NCC243442_FRO Submitted_20241120

* WAKE COUNTY FINANCIAL RESPONSIBILITY/OWNERSHIP FORM
SEDIMENTATION POLLUTION CONTROL ACT
No person may initiate any land-disturbing activity on one or more acres as covered by the Wake
WAkt County Unified Development Ordinance before this form and an acceptable erosion and
COUNTY sedimentation control plan have been completed and approved by Wake County Department of
Environmental Services, Water Quality Division. (Please type or print and, if the question is not
applicable, place N/A in the blank.)
Part A.
1. Project Name Rollman Farms
2. Location of land-disturbing activity: Jurisdiction Wake County-Garner (Wake Co. or Municipality)
Highway/Street Old Stage Road Latitude 35.6875 Longitude -78.6541
3. Approximate date land-disturbing activity will commence: October 2024
4. Type of development(residential, commercial, industrial, institutional, etc.): Residential
5. Total acreage disturbed or uncovered (including off-site utilities and borrow/waste
areas): 4.20
6. Person to contact should erosion and sediment control issues arise during land-disturbing activity:
Name Hampton Smith E-mail Address [e-mail]
Telephone Cell# [phone] Fax#
7. Landowner(s)of Record (attach accompanied page to list additional owners):
ARS Garner-Old Stage Development,LLC [phone] [e-mail]
Name(s) Telephone Fax or E-mail address
1524 Canterbury Road 1524 Canterbury Road
Current Mailing Address Current Street Address
Raleigh, NC 27608 Raleigh, NC 27608
City State Zip City State Zip
8. Deed Book No. 018847 Page No, 01611 Provide a copy of the most current deed.
Part B.
1. Person(s) or firm(s) who are financially responsible for the land-disturbing activity (Provide a
comprehensive list of all responsible parties on an attached sheet. Include requested information):
ARS Garner-Old Stage Development,LLC [e-mail]
Name E-mail Address
1524 Canterbury Road 1524 Canterbury Road
Current Mailing Address Current Street Address
Raleigh, NC 27608 Raleigh, NC 27608
City State Zip City State Zip
Telephone [phone] Fax Number

2. (a) If the Financially Responsible Party is not a resident of Wake County, identify a designated agent in
Wake County to receive any notice, process, pleading in any action or legal proceeding arising out of any
matter relating to the Wake County Erosion and Sedimentation Control Ordinance and/or Land
Disturbance Permit:
Name E-mail Address
Current Mailing Address Current Street Address
City State Zip City State Zip
Telephone Fax Number
(b) If the Financially Responsible Party is a Partnership or other person engaging in business under an
assumed name, attach a copy of the Certificate of Assumed Name. If the Financially Responsible
Party is a Corporation, give name and street address of the Registered Agent:
Brent Wood [e-mail]
Name of Registered Agent E-mail Address
1524 Canterbury Road 1524 Canterbury Road
Current Mailing Address Current Street Address
Raleigh, NC 27608 Raleigh, NC 27608
City State Zip City State Zip
Telephone [phone] Fax Number
The above information is true and correct to the best of my knowledge and belief and was provided
by me under oath (This form must be signed by the Financially Responsible Person if an individual
or his attorney-in-fact, or if not an individual, by an officer, director, partner, or registered agent with
the authority to execute instr ments for the Financially Responsible Person). I agree to provide
corre ed infor ation should ere be any change in the informati provided herein.
:::0rre
int name Title or Authority
9 _
/9 ,2_
Date
I, /JCgS4-) (DjrJ P a4 1 a Notary Public of the County of d4
State of North Carolina, hereby certify that Ail t• 08 ,ccvCFze appeared
personally before me this day and being duly sworn acknowledged that
the aboveform wa executed by him.
Witness my hand and notarial seal, this / day of C41.1.&( , 20 Cx?/71
DUBT 'DRAKE BATTEN 1l tAi/Oi 1101,4,Le_'
NOTARY PUBLIC Notary
Wake County
SEN6rth Carolina
My commission expires

Landowner 2 of Record:
NCDOT(Daniel Boulware, PE-District Engineer) [phone]
Name Phone: Office# Mobile#
1575 Mail Service Center 4009 District Drive
Current Mailing Address Current Street Address
Raleigh, NC 27699 Raleigh, NC 27607
City State Zip City State Zip
Deed Book No. Page No. Provide a copy of the most current deed.
Landowner 3 of Record:
Name Phone: Office# Mobile#
Current Mailing Address Current Street Address
City State Zip City State Zip
Deed Book No. Page No. Provide a copy of the most current deed.
Landowner 4 of Record:
Name Phone: Office# Mobile#
Current Mailing Address Current Street Address
City State Zip City State Zip
Deed Book No. Page No. Provide a copy of the most current deed.
Landowner 5 of Record:
Name Phone: Office# Mobile#
Current Mailing Address Current Street Address
City State Zip City State Zip
Deed Book No. Page No. Provide a copy of the most current deed.

ARS GARNER-OLD STAGE DEVELOPMENT, LLC
WRITTEN CONSENT
of
MEMBERS
The undersigned, being all of the members in ARS Garner-Old Stage Development, LLC,
a North Carolina limited liability company (the "Company"), hereby take the following actions
and adopt the following preambles and resolutions by signing their written consent hereto, in lieu
of a meeting of the members in the Company, pursuant to the North Carolina Limited Liability
Company Act (the "Act") and the Operating Agreement of the Company effective as of
November 3, 2020 (the "Operating Agreement").
1. Approval of Acquisition of Property.
WHEREAS, it is proposed that the Company purchase from Roliman Properties, LLC, a
North Carolina limited liability company (the "Seller"), that certain tract or parcel of real
property described on Exhibit A attached hereto (the "Property"); and
WHEREAS, the Company has taken an assignment of that certain Real Estate Purchase
Agreement by and between Seller, as seller therein, and Fred J. Smith [II, an individual
resident of North Carolina, as buyer therein (the "Initial Buyer"), with an Effective Date
of January 27, 2020, a copy of which is attached as Exhibit B (the "Purchase and Sale
Agreement"), pursuant to that certain Assignment and Assumption Agreement dated
May 1, 2020 by and between the Company and Initial Buyer, which, among other things,
provides for the purchase by the Company of the Property (the "Acquisition"); and
WHEREAS, the Acquisition will benefit the Company and its members and is in the best
interest of the Company; and
NOW, THEREFORE, BE IT RESOLVED, that the Purchase and Sale Agreement and the
Acquisition shall be, and hereby is, approved; and
RESOLVED, FURTHER, that ARS Development, LLC, a North Carolina limited liability
company, the Manager of the Company (the "Manager"), shall be, and hereby is,
authorized and directed to take such lawful actions as are necessary and appropriate, on
behalf of the Company, required or appropriate to close, effectuate, and evidence the
Acquisition, including, but not limited to, executing documents to consummate the
purchase of the Property (collectively, the "Acquisition Documents"), each on such terms
and conditions as such Manager shall approve(such approval to be conclusively evidenced
by the execution and delivery thereof), and to take any and all other lawful actions
311033619.4

necessary or desirable as determined by such Manager, in its discretion, to consummate the
transactions contemplated by the Acquisition Documents or to perform the terms and
provisions thereof.
2. Approval of Loan from Towne Bank.
WHEREAS, in connection with the acquisition of the Property by the Company, it is
proposed that the Company borrow from TowneBank, a Virginia banking corporation (the
"Lender"), the maximum sum of$10,500,000 (the"Loan") pursuant to terms as generally
outlined in that certain commitment letter dated June 2, 2021, a copy of which is attached
hereto as Exhibit C (the "Commitment letter"), which among other things provides that
the Loan will be secured by a deed of trust encumbering the Property; and
WHEREAS, the Loan will benefit the Company and its members and is in the best interest
of the Company;
NOW, THEREFORE, BE IT RESOLVED, that the Commitment letter and the Loan shall
be, and hereby are, approved; and
RESOLVED,FURTHER,that the Manager shall be, and hereby is,authorized and directed
to take such actions as are necessary and appropriate, on behalf of the Company, including
without limitation the execution, delivery and performance of one or more loan
agreements, promissory notes, guaranty agreements, deeds of trust, assignments of leases
and rents, collateral assignments, security agreements, pledge agreements, UCC-1
financing statements, environmental indemnity agreements, assignments of contracts and
permits, escrow agreements, and any and all amendments, modifications and supplements
to the foregoing and any and all other documents, instruments, certificates, consents,
affidavits and papers (collectively, the "Loan Documents"), required or appropriate to
close,effectuate, evidence, secure and perfect the Loan, each on such terms and conditions
(including terms and conditions that vary from those set forth in the Commitment letter) as
such Manager shall approve (such approval to be conclusively evidenced by the execution
and delivery thereof), and to take any and all other actions necessary or desirable as
determined by such Manager, in its discretion, to consummate the transactions
contemplated by the Loan Documents or to perform the terms and provisions thereof.
3. Approval of Lot Purchase Agreement(s).
WHEREAS, the Company contemplates entry into one or more Lot Purchase Agreements
with NVR, Inc., a Virginia corporation, substantially in the form of that which is attached
hereto as Exhibit D (each individually, a "Lot Purchase Agreement" and all collectively,
the"Lot Purchase Agreements"), which Lot Purchase Agreement(s),among other things,
provide(s) for the sale by the Company of lots to be developed by the Company as
described therein (the "Disposition"); and
WHEREAS, the Lot Purchase Agreement(s) and the Disposition will benefit the
Company and its members and is in the best interest of the Company;
311033619.4 2

NOW, THEREFORE, BE IT RESOLVED, that the Lot Purchase Agreement(s) and the
Disposition shall be, and hereby are, approved; and
RESOLVED,FURTHER,that the Manager shall be,and hereby is,authorized and directed
to execute and deliver the Lot Purchase Agreement(s) on behalf of the Company, and to
take such actions as are necessary and appropriate, on behalf of the Company, including
without limitation the execution, delivery and performance of one or more deeds, bills of
sale, assignments, indemnities, escrow agreements, deeds of trust, subordination
agreements, any and all amendments, modifications and supplements to the foregoing, and
any and all other documents, instruments, certificates, consents, affidavits, and papers
(collectively, the "Disposition Documents"), required or appropriate to close, effectuate,
evidence, secure and perfect the Disposition, each on such terms and conditions (including
terms and conditions that vary from those set forth in the Lot Purchase Agreement(s)) as
such Manager shall approve (such approval to be conclusively evidenced by the execution
and delivery thereof), and to take any and all other actions necessary or desirable as
determined by such Manager, in its discretion, to consummate the Disposition and any
other matter contemplated by the Lot Purchase Agreement(s) or to perform the terms and
provisions thereof.
4. Delegation of Authority.
RESOLVED, that the Manager shall be, and hereby is, authorized and empowered to
delegate to Brent E. Wood, the Secretary of the Company, as an "Authorized Person,"
any or all of the authority and discretion as is granted the Manager in the foregoing
resolutions, to the fullest extent allowed by Section 57D-3-22 of the Act; and
RESOLVED, FURTHER, that any such delegation of authority by the Manager shall not
be construed as a relinquishment or diminution of the authority or discretion granted the
Manager hereunder.
5. Ratification and Approval of Manager's and Officer's Acts.
RESOLVED, that all lawful actions previously taken by any Manager or Officer of the
Company, or by the Authorized Person, in furtherance of the foregoing matters shall be,
and hereby are, ratified and approved; and
RESOLVED, FURTHER, that, in addition to the specific authorizations in the foregoing
resolutions, each of the Manager and the Secretary of the Company, or either of them, in
their respective capacities, is hereby authorized to take from time to time any and all such
action and to execute and deliver from time to time any and all such instruments, requests,
receipts, notes, applications, reports, certificates, agreements and other documents as may
be deemed necessary or advisable in the opinion of such of the Manager or the Secretary
to effectuate, consummate and comply with the purpose and intent of the foregoing
resolutions.
The undersigned members in the Company hereby consent that the actions set forth in the
foregoing preambles and resolutions shall have the same force and effect as if' taken at a duly
311033619.4 3

constituted meeting of the members of the Company, effective as of the date hereof, and direct that
this document be filed with the minutes of the Company.
These resolutions may be executed in one or more counterparts, all of which, when taken
together,shall be considered one and the same resolutions. Electronic signatures shall be sufficient
for execution of these resolutions.
[Signature Page Follows]
311033619.4 4

This Written Consent is dated and effective as of December 2, 2021.
MEMBERS:
ARS DEVELOPMENT, LLC [Seal]
By: L4 /`
l-k2L-------
Alisa R. Smith
Manager
PELICAN D/RI , INVESTMENTS LLC [Seal]
r /
By: _.
Fred J. mith III
Manage ,
7/j
�- X a -e [Seal]
Walter U. Viele
DELEGATION OF AUTHORITY
ARS Development, LLC, a North Carolina limited liability company, the Manager of the
Company, acting pursuant to the authority granted it in Section 57D-3-22 of the Act and in the
foregoing Preambles and Resolutions, does hereby delegate to Brent E. Wood, the Secretary of
the Company, as an "Authorized Person," all of the authority and discretion as is granted the
Manager in the foregoing preambles and resolutions, to the fullest extent allowed by
Section 57D-3-22 of the Act, and any documents, instruments, certificates, consents, affidavits,
and papers executed and or delivered on behalf of the Company by such Authorized Person,
and any actions taken on behalf of the Company by such Authorized Person, shall have the same
force and effect as if executed, delivered, and or taken on behalf of the Company by the
Manager. The foregoing delegation of authority by the Manager shall not be construed as a
relinquishment or diminution of the authority or discretion granted the Manager in the foregoing
preambles and resolutions.
Dated: December 2, 2021.
ARS DEVELOPMENT, LLC [Seal]
By: ___(74a-e". /
Alisa R. Smith
Manager
Signature Page to Written Consent of Members
of
ARS Garner-Old Stage Development, LLC
311033619.4

