21002_Eagle Island_Purchase Sale Agreement_20160824

[DRAFT WCSR 8/24/16]

WCSR 36854350v3
REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of
the Effective Date (as defined below), between BURGESS CORPORATION, a North Carolina
corporation ("Buyer"), and S & G PRESTRESS COMPANY, LLC, a Delaware limited liability
company, and ARUNDEL COMPANY, LLC, a Delaware limited liability company (collectively,
"Seller"). The “Effective Date” of this Agreement means, when this Agreement is fully
executed, the date on which the last Party (as defined below) to sign this Agreement executed
the Agreement. “Party” shall mean Buyer or Seller individually; and “Parties” shall refer
collectively to Buyer and Seller.
BACKGROUND
Buyer wishes to purchase from Seller certain unimproved property located on Battleship
Road in Brunswick County, North Carolina, consisting of a total of approximately 22 acres, as
more particularly described on Exhibit A attached hereto (the “Property”).
NOW THEREFORE, in consideration of the mutual agreements herein, and other good
and valuable consideration, including the sum of Ten Dollars ($10.00) paid to Seller by Buyer,
the receipt and sufficiency of which is hereby acknowledged, Seller agrees to sell the Property
to Buyer and Buyer agrees to purchase the Property from Seller, on and subject to the following
terms and conditions:
1. SALE OF PROPERTY; PURCHASE PRICE AND PAYMENT
1.1 Sale of Property. Seller agrees to sell, transfer and assign and Buyer agrees to
purchase, accept and assume, subject to the terms and conditions set forth in this Agreement,
all of Seller’s right, title and interest in and to the Property.
1.2 Purchase Price; Payment. The total purchase price for the Property shall be Six
Hundred Eighty Thousand and 00/100 Dollars ($680,000.00) (the “Purchase Price”). The
Purchase Price, as adjusted to reflect credits, prorations and other adjustments provided for in
this Agreement, shall be paid by Buyer to Seller in cash at Closing (as defined below), in
currency of the United States of America, by wire transfer of immediately available funds at
Closing to an account designated by Seller.
1.3 Earnest Money Deposit. An earnest money deposit in the amount of Three
Hundred Forty Thousand and 00/100 Dollars ($340,000.00) (the “Earnest Money Deposit”) shall
be paid by Buyer in cash in currency of the United States of America, by wire transfer of
immediately available funds to the account of Seller, within three (3) business days after the
Effective Date, using the wire instructions attached hereto as Exhibit C; if such amount is not
paid to Seller within the time provided, Seller may terminate this Agreement by written notice
to Buyer. Except as otherwise provided in this Agreement, the Earnest Money Deposit shall be
applied to the Purchase Price at Closing. The Earnest Money Deposit shall be nonrefundable to
Buyer except as provided in Section 7.1 as a result of a default by Seller hereunder.

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1.4 Prorations. Ad valorem real property taxes and other items customarily prorated
between buyer and seller in real estate transactions of this kind shall be prorated as of midnight
of the day preceding the Closing Date (as defined below).
1.5 Closing Costs.
(a) Seller shall pay:
(1) Applicable state transfer taxes on the Deed (as defined herein);
and
(2) Seller's attorneys' fees.
(b) Buyer shall pay:
(1) The costs of recording the Deed;
(2) Buyer's attorneys' fees;
(3) All costs of Buyer’s inspection and due diligence investigation with
respect to the Property, including, without limitation, any title
search, title commitment, title policy or survey performed for
Buyer;
(4) All costs to comply with Section 8.4 herein; and
(5) All Buyer’s financing costs, if any.
2. INSPECTION PERIOD AND CLOSING
2.1 Inspection Period. Buyer shall have an Inspection Period which begins on the
next business day following the Effective Date and ends at midnight on the forty-fifth (45th) day
thereafter (such period being referred to herein as the “Inspection Period”). During the
Inspection Period, Buyer shall have the right, subject to the limitations set forth herein, to
physically inspect the Property and to conduct its due diligence investigation with respect to
the Property. Upon prior notice to Seller, Buyer and Buyer’s officers, employees, consultants,
attorneys and other authorized representatives, shall have the right to reasonable access to the
Property during customary business hours during the Inspection Period for the purpose of
inspecting the Property and otherwise conducting its due diligence review of the Property.
However, in no event shall the Buyer conduct or cause or permit to be conducted any Phase II
testing, i.e. any intrusive soil or groundwater sampling, on the Property or any portion
thereof prior to the Closing Date. All information provided by or on behalf of Seller to Buyer
or obtained by or on behalf of Buyer relating to the Property in the course of Buyer’s permitted
review, including, without limitation, any assessment, study, report, audit or test results, shall
be treated as confidential information by Buyer and Buyer shall instruct all of its employees,

