SW4131203_Purchase Agreement_20140321

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Comm®rcialA/!!ante AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
RERE®® North Carolina Association
ofREALTORS®
THIS AGREEMENT, including any and all addenda attached hereto ("Agreement"), is by and between
a(n), North Carolina limited liability, company _(•`Buyer"), and
(individual or State of formation and type of entity)
Floyd C. Smith and wife Elsie P. Smith
a(n) individual ("Seller" ).
(individual or State of formation and type of entity)
FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THF- PARTIES
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
tent.
(a) "Procertv+'- (Address) Approximately 2 +/-acres being portion of Parcel ID 120081 and Parcel ID 120134, located in
Alamance County, NC see exhibit
Plat Reference: Lot(s) N/A Block or Section N/A , as shown on Plat Book or Slide
N/A at Page(s) N/A N/A County, consisting of N/A acres.
® If this box is checked, "Property" shall mean that property described on Exhibit A attached hereto and incorporated
herewith by reference,
(For information purposes: (i) the tax parcel number of the Property is: N/A and,
(ii) some or all of the Property, consisting of approximately N/A acres, is described in Deed Book _ N/A
Page No. N/A N/A County.)
together with all buildings and improvements dicreou and all fixtures and appurtenances thereto and all personal property, if any,
itemized on Exhibit A,
$ 125,000.00 (b) "Purchase Price" shall mean the sum of one hundred twen five thousand
Il. 11—
payable on tbefollowing terns:
$ 1.000.00 (i) "Ear est Mone " shall mean one thousand Dollars
or terms as follows: -
Upon this Agreement becoming a contract in accordance with Section 14, the Earnest Money shall be
promptly deposited in escrow with Weatherspoon 8r Voltz LLP Trust Account
(name of 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 under the provisions of Section 10 herein.
Page 1 of 8
North Caroli#L0#7"gdp7
of REALTORS®, Ina
nratrorr Buyer initials Seller Initials
Thb Mm bf• r * 9oo-0"17
STANDARD FORM 580-T
Revised 7/2013
* 712013

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® ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE
PLACED IN AN INTEREST BEARING TRUST ACCOUNT, AND: (check only ONE box)
® ANY INTEREST EARNED THEREON SHALL BE APPLIED AS PART PAYMENT OF THE
PURCHASE PRICE OP TIIE PROPERTY AT CLOSING, OR DISBURSED AS AGREED CAPON
UNDER THE PROVISIONS OF SECTION 10 HEREIN. (Buyer's Taxpayer Identification Number
is: 20-5088497 j
E) ANY INTEREST EARNED THEREON SHALL BELONG TO THE ACCOUNT HOLDER IN
CONSIDERATION OF THE EXPENSES INCURRED BY MAINTAINING SUCH ACCOUNT
AND RECORDS ASSOCIATED THEREWITH.
(ii) Proceeds of a new loan in the amount of
Dollars for a term of
years, with an amortization period not to exceed years, at an interest rate not to exceed
% per annum with mortgage loan discount points not to exceed % of the loan
amount, or such other terms as may be set forth on Exhibit B. Buyer shall pay all costs associated with any
such loan.
(iii) Delivery of a promissory note secured by a deed of trust, said promissory note in the amount of
Dollars
being payable over a term of years, with an amortization period of years, payable in
monthly installments of principal, together with accrued interest on the outstanding principal balance at the
rate of percent ( %) per annum in the amount
of $ wit the first principal payment beginning on the first day of the month
next succeeding the date of Closing, or such other terms as may be set forth on Exhibit B. At any rime, the
promissory note may be prepaid in whole or in part without penalty and without further interest on the
amounts prepaid from the date of such prepayment. (NOTE.In the event of Buyer's subsequent default
upon a promissory note and deed of trust given hereunder, Seller's remedies may be limited to
foreclosure of the Property. If the deed of trust given hereunder Is subordinated to senior financing,
the material terms of such financing must be set forth on Exhibit B. If such senior financing is
subsequently foreclosed, the Seller may have no remedy to recover under the note.)
$ NIA (iv) Assumption of that unpaid obligation of Seller secured by a deed of trust an the Property, such
obligation having an outstanding principal balance of $
and evidenced by a note bearing interest at the rate of percent { %)
per anuutn, and a current payment amount of $ . The obligations of Buyer
under this Agreement are conditioned upon Buyer being able to assume the existing loan described above.
