EX-10.1 2 ex_853538.htm EXHIBIT 10.1

Exhibit 10.1

AGREEMENT OF PURCHASE AND SALE

THIS AGREEMENT OF PURCHASE AND SALE (this “Agreement”) is made as of the Effective Date (as defined below), by and among CKX LANDS, INC., a Louisiana corporation (“SELLER”) and SOUTHERN PINE PLANTATIONS OF GEORGIA, INC., a Georgia corporation (“BUYER”).

BACKGROUND

| A. | SELLER owns those certain tracts of land in various parishes of Louisiana, consisting of approximately 7,014 acres of land located in Allen, Beauregard, Calcasieu, Cameron, Jefferson-Davis, Natchitoches, Rapides, Sabine, Parishes, Louisiana (collectively, the “Land”) as described on Exhibit “A” attached hereto. SELLER agrees to sell and convey to BUYER, and BUYER agrees to purchase from SELLER, the Land, together with all right, title and interest of SELLER in and to any and all buildings, improvements and other constructions located thereon (“Improvements”) and all land lying in the beds of any streets, avenues, alleys or passages, open or proposed, bounding or abutting the Land, and drainage rights appurtenant to the Land, together with all right, title and interest, if any, of SELLER, in and to any servitudes, easements, and rights of way or passageways appurtenant to or benefiting the Land, together with all standing and lying timber located thereon; all oil, gas and mineral rights; all water rights; and all rights to all other substances on and beneath the Land (collectively, the “Property”).

| B. | SELLER desires to sell, and BUYER desires to purchase, the Property on the terms and subject to the conditions set forth herein.

TERMS

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Consideration. As consideration for the Property, BUYER shall pay SELLER in cash at the Settlement Date described herein below, as adjusted by the terms of this Agreement, Nine Million Two Hundred Thirty-One Thousand Three Hundred One and No/100 Dollars ($9,231,301.00) (the “Purchase Price”), less any Deposit applied to the Purchase Price and subject to any prorations specified herein at Settlement.

2. Payment of Consideration. The Purchase Price shall be paid as follows:

(a) Within five (5) days after the Effective Date, BUYER shall deliver to Escrow Agent (as identified below), the sum of Four Hundred Sixty-Two Thousand and No/100 Dollars ($462,000.00) (the “Deposit”). It is hereby agreed that the Deposit shall be in the form of a wire transfer to the Escrow Agent to be deposited by Escrow Agent in a non-interest bearing escrow account. At Settlement, the Deposit shall be credited to BUYER as against the Purchase Price. The Escrow Agent under this Agreement shall be Adams, Hemingway, Wilson and Rutledge, LLC (“Escrow Agent”).

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(b) The Purchase Price shall be paid by BUYER to SELLER at Settlement in cash, by wire transfer of immediately available funds at the office of the Escrow Agent.

3. Title to Property.

(a) SELLER shall convey to BUYER title to the Property on an “as-is, where-is” basis with no representations or warranties whatsoever from SELLER in accordance with the provisions of Paragraph 8(a) hereinbelow. No later than the third business day after the Effective Date, BUYER shall engage First American Title Insurance Company, 3455 Peachtree Rd. NE, Suite 1700, Atlanta, GA. 30326, Attention: Kevin W. Wood, Esq., Email: kwwood@firstam.com (the “Title Company”) to issue a commitment to insure the title to the Land (the “Title Commitment”), which shall be accompanied by true and complete copies of all covenants, restrictions and easements which are listed as exceptions thereto (the “Title Exceptions”).

(b) Within twenty (20) days following the delivery of the Title Commitment and the Title Exceptions to BUYER (the “Title Objection Period”), BUYER shall notify SELLER in writing as to which of such Title Exception(s) and/or Survey matters BUYER has disapproved. All Title Exceptions and/or Survey matters which BUYER so approves, or as to which BUYER fails to timely notify SELLER of BUYER’s disapproval, shall be deemed “Permitted Exceptions” with respect to the Property for purposes of this Agreement. As to any Title Exceptions and/or Survey matters which BUYER identifies to SELLER as being disapproved (“Title Defect(s)”), SELLER shall notify BUYER, within seven (7) days after receipt of BUYER’S notice of any Title Defects, of SELLER’S election, in SELLER’S discretion, to “cure” the same prior to or in connection with Settlement or to inform BUYER that SELLER is unable or unwilling to cure same. If SELLER fails to give BUYER notice of SELLER’S election within such seven (7) day period, SELLER shall be deemed to have elected not to cure the Title Defects. If SELLER is unable or unwilling to cure any Title Defect prior to or in connection with Settlement, then, at BUYER’s option, BUYER may (i) waive such matter and take title to the Property subject to such matter without compensation or adjustment of the Purchase Price and without any warranty by or recourse against SELLER (and such matter shall thereafter constitute a Permitted Exception for all purposes of this Agreement), (ii) if and only if the portion(s) of the Property that are affected by a Title Defect constitute(s) more than ten percent (10%) of the Property (or more than 10% the value of the Property, valued at the Average Per Acre Value), terminate this Agreement, whereupon Escrow Agent shall pay the Deposit to BUYER, and neither SELLER nor BUYER shall thereafter have any obligation to the other under this Agreement, except for obligations under any provisions of this Agreement that expressly survive termination of this Agreement by their terms, or (iii) exclude from the Property any or all of those portion(s) of the Property that constitute(s) a Title Defect (as applicable, a “Title Defect Carveout”) and proceed to Settlement, in which event the Purchase Price shall be reduced by an amount equal to the Average Per Acre Value (defined below) multiplied by the number of acres of Property (or portion thereof) included in the Title Defect Carveout; provided that the Title Defect(s) affecting the portion(s) of the Property that Buyer elects not to exclude shall thereafter constitute a Permitted Exception for all purposes of this Agreement. Each Title Defect Carveout (if any) shall create an economically feasible, legally compliant and marketable parcel (a “Marketable Parcel”), subject to SELLER’S and BUYER’S mutual reasonable approval, and, to the extent necessary, provide SELLER and BUYER with reasonable reciprocal access to, from and over such Title Defect Carveout. As used in this Agreement, “Average Per Acre Value” means a value equal to One Thousand Three Hundred Sixteen and 05/100 Dollars ($1,316.05) per acre. BUYER must make any waiver, termination or Title Defect Carveout election in writing on or before the day which is ten (10) days prior to Settlement. Failure of BUYER to make an election with respect to any uncured Title Defect within the time period given will be deemed to be a waiver of such Title Defect. The parties further agree that the Settlement Date shall be extended as necessary to allow the parties the rights as set forth hereinabove.

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4. Survey. BUYER may at its expense obtain an ALTA survey of the Land (the “Survey”). The legal description of the Land from the Survey shall be subject to SELLER’S review and approval, and once so approved, shall be included in the Act of Sale.

