SWA000212_Pending Sales Agreement_20230706

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT OF PURCHASE AND SALE AGREEMENT is made and entered into as
of the 7th day of April___,2023,by ROCK CREEK DAIRY HOSPITALITY,LLC,a North
Carolina limited liability company (hereinafter referred to as "Assignor") and SUGAR MOUNTAIN
HOSPITALITY,LLC,a North Carolina limited liability company(hereinafter referred to as"Assignee").
WITNESSETH:
WHEREAS, Assignor, as buyer, entered into that certain Agreement for Purchase and Sale of
Real Property dated as of June 8,2020 with ETC Linville,LLC(as"Seller") (as subsequently amended,
the"Purchase Agreement"),wherein Assignor was to purchase from Seller all of Seller's interest in that
property which is more particularly described in the Purchase Agreement; and
WHEREAS,Assignor desires to assign to Assignee all of its rights, duties and obligations to be
performed by Assignor under the Purchase Agreement.
NOW,THEREFORE,for good and valuable consideration,it is agreed by Assignor as follows:
1. Assignor hereby transfers,conveys,and assigns to Assignee all of Assignor's right,title
and interest in and to the Purchase Agreement,and Assignee hereby assumes all rights,title and interest
of Assignor under the Purchase Agreement and assumes all obligations and liabilities of Assignor under
the Purchase Agreement first arising after the date hereof. In this regard, (a) Assignor hereby
indemnifies and holds harmless Assignee from any loss,liability,cost or expense(including attorneys'
fees) in connection with any claim against Assignee with respect to any matter relating to the Purchase
Agreement which arose on or prior to the date hereof, and(b) Assignee hereby indemnifies and holds
harmless Assignor from any loss,liability,cost or expense(including attorneys'fees)in connection with
any claim against Assignor with respect to any matter relating to the Purchase Agreement which may
arise after the date hereof.
2. This Agreement shall be governed by and construed in accordance with the laws of the
State of North Carolina. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, and all of which together shall be deemed one and the same instrument.
3. All parties to this Agreement have the authority to enter into this Agreement without the
consent or approval of any third party. The covenants, agreements, and undertakings of each of the
parties hereto are made solely for the benefit of, and may be relied on only by, the other party hereto,
their respective successors and assigns,and are not made for the benefit of,nor may they be relied upon
by,any other person whatsoever.
4. This Agreement supersedes all prior and contemporaneous agreements and discussions of
the parties hereto regarding the property described in the Purchase Agreement,and this Agreement shall
constitute the entire agreement of the parties and be binding against all parties. The terms hereof shall be
binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and
permitted assigns.
ASDLC:460766

IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment of Purchase
Agreement to be executed the day and year first above written.
ASSIGNOR:
ROCK CREEK DAIRY HOSPITALITY,LLC,
a North Carolina limited liability company
By: ABC Rock Cree airy Partners,LLC,
Managin em r
By:
Name: Jol i E. Reece,II
Title: anager
By: RCD Investments,LLC,
Managing lembe•
\,
By:
Name: John S lin
Title: Manage
ASSIGNEE:
SUGAR MOUNTAIN HOSPITALITY,LLC,
a North Carolina limited liability company
( • Z4(/ 7 By:
Name: Jo E.Reece,II
Title: anager
By:
Name: John andlin
Title: Man er
ASDLC:460766

REALTORS'
CommercialAlliance
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
II
REALTOR"North Carolina Association
of REALTORSe
THIS AGREEMENT,including any and all addenda attached hereto("Agreement"),is by and between
Rock Creek Dairy Hospitality,LLC and/or any future assigns ,
a(n) North Carolina LLC ("Buyer"),and
(individual or State of formation and type of entity)
ETC Linville,LLC ,
a(n) North Carolina LLC ("Seller").
(individual or State of formation and type of entity)
FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES
HERETO AGREE AS FOLLOWS:
Section I.Terms and Definitions:The terms listed below shall have the respective meaning given them as set forth adjacent to each
term,
(a)"Property";(Address)
Plat Reference:Lot(s) ,Block or Section ,as shown on Plat Book or Slide
at Page(s) , County,consisting of acres.
rd€�habaF-A--1
❑X If this box is checked, "Property" shall mean that property described on Exhibit A attached hereto and incorporated
herewith by reference,
6,0r+1d+onlj'
(For information purposes:(i)the tax parcel number of the Property is: 1867032304183 1$6'7 03.3 a toad,a�110 b3 n;3sleW-
and,(ii)some or all of the Property,consisting of approximately 3.2604,+a I.;•Litt acres,is described in Deed Book
`i(,roi�t q `bc( -460- ,Page No. 173y51/1!') Avery County.)
together with all buildings and improvements thereon and all fixtures and appurtenances thereto and all personal property. if any,
itemized on Exhibit A.a+.cl Ev h IbI' A--1.
800,Co 0.o0
$ —6790 3:3 ' (b)"Purchase Price"shall mean the sum of Five Hundred Seventy-Nine Thousand,Five
Hundred Fifty-Five 56/100 Dollars,
payable on the following terms:
to'000.OJ 'r'r.-, //
$ �— (i)"Earnest Money"shall mean Sc•ren Thousand,Two Ifun 1i _• 4/100 Dollars
or terms as follows:
Upon this Agreement becoming a contract in accordance with Section 14,the Earnest Money shall be
promptly deposited in escrow with I-VD oc)e.er1 Tee l'c) Sr. p,4 (name of
person/entity with whom deposited-"Escrow Agent"),to be applied as part payment of the Purchase
Price of the Property at Closing, or disbursed as agreed upon under the provisions of Section 10
herein.
