Grain Facility in Oregon

Sale of Assets of Farmers Grain, LLC, which include: (1) Seller’s interest in the real property described below (including any fixtures such as grain bins and driers), together with any and all appurtenances and water and water rights related to such real property— (collectively, the “Premises”); (2) personal property currently located on the Premises (the “Personal Property”), and (3) an assumption and assignment of all of Seller’s interest in the Union Pacific Leasehold interest (known as Audit No. 177345—“Union Pacific Lease”), and more described as below:

• Premises: The Premises are legally described as: Land in Malheur County, Oregon, as follows: In Twp. 19 S., R. 47 E., W.M.: Sec. 32: A parcel of land in the NW ¼ SE ¼ described as follows: Beginning at a point 38\ feet South and 531 feet East of the center of said Section 32; Thence S. 00 degrees, 160 feet; Thence along the Northerly boundary of the Oregon Short Line Railroad Company right of way, Homedale Branch, on a curve having a radius of 996.3 feet, a long chord of N. 42 degrees 03' E., 164.3 feet; Thence N. 00 degrees, 38 feet; Thence 90 degrees W., 110 feet to the Point of Beginning. Land in Malheur County, Oregon, as follows: In Twp. 19 S., R. 47 E., W.M.: Sec. 32: A parcel of land in the NW ¼ SE ¼ described as follows: Beginning at a point 38 feet South of the center of said Section 32; Thence East 531 feet; Thence South 160 feet; Thence along the Northerly boundary of the Oregon Short Line Railroad right of way on a spiral curve of 996.3 foot radius and long chord of S. 52 degrees 36' W., 155 feet; Thence continuing along said right of way with a long chord of S. 56 degrees 32' W., 127.3 feet; Thence S. 58 degrees 40' W., along said right of way to its intersection with the North-South center line of Section 32; Thence North along said center line to the Point of Beginning;
• Personal Property: The Personal Property is identified as follows: (A) 12 Metal upright Bins approximately 1,392,000 bushels (one 39,000 bushel bin is non-operational, together with spare motors located on second floor of shop building; (B) 1 Metal hopper bin; (C) 3 Truck Dump pits; (D) 80 ft Truck Scales with compu-weigh system; (E) Grain elevator with 3 grain receiving and 2 load outs, office/shop building, bulk feed commodity barn, Quonset barn; and (F) Truck receiving pits, computer operating system, elevator legs, augers/conveyors and a 25 TPH hammer mill and a grain dryer; (G)Hutchinson Auger - SN: 945591; (H) All office furniture; (I) All office equipment and supplies, except any and all computers, monitors, servers, and file cabinets;
• Union Pacific Lease: The Union Pacific Lease is further described as follows: (1). Lease dated May 25, 1999 between Union Pacific Railroad Company as Lessor and Dirk DeBoer and Nancy Stringer DeBoer, Lessee identified as Folder No. 00548-55 and Audit No. 177345; (2) Adoption Agreement dated January 29, 2016 between Union Pacific Railroad Company and Farmers Grain LLC (3) Supplemental Agreement dated June 14, 2017 between Union Pacific Railroad Company, Lessor and Farmers Grain LLC, Lessee Purchaser shall assume and discharge when due only the liabilities described in the Union Pacific Lease, at or after the Closing (the “Assumed Liabilities”). Purchaser and Seller agree that the written consent of Union Pacific Railroad shall be obtained to the full assignment and assumption of the Union Pacific Lease as a material term of this Agreement.