SW3220306_Development Agreement_20220330

DocuSign Envelope ID: BBDA092A-2638-45B0-86BC-8D3935BD84C4
FIRST AMENDMENT TO
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
THIS FIRST AMENDMENT TO AGREEMENT FOR THE PURCHASE AND
SALE OF REAL PROPERTY (this "Amendment') is entered into and effective as of February
19, 2021, by and between LENNAR CAROLINAS, LLC, a Delaware limited liability company
(`Buyer") and WAXHAW VENTURES, LLC, a North Carolina limited liability company
("Seller").
RECITALS:
WHEREAS, Buyer and Seller entered into that certain Agreement for the Purchase and
Sale of Real Property with an Effective Date of November 4, 2020 (the "Agreement"); and
WHEREAS, Buyer and Seller desire to amend the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller
and Buyer hereby amend the Agreement as follows:
1. Recitals. The foregoing recitals of fact are agreed to be true and correct and are
incorporated herein by reference.
2. Defined Terms. All defined terms used herein shall have the same meanings ascribed to
them in the Agreement unless the context of this Amendment shall provide otherwise.
3. Extension of Investigation Period. Section 4.01 of the Agreement is hereby amended to
extend the expiration of the Investigation Period to 11:59 p.m. on June 2, 2021.
4. Remainder of Agreement Unaffected. Except as expressly amended herein, the Agreement
shall remain unchanged and in full force and effect, and the parties hereby ratify and
confirm all terms of the Agreement as modified herein.
5. Counterparts. This Amendment may be executed in multiple counterparts, and when
assembled shall constitute one and the same instrument. The parties agree that signed
counterparts transmitted by facsimile or e-mail shall be deemed originals.
[SIGNATURE PAGE FOLLOWS]
First Amendment to PSA (Lennar — Preserve at Forest Creek)

DocuSign Envelope ID: BBDA092A-2638-45B0-86BC-8D3935BD84C4
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
set forth above.
SELLER:
WAXHAW VENTURES, LLC,
a North Carolina limited liability company
DocuSigned by:
By: 7�-)/--
NamDa?f8ptW46L. Sutton
Title: Member
BUYER:
LENNAR CAROLINAS, LLC,
a Delaware limited liability company
DocuSigned by:
By:
Name: Mark HennFi 6E8743B...
Title: Vice President
DocuSigned by:
By:
Name: tUP6 TC'E6..
Title: vice President
First Amendment to PSA (Lennar — Preserve at Forest Creek)

DocuSign Envelope ID: 7F23CDF0-5237-4664-862D-0014E11551 F5
FOURTH AMENDMENT TO
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
THIS FOURTH AMENDMENT TO AGREEMENT FOR THE PURCHASE AND
SALE OF REAL PROPERTY (this "Amendment") is entered into and effective as of October
4, 2021, by and between LENNAR CAROLINAS, LLC, a Delaware limited liability company
(`Buyer") and WAXHAW VENTURES, LLC, a North Carolina limited liability company
("Seller").
RECITALS:
WHEREAS, Buyer and Seller entered into that certain Agreement for the Purchase and
Sale of Real Property with an Effective Date of November 3, 2020, as amended by that certain
First Amendment dated February 19, 2021, and that certain Second Amendment dated May 18,
2021, and that certain Third Amendment dated June 23, 2021 (as amended, the "Agreement");
and
WHEREAS, Buyer and Seller desire to amend the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller
and Buyer hereby amend the Agreement as follows:
Recitals. The foregoing recitals of fact are agreed to be true and correct and are
incorporated herein by reference.
2. Defined Terms. All defined terms used herein shall have the same meanings ascribed to
them in the Agreement unless the context of this Amendment shall provide otherwise.
3. Investigation Period. Section 4.01 of the Agreement is hereby amended to extend the expiration of
the Investigation Period to 11:59 p.m. on December 31, 2021.
4. Remainder of Agreement Unaffected. Except as expressly amended herein, the Agreement
shall remain unchanged and in full force and effect, and the parties hereby ratify and
confirm all terms of the Agreement as modified herein.
5. Counterparts. This Amendment may be executed in multiple counterparts, and when
assembled shall constitute one and the same instrument. The parties agree that signed
counterparts transmitted by facsimile or e-mail shall be deemed originals.
[SIGNATURE PAGE FOLLOWS]
Fourth Amendment to PSA (Lennar - Preserve at Forest Creek)

DocuSign Envelope ID: 7F23CDF0-5237-4664-862D-0014E11551 F5
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first set forth above.
SELLER:
WAXHAW VENTURES, LLC,
a North Carolina limited liability company
cuSigned by:
By:F�/
da--=
Nam
2a346C.- Sutton
Title: Member Manager
BUYER:
LENNAR CAROLINAS, LLC,
a Delaware limited liability company
DocuSigned by:
By: �l.c�4 �t,In.In.Un,�t,V'
y F9ftA,'
Name: Mark Henninger
Title: Vice President
DocuSigned by:
By:
Name:
Title: vice President
Fourth Amendment to PSA (Lennar - Preserve at Forest Creek)

DocuSign Envelope ID: 7C835EAF-D2DB-4CBF-AE93-11 EB308DA471
FIFTH AMENDMENT TO
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
THIS FIFTH AMENDMENT TO AGREEMENT FOR THE PURCHASE AND
SALE OF REAL PROPERTY (this "Amendment') is entered into and effective as of November
30, 2021, by and between LENNAR CAROLINAS, LLC, a Delaware limited liability company
(`Buyer") and WAXHAW VENTURES, LLC, a North Carolina limited liability company
("Seller").
RECITALS:
WHEREAS, Buyer and Seller entered into that certain Agreement for the Purchase and
Sale of Real Property with an Effective Date of November 3, 2020, as amended by that certain
First Amendment dated February 19, 2021, that certain Second Amendment dated May 18, 2021,
that certain Third Amendment dated June 23, 2021, and that certain Fourth Amendment dated
October 4, 2021 (as amended, the "Agreement"); and
WHEREAS, Buyer and Seller desire to amend the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller
and Buyer hereby amend the Agreement as follows:
Recitals. The foregoing recitals of fact are agreed to be true and correct and are
incorporated herein by reference.
2. Defined Terms. All defined terms used herein shall have the same meanings ascribed to
them in the Agreement unless the context of this Amendment shall provide otherwise.
3. Investigation Period. Section 4.01 of the Agreement is hereby amended to extend the expiration of
the Investigation Period to 11:59 p.m. on March 1, 2022.
4. Remainder of Agreement Unaffected. Except as expressly amended herein, the Agreement
shall remain unchanged and in full force and effect, and the parties hereby ratify and
confirm all terms of the Agreement as modified herein.
5. Counterparts. This Amendment may be executed in multiple counterparts, and when
assembled shall constitute one and the same instrument. The parties agree that signed
counterparts transmitted by facsimile or e-mail shall be deemed originals.
[SIGNATURE PAGE FOLLOWS]
Fifth Amendment to PSA (Lennar - Preserve at Forest Creek)

DocuSign Envelope ID: 7C835EAF-D2DB-4CBF-AE93-11 EB308DA471
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first set forth above.
SELLER:
WAXHAW VENTURES, LLC,
a North Carolina limited liability company
Docu gned by:
By: �
Name: 1y&ff@tg L . Sutton
Title: Member
BUYER:
LENNAR CAROLINAS, LLC,
a Delaware limited liability company
DocuSigned by:
Name: Mark Henninger
Title: Vice President
Doc
ocuSigned by:
By:
Name: P
Title: vice President
Fifth Amendment to PSA (Lennar - Preserve at Forest Creek)

DocuSign Envelope ID: BB45EED4-AlBD-46C1-A927-B4573A6BAFAE
SIXTH AMENDMENT TO
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
THIS SIXTH AMENDMENT TO AGREEMENT FOR THE PURCHASE AND
SALE OF REAL PROPERTY (this "Amendment") is entered into and effective as of January
31, 2022, by and between LENNAR CAROLINAS, LLC, a Delaware limited liability company
(`Buyer") and WAXHAW VENTURES, LLC, a North Carolina limited liability company
("Seller").
RECITALS:
WHEREAS, Buyer and Seller entered into that certain Agreement for the Purchase and
Sale of Real Property with an Effective Date of November 3, 2020, as amended by that certain
First Amendment dated February 19, 2021, that certain Second Amendment dated May 18, 2021,
that certain Third Amendment dated June 23, 2021, that certain Fourth Amendment dated October
4, 2021, and that certain Fifth Amendment dated November 30, 2021 (as amended, the
"Agreement'); and
WHEREAS, Buyer and Seller desire to amend the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller
and Buyer hereby amend the Agreement as follows:
Recitals. The foregoing recitals of fact are agreed to be true and correct and are
incorporated herein by reference.
2. Defined Terms. All defined terms used herein shall have the same meanings ascribed to
them in the Agreement unless the context of this Amendment shall provide otherwise.
Investigation Period. Section 4.01 of the Agreement is hereby amended to extend the
expiration of the Investigation Period to 11:59 p.m. on April 15, 2022.
4. Remainder of Agreement Unaffected. Except as expressly amended herein, the Agreement
shall remain unchanged and in full force and effect, and the parties hereby ratify and
confirm all terms of the Agreement as modified herein.
5. Counterparts. This Amendment may be executed in multiple counterparts, and when
assembled shall constitute one and the same instrument. The parties agree that signed
counterparts transmitted by facsimile or e-mail shall be deemed originals.
[SIGNATURE PAGE FOLLOWS]
Sixth Amendment to PSA (Lennar - Preserve at Forest Creek)

DocuSign Envelope ID: BB45EED4-AlBD-46C1-A927-B4573A6BAFAE
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first set forth above.
SELLER:
WAXHAW VENTURES, LLC,
a North Carolina limited liability company
DocuSigned by:
By:
Name: 4RQ UjVDVV6..Sutton
Title: Member Manager
BUYER:
LENNAR CAROLINAS, LLC,
a Delaware limited liability company
DocuSigned by:
By: A�' —
Name: Mark Henning re
Title: Vice President
yyy"""DDocuSigned by:
By: r `M
Name:
Title: vice President
Sixth Amendment to PSA (Lennar - Preserve at Forest Creek)

DocuSign Envelope ID: 6D58B800-8CDC-4F87-A6D9-D2FD05C4AA67
SECOND AMENDMENT TO
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE CONTRACT (this
"Amendment") is entered into and effective as of May 18, 2021, by and between LENNAR
CAROLINAS, LLC, a Delaware limited liability company (`Buyer"), and WAXHAW VENTURES,
LLC, a North Carolina limited liability company (the "Seller").
RECITALS:
WHEREAS, Buyer and Seller entered in to that certain Agreement for the Purchase and Sale of
Real Property with an Effective Date of November 3, 2020, as amended by that certain First Amendment
dated February 19, 2021 (as amended, the "Aareement"); and
WHEREAS, Buyer and Seller desire to amend the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10,00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer
hereby amend the Agreement as follows:
1. Recitals. The foregoing recitals of fact are agreed to be true and correct and are incorporated herein
by reference.
2. Defined Terms. All defined terms used herein shall have the same meanings ascribed to the in the
Agreement unless the context of this Amendment shall provide otherwise.
3. Investigation Period. Section 4.01 of the Agreement is hereby amended to extend the expiration of
the Investigation Period to 11:59 p.m. on August 2, 2021,
4. Reimbursement of Expenses. In the event that Buyer does not receive all Approvals from Union
County Public Works and any other applicable governmental authority for the sewer capacity
required for Buyer's Intended Development prior to the Approvals Deadline and Buyer elects to
terminate the Agreement or the Agreement otherwise terminates in accordance with Section 5.02
of the Agreement, then, within ten (10) days following such termination, Seller shall reimburse
Buyer for all of Buyer's costs and expenses incurred in connection with the Approvals up to a
maximum of Four Hundred Thousand and Nol100 Dollars ($400,000.00) (the "Approvals
Reimbursement Amount"). Promptly following Buyer's receipt of the Approvals Reimbursement
Amount, Buyer shall deliver the Third -Party Documents to Seller, which shall include all
Approvals received by Buyer subject to the exclusions set forth in Section 4.07 of the Agreement.
A copy of Buyer's budget for the Approvals as of the date of this Amendment is attached hereto as
Exhibit "A" for reference purposes only,
5. Remainder of Agreement Unaffected. Except as expressly amended herein the Agreement shall
remain unchanged and in full force and effect, and the parties hereby ratify and confirm all terms
of the Agreement as modified herein.
b. Counter}l . This Amendment may be executed in multiple counterparts, and when assembled
shall constitute one and the same instrument. The parties agree that signed counterparts transmitted
by facsimile or a -mail shall be deemed originals.
Second Amendment — Preserve at Forest Cme:k

DocuSign Envelope ID: 6D58B800-8CDC-4F87-A6D9-D2FD05C4AA67
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set
forth above.
SELLER:
WAXHAW VENTURES, LLC,
a North Carolina limited li ili compan
By:
Title: ixb.r
BUYER:
LENNAR CAROLINAS, LLC,
a Delaware limite litlAg'igStgpwy
By: F96'7*5eEaJ44-aa-
Name: Mark Henninger
Title: Vice President
0cutsigned by:
By:[1441.
Name:
Title: Vice President
Second Amendment — Preserve at Forest Creek

DocuSign Envelope ID: 6D58B800-8CDC-4F87-A6D9-D2FD05C4AA67
EXF11BIT "A"
FOREST CREEK (WAXHAW) - PHASE I
SOFT COST BUDGET TO CONMETE
DATE: 5/11/2021
SPENT TO DATE: $ 131,327.50
i .l_M :0 1
CONSULTANT
REMAINING C05M
OESCRIMOIN
C05MVE
LandDesign
$
208,978.00
Exhibits/CDs/Permitting(remaining)
1300.2103
LandDeslgn
$
5,000.00
Miscellaneous
1300.2103
WEPG
$
20,000.00
Wetland Permitting
1300.2103
WEPG
$
3,650.00
TreeSurvey(remaining)
1300.2103
Land Design
$
5,000.00
Additonal Surveying
1300.2103
Various
$
79,500.00
1 Permitting Fees
1300.2103
SLIBTCITAL $ 332,128.00
ContigencylJ15%) $ 49,829.20
TOTAL $ 381,947.20 •Does nat include'Spmt to Date amount above.
Second Amendment — Preserve at Forest Creek

DocuSign Envelope ID: 95DB5B89-ABED-48D3-B800-79D0918908AF
THIRD AMENDMENT TO
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
THIS THIRD AMENDMENT TO AGREEMENT FOR THE PURCHASE AND
SALE OF REAL PROPERTY (this "Amendment") is entered into and effective as of June 23,
2021 by and between LENNAR CAROLINAS, LLC, a Delaware limited liability company
(`Buyer") and WAXHAW VENTURES, LLC, a North Carolina limited liability company
("Seller").
RECITALS:
WHEREAS, Buyer and Seller entered into that certain Agreement for the Purchase and
Sale of Real Property with an Effective Date of November 3, 2020, as amended by that certain
First Amendment dated February 19, 2021, and as further amended by that certain Second
Amendment dated May 18, 2021 (as amended, the "Agreement"); and
WHEREAS, Buyer and Seller desire to amend the Agreement as set forth herein.
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller
and Buyer hereby amend the Agreement as follows:
1. Recitals. The foregoing recitals of fact are agreed to be true and correct and are
incorporated herein by reference.
2. Defined Terms. All defined terms used herein shall have the same meanings ascribed to
them in the Agreement unless the context of this Amendment shall provide otherwise.
3. Investigation Period. Section 4.01 of the Agreement is hereby amended to extend the
expiration of the Investigation Period to 11:59 p.m. on November 1, 2021.
4. Approvals Deadline. Section 5.01 of the Agreement is hereby amended to revise the
Approvals Deadline to be August 2, 2022.
5. Reimbursement of Expenses. Buyer and Seller hereby agree that the maximum amount of
the Approvals Reimbursement Amount is hereby increased to Four Hundred Twenty -Eight
Thousand and No/100 Dollars ($428,000.00).
6. Remainder of Agreement Unaffected. Except as expressly amended herein, the Agreement
shall remain unchanged and in full force and effect, and the parties hereby ratify and
confirm all terms of the Agreement as modified herein.
7. Counterparts. This Amendment may be executed in multiple counterparts, and when
assembled shall constitute one and the same instrument. The parties agree that signed
counterparts transmitted by facsimile or e-mail shall be deemed originals.
[SIGNATURE PAGE FOLLOWS]
1
3rd Amendment to PSA (Lennar — The Preserve at Forest Creek)