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Exhibit A
Legal Description of the Property
BEING all those certain tracts or parcels of property lying and being in St. Mary's Township,
Wake County, North Carolina, and being more particularly described as follows:
Tract No. 1:
BEGINNING at a stake, the center of Fayetteville Road, an iron stake, and pinning thence down
said road, South 4 deg. 14 minutes East 870 feet to an iron stake in the center of the road, corner
of Tract#2; thence South 58 degrees 00 minutes West 1289 feet to an iron stake on the bank of
Steephill Creek; thence North with said creek 52 degrees east 246 feet to an iron stake; thence
North with said creek 5 degrees 30 minutes East 287 feet to a stake on the bank of the creek;
thence North 26 deg. 15 minutes West 172 feet to a stake on the bank of the creek; thence North
42 degrees 30 minutes West 147 feet to a stake; thence North 51 degrees 45 minutes West 100
feet to a point where a small branch runs into said creek; thence with said branch North 43
degrees 15 minutes East 319 feet to a stake; thence South 74 degrees 30 minutes East 130 feet to
a stake on said branch; thence North 55 deg. East 15 feet East 342 feet to a stake on said branch;
thence North 68 deg. 30 minutes East 325 feet to a stake on said branch; thence North 56 deg.
115 feet to a stake; thence North 89 deg. 30 min. East 126 feet to the point of BEGINNING,
containing 23.2 acres, more or less.
Tract No. 2:
BEGINNING in the center of the Fayetteville Road, Willis Whitaker's and Alex Snelling's
(formerly) corner on the South side of the branch, and running thence South 84'4 deg. West 7.75
chains to a stake in the old field near the branch; thence down the various meanderings of said
branch in a southwesterly direction 25.34 chains to the sawmill race; thence down said race
11.41 chains to the mouth of David Whitaker's spring branch; thence up said branch about North
24 degrees East 6.50 chains to a pine stump on the side of the spring; thence North 73 deg. East
11 chains through the old field to the Fayetteville Road, Fay Whitaker's corner; thence North 4
deg. West with said road 13.32 chains to the top of Camp Ground Hill; thence North 9' i deg.
West 8.68 chains with said road to the BEGINNING, containing 43! acres, more or less.
LESS AND EXCEPT that certain tract or parcel of land described in that certain deed recorded
in Book 386, Page 139, Wake County Registry.
LESS AND EXCEPT that certain tract or parcel of land described in that certain deed recorded
in Book 60, Page 229, Wake County Registry and as re-recorded in Book 290, Page 407, Wake
County Registry.
Exhibit A - Page 1
311033619.4

The Property is also described as:
BEING all those certain tracts or parcels of property lying and being in St. Mary's Township,
Wake County,North Carolina, and being more particularly described as follows:
Parcel 1, Tract 1:
BEGINNING at a point having NC Grid NAD 1983 (2011) coordinates of N- 706,446.15 feet,
Es 2,103,331.52 feet;
Thence South 57°53'07" West, 492.65 feet to an iron pipe found;
Thence South 57°52'25" West, 180.50 feet to an iron pipe found;
Thence South 57°47'57" West, 168.27 feet to an iron pipe found;
Thence South 57°52'23" West. 337.85 feet to a point:
Thence South 60°58'56" West, 33.89 feet to a point;
Thence the following courses along the centerline of a creek;
Thence North 31°31'17" West, 28.42 feet to a point;
Thence North 4°46'00" West, 27.55 feet to a point;
Thence North 18°24'39" East, 90.67 feet to a point;
Thence North 6°00'47" West. 21.85 feet to a point;
Thence North 36°03'02" East, 23.51 feet to a point;
Thence South 78°07'09" East, 42.84 feet to a point;
Thence North 51°08'03" East, 29.28 feet to a point;
Thence North 19°12'44" West, 29.00 feet to a point;
Thence North 3°05'46" East, 27.24 feet to a point;
Thence North 63°59'54" East, 68.74 feet to a point;
Thence North 6°54'57" East, 24.43 feet to a point;
Thence North 27°46'20" West, 107.34 feet to a point;
Thence North 12°24'14" West, 270.79 feet to a point;
Thence North 35°14'00" West, 60.31 feet to a point;
Thence North 87°19'31" West, 100.29 feet to a point;
Thence North 13°42'57" West, 61.96 feet to a point;
Thence North 45°01'09" West, 88.36 feet to a point;
Thence the following courses along centerline of a creek;
Thence North 17°24'45" West, 3.26 feet to a point;
Thence North 2°36'14" East, 24.87 feet to a point;
Thence North 25°44'18" West, 25.94 feet to a point;
Thence North 36°16'02" East, 81.52 feet to a point;
Thence North 32°58'05" East, 39.11 feet to a point;
Thence North 51°35'32" East, 37.28 feet to a point;
Thence North 16°29'17" East, 22.50 feet to a point;
Thence North 45°38'28" East, 26.72 feet to a point;
Exhibit A - Page 2
311033619.4

Thence North 40°10'25" East, 63.58 feet to a point;
Thence North 31°06'39" East, 93.50 feet to a point;
Thence North 54°59'58" East, 65.19 feet to a point;
Thence North 65°18'51" East, 98.15 feet to a point;
Thence North 65°03'46" East, 165.80 feet to a point;
Thence North 51°21'30" East, 255.33 feet to a point;
Thence South 78°43'53" East, 41.45 feet to a point;
Thence North 72°27'53" East, 35.55 feet to a point;
Thence North 82°4I'10" East, 48.37 feet to a point;
Thence North 71°05'17" East, 63.03 feet to a point
Thence North 61°00'22" East, 50.37 feet to a point;
Thence North 64°13'07" East, 66.56 feet to a point;
Thence North 66°19'44" East, 21.27 feet to a point;
Thence North 75°00'43" East, 44.08 feet to a point;
Thence North 80°46'33" East, 65.06 feet to a point in the center of Old Stage Road;
Thence with a curve to the right having a radius of 1,257.40 feet, said curve having a chord
bearing of South 06°46'12" East, 66.98 feet to a point;
Thence South 5°14'38" East, 182.84 feet to a point;
Thence with a curve to the left having a radius of 2,400.00 feet, said curve having a chord
bearing of South 06°57'27" East, 143.55 feet to a point;
Thence South 8°40'17" East, 549.62 feet to a point;
Thence South 57 53'07" West, 32.70 feet to a point;
Thence South 57°53'07" West, 0.20 feet to the Point of BEGINNING.
Containing 25.320 acres more or less.
Parcel 1, Tract 2:
BEGINNING at a point having NC Grid NAD 1983 (2011) coordinates of N-- 708,781.31 feet,
E= 2,103,038.80 feet;
Thence with a curve to the right having a radius of 558.36 feet, said curve having a chord bearing
of South 01°10'51 West, 178.19 feet to a point;
Thence with a curve to the right having a radius of 357.39 feet, said curve having a chord bearing
of South 16°12'43" West, 72.85 feet to a point;
Thence South 22`03'42" West, 107.38 feet to a point;
Thence with a curve to the left having a radius of 381.65 feet, said curve having a chord bearing
of South 05°53'32" West, 212.56 feet to a point;
Exhibit A - Page 3
311033619.4

Thence with a curve to the left having a radius of 643.23 feet, said curve having a chord bearing
of South 16°04'06" East, 129.82 feet to a point;
Thence South 21°51'36" East, 426.54 feet to a point;
Thence with a curve to the right having a radius of 1,854.83 feet, said curve having a chord
bearing of South 19°21'11" East, 162.27 feet to a point;
Thence with a curve to the right having a radius of 1,015.97 feet, said curve having a chord
bearing of South 12°55'04" East, 139.19 feet to a point;
Thence with a curve to the right having a radius of 1,257.40 feet, said curve having a chord
bearing of South 08°38'35" East, 15.22 feet to a point;
Thence the following courses along the centerline of a creek;
Thence South 80°46'33" West, 65.06 feet to a point;
Thence South 75°00'43" West, 44.08 feet to a point;
Thence South 66°19'44" West, 21.27 feet to a point;
Thence South 64°13'07" West, 66.56 feet to a point;
Thence South 61°00'22" West, 50.37 feet to a point;
Thence South 71°05'17" West, 63.03 feet to a point;
Thence South 82°41'10" West, 48.37 feet to a point;
Thence South 72°27'53" West, 35.55 feet to a point;
Thence North 78°43'53" West, 41.45 feet to a point;
Thence South 51°21'30" West, 255.33 feet to a point;
Thence South 65°03'46" West, 165.80 feet to a point;
Thence South 65°18'51" West, 98.15 feet to a point;
Thence South 54°59'58" West, 65.19 feet to a point;
Thence South 31°06'39" West, 93.50 feet to a point;
Thence South 40°10'25" West, 63.58 feet to a point;
Thence South 45°38'28" West, 26.72 feet to a point;
Thence South 16°29'17" West, 22.50 feet to a point;
Thence South 51°35'32" West, 37.28 feet to a point;
Thence South 32°58'05" West, 39.11 feet to a point;
Thence South 36°16'02" West, 81.52 feet to a point;
Thence South 25°44'18" East, 25.94 feet to a point;
Thence South 2°36'14" West, 24.87 feet to a point;
Thence South 17°24'45" East, 3.26 feet to a point;
Thence the following courses along the centerline of a creek;
Thence North 45°01'09" West, 11.33 feet to a point;
Thence North 64°29'07" West, 109.07 feet to a point:
Thence North 41°50'28" West, 44.11 feet to a point;
Thence North 31°07'58" West, 224.76 feet to a point;
Thence North 18°26'47" West, 82.87 feet to a point;
Thence North 9°16'59" West, 205.00 feet to a point;
Thence North 37°23'06" West, 69.23 feet to a point;
Exhibit A - Page 4
311033619.4

Thence North 28°11'19" East, 37.51 feet to a point;
Thence North 10°58'15" West, 34.30 feet to a point;
Thence North 37°02'57" East. 17.89 feet to a point;
Thence North 5°40'57" East, 38.81 feet to a point;
Thence North 52°25'49" East, 35,63 feet to a point;
Thence North 6°50'02" West, 44.61 feet to a point;
Thence North 1 1°00'42" East, 44.78 feet to a point;
Thence North 36°34'24" East, 78.65 feet to a point;
Thence North 27°45'58" East, 39.03 feet to a point;
Thence North 53°04'13" East, 33.01 feet to a point;
Thence North 38°44'41" East, 45.33 feet to a point;
Thence North 47°38'19" East, 40.43 feet to a point;
Thence North 47°18'07" East. 49.00 feet to a point;
Thence North 41°14'28" East, 30.43 feet to a point;
Thence North 12°39'35" East, 32.84 feet to a point;
Thence North 19°43'16" East, 27.85 feet to a point;
Thence North 35°20'21" East, 33.93 feet to a point;
Thence North 50°18'O1" East, 23.00 feet to a point;
Thence North 47°39'06" East, 4.06 feet to a point;
Thence North 47°39'06" East, 32.82 feet to a point;
Thence North 34°42'39" East, 27.57 feet to a point;
Thence North 19°16'09" East, 23.20 feet to a point;
Thence North 10°00'50" East, 33.86 feet to a point;
Thence North 14°22'51" West, 36.00 feet to a point;
Thence North 11°47'25" West, 20.36 feet to a point;
Thence North 19°02'07" East, 20.06 feet to a point;
Thence North 6°17'39" West, 27.85 feet to a point;
Thence North 14°02'39" West, 19.77 feet to a point;
Thence North 40°50'59" West, 23.34 feet to a point;
Thence North 0°50'35" West, 14.82 feet to a point;
Thence North I 1°26'S0" East, 18.68 feet to a point;
Thence North 18°51'11" East, 16.23 feet to a point;
Thence North 4°21'12" West, 20.11 feet to a point;
Thence North 5°38'03" West, 31.10 feet to a point;
Thence North 4°11'25" West, 26.74 feet to a point;
Thence North 15°03'45" East, 32.73 feet to a point;
Thence North 33°40'25" East, 20.50 feet to a point;
Thence North 52°33'03" East, 29.39 feet to a point;
Thence North 34°38'23" East, 22.25 feet to a point;
Thence North 30°57'01" East, 16.59 feet to a point;
Thence North 40°17'46" East, 16.86 feet to a point;
Thence North 2°07'20" East, 17.67 feet to a point;
Thence North 19°13'21" East, 15.23 feet to a point;
Thence South 72°15'55" East, 11.45 feet to a point;
Thence South 59°03'03" East, 20.34 feet to a point;
Thence North 61°38'41" East, 12.39 feet to a point;
Exhibit A - Page 5
311033619.4

Thence North 33°07'37" East, 11.97 feet to a point;
Thence North 16°42'28" East, 18.20 feet to a point;
Thence North 22°25'04" East, 30.94 feet to a point;
Thence North 22°05'39" East, 23.79 feet to a point;
Thence North 28°59'18" East, 30.15 feet to a point;
Thence North 38°08'56" East, 42.76 feet to a point;
Thence North 41°12'09" East, 44.03 feet to a point;
Thence North 24°18'O1" East, 20.19 feet to a point;
Thence North 24°36'10" East, 28.29 feet to a point;
Thence North 39°18'19" East, 18.59 feet to a point;
Thence North 44°08'07" East, 20.04 feet to a point;
Thence North 60°46'22" East, 30.52 feet to a point;
Thence North 57°20'04" East, 27.46 feet to a point;
Thence South 88°42'48" East, 19.41 feet to a point;
Thence North 56°19'30" East, 18.87 feet to a point;
Thence North 47°58'39" East, 35.81 feet to a point;
Thence North 38°56'36" East, 21.86 feet to a point;
Thence North 21°38'33" East, 13.60 feet to a point;
Thence North 13°44'20" West, 15.58 feet to a point;
Thence North 28°37'27" West, 21.85 feet to a point;
Thence North 24°12'21" West, 16.49 feet to a point;
Thence North 13°14'51" East, 11.42 feet to a point;
Thence North 61°16'28" East, 7.71 feet to a point;
Thence North 80°26'43" East, 21.01 feet to a point;
Thence South 86°51'56" East, 31.89 feet to a point;
Thence South 82°20'58" East, 24.74 feet to a point;
Thence South 74°29'04" East, 28.52 feet to a point;
Thence South 38°28'13" East, 18.93 feet to a point;
Thence South 2°07'24" West, 11.78 feet to a point;
Thence South 42°50'30" East, 12.19 feet to a point;
Thence South 84°02'20" East, 14.69 feet to a point;
Thence North 82°24'34" East, 26.40 feet to a point;
Thence South 82°17'29" East, 32.56 feet to a point;
Thence North 80°48'17" East, 42.25 feet to a point;
Thence North 76°27'51" East, 30.73 feet to a point;
Thence North 80°42'43" East, 24.31 feet to a point;
Thence North 72°03'13" East, 24.76 feet to a point;
Thence North 70°26'22" East, 34.78 feet to a point;
Thence North 85°04'32" East, 25.39 feet to a point;
Thence North 84°27'17" East, 38.34 feet to a point;
Thence South 85°25'43" East, 27.35 feet to a point;
Thence North 64°06'22" East, 8.48 feet to a point;
Thence North 50°3I'00" East, 20.91 feet to a point;
Thence North 41°57'49" East, 23.16 feet to a point;
Thence North 47°34'10" East, 24.23 feet to a point;
Thence North 53°19'33" East, 7.11 feet to a point;
Exhibit A - Page 6
311033619.4

