20140710 Ver 2_More Info Received_20150424

Homewood, Sue
From: Michael Brame <mbrame @pilotenviro.com>
Sent: Friday, April 24, 2015 3:19 PM
To: Homewood, Sue
Cc: Bailey, David E SAW; Brad Luckey
Subject: RE: Sapp Rd
Attachments: KK- Scan.pdf
The contract is attached. Please let me know if you need anything else.
Sincerely,
M[ic1his el Bra me PWS
336.708.4620 (c)
336.310.4527 (o)
P.O. Box 128
Kernersville, NC 27285
www.pilotenviro.com
mbrame(@oilotenviro.com
F1E:
1 6111
PILOT ENVIRONMENTAL INC
From: Brad Luckey
Sent: Thursday, April 23, 2015 10:52 AM
To: Michael Brame
Subject: Fwd: Sapp Rd
Sent from my iPhone
Begin forwarded message:
From: "Homewood, Sue" <sue.homewood @ncdenr.gov>
Date: April 23, 2015 at 10:43:00 AM EDT
To: Brad Luckey <bluckey @pilotenviro.com>
Cc: "Bailey, David E SAW" < David.E.Bailey2 @usace.army.mil>
Subject: Sapp Rd
Brad,
Two items for Sapp Rd (in addition to the question in my previous email):
I don't see an EEP acceptance letter in your application package and will need one for the new wetland
impacts.
I need to see landowner authorization for the permit application or the contract to purchase
documentation. I think you'll remember that this came up in the first version of this project. Since the
issues between NC and Alcoa a couple years ago regarding legal authority for permits, I'm not supposed
1

to issue any 401s without proof that the landowner is either in agreement or the applicant has some
other form of legal authority to apply for permits. This applies for each tract identified in Phase 2 if
there are different owners. Our external internet is down today so I can't verify what Guilford County
GIS says about ownership of those tracts.
I'm headed out on vacation and need to have comments to David for the Public Notice as soon as I
return. If you can submit this stuff next week while I'm gone I won't have to put the project on hold or
put these items in my comments to David.
Sue Homewood
NC DENR Winston -Salem Regional Office
Division of Water Resources — Water Quality Programs
450 W. Hanes Mill Rd, Suite 300 (Please note my new contact information)
Winston Salem NC 27105
Voice: (336) 776 -9693
Cell: (336) 813 -1863
E -mail correspondence to and from this address may be subject to the North Carolina Public Records
Law and may be disclosed to third parties.

AGREEME NT FOR PURCHASE AND SALE OF REAL PROPERTY (Cotainerdal)
THIS AGREEME NT, including aoy and all addenda attached heroin ("AgrocmenV% is by and between Tito Rnfilen Group, LLC.,.i
Texas limited liability Company (-Buyer"), and James 0. 041r1 ant, an individual and Jane M. Durhami an individual (Collectively
FOR ANr) IN CONSIDERATION OF Tlil-1 MUTUAL PROINJISES SET FORTH 111-�RIIUN AND OTHLR 6001) AND
VALUABIX "liNSIDURATION, THF RECUIPT AND SUFFICIENCY Or WHICH ARE 1ILRERY ACKNOWLLDGLIX TlIE
PARTIES HERLTO AGREE, AS FOLLOWS*
,Section I> Terms and Definitions: The terms listed below sho 11 have the respective meaning given them as set forth aO)acent to cacti
term, I,- (Address) 4328 W, Wendover Avenue, Greensboro, NC, (For information purposes: (i) the tax parcelnumbcr
(a)-llroperty ,
of the Property is:0151172;itiid,(ii) .come car all of (lie Property, consisting of approximately 4.75 acre, isde scribed in D=j----
Book 2845. Page 0613. Guilford County Registry) together tvith all buildings and improvements thereon and ill lixture
14 -11 ' b
apparteriances thereto -,aid all persona Lx1ri l property, if any, itcruized oil I t A. 144
fgll,
r
41 *,Purchase Price shall mean the sum 0
� JA t� f
�z 0 1,3 payable all the fall olving tern is:
S10,000.00 (i) "Earliest NI at) ey" shalt mean an initial deposit with NA I Pkdniont Triad of Ten Thousand and no/ 100.
