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

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Title, Survey, and Environmental Reports. 4.2. (a)Not later than the fifteenth (15th) business day after the exercise of the Option, Developer shall, at Developer’ expense, deliver to City: (i)a current commitment for an Owner’s Policy of Title Insurance from the Title Company for the portion of the Property to be conveyed to City, setting forth the state of title to the Property together with any easements or restrictions (existing or created pursuant hereto) benefiting or burdening the Property, together with all exceptions or conditions to such title; (ii)legible copies of all documents referenced in the Title Commitment; (iii)any environmental studies or reports that Developer may have in its possession with respect to the Property; and, (iv)tax certificate(s) regarding the payment of ad valorem taxes for current and prior years. (b)Upon any exercise of the Option, City shall have the right, at its sole option, to cause a boundary or “as-built” survey of the Property to be made by a certified land surveyor selected by it. Such survey shall be made at the sole cost and expense of City. (c)City shall, not later than twenty (20) days after City’s receipt of the last of the Survey and Title Commitment, notify Developer and Title Company of any objections to the Survey or Title Commitment. If there are objections by City, Developer shall in good faith attempt to satisfy them prior to Closing. If Developer delivers written notice to City not later th than the tenth (10) calendar day after Developer’ receipt of City’s objections that Developer is unable tosatisfy such objections, City may either waive such objections and accept title as Developer is able to convey or terminate the exercise of the Right by written notice to Developer and the Title Company. Closing. 4.3. (a)The closing of the sale of the Property identified in the notice exercising the Option shall occur not later than sixty (60) calendar days following the date of exercise of the Option unless otherwise extended by written agreement of Developer and City. (b) At the closing, Developer shall deliver to City: (i)a special warranty deed, in form and substance substantially similar to the form used to convey the Property to Developer pursuant to the Purchase Agreement, conveying good and indefeasible title to the Property described in the notice exercising the Option and/or the survey obtained by City (whichever is the most accurate description) to City, free and clear of any and all encumbrances except the Permitted Exceptions, save and except such oil, gas, and other minerals as may have been reserved by prior grantors; ATTACHMENT I TO 908PURCHASE AND SALE AGREEMENT: CITY OF LA PORTE TO LA PORTE DEVELOPMENTCORPORATION – PAGE 5