In re Purchase of the Cimarron Tract (Whitfield–Nakamura)

CASE-FILE DOCUMENT · EARNEST MONEY CONTRACT

Exhibit m14.exh.001 — Farm and Ranch Earnest Money Contract (Excerpts)

Property: The Cimarron Tract — approximately 320 acres, Edwards County, Texas, being the land described in the attached Exhibit A legal description. Seller: Garrett Whitfield Buyer: Kenji Nakamura Effective Date: November 14, 2025 Escrow Agent: Lone Mesa Title Company

Facts-only reproduction of the operative business terms. Boilerplate omitted.

1. Sales Price. The total sales price is $928,000.00, payable in cash at closing, buyer to obtain third-party farm-and-ranch financing.

2. Earnest Money. Buyer has deposited $15,000.00 of earnest money with the Escrow Agent, receipt acknowledged.

3. Title and Survey.

• 3.1 Seller shall furnish a Title Commitment from Lone Mesa Title Company.
• 3.2 Buyer, at Buyer's expense, may obtain a new boundary survey.
• 3.3 Buyer may object in writing to matters disclosed by the Commitment or survey that render title unmarketable or that prevent the intended use. Seller shall have a stated period to cure; if Seller cannot or does not cure, Buyer may terminate and receive a refund of the earnest money, or waive the objection and close.

4. Property Condition / Feasibility. Buyer has a feasibility period during which Buyer may terminate for any reason and receive a refund of the earnest money, time being of the essence.

5. Closing. Closing shall occur on or before February 27, 2026, unless extended by written amendment.

6. Conveyance. At closing Seller shall deliver a deed conveying good and indefeasible title, subject only to the permitted exceptions. [The form's default is a general warranty deed; the type of deed and the permitted exceptions are left to be finalized — this is one of the open negotiation terms.]

7. Reservations. The contract as signed contains no reservation of any mineral interest by Seller and no reservation of any surface easement, water well, or access right in favor of Seller.

8. Access. The Property is represented to have legal access. [The parties later learned the recorded access easement does not match the road on the ground — see Exhibit m14.exh.002 and m14.exh.003.]

9. Brokers. Buyer is assisted by a licensed real-estate agent; Seller listed the tract with a ranch brokerage. Commissions are as separately agreed.

Signed: Garrett Whitfield (Seller) · Kenji Nakamura (Buyer) · November 14, 2025.

CASE-FILE DOCUMENT · TITLE COMMITMENT

Exhibit m14.exh.002 — Title Commitment (Excerpts)

Issued by: Lone Mesa Title Company Title Officer: Nadia Castellano Commitment Date: December 5, 2025 Property: The Cimarron Tract, approximately 320 acres, Edwards County, Texas Proposed Insured: Kenji Nakamura (owner) and Buyer's lender (loan policy)

Facts-only reproduction. This is a structural title commitment; it states what the record shows, not controlling law.

Schedule A

• Estate covered: fee simple.
• Record owner: Garrett Whitfield.
• Proposed policy amount (owner): $928,000.00.

Schedule B — Exceptions from Coverage

The policy will not insure against loss arising from the following, unless resolved before closing:

1. Access easement of record — questionable. That certain Access Easement recorded in 1991 in the real property records of Edwards County. The described corridor follows a fence-line course. The Company has received a survey (see Exhibit m14.exh.003) indicating the traveled road does not lie within the described corridor. The Company is not prepared to insure access over this easement as described.
2. Reserved mineral estate. All oil, gas, and other minerals reserved in a deed recorded in 1978, together with all rights incident thereto; said mineral estate now appearing of record in Ocotillo Minerals, LP. Seller does not own and cannot convey this estate. This exception will remain in the policy.
3. Rights of parties in possession / apparent pipeline. An apparent buried water line running from the existing well toward the adjoining property to the northwest, source and authority not of record.
4. Standard survey, taxes, and easement/setback exceptions (routine).

Schedule C — Requirements

To delete or modify the access exception (Exception 1), the Company requires one of the following:

• A recorded correction or re-grant of the access easement describing the road as actually located; or
• A newly granted, surveyed access easement from the owner of the servient parcel; or
• A final judgment or other instrument establishing legal access over the road as located.

Escrow note

Earnest money of $15,000.00 is held by the Company. The Company stands ready to close upon receipt of resolved access, an agreed treatment of the mineral exception, and a signed deed in recordable form.

