PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (“Agreement”) is made by and between WRECKS, INC.

(“Seller”), and TOWN OF WHITESTOWN REDEVELOPMENT COMMISSION (“Buyer”), on the following

terms and conditions as of the _____ day of ________________, 2018 (the “Effective Date”).

1. Property. Seller does hereby agree to convey to Buyer, and Buyer does hereby agree to

purchase from Seller, upon the terms and conditions hereinafter set forth, the approximately 134.9± acres

of real property approximately depicted on Exhibit A attached hereto and incorporated herein by this

reference, located at 7060, 7279, 7530, and 7534 South Indianapolis Road in Whitestown, Boone County,

Indiana, together with all rights, privileges, easements, appurtenances, and other rights arising from or

appertaining thereto, and together with all structures, fixtures, systems, improvements, topsoil, trees,

timber, landscaping, other crops and plants and minerals located thereunder or thereon and any

entitlements and development rights, but specifically excluding all proceeds, cash or other assets of Seller

(the “Property”). For purposes of this Agreement, the Property is divided into four (4) areas

approximately depicted on Exhibit A and separately defined as follows (“Area(s)”):

Area Acreage General Description Tax Parcel ID

Area A 31.27 7279 S. Indianapolis Rd (the “Baseball

Site”) 06-04-07-000-008.000-021

Area B 5

5 acre portion at northeast corner of

7530 S. Indianapolis Rd (the “Fire

Station Site”)

06-04-06-000-011.000-021

Area C 18.37 +

30.77

Remainder of 7530 S. Indianapolis Rd

and all of 7534 S Indianapolis Rd (the

“Beachfront Site”)

06-04-06-000-011.000-021

06-03-01-000-035.000-020

Area D 49.49 7060 S. Indianapolis Rd (the “Salvage

Yard Site”) 06-04-07-000-005.000-021

Total 134.9

2. Purchase Price. The total purchase price for the Property shall be Six Million Five

Hundred Thousand Dollars ($6,500,000.00) (the “Purchase Price”), apportioned to each Area as follows:

Property Purchase Price

Area A $1,700,000.00

Area B $250,000.00

Area C $2,400,000.00

Area D $2,150,000.00

Total $6,500,000.00

The Purchase Price for each Area (subject to any credits and other adjustments as provided herein) shall

be paid at the respective Closings under the Takedown Schedule (both as hereinafter defined) in

immediately available funds.

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3. Deposit. Within five (5) business days of the Effective Date, Buyer shall deposit with

First American Title Insurance Company (“Escrow Agent”) having its address as set forth in Section 13

the sum of Fifty Thousand Dollars ($50,000.00) (the “Deposit”). The Deposit shall be applied as a credit

to the Purchase Price at the last of the Closings (as hereafter defined); otherwise, the Deposit shall be

disbursed, forfeited and/or retained in accordance with this Agreement.

In the event that a dispute arises with respect to the distribution of any funds held by Escrow Agent, the

Escrow Agent may apply to a court of competent jurisdiction for an order determining the party or parties

to whom such deposit shall be paid or interplead such funds. All costs of such proceedings together with

all reasonable attorneys’ fees and costs incurred by the Escrow Agent and the prevailing party or parties

in connection therewith shall be paid by the unsuccessful party or parties to such proceeding. The term

“prevailing party” as used in this Agreement means the net winner in a legal or equitable proceeding,

taking into account the claims pursued, the claims on which the pursuing party was successful, the

amount of money sought, the amount of money awarded, and offsets or counterclaims pursued

(successfully or unsuccessfully) by the other party. If a written settlement offer is rejected and the

judgment or award finally obtained is equal to or more favorable to the offeror than an offer made in

writing to settle, the offeror is deemed to be the prevailing party from the date of the offer forward.

4. Contingency Periods.

(a) Primary Contingency Period. Buyer shall have until 11:59 p.m. on the date

which is sixty (60) days after the Effective Date (the “Primary Contingency Period”) to investigate the

feasibility of Buyer’s intended development of the Property, to determine its dissatisfaction with the

Property, and to negotiate the terms and conditions of the Remediation Agreement (as hereinafter

defined). Solely for purposes of the due diligence and remediation of Unknown Conditions (hereinafter

defined) as otherwise set forth in this Agreement, the Buyer’s intended development will be deemed to be

substantially similar to the development plan attached hereto as Exhibit D and incorporated herein by this

reference (the “Development Plan”), (the “Intended Development”). Notwithstanding anything to the

contrary in this Agreement, at any time on or before the expiration of the Primary Contingency Period,

Buyer shall have the right, at Buyer’s sole discretion, to terminate this Agreement for any reason

whatsoever, including but not limited to (i) Buyer’s dissatisfaction with the Surveys or the Title

Commitments, or (ii) the failure of the parties to enter into the Remediation Agreement (individually, a

“Primary Contingency” and collectively, the “Primary Contingencies”). In the event Buyer does not

elect to terminate this Agreement pursuant to this subsection, within three (3) days of the expiration of the

Primary Contingency Period, Buyer shall pay directly to Seller the sum of Two Hundred Thousand and

No/100 Dollars ($200,000.00) (the “Additional Deposit”). The Additional Deposit shall be non-

refundable except as a result of the termination of this Agreement as explicitly provided in Sections 4(c),

6(c) or 8(a), or pursuant to Section 17, but be applied as a credit against the Purchase Price at the last of

the Closings.

(b) Secondary Contingency Period. Buyer shall have until 11:59 p.m. on the date

which is one hundred fifty (150) days after the Effective Date (the “Secondary Contingency Period”) to

investigate the feasibility of Buyer’s Intended Development with respect to Area D only, and the physical

condition of Area D only, to obtain all necessary inspections, analyses, assessments, reports, and reviews

related to the condition of Area D only, or Buyer’s ability to develop Area D only for Buyer’s Intended

Development. Notwithstanding anything to the contrary in this Agreement, at any time on or before the

expiration of the Secondary Contingency Period, Buyer shall have the right, at Buyer’s sole discretion, to

terminate this Agreement for any reason whatsoever, including (i) Buyer’s dissatisfaction with any

environmental issues on the Property, or (ii) failure to obtain financing to Buyer’s satisfaction, but

specifically excluding (1) the Primary Contingencies, (2) any reason related to Area A, Area B, or Area

C, (3) the Chlorinated Solvent Contamination or the Other Known Environmental Conditions of the

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Property (as hereinafter defined), and (4) any reason not related to the Intended Development. In

addition, if Buyer fails to receive, at least seven (7) days before the expiration of the Secondary

Contingency Period, a comfort letter to Buyer from Indiana Brownfields with contents and/or conditions

reasonably acceptable to Buyer (the “Comfort Letter”), then Buyer shall have the right, at Buyer’s sole

discretion, to terminate this Agreement before the expiration of the Secondary Contingency Period (the

“Comfort Letter Contingency”).

(c) Termination of Agreement. In the event Buyer elects to terminate this

Agreement pursuant to this Section, Buyer shall deliver written notice to Seller prior to the expiration of

the Contingency Period that Buyer has elected to terminate this Agreement (“Termination Notice”). If

Buyer fails to timely deliver the Termination Notice prior to the expiration of the Primary Contingency

Period, this Agreement shall automatically continue, and the Deposit shall be disbursed by Escrow Agent

to Seller and shall thereafter be non-refundable except as a result of the termination of this Agreement

pursuant to Sections 6(c), 8(a), or 17. If Buyer timely delivers the Termination Notice and terminates

this Agreement within the Primary Contingency Period, the Deposit shall be immediately returned to

Buyer; and Buyer and Seller shall have no further right or obligation pertaining to the purchase and sale

of the Property, except as to any obligations which expressly survive termination of this Agreement. If

Buyer terminates this Agreement after the expiration of the Primary Contingency Period, but during the

Secondary Contingency Period, the Deposit and Additional Deposit shall be retained by Seller, except as

a result of the termination of this Agreement pursuant to Sections 6(c), 8(a), or 17, and Buyer and Seller

shall have no further right or obligation pertaining to the purchase and sale of the Property, except as to

any obligations which expressly survive termination of this Agreement. Nothing in this Section 4 shall

limit Buyer’s right to terminate the Agreement pursuant to any express right granted to Buyer elsewhere

herein.

