Purchase and Sale Agreement (2017)Full Document 

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Exhibit 10.9
 
PURCHASE AND SALE AGREEMENT
 
 
AGREEMENT made as of this _____ day of October 2017 by and between Greg DiPaolo’s Pro Am Golf, LLC, having an address at 7060 East Lake Rd.- Route 5, Westfield, NY 14787, email: dumptruck1@fairpoint.net (the “Seller”) and WEED, Inc., a Nevada corporation, having an address at 4920 N. Post Trail, Tucson, AZ 85750, email: gemartin21@aol.com, as agent for a limited liability entity to be formed (the “Purchaser”).
 
RECITALS:
 
WHEREAS Seller is the owner of that certain improved real property located at 7060 East Lake Rd., Westfield, New York known as Sugar Hill Golf Course.
 
WHEREAS Purchaser desires to purchase, and Seller desires to sell, such real property on the terms and conditions set forth herein.
 
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Purchaser and Seller agree as follows:
 
1.            
Description. Seller hereby agrees to sell and convey, and Purchaser agrees to purchase from Seller, on the terms and conditions set forth herein, the following:
 
1.1            
Premises. That certain real estate located at 7060 East Lake Rd., Westfield, County of Chautauqua, State of New York, with approximately 44.8 acres and tax map numbers 160.00-2-06, 160.00-2-07 and 160.00-2-46, along with all improvements situated thereon and all fixtures, machinery and equipment attached or appurtenant to the land or building used in connection with it (the “Premises”); together with all right, title and interest of Seller, if any, in and to the land lying in the bed of any street, highway, waterway and the lake adjoining the Premises and to any taking by condemnation or any damage to the Premises by reason of a change of grade of any street or highway, and all of the estate and rights of Seller in and to the Premises. The parties may, prior to Closing, enter into an agreement for the purchase and sale of personal property used in the operation of the golf course located at the Premises.
 
2.            
          
Purchase Price. The total consideration for the Premises shall be the sum of $800,000 (the “Purchase Price”) and payable in the following manner:
 
2.1            
Earnest Money Deposit. Upon execution of this Agreement by all parties, Purchaser shall pay to Gleichenhaus, Marchese & Weishaar, P.C. (the “Escrow Agent”), to be held in a non-interest bearing escrow account, subject to the terms of Section 16 of this Agreement, the sum of $10,000 (the “Deposit”). The Deposit is non-refundable, except as set forth in Sections 2.3 and 4.1.
 
 
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2.2            
Balance of Purchase Price. On the Closing Date (as hereinafter defined), Purchaser shall pay the Purchase Price, plus or minus prorations and adjustments in accordance with this Agreement, to Seller in cash, bank wire, bank check or certified check, less the Deposit.
 
2.3            
Default. If Seller is unable or unwilling to perform or transfer its rights, title and interest to Purchaser in accordance with the terms of this Agreement, or willfully defaults under this Agreement, Purchaser shall have the following remedies: (a) receive a refund of the Deposit, (b) bring an action for specific performance, and (c) sue for damages. If Purchaser shall fail to perform any of its obligations hereunder and Seller is not in default hereunder, Seller's sole remedy shall be to retain the Deposit as liquidated damages, and thereupon
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