THIS PURCHASE AGREEMENT AND ESCROW ... - LBAMspray.com

(b) The parties acknowledge and agree that (i) Buyer's purchase and development of
the Property may occur prior to the establishment ofcertain covenants, conditions and restrictions to be
imposed on the Property, including, without limitation, building and design standards and required
property owner association membership (collectively, the "Development Guidelines") and (ii) Buyer
will need to commence development ofthe Property upon satisfactory expiration ofthe Due Diligence
Period but before the New Zoning is implemented and the Development Guidelines become effective,
and, therefore, Buyer and Seller hereby agree as follows:
(i) Temporary Possession and Use. In order to accommodate Buyer's
development schedule for the Property, upon the satisfactory expiration of the Due Diligence Period
where no termination notice has been issued under Section 8(b) below, but prior to the implementation
of the New Zoning and the satisfaction of all Buyer's conditions in Section 15(a) below, Seller, as
lessor, and Buyer, as lessee, have executed a Permit and Right of Entry to allow Buyer to begin site
work (the "Permit and Right ofEntry Agreement," attached hereto as Exhibit B). No rent or other fees
will be due from Buyer to Seller under the Permit and Right of Entry Agreement. The Buyer was
permitted to begin grading and excavation of the Property prior to the adoption of the rezoning, but
shall not be permitted to begin construction of the foundation until the New Zoning has been adopted
by the City.
(ii) Cost Reimbursement. If the New Zoning is not effective by January 15,
2009, Buyer and Seller will attempt to find an acceptable alternative that will allow the Buyer to build
the Facility. In the event, however, that Buyer makes a business determination that there is not an
acceptable alternative to allow Buyer to achieve timely construction of the Facility under its current
schedule, the Buyer may terminate this Agreement without any liability whatsoever to Seller (except as
provided under the Permit and Right of Entry), and Seller shall reimburse Buyer for the actual hard
costs of site preparation and construction of the foundation incurred by Buyer on the subject Property
through such date. Seller shall reimburse such costs to Buyer within five (5) days of Seller's receipt of
documentation ofsuch costs.
(iii) Building and Design Standards. It is anticipated that Seller will not have
finalized the Development Guidelines for Juniper Ridge prior to Buyer's purchase and development of
the Property. Buyer and Seller agree to use commercially reasonable efforts to approve the building
and design standards for the Property so that the manufacturing facility to be built by Buyer complies
with the anticipated Development Guidelines to be imposed on Juniper Ridge. In this regard, the
design of the building shall be approved by the Seller's architect who will evaluate the proposed
building for consistency with the Les Schwab corporate headquarters. Buyer and Seller agree that so
long as the design and building standards used to build Buyer's manufacturing facility are approved by
Seller's architect, as provided above, Buyer's manufacturing facility shall be deemed to be in
compliance with the Development Guidelines once such guidelines are imposed on Juniper Ridge. The
parties hereto will direct their consultants (i.e., Seller's consultant preparing the Development
Guidelines and Buyer's architect) to coordinate on the building design. It is hereby agreed that as long
as the building design is reasonably consistent with the Les Schwab corporate headquarters located in
Juniper Ridge, as reasonably determined by Seller's architect on or before November 15, 2008, Buyer's
design will be approved by Seller.
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