SWA000201_Pending Sales Agreement_20230417

REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (the "Agreement") is made and entered into
to be effective as of this _ day of July, 2022 (the "Effective Date") by and between SRE DUNN
INDUSTRIAL, LLC, a North Carolina limited liability company ("Seller"), and FLINT
ACQUISITIONS, LLC, a Delaware limited liability company ("Buyer").
WITNESSETH:
That for and in consideration of the mutual promises, covenants and payments hereinafter set out,
the parties hereby contract to and with each other, as follows:
1. Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell, and
Buyer agrees to buy, all of the following:
A. Land. That certain real property being located generally at 453 Rooms To Go Way
in Dunn. Harnett County, North Carolina, and being approximately 138.5 acres of land as legally
described and generally depicted on Exhibit A attached to this Agreement (the "Land"); and
B. Real Property. All rights, privileges and easements appurtenant to Seller's interest
in the Land, if any, including, without limitation, all of Seller's right, title and interest, if any, in
and to all mineral and water rights and all easements, licenses., covenants and other rights -of -way
or other appurtenances used in connection with the beneficial use and enjoyment of the Land (the
Land and all such easements and appurtenances are collectively referred to as the "Property").
2. Purchase Price. Subject to the provisions of this Agreement, Buyer agrees to pay to Seller,
as consideration for the conveyance to it of the Property, the sum of Six Million Nine Hundred Twenty -
Five Thousand and 001100 Dollars ($6,925,000.00) (the "Purchase Price"). The Purchase Price shall be
due and payable in immediately available funds at Closing (as hereafter defined) subject to the prorations
and adjustments set forth in this Agreement.
3. Earnest Money. Buyer shall, within five (5) business days following the Effective Date of
this Agreement, deliver to First American Title Insurance Company having an address of 1125 1 Th Street,
Suite 500, Denver, Colorado 80202, Attn: John Huemoller (the "Title Company"), as earnest money, the
sum of One Hundred Thousand and 00/ 100 Dollars ($100,000.00) (the `Earnest Money"). In the event the
transaction contemplated hereunder closes as provided for herein, the Earnest Money shall be applied to
the Purchase Price due at the Closing.
4. Title Evidence. Within five (5) days after the Effective Date, Buyer shall order from the
Title Company a title insurance commitment for the Property (the "Commitment'), in which the Title
Company shall commit to issue an ALTA 2006 form owner's policy of title insurance, with extended
coverage over the standard printed exceptions (collectively, the "Owner's Policy"), showing Buyer as the
prospective named insured, showing the policy amount as the Purchase Price and showing the status of
Seller's title. Within ten (10) business days after delivery to Buyer of the later of the Survey (as hereinafter
defined) or the Commitment (the "Objection Period"), but in any event at least twenty-five (25) days prior
to the expiration of the Inspection Period (as hereinafter defined), Buyer shall have the right to object to
any matters concerning the Commitment or Survey (collectively, the "Objections"). Those items listed on
the Commitment or Survey to which Buyer does not object in writing on or before the expiration of the
Objection Period, or as to which Buyer waives its objections in writing, or is deemed to have waived its
objections hereunder, shall be considered "Permitted Exceptions;" provided, however, Buyer shall not be
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obligated to object to any lien or mortgage affecting the Property and the same will not be a Permitted
Exception and Seller is obligated to obtain a release of any such item at or prior to Closing.
Should Buyer make timely Objections, Seller shall have a period of ten (10) days (the "Seller
Notice Period") in which to notify Buyer in writing of the Objections it elects to cure (the "Seller Notice").
If Seller fails to timely provide the Seller Notice to Buyer identifying the Objections Seller has elected to
cure, Seller shall be deemed to have elected to cure none of the Objections. In the event Seller elects or
fails to cure less than all of the Objections, Buyer shall have the right to terminate this Agreement by giving
Seller written notice thereof on or prior to the expiration of the Inspection Period (as hereafter defined), in
which case the Earnest Money shall be returned to Buyer, and, except as otherwise provided herein,
thereafter neither party shall have any further obligation hereunder as to the Property. Seller shall cure the
Objections it has elected to cure on or prior to the Closing Date.
As a condition to Closing, Buyer shall be able to obtain from the Title Company an Owner's Policy
in an amount equal to the Purchase Price and insuring fee simple title to such Property in Buyer, subject
only to the Permitted Exceptions. The base premium for the Owner's Policy plus the cost of extended
coverage and the cost of the Commitment shall be paid by Buyer.
5. Survey. Within thirty (30) days of the Effective Date, Buyer, at its own cost and expense,
shall order a current ALTA/NSPS Land Title Survey of the Property (the "Survey").
6. Inspection Period.
A. On or before three (3) business days following the Effective Date, Seller shall
provide to Buyer copies of any and all information and documents regarding the Property in Seller's
possession including those reports and information identified on Exhibit B, attached hereto (the
"Due Diligence Materials"). If Seller fails to deliver the Due Diligence Materials within such three
(3) day period, the Inspection Period shall be extended one (1) day for each day the delivery of the
Due Diligence Materials is delayed including the day on which Buyer receives such materials.
Seller shall also promptly provide to Buyer such other reports or information concerning the
Property and the ownership and operation thereof which are in Seller's possession or under its
control as Buyer shall reasonably request from time to time, which reports and/or information shall
become a part of the Due Diligence Materials but shall in no event extend the Inspection Period.
