FB440373 /

Version 01/01/2022

CF401 – Commercial Purchase and Sale Agreement, Page 1 of 9

This form is copyrighted and may only be used in real estate transactions in which ______________________________ is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and

should be reported to Tennessee REALTORS

at 615-321-1477.

user. Unauthorized us

COMMERCIAL PURCHASE AND SALE AGREEMENT

1. Purchase and Sale. For and in consideration of the mutual covenants herein and other good and valuable consideration,

the receipt and sufficiency of which is hereby acknowledged, the undersigned buyer2

____________________________________________________________ (“Buyer”) agrees to buy and the undersigned 3

seller ____________________________________________________________ (“Seller”) agrees to sell all that tract or 4

parcel of land, with such improvements as are located thereon, described as follows: All that tract of land known as:5

_________________________________________________________________________________________________ 6

(Address) _____________________________________ (City), Tennessee, __________ (Zip), as recorded in 7

_____________________________ County Register of Deeds Office, ________________ deed book(s), _________ 8

page(s), and/or _____________________ instrument no. and as further described as:9

_________________________________________________________________________________________________10

together with all fixtures, landscaping, improvements, and appurtenances, all being hereinafter collectively referred to as 11

the “Property”, as more particularly described in Exhibit “A” or if Exhibit A is not attached as is recorded with the Register 12

of Deeds of the county in which the Property is located and is made a part of this Commercial Purchase and Sale Agreement 13

(“Purchase and Sale Agreement” or “Agreement”) by reference.14

2. Purchase Price. The total purchase price for the Property shall be 15

__________________________________________________________________U.S. Dollars, ($_________________) 16

(“Purchase Price”), and is subject to all prorations and adjustments and shall be paid by Buyer at the Closing by cash, a17

Federal Reserve Bank wire transfer of immediately available funds, cashier’s check or certified check.18

3. Earnest Money/Trust Money. Buyer has paid or will pay within ________ business days after the Binding Agreement 19

Date, the sum of $___________________ with _________________________________________________________ 20

(“Holder”) located at _______________________________________________________________________________ 21

(Address of Holder). Additional Earnest Money/Trust Money, if any, to be tendered and applied as follows:22

This sum (“Earnest Money/Trust Money”) is to be applied as part of the Purchase Price at Closing. 27

A. Failure to Receive Earnest Money/Trust Money. In the event Earnest Money/Trust Money is not timely received 28

by Holder or Earnest Money/Trust Money check or other instrument is not honored for any reason by the financial 29

institution from which it is drawn, Holder shall promptly notify Buyer and Seller. Buyer shall have three (3) business days 30

after notice to deliver good funds to Holder. In the event Buyer does not timely deliver good funds to Holder, this 31

Agreement shall automatically terminate and Holder shall notify the parties of the same. Holder shall disburse Earnest 32

Money/Trust Money only as follows:33

(a) at Closing to be applied as a credit toward Buyer’s Purchase Price;34

(b) upon a subsequent written agreement signed by Buyer and Seller; or35

No party shall seek damages from Holder, nor shall Holder be liable for any such damages, and all parties agree to defend 37

and hold harmless Holder for any matter arising out of or related to the performance of Holder’s duties hereunder.38

B. Disputes Regarding Earnest Money/Trust Money. In the event Buyer or Seller notifies Holder of a dispute regarding 39

disposition of Earnest Money/Trust Money that Holder cannot resolve, Buyer and Seller agree to interplead Earnest 40

Money/Trust Money into a court of competent jurisdiction. Holder shall be reimbursed for, and may deduct from any 41

funds interpleaded, its costs and expenses, including reasonable attorney’s fees. The prevailing party in the interpleader 42

action shall be entitled to collect from the other party the costs and expenses reimbursed to Holder, and upon payment of 43

Ms. Moren Adenubi

Version 01/01/2022

CF401 – Commercial Purchase and Sale Agreement, Page 2 of 9

This form is copyrighted and may only be used in real estate transactions in which _______________________________ is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and

should be reported to Tennessee REALTORS

at 615- 321-1477.

user. Unauthorized us

such funds into the court clerk’s office, Holder shall be released from all further liability in connection with the funds 44

delivered.45

4. Inspection. Prior to Closing, Buyer and Buyer’s agents shall have the right to enter upon the Property at Buyer’s expense 46

and at reasonable times to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s 47

acquisition of the Property. Buyer may, for a fee, obtain a septic system inspection letter from the Tennessee Department 48

of Environment and Conservation, Division of Ground Water Protection. Buyer shall indemnify and hold Seller and all 49

Brokers harmless from and against any and all claims, injuries, and damages to persons and/or property arising out of or 50

related to the exercise of Buyer’s rights hereunder. Buyer shall have ______ days after the Binding Agreement Date (“Due 51

Diligence Period”) to evaluate the Property, the feasibility of the transaction, the availability and cost of financing, and 52

any other matter of concern to Buyer. During the Due Diligence Period, Buyer shall have the right to terminate this 53

Agreement upon notice to Seller if Buyer determines, based on a reasonable and good faith evaluation of the above, that it 54

is not desirable to proceed with the transaction, and Buyer will be entitled to a refund of the Earnest Money/Trust Money. 55

Within ______ days after the Binding Agreement Date, Seller shall deliver to Buyer copies of the materials concerning56

the Property referenced in Exhibit “B” (collectively “Due Diligence Materials”), which materials shall be promptly 57

returned by Buyer if Agreement does not Close for any reason. If Buyer fails to timely notify Seller that it is not proceeding 58

with the transaction, Buyer shall waive its rights to terminate this Agreement pursuant to this paragraph.59

