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HomeMy WebLinkAboutSW4130801_Purchase Agreement_20130725REALTORs• C4inmeYCi�lAll1�?l1CB AGREI;l E.NT FOR PURCHASE AND SALE OF REAL PROPERTY 113 REALTOR') North Carolina Association of REALTORSm THIS AGREEMENT, including any and all addenda attached hereto ("Agreement"), is by and between Glandon Forest Eauity a(n) _ North Carolina limited liability company , (`Bayer"), and (individual or State of formation and type of entity) Caroline A. Hinshaw a(n) individual (individual yr State of formation and type of entity) FOR AND IN CONSIDERATION Or TIME MUTUAL PROMISES SET FORTH HEREIN AND 0THFR GOOD AND VAL.UABLE'_ CONSmF.itA-rION, THE. RECEIPT AND SUFFICIENCY OF WHICH ARL HEREBY ACKNOWLEDGED, THE PARTIIjS l HERETO AGREE AS FOLLOWS, Section 1. Terms and Definitions: The terms listed below shall have the respective meaning given them as set forth adjacent to each teen. (a) "Property": (Address) Approximately 2.5 acres of 107 W^ Greensboro Chapel Mill Road, Snow Camp, NC Plat Reference; Lot(s) NIA Block or Section NIA , as shown on Plat Book or Slide NIA at Pages) NIA NIA County, consisting or NIA acres. X If this box is checked, "Property" shall mean that propetly described on Exhibit A attached hereto and incorporated herewith by reference, (For information purposes: (i) the tax parcel number of the Property is: 102851 ; and, (ii) some or all of the Property, consisting orappro.einratel), 2.5 acres, is described in Deed Book 2794 Pagc No. 367 Alamance County.) together with all buildings and improvements thereon and all fixtures and appurtenjr}ccs thereto and all personal property, if any, itemized on Exhibit A. 112,000.00 (b) °Purchase Price" shall mean the sum of one hundred twelve thousand Dollars, papffile oft thefcrllatvlrrl; Pcrrrrs: S 500.00 {i) r`l:arncst Money" shall mean five hundred Dollars or leans as follows: Upon Mils Agreement becoming a contract in accordance with Section 14, the Earnest Money shall be promptly dcposkud in escrow with Weathers oon & Voltz LLH Trust AccOLIM (name or person/entity with whom deposited), to be applied as part payment of the Purchase Price of the Property at Closing, or disbursed as agreed upon tinder the provisions of Section 10 herein. Page l o f 8 This forte jointly approved by: STANDARD FORM 580-'I' 113 ing North Carolnnn Ba •As a ation Revised 1/2011 North Carolo u of REALTORS©, lac. C 712012 REALTOR• } Buyer initials I (({//J Seller Enitials Tts ram prod Y: Formulator * 600 09-®Bt2 X ANY EARNEST NIONL:Y DETOSITEI) 13Y BUYER IN A TRUST ACCOUNT MAY BE I'LACI:I) IN AN IN'1'E;IZI,'S'1` I3EARING 'I'RUSi' ACCOUNT, ANI) : (check oult, 0A'ls ho.i) x ANY INiITERIST EA12NEI) THEREON SIIALL BE API'LIEO AS PART PAYMENT OF TIIF, PURCHASE PRICE Oh' Tffl; PROPERTY A'F CLOSING, OR DISBU14SLD AS AGREED UPON UNDER THE PROVISIONS Of SECTION 10 I-IrREIN. (Buyer's Taxpayer Idetrtificntion Ntrmbu is: 20-5088497 ) 01 ANY INTEREST EARNED TfiEREON SHALL 13EI,ON(; TO THE ACCOUNT HOLDER IN CONSIDERATION OF THE EXPENSES INCURRED 13Y MAINTAINING SUCH ACCOUNT AND RECORDS ASSOCIATE]) THEll EWITH. S NIA (ii) Proceeds of n iiew ions in the amount of Dollars fora terns of pears, wilt all amortization period not to exceed years, at an interest rate not to exceed % per anriuur with mortgage loan chscoyu)t Points not to exceed % of lire roan amount, or swell other terms as may be set forth on Exlt'tbit B. Buyer shall pay all costs associated with any such loan. S N/A (iii) Delivery of a promissory note secure(] by a deed of u•ust, said Promissory mote it) the amount of Dol l;u•s being payable over a term of years, with an amortization period of years, payable in niorithly installments of principal, together witli accrued interest on the outstanding principal balance ;it [Ire rate of percent ( %) per aruitmi in (lie aniount of $ with the first principal payment beginning on tie first day of the month next succeeding the date of Closing, or such other terms as ilia)• be set forth on Exhibit 11. At any (ime, the promissory note may be prepaid ill whole or in part without penalty and without further interest on the arttounts prepaid from the date of suds prcpaymont. (NOTE:in fife event of i3uyer's subsequent defanll upon a promissory note rill(] deed of trust given hereunder, Seller's remedies n)ay be lintited to foreclosin'c of (lie Property. If the (Iced of trust given het•cunder is Subordinated to senior firiatleing, the material terns of such financing must be set forth on Exhibit 