SW3240503_Lease Agreement_20240612

DocuSign Envelope ID:CB84FODF-CE10-46E2-8F43-0592D2D65BFC
CONTRACT FOR SALE AND PURCHASE OF LAND
Weddington
(+/- 79.68 Acres in Union County,North Carolina)
Parcel## 06024013 and 06024013A
THIS CONTRACT FOR SALE AND PURCHASE OF LAND(this"Contract")is made
and entered into as of the Effective Date (defined below) by and between JERRI MICHELE
PRICE, TRUSTEE OF THE J.P. PRICE TRUST U/A/D DECEMBER 8, 1992 and JERRI
MICHELE PRICE, TRUSTEE OF THE G.M. PRICE TRUST U/A/D DECEMBER 8, 1992
(collectively, the "Seller") and SHEA HOMES CAROLINA, LLC, a Delaware limited liability
company (the "Buyer").
WITNESSETH:
WHEREAS, Seller is the record owner of fee simple title to that certain real property located
in Union County (the "County"), North Carolina as more particularly described and depicted on
Exhibit "A" attached hereto and-by reference made a part hereof together with all improvements
of every nature whatsoever owned by Seller and located in or on, or attached to, or used or intended
to be used in connection with real property and all easements, rights of way, gores of land, streets,
ways, alleys, passages, sewer rights, waters, water courses, water rights and powers, and all estates,
rights, titles, interests, privileges, liberties, tenements, hereditaments and appurtenances whatsoever,
in any way belonging, relating or appertaining to the real property hereinabove described (the
"Property"); and
WHEREAS, Seller desires to sell and convey to Buyer and Buyer desires to purchase from
Seller the Property on the terms and subject to the conditions as more particularly set forth herein.
NOW, THEREFORE, for and in consideration of the premises hereof, the sums of money
paid and to be paid hereunder, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,the parties hereto do covenant, stipulate and agree as
follows:
1. Agreement to Sell and Purchase. Seller hereby agrees to sell and convey the
Property to Buyer and Buyer hereby agrees to purchase and accept the Property from Seller upon the
terms and subject to the conditions set forth in this Contract.
2. Effective Date. The date of this Contract for purposes of measuring performance
hereunder (the "Effective Date") shall be the date when the last one of the Seller and Buyer has
properly executed and delivered this Contract as determined by the date below the signatures on the
signature page.
3. Purchase Price and Method of Payment,Other Consideration. Subject to credits,
adjustments and prorations hereinafter set forth,the total purchase price for the Property shall be SIX
MILLION ONE HUNDRED SIXTY THOUSAND AND No/100 DOLLARS($6,160,000.00)(the"Purchase
Price").
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4. Earnest Money Deposit. No later than seven(7)days after the Effective Date,Buyer
shall cause the amount of Two HUNDRED THOUSAND AND No/100 DOLLARS ($200,000.00) cash
to be deposited with Chicago Title Insurance Company ("Escrow Agent") as an earnest money
deposit (the "Earnest Money Deposit"). The Earnest Money Deposit shall be held in escrow and
be applied to the Purchase Price as a Buyer credit at Closing. The Earnest Money Deposit shall
be fully refundable to Buyer during the Inspection Period. If Buyer sends the Notice to Continue
(defined below)the Earnest Money Deposit shall be non-refundable except in the event of a Seller
default or as otherwise explicitly set forth herein.
5. Seller's Disclosure Material. Within seven (7) days after the Effective Date of this
Contract, Seller shall deliver to Buyer copies of the following information and materials in Seller's
possession or reasonable control,if any,without regard to whether such information and materials are
in preliminary or final form: (a) all surveys of the Property; (b) all subdivision, master drainage,
infrastructure, engineering and other plans of the Property; (c) all preliminary plats of the Property;
(d) all permits, development orders, development agreements pertaining to the Property; (e) all
development approvals, proof of entitlements and concurrency and vested rights certificates
pertaining to the Property; (f) all governmental notices in any manner affecting the Property; (g) all
title policies and title instruments in Seller's possession pertaining to any portion of the Property; (h)
all environmental,wetlands and endangered species reports or studies pertaining to the Property; and
(i) all other similar materials relating to the Property which are in Seller's possession or reasonable
control (collectively with all materials referenced above,the"Seller's Disclosure Material").
Upon the completion of its delivery of the Seller's Disclosure Material to Buyer, Seller shall
have a continuing duty, within five (5) days of Seller's receipt of any additional or revised Seller's
Disclosure Material to make supplemental deliveries to Buyer through the date of closing of any
additional or revised Seller's Disclosure Material,including but not limited to additional information
concerning facts materially affecting the value of the Property, that come into Seller's possession or
control. In the event that the Seller fails to timely deliver the Seller's Disclosure Material in the time
frame set forth above, Buyer,in Buyer's sole discretion,may elect to extend the Inspection Period by
one (1) day for every day between the date on which the Seller's Disclosure Material was due to
Buyer and the date the Seller's Disclosure Materials are actually provided to Buyer,by giving written
notice of such extension to Seller at any time prior to expiration of the Inspection Period.
6. Representations and Warranties of Seller. Seller hereby represents and warrants
to Buyer the following (the "Representations and Warranties"), each of which shall be true as of
the Effective Date and as of the closing of the Property.