5. Settlement. The closing (“Settlement”) of the sale of the Property by SELLER to BUYER shall occur on or before the 30th day after the expiration of the later of the Inspection Period or the Title Objection Period or such earlier date agreed upon by the parties (“Settlement Date”); but in all events the Settlement Date shall be no later than the 75th day after the Effective Date except in the event the Title Commitment and Title Exceptions are not delivered to BUYER in a timely manner so as to allow BUYER its full Title Objection Period of twenty (20) days thereafter, the Settlement Date shall be extended until ten (10) days after the expiration of the Title Objection Period plus any extension as may be necessary to satisfy the rights of the parties in Section 3(b) hereinabove. Settlement shall be conducted by escrow and wire transfer through the offices of Title Company or such other place or method as SELLER and BUYER shall mutually agree.

6. Waivers and Releases. Except as otherwise set forth herein, the Property will be conveyed by SELLER to BUYER without any representations, warranties, or covenants, and the sale will be on an “as-is, where-is” basis with waivers of warranties, including those set forth on Exhibit “B” attached hereto, which shall be set forth and included in the Act of Sale.

7. Inspection Period.

(a) BUYER shall have a period of fifteen (15) days after the delivery of the Materials Delivery Notice as contemplated by Paragraph 22(h)) (the “Inspection Period”) to perform such due diligence evaluations, examinations, tests and studies as BUYER may reasonably require in connection with its evaluation of the Property, including, but not limited to, legal, financial and engineering studies, confirmation of compliance with applicable laws (including subdivision and zoning codes and ordinances), environmental site assessments and examinations, soils and flood plain studies, and to confirm all matters which BUYER may desire to confirm with respect to the Property, all at BUYER’s sole cost and expense. BUYER shall have the right during the Inspection Period to enter upon the Property to conduct such evaluations, examinations, tests and studies on a non-disruptive basis. If BUYER for any reason determines not to acquire the Property, then BUYER shall have the right to terminate this Agreement by written notice to SELLER on or before the last day of the Inspection Period, and this Agreement shall automatically terminate (except for any terms or provisions that by their terms expressly survive termination), in which event the Deposit shall be returned to BUYER by Escrow Agent. If BUYER fails to provide such notice to SELLER by the date indicated, then the condition provided in Paragraph 7(a) shall be deemed to have been satisfied and waived, and BUYER shall have no right to terminate this Agreement except as otherwise provided herein.

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(b) BUYER hereby indemnifies and agrees to hold harmless and defend SELLER and each of its directors, officers, shareholders, affiliates, employees, agents, successors and assigns from and against any and all losses or claims for property damage or personal injury or any liability arising out of BUYER’s inspections. In the event that any inspection by BUYER or any contractor, agent, or consultant engaged by BUYER results in any damage, liability, or disturbance to the Property, BUYER shall cause such contractor, agent or consultant, or undertake itself, at no cost to SELLER, to repair promptly such damage and restore such Property to the condition it was in immediately prior to such inspection.

(c) BUYER acknowledges and agrees that SELLER has provided BUYER with a Phase I Environmental Site Assessment of the Property by Geo-Source, Inc. (“Geo-Source”), summarized in a letter of Geo-Source dated June 6, 2025 (“Phase I”). If the Phase I discloses conditions which BUYER desires to investigate further pursuant to a Phase II Environmental Assessment (“Phase II”), then BUYER shall not do so without the prior written consent of SELLER. BUYER shall provide SELLER a copy of any Phase II obtained by BUYER promptly following BUYER’S receipt thereof. If BUYER’S inspections reveal any recognized environmental condition (as defined by the American Society for Testing and Materials (ASTM) Standard E E2247-16) or any other adverse environmental condition that is not satisfactory to BUYER (an “Environmental Condition”) on the Property that is not satisfactory to BUYER, in its sole discretion, BUYER shall have the option to (i) waive the objection and take title to the Property subject to such Environmental Condition without compensation or any reduction in the Purchase Price and without any warranty by or recourse against SELLER, or (ii) by written notice to SELLER on or before the last day of the Inspection Period, receive a return of the Deposit and terminate this Agreement, except for any terms or provisions that by their terms expressly survive termination. Failure of BUYER to make an election with respect to any uncured Environmental Condition within the time period given will be deemed to be a waiver of such objection.

(d) Notwithstanding anything to the contrary set forth in this Agreement, BUYER’s obligations (including its indemnity obligations to SELLER) set forth in this Paragraph 7 shall survive Settlement or earlier termination of this Agreement.

8. Documents to be Delivered at Settlement. At Settlement, the parties shall execute and deliver the following documents:

(a) Act of Sale for the Property in customary and recordable form with no warranties whatsoever from SELLER, except a warranty of title as to SELLER’S own acts, or those claiming by, through or under SELLER, but with complete transfer and subrogation of all rights and actions of warranty against all former proprietors of the property herein conveyed, together with all rights of prescription, whether acquisitive or liberative, to which SELLER may be entitled.

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(b) Such affidavits and proofs as may be required by the Title Company.

(c) A non-foreign person affidavit by SELLER in the form required by the Internal Revenue Service.

(d) A settlement statement in a form reasonably acceptable to BUYER and SELLER.

(e) All other documents reasonably necessary to effectuate the transaction under the terms of this Agreement.

(f) As to certain portions of the Property lacking legal access, an affidavit executed by SELLER’s representative, in a recordable form substantially similar to the one incorporated as Exhibit “C” attached hereto, approved by BUYER, which form may include a narrative and maps outlining historic access to such parcel, with respect to certain parcels of the Property that do not have legal access either via public road frontage or a deeded easement.

9. Settlement Costs; Apportionments at Settlement.

(a) SELLER will pay the following closing costs: SELLER’S attorneys’ fees and the cost to cure or release any Title Defects (if SELLER elects to cure such Title Defects). BUYER will pay the following closing costs: BUYER’S attorneys’ fees, the cost of the Survey, all costs and expenses of BUYER’S inspection of the Property, the costs of the title commitment and any title policies and endorsements, the cost of any environmental studies initiated by Buyer, the cost of any documentary stamps or other sales or transfer tax relating to the conveyance of title to the Property to BUYER, the cost of recording the Act of Sale and all of the escrow charges. In addition, BUYER shall be responsible for paying all mortgage related taxes with respect to any financing by BUYER.

(b) Ad valorem real estate taxes shall be prorated as of the Settlement Date. In the event the taxes for the year of Settlement are unknown, the tax proration will be based upon such taxes for the prior year.

