Township Council Meeting — Agenda

(“Buyer’s Title Notice”). If any title objections are disclosed in the Title Commitment or any survey objections are identified in the Survey which render title to the Property other than good and marketable, free and clear of all liens, encumbrances, easements, restrictions, and other title objections set forth in Buyer’s Title Notice, Seller shall use its best efforts (except for Seller’s affirmative obligation to remove monetary liens, judgments or encumbrances as provided in Section 4(A)) to (i) correct, at Seller’s sole cost and expense, any such title objections within fifteen (15) days after Seller’s receipt of the Buyer’s Title Notice, and (ii) deliver to Buyer adequate assurances that all monetary liens, judgments or encumbrances will be removed before or at Closing as provided in Section 8. If Seller is unable to correct such objections within said fifteen-day period, Buyer may thereafter exercise its rights set forth in Section 11. 5. Due Diligence Investigations. A. Buyer may engage a soil consultant, environmental consultant, civil engineer, attorney and/or other professionals to perform inspections of the Property, analyze the development potential of the Property and analyze the condition of title to the Property. The aforesaid inspection and analysis (the “Due Diligence Investigation”) may include, but shall not be limited to (i) Phase I and Phase II environmental site assessments and soil and groundwater testing, (ii) a wetlands and flood plain delineation and analysis, geotechnical studies and storm water management evaluation, (iii) soil and percolation tests concerning the ability to develop the Property, (iv) an analysis of the applicable laws and ordinances affecting the Property, (v) an analysis of the availability of all utilities required to service the Property, including, without limitation, gas, electric, water, sanitary sewer, storm sewer and telephone services, (vi) an inspection as to condition of title to the Property, (vii) a physical survey of the Property, and (viii) any other analysis and test that Buyer deems necessary in connection with the use and development of the Property at its sole cost and expense. B. Pre-Closing Access. From and after the Effective Date through Closing or the earlier termination of this Agreement, Buyer and its respective agents,

its sole cost and expense. B. Pre-Closing Access. From and after the Effective Date through Closing or the earlier termination of this Agreement, Buyer and its respective agents, inspectors, contractors, engineers, architects, surveyors, title companies, accountants, consultants and representatives shall have access to the Property for the purpose of conducting such examinations, reviews and inspections with respect to the Property as Buyer may deem necessary, including, without limitation, geotechnical soil borings, engineering studies and environmental testing, provided that Buyer shall promptly repair any damage to the Property caused in connection with such investigations; provided, however, that Buyer shall have no obligation to repair any damage to the extent caused by Seller’s negligence or misconduct, or to remediate, contain, abate, restore or control any pre-existing conditions (environmental or otherwise) at or concerning the Property. Buyer shall indemnify and hold Seller harmless from and against any mechanics’ liens, personal injury or physical property damage caused by Buyer in the conduct of its Due Diligence Investigation, reviews and inspections; provided, however, Buyer’s indemnification and hold harmless obligations shall not cover, and Buyer shall not be responsible for claims, injuries, losses, costs or damages arising or resulting from the mere discovery of pre-existing conditions (environmental or otherwise) at or concerning the Property or Seller’s negligence or misconduct. At Seller’s election, Seller may have a representative present during any such inspection provided Seller makes such representative reasonably available for such purpose. As part of its investigation of the Property, Buyer shall have the right to contact any municipal, township, county, state, or federal governmental agency, including 3 #13069278.1 #13244508.1

without limitation the New Jersey Department of Environmental Protection (“NJDEP”) and the United States Environmental Protection Agency (“EPA”). Seller will obtain all necessary permits or approvals from applicable governmental authorities that are required for any testing or investigations of the Property conducted by Buyer, including, without limitation, all necessary approvals from NJDEP with respect to any soil borings or similar intrusive testing. Seller shall deliver to Buyer, without charge, copies of all environmental reports, certificates, permits, licenses, plans and title documentation relating to the Property that are in Seller’s possession. Buyer shall make copies of all of the newly acquired documents and provide them to Seller. C. Options For Addressing Environmental Issues. If Buyer determines that there are environmental issues requiring remediation, engineering and/or institutional controls and/or continued monitoring of the Property, the Parties may mutually agree upon a reduction of the Purchase Price in an amount estimated to be required to address such environmental remediation. In the event that the Parties cannot reach agreement upon a reduction of the Purchase Price, Buyer may terminate this Agreement. 6. Closing. Closing (“Closing”) shall occur on August 31, 2022(the “Closing Date”), subject to satisfaction of the Conditions Precedent to Buyer’s Obligation more fully set forth in Section 7 below and any mutually-agreed upon extension of such Closing Date. 7. Conditions Precedent to Buyer’s Obligation. Buyer’s obligation to purchase and accept the Property under this Agreement is expressly conditioned upon satisfaction of all of the following conditions, any one or more of which may be waived by Buyer, at Buyer’s sole and exclusive option: A. Buyer shall have a period of thirty (30) days after the Effective Date (the “Due Diligence Period”), to inspect the Property and be satisfied, in its sole and absolute discretion, with its Due Diligence Investigation, including, without limitation, the physical condition of the Property, with the books, records and files relating to the Property, the environmental condition of the Property and with such matters related to the acquisition of the Property as the Buyer deems appropriate in Buyer’s sole discretion.

