SW1221003_Pending Sales Agreement_20221031

ASSIGNMENT OF CONTRACT
WHEREAS, Longbranch Investors, LLC ("Assignor") entered into a contract with
Norman Louis Franklin, Successor Trustee of the Franklin Family Trust U/A dated May 19,
1994 ("Seller") dated August 24, 2021 (the "Contract") for the purchase of that certain real
property located in Henderson County, North Carolina as more particularly described in the
Contract (the "Subject Property"); and
WHEREAS, Assignor now desires to assign the Contract to Assignor's affiliate, Mills
River TH, LLC ("Assignee").
NOW THEREFORE, for value received, Assignor hereby assigns, transfers and sets over
unto Assignee, without recourse, all of its right, title and interest in and to the Contract.
IN WITNESS WHEREOF, this Assignment is executed this day of October, 2022.
ASSIGNOR:
Longbranch Investors, LLC
Name: Ben Graves
Title: —Manager

ASSIGNMENT OF CONTRACT
WHEREAS, Longbranch Investors, LLC ("Assignor") entered into a contract with
Calvary Fellowship of Western North Carolina, Inc. ("Seller") dated February 22, 2022 (the
"Contract") for the purchase of that certain real property located in Henderson County, North
Carolina as more particularly described in the Contract (the "Subject Property"); and
WHEREAS, Assignor now desires to assign the Contract to Assignor's affiliate, Mills
River TH, LLC ("Assignee").
NOW THEREFORE, for value received, Assignor hereby assigns, transfers and sets over
unto Assignee, without recourse, all of its right, title and interest in and to the Contract.
IN WITNESS WHEREOF, this Assignment is executed this day of October, 2022.
ASSIGNOR:
Longbranch Investors, LLC
By:
Name: Ben Graves
Title: Manager

FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
(MILLS RIVER. NCl
This First Amendment to Agreement for the Purchase and Sale (this "First Amendment")
is made and executed by and between Longbranch Investors, LLC, a South Carolina limited
liability company, and/or it successors and/or assigns ("Buyer"), and Calvary Fellowship of
Western North Carolina, Inc. (collectively "Seller").
WITNESSETH:
WHEREAS, the above named parties entered into an Agreement for the Purchase and
Sale (the "Agreement") with an Effective Date of February 22, 2022 wherein Seller agreed to
sell, assign and transfer to Buyer all of its right, title and interest in and to that certain real
property located on ]effress Road, Mills River, Henderson County, North Carolina, being known
as Henderson County, NC, as more particularly described in the Agreement (the "Property").
WHEREAS, the parties now desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of Ten and 00/100 ($10.00) Dollars and the other
mutual promises and covenants contained herein, the parties agree as follows:
1. Section 2.4 of the Agreement is hereby amended to extend the Closing Date to
December 31, 2022.
2. Section 6.1(a) of the Agreement is also hereby amended to provide that at Closing
Buyer shall demonstrate evidence of an approved utility plan, including water
access stubbed to the Seller's property boundary in approximately the location
shown on Exhibit "A" attached hereto. Buyer shall coordinate with the utility
provider to ensure all necessary easements are in place to provide for the Seller's
future connection to the water line.
3. The Contract is also hereby amended to provide that at Closing Seller will grant
Buyer a temporary construction easement across that certain portion of Seller's
adjacent property shown on Exhibit 'B" attached hereto for the purposes of
constructing a sewer line to connect to the existing sewer line located on Seller's
adjacent property in the area shown and dedicating such line to the sewer
authority.
4. This First Amendment may be executed in counterparts each of which shall be
deemed to be an original, but all of which together shall eonsdtute one and the
same instrument.
5. This First Amendment may be transmitted between the parties by facsimile and/or
email delivery. Each of the parties agrees that it shall be bound by this First
Amendment upon receipt by the other party, or its attorney, of an executed copy
hereof transmitted via facsimile or email by the party to be bound (or its attorney)
to the other party (or its attorney) and that faxed or emailod signatures so
transmitted shall constitute original signatures. Any provision contained in
contained in the Agreement not amended by this First Amendment shall remain in
full force and effect and the execution hereof by the parties shall not affect the
rights and remedies of the parties to the Agreement not shall the same constitute a
waiver of any claims to which the parties may be entitled under the Agreement.
All capitalized terms used herein which are not defined heroin shall have the same
meanings given the in the Agreement.
[Signatures Follow]

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date
set forth below.
Longbranc Investors, LLC
(SEAL)
Its: Member
Dale: 8/30/2022
Calvary Fellowship of Western North
Carolina, Inc.
By. (SEAL)
Name: E 3L
Title:
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REAL ESTATE PURCHASE AGREEMENT
+/- 4 Acres; Mills River, North Carolina;
Henderson County, p/o North Carolina Tax Parcel Number 9631-88-2468
THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement") is made as of the 22 day of
February, 2022, by and between LONGBRANCH INVESTORS, LLC, a South Carolina limited liability
company, and/or it successors and/or assigns ("Buyer"), and Calvary Fellowship of Western North
Carolina (collectively "Seller").
Background
Seller is the owner of a parcel of property located on Jeffress Road, Mills River, Henderson
County, North Carolina, being known as Henderson County, NC tax parcel number 9631-88-2468, and
consisting of a total of approximately 28.49 acres, more or less, and being more particularly described in
Exhibit A attached hereto. (the "Church Property").
Buyer wishes to purchase a four (4) acre portion of the Church Property (the "Property") to be
included in a greater assemblage of properties to be purchased by Buyer, including parcels #9631-79-
4210 and 9631-77-4946. The actual boundaries of the Property shall be determined by a survey to be
completed by Buyer at its expense during the Inspection Period (as herein defined). It is anticipated that
the Property shall consist of the portion of the Church Property shown on Exhibit B as the "Jeffress
Frontage"; provided, however, that if the Jeffress Frontage (after the same is surveyed) does not include
four (4) acres or more in total, Buyer may also acquire a portion of the Church Property shown on Exhibit
B as the "Wooded" area to bring the total acreage of the Property to four (4) acres. The assemblage
(including the Property) shall be used by Buyer for the construction of a luxury rental townhouse
community consisting of no less than 146 units. Seller wishes to sell the Property to Buyer in accordance
with the terms herein.
In con*ideration of the mutu*touyer
ements herein, and other good and valuable consideration,
including the paid to Seller by Buyer, the receipt of which is hereby
acknowledged, "eragrees to"see and Buyer agrees to purchase the Property from Seller,
subject to the following terms and conditions:
PURCHASE PRICE AND PAYMENT
1.1 Purchase Price; Payment. The total purchase price to be paid by Buyer to Seller
for the Property shall be (the "Purchase Price").
The Purchase Price shall be paid to Seller by Buyer in the form of cash at Closing.
1.2 Earnest Money Deposit. An earnest money deposit in the amount of
shall be deposited with Johnson, Smit ,
Hibbard Wildman Law Firm, as Escrow Agent, by buyer within five (5) business days after the full
execution of this Agreement. The Earnest Money Deposit shall be held as specifically provided for in this
Agreement and shall be applied to the Purchase Price at Closing.
1.3 Prorations. All other items customarily prorated in transactions of this kind shall be
prorated as of 11:59 p.m. of the day preceding the Closing Date. If the bills for such items are not
available on the on the day of closing, such costs will be prorated based upon the figures for the previous
year or such other reliable source.
2. INSPECTION PERIOD AND CLOSING
2.1 Inspection Period. Buyer shall have an inspection period which begins on the
Effective Date (as defined herein) and ends at 11:59 p.m. on the day which is the