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agents, representatives and contractors as to the confidentiality of all such information,
provided that Buyer may make disclosures required by law. Buyer hereby agrees to indemnify
and hold harmless Seller and its affiliates and their respective agents, employees, officers and
directors, from any damages, liabilities or claims for property damage or personal injury and
mechanics or construction liens caused or created by Buyer and its agents, contractors and
other authorized representatives in the conduct of such inspections and investigations, other
than pre-existing conditions merely discovered by Buyer or its agents, contractors or other
authorized representatives. In addition to (and not in lieu of) the foregoing indemnity, prior to
any entry onto the Property by Buyer or its consultants, agents or other authorized
representatives, Buyer shall provide Seller with evidence of compliance with the insurance
provisions on Exhibit B attached hereto. The indemnities contained in this Section 2.1 shall
survive the Closing or the termination of this Agreement.

2.2 Buyer’s Termination Right. At any time prior to the end of the Inspection Period,
Buyer may, in its sole discretion, for any reason or for no reason, terminate this Agreement, by
giving written notice to Seller prior to the end of the Inspection Period. If Buyer terminates this
Agreement prior to the end of the Inspection Period, Buyer shall deliver to Seller within five (5)
days after such termination: (i) all due diligence material previously given to Buyer by or on
behalf of Seller; and (ii) copies of all additional surveys, engineering drawings, studies, reports,
applications for development rights and permits, and other materials relating to the
investigation of the Property or the application for development rights and permits prepared or
obtained by or on behalf of Buyer (all of the items included in the foregoing clause (i) and
clause (ii) being collectively referred to in this Agreement as “Investigation Material”), together
with an assignment to Seller of Buyer’s rights with respect to the Investigation Material. If
such written notice of termination is timely given, and if the Investigation Material is timely
delivered to Seller, this Agreement and all rights, duties and obligations of Buyer and Seller
hereunder (except any which expressly survive termination) shall terminate. If such notice is
not timely given, or if Buyer does not timely deliver the Investigation Material, Buyer’s right to
terminate this Agreement pursuant to this Section 2.2 shall terminate at the end of the
Inspection Period. If Buyer terminates this Agreement after the expiration of the Inspection
Period for any reason other than solely as a result of Seller’s default, then, subject to Section
7.2, Buyer shall deliver the Investigation Material, and an assignment of Buyer’s rights with
respect to the Investigation Material, to Seller within five (5) days after such termination. The
obligation of Buyer to deliver the Investigation Material to Seller upon termination of this
Agreement shall survive termination of this Agreement.
2.3 Time and Place of Closing. The conveyance of the Property from Seller to Buyer
in exchange for the payment of the Purchase Price by Buyer to Seller and the consummation of
the transaction which is the subject of this Agreement (the “Closing”) shall take place no later
than ten (10) days following the expiration of the Inspection Period (the “Closing Date”).

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3. WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER AND BUYER
3.1 Seller covenants, warrants and represents the following as of the date of this
Agreement and as of the Closing:
(a) Due Authorization. Seller represents that it has full power and authority
to execute and deliver this Agreement and all other documents executed and delivered or to be
executed and delivered by it in connection with the transaction described herein, and to
perform all its obligations arising under this Agreement and such other documents. The person
executing this Agreement and such other documents on behalf of Seller has authority to bind
Seller hereunder and thereunder.
(b) Eminent Domain/Condemnation. No condemnation or eminent domain
proceedings are now pending or to the best of Seller’s knowledge threatened concerning the
Property.
(c) Foreign Investment and Real Property Tax Act. Seller is not a "foreign
person" within the meaning of Section 1445 of the Internal Revenue Code. At Closing, Seller
will execute and deliver to Buyer an affidavit regarding such matters.
3.2 Buyer covenants, warrants and represents the following as of the date of this
Agreement and as of the Closing:
(a) Due Authorization. Buyer represents that it has full power and authority
to execute and deliver this Agreement and all other documents executed and delivered or to be
executed and delivered by it in connection with the transaction described herein, and to
perform all its obligations arising under this Agreement and such other documents. The person
executing this Agreement and such other documents on behalf of Buyer has authority to bind
Buyer hereunder and thereunder.
(b) No Conflicts/Third Party Consents. Neither the execution and delivery of
this Agreement by Buyer nor the consummation by Buyer of the transactions contemplated
hereby will (a) conflict with or breach any provision of the organizational documents of Buyer;
(b) violate or breach any provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under, any note, bond, mortgage, indenture,
deed of trust, license, franchise, permit, lease, contract, agreement or other instrument,
commitment or obligation to which Buyer is a party; or (c) violate any order, writ, injunction,
decree, judgment, statute, law or ruling of any court or governmental authority applicable to
Buyer. Subject to Section 8.4, the execution and consummation of this Agreement does not
require Buyer to file or register with, notify, or obtain any permit, authorization, consent, or
approval of, any governmental or regulatory authority or any other third party.
4. POSSESSION; RISK OF LOSS

