ADDENDUM TO OFFER TO PURCHASE BETWEEN HOLIDAY LODGE OF WYEVILLE, INC., HOLIDAY LODGE R.V. PARK, INC. AND RAYMOND J. REIDY AND NANCY J. REIDY AS TRUSTEES OF THE RAYMOND J. REIDY AND NANCY J. REIDY 2001 REVOCABLE TRUST DATED MARCH 21, 2001, SELLER AND, BUYER The Addendum to Offer to Purchase between Holiday Lodge of Wyeville, Inc., Holiday Lodge R.V. Park, Inc., and Raymond J. Reidy, Jr. and Nancy J. Reidy as Trustees of the Raymond J. Reidy, Jr. and Nancy J. Reidy 2001 Revocable Trust dated March 21, 2001, Seller, and, Buyer, for the property described on Exhibit A includes the following terms and conditions as though fully stated in the Offer to Purchase. The Offer and this Addendum shall constitute and be construed as a single instrument. In the event of any conflict between this Addendum and the Offer, the terms of this Addendum shall control. The Offer to Purchase and this Addendum shall be collectively referred to as The Offer. 1. Sale by Auction. Buyer acknowledges that this sale of real estate only has been transacted pursuant to an auction process. 2. Multiple Sellers. Buyer acknowledges that there are three (3) sellers of real estate involved in this transaction. Each Seller is the owner of the real estate described on the attached Exhibit A, as designated thereon. All provisions, including warranties and representations, of this agreement by a Seller shall be applicable only to the real estate to be conveyed by that Seller. 3. Contingencies. This transaction is not subject to any contingency, other than the compliance by each party with the terms and conditions of this Offer to Purchase. There shall be no other contingencies for Buyer, including, without limitation, the following: Financing, appraisal, inspections and testing, including well, well water and septic. 4. Lease of Residence. The Seller, the Raymond J. Reidy, Jr. and Nancy J. Reidy 2001 Revocable Trust dated March 21, 2001, shall retain the right to occupy the residence being conveyed by said Seller, pursuant to the terms of a Lease Agreement,
which is marked Exhibit B and attached hereto and made a part hereof, which Buyer agrees to sign at closing 5. Merits of Purchase. Buyer has had adequate opportunity to obtain from the Seller information necessary to permit Buyer to evaluate the merits of this purchase. 6. Litigation. In the event of litigation between the parties in relation to the interpretation or enforcement of this Agreement, the reasonable attorneys fees and court costs incurred by the party prevailing in such litigation shall be borne by the nonprevailing party. 7. Expenses. Whether or not the transactions contemplated hereby are consummated, with the exception of the Buyer s fee to be paid by Buyer, each of the parties hereto shall pay its own expenses incurred in connection with the authorization, preparation, execution or performance of this agreement and all transactions contemplated hereby, including without limitation all fees and expenses of agents, representatives, counsel and accountants. 8. Brokerage. A. Seller s Broker. Seller represents and warrants that they have retained Fahey Sales Auctioneers & Appraisers and Hansen & Young in connection with this agreement or the transactions contemplated by this agreement. The Buyer s fee of 10% of the bid price shall be paid by Buyer and added to the bid price to constitute the total purchase price. B. Buyer s Broker. Buyer represents and warrants that it has not retained any additional broker in connection with this Agreement or the transactions contemplated by this Agreement. 9. Property Excluded from Conveyance. Only the real estate described herein is being conveyed to Buyer. Specifically excluded from the sale are cash, accounts receivable, and all of Sellers tangible personal property and equipment used in the operation of their respective businesses located upon the premises. 10. Payment of Purchase Price. The purchase price shall be paid in cash in full at closing, by electronic wire transfer or delivery of other immediately available funds. 11. Allocation of Purchase Price. The aggregate purchase price herein shall be allocated among the three (3) separate parcels of real estate described on Exhibit A purchased from each Seller for purposes of Section 1060 of the Internal Revenue Code and Buyer and Seller agree to be bound by such fair market value determination and