Effective Date (the "Inspection Period"). Buyer shall have the Inspection Period within which to physically
inspect the Property, to conduct its due diligence and to inspect all records of Seller related thereto.
Buyer and Buyer's officers, employees, consultants, attorneys and other authorized representatives, shall
have the right to reasonable access to the Property and to all records of Seller related thereto (including
without limitation title information, surveys, environmental assessment reports and other information
concerning the condition of the Property), at reasonable times during the Inspection Period for the
purpose of inspecting the Property, taking soil and ground water samples, engineering surveys,
geotechnical studies, conducting hazardous materials and wetlands inspections, tests and assessments,
and otherwise conducting its due diligence review of the Property. As described in the recitals contained
herein, during the Inspection Period, Buyer shall survey the Property to verify the acreage of the Property.
Buyer hereby agrees to indemnify and hold Seller harmless from any damages, liabilities or claims for
property damage or personal injury and mechanics or construction liens caused or created by Buyer and
its agents and contractors in the conduct of such inspections and investigations, other than pre-existing
conditions merely discovered by Buyer or its agents or contractors. Seller shall cooperate with Buyer in
making such inspections and reviews and in obtaining any governmental approvals of its contemplated
use of the Property and shall execute and deliver, upon request of Buyer, any and all applications,
petitions and consents necessary for Buyer to obtain such approvals, at no cost and expense to Seller.
Buyer shall reimburse Seller for all reasonable costs and expenses, including but not limited to
reasonable attorney's fees arising from or related to Seller's cooperation with Buyer as set forth herein.
Seller shall make available to Buyer such of the foregoing as may be in Seller's possession in order to
facilitate Buyer's due diligence. Seller shall give Buyer any authorizations in Seller's power to provide
which may be required by Buyer in order to gain access to records or other information pertaining to the
Property or the use thereof maintained by any third party, governmental or quasi -governmental authorities
or organizations. The indemnities contained in this Section shall survive the termination of this
Agreement. In the event of a termination of this Agreement, Buyer shall provide Seller (at no cost to
Seller) copies of any non-proprietary due diligence studies performed on the Property and in Buyer's
Oossession. Buyer shall have the right to extend the Inspectionby notifying the Seller in writing prior to the expiration o t e ns ection erio o its exercise
xtension and shall promptly deposit an additional in earnest
money with the Escrow Agent (the "Extension Deposit") whic s a e a e to an ecome part of the
Earnest Money Deposit when paid.
2.3 Continuing Right of Inspection. After the Inspection Period and so long as Buyer
has not terminated this Agreement, Buyer shall have the right to continue to conduct physical inspections
and assessments of the Property on the terms and conditions set forth in Section 2.1 above.
2.4 Time and Place of Closing. Closing shall take place at the offices of Buyer's
attorney on or before the first to occur of: (i) Thirty (30) days after Buyer' receipt of the Approvals detailed
in Section 6.3(a); =
2.5 Payment. The Purchase Price, subject to any applicable reimbursements,
adjustments, or credits (such as without limitation the Earnest Money Deposit, proration of real estate

taxes or closing costs) shall be paid in certified funds, by wire transferred funds or by any other means as
may be acceptable to both parties.
2.6 Closing Costs.
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER
Seller, to the best of Seller's knowledge warrants and represents as follows as of the date of this
Agreement and as of the Closing as follows:
3.1 Title. Seller is the fee title owner of the Property.
3.2 Eminent Domain/Condemnation. No condemnation or eminent domain
proceedings are now pending or threatened concerning the Property, and Seller has received no notice
from any governmental agency or authority or other potential condemn or concerning any right-of-way,
utility or other taking which may affect the Property.
3.3 Environmental Matters; Wetlands. To the best of Seller's knowledge without
investigation, except as may be set forth in the environmental reports previously obtained by Seller and
delivered to Buyer, the Property does not now contain nor has the Property contained any underground
storage tanks, hazardous material or landfills. Seller has used no hazardous material at the Property nor
has Seller permitted any other person to do so.
3.4 Foreign Investment and Real Property Tax Act. Seller is not a "foreign person"
within the meaning of Section 1445 of the Internal Revenue Code, or under any comparable state
statutes which are applicable to this transaction. At Closing Seller will execute and deliver to Buyer an
affidavit regarding such matters. If Seller fails to execute and deliver such affidavit, Buyer may deduct
and withhold from the Purchase Price such amounts as Buyer may be required to withhold in order to
satisfy any of Buyer's tax withholding obligations under such statutes or regulations promulgated pursuant
thereto.
3.5 Bankruptcy. Seller is not bankrupt or insolvent under any applicable Federal or
state standard, has not filed for protection or relief under any applicable bankruptcy or creditor protection
statute and has not been threatened by creditors with an involuntary application of any applicable
bankruptcy or creditor protection statute. Seller is not entering into the transactions described in this
Agreement with an intent to defraud any creditor or to prefer the rights of one creditor over any other.
Seller and Buyer have negotiated this Agreement at arms -length and the consideration paid represents
fair value for the assets to be transferred.
3.6 Litigation. Seller is not a party to any litigation, condemnation, quasi-judicial,
administrative or other proceedings or court order, affecting the Property. Seller knows of no pending or
threatened litigation, condemnation, quasi-judicial, administrative or other proceedings or court order,
affecting the Property, nor any district proceeding, building moratorium, court order, building code provisions,
deed restriction or restrictive covenant (recorded or otherwise) or other private or public limitation, which
might in any way impede or adversely affect the Project. Seller has not received any notice from any
government agency having authority over any of the Property that there is any violation of any rule,
regulation, ordinance, permit, development order, development permit, or any other regulation or
requirement, promulgated by any government agency or body affecting the Property.

