SW6240102_Pending Sales Agreement_20240507

AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT Including any and all addenda attached hereto("Agreement")is by and between RI-IETSOt4 COMPANIES,
INC and/or assigns("Buyer"),and RAEFORD LAND COMPANY.LLC('Seller").
FOR AND IN CONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES
HERETO AGREE AS FOLLOWS:
Section 1.Terms and Def initlons:The terms listed below shall have the respective meaning given them as set forth adjacent
to each term.
(a) "Property': The Property shall mean the entirety of Parcel ID: 694351301045. 694351301044,
694351301215 and a portion of Parcel ID:694351301216(approximately 1.05+/-acres)located In Hoke
County.North Carolina.and Seller and Buyer hereby agree that the exact acreage and boundaries of the
property to be purchased and sold shall be defined bY a subdiyisionolat prepared by Buyer and approved and
signed by Seller prior to the last day of the Examination Period(the"Plat"). If Seller has not approved and
signed the Plat prior to the last day of the Examination Period.then the Examination Period shall be extended
clay-for-day until Seller has approved and signed the Plat designating the Property. A copy of the Seller-
approved and signed Plat shall be appended to this Contract in place of Exhibit A.The Plat shall indicate which
parcel is to be sold and which parcel is to be retained in ownership by Seller.The Property will be sold together
with all Improvements. easements. licenses. privileges. appurtenances. water rights and other rights
pertaining thereto.including without limitation all air or air space rights.all subsurface rights.all riparian
rights.all title and interest of Seller in and to adjacent roads.rights of way.alleys.drainage facilities.utility
facilities.Impact fee credits.concurrency rights.development rights.sewer or water reservations or tan-in
rights,and any and all similar development rights Incident or related thereto ,Acreage purchased does not
include any additional right of way dedication existing or required by NCDOT,
parcel ID:694351301045.694351301044.694351301215.and 694351301216 (approximately 1.85+/-
acres) Zoned Residential Hoke County.North Carolina
® If this box is checked,"Property"shall mean that propertydescrlbed on Exhibit A attached hereto and Incorporated
herewith by reference as if fully set forth herein,together with all buildings and Improvements thereon and all fixtures and
appurtenances thereto and all personal property,if any,itemized on Exhibit A.
(b) "Purchase Price"shall mean the sum of payable on the
following terms:
(I) "Earnest Money"shall mean payable on terms as follows:
Upon acceptance of this contract,the Earnest Money shall be promptly deposited In escrow with Investors
Title Insurance Company(name of person/entity with whom deposited),to be applied as partial payment of
the Purchase Price of the Property at Closing,or disbursed as agreed upon under the provisions of Sections
4,6,7,8,and 9 herein. Upon execution of this Agreement,EscrowAgent,Buyer and Seller shall each sign the
Escrow Agreement attached hereto as Exhibit B.
®ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE PLACED IN AN INTEREST
BEARING ACCOUNT. ANY INTEREST EARNED THEREON SHALL BELONG TO THE ACCOUNT HOLDER IN
CONSIDERATION OF THE EXPENSES INCURRED BY MAINTAINING SUCH ACCOUNT AND RECORDS
ASSOCIATED THEREWITH.
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(II)Cash,balance of Purchase Price,at Closing in the amount The
Purchase Price is a"lump sum"price,and is not subject to any a us men ase t to num era acres of the
Property.
(c) "Closing: shallmeanthedateandtimeofrecordingthedeed. Closing shall occur on or before thirty
(30)days after the expiration of the Examination Period,with TIME BEING OF THE ESSENCE. At Buyer's election,
Closing may occur on an earlier date,with ten days advance notice to Seller. If Buyer Is prepared to purchase the
Property on or before the date of Closing as specified above and Seller falls to transfer title to the Property, as
required by Section 5 herein,on or before the date of Closing,then Seller shall pay a perd/ern penalty to Buyer at a
rate of $500.00 per day that Closing Is delayed,and Buyer shall be entitled,at Buyer's sole discretion,to deduct such
penalty from the Earnest Money,deduct such penalty from the Purchase Price,and/or seek damages for such penalty.
Should the date of Closing fall on a federal holiday or weekend,the Closing date will be adjusted to the following
business day.
(d) "Contract Date"means the date this Agreement has been fully executed by both Buyer and Seller.
(e) "Examination Period"shall mean the period beginning on the Contract Date and extending One
Hundred Elehty(1801 days after the later of i)the date of written notice to Seller confirming Buyer's successful
rezoning of the Property for Commercial Use or II)September 20,2023. Buyer shall have the option to extend the
Examination Period for two additional Thirty(301 dayperlods at.weoeneity.Should the expiration of the ExaminationC
period fal on a federafholida or weekend,the expiration date will be adjust d t the follovvyyii�g bu Iness day. ' a
(f) "Broker(s)"shall mean George Manley with Bell Manley Pronerties representing the Seller and None
representing the Buyer.At closing,Seller shall pay such brokers a commission pursuant to a separate agreement.