CASE-FILE DOCUMENT · SURVEY NOTES

Exhibit m14.exh.003 — Boundary & Improvement Survey (Surveyor's Field Notes and Diagram Description)

Prepared by: Rosalind Deloria, R.P.L.S., Deloria Land Surveying Field work: December 8–15, 2025 · Delivered: December 18, 2025 Property: The Cimarron Tract, approximately 320 acres, Edwards County, Texas

Facts-only reproduction. The plat sheet is described below in words for the case file; the sealed drawing is on file with the title company.

Described features (keyed to the plat)

Perimeter. The tract is an irregular five-sided figure of approximately 320.4 acres. All record corners were recovered or reset. No perimeter boundary conflicts with the adjoining record calls were found.

Western pasture (the flat). The western third of the tract, roughly 185 acres, is level, cleared former farm ground — the buildable, open acreage. This is the area described in the solar developer's term sheet (Exhibit m14.exh.005).

Cimarron Road (access). A caliche ranch road enters from the county road to the west, crosses the adjoining Sandoval parcel, and reaches the tract at the western gate.

• The recorded 1991 easement corridor was plotted from its metes-and-bounds description. It follows an old fence line.
• The traveled road as measured on the ground lies approximately 60 to 110 feet north of the recorded corridor.
• For approximately 300 yards, the traveled road lies on the Sandoval parcel, outside the recorded corridor.
• Conclusion shown on the plat: the road actually used is not within the recorded easement.

The Cimarron well. An existing cased water well is located near the northwest corner of the western flat, inside the buildable open acreage. Coordinates were set. A wellhead, a small pressure tank, and an old concrete pad are present.

Apparent pipeline. A buried line, evidenced by a valve box and prior trenching, runs from the well northwest, off the tract, toward the adjoining homestead. Origin and authority not determined by survey.

Improvements. One set of working pens and a collapsed shed near the old building site; perimeter fencing in fair condition; two cattle guards on the access road within the Sandoval parcel.

Surveyor's certificate (facts only)

"I certify the features shown are as I found them on the ground on the dates of survey. I express no opinion on ownership of minerals, on the validity of any easement, or on water rights." — R. Deloria, R.P.L.S.

CASE-FILE DOCUMENT · AMENDMENT

Exhibit m14.exh.004 — Amendment to Earnest Money Contract

Property: The Cimarron Tract, approximately 320 acres, Edwards County, Texas Seller: Garrett Whitfield · Buyer: Kenji Nakamura Amendment Date: February 20, 2026

Facts-only reproduction of the operative terms.

The parties amend the Earnest Money Contract dated November 14, 2025 (Exhibit m14.exh.001) as follows:

1. Closing date extended. The closing date is extended from February 27, 2026 to April 30, 2026, to give the parties time to resolve access, the mineral exception, and the seller's requested well reservation.

1. Feasibility and objection rights preserved. Buyer's feasibility period and Buyer's right to object to title and survey matters are extended to run through the new closing date. Nothing in this amendment waives any objection Buyer has already raised regarding access or the mineral estate.

1. Earnest money. The $15,000.00 earnest money remains on deposit with Lone Mesa Title Company and remains refundable to Buyer on the terms of the original contract.

1. New matters acknowledged. The parties acknowledge, without yet agreeing on terms, that (a) the recorded access easement does not match the road as surveyed; (b) the mineral estate is reserved and owned by a third party; and (c) Seller has requested to reserve a surface easement around the existing water well, a term not contained in the original contract, to be negotiated.

1. No other changes. All other terms of the contract remain in effect.

Signed: Garrett Whitfield (Seller) · Kenji Nakamura (Buyer) · February 20, 2026.

CASE-FILE DOCUMENT · SOLAR TERM SHEET

Exhibit m14.exh.005 — Solar Developer Option & Ground-Lease Term Sheet (Confidential to Buyer)

Nature: Non-binding term sheet and signed option, from a solar developer to Kenji Nakamura, contingent on his acquisition of the Cimarron Tract. Dated: October 30, 2025

Facts-only reproduction of the business terms. This document is confidential to the buyer's side; the seller has not seen it.

Option

The developer holds an option to lease approximately 180 acres of the western pasture of the Cimarron Tract for a utility-scale solar array, exercisable once Nakamura closes on the tract.

Key conditions (the reason timing matters)

• Buildable acreage. Nakamura must deliver approximately 180 contiguous, unobstructed acres of the western flat — free of well sites, easements, or third-party surface uses that would sit inside the array footprint.
• Clear access. Nakamura must deliver legally insurable, all-weather access adequate for construction equipment.
• Deadline. These conditions must be satisfied by March 31, 2026, or the developer may terminate the option and walk. (Note: this deadline is earlier than the April 30, 2026 real-estate closing.)