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(c) Any Contracts not terminated prior to Settlement shall be assigned to BUYER at the time of Settlement. All income and payments derived under any Contracts assigned to BUYER for the month in which Settlement occurs which are actually received by SELLER shall be prorated as of the Settlement Date. All advance payments of rents, royalties or other contractual sums pursuant to Contracts owed other than for the month in which Settlement occurs, and all deposits pursuant to Contracts shall be paid by SELLER to BUYER at Settlement. Delinquent rents and additional rents owed for the month during which Settlement occurs (for the pro rata period of SELLER’S ownership of such Property) or prior to the month during which the Settlement takes place under Contracts shall remain the property of SELLER. All income and payments received by SELLER after Settlement under Contracts shall reasonably promptly be delivered to BUYER to the extent, but only to the extent, such income or payments is attributable to the period of BUYER’S ownership of the Property. For purposes of this Agreement, “Contracts” shall mean any hunting lease and other unrecorded agreement affecting the Property or any portion thereof. SELLER shall provide the latest contact information for the counterparties to the assigned Contracts that SELLER has to BUYER at Settlement. It shall be BUYER’s responsibility to notify counterparties of the assignment of such Contracts after Settlement, and SELLER shall have no obligation to make any such notices.

10. Risk of Loss.

(a) SELLER shall bear the risk of loss or damage to the Property and timber thereon from Casualty Loss (as defined below) or any other cause whatsoever, or condemnation of any portion of the Property, prior to Settlement. In the event of such loss, damage, or condemnation prior to Settlement which causes a reduction in value of the Property equal to or less than five percent (5%) of the Purchase Price, BUYER shall proceed with Settlement provided that in the case of a condemnation, SELLER shall assign all of SELLER’S rights to such condemnation award or proceeds for the Property to BUYER at Settlement. In the event that such loss, damage or condemnation occurs prior to Settlement and causes a reduction in the value of the Property in excess of five percent (5%) of the Purchase Price, BUYER, at its election, may terminate this Agreement, in which event, SELLER shall direct the Escrow Agent to refund the Deposit to BUYER or if BUYER fails to affirmatively terminate this Agreement as provided herein within five (5) business days after the determination of the reduction in value of the Property by agreement of the parties or pursuant to Paragraph 10(b), then this Agreement shall automatically terminate (except for any terms or provisions that by their terms expressly survive termination), in which event, SELLER shall direct the Escrow Agent to refund the Deposit to BUYER. “Casualty Loss” means loss or damage by whatever cause, including, but not limited to, condemnation, fire, earthquake, storm, flood, infestation, bark beetles, southern pine beetles, disease, or other act of God, unauthorized harvest or timber trespass.

(b) In the event it shall become necessary, pursuant to Paragraph 10(a) above to determine the amount of any change in the value of the Property and SELLER and BUYER are unable to agree on the amount of such change within ten (10) business days after the event causing the loss, damage, or condemnation, then such determination shall be made by a majority of a panel of three (3) independent professional forestry consultants each of whom has no less than ten (10) years’ experience in the practice of forestry in the general area of the Property. One such consultant shall be appointed by SELLER, one such consultant shall be appointed by BUYER, and the third consultant shall be chosen by the first two consultants. The decision of such consultants shall be final and binding on both parties, and the costs of such determination shall be divided equally between BUYER and SELLER. The date of Settlement shall be extended to the extent reasonably necessary to permit the determination of the amount of any change in the value of the Property and/or to permit any election made pursuant to the provisions of this Paragraph 10(b).

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11. Reserved.

12. Notices. All notices and other communications under this Agreement shall be in writing and shall be effectively given only if sent by electronic mail or nationally recognized overnight courier service, charges prepaid, receipt requested, addressed as follows:

To SELLER:

CKX LANDS, INC. Attention: W. Gray Stream, President 2417 Shell Beach Drive Lake Charles, Louisiana 70601 Phone: (337) 493-2399 Email: gstream@streamcompany.com | With a copy to (which shall not constitute notice): Maureen B. Gershanik Steven C. Serio Fishman Haygood, L.L.P. 201 St. Charles Avenue, Fl. 46 New Orleans, Louisiana 70170 Phone: (504) 586-5252 Email: mgershanik@fishmanhaygood.com sserio@fishmanhaygood.com

To BUYER: | SOUTHERN PINE PLANTATIONS OF GEORGIA, INC. Attention: Al Bayme 6304 Peake Road Macon, Georgia 31210 Phone: (478) 405-4104 Email: abayme@sppland.com
To ESCROW | Adams, Hemingway, Wilson & Rutledge, LLC
AGENT: | Attention: Ross S. Schell 544 Mulberry Street, Suite 1000 Macon, Georgia 31201 Phone: (478) 259-4724 Email: ross.schell@adamshemingway.com

or such other address as the party to be notified shall have designated to the other party hereby by notice delivered in accordance herewith. All such notices sent by overnight courier service shall be deemed given on the day such notice is deposited for delivery by the overnight courier service. The effective date of notice by electronic mail will be the date when sent by email transmission if sent before 6:00 pm (Macon, Georgia local time) on a business day or will be effective the next business day if sent after 6:00 pm (Macon, Georgia local time) on a business day or on a day that is not a business day. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed receipt of the notice, demand or request sent.

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13. Third Party Brokerage. Other than TAP Securities LLC, who shall be paid a commission by SELLER pursuant to a separate agreement, SELLER and BUYER hereby represent and warrant to each other that they have not dealt with any real estate broker or finder in connection with the transaction which is the subject of this Agreement, and each party hereby agrees to indemnify, save harmless and defend the other from and against all claims, losses, liabilities and expenses, including reasonable attorneys’ fees, arising out of any claim made by any real estate broker, finder or other intermediary who claims to have dealt with such party in connection with the transaction which is the subject of this Agreement.

14. Assignment. BUYER shall not assign BUYER’s rights and interests under this Agreement without the prior written consent of SELLER except that BUYER shall have the right to assign the Agreement to an affiliate of BUYER formed for the specific purpose of effecting this transaction.

15. Failure of Performance.

(a) Except as otherwise provided in Paragraph 20(d), if SELLER shall default in its obligations under this Agreement, BUYER, at BUYER’s election, shall have the right (i) to the return of the Deposit by Escrow Agent as its sole and exclusive remedy and, thereupon, SELLER shall be released and relieved of any and all liability hereunder and shall reimburse BUYER for all of its reasonable and documented (by invoice) out-of-pocket costs and expenses incurred by BUYER directly in connection with this transaction and its due diligence and inspections of the Property, including attorneys’ fees and costs (“Transaction Expenses”), up to a maximum recovery by BUYER (in addition to the return of the Deposit) of $50,000.00 in the aggregate, or (ii) for specific performance so long as BUYER is not in default hereunder and is ready, willing and able to proceed to Settlement. Notwithstanding the foregoing, and except as otherwise provided in Paragraph 20(d), in the event of a willful or intentional default of SELLER hereunder, and provided specific performance is not an available remedy therefor, BUYER shall, in addition to the foregoing, be permitted to pursue any and all rights and remedies available to Buyer at law or in equity, up to a maximum recovery by BUYER (in addition to the return of the Deposit) equal to its Transaction Expenses.