Thence North 53'19'33" East, 9.43 feet to a point;
Thence North 78'11'15" East, 21.81 feet to the Point of BEGINNING.
Containing 38.439 acres more or less
Exhibit A - Page 7
311033619.4

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Exhibit B
Purchase and Sale Agreement
[see attached]
Exhibit B
311033619.4

REAL ESTATE PURCHASE AGREEMENT
THIS ESTATE PURCHASE AGREEMENT ("Agreement"), made and entered
into as of then day of January, 2020 (the "Effective Date"), by and among Rollman
Properties,LLC, a North Carolina limited liability company (the "Seller"),and Fred J. Smith,III,
an individual resident of North Carolina, or his permitted assigns(the"Buyer");
Recitals:
A. The Seller owns fee simple title to that certain real property described on Exhibit A
attached hereto (the"Property");
B. Buyer desires to acquire the Property from Seller and Seller is willing to sell and
convey the Property to Buyer,pursuant to the terms and conditions of this Agreement and
C. Buyer contemplates development on the Property of a residential housing project
comprised of detached single-family residences (the"Project");
NOW, THEREFORE, in consideration of the premises and the respective agreements
contained herein, Seller and Buyer agree as follows:
1. purchase and Sale. Seller shall sell and convey the Property to Buyer, and Buyer
shall purchase and take the Property from Seller, upon the terms and conditions and for the
consideration set forth in this Agreement
2. Consideration.
a. The purchase price of the Property to be sold and purchased hereunder shall be Two
Million Two Hundred Fifty-Five Thousand Seven Hundred Fifty Dollars ($2,255,750) (the
"Purchase Price").
b. The Purchase Price shall be payable at Closing by wire transfer of immediately
available funds in an amount equal to the Purchase Price. The Parties acknowledge that the Seller
would prefer to receive its proceeds at Closing in the form of a certified check rather than a wire
transfer,to the extent acceptable to the closing agent.
3. Earnest Money Deposit. Buyer shall deposit with Metro Title Company, a North
Carolina Corporation,as escrow agent (the"Escrow Agent")the following as an earnest money
deposit (the"Earnest Money Deposit"), which shall secure Buyer's performance hereunder and
which shall be held by the Escrow Agent and disbursed in accord with the terms and provisions of
this Agreement
a. At the time of execution of this Agreement the amount of Ten Thousand Dollars
($10,000) (the"First Installment");
b. On or before the day which is ninety(90)days from the Effective Date,the amount
of Forty Thousand Dollars($40,000)(the"Second Installment"); and

c. On or before the day which is seven (7) days after the Buyer has obtained the
Entitlements (as defined below), the amount of Fifty Thousand Dollars (S50,000) (the "Third
Installment").
The First Installment of the Earnest Money Deposit shall secure Buyer's performance hereunder
through the day which is ninety(90)days from the Effective Date and shall be held by the Escrow
Agent and disbursed in accord with the terms and provisions of this Agreement The First
Installment and Second Installment of the Earnest Money Deposit shall secure Buyer's
performance hereunder through the day that which is seven(7) days after the Buyer has obtained
the Entitlements(as defined below)and shall be held by the Escrow Agent and disbursed in accord
with the terms and provisions of this Agreement The First Installment, Second Installment and
Third Installment of the Earnest Money Deposit shall secure Buyer's performance hereunder
through the Required Closing Date (as defined below)and shall be held by the Escrow Agent and
disbursed in accord with the terms and provisions of this Agreement In the event the sale under
this Agreement shall close,any and all of the Earnest Money Deposit deposited by Buyer with the
Escrow Agent shall be applied to the Purchase Price at Closing. In the event the sale under this
Agreement does not close due to (a) the default of Buyer or (b) a termination of this Agreement
pursuant to Section 10.b,the Earnest Money Deposit deposited by Buyer with the Escrow Agent
shall be paid and delivered to Seller as liquidated and agreed damages,in lieu of all other damages
and remedies available to Seller. In the event the sale under this Agreement does not close for any
reason other than(a)the default of Buy er or(b)a termination of this Agreement pursuant to Section
10.b,the Earnest Money Deposit deposited by Buyer with the Escrow Agent shall be returned to
Buyer by the Escrow Agent with Buyer reserving all remedies available to Buyer at law or in
equity for Seller's nonperformance.
4. Examiujtion of Pronerty.
a. To the extent the following documents or materials are in a Seller's possession or
control (which includes such documents or materials in the possession of a Seller's agents or
consultants), and to the extent not already delivered to Buyer, within seven (7) days after the
Effective Date, Seller shall deliver to Buyer all existing agreements, surveys, engineering tests or
reports, construction plans or specifications for infrastructure improvements, grading permits,
environmental permits, architectural documents, zoning documents, environmental assessments,
title insurance policies or reports, soil and geological test and reports, flood control conditions,
drainage and grading information and all other tests or reports or governmental approvals, if any,
relating to the Property ("Property Documents"). In addition, Seller shall deliver to Buyer any
additional Property Documents created by a Seller or its agents alter the Effective Date and prior
to Closing.
Buyer,or its representatives, shall have the right at any time after execution of this Agreement to
enter upon the Property for the purpose of examining the same and making such surveying,
architectural, engineering, topographical, geological, soil and other tests and measurements as
Buyer deems necessary or advisable for the purpose of determining whether the Property is
suitable for the development thereof for residential purposes. Buyer shall maintain in effect a
policy of general liability insurance,which covers individuals entering the Property at the direction
of Buyer,and shall provide Seller evidence thereof In the event the purchase of the Property does
not close for any reason other than the default of the Seller, then notwithstanding the possible
2

termination of this Agreement(i)Buyer shall repair and restore any and all damage to the Property
resulting from acts of Buyer or its agents, employees or invitees; and (ii)Buyer shall return to
Seller all of the Property Documents,and upon Seller's request,provide to Seller copies of any and
all studies,reports, surveys, and other information relating directly to the Property prepared by or
at the request of Buyer, its employees and agents (including, without limitation, relating to the
Improvements (as defined below)),without any warranty or representation by Buyer. The cost of
the inspections, tests and investigations undertaken by Buyer pursuant to this Section 4.b or
otherwise pursuant to this Agreement shall be borne solely by Buyer and Buyer shall indemnify
and hold Seller harmless from and against any and all loss,costs and expense,including reasonable
attorneys'fees,for the costs of such inspections,tests and investigations and for damage to persons
or property caused by Buyer's inspection,testing and investigation of the Property prior to Closing.
The indemnities contained in this Section 4.b shall survive the Closing or the earlier termination
of this Agreement for a period of one(1)year.
5. Investigation and Entitlement Periosi.
a. Upon execution of this Agreement, Buyer shall have the period to and including
that day which is ninety (90) days from the Effective Date (the "Investigation Period") to, at
Buyer's expense,investigate and verify to Buyer's satisfaction that the Property is suitable for the
development of the Project thereon,as determined in Buyer's sole discretion. If Buyer is unable
to verify,to its satisfaction,the foregoing matters,then,at Buyer's option,Buyer,by written notice
delivered to Seller on or before the close of the Investigation Period, may terminate this
Agreement If Buyer terminates this Agreement pursuant to the provisions of this Section 5.a or
otherwise fails to deposit the Second Installment of the Earnest Money Deposit with the Escrow
Agent on or before the day which is ninety(90)days from the Effective Date, the First Installment
of the Earnest Money Deposit and all income thereon deposited by Buyer with the Escrow Agent
shall be paid and delivered by the Escrow Agent to Seller as liquidated and agreed damages, in
lieu of all other damages and remedies available to Seller. In the event of such termination or if
the Buyer otherwise fails deposit the Second Installment of the Earnest Money Deposit with the
Escrow Agent on or before the day which is ninety (90)days from the Effective Date,Buyer and
Seller shall have no further liability or tights hereunder except as provided in Section 4. If Buyer
does not elect to terminate this Agreement pursuant to the provisions of this Section 5.a on or
before the close of the Investigation Period and deposits the Second Installment of the Earnest
Money Deposit with the Escrow Agent on or before the day which is ninety (90) days from the
Effective Date, then all the specific conditions of this Section 5.a shall be deemed satisfied and
waived by Buyer.
b. Upon execution of this Agreement, Buyer shall have the period to and including
the Closing Date (the "Entitlement Period")to, at Buyer's expense, seek (i) from the Town of
Garner, North Carolina (the "Town") and from Wake County, North Carolina (the "County")
such land use approvals as arc required by the Town or by the County in connection with the
Project(the"Entitlements"); and(ii) such engineering and related permits as arc required by the
Town, by the County, or by the State of North Carolina (the "State") in connection with the
Project, including without limitation a grading permit (the "Permits"). At no expense to Seller,
Seller shall reasonably cooperate with Buyer in Buyer's efforts to obtain the Entitlements and the
Permits, including without limitation the execution by Seller of such applications as are required
by the Town, by the County, or by the State with respect to the Entitlements or the Permits. If,
3

despite using good faith efforts to do so, Buyer is unable to obtain the Entitlements within
seventeen(17)months plus twenty-one(21) days from the Effective Date,then,at Buyer's option,
Buyer, by written notice delivered to Seller on or before the day which is seventeen (17)months
plus twenty-one (21) days from the Effective Date, may terminate this Agreement. If Buyer
terminates this Agreement pursuant to the provisions of this Section 5.b or otherwise fails to
deposit the Third Installment of the Earnest Money Deposit with the Escrow Agent on or before
the day which is seventeen (17) months plus twenty-one (2i) days from the Effective Date, the
First Installment and Second Installment of the Earnest Money Deposit and all income thereon
deposited by Buyer with the Escrow Agent shall be paid to and delivered by the Escrow Agent to
Seller as liquidated and agreed damages, in lieu of all other damages and remedies available to
Seller. In the event of such termination or if the Buyer otherwise fails to deposit the Third
Installment of the Earnest Money Deposit with the Escrow Agent on or before the day which is
seventeen(17)months plus twenty-one(21)days from the Effective Date, Buyer and Seller shall
have no further liability or rights hereunder except as provided in Section 4.
6. Survey and Title.
a. Prior to Closing, Buyer shall, at Buyer's expense, cause an accurate survey
("Survey") of the Property to be made by a licensed North Carolina Land Surveyor. Buyer shall,
at Buyer's expense,cause the Survey to be recorded at or before Closing in the office of the Wake
County,North Carolina Register of Deeds.
b. At Closing hereunder, Seller shall convey to Buyer by special warranty deed (the
"Deed")fee simple and marketable title to the Property,and insurable as such in an amount equal
to the Purchase Price by such North Carolina licensed title insurance company as Buyer may
choose,at regular rates,on an ALTA Form Owner's Policy acceptable to Buyer, free and clear of
any and all liens, defects, encumbrances, occupancies, leases, easements, covenants, restrictions,
or other matters whatsoever,whether recorded or unrecorded, except for(i) the lien of real estate
taxes not yet due and payable;and(ii)the title and survey exceptions set forth in Schedule B-Il of
Buyer's title commitment(the"Title Commitment")and/or shown on the Survey to which Buyer
makes no objection or to which Buyer waives its objection (the matters described in clauses (i)
and(ii)are collectively the"Permitted Exceptions").
c. Buyer shall notify Seller,in writing,of its title and survey objections,if any, on or
before the close of the Investigation Period (the "Title and Survey Objection Notice"), and any
such title or survey objections not reflected in the Title and Survey Objection Notice shall be
Permitted Exceptions. Seller shall have the right, within ten(10) days from receiving such Title
and Survey Objection Notice, to elect: (i)to cure some or all of the defect(s) at Seller's cost and
expense; or(ii)not to cure some or all of such defect(s). Seller's failure to notify Buyer within the
stated time frame that Seller intends to cure shall be deemed to be Seller's notice to Buyer that
Seller elects not to cure such defect(s).
d. If Seller elects not to cure one or more defect(s), then Buyer, by delivering notice
to Seller within seven (7) days following Seller's actual or deemed notice to Buyer that Seller
elects not to cure the defect, may either: (i)waive the defect(s) and close without a reduction in
the Purchase Price, in which case the waived defect(s) shall be Permitted Exceptions; or
(ii)terminate this Agreement,whereupon any and all of the Earnest Money Deposit deposited by
4