If such assumption rtquucs the louder's approval, Buyer agrees to use its best efforts to secure such
approval and to advise Seller immediately upon receipt of the lende?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 be able to assume the loan described above by delivering to Seller written
notice of termination by the above date, rime being of fire essence. If Buyer delivers such notice, this
Agreement shall be null and void and Earnest Money shall be refunded to Buyer. If Buyer fails to deliver
such notice, then Buyer wili be deemed to have waived the loan condition. Unless provided otherwise in
Section 3 hereof, Buyer shall pay all fees and costs associated with any such assumption, including any
assmoption fee charged by the lender. At or before Closing, Seller shall assign to Buyer all interest of Seller
in any current reserves or escrows held by the lender, any property management company and/or Seller,
including but not limited to any tenent impmvcnnent reserves, leasing commission reserves, security deposits
and operating or capital reserves for which Seller shall be credited said amounts at Closing.
$ 124,000.00 (v) Cas balance of Purchase Price, at Closing in the amount of one hundred twenty four thousand
Dollars.
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i STANDARD FORM 580-T
Buyer Initials V Seller b3atiala _ �'" Revised 712013
712013
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(c) "CLoFjP " $ball mean the date and time of recording of the deed. Closing shall occur on or before
or 30 days following end of Examination Period
(d) "Contract Date' means the date this Agreement has been fully executed by both Buyer and Seller.
(e) "Examination Period" shall mean the period beginning on the first day after the Contract Date and extending
through 11:59pm (based upon time at the locale of the Property) on
180 daVs foltowtnq Contract Date
TIME IS OF THE ESSENCE AS TV THE EMMINATIONPEIUOA.
(i) "Brokers " shall mean:
Realty World Ttiad ("Listing Agency'%
Bill Wilson ("Listing Agent"- License #
Acting as: ® Seller's Agent, ❑ Dual Agent
and Vanguard Property Group LLC ("Selling Agency"),
Geom T Barnes Jr ("Selling Agent"- License # )
Acting as: Buyer's Agent; ❑ Seller's (Sub) Agent; Dual Agent
(g) "Seller's Notice Address" shall be as follows:
2124 Garner Holt Road
Burlington.NC 27215
except as same may be changed pursuant to Section 12.
(h) "Buyer's Notice Address" shall be as follows:
3900 Merton Drive, Suite 210
Raleigh NC 27609
except as same may be changed pursuant to Section 12.
ycx (i) If this block is marked, additional terms of this Agreement are set forth on Exbibit B attached hereto and
incorporated herein by reference.(Note: Under North Carolina low, real estate agents are not permitted to draft
conditions or contingencies to this Agreement.)
Section 2. Sale of Property and Payment of Purchase Price: Seller agrees to sell and Buyer agrees to buy the Property for the
Purchase Price.
Section 3. Proration of Expenses and Payment of Costs: Seller and Buyer agree that all property taxes (on a calendar year basis),
leases, 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
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:
Real Estate Commissions
4FbIn�rud~
Buyer Initials
n9e term �� a0
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Seller Initials
40
eoD a4 s06 z
STANDARD FORM 580-T
Revised 7/2013
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Buyer shall pay recording casts, costs of any title search, title insurance, survey, the cost of any inspections or investigations
undertaken by Buyer under this Agreement and the following:
Each party shall pay its own attorney's fees.
Section 4. Deliveries: Seller agrees to use best efforts to deliver to Buyer as soon as reasonably possible after the Contract Date
copies of all information relating to the Property in possession of or available to Seller, including but not limited to: title insurance
policies (and copies of any documents referenced therein), surveys, soil test reports, environmental surveys or reports, site plans, civil
drawings, building plans, maintenance records 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 file to Buyer and both Buyer's and Setter's agents and attorneys; and (2) the Property's title insurer or its agent
to release and disclose all materials in the Property's title insurer's (or title insurer's agent's) file to Buyer and both Buyer's and Sellers
agents and attorneys. If Buyer does not consummate the Closing for any reason other than Seller default, then Buyer shall return to
Seller all materials delivered by Seller to Buyer pursuant to this Section 4 (or Section 7, if applicable), if any, and shall, upon Seller's
request, provide to Seller copies of (subject to the ownership and copyright interests of the prcparcr thereof) any and all studies, 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 Seller, upon the release of the Earnest 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 marketable and insurable title to the Property without exception for
mechanics' liens, free and clear of all liens, encumbrances and defects of title other than: (a) zoning ordinances affecting the Property,
(b) Leases (if applicable) and (e) matters 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, at or prior to Closing, any
encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens.
