STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIO] FLORIDA REAL ESTATE COMMI$ AY RERA AHesative Hearings “FILE FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION, DIVISION OF REAL ESTATE, Date L | : Gg (3 Petitioner, vs. FDBPR Case N° 2001532365 BARBARA J. ABRASS OD- [507 PL Respondent. / ADMINISTRATIVE COMPLAINT State of Florida, Department of Business and Professional Regulation, Division of Real Estate (“Petitioner”) files this Administrative Complaint against Barbara J. Abrass (“Respondent”) and alleges: ESSENTIAL ALLEGATIONS OF MATERIAL FACT 1. Petitioner is a state government licensing and regulatory agency charged with the responsibility and duty to prosecute Administrative Complaints pursuant to the laws of the State of Florida, in particular Section 20.165 and Chapters 120, 455 and 475, of the Florida Statutes and the rules promulgated pursuant thereto. . 2. Respondent is and was at all times material hereto a licensed Florida real estate broker, issued license number 79034 in accordance with Chapter 475 of the Florida Statutes. 3. The last license issued was as a broker-salesperson c/o Michael F. Trexler, 1510 Illinois Street, Orlando, Florida 32803. FDBPR v. Barbara Abrass Case No. 2001532265 Administrative Complaint ‘ 4. At all times material. Respondent was the sole officer, director, and shareholder of Barbara Abrass, Inc. (“Abrass”), a Florida corporation. 5. On or about October, 1997, Respondent began a personal relationship with Rodney Tringham (‘‘Tringham”’), a citizen of the United Kingdom. 6. Respondent and Tringham employed the same accountant, Linda Parks. 7. Linda Parks assisted in forming Abrass, and Tringham’s company, Tringham & Associates, Inc. (“TAI”) during 1998. - . 8. At all times material, Tringham was a shareholder and director of Planbridge Properties, LTD (‘Planbridge”), a British corporation. 9. On or about November 11, 1997, Respondent and Tringham entered into a contract with Moukhtara Trading Company (“Seller”) owner of property commonly known as Lot 1, Lake Bryan Estates, Orange County, Florida (“Property”). Copy of contract is attached and incorporated as Administrative Complaint Exhibit 1. 10. The Respondent was a transaction broker in the above-referenced transaction. 11. TAI was listed as the purchaser in the above-referenced transaction. 12. At all times material to the transaction, Respondent did not disclose to Seller, her close relationship with Tnngham. 13. Ina letter to Seller, Respondent represented that Tringham was an English chartered accountant since 1971 who practices in Potters Bar North London. FDBPR v. Barbara Abrass Case No. 2001532265 Administrative Complaint 14. Tringham was neither an accountant nor chartered accountant. 15. On or about May 22, 1998, Tringham solicited $243,000 in investment funds from Planbridge concerning a development plan for Property. 16. Under the development plan, $10,000 would be used as a deposit on a contract to purchase property, and $230,000 would be used to improve Property. 17. According to said plan, Tringham was to assign the purchase contract to Planbridge, who would purchase Property from Seller. > . 18. On or about May 28, 1998, Planbridge wired $243,000 into Tringham’s attorney, Christopher Stanley’s (“Attorney”) escrow account. 19. On or about May 28, 1998, Attorney wired $179,000 to Respondent, which she used to close on the purchase of her home commonly known as 702 Lakeworth Circle, Heathrow, Florida. 20. Respondent used said funds to purchase her home without the knowledge or consent of Planbridge. 21. On or about July 13, 1999, Respondent and Tringham met with Planbridge’s board of directors in London, United Kingdom. 22. At said meeting, Respondent introduced herself as a real estate specialist aiding in the transaction. 23. At said meeting, Respondent failed to disclose her close personal relationship with Tringham. 24. At said meeting, Respondent failed to disclose that she had received $179,000 of Planbridge funds and used the funds to purchase her home. FDBPR v. Barbara Abrass Case No. 2001532265 Administrative Complaint ‘ 25. At said meeting, Respondent failed to disclose that she was the transaction broker on the contract that had been assigned to Planbridge 26. At said meeting, Douglas White (“White”), a member of the Planbridge Board of Directors, requested an accounting of the $243, 000. 27. Tringham told White that he had used $10, 000 for the deposit, and $20,000 for legal fees. 28. At said meeting, Respondent represented that she would provide an accounting of the remaining $210,000. ) 29. Atall times material, Respondent failed to provide an accounting as White requested. 30. At all times material, Respondent failed to return the $179,000 she took from Planbridge and used to buy real estate for herself. COUNT I Based upon the foregoing, Respondent is guilty of fraud, misrepresentation, dishonest dealing by trick, scheme or device, culpable negligence, or breach of trust in any business transaction in violation of Section 475.25(1)(b), Florida Statutes. WHEREFORE, Petitioner respectfully requests the Florida Real Estate Commission, or the Department of Business and Professional Regulation, as may be appropriate, to issue a Final Order as final agency action finding the Respondent(s) guilty as charged. The penalties which may be FDBPR v. Barbara Abrass Case No. 2001532265 Administrative Complaint imposed for violation(s) of Chapter 475 of the Florida Statutes, depending upon the severity of the offense(s), include: revocation of the license or registration or permit; suspension of the license, registration or permit for a period not to exceed ten (10) years, imposition of an administrative fine of up to $1,000 for each count or offense; imposition of investigative costs; issuance of a reprimand; imposition of probation subject to terms including, but not limited to, requiring the licensee, registrant or permitee to complete and pass additional real estate education courses; publication; or any egmbination of the foregoing which may apply. See Section 475.25(1), Florida Statutes (2001) and Florida Administrative Code Rule 61J2-24.001. The penalties which may be imposed for violation(s) of Chapter 455 of the Florida Statutes, depending upon the severity of the offense(s), include: revocation of the license, registration, or permit; suspension of the license, registration, or permit for a period not to exceed ten (10) years; imposition of an administrative fine of up to $5,000 for each count or offense; imposition of investigative costs; issuance of a reprimand; imposition of probation subject to terms including, but not limited to, requiring the licensee, registrant, or permitee to complete and pass additional real estate education courses; publication; restriction of practice; injunctive or mandamus relief, imposition of a cease and desist order; or any combination of the foregoing which may apply. See Section 455.227, Florida Statutes (2001) and Florida Administrative Code Rule 61J2-24.001. FDBPR v. Barbara Abrass Administrative Complaint SIGNED this Case No. 2001532265 , 2002. FILED” Department of Professional Regulatione Division of Reai Estate Kou tlone iA} ate CD/k PCP: MV/NM 9/02 Professional Regulation By: Director, Division of Real Estate ATTORNEY FOR PETITIONER CHRISTOPHER J. DE COSTA Florida Bar N° 0271410 Senior Attorney, Real Estate Department of Business and Professional Regulation, Legal Section - Suite N 308 Hurston Bldg. North Tower 400 West Robinson Street Orlando, Florida 32801-1772 (407) 481-5632 (407) 317-7260 FAX _ NOTICE TO RESPONDENTS PLEASE BE ADVISED that mediation under Section 120.573 of the Florida Statutes, is not available for administrative disputes involving this type of agency action. PLEASE BE FURTHER ADVISED that pursuant to this Administrative FDBPR v., Barbara Abrass Case No. 2001532265 Administrative Complaint Complaint you may request, within the time proscribed, a hearing to be conducted in this matter in accordance with Sections 120.569 and 120.57 of the Florida Statutes; that you have the right, at