SW4231002_Development Agreement_20231114

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REALTORS"
CommercialAlliance AGREEMENT FOR PURCHASE AND SALE
OF IMPROVED REAL PROPERTY
I t
R[ALTOR® North Carolina Association
of REALTORS®
THIS AGREEMENT,including any and all addenda attached hereto("Agreement"),is by and between
Cedar Run Ca ital LLC ,a(n) North Carolina limited liability company ("Buyer"),and
(individual or State of formation and type of entity)
Salt Creek,LLC ,a(n) ("Seller").
(individual or State of formation and type of entity)
(NOTE:If the Buyer or Seller is an entity,in order to form a binding agreement and complete a transaction,the entities listed
as Buyer or Seller in this Agreement should be validly formed and in good standing with the Secretary of State in the State of
formation of the 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 1.Terms and Definitions: The terms listed below shall have the respective meaning given them as set forth adjacent to each
term.
(a) "Property": (Address) 5744 Old U. S. Highway 52 in Welcome, NC containing 1.38 + / - acres, as shown on
Exhibit 'A'
Plat Reference: Lot(s) Block or Section , as shown on Plat Book or Slide at Page(s)
County,consisting of acres.
❑ If this box is checked, "Property" shall mean that property described on Exhibit A attached hereto and incorporated
herewith by reference,
(For information purposes: (i)the tax parcel number of the Property is: 6728—02—75- 8803
; and, (ii) some or all of the Property, consisting of approximately acres, is described in Deed
Book 2197 ,Page No. 1803 , Davidson County.)
together with all buildings and improvements thereon and all fixtures and appurtenances thereto and all personal property, if any,
itemized on Exhibit A.
(b) "Purchase Price" shall mean the sum of
Dollars,
payable on the following terms:
$_ (i)"Earnest Money"shall mean Dollars
or terms as follows: to be delivered to Escrow Agent within five(5)days of Contract Date
The Earnest Money shall be deposited in escrow with Allman Spry Davis Leggett & Crumpler,
P.A. (name of person/entity with whom deposited-"Escrow Agent")within five(5)calendar days
of the Contract Date, 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. Should Buyer fail to deliver the
Earnest Money by the date required hereunder, or should any check or other funds paid by Buyer be
dishonored, for any reason, by the institution upon which the payment is drawn, Buyer shall have one (1)
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This form jointly approved by: STANDARD FORM 580-T
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; North Carolina Bar Association Revised 7/2020
North Carolina Association of REALTORS®,In _ ©7/2021
REALTOR® ,
Buyer Initials '�/ Seller Initials 06/04/23
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banking day after written notice of such dishonor to deliver cash, official bank check, wire transfer or
electronic transfer to the Escrow Agent. If Buyer fails to deliver the required funds within one (1)banking
day after written notice, then Seller may terminate this Agreement by written notice to Buyer at any time
thereafter,provided Seller has not then received acknowledgement by Escrow Agent of its receipt of funds
from Buyer. If the Escrow Agent has not delivered to the Seller the acknowledgement of Earnest Money
on the last page of this Agreement by the calendar day following the date the Earnest Money is required to
be delivered hereunder,it shall be presumed that the Earnest Money was not delivered by the required time
(unless, upon the written request of Seller, Escrow Agent can provide proof of its receipt of the Earnest
Money by the required time).Buyer and Seller consent to the disclosure by the Escrow Agent,to the parties
to this Agreement, the Broker(s) and any Buyer lender, of any material facts pertaining to the Earnest
Money.
❑x ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE
PLACED IN AN INTEREST BEARING TRUST ACCOUNT,AND: (check only ONE box)
❑x 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: )
❑ 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) 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 terms 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.)
$ (iii) Cash, balance of Purchase Price, at Closing in the amount of
Dollars.
Buyer,at Buyer's expense, shall be entitled to pursue qualification for and approval of any loan Buyer intends to obtain in connection
with the transaction contemplated by this Agreement. (Note: Buyer's obligations under this Agreement are not conditioned upon
obtaining or closing any loan. Therefore, Buyer is advised to consult with Buyer's lender prior to signing this offer to assure
that the Examination Period allows sufficient time for Buyer's lender to provide Buyer sufficient information to decide
whether to proceed with or terminate the transaction.)
