SW6230104_Property Deed_20230126 (4)

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EDG PSA 2021
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Agreement") is entered into, and is
effective as of the date the Escrow Holder dates this Agreement as provided herein (the
"Effective Date"), by and between Sorrell Jackson LLC, a North Carolina limited liability
company ("Seller's and Embree Development Group, Inc., a Texas corporation or its permitted
assignee ("Buyer"). Buyer and Seller are each a "Party" and collectively are the "Parties."
RECITALS:
Seller is the owner of certain real property together with all improvements located
thereon, which is located west of the NWC of W Cumberland Street and Marlowe Drive [APN:
021507 0151 06 ] in Dunn, NC and depicted on Exhibit "A" attached hereto (the
`�Dev elopmlenf').
Seller desires to sell to Buyer and Buyer desires to buy from Seller a legally
platted lot located in the Development consisting of apprwdmately 72,742 square feet (1.67 ac)
of land and further depicted on Exhibit "B" attached hereto and all appurtenances thereto (the
"Property") upon the terms and subject to the conditions contained herein and incorporated by
reference herein as if fully set forth -
Buyer intends to develop and build a retail facility on the Property ("Buyer's
Intended Use").
NOW, THEREFORE, in consideration of the promises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Parties hereto agree as follows:
ARTICLE 1
ESCROW AND PURCHASE PRICE
1.1 Incorporation of Recitals. All of the foregoing Recitals are hereby
incorporatedas agreements of the Parties.
1.2 Price and Payment. The purchase price for the Property shall be Five
Hundred Twenty Five Thousand Dollars ($525,000 .00) (the "Purchase Price"). The Purchase
Price, subject to proration, if any, set forth in this Agreement, shall be paid to Seller in
immediately available good funds at Closing (as defined in Section 4.1).
1.3 Escrow Instructions. The purchase and sale transaction contemplated by
this Agreement shall be consummated through the "Escrow" established by Thomas Title and
Escrow (hereinafter the "Escrow Holder"). Buyer and Seller shall deposit with Escrow Holder
in a timely fashion all funds, documents, supplemental instructions and instruments necessary to
consummate the transactions contemplated by this Agreement prior to the Closing. The parties
agree that terms and conditions of this Agreement shall serve as "Escrow Instructions" to
Escrow Holder for the transactions contemplated hereunder and, by delivery of this Agreement

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to. Escrow Holder, hereby instruct Escrow Holder to open and complete Escrow and Closing in
accordance with the terms hereof Buyer and Seller shall execute and deliver such additional
Escrow Instructions to Escrow Holder as Escrow Holder may reasonably require, provided that
such instructions are consistent with this Agreement.
1.4 IlDeuosit. Within five (5) business days of the Effective Date, Buyer shall
deposit with the Escrow Holder Ten Thousand Dollars ($10,000A0) (the "Deposit'). The
Deposit shall be applied to the Purchase Price at Closing and upon the expiration of the
Feasibility Period (as defined in Section 2.5), the Deposit shall become non-refundable.
Notwithstanding the foregoing, the Deposit shall be refundable to Buyer if Seller breaches or
defaults in the performance of any of its obligations under this Agreement, or if Buyer elects to
terminate this Agreement pursuant to its rights in Sections 2.w, 2.5, 7.1, 7.2 below. in any event
where the Deposit shall be refunded to Buyer, the Escrow Holder shall return the Deposit to
Buyer less the sum of $100 to be delivered to Seller as independent contract consideration for
Buyer's right to terminate.
ARTICLE 2
PRECLOSING MATTERS
2.1 Delivery of Due Diligence Materials. On or before ten (10) days
following the Effective Date, Seller shall deliver to Buyer, at Seller's expense, the following
documents (the ``Due Diligence Materials"):
2.1.1. Intentionally Deleted.
2.1.2. Only if applicable, Common Area Maintenance ("CAM") annual
cost including the percentage of CAM allocation for the subject Property, the CAM Structure
(breakdown of all items to be included in the assessment) and CAM Manager with contact
information.