Economics (summary)

• Annual ground rent escalating over a 30-year initial term, plus a one-time signing payment on exercise.
• Over its term, the lease's value to Nakamura substantially exceeds the $928,000 purchase price of the land.

Buyer's internal notes (privileged / confidential)

• The Cimarron well and the mineral surface rights both threaten the "unobstructed 180 acres" condition; keeping the well where it is, or letting a mineral operator use the flat, could break the option.
• Because the lease is so valuable, losing the tract over the well or the easement would cost far more than paying to cure them — but the seller should not learn how valuable the solar deal is.

CASE-FILE DOCUMENT · CORRESPONDENCE FAIRCLOTH

Exhibit m14.exh.006 — Correspondence Between Counsel

Facts-only reproduction. Two short letters between buyer's counsel (Ellingboe & Ravndal LLP) and seller's counsel (Faircloth Land Law). No statements of controlling law included.

Letter 1 — Faircloth Land Law to Ellingboe & Ravndal LLP

Date: February 12, 2026 Re: Cimarron Tract — Seller's requested well reservation

Counsel:

I represent Garrett Whitfield in the sale of the Cimarron Tract to your client. Please direct all communications about this transaction to me rather than to Mr. Whitfield directly.

My client is prepared to close, but he must retain the use of the existing water well near the old building site. He asks that the deed reserve to him a surface easement of reasonable size around the well, with a right of ingress and egress to maintain it. He views this as essential and non-negotiable. Separately, my client's position is that access has always run where it runs, and that resolving the Sandoval road is the buyer's problem, not a defect my client created.

We would like to keep this deal on track. Please send your client's position on the deed form and the well reservation.

Very truly yours, Colton Faircloth, Faircloth Land Law

Letter 2 — Ellingboe & Ravndal LLP to Faircloth Land Law

Date: February 24, 2026 Re: Cimarron Tract — access, minerals, and the well reservation

Mr. Faircloth:

Thank you. We will route all communications through you, and we have instructed our client, Mr. Nakamura, to do the same and to stop any direct contact with Mr. Whitfield about the transaction.

Three items must be resolved together before our client can close:

1. Access. The title company will not insure access over the 1991 easement because the survey shows the road lies outside the described corridor. We propose the parties jointly obtain a corrected, surveyed access easement — from Mr. Sandoval if necessary — and we will want to discuss who bears that cost.

1. Minerals. The reserved mineral estate held by Ocotillo Minerals, LP will remain an exception. Because our client intends an open-acreage use of the western pasture, we will need surface-protection terms and clarity on the deed's warranty.

1. The well. We are willing to discuss a reservation, but a surface easement sitting in the western flat is a serious problem for our client's intended use. We would rather explore relocating the water source or narrowly bounding any reservation. Please send the proposed metes and bounds of the reservation your client has in mind.

We share your goal of closing. Let us schedule a working call.

Very truly yours, Marcus Ravndal, Ellingboe & Ravndal LLP

WITNESS STATEMENT · STATEMENT DELORIA

Witness Statement — Rosalind Deloria, R.P.L.S.

Witness: Rosalind Deloria, Registered Professional Land Surveyor, Deloria Land Surveying Matter: Purchase of the Cimarron Tract, Edwards County, Texas Prepared: January 9, 2026 Jurisdiction: Texas

I am a licensed land surveyor and I have run boundaries on the Edwards Plateau for about twenty-two years. Mr. Nakamura's title company asked me to prepare a boundary and improvement survey of the roughly 320-acre Cimarron Tract, which I delivered on December 18, 2025. I walked the whole perimeter, tied the corners to the record, and located the improvements and the road. I want to describe three things I found, because they are the things everyone keeps asking me about.

First, the access road. There is one caliche ranch road that gets you onto the western side of the tract in any weather. Locally people call it Cimarron Road. It leaves the county road, runs across Mr. Sandoval's parcel, and comes in at the western gate. There is a recorded easement instrument from 1991 that is supposed to cover that access. When I plotted the metes-and-bounds description in that 1991 instrument, the described route runs along an old fence line. The road on the ground today is not on that line. Depending on where you measure, the traveled road sits somewhere between about sixty and a hundred and ten feet north of the described easement. For a stretch of a few hundred yards, the road as actually driven is on the Sandoval parcel and outside the described easement corridor entirely. So the easement of record and the road people actually use are two different things.

