20140710 Ver 1_More Info Received_20140721

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Office Use Only:
Corps action ID no.
DWQ project no.
Form Version 1.4 January 2009
Page 1 of 10
PCN Form — Version 1.4 January 2009
Pre - Construction Notification (PCN) Form
A.
Applicant Information
1.
Processing
1a.
Type(s) of approval sought from the Corps:
❑X Section 404 Permit ❑ Section 10 Permit
1 b. Specify Nationwide Permit (NWP) number: NWP 39 or General Permit (GP) number:
1 c.
Has the NWP or GP number been verified by the Corps?
❑X Yes ❑ No
1d.
Type(s) of approval sought from the DWQ (check all that apply):
❑X 401 Water Quality Certification — Regular ❑ Non -404 Jurisdictional General Permit
❑ 401 Water Quality Certification — Express ❑X Riparian Buffer Authorization
1 e.
Is this notification solely for the record
because written approval is not required?
For the record only for DWQ
401 Certification:
❑ Yes X❑ No
For the record only for Corps Permit:
❑ Yes ❑X No
1f.
Is payment into a mitigation bank or in -lieu fee program proposed for
mitigation of impacts? If so, attach the acceptance letter from mitigation bank
or in -lieu fee program.
NX Yes N No
1 g.
Is the project located in any of NC's twenty coastal counties. If yes, answer 1 h
below.
N Yes ❑X No
1 h.
Is the project located within a NC DCM Area of Environmental Concern (AEC)?
❑ Yes ❑X No
2.
Project Information
2a.
Name of project:
Sapp Road - Proposed Shopping Center
2b.
County:
Guilford
2c.
Nearest municipality / town:
Greensboro
2d.
Subdivision name:
2e.
NCDOT only, T.I.P. or state project no.
3.
Owner Information
3a.
Name(s) on Recorded Deed:
View Supplemental Information Attachment
3b.
Deed Book and Page No.
3c.
Responsible Party (for LLC if
applicable):
3d.
Street address:
: p
3e.
City, state, zip:
3f.
Telephone no.:
n 1 2_014
3g.
Fax no.:
3h. Email address:
D " WATt
Page 1 of 10
PCN Form — Version 1.4 January 2009

4.
Applicant Information (if different from owner)
4a
Applicant is
❑ Agent ® Other, specify Developer /Purchaser
4b
Name
Key Kasravi
4c
Business name
(if applicable)
HDC- Wendover- Greensboro Partners, LP
4d
Street address
12335 Kmgsnde Lane, Suite 280
4e
City, state, zip
Houston, Texas
4f
Telephone no
416- 907 -9915
4g
Fax no
4h
Email address
kkasravi @hammerford com
S.
Agent/Consultant Information (if applicable)
5a
Name
Michael T Brame
5b
Business name
(if applicable)
Pilot Environmental, Inc
5c
Street address
PO Box 128
5d
'City, state, zip
Kernersville, NC 27285
5e
Telephone no
336 - 708 -4620
5f
Fax no
5g
Email address
mbrame @pilotenviro com
Page 2 of 10

Supplemental Information — Sapp Road
A3 and Bl. Owner and Parcel Information
Parcel Identification Map
Parcel
Owner
Pin
Acreage
1
Ted H. Ray and Emma Ray
7834007055
0.71
5531 Sapp Road
Greensboro, NC 27409
2
Ted H. Ray and Emma Ray
7834008054
0.69
5531 Sapp Road
Greensboro, NC 27409
3
Nozar N. Hashemzadeh
7834009054
0.67
104 Pershing Avenue
Radford, VA 24141
4*
James O. Durham and Jane M. Durham
7833097697
3.96
4528 West Wendover Avenue
Greensboro, NC 27409
5*
James N, Farr Trust
7833191880
6.86
Michael H. Godwin Trust
Roberta Becker Farr Trust
P.O. Box 21847
.. —
Greensboro, NC 27420
5 W/7-
Ut 1 6 [G
D tva - wA . ouaOn ,
Sto=! r Branch j

1)
Parcel
y - Owners
6
Rosa Lee Smith
7834104028
046
1607 Tucker Street
Greensboro, NC,27405
7*
James N, Farr Trust
7833195839
433
Michael H Godwin Trust
Roberta Becker Farr Trust
P O Box 21847
Greensboro, NC 27420
8
Aileen W Smith
7834106068
057
5509 Sapp Road
Greensboro, NC 27409
9
Edith Clara FranoMartin
7834107064
049
5507 Sapp Road
Greensboro, NC 27409
10
Franklin D .Reynolds Trust
7833197862
041
4520 West Wendover Avenue
Greensboro, NC 27409
11
Marcia S Regan
783319876
102
4602 Jefferson Wood Court
Greensboro, NC 27410
Footnote * Denotes Presence of,Jurisdictional Features and Parcels With Proposed Impact to
Jurisdictional Features
B - 3e. Describe the overall project in detail, including the equipment to be used
The site is located in a commercial area of Greensboro Properties located northeast, east, southeast
and southwest of the site contain commercial ,structures, The purpose of the proposed project is to
develop the site with a shopping center Hammerford Development has contracted with 11 property
owners °to put together•a 20 17 acre site for the proposed development with a shopping center
Hammerford Development intends to develop the properties as a Build -to -Suit shopping center for a
number of specific tenants that have a need to locate a store, in this sub - market of Greensboro At
least four of Hammerford's retailers have pursued locations in this area for the last 24 -48 months
without success The future occupants of this site are mostly comprised of national tenants and
therefore have,very specific site selection and use requirements
Although the economic recovery across the country is showing a positive trend, not all markets are
exhibiting the stability and growth potential that retailers rely on for their growth and expansion
Therefore, retailers have become significantly more discerning about their site selection and positioning
within markets and specific locations within sub - markets Some of the more important criteria that
are prerequisite foe site selection are proximity to other national retailers; minimum daily vehicular
traffic counts, visibility from major thoroughfares, full access -to the site and self - contained on- siteytraffic
circulation, access for delivery merchandise trucks and loading docks, population density and projected
income stability and growth, as well as ample parking and safe ingress /egress Retailers make a
significant investment and a long term financial commitment to every location they select to occupy
Therefore, ttjs, understandable,that given the fragile nature of the economic recovery and the nature of
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P

4
Greensboro as a secondary market, some of these retailers have waited years in order to find a suitable
location for thewgrowth and /,or entry into this market place
The Wendover retail corridor in Greensboro, in particular this specific location at Wendover Avenue and
Sapp Road, represents a unique opportunity for retailers and restaurants because it meets the majority
of the criteria that retailers have for site selection The proposed site provides the retail stability
provided by existing national retailers, which draw customers Additionally, it presents enough acreage
to support required co- tenancy needs of new entrants into Greensboro and provides access and visibility
to Wendover Avenue, which are both absolutely critical components of success in a highly competitive
landscape Likewise, the proximity to 1- 40,and 1 -73 enables a regional draw from other smaller markets
surrounding Greensboro In fact, this area has, historically lacked an adequate restaurant presence
based on the traffic volumes that are present and several retailers have either failed or continue to
exhibit lower than acceptable store comp sales due to bad visibility and access at their locations within
the Wendover submarket Based on the above criteria, the proposed site represents the only viable real
estate option that encompasses the critical requirements needed for stable long term tenant success
Without exception, every tenant interested in this location is represented by regional real estate
representative professionals and has 'internal real estate managers within its organization, these are
national users with proven criteria and standards During the due diligence and research phase of site
assessment'the developer provided traffic studies, demographic studies, and various other materials to
the retailers in order to present the qualifications of this site These requirements, which were listed
in the above paragraph, were analyzed in depth and the site Was chosen by the real °estate committees
of these retailers independent of each other, therefore confirming the unique nature of it within the
Wendover corridor, A brief summary of some of the tenants that are currently finalizing plans to
occupy space at this location is listed below highlighting some of these requirements
Restaurant 'A' 8,000sf, Wendover visibility required,,min parking'160 spaces (not in Greensboro)
Restaurant 'B' 6,500sf, co- tenancy required with other retailers, must have direct Wendover access
Restaurant 'C' 2,800sf, direct Wendover visibility required (not in Greensboro)
Retailer 1 10;000sf — women's apparel — co- tenancy required 60,000sf other soft�goods
Retailer 2 32,000sf — national retailer, direct visibility to Wendover required (not in Greensboro)
Retailer 3 18,000sf — co- tenancy of 45,000sf required, must be visible from Wendover
Retailer 4 35,000sf — furniture retailer, must have truck access (not in Greensboro)
Retailer 5 22,000sf — must have Wendover visibility & 50,000sf soft goods co- tenancy
Retail Building out parcels 10,000- 15,000sf requires anchor tenancy as support and visibility
It is important to note that the dynamics of the relationships between retailers is fairly, complex and it is
an established phenomenon The larger "box" tenants tend to require"very specific delivery standards
from the developer /landlord however, due to the nature of their inventory volumes and large size, the
Unit economics are fairly inflexible and are very market driven Therefore, the specific real estate is
paramount to their success However, since these tenants do not carry the economic investment of a
development, any project will need to have smaller tenants or restaurants, which benefit from the

traffic generated by the big box anchors, which are able to contribute to the overall project economics
which results in a viable development Therefore the overall mix of tenants and use types is a very
important piece of retail real estate development and it has become more complex and difficult in a soft
economic environment The establishment of a sustainable shopping center not only contributes to
the local economy immediately, but it ignites a positive feedback loop that results in overall economic
growth
The two driveways onto Wendover Avenue are essential to the success of1the development, for added
flexibility the developer did explore the option of installing an additional driveway onto Sapp Road along
the eastern side of the property However, this driveway location was eliminated by NCDOT andiGDOT
prior to the final compilation of the Traffic Impact Analysis (TIA) as was prepared by Davenport
Engineering Therefore, this eastern driveway is not an option
The location of the two driveways onto Wendover Avenue are determined by several factors First, the
placement and spacing of these driveways must be in accordance with the safety standards as
determined by the Greensboro Department of Transportation (GDOT) and the, North Carolina
Department of Transportation ( NCDOT) The aforementioned TIA for the proposed development was
prepared to analyze the existing and future traffic conditions around this site The parameters of the
study, which are established, by GDOT and NCDOT, are intended to ensure public safety and gauge the
level of service of,traffic operations based on established criteria The TIA, evaluated the existing and
future conditions at the site and determined that the proposed location of both driveways on West
Wendover, along with the proposed left -over median cut into the main entrance driveway on West
Wendover Avenue, would meet the established requirements and provide adequate capacity to
accommodate future traffic Davenport reviewed the results of the TIA with representatives of both
GDOT and NCDOT, and determined that these driveways could be permitted under the guidelines
established by both regulatory agencies
Finally, the placement of these driveways must ultimately allow for optimal and safe traffic flow in an
integrated manner with the overall site development layout deemed prudent and logical After much
consideration, repeated re- designs, and market testing, our client has determined that these driveway
locations, as shown on the enclosed Exhibit, will support a site design that is safe for egress and ingress
to the,site and is functional for onsite traffic circulation, while meeting the requirements of national
retailers and their customers, who will be the end users Please note that this is an extremely
important consideration, because without a site layout plan that is acceptable to the retailers and
deemed convenient and safe for their patrons, the property will not be re- developed, and will remain in
its current state, which is both undesirable and underutilized
A stormwater device will be constructed on the site to treat surface -water runoff from the imperGious
areas The pond has been designed to remove 90% total suspended solids and has been sized to
include runoff from the entire site The construction of the stormwater pond will not impact
jurisdictional areas
In,order to construct a shopping center on the site, it is necessary to impact two streams (166 linear, feet
of intermittent stream and ,108 linear feet of perennial stream), associated buffers (18,081 feet of Zone
1 and 15,801 square feet of Zone 2) and associated wetlands (0 464 acres) Coffer dams will be used
and water will be pumped around during the installations of the culverts Graders, loaders, excavators,
haulers and cranes will be used during construction activities on the site

C — 61. Buffer Imoact Comments
Two proposed driveway crossings will cumulatively impact 18,081 square feet of Zone 1 and 15,801
square feet of Zone 2 The driveway crossings locations were selected based on the above referenced
criteria (see section B -3e) The driveway crossings have been designed in accordance with the
NCDENR -DWR Randleman Lake Watershed Riparian Buffer Rules and the City of Greensboro Land
Development Ordinance „Article 12- Natural Resources as an allowable,with'mitigation activity Zone 1
buffer mitigation will be required at a 3-1 (44,685 sq ft of credits) and Zone 2,at a 15 1(19,941 sq ft of
credits) The square footage of wetland impacts located within the riparian buffer have been
subtracted from the squarefootage of necessary riparian buffer credits
D -1a. Specifically describe measures taken to avoid or minimize the propose impacts in designing the
rp oiect
Proposed slopes have been designed at a 2 1 in areas adjacent to the wetland impacts to minimize
additional impacts associated with Phase I of the proposed development
An approximate 30 acre parcel has been purchased down - gradient in the site's watershed, which allows
the site to off -set the proposed Build -Upon Area (BUA) of the proposed site development This parcel
will remain in a protected easement, which not only off sets the calculated ,BUA of the, site but also
benefits down - gradient waterbodies within the site watershed Thus, any potential jurisdictional
features located on the approximate 30 acre parcel could not be impacted by any future development of
this 30 acre tract
Due to the very specific requirements of retail users, the characteristics of this property uniquely
provide the location requirements that are not available otherwise Over the span of the last 24
months, the developer has continually surveyed this submarket for alternate sites However, retailers
and restaurants do not consider real estate to be fungible, as basic parameters, such as proximity to
other retailers, proximity to major thoroughfares, such as interstate highways, site visibility and access,
as well as, traffic flows, and volumes, are not replicable even within a distance less than one quarter of a
mile Alternative properties to this site are either not available or do not meet the requirements to
establish, the alternative property as a viable development option The developer considered and
presented alternate locations on the north side of 1 -40 at Guilford College Road, on the west side of 1 -73
along Wendover Avenue, and on the south side of Wendover Avenue on Bridford Parkway to potential
tenants However, these locations did n"ot meet the criteria parameters for this development As an
example, the change in traffic pattern and volume is a critical variable in the site assessment models
utilities to determine the,financial feasibility to generate sales, and none of those locations provided the
suitable alternative Fundamentally, in a smaller market such as Greensboro, suitable pockets for
national retailer expansion,are geographically limited This along with the critical acreage requirement
to assemble a project that allows for synergistic co- tenancy and the visibility corridor from a major
thoroughfare, such as Wendover Avenue, eliminates other evaluated alternative locations, thus making
the proposed site the preferred alternative for development
The,stormwater pond has been designed in non - jurisdictional areas of the site The stor,mwater pond
has been designed to treat 90% total suspended solids, preventing sediment discharge from impervious
surfaces that will be constructed on the site A pump- around system has been designed that,will use a

coffer dam Although a temporary impact, the system will prevent sediment from entering
down - gradient portions of the streamsdurmg culvert installation
The stream on the eastern portion of the site has been impacted by stormwater runoff and the
hydrology 'has been altered by an up- gradient retention pond Various debris has accumulated in
reaches of the stream due to up- gradient development The stream and associated wetland have
minimal aquatic habitat The'location of'the site is imperative to its success and value Relocation of
the proposed shopping center to a less impacted green -field site in a less developed area is not a
practical alternative and will have greater environmental impacts and likely impact more streams,
buffers and wetlands The expansion has been designed in a manner to avoid unnecessary impacts to
green -field sites
D -1b. Specifically describe measures taken to avoid or minimize the propose impacts through
construction techniques
The clearing limits of the proposed project will be staked prior to clearing (including the impact limits of
the streams and wetlands) Prior to grading, silt fence will be installed to prevent runoff from entering
nearby streams During culvert installation, coffer dams will be placed on the up- gradient ends of the
culverts and water will be pumped around Following installation, the coffer dams will be removed
and water will be redirected into the culvert The,graded areas on the site will be seeded and matted
immediately following site grading activities Additional best management practices will be
implemented
E - 2a. Additional Stormwater Information
The stormwater pond has been designed to treat 90% total suspended solids The pond has been sized
to also treat stormwater from the 2 94 acre portion of the site that is platted for future building
development
F - 5d. Endangered Species Information
PEI reviewed the Natural Heritage Database to determine if federally protected threatened and
endangered species have been documented on the Greensboro, NC Quadrangle (the quadrangle that
contains the site) and the Guilford, NC Quadrangle (the quadrangle that borders the site quadrangle to
the west) The bald eagle has been identified on the Guilford, NC Quadrangle The bald eagle is
federally protected under the Bald and Golden eagle Protection Act We did not observe this species
or suitable habitat for this species on or near the,site
F - 6b. Essential Fish-Habitat
The streams on the site have not been designated as trout waters Federally protected endangered
and threatened fish species have not been documented for the site quadrangle or the quadrangle that
borders the site to the west The streams are located in a developed area of Greensboro The
streams are separated from down - gradient streams by a culvert network (including those immediately
down - gradient beneath West Wendover Avenue)
F - 7b. Historic or Prehistoric Cultural Resources

The site contains residences and wooded land PEI consulted the NCSHPO web site to determine if
there are mapped historic cultural resources on the site or adjacent properties Mapped properties
were not'+dentif+ed on the site or•adjacent properties (Screen -shot included below)
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North Carolina Secretary of State
Account Login Register
Page 1 of 1
Nnrth Carnlina
Elaine 1-. Marshall DEPARTMENT VF THE
Secretary SECRETARY OF STATE
PO Box 29622 Raleigi, NC 27626-0622 (919)807 -2000
Date: 7/15/2014
Click here to:
View Document Filings
PC, PLLC, LP and Non - Profit entities are not required to file annual reports.
Corporation Names
Name Name Type
NC HDC- WENDOVER- LEGAL
GREENSBORO PARTNERS, LP
Limited Partnerships Information
SOSID:
1390029
Status:
Current- Active
Effective Date:
7/15/2014
Citizenship:
DOMESTIC
State of Inc.:
NC
Duration:
PERPETUAL
Registered Agent
Agent Name:
Office Address:
Mailing Address:
Principal Office
Office Address:
Mailing Address:
Officers /Company Officials
STALEY, ROBERT BRADLEY
1000 PARK 40 PLAZA
SUITE 350
DURHAM NC 27713
1000 PARK 40 PLAZA
SUITE 350
DURHAM NC 27713
NO ADDRESS
1[i _-IngW &9
This website is provided to the public as a part of the Secretary of State Knowledge Base (SOSKB) system. Version:
3617
� L5� L511�1*f� i� i�tl
JUL l_ 6 2014
FZ 13 )AUT`
http: / /www. secretary. state. nc. us / corporations /Corp.aspx ?Pitemld= 10565763 7/15/2014

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
This Assignment of Purchase and Sale Agreement ( "Assignment ") is made and entered
into effective as of July 15, 2014, by and between THE RAIDEN GROUP LLC, a Texas limited
liability company ( "Assignor'), and HDC- WENDOVER- GREENSBORO PARTNERS LP, a
North Carolina limited partnership ("Assignee').
Reference is made to that certain Purchase and Sale Agreement dated effective
March 22, 2013, executed by James O. Durham, an individual, and Jane M. Durham, an individual,
collectively as Seller, and by Assignor, as Purchaser, (as amended, modified, restated or
supplemented from time to time, the "Agreement ").
For and in consideration of the covenants contained in this Assignment and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor hereby assigns to Assignee all of Assignor's right, title, and interest in and to the
Agreement and the Earnest Money thereunder. Assignee hereby accepts such assignment and
assumes all obligations of Assignor under the Agreement.
EXECUTED effective as of the date first above written.
ASSIGNOR:
THE RAIDEN GROUP LLC,
a Texas limited liability company
By: �Q
Kiavash Kasravi, Manager
ASSIGNEE:
HDC- WENDOVER- GREENSBORO PARTNERS LP,
a North Carolina limited partnership
By: HDC -NC GP LLC,
a North Carolina limited liability company,
R its general partner
` B The Raiden Group LLC,
JUL 1 � 2014 y� p
= a Texas limited liability company,
D rye - WATEY - �i:JXUi its Managing Member
Wands & 9tormwr's,, 1:rwncn 1
By: C'•—�
Kiavash Kasravi, Manager
1 1260 -006
321298.2