Buyer acknowledges and agrees that Seller, except as set forth in this Agreement, has made no and
makes no warranty, representation or affirmation whatsoever concerning the accuracy, truthfulness
or completeness of any of the Due Diligence Materials or any of the information contained therein.
or whether any of the Due Diligence Materials are assignable, and that Buyer relies on the Due
Diligence Materials and any information contained therein at its own risk. Buyer further
acknowledges and agrees that it shall keep all non-public information contained in the Due
Diligence Materials confidential, and shall not disclose the same to any third party without Seller's
consent, except as reasonably necessary for Buyer to fulfill its conditions precedent to Closing or
as required by law or regulation. In the event this Agreement terminates or the parties fail to close,
Buyer shall promptly return all printed Due Diligence Materials to Seller.
B. Buyer shall have ninety (90) days following the Effective Date (such period to be
referred to herein as the "Inspection Period") in which to inspect, test, study, investigate, review
and analyze the Property in accordance with the tetras of this Agreement, and to make such studies
and investigations thereof as Buyer deems appropriate to consider and evaluate the suitability or
condition of the Property including, but not limited to non-invasive environmental audits, including
a Phase I environmental assessment. Environment assessments which require any invasive testing
may only be conducted with Seller's prior consent which shall not be unreasonably delayed or
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conditioned; provided however, if following a Phase I environmental assessment Buyer's
environmental consultant recommends that a Phase I1 environmental assessment be conducted,
Seller's consent shall be deemed given for such assessment after notice has been provided to Seller.
Buyer shall have the right to end the Inspection Period early and proceed to Closing any time at
Buyer's written election. In the event Buyer conducts testing on the Property, Buyer shall keep the
Property free and clear of any mechanic's or materialmen's liens arising out of any such entry
and/or inspection conducted by Buyer or its representatives. Additionally, Buyer shall promptly
repair any damage to the Property occurring as a result of such inspections or investigations. Except
as to extent the same arise out of latent defects revealed or discovered by reason of Buyer's
inspections and tests, Buyer shall indemnify and hold Seller harmless from and against any and all
(i) damage caused to the Property, or any other property by Buyer or its agents or contractors,
(ii) loss, damage or injury to any person or property to the extent resulting directly or indirectly
from any hazard or other condition created by Buyer or its agents or contractors, and (iii) any injury
to Buyer or any of its agents or contractors arising out of the exercise of Buyer's rights under this
Agreement. Said indemnification shall survive the termination of this Agreement for a period of
six (6) months.
C. if Buyer is not satisfied with the Property for any reason or no reason, including,
without limit, the results of any environmental reports and/or the Due Diligence Materials, to be
determined in Buyer's sole, free and arbitrary discretion, then Buyer shall have the right to
terminate this Agreement by providing written notice thereof to Seller prior to the expiration of the
Inspection Period. If Buyer timely terminates this Agreement pursuant to this Section, the Earnest
Money shall be returned to Buyer and, except as provided herein, the parties shall be relieved of
their respective rights and obligations set forth in this Agreement except as otherwise provided
herein. Notwithstanding the foregoing, at the end of the Inspection Period, Buyer may elect, at
Buyer's sole discretion, to extend the Inspection Period for up to three (3) additional periods of
thirty (30) days each (each an "Extension Option"). To exercise an Extension Option, Buyer must
provide written notice (which may be via electronic mail) to Seller prior to the then applicable
expiration of the Inspection Period and, within five (5) business days of such notice, deposit with
the Title Company an additional Twenty -Five Thousand Dollars ($25,000.00) (each an "Extension
Deposit"). Upon Buyer exercising its right to extend the Inspection Period, the "Inspection Period,"
as such term is used in this Agreement, shall mean the initial Inspection Period as extended; and
each Extension Deposit shall be deemed part of the Earnest Money and be distributed in accordance
with the terms of this Agreement.
Reserved.
8. Environmental. Seller has not used the Property as a solid waste disposal site, and Seller
represents and warrants the Seller has not received any notification, written or otherwise, that the Property
has been used as a solid waste disposal site or that there is any subsurface fill, debris or Hazardous Materials
(as hereafter defined) located in. on or under the Property. For purposes of this paragraph, -Hazardous
Materials" means and includes: (i) any hazardous wastes, hazardous substances, toxic materials, pollutants,
contaminants or industrial solid waste (as these terms are defined in any federal, state or local statute, law,
ordinance or regulation); (ii) any waste oil or petroleum products; and (iii) any asbestos, asbestos -
containing material, urea formaldehyde or material which contains urea formaldehyde. Buyer shall have
the right to terminate this Agreement at or prior to Closing, without penalty or breach of any sort, if Seller
or any tenant of the Property deposits, releases, discharges, or disposes of any Hazardous Materials on the
Property after expiration of the Inspection Period. If Buyer timely terminates this Agreement pursuant to
this Section, the Earnest Money, together with all interest earned thereon, shall be returned to Buyer and,
except as provided herein, the parties shall be relieved of their respective rights and obligations set forth in
this Agreement.
