Loading...
HomeMy WebLinkAboutSW1221003_Pending Sales Agreement_20221031ASSIGNMENT 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: 'P%'z Q I- �� ,VAtic A C.�►�a Wilder Exhibit A Water Connection ammo �a w� wwx wort Us war OW) ar u SHEET C-6.1 oc a C of w 0 11 3 wd Approximate location of future water line. To be installed by Buyer. F*CPOGM r GATE VALVE" H 9OX t ")M W& SEE SHi".3 FOR DETAL — I f. 1 / 41 ��•���•r'� �f1JL wfv.G ON, -[r.�l.�• N.�a5H Oti1 x&id auvwass3 g 3!9l9x3 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 mark@ecustarrealestate.com As to Buyer: Longbranch Development, LLC Attn: Ben Graves / Brett Basnight 1855 E. Main Street, Ste 14-7 Spartanburg, SC 29307 Phone: 864-590-3960 Email: bgraves(a)long branchdevelopment.ccm bbasnight@longbranchdevelopment.com 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: 864-582-8121 Email: squerin@jshwlaw.com 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 ■. -. �� - r - . � , - ■ �{ � _� �� � �:y:� � . �-. . _ . � •/ \ }� ��}a �- _ 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: (828) 255-2728 jason@worleypeltz.com With a copy to: Paul McKinney Caldwell Banker King pmckinney@smmachining.com As to Buyer: Longbranch Development, LLC Attn: Ben Graves / Brett Basnight 1855 E. Main Street, Ste 14-7 Spartanburg, SC 29307 Phone: 864-590-3960 Email: bgraves(c-)long branchdevelopment.ccm bbasnight@longbranchdevelopment.com 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: 864-582-8121 Email: squerin@jshwlaw.com 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 / o�� 10 EXHIBIT A Description of the Property 11