Buyer with the Escrow Agent shall be paid and delivered to Buyer and the parties hereto shall not
have any further obligation or liability to the other with respect to the transactions contemplated
by this Agreement except for Buyer's indemnification and restoration obligations under Section 4.
Buyer's failure to notify Seller within the stated time frame that Buyer intends to waive the
defect(s) and close shall be deemed Buyer's election to terminate this Agreement.
e. If Seller elects to cure one or more defect(s), Seller shall do so prior to Closing,and
if after making such election Seller fails to cure such defect(s) prior to Closing, Buyer shall have
the right to either (i)waive the defect(s) and close without a reduction in the Purchase Price, in
which case the waived defect(s) shall be Permitted Exceptions; or (ii)terminate this Agreement,
whereupon any and all of the Earnest Money Deposit deposited by the Buyer with Seller shall be
paid and delivered to Buyer and the parties hereto shalt not have any further obligation or liability
to the other with respect to the transactions contemplated by this Agreement except for Buyer's
indemnification and restoration obligations under Section 4.
£ Buyer shall not be required to object to monetary liens or governmental assessments
encumbering the Property, and such items shall be released at Seller' expense as of Closing. In
addition, Seller shall be required to satisfy the customary and reasonable requirements applicable
to Seller set forth in Schedule B-I of the Title Commitment, including, without limitation, the
release, at or prior to Closing,of all monetary liens encumbering the Property and may apply sale
proceeds therefor.
7. Representations. Warranties. and Covenants.
a. Seller' Representations. Warranties.and Coyenants. To induce Buyer to enter into
this Agreement and to purchase the Property, Seller hereby makes the following representations,
warranties and covenants, upon each of which Seller acknowledges and agrees that Buyer is
entitled to rely and has relied:
i. Seller is a limited liability company duly organized,validly existing and in
good standing under the laws of the State of North Carolina, and has all limited liability
company powers to carry on its business as now conducted and to enter into and perform
its obligations under this Agreement and any document or instrument required to be
executed and delivered on behalf of Seller hereunder.
ii. This Agreement has been duly authorized by all necessary action on the part
of Seller. This Agreement has been duly executed and delivered by Seller,constitutes the
valid and binding agreement of Seller, and is enforceable in accordance with its terms.
iii. The execution and delivery of and the performance by Seller of its
obligations hereunder do not and will not contravene, or constitute a default under, any
provisions of applicable law or regulation, Seller's organizational documents, or any
agreement,judgment,injunction,order, decree or other instrument binding upon Seller, or
result in the creation of any lien or other encumbrance on any asset of Seller.
iv. Seller has not received written notice of any action, suit or proceeding,
pending or known to be threatened, against or affecting Seller in any court or before any
arbitrator or before any governmental body which: (A)in any manner raises any question
5

affecting the validity or enforceability of this Agreement or any other agreement or
instrument to which Seller is a party or by which it is bound and that is to be used in
connection with, or is contemplated by,this Agreement;(B) could materially and adversely
affect the business,financial position or results of operations of Seller;(C) could adversely
affect the ability of Seller to perform its obligations hereunder, or under any document to
be delivered pursuant hereto; (D)could create a lien on the Property, any part thereof or
any interest therein; or (E)could adversely affect the Property, any part thereof or any
interest therein or the use,operation,or condition of occupancy thereof.
v. Seller has not filed a petition or an answer seeking reorganization or an
arrangement with creditors or to take advantage of any insolvency or bankruptcy law.
vi. Seller is not a nonresident alien for purposes of United States income
taxation or a foreign corporation, foreign partnership, foreign trust, or foreign estate (as
such terms are defined in Section 1445 of the Internal Revenue Code of 1986, as amended
(the"Code"), and the regulations promulgated thereunder. Seller shall deliver to Buyer at
Closing an affidavit in customary form with respect to the representations contained herein,
and certifying to Buyer Seller's federal taxpayer identification number (the "FIRPTA
Affidavit").
vii. To Seller's actual knowledge without requirement of investigation, there
has been no release, manufacture, production, treatment, storage or disposal of any
substance or material on the Property, including the groundwater on, under, or about the
Property, the generation, production, release, treatment, storage or disposal of which is
regulated under the Comprehensive Response, Compensation and Liability Act,42 U.S.C.
Section 9601 eM egg.and implementing regulations,or any applicable federal,state or local
law, ordinance, regulation or order of any governmental body (any and all substances are
referred to herein collectively as the"Hazardous Substances"and any and all such laws,
ordinances, regulations and orders are referred to herein collectively as the
"Environmental Laws").
viii. Neither Seller, nor any agent of Seller, has knowledge of any change or
proposed change in the route, grade or width of, or otherwise affecting,any street or road
adjacent to or serving the Property.
ix. Seller has not received a notice, directly or indirectly, of any pending,
threatened or anticipated environmental proceedings, claims,judgments,or orders against
any of the Property or against Seller.
x. There are no unrecorded leases or agreements, or mechanics liens, with
respect to the Property, and at Closing Seller shall deliver to Buyer an affidavit in
customary form with respect to such representations.
xi. Except for(a)the Improvements, (b)other work performed by Buyer,(c) or
damage caused by Buyer, Seller shall maintain the Property, and cause the Property to be
maintained, from the date hereof until the Closing Date, substantially in its current
6

condition,ordinary wear and tear and damage by fire,earthquake, land subsidence or other
casualty excepted.
b. Buyer's Represegiations.Warranties,and Covenants. To induce Seller to enter into
this Agreement and to sell the Property, Buyer hereby makes the following representations,
warranties and covenants, upon each of which Buyer acknowledges and agrees that Seller is
entitled to rely and have relied.
i. Buyer is an individual resident of North Carolina,and has all governmental
licenses, authorizations,consents and approvals to carry on its business as now conducted
and to enter into and perform its obligations under this Agreement and any document or
instrument required to be executed and delivered on behalf of Buyer hereunder.
ii. This Agreement has been duly executed and delivered by Buyer,constitutes
the valid and binding agreement of Buyer, and is enforceable in accordance with its terms.
iii. There is no action, suit or proceeding,pending or known to be threatened,
against or affecting Buyer in any court or before any arbitrator or before any governmental
body which could adversely affect the ability of Buyer to perform its obligations hereunder,
or which could adversely affect the Property or any part thereof or any interest therein.
iv. Buyer has not filed a petition or an answer seeking reorganization or an
arrangement with creditors or to take advantage of any insolvency or bankruptcy law.
8. As-ls Purchase.
a. Other than as expressly provided herein,Buyer shall accept the Property in its "AS-
IS" and "WHERE-IS" physical condition with all faults, and Buyer shall be deemed to have
released, discharged and acquitted Seller from any and all claims or causes of action relating to
the Property,including such physical condition,whenever discovered.
b. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER
MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR.ARISING
BY OPERATION OF LAW, INCLUDING, WITHOUT LIMTFATION, ANY WAY OF
CONDITION,HABITABILITY,MERCHANTABILITY,OR FITNESS FOR A PARTICULAR
PURPOSE OF THE PROPERTY.
9. Conditions Precedent
a. Conditions,Precedent to Seller's Obligations. Seller's obligations hereunder are
conditioned upon performance by Buyer, or waiver by Seller, of the following conditions
precedent on or prior to Closing:
i. All representations and warranties made by Buyer in this Agreement shall
be true and accurate and remain in full force and effect on the Closing Date.
7

ii. Buyer shall have delivered the First Installment, Second Installment and
Third Installment of the Earnest Money Deposit in accordance herewith and will pay the
balance of the Purchase Price at Closing as herein provided.
iii. Buyer shall have timely performed each and every obligation imposed upon
Buyer hereunder and to be performed prior to or at Closing.
b. Conditions Precedent toiBuyer's Obligations. Buyer's obligations hereunder are
conditioned upon performance by Seller, or waiver by Buyer, of the following conditions
precedent on or prior to Closing:
i. All representations and warranties made by Seller in this Agreement shall
be true and accurate and remain in full force end effect on the Closing Date.
ii. Seller shall not have entered an agreement, oral or written, other than this
Agreement,with reference to the sale of the Property.
iii. Neither Seller nor the Property shall be subject to any judgment or decree
of a court of competent jurisdiction, or to any litigation or administrative proceeding,which
would adversely affect the Property,or which would limit,negate, or restrict Seller's right
to enter into this Agreement.
iv. Neither Seller,nor any agent of Seller, shall have received any notice from
any city, county or other governmental authority of any taking of the Property, or any
portion thereof, by eminent domain or similar proceeding, and no such taking or other
condemnation of the Property,or any portion thereof, shall be threatened or contemplated
by any governmental authority.
v. The current zoning status of the Property shall not have been changed or
modified as of the Closing Date, save and except a zoning status of the Property changed
or modified as a result of a request of the Buyer.
vi. Except for(a) the Improvements,(b) other work performed by Buyer,(c) or
damage caused by Buyer, Seller shall have maintained the Property from the date hereof
until the Closing Date substantially in its current condition, ordinary wear and tear
excepted.
vii. Buyer shall not have terminated this Agreement pursuant to Section 5 or
Section b.
viii. Seller shall have timely performed each and every obligation imposed upon
Seller hereunder and to be performed prior to or at Closing.
10. Ogling.
a. The consummation of the sale and purchase of the Property (the"Closing") shall
be held on a date (the "Closing Date") which shall be within thirty (30) days following the date
Buyer has obtained the Entitlements and the Permits(the"Required Closing Date"). The Closing
8

chall be held in Johnston or Wake County,North Carolina,at such time and place as Buyer may
designate.
b. In the event that for any reason other than the default of Seller the Closing has not
taken place on or before that date which is the first to occur of(i) the Required Closing Date or
(ii)eighteen (18) months from the Effective Date, then this Agreement shall terminate and the
Earnest Money Deposit deposited by Buyer with the Escrow Agent and all income thereon shall
be paid and delivered by the Escrow Agent to Seller in lieu of all other damages and remedies
available to Seller, and the parties hereto shall not have any further obligation or liability to the
other with respect to the transactions contemplated by this Agreement except for Buyer's
indemnification and restoration obligations under Section 4.
c. At the Closing, Seller shall execute as appropriate and deliver to Buyer:
i. Resolutions signed by all members of Seller, approving the entry by Seller
into this Agreement, and the Closing of the transactions contemplated by this Agreement,
and authorizing a representative of Seller to execute and deliver on behalf of Seller the
documents and instruments to be executed and delivered by Seller at the Closing;
ii. The Deed;
iii. A non-warranty deed conveying to Buyer the Property containing a legal
description of the Property based upon the as-surveyed description from the Survey;
iv. An affidavit in form and substance reasonably acceptable to Seller sufficient
to induce the title company that issued the Title Commitment to insure that there are no
parties in possession of the Property and that there are no mechanics liens,tax liens,unpaid
claims for labor,services or material, chattel liens,or similar liens against or with respect
to the Property,nor does any person have a right to place such a lien against or with respect
to the Property;
v. A United States Internal Revenue Service Form 1099-S;
vi. The FIRPTA Affidavit; and
vii. A settlement statement prepared by the closing agent and approved by
Seller.
d. At the Closing,Buyer shall execute as appropriate and deliver to Seller.
i. Resolutions signed by all members of Entity Buyer (as defined in
Section 26), approving the entry by Entity Buyer into this Agreement,and the Closing of
the transactions contemplated by this Agreement,and authorizing a representative of Entity
Buyer to execute and deliver on behalf of Entity Buyer the documents and instruments to
be executed and delivered by Entity Buyer at the Closing;
ii. the Purchase Price;
9

iii. a completed and executed IRS Form W-9 with respect to Entity Buyer; and
iv. A settlement statement prepared by the closing agent and approved by
Buyer.
11. PrQrations. Buyer and Seller shall prorate, to the Closing Date, all items
customarily prorated and adjusted in connection with the closing of real estate
similar to the Property, including all ad valorem taxes on a calendar year basis,
other income or charges, as the case may be, assessed against or derived from the
Property; provided however, Seller shall be solely responsible for payment of
pending or confirmed governmental assessments against the Property and any
"rollback"or other deferred taxes due in connection with a change in ownership or
use of the Property. Any such proration based on an estimate may, at the request
of either Buyer or Seller, be subsequently readjusted upon receipt of adequate
evidence to establish the correctness of the amount so estimated. If the ad valorem
tax bill for the Property is available at Closing, such taxes shall be prorated by the
parties and paid at Closing.
12. Closing Costs. Seller shall pay for the preparation of the Deed and the North
Carolina real estate excise tax with respect to the Property transfer effected by the Deed. Buyer
shall be responsible for the title insurance premium and the cost of recording the Deed. All other
fees and costs of Closing shall be paid by Buyer. Except as otherwise provided herein,each party
shall bear its own expense or expenses,including its own attorneys' fees.
13. Risk ofJss. Risk of loss or damage by fire, earthquake, land subsidence or other
casualty through the delivery of the Deed at the Closing shall remain with Seller. Upon the
delivery of the Deed at the Closing,risk of loss shall pass to Buyer. Notwithstanding the foregoing,
risk of loss with respect to the Improvements shall at all times lie with Buyer.
14. Covenants.Restrictions and Approvals.
a. Should Closing under this Agreement occur, Buyer and Seller covenant and agree
that vacant possession of the Property shall be delivered to Buyer by Seller at Closing.
b. A breach of any of the terms, covenants or other obligations as applicable to the
respective parties under this Section 14 may result in irreparable harm to the non-breaching party.
Therefore, the failure on the part of either party to perform all of the terms, covenants and
obligations established by this Section 14 shall give rise to a right to the other party to obtain
enforcement of this Section 14 in a court of equity by a decree of specific performance or other
injunctive relief. This remedy,however, shall be cumulative and in addition to any other remedy
the parties may have.
15. Attorneys' Fees. If either party commences an action against the other party to
enforce any of the terms hereof because of the breach of the other party of any of the terms hereof,
the prevailing party (as determined by the presiding judge) shall be entitled to reasonable
attorneys' fees and costs and expenses incurred in connection with the prosecution or defense of
such action.
10

16. Brokerage Fees. To the extent that Seller is represented by a real estate broker in
connection with the transaction covered by this Agreement, Seller shall be solely responsible for
any compensation payable to such broker by reason of such representation. Buyer represents and
warrants to Seller that Buyer is not represented by a real estate broker in connection with the
transaction covered by this Agreement Each of Seller and Buyer shall indemnify,defend and hold
harmless the other party for,from and against any and all claims, fees,commissions,or suits made
or brought by any person or firm for a real estate broker's commission or like compensation as a
result of an alleged representation of such party in connection with the transaction covered by this
Agreement.
17. Tax-Deferred Exchange. In the event that Buyer or Seller desire to effect a tax-
deferred exchange,Buyer and Seller agree to cooperate in effecting such exchange.
18. Notic g. Any notices required or permitted to be given under the terms of this
Agreement shall be considered properly made,and shall be effective upon receipt,if sent or given
by (a)certified mail or registered mail, return receipt requested, postage prepaid, (b) Federal
Express with fees prepaid,or(c)band delivery, to the parties at the addresses set forth below:
If intended for Seller,to:
Rollman Properties,LLC
Attn.: Manager
904 Wakestone Court
Raleigh,North Carolina 27609-6352
With a copy to:
Brooks Pierce LLP
Attn:Anna Ti son
1700 Wells Fargo Capitol Center
150 Fayetteville Street
Raleigh, NC 27601
If intended for Buyer,to:
Fred J. Smith, III
1524 Canterbury Road
Raleigh,North Carolina 27608
Either party may, from time to time,by delivery of notice as herein provided,designate a different
address or party to which notices to them shall be sent.
19. Time of Essence. Time is of the essence of this Agreement
20. Survival of Provisions. All the terms, conditions,representations and agreements
contained herein, as applicable, shall survive the Closing and the delivery of the Deed and other
documents for a period of one(1)year.
11

21. jnterpretation. The captions and headings used throughout this Agreement shall in
no way be held or deemed to define, limit, describe, explain, modify, amplify or add to the
interpretation, construction or meaning of any provisions of or the scope or intent of this
Agreement,nor in any way affect this Agreement. Whenever used herein,a pronoun in any gender
(masculine, feminine or neuter) shall include the remzining genders, and the singular the plural
and the plural the singular. Buyer and Seller have had full opportunity to negotiate this Agreement,
and neither Buyer nor Seller intend that this Agreement be construed for or against Buyer or Seller
because or their role in drafting this Agreement.
22. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina.
23. Duplicate Originals. This Agreement has been executed in duplicate originals,and
Seller and Buyer each acknowledges receipt of one of the executed originals.
24. gxhibits. All Exhibits attached hereto are made a part hereof.
25. F.ntire Agreement. This Agreement contains the entire understanding and
agreement by and between the parties hereto with respect to the subject matter hereof,and all prior
or contemporaneous oral or written agreements or instruments are merged herein and no
amendment to this Agreement shall be effective unless the same is in writing and signed by the
parties hereto.
26. Assignment. Prior to Closing, Buyer will assign this Agreement to a limited
liability company controlled by Buyer(the "Entity Buyer"), and following such assignment the
term "Buyer" shall refer to the Entity Buyer;provided, however, that such assignment shall not
relieve Buyer from any obligations or liability hereunder. Otherwise,this Agreement may not be
assigned without the prior written consent of the other party.
27. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.
[Signature Page Follows)
12

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed under seal,all as of the day and year first above written.
SELLER: BUYER:
Rollman Pro LL [Seal] Fred J. Smith, III
By: st 1.i ` Seal]
Name: 5ecik �_ n11�tM.�-� F •J. Smi • I
Title: Manager
{Vac Client Files/15231003/00221494.DoCX)

STATE OF NORTH CAROLINA
COUNTY OF L i e.
I certify that the following person(s)personally appeared before me this day, each acknowledging
to me that he or she voluntarily signed the foregoing document for the purpose stated therein and
in the capacity indicated: Si,,, F ltmw+i ,Manager of Rollman Properties, LLC
Witness my hand and official seal,this the 9:?- day of San , -a Ua
M commission ires:
Y �P
11/a5 /.2ba 4 Public
[NOTARY SEAL] Print Name of NotaryLe,
ere
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STATE OF NORTH CAROLINA
COUNTY OF '-)AID
I certify that the following person(s)personally appeared before me this day,each acknowledging
to me that he or she voluntarily signed the foregoing document for the purpose stated therein and
in the capacity indicated: Fred J. Smith, III
2.020
Witness my hand and official seal,this the call day of CAN, 201-9.
My commission expires: A .AA._&tx" l
8-23-a I No Pubic
TbUS brc e 73a. )
[N ')Mi d BI ICTTEN Print Name of Notary
Wake County
North Carolina

The undersigned hereby accepts this Real Estate Purchase Agreement and agrees to
perform the functions of Escrow Agent hereunder.
ESCROW AGENT:
METRO TITLE COMPANY
B ; fkt�
Name: u;Q �,4j�t t
Title: All a ti d- F/ti'& f au4
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1Fife Clirmtctlne/1cIlmmXlM7 low rvvvl

FRED J.SMITH III 1003
ODA PELICAN INVESTMENTS �, 1e-11
1624 CANTERBURY RD 2, - el -2C J
RALEIGH,NC 276011
Date diaS!:lSfff '
Paytothe
Order of /1/lue)ir0 V fr/f (V / fltJ l $ /0( 000, 00 j
: -7-.,,,A YlvitA,560-& c'?' tP-r/e2-7------ ' ----Dollars la g:... i'
WINO •
NORTH STATE BANK
woody vas ,For 74.. h xd r /�.! telt �`5rl ( o.T -..mor -� -
E

Exhibit A
Description of Property
Being all those certain tracts or parcels of property lying and being in St Mary's Township,
Wake County,North Carolina, and being more particularly described as follows:
Parcel I (two tracts) -Tax ID No.040931
Being two tracts of land conveyed to John S. Lawrence by Deed from 011ie Alexander and
Armistead J.Maupin,Commissioners,dated February 28, 1958, recorded in Book 1310, Page
50,Wake County Registry.
Tract No. 1
BEGINNING at a stake,the center of Fayetteville Road, an iron stake, and rumning thence down
said road, South 4 deg. 14 minutes East 870 feet to an iron stake in the center of the road, corner
of Tract#2; thence South 58 degrees 00 minutes West 1289 feet to an iron stake on the bank of
Steephill Creek; thence North with said creek 52 degrees east 246 feet to an iron stake;thence
North with said creek 5 degrees 30 minutes East 287 feet to a stake on the bank of the creek;
thence North 26 deg. 15 minutes West 172 feet to a stake on the bank of the creek;thence North
42 degrees 30 minutes West 147 feet to a stake;thence North 51 degrees 45 minutes West 100
feet to a point where a small branch runs into said creek; thence with said branch North 43
degrees 15 minutes East 319 feet to a stake;thence South 74 degrees 30 minutes East 130 feet to
a stake on said branch; thence North 55 deg. East 15 feet East 342 feet to a stake on said branch;
thence North 68 deg. 30 minutes East 325 feet to a stake on said branch; thence North 56 deg.
115 feet to a stake; thence North 89 deg. 30 min. East 126 feet to the point of BEGINNING,
containing 23.2 acres, more or less.
Being the identical land conveyed to L. Bruce Gunter by Romie R. Glover and wife,by deed
dated February, 15, 1945,and recorded in Book 918 at page 168 Wake County Registry.
For further reference see Wake County Registry,books and pages as follows: 348 page 47; 484
page 457; 547 page 158; 547 page 157;743 page 507;714 page 461; and 799 page 478.
Tract No. 2
BEGINNING in the center of the Fayetteville Road,Willis Whitaker's and Alex Snelling's
(formerly)corner on the South side of the branch,and Homing thence South 84% deg.West 7.75
chains to a stake in the old field near the branch;thence down the various meanderings of said
branch in a southwesterly direction 25.34 chains to the sawmill race;thence down said race
11.41 chains to the mouth of David Whitaker's spring branch; thence up said branch about North
24 degrees East 6.50 chains to a pine stump on the side of the spring;thence North 73 deg. East
11 cbRinc through the old field to the Fayetteville Road,Fay Whitaker's corner;thence North 4
deg.West with said road 13.32&Ring to the top of Camp Ground Hill;thence North 9%2 deg.
West 8.68 chains with said road to the BEGINNING, containing 43% acres,more or less.
Being the same land conveyed to L. Bruce Gunter and wife, Helen B. Gunter by J.C.Mn.!an and
wife,by deed dated October 2, 1947, and recorded in Book 979, page 282, Wake County
Exhibit A, Page 1
(Far.C6®tFikd1523/003N0221994.DOCX)

Registry, which said deed reference is hereby made for a fuller and more particular description
and reference.
Exhibit A,Page 2
/CSC..IIf.� C.1 ..I 117 M1 MM7 1 M I MIS Vf

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FIRST AMENDMENT
to
REAL ESTATE PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT (the
"Amendment"), is made and entered into as of the 6th day of April, 2020 (the "Amendment
Date"), by and between Fred J. Smith, III, an individual resident of North Carolina (the
`Buyer"), and Rottman Properties, LLC, a North Carolina limited liability company (the
"Seller");
WITNESSETH:
WHEREAS, the Buyer and the Seller entered into a Real Estate Purchase Agreement
with an Effective Date of January 27, 2020(the "Agreement"), providing for the purchase and
sale of the Property described therein; and
WHEREAS,the Buyer and the Seller desire to amend the Agreement.
NOW,THEREFORE, for and in consideration of the premises, and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:
1. Definition of Terms. All capitalized terms contained herein and not otherwise
defined shall be defined as provided in the Agreement.
2. Investigation Period. The Buyer and the Seller hereby agree to extend the
expiration date of the Investigation Period from April 26, 2020 to June 25, 2020. Accordingly,
the reference in Section 5.a. of the Agreement to"that day which is ninety (90) days from the
Effective Date" is hereby deleted and replaced with the date"June 25, 2020".
3. Full Force and Effect. Except as modified hereby, the Agreement remains
unmodified and in full force and effect.
4. Successors and Assigns. This Amendment shall apply to, inure to the benefit of,
and be binding upon the parties hereto and upon their respective heirs, legal representatives,
successors and permitted assigns,except as otherwise provided herein.
[Signature Page Follows]
304661976.1

IN WITNESS WI IEREOJ;.this Amendmeni has been executed by the parties hereto, in
duplicate originals,as of the Amendment Date.
BUYER: SELLER:
Fred J mith,ttl Rodman Pro/ I LL
y' —
Name: Scan F. tollman
Title: , anager
[SIGNATURE I'AGE TO
FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT!
Q annebr)with f amCrannar

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SECOND AMENDMENT
to
REAL ESTATE PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO REAL ES ATE PURCHASE AGREEMENT(the
"Amendment"), is made and entered into as of the jj ay of April, 2020(the"Amendment
Date"), by and between Fred J. Smith, Ill,an individual resident of North Carolina(the
"Buyer"),and Rollman Properties,LLC,a North Carolina limited liability company (the
"Seller");
WITNESSETH:
WHEREAS,the Buyer and the Seller entered into a Real Estate Purchase Agreement
with an Effective Date of January 27, 2020(the`Initial Agreement"), providing for the
purchase and sale of the Property described therein;
WHEREAS,the Initial Agreement was amended pursuant to a First Amendment to Real
Estate Purchase Agreement made and entered into as of April 6,2020(the "First Amendment")
(the Initial Agreement, as amended pursuant to the First Amendment, is referred to as the
"Agreement");and
WHEREAS, the Buyer and the Seller desire to amend the Agreement.
NOW,THEREFORE, for and in consideration of the premises,and the mutual covenants
contained herein, and other good and valuable consideration,the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:
1. Definition of Terms. All capitalized terms contained herein and not otherwise
defined shall be defined as provided in the Agreement.
2. Earnest Money Deposit. The Buyer and the Seller hereby agree to extend the date
by which Buyer shall deposit the Second Installment from the date that is ninety (90)days from
the Effective Date until on or before the date that is five(5) days after the expiration of the
Investigation Period. Accordingly, (a) the reference in Section 3.b. of the Agreement to"the
day which is ninety (90)days from the Effective Date"is hereby deleted and replaced with the
date "June 30,2020", (b) the reference in the first sentence of the last paragraph of Section 3 of
the Agreement to "the day which is ninety (90)days from the Effective Date" is hereby deleted
and replaced with the date "June 30,2020", (c) the references in the third, fourth and fifth
sentences of Section 5.a. of the Agreement to "the day which is ninety(90) days from the
Effective Date"are hereby deleted and replaced with the date"June 30,2020".
3. Full Force and Effect. Except as modified hereby,the Agreement remains
unmodified and in full force and effect.
4. Successors and Assigns. This Amendment shall apply to, inure to the benefit of,
and be binding upon the parties hereto and upon their respective heirs, legal representatives,
successors and permitted assigns, except as otherwise provided herein.
484 1-1060-3705.v2

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duplicatc originals.as of ear,l=on.... n non
BUYER: SELLEft
Fred J. ith.Ill Raillatis .
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ASSIGNMENT AND ASSUMPTION OF CONTRACT AND CONSENT TO
ASSIGNMENTS
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACT ("Agreement') is made
effective as of the 1S1 day of May, 2020, by and between Fred J. Smith, III. a North Carolina
resident ("Smith"), ARS Garner-Old Stage Development, LLC, a North Carolina limited
liability company ("ARS"), and Rottman Properties, LLC, a North Carolina limited liability
company("Rottman").
RECITALS
A. On or about January 27, 2020, Smith entered into a Real Estate Purchase
Agreement with Rottman pursuant to which Smith agreed to purchase certain real property
("Property")owned by Rollman in Wake County,North Carolina("Purchase Agreement').
B. On or about April 6, 2020, Smith and Rottman amended the Purchase Agreement
by executing a First Amendment to Real Estate Purchase Agreement("First Amendment').
C. On or about April 15, 2020, Smith and Rottman amended the Purchase
Agreement by executing a Second Amendment to Real Estate Purchase Agreement ("Second
Amendment') (collectively,the Purchase Agreement, First Amendment and Second Amendment
shall be referred to as the"Amended Purchase Agreement").
C. Smith desires to assign to ARS all of Smith's rights and obligations under the
Amended Purchase Agreement ("Assignment"), ARS desires to assume the obligations of Smith
under the Amended Purchase Agreement ("Assumption"),and Rottman has agreed to consent to
the Assignment and Assumption without relieving Smith from any obligations or liability under
the Amended Purchase Agreement.
D. ARS has been negotiating a purchase of the Property after the Property is
improved by ARS with NVR,Inc("NVR").
E. NVR has represented to ARS that,while NVR is ready, willing and able to deliver
a refundable good faith deposit ("Deposit") to ARS prior to the closing on the Property between
Rottman and ARS, NVR will require ARS to secure the payment and performance of ARS'
obligations under any purchase agreement with NVR by assigning, transferring and setting over
to NVR all of ARS' right, title and interest in, to and under the Amended Purchase Agreement,
together with all additions to, substitutions for and modifications of the Amended Purchase
Agreement("Collateral Assignment').
F. Rollman has agreed to consent to the Collateral Assignment without relieving
Smith from any obligations or liability under the Amended Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
{File:Client Files/1523/004/00227217.00CXE

1. Assignment. Smith hereby assigns to ARS all of Smith's rights and outstanding
obligations under the Amended Purchase Agreement.
2. Assumption. ARS hereby assumes all of the outstanding obligations of Smith
under the Amended Purchase Agreement.
3. Consent. Without relieving Smith from any obligations or liability under the
Amended Purchase Agreement, Rollman hereby consents to the Assignment, Assumption and
Collateral Assignment.
4. Miscellaneous. North Carolina law will govern the interpretation and
enforcement of this Agreement. This Agreement shall bind the parties and their respective
successors and assigns. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original but which together shall constitute one instrument. Electronic
copies of this Agreement and the parties' signatures hereto will have the same force and effect as
originals.
[The remainder of this page is intentionally left blank]
{lilt ( Iilcs/IS23/(O4'(O227217 Doi X}

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first above written.
SMITH:
Fred J.Smith,I
By:
Fred J. Smith, I
ARS:
ARS Garner-Old Stage Development,LLC,
a North Carolina limited liability company
By: /4.Q,c.4
Alisa R.Smith
Manager
Rollman:
Rollman Properties,LLC,
a North Carotin i lied Ii .1i company
By:
an R Ilman
anager
(Ilk Client Files/l523/OO4VO2272I7 DOCX)

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THIRD AMENDMENT
to
REAL ESTATE PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT(the
"Amendment"),is made and entered into as of the 22"d day of June,2020(the"Amendment
Date"),by and between ARS Garner-Old Stage Development,LLC,a North Carolina limited
liability company(as assignee of Fred J. Smith,III,an individual resident of North Carolina) (the
"Buyer"),and Rollman Properties,LLC,a North Carolina limited liability company(the
"Seller");
WITNESSETH:
WHEREAS,Fred J. Smith,III and the Seller entered into a Real Estate Purchase
Agreement with an Effective Date of January 27,2020(the"Initial Agreement"),providing for
the purchase and sale of the Property described therein;and
WHEREAS,the Initial Agreement was amended pursuant to a First Amendment to Real
Estate Purchase agreement made and entered into as of April 6,2020(the "First Amendment");
and
WHEREAS,the Initial Agreement was amended a second time pursuant to a Second
Amendment to Real Estate Purchase Agreement made and entered intapn or around April 15,
2020(the"Second Amendment")(the Initial Agreement,as amended pursuant to the First
Amendment and Second Amendment,is referred to as the"Agreement");and
WHEREAS, and with the consent of the Seller,Fred J.Smith,III assigned all of Smith's
rights and outstanding obligations and Buyer assumed all of Smith's outstanding obligations
under the Agreement effective on or about May 1, 2020;and
WHEREAS,the Buyer and the Seller desire to amend the Agreement.
NOW,THEREFORE,for and in consideration of the premises,and the mutual covenants
contained herein,and other good and valuable consideration,the receipt and sufficiency of which
is hereby acknowledged,the parties hereto hereby agree as follows:
1. Definition of Terms.All capitalized terms contained herein and not otherwise
defined shall be defined as provided in the Agreement.
2. Earnest Money Deposit.The Buyer and the Seller hereby agree to extend the date
by which Buyer shall deposit the Second Installment from June 30, 2020(which was established
with the Second Amendment)until October 2,2020. Accordingly, (a)the reference in Section
3.b.of the Agreement(as established by the Second Amendment)to "June 30,2020" is hereby
deleted and replaced with the date"October 2,2020",and(b)the reference in the first sentence
of the last paragraph of Section 3 of the Agreement(as established by the Second Amendment)
to "June 30,2020"is hereby deleted and replaced with the date"October 2,2020."
{Fife:Char Fita/1523/004/00227368.DOCx f

3. Investigation Period. The Buyer and the Seller hereby agree to extend the
expiration dale of the Investigation Period from June 30, 2020(which was established with the
Second Amendment),to October 2,2020. Accordingly, the references in the third, fourth and
fifth sentences of Section 5.a.of the Agreement (which was established with the Second
Amendment)to "June 30,2020"are hereby deleted and replaced with the date "October 2,
2020".
4. Full Force and Effect.Except as modified hereby,the Agreement as amended by
the First Amendment remains unmodified and in full force and effect.
5. Successors and Assigns. This Amendment shall apply to, inure to the benefit of,
and be binding upon the parties hereto and upon their respective heirs,legal representatives,
successors and permitted assigns.except as otherwise provided herein.
IN WITNESS WHEREOF. this Amendment has been executed by the parties hereto, in
duplicate originals,as of the Amendment Date.
BUYER: SELLER:
ARS Game d rge velopment,LLC Rollman P ies,LL
By: By:
Name: B It .Wo Name Sean F.Ro man
Title: Authorized Agent Title: Manager
(me:Clicnt Files11323f00Lm0227368 DOCX

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FOURTH AMENDMENT
to
REAL ESTATE PURCHASE AGREErENT
THIS FOURTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT(the
"Amendment"), is made and entered into as of the 15th day of July, 2021 (the"Amendment
Date"), by and between ARS Garner-Old Stage Development, LLC, a North Carolina limited
liability company(as assignee of Fred J. Smith, Ill, an individual resident of North Carolina) (the
"Buyer"), and Rollman Properties, LLC, a North Carolina limited liability company(the
"Seller");
WITNESSETH:
WHEREAS, Fred J. Smith, III and the Seller entered into a Real Estate Purchase
Agreement with an Effective Date of January 27,2020(the "Initial Agreement"), providing for
the purchase and sale of the Property described therein; and
WHEREAS, the Initial Agreement was amended pursuant to a First Amendment to Real
Estate Purchase agreement made and entered into as of April 6, 2020 (the "First Amendment");
and
WHEREAS,the Initial Agreement was amended a second time pursuant to a Second
Amendment to Real Estate Purchase Agreement made and entered into in or around April 15,
2020 (the "Second Amendment"); and
WHEREAS,and with the consent of the Seller, Fred J. Smith, Ill assigned all of Smith's
rights and outstanding obligations and Buyer assumed all of Smith's outstanding obligations
under the Agreement effective on or about May 1, 2020; and
WHEREAS, the Initial Agreement was amended a third time pursuant to a Third
Amendment to Real Estate Purchase Agreement made and entered into in or around June 22,
2020 (the "Third Amendment") (the Initial Agreement, as amended pursuant to the First
Amendment, Second Amendment and Third Amendment, is referred to as the "Agreement"); and
WHEREAS, the Buyer and the Seller desire to amend the Agreement.
NOW, THEREFORE, for and in consideration of the premises, and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:
1. Definition of Terms. All capitalized terms contained herein and not otherwise
defined shall be defined as provided in the Agreement.
2. Consideration. The Buyer and the Seller hereby agree to amend and replace
Section 2.a of the Agreement to read as follows:
• {File Chem Files.1 521 004 00239063 OOCXI
. 'l—

The Purchase Price shall be payable as follows:
At Closing,the Buyer shall pay by wire transfer of
immediately available funds the amount of Four Hundred
Sixty-Five Thousand Dollars($465,000); and
ii. One Million Eight Hundred Thousand Dollars(S1,800,000)
pursuant to the terms of a promissory note("Note")
executed by the Buyer and secured by a deed of trust on the
Property("Deed of Trust"),subordinate to Buyer's
institutional acquisition and development loan(s) and also
subordinate to a Deed of Trust in favor of NVR, INC.,a
Virginia corporation d/b/a RYAN HOMES ("NVR") and
recorded at the time title to the Property is conveyed to
Buyer. Provided that Buyer is in compliance with the
payment and other terms of the Note and Deed of Trust,
Seller shall,upon Buyer's request,execute partial releases
of developed lots on the Property without additional
consideration as those developed lots are transferred and
sold to NVR. With the Note,the Buyer shall promise to
pay to Seller,or order(collectively"Holder"),the principal
sum of One Million Eight Hundred Thousand Dollars
($1,800,000),with interest on the entire principal sum from
the date of Closing, at fifteen percent(15%)per annum to
be paid as follows:
a. Quarterly installments of interest only commencing
three(3)months after the Closing,and continuing every
quarter thereafter for fourteen(14)consecutive quarters
("Quarterly Interest Only Payments")until forty-two
(42)months after the Closing, at which time the
remaining principal balance and all unpaid interest shall
be due and payable in full; and
b. In addition to the Quarterly Interest Only Payments:
i. Eighteen(18)months after the Closing, a
principal reduction payment in the amount of
Two Hundred Fifty Thousand Dollars
($250,000);
ii. Thirty(30)months after the Closing,a principal
reduction payment in the amount of Three
Hundred Thousand Dollars (S300,000); and
iii. Forty-two (42) months after Closing, a principal
reduction payment in the amount of One Million
Two Hundred Fifty Thousand Dollars
($1,250,000), at %%hich time the remaining
principal balance and all unpaid interest shall be
due and payable in full.
{File Chen%Files 152300400239063 DOCX)
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Payments pursuant to the Note shall be made in lawful
money of the United States of America at the office of the
Holder,or at such other place as the Holder of the Note
may direct in writing. The Note may be prepaid in full or in
part at any time without penalty or premium. Partial
prepayments shall be applied first to payment of accrued
interest then due on the unpaid principal balance.with the
remainder applied to unpaid pnncipal. In the ev ent of a
default under the terms of the Note and or Deed of Trust,
which default is not cured within fifteen(15)days after
written notice of such default to the Buyer.the Holder may.
without further notice,declare the entire outstanding
principal balance of the Note,together with all interest
accrued thereon,to be immediately due and payable. After
default, the unpaid principal balance of the Note and any
part thereof,accrued but unpaid interest,and all other sums
due under the Note,and under any instrument securing the
Note,shall bear interest at the rate of eighteen percent
(189 3) per annum until paid. In the Note and Deed of
Trust, the Buyer shall wai%e its rights pursuant N.C.G.S
45-21.33. The Note and Deed of Trust shall be governed
by,and construed in accordance..ith,the lams of the State
of North Carolina. In addition to the Note and Deed of
Trust. Buyer shall provide a guaranty from Fred J. Smith,
III guaranteeing payment of the Note("Guaranty'). in
which Guaranty Fred J. Smith, Ill shall waiv a his rights
pursuant N.C.G.S §45-21.33. Without altering any term of
the Note,Deed of Trust or Guaranty established w ith this
Section 2.a.ii of the Agreement.the form of the Note. Deed
of Trust and Guaranty otherwise shall be subject to the
approval by the Seller;provided,however,such approval
shall not be unreasonably withheld.
3. Closin . The Buyer and the Seller hereby agree to amend and replace the words
"eighteen (18)months"in Section 10.b of the Agreement w ith the«ords"twenty-two(22)
months"and thereby extend the last day for a Closing to occur pursuant to the Agreement from
July 27, 2021,to November 27, 2021,assuming that the Required Closing Date does not occur
prior to November 27, 2021.
4. Full Force and Effect. Except as modified hereby,the Agreement as amended by
the First Amendment, Second Amendment and Third Amendment remains unmodified and in
full force and effect.
5. Successors and Assigns. This Amendment shall apply to, inure to the benefit of,
and be binding upon the parties hereto and upon their respective heirs, legal representatives,
successors and permitted assigns,except as otherwise provided herein.
File Client Files 1523 004 0023'?063 DOCX)
Ai\
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IN WITNESS WHEREOF. this Amendment has been executed by the parties hereto, in
duplicate originals, as of the Amendment Date.
BUYER: SELLER:
ARS Gamer old Stage t evelopment, LLC Rollman Pr ies, LC
•
By: .f f,I By:
1 Name: Br: t ''. Wood Name Sean F. oilman
Title: Authorized A ent Title: ana er
(Filc Clicn rilcs/C$23/004,O0239063 tOCX)

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FIFTH AMENDMENT
to
REAL ESTATE PURCHASE AGREEMENT
THIS FIFTH AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT (the
"Amendment"), is made and entered into as of the 8'" day of November, 2021 (the "Amendment
Date"), by and between ARS Garner-Old Stage Development, LLC, a North Carolina limited
liability company (as assignee of Fred J. Smith, Ill, an individual resident of North Carolina) (the
"Buyer"), and Roliman Properties, LLC,a North Carolina limited liability company (the
"Seller");
WITNESSETH:
WHEREAS, Fred J. Smith, III and the Seller entered into a Real Estate Purchase
Agreement with an Effective Date of January 27, 2020 (the "Initial Agreement"), providing for
the purchase and sale of the Property described therein; and
WHEREAS, the Initial Agreement was amended pursuant to a First Amendment to Real
Estate Purchase agreement made and entered into as of April 6, 2020 (the "First Amendment");
and
WHEREAS,the Initial Agreement was amended a second time pursuant to a Second
Amendment to Real Estate Purchase Agreement made and entered into in or around April 15,
2020 (the "Second Amendment"); and
WHEREAS, and with the consent of the Seller, Fred J. Smith, III assigned all of Smith's
rights and outstanding obligations and Buyer assumed all of Smith's outstanding obligations
under the Agreement effective on or about May 1, 2020; and
WHEREAS, the Initial Agreement was amended a third time pursuant to a Third
Amendment to Real Estate Purchase Agreement made and entered into in or around June 22,
2020 (the "Third Amendment"); and
WHEREAS, the Initial Agreement was amended a fourth time pursuant to a Fourth
Amendment to Real Estate Purchase Agreement made and entered into in or around July 15,
2021 (the "Fourth Amendment") (the Initial Agreement, as amended pursuant to the First
Amendment, Second Amendment, Third Amendment and Fourth Amendment, is referred to as
the "Agreement");
WHEREAS, the Buyer and the Seller desire to amend the Agreement.
NOW, THEREFORE, for and in consideration of the premises, and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:
:lac.Client 1'dcc I523/003l0O24465I.IXX'X;

1. Definition of Terms. All capitalized terms contained herein and not otherwise
defined shall be defined as provided in the Agreement.
2. Closin . The Buyer and the Seller hereby agree to amend and replace the words
"twenty-two(22) months" in Section 10.b of the Agreement with the words"twenty-two (22)
months and twenty (20) days"and thereby extend the last day for a Closing to occur pursuant to
the Agreement from November 27, 2021, to December 17, 2021, assuming that the Required
Closing Date does not occur prior to December 17,2021.
3. Full Force and Effect. Except as modified hereby, the Agreement as amended by
the First Amendment. Second Amendment and Third Amendment remains unmodified and in
full force and effect.
4. Successors and Assigns. This Amendment shall apply to, inure to the benefit of,
and be binding upon the parties hereto and upon their respective heirs, legal representatives.
successors and permitted assigns, except as otherwise provided herein.
IN WITNESS WHEREOF. this Amendment has been executed by the parties hereto, in
duplicate originals,as of the Amendment Date.
BUYER: SELLER:
ARS Garner-Old Stage Development, LLC Rollman Pr ies, C
Wri)sf
By: By:
Name: Brent E. Wood Name: can F. Rollman
Fitle: Authorized Agent Title: Manager
file.CIu ni riles/1523/004/0024463I IX)CX