Buyer and Seller represent and warrant that there are no other real estate brokers or sales agents involved in this
transaction and Buyer and Seller agree to indemnify the other against any commission,finder's fees,expenses and
other charges claimed by real estate brokers other than those stated above,
(g) "Jntended use.shall mean the use of the Property for the following purpose: retail sales and general
commercial uses,
(h) "Seller's Notice Address"shall be as follows:
Raeford Land Company
PO Box 66
Raeford,NC 28376
With a copy to:
George Manley
Bell Manley Properties
235 E.Pennsylvania Ave
Southern Pines,NC 28387
910.603-8395
except as same may be changed pursuant to Section 11.
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(1) "Buyer's Notice Address"shall be as follows:
Rhetson Companies,Inc
2075 Juniper Lake Rd
West End,NC 27376
Attn: Carrie Key-Boles
[e-mail]
With a copy to:
Jim McNeill
do Clarke,Phifer,Vaughn,13renner and McNeill
135 Applecross Road
Pinehurst,NC 28374
except as same may be changed pursuant to Section 11.
Section 2. Proration of Expenses and Payment of Costs: Seller and Buyer agree that all property taxes(on a calendar year
basis),leases,rents and utilities or any other assumed rights or liabilities if any,shall be prorated as of the date of Closing.
Seller shall pay for preparation of a deed and all other documents necessary to perform Seller's obligations under this
Agreement,excise tax(revenue stamps),and other conveyance fees or taxes required by law,and the following:NIL , Buyer
shall pay recording cost,costs of any title search,title Insurance,survey and the following:N/A, Each party shall pay its own
attorneys'fees,except as provided below in Section 9.
Section 3, Sale of Property and Payment of Purchase Price: Seller agrees to sell and Buyer agrees to buy the Property for the
Purchase Price.
Section 4. Deliveries: Seller shall deliver to Buyer within 5 business days of the Contract Date copies of all title information in
possession of or available to Seller,including but not limited to: title Insurance policies,attorney's opinions on title,surveys,
easements,covenants,leases,deeds,notes and deeds of trust and easement relating to the Property.Seller authorizes(1)any
attorney presently or previously representing Seller to release and disclose any title insurance policy in such attorney's file to
Buyer and both Buyer's and Seller'agents and attorneys;and(2)the Property's title Insurer or Its agent to release and disclose
all materials in the Property's title insurer's(or title Insurer's agent's)file to Buyer and both Buyer's and Seller's agents and
attorneys. Seller shall also deliver to Buyer as soon as reasonably possible after the Contract Date copies of all presently
effective warranties or non-terminable service contracts related to the Property, If Buyer does not consummate the Closing
for any reason other than Seller default,then Buyer shall return to Seller all materials delivered by Seller to Buyer pursuant to
this Section 4,if any,and shall,upon Seller's request,assign and transfer to Seller all of its right,title and interest in and to any
and all studies,reports,surveys and other information,data and/or documents relating to the Property prepared by or at the
request of Buyer,its employees and agents,and shall deliver to Seller,upon the release of the Earnest Money,copies of all of
the foregoing without any warranty or representation by Buyer as to the contents,accuracy or correctness thereof.
Section 5. Evidence of Title: Seller agrees to convey to Buyer at Closing fee simple marketable and insurable title to the
Property by general warranty deed free and clear of all liens,encumbrances,leases,tenancies and defects of title other than:
(a)zoning ordinances affectingthe Property,(b)taxes not yet due and payable and(c)matters of record existing at the Contract
Date that are not objected to by Buyer prior to the end of the Examination Period("Permitted Exceptions");provided that
Seller shall be required to satisfy,at or prior to Closing,any encumbrances that may be satisfied by the payment of a fixed sum
of money,such as deeds of trust,mortgages or statutory liens. Seller represents and warrants that Seller Is the fee simple
owner of the Property.Sellershall not enter into or record any instrument that affects the Property(or any personal property
listed on Exhibit A) after the Contract Date without the prior written consent of Buyer, which consent shall not be
unreasonably withheld,conditioned or delayed. Prior to Closing Buyer shall have the right to secure a new ALTA/ACSM
survey of the Property(the"Survey")to be performed by a licensed surveyor in the State of North Carolina,which Survey may
be submitted to the title company for the purpose of deleting any pre-printed survey exceptions from the title commitment.
Upon the completion of the Plat,the legal description set forth therein shall be attached hereto In replacement of Exhibit A,
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and the same shall be the legal description of the Property for all purposes in connection with this Agreement,provided
however,Seller shall not be required to provide warranties of title to any property described on Exhibit A that is not otherwise
described in the deeds by which Seller received title.
