NC0028223_owner name change_20200207

DocuSign Envelope ID: 42FED373-F5CA4BAF-B56F-39CFBA2DC655
ROY COOPER
MICHAEL S. REGAN
S¢CwaO .
S. DANIEL SMITH
Dwrmr
NORTH CAROLINA
Environmental Quality
2/7/2020
Mr. Matt Miller
Mr. Caleb Schroeder
Osprey Cove South, LLC
990 Highland Drive, Suite 303
Solana Beach, CA 92075
Subject: Modification to NPDES Permit NCO028223
Osprey Cove South WWTP
Grade II Biological WPCS
Onslow County
Dear Permittees:
The Division has received and approved your request to transfer ownership of the subject permit. This
permit modification is issued pursuant to the requirements of North Carolina General Statute 143-215.1 and the
Memorandum of Agreement between North Carolina and the U.S. Environmental Protection Agency dated
October 15, 2007 (or as subsequently amended).
If any parts, measurement frequencies or sampling requirements contained in this modification are
unacceptable to you, you have the right to an adjudicatory hearing upon written request within thirty (30) days
following receipt of this letter. This request must be in the form of a written petition, conforming to Chapter
150B of the North Carolina General Statutes, and filed with the Office of Administrative Hearings (6714 Mail
Service Center, Raleigh, North Carolina 27699-6714). Unless such demand is made, this decision shall be final
and binding.
This permit is not transferable except after notice to the Division. The Division may require modification
or revocation and reissuance of the permit. This permit does not affect the legal requirements to obtain other
permits which may be required by any other Federal, State, or Local governmental regulation. If you have any
questions concerning these changes, please contact Emily Phillips at [phone] or via e-mail
[[e-mail]].
cc: NPDES Unit
Sincerely,
oxaegnW tm•
o—
aazae1 Egan,-..
S. Darnel S�mtth, Duector
Division of Water Resources
i
North Carolina Department of Environmental Quality I Division of Water Resources
1617 Mail service Center I Raleigh, North Carolina 27699-1617
919-707-3600

DocuSign Envelope ID: 42FED373-F5CA4BAF-B56F-39CFBA2DC655
Permit NCO028223
Grade II Biological Water Pollution Control System [15A NCAC 08G .03021
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF WATER RESOURCES
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provisions of North Carolina General Statute 143-215.1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the
Federal Water Pollution Control Act, as amended,
Osprey Cove South, LLC
is hereby authorized to discharge wastewater from a facility located at the
Osprey Cove South WWTP
1840 Wilmington Highway
Jacksonville
Onslow County
to receiving waters designated as an unnamed tributary (UT) to Brinson Creek in the White Oak River Basin in
accordance with effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III and
IV hereof.
This permit shall become effective February 1, 2020.
This permit and authorization to discharge shall expire at midnight on June 30, 2022.
Signed this day 2/7/2020 DocuSigned by:
rr
E-�-,8328B44MEWII...
S. Daniel Smith, Director
Division of Water Resources
By Authority of the Environmental Management Commission
Page 1 of 7

DocuSign Envelope ID: 42FED373-F5CA4BAF-B56F-39CFBA2DC655
Permit NCO028223
Grade I1 Biological Water Pollution Control System [15A NCAC 08G .0302]
SUPPLEMENT TO PERMIT COVER SHEET
A1lprevious NPDESpermits issued to this facility, whetherfor operation or discharge are hereby revoked. As
of this permit issuance, any previously issued permit bearing this number is no longer effective. Therefore, the
exclusive authority to operate and discharge from this facility arises under the permit conditions, requirements,
terms, and provisions included herein.
Osprey Cove South, LLC is hereby authorized to:
1. Continue to operate an existing 0.040 MGD wastewater treatment system that includes the following
components:
♦ Aeration basin
♦ Clarifier with separate sludge return
♦ Sludge holding tank
♦ Secondary aeration basin
♦ Secondary clarifiers
♦ Settling pond
♦ Liquid chlorination
♦ Liquid de -chlorination
♦ Ferrous sulfate addition
♦ Post aeration
The facility is located in Jacksonville at the Osprey Cove South WWTP (1840 Wilmington Hwy.) in Onslow
County.
2. Discharge from said treatment works at the location specified on the attached map into Brinson Creek (Stream
Index 19-12), currently classified SC; NSW waters in sub -basin 03-05-02 of the White Oak River Basin.
Page 2 of 7

Docuftn Envelope ID: 42FED373-F5CA-4BAF-B56F-38CFBA2DC655
Permit Nt0028223
Grade II Biological Water Pollution Control System [15A NCAC 08G .0302]
Part I.
A. (1.) EFFLUENT LINIITATIONS AND MONITORING REQUIREMENTS
[ 15 NCAC 02B .0400 et seq., 02B .0500 et seq.]
Beginning on the effective date of this permit and lasting until permit expiration, the Permittee is authorized to
discharge from outfall 001. Such discharges shall be limited and monitored' by the Permittee as specified below:
EFFLUENT CHARACTERISTICS
LIMITS
MONITORING REQUIREMENTS
Monthly ::
Daily .
Measurement:.
Sample
-Sample,
Parameter_ Codes
: Averad a
.Aft forum
:-.Fie ruenc
Type,
Locadon2
Flow
50050
0.040 MGD
Continuous
Recording
Influent or Effluent
BOD, 5-day (20°C)
5.0 mg/L
7.5 mg/L
Weekly
Composite
Effluent
C0310
Total Suspended Solids
30.0 mg/L
45.0 mg/L
Weekly
Composite
Effluent
C0530
NH3 as N
2.0 mg/L
10.0 mg/L
Weekly
Composite
Effluent
C0610
Enterococci (geometric mean)
35 / 100 mL
276/100 mL
Weekly
Grab
Effluent
61211
Total Residual Chlorine3
13 µg/L
2/Week
Grab
Effluent
50060
Temperature (°C)
Daily
Grab
Effluent
00010
Total Nitrogen (NO2+NO3+TKN)
Quarterly
Composite
Effluent
C0600
Total Phosphorus
Quarterly
Composite
Effluent
C0665
Dissolved Oxygen
Daily average > 6.0 mg/L
Weekly
Grab
Effluent
00300
pH
Not < 6.8 nor > 8.5
Weekly
Grab
Effluent
00400
Standard Units
Dissolved Oxygen
Variable2
Grab
Upstream &
00300
Downstream
Temperature (°C)
Variable2
Grab
Upstream &
00010
Downstream
Page 3 of 7

DocuSign Envelope ID: 42FED373-F5CA-4BAF-B56F-38CFBA2DC655
Permit NCO028223
Grade II Biological Water Pollution Control System [15A NCAC 08G .0302]
Footnotes:
1. The permittee shall submit discharge monitoring reports electronically using the Division's eDMR system [see A. (2)].
2. Upstream = 100 feet from discharge; Downstream = 0.2 miles at unimproved road. Upsteam and downstream samples
shall be grab samples. Stream samples shall be collected three times per week during June, July, August and September
and once per week during the remaining months of the year.
3. The Division shall consider all effluent TRC values reported below 50 µg/L to be in compliance with the permit.
However, the Permittee shall continue to record and submit all values reported by a North Carolina certified laboratory
(including field certified), even if these values fall below 50 µg/L.
All samples must be taken from a typical discharge event.
THERE SHALL BE NO DISCHARGE OF FLOATING SOLIDS OR VISIBLE FOAM IN OTHER THAN TRACE
AMOUNTS.
A. (2.) ELECTRONIC REPORTING - DISCHARGE MONITORING REPORTS
[G.S. 143-215.1 (b)]
Federal regulations require electronic submittal of all discharge monitoring reports (DMRs) and program
reports. The final NPDES Electronic Reporting Rule was adopted and became effective on December 21, 2015.
NOTE: This special condition supplements or supersedes the following sections within Part II of this permit
(Standard Conditions for NPDES Permits):
• Section B. (11.) Signatory Requirements
• Section D. (2.)
• Section D. (6.)
• Section E. (5.)
Reporting
Records Retention
Monitoring Reports
1. Reyortine Requirements [Supersedes Section D. (2.) and Section E. (5.) (a)1
The permittee shall report discharge monitoring data electronically using the NC DWR's Electronic
Discharge Monitoring Report (eDMR) internet application.
Monitoring results obtained during the previous month(s) shall be summarized for each month and
submitted electronically using eDMR. The eDMR system allows permitted facilities to enter monitoring
data and submit DMRs electronically using the internet. The eDMR system may be accessed at:
hgps:Hdeg.nc.gov/about/divisions/water-resources/edmr.
If a permittee is unable to use the eDMR system due to a demonstrated hardship or due to the facility being
physically located in an area where less than 10 percent of the households have broadband access, then a
temporary waiver from the NPDES electronic reporting requirements may be granted and discharge
monitoring data may be submitted on paper DMR forms (MR 1, 1. 1, 2, 3) or alternative forms approved by
the Director. Duplicate signed copies shall be submitted to the following address:
NC DEQ / Division of Water Resources / Water Quality Permitting Section
ATTENTION: Central Files
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Page 4 of 7

DocuSign Envelope ID: 42FED373-F5CA-4BAF-B56F-39CFBA2DC655
Permit NCO028223
Grade II Biological Water Pollution Control System [I 5A NCAC 08G .0302]
See "How to Request a Waiver from Electronic Reporting" section below.
Regardless of the submission method, the first DMR is due on the last day of the month following the
issuance of the permit or in the case of a new facility, on the last day of the month following the
commencement of discharge.
Starting on December 21, 2020, the permittee must electronically report the following compliance
monitoring data and reports, when applicable:
• Sewer OverflowBypass Event Reports;
• Pretreatment Program Annual Reports; and
• Clean Water Act (CWA) Section 316(b) Annual Reports.
The permittee may seek an electronic reporting waiver from the Division (see "How to Request a Waiver
from Electronic Reporting" section below).
2. Electronic Submissions
In accordance with 40 CFR 122.41(1)(9), the permittee must identify the initial recipient at the time of each
electronic submission. The permittee should use the EPA's website resources to identify the initial recipient
for the electronic submission.
Initial recipient of electronic NPDES information from NPDES-regulated facilities means the entity (EPA or
the state authorized by EPA to implement the NPDES program) that is the designated entity for receiving
electronic NPDES data [see 40 CFR 127.2(b)].
EPA plans to establish a website that will also link to the appropriate electronic reporting tool for each type
of electronic submission and for each state. Instructions on how to access and use the appropriate electronic
reporting tool will be available as well. Information on EPA's NPDES Electronic Reporting Rule is found
at: https://www.federalre ister.gov/documents/2015/10/22/2015-24954/national pollutant-discharge-
elimination-system-npdes-electronic-reporting-rule
Electronic submissions must start by the dates listed in the "Reporting Requirements" section above.
3. How to Realuest a Waiver from Electronic RenortinQ
The permittee may seek a temporary electronic reporting waiver from the Division. To obtain an electronic
reporting waiver, a permittee must first submit an electronic reporting waiver request to the Division.
Requests for temporary electronic reporting waivers must be submitted in writing to the Division for written
approval at least sixty (60) days prior to the date the facility would be required under this permit to begin
submitting monitoring data and reports. The duration of a temporary waiver shall not exceed 5 years and
shall thereupon expire. At such time, monitoring data and reports shall be submitted electronically to the
Division unless the permittee re -applies for and is granted a new temporary electronic reporting waiver by
the Division. Approved electronic reporting waivers are not transferrable. Only permittees with an
approved reporting waiver request may submit monitoring data and reports on paper to the Division for the
period that the approved reporting waiver request is effective.
Page 5 of 7

DocuSign Envelope ID: 42FED373.F5CA-4BAF-B56F-39CFBA2DC655
Permit NCO028223
Grade II Biological Water Pollution Control System [15A NCAC 08G .0302]
Information on eDMR and the application for a temporary electronic reporting waiver are found on the
following web page:
hM2://deg.nc.gov/about/divisions/water-resources/edmr
4. Sienatory Requirements (Supplements Section B. (11.) (b) and Supersedes Section B. (11.) (d)1
All eDMRs submitted to the permit issuing authority shall be signed by a person described in Part II,
Section B. (I 1.)(a) or by a duly authorized representative of that person as described in Part II, Section B.
(I 1.)(b). A person, and not a position, must be delegated signatory authority for eDMR reporting purposes.
For eDMR submissions, the person signing and submitting the DMR must obtain an eDMR user account
and login credentials to access the eDMR system. For more information on North Carolina's eDMR
system, registering for eDMR and obtaining an eDMR user account, please visit the following web page:
http:/ldeg.nc.gov/about/divisions/water-resources/edmr
Certification. Any person submitting an electronic DMR using the state's eDMR system shall make the
following certification [40 CFR 122.22]. NO OTHER STATEMENTS OF CERTIFICATION WILL BE
ACCEPTED:
V certify, under penalty of law, that this document and all attachments were prepared under my direction or
supervision in accordance with a system designed to assure that qualified personnel properly gather and
evaluate the information submitted. Based on my inquiry of the person or persons who manage the system,
or those persons directly responsible for gathering the information, the information submitted is, to the best
of my knowledge and belief, true, accurate, and complete. I am aware that there are significant penalties for
submitting false information, including the possibility of fines and imprisonment for knowing violations. "
5. Records Retention [Supplements Section D. (6.)1
The permittee shall retain records of all Discharge Monitoring Reports, including eDMR submissions.
These records or copies shall be maintained for a period of at least 3 years from the date of the report. This
period may be extended by request of the Director at any time [40 CFR 122.41].
Page 6 of 7

DocuSign Envelope ID: 42FED373-F5CA4BAF-B56F-39CFBA2DC655
J
.
II f'�� ll��IL1 ✓� ice.. �Y`
0 •
VV �ml
Osprey/Southx
FacilityT
Location
Onslow Stream Class: SC; NSW
Receiving Stream: UT to Brinson Creek
(not to scale)
1 1 1
NORTHNPIDES1
1

ROY COOPER
K, MICHAEL S. REGAN
LINDA CUI,PEPPER
I'Voter Resourres •
L.V'.ICWLN r 11L OV •111 Y
PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION::
Permit Number: NC00/ `� / oV�/ or NCG5_/ / /_/
1. Facility Name:
It. NEW OWNERINAME INFORMATION:
1. This request for a name change is a result of:
-j< a. Change in ownership of property/company
_b. Name change only
_c. Other (please explain):
2. New owner's name (name to be put on permit):
Osere
3. New owner's or signing official's name and title
4. Mailing address:
State: C PC Zip
E-mail address: IMv
So,+i LLL
MG M i I le 6(e-6.010der
(Person legally responsible for permit)
W (Title)
Ti Ci G1�c(f�0.
i� i k 3U3 (Tit e) /
IVf- Pine SJlav`. 6,.,h
Phone: (b' i )f KO-5- 5-3 6 /
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE
APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL.
REQUIRED ITEMS:
1. This completed application form
2. Legal documentation of the transfer of ownership (such as a property deed, articles of
incorporation, or sales agreement)
[see reverse side of this page for signature requirements]
State of North Carolina I Environmental Quality I Water Resources
1617 Mail Service Center I Raleigh, NC 27699-1617
919-707-3601 919-807-6389 FAX
hitps:/Ideq.ne.gov/sbout/divisions/water-resourcesAvater-resomces•permits/weste%"Iu-brmcWnpdes-wastewater-permits

NPDES Name & Ownership Change
Page 2 of 2
Applicant's Certification:
I(,--0e41,— S(,attest that this application for a
name/ownership change has been reviewed and is accurate and complete to the best of my
knowledge. I understand that if all required parts of this application are not completed and that
if all required supporting information and attachments are not included, this application
package will be return as incomplet
Signature: Date:
THE COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING
INFORMATION & MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS:
NC DEQ / DWR / NPDES
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Version 7120I6

GENERAL ASSIGNMENT AND BILL OF SALE
THIS G WLL
G� siQnment
AND BILL OF SALE ("As'� is made this
day of 2019, ("Effective bate"j by and between
1 32 WILhHN 11342 WI[LhHNa North Carolina limited liability company ("for'), and
OSPREY COVE SOUTJ,. LLC, a California limited liability, company ("AssiMe-6:1.
Recitals
Assignor and. Assignee are parties to or t8meficiaries of that certaui Purchase and Sale
Agreement dated effective as ofSeptember 6, 2019 ($s amended, the " etngnt"), with respect
to the sale of certain land and improvements situated thereon lying add :being situated in
Onslow County, North Carolina, and being more particularly described on .Exhibit "A" attached
hereto and incorporated hereui by reference ("Prone r'I.
Under the Agreement, Assignor is obligated to assign any and all of its right, title and
interest and delegate dry and all of its oftations and responsibilities in each of the following to
Assignee:
(a) those contracts described on Exhibit "B" attached hereto and incorporated
herein by reference ("Contracts"N
(b) any and all. (1) licenses, permits and entitlements necessary for the
construction, rehabilitation and operation of the Property in accordance with its current use; and
(u') development rights and. other intangible rights, titles, ilrterests, privileges and appudenances
owned by Assignor and in any way, related to or housed in connection with the Property and its
operation;
(c) all (i) agreemento such as maintenance, service or utility agreements, which
are hereby assumed by Assignee; (ii) warranties, guaranies, indemnities and claims; and (iii)
intangible property used in connection with the operation of the Property, but specifically
excluding any rights in and to. any of the computer hardware and software comprising the
accounting system used by Assignor and/or its management company in connection with the
Operation dhd managerrie>it of the Property; and
(d) subject to the provisions below; all fixtures, fittings, furniture, furnishings,
appliances, apparaths, .egWpment, machinery, building materials, and other items of tangY'ble
personal property owned by Assignor and affixed or attached to or located on the Property as of
the date of the Agreement and/or the Closing (all of such properties and assets described in items
(a) — (d) herein being collectively called the "Assigned Properties").
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:
Assignor assigns, sells, transfers, sets over and delivers unto Assignee all of Assignor's
estate, right, title and interest in and fo the Assigned Properties, but only to the extent relating to
1003Z M.1 } 373M62 OWMAL ASSMMMAND BELL OFSLE-PAGE 1

the Property. The Assigned Properties shall not include any property or assets owned by any tenant
currently occupying any portion of the Property.
Assignee accepts such assignment and assumes all liabilities, duties. and obligations under
the. Contracts as. of the Effective Dete .and the perfornmee of all of the terms, covenants and
conditions imposed upon Assignor as of the Effective Date with respect to the Contracts.
Assignee hereby agrees to .iddetnnify, defdnd and hold Assignor and its agents, employees,
members and affiliates harmless tfrom, and sgaind any and all claims' 14§ses, damages, liab ' 'es,
costs and expenses (including; without limitation, attorneys' fees) arising out of or resulting from
Assignee's failure to perforn its'obligations under any of the Contracts. on or after the Lf%ctive
Date or any other breach or default relating to any ofthe' Contracts on or after the Effective Date,
or otherwise arising or accruing i1i conneatidn with the -Contracts or any portion thereof on or after
the Effective Date.
Assignor Hereby, agrees to inde *i*, deWand hold Asstgaoe 4nd #9 agents, employees,
members avid Affiiiates had ales§ f om -and against an"y and all Glgims, ibssEs; dailages,- Uibilities,
costs and expenses (including, .withOtit limitation, attoitieys' fees) arising out of or resulting from
Assignor's failure to perform its obligations under any of the Contracts prior to the Effective Dail
or any other breach or default relatiitlg, to any of the Contracts prior to the Effective Date, or
Otherwise atising or acm uifig in cobnection with -the -Contracts• or any portion thereof prior io the
Effective Days.
In the event of the bringing of any action or suit by a, party hereto against another party
hereunder by reason of any brh of any of the covenant's, conditions, agreements or provisions
on the part of the' other pater arising• out of this Assignment; 'then in1at event the prevstiling party
Shall be entitled to Have and tecover of and from"the other patty all costs and expenses ofthe action
or suit, including reasonable attorneys' fees.
This Assignment shall be Binding upon and inure to the benefit of the successors, assignees,
personal i eprn+selifatives, heirs and legatees of all the respective parties hereto.
This Assignment shall be. governed by, interpreted under, and construed and enforceable
in accordance with, the laws of the State of North Carolina.
This Assignment may be executed in .counterparts, each of which shall be deemed an
original, but all of which, together, shell constitute one and the same instnrmeaL An electronic or
faxed signature will be acceptable as if an original signature.
[Signature Page to Mow]
(00327866.1 ) 3TM6.2 GENERAL ASsiaNNEWAND BILLOF3AI.B-PAGE2

EXECUTED to be effective as of the Effective Date.
ASSIGNOR:
1832 WILMINGTON LLC,
a North Carolina limited liability company
By: ARE Ventures LLC,
its Manager
By:
Name: Colin Brothers
Title: Manager
ASSIGNEE:
OSPREY COVE SOUTH, LLC,
a Califomia.limited liability company
By: StoneSteps Real Estate, LLC,
a California limited liability company
By:
Grant Matthew Miller
Title: Manager
By: r'J72
Caleb Schroeder
Title: Manager
100327866.1 } 373236.2 GENERAL ASSIGNMENT AND BILL OF SALE - PAGE 3

r
EXECUTED to be effective as of the Effective Date.
ASSIGNOR:
1832 WUA41NGTON LLC,
a North Carolina limited liability company
By: ARE Vey LLC,
its 1Vlanager
By:
Namb: Colin Brothets
Title: Manager
ASSIGNEE:
OSPREY COVE SOUTH LLC,
a California limited liability company
By: StoneSteps Real Estate; LLC,
a Chlifordla limited liability company
By:
Grant Matthew Miller
Title: Manager
By:
Caleb -Schroeder
Title: Manager
(00327866.I ) 373236.2 GENERAL ASSIGNUM AND BULL OF SALE -PAGE 3

EXHIBIT "A"
To General Assignment and Bill of Sale
LEGAL DESCRPUON
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dc�aZ.'im� Adl�e%P.A.,dJ®a?,
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. ds a dfis oo eE missing�aiaaRt awe a ba
{00327866.1 } 3732362

EX — , "B"
Contracts
1. Service Agreement dated June 28, 2018 with Waste Management of Carolinas, Inc.
2. Laundry Room Lease Agreement dated January 8, 2019 with CSC ServiceWorks, Inc.
I Bulk Rate Addendum with Vision Cable of Jacksonville
100327866.1 13732362 G OMAL ASSIGNMENT AND BELL OF SALE - PAGE 5

t
'URCHASEAM SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this "Agreement"), is entered into as of. the
Effective Date by and between 1832 WILMINGTON LLC, a North Carolina limited liability company
{"Se�, ller") and Osprey Cove South, LLC, a California (united liability company, and/or its permitted assigns
AR.TW- LE 1: PROPERn/Pj=- HASE PRICE
1.1 Certain Basiic enns.
(a) Buyer and Notice Address:
Osprey, Cove South, LLC
Attn: Web Schroeder
990 Highland Dave #303
Solana Beach, CA 92075
Facsimile:
Email: caleb ci stonesre.com
With copies to: Heim & Feinberg
Attn: Jean M. Heinz
401 West A Street, Ste. 1710
San Diego, CA 02101
Facsimile: [phone]
Email:' jW Qa heinzfeinberg.com
(b) Seller.and Notice Address.
1832 WiWpgton.LLC
Attn: Colin Brptheirs
1000 E Cesar Chavez
Austin, Texas 78702
Email: [e-mail].
With copies to: Stephenson Fournier, PLLC
Atth: Christopher N. Hanrio
3355 West Alabama, Suite 640
Houston, Texas 71098
Facsimile: (713) 629=9606
Email: channo&tephensonlaw.com
(c) Title Company: Chicago Title Company
National Accounts, Attn: Robb Herring
Title: Chicagb Title Insurance Company
410 New Bridge Street; Ste. 4B
Jacksonville, NC 28540
(00322149.1)