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9. Closing. It is understood and agreed between the parties hereto that time is of the essence
with respect to the transaction contemplated by this Agreement. The closing of this transaction (the
"Closing") shall take place on or before the date which is thirty (30) days following the expiration of the
Inspection Period (the "Closing Date"). Closing shall occur at the Title Company at a time to be agreed
upon by the parties or in escrow with the Title Company. Neither party is required to be physically present
for the Closing provided the parties have delivered, in advance, the requested and required originally
executed closing documents to the Title Company. Authorization to the Title Company to proceed to close
may be authorized by phone, fax or by electronic means.
A. As part of the Closing, Seller shall execute and/or deliver to Buyer and the Title
Company, as appropriate, the following items:
i. A special warranty deed in a form mutually agreed to by the parties,
conveying good and marketable fee simple title to the Property, subject only to the
Permitted Exceptions (the "Deed").
ii. Exclusive possession of the Property, except for that portion of the
Property encumbered by the Communications Site Lease Agreement (Ground) referenced
in the memorandum recorded in Deed Book 1544, Page 782, Harnett County Registry, as
amended (the "Cell Tower Lease").
iii. An Affidavit in compliance with Section 1445 of the Internal Revenue
Code, as amended, in the form attached hereto as Exhibit C.
iv. A closing statement for this transaction in form approved by Seller and
Buyer (the "Closing Statement").
V. A certificate updating Seller's representations and warranties set forth in
this Agreement as of the Closing Date in the farm attached hereto as Exhibit D.
vi. An owner's affidavit in form reasonably satisfactory to the Title Company
to allow Buyer to obtain the Owner's Policy with extended coverage.
vii. Other closing documents or instruments reasonably required by Buyer or
Title Company in order to close the contemplated transaction,
B. As part of Closing, Buyer shall execute and/or deliver to Seller and the Title
Company, as appropriate, the following items;
i. A Closing Statement.
ii. The Purchase Price proceeds in immediately available funds wired to the
Title Company.
iii. Other documents or instruments reasonably required by Seller or Title
Company in order to close the contemplated transaction.
10. Conditions Precedent/Covenants.
A. Buyer's obligations under this Agreement are subject to and conditioned upon the
satisfaction of the following conditions precedent:
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Seller shall have performed the covenants to be performed by it hereunder.
Buyer shall have obtained all Approvals (as hereafter defined).
iii. The Title Company shall remain unconditionally committed to issuing to
Buyer the Owner's Policy upon the Closing subject only to the Permitted Exceptions
pursuant to Section 4 above.
iv. All of the representations and warranties made by Seller in this Agreement
shall remain true and correct in all material respects as of the Closing.
V. There shall be no material change in any condition of or affecting the
Property that has occurred after the Inspection Period.
B. Seller's obligations under this Agreement are subject to and conditioned upon the
satisfaction of the following conditions precedent:
Buyer shall have performed the covenants to be performed by it hereunder.
ii. All of the representations and warranties made by Buyer in this Agreement
shall remain true and correct in all material respects as of the Closing.
C. If any condition to a parry's obligation to proceed with the Closing hereunder has
not been satisfied as of the Closing Date, such party may, in its sole discretion, (A) in the case of
Seller, (i) terminate this Agreement by delivering written notice to Buyer on or before the Closing
Date or (ii) elect to consummate this transaction notwithstanding the non -satisfaction of such
condition, in which event Seller shall be deemed to have waived any such condition; and (B) in the
case of Buyer, (i) terminate this Agreement by delivering written notice to Seller on or before the
Closing Date, (ii) elect to extend the Closing for a reasonable period of time (not to exceed thirty
(30) days) in order to provide additional time for the satisfaction of such condition, or (iii) elect to
consummate this transaction notwithstanding the non -satisfaction of such condition, in which event
Buyer shall be deemed to have waived any such condition. In the event Buyer or Seller elects to
close, notwithstanding the nonsatisfaction of such condition, there shall be no liability on the part
of any other party hereto for breaches of representations and warranties of which the parry electing
to close had actual knowledge at the Closing. Upon termination of this Agreement pursuant hereto,
the Earnest Money shall be returned to Buyer. Notwithstanding the foregoing, the failure of a
condition due to the breach of a party shall not relieve such breaching party from any liability it
would otherwise have hereunder.
D. During the term of this Agreement, Seller covenants that it shall continue to
operate, manage, and maintain the Property in the ordinary course of Seller's business and
substantially in accordance with Seller's present practices. So long as this Agreement remains in
effect, Seller covenants that it shall not enter into any new lease or lease amendment in connection
with the Property without the Buyer's prior written consent.
E. During the term of this Agreement, Seller shall not enter into any new contract
(except to the extent the same may be terminated within thirty (30) days or prior to Closing without
cost, penalty, fee or charge to Buyer) related to the Property or otherwise amend, modify, or extend
any existing contract without Buyer's prior written consent, the same of which shall not be
unreasonably conditioned, withheld or delayed. Without Buyer's written consent, Seller shall not
grant any easement, license or other right with respect to the Property following the Effective Date.
84217739.5

or take any action to change the plat, land use conditions of or any restrictive covenants pertaining
to the Property.
Prorations and Closina Costs.
