Plaintiff's Original Petition (3523745.3)

Filed 4/5/2024 5:43 PM
Kim Wells
Combination Clerk
San Saba County, Texas
Reviewed By: San Saba Clerk
10,435
CAUSE NO. __________________ 4/9/2024 2:59:42 pm
FLYING J INTERESTS, LP, § IN THE DISTRICT COURT

§
Plaintiff, §
§
v. § 33rd/424th JUDICIAL DISTRICT
§
WILLIAM RUTH and SRK RANCH, §
LLC, §
§
Defendants. § SAN SABA COUNTY, TEXAS
PLAINTIFF’S ORIGINAL PETITION
TO THE HONORABLE JUDGE OF SAID COURT:
COMES NOW Plaintiff Flying J Interests, LP, and files its Original Petition (the
“Petition”) against William W. Ruth for his fraudulent misrepresentations and malicious
interference with Plaintiff’s contract for real property. 1 In support thereof, Plaintiff would
respectfully show the Court as follows:
I. INTRODUCTION
1. On July 9, 2021, Flying J Interests, LP (“Plaintiff” or “Flying J”) entered into a
contract with SRK Ranch, LLC (“SRK”) for the sale of real property (the “Contract”) located in
San Saba County, Texas: specifically, 184.5 acres out of the J CALLISON SURVEY, ABST 1796
and the GERMAN EMIGRATION CO SURVEY, ABST 436 in San Saba County, Texas (the
“Property”). Ex. A. 2 The Contract provided for a cash sales price of $922,500.00 in exchange for
the Property. Id., ¶ 5. The Contract also disclosed a right of first refusal purportedly held by William
W. Ruth (“Ruth”). 3 Id., ¶ 11.
1
Plaintiff has also filed suited against Defendant SRK Ranch, LLC because Plaintiff is seeking a declaratory judgment
on a certain contract that SRK has an interest in that would be affected by the declarations.
2
A true and correct copy of the Contract is attached hereto as Exhibit A.
3
There are allegations that the current right of first refusal purportedly held by Ruth was obtained through fraud or
duress, and that Ruth used his status as a (formerly in good standing) attorney to threaten litigation and coerce SRK
FLYING J INTERESTS, LP’S ORIGINAL PETITION PAGE 1 OF 12
Copy from re:SearchTX

2. Ruth was given notice of the Contract and his alleged right of first refusal to
purchase the Property; however, Ruth failed to exercise any such right. Instead, on August 4, 2021,
Ruth filed a groundless lawsuit against SRK, wherein Ruth, conveniently, alleged that he had a
right to purchase the Property at better terms than those contained in the Contract. 4 Significantly,
Ruth’s specious lawsuit encumbered title to the Property and prevented Plaintiff and SRK from
closing, as originally agreed, on August 19, 2021.
3. Plaintiff and SRK, in the hopes that Ruth’s futile allegations would be disposed of,
agreed to extend the closing date multiple times. Ultimately, Plaintiff and SRK amended the
Contract twice (the “Amendments”) and changed the closing date, for the last time, to August 1,
2022. Ex. B; 5 Ex. C. 6 However, Plaintiff and SRK were again unable to close on April 11, 2022,
and then unable to close, for the third time, on August 1, 2022, because Ruth has maintained his
claims against SRK (thereby still encumbering the Property) despite no evidence existing to
support Ruth’s claims. Simply put, Ruth has abused his status as an attorney—although, currently,
a suspended attorney—to interfere with the Contract and the Amendments.
4. Thus, based on Ruth’s aforementioned misconduct, Plaintiff has been forced to
bring this instant action to protect its rights.
II. DISCOVERY CONTROL PLAN
5. Plaintiff intends that discovery be conducted under a Level 3 Discovery Control
Plan, as provided by Rule 190.4 of the Texas Rules of Civil Procedure.
into providing the current right of first refusal that is at issue.

4
The other party to the contract, SRK, has alleged that Ruth unilaterally modified material terms contained within this
contract, which thereby resulted in a counteroffer that SRK did not accept. Accordingly, no contract was ever formed
between SRK and Ruth.
5
A true and correct copy of the April 11, 2022, Amendment (the “first Amendment”) is attached hereto as Exhibit B.
6
A true and correct copy of the August 1, 2022, Amendment (the “second Amendment”) is attached hereto as Exhibit
C.

III. PARTIES
6. Flying J Interests, LP is a Texas limited partnership duly authorized to do business
in the State of Texas. Flying J may be served through its undersigned counsel.
7. William W. Ruth (“Ruth”) is an individual who is a Texas resident. The last three
numbers of Ruth’s Texas Driver’s License are 829, and the last three numbers of Ruth’s Social
Security Number are 121. Upon information and belief, Ruth can be served at his residence located
at 106 Settlement Drive Off N. Cherry Street, Fredericksburg, Texas 78624. Plaintiff requests
that citation be issued at this time.
8. SRK Ranch, LLC is a Louisiana limited liability company authorized to do business
in Texas. SRK can be served through its registered agent: Cogency Global Inc., 1601 Elm Street,
Suite 4360, Dallas, Texas 75201. Plaintiff requests that citation be issued at this time.
IV. JURISDICTION & VENUE
9. This Court has jurisdiction over the subject matter of this lawsuit because the
amount in controversy is within the Court’s jurisdictional limits. Plaintiff currently seeks monetary
relief over $250,000, but not more than $1,000,000. This Court also has jurisdiction over Ruth
because he is a Texas resident. This Court also has jurisdiction over SRK because it purposefully
availed itself of the privilege of conducting activities in Texas and established minimum sufficient
contacts to confer jurisdiction over SRK. Specifically, SRK had continuous and sufficient contacts
in Texas to establish jurisdiction over SRK, including pursuant to Texas Civil Practice and
Remedies Code § 17.042 because SRK entered into contracts with Texas residents, Plaintiff and
Ruth, respectively, that were to be performed in Texas.
10. Venue is proper in San Saba County, Texas, under Texas Civil Practice and
Remedies Code § 15.002(a)(1), because all or a substantial part of the events or omissions giving

rise to Plaintiffs’ claims occurred in San Saba County, Texas. Moreover, venue is proper in San
Saba County, Texas, under Texas Civil Practice and Remedies Code § 15.035, because the parties
contracted to perform specific obligations in San Saba County, Texas.
V. BACKGROUND
11. On or about February 26, 2006, Ruth (and non-party James Albert Crow) allegedly
entered into a Land Use Agreement & Covenant (the “Agreement”) with SRK. 7 Pursuant to the
Agreement, Ruth was granted a right of first refusal in certain land, which included the Property
at issue in this action.
12. The pertinent terms of the Agreement are simple: (1) If SRK receives a bona fide
offer to purchase property subject to the right of first refusal (including the Property) from a third
party, and SRK is willing to accept the third-party offer, SRK must first offer in writing to sell such
property (including the Property) to the holder of the right of first refusal on the same terms and
conditions as the third-party offer; (2) The holder of the right of first refusal shall notify SRK in
writing whether he elects to purchase the property subject to the third-party offer on the same terms
and conditions within thirty days after receiving written notice of the third-party offer from SRK;
and, most notably, (3) If a party fails or is unable to timely exercise its right hereunder (i.e., the
right of first refusal), then such right of first refusal shall lapse, time being of the essence with
respect to the exercise thereof, and SRK may accept the third party offer.
13. So, simply put, if SRK receives an offer from a third-party (i.e., Plaintiff), Ruth has
thirty days to purchase the Property under the same terms as the offer, or the right of first refusal
automatically terminates.
7
As noted above, there are allegations that Ruth fraudulently induced SRK into providing Ruth with this right of first
refusal. Specifically, SRK has alleged that Ruth misrepresented to SRK that he had an enforceable right of first refusal
and would file suit to enforce that (now believed to be fictitious) right of first refusal unless SRK executed the
Agreement and gave a new right of first refusal.

