SW3191101_Purchase Agreement_20191223

312012019 Polsinelli draft
AGREEMENT OF PURCHASE AND SALE
North Pilot Knob Road, Lincoln County, North Carolina
ARTICLE 1. PROPERTY/PURCHASE PRICE
1.1 Certain Basic Terms.
(a) Purchaser and Notice Address:
With a copy to:
Cambridge Commons MF LLC
Cambridge Commons MF LLC
c/o ArchCo Residential LLC
c/o ArchCo Residential LLC
Attn: Jason Jacobson
Attn: Neil T. Brown
7 Piedmont Center, Suite 300
7 Piedmont Center, Suite 300
Atlanta, GA 30305
Atlanta, GA 30305
Telephone: [phone]
Telephone: [phone]
E-mail: iiacobson _ archcoresidential.com
E-mail: neil _ ntbrown.com
(b) Seller and Notice Address:
and to:
Polsinelli PC
Attn: Mike Shomo
1401 Lawrence Street, Suite 2300
Denver, Colorado 80202-2498
Telephone: [phone]
E-mail: mshomokpolsinelli.com
With a copy to:
Prestige Acquisitions, LLC
The Jonas Law Firm
Attn: Brian Mahoney
Attn: Rob Brown
21000 Torrence Chapel Road
1258 N. NC-16 Business Hwy
Cornelius, North Carolina 28031
Denver, NC 28037
Telephone: [phone]
Telephone: [phone]
E-mail: mohobAme.com
E-mail: rbrownAjonaslaw.com
(c) Title Company, Escrow Agent and Notice Address:
Fidelity National Title Company
Attn: Teresa Hott
1401 17t' Street, Suite 480
Denver, CO 80202
Telephone: [phone]
E-mail: Teresa.HottAaffnf.com
(d) Agreement Date: The latest date of execution by the Seller or the Purchaser, as
indicated on the signature page of this Agreement.
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(e) Purchase Price:
$3,080,000.00.
(f) Earnest Money: Collectively, when deposited, the First Deposit (defined in
Section 1.3(a)), the Second Deposit (defined in
Section 1.3(a)), the First Closing Extension Deposit (defined
in Section 5.1(b)), and the Second Closing Extension Deposit
(defined in Section 5.1(b)), plus any interest earned on such
amounts.
(g) Due Diligence Period: The period ending 75 days after the Agreement Date.
(h) Closing Date: As designated by the Purchaser upon not less than five days
prior notice, but no later than 60 days after the end of the Due
Diligence Period, as it may be extended if Purchaser properly
exercises its option to extend the Closing Date as provided in
Section 5.1(b).
(i) Proposed Project: A garden apartment project comprised of approximately 247-
260 units, pursuant to plans and specifications prepared by and
satisfactory to Purchaser.
(j) Business DU-. Any day which is not (i) a Saturday, (ii) a Sunday or (iii) a
holiday on which national banks operating in North Carolina,
are authorized to be closed.
1.2 Pro e .
(a) Subject to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser,
and Purchaser agrees to purchase from Seller, the property known as the Cambridge Commons Multifamily
site, which consists of approximately 10.6 acres of land located in Lincoln County, North Carolina, and is
comprised of Lot IA, Lot 1B and Lot 2 (the "Land") as described on the draft plat attached to this
Agreement as Exhibit A (the "Draft Plat"), together with all and singular rights, benefits, privileges,
easements, tenements, hereditaments, and appurtenances belonging or appertaining to the Land, and
Seller's rights, easements or other interests, if any, in and to adjacent streets, alleys and rights -of -way, or
other property abutting the Land, and together with any and all minerals and mineral rights, water and
water rights, wells, well rights and well permits, water and sewer taps, sanitary or storm sewer capacity or
reservations and rights under utility agreements with any applicable governmental or quasi -governmental
entities or agencies with respect to the providing of utility services to the Land (collectively, the
"Pro e ").
(b) As of the Agreement Date, Lot 1B of the Land is owned by Cecil M. Dellinger and
Deborah L. Dellinger (collectively, the "Lot 1B Owner"), and Lot IA and Lot 2 of the Land are owned by
Cecil M. Dellinger and Doris D. Keever (collectively, the "Lot IA/Lot 2 Owner"). Seller and the Lot 1B
Owner are parties to a purchase and sale agreement under which Seller will acquire title to Lot 1B (the "Lot
1B Contract'). Seller and the Lot IA/Lot 2 Owner are parties to a purchase and sale agreement under
which Seller will acquire title to Lot IA and Lot 2 (the "Lot IA/Lot 2 Contract"). Seller expects to close
on its acquisition of Lot 113, pursuant to the Lot 1B Contract, and its acquisition of Lot IA and Lot 2,
pursuant to the Lot IA/Lot 2 Contract, on April 30, 2019.
1.3 Earnest Money.
(a) Within five Business Days after Purchaser's receipt of a fully executed copy of this Agreement,
Purchaser shall make an initial deposit of $25,000.00 (the "First Deposit') with the Escrow Agent. If Purchaser
delivers a Due Diligence Approval Notice in accordance with Section 2.2(c), Purchaser shall make a second deposit
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of $50,000.00 (the "Second Deposit") with the Escrow Agent within five Business Days after the later of (1) the
expiration of the Due Diligence Period or (2) Seller's closing on its acquisition of title to the Property.
(b) If this Agreement terminates pursuant to any express right of Purchaser to terminate this
Agreement, the Escrow Agent shall refund the Earnest Money to Purchaser immediately upon request, and all
further rights and obligations of the parties under this Agreement shall terminate, except those which by their terms
survive any termination of this Agreement.
(c) The Earnest Money shall be applied to the Purchase Price at Closing. The Escrow Agent shall
hold and disburse the Earnest Money in accordance with Article 9 of this Agreement.
ARTICLE 2. INSPECTION AND DEVELOPMENT APPROVALS
2.1 Seller's Delivery of Specified Documents. Purchaser acknowledges that it received Property Information
(defined below) from the Lot IB Owner and the Lot IA/Lot2 Owner prior to the execution of the Lot IB Contract
and the Lot IA/Lot2 Contract. Within five Business Days after the Agreement Date, Seller shall provide to
Purchaser the following information with respect to the Property (the "Property Information"), to the extent it was
that was created for, or otherwise received by, Seller after the execution of the Lot IB Contract or the Lot IA/Lot 2
Contract: (i) the latest property tax bills and value renditions from all taxing authorities; (ii) any environmental
reports and a schedule listing any such reports; (iii) all existing plans, specifications, permits, approvals (and any
applications for permits or approvals), maps and surveys (including, without limitation, archaeological, boundary,
topographic and tree surveys); (iv) any subdivision reports; (v) any existing title report, commitment or policy,
together with copies of any covenants, conditions, restrictions and other exceptions to title; (vi) any soils and
engineering reports; (vii) any written notices, reports, citations, orders, decisions, correspondence, or memoranda
from any governmental authority (including, but not limited to, copies of any zoning letters); (viii) all agreements
with or applications to, and responses and decisions from, any governmental authority with respect to any zoning
modification, variance, exception, platting or other matter relating to the zoning use, development, subdivision or
platting of the Property; (ix) copies of all agreements, studies, reports, correspondence and other documents relating
to the presence or absence of any endangered species or environmentally sensitive areas on the Property; (x) any
pleadings, judgments, court orders and settlement agreements relating to or resulting from legal proceedings
affecting the Property; and (xi) any leases, contracts or agreements relating to the Property or services being
provided or to be provided to the Property, including, without limitation, any agreements with electric, cable, gas,
telephone or other utility providers. Seller shall provide to Purchaser any documents described above and coming
into Seller's possession or control or produced by Seller after the initial delivery above and shall continue to provide
same during the pendency of this Agreement.
2.2 Due Diligence.
(a) Within five Business Days after the Agreement Date, Seller shall obtain, and deliver written
evidence of, permission of the Lot 1B Owner and the Lot IA/Lot 2 Owner for Purchaser to enter onto, examine,
inspect and investigate the Property as provided in this Section 2.2.
(b) Purchaser shall have through the last day of the Due Diligence Period in which to examine,
inspect, and investigate the Property and, in Purchaser's sole and absolute judgment and discretion, to determine
whether the Property is acceptable to Purchaser, whether Purchaser is prepared to make an investment in the
Property, and for Purchaser to obtain all necessary internal approvals.
(c) If Purchaser, in Purchaser's sole and absolute judgment and discretion, determines that the
Property is acceptable to Purchaser, Purchaser may deliver a written notice to Seller and Escrow Agent (a "Due
Diligence Approval Notice") on or before the last day of the Due Diligence Period. If Purchaser so delivers a Due
Diligence Approval Notice to Seller and Escrow Agent, Purchaser and Seller shall proceed to Closing in accordance
with and subject to the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this
Agreement, Purchaser may terminate this Agreement by giving notice of termination (a "Due Diligence Termination
Notice") to Seller on or before the last day of the Due Diligence Period. If Purchaser fails to deliver either a Due
Diligence Approval Notice or a Due Diligence Termination Notice to Seller and Escrow Holder, Purchaser shall be
deemed to have delivered a Due Diligence Termination Notice on the last day of the Due Diligence Period and
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Purchaser shall be deemed to have terminated this Agreement effective as of the expiration of the Due Diligence
Period.
(d) Purchaser and its agents, employees, and representatives shall have a continuing right of
reasonable access to the Property during the pendency of this Agreement for the purpose of conducting surveys,
engineering, geotechnical, environmental, and any other inspections, studies, or tests reasonably required by
Purchaser (including intrusive inspection and sampling), and showing the property to lenders and investors. In the
course of its investigations Purchaser may make inquiries to third parties including, without limitation, lenders,
contractors, and municipal, local, and other government officials and representatives, and Seller consents to such
inquiries. Purchaser shall keep the Property free and clear of any liens and will indemnify, defend, and hold Seller
harmless from all claims and liabilities asserted against Seller as a result of any such entry by Purchaser, its agents,
employees, or representatives, excluding any claims or liabilities arising from Purchaser's discovery of any
condition relating to the Property. If any inspection or test disturbs the Property, Purchaser will restore the Property
to the same condition as existed prior to any such inspection or test. Purchaser's obligations under this
Section 2.2(d) shall survive the Closing and any termination of this Agreement.
(e) Notwithstanding the foregoing, prior to conducting any such tests or surveys, Purchaser shall
provide proof satisfactory to Seller that it has obtained liability insurance in an amount of at least $1,000,000 with an
insurer with an A.M. Best rating of at least "A," to insure Seller against any risks incurred and naming Seller as an
additional insured.
2.3 Seller Cooperation. Seller agrees to cooperate fully with Purchaser, without expense to Seller, to enable
Purchaser to apply for and obtain from all applicable private and governmental authorities final zoning platting, site
plan and all other applicable development approvals, permits, licenses and easements (excluding only a building
permit) required in connection with the development and construction of the Proposed Project (collectively, the
"Development Approvals"). Purchaser's efforts to obtain the Development Approvals shall be at its sole cost and
expense (including the posting of any fiscal requirements). Seller shall execute all documents required for the
development approval process including the appointment of Purchaser as its agent or nominee to obtain any
Development Approvals. Seller shall appear at public hearings, city staff meetings, or other meetings related to the
approval of Purchaser's application(s) as may be reasonably requested by Purchaser.
2.4 Seller Acquisition of Prope!:ty. Seller shall acquire title to the Land and deliver written evidence of such
acquisition to Purchaser before by the end of the Due Diligence Period. If Seller does not deliver such evidence to
Purchaser by the end of the Due Diligence Period, this Agreement may be terminated pursuant to Section 2.2(c), the
Earnest Money shall be immediately returned to Purchaser, and, in addition, Seller shall reimburse Purchaser up to
$25,000 for all third -party costs Purchaser incurred during the Due Diligence Period and legal costs associated with
the negotiation and preparation of this Agreement.
2.5 Seller Subdivision. Before the end of the Due Diligence Period, Seller shall apply for, obtain, and deliver
to Purchaser written evidence of, the approval of Lincoln County, North Carolina for a subdivision that creates
Lot IA, Lot 1B and Lot 2 as legally subdivided lots that can be legally conveyed to Purchaser (the "Subdivision").
The location of the boundaries of Lot IA, Lot 1B and Lot 2, as created by the Subdivision, shall be consistent with
the location of Lot IA, Lot 1B and Lot 2 as shown on the Draft Plat.
2.6 Adverse Conditions. As a condition to Purchaser's obligation to close, there shall be no material change in
any condition of or affecting the Property not caused by Purchaser or its contractors, employees, affiliates or other
related or similar parties, that has occurred after the Due Diligence Period including without limitation (i) any
dumping or discovery of refuse or environmental contamination; or (ii) access.
ARTICLE 3. TITLE AND SURVEY REVIEW
3.1 Delivery of Title Commitment and Survey. Purchaser shall cause to be prepared and delivered to Seller a
current, effective commitment for title insurance (the "Title Commitment") issued by the Title Company, in the full
amount of the Purchase Price with Purchaser as the proposed insured, and accompanied by true, complete, and
legible copies of all documents referred to in the Title Commitment. Purchaser may also order a current
ALTA/NSPS survey of the Property (the "Survey").
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3.2 Title Review and Cure. During the Due Diligence Period, Purchaser shall review title to the Property as
disclosed by the Title Commitment and the Survey. Seller will cooperate with Purchaser in curing any objections
Purchaser may have to title to the Property. Seller shall have no obligation to cure title objections except (a) liens or
exceptions for delinquent property taxes and assessments and related penalties, (b) deeds of trust and mortgages,
(c) mechanics' liens, (d) other monetary liens, and (e) any exceptions or encumbrances to title which are created by,
through or under Seller after the Agreement Date without the written consent of Purchaser, all of which shall be
removed from title to the Property by the Closing Date. Without limiting Seller's obligations in the prior sentence
or elsewhere in this Agreement or Purchaser's remedies under Section 8.1, Purchaser may terminate this Agreement
and receive a refund of the Earnest Money if the Title Company revises the Title Commitment after the expiration of
the Due Diligence Period to add or modify exceptions or to delete or modify the conditions to obtaining any
endorsement requested by Purchaser during the Due Diligence Period if such additions, modifications or deletions
are not acceptable to Purchaser and are not removed by the Closing Date. "Permitted Exceptions" means (i) the
specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment
that Purchaser has approved as of the expiration of the Due Diligence Period and that Seller is not required to
remove as provided above, and (ii) real estate taxes not yet due and payable.
3.3 Delivery of Title Policy at Closing. At Closing, as a condition to Purchaser's obligation to close, the Title
Company shall deliver to Purchaser an ALTA (or other form required by state law) Owner's Policy of Title
Insurance ("Title Policy") issued by the Title Company with ALTA General Exceptions 1 through 5 deleted (or
corresponding deletions or endorsements if the Property is located in a non-ALTA state), containing the Purchaser's
Endorsements, dated the date and time of the recording of the Deed in the amount of the Purchase Price, insuring
Purchaser as owner of good, marketable and indefeasible fee simple title to the Property, subject only to the
Permitted Exceptions. "Purchaser's Endorsements" means, to the extent such endorsements are available under the
laws of the state in which the Property is located: (a) owner's comprehensive; (b) access; (c) survey (accuracy of
survey); (d) location (survey legal matches title legal); (e) separate tax lot; (f) legal lot; (g) zoning 3.0; and (h) such
other endorsements as Purchaser may require based on its review of the Title Commitment and Survey. Seller shall
execute at Closing an affidavit on the Title Company's standard form so that the Title Company can delete or
modify the standard printed exceptions as to parties in possession, unrecorded liens, and similar matters and, if
required to issue the Title Policy at Closing, the customary gap indemnity. The Title Policy may be delivered after
the Closing if at the Closing the Title Company issues a currently effective, duly -executed "marked -up" Title
Commitment and irrevocably commits in writing to issue the Title Policy in the form of the "marked -up" Title
Commitment promptly after the Closing Date.
3.4 Title and Survey Costs. The cost of the premium for the Title Policy, including any search and exam fees
and the premium for the Purchaser's Endorsements, shall be paid by Purchaser. The cost of the Survey shall be paid
by Purchaser.
ARTICLE 4. OPERATIONS AND RISK OF LOSS
4.1 Performance under Contracts. During the pendency of this Agreement, Seller will perform its material
obligations under agreements that affect the Property.
4.2 New Contracts. During the pendency of this Agreement, Seller will not enter into any contract that will be
an obligation affecting the Property after the Closing without Purchaser's prior written consent.
4.3 Listings and Other Offers. During the pendency of this Agreement, Seller will not list the Property with
any broker or otherwise solicit or make or accept any offers to sell the Property, engage in any discussions or
negotiations with any third party with respect to the sale or other disposition of the Property, or enter into any
contracts or agreements (whether binding or not) regarding any disposition of the Property (except the Lot 1B
Contract and the Lot IA/Lot 2 Contract as they relate to Seller's acquisition of the Property).
4.4 Seller's Obligations. Other than the obligations of Seller expressly assumed by Purchaser, Seller, subject to
the terms and conditions of this Agreement, covenants that it shall pay and discharge any and all liabilities of each
and every kind arising out of or by virtue of the conduct of its business before and as of the Closing Date on or
related to the Property. The provisions of this Section 4.4 shall survive the Closing.
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4.5 Condemnation. Promptly, but no later than 10 days, after Seller receives notice of proceedings in eminent
domain regarding the Property that are contemplated, threatened or instituted by any applicable governmental or
other authority having the power of eminent domain ("Eminent Domain Proceedings"), Seller shall give written
notice of the proceedings to Purchaser. Within 10 days after Purchaser receives notice of any Eminent Domain
Proceedings (and if necessary the Closing Date shall be extended to give Purchaser the full 10-day period to make
its election), Purchaser shall give written notice to Seller either to: (i) terminate this Agreement and the Earnest
Money shall be immediately returned to Purchaser; or (ii) proceed under this Agreement, in which event Seller shall,
at the Closing, assign to Purchaser its entire right, title and interest in and to any condemnation award, and Purchaser
shall have the sole right during the pendency of this Agreement to negotiate and otherwise deal with the condemning
authority with respect to such eminent domain proceedings.
ARTICLE 5. CLOSING
5.1 Closing
(a) The consummation of the transaction contemplated in this Agreement ("Closing') shall occur on
the Closing Date at the offices of the Escrow Agent. Closing shall occur through an escrow with the Escrow Agent.
The balance of the Purchase Price, plus or minus proration, shall be deposited into and held by Escrow Agent in a
closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all
closing conditions and deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the
closing documents to the appropriate parties and make disbursements according to the closing statements executed
by Seller and Purchaser. The Escrow Agent and the Title Company shall agree in writing with Purchaser that
(a) recordation of the Deed constitutes the Escrow Agent's representation that it is holding the closing documents,
closing funds and closing statement and is prepared and irrevocably committed to disburse the closing funds in
accordance with the closing statement and (b) upon the Escrow Agent's release of funds to Seller, the Title
Company shall be irrevocably committed to issue the Title Policy in accordance with this Agreement.
(b) Purchaser may extend the Closing Date up to two times for not more than 30 days each time.
Purchaser shall exercise the first extension option, at least five days prior to the Closing Date, by both (i) giving
written notice to Seller and the Escrow Agent and (ii) depositing $10,000.00 (the "First Closing Extension Deposit")
with the Escrow Agent. Purchaser shall exercise the second extension option, at least five days prior to the Closing
Date, by both (i) giving written notice to Seller and the Escrow Agent and (ii) depositing $10,000.00 (the "Second
Closing Extension Deposit") with the Escrow Agent. Once deposited, the First Closing Extension Deposit and the
Second Closing Extension Deposit shall be nonrefundable, except to the extent the Earnest Money is refundable in
accordance with the terms and condition of this Agreement. The First Closing Extension Deposit and the Second
Closing Extension Deposit shall be applied to the Purchase Price at Closing.
5.2 Conditions to the Parties' Obligations to Close.
(a) In addition to all other condition set forth in this Agreement, the obligation of Seller, on the one
hand, and Purchaser, on the other hand, to consummate the transactions contemplated under this Agreement shall be
conditioned on the following:
(1) The other party's representation and warranties contained in this Agreement shall be true
and correct as of the Agreement Date and the Closing Date. For purposes of this Section 5.2(a)(1)(a), if a
representation is made to knowledge, but the factual matter that is the subject of the representation is false
notwithstanding any lack of knowledge or notice to the party making the representation, such event shall
constitute a failure of this condition only, and not a default by the party making such representation;
(2) As of the Closing Date, the other party shall have performed its obligations under this
Agreement and all deliveries to be made at Closing have been tendered;
(3) There shall exist no pending or threatened actions, suits, arbitration, claims, attachments,
proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other
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proceedings, pending or threatened against the other party or the Property that would materially and
adversely affect the other parry's ability to perform its obligations under this Agreement; and
(4) There shall exist no pending or threatened action, suit or proceeding with respect to the
other party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain
damages or a discovery order with respect to, this Agreement or the consummation of the transactions
contemplated under this Agreement.
(b) In addition to all other conditions set forth in this Agreement, the obligation of Purchaser to
consummate the transactions contemplated under this Agreement shall also be conditioned on the following:
(1) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings,
assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings,
pending or threatened against the Property that would materially and adversely affect the Property, the
operation of the Property or Purchaser's Proposed Project;
(2) There shall exist no pending or threatened review or appeal of, and there shall exist no
right to review or appeal, the Subdivision by any governmental authority or person other than Purchaser;
and
(3) There shall exist no pending or threatened moratorium on development or other
governmental or quasi -governmental action which could prohibit or delay Purchaser's development of the
Proposed Project.
(c) So long as a party is not in default under this Agreement, if any condition to that party's obligation
to proceed with the Closing under this Agreement has not been satisfied as of the Closing Date, the party may, in its
sole discretion, elect to (i) terminate this Agreement by delivering written notice to the other party on or before the
Closing Date, (ii) extend the Closing until such condition is satisfied, or (iii) consummate this transaction
notwithstanding the non -satisfaction of such condition, in which event the party shall be deemed to have waived any
such condition. If a party elects to close, notwithstanding that a condition to that parry's obligation to proceed with
the Closing has not been satisfied, the other party shall have no liability for breaches of representations and
warranties of which the party electing to close had actual knowledge at the Closing. Notwithstanding the foregoing,
the failure of a condition due to the breach of a party shall not relieve the breaching party from any liability it would
otherwise have under this Agreement.
5.3 Seller's Deliveries in Escrow. On or prior to the Closing Date, Seller shall deliver in escrow to the Escrow
Agent the following:
(a) Deed. A general warranty deed (warranting title against any party) in form provided for under the
law of the state where the Property is located or otherwise in conformity with the custom in such jurisdiction and
mutually satisfactory to the parties, executed and acknowledged by Seller, conveying to Purchaser good,
indefeasible and marketable fee simple title to the Property, subject only to the Permitted Exceptions (the "Deed").
(b) Assignment of Intangible Prop. Such assignments and other documents and certificates as
Purchaser may reasonably require in order to fully and completely transfer and assign to Purchaser all of Seller's
right, title, and interest, in and to the Development Approvals, all documents and contracts related to the
Development Approvals, and any other permits, rights under utility agreements and similar rights applicable to the
Property.
(c) Assignment of Pre -Development Materials and Rights. An assignment of all plats, plans,
development and other rights in the form attached here as Exhibit B ("Assignment of Pre -Development Materials
and Rights"), executed by Seller.
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(d) Assignment of Water and Sewer Allocations. An assignment of all of Seller's right, title and
interest in available multi -family water and offsite sewer allocations in the form attached here as Exhibit C
("Assignment of Water and Sewer Allocations"), executed by Seller.
(e) Plat. If any plats or approvals required in connection with the Development Approvals are to be
recorded at or immediately after the Closing, the final executed plat or approvals in form for recording according to
applicable law.
(f) State Law Disclosures. Such disclosures and reports, required by applicable state and local law in
connection with the conveyance of real property.
(g) FIRPTA. A Foreign Investment in Real Property Tax Act (" FIRPTA") certificate of non -foreign
status in the form attached to this Agreement as Exhibit D and executed by Seller. If Seller fails to provide the
FIRPTA certification on the Closing Date, Purchaser may proceed with withholding provisions as provided by law.
(h) Certificate of Representations and Warranties. A certificate executed by Seller, reaffirming and
updating to the Closing Date the representations and warranties given by Seller under Section 7.1.
(i) CCRs. If the Property is subject to a declaration of covenants, conditions and restrictions or
similar instrument ("CCRs") governing or affecting the use, operation, maintenance, management or improvement
of the Property, estoppel certificates, in form and substance satisfactory to Purchaser, from the declarant,
association, committee, agent and/or other person or entity having governing or approval rights under the CCRs.
0) Authori1y. Evidence of the existence, organization, and authority of Seller and the authority of the
person executing documents on behalf of Seller reasonably satisfactory to Purchaser, the Escrow Agent, and the
Title Company.
(k) Additional Documents. Any additional documents that Purchaser, the Escrow Agent or the Title
Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement.
5.4 Purchaser's Deliveries in Escrow. On or prior to the Closing Date, Purchaser shall deliver in escrow to the
Escrow Agent the following:
(a) Purchase Price. The Purchase Price, less the Earnest Money, plus or minus applicable prorations,
deposited by Purchaser with the Escrow Agent in immediate, same day federal funds wired for credit into the
Escrow Agent's escrow account.
(b) Reimbursement. $162,573, as reimbursement for the consideration previously paid by Seller to
Purchaser for the Purchaser's Pre -Development Materials and Rights, deposited by Purchaser with the Escrow
Agent in immediate, same day federal funds wired for credit into the Escrow Agent's escrow account.
(c) Assignment of Pre -Development Materials and Rights. The Assignment of Pre -Development
Materials and Rights, executed by Purchaser.
(d) Assignment of Water and Sewer Allocations. The Assignment of Water and Sewer Allocations,
executed by Purchaser.
(e) State Law Disclosures. Such disclosures and reports required by applicable state and local law in
connection with the conveyance of real property.
(f) Additional Documents. Any additional documents that Seller, the Escrow Agent or the Title
Company may reasonably require for the proper consummation of the transaction contemplated by this Agreement.
5.5 Closing Statements. At Closing, Seller and Purchaser shall deposit with the Escrow Agent executed
closing statements consistent with this Agreement in form required by the Escrow Agent. If Seller and Purchaser
8
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cannot agree on the closing statements to be deposited as aforesaid because of a dispute over the prorations and
adjustments set forth in the closing statements, the Closing nevertheless shall occur, and the amount in dispute shall
be withheld from the Purchase Price and placed in an escrow with the Escrow Agent, to be paid out upon the joint
direction of the parties or pursuant to court order upon resolution or other final determination of the dispute.
5.6 Title Policy. The Title Company shall deliver to Purchaser the Title Policy pursuant to Section 3.3.
5.7 Possession. Seller shall deliver possession of the Property to Purchaser at the Closing subject only to the
Permitted Exceptions.
5.8 Costs. Seller and Purchaser shall evenly divide (a) the cost of recording the Deed and any other documents
to be recorded in connection with the closing, (b) all documentary, transfer, excise and similar taxes and fees and
(c) the Escrow Agent's fee. Each party to this Agreement shall pay its own attorney fees.
ARTICLE 6. PRORATIONS
6.1 Proration of Taxes and Assessments. Purchaser shall receive a credit for any accrued but unpaid general
real estate taxes and assessments (including without limitation any assessments imposed by private covenant,
"Taxes") applicable to any period before the Closing Date, even if such Taxes are not yet due and payable. If the
amount of any Taxes has not been determined as of Closing, such credit shall be based on the most recent
ascertainable Taxes and shall be reprorated upon issuance of the final tax bill. Purchaser shall receive a credit for
any special assessments which are levied or charged against the Property, whether or not then due and payable. The
provisions of this Section 6.1 shall survive the Closing.
6.2 Sales, Transfer, and Documentary Taxes. Seller and Purchaser shall equally pay all documentary, excise,
transfer / revenue stamps or similar taxes and fees imposed in connection with this transaction under applicable local
or state law. The provisions of this Section 6.2 shall survive the Closing.
6.3 Commissions. Seller and Purchaser represent and warrant each to the other that they have not dealt with
any real estate broker, sales person or finder in connection with this transaction. In the event of any claim for
broker's commissions, finder's fees or similar compensation in connection with the negotiation, execution or
consummation of this Agreement or the transactions contemplated under this Agreement, each party shall indemnify
and hold harmless the other party from and against any such claim based upon any statement, representation or
agreement of the indemnifying party. Without limiting the foregoing provisions of this Section 6.3, Seller shall
indemnify and hold harmless Purchaser from and against any claim asserted by Robert Davis for broker's
commissions, finder's fees or similar compensation in connection with the negotiation, execution or consummation
of this Agreement or the transactions contemplated under this Agreement. The provisions of this Section 6.3 shall
survive the Closing or termination of this Agreement.
6.4 Other Expenses. Unless otherwise expressly agreed in writing between Seller and Purchaser, no other
expense related to the ownership or operation of the Property shall be charged to or paid or assumed by Purchaser,
whether allocable to any period before or after the Closing.
ARTICLE 7. REPRESENTATIONS AND WARRANTIES
7.1 Seller's Representations and Warranties. As a material inducement to Purchaser to execute this Agreement
and consummate this transaction, Seller represents and warrants to Purchaser that:
(a) Authori . Upon the closing under the Lot 1B Contract and the Lot IA/Lot 2 Contract, Seller will
be the sole owner of fee simple title to the Property. Seller has been duly organized and is validly existing as a
North Carolina limited liability company and is in good standing in the state of its organization. Seller has the full
right and authority and will have obtained any and all consents required to authorize Seller to enter into this
Agreement, consummate or cause to be consummated the sale of the Property and make or cause to be made
transfers and assignments contemplated in this Agreement. The persons signing this Agreement on behalf of Seller
are authorized to do so. This Agreement has been, and the documents to be executed by Seller pursuant to this
67769277.10

Agreement will be, authorized and properly executed and does and will constitute the valid and binding obligations
of Seller, enforceable against Seller in accordance with their terms.
(b) Lot 1B Contract and Lot IA/Lot 2 Contract. Seller is a parry to the Lot 1B Contract, and Seller
has the right to acquire title to Lot 1B pursuant to the Lot 1B Contract. Seller is a parry to the Lot IA/Lot 2
Contract, and Seller has the right to acquire title to Lot IA and Lot 2 pursuant to the Lot IA/Lot 2 Contract. To
Seller's knowledge, no parry to the Lot 1B Contract is in default under the Lot 1B Contract, and no parry to the Lot
IA/Lot 2 Contract is in default under the Lot IA/Lot 2 Contract.
(c) Conflicts and Pending Actions or Proceedings. There is no agreement to which Seller is a parry
or, to Seller's knowledge, binding on Seller which is in conflict with this Agreement. There is no action or
proceeding pending or, to Seller's knowledge, threatened against or relating to the Property, which challenges or
impairs Seller's ability to execute or perform its obligations under this Agreement.
(d) Agreements with Governmental Authorities/Restrictions. Except as included in the Property
Information delivered to Purchaser or as may be entered into by Purchaser in connection with Purchaser's obtaining
the Development Approvals, Seller has not entered into, and has no knowledge of, any agreement with or
application to any governmental authority with respect to any zoning modification, variance, exception, platting or
other matter. To Seller's knowledge, neither Seller nor the Property is in violation or non-compliance with any
restriction or covenant affecting the Property.
(e) Condemnation. To the best of Seller's knowledge, no condemnation, eminent domain or similar
proceedings are pending or threatened with regard to the Property.
(f) Properly Rights. To the best of Seller's knowledge, no person or entity holds any right of first
refusal or other right to acquire the Property and, except as disclosed in the Property Information, no person or entity
holds any leases, easements or any other rights to use or occupy the Property.
(g) Notice of Special Assessments. Seller has not received any notice and has no knowledge of any
pending or threatened liens, special assessments, condemnations, impositions or increases in assessed valuations to
be made against the Property by any governmental authority.
(h) Zoning. The Property is currently zoned for PD-R (Planned Development -Residential) and Seller
has no knowledge of any pending or threatened zoning change.
(i) Property Information. To Seller's knowledge, the Property Information contains all material
documents, files, written information, books and records in Seller's possession or control and relating to the
Property and the Property Information is true, correct and complete in all material respects.
0) Environmental. Seller has no knowledge of any violation of Environmental Laws (defined below)
related to the Property or the presence or release of Hazardous Materials (defined below) on or from the Property
except as disclosed in the Property Information. Seller has not manufactured, introduced, released or discharged
from or onto the Property any Hazardous Materials or any toxic wastes, substances or materials (including, without
limitation, asbestos), and Seller has not used the Property or any part of the Property for the generation, treatment,
storage, handling or disposal of any Hazardous Materials, in violation of any Environmental Laws. The term
"Environmental Laws" includes without limitation the Resource Conservation and Recovery Act and the
Comprehensive Environmental Response Compensation and Liability Act and other federal laws governing the
environment as in effect on the Agreement Date together with their implementing regulations and guidelines as of
the Agreement Date, and all state, regional, county, municipal and other local laws, regulations and ordinances that
are equivalent or similar to the federal laws recited above or that purport to regulate Hazardous Materials. The term
"Hazardous Materials" includes petroleum, including crude oil or any fraction thereof, natural gas, natural gas
liquids, liquified natural gas, or synthetic gas usable for fuel (or mixtures of natural gas or such synthetic gas),
asbestos and asbestos containing materials and any substance, material waste, pollutant or contaminant listed or
defined as hazardous or toxic under any Environmental Law.
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(k) Withholding Obligation. Seller's sale of the Property is not subject to any federal, state or local
withholding obligation of Purchaser under the tax laws applicable to Seller or the Property.
(1) ERISA. Seller is not (i) an "employee benefit plan" (within the meaning of section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to the provisions of
Title I of ERISA, (ii) a "plan' that is subject to the prohibited transaction provisions of section 4975 of the Internal
Revenue Code of 1986 (the "Code") or (iii) an entity whose assets are treated as "plan assets" under ERISA by
reason of an employee benefit plan's or plan's investment in such entity.
(m) Anti -Money Laundering Laws. To Seller's actual knowledge, without any duty of investigation,
Seller: (i) is not under investigation by any governmental authority for, or has been charged with, or convicted of,
money laundering, drug trafficking, terrorist -related activities, any crimes which in the United States would be
predicate crimes to money laundering, or any violation of any Anti -Money Laundering Laws (defined below);
(ii) has not been assessed civil or criminal penalties under any Anti -Money Laundering Laws; or (iii) has not had
any of its funds seized or forfeited in any action under any Anti -Money Laundering Laws. The term "Anti -Money
Laundering Laws" means all applicable laws, regulations and sanctions, state and federal, criminal and civil, that:
(1) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (2) limit commercial transactions
with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities
contrary to the interests of the United States; (3) require identification and documentation of the parties with whom a
financial institution conducts business; or (4) are designed to disrupt the flow of funds to terrorist organizations.
(n) Bankruptcy or Insolvency. Seller is not bankrupt or insolvent under any applicable Federal or
state standard, has not filed for protection or relief under any applicable bankruptcy or creditor protection statute and
has not been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor
protection statute. Seller is not entering into the transactions described in this Agreement intending to defraud any
creditor or to prefer the rights of one creditor to any other.
(o) Pending or Threatened Claims. There are no claims, actions, suits or proceedings pending or
threatened against Seller that question (i) the validity or enforceability of any of this Agreement, the Lot 1B Contract
or the Lot IA/Lot 2 Contract or (ii) any action taken by Seller under any of this Agreement, the Lot 1B Contract or
the Lot IA/Lot 2 Contract.
7.2 Purchaser's Representations and Warranties. As a material inducement to Seller to execute this Agreement
and consummate this transaction, Purchaser represents and warrants to Seller that:
(a) Organization and Authority. Purchaser has been duly organized and is validly existing as a
limited liability company, in good standing in the State of Delaware. Subject only to obtaining certain internal
approvals on or before the expiration of the Due Diligence Period, Purchaser has the full right and authority and has
obtained any and all consents required to authorize Purchaser to enter into this Agreement, consummate or cause to
be consummated the purchase of the Property. This Agreement and all of the documents to be delivered by
Purchaser at the Closing have been and will be authorized and properly executed and will constitute the valid and
binding obligations of Purchaser, enforceable in accordance with their terms.
(b) Conflicts and Pending Action. There is no agreement to which Purchaser is a party or to
Purchaser's knowledge binding on Purchaser which is in conflict with this Agreement. There is no action or
proceeding pending or to Purchaser's knowledge, threatened, against Purchaser which challenges or impairs
Purchaser's ability to execute or perform its obligations under this Agreement.
(c) ERISA. Purchaser is not (i) an "employee benefit plan' (within the meaning of section 3(3) of
ERISA) that is subject to the provisions of Title I of ERISA, (ii) a "plan" that is subject to the prohibited transaction
provisions of section 4975 of the Code or (iii) an entity whose assets are treated as "plan assets" under ERISA by
reason of an employee benefit plan's or plan's investment in such entity.
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(d) Compliance with International Trade Control Laws and OFAC Regulations. Purchaser (without
reference to its constituent entities) is not now nor shall it be at any time prior to or at the Closing a Person named in
any executive orders or lists published by OFAC as a Specially Designated National and Blocked Person.
(e) Bankruptcy or Insolvency. Purchaser is not bankrupt or insolvent under any applicable Federal or
state standard, has not filed for protection or relief under any applicable bankruptcy or creditor protection statute and
has not been threatened by creditors with an involuntary application of any applicable bankruptcy or creditor
protection statute. Purchaser is not entering into the transactions described in this Agreement intending to defraud
any creditor or to prefer the rights of one creditor to any other.
(f) Pending or Threatened Claims. There are no claims, actions, suits or proceedings pending or
threatened against Purchaser that question the validity or enforceability of this Agreement or of any action taken by
Purchaser under this Agreement.
Except as expressly set forth in this Agreement or in the documents delivered by Seller at Closing, Purchaser
acknowledges that no representations or warranties, express or implied, have been made by Seller or Seller's
representatives.
7.3 Survival of Representations and Warranties. The representations and warranties set forth in this Article 7
are made as of the Agreement Date and are remade as of the Closing Date and shall not be deemed to be merged into
or waived by the instruments of Closing, but shall survive the Closing for a period of two years. Seller and
Purchaser shall have the right to bring an action on a breach of a representation or warranty in this Article 7 only if
Seller or Purchaser, as the case may be, has given the other party written notice of the circumstances giving rise to
the alleged breach within such two-year period. Each party agrees to defend and indemnify the other against any
claim, liability, damage or expense asserted against or suffered by such other party arising out of the breach or
inaccuracy of any such representation or warranty.
ARTICLE 8. DEFAULT AND REMEDIES
8.1 Seller's Default. If this transaction fails to close as a result of Seller's default, the Earnest Money shall be
returned to Purchaser. In addition, Purchaser shall be entitled to such remedies for breach of contract as may be
available at law and in equity, including without limitation, the remedy of specific performance.
8.2 Purchaser's Default. If this transaction fails to close due to the default of Purchaser, then Seller's sole
remedy in such event shall be to terminate this Agreement and to retain the Earnest Money as liquidated damages,
Seller waiving all other rights or remedies in the event of such default by Purchaser. Purchaser and Seller have
considered carefully the loss to Seller occasioned by taking the Property off the market as a consequence of the
negotiation and execution of this Agreement, the expenses of Seller incurred in connection with the preparation of
this Agreement and Seller's performance under this Agreement, and the other damages, general and special, which
Purchaser and Seller realize and recognize Seller will sustain but which Purchaser and Seller agree would be
impracticable or extremely difficult to calculate at this time if Purchaser so defaults. Based on all those
considerations, Purchaser and Seller agree that the Earnest Money, together with the interest on it, represents a
reasonable estimate of Seller's damages. Seller agrees to accept the Earnest Money as Seller's total damages and
relief under this Agreement if Purchaser defaults in its obligations to close under this Agreement, Seller waiving all
other rights and remedies.
8.3 Notice of Default. Except for a party's failure to close on the Closing Date, neither party shall have the
right to declare a default by the other party and terminate this Agreement because of a failure by such other party to
perform under the terms of this Agreement unless the other party shall fail to cure such failure to perform within
three Business Days after its receipt of written notice of such failure to perform.
8.4 Other Expenses. If this Agreement is terminated due to the default of a party, then the defaulting party
shall pay any fees due to the Escrow Agent for holding the Earnest Money and any fees due to the Title Company
for cancellation of the Title Commitment.
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ARTICLE 9. EARNEST MONEY PROVISIONS
9.1 Investment and Use of Funds. The Escrow Agent shall invest the Earnest Money in a government insured
interest bearing account satisfactory to Purchaser at an institution having assets of not less than $125,000,000, shall
not commingle the Earnest Money with any funds of the Escrow Agent or others, and shall promptly provide
Purchaser and Seller with confirmation of the investments made. If the Closing under this Agreement occurs, the
Escrow Agent shall deliver the Earnest Money to, or upon the instructions of, Purchaser on the Closing Date.
Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in
writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be
appropriate to enable Escrow Agent to comply with the terms of this Agreement.
9.2 Termination Pursuant to Section 2.2. The Purchaser shall notify the Escrow Agent of the date that the Due
Diligence Period ends promptly after such date is established under this Agreement, and Escrow Agent may rely
upon such notice. If Purchaser elects to terminate the Purchase Agreement pursuant to Section 2.2 (or is deemed to
have terminated this Agreement by failing to deliver a Due Diligence Approval Notice), Escrow Agent shall pay the
entire Earnest Money to Purchaser one Business Day following receipt of the Due Diligence Termination Notice (or
if no Due Diligence Approval Notice is delivered prior to the expiration of the Due Diligence Period, one Business
Day following the last day of the Due Diligence Period) from Purchaser (as long as the current investment can be
liquidated in one day) and this Agreement shall then terminate. No notice to Escrow Agent from Seller shall be
required for the release of the Earnest Money to Purchaser by Escrow Agent. The Earnest Money shall be released
and delivered to Purchaser from Escrow Agent upon Escrow Agent's receipt of the Due Diligence Termination
Notice (or if no Due Diligence Approval Notice is delivered prior to the expiration of the Due Diligence Period, one
Business Day following the last day of the Due Diligence Period) despite any objection or potential objection by
Seller. Seller agrees it shall have no right to bring any action against Escrow Agent which would have the effect of
delaying, preventing, or in any way interrupting Escrow Agent's delivery of the Earnest Money to Purchaser
pursuant to this Section 9.2, any remedy of Seller being against Purchaser, not Escrow Agent.
9.3 Other Terminations. Upon a termination of this Agreement other than as described in Section 9.2, either
party to this Agreement (the "Terminating Party") may give written notice to the Escrow Agent and the other party
(the "Non -Terminating Party") of such termination and the reason for such termination. Such request shall also
constitute a request for the release of the Earnest Money to the Terminating Party. The Non -Terminating Party shall
then have five Business Days in which to object in writing to the release of the Earnest Money to the Terminating
Party. If the Non -Terminating Party provides such an objection, then the Escrow Agent shall retain the Earnest
Money until it receives written instructions executed by both Seller and Purchaser as to the disposition and
disbursement of the Earnest Money, or until ordered by final court order, decree or judgment, which is not subject to
appeal, to deliver the Earnest Money to a particular party, in which event the Earnest Money shall be delivered in
accordance with such notice, instruction, order, decree or judgment. For clarity, this Section 9.3 applies only to a
termination of this Agreement that is initiated by Purchaser or Seller after the expiration of the Due Diligence
Period.
9.4 Interpleader. Except as provided in Section 9.2 above, Seller and Purchaser mutually agree that in the
event of any controversy regarding the Earnest Money, unless mutual written instructions are received by the
Escrow Agent directing the Earnest Money's disposition, the Escrow Agent shall not take any action, but instead
shall await the disposition of any proceeding relating to the Earnest Money or, at the Escrow Agent's option, the
Escrow Agent may interplead all parties and deposit the Earnest Money with a court of competent jurisdiction in
which event the Escrow Agent may recover all of its court costs and reasonable attorneys' fees. Seller or Purchaser,
whichever does not prevail in any such interpleader action, shall be solely obligated to pay such costs and fees of the
Escrow Agent, as well as the reasonable attorneys' fees of the prevailing party in accordance with the other
provisions of this Agreement.
9.5 Liability of Escrow Agent. The parties acknowledge that the Escrow Agent is acting solely as a
stakeholder at their request and for their convenience, that the Escrow Agent shall not be deemed to be the agent of
either of the parties, and that the Escrow Agent shall not be liable to either of the parties for any action or omission
on its part taken or made in good faith, and not in disregard of this Agreement, but shall be liable for its negligent
acts and for any loss, cost or expense incurred by Seller or Purchaser resulting from the Escrow Agent's mistake of
law respecting the Escrow Agent's scope or nature of its duties. Seller and Purchaser shall jointly and severally
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indemnify and hold the Escrow Agent harmless from and against all costs, claims and expenses, including
reasonable attorneys' fees, incurred in connection with the performance of the Escrow Agent's duties under this
Agreement, except with respect to actions or omissions taken or made by the Escrow Agent in bad faith, in disregard
of this Agreement or involving negligence on the part of the Escrow Agent.
9.6 Escrow Fee. Except as expressly provided in this Agreement to the contrary, the escrow fee, if any,
charged by the Escrow Agent for holding the Earnest Money or conducting the Closing shall be shared equally by
Seller and Purchaser.
ARTICLE 10. MISCELLANEOUS
10.1 Parties Bound. Neither party may assign this Agreement without the prior written consent of the other, and
any such prohibited assignment shall be void; provided that Purchaser may assign this Agreement without Seller's
consent to an Affiliate (defined below) or in order to effect an Exchange pursuant to Section 10.18. Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the respective legal representatives,
successors, assigns, heirs, and devisees of the parties. For the purposes of this Section 10.1, "Affiliate" means a
single purpose entity formed to take title to the Property and in which any of Purchaser, ArchCo Residential LLC or
Neil T. Brown holds a direct or indirect interest.
10.2 Headings. The Article and Section headings of this Agreement are for convenience only and in no way
limit or enlarge the scope or meaning of the language of this Agreement.
10.3 Invalidity and Waiver. If any portion of this Agreement is held to be invalid or inoperative, then so far as is
reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and, to the greatest
extent legally possible, effect shall be given to the intent manifested by the portion held invalid or inoperative. The
failure by either party to enforce against the other party any term or provision of this Agreement shall not be deemed
to be a waiver of such party's right to enforce against the other party the same or any other such term or provision in
the future.
10.4 Governing Law. This Agreement shall, in all respects, be governed, construed, applied, and enforced in
accordance with the laws of the state of North Carolina, in which the Property is located.
10.5 Survival. The provisions of this Agreement that contemplate performance after the Closing and the
obligations of the parties not fully performed at the Closing shall survive the Closing and shall not be deemed to be
merged into or waived by the instruments of Closing.
10.6 No Third Party Beneficiary. This Agreement is not intended to give or confer any benefits, rights,
privileges, claims, actions or remedies to any person or entity as a third party beneficiary, decree, or otherwise.
10.7 Entirety and Amendments. This Agreement embodies the entire agreement between the parties and
supersedes all prior agreements and understandings relating to the Property. This Agreement may be amended or
supplemented only by an instrument in writing executed by the party against whom enforcement is sought.
10.8 Time. Time is of the essence in the performance of this Agreement.
10.9 Confidentiality. During the period commencing on the Agreement Date and ending one year after the
Closing Date, Seller shall maintain in strict confidence the terms of the transaction contemplated by this Agreement
(including without limitation, the Purchase Price and the other material economic terms of this transaction) and shall
not disclose, whether through press releases or any other means of publication (oral or written), such documentation
and information, except to Seller's attorneys, accountants, advisors, lenders, and investors involved in the
negotiation and consummation of this transaction (collectively, the "Representatives"). In furtherance of the
foregoing: (i) Seller shall advise each of its Representatives of the confidential nature of any documentation and
information disclosed to them and of Seller's obligations under this Section 10.9; (ii) Seller shall be liable for any
Representative's breach of this Section 10.9; (iii) Seller acknowledges that there may be no adequate remedy at law
for a breach of this Section 10.9, and Purchaser shall have the right to seek injunctive relief for breach or prospective
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breach of this Section 10.9; and (iv) Seller shall defend, indemnify and hold Purchaser harmless from and against
any and all claims, damages, liabilities and expenses, including reasonable attorneys' fees, arising out of or resulting
from a breach of this Section 10.9 by Seller or any of Seller's Representatives. Notwithstanding any terms or
conditions in this Agreement or any related agreement to the contrary, but subject to restrictions reasonably
necessary to comply with federal or state securities laws, any person may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including
opinions or other tax analyses) that are provided relating to such tax treatment and tax structure. Seller is also
permitted to disclose any information otherwise deemed confidential under this Section 10.9 in connection with the
performance of its obligations under this Agreement and any litigation relating to the Property or this transaction.
The provisions of this Section 10.9 shall survive the Closing and any termination of this Agreement.
10.10 No Recording. Purchaser shall not record this Agreement or any memorandum of this Agreement.
10.11 Attorneys' Fees. If either party employs attorneys to enforce any of the provisions of this Agreement, the
party against whom any final judgment is entered agrees to pay the prevailing party all reasonable costs, charges and
expenses, including attorneys' fees, expended or incurred by the prevailing party in connection with the enforcement
action. The provisions of this Section 10.11 shall survive the Closing and any termination of this Agreement.
10.12 Notices. All notices required or permitted under this Agreement shall be in writing and shall be delivered
to the parties at the addresses set forth in Section 1.1. Any such notices shall be sent by (a) overnight delivery using
a nationally recognized overnight courier, in which case notice shall be deemed delivered one Business Day after
deposit with such courier, (b) personal delivery, in which case notice shall be deemed delivered upon receipt, or
(c) electronic mail in a "PDF" format followed by one of the delivery methods described in clauses (a) or (b) above,
in which case notice shall be deemed delivered upon transmission of such notice by electronic mail. A party's
address may be changed by written notice to the other party; provided, however, that no notice of a change of
address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only,
and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. Notices given by
counsel to the Purchaser shall be deemed given by Purchaser and notices given by counsel to the Seller shall be
deemed given by Seller.
10.13 Construction. The parties acknowledge that the parties and their counsel have reviewed and revised this
Agreement and agree that the normal rule of construction — to the effect that any ambiguities are to be resolved
against the drafting party — shall not be employed in the interpretation of this Agreement or any exhibits or
amendments to this Agreement.
10.14 Calculation of Time Periods. Unless otherwise specified, in computing any period of time described in this
Agreement, the day of the act or event after which the designated period of time begins to run is not to be included
and the last day of the period so computed is to be included, unless the last day is not a Business Day, in which
event the period shall run until the end of the next day which is a Business Day. The last day of any period of time
described in this Agreement shall be deemed to end at 6:00 p.m. Lincoln County, North Carolina time.
10.15 Procedure for Indemnity. The following provisions govern actions for indemnity under this Agreement.
Promptly after receipt by an indemnitee of notice of any claim for which the indemnitee is entitled to
indemnification under this Agreement, the indemnitee shall deliver to the indemnitor written notice of the claim.
The indemnitor shall have the right to participate in, and, if the indemnitor agrees in writing that it will be
responsible for any costs, expenses, judgments, damages and losses incurred by the indemnitee with respect to such
claim, to assume the defense of such claim with counsel mutually satisfactory to the indemnitor and the indemnitee.
Notwithstanding the preceding sentence, the indemnitee shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnitor, if the indemnitee reasonably believes that representation of the
indemnitee by the counsel retained by the indemnitor would be inappropriate due to actual or potential differing
interests between the indemnitee and any other party represented by such counsel in any proceeding relating to the
claim. The failure of the indemnitee to deliver written notice to the indemnitor within a reasonable time after the
indemnitee receives notice of any such claim shall not relieve the indemnitor of any liability to the indemnitee under
the indemnity, unless and only if and to the extent that the failure is prejudicial to the indemnitor's ability to defend
the claim. The indemnitee's failure to so deliver written notice to the indemnitor will not relieve the indemnitor of
any liability that it may have to any indemnitee other than the indemnitor's indemnification obligation under this
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Agreement. If an indemnitee settles a claim without the prior written consent of the indemnitor, the indemnitor shall
be released from liability with respect to the claim unless the indemnitor has unreasonably withheld its consent to
the settlement. The provisions of this Section 10.15 shall survive the Closing and any termination of this
Agreement.
10.16 Further Assurances. In addition to the acts and deeds recited in this Agreement and contemplated to be
performed, executed and/or delivered by Seller to Purchaser at Closing, Seller agrees to perform, execute and
deliver, but without any obligation to incur any additional liability or expense, on or after the Closing any further
deliveries and assurances as may be reasonably necessary to consummate the transactions contemplated under this
Agreement or to further perfect the conveyance, transfer and assignment of the Property to Purchaser. The
provisions of this Section 10.16 shall survive the Closing.
10.17 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original, and all of such counterparts shall constitute one Agreement. To facilitate
execution of this Agreement, the parties may execute counterparts of the signature pages and exchange them by
telephone facsimile or electronic mail. Facsimile or electronic signatures will be as valid and binding upon the
parties as are original ink signatures.
10.18 Section 1031 Exchange. Either party may consummate the purchase or sale (as applicable) of the Property
as part of a so-called like kind exchange (an "Exchange") pursuant to § 1031 of the Internal Revenue Code of 1986,
as amended (the "Code"), provided that: (a) the Closing shall not be delayed or affected by reason of the Exchange
nor shall the consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to
the exchanging party's obligations under this Agreement; (b) the exchanging party shall effect its Exchange through
an assignment of this Agreement, or its rights under this Agreement, to a qualified intermediary; (c) neither party
shall be required to take an assignment of the purchase agreement for relinquished or replacement property or be
required to acquire or hold title to any real property for purposes of consummating an Exchange desired by the other
party; and (d) the exchanging party shall pay any additional costs that would not otherwise have been incurred by
the non -exchanging party had the exchanging party not consummated the transaction through an Exchange. Neither
party shall by this Agreement or acquiescence to an Exchange desired by the other party have its rights under this
Agreement affected or diminished in any manner or be responsible for compliance with or be deemed to have
warranted to the exchanging party that its Exchange in fact complies with § 1031 of the Code.
10.19 Limitation on Liability. Seller agrees that it will have no claims or causes of action against any disclosed
or undisclosed, direct or indirect member, partner, principal, parent, subsidiary or other affiliate of Purchaser (the
"Protected Affiliates"), or any officer, director, manager, employee, trustee or shareholder of Purchaser or any of the
Protected Affiliates (together with the Protected Affiliates, the "Protected Parties"), arising out of or in connection
with this Agreement or the transactions contemplated by this Agreement. Seller agrees not to sue or otherwise seek
to enforce any personal obligation of Purchaser against any of the Protected Parties with respect to any matters
arising out of or in connection with this Agreement or the transactions contemplated by this Agreement. The
provisions of this Section 10.19 shall survive the Closing or any termination of this Agreement.
[Remainder of page left intentionally blank; Signature page appears on the following page]
16
67769277.10

SIGNATURE PAGE TO AGREEMENT OF
PURCHASE AND SALE
BY AND BETWEEN
PRESTIGE CORPORATE DEVELOPMENT, LLC
AND
CAMBRIDGE COMMONS MF LLC
IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement on the day and year set forth
below.
PRE
Date: 3 — Z 1— j 1
PURCHASER:
CAMBRIDGE COMMONS MF LLC
By: ArchCo Residential LLC, its sole Member
By: Date:
03/25/19
eil T. rown, its Manager
Escrow Agent has executed this Agreement in order to confirm that the Escrow Agent has received and shall hold
the Earnest Money and the interest earned on it, in escrow, and shall disburse the Earnest Money, and the interest
earned on it, pursuant to the provisions of Article 9.
ESCROW AGENT:
Fidelity National Title Company
By: �� `47-tt _ Date: March 25, 2019
Name: Teresa Hott
Title: Senior Commercial Escrow Officer
67769277.10

AGREEMENT OF PURCHASE AND SALE
North Pilot Knob Road, Lincoln County, North Carolina
EXHIBITS
A - Legal Description of the Land
B - Assignment of Assignment of Pre -Development Materials and Rights
C - Assignment of Water and Sewer Allocations
D - Form of Certificate of Non -Foreign Status
18
67769277.10

EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
A-1
67769277.10

TITLE EXCEPTIONS LOT 1 A & 2 (PER COMMIT. NO. CHI7000126)
1. Any defect, Ilea, e nEi once, adverse claim, IF other ma ter chat appears
IS, the first tmE n the Public Rem d, .,is tad a t,,hG, I— disd... d
hntu,enn Me Commi!them Pat, and the date onvahich AT ftF, Schedule R, Part
I - Requirements are met (NOTA SURVEY ITEM)
2 The Ile, of all taxes for _he year 2018 and thereafter which are not yet due
and payable. INOT A SJRVCY ITLM)
3- D t f cwc,an[s condt t- t rs casemcrrs c g
t.l' opt ons r'Ets of t p h and rgh at f al
E h d p I
g dN,AIhtF,
had ing .t7 f _ Artf Ch
app U [ t HAS!... pt t fit, 11talt th t Wid
t' It or- p d b) pp hl I d d PIPE 110, P 661'
8o k 2191 P g 921 e k 2636. P g 37 d a I tl d
PP e &
LEFTAS ... AREAS FOR NGRFSS & EG v SHO\\N - RES..E
DFLDIED
I GERPD)
4-9 1d g - ,,91 d clhcrLE shown nn rr ap or
pl trecoded'l FlatB ok 16 Pagc 490 .,EESETB.ICK TABL ON MAP)
5. I NTEI ITI ON ALL I O RI ITTED
6- E gF (J f y f f DUE, P. C, .dad in
Bo "'PIT
P g Pay
7.E-- gY(J fSWF nFfTarsw -I- Op, Ene
Cap carded T EASED SEA Page 854 fDOE NOT N FEET SUBJECT
PRO'FRTY
8. E (- ,h (1 f y- f f D p ll—A of Tran,GF - on
d d B Y 1009P g 87.% SUBJECT PROPERTY RS
TO
9. AR —DI) or r ht() IT-E 'n GO 11 at N C. o rtment of Transportation
re d d 8 k2O94 P,9138 . OE - L1v RE 0
AT HOT1111 I
10 E - HALF(,)f' FInf - IF If C. Depart nt NET tan
d d B k2094 Pag, ' 1 ID,ES. NOT AFFECT SUB.ECT PROPERTY REFER' TO
u ED AT HATIVAS 16)
11. D g E d d in Book 2636, P,ge 395 ( MFF FOE BMP
AR € DRAINAGE LINE AREA,
12. Te nl,dY Grad E Semebt rewrded Book 63b Page 402. !DEED
RE ERSTOGFADI NC-PLA S WHICH HATE NOT BEEN PROD TO SURJEV R)
13 M—Ondur, If burburt If FIT R,fB,Il d din BEEF 2636, SIX, C 21'
off dby _ _ d d- FUEL 2AIT2 P.g_653fill- S MI
II.
14 l E 1 LOU
,\CCES1 _A EMENT R_ 1dAND 2Blp CTEE11I PE E PILO KROEE DO KID
US' ry'I rgl t(J AT y f fC ty L dd Bok
T670 Far, 3.5. LOCATEDAR
INTERSECT ON 0DEAD)
16 E t;) ELLS) If at I, ME CHICHIA SHILEY CIPPIN, LLC
of f D\T FG BN59F694 SIRESOPTR RMEPS NO PLD OPn fs
D E t J hN) f y In favor or Noah c o p rtr'ent of
Tr 4 L L rec T tl , eook 2704 Page 310 Rub ov
FA FN LET AND RDA MOWN AT INTFRSFCTON OF CR SdT DF NGFR & N PI AT
KNOB EDI
18. Property Owner Acknowledgement of Me Terns for the 1SI,, a'y Data —
of P LJ L Lh N Lh C I' DI,L _ I T -nspXUaLon reco d d 'n
Ro k2704 P 378 - )
19 Rght, Atpartids ' p t t nd,,,nrewdedl. ..
20 D- p h g g h g AN th, L l
21 AD, Tb l l' YE,iNI,SR A,'d er e
SOFFITS M1 LIFE wo TEST ulde d bsclo ed bV SIT I....
and
m11111 ILII III SENT,L d.
22 SL-LL yl'- T f IS d L -I d I,a, T-ned
or f -DECd l b p f d . y IF fu - had
m t,, als..... LAI N,P,rn Nh I ,no ce.,pp_,,,,frero d.(NOTE. Ths
xception kill be deleted only upon receipt of documentation satlsfachr, to the
Company satisfying the Material anc LEAD, Liens requirement sat out n
$mad Ule B-1 of this Commitment)
23, Terms of AC12S5 ERIACALL Ag,,—,,L da Led January 12. 2018, by and
be FFc L C ed P hp itC 1 M D IF g J d wife, D b ran
Litt UP I g. D A K . d d 11 B 1k 2798 ERge LOA CGES
NOTAFFECT SUBJECTPROPERT'I
24 T s of Mee Casement Agreement dated Ja nE 12. 2018, by and
Art—, Cambridge-D.nver, LLC. F=C Limited Partnership,rd Cecil al, DATTLE,,
Jr. and wife, Deborah Little Dellinger and Doris D- Keeve-as recorded in Book
_ )58, Page 120. IC3ESSET DELLINGER ROAD IS SHO NN ON THIS PIA7
15 B,,Iding restri tion Imes, easements, and any other matters showy In 'IN
or plat recorded iR NET Book 17, Page 281- (DOES NOT AFFECTSI.BJECT PROPERTY)
0
80 0 80 160 240
GRAPHIC SCALE — FEET
TITLE EXCEPTIONS LOT 1B (PER COMMIT. NO. CHI 7000125)
1. Any defect, Ilan, encumbrance, ad,X,A claim, or other matter that appears
F.n, rIsL LU, Er he Public Remrd - - Cr ,Led, has, o N dis,1,Y,E
bet, e T the Commitment Date and the date on which all of the Schedule B,
Part) RpullcmeLEE
arc mct(NOT A SURVEY ITEM)
2. -he Ilan Of all roses For the yezr 2018 and thereafter, wh-,h ,re not yet due
end payable. (NOT A SURVFY ITFM)
3. D l of d n e,
p: 'ILL p h ,d gh—rf. f,a
(but omt[ng a,I ...G or Casty ct'ons 'f any, based u4oE a color.
alb I L F I I L LI LL, d'bIR
h d p I Dg 1, f f h IF
pp bl farf d I pt t th z[ t t1 d t
in 11 11111, 'LLCd IN A ppl -bl T I'N FESAR2590 4as 669,
Bo k 2591 Paga 921 B k 2636 PAS, 376 d any d t d/ F
suppl`,,A,S LI l DEED 200660 & DEED ,919"+1 PERPETUAL
NON ERCLJSIVE EASEMENT AREAS FOR INOREFS AS EGR SS SHOWN CRESSET
DELLINGER ED)
4-B g It-F d SHE INS, HIt-, ST.—map
AT
d dill
I B k1I P g 490 (SEE SETBACK TABLE ON DI AP�
s.F
6D. 4111, E 'g d d 3FAb 2643 1`— 0. '- ESSE
EU
WI II1 CREI ET HILL NGCR ROAD P 3NIANENT ACCC S EGEMENT RIC N NEAR
NT115-TTION OF CPESET DELLINGERO & ALOT KNOB 0)
7. E t,) 11 r'gh () It f It C I nt) of L c01n re I,d,d I, Book
FIAT, P.Se EBS POES NOT NFIFECT ALTSIECTt PRCPERTY)
S. E _ I a right(,) AT RACE in Favor of DLI, E gy -.I s, LLC
,F dad n Rook 26.4 Para 399. THIN PULP PROv D S MINTS CF FIT IN
9. Ers,ni- igh ) f- y
RT Nr RSE P 3ON
. UT
AR\\ E OF CRESSET LLN6ER& PLOT
10 P p -y0 er k d men t o T f h V l vD !,Can
If
P p HF OF the UNTIL C FEE D p rt t Df T- p t t dad in
Dark 2704, PR g 380. (NOT PLOTTABLE)
1 ight IL, of partcs p ......... a. UiA. pn.....III
I12.D.,repo tc es, varmince., shor,ges or over.... ttheacreageoftheLSPd-
13 Any Fm,,I bNnUA "I L ! FrEn
stance IfGINng the T'11 that +n LIId be d'SdU ay an ..curd[, anc
co pl d s—,,Cfth, L- d.
1 SL L L V I' T 'Y- b .- d L LISP L _1
pe f d L N,FAh,d INTEL, p f I d -'. V g AGE, or
fu h d - I q p. f III ,N f d.
(NOTE Th'. pt I NN tl l t d arly p pt f d t ton
VI y OF h C1,NIIF USfi th M t I- ,,it Land, Lens
req It S h d l E 1 f l C , .)
15 BUIdding rs.H,AT I' es, ea e nent d ,P other RtOAO Ph ol o map
-RISE recorded-! Plat BDak 17S ASA, 281 (DOES FIT CFFECTSUBIECT ROPE
LOT 1A
can mg et a 44 rebar mmmon wrner of SO,\, Gales pA II Book 14E 490) & CamIi A­W, LLC (Deed
anto,uF,AG,tI r dg,.fth,C t DII' R dPr—E,s—t th... e.th the southern nargi of sad
1) IN SN02854 Ead. f 6 11 p4 PAN,r 2) the nee wth A curve tarring to the right
w'th an arc le,gthsof 24619 wlfM1 a rod f 8 92 M1 a chord bear ng of 9 02 'th a chord IengtM1 of
24208 t0 a k4 .bar 0 thenm 1 AP12511 U IF 12811 ro, 44 r,IV,4)U Eh,Ave Nrll,g tp
IF, left wtn a n arc le,gth.f 11SEE
, wPh a USE- 0265.00 Gh hrhdbPH 65023 E, wUh.cnord
I ngth of 12633 A.a 44 rebar 5) thence wth A mm....d n If h mb,gtn of 38.6s •ith rPiL' of RICA utF, achord bear',. of N BEEF, I3 E w BE
a Ah." IengtM1 of 38 63 to B E rebar 6) the rce N
83p,13 E a d'stan of 1350 t a 44 rebar on the PLg n of North ITnt Knob Road then v. [h weA
g, of sadmad S 030232 E a dsance of 329to a Darr ar&common C.mer —1, Int 1B the ce wth Int 18
NMI— of 10239' to a 43 rebar mmmon comer with Lot IA thence four Imes wBh Lot la, 1) thence N KOPPERS' W
E distance of 30023' In Apo rt 2) thence N 79`1158" E A distance of 223 AT W a point; 3) thence 510'4T34" E a
dirt of 57,99't 4) HER N a distan of 166.30 t rebar n the s m rg of N
nob Road; thence evlth.Bid raddethrR cou11r, 1) 50 Ea distance D IBE to a 44 rebaern 2) 11,Rc N
83 4'31" E a distance of 22.34' to a 44 rebar 3) tt— S O 32'42' E a distance of 193.25' to the paint &place of
beginning, havi,g OR area of 2,320 acres, mare or less, N—YUg t. , survey by Robert 1. Dedm.n dated October22,
PdwteCasement.1)withacurveturning to the right wUh,nm alength.f 30. 11, ,Eh .radius At 20.00', math, chord
bearing.( S "05'35" wi W, th A Chord length of 27.35' IN a ED rehen bar; 2) tce with a compoundry cue turning t. the
right with an arc length Ad 167D,V, with a radius of 285.00', with a chord bearing of N 79-54.38' SE Ph achord length
of 165.33'toa p4 rebar, 3) the,le N 6 02'AT EN
3) of 98.05' BE a 44 1-1;4) thence with. wive tun. l,to
NINE left with an a« length of 22423' with a radius of 445.80, with achord bearing.f N 77`33'58" W, with achord
gth.i 221.87' 10 a #4 rebar and Comm., miner with l.t 3 thence three IE.es Witt rot 3: 1) thenm N OD'29'18° W a
dfrtance of 119.58'toa p4 rehari IT111111N24.17. Ea 1-11of2ED.L'toa44rebar, IIHN11ce N84'S5'99"E
N
distance of 13251' to the point end place beginning, having an area of 4.013 acres, more or less, according to a
ey by Robert J. Dedmon dated OCmber 22, 2019 entitled ALTA-NSPS Survey of 1,A,.,ed Lot CA, 1B & Lott of the
Eecll Dellinger Propert,.
VICINITY MAP
a
s SITE
TIDEWATER, LLC
DB 2555-544 \\
/ \\ PB
H22aX
\
/ / \ NEWDOMINION BANK
�\ �REDAR
H T15� "^ REB R
/ \ "" CAMBRIDGE DENVER, LLC I
� DB 2202-63 \
PB 16-258 \ DB 2712-603
SOUTHLAKE GRP, LLC \� H 135 �\ \ PIm u^ DEBAR ArtI, I
/ DB 1800-664 \ \
/ �Pw \\ PB 13-431 \� , / Ea"\
FFC LTD PARTNERSHIP
DB 2074-504
/ A. %p. \ ssa PB 10 163 yRER,R
^�� PROPOSED LOT 3
/ REMAINING PROPERTY =
LI ENT
NO PUT BOou iIN EIIEI
s 4s0
Sf� \ CRESSET DELLINGER ROAD m
VARIABLE WIDTH PRIVATE EASEMENT f
(PLAT BOOK 16-490)
_q4 PE 2.029 AC
IN EASEMENT
PIPE DUKE ENERGY TRANSMISSION
RIGHT OF WAY (380' TOTAL)
\
DUKE POWER FILE NO. 38-79
rnl
\
o�
Fq
v 9G
\ q
DO
U�
\ O Pq
G/
R BARS
� E T ,
e A
�° F
\U
24 40
A
\
\ I
PROPOSED LOT 2 \ \
4.013 AC +- TOTAL \
2.235 AC +- \
CLEAR OF DUKE \
TRANSMISSION R\W
TEMP. coNsaucT ON EASEMENT DUN 2704 \
EBAR SET
Ss
\ 013 \
R 44 RE
\ R SET BAIL
C2 44 REBAR SET ENT
PER PUT B... 16 BY, M4\ SET\S \
/ III 54 REBAR SET q4 11.1 SE - / _T N
/ uN ERDCRouNDu raBOUNEE N J9 \\ 5� � I �13. gUlLDlNG �I.
CAMBRIDGE
DENVER, LLC
DB 2642-649
PB 16-490
\ \ \
DRAINA(1F. LINT. AREA
\ \ DB 2636-395 \
\ \ \ \ RMP AREA
D13 2636-395
\ q4 REBAR
\ v i
` PROPERTY MAY BESUBJECTTO RECORDED OR UNRECORDED RIGHTS OF
\NAYS OR EASEMENTS NOT OBSERVED
OWN-R TO VERIFY ALL SETBACKS AND ZONING REGULATIONS PRIOR TO
PLANNING OR C TISTRUCTION
PARCEL ID NO. 4602-61-7391&4602-74-1002
' THIS PROPERTY IS NOT LOCATED IN A 100 YEAR FLOOD PLAIN -FIRM MAP ft
3710460200 ZONE X.
^ UNDERGROUND UTILITIES ARE SHOWN ITERE MARKINGS V/EREINDICATED
-
50ME UNDERGROUND UTILITIES MAY EXIST THAT WERE NOT MARKED BY NC
811 UNDERGROUND LOCATING.
NO INFORMATION IAS BEEN PROVIDED AS TO THE EXISTENCE OR
NON-EXISTENCE OF \A'ETLANDS LOCATED ON SUBJECT PROPERTY.
SONYA GALES
WB 14E-490
�4 REBARu sETRCRou No POWER LIFE
4.289 AC +-
PROPOSED LOT 1A
N lB-49o)PR EASEMENT
(P
1
1
IBE
�Io —
4I 2.320 AC +-
LOT 1B
I
S
5 j11g 1\^W 442 j0/
j9 W
CONCRETE SUPPLY CO.
rSPNDLE DB 2421-588
LEGEND
aF
X FI .01
Yl
Win. avrngto unurr one
DEDMON SURVEYS
CHUCK POOVEY, PLS #3762
ROBERT DEDMON, PLS #3899
3704 NC HIGHWAY#16 NORTH
P.O. BOX 494 - DENVER, NC 28037
PHONE: [phone]
FAX: [phone]
WWW.DEDMONSURVEYS.COM
\
u4 REBAR SET ; u4 REBAR
u Nur40wN OR\w wLNE
oTH
\ SONYA GALES
\ WB 14E-490
SETBACK TABLE'
ZONING R—T
ROAD YARD: 30 SIDE YARD10
SIDE YARD ROAD: 20' REAR YARD
: 40
SIDE YARD IMERIOR: 15'
SIDE YARD EXT. (ABUTTING RESIDENTIAL); 30
REAR YARD: 25(ABUTTING RESIDENTIAL): 30'
I
INN- II PROINATE EDGE OF MAINTENANCE CAP
m I NORTH PILOT KNOB RD
I (SR 1394)
I
I
-4, i _AA1EEMENT of R\w DB 2704 359)
READ/MAmENANCE R\w ED 2Ao4-370)
R\W DEDICATED TO NCDOT (DB 2704 370)
. TEMP-..NnRB1TON EASEMENT (Or 2714 311)
I
O
II J111= 1 D
PE
_ I NAND
PERMANENT ACONIS
/ / / _ oON
B 2s43 z2O 2
/Y
I \
e3!EASEMENT
2643 220
0.800 AC
(DEDICATED TO NCDOT
RDAMNTENANCE Rw mB 2704-359)
EP
'�1
m I R\w DEDC.TED TO NCDOT mB 2704 359)
I TEMP. CONSTRUCTON EASEMENT GE 2704 359)
I
4T S� I
q4 IDEAS SET
)I I
POWER POLE I II
(TYPICAL)
I I
I I
) I
To: Fidelity National Title Insurance Company
Cambridge Commons ME, LLC, a Delaware limited liability company
This is to certify that this map or plat and the survey on which It Is based were made in
accordance with the 2016 Minimum Standard Detail Requirements for ALTA/NSPS
Land Title Surveys, jointly established and adopted by ALTA and NSPS, and includes
Items 14, 6, 8-11, 13, 14, 17-19 of Table A thereof. The fieldwork was completed on
b,.,r SAO,
October 15, 2018.
` =�Qe of
Date of Plat or Map: October 22, 2018
— = L-3899
SUR`I�
'
Robert J- Dedmon, NC License No 3899
KKtl iI i i.1.L\O\\\
OCTOBER 22, 2018 DB: 2236 PG: 779 ALTA-NSPS SURVEY
WB: 89E PG: 327 OF,
SCALE: 1" = 80' PB: 16 PG: 490
1 PROPOSED
IA
CATAWBA SPRINGS TOWNSHIP LOT , LOT 1B & LOT 2
LINCOLN COUNTY, NC OF THE CECIL DELLINGER
PROPERTY
SURV. BY: WT DRAWN: RD JOB# CAMALTA PIN 4602-74-1002 & 4602-64-7391

EXHIBIT B
ASSIGNMENT OF PRE -DEVELOPMENT MATERIALS AND RIGHTS
[See attachment]
B-1
67769277.10

ASSIGNMENT OF INITIAL PRE -DEVELOPMENT MATERIALS AND RIGHTS
This ASSIGNMENT OF INITIAL PRE -DEVELOPMENT MATERIALS AND
RIGHTS (this "Assignment") is entered into as of this day of 2019, by and
between, Prestige Acquisitions, LLC, a North Carolina limited liability company ("Assignor")
and Cambridge Commons ME LLC, a Delaware limited liability company ("Assignee"), with
reference to the following facts:
Recitals
A. By assignment dated January 21, 2019, a copy of which is attached to this
Assignment as Attachment A (the "Initial Assignment"), Assignee assigned to
Assignor all of Assignee's plats, plans, permits, development, and other rights, if
any (the "Initial Pre -Development Materials and Rights"), with respect to the Real
Property (defined below).
B. Assignor, as seller, and Assignee, as purchaser, are parties to the Agreement of
Purchase and Sale dated on or about March , 2019 (the "PSA"), regarding the
land located in Lincoln County, North Carolina commonly known as the
Cambridge Commons multi -family site (the "Real Property").
C. As of the date of this Assignment, Assignor has sold and conveyed the Real
Property to Assignee pursuant to the PSA.
D. Assignor now desires to assign to Assignee and Assignee desires to obtain any
and all of the Initial Pre -Development Materials and Rights.
NOW, THEREFORE, Assignor and Assignee (by its acceptance of this Assignment)
hereby agree as follows:
1. RECITALS. The Recitals set forth above are true and correct and incorporated
herein by reference.
2. ASSIGNMENT OF RIGHTS. Assignor hereby assigns, quit claims and releases
to Assignee, without warranty, all of Assignor's rights, title, and interest, if any,
with respect to the Initial Pre -Development Materials and Rights.
3. REPRESENTATIONS AND WARRANTIES. Assignor hereby represents to
Assignee that as of the date of this Assignment all costs and expenses which
might give rise to a mechanic's lien on the Real Property with respect to the
Initial Pre -Development Materials and Rights, and arising after the date of the
Initial Assignment and before this Assignment, have been fully paid or will be
paid during Assignor's ordinary course of business, and the rights benefiting
Assignor under the Assigned Rights have not been previously assigned, conveyed,
pledged, hypothecated or otherwise alienated by Assignor.
4. NO ASSUMPTION OF OBLIGATIONS. Assignee does not assume any duties
or obligations of Assignor to be performed, paid or complied with under or with
respect to any of the Initial Pre -Development Materials and Rights, except to the
extent such duties or obligations arise after the date hereof. Assignor shall
indemnify, and defend by counsel reasonably acceptable to Assignee and hold
1
67862779.3

harmless Assignee for, from and against any and all loss, cost, liability and
expense (including, without limitation, reasonable attorneys' fees and costs)
incurred by Assignee arising out of or in connection with a breach or
nonperformance of Assignor's obligations under any instrument or right assigned
hereunder, except to the extent such obligations arose before the date of the Initial
Assignment or arise after the date hereof.
5. UNCONDITIONAL. This Assignment is unconditional and irrevocable with
respect to Assignor.
6. ASSIGNMENT. Assignee may assign its rights hereunder to any subsequent
purchaser of the Real Property, or any other third party without Assignor's
consent, or notice to Assignor.
7. FURTHER ASSURANCES. Assignor agrees to perform such other acts, and to
execute, acknowledge, and deliver subsequent to this Assignment such other
instruments, documents and other materials, as Assignee may reasonably request in
order to effectuate the consummation of the Assignment.
8. SUCCESSORS AND ASSIGNS. This Assignment shall inure to the benefit of
Assignee and its successors and assigns and be binding on Assignor and its
successors and assigns.
9. Attorneys' Fees. If either party employs attorneys to enforce any of the
provisions of this Agreement, the party against whom any final judgment is
entered agrees to pay the prevailing party all reasonable costs, charges and
expenses, including attorneys' fees, expended or incurred by the prevailing party
in connection with the enforcement action.
2
67862779.3

IN WITNESS WHEREOF, Assignor and Assignee have each caused this Assignment
to be executed under seal by their respective duly authorized representatives on the day and year
first above written.
ASSIGNOR:
Prestige Acquisitions, LLC
By:
Brian Mahoney, Manager
State of
County or City of
I, the undersigned Notary Public of the County or City of and
State aforesaid, certify that Brian Mahoney personally came before me this day and
acknowledged that he is the Manager of Prestige Acquisitions, LLC, a North Carolina limited
liability company and that by authority duly given and as the act of such entity, he signed the
foregoing instrument in its name on its behalf as its act and deed.
Witness my hand and Notarial stamp or seal, this day of
20
My Commission Expires:
(Affix Seal)
Notary Public
Notary's Printed or Typed Name
67862779.3

ASSIGNEE:
Cambridge Commons MIT LLC
By:
Name:
Title:
State of
County or City of
I, the undersigned Notary Public of the County or City of and
State aforesaid, certify that
personally came before me this day and acknowledged that he is the
of Cambridge Commons MF LLC, a Delaware limited liability
company and that by authority duly given and as the act of such entity, he signed the foregoing
instrument in its name on its behalf as its act and deed. Witness my hand and Notarial stamp or
seal, this day of , 20
My Commission Expires:
(Affix Seal)
Notary Public
Notary's Printed or Typed Name
4
67862779.3

Attachment A
Initial Assignment
[See attached]
A-1
67862779.3

ASSIGNMENT OF PLATS, PLANS, DEVELOPMENT AND OTHER RIGHTS
This ASSIGNMENT OF PLATS, PLANS, DEVELOPMENT AND OTHER
RIGHTS (this "Assignment") is entered into as of this 31 day of January 2019, by and
between, Cambridge Commons MF LLC, a Delaware limited liability company ("Assignor")
and PRESTIGE Acquisitions, LLC, a NC limited liability company ("Assignee"), with
reference to the following facts:
Recitals:
A. Assignee is under contract to purchase that certain land known as Cambridge
Commons, and being identified as Lincoln County Parcel Numbers 4602649495
and 4602741002 hereto (hereinafter the "Real Property").
B. Assignor terminated a contract to purchase that same Real Property and
previously paid for due diligence services on the Real Property.
C. Assignor desires to assign to Assignee and Assignee desires to obtain any and all
of Assignor's plats, plans, permits, development, and other rights, if any, with
respect to the Real Property.
NOW, THEREFORE, Assignor and Assignee (by its acceptance of this Assignment)
hereby agree as follows:
1. RECITALS. The Recitals set forth above are true and correct and incorporated
herein by reference.
2. ASSIGNMENT OF RIGHTS. Assignor hereby assigns, quit claims and releases
to Assignee, without warranty, all of Assignor's rights, title, and interest, if any,
with respect to any of the following that Assignee deems, at its sole discretion,
beneficial (collectively, the "Assigned Rights"):
a. all plats, plans, specifications, approvals, licenses, permits, drawings,
designs, and engineering materials, including without limitation,
development plans, construction plans, landscaping plans and irrigation
plans, authorizations issued by governmental entities or quasi -
governmental entities;
b. water and sewer permits, taps, and allocations;
c. rights, work product under any contracts with contractors, subcontractors,
engineers, and suppliers, including, without limitation, any claims and
remedies against the preparer, provider, contractor or subcontractor who
or which prepared or provided same to Assignor, to the extent they relate
to the Real Property;
d. fees, advanced payments or deposits and other sums that have been
deposited with or paid to the applicable governmental authority, or
utilities, relating to the permitting or development of the Real Property,
66646970.3

and any and all development fee credits, reimbursement rights or similar
rights relating to the Real Property, if any; and
e. development, permitting, rezoning, concurrency, or any other such
development activities on the Real Property subject to all applicable codes
and ordinances of the county, state, and other applicable laws, rules, and
regulations.
3. CONSIDERATION. In consideration of the Assigned Rights, Assignee agrees to
reimburse Assignor for all expenses that have been paid by Assignor to any
consultant(s) performing the services or providing the materials listed in Section 2
herein as shown on attached Exhibit A. Within five business days after receiving
a fully -executed copy of this Agreement, (a) Assignor shall provide copies all
documents (excluding any attorney -client communications) and invoices relating
to the services and materials listed on Exhibit A, and (b) Assignee shall reimburse
Assignor in the amount of $162,573.00.
4. REPRESENTATIONS AND WARRANTIES. Assignor hereby represents to
Assignee that as of the date of this Assignment all costs and expenses which
might give rise to a mechanic's lien on the Real Property with respect to the
foregoing Assigned Rights have been fully paid or will be paid during Assignor's
ordinary course of business, and the rights benefiting Assignor under the
Assigned Rights have not been previously assigned, conveyed, pledged,
hypothecated or otherwise alienated by Assignor.
5. NO ASSUMPTION OF OBLIGATIONS. Assignee does not assume any duties
or obligations of Assignor to be performed, paid or complied with under or with
respect to any of the Assigned Rights, except to the extent such duties or
obligations arise after the date hereof. Assignor shall indemnify, and defend by
counsel reasonably acceptable to Assignee and hold harmless Assignee for, from
and against any and all loss, cost, liability and expense (including, without
limitation, reasonable attorneys' fees and costs) incurred by Assignee arising out
of or in connection with a breach or nonperformance of Assignor's obligations
under any instrument or right assigned hereunder, except to the extent such
obligations arise after the date hereof.
6. UNCONDITIONAL. This Assignment is unconditional and irrevocable with
respect to Assignor.
7. ASSIGNMENT. Assignee may
purchaser of the Real Property,
consent, or notice to Assignor.
assign its rights hereunder to any subsequent
or any other third party without Assignor's
8. FURTHER ASSURANCES. Assignor agrees to perform such other acts, and to
execute, acknowledge, and deliver subsequent to this Assignment such other
instruments, documents and other materials, as Assignee may reasonably request in
order to effectuate the consummation of the Assignment.
2
66646970.3

9. SUCCESSORS AND ASSIGNS. This Assignment shall inure to the benefit of
Assignee and its successors and assigns and be binding on Assignor and its
successors and assigns.
10. Attorneys' Fees. If either party employs attorneys to enforce any of the
provisions of this Agreement, the party against whom any final judgment is
entered agrees to pay the prevailing party all reasonable costs, charges and
expenses, including attorneys' fees, expended or incurred by the prevailing party
in connection with the enforcement action.
IN WITNESS WHEREOF, Assignor and Assignee have each caused this Assignment
to be executed under seal by their respective duly authorized representatives on the day and year
first above written.
ASSIGNOR:
Cambrid a Commons MF LLC By: ArchCo Residential LLC, its sole Member
By:
Name: Neil T. Brown
Title: its Manager
State of Lmn-&
County or Gib, --of F U L -}-V i'
I, the undersigned Notary Public of the County or City of and
State aforesaid, certify that tl_ t . rD l
ersonally came before me this day and acknowledged that he is the
11 LNG aY�— of Avc-VlCo k6iJ e�vh , l , a Delaware limited
liabiliTy company and that by authority duly given and as the act of such entity, he signed the
foregoing instrument in its name on its behalf as its act and deed.
Witness my hand and Notarial stamp or seal, this day of �(A' Vi U0i ,
20
My Commission Expires: �� � `� 12 S-ftk �A
Notary Public
(Affix Seal Notary's Printed or Typed Name
-;cam. S10N
PUBL\C',y'Q�
: • off•. a -
O . �Rl� 19 •. Q$
Cp U t `, ,����
3
66646970.3

ASSIGNEE:
Prestige
By:
Tian Mahoney, Manager
State of kc �A Q C(Z!
County or City of L lae__a,o
I, the undersigned Notary Public of the County or City of _ L 6,01 n and
State aforesaid, certify that Brian Mahoney personally came before me this day and
acknowledged that he is the Manager of Prestige Acquisitions, LLC, a North Carolina limited
liability company and that by authority duly given and as the act of such entity, he signed the
foregoing instrument in its name on its behalf as its act and deed.
Witness my hand and Notarial stamp or seal, this '� day of l
201R.
My Commission Expires: ll0
Notary Public �y
(Affix Seal) Notary's Printed or Typed Name
LEE-ANN RANDOLPH
Notary Public - North Carolina
Lincoln County
µy Commission Expires Nov 18, 2023
4
666469703

EXHIBIT A
Pursuit Costs and Predevelopment Funding Schedule
Cambridge Commons
Denver, North Carolina
December 27, 2018
Land Costs
Purchase Price & Deposits
$
-
Title Insurance
Closing Costs & Escrow Fees
-
Legal Costs
$
57,992
Purchase Agreement, Title Issues
Design Costs
Architect (incl. Reimbursables)
$
15,000
Initial Schematic Design
Civil Engineering
44,361
Geotech/Soil Engineering
10,495
Structural Engineering
MEP
Interior Design
-
Landscape Architecture
-
Survey, Environ., Traffic Reports
10,400
Environmental Report and Survey
Misc. Consultants & Design
675
Utility Consultant (Grave)
Inspection, Material Testing
-
Permits & Fees
$
-
Marketing
$
-
Financing & Other Costs
Broker Fees (DUS Lender)
$
5,000
HUD Lender Fee
Construction Loan Fees
-
Construction Loan Interest
-
HUD Market Study
4,700
Land Use Consultant (R. Davis)
13,950
Misc. Soft Costs
Development Fee
$
-
Taxes During Construction
Operating Deficits
Misc. Soft Costs
Soft Cost.Contingencv 1 $ - I
Hard Costs 1 $ - I
Total Monthly Costs I $ 162,573
Cumulative Costs

EXHIBIT C
ASSIGNMENT OF WATER AND SEWER ALLOCATIONS
[See attachment]
C-1
67769277.10

PRESTIGE ACQUISITIONS, LLC
21000 Torrence Chapel Road, Suite 100
Cornelius, NC 28031
, 2019
Cambridge Commons MF LLC
c/o Neil T. Brown
7 Piedmont Center, Suite 300
Atlanta, GA 30305
neilkntbrown.com
Re: Assignment of Available Multi -Family Water and Sewer Allocations - Cambridge
Commons Multi -Family
Dear Mr. Brown,
By letter dated February 11, 2019, a copy of which is attached to this letter as Attachment A (the
"February 11, 2019 Assignment"), Cambridge Commons MF LLC assigned its rights and
delegated its duties to Prestige Acquisitions, LLC under the available water and sewer
allocations for the Cambridge Commons Multi -Family project. By this letter, Prestige
Acquisitions, LLC hereby assigns to Cambridge Commons MF LLC all of its right, title and
interest in, and delegates all of its duties under the available water and sewer allocations for the
Cambridge Commons Multi -Family project, as described in the February 11, 2019 Assignment,
which include the following:
1. Letter dated October 29, 2018 from the Lincoln County Department of Public Works
regarding Cambridge Commons Multi -Family Water Availability, which is attached to
this letter as Attachment B.
2. Letter dated October 29, 2018 from the Lincoln County Department of Public Works
regarding Cambridge Commons Multi -Family Offsite Sewer Availability, which is
attached to this letter as Attachment C.
3. Letter dated October 29, 2018 from the Lincoln County Department of Public Works
regarding Cambridge Commons Multi -Family Sewer Availability, which is attached to
this letter as Attachment D.
All three letters (the "Water and Sewer Allocation Letters") relate to the Cambridge Commons
Multi -Family site comprised of tax parcel number 30400 and the portion of tax parcel number
90176 that is also zoned PD-R (Planned Development — Residential).
By countersigning this letter in the space provided below, Cambridge Commons MF LLC
accepts this assignment of the Water and Sewer Allocation Letters and hereby assumes the rights
and obligations of Prestige Acquisitions, LLC under the Water and Sewer Allocation Letters.
67799859.3

Sincerely,
Prestige Acquisitions, LLC
By:
Name:
Title:
Accepted and agreed to by:
Cambridge Commons MF LLC
By:
Neil T. Brown, its Authorized Signatory
67799859.3

Attachment A
February 11, 2019 Assignment
[see attachment]
67799859.3

CAMBRIDGE COMMONS MF LLC
7 Piedmont Center, Suite 300
Atlanta, GA 30305
February 11, 2019
VIA EMAIL
Prestige Corporate Development, LLC
c/o Steven Bailey
21000 Torrence Chapel Road, Suite 100
Cornelius, NC 20831
[e-mail]
Re: Assignment of Available Multi -Family Water and Sewer Allocations
Dear Mr. Bailey,
Cambridge Commons MF LLC hereby assigns to Prestige Acquisitions, LLC all of its right, title
and interest in, and delegates all of its duties under:
1. Letter dated October 29, 2018 from the Lincoln County Department of Public Works
regarding Cambridge Commons Multi -Family Water Availability, which is attached to
this letter as Exhibit A.
2. Letter dated October 29, 2018 from the Lincoln County Department of Public Works
regarding Cambridge Commons Multi -Family Offsite Sewer Availability, which is
attached to this letter as Exhibit B.
3. Letter dated October 29, 2018 from the Lincoln County Department of Public Works
regarding Cambridge Commons Multi -Family Sewer Availability, which is attached to
this letter as Exhibit C.
All three letters (the "Water and Sewer Allocation Letters") relate to the Cambridge Commons
Multi -Family site comprised of tax parcel number 30400 and the portion of tax parcel number
90176 that is also zoned PD-R (Planned Development — Residential).
By countersigning this letter in the space provided below, Prestige Acquisitions, LLC accepts
this assignment of the Water and Sewer Allocation Letters and hereby assumes the rights and
obligations of Cambridge Commons MF LLC under the Water and Sewer Allocation Letters.
Sincerely,
Cambridge Commons MF
Loan
T. ]Brown, (tVAuthorized Signatory
67464852A

Accepted and agreed to by:
Prestige Acquisitions, LLC
By:
Name:
Title:
67064852.4

Attachment B
Letter regarding Cambridge Commons Multi -Family Water Availability
[see attachment]
67799859.3

0 CO
�x
COUNTY OF LINCOLN, NORTH CAROLINA
2�R l�r 1 1 5 WEST MAIN STREET, 2No FLOOR CITIZENS CENTER, LINCOLNTON, NORTH CAROLINA
CAROL 28092
DEPARTMENT OF PUBLIC WORKS
PHONE [phone]
FAX [phone]
WWW. LINCOLNCOU NTY.ORG
October 29, 2018
Cambridge Commons MF, LLC
Attn: Shane Seagle
Seven Piedmont Center, Suite 300
Atlanta, GA 30305
RE: Cambridge Commons Multi -Family Water Availability
Mr. Seagle,
This letter is provided in response to your request, dated September 17, 2018, for the proposed waterline
extension and replacement of the water treatment infrastructure (the "System") for the Cambridge
Commons Multi -Family Development (the "Project"). Lincoln County (the "County") has adequate
water supply and pressure in the Lincoln County Water System to serve the proposed connection as
requested, and does conditionally grant approval for the Project, subject, however, to the terms and
conditions below:
1. The amount of flow requested for the Project is for 247 units and 1 clubhouse. In
accordance with the hydraulic water model analysis, a static pressure of 90 PSI and a fire flow of
1168 GPM at 78 PSI can be expected at the proposed Project from the Lincoln County Water
System; and
2. For the NCDEQ Permits, the water treatment facility is the Lincoln County Water
System, PSW ID 401-55-035; and
3. The County shall not be named as the Permittee on NCDEQ system applications. You
must make the application to NCDEQ in your own name for the System; and
4. Acceptance of the System and transferal of the System to the County is subject to the
following:
a. A complete final inspection and approval of the System by the County, and receipt of other
applicable documentation requested by the County; and
b. Approval of the System by NCDEQ, and proof provided to the County of a valid permit issued
by NCDEQ with an Authorization to Construct (ATC); and
c. Initiating construction of the Project within two years of the date of this conditional approval.
You must notify the Lincoln County Public Works Department in writing when construction of
the Project is initiated; and
d. The County continuing to have actual daily capacity to provide water supply and pressure at
the time all other conditions precedent have been satisfied.
e. All proposed offsite sewer improvements must be completed prior to the issuance of a final
Certificate of Occupancy for the Projeect. A preconstruction meeting for offsite work should be

scheduled prior to that of the onsite utility work. The expected completion date for the offsite
utility work is September 30, 2019.
This acceptance shall only be effective upon your compliance with all of the above terms and
conditions and the County providing an acknowledgment that you have complied with all of the above
terms and conditions.
Included in this mailing is the Application for Approval of Engineering Plans and Specifications
for Water Supply Systems (DENR-2136 rev07/23/2015) with the County's portion completed.
If you have any questions, please do not hesitate to call me at 704-736-8497.
Sincerely,
Chuck King
Engineering Associate
Cc: File

North Carolina Department of Environmental Quality
Division of Water Resources
Public Water Supply Section
Application for Approval
of Engineering Plans and Specifications
For Water Supply Systems
Applicant
Cambridge Commons MF, LLC
(Name of Board, Council or Owner — the Applicant)
Shane Seagle
(Name and Title of Authorized Official or Representative of the
Applicant)
Seven Piedmont Center, Suite 300
(Mailing Address)
Atlanta, GA 30305
(City, State & ZIP)
704-902-7412
(Phone Number)
(FAX Number)
ssea,glepnorthstatedevelopment.com
( mail address]
(Signature of AuthorF Official or Representative of the
Official
Design Engineer
RAD HUDSON
(Name of Design Engineer of Record)
BOHLER ENGINEERING NC, PLLC
(Name of Engineering Firm)
1927 SOUTH TRYON STREET, SUITE 310
(Mailing Address)
CHARLOTTE, NC 28203
(City, State & ZIP)
[phone]
(Phone Number)
_ [phone]
(FAX Number)
[e-mail]
(Email address)
Project Name: CAMBRIDGE COMMONS MULTI -FAMILY
(Name of Project to appear on Public Water Supply Section records and tracking system)
Ae
2,057± LF 8" C-900 WATER ~L_INE,1,281± LF 4" C-900 WATER LINE, AND 1,222± LF 3" C-900 WATER L
(description of project)
NC HWY 16 & NC HWY 73
(general location of project)
in LINCOLN County.
Date Serial No.
(for DEQ use only) (for DEQ use only)

Application for Approval of Engineering Plans and Specifications for Water Supply Systems
To: Division of Water Resources,
Department of Environmental Quality
The Applicant applies under and in fiill accord with the provision of NCGS 130A-317, and such other statutes and rules as
relate to public water systems. The Authorized Official or Representative of the Applicant represents that he is authorized
to act for the Applicant. The Authorized Official or Representative of the Applicant understands and agrees to the
following:
1. The Applicant shall not award contracts or begin construction without first receiving "Authorization to Construct'
from DEQ.
2. The Applicant shall make no change or deviation from the engineering plans and specifications approved by DEQ
except as allowed by 15A NCAC 18C .0306 or with the written consent and approval of DEQ.
3. The Applicant shall obtain Final Approval in accordance with 15A NCAC 18C .0306 prior to placing the project (or
any portion thereof) into service.
4. Digital (PDF) submittals are true image copy of the original sealed/signed documents.
An authorized representative of the Public Water System (not always the same as the Applicant) is to complete and
sign the following WSMP section.
Status of Water System Management Plan (WSMP)
Check one of the following, and if applicable, provide the required information:
® The WSMP for the project, as defined in the attached engineering plans and specifications, has not been submitted.
❑ Three copies of the WSMP for the project, as defined in the attached engineering plans and specifications, are
submitted with this application.
❑ The WSMP that includes this project, as defined in the attached engineering plans and specifications, was previously
submitted.
Provide the following:
Public Water System Name:
Owner Name:
Water System No.
Serial Number of Deemed Complete WSMP:
LINCOLN COUNTY
LINCOLN COUNTY
NC 01-55-035
1701206
By my signature below, I certify that the previously submitted WSMP contains the information required by 15A
NCAC 18C .0307(c) for the project defined in the attached engineering plans and specifications.
DONALD V. CHAMBLEE
(Type or print name of authorized representative of Public Water System)
DIRECTOR OF PUBLIC WORKS
I it `of'autliorized representative of Public Water System)
l
(Signature of authorized representative of Public Water System)
J0((`, 2d (g
(Date)
DEQ-2136 (Revised 09/21/2016)
Public Water Supply Section
Page 2 of 4

Application for Approval of Engineering Plans and Specifications for Water Supply Systems
In accordance with NCGS 130A-328, the Public Water Supply Section charges a fee for plan review. Any
documents submitted for review must be accompanied by a check payable to DEQ-Public Water Supply
Section before the review will begin.
There is a $25 fee for returned checks.
The charges for review of plans are shown below. Cheek one of the following.
Distribution System fees
® Co.+isttuction of water lines, less than 5000 linear feet
$150
❑ Construction of water lines, 5000 linear feet or more
$200
❑ Other construction or alteration to a distribution system
$ 75
Ground Water System fees
❑ C:onstni,ction of a new ground water system or adding a new well
$200
❑ Alteration to an existing ground water system
$100
Surface water system fees
❑ Construction of a new surface water intake or treatment Facility $250
❑ Alteration to existing surface water intake or treatment Cacility $150
Other fees
❑ Water System Management Plan review $ 75
❑ Miscellaneous changes or maintenance not covered above $ 50
Notes:
l . Projects for Tank Rehabilitation use separate "Application for Water Tank Reconditioning Plan Approval."
2. The fee is not refundable if the plans are not approved.
3. Revisions to plans to address the Public Water Supply Section's or other state agency's comments do not
incur an additional fee.
4. If one set of plans has multiple related items (such as a new well with construction of water lines) only one
fee must be submitted for highest price item. The amounts are not cumulative, except for fees for Water
System Management Plans.
5. If the appropriate plan review fee is not received within ten days after the receipt of plans,
specifications, and reports for approval, then all plan documents will be recycled. A new set of
documents must then be submitted with the appropriate fee for approval.
This approval does not address all applicable laws, rules, standards and criteria, and other approvals and licenses
that may be required by the local, state or federal government.
The Public Water Supply Section has stamped and sealed the official copies of plans and specifications
accompanying this application with the serial number of this application . Any
erasures, additions or alterations of the proposed improvements except those permitted in 4 5A NCAC 18C .0306
make this approval null and void.
This approval does not constitute a warranty of the design, construction or future operation of the water system.
Signed:
Robert W. Midgette, P.E., Operations Branch Head
Public Water Supply Section
Division of Water Resources
DEQ-2136 (Revised 09/21/2016) Page 3 of 4
Public Water Supply Section

Application for Approval of Engineering Plans and Specifications for Water Supply Systems
Other Information and Checklist
® Attached is a check for the proper plan review fee amount, in accordance with NCGS 130A-328. See
note 4 on page 3.
This -submittal includes one paper original with two digital (PDF) CDs of the following items, each item in separate
folders:
® This completed "Application.forApproval of Engineering Plans and Specifacations.for Water Supply
Systems"
The sealed plan drawings, separate file in PDF format for each drawing. Cover sheet must
include drawings index;
® The project -specific Engineering Report (ER) describing the scope and purpose of the project and
addressing each of the items listed in 15A NCAC 18C .0307(b), including the design basis of the project.
[15A NCAC 18C .0307(b) (12)];
® Specifications for this project; OR
❑ The project will use the following system's previously approved standard specifications for waterline
extensions:
Name of System:
Serial Number:
The Serial Numbers for previously approved standard specifications can be found at the following website:
hat www.ncwater.org/?page=424
One of the following:
® Attached is a letter signed by an authorized representative of the Public Water System agreeing to serve
the project and stating that the system has adequate supply;
OR
❑ The Applicant is the Public Water System.
If the project has sought funding (for example, DWSRF loan) list the program and (if available) the application
or funding number below:
Program Name Application or Funding Number, if
available
Yes No
❑ ❑ Project will be completed with significant expenditure of state moneys, greater than ten million
dollars ($10,000,000) in accordance with G.S. 113A-9 (7a).
❑ ❑ Project will cause substantial, permanent land -disturbing activity of an area greater than 10 acres
of public lands in accordance with G.S. 113A-9 (11).
DEQ-2136 (Revised 09/21/2016) Page 4 of 4
Public Water Supply Section

Attachment C
Letter regarding Cambridge Commons Multi -Family Offsite Sewer Availability
[see attachment]
67799859.3

�$G0 Co`M
COUNTY OF LINCOLN, NORTH CAROLINA
1 1 5 WEST MAIN STREET, 2N11 FLOOR CITIZENS CENTER, LINCOLNTON, NORTH CAROLINA
CARS 28092
DEPARTMENT OF PUBLIC WORKS
PHONE [phone]
FAX [phone]
W W W. LI NCOLN COUNTY.O RC
October 29, 2018
Cambridge Commons MF, LLC
Attn: Shane Seagle
Seven Piedmont Center, Suite 300
Atlanta, GA 30305
RE: Cambridge Commons Multi -Family Offsite Sewer Availability
Mr. Seagle,
This letter is provided in response to your request, dated September 17, 2018, for flow acceptance of the
wastewater treatment infrastructure (the "System") for the Cambridge Commons Multi -Family
Development (the "Project"). Lincoln County (the "County") has the actual average daily flow capacity
at its Killian Creek Wastewater Treatment Plant to treat the domestic wastewater as requested, and does
conditionally grant approval for the Project, subject, however, to the terms and conditions below:
1. The amount of flow requested for the Project is for 247 units and I clubhouse with a total flow
of 0 gallons per day of additional flow at the NCDEQ approved reduced flow rate of 240 gallons
per day per home into LS-1513; and
2. For the NCDEQ Permits, the receiving sewer treatment facility is the Killian Creek WWTP,
Permit #NC 0088722, The sewer collections facility is the East Lincoln County Water and Sewer
District, Permit #WQCS 00149; and
3. The County shall not be named as the Permittee on NCDEQ system applications. You must
make the application to NCDEQ in your own name for the System; and
4. Acceptance of the System and transferal of the System to the County is subject to the
following:
a. A complete final inspection and approval of the System by the County, and receipt of other
applicable documentation requested by the County; and
b. Approval of the System by NCDEQ, and proof provided to the County of a valid permit issued
by NCDEQ with an Authorization to Construct (ATC); and
c. Initiating construction of the Project within two years of the date of this conditional approval.
You must notify the Lincoln County Public Works Department in writing when construction of
the Project is initiated; and
d. The County continuing to have actual average daily flow capacity to treat the domestic
wastewater as requested at the time all other conditions precedent have been satisfied.
e. All proposed offsite sewer improvements must be completed prior to the issuance of a final
Certificate of Occupancy for the Project. A preconstruction meeting for offsite work should be

scheduled prior to that of the onsite utility work. The expected completion date for the offsite
utility work is September 30, 2019.
This acceptance and allocation of flow shall only be effective upon your compliance with all of
the above terms and conditions and the County providing an acknowledgment that you have complied
with all of the above terms and conditions.
Included in this mailing is the Flow Tracking/Acceptance for Sewer Extension Permit
Applications (FTSE — 04/16) with the County's portion completed.
If you have any questions, please do not hesitate to call me at 704-736-8497.
Sin re
ly,,
Chuck King
Engineering Associate
Cc: File

State of North Carolina
DWR
Department of Environmental Quality
Division of Water Resources
15A NCAC 02T .0300 — SEWER SYSTEM EXTENSION APPLICATION
Divlslon of Water Resources INSTRUCTIONS FOR FORM: SSEA 04-16 & SUPPORTING DOCUMENTATION
Plans, specifications and supporting documents shall be prepared in accordance with, 15A NCAC 02T .0100, 15A NCAC 02T
.0300, Division Policies and good engineering practice4. Failure to submit all required items will necessitate additional
processing and review time, and may result in return of the application.
For more information, visit the Water Quality Permitting Section's collection systems website
General — When submitting an application, please use the following instructions as a checklist in order to ensure all required items are
submitted. Adherence to these instructions and checking the provided boxes will help produce a quicker review time and reduce the
amount of requested additional information.
A. One Original and One Copy of Application and Supporting Documents
® Required unless otherwise noted
B. Cover Letter (Required for All Application Packages):
® List all items included in the application package, as well as a brief description of the requested pennitting action.
If necessary for clarity, include attachments to the application form.
C. Application Fee (All New and Major Modification Application Packages):
® Submit a check or money order in the amount of $480.00 dated within 94 days of application submittal.
);, Payable to North Carolina Department of Environmental Quality (NCDEQ).
D. Sewer System Extension (Form: SSEA 04-16) Application (Required For All Application Packages):
® Submit the completed and appropriately executed application.
If necessary for clarity or due to space restrictions, attachments to the application may be made.
® If the Applicant Type in Item 1.2 is a corporation or company, provide documentation it is registered for business with
the North Carolina Secretay of Stat_c.
❑ If the Applicant Type in Item 1.2 is a partnership or dfbla, enclose a copy of the certificate filed with the Register of
Deeds in the county of business.
® The project name in Item 11.1 shall be consistent with the project name on the plans, specifications, flow acceptance
letters, agreements, etc.
® The Professional Engineer's Certification on Page 6 of the application shall be signed, scaled and dated by a North
Carolina licensed Professional En rii leer.
® The Applicant's Certification on Page 6 of the application shall be signed in accordance with ISA NCAC 02T .0106(b].
Per 15A NCAC 02T .0106(c), an alternate person may be designated as the signing official if a delegation letter is
provided from a person who meets the criteria in 15A NCAC 02T .0106(b),
E. Flow Tracking/Acceptance Form (Form: FTSE 04-16) (If Applicable):
❑ Submit the completed and appropriately executed Flow Tracking/Acceptance for Sewer Extension Permit Form from
the owners of the downstream sewers and treatment facility.
Y The flow acceptance indicated in form FTSE 04-16 must not expire prior to permit issuance and must be dated less than
one year prior to the application date.
Y Submittal of this application and form FTSE 04-16 indicates that owner has adequate capacity and will not violate G.S.
143-215.67(a].
Intergovernmental agreements or other contracts will not be accepted in lieu of a project -specific FTSE 04-16,
INSTRUCTIONS FOR FORM: SSEA 04-16 & SUPPORTING DOCUMENTATION Pagel of 4

F. Engineering Plans (Required for All Application Packages).
® Per 15A NCAC 02T .0305(b)(1), submit two sets of detailed plan sets that have been signed, sealed and dated by a
Not -Ili Carolina licensed Professional En tilg ;cam, and shall include at a minimum:
➢ Table of contents with each sheet numbered.
➢ A general location reap with at least two geographic references and a vicinity map.
➢ Plan and profile views of the sewer extension as well as the proximity of the sewer extension to other utilities and
natural features
➢ Detail drawings of all items pertinent to the sewer extension and pump stations.
➢ The location of all wells (including usage and construction details if available), streams (eplierneral, intermittent, and
perennial), springs, lakes, ponds, and other surface drainage features within 100 feet of the project.
➢ Minimum separations required per 15A NCAC 02T.0305(f), and where separations cannot be maintained, alternative
criteria per 15A NCAC 02T.0305(g).
➢ Minimum cover for sewer extensions required per 15A NCAC 02T.0305(f) must also be shown clearly on the plans.
® Plans shall represent a completed design and not be labeled with preliminary phrases (e.g., FOR REVIEW ONLY,
NOT FOR CONSTRUCTION, etc.) that indicate they are anything other than final plans. However, the plans may be
labeled with the phrase: FINAL DESIGN - NOT RELEASED FOR CONSTRUCTION.
G. Specifications (Required for All Application Packages):
® Per 15A NCAC 02T .0305(b)(3), submit specifications that have been signed, sealed and dated by a North Carolina
licensed Professional Engincer, and shall include at a minimum:
➢ Table of contents with each section/page numbered.
➢ Detailed specifications for all items pertinent to the sewer extension and pump stations
➢ Site Work (i.e., earthwork, clearing, grubbing, excavation, trenching, backflling, compacting, fencing, seeding, etc.)
D Materials (i.e., force main, gravity, concrete, method of construction, etc.)
➢ Electrical (i.e., control panels, transfer switches, automatically activated standby power source, etc.)
➢ Means for ensuring quality and integrity of the finished product in accordance with the Minimum Design Criteria,
including leakage and pressure testing for the sewer extension.
® Specifications shall represent a completed design and not be labeled with preliminary phrases (e.g., FOR REVIEW
ONLY, NOT FOR CONSTRUCTION, etc.) that indicate they are anything other than final specifications. However,
the specifications may be labeled with the phrase: FINAL DESIGN - NOT RELEASED FOR CONSTRUCTION,
p Specifications for standard equipment may only be omitted for municipalities with approved standard specifications,
but the use of the standard specifications must be noted on each sheet of the plans.
H. Engineering Calculations (All Application Packages):
® Per 15A NCAC 02T :0305(b)(2) and 15A NCAC 02T .0305 ' l , submit engineering calculations that have been
signed, sealed and dated by a North Carolina licensed Professional Engineer, and shall include at a minimum:
)> Friction/Total Dynamic Head calculations and system curve analysis (with one pump running, two pumps running, etc.)
➢ Pump selection information including pump curves, manufacturer's information, and recommended installation
guidelines.
➢ Pump station cycle times and pump run times.
➢ Minimum velocities in the sewer extension in accordance with the Minimum Design Criteria
➢ Flotation calculations for all units constructed partially or entirely below grade (i.e. pump stations)
Note that upon completion of the review process and prior to permit issuance, a request For the final plans and
specifications will be requested on digital media (CD, DVD, dump Drive, etc.) for our records. You will be notified
when this information is requested, as the review may necessitate changes.
INSTRUCTIONS FOR FORM: SSEA 04-16 & SUPPORTING DOCUMENTATION Page 2 of 4

I, Downstream Sewer Evaluations (All Application Packages)
® Per 15A NCAC 021' .0305(b)[2] and ,15A NCAC 021' .03040h)(I), submit engineering calculations that have been
signed, sealed and dated by a North Carolina Iiccuscd professional Engineer, for receiving collection systems:
® For connection to a gravity sewer, submit:
An evaluation of the gravity sewer based on peak flow from the proposed project and peak flows already tributary to
the existing gravity sewer. Provide calculations and detail how existing peak flows were determined.
❑ For connection to a pump station, submit:
An evaluation of the existing pump station to pump peak flow from the proposed project and peak flows already
tributary to the existing pump station. Provide calculations and detail how existing peak flows were determined.
❑ For connection to a force main/low pressures sewer, submit:
An evaluation of the existing system based on peak flows from the proposed project and peak flows already tributary to
the existing system. In addition, evaluate the ability of each pump station tributary to the existing system to pump
against additional head created by greater flows through the system. Evaluation may include alternative designs such
as telemetry to coordinate pumping between pump stations (provided sufficient storage is available). Also include an
evaluation of the discharge point of the existing force main/pressure sewer.
J. Site Maps (All Application Packages):
® Submit an 8.5-inch x I I -inch color copy of a USGS Topographic Map of sufficient scale to identify the entire project
area and closest surface waters.
➢ Location of the project (gravity sewer, pump stations & force main)
Downstream connection points and permit number (if known) for the receiving sewer
® Include a street level map showing general project area
K. Existing Permit (All Modification Packages):
Submit the most recently issued existing permit.
Provide a list of any items within the permit the Applicant would like the Division to address during the permit
modification (i.e., permit description, flow allocation, treatment facility, etc.).
L. Power Reliability Plan (If Applicable)
❑ Per 15A NCAC 02T .03Q5{h)(1), submit documentation of power reliability for pumping stations.
➢ This alternative is only available for average daily flows less than 15,000 gallons per day
➢ It shall be demonstrated to the Division that the portable source is owned or contracted by the applicant and is
compatible with the station. The Division will accept a letter signed by the applicant (see 15A NCAC 02T .0106(b)) or
proposed contractor, stating that "the portable power generation unit or portable, independently -powered pumping
units, associated appurtenances and personnel are available for distribution and operation of this pump station."
➢ If the portable power source or pump is dedicated to multiple pump stations, an evaluation of all the pump
stations' storage capacities and the rotation schedule of the portable power source or pump, including travel
timeframes, shall be provided in the case of a multiple station power outage, (Required at time of certification)
M. Final Environmental Document (If Applicable):
❑ Per 15A_ NCAC 02T .0105(c)(4), submit one copy of the environmental assessment and three copies of the final
environmental document (i.e., Finding of No Significant Impact or Record of Decision).
❑ Include information on any mitigating factors from the Environmental Assessment that impact the design and/or
construction of the subject sewer,
N. Certificate of Public Convenience and Necessity (All Application Packages for Privately -Owned Public Utilities):
❑ Per 15A NCAC 02T .0I I5(a)t 11 provide the Certificate of Public Convenience and Necessity from the North Carolina
Utilities Commission demonstrating the Applicant is authorized to hold the utility franchise for the area to be served by
the sewer extension, or
❑ Provide a letter from the North Carolina Utilities Commission's Water and Sewer Division Public Staff stating an
application for a franchise has been received and that the service area is contiguous to an existing franchised area or
that franchise approval is expected.
INSTRUCTIONS FOR FORM: SSEA 04-16 & SUPPORTING DOCUMENTATION Page 3 of

O. Operational Agreements (Applications from HOAIPOA and Developers for lots to be sold):
❑ Florne/Property Owners' Associations
• Per 15A NCAC' 02T..0I.15Ac}, submit the properly executed Operational _Agreement {FORM: 1-10A_04-16 .
❑ Per 15A !NCAC 02T .01 150 , submit a copy of the Articles of Incorporation, Declarations and By-laws.
❑ Developers of lots to be sold
❑ Per 15A NCAC 02T .01 15[b}, submit the properly executed Operational ational Agreement (FORM: DEV 04- l6 .
THE COMPLETED APPLICATION AND SUPPORTING DOCUMENTATION SHALL BE SUBMITTED TO:
NCDEQIDWR
WATER QUALITY PERMITTING
PERCS UNIT
By U.S. Postal Service:
1617 MAIL SERVICE CENTER
RALEIGH, NORTH CAROLINA 27699.1636
TELEPHONE NUMBER: [phone]
By Courier/Special Delivery:
512 N. SAI.ISBURY sl'. SUITE 925
RALEIGH. NORTH CAROLINA 27604
INSTRUCTIONS FOR FORM: SSEA 04-16 & SUPPORTING DOCUMENTATION Page 4 of 4

DWR
Divlston of Water Resources
State of North Carolina
Department of Environmental Quality
Division of Water Resources
15A NCAC 02T .0300 — SEWER SYSTEM EXTENSION APPLICATION
SSEA 04-16 & SUPPORTING DOCUMENTATION
Application Number:
(to be completed by DWR)
I. APPLICANT INFORMATION:
1. Applicant's name: Lincoln County
2. Applicant type: ❑ Individual
❑ Corporation ❑ General Partnership
❑ Federal
❑ State ❑ Municipal
3. Signature authority's naive: Donald V Chamblee per 15A NCAC 02T .0106(bl
Title: Director of Public Works
4. Applicant's mailing address: 115 West Main Street
City: Lincolnton State: NC
Zip: 28092-
5. Applicant's contact information:
Phone number. [phone]
Email Address: dchamblee rr),lincoitzcounx,2r;
❑ Privately -Owned PublieUtiIity
® County
II. PROJECT INFORMATION:
I. Project name: Cambridge Commons Multi -Family Offsite
2. Application/Project status: _E+Proposed (New Permit) ® Existing Pcrmit/Project
3. If a modification, provide the existing permit number: WQO00g4a and issued date: t0+ 1"IR4
4. If new construction but part of a master plan, provide the existing permit number: WQOO
5. County where project is located: Lincoln
6. Approximate Coordinates (Decimal Degrees): Latitude: 35.45032oLongitude: -81.010968o
III. CONSULTANT INFORMATION:
I . Professional Engineer: Rad Hudson License Number: 039258
Firm: Bottler Enl;inecring NC. PLLC
Mailing address: 1927 S Tryon Street, Suite 310
City: Charlotte State: NC Zip: 28203-
Phone number: (9� 272-3400 Email Address: RlludsonP
Wohlereng—com
IV. WASTEWATER TREATMENT FACILITY (WWTF) INFORMATION:
1. Facility Name: Killian Creek Permit Number: NCO088722
Owner Name: Lincoln County Public Works
V. RECEIVING DOWNSTREAM SEWER INFORMATION:
1. Permit Number(s): WW CS00149
System Wide Collection System Permit Number(s):
Owner Name(s): Lincoln Coun��
FORM: SSEA 04-16 Page 1 of 6

VI. GENERAL REQUIREMENTS
1. If the Applicant is a Privately -Owned Public Utility, has a Certificate of Public Convenience and Necessity been submitted?
❑ Yes ❑No ®NIA
2. If the Applicant is a Developer of lots to be said, has a Developer's Operational Aarcement (FORM: DEV} been submitted?
❑ Yes ❑No ❑NIA
3. If the Applicant is a Honie/Properly Owners' Association, has an Operational Agreement (FORM: HOA} been submitted?
❑ Yes [:]No ®NIA
4. Origin of wastewater: (check all that apply):
® Residential Owned ® Retail (stores, centers, malls)
® Residential Leased ® Retail with food preparation/service
❑ School / preschool / day care ❑ Medical 1 dental / veterinary facilities
® Food and drink Facilities ❑ Church
® Businesses / offices / factories ❑ Nursing Home
5. Is/was an Environmental Assessment required under 15A NCAC 01 C? ❑ Yes ® No
If yes, submit the appropriate final environmental docutnent (FONSI, ROD, etc.)
6. Nature of wastewater: I00 % Domestic/Commercial % Other waste — specify:
% Industrial (See 15A NCAC 02T .0103(20))
7. Wastewater generated by project: 0 GPD (per 15A NCAC 02T .0114)
Has a flow reduction been approved under 15A iNCAC _ 02T .01 14(f]? [—]Yes ® No
If yes, provide a copy of flow reduction approval letter
8. Summarize wastewater generated by project:
❑ Car Wash
❑ Hotel and/or Motels
❑ Swimming Pool /Clubhouse
❑ Swimming Pool/Filter Backwash
❑ Other (Explain in Attachment)
Establishment Type
Daily Design Plow n.s
No. of Units
Flow
gall
GPD
gal/
GPD
gall
GPD
gal/
GPD
gal/
GPD
gal/
GPD
Toraf
GPD
a See 15A NCAC 02T .01 14(b). (d)= Cc1(11 and (c)(2) for caveats to wastewater design flow rates (i.e., minimum flow per
dwelling; proposed unknown non-residential development uses; public access facilities located near high public use
areas; and residential property located south or east of the Atlantic Intracoastal Waterway to be used as vacation rentals
as defined in G.S. 42A-4).
b Per 15A NCAC 02T .0114(c), design flow rates for establishments not identified below shall be determined using
available flow data, water using fixtures, occupancy or operation patterns, and other measured data.
FORM: SSEA 04-16 Page 2 of 6

VII, GRAVITY SEWER DESIGN CRITERIA .15A NCAC 02T .0305:
1. Summarize Gravity Sewer to be permitted:
Size (inches) I Length (feet) I Material
1 30 1 502 1 SDR-35 I
VIII. PUMP STATION DF SIGN CRITERIA -- 02T .0305 & Ml)f' l'm j Sla(iunslFnrce Matins):
COMI'I.I17'F FOR EACH PUMP S'1'A'l'IUN 1NC[..UDE:D INTHIS PROJECT
1. Pump station number or name: ` .
2. Approximate Coordinates (Decimal Degrees): Latitude: Longitude: -
3. What is the nearest 100-year flood elevation to the facility? feet mean sea level. Soturce:
Is any of the proposed project located within the 100-year flood plain? ❑ Yes ❑ No
4. If Yes, are the following items provided per 15A NCAC 02T .0305te1:
Water -tight seals on all station hatches and manholes; and
Control panels vents extend two feet above the 100-year flood plain elevation?
❑ Yes ❑ No ❑ NIA
If No, what measures are being taken to protect them against flooding?
5. Finish grade elevation of the pump station:
6. Design flow of the pump station: millions gallons per day (firm capacity)
7. Operational point(s) of the pump(s): gallons per minute at feet total dynamic head (TDH)
8. Number of pumps provided:
9. Number of pump cycles at average daily flow: cycles per hour
10. Power reliability in accordance with 15A NCAC 02T .0305(h)(1):
❑ Standby power source or pump with automatic activation and telemetry - 15A NCAC 02T .0305(h)(1)(B)*
➢ Required for all pump stations with an average daily flow greater than or equal to 15,000 gallons per day
➢ Must be permanent to facility
Or if the pump station has an average daily flow less than 15,000 gallons per day:
❑ Portable power source with manual activation, quick -connection receptacle and telemetry - 15A NCAC 02T
.0305(h)(1)(C)
or
❑ Portable pumping unit with plugged emergency pump connection and telemetry - 15A NCAC 02T ,0305(h)(l)(C):
➢ It shall be demonstrated to the Division that the portable source is owned or contracted by the applicant (draft agreement)
and is compatible with the station,
➢ If the portable power source or pump is dedicated to multiple pump stations, an evaluation of all the pump stations'
storage capacities and the rotation schedule of the portable power source or pump, including travel timeframes, shall be
provided in the case of a multiple station power outage,
FORM: SSEA 04-16 Page 3 of 6

VIII. PUMP STATION DESIGN CRITERIA (continued)
11. Summarize the pump station design elements:
Design Element
Plan Sheet
Reference
Specification
Reference
Power Reliability Source and Associated Elements
Screened Wet Well Vent
Check Valves, Gate Valves, etc.
Control Panel
Restricted Access Elements (Fence, Wet Well Lack, etc)
Audible and Visual Alarms
Telemetry/SCADA
Level Controls
Weatherproof Sign with Required Information
Air Relief Valves
12. Summarize the force main to be permitted:
Sire (inches)
Length (feet)
Material
High
Elevation (Feet)
Discharge
Elevation (Feet)
Pump-Off
Elevation (Feet)
13. Air release valve station locations per 15A NCAC 02T .0305[i}:
Air Release Valve # Station Plan Sheet Reference
FORM: SSEA 04-16 Page 4 of

Ix. SETBACKS & SEPARATIONS — (02B .0200 & 15A NCAC 02T .0305(f)):
1. Dees the project comply with all separations found in 15A NCAC 021' .030 t &
➢ 15A NCAC 02T.0305(f) contains minimum separations that shall be provided for sewer systems:
® Yes ❑ No
Setback Parameter*
Separation Required
Storm sewers and other utilities not listed below(vertical)
24 inches
Water mains vertical -water over sewer including in benched trenches
18 inches
Water mains hori7onta!
10 feet
Reclaimed water lines vertical - reclaimed over sewer
18 inches
Reclaimed water lines (horizontal - reclaimed over sewer)
2 feet
"Any private or public water supply source, including any wells, WS-I waters of Class I or
Class 11 impounded reservoirs used as a source of drinking water
100 feet
"Waters classified WS (except WS-I or WS-V), B, SA, ORW, HQW, or SB from normal
high water or tide elevation and wetlands see item IX.2
50 feet
"Any other stream, lake, impoundment, or ground water lowering and surface drainage
ditches
10 feet
Any building foundation
5 feet
Any basement
10 feet
Top slope of embankment or cuts of 2 feet or more vertical height
10 feet
Drainage systems and interceptor drains
5 feet
Any swimmin ools
10 feet
Final earth grade vertical
36 inches
➢ 15A NCAC 02T.0305(a1 contains alternatives where separations in 02T.0305(f) cannot be achieved.
➢ "Stream classifications can be identified using the Division's M' Surface Water _Class fic_ations wLbj
➢ If noncompliance with 02T.0305()or (g), see Section X of this application
2. Does the project comply with separation requirements for wetlands? (50 feet of separation) ® Yes ❑ No
➢ Seethe Division's draft separation reguirements for situations where separation cannot be meet
➢ No variance is required if the alternative design criteria specified is utilized in design and construction
➢ As built documents should reference the location of areas effected
3. Does the project comply with all setbacks found in the river basin rules per 15A NCAC 02B .0200? ® Yes [:]No
➢ This would include Trout Buffered Streams per 15A NCAC 2B.0202
4. Does the project comply with an individual 404 Permit or any 401 Certifications? ® Yes ❑ No
➢ Wetland -related permits shall be requested, obtained, and adhered to for projects that impact wetlands or surface waters
➢ Information can be obtained from the 401 & Buffer Permitting Branch
5. Does project comply with 15A NCAC 02T.0105(cl( 6) (additional permits/certifications)? ® Yes [:]No
Per 15A NCAC 02T.0I05(c01, directly related environmental permits or certification applications are being prepared, have
been applied for, or have been obtained. Issuance of this permit is contingent on issuance of dependent permits (erosion and
sedimentation control plans, stormwater management plans, etc.).
6. Does this project include any sewer collection lines that are deemed "high -priority?"
Per 15A NCAC 02T.0402, "high -priority sewer" means "any aerial sewer, sewer contacting surface waters, siphon, or sewer
positioned parallel to streambanks that is subject to erosion that undermines or deteriorates the sewer.
❑ Yes ® No
➢ If yes, include an attachment with details for each line, including type (aerial line, size, material, and location).
High priority lines shall be inspected by the permittee or its representative at least once every six -months and
inspections documented per 15A NCAC 02T.0403(a)(5) or the permitee's individual System -Wide Collection permit.
FORM: SSEA 04-16 Page 5 of 6

X. CERTIFICATIONS:
I . Does the submitted systorn comply with I SA. NCAC. n2T, the IH i�t�}�]�g'r t •risk liar stir 1'ermittingt)f i?�ZtV.SEsliioii4
and Finax M i t la st version). and the (ravity !kgrcr Minimum 1?c�n ('r�teria tl:ttcsl vctxim t as a>>plicahlc'?
® Yes ❑ No
If No, cuinplele and submit the Variance/Allemalive Design Request application (VADC 10-14) and supporting documents
for review. A iprovisl of the reuticst is rewilred prior tit submiltal or they must Track Aunliralion and supnnrlina
documents.
2, Professional Engineer's Certification:
i, RAD HUDSON allcs4 thrEf this application for
(Professional Engineer's name from Application Item 11I,1. )
CAMBRDIGE COMMONS MULTI -FAMILY OFFSITE
(Facility name from Application item 11.1.)
has been reviewed by me and is accurate, complete and consistent with the information supplied in the plans, specifications,
engineering calculations, and all other supporting documentation to the best of my knowledge. i further attest that to the best
of my knowledge the proposed design has been prepared in accordance with this application package and its instntctions, as
well as all applicable regulations and statutes. Although other professionals may have developed certain portions of this
submittal package, inclusion of these materials under my signature and seal signifies that I have reviewed this material and
have judged it to be consistent with the proposed design,
NOTE - in accordance with General Statutes 143-215.6A and 143-215.6B, any person who knowingly snakes any false
statement, representation, or certification in any application package shall be guilty of a Class 2 misdemeanor, which may
include a fine not to exceed $10,000, as we]I as civil penalties up to S25,000 per violation.
'�1111111f111//
North Carolina Professional Engineer's seal, signature, and date; � CAR o �fr
.�d CW
_ S
39258 =
3. Applicant's Certification per 15A NCAC' 02T .0106(1
1, lh � hx a Z-o [r 1-� i4 i��4_ L�� 1 g 44 I'i6kjc��� S ��W1-attest that this application fbt
(Signature Authority's name & title from Application Item 1.3.)
CAMBRDIGE COMMONS MULTI -FAMILY OFFSITE
(Facility name front Application Item 11.1.)
has been reviewed by me and is accurate and complete to the best of my knowledge. ] understand that any discharge of
wastewater from this non -discharge system to surface waters or the land will result in an immediate enforcement action that
stay include civil penalties, injunctive relief, and/or criminal prosecution. I will make no claim against the Division of Water
Resources should a condition of this permit be violated. I also understand that if all required parts of this application package
are not completed and that if all required supporting information and attachments are not included, this application package
will be returned to me as incomplete.
NOTE - in accordance with General Statutes 143-215.6A and 143-215.611, any person who knowingly makes any false
statement, representation, or certification in any application package shall be guilty of a Class 2 misdemeanor, which may
include a fine not to exceed $10,000 as welt as civil penalties up to $25,000 pet' violation. p{�
Signature:. c am'— — - - - - - — Date:.. to fll/�
FORM: SSEA 04-16 Page 6 of 6

Attachment D
Letter regarding Cambridge Commons Multi -Family Sewer Availability
[see attachment]
67799859.3

01� COU��-
COUNTY OF LINCOLN, NORTH CAROLINA
1 15 WEST MAIN STREET, 2No FLOOR CITIZENS CENTER, LINCOLNTON, NORTH CAROLINA
CAA0 28092
DEPARTMENT OF PUBLIC WORKS
PHONE [phone]
FAX [phone]
W W W. LI NCOLNCOUNTY.O RG
October 29, 2018
Cambridge Commons MF, LLC
Attn: Shane Seagle
Seven Piedmont Center, Suite 300
Atlanta, GA 30305
RE: Cambridge Commons Multi -Family Sewer Availability
Mr. Seagle,
This letter is provided in response to your request, dated September 17, 2018, for flow acceptance of the
wastewater treatment infrastructure (the "System") for the Cambridge Commons Multi -Family
Development (the "Project"). Lincoln County (the "County") has the actual average daily flow capacity
at its Killian Creek Wastewater Treatment Plant to treat the domestic wastewater as requested, and does
conditionally grant approval for the Project, subject, however, to the terms and conditions below:
1. The amount of flow requested for the Project is for 247 units and 1 clubhouse with a total flow
of 60,280 gallons per day of additional flow at the NCDEQ approved reduced flow rate of 240
gallons per day per home into LS-1513; and
2. For the NCDEQ Permits, the receiving sewer treatment facility is the Killian Creek WWTP,
Permit #NC 0088722. The sewer collections facility is the East Lincoln County Water and Sewer
District, Permit #WQCS 00149; and
3. The County shall not be named as the Permittee on NCDEQ system applications. You must
make the application to NCDEQ in your own name for the System; and
4. Acceptance of the System and transferal of the System to the County is subject to the
following:
a. A complete final inspection and approval of the System by the County, and receipt of other
applicable documentation requested by the County; and
b. Approval of the System by NCDEQ, and proof provided to the County of a valid permit issued
by NCDEQ with an Authorization to Construct (ATC); and
c. Initiating construction of the Project within two years of the date of this conditional approval.
You must notify the Lincoln County Public Works Department in writing when construction of
the Project is initiated; and
d. The County continuing to have actual average daily flow capacity to treat the domestic
wastewater as requested at the time all other conditions precedent have been satisfied.
e. All proposed offsite sewer improvements must be completed prior to the issuance of a final
Certificate of Occupancy for the Project. A preconstruction meeting for offsite work should be

scheduled prior to that of the onsite utility work. The expected completion date for the offsite
utility work is September 30, 2019.
This acceptance and allocation of flow shall only be effective upon your compliance with all of
the above terms and conditions and the County providing an acknowledgment that you have complied
with all of the above terms and conditions.
Included in this mailing is the Flow Tracking/Acceptance for Sewer Extension Permit
Applications (FTSE — 04116) with the County's portion completed.
If you have any questions, please do not hesitate to call me at 704-736-8497.
Si erely,
Chuck King
Engineering Associate
Cc: File

State of North Carolina
Department of Environmental Quality
DWR Division of Water Resources
I5A NCAC 02T.0300 - SEW E R SYSTEM EXTENSION APPLICA,r[ON
Division of Water Resources INSTRUCTIONS FOR FORM: SSEA 04-16 & SUPPORTING DOCUMENTATION
Plans, specifications and supporting documents shall be prepared in accordance with, 15A NCAC-02T ,i1100, 15A NCAC 112T
,U30U, Mvision Policies and ga:sid..cnginecEtini:_Pt'0cticvs. Failure to submit all required Items will necessitate additional
processing and review time, and may result in return of the application.
For more injbr►nution, visit the Water Quality Per►nilting Seclion'.s collecliun syste►ns islob.►ite
General - When submitting an application, please use the following instructions as a checklist in order to ensure all required items are
submitted. Adherence to these instructions and checking the provided boxes will help produce a quicker review time and reduce the
amount of requested additional information.
A. One Original and One Copy of Application and Support iug ❑ocumenis
® Required unless otherwise noted
B. Cover Letter (Required for All Application Packages):
® List all items included in the application package, as well as a brief description of the requested permitting action.
9 If necessary for clarity, include attachments to the application form,
C. Application Fee (All New and Major Modification Application Packages):
® Submit a check or money carder in the aniount of' $4$0.00 dated within 90 days of application submittal.
➢ Payable to North Carolina Department of Environmental Quality (NCDEQ),
D. Sewer Systcm Extension (Form: SSEA 0446) Application (Required for All Application Packages):
® Submit the completed and appropriately executed application.
iY if necessary for clarity or due to space restrictions, attachments to the application may be made.
® II'the Applicant Type in Item 1.2 is a corporation or company, provide documentation it is registered for business with
the North Carolina Secretary oi' Statc.
❑ if the Applicant Type in Item 1.2 is a partnership or dlbla, enclose a copy of the certificate !sled with the Register of
Deeds in the comity of business.
® The project name in Item 11.1 shall be consistent with the project name on the plans, specifications, flow acceptance
letters, agreements, etc.
® The Professional Engineer's Certification on Page 6 of the application shall be signed, scaled and dated by a North
Carolina licensed Professional I:rtg,inper,
® The Applicant's Certification on Page 6 of the appiicatian shall be signed in accordance with 15A NCAC 02T .t11{ 6(b),
Per 15A NCAC 02T .0106(c), an alternate person may be designated as the signing official if a delegation letter is
provided from a person who meets the criteria in 15A NCAC 02T .0106(b),
E. Flow Tracking/Acceptance Form (Form: VFSE 04-116) (if Applicable):
❑ Submit the completed and appropriately executed Flow TrackinglAcceptance for Sewer Extension Permit Form from
the owners of the downstream sewers and treatment facility.
Y The flow acceptance; indicated in form FTSE 04-16 must not expire prior to permit issuance and must be dated less than
one year prior to the application date.
Y Submittal of this application and fot'In FTSE 04-16 indicates that owner has adequate capacity and will not violate (A.S.
143-215.67(a).
D Intergovernmental agreements or other contracts will not be accepted in lieu o1' a project -specific FTSE 04-16,
INSTRUCTIONS FOR FORM: SSEA 04-16 & SUPPORTING DOCUMENTATION Page I of 4

F. Engineering Plans (Required for All Application Packages):
® Per 15A NCAC _02T .0305(b)(i), submit two sets of detailed plan sets first have been signed, sealed and dated by a
North Carolina iicenscci. Pr011osional L'.ngincer, and shall include at a minirmiln:
> Table of contents with each sheet numbered.
F� A general location map with at least two geographic references and a vicinity map.
Plan and profile views of the sewer extension as well as the proximity of the sewer extension to other utilities and
natural features
Y Detail drawings of all items pertinent to the sewer extension and pump stations.
The location of all wells (including usage and construction details if available), streams (ephemeral, intermittent, and
perennial), springs, lakes, ponds, and other surface drainage features within 100 feet of the project.
> Minimum separations required per 15A NCAC 02T0305(t), and where: separations cannot be maintained, alternative
criteria per 15A NCAC 02T.0305(g).
Minimum cover for sewer extensions required per 15A NCAC 02T,0305(f) must also be shown clearly on the plans.
® Plans shall represent a completed design and not be labeled with preliminary phrases (e.g., FOR REVIGW ONLY,
NOT FOR CONSTRUCTION, etc.) that indicate they are anything other than final plans. However, the plans may be
labeled with the phrase: FINAL. DESIGN - NOT RELEASED FOR CONSTRUCTION.
G. Specifications (Required for All Application Packages):
® Per 15A _NCAC 02T .03K(h)(j), submit specifications that have been signed, sealed and dated by a North -Carolina
licensed Pi-olessional t~ngineei-, and shall include at a minimum:
T� Table of contents with each section/page numbered.
> Detailed specifications for all items pertinent to the sewer extension and pump stations
A Site Work (i.e., earthwork, clearing, grubbing, excavation, trenching, backfiiling, compacting, fencing, seeding, etc.)
Materials (i.e., force main, gravity, concrete, method of construction, etc,)
Electrical (i.e., control panels, transfer switches, automatically activated standby power source, etc.)
Means for ensuring quality and integrity of the finished product in accordance with the Minimum Design Criteria,
including leakage and pressure testing for the sewer extension.
® Specifications shall represent a completed design and not be labeled with preliminary phrases (e.g., FOR REVIEW
ONLY, NOT FOR CONSTRUCTION, etc.) that indicate they are anything other than final specifications. However,
the specifications may be labeled with the phrase: FINAL DESIGN - NO'f RELEASED FOR CONSTRUCTION.
❑ Specifications for standard equipment may only be ornilted for municipalities with approved standard specifications,
but the use of the standard specifications must be noted on each sheet of the plans.
H. Engineering Calculations (AIL Application Packages):
® Per _15A_ NCAC 02'i' .0:305(b)(2) and 15A NCAC:_ 02T .0305()(1), submit engineering calculations that have been
signed, sealed and dated by a North Carolina licensed Professional Engineer, and shall inchide at a minimum:
i� Friction/Total Dynamic [lead calculations and system curve analysis (with one puinp running, two pumps running, etc.)
Pump selection information including pump curves, manufacturer's information, and recommended installation
guidelines.
Pump station cycle times and pump run times.
A Minimum velocities in the sewer extension in accordance with the Mi.nirnuin Design Criteria
A Flotation calculations for all units constructed partially or entirely below grade (ix. pump stations)
Note that upon completion of the review process and prior to permit issuance, a request for the final plans and
specifications will be requested on digital media (Cll, DVD, Jump Drive, etc.) for our records. You will be notified
when this information is requested, as the review may necessitate changes,
INSTRUCTIONS FOR FORM: SSEA 04-16 & SUPPORTiNG DOCUMENTATION Page 2 of

Downstream Sewer Evaluations (All Application Packages)
® Per 15A NCAC 02'1 .0305(b)(2) and 15A NCAC 021' .0304(h)(1), submit engineering calculations that have been
signed, scaled and dated by a North Carolina licensed Professional_ En ig neer, for receiving collection systerns:
® For connection to a gravity sewer, submit:
An evaluation of the gravity sewer based on peak flow from the proposed project and peak flows already tributary to
the existing gravity sewer, Provide calculations and detail how existing peak flows were determined.
❑ For connection to a pump station, subtnit;
An evaluation of the existing pump station to pump peak now from the proposed project and peak flows already
tributary to the existing pump station, Provide calculations and detail how existing peak flows were determined.
❑ For connection to a force nnairtllow pressures sewer, submit:
An evaluation of the existing system based on peak flows from the proposed project and peak flows already tributary to
the existing system. In addition, evaluate the ability of each puml) station tributary to the existing system to pump
against additional head created by greater {lows through the system. !:valuation may include alternative designs such
as telemetry to coordinate pumping between pump stations (provided sufficient storage is available). Also include an
evaluation of the discharge point of the existing force main/pressure sewer.
Site Maps (All Application Packages):
® Submit an 8.5-inch x 11-inch color copy of a USGS Topographic Map of sufficient scale to identify the entire project
area and closest surface waters.
Location of the project (gravity sewer, pump stations & farce main)
Downstream connection points and permit number (if known) for the receiving sewer
® Include a street level map showing general project area
K. Existing Permit (All Modification Packages):
❑ Submit the most recently issued existing permit.
❑ Provide a list of any items within the permit the Applicant would like the Division to address during the permit
modification (i.e., permit description, flow allocation, treatment facility, etc.),
L. Power Reliability Plan (If Applicable)
❑ Per 15A NCAC 02T :0305(h)(l), submit documentation of power reliability for pumping stations.
�P, This alternative is only available for average daily flows less than 15,000 gallons per day
Y It sliall be demonstrated to the Division that the portable source is owned or contracted by the applicant and is
compatible with the station. The Division will accept a letter signed by the applicant (see 15A NCAC 02T .0106(b)) or
proposed contractor, stating that "the portable power generation unit or portable, independently -powered pumping
units, associated appurtenances and personnel are available for distribution and operation of this pump station."
Y If the portable power source or pump is dedicated to multiple pump stations, an evaluation of all the pump
stations' storage capacities and the rotation schedule of the portable power source or pump, including travel
timet'rames, shalt be provided in the case of a multiple station power outage. (Required at time of certification)
M. Final Environmental Document (If Applicable):
❑ Per 15A_ NCAC 02T _0105(c)(4h submit one copy of the environmental assessment and three copies of the final
environmental document (i.e., Finding of No Significant lmpact or Record of Decision),
❑ Include information on any mitigating factors from the Environmental Assessment that impact the design and/or
construction of the subject sewer.
N. Certificate of Public Convenience and Necessity (All Application Packages for Privately -Owned Public Utilities):
❑ Per I.5A NCAC 02T ,0115(a)(1) provide the Certificate of Public Convenience and Necessity from the North.. Carolina
UtiIIIies Commission demonstrating the Applicant is authorized to hold the utility franchise for the area to be served by
the sewer extension, or
❑ Provide a letter from the North Carolina Utilities Commission's .Water and Sewer Division Public SW11' stating an
application for a franchise has been received and that the service area is contiguous to an existing franchised area or
that franchise approval is expected.
INSTRUCTIONS FOR FORM: SS EA 04-15 & SUPPORTING DOCUMENTATION Page 3 of 4

O. Operational Agreements (Applications from HOA/POA and Developers for lots to be said);
❑ I lumc:/1"roMj y Owners' Associallons
❑ per 15A NCAC_' 02T ,01 IS[c), submit the properly executed Operational Agrec:mcn(f QK_M. l IOA 04-_L6_).
❑ Per 15A NCAC 02'I' .O 115(c), submit a copy of the Articles of Incorporation, Declarations and By-laws.
❑ Developers of lots to be sold
❑ Per 15A NCAC: 02'1' U1150), submit the properly executed Operntionul Agreomentt.f FORM: 1)UV Oil-1 f).
THE COMPLETED APPLICATION AND SUPPORTING DOCUMENTATION SHALL BE SUBMITTED TO:
NCDEQ/DWR
WATER QUALITY PERMITTING
PERCS UNIT
By U.4. Postal Service:
16117 MAIL SERVICE CENTER
RALEIGH, NORTH CAROLINA 27699-1636
TELEPHONE NUMBER: [phone]
By CourleriSnecial Delivery:
512 N. SALISRURV ST. SUITE 925
RAi..KICIILNIIR'I H_CAROLINA 27604
INSTRUCTIONS FOR FORM: SSEA 04-I6 & SUPPORTING DOCUMENTATION Page 4 of'4

DWR
Division Of Water lResouKes
State of North ('arolina
Department of Environmental Quality
Division of Water Resources
15A NCAC 02T .0300 -- SEWER SYSTEM EXTENSION APPLICATION
SSEA (14-16 & SUPPORTING DOCUMENTATION
Application Number: (to be cosip Icled by owls)
1. APPLICANT INFORMATION:
1. Applicant's name: CambritlV, Ckmintents MF,1_I.0
2. Applicant type: ❑ Individual ® Corporation ❑ General Partnership
❑ Federal ❑ state ❑ Municipal
3. Signature authority's name: Shane Sera& per I.SA NCAC 02T ,01 06(b)
Title: President
4. Appiicant's mailing address: Seven Piedmont Center, Suite 300
City; Atlanta State: GA Lip: 36305-
5• Applicant's contact information:
Phone ncunber: (784] 902-74 l2 Email Address: ssea Ic r� �tt�rl.ltsl.tl►ck�vel�tllin�nl.«rm
❑ Privately -Owned Public Utility
❑ County
11. PROJECT INFORMATION:
1. Project name: Cambridge Commons Multi -Family
2. Application/Project status: ® Proposed (New Permit) [I Fxisting Permit/Project
3, If modification, provide the existing, permit number: WQ00 and issued date:
4. 1f new construction but part of a master plan, provide the existing permit number: WQ00
5. County where project is located: Lincoln
6. Approximate Coordinates (Decimal Degrees): Latitude: 35,44923o Longitude:-80.99423o
Ill. CONSULTANT INFORMATION:
1. Professional Engineer; IZUid I ludson License Number: 039258
Firm,. Bohler Engineering NQ k'LL C:
Mailing address: I�L27.,%]Lryon 51rect5uile 310
City: Churlotle State: NC Zip: 28203-
Phone number: [phone] Email Address: ICI IudsomLlioltlejvm&..com
IV. WASTEWA'f ER TREATMENT FACILITY (WWTF) INFORMATION;
1. Facility Name: Killian Creek Permit Number: NC0088722
Owner Name: Lincoln C:oun y 1'ttblie Works
V. RECEIVING DOWNSTREAM SEWER INFORMATION:
1. Permit Number(s): WQC500149
System Wide Collection System Permit Number(s):
Owner Natne(s): Lincoln County
FORM: SSEA 04-16 Page I of6

V1.
GENERAL REQUIREMENTS
1. if the Applicant is a Privately -Owned Public Utility, has a Certificate of Public Convenience and Necessity been submitted?
❑ Yes ❑No ®NIA
2. lithe Applicant is a Developer of lots to be sold, has a Deycloper's Opecaiional Agreelnent (1'�O1tM_ DFV) been submitted?
❑ Yes [:)No ®NIA
3. If the Applicant is a Home/Property Owner$' Association, has an Operat iono I Agrcent nt (FQitM: I IOA) been submitted?
❑ Yes ®No ❑N/A
4. Origin of wastewater: (check all that apply):
❑ Residential Owned ❑ Retail (stores, centers, malls) ❑ Car Wash
® Residential Leased ❑ Retail with food preparation/service ❑ Hotel and/or Motels
❑ School 1 preschool 1 day care ❑ Medical 1 dental / veterinary facilities ® Swimming Pool /Clubhouse
❑ Food and drink facilities ❑ church ❑ Swimming Pool/Filter Backwash
❑ Businesses 1 offices / factories ❑ Nursing Home ❑ Other (Explain in Attachment)
5, Is/was an Environmental Assessment required under 15A NGACO.IC? ❑ Yes ® No
If yes, submit the appropriate final environmental document (FONSI, ROD, etc,)
6. Nature of wastewater: 1100 % Domestic/Commercial % Other waste - specify:
% industrial (see 15A NCAC02T- _01p3(2))
7. Wastewater generated by project: l QILD GPD (per ISA NCAC 02T 0114)
Hasa flow reduction been approved under 15A, NCAC 02T. 0 { Rn? []yes ®No
If yes, provide a copy of Flow reduction approval letter
8. Summarize wastewater generated by project:
Establishment Type
Multi -Family
Clubhouse
Daily Design Flow n.b
240 gall/Unit
10 gall I person
gal/
gall
gall
gal/
No. of Units
Flow
247 Units
59,280 GAD
1,000 GPD
GPD
100
GPD
GPD
GPD
Toial
60,280 GPD
a See l5A NCAC 02T .01 I?I(b), ��, �e_.)(1 and _(�(2) for caveats to wastewater design flow rates (i,e., minimum flow per
dwelling; proposed unknown non-residential development uses; public access facilities located near high public use
areas; and residential property located south or east of the Atlantic Intracoastal Waterway to be used as vacation rentals
as defined in G.S. 42A-4).
b Per 15A NCAC 02T .0114(c), design flow rates for establishments not identified below shall be determined using
available flow data, water using fixtures, occupancy or operation patterns, and other measured data.
FORM: SSEA 04-16 Page 2of6

V11. GRAVITY SEWER ❑ESICN CRITERIA- 15A NCAC 02T.0305;
. Summarize Gravity Sewer to be permitted:
Size (inches)
Length (feet)
Material
8
6
1,195
1,046
SDR-35
SDR-35
Vill. PUMP STATION DESIGN CRITERIA — 02T .0305 & MDC_( u up -5 uIL mnslleurce Mtlins :
COMPLETE FOR EACH PUMP S'f xrlON INCLU1)E1) 1N THIS PROJECT
1. Pump station number or name:
2. Approximate Coordinates (Decimal Degrees): Latitude: Longitude; -
3. What is the nearest 100-year flood elevation to the facility? feet mean sea level. Source:
Is any of the proposed project located within the 100-year flood plain? ❑ Yes ❑ No
4. if Yes, are the following items provided per 15A. NCACO2T .0305(e):
Water -tight seals on all station hatches and manholes; and
Control panels vents extend two feet above the 100-year flood plain elevation?
[]Yes ❑ No ❑ NIA
if No, what measures are being taken to protect them against flooding?
5, Finish grade elevation of the pump station:
6. Design flow of the pump station: millions gallons per day (firm capacity)
7. Operational point(s) of the pump(s): gallons per minute at feet total dynamic head (TDH)
8, dumber of pumps provided:
9. Number of pump cycles at average daily flow: cycles per hour
10. Power reliability in accordance with i.5A NCAC02T .0305.(Ul ):
❑ Standby power source or pump with automatic activation and telemetry - 15A NCAC 02T ,0305(h)(1)(B):
➢ Required for all pump stations with an average daily flow greater than or equal to 15,000 gallons per day
➢ Must be permanent to facility
Or if the pump station has an average daily flow less than 15,000 gallons per day:
❑ Portable power source with manual activation, quick -connection receptacle and telemetry • 15A NCAC 02T
.0305(h)(1)(C)
or
❑ Portable pumping unit with plugged emergency pump connection and telemetry - 15A NCAC 021' .0305(h)(1)(C):
➢ It shall be demonstrated to the Division that the portable source is owned or contracted by the applicant (draft agreement)
and is compatible with the station.
➢ Ifthe portable power source or pump is dedicated to multiple pump stations, an evaluation of all the pump stations'
storage capacities and the rotation schedule of the portable power source or pump, including travel timet'rames, shall be
provided in the case of a multiple station power outage.
FORM: SSEA 04-16 Page 3 of 6

Vlll. PUMP STATION DESIGN CRITERIA (continued)
11. Summarize the pump station design elements:
Resign Element
Plan Sheet
Reference
Specification
Reference
Power Reliability Source and Associated Elements
Screened Wet Well Vent
Check Valves, Gate Valves, etc.
Control Panel
Restricted Access Elements (Fence, Wet Well Lock, etc)
Audible and Visual Alarms
Telemetry/SCADA
Level Controls
Weatherproof Sign with Required Information
Air Relief Valves
12. Summarize the force main to be permitted:
Size (inches) ` Length (feet] Material
High Discharge Pump -tiff
Elevation (feet) Elevation (feet) Elevation (fey
13. Air release valve station locations per 15A NCAC 02'l' .0345L):
Air Release Valve # Station Plan Sheet Reference
FORM: SSSA 04-16 Page 4 of 6

IX.
SETBACKS & SEPARATIONS —(02B .0200 & ISA NCAC 02T .0305(f));
Does the project comply with all separations found in 15A_NCAC 02T ,030_S.(f}_(1?) ®Yes ❑ No
15A NCAC 02T.0305(i) contains minimum separations that shall be provided for sewer systems:
Setbar
ck Parameter* Separation Itec> ed
Storm sewers and other utilities not listed below (vertical _ 24 inches
Water mains (vertical -water over sewer including in benched trenches) 18 inches _
Water main horizontal) 10 feet
Reclaimed water lineslvertical - reclaimed over sewer T 18 inches
Reclaimed water lines (horizon(al - reclaimed over sewer) _ _ — 2 feet
**Any private or public water supply source, including any wells, WS-I waters of Class l or
Class 11 impounded reservoirs used as a source of drinking water T i00 feet
**Waters classified WS (except WS-1 or WS-V), B, SA, ORW, IIQW, or Ski from normal
high water (or tide elevation) and wetlands (see item 1X2 _ 50 feet
**Any other stream, lake, impoundment, or ground water lowering and surface drainage
ditches 10 feet
Any huiIdiy foundaIion _ 5 feet
Any basement I feet
Top slope of embankment or cuts of t feet or more vertical It e ht 10 Feet
Drainage systems and interceptor drains_ 5 fleet
Any swimming ools _ 10 feet
Final earth grade (vertical) 36 inches
15A NCAC 02.1'.0305(a) contains alternatives where separations iit 02T.0305(1) cannot be achieved.
�0- **Stream classifications can be identified using the Division's NC Surtac4 Wain Classifications webpage
➢ If noncompliance with 02T.0305(1) or (g), see Section X of this application
2. Dues the project comply with separation requirements for wetlands? (50 feet at'separation) ® Yes [:]No
See the Division's draft separation requiruinents for situations where separation cannot be meet
Y No variance is required if the alternative design criteria specified is utilized in design and construction
Y As built documents should reference the location of areas effected
3. Does the project comply with all setbacks found in the river basin rules per I'5A NCAC 02B .0200? ® Yes ❑ No
Y- This would include Trout Buffered Streams per 15A NCAC 213.0202
4. Does the project comply with an individual 404 Permit or any 401 Certifications? ® Yes ❑ No
Wetland -related permits shall be requested, obtained, and adhered to for projects that impact wetlands or surface waters
A Information can be obtained from the 401 & Buffer Permitting Branch
5• Does project comply with 15A NCAC 07.0105(q)(6) (additional perm itslcerdfications)? ® Yes ❑ No
Per 15A NCAC 02T.0 1 05(c)(6), directly related environmental permits or certification applications are being prepared, have
been applied for, or have been obtained. Issuance of this permit is contingent on issuance of dependent permits (erosion and
sedimentation control plans, stormwater management plans, etc.).
6• Does this project include any sewer collection lines that are deemed "high -priority?"
Per 15A NCAC_02T.0402, "high -priority sewer" means "any aerial sewer, sewer• contacting surface waters, siphon, or sewer
positioned parallel to streambanks that is subject to erosion that undermines or deteriorates the sewer.
❑ Yes ® No
Y If yes, include an attachment with details for each line, including type (aerial line, size, material, and location).
High priority lines shall he inspected by the permittee or its representative at least once every six -months and
inspections documented per 15A NCAC 02T.0403(a)(5) or the permitee's individual System -Wide Collection permit.
FORM: SSE, A 04-16 Page 5 ot'6

r.4'
CERTIFICATIONS:
E
I. Docs the submitted system comply with lSA N�.At 02T, the MigiIII LIM 1,y-sigii Crilgi-IIi li,r IIty I't•rini IiIIli I I i I'mill) SrackPlis
auul I"oti�cc Mail,5 (jalrtit version), and lite Gnivily Sewer Mininutnt 1ksil;n C'rilcria {litl"i ►ersiolIl as clppticable?
® Yes �.] No
I No, complelr ;Irnl mihiitit (his Varian itWAhcrnulive Design Request application (VA DC 10-101) turd supporting doctlmelIts
litr review. Approval of the reotues! iti t•euuired nriitr to_suhinittal of the lust ,I,rack Annliealion and sgpporllnt!
ducttmcals.
2. l'rof'essionat Engineer's('ertification:
RAD HUDSON 110es1 that this appiiealiLtn I'nr
(Professional Engineer's name From Applicalion Item I11.1.)
CAMBRDIGE COMMONS MULTI -FAMILY
(Facility name front Application ltem 11.1.)
has been reviewed by me and is accurate, complete and consistent with the information supplied in the plans, specifications,
engineering Calculations, and all other supporting doctmtentation to the best of my knowledge. 1 further attest that to the best
of my knowledge the proposed design hit% been prepared in accordance with this application package and its instructions, as
well Its all applicable regulations rate/ statutes. Although other professionals may have developeci cerlain portions of tlb's
stdtrnitlal package. inclusion of theme materiak wider my signature and seal signifies that I have reviewed this maturial and
itavU .judpcci it to he consistent with the proposed design,
NOTE - In accordance with general Statutes and IiQ-31�5.bf3_, any person who knowingly snakes any !false
slalenent, representation, or certification in tiny application package shall he guihy of a Class 2 misdemeanor, which may
include a tints not tit exceed S 10,000, as ► elI as civil penalties up Its $25,000 pat• violation.
North Carolina Professional Engincer's seal, signature, and date:
3. Applicant's Certification per 1 y11.N[. nt' tY� I' .[ililft[17�;
��lllllllllr�.
C. A R
L r
I �
g r•
39250
�� . pq �NG I'kl�� •�0�:
ancsl (hat this application iur
(Signature Authority's name & title from Application item 1.3.)
CAMBRDIGE COMMONS MULTI -FAMILY
(PuciIity name From Application Item 11.1.)
has been reviewed by me and is accurate and complete to the best of my knowledge. I understand that any discharge of
wastewater from this non -discharge system to surface waters or the land will result in an intmediale enforcement action that
may include civil penalties, injtutctive relief, and/or criminal prosecution. i will make no claim against the Division or Water
Resources should a condition of'[his permit be violated. 1 also understand that if' al required parts of this application package
are not cornpieted and that if all required supporting information and attachments are not included, this application package
will be resumed to me as incomplete.
NOTE - 1n accordance with General Statutes 143-215,6A and 143-215.61, any person who knowingly makes any false
statement, representation, or curlifrcation in any application package shall be guilty of a Class 2 misdemeanor, which may
include a tine it t exceed $ i,000 as well as civil penalties tip to $25,000 per violation.
Signattire:__ Date: e;'l l� �te

EXHIBIT D
FORM OF CERTIFICATE OF NON -FOREIGN STATUS
Section 1445 of the Internal Revenue Code of 1986, as amended ("Code"), provides that a transferee (buyer) of a
U.S. real property interest must withhold tax if the transferor (seller) is a foreign person.
To inform , a ("Transferee"), that withholding of tax under
section 1445 of the Code is not required upon disposition of certain real property to the Transferee by
, a ("Transferor"), the undersigned hereby warrants, represents and
certifies the following on behalf of Transferor:
1. The undersigned is the duly and acting [Title of Officer executing Certificate] of
Transferor.
2. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms
are defined in the Internal Revenue Code and Income Tax Regulations), but rather is an entity formed under the laws
of one of the United States.
3. Transferor is not a disregarded entity as defined in section 1.1445-2(b)(2)(iii) of the Code;
4. Transferor's U.S. employer identification number is
5. Transferor's office address is
6. Transferor understands that this certification may be disclosed to the Internal Revenue Service by the
transferee and that any false statement contained in this certificate could be punished by fine, imprisonment, or both
Under penalty of perjury the undersigned declares that the undersigned has examined this certification and to the
best of its knowledge and belief it is true, correct, and complete.
TRANSFEROR:
By:
Name:
Title:
Date:
D-1
67769277.10

AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
North Pilot Knob Road, Lincoln County, North Carolina
This AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment") is made and
entered into as of June 7, 2019, by and between Cambridge Commons MF LLC, a Delaware limited liability
company, as Purchaser, and Prestige Acquisitions, LLC, a North Carolina limited liability company,
as Seller.
Recitals
This Amendment is made with respect to the following facts:
A. Seller and Purchaser entered into the Agreement of Purchase and Sale dated as of March 25, 2019
(the "Agreement"), with respect to the Property located in Lincoln County, North Carolina, as more
particularly described in the Agreement.
B. Seller and Purchaser desire to amend the Agreement as set forth in this Amendment.
Agreement
In consideration of the foregoing Recitals, the conditions, terms, covenants and agreements set forth in this
Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser agree that the Agreement is amended as set forth in this Amendment:
1. Defined Terms. Each initially capitalized term used in this Amendment has the meaning set forth
for that term in the Agreement, unless it is otherwise defined in this Amendment.
2. Due Diligence Period. Section 1.1(g) of the Agreement is revised to read as follows:
"(g) Due Diligence Period: The period ending on June 24, 2019."
3. Counterparts. This Amendment may be executed in several counterparts, each of which shall be
deemed an original, and all of which together shall be deemed to be one and the same Amendment when
each of Seller and Purchaser has signed and delivered one of the counterparts. Each party may deliver its
executed counterpart of this Amendment to the Escrow Agent and the other party in pdf format by
electronic mail and the executed counterpart shall be treated as an original document.
4. Entire Agreement. The Agreement, as amended by this Amendment, constitutes the full and
complete agreement and understanding between Seller and Purchaser and shall supersede all prior
communications, representations, understandings or agreements, if any, whether oral or written, concerning
the subject matter contained in the Agreement, as so amended, and no provision of the Agreement, as so
amended, may be modified, amended, waived or discharged, in whole or in part, except by a written
instrument executed by Seller and Purchaser.
5. Full Force and Effect, Incorporation. Except as modified by this Amendment, the Agreement has
not been amended and, as amended by this Amendment, the Agreement remains in full force and effect. If
any inconsistency arises between this Amendment and the Agreement as to the specific matters which are
the subject of this Amendment, the terms and conditions of this Amendment shall control.
69039833.1

Seller and Purchaser have executed this Amendment as of the date first written above.
Seller:
PRESTIGE ACQUISITIONS, LLC,
a North
ited liability company
By: its Manager
69039833.1

Purchaser:
CAMBRIDGE COMMONS MF LLC,
a Delaware limited liability company
By: Arc]
69039833.1

SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
North Pilot Knob Road, Lincoln County, North Carolina
This SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment") is
made and entered into as of June 24, 2019, by and between Cambridge Commons MF LLC, a Delaware
limited liability company, as Purchaser, and Prestige Acquisitions, LLC, a North Carolina limited
liability company, as Seller.
Recitals
This Amendment is made with respect to the following facts:
A. Seller and Purchaser entered into the Agreement of Purchase and Sale dated as of March 25, 2019
(the "Original Agreement"), with respect to the Property located in Lincoln County, North Carolina, as
more particularly described in the Original Agreement.
B. Seller and Purchaser entered into an Amendment to the Original Agreement dated on or about
June 7, 2019 (the "First Amendment"). The Original Agreement, as amended by the First Amendment, is
referred to in this Amendment as the "Agreement".
C. Seller and Purchaser desire to amend the Agreement as set forth in this Amendment.
Agreement
In consideration of the foregoing Recitals, the conditions, terms, covenants and agreements set forth in this
Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser agree that the Agreement is amended as set forth in this Amendment:
1. Defined Terms. Each initially capitalized term used in this Amendment has the meaning set forth
for that term in the Agreement, unless it is otherwise deemed in this Amendment.
2. Due Diligence Period. Section 1.1(g) of the Agreement is revised to read as follows:
"(g) Due Diligence Period: The period ending on June 26, 2019."
3. Counterparts. This Amendment may be executed in several counterparts, each of which shall be
deemed an original, and all of which together shall be deemed to be one and the same Amendment when
each of Seller and Purchaser has signed and delivered one of the counterparts. Each party may deliver its
executed counterpart of this Amendment to the Escrow Agent and the other party in pdf format by
electronic mail and the executed counterpart shall be treated as an original document.
4. Entire Agreement. The Agreement, as amended by this Amendment, constitutes the full and
complete agreement and understanding between Seller and Purchaser and shall supersede all prior
communications, representations, understandings or agreements, if any, whether oral or written, concerning
the subject matter contained in the Agreement, as so amended, and no provision of the Agreement, as so
amended, may be modified, amended, waived or discharged, in whole or in part, except by a written
instrument executed by Seller and Purchaser.
5. Full Force and Effect, Incorporation. Except as modified by this Amendment, the Agreement has
not been amended and, as amended by this Amendment, the Agreement remains in full force and effect. If
any inconsistency arises between this Amendment and the Agreement as to the specific matters which are
the subject of this Amendment, the terms and conditions of this Amendment shall control.
69226882.1

Seller and Purchaser have executed this Amendment as of the date first written above.
Seller:
PREST]
a North
LO
69226882.1

Purchaser:
CAMBRIDGE COMMONS MF LLC,
a Delaware limited liability company
By: ArchCo Residential LLC, its sole Member
By: iz�j `^^--
Neil T. Brown, its Manager
69226882.1

THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
North Pilot Knob Road, Lincoln County, North Carolina
This THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment") is
made and entered into as of June 26, 2019, by and between Cambridge Commons MF LLC, a Delaware
limited liability company, as Purchaser, and BBC Cambridge, LLC, a North Carolina limited liability
company (`BBC") and successor, by assignment, to Prestige Acquisitions, LLC ("Prestige'), as
Seller.
Recitals
This Amendment is made with respect to the following facts:
A. Prestige and Purchaser entered into the Agreement of Purchase and Sale dated as of March 25,
2019 (the "Original Agreement"), with respect to the Property located in Lincoln County, North Carolina,
as more particularly described in the Original Agreement.
B. Prestige and Purchaser entered into an Amendment to the Original Agreement dated on or about
June 7, 2019 (the "First Amendment"), and a Second Amendment to the Original Agreement dated on or
about June 24, 2019 (the "Second Amendment"). The Original Agreement, as amended by the First
Amendment and the Second Amendment, is referred to in this Amendment as the "Agreement'.
C. BBC acquired title to the Property on May 21, 2019; Prestige assigned its interest as Seller under
the Agreement to BBC by an assignment dated as of the date of this Amendment; and therefore, BBC is
now Seller under the Agreement.
D. Seller and Purchaser desire to amend the Agreement as set forth in this Amendment.
Agreement
In consideration of the foregoing Recitals, the conditions, terms, covenants and agreements set forth in
this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Seller and Purchaser agree that the Agreement is amended as set forth in this
Amendment:
1. Defined Terms. Each initially capitalized term used in this Amendment has the meaning set forth
for that term in the Agreement, unless it is otherwise defined in this Amendment.
2. Purchaser's Notice Address. In Section 1.1(a), the street address for Cambridge Commons MF
LLC is replaced with the following:
Cambridge Commons MF LLC
c/o ArchCo Residential LLC
Attn: Jason Jacobson
3340 Peachtree Road, Suite 1800
Atlanta, GA 30326
Telephone: [phone]
E-mail: acobsonna,archcoresidential.com
and
Cambridge Commons MF LLC
c/o ArchCo Residential LLC
Attn: Neil Brown
3340 Peachtree Road, Suite 1800
Atlanta, GA 30326
69247094.2

Telephone: [phone]
E-mail: neil&ntbrown.com
Closing Date. Section 1.1(h) of the Agreement is revised to read as follows:
"Closing Date: As designated by Purchaser upon not less than five days
prior notice, but no later than 30 days after the Second
Deposit is made in accordance with Section 1.3(a), as it
may be extended if Purchaser properly exercises its
option to extend the Closing Date as provided in
Section 5.1(b)."
4. Second Deposit. The second sentence of Section 1.3(a) of the Agreement is revised to read as
follows:
"If Purchaser delivers a Due Diligence Approval Notice in accordance with
Section 2.2(c), Purchaser shall make a second deposit of $ 0 (the "Second
Deposit") with the Escrow Agent within 30 days after the expiration of the Due Diligence
Period."
5. First Deposit. Notwithstanding anything in the Agreement to the contrary, upon execution of this
Amendment the First Deposit shall be non-refundable to Purchaser except upon Seller's default or as
otherwise expressly provided in the Agreement.
6. Counterparts. This Amendment may be executed in several counterparts, each of which shall be
deemed an original, and all of which together shall be deemed to be one and the same Amendment when
each of Seller and Purchaser has signed and delivered one of the counterparts. Each party may deliver its
executed counterpart of this Amendment to the Escrow Agent and the other party in pdf format by
electronic mail and the executed counterpart shall be treated as an original document.
7. Entire Agreement. The Agreement, as amended by this Amendment, constitutes the full and
complete agreement and understanding between Seller and Purchaser and shall supersede all prior
communications, representations, understandings or agreements, if any, whether oral or written,
concerning the subject matter contained in the Agreement, as so amended, and no provision of the
Agreement, as so amended, may be modified, amended, waived or discharged, in whole or in part, except
by a written instrument executed by Seller and Purchaser.
8. Full Force and Effect: Incorporation. Except as modified by this Amendment, the Agreement has
not been amended and, as amended by this Amendment, the Agreement remains in full force and effect.
If any inconsistency arises between this Amendment and the Agreement as to the specific matters which
are the subject of this Amendment, the terms and conditions of this Amendment shall control.
2
69247094.2

Seller and Purchaser have executed this Amendment as of the date first written above.
Seller:
BBC CANIBRIDGE, LLC,
a North Caralln I ted Iility company
By: C//
rian Mahoney, its ager
69247094,2

Purchaser:
CAMBRIDGE COMMONS MF LLC,
a Delaware limited liability company
By: ArchCo Residential LLC, its sole Member
By: d-a
Neil T. Brown, its Manager
69247094.2

FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
North Pilot Knob Road, Lincoln County, North Carolina
This FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment") is
made and entered into as of July 15, 2019, by and between Cambridge Commons MF LLC, a Delaware
limited liability company, as Purchaser, and BBC Cambridge, LLC, a North Carolina limited liability
company ("BBC") and successor, by assignment, to Prestige Acquisitions, LLC ("Prestige"), as
Seller.
Recitals
This Amendment is made with respect to the following facts:
A. Prestige and Purchaser entered into the Agreement of Purchase and Sale dated as of March 25, 2019
(the "Original Agreement"), with respect to the Property located in Lincoln County, North Carolina, as
more particularly described in the Original Agreement.
B. Prestige and Purchaser entered into an Amendment to the Original Agreement dated on or about
June 7, 2019 (the "First Amendment"), a Second Amendment to the Original Agreement dated on or about
June 24, 2019 (the "Second Amendment"), and a Third Amendment to the Original Agreement dated on or
about June 26, 2019 (the "Third Amendment"). The Original Agreement, as amended by the First
Amendment, the Second Amendment, and the Third Amendment, is referred to in this Amendment as the
"Agreement".
C. BBC acquired title to the Property on May 21, 2019; Prestige assigned its interest as Seller under
the Agreement to BBC by an assignment dated as of June 26, 2019; and therefore, BBC is now Seller under
the Agreement.
D. Purchaser delivered a Due Diligence Approval Notice in accordance with Section 2.2(c) on June
26, 2019,
E. Seller and Purchaser desire to amend the Agreement as set forth in this Amendment.
Agreement
In consideration of the foregoing Recitals, the conditions, terms, covenants and agreements set forth in this
Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser agree that the Agreement is amended as set forth in this Amendment:
I. Defined Terms. Each initially capitalized term used in this Amendment has the meaning set forth
for that term in the Agreement, unless it is otherwise defined in this Amendment.
2. Earnest Money. Section 1.1(f) of the Agreement is revised to read as follows:
"Earnest Money: Collectively, when deposited, the First Deposit (defined
in Section 1.3(a)), the Second Deposit (defined in Section
1.3 a ), the First Closing Extension Deposit (defined in
Section 5.1(b)), the Second Closing Extension Deposit
(defined in Section 5.1(b)), the Third Closing Extension
Deposit (defined in Section 5.1(b)), and the Fourth
Closing Extension Deposit (defined in Section 5.1(b)),
plus any interest earned on such amounts."
69519836.2

Closing Date. Section 1.1(h) of the Agreement is revised to read as follows:
"Closing Date: As designated by Purchaser upon not less than five days
prior notice, but no later than 60 days after the expiration
of the Due Diligence Period, as it may be extended if
Purchaser properly exercises its option to extend the
Closing Date as provided in Section 5.1N."
4. Second Deposit. The second sentence of Section 1.3(a) of the Agreement is revised to read as
follows:
"Purchaser shall make a second deposit of (the "Second Deposit") with the
Escrow Agent on or before August 9, 2019."
Closing Date Extensions. Section 5.1(b) of the Agreement is revised to read as follows:
"Purchaser may extend the Closing Date up to four times for not more than 30 days each
time. Purchaser shall exercise the first extension option, at least five days prior to the
Closing Date, by both (1) giving written notice to Seller and the Escrow Agent and
(11) depositing (the "First Closing Extension Deposit") with the Escrow Agent.
Purchaser shall exercise the second extension option, at least five days prior to the Closing
Date (as previously extended), by both (1) giving written notice to Seller and the Escrow
Agent and (11) depositing (the "Second Closing Extension Deposit") with the
Escrow Agent. Purchaser shall exercise the third extension option, at least five days prior
to the Closing Date (as previously extended), by both (1) giving written notice to Seller and
the Escrow Agent and (11) depositing (the "Third Closing Extension Deposit")
with the Escrow Agent. Purchaser shall exercise the fourth extension option, at least five
days prior to the Closing Date (as previously extended), by both (1) giving written notice
to Seller and the Escrow Agent and (11) depositing 3 (the "Fourth Closing
Extension Deposit") with the Escrow Agent. Once deposited, the First Closing Extension
Deposit, the Second Closing Extension Deposit, the Third Closing Extension Deposit, and
the Fourth Closing Extension Deposit shall be nonrefundable, except to the extent the
Earnest Money is refundable in accordance with the terms and conditions of this
Agreement. The First Closing Extension Deposit and the Second Closing Extension
Deposit shall be applied to the Purchase Price at Closing; the Third Closing Extension
Deposit and the Fourth Closing Extension Deposit shall not be applied to the Purchase
Price at Closing."
6. Purchase Price at Closing. Section 5.4(a) of the Agreement is revised to read as follows:
"The Purchase Price, less the Earnest Money (but not including the Third Closing
Extension Deposit and the Fourth Closing Extension Deposit), plus or minus applicable
prorations, deposited by Purchaser with the Escrow Agent in immediate, same day federal
funds wired for credit into the Escrow Agent's escrow account."
7. Counterparts. This Amendment may be executed in several counterparts, each of which shall be
deemed an original, and all of which together shall be deemed to be one and the same Amendment when
each of Seller and Purchaser has signed and delivered one of the counterparts. Each party may deliver its
executed counterpart of this Amendment to the Escrow Agent and the other party in pdf format by electronic
mail and the executed counterpart shall be treated as an original document.
2
69519836.2

8. Entire Agreement. The Agreement, as amended by this Amendment, constitutes the full and
complete agreement and understanding between Seller and Purchaser and shall supersede all prior
communications, representations, understandings or agreements, if any, whether oral or written, concerning
the subject matter contained in the Agreement, as so amended, and no provision of the Agreement, as so
amended, may be modified, amended, waived or discharged, in whole or in part, except by a written
instrument executed by Seller and Purchaser.
9. Full Force and Effect: Incorporation. Except as modified by this Amendment, the Agreement has
not been amended and, as amended by this Amendment, the Agreement remains in full force and effect. If
any inconsistency arises between this Amendment and the Agreement as to the specific matters which are
the subject of this Amendment, the terms and conditions of this Amendment shall control.
69519836.2

Seller and Purchaser have executed this Amendment as of the date first written above.
Seller:
BBC CAMBR GE, LLC,
a North C lin limited li ility company
By: r r
B ` ah ney, anger
69519836.2

Purchaser:
CAMBRIDGE COMMONS MF LLC,
a Delaware limited liability company
By: ArchCo Residential LLC, its sole Member
By: 1—a : -/ �j ''^--
Neil T. Brown, its Manager
69519836.2

FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
North Pilot Knob Road, Lincoln County, North Carolina
This FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amendment') is
made and entered into as of August 6, 2019, by and between Cambridge Commons MF LLC, a Delaware
limited liability company, as Purchaser, and BBC Cambridge, LLC, a North Carolina limited liability
company (`BBC") and successor, by assignment, to Prestige Acquisitions, LLC ("Prestige"), as
Seller.
Recitals
This Amendment is made with respect to the following facts:
A. Prestige and Purchaser entered into the Agreement of Purchase and Sale dated as of March 25, 2019
(the "Original Agreement"), with respect to the Property located in Lincoln County, North Carolina, as
more particularly described in the Original Agreement.
B. Prestige and Purchaser entered into an Amendment to the Original Agreement dated on or about
June 7, 2019 (the "First Amendment") and a Second Amendment to the Original Agreement dated on or
about June 24, 2019 (the "Second Amendment"). BBC, as successor (by assignment) to Prestige, and
Purchaser entered into a Third Amendment to the Original Agreement dated on or about June 26, 2019 (the
"Third Amendment") and a Fourth Amendment to the Original Agreement dated on or about July 15, 2019
(the "Fourth Amendment"). The Original Agreement, as amended by the First Amendment, the Second
Amendment, the Third Amendment, and the Fourth Amendment is referred to in this Amendment as the
"Agreement'.
C. BBC acquired title to the Property on May 21, 2019; Prestige assigned its interest as Seller under
the Agreement to BBC by an assignment dated as of June 26, 2019; and therefore, BBC is now Seller under
the Agreement.
D. Purchaser delivered a Due Diligence Approval Notice in accordance with Section 2.2(c) on
June 26, 2019.
E. Seller and Purchaser desire to amend the Agreement as set forth in this Amendment.
Agreement
In consideration of the foregoing Recitals, the conditions, terms, covenants and agreements set forth in this
Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser agree that the Agreement is amended as set forth in this Amendment:
1. Defined Terms. Each initially capitalized term used in this Amendment has the meaning set forth
for that term in the Agreement, unless it is otherwise defined in this Amendment.
2. Earnest Money. Section 1.1(f) of the Agreement is revised to read as follows:
"Earnest Money: Collectively, when deposited, the First Deposit (defined
in Section 1.3(a)), the Second Deposit (defined in Section
1.3 a , the First Closing Extension Deposit (defined in
Section 5.1(b)), the Second Closing Extension Deposit
(defined in Section 5.1(b)), the Third Closing Extension
Deposit (defined in Section 5.1(b)), the Fourth Closing
Extension Deposit (defined in Section 5.1(b)), the Fifth
Closing Extension Deposit (defined in Section 5.1(b)),
and the Sixth Closing Extension Deposit (defined in
Section 5.1(b)) plus any interest earned on such amounts."
69971826.2

3. Closing Date Extensions. Section 5.1(b) of the Agreement is revised to read as follows:
"Purchaser may extend the Closing Date up to six times for not more than 30 days each
time. Purchaser shall exercise the first extension option, at least five days prior to the
Closing Date, by both (i) giving written notice to Seller and the Escrow Agent and
(ii) depositing . , (the "First Closing Extension Deposit") with the Escrow Agent.
Purchaser shall exercise the second extension option, at least five days prior to the Closing
Date (as previously extended), by both (i) giving written notice to Seller and the Escrow
Agent and (ii) depositing (the "Second Closing Extension Deposit") with the
Escrow Agent. Purchaser shall exercise the third extension option, at least five days prior
to the Closing Date (as previously extended), by both (i) giving written notice to Seiler and
the Escrow Agent and (ii) depositing: (the "Third Closing; Extension Deposit')
with the Escrow Agent. Purchaser shall exercise the fourth extension option, at least five
days prior to the Closing Date (as previously extended), by both (i) giving written notice
to Seller and the Escrow Agent and (ii) depositing : _ _ _ _ . _ _ (the "Fourth Closing
Extension Deposit') with the Escrow Agent. Purchaser shall exercise the fifth extension
option, at least five days prior to the Closing Date (as previously extended), by both (i)
giving written notice to Seller and the Escrow Agent and (ii) depositing � (the
"Fifth Closing Extension Deposit") with the Escrow Agent. Purchaser shall exercise the
sixth extension option, at least five days prior to the Closing Date (as previously extended),
by both (i) giving written notice to Seller and the Escrow Agent and (ii) depositing
(the "Sixth Closing Extension Deposit') with the Escrow Agent. Once
deposited, the First Closing Extension Deposit, the Second Closing Extension Deposit, the
Third Closing Extension Deposit, the Fourth Closing Extension Deposit, the Fifth Closing
Extension Deposit, and the Sixth Closing Extension Deposit shall be nonrefundable, except
to the extent the Earnest Money is refundable in accordance with the terms and conditions
of this Agreement. The First Closing Extension Deposit and the Second Closing Extension
Deposit shall be applied to the Purchase Price at Closing; the Third Closing Extension
Deposit, the Fourth Closing Extension Deposit, the Fifth Closing Extension Deposit, and
the Sixth Closing Extension Deposit shall not be applied to the Purchase Price at Closing."
4. Purchase Price at Closing. Section 5.4(a) of the Agreement is revised to read as follows:
"The Purchase Price, less the Earnest Money (but not including the Third Closing
Extension Deposit the Fourth Closing Extension Deposit, the Fifth Closing Extension
Deposit, and the Sixth Closing Extension Deposit), plus or minus applicable prorations,
deposited by Purchaser with the Escrow Agent in immediate, same day federal funds wired
for credit into the Escrow Agent's escrow account."
5. Counterparts. This Amendment may be executed in several counterparts, each of which shall be
deemed an original, and all of which together shall be deemed to be one and the same Amendment when
each of Seller and Purchaser has signed and delivered one of the counterparts. Each party may deliver its
executed counterpart of this Amendment to the Escrow Agent and the other party in pdf format by electronic
mail and the executed counterpart shall be treated as an original document.
6. Entire Agreement. The Agreement, as amended by this Amendment, constitutes the full and
complete agreement and understanding between Seller and Purchaser and shall supersede all prior
communications, representations, understandings or agreements, if any, whether oral or written, concerning
the subject matter contained in the Agreement, as so amended, and no provision of the Agreement, as so
amended, may be modified, amended, waived or discharged, in whole or in part, except by a written
instrument executed by Seller and Purchaser.
2
69971826.2

7. Full Force and Effect: Incorporation. Except as modified by this Amendment, the Agreement has
not been amended and, as amended by this Amendment, the Agreement remains in full force and effect. If
any inconsistency arises between this Amendment and the Agreement as to the specific matters which are
the subject of this Amendment, the terms and conditions of this Amendment shall control.
3
69971826.2

Seller and Purchaser have executed this Amendment as of the date first written above.
Seller:
BBC CAMBRI, LL
a North Caroti94 limited;�-bility
am
Mahoney, its Manager
69971826.2

Purchaser:
CAMBRIDGE COMMONS MF LLC,
a Delaware limited liability company
By: ArchCo Residential LLC, its sole Member
Neil T. Brown, its Manager
69971826.2