Section 6.Conditions: This Agreement and the rights and obligations of the parties under this Agreement are hereby made
expressly conditioned upon fulfillment(or waiver by Buyer,whether explicit or implied)of the following conditions:
(a)Title Examination:After the Contract Date,Buyer shall,at Buyer's expense,cause a title examination to be made
of the Property before the end of the Examination Period. In the event that such title examination shall show that Seller's title
is not fee simple marketable and insurable or that there is a defect of title that will prevent or impair the Intended Use,subject
only to Permitted Exceptions,then Buyer shall promptly notify Seller in writing of all such title defects and exceptions,In no
case later than the end of the Examination Period,and Seller shall have thirty(30)days to cure said noticed defects and the
original Examination Period shall continue to run until the defects are remedied. If Seller does not cure the defects or
objections within thirty(30)days of notice thereof,then Buyer may,in its sole discretion,terminate this Agreement and
receive a return of Earnest Money(notwithstanding that the Examination Period may have expired). If Buyer is to purchase
title Insurance,the insuring company must be licensed to do business In the state in which the Property is located.Title to the
Property must be insurable at regular rates,subject only to standard exceptions and Permitted Exceptions. In the event that
the Property is subject to a lease,Seller shall provide all necessary and sufficient notices and take whatever action is necessary
to terminate said lease and remove any tenants and their personal property from the Property prior to Closing. If Seller falls
tocomplywith the requirements of the preceding sentence Seller shall be responsible for all costs and fees resulting from such
failure to comply,Including but not limited to,court costs,attorney's fees,and tenant relocation costs.
(b)jntended Use:If Buyer determines,prior to the date of Closing,that use of the Property for its Intended Use will
violate any private restrictions or governmental regulations,then Buyer may terminate this Agreement by written notice and
receive a return of the Earnest Money, and neither party shall then have any further obligations in connection with this
Agreement.
(c)Same Condition: If the Property is not in substantially the same condition at Closing as of the date of the offer,
reasonable wear and tear excepted,then the Buyer may terminate the Agreement and receive a return of the Earnest Money.
(d)Inspections and other Due Diligence: Buyer,its agents or representatives,at Buyer's expense and at reasonable
times during normal business hours,shall have the right to enter upon the Property for the purpose of physically inspecting,
examining,testing,and surveying the Property. Additionally,Buyer shall have the right,upon prior notice to Seller,to enter
any buildings or other improvements located on the Property to inspect and test for harmful or unsafe conditions,such as but
not limited to,the presence of asbestos. Buyer shall also have a right to review and Inspect all leases,contracts or other
agreements affecting or related directly to the Property and shall be entitled to review such books and records of Seller as
relate directly to the operation and maintenance of the Property. Buyer assumes all responsibility for the acts of itself,its
agents or representatives in exercising Its rights under this Section 6(d)and agrees to indemnify and hold Seller harmless from
any damages resulting therefrom, Buyer shall have from the Contract Date through the end of the Examination Period to
perform the above inspections,examinations and testing.
(e)If,prior to the expiration of the Examination Period,Buyer chooses not to purchase the Property,for any reason
or no reason,and provides written notice to Seller thereof,then this Agreement shall terminate,and the Earnest Money shall
be promptly returned to Buyer upon Buyer's request to Escrow Agent
(f)Financing: Buyer shall not be obligated to close the purchase of the Property until the final loan package for any
Buyer financing is approved in writing by Buyer's lender,provided that this financing contingency shall only apply in the event
that Buyer has applied for such financing on or before the expiration of the Examination Period.
Section 7.Environmental: Seller represents and warrants that it has no actual knowledge of the presence or disposal within
the buildings or on the Property of hazardous or toxic waste or substances,which are defined as those substances,materials,
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and wastes,including but not limited to,those substances,materials and wastes listed in the United States Department of
Transportation Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous
substances(40 CFR Part 302,4)and amendments thereto,or such substances,materials and wastes,which are or become
regulated under any applicable local,state or federal law,including,without limitation,any material,waste or substance which
is(I)petroleum,(ii)asbestos,(ill)polychlorinated biphenyis,(iv)designated as a Hazardous Substance pursuant to Section 331
of the Clean Water Act of 1977(33 U.S.C.§1321)or listed pursuant to Section 307 of the Clean Water Act of 1977(33 U.S.C.
§1317)(v)defined as a hazardous waste pursuant to Section 1004 of the Resource Conservation and Recovery Act of 1976
(42 U.S.C.§6903)or(v1)defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental
Response,Compensation and Liability Act of 1980(42 U.S.C.§9601).Seller further states that it has no actual knowledge of
any contamination of the Property from such substances as may have been disposed of or stored on neighboring tracts,and it
has no reason to suspect that such use or disposal has occurred,either during or prior to its ownership of the Property. If
Purchaser's environmental studies of the Property reveal that the Property contains any of the hazardous or toxic waste or
substances described above then,no later than ten(10)days before Closing,Seller shall remediate,mitigate,or remove all
such waste or substances as required by applicable law and in accordance with generally-accepted best practices. Purchaser
shall have the right to inspect the Property to ensure that Seller has complied with Seller's obligation to remediate,mitigate,
or remove said waste or substances,and if Seller fails to comply Purchaser mayterminate this Agreement and receive a return
of the Earnest Money regardless of whether the Examination Period shall have expired.