2.1.3. To the extent the following materials are in Seller's possession or
subject to Seller's reasonable control, (i) plans and specifications for any improvements on the
Property; (h) any survey(s) including the Property; (iii) any existing title insurance policy
covering the Property, all structural, seismic and geological investigations and reports which may
pertain to the Property; (iv) all environmental investigations and reports which may pertain to the
Property; (v) Reciprocal Easement Agreement(s), CC&R's; and/or (vi) all other agreements
(including, but not limited to, service and maintenance agreements) relating to the operation, use
and maintenance of the Property for which Buyer may be required to assume any responsibility
or liability after the Closing Date. If Seller does not have any such materials, Seller shall so
notify Buyer in writing within the ten (10) day period and the Feasibility -Period shall be
extended on a day for day basis for each day beyond the ten (10) day period Seiler fails to
deliver Seller's due diligence materials (or fails to notify Buyer that Seller does not have such
materials).
2.2 Survey. Buyer may, at Buyer's sole discretion and cost, cause to be
delivered to both the Escrow Holder and the Seller a current and updated ALTA/ACSM Land
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Title Survey of the Property (the "Survey"). Such Survey shall be prepared by a registered land
surveyor and shall be certified to Buyer, and shall include a metes and bounds legal description
of the Property, a calculation of the land area of the Property to the nearest one -thousandth (.001)
of an acre (together with the number of square feet of area contained therein), and the area,
dimensions and locations of all recorded easements affecting or benefiting the Property. Seller
shall reimburse Buyer the cost of such Survey as a settlement item at Closing in an amount not to
exceed Seven Thousand Five Hundred Dollars ($7,500.00). In the event the cost of the Survey
exceeds that amount Buyer will pay the remainder.
2.3 Tine Review. Buyer may obtain a current preliminary title report or
commitment ("Title. Commitment") for title insurance for the Property issued by Escrow Holder
together with full and complete copies of all documents identified as exceptions therein. Buyer
shall have the right to object in writing to any exceptions stated in the Title Commitment.
provided such objection are delivered to Seller and Escrow Holder at least thirty (30) days prior
to the expiration of the Feasibility Period. In the event that Buyer shall so object to any
exceptions, Seiler shall have twenty (20) days within which to resolve: or eliminate such
exceptions, or to notify Buyer in writing of its inability or unwillinmess to remove any such
exceptions, and if it shall fail to do so, Buyer may presume Seller shall have such exceptions
removed prior to the Closing. In the event Seller shall notify Buyer that Seiler is unable, or
unwilling to remove any exception to which Buyer has objected within said period, Buyer, by
written notice to Seller, may do one of the following: (i) terminate this Agreement, receive a
refund of the Deposit and be released from all duties and obligations hereunder; or (ii) waive
such exception(s) and proceed with the transaction contemplated herein. Any exceptions listed
in the Title Commitment to which Buyer shall not object (or which Buyer shall have approved or
waived affirmatively) shall be deemed to be "Permitted Exceptions."
The same provisions above shall apply to any new title exceptions that arise after the Buyer's
receipt of the Title Commitment, but the following deadlines shall apply: (a) Buyer's written
objection letter shall be delivered to Seller within seven (7) days after Buyer receives written
notice of the new exception; (b) Seller's response (if any) shall be delivered to Buyer within five
(5) days after Seller receives Buyer's- objection letter; and (c) Buyer's deadline to elect (by
written notice to Seller) to either terminate or waive its objections is ten (10) days after delivery
of Buyer's objection letter to Seller, and if Buyer fails to timely make such election then Buyer is
deemed to have waived such objections.
2.4 Right of Entry and Indemnification. During the term of this Agreement;
Buyer and its agents shall have the right to enter upon the Property upon reasonable notice to
Seller for the purpose of making such surveys, examinations, soil and engineering tests and other
tests and determinations as Buyer shall elect (collectively "Tests"). Buyer shall indemnify
defend and hold Seller harmless from (i) any mechanics' liens on the Property arising from the
Tests and (ii) any and all liabilities, claims, damages and expenses (including attorneys' fees,
court costs, and costs of investigation) arising out of or in connection with the entry onto the
Property by Buyer or its agents; provided, however, Buyer shall not be liable or otherwise
obligated to indemnify, protect, defend or hold harmless Seller from (a) a pre-existing condition
of the Property as long as Buyer takes reasonable steps to refrain from aggravating such pre-
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existing condition, or (b) the mere fact of investigation or discovery of a pre-existing condition.
In addition, Buyer shall immediately repair any physical damage to the Property caused by the
Tests.
2.5 Feasibility Period. Buyer shall have the right to terminate this Agreement
for any reason during the period commencing on the Effective Date and ending 5 pm (CT) One
Hundred Twenty (120) days from the Effective Date (the "Feasibility Period"). In the event
Buyer should need to extend this period, Buyer shall be entitled to two (2) consecutive thirty (30)
day extensions by providing Seller written notice and depositing an additional Five Thousand
Dollars (S.5,000.00) with Escrow Holder per extension (the "Additional Earnest Money"). The
Additional Earnest Money shall be included in the Deposit and shall be refundable to Buyer and
applicable to the Purchase Price at Closing. Upon expiration of the Feasibility Period, as
extended, the Deposit shall be increased to a total amount of Fifty Thousand Dollars
(S50,000.00) and the entire Deposit shall become non-refundable (except if this Agreement is
terminated pursuant to Section 2.3, 7.1 or 7.2) but applicable to the Purchase Price at Closing.
ARTICLE 3
CLOSING CONDITIONS
The obligation of Buyer to purchase the Property is subject to the satisfaction or
waiver by Buyer of the conditions set forth below, which conditions are for the sole benefit of
Buyer and which may be waived (in writing only), in whole or in part, by Buyer:
3.1 Utilities. Intentionally Omitted.
3.2 Title. On or before the Closing Date, Escrow Holder shall be ready,
willing and able to issue to Buyer or Buyer's assignee its ALTA form policy of title insurance
(or its nearest equivalent in the jurisdiction where the Property is located) insuring Buyer (in the
sum of the Purchase Price which amount may be increased to Buyer's loan amount at Buyer's
expense) that title to the Property is vested in Buyer, together with such additional endorsements
as Buyer may reasonably require and subject only to (i) liens for then -current real property taxes,
bonds and assessments not delinquent, (ii) the Permitted Exceptions, (iii) any other matters to
which Buyer shall agree in writing-
3.3 Seller's Assi_anmeni of Leases and Personal Property. At the Closing,
Seller shall assign all of Seller's right, title and interest in and to (i) any existing leases;. (ii) any
personal property of Seller located at the Property, if any, and used in the operation and
maintenance thereof. and (iii) any other agreements entered into between Seller and third parties,
as may be approved. by Buyer pursuant to Article 2 above, and shall deliver the originals thereof
to Buyer.
3.4 Seller's Warranties. On the Closing Date, Seller shall not be in material
breach of any of Seller's Warranties and Representations set forth. in Article 6 below.
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3.5 Closing Conditions. Buyer shall proceed to Closing only after: 1) all
necessary easements, restrictive covenants, and Development Agreements have been agreed to
and executed in recordable form; 2) obtaining all necessary governmental approvals, including
but not limited to any required Zoning Change, the Boundary Line Adjustment (defined in 3.6
below), any required CUP, and all required building permits for Buyer's intended Use; 3) Seller
and Buyer have signed, and/or obtained all necessary third party signatures on all necessary
documents for recording, in order to comply with the terms of this Agreement (Seller agrees,
upon Buyer's request, to cooperate with Buyer in connection with Buyer's efforts to secure .such
approvals, provided any such requested cooperation is reasonable under the circumstances); and
4) Seller has complied with the terms of Sections 3.1, 3-6, 3.7 and 3.9..
3.6 Subdivision and/or Lot Line Adjustment. Buyer, with Seller's
cooperation, will legally move the current lot line(s) or otherwise subdivide the Seller's property
in a manner sufficient to make the Property a separate lot and permit the construction of the
Buyer's proposed building and related improvements thereupon (the "Boundary Line
Adjustment"); and Buyer will obtain all necessary approvals and pay all costs incurred in
preparing and recording the final plat, replat, parcel map, lot merger, or lot line adjustment
documentation. Notwithstanding anything herein to the contrary, the requirement that the
Property be conveyed as a legal parcel in compliance with State and local government law may
not be waived and shall be an express condition of this Agreement
3.7 Condition. Except as may be otherwise expressly stated in this
Agreement, from the date of Buyer's inspections through Close of Escrow, Seller will maintain
the Property in the same condition as exist on the Effective Date, reasonable wear and tear
excepted-
3.8 Rizht of Buyer to Assign Purchase Agreement. Buyer shall have the
right to assign this Purchase Agreement to its Affiliate (as defined herein) without the prior
approval of Seller; however, Buyer shall not be released from any liability of terms or conditions
set forth in this Agreement without the consent of Seller. Seller shall, upon written request from
Buyer, execute the Deed at Closing directly in favor of Buyer's assignee. The term "AffWate"
shall mean any representative or agent of a Party, including without limitation: employees,
partners, owners, officers, shareholders, members, managers, directors, trustees, consultants,
contractors, attorneys brokers, any entity controlled by, or any person representing such Party
and their respective heirs, successors, beneficiaries and assigns.
3.9 Certain Aueements. Seller will cause to be executed and recorded any
and all documentation necessary to effect the following:
3.9.1 Exclusive Use. Seller covenants that Buyer's tenant. shall have the
exclusive right on any real property located in the Development or within a one (1) mile radius
of the Property owned by Seller (or under the control of Seller), its partners, principals, or its
affiliates, assigns and successors in interest (the "Protected Area") for operation of a business
engaged in the retail sale of pets (including but not limited to fish, birds, reptiles and small
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animals), pet grooming, veterinary services, boarding, animal adoptions, training, day care, and
other pet services, preparation and sale of pet food, pet accessories, and other pet related
products (the `Tmbree Exclusive"). At Closing, Buyer and Seller shall record a restrictive
covenant restricting the Seller's remaining land in. the Development against the Embree
Exclusive (the "CC&Rs"). The terms of the CC&Rs shall be finalized during the Feasibility
Period.
3.9.2 Development Agreement. Seller and Buyer shall enter into a
separate Development Agreement for the initial construction of certain site improvements or
other construction issues affecting the Property and Development including but not limited to
agreements for shared easements as needed for access, utilities, and other rights necessary for
Buyer's Intended Use and Seller's remaining land in the Development. The format of these
agreements to be agreed prior to Closing.
ARTICLE 4
CLOSING
4.1 Closing Date. Closing of the Escrow (the "Closing°) shall take place at a
mutually convenient date and time not more than Nine (9) months from the Effective Date of the
Agreement (the "Closing Date").
4.2 Prorations and Holdbacks. Assessments, real property taxes and rents (if
any) shall be prorated between Buyer and Seller as of the Closing Date. If this sale or Buyer's
use of the Property after Closing results in additional taxes, assessments, penalties, or interest
("Assessments") for periods before Closing, the Assessments will be the obligation of the Seller.
This Section 4.2 shall survive Closing.
4.3 Closing Costs and Charges. At Closing Seller shall pay for the Survey in
an amount not to exceed $7,500, any County or City transfer taxes, the Brokerage Commission
further described in Section 4.4 of this Agreement and half of Escrow Fees_ Buyer shall pay for
any Title Policy or endorsements requested by Buyer and half of Escrow Fees. Any and all other
charges shall be paid as customary in the County in which the Property is located. Each party
shall be solely responsible for its legal costs incurred in the preparation of Closing.
4.4 Brokerage Commissions. The Parties represent and warrant to each other
that no broker or finder was instrumental in arranging or bringing about this transaction other
than Micah Groeber with Atlantic Retail (Phone: [phone]; Email:
aroeberatlanticretail.corn) ("Buyer's Broker") and Wayne Barbour with Ellis Barbour &
Sons, Inc. (the "Seller's Broker") and that there are no other claims or rights for brokerage
commissions or finder's fees in connection with the transactions contemplated by this
Agreement If any other person or entity brings a claim for a commission or finder's fee based
upon any contact, dealings or communication with Buyer or Seller, then the Party through whom
such person makes his claim shall defend the other Party (the "indemnified Party") from such
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claim, and shall indemnify the Indemnified Party and hold the indemnified Party harmless from
any and all costs, damages, claims, liabilities or expenses (including; without limitation,
reasonable attorneys' fees and third party disbursements) incurred by the Indemnified Party in
defending against the claim.. The provisions of this Section 4.4 shall survive the Closing or, if
the purchase and sale is not consummated, any termination of this Agreement. At Closing, Seller
agrees to pay the Brokers a brokerage fee in the amount of 5%, to be split equally among the
Brokers (collectively the "Brokerage Commission").
ARTICLE 5
TRANSFER OF TITLE AND POSSESSION
5.1 Deed. Seller shall convey to Buyer or to Buyer's assignee at the Closing,
by general warranty deed (the "Deed"), fee simple title to the Property, free and clear of any and
all recorded and unrecorded liens, claims, obligations, encumbrances, easements, leases,
covenants, restrictions and other matters affecting the Property and/or title thereto, except only
the Permitted. Exceptions, current real property taxes, bonds and assessments not yet due and
payable, and any other matters to which Buyer shall agree in writing_
5.2 Possession. Seller shall deliver exclusive possession of the Property to
Buyer upon Closing.
ARTICLE 6
REPRESENTATIONS AND COVENANTS OF SELLER
Seller represents to the best of its actual knowledge and agrees to the following
conditions in Article 6, which representations, warranties, and agreements shall survive Closingand delivery of the Deed to Buyer:
6.1 Authority. Seller owns fee simple title to the Property and no further
authorization, whether corporate, partnership, individual or otherwise is necessary or required as
a condition precedent to Seller entering into this Agreement or performing its obligations
hereunder.
6.2 Code. Seller has not received any notice of any code violation and the
Property, including all improvements located thereon (if any), complies with all applicable
building; health, fire, safety and similar laws, ordinances, regulations, codes and deed
restrictions.
6.3 Accuracv of Documents. All of the documents, information and records
provided to Buyer by Seller in connection with the transaction contemplated herein are true in all
material respects:
6.4 Public bn rovements; Condemnation. Other than matters recorded in
the .public record and listed in the Title Commitment, there are no intended or contemplated
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Public improvements or condemnation or of any condition of the property that will frustrate .or
interfere with Buyer's intended use of the Property, and the Property satisfies all federal, state,
and local statutes, ordinances and regulations.
6.5 Litigation. There are no claims, administrative actions, lawsuits or
violations, pending or threatened, (i) against Seller relating in any manner to the Property, or on
account of the surface or subsurface physical characteristics of the Property, or (ii) of any local,
state or federal law or regulation affecting the Property. There are no pending. or contemplated
assessments, eminent domain, condemnation or other governmental takings of the Property or
any part thereof.
6.6 Hazardous Materials; Unsafe Conditions. Except as otherwise disclosed
in writing to Buyer by Seller, Seller has received no notice from any local, state or national.
governmental entity or agency or other source of any hazardous waste condition existing or
potentially existing with respect to the Property. There has been no use, discharge, release,
generation, storage or disposal of in, on, or under the Property of any hazardous waste, toxic
substances or related materials ("Hazardous Materials") except in accordance with applicable
law. For the purposes of this representation and warranty, Hazardous Materials shall include, but
shall not be Iimited to, any substance, material, or waste which is or becomes regulated by any
local governmental authority, the State in which the Property is located, or the United States
Department of Transportation Hazardous Materials Table (49 CFR 172.101) as amended from
time to time. Further Seller agrees that it will not discharge; release, use, generate, store or
dispose, or permit or suffer the discharge, release, use, generation, storage or disposal of any
Hazardous Materials above, in, on, under or around the Property in violation of any
environmental law prior to the Closing- Seller further warrants that to the best of its actual
knowledge, there are no underground storage tanks located on the Property.
6.7 New As reements. From and after the date hereof, Seller shall not renew,
extend or enter into any new lease or service or management contract, or other agreement that
affects the use of the Property without the prior written consent of Buyer, which consent shall
not be unreasonably withheld, conditioned or delayed.
6.8 17o Leases. There are no leases, licenses, concessions, or other oral or
written agreements affecting the Property that grant to any person or entity the right. of
occupancy or use thereof, except as may be disclosed in the Title Commitment or otherwise
included in the Due Diligence Materials provided to Buyer.
6.9 Foreign Person. Seller is not a foreign person or entity under the Foreign
Investment in Real Property Tax Act of 1980, as amended, and no taxes or withholding under the
Foreign Investment in Real Property Tax Act of 1980, as amended, shall be assessed or applied
to Buyer in connection with the transaction contemplated hereby.
6.10 Soil Conditions. To the best of Seller's knowledge, the soils on the
Property are typical to the surrounding areas and there are no buried structures, equipment, or
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materials On the Property and there has been no soil, organic material, or other fill material
imported to the Property.
6.11 Closing Warranties. All warranties and representations contained in this
Agreement, except as otherwise disclosed in writing, shall be deemed to have been repeated by
Seller as of the Closing, and shall be true and accurate as of the Closing.
,
ARTICLE 7
TERMLN,ATIOIN AND DAMAGES
7.1 Seller Default If Seller defaults or breaches, any of its obligations
hereunder and does not cure such default or breach within ten (lo) days after written notice
thereof (but in no case later than the Closing Date), Buyer shall either: (i) have the right to
terminate this Agreement, in which case any monies deposited by Buyer .into Escrow. and
Buyer's actual out of pocket due diligence expenses shall be refunded to Buyer; or (ii)'seek
specific performance from Seller, in which case Buyer shall have the right to recover from Seller
its actual expenses (including legal fees) incurred in securing Sellers performance,
7.2 Condemnation and Casualty. If before the Closing, either Party receives
notice of any condemnation or eminent domain proceeding, any proceeding in lieu of
condemnation being initiated against the Property, or the damage or destruction of all or apart of
any improvements located at the Property, the Party receiving the notice shall promptly notify
the other Party in writing of that fact- In such case, Buyer may terminate this Agreement by
Written notice to Seller within thirty (30) days from the date that the notice is received,. in which
case any monies deposited by Buyer into Escrow shall be refunded to Buyer. If Buyer does not,
timely terminate, Buyer shall be deemed to have elected to proceed with the acquisition of the
Property.. and Buyer may, solely at its own. discretion, accelerate the time
y to Closing a e
g n
reasonably acceptable to Seller prior to the Closing Date set forth hereinabove. If Buyer proceeds
with the purchase M' accordance with the terms of this Agreement- all condemnation and
insurance proceeds shall be paid to Buyer at Closing. If any proceeds have not been collected as
of the Closing then all rights to those proceeds shall be assigned to Buyer at the Closing. tm
7.3 BUYER DEFAULT.- LIQUIDATED DAMAGES. SELLER AND
BUYER AGREE THAT IF BUYER BREACHES ITS OBLIGATIONS HEREUNDER AND
S * HALL NOT CURE ANY SUCH BREACH WITHIN, TEN (10) DAYS AFTER NOTICE,
SELLER MAY TERMINATE TIES AGREEMENT AND SHALL BE ENTITLED TO, AS
SELLER'S SOLE AND EXCLUSIVE REMEDY- THE AMOUNTS DEPOSITED WITH
ESCROW HOLDER PURSUANT To THIS AGREEMENT AS OF THE TIME OF DEFAULT
AS LIQUIDATED DAMAGES: IT BEING AGREED THAT UNDER ALL THE
CIRCUMSTANCES EXISTING AT THE TIME OF THIS AGREEMENT, THIS PROVISION
LIQUIDATING DAMAGES IN THE EVENT OF THE BUYER'S DEFAULT IS
REASONABLE,, THE DAMAGES RESULTING TO SELLER BY REASON OF SUCH
BREACH ARE NOW AND THEN WOULD BE DIFFICULT AND IMPRACTICAL TO
DETERMINE AND THAT THE BEST ESTIMATE, BASED ON ALL Of THE
CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, OF THE TOTAL
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DAMAGES THAT SELLER WOULD SUFFER IS AND SHALL BE AN AMOUNT EQUAL
TO THE SUMS DEPOSITED BY BUYER WITH ESCROW HOLDER AS OF THE TIME OF
DEFAULT. NOTWITHSTANDING THE FOREGOING, THE LIMITATION ON SELLER'S
REMEDIES AND DAMAGES PAYABLE BY BUYER SET FORTH IN THIS SECTION
ABOVE SHALL NOT APPLY TO OR LIMIT IN ANY WAY BUYER'S
INDEMNIFICATION OBLIGATIONS THAT SURVIVE TERMINATION AS SET FORTH
ELSEWHERE IN THIS AGREEMENT. IN PLACING THEIR INITIALS IN THE SPACES
PROVIDED BELOW, THE PARTIES CONFIRM THAT THEY HAVE READ,
UNDERSTA,NDsAND AGREE TO THIS PROVISION. s
�IR
BUYER'S INITIALS SELLER'S INITIALS
ARTICLE 8
MISCELLANEOUS
8.1 1Iem-er. Except as otherwise expressly provided in this Agreement, the
representations, warranties and agreements of the Parties contained or provided for in this
Agreement shall survive the Closing and delivery of the Deed to Buyer.
8.2 Notices. Unless otherwise specifically provided herein, any notice,
request, demand, instruction or other communication to be given to either Party hereunder,
except those required to be delivered at the Closing, shall be in writing and shall be deemed to be
given either: (i) upon receipt, if band delivered or delivered by nationally recognized overnight
courier: or (ii) upon sending of such notice in registered or certified mail, return receipt
requested, or (iii) upon sending of such notice by facsimile or email (notwithstanding the
foregoing, any notice of default shall be provided by hand delivery, overnight express delivery,
or registered or certified mail in addition to email or facsimile delivery) addressed as follows:
Buyer at: Philip H. Annis Copy to:
Embree Development Group, Inc
4747 Williams Drive
Georgetown, Texas 78633
Telephone: [phone]
Email: [e-mail]
Seller at Sorrell Jackson LLC
Copy to:
Jared Ra.nn
Embree Development Group, Inc.
4747 Williams Drive
Georgetown, Texas 78633
Telephone: [phone]
Email: [e-mail]
Attention: Hope Lupton
Address: 1507 Arendell St, Morehead City, NC 28557
Telephone:
Email: zr/'j � t-c..2/t - c P.►s�
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Telephone:
Email:
8.3 Authorftv and ]Execution. Each person executing this Agreement on
behalf of a Party represents and warrants that such person is duly and validly authorized to do so,
has full right and authority to enter into this Agreement and all of its obligations hereunder.
8.4 Severability. The invalidity or unenforceability of any term or provision
of this Agreement or the non -application of any such term or provision. to any person or -
circumstance shall not impair or affect the remainder of this Agreement; and the remaining terms
and provisions hereof shall not be invalidated, but shall remain in full force and effect and shall
be construed as if such invalid, unenforceable, or notiapplicable provision were omitted.
8.5 Waiver or Modification. No waiver or modification of this Agreement or
of any covenant, condition, or limitation herein contained shall be valid unless in writing and
duly executed by the Party to be charged therewith. No evidence of any waiver or modification
shall be offered or received in evidence in any proceeding, arbitration, or litigation between the
Parties arising out of or affecting this Agreement or the rights or obligations of any Party
hereunder, unless such. waiver or modification is in writing and duly executed as aforesaid. The
provisions of this Section 8-5 may not be waived except as herein set forth.
8.6 Headings. The headings of the various Articles of this Agreement are for
convenience of reference only and shall not modify, define or limit any of the terms or
provisions hereof or thereof.
8.7 Parties in Interest. The terms of this Agreement shall be binding upon,
and benefit the Parties to this Agreement and their successors and assigns.
8.8 Counterparts. This Agreement may be executed in one or more
duplicates or counterparts, any one of which shall be deemed to be the original even if the others
are not produced. Facsimile or electronic copy signatures shall be deemed as valid and binding
AS. original signatures.
8.9 Buyer's Disclosure. The Parties acknowledge that the Buyer and/or
officers of the Buyer include Texas licensed real estate brokers acting as principals, and intend to.
make a profit as a result of this transaction. Seller hereby expressly consents and waives any
objection thereto- Nothing in this Agreement shall in any way be construed as a breach of any
duty of such brokers, and in
waives any claim of any conflict or breach of duty arising out of
such brokers' participation as principals herein.