3.7 Other Agreements. Seller has not entered into any, and to Seller's knowledge
there are not any, outstanding rights of third parties to use any portion of the Property for any purposes
and Seller agrees not to extend any such rights prior to Closing. Seller has not entered into any, and to
Seller's knowledge there are not any, outstanding rights of first refusal, options to purchase or purchase
and sale agreements in favor of any third party with respect to the Property.
3.8 Organization; Authority. Seller has full power and authority to enter into and
perform this Agreement in accordance with its terms, and the persons executing this Agreement on behalf
of Seller have been duly authorized to do so.
3.9 Congregation Approval. Seller represents that it has received final congregation
approval and requires no further approvals prior to entering into the agreement.
POSSESSION: RISK OF LOSS
4.1 Possession. Possession of the Property will be transferred to Buyer at Closing.
4.2 Risk of Loss. All risk of loss to the Property shall remain upon Seller until the
conclusion of the Closing. If, before Closing, any material portion of the Property is damaged by casualty,
or if any material portion of the Property is taken or threatened by eminent domain, or if there is a material
obstruction of access by virtue of a taking by eminent domain, Seller shall, within ten (10) days of such
damage or taking, notify Buyer thereof and Buyer shall have the option to:
(a) terminate this Agreement upon notice to Seller given within ten (10) business
days after such notice from Seller, in which case Buyer shall receive a return of the Earnest Money
Deposit; or
(b) proceed with the purchase of the Property, in which event Seller shall assign to
Buyer all Seller's right, title and interest in all amounts due or collected by Seller under applicable
insurance policies or as condemnation awards. In such event, the Purchase Price shall be reduced
by the amount of any insurance deductible to the extent it reduces the insurance proceeds payable.
TITLE MATTERS
5.1 Within five (5) days after the Effective Date, Seller shall deliver to Buyer's counsel copies
of any title information, including prior title policies and surveys, wetlands delineations, existing
environmental reports, zoning reports, development declarations, and such other pertinent information
regarding the development and use of the Property and that are in Seller's possession. During the
Inspection Period, Buyer may order a current survey of the Property. Buyer shall have until the end of the
Inspection Period within which to notify Seller in writing of any conditions, defects, encroachments or
other objections to title or survey which are not acceptable to Buyer (the "Title Objection Letter"). Any
matter disclosed by a title insurance commitment (other than liens removable by the payment of money)
or by the survey which is not timely specified in the Title Objection Letter shall be deemed a "Permitted
Exception". Seller shall have a period of ten (10) days after receipt of Buyer's title objection letter in
which to elect in writing whether to cure such title and survey objections (the "Title Response Letter");
provided, however, that Seller shall not be obligated to cure or institute any litigation with respect thereto
(other than liens arising through Seller and removable by the payment of money, which Seller shall be
obligated to cure). If Seller elects to cure such title objections, Seller shall use good faith efforts to cure
such objections to title or survey within thirty (30) days after delivery of the Title Response Letter to Buyer.
If Seller elects not to cure such title objections, within ten (10) business days after receipt of the Title
Response Letter, Buyer shall elect to (i) terminate this Agreement and receive a return of the Earnest
Money Deposit, or (ii) waive such objection(s) and close the purchase of the Property, subject to the
objection(s), and without reduction of the Purchase Price. If Seller is unable to cure such title objections
after using good faith efforts, the Buyer shall elect to (i) terminate this Agreement and receive a return of
the Earnest Money Deposit, (ii) waive such objection(s) and close the purchase of the Property, subject to

the objection(s), and without reduction of the Purchase Price, or (iii) allow Seller additional time to cure
such objections. During the pendency of this Agreement, the Buyer shall have an ongoing right to order a
title down date on the Property, at Buyer's sole cost and expense. If such title down dates reveal new title
matters arising through Seller that appear of record after the effective date of the initial title insurance
commitment which are not consented to by Buyer, Seller shall be obligated to delete such matters of
record, and the failure of Seller to delete such matters of record shall be deemed an event of default
under this Agreement.
CONDITIONS PRECEDENT
6.1 Buyer's Closing Deliveries. The obligations of Buyer under this Agreement are
subject to satisfaction or written waiver by Seller of each of the following requirements of Buyer on or
before the Closing Date:
(a) Prior to Closing, Buyer shall demonstrate evidence of an approved utility plan,
including water access stubbed to Seller's property boundary in approximately the location shown on
Exhibit A attached hereto. Buyer shall coordinate with the utility provider to ensure all necessary
easements are in place to provide for the Seller's future connection to the water line.
6.2 Seller's Closing Deliveries. The obligations of Buyer under this Agreement are
subject to satisfaction or written waiver by Buyer of each of the following requirements of Seller on or
before the Closing Date:
(a) Seller shall have delivered all documentation that Seller has agreed to provide in
its Title Response Letter.
(c) Buyer shall have received the following in form reasonably satisfactory to Buyer:
(1) A special warranty deed, duly executed, witnessed and
acknowledged, and insured by the title insurance company, so as to convey to Buyer the fee simple
title to the Property, subject only to the Permitted Exceptions;
(2) An owner's affidavit, non -foreign affidavit and such further instruments
of conveyance, transfer and assignment and other documents as may reasonably be required by the
title insurance company in order to effectuate the provisions of this Agreement and the consummation
of the transactions contemplated herein;
(3) Resolutions of Seller authorizing the transactions described herein
and the authority of the signatories of the closing documents, certified by the appropriate officer of the
Seller
(4) Such other documents as Buyer or the title insurance company may
reasonably request to effect the transactions contemplated by this Agreement.
(5) Termination of all leases pertaining to the property, including but not
limited to an agricultural farming lease, At the time of transfer, the property shall be uninhabited and
free of any lease.