Second, the well. There is an older water well up near the northwest corner, close to the flat western pasture and the old building site. I located it and shot its coordinates. That well is inside the level, cleared area — the same flat ground that is the obvious place for anything that needs open, buildable acreage on this tract. It is not off in a corner somewhere; it is right in the middle of the good flat ground.

Third, the pipeline. While I was locating the well I found a buried line running away from it toward the northwest, off the tract and in the direction of the neighboring homestead. I did not excavate it, but the alignment, the valve box I found, and the way the ground had been trenched years ago all tell me the well has been piped to feed something off the tract to the northwest. I noted it on the survey as an apparent pipeline of record-unknown origin.

I did not form any opinion about who owns what rights or about the minerals. That is not my job and I did not chase the mineral records. What I can tell you as a surveyor is that the paper easement does not match the road, the well is on the best flat ground, and there is a pipeline carrying water off this tract to the north. Those three facts are on the face of my survey and I will stand behind the measurements.

I have not been paid anything beyond my ordinary survey fee, and no one asked me to reach any particular conclusion.

/s/ Rosalind Deloria, R.P.L.S.

WITNESS STATEMENT · STATEMENT SANDOVAL

Witness Statement — Everett Sandoval

Witness: Everett Sandoval, adjacent landowner Matter: Purchase of the Cimarron Tract, Edwards County, Texas Prepared: January 16, 2026 Jurisdiction: Texas

My name is Everett Sandoval. I run cattle on the place that sits between the county road and the Cimarron Tract. The road everybody is fighting about — the caliche one they call Cimarron Road — cuts across the front of my land. I built up most of that road myself over the years. I put in the two cattle guards, I blade it after the rains, and I keep the low-water crossing passable. Nobody has ever paid me a nickel for that.

I have watched the owners of the Cimarron Tract use that road my whole life. Old man Whitfield used it, then Garrett used it, and the hunters they leased to used it. It was never a secret and nobody ever asked me to sign anything, because out here you just let a neighbor through. So when the title company called and told me there is some 1991 paper easement that does not even sit where the road is, I about laughed. The road is where the road is. It has been there longer than that piece of paper.

Now, do not take that to mean I am handing anybody anything. Nobody ever got my signature on an easement, and I am the one who has kept that road up. I have been polite about it because Garrett and I go back a long way, but this new fellow, Mr. Nakamura, is talking about a solar project, and that means construction trucks, gravel haulers, and heavy equipment coming across my cattle guards all day. My guards will not take that. Neither will my nerves, if I am honest.

Here is where I land. I am willing to sign a proper, surveyed easement — a real one, drawn where the road actually runs — so this man can get clean title and go about his business. I would rather do that than have lawyers arguing about a fence line from 1991. But I want two things. I want to be paid a fair amount of money for it, because I have carried that road for free for thirty years and now it is worth something to somebody. And I want it in writing that the construction traffic keeps my cattle guards and my low-water crossing in good repair, and puts them back the way they found them. Do those two things and I will sign the day you put it in front of me.

One more thing, since people keep asking. I never blocked anybody and I am not blocking anybody now. The gate is open like it always was. I am not trying to hold this deal hostage. I just do not intend to give away, for nothing, the one thing that makes that tract worth buying. If Mr. Nakamura's people come to me straight and fair, this is the easiest problem on their list.

/s/ Everett Sandoval

WITNESS STATEMENT · STATEMENT CASTELLANO

Witness Statement — Nadia Castellano, Escrow & Title Officer

Witness: Nadia Castellano, escrow and title officer, Lone Mesa Title Company Matter: Purchase of the Cimarron Tract, Edwards County, Texas Prepared: January 22, 2026 Jurisdiction: Texas

I am the escrow and title officer at Lone Mesa Title Company handling the Cimarron Tract file. I opened the file when the earnest-money contract came in on November 14, 2025, and I issued our title commitment on December 5, 2025. I am the person holding the $15,000 in earnest money in escrow. I can describe what our examination showed and where the file is stuck, but I want to be clear that I do not give legal advice and I am not taking sides.

Our commitment raised three items that the parties still need to resolve before we can close and insure. The first is access. The tract does not touch a public road. The only recorded access is a 1991 easement instrument, and when the buyer's surveyor plotted it, the described corridor did not line up with the road that is actually there. Our underwriter will not insure access over that easement as written, because we cannot tell a court the insured road is the road the document describes. Until access is fixed — corrected, re-granted, or otherwise made to match the ground — we would have to take exception to access, and I understand the buyer's lender will not fund a loan with an access exception.