Attn: Diane House
[e-mail]
(d) Escrow Aaent: Same as Title CQmpony, or as otherwise selected by Buyer.
(e) Effective Date: The date the last of Buyer or Seller executes this Agreement, as
evidenced by the dates completed on the signature page.
( Purchase Price: At Closing, Buyer shall pay to Seller the Purchase
Price (subject to adjustments and appottionifierrts set forth in, this
Agreement and less the Earnest Money and Independent Contract
Consideration and other amounts for which Buyer is entitled to a
credit pursuant to Article by wire transfer of immediately
available -federal funds:
(g) Earnest Money: Being (i) the k� Deposit" equal to $50,000.00 cash or cash
equivalent, including interest thereon which is due and payable by
Buyer'wthin two-(2) business days- after the Effeativer Date, and
(Ti) the "Additio l UgpQsit" equal to $100,000.00 cash or cash
equivalent, including interest thereon, Which is due. and payable
by Buyer upon the expiration of the Due Diligence Period.
(h) Due Diligence Period: The period ending thirty (30) days after the Effective Date, unless
sooner waived by Buyer.
(i) Closing Date: Thirty (30) days after expiration of the Due Diligence Period.
(j) BB Cushman & Wakefield, who represents Seller. Buyer represents
that 1t is not represented by any broker in connection with this
Agreement.
1.2 Pro e . Subject to the terms and conditions of this Agreement, Seller agrees to sell to
Buyer, and Buyer agrees to purchase from Seller, the following property (collectively, the lhog
(a) The `teal Prooertv." being the land described and' depicted on Exhihl:t.A, attached hereto,
together with (i) all buildings and improvements located thereon (,collectively, the-"Imgrove ' ents'% (i) all
and singular the rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereon
or in anywise appertaining to such real property, (iii) Seller's mineral and water rights and (iv) without
warranty, all right, title and interest of Seller in and to all strips and gores and any land lying in the bed of
any street, road, alley or right-of-way, open or proposed, adjoining such real property.
(b) (1) The Seller's or landlord's.interest in the "Leases," being all leases of the Imnprovements
and/or any other portion of the Property, including leases which may be made by Seller after the Ef ee ive
Date and prior to Closing (as defined in Secdon 1. 1 below) as permitted by this Agreement, and including
the lease of the. church located at 1830 Wilmington Highway, Jacksonville, North Carolina 28.540 (the.
" C6ich Lease'); and (II) the Seller's interest as "Tenant" in the lease of the office portion of the building
(00322149.1 }
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located at 1820 Wilmington Highway, Jacksonville, North Carolina 28540 pursuant to which Seller is the
tenant (the "rMce Lease').
(c). The IT Personal Pmnerty,," being all equipment, machinery, fiuniture, furnishings,
supplies, trade fixtures and other tangible .personal property owned by Seller, and Seller's interest in any
such property leased by Seller, now or hereafter located in and used in connection with the operation,
ownership, maintenance or management - of the Real Property and all fixtures located in, on, or under, or
used in, on,.under, or in connection with any corripoont of the -Property, ineluding, without limitation, all
electrical, plVmbing, heating, ventilating, air conditioning, swimming.pool, telephone, telecommuntcation,
wired cable, security, fire alarm and prevention, and other systems, fixtures, and improvements located lm
on, or under any component of the Real Property;
(d) The "ale Pers6nal Property;" being all intangible personal property related to the
Real Property and the Impr'ovemeihts, including without limitation: all trade names, and trademarks
associatedwith-the Real Property. and the Improvements, including Seller's rights and interests in the name
of the Real Property; the plans and specifiedtions and other architectural and engmeerm drawings for the
Ithprtovements; warranties; contact rights related to the construction, operation, ownership, maintenance
or management ofthe Real Property (but otily to the extent Seller's obligations thereunder are expressly
assumed by Buyer pursuant to this Agreement); governmental .permits, approvals and licenses (to the extent
assignable); and all -records relating toAhe Property; and
(e) to the extent transferable and as to Seller's rights, if any., to all utilities, utility lines, utility
connections, utility. cor hmitments, utility capacity, capital recovery charges and receipts, and all other fees
and charges heretofore paid. in. connection therewith; and the present and future use of water, water capacity,
water rights, wastewater, wastewater capacity,- drainage, -and other utility rights and facilities in connection
with qr benefiting any component of the Real Property, including, 'without limitation, all reservations,
commitments, and letters rolating4o.any such use in the future:
1.3 Earnest Money. Within two (2) business days after the Effective Date, Buyer shall deposit
the Initial Deposit with the` Escrow Agent. If Buyer fails to timely deposit the Initial Deposit, Seller may
termiriate this Agreement by providing written notice to Buyer prior to $uyer's deposit of the Initial
Deposit, The Earnest Money shall be applied to the Purchase Price at Closing. If this Agreement terminates
pursuant to any express right -of Buyer to terminate this Agreement, the Earnest Money, less the Independent
Contract.Considemfion, if applicable, shall be refunded to Buyer immediately upon Buyer's request, and
all. further rights and obligations of the parties under this Agreement shall terminate except those that by
their terms survive any termination of this Agreement. The Earnest Money shall be held and disbursed by
the Escrow Agent pursuant to Aiggle -9 of this Agreement. Following the .expiration of the Due Diligence
Period all ofthe Earnest Money shall W non4fundable to Buyer, except due to a Seller default or otherwise
as provided for herein, but applicable to the Purchase Price at Closing. Upon the expiration of the Due
Diligence period, Buyer shah deposit the Additional Deposit with the Title Company, and at such time the
E4me$t Money, being the Initial Deposit and the Additional Deposit, shall be non-refundable, unless this
Agreement is terminated due -to a Seller default or as otherwise provided for in this Agreement. For purposes
of clarity, the "Earnest Money", as used in this Agreement, means the Initial Deposit and, after expiration
of the Due Diligence Period, the Initial Deposit and the Additional Deposit, collectively.
1.4 Independent Contract Consideration. $100.00 of the Initial Deposit,
(the "Independent Contract Consideration''} has been bargained for and agreed to as consideration for
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Buyer's exclusive option to purchase the Property and the Due Diligence Period provided herein, and for
Seller's execution and delivery of this Agreement. This Independent Contract Consideration is
nonrefundable and will be retained by Seller notwithstanding any other provisions of this Agreement. If
Closing takes place as contemplated by this Agreement, Buyer will receive a credit against the Purchase
Price for the amount of the, Independent Consideration.
ARTICLE 2: INSPECTION: CONTINGENCIES
2.1 Seller's De1jyM of . S e i Doom -go. To the extent such items are in Seller's
possession or control, Seller shall- deliver or make available to Buyer for copying at Seller's property
manager's office, during business hours; or by Dropbox, the following information (the Troper y
Information'j within five (S) .days after the Effective Date, which Property Information will be delivered
by Seller to Buyer -without warranty or representation, express or implied, as to the accuracy or
completeness thereof: -
(a) Rent Roll. A rent roll ("Rent Roll'), prepared by the manager of the Property, which Rent
Roll shall reflect; as. of the date thereof with respect to each of the tenants occupying any portion of the
Pr¢perty: (A) the type ofunit occupied; (B)the mines of this tenants and their apartment numbers; (C) fixed
monthly'rent and any other sums payable pursuant to the Leases, together with due dates therefor; (D) the
amounts -of all- security deposit and all prepaid rent and other charges; (E) the amount, if any, of all rent and.
other charges in arrears; (F) the date through which rent is paid: and (G) the commencement date and the
expiration date of each Lease and each tenant's renewal, and/or surrender options;
(b) QRerating Statements. Operating statements of the Property for the 24 months preceding
the Effective Date ("Operating Statements");
(c) Tax Bills. Copies of tax bills relating to. the Property for the current year or other current
tax period.(if available) and for the 24 months preceding the current tax period;
(d) L,_,,easm Copies of all Leases (including all amendments and guarantees (if available),
including the Church Lease and the Office Lease;
(e) Service, Contra. A list together with copies of all service, supply, equipment rental, and
other contracts related to the operation or maintenance of the Property
("Service Contracts");
(i) List of Capitgl Improvements. A list of all capital improvements known to the Seller and
performed on the Property within the 24 months preceding this Agreement Cif available);
(g) Environmental Reports. Copies of all previous environmental assessments, studies, or
analyses made on or related to the Property, including permits and weekly reports for years 2017 'to date
2010 for North Carolina Water Resources Permit No. NC28223 to the extent such permits and reports are
not available to the public, and any contracts or services to maintain wastewater facilities on the Property;
(h) Existing_Title and Survey Documents. Copy of Seller's existing title insurance policy and
any existing "as -built" surveys) of the Property;
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(i) N tiffs of Violations. Copies of any written notices of any current violations of any
governmental law or regulation or any covenants or restrictions encumbering the Property or any physical
defect in the Improvements, including any letters, or other correspondence regarding North Carolina Water
Resources Permit No. NC28223; and-
�j) Litigption. Copies of any written notice of any action or proceeding pending against Seller
or the Property, including as to North Carolina Water Resources Permit No. NC 28223.
2.2 Dh1e Diligence. From the Effective Date until expiration of the Due Diligence Period, Seller
grants to Buyer and Buyer's designated agents, employees, and independent contractors the right to enter
upon the Property; to conduct engineering, environmental, operational, market, economic feasibility, and
other inspections, studies, and tests of the Property; to review and analyze the Property, the condition of the
Property, the Property Information, and to otherwise evaluate and assess the Property. Buyer agrees .to
provide Seller copies of any tests conducted on the Property and Buyer shall keep all tests -and results
confidential unles s` required to be disclosed by applicable law or court order. Buyer shall give- Sellor at
least 24. hours notice of B uyer.'s intent- to enter the Property, such.notice to also include which tests) Buyer
intends to eonduct on the Property. Seller shall be pennitted to have a representative present at ail times in
whichBuyer enters the propertyand/or conducts any iaests-on the Property; provided that Buyer's inspection
shall not -be delayedor limited by such accoinpaniiment. Prior io entering the Property, Buyer will provide
Seller with a certificate of insurance evidencingBuyer's.general liability insurance coverage- of a minimum
of Two- Million Dollars ($2,000,o00.00) in the aggregate and a minimum of One Million Dollars
($.140.0%960) per occurrence and naming Seller as an additional insureds At the completion. of each test or -
examination of the Property, the Property shall be. returned as nearly as possible to -its condition prior to all
tests and examinations... BUYER SHALL KEEP THE PROPERTY FREE AND CLEAR OF ANY LI13NS
AND WILL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ALL CL. AIMS AND
LIABILITIES ASSERTED AGAINST SELLER AS A RESULT QF ANY SUCH ENTRY BY BUYER,
ITS AGENTS, EMPLOYEES OR REPRESENTATIVES. Buyer shall also. hold. Seller harmless and shall
indei�ify and defend Seller against any and all claims, including costs, fees, expenses and reasonable
attorneys' fees, for or in respect of injuries (including.64) or damageof any 10nd to the person or property
of Seller, Buyer or of any other person whomsoever caused by or in connection with Buyer's entry onto the
Property and/or such tests or related. activities, except if due to Seller's gross negligence or willful
misconduct. Notwithstanding anything. to the contrary in this Agreement, Buyer may terminate this
Agreement by giving notice of termination 'to Seller -(the `Due liligenee Termination.Notice'1 on or Before.
the last day of the Due Diligence Period. If Buyer wishes to proceed yvith the transaction .contemplated by
this Agreement, Buyer shall deliver writtennotice to Seller (the "Due Diligence Acceptance Notice' on or
before the last day of the Due Diligence Period affirmatively stating that Buyer has accepted -and is satisfied.
with the condition of the Property and is satisfied, has waived and/or tipproved the Title Commitment and
the Survey (subject to such Objections Seller has agreed to. cure), and in such event this Agreement sholl
continue in full force and effect, and all of the Earnest Money (being the Initial 1)eposit and Additional
Deposit) shall be non-refundable to Buyer but. applicable to the Purchase Price ,at Closing. If Buyer fails to
deliver a Due Diligence Acceptance Notice to Seller prior to expiration of the Due Diligence Period, Buyer
shall be deemed to have timely delivered to Seller a Due Diligence Termination Notice, If Buyer gives a
Due Diligence Termination Notice on or before the end of the Due'Diligence Period or is deemed to have
timely given a Due Diligence Termination Notice pursuant to this. Section 2.2, this Agreement shall
terminate pursuant to this Section.21 the Earnest Money, less the Independent Contract. Consideration,
shall be refunded to Buyer immediately upon Buyer's request, and all further rights and obligations of the
parties under this Agreement shall terminate. Buyer's obligations under this Section shall survive Closing.
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2.3 Service Contracts. During the Due Diligence Period, but prior to the last day of the Due
Diligence Period, Seller shall provide Buyer with a list of the Non-Temrinable Contracts, as hereinafter
defined. On or prior to. the date which is one (1) day before the expiration of the Due Diligence Period,
Buyer shall notify Seller which service contracts applicable to the Property Buyer elects to assume at
Closing, provided, however, that any service contracts which cannot be terminated with thirty days' notice
to the vendor or which require Seller to pay a penalty or fee to terminate (the "Non -Teri inable Contracts'),
shall be assumed by. Buyer at .Closing notwithstanding any election or failure to elect by Buyer (the .Non-
Terminable Contracts, along with any service contracts which Buyer elects to -assume shall be collectively
referred to as #lie "A,ssumed Contracts"). Buyer will assume the- Assumed Contracts at Closing and Seller
shall terminate at Closing all of the service contracts other than the Assumed Contracts. Notwithstanding
anything herein to the contrary, Buyer shall have no right to assume Seller's property management
agreement for the Property, and such property management agreement shall be terminated by Seller.
Nothing in this paragraph shall: preclude Buyer from entering into independent agreements with .any of the
service providers, including the property management company, provided that such agreements are not
effective until Closing occurs and do not otherwise bind the Property prior to Closing:
2,4 Estoppel- and SNDA. Seller, at no cost to Seller, shall use cofnmerciallly reasonable efforts to
deliver to Buyer prior to the Closing Date an Estoppel Certificate executed by the tenant under the Church
Lease ("Church Tenant") in a. form mutually acceptable to Buyer, buyer's- lender, and Seller, and the
Church Tenant, with rib disclQsure(s). from' the Church Tenant that would constitute a.default under the
Church Lease or which differ in any material respect from the information or facts disclosed during the Due
Diligence Period, provided, delivery of. such Estoppel Certificate shall not be, a condition to Buyer's
gbligation to close the transaction contemplated hereby. Failure to deliver a satisfactory Estoppel
Certificate. shall not be a default by Seller hereunder, and Buyer shall have no right to teMinate this
Agreement if Seller fails to deliver the Estoppel Certificate to Buyer prior. to the Closing Date. in addition,
If Buyer'a Lender or the Church Tenant requests a subordination agreement (an "SNDA"); Seller, at no cost
to Seller, shall use commercially reasonable efforts to cooperate with Buyer_in delivering such SNDA to
the Church- Tenant, which shall be in form and, substance reasonably acceptable to Buyer and the Church
Tenant, provided, delivery-. of such SNDA shall not bo a condition tb Buyer's obligation to close the
transaction contemplated hereby. Failure to deliver the SNDA shall not be a default by Seller hereunder,
and Buyer shall have no right to terminate this Agreement if Seller fails to deliver the SNDA to Buyer.
ARTICLE 3: TITLE AND SURVEY REVIEW
3.1 Delivery of Title Commitment arid Survey. Buyer shall cause to be prepared a current,
effective commitment for tide insurance (the `title Commitment") issued by the Title Company, in the
amount of the Purchase Price with Buyer as the proposed insured, and ace orr panied by true, complete, and
legible copies of all documents referred to in the Title Corifimitment. Buyer shall be entitled to prepare a
current ALTA/ACSM survey of the Property (the "Suter a '), including a certification addressed to Buyer,
in the form required by Buyer, at Buyer's sole cost and expense.
3.2 Title Review and Cure. Buyer has until 11:59 p.m. Jacksonville, North Carolina time on
the day which is ten (10) days prior to. expiration of the Due Diligence Period (the "Title Ubje6don Period')
to examine the Title Commitment and the Survey. If the Title Commitment or the Survey disclose matters
to which Buyer objects (the "Qjb eections'), Buyer may notify Seller of the Objections prior to the expiration
of the Title Objection Period. If Buyer fails to give notice of any Objections to Seller on or before the date
(00322149.1 ?
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which is ten (10) days prior to expiration of the Due Diligence Period, Buyer will be deemed to have
approved the title as reflected by the Title Commitment and Survey except for the Permitted Exceptions
(As hereinafter defiled). On or before ten (10) days after Seller receives Buyer's Objections (the ' ur
Period' Seller may elect to cure the Objections, but. Seller assumes no legal obligation to do so, expend
any money, file suit or delay Closing. If Seller notifies Buyer prior to the expiration of the Cure Period that
Seller is unable or unwilling to cure and remove all Objections, Buyer shall have the option to: (a) purchase
the Property by either waiving the Objections which Seller is unable to cure, which uncured Objections
shall become Permitted Exceptions (as hereinaft defined), or (b) on or prior to five (5) days after
expiration of the Cure Period, terminate this Agreement and receive a refund of -the Earnest Money; less
the Independent Contract Consideration, subject to the. provisions of Section 9:3 below. If Buyer fails to
give timely notice of its election pursuant to the immediately. preceding sentence, Buyer will be deemed to
have elected 'to proceed under sybsection (a) above. The term "P�=i#ed Exceptions' shall mean: the
specific exceptions (exceptions that are not part. of the promulgated title insurance form) in the Title
Commitment that the Title Company has not agreed to insure over or remove froin -the Title Commitment
as of the end of the Due Diligence Period, and that Seller is not required to remove as provided above; items
shown on the Survey, which have not been removed as -of the end- of the Due Diligence Period; real estate
faxes not yet due and payable; tenants in possession under the Lea§es without. any option or right to- purchase
or acquire any other interest whatsoever in: the*Properiy; and any other items in the Titlemmitment that
Buyer'does not object to in its Objections timely delivered. during the Title Objection Period.
Notwithstanding any other provision, if Buyer timely requests preparation of the Title
Commitment; and Buyer fails to receive the same within twenty, (20) days after the Effective Date, then,
provided Buyer is diligently pursuing receipt of the Title Commitment, the Title Objection Period shall be
extended on a day -for -day basis for each day between the twentieth (20*) day after the Effective Date and
the date the Title -Commitment is received by Buyer.
3.3 MUM of Title Policy at Closing. The Escrow Agent shall deliver to Buyer at Closing
an ALTA extended coverage Owner's Policy of Title Insurance Or other form required by state law,
including extended coverage (i.e. deletions of the standard exceptions, including modification of the survey
exoepiion)) (the "Title Policy"), Issued by the Title Company as of the date and -time of the recording of the
Deed (as defined in Section 5.3 below), in the amount of the PurchasePrice, insuring Buyer as owner of
good, marketable and indef�sible . fee simple title to the Property, .and subject only to the Permitted
Exceptions. The Title Policy shall- include such endorsements as Buyer may reasonably require based on
its review Qf the Title Commitment end Survey. The Title Policy may be delivered after the Closing if at
the Closing the Title Company issues a currently effective, duly -executed "marked -up" Title Commitment
and irrevocably commits in writing to issue the Title Policyin the form of the "marked up" Title
Commitment promptly after the Closing Date.
ARTICLE 4: OPERATIONS AND RISK OF LOSS
4.1 Qngoing Qperations. During the pendency of this Agreement, Seller will:
(a) use, manage, operate, repair, and maintain the Property in the same manner as the Property
has been operated prior to the Effective Date and keep the Property in its present state of repair, subject to
normal wear and tear, exercising the same degree of care in such matters as Seller has previously exercised;
(b) without the prior written permission of Buyer, not enter into any new employment,
(00322149.1)
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maintenance, service, supply, or other agreement relating to any portion of the Propefty, provided that such
permission shall not be required if sucli agreements, equipment leases, or contracts may be terminated by
$uyer without penalty or charge. upon not more than thirty (30) days' notice;
(c) without the prior written permission of Buyer, not (A) enter into any new lease for units —at-
the Property other than on the lease forth currently in use and at current published rates offered by Seller or
Seller's property manager for -a term of not more than twelve (12) months in duration; (B) modify, amend,
terminate, renew, extend; or waive any rights under any existing Leases except in accordance with Seller's
past practices, except that Seller shall not offer any' incentives to tenants of the Property or incur any
additional fees with respect to the tenants of the. Property which would be payable. by Buyer after the
closing; without Buyer's. prior written consent, not to be unreasonably withheld, conditioned or delayed;
provided; without limitation to the provisions ofthis subsection, -prior to Closing Seller shall be permitted
tQ enforce the rights and remedies of the landlord under each existing Lease and any permitted -new lease
fQllowing a default by the tenant thereunder by legal proceedings or otherwise, including; but not limited
to, eviction: proceedings, and shall further be permitted to apply any security deposit to cure such default;
gr (C) grant any concession, rebate, allowance, or free rent to any tenant for any period except in accordance
with Seller's past practices;
(d) keep in full force and effect all existing fire, extended coverage, casualty, liability, and
other insurance policies which are. presently in effect with respect to any portion of the Property;
(e) promptly perform Seller's obligations pursuant to the Leases; the Service Contracts, and
all- instalments, documents, and other writings related to any portion of the Property, including, without
limitation, all deeds of trust, security agreemie its, loan agreements, assignments, and other writings
evidencing, securing, or pertaining to any indebtedness secured in whole or in part by any portion of the
Property;
(t) make, at Buyer's sole cost and expense, all business records relating to the Property
available to Buyer and Duyet's accountants and attorneys, during normal business hours, and permit
Buyer's accountants and attorneys tQ examiae,•audit, and copy the same;
(g) not enter into, record, or consent to any easement, encumbrance, lien, subdivision plat,
covenant, license, permit, agreement, or other matter with.respect to any portion of the Property except as
may be required to enable Seller to perform Seller's obligations under this Agreement;
(h) cooperate and promptly execute all applications and instruments required by governmental
and private entities in. connoo0on with the transfer to Buyer of all utility rights and permits related to the
Property. Buyer agrees to submit all. applications, documentation, and information reasonably required to
assist Seller in obtaining consents to such transfers at Buyer's sole cost and expense;
(i) promptly deliYer to Buyer all information received by Seller regarding alleged violatiori(s)
by Seller- or the Property of any laws, rules, regulations, ordinances, court ordets, decrees, or restrictions;
and
G) promptly notify Buyer of the institution of any litigation, arbitration, mediation, or
administrative proceeding affecting or relating to Seller or any portion of the Property.
f 00322t49.1 }
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4.2 Dom. Risk of loss up to and including the Closing Date shall be borne by Seller. In
the event of any material damage to or destruction of the Property or auy portion -thereof, Buyer may, at its
option, by notice -to Seller given within 10 days after Seller notifies Buyer of such damage or destruction
(and if necessary. the. Closing Date shall be extended to give Buyer the full 10-dAy period to mako such
election): (a) terminate this Agreement, in; which event the Earnest Money, less the Independentontract'
Consideration, shall be immediately returned to- Buyer, or (b) accept the Property in its then current
condition, and receive a credit against the Purchase Price in an amount -equal to the'reasonable cost to fWly
repair; replace, -and restore the Property to- its condition prior to: the damage or destruction, as determined
by -Seller- iri its reasonable discretion. If the Property is not materially damaged,.theq Buyer shall not have
the right to terminate this Agreement, but Seller shall, at its cost, repair the damage before the Closing in a
manner reasonably satisfactory to Buyer, or if repairs cannot be completed before the Closing, credit Buyer
at Closing for the reasonable cost to complete the repair, as reasonably agreed to by Selleir and .Buyer.
"Material dam' and "Materially- damaged" means damage, the cost of which to repair is reasonably
estimated to exceed $150,000.Op to repair.
4.3 Condeminati2n In the_ event any proceedings in eminent domain are contemplated,
threatened or instituted, by. anybody having the power of emkght domain with respect to the Property or
any portion thereof, Buyer may; at its option, by not ee to Seller given within 10 business days after_Seller
notifies. Buyer of such proceedings (and if necessary the Clbs14g.Uate shall be, extended to give. Buyer the
full - 10 business day period to inake such election): (a) terminate this Agreement, in which event the Earnest
Money, less the Independent Contract Consideration, shall be ilmediately returned to Buyer; or (b) proceed -
under this. Agreement; in which event Seller shall, at the Closing, assign to- Buyer its entire right, title and
interest in and to any condemnation award, including any condemnation award to which it is entitled under
any. Lease, and Buyer shall have the sole right during the pendency of this Agreement to negotiate and
otherwise deal with the condemning authority in respect of such matter.
ARTICLE 5: CLOSING
5.1 Closing. The consummation of the transaction.contemplated herein, ("CIo in ") shall be
done through the mail, with both parties delivering to -the Escrow Agent all closing.delivembks on or before
the Closing Date. Closhl. g shall occur through an escrow with the Escrow Agent. Funds 61a11 be deposited
into and held by Escrow Agent in a closing escrow account with a bank satis*tory to Buyer. Upon
satisfaction or completion of closing conditions and deliveries, the parties shall direct the Escrow Agent
to immediately record and deliver the closing docuMents to the appropriate parties and make disbursements
according to the closing statements executed by Seller and Buyer.
5.2 Conditions to Qbli.gtion to Close.
(a) In addition to all other conditions set forth herein, the obligation of Buyer to consummate
the transactions contemplated hereunder shall be contingent upon the following:
(i) As of the Closing Date, the Seller shall have performed its obligations hereunder
and all deliverics to be made at Closing have been tendered;
(ii) As of the Closing Date; the representations and warranties of Seller herein
contained shall be true and correct;
1003?2149.1 }
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(iii) No material or adverse change to the physical condition of the Property caused by
Seller shall have occurred, without Buyer's written consent, after the Effective
Date, other than as agreed upon herein;
(iv) There shall. be no litigation outstanding involving Seller that prohibits Seller from
completing the sale of the Property contemplated under this Agreement; grid
(v) Seller shall have vacated the premises leased by Seller, as "Tenant", under the
Office Lease.
If any condition to Buyer's obligation to proceed with the Closing hereunder has -not been satisfied
As of the Closing Date, Buyer may, .in its sole discretion, (x) terminate this Agreement by delivering written
notice to the Seller on or before the Closing Date, and upon such termination, the Earnest Money, less the
Independent Contract Consideration, shall be returned to Buyer, subject to the provisions of ection.9.3
below, or (y) elect to consummate the transaction) notwithstanding the non -satisfaction of such condition,
in which event Buyer shall be deemed to have waived any such condition.
(b) In addition -to all- other -conditions set forth herein., the obligation• of Seller to consummate
the -transactions conternplatect hereunder shall be contingent upon the following:
(i) As of the Closing Date, the Buyer shall have performed its obligations hereunder
and all deliveries to be made at Closing have been tendered; and
(ii) As of the Closing Date, the representations and warranties of Buyer herein
contained shall be true and correct.
If any condition to. Seller's obligation to -proceed with the Closing hereunder has not been satisfied
as of the Closing Date, Seller may, in its sole discretion, (x) terminate this Agreement by delivering written
notice to the Buyer on or before the Closing Date, Arid upon such termination, the Earnest Money shall be
delivered to Seller, subject to the provisions of Section 9.3 below, or (y) elect to consummate the
transaction, notwiths4nding the non -satisfaction of such condition, in which event Seller shall be deemed
to have waived any soch-condition.
5.3 Seller's Deliveries in Escrow. At least one.(1) business day prior to the Closing Date, Seller
shall deliver in escrow to the Escrow Agent the following:
(a) Deed. A special warranty deed in form provided for under the law of the state where the
Property is located, or otherwise in conformity with the custom in such jurisdiction and mutually
satisfactory to the parties, executed and acknowledged by Seller, conveying to Buyer good and indefeasible
fee simple title. to the Real Property, subject only to the Permitted Exceptions
(the "Deed") and, in the event Buyer obtains a new survey of the Property and the legal description get forth
on the new survey differs from the legal description in Seller's vesting deed, Seller will also deliver a deed
without warranty to Buyer conveying the Property with the legal description as set forth on the new survey
obtained by Buyer;
(b) Bill of. Sale and Assignment of Contracts. A Bill of Sale and Assignment of Contracts (the
"Bill of Sale'), executed and acknowledged by Seller, vesting in Buyer good title to the property described
(00322149.1 }
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therein free of any claims, except for the Permitted Exceptions to the extent applicable;
(c) Assigm ents of Leases and Deposits: AssioMent of C)ffice Lease. (i) An Assignment of
Leases and Deposits (the "Assignment"), executed and acknowledged by Seller, assigning to Buyer the
Leases and deposits described therein; provided, attached to the.Assignment of Leases shall be anent roll
dated as of the Closing Date with regard to each lease. at the Property on the Closing Date, and (ii) an
Assigrimeht. of the Office Lease (the "Office Lease Assignment % executed and acknowledged by Seller,
assigning to Buyer Seller's interest as "Tenant`in the Office -Lease;
(d) Notice to Tenants. A notice to each tenant informing them-ofthe transfer of ownership of
the Property to Buyer;
(e) State Law Disclosures. Such disclosures and reports as are required by applicable state
and local law in connection with the conveyance of real property;
(1) FIRMA. A Foreign Investment in Real Property Tax Act affidavit executed by Seller;
(g) Auth r
& Evidence of the existence; organization- and authority of Seller and of the
authority of the persons executing documents on behalf of Seller reasonably satisfactory to the Escrow
Agent and the Title Company; and
(h) . Additional Documents. Any additional documents that the Escrow Agent or the Title
Company may reasonably require for the proper consummation of the transaction contemplated by this
Agreement:
5.4 Buyer's Deliveries in Escrow. Except as specified below, at least one (1) business day prior
to the Closing Date (except for the Purchase Price, which may be delivered on the Closing Date); Buyer
shall deliver in escrow to the Escrow Agent the following:
(a) Purchase Price. The Purchase Price, less the Earnest Money, which is applied to the
Purchase Price, plus or minus applicable proration, deposited by Buyer with the Escrow Agent in
immediate, same -day federal funds wired for credit into the Escrow Agent's escrow account;
(b) Bill of. Sale and Assent. Assignm ent of Leases, and Office Lease Assi ment. The
Bill of Sale, the Assignment, and the Office Lease Assignment, each executed by Buyer;
(c) State Law Disclosures. Such disclosures and reports as are required by applicable state
and local law in conhec6cjn with the acquisition of real property;
(d) Authorily. Evidence of the existence, organization and authority of Buyer and .of the
authority of the persons executing documents on behalf of Buyer reasonably satisfactory to the Escrow
Agent and the Title Company; and
(e) Additional Documents. Any additional documents that the Escrow Agent or the T1tle
Company may reasonably require for the proper consummation of the transaction contemplated by this
Agreement.
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5.5 Closing Statements. At least one (1) business day prior to the Closing Date, Seller and
Buyer shall deposit with the Escrow Agent executed closing statements consistent with this Agreement in
the form required by the Escrow Agent.
5.6 Title Policy. The Escrow Agent shall deliver to Buyer the Title Policy in accordance with
the provisions of Section 3. .
5.7 Posafton. Seller shall deliver possession of the Property to Buyer at the Closing subject
only to the Permitted Exceptions and -the rights of -tenants in possession udder the Leases.
5.8 Keysi After the Closing; but on the day of Closing, Seller shall deliver to Buyer keys to all
apartment units, equipment and utility rooms and. vault boxes located in the Property, which keys shall be
properly tagged for identification, and all other. keys related to the Property in Seller's possession, as well
as all original leases, or copies, if no original is in Seller or Seller's agents possession.
ARTICLE 6: PRQRATIONS:,RROKERS: COSTS
6.1 Prorations.
(a) At the Closing, rents owed under the Leases, sums payable under the Assumed Contracts;
and maintenance fees, assessments, standby fees, and Taxes (as defined in Section 6.IhDwith respect to
the Property for the year in which the Closing occurs, shall be prorated as of 11:59 p.m. on the Closing
Date (the `TProration Date"). Seller shall be charged for and credited with all prorated items up to and
including the Proration Date and Buyer shall be charged for and credited with all -of same after the Proration
Date. In the event -any account to be prorated is unknown at the Closing, Seller's best estimate of the amount
therefore shall be used at the Closing, and thereafter, the parties shall adjust such proration within ten (10)
days after receipt of notice, accompanied by copies of the statement(s) or invoice(s) therefore, from the
party receiving same.
(b) Real estate taxes and assessments (collectively; "Taxes') shall be prorated as of -the Closing
Date on the basis of a calendar year on the basis of a 365 day year. If the amount of any such taxes have
not been determined as of Closing, such credit shall be based on the most recent ascertainable taxes and
shall be re -prorated upon issuance of the final- tax bill: Buyer shall receive a pro rats credit as described in
the preceding sentences, for. any special assessments which are levied or charged against the Property,
whether or not then due and payable.
(c). All costs and expenses of operating the Property, including all sums payable under the
Contracts, shall be determined as of the Proration Date and paid by Seller. An appropriate proration of sums
payable under the Assumed Contracts will be made at the Closing.
(d) Charges for utility service to the Property (including, without limitation, water, wastewater,
telephone, gas, and electricity) shall not be prorated. Seller shall terminate Seller's accounts (but not the
utility service itself) with all utility service providers as of .the Proration Date. Prior to the Closing Date,
Buyer shall make application to such utility service providers for the continuation of such utility service im
the name of Buyer or Buyer's designee. It is anticipated that in connection with all such utility service, the
meters will be read on or about the Proration Date and Seller shall be responsible for paying the bills for
such utility service accruing on and prior to the Proration Date and Buyer shall be responsible for the
(oo322149.i )
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payment of all such accounts accruing after the Proration Date. If any such accounts are not handled in this
manner, they shall be prorated as of the Proration Date in the manner provided in Sti4n 6.1(aj hereof.
(e) Seller shall deliver all security deposits, pet deposits and any other deposits (and interest
tbereon if required by law or contract to be earned thereon) held by Seller to Buyer at the Closing in cash
or provide Buyer with a credit against the Purchase Price in the amount of the security deposits. As of the
Closing,- Buyer shall assume Seller's obligations related to tenant deposits under the Leases,
(t) Seller shall receive all sums payable under the Leases which are allocable to periods prior
to and including the Proration Date and- Buyer shall receive all such sumsallocable to -periods after the
Proration Date. Seller shall deliver Buyer's prorated share of such sums to Buyer at the Closing in cash or
provide Buyer with a credit against the Purchase Price in the amount of such prorated rents.. No proration
shall be made. for delinquent rents existing as of the date of Closing, which rents Sellor shall be responsible
for collecting. Qnly Rents actually paid by tenants of the Property to Seller prior to the Proration Date for
periods after the date of Closing shall be paid in cash or credited at Closing by Seller to Buyer.
In the event there are rents dud but unpaid, and same shall be collected after the date of Closing by
Buyer,, allmrecived b$uftetyhdae of Closing from tenants shall be applied : first to- any
Proration Date or. pre Proration. Date rental obligations under any Leases which remain unpaid to Seller on
the date Of Closing, provided Seller has furnished 'to Buyer at the Closing a separate, detailed list of the
Proration Date or pre -Proration Date rental obligations which remain unpaid and the identity of the
delinquent tenants, -and Buyer shall remit the same to Seller, and the balance, if any, to rent owing Buyer.
At Closing, Seller shall be charged and Buyor credited an amount equal to all prepaid rents, security deposits
or other deposits previously paid to Seller by tenants of the Property with respect to the Property, said
amount. to be set forth in the rent roll. delivered by Seller pursuant to Section 5.3(c). Additionally, Buyer
aclQiowledges and.
agrees that Seller shall be permitted to continue to collect such amounts. from tenants
after Closing by any means acceptable to Seller.
(g) This Section 6.1 shall survive- Closing.
6.2 Sales Commissions. Seller and Buyer represent and warrant each to the other that they
have not dealt with any real evitate broker, sales person or finder in connection with this transaction other
than Broker. If this transaction is closed, Seller shall pay Brokers a commission pursuant to. a separate
written agreement. Brokers are independent contractors and are not authorized to.make any agreement or
representation on behalf of either party. EXCEPT` AS EXPRESSLY SET FORTH ABOVE., IN THE
EVENT` OF ANY CLAIM FOR BROKER'S OR FINDER'S FEES OR COMMISSIONS IN
CONNECTION WITH THE NEGOTIATION, EXECUTION OR CONSUIVMMATION. OF THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, EACH PARTY SHALL
INDEMNIFY AND HOLD HARMLESS THE OTHER PARTY FROM AND AGAINST ANY SUCH
CLAIM BASED UPON ANY STATEMENT, REPRESENTATION OR AGREEMENT OF SUCH
PARTY.
6.3. Recording, Escrow an¢ Qther. Costs. At Closing, Seller shall pay the cost of preparation
and recording the Deed, the Bill of Sale; the Assignment and the Notice to Tenants (if recording is
applicable), the costs of recording instruments to release any seller financings or mechanics' liens or to cure
other title matters Seller has elected to cure, bond tranisfer costs, if any, and % of any escrow fees due in
connection with the transaction contemplated by this Agreement. Buyer shall pay %a of any escrow fees
{oa322149.1 }
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due in connection with the transaction contemplated by this Agreement. Seller shall pay for all taxes and
insurance attributable to the ProPerty from the date hereof until -the date of Closing and the cost of all
revenue stamps, transfer tax or excise tax. Buyer shall pay for the cost of Buyer's title policy, with
endorsements as Buyer shall reasonably require, and any expense related to Buyer's loan. Each,party shall
pay its Own attorneys' fees. Other costs, charges, and expenses shall be borne and paid as provided in this
Agreement or in the* absence of such provision, in accordance with local custom. In the event Buyer
terminates this Agreement. pursuant to any termination right of Buyer set forth herein, other than due to a
Seller default, Boyer shall pay all fees, costs and expenses of the Title Company and Escrow Agent.
7.1 SeIlees Representations and Warranties. Seller hereby represents and warrants as of the
Effective Date, provided, however, that Seller's representations and warranties herein shall not survive the
Closing and shall merge with the instruments of Closing, as follows:
(a) Seller is a limited liability company, duly organized, validly existing, and in good standing
under the laws of the state of Its organization and is qualified to transact business in the state where the
Real -Property is.locateds Seller has all .requisite power and authority, has taken -all- actions required- by its
organizational documents and applicable law, and has obtained ail necessary consents, to execute and
deliver this Agreement, to perform Seller's undertakings pursuant to this Agreement, and to. consummate
the transactions contemplated in this Agreement. This Agreement is the legal; valid, and binding agreement
of Seller; enforceable against Seller in accordance with its terms;
(b) Neither -the execution ofthis Agreement nor the consummation by Seller ofthe transactions
contemplated hereby (i) conflicts with, results in a breach of the terns, conditions, or provisions of,
constitutes a default under, or results in a termination of, any trust, agreement, or.instrument to which Seller
is a part+ or by which Seller is bound; (ii) violates any restriction to which Seller:is subject; (iii) constitutes
a violation of any code, resolution, law, statute, regulation, ordinance, judgment, rule, decree, order,
agreement; or bylaw applicable to Seller or- any portion of the Property; or (iv) results in the creation of any
lien, charge, or encumbrance upon any portion of the Property;
(c) Seller's sole member is not a "foreign person" as defined in Section 1445(t)(3) of the
Internal Revenue Code;
(d) Seller is the sole -legal owner of good and indefeasible fee simple title to the Real Property,
and* will convey such fee simple title to Buyer on the Closing Date free and clear of all options, rights,
covenants., easements, liens, encumbrances, and other rights or interests -in .favor of third parties, other than
the Permitted Exceptions. and the rights of tenants in possession under the Leases;
(e) 'the Leases constitute all of the agreements of any kind for the possession, use, or occupancy
of any portion of the Property; except for tenants described in the Leases, there are no parties in possession
of, or that have the right to. possess, use, or occupy, any portion of the Properly as lessees, employees,
tenants at -sufferance, trespassers, or otherwise; Seller has received no written notice from any tenant, or
any other person or entity, alleging or assenting any default by Seller under any of the Leases;:except as
provided in the Leases, no. sums payable pursuant to any of the Leases, have been paid in advance of the
month of the Closing and there are no concessions, bonuses, free rent, rebates, or other matters affecting
sums payable by any tenants;
(00322149.1 )
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(f) Seller is not a party to, and Seller has no knowledge of; any presently pending or threatened
litigation, arbitration, mediation, or administrative proceeding with any person or entity whatsoever,
including, without limitation, any present tenant, mortgagee, or secured party of any portion of the Properly,
any person or entity who is a paity to any Services Contract; or any person or entity having or claiming any
interest in any portion of the Properly, or affecting or questioning Seller's title. to or use of any portion of
the Property or Seller's ability to perform Seller's obligations under this Agreement; except for the Leases,
the Service Contracts, and the Permitted Exceptions, to- Seller's current, actual knowledge, there are no
leases or coittiacfs obligating Seller or a future owner of the Property to pay any monies on or after the
Closing with regards to the Property.
(g) Seller has not received written notice. of any condemnation proceeding, proceeding
exercising or seeking to exercise the power of eminent domain, or similar action or proceeding against any
portion of the Property; and
�h) To Seller's current, actual knowledge, except as disclosed previously to Buyer and except
as disclosed by the Property Information, without •inquiry or investigation, Seller has not received any
wri#en notice of aAyof the following: (i) any violation of any Environmental Law§ (as hereinafter defined)
with regard to all or part of 'the Property; or (u) any use of the Property for -the generation or disposal of
Hazardous Substances (as hereinafter defined), except in the ordinary course of business and in accordance
with- all Environmental Laws; or. (iii) the present or past. use and/or presence of a storage tank (whether
above or -below ground) on any portion of the Real Property. To Seller's current, actual knowledge, except
as disclosed previously to Buyer and except .as disclosed by the Property information, without inquiry or
investigation, no Hazardous Substances, have been located upon, stored, handled, installed or disposed in,
on or about the Roal Properly during Seller's period of ownership of the Property in amounts or quantities
which would be required to be remediated under any Environmental Laws, except as may be disclosed to
Purchaser in the wProperty Information: As. used herein, l aardous Substances" means all hazardous or
toxic materials, substances, pollutants, contaminants, or wastes currently identified as a. hazardous
sybstance or waste, in the Comprehensive Environmental Response, Compensation and Liability Act of
1980 (commonly known as as Amended, the Superfund Amendments and Reauthorization
Act (commonly kpown as " &A"), the Resource' Conservation and Recovery Act (commonly known as
"R"), or any, other federal, st4te or local legislation or ordinances applicable to the Real Property or
the Improvements. As used herein, the term "Environ�naiental Laws" shall -mean all federal, state and:local
enviromhental laws, rules, statutes, directives, binding written interpretations, binding written policies,
` ordinances and regulations issued by any governmental authority and in effect as ofthe date of this
Agreement with respect to or which otherwise pertain to or affect the Rest Property or the Improvements,
or any portion thereof, the use; ownership, occupancy or operation of the Real Property or the
Improvements, or any portion thereof, or any owner of the Real Property, and as same have been amended,
modified or supplemented from time to time prior to the date of this Agreement, including but not limited
to CEACLA, the Hazardous Substances Transportation Act (49 U.S,C. §.1802 et seq.), RCRA, the Water
Pollution.Control Act (33 U.S.C, § '1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.),
the Clean Air Act (42 U.S.C. § 7401 et seq.); the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the
Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the'Emergeney Planning and Community Right -
to. -know Act of -1986 (42 UAC. § 11001 et seq.), the Radon and Indoor Air Quality Research Act
(42 U.S.C.. § 7401 note, et seq.), SARA, comparable state and local Iaws, and any and all rules and
regulations which have become effective prior to the date of this Agreement under any and all of the
aforementioned laws.
. {00322149.1 }
-I S-

