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Thursday, Aug. 28, 2008

PURCHASE AND SALE AGREEMENT

        This Purchase and Sale Agreement ("Agreement") is made as of May 7, 2002 (the "Agreement Date") and is entered into by and between R.S. LAND, INC, a Nebraska Corporation ("Seller") and PAYPAL, INC., a Delaware corporation ("Buyer") with respect to the following facts:

        A.    Seller is the owner of that certain real property commonly known as Lots 5, 6, 7, 8, and 9 of South Port East Addition in the City of LaVista, within Sarpy County, Nebraska, consisting of approximately 22.38 acres of land (the "Property"). The legal description of the Property is more particularly set forth on Exhibit A hereto. If Exhibit A is not attached hereto on the Agreement Date, the legal description of the Property shall be supplied by Title Company (as defined below).

        B.    Buyer wishes to purchase from Seller and Seller wishes to sell to Buyer, the Property upon the terms and conditions hereinafter set forth.

        C.    Following the close of escrow Buyer wishes to construct a 120,000 square foot office building (the "Building") on the Property.

        NOW, THEREFORE, the parties hereto agree as follows:

        1.    Definitions.    

        2.    Purchase and Sale.    Subject to the terms and provisions of this Agreement, Seller shall sell, and Buyer shall buy, the Property.

        3.    Purchase Price.    The purchase price for the Property shall be an amount equal to $3.75 per square foot multiplied by the number of square feet in the Property as determined by a survey.

        4.    Deposits; Seller Deliveries.    On the Agreement Date, Buyer shall make the Deposit with Escrow Holder which Deposit shall be placed in an interest bearing account for the benefit of Buyer (with all expenses thereof to be borne by Buyer). The Deposit shall be held pursuant to this Agreement, applied as a credit against the Purchase Price at Close of Escrow, and, as of the close of business of Escrow Holder on the Approval Date, the Deposit shall become non-refundable as provided in paragraph 20 (Liquidated Damages) hereof.

        Seller will deliver to Buyer within two (2) business days after the Agreement Date those of the following items which Seller has in Seller's possession or control:

        5.    Payment of Purchase Price.    In addition to the Deposit, Buyer shall pay the balance of the Purchase Price in cash, or by certified or cashier's check.

        6.    Conveyance; Evidence of Title.    

        7.    Escrow.    

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        8.    Closing Date.    Escrow shall close on the Scheduled Closing Date.

        9.    Right of Entry for Investigation.    

        10.    Buyer's Covenants.    Buyer covenants that:

        11.    Representations and Warranties of Seller.    Seller hereby represents and warrants that:

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        12.    Representations and Warranties of Buyer.    Buyer hereby represents and warrants as of the Agreement Date and as of Close of Escrow that: (i) Buyer is acting for itself as a principal in connection with the sale of the Property and is not acting as an agent on behalf of any other person or entity; (ii) Buyer has the full right and authority to enter into this Agreement, to consummate the sale, transfer, and assignments contemplated herein and (iii) the person or persons signatory to this Agreement and any document executed pursuant hereto on behalf of Buyer have full power and authority to bind Buyer.

        13.    Buyer's Contingencies.    

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        14.    Buyer's Closing Conditions.    

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        15.    Seller's Covenants.    For so long as this Agreement has not been terminated:

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        16.    Seller's Closing Conditions.    The following conditions are solely for the benefit of Seller:

        17.    Closing Costs and Prorations.    The closing costs shall be paid as follows:

Escrow Fees:   Buyer 50%, Seller 50%

Title Policy:
 
Buyer 50%, Seller 50% (additional cost of Owner's ALTA policy to be borne by Buyer)

City, County and State
Documentary Transfer Tax:
 
Seller 100%

Notary fees, document preparation fees and recording fees shall be paid by the party benefiting from such notary, preparation, or recordation. Special title endorsements required by Buyer and the premium for any lender's policy shall be paid by Buyer. Provided, however, that the premium for any special title endorsements required to allow Seller to eliminate any Disapproved Title Matter(s) shall be paid by Seller. All other closing costs shall be paid in accordance with the custom in the County in which the Property is located. Operating expenses, real property taxes and assessments shall be prorated as of the Close of Escrow based upon the latest available tax and assessment information and estimates of operating expenses. Within forty-five (45) days after Close of Escrow, the parties shall reconcile and adjust payments of estimated operating expenses outside of escrow based on the actual operating expenses. Each party shall pay the legal fees incurred by its own legal counsel.