Page 1 of 8
This form jointly approved by:[ElSTANDARD FORM 580-T
North Carolina Bar Association Revised 7/2017
R�LTaa+North Carolina sociation of REACTORS®,Inc ©7/2019
Buyer Initials Seller Initials
(71101tterrld Realty Adehors,LI.C, 1 West Fourth Street,Suite 310 Whist inSole in.NC 27101 Phone:[phone] Fa. GPI
William t,Reece Produced with dpFomnf by eipLogie 1a070 Fifteen Mile Road Fraser,Michigan 40026 any,73pLoaixrgm

❑ ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE
PLACED IN AN INTEREST BEARING TRUST ACCOUNT,AND:(check only ONE box)
[I ANY INTEREST EARNED THEREON SHALL BE APPLIED AS PART PAYMENT OF
THE PURCHASE PRICE OF THE PROPERTY AT CLOSING, OR DISBURSED AS
AGREED UPON UNDER THE PROVISIONS OF SECTION 10 HEREIN.(Buyer's Taxpayer
Identification Number is: )
D ANY INTEREST EARNED THEREON SHALL BELONG TO THE ACCOUNT
HOLDER IN CONSIDERATION OF THE EXPENSES INCURRED BY MAINTAiNiNG
SUCH ACCOUNT AND RECORDS ASSOCIATED THEREWITH.
$ (ii)Proceeds of a new loan in the amount of
Dollars
for a term of years,with an amortization period not to exceed years,at an interest rate
not to exceed %per annum with mortgage loan discount points not to exceed a/a
of the loan amount,or such other terms as may be set forth on Exhibit B. Buyer shall pay all costs
associated with any such loan.
$ (iii)Delivery of a promissory note secured by a deed of trust,said promissory note in the amount of
Dollars
being payable over a term of years,with an amortization period of years,payable in
monthly installments of principal,together with accrued interest on the outstanding principal balance
at the rate of percent( %) per annum in the
amount of$ ,with the first principal payment beginning on the first day of the
month next succeeding the date of Closing,or such other tents as may be set forth on Exhibit B.At
any time,the promissory note may be prepaid in whole or in part without penalty and without further
interest on the amounts prepaid from the date of such prepayment.(NOTE:In the event of Buyer's
subsequent default upon a promissory note and deed of trust given hereunder,Seller's remedies
may be limited to foreclosure of the Property. If the deed of trust given hereunder is
subordinated to senior financing, the material terms of such financing must be set forth on
Exhibit B.If such senior financing is subsequently foreclosed,the Seller may have no remedy to
recover under the note.)
$ (iv)Assumption of that unpaid obligation of Seller secured by a deed of trust on the Property,such
obligation having an outstanding principal balance of$ and evidenced
by a note bearing interest at the rate of percent
( %)per annum,and a current payment amount of$
r79b,000it) Sevc,. Nrne'49
$ 768/789- (v)Cash,balance of Purchase Price,at Closing in the amount of Piro Hundred Serente1m•
Thousand, _. — Q.d °O/too Dollars.
(c) "Closing"shall mean the date of completion of the process detailed in Section 11 of this Agreement.Closing shall occur on
or before or thirty(30)days from expiration of the Examination Period
(d) "Contract Date"means the date this Agreement has been fully executed by both Buyer and Seller.
(e) "Examination Period" shall mean the period beginning on the first day after the Contract Date and extending through
5:00pm(based upon time at the locale of the Property)on
180 days from Contract Date
TIME IS OF THE ESSENCE AS TO THE EXAMINATION PERIOD.
Page 2 of 8
yi
Buyer Initial4 Seller Initials STANDARD FORM 580-f
Revised 7/2017
0 7/2019
Produced wills apFornsb by ripLoglx 111070 Fifteen Mile Road,Fraser.Michigan 48026 1y uw_meLog'rccanl CF1

(f) "Brolcer(s)" shall mean: \
1\`�fO1(TJ°.S ("Listing A ency"),
l al Wily, i. Mali 0..E.,S ("Listing Agent"-License#31 i p (! )
Acting as: Seller's Agcsnf; ual Agent
and Clarendon Properties,LLC ("Selling Agency"),
("Selling Agent"-License# )
Acting as:0 Buyer's Agent; ❑Seller's(Sub)Agent; ❑Dual Agent
(g) "Seller's Notice Address"shall be as follows:
(\lorvcll Tepee,+is s. L—C-, i -{Arm: -Sc-re 1 i /vorvctt Sr.
103 Nor+-h_ _ S4cr 1i.--+3 5-..) Mortne,+of,, Ate_ 2 265S
e-mail address: tlo( fe \j@ b�,tl5pv+in ar'e4 fax number:
except as same may be changed pursuant to Section 12.
(h) "Buyer's Notice Address"-shall be as follows:
John E.Reece,II
751 W.Fourth Street,Suite 310
Winston-Salem,NC 27101
e-mail address:[e-mail] commerdalrealtync.com fax number:
except as same May changed pursuant to Section 12.
and Ex1. 1b‘V$r1
X (i) If this block is marked, additional terms of this Agreement are set forth on Exhibit B attached hereto and
incorporated herein by reference. (Note: Under North Carolina law, real estate agents are not permitted to draft
conditions or contingencies to this Agreement.)
❑ (j) If this block is marked,additional terms of this Agreement are set forth on the Additional Provisions Addendum (Form 581-
T)attached hereto and incorporated herein by reference.
Section 2.Sale of Property and Payment of Purchase Price: Seller agrees to sell and Buyer agrees to buy the Property for the
Purchase Price.