(i) To Seller's current, actual knowledge, there are no unrecorded easements or other
unrecorded private agreements with property owners adjacent to the Property encumbering the Property.
For purposes of this Section, "Seller's knowledge" or "knowledge" shall, be defined as. the current actual
knowledge of Colin Brothers with no further inquiry or investigation necessary (who Seller represents is
the Manager of ARE Ventures L�.C, which is a Manager of Seiler, and is. fariuliar with the'Property), and
shall. not be construed to refer to the knowledge of any other employee, officer, director, shareholder,
partner, member or event of Seller or any.affiliate .of Seller, and shall in no event be deemed to include
imputed .or constructive knowledge. The reference herein to Colin Brothers is used solely as a basis to
define the scope and limit of Seller's knowledge and shall not cause such. person to incur any personal
liability for anything in connection with this Agreement, or the transactions contemplated hereunder,
including, without Iimitation, any breach of Seller's representations or warranties.
The representations and warranties contained in Section 7.1 shall not survive the Closing. If Buyer
discovers that any ofthese representations and warranties are inaccurate in any material respect prior to the
Closing, .Buyer's sole and exclusive remedy (Buyer hereby waiving all other- remedies), shall be either to
(i), termivate this. Agreement -by giving notice to $eller prior to the Closing`DaU4 in which event the:Earoest
Money, less .the Independent Contract Consideration, shall be returned to Buyer, subject to Section 9.3
below, or (H) waive such representation and warranty in its entirety and proceed to the Closing.
7.2 Buyer's Reu,_,,,resenta>tions and Warranties. As a material inducement to Seller to execute
this Agreement and consummate this transaction, Buyer represents and warrants to Seller that:
(a) Oration and Authority, Buyer has been duly organized and is validly existing in the
state of its formation, arid is or will be qualified to do business in the state in which the Real Property is
located on the Closing Date. Subject only to obtaining certain internal approvals on or before the expiration
of the Due Diligence Period, Buyer has the full right and authority and has obtained any and all consents
required to enter into this Agreement and to consummate or cause to be consummated the transactions
contemplated hereby: ThisAgreement has been, and all of the documents to be delivered by Buyer at the
Closing will be, authorized and properly executed and constitutes, or will constitute, as appropriate, the
valid and binding obligation of Buyer, enforceable. in accordance with their terms..
(b) Conflicts and Pending_ Action. There is no agreftent to which Buyer is a party or to
Buyer's knowledge binding on Buyer which is in conflict with this Agreement. There is no action or
proceeding pending or, to Buyer's knowledge, threatened against Buyer which challenges or impairs
Buyer's ability to execute or perform its obligations under this Agreement.
(c) OFAC Compliance. Buyer is currently in compliance with and shall at all times during the
term of this Agreement remain in compliance with the regulations of the OPAC (including those named on
OFAC's Specially laesignated and Blocked Persons List) and any statute, executive order (including the
September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons. Who
Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.
(00322149.1 )
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ARTICLE 8: DEFAULT AND REMEDIES
8.1 Seller's Default. In the event of any default by Seller hereunder which is .not cured within
the time specified in Sectign 8.3 below after Seller receives a notice of such default from Buyer, as Buyer's
sole and exclusive remedy for any default by Seller hereunder, in lieu of all other remedies at law, in equity,
and under this Agreement, Buyer shall be entitled (but not required) to either (i) terminate this Agreement
due to such Seller's default and all of the Earnest- Money shall be returned to Buyer, and Seiler shall
rehoburse Buyer for all documented third party costs, expenses and fees incurred by Buyer in connection
with this Agreement up to an aggregate amount not to exceed $10,000.00, within five (5) business days
after Buyer has delivered reasonable documentation to Seller evidencing such costs; or (ii) enforce specific
performance of the obligations of Seller hereunder; provided, however, if specific performance proves
impassible due to Seller's default, Buyer shall be awarded the remedy set forth in subsection (i) of this
sentence. With respect tQ any action for specific performance, the .following terms and conditions. will
apply:
(A) any such action for specific performance must be instituted, if at all, within ninety
(90) .days after the breach- or alleged breach by Seller' and, if such action is not so
instituted within such period of time, then Buyer shall'bb deemed -conclusively to have
waived the right to institute such action and tohave elected to pursue the other
remedies provided for above;
(B) no action for specific performance may be instituted by Buyer against Seller with
respect to any t reach of a representation and warranty -or failure .of any condition due
to any cause not reasonably within the control of Seller, Buyer's remedies in such
event being limited to termination. or waiver as described. above;
(C} no such action in specific performance will or may seek to require Seller to do any of
the following: (1) change the condition of the Property or restore same after any
casualty affecting the Property, (2) to expend money, post a bond, institute legal
proceedings or take other actions to cure or remove a title encumbrance or objection
or correcf ahy matter shown on a survey of the Property, or (3) secure any permit,
variance, approyal, subdivision plat or replat or consent with respect to the Property
or Seller's conveyance of the Property.
8.2 Buyer's Default. In the event of any default by Buyer hereunder which is not cured within.
the time specified in Section 8.3' below after Buyer receives it notice of such default from Seller, as Seller's
sole and exclusive remedy for any default by Buyer hereunder, in lieu of all other remedies at law, in equity,
and under this Agreement, Seller shall be entitled (but not required) to terminate this Agreement by
notifying Buyer thereof, in which event neither party shall have any further rights, duties, or obligations
hereunder, except for those rights, duties, .or obligations which expressly survive termination of this
Agreement, and Seller shall be entitled to demand and receive from the Escrow Agent the Earnest Money.
The tamest Money is not intended as a penalty, and the parties agree that the Earnest Money is a reas.onable
sum of agreed- liquidated damages, and not a penalty, under the circumstances of a default by Buyer
hereunder; because of the difficulty, inconvenience, and uncertainty of ascertaining Seller's actual. damages
in such circumstances.
8.3 Notice of Default. Except for a parry's failure to close on the Closing Date, neither party
shall have the right to declare a default by the other party and terminate this Agreement because of a failure
by such other party to perform under the terms of this Agreement unless the other party shall fail to cure
(00322149.1 }
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such failure to perform within 3 business days after its receipt of written notice of such failure to perform.
8.4 Other Expenses. If this Agreement is terminated due to the default of a party, then the
defaulting party shall pay'any fees due to the Escrow. Agent for holding the Earnest Money and any fees
due to the Title Company for cancellation of the'Title Commitment.
ARTICLE 9: EARNEST MONEY PRMIONS
9.1 Inveent Gild Use of Funds The Escrow Agent shall invest the Earnest Money in
government insured interest bearing accounts satisfactory to Buyer, shall not emimingle the Earnest Money
with any funds of the Escrow Agent or others and shall promptly provide Buyer and Seller with
confirmation of the investments made. Provided Such supplemental escrow instructions are not in coi fliot
with this Agreement -as it may be amended in writing from time to time, Seller and Buyer agree to execute
such supplemental. escrow instructions as may be appropriate to enable Escrow Agent to comply with the
terms of this Agreement.
9.2 Termination before Expiration of„pue Diligence Period. If Buyer elects to terminate this
Agreement .pursuant to' Section -2.2. Escrow Agent shall pay the Earnest Money; less the- independent '
Contract Consideration, to Buyer one (1) business day following receipt of the Due Diligence Termination
Notice from Buyer (as long as the current investment can be liquidated in one (1) day) and this Agreement
shall thereupon terminate.
9.3 Other Terminations. Upon a termination of this Agreement other than as described in
Section 9.2, either party to this -Agreement (the "Termm'idng EaV) may give written notice to the Escrow
Agent and the other party {the "Non-Terminating_Partv") of such termination and the reason for such
termination. Such request shall also constitute a request -for the release of the Earnest Money, less . the
Independent Contract Consideration, if applicable, to the Terminating Party. The Non -Terminating Party
shall then have 5 -business days in which• to abject in writing to the release of the Earnest Money to the
Terminating Party. If the Non -Terminating Party provides such an objection, then the Escrow Agent shall
retain the Eamost Money until it. receives written instructions executed by both Seller and Buyer as to the
disposition and disbursement of the Earnest Money, or until ordered by final court order, decree or
judgment, which is not subject to appeal, to deliver the Earnest Money to a particular party, in which event
the Earnest Money shall be delivered in accordance with such notice, instruction, order, decree or judgment.
9.4 inIe • le er. Except as provided in Section 9.2; Seller. and Buyer mutually agree that in
the event of any controversy regarding the Earnest Money, unless mutual written instructions are received
by the Escrow Agent directing the Earnest Money's disposition, the Escrow Agent shall not take any action,
but instead shall await the disposition of any proceeding relating to the Earnest Money or, at the Escrow
Agent's option, the Escrow Agent may interplead all. parties and deposit the Earnest Money with a court of
competent jurisdiction in which event the Escrow Agent may recover all of its court costs and reasonable
attorney9' fees. Seller or Buyer, whichever loses in any such interpleader action, shall be solely obligated
to pay such costs and fees of the Escrow Agent, as well as the reasonable attorneys' fees of the prevailing
party in accordance with the other provisions of this Agreement.
9.5 Liability of Escrow Agent. The parties acknowledge that the EEscrow Agent is acting solely
as a stakeholder at their request*and for their convenience, that the Escrow Agent shall not be deemed to be
the agent of either of the parties, and that the Escrow Agent shall not be liable to either of the parties for
100322149:1• )
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any action or omission on its part taken or made in good faith, and not in disregard of this Agreement, but
shall be liable for its negligent acts and for any loss, cost or expense incuired by Seller or Buyer resulting
from the Escrow Agent's mistake of law respecting the Escrow Agent's scope or nature of its. duties. Seller
and $uyer shall jointly and severally -indemnify and hold the Escrow Agent harmless from and against all
costs, claims and expenses, including reasonable attorneys' fees, incorred in connection with the
performance of the Escrow Agent's duties hereunder, except with respect to actions or omissions taken or
m4d4 by the Escrow Agent in bad faith, in disregard of this Agreement or involving negligence on the part
of the Escrow Agent.
9.6 Escrow Fee. Except as expressly provided herein to the contrary, the escrow fee, if any,
charged by the Escrow Agent for holding the Earnest Money or conducting the Closing shall be shared
eggally by Seller and Buyer.
ARTICLE 10: MISCELLANEOUS
10.1 Parties Bound. ]neither party may assign this Agreement without the prior written consent
of the- other, and ani such prohibited assignment shall be void; provided, however, Buyer may assign thin
Agreement without'Seller's, consent Wan Affiliate (as hereinafter defined) and either party may assign this
Agreement.without the other's consent to effect:an Exchange pursuant to.-Seciton 10;16: Subject'to-the-
foregoi;ii this Agreement- shall be binding upon and inure. to the benefit of the respective legal
represetxtatives, successors, assigns, heirs and devisees of the parties. For the purposes of this Section, the
term' 'A 'means (a) an entity in which Buyer directly or indirectly controls, is controlled by or is
under eoinimori control by Buyer,. or (b) an. entity in which Buyer, directly or indirectly, owns an economic
interest; and the term "control" means the power to direct the day -today management of such entity through
voting rights, ownership or contractual obligations.
10.2 Headin The article and section headings of this Agreement are for convenience only
and in no way limit or enlarge the scope or meaning of the:languw hereof.
10.3 Invaiidi and wai er. If any portion of this Agreement is held invalid or inoperative, then
so fat as is reasonable .and possible .the remainder of this. Agreement shall be deemed valid and operative,
and, to the- greatest extent legally possible, effect shall be, given to the intent manifested by the portion held
invalid or inoperative. The failure by either party to enforce against the other any germ or provision of this
Agreement shall not be deemed to bea waiver of such party's right to enforce against the other party the
same or any other such term or provision in the future.
10.4 Governing Law. This Agreement shall, in all respects, be governed, construed, applied,
and enforced in aocordatice with the law of the state in which the Real property is located.
10.5 Survi�y,al_. The provisions ofthis Agreement that contemplate performance after the Closing
and the obligations of the parties not fully performed at the Closing shall survive the Closing and shall not
be deemed to be merged into or waived by the instruments of Closing.
10.6 No Third Eqft Beneflciaty. This Agreement is not intended to give or confer any benefits,
rights, privileges, claims, actions or remedies to any person or entity as a third party beneficiary, decree or
otherwise.
(00322149.1)
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10.7 Entirety and Amendments. This Agreement embodies the entire agreement between the
parties and supersedes all prior agreements and understandings relating to the Property. This Agreement
may be amended or supplemented only by an instrument in writing executed by both parties to this
Agreement.
10.8 Time. Time is of the essence in the performance of this Agreement.
10.9 Confidential' . The. parties hereto will. maintain the terms of this transaction, the contents
of this Agreement and related transaction documents on a confidential basis. Each party., however, shall: be
permitted tQ disclose such information as necessary to its employees, officers, agents, membors, managers,
legal (-;ounsel, accountants, environmental consultants, equity sources and other advisors, for its bona fide
business purposes and to consummate this transaction. This provision shall not prevent disclosure of
information 0) that is in the public domain (other than information in the public .domain as a result of a
violation of this provision), (ii) that the disclosing party can demonstrate was acquired from a third party in
rightful possession Hof such. information and who is nqt prohibited from disclosing such information, or (Hi)
that is required to be disclosed *or. produced -by law or court rnder qr pursuant to oral questions,
interrogatories, requests for.informationor documents, deposition, subpoena, civil investigative demand or
similar legal process,.in which.event the disclosing. party -provide the non -disclosing party with•prwipt
notice of any request for such disclosure or production so that the non-disclosing.party may seek a protective
order or other appropriate remedy and/or Waive compliance with this provision. This provision shall
survive any termination of this Agreement.
10.10 Attorneys' Fees. If either party hereto fails to perform any of its obligations under, this
Agreement or if any dispute arises between the parties hereto concerning the meaning or interpretation of
.any provision of this Agreement, then the defaulting party or the party not prevailing in such dispute, as the
case may be, shall pay any and all costs and expenses incurred by the other party on account of such default
and/or in enforcing or establishing its rights hereunder, including, without limitation, court costs and'
reasonable attorneys' fees and disbursements incurred- by said party as the, same shall be determined by the
court, arbitrator, or arbitrators where.the same is authorized to be awarded by a provision of law, including,
but not limited to N.C. Gen. Mat. § &11.6. The -parties herby acknowledge and agree that this Agreement
is a "business contract" for purpose of N.C. Gen. Stet. § 6-21.6. Any such attorneys' fees and other expenses
incurred by either party in enforcing a judgment.in its favor under this Agreement shall be.recoverable
separately from and in addition to any other amount included in such judgment, and such attorneys' fees
obligation is intended to be severable from the other provisions of this Agreement and to survive and not
be merged into any such judgment.
10.11 Notices. All notices required or permitted hereunder shall be in writing and shall be served
oil the parties at the addresses set forth in Section 1.1. Any such notices shall be either (a) sent by overnight
delivery using a nationally recognized overnight courier, in which case notice shall be -deemed :delivered 1
business day after deposit with such courier; (b) sent byelectronic mail (including documents in pdfformat),
in which case notice shall be deemed delivered upon a successfully completed transmission of such notice
by electronic mail, or (c) sent by posonal delivery, in which case -notice shall be deemed delivered upon
receipt. Any notice given after 6:00 p.m. Jacksonville, North Carolina, or on a Saturday, Sunday or legal
holiday; shall be deemed given on the nokt business day. A patty's address may .be changed by written
notice to the other party; provided, however, that'no notice of a change of address. shall. be effective until
actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or
receive copies of any notice shall not be deemed a failure to give notice. Notices given by counsel to the
(OW2149.1 •)
-20-