ASSIGNMENT OF PURCHASE AND SALE AGREEMENT
This Assignment of Purchase and Sale Agreement ( "Assignment ") is made and entered
into effective as of Julyl 5, 2014, by and between THE RAIDEN GROUP LLC, a Texas limited
liability company ( "Assignor "), and HDC- WENDOVER- GREENSBORO PARTNERS LP, a
North Carolina limited partnership ( "Assignee ").
Reference is made to that certain Purchase and Sale Agreement dated effective
March 6, 2013, executed by The James N. Farr Trust u/a/d April 12, 1999, as Seller, and by
Assignor, as Purchaser, (as amended, modified, restated or supplemented from time to time, the
"Agreement').
For and in consideration of the covenants contained in this Assignment and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor hereby assigns to Assignee all of Assignor's right, title, and interest in and to the
Agreement and the Earnest Money thereunder. Assignee hereby accepts such assignment and
assumes all obligations of Assignor under the Agreement.
EXECUTED effective as of the date first above written.
ASSIGNOR:
THE RAIDEN GROUP LLC,
a Texas limited liability company
By: Q.!;e
Kiavash Kasravi, Manager
ASSIGNEE:
HDC- WENDOVER- GREENSBORO PARTNERS LP,
a North Carolina limited partnership
By: HDC -NC GP LLC,
a North Carolina limited liability company,
_D r10 � , � its general partner
By: The Raiden Group LLC,
(
JUL 1 6 2014 a Texas limited liability company,
E its Managing Member
o "R- - wr7 KR —C
4YOtle�ns�,s Sto &arch By:
Kiavash Kasravi, Manager
11260 -006
321298.2

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (Commercial)
THIS AGREEMENT, including any and all addenda attached hereto ( "Agreement "), is by and between The Ralden Group, LLC, a
Texas limited liability company ( "Buyer "), and .lames O. Durham, an individual and Jane M. Durham, an individual (collectively
"Scl ler").
FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH IIEREIN AND OTHER GOOD AND
VALUABLE CONSIDERATION, -]'HE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED. TIIF
PARTIES I IF.RETO AGREE AS FOLLOWS:
Section 1. Terms and Definitions: The terms listed below shall have the respective meaning given them as set forth adjacent to each
teen.
(a) "Property ": (Address) 4528 W. Wendover Avenue, Circensboro, NC, (For information purposes: (i) the tax parcel number
of the Property is: 0151172; and, (ii) some or all of fhe Property, consisting of approximately 4.75 acres, is described in Decd"'
Book 2845, Page 0613, Guilford County Registry) together with all buildings and improvements thereon and all lixtures ani(�i
�Ci a urtenances thereto lard all personal property, if any, itemized on Exhibit A. s' r %A 1 U
„,T c, (t)) "Purchase Price" shall mean the sum o 17 3
7 2 -! r
Lot payable on the following ing fernm
(i) "Earnest Money" shall mean an initial deposit with NAI Piedmont Trind of
The Eamcst Money will be applied as part payment of the Purchase Price of the Property at Closing, or
1(`yt1S'J // disbursed as agreed upon herein.
❑ ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE
PLACED IN AN INTEREST BEARING TRUST ACCOUNT, AND: (clrec•k ortly ONF. bov)
■ ANY INTEREST EARNED THEREON SHALL BE APPLIED AS PART PAYMENT OF
THE PURCHASE PRICE OF THE PROPERTY AT CLOSING, OR DISBURSED AS AGREED
UPON UNDER THE PROVISIONS OF SECTION 10 HEREIN. (Buyer's TAxpayer Identification
Number 1s: El NN 46. 0694829)
O ANY INTEREST EARNED THEREON SHALL, BELONG TO THE ACCOUNT HOLDER
IN CONSIDERATION OF THE EXPENSES INCURRED BY MAINTAINING SUCH ACCOUNT
AND RECORDS ASSOCIATED THEREWITH.
(ii) Cash, balance of Purchase Price, at Closing in the amount of
1► Dollars.
i r (c) " losin " shall mean the date and time of recording of the deed.
tiller the expiration of the Approvals Period.
(d) "Contract Date" means the dale this Agreement has been fully executed by both Buyer and Seller.
(e) "Examination Period" shall mean the period beginning on the Contract Date and extending through 5:00
p.m. (Eastern time) on the 1201h day thercaller.
(t) "Atrnrovals Period" shall mean the period beginning on the Contract Date and extending through 5:00
p.m. (Easicm time) on the 2701h day thereafter, the approval period may be extended at the request of the
buyer so long as the buyer is proceeding diligently with the approvals needed 1'or the intended use of the
/hA property. Buyer shall be deemed to have proceeded diligently by having engaged legal counsel to obtain
y"d i the approvals and having ncied on the governmental request in a timely manner.
"Brokerisr, shall mean:
a
NAP Piedmont Triad ("Listing Agency "), hobble Perkins ( "Listing Agent" — License 1155007). Broker shall be paid
' by Buycr per separate agreement.
Acting as: ■ Seller's Agent; ❑ Dual Agent
D
r
Ji III. 1 4 2014
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+(hj; " Seller' s, Notte�" Addr "ess "_`shalilfiees;foilows:
i xcgpi'as same may bo cheriged pur'sunitt to SectioW12.,
(i)` ; "Bover'sNotice Address' shall;be as'follows.
,clo Kay4Kasravi or 'JudsoriMarlin
42119 Pe Ic6rooi,Drive'
. -_.
! FI oustom, yT X;77,024'
wtimeilc'kkesiavi cr ltieraidengrotip.c'oin`and,
jniarlinRtherald'ent3rouiicom `
,except as'sarneinay,,be changed,pursitsint WSection.12.
Section 23Sale off-Property, and 'Ptiyident hoi'Purcbase!P,Nce: Seller agrees ta,`s - and "'Bu'ye"r agree"s,16buy thc`111600 ty,for life,
Purchase Price.
Section ^3: `Pi o'6i tion-of�Eicpenses,apd_ Pa---& Hof Costs- Seller and,Buyeragree iiutt;all property taxes (on, Wcalenddr year basis),,
lease§, rents;rmortgoge, payments end utilitie "s or`any`otlier tusumed ^liabditios as;detdf1ed,on „attached ExMbit B, if any;,shall'te,
1-1 prorated as�of the date of Closing: Seller, shall,pay,for- preparation of©1dced and all otlier}docunie is necess_a'ry'to_perfomilalcr's'
+,s +> r 3 S- � 1dr_ - ti”' .%. r.,.i +.
obligations under 'this tAgreement; e:ccise,tax (rcvenue�stemps),,any deferred °orirollback'tazes,nafi&other conveyance:.fees or,iaaes
requited by Inty ,'andthe "Toiloivirig:'None.,
Buyer'sh'sll p_j4e or" "dins cos "ts, c`osls of'any °title search,'tiilo lnsuraace,,s,iney, the cost of`eny inspections'- or °lnvestigutions�
undertakenbjbuyer ufider this Agreement?and'the following: None.
Eai h;party,shall pay its &vri ettomey'Is fees
Seition•4.- Deliveries': Seller, ,agrees,t`o,usc,rea "sonable offorts to deliver to buyer41lhl 30 days after. llid ontraol =bate copies of ell
mfo ° °rmation °-eluting to the Property,in possessfon'of Or oValiatilc tO Selicr ,including tint not limited ;to:,litic;irisurancepoltciM' surveys
�und,copiesofaU prersenily;effeciive,�vanamics or service 6ntracts ,related„to:,the,Property. Se11erlauthorjzes (1) any, attomey'presently
or previousIy,representing Seller to release and disclose,iny; tittle'tnsumnce poIicy`, Iiiiuch attonicy, ,-s filetto Buy",er and both Buyer's and
Sellerstragenis and atiorneys;1and (2),the,Pr6perty3s title insurer -or itslagent,to,rclea'se and,disclose;all mnterlals tn;ttie Property's;titic
uinsurees (or title insur_eii,agent's),file to'Buyer aril both Buyers and Sellces`agents and attorneys. ff,Buycr does not consummate the
Closing`for'any n"�son otlief thanSeller defaull,rtFieniBuyet shall'retum to`Selter all matlerials delivered 6y Seller to Buyer pursuant to this.
Section f any, and shall, upon_Sellei's;requtt „provide to Seller,eopies of (subjecistoFt}ie ownership end;copyriglii� interests of the
Y”- t
pr eparer theroo� any end �ll'slucGes; reports, surveys and other information�re_I'aiing directly to thejl'roperty, prepared;byror` at the request
of Buyer, its employees and °agents, and slmll,dehver to Seller; upon the release,of the Gamest Money „copies, of all o_f the foregoing
without any warranty or representation'byBuyer as tothe oonI nis, accuracy nr corr ness thereof.'< -
Section S. ;Evidence o[ Title: Seller,
agreesio convey' fee,simple title to the Propertyjree,and'clearof all liens;: ricumbrances,and
P ;defects of titlezother tltDn ;(a) zoning ordinances at%cting IIio;Pioperty, (b) leases (if applic5blc) an8,(c);matteis ofrecord exrsling,et
the Contrad Date,that�are'rio1 objected lo'tiy Buyer.prior to the citd of tlie'F.xemiitntion Period'( 'Permitted Faccepirons'.'); provided That
,Seller shall be required to,salisf atror prior'to ,Closing anywoluniari,enournbrances that may be satisfied by the ;payriienilol a fixed
sum of moriey,t uchias deeds of trust;�mortgages orstatutory liens. Selter„shall not eritcr,into or record ;any in trumeni that affects the
Property (orfany�personal! property, listed oniEx1i1f5It�A) aflerthe Contract Date' without ^tl►e'prio'r written conseniof Buyer, which
consent's'holi,anot'be unre nably,withhcld�, conditioned or delayed.,ProAdcd,;if Buyer shall not provide,Qfe'n notice of its
iiisapprova! of any such Instruiiierif� "vitliin,five'days "oi aoticc thereof from Seller; Buyer shall be deemed to have consented'ihereto.
� j_+IFi , 7r•N �.itr <