11. If such senior finatieing is subsegiietitly foreclosed, file Seller may have ❑o remedy to recover tn)der the no(e.) NIA (iv) Asstinintion of that unpaid obligation of Seller secured by a deed of trust on the Property, such obligation having all outstanding principal balance of b and evidenced by a note bearing interest at il)e rate of percent per amiumt, and a current paynien[ aniount of S The obligations of Buyer under this Agreement are conditioned upon Buyer being able to assume the existing loan described above. If such assumption requires the loader's approval, Buyer agrees (n use its best effotls to seCttre such approval and to advise Seller immediately upon receipt of [lie lender's decision. Approval must be granted on or before . On or before, this date, Buyer has the right to terminate this Agreement for failure to he able to assume the loan described above by delivering to Seller written notice of termination by the above date, 1lum, helug of rlre essence. If Buyer delivers such notice, this Agrcen)eat shall be mull and void and E'arriest Money shall be refunded to Buyer. If OLLyer fails to deliver such notice, Ihen Buyer will be (teemed to have waived 11re loan condition. Unless provided otherwise in Section 3 hereof, Buyer shall pay all fees and costs associated with any such assumption, including ally assurrrplion fee charged by the lencler. At or before Closing, Seller shail assign to Buyer all interest of Seller in any e(n'renl reserves or escrows held by [he lender, any property management company anchor Seller, including but not limited to ally tenant improvement reserves, leasing commission reserves, seCta•ity deposits and opetttiing or capital reserves for which Seller shall be credited said amounts at Closing. 111,500,00 (v) Cash, balance of Purcimse Price, at Closing in the aniount ofone hundred eleven thousand five hundred Dollars. Page 2 of 8 STANDARD FORM 580-T Buyer Initials U Seller Initials Revised 1/201 t © 712012 This form produco/by: Foil? Ulator ® NO-499-96r2 (c) "Closing" shall mean the (late and time of recording of the dccd. Closing shall occur on or before or 30 days following Examination Period (d) "Contract Date" means the date this Agreement has been fully executed by both Buyer and Seller. (e) "Examinatiort Period" shall mean the period beginning on the Contract Date and extending tlhrongh 160 days following Contract Date TIr1IG IN OF THE 1iSSliA1Cls'itS TO TILL'! sAAr111Kii'l70N PEW101), {� "Ilroker(s "shall mean; NIA ("Listinig Agency"), N/A ("Listing Agent"- License H ^ N/A ) Acting as: .� Seller's Agent; ❑ Dual Agent and NIA ("Selling Agency"), NIA ("Selling Agent"- License 11 NIA } Acting its: iJ Buyer's Agent; (_I Seller's (Sub) Agent; ❑ Dun] Agent {g) "Seller's Notice Address" shall be as follows: 781 Clark Road Snow Camp NC 27349 except as same may be changed pursuant to Section 12, (It) "Buyer's Notice Address" shall bens follows: 3900 Merton Drive, Suite 210 Raleigh, NC 27609 except as same may be changed punsuam to Section 12. (i) If this block is marked, additional terms of this Agreement are set fortli on Exhibit B attaclie(I hereto and incorporated herein by reference. (Note: Under North Carolina 1mv, real estate ngents nre not permitted to draft conditions or contingencies to Ibis Agreement.) Section 2. Sale of Property wid Payment of 11111-chnse Price: Seller agrees to sell and Buyer agrees to buy the Properly for the Pnl'CIMSC Pr'iM Scclion 3. Prorution of L:xpenses and Payment of Costs: Seller and Buyer agree that all property taxes (on a calendar year basis), lenses, rents, mortgage payments and utilities or any other assumed liabilities as detailed on attached Exhibit B, if any, shall be prorated as Of the date of Closing. Seller shall pay for preparation of a deed and all other documents necessary to perform Seller's obligntions under this Agreement, excise tax (reventhc stamps), any deferred or rollback taxes, and other conveyance fees or taxes required by law, and the following: None Page 3 of 8 fl fy i!i �Ir Buyer bhitiais/ � Seller Initials This tam Frodumd by: Formulator 0 e00,409-9M STANDARD FORM 580-T Revised 1/2011 aD 712012 Buyer shall pay recording costs, costs of any title search, tide insur-arice, siuvey, the cost of ally inspections or investigations undertaken by Buyer under this Agreement and the following: Each party shrill pay its own attorney's fees, Seclion d. Deliveries: Seller agrees to use best efforts to deliver to Buyer as soon as reasonably possible