5. Title.60

A. Warranties of Seller. Seller warrants that at Closing Seller shall convey good and marketable, fee simple title to 61

the Property to Buyer, subject only to the following exceptions (“Permitted Exceptions”):62

(1) Liens for ad valorem taxes not yet due and payable.63

(2) Those exceptions to which Buyer does not object or which Buyer waives in accordance with the Title Issues and64

Objections paragraph below. “Good and marketable, fee simple title” with respect to the Property shall be such 65

title:66

(a) as is classified as “marketable” under the laws of Tennessee; and67

(b) as is acceptable to and insurable by a title company doing business in Tennessee (“Title Company”), at68

standard rates on an American Land Title Association Owner’s Policy (“Title Policy”).69

B. Title Issues and Objections. Buyer shall have ______ days after the Binding Agreement Date to furnish Seller with 70

a written statement of any title objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and other 71

facts affecting the marketability of the Property as revealed by a current title examination. Seller shall have ______ 72

days after the receipt of such objections (the “Title Cure Period”) to cure all valid title objections. Seller shall satisfy 73

any existing liens or monetary encumbrances identified by Buyer as title objections which may be satisfied by the 74

payment of a sum certain prior to or at Closing. Except for Seller’s obligations in the preceding sentence, if Seller 75

fails to cure any other valid title objections of Buyer within the Title Cure Period (and fails to provide Buyer with 76

evidence of Seller’s cure satisfactory to Buyer and to Title Company), then within five (5) days after the expiration of 77

the Title Cure Period, Buyer may as Buyer’s sole remedies: (1) rescind the transaction contemplated hereby, in which 78

case Buyer shall be entitled to the return of Buyer’s Earnest Money/Trust Money; (2) waive any such objections and 79

elect to Close the transaction contemplated hereby irrespective of such title objections and without reduction of the 80

Purchase Price; or (3) extend the Closing Date period for a period of up to fifteen (15) days to allow Seller further 81

time to cure such valid title objections. Failure to act in a timely manner under this paragraph shall constitute a waiver 82

of Buyer’s rights hereunder. Buyer shall have the right to reexamine title prior to Closing and notify Seller at Closing 83

of any title objections which appear of record after the date of Buyer’s initial title examination and before Closing.84

6. Closing.85

A. Closing Date. This transaction shall be consummated on ______________________, __________, (the “Closing 86

Date”) or at such other time the parties may agree upon in writing.87

B. Closing Agency for Buyer & Contact Information:88

________________________________________________________________________________________________89

Closing Agency for Seller & Contact Information:90

________________________________________________________________________________________________91

Ms. Moren Adenubi

Version 01/01/2022

CF401 – Commercial Purchase and Sale Agreement, Page 3 of 9

This form is copyrighted and may only be used in real estate transactions in which _______________________________ is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and

should be reported to Tennessee REALTORS

at 615- 321-1477.

user. Unauthorized us

C. Possession. Seller shall deliver possession and occupancy of the Property to Buyer at Closing, subject only to the 92

rights of tenants in possession and the Permitted Exceptions.93

7. Seller’s Obligations at Closing. At Closing, Seller shall deliver to Buyer: 94

(a) a Closing Statement; 95

(b) deed (mark the appropriate deed below)96

□ General Warranty Deed □ Special Warranty Deed97

□ Quit Claim Deed □ Other: ______________________________________98

(c) all documents which Seller must execute under the terms of this Agreement to cause the Title Company to deliver to 99

Buyer the Title Policy including, without limitation, a title affidavit from Seller to Buyer and to the Title Company in 100

the form customarily used in Tennessee commercial real estate transactions so as to enable the Title Company to issue 101

Buyer the Title Policy with all standard exceptions deleted and subject only to Permitted Exceptions; and 102

(d) evidence reasonably satisfactory to Buyer at Closing of all documents/items indicated in Exhibit “C”, if any (all 103

documents to be delivered by Seller under this paragraph, including all documents/items indicated in Exhibit “C” are 104

collectively “Seller’s Closing Documents”).105

8. Conditions to Closing.106

107

108

109

110

111

112

113

114

115

116

9. Costs.117

A. Seller’s Costs. Seller shall pay all existing loans and/or liens affecting the Property; the cost of recording any title 118

curative documents, including without limitation, satisfactions of deeds to secure debt, quitclaim deeds and financing 119

statement termination; any accrued and/or outstanding association dues or fees; fee (if any) to obtain lien 120

payoff/estoppel letters/statement of accounts from any and all associations, property management companies, 121

mortgage holders or other liens affecting the Property; all applicable deed recording fees; the fees of Seller’s counsel 122

and, if checked, □ all transfer taxes, otherwise Buyer is responsible for transfer taxes.123

In the event Seller is subject to Tax Withholding as required by the Foreign Investment in Real Property Tax 124

Act, (hereinafter “FIRPTA”), Seller additionally agrees that such Tax Withholding must be collected from 125

Seller by Buyer’s Closing Agent at the time of Closing. In the event Seller is not subject to FIRPTA, Seller shall be 126

required as a condition of Closing to sign appropriate affidavits certifying that Seller is not subject to FIRPTA. It is 127

Seller’s responsibility to seek independent tax advice or counsel prior to the Closing Date regarding such tax 128

matters.129

B. Buyer’s Costs. Buyer shall pay the cost of Buyer’s counsel and consultants; any costs in connection with Buyer’s 130

inspection of the Property and any costs associated with obtaining financing for the acquisition of the Property 131