Section,6. Conditlorik .-ThiskAgre`enientiand thc,rights`and obligntions'of the Ortics under this Agnesment,erchereby made cxpres"sly,
conditioned upon,fuif Iiment (oi %vetoer by.i3uyer, %rhether,exphcit oryimplied) of ih'e,'eoilo%y ng conditions.
,(a) ;-TltteiEzamidntron: Duiing'tho,Examinotion,,Period; Buyerr'shall;,at Buyer's' expense;~ cause'a�titleFexamination,to;be
made of the Property:;tln;lhe event`that�such title examinatiowshall show't'hal Seller's'litk,is not7ewsimple morkctablc and nsyiatile,
subjeci'orily,to Peimilted Ezceptioii's; llicnyBuyer she 1,promptly notify.Seller in;wriling ofaU sueH'title'defects and exceptions,,in no,
case later than,lhe end of lbe,Bxamination ;Period,'anddd Seller'sha8 hove 30 days to cure'said;noticedzdAccts: If Seller fails ornrefiasrs io
cure the °defeetsorfobj ions= wilhin,sard 30`= day,penod, Buyer shall,hav_e'a period of twenty one;da�ys io,elect wh6tti r itwillx(i)'
iemnnite;thfs;Agreeriieni;Q t ritlen`notioe,to 3cller, of (ii) Wile any,'Ajeclions not'cii byWlpr and °proceedito,Closing If Buyer
elects,to terminote,this Agreement,+thc�Eornest_Money will be rrccturnid to Buyer, Huyerr's thilurc ewpolify,' ller of , is election during
said five day period`'shalRlie $ eemed en,eleclion torwaive uny;uncured oblectiona and proceed to Closing. if [iuye isllo pu�cliase Vile;
r► stiranco ,.tliertrisurinS,company rriusl,be licensed to'do`birslnessrin theswte m whtchtthe,propertyis :located_: Tttle,`to`the,Propertyi
in st;be,insurablt at;regular rates, +atibject only, „to standard {exceptions and t'ermilted'Exceptions.'
wear an
Closing”
account
(c) 1110 iecti
hours, shall'have'Ihe ii
buyei sliail not, ondu_
taekaminalions, soilbo
,,repak,any damage to t
'uiireasoiiatilyfinterfire
e}tbrls,Wdriderteke on
,any, tenants of iany,, enti
B'uyc� st all'provideAo
o`r,oihcr agreeinents,afl
o&P, Buycr,ats ngcotsior,iepresi:ntatives„ et „Buyer's experiseiari&i1l seasonable'limes , dunng;normal.busincss
ght`to enter, upontthe Property for the purpose,oGrnspecting, examining, and surveying lhe,Property;, provided,
{.' h t ^J 'df3:i1 i ing 1d s ^ �1 1_sf FM''.-.e
ct ;any'inuusive'testing"�vilhoui S ller's,prioP.wrdten consent Buyer shall conduct�all;sucli on- shb,inspea ons,
ring,iind;otliei,testing„,timber cruises ;,and'surveying;of +the,Property in�a good, end ',k ±brkmanlike;mariier,,,shall
bill 'roperly,caused'by'Buyer's-em_ry and,on- sitclifspeeCwns aod'shall "conduct,same in a manner ha "t;does,not
nrelaleil,dir"eatly tostliorP
and-maintenance' of ilhe
tenent,tlierein)Wnless re,
ants,=lenders ,and'otlier,
uyer; assumes allyespons
es to indemnify and;hoid
the Closing or earlier le
.ny = - - ,i, L -
the Ezainination�,,Fnod to-ipe''ifoim`lheraiiiiye _TT
TME'PROPERTkYjQR ANY',RBASON Ott N
PRIOR'TO'THE ,EXIPIRATION 'OF THE SEX
AND�BUYER SHALL RECEIVE ArRETURN
termination to Seiler, the °Earnest Money,sliall be
feilure,lo oblitin'tlie approvals_ desciibea;imSectior
it's bu`siness,is openxto,tiie public and stiali,give prior notie:a;to,
�the,purpose,of condueting'inspections. ; Upon: Sellers request,
r zr r t_ x
Buyer ihall also have a right;lo review and4nspect'all contracts
hill bel(intiiled to revle%%such-bookscand,recosds otSclle> that
vldid however, iholtuyer 'shall not disclose any - information,
;andtlic samesliall'be regariied;as confidential,toany peison„
idvisoM, h which ease_Buyq,;Aall obtain ,theif,'ogreementyto;
acts of itsplfi9ts agents or representatives in exercising,its rights
:ss;fromrany damages resulting therefrom.This,indei; if61ion
Ais,Agreement. Buyer4sliall, atBuyer ,,'sexpcn"se;'proomptly,repair
ns Buyer - shall, have, from, the 'Contract -Datettiroug& the ,end of
is end,testtng AIF- .BUVER,CHOOSES;NOT TO PURCHASE
PROVIDES WRITTEN NOTICEhTO<<SELLEWTHEREOF
;IOD, THEN, THIS AGREEMENT.,SHALL�TERMINA;TE;
'i MONEY. Shoild'Buycr fail'taso provide;wntten ,'notice of
iyer, oxcept,in the,event,oPa- ,defauh,by,Selhx hereunder.or the
,(d)` Approvals: During the Approvals Period, Buyer.,shall' diligenilyapursue ;the,rezoning,of or,such other approvals for, the
,properly Wpermit the,ase (tiereofasla'retail "shoppiiig centefy(collectively;'tFie "Approval's_ "):,Buyer-agrees lofile such rezoning and
other applications for the App wilhtll necessary, authorities,°on , or' - gre,the expiration of the'E>,aminalionhPertod' To =the
extent thel andowner must %parts ipatc m the;Approvals p;; ei �Selier will cooperate reasonably ^with Buyer. Provided, ©uyer,shaH be
responsible for all costsm connecttori wilh,pursuing and obtaining the Approvals !f; "prior to the e'x'piration of the Approyals,P`eriod;
i3uyer_ls unable fo otitein the Approvals, Buyer,may terminate this`Agreenient,by written, notice to;Sellc %ivithm five days fic644and
receive a,rcturn of the tint mo'ney:�
Section '7.,Leases:, Seller affirmatively represents'and'warrants that'there are no Svritten lcase_s affecting,the Property.
Section 8. Environmental: Seller represents difil,waftatits thal;,ei,cept.as,disclosed to-Bu`yei', it,has no actual knowledg'e,of the
iesence or disposal,, except as in,accordance with a liesble law, tviihin'ihc,buildin of•`ori,the,Pro " rt"of 142irdous`or toxic waste,
p ; ;pis W, .. Pp _ ! pe Y A
or, substances; -which are defined as those substances, materials, and wastes, including,'btit not limited `to; those substances, materials
and, +rostesjiitcd in the, UnitedtStaies,Departnient of Transporlation`}taiardou`s tvtelerials'Table (49�CFR Part- 172.101);o_r.by, -the
Environmental ,Protection Agency ,as `ha; ard6us subsidnces;(40 CfR Port 302 4) "and, amendments,',thercto „or, ;; such substances,,
niutcrials nrid,tvastcs, which are or become,regulated under any applicabte,local state or federal law, including; %%, thout°limiiation „any
material; waste or substance which is (i) pelroleurit, (ii)ias6cstos,,,( iii) polychlorinated biplienyls,'(iv) designatW,ai .,'Hazardous
Stibstancc pursuant "to Scdion,3,l l;of the Clean Water Act of 1977'(33 U.S:C 1z1321);0� listed pursuant to Section 307 of,fiieACleon
3

tcsdtn ce; ConseivaUon'and
101 of- the,Compr hensive
> actual
kno }vtedgof any,,
ris s
-section, 9: Risk of Loss/Damage/Repair: Until' Closing, the risk of loss or damogc'ti? Pro _ y,:eacept,as othenvise;proyided
iiercio, shall be t�ornc by Shcer. Ezccpt as to maintaining ttie iroperty in+i4ssame condltloe� Seller_ shall. Have +no iesponsibiliry}for`Itie
rcpiiii ofthe'Propibrty; including an`y,improvemoiils._
10.- Earnest,Money Distiairseritent: In -the evenflhnl any�ofihe conditions "hereto "ane'not satisfied; or` in tie event of a Breach
greemcnt' by,3eller, Mien the 1?amestMonpy :shall be r etumed'to Buyer or Buyerimay, elcci'to seek",,specrf c performance" as a
Vflllie�cvent''this offer is accepted find Buyerb`maches this, Agreenent, thANfi6 Ea;n i Mon"ey�sliell lio�forfeited r, as
sole and exclusive - remedy. NOft -' In 1he'event of a di'spute"66iweeen Seller and 13_uyer over the return or =forfeiture,of Earnest
field in escrow by a licensed reahastate.broker; rho broker is required by state law�to,retain said EtirnesyMdney,'in its trust or
'24'1' v _ f"
iccount untitrit has °obtained`a wiiften ietease +from the parties corisenUng =toFits "di §postUomor, until disbiuseme`is ordered by,
�1'competent,jurlsdi'Ilion,,or- alternatively „tFieiparty+holding lhe•Eemesl Money, >m_aysdePooit the disputed; monies with' tire,
me cle`tic ofcourfin,accordancewith the provisions`oW.C.C.S.493A
Section I l'. = Adjacent Properties: ';Seiler fackuowledgcs,,that the,,Buycr "i_s attempting to purchase- cotitiguous properties,
simultaneously with this contract: )f Buyer.is'urintile to controcl to pu�cfiase tlic contiguous properties desired~�vitliin 120 days; which
rnmcides with ttie +Ei�aniinatinn Penod; Huycr” "may cancel this Conlitiet and Itie eamial niem i, shall be ieiumed
Section OXIbAng; -At Closing, Seller.shall deliver io Buyer i special %varrartty'deed end chief documents cusioinarily 4eetitcid,o�-
delivered`by>a'selter In''siinila� transiictions,=ineludmg without limitation;- ii,bill`of sale fob slay, °peisorralty WIw1"on.Eihltiq A',,d-w
date to achieve;this c
rnx,.. -.. n' ^Fyr nx
'short term` lease afire
Cor tsrt$:0e uf0
or'sticti otheeo ace
Seller- acknowl`edg
to
is
agrees ,to e
%Secfloo I3 ' N Unfess,othenvise provided`hereiry all notices and other communications 4vhich mayNbe`orrare required)tonbe
}given or mstdc'by'any party'to;the other in conneeiiomherewith shall "bedn writing "and shall be deemed to hstve'bcentproperly'given
;and fecelved'On the date delivered in ',person; +via alt ctroniciilly by erne 1, or deposited in`tFie'United States mail; iegistered`o'r certified,
return receipt requested; touhe addresses;seb "out imSecliona(h) its to Sellet and in Section 1(!) alto. BUyer,`or'iat'such _othei,addresses
`as speciffed'b`y written nonce delivered in" acooidance herewith
`Section A;' Entire Agreement: ?his,,Agreement constitutes the sole,and entire iagrcemenu'among the parties '_hereto and Ono
tinodifcation ofthis Agreement shall'be binding;unless'in writing aitd signed by all'parties,hereto:
lSectlon I$. Eniorceatiillty:, ThisrAgreement shall beconwa contract tvhcn a signed by,- both;B`uy r and.Sellcr and such sighing "'is
'c`ommunicated to both patties; it,9being; expressly`, agreed that - the notice described in 3ecti`on 12 its niit •requiia for effective
commwicatibn %for the:purposesof this Sectton'14. This Agreement shall be binding upon and inure to thc`biieefit'oflhe parlies,'thcir
ligirs; ^sugcessors and assigns and their personal representatives.
Seelion, 1e. Aaverse4nformation and'Coippliance witli-Laws:
'(6)-,SelleiA6bwlijd Sellir,lias'no actual knoCvledge of (i) conde r�tation(3) affqcting or contemplated "with respect to the
Property ; ^(ii) acuonsssuils or proceedings;pending'or" threatened °against the ^Propeity, (uI)�changescontanipleted "m arry'appllcatile
laws; oidinance's o'r restnclion s_afTecting the Propetty;,or "(t�v).governmenlal spcetal assessments; eilker'pendmgor confirmed; foF
sidewalkpavin`g „Cvatii�, ststier; or,other %irnpnovements on or,adj oimng the Property, aiid no pending or confirmed o��ncrs''associalion
special assessments; except -as follows (Insert ” None' or'the identilication,of anywatters relating to (t) through (tv) above; tf ally)
one
Noie:`For`'puiposes of ttiisAgreement -,a'" "confirmed" special assessment isidefined as an, assessment that has''been approvcdlby,,
govemin6tal' agencylor =an,owners' "association fo"r,the purpose(s),staled, whether or not, it is Billy payable at,'time of closing. A
pending_ special assessment,ii, 'inid as an assessmentthat is under"formal consideration bya`,govi mmg body. Sellers�liiili;pay all'
owners' °esticto Ion is`scssments and,a i,governmental, assessments °confirmed as;ofthe,iime of Closing, if uny, and Buye�shall teko
tltie,sub�ecuto all +pending assessments disclosed -by any
Seller rcpiesents that the regulslr, owners' association dues, I any, are N /A`
4

