SWA000180_Pending Sales Agreement_20230105

STATE OF NORTH CAROLINA
CONTRACT FOR PURCHASE OF PROPERTY
lJY j�
COUNTY OF CATAWBA �'�( e Nr'
THIS CONTRACT FOR PURCHASE OF PROPERTY (the "Contract") is made and
entered into this day of .42Z&2hff,2020, by and between Candy Lee Y#ii5bn, n S © n
Guy Marshall Killian, Johnny Killian, and Larry C. Wilkinson ("Seller") and North State SS 10/22/20
Development, LLC, a North Carolina Limited Liability Corporation, ("Buyer").
STATEMENT OF PURPOSE
Seller is the owner of that certain tract of land located in Catawba County, North
Carolina, as more particularly described below. Buyer desires to acquire from Seller the
Property, as hereafter defined, upon the terms and conditions contained in this Contract.
Seller is willing to sell and convey the Property, as hereafter defined, pursuant to the
terms and conditions of this Contract.
NOW, THEREFORE, subject to the terms and conditions of this Contract, and in
consideration of the premises and the respective agreements hereinafter set forth, Seller
and Buyer agree as follows:
1. Description of Subject Propga. The property now owned by Seller which
is the subject of this Contract is as follows:
a. All that certain approximately 16.46 acre lot made of 5 parcels of
land with address of 5575, 5531, 5597, 6131, 5523 NC Hwy 150 in Maiden, North
Carolina, Catawba County, North Carolina, all as more particularly shown on the
site plan and legal description attached hereto as Exhibit A and made a part hereof
by reference (hereinafter called the "Land").
b. All rights, privileges, and easements appurtenant to the Land,
including all rights of view, light and air, water rights, rights of way, roadways,
parking areas, roadbeds, alleyways and reversions or other appurtenances used in
connection with the beneficial use of the Land.
All of the items described in Subparagraphs (a) and (b) above are hereinafter
collectively called the "Property."
2 . Purchase Price. The purchase price (the "Purchase Price") to be paid by
Buyer for the Property shall be One Million Eight Hundred Thousand and no/100 Dollars
($1,800,000.00). The Purchase Price shall be payable in the form of cash, as follows:
a. An "Escrow Money Deposit" payment of Fifteen Thousand and No/100
Dollars ($15,000.00) (the "Earnest Money") to be applied to the Purchase Price at
Closing, which shall be paid by Buyer to Morehead Title Company (the "Escrow
Agent") for deposit in an interest bearing account at the time the Agreement is
fully executed by all parties (the "Delivery Date").

b. The balance of the Purchase Price shall be due at Closing, against
which the Earnest Money shall be applied at Closing.
3 . 1 ing Date. Subject to the extensions provided herein, the Closing of the
sale and purchase of the Property (the "Closing") shall take place no later than thirty (30)
days after Buyer's receipt of the Governmental Approvals as defined in Paragraph 5(f)
hereof. For purposes herein, any reference to the Earnest Money shall include all interest
accruing thereon. Buyer and Seller mutually agree that Buyer may extend the Closing for
one thirty (30) day period upon the deposit by Buyer of the amount of Twenty -Five
Thousand and No/100 Dollars ($25,000.00) with Escrow Agent, which shall be made part
of the Earnest Money and shall be nonrefundable (except in the event of a Seller default
or failure of a condition) and shall be a credit against the Purchase Price at Closing. At
the election of Buyer, upon ten (10) days advance written notice to Seller, Buyer may
elect to close prior to the then applicable Closing Date. The Closing shall take place at a
location selected by Buyer. The date of the Closing shall be referred to herein as the
"Closing Date."
4. Title to the Property.
At the Closing, Seller shall deliver to Buyer a special warranty deed in form and
content reasonably satisfactory to Buyer's counsel with documentary or other required
stamps to be affixed thereto at Seller's expense, conveying to Buyer a good, indefeasible,
fee simple, marketable and insurable title to the Land and its appurtenances, said title to
be insurable both as to fee and marketability at regular rates by a title insurance company
of Buyer's choice (the "Title Company"), without exception except as to those matters
specifically enumerated in this Paragraph.