14. On June 5, 2021, Ruth was first informed about Plaintiff’s interest in, and potential
purchase of, the Property. Thereafter, on July 9, 2021, Plaintiff and SRK entered into the Contract,
whereby Plaintiff agreed to purchase the Property from SRK. Ex. A. Although the Contract did
recognize the alleged right of first refusal held by Ruth, as noted above, the right of first refusal
was expressly limited to 30 days after Ruth was presented with the Contract. Id., ¶ 11. On July 12,
2021, counsel for SRK presented Ruth with the Contract; accordingly, Ruth was required to
exercise the right of first refusal by August 11, 2021 (notwithstanding that Ruth had prior notice
of the potential purchase of the Property as of June 5, 2021). Yet Ruth failed to do so.
15. Ruth, instead of appropriately exercising his right of first refusal—which therefore
resulted in the automatic termination of the right of first refusal—misused his training and
experience as an attorney to file suit against SRK in a blatant attempt to scare SRK into providing
better purchasing terms to Ruth. Notably, Ruth did so because he was unable to close under the
terms presented in the Contract (and as required by the right of first refusal). Put differently, Ruth
abused his status as an attorney to prevent SRK from closing with Plaintiff on the bona-fide offer
contained in the Contract.
16. After Ruth filed his specious lawsuit against SRK, thereby clouding title to the
Property, Plaintiff and SRK agreed to extend the closing date on the Property, first to April 11,
2022, and then, subsequently, to August 1, 2022. Exs. B, C. Plaintiff and SRK were hopeful that
Ruth would withdraw his lawsuit but, unfortunately, Ruth has persisted in bringing his unfounded
claims against SRK. Thus, Plaintiff was unable to close on either April 11, 2022, or August 1,
2022, because of the encumbrances to the title of the Property.
17. Accordingly, Ruth has intentionally interfered with the Contract—based on a right
of first refusal procured by fraud—and harmed Plaintiff by preventing it from obtaining the

Property as Plaintiff was rightfully entitled to.
VI. CAUSES OF ACTION
A. Count One: Tortious Interference with Existing Contract (Against Ruth)
18. Plaintiff incorporates by reference the factual allegations set forth in the paragraphs
above and hereafter as if stated verbatim herein.
19. As noted above, Plaintiff and SRK had multiple contracts: the Contract and the
Amendments. Exs. A–C. Importantly, Ruth received a copy of the Contract in July 2021. The
Contract provided that Plaintiff would purchase the Property for $922,500.00. Ex. A, ¶ 5. Although
the original closing date was set for August 19, 2022, SRK and Plaintiff agreed to extend the
closing date. Specifically, the first Amendment to the Contract was executed in March 2022, and
the first Amendment extended the closing date of the Contract to April 11, 2022. Ex. B; see Ex. A,
¶ 9. Thereafter, the second Amendment to the Contract was executed on June 29, 2022, and the
second Amendment extended the closing date of the Contract to August 1, 2022. Ex. C; see Ex. A,
¶ 9. The Contract also referenced Ruth’s fraudulently procured right of first refusal. Ex. A, ¶ 11.
20. Ruth was not a party to the Contract—nor the Amendments—but was aware of
them and still willfully and intentionally interfered with both. See Exs. A–C. Specifically, Ruth (1)
induced SRK to breach the Contract by preventing SRK from closing under the Contract or
providing clear title to the Property (as was required by the Contract); (2) alternatively, hindered
the performance of the Contract by preventing SRK from closing and making SRK’s ability to
provide clear title to the Property, as was required by the Contract, more difficult, burdensome,
and expensive; and (3) hindered the performed of the Contract by preventing SRK from delivering
the Property to Plaintiff at closing. Worse yet, Ruth knew that he had no legitimate basis to interfere
with either the Contract or the Amendments because he was unable to perform as required by the

right of first refusal. Put differently, Ruth knew he could not match the terms provided in the
Contract. So, Ruth decided to misrepresent his ability to enforce the right of first refusal and instead
fabricated a prior understanding that permitted Ruth to, conveniently, purchase the Property at
more beneficial terms than those contained within the Contract. And, perhaps worst of all, Ruth
knew that he had fraudulently procured the right of first refusal and, therefore, also knew that he
did not have any enforceable right to interfere with the Contract.
21. Ruth’s intentional, willful, and malicious interference with the Contract and the
Amendments—which was done solely to spite Plaintiff because Ruth was unable to match the
terms contained within the Contract—proximately caused injury to Plaintiff because it was unable
to obtain ownership of the Property. Accordingly, Plaintiff has been injured by Ruth’s tortious
interference and is entitled to actual damages associated with Ruth’s rampant misconduct,
including Plaintiff’s expectation interest and reliance interest. Plaintiff is also entitled to exemplary
damages, pursuant to Texas Civil Practice and Remedies Code § 41.003, because Plaintiff’s harm
resulted from Ruth’s malice, fraud, or gross negligence.
B. Count Two: Fraud (Against Ruth)
23. Under the Contract (and the Amendments), Plaintiff was unable to close on the
Property because of a right of first refusal Ruth had allegedly procured from SRK. However, upon
information and belief, Ruth fraudulently procured the right of first refusal from SRK because
Ruth misrepresented material facts to SRK and induced SRK into providing Ruth with the right of
first refusal. Ruth also intended that such misrepresentations be repeated to Plaintiff, which they
were by virtue of the Contract. Ex. A, ¶ 11. Ruth’s fraudulent misrepresentations were material

because they were contained within the Contract (Ex. A, ¶ 11) and prevented the Contract (and the
Amendments) from being consummated. Thus, Ruth’s misrepresentation constituted a material
term that delayed the performance of the Contract.
24. Moreover, Ruth knew that the right of first refusal had been fraudulently procured
(and, therefore, was a false misrepresentation in and of itself); knew that it was false when he
originally obtained it; and knew that it was false when the representation was made to Plaintiff.
See Ex. A, ¶ 11. Not only did Ruth intend for Plaintiff to rely on such a misrepresentation—because
it prevented Plaintiff from closing on the Property—but Ruth necessarily intended that all third
parties offering to purchase the Property rely on the misrepresentations because it would prevent
the sale of the Property without Ruth getting the first bite at the apple. Notably, Ruth was aware
that Plaintiff relied on the misrepresentation because Plaintiff delayed closing on the Property until
Ruth was to exercise his purported right of first refusal. Plaintiff’s delay in closing on the Property
resulted in injury and corresponding damages to Plaintiff, including because it was unable to obtain
ownership of the Property.
25. Ruth’s misconduct was willful and intentional, constituting malice, actual fraud, or
gross negligence. Thus, Plaintiff is entitled to actual damages, including out-of-pocket damages
and benefit-of-the-bargain damages, and exemplary damages under Texas Civil Practice and
Remedies Code § 41.003, based Ruth’s unconscionable, deceitful, and fraudulent conduct.
C. Count Three: Fraud by Nondisclosure (Against Ruth)
27. As noted above, Ruth concealed that he had fraudulently obtained the right of first
refusal and that, because of his fraudulent inducement, he did not possess a valid and enforceable

right of first refusal. Significantly, Ruth had a duty to disclose such material facts to Plaintiff
because (1) Ruth, by virtue of the right of first refusal language contained within the Contract,
knew that a representation was made that created a substantially false impression; and (2) Ruth,
by virtue of the Agreement, had already voluntarily disclosed some information regarding his
purported right of first refusal. See Ex. A, ¶ 11. Thus, Ruth possessed a duty to correct and disclose
that such a misrepresentation was false. Yet Ruth failed to do so. And there is no doubt that such
concealed facts were material because they were contained within the Contract and prevented
Plaintiff from closing on the Property.
28. Ruth also knew that Plaintiff was ignorant of those concealed, material facts and
would not have had an equal opportunity to discover same because the fraud—stemming from the
original negotiations surrounding the right of first refusal—occurred before Plaintiff was involved.
Of course, Ruth intended for Plaintiff (just as Ruth intended for all third parties) to rely on such a
misrepresentation because it prevented Plaintiff from closing on the Property until Ruth had a
chance to exercise his “right of first refusal.” And Plaintiff did rely on Ruth’s material
misrepresentation, as demonstrated by the Contract and Plaintiff’s delay in closing on the Property,
which resulted in injury to Plaintiff, including because it was unable to obtain ownership of the
Property.
29. Ruth’s misconduct was willful and intentional, constituting malice, actual fraud, or
gross negligence. Thus, Plaintiff is entitled to actual damages, including out-of-pocket damages
and benefit-of-the-bargain damages, and exemplary damages under Texas Civil Practice and
Remedies Code § 41.003, based Ruth’s unconscionable, deceitful, and fraudulent conduct.
D. Declaratory Judgment (Against Ruth and SRK)

31. In light of Ruth’s rampant fraudulent misconduct and tortious interference, Plaintiff
has been forced to institute this action to protect itself and—what should be—its Property. And
because the alleged right of first refusal was subsumed within Plaintiff’s Contract, Plaintiff has a
vested interest the validity (or lack thereof) of the Agreement and Ruth’s purported rights under
same. Therefore, Plaintiff seeks a declaration of the following:
a. That Ruth, pursuant to the Agreement, failed to appropriately exercise his purported
right of first refusal;
b. That Ruth’s failure to appropriately exercise his purported right of first refusal
resulted in said right lapsing or automatically terminating; and
c. That Ruth no longer possesses a valid and enforceable right of first refusal with
respect to the Property.
32. Plaintiff seeks and is entitled to recover its reasonable and necessary attorneys’ fees
from and against Defendants in pursuing this Declaratory Judgment action.
VII. CONDITIONS PRECEDENT
33. All conditions precedent for Plaintiff’s claims have occurred, passed, or been
fulfilled.
VIII. DISCOVERY RULE
34. Plaintiff did not discover, nor could it have discovered by the exercise of reasonable
diligence, the existence of its causes of action against Defendants prior to any applicable statute of
limitations.
IX. ATTORNEYS’ FEES
35. Plaintiff reasserts and incorporates by reference the allegations set forth above.
Plaintiff has retained Donald E. Godwin, and the law firm of GODWIN BOWMAN PC to
represent it in this action and have agreed to pay the firm reasonable and necessary attorneys’ fees.