� f
affecting the
ilia, imtwsilio
/instrument to.%vhiew'Setier,is,a
I r legal'or admin sstrative procee
csult in any such-action, suitlor2of
'Seetion'17. Buyer's R�0esenteHona and Warranlles:
',undersaoy
re no least
(b),', Oreanlzatlo`n:; Buyer Is'duly fonrncd,Jvatidly exisiing,andsif apphj blc; in good siandingo-undei,theJaiirs ofithc `state of
- �1 _
its organizatioit,'and ; is or'.will be by Closing,duly; qua lified to tians"act businm an d,,if appli'cii1:41 4n good standing in thoxst6le in
which the ''eropertyis'situated.
(b),Autharity /Consent: oBbyer,possesscs. all �rcg6isiteppmivr,,and 'autl►ority,, liras taken ;all actions required by Its
organiiaiional'dodume`nts andlapplicable'iaw; and,has,obtamed'all necessary,consenis,;to execute and'deliver this„'Agreement and to
coristimmate,the Transactions conscmplatedIni this_'Xg `meet: haWiad ;Idual executing Ih A_greenient on',4idhalf U'Buyer
,represcriis and',warrarits toJW16 ihat'1ie is'dulyauihorizei4io do so:;
;(cj No'ProlribitetPersons: ,Nehli, `uycr nor anyfof its oMcers, directors,;panners,5members pAtiiliales or shareholders rs
a person or,entitys (i)/That i§ listed'in the Aanez to, oris othenvi`sc ubject�to thePmvtsrons oFE , 3224; (H) whosWriame appears on
OFAgs,nioiieerrent list of "Specifr�Ily3Designated Natioiuil,ond Blocked Persons, " +`(wliicli lishmay', be published,from`tintejd time
in various mediums °iriclutiing,'but not limiteclao, the ''OFAC.welisite; http; ����nv .ireas.gov %facltl`Isdn.pd>); (iii) %A' o commits,
threatens;to commit,or „supports "terrorism ". as
at term iwdet3imdiin fi013224; arf(iv)ytvho is,olhenvise dlyiliated with any entity or
_ - _ - _ _ - _ ..- _
4 E/
'Se61fonA8.,Sellei1s Representations and Warrandis: ln'the evenf(ha[•a Trustec,,is executing�this /contract, the,frustee,undevihe
Trusl,,oarOdas seller`treiein'hi s the "autbbrity`,,to'ente`iim to; this p eo F
`' contract �A�Cortlticetiori� ;of,Trust�shall �_ r'e ar`cilrand�reco`ded;willir
the Guilford /Counly;Rogister of Dceds, per" NCGS ScctionE3bC- 10- 1013'evidencing the auihority,to entci.Jn to titis,contraet and
execute the Deed.
Sectloy iCSurv;val,o(jRepr'esentations and,Warranfles uAll representatlonsswarranfies; covenants and_,agreemonts made,'by "lice
pafiies hereto shall aurvivc the Closing and;delivery of tho'decd fot'a period ofsix,moniis.
§iiti6n10.: Applicable, Law: This;Agreement ', shall be eonstrucd under;the,latvs of the =_siatcrin which,lhe,Property, is;_joc_at�_: Tiirs,
krm,has only-,i ei spproved for use in'Noirth C�+rolinav
5ecdon 2 "linmeni: This'Coritract- maybe aWgned,iy Buyerjo,anA'iliaie, or commonly owned enii�ty °and „any such
issignmcnt shall> relieve ,Buyer;oflinbihry'for.thc perfomionco °of 8tiyer's obLgatioris- undc`r,Itirs ract to lheiexient�of such;
assignment: This Contract may not be assigned by;Seller;
Sectl on: 22., Tei- Deferred`.Eicliti'nge:+ In, the, e'venifBuyer,oi Seller deslialo effect `s iai- defeired'azchange in, conneg ion, %kfiihe,
`convey ance,oLthe,Property; Buyer;and,Seller agree to coaperatc'm effecting such'exchnngo;; provided, lio��ever,•,tliut the exchanging
party, sha11'bc responsnblc'for. all sdditfOnal,00sts associated mlh,such exchange, and provided Rirtfiey that a „non,- exchanging,party
'shall n t H4 if
o ssume additional liability ninth re§pectwlo su "ch tax= defern d exchange: Sellertend =Fa "yer;sh'sllYexeoule such' additional
documentsxavno cost to the non - exchanging party,,as shall be required to give effect to'this provision"
Section 23.E Authority: EachAgnatory�to, this, Agrecmimt repiescnts -- and %v&rarits -that he.;or'sFi6 fKas full, authoiyty'io Min, this
Agreement and such instrumenls,as may =be necessary, ,to effectuate -any transactionEoontennplited,by, this Agreementlon;behnilf of the
.t -z
'partyFfor wliom'he or,slie'signs and that his oAcusrgnature brnds`such patty:
'Sectloa`24. Brokers: Except as expressly provided herein Buyer and Sellerrogrec,to_in4emnify,and hold each,other harmiess'from
anj and all claims '.ofcb"rokers,,donsrihants'or realses't le`/agcnts byj through of >under'the;iademnifying party. for, fees or commissions
;arising out of the sale'of the Property to'Buyer. 'Buyer and Selie�arepresent ;arid'w5irant4o.each othcr,tFiat:z(i) except +as to the Brokers
= designated,undu Section I(g),of /his4Agtecment, they have not employed nor engaged any, brokers, consultants or real estate agents to
be involves in�ihis?tiansaction 'andj(tFiat a compensatiop oPthe Biokers�is cstatihshed by and;stiall be governed'tiyxsepuiate
agreements entered into as amongst the Brokers; the brayer and/or life Seller.
Sedtion,2S: Time of the-Essence: Time,'U of life, essencOwith,regard,to the obligations of;lhe,parties hereunder; unless,othenvnse
extended herein

