Form 4-3

Additional Clauses for Sales Contract

Adjusted Purchase Price

Clause 4-3-1

A.2.a.If the Purchase Price based on the Survey exceeds an amount (“Maximum Purchase Price”) that is equal to [percent] percent of the Purchase Price, Buyer may terminate this Contract and recover the Earnest Money by giving Seller Buyer’s calculation of the Purchase Price and notice of termina­tion within ten days after the Survey was delivered to both parties; provided, however, that Buyer’s notice of termination will be automatically rescinded and the Purchase Price will be equal to the Maximum Purchase Price if Seller gives Buyer notice within ten days after receiving Buyer’s notice of termina­tion that Seller has waived the right to receive the portion of the Purchase Price in excess of the Maximum Purchase Price.

A.2.b.If the Purchase Price based on the Survey is less than an amount (“Minimum Purchase Price”) that is equal to [percent] percent of the Purchase Price, Seller may terminate this Contract by giving Buyer Seller’s calculation of the Purchase Price and notice of termination within ten days after the Survey was delivered to both parties; provided, however, that Seller’s notice of termi­nation will be automatically rescinded if Buyer gives Seller notice within ten days after receiving Seller’s notice of termination that Buyer has waived the right to purchase the Property for a Purchase Price that is less than the Mini­mum Purchase Price.

A.2.c.If the calculation of the Purchase Price is to be made on the basis of the net square feet of surface area disclosed by the Survey, the net square feet of surface area will be the gross square feet of surface area within the Land less any portion of the surface area of the Land that is within a flood plain as specified on the applicable current FEMA map and any portion of the surface area of the Land that is subject to a right-of-way or easement that serves any land other than the Land.

Property Subject to Lien Securing Indebtedness in Excess of Net Purchase Price

Clause 4-3-2

C.7.Partial Release of Liens.      If, as of the Effective Date, the Prop­erty is subject to any liens that secure indebtedness in excess of the estimated net proceeds of the Purchase Price after the satisfaction of brokers’ commis­sions and other transaction costs for which Seller is responsible, then Seller promptly must obtain a written agreement or agreements (collectively, the “Partial Release Agreement”) binding and enforceable against the holders of such liens (“Holders”) for the benefit of Seller. The Partial Release Agreement must constitute an agreement to release all of such liens with respect to the Property on the payment to the Holders of an amount that does not exceed the net proceeds of the Purchase Price after the satisfaction of brokers’ commis­sions and other transaction costs for which Seller is responsible. If Seller is required to provide a Partial Release Agreement, the Inspection Period will not commence until the executed Partial Release Agreement, in a form reasonably satisfactory to Buyer, is delivered to Buyer.

Additional Earnest Money

Clause 4-3-3

Additional Earnest Money.      If Buyer does not terminate this Contract pursuant to this provision, Buyer must deposit the additional Earnest Money in the amount of [amount] AND NO/100 DOLLARS ($[amount]) with [checklist item 7] on or before the end of the Inspection Period (the “Additional Earnest Money”) to be applied to the Purchase Price or distributed in accordance with the terms of the Contract.

Property Subject to More Than One Tax Parcel

Clause 4-3-4

Partial Tax Parcels.      If the Property contains more than one unim­proved partial tax parcel for the year of Closing, then the taxes and other assessments attributable to any such tax parcel for the year of Closing shall be allocated between the portion of such tax parcel that is within the Property and the portion of such tax parcel that is outside the Property on the basis of the respective percentages that the gross surface area of the portion of such tax parcel that is within the Property and the gross surface area of the portion of such tax parcel that is outside the Property represent of the total gross surface area of such tax parcel; provided, however, that the result of the foregoing computation shall be adjusted as applicable in order to reflect the taxable value of any improvements that have been constructed on either or both of the por­tions of such tax parcel. If the Property contains one or more partial tax parcels for the year of Closing, and all taxes and other assessments attributable to such tax parcel have not been paid in full at or prior to Closing, each of Seller and Buyer shall be obligated to pay the taxes and other assessments due with respect to their respective portions of such tax parcel for the entire year of Closing on or before the due date thereof and to indemnify, defend, and hold the other party harmless from and against any loss resulting from a failure to pay such taxes and assessments when they become due and payable.

Property Subject to Special Valuations and Reduced Tax Valuations

Clause 4-3-5

Special Valuations and Reduced Tax Valuations.      If the Property has been the subject of special valuation and reduced tax assessments pursuant to the provisions of chapter 23, subchapter D, of the Texas Tax Code or under any other provision of law with respect to any period before the Closing, and if additional taxes, penalties, or interest are assessed pursuant to Code section 23.55 or under the other provision of law, the following will apply:

i.   If Seller changes the use of the Property before Closing, resulting in the assessment of additional taxes for periods before Closing, Seller will pay the additional taxes.

