SW6241005_Development Agreement_20241105

PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), being effective as
of the "Effective Date" (as defined below), is made and entered into by and between PARROUS
PROPERTIES, L.L.C., a North Carolina limited liability company ("Seller")and CA PROPERTY
ACQUISITIONS, LLC, an Ohio limited liability company, or its assigns ("Buyer"). As used in
this Agreement, the term "Effective Date" shall mean the date that is the later of the dates this
Agreement is signed by both Seller and Buyer.
IN CONSIDERATION of the mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of all of which are hereby
acknowledged, the parties do hereby agree as follows:
1. PURCHASE AND SALE. Subject in all respects to the terms and conditions set
forth in this Agreement, Seller hereby agrees to sell, and Buyer hereby agrees to purchase portions
of two tracts of real property located at (i) 1517 NC 24-87, Cameron, NC commonly known as
Harnett County Parcel ID: 9584-88-8'752.000&(ii)NC 24-87,Cameron,NC commonly known as
Harnett County Parcel ID: 9584-88-9658.000 containing approximately 1.00 acre and being more
particularly described on Exhibit:A, attached hereto and made a part hereof, together with all
vegetation,improvements and fixtures thereon,all rights,privileges,easements and appurtenances
thereunto belonging,all oil, gas and minerals thereon and thereunder to which Seller has title,and
all roads, improvements, driveways and utility facilities,if any,thereon belonging to Seller(all of
the foregoing being collectively referred to herein as the"Property").
2. PURCHASE PRICE. The purchase price (the "Purchase Price") for the Property
shall be
3. EARNEST MONEY, Within Five (5) business days of the Effective Date of this
Agreement, Buyer will deposit with Title Company (as hereinafter defined) earnest money in the
amount of Five Thousand and 00/100 Dollars ($5,000.00) (the "Initial Earnest Money"). For
purposes of this Agreement, the Initial Earnest Money and, to the extent deposited, the Additional
Earnest Money (as defined below), together with any interest earned on any of such amounts,shall
be referred to herein as the "Earnest Money." The Earnest Money shall be held and disbursed by
the Title Company in accordance with the terms and provisions of a separate Escrow Agreement,
the form of which is attached hereto as Exhibit C. The Earnest Money shall be applied towards the
Purchase Price at Closing.
4. BUYER DUE DILIGENCE:
(a) Due Diligence Period. Buyer shall have a period of one hundred eighty
(180)days(the"Due Diligence Period"),commencing upon the Effective Date of this Agreement,
in which to determine, in its sole and absolute discretion, and for any reason whatsoever, whether
it desires to purchase the Property as herein provided. If Buyer elects not to purchase the Property,
Buyer shall send written notice thereof to Seller and the Title Company not later than the expiration
of the Due Diligence Period, and upon receipt of such notice the Title Company shall return the
Earnest Money to Buyer. In such event this Agreement shall terminate and neither party shall have
any further rights or obligations hereunder other than those rights or obligations which are

expressly stated to survive expiration or termination of this Agreement. Buyer shall have the right
and option at any time prior to the expiration of the Due Diligence Period (as the same may have
been previously extended) to extend the Due Diligence Period for two (2) additional successive
periods of thirty(30)days each,by written notice to Seller,and by depositing with Title Company,
an amount equal to Five Thousand and No/100 Dollars ($5,000.00) for each extension (any such
payments made to extend the Due Diligence Period as herein contemplated,to the extent made,being
referred to herein as the"Additional Earnest Money"). The Additional Earnest Money shall be non-
refundable, unless this transaction fails to close as a result of Seller's non-performance; provided
however, in all cases the Additional Earnest Money shall be applied as a credit in favor of Buyer
against the Purchase Price at Closing.