r ' 1•
&e lion 26 Asrls: Closing -shall constitute Auyer's ^'confirmation tha[' it has �examincd; inspected a» d'•invcsiiS4f,,•dAo the ftill-
s`attstuction ofr$uyer „the physiciilnahtrc and eotiddion af{ the, Property ,incladm'gywitliout;litiutalion iill "envuonnienti►I:nia "ttcrs�tind liar
rodejien`denll }', „'iovcstigated, attalyzc�,`a_n`d nppraised;the' Gal }io dad profitnbilit3h,4,tlic pf opc” rty,,'Buyer,ackrunvleilgesetbai; except asy
may' lie,fpiov�dt'd" in the"I\greement, neither. Seiler nor any' age it, etnployce, servant or °iepresentativc of Scllcr has trade any
x'6ax +__ - ;.,_i...:. .....
matters „water; scwc� iiruilhi i ;t7lilihi , eajnerises sippliciiblc t`otitlnc'Property,',Cx stiiig or ftnure„bperations,of tlto', ffijieity'oi2any "Fotiie�
4 =
mmtter�urrthms,titl'eeUtig or�reltiting'lo th J1Fopcity,or+thefbpeialion thereof,texcepl;us spbAfidallysel forth,in Ihe:Agreement, noid'
i3uyer,'furtiieragrees io,acccoi;, a t?ropcAy "A`S IS;AND 1VITH Al YLT,PAl1L'TS;'`al tlrt Clos�ng,Y.ut %; lino ilic.c�cpress Provisions ofr
the;Agrccmcnl �Bitycr' tti executing, delis% eruig{ und, pe�furmtng 'tlterAgreementthas`'iiot;rehed upon'and "dons noi;rcly u0 j-_ nd Seller
shall nit be Itnble,ot3b6dnd,in.a y''initnncr`'by,- ,cxpress,or implied warranties; guarantics;, proniises ,FstateinctiN,ireprmiitalions or•
r nnottowrelaling1to tlic rropderty7whct'hcr madetor furnishes! by Seller or by any =agenti enipl`oyec,,.scrvnnt • or any-othcnc pcaon
re,Twntt ,ig or purporting, tofrepresent .Seller'to °whomc�cr; the "same, ;ore madc'or. given, direcllyiorkindrrectly; orally'A or �n;,�Gntmg,
unlcsss sic# iFtaamtntibs ,.guarnnues,rpromrscs, siatements,,represetitations•or information a re expressly set;,forth in lh~e Agrce$mnt:
66yer`lurt ertacknowledges and agrees" Ihatthavtng ;been;givewthe,opporlumtytwins} sect" dteLpropeitty ,,Buyer.,ts;relym"g,solely on'tts'
ot�nlinvcsttgatioti ofitlic`pioperly'an�l+tiot;on any,'mfonnaUOn provlded,oi'16 ha provided.by seller und`agrees'to''accept,Jic prop`crty'at;
iherclosnng -And waive ell'obtcctions or plum e�agninsl seller (including, -but not hmltcd +to, nnynghtYorclaim,ofacornrihulio i) arising
from or retitled to,the-Pioperiyyor to.aiiy linz`ardous,tnatenais -uwthe Property llle 'terms at CO Ihts,parngrapti Shull'
1eepressly,'survive the'Clositig uM not merge thereto.
'SRclI61 27.f Llmlls,jsin Seller Ciiibdity. that its
rrecourse agatnvt,!W r= under -ibis Agreement or under= any,oifidr tigreement, document ,,c�ttrcatc;or.ins"trument d`elivered¢by�Seller to
ir.,.. _ , .> 1 t, - F^ _ �f ., 4 f "•
Buyer, o�;under'any lath' ap} �licuble 'to'lhe=Proper`ty+oZthts trancacticin; shall be slnclly'Inmiled ; tolSeller's,mterest inrihe Property C&
;upon consunimntionvottthe,trtt`ris ;boiioontcniplatcd hereunder; 61 ie i Et pmceeils of thesnle thereol :icttinlly> received'vy „Seller); and
ghat in;nwziwenishull Buyer,,sccktargbiain; any ^recover lrr,judgmept�obutnsl anyofSellerssothcr 'asscls "(nf : uny) or against ony'oft
Seller's,memtieesi7pariners•"or sliareliolslers,ta "s'the.eosc may bo;(or; their - constituent 'members;=}tariners,�or shnreliolders, ac the erase
may be) ar anyiftrecto ►,_o(licci,`emptoyee,ur sht; rctiolder 'of,any,of,the,foregonng� 1'
L
Sec66n.28: `Enw'ronmentnl Release: Buyer hereby i±grccs(hat;`tf iat:uny ^Umc atcrll►c Closmga Rny:,(hird patty or any�goycfnmunlal
agency Seel. ; to'tltold,l3uyer�r`gsi5unsttilc for;,llietp*s nkc of,,or aiiy'loss;,cost or`dainnge assoctatcil, tvtNi ;,HazardousrNtalc�tals'�(as
'here naller'defined) ",in, onR,,above or Beneath the,'Propert )%nr�'emanating`,iherefroi , thin ,the Rtfycr`i%•aivice:Any�rightsjt muy",'huve
'aguinst.Seller "tit connecUomliicre►vitti tiicluding;zwithout ItmtlaUon „under CF.itCLA, RCRA ani pll'similardaws i�cfcrcnced,1m§t:ctton
rs,.v a ae zr,,�9r
8'( "Lnvitniiineiilal L "aws "), "arid Nu'yct agiees,lhat itF`shaU tiot1 (t),ttnplcad,lhc4Scllcr,•(ii) brntgilcontnbutton�i ctton ti�rsmular `action
aginst"therScllcr, ur'(ttQ.altempt in;any way�to, hold; the° Scllcr, Prsponsiblc" wytl��especl ,to;nnystich`mniters The'provt5ions;bFthis
±Seclioii 26,shall survive th`c_ Closing As'used' hercm,v'I laznrdonts Materials ',shall mcamand include, but shall n6flie limited to.nny
petroleunYprosiuct ' aiid �nll�h3uird °ous cir,,toaic,subsiancc "sy��•asles or sutislances;, uny�snbstances, winch'becausewGUicir�quantlnted
cent it 'iemical or active flammabe „explosive; infectious±or otliertchar'aclensties *constitute or. may ;rcdsonablyb;� expcc(ed
tot&nsfita ;le,or,coninbiite,ioa danger or hazard to public`liealtlisnfcty dr we late or to lice cnvironmenl ncluding,,wilhnul'limitation;
mold, any,hazardous or {torte waste orsubstance`s;wlnsili arc included`under`or reguliitcd (t`vhelher.now emsting or, iemaRer enacted or
fs —,a�� �;w- ,, t'
prcitiiulgatcd, as they may tie amended froni tone to lime) by, any Gtvironmentai; U\v and an. y. egulauons`adopted'tlicreunder
IN,,\VITNESS WHEREOF, th'e, °parUcsJheretoahave erect ledthis instrument ns'gl%the`Contruct f)ate;rbcingclhe 16ter of the
ilAtesrupixaring,betow
d)UVCR: ,SELLEM,
Thc,itsiisien Group „!LL'C Bf
J nes n "Durham
f Kievash, as avi
tvtaoaging Member
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Dtitc J_ �M-Diirhatii r '
1 divn8unl,
Date

.,a
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (Commercial)
THIS AGREEMENT, including any and all addenda attached hereto ( "Agreement "), is by and between The Raiden Group, LLC, a
Texas limited liability company ( "Buyer "), and The James N. Farr Trust u/a /d April 12, 1999 ( "Seller").
FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND OTHER GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE
PARTIES HERETO AGREE AS FOLLOWS:
Section 1. Terms and Definitions: The terms listed below shall have the respective meaning given them as set forth adjacent to each
term.
(a) "Property": (Address) 4524 and 4526 W. Wendover Ave, Greensboro, NC, (For information purposes: (i) the tax parcel
numbers of the Property are: 0151152 and 0151161; and, (ii) some or all of the Property, consisting of approximately 9.7
acres, is described in Deed Book 5177, Page 664, Guilford County Registry) together with all buildings and improvements
thereon and all fixtures and appurtenances thereto and all personal property, if any, itemized on Exhibit A.
(c)
(d)
(e)
W
(g)
(h)
(b) "Purchase Price" shall mean the sum of
payable on the following terms:
(i) "Earnest Money" shall mean an initial deposit with NAI Piedmont Triad of and
no/ 100. The Earnest Money will be applied as part payment of the Purchase nce o e roperty at
Closing, or disbursed as agreed upon herein.
❑ ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE
PLACED IN AN INTEREST BEARING TRUST ACCOUNT, AND: (check only ONE box)
■ ANY INTEREST EARNED THEREON SHALL BE APPLIED AS PART PAYMENT OF
THE PURCHASE PRICE OF THE PROPERTY AT CLOSING, OR DISBURSED AS AGREED
UPON UNDER THE PROVISIONS OF SECTION 10 HEREIN. (Buyer's Taxpayer Identification
Number is: EIN# 46- 0694829)
❑ ANY INTEREST EARNED THEREON SHALL BELONG TO THE ACCOUNT HOLDER
IN CONSIDERATION OF THE EXPENSES INCURRED BY MAINTAINING SUCH ACCOUNT
AND RECORDS ASSOCIATED THEREWITH.
(ii) Cash, balance of Purchase Price, at Closing in the amount
No /100 Dollars.
"Closing" shall mean the date and time of recording of the deed.
after the expiration of the Approvals Period.
"Contract Date" means the date this Agreement has been fully executed by both Buyer and Seller.
"Examination Period" shall mean the period beginning on the Contract Date and extending through 5:00
p.m. (Eastern time) on the 120th day thereafter.
"Approvals Period" shall mean the period beginning on the Contract Date and extending through 5:00
p.m. (Eastern time) on the 270th day thereafter. The Approvals Period may be extended with the agreement
of both parties.
"Broker(s)" shall mean:
NAI Piedmont Triad ( "Listing Agency "), Robbie Perkins ( "Listing Agent" — License #, 0071
Acting as: ■ Seller's Agent; ❑ Dual Agent
"Seller's Notice Address" shall be as follows:
c/o Robbie Perkins, NAT Piedmont Triad, 101 W. Friendly Avenue, Suite 601,
Email: [e-mail]
with a copy to:
D

Schell Bray PLLC
Atm Michael H Godwm
230 N Elm St., Ste 1500
Greensboro, NC 27.401
Email meodwmnaschellbrav coin
except,as same may be changed pursuant to Section 12
(i) "Buyer's Notice Address ",sball be a&follows
c/o Judson J. Martin and Key Kasravi
12,119 Pebblebrook Drive
Houston, TX 77024
Email ,Iudmartinl(cilgmail com„ [e-mail]
except a&same may be changed pursuant to, Section 12
Section 2. Sale of Property and Payment ,of Purchase Price: Seller agrees to sell and Buyer agrees to buy the' Property for the
Purchase Price
Section 3., Proration of Expenses and Payment of Costs: Seller,and Buyer ,agree that, all ,property ,taxes ,(on,a, calendar`year basis),
leases, rents, mortgage payments dnd utilities or any other assumed liabilities as detailed` on attached Exhibit B, if any, shall tie
prorated as of the date of Closing Seller shall pay for prep assumed
a deed and all other docimments necessary to perform Seller's
obligations under this Agreement, excise tax' (revenue stamps), any deferred or rollback taxes, and other conveyance fees or taxes
required by'law, and the;followmg None
Buyer shall pay recording, costs, costs of dny 'title search, title insurance, survey, the cost of any inspections or, investigations
undertaken by$uyer under this Agreement and the following None
Each;party shall,pay its own attorney's fees
Section 4. Deliveries: Seller agrees to use reasonable efforts to deliver to Buyer thin 30 days after the Contract Date copies of all
information relatingto the Property in possession of or available -to Seller, mcludmg but not ]muted to• title insurance policies, surveys
and copies of all presently effective warranties of service contracts, related fo the Property'_ Seller authonzes (1) any attorney presently
or previously representmg 'Seller'to`relea"se,and disclose any,title >msurance policy in such attorney's file to Buyer and both Buyer's and
Seller's agents andattorneys, and (2) the Property'' -s- title insurer or its agent to release and disclose all materials mthe Property's title
insurer's (or title insurer's agent's) file to 13uy"r and both Buyer's and Seller's agents and attorneys If Buyer,does not consummate the
Closing for any reason other than Seller default, then Buyer shall retum'to Seller all materials delivered by Seller to Buyer pursuant to thus
Section 4, if any, and shall, upon Sellers request, provide to Seller copies, of (subject to the ownership and copyright interests of the
preparer thereof) any andall studies,.reports, surveys,and other information relatin g directly to theTroperty prepared by or at the request
of Buyer, its employees and agents, and shall deliver to Seller, upon the release of the Earnest Money, copies of all of the foregoing
without any,warranty or representation'by Buyer as to the contents,, accuracy or correctness thereof
Section 5. Evidence of'Title: Seller agrees to convey fee simple title to the Property free and clear otall hens, encumbrances and
defects of title'other than (a) zoningordmances affecting the Property„(b) Leases (if applicable),Aiid -(c)' matters of record existing at
the Contract Date that are not objected to by Buyer prior to the end of the Examination Period ("Permitted Exceptions "), provided that
Seller,shall,bexequired to satisfy, at or prior,to Closing, any voluntary encumbrances 'that may be satisfied'by the payment of a fixed
sum of money,,such as deeds of trust, mortgages or statutory hens. Seller shall not enter into or record any,instrument-that affects the
Property (or any °personal property hsted on Exhibit A) after the Contract Date without the prior written consent of Buyer, which
consent shall not be unreasonably withheld, conditioned or delayed - Provided, if Buyer shall not provide written notice of ` its
disapproval of any such instrument within five days of notice thereof from Seller, Buyer shall be deemed to have consented thereto
Section 6. Conditions: This Agreement and the rights, and obligations of the parties under this Agreement are hereby made expressly
conditione&upon,fulfilhment (or waiver by Buyer, whether explicit or implied) of the following conditions
(a) Title Examination: During the Examination Period, Buyer shall, at Buyer's expense, cause a title examination to be
made of the Property _ In _the event thatsuch title examination shall show that Seller's title is not fee' simple marketable and insurable,
subject only'to`Perinitted Exceptions, then Buyer'shall promptly notify Seller in venting of all such title defects and exceptions, in no
case later than th& dfid' of & Exammn tion'Pe' nod, and Seller 'shall have 30 days to cure�said noticed defects. If Seller fails or refuses to
cure the defects or objections within said 36-day period, Buyer shall have a period of five days to elect whether it will (i) terminate
this Agreement by written notice to Seller, of (ii) waive, any objections,not cured by Seller and proceed to Closing If Buyer elects to
terminate this Agreement; the Earnest Money, will be returned to Buyer Buyer's failure to °notify Seller of its election during °said five
- _f
,
i