DocuSign Envelope ID: 95DB5B89-ABED-48D3-B800-79D0918908AF
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
first set forth above.
SELLER:
WAXHAW VENTURES, LLC,
a North Carolina limited liability company
sy:
ame:
Title:
BUYER:
LENNAR CAROLINAS, LLC,
a Delaware limi j] ,j;grApany
O�t.a� (�wiln,iinodt,v'
By: s�snrass�aras
Name: Mark Henninger
Title: Vice Presidenbocusigned by:
By:
Name:
Title: Vice President
]rd A—do,cm to PSA (L—r - The Preserve ai Forest Creek)

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
APPROXIMATELY 213 ACRES — THE PRESERVE AT FOREST CREEK
THIS AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY
(this "Agreement') is made as of the Effective Date, as defined in Section 1.03, by WAXHAW
VENTURES, LLC, a North Carolina limited liability company ("Seller') and LENNAR
CAROLINAS, LLC, a Delaware limited liability company, and/or its successors or assigns
("Buyer').
RECITALS:
A. Seller is the owner of approximately 213 acres of undeveloped land located in
Union County, North Carolina (the "County'), described on Exhibit "A" attached hereto and
made a part hereof (the "Land").
B. Seller desires to sell the Property, as defined in Section 1.01, to Buyer in two (2)
separate Phases, as defined in Section 9.01, and Buyer desires to purchase the Property from
Seller, pursuant to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Buyer and Seller agree as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.01. Property. Seller agrees to sell, and Buyer agrees to purchase, the
property (the "Property'), consisting of (a) fee simple title to the Land and (b) all rights, ways,
privileges, and easements appurtenant to the Land, including Seller's right, title, and interest in,
to, and under all strips, gores, streets, alleys, and ways, public or private, adjoining or crossing
the Land, all of which are appurtenant to, and shall benefit, the Land.
Section 1.02. Intangible Rights. The sale of the Property shall include the sale,
transfer, and conveyance of all of Seller's right, title, and interest in, to, and under all of the
Approvals, as defined in Section 5.01, warranties, guaranties, certificates, licenses, bonds, water
and sewer agreements, permits, authorizations, consents, approvals, and development orders,
which in any respect whatsoever relate to, or arise out of, the use, occupancy, possession,
development, construction, or operation of the Property (collectively, the "Seller's Permits"),
but shall not constitute an assumption by Buyer of any liabilities arising under the Seller's
Permits. The sale shall also include the sale, transfer, and conveyance of all of Seller's right,
title, and interest in, to, and under all intangible personal property, including, without limitation,
prepaid water and sewer connection fees, utility capacities, impact fee credits, development
agreements, approvals, easements, permits, plans, reports, surveys, environmental and other
studies, consents and agreements, rents, issues, proceeds, and profits now or hereafter accruing
from the Property, all of which are intended to encompass all of Seller's contractual rights,
benefits, and entitlements relating to the Property (collectively, the "Intangible Personal

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
Proper "). Seller shall not object to Buyer's use of the name of the Intended Development, as
defined in Section 5.01, in all sales, marketing, and promotional material.
Section 1.03. Effective Date. This Agreement shall be effective on the date (the
"Effective Date") on which the last of Seller and Buyer has executed this Agreement and
delivered the same to the other party.
ARTICLE II
PURCHASE PRICE AND TERMS OF PAYMENT
Section 2.01. Purchase Price. The purchase price (the "Purchase Price") to be paid
by Buyer to Seller hereunder for each Phase shall be as follows:
(A) The Purchase Price for Phase 1, as defined in Section 9.01, shall be equal
to the total number of Homesites, as defined in Section 5.01, as shown on the Site Plan, as
defined in Section 5.02, multiplied by THIRTY-FOUR THOUSAND AND NO/100 DOLLARS
($34,000.00); and
(B) The Purchase Price for Phase 2, as defined in Section 9.01, shall be equal
to the total number of Homesites as shown on the Site Plan multiplied by THIRTY-SIX
THOUSAND AND NO/100 DOLLARS ($36,000.00);
Section 2.02. Terms of Payment. The Purchase Price shall be payable by Buyer in
the following manner:
(A) Buyer shall deposit the sum of ONE HUNDRED THOUSAND AND
NO/100 DOLLARS ($100,000.00) (the "Initial Deposit') with Lennar Title, LLC (the "Escrow
Agent"), within eight (8) business days after the Effective Date. Within eight (8) business days
after Buyer's issuance of the Notice to Proceed, as defined in Section 4.03, Buyer shall deposit
with Escrow Agent an additional sum of SEVEN HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($750,000.00) (the "Additional Deposit"). The Initial Deposit and the
Additional Deposit are referred to herein, collectively, as the "Deposit". The Deposit shall be
remitted to Escrow Agent by wire transfer of immediately available federal funds or by Letter of
Credit, as defined in Section 2.03. If in cash, the Deposit shall be held by Escrow Agent in an
interest -bearing money-market account without penalty for early withdrawal, provided, that
Buyer completes and executes an Internal Revenue Service Form W-9 in connection with
delivering the Deposit. Escrow Agent shall hold the Deposit pursuant to the terms of this
Agreement, subject only to mutually agreed upon written modifications executed by the parties.
All interest earned on the Deposit shall in all instances be paid to Buyer, except if Buyer defaults
in its obligations hereunder pursuant to Section 14.01, in which event all interest earned on the
Deposit shall be paid to Seller. If the Deposit is paid in cash, then a portion of the Deposit in the
amount of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00) shall be
applied to the Purchase Price for Phase 1 at the Initial Closing and the remainder of the Deposit
shall be applied to the Purchase Price for Phase 2 at the Final Closing, as defined in Section 9.01.
(B) At each Closing, Buyer shall pay the Purchase Price due at such Closing to
Seller, subject to the terms, conditions, prorations and adjustments stated in this Agreement, by
PSA (Lennar —The Preserve at Forest Creek)v4 2

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
wire transfer of immediately available federal funds made available to Escrow Agent at or prior
to such Closing.
Section 2.03. Letter of Credit. Buyer shall have the option to deliver to Escrow
Agent, in place of a cash payment for any part of the Deposit, an irrevocable, unconditional
standby letter of credit (the "Letter of Credit"), issued by Fidelity Guaranty and Acceptance
Corp. (an "Acceptable Issuer"), in substantially the form attached hereto and made a part hereof
as Exhibit `B". All amounts payable pursuant to the Letter of Credit shall be payable to Escrow
Agent to be held in escrow for disbursement pursuant to the terms of this Agreement. At the
Initial Closing, the face value of the Letter of Credit shall be reduced by an amount equal to the
amount that would have been credited against the Purchase Price at such Closing pursuant to
Section 2.02(A) if the Deposit had been paid in cash. Not later than twenty (20) days prior to the
expiration of the Letter of Credit, if this Agreement has not been terminated, Buyer shall furnish
to Escrow Agent a replacement Letter of Credit in the same form and amount, whereupon the
replaced original Letter of Credit and any subsequent original amendments shall be promptly
returned to Buyer by Escrow Agent, along with a cancellation letter on the letterhead of Escrow
Agent directed to the Acceptable Issuer, referencing the letter of credit number and requesting
cancellation (collectively, the "Cancellation Documents"). All of the Cancellation Documents
will be sent by courier or overnight mail via a nationally recognized carrier with the tracking
number provided to Buyer. If Escrow Agent does not timely receive such replacement Letter of
Credit from Buyer, Escrow Agent shall draw upon the Letter of Credit, whereupon the funds so
received by Escrow Agent, together with all interest earned thereon, shall constitute the Deposit
for all purposes under this Agreement and shall be held in escrow by Escrow Agent in
accordance with the terms of this Agreement. If Buyer defaults under this Agreement and Seller
delivers to Escrow Agent a sworn affidavit from an authorized officer of Seller attesting to
Seller's allegation of such default, or if Escrow Agent notifies the parties of its intent to
interplead the Deposit into the registry of the court as provided in this Agreement, then Escrow
Agent shall immediately present the Letter of Credit to the issuer for payment so as to convert
the Letter of Credit to cash, whereupon the funds so received by Escrow Agent shall constitute
the Deposit for all purposes under this Agreement and shall be held in escrow by Escrow Agent
in accordance with the terms of this Agreement. At the Final Closing, Escrow Agent shall
promptly deliver the Cancellation Documents to Buyer. References to the Deposit shall include
the Letter of Credit and/or the Cancellation Documents, as applicable.
Section 2.04. Independent Consideration. As independent consideration for
Seller's execution and entry into this Agreement, if this Agreement is terminated for any reason,
then Buyer shall pay to Seller an amount equal to Ten and No/100 Dollars ($10.00) within thirty
(30) days following written demand.
ARTICLE III
TITLE, SURVEY AND RELATED MATTERS
Section 3.01. Evidence of Title. During the Investigation Period, as defined in
Section 4.01, Buyer shall order a title insurance commitment for the Property, issued by a
nationally recognized title insurer, and copies of all documents referenced therein (collectively,
the "Master Commitment").
PSA (Lennar —The Preserve at Forest Creek)v4