The Land and its appurtenances shall be conveyed by Seller to Buyer free and
clear of all liens, encumbrances, claims, rights -of -way, easements, leases, restrictions and
restrictive covenants except the following:
a . rights -of -way of streets, so long as they do not interfere with the
development and use of the Property as a
parking areas and other related improvements (the "Intended Use");
b. general utility easements and rights -of -way in customary form, so
long as they do not interfere with the development and use of the Property for the
Intended Use;
C. zoning and building laws or ordinances, provided they do not
prohibit the development and use of the Property for the Intended Use and so long
as the Property is in compliance with same;
d. City/County ad valorem taxes for the year in which Closing occurs;
and
e. matters revealed by the Survey, as hereafter defined, provided that
they do not interfere with the development and use of the Property for the Intended
Use.
If, in the opinion of Buyer's counsel, Seller's title fails to meet the requirements of
this Paragraph, then any such deficiency shall be specified in writing to Seller prior to the
Closing, and Seller shall have the option for a period of thirty (30) days thereafter to cure
such deficiency to the satisfaction of Buyer's counsel at Seller's sole cost and expense. If

Seller fails to cure such defect(s) prior to Closing, Buyer shall have the option of. (i)
taking title "as is" and consummating the Closing; (ii) extending the Closing for a
reasonable period of time to enable Seller to cure such deficiency if Seller is attempting
to cure same; (iii) terminating this Contract and receiving an immediate refund of the full
amount of the Earnest Money; or (iv) if the defect(s) can be cured by a monetary
payment, Buyer has the right of making such payment and reducing by a like amount the
cash due to Seller at Closing. Notwithstanding the foregoing, at Closing, Seller shall
cause to be removed, at no cost to Buyer, all liens, including deed of trust liens and
mechanics' and materialmen's liens, affecting the Property.
Buyer's In Dection Period and Governmental Approval Period.
a. For Purposes hereof, the phrase "Buyer's Inspection Period" shall be
the period commencing on the Delivery Date and ending at 11:59 p.m. E.S.T. on
the date that is the one hundred twentieth (120) day following such date.
b. Buyer, with Seller's reasonable cooperation, shall make all such
inspections on the Property as it deems desirable within the Buyer's Inspection
Period, including, but not limited to, engineering, soils, environmental, marketing,
zoning and utilities inspections, examinations or studies. Buyer agrees to
indemnify and hold Seller harmless from all liabilities, claims, damages, liens,
costs and expenses (including reasonable attorneys' fees) in connection with its
inspection of the Property.
C. Within five (5) days of the Delivery Date, Seller shall provide Buyer
copies of (i) all soils compaction tests, environmental reports and any other reports
relating to the physical condition of the Property, and (ii) all title information in
Seller's possession or reasonably available to Seller including, but not limited to,
title insurance policies, attorneys' opinions on title, copies of all documents
relating to all title exceptions, surveys, site plans, deeds, deeds of trust, promissory
notes, loan agreements relating to the Property, plans, drawings, studies, and
zoning letters, certificates or other information.
d. During the Buyer's Inspection Period, Buyer shall, at its sole
expense, cause an accurate boundary and physical survey of the Property (the
"Survey") to be prepared by a North Carolina registered land surveyor or licensed
engineer. The legal description attached to the deed to the Property executed and
delivered by Seller to Buyer at Closing, and to be attached to any other documents
requiring a legal description of the Property, shall be prepared from the Survey.