6.3 Additional Conditions Precedent to Closing. Notwithstanding anything to the contrary
contained in this Agreement, Buyer's obligations to consummate the acquisition of the Property pursuant
to the terms of this Agreement are subject to and conditioned on the satisfaction, in Buyer's sole and
absolute discretion, or written waiver by Buyer of the following conditions, on or before the Closing Date:
(a) Buyer successfully obtaining a special use permit application for the Property
development, construction, and use of the Property for Buyer's proposed Project, in accordance with
Buyer's plans and specifications therefor (including, without limitation, signage, trade dress, curb -cuts,
access, parking and vehicle storage, each as required by Buyer). Such approval shall include, without
limitation, special exceptions, special use permits and variances (collectively the "Approvals"). Upon
request by Buyer from time to time, Seller agrees to provide advocacy during the entitlement and
permitting and reasonably cooperate with Buyer in connection with Buyers' efforts to obtain the
Approvals. Provided, however, such cooperation by Seller shall be at no cost to Seller and Buyer shall
reimburse Seller for all reasonable costs and expenses, including but not limited to reasonable attorney's
fees arising from or related to Seller's cooperation with Buyer as set forth herein.
(b) In the event the above conditions are not satisfied, approved or waived in writing by
Buyer (which waiver shall be in Buyer's sole and absolute discretion) prior to the Closing, then Buyer may
terminate this Agreement, receive a return of the Earnest Money Deposit, and the parties shall have no
further rights or obligations under this Agreement (except as survive termination). Without limiting the
generality of the foregoing, a condition shall not be deemed to be satisfied unless and until the Approvals
are obtained (1) beyond the expiration of any applicable appeal period with no appeal having been filed,
and (2) without the imposition of any conditions that are not acceptable to Buyer in its sole and absolute
discretion. Notwithstanding, upon successful non -appealable approval of the special use permit
application of the Property, the Earnest Money Deposit will become non-refundable, and be released from
the escrow account, except only in instances of a Seller default under the Contract.
7. BREACH: REMEDIES
MISCELLANEOUS
8.1 Brokers. Buyer nor Seller are represented by a broker and do not owe any real
estate commissions.
8.2 USA Patriot Act.

(a) None of the funds to be used for payment by Buyer of the Purchase Price will be
subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal
Asset Forfeiture), 18 U.S.C. §§ 881 (Drug Property Seizure), Executive Order Number 13224 on
Terrorism Financing, effective September 24, 2001, or the United and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public
Law 107-56 (the "US Patriot Act").
(b) Buyer is not, and will not become, a person or entity with whom U.S. persons are
restricted from doing business with under the regulations of the Office of Foreign Asset Control ("OFAC")
of the Department of Treasury (including those named on OFAC's Specially Designated and Blocked
Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order
Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism), the USA Patriot Act, or other governmental action.
8.3 Notices. All notices and demands of any kind which either party may be required
or may desire to serve upon the other party in connection with this Agreement shall be in writing, signed
by the party or its counsel identified below, and shall be served (as an alternative to personal service) by
registered or certified mail, overnight courier service, electronic (e-mail) or facsimile transmission, at the
addresses set forth below:
As to Seller:
Calvary Fellowship of Western North Carolina, Inc.
Attn:
With a copy to:
With a copy to:
Mark Chapman
[e-mail]
As to Buyer:
Longbranch Development, LLC
Attn: Ben Graves / Brett Basnight
1855 E. Main Street, Ste 14-7
Spartanburg, SC 29307
Phone: [phone]
Email: bgraves(a)long branchdevelopment.ccm
[e-mail]

With a copy to
Buyer's Counsel and Escrow Agent:
Johnson, Smith, Hibbard & Wildman Law Firm, L.L.P.
Attn: Steven M. Querin, Esq.
220 N. Church Street, Suite 4
Spartanburg, SC 29306
Phone: [phone]
Email: [e-mail]
Any such notice or demand so served, shall constitute proper notice hereunder upon delivery to the
United States Postal Service or to such overnight courier, or by confirmation of the electronic or facsimile
transmission.
8.4 Attorneys' Fees. In the event of any dispute, litigation or other proceeding between
the parties hereto to enforce any of the provisions of this Agreement or any right of either party
hereunder, the unsuccessful party to such dispute, litigation or other proceeding shall pay to the
successful party all costs and expenses, including reasonable attorneys' fees, incurred at trial, on appeal,
and in any arbitration, administrative or other proceedings, all of which may be included in and as a part
of the judgment rendered in such litigation. Any indemnity provisions herein shall include indemnification
for such costs and fees. This Section shall survive the Closing or a prior termination hereof.
8.5 Effective Date. The "Effective Date" of this Agreement shall be the business day
on which the last of the Buyer and Seller have executed this Agreement.
8.6 Time. Time is of the essence of this Agreement, provided that if any date upon
which some action, notice or response is required of any party hereunder occurs on a weekend or
national holiday, such action, notice or response shall not be required until the next succeeding business
day.
8.7 Governing Law. This Agreement shall be governed by the laws of the state in
which the Property is located.
8.8 Successors and Assigns. The terms and provisions of this Agreement shall be
binding upon and shall inure to the benefit of the heirs, successors and assigns of the parties. No third
parties, including any brokers or creditors, shall be beneficiaries hereof or entitled to any rights or benefits
hereunder. Buyer shall have the unilateral right to assign its rights and obligations under this Agreement
without prior approval from Seller. Should Buyer make an assignment of the Agreement, they shall notify
Seller within 5 business days of the Assignment.
8.9 Confidentiality. This Agreement and all terms and conditions hereof shall remain
confidential prior to the Closing, provided, however, that such confidentiality shall not prohibit disclosure
to employees, attorneys, accountants, and consultants of Buyer, provided that such persons agree to
treat the same confidentially.
8.10 Section 1031 Exchange. Buyer acknowledges that Seller may effect a like -kind
exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code").
Accordingly, Buyer agrees that it will cooperate with Seller to effect a tax-free exchange in accordance
with the provisions of Section 1031 of the Code and the regulations promulgated with respect thereto.
Seller shall be solely responsible for any additional fees, costs or expenses incurred in connection with
the like -kind exchange contemplated by this paragraph, and Buyer shall not be required to incur any debt,
obligation or expense in accommodating Seller hereunder. In no event shall Seller's ability or inability to
effect a like -kind exchange, as contemplated hereby, in any way delay the Closing or relieve Seller from
its obligations and liabilities under this Agreement. Seller hereby agrees to indemnify and hold harmless

Buyer from any liability, losses or damages incurred by Buyer in connection with or arising out of the
Section 1031 like -kind exchange, including but not limited to any tax liability.
8.11 Facsimile or .Pdf. Signatures to this Agreement transmitted by telecopy or email
(.pdf) shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an
execution original to this Agreement with its actual signature to the other party, but a failure to do so shall
not affect the enforceability of this Agreement, it being expressly agreed that each party to this Agreement
shall be bound by its own telecopied or emailed signature and shall accept the telecopied or emailed
signature of the other party to this Agreement.
8.12 Escrow Agent. All Earnest Money shall be held by Escrow Agent in accordance
with the terms of the Escrow Agreement attached hereto.
8.13 Waiver of Jury Trial and Damages. Each party hereby waives the right to a jury
trial in connection with this Agreement, and further waives any right to consequential and exemplary or
punitive damages in connection therewith.
8.14 No Solicitation. Seller agrees that upon its execution of this Agreement neither it
nor its agents or employees will (a) initiate, encourage the initiation by others of discussions or
negotiations with third parties or respond to solicitations by third parties relating to the Property or any
part thereof, (b) fail to immediately notify Buyer if any third party attempts to initiate any such solicitation,
discussion or negotiation with Seller nor will enter into any agreement with any third party with respect to
the Property or any part thereof.
[The balance of the page is intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
BUYER:
LONGBRANCH INVESTORS, LLC,
a South Carolina limited liability company
By:_
Name:
Title:
Date.
SELLER:
Calvary Fellowship of Western North Carolina, Inc.
By:
By:
BY.
By:
Date: 2
1B