(including any intangibles tax, recording fees for deed of conveyance and deed of trust and cost of recording Buyer’s 132

loan documents.)133

C. Additional Costs. In addition to the costs identified above, the following costs shall be paid by the parties hereto as 134

indicated below:135

Item to be Paid Paid by Seller Paid by Buyer

136

Survey □ □137

Title Examination □ □138

Premium for Standard Owner’s Title Insurance Policy □ □139

Other: ______________________________________ □ □140

Other: ______________________________________ □ □141

Other: ______________________________________ □ □142

Ms. Moren Adenubi

Version 01/01/2022

CF401 – Commercial Purchase and Sale Agreement, Page 4 of 9

This form is copyrighted and may only be used in real estate transactions in which _______________________________ is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and

should be reported to Tennessee REALTORS

at 615- 321-1477.

user. Unauthorized us

10. Taxes and Prorations. Real estate taxes on the Property for the calendar year in which the Closing takes place shall be 143

prorated as of 12:01 a.m. local time on the Closing Date. Seller shall be responsible (even after Closing) for paying all 144

taxes (including previous reassessments) on the Property for the time period during which Seller owned the Property and 145

shall indemnify the Buyer therefore. In addition, the following items shall also be prorated as of 12:01 a.m. local time on 146

the Closing Date [Select only those that apply to this transaction; the items not checked do not apply to this Agreement]:147

□ Utilities □ Service Contracts □ Tenant Improvement Costs148

□ Rents □ Leasing Commissions □ Other: _____________________________________149

□ Other: _______________________________ □ Other: _____________________________________150

11. Representations and Warranties.151

A. Seller’s Representations and Warranties. As of the Binding Agreement Date and the Closing Date, Seller 152

represents and warrants to Buyer that Seller has the right, power, and authority to enter into this Agreement and to 153

convey the Property in accordance with the terms and conditions of this Agreement. The persons executing this 154

Agreement on behalf of Seller have been duly and validly authorized by Seller to execute and deliver this 155

Agreement and shall have the right, power, and authority to enter into this Agreement and to bind Seller. Seller also 156

makes the additional representations and warranties to Buyer, if any, as indicated on Exhibit “D”.157

B. Buyer’s Representations and Warranties. As of the Binding Agreement Date and the Closing Date, Buyer 158

represents and warrants to Seller that Buyer has the right, power, and authority to enter into this Agreement and to 159

consummate the transaction contemplated by the terms and conditions of this Agreement. The persons executing 160

this Agreement on behalf of Buyer have been duly and validly authorized by Buyer to execute and deliver this 161

Agreement and shall have the right, power, and authority to enter into this Agreement and bind Buyer. Upon 162

Seller’s request, Buyer shall furnish such documentation evidencing signor’s authority to bind Buyer.163

12. Agency and Brokerage.164

A. Agency.165

(1) In this Agreement, the term “Broker” shall mean a licensed Tennessee real estate broker or brokerage firm and, 166

where the context would indicate, the Broker’s affiliated licensees. No Broker in this transaction shall owe any 167

duty to Buyer or Seller greater that what is set forth in their brokerage engagements, the Tennessee Real Estate 168

Broker License Act of 1973, as amended, and the Tennessee Real Estate Commission rules and regulations.169

(2) A Designated Agent is one who has been assigned by his/her Managing Broker and is working as an agent for the 170

Seller or Buyer in a prospective transaction, to the exclusion of all other licensees in his/her company. 171

(3) An Agent for the Seller or Buyer is a type of agency in which the licensee’s company is working as an agent for 172

the Seller or Buyer and owes primary loyalty to that Seller or Buyer.173

(4) A Facilitator relationship occurs when the licensee is not working as an agent for either party in this consumer’s 174

prospective transaction. A Facilitator may advise either or both of the parties to a transaction but cannot be 175

considered a representative or advocate for either party. “Transaction Broker” may be used synonymously with, 176

or in lieu of, “Facilitator” as used in any disclosures, forms or agreements. [By law, any licensee or company who 177

has not entered into a written agency agreement with either party in the transaction is considered a Facilitator or 178

Transaction Broker until such time as an agency agreement is established.]179

(5) A dual agency situation arises when an agent (in the case of designated agency) or a real estate firm (wherein the 180

entire real estate firm represents the client) represents both the Buyer and Seller. 181

(6) If one of the parties is not represented by a Broker, that party is solely responsible for their own interests, and that 182

Broker’s role is limited to performing ministerial acts for the unrepresented party.183

B. Agency Disclosure.184

(1) The Broker, if any, working with the Seller is identified on the signature page as the “Listing Company”; and said 185

Broker is (Select One. The items not selected are not part of this Agreement): 186

□ the Designated Agent for the Seller,187

□ the agent for the Seller,188

□ a Facilitator for the Seller, OR189

□ a dual agent.190

(2) The Broker, if any, working with the Buyer is identified on the signature page as the “Selling Company”, and 191

said Broker is (Select One. The items not selected are not part of this Agreement):192

Ms. Moren Adenubi

Version 01/01/2022

CF401 – Commercial Purchase and Sale Agreement, Page 5 of 9

This form is copyrighted and may only be used in real estate transactions in which _______________________________ is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and

should be reported to Tennessee REALTORS

at 615- 321-1477.