(b) Buyer's Right to Make Inspections During the Due Diligence Period,
Seller shall make the Property available for inspection by Buyer, exercisable through Buyer's
agents and employees continuously from the date of this Agreement through the last day of the
Due Diligence Period, and Buyer may, at Buyer's sole risk and expense, undertake a complete
physical inspection of the Property and all mechanical systems and equipment located thereon as
Buyer deems appropriate,for Buyer's acquisition and development of the Property. Buyer's right
to inspect the Property shall include the right to perform invasive environmental testing if
determined necessary by Buyer, Buyer's inspections shall not unreasonably damage the Property
or unreasonably interfere with Seller's use of the Property. Buyer shall provide Seller reasonable
advance notice of and Buyer shall cause its agents or representative and third party service
providers (e.g. inspectors,surveyors,etc.)to give reasonable advance notice of any entry onto the
Property. Buyer assumes all responsibility for the acts of itself and its agents or representatives in
exercising its rights under this Section 4(b) and agrees to indemnify and hold Seller harmless from
any damages resulting therefrom, reasonable wear and tear excepted. This indemnification
obligation of Buyer shall survive the Closing or earlier termination of this Agreement,for six (6)
months. Prior to any entry by Buyer or any of Buyer's designees onto the Property, Buyer shall:
(i) if Buyer does not then have such a policy in force, procure a policy of commercial general
liability insurance, issued by an insurer reasonably satisfactory to Seller, covering all Buyer's
inspection activities (the "Buyer's Activities"),with a single limit of liability (per occurrence and
aggregate) of not less than $1,000,000.00; and (ii) deliver to Seller a Certificate of Insurance,
evidencing that such insurance is in force and effect, and evidencing that Seller has been named
as an additional insured thereunder with respect to any Buyer's Activities (such Certificate of
Insurance shall be delivered to Seller, at the address for notices set forth in the Agreement). Such
insurance shall be written on an "occurrence" basis and shall be maintained in force until at least
the earlier of(x) the termination of this Agreement and the conclusion of all Buyer's activities,or
(y)the Closing.
(c) Seller's Reports. Within Five(5) days following the Effective Date of this
Agreement,Seller shall deliver to Buyer or make available for copying by Buyer all books,records
and information("Records")relating to the Property that Seller has in its possession.. The Records
shall include all title insurance policies and commitments, surveys, leases, engineering and
environmental reports and studies, soil test reports, notices and correspondence to and from
governmental entities, tenants, and utility companies, building plans and specifications and
permits, licenses and other reports and correspondence relating to the Property and the use thereof.
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(d) Approval, In the event that Buyer does not terminate this Agreement prior
to the expiration of the Due Diligence Period, the Earnest Money shall become non-refundable,
unless this transaction fails to close as a result of either (i) Seller's non-performance, or (ii) the
non-satisfaction of any of the conditions mentioned in Section 6 of this Agreement.; provided,
however, notwithstanding the foregoing, in all cases the Earnest Money shall be applicable to the
Purchase Price upon Closing hereunder.
S_ TITLE AND SURVEY.
(a) Title. Acceptable title hereunder is a fee simple marketable title vested in
Seller as to the Property, subject to only the lien for real estate taxes not delinquent and the
Permitted Exceptions (as defined below). Buyer, at its option, and at its sole cost and expense,
may order a title insurance commitment from Riverbend Commercial Title Agency ("Title
Company")covering the Property and legible copies of all documents shown as exceptions thereon
(collectively, the "Commitment"). The Commitment shall commit to issue to Buyer, upon
recording of the deed to Buyer, an owner's policy of title insurance in the amount of the Purchase
Price, insuring Buyer's title to the Property, subject only to title matters accepted by Buyer (the
"Permitted Exceptions"). The base premium charged for said owner's title policy will be paid by
Seller at the Closing. Buyer shall pay for any required endorsements,and any lender's title policy.
(b) Survey. Buyer may, at its sole expense, obtain a current survey of the
Property prepared by a registered surveyor in the state in which the Property is located, meeting
such requirements as Buyer may determine in its discretion (the"Survey").