(b) If BUYER shall default in BUYER’s obligations under this Agreement, SELLER, at SELLER’S election, shall have the right (i) to have the Deposit delivered to SELLER and, thereupon, BUYER shall be released and relieved of any and all liability hereunder except for liabilities and obligations that expressly survive this Agreement or (ii) for specific performance so long as SELLER is not in default hereunder and is ready, willing and able to proceed to Settlement. BUYER and SELLER acknowledge that the damages which may be incurred by SELLER in the event of BUYER’s default are difficult to quantify as of the date of this Agreement; the Deposit represents the parties’ reasonable best estimate of SELLER’S probable future damages in the event of BUYER’s default; and that the Deposit represents fair and reasonable consideration to SELLER in the event of BUYER’s default.

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16. Provisions with Respect to Escrow.

(a) The duties and obligations of Escrow Agent hereunder shall be entirely administrative and ministerial and not discretionary. Escrow Agent shall be under no responsibility in respect of the Deposit other than to faithfully follow the instructions herein contained. Escrow Agent may conclusively rely upon any instructions or documents delivered to it by BUYER and SELLER and purportedly executed by a duly authorized officer or partner thereof and shall be under no duty of independent inquiry with respect to any facts or circumstances recited therein. In the event that any notice or instruction required to be delivered to Escrow Agent hereunder is not so delivered, Escrow Agent may hold the Deposit, if any, pending delivery to Escrow Agent of such instruction or notice and may exercise all of Escrow Agent’s rights and remedies hereunder or otherwise provided by law. The parties hereto jointly and severally agree to reimburse and indemnify Escrow Agent for, and hold Escrow Agent harmless against, any loss, liability, cost or expense, including but not limited to, reasonable attorney’s fees, which may be asserted against Escrow Agent or to which Escrow Agent may be exposed or which may be incurred by reason of the acceptance of, or the performance of duties and obligations under this Agreement, except any arising from Escrow Agent’s gross negligence or willful and wanton misconduct. In no event shall Escrow Agent be liable for any loss, cost or damage arising out of the performance of its duties hereunder, except for acts of gross negligence or willful and wanton misconduct.

(b) In the event of any dispute or disagreement in connection with the performance by Escrow Agent of its duties under this Agreement, including, but not limited to, the respective rights of the parties to the Deposit, Escrow Agent may consult with counsel selected and employed by Escrow Agent, and Escrow Agent shall suffer no liability for any action taken or suffered in good faith in accordance with the opinion of such counsel, if any; provided, however, that the Deposit shall be disbursed in accordance with the terms of this Agreement. Notwithstanding any other provision of this Agreement, if any dispute or difference arises among the parties or if any conflicting demand shall be made upon Escrow Agent, Escrow Agent shall not be required to determine the same or take any action thereon; rather, Escrow Agent may await settlement of the controversy by appropriate legal proceedings; or Escrow Agent may, by written notice to the parties hereto, initiate litigation to determine to whom the Deposit held under this Agreement shall be delivered; or Escrow Agent may file suit in interpleader with the proper state circuit court in which the Land is located, for the purpose of having the respective rights of the parties adjudicated. Escrow Agent, upon initiation of such suit, may deposit with the court the Deposit and, upon giving notice thereof to the parties hereto, Escrow Agent shall be fully released and discharged from all further obligations hereunder with respect to the Deposit except arising from gross negligence or willful and wanton misconduct of Escrow Agent. It is agreed that Escrow Agent shall have full discretion as to whom it may retain as legal counsel to protect its interest and the same shall not affect or in any way prejudice or limit the Escrow Agent’s entitlement to reasonable attorneys fees for services of such attorneys.

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17. SELLER’S Representations and Warranties. As of the date hereof and as of the Settlement, SELLER represents to BUYER that:

(a) SELLER has the full right, power and authority to enter into this Agreement and to sell and convey the Property to BUYER as provided herein and to carry out its obligations hereunder. None of the execution, delivery or performance of this Agreement by SELLER does or will, with or without the giving of notice, lapse of time or both (1) violate, conflict with, or constitute a default under any judgment, decree, order, statute, injunction, rule, regulation or the like of a governmental unit applicable to SELLER, (2) result in the creation of any lien upon the Property, or (3) require the approval or waiver of or filing with any person (including, without limitation, any governmental unit, agency or instrumentality).

(b) This Agreement constitutes, and, when so executed and delivered, SELLER’S closing deliveries (as set forth in Paragraph 8 above) will constitute, the legal, valid and binding obligations of SELLER, enforceable against SELLER in accordance with its and their terms.

(c) SELLER is not a “foreign person” as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.

(d) SELLER is not (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224 entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism” (September 23, 2001) or any executive order of the President issued pursuant to such statutes; or (iii) a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of OFAC (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including Executive Order 13224) or other governmental action. Further SELLER represents and warrants that SELLER’S activities do not violate the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder.

(e) To SELLER’s knowledge, (i) there are no actions, suits, claims or other proceedings pending or threatened against SELLER that could materially affect SELLER’S ability to perform its obligations as and when required under the terms of this Agreement, and (ii)there are no actions, suits, claims or other proceedings (including, but not limited to condemnation proceedings) pending or threatened against the Property.

(f) Other than the Contracts made available pursuant to Paragraph 22(h), to SELLER’s knowledge, there are no contracts, leases or other unrecorded agreements in effect with respect to the Property or any portion thereof and all such photocopies provided to BUYER shall be complete and accurate. To SELLER’s knowledge, (i) each of the Contracts is in full force and effect and has not been amended, modified or supplemented except pursuant to amendments, modifications or supplements made available pursuant to Paragraph 22(h), (ii) the Contracts constitute the entire agreement as to the subject matter thereof, (iii) all payments and charges due and payable by third parties under the Contracts have been paid to date, and (iv) there are no defaults, disputes, claims, rights of set-off or defenses under any Contracts. For purposes of this Agreement, “Contracts” shall mean any hunting lease and other unrecorded agreement affecting the Property or any portion thereof.

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(g) SELLER has no knowledge of any boundary disputes nor any encroachments affecting any of the Property or portion thereof, nor of any person adversely possessing or using any of the Property or any portion thereof.

(h) To SELLER’s knowledge, (i) no taxes or assessments relating to the Property are delinquent and there are no special taxes, assessments or charges proposed, pending or threatened against the Property, (ii) neither SELLER nor any other person or entity has applied the Property or any portion thereof to a use other than agriculture or timber land, and (iii) to the extent the Property is currently exempt from taxation or is taxed at a special exemption rate or is appraised by use of a special method, no further action is required by or necessary on the part of BUYER to continue such special exemption status or to continue the eligibility of the Property for such special appraisal method.