Seller shall not 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.
Section 6. Conditions: This Agreement and the rights and obligations of the parties under this Agreement are hereby made expressly
conditioned upon fulfillment (or waiver by Buyer, whether explicit or implied) of the following conditions:
(a) New Loan: The Buyer must be able to obtain the loan, if any, referenced in Section 1(b)(ii). Buyer must be able to, obtain a
firm commitment for this loan on or before NIA i
effective through the date of Closing.
Buyer agrees to use its best efforts to secure such commitment and to advise Seller immediately upon receipt of lenders 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 termination by the above date, time being of tare vsenee. If Buyer delivers such notice, this
Agreement shall be null and void and Earnest Money shall be refunded to Buyer. If Buyer fails to deliver such notice, then Buyer will
be deemed to have waived the loan condition. Notwithstanding the foregoing, after the above date, Seller may request in writing from
Buyer a copy of the commitment letter. If Buyer fails to provide Seller a copy of the commitment letter within five (5) days of receipt
of Seller's request, then Setter may terminate this Agreement by written notice to Buyer at any time 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 Financing: if Buyer is to assume any indebtedness in connection with payment of the Purchase Price,
Buyer agrees to use its best efforts to qualify for the 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 Fxamination: After 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 Seller's title is not fee
simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall promptly notify Seller in writing of all such
title defects and exceptions, in no case later than the and of the Examination Period, and Seller shall have thirty (30) days to cure said
noticed defects. If Seller does not cure the defects or objections within thirty (30) days of notice thereof, then Buyer may terminate
this Agreement and receive a return of Earnest Money (notwithstanding that the Examination Period may have expired). If Buyer 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 insurable at regular rates, subject only to standard exceptions and Permitted Exceptions.
(d) Same Condition: If the Property is not in 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 addition to the Property, any of the Seller's insurance proceeds
payable on account of the damage or destruction applicable to the Property.
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gFai�nnd&W
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Buyer Initials Seller Initials S'e'J ✓' Revised 712013
n;m r po&md b o iiiiae+x ® 7/2013

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(a) Inspections: Buyer, its agents or representatives, at Buyer's expense and at reasonable tines during normal business hours,
shall have the right to enter upon the Property for the purpose of inspecting, examining, performing soil boring and other testing,
conducting timber cruises, and smvcying the Property. Buyer shall conduct all such on -site inspections, examinations, soil bolting and
other testing, timber cruises and surveying of the Property in a good and workmanlike manner, shall repair any damage to the Property
caused by Buyer'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 the Property, In that respect, Buyer shall make reasonable efforts to undertake on -site
inspections outside of the hours any tenants 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 Seller's 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 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 maintenance of the Property, provided, however, that Buyer shall 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 other professional advisors, in which case Buyer shall obtain their agreement to maintain such
confidentiality. Buyer assumes all responsibility for the acts of itself, its agents or representatives in exercising its rights under this
Section 6(e) and agrees to indemnify and bold Seller harmless from any damages resulting therefrom. This indemnification obligation
of Buyer shall survive the Closing or earlier termination of this Agreement. Buyer shall, at Buyer's expense, promptly tepaix any
damage to the Property caused by Buyer's entry and on -site inspections. Except as provided in Section 6(c) above, Buyer shall have
from the Contract Date through the end of the Examination 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 THEREOF PRIOR TO THE EXPIRATION Of THE EXAMINATION PERIOD, THEN
THIS AGREEMENT SHALL TERMINATE, AND BUYER SHALL RECEIVE A RETURN OF THE EARNEST MONEY .
Section 7. Leases (Check one of the following, as applicable):
X If this box is checked, Seller affirmatively represents and warranty that there are no Leases (as hereinafter defined) affecting
the Property.