5. Property Information. Seller shall provide to Buyer, or make available at a mutually

agreed location to Buyer or its counsel, within fifteen (15) business days of the Effective Date full and

complete copies to the extent they are in Seller’s possession of any and all (a) survey(s), plats, and other

drawings of the Property; (b) any contracts, leases, or other agreements applicable or relating to the

Property; (c) engineering plans for the Property; (d) reports or notices from any governmental body

relating to all or any part of the Property; (e) inspection reports, letters, test results, advisories and other

similar documents relating to the existence or nonexistence of Hazardous Materials (as hereinafter

defined) and/or underground storage tanks (including any Phase 1 or Phase 2 Environmental Site

Assessment) related to or affecting the Property; (f) soil and geological tests and reports for the Property;

(g) plans for improvements to the Property; (h) architectural drawings of improvements made or proposed

to be made to the Property; (i) governmental, quasi-governmental or utility approvals or permits for the

Property; (j) any covenants, commitments, and restrictions applicable to the Property; (k) zoning

information; (l) drainage and grading information and materials for the Property; (m) soil and flood

control conditions, information and materials for the Property; (n) traffic studies and/or reports for the

Property; (o) information pertaining to wetlands for the Property; (p) permits of any kind associated with

the Property; (q) complete information about any commitment, impact fees or other fees, charges or

obligations which remain unpaid or unperformed in connection with the Property; (r) any engineering

plans, construction plans, plats, and all other governmental approvals; (s) any recorded or unrecorded

document that imposes any architectural restrictions on the Property; and (t) all other writings or

information in Seller’s possession or control pertaining to the Property or the development thereof

(collectively, the “Reports”). Copies of any Reports not in Seller’s possession or control upon the

execution of this Agreement or not yet obtained but which are obtained or come into Seller’s possession

or control prior to Closing shall be delivered to Buyer within three (3) business days thereafter, but in no

event later than five (5) days prior to Closing. If Seller does not possess an item referenced above, Seller

shall reasonably cooperate with Buyer to obtain such information at Buyer’s sole cost and expense. In the

event this Agreement is terminated, Buyer shall immediately return the original Reports to Seller and

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immediately destroy any copies of the Reports (and immediately direct its employees, officers,

shareholders, attorneys, directors, agents, contractors, and assigns to do the same), except to the extent

such destruction is prohibited by applicable law.

6. Title and Survey Review.

(a) Within twenty (20) days of the Effective Date, Seller shall, at its sole cost and

expense, obtain and provide Buyer with a copy of a current title commitment for an owner’s policy of title

insurance from Escrow Agent in favor of Buyer for each separate Area of the Property for the Purchase

Price of that Area, together with legible copies of all of Schedule B items, and all other recorded items

pertaining to the Property (each, a “Title Commitment” and collectively, the “Title Commitments”).

Buyer shall be responsible for the cost of any endorsements requested by Buyer. Prior to the expiration of

the Primary Contingency Period, Buyer may, at its sole cost and expense, obtain a survey of the Property

or any Area prepared by a licensed Indiana surveyor made in accordance with 2016 minimum standard

detail requirements for ALTA/NSPS land title surveys with Table A Items 1-5, 6(a), 7(a) (if applicable),

8, 11, 13, 16-19, and 20 ($1,000,000) (or such other or different Table A Items as Buyer shall elect in its

reasonable discretion) (the “Surveys”). Buyer, at its sole cost and expense, within twenty (20) days after

the resolution of all Objections (as hereinafter defined and as set forth below), shall initiate the

proceedings to split the portion of the Property that is identified as Tax Parcel ID 06-04-06-000-011.000-

021 (the “Platted Parcel”) to both parties’ reasonable satisfaction and to split the Platted Parcel to create

Area B and that portion of the Platted Parcel that comprises Area C. Buyer, at its sole cost and expense,

shall effectuate a plat of the Platted Parcel (the “Plat”) prior to the Closings of Area B and Area C;

provided, however, the parcel split and recordation of the Plat shall not be required if the parties mutually

determine such split and recordation is not required to legally effectuate the conveyance of Area B to the

Buyer. Seller and Buyer agree to cooperate with each other to effectuate the split of the Platted Parcel if

the parties mutually determine the Plat is not required, but some other action, consent, or agreement is

required.

(b) Prior to the expiration of the Primary Contingency Period, Buyer may object to

any matters disclosed by the Title Commitments or Surveys (the “Objections”) by delivering written

notice of objection (the “Objection Notice”) to Seller. Following Buyer’s initial Objections, if (i)

Escrow Agent subsequently issues any amendment to any Title Commitment which shows any additional

exception to title or new requirement (other than updated property tax or other assessments), or (ii) any

Survey is updated and shows any additional exception or other matter not revealed in the original Survey;

Buyer shall be entitled to object to any such additional matter by delivering an Objection Notice to Seller

and to Escrow Agent on or before ten (10) business days after Buyer’s receipt of any new or amended

Title Commitment (or ten (10) business days after Buyer’s receipt of any new or amended Survey, as

applicable). If Buyer fails to deliver an Objection Notice objecting to any matter set forth in any Title

Commitment or any Survey, or any new or amended Title Commitment or Survey, within the relevant

time periods prescribed above, Buyer shall be deemed to have approved such matters.

(c) If Buyer timely delivers any Objection Notice pursuant to Section 6(b) above,

Seller shall deliver a written notice (a “Response”) to Buyer within ten (10) business days after receiving

the Objection Notice (the “Response Period”), which Response shall state whether or not Seller shall

cure the Objections (and the failure to provide the Response within the Response Period shall be deemed

to constitute an election of Seller not to cure any such Objections); provided, however, that Seller shall,

on or before the applicable Closing Date (as herein defined) for each Area and at Seller’s sole cost and

expense, satisfy any mortgages, deeds of trust, deeds to secure debt, liens, or other similar monetary

encumbrances affecting the Property or Area and shall cause any leases affecting the Property or Area to

be terminated and the tenant thereunder to surrender any possessory rights it has with respect to the

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Property or Area (and all of Seller’s obligations under or relating to each of the foregoing shall be paid

and performed as and when due prior to or at the Closing) (the “Required Removal Exceptions”).

If Seller elects, or is deemed to have elected, to cure one or more Objections, then Seller shall cure such

Objection within the earlier of thirty (30) days after the delivery of the Response (or the due date for

delivery of a Response in the event Seller fails to provide a Response) or the expiration of the Primary

Contingency Period; provided, however, if additional time is required to cure one or more Objections,

then Seller shall have an additional period of up to sixty (60) days to cure such Objections so long as such

cure has been commenced within such thirty (30) day period or before the expiration of the Primary

Contingency Period, as the case may be, and is being diligently pursued to completion.

If Seller elects, by timely delivery of the Response, not to remove one or more Objections (other than

Required Removal Objections which Seller is required to cure), then, within the later of the expiration of

the Primary Contingency Period or thirty (30) days after Buyer’s receipt of the Response, Buyer may

elect in writing to either (i) terminate this Agreement, in which event the Deposit (and the Additional

Deposit) shall be returned to Buyer, and the parties shall have no further rights or obligations hereunder,

except for those which expressly survive any such termination, or (ii) waive any Objections that Seller

refuses to cure and proceed with the transactions pursuant to the remaining terms and conditions of this

Agreement. Failure of Buyer to respond in writing within such period shall be deemed an election by

Buyer to waive such Objections and proceed to the Closings. If Buyer has conditionally waived an

Objection (based upon Seller’s statement in the Response), and the condition is not satisfied by the

Closing, Seller shall be deemed to be in default under this Agreement. Subject to the immediately

preceding sentence, in the event that Buyer waives an Objection, such exception shall be part of the

Permitted Exceptions (as herein defined) hereunder.

Except as contemplated by this Agreement, Seller agrees not to (i) place any additional consensual liens,

consensual encumbrances or easements against the Property; (ii) enter into any new lease, agreement of

sale, option or any other agreement or contract affecting the Property; or (iii) amend or modify any

existing easement or encumbrance on the Property (including, without limitation, any declaration of

covenants, conditions, and restrictions for the Property) following the Effective Date; without in each case

Buyer’s advance written consent. The Closing Dates (as herein defined) shall be automatically extended

to allow all time periods in Sections 6(b) and 6(c) to run fully and such dates shall be independent of the

Primary Contingency Period (i.e., the expiration of the Primary Contingency Period shall not limit or

waive Buyer’s right to terminate the Agreement for any unresolved Objections not resolved in accordance

with timeframes set forth above).