A. General Closing Costs. Seller shall pay any recording fees in connection with the
release of any existing lien or mortgage, any recording costs and fees associated with the recording
of the Deed, and any transfer taxes associated with the conveyance of the Property to Buyer, as
well as those other closing costs normally charged to sellers according to the prevailing customs in
the locality of the Property. Buyer shall pay the Title Company's closing and escrow fees, the cost
of the Survey, the costs of the title insurance obtained by Buyer, all mortgage registration tax fees
and recording costs associated with any financing used to purchase the property, as well as those
other closing costs normally charged to buyers according to the prevailing customs in the locality
of the Property.
B. Taxes. All ad valorem taxes, personal property taxes and installments of special
assessments payable (the "Taxes") for the year immediately prior to the year of Closing and all
prior years shall be paid by the Seller as of Closing. The Taxes payable for the year of Closing
shall be adjusted and prorated as of the Closing Date. The Taxes shall be prorated for the calendar
year in which the Closing occurs on the basis of taxes levied, or if the taxes for the year of Closing
are not known as of the Closing Date, then such taxes shall be prorated using the most recent
assessed value of the Property and the mill levy for the preceding year. Additionally. Seller shall
be responsible for any rollback taxes or other taxes imposed on the Property (but only for the period
prior to the Closing Date) due to the sale or change in use or zoning of the Property.
C. Utilities. All utility meters serving the Property shall be read on the Closing Date,
and Seller shall pay the costs of all utilities through the Closing Date. Buyer shall arrange for such
utility services to be transferred to Buyer's name and for its own account beginning the day
following the Closing Date. The provisions of this Section shall survive the Closing.
D. Correction of Errors. if the parties make any errors in the Closing proration or if
they subsequently determine any dollar amount prorated to be incorrect, each agrees, upon notice
from the other after the Closing, to make any adjustment necessary to correct the error, including
payment of any amount to the other then determined to be owing. The provisions of this
subsection D shall expire twelve (12) months following the Closing, and neither party shall have
any further right to insist on further proration adjustment.
12. Representations, Warranties and Covenants.
A. Seller hereby represents, warrants and covenants to Buyer as follows, which
representations, warranties and covenants are true and correct as of the date hereof and shall be true
and correct as of the Closing:
i. Seller is a North Carolina limited liability company. in good standing with
the North Carolina Secretary of State, has the ful l power and authority to own the Property
and to enter into this Agreement, and no further permission or consent of any third party
or court is necessary. This Agreement constitutes a valid and binding obligation of Seller,
enforceable against Seller in accordance with its terms.
ii. There are no claims, arbitrations, regulatory, legal or other proceedings
currently pending or, to Seller's knowledge, threatened, against Seller that arise out of, or
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pertaining to the Property or the use or ownership thereof, and Seller is not currently aware
of any contemplated condemnation, eminent domain or similar proceedings relating to the
Property.
iii. There are no leases or other occupancy arrangements with respect to the
Property, except for the Cell Tower Lease.
iv. All existing contracts (except for the Cell Tower Lease) related to the
Property, whether written or oral, will be terminated by Seller prior to the Closing except
to the extent Buyer requests that Seller assign to Buyer all or a specific contract (the
"Assigned Contracts"). Seller has delivered true, correct and complete copies of all such
contracts.
V. Seller has not received any notice, written or otherwise, that the Property
is in violation of any federal, state or local law, statute, ordinance, rule or regulation relating
to Hazardous Materials.
vi. Seller has not been notified of any noncompliance with any laws,
ordinances, codes, conditions and regulations applicable to the ownership and operation of
the Property.
vii. No person other than Buyer has any right or option to acquire the Property
or any portion thereof or any interest therein except as may be set forth in the Cell Tower
Lease.
viii. To Seller's knowledge, no assessments for public improvements have
been made against the Property.
ix. Seller has not received any notice from a governmental agency that the
Property violates any zoning, building, health, flood control, fire, environmental, or other
law, ordinance, order, or regulation or any restrictive covenant, and Seller has not received
notice from a governmental agency that there are violations of any federal, state, county or
municipal law, ordinance, order regulation or requirement, affecting any portion of the
Property.
X. To Seller's knowledge, all Due Diligence Materials are full and complete
copies of the same as reflected in the records maintained by the Seller.
xi. At Closing. Seller will have good, marketable and insurable title to the
Property, free and clear of all matters affecting title to the Property other than the Permitted
Exceptions.
xii. Seller has no knowledge of any pending or threatened condemnation
proceeding affecting the Property or any part thereof.
xiii. Seller has not made and will not make any commitments to any
governmental authority, utility company, school board, homeowner's association or any
other organization, group or individual relating to the Property which would impose an
obligation upon Buyer without Buyer's prior written consent.
7
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All representations and warranties of Seller set forth in this Agreement (including but not
limited to those in this Section 12 shall survive the delivery of the Deed and the Closing for a period
of twelve (12) months.
B. Buyer hereby represents, warrants and covenants to Seller as follows, which
representations, warranties and covenants are true and correct as of the date hereof (unless
otherwise modified as permissible under the terms of this Agreement):
i. Buyer is a Delaware limited liability company, is in good standing with
the Delaware Secretary of State, has the full power and authority to own the Property and
to enter into this Agreement, and no further permission or consent of any third party or
court is necessary. This Agreement constitutes a valid and binding obligation of Buyer,
enforceable against Buyer in accordance with its terms.
iE Buyer is not prohibited from consummating the transactions contemplated
in this Agreement, by any law, regulation, agreement, instrument, restriction, order or
j udgment.
iii. There are no attachments, executions, assignments for the benefit of
creditors, receiverships, conservatorships or voluntary or involuntary proceedings in
bankruptcy or pursuant to any other debtor relief laws contemplated or filed by Buyer or
pending against Buyer.