Section B.Risk of Loss/Damage/Repair: Until the Closing,the risk of loss or damage to the Property,except as otherwise
provided herein,shall be borne by Seller.In the event the Property is damaged so that the Property cannot be conveyed in
substantially the same condition as it was on the date of the offer,Buyer may elect to terminate this Agreement,and the
Earnest Money shall be returned to the Buyer.Except as to maintaining the Property in its same condition,Seller shall have no
responsibility for the repair of the Property,including any improvements,unless the parties hereto agree in writing.
Section 9.Earnest Money Disbursement and Other Remedies in Event of Breach: In the event this offer has not been accepted
by Seller,then the Earnest Money shall be refunded to Buyer at any time upon Buyer's unilateral request to Escrow Agent. In
the event Buyer terminates this Agreement prior to the expiration of the Examination Period,then the Earnest Money shall
be refunded immediately to Buyer at Buyer's unilateral request to Escrow Agent. In the event that any condition hereto is not
satisfied,then the Earnest Money shall be refunded to Buyer upon Buyer's request,but such return shall not affect any other
remedies available to Buyer for a breach of this Agreement, including, but not limited to, specific performance of this
Agreement.In the event of breach of this Agreement by Seller,the Earnest Money shall be refunded to Buyer upon Buyer's
request,but such return shall not affect any other remedies available to Buyer for such breach,including,but not limited to,
specific performance of this Agreement.In the event of breach of this Agreement by Buyer,the Earnest Money shall be paid
to Seller as liquidated damages and as Seller's sole and exclusive remedy for such breach and Seller waives all other remedies.
It is acknowledged by the parties that payment of the Earnest Money to Seller in the event of a breach of this Agreement by
Buyer is compensatory and not punitive,such amount being a reasonable estimation of the actual loss that Seller would incur
as a result of such breach.The payment of the Earnest Money to Seller shall not constitute a penalty or forfeiture but actual
compensation for Seller's anticipated loss,both parties acknowledging the difficulty determining Seller's actual damages for
such breach. If a court of competent Jurisdiction determines that a party has breached this Agreement,the party in breach
shall reimburse the other party for that party's reasonable attorney's fees and other costs associated with such litigation.
NOTE:Escrow Agent shall return the Earnest Money to Buyer upon Buyer's unilateral request if Buyer confirms in writing to
Escrow Agent that it terminated this Agreement in accordance with the terms of this Agreement prior to the expiration of the
Examination Period.If Buyer does not terminate this Agreement prior to the expiration of the Examination Period,then in the
event of a dispute between Seller and Buyer over the disposition of the Earnest Money held in escrow,a licensed real estate
broker is required by state law(and Escrow Agent,if not a broker,hereby agrees)to retain the Earnest Money in the Escrow
Agent's trust or escrow account until Escrow Agent has obtained a written release from the parties consenting to its
disposition or until disbursement is ordered by a court of competent Jurisdiction.Alternatively,if a broker or an attorney
licensed to practice law in North Carolina is holding the Earnest Money,the broker or attorney may deposit the disputed
monies with the appropriate clerk of court in accordance with the provisions of N.C.G.S.§93A-12.
Seller and Buyer hereby agree and acknowledge that the Escrow Agent assumes no liability in connection with the holding of
the Earnest Money pursuant hereto except for negligence or willful misconduct of Escrow Agent.Escrow Agent shall not be
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responsible for the validity,correctness or genuineness of any document or notice referred to under this Agreement. Seller
and Buyer hereby agree to indemnify,protect,save and hold harmless Escrow Agent and its successors,assigns and agents
pursuant to this Agreement,from any and all liabilities,obligations,losses,damages,claims,actions,suits,costs or expenses
(including attorney fees)of whatsoever kind or nature Imposed on,incurred by or asserted against Escrow Agent which in any
way relate to or arise out of the execution and delivery of this Agreement and any action taken hereunder;provided,however,
that Seller and Buyer shall have no such obligation to indemnify,save and hold harmless Escrow Agent for any liability incurred
by,imposed upon or established against it as a result of Escrow Agent's negligence or willful misconduct.
Section 10.Closing: At Closing,Seller shall deliver to Buyer a General Warranty Deed on the current NC Bar Form-a Non-
Warranty Deed on the current NC Bar Form(If applicable)(whichever is specified by Buyer's title insurer),the Reciprocal
Easement Agreement and/or Restrictive Covenants Agreement required by Sections 20 and 21, if applicable, and other
documents customarily executed by a seller In similar transactions,including without limitation,an owner's affidavit,lien
waiver forms and a men-foreign status(pursuant to the Foreign Investment In Real Property Tax Act),and Buyer shall pay to
Seller the Purchase Price. At Closing,the Earnest Money shall be applied as part of the Purchase Price. The Closing shall be
held at the office of Buyer's attorney or such other place as the parties hereto may mutually agree. Unless otherwise agreed
herein,exclusive possession of the Property,free and clear of any tenancies,leases,or other rights of possession,shall be
delivered at Closing and all personal property shall be removed from the Property on or before Closing.