(d) As used in this Agreement, the term “Permitted Exceptions” shall collectively

mean: (i) the exceptions to title reflected in a Title Commitment to which Buyer has not objected (or

having objected thereafter waives or is deemed to waive its objections thereto) pursuant to this Section 6;

(ii) any unpaid taxes and assessments, which Buyer is required to pay under Section 9 below; and (iii)

any other matters expressly acknowledged as a “Permitted Exception” in writing by Buyer under or by the

express terms of this Agreement.

7. Approvals; Seller’s Cooperation. Seller hereby acknowledges and agrees that Buyer

may seek (if deemed necessary by Buyer in its sole and absolute discretion), during the term of this

Agreement and at Buyer’s sole cost and expense, any and all permits, approvals, reliance letters, plats,

entitlements with respect to the Property or any Area, and such other approvals and consents Buyer deems

to be reasonably necessary or convenient to develop the Property in a manner consistent with Buyer’s

plan of development (collectively, the “Development Approvals”). Seller acknowledges that such

Development Approvals may include, without limitation, rezoning of the Property or any Areas,

obtaining an appraisal report on all or any part of the Property (the “Appraisal Report(s)”), seeking

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special exceptions, variances of development standards, development plan approvals, wetland filling and

mitigation approvals, and subdivision approvals. Seller hereby agrees to reasonably cooperate with Buyer

in connection with Buyer’s efforts to obtain any such Development Approvals with respect to the

Property, provided, however, any commitments or restrictions imposed on the Property shall be

conditioned upon Buyer’s closing of the purchase of the Property. In connection with such cooperation,

Seller shall from time to time, as reasonably requested by Buyer, and at Buyer’s sole cost and expense,

sign any documents, instruments, consents and/or letters which are reasonably necessary or appropriate in

connection with Buyer’s obtaining any such Development Approvals with respect to the Property. In no

event shall Seller interfere with, delay or otherwise oppose any of Buyer’s efforts to obtain any

Development Approvals with respect to the Property. Notwithstanding anything to contrary contained

herein, the Appraisal Report(s) shall be prepared, at Buyer’s sole cost and expense, by a licensed Indiana

real estate appraiser who is selected by Buyer and in good standing with the State of Indiana and the

Appraisal Institute, and which appraiser(s) is otherwise reasonably acceptable to Seller.

8. Conditions to Closing.

(a) Buyer’s obligation to purchase the Property is subject to the satisfaction of the

following conditions precedent on or as of Closing, unless an earlier date is specified in this Agreement:

(a) Seller’s representations and warranties set forth in this Agreement are materially true, complete and

correct; (b) Seller has materially performed all of its obligations to be performed by Seller hereunder and

has satisfied its covenants set forth herein; (c) Escrow Agent shall be unconditionally committed as of

Closing to issue to Buyer an ALTA extended owner’s policy of title insurance, with coverage in the

amount of the Purchase Price and insuring good and marketable fee simple title to the subject Area free

and clear of all matters except the Permitted Exceptions (the “Title Policy”); (d) there shall be no material

adverse change in the condition of or conditions affecting the Property not caused by Buyer, including,

but not limited to, material adverse conditions relating to (i) environmental conditions, (ii) access, (iii) the

availability, adequacy and reasonable cost (other than Buyer’s construction costs) of or for all utilities that

will be necessary to serve Buyer’s proposed development, or (iv) fees or costs imposed by any

governmental authority; and (e) all Objections have been satisfied or waived. At any time or times on or

before the date specified for the satisfaction of any condition, Buyer may elect to waive the benefit of any

such condition set forth in this Section 8 as to any or all of the Property; provided that any such written

waiver to be binding must specifically refer to this Section 8 to be effective as a waiver of any such

condition. In the event any of the conditions set forth in this Section 8 are neither waived nor fulfilled for

any reason other than default by Buyer, Buyer may terminate this Agreement, in which event the Deposit

and Additional Deposit shall be returned to Buyer, and the parties shall have no further rights or

obligations hereunder, except for those which expressly survive termination. Notwithstanding the

foregoing sentence, in the event any condition is not satisfied as a result of Seller’s default, Buyer

reserves any rights and remedies as are afforded Buyer pursuant to the terms of Sections 10 and 17.

(b) Seller’s and Buyer’s obligations under this Agreement are further subject to

Seller and Buyer mutually executing an agreement pertaining to the environmental condition of the

Property and the costs and responsibilities to be allocated between the parties in connection with that

condition (the “Remediation Agreement”) during the Primary Contingency Period. The parties shall

negotiate the Remediation Agreement in good faith. If, on or before the expiration of the Primary

Contingency Period, despite their good faith efforts to do so, Buyer and Seller have not agreed to and

executed the Remediation Agreement, then either party shall have the right to terminate this Agreement,

and neither party shall have any further rights or obligations hereunder, except for those which expressly

survive. The Remediation Agreement shall provide for, among other things, the following after the

Closing of Area D (except items (ix) and (x) below which shall begin at execution of the Remediation

Agreement):

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(i) Seller shall agree to complete the remediation of or mitigation activities

required by the groundwater plume containing chlorinated solvent impacts generally located in the

northeast portion of Area D at the the Property (the “Chlorinated Solvent Contamination”);

(ii) Seller’s agreement to indemnify, defend, and hold Buyer harmless from

and against any and all claims, proceedings, lawsuits, causes of action, governmental agency orders or

directives, demands, actions, judgments, fines, settlements, liens, penalties, taxes, oversight costs,

damages, costs and expenses (including assessment, remedial, removal, response, abatement, clean-up

and monitoring costs and the fees charged by governmental agencies, reasonable attorneys’ fees and legal

costs and consultant and expert fees of whatever kind or nature) resulting from or relating to failure of

Seller to complete remediation or other appropriate mitigation of the Chlorinated Solvent Contamination;

(iii) Seller’s obligations with respect to the Chlorinated Solvent

Contamination shall terminate upon delivery to Buyer of a Certificate of Completion from IDEM, a

Covenant Not To Sue from the State of Indiana, a No Further Action letter, or its substantial equivalent

with respect to the Chlorinated Solvent Contamination, or such other determination by IDEM that any

corrective action obligations under applicable environmental laws to eliminate exposure pathways that

may exist to the Chlorinated Solvent Contamination have been completed;

(iv) Buyer’s reasonable approval as to any plans and specifications for the

Seller’s remediation and/or mitigation work with respect to the Chlorinated Solvent Contamination, the

applicable consultants and contractors for completion thereof, and a schedule for implementing such

work;

(v) Buyer shall agree to remediate, mitigate, or manage the solid waste

and/or soil impacted with various contaminants of concern on Area D other than the Chlorinated Solvent

Contamination described above (the “Other Known Environmental Conditions”). “Other Known

Environmental Conditions” means the presently existing environmental condition of the Property as

known by, disclosed to, or reported to IDEM (as hereinafter defined) or as indicated by, identified by, or

contained in the documents listed in the schedule attached hereto as Exhibit B and incorporated herein by

this reference, the Reports, or the documents provided to Buyer during the Primary Contingency Period;

(vi) Buyer’s agreement to indemnify, defend, and hold Seller harmless from

and against any and all claims, proceedings, lawsuits, causes of action, governmental agency orders or

directives, demands, actions, judgments, fines, settlements, liens, penalties, taxes, oversight costs,

damages, costs and expenses (including assessment, remedial, removal, response, abatement, clean-up

and monitoring costs and the fees charged by governmental agencies, reasonable attorneys’ fees and legal

costs and consultant and expert fees of whatever kind or nature) resulting from or relating to the Buyer’s

failure to complete remediation or other appropriate mitigation of the Other Known Environmental

Conditions.

(vii) Buyer’s obligations with respect to the Other Known Environmental

Conditions shall terminate upon delivery to Buyer of a Certificate of Completion from IDEM, a Covenant

Not To Sue from the State of Indiana, a No Further Action letter, or its substantial equivalent with respect

to the Other Known Environmental Conditions, or such other determination by IDEM that any corrective

action obligations under applicable environmental laws to eliminate exposure pathways that may exist to

the Other Known Environmental Conditions have been completed.