All representations and warranties of Buyer set forth in this Agreement (including but not
limited to those in this Section 12) shall survive the delivery of the Deed and the Closing for a
period of twelve (12) months.
13. Risk of Loss. The Property shall be held at the risk of Seller until legal title has passed and
possession has been given to Buyer.
14. Default. The following terms apply in the event of a default by either party under this
Agreement.
A. If the Closing is not consummated in accordance with the terms and conditions of
this Agreement due to default or breach of this Agreement by Buyer, Seller may, as its sole remedy,
terminate this Agreement by written notice to Buyer and retain the Earnest Money as liquidated
damages (which the parties acknowledge is reasonable and not a penalty). Without limiting the
foregoing and any indemnity obligations, Seller waives any right to consequential or incidental
damages in connection with such default or breach of this Agreement
B. If the Closing is not consummated in accordance with the terms and conditions of
this Agreement due to default or breach of this Agreement by Seller, Buyer may, as its sole
remedies (i) terminate this Agreement by written notice (which may be via electronic mail)
delivered to Seller on or before the Closing and the Earnest Money shall be returned to Buyer and
Buyer shall be entitled recover against Seller any and all damages incurred by reason of such default
or breach not to exceed $150,000.00, or (ii) enforce specific performance of this Agreement against
Seller, the filing of any action for which shall be filed within ninety (90) days of Seller's failure or
refusal to close hereunder; provided, however, in the event the Seller has made specific
performance impossible or impracticable because Seller has sold or conveyed an interest in the
Property, the limitation on Buyer's remedies in this Section shall not apply. The limitation set forth
in this Section shall not be a limitation on Buyer's rights to recover damages caused by Seller's
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intentional breach of a representation or warranty. Without limiting the foregoing, Buyer waives
any right to consequential or incidental damages in connection with such default or breach of this
Agreement.
15. Condemnation. If, prior to the Closing Date, any entity with the power of condemnation
threatens or commences condemnation proceedings with respect to the Property, or any portion thereof,
prior to Closing, or advises Seller that it desires to acquire any material portion of the Property in lieu of
condemnation, Seller shall give Buyer prompt written notice thereof whereupon Buyer shall have the right
to terminate this Agreement in its entirety by giving the Seller written notice of such termination within
fifteen (15) days after being notified by Seller of such condemnation proceedings. In the event this
Agreement is terminated in accordance with the provisions of this Section, the Earnest Money shall be
returned to Buyer and, except as provided for in this Agreement, the parties shall be relieved of their
respective rights and obligations set forth in this Agreement. In the event Buyer does not terminate this
Agreement in accordance with the foregoing, then at the Closing Seller shall assign to Buyer all of Seller's
right, title and interest in and to any condemnation proceeds, which may be payable (or if such proceeds
have been paid to Seller, Seller shall pay the same to Buyer as part of the Closing) as a result of such
condemnation and the Purchase Price shall be paid without reduction. For purposes hereof, any taking or
condemnation costing less than $50,000.00 shall not be deemed material.
16. Notices. All notices required or permitted under this Agreement shall be in writing and
shall be deemed effective: (i) one (1) day after delivery to Federal Express or other similar courier service,
marked for next day delivery, addressed as set forth below, or (ii) upon being sent by e-mail. All notices
sent pursuant to subsection (i) above shall also be sent by e-mail. The notice addresses of the parties are as
follows:
If to Buyer: Flint Acquisitions, LLC
Attn: Hunter Harris & Devin Schuster
3515 West 75th Street, Suite 103
Prairie Village, Kansas 66208
Phone: [phone]
E-mail: [e-mail]
with a copy to: Polsinelli PC
Attn: Mike Fisher
900 West 48ie Place, Suite 900
Kansas City, Missouri 64112
Phone: [phone]
E-mail: [e-mail]
If to Seller: SRE Dunn Industrial, LLC
Attn: Matt Stephens
319 Chapanoke Road, Suite 102
Raleigh, North Carolina 27603
Phone: [phone]
E-mail: [e-mail]
84217739.5

with a copy to: Ellis & Winters LLP
Attn: Torn Blue
4131 Parklake Avenue, Suite 400
Raleigh, North Carolina 27612
Phone: [phone]
E-mail: [e-mail]
17. Broker/Aaency. Buyer and Seller represent and warrant to one another that other than Joe
Orscheln and Tiffany Hillburn of CBRE for Buyer (collectively, the "Buyer's Brokers"), they were not
represented by any real estate broker, agent, finder, salesperson or other representative in connection with
the transactions contemplated under this Agreement. At Closing, Seller shall pay a total commission equal
to three percent (3.0%) of the Purchase Price to Buyer's Brokers. Buyer and Seller each agree to indemnify
and hold harmless the other against the loss, liability, damage, cost, claim or expense, including, reasonable
attorneys' fees, incurred by reason of any commission, fee or other compensation alleged to be payable to
any other real estate broker, agent, finder, salesperson or any other person or entity because of the act,
omission or statement of the indemnifying party.