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4.1 Possession. Possession of the Property will be transferred to Buyer at the
conclusion of the Closing.
4.2 Risk of Loss. Subject to Section 2.1, all risk of loss to the Property shall remain
upon Seller until the conclusion of the Closing. If, before Closing, any material portion of the
Property is damaged by casualty, or if any material portion of the Property is taken or
threatened by eminent domain, Seller shall, within ten (10) days of such damage or taking,
notify Buyer thereof and Buyer shall have the option to:
(a) terminate this Agreement upon written notice to Seller given within ten
(10) business days after such notice from Seller; or
(b) proceed with the purchase of the Property in accordance with the terms
of this Agreement, in which event Seller shall assign to Buyer all Seller's right, title and interest
in all amounts due or collected by Seller under applicable insurance policies (if any) or as
condemnation awards. If there are insurance proceeds payable to Buyer, the Purchase Price
shall be reduced by the amount of any insurance deductible to the extent it reduces the
insurance proceeds payable under any applicable policy of insurance.
4.3 USA Patriot Act.
(a) None of the funds to be used for payment by Buyer of the Purchase Price
will be subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-
986 (Federal Asset Forfeiture), 18 U.S.C. §§ 881 (Drug Property Seizure), Executive Order
Number 13224 on Terrorism Financing, effective September 24, 2001, or the United and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the “US Patriot Act”).
(b) Buyer is not, and will not become, a person or entity with whom U.S.
persons are restricted from doing business with under the regulations of the Office of Foreign
Asset Control (“OFAC”) of the Department of Treasury (including those named on OFAC’s
Specially Designed and Blocked Persons list) or under any statute, executive order (including
the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism), the USA Patriot Act, or other
governmental action.
5. TITLE MATTERS
Buyer will have until the thirtieth (30th) day following the Effective Date to notify Seller
in writing of any conditions, defects or other title objections related to the Property (the “Title
Objections”) which are not acceptable to Buyer. Seller shall have the right, but shall have no
obligation, to cure any Title Objections by the end of the Inspection Period. If Buyer notifies
Seller in writing of any Title Objections and such Title Objections are not cured within said
period, Buyer may, as its sole and exclusive remedy, either (i) refuse to purchase the Property
and terminate this Agreement by written notice to Seller on or before the expiration of the

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Inspection Period; or (ii) waive such Title Objection(s) and close the purchase of the Property in
accordance with the other terms of this Agreement without reduction of the Purchase Price.
Notwithstanding the foregoing, if Buyer fails to notify Seller of termination of this Agreement as
provided in clause (i) above, Buyer shall be deemed to have elected to purchase the Property
pursuant to clause (ii) above. Notwithstanding the foregoing, Seller agrees that it shall satisfy,
at or before Closing, any mortgages, mechanics liens or monetary judgments which were
created by or through Seller, and liens for real estate taxes for any year during which Seller
owned the Property prior to the year in which Closing occurs.
6. CONDITIONS PRECEDENT
6.1 Conditions Precedent to Buyer's Obligations. The obligations of Buyer under this
Agreement are subject to satisfaction or written waiver by Buyer of each of the following
conditions or requirements on or before the Closing Date:
(a) Buyer shall have received the following:
(1) A special warranty deed in proper form for recording, duly
executed, witnessed and acknowledged, to convey the fee simple title to the Property to Buyer,
subject only to the exceptions deemed permitted in accordance with the procedure described in
Section 5 (the “Deed”);
(2) An owner's affidavit (sufficient to remove the standard exception
for mechanics liens), non-foreign affidavit and such further instruments of conveyance, transfer
and assignment and other documents as may customarily and reasonably be required by the
title insurance company issuing the Title Commitment in order to effectuate the provisions of
this Agreement and the consummation of the transactions contemplated herein.
6.2 Conditions Precedent to Seller's Obligations. The obligations of Seller under this
Agreement are subject to Buyer having delivered to Seller at or prior to the Closing the
Purchase Price and such other documents as Seller or the title insurance company may
reasonably request to effect the transactions contemplated by this Agreement, including,
without limitation, resolutions from Buyer’s board of directors evidencing the authority of the
appropriate officers to sign on behalf of Buyer.
7. BREACH; REMEDIES
7.1 Default by Seller. In the event of a default by Seller and the failure of Seller to
cure such default within ten (10) business days after written notice from Buyer, Buyer may, at
Buyer's election, either (i) terminate this Agreement by written notice to Seller and receive a
return of the Earnest Money Deposit, and the Parties shall have no further rights or obligations
under this Agreement (except such as are specifically designated herein to survive termination
of this Agreement); (ii) pursue the remedy of specific performance; provided however that such
suit for specific performance must be filed within sixty (60) days after the date scheduled for
Closing; or (iii) waive such default and close the purchase contemplated hereby,