—___• ...__rat -._ ___ .. ��._.._ -t ..- �_ —�"- -- __ — .r -,i_ _ __ « -� _.___r_t __ _ _�. —_ _ —.__ _ _ —__ _
day period shall be deemed an election to waive any uncured objections and proceed to Closing If Buyer is io purchase titletmsurance,
the msunng company'must be licensed to do business in the state in which the property is located Title to the Property mast be
insurable of regular rates, subject only to standard exceptions, and Permitted Ekceptions
Same'Condition - If the Property G
(1�)' p rty is not:in substantially the same condition at Closing as of the Contract Date, reasonable
wear and tear excepted, then the Buyer may (i) terminate this Agreemenvand receive a return of the EamestaMoney or, (ii) proceed to
Closing whereupon Buyer shall be entitled to receive, 'm addition to the Property, any of the Seller's insurance proceeds payable on
account ofthe damagetor destruction applicable to the,Property.
(c) Inspections: Buyer, its agents or representatives, at Buyer's expense and at,reasonable tunes during normal business
hours, shall have the right to enter ,upon `the Property for the purpose,of inspecting, examining, and surveying the Property, provided,
buyer shall not.conduct any intrusive testing without Sellei's,prior written consent Buyer sha1conduct all such on -site inspections,
exaihinations, soil boring and other testing, tanker cruises and surveying of the Property in a good,and workmanlike manner, ,shall
repair any damage to the Property caused by Buyer's entry and on -site inspections andshall conduct same in �a manner that does,not
uureason4bly interfere with Seller's or any tenant's use and enjoyment of the Property. In that respect, Buyer shall make reasonable
efforts to undertake on -site inspections outside of the hours any tenant's ,business, is open to ,the public and shall give prior notice to
any tenants,of any entry onto any'tenant's portion of the Property for the purpose of conducting inspections. Upon Seller's request,
Buyer shall provide,to `Seller evidence,of general liability msuranee. Buyer shall also have a right to review and inspect all contracts'
or other agreements_ affecting or related directly to the Property and shallbe entitled to,review such books and records of Seller that
relate directly to the` operation and maintenance of the Property, provided, however, that Buyer shall not disclose any information
regarding this Property (or any tenant therem) unless required by law and the same�shall be regarded as confidential, to any person,
except to its attorneys, accountants, lenders and other professional advisors, in which case Buyer shall obtain their agreement to
maintain such confidentiality Buyer assumes all responsibility for the acts of itself, its agents or representatives in exercising its rights
undenthis Section 6(e) and agrees,to indemnify and,hold,Seller harmless from any damages resultmg therefrom This �mdemnmfication
obligation of,Buyeryshall sunnve the Closing or earliertennination of this Agreement Buyer shall, at,Buyer's expense, promptly repair
any damage to the Property caused by Buyer's entry and,on -site inspections Buyer shall have 'from the °Contract Date °through the, end of
the Examination Penod to perform,the above mspections,,exammations and testing - IF BUYER CHOOSES NOT TO PURCHASE
THE PROPERTY, FOR ANY REASON OR NO REASON, AND PROVIDES WRITTEN NOTICE TO SELLER THEREOF
PRIOR TO THE EXPIRATION OF TH& EXAMINATION PERIOD, THEN THIS AGREEMENT SHALL TERMINATE,
AND BUYER'SHALL RECEIVE A RETURN OF THE EARNEST MONEY. Should Buyer fail, to so,provide written ,notice of
termination to Seller, the Earnest Money shall be, nonrefundable to Buyer, except in the ,event of a default by Seller hereunder or the
failurefto obtam,the approvals descnbed'm Section,6(d) below
(d) Approvals: During the Approvals Period, Buyer shall diligently pursue the rezoning of, or such other approvals for, the
'Property tope rmit the usePtliereof as a;reta"il shopping center,(collectively, the "Approvals ") Buyer agrees to file,such,rezomng and
other apphcahons for the Approvals with the necessary authorities on orbefore the expiration of the Examination Penod To the
extent the landowner'must partncipatein'the Approvals process, Seller will cooperate reasonably wrth,Buyer. Provided; Buyer shall be
responsibleafor all costs in connection with pursuing and obtaining the Approvals. If, prior to the expiration of the-Approvals Period,
Buyer is unable to obtain the Approvals, Buyefmay terminate this Agreement,by written,notice to Seller'within five days thereof and
receive a return of the Earnest Mone
Section 7. Leases: Seller affirmatively represents and warrants that there are no written leases affecting the Property
Section 8. 'Environmental: Seller represents and warrants that- except as disclosed to Buyer, it has no actual knowledge of the
presence or disposal, except as in accordance with applicable,law, within the buildings or on the Property of hazardous, or toxic waste
or substances, which are defined as those substances, materials, and wastes, including; ,but - iiot,hmited'to,,those substances; materials
and wastes listed ,m the United States Department of Transportation ,Hazardous Materials Table (49 ,CFR Part 172.101) or by the
Environmental Protection Agency as hazardous substances (40 CFR Part 302 4) and amendments thereto, or such substances,
materials and wastes, which are of become regulated under any applicable local, state or federal law, mcludmg, without limitation, any
material, waste or substance which is (i) petroleum, (u) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a Hazardous
Substance pursuant to Section 311 of the, Clean Water Act of 1977 (33 UPS C- §1321) or listed pursuant to Section 307 of the Clean
Water Act of 1977 (33 U.S.C. ,§ 1317), (v),defined as a hazardous waste pursuant to Section 1004 of the Resource Conservation,and
Recovery Act of 1976 (42 U S C §6903) or (vi) defined as a hazardous substance pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (42 US C §9601) Seller has no actual knowledge of any
contammation of the Property from such substances as may have been disposed of or stored on neighboimg,tracts
Section 9. Risk of Loss/Damage/Repair,: Until Closing, the risk of loss or damage 'to the Property, except as, otherwise provided
herein, shall be borne by Seller Except as to maintaining the Property in its same condition,, Seller shall have no responsibility for the
repair of the Property, including any improvements
Section 10. Earnest Money Disbursement:,In the event that any of the conditions hereto are not satisfied, or in the event of a breach
of ilus Agreement,by Seller, then the Earnest Money'shall be retumed'to Buyer or Buyer may elect to seek "specific performance" as
i