❑ If this box is checked, 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) A list of all Leases shall be set forth on Exhibit Bi
(b) Seller shall deliver copies of any Leases to Buyer pursuant 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 defaults (or any existing situation which,
with the passage of time, or the giving of notice, or both, or at the election of either landlord or tenant could constitute a default) either
by Seller, as landlord, or by any tenant under any Lease ("Lease Default"). In the event there is any Lease Default as of the Contract
Date, Seller agrees to provide Buyer with a detailed description of the situation in accordance with Section 4. Seller agrees not to
commit a Lease Default as Landlord after the Contract Date, and agrees further to notify Buyer immediately in the event a Lease
Default arises or is claimed, asserted or threatened to be asserted by either Seller or a tenant under the Lcase.
(d) In addition to the conditions provided in Section 6 of this Agreement, this Agreement and the rights and obligations of the
parties under this Agreement are hereby made expressly conditioned upon the assignment of Seller's interest in any Lease to Buyer in
form and content acceptable to Buyer (with tenant's written consent and acknowledgement, if required under the Lease), and Seller
agrees to use its best efforts 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 under Section 11 of this Agreement.
(e) 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 transferred or credited to Buyer at or before Closing. Seller also agmes to execute and deliver (and work diligently
to obtain any tenant sigpatures necessary for same) any estoppel certificates and subordination, nondisturbanee and attornment
agreements in such form as Buyer may reasonably request.
Section S. Environmental: Seller represents and warrants that it has no actual knowledge of the presence or disposal, except as in
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, including, but not limited to, those substances, materials and wastes lasted in the United
States Department of Transportation Hazardous Materials Table (49 CFR Part 172,101) or by the Environmental Protection Agency as
hazardous substances (40 CPR Part 302.4) and amendments tbereto, or such substances, materials and wastes, which are or become
regulated under any applicable local, state or federal law, including, without limitation, any material, waste or substance which is
(i) petroleum, (ii) asbestos, (M) polychlorinated biphenyls, (iv) designated as a Hazardous Substance pursuant to Section 311 of the
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QI A e Q STANDARD FORM 580-T
Buyer Initials L r Sella Initials �P� `-� iCl Revised 712013
® 7/2013
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Clean Water Act of 1977 (33 U.S.C. § 1321) or listed pursuant to Section 307 of the Clean Water Act of 1977 (33 U.S.C. §1317), (v)
defined as a hazardous waste pursuant to Section 1004 of the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6903) or
(vi) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (42 U.S.C. §9601). Seller has no actual knowledge of any contamination of the Property 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 loss or damage to the Property, except as otherwise provided
herein, shall be bome 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, unless the parties hereto agree in writing.
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, but such return shall not affect any other remedies
available to Buyer for such breach. In the event this offer is accepted and Buyer breaches this Agreement, then the 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 remm 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 until it has obtained a written release from
the parties consenting to its disposition or until disbursement is ordered by a court of competent jurisdiction, or alternatively, the party
holding the Earnest Money may deposit the disputed monies with the appropriate clerk of court in accordance with the provisions of
N.C.G.S.§93A-12.
Sectionll. Closing: At or before Closing, Seller shall deliver to Buyer a general warranty deed unless otherwise specified on Exhibit
B and other documents customarily executed or delivered by a seller in simular transactions, including without limitation, a bill of sale
for any personalty listed on Exhibit A, an owner's affidavit, lien waiver forms (and such other lien related documentation as shall
permit the Property to be conveyed free and clear of any claim for mechanics' liens) and a non -foreign status affidavit (pursuant to the
Foreign Investment in Real Property Tax Act), and 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 manner as the
parties hereto may mutually agree in writing. Possession shall be delivered at Closing, unless otherwise agreed herein. The Purchase
Price and other funds to be disbursed pursuant to this Agreement shall not be disbursed until Closing has taken place.
Sectionll. Notices: Unless otherwise provided herein, all notices and other communications which may be or me 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 the United States mail, registered or certified, return receipt requested, to
the addresses set out in Section l(g) as to Seller and in Section 1(h) as to Buyer, or at such other addresses as specified by written
notice delivered in accordance herewith.
Section 13. 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. The invalidity of one or more
provisions of this Agreement shall not affect the validity of any other provisions bereof and this Agreement shall be construed and
enforced as if.such invalid provisions were riot included.