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notwithstanding such default. The foregoing shall be Buyer’s sole remedies for Seller’s default,
and Buyer specifically waives any right to recover damages of any kind against Seller hereunder.
7.2 Default by Buyer. In the event of a default by Buyer prior to Closing and the
failure of Buyer to cure such breach prior to Closing, Seller's sole legal and equitable remedy
shall be to terminate this Agreement and retain Buyer's Earnest Money Deposit as AGREED
LIQUIDATED DAMAGES for such default (the parties agreeing that in the event of such default
the actual damages suffered by Seller will be impossible to ascertain), and upon payment in full
to Seller of such Earnest Money Deposit, the Parties shall have no further rights, claims,
liabilities or obligations under this Agreement (except such as are specifically designated herein
to survive termination of this Agreement).
After Closing, Seller may enforce Buyer’s obligations under this Agreement (including, without
limitation, those obligations of Buyer contained in Section 8) by any remedy available under
applicable law, contract or equity, including specific performance.
8. PROPERTY CONDITION; ENVIRONMENTAL MATTERS; PROPERTY USE
8.1 Disclaimer. EXCEPT FOR THE WARRANTIES AND REPRESENTATIONS EXPRESSLY
SET FORTH IN THIS AGREEMENT OR IN THE DEED AT CLOSING, BUYER ACKNOWLEDGES AND
AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED,
ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO
(A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE
PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH BUYER OR ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE
PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY
APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY,
(F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED
INTO THE PROPERTY, OR (G) COMPLIANCE WITH ANY ENVIRONMENTAL REQUIREMENTS (AS
DEFINED IN SECTION 8.3) OR ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS,
RULES, REGULATIONS OR ORDERS, INCLUDING THE EXISTENCE IN, ON, UNDER OR
SURROUNDING THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED IN SECTION 8.2
BELOW) OR (H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY. ADDITIONALLY, NO
PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF
OF BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT,
STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE
TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY,
AGREEMENT, GUARANTY, STATEMENT OR PROMISE, IF ANY, MADE BY ANY PERSON ACTING ON
BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH
HEREIN. BUYER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY

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TO INSPECT THE PROPERTY, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE
PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY OR ON BEHALF
OF SELLER AND AGREES TO ACCEPT THE PROPERTY AT THE CLOSING AND WAIVE ALL
OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR
CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY
HAZARDOUS MATERIALS (AS DEFINED IN SECTION 8.2) ON, IN, UNDER OR SURROUNDING THE
PROPERTY. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION
PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A
VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION
OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE
ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE
OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR
INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY
ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON.
BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED
BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS”
CONDITION AND BASIS WITH ALL FAULTS. THE PROVISIONS OF THIS SECTION 8 SHALL SURVIVE
THE CLOSING OR ANY TERMINATION HEREOF.
8.2 Hazardous Materials. “Hazardous Materials” shall mean any substance which is
or contains (i) any “hazardous substance” as now or hereafter defined in §101(14) of the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended
(42 U.S.C. §9601 et seq.) (“CERCLA”) or any regulations promulgated under CERCLA; (ii) any
“hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act
(42 U.S.C. §6901 et seq.) (“RCRA”) or regulations promulgated under RCRA; (iii) any substance
regulated by the Toxic Substances Control Act (15 U.S.C. §2601 et seq.); (iv) gasoline, diesel
fuel, or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any
form, whether friable or non-friable; (vi) polychlorinated biphenyls; (vii) radon gas; (viii) any
additional substances, pollutants, contaminants or any other material which are now or
hereafter become regulated by any Environmental Requirement (as defined in Section 8.3 of
this Agreement) or the common law, or any other applicable laws relating to the Property.
Hazardous Materials shall include, without limitation, any substance, the presence of which on
the Property (A) requires reporting, investigation or remediation under Environmental
Requirements; (B) causes or threatens to cause a nuisance on the Property or adjacent property
or poses or threatens to pose a hazard to the health or safety of persons on the Property or
adjacent property, or (C) which, if it emanated or migrated from the Property, could constitute
a trespass.
8.3 Environmental Requirements. “Environmental Requirements” shall mean all
laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and
decrees, now or hereafter enacted, promulgated or amended or any common law relating to
pollution, the protection of human health, natural resources, or the environment (including,
without limitation, ambient air, surface water, ground water or land or soil).