"Arnwovals Period" shall mean the period beginning on the, Contract Date and extending through 5:00
p;ni. (Eastern finic) on the 2701h day thereafter, the approval period may be extended at the request of the
buyer so long its the buyer is prixteding diligently With the approvals tie tied for (k intended use of (lie
property, Buyer shall be deemed to have proceeded diligently by having cagaged legal counsel to obtain
-ov, 'r. V i;Ur A; -J
the appi its and having acted on fire governmental request in a thnely moi)lt
-J e+
t7a 4-
Mr-okals): sire 1 mean*
NAI Piedmont Triad ( *`Li sting Agency "), Robbic Perkins (-Listing Agent" - License 055007). Broker shall he paid
by Buyer per separate agreement.
&I Acting as: 4 Seller's Agent, 13 Dual Agent
Tbe Earnest Money wilt be applied as Part paymcal of the Purchm, Price of the Property at Closing, or
disbursed miagrocti upon herein.
C3 ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE
PLACED IN AN INTERESTHEARING TRUST ACCOUNT, AND. (cheek only ON r, bav)
a ANY INTEREST EARNED THEREON SHALL BE APPLIED AS PART PAYMENT OF
THE PURCHASE PRICE OF THE PROPE RTY AT CLOSING, OR DISBURSED AS AGREE 0
UPON VNDER THE PROVISIONS OF SECTION 10 HEREIN. (Buyer's Taxpayer Identification
Number Is.- EINP 46-0694829)
13 ANY INTEREST EARNED THEREON SHALL BELONG TO THE ACCOUNT HOLDER
IN CONSIDERATION Or, THE EXPENSES INCURRED BY MAINTAINING SUCH ACCOUNT
AND RECORDS ASSOCIATE D THEREWITH.
j;UhA balance of Purchase Price, it Closin4; in the ainount Noltoo
Dollars.
Nlu shall mean the date and time oftecording of the deed, Closing shall occur on or befom 30 days
after the expiration of the Approvals Peetod.
(d)
"Cilu tract -Pals- "cut's tile date this Agreement has beca, fully executed by both Buycr and Seller.
"Exjmivaj1Ml_P_e_Li_otI" shall mean the period beginning on the Contract Date and extending through 5:00
p.m. (Eastern time) on the 120th day thereafter.
"Arnwovals Period" shall mean the period beginning on the, Contract Date and extending through 5:00
p;ni. (Eastern finic) on the 2701h day thereafter, the approval period may be extended at the request of the
buyer so long its the buyer is prixteding diligently With the approvals tie tied for (k intended use of (lie
property, Buyer shall be deemed to have proceeded diligently by having cagaged legal counsel to obtain
-ov, 'r. V i;Ur A; -J
the appi its and having acted on fire governmental request in a thnely moi)lt
-J e+
t7a 4-
Mr-okals): sire 1 mean*
NAI Piedmont Triad ( *`Li sting Agency "), Robbic Perkins (-Listing Agent" - License 055007). Broker shall he paid
by Buyer per separate agreement.
&I Acting as: 4 Seller's Agent, 13 Dual Agent

ogdILr's DIgUll Aft follows:
qC shall be as f
except as same may be changed pursuant to Section 12.
(I) "go
jjr1s &tIce Address" shall be as follows:
or Judson Martin
Is
TI—ouston, TX 7-7024
Email: kkasravirMtherdidenamuo rrrm and
except as same may be changed pursuant to Section 11
Section 2. Sale of Property and Payment of Purchase Price: Setter agrees to sell and Buyer agrees to buy the Property for ilia
Purchase Nice.
Station 3. Proration of Expenses and Payment of Costs: Seller and Buyer agree that all property taxes (on a calendar year basis),
Imes, rents: mortgage payments and utilities or any other assumed HaWlitios as detailed on attached Exhibit 8, if any, shall be
prorated as of the date of Closing. Setter shall pay for preparation of a dead and all other documents necessary to perform Sella 's
obligations under this Agreement, excise tax (revenue stamps), any deferred or rollback taxes, and other conveyance fees or taxes
required by law. and the following: None.