18. BUYER’s Representations and Warranties. As of the date hereof and as of the Settlement, BUYER represents to SELLER that:

(a) BUYER has the full right, power and authority to enter into this Agreement and to purchase and accept the Property from SELLER as provided herein and to carry out its obligations hereunder. None of the execution, delivery or performance of this Agreement by BUYER does or will, with or without the giving of notice, lapse of time or both (1) violate, conflict with, or constitute a default under any judgment, decree, order, statute, injunction, rule, regulation or the like of a governmental unit applicable to BUYER, (2) result in the creation of any lien upon the Property, or (3) require the approval or waiver of or filing with any person (including, without limitation, any governmental unit, agency or instrumentality).

(b) This Agreement constitutes, and, when so executed and delivered, BUYER’S closing deliveries (as set forth in Paragraph 8 above) will constitute, the legal, valid and binding obligations of BUYER, enforceable against BUYER in accordance with its and their terms.

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19. Accuracy of Representations and Warranties; Survival; Waivers

(a) The representations and warranties of the parties in this Agreement shall be true and correct in all material respects at the Settlement Date and shall be re-certified as such at Settlement, and shall survive Settlement until the earliest to occur of the following (the “Expiration Date”): (i) the six (6) month anniversary of the Settlement Date, (ii) the acquisition (other than an acquisition from or by SELLER or by a person that directly or indirectly controls, is controlled by, or is under common control with SELLER) by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50 percent of the then outstanding shares of common stock of SELLER, (iii) the entry by SELLER into a definitive agreement for a Sale Transaction (defined below) and (iv) the resolution by SELLER’s board of directors to submit a proposal for the dissolution of SELLER to a vote of its shareholders. Each such representation and/or warranty of SELLER shall automatically be null and void and of no further force and effect upon the expiration of the Expiration Date, except for any representation or warranty with respect to which, prior to the Expiration Date, BUYER shall have provided written notice to SELLER alleging that SELLER was in breach thereof when made, and BUYER has suffered losses as a result thereof (a “Notice of Claim”). If BUYER shall have timely delivered a Notice of Claim, BUYER may thereafter proceed to commence a proceeding within sixty (60) days after the delivery of the Notice of Claim. If a court of competent jurisdiction, pursuant to an order in connection with such proceeding, determines that (i) SELLER was in breach of such representation or warranty as of the date made, (ii) BUYER suffered losses by reason of such breach, and (iii) BUYER did not have knowledge of such breach on or prior to the Settlement Date, then BUYER shall be entitled to receive an amount equal to its actual losses. Notwithstanding the foregoing, in no event shall BUYER be entitled to sue, seek, obtain or be awarded losses from SELLER for breaches of representations or warranties, unless and until the aggregate amount of losses for which SELLER is liable to BUYER for such breaches exceeds $94,000 (the “Deductible”), whereupon BUYER shall be entitled to the amount of such losses in excess of the Deductible, but in no event will SELLER be liable to BUYER to the extent that the aggregate losses to BUYER exceed the sum of $940,000.

(b) “Sale Transaction” means (i) any merger, consolidation, recapitalization, reorganization, sale of equity securities or other single transaction or series of related transactions in which the beneficial owners of the outstanding shares of SELLER’s common stock immediately prior to such transaction do not own at least a majority of the voting equity interests of the surviving entity after the closing of such transaction, in substantially the same proportions as their ownership of SELLER’s common stock immediately prior to such transaction, or (ii) the sale, lease, license or other disposition of all or substantially all of the assets of SELLER and its subsidiaries (if any) in a single transaction or series of related transactions.

(c) Except as otherwise set forth herein, SELLER and BUYER agree that BUYER at Settlement shall waive all warranties as to the Property herein sold, whether implied by this Agreement or any other right or representation, as well as all warranties provided by law. This waiver applies to all warranties of any nature, express or implied, including without limitation warranties of fitness for a particular purpose, or of merchantability, or otherwise. BUYER understands that under Articles 2520-2548 of the Louisiana Civil Code and other provisions of law this sale would ordinarily include a warranty, applied by law, against certain defects in the Property sold. BUYER, except as set forth in the representations and warranties contained in this Agreement, expressly waives any and all such warranties, with respect to all defects, whether apparent or latent, visible or not, regardless whether BUYER is presently aware of such defects. This waiver of warranty extends to all defects, even if a defect renders the Property absolutely useless, or so inconvenient or imperfect that BUYER would not have purchased it had it known of the defect.

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20. Additional Agreements.

(a) Except as otherwise permitted by Paragraph 20(b) or Paragraph 20(c), while this Agreement is in effect, SELLER will not, and will not allow any other person or party to, (i) market for sale, sell, encumber, restrict, convey, assign or lease the Property or any portion thereof or interest therein (including any mineral rights, timber rights, or interests) to any person or party other than BUYER, (ii) agree to do any of the foregoing or enter into any other contracts of any kind or nature with respect to or affecting the Property, or (iii) modify, amend, extend, or terminate any of the Contracts except that SELLER shall have the right to enter into new contracts or modify, amend, extend, or terminate any of the Contracts so long as such new contract or modified Contract either terminates prior to or may be terminated at the time of Settlement.

(b) If, within fifteen (15) days following the Effective Date, SELLER receives a written proposal or offer to purchase all of the Property, other than pursuant to a Sale Transaction, that (i) was not solicited by SELLER by actions taken after the Effective Date, (ii) is for consideration consisting solely of cash or a combination of cash and readily marketable securities, and (iii) SELLER’s Board of Directors concludes in good faith, after consultation with SELLER’s outside financial and legal advisors, and considering such factors as the Board of Directors considers to be appropriate, contains, or would reasonably be expected to result in a proposal or offer containing, more favorable terms of consideration and terms than this Agreement (“Alternative Proposal”), SELLER may engage in discussions and/or negotiations with, and/or provide information to, the person or party making the Alternative Proposal. SELLER may terminate this Agreement in order to enter into an agreement providing for such Alternative Proposal, but only if SELLER shall have given BUYER at least three (3) Business Days’ advance written notice advising BUYER of its intention to terminate this Agreement and including a description of the material terms and conditions of the Alternative Proposal, to afford BUYER the opportunity to make a firm commitment to amend the terms of this Agreement to match or exceed the terms included in the Alternative Proposal. Any material modification to the terms of the Alternative Proposal shall commence a new notice period under the foregoing sentence of two (2) Business Days. After fifteen (15) days from the Effective Date until Settlement, SELLER may not pursue an Alternative Proposal. This Paragraph 20(b) shall not survive the termination of this Agreement.