(viii) Seller’s reasonable approval as to any plans and specifications for

Buyer’s remediation and/or mitigation work with respect to the Other Known Environmental Conditions,

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the applicable conslutants and contractors for completion thereof, and a schedule for implementing such

work;

(ix) Seller’s and Buyer’s obligation to cooperate with each other, including

but not limited to Seller providing Buyer and its agents reasonable access to the Property as provided by

this Agreement, in connection with the discovery of any environmental condition(s) existing on the

Property (except the Other Known Environmental Condition of the Property) (the “Unknown

Conditions”), and to reasonably and mutually determine the costs and responsibilities to be allocated

between the parties for the clean-up, remediation, and monitoring of the Unknown Conditions; provided,

however, any objections to the Unknown Conditions made by Buyer must be in connection with the

negative impact the Unknown Conditions would reasonably cause on the Buyer’s Intended Development;

and

(x) Seller’s and Buyer’s engagement of a mutually chosen third party

consultant to determine the necessity and amount, if any, of escrow funds to be escrowed by Seller for the

clean-up, remediation, mitigation and monitoring of the (1) Chlorinated Solvent Contamination on Area

D prior to the Third Closing referred to in Section 9 if Seller’s work and/or obligations with respect to the

Chlorinated Solvent Contamination have not been completed prior to such closing or (2) any Unknown

Conditions as to which the parties have specifically agreed in writing shall be the responsibility of Seller

prior to the Closing on the Area on which such Unknown Conditions are located if such Unknown

Conditions have not previously been addressed and resolved.

(c) Buyer’s obligation to close on Area C and Area D is contingent on Buyer’s

receipt of the Comfort Letter.

9. Closing.

(a) The consummation of a sale and the conveyance of the Property to Buyer shall

occur in a series of three (3) or fewer closings (“Closing(s)”) pursuant to the following takedown

schedule:

Takedown Schedule

Takedown Deadline for Closing Property Acreage

First Closing June 30, 2019 Area A 31.27

Second Closing June 30, 2019 Area B 5

Third Closing Later of (i) June 30, 2019,

or (ii) 30 days after Buyer’s

receipt of the Comfort

Letter

Area C and Area D 18.37 + 30.77

+ 49.49

Total 134.9

(the “Takedown Schedule”). The Closings shall occur on or before June 30, 2019 (or, in the case of the

Third Closing, the later of (i) June 30, 2019, or (ii) 30 days after Buyer’s receipt of the Comfort Letter)

(the “Drop Dead Date”) and upon ten (10) days’ notice from Buyer to Seller (each respective deadline

for Closing, a “Closing Date”), and two or more closings may be combined into a single closing in

Buyer’s reasonable discretion. Notwithstanding the foregoing, in no event shall the Third Closing occur

prior to January 1, 2019, or after October 1, 2019 (the “Outside Closing Date”). In the event the

Closings do not occur on or before the Drop Dead Date or, in the case of the Third Closing only, on or

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before the Outside Closing Date, for any reason other than default by Seller, Seller shall be permitted to

terminate this Agreement as to any Area not yet closed. In such event, this Agreement shall be deemed

terminated, and the parties shall have no further rights or obligations hereunder except for those

obligations which expressly survive any such termination. Without limiting the foregoing, Buyer shall

have no other liability (other than the forfeiture of its Deposit and the Additional Deposit) in the event the

Agreement is terminated as set forth in the preceding sentence; and any and all other legal and equitable

rights and remedies which Seller may have against Buyer as a result of Buyer’s default are hereby

waived. Nothing in the foregoing shall, however, release Buyer from its obligation to indemnify Seller

under Sections 10 and 19. Seller waives all other rights and remedies available at law or in equity.

Notwithstanding anything to the contrary contained herein, none of the Closings may occur prior to

execution of the Remediation Agreement and the expiration of the Primary Contingency Period and

Secondary Contingency Period, unless Buyer waives its right to terminate this Agreement for any and all

reasons except for failure of the Comfort Letter Contingency in Section 4(b) or those provided in

Sections 8(a) and 17; however, in no event shall Buyer be permitted to close on Area C and Area D

(which shall occur simultaneously at the Third Closing) without waiving its right to terminate this

Agreement for any and all reasons except those provided in Sections 8(a) and 17.

(b) The Closings shall occur at the office of Escrow Agent or at such other place as

Seller and Buyer may otherwise mutually agree. Seller shall convey the Areas to Buyer by limited

warranty deed (subject only to the Permitted Exceptions) in form and content prepared by Buyer, subject

to Seller’s reasonable approval (each, a “Deed”).

(i) At each Closing, Seller shall deliver to Buyer: (i) a Deed, (ii) a title

affidavit in the form required by the Escrow Agent in order to issue the Title Policy without the standard

exceptions for non-survey matters and including “gap coverage”, (iii) a non-foreign affidavit as required

by Section 1445(b)(2) of the Internal Revenue Code, (iv) an IRS Form 1099-S, (v) evidence of its

organizational authority to consummate the sale, all in form and substance acceptable to Buyer and

Escrow Agent, (vi) an Indiana Sales Information Form as required by Ind. Code §6-1.1-5.5, (vii) any

consent, affidavits and certifications required by Section 10, (viii) any documents required to release or

address any Required Removal Exceptions (including, without limitation, original mortgage releases for

all recorded mortgages); (ix) the tax proration agreement described in Section 9(e), if applicable, and (x)

any and all other documents reasonably required by the Escrow Agent.

(ii) At each Closing, Buyer shall pay the Purchase Price for the applicable

Area(s) and shall execute and deliver to Seller: (i) evidence of its organizational authority to consummate

the purchase, all in form and substance acceptable to Seller and Escrow Agent, (iii) an Indiana Sales

Information Form as required by Ind. Code §6-1.1-5.5, (iv) any consent, affidavits and certifications

required by Section 10, (v) the tax proration agreement described in Section 9(e), if applicable, and (vi)

any and all other documents reasonably required by the Escrow Agent.

(c) Buyer shall pay the costs and expenses associated with the following: (i) all fees

due to its attorneys, (ii) all costs of Buyer’s due diligence, including fees due to its consultants and

attorneys, (iii) all lenders’ fees and all other costs and fees related to any financing to be obtained by

Buyer, (iv) all recording, TIEFF fees and filing charges in connection with the instruments by which

Seller conveys any of the Property, (v) one-half of all escrow and closing charges for each Closing, (vi)

except as otherwise provided herein, any endorsement fees related to the Title Policy, (vii) the costs of the

Survey, and (viii) other costs for Buyer’s due diligence.

(d) Seller shall pay the following costs and expenses associated with the transaction:

(i) all fees due to its attorneys, (ii) all costs incurred in connection with causing the Escrow Agent to

remove any title matters to the extent Seller specifically agrees in writing or as otherwise required herein,

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to cause removal of such, (iii) one-half of all escrow and closing charges for each Closing, and (iv) all

premiums for each Title Policy for the Areas in the amount of the Purchase Price for each respective Area

(excluding endorsements unless required to resolve an Objection pursuant to Section 6). The obligations

of the parties under Sections 9(c) and 9(d) shall survive the Closing (and not be merged into the deed) or

any earlier termination of this Agreement.

(e) Buyer shall assume and pay all special assessments for municipal improvements

with respect to the Property which are confirmed of record and become a lien after the calendar year in

which the respective Closing occurs. Seller shall pay all such taxes accruing during and prior to the

calendar year in which the respective Closing occurs at each respective Closing, escrowing with the

Escrow Agent an amount equal to one hundred percent (100%) of the present tax rate if the applicable tax

rate has not been set. Any taxes not assumed by Buyer and which are not due and payable at the Closing

shall be allowed to Buyer as a credit against the Purchase Price of that Area at the Closing, and Seller

shall not be liable thereafter for such taxes. Any such prorations shall be final and shall not be subject to a

reproration following Closing of that Area. If the Area is not separately assessed, the Seller and Buyer

shall execute a tax proration agreement at the Closing which shall (i) provide for the timely payment of

real estate taxes on the tax parcel(s) comprising the Areas by Seller until such time as the taxes for the

Area is separately assessed in the name of and billed separately to Buyer, (ii) reimbursement of Seller by

Buyer of Buyer’s equitable share of taxes for which it is responsible as provided above, and (iii) include

such terms and conditions as are reasonably acceptable to the parties. The provisions of this Section 9(e)

shall survive the respective Closing (and not be merged into the Deeds).