Plaintiff seeks recovery of its reasonable and necessary attorneys’ fees, expenses, and costs, as
authorized pursuant to Texas Civil Practice & Remedies Code § 37.009.
X. PRAYER
WHEREFORE, PREMISES CONSIDERED, Plaintiff Flying J Interests, LP
respectfully requests that this Court enter judgment against Defendants William W. Ruth and SRK
Ranch, LLC that includes:
a. Actual and consequential damages, including any expectation interest and

reliance interest, out-of-pocket costs, and benefit-of-the-bargain damages;
b. Exemplary damages;
c. Declaratory relief, as set forth in this Petition;
d. Pre- and post-judgment interest;
e. Reasonable and necessary attorneys’ fees;
f. Costs; and
g. All other such relief to which Plaintiff may be entitled, whether at law or in
equity.

Respectfully submitted,
GODWIN | BOWMAN PC
Donald E. Godwin
State Bar No. 08056500
DGodwin@GodwinBowman.com
Logan C. Miller
LMiller@GodwinBowman.com
Benjamin A. Noskin
BNoskin@GodwinBowman.com
500 N. Akard Street, Suite 1100

Dallas, Texas 75201
Ph: 214.939.4412
Fax: 214.527.3112
ATTORNEYS FOR PLAINTIFF

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~
TREC
PROMULGATED BY THE TEXAS REAL ESTATE COMMISSION (TREC)
FARM AND RANCH CONTRACT A
1. PARTIES: The parties to this contract are SRK Ranch LLC
(Seller) and Flying J Interests, LP, a Texas Limited Partnership (Buyer). Seller agrees to
sell and convey to Buyer and Buyer agrees to buy from Seller the Property defined below.
2. PROPERTY: The land, improvements, accessories and crops except for the exclusions and
reservations, are collectively referred to as the Property (Property).
A. LAND: The land situated in the County of San Saba , Texas,
described as follows: 184.5 acres out of the J CALLISON SURVEY, ABST 1796 and the GERMAN
EMIGRATION CO SURVEY, ABST 436. See attached survey and field notes for Exhibit "A".
or as described on attached exhibit, also known as 184.5 acres San Saba County, 1
(address/zip code), together with all rights, privileges, and appurtenances pertaining thereto,
including but not limited to: water rights, claims, permits, strips and gores, easements, and
cooperative or association memberships.
B. IMPROVEMENTS:
(1) FARM and RANCH IMPROVEMENTS: The following permanently installed and built-in items,
if any: windmills, tanks, barns, pens, fences, gates, sheds, outbuildings, and corrals.
(2) RESIDENTIAL IMPROVEMENTS: The house, garage, and all other fixtures and improvements
attached to the above-described real property, including without limitation, the following
permanently installed and built-in items, if any: all equipment and appliances,
valances, screens, shutters, awnings, wall-to-wall carpeting, mirrors, ceiling fans , attic fans,
mail boxes, television antennas, mounts and brackets for televisions and speakers, heating
and air-conditioning units, security and fire detection equipment, wiring, plumbing and
lighting fixtures, chandeliers, water softener system, kitchen equipment, garage door
openers, cleaning equipment, shrubbery, landscaping, outdoor cooking equipment, and all
other property attached to the above described real property.
C. ACCESSORIES:
(1) FARM AND RANCH ACCESSORIES: The following described related accessories: (check boxes
of conveyed accessories) D portable buildings D hunting blinds D game feeders
D livestock feeders and troughs Oirrigation equipment D fuel tanks D submersible
pumps D pressure tanks D corrals ~ gates D chutes D other:
(2) RESIDENTIAL ACCESSORIES: The following described related accessories, 1f any: window air
conditioning units, stove, fireplace screens, curtains and rods, blinds, window shades,
draperies and rods, door keys, mailbox keys, above ground pool, swimming pool equipment
and maintenance accessories, artificial fireplace logs, security systems that are not fixtures,
and controls for: (i) garage doors, (ii) entry gates, and (iii) other improvements and
accessories. "Controls" includes Seller's transferable rights to the (i) software and
applications used to access and control improvements or accessories, and (ii) hardware used
solely to control improvements or accessories.
D. CROPS: Unless otherwise agreed in writing, Seller has the right to harvest all growing crops
until delivery of possession of the Property.
E. EXCLUSIONS: The following improvements, accessories, and crops will be retained by Seller
and must be removed prior to delivery of possession: "--'
n-=-o"""'ne
-=---- - - - - - - - - - - - - - - -
F. RESERVATIONS: Any reservation for 0 11, gas, or other minerals, water, timber, or other interests
is made in accordance with an attached addendum.
3. SALES PRICE:
A. Cash portion of Sales Price payable by Buyer at closing . . . . . . . . . . . . . . . . $ _ _ __ _ __,,9""2""'2' -"5""'0~0-c,,:0.,e.0
B. Sum of all financing described in the attached: D Third Party Financing Addendum,
D Loan Assumption Addendum, D Seller Financing Addendum. . . . . . . . . . $ _ _ _ __ _ _ _ __
C. Sales Price (Sum of A and ~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 922,500.00
D. The Sales Price Owill ~will not be adjusted based on the survey required by Paragraph 6C.
If the Sales Price is adjusted, the Sales Price will be calculated on the basis of $ - - - - - - , - - - - -
per acre. If the Sales Price is adjusted by more than 10%, either party may terminate this
contract by providing written notice to the other party within _ _ __ _ _ _ _ _ _ days after the
terminating party receives the survey. If neither party terminates this contract or if the
variance is 10% or less, the adjustment will be made to the amount in D 3A D 38
D proportionately to 3A and 38.
4. LEASES Except as disclosed in this contract, Seller is not aware of any leases affecting
the Property. After the Effective Date, Seller may not, without Buyer's written consent, create a
new lease, amend any existing lease, or convey any interest in the Property. (Check all applicable
boxes)
D A. RESIDENTIAL LEASES: The Property is subject to one or more residential leases and the
Addendum Regarding Residential Leases is attached to this contract.
D B. FIXTURE LEASES: Fixtures on the Property are subject to one or more fixture leases (for
example, solar panels, propane tanks, water softener, security system) and the Addendum
Regarding Fixture Leases is attached to this contract.
D C. NATURAL RESOURCE LEASES: "Natural Resource Lease" means an existing oil and gas, mineral,
water, wind, or other natural resource lease affecting the Property to which Seller is a party.
Initialed for identification by Buyer ~ and Seller ~ TREC NO. 25-1 3
Tens Ranch Brokers LLC, P.O. Box 1338 Burnet TX 78611 07/08121 Ol!0912 1 Phone: 5127567718 Fax: Hal-SRK 184
Mike Bncon Drew Colvin Produced wilh Lone Will'PM!ijliactions (zipForm Edition)
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23~Jii~~l;r. Cambrtdge, Onlarto, Canada NH 1J5 www.lwolf.com

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Contract Concerning --------~18~4~.5"-'a,,.,c<.!,r,e:es:<...S,,,,a,,.,n.!..:S,,,,a,e.,b""a"-'C,,,.,o"'u,.,.,n""tyL-_ _ _ _ _ _ _ _ Page 2 of 11 11-10-2020

(Address of Property)
□ (1) Seller has delivered to Buyer a copy of all the Natural Resource Leases.
□ (2) Seller has not delivered to Buyer a copy of all the Natural Resource Leases. Seller shall
provide to Buyer a copy of all the Natural Resource Leases within 3 days after the Effective
Date. Buyer may terminate the contract within ___ days after the date the Buyer
receives all the Natural Resource Leases and the earnest money shall be refunded to Buyer.
5. EARNEST MONEY AND TERMINATION OPTION:

A. DELIVERY OF EARNEST MONEY AND OPTION FEE: Within 3 days after the Effective Date, Buyer
must deliver to Independence Title Company , as escrow agent, at
703 S Western Ave, Lampasas, TX 76550 (address): $ _ _ _ _ _ _ _ as earnest
money and $ _ _ _ _______ as the Option Fee. The earnest money and Option Fee shall
be made payable to escrow agent and may be paid separately or combined in a single payment.
(1) Buyer shall deliver additional earnest money of $NA to escrow agent within
_ __ days after the Effective Date of this contract.
(2) If the last day to deliver the earnest money, Option Fee, or the additional earnest money
falls on a Saturday, Sunday, or legal holiday, the time to deliver the earnest money, Option
Fee, or the additional earnest money, as applicable, is extended until the end of the next day
that is not a Saturday, Sunday, or legal holiday.
(3) The amount(s) escrow agent receives under this paragraph shall be applied first to the
Option Fee, then to the earnest money, and then to the additional earnest money.
(4) Buyer authorizes escrow agent to release and deliver the Option Fee to Seller at any time
without further notice to or consent from Buyer, and releases escrow agent from liability for
delivery of the Option Fee to Seller. The Option Fee will be credited to the Sales Price at
closing.
B. TERMINATION OPTION: For nominal consideration, the receipt of which Seller acknowledges,
and Buyer's agreement to pay the Option Fee within the time required, Seller grants Buyer the
unrestricted right to terminate this contract by giving notice of termination to Seller within
days after the Effective Date of this contract (Option Period). Notices under this
paragraph must be given by 5:00 p.m. (local time where the Property is located) by the date
specified. If Buyer gives notice of termination within the time prescribed: (i) the Option Fee will
not be refunded and escrow agent shall release any Option Fee remaining with escrow agent to
Seller; and (ii) any earnest money will be refunded to Buyer.
C. FAILURE TO TIMELY DELIVER EARNEST MONEY: If Buyer fails to deliver the earnest money
within the time required, Seller may terminate this contract or exercise Seller's remedies under
Paragraph 15, or both, by providing notice to Buyer before Buyer delivers the earnest money.
D. FAILURE TO TIMELY DELIVER OPTION FEE: If no dollar amount is stated as the Option Fee or if
Buyer fails to deliver the Option Fee within the time required, Buyer shall not have the
unrestricted right to terminate this contract under this Paragraph 5.
E. TIME: Time is of the essence for this paragraph and strict compliance with the time for
performance is required.
6. TITLE POLICY AND SURVEY:
A. TITLE POLICY: Seller shall furnish to Buyer at ~ Seller's D Buyer's expense an owner policy
of title insurance (Title Policy) issued by: Independence Title Company (Title Company)
in the amount of the Sales Price, dated at or after closing, insuring Buyer against loss under the
provisions of the Title Policy, subject to the promulgated exclusions (including existing building
and zoning ordinances) and the following exceptions:
(1) The standard printed exception for standby fees, taxes and assessments.
(2) Liens created as part of the financing described in Paragraph 3.
(3) Reservations or exceptions otherwise permitted by this contract or as may be approved by
Buyer in writing.
(4) The standard printed exception as to marital rights.
(5) The standard printed exception as to waters, tidelands, beaches, streams, and related
matters.
(6) The standard printed exception as to discrepancies, conflicts, shortages in area or boundary lines,
encroachments or protrusions, or overlapping improvements:
~ (i) will not be amended or deleted from the title policy; or
D (ii) will be amended to read, "shortages in area" at the expense of O Buyer □ Seller.
(7) The exception or exclusion regarding minerals approved by the Texas Department of
Insurance.
B. COMMITMENT: Within 20 days after the Title Company receives a copy of this contract, Seller
shall furnish to Buyer a commitment for title insurance (Commitment) and, at Buyer's expense,
legible copies of restrictive covenants and documents evidencing exceptions in the Commitment
(Exception Documents) other than the standard printed exceptions. Seller authorizes the Title
Company to deliver the Commitment and Exception Documents to Buyer at Buyer's address
shown in Paragraph 21. If the Commitment and Exception Documents are not delivered to
Buyer within the specified time, the time for delivery will be automatically extended up to 15
days or 3 days before the Closing Date, whichever is earlier. If the Commitment and Exception
Documents are not delivered within the time required, Buyer may terminate this contract and
the earnest money will be refunded to Buyer.
Initialed for identification by Buyer ~ and Seller ~ TREC NO. 25-13

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C. SURVEY: The survey must be made by a registered professional land surveyor acceptable to the
Title Company and Buyer's lender(s). (Check one box only):
0 (1) Within -----,__,,,.-days after the Effective Date of this contract, Seller shall furnish to Buyer and
Title Company Seller's existing survey of the Property and a Residential Real Property
Affidavit promulgated by the Texas Department of Insurance (T-47 Affidavit). If Seller fails to
furnish the existing survey or affidavit within the time prescribed, Buyer shall
obtain a new survey at Seller's expense no later than 3 days prior to Closing Date.
The existing survey Owill Owill not be recertified to a date subsequent to the Effective Date
of this contract at the expense of O Buyer O Seller. If the existing survey is not approved by
the Title Company or Buyer's lender(s), a new survey will be obtained at the expense of
0 Buyer O Seller no later than 3 days prior to Closing Date.
0 (2) Within _ _ _ _ _ days after the Effective Date of this contract, Buyer shall obtain a new survey
at Buyer's expense. Buyer is deemed to receive the survey on the date of actual receipt or
the date specified in this paragraph, whichever is earlier.
0 (3) Within _ _ _ _ _ days after the Effective Date of this contract, Seller, at Seller's expense shall
furnish a new survey to Buyer.
[xi (4) No survey is required.
D. OBJECTIONS: Buyer may object in writing to (i) defects, exceptions, or encumbrances to title
disclosed on the survey other than items 6A(1) through (5) above; or disclosed in the
Commitment other than items 6A(1) through (7) above; (ii) any portion of the Property lying in a
special flood hazard area (Zone V or A) as shown on the current Federal Emergency Management
Agency map; or (iii) any exceptions which prohibit the following use or activity: ~h=u=n=ti=ng_,~---
recreational livestock
Buyer must object the earlier of (i) the Closing Date or (ii) 7 days after Buyer receives the
Commitment, Exception Documents, and the survey. Buyer's failure to object within the time
allowed will constitute a waiver of Buyer's right to object; except that the requirements in
Schedule C of the Commitment are not waived by Buyer. Provided Seller is not obligated to incur
any expense, Seller shall cure any timely objections of Buyer or any third party lender within 15
days after Seller receives the objections (Cure Period) and the Closing Date will be extended as
necessary. If objections are not cured within the Cure Period, Buyer may, by delivering notice to
Seller within 5 days after the end of the Cure Period: (i) terminate this contract and the earnest
money will be refunded to Buyer; or (ii) waive the objections. If Buyer does not terminate within
the time required, Buyer shall be deemed to have waived the objections. If the Commitment or
Survey is revised or any new Exception Document(s) is delivered, Buyer may object to any new
matter revealed in the revised Commitment or Survey or new Exception Document(s) within the
same time stated in this paragraph to make objections beginning when the revised Commitment,
Survey, or Exception Document(s) is delivered to Buyer.
E. EXCEPTION DOCUMENTS: Prior to the execution of the contract, Seller has provided Buyer with
copies of the Exception Documents listed below or on the attached exhibit. Matters reflected in
the Exception Documents listed below or on the attached exhibit will be permitted exceptions in
the Title Policy and will not be a basis for objection to title:
Document Date Recording Reference
F. SURFACE LEASES: Prior to the execution of the contract, Seller has provided Buyer with copies of
written leases and given notice of oral leases (Leases) listed below or on the attached exhibit.
The following Leases will be permitted exceptions in the Title Policy and will not be a basis for
objection to title: =n~
o=ne~-----------------------------
G. TITLE NOTICES:
(1) ABSTRACT OR TITLE POLICY: Broker advises Buyer to have an abstract of title covering the
Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or
obtain a Title Policy. If a Title Policy is furnished, the Commitment should be promptly
reviewed by an attorney of Buyer's choice due to the time limitations on Buyer's right to
object.
(2) STATUTORY TAX DISTRICTS: If the Property is situated in a utility or other statutorily created
district providing water, sewer, drainage, or flood control facilities and services, Chapter 49,
Texas Water Code, requires SellE;ir to deliver and Buyer to sign the statutory notice relating to
the tax rate, bonded indebtedness, or standby fee of the district prior to final execution of this
contract.
(3) TIDE WATERS: If the Property abuts the tidally influenced waters of the state, §33.135,
Texas Natural Resources Code, requires a notice regarding coastal area property to be
included in the contract. An addendum containing the notice promulgated by TREC or
required by the parties must be used.
(4) ANNEXATION: If the Property is located outside the limits of a municipality, Seller notifies
Buyer under §5.011, Texas Property Code, that the Property may now or later be included in