user. Unauthorized us

□ the Designated Agent for the Buyer,193

□ the agent for the Buyer,194

□ a Facilitator for the Buyer, OR195

□ a dual agent.196

(3) Dual Agency Disclosure. [Applicable only if dual agency has been selected above] Seller and Buyer are aware 197

that Broker is acting as a dual agent in this transaction and consent to the same. Seller and Buyer have been 198

advised that:199

1. In serving as a dual agent the Broker is representing two clients whose interests are, or at times could 200

be, different or even adverse.201

2. The Broker will disclose all adverse, material facts relevant to the transaction, and actually known to 202

the dual agent, to all parties in the transaction except for information made confidential by request or 203

instructions from another client which is not otherwise required to be disclosed by law.204

3. The Buyer and Seller do not have to consent to dual agency, and205

4. The consent of the Buyer and Seller to dual agency has been given voluntarily and the parties have read 206

and understand their brokerage engagement agreements.207

5. Notwithstanding any provision to the contrary contained herein, Seller and Buyer each hereby direct 208

Broker, if acting as a dual agent, to keep confidential and not reveal to the other party any information 209

which could materially and adversely affect their negotiating position unless otherwise prohibited by 210

law.211

(4) Material Relationship Disclosure. [Required with dual Agency] The Broker and/or affiliated licensees have 212

no material relationship with either client except as follows: _________________________________. A material 213

relationship means one of a personal, familial or business nature between the Broker and affiliate licensees and a 214

client which would impair their ability to exercise fair judgment relative to another client.215

Seller Initials __________ Buyer Initials __________216

C. Brokerage. Seller agrees to pay Listing Broker at Closing the compensation specified by separate agreement. The 217

Listing Broker will direct the closing agency/attorney to pay the Selling Broker, from the commission received, an 218

amount, if any, in accordance with the terms and provisions specified by separate agreement. The parties agree and 219

acknowledge that the Brokers involved in this transaction may receive compensation from more than one party. All 220

parties to this Agreement agree and acknowledge that any real estate firm involved in this transaction shall be deemed 221

a third party beneficiary only for the purposes of enforcing their commission rights, and as such, shall have the right 222

to maintain an action on this Agreement for any and all compensations due and any reasonable attorney’s fees and 223

court costs.224

13. Disclaimer. It is understood and agreed that the real estate firms and real estate licensee(s) representing or assisting Seller 225

or Buyer and their brokers (collectively referred to as “Brokers”) are not parties to this Agreement and do not have or 226

assume liability for the performance or nonperformance of Seller or Buyer. Buyer and Seller agree that Brokers shall not 227

be responsible for any of the following, including but not limited to, those matters which could have been revealed through 228

a survey, title search or inspection of the Property; the insurability of the Property or cost to insure the Property; for the 229

condition of the Property, any portion thereof, or any item therein; for any geological issues present on the Property; for 230

any issues arising out of Buyer's failure to physically inspect the Property prior to entering into this Agreement and/or 231

Closing; for building products and construction techniques; for the necessity or cost of any repairs to the Property; for 232

hazardous or toxic materials; for the tax or legal consequences of this transaction; for the availability, capability, and/or 233

cost of utility, sewer, septic, or community amenities; for proposed or pending condemnation actions involving the 234

Property; for applicable boundaries of school districts or other school information; for the appraised or future value of the 235

Property; for any condition(s) existing off the Property which may affect the Property; for the terms, conditions and 236

availability of financing; and for the uses and zoning of the Property whether permitted or proposed. Buyer and Seller 237

acknowledge that Brokers are not experts with respect to the above matters and that they have not relied upon any advice, 238

representations or statements of Brokers (including their firms and affiliated licensees) and waive and shall not assert any 239

claims against Brokers (including their firms and affiliated licensees) involving same. Buyer and Seller understand that it 240

has been strongly recommended that if any of these or any other matters concerning the Property are of concern to them, 241

that they secure the services of appropriately credentialed experts and professionals of Buyer’s or Seller’s choice for the 242

independent expert advice and counsel relative thereto. Buyer and Seller acknowledge that photographs, marketing 243

Ms. Moren Adenubi

Version 01/01/2022

CF401 – Commercial Purchase and Sale Agreement, Page 6 of 9

This form is copyrighted and may only be used in real estate transactions in which _______________________________ is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and

should be reported to Tennessee REALTORS

at 615- 321-1477.

user. Unauthorized us

materials, and digital media used in the marketing of the property may continue to remain in publication after Closing. 244

Buyer and Seller agree that Brokers shall not be liable for any uses of photographs, marketing materials or digital media 245

of which the Broker is not in control.246

14. Destruction of Property Prior to Closing. If the Property is destroyed or substantially destroyed prior to Closing, Seller 247

shall give Buyer prompt notice thereof, which notice shall include Seller’s reasonable estimate of: (1) the cost to restore 248

and repair the damage; (2) the amount of insurance proceeds, if any, available for the same; and (3) whether the damage 249

will be repaired prior to Closing. Upon notice to Seller, Buyer may terminate this Agreement within seven (7) days after 250

receiving such notice from Seller. If Buyer does not terminate this Agreement, Buyer shall be deemed to have accepted 251

the Property with the damage and shall receive at Closing (1) any insurance proceeds which have been paid to Seller but 252

not yet spent to repair the damage and (2) an assignment of all unpaid insurance proceeds on the claim. Buyer may request 253

in writing, and Seller shall provide within five (5) business days, all documentation necessary to confirm insurance 254

coverage and/or payment or assignment of insurance proceeds.255

15. Other Provisions.256

A. Exhibits, Binding Effect, Entire Agreement, Modification, Assignment, and Binding Agreement Date. This 257

Agreement shall be for the benefit of, and be binding upon, the parties hereto, their heirs, successors, legal 258