(c) "Closing"shall mean the date of completion of the process detailed in Section 11 of this Agreement. Closing shall
occur on or before the thirtieth(30th)day after the 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 the date which is
Ninety(90)days after the Contract Date.Buyer shall have the time to review all due diligence items and conduct
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a physical inspection of the Property. During this time Buyer may undertake action to determine if Property may be
subdivided and that Property is suitable for Buyer's intended use as a singe use retail building/ i (the
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"Intended Use") at Buyer's sole cost. Seller agrees it shall cooperate with Buyer, without additional expense todostioopmveEffe
Seller, to enable Buyer to apply for all such permits and approvals and Seller agrees it will timely review and
execute such reasonable authorizations required for the Buyer's application and approval process for the Intended
Use. Should the subdivision/permitting determination process extend beyond the Examination Period and if Buyer
has submitted materials to the regulating authority in a timely manner and is waiting on a response from the
regulating authority,then the Buyer may extend the Examination Period for an additional 60 day period or until such
determination has been settled by the regulating authority, whichever is sooner. Should Buyer exercise the 60 day
extension then an additional Five Thousand and 00/ 100($5,000.00)dollar non—refundable Earnest Money will be
paid directly to Seller, but applicable to the Purchase Price at Closing. Seller agrees to reasonably cooperate with
Buyer in its efforts to survey and undertake due diligence, including any special use approvals required by any
regulating authority, but shall not do so at any additional cost to Seller. Seller shall make available to Buyer any
survey, environmental reports, lease and any other relevant document in Seller's possession. Closing shall be
contingent on Seller establishing a cross-access easement over Seller's adjacent property for the benefit of the
Property to have vehicular and pedestrian access between the Property and Old U.S. Highway 52. TIME IS OF
THE ESSENCE AS TO THE EXAMINATION PERIOD.
(f) "Broker(s)"shall mean:
Coldwell Banker Commercial ("Listing Agency"),
Scotty Beal ("Listing Agent"—License# 278359 )
Acting as: ❑x Seller's Agent; ❑ Dual Agent
and Chesson Agency ("Selling Agency"),
Charles Thomas ("Selling Agent"-License#261478)
Acting as: ❑x Buyer's Agent; ❑ Seller's(Sub)Agent; ❑ Dual Agent
(g) "Seller's Notice Address"shall be as follows:
Salt Creek, LLC
352 James Road
Clemmons,NC 27012
e-mail address: [e-mail] and [e-mail] fax number:
except as same may be changed pursuant to Section 12.
(h) "Buyer's Notice Address"shall be as follows:
Cedar Run Capital, LLC—C/0 Charles A. Thomas _2405 Nash Street NW Ste. F—Wilson,
NC 27896
e-mail address: [e-mail] and [e-mail] fax number:
except as same may be changed pursuant to Section 12.
❑ (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.)
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❑ (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.
❑ (k) If this block is marked, additional terms of this Agreement are set forth on the Back Up Agreement Addendum
(Form 581A-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, if any, shall be prorated as of the date of Closing,with
Buyer being deemed the owner of the Property effective as of 12:01 a.m. on 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, any fees required for confirming Seller's account
payment information on owners' association dues or assessments for payment or proration; any fees imposed by an owners'
association and/or a management company as agent of the owners' association in connection with the transaction contemplated by this
Agreement other than those fees required to be paid by Buyer in this Section 3 below, and the following: None.
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, charges required by an owners' association declaration to be paid by Buyer for Buyer's
future use and enjoyment of the Property,including,without limitation,working capital contributions,membership fees,or charges for
Buyer's use of the common elements and/or services provided to Buyer, any costs or charges for determining restrictive covenant
compliance,and the following: All other costs and expenses related to the Closing and Buyer's acquisition of the Property which are
not specifically identified as Seller's obligation under this Agreement.
