05-15-12 Meeting of the La Porte Development Corporation Board of Directors

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(v) all costs and expenses incurred by or on behalf of the Purchaser, including Purchaser’s attorneys’ fees; (vi)all premiums and fees for optional riders and amendments to the Basic Owner’s Title Policy and all costs related to issuance of any Mortgagee’s Title Policy; and (vii) such other incidental costs and fees customarily paid by purchasers of property in Harris County, Texas, for transactions of a similar nature to the transaction contemplated herein. Conditions to Closing. 8. Closing on the sale of the Property shall be conditioned upon: (i)Purchaser having executed the Restriction Agreement; (ii)Seller closing on the purchase of the Property from City pursuant to the City Sales Contract; and (iii)The zoning of the Property being amended, if necessary, and a Site Plan for the Property, if necessary, such that Purchaser may develop and use the Property for the Required Use as defined in the Restriction Agreement. If the Property is not zoned for such use or a Site Plan is not approved as of the Effective Date, Seller agrees to obtain the consent of City to allow Purchaser the right to file an application with City to seek an amendment to the zoning regulations affecting the Property and/or adopt a Site Plan to allow the Property to be used for the Required Use. Purchaser understands and acknowledges that City has not waived its legislative authority or is otherwise contractually obligated pursuant to the City Sales Contract to adopt any amendments to City’s Comprehensive Zoning Ordinance, as amended, or approve any particular Site Plan, Seller agrees to reasonably cooperate with Purchaser in the application for any zoning amendment or Site Plan approval requested by Purchaser and shall execute all necessary and appropriate instruments as owner of the Property. The application for rezoning the Property and/or approving a Site Plan shall be made in the name of either Seller or Purchaser as required under governing law; and (iv)The Property being replatted, if necessary, so that it constitutes one or more defined lots as determined in accordance with Seller’s subdivision ordinance. Seller agrees to reasonably cooperate and participate with Purchaser in the prosecution of any plat application for the replat of the Property so that the Property is identified as one or more separate and distinct lots as determined by Purchaser. If the conditions set forth in (ii), (iii), and/or (iv) have not been satisfied on or before ten (10) days prior to Closing, the Closing Date shall be extended for a period of thirty (30) days. If the conditions set forth in (iii), and/or (iv) have still not been approved by the end of said thirty.(30) day period, Purchaser may either (1) extend the Closing Date for an additional thirty (30) day period, (2) waive the condition and proceed to Closing, or (3) terminate this Agreement as Purchaser’s sole remedy. If the condition set forth in (ii) has still not been approved by the end of said thirty.(30) day period, Purchase shall only have the right to (1) extend the Closing Date for and additional (30) day period or (2) terminate this Agreement and receive a refund of the Earnest Money. PermittedExceptions. 9. ATTACHMENT I TO PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENTCORPORATION – PAGE 16