representatives and assigns. This Agreement constitutes the sole and entire agreement between the parties hereto and 259

no modification of this Agreement shall be binding unless signed by all parties or assigns to this Agreement. No 260

representation, promise, or inducement not included in this Agreement shall be binding upon any party hereto. Any 261

assignee shall fulfill all the terms and conditions of this Agreement. It is hereby agreed by both Buyer and Seller that 262

any real estate agent working with or representing either party shall not have the authority to bind the Buyer, Seller or 263

any assignee to any contractual agreement unless specifically authorized in writing within this Agreement. The parties 264

hereby authorize either licensee to insert the time and date of the receipt of notice of acceptance of the final offer and 265

further agree to be bound by such as the Binding Agreement Date following the signatory section of this Agreement, 266

or Counter Offer, if applicable.267

B. Survival Clause. Any provision herein contained, which by its nature and effect, is required to be performed after 268

Closing shall survive the Closing and delivery of the deed and shall remain binding upon the parties to this Agreement 269

and shall be fully enforceable thereafter. Notwithstanding the above, the representations and warranties made in 270

Exhibit “D” shall survive the Closing for a period of _____________________________________ after the date of 271

Closing.272

C. Governing Law and Venue. This Agreement is intended as a contract for the purchase and sale of real property 273

and shall be interpreted in accordance with the laws and in the courts of the State of Tennessee.274

D. Time of Essence. Time is of the essence in this Agreement.275

E. Terminology. As the context may require in this Agreement: (1) the singular shall mean the plural and vice versa; 276

(2) all pronouns shall mean and include the person, entity, firm, or corporation to which they relate; (3) the feminine 277

shall mean the masculine and vice versa; and (4) the term day(s) used throughout this Agreement shall be deemed to 278

be calendar day(s) ending at 11:59 p.m. local time unless otherwise specified in this Agreement. Local time is to be 279

determined by the location of the Property. All references to time are deemed to be local time. In the event a 280

performance deadline, other than the Closing Date (as defined in herein), Day of Possession (as defined herein), and 281

Offer Expiration date (as defined herein), occurs on a Saturday, Sunday or legal holiday, the performance deadline 282

shall be extended to the next following business day. Holidays as used herein are those days deemed federal holidays 283

pursuant to 5 U.S.C. § 6103. In calculating any time period under this Agreement, the commencement day shall be 284

the day following the initial date (e.g. Binding Agreement Date).285

F. Responsibility to cooperate. Buyer and Seller agree to timely take such actions and produce, execute, and/or 286

deliver such information and documentation as is reasonably necessary to carry out the responsibilities and 287

obligations of this Agreement. Except as to matters which are occasioned by clerical errors or omissions or 288

erroneous information, the approval of the Closing documents by the parties shall constitute their approval of any 289

differences between this Agreement and the Closing. The Buyer and Seller agree that if requested after Closing they 290

will correct any documents and pay any amounts due where such corrections or payments are appropriate by reason 291

of mistake, clerical errors or omissions, or the result of erroneous information.292

G. Notices. Except as otherwise provided herein, all notices and demands required or permitted hereunder shall be in 293

writing and delivered either (1) in person, (2) by a prepaid overnight delivery service, (3) by facsimile transmission 294

(FAX), (4) by the United States Postal Service, postage prepaid, registered or certified return receipt requested or (5) 295

Email. NOTICE shall be deemed to have been given as of the date and time it is actually received. Receipt of 296

Ms. Moren Adenubi

Version 01/01/2022

CF401 – Commercial Purchase and Sale Agreement, Page 7 of 9

This form is copyrighted and may only be used in real estate transactions in which _______________________________ is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and

should be reported to Tennessee REALTORS

at 615- 321-1477.

user. Unauthorized us

notice by the real estate licensee or their Broker assisting a party as a client or customer shall be deemed to be notice 297

to that party for all purposes under this Agreement as may be amended, unless otherwise provided in writing.298

H. Remedies. In the event of a breach of this Agreement, the non-breaching party may pursue all remedies available at 299

law or in equity except where the parties have agreed to arbitrate. Notwithstanding the above, if Buyer breaches 300

Buyer’s obligations or warranties herein Seller shall have the option to request that Holder pay the Earnest 301

Money/Trust Money to Seller, which if disbursed to Seller by Holder shall constitute liquidated damages in full 302

settlement of all claims by Seller. Such liquidated damages are agreed to by the parties not to be a penalty and to be 303

a good faith estimate of Seller’s actual damages, which damages are difficult to ascertain. In the event that any party 304

hereto shall file suit for breach or enforcement of this Agreement (including suits filed after Closing which are based 305

on or related to the Agreement), the prevailing party shall be entitled to recover all costs of such enforcement, including 306

reasonable attorney’s fees. The parties hereby agree that all remedies are fair and equitable and neither party will 307

assert the lack of mutuality of remedies as a defense in the event of a dispute.308

I. Equal Opportunity. This Property is being sold without regard to race, color, sex, religion, handicap, familial 309

status, or national origin.310

J. Termination by Buyer. In the event that Buyer legally and properly invokes his right to terminate this Agreement 311

under any of the provisions contained herein, Buyer shall pay the sum of one hundred dollars ($100.00) to Seller as 312

consideration for Buyer’s said right to terminate, the sufficiency and adequacy of which is hereby acknowledged. 313

Earnest Money/Trust Money shall be disbursed according to the terms stated herein.314