(a) Seller has the power and authority to enter into this Contract and to
consummate the transactions herein contemplated, and the execution and delivery hereof
and the performance by Seller of its obligations hereunder will not violate or constitute an
event of default under the terms or provisions of any agreement, document or other
instrument to which Seller is a party or by which it or the Property is bound.
(b) The execution, delivery and performance of this Contract by Seller and the
consummation of the transactions contemplated hereby in the manner contemplated herein
will not violate any provision of any legal requirement to which Seller or the Property is
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subject, or violate any judgment, order, writ, injunction or decree of any court applicable
to Seller or the Property.
(c) All proceedings required to be taken by or on behalf of Seller to authorize
it to make, deliver and carry out the terms of this Contract have been duly and properly
taken and this Contract is the legal, valid and binding obligation of Seller enforceable in
accordance with its terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights generally.
(d) No consent, authorization, license, permit, registration or approval of, or
exemption or other action by, any governmental or public body, commission or authority
is required in connection with the execution, delivery and performance by Seller of this
Contract.
(e) Seller has received no notice of any and, to the best of Seller's actual
knowledge, there are no proceedings at law or in equity before any court, grand jury,
administrative agency or other investigative body, or governmental department,
commission, board, agency, bureau or instrumentality of any kind pending or,to the best
of Seller's knowledge,threatened,against or affecting Seller or the Property that(i)involve
the validity or enforceability of this Contract or any other instrument or document to be
delivered by Seller pursuant hereto, (ii) enjoin or prevent or threaten to enjoin or prevent
the proposed development of the Property or the performance of Seller's obligations
hereunder or(iii) relate specifically to the Property or the title thereto.
(f) There are no existing or pending contracts of sale, options to purchase or
rights of first refusal or first offer with respect to the Property, or any part thereof,recorded
or unrecorded, and there are no tenancies relating to the Property.
(g) Except as otherwise specified herein, there are no management, service,
maintenance, or other agreements with respect to or affecting the Property, recorded or
unrecorded, which will survive the closing of the Property.
(h) To the best of Seller's actual belief and knowledge, the written disclosure of
facts known to Seller which materially affect the value of the Property, made by Seller under
the section of this Contract entitled Seller's Disclosure Material, is complete,true and correct
in all material respects and has been supplemented to include such additional facts that have
come into Seller's possession or control.
(i) Seller has not and, to the best of Seller's actual knowledge, without
independent inquiry or investigation, no third party has used, generated, transported,
discharged, released, manufactured, stored or disposed any Hazardous Material from, into,
at, on, under or about the Property in violation of any Environmental Law. To the best of
Seller's actual knowledge (a)the Property is not in violation, nor has been or is currently
under investigation for violation of any Environmental Law; (b)there has been no
migration of any Hazardous Material from, into, at, on, under or about the Property in
violation of any Environmental Law; and (c)there is not now, nor has there ever been on
or in the Property underground storage tanks or surface or below-grade impoundments used
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to store, treat or handle Hazardous Materials or debris or refuse buried in, on or under the
Property. The term"Hazardous Material(s)" as used herein shall mean any hazardous or
toxic substances,materials, chemicals, or wastes in any form and in any concentration that
is or becomes, prior to closing, regulated by the United States or any state or local
government authority having jurisdiction over the Property (including any present order
or agreement imposing liability or standards concerning any such substances, materials,
chemicals, or wastes and any future such order or agreement that becomes effective prior
to closing), and includes without limitation: any "hazardous substance," as that term is
defined in the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980 (CERCLA) (42 United States Code sections 9601-9675); any "hazardous waste,"
as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA)
(42 United States Code sections 6901-6992k); petroleum products; volatile organic
compounds; radioactive materials; asbestos and lead paint, in any form or condition; and
substances or compounds containing PCBs. The term "Environmental Law" as used
herein shall mean any federal, state or local law, ordinance or regulation, or any order,
demand or guidance document of any governmental agency, relating to Hazardous
Materials.
(j) Seller is not insolvent and is not in the hands of a receiver nor is an
application for the appointment of a receiver pending; Seller has not made an assignment
for the benefit of creditors, nor has Seller filed, or had filed against it, any petition in
bankruptcy.
(k) There are no parties other than Seller in possession of any portion of the
Property or improvements thereon as lessees, tenants, or trespassers.
(1) To the best of Seller's actual knowledge, without independent inquiry or
investigation, there are not any building moratoria, water and sewer moratoria, or other
governmental requirements of any type in effect or contemplated, which would impede
Buyer's development and use of the Property.
(m) Seller has no actual knowledge, and has made no inquiry or investigation,
of any fault lines, sink holes,unsuitable soil conditions, or other conditions on or under the
Property that would adversely affect the development of a subdivision or the construction,
sale or occupancy of homes thereon.
Notwithstanding anything in the Contract to the contrary, Seller does and shall indemnify, defend,
save, and hold harmless Buyer from and against any and all causes of action, losses, claims,
damages, liabilities, and all costs and expenses, attorneys' fees and court costs, fees and costs and
all other expenses related to, growing out of, or arising from any breach of any of the
Representations and Warranties shall survive Closing for a period of six (6) months.