after lice Contract Dille copies of all informalion relating to the Property in possession of or available to Seller, inducting but not limited to: title itisnp'anee policies, surveys tind copies of all presently effective warranties or service contracts related to the Property, Seller attilnorizcs (1) any attorney presently or previously representing Seller to release and disclose any title insurance policy in such attorney's file to Buyer and both Buyer's and Seller's agents and attorneys; and (2) the Property's title insurer or its agent to release mid disclose all materials ill the Property's title insurers (or title insurer's agent's) file to Buyer and bolls Buyer's and Seller's agents and attorneys. tf Bayer does not consummate the Closing for any reason other than Seller default, then Boyer shall returi to Seller all materials delivered by Seller to Buyer pursuant to this Section d (or Section 7, if applicable), if my, anti shall, upon Seller's request, provide to Seller copies of (subject to the ownership and copyright interests of the preparer thereof) any and all studies, reports, surveys and other information relating dhectiy to the Property prepared by or at the request of Buyer, its employees and agents, and shall deliver to Seller, upon the release of the Earnest Money, copies of ail of the foregoing without ally warranty or representation by Buyer as to lice contents, accuracy or correctness (hereof. Section 5. Evidence of Title: Seller agrees to convey fee simple marketable and i11Sui'able title to the Properly free and clear of all liens, encumbrances and defects of title other than, (a) zoning ordinances affecting the Properly, (b) Leases (W applicable) and (c) platters of record existing at the Contract Date that are not objected to by Buyer prior to the end of the Examination Period ("Permitted Exceptions"); provided that Seller shall be required to satisfy, it or prior to Closing, any encumbrances that may be satislied by the payment of a fixed sure of money, such as deeds of Irusi, mortgages or statutory liens. Seller shall not enter into or record any irns(rturient that affects Ille Property (or ally personal property listed on Exhibit A) after the Contract Dale without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Section G. Conditions: This Agreement and the rights and obligations of the parties under this Agreement are hereby made expressly conditioned upon fulfillment (o• waiver by Buyer, whether explicit or implied) of the following conditions: (a) New Loan: The Buyer mmist be able to obtain the loan, if any, referenced in Section I(b)(ii). Buyer must be able to obtain a firm Coll] III itmew for this toad on or before NIA , cflcctive through the date of Closing. Buyer agrees to use its best eRor•ts to secure such commitment and to advise Seller inirmediatcly upon receipt of lender's decision. On or before the above date, Buyer has the right to terminate this Agreement for failure to obtain the loan referenced in Section I(b)(ii) by delivering to Seller• written notice of lernrinritiorr by the above date, !lure belug (if Me essence. If Boyer delivers such notice, this Agreement shall be null and void and f:arnest Money shall be refunded to Buyer. If Buyer fails to deliver such notice, them Buyer will be decreed to have waived the loan condition. irotwithstanclirig the foregoing, after the above dale, Seller may request in writing fgoii Buyer a copy of the commitment letter. If Buyer fails to provide Seller a copy of the corupritntertl letter within five (5) days of receipt of Seller's request, their Seller may terminate this Agreement by written notice to Buyer at arty I ime thereafter, provided Seller has not then received a copy of the commitment letter, and Buyer shall receive a return of Earnest Money. (b) Qualification for Financhig: If Buyer is to assume any indebtedness ill connection with payment of the Purchase Price, Buyer agrees to use its best efforts to qualify for 11w assumption. Should Buyer fail to qualify, Buyer shall notify Seller in Writing immediately upon lender's decision, whereupon this Agreement shall terminate, and Buyer shall receive a return of Earnest Money. (c) Title Examination: Alter the Contract Date, Buyer shall, at Buyer's expense, Cause a title examination to be made of the Property before the end of the Examination Period. In the event that such title examination shall show that Sellers title is not fee simple marketable and insurable, suh:iect only to Permitted Exceptions, then Buyer slrall promptly notify Seller in writing of all such title defects and exceptions, in no case later than the end of the [Examination Period, and Seller shall lave thirty (30) [lays to cure said noticed defects. If Seller does not cure the defects ar objections within thirty (30) days of notice thereof, then Boyer may terminate this Agreement and receive a return of Earnest Money (notwithstanding Iltat the Examination Period may have expired). I f Bayer is to purchase title insurance, the insuring company must be licensed to do business in the state in which the Property is located. 