e. If, during the Buyer's Inspection Period, Buyer, for any reason or for
no reason, is not satisfied with any of the matters inspected or reviewed by it with
respect to the Property, Buyer may elect in its sole and absolute discretion to
terminate the Contract by giving written notice of such decision to Seller. Upon
such notification, the full amount of the Earnest Money shall be returned to Buyer
and Buyer. Failure to provide notice prior to the end of the Buyer's Inspection
Period shall be deemed a waiver of the Buyer's rights to such termination
hereunder.
f. After expiration of the Buyer's Inspection Period, if Buyer has not
terminated the Contract as provided in Paragraph 5.e., then Buyer shall use its best
efforts to obtain all permits, licenses, authorizations, approvals, zoning, site plan
approvals, building permits, legal changes, variances, use permits, discretionary
land use approvals, public or private easements or rights -of -way, and other actions
of governmental authorities deemed by Buyer in Buyer's sole discretion to be
required for the development and use of the Property for the Intended Use (the
"Governmental Approvals"). Seller agrees to cooperate with Buyer's efforts and
deliver such petitions, applications, consents, and other authorizations and to

undertake such actions as Buyer may reasonably require in this regard (excluding
any actions or deliveries which result in expense or liability to Seller). If at any
time prior to the closing, Buyer's attempts to receive Governmental Approvals is
rejected or Buyer in good faith determines that such approvals will not be
obtained, then Buyer may elect in its sole and absolute discretion to terminate this
Contract by giving written notice of such decision to Seller; provided, however,
the Earnest Money shall be nonrefundable to Buyer after the Buyer's Inspection
Period except in the event of a default by Seller and except as a credit against the
Purchase Price at Closing.
g. Buyer and Seller mutually agree that Buyer may extend Buyer's
Inspection Period for one thirty (30) day period upon the deposit by Buyer of the
amount of Fifteen Thousand and no/100 Dollars ($15,000.00) with Escrow Agent,
which shall be made part of the Earnest Money and shall be a credit against the
Purchase Price at Closing. Buyer may elect in its sole and absolute discretion to
terminate the Contract by giving written notice of such decision to Seller on or
prior to the expiration of the Buyer's Inspection Period, as extended. Upon such
notification, the full amount of the Earnest Money shall be returned to Buyer.
h. In the event Buyer terminates this Contract for any reason other than
a default hereunder by Seller, Buyer shall furnish to Seller, at no cost to Seller,
copies of all non -privileged, non -confidential, and non-proprietary reports, studies,
maps, plans, drawings and similar documents prepared by a third parry
for Buyer with respect to the Property, within two weeks after
termination. Buyer shall deliver such materials to Seller as an accommodation
only and makes no representation or warranty of any kind concerning the
completeness, adequacy, enforceability, or accuracy of the materials furnished or
otherwise relative to the same. This obligation shall survive the termination of the
Contract.
6. Closing Costs. Seller shall pay for the preparation of the deed to the
Property, the transfer tax stamps to be affixed thereto and the cost of discharging any
mortgage, lien or title encumbrance other than those permitted hereunder. Buyer shall be
responsible for the cost of recording the deed and any instruments to be recorded under
the terms of this Contract with respect to the Property. Except as otherwise provided
herein, each party shall bear its own expense or expenses, including its own attorneys'
fees.
7. Settlement Adjustments. Seller shall pay all ad valorem property taxes
respecting the Property for that portion of the calendar year through the day before the
Effective Closing Date, and Buyer shall pay the remaining portion of the ad valorem
property taxes; in the event either the tax assessment or tax rate for the year in which the
Closing occurs is not known as of the Effective Closing Date, the parties shall prorate at
Closing on the basis of the last known values and rates and adjust the prorations once
such become known for said year. Seller shall also pay all deferred taxes prior to Closing
and any special assessments relating to the Property.
8. Maintenance of the Propr y-. Between the Delivery Date and the Closing
Date, Seller shall continue to maintain the Property in good condition and repair, ordinary
wear and tear alone excepted, and shall not cause or permit any waste respecting the
Property. Furthermore, during said period Seller shall not take any action which would
adversely affect the value of or title to the Property.