Section 11.Notices: Unless otherwise provided herein,all notices and other communications which may be or are required
to be given or made by any party to the other in connection herewith shall be in writing and shall be deemed to have been
properly given and received on the date:(I)delivered by facsimile transmission or by electronic mall(e.g.email),(II)delivered
in person,(lii)deposited in the United States mall,registered or certified,return receipt requested,or(iv)deposited with a
nationally recognized overnight courier,to the addresses set out in Section 1(h)and Section 1(i)(as applicable),or at such
other addresses as specified by written notice delivered In accordance herewith. Notwithstanding the foregoing,Seller and
Buyer agree that notice may be given on behalf of each party by the counsel or broker for each party and notice by such
counselor broker in accordance with this Section 11 shall constitute notice under this Agreement. In the event any notice
date occurs on a non-Business Day,then such date shall be extended until the next succeeding Business Day.Counsel to
Seller or Purchaser may send and receive notices or other communications under this Agreement.
Section 12.Entire Agreement: This Agreement constitutes the sole and entire agreement among the parties hereto and no
modification of this Agreement shall be binding unless in writing and signed by all parties hereto.
Section 13. Enforceability: This Agreement shall become an enforceable contract when a fully executed copy has been
delivered to both parties.This Agreement shall be binding upon and inure to the benefit of the parties,their heirs,successors
and assigns and their personal representatives.
Section 14.Adverse Information and Compliance with Laws:
(a)Seller Knowledge: Seller has no knowledge of(I)condemnation(s)affecting or contemplated with respect to the
Property; (ii) actions,sults or proceedings pending or threatened against the Property; (Ill) changes contemplated In any
applicable laws,ordinances or restrictions affecting the Property;(iv)private restrictions or governmental regulations that
would prohibit the Intended Use or(v)governmental special assessments,either pending or confirmed,for sidewalk,paving,
water,sewer,or other improvements on or adjoining the Property,and no owners'association special assessments,except as
follows: . (insert"None"or the identification of such assessments,If any).Seller shall pay all owners'association
assessments and all governmental assessments,if any,unless otherwise agreed as follows:. Seller represents that the regular
owners'association dues,if any,are$N/A per N/A
(b)Qmpllance:To the best of Seller's knowledge and belief,(I)Seller has complied with all applicable laws,ordinances,
regulations,statutes,rules and restrictions pertaining to or affecting the Property;(il)performance of the Agreement will not
result in the breach of,constitute any default under or result in the imposition of any lien or encumbrance upon the Property
under any agreement or other instrument to which Seller is a party or by which Seller or the Property is bound;and(ill)there
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are no legal actions,suits or other legal or administrative proceedings pending or threatened against the Property,and Seller
is not aware of any facts which might result in any such action,suit or other proceeding.
Section 15.Survival of Representations and Warranties: All representations,warranties,covenants and agreements made by
the parties hereto shall survive the Closing and delivery of the deed. Seller shall,at or within six(6)months after the Closing,
and without further consideration,execute,acknowledge and deliver to Buyer such other documents and Instruments,and
take such other action as Buyer may reasonably request or as may be necessary to more effectively transfer to Buyer the
Property described herein in accordance with this Agreement. Without limiting the generality of the foregoing sentence,
Seller hereby agrees to take whatever action Is necessary to order cessation and disconnection of utilities or other services
that are listed in Seller's name or require Seller's authorization for such cessation and disconnection.
Section 16.Applicable Law:This Agreement shall be construed under the laws of the North Carolina.
Section 17.Tax-Deferred Exchange: In the event Buyer or Seller desires to effect a tax-deferred exchange In connection with
the conveyance of the Property,Buyer and Seller agree to cooperate in effecting such exchange;provided,however,that the
exchanging party shall be responsible for all additional costs associated with such exchange,and provided further,that a
non-exchanging party shall not assume any additional liability with respect to such tax-deferred exchange.Seller and Buyer
shall execute such additional documents,at no cost to the non-exchanging party,as shall be required to give effect to this
provision.
Section 18. Assignment: Buyer may assign this Agreement upon written notice to Seller.
Section 19.Authority: Each signatory to this Agreement represents and warrants that he or she has full authority to sign this
Agreement and such instruments as may be necessary to effectuate any transaction contemplated by this Agreement on
behalf of the party for whom he or she signs and that his or her signature binds such party. Any signature on a copy of this
Agreement sent electronically or by facsimile shall be binding upon transmission and the electronic or facsimile copy may be
utilized for the purpose of this Agreement.
Section 20, Access to Public Roads,Reciprocal Easement Agreement:Seller agrees that it will execute a shared access
easement at Closing that substantially conforms to Buyer's standard Reciprocal Easement Agreement form and Buyer's
standard Restrictive Covenants Agreement form,as outlined in Section 21 below,if Seller owns property that is currently
served by a shared access easement that encumbers the PropertyQr if a governmental agency requires Buyer to establish
a shared access easement benefitting Seller's property and encumbering the Property.
Section 21, Restrictions:If the Property is a portion of a larger parcel owned by Seller or If Seller owns parcel(s)adjacent
to the Property then Buyer and Seller agree to enter into an agreement that substantially conforms to Buyer's standard
Restrictive Covenants Agreement form,at Closing, If the parcel(s)shares an access-way with the adjacent property,then
Buyer and Seller agree to enter into a Restrictive Easement Agreement as provided above In Section 20 at Closing.
