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HomeMy WebLinkAboutPZ - Property Ownership Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement') is made and entered into to be effective as of the 5th day of February , 2025 (the "Effective Date"), by and among MONARCH PARTNERS, LLC, an Idaho limited liability company or its assignee/designee ("Buyer"), and GFI — MERIDIAN INVESTMENTS, LLC, a Utah limited liability company ("Seller"). RECITALS A. Seller owns a certain parcel of real property, consisting of approximately 0.87 acres located at approximately 3485 W. Chinden Blvd., Meridian, ID 83646 in the County of Ada, State of Idaho, as more particularly described on the attached Exhibit "A" (the "Property"). [NEED DOCUMENTS REFERENCED ON EXHIBIT A TO CONFIRM LEGAL DESCRIPTION AND SEPARATE LEGAL PARCEL] B. Seller desires to sell and Buyer desires to purchase the Property on the terms set forth herein. AGREEMENT In consideration of the promises and mutual covenants contained herein,the parties hereto agree as follows: 1. Agreement of Sale; Effective Date. Subject to, and on the terms and conditions herein set forth, Seller hereby agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller. 2. Property Description. The term "Property" shall include the real property, as more fully described on Exhibit"A" (Property Description) attached hereto and incorporated herein, together with all easements,tenements,hereditaments,privileges and appurtenances thereunto belonging to Seller and pertaining to the Property. Subject to items of record, applicable city guidelines, and municipal code, Seller agrees and acknowledges that Buyer may construct and operate a single or multi-tenant building with a drive thru on the Property if desired by Buyer. 3. Purchase Price. The total purchase price for the Property to be paid by Buyer to Seller in cash at Closing is One Million Five Hundred Fifteen Thousand Eight Hundred Eighty-Eight and 00/100 Dollars ($1,515,888.00) ("Total Purchase Price"). 4. Earnest Money Deposit. (a) Not later than five(5)business days after the full execution of this Agreement,Buyer will deposit Fifty Thousand Dollars ($50,000.00) ("Earnest Money") with First American Title Company, 2150 S. Bonito Way, Suite 100, Meridian, ID 83642, Attention: Ruth M. Rubel, Commercial Escrow Officer, phone: 208-321-5101, Email: rrubel(gfirstam.com, as the "Escrow Agent." All Earnest Money deposited hereunder will be refundable during the Inspection Period and applicable to the Purchase Price at closing or distributed to Buyer or Seller as otherwise set forth herein. 1 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB (b) The Escrow Agent is authorized and instructed to act in accordance with this section, Section 18 hereof, and all other terms of this Agreement, which shall constitute escrow instructions for this transaction,and the Escrow Agent shall hold and dispose of the Earnest Money Deposit and any additional deposits in strict compliance with this Agreement. The Earnest Money Deposit is to be invested by the Escrow Agent in an interest-bearing demand account or money market fund (an "Approved Investment") in a financial institution (the "Bank") insured by the Federal Deposit Insurance Corporation chosen by Buyer and reasonably approved by Seller, with such account having a maturity date not later than the Closing Date (as defined herein). 5. Title Commitment. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer a current owner's title commitment for the Property (a "Title Commitment") issued by First American Title Company(the "Title Company"). 6. Title Matters. (a) Title Insurance. The Title Commitment delivered to Buyer pursuant to Section 5 shall be a current title insurance commitment for a standard coverage policy of owner's title insurance together with legible copies (if available) of all documents referenced therein as part of the Property Description and/or as exceptions,including without limitation,that certain Declaration of Easements,Covenants,Conditions and Restrictions recorded June 12,2020 as Instrument No.2020-071547,Records of Ada County, Idaho. The Title Commitment shall irrevocably obligate the Title Company to issue an ALTA owners standard coverage Title Insurance Policy in the full amount of the Purchase Price(the"Title Policy"),which Title Policy shall insure marketable and insurable title to the Property. (b) Title Objections. On or before fifteen (15) business days after receipt of the Title Commitment, Buyer shall provide Seller with notice of any matters set forth in the Title Commitment(and all documents referenced therein)which are unacceptable to Buyer ("Objections"). Any matters set forth in the Title Commitment to which Buyer does not object within such fifteen (15) business day period, or which have been waived by Buyer or cured by Seller, shall be referred to collectively herein as the "Permitted Exceptions". Seller shall have fifteen (15) calendar days from the date of receiving such notice of defects from Buyer within which Seller may give Buyer written notice of any Objections specified therein that Seller intends to attempt to resolve. If Seller does not timely provide to Buyer a written notice to the foregoing notice of the Objections that Seller intends to attempt to resolve, then Seller shall be deemed to have elected not to attempt to resolve any of the Objections. If Seller gives Buyer such written notice with respect to any Objection specified in Buyer's notice of title objections, or if the time period to provide such notice lapses without Seller providing any such notice, then Buyer shall have until the expiration of the Inspection Period to elect whether or not to terminate this Agreement. If Buyer fails to timely terminate this Agreement prior to the expiration of the Inspection Period, Buyer shall be deemed to have waived any Objection specified in Buyer's notice of title Objections, and any such Objection shall thereafter constitute a Permitted Exception under this Agreement. Upon resolution, if any, of the Objections, Title Company shall deliver an updated commitment or other documentation showing 2 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB resolution of the Objections. If Seller is unable to cure, prior to Closing, any of Buyer's Objections that do not constitute Permitted Exceptions, then Buyer may, as its sole and exclusive option either (i) waive its objection to said exception or exceptions and consider said objection(s)Permitted Exceptions, or(ii)terminate this Agreement in which event the Earnest Money Deposit shall be immediately refunded by Escrow Agent to Buyer and neither party shall have any liability to the other, except as otherwise set forth in this Agreement. 7. Due Diligence Investigations, Inspection Period Contingency. (a) Inspection Period. Within three(3)business days following the full execution of this Agreement, Seller shall deliver to Buyer the review materials set forth in Exhibit B attached hereto ("Review Materials"). Buyer shall have forty-five (45) days from the Effective Date ("Inspection Period")to review and approve or disapprove of the Review Materials and to conduct, at Buyer's expense, any inspections,tests or other due diligence of the Property. In additions, from and after the date hereof, Buyer's agents,consultants,inspectors or other representatives("Buyer's Representatives") shall have the right to enter upon the Property for all purposes reasonably related to making a full and adequate determination of the suitability of the Property for the construction of a multi-tenant restaurant facility of approximately _TBD_ square feet with a drive thru lane for Buyer's intended use as more particularly shown on the Site Plan attached hereto as Exhibit "D" (the "Restaurant Facility") and incorporated herein by reference, and Buyer and Buyer's agents shall have the right, during reasonable hours, to inspect the Property, and to undertake, at Buyer's expense, such inspections and other activities as it shall determine in connection therewith, including without limitation, that the Property has adequate parking and vehicular access and that the soil does not contain any hazardous materials, underground storage tanks, pipes or wells and shall have soil characteristics which allow construction of the Restaurant Facility without extra cost (collectively, "Investigations"), provided (i) Buyer shall give Seller not less than one (1) day's prior written notice before each such entry, (ii) the first such notice shall include sufficient information