Section 3.Proration of Expenses and Payment of Costs: Seller and Buyer agree that all property taxes(on a calendar year basis),
leases, rents, mortgage payments and utilities or any other assumed liabilities as detailed on attached Exhibit B, if any, shall be
prorated as of the date of Closing. Seller shall pay for preparation of a deed and all other documents necessary to perform Seller's
obligations under this Agreement, excise tax(revenue stamps), any deferred or rollback taxes,and other conveyance fees or taxes
required by law,and the following:
Buyer shall pay recording costs, costs of any title search, title insurance, survey, the cost of any inspections or investigations
undertaken by Buyer under this Agreement and the following:
Each party shall pay its own attorney's fees.
Section 4. Deliveries: Seller agrees to use best efforts to deliver to Buyer us soon as reasonably possible after the Contract Date
copies of all material information relevant to the Property in the possession of Seller, including but not limited to: title insurance
policies(and copies of any documents referenced therein),surveys,soil test reports,environmental surveys or reports,site plans,civil
drawings, building plans, maintenance records and copies of all presently effective warranties or service contracts related to the
Property. Seller authorizes (l) any attorney presently or previously representing Seller to release and disclose any title insurance
policy in such attorney's file to Buyer and both Buyer's and Seller's agents and attorneys;and(2)the Property's title insurer or its agent
to release and disclose all materials in the Property's title insurer's(or title insurer's agent's)file to Buyer and both Buyer's and Seller's
agents and attorneys. If Buyer does not consummate the Closing for any reason other than Seller default,then Buyer shall return to
Seller all materials delivered by Seller to Buyer pursuant to this Section 4(or Section 7,if applicable),if any,and shall,upon Seller's
request, provide to Seller copies of(subject to the ownership and copyright interests of the preparer thereof) any and all studies,
reports, surveys and other information relating directly to the Property prepared by or at the request of Buyer, its employees and
agents, and shall deliver to Seller, upon the release of the Earnest Money, copies of all of the foregoing without any warranty or
representation by Buyer as to the contents,accuracy or correctness thereof.
4
Page 3 of 8
Buyer Initials Seller initials STANDARD FORM 580-T
Revised 7/2017
®7/2019
Produced with zipFerme by ztpLog 10010 Fifteen Mile Road.Fraser,Micyugen 4t1028 w•ww dnLoalxcem GVI
(2 _1) (p/g/z°a°

Section 5.Evidence of Title:Seller agrees to convey fee simple insurable title to the Property without exception for mechanics'liens,
free and clear of all liens,encumbrances and defects of title other than: (a)zoning ordinances affecting the Property,(b)Leases(as
defined in Section 7, if applicable)and(c) specific instruments on the public record at the Contract Date agreed to by Buyer(not .•
objected to by Buyer prior to the end of the Examination Period), which specific instruments shall be enumerated in the deed
referenced in Section II (items 5(a),5(b)and 5(c)being collectively"Permitted Exceptions");provided that Seller shall be required to
satisfy,at or prior to Closing,any encumbrances that may be satisfied by the payment of a fixed sum of money,such as deeds of trust,
mortgages or statutory liens.Seller shall not enter into or record any instrument that affects the Property (or any personal property
listed on Exhibit A) alter the Contract Date without the prior written consent of Buyer,which consent shall not be unreasonably
withheld,conditioned or delayed.
Section 6.Conditions:This Agreement and the rights and obligations of the parties under this Agreement are hereby made expressly
conditioned upon fulfillment(or waiver by Buyer,whether explicit or implied)of the following conditions:
(a) J'lew Loan: The Buyer must be able to obtain the loan, if any, referenced in Section l(b)(ii). Notwithstanding, after
,Seller may request in writing from Buyer a copy of the commitment letter.if Buyer
fails to provide Seller a copy of the commitment letter within five(5)days of receipt of Seller's request,then Seller may terminate this
Agreement by written notice to Buyer at anytime thereafter,provided Seller has not then received a copy of the commitment letter,
and Buyer shall receive a return of Earnest Money.
(b)Oualification for Assumption:The obligations of Buyer under this Agreement are conditioned upon Buyer being able to
assume the existing loan described above. If such assumption requires the lender's approval,Buyer agrees to use its best efforts to
secure such approval and to advise Seller immediately upon receipt of the lender's decision.Approval must be granted on or before
.On or before this date,Buyer has the right to terminate this Agreement for failure
to be able to assume the loan described above by delivering to Seller written notice of termination by the above date,lime.being of the
essence.If Buyer delivers such notice,this Agreement shall be null and void and Earnest Money shall be refunded to Buyer.If Buyer
fails to deliver such notice,then Buyer will be deemed to have waived this condition.Unless provided otherwise in Section 3 hereof,
Buyer shall pay all fees and costs associated with any such assumption, including any assumption fee charged by the lender. At or
before Closing,Seller shall assign to Buyer all interest of Seller in any current reserves or escrows held by the lender,any property
management company and/or Seller, including but not limited to any tenant improvement reserves, leasing commission reserves,
security deposits and operating or capital reserves for which Seller shall be credited said amounts at Closing.
(c)Title Exnntinatioa:After the Contract Date,Buyer shall,at Buyer's expense,cause a title examination to be made of the
Property before the end of the Examination Period. ht the event that such title examination shall show that Seller's title is not fee
simple insurable,subject only to Pennitted Exceptions,then Buyer shall promptly notify Seller in writing of all such title defects and
exceptions,in no case later than the end of the Examination Period,and Seller shall have thirty(30)days to cure said noticed defects.