your option and expense, to be represented by counsel or other qualified representative in this matter; and that you have the right, at your option and expense, to take testimony, to call and cross-examine witnesses, and to have subpoena and subpoena duces tecum issued on your behalf if a formal hearing is requested. PLEASE BE FURTHER ADVISED that if you do not file an Election of Rights form or some other responsive pleading with the Petitioner within twenty-one (21) days of receipt of this Administrative Complaint, the Petitioner will file with the Florida Real Estate Commission a motion requesting an informal hearing and entry of an appropriate Final Order which may result in the suspension or revocation of your real estate license or registration. Pleasg see the enclosed Explanation of Rights and Election of Rights form. PURCHASE AND SALE AGREEMENT _ THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made by and between Purchaser and Seller as of the Effective Date. In consideration of the mutual covenants and representations herein contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows: I. DEFINITIONS 1.1 As used herein, the following terms shall have the meanings set forth below in this Section 1.1: Approval Period shall mean the period commencing on the Effective Date and ending at 5:00 p.m., Orlando, Florida, on the 60th day thereafter, subject to extension as described in Section 5.1. > . Assignment Of Agreement shall mean Purchaser's assignment of this Agreement under the terms and conditions described in Section 11.8. Approval Period Deposit shall mean Ten Thousand Dollars ($10,000.00). Closing shall mean the act ‘of settlement of the purchase and sale of the Property in accordance with this Agreement at which, among other matters, title to the Property is conveyed from Seller to Purchaser and the Purchase Price is paid by Purchaser to Seller. Closing Date shall mean no later than twenty (20) days after the last day of the Approval Period, subject to extension as described in Section 5.5. Earnest Money shall mean Five Hundred Fifteen Thousand Dollars ($515,000.00). ~ Escrow Agent shall mean John F. Hayter, Attorney At Law, P.A., who shall also be the "Closing Agent" referred to hereinafter. Effective Date shall mean the first date the Escrow Agent is in receipt of both this Agreement executed by Purchaser and Seller (whether in counterparts or not) and the Approval Period Deposit. Inspection Materials shall mean a copy of Seller’s Owner Policy of Title Insurance on the Property and Seller's existing 1 ADMINISTRATIVE COMPLAINT EXHIBIT #4 PAGE ) of 30 7 ERHIBIT BoE GS PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ survey of the Property, if any. Land shall mean those certain tracts of land located in the City of Orlando, Orange County, Florida, being more particularly described on Exhibits A-1, A-2 and A-3, respectively, attached hereto and made a part hereof. Owner's Policy shall mean the Owner’s Policy of Title Insurance in the standard form in use in the State, naming Purchaser as insured, in the amount of the Purchase Price, insuring that Purchaser owns fee simple title to the Property, subject only to the Permitted Encumbrances, if any. Property shall have the meaning provided in Section 2.1 of this Agreement. Purchase Price shall mean Five Million Two Hundred Fifty Thousand Dollars ($5,250,000.00). Purchaser shall mean Tringham & Associates, Ltd., a Bahamian corporation, at: Tringham & Associates, Ltd., 50 Shirley Street Nassau, Bahamas with copy to: Christopher L. Stanley, Esquire 139 Fulton Street, Ste. 513 “New York, NY 10038 Phone 212-732-1204 Fax 212-587-1314 Seller shall mean Moukhtara Trading Company, U.S.A., a Florida corporation, at and with copy to: John F. Hayter, Attorney At Law, P.A. 704 N.E. lst Street Gainesville, FL 32601 Phone 352-374-8566 Fax 352-371-8299 Seller's Broker shall mean Barbara J. Abrass, Florida Real ee es Estate Broker, at: Tricor Services Corporation 100 East Sybelia Avenue, Ste. 225 2 ADMINISTRATIVE COMPLAINT EXHIBIT # > PAGE 2 os 30 __ EXHIBIT___¥ PAGE 6G PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to . Tringham & Associates, Ltd., a Bahamian corporation/ Maitland, FL 32751 Phone 407-333-3933 Fax 407-333-3387 State shall mean the State of Florida. Survey shall mean a current “as-exists" survey of the Property. Title Commitment shall mean a Commitment for Owner’s Policy of Title Insurance with respect to the Property issued by the Title Company together with legible copies of any restrictive covenants, easements and other items listed as title exceptions in such Commitment . Title Company shall mean John F. Hayter, whose address for notice under this Agreement set out above. 2. PURCHASE AND_ SALE 2.1 Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of the Seller’s assignable and transferable right, title and interest in and to the following described property (herein collectively called the "Property") : (a) Land. The Land. (b) Easements. All easements, if any, benefiting the Land. (c) Rights and Appurtenances. All rights and appurtenances pertaining to the Land, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way. (d) Improvements. Not applicable. (e) Leases. Not applicable. (f) Contracts. To the extent assignable without the consent of third parties, all Contracts. (g) Intangible Property. To the extent assignable without the consent of third parties, all intangible property (hereinafter the "Intangible Property"), if any, owned by Seller and pertaining to the Land including, without limitation, transferable utility contracts, transferable telephone exchange EXHIBIT 7 Te o> PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ numbers, plans and specifications, engineering plans and studies, floor plans and landscape plans. ° 2.2 Radon Notice. Radon is a naturally occurring radioactive gas that when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to Radon over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 3. PURCHASE PRICE 3.1 Purchase Price. The unpaid balance (after credit being given for the Approval Period Deposit and the Earnest Money) of the, Purchase Price shall be paid in cash by Purchaser to Seller atthe Closing by wire transfer in accordance with wire transfer instructions to be provided by Seller. 4. EARNEST MONEY 4.1 Approval Period Deposit And Earnest Money. Purchaser shall deliver the Approval Period Deposit to the Escrow Agent on the date a fully executed copy of this Agreement is delivered to the Escrow Agent by Purchaser. This delivery may be made by wire transfer in accordance with wire transfer instructions provided by the Escrow Agent. If not cancelled as otherwise provided herein the Earnest Money shall be delivered to the Escrow Agent by the Purchaser by the same means set forth above as to the Approval Period Deposit on or by the last day of the Approval Period. The Earnest Money, but not the Approval Period Deposit, shall be placed in an interest bearing account as the Seller shall direct. Seller shall have the option of terminating this Agreement if the full amount of Earnest Money is not delivered to the Escrow Agent as prescribed in this Section 4. 