Buyer shall be deemed given by Buyer and notices given by counsel to the Seller shall be deemed given by
Seller.
10,12 Construction. The parties acknowledge that the parties and their counsel have reviewed
and revised this Agreement and agree that the, normal rule of construction, to the effect that any ambiguities
are to be resolved against the drafing party, shall not be employed in the interpretation of this Agreement
or any exhibits or amendments hereto:
10.13 Calculation of Time.P.eriods. Unless otherwise specified, in computing any period of time
described herein, the day of the act or event after which the designated period of time begins to run is not
to be included and -the last day of the period so computed is to be included, unless such last day is a Saturday,
Sunday or legal holiday for national banks in the location where the Property is. located, in which event the
period. shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The last
day of any'period of tune described herein shall be deemed to end at 6M*p.m. Jacksonville, North Carolina
time: ff the Closing Date or the date for delivery of it notice or performance of some other obligation of a
party falls on a Saturday; S.uriday, or legal - holiday recognized in the State of Nortli Carolina, then the
Closing Date or such notice or performance shall be postponed until the next business day other than a
Saturday, Sunday or such legal holiday.
10.14 Procedure for Icidemnity. The following provisions govern actions for indemnity under
this Agreement. 'Promptly after. receipt by an indemnitee of notice of atiy claim, such indemnitee will, if a
elaini in respect thereof is to be inadeagainst the indemnitor, deliver to the indemnitor written notice thereof
and the indemnitor shall have the right to participate in and, if the indemnitor agrees in writing that it W. M
be respohsible- for any costs, expenses, judgments, damages and losses incurred by the indemnitee with
respect to such claim, to assume the defense thereof, with counsel. mutually 'satisfactory to the parties;
provided, however, that an iridemnitee shall -have the right to retain its own counsel, with the fees and
expenses to be paid by the indemnitor, if the. indemnitee reasonably believes that representation of such
indetilnitee- by the counsel retained by the indemnitor would be inappropriate due to actual. of potentle i
differipg: interests between such .indemnitee and any other party represented by such counsel in such
proceeding, The failure of indemnitce to deliver written notice to the indemnitor withiw a, reasonable time
after' indeb1nitee receivesnotice of any such claim shall relieve such indemnitor of any liability td the
in4emnitee under this indemnity only if and to- the extent that such failure 'is. prejudicial to its ability to
defend such acdon,.and the omission so tU deliver written notice to the indemnitor will' not relieve it of any
liability that it may have to any indemnitee other than under'this indemnity. if an indemnitee settles a claith
without the prior written consent. of the I demnitor, then the indemnitor shall be released from liability with
respect to such claim unless the indemnitor has unreasonably withheld such conseat.
10,15 Executi2a in CoRnt. s. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute
one. Agreement. To the extent signed and delivered by means of a facsimile machine or as an image
attablied. to an electronic mail (including animage in the Adobe Acrobat "pdf' format), this Agreement
shall bb treated in all manners and respects as an original Agreement grid shall be considered to have the
same binding legal effect as if it were the original signed version thereof delivered in person.
10.16 Section.1031 Exchange: Each party may consummate the purchase and sale of all or a
portion of the Property as part of a, E sc�called like kipd exchange (the " ha, e I pursuant to Section 1031
of the Internal Revenue Code of 1986, as amended (the "Code', provided that: (a) the Closing shall not
(00322149.1)
-21-