10. Brokers. Seller represents and warrants to Buyer that except for Stephen Daum/Colliers

International representing Seller (“Seller’s Broker”) that Seller has not contacted or entered into any

agreement with any real estate broker, agent, finder, or any other party in connection with this transaction

and that Seller has not taken any action which would result in any real estate broker's finder’s, or other

fees or commissions being due or payable to any other party with respect to this transaction. Buyer

represents and warrants to Seller that Buyer has not contacted or entered into any agreement with any real

estate broker, agent, finder, or party in connection with this transaction and that Buyer has not taken any

action which would result in any real estate broker's, finder’s, or other fees or commissions being due and

payable to any other party with respect to this transaction. Each party hereby indemnifies, protects,

defends and agrees to hold the other party harmless from any loss, liability, damage, cost, or expense

(including, but not limited to, reasonable attorneys' fees) resulting to the other party from a breach of the

representation and warranty made by such party herein. Seller agrees to pay any commission or fee owed

to Seller’s Broker, which sums shall be payable at the Closings in accordance with one or more separate

agreements by and between Seller and Seller’s Broker. The provisions of this Section 10 shall survive

each Closing (and not be merged into the Deeds) and any termination of this Agreement.

11. Seller’s Representations, Warranties and Covenants. Seller represents, warrants and

covenants (where applicable) to Buyer as of the date of this Agreement, and upon each Closing hereunder

shall be deemed to represent and warrant and covenant (where applicable), as follows:

(a) Seller is the owner in fee simple of the Property. Seller has the full power and

authority to execute this Agreement and to consummate the transactions contemplated herein and all

necessary action has been taken to duly authorize the execution and delivery of this Agreement and all

documents and instruments contemplated by this Agreement, and the performance by Seller of the

covenants and obligations to be performed and carried out by it hereunder.

(b) Seller is not prohibited from consummating the transactions contemplated by this

Agreement by any law, rule, regulation, instrument, agreement, order or judgment.

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(c) Except as identified in the documents listed in the schedule attached hereto as

Exhibit B, Seller has not received any notice of, and to the best of Seller’s actual knowledge there does

not exist, any current material violations of any laws, statutes, ordinances, regulations, including but not

limited to, zoning, building, subdivision, pollution, environmental protection, water disposal, health, fire

and safety engineering codes, and the rules and regulations of any governmental authority having

jurisdiction over the Property, or existing, pending or anticipated litigation or other claim, action, suit or

proceeding involving the Property. During the term of this Agreement, Seller shall materially comply

with any and all covenants, conditions, restrictions, laws, statutes, rules, regulations, ordinances, and

notices given by any governing authority applicable to the Property and shall maintain the Property in its

present state of repair and in substantially the same condition as of the date of this Agreement, reasonable

wear and tear and loss by casualty excepted (subject to the provisions of Section 14).

(d) Except as identified in the documents listed in the schedule attached hereto as

Exhibit C and incorporated herein by this reference, there are no leases, tenancies, options, rights of first

refusal, licenses, or other agreements applicable to or affecting the Property (including, without

limitation, farming and/or other agricultural leases). Except as identified in the documents listed in the

schedule attached hereto as Exhibit C, and for the rights of public and/or private utilities, to the best of

Seller’s actual knowledge, no third party has any right to utilize or possess the Property; there are no

adverse parties in possession of any portion of the Property; and there are no encroachments by Seller on

the property of others or others on the Property.

(e) Except for those matters identified in the documents listed in the schedule

attached hereto as Exhibit B, to the best of Seller’s actual knowledge, neither Seller nor any third party

has used, generated, manufactured, stored or disposed of any Hazardous Materials (including, without

limitation, petroleum products, polychlorinated biphenyls (“PCBs”), or any other substance) at, on, under

or about the Property; and Seller has received no notice of any violations of any local, state or federal

statutes or laws governing the generation, treatment, storage, disposal or clean-up of Hazardous Materials.

Except as identified in the schedule attached hereto as Exhibit B, to Seller’s knowledge (i) there is not

now, nor has there ever been on or in the Property underground storage tanks or any PCBs used in

hydraulic oils, electrical transformers or other equipment, and (ii) no portion of the Property is located

within a one hundred (100) year flood plain. Seller shall not, nor permit a third party (to Seller’s

knowledge) to, use, manufacture, generate, store or dispose of any Hazardous Materials in, at, on, under

or about the Property. Seller has no actual knowledge of any third party that has any information relevant

to the environmental condition of the Property which it has not disclosed to Buyer. “Hazardous

Materials” shall mean any toxic, radioactive, caustic or otherwise hazardous substance, including

petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent

elements displaying any of the foregoing characteristics. The term Hazardous Materials includes, without

limitation, any substance regulated under any federal, state or local statutes, laws (including case law),

regulations, ordinances, rules, judgments, orders, decrees, codes, plans, injunctions, permits, or other

governmental restrictions, relating to human health, the environment or to emissions, discharges or

releases of pollutants, contaminants, toxic substances, hazardous substances (as defined by Ind. Code §

13-11-2-98) or wastes into the environment including, without limitation, ambient air, surface water,

ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment,

storage, disposal, transport, or handling of pollutants, contaminants, hazardous materials or wastes or the

clean-up or other remediation thereof.

(f) Except for those matters specifically listed in the schedules attached hereto as

Exhibit B and Exhibit C, and for the rights of public and/or private utilities, no commitments have been

made by Seller to any governmental authority, utility company, school board, church or other religious

body, homeowners’ association or any other organization, group or individual relating to the Property

which would impose an obligation upon Buyer or its successors or assigns; including, without limitation,

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any commitments or obligations to make any contributions or dedications of money or land to construct,

install or maintain any improvements of a public or private nature, on or off the Property; to pay any

money or perform any obligation; or which would otherwise affect the ownership or development of the

Property by Buyer.

(g) To the best of Seller’s actual knowledge, all assessments that are liens against the

Property are shown in the official records of the taxing authorities in whose jurisdiction the Property is

located; to the best of Seller’s actual knowledge no improvements (site or area) have been constructed or

installed by any public authority, the cost of which may be assessed in whole or in part against any part of

the Property in the future; and Seller has not been notified of any possible improvements planned within

the next three years that may create an assessment against any part of the Property.

(h) Seller is not, nor will it become, a person or entity with whom U.S. persons or

entities are restricted from doing business under regulations of the Office of Foreign Asset Control

(“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated

Nationals and Blocked Persons List) or under any statute, executive order (including the September 24,

2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit,

Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage

in any dealings or transactions or be otherwise associated with such persons or entities.

(i) To the best of Seller’s actual knowledge, there are no jurisdictional wetlands,

flood hazard areas, or waters of the State of Indiana or United States on the Property.

(j) Seller has materially complied (or cured any material non-compliance) and will

continue to materially comply with the terms, conditions and provisions of any and all agreements

affecting the Property.

(k) Seller’s execution of this Agreement and consummation of the transactions

contemplated hereby does not and will not (i) result in a breach of or default under any indenture,

agreement, instrument or obligation to which Seller is a party, or (ii) to the best of Seller’s actual

knowledge violate any applicable law.

(l) Seller is not involved in any proceedings by or against Seller in any court under

the U.S. Bankruptcy Code or any insolvency or debtor’s relief act, whether state or federal, or for the

appointment of a trustee, receiver, liquidator, assignee, sequestrator or other similar official of a

substantial part of Seller’s property; and to the best of Seller’s actual knowledge, there are no other

actions, suits or proceedings pending, threatened, or anticipated affecting the Property or relating to

Seller’s ownership and ability to convey Property to Buyer.

(m) Except as identified in the documents listed in the schedule attached hereto as

Exhibit B, to Seller’s knowledge, no foreign material and/or fill has been placed on the Property.

All references in this Section 11 or elsewhere in this Agreement and/or in any other document or

instrument executed by Seller in connection with or pursuant to this Agreement to “Seller’s knowledge”

or “to the best of Seller’s actual knowledge” and words of similar import shall refer solely to facts within

the actual, current knowledge of Stacy A. Maurer and Elizabeth K. Maurer, and shall not be construed to

refer to the knowledge of any other employee, officer, director, shareholder or agent of Seller or any

affiliate of Seller, and shall in no event be deemed to include imputed or constructive knowledge.

Notwithstanding anything to the contrary contained herein, neither Stacy A. Maurer nor Elizabeth K.

Maurer, nor any of their respective agents, representatives or designees shall be liable for any inaccuracy

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or breach by Seller of the representations and warranties contained in this Section 11 and any inquiries

into any matters pertaining to this Section 11.

