Prompt Title: Rimon Law Attorney.

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (the "Agreement") is made and entered into on this [Date] (the "Effective Date") by and between [Seller Name] (the "Seller"), and [Buyer Name] (the "Buyer").

WHEREAS, the Seller is the owner of certain real property located at [Property Address] (the "Property"); and

WHEREAS, the Buyer desires to purchase the Property from the Seller, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

1. Purchase Price. The Buyer agrees to purchase the Property from the Seller for a purchase price of [Purchase Price] (the "Purchase Price").

2. Due Diligence Period. The Buyer shall have a due diligence period of 90 days (the "Due Diligence Period") from the Effective Date to conduct its due diligence with respect to the Property.

3. Contingencies. This Agreement is contingent upon the Buyer's satisfaction with the due diligence investigations, which shall include, but not be limited to, the following:

(a) Lake Forest City Approval for Building Use. Buyer's investigation and confirmation that the Property may be used for Buyer's intended purposes, including Buyer's confirmation that the building(s) on the Property comply with all applicable laws and regulations.

(b) Liquor License. Buyer's investigation and confirmation that a liquor license can be obtained for the Property in accordance with Buyer's intended use.

4. Closing. The closing shall take place no later than [Closing Date] (the "Closing Date"), unless the parties agree in writing to an extension of time.

5. Title and Closing Costs. The Seller shall provide title insurance for the Property, and the Buyer shall pay all other closing costs.

6. Risk of Loss. The risk of loss or damage to the Property shall remain with the Seller until the Closing.

7. Representations and Warranties. The Seller represents and warrants that it is the lawful owner of the Property, that it has the right to sell the Property, and that the Property is free and clear of all liens and encumbrances, except as otherwise provided in this Agreement.

8. Default. In the event of a default by either party under this Agreement, the non-defaulting party shall have all remedies available at law or in equity.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

10. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SELLER:

[Seller Name]

BUYER:

[Buyer Name]