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
Section 3.02. Obiections to Master Commitment or Survey. If Buyer encounters
any matters contained in the Master Commitment, the Survey and/or any other matters of title or
survey that are not acceptable to Buyer in Buyer's sole and absolute discretion, then Buyer shall
notify Seller of any and all objections to the same (collectively, the "Title Defects") in writing
by the end of the Investigation Period (the "Notice of Title Defect"). All matters contained in the
Master Commitment and/or the Survey to which Buyer does not object shall become permitted
exceptions (collectively, the "Permitted Exceptions"). Notwithstanding anything contained
herein to the contrary, under all circumstances and under all events, Seller shall be obligated to
cure any and all Mandatory Cure Items, as defined in this Section 3.02; it being understood by
the parties hereto that Mandatory Cure Items shall not for any purpose whatsoever be included in
the Permitted Exceptions. For purposes of this Agreement, the term "Mandatory Cure Items"
means all mortgages, liens, and other encumbrances of ascertainable amounts; leases; options to
purchase and rights of first refusal encumbering any portion of the Property; any matters
revealed by a lien search in connection with any portion of the Property with respect to code
violations, building permits not closed, unpaid utilities, unpaid taxes and special assessments,
and other related matters; the satisfaction of all Schedule B-I requirements set forth in the Master
Commitment applicable to Seller; and such documents necessary to delete from each Title Policy
the standard pre-printed exceptions, other than the survey exceptions. Seller shall provide written
notice to Buyer within ten (10) days of receipt of the Notice of Title Defect specifying which, if
any, of the Title Defects Seller elects to cure prior to each Closing (the "Seller's Response"). If
Seller fails to timely provide the Seller's Response, Seller shall be deemed to have elected not to
cure any of the Title Defects. If Buyer is dissatisfied with the Seller's Response then, at the
option of Buyer, Buyer may (a) terminate this Agreement, whereupon the Deposit shall be
promptly returned to Buyer and neither party shall have any further rights or obligations
hereunder, except for those matters that expressly survive termination of this Agreement or (b)
proceed to the Initial Closing without satisfaction of the Title Defects Seller has elected not to
cure, which such Title Defects shall be deemed Permitted Exceptions. Buyer shall also have the
right to object at any time to (i) any matter that arises on any update of the Master Commitment
and/or (ii) any matter that arises on any update of the Survey (collectively, and in each case, the
"New Title Defects"). Seller shall have the obligation to cure all of the New Title Defects. If
prior to either Closing, Seller shall fail to cure any of the New Title Defects, the Title Defects
elected to be cured by Seller in the Seller's Response and/or the Mandatory Cure Items, then,
Buyer shall, in Buyer's sole discretion, shall either (A) exercise Buyer's remedies under Section
14.02 or (B) proceed to such Closing without satisfaction of such New Title Defects, Title
Defects, and/or Mandatory Cure Items, which such New Title Defects, Title Defects, and/or
Mandatory Cure Items shall be deemed Permitted Exceptions.
Section 3.03. Phase Commitments. Prior to each Closing, Buyer shall obtain an
updated Master Commitment with respect to the Phase to be conveyed at such Closing (each, a
"Phase Commitment"), which shall commit to issue to Buyer, upon recording of the Deed, as
defined in Section 9.04, an owner's policy of title insurance (each, a "Title Policy") in the total
amount of the Purchase Price to be paid by Buyer for such Phase. At each Closing, Seller shall
provide to Buyer any and all documents necessary to satisfy all requirements (including those
relating to the release of any and all Mandatory Cure Items) set forth in the Phase Commitment
and such documents necessary to delete from the Title Policy the standard pre-printed
exceptions, other than the survey exception.
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Section 3.04. Survey. Buyer shall, at Buyer's sole cost and expense, obtain a survey
of the Property, which shall include the boundary lines of each Phase (the "Survey") reasonably
consistent with the preliminary site plan attached hereto as Exhibit "J" (the "Preliminary Site
Plan"), subject to the Approvals, as defined in Section 5.02, and any conditions or requirements
of applicable governmental authorities.
ARTICLE IV
INVESTIGATION OF PROPERTY
Section 4.01. Right of Entry. The investigation period (the "Investigation Period")
under this Agreement shall be a period commencing on the Effective Date and ending at 11:59
p.m. on the one hundred twentieth (120th) day following the Effective Date, subject to extension
as set forth in this Agreement. Buyer, and all of Buyer's agents, contractors, consultants,
representatives and other persons designated by Buyer, shall have the right to enter on the
Property, for the purpose of investigation, discovery, and testing of the Property, including,
without limitation, surveying, soil testing and boring, hydrological studies, environmental
studies, structural inspections, or any other studies or tests Buyer determines in its reasonable
discretion to be necessary or appropriate (collectively, the "Inspections'). Seller shall cooperate
with Buyer in conjunction with the Inspections, including (a) providing access to the Property at
all reasonable times prior to the Final Closing, and (b) in regard to Buyer's efforts to obtain all
appropriate or relevant information concerning the Property, including, but not limited to,
execution and delivery of a jurisdictional determination request substantially in the form attached
hereto as Exhibit "C". Provided that Buyer has not terminated this Agreement or defaulted
hereunder, all rights provided to Buyer in this Section shall continue unabated through the Final
Closing. All of the Inspections shall be at Buyer's sole cost and expense, and shall be performed
in a manner so as not to unreasonably interfere with Seller's interest in the Property. Buyer shall
remove or bond any lien of any type that attaches to the Property as a result of any of the
Inspections and upon completion of any of the Inspections, Buyer shall restore any material
damage to the Property caused by the Inspections to the extent reasonably practicable. Buyer
hereby indemnifies and holds Seller harmless from all injury, damage, loss, cost, or expense,
including, but not limited to, attorneys' fees and court costs resulting from the Inspections. The
indemnity obligations of this Section shall survive the Final Closing or earlier termination of this
Agreement for a period equal to the applicable North Carolina statute of limitations and do not
apply to (a) any loss, liability, cost, or expense to the extent arising from or relating to the acts or
omissions of Seller or Seller's agents, contractors, consultants, or representatives, (b) any
diminution in value of the Property arising from or relating to matters discovered by Buyer
during the Inspections, (c) any latent defects in the Property discovered by Buyer, or (d) the
release or spread of any Hazardous Substance, as defined in Section 6.06, which is discovered
(but not deposited) on or under the Property by Buyer.
Section 4.02. Property Documents. Within three (3) business days following the
Effective Date, Seller shall furnish to Buyer all materials concerning the Property which Seller
possesses, or which Seller may reasonably obtain, and Seller shall continue to furnish to Buyer
within three (3) business days following Seller's receipt of the same all materials concerning the
Property of which Seller acquires possession subsequent to the Effective Date, including, but not
limited to, copies of all title insurance policies, plans, plats, surveys, zoning and land use
information, contracts, soil tests and reports, environmental tests and reports, engineering
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studies, inspection reports, due diligence materials, CAD files, appraisals, feasibility studies,
landscape plans, site plans, and all other governmental and quasi -governmental applications,
approvals, consents, and authorizations relating to the Property. All of the information to be
furnished under this Section shall collectively be referred to as the "Property Documents". For
each day's delay in delivering the Property Documents, the Investigation Period shall be
extended by one (1) day. At each Closing, Seller shall assign to Buyer all of its right, title, and
interest in, to, and under the Property Documents and deliver, to the extent available, all of the
original Property Documents, the Seller's Permits, and the Intangible Personal Property.
Section 4.03. Right of Cancellation. Buyer shall have the absolute and unqualified
right to terminate this Agreement at any time prior to the expiration of the Investigation Period
for any reason whatsoever or for no reason. In order to proceed under this Agreement, Buyer
must deliver written notice to Seller, reflecting Buyer's decision to proceed (the "Notice to
Proceed'), which Notice to Proceed must be delivered to Seller prior to the expiration of the
Investigation Period. If Buyer does not deliver the Notice to Proceed, this Agreement shall
automatically terminate. If this Agreement is terminated pursuant to this Section, the Deposit
shall be promptly returned to Buyer and neither party shall have any further rights or obligations
hereunder, except for those matters that expressly survive termination of this Agreement.
Section 4.04. Promotional Signage. Following the Effective Date, Buyer shall be
entitled to install promotional signage on the Property in locations proposed by Buyer and
approved by Seller, such approval not to be unreasonably withheld, conditioned, or delayed.
Section 4.05. AS -IS SALE. THE PARTIES HEREBY ACKNOWLEDGE AND
AGREE AS FOLLOWS: (A) BUYER IS A SOPHISTICATED BUYER WHO IS FAMILIAR
WITH AND IS EXPERIENCED IN THE PURCHASE AND DEVELOPMENT OF THIS
TYPE OF PROPERTY; (B) EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS
AGREEMENT, THE DEED, AND/OR ANY OTHER DOCUMENT OR INSTRUMENT
DELIVERED BY SELLER AT EACH CLOSING PURSUANT THIS AGREEMENT (THE
"EXPRESS REPRESENTATIONS"), NEITHER SELLER NOR ANY OF ITS AGENTS,
REPRESENTATIVES, BROKERS, OFFICERS, DIRECTORS, SHAREHOLDERS,
MEMBERS, OR EMPLOYEES HAS MADE OR WILL MAKE ANY REPRESENTATIONS
OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN,
EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY; AND (C) THE PROPERTY
IS BEING SOLD TO BUYER IN ITS PRESENT "AS IS", "WHERE IS" AND "WITH ALL
FAULTS" CONDITION, SUBJECT TO THE EXPRESS REPRESENTATIONS. BUYER
WILL BE AFFORDED THE OPPORTUNITY TO MAKE ANY AND ALL INSPECTIONS OF
THE PROPERTY AND SUCH RELATED MATTERS AS BUYER MAY REASONABLY
DESIRE AND, ACCORDINGLY, SUBJECT TO THE EXPRESS REPRESENTATIONS,
BUYER WILL RELY SOLELY ON ITS OWN DUE DILIGENCE, INSPECTIONS AND
INVESTIGATIONS IN PURCHASING THE PROPERTY. TO THE EXTENT THAT SELLER
HAS PROVIDED BUYER WITH ANY INFORMATION (INCLUDING WITHOUT
LIMITATION PROPERTY DOCUMENTS), DOCUMENTS, SALES BROCHURES OR
OTHER LITERATURE, MAPS, SKETCHES, DRAWINGS, PLANS, REPORTS, STUDIES,
PROJECTIONS, PROFORMA, STATEMENT, REPRESENTATION, GUARANTEE OR
WARRANTY (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, MATERIAL OR
IMMATERIAL), BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE EXPRESS
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REPRESENTATIONS, SUCH MATERIALS HAVE BEEN DELIVERED AS A MATTER OF
CONVENIENCE ONLY, AND THAT BUYER HAS NOT RELIED, AND IS NOT RELYING,
UPON ANY SUCH MATERIALS. BUYER ACKNOWLEDGES AND AGREES THAT THE
TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE THE
TERMINATION OF THIS AGREEMENT AND/OR THE RECORDATION OF EACH DEED.
Section 4.06. COVID-19. Seller acknowledges and agrees that the impact of such
pandemic may make Buyer's performance of the Inspections and/or pursuit of the Approvals
impractical or impossible and any delay or election not to perform any of the Inspections or
pursue any of the Approvals shall not be deemed a Buyer's Default, as defined in Section 14.01.
Additionally, if, as a result of such pandemic, the State of North Carolina and/or the jurisdiction
in which the Property is located is subjected to a "state of emergency," "stay at home order," or
"shelter in place order" as declared by its Governor during the term hereof (in each case, a
"COVID-19 Tolling Event"), all time periods under this Agreement within which to perform
hereunder shall automatically toll until the Governor of the State of North Carolina declares such
COVID 19-Tolling Event has been lifted and no longer is in effect. Notwithstanding anything to
the contrary in this Section 4.06, the Approvals Deadline, as defined in Section 5.01, shall in no
event be extended for more than ninety (90) days due to any COVID-19 Tolling Event.
Section 4.07. Third -Party Documents. In the event this Agreement is terminated
due to any reason other than a Seller's Default, then Buyer shall deliver to Seller all third -party,
non -confidential and non-proprietary reports, documents and other materials obtained by Buyer
during the Investigation Period with respect to the Property (collectively, the "Third -Party
Documents"). Seller acknowledges and agrees that the Third -Party Documents shall not include
any internal budgets, market analysis, financial projections, proprietary information, proformas,
attorney -client confidential communications or other privileged documents, or any documents
relating to Buyer's potential construction of homes on the Property, including, but not limited to,
home plans, architecture, engineering, or design or marketing materials. Notwithstanding the
foregoing sentence, in the event this Agreement is terminated due to a Buyer's Default, then the
Third -Party Documents shall include copies of Buyer's site plans, construction and engineering
drawings in connection with the Intended Development. Seller acknowledges and agrees that all
Third -Party Documents shall be delivered by Buyer "AS IS", "WHERE IS", subject to all faults
and defects and without any expressed, implied or statutory warranties or representations of any
kind, and Buyer hereby disclaims any such representations and warranties. Seller expressly
releases, discharges and waives all present and future claims against, and covenants not to sue,
Buyer and its officers, directors, shareholders, employees, agents, parents, affiliates, successors
and assigns with respect to any claim, liability, obligation, damage, expense or loss whatsoever
relating to the Third -Party Documents. In the event Buyer delivers the Third -Party Documents to
Seller as set forth above, then Buyer and Seller acknowledge and agree that Seller may use the
same in connection with the Property at Seller's sole risk and Buyer agrees to reasonably
cooperate with Seller, at no additional cost or liability to Buyer, to assign and release the Third -
Party Documents to Seller. In the event Buyer delivers the Third -Party Documents to Seller as
set forth above, then this Section 4.07 shall survive the termination of this Agreement.
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ARTICLE V
REZONING AND APPROVALS
Section 5.01. Rezoning. Prior to the Effective Date, Seller initiated and immediately
following the Effective Date shall diligently pursue all final, non -appealable approvals, permits,
agreements and consents required for the rezoning of the Property (with all appeal periods
expired and no appeals having been filed, the "Rezoning') for at least two hundred eighteen
(218) single-family residential homesites in Phase 1 and two hundred seventy (270) homesites in
Phase 2 (each, a "Homesite") consistent with the Preliminary Site Plan and otherwise in size and
configuration desired by Buyer, together with related amenities and improvements on the
Property (the "Intended Development"). Prior to submitting any additional applications, forms,
plats, plans or similar documents to any governmental authority in connection with the
Rezoning, Seller shall first submit such items to Buyer for its review and written approval of the
same. Further, Seller shall (a) promptly deliver to Buyer copies of all notices and other
correspondence delivered or received by Seller in connection with the Rezoning; and (b) provide
prior written notice to Buyer of any meetings with any governmental authority with respect to
the Rezoning and permit Buyer to attend and participate in the same. The Rezoning shall not
contain any conditions or expenses or require the payment of any exactions or contributions,
which are unacceptable to Buyer in Buyer's sole discretion. Buyer shall determine, in its sole
discretion, when the Rezoning has been obtained in accordance with this Section 5.01 and shall
deliver written notice thereof to Seller (the "Rezoning Notice"). Seller shall have no claim
against Buyer in the event the Rezoning is not obtained. Buyer acknowledges and agrees that the
Rezoning is conditioned upon the satisfaction of those certain conditions set forth in the Town of
Waxhaw, North Carolina Ordinance Granting Conditional Zoning Approval dated August 25,
2020 with respect to the Property (the "Conditional Zoning Approval"), which conditions shall
be Buyer's sole responsibility following Closing. Seller shall not modify or amend any of the
terms set forth in the Conditional Zoning Approval without Buyer's prior written consent.
Section 5.02. Approvals. Following the Effective Date, Buyer shall use
commercially reasonable efforts to initiate and pursue all final, non -appealable approvals,
permits, agreements and consents for the Intended Development, including, without limitation,
(i) approval of the final site plan ("Site Plan') and construction documents for the Intended
Development by all applicable governmental authorities; (ii) receipt of any required wetland
delineations or related permits for the Intended Development; (iii) receipt of all required land
disturbance and storm water permits; and (iv) approval by all applicable governmental
authorities, utility companies and adjacent land owners of all agreements and arrangements
necessary for providing the Property with water, sewer and all utility services and road
connections necessary or desirable for the Intended Development to the extent required to enable
Buyer to develop the Intended Development (with all appeal periods having expired and no
appeals having been filed, collectively, the "Approvals"), on or before twelve (12) months
following the expiration of the Investigation Period (the "Approvals Deadline") so that upon
Buyer's obtaining all of the Approvals for the Intended Development, Buyer will be able to
obtain building permits, and upon completion of construction, Buyer will be able to obtain
certificates of occupancy. The Approvals shall not contain conditions or expenses or require the
payment of any exactions or contributions, which are unacceptable to Buyer in Buyer's sole
discretion. Buyer shall determine, in its sole discretion, when all of the Approvals have been
obtained in accordance with this Section, and shall deliver written notice thereof to Seller (the
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"Approval Notice"). In the event that Buyer determines, in Buyer's sole discretion, that the
Approvals are not obtainable in form and substance satisfactory to Buyer, or if at any time prior
to the Approvals Deadline, Buyer is otherwise dissatisfied with the status or prospects of
obtaining the Approvals, then Buyer may terminate this Agreement prior to the Approvals
Deadline, whereupon the Deposit shall be promptly returned to Buyer and neither party shall
have any further rights or obligations hereunder, except for those matters that expressly survive
termination of this Agreement. In the event that Buyer does not deliver the Approval Notice on
or before the Approvals Deadline, then this Agreement shall automatically terminate whereupon
the Deposit shall be promptly returned to Buyer and neither party shall have any further rights or
obligations hereunder, except for those matters that expressly survive termination of this
Agreement. Seller acknowledges and agrees that the Approvals are for the sole benefit of Buyer
and Seller shall have no claim against Buyer in the event that the Approvals are not obtained. In
the event that any approval, permit, agreement, and/or consent initiated or pursued by Buyer
hereunder is at any time and from time to time subject to any challenge, claim, dispute, and/or
appeal prior to the Initial Closing (in each case, a "Tolling Event"), the time in which to perform
any act under this Agreement shall automatically toll until the earlier of (x) the date such Tolling
Event is fully and finally adjudicated or otherwise resolved and (y) two (2) years from the
occurrence of such Tolling Event.
Section 5.03. Seller's Cooperation. Seller shall cooperate and not impede in any
way with Buyer's efforts to obtain the Approvals and construct the Intended Development
following each Closing, including executing, within three (3) business days after Buyer's written
request therefor, any and all easements, plats or documents which are required to be executed by
Seller in its capacity as the owner of any portion of the Property. This Section 5.03 shall survive
each Closing. Notwithstanding the foregoing, Buyer shall not submit any applications to obtain
any Approvals that would be binding on Seller or the Property in the event Buyer does not
proceed to Closing as required hereunder without Seller's prior written consent, which shall not
be unreasonably withheld, conditioned or delayed.
Section 5.04. Reciprocal Easement Agreement. At the Initial Closing, Buyer and
Seller shall execute and deliver to each other a reciprocal easement benefitting each Phase,
which shall grant reciprocal easements for the use any private roads (including any roads shown
on any recorded plats that are offered for dedication as a public road until such time as the same
shall be accepted into a governmental road maintenance system), water and sewer lines and
drainage facilities constructed by either party (without any obligation to do so) on the Phase(s)
owned by such party (the "Easement Agreement"), provided however, such Easement
Agreement: (1) shall not increase Buyer's costs associated with permitting, designing or
constructing such roads, water and sewer lines and drainage facilities in the Intended
Development; (2) shall not unreasonably interfere with the Intended Development; and (3) shall
be subject to receipt of all required permits and approvals from applicable governmental
authorities. Buyer and Seller shall agree in writing on the form of the Easement Agreement prior
to the expiration of the Investigation Period.
Section 5.05. Shared Use Agreement. At the Initial Closing, Buyer and Seller shall
execute and deliver to each other a shared use agreement (the "Shared Use Agreement")
benefitting the existing and any future homeowners of the forty-seven (47) existing homesites
located on Waxhaw Crossing Drive as shown on Exhibit "K" attached hereto (collectively, the
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"Adiacent Property'), Seller and future owners of Homesites located within Phase 2 in the
event Buyer does not close on Phase 2 with respect to the use of the future amenity constructed
by Buyer consisting of at a minimum a pool and clubhouse on the Property following the Initial
Closing (the "Amenity"). Buyer and Seller shall agree on the form of the concept plan for the
Amenity (the "Amenity Concept Plan") prior to the expiration of the Investigation Period,
which shall remain subject to any requirements or conditions set forth in the Approvals or from
applicable governmental authorities. In the event Seller fails to approve or provide detailed
comments to the Amenity Concept Plan as submitted or resubmitted by Buyer within five (5)
days following receipt thereof, then the Amenity Concept Plan as submitted by Buyer shall be
deemed approved by Seller for purposes of this Agreement. The Shared Use Agreement shall
provide that the existing and any future homeowners within the Adjacent Property, Seller and
future owners of Homesites located within Phase 2 in the event Buyer does not close on Phase 2
will have the same rights to use any such Amenity as the homeowners within the Intended
Development, subject to the payment of an annual fee to defray the additional costs and expenses
for the operation of the Amenity and any rules and regulations related thereto imposed by Buyer
or the homeowners association for the Intended Development. Buyer and Seller shall agree in
writing on the form of the Shared Use Agreement prior to the expiration of the Investigation
Period. In addition, Seller shall use its best efforts to cause the homeowners association for the
Adjacent Property to join in the execution and delivery of the Shared Use Agreement at the
Initial Closing.
Section 5.06. Preservation of Historic Tree. Following the Initial Closing, Buyer
shall use its best efforts to preserve the approximately one hundred eighty (180) year old tree
located on the Land at the following location 34 degrees, 54' 24" N 80 degrees, 45' 21" W (the
"Tree"). For purposes of this Agreement, "best efforts" shall mean taking reasonable
measures to install a fence around the drip line of the Tree. Nothing in this Section 5.06 shall
be construed as a guaranty by Buyer that the Tree will survive Buyer's construction of the
Intended Development.
ARTICLE VI
SELLER'S REPRESENTATIONS AND WARRANTIES
Seller represents and warrants to Buyer as true and correct, both on the Effective Date
and throughout the period of time until the Final Closing, that:
Section 6.01. Violations, Litigation and Adverse Information. Seller has not
received any notice of, nor does Seller have knowledge of, any (a) violation of any law, statute,
ordinance, order, regulation, rule, restriction or requirement of any governmental
entity pertaining to or affecting any portion of the Property, (b) suit or proceeding
pending or threatened affecting Seller or any portion of the Property, (c) fact or condition which
would have an adverse effect on the Property or its value which has not been disclosed in
writing to Buyer, or (d) applications or commitments to any governmental or quasi -
governmental entity or utility which would affect the Property which have not been disclosed in
writing to Buyer.
Section 6.02. Ownership and Parties in Possession. Seller owns marketable
fee simple title to the Property. There are no parties in possession of any portion of the
Property whether as lessees, tenants -at -sufferance, trespassers, or otherwise, other than Seller.
No other
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person or entity has any right, claim, or interest in the Property, or any portion thereof, arising
out of adverse possession, prescriptive rights, or otherwise.
Section 6.03. No Liens. No work has been performed or is in progress upon, and no
materials have been furnished to, the Property, or any part thereof, which might give rise to any
mechanics', materialmens', or other liens against the Property. There are no special assessments,
pending or certified, which may now or hereafter become an obligation of Buyer, monetary or
otherwise.
Section 6.04. Foreign Investment in Real Property Tax Act. Seller is not a
"foreign person", as defined by Section 1445 of the United States Internal Revenue Code of
1986, as amended to date (the "Code").
Section 6.05. Good Standing and Authority of Seller. Seller is a limited liability
company, duly organized, validly existing and in good standing in the State of North Carolina,
and the person executing this Agreement on behalf of Seller has the lawful right, power,
authority, and capacity to bind Seller to the terms hereof and consummate the transactions
contemplated by this Agreement.
Section 6.06. Environmental Condition. Seller has not used or permitted any other
party to use any Hazardous Substance on the Property. To the best of Seller's actual knowledge,
there is not any Hazardous Substance above, below, on, or within the Property, and there has
never been any (a) generation, recycling, reuse, sale, storage, handling, transport, and/or disposal
of any Hazardous Substance on the Property or (b) failure by Seller or any former owner of the
Property to comply with any applicable local, state, or federal environmental laws, regulations,
ordinances, or administrative or judicial orders relating to the generation, recycling, reuse, sale,
storage, handling, transport, and/or disposal of any Hazardous Substance. As used herein, the
term "Hazardous Substance" means any substance or material defined or designated as a
hazardous or toxic waste, material, or substance, chemical contaminant, or other similar term,
deemed to be such by any federal, state, or local environmental statute, regulation, or ordinance
presently or hereafter in effect, as such statutes, regulations, or ordinances may be amended from
time to time.
Section 6.07. Bankruptcy. Neither Seller nor any of its subsidiaries or parent
companies is involved, whether voluntarily or otherwise, in any bankruptcy, reorganization, or
insolvency proceeding.
Section 6.08. Contracts. There is no management, employment, service, equipment,
supply, maintenance, water, sewer, or other utility or concession agreement or agreement with
municipalities or other parties (including improvement or development escrows or bonds) with
respect to or affecting the Property which will burden the Property or Buyer after either Closing
in any manner whatsoever. There are no pending contracts for the sale of any portion of the
Property, other than this Agreement.
Section 6.09. Anti -Terrorism Laws. Seller is in compliance with all federal, state,
municipal, and local laws, statutes, codes, ordinances, orders, decrees, rules, or regulations
relating to terrorism or money laundering (collectively, the "Anti -Terrorism Laws"), including
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without limitation, Executive Order No. 13224 on Terrorist Financing, effective September 24,
2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56, known as the "Patriot Act"),
and the regulations of the Office of Foreign Assets Control and is not a Prohibited Person under
the Anti -Terrorism Laws.
Section 6.10. Condition of the Property. During the time that Seller has owned the
Property, and to the best of Seller's actual knowledge with regard to all time prior to Seller's
ownership of the Property (a) no landfill was deposited on, or taken from the Property, (b) no
portion of the Property contains construction or other debris (including, without limitation,
organic materials, strippings, rocks, stumps, or concrete), and (c) no portion of the Property
contains a bury or borrow pit.
Section 6.11. Special Use Tax. The Property has not and is not being, assessed or
taxed under any agricultural, special use, open space, "conservation use", "current use", or
similar valuation (each, a "Special Use').
Section 6.12. Property Documents. To the best of Seller's actual knowledge, all of
the information contained in the Property Documents is true and correct in all material respects
and fairly and accurately reflects the condition or statement of facts reported to be described or
represented thereby.
Section 6.13. General Representations. To the best of Seller's actual knowledge (a)
no portion of the Property is located within the boundaries of, or is governed by, a homeowners'
association or community development district, (b) there are no cemeteries, graves, or burial
grounds or historic artifacts within the Property, (c) no portion of the Property has been used for
a target range, bombing range, or otherwise exposed to ordnance of any kind, whether practice or
real, (d) the Property contains no threatened or endangered species or endangered or protected
habitats as defined by any governmental entity, (e) no portion of the Property has ever been
marketed for sales to individual homebuyers, and (f) there are no impact fees, taxes, levies,
assessments, or special fees of any kind (other than normal ad valorem property taxes) imposed
by any governmental authority or other third party which would be payable by Buyer in
connection with its use of the Property.
If any of the foregoing representations and warranties are not true in their entirety on the
date hereof and at all times through and including the Final Closing, then it shall be deemed a
breach by Seller and Buyer may, at its option, proceed with any of its remedies under Section
14.02 hereof.
ARTICLE VII
BUYER'S REPRESENTATIONS AND WARRANTIES
Buyer represents and warrants to Seller, as true and correct, both on the Effective Date
and throughout the period of time until and through the Final Closing, that Buyer is a limited
liability company duly organized, validly existing, and in good standing under the laws of the
State of Delaware, and, subject to Section 15.14 hereof, the person executing this Agreement on
behalf of Buyer has the lawful right, power, authority, and capacity to bind Buyer to the terms