Each party shall pay its own attorney's fees.
Section 4. Deliveries: Seller agrees to deliver to Buyer, as 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. Buyer acknowledges and
accepts that all documents,materials,and information provided by Seller pursuant to this Section 4 will be delivered as a courtesy only,
and without any warranty or representation as to the accuracy, completeness, or validity of the same. Seller authorizes(1) 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,then Buyer shall return to Seller all hard copy materials delivered by Seller to Buyer pursuant to
this Section 4(or Section 7,if applicable),if any,and shall,upon Seller's request(but only if Seller is not in default),following release of
the Earnest Money, 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,without any warranty or representation by Buyer as to the contents, accuracy or correctness thereof. Notwithstanding the above
provisions regarding delivery and return of information and documentation, should there exist a separate non-disclosure,
confidentiality,or similar agreement between Buyer and Seller,the terms of which conflict with this provision insofar as delivery and
return of information and documentation,then the terms of such non-disclosure, confidentiality, or similar agreement shall control as
to the delivery and return of information and documentation.
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) all building, environmental, and zoning ordinances, codes,
and regulations affecting the Property, (b) Leases (as defined in Section 7, if applicable) (c) specific instruments on the public record
at the Contract Date agreed to by Buyer(not objected to or otherwise waived by Buyer prior to the end of the Examination Period in
accordance with Section 6(a)below), which specific instruments shall be enumerated in the deed referenced in Section 11, (d) taxes
and assessments, whether general or special, and any lien arising therefrom,which are not due and payable as of the date of Closing,
(e) any matters which an accurate survey and physical inspection of the Property would disclose, (f)private or public use restrictions,
(g) all matters or claims arising out of any act of Buyer or its agents, employees or representatives (items 5(a) through 5(f) 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) after the Contract Date without
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the prior written consent of Buyer,which consent shall not be unreasonably withheld,conditioned or delayed.
Section 6. Conditions: The rights and obligations of the parties under this Agreement are hereby made expressly subject to the
following conditions:
(a) Title Examination: 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. In the event that such title examination shall show that Seller's title is not fee
simple insurable, subject only to Permitted 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(or elects not to) cure the defects or objections within ten(10) days of notice thereof("Seller's Cure Period"), or if
Seller does not provide written assurance within the Seller's Cure Period that such defects or objections will be cured at or prior to the
date of Closing, then Buyer may either: (i) accept a conveyance of the Property subject to the Permitted Exceptions and all matters
objected to by Buyer that Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (ii) terminate this
Agreement by sending written notice thereof to Seller within five(5)business days after the expiration of Seller's Cure Period,receive
a return of all Earnest Money(notwithstanding that the Examination Period may have expired),and thereafter neither party hereto will
have any further rights,obligations or liabilities hereunder except with regard to any breach or default existing as of that date or to the
extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Buyer fails to send
written notice to Seller within such five (5)business day period, Buyer shall be deemed to have elected to proceed as set forth in(i)
above. 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.
(b) 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.
(c) Inspections: Buyer, its agents or representatives, at Buyer's expense and at reasonable times during normal 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(which approval,or the withholding thereof, shall be in Seller's sole discretion) 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 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 and its agents or representatives in exercising its rights under this
Section 6(c)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(b) 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):
❑x If this box is checked, Seller affirmatively represents and warrants that there are no Leases (as hereinafter defined)
affecting the Property.
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.
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(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 form and content acceptable to Buyer (with tenant's 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 work diligently to obtain any tenant signatures on any estoppel certificates in such form as Buyer
may reasonably request and to work diligently to obtain any subordination,nondisturbance and attornment agreements in such form as
Buyer may reasonably request.
Section 8.Environmental:Intentionally omitted.
Section 9. Risk of Loss/Damage/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.