7. Conditions Precedent to Closing. The following conditions must be satisfied as of
the Closing(the"Conditions Precedent"):
(a) As of the Effective Date and at the time of closing all representations and
warranties of Seller,including but not limited to the Representations and Warranties,made in
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this Contract shall be true, accurate and complete and not misleading in any material respect
and there shall have been no material breach or breaches of the same by Seller.
(b) That all matters shown on the Initial Commitment(as hereafter defined)to be
discharged at or prior to Closing are discharged by Seller.
(c) That all other obligations of Seller provided in this Contract shall have been
fully satisfied or shall have occurred or shall have been waived by Buyer in writing.
(d) That at the time of Closing there is no litigation or administrative proceeding
pending or threatened against or relating to either the Property or Seller which would preclude
Buyer's purchase and Seller's sale of the Property in the manner and for the purposes specified
and contemplated in this Contract.
(e) That at the time of Closing there are no known pending or threatened zoning
(other than any zoning proceeding instituted by Buyer), condemnation or eminent domain
proceedings against or in any way affecting the Property or any known pending or threatened
suits, actions or other proceedings against Seller or affecting the Property or its use in any
manner and that the Property and it uses are not in any manner encumbered or adversely
affected by any judgment, order, writ, injunction, rule or regulation of any court or
governmental agency or officer.
(f) That there are no pending or threatened development, building, utilities or
other moratoria, injunctions or court orders in effect.
(g) Buyer shall have obtained the following permits approvals and entitlements
for the Property (the"Permits,Approvals and Entitlements").
(i) Fully approved preliminary plat(including referendum periods if and
as applicable);
(ii) Fully approved construction drawings in substantial conformity with
the preliminary plat;
(iii) ACOE Permit and local jurisdictional wetland permits, if applicable,
as required;
(iv) Utility permits and approvals for electric,water, sewer, and reclaimed
water(if applicable) from the applicable utility providers and any and
all governing agencies;
(v) NPDES Permit; and
(vi) All other permits approvals and entitlements necessary to develop the
Property in accordance with the construction plans.
(h) That all other conditions precedent expressly set forth elsewhere in this
Contract have been satisfied or waived.
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All of the above Conditions Precedent must be satisfied on or before Closing (the "Condition
Precedent Deadline"), and if any of the Conditions Precedent remain unsatisfied on the Condition
Precedent Deadline, Buyer may (i) terminate this Contract and receive a refund of the Earnest
Money Deposit, (ii) waive the Condition Precedent without any adjustment to the Purchase Price
and proceed to Closing, or(iii) in the event the failed Condition Precedent constitutes a default of
an obligation set forth herein, exercise the remedies set forth in the default section of this Contract.
Buyer shall pursue obtaining the Permits,Approvals and Entitlements at no cost to Seller. Seller shall
provide reasonable cooperation with Buyer's efforts, and provide any owner authorizations or
consents and joinder required from the owner by the applicable governing authorities to obtain the
Permits,Approvals and Entitlements.
8. Inspections; Continuing Right of Entry. Buyer and its agents and consultants shall
have until the date that is one hundred and twenty (120) days following the Effective Date (the
"Inspection Period"), subject to further extension as set forth in the last paragraph of this Section 8,
in which to undertake at Buyer's expense, such physical inspections and other investigations of and
concerning the Property or any portion thereof including surveys, soil borings, percolation tests,
engineering and environmental studies and other tests, studies and examinations as Buyer considers
useful or desirable for Buyer and its consultants to review and evaluate the physical characteristics of
the Property,the development potential of the Property,the feasibility of the construction and sale of
homes on the Property,and to perform certain work or inspections in connection with such evaluation.
For that purpose, Seller hereby grants to Buyer and its consultants and agents or assigns, full right of
entry upon the Property during the Inspection Period and thereafter until the Closing hereunder.
Buyer, as a condition precedent to its exercise of such right of entry, specifically agrees to defend,
indemnify and save and hold Seller harmless from and against any loss,damage,liability, suit,claim,
cost or expense (including reasonable attorneys' fees) arising from the exercise by the Buyer or its
planners, engineers, surveyors, architects or other agents or consultants of such right of entry and
inspection, other than the discovery of conditions existing prior to the time of such entry but
discovered as a result of such entry. The foregoing repair, indemnity and defense obligations do
not apply to (a) any loss, liability cost or expense to the extent arising from or related to the
negligent acts or omissions of Seller, (b) any diminution in value in the Property arising from or
relating to matters discovered by Buyer during its investigation of the Property, (c) any latent
defects in the Property discovered by Buyer, and (d)the non-negligent release or spread of any
hazardous materials or regulated substances which are discovered (but not deposited) on or under
the Property by Buyer. Buyer's indemnity obligations shall survive the Closing or any earlier
termination of this Contract.
Buyer may extend this Contract beyond the Inspection Period by delivering Seller written notice
of such intent on or before the expiration of the Inspection Period (the "Notice to Continue"). If
Buyer fails to deliver the Notice to Continue for any reason whatsoever, then this Contract shall
automatically terminate and the Earnest Money Deposit shall be returned to Buyer. Buyer may
elect to terminate the Contract at any time prior to the expiration of the Inspection Period with
written notice to Seller and the Earnest Money Deposit shall be immediately returned to Buyer.