9. Brokerage Commission. Seller and Buyer mutually acknowledge and
represent that they have dealt with no broker in connection with this transaction other
than Angela Purvis of REMAX Executive. Each party agrees to indemnify and hold the
other harmless from and against any and all other claims, demands or the cost and
expense thereof, including reasonable attorneys' fees arising out of any brokerage
commission, fee or other compensation (other than the above -described commission

payable to Angela Purvis of REMAX Executive, which shall be paid by Seller and only
in the event of Closing) due or alleged to be due in connection with the transaction
contemplated by this Contract based upon an agreement alleged to have been made or
other action alleged to have been taken by the indemnifying party.
10. Eminent Domain. If, prior to the Closing Date, all or any part of the
Property is taken by eminent domain or if condemnation proceedings are commenced,
Buyer shall have the option, by giving written notice to Seller, to terminate this Contract
and receive an immediate refund of the full amount of the Earnest Money plus interest
earned thereon. If Buyer does not so elect to terminate this Contract, the Contract shall
remain in full force and effect, and Seller shall assign, transfer and set over to Buyer at
the Closing all of Seller's right, title and interest in and to any awards that may be made
for such taking.
11. Representations_ Warranties and Covenants of Seller. In addition to the
other warranties, covenants and representations set forth herein, Seller hereby makes the
following representations, covenants and warranties to Buyer, each of which shall be
deemed material:
a. The Property now is, and at the Closing will be, in full compliance
with applicable zoning and land use laws, and other local, state or federal laws and
regulations; and Seller does not have knowledge of any proposed change in any
such code, law or regulation which would interfere with Buyer's Intended Use of
the Property as described herein. Seller has received no notices from any party of
a violation relating to the Property of any law, rule, regulation ordinance or other
requirement from any governmental or regulatory authority.
b. Seller currently owns and will own at the Closing Date a marketable
and insurable fee simple title to the Property, subject only to those exceptions
listed in Paragraph 4 above, free and clear from all liens and encumbrances.
C. There are no adverse or other parties in possession of the Property or
any part thereof and Seller has entered into no agreement or lease, oral or written,
not referred to herein, that will be binding upon Buyer or the Property; and neither
Seller nor the Property are subject to any claim, demand, suit, unfiled lien,
proceeding or litigation of any kind, pending or outstanding, or threatened or
likely to be made or instituted which would in any way be binding upon Buyer or
its successors or assigns or affect or limit Buyer or its successors or assigns in the
full use and enjoyment of the Property or which would limit or restrict in any way
Seller's right or ability to enter into this Contract and consummate the sale and
purchase contemplated hereby.
d. There are no taxes, charges or assessments of any nature or
description arising out of the conduct of Seller's business or the ownership of the
Property which would constitute a lien against the Property and that will be unpaid
at the Closing Date or not paid from the Seller's Closing proceeds, except for the
lien of ad valorem property taxes for the year in which the Closing occurs.
e. Seller is not a "foreign person" within the meaning of Section 1445
of the Internal Revenue Code of 1986, as amended.
f. Seller shall refrain from undertaking any cutting of trees or material
or significant changes to the topography of the Land or the Property, without the
express written consent of Buyer, including the disposal of waste or debris upon
the Property.
g. All representations and warranties of Seller contained in this

Contract are true and correct as of the date hereof and will be true and correct as of
the Closing Date.
12. Conditions to B11yer's ObliggliM. In addition to the other conditions set
forth herein, the obligations and liabilities of Buyer hereunder shall in all respects be
conditioned upon the satisfaction of each of the following conditions prior to or
simultaneously with the Closing, any of which may be waived by written notice from
Buyer to Seller:
a. Seller has complied with and otherwise performed each of the
covenants and obligations of Seller set forth in this Contract.
b. All representations and warranties of Seller as set forth in this
Contract shall be in all respects true and correct as of the Closing date.