to the Property, the environmental condition of the Property and with such matters related to the acquisition of the Property as the Buyer deems appropriate in Buyer’s sole discretion. B. Within the Due Diligence Period, Buyer shall have determined that soil and underground conditions of the Property shall be found by Buyer to be structurally and environmentally sound and uncontaminated, and suitable in all other respects for Buyer’s intended use of the Property. C. Within the Due Diligence Period, Buyer shall have obtained a Survey of the Property that does not disclose (i) any easement, rights-of-way or restrictions that would interfere with Buyer’s intended development of the Property, or (ii) any discrepancies or conflicts in boundary lines, shortages in area or encroachments. D. All of Seller’s representations and agreements set forth in Section 13 shall be true and correct or performed in all respects as of the date of this Agreement and as of the date of Closing as though made on and as of the date of Closing. 4 #13069278.1 #13244508.1

E. If the conditions set forth in this Section 7 are not satisfied (and not waived in writing by Buyer) in Buyer’s sole and absolute discretion on or prior to Closing (or such earlier period as set forth above), or Buyer is otherwise unsatisfied with the results of the Due Diligence Investigations, then Buyer, at Buyer’s sole option, by written notice to Seller within five (5) days after the expiration of the Due Diligence Period, may terminate this Agreement and this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder except to initiate condemnation proceedings, as set forth in Section 15. 8. Possession; Seller’s Closing Deliveries. At Closing, Seller shall execute and deliver (acknowledged where necessary) to Buyer the following: A. a fully and properly executed bargain and sale deed with covenants against grantor’s acts, in recordable form to convey title to the Property; B. an executed Affidavit of Title in form and substance reasonably acceptable to Buyer and its title company; C. an Internal Revenue Code Section 1445 Affidavit; D. a closing statement; E. written authorization approving this transaction and authorizing the Executor to take such acts and to execute and deliver such documents as are needed to effectuate same; F. a properly completed and executed Affidavit of Consideration or Exemption and a GIT/REP Form 1, 2 or 3; G. the executed Stipulation of Dismissal with Prejudice of the Court Action in the form as set forth in Exhibit B; H. a release from the Division of Taxation pursuant to the Bulk Sales Act, or a statement from the Division as to any required amounts to be held in escrow; I. an affidavit which states that Seller is not a “foreign person” as set forth in Section 1445 of the Internal Revenue Code of 1956, as amended (the “Code”); J. such other affidavits and documents as are required by the title company to issue to Buyer a title policy in the form provided for in Section 4 herein; K. a bill of sale conveying to Buyer all of Seller’s right, title and interest in and to the personal property located in, attached to, or used in

rovided for in Section 4 herein; K. a bill of sale conveying to Buyer all of Seller’s right, title and interest in and to the personal property located in, attached to, or used in connection with the Property; L. a valid assignment to Buyer of all existing assignable written guarantees and warranties issued in connection with the buildings and improvements located on the Property and all personal property; 5 #13069278.1 #13244508.1