(c) If, within fifteen (15) days following the Effective Date, SELLER receives a written proposal or offer for a Sale Transaction that was not solicited by SELLER by actions taken after the Effective Date (“Sale Proposal”), SELLER may engage in discussions and/or negotiations with, and/or provide information to, the person or party making the Sale Proposal. SELLER may terminate this Agreement in order to enter into an agreement providing for such Sale Proposal, but only if SELLER shall have given BUYER at least four (4) Business Days’ advance written notice advising BUYER of its intention to terminate this Agreement and including a description of the material terms and conditions of the Sale Proposal, to afford BUYER the opportunity to make its own proposal or offer for a Sale Transaction. Any material modification to the terms of the Sale Proposal shall commence a new notice period under the foregoing sentence of two (2) Business Days. After fifteen (15) days from the Effective Date until Settlement, SELLER may not pursue a Sale Proposal. This Paragraph 20(c) shall not survive the termination of this Agreement.

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(d) If this Agreement is terminated by SELLER pursuant to Paragraph 20(b) or Paragraph 20(c), (i) the Escrow Agent shall pay the Deposit to BUYER, (ii) SELLER shall pay BUYER, concurrently with termination, by wire transfer of immediately available funds, a fee of $500,000.00 in cash (the “Seller Termination Fee”), it being understood that in no event shall SELLER be required to pay the Seller Termination Fee on more than one occasion, and (iii) neither SELLER nor BUYER shall thereafter have any obligation to the other under this Agreement, except for obligations under any provisions of this Agreement that expressly survive termination of this Agreement by their terms. Payment of the Seller Termination Fee shall be deemed to be liquidated damages for any and all losses or damages suffered or incurred by BUYER or any other person in connection with this Agreement (and the termination hereof), the transactions contemplated hereby (and the abandonment thereof) or any matter forming the basis for such termination, and none of BUYER or its Affiliates (“Buyer Related Parties”) or any other person shall be entitled to bring or maintain any claim, action or proceeding against SELLER or any of its Affiliates arising out of or in connection with this Agreement, any of the transactions contemplated hereby or any matters forming the basis for such termination. BUYER’s right to receive payment from SELLER of the Seller Termination Fee pursuant to this Paragraph 20(d) shall be the sole and exclusive remedy of the Buyer Related Parties against SELLER and any of its former, current or future officers, directors, employees, stockholders, other representatives or Affiliates (collectively, “Seller Related Parties”) for any loss suffered as a result of the failure of the transactions contemplated hereby to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment of the Seller Termination Fee, none of the Seller Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.

(e) During the term of this Agreement, SELLER shall have right to harvest, cut or remove of any timber on the Property in the normal course of business. Notwithstanding the foregoing, SELLER has provided to Buyer a Mason Bruce and Girard timber inventory standlister dated March 14, 2024 (“MGB Inventory”). At Settlement, BUYER shall receive a credit against the Purchase Price equal to (i) the proceeds actually received by SELLER in connection with all timber harvest activities from the Property not reflected in the MGB Inventory, which was delivered to BUYER prior to the Effective Date of this Agreement, minus (ii) any actual documented logging and hauling costs and timber severance taxes incurred by SELLER in connection therewith.

(f) To the extent the Property is currently subject to a special tax exemption status or is subject to a special tax appraisal method, for purposes of assessing real estate taxes on the Property, until the Settlement, SELLER shall operate the Property in a manner that will allow the Property to continue to be eligible for such special tax exemption status or such special tax appraisal method.

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21. Conditions to Settlement.

(a) In addition to any other conditions expressly set forth in this Agreement to BUYER’S obligations hereunder, BUYER’S obligations to consummate the Settlement hereunder are conditioned upon the satisfaction (or waiver by BUYER to the extent permitted by applicable law) of each of the following conditions:

(i) SELLER’S warranties and representations hereunder being true and accurate in all material respects on both the Effective Date and the Settlement Date and all of SELLER’S covenants and obligations hereunder that are required to be performed or complied with prior to Settlement being performed in all material respects prior to Settlement;

(ii) SELLER conveying title to the Property to BUYER in accordance with the requirements of this Agreement;

(iii) SELLER not having received notice of any pending or contemplated condemnation of any portion of the Property or any impairment of access to the Property, or that the Property is in violation of any applicable law, ordinance or regulation;

(iv) No actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings either being pending or, to the knowledge of SELLER, threatened against SELLER or the Property that would materially and adversely affect SELLER’S ability to perform its obligations under this Agreement or would encumber or affect the Property after Settlement; and

(v) No action, suit or proceeding with respect to SELLER or the Property, or any portion thereof, being pending or, to the knowledge of SELLER, threatened before or by any court or administrative agency which seeks to restrain or prohibit the consummation of the transaction contemplated hereby.

(b) In addition to any other conditions expressly set forth in this Agreement to SELLER’S obligations hereunder, SELLER’S obligations to consummate the Settlement hereunder are conditioned upon the satisfaction (or waiver by SELLER to the extent permitted by applicable law) of each of the following conditions:

(i) BUYER’S warranties and representations hereunder being true and accurate in all material respects on both the Effective Date and the Settlement Date and all of BUYER’S covenants and obligations hereunder that are required to be performed or complied with prior to Settlement being performed in all material respects prior to Settlement;

(ii) No actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings either being pending or, to the actual knowledge of Al Bayme, threatened against BUYER that would materially and adversely affect BUYER’S ability to perform its obligations under this Agreement; and

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(iii) No action, suit or proceeding being pending or, to the actual knowledge of Al Bayme, threatened before or by any court or administrative agency which seeks to restrain or prohibit the consummation of the transaction contemplated hereby.

22. Miscellaneous.

(a) As used in this Agreement the term “Effective Date” shall mean and refer to the last date that the Agreement is executed by SELLER and BUYER and the term “business day” shall mean any day other than a Saturday, Sunday or day on which banks in Louisiana or Georgia are authorized by law or executive order to be closed. Any reference to SELLER’s knowledge in this Agreement means the actual knowledge of William Gray Stream or Scott Stepp, without any obligation of inquiry.

(b) This Agreement shall be construed and enforced in accordance with the laws of the State of Louisiana without regard to its conflicts of law principles. Any legal action or proceeding with respect to this Agreement shall be brought and determined exclusively in any state or federal court located in Lake Charles, Louisiana. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding, for itself and in respect of its property, to the personal jurisdiction of the aforesaid courts, and irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any such action or proceeding (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Paragraph 18(b); (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts and (iii) to the fullest extent permitted by applicable law, any claim that (A) the action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(c) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, administrators, executors, successors and assigns.

(d) BUYER hereby acknowledges and agrees, which shall survive Settlement hereunder, that other than that certain Confidentiality Agreement by and between BUYER and SELLER dated January 11, 2024 (the “NDA”), there are no agreements or understandings between SELLER and BUYER respecting the Property except as expressly set forth in this Agreement, and no agreements hereafter made between SELLER and BUYER respecting the Property shall be enforceable unless they are in writing and duly executed by the party against whom enforcement is sought. The NDA shall survive the Settlement or termination of this Agreement, as applicable.