(c) Title and Survey Objections. At any time during the Due Diligence Period,
Buyer may give Seller written notice specifying any objections that make the Commitment and/or
the Survey not acceptable. If no objections are given by such deadline, the Commitment and the
Survey shall be deemed acceptable, except that, prior to or at Closing, Seller must satisfy all
requirements of Seller in Schedule B-1 of the Commitment, which are reasonably necessary for
Closing and otherwise consistent with Seller's obligations under this Agreement. Buyer shall
allow Seller thirty (30) days after the date on which Seller receives notice of objections in which
to make the Commitment and the Survey acceptable and furnish Buyer evidence thereof and Seller
shall undertake reasonable and diligent efforts to do so; provided, however, that Seller shall have
no obligation to relocate any utility services. If Seller fails or is unable or unwilling to remove or
otherwise cure the Commitment and/or Survey objections within said thirty (30) day period to
Buyer's sole satisfaction, Buyer shall have the right and option to either: (i) waive the objections,
or (ii) terminate this Agreement by written notice to Seller and receive a refund of the Earnest
Money. Any mortgages and other monetary liens and encumbrances filed against the Property
shall not be Permitted Exceptions and shall be satisfied at Closing by Seller
6. CLOSING.
(a) Place and time. The parties shall close the purchase and sale at a mutually
agreed upon time and place(the"Closing"). The Closing shall occur within thirty(30)days after
the expiration of the Due Diligence Period referenced in Section 4(a)above.
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(b) Closing Documents and Costs. Seller shall convey the Property to Buyer
by a special warranty deed,subject only to the Permitted Exceptions. Seller's attorney shall prepare
the deed and shall submit copies of same to Buyer's attorney for review and reasonable approval.
Seller shall sign and deliver to Buyer at Closing an acceptable non-foreign status certificate,
owner's affidavit required by Title Company (such owner's affidavit to include indemnity to the
Title Company or Buyer sufficient to allow the Title Company to insure against the presence of
any mechanic's liens),Form. 1099 and such other documents or instruments reasonably requested
by Buyer,the Title Company,or the Buyer's lender in order to effectuate the Closing. Buyer shall
bear the deed recording charges and Seller shall bear any conveyance or transfer taxes. The cost
of escrow shall be split equally between the parties; provided, however, that Seller's share shall
not exceed$1,000.00.
(c) Proration. The parties shall prorate real estate taxes, and any pre-paid
items as of the date of Closing.If the amount of real estate taxes for the year of Closing cannot be
determined at such time, the proration shall be based upon the amount of such taxes for the
previous year,and the parties shall agree at Closing to make any necessary adjustments when such
real estate taxes are finally determined. In the event the Property is taxed as part of a larger
undivided parcel, the proration of such current taxes shall be determined on the basis of the
proportion that the acreage of the Property bears to the total acreage in such larger undivided
parcel. If the real estate taxes on such larger undivided parcel include any assessment for
improvements,any such assessment shall be excluded for purposes of computing the tax proration
hereunder. All prorations shall be final as of the date of Closing.
(d) Closing money. Seller is entitled to receive the Earnest Money and the
balance of the Purchase Price at Closing in the form of a cashier's or certified check or a wire
transfer of collected funds.
(e) Conditions. If (i) Seller is unable to convey title subject only to the
Permitted Exceptions, if(ii) any of Seller's representations and warranties which were true as of
the Effective Date prove to be untrue as of the date of Closing through no fault of Seller, or (iii)
Seller has failed to record an easement at or prior to the Closing providing Buyer with cross access
to the adjacent property and access to the Property from NC 24-87 (substantially similar in form
and substance as depicted on Exhibit B attached hereto), Buyer shall have the right and option to
terminate this Agreement by written notice to Seller, whereupon (and notwithstanding anything
contained in this Agreement to the contrary)all but One Hundred Dollars ($100.00) of the Earnest
Money shall be returned to Buyer.
7. POSSESSION. Buyer shall receive exclusive possession of the Property at
Closing.
8. ASSIGNMENT. Buyer shall have the right, in its sole and absolute discretion, to
assign this Agreement and all rights hereunder.