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
BUYER:
LONGBRANCH INVESTORS, LLC,
a South Carolina limited liability company
By:
Name: Brett Basniql5t
Title: Member
Date: 2/24/2022
SELLER:
Calvary Fellowship of Western North Carolina, Inc.
By:
By:
By:
By:
Date:
10

EXHIBIT A
Water Connection Exhibit
11

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EXHIBIT C
Approximate Location of Septic Leach Field
13

FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
(MILLS RIVER, NC)
This First Amendment to Agreement for the Purchase and Sale (this "First Amendment")
is made and executed by and between Longbranch Investors, LLC, a South Carolina limited
liability company, and/or it successors and/or assigns ("Buyer"), and Norman Louis Franklin,
Successor Trustee of the Franklin Family Trust U/A dated May 19, 1994 (collectively
"Seller").
WITNESSETH:
WHEREAS, the above named parties entered into an Agreement for the Purchase and
Sale (the "Agreement") with an Effective Date of August 24, 2021 wherein Seller agreed to sell,
assign and transfer to Buyer all of its right, title and interest in and to that certain real property
located in Henderson County, North Carolina as more particularly described in the Agreement
(the "Subject Property").
WHEREAS, the parties now desire to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of and the other
mutual promises and covenants contained herein, the parties agree as follows:
1. The Agreement is hereby amended to describe the Property as -
2. Section 1.1 of the Agreement is herebv amended to revise the total burchase Brice
to be paid by Buyer to Seller for
4. This First Amendment may be executed in counterparts each of which shall be
deemed to be an original, but all of which together shall constitute one and the same instrument.
5. This First Amendment may be transmitted between the parties by facsimile and/or
email delivery. Each of the parties agrees that it shall be bound by this First Amendment upon
receipt by the other party, or its attorney, of an executed copy hereof transmitted via facsimile or
email by the party to be bound (or its attorney) to the other party (or its attorney) and that faxed
or emailed signatures so transmitted shall constitute original signatures. Any provision
contained in contained in the Agreement not amended by this First Amendment shall remain in
full force and effect and the execution hereof by the parties shall not affect the rights and
remedies of the parties to the Agreement nor shall the same constitute a waiver of any claims to
which the parties may be entitled under the Agreement. All capitalized terms used herein which
are not defined herein shall have the same meanings given the in the Agreement.

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date
set forth below.
Longbranch Investors, LLC
By:_ ; (SEAL)
Its: Member
Date: 12/16/2021
Orman Louis rank in, Successor4r' T'E
Trustee of the Franklin Family Trust U/A
dated May 19, 1994
l a--- 1 '-/'s4-V -g/

SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
(MILLS RIVER, NO
This Second Amendment to Agreement for the Purchase and Sale (this "Second
Amendment") is made and executed by and between Longbranch Investors, LLC, a South
Carolina limited liability company, and/or it successors and/or assigns ("Buyer"), and Norman
Louis Franklin, Successor Trustee of the Franklin Family Trust U/A dated May 19, 1994
(collectively "Seller").
WITNESSETH:
WHEREAS, the above named parties entered into an Agreement for the Purchase and
Sale (the "Agreement") with an Effective Date of August 24, 2021 (as previously amended by
First Amendment dated December 17, 2021) wherein Seller agreed to sell, assign and transfer to
Buyer all of its right, title and interest in and to that certain real property located in Henderson
County, North Carolina as more particularly described in the Agreement (the "Subject
Property").
WHEREAS, the parties now desire to further amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of 0 0 and the other
mutual promises and covenants contained herein, the parties agree as follows:
Section 2.4 of the Agreement is hereby amended to extend the Closing Date to
2. Within three 3) business days of the full execution of this Second Amendment
3) business
I no
hall be released to the Seller.
3. This Second Amendment may be executed in counterparts each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.
4. This Second Amendment may be transmitted between the parties by facsimile
and/or email delivery. Each of the parties agrees that it shall be bound by this
Second Amendment upon receipt by the other party, or its attorney, of an
executed copy -hereof transmitted via facsimile or email by the party to be bound
(or its attorney) to the other party (or its attorney) and that faxed or emailed
signatures so transmitted shall constitute original signatures. Any provision
contained in contained in the Agreement not amended by this Second Amendment
shall remain in full force and effect and the execution hereof by the parties shall
not affect the rights and remedies of the parties to the Agreement nor shall the
same constitute a waiver of any claims to which the parties may be entitled under
the Agreement. All capitalized terms used herein which are not defined herein

shall have the same meanings given the in the Agreement.
[SIGNATURES TO FOLLOW]
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the
date set forth below.
Longbranch Investors, LLC
BY: (S EAL)
Its:
Date:
Norman Louis Franklin, Successor
Trustee of the Franklin Family Trust U/A
dated May 19, 1994
2