be delayed or affected by reason of the Exchange nor shall the consummation or accomplishment of the
Exchange be a condition precedent or condition subsequent to the exchanging.party's obligations under this.
Agreement; (b) the exchanging party shall effect the Exchange through an assignment of all or a portion. of
this Agreement, or its rights under this Agreement, to a qualified intermediary; (c) the non -exchanging party
Shall nqt be required to. take an assignment of the purchase agreement for the relinquished property or be
required to acquire or hold title to any real property for purposes of consummating tf�e Exchange; and (d)
the exchanging party shall pay any, additional costs that would not otherwise have been incurred by either
party had the exchanging party not consummated its purchase through. the Exchange. The 'non -exchanging
party shall not by this agreement or acquiescence to the Exchange (x) have its rights utider this Agreetent
affected or diminished in any mariner, or. (y) be responsible for compliance with or be deemed to have
warranted to the exchanging' party that the Exchange in fact complies with Section 1031 of the Code.
10.17 Junr IT
Waiver and.Judicial &egference. The parties hereby agree to waive any right to
trial by jury with respect to.any action or proceeding brought by either party or any other party, relating to
(a) this Agreement_ and/or any understandings or prior dealings between. the parties hereto, or (b) the
Property or any part thereof. The parties hereby aelmowledge and agree that this Agreement constitutes a
written"consent to waiver of trial by jury pursuant -to any applicable state statutes.
10.1$ Further Assurances. In addition to the acts and deeds recited herein and contemplated to
be performed, executed and/or delivered by either party at Closing, each party agrees to perform, execute
and deliver, but Without -any obligation to incur any additional liability or expense, on or after the CIosing,
any further deliveries and assurances as may be reasonably necessary to consummate the transactions
contemplated hereby or to further perfect the eonveyatice,-transfer and assignment of the Property to Buyer.
10.19 Limitation .of Liability. Notice is hereby given that all persons dealing with Seller shall
look to the assets of Seller for the enforcement of any claim against Seller, and none of the partners,
members, trustees, officers, employees or shareholders. of Seller assume any personal liability for
obligations entered into by or on behalf of Seller.
10.20 AS IS. BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS
EXPERIENCED' IN THE OWNERSHIP AND OPERATION OF PROPERTIES SMEAR To
THE' PROPERTY AND. THAT BUYER PRIOR TO THE CLOSING DATE WILL HAVE
INSPECTED THE 'PROPERTY TO ITS SATISFAMON AND IS Q�UALIFIEO TO MAIS SUCH
INSPECTION. BUYER ACKNOWLEDGES THAT IT IS FIVLLY RELYING -ON BUYER'S (OR
BUY)KRIS R4PRESBNTATIVES1) INSPECTIONS OF. THE PROPERTY AND NOT UPON ANY
STATEMENTS (ORAL OR WRITTEN)• W.RICH MAY HAVE BEEN MADE OR MAY BE MADE
(OR PUPORTEDIN MADE) BY SELLER OR ANY OF ITS REPRESENTATIVES INCLUDING
ANY BROKER, OVER THAN THOSE EXPRESSLY SET FORTH' IN THIS AGREEMENT AND
THE T-rfLE WARRANTIES SET FORTH IN THE SPECIAL WARRANTY DEED TO. BE
DELIVERED BY SELLER TO BUYER AT CLOSING. BUYER ACKNOWLEDGES THAT
BUYER HAS (OR BUYER'S REPRESENTATIVES HAVE), OR PRIOR TO THE CLOSING
DATE WILL RAVE, THOROUGHLY INSPECTEH.AND EXAA NED THE PROPERTY TO THE
EXTEN DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TQ EVALUATE
THE: CONDITION OF THE PROPERTY AND ALL OTHER ASPECTS OF THE PROPERTY
(INCLW- ING, BUT NOT LIMITED TO, THE ENVIRONMENTAL CONDITION OF 'THE
PROPERTY), AND BUYER ACKNOWLEDGES EXCEPT WITH RESPECT . TO THE
REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS
AGREEMENT AND THE TITLE WARRANTIES SET FORTH IN THE SPECIAL WARRANTY
(0032i149.1 }
-22-