C. There has been no material and adverse change to the title to the
Property which has not been cured and the Title Company has issued an owner' s
title insurance commitment on the Property and is prepared to issue to Buyer upon
the Closing a fee simple owner's policy as required by Paragraph 4 of this
Contract.
d. There has been no material, adverse change to the existing
topography and landscaping (including without limitation, trees) located upon the
Property and no material waste has occurred thereon.
e. Water, sanitary and storm sewer, gas, electric, telephone and
drainage facilities and other utilities are or will be made available to the
boundaries of the Property, at no cost to Buyer, under valid permits or agreements.
Seller shall grant any necessary utility or drainage easements and rights -of -way to
carry out the above condition.
£ Buyer has obtained the Governmental Approvals as defined in
Paragraph 5.£ herein.
13. Environmental Matters. Seller represents and warrants to its best
knowledge that no portion of the Property consists of filled land and the Property does
not contain any hazardous wastes, hazardous substances, hazardous materials, toxic
substances, hazardous air pollutants or toxic pollutants (collectively, "Hazardous Waste")
as those terms are defined or otherwise used in the Resource Conservation and Recovery
Act, the Comprehensive Environmental Response, Compensation and Liability Act, the
Clean Air Act, the Clean Water Act, and in any amendments thereto, or in any regulations
promulgated pursuant thereto, or in any other applicable federal, state or local law,
regulation or ordinance (collectively, the "Environmental Laws"),
14. (2Qamg Dom.
a. At Closing, the Seller shall deliver to Buyer the following:
i. a duly executed and acknowledged special warranty deed in
recordable form conveying good, fee simple and marketable title to the
Land with full warranties, free and clear of all liens and encumbrances,
except as herein provided;
ii. a duly executed lien affidavit warranting and holding Buyer

and the Title Company harmless against unpaid laborers' and materialmen's
liens;
iii. such other documents as Buyer's counsel or the Title
Company may reasonably request to evidence Seller's authority to execute
and perform under this Contract and to execute and deliver all documents
conveying the Property to Buyer;
iv. a certificate given under penalty of perjury and on a form
approved under regulations promulgated under Section 1445 of the Internal
Revenue Code of 1986 that Seller is not a foreign person;
V. all other documents required by this Contract to be delivered
by Seller hereunder; and
vi. such other documents and papers which may be necessary to
the consummation of the transaction described in this Contract as may be
reasonably requested by Buyer or Buyer's counsel.
b. At Closing, Buyer shall deliver to Seller:
i. any outstanding balance of the Purchase Price due; and
ii. such other documents and papers which may be necessary to
the consummation of the transaction described in this Contract as may be
reasonably requested by Seller or Seller's counsel.
15. Assignment. This Contract shall not be assigned by Seller. This Contract
shall be assignable by Buyer without the consent of Seller provided that the assignee shall
be liable for performance of Buyer's obligations hereunder.
16. Default and Remedies.
a. In the event Seller defaults or fails to perform any of the conditions
or obligations of Seller under this Contract or in the event any of the
representations and warranties contained herein are not true and correct as of the
date hereof and as of the Closing Date, Buyer shall have the right to enforce an.
action in equity for specific performance, sue for damages available at law or
terminate this Contract by giving written notice to Seller and receive an immediate
refund of the Earnest Money.
b. In the event of a default or breach by Buyer of any of the covenants
or conditions or obligations of Buyer under this Contract, Seller's sole and
exclusive remedy shall be to give written notice thereof to Buyer and to retain the
Earnest Money as full liquidated damages, actual damages being difficult if not
impossible to ascertain and the parties having made a bona fide effort to estimate
Seller's damages.
17. Entry. Buyer shall have the right to enter upon the Property at any time
after the date of this Contract for any purpose. Such entry right shall be exercised so as
to not unreasonably interrupt any business activities of Seller on the Property.