to permit Seller to review the scope of the proposed Investigations, and (iii) neither Buyer nor Buyer's Representatives shall permit any borings, drillings or samplings to be done on the Property without Seller's prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. If Buyer's Representatives visit the Property they shall (i) not unreasonably disturb or interfere with Seller's tenants or its affiliates' employees; (ii) not unreasonably interfere with the operation and maintenance of the Property; (iii) not damage any part of the Property, or any personal property owned or held by Seller, its tenants, or any third party; (iv) not injure or otherwise cause bodily harm to any agents, contractors and employees, or tenant of Seller or its affiliates; (v)promptly pay when due the costs of all tests, investigations, and examinations done with regard to the Property; (vi) not permit any liens to attach to the Property by reason of the exercise of Buyer's rights hereunder; (vii)restore the Property to its condition before any such inspections or tests were undertaken; and (viii) not reveal or disclose any information obtained concerning the Property to anyone outside Buyer's organization, other than Buyer's Representatives and Buyer's lenders and 3 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB investors, or as may be required by law. The provisions of this Section 7(a) shall survive the Closing or any termination of the Agreement. (b) Buyer's Insurance and Indemnification. Prior to Buyer's entry upon the Property for the purposes set forth above in Section 7(a), Buyer shall obtain a general liability insurance policy in the amount of no less than $1,000,000.00 naming Seller as an additional insured and proof of said insurance shall be delivered to Seller. Buyer shall indemnify,defend and hold Seller harmless from and against any and all claims, liens, encumbrances, damages, causes of action, costs, expenses, losses, reasonable attorneys' fees and liabilities of any kind or nature whatsoever (including, without limitation,reasonable attorneys' fees and expenses and court costs) arising out of the activities of Buyer and any party on behalf of Buyer taken on or with respect to the Property in conjunction with exercising its rights under this Agreement, other than costs, expenses or damages arising from the negligence or willful misconduct of Seller or its agents, employees or contractors. The provisions of this Section 7(b) shall survive the Closing or termination of the Agreement. (c) Utilities. Except for Seller's representations and warranties contained herein, Buyer shall purchase the Property in its "as-is" condition with utilities and sewer stubbed to within five(5)feet of the Property. Buyer shall be obligated to confirm during the Inspection Period that utilities adequate to serve Buyer's use are available and include legal access across other properties if necessary to serve the Property. The Utilities are water, gas, electricity, telephone, and sanitary sewer. (d) Buyer's Termination. If Buyer disapproves of the Review Materials and/or its due diligence Investigations of the Property, then Buyer will notify Seller and Escrow Agent in writing (such notice being hereinafter referred to as a "Due Diligence Termination Notice"),prior to the end of the Inspection Period,that Buyer elects to terminate this Agreement, in which event the Agreement shall automatically terminate as provided below. Any Due Diligence Termination Notice must be received by Seller no later than 11:59 p.m. MDT, on the last day of the Inspection Period, time being of the essence, in order to be effective. If Buyer shall fail to deliver to Seller a Due Diligence Termination Notice in a timely manner, then Buyer's right to terminate this Agreement pursuant to this Section 7(d) shall be deemed null and void and of no further force or effect and the Earnest Money will become non-refundable and payable to Seller. In the event of the termination of this Agreement by Buyer pursuant to this Section 7(d), (A) Buyer shall be entitled to a return of the Earnest Money Deposit, together with all interest accrued thereon, and neither Seller nor Buyer shall have any further rights or obligations hereunder,except those arising under provisions of this Agreement that expressly survive the termination hereof, and (B) at Seller's option, Buyer shall deliver to Seller copies of all inspection or environmental reports prepared by Buyer's consultants in connection with Buyer's due diligence. (c) Option to Extend. Buyer shall have one (1) option to extend the Inspection Period for a period of thirty (30) days ("Extension") by: (a) providing to Seller written notice of the exercise of such Extension prior to the expiration of the Inspection Period; and (b) depositing with the Escrow Agent a non-refundable deposit in the sum of Ten Thousand and 00/100 Dollars ($10,000.00)prior to the expiration of the 4 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB Inspection Period("Option Payment"). The Option Payment shall be applicable to the Purchase Price at Closing. Notwithstanding anything to the contrary in this Agreement, in the event this Agreement is terminated or does not close for any reason whatsoever, the Option Payment shall be disbursed to Seller. (d) Buyer's obligations hereunder this Agreement are subject to Buyer receiving full authorization and written approval of the Property from its franchisor El Pollo Loco, Inc. no later than the expiration of the Inspection Period. Should such authorizations and approvals not be granted, this Agreement shall be null and void. 8. Permitting Period Contingency. (a) Permits refer to all authorizations and approvals issued by government agencies that are necessary for the Buyer to construct the Restaurant Facility (including the drive- through lane) and operate its business on the Property. These include, but are not limited to, zoning changes, variances, conditional use permits, environmental law compliance, site plan approvals, parking approvals, drive through, sign approvals, curb cut and access approvals, utility connection permits, and building permits. The "Permitting Period" is a total of one hundred fifty (150) days, which includes the forty-five (45) days allocated for due diligence. These periods run concurrently. Notwithstanding that these periods run concurrently, in the event the Buyer does not terminate this Agreement prior to the expiration of the Inspection Period, the amount of Ten Thousand and 00/100 Dollars of the Earnest Money will be nonrefundable and payable to Seller. Additionally,the Buyer may request an extension of the Permitting Period with up to two (2) thirty-day (30-day) Permit Period Extensions (as defined below). (b) Options to Extend. The buyer shall have Two (2) options each to extend the Permitting Period for a period of thirty (30) days (each an "Permit Period Extension"). To exercise any Permit Period Extension, Buyer shall: (a) provide to Seller written notice of the exercise of such Extension prior to the expiration of the Permitting Period, as it may be extended; and (b) deposit with the Escrow Agent a non-refundable deposit in the sum of Ten Thousand and 00/100 Dollars ($10,000.00) prior to the expiration of the original Permitting Period or any then applicable Permit Period Extension (each an "Extension Payment"). The Extension Payment(s) shall be applicable to the Purchase Price at Closing. Notwithstanding anything to the contrary in this Agreement, in the event this Agreement is terminated or does not close for any reason whatsoever, other than a default by the Seller, the Extension Payment(s) shall be disbursed to the Seller. (c) During the Permitting Period, Buyer shall, at Buyer's expense, apply for, and diligently pursue all Permits. If the Permits are not obtained, or if they are available only with conditions unacceptable to Buyer, or if Buyer determines that it would not be feasible or economically satisfactory for Buyer to build and operate its proposed Restaurant Facility, Buyer shall have the right to cancel this Agreement as provided in Section 8 (d)below. 