'Title to the Property must be illsu ab€e at regular rates, stib.iw only to standard exceptions and Permitted Exceptions. (d) same Condition: IF the Property is not hi substantially the same condition at Closing as of the date of the offer, reasonable wear and tear excepted, then the Buyer may (i) terminate this Agreement and receive a return of the Earnest Money or (ii) proceed to Closing whereupon Buyer shall be entitled to receive, in ridditiou to the Properly, any of the Seller's insurance proceeds payable on account of the tlanrage or destruction applicable to the Property. f 1t Buyer Initials i, G this form Vodioed by. Jbr1 UJ[ Rfor Page d o I' S Seller Initials eoa4e9-90r Z STANDARD CORM 580-'T Revised 1/2011 © 7/2012 (e) Inspections: Buyer, its agents or representatives, at Buyer's expense mina at reasonable times during normal business hours, Shall have the right to enter upon the Property For the ptupose of inspecting, examining, performing soil boring and other testing, coulttcling limber cruises, and surveying the Property. Buyer shall conduct all such on -site inspections, examinations, soil boring and other lesling, timber cruises and surveying of the Property in a goad and workmanlike manner, shall repair any damage to (lie I'roperty caused by 1311yer's entry and on -site inspections and shall conduct same in a manner that does not unreasonably interfere with Seller's or any tenant's use and enjoyment of (lie Properly. In that respect, Buyer shall slake reasonable ellbrts to undertake on -site inspections outside of the hours ally tenant's business is open to the public and shall give prior notice to any tenants of any entry onto any tenant's portion of the Property for the purpose of conducting inspections. Upon.Sellet's request, Buyer sha11 provide to Seller evidence of general liability insurance. Moyer shall also have a right to review aunt inspect all contracts or other agreements affecting 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 Ilsairltetlance 01' the I'roperty, provided, however, that Buyer shall not disclose ally ioformition regarding [his Property (or ally tenant therein) rmless required by law and the same shall be regarded as confidential, to any person, except to its ;attorneys, accountants, lenders and other professional advisors, in which case Buyer shall obtain their agreenaenl to maintain such coil fltlelltiahty. Buyer nssunncs all responsibility for the acts of itself, its agents or representatives in exercising its rights under this Section G(e) and agrees to indemni[y anal hold Seller hal•nlless front any damages resulting Iherefronl. This indemnification obligation Of' Buyer shall stu-vive the Closing or earlier termination of this Agreement. Bayer shall, at Buyer's expense, promptly repair any damage to the Properly caused by Buyer's entry and on -site inspections• Except as provided in Section G(c) above, Buyer shall have from the Contract hate through the end of the Examination Period to perform the above inspections, examinations and testing. IF BUYER CHOOSES NOT 1'O PURCHASE THE PROPF,RTY, FOR ANY REASON Oil NO REASON, AND PROVIDES WRITTEN NOTICE TO SELLER THEREOF PRIOR'I'O TIME EXPIRATION OF THE EXAMINATION PERIOD, '1 HEN '1'llISAGREEMENTSHALL'l'ls`RMINATE, AND BUYERSHALL RECEIVE ARETURNOr, THE I:ARNESTMONFY . Section 7, Leases (Check one of the following, as applicable): X If this box is checked, Seiler affirmatively represents and warrants that there are no Leases (as hercinallerdefined) afl"ectitag the Property. 