Section 10.Earnest Money Disbursement: In the event of breach of this Agreement by Seller, Buyer shall give Seller written notice
of the breach, and if Seller shall fail to cure such breach within ten (10) days after receipt of Buyer's written notice thereof(the
"Seller's Cure Period"),Buyer shall have the right,as Buyer's sole and exclusive remedy,to either : (i)terminate this Agreement and
receive a return of the Earnest Money,and the parties hereto shall have no further rights,obligations or liabilities with respect to each
other hereunder(except for the indemnity obligations hereunder which shall survive such termination); or(ii)commence an action for
specific performance to compel the conveyance of the Property by Seller in compliance with the terms and conditions of this
Agreement. Notwithstanding the foregoing, if the remedy of specific performance is unavailable to Purchaser as a result of any
intentional action taken by Seller and Buyer terminates this Agreement as a result thereof, Seller shall reimburse Buyer for Buyer's
actual out-of-pocket costs and expenses (including reasonable attorneys' fees) related to the negotiation of this Agreement and
Buyer's due diligence investigations, as evidenced by proper invoices therefor, but in any event not to exceed Twenty Thousand and
00/100 Dollars ($20,000.00) in the aggregate. In the event of breach of this Agreement by Buyer,the Earnest Money shall be paid to
Seller as liquidated damages and as Seller's sole and exclusive remedy for such breach, but without limiting Seller's rights under
Section 6(c) or Section 22 of this Agreement. It is acknowledged by the parties that payment of the Earnest Money to Seller in the
event of a breach of this Agreement by Buyer is compensatory and not punitive, such amount being a reasonable estimation of the
actual loss that Seller would incur as a result of such breach.The payment of the Earnest Money to Seller shall not constitute a penalty
or forfeiture but actual compensation for Seller's anticipated loss,both parties acknowledging the difficulty determining Seller's actual
damages for such breach.
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
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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 any 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 personalty 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.
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) at such time as the sender
performs the final act to send such transmission, in a form capable of being processed by the receiving parry's system, to any
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.
Any period during which any act is required to be performed under this Agreement including, without limitation, the providing of
notice, which ends on any date which is a Saturday, Sunday or federal holiday shall be automatically extended to the next Business
Day. A"Business Day"shall be any day which is not a Saturday,Sunday or federal holiday.
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.
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 notice given in accordance with 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/Assessments: As of the Contract Date, Seller has not received written notice of any (i)
condemnation(s)affecting or contemplated with respect to the Property;(ii)actions,suits or proceedings pending or threatened against
the Property; or(iii) proposed 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.
Note: For purposes of this Agreement: (i) a "special assessment" is defined as a charge against the Property by a governmental
authority in addition to ad valorem taxes and recurring governmental service fees levied with such taxes,or by an owners' association
in addition to any regular assessment (dues), either of which may be a lien against the Property; a special assessment may be either
pending or confirmed; (ii) .a"confirmed" 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, at the time of Closing, it is payable in a lump sum or future
installments; (iii) a "pending" special assessment is defined as an assessment that is under formal consideration by a governmental
agency or an owners' association but which has not been approved prior to Closing. Seller shall pay, in full at Closing, all confirmed
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governmental or association special assessments, provided that the amount thereof can be reasonably determined or estimated. The
payment of such determined or estimated amount shall be the final payment between Buyer and Seller as to any confirmed special
assessments. If the amount of any special assessment cannot be reasonably determined or estimated, the special assessment shall be
deemed a pending special assessment. Buyer shall take title subject to all pending special assessments disclosed by Seller herein, if
any.
(b) Compliance: To Seller's actual knowledge (but without investigation or obligation to investigate, and except as
otherwise disclosed in any documents,materials, and information delivered by Seller pursuant to Section 4 above), (i) Seller is not in
violation of any applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to or affecting the Property; (ii)
performance 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 against the Property.