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the extraterritorial jurisdiction of a municipality and may now or later be subject to
annexation by the municipality. Each municipality maintains a map that depicts its
boundaries and extraterritorial jurisdiction. To determine if the Property is located within a
municipality's extraterritorial jurisdiction or is likely to be located within a municipality's
extraterritorial jurisdiction, contact all municipalities located in the general proximity of the
Property for further information.
(5) PROPERTY LOCATED IN A CERTIFICATED SERVICE AREA OF A UTILITY SERVICE PROVIDER:
Notice required by §13.257, Water Code: The real property, described in Paragraph 2, that
you are about to purchase may be located in a certificated water or sewer service area,
which is authorized by law to provide water or sewer service to the properties in the
certificated area. If your property is located in a certificated area there may be special costs
or charges that you will be required to pay before you can receive water or sewer service.
There may be a period required to construct lines or other facilities necessary to provide
water or sewer service to your property. You are advised to determine if the property is in a
certificated area and contact the utility service provider to determine the cost that you will
be required to pay and the period, if any, that is required to provide water or sewer service
to your property. The undersigned Buyer hereby acknowledges receipt of the foregoing
notice at or before the execution of a binding contract for the purchase of the real property
described in Paragraph 2 or at closing of purchase of the real property.
(6) PUBLIC IMPROVEMENT DISTRICTS: If the Property is in a public improvement district,
§5.014, Property Code, requires Seller to notify Buyer as follows: As a purchaser of this
parcel of real property you are obligated to pay an assessment to a municipality or county
for an improvement project undertaken by a public improvement district under Chapter 372,
Local Government Code. The assessment may be due annually or in periodic
installments. More information concerning the amount of the assessment and the due dates
of that assessment may be obtained from the municipality or county levying the
assessment. The amount of the assessments is subject to change. Your failure to pay the
assessments could result in a lien on and the foreclosure of your property.
(7) TEXAS AGRICULTURAL DEVELOPMENT DISTRICT: The Property Ois ~ is not located in a
Texas Agricultural Development District. For additional information contact the Texas
Department of Agriculture.
(8) TRANSFER FEES: If the Property is subject to a private transfer fee obligation, §5.205,
Property Code, requires Seller to notify Buyer as follows: The private transfer fee obligation
may be governed by Chapter 5, Subchapter G of the Texas Property Code.
(9) PROPANE GAS SYSTEM SERVICE AREA: If the Property is located in a propane gas system
service area owned by a distribution system retai ler, Seller must give Buyer written notice as
required by §141.010, Texas Utilities Code. An addendum containing the notice approved by
TREC or required by the parties should be used.
(10) NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water,
including a reservoir or lake, constructed and maintained under Chapter 11, Water Code,
that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal
operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water
adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity
lawfully exercising its right to use the water stored in the impoundment; or (2) drought or
flood conditions."
7. PROPERTY CONDITION:
A. ACCESS, INSPECTIONS AND UTILITIES: Seller shall permit Buyer and Buyer's agents access to
the Property at reasonable times. Buyer may have the Property inspected by inspectors selected
by Buyer and licensed by TREC or otherwise permitted by law to make inspections. Any
hydrostatic testing must be separately authorized by Seller in writing. Seller at Seller's expense
shall immediately cause existing utilities to be turned on and shall keep the utilities on during
the time this contract is in effect.
NOTICE: Buyer should determine the availability of utilities to the Property suitable to
satisfy Buyer's needs.
B. SELLER'S DISCLOSURE NOTICE PURSUANT TO §5.008, TEXAS PROPERTY CODE (Notice):
(Check one box only)
D (1) Buyer has received the Notice
D (2) Buyer has not received the Notice. Within _ _ _ _ days after the Effective Date of this
contract, Seller shall deliver the Notice to Buyer. If Buyer does not receive the Notice, Buyer
may terminate this contract at any time prior to the closing and the earnest money will be
refunded to Buyer. If Seller delivers the Notice, Buyer may terminate this contract for any
reason within 7 days after Buyer receives the Notice or prior to the closing, whichever first
occurs, and the earnest money will be refunded to Buyer.
!xi (3) The Texas Property Code does not require this Seller to furnish the Notice.
C. SELLER'S DISCLOSURE OF LEAD-BASED PAINT AND LEAD-BASED PAINT HAZARDS is required by
Federal law for a residential dwelling constructed prior to 1978.
D. ACCEPTANCE OF PROPERTY CONDITION: "As Is" means the present condition of the Property
with any and all defects and without warranty except for the warranties of title and the
warranties in this contract. Buyer's agreement to accept the Property As Is under Paragraph 7D
(1) or (2) does not preclude Buyer from inspecting the Property under Paragraph IA, from
negotiating repairs or treatments in a subsequent amendment, or from terminating this contract
during the Option Period, if any.
(Check one box only)
[xi (1) Buyer accepts the Property As Is.
D (2) Buyer accepts the Property As Is provided Seller, at Seller's expense, shall complete the
following specific repairs and treatments:
(Do not insert general phrases, such as "sub1ect to 1nspect1ons,11 that do not 1dent1fy
specific repairs and treatments.)
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E. COMPLETION OF REPAIRS: Unless otherwise agreed in writing: (i) Seller shall complete all
agreed repairs and treatments prior to the Closing Date; and (ii) all required permits must be
obtained, and repairs and treatments must be performed by persons who are licensed to
provide such repairs or treatments or, if no license is required by law, are commercially
engaged in the trade of providing such repairs or treatments. At Buyer's election, any
transferable warranties received by Seller with respect to the repairs will be transferred to
Buyer at Buyer's expense. If Seller fails to complete any agreed repairs prior to the Closing
Date, Buyer may exercise remedies under Paragraph 15 or extend the Closing Date up to 5
days if necessary for Seller to complete repairs.
F. LENDER REQUIRED REPAIRS AND TREATMENTS: Unless otherwise agreed in writing, neither
party is obligated to pay for lender required repairs, which includes treatment for wood
destroying insects. If the parties do not agree to pay for the lender required repairs or
treatments, this contract will terminate and the earnest money will be refunded to Buyer. If the
cost of lender required repairs and treatments exceeds 5% of the Sales Price, Buyer may
terminate this contract and the earnest money will be refunded to Buyer.
G. ENVIRONMENTAL MATTERS: Buyer is advised that the presence of wetlands, toxic substances,
including asbestos and wastes or other environmental hazards, or the presence of a threatened
or endangered species or its habitat may affect Buyer's intended use of the Property. If Buyer is
concerned about these matters, an addendum promulgated by TREC or required by the parties
should be used.
H. SELLER'S DISCLOSURES: Except as otherwise disclosed in this contract, Seller has no
knowledge of the following:
(1) any flooding of the Property which has had a material adverse effect on the use of the
Property;
(2) any pending or threatened litigation, condemnation, or special assessment affecting the
Property;
(3) any environmental hazards that materially and adversely affect the Property;
(4) any dumpsite, landfill, or underground tanks or containers now or previously located on the
Property;
(5) any wetlands, as defined by federal or state law or regulation, affecting the Property; or
(6) any threatened or endangered species or their habitat affecting the Property.
I. RESIDENTIAL SERVICE CONTRACTS: Buyer may purchase a residential service contract from a
residential service company licensed by TREC. If Buyer purchases a residential service contract,
Seller shall reimburse Buyer at closing for the cost of the residential service contract in an
amount not exceeding $ NA . Buyer should review any residential service contract
for the scope of coverage, exclusions and limitations. The purchase of a residential service
contract is optional. Similar coverage may be purchased from various companies
authorized to do business in Texas.
J. GOVERNMENT PROGRAMS: The Property is subject to the government programs listed below
or on the attached exhibit: .:. :n.::.o.:. :n.::.e_ _ _ _ __ _ _ _ _ _ _ __ _ _ _ _ _ _ __ _ _ __
Seller shall provide Buyer with copies of all governmental program agreements. Any allocation
or proration of payment under governmental programs is made by separate agreement
between the parties which will survive closing.
8. BROKERS AND SALES AGENTS:
A. BROKER OR SALES AGENT DISCLOSURE: Texas law requires a real estate broker or sales agent
who is a party to a transaction or acting on behalf of a spouse, parent, child, business entity in
which the broker or sales agent owns more than 10%, or a trust for which the broker or sales
agent acts as a trustee or of which the broker or sales agent or the broker or sales agent's
spouse, parent or child is a beneficiary, to notify the other party in writing before entering into a
contract of sale. Disclose if applicable:
B. BROKERS' FEES: All obhgat1ons of the parties for payment of brokers' fees are contained 1n
separate written agreements.
9. CLOSING:
A. The closing of the sale will be on or before AuQust 19 , 2021 , or within 7 days
after objections made under Paragraph 6D have been cured or waived, whichever date is later
(Closing Date). If either party fails to close the sale by the Closing Date, the non-defaulting
party may exercise the remedies contained in Paragraph 15.
B. At closing:
(1) Seller shall execute and deliver a general warranty deed conveying title to the Property to
Buyer and showing no additional exceptions to those permitted in Paragraph 6, an
assignment of Leases, and furnish tax statements or certificates showing no delinquent
taxes on the Property.
(2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent.
(3) Seller and Buyer shall execute and deliver any notices, statements, certificates, affidavits,
releases, loan documents and other documents reasonably required for the closing of the
sale and the issuance of the Title Policy.
(4) There will be no liens, assessments, or security interests against the Property which will not
be satisfied out of the sales proceeds unless securing the payment of any loans assumed by
Buyer and assumed loans will not be in default.
10. POSSESSION:
A. BUYER'S POSSESSION: Seller shall deliver to Buyer possession of the PropertyQ·n its present or
required condition, ordinary wear and tear excepted: Ix! upon closing and funding according to a
temporary residential lease form promulgated by TRECor other written lease require by the parties.
Any possession by Buyer prior to closing or by Seller after closing which is not authorized by a
written lease will establish a tenancy at sufferance relationship between the parties. Consult your
insurance agent prior to change of ownership and possession because insurance coverage
may be limited or terminated. The absence of a written lease or appropriate insurance
coverage may expose the parties to economic loss.
Initialed for identification by Buyer J.,Qj,0 and Seller $" TREC NO. 25-13
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B.
SMART DEVICES: "Smart Device" means a device that connects to the internet to enable remote
use, monitoring, and management of: (i) the Property; (ii) items identified in any Non-Realty
Items Addendum; or (iii) items in a Fixture Lease assigned to Buyer. At the time Seller delivers
possession of the Property to Buyer, Seller shall:
(1) deliver to Buyer written information containing all access codes, usernames, passwords, and
applications Buyer will need to access, operate, manage, and control the Smart Devices; and
(2) terminate and remove all access and connections to the improvements and accessories from
any of Seller's personal devices including but not limited to phones and computers.
11. SPECIAL PROVISIONS: (Insert only factual statements and business details applicable to
the sale. TREC rules prohibit license holders from adding factual statements or business details for
which a contract addendum or other form has been promulgated by TREC for mandatory use.)
The Property is subject to a right of first refusal held by William W. Ruth and James Albert Crow
("Ruth-Crow") the terms of which are set forth in a Land Use Agreement & Covenant dated March 3,
2006, among SRK, William W. Ruth, and James Albert Crow, recorded in Vol. 318 Page 480 of the Official
Public Records of San Saba County, Texas. Buyer understands that for 30 days after being presented
with a copy of this Farm and Ranch Contract, Ruth-Crow has the right to exercise their right of first
refusal, and if Ruth-Crow exercises such right of first refusal, this contract shall become null, void and
of no further effect. In such event any earnest money deposited by Buyer shall be returned to Buyer and
Continued... See Addendum Special Provisions 1
12. SETTLEMENT AND OTHER EXPENSES:
A. The following expenses must be paid at or prior to closing:
(1) Expenses payable by Seller (Seller's Expenses):
(a) Releases of existing liens, including prepayment penalties and recording fees; release of
Seller's loan liability; tax statements or certificates; preparation of deed; one-half of
escrow fee; and other expenses payable by Seller under this contract.
(b) Seller shall also pay an amount not to exceed $ NA to be applied in the
following order: Buyer's Expenses which Buyer is prohibited from paying by FHA, VA,
Texas Veterans Land Board or other governmental loan programs, and then to other
Buyer's Expenses as allowed by the lender.
(2) Expenses payable by Buyer (Buyer's Expenses) Appraisal fees; loan application fees;
origination charges; credit reports; preparation of loan documents; interest on the notes
from date of disbursement to one month prior to dates of first monthly payments; recording
fees; copies of easements and restrictions; loan title policy with endorsements required by
lender; loan-related inspection fees; photos; amortization schedules; one-half of escrow fee;
all prepaid items, including required premiums for flood and hazard insurance, reserve
deposits for insurance, ad valorem taxes and special governmental assessments; final
compliance inspection; courier fee; repair inspection; underwriting fee; wire transfer fee;
expenses incident to any loan; Private Mortgage Insurance Premium (PMI), VA Loan Funding
Fee, or FHA Mortgage Insurance Premium (MIP) as required by the lender; and other
expenses payable by Buyer under this contract.
B. If any expense exceeds an amount expressly stated in this contract for such expense to be paid
by a party, that party may terminate this contract unless the other party agrees to pay such
excess. Buyer may not pay charges and fees expressly prohibited by FHA, VA, Texas Veterans
Land Board or other governmental loan program regulations.
13. PRO RATIONS AND ROLLBACK TAXES:
A. PRORATIONS: Taxes for the current year, interest, maintenance fees, assessments, dues and
rents will be prorated through the Closing Date. The tax proration may be calculated taking into
consideration any change in exemptions that will affect the current year's taxes. If taxes for the
current year vary from the amount prorated at closing, the parties shall adjust the prorations
when tax statements for the current year are available. If taxes are not paid at or prior to
closing, Buyer shall pay taxes for the current year. Rentals which are unknown at time of closing
will be prorated between Buyer and Seller when they become known.
B. ROLLBACK TAXES: If this sale or Buyer's use of the Property after closing results in the
assessment of additional taxes, penalties or interest (Assessments) for periods prior to closing,
the Assessments will be the obligation of Buyer. If Assessments are imposed because of Seller's
use or change in use of the Property prior to closing, the Assessments will be the obligation of
Seller. Obligations imposed by this paragraph will survive closing.
14. CASUALTY LOSS: If any part of the Property is damaged or destroyed by fire or other
casualty after the Effective Date of this contract, Seller shall restore the Property to its previous
condition as soon as reasonably possible, but in any event by the Closing Date. If Seller fails to do
so due to factors beyond Seller's control, Buyer may (a) terminate this contract and the earnest
money will be refunded to Buyer, (b) extend the time for performance up to 15 days and the
Closing Date will be extended as necessary or (c) accept the Property in its damaged condition with
an assignment of insurance proceeds, if permitted by Seller's insurance carrier, and receive credit
from Seller at closing in the amount of the deductible under the insurance policy. Seller's
obligations under this paragraph are independent of any other obligations of Seller under this
contract.
Initialed for identification by Buyer ~ and Seller TREC NO. 25-13
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Contract Concerning _ _ _ _ _ _ _ _ _1..:..:8::...o4c:..:.5'-"a::.:c::..re"'s"-S"'a""n.:...;S:::a,,.,b:::ac..:C:.:o~u,.,,nce,ty.___ _ _ _ _ _ _ _ Page 7 of 11 11-10-2020