REAL ESTATE PURCHASE AGREEMENT
+/- 35.58 Acres; Mills River, North Carolina;
Henderson County, North Carolina Tax Parcel Numbers 9631-79-4210 and 9631-77-4946
THIS REAL ESTATE PURCHASE AGREEMENT ("Agreement") is made as of the 24 day of
August 2021, by and between LONGBRANCH INVESTORS, LLC, a South Carolina limited liability
company, and/or it successors and/or assigns ("Buyer"), and Norman Louis Franklin, Successor
Trustee of the Franklin Family Trust U/A dated May 19, 1994 (collectively "Seller").
Background
Seller is the owner of two (2) parcels of property located on Jeffress Road, Mills River, Henderson
County, North Carolina, being known as Henderson County, NC tax parcel numbers 9631-79-4210 and
9631-77-4946, and consisting of a total of approximately 35.58 acres, more or less, and being more
particularly described in Exhibit A attached hereto The exact acreage shall be confirmed by a survey to
be obtained by Buyer at its expense during the Inspection Period (the "Property").
Buyer wishes to purchase the Property for its intended use for the construction of a luxury rental
townhouse community consisting of no less than 140 units (the "Project"). Seller wishes to sell the
Property to Buyer in accordance with the terms herein.
In consideration of the mutual a reements herein, and other good and valuable consideration,
including the paid to Seller by Buyer, the receipt of which is hereby
acknowledged, e er agrees to se to uyer and Buyer agrees to purchase the Property from Seller,
subject to the following terms and conditions:
PURCHASE PRICE AND PAYMENT
1.1 Purchase Price; Payment. The total purchase price to be paid by Buyer to Seller
for the Property shall be
e Purchase Price shall e paid to Seller by Buyer in the form of cash at
osing.
1.2 Earnest Money Deposit. An initial earnest money deposit in the
shall be deposited with Johnson, mi i ar
Wildman Law Firm, as Escrow Agent, by Buyer within five (5) business days after the full execution of this
Agreement. Unless this Agreement is terminated in accordance with Section 2.2 hereof, an additional
Oe
st mone deposit in the
shall be deposited y Buyer wi Escrow Agenta e en o e Inspection erio .
"nitiaeposit and the Second Deposit shall collectively be referred to as the "Earnest Money
Deposit". All deposits made as earnest money, together with the earnings thereon, shall be deemed
included within the meaning of the term Earnest Money Deposit for all purposes. The Earnest Money
Deposit shall be held as specifically provided for in this Agreement and shall be applied to the Purchase
Price at Closing.
1.3 Prorations. All other items customarily prorated in transactions of this kind shall be
prorated as of 11:59 p.m. of the day preceding the Closing Date. If the bills for such items are not
available on the on the day of closing, such costs will be prorated based upon the figures for the previous
year or such other reliable source. In the event the Property has been assessed for property tax
purposes at such rates or with exemptions that would result in additional taxes and assessments for prior
tax years because of supplemental taxes resulting from delayed assessments or other causes, including
without limitation the chanqe in land usaqe or the chanqe in ownership of the Property attributable to

2. INSPECTION PERIOD AND CLOSING
2.1 Inspection Period. Buyer shall have an inspection period which be ins on the
Effective Date as defined herein and ends at 11:59 m. on the day which is
Buyer shall have the nspection erio wit in
which to physically inspect the ropeMy, con uct its due diligence and to inspect all records of Seller
related thereto. Buyer and Buyer's officers, employees, consultants, attorneys and other authorized
representatives, shall have the right to reasonable access to the Property and to all records of Seller
related thereto (including without limitation title information, surveys, environmental assessment reports
and other information concerning the condition of the Property), at reasonable times during the Inspection
Period for the purpose of inspecting the Property, taking soil and ground water samples, engineering
surveys, geotechnical studies, conducting hazardous materials and wetlands inspections, tests and
assessments, and otherwise conducting its due diligence review of the Property. Buyer hereby agrees to
indemnify and hold Seller harmless from any damages, liabilities or claims for property damage or
personal injury and mechanics or construction liens caused or created by Buyer and its agents and
contractors in the conduct of such inspections and investigations, other than pre-existing conditions
merely discovered by Buyer or its agents or contractors. Seller shall cooperate with Buyer in making such
inspections and reviews and in obtaining any governmental approvals of its contemplated use of the
Property and shall execute and deliver, upon request of Buyer, any and all applications, petitions and
consents necessary for Buyer to obtain such approvals, at no cost and expense to Seller. Buyer shall
reimburse Seller for all reasonable costs and expenses, including but not limited to reasonable attorney's
fees arising from or related to Seller's cooperation with Buyer as set forth herein. Seller shall make
available to Buyer such of the foregoing as may be in Seller's possession in order to facilitate Buyer's due
diligence. Seller shall give Buyer any authorizations in Seller's power to provide which may be required
by Buyer in order to gain access to records or other information pertaining to the Property or the use
thereof maintained by any third party, governmental or quasi -governmental authorities or organizations.
The indemnities contained in this Section shall survive the termination of this Agreement. In the event of
a termination of this Agreement, Buyer shall provide Seller (at no cost to Seller) copies of any non-
2.3 Continuing Right of Inspection. After the Inspection Period and so long as Buyer
has not terminated this Agreement, Buyer shall have the right to continue to conduct physical inspections
and assessments of the Property on the terms and conditions set forth in Section 2.1 above.
2.4 Time and Place of Closing. Closing shall take place at the offices of Buyer's
attorney on the date that is the earlier of (i) Thirty (30) days after Buyer' receipt of the Approvals detailed
in Section 6.2 (a); or

2.5 Payment. The Purchase Price, subject to any applicable reimbursements,
adjustments, or credits (such as without limitation the Earnest Money Deposit, proration of real estate
taxes or closing costs) shall be paid in certified funds, by wire transferred funds or by any other means as
may be acceptable to both parties.
2.6 Closinq Costs.
WARRANTIES, REPRESENTATIONS AND COVENANTS OF SELLER
Seller, to the best of Seller's knowledge warrants and represents as follows as of the date of this
Agreement and as of the Closing as follows:
3.1 Title. Seller is the fee title owner of the Property.
3.2 Eminent Domain/Condemnation. No condemnation or eminent domain
proceedings are now pending or threatened concerning the Property, and Seller has received no notice
from any governmental agency or authority or other potential condemn or concerning any right-of-way,
utility or other taking which may affect the Property.
3.3 Environmental Matters; Wetlands. To the best of Seller's knowledge without
investigation, except as may be set forth in the environmental reports previously obtained by Seller and
delivered to Buyer, the Property does not now contain nor has the Property contained any underground
storage tanks, hazardous material or landfills. Seller has used no hazardous material at the Property nor
has Seller permitted any other person to do so.
3.4 Foreign Investment and Real Property Tax Act. Seller is not a "foreign person"
within the meaning of Section 1445 of the Internal Revenue Code, or under any comparable state
statutes which are applicable to this transaction. At Closing Seller will execute and deliver to Buyer an
affidavit regarding such matters. If Seller fails to execute and deliver such affidavit, Buyer may deduct
and withhold from the Purchase Price such amounts as Buyer may be required to withhold in order to
satisfy any of Buyer's tax withholding obligations under such statutes or regulations promulgated pursuant
thereto.
3.5 Bankruptcy. Seller is not bankrupt or insolvent under any applicable Federal or
state standard, has not filed for protection or relief under any applicable bankruptcy or creditor protection
statute and has not been threatened by creditors with an involuntary application of any applicable
bankruptcy or creditor protection statute. Seller is not entering into the transactions described in this
Agreement with an intent to defraud any creditor or to prefer the rights of one creditor over any other.
Seller and Buyer have negotiated this Agreement at arms -length and the consideration paid represents
fair value for the assets to be transferred.
3.6 Litigation. Seller is not a party to any litigation, condemnation, quasi-judicial,
administrative or other proceedings or court order, affecting the Property. Seller knows of no pending or
threatened litigation, condemnation, quasi-judicial, administrative or other proceedings or court order,
affecting the Property, nor any district proceeding, building moratorium, court order, building code provisions,
deed restriction or restrictive covenant (recorded or otherwise) or other private or public limitation, which
might in any way impede or adversely affect the Project. Seller has not received any notice from any

