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  STACK METHOD — DRAFT TEMPLATE — NOT LEGAL ADVICE — ATTORNEY REVIEW REQUIRED
  Provided "as is," for education only. No liability accepted. [BRACKETS] = fill in.
  NOTE: Keep this a PLAIN CASH contract. Put NO seller-financing terms here —
  those live in the Security Agreement (Doc 04). You may instead use the seller's
  own state-approved PSA form; if so, keep it equally clean and attach Doc 04.
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                   PURCHASE AND SALE AGREEMENT (CASH)

This Purchase and Sale Agreement ("Agreement") is made on [DATE] between
[SELLER NAME(S)] ("Seller") and [BUYER ENTITY], a [STATE] LLC, and/or its assigns
("Buyer").

1.  PROPERTY. Seller agrees to sell and Buyer to buy the real property at
    [ADDRESS], [CITY, STATE ZIP], APN [#], with all improvements and fixtures
    (the "Property"), legally described on Exhibit A.

2.  PURCHASE PRICE. $[FULL PRICE], payable in cash/certified funds at Closing.
    (This is a cash contract. Any seller financing, if applicable, is documented
    separately and is not part of this Agreement.)

3.  EARNEST MONEY. $[EMD] deposited with [TITLE/ESCROW CO.] within [3] business
    days, applied to the Price at Closing.

4.  CLOSING. On or before [DATE] ("Closing"), at [TITLE/ESCROW CO.]. Buyer may
    designate an entity (e.g., the Company LLC) to take title and may assign this
    Agreement (Section 12).

5.  TITLE. Seller conveys marketable, insurable title by [warranty deed] free of
    liens except permitted exceptions. Buyer to receive an owner's title policy.

6.  CONTINGENCIES.
    (a) Appraisal at or above $[MIN VALUE].
    (b) Inspection/feasibility period of [__] days; Buyer may terminate for any
        reason during this period and receive the EMD back.
    (c) Financing within [__] days.
    (d) Clear title per Section 5.

7.  PRORATIONS & COSTS. Taxes, rents, and utilities prorated at Closing.
    Buyer pays [__]; Seller pays [__]; [agent commissions paid by Buyer as agreed].

8.  POSSESSION. Delivered at Closing, free of tenants except [existing leases on
    Exhibit B], which Buyer assumes.

9.  CONDITION / DISCLOSURES. Seller delivers all legally required disclosures.
    Property sold [AS-IS, subject to inspection contingency].

10. DEFAULT. If Buyer defaults, Seller's remedy is [the EMD as liquidated damages].
    If Seller defaults, Buyer may [seek specific performance or refund + costs].

11. RELATED DOCUMENTS. The parties acknowledge this transaction may be accompanied
    by separate documents (e.g., a Security Agreement, an LLC Operating Agreement,
    and a Seller Disclosure & Acknowledgement). Those govern any seller financing;
    this Agreement governs the purchase only.

12. ASSIGNMENT. Buyer may assign this Agreement to an affiliate or third party;
    upon assignment and assumption, the assignee assumes Buyer's obligations.

13. INDEPENDENT ADVICE. Each party acknowledges the right to, and is encouraged to,
    obtain independent legal and tax counsel before signing.

14. BUYER / SPONSOR PROTECTIONS (advantageous terms — keep Seller protections too).
    The Buyer/Sponsor Protections Rider (Doc 14) is incorporated. Key PSA items:
    (a) ASSIGNMENT: freely assignable to any entity without Seller consent; assignor
        released on assumption (also §12).
    (b) FEASIBILITY: [21-45]-day period; Buyer may terminate for any/no reason with
        FULL earnest-money refund; one [15]-day extension at Buyer's option.
    (c) CLOSING EXTENSIONS: up to [two] [15]-day extensions on notice.
    (d) ACCESS: for Buyer's inspectors, appraisers, lenders, partners, contractors;
        right to show to prospective lenders/partners.
    (e) SELLER COOPERATION: Seller signs reasonable estoppels/lender/closing docs and
        delivers leases/records on request; time periods run from receipt of all
        items + clear title commitment.
    (f) SELLER REPS survive [12-24] months with Seller indemnity for breaches and
        pre-Closing liabilities/liens.
    (g) BUYER'S SOLE EXPOSURE: if Buyer defaults, Seller's only remedy is the earnest
        money as liquidated damages (no further liability / no specific performance
        against Buyer). If Seller defaults, Buyer may seek specific performance.
    (h) CASUALTY: Buyer may terminate (refund) or proceed and take insurance proceeds.
    (i) OPTIONAL: Buyer may record a Memorandum of this Agreement to protect its
        equitable interest; released on termination.

15. GENERAL. Entire agreement (with referenced documents); governed by [STATE] law;
    amendments in writing; counterparts/e-signatures valid; time is of the essence.

Seller: ____________________  Date: ______
Buyer:  ____________________  Date: ______

Exhibit A — Legal Description
Exhibit B — Existing Leases (if any)