(c) Owners'Association: If the Property is subject to regulation by an owners' association,Seller shall deliver the following
information to Buyer pursuant to Section 4 as if the same were listed therein (or Seller shall state that Seller does not have same in
their possession or that such item is not applicable): (i) the name of the owners' association; (ii) the amount of regular as sessments
(dues); (iii) the name, address and telephone number of the president of the owners' association or of the association manager or
management company; (iv) the owners' association website address; (v) the Seller's statement of account; (vi) the master insurance
policy showing the coverage provided and the deductible amount; (vii) copies of any Declaration and/or Restrictive Covenants; (viii)
the Rules and Regulations,(ix)the Articles of Incorporation and Bylaws of the owners' association;(x)the current financial statement
and budget of the owners' association; (xi) the parking restrictions and information; and (xii) the architectural guidelines. Seller
authorizes and directs any owners' association,any management company of the owners' association,any insurance company and any
attorney who has previously represented the Seller to release to Buyer, Buyer's agents, representative, closing attorney or lender true
and accurate copies of the foregoing items affecting the Property,including any amendments thereto.
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 and at Buyer's sole cost and expense, execute, acknowledge and deliver to Buyer such other documents
and instruments which are reasonably acceptable to Seller in form and substance, 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.
Buyer expressly understands, acknowledges, and accepts that the Property is being offered and sold by the Seller in"as is, where is,
and with all faults" condition, and, except as otherwise expressly set forth in this Agreement and in the deed at Closing, with
absolutely no representations or warranties of any kind,express or implied;including,without limitation,warranty as to:the condition
of the land; the habitability or condition of any buildings or improvements; the status, operability or condition of any personal
property or any fixtures, equipment, machinery, plumbing, electrical, mechanical, hydraulics, or any other systems or apparatus
installed on or serving the Property;the status of title;the suitability or fitness of the Property for any particular use; income potential;
operating expenses; marketability; compliance with any zoning ordinances or any other laws, rules, and regulations; or any
environmental matters, including, but not limited to, the absence or presence of hazardous materials or hazardous waste. Buyer
acknowledges: (i) that Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of
the physical, environmental, economic, and legal condition of the Property and(ii) that Buyer has not relied in any manner upon any
statements by Seller or any agent of Seller,or upon any of Seller's documents,materials,or other information.
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: Buyer may only assign this Agreement without Seller's prior consent to an entity owned or controlled by
Buyer(a"Permitted Assignment"). Buyer must deliver written notice of any Permitted Assignment to Seller at least five (5)business
days prior to Closing, and the original Buyer named in this Agreement shall remain liable for the full performance of all of Buyer's
obligations hereunder through and after the date of Closing.
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. Intentionally deleted.
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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.
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 under 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 from 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
Cedar Run Capital,LLC
am of Entity) (Name of Entity)
By:4 By: Salt Creek,LLC
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altName: G.Barnes Boykin Name: F � J0 BQ-BC/04/23 7-F PM EDT
Title: Managing Member Title:
Date: 06/01 /2023 Date:
WIRE FRAUD WARNING
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To Buyers: Before sending any wire, you should call the closing agent's office to verify the instructions. If you receive wiring
instructions for a different bank,branch location, account name or account number,they should be presumed fraudulent. Do not send
any funds and contact the closing agent's office immediately.
To Sellers: If your proceeds will be wired,it is recommended that you provide wiring instructions at closing in writing in the presence
of the closing agent. If you are unable to attend closing, you may be required to send an original notarized directive to the closing
agent's office containing the wiring instructions. This directive may be sent with the deed, lien waiver and tax forms if those
documents are being prepared for you by the closing agent. At a minimum,you should call the closing agent's office to provide the
wire instructions. The wire instructions should be verified over the telephone via a call to you initiated by the closing agent's office to
ensure that they are not from a fraudulent source.
Whether you are a buyer or a seller,you should call the closing agent's office at a number that is independently obtained. To ensure
that your contact is legitimate, you should not rely on a phone number in an email from the closing agent's office, your real estate
agent or anyone else.
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.
Allman S. Davis Leggett&Crum.ler P.A.
(Name of Escrow Agent)
Date: By:
Scott T.Horn
Escrow Agent's contact/notice information is as follows:
380 Knollwood Street,Suite 700,Winston-Salem,NC 27103
e-mail address: shorn@a,allmanspry.com fax number: [phone]
except as same may be changed pursuant to Section 12.
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