M. all master and duplicate keys to all locks for the Property which are in Seller's possession; and N. such other documents as may be reasonably requested by Buyer or its title company to carry out the intent of this Agreement. At Closing, Seller shall deliver to Buyer possession of the Property free and clear of the rights of, or possession by, any party, and not subject to any tenancies or leases. In addition, the Property shall be delivered in broom-cleaned condition, free and clear of all trash, debris, equipment and furniture. 9. Buyer’s Closing Deliveries. At Closing, Buyer shall execute and deliver to Seller the following: A. the Purchase Price as required by Section 2; B. a closing statement; C. Township resolution approving this transaction and authorizing officers of the Township to take such acts and to execute and deliver such documents as are needed to effectuate same; D. such other documents as may be reasonably requested by Seller to carry out the intent of this Agreement. 10. Proration, Adjustments; Realty Transfer Tax. The following adjustments are to be made at the Closing as of the end of the Closing Date: (i) Property taxes on the basis of the fiscal year for which assessed; (ii) water charges; (iii) sewer rents; (iv) gas; (v) electric; (vi) fuel (at the Seller’s cost therefor); and (vii) any other items which shall be appropriate for adjustment under local closing standards and practices. If the Closing Date shall occur before a tax rate is fixed, the apportionment of Property taxes shall be made upon the basis of the tax rate for the immediately preceding year applied to the latest assessed valuation of the Property. Special assessments for public improvements, whether confirmed or unconfirmed, which have been commenced as of the date of this Agreement, are to be paid in full by the Seller. Any assessment which has been commenced or completed and is payable in installments is to be paid by the Seller. Seller and Buyer shall share all escrow fees charged by the title company equally. 11. Inability to Convey Title; Other Seller Defaults. If Seller is unable to convey good and marketable title to the Property to Buyer and such as will be

ed by the title company equally. 11. Inability to Convey Title; Other Seller Defaults. If Seller is unable to convey good and marketable title to the Property to Buyer and such as will be insured by any reputable title insurance company at regular rates as required by the terms of Section 4 above, Buyer shall have the option of (a) taking such title as Seller can give without abatement of the Purchase Price, except that any existing liens, judgments or encumbrances which can be removed by the payment of money shall be paid and discharged by Seller at or prior to Closing, or (b) terminating this Agreement, in which event this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder. Should Seller violate or fail to fulfill and perform any of the other terms and conditions of this Agreement required to be performed by Seller, Buyer shall have all remedies available to it at law or in equity, including, without limitation, the right to bring a suit to compel specific performance of Seller’s obligations hereunder. 6 #13069278.1 #13244508.1

12. Buyer’s Default. Should Buyer violate or fail to fulfill and perform any of the terms and conditions of this Agreement required to be performed by Buyer and fail to consummate its acquisition of the Property, and such failure is not as a result of Seller’s default or a termination of this Agreement by Buyer or Seller pursuant to a right to do so under the provisions of this Agreement, Seller shall have all remedies available to it at law or in equity, including, without limitation, the right to bring a suit to compel specific performance of Seller’s obligations hereunder. 13. Seller’s Representations, and Agreements. Seller hereby represents, to the best of its knowledge, and agrees that: A. Seller is an estate duly formed and validly existing under the laws of the State of New Jersey. Seller has full power, authority and legal right to execute, deliver and comply with this Agreement, any other document relating thereto, and the transactions contemplated thereby. The persons executing this Agreement and all other documents required to consummate the transactions contemplated hereby on behalf of Seller are duly authorized to execute this Agreement and such other documents on behalf of Seller, and are authorized to bind Seller. B. Seller has good and marketable fee simple title to the Property. C. No contract for the sale of the Property has been made and no option to purchase the same has been given to anyone other than Buyer. Seller will not sell, mortgage, encumber or otherwise dispose of the Property or any part thereof prior to the Closing Date or termination of this Agreement, except to Buyer. D. The Seller will not permit anyone who is not, as of the Effective Date, a lawful tenant or occupant of the Property to occupy the Property subsequent to the date of this Agreement. E. Any leases, licenses or occupancy agreements affecting all or any portion of the Property shall be terminated and extinguished and any occupants shall be removed from the Property prior to Closing. Seller acknowledges that it has the contractual right to terminate such leases, licenses and/or occupancy agreements under the applicable controlling agreements thereof due to the fact the sale of the Property pursuant to this Agreement is being made under the threat of

h leases, licenses and/or occupancy agreements under the applicable controlling agreements thereof due to the fact the sale of the Property pursuant to this Agreement is being made under the threat of condemnation. Seller represents that no tenant or occupant under any lease, license or occupancy agreement has given Seller written notice of any claim, alleged default or breach on the part of Seller which remains uncured by the landlord (and Seller shall correct any such notices received prior to Closing). F. Seller shall, at Seller’s sole cost and expense, terminate all leases, service agreement or other agreements relating to the ownership, operation, management, servicing or use of all or any portion of the Property prior to the Closing Date. G. Seller represents that no person has been employed, directly or indirectly to solicit or secure this Agreement in violation of N.J.S.A. 52:34-15, et seq. 7 #13069278.1 #13244508.1