9. NOTICES; COMMUNICATIONS; COMPUTATIONS OF TIME. All notices,
demands, consents, statements, requests,or other communications hereunder, or required by law,
shall be in writing, and shall be deemed properly delivered when and if(a) personally delivered,
(b) sent to the telecopier number listed herein, (c) sent to the e-mail address listed herein, (d) sent
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by overnight private courier service which in the ordinary course of its business maintains a record
of receipt of each of its deliveries,or(e)mailed, United States, mail,postage prepaid, certified or
registered mail,return receipt requested, addressed to the parties hereto and other persons at their
respective addresses set forth in this Section 9 or as they may hereafter specify by written notice
delivered in accordance herewith. Notices shall be deemed to have been given on the date of
delivery or refusal of delivery or if delivery cannot be effected during normal business hours, if by
hand delivery; on the date of transmittal by telecopier or e-mail if transmitted by telecopier or e-
mail;on the date of record of receipt if deposited with any private courier service;or date of receipt
if sent by United States mail. A person receiving a notice which does not comply with the technical
requirements for notice under this section may elect to waive any deficiencies and treat the notice
as having been properly given. If the last day for performing any act or giving any notice falls on
a Saturday, Sunday, or day on which the post office is not open for the regular transaction of
business, the time is extended to the next day that is not a Saturday, Sunday, or post office
holiday. Any such notice or communication shall be addressed as follows(or to such other person
or at such other address, of which any party hereto shall have given written notice as provided
herein):
Buyer: CA Property Acquisitions,LLC
3805 Edwards Road,Suite 390
Cincinnati, Ohio 45209
Attention: Doug Compton
Email: Dcompton @comptonaddy.com
Phone: [phone]
Seller: PARROUS PROPERTIES
Attention: Nh chk,Lc,.s PaRICAS
Fax: .110 944 Wine
Email: P,gous Fez Fga-m5 e rvti+a- L . c.0".1
10. BINDING EFFECT. This Agreement shall inure to the benefit of and be binding
upon the personal representatives, heirs,successors,and assigns of the parties.
11. BROKER(S). Buyer shall pay no broker's or real estate commissions. Any such
expense shall be borne solely by Seller. The parties represent and warrant to one another that Dan
Mullin of Atlantic Retail ("Broker') is representing Buyer and Malinda Craven & Franklin
Johnson of Franklin Johnson("Broker")are representing Seller.Buyer shall pay a commission per
a separate agreement at closing.
12. REPRESENTATIONS AND WARRANTIES. Seller hereby makes the following
representations and warranties to Buyer, all of which shall be true as of the Effective Date and at
Closing, and all of which shall survive this Agreement for one(1) year after the date of the Closing
without the necessity of any further action or documentation, but which Seller shall, at Buyer's
request,ratify,confirm and update at the Closing:
(a) Seller has good and marketable fee simple title in and to the Property;
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(b) Seller has no actual knowledge of any pending or threatened litigation or
condemnation concerning all or any portion of the Property;
(c) Seller has no actual knowledge of any hazardous waste or toxic substance
in, on, under or adjacent to the Property;
(d) Seller has no actual knowledge of any violation or alleged violation of any
applicable laws,ordinances,statutes, rules or regulations with respect to the Property;
(e) There are no parties in possession of any portion of the Property(other than
Seller), the Property is not subject to any lease, license or other possessory interest, and no party
has any option,right of first offer,or right of first refusal to purchase the Property; and
(f) Seller is not acting, directly or indirectly for, or on behalf of, any person,
group, entity or nation named by any Executive Order (including the September 24, 2001,
Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit,or Support Terrorism)or the United States Treasury Department as a terrorist,
"Specially Designated National and Blocked Person," or other banned or blocked person, entity,
or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets
Control, and is not engaging in this transaction, directly or indirectly, on behalf of,or instigating
or facilitating this transaction, directly or indirectly, on behalf of, any such person, group, entity
or nation.
(g) Seller discloses to Buyer that a portion of the Property has been filled.
Seller has no actual knowledge of any hazardous waste or toxic substance within the fill material
placed in the Property.