If Seller does not cure the defects or objections within thirty(30)days of notice thereof,then Buyer may terminate this Agreement and
receive a return of Earnest Money (notwithstanding that the Examination Period may have expired). If Buyer is to purchase title
insurance,the insuring company must be licensed to do business in the state in which the Property is located. Title to the Property
must be insurable at regular rates,subject only to standard exceptions and Permitted Exceptions.
(d) ,Same Condition: If the Property is not in substantially the same condition at Closing as of the date of the offer,
reasonable wear and tear excepted,then the Buyer may(i)terminate this Agreement and receive a return of the Earnest Money or(ii)
proceed to Closing whereupon Buyer shall be entitled to receive, in addition to the Property,any of the Seller's insurance proceeds
payable on account of the damage or destruction applicable to the Property.
(e) Inspections: Buyer, its agents or representatives, at Buyer's expense and at reasonable times during nonnal business
hours, shall have the right to enter upon the Property for the purpose of inspecting, examining, conducting timber cruises, and
surveying the Property;provided,however,that Buyer shall not conduct any invasive testing of any nature without the prior express
written approval of Seller as to each specific invasive test intended to be conducted by Buyer.Buyer shall conduct all such on-site
inspections, examinations, testing, timber cruises and surveying of the Property in a good and workmanlike manner, at Buyer's
expense,shall repair any damage to the Property caused by Buyer's entry and on-site inspections and shall conduct same in a manner
that does not unreasonably interfere with Seller's or any tenant's use and enjoyment of the Property. In that respect.Buyer shall make
reasonable efforts to undertake on-site inspections outside of the hours Seller's or any tenant's business is open to the public.Buyer
shall provide Seller or any tenant(as applicable) reasonable advance notice of and Buyer shall cause its agents or representatives and
third party service providers(e.g.inspectors,surveyors,etc.)to give reasonable advance notice of any entry onto the Property.Buyer
shall be obligated to observe and comply with any terms of any tenant lease which conditions access to such tenant's space at the
r Page 4 of 8
Buyer Initials .— Seller Initials STANDARD FORM 580-T
Revised 7/2017
®7/2019
Produced with zlpFarrn9 by zlpLogix 16070 Fifteen Milo Road.Fraser,Michigan.18026 wwM ziu omx CFI
R 61c/26A6 (9/44/fa°

Section 9. Risk of Loss/Datnage/Repair: Until Closing, the risk of loss or damage to the Property, except as otherwise provided
herein,shall be borne by Seller.Except as to maintaining the Property in its same condition,Seller shall have no responsibility for the
repair of the Property,including any improvements,unless the parties hereto agree in writing.
See GK►,11Q0- 13-I
Section 10.Earnest Money Disbursement: tit-chat-an3'-condition-herds-is-a t satisGa4t,-than-the-gamest-Meuey shall-be
-Fe€umeled-to-P uye•. gent-by-Seller•,-Hie-Earttest-Meney-shah-he-refunded-te--Btiyer-ttpen-Beyer's-
Feetest;-lint-sueh--return-shall-net-effeet-airy-other-remedies available-to--Buyer-for.such-breach. In-the event-of breach-of-this
rnest-Metter-Bepesit-the be pain-ttr-Seller- li4tttidetecl-dat3tttges-and-as-Seller2t-sale•-attd-exclusive
ratnedy-fet ch-breael but-without-litnitiig-S-tlei=s,rights-under-Section•6(e)-or-Seotion-22-ef-this--AgreetnentAt-is-rteknowledged-by
the patties-that-pays tt-of-the-gamest-Money-to-SaeF-in-the event•of t--breauh.of thirr-Agreement.by$ayer-is.eenFpensatuFy-and-not
punitive,-such-amount-behng-a-reasonable-estimation-of-the-•actual-ioss-that•Sellec-would-inetir.as-a-rosuIt-of-such-breaolt.The payment-
of-the-Earnest-Nloney-tt-Seller-shall-not-constitute-a-penaltrer-forfeiture-but-camel-compensation-farSelier's-t mtieipated-loss;-both-
paeEies-aekndwledgim lte,difftettit--detetttriuirtg-Ballet-'saahtaldlitttagps-.fFt:-such-breach—a,. ,.—_.—.,.._ .-
NOTE:In the event of a dispute between Seller and Buyer over the disposition of the Earnest Money held in escrow,a licensed real
estate broker is required by state law(and Escrow Agent,if not a broker,hereby agrees)to retain the Earnest Money in the Escrow
Agent's trust or escrow account until Escrow Agent has obtained a written release from the parties consenting to its disposition or until
disbursement is ordered by a court of competent jurisdiction.Alternatively,if a broker or an attorney licensed to practice law in North
Carolina is holding the Earnest Money,the broker or attorney may deposit the disputed monies with the appropriate clerk of court in
accordance with the provisions of N.C.G.S.§93A-12.
Seller and Buyer hereby agree and acknowledge that the Escrow Agent assumes no liability in connection with the holding of the
Earnest Money pursuant hereto except for negligence or willful misconduct of Escrow Agent.Escrow Agent shall not be responsible
for the validity,correctness or genuineness of any document or notice referred to under this Agreement.Seller and Buyer hereby agree
to indemnify,protect,save and hold harmless Escrow Agent and its successors,assigns and agents pursuant to this Agreement,from
any and all liabilities, obligations, losses,damages,claims, actions, suits,costs or expenses(including attorney fees)of whatsoever
kind or nature imposed on,incurred by or asserted against Escrow Agent which in ally way relate to or arise out of the execution and
delivery of this Agreement and any action taken hereunder;provided,however,that Seller and Buyer shall have no such obligation to
indemnify,save and hold harmless Escrow Agent for any liability incurred by, imposed upon or established against it as a result of
Escrow Agent's negligence or willful misconduct.