allocation and to complete and attach Internal Revenue Service Form 8594 to their respective tax returns. Said allocation shall be agreed upon within thirty (30) days of this agreement. 12. Authority. Each Seller and Buyer has full power and authority to enter into this Agreement and to carry out the transactions contemplated hereby, and all corporate and other proceedings required to be taken by the party in connection with this Agreement and the transactions contemplated hereby and necessary to make the same effective have been duly and validly taken. 13. Seller's Deliveries. On the closing date, subject to the terms and conditions set forth in this agreement, each Seller shall make the following deliveries: A. The appropriate type of deed conveying title to Buyer as provided herein. B. Copies of corporate resolutions of Seller authorizing the execution and delivery of this agreement and each exhibit thereto and the consummation of the transactions contemplated hereby and thereby, certified by an officer of the Seller. C. A Certificate of Good Standing of Seller, issued as of a recent date by the Department of Financial Institutions of the State of Wisconsin. D. Copies of corporate resolutions of Seller authorizing the execution and delivery of this agreement and each exhibit thereto and the consummation of the transactions contemplated hereby and thereby, certified by an officer of the Seller. 14. Buyer's Deliveries. On the closing date, subject to the terms and conditions set forth in this agreement, Buyer shall make the following deliveries: A. Payment of the purchase price payable at closing. B. A Certificate of Good Standing of Buyer, issued as of a recent date by the Department of Financial Institutions of the State of Wisconsin. C. Copies of entity resolutions of Buyer authorizing the execution and delivery of this agreement and each exhibit thereto and the consummation of the transactions contemplated hereby and thereby, certified by officers, members or managers of the Buyer.
D. The signed Lease Agreement to Raymond J. and Nancy J. Reidy (Exhibit B). 15. Governing Law. This Proposal shall be governed and construed under the laws of the State of Wisconsin, without regard to the conflicts of laws principles thereof. 16. Counterparts. This agreement may be signed in two or more counterparts, including by facsimile and portable document format (.pdf) delivery, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties agree and acknowledge that delivery of a signature by facsimile or in.pdf form shall constitute execution by such signatory. 17. Authority. Each party and respective signatory hereto represents that the respective party has the authority to enter into the agreements herein contemplated, that the entry into such agreements does not violate any contract, covenant, lease, operating agreement or bylaw, rule, regulation, law or other condition imposed on the authority of that party and that the execution hereof and the entry into the agreements herein contemplated does not require any notification to or consent of any third party, other than the appropriate corporate or association board and/or committees of each respective party. 18. Nature and Survival of Representations. All statements contained in any documents, certificates or other instruments delivered by or on behalf of Seller or Buyer pursuant to this agreement or in connection with the transactions contemplated hereby shall be deemed representations and warranties by Seller or Buyer hereunder. All representations and warranties and agreements made by Seller or Buyer in this Agreement or in any documents, certificates, or other instruments delivered pursuant hereto shall survive the closing hereunder (and any investigation at any time made by or on behalf of Seller or Buyer). 19. Modification. This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein and shall not be modified or amended except by an instrument in writing signed by or on behalf of the parties hereto. 20. Assignment. This Agreement shall not be assignable by any party hereto without the prior written consent of the other party, except that Buyer may assign to an entity owned or controlled by the shareholder(s) of Buyer. 21. Headings. The headings in this agreement are for convenience of reference only and shall not be deemed to alter or affect any provision thereof. Reference to
numbered "articles," "sections," "paragraphs" and "subparagraphs," and to lettered "Exhibits" refer to articles, sections paragraphs and subparagraphs of this Agreement and Exhibits annexed thereto. 22. Interpretation. This agreement has been negotiated at arm's length with Buyer and Seller having the opportunity to be represented by counsel. Therefore, this Agreement shall not be construed against the party that drafted this agreement. 23. Mutual Cooperation. Buyer and Seller will work together in good faith to the extent reasonably necessary to facilitate the consummation of the transactions described in this Agreement. From time to time following the closing, both Buyer and Seller will execute, deliver and acknowledge such further documents or instruments and perform such further acts or deeds, as may be reasonably necessary to consummate the transactions described in agreement and carry out the purposes and intent of this agreement. END OF ADDENDUM