5 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB (d) As a part of the process of seeking Permits, Buyer may enter into agreements restricting use of, or granting easements over, the Property conditioned and effective upon Buyer closing Escrow and obtaining title to the Property. Buyer may also agree to conditions to issuance of use permits or other Permits for Buyer's use,provided the same shall not encumber the Property in any way whatsoever prior to the Closing of this Agreement and Buyer obtaining title to the Property. At Buyer's request, Seller shall reasonably cooperate with Buyer to obtain Permits, shall join with Buyer in all applications (reasonably approved by Seller) and proceedings, and shall execute all agreements, easements, and dedications required by Buyer, and reasonably approved by Seller, to facilitate Buyer's use, or required by governmental agencies as a condition to issuance of Permits. Notwithstanding anything to the contrary herein, Seller shall not be obligated in any way to execute any agreement, easement, dedication, etc. that will encumber or be enforceable against the Property until Buyer takes title to the Property. (e) If Buyer diligently pursues but fails to obtain or disapproves of the conditions for issuance of Permits before the end of the Permitting Period, then Buyer will notify Seller and Escrow Agent in writing (such notice being hereinafter referred to as a "Permit Termination Notice"), prior to the end of the Permitting Period or any Extension as applicable,that Buyer elects to terminate this Agreement,in which event the Agreement shall automatically terminate as provided below. Any Permit Termination Notice must be received by Seller no later than 11:59 p.m. MDT, on the last day of the Permitting Period, time being of the essence, in order to be effective. If Buyer shall fail to deliver to Seller a Permit Termination Notice in a timely manner, then Buyer's right to terminate this Agreement pursuant to this Section 8(e) shall be deemed null and void and of no further force or effect and the Earnest Money will become non-refundable and payable to Seller. In the event of the termination of this Agreement by Buyer during the Permitting Period, Buyer shall not be entitled to a return of the Earnest Money Deposit, and the Earnest Money Deposit, together with all interest accrued thereon, shall be paid to Seller and neither Seller nor Buyer shall have any further rights or obligations hereunder,except those arising under provisions of this Agreement that expressly survive the termination hereof. 9. Closing Date; Closing Procedures and Requirements. (a) Closing. The "Closing Date" or "Closing" of the sale and transfer of the Property under this Agreement from Seller to Buyer shall occur on a date selected by Buyer and Seller which occurs within ten (10) days from the expiration of the Permitting Period. (b) Conveyance of Title and Delivery of Closing Documents. By the Closing Date, Seller shall have delivered to the Title Company a special warranty deed ("Deed") in a form reasonably approved by Seller, Buyer, and the Title Company, fully executed, properly acknowledged by Seller, conveying fee simple record and marketable record title to the Property to Buyer, free and clear of all liens, claims, 6 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB encumbrances, and restrictions, and except the following (collectively the "Permitted Encumbrances"): (i) real estate taxes and installments of special assessments not yet due and payable; (ii) the Permitted Exceptions approved by Buyer under Section 6 above ; (iii)zoning, land use,building and similar ordinances of the city of Meridian and/or county of Ada; and(iv)any other matters not objected to by Buyer pursuant to Section 6. By the Closing Date, Seller and Buyer shall each have delivered to the Title Company any other documents reasonably required by the Title Company to consummate the transaction herein contemplated, including without limitation a FIRPTA Certificate and Owner's Title Affidavit negotiated and executed by Seller. (c) Payment of Purchase Price at Closing. On the Closing Date, the Earnest Money Deposit and,Option Payment(if paid),and any Extension Payments shall be credited toward the Purchase Price under this Agreement. Buyer shall pay the balance of the Purchase Price and all other funds required from Buyer at Closing to Escrow Agent by wire transfer. Concurrently with the recordation of the Deed in the official records of the county of Ada, Idaho evidencing the conveyance of title to the Property and the delivery of all closing documents in accordance with Section 9(b), together with the satisfaction or waiver of all conditions to the obligations of the parties, as specified in this Agreement, the Escrow Agent shall disburse the Purchase Price to Seller, adjusted to reflect all credits, apportionments, and other adjustments to which the parties may be entitled in accordance with the terms of this Agreement. (d) Prorations. Seller and Buyer shall prorate, as of 12:01 a.m. on the Closing Date, all items of income and expense of the Property, including: (i) general real estate taxes and all other levies and charges against the Property for the year of Closing that are accrued but not yet due and payable, and such taxes shall be prorated on the basis of the most recent ascertainable tax bills; and(ii) any and all unpaid installments of any assessment levied against the Property. (e) Closing. Seller shall pay recording fees for documents needed to cure title objections Seller has elected to cure, and title insurance premiums at Closing in connection with any standard title insurance coverage obtained by Buyer, having a policy amount for the Property not in excess of the Purchase Price. Buyer shall pay for the cost of any extended coverage and special endorsements to such title insurance policies, documentary stamps, taxes, and recoding fees on notes, mortgages and financing statements for financing obtained by Buyer, recording fees for the Deed and for any survey of the Property desired by Buyer, and the cost of all inspections, including environmental site assessments. Buyer and Seller shall share equally any escrow fees. Each party shall pay its own attorneys' fees and costs. All other costs incurred at Closing shall be borne by the parties equally unless otherwise specified in this Agreement. (f) Transfer of Possession and Risk of Loss. Possession of the Property, subject to the Permitted Exceptions, shall be transferred to Buyer at Closing. All risk of loss with respect to the Property shall be borne by Seller until the transfer of title at Closing. 10. Conditions to Buyer's Obligations. Buyer's obligation to purchase the Property is conditioned upon the occurrence and satisfaction of the Inspection and Permit contingencies in Sections 7 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB 7 and 8 and satisfaction of each of the following conditions on or before the Closing Date, any one or more of which may be waived by Buyer, in Buyer's sole and absolute discretion: (a) The representations,warranties and covenants of Seller contained in this Agreement shall be true and correct in all material respects as of the Closing Date (except as otherwise specifically provided in this Agreement). (b) Seller shall have (i) delivered all documents and instruments required to be executed and delivered by Seller pursuant to Section 9 hereof,and(ii)performed and complied in all material respects with all covenants and agreements contained herein which are to be performed and complied with by Seller at or prior to the Closing Date. (c) The Title Company shall be irrevocably committed to issuing a Title Policy upon Closing insuring valid and marketable title to the Property in the name of Buyer or its nominee or assignee in the amount of the Total Purchase Price, subject only to Permitted Exceptions. (d) Seller shall provide Buyer with an incumbency certificate and copies of all approvals, consents and/or resolutions authorizing this transaction. . 11. Conditions to Seller's Obligations. Seller's obligation to sell the Property is conditioned upon the occurrence and satisfaction of the following conditions on or before the Closing Date, any one or more of which may be waived by Seller, in Seller's sole and absolute discretion: (a) The representations,warranties and covenants of Buyer contained in this Agreement shall be true and correct in all material respects as of the Closing Date (except as otherwise specifically provided in this Agreement). (b) Buyer shall have (i)paid the balance of the Purchase Price (in excess of the Earnest Money Deposit),(ii)delivered all documents and instruments required to be executed and delivered by Buyer pursuant to Section 9 hereof, and (iii) performed and complied in all material respects with all of its other covenants and agreements contained herein at or prior to the Closing Date. (c) All necessary approvals, consents and waivers from government agencies and from third parties applicable to Buyer, if any, shall have been obtained. 