1. Purchaser agrees to promptly deliver or cause the Escrow Agent to deliver to Seller written acknowledgment by the Escrow Agent that the executed copy of this Agreement and the Earnest Money have been received by and are being held by the Escrow Agent pursuant to the terms of this Agreement. If the sale of the Property is consummated under this Agreement the Approval Period Deposit and Earnest Money shall be paid to Seller and applied to the payment of the Purchase Price at Closing. If Purchaser terminates this Agreement in accordance with any right to terminate granted to Purchaser by the terms of this Agreement, the Approval Period Deposit and the Earnest Money shall be immediately returned to 4 AGNINIS TS ayiye COMPLAINT, EXHIS'T FF. PAGE ne Oo! tiv 3 we cvuinita— A PAGE PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ Purchaser, and no party hereto shall have any further obligations under this Agreement except for such obligations which by their terms expressly survive the termination of this Agreement (the "Surviving Obligations"). Purchaser agrees to deliver to Seller copies of all Reports (as defined in Section 5.2 hereto) at the time the notice to terminate this Agreement.is given. The obligations to deliver the Reports shall survive the termination of this Agreement. In no event shall any Earnest Money be returned to Purchaser hereunder unless and until all Reports have been delivered to Seller. - 5. CONDITIONS TO CLOSING S.1 Seller's Obligations. Seller shall deliver the Inspection Materials to Purchaser, at Seller’s expense, within five (5) days after the Effective Date. Seller's failure to timely deliver the Inspection Materials to Purchaser (Seller's Delay) shall result in the extension of the Approval Period, but in no event shall such extension be for a term longer than the Seller's Delay beyond the aforementioned five (5) day period after the Effective Date. Purchaser’s remedy for any such failure shall be Purchaser’s right to terminate this Agreement by delivering written notice thereof to Seller prior to the end of the Approval Period and receive.a return of the Approval Period Deposit (subject to Purchaser’s delivery of the Reports to Seller), in which event neither party shall have any obligation hereunder except for the Surviving Obligations. , 5.1.1 Purchaser’s Satisfaction. During the Approval Period, and all periods described in 5.1.2, below, the Purchaser shall have the right to conduct such tests and inspections of the property as Purchaser, at its sole discretion and expense, shall deem appropriate. Seller shall and does hereby grant Purchaser the right to enter upon the property for this purpose. Should Purchaser notify Seller at any time prior to the expiration of the Approval Period that the condition of the property is unacceptable to the Purchaser for any reason, then the Approval Period Deposit shall be refunded to the Purchaser and this agreement shall become null and void. If Purchaser fails to so notify the Seller, Purchaser shall be deemed to have waived its right to terminate this agreement pursuant to this provision. It is understood that this Approval Period is in addition to any other inspection provision contained herein. If Purchaser does not terminate this Agreement by written notice to Seller prior to the end of the Approval Period, the conditions precedent set forth in this Section 5.1.1 shall be deemed to be satisfied. If the agreement is not terminated pursuant to this part the Earnest iC CuwPLAINT exuipit___ 4 Pace_@ Per PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ Monéy shall become due and payable as otherwise provided :herein. 5.1.2 Title Commitment and Survey. (a) Purchaser shall obtain the Survey. Seller shall obtain the Title Commitment and deliver same to Purchaser within ten (10) days after the Effective Date. In the event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Property that is unacceptable to Purchaser, Purchaser shall, no later than five (5) days after the end of the Approval Period, notify Seller in writing of such facts and reasons therefore ("Purchaser's Survey Objections") or if (ii) any non-standard exceptions appear in the Title Commitment (other than the standard exceptions appearing in Attorney's Title Insurance Fund, Inc. commitments), that are unacceptable to Purchaser, Purchaser shall, no later than thirty (30) days after receipt of the Title Commitment, notify Seller in writing of such facts and the reasons therefor ("Purchaser's Title Objections"). Upon the expiration of both of the foregoing applicable periods, except only for Purchaser's Survey or Title Objections, if same are duly and timely raised, Purchaser shall be deemed to have accepted the form and substance of the Survey and the Title Commitment. Notwithstanding anything to the contrary contained herein, Seller shall have no obligations to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of the Purchaser's Objections. Seller may, within five (5) days after each receipt of written notice of Purchaser's Survey and/or Title Objections, whichever is applicable ("Seller's Cure Period"), deliver to Purchaser a written notice ("Seller's Cure Notice ") setting forth which of Purchaser's Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Objections Seller cannot or does not intend to cure. If Seller has not given Seller's Cure Notice by the end of Seller's Cure Period, Seller shall be deemed to have given notice that it does not intend to cure any of Purchaser's Survey and/or Title Objections, whichever is applicable. If Seller gives no Seller's Cure Notice as to one or more of Purchaser's Objections ("Seller's Non-cure Purchaser's Objections") Purchaser may, within five (5) days of the expiration of the applicable Seller's Cure Period (Purchaser's Non-cure Termination Period), terminate this Agreement as otherwise provided in Section 5.1. If this Agreement is not so terminated by Purchaser within Purchaser's foregoing applicable Non-cure Termination Period, the said Seller's Non-cure Purchaser's Objections may not serve as the basis of any future termination. If, by forty eight (48) hours prior to the Closing Date, Seller has not cured to the reasonable satisfaction of the Purchaser each and all of the Purchaser's ADM WeESTRA rive COMPLAINT exist gz] vad eee PASE la or 30 EXHIBIT___4 PAGE_ 70 7 PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ Objections which Seller has in Seller’s Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on or before the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.1.2, neither party shall have any further obligations hereunder other than the Surviving Obligations. (ob) The term "Permitted Encumbrances" as used herein includes: (i) any easement, right of way, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or other matter with respect to the Property that is reflected or addressed on the Survey or the Title Commitment to which Purchaser fails to timely object pursuant to Section 5.1.2(a) of this Agreement; (ii) any Purchaser’s Objection which in Seller’s Cure Notice Seller has undertaken to cure that remains uncured, for, whatever reason, at the Closing Date; (iii) any Purchaser’s Objections which by the end of the Approval Period Seller has given, or is deemed to have given, notice that it cannot or does mot intend to cure; and (iv) the rights and interests of parties claiming under the Leases, if any. 5.1.3 Limitations of Seller’s Obligation. Notwithstanding anything contained herein to the contrary, Seller shall have no obligation to take any steps, bring any action or proceeding or incur any effort or expense whatsoever to eliminate, modify or cure any objection Purchaser may have pursuant to Section 5.1. 1, Section 5.1.2 or Section 5.2. ‘ 5.2 Inspection. Purchaser may inspect, test, and survey: (a) the Property, (b) all financial records pertaining to the operation of the Property, and (c) photocopies of all Leases and Contracts in the possession of Seller, if any, at any reasonable time during business hours at any time during the Approval Period. Notwithstanding the foregoing, Purchaser must obtain Seller's prior written approval of the scope and method of any environmental testing or investigation (other than a Phase I environmental inspection) and any inspection which would materially alter the physical condition of the Property, prior to Purchaser’s commencement of such inspections or testing. In any event, Seller and its representatives, agents, and/or contractors shall have the right to be present during any such testing, investigation, or inspection. If such inspection reveals any fact or condition unacceptable to Purchaser ("Purchaser’s Inspection Objections"), Purchaser shall notify Seller in writing no later than five (5) days after the expiration of the Approval Period of Purchaser’s Inspection Objections, and Seller shall 7 eee COMPLAINT EXHIBIT # PAGE i OF EXHIBIT. 