The second item is the mineral estate. A 1978 deed in the chain reserved the minerals, and our search shows that reserved mineral estate is now held by Ocotillo Minerals, LP. That is a severed estate; the seller does not own it and cannot convey it. We will except to it in the policy no matter what, because it is simply not the seller's to give. What the parties do about surface protection is between them and their lawyers.

The third item came up after our commitment issued. The seller, through his attorney, asked to reserve a surface easement around the existing water well before he will sign the deed. There is nothing in the original contract about the seller keeping the well or any surface rights, so that is a new term. If the parties agree to it, it has to be papered into the contract and the deed, and it will change what we insure over that corner of the property.

On the escrow itself: the earnest money is intact. The parties signed an amendment on February 20, 2026 moving closing to April 30, 2026, and that amendment preserved the buyer's feasibility and title-objection rights. So as things stand, if the access cannot be made insurable within the period, the buyer has a contractual path to terminate and I would return his deposit under the contract. I am ready to close the moment the parties hand me resolved access terms, an agreed treatment of the mineral exception, and a signed deed. Right now I am waiting on all three.

/s/ Nadia Castellano, Escrow & Title Officer, Lone Mesa Title Company

BUSINESS EXHIBIT · ENGAGEMENT LETTER

Engagement Letter

Ellingboe & Ravndal LLP 310 Riverwalk Plaza, Suite 400, Norsholm, Meridian 55901 office@ellingboeravndal.example.com

Date: November 20, 2025

Kenji Nakamura 2210 Cedar Post Road Kerrville, TX 78028

Re: Representation in the purchase of the Cimarron Tract, Edwards County, Texas

Dear Mr. Nakamura:

Thank you for retaining Ellingboe & Ravndal LLP. This letter sets out the terms of our engagement.

Scope of representation. We will represent you, as buyer, in connection with your pending purchase of the approximately 320-acre Cimarron Tract in Edwards County, Texas, under your November 14, 2025 earnest-money contract with Garrett Whitfield. Our work will include reviewing the title commitment and survey, advising you on the access-easement, mineral-reservation, and water-well issues, negotiating the deed and access terms with the seller's counsel, and assisting you toward a closing. This engagement does not include representing you in any litigation, in the separate solar ground-lease transaction, or in any matter with your lender, unless we agree separately in writing.

Fees. Our services on this matter are billed on an hourly basis. The senior attorney's rate is $250 per hour and the associate attorney's rate is $225 per hour; paralegal time, if used, is billed at $120 per hour. We bill in tenth-of-an-hour increments. You will also be responsible for out-of-pocket expenses (recording fees, courier, and the like). We do not require a trust deposit for this engagement; we will invoice you periodically, and payment is due upon receipt.

Communications and the represented party. Because the seller, Mr. Whitfield, is represented by his own attorney, professional-conduct rules require that communications about this transaction go through his counsel. Please do not contact Mr. Whitfield directly about the deal; route everything through us so we can protect your position.

Your responsibilities. You agree to keep us informed, to provide documents promptly, and to make the decisions that are yours to make — including any decision to accept terms, adjust the price, or terminate the contract — after we advise you.

Termination. You may end this engagement at any time. We may withdraw as permitted by the applicable rules. You will remain responsible for fees and expenses incurred through the date of termination.

If these terms are acceptable, please sign below and return a copy.

Sincerely,

Amara Ellingboe Ellingboe & Ravndal LLP

Agreed and accepted:

______________________________ Date: ____________ Kenji Nakamura

BUSINESS EXHIBIT · INTAKE & CONFLICTS

Intake (2025-11-18). Buyer under a signed earnest-money contract for a 320-acre Texas rangeland tract (Edwards County) for a combined solar array and cattle operation. Title work surfaced a questionable access easement, a severed mineral estate held by a third party, and a seller demand to reserve a surface easement around an existing water well. Firm to advise and renegotiate the deed and access terms toward a closeable deal.

Conflicts check (2025-11-19) — CLEAR. No current or former firm client appears among the seller, the adjacent landowner, the mineral owner, the title company, or opposing counsel. No conflict identified.

BUSINESS EXHIBIT · BILLING STATEMENT (21 TIME ENTRIES)

BUSINESS EXHIBIT · INVOICES