Buyer shall pay recording costs, costs of any title search, title insurance, survey, the cost of any inspections or hivesfigatious
undertaken by Buyer under this Agreement and the following, None.
Each party shall pay its own attomey's fees.
Section 4, Deliveries: Seller agrees to use reasonable efforts to deliver to Buyer within 30 days after the Contract Date copies of all
information minting to the Property in possession of or available to Seller, including but not limited to title insurance policies, surveys
and copies of all presently effective warranties or service contracts related to the property. Seller authorizes (1) any attorney presently
or previously representing Seller to release and disclose any title Insurance policy in such attorney's rile to Buyer and both Buyer's and
Sellees agents and attorneys; and (2) die Property's title insurer or Its agent to release and disclose all materials in the Property's title
insurers (or title insures agent's) file to Buyer and both Buyer's and Settees agents and attorneys. If Buyer dam not consummate the
Closing for any reason other than Seller default, than Buyer shall return to Setter all materials delivered by Setter to Buyer pursuant to this
Section 4, if any, and sliall, upon Sellers requmt, pirivide to Seller copies or (subject to the ownership and copyright interests of the
preparer thereof} any and all states, reports, surveys and other information relating directly to the Property prepared by or at the request
of Buyer. its employees and agents, and shall deliver to Setter, upon the release of The Earitest, Money, copies of all of the foregoing
without any warranty or representation by Buyer as to the contents, accuracy or correctness thereof.
Section 5. Evidence of Title. Seller agrees to convey fee simple title to the Property free and clear of all liens, encumbrances and
defects of title other thaw (a) zoning ordinances affecting the Property, (b) Leases (if applicable) and (c) matters of record existing at
Cite Contract Date that are not objected to by Buyer prior to the end of the Examination Period ('Pormitted Lxceptions!), provided that
Seiler shall be required to satisfy, at or prior to Closing, any voluntary encumbrances that may be satisfied by the payment of a fixed
sum of money, such as deeds, of trust, mortgages or statutory liens, Setter shall riot enter into or record any instrument that affects the
Property (or any personal property listed on Exhibit A) after the Contract Date without the prior written consent of Buyer, which
consent shall not be unreasonably withheld, conditioned or delayed, Provided, if Buyer shall not provide written notice of its
disapproval of any such instrument within five days of notice thereof from Seller, Buyer shall be deemed to have consented thereto.

Section 6. Conditions; This Agreement and the rights and obligations of the parties under this Agreement are hereby trade expressly
conditioned upon fulfillment (or waiver by Brayer, whether explicit or implied) of the following conditions:
(a) Titre Examinaticorta touring the Examination Period, Sayer shall, at Buyer's expense, cause a title examination to be
trade of the Property. in the event that such title examination shall show that Seller's title is not fee simple marketable arid insurable,
subject only to Permitted Exceptions, then Buyer shalt promptly notify Seller in writing of all such title defects and exceptions, in no
case Miter than the end of the Examination Period, and Seller shall have 30 days to cure said noticed defects. It Seller fails or refuses to
dare the detects or objections within said 30-clay period, Buyer shall have to period of twenty one days to elect whether it will (i)
terminate this Agreement by written notice to Seller, or (ii) waive any objections not cured by Seller and proceed to Closing. if Buyer
efects to terminate this Agreement, the Earnest Mairiey will be returned to Buyer. Buyer's thilure to notify Seller of its election during
said rive day period shall be deemed an election to waive any uncured objections and proceed to Closing. If Buyer Is to purchase title
insurance, the insuring company must be licensed to dot business in the state in which the property is located. Title to the Property
iii ist be insurable at regular rates, subject only to standard exceptions and Permitted Exceptions.
(b) Sa to egg": If the property is not in substantially the sans condition at Closing as of the Contract Lute, reasonable
wear and tear excepted, that the Buyer may (t) terminate this Agreement and receive a return of the Eartiest Money or (ii) proceed to
Closing whereupon Boyer shall be entitled to receive, in addition to the Property, any of the Seller's Insurance proceeds payable on
account or the damage or destruction applicable- to the Property.