government agency having authority over any of the Property that there is any violation of any rule,
regulation, ordinance, permit, development order, development permit, or any other regulation or
requirement, promulgated by any government agency or body affecting the Property.
3.7 Other Agreements. Seller has not entered into any, and to Seller's knowledge
there are not any, outstanding rights of third parties to use any portion of the Property for any purposes
and Seller agrees not to extend any such rights prior to Closing. Seller has not entered into any, and to
Seller's knowledge there are not any, outstanding rights of first refusal, options to purchase or purchase
and sale agreements in favor of any third party with respect to the Property.
3.8 Organization; Authority. Seller has full power and authority to enter into and
perform this Agreement in accordance with its terms, and the persons executing this Agreement on behalf
of Seller have been duly authorized to do so.
POSSESSION: RISK OF LOSS
4.1 Possession. Possession of the Property will be transferred to Buyer at Closing.
4.2 Risk of Loss. All risk of loss to the Property shall remain upon Seller until the
conclusion of the Closing. If, before Closing, any material portion of the Property is damaged by casualty,
or if any material portion of the Property is taken or threatened by eminent domain, or if there is a material
obstruction of access by virtue of a taking by eminent domain, Seller shall, within ten (10) days of such
damage or taking, notify Buyer thereof and Buyer shall have the option to:
(a) terminate this Agreement upon notice to Seller given within ten (10) business
days after such notice from Seller, in which case Buyer shall receive a return of the Earnest Money
Deposit; or
(b) proceed with the purchase of the Property, in which event Seller shall assign to
Buyer all Seller's right, title and interest in all amounts due or collected by Seller under applicable
insurance policies or as condemnation awards. In such event, the Purchase Price shall be reduced
by the amount of any insurance deductible to the extent it reduces the insurance proceeds payable.
TITLE MATTERS
5.1 Within five (5) days after the Effective Date, Seller shall deliver to Buyer's counsel copies
of any title information, including prior title policies and surveys, wetlands delineations, existing
environmental reports, zoning reports, development declarations, and such other pertinent information
regarding the development and use of the Property and that are in Seller's possession. During the
Inspection Period, Buyer may order a current survey of the Property. Buyer shall have until the end of the
Inspection Period within which to notify Seller in writing of any conditions, defects, encroachments or
other objections to title or survey which are not acceptable to Buyer (the "Title Objection Letter"). Any
matter disclosed by a title insurance commitment (other than liens removable by the payment of money)
or by the survey which is not timely specified in the Title Objection Letter shall be deemed a "Permitted
Exception". Seller shall have a period of ten (10) days after receipt of Buyer's title objection letter in
which to elect in writing whether to cure such title and survey objections (the "Title Response Letter");
provided, however, that Seller shall not be obligated to cure or institute any litigation with respect thereto
(other than liens arising through Seller and removable by the payment of money, which Seller shall be
obligated to cure). If Seller elects to cure such title objections, Seller shall use good faith efforts to cure
such objections to title or survey within thirty (30) days after delivery of the Title Response Letter to Buyer.
If Seller elects not to cure such title objections, within ten (10) business days after receipt of the Title
Response Letter, Buyer shall elect to (i) terminate this Agreement and receive a return of the Earnest
Money Deposit, or (ii) waive such objection(s) and close the purchase of the Property, subject to the
objection(s), and without reduction of the Purchase Price. If Seller is unable to cure such title objections
after using good faith efforts, the Buyer shall elect to (i) terminate this Agreement and receive a return of

the Earnest Money Deposit, (ii) waive such objection(s) and close the purchase of the Property, subject to
the objection(s), and without reduction of the Purchase Price, or (iii) allow Seller additional time to cure
such objections. During the pendency of this Agreement, the Buyer shall have an ongoing right to order a
title down date on the Property, at Buyer's sole cost and expense. If such title down dates reveal new title
matters arising through Seller that appear of record after the effective date of the initial title insurance
commitment which are not consented to by Buyer, Seller shall be obligated to delete such matters of
record, and the failure of Seller to delete such matters of record shall be deemed an event of default
under this Agreement.
CONDITIONS PRECEDENT
6.1 Seller's Closing Deliveries. The obligations of Buyer under this Agreement are
subject to satisfaction or written waiver by Buyer of each of the following requirements of Seller on or
before the Closing Date:
(a) Seller shall have delivered all documentation that Seller has agreed to provide in
its Title Response Letter.
(b) Buyer shall have received the following in form reasonably satisfactory to Buyer:
(1) A special warranty deed, duly executed, witnessed and
acknowledged, and insured by the title insurance company, so as to convey to Buyer the fee simple
title to the Property, subject only to the Permitted Exceptions;
(2) An owner's affidavit, non -foreign affidavit and such further instruments
of conveyance, transfer and assignment and other documents as may reasonably be required by the
title insurance company in order to effectuate the provisions of this Agreement and the consummation
of the transactions contemplated herein;
(3) Resolutions of Seller authorizing the transactions described herein
and the authority of the signatories of the closing documents, certified by the appropriate officer of the
Seller
(4) Such other documents as Buyer or the title insurance company may
reasonably request to effect the transactions contemplated by this Agreement.
(5) Termination of all leases pertaining to the property, including but not
limited to, agricultural farming lease, storage lease and single-family tenant lease. At the time of
transfer, the property shall be uninhabited and free of any lease.
Provided Buyer has fully performed all of its obligations under this Agreement and is not in default
hereunder, the failure of any items set forth above shall be deemed an event of default by the Seller, and
the Buyer shall have the remedies set forth in Section 7.1 below for such default.