The Seller agrees to restrict the following direct competition: Family Dollar Store,Bill's Dollar Store,Dollar Tree,Dollar
Zone,Variety Wholesale,Dollar Express,Ninety-Nine Cents Only,Deals,Bonus Dollar,Maxway,Super Ten,Planet Dollar,
Big Lots,Walgreens,CVS,Rite Aid,or any Wal-Mart concept including but not limited to:Super Wal-Mart,Wal-Mart,
Walmart Neighborhood Market,or Walmart Express.
The Seller agrees to restrict the following noxious uses: (a)for any unlawful purpose or in any way which would constitute
a legal nuisance to an adjoining owner or occupant;(b)as a discotheque,dance hall or night club;(c)as a massage parlor;(d)
funeral parlor;(e)bingo parlor;(f)car wash;(g)any use which emits a strong,unusual,offensive of obnoxious odor,fumes,
dust or vapors,or any sound which can be heard outside of any buildings on the two tracts,except that any usual paging
system be allowed;(h)any assembling,manufacturing,distilling,refining,smelting,agricultural,or mining operation;(I)any
"second-hand—stem-er liquidation outlet;(j)any mobile home park,trailer court,labor camp,Junk yard,recycling facility or
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stock yard;(k)any dumping,disposing,incineration or reduction of garbage(exclusive of garbage compactors located near
the rear of any building);(I)any dry cleaners performing on-site cleaning services;(m)any automobile,truck,trailer or
recreational vehicles sales(provided there shall be no vehicles parked in such a manner as to block slgnageor store visibility
for DG and vehicles will not be off-loaded in such a way so as to block shared drive aisles or access points),leasing,storage,
display or body shop repair operation;(n)any living quarters,sleeping apartments or lodging rooms;(o)any-veterinary
hospital-or animal raising facilities(except this provision shall not prohibit pet shops and shall not prohibit the provision of
veterinary services in connection with pet shops or pet supplies business) Any veterinary hospital will be prohibited from
allowing any outdoor kennels or outdoor boarding;(p)any establishment selling or exhibiting paraphernalia for use with
illicit drugs,and establishment selling or exhibiting materials or devices which are adjudicated to be pornographic by a
court of competent jurisdiction,and any adult bookstore,adult video store or adult movie theater;(q)any bar or tavern;
provided,however,a bar within a restaurant shall be permitted;(r)any pool or billiard hall,gun range or shooting gallery,
or amusement or video arcade;(s)any use which creates fire,explosives or other hazards;and(t)facilities for the use of
treating addiction including but not limited to Inpatient or outpatient substance abuse treatment facilities,
pharmacological treatment facilities,safe injection sites and methadone maintenance therapy or clinics.
Section 22.Permits:Seller agrees to sign and/or execute all documents pertaining to the acquisition of plans approval and
permits from government agencies including,but not limited to,DEQ,NCDOT,and municipal agencies.Seller expressly agrees
to allow Buyer to apply for zoning applications,plans approval,easements,and permits prior to Closing,and Seller hereby
appoints Jamie S.Encinosa of Rhetson Companies,Inc and Jim McNeill of Clarke,Phifer,Vaughn,Brenner,and McNeill,PLLC
as Seller's attorneys-in-fact for the purpose of managing any zoning applications necessary to ensure that the Intended Use is
legally permitted on the Property.
Section 23. Subdivision/Combination: Buyer,at Buyer's sole cost and expense,shall obtain subdivision and combination
approval from the Town of Raeford for the creation of the Property lot substantially as depicted on Exhibit A (the
"Subdivision"),and Seller shall dedicate any land,grant any easements and/or pay for any off-site improvements as may be
required to obtain the Subdivision.Seller agrees to reasonably cooperate with Purchaser's efforts to obtain the Subdivision,
at no cost to Seller.As a condition of Closing,and prior to the end of the Examination Period,for the benefit of both Buyer and
Seller,the parties shall have approved for execution,acknowledgment and delivery for recording at Closing,a form of cross-
access, utility, sign, drainage, and such other easements as may be reasonably necessary or required pertaining to the
development and operation of the Property and the adjacent property of Seller,each as preliminarily shown on the Subdivision
plat attached hereto as Exhibit A.Buyer's obligations to close pursuant to this Agreement,are expressly contingent on Buyer
and Seller working together to obtain the Subdivision.In the event efforts to obtain the Subdivision are rejected by the
appropriate governmental authority, Buyer shall have the right to terminate this Agreement and the Deposit shall be
disbursed as provided In Section 9.
THIS DOCUMENT IS A LEGAL DOCUMENT. EXECUTION OF THIS DOCUMENT HAS LEGAL CONSEQUENCES THAT
COULD BE ENFORCEABLE IN A COURT OF LAW. IF YOU DO NOT FEEL THIS DOCUMENT MEETS YOUR NEEDS,YOU
MAY WISH TO CONSULT YOUR ATTORNEY.