12. Seller's Representations and Warranties. Seller makes the following representations and warranties to Buyer, each of which is material and is being relied upon by Buyer: (a) Seller is duly formed, validly existing and in good standing in the States of Utah and Idaho. (b) As of the Effective Date Seller has full legal right, power and authority to execute and deliver this Agreement and to fully perform all of its obligations hereunder without need of any further action by or on its behalf, or that of any owner, shareholder,member,manager,partner, director or the like, all of such action having already been taken. The person or persons executing this Agreement, and any other 8 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB documents required on behalf of Seller hereunder, are duly authorized, directed and empowered to do so. (c) Seller's obligations and responsibilities hereunder are valid and binding obligations of Seller. (d) To the best of Seller's actual knowledge, there are no pending actions, suits, proceedings or investigations to which any Seller Party is a party before any court or other governmental authority with respect to the Property and Seller has not received written notice of any dispute, claim or controversy that threatens the commencement of such an action, suit,proceeding or investigation. (e) To the best of Seller's actual knowledge, there is no condition which adversely affects the construction of the Restaurant Facility (including the drive thru) and Buyer's intended use of the Property, including (i) enacted, pending or proposed condemnation proceedings or other governmental action, (ii) pending or proposed plans to alter access to the Property (iii) the presence on the Property of anything dangerous to humans such as hazardous materials, or (iv) an obligation of Seller or restriction applicable to the Property restricting Buyer's use of the Property, or granting another party the right to consent to Buyer's use of the Property outside of items of record. The foregoing shall in no way be deemed to limit or replace Buyer's obligation to perform any and all test, inspections, etc. necessary to confirm none of the foregoing exist. (f) To the best of Seller's actual knowledge, there are no equipment leases, advertising agreements, franchise agreements, or license agreements to which Seller is a party relating to the operation of the Property(collectively"Contracts"). (g) Seller is the fee owner of the Property and is not a"Foreign Person"as defined in the Internal Revenue Code. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND, EXCEPT AS SET FORTH IN THIS AGREEMENT, BUYER TAKES THE PROPERTY AS-IS, WHERE-IS, WITH ALL FAULTS. 13. Buyer's Representations and Warranties. Buyer makes the following representations and warranties: (a) Buyer is a limited liability company, duly formed, validly existing and in good standing in the state of its organization and, on or before the Closing, Buyer, or Buyer's nominee/designee affiliated company taking title at Closing, will be qualified to do business in the state in which the Property is located. (b) As of the Effective Date Buyer has full legal right, power and authority to execute and deliver this Agreement and to fully perform all of its obligations hereunder without need of any further action by or on its behalf, or that of any owner, 9 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB shareholder,member,manager,partner,director or the like, all of such action having already been taken. The person or persons executing this Agreement, and any other documents required on behalf of Buyer hereunder, are duly authorized, directed and empowered to do so. (c) Buyer's obligations contemplated hereby and the execution, delivery and performance of this Agreement by Buyer will not result in a breach of, or constitute a default under any instrument or agreement to which Buyer is bound. Buyer's obligations and responsibilities hereunder are valid and binding obligations of Buyer. 14. Restrictive Uses. The Property shall be restricted from being used for any of the purposes detailed in Exhibit "C" attached hereto ("Restricted Uses"). At Closing, the Parties shall record a restrictive covenant that includes the Restricted Uses. Additionally, this restrictive covenant shall include a covenant by Seller, for a period of twenty(20)years after the Closing,not to permit the use of any real property leased, sold, or owned by Seller and located within the Costco development's exterior boundary of the Property for the following:(a) The sale of charbroiled chicken(Mexican style), except by Cafe Rio and Slim Chickens; (b) The following brands shall be restricted and not permitted: Chick-fil-A, Raising Cane's, Chipotle, Dave's Hot Chicken, KFC, Popeye's, Fiesta Chicken, Super Chix, Houston TX Hot Chicken, and Wing Stop. 15. Defaults. (a) If the transactions contemplated hereby are not consummated in accordance with the terms and provisions of this Agreement due to circumstances or conditions that constitute a breach or default by Seller under this Agreement, as Buyer's sole and exclusive remedy, Buyer shall be entitled, at Buyer's option, either to (i)terminate this Agreement, and receive an immediate refund of the Earnest Money Deposit from Escrow Agent,or(ii)seek specific performance from Seller,it being agreed by Seller and Buyer that monetary damages shall be an inadequate remedy for Buyer in the event of a breach or default by Seller hereunder. (b) IF THE TRANSACTIONS CONTEMPLATED HEREBY ARE NOT CONSUMMATED IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT DUE TO CIRCUMSTANCES OR CONDITIONS THAT CONSTITUTE A BREACH BY BUYER UNDER THIS AGREEMENT, THEN SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL HAVE THE RIGHT TO RETAIN THE EARNEST MONEY DEPOSIT AS FULL LIQUIDATED DAMAGES, WHEREUPON THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE. BUYER AND SELLER ACKNOWLEDGE THAT IT WOULD BE DIFFICULT OR IMPOSSIBLE TO ASCERTAIN THE ACTUAL DAMAGES SUFFERED BY SELLER AS A RESULT OF ANY DEFAULT BY BUYER AND AGREE THAT SUCH LIQUIDATED DAMAGES ARE A REASONABLE ESTIMATE OF SUCH DAMAGES. WITH THE EXCEPTION OF DAMAGES FOR INJURY TO PERSONS OR PROPERTY AS A RESULT OF BUYER'S DUE DILIGENCE EFFORTS, RETENTION OF THE EARNEST MONEY DEPOSIT SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF SELLER FOR ANY BREACH BY BUYER OF THE TERMS OF THIS AGREEMENT. UPON SUCH TERMINATION, BUYER SHALL 10 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB DELIVER TO SELLER A COPY OF ALL TESTS AND REPORTS CONDUCTED BY BUYER RELATING TO THE PROPERTY. 16. Damage or Destruction; Condemnation. (a) Damage or Destruction: If a "material"part(as hereinafter defined) of the Property is damaged or destroyed by fire or other casualty, Seller shall promptly notify Buyer of such fact and, except as hereinafter provided, Buyer shall have the option to terminate this Agreement with respect to such Property upon notice to Seller given not later than ten (10) days after receipt of Seller's notice. A "material" part of a Property shall be deemed to have been damaged or destroyed if prior to the Closing Date, a portion of the Property is damaged or destroyed to such a degree that such damage cannot be repaired within thirty (30) days after the Closing at the sole cost and expense of Seller. If such damage occurs, Seller agrees to escrow sufficient funds to complete all necessary repairs. (b) In the event of commencement of eminent domain proceedings respecting the Property prior to Closing, Seller shall give Buyer prompt written notice thereof. If all or any portion of the Property is taken by eminent domain proceedings, or if there is the commencement or bona fide threat of the commencement of any such proceedings, on or before the end of the Inspection Period and Buyer is informed and elects to continue, and Buyer shall not elect to terminate this Agreement pursuant to Section 7 hereof, Buyer shall have no right to terminate this Agreement by reason of such taking. If any material portion of the Property is taken by eminent domain proceedings after the end of the Inspection Period, and prior to Closing, Buyer shall have the right,at Buyer's option to terminate this Agreement by giving written notice to Seller on or before the date ten (10) days after the date upon which Seller gives Buyer written notice of such taking, in which event the Earnest Money Deposit shall be refunded to Buyer promptly upon request, and this Agreement shall be null and void. In the event of a taking of less than a material portion of the Property after the Inspection Period, Buyer shall have no right to terminate this Agreement by reason of such taking. If any portion of the Property is taken prior to Closing and the purchase and sale of the Property contemplated by this Agreement is thereafter actually consummated, Seller shall, at the Closing, assign to Buyer all of its right, title and interest in and to any award or other benefits made or to be made in connection with such condemnation or eminent domain proceeding. 