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Exhibit C
Commitment letter
[see attached]
Exhibit C
311033619.4

cra) TOWNE BANK
June 2,2021
ARS Garner Old Stage Development, LLC
ARS Development, LLC
Attention:Jule and Alisa Smith
1524 Canterbury Road
Raleigh, North Carolina 27608
Re: $10,500,000 Development Financing for Rollman Farm Subdivision located on Old Stage Road in
Garner,North Carolina.
Dear Jule and Alisa:
This letter constitutes the commitment(the"Commitment")of Towne Bank(the"Lender") to provide a
credit facility(collectively the"Loan")to ARS Gamer--Old Stage Development,LLC under the
following terms and conditions:
1. BORROWER
ARS Garner Old Stage Development, LLC,a North Carolina limited liability company.
2. PURPOSE
To fund the development of approximately 67 acres of land located on Old Stage Road in Gamer,
North Carolina pursuant to an approved site plan to be known as the Rollman Farm Subdivision(the
"Security Property").
3. LOAN AMOUNT; DISBURSEMENTS
The Loan amount shall be up to$10,500,000. Loan proceeds shall be used to fund the infrastructure
development of the subject project to create a total of 318 single family townhouse lots. Borrower will
contribute approximately S5,297,146 towards the cost budget of the project that will include
contingency costs and interest expense through the life of the project. Equity in the amount of
$3,857,400, to include subordinated land financing of up to $2,265,000 as approved by Lender
(discussed below),will be funded by Borrower prior to the disbursement of any Loan proceeds.
Loan proceeds shall be disbursed monthly for improvements to the Security Property (based on a
budget to be agreed upon by Borrower and Lender which budget shall include adequate contingency
for cost overruns) based on actual costs incurred per the standard AIA forms provided. Total
disbursements shall not exceed S 10,500,000. The Loan Agreement shall specify among other things that
draws shall be accompanied by standard AIA forms signed by the contractor and architect(as applicable)
and that Lender shall at all times retain sufficient funds to complete the improvements. Any change orders
or cost overruns shall be funded from the contingency (which shall be funded by Borrower), if Lender
determines in its sole discretion that sufficient funds exist and will remain within the budgeted contingency
funds. Prior to closing,Lender and Borrower shall agree upon a final development cost analysis based on
actual costs that will be require to develop and construct the approved improvements and consistent with
the preliminary cost analysis attached hereto as Exhibit A. Lender reserves the right to require reasonable
documentation verifying such costs.
At the cost of Borrower, Lender shall an acceptable independent inspecting architect or engineer (the
"IIR") to perform an upfront review of the plans and budget and to make monthly inspections of the
progress of construction. The IIR shall approved all requests for disbursement of Loan proceeds and certif.)

ARS Garner Old Stage Development,LLC
ARS Development, LLC
Page 2 of 10
to Lender that the work for which the disbursements are being made has been completed in accordance
with the plans and specifications.
4. TERM
The Loan shall be due and payable in the 39th month after origination.
5. INTEREST RATE
Interest shall accrue on the Loan at an annual rate equal to a fixed rate of 3.55°ro for the term of the
loan. Interest shall be charged and calculated on a 360-day year factor applied to actual days, and
shall be payable monthly.
Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be
increased to 16°o. However, in no event will the interest rate exceed the maximum interest rate
limitations under applicable law.
6. PAYMENTS
Principal shall be due monthly on the first day of each calendar month during the term. Principal
shall be paid as set forth in Section 13 below,with all remaining principal due and full on the
maturity date.
7. LATE CHARGE
In the event that any installment of principal and/or interest is not paid within five(5) days of the date
when due,a late charge of five percent(5%)of the amount so overdue will be charged to the Borrower
to defray the expenses incurred in handling such delinquent payment or payments.
14. LOAN COMMITMENT FEE
In addition,to all other amounts due and payable hereunder,the Borrower covenants and agrees to pay to
Lender a non-refundable commitment fee (the "Commitment Fee") in the amount of S30,000. The
Borrower agrees that Lender has earned the Commitment Fee upon acceptance of this Commitment and
that the Commitment Fee shall be payable to Lender regardless of whether the Loan closes ornot.
9. LOAN DOCUMENTS
The Loan Documents shall include a promissory note, future advance deed of trust, loan agreement,
guaranty agreements, an intercreditor subordination agreement (discussed below) and such other
instruments,agreements,and documents that evidence,secure or relate to the Loan(collectively,the"Loan
Documents"). The Loan Documents shall be in form and substance acceptable to Lender and its legal
counsel. Any proposed changes to Lender's standard Loan Documents must be approved in advance of
closing by Lender and its legal counsel. The Loan Documents,one executed and delivered to Lender,shall
replace the terms and conditions of this Commitment relating to the Loan except as herein provided
otherwise.
While Lender intends to confirm to its customary requirements for this type of loan,this Commitment is
not intended to include all of the provisions of the Loan documents and all requirements for the closing
and funding of the Loan,including additional due diligence requirements that may apply such as evidence
of necessary permitting and municipal approvals Lender reserves the right to require additional
inforiation, documentation and satisfaction of additional conditions prior to the closing of or funding
tinder the Loan.

ARS Garner Old Stage Development, LLC
ARS Development, LLC
Page 3 of I O
10. SECURITY
The Loan and the obligations of the Borrower shall be secured by a first priority lien Deed of Trust(the
"Deed of Trust") on the land (the "Land") described in the Deed of Trust and the improvements (the
"Improvements")to be constructed on the Land.The Borrower shall also grant or create for the benefit of
Lender(a)a first priority assignment(which may be contained in the Deed of Trust)of all leases,rents,
profits and sales contracts relating to the Land and Improvements,(b) a security agreement(which may
be contained in the Deed of Trust)granting Lender a first priority security interest in all inventory,goods,
machinery, material, appliances, furniture, fixtures, equipment, general intangibles, accounts and
construction materials now or hereafter arising from, relating to or connected with the Land and
Improvements, and (c) an assignment of all construction contracts, plans, specifications, plats, permits,
approvals, waivers and other rights relating to the construction of the improvements on the Land
(consented to by the contracting party thereunder).
The Loan documents will prohibit additional indebtedness except as described herein and other than
unsecured debt approved by Lender, in its discretion, from time to time. Prior to or simultaneously
with the closing of the Loan, Borrower will borrow an amount not exceeding S2,265,000 (the
"Subordinate Loan") from the current properly owner(the "Subordinate Lender"), and secure such
loan with a deed of trust on some or all of the Land and Security Property. Lender has agreed to make
the Loan notwithstanding such Subordinate Loan and deed of trust provided that Borrower and the
Subordinate Lender enter into a recordable, subordination agreement in form and containing such
terms as are acceptable to Lender in its sole discretion, to include: (i) the subordination of the
Subordinate Loan, and any deeds of trust, security agreements, collateral assignments or financing
statements entered into or provided in connection with the Subordinate Loan, to the Loan, (ii) the
restriction on payments of principal and interest on the Subordinate Loan to such amount or amounts
(including zero dollars) as are approved by Lender, and the suspension of payments of any kind or
nature upon the occurrence of a default under the Loan,(iii) the agreement of the Subordinate Lender
to release front the lien of its deed of trust without payment of any fee or payment of any kind, and
whether the Subordinate Loan is then in default or not, any property, lots or other collateral held in
connection therewith on demand by Lender simultaneously with the release of the same from the Loan
by Lender, and (iv) the agreement of the Subordinate Lender to refrain front taking any actions to
collect the Subordinate Loan or enforce the provisions of any loan documents evidencing the same,
including any deeds of trust, if and for so long as the Loan remains unpaid(excepting only the filing
of proofs of claim and similar actions required to preserve Subordinate Lender's lien in and to its
collateral).
11. GUARANTY
Full payment and performance of the Loan(and any renewals and extensions thereof)and the lien-free
construction and completion of the Improvements will be jointly, and severally guaranteed by ARS
Development,LLC, Fred Jule Smith, III and Alisa R. Smith.At the closing of the Loan,the Guarantors
shall subordinate any and all obligations of the Borrower to them in favor of Lender in order that the
Guarantors shall not have any claims against the Borrower until the Loan is repaid in full.
12. PREPAYMENT/RELEASE PROVISIONS
The Borrower shall have the right to prepay the Loan,in whole or in part,without penalty at any time
during the term of the Loan. Provided there is no event of default under the Loan Documents, Lender
shall release the lien of the deed of trust on each legally subdivided and developed residential lot
contained in the Security Property and conveyed by Borrower to a third party upon payment of the
release price as set forth below. The release price per lot will be calculated as follows, without
regard for the actual sales price received or the total amount of Curtailment Payments made

ARS Garner-Old Stage Development, LLC
ARS Development, LLC
Page 4 of 10
pursuant to Section 13,below:
Lots Price Totals
For the first 44 lots released(I"thru 44'h lot) S44,000 per lot $1,936,000
For the next 24 lots released(45th thru 68'h lot) S54,417 per lot $1,306,008
For the next 72 lots released(69`h thru 140'h lot) S44,000 per lot $3,168,000
For the next 24 lots released(141s'thru 164'hlot) S56,500 per lot , $1,356,000
For the next 48 lots released(165th thru 212'h lot) S44,000 per lot $2,112,000
For the next 15 lots released(213'h thru 227"'lot) $44,000 per lot, $621,992
up to full payout
13. MINIMUM CURTAILMENTS
In addition to the payment of release fees as set forth in Section 12,above, Borrower will be required
to pay quarterly principal curtailments in the amounts,and prior to the dates set forth below:
To be made_prior to Curtailment Amount T Cumulative Total
4-On or before December 31,2021 No less than$176,000 S176,000
On or before June 30,2022 No less than$704,000 $880,000
On or before September 30,2022 No less than$1,056,000 $1,936,000
On or before December 31,2022 No less than$1,306,000 $3,242,000
On or before March 31,2023 No less than$1,056,000 $4,298,000
On or before June 30.2023 No less than$1,056,000 $5,354,000
On or before September 30,2023 No less than$1,056,000 $6.710,000
On or before December 31,2023 No less than S 1,356,000 $7,766,000
On or before March 31,2024 No less than$1,056,000 $8,822,000
On or before June 30,2024 No less than$1,056,000 S9,878,000
On or before September 30,2024 No less than$622,000 S10,500,000
Curtailment payments, to include any release fees paid pursuant to Section 12, above, shall be
cumulative such that any payments made over the stated Curtailment Amount required in any
particular quarter shall apply to amounts due the next quarter and so on,provided that Borrower shall
make Curtailment Payment(s) equal to or exceeding the Cumulative Total required as of each date
shown. Any amounts Borrower is required to pay to satisfy the foregoing Cumulative Total
requirement that arc in addition to the release fees paid pursuant to Section 12 above shall not reduce
Borrower's equity requirement as set forth in Section 3,above
14. DEPOSIT RELATIONSHIP
The Borrower agrees to maintain its primary deposit account vttth Towne Bank
15. FINANCIAL STATEMENTS
Bono%er and Guarantor shall provide such financial information, in satisfactory form and content,to
Lender as requested by Lender from time to time. Such information shall include that complete annual
financial statements of Borrower and each Guarantor,schedules of all income;cash flow,schedules of
contingent liabilities,and appropriate certifications as Lender may require. Borrower and each Guarantor
shall also provide to Lender a complete and accurate copy of each federal income tax return tiled by such
party (to include copies of all K-I's) within fifteen(15) days of the filing of the same. Any material

ARS Garner Old Stage Development, LLC
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Page 5 of 10
adverse change in the financial condition of Borrower or any Guarantor shall constitute a default under
the Loan Documents.
16. HAZARDOUS MATERIAL INDEMNITY
Prior to the closing of the Loan,the Borrower shall provide evidence satisfactory to Lender that the Land
does not contain (i) asbestos in any form, (u) urea formaldehyde foam insulation; (iii) transformers or
other equipment which contains dielectnc fluid containing levels of polychlorinated biphenyls in excess
of fifty parts per million;(iv)any Hazardous Substances,as hereinafter defined;or(v)any other chemical,
material, or substance, to which exposure is prohibited, limited, or regulated by any governmental
authority, or which, even if not so regulated, is known to pose a hazard to the health and safety of the
occupants of the Security Property or property adjacent to the Security Property.
If required by Lender,the Borrower must furnish to Lender,at the Borrower's expense,a written report
from an environmental engineering firm qualified in such matters and approved by Lender to the effect
that (a) it has conducted a careful on-site inspection of the Security Property, and any existing
Improvements,or, if requested by Lender,it has undertaken a comprehensive environmental audit of the
Security Property and(b)based on such on-site inspection or environmental audit,as the case may be,it
has determined that there are not present at the Security Property any Hazardous Substances as defined
in the Comprehensic a Environmental Response,Compensation,and Liability Act of 1980,42 U.S.C. §§
9601 el sew., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901, et sec., the Toxic
Substances Control Act, 15 U S C.§§2601,et sec.,the Hazardous Materials Transportation Act,49 U.S.C.
§§ 1801,et seq. or in any other federal,state or local law governing Hazardous Substances as such laws
may be amended from time to time.Upon the request of Lender,the Borrower shall also provide to Lender
a complete and accurate phase 1 environmental site assessment and, sf necessary,a complete and accurate
phase II environmental site assessment of the Security Property, each of which must be satisfactory to
Lender, in its discretion. In the event that the written report of the environmental engineer is not
satisfactory to Lender, Lender will have no obligation to make the Loan, and may terminate this
Commitment. The Loan Documents will have other covenants. representations. warranties and
indemnities relating to environmental matters.
The Borrower agrees to indemnify and hold harmless Lender from and against any and all claims,suits,
actions,debts,damages,costs, losses, obligations,judgments, fines, penalties,charges and expenses, of
every kind and nature whatsoever suffered or incurred by Lender,whether as beneficiary under the Deed
of Trust,as mortgagee in possession,or as successor-in-interest to the Borrower as owner of the Security
Property by foreclosure under the Deed of Trust or by deed in lieu of foreclosure or any other means,
with respect to any discharge, spillage, uncontrolled loss, seepage, or filtration of oil, petroleum, or
chemical liquids or solids,liquid or gaseous products,or any Hazardous Substances upon,under or within
the Security Property or any contiguous real estate and with respect to the threat of or the presence of any
Hazardous Substances affecting the Security Property, whether or not the same originates or emanates
from the Security Property or any contiguous real estate. The Borrower acknowledges that Lender has
agreed to make the Loan in reliance upon the Borrower's representations, warranties, and covenants
concerning Hazardous Substances on the Security Property and the agreement of Borrower to provide the
Hazardous Substances indemnity provided for herein.
17. TITLE INSURANCE
The Borrower shall provide to Lender a standard ALTA mortgagee title insurance commitment (to be
issued to and reviewed and approved by the Lender prior to closing of the Loan)and title insurance policy
in the amount of such Loan insuring the first priority lien position of the Deed of Trust for such Loan.
Such title insurance commitment shall commit to insure and the title insurance policy shall affirmatively