(c) tnsioectlo s{ Buyer, its agents or representatives, at Buyer's expense, and at reasonable times during; normal business
hours, shall have the right to enter upon the Property for the purpose of inspecting, examining, and surveying the Property, provided,
buyer shall not conduct arty intrusive testing without Seller's prior written consent. Buyer shall conduct all such on -site inspections,
examinations, soil boring and abler testing., timber cruises and surveying of the Property in a goiod and workmanlike manner, shalt
repair any damage to the Property caused by Buye -es entry and on -site inspections acid shall conduct same in as manner that does not
unreasonably interfere with Seller's or any tenant's use and enjoyment orthe Property. In that respect, Brayer shall inate reasonable
efforts to undertake can -site inspections outside of the hours any tenant's business is open to the public anti shall give prior notice to
any tenants of any entry onto ally tt:n mrs, portion of the Property ror the purpose of conducting inspections, Vpon Settees request,
Buyer shall provide to Seller evidence of general liability insurance. Buyer shall also have a right to review and inspect all contracts
or other agreements atl'eeting or related directly to the Property and shall be entitled to review such books and records of Seller that
relate directly to the operation and maintenance of the Property, provided, however, that Buyer sliall not disclose any information
regarding this Property (or any tenant therein) unless required by law and the same shall be regarded as confidential, to any person,
except to its attorneys, accountants, lenders and tether professional advisors, in which case Buyer shall obtain their agreement to
maintain such confidentiality. Buyer assumes all responsibility for the acts or itself, its agents or representatives in exercising its rights
under this Section 6(c) and agrees to indemnify and hold Seiler harmless from any damages resulting therefrom. This indemnifitation
obligation of Buyer shall survive the Cloasing or earlier termination of this Agreeatent. Brayer still, at Buyers expense, promptly rep aft
any damage to the Property caused by Buyer's entry and on -site inspections. Buyer shall have from the Contract bate through the end of
the acamination Period to perform the above inspections, examinations and testing. IF BUYER CHOOSES NOT TO PURCHASE
THE PROPERTY, FOR ANY REASON OR NO REASON, AND PROVIDES WRITTEN NOTICE TO SELLER TIIEitKO
PRIOR TO THE EXPIRATION OF THE EXAMINATION PERIOD, THEN THIS AGREEMENT SHALL TERMINATE,
AND BUYER SHALL RECEIVE A RETURN OF THE EARNEST iM ONEV. Should Buyer fail to sea provide written notice of
termination to Seller, the Earnest Money shall be nonrefundable to Bayer, except in the event of a ddault by Seiler hereunder or the
failure to obtain the approvals described in Section 6(d) below,
(d) Approvals touring the Approvals Penrod, Buyer shall diligently pursue the rezoning of, or such other approvals for, the
IoroMty to permit the use thereof as a retail shopping ceirter (collectively, the "Approvals"). Buyer agrees to file such rezoning and
tither applications for the Approvals with this accessary authorities on or before the expiration or the Examination Period. To the
extent the landowner must participate in the Approvals process. Seller will cooperate reasonably with Buyer, Provided, Buyer shall be
respotnsible. for all costs in connection with pursuing and obtaining the Approvals. If, prior to the expiration of the Approvals Period,
Buyer is unable to obtain the Approvals, Buyer may terminate this Agreement by written notice to Seller withhi five days thcrcof and
receive a return of the Earnest honey.
Section 1, Ltasm Seller affirmatively represents and warrants that them are no written Icases affecting the Property,
5eetion 8. Environmental: Seller represents and warrants that, except as disclosed to Bayer, it has no actual knowledge of the
presence or disposal, except as in accordance with applicable lacy, within the buildings or on the Property of hazardous or toxic waste
or substances. which are defined as those substances, materials, and wastes, including, but not limited tea, those substrmccs, materials
and wastes listed in the united States Department ofTransportatfon hazardous Materials Table (49 CFR Part 172.101) or by the
Environmental Protection Agency as hazardous substances (413 CFR fart 3112.4) and amendments thereto, or such substances,
materials and wastes, which are or become regulated under any applicable laical, state or federal law, including, without Ilmitation, any
material, cvistc or substance which is () petroleum, (it) asbestos, (iii) polychlorinated biptienyls, (iv) designated as a hazardous
Substance pursuant to Section 311 of the Clean Water Act of 1977 (33 i.I.S.C. §1321) or listed pursuant to Section 307 of the Clean

Water Act of 1977 (33 U.S.C. §1317), (v) defined its a hazardous waste pursuant to :Section 1004 of the Resource Conservation and
Recovery Act of 1976 (42 U.S.C, §6403) or (vi) de#lued as a hazardous substance pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act of 1990 (42 U.S.C. 99601), Seller has no actual knowledge of any
contamination of the Properly from such substances as may have been disposed of or stored on neighboring tracts..