13. DEFAULT AND REMEDIES. If Seller commits a default of any of its obligations
under this Agreement, Buyer may seek specific performance or elect to receive the return of the
Earnest Money. If Seller wrongfully refuses to close, Buyer may also recover from Seller the
actual costs and expenses incurred by Buyer in connection with this Agreement and the transactions
contemplated herein (including, but not limited to, costs of its investigations and architectural,
engineering and legal fees). If Buyer defaults, the Earnest Money shall be retained by Seller as
liquidated damages as consideration for the execution of this Agreement and in full settlement of
all claims,the parties having agreed that Seller's damages would be difficult to determine and that
forfeiture of the Earnest Money reflects their best effort in estimating what Seller's damages would
be and is a reasonable, non-punitive amount, and thereafter both parties shall be relieved of all
obligations under this Agreement. The parties waive any claim or defense of lack of mutuality of
remedies.Neither party will hold the other in default hereunder without first having given the other
party at least five(5)days advance(excluding Saturday,Sunday and post office holidays,as stated
above) written notice specifying the default, during which time the other party may cure the
default.
14. CASUALTY. If, prior to the Closing,the Property or any portion thereof shall be
damaged or destroyed by reason of any casualty whatsoever, then Seller shall immediately give
notice thereof to Buyer. If the cost of repairing such casualty exceeds Ten Thousand ($10,000)
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Dollars, Buyer shall have the right and option to terminate this Agreement by written notice to
Seller, and the Earnest Money shall be paid by Title Company to Buyer, and all parties shall
thereupon be relieved of all further liability hereunder. If the cost of repairing such casualty does
not exceed such sum, at Buyer's option (a) the parties shall proceed with Closing in accordance
with, and subject to the terms of,this Agreement,all insurance proceeds shall be paid to Buyer(or
Seller shall assign to Buyer all rights to such proceeds if not previously paid to Seller), and the
Purchase Price shall be reduced by the amount of the insurance deductible, or(b) the Closing shall
be postponed until such damage has been restored by Seller at Seller's expense to Buyer's
satisfaction.
15. CONDEMNATION. If,prior to the Closing,there is filed or threatened any action,
suit or proceeding to condemn or take all or any part of the Property,Seller shall immediately give
notice thereof to Buyer, and Buyer shall have the right and option to terminate this Agreement by
written notice to Seller, whereupon the Earnest Money shall be paid by Title Company to Buyer,
and all parties shall thereupon be relieved of any and all further liability hereunder. If Buyer elects
in writing to close, all condemnation awards or proceeds of such taking shall be paid to Buyer(or
Seller shall assign to Buyer all rights to such awards or proceeds if not previously paid to Seller).
16. ENVIRONMENTAL CONDITION. Seller warrants and represents to Buyer that
Seller has no actual knowledge that the Property is or as of the Closing will be,in violation of any
federal, state, or local law, ordinance, or regulation relating to industrial hygiene or to the
environmental conditions on, under, or about the Property, including, but not limited to, soil and
groundwater conditions. Seller represents and warrants that Seller has no actual knowledge that
there are Hazardous Materials (as defined below)present on the Property. Seller further warrants
and represents that during the time in which Seller owned the Property,neither Seller•nor any agent
acting on behalf of Seller has used, generated, manufactured,produced, stored,or disposed of on,
under,or about the Property or transported to or from the Property any Hazardous Materials, Seller
has no actual knowledge of any proceeding or inquiry by any governmental authority with respect
to the presence of Hazardous Materials on the Property or the migration of Hazardous Materials
from or to the Property. Seller has no actual knowledge of any storage tanks located in or under
the Property.The term "Hazardous Material" means, but is not limited to, any substance, material,
or waste which is toxic, ignitable, reactive,or corrosive;which is or can be injurious to the health,
safety,or welfare of the public or environment, and which is or becomes regulated by any local or
state governmental authority or the United States Government. The term "Hazardous Material"
includes,without limitation, any material or substance which is(i)defined as a "hazardous waste,"
"extremely hazardous waste," "restricted hazardous waste," Hazardous substance," pollutant or
contaminant," or "hazardous material," by any local or state law, (ii) oil and petroleum products
and their by-products, (iii) asbestos or asbestos-containing materials, (iv) designated as a
"hazardous substance" pursuant t❑ the Federal Water Pollution Control Act, (v) defined as a
"hazardous waste" pursuant to the Federal Resource Conservation and Recovery Act, or (vi)
defined as a "hazardous substance" pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act.Seller has disclosed to Buyer in writing all information in Seller's
possession or control which relates to the environmental condition of the Property.