ii.      If this sale or Buyer’s use of the Property results in the assessment of additional taxes for periods before Closing, Buyer will pay the additional taxes

ii.   At Closing, the parties will determine the amount of deferred taxes payable if the sale of the Property as herein contemplated were deemed as of the Closing Date to constitute a change in the use of the Property that would result in the “roll-back” or recapture of deferred taxes for the current year and all preceding tax years for which the “roll-back” or recapture could be imposed (“Potential Roll-Back Amount”). Seller will pay at Closing an amount equal to the Potential Roll-Back Amount to all applicable taxing jurisdic­tions. On such payment, Seller will have no further liability for any further roll-back amounts and Buyer will assume any and all obli­gations for, and indemnify, defend, and hold Seller harmless from and against, any liability for any further roll-back amounts.

ii.   At Closing, the parties will determine the amount of deferred taxes payable if the sale of the Property as herein contemplated were deemed as of the Closing Date to constitute a change in the use of the Property that would result in the “roll-back” or recapture of deferred taxes for the current year and all preceding tax years for which the “roll-back” or recapture could be imposed (“Potential Roll-Back Amount”) as of the Closing Date. Seller will deposit at Closing an amount equal to the Potential Roll-Back Amount with Title Company, to be held in an interest-bearing escrow account in accordance with the terms and conditions hereinafter set forth (“Roll-Back Escrow Account”). If a subsequent change in the use of the Property results in a roll-back of deferred taxes, the portion of recaptured deferred taxes attributable to the period before the Closing, if any, will be paid from the Roll-Back Escrow Account and the portion of deferred taxes attributable to the period from and after the Closing, if any, will be paid by Buyer (or its successors or assigns). On the earlier of (a) the date on which there is no longer any statutory basis for recapturing any deferred taxes attributable to the period before the Closing or (b) the date on which all taxes that may then potentially be recaptured for any period before the Clos­ing have been recaptured, the remaining balance in the Roll-Back Escrow Account, if any, will be distributed to Seller.

Additional Liquidated Damages

Clause 4-3-6

Seller’s Additional Liquidated Damages.      Buyer’s Default occurs after Seller has incurred costs to perform its obligations under this Contract and Seller terminates this Contract in accordance with the previous sentence. Buyer will also reimburse Seller for the lesser of Seller’s actual out-of-pocket expenses incurred after the Effective Date to perform its obligations under this Contract (“Seller’s Expenses”) in an amount not to exceed [amount] AND NO/100 DOLLARS ($[amount]) as Seller’s Additional Liquidated Damages, within ten days after Buyer’s receipt of an invoice from Seller stating the amount of Seller’s Expenses accompanied by reasonable evidence of Seller’s Expenses. The foregoing constitutes Seller’s sole and exclusive remedies for a default by Buyer before Closing.

Waiver of Consumer Rights

Clause 4-3-7

Waiver of Consumer Rights.      Buyer waives its rights under the Texas Deceptive Trade Practices–Consumer Protection Act, section 17.41 et seq. of the Texas Business and Com­merce Code, a law that gives consumers special rights and protections. After consultation with an attorney of its own selection, Buyer voluntarily consents to this waiver.

Waiver of Jury Trial

Clause 4-3-8

Waiver of Jury Trial.      Buyer and Seller, each after consul­tation with an attorney of its own selection (which coun­sel was not directly or indirectly identified, suggested, or selected by the other party), both voluntarily waive a trial by jury of any issue arising in an action or proceeding between the parties or their successors, under or con­nected with this contract or its provisions. Buyer and Seller acknowledge to each other that Buyer and Seller are not in significantly disparate bargaining positions.

Additional Seller’s Property Rights

Clause 4-3-9

a.all of Seller’s right, title, and interest in and to any alleys, strips, or gores adjoining the Land and all of Seller’s rights of ingress and egress to the Land, including, without limitation, any easements, rights-of-way, rights, or other interests in, on, under, or to any land, highway, street, road, right-of-way, or avenue, open or proposed, in, on, under, across, in front of, abutting, or adjoining the Land; and all of Seller’s right, title, and interest in and to any awards made, or to be made in lieu thereof, and in and to any unpaid awards for damage to the Land by reason of a change of grade thereof;

b.all development or vested rights, utility capacity, governmental approvals, licenses, and permits (including all water, sewer, and drainage capacity currently held by or for Seller, if any, for the Land on the Closing Date), to the extent they relate to the owner­ship, use, leasing, maintenance, service, or operation of the Land;

c.all of Seller’s right, title, and interest in and to any oil, gas, and other minerals in, under, and that may be produced from the Land, regardless of whether or not the minerals are considered part of the surface estate or part of the mineral estate;

d.all of Seller’s right, title, and interest in and to all groundwater under the Land and all dedicated or adjudicated surface water on, belonging to or adjacent to the Land;

e.all of Seller’s right, title, and interest in and to all site plans, sur­veys, environmental studies, soil studies, substrata studies, archi­tectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans, and other plans or studies of any kind that relate to the Land in the possession of or under the control of Seller; and

f.all other rights, privileges, and appurtenances owned by Seller that relate in any way to the above-described properties.