K. Severability. If any portion or provision of this Agreement is held or adjudicated to be invalid or unenforceable for 315

any reason, each such portion or provision shall be severed from the remaining portions or provisions of this 316

Agreement, and the remaining portions or provisions shall be unaffected and remain in full force and effect.317

L. Construction. This Agreement or any uncertainty or ambiguity herein shall not be construed against any party but 318

shall be construed as if all parties to this Agreement jointly prepared this Agreement.319

16. Exhibited and Addenda. All exhibits and/or addenda attached hereto, listed below, or referenced herein are made a part 320

of this Agreement. If any such exhibit or addendum conflicts with any preceding paragraph, said exhibit or addendum 321

shall control:322

□ Exhibit “A” Legal Description323

□ Exhibit “B” Due Diligence Documents324

□ Exhibit “C” Addition to Seller’s Closing Documents325

□ Exhibit “D” Seller’s Warranties and Representations326

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330

331

332

333

17. Special Stipulations. The following Special Stipulations, if conflicting with any preceding paragraph, shall control:334

335

336

337

338

339

340

341

342

343

344

345

346

347

(Mark box if additional pages are attached.)348

Ms. Moren Adenubi

Version 01/01/2022

CF401 – Commercial Purchase and Sale Agreement, Page 8 of 9

This form is copyrighted and may only be used in real estate transactions in which _______________________________ is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and

should be reported to Tennessee REALTORS

at 615- 321-1477.

user. Unauthorized us

18. Method of Execution. The parties agree that signatures and initials transmitted by a facsimile, other photocopy 349

transmittal, or by transmittal of digital signature as defined by the applicable State or Federal Law will be acceptable and 350

may be treated as originals and that the final Commercial Purchase and Sale Agreement containing all signatures and 351

initials may be executed partially by original signature and partially on facsimile, other photocopy documents, or by digital352

signature as defined by the applicable State or Federal Law.353

19. Time Limit of Offer. This Offer may be withdrawn at any time before acceptance with Notice. Offer terminates if not 354

countered or accepted by __________ o’clock □ a.m./ □ p.m. local time on the _____ day of _____________________, 355

________.356

LEGAL DOCUMENTS: This is an important legal document creating valuable rights and obligations. If you have any 357

questions about it, you should review it with your attorney. Neither the Broker nor any Agent or Facilitator is 358

authorized or qualified to give you any advice about the advisability or legal effect of its provisions.359

NOTE: Any provisions of this Agreement which are preceded by a box “□” must be marked to be a part of this 360

Agreement. By affixing your signature below, you also acknowledge that you have reviewed each page and have 361

received a copy of this Agreement.362

Buyer hereby makes this offer.

363

_________________________________________________________________________________________________

364

BUYER

365

By: ______________________________________________________________________________________________

366

Title: ____________________________________________________________________________________________

367

Entity: ___________________________________________________________________________________________

368

_______________ at __________ o’clock □ am/ □ pm

369

Offer Date

370

________________________________________________________________________________________________

371

BUYER

372

By: ______________________________________________________________________________________________

373

Title: ____________________________________________________________________________________________

374

Entity: ___________________________________________________________________________________________

375

_______________ at __________ o’clock □ am/ □ pm

376

Offer Date

377

Seller hereby:

378

□ ACCEPTS – accepts this offer.

379

□ COUNTERS – accepts this offer subject to the attached Counter Offer(s).

380

□ REJECTS this offer and makes no counter offer.

381

________________________________________________________________________________________________

382

SELLER

383

By: ____________________________________________________________________________________________

384

Title: __________________________________________________________________________________________

385

Entity: _________________________________________________________________________________________

386

_______________ at __________ o’clock □ am/ □ pm

387

Date

388

____________________________________________________________________________________________

389

SELLER

390

391

By: ____________________________________________________________________________________________

Ms. Moren Adenubi

Version 01/01/2022

CF401 – Commercial Purchase and Sale Agreement, Page 9 of 9

This form is copyrighted and may only be used in real estate transactions in which _______________________________ is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and

should be reported to Tennessee REALTORS

at 615- 321-1477.

user. Unauthorized us

Title: __________________________________________________________________________________________

392

Entity: _________________________________________________________________________________________

393

_______________ at __________ o’clock □ am/ □ pm

394

Date

395

396

Binding Agreement Date. This instrument shall become a “Binding Agreement” on the date (“Binding Agreement Date”) 397

the last offeror, or licensee of offeror, receives notice of offeree’s acceptance. Notice of acceptance of the final offer was 398

received by ________________________________________ on _______________ at __________ o’clock □ am/ □ pm399

________________________________________________________________________________________

For Information Purposes Only:

_____________________________________________ _____________________________________________

Listing Company Selling Company

_____________________________________________ _____________________________________________

Independent Licensee Independent Licensee

_____________________________________________ ______________________________________________

Licensee Email Licensee Email

_____________________________________________ ______________________________________________

Licensee Cellphone No. Licensee Cellphone No.

NOTE: This form is provided by Tennessee REALTORS® to its members for their use in real estate transactions and is to be used as is. By downloading and/or

using this form, you agree and covenant not to alter, amend, or edit said form or its contents except as where provided in the blank fields, and agree and

acknowledge that any such alteration, amendment or edit of said form is done at your own risk. Use of the Tennessee REALTORS® logo in conjunction with

any form other than standardized forms created by Tennessee REALTORS® is strictly prohibited. This form is subject to periodic revision and it is the

responsibility of the member to use the most recent available form.