its sole remedy In the event this offer is accepted and Buyer breaches this Agreement, then the Eamest'Money shall be forfeited to,
Seller as Seller's,sole and exclusive_remedy NOTE. In the evenVof a dispute between Seller and;Buyer over the return or forfeiture of
Earnest Money held in escrow by a hcensed,real estate broker, the broker is required by `state law to retain said Earnest Money in its
trust or escrow account until it has obtained a written release ,from the parties consenting to its disposition or until disbursement is
ordered by a court,oft competent jurisdiction, or alternatively, the party holding the Earnest Money may deposit the disputed monies
with the appropriate clerk of court,in accordance with,the provisions of-N C.G S_ §93A -12
Section 11. Adjacent Properties Seller acknowledges that the- Buyeris attempting to purchase contiguous properties sunultaneously
with this contract `If Buyer is unable to contract to purchase the contiguous properties desired 'within 120 days to coincide with the
Exammation Period,,Buyer may cancel thisacontract and the, Earnest Money shall,be returned
Section 12. Closing, At'Closmg, Seller shall deliver to Buyer a special warranty deed and other documents customarily executed or
delivered by a seller m,similar transactions, includmg =without limitation, a bill of sale for any peisonalty listed on Exhibit A, an
owner's affidavit, lien waiver forms and a non- foreign,status affidavit (pursuant to the,F,oreign Investment in Real Property Tax Act),
and Buyer shall pay to Seller the Purchase Price, At Closing, _the Eamest,Money shall'be applied as part of the Purchase Price The
Closing, shall be held at,the office of Buyer's attorney in North�Carolina or such other place as the parties hereto may mutually agree.
Possession shall be delivered at Closing, unless otherwise agreed herem
Section .13. Notices: Unless otherwise provided herein, all notices and other communications which may be or are required to be
given or made, by any party to the other in connection herewith shall be in writin g and shall be deemed to have been properly ,given
and received on the date delivered in person, via electronically by email, or deposited in the United States mail, registered or-certified,
return receipt requested,, to the addresses set out ihjSection „1(h) as to,Seller and in Section,11(i) as, to Buyer, or at snch,other addresses
as specified by written notice delivered in accordance herewith
Section 14. Entire Agreement: This Agreement constitutes the sole and entire agreement among the parties hereto and no
modification,of this Agreement,shall be binding unless in wntiiig and signed by all parties hereto
Section 15. Enforceability: This Agreement shall become a contract when a signed by both, Buyer and Seller and such signing is
communicated to both parties,, it being expressly agreed that the notice described in, Section 12 'is -
not required for effective
communication for the purposes of this Section 14 This Agreement "shall be binding upon, and inure to the benefit of the parties,,their
heirs, successors and assigns and their personal representatives
Section -l6: Adverse Information and Compliance with Laws:
(a) Seller Knowledge: Seller has °no actual knowledge of (i), condemnation(s) affecting or contemplated with- respect to, the
Property; (ii) actions, suits or proceedings pending or threatened against the Property changes contemplated in any applicable
laws, ordinances or restrictions affecting, the Property; or (iv) governmental special assessments, either pendmg or confirmed, for
sidewalk, pavmg, water; sewer, or other improvements on or adjoining the Property, and no pending or confirmed owners' association,
special assessments, except,as follows (Insert "None” or the identification of any matters relating to (i) through (iv) above, if any)
None.
Note: For puiposes of this Agreement, a "confirmed" special assessment is defined as an assessment that has been approved by a
governmental agency or an owners' association for the purpose(s) stated, whether or not it is fully payable at time of closing A
"pending" special assessmentas defined as an assessment that is under formal consideratioh by a govermn body Seller shall pay all
owners' association assessments,andyall governmental assessments confirmed as of the time of Closing,,if any, and,Buyer shall take
title subjeci to all pendmg,assessments disclosed ^by Seller herem,'if any.
Seller represents that,the regular owners''associahon dues, if any, are N/A
(b) Compliance: To Seller's actual knowledge, (i) Seller has materially complied with all applicable laws, ordmances,
.regulations, statutes,, rules �and restriction's pertammg- -to,or affecting the Property, (ii)- performance of the Agreement will not result in
the breach of, constitute any default under or result in the unposihon of any lien or encumbrance upon ,the Property under any
agreement or other mstrument_to which Seller'is a party'or by which Seller or the Property is bound, and (iii) there are. no `legal
actions, suits or other legal or admmistrative proceedings pending or threatened against the Property, nand Selleris novaware of any
facts,which might result in any such action, suit or other proceeding
Section 17. Buyer's Representations and - Warranties:
(a) Organization: Buyer is duly formed, validly ezistmg and„ if applicable, in good standing under the laws of the state of,
its organization, and is or will be by Closing duly qualified to transact business and, if applicable, in good standing in the state in
which the Property is situated
4

(b) Authority /Consent: Bu y er
possesses all requisite power and authority, has taken all actions required by its
organizational documents and applicable law, and has obtained all necessary consents, to execute and deliver this Agreement and, to
consummate the, transactions 'contemplated 'm this Agreement Each individual executing this Agreement- on behalf of Buyer
represents and warrants to Seller that -he is duly authorized to do so
(c) No Prohibited Persons: Neither.Buyer, nor any of its officers, directors; partners, members, Affiliates or shareholders-is
a peison,or entity: (i) that'is;listed in the Annex to, orris otherwise'snbject,to the provisions,of E013224; (ii) whose name appearsIon
OFAC's most current list of "Specifically, Designated National and Blocke&Persons "`(which list may'be`pubhshed,from time to trine
in various mediums including, but not limited to, the OFAC website, http www treas'gov /ofac/tl lsdn.pdf), (iii) who commits,
threatens to ,commrt,or supports "terrorism ",,as that term is defined in,E013224; or (v) who,is otherwise affiliated with any entity,or
person listed'above
Section 18. Seller's Representations and Warranties The Trustee under th6lrust, named °as seller herein has' lie authofity;to enter
in to this contract A Certification of Trust shall'be ,prepared and recorded with the, Guilford County Register of Deeds pef NCGS
Section 36C- 10-1013 evidencing the authority to enter in to this contract,and execute the Deed
Section 19. Survival of Representations and Warranties: All representations, warranties, covenants and agreements made by the
parhes,1ereio shall survrve.the- Closing and delivery of the deed,for}a'penod of six months-
Section 20. Applicable Law: This Agreement shall be construed under the laws of the state in which the Property is located This
form has onli been approved for use in North Carolina
Section 21. Assignment: This Agreement is freely, assignable to an affiliate or a commonly controlled entity
Section 22. Tag- Deferred Exchange: In the event Buyer or Seller desires to,effect a, tax- deferred exchange in connection with-the
conveyance of the Property, Buyer, and Sellej�,agree to cooperate in effecting, such exchange, provided,'however, that the exchangmg
party shall be responsible for all - additional costs associated, with such exchange, ,and provided' further, that a non - exchanging party
shall not assume any additional habil ity with respect °to such tax-deferred exchange. Seller and Buyer shall execute ,such additional
documents, ,at,no cost to the'non= exchanging party, as shall be required`to give effect to this provision
Section, 23. Authority: Each signatory to tlus Agreement represents and warrants that he or she has full authority to. sign, this
Agreement and "such instruments, as inaybe necessary to effectuate anytransaction contemplated by tins Agreement on behalf of the
party for whom he or she signs and that his or'her signaturd,61hds such party
Section 24. Brokers: Except as expressly provided herein, Buyer and Seller agree to indemnify and'hold each other harmless from
any -and all claims of brokers, consultants or,real estate agents,by, through or under the'mdemntfyig party for fees or commissions
ansing'out of the sale, of the Property to BuYef, Buyer and,Sellerrepresent and' ^warrant to each other that (i),except as to the Brokers
designated under Section 1(g),ofthis Agreement, they'have not employed nor °engaged any brokers, consultant`s or real estate agents to
be involved in this transaction and (u) that the compensation of the Brokers is established by and shall be governed by separate
agreements entered into as, amongst the'Brokers,'the Buyer; and/or the Seller
Section 25. Time of the Essence: Tune is of the essence with regard,to the,obligations of the parties hereunder -
Section 26. As -Is: Closmg shall constitute Buyer's confirmation that it has examined, inspected and investigated to the full
satisfaction of Buyer, the physical,nature and condition of the Property includingwithout,lmiitation all environmental matters and has
independently investigated, analyzed and appraised the value and 'profitability of the Property Buyer acknowledges that, except as
may be provided in the Agreement, neither Seller nor any agent, employee, servant or representative of Seller has made any
representation";, whatsoever regarding they subject matter ,of'tlns transaction or any fact relating thereto, including without limitation
representations as to the physical nature or condition of the Property, zoning laws, building codes, laws and regulations, environmental
matters; water; sewer or other utilities, expenses applicable to the Property, existing or future operations of the Property or any other
matter or thing ,affecting of relating, to the Property or the operation thereof, except as specifically set forth in the Agreement, and
Buyer further agrees to accept the Property "AS IS AND WITH ALL FAULTS" at the Closing, subject to the express provisions of
the Agreement Buyerm executing, delivering and performing the Agreement has not relied upon and does not rely upon, and Seller
shall not'be liable or bound in any manner by, express, or implied' warranties, guaranties, promises, statements, representations or
information relating, to the Property whether made or furnished by Seller or by any agent, employee, servant or any other person
representing or purporting to, represent Seller to whomever, the,same are made or given,, directly or indirectly, orally or in venting,
unless such warranties, guaranties, promises, statements, representations or information are expressly set forth in the Agreement
Buyer further acknowledges and agrees,that having been given the opportunrty'to inspect the,property, Buyer is relying solely on its
own investigation of the property and not on anymformation provided or to be provided bysellerand agrees to accepi'the property" ,at
the closing and waive all objections or claims against sellen(mcluding, but,not limited to, any right or -claim of contribution) ansmg

from or, related to the Property or to any hazardous materials, on the Property The, terms and conditions of this paragraph shall
expressly,surwye the Closmg an&not merge�therem
Section 27: Limits on Seller- Liability: Notwithstanding anytlimg to the contrary contained in this Agreement, Buyer agrees that, its
recourse against Seller under this Agreement or under any other agreement, document, certificate or instrument delivered by Seller'io
Buyer, or under any law applicable to the Propertyor this- transaction, shall be strictly limited to Seller's,,mterest in the Property (or
upon, consummation of the transaction contemplated hereunder; to the net proceeds of the sale thereof actually received by Seller), and
that in no event shall Buyer seek,or'obtain any, recovery or judgment against any of Seller's other, assets (if, any) or against any of
Seller's niembers, partners, or shareholders, as the case may be, (or their constituent members, partners, or shareholders, as the case
may be) or any.director, officer, employee or shareholder of any'of the,foregoing-
Section 28. Environmental Release: Buyer hereby agrees'that, if at any time after the Closing, any third party or any governmental
agency seeks to hold Buyer responsible for the presence of, or any loss, cost or damage associated with, Hazardous Materials (as
hereinafter defined) m, on, above or beneath, the Property or emanating therefrom, then the Buyer waives any rights it may have_
agamst,Seller -iii connection therewith including, without limitation, under CERCLA, RCRA and all` similarlaws referenced in Section
8 (" Environmental Laws "), and Buyer agrees that it shall not (i) implead the Seller, (ii) bring a contribution action or similar action
agginsCt)ie Seller, ,&I(ui) attempt in any way to hold the Seller responsible with respect to any such matter The provisions of this
Section -26 shall survive the Closing As used herein, "Hazardous Materials" shall mean and include, but =sliall not be limited to any
petroleum product and all hazardous or toxic substances, wastes or substances, any substances which because of "their quantitated
concentration, chemical, or active, flammable, explosive, mfectious,or,other characteristics, constitute or may reasonably be expected
to constitute or contribute to a danger, or hazard -to public health, safety,or welfare or to the environment, including, without limitation,
mold, any hazardous or toxic waste or substances which are included under or regulated (whether now existing or hereafter enacted or
,promulgated, as they may be amended from time to time)'by any Environmental Law and any regulations adopted`thei eunder
IN, WITNESS WHEREOF, the parties hereto have executed this mstrument,as of the Contract Date, being the later of, the
dates appearing below
BUYER:
The Raiden,Group, LLC
By C —f�
Kiavash Kasravi
Managing Member
March 6, 2013
Date
SELLER:
The James N. Farr Trust u/a/d April 12,1999
(�
By
hael H Godwin, 12o-Trustee
Z/2 -
Date
By- j
Roberta B° Farr, Co- Trustee
yZis
'Date

u
Exhibit A
NOT APPLICABLE
7
i
a