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hereof and consummate the transactions contemplated by this Agreement pursuant to the terms,
provisions, and conditions hereof. Should Buyer breach any of the foregoing representations and
warranties, Seller may, at its option, proceed with any of its remedies under Section 14.01
hereof.
ARTICLE VIII
SELLER'S COVENANTS
Section 8.01. Conveyance. Seller will convey to Buyer at each Closing, marketable
fee simple title to the applicable Phase of the Property, free and clear of any liens, mortgages,
pledges, security interests, options, rights, leases, charges, claims, encumbrances or restrictions
of any kind whatsoever, other than the Permitted Exceptions. Seller shall comply with all of the
requirements imposed by the Internal Revenue Service in connection with Section 1445 of the
Code.
Section 8.02. Title to Property. Seller will not cause, permit, or suffer any act to be
performed or not performed, the result of which will cause any lien, encumbrance, or cloud upon
Seller's title to the Property such that Seller shall be unable to convey title to the Property to
Buyer in accordance with this Agreement. From and after the Effective Date, Seller shall take no
action to encumber the Property or otherwise affect title to the Property.
Section 8.03. Changes to Documents, Condition of the Property and Related On
Going Matters. Seller shall (a) maintain the Property in substantially the same condition as it
exists as of the Effective Date, (b) not terminate, modify, amend, or waive any provision of any
lease, contract, permit, agreement, or any other document previously provided, or to be provided,
to Buyer in accordance with this Agreement, or any benefit or entitlement described in this
Agreement to be conveyed to Buyer, (c) not and will not permit any other party to use any
Hazardous Substance on the Property, (d) not commit or permit any waste or nuisance upon the
Property, (e) not take any action that would adversely affect the Property and/or Buyer's rights
hereunder, (f) take all action required pursuant to this Agreement which is necessary to
effectuate the transaction contemplated herein in good faith, and (g) continue all of the insurance
policies relative to the Property in full force and effect in the ordinary course of Seller's
business.
Section 8.04. Restrictive Covenant. At the Initial Closing, Seller shall execute and
deliver to Buyer a restrictive covenant (the "Restrictive Covenant") applicable to Phase 2 in the
form attached hereto as Exhibit "I" (the "Restrictive Covenant"), which shall be terminated of
record at the Final Closing.
ARTICLE IX
CLOSINGS
Section 9.01. Closings. Subject to the terms and conditions of this Agreement,
Buyer will acquire the Property in two (2) phases (each, a "Phase"), as more particularly
described on the Survey. Subject to the terms and conditions of this Agreement, the initial
closing (the "Initial Closing") shall occur on the earlier of: (a) the fifteenth (151h) day after
Buyer issues the Approval Notice; and (b) the fifteenth (15th) day after the expiration of the
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Approvals Period (the "Initial Closing Date'). At the Initial Closing, Buyer shall acquire the
Phase identified as "Phase 1" on the Survey ("Phase 1"). Subject to the terms and conditions of
this Agreement, the final closing (the "Final Closing") shall occur on or before two (2) years
following the Initial Closing (the "Final Closing Date"). At the Final Closing, Buyer shall
acquire the Phase identified as "Phase 2" on the Survey ("Phase 2"). The Initial Closing and the
Final Closing may each be referred to as a "Closing." Likewise, the Initial Closing Date and the
Final Closing Date may each be referred to as a "Closing Date."
Section 9.02. Place of Closing. Each Closing shall occur on the applicable Closing
Date at the offices of Escrow Agent, unless otherwise agreed to between the parties, or may be
accomplished via wire transfer of funds and electronic mail of executed documents, to be
followed by original documents. Notwithstanding the foregoing, the original Deed and such
other original documents that must be placed into escrow on or prior to each Closing as required
by the title insurer shall be placed into escrow on or prior to the applicable Closing Date.
Section 9.03. Expenses of Closing and Prorations.
(A) Taxes. At each Closing, all ad valorem and non -ad valorem real property
taxes for the year of the Closing will be prorated as of the applicable Closing Date, based upon
the maximum discount for early payment. If the tax bill for the current year has not yet been
issued, tax prorations will be based upon the prior year's bill using the millage rate then used in
the County for residential use, subject to reproration at the request of either party when the
current year's bill is issued. In addition, at or prior to each Closing, (i) Seller shall pay any taxes
under Special Use valuation, including all applicable roll -back or deferred taxes associated with
such Phase, and (ii) Seller shall pay all other applicable taxes and penalties associated with such
Phase as and when such taxes and/or penalties are assessed.
(B) Transfer Tax/Recording Fees. Seller shall pay State of North Carolina
transfer tax and the recording fees associated with the release of any of the Mandatory Cure
Items and/or corrective title instruments. Buyer shall pay for the cost of recording the Deed and
the Memorandum, as defined in Section 9.06.
(C) Title Policy and Survey. Buyer shall pay for the cost of the Master
Commitment, each Phase Commitment and all Title Policies. Seller shall pay for any costs
required to cure the Title Defects to be cured under Article III. Buyer will pay for the cost of the
Survey.
(D) Governmental Liens. Prior to each Closing, Seller shall satisfy and pay all
outstanding certified governmental and municipal improvement liens and special assessments.
(E) Attorneys' Fees. Each party shall pay its own attorneys' fees and costs.
Section 9.04. Documents for Closing. At each Closing, Seller shall execute and
deliver each of the following documents in a form reasonably approved by Buyer in the event not
attached or otherwise applicable hereto and in each case subject to any reasonable modifications
required by the title insurer:
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(A) A special warranty deed (the "Deed"), conveying to Buyer or its assignee
marketable and insurable fee simple title to the applicable Phase of the Property with the legal
description to be drawn from the Survey, subject only to the documents that are recorded in the
County as part of the Permitted Exceptions in the form attached hereto and made apart hereof as
Exhibit "D"; provided however, in the event the legal description drawn from the Survey is
inconsistent with the exterior boundary lines of the Property as set forth in Seller's vesting deed,
then, the legal description of the applicable Phase in the Deed shall be consistent with Seller's
vesting deed and, upon Buyer's request, Seller shall deliver to Buyer a non -warranty deed for
such Phase with the legal description drawn from the Survey.
(B) An affidavit attesting to the absence of any liens, parties in possession, or
other claims, is sufficient to insure the gap, and satisfies the requirements of Section 1445 of the
Code that Seller is not a "foreign person" in the form attached hereto and made a part hereof as
Exhibit "E";
(C) An assignment document in the form attached hereto and made a part
hereof as Exhibit "F" evidencing the transfer and assignment of all of Seller's rights, benefits,
and entitlements in, to, and under the Property Documents (provided Seller does not guaranty the
assignability of the same), the Seller's Permits, and the Intangible Personal Property and
evidence that Seller has received, and paid for, all third party consents required with respect
thereto;
(D) An affidavit (and any other documents requested by the title insurer)
reflecting that Seller has the authority to transact the sale of the Property to the Buyer;
(E) A good standing certificate issued by the State of North Carolina for
Seller;
(F) A closing statement;
(G) The Restrictive Covenant with respect to the Initial Closing;
(H) The Easement Agreement with respect to the Initial Closing; and
(I) The Shared Use Agreement with respect to the Initial Closing.
Section 9.05. Further Assurances. At each Closing, the parties hereto shall perform
such other acts, and shall execute, acknowledge and deliver such other instruments, documents
and other materials as the other party hereto or Escrow Agent or other closing agent may
reasonably request in order to effectuate such Closing and the transactions contemplated by this
Agreement.
All of the documents executed by Seller which are to be delivered to Buyer at each
Closing will be duly authorized and legal, valid and binding obligations of Seller, which, at the
time of the Closing, will be sufficient to convey title (if they purport to do so), and do not, and at
the time of the Closing will not, violate any provisions of any agreement to which Seller is a
party or to which it is subject. The parties shall cooperate, including without limitation,
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executing any other documents, following each Closing, as is reasonably necessary to effectuate
the intent of all of the terms and conditions set forth in this Agreement.
Section 9.06. Memorandum of Agreement. Prior to the expiration of the
Investigation Period, the parties shall execute and deliver to Escrow Agent a memorandum of
this Agreement in the form attached hereto and made a part hereof as Exhibit "G" (the
"Memorandum"), which Escrow Agent shall record, at Buyer's expense, upon Buyer's issuance
of the Notice to Proceed. In addition, prior to the expiration of the Investigation Period, the
parties shall deliver to Escrow Agent a duly executed, original termination of the Memorandum
in the form attached hereto and made a part hereof as Exhibit "H" (the "Termination").
Escrow Agent shall hold the Termination in escrow and (a) record it at the Final Closing, at
Buyer's expense, or (b) if this Agreement is terminated, release the Termination to Seller only if
(i) this Agreement is terminated pursuant to Section 14.01, or (ii) this Agreement is otherwise
terminated and Buyer has received the Deposit and, if such termination is pursuant to Section
14.02, reimbursement for the actual out-of-pocket costs and expenses incurred by Buyer in
connection with this Agreement.
Section 9.07. Conditions Precedent. The obligation of Buyer to proceed to each
Closing is subject to the satisfaction of each of the following conditions (collectively, the
"Conditions Precedent"):
(A) Seller shall have performed all of its covenants and not be in default of
any of its obligations under this Agreement;
(B) Seller's representations and warranties contained in this Agreement shall
be true and correct; notwithstanding that certain of Seller's representations and warranties may
be limited to the extent of Seller's actual knowledge of the facts stated therein (or such similar
qualifier), the Conditions Precedent to Buyer's obligation to settle hereunder shall not be so
limited, and the satisfaction of said condition shall depend on the actual correctness as of the
applicable Closing Date of the facts stated in all such representations and warranties;
(C) The status of title to the Property shall be as required by this Agreement
and the title insurer shall be prepared to issue the Title Policy insuring the applicable Phase of
the Property in the amount of the Purchase Price subject only to the Permitted Exceptions;
(D) The Property is not in violation, nor has been or is currently under
investigation for violation, of any federal, state, or local law, ordinance, or regulation relating to
industrial hygiene, worker health and safety, or environmental conditions in, at, on, under, or
about the Property, including soil and groundwater conditions; there has been no discharge,
migration, or release of any Hazardous Substance from, into, on, under, or about the Property;
and there is not now, nor has there ever been, on or in the Property underground storage tanks or
surface or below -grade impoundments, any asbestos -containing materials, or any polychlorinated
biphenyls used in hydraulic oils, electrical transformers, or other equipment;
(E) There shall have been no adverse change in the physical condition of the
Property or any utility serving the Property;
(F) Buyer has issued the Notice to Proceed;
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(G) Buyer shall have obtained from Seller and/or any other third party in a
form reasonably acceptable to Buyer in all respects and insured as a beneficial interest hereunder
in the Title Policy all off -site easements for street rights -of -way and/or other access to and from a
public road, water, sewer and electric lines, drainage facilities and other utility facilities
necessary to serve the Intended Development as contemplated by the Approvals and otherwise;
(H) With respect to the Initial Closing, Buyer has issued the Rezoning Notice;
(I) With respect to the Initial Closing, Buyer has issued the Approval Notice;
(J) The Restrictive Covenant has been recorded;
(K) The Easement Agreement has been recorded; and
(L) The Shared Use Agreement has been recorded.
Section 9.08. Failure to Satisfy Conditions Precedent. If any of the Conditions
Precedent are not satisfied as of the applicable Closing Date, Buyer shall have the right, at its
sole option, to (a) terminate this Agreement, whereupon the Deposit shall be promptly returned
to Buyer and neither party shall have any further rights or obligations hereunder, except for those
matters that expressly survive termination of this Agreement, (b) waive such Conditions
Precedent and proceed to the Closing, or (c) extend the Closing Date for such period or periods
of time as Buyer, in its sole discretion, may determine, provided, that the total extension period
does not exceed ninety (90) days. If Buyer extends the Closing Date and such Conditions
Precedent have not been satisfied prior to such extended date, Buyer shall either terminate this
Agreement as provided in subsection (a) or waive such Conditions Precedent and proceed to the
Closing as provided in subsection (b). In addition to the foregoing, to the extent that the failure
of any of the Conditions Precedent is caused or delayed by Seller's Default, as defined in Section
14.02, Buyer shall be entitled to pursue its rights and remedies in accordance with the terms of
Section 14.02.
ARTICLE X
REAL ESTATE BROKERS
The parties each represent to the other that there are no real estate brokers, salespeople,
finders or consultants, who are or were involved in the negotiation and/or consummation of this
transaction. Seller agrees to defend, indemnify and hold Buyer harmless from and against any
and all costs and liabilities, including, without limitation, attorneys' fees and costs through all
levels of proceedings, for brokerage or professional service fees claimed by any broker employed
or claiming to have been employed by Seller. Buyer agrees to defend, indemnify, and hold Seller
harmless from and against any and all costs and liabilities, including, without limitation,
attorneys' fees and costs through all levels of proceedings, for brokerage or professional service
fees claimed by any broker employed or claiming to have been employed by Buyer. The
indemnification provided hereunder shall be applicable to any party claiming that it is owed a fee
or other form of compensation due to or arising out of this Agreement and/or the transaction
contemplated hereby.
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ARTICLE XI
ESCROW
If there is any dispute as to whether Escrow Agent is obligated to deliver the Deposit, any
monies, any Letter of Credit, and/or any documents which it holds, or as to whom the same are
to be delivered, Escrow Agent will not be obligated to make any delivery, but in such event, may
hold the same until Escrow Agent receives an authorization, in writing, signed by Seller and
Buyer directing the disposition of the same, and, if either party would be entitled to the Deposit,
monies, or documents held by Escrow Agent, the parties shall promptly execute a joint written
authorization upon the request of the other party hereto. In the absence of such joint
authorization, Escrow Agent may hold the Deposit, monies, or documents in its possession until
the final determination of the rights of the parties in an appropriate proceeding. If such written
authorization is not given or proceedings for such determination are not begun and diligently
continued, Escrow Agent may, but is not required to, bring an appropriate action or proceeding
for leave to deposit said funds or documents in court, pending such determination.
Notwithstanding the foregoing, if this Agreement is terminated pursuant to either Section 4.03 or
Section 15.14 hereof, Escrow Agent shall return the Deposit to Buyer without the need for joint
written instructions. Escrow Agent shall not be responsible for any acts or omissions of Escrow
Agent, unless the same are a result of its gross negligence, willful misconduct or fraud.
Otherwise, provided Escrow Agent acts in accordance with this Agreement, Escrow Agent shall
have no liability following the delivery of any funds or documents which Escrow Agent holds
pursuant to this Agreement. If Escrow Agent elects to bring an appropriate action or proceeding
in accordance with the terms of this Agreement, then Escrow Agent shall be entitled to recover
all of its reasonable attorneys' fees and costs incurred in connection with the action from the
party not entitled to receive the Deposit, monies, or documents as determined by a court of
competent jurisdiction. The parties will hold Escrow Agent harmless from and indemnify it
against any costs or liabilities, including reasonable attorneys' fees and costs, resulting from any
action brought against Escrow Agent, unless due to Escrow Agent's willful misconduct, gross
negligence, or fraud.
ARTICLE XII
NOTICE
Section 12.01. Notice and Addresses. All notices required or desired to be given
under this Agreement shall be in writing and sent by (a) hand delivery, (b) certified mail, return
receipt requested, (c) FedEx or similar overnight service, or (d) electronic mail as long as notice
is also provided through the method in the foregoing clauses (a), (b), or (c) as herein described.
All notices shall be addressed to the party being noticed and shall be deemed to have been given
(i) when delivered if by hand delivery, (ii) three (3) business days after deposit in a United States
Post Office or official letter box if sent by certified mail, (iii) one (1) business day after timely
deposited in a FedEx or similar overnight service depository, or (iv) upon transmission by the
sender if sent by electronic mail. All notices shall be delivered or sent prepaid for the specified
service by the party giving notice and shall be addressed as follows:
SELLER: WAXHAW VENTURES, LLC
1101 South Boulevard, Suite 106
Charlotte, North Carolina 28203
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Telephone No.: [phone]
Attn: Darren Sutton
E-Mail: dsuttong suttoncapital group. com
Copy to: HELMS ROBISON LEE & BENNETT, P.A.
314 North Hayne Street
Monroe, NC 28110
Telephone No.: [phone]
Attn: R. Kenneth Helms, Jr
E-Mail: khelms(a-),hrlbattorneys.com &
rross(a,hrlbattorneys.com
BUYER: LENNAR CAROLINAS, LLC
6701 Carmel Road, Suite 425
Charlotte, North Carolina 28226
Telephone No.: [phone]
Attn: Mark Henninger
E-Mail: mark.henninger(a,lennar.com &
david.nelson(a-),lennar.com
Copy To: LENNAR CORPORATION
700 NW 107th Avenue - 4th Floor
Miami, Florida 33172
Attn: General Counsel
E-Mail: mark. sustana(a,lennar.com
Copy To: LENNAR CORPORATION
4600 W. Cypress Street, Suite 200
Tampa, Florida 33607
Telephone No.: [phone]
Attn: Phil Wolf
E-Mail: phil.wolf(a-),lennar.com
Copy To: ST. AMAND & EFIRD, PLLC
3315 Springbank Lane, Suite 308
Charlotte, NC 28226
Telephone No.: [phone]
Attn: Scott Efird
E-Mail: sefird(a,stamand-efird.com
ESCROW AGENT: LENNAR TITLE, LLC
20709 North Main Street
Cornelius, North Carolina 28031
Telephone No.: [phone]
Attn: Nicky Watts
E-Mail: nic ..wattsglennartitle.com
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or to any other address hereafter designated by any of the parties, from time to time, in a written
notice sent in the manner set forth herein for giving notice.
Section 12.02. Attorneys. The respective attorneys for Seller and Buyer are hereby
authorized to give and receive any notice pursuant to this Agreement on behalf of Seller or
Buyer, as the case may be.
ARTICLE XIII
CONDEMNATION AND MORATORIUM
Section 13.01. Condemnation. If, prior to either Closing, all or any portion of the
Property is taken by eminent domain or is the subject of a pending taking which has not been
consummated (collectively, a "Taking"), Seller shall so notify Buyer in writing no later than five
(5) days after receipt of Seller's notice of a Taking, and Buyer shall have the option to either
(a) terminate this Agreement or (b) proceed with such Closing in accordance herewith. Buyer
shall notify Seller of its election within fifteen (15) days after receipt of Seller's issuance of
notification of the Taking to Buyer. In the event Buyer fails to deliver such election within the
foregoing timeframe, then Buyer shall be deemed to have elected to terminate this Agreement
under option (a) above. Buyer shall have the right, but not the obligation, to contest and negotiate
the amount of money offered for a Taking, as well as any of the terms related thereto. If this
Agreement is terminated as aforesaid, the Deposit shall be promptly returned to Buyer and
neither party shall have any further rights or obligations hereunder, except for those matters that
expressly survive termination of this Agreement. If Buyer has not elected to terminate this
Agreement as aforesaid, Seller shall assign to Buyer at the applicable Closing all sums that are to
be awarded for the Taking, and shall pay to Buyer any sums received by Seller prior to such
Closing for the Taking. Buyer shall thereafter be entitled to receive and keep any awards for the
Taking by eminent domain. The applicable Closing Date shall be extended for a period of time
equal to the amount of time afforded to Buyer to provide Seller with notice of its election under
this Section.
Section 13.02. Moratoria. If, at the time of either Closing, there is a moratorium, or
threat thereof, regarding any aspect of the Intended Development, Buyer shall have the right to
extend the Closing for a period not to exceed one hundred eighty (180) days, at which time if a
moratorium, or threat thereof, still exists, Buyer shall have the option to either (a) terminate this
Agreement, whereupon the Deposit shall be promptly returned to Buyer and neither party shall
have any further rights or obligations hereunder, except for those matters that expressly survive
termination of this Agreement or (b) waive such condition and proceed with the applicable
Closing in accordance herewith. If Buyer chooses to proceed with such Closing, the Closing
shall occur within ten (10) days of Seller's receipt of Buyer's notice waiving such condition.
ARTICLE XIV
DEFAULTS
Section 14.01. Buyer's Default. In the event of any default by Buyer (a `Buyer's
Default'), including, but not limited to, the failure of Buyer to close this transaction, the parties
acknowledge it would be impossible to ascertain the amount of damages suffered by Seller, and,
therefore, the parties agree that in such event, the Deposit shall be paid to and accepted by Seller
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as full and liquidated damages and as Seller's sole and exclusive remedy and each of the parties
shall thereafter be released of any further liability or responsibility hereunder, except for the
obligations that expressly survive termination of this Agreement.
Section 14.02. Seller's Default. In the event of any default by Seller (a "Seller's
Default"), Buyer shall be entitled to either (a) terminate this Agreement, receive a prompt refund
of the Deposit and be reimbursed by Seller for the actual out-of-pocket costs and expenses
incurred by Buyer in connection with this Agreement, including, but not limited to, costs and
expenses incurred in connection with the Inspections and the Approvals not to exceed Five
Hundred Thousand and No/100 Dollars ($500,000.00) or (b) seek specific performance of this
Agreement. However, nothing in this Section 14.02 shall limit Buyer's remedies at law or in
equity after each Closing as to all representations, warranties, indemnities, and other obligations
of Seller contained in this Agreement that by the terms of this Agreement survive each Closing
or any earlier termination of this Agreement. Notwithstanding anything contained herein to the
contrary, in the event that specific performance is not available as a remedy, then Buyer may
exercise all remedies available at law or in equity.
Section 14.03. Notice and Cure Period. Buyer shall take no action with respect to a
Seller's Default, and Seller shall take no action with respect to a Buyer's Default, until the non -
defaulting party has given written notice to the defaulting party and the defaulting party has
failed to cure the default within ten (10) days after receipt of such notice (the "Cure Period"). If
the expiration of the Investigation Period or either Closing Date shall occur during any Cure
Period, the Investigation Period or the Closing Date, as applicable, shall automatically extend to
the third (3rd) business day after such Cure Period.
ARTICLE XV
MISCELLANEOUS PROVISIONS
Section 15.01. Choice of Law and Venue. This Agreement shall be construed and
interpreted under the laws of the State of North Carolina, without giving effect to principles of
conflict of laws, except where specifically pre-empted by Federal law. Proper venue with respect
to any state or federal litigation in connection with this Agreement shall be exclusively in Union
County if state litigation or in Charlotte, NC if federal litigation.
Section 15.02. Amendments. No amendment to this Agreement shall bind any of the
parties unless and until such amendment is in writing and executed by Buyer and Seller.
Section 15.03. Entire Agreement. This Agreement, together with any exhibits
attached hereto, constitutes the entire agreement between the parties and no prior written
documents, and no prior or contemporary oral statements, representations, promises, or
understandings not embodied in this Agreement shall be of any force and/or effect.
Section 15.04. Survival. Unless otherwise provided for in this Agreement, all terms
and provisions of this Agreement, including, without limitation each party's obligations to
indemnify, defend and hold harmless set forth in Section 4.01 and Articles X and XI of this
Agreement shall survive each Closing or earlier termination of this Agreement. Each party's
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representations and warranties set forth in this Agreement shall survive for a period of one (1)
year following each Closing.
Section 15.05. Assignment.
(A) All of the representations, warranties, covenants, conditions and
obligations herein contained shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties.
(B) Buyer shall not be entitled to assign or transfer any interest in this
Agreement; provided however, Buyer shall have the right to assign its rights and/or obligations
in this Agreement to (i) any entity controlled by or under common control with Buyer, (ii) to an
entity which succeeds to Buyer in any merger or acquisition, or (iii) an entity that will act as a
land bank for the benefit of Buyer, without recourse, whereupon Buyer shall be released from its
obligations hereunder.
(C) Seller shall not be entitled to assign or transfer any interest in this
Agreement or any interest in Seller, whether in whole or in part, directly and/or indirectly, by
operation of law or otherwise.
Section 15.06. Interpretation. Captions and section headings contained in this
Agreement are for convenience and reference only; in no way do they define, describe, extend,
or limit the scope or intent of this Agreement or any provision hereof. The terms and provisions
of this Agreement have been fully negotiated between the parties and each party has been
afforded the opportunity to engage, if such party desires, legal counsel to assist in the
preparation, negotiation, and drafting of this Agreement. Accordingly, the terms and provisions
of this Agreement shall not be interpreted for or against either Seller or Buyer as the drafting
party. The terms "herein," "hereby," "hereof," "hereto," "hereunder," and any similar terms refer
to this Agreement in its entirety and not solely to the particular section or paragraph in which the
term is used.
Section 15.07. Number and Gender. All terms and words used in this Agreement,
regardless of the number and gender in which used, shall be deemed to include any other gender
or number as the context or the use thereof may require.
Section 15.08. Possession. Exclusive possession of each Phase of the Property shall
be delivered to Buyer at the applicable Closing.
Section 15.09. Representations. All representations, warranties and covenants set
forth herein are material and of the essence to this Agreement.
Section 15.10. Waiver. No waiver of any provision of this Agreement shall be
effective unless it is in writing signed by the party against whom it is asserted, and any waiver of
any provision of this Agreement shall be applicable only to the specific instance to which it is
related and shall not be deemed to be a continuing or future waiver as to such provision or a
waiver as to any other provision.
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Section 15.11. Severability. The invalidity or unenforceability of any particular
provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if such invalid or unenforceable provision was omitted.
Section 15.12. Time Periods.
(A) Time shall be of the essence with respect to this Agreement. The
calculation of the number of days that has passed during any time period prescribed in the
Agreement shall be based on calendar days, unless otherwise expressly set forth herein, and shall
commence on the day immediately following the action or event giving rise to the
commencement of the period and shall expire on the last day of the time period. Furthermore,
any time period provided for herein which shall end on a Saturday, Sunday, or legal holiday in
the State of North Carolina, shall extend to the next full business day. The term "business day"
as used herein shall not include Saturday, Sunday, and legal holidays either in the State of North
Carolina or the United States of America. All times shall mean either eastern standard time or
eastern daylight time as then currently applicable.
(B) Notwithstanding anything to the contrary set forth in this Agreement,
Buyer shall not be obligated to make any payment hereunder, including, without limitation,
payment of any portion of the Deposit, nor shall Buyer be obligated to close on the purchase of
either Phase of the Property under this Agreement, at any time during the last five (5) business
days of the months of February, May, August, or November (each, a "Blackout Period"). Any
payment that would otherwise be due during a Blackout Period shall be due and payable on the
third (3rd) business day after the applicable Blackout Period. Any date set forth for a Closing that
would occur during any Blackout Period shall occur on the third (3rd) business day after the
applicable Blackout Period.
Section 15.13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and
the same Agreement. To facilitate execution and delivery of this Agreement, the parties may
execute and exchange executed counterparts by e-mail in a PDF file to the other party or to the
other party's counsel. Signatures in a PDF file shall have the same legal effect as original
signatures.
Section 15.14. Buyer's Corporate Policies. Notwithstanding any provision contained
in this Agreement to the contrary, Buyer's obligations under this Agreement are contingent upon
Buyer providing to Seller written approval of the Corporate Investment Committee of Lennar
Corporation ("Corporate Approval") prior to the expiration of the Investigation Period. If
Buyer fails to deliver to Seller written notice of Corporate Approval prior to the expiration of the
Investigation Period, this Agreement shall be null and void and the Deposit shall be promptly
returned to Buyer, and neither Seller nor Buyer shall have any further rights or obligations under
the Agreement, except for those matters that expressly survive termination of this Agreement.
No waiver of such condition shall be implied, but shall be expressed, if at all, only by delivery of
written notice from the Investment Committee of Lennar Corporation specifically waiving such
condition. Further, Seller hereby acknowledges and confirms that Seller has been apprised of the
corporate policy of Buyer to the effect that all contracts and contract amendments entered into by
Buyer regarding the purchase or development of land must be executed by both (i) either the
PSA (Lennar — The Preserve at Forest Creek)v4 23

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
Region President, Region Vice President or Region Counsel and (ii) the Vice President of Buyer,
who in this instance is Mark Henninger, and Buyer shall not be bound under this Agreement
unless it has been so executed; provided, however, that for purposes of this Agreement, Seller
shall be entitled to rely conclusively upon Buyer's delivery of written notice of Corporate
Approval as evidence that Corporate Approval has been obtained by Buyer.
Section 15.15. Litigation. In the event of any litigation arising from or related to this
Agreement, each party shall be responsible for its own attorneys' fees and costs incurred at all
proceedings, including, without limitation, before trial, at trial, and all appellate levels.
Section 15.16. Like -Kind Exchange. If requested by Seller, Buyer will cooperate
with Seller, at no cost to Buyer, in effectuating the transactions contemplated by this Agreement
as a like kind exchange through a qualified intermediary in accordance with § 1031 of the
Internal Revenue Code of 1986, as amended; provided, however, Buyer shall have no obligation
to accept title to any exchange property and any and all necessary documentation shall be
prepared by or on behalf of Seller. Any documentation that requires Buyer's signature shall be
subject to Buyer's reasonable approval and Buyer shall incur no additional expense. Seller shall
be solely responsible for the qualification of the transaction as a § 1031 exchange, the § 1031
exchange shall not cause delay to any Closing, the purchase and sale of the Property under the
terms of this Agreement shall not be contingent or otherwise subject to the consummation of the
§ 1031 exchange and all representations, warranties, covenants and indemnification obligations of
Seller and remedies of Buyer set forth in this Agreement shall not be affected by the § 1031
exchange. Seller acknowledges and agrees that Buyer has made no representations or warranties
as to whether the transaction may qualify as a § 1031 exchange and Buyer shall have no liability
for the failure of the transaction to qualify as a § 1031 exchange.
[SIGNATURE PAGES FOLLOW]
PSA (Lennar — The Preserve at Forest Creek)v4 24

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the Effective Date.
SELLER:
WAXHAW VENTURES, LLC,
a North Carolina limited liability company
By:
Name:
Title: /1�nrr�Eler- I?'?t�n�yt,Ir
Dated: 2020
BUYER:
LENNAR CAROLINAS, LLC,
a Delaware limited liability company
DocuSigned by:
Y• E5F967k5BE�v 43"
Name: Mark Henninger
Title: Vice President
Dated: 11/3/2020
2020
DocuSigned by:
By; U wb�
Name: 4 IrF34E0...
Title: vice President
Dated: 11/3/2020 , 2020
PSA (Lennar — The Preserve at Forest Creek)v4 13

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
ESCROW AGENT
The undersigned agrees to act as Escrow Agent in accordance with the terms of this
Agreement.
ESCROW AGENT:
LENNAR TITLE, LLC
DocuSigned by:
By:
. E-�996Q1AQqB9Q34B1
Name: NIC y Watts
Its: Division manager
November
Dated: 04 , 2020
PSA (Lennar — The Preserve at Forest Creek)v4 26

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "A"
LEGAL DESCRIPTION OF THE LAND
Union County Parcel ID#s: 05144005, 05117013, 05117013A and 05117012
Cma
PSA (Lennar — The Preserve at Forest Creek)v4
27

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT `B"
FORM OF LETTER OF CREDIT
MONTH XX, 20XX
IRREVOCABLE STANDBY LETTER OF CREDIT NO. FGAC-XXXXX
BENEFICIARY: [NAME OF ESCROW AGENT]
[INSERT ADDRESS OF ESCROW AGENT]
APPLICANT: LENNAR CAROLINAS, LLC
[INSERT ADDRESS OF DIVISION]
LC AMOUNT: USD $XXX,XXX.00 (AMOUNT IN WORDS US DOLLARS)
EXPIRATION DATE: MONTH XX, 20XX (1 YEAR FROM ISSUE DATE) AT OUR COUNTERS
RE: [INSERT NAME OF SELLER]
GENTLEMEN:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. FGAC-XXXXX IN YOUR
FAVOR AT THE REQUEST AND FOR THE ACCOUNT OF LENNAR CAROLINAS, LLC IN AN AGGREGATE
AMOUNT NOT TO EXCEED THE LC AMOUNT.
THIS LETTER OF CREDIT IS AVAILABLE BY YOUR DRAFT(S) DRAWN AT SIGHT ON FIDELITY GUARANTY
AND ACCEPTANCE CORP. DULY AND MANUALLY SIGNED AND MARKED: "DRAWN UNDER FIDELITY
GUARANTY AND ACCEPTANCE CORP. LETTER OF CREDIT NO. FGAC-XXXXX DATED MONTH XX, 20XX"
WHEN ACCOMPANIED BY THIS ORIGINAL LETTER OF CREDIT AND ALL ORIGINAL AMENDMENTS, IF
ANY, AND THE FOLLOWING DOCUMENT(S):
BENEFICIARY'S CERTIFICATE DULY AND MANUALLY SIGNED AND DATED BY AN AUTHORIZED
OFFICER OF [NAME OF ESCROW AGENT] SIGNING AS SUCH ON ITS
LETTERHEAD READING EXACTLY AS FOLLOWS:
(A) "BENEFICIARY HAS RECEIVED A SWORN AFFIDAVIT OF AN AUTHORIZED OFFICER OF [NAME
OF SELLER, ] (THE "SELLER") SIGNING AS SUCH, THAT:
"(I) THE AMOUNT REPRESENTED BY THE DRAFT ACCOMPANYING THIS STATEMENT IS THE AMOUNT
REQUIRED TO BE PAID TO THE BENEFICIARY FOR THE BENEFIT OF SELLER ON ACCOUNT OF THE
DEFAULT OF LENNAR CAROLINAS, LLC (THE "BUYER") UNDER THE AGREEMENT FOR THE PURCHASE
AND SALE OF REAL PROPERTY DATED [AGREEMENT DATE] (THE "AGREEMENT") BY AND BETWEEN
SELLER AND BUYER; (II) THAT PURSUANT TO THE TERMS OF THE AGREEMENT BUYER HAS BEEN
GIVEN WRITTEN NOTICE BY SELLER DESCRIBING THE EVENT OR CONDITION OF SUCH DEFAULT; (III)
THE DEFAULT HAS NOT BEEN CURED WITHIN THE CURE PERIOD PROVIDED FOR THEREIN, IF ANY; AND
(IV) THAT THE SELLER IS NOT IN DEFAULT UNDER THE TERMS AND CONDITIONS OF THE AGREEMENT
AND AS SUCH IS ENTITLED TO BE PAID THE PROCEEDS OF THIS LETTER OF CREDIT UNDER THE TERMS
OF THE AGREEMENT.""
�] N
(B) "IT IS LESS THAN TWENTY (20) DAYS PRIOR TO THE CURRENT EXPIRATION DATE OF THE
LETTER OF CREDIT AND: (I) APPLICANT HAS FAILED TO DELIVER TO BENEFICIARY EITHER AN
EXTENSION TO THIS LETTER OF CREDIT OR A REPLACEMENT FINANCIAL ASSURANCE PRIOR TO THE
EXPIRATION DATE OF THE LETTER OF CREDIT; AND (II) THE OBLIGATIONS OF BUYER TO SELLER
UNDER THE AGREEMENT ARE STILL OUTSTANDING."
PSA (Lennar —The Preserve at Forest Creek)v4

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NO. FGAC-XXXXX
PAGE 2
�] N
(C) `BENEFICIARY HAS NOTIFIED BUYER AND SELLER OF ITS INTENT TO INTERPLEAD THE
PROCEEDS OF THIS LETTER OF CREDIT, CONSTITUTING THE DEPOSIT UNDER THE AGREEMENT
("DEPOSIT"), INTO THE REGISTRY OF THE COURT, PURSUANT TO BENEFICIARY'S RIGHT, UNDER
ARTICLE 1.] OF THE AGREEMENT, TO SO INTERPLEAD THE DEPOSIT."
THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING AND SUCH
UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, AMPLIFIED OR LIMITED BY
REFERENCE TO ANY DOCUMENT, INSTRUMENT OR AGREEMENT REFERRED TO HEREIN OR IN WHICH
THIS LETTER OF CREDIT IS REFERRED TO OR TO WHICH THIS LETTER OF CREDIT RELATES, AND ANY
SUCH REFERENCE SHALL NOT BE DEEMED TO INCORPORATE HEREIN ANY SUCH DOCUMENT,
INSTRUMENT OR AGREEMENT.
WE HEREBY ENGAGE WITH BENEFICIARY THAT ALL SIGHT DRAFTS DRAWN UNDER AND IN
CONFORMITY WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY
HONORED IF DRAWN AND PRESENTED FOR PAYMENT TOGETHER WITH THE DOCUMENTS REQUIRED
HEREIN TO FIDELITY GUARANTY AND ACCEPTANCE CORP. 700 NW 107 AVENUE — SUITE 240, MIAMI,
FLORIDA 33172, IF PRESENTED BEFORE 4:00 P.M. EST ON OR BEFORE THE EXPIRATION DATE.
PRESENTATIONS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED OR BY FEDERAL
EXPRESS OR ANY OTHER NATIONALLY RECOGNIZED COURIER COMPANY.
THIS LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICES 1998,
INTERNATIONAL CHAMBER OF COMMERCE — PUBLICATION NO.590 ("ISP98").
VERY TRULY YOURS,
FIDELITY GUARANTY AND ACCEPTANCE CORP.
NAME OF AUTHORIZED SIGNER, TITLE
PSA (Lennar — The Preserve at Forest Creek)v4
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DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "C"
JURISDICTIONAL DETERNIINATION REQUEST
Jurisdictional Determination Request
D. PROPERTY OWNER CERTIFICATlON4
1. the undersigned. a duly authorized owner of record of the property/properties identified herein.
do authorize representatives of the Wilmington District. U.S. Army Corps of Engineers (Corps)
to enter upon the property herein described for the purpose of conducting on -site investigations
and issuing a determination associated with Waters of the U.S. subject to Federal jurisdiction
under Section 404 of the Clean Water Act andlor Section 10 of the Rivers and Harbors Act of
1899.
Property Owner (please print) Date
Property Owner Signature
E. JURISDICTIONAL DETERMINATION TYPE
Select One:
1 am requesting that the Corps provide a preliminary JD for the property identified herein.
This request does include a delineation.
I am requesting that the Corps provide a preliminary_ JD for the property identified herein.
This request does NOT include a delineation.
❑ I am requesting that the Corps investigate the propertylprojecl area for the presence or
absence of WoUSs and provide an annroved !D for the property identified herein. This
requesl does NOT include a request for a verified delineation.
I am requesting that the Corps delineate the boundaries ofalI WUUS on a prop"lproject
area and provide an approved JD (this mayor may not include a survey plat).
❑ I am requesting that the Corps evaluate and approve a delineation of WoUS (conducted
by others) on a property/project area and provide an approved JD (may or may not
include a survey plat).
For NCDOT requests following the current NCOOTIUSACE protocols, skip to Part E
s Waters of the United States
Version: December 2013 Page 4
PSA (Lennar — The Preserve at Forest Creek)v4
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DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "D"
FORM OF DEED
NORTH CAROLINA SPECIAL WARRANTY DEED
Excise Tax: $ .00
Parcel Identifier Nos:
Mail/Box to: Grantee
This instrument was prepared by:
Brief description for the Index:
THIS DEED made this day of , 20___, by and between
GRANTOR
a
GRANTEE
LENNAR CAROLINAS, LLC
a Delaware limited liability company
1100 Perimeter Park Dr, Suite 112
Morrisville, NC 27560
Enter in appropriate block for each Grantor and Grantee: name, mailing address, and, if appropriate, character of entity, e.g. corporation or
partnership.
The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall
include singular, plural, masculine, feminine or neuter as required by context.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of
which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey
unto the Grantee in fee simple, all that certain lot or parcel of land situated in
County, North Carolina and more particularly described as follows (the "Property"):
SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN BY
REFERENCE.
The Property was acquired by Grantor by instrument recorded in Book , Page
All or a portion of the Property does not include the primary residence of a Grantor.
PSA (Lennar — The Preserve at Forest Creek)v4
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DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
TO HAVE AND TO HOLD the Property unto Grantee, its successors and assigns forever,
together with any and all buildings, improvements, rights, liberties, privileges, hereditaments and
appurtenances thereunto belonging, in fee simple.
AND the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title
as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all
persons claiming by, under or through Grantor, except for the exceptions expressly stated in this
deed.
Title to the Property is specifically conveyed subject to the following exceptions:
[INSERT PERMITTED EXCEPTIONS FROM BUYER'S TITLE
COMMITMENT]
[SIGNATURE AND ACKNOWLEDGEMENT TO APPEAR ON FOLLOWING PAGE]
PSA (Lennar — The Preserve at Forest Creek)v4
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DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
IN WITNESS WHEREOF, the Grantor has duly executed the foregoing as of the day and year first
above written.
By:
Name:
Title:
STATE OF
COUNTY OF
I, the undersigned Notary Public in and for the County and State aforesaid, do hereby certify that
personally known to me, personally came before me this day and
acknowledged that she/he is the of , and that
she/he, as , being authorized to do so, voluntarily executed the foregoing on behalf
of for the purposes stated therein.
WITNESS my hand and official seal or stamp this day of 120
Name:
My Commission Expires:
[OFFICIAL SEAL/STAMP]
PSA (Lennar —The Preserve at Forest Creek)v4
Notary Public
Print Notary
33