Section 11.Closing:At or before Closing,Seller shall deliver to Buyer a special warranty deed unless otherwise specified on Exhibit
B and other documents customarily executed or delivered by a seller in similar transactions,including without limitation,a bill of sale
for any personal property listed on Exhibit A,an owner's affidavit, lien waiver forms(and such other lien related documentation as
shall permit the Property to be conveyed free and clear of any claim for mechanics'liens)and a non-foreign status affidavit(pursuant
to the Foreign Investment in Real Property Tax Act),and Buyer shall cause to be delivered the funds necessary to pay to Seller the
Purchase Price. The Closing shall be conducted by Buyer's attorney or handled in such other manner as the parties hereto may
mutually agree in writing. Possession shall be delivered at Closing, unless otherwise agreed herein. The Purchase Price and other
funds to be disbursed pursuant to this Agreement shall not be disbursed until the Buyer's attorney's(or other designated settlement
agent's)receipt of authorization to disburse all necessary funds.
Section 12. Notices: Unless otherwise provided herein, all notices and other communications which may be or are required to be
given or made by any party to the other in connection herewith shall be in writing(which shall include electronic mail)and shall be
deemed to have been properly given and received (i)on the date delivered in person or(ii)the date deposited in the United States
mail,registered or certified,return receipt requested, to the addresses set out in Section 1(g)as to Seller and in Section 1(h)as to
Buyer,or at such other addresses as specified by written notice delivered in accordance herewith,(iii) upon the sender's receipt of
evidence of complete and successful transmission of electronic mail or facsimile to the electronic mail address or facsimile number,if
any,provided in Section 1(g) as to Seller and in Section 1(h)as to Buyer or(iv)on the date deposited with a recognized overnight
delivery service, addressed to the addresses set out in Section 1(g) as to Seller and in Section 1(h) as to Buyer, or at such other
addresses as specified by written notice delivered in accordance herewith. If a notice is sent by more than one method, it will be
deemed received upon the earlier of the dates of receipt pursuant to this Section.
Section 13.Counterparts;Entire Agreement:This Agreement may be executed in one or more counterparts,which taken together,
shall constitute one and the same original document. Copies of original signature pages of this Agreement may be exchanged via
facsimile or e-mail,and any such copies shall constitute originals.This Agreement constitutes the sole and entire agreement among
the parties hereto and no modification of this Agreement shall be binding unless in writing and signed by all parties hereto. The
invalidity of one or more provisions of this Agreement shall not affect the validity of any other provisions hereof and this Agreement
shall be construed and enforced as if such invalid provisions were not included.
Page 6 of 8
Buyer Initials I Seller Initials STANDARD FORM 580-T
Revised 7/2017
6 72019
Pmduead with zlpFomOO oy zlplogiz 18070 Fihaan Mile Road,Fraser,Michigan 413028 yrw nrLa0txcga Gil

Property. Upon Seller's request,Buyer shall provide to Seller evidence of general liability insurance.Buyer shall also have a right to
review and inspect all contracts or other agreements affecting or related directly to the Property and shall be entitled to review such
books and records of Seller that relate directly to the operation and maintenance of the Property,provided,however,that Buyer shall
not disclose any information regarding this Property(or any tenant therein)unless required by law and the same shall be regarded as
confidential, to any person, except to its attorneys, accountants, lenders and other professional advisors,in which case Buyer shall
obtain their agreement to maintain such confidentiality. Buyer assumes all responsibility for the acts of itself, its agents or
representatives in exercising its rights under this Section 6(e) and agrees to indemnify and hold Seller harmless from any damages
resulting therefrom. This indemnification obligation of Buyer shall survive the Closing or earlier termination of this Agreement.
Except as provided in Section 6(c) above,Buyer shall have from the Contract Date through the end of the Examination Period to
perform the above inspections,examinations and testing.iF BUYER CHOOSES NOT TO PURCHASE THE PROPERTY,FOR
ANY REASON OR NO REASON, AND PROVIDES WRITTEN NOTICE TO SELLER THEREOF PRIOR TO THE
EXPIRATION OF THE EXAMINATION PERIOD, THEN THIS AGREEMENT SHALL TERMINATE, AND BUYER
SHALL RECEIVE A RETURN OF THE EARNEST MONEY.
Section 7.Leases(Check one of the following,as applicable):
`If this box is checked, Seller affirmatively represents and warrants that there are no Leases (as hereinafter defined)
affecting the Property.
El If this box is checked,Seller discloses that there are one or more leases affecting the Property("Leases")and the following
provisions are hereby made a part of this Agreement.
(a)A list of all Leases shall be set forth on Exhibit B.Seller represents and warrants that as of the Contract Date,there are no
other Leases,oral or written,recorded or not,nor any subleases affecting the Property,except as set forth on Exhibit B;
(b)Seller shall deliver copies of any Leases to Buyer pursuant to Section 4 as if the Leases were listed therein;
(c)Seller represents and warrants that as of the Contract Date there are no current defaults(or any existing situation which,
with the passage of time,or the giving of notice,or both,or at the election of either landlord or tenant could constitute a default)either
by Seller,as landlord,or by any tenant under any Lease("Lease Default"). in the event there is any Lease Default as of the Contract
Date, Seller agrees to provide Buyer with a detailed description of the situation in accordance with Section 4. Seller agrees not to
commit a Lease Default as Landlord after the Contract Date, and agrees further to notify Buyer immediately in the event a Lease
Default arises or is claimed,asserted or threatened to be asserted by either Seller or a tenant under the Lease.