[Signature Page to Follow]
n (Pngo8of13)
DuycrI,tunla._ (I Scllcrhllhdi

SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF R. PROPERTY
BUYER: SELL ft:
RI IETSON COM4N I9,INC RA FORD LAND COM ANY
By: /�l!� By:
Na,ie.RIchariiVincent Name:
Title:Executive Vice President of Real Estate Title:
Date:4/28/2023 Date: SI 41 23
The undersigned hereby acknowledges receipt of the Earnest Money set forth herein and agrees to hold said Earnest Money
in accordance with the terms hereof.
INVESTORS TITLE INSURANCE COMPANY
Date: _ By:
(Pogo 9 o f l 3)
Buyer lritlols__W Sellerfslliats _

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(Pogo 1Oof13)
DuyorIt Idols_eV Seller h Idols,

"Exhibit 13"
ESCROW ADDENDUM
This Escrow Addendum dated (this "Addendum"), Is hereby made a part of that certain Agreement for
Purchase and Sale of Real Property having an Effective Date of (the"Sales Contract"),by and between Raeford
Land_Company as seller thereunder("Seller"),and Rhetson Comnanles.Inc as purchaser thereunder("Purchaser").Investors
Title Insurance Company,a North Carolina corporation("Escrow Agent"),has executed this Addendum for the sole purpose
of consenting to the terms of this Addendum.
Required SELLER Information: Required PURCHASER Information:
Tax ID: Tax ID:20-1034440
Mailing address: Mailing address:2075 Juniper Lake Road,West End,NC
27376
Telephone: Telephone:[phone]
Email: Email:[e-mail]
WHEREAS,Seller and Purchaser desire that the closing of the transaction contemplated by the Sales Contract take place
In accordance with the terms and provisions of this Addendum.
WHEREAS,pursuant to Section One of the Sal�,Purchaser and Seller have appointed Investors Title Insurance
Company to hold earnest money in the amount o (the"Escrowed Funds'),which sum will be held in accordance
with the terms of this Addendum and the Sales Contract,
NOW,THEREFORE,in furtherance of the transaction contemplated by the Sales Contract,and for and in consideration
of$250.00 cash paid In hand to Escrow Agent,and for other good and valuable consideration,the receipt and sufficiency of
which are hereby acknowledged,the parties hereto hereby covenant and agree as follows:
1. Seller and Purchaser hereby designate,constitute and appoint Investors Title Insurance Company as Escrow Agent
under this Addendum to hold Escrowed Funds,and Escrow Agent accepts such designation and appointment,and
agrees to act in accordance with the terms of this Addendum. It is hereby expressly understood and agreed that in the
event a conflict should arise as between the terms of this Addendum and those of the Sales Contract,the terms of this
Addendum will control.
2, Notwithstanding any provisions regarding Interest in the Sales Contract,Purchaser and Seller hereby request that
the Escrowed Funds(select ONE option;if neither is selected,the second option below will be deemed selected):
accrue interest to the benefit of Purchaser(if left blank, Purchaser will be beneficiary,In accordance with 26
CFR§1.468B-7).
❑ do not accrue interest to the benefit of Purchaser/Seller.
3. All checks,money orders,wires or drafts sent to Escrow Agent under this Addendum will be processed for collection
in the normal course of business,Escrow Agent will deposit the Escrowed Funds in a segregated savings account with
a federally-insured banking institution,All funds received by check will be held for a minimum of five(5)business days
prior to transfer to a segregated account or disbursement.
4. (a)Purchaser Sales ContractTermination during Examination Period,The Purchaser and Seller herebystipulate I)the
Examination Period Is defined pursuant to Section 1(e)of the Sales Contract,as may be amended from time to time
and II) Purchaser has the unilateral right,for any reason or no reason,to terminate the Sales Contract during the
(Pogo 11 oft)
Buyerhilialt, eV! Seller hIdols IKY/

Examination Period,and upon such termination,is entitled return of the Escrowed Funds plus any interest earned
thereon,
Notwithstanding any terms in this Addendum or In the Sales Contract to the contrary,in the event Purchaser x)
provides written notice of Purchaser's termination of the Sales Contract during the Examination Period by deposit
with a nationally recognized overnight courier or in the United States mall, registered or certified,return receipt
requested,to the Seller's address set forth on page one of this Agreement and y)provides Escrow Agent written notice
thereof,Escrow Agent shall disburse to Purchaser all Escrowed Funds including any interest earned thereon,without
the necessity for additional notification to,or approval by,Seller.
By their acknowledgment below,Seller hereby specifically waives any and all claims or causes of action Seiler may
have as to Escrow Agent's actions pursuant to this section 4(a).Seller hereby further states Seller has either executed
this Addendum subsequent to the review of Seller's counsel or has competently chosen not to retain counsel to review
this Addendum.
(b) Other Disbursements. Upon Escrow Agent's receipt of consistent written instructions from both Seller and
Purchaser,or their respective counsel or brokers,Escrow Agent will disburse the Escrowed Funds in accordance with
such instructions. Such instructions may be given in duplicate counterparts and delivered via electronic mall,Escrow
Agent requests delivery of such instructions at least twenty-four (24) hours before disbursement is needed.