The foregoing representations, warranties, and covenants, and any representations, warranties,

and covenants set forth elsewhere herein, are true and correct on the Effective Date; shall be true and

correct and in full force and effect, as the case may be, and deemed to have been reaffirmed and restated

by Seller as of the date and time of each Closing on the Property or any Area thereof; and shall survive

Closing of the respective Area(s) by the earlier of (i) six (6) months from the date of such Closing, or (ii)

December 31, 2019, except as otherwise set forth elsewhere, and shall not be merged upon delivery of the

deed, and shall inure to the benefit of and be enforceable by Buyer, its successors and assigns. In the

event Seller becomes aware that any representation or warranty is untrue, inaccurate or incorrect or that

any covenant of Seller has been breached, Seller shall deliver written notice to Buyer thereof within two

(2) business days of obtaining such knowledge (but, in any event, prior to the Closing). Seller shall

reimburse and indemnify, defend and hold harmless Buyer and its officers, members, partners,

employees, agents, successors and assigns, from and against all liability, liens, claims, fines, causes of

action, costs (including reasonable attorneys’ fees and costs), expenses, damages and losses whatsoever

arising from or related to any breach of warranty or covenant or misrepresentation made by Seller herein

or in any document, certificate or exhibit given or delivered in connection herewith. Notwithstanding

anything to the contrary set forth in this Agreement, (i) Seller’s aggregate liability for its breach or default

of any covenant, agreement, representation, or warranty contained in this Agreement or in any document

executed by Seller pursuant to this Agreement or in any other instruments delivered at Closing (each, a

“Claim”), shall not exceed, in the aggregate, One Hundred Thousand and No/100 Dollars ($100,000.00),

and (ii) Seller shall not be liable for any Claims which in the aggregate do not exceed Fifty Thousand and

No/100 Dollars ($50,000.00). The cap on Seller’s liability as set forth in this Section 11 shall not apply

to any liability of Seller under Section 11(a), 11(b), or 11(e) hereof; provided, however, a cap on Seller’s

liability with respect to Section 11(e) shall be addressed in the Remediation Agreement. This

indemnification is in addition to any remedies set forth in Section 17 and shall survive each Closing (and

not be merged into the Deeds).

12. Buyer’s Representations, Warranties, and Covenants. Buyer represents, warrants and

covenants (where applicable) to Seller as of the date of this Agreement, and upon each Closing hereunder

shall be deemed to represent and warrant and covenant (where applicable), as follows:

(a) Buyer’s execution and delivery of this Agreement and consummation of the

transactions contemplated by this Agreement are within Buyer’s authority and capacity and all requisite

action has been taken to make this Agreement a valid and binding obligation of Buyer in accordance with

its terms.

(b) Buyer’s execution of this Agreement and consummation of the transactions

contemplated hereby does not and will not (i) result in a breach of or default under any indenture,

agreement, instrument or obligation to which Buyer is a party, or (ii) to Buyer’s actual knowledge violate

any applicable law.

(c) Buyer shall restore and repair any damage to the Property caused by Buyer’s

inspections or testing.

The foregoing representations, warranties, and covenants, and any representations, warranties, and

covenants set forth elsewhere herein, are true and correct on the Effective Date; shall be true and correct

and in full force and effect, as the case may be, and deemed to have been reaffirmed and restated by

Buyer as of the date and time of each Closing on the Property or any Area thereof; and shall survive

Closing of each Area by the earlier of (i) six (6) months from the date of such Closing, or (ii) December

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31, 2019, except as otherwise set forth elsewhere herein, and the termination of this Agreement and shall

not be merged upon delivery of the Deeds, and shall inure to the benefit of and be enforceable by Seller.

In the event Buyer becomes aware that any representation or warranty is untrue, inaccurate or incorrect or

that any covenant of Buyer has been breached, Seller shall deliver written notice to Buyer thereof within

two (2) business days of obtaining such knowledge (but, in any event, prior to the Closing). Buyer shall

reimburse and indemnify, defend and hold harmless Seller and its officers, members, partners, employees,

agents, successors and assigns, from and against all liability, liens, claims, fines, causes of action, costs

(including reasonable attorneys’ fees and costs), expenses, damages and losses whatsoever arising from or

related to any breach of warranty or covenant or misrepresentation made by Buyer herein or in any

documents, certificate or exhibit given or delivered in connection herewith. This indemnification is in

addition to any remedies set forth in Section 16 and shall survive each Closing (and not be merged into

the Deed(s)).

13. Notices. Any notice, request, demand, consent, approval and other communications

under this Agreement shall be in writing, and shall be sent by the following means (and deemed duly

given or made) at the time and on (a) the date when sent if sent by email (provided that such

communication shall be sent during regular business hours on regular business days (otherwise delivery

shall be deemed on the next succeeding business day) and so long as a duplicate copy is sent the same day

by U.S. mail; (b) the date delivered when personally delivered; or (c) the following business day after

being sent overnight by a nationally recognized delivery service (such as FedEx, UPS Next Day Air or

Airborne Express) that assures same or next day delivery and provides a receipt, to the address for each

party set forth below.

Seller:

Wrecks, Inc.

1389 W. 86th Street, #358

Indianapolis, IN 46260

Attn: Stacy A. Maurer and

Elizabeth K. Maurer

Email: maurerek@comcast.net and

samaurer@juno.com

With Copy to: Bingham Greenebaum Doll LLP

2700 Market Tower

10 West Market Street

Indianapolis, IN 46204

Attn: Matthew T. Troyer

Telephone: 317-968-5419

Email: mtroyer@bgdlegal.com

and

Taft Stettinius & Hollister LLP

One Indiana Square, Suite 3500

Indianapolis, IN 46204

Attn: Thomas F. O’Gara

Telephone: 317-713-3610

Email: togara@taftlaw.com

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Buyer:

Whitestown Redevelopment Commission

6210 Veterans Drive

Whitestown, IN46075

Attn: Dax Norton

Telephone: 317-732-4530

Email: dnorton@whitestown.in.gov

With Copy to:

Bose McKinney & Evans LLP

111 Monument Circle, Suite 2700

Indianapolis, IN 46204

Attn: Stephen C. Unger

Telephone: 317-684-5465

Email: sunger@boselaw.com

Escrow Agent:

First American Title Insurance Company

211 N. Pennsylvania St., Suite 1250

Indianapolis, IN 46204

Telephone: 317-616-2213

Email: mochavez@firstam.com

14. Casualty. All risk of loss or damage to the Property shall be borne by Seller until each

respective Closing. In the event that all or any portion of the Property is damaged, Seller shall

immediately notify Buyer orally and in writing thereof. In such event, Buyer may (i) elect to terminate

this Agreement, or (ii) elect to proceed with the transactions as to all Areas and in which event Buyer

shall be entitled to all insurance proceeds (together with any deductible for which Seller is responsible

thereunder); provided, however, if such loss or damage occurs after the first Closing, Buyer may not elect

to terminate this Agreement pursuant to this Section. If Buyer elects to terminate the Agreement as

hereinabove provided, it shall notify Seller within sixty (60) days after Buyer has received written notice

of such damage or destruction.

15. Condemnation. If at any time after the Effective Date until the last of the Closings (i) all

or any portion of the Property is taken by eminent domain or condemnation or is otherwise the subject of

a pending taking which has not been consummated; or (ii) Seller receives written notice or offer from any

condemning authority for any portion of the Property; Seller shall promptly thereafter notify Buyer

thereof in writing and, if such taking occurs prior to the first Closing, Buyer shall have the option to

terminate this Agreement upon written notice to the Seller given not later than sixty (60) days after receipt

of Seller's notice. If Buyer elects to terminate this Agreement, this Agreement shall terminate, and the

parties shall have no further rights or obligations hereunder except for those rights and obligations which

expressly survive any such termination. If Buyer does not elect to terminate this Agreement, Buyer shall

have the right to either:

(i) relinquish all rights in and to the portion of the Property to be

condemned in which event (w) the term “Property” as used herein shall thereafter refer to the Property

less and except the portion thereof to be taken by such condemnation, (x) Buyer shall have no further

rights or obligations with regard to the to-be-condemned land; (y) the Purchase Price shall be reduced on

a prorata basis based on the acreage of the Property actually acquired; and (z) Seller shall be entitled to all

proceeds from such to-be-condemned land; or

(ii) elect to continue the Agreement and participate in the condemnation

proceedings in which event Buyer shall have standing to join in all such proceedings and negotiations. In

such event, if the condemnation action (including any related action on damages) is completed prior to

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Closing: (y) the term “Property” as used herein shall thereafter refer to the Property less and except the

portion thereof to be taken by such condemnation, and (z) Buyer shall be entitled to a credit against the

Purchase Price for all proceeds paid or to-be-paid to Seller by the condemning authority therefor. If the

condemnation action (including any related action on damages) is not completed prior to a respective

Closing: (y) the term “Property” as used herein shall include the portion thereof to be taken by such

condemnation, and (z) Buyer shall be entitled to all proceeds for all sums paid by the condemning

authority therefor and Seller shall assign any and all rights thereto to Buyer.