18. Attorney Fees. In the event either party becomes involved in legal proceedings against the
other to enforce such party's respective rights or interests under this Agreement, the prevailing party shall
be entitled to receive from the non -prevailing party reasonable attorneys' fees incurred in connection with
any such proceedings.
19. "As Is" Sale. Except as otherwise provided herein. in the Deed and the other documents
delivered by Seller or any of its affiliates pursuant to this Agreement, Buyer acknowledges and agrees that
Seller has not made, does not make and specifically negates and disclaims any representations or warranties
whatsoever, whether expressed or implied, oral or written, past, present or future concerning the Property,
including, but not limited to, the condition thereof and the suitability thereof for any or all activities and
uses which the Buyer might conduct thereon. Except as otherwise provided herein, in the Deed or the other
documents delivered by Seller or any of its affiliates pursuant to this Agreement, Buyer acknowledges that
to the maximum extent allowed by law, the sale of the Property will be made in an "AS IS", "WHERE 1S"
and "SUBJECT TO ALL FAULTS" condition. Except with respect to the covenants, agreements,
representations and warranties of Seller set forth in herein or as set forth in any document delivered
by Seller or any of its affiliates at Closing, Buyer, for itself, its successors and assigns, waives, releases,
acquits and forever discharges Seller, its officers, directors, shareholders, employees, agents,
attorneys, representatives and any other persons acting on behalf of Seller and the successors and
assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands,
rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown,
foreseen or unforeseen, which Buyer or its successors or assigns now has or which may arise in the
future on account of or in any way related to or in connection with any past, present or future physical
characteristic or condition of the Property. Notwithstanding anything to the contrary set forth in
this Agreement, this release will survive the closing or the termination of this Agreement.
20. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of North Carolina without reference to that state's laws regarding choice of law.
21. Integration: Modification; Waiver. This Agreement constitutes the complete and final
expression of the agreement of the parties relating to the Property and supersedes all previous contracts,
agreements and understandings of the parties, either oral or written, relating to the Property. This
Agreement cannot be modified, or any of the terms hereof waived, except by an instrument in writing
(referring specifically to this Agreement) executed by the party against whom enforcement of the
modification or waiver is sought.
10
842 17739,5

22. Invalid Provisions. if any one or more of the provisions of this Agreement, or the
applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such
provision shall be modified to the minimum extent necessary to make it or its application valid and
enforceable, and the validity and enforceability of all other provisions of this Agreement and all other
applications of any such provision shall not be affected thereby.
23. Further Acts. In addition to the acts recited in this Agreement to be performed by Seller
and Buyer, Seller and Buyer agree to perform or cause to be performed at the Closing or after the Closing
any and all such further acts as may be reasonably necessary to consummate the transactions contemplated
hereby.
24. Miscellaneous. This Agreement shall be construed as a whole and in accordance with its
fair meaning. The captions set forth at the beginning of each paragraph are for the convenience of the
parties only and are not intended to fully describe or define the provisions or portions of the Agreement to
which they pertain. If any date under this Agreement on which an event is to occur or notice is to be given
falls on a Saturday, Sunday or federal holiday, then such date shall be the first business day following such
Saturday, Sunday or federal holiday. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
25. Counterparts. This Agreement may be executed in separate counterparts, each of which
shall be an original and all of which when taken together shall constitute one and the same instrument.
Further, this Agreement may be executed by facsimile signature (or other electronic format), such that
execution of this Agreement by facsimile signature (or other electronic format) shall be deemed effective
for all purposes as though this Agreement was executed as a "blue ink" original.
26. Assignment. Except as otherwise provided in this Section, neither party shall assign this
Agreement without the other party's written consent, which shall not be unreasonably withheld,
conditioned, or delayed. Buyer may assign this Agreement to any affiliated entity, partnership, or trust in
which Buyer or any of Buyer's principals or affiliates own an interest or otherwise control or to any other
entity, trust, or partnership comprised of an ownership group organized or referred to by, Buyer or its equity
sources or by their respective affiliates, principals, or employees, without obtaining the prior written consent
of Seller, provided the assignee assumes all of Buyer's rights, obligations and duties under this Agreement.
Following an assignment permitted pursuant to this Section, Buyer shall promptly notify Seller and the
Title Company of the assignee entity.
27. 1031 Tax Exchange. Buyer or Seller may conduct a 1031 tax deferred exchange in
connection with this transaction. Each party agrees to reasonably cooperate with the other party, at no cost
to the cooperating party, including the execution of any standard notices and consent forms required by
law. The parties acknowledge and agree that assigning its rights to a third party intermediary for purposes
of effecting the exchange shall not release such party of its obligations hereunder.