15. DEFAULT: If Buyer fails to comply with this contract, Buyer will be in default, and Seller
may (a) enforce specific performance, seek such other relief as may be provided by law, or both,
or (b) terminate this contract and receive the earnest money as liquidated damages, thereby
releasing both parties from this contract. If Seller fails to comply with this contract for any other
reason, Seller will be in default and Buyer may (a) enforce specific performance, seek such other
relief as may be provided by law, or both, or (b) terminate this contract and receive the earnest
money, thereby releasing both parties from this contract.
16. MEDIATION: It is the policy of the State of Texas to encourage resolution of disputes
through alternative dispute resolution procedures such as mediation. Any dispute between Seller
and Buyer related to this contract which is not resolved through informal discussion will be
submitted to a mutually acceptable mediation service or provider. The parties to the mediation
shall bear the mediation costs equally. This paragraph does not preclude a party from seeking
equitable relief from a court of competent jurisdiction.
17. ATTORNEY'S FEES: A Buyer, Seller, Listing Broker, Other Broker, or escrow agent who
prevails in any legal proceeding related to this contract is entitled to recover reasonable attorney's
fees and all costs of such proceeding.
18. ESCROW:
A. ESCROW: The escrow agent is not (i) a party to this contract and does not have liability for the
performance or nonperformance of any party to this contract, (ii) liable for interest on the
earnest money and (iii) liable for the loss of any earnest money caused by the failure of any
financial institution in which the earnest money has been deposited unless the financial
institution is acting as escrow agent. Escrow agent may require any disbursement made in
connection with this contract to be conditioned on escrow agent's collection of good funds
acceptable to escrow agent.
B. EXPENSES: At closing, the earnest money must be applied first to any cash down payment,
then to Buyer's Expenses and any excess refunded to Buyer. If no closing occurs, escrow agent
may: (i) require a written release of liability of the escrow agent from all parties; and (ii)
require payment of unpaid expenses incurred on behalf of a party. Escrow agent may deduct
authorized expenses from the earnest money payable to a party. "Authorized expenses" means
expenses incurred by escrow agent on behalf of the party entitled to the earnest money that
were authorized by this contract or that party.
C. DEMAND: Upon termination of this contract, either party or the escrow agent may send a
release of earnest money to each party and the parties shall execute counterparts of the
release and deliver same to the escrow agent. If either party fails to execute the release, either
party may make a written demand to the escrow agent for the earnest money. If only one party
makes written demand for the earnest money, escrow agent shall promptly provide a copy of
the demand to the other party. If escrow agent does not receive written objection to the
demand from the other party. If escrow agent does not receive written objection to the demand
from the other party within 15 days, escrow agent may disburse the earnest money to the
party making demand reduced by the amount of unpaid expenses incurred on behalf of the
party receiving the earnest money and escrow agent may pay the same to the creditors. If
escrow agent complies with the provisions of this paragraph, each party hereby releases escrow
agent from all adverse claims related to the disbursal of the earnest money.
D. DAMAGES: Any party who wrongfully fails or refuses to sign a release acceptable to the escrow
agent within 7 days of receipt of the request will be liable to the other party for (i) damages; (ii)
the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit.
E. NOTICES: Escrow agent's notices will be effective when sent in compliance with Paragraph 21.
Notice of objection to the demand will be deemed effective upon receipt by escrow agent.
19. REPRESENTATIONS: All covenants, representations and warranties in this contract
survive closing. If any representation of Seller in this contract is untrue on the Closing Date,
Seller will be in default. Unless expressly prohibited by written agreement, Seller may continue to
show the Property and receive, negotiate and accept back up offers.
20. FEDERAL TAX REQUIREMENTS: If Seller is a "foreign person," as defined by Internal
Revenue Code and its regulations, or if Seller fails to deliver an affidavit or a certificate of non-
foreign status to Buyer that Seller is not a "foreign person," then Buyer shall withhold from the
sales proceeds an amount sufficient to comply with applicable tax law and deliver the same to the
Internal Revenue Service together with appropriate tax forms. Internal Revenue Service
regulations require filing written reports if currency in excess of specified amounts is received in
the transaction.