17. Agency Disclosure; Payment of Commissions. Seller represents that certain of its employees are real estate brokers licensed in the state of Utah. Both Buyer and Seller represent and warrant to the other that, other than Mallisa Jackson of MJPCRE Group,brokered by EXP Commercial, representing Buyer, which shall be paid a commission by Seller at closing pursuant to separate written agreement, it has had no dealing with any broker or agent in connection with the transaction contemplated by this Agreement and that no party besides EXP Commercial is entitled to a commission from any part of the transaction contemplated herein. Each party shall indemnify, defend and hold harmless the other party by reason of any breach of such party of its warranty and representation under this section. The provisions of this section shall survive Closing. 18. Escrow. Escrow Agent shall hold the Earnest Money Deposit in escrow and shall dispose of the Earnest Money Deposit only in accordance with the following provisions: 11 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB (a) Escrow Agent shall deliver the Earnest Money Deposit to Seller or Buyer, as the case may be, as follows: (i) to Seller, upon completion of the Closing; or (ii) to Seller, after receipt of Seller's demand in which Seller certifies either that (A)Buyer has defaulted under this Agreement, or(B)the Closing has failed to occur by reason of Buyer's failure or refusal to perform its obligations hereunder, and Seller is thereby entitled to receive the Earnest Money Deposit; but Escrow Agent shall not honor Seller's demand until more than ten (10) days after Escrow Agent has given a copy of Seller's demand to Buyer in accordance with Section 18(b)(i), nor thereafter if Escrow Agent receives a Notice of Objection (as hereinafter defined) from Buyer within such ten (10) day period; or (iii) to Buyer, after receipt of Buyer's demand in which Buyer certifies either that (A) Seller has defaulted under this Agreement, (B) the Closing has failed to occur by reason of Seller's failure or refusal to perform its obligations hereunder, and Buyer is thereby entitled to receive the Earnest Money Deposit, or (C) Buyer is otherwise entitled to the return of the Earnest Money Deposit pursuant to this Agreement;but Escrow Agent shall not honor Buyer's demand until more than ten (10) days after Escrow Agent has given a copy of Buyer's demand to Seller in accordance with Section 18(b)(i), nor thereafter if Escrow Agent receives a Notice of Objection from Seller within such ten (10) day period. Upon delivery of the Earnest Money Deposit, Escrow Agent shall be relieved of all liability hereunder and with respect to the Earnest Money Deposit. Escrow Agent shall deliver the Earnest Money Deposit,at the election of the party entitled to receive the Earnest Money Deposit, by (i) a good, unendorsed certified check of Escrow Agent payable to the order of such party, (ii)an unendorsed official bank or cashier's check payable to the order of such party, or(iii) a bank wire transfer of immediately available funds to an account designated by such party. (b) (i) Upon receipt of a written demand from Seller or Buyer under Section 18(a)(ii) or (iii), Escrow Agent shall send a copy of such demand to the other party. Within ten(10)days after the date of receiving such demand,but not thereafter, the other party may object to delivery of the Earnest Money Deposit to the party making such demand by giving a notice of objection (a "Notice of Objection") to Escrow Agent. After receiving a Notice of Objection, Escrow Agent shall send a copy of such Notice of Objection to the party who made the demand; and thereafter, in its sole and absolute discretion, Escrow Agent may elect either (A) to continue to hold the Earnest Money Deposit until Escrow Agent receives a written agreement of Buyer and Seller directing the disbursement of the Earnest Money Deposit , in which event Escrow Agent shall disburse the Earnest Money Deposit in accordance with such agreement; and/or (B) to take any and all actions Escrow Agent deems necessary or desirable, in its sole and absolute discretion, to discharge and terminate its duties under this Agreement, including depositing the Earnest Money Deposit 12 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB into any court of competent jurisdiction and bringing any action of interpleader or any other proceeding; and/or(C)in the event of any litigation between Seller and Buyer,to deposit the Earnest Money Deposit with the clerk of the court in which such litigation is pending. (ii) If Escrow Agent is uncertain for any reason whatsoever as to its duties or rights hereunder(and whether or not Escrow Agent has received any written demand under Section 18(a)(ii) or (iii), or any Notice of Objection under Section 18(b)(i)), notwithstanding anything to the contrary herein, Escrow Agent may hold and apply the Earnest Money Deposit pursuant to Section 18(b)(i)(A),(B) or (C) and may decline to take any other action whatsoever. In the event the Earnest Money Deposit is deposited in a court by Escrow Agent pursuant to Section 18(b)(i)(B) or (C), Escrow Agent shall be entitled to rely upon the decision of such court. In the event of any dispute whatsoever among the parties with respect to disposition of the Earnest Money Deposit , Buyer and Seller shall pay the attorneys' fees and costs incurred by Escrow Agent(which said parties shall share equally, but for which said parties shall be jointly and severally liable) for any litigation in which Escrow Agent is named as, or becomes, a party. (c) Notwithstanding anything to the contrary in this Agreement,within one (1)business day after the receipt of the Earnest Money Deposit, Escrow Agent shall place the Earnest Money Deposit in an Approved Investment. The interest, if any, which accrues on such Approved Investment shall be deemed part of the Earnest Money Deposit; and Escrow Agent shall dispose of such interest as and with the Earnest Money Deposit pursuant to this Agreement. Escrow Agent may not commingle the Earnest Money Deposit with any other funds held by Escrow Agent. Escrow Agent may convert the Earnest Money Deposit from the Approved Investment into cash or a non-interest-bearing demand account at the Bank as follows: (i) at any time within seven(7) days prior to the Closing Date; or (ii) if the Closing Date is accelerated or extended,at any time within seven(7)days prior to the accelerated or extended Closing Date (provided, however, that Seller and Buyer shall give Escrow Agent timely notice of any such acceleration or extension and that Escrow Agent may hold the Earnest Money Deposit in cash or a non-interest-bearing deposit account if Seller and Buyer do not give Escrow Agent timely notice of any such adjournment). (d) The rate of interest or yield on an Approved Investment need not be the maximum available and deposits, withdrawals, purchases, reinvestment of any matured investment and sales shall be made in the sole discretion of Escrow Agent, which shall have no liability whatsoever therefor. Discounts earned shall be deemed interest for the purpose hereof. (e) Escrow Agent shall have no duties or responsibilities except those set forth herein, which the parties hereto agree are ministerial in nature. Seller and Buyer acknowledge that,except for Escrow Agent's own willful default,willful misconduct or gross negligence, Escrow Agent shall have no liability of any kind whatsoever 13 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB arising out of or in connection with its activity as Escrow Agent. Seller and Buyer jointly and severally agree to and do hereby indemnify and hold harmless Escrow Agent from all loss, cost, claim, damage, liability, and expense (including attorneys' fees and disbursements whether paid to retained attorneys or representing the fair value of legal services rendered to itself) which may be incurred by reason of its