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8.4 Post Closing Condition for Brownfields Eligibility Application/Agreement. Buyer
shall file an application with the North Carolina Department of Environmental Quality, Division
of Waste Management, Brownfields Program (“NC DEQ”) for entry of the Property into the
Redevelopment Now Brownfields Program, along with the required Redevelopment fee, on the
Closing Date and promptly provide to Seller a copy of the eligibility letter from NC DEQ
confirming acceptance into the Brownfields Program (the “Brownfields Eligibility”).

After receiving the Brownfields Eligibility, Buyer, at its own expense, shall enter into a
Brownfields Agreement with NC DEQ, in accordance with the Brownfields Reuse Act of 1997, as
set forth in N.C.G.S. §130A-310.30 et. seq., in form, content and all other respects satisfactory
to Seller. Buyer shall diligently undertake and use its best efforts to timely complete all
investigations and take any actions requested or required by NC DEQ necessary for execution of
the Brownfields Agreement; provided that such Brownfields Agreement shall be entered into
no later than one year after the date of Brownfields Eligibility (or earlier, if required by NC
DEQ). Buyer shall provide Seller with monthly reports on the status of the Brownfields process
and provide to Seller a copy of the draft Brownfields Agreement.

8.5 Environmental Provisions in Deed. The Deed shall contain the following
provisions:

By accepting this Deed, Grantee, on behalf of itself and each of its respective affiliates,
subsidiaries, agents, employees, officers, directors, representatives, contractors,
subcontractors, successors, assigns, purchasers, transferees, donees and tenants of
Grantee claiming by or through the Grantee (collectively, the “Grantee Parties”), hereby
expressly releases and forever discharges (to the extent it is within the power of the
Grantee to so release and discharge) Grantor and Grantor’s affiliates, subsidiaries,
agents, employees, officers, directors, representatives, contractors, subcontractors,
successors and assigns (collectively, the “Grantor Parties”) from any and all claims,
lawsuits, liabilities, obligations, penalties, causes of action, suits in equity or claims for
relief of whatever kind or nature, whether known or unknown, that the Grantee Parties
may have or which may hereafter be asserted or accrued against the Grantor Parties, or
any of them, by the Grantee Parties, resulting from or in any way relating to (a) the
environmental condition of the Property and (b) any federal, state or local law,
ordinance, zoning rule or regulation applicable to the Property and related to the
environment, health or safety, including without limitation the Comprehensive
Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601, et
seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.), any
so called “Superfund” or “Superlien” law, the Toxic Substances Control Act of 1976 (15
U.S.C. Section 2601 et seq.), the Clean Water Act (33 U.S.C. Section 1251 et seq.) and the
Clean Air Act (42 U.S.C. Section 7401 et seq.) (collectively, the “Environmental Release”).
Grantee and any subsequent transferee agrees to indemnify, defend and hold harmless
Grantor and the Grantor Parties from and against any and all claims, liabilities,
damages, losses, costs and expenses of any kind or nature whatsoever (including,

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without limitation, attorneys’ fees and expenses and court costs) that are caused by,
relate to, arise out of or result in connection with any environmental liabilities arising on
or otherwise relating to the Property (the “Environmental Indemnity”).

In addition, Grantee shall file an application with the North Carolina Department of
Environmental Quality, Division of Waste Management, Brownfields Program (“NC
DEQ”) for entry of the Property into the Redevelopment Now Brownfields Program,
along with the required Redevelopment Now fee, on the date of this Deed and promptly
provide to Grantor a copy of the eligibility letter from NC DEQ confirming acceptance
into the Brownfields Program (the “Brownfields Eligibility”). After receiving the
Brownfields Eligibility, Grantee, at its own expense, shall enter into a Brownfields
Agreement with NC DEQ, in accordance with the Brownfields Reuse Act of 1997, as set
forth in N.C.G.S. §130A-310.30 et. seq., in form, content and all other respects
satisfactory to Grantor. Grantee shall diligently undertake and use its best efforts to
timely complete all investigations and take any actions requested or required by NC DEQ
necessary for execution of the Brownfields Agreement; provided that such Brownfields
Agreement shall be entered into no later than one year after the date of Brownfields
Eligibility (or earlier, if required by NC DEQ). Grantee shall provide Grantor with monthly
reports on the status of the Brownfields process and provide to Grantor a copy of the
draft Brownfields Agreement. The requirements of this paragraph are collectively
referred to as the “Brownfields Requirement”).
The Environmental Release, the Environmental Indemnity and the Brownfields
Requirement shall be construed to be appurtenant to and run with the Property and shall
be binding upon any person or entity who may from time to time own, lease or
otherwise have an interest in the Property. Grantor may enforce such provisions by any
remedies available under applicable law, including without limitation, specific
performance.
8.6 Use Restriction in Deed. The Deed shall contain the following use restriction:
Neither the Property nor any portion thereof shall be used for the sale or distribution of
crushed stone or other construction aggregate at any time (the “Use Restriction”).
The Use Restriction shall be construed to be appurtenant to and run with the Property
and shall be binding upon any person or entity who may from time to time own, lease or
otherwise have an interest in the Property; however, the Use Restriction shall terminate
on December 31, 2066.
9. MISCELLANEOUS
9.1 Commissions. Seller and Buyer represent to each other that neither Seller (in the
case of Seller’s representation) nor Buyer (in the case of Buyer’s representation) has dealt with
nor does it have any knowledge of any broker or other person who has or may have any claim