~ 07/09121
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Contract Concerning _ _ _ _ _ _ _ ____:_:18::.. ;4:..5::.

:. : . ;a,,_,c:..:.r, ,es::.. S::.:a::.:n:..;S::.:a::.:b:..::a:.. .:C:..:o:..::u:.:. :n"'ty,. .__ _ _ _ _ _ _ _ Page 8 of 11 11-10-2020
21. NOTICES: All notices from one party to the other must be in writing and are effective
when mailed to, hand-delivered at, or transmitted by fax or electronic transmission as follows:
To Buyer at: 3630 Lost Creek Blvd. To Seller at: 1100 Camellia Blvd #201
Austin TX 78735 LaFayette, LA 70508
Phone: (512)784-7950)- Phone: (337)654-0444)-
E-mail/Fax: E-mail/Fax:
E-mail/Fax: haljohnsonjr@me.com E-mail/F ax: rlsavoy@rrcoa.com
22. AGREEMENT OF PARTIES: This contract contains the entire agreement of the parties
and cannot be changed except by their written agreement. Addenda which are a part of this
contract are (check all applicable boxes):
□ Third Party Financing Addendum □ Environmental Assessment, Threatened or

Endangered Species and Wetlands
□ Seller Financing Addendum Addendum
□ Addendum for Property Subject to □ Seller's Temporary Residential Lease
Mandatory Membership in a Property
Owners Association □ Short Sale Addendum
□ Buyer's Temporary Residential Lease □ Addendum for Property Located Seaward
of the Gulf lntracoastal Waterway
□ Loan Assumption Addendum
□ Addendum for Seller's Disclosure of
□ Addendum for Sale of Other Property by Information on Lead-based Paint and Lead
Buyer
-based Paint Hazards as Required by
□ Addendum for "Back-Up" Contract Federal Law
□ Addendum for Coastal Area Property □ Addendum for Property in a Propane Gas
System Service Area
□ Addendum for Authorizing Hydrostatic
Testing Addendum Regarding Residential Leases
□ Addendum Concerning Right to Addendum Regarding Fixture Leases

Terminate Due to Lender's Appraisal
□ Other (list):
□ Addendum for Reservation of Oil, Gas
and Other Minerals
23. CONSULT AN AHORNEY BEFORE SIGNING: TREC rules prohibit real estate license holders
from giving legal advice. READ THIS CONTRACT CAREFULLY.
Buyer's Seller's
Attorney is: ""G""r~e.._g--'Sc..ct=ie~g,...__ _ _ _ _ __ Attorney is: Dick Miller
Phone: (512)472-2464 Phone: (325)372-4400
Fax: Fax:
E-mail: gstjeg@vk-c com E-mail: rtmmer@centex,net
Initialed for identification by Buyer and Seller TREC NO. 25-1 3

Produced wilh Lone 'Nolf Traa Edition) 231 Shears tario, Canada NH 1J5 www !wolf com H al-SRK 184
dotloop verlOed do1loop verified

dotloop signature verlncatlon: dtlp.us/E2we-bLJx-TlbS
Contract Concerning _ _ _ _ _ _ _ _ _ _1~8~4~.5~a=cr""e;.cs,...Sc-a=n~S"'a""bc='a_C~o~u"'n-":t~y_ _ _ _ _ _ _ _ _ _ Page 9 of 11 11-10-2020

EXECUTED the _ _ _ _ day of 07/09/2021 _ _ _ _ (EFFECTIVE DATE).

(BROKER: FILL IN THE DATE OF FINAL ACCEPTANCE.)
Buyer Seller
Buyer Seller
~ The form of this contract has been approved by the Texas Real Estate Commission. TREC forms are intended for use only
by trained real estate license holders. No representation is made as to the legal validity or adequacy of any provision in any
TREC specific transactions. It is not intended for complex transactions. Texas Real Estate Commission, P.O. Box 12188, Austin,
TX 78711-2188, (512) 936- 3000 (http://www.trec.texas.gov) TREC NO. 25-1 3. This form replaces TREC NO. 25-12.
TREC NO.
25-13
Produced with Lone Wolf Transactions (zipForm Edition) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com Hal-SRK 184

dotloop signature verlflcatlon: dtlp.us/E2we-bLJx-TlbS
Contract Concerning _ _ _ _ _ _ _ _ _1~8~4~.5'--'a=--'c~r""'

es',--=S=an~S"'ab=;a~C=o=un=t=y_ _ _ _ _ _ _ _ _ Page 10 of 11 11-10-2020
RATIFICATION OF FEE
Listing Broker has agreed to pay Other Broker of the total Sales Price
-------------
when Listing Broker's fee is received. Escrow Agent is authorized and directed to pay Other Broker from
Listing Broker's fee at closing.
Other Broker: Listing Broker:
By: By:
BROKER INFORMATION AND AGREEMENT FOR PAYMENT OF BROKERS' FEES
Texas Ranch Brokers, LLC 9003375

Other Broker License No. Listing or Principal Broker License No.
Mike Bacon 273134
Associate's Name License No. Listing Associate's Name License No.
Team Name Team Name

mikec@txranchbrokers.com {512}940-8800
Associate's Email Address Phone Listing Associate's Email Address Phone
Licensed Supervisor of Associate License No Licensed Supervisor of Listing Associate License No.
313 s Main
Other Broker's Office Address Phone Listing Broker's Office Address Phone
Burnet TX 78611
City State Zip City State Zip
represents D Buyer only as Buyer's agent Selling Associate License No.

D Seller as Listing Broker's subagent
Team Name
Selling Associate's Email Address Phone
Licensed Supervisor of Selling Associate License No.
Selling Associate's Office Address
City State Zip
represents 00 Seller Only

□ Buyer Only
D Seller and Buyer as an intermediary
Upon closing of the sale by Seller to Buyer of the Property described in the contract to which this fee
agreement is attached: (a) 00 D
Seller Buyer will pay Listing/Principal Broker a cash fee of$ D
or 00 5.000 % of the total Sales Price; and (b) Seller D
Buyer will pay Other Br- D
ok:-e-r_,.O
...,--a_c_a-sh
,..--:-fe_e_o_,f
$ _______ or LJ ___ % of the total Sales Price. Seller/Buyer authorizes and directs Escrow Agent to
pay the brokers from the proceeds at closing.
Brokers' fees are negotiable. Brokers' fees or the sharing of fees between brokers are not fixed, controlled,
m..;.;m..;.;. ;.;is;.. ;s"'"io.;;..n"'"._ _ _ _ _ _ _ _ _~
recommended, suggested or maintained by the Texas Re;..;ac. cl...cE..;.;s;.. ;t..;.;at..;.;e;._C..;. . ;;.o..;.;
~'W,f~,f'lY
Buy--- - - - - -- - - - - - - - - -- ~
Seller Buyer
Do not sign if there is a separate written agreement for payment of Brokers' fees .
TREC NO.
25-13
Produced with Lone Wolf Transactions (zipFonn Edition) 231 Shearson Cr. Cambridge, Ontario, Canada NH 1J5 www.lwolf.com Hal-SRK 184

dotloop signature veriflcatlon: dtlp.us/E2we-bLJx-TLbS
Contract Concerning - - - - - -- - --"

18=-4:.:.:.5=-a::.:ce.:.r""es=-S=a"-'n.,_S""a"-'b,_,,a:....:C:.:o:..:u'-"n""'ty.___ _ _ _ _ _ _ _ Page 11 of 11 11-10-2020
OPTION FEE RECEIPT
Receipt of $_ _ __ _ _ ___ (Option Fee) in the form of

is acknowledged.
Escrow Agent Date
EARNEST MONEY RECEIPT
Receipt of $_ _ _ _ _ _ _ _ _ Earnest Money in the form of _ _ _ _ __ _ _ _ _ _ _ _ _ __

is acknowledged.
Escrow Agent Received by Email Address DatefTime
Address Phone
City State Zip Fax
CONTRACT RECEIPT
Receipt of the Contract is acknowledged.
ceived by
Maependence Title
Escrow
703 S. Western 5~~ • S';Slo 3 (d)1
Addressl.ampasas, TX 76550 Phone
Zip
~12- '5'5 l 12 3eoot Fax
City State
ADDITIONAL EARNEST MONEY RECEIPT
Receipt of $_ _ _ _ _ ____ additional Earnest Money in the form of

is acknowledged.
Escrow Agent Received by Email Address DatefTime
Address Phone
City State Zip Fax
TREC NO.
25-13
Produced with Lone WolrTransactions (zipFom, Edition) 231 Shearson Cr. Cambridge. Ontario, Canada N1T 1J5 www.lwoif.com Hal-SRK 184

dotloop signature verlflcatlon: dtlp.us/E2we-bLJx-TLbS
ADDENDUM
PROPERTY: 184.5 acres San Saba County,,