28. General Cooperation. Seller acknowledges and agrees that Buyer may elect to seek, at
Buyer's sole cost and expense, certain (i) plan approvals, zoning, re -zoning, permits (including without
limitation, site, land disturbance, grading, environmental, building, and other permits), special use permits,
variances, public financing and economic development incentives (including without limitation,
community improvement districts, tax increment financing, transportation development districts, sales tax
exemptions or reimbursements), and other such approvals from governing authorities which Buyer deems
reasonably necessary or prudent (in Buyer's reasonable discretion), and (ii) utilities and related facilities
and easements, including, without limitation, water, storm water and sanitary sewage disposal, telephone
service and energy sources to service the Property and improvements thereto over and across third party
lands, in each case for development, redevelopment, construction, remodeling, or Buyer's intended use of
94217739.5

the Property for industrial and appurtenant development (collectively, the "Approvals"). Seller agrees to
reasonably cooperate with the supply of any non -confidential or non-proprietary information requested, at
no cost to Seller, with Buyer's endeavors to obtain any and all such Approvals, and Seller further agrees
not to object to any such endeavors following Closing. Furthermore, Seller, upon request, shall timely
execute applications, petitions. affidavits, and such other instruments as Buyer may request in connection
with the Approvals (including, but not limited to any certificate of ownership and acknowledgment of
applications), the cost of all of which shall be borne by Buyer. Seller agrees to give Buyer a copy of any
notice, summons, or other document relating to a pending or threatened attack on any such rezoning or
other matters received by Seller. Buyer agrees to use reasonable efforts to cause the conditions set forth in
this Section to be satisfied and to perform all actions hereunder diligently and in good faith in pursuit of its
development of the Property. The failure to obtain any approvals, variations, permits or licenses despite
such good faith efforts and determinations shall in no way be deemed a default by Buyer.
29. Force Ma'eure. Neither party shall be required to perform any term, obligation, covenant
or condition of this Agreement (collectively, "Obligations"), so long as such performance is delayed or
prevented by force majeure, which shall mean any acts of God, strike. lockout, material or labor restriction
by any governmental authority, civil riot, and any other cause not reasonably within the control of such
party and which by the exercise of due diligence such party is unable, wholly or in part, to prevent or
overcome including, without limitation, matters related to the coronavirus disease or another viral disease
of comparable impact (any such disease "COVID-19") and any COVID-19 related declared state of
emergency or public health emergency. pandemic, government mandated quarantine or travel bans,
government mandated closures, disruption, breakdown, delayed production or interruption for any period
of time of transportation, the use of equipment, labor or materials including, without limitation, the closing
of government buildings, airports, harbors, railroads or pipelines or other infrastructure (collectively,
"COVID-19 Events"). In addition, any time periods set forth in Section 6 shall be adjusted on a day for
day basis in the event of any force majeure event; provided however, such event of force majeure shall not
extend any deadline herein by more than ninety (90) days.
[Remainder of Page Intentionally Left Blank; Signature Page Follows.]
12
94217739.5

IN WITNESS WHEREOF, Seller and Buyer have executed this Real Estate Purchase Agreement
to be effective as of the date set forth above.
BUYER:
FLINT ACQUISITIONS, LLC,
a Delaware limited liability company
By:
Name:
Title: Manager
SELLER:
SRE DUNN INDUSTRIAL, LLC,
a North Carolina limited liability company
By: -'Z� --�c —
Name:
Title: 11iArL.ce,'
13

EXHIBIT A
LEGAL DESCRIPTION AND GENERAL DEPICTION
Being all of Tract 1 as shown on that plat entitled "Subdivision for Hazel B. McLamb and David Wayne
McLamb" recorded in Plat Book 2015, Page 35, Harnett County Registry.
A-1
94217739.5

EXHIBIT B
DUE DILIGENCE MATERIALS
To the extent in Seller's possession:
a. All environmental reports, soils reports, engineering reports, inspection and/or physical condition
reports (if any);
b. The most recent survey of the Property and parcels contiguous to the Property (if any);
C. Any permits or licenses for the Property (if any);
d. Any zoning information, zoning or building restrictions or requirements on the Property (if any);
C. All existing services contracts, maintenance agreements, leases (including all amendments and
guaranties, if any), license agreements, and other agreements encumbering the Property (if any);
£ All tax records, expenses, or filings incurred by the Property within the last two (2) calendar years
(if any);
g. All operating expense statements and reconciliations for the last two (2) calendar years and current
calendar year (if any);
h. Documents describing confirmation of and/or capacities of utility services and drainage for/to the
Property (if any);
Any ECR, REA, CCR, or other documents governing common areas or easements affecting the
property;
All underlying title documents for the Property and existing title policies (if any); and
k. The Cell Tower Lease." Seller may have a paper copy; uncertain at this time.
B-1
84217739.5

EXHIBIT C
[FORM]
FIRPTA
CERTIFICATION OF NON -FOREIGN STATUS PURSUANT TO
SECTION 1445 OF THE INTERNAL REVENUE CODE
This Certification of Non -Foreign Status ("Certification") is made as of the day of
, 202—, by SRE DUNN INDUSTRIAL, LLC, a North Carolina limited liability
company ("Transferor").
Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the "Code"), a transferee
of a U.S. real property interest must withhold tax with respect to certain transfers of property if the transferor
is a foreign person. For the purposes of informing . ("Transferee"), that
no withholding is required with respect to the disposition of a U.S. real property interest by Transferor, the
undersigned hereby certifies as follows:
Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those
terms are defined in the Code and Income Tax Regulations).
Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii).
The U.S. employer identification number for Transferor is:
The mailing address for Transferor is:
The undersigned acknowledges and agrees that this certification may be disclosed to the Internal
Revenue Service by Transferee and that any false statement contained herein could be punished by fine,
imprisonment or both.