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against Seller, Buyer or the Property for a brokerage commission, finder's fee or like payment
arising out of or in connection with this transaction. Each Party agrees to indemnify and hold
harmless the other from any other such claim for brokerage commission arising by, through or
under the indemnifying Party.
9.2 Notices. All notices and demands of any kind which either Party may be required
or may desire to serve upon the other Party in connection with this Agreement shall be in
writing, signed by the Party or its counsel identified below, and shall be served by personal
delivery with receipt acknowledged in writing, or overnight courier service, at the addresses set
forth below:
As to Seller: c/o Vulcan Materials Company
1200 Urban Center Drive
Birmingham, AL 35242
Attn: General Counsel

With a copy to:

and

c/o Vulcan Materials Company
10151 Deerwood Park Boulevard
Deerwood South, Building 100, Suite 120
Jacksonville, Florida 32256
Attention: Matt Arbuckle

Womble Carlyle Sandridge & Rice, LLP
One West Fourth Street
Winston-Salem, NC 27101
Attention: Scott A. Schaaf

As to Buyer: Burgess Corporation
[NEED ADDRESS]

With a copy to:

Any such notice or demand so served, shall constitute proper notice hereunder upon the date
of receipt (if personally delivered), or the date of receipt or refusal by the Party to whom it is
addressed (if delivery is by overnight courier service.)
9.3 Attorneys' Fees. In the event of any dispute, litigation or other proceeding
between the Parties hereto to enforce any of the provisions of this Agreement or any right of
either Party hereunder, the non-prevailing Party to such dispute, litigation or other proceeding
shall pay to the prevailing Party all costs and expenses, including reasonable attorneys' fees,
incurred at trial, on appeal, and in any arbitration, administrative or other proceedings, all of
which may be included in and as a part of the judgment rendered in such litigation. Any

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indemnity provisions herein shall include indemnification for such costs and fees. This section
shall survive the Closing or a prior termination hereof.
9.4 Time. Time is of the essence of this Agreement, provided that if any date upon
which some action, notice or response is required of any Party hereunder occurs on a weekend
or national holiday, such action, notice or response shall not be required until the next
succeeding business day.
9.5 Governing Law. This Agreement shall be governed by the laws of the State of
North Carolina.
9.6 Binding Agreement. Subject to the provisions of Section 9.8 below, the terms
and provisions of this Agreement shall be binding upon and shall inure to the benefit of the
respective heirs, successors and assigns of the Parties. No third parties, including any brokers
or creditors, shall be beneficiaries hereof or entitled to any rights or benefits hereunder.
9.7 Tax Deferred Exchange. Buyer and Seller each agree that the other Party shall
have the right to effectuate this transaction as a tax-deferred exchange in accordance with
Section 1031 of the Internal Revenue Code, and to assign its rights hereunder to a qualified
intermediary for the purpose of consummating such an exchange. Each Party agrees to
cooperate with the other as required for the other to effectuate an exchange, including
executing and delivering any and all documents required by the exchange trustee or qualified
intermediary to acknowledge notice of an assignment of this Agreement to such qualified
intermediary, provided however, that the cooperating Party shall not be required to incur any
cost or expense to effectuate the other Party’s exchange.