(d)In addition to the conditions provided in Section 6 of this Agreement,this Agreement and the rights and obligations of the
parties under this Agreement are hereby made expressly conditioned upon the assignment of Seller's interest in any Lease to Buyer in
fonn and content acceptable to Buyer(with tenants written consent and acknowledgement,if required under the Lease).Seller agrees
to deliver an assignment of any Lease at or before Closing, with any security deposits held by Seller under any Leases to be
transferred or credited to Buyer at or before Closing.The assignment shall provide:(i)that Seller shall defend,indemnify and hold
Buyer harmless from claims, losses, damages and liabilities(including, without limitation,court costs and attorneys' fees)asserted
against or incurred by Buyer which are caused by or the result of any default by Seller under any Lease prior to the date of Closing,
and(ii)that Buyer shall defend, indemnify and hold Seller harmless from claims,losses,damages and liabilities(including,without
limitation,court costs and attorneys'fees)asserted against or incurred by Seller which are caused by or the result of any default by
Buyer under any Lease after the date of Closing.
(e) Seller also agrees to execute and deliver(and work diligently to obtain any tenant signatures necessary for same)any
estoppel certificates and subordination,nondisturbance and attornment agreements in such form as Buyer may reasonably request.
Section 8.Environmental: Seller represents and warrants that it has no actual knowledge of the presence or disposal,except as in
accordance with applicable law,within the buildings or on the Property of hazardous or toxic waste or substances,which are defined
as those substances,materials,and wastes,including,but not limited to,those substances, materials and wastes listed in the United
States Department of Transportation Hazardous Materials Table(49 CFR Part 172.101)or by the Environmental Protection Agency as
hazardous substances (40 CFR Part 302.4)and amendments thereto,or such substances,materials and wastes,which are or become
regulated under any applicable local,state or federal law,including,without limitation,any material, waste or substance which is(i)
petroleum,(ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a Hazardous Substance pursuant to Section 311 of the
Clean Water Act of 1977(33 U.S.C.§1321)or listed pursuant to Section 307 of the Clean Water Act of 1977(33 U.S.C.§1317),(v)
defined as a hazardous waste pursuant to Section 1004 of the Resource Conservation and Recover),Act of 1976(42 U.S.C.§6903)or
(vi)defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and
Liability Act of 1980(42 U.S.C.§960I).Seller has no actual knowledge of any contamination of the Property from such substances as
may have been disposed of o stored on neighboring tracts.
Page 5 of 8
Buyer Initials IL Seller Initials STANDARD FORM 580-T
Revised 7/2017
©7/2019
Produced with zipFormfl by zipLog'x 18070 Fifteen Mile Road.Fraser,MMJegan.18028 www.ZIOLOO{x Wm GF1
(") OP+��O )(7 6/2oao

Section 14. Enforceability: This Agreement shall become a contract when signed by both Buyer and Seller and such signing is
communicated to both parties; it being expressly agreed that the notice described in Section 12 is not required for effective
communication for the purposes of this Section 14.The parties acknowledge and agree that:(i)the initials lines at the bottom of each
page of this Agreement are merely evidence of their having reviewed the terms of each page,and(ii)the complete execution of such
initials lines shall not be a condition of the effectiveness of this Agreement.This Agreement shall be binding upon and inure to the
benefit of the parties,their heirs,successors and assigns and their personal representatives.
Section 15.Adverse information and Compliance with Laws:
(a) Seller Knowledge: Seller has no actual knowledge of(i) condemnation(s) affecting or contemplated with respect to the
Property; (ii)actions, suits or proceedings pending or threatened against the Property; (iii) changes contemplated in any applicable
laws, ordinances or restrictions affecting the Property; or(iv) governmental special assessments, either pending or confirmed, for
sidewalk,paving,water,sewer,or other improvements on or adjoining the Property,and no pending or confirmed owners'association
special assessments,except as follows(Insert"None"or the identification of any matters relating to(i)through(iv)above,if any):
Note:For purposes of this Agreement,a"confinned"special assessment is defined as an assessment that has been approved by a
governmental agency or an owners'association for the purpose(s)stated,whether or not it is Fully payable at time of closing.A
"pending"special assessment is defined as an assessment that is under formal consideration by a governing body.Seller shall pay all
owners'association assessments and all governmental assessments confirmed as of the date of Closing,if any,and Buyer shall take
title subject to all pending assessments disclosed by Seller herein,if any. P&p('Atli w cro i—
Seller represents that the regular owners'association dues,if any,are$ "�bC?rou;'k— per ' e A r
(b)Con►pliannce: To Seller's actual knowledge,(i)Seller has complied with all applicable laws,ordinances,regulations,statutes,
rules and restrictions pertaining to or affecting the Property; (ii) perfonnance of the Agreement will not result in the breach of,
constitute any default under or result in the imposition of any lien or encumbrance upon the Property under any agreement or other
instrument to which Seller is a party or by which Seller or the Property is bound;and (iii) there are no legal actions,suits or other
legal or administrative proceedings pending or threatened against the Property,and Seller is not aware of any facts which might result
in any such action,suit or other proceeding.
Section 16.Survival of Representations and Warranties: All representations,warranties, covenants and agreements made by the
parties hereto shall survive the Closing and delivery of the deed.Seller shall,at or within six(6)months after the Closing,and without
further consideration,execute,acknowledge and deliver to Buyer such other documents and instruments,and take such other action as
Buyer may reasonably request or as may be necessary to more effectively transfer to Buyer the Property described herein in
accordance with this Agreement.
Section 17.Applicable Law: This Agreement shall be construed under the laws of the state in which the Property is located.This
form has only been approved for use in North Carolina.