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(e) Time is of the essence of this Agreement and of all terms and conditions of this Agreement. Subject to the terms and conditions of this Agreement, each of the parties shall use all reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable law to consummate the Settlement and the transactions contemplated hereby as promptly as practicable after the Effective Date. In the event that this Agreement requires the payment of any sum of money or the performance of any action on any day which is a Saturday, Sunday, or any day on which commercial banks are required to be closed under the laws of the State of Louisiana, then such payment or performance shall be excused until the next day which is not a Saturday, Sunday or any day on which commercial banks are required to be closed under the laws of the State of Louisiana.

(f) BUYER and SELLER agree to cooperate with another in facilitating a Like-Kind Exchange and signing any such document or documents that BUYER and/or SELLER may reasonably require. The parties expressly provide that neither BUYER nor SELLER will have any increased expenses or liabilities as a result of the cooperation of either party in facilitating a Like-Kind Exchange.

(g) This Agreement may be signed in any number of separate counterparts, each of which shall be deemed to be an original hereof, and all of which, when taken together, shall constitute one and the same instrument. The parties agree that signed facsimile or electronic copies of this Agreement shall be binding upon the parties, and original executed copies will be provided to Seller and BUYER as soon as possible.

(h) Except to the extent previously provided by SELLER to BUYER, within three (3) days after the Effective Date, SELLER will make available to BUYER copies of the following due diligence materials, but only to the extent they are in SELLER’s actual possession on or before such date: (i) latest survey(s) and/or property maps, (ii) latest title policy and title exceptions, (iii) timber audits/cruise reports, (iv) horticultural or other studies conducted with respect to the Property, (v) Contracts, timber cutting contracts, leases, mineral right reservations, hunting leases and other contracts affecting the Property, if any, (vi) environmental site assessments, and (vii) any other file information as available, and upon said delivery, SELLER shall certify to BUYER that all such materials in its possession have been made available (the “Materials Delivery Notice”). SELLER makes no representations or warranties, express or implied, with respect to the foregoing due diligence materials or their contents, truth, accuracy, completeness or otherwise. BUYER will rely solely upon its independent examination and assessment of such materials and SELLER will not have any liability to BUYER resulting from use of such materials.

23. Confidentiality. Each of the parties may disclose the substance or any relevant details of this Agreement to any of its attorneys identified herein or other third parties, including, but not limited to its accountants, engineers, surveyors, appraisers, professional consultants, potential or actual lenders, potential or actual investors, potential or actual assignees, as the case may be, each of which shall be required by each party to execute an agreement having confidentiality and non-disclosure provisions substantially similar to those in the NDA prior to any disclosure of business terms to said third party by either party. Neither party shall issue a press release to the public with respect to the entry into this Agreement or the Settlement of the transaction contemplated hereby (if such Settlement shall occur) without the previous written consent of the other party, except as may be required by applicable law or by obligations pursuant to any listing agreement with any national securities exchange or as may be requested by a governmental entity. A Current Report on Form 8-K required to be filed by a party with the United States Securities and Exchange Commission with respect to the entry into this Agreement or the Settlement shall not be considered a press release governed by this Section 23.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date(s) set forth below.

BUYER: SOUTHERN PINE PLANTATIONS OF GEORGIA, INC., a Georgia corporation |  |  | SELLER: CKX LANDS, INC., a Louisiana corporation |
By: | /s/ Al Bayme |  | By: | /s/ W. Gray Stream |
| Name: Al Bayme Title: Secretary |  |  | Name: W. Gray Stream Title: President |
Date of Execution: August 14, 2025 |  | Date of Execution: August 14, 2025 |

ESCROW AGENT:

ADAMS, HEMINGWAY, WILSON AND RUTLEDGE, LLC

By: /s/ Ross S. Schell

Name: Ross S. Schell

Title:

Date of execution: August 14, 2025

EXHIBIT “A”

Map/Legal Descriptions of the Land (Overview and Stand Maps attached hereto)

7,014 acres of land located in Allen, Beauregard, Calcasieu, Cameron, Jefferson-Davis,

Natchitoches, Rapides, Sabine, Parishes, Louisiana

EXHIBIT “B”

Waivers and Releases

Except as otherwise set forth in the Agreement for Purchase and Sale between Seller and Buyer (the “Agreement”) and/or as contained in the Act of Sale for the Property from Seller to Buyer, this sale is made and will be made without representation, covenant, or warranty (whether express, implied, or, to the extent permitted by applicable law) by Seller. As a part of the consideration for this Agreement, Buyer agrees to accept the Property on an “AS-IS” and “WHERE-IS” “WITH ALL FAULTS, LIABILITIES, AND DEFECTS, LATENT OR OTHERWISE, KNOWN AND UNKNOWN,” in its present state and condition as of the date hereof, with no rights of recourse against Seller (or any related or affiliated party) for same. Buyer acknowledges that the AS-IS nature of the transaction and the other terms and conditions described in this Agreement have been taken into account in the establishment of the Purchase Price. Buyer further acknowledges that neither the Seller, nor anyone acting or claiming to act for or on behalf of the Seller, has made any representations, warranties, promises or statements to Buyer concerning the Property except as set forth in the Agreement. Buyer further acknowledges and agrees that Buyer will be acquiring the Property based solely upon and in reliance on its own inspections, analyses, and conclusions. Without limiting the scope or generality of the foregoing, and subject to the same limitations stated above, (i) Buyer expressly assumes the risk that the Property may not now or in the future comply with any applicable laws now or hereafter in effect; and (ii) Buyer acknowledges that neither Seller nor anyone acting on Seller’s behalf has made, and Seller is unwilling to make, any representation or warranty whatsoever with respect to the physical nature or construction of the Improvements or any other part of the Property or that the Improvements have been constructed in accordance with normal industry construction practices or standards of workmanship or that the Improvements have been constructed in accordance with the plans and specifications or any applicable codes, and no warranty or representation whatsoever is made with respect to the materials or products used in connection with the Property or incorporated into the Improvements.

Buyer further acknowledges and agrees that any written disclosures given by the Seller are given for that purpose only, and that they do not constitute representations or warranties that the adverse conditions so disclosed to Buyer are the only adverse conditions that may exist at or otherwise affect the Property and, without limiting the scope or generality of this paragraph, Buyer expressly assumes the risk that adverse physical, environmental, financial, and legal conditions may not be revealed by Buyer’s inspection and evaluation of the Property or any other material matters.

Buyer hereby fully and forever waives, and Seller hereby fully and forever disclaims, all warranties and representations not expressly set forth herein or in the Agreement, of whatever type or kind with respect to the Property, whether express, implied or otherwise including, without limitation, those relating to fitness for a particular purpose, tenantability, habitability or use.