Ms. Moren Adenubi

Version 01/01/2022

CF201 – Commercial / Industrial Real Property Disclosure, Page 1 of 2

This form is copyrighted and may only be used in real estate transactions in which _______________________________ is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and should be reported to

Tennessee REALTORS

at 615- 321-1477.

user. Unauthorized us

COMMERCIAL / INDUSTRIAL REAL PROPERTY DISCLOSURE

Upon the request from a prospective tenant of: (1) commercial real property of one thousand, five hundred (1,500) square feet

or less or (2) industrial real property of five thousand (5,000) square feet or less, an owner of such real property must disclose 2

to such tenant specific information about whether the property is in compliance with certain state and local codes for the type 3

of building to be leased. This completed form constitutes that disclosure by the owner. The information contained in the 4

disclosure is the representation of the owner and not the representation of the real estate licensee or sales person, if any. This 5

is not a warranty or substitute for any professional inspection or warranties that the tenant may wish to obtain.6

Instructions to the Owner7

Complete this form yourself and answer each question to the best of your knowledge. If an answer is an estimate, clearly label 8

it as such. If the answer to such question is unknown, please clearly state that the answer is unknown to you. The Owner 9

hereby authorizes any agent(s) representing any party in this transaction to provide a copy of this disclosure to any person or 10

entity in connection with any actual or anticipated lease of the subject property.11

PROPERTY ADDRESS ________________________________________________ CITY__________________________12

OWNER’S NAME(S) __________________________________________________________________________________13

PROPERTY AGE________________________________ DATE OWNER ACQUIRED PROPERTY__________________14

DOES OWNER OCCUPY THE PROPERTY? □ YES □ NO15

IF OWNER DOES NOT OCCUPY PROPERTY, STATE LENGTH OF TIME SINCE THE OWNER OCCUPIED 16

PROPERTY: _________________________________________________________________________________________17

A. DISCLOSURES18

1. FIRE CODES:19

Is the subject property in compliance with all state fire codes? □ YES □ NO □ Unknown20

If no, please specifically state why the property is not in compliance with state fire codes:21

_____________________________________________________________________________________________22

_____________________________________________________________________________________________23

Is the subject property in compliance with all local fire codes? □ YES □ NO □ Unknown24

If no, please specifically state why the property is not in compliance with local fire codes:25

_____________________________________________________________________________________________26

_____________________________________________________________________________________________27

2. PLUMBING CODES:28

Is the subject property in compliance with all state plumbing codes? □ YES □ NO □ Unknown29

If no, please specifically state why the property is not in compliance with state plumbing codes:30

_____________________________________________________________________________________________31

_____________________________________________________________________________________________32

Is the subject property in compliance with all local plumbing codes? □ YES □ NO □ Unknown33

If no, please specifically state why the property is not in compliance with local plumbing codes:34

_____________________________________________________________________________________________35

_____________________________________________________________________________________________36

3. ELECTRICAL CODES:37

Is the subject property in compliance with all state electrical codes? □ YES □ NO □ Unknown38

If no, please specifically state why the property is not in compliance with state electrical codes:39

_____________________________________________________________________________________________40

_____________________________________________________________________________________________41

Is the subject property in compliance with all local electrical codes? □ YES □ NO □ Unknown42

If no, please specifically state why the property is not in compliance with local electrical codes:43

Ms. Moren Adenubi

Version 01/01/2022

CF201 – Commercial / Industrial Real Property Disclosure, Page 2 of 2

This form is copyrighted and may only be used in real estate transactions in which _______________________________is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and should be reported to

Tennessee REALTORS

at 615- 321-1477.

user. Unauthorized us

_____________________________________________________________________________________________44

_____________________________________________________________________________________________45

B. REMEDIES46

In the event an owner knowingly misrepresents information required to be disclosed by the act, the lessee’s remedies, at 47

the option of the lessee, for such misrepresentation on the disclosure statement shall be either:48

1. An action for actual damages suffered as a result of known defects existing in the property as of the date of execution 49

of the lease. Any action brought under this subdivision shall be commenced within one (1) year from the date the 50

lessee received the disclosure statement or the date of occupancy, whichever occurs first.51

OR52

2. Termination of the lease.53

C. OWNER’S CERTIFICATION54

I/we certify that the information contained herein, concerning the real property located at 55

________________________________________________________________________________________________, is 56

true to the best of my/our knowledge as of the date signed. Should any of these conditions change prior to the occupation of 57

this property, these changes will be disclosed in an addendum to this document. I hereby acknowledge receiving a copy of said 58

disclosure statement.59

_____________________________________________ _____________________________________________

OWNER OWNER

By: _________________________________________ By: __________________________________________

Title: ________________________________________ Title: _________________________________________

_______________ at __________ o’clock □ am/ □ pm _______________ at __________ o’clock □ am/ □ pm

Date Date

Parties may wish to obtain professional advice and/or inspection of the property and to negotiate appropriate provisions 66

in the lease agreement regarding advice, inspections, defects and/or code compliance.67

D. LESSEE’S ACKNOWLEDGEMENT68

I/we certify that this disclosure statement is not intended as a substitute for any inspection, and that I/we have a responsibility 69

to pay diligent attention to and inquire about those material defects which are evident by careful observation. I/we hereby 70

acknowledge receiving a copy of said disclosure statement.71

_____________________________________________ _____________________________________________

LESSEE LESSEE

By: _________________________________________ By: __________________________________________

Title: ________________________________________ Title: _________________________________________

_______________ at __________ o’clock □ am/ □ pm _______________ at __________ o’clock □ am/ □ pm

Date Date

ELECTRONIC SIGNATURES PURSUANT TO STATE AND FEDERAL LAW WILL SUFFICE FOR 78

ACKNOWLEDGEMENT OF THE ABOVE CONFIRMATION.79

NOTE: This form is provided by Tennessee REALTORS® to its members for their use in real estate transactions and is to be used as is. By downloading

and/or using this form, you agree and covenant not to alter, amend, or edit said form or its contents except as where provided in the blank fields, and agree

and acknowledge that any such alteration, amendment or edit of said form is done at your own risk. Use of the Tennessee REALTORS® logo in conjunction

with any form other than standardized forms created by Tennessee REALTORS® is strictly prohibited. This form is subject to periodic revision and it is the

responsibility of the member to use the most recent available form.