7. BREACH: REMEDIES
MISCELLANEOUS
8.1 Brokers. Seller is represented by Paul Mckinney of Caldwell Banker King and
Buyer is represented by Patrick Johnson of NAI Beverly -Hanks. Buyer agrees to indemnify and hold
Seller harmless from any other such broker claim arising by, through or under Buyer, and Seller agrees to
indemnify and hold Buyer harmless from any other such broker claim arising by, through or under Seller.
8.2 USA Patriot Act.
(a) None of the funds to be used for payment by Buyer of the Purchase Price will be
subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal
Asset Forfeiture), 18 U.S.C. §§ 881 (Drug Property Seizure), Executive Order Number 13224 on
Terrorism Financing, effective September 24, 2001, or the United and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public
Law 107-56 (the "US Patriot Act").
(b) Buyer is not, and will not become, a person or entity with whom U.S. persons are
restricted from doing business with under the regulations of the Office of Foreign Asset Control ("OFAC")
of the Department of Treasury (including those named on OFAC's Specially Designated and Blocked
Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order

Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism), the USA Patriot Act, or other governmental action.
8.3 Notices. All notices and demands of any kind which either party may be required
or may desire to serve upon the other party in connection with this Agreement shall be in writing, signed
by the party or its counsel identified below, and shall be served (as an alternative to personal service) by
registered or certified mail, overnight courier service, electronic (e-mail) or facsimile transmission, at the
addresses set forth below:
As to Seller:
Norman Louis Franklin,
Successor Trustee of the
Franklin Family Trust U/A
dated May 19, 1994
368 Hoopers Creek Road
Fletcher, NC 28732
With a copy to:
Jason M. Peltz
Worley & Peltz, PLLC
42 Orchard Street
Asheville, NC 28801
Phone: [phone]
[e-mail]
With a copy to:
Paul McKinney
Caldwell Banker King
[e-mail]
As to Buyer: Longbranch Development, LLC
Attn: Ben Graves / Brett Basnight
1855 E. Main Street, Ste 14-7
Spartanburg, SC 29307
Phone: [phone]
Email: bgraves(c-)long branchdevelopment.ccm
[e-mail]
With a copy to Johnson, Smith, Hibbard & Wildman Law Firm, L.L.P.
Buyer's Counsel and Escrow Attn: Steven M. Querin, Esq.
Agent: 220 N. Church Street, Suite 4
Spartanburg, SC 29306
Phone: [phone]
Email: [e-mail]

Any such notice or demand so served, shall constitute proper notice hereunder upon delivery to the
United States Postal Service or to such overnight courier, or by confirmation of the electronic or facsimile
transmission.
8.4 Attorneys' Fees. In the event of any dispute, litigation or other proceeding between
the parties hereto to enforce any of the provisions of this Agreement or any right of either party
hereunder, the unsuccessful party to such dispute, litigation or other proceeding shall pay to the
successful party all costs and expenses, including reasonable attorneys' fees, incurred at trial, on appeal,
and in any arbitration, administrative or other proceedings, all of which may be included in and as a part
of the judgment rendered in such litigation. Any indemnity provisions herein shall include indemnification
for such costs and fees. This Section shall survive the Closing or a prior termination hereof.
8.5 Effective Date. The "Effective Date" of this Agreement shall be the business day
on which the last of the Buyer and Seller have executed this Agreement.
8.6 Time. Time is of the essence of this Agreement, provided that if any date upon
which some action, notice or response is required of any party hereunder occurs on a weekend or
national holiday, such action, notice or response shall not be required until the next succeeding business
day.
8.7 Governing Law. This Agreement shall be governed by the laws of the state in
which the Property is located.
8.8 Successors and Assigns. The terms and provisions of this Agreement shall be
binding upon and shall inure to the benefit of the heirs, successors and assigns of the parties. No third
parties, including any brokers or creditors, shall be beneficiaries hereof or entitled to any rights or benefits
hereunder. Buyer shall not be permitted to assign its rights under this Agreement without the prior written
consent of Seller, other than to an entity managed by Buyer.
8.9 Confidentiality. This Agreement and all terms and conditions hereof shall remain
confidential prior to the Closing, provided, however, that such confidentiality shall not prohibit disclosure
to employees, attorneys, accountants, and consultants of Buyer, provided that such persons agree to
treat the same confidentially.
8.10 Section 1031 Exchange. Buyer acknowledges that Seller may effect a like -kind
exchange under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code").
Accordingly, Buyer agrees that it will cooperate with Seller to effect a tax-free exchange in accordance
with the provisions of Section 1031 of the Code and the regulations promulgated with respect thereto.
Seller shall be solely responsible for any additional fees, costs or expenses incurred in connection with
the like -kind exchange contemplated by this paragraph, and Buyer shall not be required to incur any debt,
obligation or expense in accommodating Seller hereunder. In no event shall Seller's ability or inability to
effect a like -kind exchange, as contemplated hereby, in any way delay the Closing or relieve Seller from
its obligations and liabilities under this Agreement. Seller hereby agrees to indemnify and hold harmless
Buyer from any liability, losses or damages incurred by Buyer in connection with or arising out of the
Section 1031 like -kind exchange, including but not limited to any tax liability.
8.11 Facsimile or .Pdf. Signatures to this Agreement transmitted by telecopy or email
(.pdf) shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an
execution original to this Agreement with its actual signature to the other party, but a failure to do so shall
not affect the enforceability of this Agreement, it being expressly agreed that each party to this Agreement
shall be bound by its own telecopied or emailed signature and shall accept the telecopied or emailed
signature of the other party to this Agreement.
8.12 Escrow Agent. All Earnest Money shall be held by Escrow Agent in accordance
with the terms of the Escrow Agreement attached hereto.

8.13 Waiver of Jury Trial and Damages. Each party hereby waives the right to a jury
trial in connection with this Agreement, and further waives any right to consequential and exemplary or
punitive damages in connection therewith.
8.14 No Solicitation. Seller agrees that upon its execution of this Agreement neither it
nor its agents or employees will (a) initiate, encourage the initiation by others of discussions or
negotiations with third parties or respond to solicitations by third parties relating to the Property or any
part thereof, (b) fail to immediately notify Buyer if any third party attempts to initiate any such solicitation,
discussion or negotiation with Seller nor will enter into any agreement with any third party with respect to
the Property or any part thereof.
8.15 Property Lease. Seller has disclosed to Buyer that the Property is leased for
agricultural farming use and equipment storage. During the Contract period, any renewals or new leases
shall be disclosed to Buyer. All leases must be terminable within a ninety (90) days notice prior to
Closing.
[The balance of the page is intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.
BUYER:
LONGBRANCH INVESTORS, LLC,
a South Carolina limited liability company
By: AA -
—Zez�
Name: Brett Basnight
Title: Member
Date: 8/24/2021
SELLER:
Norman Louis Franklin, Successor Trustee under the Franklin
Family Trust U/A dated May 19, 1994
Date: 6 -- � / z /
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10

EXHIBIT A
Description of the Property
11