Seetionl4. Enforceability: This Agreement shall become a contract when signed by both Buyer and Seller and such signing is
communicated to both parties; it being expressly agreed that the notice described in Section 12 is not required for effective
communication for the purposes of this Section 14. The parties acknowledge and agree that: (I) the initials lines at the bottom of each
page of this Agreement we merely evidence of their having reviewed the terms of each page, and (ii) the complete execution of such
initials lines shall not be a condition of the effectiveness of this Agreement. This Agreement shall be binding upon and inure to the
benefit of the parties, their hews, successors and assigns and their personal representatives.
Section 15. Adverse Information and Compliance with Laws:
(a )Seller Knowlede:e: Seller has no actual knowledge of (i) condemnation(s) affecting or contemplated with respect to the
Property; (ii) actions, suits or proceedings pending or threatened against the Property; (iii) changes contemplated in any applicable
laws, ordinances or restrictions affecting the Property; or (iv) governmental special assessments, either pending or confirmed, for
sidewalk, paving, water, sewer, or other improvements 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, if any):
None
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Buyer Initials L� Seller Initials G �� ^SY Revised 71201313
® 7/2013
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Note:For purposes of this Agreement, a "confirmed" 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 under formal consideration by a governing body. Seller shall pay all
owners' association assessments and ail governmental assessments confirmed as of the date of Closing, if any, and Buyer shall take
title subject to all pending assessments disclosed by Seiler herein, if any.
Seller represents that the regular owners' association dues, if any, are $ WA per N/A
(b) Compliance: To Sellet's actual knowledge, (i) Seller has complied with all applicable laws, ordinances, regulations,
statutes, rules and restrictions pertaining to or affecting the Property; (ii) performance of the Agreement will not result in the breach
of, constitute any default under orresuh in the imposition of any Jim 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 (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 facts which might result
in any such action, suit or other proceeding.
Section 16. Survival of Representations and Warranties: 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 more effectively transfer to Buyer the Property described herein in
accordance with this Agreement.
Sectionl7. 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 18. Assignment: This Agreement is freely assignable unless otherwise expressly provided on Exhibit B.
Section 19. 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 exchanging
party shall be responsible for all additional costs associated with such exchange, and provided further, that a non -exchanging party
shall not assume any additional 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 effeat 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 sums due) as either party may wish to
incorporate. Such memorandum of contract shall contain a statement that it automatically terminates and the Property is released from
any effect thereby as of a specific date to be stated in the memorandum (which specific date shall be no later than the date of Closing).
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
party for whom he or she signs and that his or her signature binds such party.
Section 22. Brokers: Except as expressly provided herein, Buyer and Seller agree to indemnify and hold each other harmless from
any and all claims of brokers, consultants or real estate agents by, through or under the indemnifying patty for fees or commissions
arising out of the sale of the Property to Buyer. Buyer and Seller rcprescnt and warrant to each other that: (i) except as to the Brokers
designated under Section l(f) of this Agreement, they have not employed nor engaged any brokers, consultants or real estate agents to
be involved in this transaction and (ii) that the compensation of the Brokers is established by and shall be governed by separate
agreements entered into as amongst the Brokers, the Buyer and/or the Seiler.
Section 23. Attorneys Fee: If legal proceedings are instituted to enforce any provision of this Agreement, the prevailing party in the
proceeding shall be entitled to recover from the non -prevailing party reasonable attorneys fees and court costs incurred in connection
with the proceeding.
❑ LIPS/SYNTHETIC STUCCO: If the adjacent box is checked, Seller discloses that the Property has been clad previously
(either in whole or in part) with an "exterior insulating and finishing system" commonly known as "EIFS" or "synthetic stucco".
Seller makes no representations or warranties regarding such system and Buyer is advised to make its own independent determinations
with respect to conditions related to or occasioned by the existence of such materials at the Property.