ARS Garner Old Stage Development, LLC
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Page 6 of 10
insure reasonable means of ingress and egress to and from the Security Property for such Loan acceptable
to Lender.The title insurance policy shall contain no matters objectionable to Lender,including,without
limitation,exceptions with respect to mechanic's and matenalmen's liens, prior year's taxes, matters of
survey,deed restrictions,prior encumbrances of any nature,restnetive covenants,setback lines,etc.
Lender must be provided with copies of all exceptions to title noted in the title insurance commitment and
policy prior to the closing of such Loan. The title insurance policy shall be issued at or after closing in
accordance with the approved title insurance commitment The title insurance policy shall contain,without
limitation,the following endorsements as applicable:Zoning(ALTA 3),Environmental Protection(ALTA
8), Restrictions, Encroachments, Minerals (ALTA 9), Future Advance(ALTA 14), Access(ALTA 17),
Tax Parcel(ALTA 18),Contiguity(ALTA 19),if applicable,Same as Survey(ALTA 25)and Construction
Loan Advances(ALTA 32).
18. APPRAISAL
The obligation of Lender to make a Loan is subject to receipt by Lender of an appraisal (the
"Appraisal") of the Security Property for such Loan which, when reviewed by Lender, indicates a
value(the "Appraised Value")of the Security Property equal to or greater than the value established
by Lender for such Loan,and that is acceptable to Lender in its sole discretion.The ratio between the
amount of the Loan and such Appraised Value is referred to below as the loan-to-value ratio.The ratio
may not exceed 75°,0.
The Appraisal shall: (a) be performed by an appraiser approved and engaged by Lender,(b)conform
to and be in compliance with applicable federal and state laws and regulations regarding appraisals of
real estate,and(c)be performed,received,and reviewed by Lender prior to funding,and(d)otherwise
be satisfactory to Lender in all respects in its sole discretion The Borrower acknowledges and agrees
that, notwithstanding the fact that the appraiser has been or will be engaged and paid by Lender, the
Borrower is ultimately responsible for all fees, expenses and other charges of the appraiser and other
costs associated with the Appraisal (collectively, the "Appraisal Fcc"), and all such amounts shall
constitute a portion of the Borrower's obligations secured by the Deed of Tnist. In the event that the
Loan fails to close, regardless of the reason therefor, any Appraisal Fcc delivered to Lender in
connection with the Loan shall be deemed non-refundable and retained by Lender. Lender hereby
reserves the right in its sole discretion, to require an annual reappraisal of the Security Property for
any Loan, and all fees, expenses and other costs associated therewith shall be paid to Lender by the
Borrower in advance and if not so paid, such amounts shall constitute a portion of the Borrower's
obligations under such Loan.
If at any time during the term of a Loan,(i)any governmental agency,which supervises,regulates and/or
examines Lender,determines that any appraisal provided by the Borrower to Lender in connection with
such Loan is not in compliance with applicable governmental regulations,or is insufficient in any way,
or(ii) Lender determines that there has been a material adverse change in the Security Property for such
Loan or the financial condition of the Borrower, Lender may, at the Borrower's expense, have a new
appraisal made and/or the previously provided appraisal supplemented or amended to bring it into
compliance with any such regulations and requirements
If any new appraisal or supplement or amendment to any previously provided appraisal shows that the
Appraised Value of the Security Property is less than the value shown by the previously provided
appraisal.Lender shall not be required to advance any proceeds under the Loan secured by such Security
Property in excess of Lender's loan-to-value ratio as applied to the new appraised value and Lender may
require the Borrower to pay such amounts of principal on such Loan as necessary to satisfy Lender's loan-

ARS Garner Old Stage Dcvclopmcnt,LLC
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Page 7 of 10
to-value ratio as applied to the new appraised value.
19. BUILDER'S RISK 1NSURANCE/HAZARD INSURANCE
The Borrower shall furnish to Lender a hazard insurance policy, which must include fire, vandalism
and malicious mischief coverage, in an amount sufficient to avoid co-insurance liability and equal to
the total replacement value of the Unit with special extended coverage endorsements covering "all
risks."During construction,the policy shall include a Builder's Risk Completed Value Non-Reporting
Form which shall include the aforementioned coverage. As soon as construction of the Unit is
completed,the policy shall be converted to a permanent hazard insurance policy for such Unit.
All such policies must be (1) issued by a company approved by Lender and licensed to transact
business in the State of North Carolina; and(2)must list Lender as mortgagee; and(3) must contain
a standard non-contributory mortgagee clause and or lender loss payee clause, designating "Towne
Bank,its successors and/or assigns as their interests may appear,6001 Harbour View, Suffolk
VA 23435" and (3) must contain provisions providing for written notice to Lender at least 30 days
prior to any cancellation, termination or modification thereto of any coverage provided that if such
cancellation or termination is due to non-payment of premiums,the time period for such notice may
not be less than 10 days.
No advance of proceeds for a Loan will be made prior to the effective date of such builder's risk'ha7ard
policy.
20. FLOOD INSURANCE
If it is determined that the Security Property for a Loan is located in an identified Flood Zone, the
Borrower shall be responsible for providing to Lender prior to closing with a standard flood insurance
policy issued under the National Flood Insurance Program naming "Towne Bank, its successors
and/or assigns as their interests may appear,Insurance Processing Center,6001 Harbour View
Suffolk VA 23435".
No advance of proceeds for a Loan will be made prior to the effective date of such flood policy.
21. COMMERCIAL GENERAL LIABILITY INSURANCE
The Borrower shall furnish a commercial general liability insurance policy by a company acceptable
to Lender with limits of S1,000,000 per accident or occurrence for personal injury and $500,000 per
accident or occurrence for injury to property. Towne Bank is to be listed as Additional Insured with
the designation "Towne Bank, its successors and/or assigns as their interests may appear, 6001
Harbour View Suffolk VA 23435."
No advance of the proceeds of a Loan will be made prior to the effective date of such commercial
general liability policy.
22. SIGNS
Lender reserves the right to erect signs on the Security Property for a Loan identifying Lender as the
construction lender for the project.
23. PROPER AUTHORITY
If the Borrower or the Guarantor is an entity other than a natural person,such entity shall furnish to Lender
certified copies of all of such entity's organizational documents (the "Organizational Documents"),
including any organizational documents required to be filed or recorded in any jurisdiction(local,state or
federal) for the proper creation or continued existence of such entity. Each such entity also shall furnish

ARS Garner Old Stage Development, LLC
ARS Development, LLC
Page 8 of 10
to Lender such resolutions or authorizations(the "Authorization") as Lender may require authorizing
such entity to obtain a Loan and consummate ail transactions contemplated by this commitment. Each
Authorization shall specify the person or persons authorized to sign all documents, instruments and
agreements necessary to consummate the transactions approved in the Authorization. Each entity shall
furnish to Lender Organizational Documents and Authorizations from each principal or owner of such
entity that is not a natural person. Each entity required to provide Organizational Documents or
Authorizations in accordance with this paragraph shall furnish to Lender evidence that it is in good
standing and has qualified to conduct business in the jurisdiction in which the Security Property is located.
24. WAIVER BY LENDER
Lender reserves the right to waive, in whole or in part,any of the terms and conditions hereunder or in
any of the Loan Documents referenced herein.Lender further reserves the right to reinstate any such term
or condition so waived subsequent to any such waiver.
25. SATISFACTION OF CONDITIONS/DEFAULT
Any breach or default by the Borrower or any other party to the Loan Documents in the performance of
any undertaking, obligation or requirement imposed on the Borrower or any other party to the Loan
Documents or the failure or inability for any reason to satisfy any requirement of Lender hereunder shall
constitute an ev ent of default. Upon the occurrence of any such event of default, Lender may terminate
the Line of Credit and its undertaking to make a Loan under the Line of Credit without notice and without
liability of any kind and without any obligation to make reimbursement to the Borrower of any sums of
money previously paid to Lender pursuant to the provisions hereof.
26. MATERIAL ADVERSE CHANGES
Lender shall not have any obligation to make any disbursements under a Loan if any part of the Security
Property shall have been taken in any condemnation,eminent domain or other similar proceeding,or if
any such proceedings have been instituted and pending.Lender shall not have any obligation to make any
disbursements under a Loan if any bankruptcy,reorganization, insolvency or attachment proceedings or
any other suits by creditors have been filed against the Borrower or any Guarantor.
27.REVIEW
Lender and or Lender's counsel will prepare all Loan Documents. If the Borrower, and or the
Borrower's counsel request that changes he made to the Loan Documents, Lender will require
Lender's counsel to review and approve any requested changes, and the Borrower shall pay all legal
fees and expenses incurred by Lender,whether or not the Loan closes. Any Loan Documents or legal
documents prepared by the Borrower's counsel arc subject to prior review and approval by Lender
and or its counsel
28.ATTORNEY'S OPINION
Lender may request the written opinion of counsel for the Borrower addressed to Lender confirming
the legal status and authority of the Borrower, the due attthort,atton, validity and enforceability of the
Loan Documents, and such other matters as Lender reasonably requests. Such counsel and opinion
must be satisfactory to Lender and its counsel
29. GENERAL CONDITIONS
29.1 Participation or Sale: Lender may assign or sell the Loan or an undivided ownership or
participation interest(s) therein and disclose such financial and other information regarding the
Borrouer. the Guarantors, and or any Security Property which Lender may deem necessary in

ARS Garner Old Stage Development, LLC
ARS Development, LLC
Page 9 of 10
connection therewith. The Borrower shall execute, acknowledge and deliver any and all
instruments reasonably requested by Lender in connection with the foregoing.
29.2 Applicable Law/Interpretation. THIS COMMITMENT AND THE LOAN
DOCUMENTS SHALL BE GOVERNED ENTIRELY BY NORTH CAROLINA LAW AND
APPLICABLE UNITED STATES FEDERAL LAW. Mention of specific documents and.or
specific terms and conditions in this Commitment shall not limit the scope of any requirement
stated in broader terms,and the words"include"and"including"shall be interpreted as if followed
by the words"without limitation"
29.3 Entire Agreement.This Commitment,when accepted,shall constitute the entire agreement
between the Borrower and Lender with respect to the terms and conditions of the Loan Credit,and
it may not be altered or amended unless agreed to in writing by Lender and the Borrower.
29.4 Assignability:This Commitment cannot be assigned by the Borrower without Lender's prior
written approval, nor shall any third party rely hereon or be deemed a party benefited hereby.
29.5 Costs: Whether or not the Loan closes, the Borrower shall pay all reasonable out-of-pocket
costs and expenses incurred by Lender in connection with the Loan (pre and post-closing),
including all insurance, appraisal, survey, recording,environmental, engineering,closing, escrow
and title, title insurance fees and costs, recordation and transfer taxes (including release fees and
expenses), mortgage taxes and other document and intangible taxes, all reasonable fees and
expenses of Lender's legal counsel and Lender's construction consultant and the cost of any other
reports or tests deemed necessary by Lender to satisfy the requirements of this Commitment. Such
costs and expenses shall be due and payable at the time of the closing of any Loan and are not
included in the Commitment Fee. The provisions of this paragraph shall survive the expiration or
termination of this Commitment.
30.MISCELLANEOUS PROVISIONS
All of the terms of this Commitment shall apply to and be binding upon the parties hereto,their successors
and/or assigns. provided however, neither this Commitment nor any Loan may be assigned without the
prior written consent of Lender.
Lender's obligation to close the Loan shall be contingent upon and subject to the continuing accuracy of
all information,data,representations,exhibits,terms and conditions submitted to Lcndcr by the Borrower.
The Borrower shall provide Lender with appropriate updates of all such information as Lender shall
request.
Acceptance of this Commitment
In order for this Commitment to remain effective,the acceptance copy of this Commitment must be executed
by the Borrower and returned to Lender at Towne Bank,Attn: Bryan Pennington, 3535 Glenwood Avenue,
Raleigh,North Carolina.27612 on or before the expiration of June 10,2021.Any extension of such time must
be in writing and signed by Lender
Expiration of Commitment
To cause this Commitment to remain in effect, the Loan must be closed and Lender must disburse Loan
proceeds prior to July 30, 2021. Any extension of such date must be in writing and signed by Lender.
(Continued on Next Page)

I appreciate the opportunity to serve your financing needs. Please call me at 919-534-7375(office)or 919-
215-623 I (mobile)should you have any questions relating tothis Commitment.
Sincerely,Towne Bank
! 4-4-0tutU �
By
Bryan Pennington
Towne Bank
Senior Vice President
The undersigned hereby accepts the foregoing commitment,terms,and requirements herein set forth,
and agrees to be bound thereby.
DYBORROWEI:
ARS Garner Old Stage Development, C 7-
By its Manager,ARS Dcvclo, ent, L '
By: IAW
•Il.1II►NI
.``__ II
dud�',( giCec'r.
DY CORPORATE GUARANTOR:
ARS Development, LLC
By
Ali
&4 , ccelre
BY INDIVIIZUA LUAR441(TO •
Fred Jule mith, III
blii4" /( ..14 -
Alisa R. Smith

EXHIBIT A
Preliminary Development Cost Analysis
(Attached)

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Exhibit D
Lot Purchase Agreement(
[see attached]
Exhibit D
311033619.4