9.8 Successors and Assigns. Except as provided otherwise in Section 9.7 above,
Buyer may not assign, sell, convey or otherwise transfer any or all of its rights under this
Agreement without the prior written consent of Seller (which Seller may withhold in its sole
discretion). Any attempted assignment in violation of this section shall be void.
9.9 Waiver, Consent. This Agreement supersedes all prior agreements between the
Parties hereto with respect thereto. No claim of waiver, modification, consent or acquiescence
with respect to any of the provisions of this Agreement shall be made against either Party,
except on the basis of a written instrument executed by or on behalf of such Parties.
9.10 Severability. If any provision of this Agreement or the application thereto to any
person or circumstance shall be invalid or unenforceable to any extent, the remainder of this
Agreement and the application of such provisions to the other persons or circumstances shall
not be affected thereby and shall be enforced to the greatest extent permitted by law.
9.11 Counterparts and Facsimile. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed an original; such counterparts
together shall constitute the one agreement. In the event that any signature is delivered by

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facsimile transmission or other electronic means, such signature shall create a valid and binding
obligation of the Party whose signature is electronically transmitted, with the same force and
effect as if such signature page were an original.
9.12 Delay Not A Waiver. No failure or delay by a Party to exercise any right it may
have by reason of the default of the other Party shall operate as a waiver of default or
modification of this Agreement or shall prevent the exercise of any right by the first Party while
the other Party continues to be so in default.
9.13 Entire Agreement. This Agreement embodies the entire agreement between the
Parties relative to the subject matter hereof, and there are no oral or written agreements
between the Parties, nor any representations made by either Party relative to the subject
matter hereof, which are not expressly set forth herein.
9.14 Amendment. This Agreement may be amended only by a written instrument
executed by the Party or Parties to be bound thereby.
9.15 Headings. The captions and headings used in this Agreement are for
convenience only and do not in any way limit, amplify, or otherwise modify the provisions of
this Agreement.
9.16 No Recordation. Seller and Buyer hereby acknowledge that neither this
Agreement nor any memorandum or affidavit thereof shall be recorded of public record of the
county where the Property is located, or any other county. Should Buyer ever record or
attempt to record this Agreement, or a memorandum or affidavit thereof, or any other similar
document, then, notwithstanding anything herein to the contrary, said recordation or attempt
at recordation shall constitute a default by Buyer hereunder, and, in addition to the other
remedies provided for herein, Seller shall have the express right to terminate this Agreement by
filing a notice of said termination in the county in which the Property is located.
9.17 Anti-Merger Provision. The post-closing obligations of Buyer under this
Agreement shall not merge with the Deed and the other instruments executed at Closing and
shall survive Closing.
9.19 Jury Waiver. BUYER AND SELLER DO HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, OR UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE
DOCUMENTS DELIVERED BY BUYER AT CLOSING OR SELLER AT CLOSING, OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ANY
ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS
AGREEMENT OR THE PROPERTY (INCLUDING WITHOUT LIMITATION, ANY ACTION TO RESCIND
OR CANCEL THIS AGREEMENT OR ANY CLAIMS OR DEFENSES ASSERTING THAT THIS
AGREEMENT WAS FRAUDULETLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS
WAIVER IS A MATERIAL INDUCEMENT FOR SELLER TO ENTER INTO AND ACCEPT THIS

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AGREEMENT AND THE DOCUMENT DELIVERED BY BUYER AT CLOSING AND SHALL SURVIVE THE
CLOSING OR TERMINATION OF THIS AGREEMENT.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day
and year first above written.

BURGESS CORPORATION,
a North Carolina corporation

By:
Name:
Title:
Date:

"BUYER"

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S & G PRESTRESS COMPANY, LLC,
a Delaware limited liability company

By:
Name:
Title:
Date:

ARUNDEL COMPANY, LLC,
a Delaware limited liability company

By:
Name:
Title:
Date:

"SELLER"

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EXHIBIT A
Description of the Property