DEED TO BE DELIVERED BY SELLER TO BUYER AT CLOSING, BUYER IS RELYING
SOLELY UPON ITS OWN (OR ITS REPRESENTATIVES') INSPECTION, EXAMMATION
AND EVALUATION OF. TOE PROPERTY. AS A MATERIAL PART OF THE
CQNSMkRATION FOR THIS AGREEMENT AND THE PURCHASE OF THE PROPERTY BY
BUYER, $DYER HEREBY AGREES TO ACCEPT THE PROPERTY ON THE CLOSING DATE
IN ITS "AS IS," "WHERE IS" CONDITION, WITH ALL FAULTS, AND WITHOUT
REPRESENTATIONS AND. WARRANTIES Off' ANY KIND, EXPRESS OR IMPLIED, OR
ARISING BY .OPERATION OF .LAW; OTII R_ , THAN - T.HOSE EXPRESSLY SET FORTH .IN .
TOI$ AGREEMENT, AND TITLE WARRANTIES EXPRESSLY SET FORTH IN- THE SPECIAL
WARRANTY'DEED TO RE DELIVERED BY SE] R TO BUYER AT CLOSING. WITHOUT
IN ANY WAY MUTING THE GENERALITY OF T$E FOREGOING, IN CONNECTION -WITH
THE 'SALE OF THE PROPERTY TO BUYER, THE SALE OF THE PROPERTY IS- WITHOUT
ANY WARRANTY OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND
THE TITLE WARRANTIES SET Pdjk R I.N. THE SPECIAL. WARRANTY DEED TO BE
DEL11".D BY SELLER TO . BUYER . AT CLOSING, .AND SELLER AND SELLER'S
QUICERS, AGENTS (INCLUDING BROKERS), DIRECTORS, EMPLOYEES, ATTORNEYS,
UQ,g1. CTORS AND AFFILIATES - (COLLECTIV LY, "SELLER'S RELATED PANTIES")
HAVE '1VIADE N49 AND EXPRESSLY A". 'SPECIFICALLY DISCLAIM,' AND BOYER
ACCEPTS THAT SELLER AND SELLER'S RELATED PARTIES HAVE DISCLAIMED, A"
AND ALL- REPRESENTATIONS, GUARANTIES OR WARRANTIES, EXPRESS. OR IMPLIED,
OR. A=WC� BY OPERATION .OF LAW (EXCEPT AS TO TITLE AS HEREINABOVE
PROVIDED), OF -OR RELATING TO THE PROPERTY, INCLUDING' WITHOUT
LIlYOTATION, . OF OR RELATING TQ: (I)' THE USE, INCOME POTENTIAL, EXPENSES,
OPERATION, CHARACTERISTICS OR CONDITION OF THE PROPERTY OR ANY PORTION
THI�REOF, INCLUDING WITHOUT LIMITATION, WARRANTIES -OF SUITAEILITY,
"DITADILIT'Y, MERCHANTAEILITY, DESIGN OR FITNESS FOR ANY SPECIFIC
I UWQSZ OR A PARTICULAR PURPOSE; (I) THE ENVIRONMENTAL CONDI TION OF THE
PROPFokTY AND THE PRESENCE +`SENCE OR AI SOLACE OF OR CONTAMINATION BY
HAIARDOU$ MATERIALS, MOLD, LEAD PAINT, OR THE COMPLIANCE OF THE
PROPERTY WITH ALL REGULATIONS OR LAWS PERTAINIl�TG TO REACTS OR THE
EWIRONMENT, INCLUDING BUT NOT L�ITED TO, THE' COMPREHENSIVE
ME ENVIRONNTAL IWSPON$E, .COMPENSATION AND LIABILITY .ACT, THE RESOURCE
CONSERVATION AND RECOVERY ACT, AND: ANY OTHER -FEDERAL, STATE OR LOCAL
LAW RELATING TQ THE ENVIRONMENT, FACE( AS MAY BE AMENDED FROM TIME TO
TIME, AND INCLUDING ANY AND- ALL REGULATION$, RULES OR PQl&gWS
PROMULGATED THEREUNDER ("ENVIItONMENTAL LAWS"); AND (III) THE SOIL.
CONDITIONS, DRAINAGE, FLOODING. CHARACTERISTICS, UTILITIES OR OTHER
CONDITIONS EXISTING IN; ON, OR UNDER THE PROPERTY. EXCEPT TO THE EXTENT
ANY.. RISK, LIABILITY, CLAIM, DAMAGE OR COST RELATES TO A SPECIFIC
REPRESENTATION OF SELLER SET FORTH IN THE AGREEMENT, BUYER HEREBY
EXPRESSLY AGREES TO ACCEPT THE PROPERTY SUBJECT TO ALL RISKS,
LIABILITIES, CLAIMS, DAMAGES AND COSTS, INCLUDING ANY LIABILITY WITH
RESPECT .TO ENVIRONMENTAL LAWS (AND AGREES THAT SELLER SHALL NOT BE
LIABLE FOR ANY ACTUAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER
DAMAGES). RESULTING OR ARISING FROM OR RELATED TQ THE CONDITION OF THE
PROPERTY. EXCEPT TO THE EXTENT ANY RISK, LIABILITY, CLAIM, DAMAGE OR
COST RELATES TO A SPECIFIC REPRESENTATION SET FORTH IN THE AGREEMENT,
(00322149.1 )
-23-