0 if this box is cltecketl, Seller discloses that there are one or more leases affecting the Property (oral or written, recorded or not -"Leases") and the following provisions are hereby made a part of this Agreement. (a) All Leases shall be itemized o❑ Exhibit B-, (b) Seller shall deliver copies of tiny Leases to Buyer pursttalit to Section 4 as if the Leases were listed therein; (c) Seller represents and warrants that as of the Contract Date there are no current defatdts (or any existing situalion which, with the passage of little, or the giving of notice, or both, or at the election of either landlord or lellan( could constitute a deFaull) either by Seller, as landlord, or by ally tenant under any Lease ("Lease Default"). in the event there is any lease Default as of the Contract Date, Seller agrees to provide Buyer twill) a detailed description of tile situation in accordance with Section 4. Seller agrees not to commit a Lease Default as Landlord after the Contract Date, and agrees rurther to notify Buyer immediately in the event a Lease Dcfitill arises or is claimed, ,asserted or threatened to be asserted by either Seller or a tenant muter the Leasc. (d) In addition to the conditions provided in Sectiotl G of this Agreement, this Agreement and the rights and obligations of the patties touter this Agreement are lscreby made expressly conditioned upon the assignment of seller's interest in any Lease to Buyer iln form and content acceptable to Buyer (with luilmlt's wrEttell Consent and acknowledgement, if required under the [.ease), and Seller agrees to use its best ellbrts to effect such assignment. Any assignment required under this Section 7 shall be required to be delivered at or before Closing by Seller in addition to those deliveries required tinder Section 1 I of this Agreement, (c) Seller agrees to deliver an assignment of any Lease at or before Closing, with any security deposits held by Seller under any Leases to be transferral or credited to Buyer at or before Closing. Seller also agrees to execute and deliver (and work diligently to obtains any tenant signatures necessary for Same) any estoppel cerlilicates and subordination, nondisturbance and attormnent agreements in such form as Buyer may reasonably request. Section 8. Cnti4t'olIll Nita 1: Seller l'Cj3Wscllts and warrants that it has 110 actual knowledge of the presence or disposal, except as ill accordance with applicable law, within the buildings or on the Property of hazardous or toxic waste or substances, which are defined as those substances, materials, and wastes, includitg, but not limited to, those substances, materials and wastes listed in the United States Department of Transportatloll 1-1azardotls Materials Table (49 CPR Part 172.101) or by the 1lnwlrolilteralal Prolcction Agelley as hazardous substances (40 CPA Pali 302.4) and amendments thereto, or such substances, materials anti wastes, which are or becorlle regulated tundel• any Applicable local, slate or federal law, including, without limitation, any material, waste or substance which is (i) petroleum, (J) asbestos, (iii) polychloritlnted bipfienyls, (iv) desigMated as a l lazartlous Substance ptu•suant to Section 311 of the i Page S of 8 J STANDARD FORM 580-T Buyer Initials Seller Initials —aL Revised 1/2011 �i ©712012 This loins pm&K*W by: F'Oilnulator o 800 499.9m CIcan Water Act of 1977 (33 U.S.C. § 1321) or fisted pursuant to S0000I1 307 of the Clean Water Act of 1977 (33 U.S.C. j 1317), (v) defined as a hazardofrs +waste pursuant to Section 1004 of the Resource Conservation and Recovery Act of 1976 (42 U.S.G. §6903) or (vi) defaled as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response, Coil) poll Sat 1O11 and Liability Act of 1980 (42 U.S.C. §9601). Seller has no actual knowledge of any contrunination oft lie Property h'om such substances as may have been disposed of or stored on neighboring tracts. Section 9. Risk of Lossl[3amagelRepnir: Until Closing, the risk of loss or damage to (Ile Property, except its otherwise provided herein, shall be borne by Seller. Except as to maintaining lice Property in its same condition, Seller shall have 110 responsibility for the repair of (lie Property, including any improvements, unless the parties hereto agree in writing. Section 10. Earnest Money Disbin•sernent: 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 tite Earnest Money shall be returned to Buyer, but such return shall not affect any other remedies available to f3uyel- for- such breach. In the event this of%r is accepted and Guyer breaches this Agreement, then (he Earnest Money shall be forfeited, but such forfeiture shall not affect any other remedies available to Seller for such breach. 