16. Default by Buyer. If Buyer defaults hereunder, which default is not cured within thirty

(30) days of Buyer’s receipt of written notice specifying the nature of the default, Seller shall, as its sole

right and remedy, be permitted to terminate this Agreement as to any Area not yet closed and immediately

thereupon, receive the Deposit and the Additional Deposit, if already due from or paid by Buyer, it being

hereby agreed that Seller’s damages in the event of a default by Buyer hereunder are uncertain and

difficult to ascertain, and that such sum constitutes a reasonable estimation of the amount of liquidated

damages for such breach under the circumstances existing at the time this Agreement is entered into and

is intended not as a penalty, but as full liquidated damages. In such event, this Agreement shall be

deemed terminated, and the parties shall have no further rights or obligations hereunder except for those

obligations which expressly survive any such termination. Without limiting the foregoing, Buyer shall

have no other liability (other than the forfeiture of its Deposit and the Additional Deposit, if already due

from or paid by Buyer) in the event Buyer defaults or fails to perform hereunder; and any and all other

legal and equitable rights and remedies which Seller may have against Buyer as a result of Buyer’s

default are hereby waived. Nothing in the foregoing shall, however, release Buyer from its obligation to

indemnify Seller under Sections 10 and 19. Seller waives all other rights and remedies available at law

or in equity.

17. Default by Seller. If Seller defaults hereunder, which default is not cured within thirty

(30) days of Seller’s receipt of written notice specifying the nature of the default, then Buyer shall in

addition to any other rights or remedies available at law or in equity be permitted to either: (i) terminate

this Agreement in its entirety by giving written notice to Seller, whereupon the Deposit and the

Additional Deposit (if paid by Buyer) shall be immediately returned to Buyer and the parties shall have

no further rights or obligations hereunder, except for those which expressly survive any such termination;

or (ii) Buyer shall be entitled to file suit for specific performance of the terms and provisions of this

Agreement. Notwithstanding anything in the foregoing to the contrary, the foregoing remedies shall not

be in lieu of, but in addition to, Buyer’s right to indemnity under Section 10.

18. General. Time is of the essence hereof. This Agreement represents the entire agreement

of the parties, and may only be amended or modified in writing executed by all parties hereto. This

Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs,

personal representatives, successors and assigns. This Agreement shall be construed as a whole and in

accordance with its fair meaning and without regard to any presumption or other rule requiring

construction against the party drafting this Agreement. Each party has reviewed this Agreement and has

had the opportunity to have it reviewed by legal counsel. Buyer is acquiring the Property from Seller and

is not the successor of Seller, and Buyer does not assume or agree to pay or indemnify Seller or any other

party against any liability, obligation or expense of Seller except as expressly set forth herein. The waiver

of any default by Seller or Buyer shall not be construed as a continuing waiver, or a waiver or any

subsequent default of the same or any other provision of this Agreement. Possession of each Area shall

pass at the Closing of that Area. In the event of any action to enforce the terms of this Agreement, the

prevailing party (as defined in Section 3) shall be entitled to costs and reasonable attorneys’ fees from the

other party. This Agreement may be executed in counterparts. Faxed or emailed signatures are

acceptable as original signatures. If the date for performance of any obligation hereunder or the last day

of any time period provided herein shall fall on a Saturday, Sunday or legal holiday, then said date for

17

performance or time period shall expire on the first day thereafter which is not a Saturday, Sunday or

legal holiday. All terms and provisions and any other writing or oral communications between the parties

are superseded.

19. Inspection. Prior to Closing for any respective Area, Buyer or its agents or designees

shall be entitled to enter upon the respective Area (and the Property to the extent required to access the

respective Area) for the purpose of inspecting same, conducting boundary, wetland, geotechnical,

environmental and topographical surveys, feasibility studies, soil tests, groundwater tests, borings,

asbestos and percolation tests and other tests needed to determine surface, subsurface and environmental

and topographic conditions of the Property, including any and all improvements located thereon. Prior to

any on-site physical inspections or investigations, Buyer shall provide Seller with no less than two (2)

business days’ notice (email is sufficient) and, with respect to Area D, Buyer shall coordinate access with

Seller. All work performed shall be performed without cost or expense to Seller, and Buyer shall

indemnify and hold Seller harmless from any personal injury, property damage or other loss or liability as

a result of said entry, except to the extent that any such liability or loss is caused by Seller’s negligence or

willful misconduct. Notwithstanding the foregoing, such indemnification and hold harmless obligation

shall not extend to liability or loss associated with, or arising out of the discovery or disturbance of pre-

existing hazardous substances or other physical conditions except to the extent exacerbated by Buyer or

its agents or designees. Notwithstanding the foregoing, in the event that any of Buyer’s actions on the

Property cause damage to any crops being cultivated on the Property, Buyer shall reimburse Seller at the

rate of Two Hundred Dollars ($200.00) for each acre that has been materially damaged by Buyer’s

activities. Such sums shall be prorated to reflect the actual area damaged by Buyer’s activities (i.e., ½

acre of crop damage = $100.00) and shall be payable within 30 days of Buyer’s receipt of an invoice

therefor from Seller. Seller shall be solely responsible for reconciling any damages with its tenant under

any applicable lease, and Buyer shall bear no liability or obligation to such tenant. This provision shall

survive the Closing of each Area for a period of one (1) year after the Closing of that Area and shall not

be merged upon delivery of any deed and shall inure to the benefit of and be enforceable by Seller, their

heirs, personal representatives, successors and assigns.

20. Severability. Wherever possible, each provision of this Agreement shall be interpreted

in such manner as to be valid under applicable law, but if any provision shall be invalid or prohibited

thereunder, such provision shall be ineffective to the extent of such prohibition or invalidation but shall

not invalidate the remainder of such provision or the remaining provisions.

21. [Intentionally Deleted].

22. Cooperation. Buyer and Seller agree to execute and/or deliver to each other or to

Escrow Agent, as appropriate, such other instruments and documents as may be reasonably necessary to

fulfill the covenants and obligations to be performed by such party pursuant to this Agreement.

Consistent with the provisions of Section 7, Seller shall reasonably cooperate with and assist Buyer in

obtaining all of the Development Approvals for Buyer’s proposed development of the Property.

23. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN

ANY PROCEEDINGS BROUGHT BY THE OTHER PARTY IN CONNECTION WITH ANY

MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS

AGREEMENT, THE PROPERTY, OR THE RELATIONSHIP OF BUYER AND SELLER

HEREUNDER. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE LAST

CLOSING (AND NOT BE MERGED THEREIN) OR ANY EARLIER TERMINATION OF THIS

AGREEMENT.

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24. Risk of Loss. The risk of loss for damage to any portion of the Property and all liability

to third persons until the last Closing thereon shall, except as otherwise expressly provided herein, be

borne by Seller.

25. Confidentiality. Seller agrees to keep confidential the economic terms of this

Agreement, including, without limitation, the Purchase Price, except as required by applicable law, by

direction of a court of law, or to its employees, accountants, attorneys and bankers. Buyer acknowledges

the confidential nature of any information developed or obtained by Buyer with regard to the Known

Environmental Condition of the Property and the Unknown Conditions. Buyer shall keep all such

information and data confidential and shall refrain from disclosing such information and data to any third

party not retained or employed by Buyer in connection with this Agreement, except as otherwise agreed

to by Seller, or as required to be disclosed by law, by direction of a court of law, or to its employees,

accountants, attorneys and bankers. The obligations under this provision shall survive the expiration or

termination of this Agreement.

26. Assignment. Buyer may assign this Agreement without the consent of Seller, if such

assignment occurs after the expiration of the Primary Contingency Period and Seller’s receipt of the

Additional Deposit, so long as such assignee jointly assumes in writing all of Buyer’s obligations

hereunder. However, no such assignment shall release the Buyer from its obligations hereunder and

Buyer shall remain primarily liable under this Agreement. Seller acknowledges and agrees that Buyer

may seek one or more third parties to develop all or a portion of the Property and Buyer shall be permitted

to direct that Seller convey all or a portion of the Property at Closing to any such third parties rather than

to Buyer. In such scenario, Seller acknowledges and agrees that Seller shall reasonably cooperate with

such direction, including executing deeds, customary affidavits and other instruments in favor of such

third parties.