3 pace 7th PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ have the right (without any obligation to do so) to correct same by forty eight (48) hours prior to the Closing Date. Seller may, within five (5) days after receipt of written notice of Purchaser’s Inspection Objections ("Seller's Inspection Cure Period"), deliver to Purchaser written notice ("Seller's Inspection Cure Notice") setting forth which of Purchaser’s Inspection Objections Seller will endeavor to cure prior to the Closing Date and which of Purchaser's Inspection Objections Seller cannot or does not intend to cure ("Non-cure Inspection Objections"). If Seller has not given Seller’s Inspection Cure Notice, as to one or more, or all, of the Purchaser’s Inspection Objections by the end of the Seller’s Inspection Cure Period, Seller will be deemed to have given notice that it does not intend to cure such Purchaser’s Inspection Objections. In the event that Seller does not give notice that it intends to cure one or more of the Purchaser’s Inspection Objections, Purchaser may, within five (5) days of the expiration of the Seller's Inspection Cure Period, terminate this Agreement as otherwise provided in Section 5.1. If the Agreement is not cancelled during said five (5) day period, the Purchaser will be deemed to have : waived the cure of the Purchaser’s Inspection Objections that the Seller will not cure ("Waived Non-cured Inspection Objections"). If, by forty eight (48) hours prior to the Closing Date, Seller has not cured to the reasonable satisfaction of Purchaser all of Purchaser's Inspection Objections which Seller has in Seller's Inspection Cure Notice undertaken to cure, Purchaser may (as its sole and exclusive remedy) terminate this Agreement by written notice to Seller on the Closing Date. In the event of a termination of this Agreement by Purchaser under this Section 5.2, neither party shall have any further obligations hereunder other than the Surviving Obligations. All information provided by Seller to Purchaser or obtained by Purchaser relating to the Property in the course of Purchaser’s review, including, without limitation, any environmental assessment or audit (collectively, the “Reports") shall be treated-as confidential information by Purchaser and Purchaser shall instruct all of its employees, agents, representatives and contractors as to the confidentiality of all such information. Purchaser shall restore the Property to its condition existing immediately prior to Purchaser's inspection thereof, and Purchaser shall be liable for all damage or injury to any person or property resulting from, relating to or arising out of any such inspection, whether occasioned by the acts of Purchaser or any of its employees, agents, representatives or contractors, and Purchaser shall indemnify and hold harmless Seller and its agents, employees, officers, directors, affiliates and asset managers from any liability resulting therefrom. This indemnification by Purchaser shall survive the Closing or the termination of this Agreement, as 30 CYLEIRIT 4 Pane 72 PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ applicable. 5.3 Purchaser's Representations and Warranties. Purchaser represents and warrants to Seller that (a) if Purchaser is a partnership or corporation, it is duly organized and in good standing under the laws of the State of its organization, is qualified to do business in the State and has the power to enter into this Agreement and to exercise and deliver this Agreement and to perform all duties and obligations imposed upon it hereunder, and Purchaser has obtained all necessary partnership and corporate authorizations required in connection with the execution, delivery and performance contemplated by this Agreement and has obtained the consent of all entities and parties necessary to bind Purchaser to this Agreement and (b) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in.the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Purchaser, or any partner or related entity or affiliate of Purchaser, is a party or by which Purchaser, any partner or related entity or affiliate of Purchaser, or any of Purchaser’s assets is bound. 5.4 Seller’s Representations and Warranties. Seller represents and warrants to Purchaser that (a) Seller has the full partnership/corporate right, power and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement and to perform all duties and obligations imposed on Seller under this Agreement, and (b) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms; conditions, or provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller’s assets is bound. - 5.5 Defective Condition Extension: Termination. The obligations of Seller hereunder are subject to and contingent upon the following: In the event that subsequent to the execution of this Agreement Seller obtains knowledge of, or Purchaser's inspection of the Property reveals a defective condition on the property which Seller, in its sole judgment, determines could constitute a potential liability to Seller after the Closing or should be remedied prior to the sale of the Property, Seller shall have the ADMINISTAATIVE COMPLAINT EXHIBIT 4___] page or __ 30 exuipit _ ~—s PAGE_73 oe PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ right upon written notice to Purchaser at least seventy two (72) hours before the scheduled Closing Date either (i) to extend the Closing Date for the reasonable period of time necessary to complete such remediation at Seller’s sole cost and expense, but not to exceed seven (7) days without written agreement of the Purchaser, or (ii) to terminate this Agreement upon written notice to Purchaser, in which event the Approval Period Deposit and the Earnest Money shall be refunded to Purchaser and neither party shall have any further right or obligation hereunder other than the Surviving Obligations. The terms of this Section 5.5 are solely for the benefit of Seller, and Purchaser shall have no additional right or remedy hereunder as a result of the exercise by Seller of its rights under this Section. 6. NO REPRESENTATIONS OR WARRANTIES BY SELLER; ACCEPTANCE OF PROPERTY > 6.1 Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, EITHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND-GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS OR ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN, AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND [0 ADMINISTRATIVE COMPLAINT EXHIBIT # PAGE__]0 of _ 30 eat 24 _PAGE_ 74 ———— PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED ‘OR TO BE PROVIDED BY SELLER, EXCEPT FOR ANY AND ALL REPRESENTATIONS BY SELLER AS TO SELLER’S CURE OF ANY TITLE, TITLE COMMITMENT, SURVEY, ENCUMBRANCE, GOVERNMENTAL REGULATION, PRIVATE COVENANT, OR OTHER DEFICIENCY ON THE PROPERTY, AND AGREES TO ACCEPT THE PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, EXCEPT FOR ANY AND ALL STATEMENTS MADE BY SELLER OR SELLER’S AGENT(S) AS TO SELLER'S OR SAID AGENT’S CURE OF ANY TITLE, TITLE COMMITMENT, SURVEY, ENCUMBRANCE, POTENTIAL OR ACTUAL VIOLATION OF GOVERNMENTAL REGULATION, PRIVATE COVENANT OR OTHER DEFICIENCY ON THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY.LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO. REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASERS ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY, THE PROVISIONS OF THIS SECTION 6 BEING EXPRESSLY INTENDED BY THE PARTIES TO SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. 6.2 Hazardous Materials. "Hazardous Materials" shall mean any substance which is or contains (i) any "hazardous substance" as now or hereafter defined in §101(14) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. §9601 et seq.) ("CERCLA") or any regulations promulgated under CERCLA, (ii) any "hazardous waste" ALLAN AG Suitable ® EXHIBIT # PAGE Mor __ 39 EXHIBIT.__4 so paGe_ 7 PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham_& Associates, Ltd., a Bahamian corporation/ as tiow or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.) ("RCRA") or regulations promulgated under RCRA; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; and (viii) any additional substances or materials which are now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements (as hereinafter defined) or the common law, or any other applicable laws relating to the Property. Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property, (A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated from the Property, could constitute a trespass. 6.3 Environmental Requirements. "Environmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees, now or hereafter enacted, promulgated, or amended, of the United States, the states, the counties, the cities, or any other political subdivisions in which the Property is located, and any other political subdivision, agency or instrumentality exercising jurisdiction over the owner of the Property, thé Property, or the use of the Property, relating to pollution, the protection or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the environment (including, without limitation, ambient air, surface water, ground water or land or soil). 7. CLOSING 7.1 Closing. The Closing shall be held at a location in the Orlando, Orange County, Florida, area, to be designated by the Closing Agent at least seven (7) business days prior to closing, on the Closing Date, unless the parties mutually agree in writing upon another place, time or date, and all wire instructions are to be provided at least seven (7) business days prior to closing. 7.2 Possession. Possession of the Property shall be AggiNisikArive COMPLAINT EXHIBIT # pace 1X or 30 exnipit___ 47 PAGE__7@ PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ delivered to Purchaser at the Closing, subject to the Permitted Encumbrances. 7.3 Proration. All real estate and personal property taxes and other assessments with respect to the Property for the year in which the Closing occurs, shall be prorated to the date Seller receives the Purchase Price in immediately available funds with Seller receiving the benefits and burdens of ownership on the Closing Date. If the Closing shall occur before the tax rate or the assessed valuation of the Property is fixed for the then current year, the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation and, in such event, an escrow (the "Tax Escrow") equal to ten (10) percent of the prior years taxes, to be contributed to equally by the parties, shall be set up with the Escrow Agent for the purpose of payment, on an appropriately prorated basis, of the taxes finally assessed against the property for the year of closing. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the parties agree, first out of the Tax Escrow to the extent it is sufficient and thereafter from such additional funds from either or each of the respective parties as are necessary, to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment. If the Property is not assessed as a separate parcel for tax or assessment purposes, then such taxes and assessments attributable to the Property shall be determined by Purchaser and Seller. If, as of the Closing, the Property is not being treated as a separate tax parcel, then within thirty (30) days after the Closing, Purchaser shall, at its sole cost and expense, have the Property assessed separately for tax and assessment purposes. In the event the Property has been assessed for property tax purposes at such rates as could result in ‘roll-back" taxes upon changes in land usage or ownership of the Property, Purchaser agrees to pay all such taxes and indemnify and save Seller harmless from and against any and all claims and liabilities for such taxes. The agreements of Seller and Purchaser set forth in this Section 7.3 shall survive the Closing. 7.4 Closing Costs. Except as otherwise expressly provided herein, Seller shall pay, on the Closing Date, any deed transfer taxes or documentary stamps and the premium for the owner’s title insurance policy that is to be delivered to the Purchaser as otherwise described herein, and Purchaser shall pay, on the Closing Date, all recording costs and the cost of the Survey. Except as otherwise provided herein, each party shall pay its own attorneys’ fees. LIADMINISTRATIVE COMPLAINT EXHIBIT #___| pace _ 1% — of _3° exuipit Yo page 77 =e PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ 7.5 Seller's Obligations at the Closing. At the Closing, Seller shall deliver to Purchaser the following: (a) Title Policy. Owner’s Policy. Purchaser, at Purchaser’s sole expense, may elect to cause the Closing Agent to amend the survey exception to read "any shortages in area." (b) Evidence of Authority. Such organizational and authorizing documents of Seller as shall be reasonably required by the Closing Agent to evidence Seller's authority to consummate the transactions contemplated by this Agreement . (c) Foreign Person. An affidavit of Seller certifying that Seller is not a ‘foreign person,’ as defined in the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended. » 7.6 Purchaser’s Obligations at the Closing. At the Closing, Purchaser shall deliver to Seller the following: (a) Purchase Price. The Purchase Price, less the Earnest Money and Approval Period Deposit, by wire transfer of immediately available funds. (b) Post Approval Period Lease Expenses. Not applicable, {c) Evidence of Authority. Such organizational and authorizing documents of Purchaser as shall be reasonably required by Seller and/or the Closing Agent authorizing Purchaser’s acquisition of the Property pursuant to this Agreement and the execution of this Agreement and any documents to be executed by Purchaser at the Closing. (d) Taxpayer I.D. Certification, in the form attached to this Agreement as Exhibit D.. 7.7 Documents to be Executed by Seller and Purchasér. At the Closing, Seller and Purchaser shall also execute and deliver the following: (a) Deed. Warranty Deed (the "Deed" ) conveying the Land and the Improvements to Purchaser subject to no exceptions other than the Permitted Encumbrances, in the form attached to this Agreement as Exhibit B. 8. RISK OF LOSS 14 ADMINISTRATIVE COMPLAINT EXHIBIT # pace _ 14 or __22 everet_ 0 sase fe PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to . Tringham & Associates, Ltd., a Bahamian corporation/ 8.1 Condemnation. If, prior to the Closing, action is initiated to take any of the Property by eminent domain proceedings or by deed in lieu thereof, Purchaser may either at or prior to Closing (a) terminate this Agreement, or (b) consummate the Closing, in which latter event all of Seller’s assignable right, title and interest in and to the award of the condemning authority shall be assigned to Purchaser at the Closing and there shall be no reduction in the Purchase Price. 8.2 Casualty. Not applicable. 9 DEFAULT 9.1 Breach by Seller. Except as Purchaser's remedies may otherwise be expressly limited by the terms of this Agreement: (a) In the event that Seller shall default in any of its obligations hereunder to be performed prior to ‘closing, for any reason other than Purchasers default or a termination of this Agreement by Purchaser or Seller pursuant to a right to do so under the provisions hereof, Purchaser, as its sole and exclusive remedy, may either (i) terminate this Agreement and receive a refund of the Approval Period Deposit and, if applicable, the Earnest Money, or (ii) enforce specific performance of this Agreement. : (b) Notwithstanding the foregoing, in no event shall Seller be liable to Purchaser for any actual, punitive; speculative, consequential or other damages. 9.2 Breach by Purchaser. If Purchaser fails to comply with this Agreement Seller may terminate this Agreement and thereupon shall be entitled to the Earnest Money as liquidated damages and as Seller’s sole remedy and relief hereunder (except for the Surviving Obligations). Seller-and Purchaser have made this provision for liquidated damages because it would be difficult to calculate, on the date hereof, the amount of actual damages for such breach, and Seller and Purchaser agree that these sums represent reasonable compensation to Seller for such breach. The provisions of this Section 9.2 shall not limit or affect any of Purchaser’s indemnities as provided in other Sections of this Agreement. 