acting as Escrow Agent provided such loss, cost, claim, damage, liability or expense is not the result of Escrow Agent's willful default, willful misconduct or gross negligence. Escrow Agent may charge against the Earnest Money Deposit any amounts owed to it under the foregoing indemnity or may withhold the delivery of the Earnest Money Deposit as security for any unliquidated claim, or both. (f) Any Notice of Objection, demand or other notice or communication which may or must be sent, given or made under this Agreement to or by Escrow Agent shall be sent in accordance with the provisions of Section 21. (g) Simultaneously with their execution and delivery of this Agreement, Seller shall furnish Escrow Agent with its true Federal Taxpayer Identification Number. Buyer's federal taxpayer identification number,if not already issued,will be applied for prior to Closing, and shall be provided promptly to Seller after receipt. The party ultimately entitled to any accrued interest in the Earnest Money Deposit shall be the party responsible for the payment of any tax due thereon,and Escrow Agent may file appropriate income tax information returns with respect to any interest in the Earnest Money Deposit or other income from the Approved Investment. (h) Any amendment of this Agreement (other than an adjournment of the Closing Date) which could alter or otherwise affect Escrow Agent's obligations hereunder will not be effective against or binding upon Escrow Agent without Escrow Agent's prior consent, which consent may be withheld in Escrow Agent's sole and absolute discretion. (i) The provisions of this Section shall survive the termination of this Agreement and the Closing. 19. Assignment; Like-Kind Exchange. (a) Buyer, upon prior written notice to Seller, may (a) assign this Agreement to a designee or nominee of Buyer. Notwithstanding any such assignment, Buyer shall remain principally liable for all obligations of Buyer under this Agreement. (b) Seller acknowledges that Buyer may direct Seller to convey the Property at Closing to a "Qualified Intermediary" in connection with a like-kind exchange pursuant to Section 1031 of the Internal Revenue Code,and Buyer acknowledges that Seller may direct that some or all of the Purchase Price be paid by Buyer to a Qualified Intermediary in connection with a like-kind exchange transaction to be entered into by Seller. Buyer acknowledges that Seller may also include this transaction in a Section 1031 exchange. Seller and Buyer shall each comply with any such reasonable written request or direction given by the other party and shall otherwise reasonably cooperate at and prior to Closing in connection with any such like-kind exchange transaction, at no cost to the cooperating party and provided that neither 14 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB Seller nor Buyer shall in any event be required to take title to any real property(other than the Property) in connection with such an exchange. 20. Successors and Assigns. In the event of a permitted assignment,the rights and obligations created by this Agreement shall be binding upon and inure to the benefit of the parties hereto,their heirs, executors, receivers, trustees, successors and assigns. 21. Notices. Any notice, approval, waiver, objection or other communication (for convenience, "Notice")required or permitted to be given hereunder or given in regard to this Agreement by one party to the other shall be in writing and the same shall be given and be deemed to have been served and given (a) if hand delivered, when delivered in person to the address set forth hereinafter for the party to whom notice is given; (b) if mailed (except where actual recipient is specified in this Agreement),three (3)days after it is placed in the United States mail,postage prepaid,by certified mail, return receipt requested; addressed to the party at the address hereinafter specified; (c) if by overnight delivery when received by the other party; or(d) if by facsimile,when received by the other party at the number hereinafter specified as evidenced by the confirmation receipt of the sender. Any party may change its address for notices by notice theretofore given in accordance with this section: If to Seller: c/o Trevor Gasser 74 East 500 South, Suite 200 Bountiful, Utah 84010 Phone 801-292-5000 E mail: trevorgtgirealestate.com Facsimile: Seller's Attorney: Michael F. Christensen Nelson Christensen Hollingworth&Williams 68 South Main St., 6th Floor Salt Lake City,Utah 84101 Facsimile No. 801-363-3614 Phone: 801-531-8400 E mail: michaelc(abnchwlaw.com If to Buyer: Monarch Partners, LLC 784 S. Clearwater Loop, Suite B Post Falls, ID 83854-9599 Attn: Tanveer Kirmani Phone: E mail tkgregent.us.com Facsimile No. Buyer's Attorney: Thomas R Merritt GMS Law Firm, LLP 19800 MacArthur Blvd., Suite 300 Irvine, CA 92612 Phone 949-864-0742 Email: tmerritt@gmslawfirm.com 15 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB 22. Weekends, Holiday, Etc. If the time period by which any right, option or election provided for under this Agreement must be exercised, or by which any act required hereunder must be performed, or by which the Closing must be held, expires on a day which is a Saturday, Sunday, or official federal or a state holiday for the state in which the Property is located, then such time period shall be automatically extended through the close of business on the next business day. 23. Further Assurances. From time to time, at either party's request, whether on or after Closing, and without further consideration, the other party shall execute and deliver any further instruments of conveyance and take such other actions as the requesting party may reasonably require to complete more effectively the transfer of the Property to Buyer. 24. Entire Agreement and Amendments; Waiver. This Agreement, together with all exhibits attached hereto or referred to herein, contain all representations and the entire understanding between the parties hereto with respect to the subject matter hereof. Any prior correspondence, memoranda or agreements are replaced in total by this Agreement and exhibits hereto. This Agreement may only be modified, amended or supplement only upon the written consent of both parties. Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section. 25. Attorneys' Fees. In the event any dispute between the parties hereto should result in litigation, the prevailing party shall be reimbursed for all reasonable costs, including but not limited to, reasonable attorneys' fees. Should any party default under the terms of this Agreement, the non- defaulting party shall be entitled to recover all reasonable costs incurred in enforcing the terms hereof, including reasonable attorneys' fees, including fees and costs associated with bankruptcy proceedings. 26. Survival. All provisions that expressly, or by their nature, survive the Closing or termination of this Agreement shall survive. 27. Governing Law. This Agreement and all transactions contemplated hereby shall be governed by, construed and enforced in accordance with the laws of the state in which the Property is located. 28. Counterparts. This Agreement maybe executed in one or more counterparts,each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 29. Interpretation. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. [Remainder of page intentionally left blank] 16 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB IN WITNESS WHEREOF, the parties have executed this Purchase and Sale Agreement. BUYER: MONARCH PARTNERS,LLC An Idaho limited liability company DocuSigned by: By: a ni Its: CFO 2/5/2025 SELLER: GFI—MERIDIAN INVESTMENTS,LLC a Utah limited liability company By: Its: Accepted and agreed to: FIRST AMERICAN TITLE COMPANY Title: By: 17 Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB EXHIBIT "A" Property Description The Land referred to herein below is situated in the County of Ada, State of Idaho, and is described as follows: PARCEL I: PARCEL B OF RECORD OF SURVEY NO. 13628 RECORDED SEPTEMBER 12, 2022 AS INSTRUMENT NO. 2022-078691, RECORDS OF ADA COUNTY, IDAHO BEING MORE PARTICULARITY DESCRIBED AS FOLLOWS: A PARCEL OF LAND BEING A PORTION OF LOT 5,BLOCK 1 OF LOST RAPIDS SUBDIVISION (BOOK 119 OF PLATS, PAGES 18496 - 18501), SITUATED IN THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF SECTION 27, TOWNSHIP 4 NORTH, RANGE 1 WEST, BOISE MERIDIAN, CITY OF MERIDIAN, ADA COUNTY, IDAHO AND BEING MORE PARTICULARITY DESCRIBED AS FOLLOWS: BEGINNING AT A FOUND 1/2-INCH REBAR MARKING THE NORTHEAST CORNER OF SAID LOT 5,WHICH BEARS SOUTH 89°17'35" EAST A DISTANCE OF 359.26 FEET FROM A FOUND 5/8-INCH REBAR MARKING THE NORTHWEST CORNER OF LOT 4, BLOCK 1 OF SAID LOST RAPIDS SUBDIVISION. THENCE FOLLOWING THE EASTERLY BOUNDARY LINE OF SAID LOT 5, SOUTH 00°00'18" EAST A DISTANCE OF 302.83 FEET TO A FOUND 1/2- INCH REBAR MARKING THE SOUTHEAST CORNER OF SAID LOT 5; THENCE LEAVING SAID EASTERLY BOUNDARY LINE AND FOLLOWING THE SOUTHERLY BOUNDARY LINE OF SAID LOT 5, NORTH 89-17'16" WEST A DISTANCE OF 125.01 FEET; THENCE LEAVING SAID SOUTHERLY BOUNDARY LINE, NORTH 00°00'18" WEST A DISTANCE OF 302.82 FEET TO THE NORTHERLY BOUNDARY LINE OF SAID LOT 5; THENCE FOLLOWING SAID NORTHERLY BOUNDARY LINE, SOUTH 89°17'35" EAST A DISTANCE OF 125.01 FEET TO THE POINT OF BEGINNING. PARCEL II: EASEMENT RIGHTS AS CONTAINED IN DECLARATION OF EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS, RECORDED JUNE 12, 2020, AS INSTRUMENT NO. 2020- 071547, RECORDS OF ADA COUNTY, IDAHO. APN: R5330760510 Exhibit"A" Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB EXHIBIT "B" Review Material SELLER TO PROVIDE ONLY THOSE DOCUMENTS IN SELLER'S POSSESSION OR CONTROL 1. BUILDING PLANS a. Current Site plan for the Property and the larger adjacent shopping center. b. Civil and overall drainage plans relating to the Property and the larger adjacent shopping center. c. Grading plans for the Property and the larger adjacent shopping center. 2. THIRD PARTY REPORTS a. Existing ALTA Survey. b. Existing Phase I Environmental report relating to the Property. c. Geologic studies and tests relating to the Property. d. Existing Geotechnical reports relating to the Property. e. Existing Soils reports relating to the Property. 3, WARRANTY &MAINTENANCE CONTRACTS None. 4. UTILITY BILLS a. Utility bills,covering the Property or any part thereof, for the current year and prior two years. 5. TAXES a. Copies of real estate taxes,bills,and assessments for the current tax year. 6. INSURANCE a. None. 7. CAPITAL IMPROVEMENTS a. None. 8. FURNITURE FIXTURES &EQUIPMENT & PERSONAL PROPERTYANTANGIBLE PROPERTY a. None. 9. City/County/STATE a. None. 10. LITIGATION a. None. 11. INSPECTION CONTACT a. Name and contact information of current manager for purposes of providing access and facilitating tours and inspections during due diligence period. Exhibit`B" Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB EXHIBIT "C" Restricted Uses (a) The Property shall not be sold or leased to any person or entity whose primary sales (i.e., more than 40%) are derived from the sale of specialty carbonated beverages, including,without limitation,the following tenants: Swig, Sodalicious, Soda Rush,Fiiz, Quench It, Slurp,Twisted Sugar, Thirst,Pick Me Up Drinks and Sonic, so long as Swig is in operation on Lot 2 of the Lost Rapids West Subdivision, according to the Plat thereof, filed in Book 119 of Plats at Pages 18496 Through 18501, Records of Ada County, Idaho. (b) The Property shall not be used to conduct or operate a state or national bank for so long as Key Bank, or its successors or assigns, is operating in the Shopping Center. (c) The Property shall not be used for the operation of a Chick-Fil-A, Raising Canes, Zaxby's Chicken,or Popeye's Chicken, so long as Slim Chickens is in operation on Parcel B of Record of Survey No. 13537 recorded on July 20,2022,at instrument number 2022-065351,records of Ada County,Idaho. (d) The Property shall not be used or operated as a state or federally chartered credit union as more particularly provided in that certain Declaration of Restrictive Covenant recorded on December 11,2020, at instrument number 2020-171405, records of Ada County, Idaho. (e) The Property shall not be used for the operation of, or used to advertise for, (i) a hamburger oriented fast food or quick service restaurant business, including, without limitation, Wendy's, Jack in the Box, Five Guys Burgers & Fries, McDonald's, Sonic, Smashburger, Habit Burger, Shake Shack, Freddy's Frozen Custard & Steakburgers, Carl's Jr., Burger Lounge, Whataburger, or Dairy Queen; or (ii) any other restaurant which derives more than twenty percent(20%) of its food sales from the sale of hamburgers. Exhibit"C" Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB EXHIBIT "D" Site Plan of Restaurant Facility (to be attached) Exhibit"C" Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB Exhibit E-Agency Disclosure DisclosureAgency A Consumer Guide to Understanding Agency Relationships in Real Estate Transactions Bailee owed to-Idaho coneurnere by s real estate brakerage and Ile Ilceneee'e are derived In the"Ilona Real Eatale Brakwage Repree ntAlan Act'Idaho CDtle 5-NG2 through 54-MT. Effective,January 1,2023 "Agency-is a term used in Idaho law that describes the relation ships between a licensee and some parties to a real estate transaction. RI ht You Are a customer Idaho law says a real estate broloerage and its licensees owe the fDIlDwing'Cuswmef duties to al Dwisumers in real estatetransadans: * Perfamn neDessary and Dustamary acts to assist you it the purchase Dr sale of real * Perfarm these acts.with honesty,good faith,reasonable ski and * PropEdy acrount for money or property you place it the care and responsi lily of the brakerage;and * Disdase'adverse material fa ue which the licensee knows ar reasonably should have known.These are facts thatyrouki signifirantlyaffectthe deskabilfty or value of the propedytoa reasonable person,or fadtsestablishirg a reasonable beliefthatone afthe parties cannot,ardlaes not intend lo,00mplela Dhligations underthecantract. If you are a Customer,a real estate lice— is not required to promote your best interests or keep your bargaining information confidential_ If you use the services of a licensee and brokerage without a written Representation (Agency)Agreement,you will remain a Custornerthroughout the transaction_ ACDropensatianAgreenrent isawritten contradthwrequires you to pay afeefora specHa seruiceprovided by a brokerage, and it is nut the same as a Represenatbn Agreement. If you*n a Compensation Agreement,you are sti a Cuslbraer, but the hrakerage and its licensees Dwe one additional duty: * Be available to receive and present writben offers and rniintar-sfran to you or from you. If you want a licensee and brdoerage to promote your best inteiresb in YOU May Become �' a transaction,you ran become a'Glient'by signing a Buyer or Seller Representation(Agency)Agreement A brokerage and its licensees wig owe you the Follawing Crrent duties, which are greater than the duties owed to a Customer. * Perfarm the teens of the wriden * Ex2mise reasanab12 skill andra�- * Promote yaur hest interests it gaud faith,holnesty,and fai>iealin * Maintain the confidentiality of yaur klfamlation,krcluding bargaining inFomwtian,even after the represenlakn has soda * Property account far money or property you plane in the care and responsibility ofthe * Find a property for you or a buyer far yaur property,and assist you kr negotiating an aoceptable price and ether tens and DDndit Dris for the TMan�arrtrsn * Disclase all'adwerse material Facts'which the licensee knows ar reasonably should have bwwn,as defined above;and * Be available to receive and present written affers.and+ -nipr-nag to you or from you. The above CusbDmer-or Client duties are required by law,and a licensee cannot agree with you to modify or eliminate any of them_ Ifyrou hem enyquasiloncabatthalntunneMnhRik brodNrc toot Itleho Efts orCleaeofinnel"Pmirsslomi Lrmsas-Rta,'Eslala Comm ssJon (scel3a4.