SW5210603_Pending Sales Agreement_20210817 (3)

Prepared by Ernest R. Carter, Jr., Attorney at Law, PO Box 986, Ahoskie, NC 27910
NORTH CAROLINA
OPTION AGREEMENT
NASH COUNTY
THIS AGREEMENT made this the 19th day of February 2021, by and between IT'S
FARM TIME, LLC, hereinafter referred to as "IFT, LLC", and HARRELL ACQUISITIONS, LLC,
hereinafter referred to as "HARRELL".
WHEREAS, IFT, LLC owns certain real property located in Nash County, North Carolina,
which is identified in. the Nash County Tax Records with Parcel 104602 and PIN 276911568362U, a
portion of which is bound on the East by S NC 581 and an extension of the control access right of
way of US Hwy 64; bound on the South by property of Chester H. Brantley et al.; bound on the
West by property owned by Edwards JD Investments 11, LLC; and bound on the North by the
remaining property owned by It's Farm Time, LLC, and said property being a portion of that shown
on plat of Property of May Farm Associates recorded in map records in the Nash County Register of
Deeds in Boob 35, Page 279-280," and described in deed in Book 2767, Page 363, Nash County
Registry; and,
WHEREAS, IFT, LLC desires to grant an option to HARRELL to purchase that portion of
said property, being the portion of such property shown on the attached entitled Sketch B containing
3.01 acres located North of said Chester Brantley et al tract, together with the non-exclusive rights
in and to the area shown as Street `B" on said attached sketch for purposes of access to the public
right of way of S NC Hwy 581 and for the commercial development of the 3.01 acres plus the 1.79
acres Chester Brantley tract located South thereof on said sketch if acquired by HARRELL
(hereinafter termed "REAL PROPERTY"), and HARRELL desires to acquire the option to purchase
said REAL PROPERTY from IFT, LLC,
NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained,
THE PARTIES AGREE as follows:
1) The purchase price for said REAL PROPERTY shall be $550,000,00, the balance of
the purchase price if the option is exercised shall be paid in cash at closing which shall occur not
more than 45 days from the exercise of the Option granted hereby, if so exercised.
2) Harrell may exercise this option by giving written notice thereof to IFT, LLC sent to
attention of Brad Mercer at the following address:
It's Farm Time, LLC, 335 N. Queen Street, Kinston, NC 28501

3) The payment for this Option shall be Ten Thousand Dollars (10,000.00), and the
option payment shall be a credit against the purchase price if HARRELL exercises this option.
HARRELL may exercise this option at any time until 5:00 o'clock P.M. on the date which is 6
months (180 days) from the date of execution of this Option.. If HARRELL fails to exercise this
option within such period, all option money shall be forfeited, and this contract terminated.
4) If this option is exercised within the terms provided above, IFT, LLC shall deliver to
HARRELL, within thirty (30) days after the giving of notice by HARRELL, a North Carolina
general warranty deed, substantially in the form of Form. No. 3A of the N.C. Bar Association,
granting fee simple absolute title to HARRELL, or its successors and or assigns, with the final legal
description of the property to be conveyed to HARRELL to be based upon a recordable survey of
the premises as reflected on the attached SKETCH B in order to deliver to HARRELL insurable
title, free of any liens or encumbrances, and without any restriction regarding use of such property
for the purposes intended by HARRELL except that the deed will contain restrictions that will limit
the sale of certain food items on the HARRELL premises.The restriction shall be in a form
substantially similar to the language included on Exhibit A attached hereto. IFT, LLC agrees that
for a period of fifteen (15) years from Closing it will not sale, lease, or otherwise convey, use or
allow the use of any portion of the property from which the heal Property is subdivided by any
entity whose primary business is the retail sale of petroleum products in competition with the
intended use of the Real Property by HARRELL.
5) IFT, LLC shall -pay for the preparation of the deed and the excise tax and any transfer
tax as may be required by law in the jurisdiction where the property is located, and the discharge or
release of any liens or encumbrances upon such property being purchased. HARRELL shall pay for
the recordation of the deed and for preparation and recording of all instruments required to secure
any financing of the purchase price to be paid to IFT, LLC at closing of the purchase contemplated
hereunder. Current year ad valorem taxes for the year of any closing shall be prorated to the date of
closing, with IFT, LLC to pay any recapture of deferred tax that may be due upon sale hereunder.
6) At the request of HARRELL, after exercise of the option, IFT, LLC shall deliver to
HARRELL copies of all title information available to IFT, LLC, including but not limited to: title
insurance policies, attorney's opinions on title, surveys, covenants, deeds, notes and deeds of trust
and easements relating to said real property subject to this option, and IFT, LLC shall cooperate
with the establishment of any extension of utility services to the site so conveyed.
7) The parties hereto shall have the right to assign their rights to any of its respective
affiliated entities without the prior written agreement of the other parties. Any proposed assignment
of this agreement to a non-affiliated entity shall be approved in writing, such approval not to be
unreasonably withheld. This agreement shall be binding upon the assignee, its successors and
assigns. IFT, LLC may assign its rights hereunder as part of a 1031 deferred tax transaction to a
qualified intermediary and HARRELL and its successors and assigns agrees to cooperate and
execute any documents to accomplish the same.

8) This contract shall be binding and shall inure to the benefit of the parties, their
successors and assigns. As used herein the singular shall include the plural and gender shall be
interchangeable.
9) If any ,provision of this agreement by its nature is required to be performed after the
closing then that provision shall survive the closing and remain binding upon the parties hereto until
fully performed,
10) HARRELL shall have the right to inspection of the property for purposes of its
assessment for the purposes desired by HARRELL and shall have the right to have prepared such
environmental assessments, survey, or other preparatory steps toward the purchase of the property,
at HARRELL's sole expense, prior to exercise of the options granted hereby.
11) This contract contains the entire agrecruent of the parties and there are no
.representations, inducements, or other agreements except those expressed in this writing. All
changes, additions, or deletions to this agreement must be in writing and signed by the parties, The
parties hereto agree that should either party desire it, a Memorandum of Option, setting forth the
property description and term of the option submitted; and the parties agree to execute the same in
order that it may be recorded, but the terms regarding price and option payments hereunder shall not
be disclosed by any publicly recorded memorandum.
IN WITNESS WHERE, OF, the parties have executed this Agreement this the 19th day of
February 2021.
1"f'S FARM TIME LLC-
13Y:
BRAD MERCER, DELEGATED AGENT
HARRELL !-ACQUISITIONS, LLC
BY: ......_. _. -I
Z I EL HARRELL, �NAGER

Exhibit A
Harrell Property Food Restriction
The REAL PROPERTY shall be subject to a restrictive covenant which_shallspecifically provide
that neither HARRELL, nor any of HARRELL's successors or assigns shall, without Seller's prior
written consent which may be withheld in its sole and absolute discretion, sell, lease or otherwise
convey, use or allow the use of the REAL PROPERTY by any person or entity for the sale of
prepared food.
Notwithstanding anything to the contrary herein, this restrictive covenant shall not preclude
HARRELL, its successors, assigns, or tenants, from selling pre -packaged food items or certain
prepared foods on a self-service roller including hot dogs, taquitos, and egg roils, as typically found
in convenience stores.

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