10. FUTURE OPERATIONS 10.1 Future Operations. ADMINISTRATIVE COMPLAINT EXHIBIT # PAGE _[S OF __2 EXHIBIT 4 paar 7F PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ .. (a) From the date of this Agreement until the Closing or earlier termination of this Agreement: (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement; (ii) Seller will perform all Seller’s obligations under the Contracts, if any. Seller will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract which cannot be canceled upon thirty (30) days prior within notice. II. MISCELLANEOUS 11.1 Notices. All notices, demands and requests which may be given or which are required to be given by either party to the other, and any exercise of a right of termination provided by thi Agreement, shall be in writing and shall be deemed effective either (a) on the date personally delivered to the addresses set forth in 1.1, above, as evidenced by written receipt therefore, whether or not actually received by the person to whom addressed; (b) upon deposit in the United States mail if by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; or (c) on the first (lst) business day after being deposited into the custody of a nationally recognized overnight delivery service such as Federal Express Corporation, UPS, Emery or Purolator, addressed to such party at the address specified in Section 1.1 above (unless changed by similar notice in writing given by the particular person whose address is to be changed). 11.2 Real Estate Commissions. Seller shall pay to Seller’s Broker upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on ina separate written agreement between Seller and Seller’s Broker. Purchaser shall pay to Purchaser’s Broker, if any, upon the Closing of the transaction contemplated hereby, and not otherwise, a cash commission in the amount agreed on ina separate listing agreement between Purchaser and Purchaser's Broker. As used in this Agreement, the phrase "Broker" shall mean Seller’s Broker and Purchaser’s Broker, collectively. Said commissions shall in no event be payable unless and until the transaction contemplated hereby is closed in accordance with the terms of this Agreement. If such transaction is not closed for any reason, including, without limitation, failure of time or default by Seller or Purchaser or termination of this Agreement pursuant to the terms hereof, then such commissions will be ADMINISTRATIVE COMPLAINT EXHIBIT # PAGE IG or _ 30 EXHIBIT. 4 pace 70 PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ deemed not to have been earned and shall not be due or payable. Except as set forth above with respect to Broker, neither Seller nor Purchaser has authorized any broker or finder to act on Seller’s or Purchaser’s behalf in connection with the sale and purchase hereunder and neither Seller nor Purchaser has dealt with any broker or finder purporting to act. on behalf of any other party. Purchaser agrees to indemnify and hold harmless Seller from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Purchaser or on Purchasers behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby, other than Seller’s Broker. Seller agrees to indemnify and hold harmless Purchaser from and against any and all claims, losses, damages, costs or expenses of any kind or character arising out of or resulting from any agreement, arrangement or understanding alleged to have been made by Seller or on Seller’s behalf with any broker or finder in connection with this Agreement or the transaction contemplated hereby, other than Purchaser’s Broker. Notwithstanding anything to the contrary contained herein, this Section 11.2 shall survive the Closing or any earlier termination of this Agreement. 11.3 Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein. 11.4 Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby. 11.5 Headings. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement. 11.6 Time of Essence. Time is of the essence of this Agreement. However, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Florida, then, in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 11.7 Governing Law. This Agreement shall be governed by the laws of the State of Florida and the laws of the United States L7ADMINISTRATIVE COMPLAINT EXHIBIT _ | pace __}t or _30 PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ pertaining to transactions in the State of Florida. 11.8 Successors and Assigns: Assignment. This Agreement shall bind and inure to the benefit of Seller and Purchaser and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns. Purchaser may assign Purchaser’s rights under this Agreement without the prior written consent of Seller. The parties hereby agree that any such assignment to the proposed assignee shall not release Purchaser from any of its duties or obligations under this Agreement. In the event of such an assignment, Purchaser and such assignee shall execute and deliver an Assignment of Purchase and Sale Agreement in substantially the same form attached hereto as Exhibit E (the “Assignment of Agreement"). This Agreement is solely for the benefit of Seller and Purchaser, there are no third party beneficiaries hereof. Any assignment of this Agreement in violation of the foregoing provisions shall be nul. and void. 11.9 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement and, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement. 11.10 Attorneys’ Fees. In the event it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys’ fees incurred in such suit. - 11.11 Multiple Counterparts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) agreement. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart with each party’s signature. 11.12 Exhibits. The following exhibits are attached to this Agreement and are incorporated into this Agreement by this reference and made a part hereof for all purposes: (a) Exhibits A-1, A-2 and A-3, the legal descriptions of AByinisTRAe.E COMPLAINT EXHIBIT # pace __| § oF _2° —_—— exnipit___ 4 pace FZ PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ the Land. (b) Exhibit B the form of the Deed. (c) Exhibit ¢ not applicable. (d) Exhibit D the form of the Taxpayer I.D. Certification. (e) Exhibit E, the form of Assignment of Purchase and Sale Agreement. 11.11 Recordation. Seller and Purchaser hereby acknowledge that neither this Agreement nor any memorandum or affidavit thereof shall be recorded of public record. Should Purchaser ever record or attempt to record this Agreement, or a memorandum or affidavit thereof, or any other similar document, then, notwithstanding anything herein to the contrary, said recordation or’attempt at recordation shall constitute a défault by Purchaser hereunder, and, in addition to the other remedies provided for herein, Seller shall have the express right to terminate this Agreement by filing a notice of said termination in the county in which the Land is located. 11.14. Merger Provision. Except as otherwise expressly provided herein, any and all rights of action of Purchaser for any breach by Seller of any representation, warranty or covenant contained in this Agreement shall merge with the Deed and other instruments executed at Closing, shall terminate at Closing and shall not survive Closing. 