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 retain said Earnest Money in its trust or escrow account to lil it has obtained a writlen release from the parties consenting to its disposition or fintil disbursement is ordered by a court of competent jurisdiction, orallernatively, the party holding the Earnest Money may deposit the disputed monies with the appropriate cleric of court in accordance with (Ile provisions of N.C.G.S. 593A-12. Sectional. Closing: At or before Closing, Seller shall deliver io Buyer a general warranly deed unless oihcrwise specified on Exhibit 13 and ollicr doctnllcnts customarily executed or delivered by a seller in similar transactions, irtcluf ing without limitation, a bill of sale for tray personalty listed on Exhibit A, -in owner's affidavit, lied waiver forms and a non -foreign status affidavit (pursuant to the Foreign Investment in Real Property Tax Act), rind Buyer shall pay to Seller the Purchase Price, At Closing, the Earnest Money shall be applied as part of the Purchase Price. The Closing shall be conducted by BUyer's attorney or handled in such other ulanMer as the parties hereto may mutually agree in writing. Possession shall be delivered at Closing, finless otherwise agreed herein. 'file Purchase Price and other funds to he disbursed purstranf to this Agreement shall not be disbursed until Closing has taken place. Sectiona2. Notices: unless otherwise provided herein, all notices and othcr communications which may be or are required to be 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 date delivered in person or deposited in tile, United States mail, registered or certified, return receipt requested, to the addresses set out in Sectionl(g) as to Seller and in Section l(II) as to 1311yer, or at such other addresses as specified by written notice delivered in accordance ller'elvith, Section 13. Entire Agreement: This Agreement constitutes the sole and entire agreement among the parties herclo and no niodifiention of this Agreement shall be binding unless in writing and signed by all parties hereto. Sectioned. Enforceability: This Agreeirtent shall become a contract when signed by both Buyer and Seller and such signing is communicated to both parties; it being expressly agreed that file notice described ill Section 12 is not required foreffective communication For the purposes of this Section lei. This Agreement shall be binding upon and imnrc to the benefit of Ilse parties, their heirs, successors and assigns and their personal representatives. Section 15. Adverse Information and Compliance with Laws: (a)Seller Knowledge: Seller has no actual knowledge of (i) conderiuiation(s) affecting or contemplated with respect to the Property; (ii) actions, suits or proceedings pending or threatened against the Property; (iii) changes contemplated in illy applicable laws, ordinances or restrictions affecting the Property; or (iv) governmental special assessments, either pending or confirmed, for sidewalk, paving, water, sewer, ar other huproverueilts on or adjoining the Property, and no pending or confirmed owners' association special assessments, except as follows (Insert "None" or the identification of any matters relating to (i) through (iv) above, ifany): None Note -For purposes of this Agreement, a "confirmed" special assessment is defined as an assessment that has been approved by a goveriltnen(al agency or an owners' association for the purposes) stated, whether or not it is fully payable a( time of closing. A "petuling" special assessment is defined as an assessincnt Ihat is raider formal consideration by a governing body. Seller shall pay all owners' associatioM assessments nad all goverrinlental assessments confirmed as of the (late of Closing, if any, and Buyer shall take title subject to all pending assessments disclosed by Seller herein, if any. Seller represents that the regular owners' association dues, if any, are S NIA per NIA /i Page G of 8 Z' STANDARD FORM 580-T Buyer Initials U Seller Initials_ Itevised 1/2011 ® 7l2012 This form pro", F OrltlulatOr 0 eoo-4994012 (1)) Complimice: To Seller's actual knowledge, (i) Sc11er has complied with all applicable laws, ordinances, regulations, statutes, 1•111CS and restrictions pertainiltg to or affecting the Property; (ii) performance of the Agreement will not result in the breach of, constitute any deFwlt udder or result it, the imposition orally licit or encumbrance upon the Property undo• ally agreement of other instrument to which Seller is a party or by which Seller or the Property is bound; and (iii) 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 faetS which might result in any Sidi action, writ or ather