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C�j y Q STANDARD FORM 580-T
Buyer Initials L Seller Initials G �J �J Revised 7/2013
® 7/2013
Ma fma irdaaid by. 0004WW12

07/15/2013 10:48AM 3362706965 REALTY WORLD TRIAD PAGE 09/12
THE NORTH CAROLINA ASSOCIATION OF REAUFORS®, INC. AND THE NORTH CAROLINA BAR ASSOCIATION
MAKE NO REPRESENTATION AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORM IN
ANY SPECIFIC TRANSACTION, IF YOU DO NOT UNDERSTAND THIS FORM OR FEEL THAT IT DOES NOT PROVIDE
FOR YOUR LEGAL NEEDS, YOU SHOULD CONSULT A NORTH CAROLINA REAL, ESTATE ATTORNEY BEFORE YOU
SIGN IT.
BUYER:
SELLER;
Individual
Individual
r
Floyd C. Smith
Date:
Date:
�9
Elsie P. Smith
Date:
Date:
Business $ntity
Business Entity
(Name of Entity)
By:
Name:
Title: Manacier Title:
Date: 9//,3 Date:
The undersigned hereby acknowledges receipt of the Earnest Money set forth herein and agrees to hold said Earnest Money in
accordance with the terms hereof.
_ Weathers�on & Voltz LLP Trust Account
(Name of Firm)
Date:
me tnm pWumd ty: ,Fbrnndgftr * swaee U
L0
Page 9 of 8
STANDARD FORM 590-T
Revised 7l2013
0 7/2013

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EXHIBIT A

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EXHIBIT B
ADDITIONAL TERMS
The terms of this Agreement shall include the following checked items, each of which shall be a
condition precedent to Closing:
❑ 1. Reciprocal Easement Agreement with Covenants and Restrictions. Buyer and Seller agree
to execute and record a Reciprocal Easement with Covenants and Restrictions, in substantially the forth
attached hereto as Exhibit B-1, at Closing.
Q 2, Subdivision/Recombinatiorl. Buyer and Seller acknowledge that the Property is currently
not a legal subdivided/recombined parcel. Seller agrees to cooperate with Buyer in obtaining the
necessary governmental approval to subdivide/recombine the property and in the preparation and
recording of any required subdivision/recombination plat in the county registry. The cost of such
subdivision/recombination 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 subdivisiontrecombination
plat.
❑ 3. Closing Contingent on Purchase of Additional Proportv. Buyer's purchase of the Property
under the Agreement is contingent upon Buyer purchasing the following described property on or before
Closing:
® 4. Site Plan Approval and Receipt of Necessary Permits. Buyer shall have received all
necessary site plan approvals, other required govemmeatal/rezoniag approvals and permits necessary for
the Buyer to develop the Property for Buyer's intended use.
© 5. Tenant Approval of Site/Lease Execution. Buyer's proposed tenant shall have issued final
site approval for the Property and entered into a written lease for the Property with the Buyer.
❑ 6. Removal of Existing Structures. Seller shall demolish and remove all existing structures
on the Property, at Seller's sole cost and expense.
Q 7. Access to Water. Sewer and Utilities. Seller is responsible for ensuring that the Property 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.
❑ 8. Title to Pmperty. Buyer and Seller acknowledge that as of the date 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 dated with the current fee simple owner
of the Property. In the event that Seller fails to close on the Property pursuant to the aforementioned
Purchase and Sale Agreement and does not acquire fee simple title to the Property; or bef re the
Closing, the Buyer and Seller shall each be relieved of their obligations under this ,Agreement the
Buyer shall be entitled to a full refund of the Earnest Money Deposit. Buyer Initials
Seller Initials
;, A3 _3f

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O 9. Buyer's Permits. Seller acknowledges that Seller may be required, as the current owner of
the Property, to execute certain documents that are necessary to facilitate Buyer's municipal approvals.
Such documents may include, but are not limited to, documents for zoning approvals, driveway permits,
land disturbance applications/permits, stormwater applications/permits and building permits. Seller
agrees, when requested by Buyer, to promptly execute such documents so as not to delay Buyer's
municipal permitting process.
❑ 10. Other.
Each of the foregoing is a condition precedent to Closing. In the event that any of the
aforementioned conditions precedent 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) day period, or if
Buyer does not 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 Earnest Money Deposit and neither parry shall have any further obligations under this
Agreement.
BUYER:
Glandon Forest Equity, LLC,
a Nord
0
Date:
SELLER: �JJ
By:�%�
Name: Floyd C. Smith
By:,
Name: Elsie P. Smith
Date;