Section 18.Assignment:This Agreement is freely assignable unless otherwise expressly provided on Exhibit B.
Section 19.Tax-Deferred Exchange: In the event Buyer or Seller desires to effect a tax-deferred exchange in connection with the
conveyance of the Property,Buyer and Seller agree to cooperate in effecting such exchange; provided,however, that the exchanging
party shall be responsible for all additional costs associated with such exchange, and provided further, that a non-exchanging party
shall not assume any additional liability with respect to such tax-deferred exchange. Seller and Buyer shall execute such additional
documents,at no cost to the non-exchanging party,as shall be required to give effect to this provision.
Section 20. Memorandum of Contract: Upon request by either party, the parties hereto shall execute a memorandum of contract in
recordable form setting forth such provisions hereof(other than the Purchase Price and other sums due)as either party may wish to
incorporate.Such memorandum of contract shall contain a statement that it automatically terminates and the Property is released from
any effect thereby as of a specific date to be stated in the memorandum(which specific date shall be no later than the date of Closing).
The cost of recording such memorandum of contract shall be borne by the party requesting execution of same.
Section 21. Authority: Each signatory to this Agreement represents and warrants that he or she has full authority to sign this
Agreement and such instruments as may be necessary to effectuate any transaction contemplated by this Agreement on behalf of the
party for whom he or she signs and that his or her signature binds such party.
Page 7ofl3
Buyer Initials Seller Initials STANDARD FORM 580-7'
Revised 7/2017
©7/2019
Produced with z,pFarm5'by zipLbgbt 10070 Fittenn'villa Road.Fraser.Michigan 40025 yyww zinLoau.com CFI
,2,,,...,
,...../....? 6 -Tr„) 618/

Section 22, Brokers: Except as expressly provided herein,Buyer and Seller agree to indemnify and hold each other harmless from
any and all claims of brokers,consultants or real estate agents by,through or under the indemnifying party for fees or commissions
arising out of the sale of the Property to Buyer.Buyer and Seller represent and warrant to each other that:(i)except as to the Brokers
designated tinder Section 1(f)of this Agreement,they have not employed nor engaged any brokers,consultants or real estate agents to
be involved in this transaction and (ii) that the compensation of the Brokers is established by and shall be governed by separate
agreements entered Into as amongst the Brokers,the Buyer and/or the Seller.
Section 23.Attorneys Fees: If legal proceedings are instituted to enforce any provision of this Agreement,the prevailing party in the
proceeding shall be entitled to recover front the non-prevailing party reasonable attorneys fees and court costs incurred in connection
with the proceeding.
EIFS/SYNTHETIC STUCCO: If the adjacent box is checked, Seller discloses that the Property has been clad
previously(either in whole or in part)with an "exterior insulating and finishing system"commonly known as"EIFS" or"synthetic
stucco". Seller makes no representations or warranties regarding such system and Buyer is advised to make its own independent
determinations with respect to conditions related to or occasioned by the existence of such materials at the Property.
THE NORTH CAROLINA ASSOCIATION OF REALTORS®, INC. AND THE NORTH CAROLINA BAR ASSOCIATION
MAKE NO REPRESENTATION AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORM IN
ANY SPECIFIC TRANSACTION.IF YOU DO NOT UNDERSTAND THIS FORM OR FEEL THAT IT DOES NOT PROVIDE
FOR YOUR LEGAL NEEDS,YOU SHOULD CONSULT A NORTH CAROLINA REAL ESTATE ATTORNEY BEFORE YOU
SIGN IT.
BUYER: SELLER:
Individual Individual
Date: Date:
Date: Date:
Business Entity Business Entity
Rock eek DairyHos itali LLC FTC.. r' .14l()e, C.
(Name o 'ty) urns of Entity)
By: /�1. By: •
Name:J E.Reec ll Name: %1 c r . /l)or u 4_11 $r.
Title:Managing� Member Title: AA.d•1—i ber-- /ctn,,j or'
/
Date: 1'f 4,1 11 20 _--- Date: (9/-8/1tLA
The undersigned hereby acknowledges receipt of the Earnest Money set forth herein and agrees to hold said Earnest Money in
accordance with the terms hereof.
9 )cck-4r1"re.-CA el-Sr. P/A
(Name of Escrow Agent)
Date: By:
Page 8 of 8
STANDARD FORM 580-T
Revised 7/2017
0 7/2019
Produced with zipForml5 by zipLogix 10070 Fifteen Mile Road Fraser.Midugen 46020 wow zin10a1a.COr l OF,
6/c/ao,0

EXHIBIT A
Property
1) Property shall mean approximately+/-3.26 acres of Tax ID tt 186703230418 as shown below
(the blue outline is an approximation only and the Survey will serve to define the Property).
r. , , , , , . . . .ti
•;zz z:.ay..—,.. .:anti`:.-.—.. i-Y
��fil.:u.r•.;.�...Ij Fj...•M.••.•�r��IC•��w�n.�.. ��.•
II.ti
Wi
no( �' -ti.1 UP ipp •� .. �u .•._
... �_.
y
r ...�._ ._ 1P .� \ % ..... is-.r.
�" 7.Z o ,w� t-aL
I
.cw.-7a 'a; !.tip tv \!c . r/ u �ad.wt ua.h
vo,
.