11.15 Jury Waiver. PURCHASER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, OR UNDER:OR IN CONNECTION WITH THIS AGREEMENT, THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING OR SELLER AT CLOSING, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR BY ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH OR TO THIS AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT AND ANY CLAIMS OR DEFENSES ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS AGREEMENT AND THE DOCUMENTS DELIVERED BY PURCHASER AT CLOSING AND SHALL SURVIVE THE CLOSING OF TERMINATION OF THIS AGREEMENT. Dated the last day executed below. J COMPLAINT aPWINEDT BA ADMINIS Fark 1eynipir #___ PAGE 14 of 30 4 EXHIBIT___ 4 pace_&@ 3 = ri PURCHASE AND SALE AGREEMENT Moukhtara Trading eines U.S.A. to Tringham & Associates Ltd a Bahamian corporation/ Moukhtara Trading Co., U.S.A. Date @ a ichel P/ Moukhtara, as President as to both shih b Herbie Witness as to both State of Florida County of Alachua Before me, the under sages aythority, personally appeared Michel P. Moukhtara and [tick UP. Athra , to me well and personally known, << acknowledged to and before me the intention to and the actual acts of executing the foregoing instrument for the purposes therein expressed, ‘and did then and there swear to and subscribe same on the date indicated. | Ce FOBIN H. HEADSICK ; Cousalasion Publle, Stats of Florida “ay No. C : SEH _ Wy Commissi c557804 on Explras 5/28/2009 O09 & Associates, Ltd., An corporation Date 6 2/98 Notary Public foy Purchaser Ear T (print name and title of authorized representative) State of Foes County of Semin . Before me, the undersigned authority, personally appeared bert Trin , to me well and personally kno by verte of their having displayed C (FEA 27 ~-4S5-/6 4-0 , and acknowledged to and before me masa intention to and the actual acts of executing the foregoing instrument for the purposes therein expressed, and did then and/there ear to and subscribe same on the date indicated. _\ At “cm Exp, 4/9/2002 te. OC 732331 ADMINISTRATIVE COMPLAINT EXHIBIT # _{ pace __ dO or 30 _- EXHIBIT AHH pace F4 Parcei Una: Lot I, LAKE BRYAN ESTATES, according ¢ + rt r i . 2 to the ple: the: ded in Pi: k Ps 4 hi eof as recorded | at Book K Pace AND PORTION OF 30’ ROADWAY VACATION” ‘A.PORTION OF 30’ WIDE UNNAMED ROADWAY AS SHOWN ON THE PLAT OF LAKE BRYAN ESTATES, AS RECORDED IN PLAT BOOK "K", PAGE 116 OF THE OFFICIAL RECORDS OF ORANGE COUNTY, FLORIDA, AND MORE PARTICULARLY DESCRIBED AS BEGINNING AT A NAIL AND DISK MARKING THE NORTHWEST CORNER OF LOT 1, SAID PLAT OF LAKE BRYAN ESTATES; THENCE SOUTH 09'53'50" EAST ALONG THE SOUTH LINES OF LOTS 1, 2 AND 3 OF SAID PLAT, A DISTANCE OF 321.25 FEET TO AN IRON PIN #2864 MARKING THE SOUTHWEST CORNER OF SAID LOT 3; THENCE SOUTH 8931/19" WEST 30.43 FEET TO AN IRON PIN #2864; THENCE NORTH 095350 WEST 321.27 FEET; THENCE NORTH 89/33/06" EAST, 30.43 FEET TO THE POINT OF BEGINNING, CONTAINING 9,776 SQUARE FEET (0.224 ACRES), MORE OR LESS, ALL IN SECTION 27, TOWNSHIP 24 SOUTH, RANGE 28 EAST, ORANGE COUNTY, FLORIDA. iii -ADMINISTRATIVE: COMPLAINT - - exHipiy ef} QoA- PAGE _A\___ OF 30 fF , ExHIBIT__ “7s PAGE__&ST_ Parcel Three: Lot 3, LAKE BRYAN ESTATES, sccérding to the plat thereof as recorded in Plat Book K, Page 116, Public Records of Orange Caunry, Florida. , and (Vacated Railroad Right-of-Way) A strip of land 60 feet in width in the NE 1/4 of the SW 1/4 of Section 27, Township 24 South, Range 23 East, said strip of land being 30 feet wide on exch side of the center line of the roadbed of the former main track of the Atlantic Coastline Railrosd Company's Apopka Branch, said strip of innd extending southwardly 107.1 fect from a point 1523.1 feet southwardly, measured along said center line, from suid Railroad Company's mile post VB-S17;- a Les and Excopt That pert of the vacated railroad right of way in the NE 1/4 of the SW 1/4 of Section 27, Township 24 South, Range 28 East, Orange County, Florida, lying Westerly of Lot 3, Lake Bryan Esuates, as recorded in Plat Book K, Page 116, Public Records of Orange County, Florida. tying within the following described boundaries: BEGIN at the point of intersection of the existing Easterly right of way line of Statc Road No. 535 and the North line of the SW 1/4 of Section 27, Township 24 South, Rance 28 East. Orange County, Florida: sid point being 1592.70 fect North $9°53'32" East of the West 1/4 comer of suid section. 27; thence South 09°S7°37" East along said Easterty right of way Tine 1343.80 feet to the South line of the said NE 14 of the SW 1/4 of said section 27; thence South 89°59°23" East along said South line 5.07 feet thence North 095737" West 1343.81 feet returning to the North Tine of the said SW 1/4 of said section 27; thence South 89°53°32" West along said North line 5.08 feet to the Point of Beginning, ADMINISTRATIVE COMPLAINT EXHIBIT # \ AGE _ OOF 30 p. daa- EXHIBIT TT oars PG PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ EXHIBIT B WARRANTY DEED THIS WARRANTY DEED made this of , 1998, by and between Moukhtara Trading Company, U.S.A., hereinafter the "Grantor", whose taxpayer I.D. number is and whose address is c/o John F. Hayter, Attorney At Law, P.A., 704 N.E. lst Street, Gainesville, FL 32601, and Tringham & Associates, Ltd., a Bahamian corporation, whose taxpayer I.D. number is and whose address is , and hereinafter the "Grantee":. WITNESSETH that the Grantor, for and in consideration of the sum of $10.00 and other valuable consideration, receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, aliens, remises, conveys and confirms unto the Grantee all that certain land situate Orange County, Florida, to wit’: See Exhibit A hereto. . TOGETHER with all tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. TO HAVE AND TO HOLD the same in fee simple forever. AND the Grantor hereby covenants with Grantee that the Grantor is lawfully seized of said land in fee simple, that the Grantor has good right and lawful authority to sell and convey said land and hereby warrants the title to said land and will defend the same against the lawful claims of all persons claiming by, through or under said Grantor. IN WITNESS WHEREOF Grantors have hereunto set their hands and seal the day and year first written above. Moukhtara Trading Co., U.S.A By: Michel P. Moukhtara, Witness as to both : as President Witness as to both By: - as Secretary of Seller corp. State of Florida County of Alachua Before me, the undersigned authority, personally appeared Michel P. Moukhtara and , to me well and personally known, and acknowledged to and before me their intent to and that they in fact executed the foregoing instrument for the purposes therein expressed and swore to and subscribed same the date first stated above. Notary Public ADY STRATE COMPLAINT 21 EXHIBIT # PAGE 22_ or 30 EXHIBIT 4 pace_§) PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ EXHIBIT D Taxpayer I.D. Certificate In connection with certain Internal Revenue Service reporting requirements imposed upon Seller, Purchaser hereby certifies that listed below is Purchaser’s address and taxpayer I.D. number, true and correct as of the Closing Date. Address: Taxpayer I.D. No.: Purchaser hereby consents to Seller’s release of the above information in connection with any reporting requirements imposed upon Seller by any governmental authority. Tringham & Associates, Ltd., a Bahamian corporation By: Its:President 3] PRATIVE COMPLAINT 22 EXHIBIT E ASSIGNMENT OF PURCHASE AND SALE AGREEMENT THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (hereinafter the “Assignment”) is made as of this day of May 1998 by and between Tringham & Associates of 40 High Mill Ware SG12 ORY whose registered office is situate at 50 Shirley Steet Nassau Bahamas (hereinafter called “Purchaser”) and Planbridge Properties Ltd whose registered office is 19 Cornmarket Thame Oxfordshire OX9 2BS (hereinafter the “Assignee”’) *** Seller, Purchaser and Assignee are sometimes referred herein, collectively, as the “Parties”. All initially capitalised terms used herein which are not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as such term is defined below). *** RECITALS A. Seller and Purchaser have entered into that certain Purchase and Sale Agreement (hereinafter the “Purchase Agreement”) dated asof = ¢ / z vA, oF for the sale of the property described in the Purchase Agreement (hereinafter the “Property”) and commonly known as located in the City of Orlando County of Orange State of Florida and more particularly described on Exhibit A attached hereto. B. The parties desire to enter into this Assignment to, among other things, assign the Purchaser’s tights and interests in the Purchase Agreement to Assignee and to evidence Assignee’s assumption of Purchaser’s obligations and liabilities under the Purchase Agreement. ASSIGNMENT