November 28, 2020



Owners of Record c/o admin

The Brokerly
The Brokerly, 123 Main st , NY, CA




VIA EMAIL: enri.pinto@vannicapital.com



RE: ,View Offer


Gentlemen:


This Letter of Intent, herein so called, sets forth the terms of a proposed Purchase Agreement ("Purchase Agreement") between ("Purchaser") and the current owner of record ("Seller"), regarding the above referenced property that consists of approx. sq. ft. and approx. acres of land. This letter of intent is not binding upon either party until the negotiation and execution of the Purchase Agreement.


  1. Purchase Price: $ payable at Closing, plus or minus standard proration.


  1. Purchaser shall be AK, LLC or its nominee.


  1. Earnest Money and Title Company: Purchaser shall direct the seller’s nominated Title Insurance as escrow agent to deposit Earnest Money, herein so called, of $ in cash with the sellers nominated Title Company ("Title Company") within 3 days of final execution of the Purchase Agreement. Such Earnest Money shall be applied as part of the cash due at Closing and shall otherwise be governed as provided below. Upon approval of the financing contingency, purchaser will deposit an additional $ . At which time, barring any bad faith action or breach by the Seller, $1,000,000 will be non-refundable to the purchaser.


  1. Seller's Deliveries: Within seven (7) days after execution of the Letter of Intent, Seller shall provide Purchaser with copies of the existing survey, existing title report, existing mortgage documents, and copies of Leases, all Amendments, tenant corporate financials and store sale history. Within three (3) days after contract execution Seller will provide to Purchaser the following documents and/or files in Seller’s possession:


    1. Commitment for Owner's Policy of Title Insurance in full purchase amount issued by seller’s nominated Title Insurance Company covering the Property if applicable;


    1. Current “as built” survey of the Property;


    1. "As built" plans and specifications for the Property;


    1. Current Copies of all Phase I and other environmental and property reports covering the Property together with copies of any easements or cross easements affecting the property;


    1. Current copies of all Common Area Management or Reciprocal Easement agreements

    2. Copies of all executed leases, if any, with all amendment thereto and tenant correspondence and tenant financial information, affecting the Property.


    1. Certificate of Occupancy and other licenses and permits required to operate the Property;


    1. Copies of all service, management and maintenance contracts and other agreements to which Seller or its

agent is a party relating to or affecting the Property; and


    1. Copies of all insurance policies and certificates on the Property;


    1. Copies of all local zoning ordinances and a warranty that current and proposed uses are allowable under current ordinances;


    1. List of all fixtures and personal property included with building.


    1. Copies of property appraisals


    1. Copies of the last five (5) full years of operating and expense statements, together with year-to-date statements.


  1. Due Diligence Contingency Period: Purchaser shall have a Contingency Period, herein so called, starting with the final execution of the Purchase Agreement and the delivery of all required documents and ending on ninety (90) days thereafter, to perform such physical and financial inspections of the Property as it desires. Seller shall cooperate fully with the Purchaser in performing such inspections, and shall make the Property and all data it has regarding the Property available to Purchaser and Purchaser's agents at all reasonable times.


If the Purchaser is not satisfied with the results of its inspections, reviews, and/or any other data, in its sole and absolute discretion, it shall so notify the Title Company in writing by the end of the Due Diligence Contingency Period. If Purchaser so notifies the Title Company, the Earnest Money shall be immediately refunded to the Purchaser and the Purchase Agreement shall be terminated, with neither party having any further obligation to the other. Further, a sixty-day (60) financing contingency period will be applicable for a lender to review materials and approve financing. If Purchaser does not so notify the Title company by the end of the Contingency Period a total one hundred fifty (150) days, the Earnest Money shall become non-refundable and shall be payable to the Seller as liquidated damages if the Purchaser fails to close under the Purchase Agreement.


  1. Financing Contingency Period: Purchaser shall have a Financing Contingency Period, herein so called, starting at the expiration of the due diligence and ending on sixty (60) days thereafter, to allow a lender to review the due diligence materials, underwrite the property and approve financing for the purchase of the Property.


If financing cannot be obtained in the allotted financing period, Purchaser will notify Seller immediately. If best and good-faith efforts cannot secure the Purchaser financing on the Property, the Purchaser shall notify the Title Company in writing by the end of the Financing Contingency Period. If Purchaser so notifies the Title Company, the Earnest Money shall be immediately refunded to the Purchaser and the Purchase Agreement shall be terminated, with neither party having any further obligation to the other. If Purchaser does not so notify the Title company by the end of the Financing Contingency Period, the Earnest Money shall become non-refundable and shall be payable to the Seller as liquidated damages if the Purchaser fails to close under the Purchase Agreement.


  1. In consideration of the effort and expense to be put forth by the parties in pursuing further negotiations with respect to the Property, the Seller agrees, that as long as both parties are proceeding in good faith to negotiate a PSA, the Seller will not make, accept, or negotiate or otherwise pursue any offers for the sale, purchase or joint venture of the Property or any portion thereof.



  1. Real Estate Commission: Seller to be responsible for real estate commission arising from this transaction. Purchaser is represented by Apex Capital Realty and hereby represents that Apex Capital Realty is the sole procuring agent for the buyer pertaining to this transaction. Seller and Purchaser shall mutually indemnify each other against the claims of any other brokers.


  1. Closing: Closing shall occur within thirty (30) business days of the completion of the financing contingency period. Closing shall be held at the offices of the Title Company or such other location as the parties may agree upon.


  1. Misc;


  1. Confidentiality: The purpose of this letter is to discuss the potential transaction stated herein. The transaction discussed is considered confidential and sensitive in nature Both parties agree that damages may be suffered if either party disclose this letter or the nature of it’s contents to outside parties. It is warranted and agreed under this agreement neither parties will disclose any facts of this letter with anyone other than the undersigned and its agents.




If the foregoing terms are acceptable, please sign one copy of this Letter of Intent where provided below and return it to me. Upon receipt, we will have our attorney prepare the Purchase Agreement. This Letter of Intent shall be null and void if we have not received an executed counterpart by 4:00 P.M. E.S.T., December 03, 2020. Fax copies are acceptable. Give me a call if you have any questions or comments.


Very truly yours,


, as nominee for Purchaser





THE FOREGOING TERMS ARE HEREBY ACCEPTED this

day of November 2020