proceeding. Section 16. Survival of Representations mud Warraitties: All representations, warranties, covenants and agreements made by the parties hereto shall survive the Closing and delivery of the deed. Seller shall, at or within six (6) months after the Closing, and without further consideration, execute, acknowledge and deliver to Buyer such other documents and instruments, and take such other action as Buyer may reasonably request or as may be necessary to iitore effectively transfer to i3uyer the Property described herein it) accordance with this Agreement, Seclioitl7. Applienble Lim: This Agreement shall be construed wider the laws of tine state in which the Property is located. This form has only been approved for use in North Carolina. Seddon 18. Assignment: This Agreement is freely assignable unless other►vise expressly provided on Exhibit B. Section 19. Tax-Uefcrred Exchange: In the event Buyer or Seller desires to effect a tax -deferred exchange in connection With tilt conveyaircc of the Property, Buyer and Seller agree to cooperate ill effecting such exchange; provided, however, that the exchatging party shall be responsible for all additional costs associated with such exchange, and provided further, that a non -exchanging party Shall not assume any additional liability with respect to such tux -deferred exchange. Seller and Buyer shall execute such additional documents, at no cost to the nors-exchanging party, as shall be required to give effect to this provision. Section 20, Memorandum of Contract: Upon request by either party, the parties hereto shall execute a memorandum of contract in recordable form setting forth such provisions hereof (other than the Purchase Price and other sunhs clue) as either party may wish to incorporate. Such memorandum of contract shall contain a statement [lint it automatically terminates and the Property is released front any effect thereby as of a specific date to be stated in the memormidum (which specific date shall be no later than the date oFClosing). The cost of recording such memorandum of contract shall be borne by the party requesting execution of same. Section 21. Authority: Each signatory to this Agreement represents and warrants that he or she has Full authority to sign this Agreement and such instruments as may be necessary to effectuate any transaction contemplated by this Agreement on behalf of the petty For whom lie or she signs and that his or ]lei- signature binds such party. Section 22. Brokers: Except as expressly provided heroin, Btlyer and Seller agree to indemnify and hold each otlher harmless fi•om any and all claims of brokers, consultants or real estate agents by, through o• itndCr the indemnifying party For Fees or comrnissimis arising out of the sale of tine Property to Buyer. Buyer and Seller represent and warrant to each other that: (i) except as to the Brokers designated under Section 1(0 of this Agreement, they have not employed nor engaged nny brokers, consultants or real estate agents to be involved in this transaction and (ii) dint [tic compensation of the Brokers is established by and shall be governed by separate agreements entered into as amongst the Brokers, the Buyer an(lor the Seller. D Ell<SiSYNTI- ETIC STUCCO: It' the adjacent box is checked, Seller discloses that the Property has peen cind previously (either in whole or in part) with an "exterior insulating and finishing system" commonly known as "FIFS" or "synthetic stucco". Seller makes no representations or warranties regarding such system and Buyer is advised to stake its own indepewlem determinations with respect to conditions related to or occasioned by the existence ofsoclh materials at the Property, THE NORTH CAROLINA ASSOCIATION OF REALTORSO, INC. AND THE NORTH CAROLINA BAR ASSOCIATION MAKE NO REPRESENTATiON AS TO '11I1i LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORM IN ANY SPIiCIF1C TRANSACTION. IF YOU i)O NOT UNDERSTAND THIS FORM OR FEEL THAI' IT DOES NOT PROVIDE. FOR YOUR LEGAL NEEDS, YOU SHOULD CONSUI.T A NORTH CAROLINA REAL. CSTXFE A'i"I'ORNEY BEFORE YOU SIGN IT. Buyer Initials ! r f INS fain prod by. Formulator 0 Page 7 of 8 Seller Initials.., NO-499-9612 STANDARD FORM 580-T Revised 1/2011 cD 7/2012 BUYI;11; IndivIdual Date: bate: flusiness Emlity Glandon Forest Ectuity LI_C (Nall pf'1:uti y By: 1 r Nwne:(—/ George C. Venters, Jr. "ritie: / Manacier Date: SELLER: Indivi[lual ILL-, � ir'L/ Car line A. Hinshaw Date: Z N 1.3 Date, flushness I,allty (Name of E}tity) BY: >\aine: Titic: Date: The undersigned hereby acknowledges receipt of the Earnest Money set forth herein and agrees to hold said Earnest Money in accordance with tire terrns hereof. Date Weatherspoon & Voltz LLP Trust Account — (Name of Firm) fly: Page 8 of 8 STANDARD I ORIV1 580-T Th[s tam poduood by: Sormufatpr 0 800-499-9612 Revised 112011 Q 712012 EXHIBIT 13 ADDITIONAL TERMS The terms of this Agreement shall include the following checked items, each of which shall be a condition precedent to Closing! ❑x 1. Restrictive Covenant. Seller agrees to execute and Buyer shall record a Restrictive Covenant, in substantially the form attached hereto as Exhibit 13-1, at Closing. M 2. Subdivision/Recombination. Buyer and Seller acknowledge that the Property is current), not a legal subdivided/recombined parcel, Seiler agrees to cooperate with Buyer in obtaining the necessary governmental approval to SUbdivlde/recombine the property and in the preparation and recording of any required subclivision/recombination plat in the county registry. The cost of such subciivisioti/reconibination shall be the sole responsibility of* the Buyer. The legal description of the Property used in the Deed delivered at closing will be based on the recorded subdivision/recoml)iiiatiotI plat. fd 3. Closing Contingent on Purchase of Additional Property. Buyer's purchase of the Property under the Agreement is contingent upon Buyer purchasing the following described properly oli or before Closing: l it. Site Plan Approval aild Receipt of Necessary Permits. Boyer shall have receive([ all necessary site plan approvals, other required governmental/rezoning approvals and permits necessary for tie Buyer to develop the Property for Buyer's intended use. 0 5. Tenant Approval of Site/Lease Execution. Buyer's proposed tenant shall have issued final site approval for fire Property and entered into a written lease for the Property with [lie Buyer. U G. Removal_ of Existing Structures. Seller shall demolish atul remove all existing structures on the Property, at Seller's sole cost and expense. 7. Access to Water, Sewer and Utilities. Seller is responsible for ensuring that tine Properly is served by water, sewer and necessary utilities, at Seller's sole cost and expense, at levels adequate to support Buyer's development of the Property for Buyer's intended use. 11 8. 'Titie to Property. Buyer an([ Seiler acknowledge that as of the (late of this Agreement Seller does not hold fee simple title to the Property. Seller is a contact purchaser under a valid and enforceable Purchase and Sale Agreement elated with the Current fee simple owner of the Property. In the evert that Seller fails to close on the Property pursuant to the aforeinetltioned Purchase and Sale Agreement and (toes not acquire fee simple title to the Property on or befo t) Closing, the Buyer and Seller shrill each be relieved of their obligations under this Agreement 1c�,�� Bayer shall be entitled to a full refund of the Earnest Money Deposit. Buyer Initials U�ff Seller Initials f/ ❑x I. 13LIyel''s Pei'illits. Seller acknowledges that Seller may be required, as file current owner of the I'rol)erty, to execute certain doelnIICIItS that are necessary to faeilita(e Buyer's municipal approvals. Such documents may include, but are not limited to, documents for zoning approvals, driveway permits, land disturbance apl)l]C1t►ollsll)el'lllits, storlinvaler appllcatlons/pennits and building permits. Seller agrees, when ►•equested by Buyer, to promptly execute such documents so as not to delay Buyer's Illlinicipat permitting process. I 10. Other. Each of the foregoing is a Condition precedent to Closing. III the event that ally of the aforementioned conditions precedcnt are not satisfied on or before Closing, Buyer shall have the option of extending Closing for up to thirty (30) days to satisfy any of the outstanding conditions precedent. If such outstanding conditions precedent are not satisfied within the aforementioned thirty (30) clay period, or if Buyer [toes ilot elect to extend Closing to satisfy the outstanding conditions precedent, then Buyer shall be entitled to terminate the Agreement by written notice to the Seller, after which the Buyer will receive a refund of the E.,arnest Money Deposit and neither party shall have any further obligations under this Agreement. BUYER: Glandon Forest Equity, LLC, a North Carob 4 lin it liability company By: �horge '. Vet tern, Jr" Manager Date:. SEL1,FR: B(�V&- Name: Caroline A. Hinshaw Date: � 11,4 113