Section 9. Risk of Loss/Damage/Repair: Until Closing, the risk of lass or damage to the Property, except as otherwise provided
herein, shall be borno by Seller. Except as to maintaining the Property in its same condition, Seller shall have no responsibility for the
repair of the Property, including any improvements.
Section 10. Earnest Money Disbursement: In the event that any of the conditions hereto are not satisfied, or in the event of a breach
of this Agreement by Seller, then the Earnest Money shall be returned to Buyer or Buyer iriay elect to seek "specific performance' as a
remedy. in the event this caster is accepted and Boyer breaches this Agreement, then the Rarnest Money shall be forfeited to Seller as
Seller's sole and exclusive remedy. NOTE; In the event of a dispute between Seller and Buyer over the return or forfeiture of Earnest
Money held in escrow by a licensed real estate broker, the broker is required by state law to retrain said Earnest Morley in its trust or
escrow account until it has obtained a written release from the patties consenting to its disposition or until disbursement is ordered by
a court of competent jurisdiction, or alternatively, the party holding Cite Earnest Money may deposit the disported monies with the
appropriate clerk of court in accordance with the provisions ofN.C;QS. 93A -I2.
Section 11. Adjacent Properties- Seller acknowledges that the Buyer is attempting to purchase contiguous properties
simultaneously with this contract. if Bayer is Linable to contract to purchase the contiguous properties desired within 1211 daays, which
coincides with the Examination Period, Buyer may cancel this contract and the earnest money shall be returned.
Section 12. Closing: At Closing, Seller shall deliver to Buyer a special warranty deed and other documents customarily executed or
delivered by a seller in similar transactions., including without limitation, as bill of sale for any personalty listed on Exhibit A, an
owner's affidavit, lien waiver forms and a non- foreign status affidavit (pursuant to the Foreign Investment in Real Property 'fax Act),
and Buyer shall pay to Seller the Purchase Price. At Closing, Cite Earnest Money shall be applied as part of the Purchase Price, The
Closing shall be held at tie office of Bayer's attorney or such rather place as the parties hereto may mutually agree. Possession shall be
delivered at Closing, unless otherwise agreed herein, Seller acknowledges that the Buyer will be required to close, in a simultaneous
manner on the same flay, on the acquisition of the Adjacent Properties and Seller will cooperate with Buyer to coordinate the Closing
date tea achieve this objective. Brayer acknowtedges that Seller will require upto 45 clays to vacate the Property and agrees to execute a
short terra least agreement for the sutra cof $ 1.00 to allow Seller such required time.
Section 13, Notices. Unless, otherivise provided herein, all notices and other communications which may be or are required to he
given or made by any party to the other in connection herewith shall be in writing and shall be deemed to have been properly given
and received on the dale delivered in person, via electronically by emall, or deposited in the United States mail, registered or certified,
return receipt raequeste<!, to the addresses set out io Section I(h) as to Setter and In Section I(i) as to Buyer, or at such other addresses
as specified by written notice delivered in accordance herewith.
Section 14. Entire Agreement: This Agreement constitutes the sole and entire agreement among the parties hereto and no
modification of this Agreement shall be binding unless in :writing and signed by all parties hereto.
Section 15. Enforceabifltyc This Agreement shall become a contract when as sighed by both Buyer and Seller and such signing is
communicated to bout parties, it being expressly agreed that the notice described in Section 12 is not required for effective
communication for the purposes of this Section Iii. This Agreement shall be binding upon and inure to this benefit of the parties, their
heirs, successors and assigns and their personal representatives.
Section 16. Adverse Information and Compliance with Laws:
(a) Seller Knowledge; Seller has no actual knowledge of (1) conderaanation(s) affecting or contemplated with respect to the
Properly; (ii) actions, suits or proceedings pending or threatened against the Property, (iii) changes conternplated in tiny applicable
laaivs, ordinatnevs or restrictions af%cting the Property; or (iv) goverimiental special assessments, either Pending or confirmed, for
sidewalk, pawing, water, scevcr, or other improvements can or adjoining the Property, and no pending or confirmed ownete associations
special assessments, except as follows (insert "None`$ or the identification of any matters relating to (i) through (iv) above, if any).
Norte.
Note: For purposes of this Agreement, a "cotifirmed" special assessment is defined as an assessment that has been approved by a
governmental agency or an owners' association for the purpose(s) stated, whether or not it is fully payable at time of closing. A
"pending" special assessment is defined as an assessment that is tinder formal consideration by a ,governing body, Seller shall pay all
owners' axsociastion assessments and all governmental assessments confirmed as of the time of Closing, if any, and ;Boyer shall take
title subject to all pending assessments disclosed by Seller herein, if any;
.setter mpresents that the regular owners' association dues, irany, acre NIA.

(b) _C9Ml.L9ag* To Seller's actual knowledge, (1) Seller has materially complied with all applicable laws, ordinances,
regulations, statutes, rules and restrictions pertaining to or affecting the Property; (H) performance of the Agreement Nvill not result In
the breach of, constitute any default under or result in the imposition of any lien or encumbrance upon the Property under any
agreement or other instrument to which Seller is a party or by which Seller or the Property is bound; and (Ili) there are no legal
actions, suits or other legal or administrative proceedings pending or threatened against the Property, and Seller is not aware of any
facts which might result in any such action, suit or other proceeding.
Section 17. Buyer's Representations and Warranties:
(a) Buyer is duly formed, validly existing and, if applicable, in good standing under the laws of the state of
its organization, and is or twill be by Closing duly qualified to transact business and, itapplicable, in good standing in the state in
which the Property Is situated.
(b) AmftdtxLcjmM.* Buyer possesses all requisite power and authority, bus taken all actions required by its
organizational documents and applicable law, and has obtained all necessary consents, to execute and deliver this Agreement and to
consummate the transactions contemplated in this Agreement. Each individual executing this Agreement on behalf of Buyer
represents and warrants to Seller that he is duly authorized to do so,
(c) N_o Prohibited Persons: Neither Buyer nor any of its officers, directors. partners, members, Affiliates or shareholders is
a person or entity: (I) that is listed in the Annex to, or Lt. otherwise subject to the provisions of E013224, (ii) whose name appears on
OFAC's most current list of "Specifically Designatetl National and Blocked Persons" (which list may be published rrom time to time
in various mediums including, but not limited to, the OFAC websitc, httr.Nvww.trv*sgov/ofitc/( I lsdn,pdf); (M) who commits,
threatens to commit or supports "terrorism", as that term is defined in EO 13224, or (iv) who is otherwise affiliated with any entity or
person listed above.
Section 18. welter's Representations and Warranties. In the event that aTrusim is executing this contract, the Trustee under the
Trust, named as seller herein has the authority to enter in to this contract. A Certification of Trust shall be prepared and recorded with
the Guilford County Register or Deeds per NCOS Section 36C-10.1013 evidencing the authority to enter in to this *oWmct and
execute the Deed.
Section 19, Survival of Representations and Warranties.- All representations, warranties, covenants and agreements made by tile
parties hereto shall survive the Closing and delivery of the deed for a period of six months,
Section 20, Applicable Law- This Agreement shall be construed under the laws of the state in -which the Property is located. This
form has only been approved for use in North Carolina.
Section 21. Assignment: This Contract may be assigned by Buyer to an affiliate or commonly owned entity and any such
assignment shall relieve Buyer of liability for the performance of Buyers obligations under this Contract to the Went of such
assignment. This Contract may not be assigned by Seller.