Under penalties or perjury, the undersigned declares that it has examined the foregoing certification
and, to the best of its knowledge and belief, it is true, correct and complete, and the undersigned further
declares that he or she has authority to sign this document on behalf of Transferor.
IN WITNESS WHEREOF, the undersigned have caused these presents to be signed as of the date
set forth above.
SELLER:
SIZE DUNN INDUSTRIAL, LLC,
a North Carolina limited liability company
By:
Name:
Title:
[insert notary acknowledgment]
C-1
84217739.5

EXHIBIT D
[FORM]
CERTIFICATE OF SELLER'S
REPRESENTATIONS AND WARRANTIES
THIS CERTIFICATE OF SELLER'S REPRESENTATIONS AND WARRANTIES (this
"Certificate") is made into as of the _ day of , 202_, by SRE DUNN INDUSTRIAL, LLC,
a North Carolina limited liability company ("Seller''), for the benefit of
("Buyer").
RECITALS:
A. Seller has conveyed to Buyer that certain real property and improvements located generally
at 453 Rooms To Go Way in Dunn, Harnett County, North Carolina, pursuant to that certain Real Estate
Purchase Agreement dated as of 2022 (as amended, the "Contract") by and between
Seller and Buyer. Capitalized terms not otherwise defined herein shall have the meaning given to them in
the Contract.
B. The Contract, including without limitation Section 12 therein, contains certain
representations and warranties (collectively, the "Representations and Warranties") made by Seller to and
for the benefit of Buyer.
C. Section 9(A)(v) of the Contract provides that Seller shall execute and deliver a certificate
stating that the Representations and Warranties of Seller as set forth in the Contract are true and correct as
of the Closing Date (as defined in the Contract) as if then made.
NOW, THEREFORE, in consideration of the foregoing, the mutual agreements and covenants
made by Seller and Buyer to one another in the Contract and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller hereby (a) agrees that the Recitals set
forth above are incorporated herein as an integral part hereof, and (b) certifies, represents and warrants to
and for the benefit of Buyer that those Representations and Warranties made by Seller in the Contract are
true and correct in all material respects as of the date hereof.
IN WITNESS WHEREOF, Seller has executed and delivered this Certificate as of the day and
year first hereinabove written.
SELLER:
SRE DUNN INDUSTRIAL, LLC,
a North Carolina limited liability company
By:
Name:
Title:
D-1
94217739.5

ASSIGNMENT AND ASSUMPTION OF
REAL ESTATE PURCHASE AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF REAL ESTATE PURCHASE AGREEMENT
(this "Assignment") is entered into this 8th day of March, 2023, by and between FLINT
ACQUISITIONS, LLC, a Delaware limited liability company ("Assignor"), and NC95 LOGISTICS
LLC, a Delaware limited liability company ("Assignee").
RECITALS
WHEREAS, Assignor, as buyer, and SRE Dunn Industrial, LLC, a North Carolina limited liability
company, as seller (the "Seller"), entered into that certain Real Estate Purchase Agreement, dated as of July
25, 2022 (as amended, the "Contract"), pursuant to which Assignor agreed to purchase, and Seller agreed
to sell, certain real property located in Dunn, Harnett County, North Carolina as more particularly described
in the Contract; and
WHEREAS, Assignor desires to convey to Assignee all of Assignor's rights, duties, interests, and
obligations under the Contract, and Assignee has agreed to assume and perform all such rights, duties,
interests, and obligations under the Contract.
NOW, THEREFORE, in consideration of the foregoing recitals, the covenants and obligations
contained in this Assignment, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Recitals Incorporated. The above Recitals are hereby incorporated into this Assignment in
full and form an integral part hereof.
2. Assignment and Assumption. Assignor hereby assigns, transfers, and conveys to Assignee
all of Assignor's right, title, interest, duties, obligations, agreements, covenants, and conditions under the
Contract, including without limitation, any and all earnest deposits (or similar payments or amounts)
previously paid to Seller in connection with such Contract. Assignee hereby accepts such assignment and
assumes and agrees to be subject to all conditions and restrictions to which Assignor is subject under the
Contract and to perform and to be responsible for all of Assignor's agreements, covenants, and obligations
under the Contract.
3. Assignor's Representations and Warranties. Assignor hereby represents and warrants to
Assignee that: (a) Assignor has the authority under the Contract to enter into this Assignment, (b) Assignor
is the current purchaser under the Contract, and (c) Assignor has not previously transferred, assigned, or
conveyed any of Assignor's right, title, or interest in and to the Contract to any other person or entity.
4. Counterparts. This Assignment may be executed in multiple counterparts, each of which
shall be deemed an original and together shall constitute one and the same instrument. Each party may rely
upon facsimile or electronic mail counterparts of this Assignment signed by the other party with the same
effect as if such party had received an original counterpart signed by such other party.
[Remainder of Page Intentionally Left Blank; Signature Page Follows.]

IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment pursuant
to all requisite authorizations as of the date first above written.
ASSIGNOR:
FLINT ACQUISITIONS, LLC,
a Delaware limited liability company
By: (2 r
Name:&./
Title: Manager -
ASSIGNEE:
NC95 LOGISTICS LLC,
a Delaware limited liability company
BY: NC95 Logistics Manager LLC,
its Mana er
By:
Name: I'
Title: anager
[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF
REAL ESTATE PURCHASE AGREEMENT]