9. Evidence of Title.
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(a) Initial Commitment. Within fourteen(14)days after the Effective Date,Buyer
shall obtain, at Buyer's expense, from a licensed title agent ("Title Agent"), an ALTA
Commitment (the "Initial Commitment") for an owner's title insurance policy (the "Title
Policy") written on a title insurance company licensed in the state of North Carolina (the
"Title Company") in an amount no less than the Purchase Price evidencing that Seller is
vested with fee simple title to the Property, free and clear of all liens, encumbrances,
exceptions or qualifications whatsoever save and except for(a)those exceptions specified as
Permitted Exceptions in the Section of this Contract entitled "Conveyance of Property," (b)
those exceptions evidenced in writing as being otherwise acceptable to Buyer in its sole
discretion, and (c) those exceptions to title which are to be discharged by Seller at or before
Closing. The Initial Commitment shall include copies of all documents referenced therein.
Buyer shall pay all costs of any title search, examination or investigation, including the
costs of premium for the Title Policy or Title Policies (not to exceed the minimum
promulgated rates) to be issued pursuant to the Initial Commitment and any subsequent
commitment. The Initial Commitment shall also evidence that upon the execution, delivery
and recordation of the deeds to be delivered at Closing and the satisfaction of all requirements
specified in Schedule B, Section 1 of the Initial Commitment,Buyer shall acquire fee simple
title to the Property, subject only to the Permitted Exceptions.
(b) Title Defects Notice. If Buyer or its attorneys shall determine that the Initial
Commitment does not meet the requirements specified above, or that title to the Property is
unsatisfactory to Buyer for reasons other than the existence of Permitted Exceptions or
exceptions which are to be discharged by Seller at or before closing, then Buyer shall notify
Seller on or before expiration of the Inspection Period of those liens, encumbrances,
exceptions or qualifications to title which either are not Permitted Exceptions, are
unsatisfactory to Buyer or are not contemplated by this Contract to be discharged by Seller at
or before Closing, and any such liens, encumbrances, exceptions or qualifications shall be
hereinafter referred to as "Title Defects." Seller shall notify Buyer in writing no later than
ten (10) business days after Seller's receipt of Buyer's notice setting forth the existence of
any Title Defects and indicate to Buyer that Seller either(i)intends to cure the Title Defects
within the applicable cure period, or(ii) intends not to cure some or all of such exceptions,
identifying which of the Title Defects Seller intends to cure. If Seller elects not to cure any
of the Title Defects, then Buyer may, as it sole and exclusive remedy, either (i) terminate
this Contract with written notice to Seller within ten (10) business days of Seller's notice
and receive an immediate refund of the Earnest Money Deposit or(ii) waive the objection
and proceed to Closing.
(c) Seller's Cure of Title Defects. Seller shall have thirty(30)days,or such longer
period as Buyer may grant in its reasonable discretion, following receipt of written notice of
the existence of Title Defects in which to undertake a good faith,diligent and continuous effort
and, in fact, cure or eliminate the Title Defects which Seller has undertaken to cure to the
satisfaction of Buyer and the Title Company in such manner as to permit the Title Company
to either endorse the Initial Commitment or issue a replacement commitment to delete the
Title Defects therefrom.
(d) Updated Initial Commitment. No later than ten(10) days prior to the closing
date, Buyer shall obtain at Buyer's cost, an update to the Initial Commitment. Any matters
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disclosed which were not exceptions in the Initial Commitment shall automatically be deemed
Title Defects which Seller shall be obligated to cure unless such matters were placed of record
with Buyer's joinder and consent. Any cure of any such Title Defects shall be effected within
such time periods as were provided in connection with curing Title Defects under the Initial
Commitment.
(e) Effect on Closing Date. If Seller shall in fact cure or eliminate the Title
Defects, the Closing shall take place on the date specified in this Contract, or if the closing
date shall have passed then the Closing shall occur within fifteen (15) days after the end of
said curative period.
(f) Failure to Cure Title Defects. If Seller is unable to cure or eliminate any Title
Defects within the time allowed, Buyer may, as its sole remedy, elect to terminate this
Contract within ten(10)days following the expiration of the curative period by giving written
notice of termination to Seller, or, alternatively, Buyer may elect to close its purchase of the
Property,accepting the conveyance of the Property subject to the Title Defects,in which event
the Closing shall take place on the date specified in this Contract, subject to any delays
provided for above. If,by giving written notice to Seller within the time allowed,Buyer elects
to terminate this Contract because of the existence of uncured Title Defects, the Earnest
Money Deposit shall be returned to Buyer and upon such return the obligations of the
parties under this Contract shall be terminated except for any indemnity obligations that
survive termination. The foregoing right of Buyer to terminate the Contract upon the
failure to cure a Title Defect which Seller is obligated to cure shall not be deemed to limit
the Buyer's rights and remedies to which Buyer might otherwise be entitled for the breach
by Seller of any of its covenants, duties or obligations hereunder, or for the falsehood of
any of the Seller's material representations. The presence of an uncured Title Defect that
arises after delivery of the Initial Commitment and is caused in whole or in part by the
negligent act or omission of Seller and which is not cured in a timely manner hereunder
shall be a default of the Seller hereunder.