Ms. Moren Adenubi

Version 01/01/2022

CF402 – Commercial Letter of Intent to Purchase, Page 1 of 2

This form is copyrighted and may only be used in real estate transactions in which _______________________________is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and

should be reported to Tennessee REALTORS

at 615- 321-1477.

user. Unauthorized us

COMMERCIAL LETTER OF INTENT

TO PURCHASE

DATE: ____________________

This non-binding Proposal sets forth the terms and conditions under which ________________________________________ 2

("Buyer") will purchase the Property described herein from ____________________________________ ("Seller"). 3

These terms are not comprehensive and are not intended to create rights or obligations in favor of either Buyer or Seller of 4

the Property. Both sides expect that additional terms will be incorporated into a formal Purchase and Sale Agreement that 5

will set forth the full terms, conditions and relationship between the parties. 6

This Commercial Letter of Intent to Purchase ("Letter of Intent") pertains to the real property located at 7

____________________________________________________________________________________________ (Address) 8

________________________________________________ (City), Tennessee, _______________ (ZIP) further described as: 9

____________________________________________________________________________________________________. 10

("Property").11

1. SELLER12

_____________________________________________________________________________________________13

2. BUYER: 14

_____________________________________________________________________________________________15

3. PURCHASE PRICE16

$_______________ , ____________________________________________________ dollars17

4. EARNEST MONEY DEPOSIT18

5. DUE DILIGENCE PERIOD21

6. CLOSING DATE25

7. CONTINGENCIES28

8. CLOSING COSTS35

9. OTHER38

Ms. Moren Adenubi

Version 01/01/2022

CF402 – Commercial Letter of Intent to Purchase, Page 2 of 2

This form is copyrighted and may only be used in real estate transactions in which _______________________________ is involved as a Tennessee REALTORS® authorized

user. Unauthorized use of the form may result in legal sanctions being brought against the user and

should be reported to Tennessee REALTORS

at 615- 321-1477.

use

r. Unauthorized us

10. BROKERAGE43

The Seller is represented by: The Buyer is represented by:44

Licensee Name: __________________________ Licensee Name: ________________________________45

Company: ________________________________ Company: _____________________________________46

Address: _________________________________ Address: _______________________________________47

_________________________________________ ______________________________________________48

Phone: _______________ Fax: _______________ Phone: ___________________ Fax: _________________49

Email: ___________________________________ Email: ________________________________________50

Compensation will be provided as follows: 51

□ (Mark box if additional pages are attached.)55

It would be the intent of the Buyer to enter into a purchase and sale agreement not later than 56

______________________________________________________________________________________________. The 57

agreement would incorporate the terms set forth herein, together with such other terms as may be agreed to by the parties. 58

Expiration of Letter of Intent. This Letter of Intent shall be withdrawn if not accepted by __________ o’clock □ a.m./ □ 59

p.m. local time on the _____ day of _____________________, ________.60

This letter is intended as a non-binding expression of interest on the part of Buyer to purchase the Property and not as a purchase 61

offer which if accepted would create a legally binding contract. These terms are not comprehensive and are not intended to 62

create rights or obligations in favor of either the Buyer or Seller of the Property. Both sides expect that additional terms will 63

be incorporated into a formal Purchase and Sale Agreement that will set forth the full terms, conditions and relationship between 64

the parties.65

If the terms set forth herein form an acceptable basis upon which you would sell the Property, and you would like to move 66

forward to negotiate a purchase contract, please so indicate by signing in the space below.67

The party(ies) below have signed and acknowledge receipt of a copy.

_____________________________________________ _____________________________________________

BUYER BUYER

By: __________________________________________ By: __________________________________________

Title: ________________________________________ Title: _________________________________________

Entity: ______________________________________ Entity: ________________________________________

_______________ at __________ o’clock □ am/ □ pm _______________ at __________ o’clock □ am/ □ pm

Date Date

The party(ies) below have signed and acknowledge receipt of a copy.

_____________________________________________ _____________________________________________

SELLER SELLER

By: __________________________________________ By: __________________________________________

Title: ________________________________________ Title: ________________________________________

Entity: _______________________________________ Entity: _______________________________________

_______________ at __________ o’clock □ am/ □ pm _______________ at __________ o’clock □ am/ □ pm

Date Date

NOTE: This form is provided by Tennessee REALTORS® to its members for their use in real estate transactions and is to be used as is. By downloading and/or

using this form, you agree and covenant not to alter, amend, or edit said form or its contents except as where provided in the blank fields, and agree and

acknowledge that any such alteration, amendment or edit of said form is done at your own risk. Use of the Tennessee REALTORS® logo in conjunction with

any form other than standardized forms created by Tennessee REALTORS® is strictly prohibited. This form is subject to periodic revision and it is the

responsibility of the member to use the most recent available form.

Ms. Moren Adenubi