Commercial Contracts: An In-Depth Look Waddell Wright, CPM, CCIM

About Me... 20 years of experience in retail, industrial and office real estate and development in the Nashville area - licensed in TN, FL, MS, GA Specializes in Analysis, Acquisitions, Dispositions, Finance & Leasing Maintain relationships with 60+ major lenders, Asset Management & Insurance Companies while managing, renovating, and selling their commercial foreclosed properties Provided 1000+ asset valuations to lenders Sold & purchased over $100 million in investment real estate As a Nashville Native, I am involved in several community organizations Stone Street Housing Foundation

Two 15m Breaks Are Provided! About the Class... Commercial Purchase Sale Agreement Commercial / Industrial Real Property Disclosure 3 hours 9:00am - 12:00pm Commercial LOI to Purchase Two 15m Breaks Are Provided! Indicates a Pro Tip!

Communication: Spoken & Written Say What You Mean Mean What You Say Be Clear Double Check Your Check PB Sandwich Exercise - 15m (5 for them to write, 10 for you to make the point)

Commercial Purchase Sale Agreement 8 Pages, 19 Individual Sections, 387 Lines

Purchase & Sale Purchase Price Earnest Money/Trust Money Failure To Receive Disputes Regarding Inspection Title Warranties Of Seller Title Issues & Objections Closing Closing Date Possession Seller’s Obligations At Closing Conditions To Closing Costs Seller’s Costs Buyer’s Costs Additional Costs Taxes & Prorations Representations & Warranties Buyer’s R & W Seller’s R & W Agency & Brokerage Agency Agency Disclosure Brokerage Disclaimer Destruction Of Property Prior To Closing

Lines 365 - 387: Signatures Other Provisions Exhibits, Binding Effect, Total Agreement, Modification, Assignment, and Binding Agreement Date Survival Clause Governing Law & Venue Time of Essence Terminology Responsibility to Cooperate Notices Remedies Equal Opportunity Termination by Buyer Severability Construction Exhibited & Addenda Special Stipulations Method of Execution Time Limit of Offer Lines 365 - 387: Signatures

Lines 1 - 45 Purchase & Sale Purchase Price Earnest Money/Trust Money Failure to Receive Disputes Regarding

Lines 46 - 60: Inspection

Lines 61 - 92 5. Title Warranties of Seller Title Issues & Objections 6. Closing Closing Date Possession

Lines 93 - 115 7. Seller’s Obligations at Closing 8. Conditions to Closing

Lines 116 -140 9. Costs Seller’s Costs Buyer’s Costs Additional Costs

Lines 141 - 161 Taxes & Prorations Representations & Warranties Buyer’s R & W Seller’s R & W

Lines 162 - 241 Agency & Brokerage Agency Agency Disclosure Brokerage Disclaimer Lines 162 - 241

Lines 242 - 250 Destruction of Property Prior to Closing … if property is substantially damaged… Cost of restore & repair Amount of insurance proceeds Whether damage will be prepared prior to closing Buyer may terminate within 7 days of receiving this notice (with above details) Buyer may request in writing, and receive within 5 days, all supporting documentation for insurance, etc. Lines 242 - 250 Destruction of Property Prior to Closing

Lines 251 - 315 15. Other Provisions LOTS OF OTHER PROVISIONS! Highlights Survival Clause Time of Essence Responsibility to Cooperate Notices Remedies Equal Opportunity Termination by Buyer Severability Construction Exhibited & Addenda Special Stipulations Method of Execution Time Limit of Offer Lines 251 - 315 15. Other Provisions LOTS OF OTHER PROVISIONS!

Lines 315 - 328 Lines 329 - 358 Exhibited & Addenda Exhibits A -D Legal Description Due Diligence Documents Addition to Seller’s CLosing Documents Seller’s Warranties & Representations Special Stipulations Method of Execution Digital, fax signatures count as originals - and any combination thereof 19. Time Limit Offer This Offer may be withdrawn at any time before Acceptance with Notice. Offer terminates if not countered or accepted by ________’o clock (AM/PM) local time on the ________ day of __________.

Mind the Binding Agreement Date! Don’t Forget the Signatures!

15 minutes - BREAK! Questions?

Commercial / Industrial Real Property Disclosure 2 pages, 79 lines

Owner’s Certification Lessee’s Acknowledgement Lines 1 - 6 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 must disclose to such tenant specific information about whether the property is in compliance with certain state and local codes for the type of building to be leased. This completed form constitutes that disclosure by the owner. The information contained in the disclosure is the representation of the owner and not the representation of the real estate licensee, or salesperson, if any. This is not a warranty or substitute for any professional inspection or warranties that the tenant may wish to obtain. Disclosures Remedies Owner’s Certification Lessee’s Acknowledgement

Lines 7 - 17: Instructions to the Owner

Fire, Plumbing & Electrical Lines 18 - 43 Disclosures: Fire, Plumbing & Electrical

Lines 46 - 53 B. Remedies

Lines 54 - 67 C. Owner’s Certification

Lines 68 - 79 D. Lessee’s Acknowledgement

15 minutes - BREAK! Questions?

Commercial Letter of Intent to Purchase 2 pages, 84 lines

Lines 1 - 11: The Basics

Lines 12 - 42 The Details Seller Closing Date Buyer Contingencies Purchase Price Earnest Money Deposit Due Diligence Period Closing Date Contingencies Closing Costs Other Brokerage

1 - 9

Lines 43 - 55

Lines 56 - 68

Lines 69 - 84: Signatures

Questions?

Final Questions & Discussion Waddell H. Wright waddell@rdginvestments.com Final Questions & Discussion Thank you for your time!