(g) Efforts to Cure Title Defects. When Seller has an obligation to cure Title
Defects, Seller shall act continuously, diligently and in good faith to effect such cure;
provided, however, that with respect to Title Defects raised in connection with the Initial
Commitment only, Seller shall have no obligation to expend monies or institute litigation
to cure Title Defects except as to construction liens caused by Seller and other liens,
mortgages and judgments which can be cured by the payment of a liquidated amount,either
to the lienor or to the Title Company.
10. Survey. Buyer, at Buyer's expense, may obtain a boundary survey of the Property
(the "Survey") and Seller hereby grants Buyer and Buyer's agents the right to go on the Property as
may be reasonably required to perform such work. The Survey shall be prepared by a land surveyor
duly licensed and registered as such in the State of North Carolina, (i) shall be certified by such
surveyor to Buyer, Seller, each parties' legal counsel and the Title Company, (ii) shall reference
the Initial Commitment file number, (iii) shall set forth the legal description of the Property
precisely as it appears in the Initial Commitment (or the Initial Commitment must be endorsed so
that the insured legal description mirrors the legal description in the Survey, if applicable), (iv)
shall identify whether or not each matter referenced in the Initial Commitment applies to the
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Property, (v) shall depict the boundaries of each such item that is capable of being depicted on the
Survey, (vi) shall include the original signature and seal of the surveyor, and (vii) shall be in a
form satisfactory to the Title Company to eliminate the standard survey exceptions from the title
insurance policy to be issued at Closing. Buyer shall notify Seller in writing within the period for
Buyer to notify Seller of any Title Defects specifying any matters shown on the Survey which
adversely affect the title to the Property and the same shall thereupon be deemed to be Title Defects
hereunder and Seller shall be obligated to undertake the cure thereof within the time and in the
manner provided in the Section of this Contract entitled "Evidence of Title."
11. Possession and Risk of Loss. Possession of the Property shall be surrendered by
Seller to Buyer at the time of Closing hereunder. Prior to the surrender of possession, Seller shall
commit or permit no waste, deterioration or destruction of the Property, and shall bear all risk of loss
of whatever nature.
12. Condemnation of Property. In the event that prior to Closing all or any portion of
the Property, or access thereto, is condemned, threatened to be condemned or condemnation
proceedings have been instituted by or on behalf of any public or quasi-public entity or for any public
or quasi-public use or purpose, then, in the sole and absolute discretion of Buyer, Buyer shall have
the option to, as its sole remedy,: (i) terminate this Contract and receive a refund of the Earnest
Money Deposit,or(ii)proceed with the Closing and receive a credit against the Purchase Price of any
award received or to be received (the rights to which award shall be assigned by Seller to Buyer at
Closing).
13. Conveyance of Property. At the time of closing hereunder, Seller shall convey a fee
simple interest and estate in and title to the Property by Special Warranty Deed (the "Deed") using
the legal description contained in Seller's vesting deed(s). The conveyance of the Property shall be
free and clear of all liens, encumbrances, exceptions or qualifications whatsoever; save and except
only for the following exceptions (hereinafter referred to as"Permitted Exceptions"):
(a) Ad valorem real property taxes for the year of closing and subsequent years.
(b) Local zoning ordinances and regulations.
(c) Those encumbrances, exceptions and qualifications set forth in the Initial
Commitment or any update to the Initial Commitment that have not been objected to by
Buyer.
(d) Title Defects waived or accepted in writing by Buyer.
14. Closing. Subject to the curative periods and any extensions provided for herein the
Property shall be purchased on or before the earlier of one (1) year following the Effective Date or
fifteen(15)business days following the receipt of all of the Permits,Approvals and Entitlements(the
"Closing"). At Closing, the Purchase Price for the Property shall be paid to Escrow Agent, the
Deed and other closing documents reasonably required by either party (including any appropriate
and customary affidavits of Seller and any brokers,as applicable,as assurance against the existence
of outstanding rights which could form the basis for construction liens, brokers' liens, unrecorded
easements or claims of parties in possession, permitting the Title Company to delete the standard
exceptions, including the "gap", and complying with the Foreign Investment in Real Property Tax
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Act of 1980, as amended) shall be executed, delivered and this Contract shall be closed. Upon
receipt by Buyer of a"marked up"Title Insurance Commitment showing title in Buyer as required
by this Contract, the Purchase Price for the Property closed shall be paid to Seller.
15. Closing Costs. Seller shall pay for the cost of all transfer taxes required to be paid
with respect to the Deed and other instruments of conveyance, if any. Buyer shall pay for the cost
of the (a)title search and title premiums, (b)recording fees, and(c) Survey. Escrow costs shall be
shared equally by Seller and Buyer. Each of the respective parties shall bear its own attorneys'
fees.
16. Tax Prorations. All ad valorem real and personal property taxes shall be prorated
as of the date Seller surrenders possession of the Property to Buyer. If, however, the amount of
such taxes for the year in which possession is surrendered cannot be ascertained,the rates,millages
and assessed valuations for the previous year, with known changes, if any, shall be used.
17. Special Assessments. Any special assessments or liens for governmental
improvements, which are certified, ratified or confirmed as of the date of closing shall be paid by
Seller. Any liens for governmental improvements which are certified, ratified or confirmed after
the date of Closing shall be paid by Buyer. Notwithstanding the foregoing, with respect to any
certified governmental liens that are payable in installments, Seller shall only be responsible to
pay those installments that become due prior to the date of Closing and Buyer shall be deemed to
have assumed all subsequent installments.
18. Default.
(a) Buyer Default. If Buyer fails to perform any of the covenants and agreements
set forth in this Contract on its part to be performed within the time or times specified herein,
and such failure continues for a period of ten(10)days after written notice thereof from Seller
to Buyer,the Earnest Money Deposit in escrow shall be paid to Seller as consideration for its
execution of this Contract and in full settlement of,and as liquidated damages for,any and all
claims for damages, occasioned by Buyer's default, and upon such payment this Contract
shall terminate and become null and void, and Buyer shall thereby be released from any and
all further liability or obligation under this Contract.
(b) Seller Default. If Seller fails to perform any of the covenants and agreements
set forth in this Contract on its part to be performed,and such failure continues for a period of
ten (10) days after written notice thereof from Buyer to Seller, the Earnest Money Deposit
shall be returned to Buyer on demand, or Buyer may enforce its equitable rights under this
Contract against Seller, including, but not limited to,the right of specific performance which
right is hereby specifically granted by Seller to Buyer notwithstanding that Seller does not and
shall not have the reciprocal right to demand or enforce specific performance by Buyer. In
the event that specific performance is an unavailable remedy, Buyer may recover Buyer's
actual, but not indirect or consequential damages.
19. No Publicity. Seller (including all directors, officers, partners, employees,
representatives, attorneys, and agents of Seller) shall not make any media release, public
announcement, press release, public disclosure, or any other form of publicity in any manner or
10

DocuSign Envelope ID:CB84FODF-CE10-46E2-8F43-0592D2D65BFC
medium including, without limitation, newspaper, newsletter, magazine, or electronic
communication(collectively, "Publicity")relating in any way to this Contract, including,without
limitation, regarding (i) the execution or existence of this Contract, (ii) the transaction evidenced
by this Contract, (iii) the status of the transaction evidenced by this Contract (including, without
limitation, any termination of this Contract or closing of the transaction, or portion thereof,
evidenced by this Contract), (iv)any matter related to or arising out of this Contract, (v) any of the
terms or provisions contained in this Contract, and/or (vi) any other matter related to or arising
from any of the foregoing, without the prior written consent of Buyer, in its sole and absolute
discretion. Any Publicity desired or generated by Seller shall be submitted in writing by Seller to
Buyer prior to release, and any such Publicity must not be released by Seller unless, prior to such
release, such Publicity has been approved in writing by Buyer, in its sole and absolute discretion.
Provided, however, if in the written opinion of Seller's counsel such disclosure is required by law,
then upon as much prior written notice to Buyer as is practical under the circumstances giving
Buyer an opportunity to seek an injunction or other equitable relief, Seller may disclose the
information necessary to comply with the law. In the event of a breach or threatened breach of this
no publicity paragraph, Buyer shall be entitled to all rights,recourses, and remedies available to it
under applicable law and/or in equity, including, without limitation, under the provisions of
Section of this Contract entitled "Default". The foregoing shall not limit Seller's ability to pursue
any and all governmental or quasi-governmental approvals that may be contemplated by this
Contract or that may be necessary in connection with the transaction contemplated by this
Contract, in Seller's reasonable discretion.
20. Assignability.
(a) Buyer Assignment. This Contract may only be assigned by Buyer with the
prior written consent of Seller. Any attempt by Buyer to assign this Contract without the
prior written consent of Seller will be of no effect. Notwithstanding the foregoing, Buyer
may assign this Contract, with Seller's written consent, which consent will not be
unreasonably withheld, conditioned, or delayed after written request is provided to Seller
within(10) days prior to assignment,herein described,to (i) an entity that will develop the
Property on behalf of Buyer, (ii) to a party related to Buyer and who has a majority of its
stock or other ownership interest owned or controlled by Buyer or Buyer's parent.
Notwithstanding the foregoing right of Buyer to assign the Contract with Seller's written
consent,any such assignment shall not relieve Buyer of the obligations set forth herein unless
such release is expressly consented to by Seller in writing.
(b) Seller Assignment. Seller shall not assign this Contract without giving Buyer
at least five(5)business days prior written notice of the terms and conditions of the proposed
assignment and during such period Buyer shall have a right of first refusal to accept the
proposed assignment on the same terms and conditions. In the event that Buyer does not elect
to accept the proposed assignment, Seller may, subject to the following conditions, effect the
proposed assignment on the terms and conditions offered to Buyer.
21. Litigation and Attorneys' Fees. If it shall be necessary for either party to this
Contract to bring suit to enforce any provisions hereof or for damages on account of any breach of
this Contract, the substantially prevailing party on any issue in any such litigation and any appeals
therefrom shall be entitled to recover from the other party, in addition to any damages or other relief
11

DocuSign Envelope ID:CB84FODF-CE10-46E2-8F43-0592D2D65BFC
granted as a result of such litigation, all costs and expenses of such litigation and attorneys' and
paralegal fees incurred in preparation of trial,at trial and on appeal,which shall include the cost of in
house attorneys and paralegals.
22. Time of Essence. Time is of the essence of this Contract and in the performance of
all conditions and covenants to be performed or satisfied by either party hereto. Waiver of
performance or satisfaction of timely performance or satisfaction of any condition or covenant by one
party shall not be deemed to be a waiver of the performance or satisfaction of any other condition or
covenant unless specifically consented to in writing. Whenever a date specified herein shall fall on a
Saturday, Sunday or banking holiday,the date shall be extended to the next succeeding business day.
When used herein,the term"business days" shall mean weekdays other than banking holidays.
23. Counterparts. This Contract may be executed in one or more duplicate counterparts,
each of which shall when taken together be deemed to be a fully executed original.
24. Captions and Paragraph Headings. Captions and paragraph headings contained in
this Contract are for convenience and reference only and in no way define, describe, extend or limit
the scope or content of this Contract nor the intent of any provision hereof.
25. Notices. Any notice or other communication permitted or required to be given
hereunder by one party to the other shall be in writing and shall be (i) hand delivered, (ii)mailed by
registered or certified United States Mail,postage prepaid,return receipt requested, (iii)delivered by
overnight courier service, or (iv) email to the party entitled or required to receive the same at the
address specified below or at such other address as may hereafter be designated in writing by any
such party, and any notice or other communication given by either party to the other shall be
deemed to have been sufficiently given for all purposes when made by personal delivery, upon
actual delivery by registered or certified U.S.mail or overnight courier,or upon transmittal by email
or facsimile evidenced by electronic confirmation of transmittal,to wit:
To Seller: Michele Price
71 Derrick Lane
Stafford,Virginia 22554
Email: [e-mail]
With a copy to Murchison, Taylor& Gibson, PLLC
Attn: David Martin
1979 Eastwood Road, Suite 101
Wilmington,North Carolina 28403
Email: [e-mail]
To Buyer: Shea Homes Carolina, LLC
Attention: Jay Seymoure
415 Iron Spring Drive.
Denver,North Carolina 28037
Email:[e-mail]
12

DocuSign Envelope ID:CB84FODF-CE10-46E2-8F43-0592D2D65BFC
With a copy to: Ross Kay, Esq.
655 Brea Canyon Road
Walnut, CA 91789
Email: [e-mail]
To Escrow Agent: Chicago Title Insurance Company
200 S. Tryon Street, Suite 800
Charlotte,North Carolina 28202
Attention: M. Scott Mansfield, Esq.
Telephone: [phone] ext. 105
Email: [e-mail]
26. Governing Law and Binding Effect. The interpretation and enforcement of this
Contract shall be governed by and construed in accordance with the laws of the State of North
Carolina and shall bind, and the benefits and advantages shall inure to and be enforceable by the
Buyer and Seller as well as their respective personal representatives, heirs, successors and assigns.
Whenever used,the singular name shall include the plural,the plural the singular, and the use of any
gender shall be applicable to all genders.
27. Survival of Obligations. Any provisions of this Contract which (i) by their terms
imply obligations or commitments intended to survive the closing, (ii) are not expressly intended by
the parties to be incorporated in the deed or (iii) which call for acts beyond the mere conveyance of
title and placing of Buyer in possession of the Property conveyed shall expressly survive any closing
under this Contract and shall not be merged into the deed or deeds conveying the Property to Buyer.
28. Integrated Contract, Waiver and Modification. This Contract represents the
complete and entire understanding and agreement between and among the parties hereto with regard
to all matters involved in this Contract and supersedes any and all prior or contemporaneous
agreements, whether written or oral. This Contract may not be modified or amended, nor may any
provision contained herein be waived, except in writing signed by all parties.
29. Severability. Should any court of competent jurisdiction deem any provision or
clause of this Contract to be illegal, invalid, or unconscionable and unenforceable, such provision
or clause shall be fully severable from this Contract and, in its place, there shall be added to this
Contract a similar provision as near in intent as possible but which is not illegal or unconscionable,
and this Contract shall be construed and interpreted as if such illegal, invalid or unconscionable
and unenforceable provision or clause had never comprised a part of this Contract.
30. Relationship of the Parties. Nothing contained in this Contract is intended to, or
shall, or shall be deemed to, create a joint venture or partnership of any kind between the parties
hereto, or any relationship other than that of a seller and buyer of the Property. In no event shall
Buyer have any liability or obligation whatsoever with respect to any debts, obligations or liabilities
of the Property or of the Seller unless and until Buyer shall become the owner of Property and then
only with respect to the Property.
13

DocuSign Envelope ID:CB84FODF-CE10-46E2-8F43-0592D2D65BFC
31. Further Assurances. In addition to the obligations required to be performed
hereunder by Seller, Seller agrees to perform such other acts, and to execute, acknowledge, and
deliver subsequent to the closing such other instruments, documents and other materials, as Buyer
may reasonably request in order to effectuate the consummation of the transactions contemplated
herein and to vest title to the Property in Buyer.
