document Entitled: Special Warranty Deed Dated: November 30, 2011 Executed by: and between Laurel Real Estate Holdings I, Inc., and 121 Acquisition Compasny, LLC Recording Date: December 1, 2011 .Recording No: under Clerk's File No. 2011-114788, Deed Records, Denton County, Texas. Which provides for, among other things: Restrictions Reference is hereby made to said document for full particulars. 11. Matters contained in that certain document Entitled: Special Warranty Deed Dated: November 30, 2011 Executed by: and between Crow -Billingsley UMF Plano, Ltd. and 121 Acquisition Compasny, LLC Recording Date: December 1, 2011 Recording No: under Clerk's File No. 2011-114786, Deed Records, Denton County, Texas. Which provides for, among other things: Restrictions Reference is hereby made -to said document for full particulars. 12. Matters contained in that certain document Entitled: Special Warranty Deed Dated: November 30, 2011 Executed by: and between PBC 14 AR Land, Ltd., and 121 Acquisition Company, LLC Recording Date: December 1, 2011 Recording No: under Clerk's File No. 2011-114787, Deed Records, Denton County, Texas. Which. provides for, among other things: Restrictions Reference is hereby made to said document for full particulars. 13. Matters contained in that certain document Entitled: Special Warranty Deed Dated: November 30, 2011 Exhibit B to Deed of Trust — Page 2 1775.010\29196.3 Executed by: and between Laurel Real Estate Holdings II, Inc., and 121 Acquisition Company, LLC Recording Date: December 1, 2011 Recording No: under Clerk's File No. 2011-114785, Deed Records, Denton County, Texas., Which provides for, among other things: Restrictions Reference is hereby made to said document for full particulars. 14. Easement to Lebanon Water Supply Corporation, filed 05/02/1966, recorded in Volume 537, Page 392, Real Property Records of Denton County, Texas. 15. Forty foot (40) wide ingress and egress easement granted in Ingress and Egress Easement filed 10/26/1967, recorded in Volume 558, Page 173, Real Property Records of Denton County, Texas. 16. Twenty-five foot (25) wide easement for utility lines along the southern boundary of the subject property abutting Plano Parkway granted in Easement granted by Maharishi Global Development Fund to the City of The Colony, dated 10/18/2000, filed 10/25/2000, recorded in Volume 4703, Page 1038, Real Property Records of Denton County, Texas. 17. Mineral estate and interest, and all rights incident thereto, described in instrument recorded in Volume 570, Page 299, Real Property Records of Denton County, Texas. Title to said interest not checked subsequent to the date thereof 18. Limited; or lack of access to road or highway abutting subject property as set forth in instrument filed 12/30/2002, recorded in Volume 5241, Page 5213, Real Property Records .of Denton County, Texas. 19. Rights of Nicky James, as Tenant, under unrecorded written Farming and Grazing Lease dated January 1, 2012 by and between 121 Acquisition Company, LLC ("Landlord"), and Nicky James ("Tenant"). Exhibit B to Deed of Trust — Page 3 1775.010\29196.3