20220111 PC Dunn. NC v.02 11

DocuSign Envelope ID: 6D6E5E5A-724B-418A-821C-376EA164OA05
8.10 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State in which the Property is located_
8.11 Time. Time is of the essence of this Agreement References to "days"
herein shall be deemed to be calendar days unless otherwise noted. If the last day of any time
period shall fall on a Saturday, Sunday or Federal Reserve Bank of Dallas ("FRB") holiday, then
the duration of such time period shall be extended so that it shall end at midnight (Central Time)
on the next succeeding day which is not a Saturday, Sunday or FRB holiday.
8.12 Attorneys' Fees. Except as expressly stated to the contrary elsewhere in
this Agreement, each party shall be solely responsible for its own legal costs incurred during any
negotiation, drafting, or review of this Agreement or the preparation of any documentation in
connection with this Agreement- In the event of any proceeding brought by either Party to
enforce the terms of or arising ,,, out of this Agreement, the prevailing Party shall be entitled to
recover all costs and expenses incurred in connection therewith, including reasonable attorneys'
fees.
8.13 Cooperation. Each Party hereto will, upon the reasonable request of the
other Party, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and
delivered, such further instruments and documents as may be reasonably necessary in order to
fulfill the intents and purposes of this Agreement.
8.14 IRC §1445. Seller shall at Closing provide Escrow Holder with all
documentation required by Internal Revenue Code Section 1445 to assure Buyer and Escrow
Holder that Seller is not a 'foreign person' as that term is used in Section 1445, or in the
alternative, if Seller is a 'foreign person,' to perform all steps so that Buyer (or Escrow Holder)
will not be liable for payment of any taxes due on the proceeds of the sale.
8.15 Exchange. The Parties, or either of them, shall have the right to secure. a
trade or exchange of properties of like kind of the Parties' respective choices (pursuant to
Section 1031 of the Internal Revenue Code as amended); as long as the obligations imposed on
the other Party shall not be greater than the terms and conditions of this Agreement, nor shall
such obligations delay the Closing Date beyond that allowed by this Agreement. Nothing in this
Section 8.15 shall require either Party to take title to any other real property as part of its
obligation to cooperate in any such trade or exchange.
8.16 Entire Agreement- This Agreement constitutes and contains the entire
agreement of the Parties with respect to the subject matter hereof and thereof, and supersedes any
and all other prior negotiations, correspondence, understandings and agreements respecting the
subject matter hereof and thereof. This Agreement is executed without reliance upon any
representation by any Party hereto except as expressly set forth herein.. This Agreement may not
be changed orally but only by an agreement in writin-
, signed by the Party against whom
enforcement of any waiver, change, modification, extension or discharge is sought.
Signatures on next page:
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DocuSign Envelope ID: 6D6E5E5A-724B-418A-821C-376EA1640A05
IN TMESS V41EREOF the Parties hereto have executed this Agreement and the Effective
Date is the date that the Escrow Holder has received, signedand dated this document set forth
below:
SELLER:
Sorrell Jackson LLC, a North Caroline limited liability company
Docu5igned b
1/19/2022
Name: Hope Lupton
Title:
Name:
Title:
Title:
BUYER:
Embree Development Group, Inc. (a Texas corporation)
PD,occu,Siignjed( by -
BY --
Phx7�.p Annis
President
20220111 PC Damn. NC v.02 13

DocuSign Envelope ID: 6D6E5E5A-724B-41 BA-821 C-376EAl 640A05
ESCROW HOLDER:
Thomas Title & Escrow
Attn: Stephanie Schenke
3100 McKi.Inon St., Suite 170
Dallas, Texas 75201o: 21 295.6357
c-- 214.695.3118
f 469,802-0875
Email: [e-mail]
thomastitle.com
BY� ]Date Received: January 20 , 2021
Title. row Icer the Effective Date
Escrow Holder shall notify both Seller and Buyer in writing of the Effective Date of this
Agreement and deliver copies of the fully executed Agreement to each.
20220111 PC DLmn. NC v.02 14

DocuSign Envelope ID: 6D6E5E5A-724B-418A-821C-376EA1640A05
Exhibit A — Development
DEVELOPMENT
APN: 021507-o151-Q6 ,
..I- �
20220111 PC Du= NC v.02 15

DocuSign Envelope ID: 6D6E5E5A-724B-418A-821 C-376EAI 640A05
Exhibit B — Property
t
t
202202 2 I PC Duna_ NC Y_02 16