        18.    Condemnation.    If, prior to the Closing Date, all or any portion of the Property is taken by condemnation or eminent domain (or is the subject of a pending or contemplated taking which has not been consummated), Seller shall immediately notify Buyer of such fact. In such event, Buyer shall have the option to terminate this Agreement upon written notice to Seller given not later than thirty (30) days after receipt of such notice from Seller. Upon such termination, the parties shall equally share the cancellation charges of Escrow Agent and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement. If Buyer does not elect to terminate this Agreement, Seller shall assign and turn over to Buyer, and Buyer shall be entitled to receive and keep, all awards for the taking by condemnation and Buyer shall be deemed to have accepted the Property subject to the taking without reduction in the purchase price.

        19.    Notices.    All notices and demands shall be given in writing by personal service, certified mail, postage prepaid and return receipt requested, or by Federal Express, Express Mail or any other commercial delivery service which guarantees overnight delivery (an "Overnight Service"). Notices and payments required hereunder, shall be considered given when (i) personally served, (ii) when certified mail notices are delivered or, if unclaimed or rejected, on the date of rejection or return to the party giving the notice, or (iii) the next business day after deposit with an Overnight Service marked for overnight delivery. Notices shall be addressed as appears below for the respective parties, provided that

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if any party gives notice of a change in name or address, notices to the giver of such notice shall thereafter be given as demanded in such notice.

        20.    Liquidated Damages.    

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        21.    Broker's Commissions.    Buyer and Seller each covenant to the other that the covenanting party has not entered into any agreement or incurred any obligation which might result in the obligation of the other party to pay a sales or brokerage commission or finder's fee with respect to the sale of the Property to any party or company, except for the provisions of a separate written agreement between Seller and CB Richard Ellis/MEGA ("Broker"). Each party to this Agreement shall indemnify, defend and hold the other harmless from and against any loss, claim, liability, damage, cost or expense (including attorneys' fees and expert fees) arising in any manner whatsoever out of the indemnifying party's breach of the covenant in this paragraph 21.

        22.    Standard Provisions.    

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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth above.

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SELLER:

R.S. LAND, INC.

By:
 
/s/ John J. Smith
John J. Smith, Trustee, President
 
Date
 
May 7, 2002

BUYER:

PAYPAL

By:
 
/s/ Roelof Botha
 
Date:
 
May 17, 2002
May 9, 2002

Its:
 
CFO
 
 
 
 

By:
 
    
 
Date:
 
    

Its:
 
    
 
 
 
 
                
STATE OF NEBRASKA )    
  )ss.    
COUNTY OF DOUGLAS )    

        On this 7 day of May, 2002, before me, the undersigned, a Notary Public in and for said county, personally came John J. Smith, Trustee, President of R.S. LAND, INC, a Nebraska corporation, to me personally known to be President and identical person whose name is affixed to the above instrument and acknowledged the execution thereof to be his voluntary act and deed as such officer and the voluntary act and deed of said corporation.

        WITNESS my hand and Notarial Seal the day and year last above written.

    /s/ Dennis Hoth
Notary Public

[Acknowledgements continued on next page.].

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STATE OF CALIFORNIA )    
  )ss.    
COUNTY OF Santa Clara )    

        On this 17 day of May, 2002, before me, the undersigned, a Notary Public in and for said county, personally came Roelof Botha of PAYPAL, INC., a Delaware corporation, to me personally known to be and identical person whose name is affixed to the above instrument and acknowledged the execution thereof to be his voluntary act and deed as such officer and the voluntary act and deed of said corporation.

        WITNESS my hand and Notarial Seal the day and year last above written.

    /s/ Betty Hwang
Notary Public

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EXHIBIT "A" TO PURCHASE AGREEMENT

        All that certain real property situated in the State of Nebraska, City of LaVista, County of Sarpy, more particularly described as follows:

Lots 5.6.7.8 & 9, Southport East,
a subdivision as surveyed platted and recorded in Sarpy County, Nebraska.

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EXHIBIT B TO PURCHASE AGREEMENT
[Intentionally Omitted]

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[PAYPAL LETTERHEAD]

May 30, 2002

Dennis Hoth
CB Richard Ellis MEGA
Omaha, NE 68154

Dear Mr. Hoth,

        We are hereby requesting an extension of the Approval Date under the above referenced Agreement from May 31, 2002 to June 10, 2002.

        Please have your client indicate agreement to such extension by signing below.

    Very truly yours,

 
 
/s/  RYAN DOWNS      

 
 
Ryan Downs,
V.P. Operations
PayPal, Inc.

Agreed:

R.S. Land, Inc.

By:   [ILLEGIBLE]