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

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WHEREAS, Developer desires to grant City an option to repurchase the Property in the event Developer fails to cause Commencement of Construction or Completion of Construction (hereinafter defined) of the Improvements in accordance this Restriction Agreement, subject to the terms and conditions hereafter set forth; NOW, THEREFORE, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Developer hereby agree as follows: Article I Property Subject to Declaration The Property shall be owned, held, leased, transferred, sold, mortgaged and/or conveyed by Developer and any subsequent owners (as such term is hereinafter defined for the term specified in Section 5.2), subject to the terms of this Restriction Agreement. Article II Definitions For purposes of this Agreement, the following words and phrases shall have the following meanings unless the context clearly indicates a different meaning: “Developer” means K. Belle Interests, a Texas limited liability company. “City” shall mean the City of La Porte, a Texas a home rule municipality located in the County of Harris, State of Texas. “City Manager” shall mean the City Manager of City. “Commencement of Construction” shall mean (i) the plans have been prepared and all approvals thereof required by applicable governmental authorities have been obtained for construction of the Improvements, (ii) all necessary permits for the construction of the Improvements have been issued by the applicable governmental authorities and (iii) construction of the elements of the building elements of the Improvements has commenced. “Completion of Construction” shall mean (i) substantial completion of the Improvements on the Land has occurred, and (ii) a certificate of occupancy or final inspection has been issued by City for occupancy of the Improvements for the Required Use by Developer. “Effective Date” shall mean the date this Agreement is signed by all parties hereto. “LPDC” shall mean the La Porte Development Corporation, a Texas non-profit corporation. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, by the order of a court resulting from any litigation brought by a third party to prevent or delay Developer’ development, construction, or operation, City delay of permits or ATTACHMENT I TO 908PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENTCORPORATION – PAGE 2