__
!�'. F\ Li t6.. -• \ , O H Nb Ilsnl z�jj
3.26 acres :—c �\` „"� • !////
t=es,1s:a= /6 �mah fhb
` C Grandfather nter Property
�,,��G^w„-• "'>�$• Owners Associa}ion
-(1r4:::\-
artier P.,W
t )
&u:rwa umn
N. w r
masai
4•oJ8 "Pr:f...�M f!J Suvr�•;errscYJN.PA.c-t.MI -.._
\(.9.r-N t „CO.h TT,i3 Ya:IM c Dean.N.fh c,!..i,x 1Pb3i c:A:N t rz-N7 .4 ii Ma 9M16.O
f . A
2) The legal description of the Property will be determined by reference to the Survey and
which serve as the defined Property.
4d—____
Initial(Seller) Inial (Buyer)
�7aU (.0 7 .?°).o q 6k70,-,2o

EXHIBIT A-4
Property
1) Property shall mean approximately+/-1.24 acres of Tax ID#s 186703232622 and a portion
of 186703235622 as shown below(the blue outline is an approximation only and the Survey
will serve to define the Property).
'M..:'141:itMOrozatr:. •=.:z':.:'
•
-.�w+...w.w...I......nrw.M'-..ter—.. . .
avow...n.4 r w+wr..y......r
fMf I��YL I//v.
nw ..,1.1..
at y u+.nla
•
_.` i-ti(` .sue;\ GR 0 \- 'N\ ••�^ 13 �, ,
•
3.26 acres _ ' - r
r"7"- r � i onpeAhPer
P- iit..... ' rw.:0— �.,M.1.1%.%°r far
a� --1=.. e.
It a-w..�r — ;i'''Rz./}' Owners Association
�'1` ••-- ) hr4r 4 Alf
ti. Al;N.tlP»6
ArpA has Prof.130 L4,4 Swvn.t Ca.utM.�1 xn •./iV
G)'.mh Sty IlN IA flytirlt 1:1 xv!h r go.*14.0,iO'Sr lNA7/5'5 MI G9:: rruir
1
2) The legal description of the Property will be determined by reference to the Survey and
which serve as the defined Property.
7/e
Initial(Seller) Initial (Buyer)

EXHIBIT B
1) As a condition of Closing,on or before the expiration of the Examination Period, both Buyer
and Seller will agree to a survey("Survey")obtained and ordered by Buyer. Survey will
determine the Legal Description of the Property.
2 '
a).-.sas4 l 4 e4e uiredpeFFnits,let-c-hanges;Tltle Exan inetien;zoninge engcs and-an'
end-all-ether-c-onditions-necessary-to-rise and•-oper-ate-t-he-Pr-aperty-aecarding-te-Buyer's-
eammercially-intertdedpurpose rrd-
b) Buyer's approvalvf-any-crus5-dLLeSS di rd/ui uus5-pdrking necesary.
3) Buyer will have the right to extend the Inspection Period two(2)times for any or no reason
for a period of sixty(60)days each Extension for an additional$1,250.00 Earnest Money per
Extension. The Earnest Money deposit with each Extension will bevrefundable andrappli d
as part payment of the Purchase Price of the Property at Closing. 'Qf- CNCer' retde-Ce.u►1•
bq
4) Ii rtl re-evei it ti le-*reement for Purchase and Scrle-vfReat Pt uierty by di itt-between
y-fr tureessigns-and-EFE*Einaiile;a-efoor-the-Properties ff // d-pr iov y! I"fge �L es er-the-
Concurrent-PSA-or this•Agreement;therr•Bur•yewiµ bevefihe rrii"gVht-to-tle1irrnninete-this—
Agreernerrt-arrd have-all-EarnestAitoney-returned,-
Initial(Seller) Init$I(Buyer)

EXHIBIT B-1
ADDENDUM TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
BETWEEN ROCK CREEK DAIRY HOSPITALITY,LLC OR ASSIGNS,BUYER,
AND ETC LINVILLE,LLC,SELLER
I) Additional information added to Section I.(g)Seller's Notice Address to include a copy to:
H. Dockery Teele,Jr.,Esq.
H. Dockery Teele,Jr.,PA
122 W. Union St.
Morganton,NC 28655
Email: [e-mail]
2) SELLER MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND,
INCLUDING AS TO THE CONDITION OF THE PROPERTY EXCEPT AS MAY
SPECIFICALLY BE SET OUT IN THIS AGREEMENT,AND AS SUCH THE
PROPERTY SHALL BE CONVEYED AT CLOSING TO BUYER IN "AS IS"
CONDITION,WITH NO WARRANTIES OR REPRESENTATIONS
WHATSOEVER AS TO ITS PHYSICAL CONDITION.
3) Replace the marked-out language in Section 10 of the above referenced Contract with the
following language:
Earnest Money Disbursement: In the event this offer is not accepted,or in the
event that any of the conditions hereto are not satisfied,or in the event of a breach
of this Agreement by Seller, then the Earnest Money shall be returned to Buyer,
but such return shall not affect the Buyer's right to specific performance,which
shall be Buyer's sole remedy for a breach by Seller. In the event this offer is
accepted and Buyer breaches this Agreement,then the Earnest Money shall be
forfeited,and forfeiture shall be liquidated damages and the sole remedy available
to Seller for such breach. The parties confirm and agree that Seller's actual
damages in the event of Buyer's breach are uncertain and difficult to determine
and the Earnest Money is a fair approximation of the actual damages that Seller
would suffer and is not a penalty.
BUYER: SELLER:
ROCK CREEK DAIRY HOSPITALITY,LLC ETC LINVILLE, LLC
By: Z‘-- ---
(' �/ --- By:
,,4...,y,-
ory
Name: John F • /�e r L.c T Name: Jerry
�^ ell,Jr.
Title: MA 44 L r Title: Member-Manager
Date: W k1.1
)12.• Date: 61e7.Po../0