= tccltlahaorw Exhibit"C" Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB Agency Representation (Single Agency} Under'AgencyRepresentatbrk(son tint sreferredtDas 'Single Agency'),you are a Client and the licenseesyour AgerntwM represents you,and only you,in your real estate trahs30ion_The entire brokerage is obligated to pronnote your hest interests_ No licensee in Ire brokerage is allowed to represent the other party to-the transaction. If you are a seller, Your Agent will seek a buyer to-purchase your property at a prise and under terms and conditions acceptable to- tad assist with your negotiations.If you request it in writiiing,your Agent will seek reasonable proof of a prospective purchaser's financial ability to complete your Iransactialr. If you are a buyer,your Agent will seek^nmro-rFrr for you to purchase at an acceptable price and assist with your nnegoliations.Your Agent will also advise you to consult with appropriate professionals,such as.inspectors,attorneys, and tax advisors_If disrIDsed to all parties in writing,a brokerage may also represent other buyers who wish to make afters an the same property you are interested in purchasing. Limited Duirl Agency Limited Dual AgenW means.the brokerage and its licensees represent both the buyer and the seer as Ctienis in the same transaction.The brokerage must have both the bu s and seller's consent to represent both parties under Limited Dual Agency.You might ohoase Limited Dual Agency because you wane to purchase a nrnnartr.listed by the same brokerage,or because the same brokerage knows of a buyer f_r your property_ There are two kinds of Limited dual Agency Withcut Assigned brokerage and its lip- are Agents Far bath Clients equary and cannot advocate on behalf Df one client aver the other. None of the licensees at the brokerage can disclose confidential cliennt ilnformatian about either Client.The brokerage muss otherMse promote the non-canflicvrd interests of both Clients,perform the lerms of the Buyer and Seller Representation Agreements vAh skill and rare,and other duties required by law. With Assigned Anan#c Tin Designated Broker may assign individual licensees within the brokerage ('Assigned Agents')to act solely on behalf of each Client. An assigned Agent has a duty to promote the Clieffs best interests,even if your imaraal4 conflict wilt the interests of the other Cfienit including negotiating a price. An Ass*nned Agent mull mairnlain the Client's confidential information. The Designated Broker is always a Limited Dual Agent for hoth Client and ensums the Assigned Agents fu tiifl their duties to the*respective clients. Mat to Lock Egg in ALiy Written Agreement with a Brokerage ABuyer or SellerRepreserciatian Agreememor CDrnpensatien Agreement should answerthese questions: •When will this agreementenpie7 •Can I cancel Ih's agreernen',and if * Under anhgency Represenajon •Wha'happens ID This agreement !,Fowl? Agreernenl am I willing la 3113w the when a transartion isvornpleed? •Now will the btakeragetetPAW brokerage to represent bu-1-'hc other party and me n a real e.iatu •Can I work ui h other brokerages •MAL happens if I buy or x11 on�M transaciRm? during Ihe'ime of my a9mernen'7 awn? Real Estate Licensees Are N of Inspectors Unless you and a licensee agree in writing,a brokerage and its licensees are not required to conduct an independent inspection of a property or verify the accuracy or completeness of any slatemernis or representation&made regarding a property. To learn about the t>Dndilion of a property,you should obtain the advice of an appropriate proressianal,such as a home inspector,engineer or surveyor. AudinfYideo Surveillance Use caulion when discussing anything while viewing a property;audio or video surveillance equipment could he in use an listed properties. If you sign s Representation Agreement or Compeneallan Agreement xlth a Iicenme,the contract Is$ kt} ten you sndtne licensee's brokeretle_The Deetgtn bd Broker lathe Dnly pereonsuthorlxedto rnodlryorcanoels braterege coutraot The■tenses who gave you thla brochure Is licensed with: Name ar 9rokfrage: Phone: -------------------------------------------------------------------------------- RECEIPT ACKNOWLEDGED ay 9gNng barow,YOU ackncwvggc anttr e-ad a Ircnsco gawc Pi a cony 0117k Agarcy ElMosum erodnso. This doouna•t1%mote Hpnlnq It doac not you to anyftlnp. 8lgnuefa bolt algnmra D�Ic 2/5/2025 Exhibit"C" Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB 1. REPRESENTATION CONFIRMATION AND ACKNOWLEDGEMENT OF DISCLOSURE. Buyer's Brokerage: eXp Commercial LLC Buyer's Agent(s): Mallisa Jackson, Julia Jones Seller's Brokerage: None. Seller's Agent(s): None. Check one (1)box in Section 1 below and one (1)box in Section 2 below to confirm that in this transaction, the brokerage(s) involved had the following relationship(s)with the BUYER(S) and SELLER(S). Section 1: A. ❑ The brokerage working with the BUYER(S) is acting as an AGENT for the BUYER(S). B. ❑The brokerage working with the BUYER(S) is acting as a LIMITED DUAL AGENT for the BUYER(S). C. ❑ The brokerage working with the BUYER(S) is acting as a LIMITED DUAL AGENT for the BUYER(S) and has an ASSIGNED AGENT acting solely on behalf of the BUYER(S). D. 0 The brokerage working with the BUYER(S) is acting as a NONAGENT for the BUYER(S). Section 2: ❑ ❑The brokerage working with the SELLER(S) is acting as an AGENT for the SELLER(S). ❑ ❑The brokerage working with the SELLER(S) is acting as a LIMITED DUAL AGENT for the SELLER(S). ❑ ❑ The brokerage working with the SELLER(S) is acting as a LIMITED DUAL AGENT for the SELLER(S), and has an ASSIGNED AGENT acting solely on behalf of the SELLER(S) ❑ ❑The brokerage working with the SELLER(S) is acting as a NONAGENT for the SELLER(S). Exhibit"C" Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB Each party signing this document confirms that he has received, read, and understood the Agency Disclosure Brochure adopted or approved by the Idaho Real Estate Commission and has consented to the relationship confirmed above. In addition, each party confirms that the brokerage's agency office policy was made available for inspection and review. EACH PARTY UNDERSTANDS THAT HE IS A "CUSTOMER" AND IS NOT REPRESENTED BY A BROKERAGE UNLESS THERE IS A SIGNED WRITTEN AGREEMENT FOR AGENCY REPRESENTATION. 2. RESPONSIBLE BROKER. The Responsible Broker in this transaction is Paul Pursell with eXp Commercial. D Sig tl by: Buyer: [1 nuuur 6mai'i Bg82�3843FD242— Name: Tanveer Kirmani Title: CFO Date: 2/5/2025 Seller: Name: Title: Date: Exhibit"C" Docusign Envelope ID:6F1D5B4A-DA7D-4F8A-BDFB-6EDED36735FB IDAHO FRAUD NOTICE Notice. Reeenily there has been a scam circulating which preyN on Bueers and Sellers of real es-tale transactions. This fraud is real and Ihere is evidence Df it hanncnine to individuals ride here in 1dahD. Please read this nutice carefully as ii haN been cmlinp ymctimc hundreds of thousands of dollars. HOW TO PROTECT YOURSELF: The best way to isolate yourself against this fraud ks not to utllize electronic means to transfer money pertaining to a real estate transaction (I.c_ETF,mire transfer,electronic check-direct deposit,etc...)_ if you choose to use an electronic ineans,protect ynurwif by never allowing transfer instructions to he communicated electronically or through the mall_ Never direct,accept er allow anyone in the transaction to consent to receiving transfer instructions without a direct personal telephone call to the Individual allegedly providing the instructions; It is imperative that this call he crude to a number obtained in person from the individual or through other reliable means(i.e_not from a number provided on the wire insimctioii)- HOW THE FRAUD WORKS, This fraud Is sophisticated and the exact rwflum s utilized by Air thieves Is unknown,but what is known Is they are somclio+,t-monitoring the electronic communications related to the transaction- Cyber stacking these communkcations allows the thleves to pose as a legitimate Buyer,Seller,Brokerage,Title Company or financial institution. They past as an Individual involved in the transaction by using actual logos taken from local wcbsltes,they use Individuals names,emall addresses and signature blacks_ They even use personal details to become chatty with the recipients and create the appearance of legitimacy. Then using the fake inrormatlon and the trust it creates they wait until the last minute prior to closing or funding and send alternate wire instructions which direct the funds to their hank accounts_ By the time any of the Individuals involved in the transacticros are a)i are of the rime it's far too late to take corrective action. The iindersigited hereby acknowledge(s)receipt of this notice and the risks associated with,and the vulnerabilities of ekamnic transfer of funds. The undersigned further agree drat if electronic transfer of funds is utilized in this transaclion they hereby Im Ad.the Brokerages,their agents and the designated title company harmless front al.]claims arising alit of inaccurate transfer inswuctians, fraudulent taking of said funds audlor any other damage relating to the conduct of third parties influencing the implementation of transfer Instructions. If this jiWce Is provided to a Buyer or Seller in con,)unetion with a representation agrccmmt or an agreement for compensation with and Tdaho licensed brokerage,it shall become a legal addendum to said agreement,supplementing the terms thereof_ Date of reprewntatlmilconpensatlon agreement EtlS'g tl by: I : 2/5/2025 esesDi.ree�en... Signature Date Signature Bate ❑Sel ler❑Buyer❑MA ❑Seller V Buyer❑NA Exhibit"C"