Notwithstanding the foregoing provisions of this Section 4,in the event that Seller or Purchaser provides Escrow
Agent and the other party with a written certification claiming the Escrowed Funds pursuant to certain provisions of
the Sales Contract,Escrow Agent,at its absolute and sole discretion,may elect to proceed by:(I)notifying Purchaser
and Seller that it intends to disburse the Escrowed Funds in accordance with such request unless the non requesting
party delivers a written objection to such requested disbursement within ten(10)business clays after receipt of said
notice,and (ii)so disbursing the Escrowed Funds to the requesting party after such ten (10) business day period,
provided the non-requesting party has not objected to such disbursement in accordance with this Section.Upon such
a disbursement,Escrow Agent will be released and discharged from any further duty or obligation hereunder.
5. Escrow Agent will be entitled to rely upon the instructions and other matters covered thereby,and will not be required
to investigate the authority of the person executing and delivering such instructions,or otherwise verify the accuracy
of the statements or information presented therein,
6. Escrow Agent will not be accountable for any incidental benefit,which may be attributable to the Escrowed Funds.
Escrow Agent will not owe a fiduciary responsibility to Purchaser and Seller,and will be a stakeholder only and not
liable for any losses,costs or damages it may incur in performing its responsibilities hereunder unless such losses,
costs or damages arise out of the willful default or gross negligence of Escrow Agent or its agents.Furthermore,and
in no way limiting the forgoing sentence,Escrow Agent will not be liable for any loss or damage resulting from the
following:
a. Any default,error,action,or omission of any other party;
b. The expiration of any time limit unless such time limit was known to Escrow Agent and such loss is solely
caused by failure of Escrow Agent to proceed in its ordinary course of business;
c. Any loss or impairment of funds while on deposit with a federally-insured bank, resulting from failure,
insolvency or suspension of such bank;and
d. Escrow Agent's compliance with any and all legal process,writs,orders,judgments,and decrees of any court,
whether issued with or without Jurisdiction and whether or not subsequently vacated,modified,set aside or
reversed.
7. In the event of a dispute hereunder between Seller and Purchaser(or their successors or assigns),Escrow Agent will
have the right,exercisable in its sole discretion,to resign by giving written notice to Seller and Purchaser,specifying a
date on which such resignation will take effect,which will be no earlier than ten(10)business days after the delivery
(Pngo12ofI3)
Buyer h111811_0 Seiler hldnial9J

of such notice.Promptly upon receipt of such notice,Seller and Purchaser will appointa mutually acceptablesuccessor
escrow agent. Upon delivery by the successor escrow agent to Seller, Purchaser,and Escrow Agent of a written
instrument accepting such appointment,the successor escrow agent will succeed to all the rights and duties of Escrow
Agent hereunder. If a successor escrow agent is not appointed by the expiration of such ten(10)business day period,
Escrow Agent will have the right,exercisable in its sole discretion,to be discharged by tendering unto the registry or
custody of any court of competent jurisdiction the Escrowed Funds,together with any such legal pleadings as it deems
appropriate.In such an event,Escrow Agent will have the right to charge an administrative fee of$750.00 toward its
costs,which will be In addition to any Escrow Agent fee charged. At Escrow Agent's discretion,all applicable fees
charged by Escrow Agent may be withheld from the Escrowed Funds tendered to the court. Purchaser and Seller will
indemnify and hold harmless Escrow Agent for all of its expenses,costs and reasonable attorneys'fees incurred In
connection with such interpleader action in excess of$750.00.Escrow Agent will have the right to deduct its unpaid
fee and any costs It has incurred for overnight delivery charges or wire transfer fees from the Escrowed Funds prior
to disbursement.
8. The terms and provisions of this Addendum are for the benefit of Seller,Purchaser,and Escrow Agent and their
respective successors and assigns only.Nothing contained herein will be deemed or construed to inure to the benefit
of any other person or party,it being the express intent of Seller,Purchaser,and Escrow Agentthat no such person or
party will be entitled to any of the benefits hereunder,except as expressly provided herein.
9. This Addendum is intended as a contract under the laws of the State of North Carolina and will be governed thereby
and construed in accordance therewith.
10. This Addendum may be executed by electronic signatures, which for all purposes will be deemed to constitute
originals. This Addendum may be executed In counterparts,all of which when taken together will be deemed one
original.
IN WITNESS WHEREOF,the parties hereto have executed this Addendum as of the day,month and year first above
written.
SEI I ER: PURCHASER:
______
RA FORD LAND COMPA RHETSON C9MANiE INC
B ` ,_> R�' By: 77:-.1%
am . l Narl`Ie:RlrhafdVincent
Title: Title:Executive Vice President of Real Estate
ESCROW AGENT:
Investors Title Insurance Company,
a North Carolina corporation
By; _
Name:
Title:
(Pogo 13 al 3)
Iluycrinlliuls__eli_ . Scllerhlliols ici,_
I