17. UTILITIES; ACCESS. Buyer acknowledges that there is no shared water detention
pond or other BMP serving the Property and Buyer shall be responsible for installing any water
detention system deemed necessary by Buyer on the Property. Further, Buyer agrees to use
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commercially reasonable efforts to allow stub access point for the remaining adjacent parcel(s) at
such location mutually agreeable to Buyer and Seller that does not unreasonably interfere with
Buyer's use of the Property.
18. PERMITTING MATTERS. During the pendency of this Agreement, Buyer, at its
option, may seek various governmental approvals, permits, variances, and consents related to its
contemplated development of the Property. Seller covenants and agrees to cooperate with Buyer
in connection with said efforts and to execute such applications,submittals or requests as may be
necessary for the owner of the Property to execute. Seller covenants and agrees to comply with
any and all re-platting or subdivision requirements and to otherwise take such other actions as shall
be necessary so that the Property shall constitute a separate, legal parcel on or before the expiration
of the Due Diligence Period, the manner of such re-platting or re-subdivision to be subject to
Buyer's review and approval. If rezoning is required by any public authority for the Buyer's
intended use of the Property, Buyer shall promptly commence and diligently pursue such action,
at its expense, and Buyer in Buyer's sole discretion shall determine whether such rezoning shall
continue to be pursued or abandoned and/or this Agreement terminated no later than the expiration
of the Due Diligence Period. Seller shall fully cooperate with any and all efforts by Buyer to
complete any rezoning including but not limited to the execution of any documents reasonably
necessary for said rezoning as long as Seller shall incur no expense or liability in connection with
same.
19. CONFIDENTIALITY. Seller may be receiving certain confidential information
pertaining to the Buyer or its contemplated development plans for the Property. Seller
acknowledges that these matters are being received in confidence, and further agrees not to
divulge, communicate or disclose,except to its employees, agents, counsel, accountants,brokers,
consultants, and investors, or except as may be required by law or for the performance of any
agreement entered into by the parties, or use to the detriment of Buyer, or for the benefit of any
other person or persons,or misuse in any way, any confidential information concerning the subject
matter hereof, including, without limitation, the Purchase Price or other information. This
provision shall expire at Closing or the canceling of this Agreement, whichever event shall occur
first.
20. MISCELLANEOUS. Time is of the essence of this Agreement. Whenever the
context of this Agreement permits, the singular number shall include the plural, the plural the
singular, and any gender includes all genders. . In connection with enforcing any rights or
obligations arising under this Agreement, the prevailing party shall be entitled to recover
reasonable attorneys' fees and costs from the non-prevailing party as determined by a court of
competent jurisdiction. The law of the state in which the Property is located shall govern this
Agreement. No amendment or modification of this Agreement shall be binding upon either party
unless in writing and signed by the party to be bound. This Agreement represents the entire
agreement between Buyer and Seller as to the subject matter hereof, and all prior discussions,
negotiations and agreements between Buyer and Seller and/or their respective counsel and other
representatives are merged into this Agreement. This Agreement may be executed in counterpart
originals,each of which when duly executed and delivered shall be deemed an original and all of
which when taken together shall constitute one instrument,and delivery of this Agreement may be
accomplished by facsimile or other electronic means. Seller covenants and agrees that during the
pendency of this Agreement it shall not grant or enter into any easements, agreements or other
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instruments affecting the Property, or the title thereto, without first obtaining the prior written
consent of Buyer.
21. BUYER DISCLOSURE. Buyer hereby discloses to Seller that one or more of
Buyer's principles is a licensed Real Estate Broker or Real Estate Salesperson as defined in
Chapter 4735 of the Ohio Revised Code. Buyer's members are not acting in a broker or sales
person capacity in this transaction, and are not representing either Buyer or Seller on this
transaction.
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IN WITNESS WHEREOF, the parties hereto have set their respective hands on.the day
and year indicated below.