18. Miscellaneous.

✓� � �o,%�:-� �.e�G'� ��- ��,. 1 p' `ems- �/�-�a�vtr���-�
Name: GUY MARSHALL KILLIAN
Name: spouse of Guy
Marshall Killian
�d ~ r
Name: JO KILLIAN
Name:&ZIA spouse of Johnny
Killian
J
Name: KARRY C. WILKINSON
Name:A spouse of Larry C.
Wilkinson
TABLE OF EXHIBITS
EXHIBIT A: Site Plan of Land

a. Survival of Provisions. All the warranties, representations and
indemnities contained herein shall, as applicable, survive the Closing and the
delivery of the deed and other documents.
b. Notices. Any notice required or permitted to be given under this
Contract shall be in writing and shall be deemed to have been given when (i)
deposited in Federal Express (or any other national "next day" delivery service),
or (ii) deposited in the United States mail via registered or certified mail, postage
prepaid, return receipt requested, or (iii) sent via facsimile, provided that
acknowledgment of receipt thereof is received by the sending party from the
receiving party, and addressed as follows:
SELLER:
with copy to: G%! Cl L�r!%,` 5
-----------------
�"i `��
BUYER: North State Development, LLC
18825 West Catawba Avenue, Suite 250
Cornelius, NC 28031
Attn: Shane Seagle
[e-mail]
with copy to: Irvin Law Group, PLLC
P.O. Box 2376, Davidson, NC 28036 (mailing)
19726 Zion Avenue, Cornelius, NC 28031 (delivery)
Attn: Susan K. Irvin
Either party may, from time to time, by notice as herein provided, designate a
different address to which notice to it shall be sent.
C. Applicable Law. This Contract shall be governed by and construed
in accordance with the laws of the State of North Carolina.
d. Entire Agr m n . This Contract and the Exhibit attached hereto
contain the entire understanding and agreement by and between the parties and all
prior or contemporaneous oral or written agreements or instruments are merged
herein, and no amendment to this Contract shall be effective unless the same is in
writing and signed by the parties hereto.
e . Binding Effect. This Contract shall be binding upon and shall inure
to the benefit of the parties hereto and their respective permitted successors and
assigns.
f. mentions and Headings. The captions and headings throughout this
Contract are for convenience and reference only, and the words contained therein
shall in no way be held to define or add to the interpretation, construction or
meaning of any provision of this Contract.

g. Counterpart Originals. This Contract has been executed in four (4)
originals, and Seller and Buyer each acknowledge receipt of two (2) of the
executed originals.
h. Memorandum of Agr m n . Upon the request of either party
hereto, the other shall execute and acknowledge a memorandum of this Contract in
recordable form sufficient to identify the practice hereto, the Property and the
Closing Date. If a party fails to execute and acknowledge said memorandum upon
request, the other is authorized to execute, acknowledge and record same on its
behalf as attorney -in -fact for said limited purpose.
i. Tax -Deferred Exchangg. In the event Buyer or Seller desires to
effect a tax -deferred exchange in connection with the conveyance of the Property,
Buyer and Seller agree to cooperate in effecting such exchange; provided,
however, that the exchanging party shall be responsible for all additional costs
associated with such exchange, and provided further, that a non -exchanging party
shall not assume any additional liablity with respect to such tax -deferred
exchange. Seller and Buyer shall execute such additional documents, at no cost to
the non -exchanging party, as shall be required to give effect to this provision.
j. Joinder of SWuses. The undersigned, spouse of
spouse of spouse of
and . spouse of hereby join in this Contract,
and shall join in the execution of the Deed at Closing, for the purpose of
conveying their marital interests.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed and sealed as of the date set forth below each signature.
BUYER:
NORTH STATE DEVELOPMENT, LLC
- q_�
By:
Name: Shane &ilgle
Title: -.11anascr
SELLER:
Name: C NDY LEE WfLSO el' j4lJ l f�� n�c5n
Name: , spouse of Candy Lee
Wilson