CONTRACT OF SALE

THIS CONTRACT OF SALE (“Contract”) is made as of the ____ day of ______, 19_____, by and between ______, a ______(“Seller”), and ______, a ______, or its designee (“Buyer”).

1. Purchase: Seller hereby agrees to sell and Buyer hereby agrees to purchase that certain real property located in the City of ______, County of ______, State of Florida, consisting of ______, more particularly described on Schedule I and shown as the “Site” on Exhibit“A”, Schedule I and Exhibit “A” being attached hereto and incorporated herein by this reference, together with all easements, rights and appurtenances thereto (“Subject Property”), all in accordance with the terms and conditions hereinafter set forth.

2. License for Entry: Seller understands that Buyer may construct retail facilities on the Subject Property, and Buyer is hereby granted a license to enter upon the Subject Property for all purposes reasonably related to a full and adequate determination of the suitability of the Subject Property for such purposes, including, without limitation, the right to conduct surveys, soils tests, engineering studies, and environmental tests and audits.

Buyer agrees to indemnify, defend and hold harmless Seller from any and all liability, claims, damages, expenses (including reasonable attorney’s fees and reasonable attorney’s fees on any appeal), judgments, proceedings and causes of action of any kind whatsoever, arising out of Buyer’s exercise of the license granted herein, unless caused by the willful or negligent act or omission of Seller, its agents, contractors or employees.

3. Purchase Price: The purchase price of the Subject Property is the sum of ______Dollars ($______).

An earnest money deposit of ______Dollars ($______) shall be deposited by Buyer with Escrow Holder (as defined in Paragraph5) within ten (10) days after the date of execution of this Contract by both parties. The earnest money deposit shall be deposited by Escrow Holder in an interest-bearing account in a federally insured financial institution acceptable to Buyer. The earnest money deposit (including all interest accrued thereon) shall be applied to the purchase price of the Subject Property. Except in the case of a default by Seller or a failure of Seller’s representations and warranties hereunder, the earnest money deposit shall become non-refundable if this Contract is not terminated prior to the expiration of the “Inspection Period” hereinafter defined.

4. Conditions Subsequent: Notwithstanding the execution of this Contract, Buyer may terminate this Contract without liability and obtain a refund of all amounts paid hereunder (including all interest accrued thereon) at any time prior to the expiration of one hundred twenty (120) days from the date of this Contract (the “Inspection Period”) unless at or prior to closing the following conditions have been satisfied or waived, in Buyer’s its sole and absolute discretion:

(a) Buyer determines that it is economically feasible to develop the Subject Property for Buyer’s intended uses.

(b) Seller’s title to the Subject Property shall be good and marketable and shall be free and clear of all liens, encumbrances, easements, assessments, restrictions, tenancies (whether recorded or unrecorded) and other exceptions to title, except the lien of taxes not yet due and payable and those exceptions approved in writing by Buyer (“Permitted Exceptions”).

(c) The Escrow Holder shall be prepared to obtain from Fidelity National Title Insurance Company or other title insurance company designated by Buyer, upon closing, an extended coverage ALTA Owner’s Policy of Title Insurance (FormB) or, at Buyer’s option, a title insurance binder for the issuance of an extended coverage ALTA Owner’s Policy of Title Insurance (FormB), in the full amount of the purchase price, insuring that marketable fee simple title to the Subject Property is vested in Buyer or Buyer’s designee, subject only to the Permitted Exceptions.

5. Escrow Holder: Prior to closing, an escrow shall be opened with Bogin, Munns & Munns, Suite 1100, 250 North Orange Avenue, Orlando, Florida 32801 (“Escrow Holder”). Seller shall deposit therein a duly executed and acknowledged Warranty Deed conveying the Subject Property and all of Seller’s right, title and interest in and to all streets, alleys and rights-of-way adjacent thereto to Buyer or Buyer’s designee, or portions to Buyer’s designees, subject only to the Permitted Exceptions, together with instructions to deliver and record the Warranty Deed when the Escrow Holder is in a position to pay the purchase price to Seller. After all of the conditions of closing as set forth in Paragraph4 have been satisfied or waived, Buyer shall deposit into escrow the balance of the purchase price with instructions to disburse the same to Seller upon recordation of Seller’s Warranty Deed and issuance of the title insurance policy or binder required by Paragraph4(c).

6. Closing: Closing shall be on a date mutually agreed upon by the parties, such date to be within thirty (30) days following the waiver or satisfaction of the conditions set forth in Paragraph 4 hereof, and on which date the Warranty Deed to Buyer shall be recorded and the full purchase price paid to Seller. Possession passes to Buyer on closing.

7. Section1445 Affidavit: At or prior to the time of closing, Seller shall deliver to Buyer an affidavit in compliance with Section1445 of the Internal Revenue Code providing Seller’s United States taxpayer identification number and business address and stating whether or not Seller is a “foreign person” as defined in the Internal Revenue Code and regulations applicable thereto (“Code”). In the event Seller fails to deliver such affidavit or is a “foreign person” as defined in the Code, Buyer shall be entitled to withhold from the purchase price, and to pay to the Internal Revenue Service, such amounts as are required to be withheld by the Code, and Seller agrees to cooperate with Buyer and to furnish Buyer with such tax forms and information as are reasonably required to insure Buyer’s compliance with the Code.

8. Costs: Buyer shall pay the cost of recording the Warranty Deed conveying the Subject Property to Buyer. Any escrow fees shall be paid equally by both parties. Taxes, rentals and utilities shall be prorated as of the time of closing. All other costs including, without limitation, all other recording fees, state documentary stamps, transfer taxes, excise taxes, assessments for improvements completed prior to the date hereof, whether levied or not, and all title insurance premiums shall be paid by Seller.

9. Commissions: All brokerage commissions associated with this transaction shall be paid by Seller from the purchase price out of escrow, and Seller agrees to indemnify, defend and hold harmless Buyer from any and all liability, claims, damages, expenses (including reasonable attorney’s fees and reasonable attorney’s fees on any appeal), judgments, proceedings and causes of action of any kind whatsoever arising out of the claims of any person for any such commission.

10. Warranty:

(a) Seller warrants and represents that Seller has authority to enter into this Contract and to grant the license granted in Paragraph2 and that Seller holds marketable fee simple title to the Subject Property. In the event of breach of this warranty, Buyer may, in addition to all other remedies provided by law or by the terms of this Contract, terminate this Contract without liability and obtain a refund of all amounts paid hereunder (including all interest accrued thereon), and Seller shall reimburse Buyer for all direct and indirect costs incurred by Buyer in reliance on this Contract.

(b) Seller warrants and represents that it has no knowledge of any underground storage tanks or of any hazardous substances, pollutants, contaminants or hazardous wastes as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), Resource Conservation and Recovery Act (“RCRA”), as amended, or any other similar local, state or federal law, rule or regulation, including, without limitation, asbestos, PCB’s, petroleum and petroleum products, and urea-formaldehyde, having been produced, released, stored or deposited over, under or upon the Subject Property by any person whatsoever.

Seller agrees to indemnify, defend and hold harmless Buyer from any and all liability, claims, damages, expenses (including reasonable attorney’s fees and reasonable attorney’s fees on any appeal), judgments, proceedings and causes of action of any kind whatsoever, arising out of or in any way connected with Seller’s breach of the warranties and representations set forth in this subparagraph(b).

(c) The warranties and representations set forth in this Paragraph10 shall constitute continuing warranties and representations, shall be deemed to be true and correct as of the date of closing of Buyer’s purchase of the Subject Property from Seller, and shall survive the closing of Buyer’s purchase of the Subject Property from Seller.

11. Time: In the event all of the conditions set forth in Paragraph4 have not been met or waived in writing by Buyer within one hundred twenty (120) days after the date of this Contract and Buyer shall not have otherwise terminated this Contract, either party (provided such party is not then in default of this Contract) may at any time thereafter, so long as said conditions have not been met or waived in writing by Buyer, terminate this Contract upon fifteen (15) days prior written notice to the other party, and upon the expiration of said fifteen (15) days this Contract shall terminate, unless prior to the expiration of said fifteen (15) days, such conditions shall be met or waived in writing by Buyer. In the event of any such termination, both parties shall be released from any further obligations hereunder except for liabilities, actual or contingent, which arose prior to the date of termination.

12. Casualty: Should the improvements, if any, on the Subject Property be damaged or destroyed by fire or other casualty prior to the time of closing, Buyer, at Buyer’s sole option, may elect either (i)to terminate Buyer’s obligation to purchase the Subject Property by giving written notice to Seller at any time prior to the time of closing and obtain a refund of all amounts paid hereunder (including all interest accrued thereon), or (ii)to complete the purchase of the Subject Property with the purchase price being reduced by an amount equal to the fair market value of the improvements (or portion thereof) damaged or destroyed.

13. Condemnation: Should any entity having the power of condemnation decide prior to the time of closing to acquire all or any portion of, or any interest in, the Subject Property, Buyer, at Buyer’s sole option, may elect either (i)to terminate Buyer’s obligation to purchase the Subject Property by giving written notice to Seller at any time prior to the time of closing and obtain a refund of all amounts paid hereunder (including all interest accrued thereon), or (ii)to complete the purchase of the Subject Property with Seller immediately appointing Buyer its attorney-in-fact to negotiate with said condemning entity as to its interest in the Subject Property and assigning to Buyer all amounts to be awarded for the Subject Property. Seller agrees to provide Buyer, within ten (10) days after Seller’s receipt of same but in no event later than the time of closing, written notice of any actual or threatened condemnation proceeding.

14. Successors: This Contract shall be binding on the heirs, successors, assigns and personal representatives of the parties hereto.

15. Attorney’s Fees: In the event either party initiates or defends any legal action or proceeding in any way connected with this Contract, the losing party in any such action or proceeding shall pay the prevailing party in any such action or proceeding its reasonable costs and attorney’s fees (including its reasonable costs and attorney’s fees on any appeal).

16. Default:

(a) Neither party shall be deemed to be in default of this Contract except upon the expiration of thirty (30) days (ten [10] days in the event of failure to pay money) from receipt of written notice from the other party specifying the particulars in which such party has failed to perform its obligations under this Contract unless such party, prior to expiration of said thirty (30) day period (ten [10] days in the event of failure to pay money), has rectified the particulars specified in said notice of default.

(b) In the event of a default, the non-defaulting party may:

(i) Terminate this Contract upon written notice to the defaulting party, obtain a refund of all amounts paid hereunder (including all interest accrued thereon), and recover from the defaulting party all damages incurred by the non-defaulting party;

(ii) Seek specific performance of this Contract, and, in addition, recover all damages incurred by the non-defaulting party. The parties declare it to be their intent that this Contract may be specifically enforced;

(iii) Perform or pay any obligation or encumbrance necessary to cure the default and offset the cost thereof from monies otherwise due the defaulting party or recover said monies from the defaulting party; and

(iv) Pursue all other remedies available at law, it being the intent of the parties that remedies be cumulative and liberally enforced so as to adequately and completely compensate the non-defaulting party.

17. Notices:

(a) All notices given pursuant to this Contract shall be in writing and shall be given by personal service, by United States mail or by United States express mail or other established express delivery service (such as Federal Express), postage or delivery charge prepaid, return receipt requested, addressed to the appropriate party at the address hereinafter set forth: