20061804 Ver 36_Sales Agreement_20201231 (2)

CONTRACT OF SALE
THIS CONTRACT OF SALE(this"Contract")made as of the Effective Date,as defined
in Paragraph 16,by and between REBECCA D.FLOWERS,an individual(hereinafter referred
to as "Seller") and DAN RYAN BUILDERS —NORTH CAROLINA, LLC a North Carolina
limited liability company,or its assigns(hereinafter referred to as "Buyer").
EXPLANATORY STATEMENT
A. Seller is the owner in fee simple of those certain parcels of land situated and lying
in Johnston County,North Carolina in the master planned community known as Flowers Plantation
(the "Community"). A sub-community within the Community (the "Subdivision"), containing
approximately 47.5 acres,more or less,shall be created from the portion of real property identified
as Johnston County Parcel ID 16KO5032 (said Subdivision herein collectively referred to as the
"Property"), which shall ultimately be developed into a minimum of Two Hundred Forty (240)
Lots and a maximum of Two Hundred Seventy-Six(276)Lots(each a"Lot"or collectively as the
"Lots"), consisting of approximately One Hundred Thirty-Seven (137) Lots in Phase 1 of the
Subdivision suitable for townhouse or single family detached residential construction, and
approximately One Hundred Thirty-Nine (139) Lots in Phase 2 of the Subdivision suitable for
townhouse and/or single family detached residential construction, all as shown on the conceptual
plan attached hereto as Exhibit B.
B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the
Property,upon the terms and conditions herein contained.
NOW, THEREFORE, that in consideration of the Explanatory Statement, which is
incorporated by reference herein, and the mutual promises herein contained and other good and
valuable considerations, the receipt and sufficiency of which are hereby acknowledged by each
party hereto,the parties agree as follows:
I. Purchase. Seller does hereby agree to bargain and sell unto Buyer and Buyer does
hereby agree to purchase from Seller,all of Seller's right,title and interest in the Property and the
improvements thereon, together with all rights, title, and interest Seller has in any abutting
roadways and alleys,together with the easements,rights,privileges and appurtenances,belonging
to the same.
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(b) The Letter of Credit. If the settlement on the Property is not consummated
due to the default of Seller or unfulfilled conditions hereunder, or if Seller otherwise defaults i
hereunder,then Buyer may,at its option,(i)declare this Contract null and void,and(ii)after notice
of such default to the Escrow Agent (a copy of which shall be delivered simultaneously to the
Seller), require the Letter of Credit to be returned by the Escrow Agent to Buyer, and/or (iii)
proceed with such rights and remedies as may be available to it under the terms of this Contract.
Notwithstanding anything in this Contract to the contrary, Buyer shall have the right, at its
discretion at any time during the term of this Contract, to replace the Letter of Credit with a cash
deposit(the"Cash Deposit"),and the Cash Deposit shall thereafter serve as the Deposit(and shall
thereafter be credited towards the.Purchase Price of the Property at Closing). In the event of a
failure by Buyer to close on the Property as and when required hereunder or if Buyer otherwise
defaults hereunder,then Seller shall provide Escrow Agent with a notice identifying such default
(a copy of which shall be delivered simultaneously to the Buyer)advising that Seller is entitled to
the forfeiture of the funds constituting the Letter of Credit,and requiring the Escrow Agent to draw
upon the Letter of Credit for the benefit of the Seller(provided,that prior to drawing on the Letter
of Credit pursuant to the terms of this Contract,Escrow Agent shall notify Buyer and permit Buyer
five (5) business days to replace the Letter of Credit with the Cash Deposit, in which event the
Cash Deposit shall be delivered to Seller in lieu of the funds constituting the Letter of Credit as set
forth above).
(c) When Letter of Credit is Released. Seller shall execute and deliver to Buyer
a partial release of the Letter of Credit in the amount of One Hundred Thousand Dollars
($100,000.00) at the First Closing. Seller shall execute and deliver to Buyer a full release of the
Letter of Credit the earlier of(i) at the Second Closing or(ii)immediately following notification
from Buyer that the construction drawings for the Property were rejected by Johnston County.
(d) Pa ent. The applicable portion of the Purchase Price, subject to any
adjustments contained in this Contract,less the Escrowed Funds(defined below),shall be payable
by Buyer to Seller in cash,certified check,title company check,or wire transfer at the time of each
Closing,as defined in Paragraph 10.
(e) Escrowed Funds. Prior to the First Closing, Seller shall obtain cost
estimates to complete the development of SE Flowers Parkway to serve the Property,which cost
estimates shall be in form and content reasonably satisfactory to Buyer(the"Road Estimate"). At
the First Closing, Seller shall deposit with the settlement agent(the"Settlement Agent")the sum
equal to one hundred twenty-five percent(125%)of the costs of the Road Estimate(the"Escrowed
Funds")to be held in escrow out of Seller's proceeds in order to ensure Seller's completion of the
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development of SE Flowers Parkway. Seller shall have the right to draw on the Escrowed Funds
as the development of SE Flowers Parkway is being completed,as determined by an authorization
by the engineer of record approving the completion of the work and approval of a draw request
submitted by Seller or Seller's contractor. Notwithstanding the foregoing, in the event that SE
Flowers Parkway has not been completed prior to the time in which Buyer has paved the roads in
Phase 1 of the Subdivision, Buyer shall have the right to exercise self-help and complete the
development of SE Flowers Parkway, and draw on and use the Escrowed Funds in order to do so.
In the event Buyer exercises its option to complete the development of SE Flowers Parkway on
Seller's behalf as said forth herein, Seller shall immediately assign all of its rights to any
subcontracts with its site contractor(s)to Buyer.
3. Delivery of Certain Materials to Buyer. Promptly, but in no event later than five
(5)days following the Effective Date of this Contract, Seller shall deliver to Buyer the following
to the extent in Seller's possession:
(a) A true and complete copy of all owner's policies of title insurance, if any,
previously obtained by or in the possession of Seller with respect to the Property.
(b) All surveys, engineering, geoteclmical, environmental or similar reports in
Seller's possession relating to the Property,including a letter from each of the parties who prepared
those reports stating that Buyer may rely on the reports as provided.
(c) Copies of all notices of any violation relating to the Property which is
uncorrected, if any.
(d) Copies of documents related to work done or to be done on the Property by
Seller,his agents or contractors.
(e) Copies of real property tax assessments applicable to the Property.
(f) Copies of all documents related to the subdivision of the Property.
4. Inspections; Study Period:Construction Activities.
(a) Buyer,its agents,servants,employees,engineers,invitees and/or designees,
at their risk and expense,shall have the full right from and after the Effective Date of this Contract
to enter upon the Property at any reasonable time, and from time to time, for purposes of
conducting studies, environmental audits, investigations and the like with respect to the Property.
(b) Buyer shall have the right to terminate this Contract, by written notice to
Seller sent on or before(the"Study Period Expiration Date")ninety(90)days after the Effective
Date(the"Study Period"),in its sole and absolute discretion, (A)if Buyer is dissatisfied with the
results of any inspections,studies or due diligence conducted with respect to the Property or(B)if
Buyer is dissatisfied with any materials furnished to it pursuant to the terns of this Contract.
Unless, on or before the Study Period Expiration Date, Buyer has given written notice to Seller
that Buyer has elected to maintain this Contract in full force and effect, this Contract shall
automatically terminate as of the Study Period Expiration Date,and thereafter neither party hereto
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shall have any further obligation or liability to the other with respect to the transactions
contemplated by this Contract,except for those provisions which expressly survive termination of
this Contract.
(c) If Buyer enters the Property prior to Closing, Buyer shall: (A) keep the
Property free and clear of any and all liens or claims resulting therefrom; (B) defend,indemnify
and hold harmless Seller against and from any claim or liability imposed or sought to be imposed
upon Seller as a result of actions by Buyer,its employees, agents, architects and engineers on the
Property; (C) agree not to damage or harm the Property; and (D) promptly repair all damages
resulting from any activities of Buyer and/or Buyer's agents or contractors. The provisions of this
Paragraph 4(d)shall survive Closing and any other termination of this Contract.
5. Title,Title Insurance. At Closing,a deed for the Property containing covenants of
special warranty and further assurance shall be executed at Buyer's expense by Seller,which shall
convey good and marketable fee simple title to the Property to Buyer. Title to the Property shall
be good of record and fact, free of liens and encumbrances, subject only to those restrictions
acceptable to Buyer(the "Permitted Exceptions" as listed in Exhibit A). Buyer may, at Buyer's
expense, promptly after executing this Contract, seek a commitment (the "Title Commitment")
from a title insurance company of Buyer's choice which is licensed to do business in the State of
North Carolina for an owner's title insurance policy on the most recent Standard ALTA Policy
form. If the Title Commitment shows exceptions that are unacceptable to Buyer,then Buyer shall
give Seller notice on or before the Study Period Expiration Date("Title Exception Notice"). Upon
such Title Exception Notice, Seller shall have the right, within five (5) days after receiving the
Title Exception Notice,to elect(i)to cure the title defect at Seller's sole cost and expense;or(ii)
not to cure such defect, but if said five (5) days has elapsed and no such notice is received from
Seller,then Seller shall be deemed to have elected to not cure any defects.Seller's failure to notify
Buyer within the stated time frame shall be deemed Seller's election not to cure. Seller shall have
no obligation to remove or cure any title exceptions or survey matters except for (collectively,
"Seller Liens"):(1)liens of an ascertainable amount created by,through,or on behalf Seller,which
liens Seller shall cause to be released or bonded over at Closing; (2) any exceptions or
encumbrances to title which are created by Seller after the date of this Contract without Buyer's
consent; and(3) such other title exceptions or survey matters that Seller elects in writing to cure.
If Seller elects to cure,Seller shall cure such matter prior to Closing. If Seller elects not to cure or
is deemed to elect not to cure,then Buyer shall be entitled to (x) waive such defect and complete
the applicable Closing with no reduction to the Purchase Price; or(y)terminate this Contract not
later than the later of(A)five(5)days after Seller's election or deemed election not to cure or(B)
the Study Period Expiration Date, and upon such termination, Buyer shall be entitled to the
immediate release of the Letter of Credit (and/or the immediate return of any Cash Deposit).
Without limiting Buyer's other remedies,if Seller elects to cure,but fails to cure prior to Closing,
then Buyer shall be entitled to terminate this Contract prior to Closing and Buyer shall be entitled
to the immediate release of the Letter of Credit(and/or the immediate return of any Cash Deposit).
Notwithstanding the foregoing,Buyer shall have the right,in its sole discretion,to update the Title
Commitment at any time prior to Closing to ensure that no new liens, encumbrances,
encroachments,covenants, conditions,restrictions, easements or limitations have been placed on
the Property since the Effective Date. In such an event, Buyer may deliver a Title Exception
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Notice to Seller only as to such new exceptions which are not Permitted Exceptions,and thereafter
Seller and Buyer shall follow the same steps as set forth above.
6. Covenants, Representations and Warranties of Seller. In order to induce Buyer to
enter into this Contract and to purchase the Property, and in addition to the warranties and
representations contained elsewhere in this Contract, Seller makes the following representations,
warranties and covenants,each of which is material and is relied upon by Buyer,and each of which
representations and warranties shall be true as of the Effective Date hereof and as of the date of
Closing,and each of which covenants shall be satisfied during the tern of this Agreement:
(a) Seller owns good and marketable fee simple title to the Property, free and
clear of liens, encumbrances,restrictions and easements of any kind whatsoever, excepting only
those matters disclosed herein. E
(b) Seller has full power and is duly authorized to enter into and perform this f
Contract. Seller has duly and validly executed this Contract, and has obtained all necessary
company consents. The person executing this Contract on behalf of Seller and any other document f
which Seller is required to execute pursuant to the terms hereof has been duly and properly
authorized to do so.
(c) No actions, suits or proceedings have been instituted or threatened against
or affecting Seller or the Property at law or in equity or before any Federal, State,municipal or
local governmental authority, department, commission, board,bureau, agency or instrumentality
thereof.
(d) Seller will not further encumber the Property without the written consent of
Buyer and will not voluntarily create or cause or permit a lien or encumbrance to attach to the
Property between the Effective Date of this Contract and Closing.
(e) Seller has not received notice of violation of any building,zoning,health or
other ordinances,resolutions,statutes or regulations of any government or governmental agencies,
with respect to the use,occupation,maintenance,condition or operation of the Property or any part
thereof which has not been cured.
(0 None of the materials which have been provided to Buyer pursuant to the
terms of Paragraph 3 hereof are untrue or incomplete in any material adverse respect as of the date
they were prepared, and none of the materials, documents and financial information which have
been provided to Buyer prior to execution of this Contract are untrue or incomplete in any material
adverse respect as of the date they were prepared. Seller shall continue to provide Buyer with
copies of all material documents of the nature described in Paragraph 3 hereof, which Seller
receives prior to Closing.
(g) Neither the execution of this Contract nor the consummation of the
transactions contemplated hereby will: (A) conflict with, or result in a breach of, the terms,
conditions or provisions of, or constitute a default under, any agreement or instrument to which
Seller is a party;(B)violate any restriction to which Seller is subject;or(C)conflict with or violate
Seller's Articles of Incorporation or corporate bylaws.
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(h) Seller, its agents,tenants or licensees have not placed on the Property, and
to the best of Seller's knowledge,the Property (including the land, surface water, ground water,
and any improvements)is free of, any material amounts of waste or debris,and Seller,its agents,
employees, members and managers have not placed on the Property, and to the knowledge of
Seller, the Property is free of all contamination including: (i) any "Hazardous Waste" as defined
by the Resource Conservation and Recovery Act of 1976, as amended from time to time, and
regulations promulgated thereunder; (ii) any "hazardous substance" as defined by the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
from time to time, and regulations promulgated thereunder; (iii) any substance the presence of
which on the Property is prohibited by any other federal, state, or local law applicable to the
Property; and (iv) underground storage tanks. Seller, its agents, employees, members and
managers have not placed on the Property, and to the best of Seller's knowledge, no landfill or
earthmoving has occurred on the Property and no debris has been buried or placed on the Property.
(i) No portion of the Property is located in any flood zone, flood hazard area,
flood plain or similarly designated zone on the applicable FEMA maps,or in a"wetlands"area as
defined by any governmental authority,which will impact the ability of the Property to obtain the
all necessary governmental approvals for a minimum of Two Hundred Forty(240)and a maximum
of Two Hundred and Seventy Six(276)Lots. }
(j) There is no actual or pending designation of all or any portion of the
Property, or of the area or district in which the Property is located, as an historic district, site,
building,battlefield,structure,object or other resource on the National Register of Historic Places
or any other similar list or survey maintained by any governmental authorities such that the
Property or any portion thereof is or may become subject to development restrictions or
prohibitions,nor does Seller have any knowledge that any such designation is contemplated.
(k) Seller, its agents, employees, members and managers have not placed on
the Property, and to the best of Seller's knowledge, the Property does not contain any cemeteries
or graveyards, and the Property is not subject to any easements for access to any cemeteries or
graveyards.
(1) Seller is not bankrupt or insolvent under any applicable federal or state
standard, nor has Seller filed for protection or relief under any applicable bankruptcy or creditor
protection statute nor has any such party 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 Contract with the intent to defraud any creditor or to prefer the
rights of one creditor over any other. Seller and Buyer have negotiated this Contract at arms-
length and the consideration to be paid represents fair value for the assets to be transferred.
(m) The Property is currently zoned to allow for the construction of a maximum
of two hundred seventy-six (276) townhouse and/or single family detached residential dwelling
units. No petition, application or proceeding is pending or threatened to alter the zoning of the
Property. Except for the Permitted Exceptions, Seller has made no commitments relative to the
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Property, whether verbally or in writing, to any governmental authority or any neighboring
property owner,which would be binding on Buyer after the Closing.
(n) There is not now pending or threatened eminent domain or condemnation
proceedings which would affect the Property or any part thereof.
(o) There is no pending moratorium on, or other impediment to, immediate
public sewer and water availability which is applicable to any portion of the Property.
(p) Seller, its agents, employees, members and managers have not placed on
the Property,and to the best of Seller's knowledge,the Property has not been used for purposes of
mining or explorations for mineral,chemicals or other natural resources.
(q) Seller will not take or cause to be taken any action, or fail to perform any
obligation, which would cause any of the foregoing representations or warranties to be untrue as
of the Closing. Seller shall immediately notify Buyer,in writing,of any event or condition known
to Seller which occurs prior to Closing hereunder, which causes a change in the facts relating to,
or the truth of,any of the above covenants,representations or warranties.
(r) No tenant or other third party has any agreement,or right of first refusal,to
purchase the Property or any part thereof.
(s) In addition to, but not in limitation of, other default remedies herein
elsewhere stated,in the event that any of the aforesaid covenants,representations and/or warranties
are not true, shall not have been complied with or shall not have transpired now or at the time of
Closing,Buyer, at any time prior to or at Closing,may declare this Contract null and void and of
no further effect, in which event the Deposit shall be immediately refunded to Buyer. All
covenants,representations and warranties contained in this Contract shall survive Closing for two
(2) years. Acceptance of possession of the Property by Buyer at Closing shall not be deemed a
waiver of Seller's obligation to deliver the Property in the condition set forth herein. In addition,
Buyer may exercise any and all of its other rights at law or in equity with respect to any breach or
untruth concerning said covenants,representations and/or warranties.
7. Possession, Risk of Loss.
(a) Except for Buyer's right of inspection as set forth in paragraph 4 above,
possession of the Property shall be given to Buyer as of the date of Closing, free and clear of(i)
the possessory interests of any parties, and(ii) all trash and debris.
(b) The Property shall be held at the risk of Seller until Closing hereunder or
possession has been given to Buyer,whichever occurs first. i
8. Seller's Deliveries and Conditions Precedent to Buyer's Obligations.
(a) In addition to other conditions precedent set forth elsewhere in this
Contract, Seller shall deliver to Buyer at Closing all of the following,the delivery of which shall
be a condition to Buyer's obligation to consummate the purchase of the Property.
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(i) Warranty Deed. A special warranty deed containing covenants
against encumbrances and of further assurance.
(ii) Original Documents. Originals of all surveys, plats, engineering
reports, studies, environmental studies and other documents delivered by Seller to Buyer under
Paragraph 3 hereof.
(iii) Additional Documents. Such additional customary documents as
may be reasonably requested by Buyer or Buyer's title company to consummate the transactions
described herein and to cause the title company to issue and deliver its title policy subject only the
Permitted Exceptions and such other exceptions to which Buyer consents.
(b) Buyer's obligation hereunder to complete Closing shall be conditioned
upon satisfaction of each of the following conditions:
(i) Each of Seller's representations and warranties as set forth in
Paragraph 6 being true as of the date of Closing. Notwithstanding that certain of Seller's
representations and warranties may be limited to the extent of Seller's knowledge of the facts stated
therein,the condition precedent to Buyer's obligation to settle hereunder set forth in this Paragraph
8(b) shall not be so limited, and the satisfaction of said conditions shall depend upon the actual
correctness as of the time of settlement of the facts stated in all such representations and warranties.
(ii) Seller shall have provided Buyer an irrevocable letter that grants
Buyer preliminary site plan approval for the Property, with all appeal periods having expired,for
the development of the Subdivision, to include a minimum of two hundred forty(240)Lots and a
maximum of two hundred seventy-six(276)suitable for townhouse and/or single family detached
residential construction, without additional restrictions, substantially as shown in Exhibit B.
(iii) Seller shall provide Buyer with an assignment of Seller's interests
in enough water capacity and sewer capacity for the Property to accommodate at least the number
of Lots approved in the preliminary site plan for the Property described in sub-paragraph 8(b)(ii)
herein,which assignment shall be acknowledged by Aqua America,Inc. and shall be in form and
content satisfactory to Buyer.
(iv) Seller shall cause to be granted and/or shall grant Buyer any
easements that may be necessary for Buyer to develop the Property for its Intended Use,including
without limitation a construction easement that will allow Buyer to complete mass clearing and
grading of the Property.
(v) Buyer shall have unrestricted ingress to and egress from the Property
such that Buyer will not be inhibited or prevented from immediately commencing development
activities on the Property following Closing.
(vi) Buyer shall have received final and unappealable approved
construction drawings for the Property from Johnston County to accommodate the number of Lots
approved in the preliminary site plan for the Property described in sub-paragraph 8(b)(ii)herein.
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(vii) Buyer shall have received all permits necessary to begin the
development of the Property.
(viii) With respect to the Second Closing only, Seller shall have
completed the construction of the SE Flowers Parkway up to the point where SE Flowers Parkway
ties into Buffaloe Road.
(ix) Seller shall have caused the installation, review and approval by
Aqua North Carolina,Inc.of the sanitary sewer facilities and the sanitary sewer manhole tie-in for
the manholes identified as MH-1 through MH-8 located on Flowers Parcel SE-4 such that Buyer
will be able to immediately utilize said sewer facilities.
(c) Buyer alone shall have the benefit of the satisfaction of the conditions
precedent set forth in the provisions ofParagraph 8(b),and shall be entitled to waive Buyer's rights
thereto. In the event the conditions precedent have not been satisfied on or before Two Hundred
(200) days after the Effective Date of this Contract, then Buyer shall have the right to either (i)
terminate this Contract by written notice to Seller, in which event the parties shall be relieved of
all obligations hereunder, except the Deposit shall be immediately returned to Buyer, (ii) extend
the time for the satisfaction of the condition(s)by up to one(1) additional year by written notice
to Seller, which notice shall set forth the length of the extension, (iii) waive the condition(s) and
proceed to Closing,or(iv)declare Seller in default and exercise Buyer's remedies for default under
Paragraph 9 hereof; provided, however, that Buyer shall only have the right to declare Seller in
default if Seller does not reasonably cooperate with Buyer in Buyer's efforts to satisfy said
conditions. In the event that Buyer elects to extend the time for the satisfaction of the condition,
and the condition has not been satisfied by the conclusion of the extension, then at such time,
Buyer may exercise options(i), (ii), (iii) or(iv)above.
9. Default.
(a) Default by Buyer. In the event that all conditions precedent to Buyer's
obligation to consummate the transactions contemplated by this Contract have been satisfied or
waived and Buyer is not entitled to terminate this Contract under any provisions hereof, then in
the event of default by Buyer under this Contract, Seller shall be entitled to the Deposit, as
liquidated damages, as its sole remedy. It is expressly agreed that damages would be difficult or
impossible to measure, and the parties have agreed that said Deposit is a fair estimation of the
damages. The parties have further agreed that this is a sole and only remedy of Seller against
Buyer in the event of Buyer's default, and Seller shall have no other remedy against Buyer
whatsoever, including any right to specific performance, injunction or damages beyond the
forfeiture of such Deposit as liquidated damages. Upon receipt of demand for the Deposit from
Seller, Escrow Agent shall give Buyer written notice. Unless Buyer provides Escrow Agent an
affidavit that it is not in default within ten(10)days of Escrow Agent's notice,Escrow Agent shall
disburse the Deposit to Seller pursuant to Paragraph 2(b) above. Upon delivery of the Deposit to
Seller pursuant to this Paragraph 9(a),neither party to this Contract shall have any further liability
to the other and this Contract shall be and become null and void and of no further force and effect,
either at law or in equity.
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(b) Default by Seller. If all conditions and other events precedent to Seller's
obligations to consummate the transactions contemplated by this Contract have been satisfied or
waived and Seller is not entitled to terminate this Contract under any provision hereof,but Seller
fails,refuses or is unable to consummate the purchase and sale contemplated by this Contract, or
to perform any other obligation required by this Contract,then Buyer shall be entitled to any right
or remedy at law or equity, including actions for specific performance and/or damages.
(c) Notice. Neither party shall be deemed to be in default hereunder, unless
and until,it shall have been sent Notice of such default by the other party,and shall have failed to
cure the default within ten(10) days of the date of such notice.
10. Closina.
(a) First Closing. The first closing("First Closing"), at which time the parties
shall settle on the portion of the Property identified as Phase 1 (as more fully described in
Explanatory Statement A), shall occur within fifteen (15) days after the satisfaction of the
conditions precedent set forth in Paragraph 8(b)herein.
(b) Second Closing. The second closing("Second Closing"),at which time the
parties shall settle on the portion of the Property identified as Phase 2 (as more fully described in
Explanatory Statement A), shall occur one(1)year after the date of the First Closing.
(c) Each Closing shall occur on a date and time and at such place or places
designated by Buyer in a written notice to Seller no later than five(5)days prior to the date selected
by Buyer. Each Closing shall be contingent upon the satisfaction of the conditions precedent
described in Paragraph 8(b)herein.
11. Adiustments,Prorations and Closing Casts,Post Closing.
(a) Any taxes,general or special, and all other public or governmental charges
or assessments against the Property which are, or may be, payable on an annual basis (including
benefit charges, assessments, liens or encumbrances for sewer, water, drainage or other public
improvements, completed or commenced, on or prior to the date hereof, or subsequent thereto),
shall be adjusted and apportioned as of the date of Closing and are to be assumed and paid
thereafter by Buyer, said adjustment apportionment to be on the basis of the fiscal year for which
assessed,whether or not such assessments had been levied as of the date of Closing,
(b) All other charges, if any, and fees customarily pro-rated and adjusted in
similar transactions shall be pro-rated at Closing and thereafter assumed by Buyer. In the event
that accurate prorations and other adjustments cannot be made at Closing because current bills or
statements are not obtainable, the parties shall pro-rate on the best available information, subject
to adjustment upon receipt of the final bill or statement.
(c) Seller shall be responsible for paying all documentary stamps, recordation
taxes and transfer taxes. Buyer shall be responsible for its title insurance costs. Each party shall
be responsible for the fees of its respective legal counsel.
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(d) Seller shall pay at Closing, without any contribution from Buyer any
agricultural land, rezoning, recapture or roll-back tax due in connection with the conveyance or
deed for the Property being settled under any law, regulation or ordinance (or any similar tax or
assessment).
(e) Buyer shall be responsible for all associated costs related to obtaining
construction drawings and the costs of developing the Property.
12. Goverimental Moratorium. Notwithstanding anything in this Contract to the
contrary, if there is any law, ordinance, regulation or moratorium ("Moratorium") imposed,
enacted or proposed by the federal,state,county or city government,or any agency or subdivision
thereof, the effect of which would either: (a) impair Buyer's ability to obtain any approvals,
building permits necessary for the construction or installation of any improvements on the Property
necessary to develop it for its intended use as a development of townhouse residences or the
issuance of occupancy permits upon completion of construction ("Intended Use"); (b) impair the
connection of the improvements to the public utilities necessary for the development of the
Property for its Intended Use;or(c)require additional contributions from Buyer as a condition of
development of the Property for its Intended Use; then in that event,Buyer shall have the right at
its sole option, to: (i) notify Seller that this Contract, and all time periods set forth herein, are
extended through the later of(i)for a period equal to said moratorium,or(2)until thirty(30)days
after termination of such Moratorium; or (ii) waive its rights under this paragraph and settle in
accordance with the terms of this Contract. In any event, if such delay caused by a moratorium
extends one (1) year, either party may terminate this Contract by written notice of same to the
other,in which event the Deposit shall be promptly returned to Buyer,and Seller and Buyer shall
be relieved of further liability under this Contract at law or equity, except for indemnification
obligations hereunder; provided, however, if Seller elects to terminate the Contract Buyer shall
have the right to nullify Seller's right to terminate the Contract if it agrees to purchase the Property
within thirty(30)days of Seller's election thereof.
13. A enc . Buyer warrants and represents that it has not used the services of any real
estate broker, agent or finder in connection with this Contract. Seller shall pay all real estate fees
and commissions that may be due in accordance with this Contract,if any. The provisions of this
Paragraph 13 shall survive each Closing and the delivery of the deed to the Property.
14. Notices. Any notice or demand under this Contract shall be in writing and sent by
registered or certified mail,return receipt requested,postage prepaid, or by recognized overnight
courier service such as Federal Express,or by electronic mail as follows:
If to Seller: Rebecca D. Flowers
4880 US Hwy 42 E
Clayton,NC 27527
[e-mail]
[e-mail]
flowersplantation.com
With a copy to: Randy Herman
BA Folk,PLLC
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PO Box 90426
Raleigh,NC 27675
[e-mail]
If to Buyer: Dan Ryan Builders
Attention:Ronny Salameh
2099 Gaither Road,Suite 600
Rockville,MD 20850
[e-mail]
With a copy to: Dan Ryan Builders
Attention:Thomas Tracy
2099 Gaither Road,Suite 600
Rockville,MD 20850
[e-mail]
Any such notice or demand shall be deemed given three(3)days after same has been deposited in
the United States mail as aforesaid, or the next business day after deposited with a recognized
overnight courier,or if sent by electronic mail, the same day if sent before 5:00 PM local time on
a business day or the next business day if sent on a weekend or holiday. Either party by notice to
the other in accordance with the above, may designate a substitute address for such notice or
demand and thereafter such substitute address shall be used for the giving of notice or demand.
15. Miscellaneous.
(a) This Contract shall inure to the benefit of and be binding upon Seller and
Buyer and their respective heirs, personal representatives, successors and assigns. Buyer
specifically reserves the right at any time prior to or at Closing to assign this Contract to a person
or entity selected by it in its sole and absolute discretion, in which event such assignee shall be
entitled to all benefits of and be subject to obligations of Buyer hereunder. Seller specifically
reserves the right at any time prior to or at a Closing to assign this Contract to any affiliated entity,
any related person or to any successor in title or any successor in interest to any of them,in which
case such assignee shall be entitled to all benefits of and be subject to obligations of Seller.
(b) This Contract,together with the exhibits attached hereto, contains the final
and entire agreement between the parties hereto and supersedes all prior oral representations,
negotiations and agreements,and neither the parties,nor their agents,shall be bound by any terms,
conditions and representations not herein written. This Contract may not be modified or changed
orally, but only by agreement in writing signed by the party against whom enforcement of any
such change is sought.
(c) The interpretation, construction and performance of this Contract shall be
governed by the laws of the state where the Property is located.
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(d) The titles of the paragraphs are inserted as a matter of convenience and for
reference and in no way define, limit or describe the scope of this Contract or the intent of any
provision thereof.
(e) This Contract is the result of the combined draftsmanship and/or review of
Seller and Buyer and/or their respective agents. Accordingly, there shall be no presumption or
interpretation of this Contract based on its having been drafted by one or the other.
(f) Each party shall reasonably cooperate with the other in connection the
satisfaction of any condition or obligation which must be satisfied by closing pursuant to the terns
of this Contract, and in connection therewith each party agrees to execute any document
contemplated by the terms of this Contract,which may be reasonably requested by the other party.
(g) This Contract may be executed in two or more counterparts,each of which
shall be deemed an original,but all of which together shall constitute one and the same instrument.
(h) Time shall be of the essence of each and every provision of this Contract.
(i) Except as otherwise specified herein, no party hereto shall be deemed to
have waived the exercise of any right which it holds hereunder unless such waiver is made
expressly and in writing(and no delay or omission by any party hereto in.exercising any such right
shall be deemed a waiver of its future exercise). No such waiver made as to any instance involving
the exercise of any such right shall be deemed a waiver as to any other such instance,or any other
such right.
6) No determination by any court, governmental or administrative entity or
otherwise that any provision of this Contract or any amendment hereof is invalid or unenforceable 1
in any instance shall affect the validity or enforceability of(i)any other such provision,or(ii)such
provision in any circumstance not controlled by such determination. Each such provision shall be
valid and enforceable to the fullest extent allowed by,and shall be construed wherever possible as
being consistent with, applicable law.
(k) Nothing in the provisions of this Contract shall be deemed in any way to
create between the parties hereto any relationship of partnership,joint venture or association,and
the parties hereto hereby disclaim the existence of any such relationship.
(1) Seller and Buyer each agree to irrevocably and unconditionally waive their
respective rights to have any dispute arising under this Contract or with respect to the Property
determined by a jury trial.This waiver is knowingly and willingly made by Seller and Buyer after
due consultation with counsel of their choice.
1
i
(m) For purposes of avoiding the Rule Against Perpetuities, and
notwithstanding anything to the contrary herein contained, if Closing has not occurred ten (10)
years from the Effective Date, this Contract shall be null and void and the parties relieved of all I
obligations hereunder, except that any unreturned or uncredited portion of the Deposit shall be
returned to Buyer.
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16. Effective Date. Subject to the provisions of subparagraph(a)above,the"Effective
Date'of this Contract shall be the date upon which both Buyer and Seller agree to all of the terms
and conditions set forth herein, as evidenced by the latest date set forth next to the parties'
signatures below.
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contribution in the amount of Five Hundred Dollars($500.00)per Lot to the HOA sub-association,
which shall be paid at the settlement of each home.
19. Architectural Review of Buyer's Product. Buyer acknowledges that Seller must
approve the subdivision plans, final concept and house product plans that Buyer intends to build
on the Lots (the"Architectural Approvals"). The Architectural Approvals shall be completed by
Seller and delivered in writing to Buyer prior to the Study Period Expiration Date as long as Buyer
submits said plans to Seller within thirty(30)days after the Effective Date of this Contract. In the
event Buyer fails to deliver Buyer's plans to Seller in said thirty (30) day time period, the
Architectural Approvals shall be completed by Seller and delivered in writing to Buyer prior to
the First Closing. All subdivision plans shall require five-foot (5') sidewalks to be installed by
Buyer on both sides of all roads. Buyer shall not submit any plat of the Property for review by
Johnston County and/or or Aqua North Carolina,Inc. without the prior written consent of Seller,
which consent shall not be unreasonably withheld, conditioned or delayed.
20. Erosion Controls Post-Closing. Buyer shall be responsible for the installation and
maintenance of sedimentation and erosion controls on the Property after Closing.
21. Water and Sewer Capacity Rebates. Buyer represents that Seller will receive a four
hundred dollar ($400.00) water and sewer capacity rebate (the "WS Rebate") for all of the Lots
pursuant to the terms of this Section 21. The WS Rebate shall be paid by Buyer to Seller on a per
Lot basis as and when Buyer records the record plat for the Subdivision containing the respective
Lot(s). Each said payment shall be made within fifteen(15)days after Buyer records said plat(s).
Seller represents that Buyer shall have the right to retain all water and sewer rebates paid to Buyer
by Aqua America, Inc. for homes sold by Buyer that receive a water meter during the previous
quarter.
22. Seller's Timber Rights. Seller reserves all timber rights on the Property and shall
have the timber cut prior to Closing.
23. Buffer Landscal2in. Buyer shall be responsible for installation of all buffer
landscaping along and the Property fronting South Flowers Parkway;provided,however,Buyer's
obligations for said buffer landscaping shall be limited to a landscape plan mutually agreed upon
by Buyer and Seller prior to the Study Period Expiration Date.
24. Approval of Monumentation. Buyer acknowledges that Seller must approve the
monumentation plans for the Subdivision(the"Monumentation Approval'). The Monumentation
Approval shall be completed by Seller and delivered in writing to Buyer prior to the Study Period
Expiration Date as long as Buyer submits said plans to Seller within thirty(30) days prior to the
Study Period Expiration Date. In the event Buyer fails to deliver Buyer's plans to Seller in said
thirty (30) day-time period, the Monumentation Approval shall be completed by Seller and
delivered in writing to Buyer prior to Closing.
25. Closing Disclosures on Resale. The Flowers Plantation Foundation declaration
requires certain documents to be completed by the homebuyer prior to closing of the home and lot.
Buyer will ensure the documents are completed and signed prior to closing of the home and lot to
15

a homebuyer.This obligation shall survive the Closing. Buyer shall also cause all new homes in
the Subdivision to be entered into the Triangle Multiple Listing Service (TMLS) at the time the
home foundation is completed(or before such time,at Buyer's discretion).
[SIGNATURES ON FOLLOWING PAGE]
16

IN WITNESS WHEREOF,the parties hereto have set their hands and seals on the day
and year below shown.
ATTEST/WITNESS: SELLER:
REBECCA D.FLOWERS
�il'I�� L. 9[Md-ti J (SEAL)
Reb cca D.Flowers
Date ff-]a.._ o
ATTEST/WITNESS: BUYER:
DAN RYAN BUILDERS—NORTH CAROLINA,
LLC
By: Pat, (SEAL)
Paul J.Yeager, S 1 resident
Date .S
17