32. Joinder of Escrow Agent. Escrow Agent joins in the execution of this Contract for
the express purposes of agreeing to be bound by the provisions set forth in this Contract with
respect to the disbursement of the Earnest Money Deposit. Buyer and Seller hereby authorize the
disbursement and delivery of the Earnest Money Deposit by the Escrow Agent in accordance with
the terms and provisions set forth in this Contract. If,however,in the sole discretion of the Escrow
Agent some doubt exists as to when, whom or under what circumstances such Earnest Money
Deposit shall be disbursed hereunder, and the parties hereto are unable after ten (10) days' prior
written notice thereof from Escrow Agent, to agree and direct Escrow Agent, in writing, as to
when, whom or under what circumstances Escrow Agent shall disburse the same, Escrow Agent
shall be entitled to interplead said Earnest Money Deposit into the Circuit Court of the County,
without further liability or responsibility on its part. Costs, expenses and attorneys' fees incurred
by Escrow Agent in connection with any such interpleader may be deducted by Escrow Agent
from the amount of the Earnest Money Deposit prior to its deposit into the registry of the Court.
In any event, however, all parties agree that Escrow Agent shall have no liability or any further
responsibility to any party or person whomsoever for any disbursement of the Earnest Money
Deposit made by Escrow Agent in good faith unless such disbursement shall constitute a willful
breach of the duties and obligations of Escrow Agent under this Contract or gross negligence on
the part of Escrow Agent.
33. Brokerage. Seller and Buyer hereby acknowledge, represent and warrant to each
other that, other than Forde Britt of Land Advisors, whose commission shall be paid by Seller
pursuant to a separate agreement,no broker or finder has been employed by either Seller or Buyer
in connection with the sale and purchase transaction contemplated in this Contract, no
commissions are payable by Seller or Buyer to any other broker or finder in connection with this
Contract or the transaction contemplated herein, and Seller and Buyer each agrees to indemnify,
defend, save and hold the other harmless from and against the payment of any commissions or fees
or claims or liens for commissions or fees by virtue of any acts or actions undertaken by them,
respectively; it being expressly agreed that the foregoing agreement of indemnification shall
expressly survive any closing under this Contract.
34. Joint and Several Liability. Each Seller, if more than one, hereby agrees to be
jointly and severally liable for all representations and warranties and for the performance of all duties
and obligations of Seller hereunder.
(This space intentionally left blank)
14

DocuSign Envelope ID:CB84FODF-CE10-46E2-8F43-0592D2D65BFC
IN WITNESS WHEREOF, the parties have caused these presents to be executed on the day
and year first above written.
"Seller"
GGe. �ivGC
rr' ichele rice,Trustee of the J.P. 'ce Trust
d Dece er 8, 199
Je ichele Pr' e, Trustee of the G.M. Price
t u/a/d De mber 8, 1992
Executed on: (-1vTsV 1el, a0 as
"Buyer"
SHEA HOMES CAROLINA,LLC,
a Delaware limited liability company
By SHEA HOMES, INC., a Delaware
corporation, as its sole member
�DocuSigned by:
By: ��dun JJaun�
Printer GpE 315 dan Goare
As Its: Authorized Agent
8/22/2022 1 7:31:39 AM PDT
Executed on:
r—DocuSigned by:
By: jai Su?wouvt.
Print d N MM°ED949E.?ay Seymou re
As Its: Authorized Agent
Executed on: 8/22/2022 1 7:32:08 AM PDT
15

DocuSign Envelope ID:CB84FODF-CE10-46E2-8F43-0592D2D65BFC
Exhibit"A"
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1

DocuSign
Certificate Of Completion
Envelope Id:CB84F0DFCE1046E28F43C592D2D65BFC Status:Completed
Subject: Please DocuSign:SHCAR-Wesley Chapel PSA.pdf
Source Envelope:
Document Pages: 16 Signatures:2 Envelope Originator:
Certificate Pages:2 Initials:0 Jordan Goare
AutoNav: Enabled 655 Brea Canyon Rd
Envelopeld Stamping: Enabled Walnut,CA 91789-3078
Time Zone: (UTC-08:00)Pacific Time(US&Canada) [e-mail]
IP Address: 172.58.251.29
Record Tracking
Status:Original Holder:Jordan Goare Location: DocuSign
8/22/2022 7:29:55 AM [e-mail]
Signer Events Signature Timestamp
Jay Seymoure r—Doous'gned by. Sent:8/22/2022 7:31:14 AM
[e-mail] jai St,T.1,16 't- Viewed:8/22/2022 7:32:02 AM
Authorized Agent
�19F8EA3EDED949E... Signed:8/22/2022 7:32:08 AM
J.F.Shea Co., Inc
Security Level: Email,Account Authentication Signature Adoption: Pre selected Style
(None) Using IP Address:47.135.179.220
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jordan Goare r—DocuSlgnedby: Sent:8/22/2022 7:31:14 AM
[e-mail] �J Viewed:8/22/2022 7:31:23 AM
Authorized Agent
�46A677OED3n419 Signed:8/22/2022 7:31:39 AM
Shea Homes AA-Trilogy Lake Norman
Security Level: Email,Account Authentication
Signature Adoption: Pre-selected Style
(None) Using IP Address: 172.58.251.29
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/22/2022 7:31:14 AM
Certified Delivered Security Checked 8/22/2022 7:31:23 AM
Signing Complete Security Checked 8/22/2022 7:31:39 AM

Envelope Summary Events Status Timestamps
Completed Security Checked 8/22/2022 7:32:08 AM
Payment Events Status Timestamps