SWA000067_2020-01-07 Land Exchange Agreement (with all exhibits attached) (signed by Tiltin' B and Samet)_2/12/2020

LAND EXCHANGE AGREEMENT
THIS LAND EXCHANGE AGREEMENT (the "Agreement") is entered into this the 61h
day of January, 2020 by and between A SAMET PROPERTY LLC, a North Carolina limited
liability company and its successors and assigns (" Samet") and TILTIN' B, LLC, a North Carolina
limited liability company ("Brown").
WITNES SETH
WHEREAS, Brown owns certain real property more particularly described in Deed Book
1011, Page 291 of the Henderson County Registry and also being known as Henderson County
Tax Parcels 800374 and 9968359 (the "Brown Property");
WHEREAS, Samet has entered into an agreement to purchase (the "Samet Purchase
Agreement") the real property more particularly described as Henderson County Tax Parcel
9975227 (the "Samet Property"); and
WHEREAS, the Samet Property and the Brown Property share a common boundary, and
Samet desires to exchange part of the Samet Property for part of the Brown Property and Brown
desires to exchange part of the Brown Property for part of the Samet Property.
IN CONSIDERATION OF THE EXCHANGE OF THE PROPERTIES, EACH TO THE
OTHER, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Samet agrees to convey to Brown a part of the Samet Property to be
determined as set forth in Paragraph 3 herein (the "Green Parcel"), Brown agrees to convey Samet
a part of the Brown Property to be determined as set forth in Paragraph 3 herein (the "Orange
Parcel"), Brown agrees to convey Samet a temporary construction easement in part of the Brown
Property, Samet agrees to convey Brown an access and utilities easement in part of the Samet
Property and in part of the Orange Parcel that is conveyed to Samet, and Samet agrees to grant
Brown and option to acquire an additional easement for access and utilities over and upon a portion
of the Samet Property, all on and subject to the terms and conditions hereinafter set forth.
1. Incorporation of "Whereas" Paragraphs. Each of the prefatory "Whereas"
paragraphs stated above is incorporated into this Agreement by reference.
2. True Property Exchange. The parties hereto intend this transaction to be a true
exchange of real property, such that the "purchase price" to be paid to each by the other shall be
the delivery of a fee simple title to their respective properties.
3. Determination of the Green Parcel, Orange Parcel and Easement Areas. The
parties intend for the Green Parcel to be that area including 6.0 acres +/- located on the Samet
Property as shown on Exhibit A attached hereto and incorporated herein by reference. The parties
intend for the Orange Parcel to be that area including 4.8 acres +/- located on the Brown Property
as shown on Exhibit A. The parties intend for the areas to be encumbered by the access and utility
easement to be granted as herein contemplated (the "Access and Utility Easement Areas"), and the
sixty foot (60') wide area to be encumbered by the access and utility easement to be conveyed
NPGB01:3099792.1

pursuant to the 2020 Option Agreement (hereafter defined) (the "Option Area") to be located as
generally shown and described on Exhibit A. Within forty (40) days of execution of this
Agreement, Samet shall provide Brown with a survey (the "Survey") which provides more
particular descriptions of the Green Parcel, the Orange Parcel, the Access and Utility Easement
Areas and the Option Area. Within five (5) days of delivery of the Survey to Brown, Brown shall
provide Samet with any objections that Brown has to the description of the Green Parcel, the
Orange Parcel, the Access and Utility Easement Areas and the Option Area as shown on the
Survey. If Brown fails to provide Samet with any objections to the Survey, the descriptions of the
Orange Parcel, the Green Parcel, the Access and Utility Easement Areas and the Option Area on
the Survey shall be deemed final and agreed upon by the parties hereto. If Brown provides Samet
with an objection to the Survey, the parties appoint Robin Boylan to resolve the objections and to
conclusively determine the description of the Green Parcel, the Orange Parcel, the Access and
Utility Easement Areas and the Option Area. In making such determination, Robin Boylan shall
ensure that the Orange Parcel, the Green Parcel, the Access and Utility Easement Areas and the
Option Area are sufficient for the parties to develop and use their respective properties and that
the Green Parcel represents fair and reasonable consideration in exchange for the Orange Parcel.
Once the description of the Green Parcel and Orange Parcel are determined as provided herein, the
parties shall with reasonable diligence petition the applicable governmental and municipal bodies
for a subdivision (the "Subdivision") to create the Green Parcel and the Orange Parcel. In the
event the description of the Green Parcel or Orange Parcel are required to be changed by any
governmental or municipal body as part of the Subdivision process, the parties must mutually
approve such description change. The parties acknowledge that any change to the Green Parcel in
accordance with the foregoing shall permit Samet to develop the Samet Property for the purpose
intended.
4. Temporary Grading and Construction Easement. At the time of the Closing,
Brown shall grant Samet a temporary grading and construction easement (the "TGC Easement")
with a width of 100 feet on the Brown Property along and adjoining the new property line between
the Samet Property and the Brown Property when the Orange Parcel is added to the Samet Property
(the "TGC Easement Area"). The TGC Easement Area shall extend the entirety of the property
line between the Samet Property and the Brown Property. Any dirt removed from the TGC
Easement Area shall be disposed of on the Brown Property on an area of the Brown Property that
is mutually agreed upon between Samet and Brown, and Samet shall ensure that the same is
compacted to such standards as Brown shall reasonably specify. The TGC Easement shall be in
form as attached hereto as Exhibit B. At such time as Samet completes the grading on the TGC
Easement, Samet shall return the TGC Easement Area to good order, free and clear from any
rubbish and shall establish an appropriate ground cover as to all areas that have been disturbed by
Samet or its contractors. There is currently fencing located in the TGC Easement Area for the
purpose of containing livestock. Samet shall be responsible for removing the livestock fencing
during its work on the TGC Easement Area, placing temporary fencing during such work
reasonably sufficient to contain livestock on the Brown Property, and placing permanent fencing
following the completion of such work similar to or better than the livestock fencing that was
initially removed. Samet may place additional clean fill dirt removed from the Samet Property on
the Brown Property in an area as mutually approved by Samet and Brown; however, for the
avoidance of any doubt, in no event may trees, limbs, stumps, rubbish or debris be placed on the
Brown Property and all soil must be compacted to such standards as Brown shall specify.
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Access and Utilities Easement.
(a) At the time of the Closing, Samet will grant Brown a non-exclusive access
and utilities easement sixty (60) feet in width over, under and upon the Access and Utility
Easement Areas, which easement shall be granted by that form agreement attached hereto as
Exhibit C, for the purposes of (a) providing vehicular and pedestrian access to and from the
Brown Property and the Green Parcel, which shall include the right to install, use, maintain, repair
and replace roads, drives and sidewalks to be used for such purposes, and (b) installing, using,
maintaining, repairing and replacing utilities and utility -related infrastructure to benefit the Brown
Property and the Green Parcel. The Access and Utility Easement Areas shall be located as
generally shown and described on Exhibit A; however, as noted above, Samet shall have prepared
a survey showing the location of the Access and Utility Easement Areas and from which an
appropriate legal description for the Access and Utility Easement Areas can be established.
(b) Samet hereby agrees not to interfere with Brown's use of Miles View Drive.
Also, Samet hereby acknowledges that Brown is a party to an Option Agreement recorded in Book
1183 at Page 713 in the Office of the Register of Deeds for Henderson County, North Carolina
(the "2004 Option Agreement"). Pursuant to the 2004 Option Agreement, Brown has the right to
acquire an access easement upon, over and across the Cadgene Property as defined in the 2004
Option Agreement. The Samet Property as defined in this Agreement is the Cadgene Property as
defined in the 2004 Option Agreement. As a result, Samet, as the successor in title to the Cadgene
Property, agrees to honor the obligations of the Cadgenes (such term being defined in the Option
Agreement) in the 2004 Option Agreement, which include the grant of easements to Brown as
addressed in the Option Agreement in the event Brown exercises the option as therein granted; and
in the event Samet fails to honor the obligations of the Cadgenes as set forth in the 2004 Option
Agreement, Brown shall be entitled to pursue the remedy of specific performance against Samet
as well as all other equitable and legal remedies that may be available to it, notwithstanding the
terms of Section 14 below. As Brown's option as set forth in the 2004 Option Agreement will
expire on or about January 5, 2023, Brown has required, as a condition to entering into this
Agreement and closing the transactions as herein addressed, that Samet and Brown enter into a
new option agreement (the "2020 Option Agreement") that will grant Brown an option to acquire
an easement over and upon the Option Area for access and utilities over and upon a portion of the
Samet Property in the event Brown does not exercise the option otherwise available to it under the
2004 Option Agreement before the same expires. The Option Area shall be located as generally
shown and described on Exhibit A; however, as noted above Samet shall have prepared a survey
showing the location of the Option Area from which an appropriate legal description for the Option
Area can be established. The 2020 Option Agreement shall be substantially in the form of Exhibit
D attached hereto..
6. Contingencies to Closing. The obligation of the parties to the transaction
contemplated hereby shall be contingent upon the satisfaction of or waiver of the following
conditions:
(a) Title Review. Title to the Orange Parcel shall be acceptable to Samet in Samet's
sole discretion. Title to the Green Parcel shall be acceptable to Brown in Brown's sole discretion.

(b) Samet Property. Samet, or its assignee under the Samet Purchase Agreement, shall
close on the Samet Property.
(c) Subdivision. The subdivision shall be finally approved by all required
governmental and municipal bodies.
7 Title Matters. Samet agrees to convey good and marketable fee simple title to the
Green Parcel and Brown agrees to convey good and marketable fee simple title to the Orange
Parcel, and if necessary, each party shall obtain releases from any mortgages, deeds of trust or
other encumbrances which attach to the Green Parcel or the Orange Parcel. For the purposes of
this Agreement, "good and marketable fee simple title" shall mean fee simple ownership which is
free of all claims, liens and encumbrances of any kind or nature whatsoever other than zoning
ordinances affecting the parcel, utility easements of record serving the parcel, taxes not yet due
and payable, road rights -of -way of record.
8. Deed and Warranties. Samet shall convey the Green Parcel to Brown by special
warranty deed subject only to the exceptions described in Paragraph 7 herein. Brown shall convey
the Orange Parcel to Samet by special warranty deed subject only to the exceptions described in
Paragraph 7 herein.
9. Mechanics' or Materialmen's Liens. Each party agrees to provide at Closing an
executed owner's affidavit or other document reasonably required by title companies in North
Carolina in order to issue owner's title insurance policies without exception to the possible lien
claims of mechanics, laborers and materialmen or rights of any party in possession other than the
respective owner thereof. Furthermore, Samet shall procure for the benefit of Brown such
affidavits and documents from Marie —Jeanne E. Cadgene and Narcisse Suzanne Cadgene as
reasonably required by Brown's title insurance company in order to issue an owner's title
insurance policy as to the Green Parcel without exception to the possible lien claims of mechanics,
laborers and materialmen or rights of any party in possession other than the respective owner
thereof. The form and substance of the affidavits to be provided shall be in the form of the standard,
North Carolina lien waiver currently required by North Carolina title insurance companies.
10. Covenants. From and after the date of this Agreement, the parties hereto shall
refrain from entering into any contract or commitment or from incurring any expenditure
obligation that would encumber title to or be binding upon the Green Parcel or the Orange Parcel
following the Closing or would be binding on any successor owner of either property.
11. Representations and Warranties of Brown. Brown hereby makes the following
representations and warranties to Samet as of the date of this Agreement and as of the date of
Closing:
(a) That it is an entity, duly organized, validly existing and in good standing
under the laws of the state of its organization, duly authorized and qualified to do business in North
Carolina and has the right, power, and authority to enter into this Agreement and to carry out its
obligations under this Agreement in accordance with the terms and conditions of this Agreement.
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(b) That it has no actual knowledge of any violations of any federal, state,
county or municipal law, ordinance, order, regulation or requirement affecting the Brown Property,
and it has no knowledge of any action, suit, proceeding, pending condemnation or claim affecting
the Orange Parcel.
(c) That it has no current, actual knowledge of the following: (i) any violations
of federal, state, or local environmental laws, ordinances, rules, regulations, or permits affecting
the Orange Parcel including, without limitation, laws, ordinances, rules, and regulations with
respect to air, water, groundwater, storm water, erosion control, natural resources, endangered
species, protected habitats, areas of archaeological importance, and hazardous substances
(however defined under any local, state or federal statutes or laws), (ii) the Orange Parcel being
subject to any federal, state, or local designation, lien, or listing (e.g. brownfields or superfund)
related to the environmental condition thereof, or (iii) any of the following being or having
previously been on the Orange Parcel: underground storage tanks or any polychlorinated biphenyls
used in hydraulic oils, electrical transformers or other equipment, a service station or other
business selling petroleum products, a dry-cleaning operation, or a garbage dump.
(d) That it has not entered into any leases with any party with respect to the
Orange Parcel and there are no tenants, occupants, or other parties (other than Brown) in
possession of all or any portion of the Orange Parcel or having any right to possession of all or any
portion of the Orange Parcel.
(e) To Brown's actual knowledge, there is no litigation pending or threatened,
that would have a material and adverse effect on Brown's ability to perform its obligations under
this Agreement.
For purposes of the foregoing, actual knowledge of Brown shall mean the actual knowledge of
either Elbert S. Brown, Jr. or Jane Brown McNeil, who are principals with Brown who have
knowledge with respect to the Brown Property.
12. Representations and Warranties of Samet. Samet hereby makes the following
representations and warranties to Brown as of the date of this Agreement and as of the date of
Closing:
(a) That it is an entity, duly organized, validly existing and in good standing
under the laws of the state of its organization, duly authorized and qualified to do business in North
Carolina and has the right, power, and authority to enter into this Agreement and to carry out its
obligations under this Agreement in accordance with the terms and conditions of this Agreement.
(b) That it has no knowledge of any violations of any federal, state, county or
municipal law, ordinance, order, regulation or requirement affecting the Samet Property, and it has
no knowledge of any action, suit, proceeding, pending condemnation or claim affecting the Green
Parcel.
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(c) That it has no current, actual knowledge of the following: (i) any violations
of federal, state, or local environmental laws, ordinances, rules, regulations, or permits affecting
the Green Parcel, the Access and Utility Easement Areas or the Option Area, including, without
limitation, laws, ordinances, rules, and regulations with respect to air, water, groundwater, storm
water, erosion control, natural resources, endangered species, protected habitats, areas of
archaeological importance, and hazardous substances (however defined under any local, state or
federal statutes or laws), (ii) the Green Parcel, the Access and Utility Easement Areas or the Option
Area being subject to any federal, state, or local designation, lien, or listing (e.g. brownfields or
superfund) related to the environmental condition thereof, or (iii) any of the following being or
having previously been on the Green Parcel, the Access and Utility Easement Areas or the Option
Area: underground storage tanks or any polychlorinated biphenyls used in hydraulic oils, electrical
transformers or other equipment, a service station or other business selling petroleum products, a
dry-cleaning operation, or a garbage dump.
(d) That it has no knowledge of any leases with any party with respect to the
Green Parcel, the Access and Utility Easement Areas or the Option Area and there are no tenants,
occupants, or other parties (other than Samet) in possession of all or any portion of the Green
Parcel, the Access and Utility Easement Areas or the Option Area or having any right to possession
of all or any portion of the Green Parcel, the Access and Utility Easement Areas or the Option
Area.
(e) To Samet's actual knowledge, there is no litigation pending or threatened,
that would have a material and adverse effect on Samet's ability to perform its obligations under
this Agreement.
(f) Samet has obtained or will obtain by the Closing all required governmental
permissions, including any that may be needed from the North Carolina Department of
Transportation, to connect a road to be constructed within the northernmost Access and Utility
Easement Area to Boylston Highway (NC Highway 280).
13. Closing Matters. The following terms and provisions shall apply with regard to
the Closing:
(a) Closing and Closing Date. The exchange of the two parcels, the granting
of the easements described herein and the execution of the 2020 Option Agreement shall occur
within fifteen (15) days of final approval of the Subdivision (the "Closing").
(b) Document Delivery Period. At the Closing, each party shall deliver and
furnish to the other, the following:
(i) The general warranty deed for the respective parcels, duly executed
and acknowledged by the respective owner.
(ii) The easement agreements described in Section 4 and Section 5(a),
duly executed and acknowledged by the respective owners of the benefitted and burdened
properties.
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(iii) The owner affidavits or other documents reasonably required by the
title insurance company as required by Section 9 above.
(iv) A certification, under penalty of perjury, in a form approved under
regulations promulgated pursuant to Section 1445 of the Internal Revenue Code of 1986, as
amended, to the effect that it is not a "foreign person" which would subject the other party to the
withholding tax provisions of Section 1445.
(v) The 2020 Option Agreement duly executed acknowledged by Samet
and Brown. The 2020 Option Agreement shall be completed using the Option Area as determined
in accordance with this Agreement.
(vi) A Memorandum of Option substantially in the form of that
memorandum attached hereto as Exhibit E (which shall provide a summary of the 2020 Option
Agreement as it applies to the Option Area as determined in accordance with this Agreement) duly
executed and acknowledged by Samet and Brown and ready for recording in the Office of the
Register of Deeds for Henderson County, North Carolina.
(c) Closing Costs. Samet shall pay the cost and expense for the surveys as
herein required to establish the Green Parcel, the Orange Parcel, the Access and Utility Easement
Areas and the Option Area. Any documentary or transfer stamps shall be paid by the owner
exchanging each parcel. There shall be no proration of taxes for either parcel and each party shall
pay the full tax bill on the parcel it is conveying for the year in which the closing occurs and all
prior years as well as any deferred taxes for the year of the closing and any preceding fiscal years
that may be due and payable in accordance with NCGS § 105-277.1F, and each party shall
indemnify and hold harmless the other for nonpayment of the taxes for which it is responsible as
herein addressed.
14. Remedies on Default. If either party fails to perform any of its obligations under
this Agreement for any reason, other than a failure of one or more conditions or contingencies to
its obligation to close the transaction contemplated in this Agreement, and provided the other party
is not in default with regard to its obligations under this Agreement, as the non -defaulting party's
sole exclusive remedy hereunder, it shall be entitled, if such default is not cured within twenty (20)
days after receipt of written notice of such default to either (i) terminate this Agreement upon
written notice to the other within thirty (30) days of the other party's default (unless and except if
the cure of the default requires a longer period of time and the other party has made a good faith
effort to begin correcting the default), whereupon the parties hereto shall have no further rights,
obligations or liabilities with respect to each other hereunder except with respect to any obligations
which expressly survive termination (as provided herein), or (ii) demand and compel, by an action
for specific performance or similar legal proceedings if necessary, for the immediate conveyance
of the parcel contemplated by this Agreement. The foregoing limitation on remedies shall not
apply to any breach of a representation or warranty or to any breach of a covenant or obligation
that is to be performed after the Closing.
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15. Brokerage. Each party hereto represents to the other and warrants to the other that
it has not dealt with any broker in connection with this transaction. Each party hereto agrees to
indemnify and save harmless the other party from and against any and all claims, suits, liabilities,
costs, judgments and expenses, including reasonable attorney fees, for brokerage commissions
resulting from or rising out of the other party's actions in connection with the transaction
contemplated hereby, including claims by a Broker.
16. Miscellaneous.
(a) The captions used in connection with the sections of this Agreement are for
reference and convenience only and shall not be deemed to construe or limit the meaning of the
language contained in this Agreement or to be used in interpreting the terms and provisions of this
Agreement.
(b) This Agreement may be executed in two or more counterparts and shall be
deemed to have become effective when and only when one or more of such counterparts shall have
been signed by or on behalf of each of the parties hereto (although it shall not be necessary that
any single counterpart be signed by or on behalf of each of the parties hereto, and all such
counterparts shall be deemed to constitute but one and the same instrument), and shall have been
delivered by each of the parties to the other. Signatures to this Agreement transmitted by telecopy,
email or other electronic means shall be valid and effective to bind the party so signing. In
addition, a party to this Agreement may electronically sign this Agreement, and a counterpart of
this Agreement signed electronically shall have the same legal effect as delivery of an original
signed counterpart of this Agreement.
(c) In the event Samet assigns its rights under the Samet Purchase Agreement,
Samet shall assign its rights under this Agreement to the party to whom it assigned the rights under
the Samet Purchase Agreement. Moreover, in the event of such assignment, the assignee shall be
substituted for Samet in the easement agreements as contemplated by Section 4 and Section 5(a),
the 2020 Option Agreement, the Memorandum of Option, and in all other agreements and
documents Samet is obligated to deliver or provide as set forth herein.
(d) This Agreement is intended to be performed in the State of North Carolina
and shall be construed and enforced in accordance with the laws of said State.
(e) If a party hereto brings suit against the other party or takes other actions to
enforce the provisions of this Agreement, the non -prevailing party in such suit shall reimburse the
prevailing party for all costs, fees and expenses, including attorneys' fees, incurred by the
prevailing party as a result of such action or actions.
(f) Any notice, demand, consent, agreement, request, or other communication
required to be given, served, sent, or obtained hereunder (a "Notice") must be in writing and must
be hand -delivered personally by a party representative or by internationally recognized courier
service, fees prepaid, addressed as follows:
If to Brown: Tiltin' B, LLC
E?

Attn: Jane Brown McNeil
19 Hemlock Road
Asheville NC 28803
United States of America
[phone]
with copy to: Gregory S. Hilderbran
Hilderbran Hitchcock PA
Asheville NC 28801
United States of America
[phone]
If to Samet: A Samet Property LLC
Attn: Brian Hall
309 Gallimore Dairy Road, Suite 102
Greensboro, North Carolina 27409
United States of America
[phone]
with copy to: Brian Pearce
Nexsen Pruet, LLC
701 Green Valley Road, Suite 100
Greensboro, North Carolina 27408
United States of America
[phone]
Each party may designate by notice a new address to which any Notice thereafter may be given,
served, or sent. Each Notice that is delivered in the manner described above will be deemed given
and received for all purposes at the earlier of such time as it is delivered to the addressee (with the
return -receipt or courier delivery receipt being deemed conclusive evidence of such delivery) or
such time as delivery is refused by the addressee upon presentation.
(g) No modification or amendment of this Agreement will be valid or binding
upon any party unless in writing and signed by the party against whom such modification or
amendment is asserted.
(h) This Agreement constitutes the entire agreement between the parties with
respect to the matters contained herein. All previous undertakings or agreements between the
parties with respect to the matters contained herein are merged herein and superseded hereby. No
representation, promise, or inducement not included herein shall be binding on any party hereto.
(i) Each party hereto warrants and represents that such party has full and
complete authority to enter into this Agreement, and each person executing this Agreement on
behalf of a party warrants and represents that he has been fully authorized to execute this
Agreement on behalf of such party and that such party is bound by the signature of such
representative.
Oj

0) All representations, warranties, covenants and agreements made by the
parties hereto in this Agreement shall survive the Closing and delivery of the deeds and other
agreements and instruments as required by this Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by a person duly empowered to bind such party to perform its obligations hereunder the
day and year first above written.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK AND SIGNATURE PAGES
FOLLOW ON THE NEXT SUCCEEDING PAGES]
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SIGNATURE PAGE TO
LAND LXC)<t ANGL AGREEMENT
BY AND BETWEEN
A SAME PROPERTY LLC
AND
TILTIN' B, LLC
Dated as of January 6, 2020
A SAME PROPERTY LLC,
a North Carolina Limited Liability Company
By: aa��a�
Name: Ar�Yhg r L. 6444
Title: r
Date: S ot0?�b
It

SIGNATURE PAGE TO
LAND EXCHANGE AGREEMENT
BY AND BETWEEN
A SAMET PROPERTY LLC
AND
TILTIN' B, LLC
Dated as of January 6, 2020
TILTIN' B, LLC,
a North Carolina Limited Liability Company
B
N
T
Date:
12

EXHIBIT A
(Aerial of Parcels)
r
h` � � a • 1
.`� Access and Utility
Easement Area to
extend from
Option Area is to Boylston Highway
extend from the 60' to the Brown
Right of Way Property (after
described in the conveyance of
instrument recorded in Orange Parcel toSamet)
Book 1193 at Page 699
across the Samet
Property and join the
60-foot wide Access
and Utility Easement
Area that will extend
over and across the f Access and Utility
Easement Area to
Orange Parcel
r
extend over and
across the Orange
Parcel (once it is
conveyed to Samet)
r
t. w'
9
NPGB01:3099792.1

EXHIBIT B
(Temporary Grading and Construction Easement form)
TEMPORARY GRADING AND CONSTRUCTION EASEMENT AGREEMENT
Prepared by and return to: Nexsen Pruet, PLLC
PO Box 3463
Greensboro, North Carolina 27408
STATE OF NORTH CAROLINA
COUNTY OF HENDERSON
THIS TEMPORARY GRADING AND CONSTRUCTION EASEMENT
AGREEMENT (the "Agreement") is made this day of 1 , by and between
TILTIN'B, LLC, a North Carolina limited liability company ("Grantor") and A SAMET
PROPERTY LLC, a North Carolina limited liability company ("Grantee") (Grantor and Grantee
are hereinafter sometimes individually referred to as a "Party" and collectively referred to as the
"Parties").
RECITALS
A. Grantor is the fee simple owner of those certain tracts of land conveyed to Grantor
in that deed recorded in Book 1011, Page 291 of the Henderson County, North Carolina Registry,
but less that parcel conveyed to Grantee by that deed recorded in Book at Page
of the Henderson County, North Carolina Registry (the "Grantor Tract").
B. Grantee is the owner of that certain tract of land described on Exhibit A, attached
hereto and incorporated herein by reference (the "Grantee Tract").
C. The Parties wish to establish certain easements, covenants and obligations with
respect to the Grantor Tract and the Grantee Tract, as more particularly set forth below.
NOW, THEREFORE, for one dollar ($1.00) in hand paid, the mutual promises and
agreements herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, the Parties, intending to be bound, hereby
agree as follows:
1. Temvorary Grading and Construction Easement. Grantor hereby gives, grants,
bargains, sells and conveys to Grantee, its contractors and agents, a non-exclusive right and
easement (the "Grading and Construction Easement") over and upon that portion of the Grantor
Tract shown on Exhibit B attached hereto and incorporated herein by reference (the "Easement
Area") to facilitate development activities on the Grantee Tract, including, removing trees and
other vegetation, removing fencing and installing temporary fencing as herein required,
performing grading and earthwork (however, in no event shall the topography of the Easement
NPGB01:3099792.1

Area be changed except in compliance with development plans Grantee shall have prepared and
submit to Grantor for review and approval, which approval shall not be unreasonably withheld,
conditioned or delayed, and Grantor shall either approve or reject Grantee's development plans
within three (3) business days after the date on which Grantor receives the development plans, and
if Grantor fails to timely respond with its decision such plans shall be deemed approved), and
restoring the Easement Area as herein required, including the installation of a permanent livestock
fence and the establishment of a ground cover (the "Grading and Construction Work"). TO HAVE
AND TO HOLD the foregoing described Grading and Construction Easement to the Grantee, its
successors and assigns in title for a period of eighteen (18) months from the effective date of this
instrument; it being agreed that the rights and easements hereby granted are for the use of, are
appurtenant to and run with the Grantee Tract for the stated eighteen (18) month period. Grantee
shall be solely responsible for obtaining all necessary governmental permits and approvals for the
Grading and Construction Work and shall perform the Grading and Construction Work pursuant
to all relevant regulatory codes, rules, ordinances and guidelines. The Grading and Construction
Easement includes, but is not limited to, the right and privilege by Grantee, its contractors and
agents, to go onto the Easement Area shown on Exhibit B with vehicles, heavy equipment,
machinery and construction supplies in order to perform the Grading and Construction Work.
Grantee shall maintain, at its sole cost and expense, all erosion control measures constructed on
the Grading and Construction Easement, and remove all such erosion control measures upon
completion of the Grading and Construction Work. Upon the completion of the Grading and
Construction Work, Grantee shall remove all vehicles, heavy equipment, machinery and
construction supplies from the Grantor Tract and shall return the Easement Area to good order,
free and clear of any rubbish and with an appropriate ground cover for those areas disturbed by
Grantee or its contractors. Currently fencing is located on the Easement Area to contain livestock.
Samet shall be responsible for removing the livestock fencing during its work on the Easement
Area, maintaining temporary fencing on the Easement Area as reasonably necessary to adequately
contain livestock on the Grantor Tract, and installing permanent livestock fencing (comparable to
or of better quality than the original livestock fencing that was initially removed) following the
completion of such work. The Grading and Construction Easement shall automatically terminate
and be of no further force and effect on that date which is eighteen months from the effective date
of this Agreement. During the Grading and Construction Work, Grantee shall be permitted to place
any soil removed from the Easement Area on the Grantor Tract in the area shown on Exhibit C
attached hereto and incorporated herein by reference, and Grantee shall compact such soil to such
reasonable standards as directed by Grantor. In no event, however, may trees, limbs, stumps,
rubbish or debris from the Grantee Tract be placed on the Grantor Tract. Notwithstanding any
provision herein to the contrary, in no event shall Grantee undertake any activities on or within the
Easement Area that would materially change, alter or damage the existing road located in the
Easement Area, which road is used as a means of access to the Grantor Tract and other property
adjacent to the Grantor Tract.
2. Benefits and Burdens Running With Land. The Grading and Construction Easement
herein granted shall burden the Easement Area and run with title to the Easement Area, but only
for the stated duration of the Grading and Construction Easement as addressed in Section 1 above.
The Grading and Construction Easement shall benefit the Grantee Tract and shall run with title to
the Grantee Tract, but only for the stated duration of the Grading and Construction Easement as
addressed in Section 1 above.
15

3. Remedies for Breach. The terms and conditions of this Agreement shall be enforceable
by either of the Parties by actions for specific performance or injunction, in addition to any other
remedies available at law.
4. No Waiver. No delay or omission by any Party in exercising any right or power accruing
upon any noncompliance or failure of performance by the other Party under the provisions of this
Agreement shall impair any such right or power or be construed to be a waiver thereof.
5 Relationship of Parties. Nothing contained in this Agreement shall be construed to make
the Parties partners or joint venturers or render either Party liable for the debts or obligations of
the other.
6. Amendment to Agreement. This Agreement may be amended only by a written
agreement executed by each of the Parties and properly recorded in the Henderson County
Registry.
7. Notice. Any notice or other communication from one Party to the other pursuant to this
Agreement shall be in writing and shall be delivered by hand, by registered or certified mail, or by
recognized overnight delivery service such as Federal Express or UPS, and addressed as follows:
If intended for Grantor:
Tiltin' B, LLC
Attn: Elbert S. Brown, Jr.
10 Beaver Creek Lane Suite 203
Asheville NC 28804
United States of America
[phone]
With a copy to:
Gregory S. Hilderbran
Hilderbran Hitchcock PA
Asheville NC 28801
United States of America
[phone]
If intended for Grantee:
c/o Samet Properties
Post Office Box 8050
Greensboro, NC 27419
Attention: Brian Hall
16

With a copy to:
Brian T. Pearce
Nexsen Pruet PLLC
701 Green Valley Road
Suite 100
Greensboro, NC 27408
Notice shall be deemed given when received.
8. Attorneys Fees. In any action or proceeding arising out of this Agreement, the
prevailing party in such action or proceeding shall be entitled to recover from the other party
thereto the reasonable attorneys' fees actually incurred by the prevailing party on the basis of
normal and customary hourly rates of the prevailing party's attorneys, including such fees in any
bankruptcy proceeding or in one or more appeals, as well as court costs, filing fees, publication
costs and other expenses.
9. Indemnity. Grantor shall defend, indemnify and hold Grantee harmless from and
against all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees)
arising from or relating to the Grading and Construction Easement and resulting from any
negligent, intentional or willful acts or omissions of Grantor or its contractors, employees, agents,
or others acting on behalf of Grantor. Grantee shall defend, indemnify and hold Grantor harmless
from and against all claims, liabilities, damages, losses and expenses (including reasonable
attorneys' fees) arising from or relating to the Grantor Tract and resulting from any negligent,
intentional or willful acts or omissions of Grantee or its contractors, employees, agents, or others
acting on behalf of Grantee. Furthermore, Grantee shall defend, indemnify and hold harmless
Grantor as to any lien imposed on the Easement Area or any part of the Grantor Tract as a result
of any goods, labor or services provided or performed with regard to the Grantor Tract or the
Easement Area. The obligations of the parties as set forth in this Section shall survive indefinitely,
notwithstanding the termination of the Grading and Construction Easement as specified in Section
1 above.
10. Authority. Grantor represents and warrants: (i) that the execution and delivery of
this Agreement by Grantor has been fully authorized by all necessary action, (ii) that the person
signing this Agreement on behalf of Grantor has requisite power to bind Grantor, and (iii) that to
the best of Grantor's knowledge and belief, this Agreement is valid, binding, and legally
enforceable against Grantor in accordance with its terms. Grantee represents and warrants: (i) that
the execution and delivery of this Agreement by Grantee has been fully authorized by all necessary
action, (ii) that the person signing this Agreement on behalf of Grantee has requisite power to bind
Grantee, and (iii) that to the best of Grantee's knowledge and belief, this Agreement is valid,
binding, and legally enforceable against Grantee in accordance with its terms.
11. Miscellaneous. This Agreement shall be construed under North Carolina law. The
captions are used only as a matter of convenience and are not to be considered a part of this
Agreement or to be used in determining the intent of the Parties. All recitals contained at the
17

beginning of this Agreement are an integral part of this Agreement and are fully incorporated into
the body of this Agreement.
Signatures Follow
IV

IN WITNESS WHEREOF, the undersigned have executed the foregoing Agreement the
day and year first above written.
TILTIN'B, LLC,
a North Carolina limited liability company
By:
Name:
Title:
STATE OF NORTH CAROLINA
COUNTY OF
I, the undersigned, a Notary Public of the aforesaid County and State, do hereby certify that
as of TILTIN'B, LLC, a North Carolina
limited liability company, personally appeared before me this day and acknowledged the due
execution of the foregoing instrument on behalf of the company.
Witness my hand and official stamp or seal, this day of , 20
Notary Public
My Commission Expires:
[Official Seal]
NPGB01:3099792.1

A SAMET PROPERTY LLC,
a North Carolina limited liability company
By:
Name:
Its:
STATE OF NORTH CAROLINA
COUNTY OF
I, the undersigned, a Notary Public of the aforesaid County and State, do hereby certify that
as of A SAMET PROPERTY LLC a
North Carolina limited liability company, personally appeared before me this day and
acknowledged the due execution of the foregoing instrument on behalf of the company.
Witness my hand and official stamp or seal, this day of , 20
Notary Public
My Commission Expires:
[Official Seal]
NPGB01:3099792.1

Exhibit A to Temporary Grading and Construction Easement Agreement
LEGAL DESCRIPTION OF GRANTEE TRACT
NPGB01:3099792.1

Exhibit B to Temporary Grading and Construction Easement Agreement
Temporary Grading and Construction Easement Legal Description
NPGBO1:3099792.1

Exhibit C to Temporary Grading and Construction Easement Agreement
Description of Area on Grantor Tract Where Soil Can Be Placed
NPGBO1:3099792.1

EXHIBIT C
(Access and Utility Easement Agreement)
Prepared by and after recording return to:
Brian T. Pearce
Nexsen Pruet, PLLC
701 Green Valley Road, Suite 100
Greensboro, NC 27408
STATE OF NORTH CAROLINA ACCESS AND UTILITIES EASEMENT AGREEMENT
COUNTY OF HENDERSON
THIS ACCESS AND UTILITIES EASEMENT AGREEMENT ("Agreement") is
made and entered into on this the day of by A SAMET PROPERTY LLC, a
North Carolina limited liability company ("Grantor") and the TILTIN' B, LLC, a North Carolina
limited liability company ("Grantee").
RECITALS:
A. Grantor is the owner of certain real property lying and being in Henderson County,
North Carolina described on Exhibit A attached hereto and incorporated herein by reference (the
"Grantor Property"); and
B. Grantee is the owner of certain real property lying and being in Henderson County,
North Carolina described on Exhibit B attached hereto and incorporated herein by reference (the
"Grantee Property"); and
C. Grantor has agreed to grant the permanent access and utilities rights set forth herein
over two (2) portions of the Grantor Property to Grantee for purposes of access, ingress, egress,
and regress to the Grantee Property and for installing, using, maintaining, repairing and replacing
utilities and utility -related infrastructure, which rights are more particularly described herein.
WITNESSETH:
NOW, THEREFORE, for and in consideration of One Dollar ($1.00), the covenants and
agreements described herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, Grantor does hereby grant to Grantee a
nonexclusive, permanent easement (hereafter the "Access and Utilities Easement") over, upon,
under and across the easement areas as described or shown on Exhibit C attached hereto, which
exhibit is incorporated herein by reference (the "Easement Areas"), said Easement Areas being
portions of the Grantor Property, for the purposes of (a) providing vehicular and pedestrian access
to the Grantee Property and providing vehicular and pedestrian access from the Grantee Property,
(b) installing, using, maintaining, repairing and replacing utilities and utility -related infrastructure
to benefit the Grantee Property, and (c) tapping on to or connecting to utilities or utility -related
infrastructure now or hereafter located in the Easement Areas. The Access and Utilities Easement
NPGB01:3099792.1

shall be for the benefit of Grantee and any successor in title as to the Grantee Property and for any
tenant, invitee, licensee, contractor or guest as to some or any portion of the Grantee Property.
TO HAVE AND TO HOLD the foregoing described Access and Utilities Easement to the
Grantee, its successors and assigns in title, in perpetuity; it being agreed that the rights and
easements hereby granted are for the use of, are appurtenant to and run with the Grantee Property.
1. Grantee shall have the right, but not the obligation, to install, use, maintain, repair
and replace paved roads (the "Roads") within the Easement Areas to the extent Roads are not
installed in the Easement Areas by Grantor that reaches the Grantee Property. Grantee shall have
no obligation to share in the costs of maintaining, repairing or replacing any Road until such time
as the owner(s) of the Grantee Property physically connect a paved driveway from the Grantee
Property to the Road for the purpose of making regular use of the Road as a means of access to the
Grantee Property, and upon such occurrence the owner(s) of the Grantee Property and the owner(s)
of the Grantor Property shall thereafter equally share in the costs associated with the maintenance,
repair and replacement of the Road when needed..
2. Nothing in this Agreement shall be construed to limit or deny in any way the right
of Grantor, its successors and assigns, to the full and unrestricted access to and use of the Grantor
Property, the Roads and the Easement Areas for all purposes that do not unreasonably alter the
Easement Areas or interfere with the use or enjoyment of the Access and Utilities Easements by
Grantee or others with the right to use or enjoy the same as herein set forth.
3. The Access and Utilities Easement granted herein and this Agreement shall be
binding upon and inure to the benefit of Grantor and Grantee and their respective heirs, successors
and assigns. The rights, interests, and obligations of Grantor and Grantee as to the Access and
Utilities Easement and this Agreement shall automatically transfer to, and be assumed by, any
subsequent fee purchaser(s) of the Grantee Property or the Grantor Property. The Access and
Utilities Easement and this Agreement shall run with title to the Grantor Property and the Grantee
Property, and shall burden and benefit the respective estates as provided herein. Nothing contained
in this Agreement shall be deemed to be a gift or dedication of the Easement Areas or the Roads
to the general public or for any public use or purpose whatsoever or be deemed to create any rights
or benefits in favor of the general public, any municipality, public authority, or official thereof, it
being the intention of the parties hereto that this Agreement be for the exclusive benefit of the
parties and those claiming under them.
4. Grantor represents and warrants: (i) that the execution and delivery of this
Agreement by Grantor has been fully authorized, (ii) that the person signing this Agreement on
behalf of Grantor has requisite power to bind Grantor, and (iii) that to the best of Grantor's
knowledge and belief, this Agreement is valid, binding, and legally enforceable against Grantor in
accordance with its terms. Grantee represents and warrants: (i) that the execution and delivery of
this Agreement by Grantee has been fully authorized by all necessary action, (ii) that the person
signing this Agreement on behalf of Grantee has requisite power to bind Grantee, and (iii) that to
the best of Grantee's knowledge and belief, this Agreement is valid, binding, and legally
enforceable against Grantee in accordance with its terms.
25
NPGB01:3099792.1

5. Any notices required to be given pursuant to this Agreement shall be deemed
received upon delivery and/or delivery and refusal, if hand delivered or if sent by (i) United States
registered mail or United States certified mail - return receipt requested, three (3) days later; or (ii)
a nationally recognized courier service (such as FedEx), one (1) business day later at such address
as any of the parties may hereafter specify in writing to the other parties. Such addresses may be
changed by the giving of written notice as provided in this paragraph. It is the responsibility of
each party to advise the other party of its current address, telephone number, fax number, and name
of agent responsible for receiving notices.
6. Except as provided herein, no waiver by any party hereto or any failure or refusal
of a party to comply with its obligations under this Agreement shall constitute a waiver of any
other or subsequent failure or refusal to so comply by a party. No waiver of the terms hereof shall
be valid unless in writing and signed by the party to be charged, and then only to the extent therein
set forth.
7. In any action or proceeding arising out of this Agreement, the prevailing party in
such action or proceeding shall be entitled to recover from the other party thereto, the reasonable
attorneys' fees actually incurred by the prevailing party on the basis of normal and customary
hourly rates of the prevailing party's attorneys, including such fees in any bankruptcy proceeding
or in one or more appeals, as well as court costs, filing fees, publication costs and other expenses.
8. Grantor shall defend, indemnify and hold Grantee harmless from and against all
claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising
from or relating to the Easement Areas and resulting from any negligent, intentional or willful acts
or omissions of Grantor or its contractors, employees, agents, or others acting on behalf of Grantor.
Grantee shall defend, indemnify and hold Grantor harmless from and against all claims, liabilities,
damages, losses and expenses (including reasonable attorneys' fees) arising from or relating to the
Easement Areas and resulting from any negligent, intentional or willful acts or omissions of
Grantee or its contractors, employees, agents, or others acting on behalf of Grantee.
9. This Agreement may only be amended by a written agreement signed by Grantor
and Grantee or their respective successors and assigns.
10. Invalidation of any one of these covenants or restrictions by judgment or court order
will in no way affect any other provisions, which shall remain in full force and effect.
11. In the event of a conflict between the provisions of this Agreement and the
provisions of North Carolina law, the North Carolina law controls.
IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be executed
under seal this the day and year first above written.
GRANTEE:
26
NPGB01:3099792.1

TILTIN' B, LLC, a North Carolina limited liability company
By:
Name:
Title:
STATE OF
COUNTY OF
I certify that the following person(s) personally appeared before me this day, each
acknowledging to me that he or she voluntarily signed the foregoing document for the purpose
stated therein and in capacity indicated:
Date:
Notary Public
Printed Name
(Official Seal) My Commission Expires:
27
NPGB01:3099792.1

GRANTOR:
A SAMET PROPERTY LLC a North Carolina limited liability
company
By:
Name:
Title:
STATE OF
COUNTY OF
I certify that the following person(s) personally appeared before me this day, each
acknowledging to me that he or she voluntarily signed the foregoing document for the purpose
stated therein and in the capacity indicated:
Date:
Notary Public
Printed Name
(Official Seal) My Commission Expires:
28
NPGB01:3099792.1

EXHIBIT A TO ACCESS AND UTILITIES EASEMENT AGREEMENT
(Description of Grantor Property)
NOTES FOR COMPLETING THIS SCHEDULE:
Start with the real property acquired by Grantor from Marie -Jeanne Elizabeth Cadgene and
Narcisse Suzanne Cadgene (such real property is all or a portion of that real property having
the Henderson County, North Carolina Real Estate Identification Number 9975227 and the
Henderson County, North Carolina Parcel Identification Number 9642350270);
2. Then add the parcel of real property acquired by Grantor from Grantee pursuant to the
Exchange Agreement; and
Then remove the parcel of real property conveyed by Grantor to Grantee pursuant to the
Exchange Agreement
NPGB01:3099792.1

EXHIBIT B TO ACCESS AND UTILITIES EASEMENT AGREEMENT
(Description of Grantee Property)
NOTES FOR COMPLETING THIS SCHEDULE:
1. Start with the real property owned by Grantee as of the effective date of the Exchange
Agreement (such real property includes that real property having the Henderson County,
North Carolina Real Estate Identification Numbers 9968359 and 800374 and the
Henderson County, North Carolina Parcel Identification Numbers 9642453374 and
9642344448);
2. Then add the parcel of real property acquired by Grantee from Grantor pursuant to the
Exchange Agreement; and
3. Then remove the parcel of real property conveyed by Grantee to Grantor pursuant to the
Exchange Agreement
NPGB01:3099792.1

EXHIBIT C TO ACCESS AND UTILITIES EASEMENT AGREEMENT
(Description of Easement Areas)
NOTES FOR COMPLETING THIS SCHEDULE: THE EASEMENT AREAS ARE TO BE
DETERMINED IN ACCORDANCE WITH THE EXCHANGE AGREEMENT.
NPGB01:3099792.1

EXHIBIT D TO LAND EXCHANGE AGREEMENT
(Option Agreement)
OPTION AGREEMENT
THIS OPTION AGREEMENT ("Agreement") is made by and between A SAMET PROPERTY
LLC, a North Carolina limited liability company ("Grantor"); and TILTIN' B, LLC, a North
Carolina limited liability company ("Grantee"). The effective date of this Agreement is
_ 20
RECITALS
A. Grantor has and holds fee simple title to that real property in Henderson County, North
Carolina described on Schedule I to Option Agreement attached hereto, which schedule is
incorporated herein (the "Grantor Property").
B. Grantee has an holds fee simple title to that real property in Henderson County, North
Carolina described on Schedule 2 to Option Agreement attached hereto, which schedule is
incorporated herein (the "Grantee Property").
C. There currently exists a twenty -foot (20') wide easement for ingress, egress and regress
over and upon the Grantor Property for the benefit of the Grantee Property, which existing
easement is referred to as the "Cadgene Right -of -Way" in that Road Relocation, Right of Way,
Utilities Easement, Temporary Construction Easement and Road Maintenance Agreement
recorded in Book 1193 at page 699 in the Office of the Register of Deeds for Henderson County,
North Carolina (the "Existing Easement Agreement").
D. The Grantor Property is also subject to an existing Option Agreement recorded in Book
1193 at Page 713 in the Office of the Register of Deeds for Henderson County, North Carolina
(the "2004 Option Agreement"). Pursuant to the 2004 Option Agreement, Grantee has the right
to acquire from Grantor or a successor in title as to the Grantor Property a sixty foot (60')
easement for ingress, egress and regress over and upon the Grantor Property. In accordance with
the terms of the 2004 Option Agreement, Grantee has a period of three years in which to exercise
its option to acquire such easement, which three-year period started on January 6, 2020 and shall
end at 11:59:59 p.m. (eastern time) on January 5, 2023.
E. Grantor and Grantee are parties to a Land Exchange Agreement that has an effective date
of January 6, 2020 (the "Exchan.Agreement"). It was a condition and requirement of Grantee
in entering into the Exchange Agreement and performing thereunder that Grantor grant Grantee
an additional option to acquire certain easements over and upon the Grantor Property for the
benefit of the Grantee Property as more particularly set forth herein.
TERMS
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Grantor and Grantee hereby agree as follows:
1

1. Recitals. The parties acknowledge that the recitals set forth above are correct and such
recitals are an integral part of this Agreement and are fully incorporated into the body of this
Agreement.
2. Grant of Option. Grantor hereby grants to Grantee an option (the "Option") to acquire a
non-exclusive easement over and upon the Grantor Property for the purposes of (a) providing
vehicular and pedestrian access to and from the Grantee Property, which shall include the right
to install, use, maintain, repair and replace roads, drives and sidewalks to be used for such
purposes, (b) installing, using, maintaining, repairing and replacing utilities and utility -related
infrastructure to benefit the Grantee Property, and (c) tapping on to or connecting to utilities or
utility -related infrastructure for the benefit of the Grantee Property (the "Easement"). The
Easement shall be for the benefit of Grantee and any successor in title as to the Grantee Property
and for any tenant, invitee, licensee, contractor or guest as to some or any portion of the Grantee
Property. The portion of the Grantor Property that will be encumbered by the Easement is
described on Schedule 3 to Option Agreement attached hereto, which schedule is incorporated
herein (the "(hereafter referred to as the "Easement Area").
3. Option Period. The Grantee may exercise its Option to acquire the Easement for a period
of three (3) years, which period shall begin on January 6, 2023 and shall end at 11:59:59 p.m.
(eastern time) on January 5, 2026 (the "Option Period").
4. Exercise of Option. Grantee may exercise the Option and acquire the Easement at any
time during the Option Period by delivery of written notice to Grantor that advises that Grantee
is exercising the Option (the "Notice of Exercise of Option"). If Grantee does not provide a
Notice of Exercise of Option during the Option Period, this Agreement will terminate and will
be of no further effect. If Grantee provides a Notice of Exercise of Option to Grantor during the
Option Period, then the following shall apply:
(a) Closing. The closing on the conveyance of the Easement to Grantee will be on the
first business day that is more than thirty (30) days from the date the Notice of
Exercise of Option was delivered to Grantor (the "Closing"). The Closing will
take place at the office of the Grantee's closing attorney in Buncombe County,
North Carolina, or at such other place as the parties may mutually agree.
(b) Closing Deliveries. At and for the Closing, (a) Grantor and Grantee shall
complete (consistent with the terms of this Agreement), execute and deliver to
each other an easement agreement substantially consistent with that form
agreement attached hereto as Schedule 4 to Option Agreement (the "Easement
Agreement"), which schedule is incorporated herein; (b) Grantor shall execute
and deliver to Grantee any owner's affidavits or other agreements or documents
required by the Grantee's title insurance company to remove standard title
insurance policy exceptions; and (c) Grantor and Grantee shall execute and deliver
to each other such other documents as necessary to comply with the terms of this
Agreement.
(c) Recordation of Easement Agreement. Upon receipt of the Easement Agreement
from Grantor as herein contemplated, Grantee, at its expense, shall cause the same
2

to be recorded in the Office of the Register of Deeds for Henderson County, North
Carolina.
4. Title to the Easement Property. Grantor shall convey the Easement to Grantee free and
clear of all deeds of trust, mortgages and liens, except any lien imposed by a governmental
authority for real property taxes that are not past due. The Grantor may convey the Easement
subject to easements of record that may affect the Easement Area, provided the same will not
materially interfere with Grantee's uses of or activities in the Easement Area as herein
contemplated. From the effective date of this Agreement until the expiration of the Option Period
without the exercise of the Option by Grantee or the recordation of the Easement Agreement,
whichever first occurs, Grantor shall not encumber the Easement Area or convey the Easement
Area or any interest in the Easement Area without the prior written consent of Grantee.
5. Condition of the Property. From the effective date of this Agreement and ending only upon
the expiration of the Option Period without the exercise of the Option by Grantee, (a) Grantor shall
do nothing to materially damage, degrade or alter the Easement Area without the prior written
consent of Grantee, and (b) Grantor shall do nothing that would materially affect the uses of or
activities in the Easement as herein contemplated.
6. Grantor's Representations and Warranties. Grantor hereby represents and warrants to
Grantee both now and at the Closing as follows: (a) Grantor is the sole legal owner of the Grantor
Property and holds title to the same in fee simple; (b) the Grantor Property is not now subject to
any written or oral lease, option, or agreement of sale; (c) to the best of Grantor's knowledge and
belief, the Grantor Property is not now subject to any claim or legal proceeding; and (d) Grantor
has the full power and authority to execute this Agreement, the Easement Agreement and all
agreements and documents referred to in this Agreement and to fully perform as required by this
Agreement.
7. Notices. Any notice to be given, served or sent hereunder, including a Notice of
Exercise of Option to be sent by Grantee, must be in writing and must be hand -delivered personally
by a party representative or by internationally recognized courier service, fees prepaid, addressed
as follows:
If to Grantee: Tiltin' B, LLC
Attn: Jane Brown McNeil
19 Hemlock Road
Asheville NC 28803
United States of America
[phone]
If to Grantor: A Samet Property LLC
Attn: Brian Hall
309 Gallimore Dairy Road, Suite 102
Greensboro, North Carolina 27409
United States of America
[phone]
3

Each party may designate by notice a new address to which any notice thereafter may be given,
served, or sent. Each notice that is delivered in the manner described above will be deemed given
and received for all purposes at the earlier of such time as it is delivered to the addressee (with the
return -receipt or courier delivery receipt being deemed conclusive evidence of such delivery) or
such time as delivery is refused by the addressee upon presentation.
8. Option Runs with Title. This Agreement and the Option granted herein shall be binding
upon and inure to the benefit of Grantor and Grantee and their respective heirs, successors and
assigns. Without limiting the generality of the foregoing, this Agreement and the Option herein
granted shall burden and run with title to the Grantor Property and shall benefit and run with title
to the Grantee Property.
9. Memorandum of Option. This Agreement shall not be recorded. In lieu of recording this
Agreement, Grantor and Grantee agree to execute a memorandum of this Agreement and of the
Option herein granted that may be recorded at Grantee, at its expense, in the Office of the Register
of Deeds for Henderson County, North Carolina.
10. Specific Performance. If Grantor defaults under this Agreement, Grantee shall have the
right to proceed against Grantor for specific performance of this Agreement. The right to pursue
specific performance shall be in addition to any other remedy available to Grantee at law or in
equity.
11. Attorneys' Fees. In any action or proceeding arising out of this Agreement, the prevailing
party in such action or proceeding shall be entitled to recover from the other party thereto the
reasonable attorneys' fees actually incurred by the prevailing party on the basis of normal and
customary hourly rates of the prevailing party's attorneys, including such fees in any bankruptcy
proceeding or in one or more appeals, as well as court costs, filing fees, publication costs and other
expenses.
12. Miscellaneous. This Agreement shall be construed under North Carolina law. The
captions are used only as a matter of convenience and are not to be considered a part of this
Agreement or to be used in determining the intent of the parties to this Agreement.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals (each adopting as its seal
the word "SEAL" as set forth beside the signature of such parry or the signature of such parry's
representative) as follows.
[the remainder of this page is left blank intentionally — signature pages follow]
0

Signature Page to Option Agreement
GRANTOR:
A SAMET PROPERTY LLC,
a North Carolina limited liability company
By: (SEAL)
Name:
Its:
STATE OF NORTH CAROLINA
COUNTY OF
I, the undersigned, a Notary Public of the aforesaid County and State, do hereby certify
that I as of A SAMET PROPERTY
LLC, a North Carolina limited liability company, personally appeared before me this day
and acknowledged the due execution of the foregoing instrument on behalf of the company.
Witness my hand and official stamp or seal, this day of , 20
Notary Public
My Commission Expires:
[Official Seal]

Signature Page to Option Agreement
GRANTEE:
TILTIN'B, LLC,
a North Carolina limited liability company
By: (SEAL)
Name:
Title:
STATE OF NORTH CAROLINA
COUNTY OF
I, the undersigned, a Notary Public of the aforesaid County and State, do hereby certify
that I as of TILTIN'B, LLC, a
North Carolina limited liability company, personally appeared before me this day and
acknowledged the due execution of the foregoing instrument on behalf of the company.
Witness my hand and official stamp or seal, this day of , 20
My Commission Expires:
[Official Seal]
31
Notary Public

SCHEDULE I TO OPTION AGREEMENT
Legal Description of Grantor Property
NOTES FOR COMPLETING THIS SCHEDULE:
Start with the real property acquired by Grantor from Marie -Jeanne Elizabeth
Cadgene and Narcisse Suzanne Cadgene (such real property is all or a portion of
that real property having the Henderson County, North Carolina Real Estate
Identification Number 9975227 and the Henderson County, North Carolina Parcel
Identification Number 9642350270);
2. Then add the parcel of real property acquired by Grantor from Grantee pursuant to
the Exchange Agreement; and
Then remove the parcel of real property conveyed by Grantor to Grantee pursuant
to the Exchange Agreement

SCHEDULE 2 TO OPTION AGREEMENT
Legal Description of Grantee Property
NOTES FOR COMPLETING THIS SCHEDULE:
1. Start with the real property owned by Grantee as of the effective date of the
Exchange Agreement (such real property includes that real property having the
Henderson County, North Carolina Real Estate Identification Numbers 9968359
and 800374 and the Henderson County, North Carolina Parcel Identification
Numbers 9642453374 and 9642344448);
2. Then add the parcel of real property acquired by Grantee from Grantor pursuant
to the Exchange Agreement; and
3. Then remove the parcel of real property conveyed by Grantee to Grantor pursuant
to the Exchange Agreement
1

SCHEDULE 3 TO OPTION AGREEMENT
Legal Description of Easement Area
NOTES FOR COMPLETING THIS SCHEDULE: THE EASEMENT AREA IS TO BE
DETERMINED IN ACCORDANCE WITH THE EXCHANGE AGREEMENT (AND IS
IDENTIFIEDIN THE EXCHANGE AGREEMENT AS THE "OPTION AREA")

SCHEDULE 4 TO OPTION AGREEMENT
Form of Easement Agreement
ACCESS AND UTILITIES EASEMENT AGREEMENT
Prepared by and Return to:
Gregory S. Hilderbran
Hilderbran Hitchcock PA
301 College Street Suite 110
Asheville NC 28801
THIS ACCESS AND UTILITIES EASEMENT AGREEMENT ("Agreement") is entered into by
and between A SAMET PROPERTY LLC, a North Carolina limited liability company ("Grantor")
and the TILTIN' B, LLC, a North Carolina limited liability company ("Grantee"). The effective
date of this Agreement is , 20
RECITALS
A. Grantor has and holds fee simple title to that real property in Henderson County, North
Carolina as described on Schedule I toAccess and Utilities EasementAgreement attached hereto,
which schedule is incorporated herein (the "Grantor Property").
B. Grantee has an holds fee simple title to that real property in Henderson County, North
Carolina described on Schedule 2 to Access and Utilities Easement Agreement attached hereto,
which schedule is incorporated herein (the "Grantee Property").
C. Grantor has agreed to grant a permanent easement for access and utilities over a portion of
the Grantor Property to Grantee for the benefit of the Grantee Property, which easement is more
particularly described herein.
TERMS
NOW, THEREFORE, for the covenants and agreements described herein and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged,
Grantor does hereby grant to Grantee a nonexclusive, permanent easement over, upon, under and
across that portion of the Grantor's Property as described or shown on Schedule 3 to Access and
Utilities Easement Agreement attached hereto (the "Easement Area"), which schedule is
incorporated herein, for the purposes of (a) providing vehicular and pedestrian access to and from
the Grantee Property, which shall include the right to install, use, maintain, repair and replace
roads, drives and sidewalks to be used for such purposes, (b) installing, using, maintaining,
repairing and replacing utilities and utility -related infrastructure to benefit the Grantee Property,
and (c) tapping on to or connecting to utilities or utility -related infrastructure now or hereafter
located in the Easement Area. (the "Easement"). The Easement shall be for the benefit of Grantee
and any successor in title as to the Grantee Property and for any tenant, invitee, licensee, contractor
or guest as to some or any portion of the Grantee Property.
2

TO HAVE AND TO HOLD the foregoing described Easement to the Grantee, its successors and
assigns in title, in perpetuity; it being agreed that the rights and easements hereby granted are for
the use of, are appurtenant to and run with the Grantee Property.
1. Grantee shall have the right, but not the obligation, to install, use, maintain, repair
and replace a paved road (the "Road") within the Easement Area to the extent a Road is not
installed in the Easement Area by Grantor. Grantee shall have no obligation to share in the costs
of maintaining, repairing or replacing the Road until such time as the owner(s) of the Grantee
Property physically connect a paved driveway from the Grantee Property to the Road for the
purpose of making regular use of the Road as a means of access to the Grantee Property, and upon
such occurrence the owner(s) of the Grantee Property and the owner(s) of the Grantor Property
shall thereafter equally share in the costs associated with the maintenance, repair and replacement
of the Road when needed.
2. Nothing in this Agreement shall be construed to limit or deny in any way the right
of Grantor, its successors and assigns, to the full and unrestricted access to and use of the Grantor
Property, the Road and the Easement Area for all purposes that do not unreasonably alter the
Easement Area or interfere with the use or enjoyment of the Easement by Grantee or others with
the right to use or enjoy the same as herein set forth.
3. The Easement granted herein and this Agreement shall be binding upon and inure
to the benefit of Grantor and Grantee and their respective heirs, successors and assigns. The rights,
interests, and obligations of Grantor and Grantee as to the Easement and this Agreement shall
automatically transfer to, and be assumed by, any subsequent fee purchaser(s) of the Grantee
Property or the Grantor Property. The Easement and this Agreement shall run with title to the
Grantor Property and the Grantee Property, and shall burden and benefit the respective estates as
provided herein. Nothing contained in this Agreement shall be deemed to be a gift or dedication
of the Easement Area or the Road to the general public or for any public use or purpose whatsoever
or be deemed to create any rights or benefits in favor of the general public, any municipality, public
authority, or official thereof, it being the intention of the parties hereto that this Agreement be for
the exclusive benefit of the parties and those claiming under them.
4. Grantor represents and warrants: (i) that the execution and delivery of this
Agreement by Grantor has been fully authorized, (ii) that the person signing this Agreement on
behalf of Grantor has requisite power to bind Grantor, and (iii) that to the best of Grantor's
knowledge and belief, this Agreement is valid, binding, and legally enforceable against Grantor in
accordance with its terms. Grantee represents and warrants: (i) that the execution and delivery of
this Agreement by Grantee has been fully authorized by all necessary action, (ii) that the person
signing this Agreement on behalf of Grantee has requisite power to bind Grantee, and (iii) that to
the best of Grantee's knowledge and belief, this Agreement is valid, binding, and legally
enforceable against Grantee in accordance with its terms.
5. No waiver by any party hereto or any failure or refusal of a party to comply with
its obligations under this Agreement shall constitute a waiver of any other or subsequent failure or
3

refusal to so comply by a party. No waiver of the terms hereof shall be valid unless in writing and
signed by the party to be charged, and then only to the extent therein set forth.
6. In any action or proceeding arising out of this Agreement, the prevailing party in
such action or proceeding shall be entitled to recover from the other party thereto, the reasonable
attorneys' fees actually incurred by the prevailing party on the basis of normal and customary
hourly rates of the prevailing party's attorneys, including such fees in any bankruptcy proceeding
or in one or more appeals, as well as court costs, filing fees, publication costs and other expenses.
7. Grantor shall defend, indemnify and hold Grantee harmless from and against all
claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising
from or relating to the Easement Area and resulting from any negligent, intentional or willful acts
or omissions of Grantor or its contractors, employees, agents, or others acting on behalf of Grantor.
Grantee shall defend, indemnify and hold Grantor harmless from and against all claims, liabilities,
damages, losses and expenses (including reasonable attorneys' fees) arising from or relating to the
Easement Area and resulting from any negligent, intentional or willful acts or omissions of Grantee
or its contractors, employees, agents, or others acting on behalf of Grantee.
8. This Agreement may only be amended by a written agreement signed by the
owner(s) of the Grantor Property and the owner(s) of the Grantee Property.
9. Invalidation of any one of these covenants or restrictions by judgment or court order
will in no way affect any other provisions, which shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals (each adopting as its seal
the word "SEAL" as set forth beside the signature of such parry or the signature of such parry's
representative) as follows.
[the remainder of this page is left blank intentionally — signature pages follow]
0

Signature Page to Access and Utilities Easement Agreement
GRANTOR:
A SAMET PROPERTY LLC,
a North Carolina limited liability company
By: (SEAL)
Name:
Its:
STATE OF NORTH CAROLINA
COUNTY OF
I, the undersigned, a Notary Public of the aforesaid County and State, do hereby certify
that I as of A SAMET PROPERTY
LLC, a North Carolina limited liability company, personally appeared before me this day
and acknowledged the due execution of the foregoing instrument on behalf of the company.
Witness my hand and official stamp or seal, this day of , 20
Notary Public
My Commission Expires:
[Official Seal]

Signature Page to Access and Utilities Easement Agreement
GRANTEE:
TILTIN'B, LLC,
a North Carolina limited liability company
By: (SEAL)
Name:
Title:
STATE OF NORTH CAROLINA
COUNTY OF
I, the undersigned, a Notary Public of the aforesaid County and State, do hereby certify
that I as of TILTIN'B, LLC, a
North Carolina limited liability company, personally appeared before me this day and
acknowledged the due execution of the foregoing instrument on behalf of the company.
Witness my hand and official stamp or seal, this day of , 20
My Commission Expires:
[Official Seal]
31
Notary Public

SCHEDULE I TO ACCESS AND UTILITIES EASEMENT AGREEMENT
Legal Description of Grantor Property
NOTES FOR COMPLETING THIS SCHEDULE:
Start with the real property acquired by Grantor from Marie -Jeanne Elizabeth
Cadgene and Narcisse Suzanne Cadgene (such real property is all or a portion of
that real property having the Henderson County, North Carolina Real Estate
Identification Number 9975227 and the Henderson County, North Carolina Parcel
Identification Number 9642350270);
2. Then add the parcel of real property acquired by Grantor from Grantee pursuant to
the Exchange Agreement; and
Then remove the parcel of real property conveyed by Grantor to Grantee pursuant
to the Exchange Agreement

SCHEDULE 2 TO ACCESS AND UTILITIES EASEMENT AGREEMENT
Legal Description of Grantee Property
NOTES FOR COMPLETING THIS SCHEDULE:
1. Start with the real property owned by Grantee as of the effective date of the Exchange
Agreement (such real property includes that real property having the Henderson County,
North Carolina Real Estate Identification Numbers 9968359 and 800374 and the
Henderson County, North Carolina Parcel Identification Numbers 9642453374 and
9642344448);
2. Then add the parcel of real property acquired by Grantee from Grantor pursuant to the
Exchange Agreement; and
3. Then remove the parcel of real property conveyed by Grantee to Grantor pursuant to the
Exchange Agreement
1

SCHEDULE 3 TO ACCESS AND UTILITIES EASEMENT AGREEMENT
Legal Description of Easement Area on Grantor's Property
NOTES FOR COMPLETING THIS SCHEDULE: THE EASEMENT AREA IS TO BE
DETERMINED IN ACCORDANCE WITH THE EXCHANGE AGREEMENT (AND IS
IDENTIFIED IN THE EXCHANGE AGREEMENT AS THE "OPTION AREA")

EXHIBIT E TO LAND EXCHANGE AGREEMENT
(Form of Memorandum of Option)
MEMORANDUM OF OPTION
Prepared by and Return to:
Gregory S. Hilderbran
Hilderbran Hitchcock PA
301 College Street Suite 110
Asheville NC 28801
THIS MEMORANDUM OF OPTION (the "Memorandum") is entered into by and between A
SAMET PROPERTY LLC, a North Carolina limited liability company ("Grantor") and the
TILTIN' B, LLC, a North Carolina limited liability company ("Grantee"). The effective date of
this Agreement is , 20
A. Grantee and Grantor have entered into an Option Agreement with an effective date of
, 2020 ("Option Agreement"). The Option Agreement grants Grantee the
right to acquire an easement over, upon and under a portion of Grantor's real property in
Henderson County North Carolina as described on Schedule I to Memorandum of Option
attached hereto (the "Easement Area"), which schedule is incorporated herein, for the benefit of
Grantee's real property in Henderson County, North Carolina described on Schedule 2 to
Memorandum of Option (the "Grantee Property") attached hereto, which schedule is
incorporated herein.
B. The Option Agreement provides that Grantor and Grantee shall execute and file in the
Office of the Register of Deeds for Henderson County, North Carolina a memorandum
summarizing certain rights and provisions in the Option Agreement.
NOW, THEREFORE, Grantor and Grantee hereby declare that the Option Agreement between
them imposes certain restrictions on, and grants Grantee certain rights in, the Easement Area,
including, without limitation, the following:
1. Grantor has granted Grantee an option (the "Option") to acquire a nonexclusive,
permanent easement over, upon, under and across the Easement Area for the purposes of (a)
providing vehicular and pedestrian access to and from the Grantee Property, which shall include
the right to install, use, maintain, repair and replace roads, drives and sidewalks to be used for
such purposes, (b) installing, using, maintaining, repairing and replacing utilities and utility -
related infrastructure to benefit the Grantee Property, and (c) tapping on to or connecting to
utilities or utility -related infrastructure now or hereafter located in the Easement Areas. (the
"Easement"). The Easement shall be for the benefit of Grantee and any successor in title as to
the Grantee Property and for any tenant, invitee, licensee, contractor or guest as to some or any
portion of the Grantee Property.
2. The Grantee may exercise its Option to acquire the Easement for a period of three (3)
years, which period shall begin on January 6, 2023 and shall end at 11:59:59 p.m. (eastern time)

on January 5, 2026 (the "Option Period"). If Grantee exercises its Option during the Option
Period, the conveyance of the Easement to Grantee will be on the first business day that is more
than thirty (30) days from the date Grantee delivered written notice to Grantor advising that it is
exercising its Option.
3. From the effective date of this Memorandum until the expiration of the Option Period
without the exercise of the Option by Grantee, Grantor shall not encumber the Easement Area or
convey the Easement Area or any interest in the Easement Area without the prior written consent
of Grantee.
4. From the effective date of this Memorandum until the expiration of the Option Period
without the exercise of the Option by Grantee, Grantor do nothing to materially damage, degrade
or alter the Easement Area without the prior written consent of Grantee, and (b) Grantor shall do
nothing that would materially affect the uses of or activities in the Easement as herein
contemplated.
5. The Option Agreement and the Option granted therein shall be binding upon and inure to
the benefit of Grantor and Grantee and their respective heirs, successors and assigns. Without
limiting the generality of the foregoing, the Option Agreement and the Option granted therein
shall burden and run with title to the Grantor Property and shall benefit and run with title to the
Grantee Property.
6. The terms of the Option Agreement are incorporated herein by reference. To the extent
any provision in this Memorandum and the Option Agreement differ, the terms of the Option
Agreement shall control.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals (each adopting as
its seal the word "SEAL" as set forth beside the signature of such party or the signature of such
party's representative) as follows.
[the remainder of this page is left blank intentionally — signature pages follow]

Signature Page to Memorandum of Option
GRANTOR:
A SAMET PROPERTY LLC,
a North Carolina limited liability company
By:
Name:
Its:
STATE OF NORTH CAROLINA
COUNTY OF
(SEAL)
I, the undersigned, a Notary Public of the aforesaid County and State, do hereby certify that
as of A SAMET PROPERTY LLC, a
North Carolina limited liability company, personally appeared before me this day and
acknowledged the due execution of the foregoing instrument on behalf of the company.
Witness my hand and official stamp or seal, this day of , 20
Notary Public
My Commission Expires:
[Official Seal]

Signature Page to Memorandum of Option
GRANTEE:
TILTIN'B, LLC,
a North Carolina limited liability company
By: (SEAL)
Name:
Title:
STATE OF NORTH CAROLINA
COUNTY OF
I, the undersigned, a Notary Public of the aforesaid County and State, do hereby certify that
as of TILTIN'B, LLC, a North
Carolina limited liability company, personally appeared before me this day and acknowledged
the due execution of the foregoing instrument on behalf of the company.
Witness my hand and official stamp or seal, this day of , 20
Notary Public
My Commission Expires:
[Official Seal]

SCHEDULE I TO MEMORANDUM OF OPTION
Legal Description of Grantor Property
NOTES FOR COMPLETING THIS SCHEDULE: THE EASEMENT AREA IS TO BE
DETERMINED IN ACCORDANCE WITH THE EXCHANGE AGREEMENT (AND
IS IDENTIFIEDIN THE EXCHANGE AGREEMENT AS THE "OPTION AREA")

SCHEDULE 2 TO MEMORANDUM OF OPTION
Legal Description of Grantee Property
NOTES FOR COMPLETING THIS SCHEDULE:
Start with the real property owned by Grantee as of the effective date of the Exchange
Agreement (such real property includes that real property having the Henderson County,
North Carolina Real Estate Identification Numbers 9968359 and 800374 and the
Henderson County, North Carolina Parcel Identification Numbers 9642453374 and
9642344448);
2. Then add the parcel of real property acquired by Grantee from Grantor pursuant to the
Exchange Agreement; and
Then remove the parcel of real property conveyed by Grantee to Grantor pursuant to the
Exchange Agreement