14-2659 Casto Casselberry Acquisition Agreement and Option to Purchase

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Exhibits attached to this Agreement are incorporated herein by reference and form a material part of this Agreement. For the purposes of this Agreement, the following definitions will apply: (a) "Affiliate(s)" of a specified Person or Party shall mean a Person who: (i) is directly or indirectly controlling, controlled by, or under common control with, the specified Person; or (ii) owns directly or indirectly more than fifty percent (50%) of the equity interests of the specified Person; or (iii) is a general partner of the specified Person or of any Person described in (i) or (ii) above. (b) "Applicable Law" shall mean (i) any statute, law, treaty, rule, code, ordinance or regulation within the jurisdiction of the Governmental Authority promulgating the same, including the ADA and Environmental Laws, that is applicable to the Project or to Persons, facilities or activities within the Project; or (ii) any judgment, decision, decree, injunction, writ, order or like action of any court, arbitrator or other Governmental Authority with respect to any of the foregoing, the enforceability of which has not been stayed or appealed. (c) "Base Property Condition" shall mean the condition of the Commercial Parcels as reflected in (i) the Environmental Reports and the Geotechnical Reports, (ii) the Permitted Exceptions, and (iii) those inspection and investigation reports and analyses relating to the Commercial Parcels and obtained by Casto as of the Effective Date and prior to the Initial Takedown Closing, subject to and after the completion of the Environmental Remediation. (d) "Business Day" shall mean a day of the year that is not a Saturday, Sunday, City, State or National legal holiday, or a day on which national banks are not generally required or authorized to close in Casselberry, Florida. The use herein of the word "day", as opposed to "Business Day", means a calendar day. (e) "Buffer" shall mean Casto with respect to a Commercial Parcel, or any of its respective Affiliates and/or permitted assignees hereunder. (f) "Changed Conditions" means that conditions of a Takedown Parcel differ from the Base Property Condition of such Parcel and that such different or changed condition(s) materially and adversely affect the intended development and use of the Takedown Parcel. (g) "City Code" shall mean the City's Code of Ordinances and/or the Land Development Regulations of the City in effect from time to time. (h) "City Parcel" shall mean any Parcel owned by the City. (i) "Closin " shall mean the consummation of a Takedown transaction pursuant to which the City conveys a Commercial Parcel to Buyer, in accordance with Part 4 hereof. A Closing may also be referred to as a "Takedown Closing". 0) "Commercial Parcel" shall mean a Parcel within the Project which is approved for and will be developed and used for non-residential purposes. The 4 0215045\157453\1626977v8