All those tracts or parcel of land located in Brunswick County, North Carolina being more
particularly described as follows:
TRACT 1: (Arundel Company, LLC)
BEGINNING at a nail in the centerline of Government Yard Road (S. R. #1300 (60.0-foot right of
way) said point being in the southern line of the formerly Hamme Marine Railway tract of land,
said point being also in the southern line of a tract of land conveyed to S & G Prestress
Company by deed recorded in Book 198, at Page 800 of the Brunswick County Registry. said
point being 1771 feet southwardly from Battleship Drive (S. R. #1352) as measured along the
centerline of said Government Yard Read; running thence from said beginning point. along the
southern line of said S & G Prestress Company tract of land, South 71 deg. 00 min. East 543.97
feet to an old square iron bar at the approximate high water line of the Cape Fear River at a
point North 71 deg. 00 min. West 45.8 feet from an old piling; running thence the same course
continued, South 71 deg. 00 min. East to the western channel of the Cape Fear River; running
thence along the western channel of the Cape Fear River in a southwardly direction, to a point
which is South 72 deg. 49 min. East from an iron pipe on the western edge of the Cape Fear
River in the northern line of a tract of land conveyed by J. V. Grainger to Tidewater Power
Company by deed recorded in Book 59 at Page 85 of the Brunswick County Registry; running
thence North 72 deg. 49 min. West to said iron pipe which is about 5 feet westwardly from the
approximate high water line of the Cape Fear River; running thence along the northern line of
said Tidewater Power Company tract of land, North 72 deg. 49 min. West 455.0 feet to a PK
nail in the centerline of aforementioned Government Yard Road (60.0-foot right of way);
running thence the same course continued, North 72 deg. 49 min. West 102.15 feet to an old
iron rod in concrete, the northwestern corner of said Tidewater Power Company tract of land;
running thence along the western line of said Tidewater Power Company tract of land South 17
deg. 11 min. West 206.35 feet to an iron pipe in the northern right of way line of U.S. Highways
17, 74 and 76 (164.0 feet from the centerline thereof); running thence along the northern right
of way line of said U. S. Highways, North 62 deg. 12 min. West 651.75 feet to an iron pipe, the
beginning of a curve to the right at the U. S. Highway 421 Exit; running thence around said
curve to the right, along the northeastern right of way line of said Highway 421 Exit (150.0 feet
from the centerline thereof) to an iron pipe in the southern line of aforementioned Hamme
Marine Railway Tract of Land, said point being the following courses and chord distances from
the preceding point: North 56 deg. 52 min. West 227.91 feet, North 47 deg. 35 min. West
180.78 feet, North 31 deg. 52 min. West 210.35 feet and North 15 deg. 20 min. West 115.88
feet to said iron pipe in the southern line of said Hamme Marine Railway Tract of Land; running
thence along the southern line of said Hamme Marine Railway Tract of Land South 71 deg. 00
min. East 1359.7 feet to the point of BEGINNING, containing 13.5 acres of land, more or less,
including the right of way of aforementioned Government Yard Road (0.34 acres, more or less)

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WCSR 36854350v3
and not including the area between the approximate high water line and the western channel
of the Cape Fear River, the same being a portion of the now or formerly J. V. Grainger Tract of
Land, together with and subject to the right of ingress and egress on and over said Government
Yard Road, subject also, to the right of ways of Carolina Power & Light Company (formerly
Tidewater Power Company) across said property.

TRACT 2: (S & G Prestress Company, LLC)
BEGINNING at a large cypress tree situated on the Western Bank of the Cape Fear River
opposite the centerline of Ann Street, Wilmington, North Carolina, said Beginning point being
marked by an old iron pipe at the North edge of said tree; thence North 71 degrees 0 minutes
West 701.89 feet to an iron pipe, said iron pipe marking the Northeast corner of a tract of land
conveyed to Jefferay Broadcasting Corporation by deed dated May 14, 1962, recorded in Book
162, Page 341, of the Office of the Register of Deeds of Brunswick County, North Carolina; and
running thence along the Eastern line of said Broadcasting Corporation property South 19
degrees 0 minutes West 300 feet to an iron pipe; thence North 71 degrees 0 minutes West
along the Southern boundary of said Broadcasting Corporation property 300 feet to an iron
pipe, thence South 19 degrees 0 minutes West to the Southernmost line of the old Hamme
Marine Railway, Inc. tract as shown on a survey prepared by Howard Loughlin dated November,
1961; thence South 71 degrees 0 minutes East along the said Southern boundary line of the old
Hamme Marine Railway, Inc. tract to an old piling on the Western edge of the Cape Fear River,
said old piling being located 45.80 feet from an old iron rod located on the highland of said
River Bank on the bearing aforesaid; thence along the Western channel of the Cape Fear River
Northwardly to a point in said Western channel that bears North 75 degrees 45 minutes East
234 feet from the beginning iron pipe; and thence North 75 degrees 45 minutes West 234 feet
to the point of BEGINNING, the same being the Eastern portion of the Hamme Maine Railway,
Inc. property as the same has been held and conveyed by numerous deeds registered in the
County of Brunswick, State of North Carolina; excluding herefrom the right-of-way of
Government Yard Road.

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WCSR 36854350v3
EXHIBIT B
Insurance Requirements

A. Workers’ Compensation & Employers Liability: Meeting North Carolina statutory
requirements

B. General Liability $1,000,000 per occurrence
$2,000,000 Aggregate

C. Automobile Liability (any auto) $1,000,000 CSL

NOTE:
Certificate of Insurance shall contain an endorsement (i) waiving subrogation against Seller
under the policies specified in (A) above, and (ii) designating Seller as an additional insured
under the policies specified in (B) and (C) above.

Insurance shall not be cancelled or materially changed without thirty (30) days advanced
written notice to Seller.

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EXHIBIT C
Wiring Instructions