Section 12. Tax-Deferred Exchange: In the event Buyer or Seller desires to effect a tax-deferred exchange in connection with the
conveyance of the Property, Buyer and Seller agree to cooperate in effecting such exchange; provided, however, that the oxcha nging
party shall be responsible for all additional costs associated %vith such exchange, and provided furthm that a non-exchanging party
shall not assume any additional liability with respect to such tax-deferred exchange. Seller and Buyer shall execute such additional
documents, at no cost to the non-exchanging party, as shall be required to give effect to this provision,
Section 23. Authority; Each signatory to this Agreement represents and warrants that he or she has full authority to sign this
Agreement and such instments, as may be necessary to effectuaw any ttansolon contemplated by this Agmetnent ott behalf of the
party for whore he or she signs and that his or her signature binds such party.
Section 24. Brokers-, Except as expressly provided hereto, Buyer and Seller agree to indemnify and hold each other harmless from
any and all claims of broken, consultants or real estate agents by, through or under the indemn*ing party for fee-, or commissions
arising out of the sale of the Property to Buyer. Buyer and Seller represent and warrant to each other that: (1) except as to The Brokers
designated under Section I (g) of this Agreement, they have not employed nor engaged any brokers, consultants or real estate agents to
be involved in this transaction and (11) that the compensation or the Brokers is established by and shall be governed by separate
agreements entered Into as amongst the Brokers, the buyer and/or the Seller.
Section 25. Time of the Essence. Time is of the mence with regard to the obligations of the parties hereunder, unless otherwise
extended herein.

Section 26. As -is. Closing shall constitute Buyer`, coniirnrartion that it has examined, insyaceted and investigated to the full
;*:rtis uQti€an of Etuyer, the physical nature and condition of the property including without limitation all eavirorntneaatal tnaltcrs and has
independently itivestigalcil, armlyzed and appraised lite value wid profitability of lite Property% Buyer acknowledges that, except is
may be provided it) titc Agreement, neither Seller nor ally agent, employee, scrvaut or representative of Setter has matte any
reprewntaations whatsoever regarding the subject matter of this transaction or any fact relating thereto. including without limitation
repro eratatScrar as to the physical nature or wridition of the Property, ruling lanevs, building erode-, liNvs anti regulations, eavirkwatuental
anatters, avater, s€ wcr or rather utilities, expenses applicable to the Property, isisting or Adam operations of the properly or any other
matter or thing atffeeling or relating to the Property or the operation thereof; except as specifically set forth it) the Agreement, and
Buyer l'tarther agrees to accept the Propefty SFAS IS AND l i"Ct# ALI.. FaAI3 IS ", at tlac Closing, sutil rtt to the e\pr"% provisions arf
the Agreement. Buyer in executing, delivering .and performing the Agreement his not relied upon and does not rely upon, and Seller
shall not be liable or bound in any manner by, express or implied warranties, guaranties, limmises, statlementtt, representations or
irnfonr #mation relating to Cite Property -whether made or furnished by Seller or by any argent, employce, servant or any tither person
representing; or purporting to represent Seller to tAitsnnover the same are made or given,. directly or indirectly, orally or in visiting,
unless such warranties, g,uanranties, promises, staterrlents representations or information tare expressly suet forth in the Ag,rev tacnt.
Huys r norther acknowledges and a rCes that having been givell the opportunity to inspect lite property, Buyer is relying solely on its
fawn investigation of the property and not on any information provided or to be provided by seller and agrees to accept the property at
the closing and waive all objections or claims against seller (including, but net limited tor, any might or claim of contribution) arising
from or related to the Pr €tperty or to ally hazardous materials on the Property, The terms and conditions or this paragraph shalt
expressly survive the Closing and not merge therein,
Steffen 27. Limits all Seller Liability: Notwithstanding anything to the contrary contained ill this Agrecnaetnt. Buyer argra ett that its
recourse against Seller under this Agrectrucnt or under any #olio agreement, document, ccoilicat€: or instrument delivered by Seller to
Royer. or under any lave applicable it) the Property or this trarution, shall be strictly lianited to teller's interest in the Property (oar
upon Consummation of the transaction contemplated hereunder. to llnc net proceeds or the stale thereorf a dually r"eivcd by Seller), and
that in rrrs tyvcnt shalt Buyer setup or obtain any recovery or judgment against any of Seller's other assets (if any) or against any of
Seller's members, partners, or shareholders, as the case may be (or their constituent members, rs, parianers, or shareholders, as the arse
may fie) or :any director, officer, employee or shareholder onrany of the lbregoing.