BUYER HEREBY RELEASES SELLER AND (AS THE CASE MAY BE) SELLER’S OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, TRUSTEES, PARTNERS, EMPLOYEES, MANAGERS AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND DISBURSEMENTS WHETHER THE SUIT IS INSTITUTED OR NOT) OF ANY AND EVERY KIND OR CHARACTER, WHETHER KNOWN OR UNKNOWN, LIQUIDATED OR CONTINGENT (HEREINAFTER COLLECTIVELY CALLED THE “CLAIMS”) ARISING FROM OR RELATING TO (i) ANY DEFECTS (PATENT OR LATENT), ERRORS OR OMISSIONS IN THE DESIGN OR CONSTRUCTION OF THE PROPERTY WHETHER THE SAME ARE THE RESULT OF NEGLIGENCE OR OTHERWISE (ii) ANY PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL LAWS, WHETHER FEDERAL OR STATE, ALL AS FURTHER DESCRIBED IN THE FOLLOWING SENTENCE) OR ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, OR (iii) ANY OTHER CONDITIONS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL AND OTHER PHYSICAL CONDITIONS, AFFECTING THE PROPERTY. THE RELEASE SET FORTH IN THIS SECTION SPECIFICALLY INCLUDES, WITHOUT LIMITATION, ANY CLAIMS UNDER ANY AND ALL ENVIRONMENTAL LAWS OF THE UNITED STATES, OF THE STATE IN WHICH THE PREMISES IS LOCATED (INCLUDING BUT NOT LIMITED TO ALL OBLIGATIONS AND DUTIES OF MINERAL SERVITUDE OWNERS UNDER LOUISIANA LAW, INCLUDING PURSUANT TO LA. REV. STAT. TITLE 31:1 ET SEQ.), OR OF ANY POLITICAL SUBDIVISION THEREOF, AND THIS RELEASE SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY COMPLAINT, ACTION, NOTICE, ORDER, CLAIM, INVESTIGATION, JUDICIAL OR ADMINISTRATIVE PROCEEDING OR ACTION, OR OTHER SIMILAR CLAIMS OR COMMUNICATIONS FROM ANY PERSON OR PARTY INVOLVING OR ALLEGING ANY NON-COMPLIANCE WITH ANY ENVIRONMENTAL LAWS, ANY AND ALL APPLICABLE FEDERAL, STATE OR LOCAL LAWS, STATUTES, ORDINANCES, RULES, REGULATIONS, ORDERS, PRINCIPLES OF COMMON LAW, JUDGMENTS, PERMITS, LICENSES OR DETERMINATIONS OF ANY JUDICIAL OR REGULATORY AUTHORITY, NOW OR HEREAFTER IN EFFECT, IMPOSING LIABILITY, ESTABLISHING STANDARDS OF CONDUCT OR OTHERWISE RELATING TO PROTECTION OF THE ENVIRONMENT (INCLUDING NATURAL RESOURCES, SURFACE WATER, GROUNDWATER, SOILS, AND INDOOR AND AMBIENT AIR), HEALTH AND SAFETY, LAND USE MATTERS OR THE PRESENCE, GENERATION, TREATMENT, STORAGE, DISPOSAL, RELEASE OR THREATENED RELEASE, TRANSPORT OR HANDLING OF ANY HAZARDOUS MATERIAL), OR UNDER THE AMERICANS WITH DISABILITIES ACT OF 1990, AS ANY OF THOSE LAWS MAY BE AMENDED FROM TIME TO TIME AND ANY REGULATIONS, ORDERS, RULES OF PROCEDURES OR GUIDELINES PROMULGATED IN CONNECTION WITH SUCH LAWS, REGARDLESS OF WHETHER THEY ARE IN EXISTENCE ON THE EFFECTIVE DATE. BUYER ACKNOWLEDGES THAT BUYER HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF BUYER’S SELECTION AND BUYER IS GRANTING THIS RELEASE OF ITS OWN VOLITION AND AFTER CONSULTATION WITH BUYER’S COUNSEL. IN ADDITION, BUYER RELEASES SELLER FROM ANY AND ALL LIABILITY AND OBLIGATIONS WITH RESPECT TO ANY VOLUNTARY REMEDIATION PLAN OR COURT-ORDERED REMEDIATION PLAN INVOLVING THE PROPERTY.

SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES, AND BUYER SHALL RELEASE SELLER OF ANY LIABILITY FOR REDHIBITORY OR LATENT DEFECTS OR VICES UNDER LOUISIANA CIVIL CODE ARTICLES 2520 THROUGH 2548. BUYER SHALL WAIVE THE WARRANTY OF FITNESS FOR INTENDED PURPOSE AND GUARANTEE AGAINST HIDDEN OR LATENT REDHIBITORY VICES UNDER LOUISIANA LAW, INCLUDING LOUISIANA CIVIL CODE ARTICLES 2520 THROUGH 2548, AND THAT WARRANTY IMPOSED BY LOUISIANA CIVIL CODE ARTICLE 2475 AND SHALL WAIVE ALL RIGHTS IN REDHIBITION PURSUANT TO LOUISIANA CIVIL CODE ARTICLE 2520. BUYER FURTHER ACKNOWLEDGES AND DECLARES THAT THE FOREGOING WAIVERS HAVE BEEN BROUGHT TO THE ATTENTION OF BUYER AND EXPLAINED IN DETAIL TO IT AND THAT BUYER HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO THE FOREGOING WAIVER.

NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS EXHIBIT “B” SHALL NOT APPLY TO EXPRESS WARRANTIES OR REPRESENTATIONS OF SELLER AS SET FORTH IN THIS AGREEMENT.

________ Initials of Authorized Signatory of Buyer

EXHIBIT “C”

Form of Access Affidavit

STATE OF LOUISIANA

PARISH OF ___________

AFFIDAVIT

BEFORE ME, the undersigned Notary Public in and for the State of Louisiana, personally appeared Laine Fontenot, who being known to me and being first duly sworn, deposes and says that, based on information and belief:

| 1. | He is the forest manager for CKX Lands, Inc. (“Seller”) for all of Seller’s wholly-owned properties (“Manager”) and is authorized to make this Affidavit.

| 2. | Seller owns that certain real property located in [____________] Parish of the State of Louisiana, depicted on the map attached hereto as EXHIBIT “A” (the “Property”).

| 3. | Manager is personally familiar with the Property and its use.

| 4. | Manager has been the forest manager of the Property for Owner since [______________].

| 5. | During Manager’s management of the Property, he has been able to functionally work on the Property, by obtaining permission from neighboring property owners for access to their lands through the practical or historical access shown on EXHIBIT “A”.

| Name: Laine Fontenot |

SWORN TO AND SUBSCRIBED BEFORE ME this ______ day of ______________, 2025.

[AFFIX SEAL] | Print Name: Notary Public, State of Louisiana My Commission Expires: |