NOW THEREFORE for consideration of the sum of £150,000 (one hundred and fifty thousand Pounds) sterling payable by the Assignee to the Assignor upon the signing hertin and deposited to the client account of solicitors Alfred Truman of 19 Commarket Thame Oxfordshire who shall immediately transfer the sterling equivalent of $240,000 (two hundred and forty thousand United States Dollars) providing always that the maximum sum transferred shall not exceed £150,000 to the law offices of Christopher L Stanley at Chase Manhattan Bank 1934 Broadway New York ABA number 021000021, account number 879500275465 whose receipt shall be sufficient discharge of the aforesaid consideration the parties agree as follows: (A) — Assignment The Purchaser hereby assigns and transfers to the Assignee all of the Purchaser’s rights, title, ADMINISTRATIVE COMPLAINT EXHIBIT # PAGE 2S or _ 30 EXWinis oy Rane FQ. claim and interest in and to the Purchase Agreement the Property and all sums paid or deposited into escrow or to the Seller by the Purchaser in connection with the Purchase Agreement ; : (B) Assumption The Assignee hereby acknowledges and agrees to all of the tetms of the Purchase Agreement and accepts the foregoing assignment and assumes and agrees to perform all obligations of Purchaser under the Purchase Agreement, in accordance with the terms thereof. (C) Obligations The assignment and assumption set forth in paragraphs | and 2 hereof shail not release the Purchaser from the obligations of the Purchaser or the Assignee to perform in accordance with the terms of the Purchase Agreement. The Purchaser acknowledges that notwithstanding such assignment and assumption, the Purchaser shall remain obligated under the Purchase Agreement. (D) Amendment to Purchase Agreement The Purchase Agreement is hereby amended in the following manner: i. The term “Purchaser” as used in the Purchase Agreement is amended to mean Assignee. il All exhibits to the Purchase Agreement as so amended shall be signed and delivered by the Seller and the Assignee in accordance with the terms of the Purchase Agreement. (E) Ratification of Agreement Except and expressly amended and modified under this Amendment the parties hereby ratify and affirm the terms and provisions of the Purchase Agreement. (F) Governing Law , This amendment shall be governed by and construed in accordance with-the laws of the State of Florida IN WITNES& REOF the parties have executed this Assignment as of the day and year first before abé mitten Robert Tringham on behalf of the Purchaser/Assignor ADMINISTRATIVE COMPLAINT EXHIBIT +4 PAGE Ze or 24 . EXHIBIT 4 ~—s pace 7O Qowsiligy WO LE kay, itness Upp erensesstee es “nj Sia So" itness SH fe of Moc As COs % Osceoe cg Before me, the undersigned authority personally appeared poset Bingham, GALE, me known by virtue of his having displayed is AL L, cen Se and acknowledged to and before me the intention to and the actual acts of executing and foregoing instrument for the purposes therein expressed and did then and there sign and subscribe same on the date first set forth above. Notary Public Planbridge Properties Ltd (Assignee) AL / SS Witné: Witness Sri be Ge (Cie he Ce ~T fF Ficte@ : Lek Tee 6-2-€8 Before me, the undersigned authority personally appeared ft. are" (igha~ to me known by virtue of his having displayed Fed Lo ers LAOS nd acknowledged to and before me the intention to and the actual acts of executing and foregoing instrument for the purposes therein expressed and ee and there sign and subscribe same on the date first set forth above. a hae otary Public auntttiiy, NUOLEE KG! Ore paiSSl0y eee Sops yaar “yj, Upy reeeaes® a = COMPLAINT ibis sige OS EXHIBIT \ 22 of _30 PAGE OS EXHIBIT He pace Fl ia) PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ EXHIBIT E ASSIGNMENT OF PURCHASE AND SALE AGREEMENT THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (hereinafter the "Assignment") is made as of this by and between (hereinafter the "Purchaser"), and (hereinafter the "Assignee") . ***Seller, Purchaser and Assignee are sometimes referred herein, collectively, as the "Parties". All initially capitalized terms used herein which are not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as such term is defined below. *** > RECITALS A. Seller and Purchaser have entered into that certain Purchase and Sale Agreement (hereinafter the "Purchase Agreement") dated as of for the sale of the property described in the Purchase Agreement (hereinafter the "Property") and commonly known as located in the City of Orlando, County of Orange, State of Florida, and more particularly described on Exhibit A attached hereto. B. The Parties desire to enter into this ‘Assignment to, among other things, assign the Purchaser’s rights and interests in the Purchase Agreement to Assignee and to evidence Assignee’s assumption of Purchaser’s obligations and liabilities under the Purchase Agreement. ASSIGNMENT: NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby. acknowledged, the Parties agree as follows: a. Assignment. Purchaser hereby assigns and transfers to Assignee all of Purchaser’s right, title, claim and interest in and to the Purchase Agreement, the Property, and all sums paid or deposited into escrow or to Seller by Purchaser in connection with the Purchase Agreement. b. Assumption. Assignee hereby acknowledges and agrees to all of the terms of the Purchase Agreement and accepts the foregoing assignment and assumes and agrees to aertorm all ADMINIGZRATIVE COMPLAINT EXHIBIT # | pace __ 8 — OF 2 cxniBit___4 PAGE. 2S PURCHASE AND SALE AGREEMENT Moukhtara Trading Company, U.S.A. to Tringham & Associates, Ltd., a Bahamian corporation/ obligations of Purchaser under the Purchase Agreement, in accordance with the terms thereof. c..No Release. The assignment and assumption set forth in paragraphs 1 and 2 hereof shall not release Purchaser from the obligations of Purchaser or Assignee to perform in accordance with the terms of the Purchase Agreement. Purchaser acknowledges that, notwithstanding such assignment and assumption, Purchaser shall remain primarily obligated under the Purchase Agreement and Purchaser and Assignee shall be co-obligors under the Purchase Agreement with joint and several liability for the performance of all obligations of Purchaser set forth thereunder, including, without limitation, the indemnification obligations of Purchaser set forth in the Purchase Agreement. : d. Amendment to Purchase Agreement. The Purchase Agreement is Hereby amended in the following manner: (a) The term "Purchaser" as used in the Purchase Agreement is amended to mean Assignee. (b) All exhibits to the Purchase Agreement, as so amended, shall be signed and delivered by Seller and Assignee in accordance with the terms of the, Purchase Agreement. e. Representations and Warranties of Assignee. Assignee hereby represents and warrants to Seller that each and every representation and warranty made by Purchaser in the Purchase Agreement is true and correct with respect to Assignee as of the date of the Purchase Agreement and the Closing Date and such representations and warranties apply fully to this Assignment and shall survive the Deed. Assignee acknowledges and agrees to be bound by the disclaimer of representations and warranties contained in Article 6 of the Purchase Agreement, which acknowledgment and agreement and disclaimer shall survive the Deed. £. Ratification of Agreements. Except as expressly amended and modified under this Amendment, the Parties hereby ratify and affirm the terms and provisions of the Purchase Agreement in their entirety. 9. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida. IN WITNESS WHEREOF, the parties have executed this Assignment as of the day and year first above written. AUWHNIS Daativi CunircAaiNT FKHIBIT # pace @F or _30 EXHIBIT 5 pace “#3 PURCHASE AND SALE AGREEMENT Moukhtara Trading at State of ors County of SCOALA Before me & undersigned authority, personally a peared MAF Va the 4 off, Jon LEGG to me well and personally known by virtue of their having displayed “la