SELLER:
PARROUS PROPERTIES, L.L.C.
a North Carolina limited liability company
Prints ante:
Title: '"Re- c l.n r--''r'
Date: l 7-17! _
BUYER:
CA PROPERTY ACQUISITIONS,LLC,
an Ohio limited liability company
......ti
lip' .: .._
Douglas Compton, Authorized Manager
Date:_..._. > ... to• ..v
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EXHIBIT C
ESCROW AGREEMENT
This Escrow Agreement ("Escrow Agreement") is made effective as of the day of
., 2022, by and between CA PROPERTY ACQUISITIONS,LLC, an Ohio limited
liability company ("Buyer") and PARROUS PROPERTIES, L.L.C., a North Carolina limited
liability company ("Seller") and RIVERBEND COMMERCIAL TITLE AGENCY LIMITED
PARTNERSHIP, an Ohio limited liability company ("Escrow Agent"), under the following
circumstances:
A. Buyer and Seller have entered into a Purchase and Sale Agreement dated on or
about , 2022 (the "Contract"), for the purchase and sale of certain real property
located in Harnett County, North Carolina (as more particularly described in the Contract, the
"Property").
B. Buyer and. Seller have requested that Escrow Agent hold certain earnest money
deposit(s) in accordance with the Contract(the"Earnest Money").
NOW,THEREFORE, the parties agree as follows:
1. Buyer shall deposit with the Escrow Agent the Earnest Money as and when required
under the Contract.
2. Escrow Agent shall disburse the Earnest Money in accordance with the provisions
of the Contract as follows:
2.1 At Closing of the purchase and sale of the Property, Escrow Agent shall
apply the Earnest Money against the Purchase Price.
2.2 Upon written notice from Seller and/or Buyer to Escrow Agent and the other
party, the Escrow Agent shall disburse the Earnest Money as and when directed, in accordance
with the provisions of the Contract.
3. Notwithstanding the foregoing, Escrow Agent may follow any subsequent joint
written instructions concerning the Earnest Money from Seller and Buyer or any subsequent
instructions from a court of competent jurisdiction.
4. Upon receipt by the Escrow Agent, the Earnest Money shall be deposited by
Escrow Agent into a non-interest-bearing account.
5. All notices, demands, consents, statements, requests, or other communications
hereunder shall be in writing, and shall be deemed properly delivered when and if(a) personally
delivered, (b) sent to the e-mail address listed herein, (c) sent by overnight private courier service
which in the ordinary course of its business maintains a record of receipt of each of its deliveries,
or (d) mailed, United States, mail, postage prepaid, certified or registered mail, return receipt
requested, addressed to the parties hereto and other persons at their respective addresses set forth
2

in this Section 5 or as they may hereafter specify by written notice delivered in accordance
herewith. Notices shall be deemed to have been given on the date of delivery or refusal of delivery
or if delivery cannot be effected during normal business hours, if by hand delivery; on the date of
transmittal by e-mail if transmitted by e-mail.,on the date of record of receipt if deposited with any
private courier service; or date of delivery if sent by United States mail. A person receiving a
notice which does not comply with the technical requirements for notice under this section may
elect to waive any deficiencies and treat the notice as having been properly given. If the last day
for performing any act or giving any notice falls on a Saturday, Sunday, or day on which the post
office is not open for the regular transaction of business, the time is extended to the next day that
is not a Saturday. Sunday, or post office holiday. Any such notice or communication shall be
addressed as follows (or to such other person or at such other address, of which any party hereto
shall have given written notice as provided herein):
(A) If to Buyer: CA Property Acquisitions, I-,I-,C
38(I5 Edwards Road,Suite 390
Cincinnati.Ohio 45209
Attn: Doug Compton
Telephone: 513-784-()010
)(.0.1)11...E1 iliL,t]......[SI'lelilil;!'