27. Governing Law and Venue. This Agreement shall be governed by and construed under

the laws of the State of Indiana. Notwithstanding anything in this Agreement to the contrary, the parties

understand and acknowledge that Buyer is an Indiana municipality and is accordingly limited and bound

by various procedural and substantive restrictions and requirements under applicable laws, ordinances,

resolutions, rules, and regulations, which govern the purchase of the Property and supersede any terms,

agreements, or understandings inconsistent therewith. Any legal action filed for breach of this Agreement

shall be filed in Boone County, Indiana.

28. Like Kind Exchange. Buyer acknowledges that Seller may desire to transfer the

Property in a like-kind exchange, and Buyer agrees to cooperate and participate, at Seller’s request, in

transfer of the Property in such a like-kind exchange under Section 1031 of the Internal Revenue Code of

1986, as amended, so long as (a) such transaction is at no additional cost to Buyer, (b) Buyer does not

have to take title to or convey any other property in connection with such exchange, and (c) Seller shall

protect, defend (with counsel satisfactory to Buyer), indemnify and hold harmless Buyer, its employees,

officers, shareholders, attorneys, directors, agents, contractors, assigns and successors-in-interest, from all

loss, cost, expense, obligation, liability, and/or damages that Buyer might ever experience or suffer

(including costs of attorneys and other legal representation) in whole or in part related to or in connection

with Buyer’s participation in such an exchange. Buyer shall not be required to take title to the Property

from a trustee, escrow agent or any party other than Seller. It is the intent of the parties that Buyer incur

no income tax liability as a result of cooperating with Seller or any persons comprising Seller in

consummating a like-kind exchange, and that Buyer shall have no responsibility or liability for the tax

consequences to Seller or any other person of such efforts to effect a like-kind exchange, Buyer making

and being required to make no representations or warranties whatsoever concerning the effectiveness of

same.

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29. Continuing Environmental Obligations. A portion of the Property is currently enrolled

in the Voluntary Remediation Program (“VRP”) overseen by the Indiana Department of Environmental

Management (“IDEM”). Following Closing, Buyer agrees to undertake, accept responsibility, and pay

for (i) all future remaining environmental response actions necessary for IDEM and the State of Indiana to

issue a Certificate of Completion and Covenant Not to Sue in favor of Seller and Buyer, (ii) any of

IDEM’s administrative oversight costs in connection assessed by the VRP or any other IDEM section,

(iii) future groundwater monitoring or other sampling activities imposed in connection with a conditional

issuance of the Certificate of Completion and Covenant Not to Sue in favor of Wrecks, and (iv) any

environmental response actions taken in order comply with any conditions imposed by IDEM or Indiana

Brownfields in connection with the issuance of the Comfort Letter in favor of Buyer. This paragraph

shall not be interpreted to limit Seller’s responsibilities toward the Chlorinated Solvent Contamination or

the Unknown Conditions as discussed in Paragraph 8(b) above. Buyer shall be free to select its own

environmental consultant in connection with these obligations. Buyer may also seek to become a co-

applicant in the VRP with respect to the portion of the Property currently enrolled in the VRP so that it

may obtain a Certificate of Completion and Covenant Not to Sue in its favor. Seller agrees to cooperate

with Buyer and consent to any effort by Buyer to become a co-applicant in the VRP. Seller also agrees to

forward any correspondence or invoices from IDEM directed to Seller relating to obligations under the

VRP within seven (7) days of Seller’s receipt of same so that Buyer may respond to or pay IDEM

directly. Seller consents to Buyer’s efforts to amend or negotiate changes in the remediation or response

activities IDEM may require, provided such efforts are intended to and will result in the issuance of a

Certificate of Completion and Covenant Not to Sue by IDEM and the State of Indiana in favor of Seller

and, if applicable, Buyer.

[Remainder of Page Intentionally Left Blank; Signatures Follow]

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IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the date first set

forth above.

SELLER:

Wrecks, Inc.

By: __________________________

Stacy A. Maurer, Director

By: __________________________

Elizabeth K. Maurer, Director

BUYER:

With Approval of:

Town of Whitestown Redevelopment Commission

By: __________________________

Bryan Brackemyre, President

Town of Whitestown Town Council

By: __________________________

Eric Miller, President

3388541

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ESCROW AGENT JOINDER

First American Title Insurance Company hereby acknowledges receipt from Buyer, of a deposit

in the amount of Fifty Thousand and 00/100 Dollars ($50,000.00) and agrees to hold, disburse or return

said funds evidenced thereby, as escrow agent, in accordance with the terms of the foregoing Agreement,

and to act as escrow agent as provided therein.

Executed this _____ day of ____________, 2018.

First American Title Insurance Company

By: __________________________

Printed: _______________________

Title: _________________________

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EXHIBIT A

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EXHIBIT B

Schedule of Environmental Notices, Violations, Hazardous Materials, and Obligations

1. Limited Subsurface Investigation report prepared by Patriot Engineering and Environmental, Inc.

(“Patriot”) and dated March 23, 2004;

2. Phase I Environmental Site Assessment report prepared by Patriot and dated March 29, 2004;

3. Phase II Investigation Report prepared by Patriot and dated June 30, 2004;

4. IDEM Office of Land Quality Inspection Report of Wrecks, Inc. dated May 25, 2004;

5. Agreed Order, Commissioner of Dept. of Envtl. Mgmt. v. Wrecks, Inc., Case No. 2004-14288-H

(Ind. Dept. Envtl. Mgmt.)

6. Preliminary Site Characterization Report prepared by Patriot and dated March 28, 2005;

7. Voluntary Remediation Program Application prepared by Patriot and dated March 30, 2005;

8. Voluntary Remediation Agreement between Wrecks and IDEM, approved and adopted on August

30, 2005;

9. Remediation Work Plan - Volume I prepared by Patriot and dated October 4, 2005;

10. Geophysical Survey Report and Soil Evaluation prepared by Mundell & Associates, Inc. and

dated October 6, 2005;

11. Remediation Work Plan - Volume I prepared by Patriot and dated November 22, 2006;

12. Draft Site Investigation Work Plan prepared by BBJ Group and dated July 2, 2007;

13. Draft RWP Addendum No. 1 prepared by BBJ Group and dated December 20, 2010;

14. Final Remediation Work Plan - 2nd

Revision prepared by BBJ Group and dated August 21, 2012;

15. Baseline Groundwater Monitoring Event Report prepared by BBJ Group and dated November 11,

2015;

16. Amended Remediation Work Plan prepared by BBJ Group and dated June 3, 2016;

17. Groundwater Monitoring Report prepared by BBJ Group and dated June 13, 2017; and

18. IDEM Warning Letter dated May 14, 1998.

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EXHIBIT C

Schedule of Agreements and Encroachments Affecting the Property

1. Easement executed by and between Wrecks, Inc., an Indiana corporation, and Timberstone

Development, LLC, an Indiana limited liability company, dated December 1, 2014, and recorded

March 9, 2015 as Instrument No. 201500002083 in the Office of the Recorder of Boone County,

Indiana;

2. Right of Way Grant to Indiana Farm Bureau Cooperative Association, Inc., its successors and

assigns, dated August 21, 1952, and recorded December 12, 1952 in Book 155, Page 514, in the

Office of the Recorder of Boone County, Indiana; as limited and defined by the Limitation and

Definition of Easement dated July 2, 2014, and recorded August 6, 2014 as Instrument No.

201400006492 in the Office of the Recorder of Boone County, Indiana;

3. Temporary Easement executed by and between Timberstone Development, LLC, an Indiana

limited liability company, and Wrecks, Inc., an Indiana corporation, dated December 1, 2014, and

recorded March 9, 2015, as Instrument No. 201500002082 in the Office of the Recorder of Boone

County, Indiana; and

4. ALTA/ACSM Land Title Survey prepared by SEA Group, LLC, under Project Number C13-

7724, dated March 6, 2013, and revised March 13, 2013 (the “2013 Survey”).1

1 The 2013 Survey includes the Property and property conveyed to Timberstone Development, LLC in 2014.

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EXHIBIT D

Development Plan