1) Special Provisions
neither Buyer nor Seller shall thereafter have any further rights, duties or obligations under this
contract.
Date: Date:
Signature Signature
Date: Date:
- - - - - - - - - - - - - - - - ---- --------------------
Signature Signature
Addendum
Texn, Ranch Droke•~ LLC, P.O. Bo x 1338 Burnet TX 78611 Phone: 5127567718 Fax: Hol-SRK 184
Mike Bacon Drew Colvin Produced with Lone Wolf Transaclions (zipForm Edilion) 231 Shearson Cr. Cambridge, Ontario, Canada N1T 1J5 www.lwolf.com

B
pRoMULGATED By THE TEXAS
REAL ESTATE COMMTSSTON (rREC) 11-2-2015
AMENDMENT f}H
IEI
TO CONTMCT CONCERNING THE PROPERTY AT
Hffi'
184,6 acres and being the Contract betrvoon the with Efoctivo Date ot7lgl^021
(Street Address and Ctty)
Ilzt
El1:; fne date ln Paragraph g of the contract ls changed ge Apr[11 2022

tr(C) fne amount tn paragraph 1ZA(1)(b) of the contrac[ is changed to$
D1S1 ffre cost of lender required repairs and treatment, as
o5 iternized on the attached list, will be paid
as followsl
g by Seller; $_ by Buyer,
tr(o) Buyer has pald Seller an add,tlonal Opfl on Fee of g for an extenslon of the
unrestricted right to terminate the contract on or before 5:00 p,m, on
20...._-. Thls addltlonal Option Fee fl will I will not
be credited to the Sales price.
[J121 nuyer waives the unrestricted right to terrninate the contract for which the option
Fee was paid.
[l1a; rne date for Buyer to give written notice to seller that Buyer cannot obtain Buyer Approval
as
set forth in the Third party Financing Addendum is changed to
_, z0_-.-,
O1O; ottrer Modifications: (Insert only factual statements and buslness details applicable
to thls sale.)
Seller withdraws lhe nolice of intent to terminate the contract on February
21 ,2022, asset out ln le(er to Greg Stieg
daled January 28,2022,
This Amendmerrt may be executed in identical counlerparts and will be offective when
the last counlerpart is signed,
LP h L,L,U
a,
Thts fo.rm hds beon approved by the Texas Real Estate commlsslon for use wlth slmllarly approved
contract forrns, such anoroval relaLes to thls form.only, TREC fonils are lntended
or promulgated
li-cense.holders , No.reiJesentation ls made as to the legal valldlty or. aaequiiv -of
toi use only by tralnei reat 6stit
any provlsion in any speclfic
transactlons. It ls not lntendecl tor c0mplex transactlons. iexas Reai r.t.te ii*nitr.lon, r,o, Box
78711-2188, 512-936-3000 (hnp://vrww.trec,texas,gov ) TREC No. rs_8, xrii foim ;placesTREC 12188, Austin, Tx
No. 39-7,
TREC NO, 39.8

Exhibit "F"
C
PROMULGATED BY THE TEXAS REAL ESTATE COMMISSION (TREC) 11-2-2015
~ AMENDMENT
TREC
TIIKU ■ IAl UTJITI!. en~MIHICN
TO CONTRACT CONCERNING THE PROPERTY AT
San Saba County, Texas containing 184.5 acres and being the Contract between the parties with Effective Date of 7/9/21
(Street Address and City)
Seller and Buyer amend the contract as follows: (check each applicable box)
□ (1) The Sales Price in Paragraph 3 of the contract is:
A. Cash portion of Sales Price payable by Buyer at closing ................. .. .. .... .. $_ _ _ _ _ __
B. Sum of financing described in the contract .... . ... .. ....... .. .. ..... ..... .. ........... , $_ _ _ _ _ __
C. Sales Price (Sum of A and B) .................... .... ..... .... ..... ...... ........ .... .. .. .. .. $_ _ __ __ _
□ (2) In addition to any repairs and treatments otherwise required by the contract, Seller, at Seller's
expense, shall complete the following repairs and treatments:
1;21(3) The date in Paragraph 9 of the contract is changed to August 1 , 20_2_2_ _

□ (4) The amount in Paragraph 12A(l)(b) of the contract is changed to $ _ _ __ _ _ _ __
□ (S) The cost of lender required repairs and treatment, as itemized on the attached list, will be paid
as follows: $ _ _ _ _ _ __ __ _ by Seller; $ _ _ __ _ _ _ _ _ _ _ by Buyer.
□ (6) Buyer has paid Seller an additional Option Fee of$ _ _ __ _____ for an extension of the
unrestricted right to terminate the contract on or before 5:00 p.m. on
_ _ __ _ __ _ _______ , 20 _ _ __ . This additional Option Fee □ will □ will not
be credited to the Sales Price.
□ (7) Buyer waives the unrestricted right to terminate the contract for which the Option Fee was paid.
□ (B) The date for Buyer to give written notice to Seller that Buyer cannot obtain Buyer Approval as
set forth in the Third Party Financing Addendum is changed to _ _ __ _ __ _ , 20 _ __
~(9) Other Modifications: (Insert only factual statements and business details applicable to this sale.)
The parties are contemplating mediation. If the parties conduct a mediation before August 1, 2022, the closing date will
be on or before ten days after the mediation.
IEXECUTED the 29th day of _ _ _ _ _ _J_u_n_e_ _ _ _ _~ 20E.__
Flying JInterests, LP
I
,:
I
Buyer Seller
Buyer Seller
~ This form has been approved by the Texas Real Estate Commission for use with similarly approved or promulgated
contract forms. Such approval relates to this form only. TREC forms are intended for use only by trained real estate
license holders . No representation is made as to the legal validity or adequacy of any provision in any specific
TREC transactions. It is not intended for complex transactions. Texas Real Estate Commission, P.O . Box 12188, Austin, TX
7B711-21B8, 512-936-3000 (http://www.trec .texas.gov) TREC No. 39-8. This form replaces TREC No. 39-7.
TREC NO. 39-8

Plaintiff's Original Petition (3523745.3)

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Filed 4/5/2024 5:43 PM

FLYING J INTERESTS, LP, § IN THE DISTRICT COURT

PLAINTIFF’S ORIGINAL PETITION

TO THE HONORABLE JUDGE OF SAID COURT:

respectfully show the Court as follows:

1. On July 9, 2021, Flying J Interests, LP (“Plaintiff” or “Flying J”) entered into a

W. Ruth (“Ruth”). 3 Id., ¶ 11.

FLYING J INTERESTS, LP’S ORIGINAL PETITION PAGE 1 OF 12

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closing, as originally agreed, on August 19, 2021.

a suspended attorney—to interfere with the Contract and the Amendments.

4. Thus, based on Ruth’s aforementioned misconduct, Plaintiff has been forced to

bring this instant action to protect its rights.

II. DISCOVERY CONTROL PLAN

5. Plaintiff intends that discovery be conducted under a Level 3 Discovery Control

Plan, as provided by Rule 190.4 of the Texas Rules of Civil Procedure.

into providing the current right of first refusal that is at issue.

FLYING J INTERESTS, LP’S ORIGINAL PETITION PAGE 2 OF 12

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6. Flying J Interests, LP is a Texas limited partnership duly authorized to do business

that citation be issued at this time.

8. SRK Ranch, LLC is a Louisiana limited liability company authorized to do business

IV. JURISDICTION & VENUE

Ruth, respectively, that were to be performed in Texas.

FLYING J INTERESTS, LP’S ORIGINAL PETITION PAGE 3 OF 12

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contracted to perform specific obligations in San Saba County, Texas.

at issue in this action.

FLYING J INTERESTS, LP’S ORIGINAL PETITION PAGE 4 OF 12

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contained in the Contract.

2022, because of the encumbrances to the title of the Property.

FLYING J INTERESTS, LP’S ORIGINAL PETITION PAGE 5 OF 12

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VI. CAUSES OF ACTION

A. Count One: Tortious Interference with Existing Contract (Against Ruth)

above and hereafter as if stated verbatim herein.

FLYING J INTERESTS, LP’S ORIGINAL PETITION PAGE 6 OF 12

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resulted from Ruth’s malice, fraud, or gross negligence.

B. Count Two: Fraud (Against Ruth)

above and hereafter as if stated verbatim herein.

FLYING J INTERESTS, LP’S ORIGINAL PETITION PAGE 7 OF 12

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Amendments) from being consummated. Thus, Ruth’s misrepresentation constituted a material

term that delayed the performance of the Contract.

ownership of the Property.

C. Count Three: Fraud by Nondisclosure (Against Ruth)

above and hereafter as if stated verbatim herein.

FLYING J INTERESTS, LP’S ORIGINAL PETITION PAGE 8 OF 12

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Plaintiff from closing on the Property.

D. Declaratory Judgment (Against Ruth and SRK)

FLYING J INTERESTS, LP’S ORIGINAL PETITION PAGE 9 OF 12

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same. Therefore, Plaintiff seeks a declaration of the following:

from and against Defendants in pursuing this Declaratory Judgment action.

VII. CONDITIONS PRECEDENT