(B) If to Seller: PARROUS PROPERTIES
Attn: 4Ns # .ws "P rtat.sr
Telephone: ll O Stpl taurRe,
Email:,PA.020.4i a.apk_a_riQtc't.ma��
(C) If to Escrow Agent: Riverbend Commercial Title Agency
One East Fourth Street. Suite 1400
Cincinnati, Ohio 45202
Attn:
Telephone:
Email:
6. The duties and obligations of Escrow Agent shall be determined solely by the
express provisions of this Escrow Agreement, and Escrow Agent shall not be liable in connection
with its performance of the duties and obligations specifically set forth herein, including,but not
limited to,the receipt, holding and disbursement of the Earnest Money,except for Escrow Agent's
willful default hereunder. In furtherance and not in limitation of the foregoing: Escrow Agent shall
not be responsible in any manner and Buyer and Seller (one-half each) will fully reimburse and
indemnify Escrow Agent including, but not limited to, reasonable attorney's fees incurred, arising
out of, or in connection with its acceptance of or performance of its duties and obligations under
this Escrow Agreement as well as any and all costs and expenses of(a) Escrow Agent completing
its duties hereunder and (ii) defending against any claim or liability arising out of or relating to
3

this Escrow Agreement; Escrow Agent shall not be liable for any error in judgment or for any act
done or step taken or omitted by it in good faith or for any mistake in fact or law or for anything
which it may do or refrain from doing in connection herewith; Escrow Agent shall not be liable
for any loss in impairment of the Earnest Money in the non-interest-bearing account. Further,
Buyer and Seller agree to pay promptly and to indemnify and hold harmless the Escrow Agent
against all damages, costs, attorney fees, expenses and liabilities which, in good faith, and without
fault on Escrow Agent's part,it may incur•or sustain relating to this Escrow Agreement and any court
action arising therefrom.
7. Notwithstanding anything in this Escrow Agreement to the contrary, in the event
of a dispute between Seller and Buyer arising prior to or at the time of the delivery or other
disposition of the Earnest Money by Escrow Agent pursuant to the Agreement,which dispute shall
be sufficient,in the sole discretion of the Escrow Agent,to justify its doing so,Escrow Agent shall
be entitled to tender the Earnest Money into the custody of any court of competent jurisdiction,
together with such legal pleadings as it may deem appropriate, and thereupon Escrow Agent shall
be discharged from all further duties and liabilities,under this Escrow Agreement and the Contract.
Any such legal action may be brought in such court as Escrow Agent shall determine to have
jurisdiction thereof.Escrow Agent's determination of whether a dispute exists between Seller and
Buyer shall be binding and conclusive upon all parties hereto,notwithstanding any contention that
no dispute exists. All costs and expenses incurred by Escrow Agent in taking any action pursuant
to this section shall be covered by and paid pursuant to the indemnification of Escrow Agent
contained in this Escrow Agreement. Notwithstanding the foregoing,Escrow Agent shall be under
no obligation to institute or defend any action, suit or legal proceeding in connection herewith, or
to take another action likely to involve it in expense unless it has been first indemnified to its
satisfaction.
8. This is the complete Escrow Agreement between the parties. Each party has had
the opportunity to read this Escrow Agreement, to understand it, to make changes to it, and, to
consult with the experts of the party's choice; including legal experts. All prior representations,
agreement and discussions are merged herein and are void unless contained herein. No party,
person, employee or agent may modify this Escrow Agreement by any oral representation. All
modifications of this agreement must be in writing signed by all parties.The signing of this Escrow
Agreement is the free and voluntary act and deed of each party.
9. This Escrow Agreement may be executed in counterparts, each of which shall be
deemed an original,but all of which together shall constitute one and the same agreement.
l0. This Escrow Agreement shall terminate upon the disbursement by Escrow Agent
of the Earnest Money. Any claim against Escrow Agent, subsequent to termination of this Escrow
Agreement or will be null and void and forever barred.
[signature page to follow]
4

[Signature Page—Escrow Agreement)
The parties have hereto executed this Escrow Agreement as of the date first set forth above.
SELLER:
PARROUS PROPERTIES, L.L.C.
a North Carolina limited liability company
By:
if •1",..1
Title:
Datc:BUYER;
CA PROPERTY ACQUISITIONS, LLC
an Ohio limited liability company
Douglas Compton, Authorized Manager
Date: z— 7-47
ESCROW AGENT:
HYDE PARK TITLE AGENCY, LLC
an Ohio limited liability company
By:
Name:
Title:
5