Section 213, Environmental Release. Buy =er hereby agrees that, if al ran} little alter the Closing, any third party or anti} g€ ivnintental
agency socks to hold i3aa }Aer is spraarkiinle fear the }rresttni f, or any loss, cost rra' dtrtatal;e arss°iale d with, Hazardous% Materials has
hereinafter defined) in, ran, above or beneath the Property or ,emanating therefrom, that the Royer varaives Any rights it moat) have
against Seller in connectional therewith including, without limitation, tinder Cl "sl CLA, l2C'l3A Ernd all similar lane =s referenced in Section
g { "l r ;etirnnrtacntarl Lukvs' , and Buyer agrees that it shall not (1) iniplcad the Seller, (ii) bring a contribution faction or sinrilaar action
against the Seller, or (iii) attempt in any way it) hold the Seller responsible with respect to any such ntrttter. The provisions cif° dais
Section Zia shall survtive, the Closing. As used herein, "Ilaxaardous l ateri is" shall racan and include, but shall not t;s„ limited to stay
1'retrolcuna product and till haraardous or toxic substances, wastes or substances, tinny substances which because of their quantitated
concentration, chemical,, or atative, flatu araable, explosive, infet;tious or other charaactet isties, constitute or may rc.<asonably tae expected
to constitute or contribute to a danger or ha vird to public health. safety of welthru or to the environment, including, without limilratioan,
isiold, illy hazardous or toxic waste or subsuinceas which art included tattier or regulated (whether now existing or he a ller enacted or
promulgated, as they may be tameradcd from time to finale) by any F3nvironmental Lave and any regulations adopted thereunder.
IN WITNESS WHIRRE'O , the parties hereto have executed this instrument as or the Contract Date, tieing, the tutor or the
dates appearing below.
BUYER SELLER. el _ -
'file Raiders Group, LLB'
1«iaavasif, zki,s avi l
Maratngingt limn er `
lyfatell 62til3
Orate
6
Fay:
By:
.i antes 0. Durhain
=r�'"ittdivitluttl ,
iii #o ...�..__ � � .�...,.

FIFTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS FIFTH AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL
PROPERTY (the "Fifth Amendment") is made and entered into as of the 16th day of March, 2015 by and between
The Raiden Group, LLC, as Purchaser and James O. Durham and wife, Jane M. Durham, collectively as Seller.
RECITALS
A. Purchaser and Seller previously entered into an Agreement for Purchase and Sale of Real Property
(Commercial) dated as of March 22, 2013 (as amended, the "Agreement').
B. Purchaser and Seller thereafter entered into a first Amendment, Amendment 2 and Amendment 3,
Amendment 4 to the Agreement (herein collectively referred to as the "Agreement").
C. Purchaser and Seller desire to amend the terms of the Agreement as more particularly set forth
herein.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Amendments.
1.1 The Agreement is hereby amended by extending The Approvals Period, as defined in Section 1(f)
to August 31, 2015.
Certain Terms. All capitalized terms not defined herein shall have the same meaning as set forth
in the Agreement.
3. No Other Amendments. Except as amended hereby, all the terms and provisions of the
Agreement shall remain in full force and effect. Any references in the Agreement to the Agreement shall hereinafter
be deemed to refer to the Agreement as amended by this Fifth Amendment.
4. Counterparts. This Fifth Amendment may be executed in any number of counterparts, each of
which shall constitute an original, and all such counterparts shall together constitute one instrument.
IN WITNESS WHEREOF, the Seiler has hereunto set their hands and seals and the Purchaser has caused
its duly authorized manager to execute this Fifth Amendment, as of the day and year first above written.
PURCHASER: SELLER:
The Raiden Group, LLC
By: s 0. Durham
Kiavash Kasravi, Manager ate: March g 2014
Date: March 16, 2014
Jan Durham
D March 2014