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT A
to Special Warranty Deed
Legal Description
[ See attached ]
PSA (Lennar — The Preserve at Forest Creek)v4
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DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "E"
FORM OF AFFIDAVIT
OWNER'S AFFIDAVIT
AND
NON -FOREIGN CERTIFICATE
AND REOUEST FOR TAXPAYER IDENTIFICATION NUMBER
(this "Affidavit")
STATE OF NORTH CAROLINA
COUNTY OF
BEFORE ME, the undersigned authority, personally appeared
("Affiant"), individually and as of
("Seller'), who, first being duly sworn, deposes and says:
A. OWNER'S AFFIDAVIT
l . Seller is the owner of the following described property (the "Property"):
a
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
2. Other than as set forth in the Commitment for Title Insurance issued by
, as agent for (collectively, "Title Company"),
with an effective date of at m., under Commitment
Number (the "Commitment"), there is no outstanding contract, agreement,
or commitment for the sale, lease, or mortgage of the Property to any person or persons
whomsoever, nor any unrecorded deed, mortgage, or other conveyances affecting the title to the
Property.
3. Other than as set forth in the Commitment, there are no matters which constitute
defects in Seller's title to the Property; there are no liens, encumbrances, mortgages, judgments,
claims, boundary line or other disputes, demands, or security interests in, on, or against Seller or
the Property or any goods, furnishings, appliances, fixtures, or equipment now installed in or
which are to be affixed to the Property; and there are no unpaid taxes, levies, or assessments
against the Property.
4. There have been no improvements, repairs, renovations, additions, or alterations
performed upon the Property within the past one hundred twenty (120) days for which there
remains any outstanding and unpaid bills for labor, materials, services, or other charges for
which a lien or liens might be claimed by anyone whomsoever; Seller has not entered into any
agreement or contract, whether oral or written, with any party for the furnishing of any labor,
services, or materials in connection with any improvements, repairs, renovations, additions, or
alterations within the past one hundred twenty (120) days for which there remains any
PSA (Lennar —The Preserve at Forest Creek)v4
35

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
outstanding and unpaid bills for same; and there are no parties who have any claim or right to a
lien for services, labor, or materials in connection with any improvements, repairs, renovations,
additions, or alterations on the Property.
5. There are no matters pertaining to or against Seller which could give rise to a lien
that would encumber or attach to the Property during the period of time between the effective
date of the Commitment and the time of recording of the special warranty deed given by Seller to
LENNAR CAROLINAS, LLC, a Delaware limited liability company (`Buyer"), and Seller has
not executed and will not execute any instrument that would adversely affect the title to the
Property.
6. Other than as set forth in the Commitment, there are no judgments, claims,
disputes, demands, or other matters outstanding or pending against Seller that would attach to the
Property; there are no actions or proceedings now pending in any State or Federal court to which
Seller is a party, including, but not limited to, proceedings in bankruptcy, receivership, or
insolvency. Seller and it respective members, managers, partners, shareholders, officers and/or
directors have not been a party to a bankruptcy filing, nor does Seller contemplate or anticipate
any such filing. Seller has complied with the applicable North Carolina sales tax laws where
applicable.
7. Seller is in exclusive possession of the Property and no other person has any right
to possession of the Property. No person asserts, or may assert, any claim of title or other interest
in the Property. Seller's title to, and possession and enjoyment of, the Property has been open,
notorious, peaceable, and undisturbed, and has never been disputed nor questioned.
8. There are no violations of governmental laws, regulations, or ordinances
pertaining to the use of the Property, and the Property has been in compliance with the applicable
codes, ordinances, and statutes.
9. There are no unrecorded easements, claims of easements, or rights -of -way
affecting all or any portion of the Property, and Seller has not granted any easement of any
nature across the Property that is not set forth in the Commitment.
10. There is no association or association fees in connection with the Property.
11. Seller has not received any notice of any public hearing regarding assessment for
improvements or changes in applicable zoning laws concerning the Property.
12. There are no matters existing at the time of delivery of the special warranty deed
from Seller to Buyer which would adversely affect the ability of Seller to convey the Property to
Buyer.
13. Other than as set forth in the Commitment, no judgment or decree has been
entered in any court in the State of North Carolina or the United States of America against Seller
which remains unsatisfied that would attach to the Property.
PSA (Lennar — The Preserve at Forest Creek)v4
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DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
B. NON -FOREIGN CERTIFICATE AND REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER
Section 1445 of the Internal Revenue Code provides that a transferee of a United States
real property interest must withhold tax equal to a certain percentage of the amount realized on
the disposition if the transferor is a foreign person, foreign corporation, foreign partnership,
foreign trust, or foreign estate. For United States tax purposes (including Section 1445), the
owner of a disregarded entity (which has legal title to a United States real property interest under
local law) will be the transferor of the property and not the disregarded entity. To inform Buyer,
as the transferee, that withholding of tax is not required upon the disposition of the Property by
Seller, as the transferor, the undersigned hereby swears, affirms, and certifies the following as or
on behalf of Seller:
Seller's mailing address is:
2. Seller is not a non-resident alien (if individual) or a foreign corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue
Code and Income Tax Regulations), nor is Affiant a "foreign person" as defined in the Federal
Foreign Investment Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended,
and all regulations promulgated thereunder.
3. Seller is not a disregarded entity as defined in Internal Revenue Code Income Tax
Regulation § 1.1445-2(b)(2)(iii).
4. Seller's United States Taxpayer Identification Number is
This United States Taxpayer Identification Number is being provided in connection with a real
estate transaction.
5. For purposes of reporting this transaction to the Internal Revenue Service on
Form 1099-S, the Property is Seller's (check one):
Principal Residence
Other Real Estate
The undersigned understands that this Affidavit may be disclosed to the Internal Revenue
Service by Buyer and that any false statement contained herein could be punished by fine,
imprisonment or both.
Under penalties of perjury, the undersigned declares that he/she has examined this
Affidavit and the best of his/her knowledge and belief it is true, correct, and complete, and he/she
further declares that he/she has authority to sign this Affidavit as or on behalf of Seller, and that the
number shown on this Affidavit is Seller's correct United States Taxpayer Identification Number.
This Affidavit is given for the purpose of clearing any possible question or objection to the
title to the Property and for the express purpose of inducing Buyer to purchase the Property and to
cause Title Company to insure title on the Property with knowledge that Buyer and Title Company
PSA (Lennar — The Preserve at Forest Creek)v4
37

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
are relying upon the statements set forth herein. Affiant hereby holds Buyer and Title Company
harmless and fully indemnifies Buyer and Title Company (including but not limited to attorneys'
fees and costs, whether suit be brought or not, and at trial and all appellate levels, and court costs
and other litigation expenses) with respect to the matters set forth herein. Affiant further states that
he/she is familiar with an oath and with the penalties of perjury as provided by the laws of the
United States of America and the State of North Carolina for falsely swearing to statements made
in an instrument of this nature. Affiant further certifies that Affiant has read, or has heard read, the
full facts of this Affidavit and understands its content, and that Affiant has the authority to sign this
Affidavit as or on behalf of Seller.
FURTHER AFFIANT SAYETH NAUGHT.
individually
and as of
STATE OF NORTH CAROLINA
COUNTY OF
SWORN TO AND SUBSCRIBED before me this
individually and as
NOTARY SEAL
a
day of , by
of
on behalf of said
who is " personally known to me or " has produced
as identification.
a
Notary Public
Printed Name:
My Commission Expires:
PSA (Lennar —The Preserve at Forest Creek)v4

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "A" TO AFFIDAVIT
LEGAL DESCRIPTION OF THE PROPERTY
PSA (Lennar — The Preserve at Forest Creek)v4
39

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "F"
FORM OF ASSIGNMENT
ASSIGNMENT OF PROPERTY DOCUMENTS, SELLER'S PERMITS, AND
INTANGIBLE PERSONAL PROPERTY
THIS ASSIGNMENT OF PROPERTY DOCUMENTS, SELLER'S PERMITS, AND
INTANGIBLE PERSONAL PROPERTY (this "Assignment") is made and executed as of
, by and between , a
("Assignor"), and LENNAR CAROLINAS, LLC, a Delaware limited liability company
("Assignee").
WHEREAS, Assignor and Assignee are parties to that certain Agreement for the
Purchase and Sale of Real Property, with an effective date of , as amended
by (collectively, the "Agreement"), pursuant to which Assignor agreed
to sell and Assignee agreed to purchase certain real property (the "Proper ") described on
Exhibit "A" attached hereto and made a part hereof,
WHEREAS, as of the date hereof, Assignee is purchasing from Assignor the Property;
and
WHEREAS, pursuant to the Agreement, Assignor agreed to deliver an assignment to
Assignee evidencing the transfer and assignment of all of Assignor's rights, benefits, and
entitlements in, to, and under the Property Documents, the Seller's Permits, and the Intangible
Personal Property (as such capitalized terms are defined herein) (collectively, the "Assigned
Interests").
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Assignor, Assignor does hereby grant, transfer and assign (subject to any
prohibition against assignment contained within the Assigned Interests) to Assignee and
Assignee's successors and assigns, all of Assignor's rights, benefits, and entitlements in, to, and
under the Assigned Interests as follows (provided, that the same shall not constitute an
assumption by Assignee of any liabilities arising under the Assigned Interests):
1. The Assigned Interests:
a. Property Documents. In accordance with the requirements of Section
4.02 of the Agreement, all materials concerning the Property which Assignor is required to have
provided to Assignee, including, but not limited to, all title insurance policies, plans, plats,
surveys, zoning and land use information, contracts, soil tests and reports, environmental tests
and reports, engineering studies, inspection reports, due diligence materials, CAD files,
appraisals, feasibility studies, landscape plans, site plans, and all other governmental and quasi -
governmental applications, approvals, consents, and authorizations relating to the Property.
PSA (Lennar — The Preserve at Forest Creek)v4
40

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
b. Seller's Permits. The Approvals (as defined in Section 5.02 of the
Agreement), warranties, guaranties, certificates, licenses, bonds, water and sewer agreements,
permits, authorizations, consents, approvals, and development orders, which in any respect
whatsoever relate to, or arise out of, the use, occupancy, possession, development, construction,
or operation of the Property (collectively, the "Seller's Permits").
C. Intangible Personal Property. All intangible personal property,
including, without limitation, prepaid water and sewer connection fees, utility capacities, impact
fee credits, development agreements, approvals, easements, permits, plans, reports, surveys,
environmental and other studies, consents and agreements, rents, issues, proceeds, and profits
now or hereafter accruing from the Property.
2. Representations. Except to the extent prohibitions against assignment ae
contained within the Assigned Interests, Assignor hereby represents and warrants to Assignee
that (a) Assignor's interest in, to, and under the Assigned Interests is free and clear of all liens
and encumbrances, (b) Assignor has full authority and right to enter into and deliver this
Assignment to Assignee, and (c) Assignor has not previously assigned, conveyed, or encumbered
any of the Assigned Interests. Assignor specifically and expressly hereby authorizes all
architects, engineers, contractors, surveyors, and all other third party professionals and/or
consultants that were involved in any way in the Property and/or the Assigned Interests to allow
the use of the Assigned Interests by Assignee. Assignor does not object to Assignee changing the
name shown on any of the Assigned Interests to Assignee or any other party as Assignee shall
direct.
3. Successors and Assigns. This Assignment and the rights and duties hereby
created shall be binding upon and shall inure to the benefit of Assignor and Assignee and each of
their respective successors and/or assigns.
4. Cooperation; Counterparts and Electronic Mail Delivery; Governing Law.
Assignor, so long as there is no expense to Assignor, and Assignee hereby agree to cooperate
with one another to effectuate this Assignment, including, without limitation, so long as there is
no expense to Assignee, execution of documents necessary to replace Assignor on any of the
Assigned Interests. This Agreement may be executed by each of the parties hereto in separate
counterparts and have the same force and effect as if the parties had executed it as a single
document. An electronic mail version of any signature hereto shall be deemed an original for all
purposes. This Assignment shall be governed by and construed under the laws of the State of
North Carolina.
5. Severability. If all or any part of this Assignment is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not serve
to invalidate any portion of this Assignment not declared to be unlawful or invalid. Any section
or part of a section so declared to be unlawful or invalid shall, if possible, be construed in a
manner which will give effect to the terms of such section or part of a section to the fullest extent
possible while remaining lawful and valid.
PSA (Lennar — The Preserve at Forest Creek)v4
41

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
6. Rules of Construction. Each party hereto hereby acknowledges that all parties
hereto participated equally in the drafting of this Assignment and that, accordingly, no court
construing this Assignment shall construe it more stringently against one party than the other.
7. Attorneys' Fees. In the event that it becomes necessary for either party to bring
suit to enforce the terms of this Assignment, then the prevailing party shall be entitled to recover
all costs, including reasonable attorneys' fees, incurred in connection with such litigation
(including appellate proceedings) against the non -prevailing party.
[Signature page follows]
PSA (Lennar — The Preserve at Forest Creek)v4
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DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the
day and year first above written.
ASSIGNOR:
a
Name:
Title:
ASSIGNEE:
LENNAR CAROLINAS, LLC, a
Delaware limited liability company
LE
PSA (Lennar — The Preserve at Forest Creek)v4
43
Name:
Title:

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "A" TO ASSIGNMENT
LEGAL DESCRIPTION OF PROPERTY
PSA (Lennar — The Preserve at Forest Creek)v4
44

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "G"
FORM OF MEMORANDUM
PREPARED BY AND RETURN TO:
MEMORANDUM OF AGREEMENT
By this MEMORANDUM OF AGREEMENT (this "Memorandum") entered into as
of this day of ,
a ,
having an address at ("Seller"), and LENNAR
CAROLINAS, LLC, a Delaware limited liability company, having an address at
(`Buyer"), hereby declare and agree as follows:
A. Seller is the owner of that certain real property located in
County, North Carolina, and described on Exhibit "A" attached hereto and made a part hereof
(the "Seller's Property").
B. Seller and Buyer have entered into an Agreement for the Purchase and Sale of
Real Property, dated as of (the "Agreement") which Agreement,
among other things, grants to Buyer the right to purchase the Seller's Property.
C. Seller and Buyer desire to give actual and constructive notice to all persons
interested in the Seller's Property of the existence of the Agreement.
MEMORANDUM:
1. The foregoing recitals are true and correct and are incorporated herein by this
reference.
2. Buyer's right to purchase the Seller's Property pursuant to the terms of the
Agreement shall continue in full force and effect unless such right is terminated with respect to
the Seller's Property in accordance with the terms and conditions of the Agreement.
3. All of the terms, conditions, and agreements contained within the Agreement are
fully incorporated herein by reference as if fully set forth herein.
PSA (Lennar — The Preserve at Forest Creek)v4
45

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date
first set forth above.
SELLER:
a
By:_
Name:
Title:
STATE OF )
ss:
COUNTY OF )
The foregoing instrument was acknowledged before me this
by as
,a
behalf of the company, who is personally known
for identification.
[NOTARIAL SEAL]
day of
of
on
to me or produced
Notary:
Print Name:
Notary Public, State of North Carolina
My commission expires:
PSA (Lennar — The Preserve at Forest Creek)v4
46

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
BUYER:
LENNAR CAROLINAS, LLC,
a Delaware limited liability company
By:_
Name:
Title:
STATE OF NORTH CAROLINA )
ss:
COUNTY OF )
The foregoing instrument was acknowledged before me this day of ,
by , as of LENNAR
CAROLINAS, LLC, a Delaware limited liability company, on behalf of the company, who is
personally known to me or produced for identification.
[NOTARIAL SEAL]
Notary:
Print Name:
Notary Public, State of North Carolina
My commission expires:
PSA (Lennar — The Preserve at Forest Creek)v4
47

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "A" TO MEMORANDUM
LEGAL DESCRIPTION OF THE SELLER'S PROPERTY
PSA (Lennar — The Preserve at Forest Creek)v4
48

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "H"
FORM OF TERMINATION
PREPARED BY AND RETURN TO:
RELEASE AND TERMINATION OF MEMORANDUM OF AGREEMENT
THIS RELEASE AND TERMINATION OF MEMORANDUM OF AGREEMENT (this
"Release") is made and entered into as of , by LENNAR CAROLINAS, LLC, a
Delaware limited liability company, having an address at
("Buyer'), in favor of a ,
having an address at ("Seller"), with reference to the following
facts:
PRELIMINARY STATEMENT
Buyer and Seller executed a Memorandum of Agreement (the "Memorandum") to
evidence the Agreement for the Purchase and Sale of Real Property between the parties dated
, and the parties' rights and obligations thereunder, which Memorandum was
recorded in Official Records Book Page in the Public Records of
County, North Carolina.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, Buyer hereby releases all contractual or other rights Buyer may
have in the real property situated in County, North Carolina, and more particularly
described in Exhibit "A" attached hereto and said Memorandum shall hereafter be deemed null,
void, and of no further force or effect.
[SIGNATURE PAGE FOLLOWS]
PSA (Lennar — The Preserve at Forest Creek)v4
49

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
IN WITNESS WHEREOF, this Release has been executed as of the date first above
written.
LENNAR CAROLINAS, LLC,
a Delaware limited liability company
By:
Name:
Title:
STATE OF NORTH CAROLINA )
ss:
COUNTY OF )
The foregoing instrument was acknowledged before me this day of ,
by , as of LENNAR
CAROLINAS, LLC, a Delaware limited liability company, on behalf of the company, who is
personally known to me or produced for identification.
[NOTARIAL SEAL]
Notary:
Print Name:
Notary Public, State of North Carolina
My commission expires:
PSA (Lennar —The Preserve at Forest Creek)v4
50

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "A" TO RELEASE
LEGAL DESCRIPTION
PSA (Lennar — The Preserve at Forest Creek)v4
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DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "I"
STATE OF NORTH CAROLINA
COUNTY OF UNION
RESTRICTIVE COVENANTAGREEMENT
THIS RESTRICTIVE COVENANT AGREEMENT (this "Agreement") is made and
entered into this day of , 2020 ("Effective Date"), by and between
LENNAR CAROLINAS, LLC, a Delaware limited liability company ("Lennar"); and
WAXHAW VENTURES, LLC, a North Carolina limited liability company ("Waxhaw
Ventures"), together the "Parties" and individually, a "Party".
RECITALS:
WHEREAS, Lennar is the owner of that certain real property containing approximately
acres in Union County, North Carolina and described on Exhibit "A" attached hereto
(the "Lennar Property").
WHEREAS, Waxhaw Ventures is the owner of that certain real property located
adjacent to the Lennar Property containing approximately acres and describe don Exhibit
"B" attached hereto (the "Waxhaw Ventures Property').
WHEREAS, the Parties desire to establish certain use restrictions with respect to the
Waxhaw Ventures Property.
NOW THEREFORE, in consideration of the foregoing recitals, the mutual agreements
set forth below and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby agree as follows:
1. Recitals Incorporated. The above Recitals are incorporated herein as true and as
representations of the Parties hereto.
2. Use Restriction. Waxhaw Ventures acknowledges and agrees that the following
uses and activities shall not be permitted on the Waxhaw Ventures Property: (i) mechanic shop,
(ii) bowling alley, (iii) funeral parlor, (iv) hotel or lodging facilities, (v) gun range, (vi) flea
market, (vii) night club, discotheque or dance hall, (viii) strip club or other sexually oriented use
PSA (Lennar — The Preserve at Forest Creek)v4
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DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
with nudity or semi -nudity, (ix) marijuana dispensary, (x) sober home or substance abuse
rehabilitation facility, (xi) Skating rink, (xii) truck stops, (xiii) truck terminals, (xiv) billiard
room or pool hall, (xv) massage parlor, (xvi) adult bookstore, (xvii) theater primarily showing
"Y' rated or other sexually explicit, youth -restricted movies, (xviii) "head shop" or drug
paraphernalia store, (xix) store showing so called "peep" shows, Store selling items primarily
concerning sexuality (e.g. a so-called "sex shop"); (xx) off-track betting parlor; (xxi) bar serving
alcoholic beverages; except as an incidental to a full kitchen restaurant operation; (xxii) taxi
services; (xxiii) electrical generation facilities; (xxiv) electrical substations; (xxv) tower -mounted
wireless communication facilities; (xxvi) transmission pipelines for natural gas, propane gas,
petroleum products, chemicals, slurry coal and any other gases, liquids or solids (except for
extensions for private connections to existing pipelines intended to provide utility services to
owners and tenants of the Waxhaw Ventures Property; (xxvii) water or sewage treatment plants;
(xxviii) solid waste facility/land fill; or (xxix) all uses identified in the "Industrial Uses" use
category in the Union County Zoning Ordinance, other than hospitals, mental health facilities
and technical training schools.
3. Minimum Lot Dimensions. Waxhaw Ventures acknowledges and agrees that
any single-family residential homesite that may be developed on the Waxhaw Ventures Property
shall be at least ' wide by ' deep unless otherwise approved in writing by Lennar.
4. Governing Law. This instrument shall be governed by and construed in
accordance with the laws of the State of North Carolina.
5. Severability. If any term, covenant or condition of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be illegal, invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby and shall be valid
and enforceable to the full extent permitted by law.
6. Binding Covenants. All provisions of this Agreement, including the covenants,
benefits and burdens, shall run with the land and be binding upon and inure to the heirs,
executors, administrators, personal and/or legal representatives, successors, assigns of Lennar
and Waxhaw Ventures.
7. Amendment or Termination. This Agreement may be amended or terminated
only by a written agreement executed by all owners of fee simple title to the Lennar Property and
the Waxhaw Ventures Property, and properly recorded in the Union County Register of Deeds
Office. If and when a POA is formed in connection with the development of the Lennar Property
or the Waxhaw Ventures Property, such POA shall be vested with full authority to act on behalf
of the owners of fee simple title to the portions of the Lennar Property or the Waxhaw Ventures
Property, as applicable, within its jurisdiction in amending or terminating this Agreement,
provided, however, Lennar's prior written consent shall be required for any amendment or
termination of this Agreement so long as Lennar owns any portion of the Lennar Property.
Notwithstanding anything herein to the contrary, in the event Lennar acquires any portion of the
Waxhaw Ventures Property, then this Agreement shall automatically terminate as to such
acquired portion of the Waxhaw Ventures Property with this Agreement remaining in full force
PSA (Lennar — The Preserve at Forest Creek)v4
53

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
and effect with respect to the remaining portion of the Waxhaw Ventures Property owned by
Waxhaw Ventures, if any.
8. Notice and Addresses. All notices required or desired to be given under this
Agreement shall be in writing and either (a) hand -delivered, (b) sent by certified mail, return
receipt requested, (c) sent via FedEx or similar overnight service, or (d) sent via electronic mail,
so long as notice is also provided through either method (a), (b) or (c) as herein described. All
notices shall be addressed to the party being noticed, and shall be deemed to have been given
(i) when delivered, if by hand delivery, (ii) three (3) business days after deposit in a U.S. Post
Office or official letter box, if sent by certified mail, (iii) one (1) business day after timely
deposited in a FedEx or similar overnight service depository, or (iv) upon transmission by sender
if sent via electronic mail. All notices shall be delivered or sent prepaid for the specified service
by the party giving notice, and shall be addressed as follows:
WAXHAW VENTURES: WAXHAW VENTURES, LLC
Attn:
Telephone No.: ( )
E-Mail:
Copy To:
Attn:
Telephone No.: ()
E-Mail:
LENNAR: LENNAR CAROLINAS, LLC
6701 Carmel Road, Suite 425
Charlotte, North Carolina 28226
Telephone No.: [phone]
Attn: Mark Henninger
E-Mail: mark.henninger(cr�,lennar.com &
david.nelson2lennar.com
Copy To: LENNAR CORPORATION
700 NW 107th Avenue - 4th Floor
Miami, Florida 33172
Attn: General Counsel
E-Mail: mark. sustana2lennar.com
PSA (Lennar — The Preserve at Forest Creek)v4
54

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
Copy To: LENNAR CORPORATION
4600 W. Cypress Street, Suite 200
Tampa, Florida 33607
Telephone No.: [phone]
Attn: Phil Wolf
E-Mail: phil.wolf&lennar.com
Copy To: ST. AMAND & EFIRD, PLLC
3315 Springbank Lane, Suite 308
Charlotte, NC 28226
Telephone No.: [phone]
Attn: Scott Efird
E-Mail: sefirdgstamand-efird.com
or to any other address hereafter designated by any of the parties, from time to time, in writing
and otherwise in the manner set forth herein for giving notice.
[Remainder of Page Intentionally Blank]
PSA (Lennar — The Preserve at Forest Creek)v4
55

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
IN WITNESS WHEREOF, the Parties have set their hands and seals the day and year
first above written, intending to be legally bound.
WAXHAW VENTURES, LLC,
a North Carolina limited liability company
By:_
Name:
Title:
STATE OF NORTH CAROLINA
COUNTY OF
ACKNOWLEDGMENT
On this th day of , 2020 before me personally
appeared , to me known to be the individual described herein who
executed the foregoing instrument and acknowledged that he/she executed the same in the
capacity indicated above.
(Seal)
NOTARY PUBLIC FOR NORTH CAROLINA
My Commission Expires:
PSA (Lennar — The Preserve at Forest Creek)v4
56

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
LENNAR CAROLINAS, LLC,
a Delaware limited liability company
By:
Name: Mark Henninger
Title: Vice President
STATE OF NORTH CAROLINA
ACKNOWLEDGMENT
COUNTY OF MECKLENBURG
On this th day of , 2020 before me personally
appeared Mark Henninger, to me known to be the individual described herein who executed the
foregoing instrument and acknowledged that he/she executed the same in the capacity indicated
above.
(Seal)
NOTARY PUBLIC FOR NORTH CAROLINA
My Commission Expires:
PSA (Lennar — The Preserve at Forest Creek)v4
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DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
EXHIBIT "J"
PRELIMINARY SITE PLAN
The rrekrr at Farm[ Crttb
V",A^W
Lai xl
PSA (Lennar — The Preserve at Forest Creek)v4
58
T

DocuSign Envelope ID: 6613318B-EDE5-46AC-B7C2-5AOOC929307A
PSA (Lennar —The Preserve at Forest Creek)v4
EXHIBIT "K"
The Preserve at Forest Creek Subdivision
Lot*
Address
6
2061 Waxhaw Crossing
Drive
7
3001 Waxhaw Crossing
Drive
B
3011 WaKhaw Crossing
Drive
9
3019 Y whaw Crossing
ariue
10
4001 Waxhaw Crossing
ariue
11
4007 Vaxhaw Crossin
q ariue
12
4013 Waxhaw Crossing
drive
13
4019 Waxhaw Crossing
dri4J@
14
4025 Warshaw Cro sging
❑rime
15
4012 Wauhaw DOSSIng
Drive
16
4006 Waxhaw Dozfiinq
Drive
17
4000 Waxhaw Crossing
❑riVe
18
3026 Waxhaw Crossing
❑riuc%
18
3020 Waxhaw Crossing
Qrive
20
3014 Waxhaw Crossing
Drive
21
3006 Waxhaw GFOssinq
❑rime
22
3000 Wanhaw Cro ssing
❑rime,
23
5001 Waxhaw Crossing
Drive
24
5007 Waxhaw Crossin
q ariue
25
5013 Waxhaw Crossing
Drive
26
5019 Waxhaw Crossing
ariue
27
5025 blashaw Crossing
Qrwe
20
NRD Address
29
No Address
30
No Address
31
No Address
32
6007 Waxhaw Crossing
ariue
33
No Address
34
No Address
35
No Address
36
No Address
37
No ra.ddress
38
No Address
39
No Address
40
6018 Waxhaw Crossing
Drive
41
No Address
42
No Address
43
No Address
44
5040 Wamhaw Crossin
prise
45
5042 Wwhaw Crossin
q Criue
46
5036 Waxhaw Crossin
q Drive
47
5030 Waxhaw Crossin
a Drive
48
5024 Waxhaw Crossing
Drive
49
5018 Waxhaw Crossing
Drive
50
5012 Waxhaw Crossing
❑rim@
51
5006 Waxhaw Crossin
Q ❑rime
52
5000 Warshaw Crossing
Drive
59