BUYER EXPRESSLY WANES (TO THE EXTENT ALLOWED BY APPLICABLE LAW) ANY
CLAIMS UNDER FEDERAL, STATE OR OTHER LAW (INCLUDING? BUT NOT LIMITED TO
COMMON LAW, WHETHER ARISING IN CONTRACT OR TORT, AND ANY AND ALL
ENVIRONMENTAL LAWS) THAT BUYER MIGHT OTHERWISE HAVE AGAINST SELLER
OR SELLER'S BROKER RELATING TO THE USE, CHARACTERISTICS OR CONDITION OF
THE PROPERTY OR ANY OF THE OTHER MATTERS DESCRIBED IN THIS. PARAGRAPH.
THE -PROVISIONS .OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING AND SHALL
INVU DIRECTLY TO THE BENMT OF SELLER'S BROKER AS WELL AS SELLER.
The Deed to be delivered by Seller to Buyer at the Closing shall incorporate the foregoing
acknowledgments of Buyer. The provisions of this Section shall survive indefinitely any Closing, delivery
of the Deed, or termination of this Agreement, and shall not be merged into any document delivered at
Closing.
MMAMP4R OF PAGE INTENTIONALLY BLANK]
(00322-149.1 }
-24-

' f r
SIGNATURE PAGE TO
PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
written below.
{00=149.1)
OSPREY COVE SOUTH, LLC,
a:CaliforWa limited liability company
By: StoneSteps. Real Estate, LLC,
a California limited liability company
Its: Manager
By:
Matt Miller, Member
By: C. -
Caleb Schroeder, Member
Dated: September 6 , 2019
1832 WILDIINGTON LLC,
a North Carolina limited liability company
BY: ARE VENTURES, LLC,
its Manager
By:
Colin Brothers, Manager
Dated: September . 6 , 2019
-25-
"Buyer"
"Seller"

SIGNATURE PAGE TO
PURCHASE AND SALE AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day And year
written below.
OSPREM COVE SOUTH; LLC,
a California limited liability company
By: StoneSteps Real Estate, LLC,
a California limited liability company
Its: Manager.
$y:
Matt Milker, Member
Caleb Schroeder, Member
Dated: September _ , 2019
`Buyer"
1831 WILMINOTON LLC,
a North Carolina limited liability company
BY: ARE VENTURES; LLC,
its Manager
By.
Colin Brothers, Manager
Dated: September , 2019
"Seller'°
t00322149.1 }
-25-

Escrow Agent has executed this joinder in order to confirm that Escrow Agent has received a fully executed
copy of this Agreement as of the date set forth below and shall hold the Earnest Money and the interest
earned thereon, in escrow, and shall disburse the Earnest Money, and the interest earned thereon, pursuant
to the provisiOW of . 'cle*9.
(00322149.1)
CHICA,W TITLE COMPANY
By:
Name:
Title: 9 . E�Groo VJ
Dated: September 2019
-26-

EXHIBIT A
DESCRIPTION & DEPICTION.00 THE REAL PROPERTY
S G allot Tud 11 cowh*bg OM Ac, Trad No ambWag 17*W Art sad Trad 1% a
d.97 Ac.,, ip sera ea aar+ey piR� tt r " Shy Pt � B"A.m �!►PaxtmeE she No.1.
Pi+e aft 1832' gzoa LWt $r%mW by yoba U Piam & Amos, P.A a Jane 209
2014 and rawWW is Bb# Book 7Sm .% OudW Comty.Regk".
vO cud nblod >ao-dw emmeM as at io" an the mM moorOW p14 Od tD de
t ma and cons cad WOO terMbs PassawO Ag een atb a tb a pardes re ad In
(00322149.1) Exhibits-