SWA000145_Pending Sales Agreement_20220503

ASHTO
December 14, 2020 WOODS
Graham Wood
C/O Dallas Pearce
Via email : [e-mail]
RE: Purchase and Sale Agreement Proposed Terms —46 +/- Acres located on W Finch Avenue in Nash
County, associated with Parcel ID 273400267044 in Middlesex, NC
Dear Mr. Pearce,
Please let this letter serve as an expression of intent outlining the basic terms under which Ashton Raleigh
Residential LLC ("Purchaser") is prepared to purchase the above referenced property:
The terms of this offer are as follows:
SELLER: Graham Wood
PURCHASER: Ashton Raleigh Residential, LLC/Starlight Homes North Carolina, LLC
PROPERTY: Approximately 46 acres +/- acres located in the Town of Middlesex,
Nash County, North Carolina (the "Property") consisting of Nash
County Parcel ID : 273400267044 .
PURCHASE PRICE:
DEPOSIT:
FEASIBILITY PERIOD:
DEVELOPMENT ASSUMPTIONS
Purchaser will have a period of one hundred and twenty (120) days`
following the date the Purchase and Assignment Agreement is
executed, by all parties, (the "Feasibility Period") in which to conduct
its due diligence on the Property.
This offer to purchase contemplates that the Purchaser will obtain
full approvals, entitlements, and annexation into the Town of
ual.�(with reasonable and customary conditions of approval)
such that the Property can be developed and further subdivided into
minimum of 145 single family lots, with a 45' x 69' building
envelope, and that capacity & connection to municipal water and
sewer is available, allowed and feasible.

DUE DILIGENCE MATERIALS: Sellerwill deliverto Purchaser, all due diligence information relating
to the Property in its possession or under its control, within three (3)
business days of Purchase and Assignment Agreement execution.
CLOSING: Closing shall occur on the earlier of (a) 15 days after the approval of
all applicable construction drawings by the appropriate municipality
for purposes of developing the Property, or (b) 12 months after the
effective date of the Purchase and Assignment Agreement
EXTENSIONS:
CLOSING COSTS: Each party shall pay its respective legal fees. All other closing cos
shall be allocated according to local custom.
THIS SPACE INTENTIAONALLY LEFT BLANK

CONFIDENTIALITY: All negotiations regarding the Property and the terms of a potential
sale to Purchaser will not be disclosed to anyone other than
respective advisors, agents, representative, investors, affiliates and
internal staff of the parties and necessary third parties, such as
lenders approached for financing, or as otherwise required by law.
EXCLUSIVE OPPORTUNITY: Following the execution of this letter of intent, the Seller will not
negotiate or enter into discussions with any other party or offer the
Property or any direct or indirect interest therein for sale to any
other party until the earlier of (a) 30 days after this letter of intent
is executed by both parties or (b) the date a Purchase and
Assignment Agreement is entered into by Purchaser and Seller for
the Property.
NON -BINDING: This letter of intent (except for the "Confidentiality" and "Exclusive
Opportunity" paragraphs) does not create a binding contract and
will not be enforceable against either party. Neither party shall be
bound nor have obligations of any kind (except pursuant to the
"Confidentiality" and "Exclusive Opportunity" paragraphs), unless
and until a formal Purchase Agreement is hereafter signed and
delivered by the parties. The terms of the "Confidentiality" and
"Exclusive Opportunity" paragraphs hereof are binding and
enforceable against the parties to this letter of intent.
BROKER FEES: Broker fees will be paid by Seller at closing to Dallas Pearce of Dallas
Pearce Realty.
If the foregoing is acceptable, please execute and return a copy of this letter to the undersigned. Once
this LOI is executed, Purchaser will immediately begin work on the first draft of the Purchase and
Assignment Agreement.
By:
Rob Tessar
Vice President — Land Acquisition
Ashton Raleigh Residential, LLC
Accepted and agreed this date:
By:
Name:
Seller:
oa� LAJ o,C)c�
20201214 Middlesex Nash 45 rvsd LOI
Date: