20180591 Ver 1_401 Application_20180518

Action History (UTC -05:00) Eastern Time (US & Canada)
Submit by Anonymous User 4/27/2018 3:05:12 PM (Start Event)
Accept by Montalvo, Sheri A 5/1/2018 10:25:56 AM (Non DOT Initial Review)
• The task was assigned to Montalvo, Sheri A. The due date is: May 2, 2018 5:00 PM
4/27/2018 3:06 PM

DWR
Dfutslon of Water Resources
Pre -Construction Notification (PCN) Form
For Nationwide Permits and Regional General Permits
(along with corresponding Water Quality Certifications)
January 31, 2018 Ver 2.3
Please note: fields marked with a red asterisk below are required. You will not be able to submit the form until all mandatory questions are answered.
Also, if at any point you wish to print a copy of the E -PCN, all you need to do is right -click on the document and you can print a copy of the form.
Below is a link to the online help file.
https://edocs. deq. nc.gov/WaterResources/0/edoc/624704/PCN%20Help%20File%202018-1-30. pdf
A. Processing Information
County (or Counties) where the project is located:*
Pender
Is this project a public transportation project?*
r Yes G No
This is any publicly funded by rrunicipal,state or federal funds road, rail, airport transportation project.
1a. Type(s) of approval sought from the Corps:*
PF Section 404 Permit (wetlands, streams and waters, Clean Water Act)
r Section 10 Permit (navigable waters, tidal waters, Rivers and Harbors Act)
1b. What type(s) of permit(s) do you wish to seek authorization?*
r% Nationwide Permit (NWP)
r Regional General Permit (RGP)
r Standard (IP)
This form may be Corps to initiate the standard/individual permit process. Please contact your Corps representative for submittal of standard permits.
All required items that are not provided in the E -PCN and be added to the miscellaneous upload located at the bottom of this form.
Nationwide Permit (NWP) Number: 18 - Minor Discharges
NWP Number Other:
List all WV nun-bers you are applying for not on the drop dow n list.
1c. Type(s) of approval sought from the DWR:*
check all that apply
401 Water Quality Certification - Regular r 401 Water Quality Certification - Express
r Non -404 Jurisdictional General Permit r Riparian Buffer Authorization
r Individual Permit
*
1d. Is this notification solelyfor the record because written approval is not required?

For the record only for DWR 401 Certification:
For the record only for Corps Permit:
b Yes b No
O Yes a No
1e. Is payment into a mitigation bank or in -lieu fee program proposed for mitigation of impacts?
V so, attach the acceptance letter from mitigation bank or in -lieu fee program
r Yes r No
1f. Is the project located in anyof NC's twenty coastal counties?*
r Yes r No
1g. Is the project located within a NC DCM Area of Environmental Concern (AEC)?*
r Yes r No r Unknown
1h. Is the project located in a designated trout watershed?*
r Yes r No
Link to trout information: http://wwv.saw.usace.army.miI/Missions/Regulatory-Permit-Prograni/Agency-Coordination/Trout.aspx
B. Applicant Information
1a. Who is the Primary Contact?*
Bob Zarzecki (S&EC, PA)
1b. Primary Contact Email:*
[e-mail]
1c. Primary Contact Phone:*
(XXX)XXX-XXXX
1d. Who is applying for the permit?
r Owner V Applicant (other than owner) V Agent/Consultant
(Check all that apply)
2. Owner Information
2a. Name(s) on recorded deed:
RREF II DEU-NC, LLC
2b. Deed book and page no.:
4376/056
2c. Responsible party:
(for Corporations)
c/o Rialto Capital Management, LLC - - Rhodes Adair
2d. Address
Street Address
6 Concourse Parkway, Suite 1600
Address Line 2
City
Atlanta
Postal / Zip Code
30328
2e. Telephone Number:
(XXX)XXX-XXXX
2f. Fax Number:
State / Province / Flegion
GA
Country
USA

[phone]
(xxx)xxx-xxxx
2g. Email Address:*
[e-mail]
...... ...... ..... ......
3. Applicant Information (if different from owner)
3a. Applicant is:
r Agent
r Other buyer/devleoper
V other please specify.
3b. Name:
Mohamad E. Afify
3c. Business Name:
(if applicable)
State / Province / Plegion
A'N'A Builders
NC
3d. Address
Country
Street Address
USA
13480 NC Hwy 50/210
Address Line 2
City
State/ Province / Fbgion
Surf City
NC
Fbstal / Zip Code
Country
28445
USA
3e. Telephone Number:
[phone]
(XXX)XXX-XXXX
Fax Number:
(XXX)XXX-XXXX
Email Address:*
[e-mail]
...................
4. Agent/Consultant (if applicable)
4a. Name:
Bob Zarzecki
4b. Business Name:
(if applicable)
Soil & Environmental Consultants, PA
4c. Address
Street Address
8412 Falls of Neuse Road, Suite 104
Address Line 2
City
State / Province / Plegion
Raleigh
NC
Festal/Zip Code
Country
27615
USA
4d. Telephone Number:

[phone]
(xxx)xxx-xxxx
Fax Number:
[phone]
(xxx)xxx-xxxx
4f. Email Address:*
[e-mail]
Agent Authorization Letter*
Please provide the Agent Authorization Letter ff you are subrritting this docurrent.
S&EC Agent Authorization.pdf 472.33KB
F1LETYPE WST BE FDF
C. Project Information and Prior Project History
1. Project Information
........................................................................................................................................
1a. Name of project:*
SURF CITY PROJECT
1b. Subdivision name:
(if appropriate)
1c. Nearest municipality/ town:*
Surf City
1d. Driving directions*
If it is a new project and can not easily be found in a GPS rrapping system Pease provide directions.
From Wilmington, NC, head northeast on US17 for +/- 14 miles, turn right onto NC -210 for 2.8 miles, turn right on Roland Ave (NC50/210
Hwy), the site will be approximately 1 mile down on your right just after Faith Harbor United Methodist church.
2. Project Identification
2a. Property Identification Number:
(tax PN or parcel ID)
42355238520000
2b. Property size:
(in acres)
5.11 acres
2c. Project Address
Street Address
0 NC50-210 Hwy Oust southeast of Faith Harbor United Methodist church located at 14201 NC -50)
Address Line 2
City
State / Province/ Region
Surf City
NC
Fbstal / Zip Code
Country
28445
USA
2d. Site coordinates in decimal degrees
Please collect site coordinates in decimal degrees. Use between 4-6 digits (unless you are using a survey -grade GPS device) after the decimal place as
appropriate, based on howthe location was determined. (For example, most mobile phones with GPS provide locational precision in decimal degrees to
map coordinates to 5 or 6 digits after the decimal place.)

Latitude:* Longitude:*
34.437 -77.555
ex: 34.208504 -77.796371
3. Surface Waters
3a. Name of the nearest body of water to proposed project:*
Topsail Sound [NC Stream Index No. 18-87-10]
3b. Water Resources Classification of nearest receiving water:*
SA;HQW
Surface Water Lookup
3c. What river basin(s) is your project located in?*
White Oak
River Basin Lookup
4. Project Description
4a. Describe the existing conditions on the site and the general land use in the vicinity of the project at the time of this application:*
The site is currently vacant, wooded land. Faith Harbor United Methodist church is northwest of the property.
Thomas Tackle & Seafood is northeast of the property. Other vacant, wooded parcels surround the remainder of
the property. Various commercial retail and offices east along the NC -50/210 corridor in the vicinity of the project.
4b. Attach an 8 1/2 X 11 excerpt from the most recent version of the USGS topographic map indicating the location of the project site. (for
DWR)
Click the upload button or drag and drop files here to attach docurrent
usgs.pdf
File type rrust be pdf
1.54MB
4c. Attach an 8 1/2 X 11 excerpt from the most recent version of the published County NRCS Soil Survey map depicting the project site.
(for DWR)
Click the upload button or drag and drop files here to attach docurrent
soil survey.pdf 1.53MB
File type rust be pdf
4d. List the total estimated acreage of all existing wetlands on the property:
1.377 (per the recorded deed)
4e. List the total estimated linear feet of all existing streams on the property:
(interrittent and perennial)
0
4f. Explain the purpose of the proposed project:*
Commercial Development - Class A Office Space
4g. Describe the overall project in detail, including indirect imapacts and the type of equipment to be used:
The project proposes to construct an approArnately 7,500 sf class "A" office building, 2,400 sf storage building,
and associated/required access drives, parking and stormwater management (3,200 sf infiltration device
anticipated). No indirect impacts are anticipated. Typical grading equipment (excavators, dozers, etc.) will be used.
4h. Please upload project drawings for the proposed project.
Click the upload button or drag and drop files here to attach docurrent
BATTS LOT 45 WETLAND IMPACT EXHIBIT.pdf 210.63KB
File type rrust be pdf
5. Jurisdictional Determinations
5a. Have the wetlands or streams been delineated on the propertyor proposed impact areas?*

r Yes f No r Unknown
Comments:
The wetlands on the site were delineated it the past by other consultants to
include but not limited to those in associatiion with the NCDOT Topsail
Island Bridge Replacement project (B-4929). S&EC,PA redelineated the
wetlands on this property in March 2018.
5b. If the Corps made a jurisdictional determination, what type of determination was made?
r Preliminary r Approved t: Unknown r N/A
Corps AID Number:
Exarrple: SAW -2017-99999
possibly done as part of SAW -2007-3646 in association with B-4929
5c. If 5a is yes, who delineated the jurisdictional areas?
Name (if known):
Agency/Consultant Company:
Other:
5d. If yes, list the dates of the Corps jurisdictional determinations or State determinations and attach documentation.
possibly June 20, 2011 / We were unable to locate the actual JD, but attached is wetlands map included in the 2011 EA. We added the
approximate property and project area boundaries for this project on this map.
5d1. Jurisdictional determination upload
click the upload button or drag and drop files here to attach docunent
Pages from B4929EnvironmentalAssessment2011.pdf 452.28KB
File type rrust be FDF
6. Project History
6a. Have permits or certifications been requested or obtained for this project (including all prior phases) in the past?*
r Yes r No r Unknown
7. Future Project Plans
7a. Is this a phased project?*
C Yes b No
7b. If yes, explain.
The "project area" or phase one includes the proposed commercial office building, etc. The remainder of the
property is being held for potential future development. Wetlands are shown on the recorded plat and B-4929
documents within the remainder of this property, but not impacts to these wetlands are proposed at this time. The
applicant understands that any future wetland impacts may be cumulative to those permitted under this initial
phase one development.
Are any other NWP(s), regional general permit(s), or individual permits(s) used, or intended to be used, to authorize any part of the
proposed project or related activity? This includes other separate and distant crossing for linear projects that require Department of the
Army authorization but don't require pre -construction notification.
No.
D. Proposed Impacts Inventory
1. Impacts Summary
1a. Where are the impacts associated with your project? (check all that apply):

W Wetlands ❑ Streams -tributaries r Buffers
r— Open Waters ❑ Pond Construction
2. Wetland Impacts
If there are wetland impacts proposed on the site, then complete this question for each wetland area impacted.
2a. Site # - Reason for impact * 2b. Impact type * 2c. Type of wetland * 2d. Wetland name *2e. 2f. Type of 2g. Impact
Forested* Jurisdicition* area*
Access drive & parking P
Nbp label (e.g. Fbad Rossing 1 - Culvert, Flermanent (Fj or
dewatering, etc) Temporary (T)
2g. Total Temporary Wetland Impact
0.000
2g. Total Permanent Wetland Impact
0.080
2g. Total Wetland Impact
0.080
2h. Comments:
Non-Riverine Swamp W1 Yes Corps 0.080
Forest (404, 10) orDAR (401, (acres)
other)
The wetland is partially wooded and partially managed vegetation adjacent to the NC -50/210 right of way and
electic transmission line. The NCDOT EA identified the weltnad as "non -riparian". While this wetland does not
perfectly fit into any of the NCWAM wetland types, we believe the most applicable reference NCWAM wetland type
would be "Non-Riverine Swamp Forest". Other possible types include "seep" or possibly "pocossin".
E. Impact Justification and Mitigation
1. Avoidance and Minimization
1a. Specifically describe measures taken to avoid or minimize the proposed impacts in designing the project:*
The project involves the construction of a class "A" office building in the eastern portion of the property. Road
frontage and visibility to NC -50/210 Hwy is critical for the project to be successful. The 0.08 acre wetland is
unfortunatley located adjacent to the highway and could not be avoided given the necessary parking, access
drives and stormwater management requried for this development. The remainder fo the property is shown to
contain considerable wetlands on the recorded plat map and NCDOT B-4929 2011 EA and permit documents.
This initial phase avoids any impacts to these potential wetland areas.
1b. Specifically describe measures taken to avoid or minimize the proposed impacts through construction techniques:*
Tree protection and silt fencing will be placed around this proposed project to avoid impacts to offsite wetlands
and any potential wetlands on the remainder of this property. An erosion and sediment control plan will be
approved for the project along with a post -construction Coastal Stormwater management plan from DEQ.
2. Compensatory Mitigation for Impacts to Waters of the U.S. or Waters of the State
2a. Does the project require Compensatory Mitigation for impacts to Waters of the U.S. or Waters of the State?
r Yes
r No
2b. If this project DOES NOT require Compensatory Mitigation, explain why:
The project proposes impacts to 0.08 acres of non -riparian freshwater wetlands (< 1/10th acres). Impacts of this amount and type typically
do not require mitigation, and as such no mitigaiton is proposed. It shoudl also be noted the the wetlands are partially disturbed alread do
the management of vegatation adjacent to the highway right of way and electric transmission line.
F. Stormwater Management and Diffuse Flow Plan (required by DWR)
*** Recent changes to the stormwater rules have required updates to this section .***

1. Diffuse Flow Plan
1a. Does the project include or is it adjacent to protected riparian buffers identified within one of the NC Riparian Buffer Protection
Rules?
f Yes r No
For a list of options to meet the diffuse flow requirements, click here.
If no, explain why:
The project is located within a river basin (White Oak) which currently does not have riparian buffer rules in place. CAMA 30' buffers apply
wihtin the county, but the project is located appro)amately more than 650 feet from the closest coastal wetland or water, and as such these
buffers do not apply to the property. Also, it should be noted that no streams exist on the property.
2. Stormwater Management Plan
2a. Is this a NCDOT project subject to compliance with NCDOT's Individual NPDES permit NCS000250?*
r Yes r No
2b. Does this project meet the requirements for low density projects as defined in 15A NCAC 02H .1003(2)?
r Yes
r No
To look up low density requirement click here 15A NCAC 02H .1003(2).
2c. Does this project have a stormwater management plan (SMP) reviewed and approved under a state stormwater program or state -
approved local government stormwater program?*
r Yes
r No
Hnt: projects that have vested rights, exemptions, or grandfathering from state or locally irrplerrented stormwater prograrrs or projects that satisfy state or locally-inlAerrented storrrwater prograrrB
through use of comrunity in -lieu programs should answer no to this question.
2d. Which of the following stormwater management program(s) apply (check all that apply):*
r- Local Government
V State
State Stormwater Programs*
r- Phase II
V Coastal Counties
F HWQ or ORW
F Other
G. Supplementary Information
1. Environmental Documentation
1a. Does the project involve an expenditure of public (federal/state/local) funds or the use of public (federal/state) land?*
r Yes r No
2. Violations (DWR Requirement)
2a. Is the site in violation of DWR Water Quality Certification Rules (15A NCAC 2H.0500), Isolated Wetland Rules (15A NCAC 2H.1300), or
DWR Surface Water or Wetland Standards or Riparian Buffer Rules (15A NCAC 2B.0200)? *
r Yes r No
2b. Is this an after -the -fact permit application?*
r Yes r No

3. Cumulative Impacts (DWR Requirement)
3a. Will this project (based on past and reasonably anticipated future impacts) result in additional development, which could impact
nearby downstream water quality?*
r Yes r No
3b. If you answered "no," provide a short narrative description.
The project is a private commercial class "A" office space within a highway corridor alreay containing variouis other
commercial and retail developments. Developments as the type proposed here typically is not anticipated to result
in cumulative direct or indirect impacts. State and local stormwater, CAMA buffers and other such regulations
already east to help minimize any potential cumulative impacts (even though none are anticipated in association
with this project).
4. Sewage Disposal (DWR Requirement)
4a. Is sewage disposal required by DWR for this project?
r Yes r Nor N/A
4b. Describe, in detail, the treatment methods and dispositions (non -discharge or discharge) of wastewater generated from the
proposed project. If the wastewater will be treated at a treatment plant, list the capacity available at that plant.
Wastewater from the site will be discharged to and treated by the Town of Surf City, NC (Permit No. WQ0000795)
Mich has a capacity of 1.5 mgd. The Town and DEQ will ensure adequate capacity for this project.
5. Endangered Species and Designated Critical Habitat (Corps Requirement)
5a. Will this project occur in or near an area with federally protected species or habitat?*
r Yes r No
5b. Have you checked with the USFWS concerning Endangered Species Act impacts?*
r Yes r No
5d. Is another Federal agency involved?*
r Yes r No f Unknown
5e. Is this a DOT project located within Division's 1-8?*
r Yes r No
5f. Will you cut any trees in order to conduct the work in waters of the U.S.?
r Yes r No
5g. Does this project involve bridge maintenance or removal?
r Yes r No
Link to the NLEB SLOPES document: http://saw-reg.usace.army.mil/NLEB/1-30-17-signed_NLEB-SLOPES&apps.pdf
5h. Does this project involve the construction/installation of a wind turbine(s)?*
r Yes r No
5i. Does this project involve (1) blasting, and/or (2) other percussive activities that will be conducted by machines, such as jackhammers,
mechanized pile drivers, etc.?
r Yes r No
5j. What data sources did you use to determine whether your site would impact Endangered Species or Designated Critical Habitat?
N.C. Natural Heritage Program (NCNHDE-5850 report attached). Federally projected species within the project
area (as defined by NHP) include Lepidochelys kempii (Kemp's Ridley Seaturtle) and Amaranthus pumilus
(Seabeach Amaranth). Non known occurrences for these actually exist on this property and no habitat for these
species e)asts on property or within the "action area". As such we believe that a "no effect" determination is
applicable. The proposed stormwater management plan and construction stormwater permit elements will protect
offsite and downstream waters to help eliminate any potential impact to these and other protected species.
6. Essential Fish Habitat (Corps Requirement)

6a. Will this project occur in or near an area designated as an Essential Fish Habitat?*
r Yes
r No
6b. What data sources did you use to determine whether your site would impact an Essential Fish Habitat?*
NOAA-EFH Mapper webesite. - - The project is located greatern than approximately 650' from the closest coastal
wetlands or waters. The proposed project area requests impacts to non -riparian freshwater wetlands not directly
adjacent to any EFH areas.
7. Historic or Prehistoric Cultural Resources (Corps Requirement)
Link to the State Historic Preservation Office Historic Properties Map (does not include archaeological data: http://gis.ncdcr.gov/hpoweb/
7a. Will this project occur in or near an area that the state, federal or tribal governments have designated as having historic or cultural
preservation status (e.g., National Historic Trust designation or properties significant in North Carolina history and archaeology)?*
r Yes
r No
7b. What data sources did you use to determine whether your site would impact historic or archeological resources?*
SHPO-HPOWEB mapper website. - - Map attached.
7c. Historic or Prehistoric Information Upload
pick the upload button or drag and drop files here to attach docurrent
shpo.pdf 376.75KB
File crust be FDF
8. Flood Zone Designation (Corps Requirement)
Link to the FEMA Floodplain Maps: https://msc.fema.gov/portal/search
8a. Will this project occur in a FEMA -designated 100 -year floodplain?*
r Yes
r No
8b. If yes, explain how project meets FEMA requirements:
The project exdsts wihtin the FEMA designated "Zone AE (EL8)" area. The project will be reviewed for FEMA
floodplain compliance by the Town of Surf City (Town Ordinance - Chapter 8 Flood Damage Prevention, etc.).
8c. What source(s) did you use to make the floodplain determination?*
DFIRM (attached).
Miscellaneous
Miscellaneous attachments not previously requested.
Click the upload button or drag and drop files here to attach docurrent
Agreement of Sale and Purchase - NC HWY50 Surf City.pdf
15.41 MB
Afify, Mo - recorded plat pdf.pdf
154.94KB
NHP - project—report _lot _45_batts_division_12062_12062.pdf
896.76KB
NWI.pdf
1.35MB
Pages from B4929EnvironmentalAssessment2011.pdf
452.28KB
DFIRM_NC_3720423500J (8.5X11).pdf
432.31 KB
File rrust be FDF or KNE
Signature
JZ By checking the box and signing below, I certify that:
■ I have given true, accurate, and complete information on this form;

■ I agree that submission of this PCN form is a "transaction" subject to Chapter 66, Article 40 of the NC General Statutes (the "Uniform Electronic
Transactions Act');
■ I agree to conduct this transaction by electronic means pursuant to Chapter 66, Article 40 of the NC General Statutes (the "Uniform Electronic
Transactions Act');
■ I understand that an electronic signature has the same legal effect and can be enforced in the same way as a written signature; AND
■ I intend to electronically sign and submit the PCN form.
Full Name:*
Bob Zarzecki
Signature
qst�
Initial Review
Is this project a public transportation project?*(?)
r Yes r No
Change only ff needed.
Has this project met the requirements for acceptance in to the review process?*
G Yes
r No
BIMS # Assigned*
20180591
Version#*
Reviewing Office*
Wilmington Regional Office - [phone]
Select Project Reviewer*
Robb Mairs:eads\rlmairs2
Is a payment required for this project?*
r No payment required
r Fee received
C Fee needed - send electronic notification
What amout is owed?
O $240.00
f $570.00

SEIRVEY REFERENCE'.
LOT 45 - BATTS DIVISION NORTH CAROLINA HIGHWAY NO. 210
MAP BOOK 9 AT PAGE 53
DEED BOOK 2013 AT PAGE 39
PENOER COUNTY REGISTRY
ROTn'
I. CORNERS ARE MARKED AS NOTED ON HAP. �• -
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Project Number:
BZ
Project Manager:
1" = 1000'Scale:
2/27/18Date:
Map Title:
Source:
Soil Survey Map
Surf City Property
Pender County, NC
Soil Survey Sheet 15
¯0 1,000 2,000
Feet
13444.W1

Project Number:
BZ
Project Manager:
1" = 1000'Scale:
2/27/18Date:
Map Title:
Source:
USGS Map
Surf City Property
Pender County, NC
USGS Holly Ridge Quad
¯0 1,000 2,000
Feet
13444.W1
AGREEMENT FOR SALE AND PURCHASE OF PROPERTY
RREF H DEU-NC, LLC, a Delaware limited liability company ("Seller"), whose address is c/o
Rialto Capital Management, LLC, 6 Concourse Parkway, Suite 1600, Atlanta, Georgia 30328; Attn: Mr.
Rhodes Adair, and MOHAAJAD E. AFIFY ("Buyer"), whose address is
13,490 id- Yw-E -;/c iv ! �j C 1-r .NC Z�'�2whose Social Security Number is , hereby agree as of
the Effective ate that Seller shall sell to Buyer and Buyer shall purchase from Seller, upon the following
terms and conditions and for the price herein set forth, the Property, as such term is defined in Article I of
this Agreement.
ARTICLE I
DEFINED TERMS
1.1 Certain Definitions. As used herein, the following terms shall have the following meanings:
(a) "Closing Date" shall mean 2:00 P.M. Eastern time on the thirtieth (301h) day after the
Feasibility Date.
(b) "Deposit" shall mean the amount from time to time held by the Title Company as
Buyer's earnest money deposit. The Deposit shall consist initially of the sum of Ten Thousand and
No/100 U.S. Dollars ($10,000.00). The Deposit shall be increased to the extent that interest accrues
thereon.
(c) "Disclosed Seller Broker" shall mean Cape Fear Commercial, LLC, having an address
of 1051 Military Cutoff Road, Suite 200, Wilmington, North Carolina 28405; Attention: Paul Loukas,
Telephone Number 910-344-1008, Facsimile Number 910-344-1028, E-mail Address:
[e-mail].
(d) "Disclosed Buyer Broker" shall mean none.
(e) "Feasibility Date" shall mean 5:00 p.m. Eastern time on the forty fifth (451h) day after
the Effective Date.
(f) "Escrow Agent" shall mean the Title Company identified below.
(g) "Purchase Price" shall mean
(h) "Title Company" shall be selected by Buyer in Buyer's sole discretion. Title Company
shall mean [check appropriate box]:
Name:_
Address:
Contact Person: _
Telephone Number:
Facsimile Number:_
Email Address:
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

or
[ ] Republic Commercial Title Company, LLC
(acting as agent for a national title insurance company doing business in Georgia)
Address: 6111 Peachtree -Dunwoody Road, NE, Building D, Atlanta, Georgia 30328
Contact Person: Greg Kala, Esq.
Telephone Number: 770-394-3007
Facsimile Number: 770-394-8028
Email Address: [e-mail]
1.2 Other Defined Terms. Other capitalized terms contained in this Agreement shall have the
meanings assigned to them herein, including as set forth in Schedule 1 attached hereto.
ARTICLE II
CONDITION
2.1 Information Regarding Property. Seller has provided and may in the future provide to Buyer
and/or Buyer's agents and consultants documents and information pertaining to the Property. Any and all
of such information and documentation is provided simply as an accommodation to Buyer, and Seller
makes no representations as to their accuracy or completeness. Buyer understands that some of the
foregoing documents were provided by others to Seller and were not prepared by or verified by Seller. In
no event shall Seller be obligated to deliver or make available to Buyer any of Seller's internal
memoranda, attorney-client privileged materials or appraisals of the Property, if any.
2.2 Due Diligence and Right to Cancel. Buyer's obligations hereunder are expressly subject to
Buyer's approval of the Property in all respects, including, but not limited to, economic feasibility,
financing, zoning, the local government comprehensive plan, redevelopment potential, structural
components of any improvements, governmental restrictions and requirements, availability of utilities,
concurrency issues, physical condition, subsoil conditions, environmental matters, and such other matters
as may be of concern to Buyer. Buyer shall have until the Feasibility Date in which to determine whether
the Property is acceptable to Buyer, in its sole discretion, in all respects. If Buyer finds the Property to be
unacceptable and elects not to proceed with the transaction contemplated hereby, Buyer shall, on or
before the Feasibility Date, give written notice of termination to Seller in the form attached hereto as
Exhibit B (the "Termination Notice and Agreement"). Concurrently with such Termination Notice and
Agreement, Buyer shall deliver to Seller originals or copies of all Due Diligence Reports. Conditioned
upon Seller's timely receipt of the Termination Notice and Agreement and originals or copies of the Due
Diligence Reports, (i) the Deposit shall be returned to Buyer, and (ii) neither party shall have any further
rights or obligations hereunder, except, however, that Buyer shall remain obligated with respect to the
indemnities and obligations herein which specifically survive termination. If Buyer does not timely
deliver the Termination Notice and Agreement, prior to or on the Feasibility Date, this Agreement shall
remain in full force and effect and the Deposit shall be deemed to be non-refundable to Buyer except as
expressly provided otherwise herein.
2.3 Access. Until the Feasibility Date (and thereafter if this Agreement is not terminated), Buyer and
Buyer's agents and contractors shall be entitled to enter upon the Property at all reasonable times
established by Seller, but only for the purpose of conducting tests and making site inspections and
investigations. In doing so, however, Buyer agrees not to cause any damage or make any physical
changes to the Property or interfere with the rights of Tenants or others who may have a legal right to use
or occupy the Property. Seller or its representative shall have the right to be present to observe any testing
or other inspection performed on the Property (and Buyer shall provide Seller with reasonable advance
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

notice of all testing and inspections to be performed on the Property). Under no circumstances shall the
right of entry granted herein be interpreted as delivery of possession of the Property prior to Closing.
Buyer shall maintain at all times during their entry upon the Property, commercial general liability
insurance with limits of not less than $1,000,000.00 combined single limit, bodily injury, death and
property damage insurance per occurrence. Each policy of insurance shall name Seller as an additional
insured party, with such coverage being primary whether or not the Seller holds other policies of
insurance. Buyer or Buyer's agents or contractors shall deliver a certificate issued by the insurance carrier
of each such policy to Seller prior to entry upon the Property.
2.4 Indemnification. Buyer shall protect, defend, indemnify, save and hold harmless the Seller Group
against any and all claims, demands, fines, suits, actions, proceedings, orders, decrees, judgments,
damage or liability (including attorneys' fees incurred by the Seller Group with respect thereto) of any
kind or nature, by or in favor of anyone whomsoever, resulting from, arising from, or occasioned in whole
or in part by any act or omission by Buyer, its agents, contractors, employees, representatives or invitees
in, upon, or at the Property, or from Buyer's inspection, examination and inquiry of or on the Property.
The provisions of this Section shall survive the Closing or termination of this Agreement.
2.5 Buyer's Obligations with Respect to Inspections. If Buyer or its agents, employees or contractors
take any sample from the Property in connection with any testing, Buyer shall, upon the request of Seller,
provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own
testing. Notwithstanding anything to the contrary contained herein, in no event shall Buyer undertake any
physically invasive testing without Seller's prior written consent, in Seller's sole discretion. Buyer shall
restore the Property to its original condition promptly after Buyer's independent factual, physical and
legal examinations and inquiries of the Property, but in no event later than ten (10) days after the damage
occurs. Without limiting Seller's remedies for any such damage, Buyer's obligation to restore shall be
secured by Seller's right to setoff against the Deposit. Buyer shall promptly pay for all inspections upon
the rendering of statements therefor. Buyer shall not suffer or permit the filing of any liens against the
Property and if any such liens are filed, Buyer shall promptly cause them to be released or otherwise
eliminated from being a lien upon the Property. In the event the transaction contemplated by this
Agreement is not closed for any reason whatsoever, Buyer shall (a) deliver all of the Due Diligence
Reports to Seller at no cost to Seller; and (b) remain obligated with respect to the indemnities and other
obligations contained in this Agreement. The provisions of this Section shall survive the Closing or
termination of this Agreement.
2.6 Condition of the Property. If this Agreement is not terminated pursuant to Section 2.2 above,
Buyer shall be deemed to have acknowledged that Seller has provided Buyer sufficient opportunity to
make such independent factual, physical and legal examinations and inquiries as Buyer deems necessary
and desirable with respect to the Property and the transaction contemplated by this Agreement and that
Buyer has approved the Property in all respects. The following provisions shall thereupon be applicable
and shall survive the Closing or termination of this Agreement:
(a) Buyer does hereby acknowledge, represent, warrant and agree to and with Seller that,
except as otherwise expressly provided in this Agreement: (i) Buyer is expressly purchasing the Property
in its existing condition "AS IS, WHERE IS, AND WITH ALL FAULTS" with respect to all facts,
circumstances, conditions and defects; (ii) Seller has no obligation to inspect for, repair or correct any
such facts, circumstances, conditions or defects or to compensate Buyer for same; (iii) Seller has
specifically bargained for the assumption by Buyer of all responsibility to inspect and investigate the
Property and of all risk of adverse conditions and has structured the Purchase Price and other terms of this
Agreement in consideration thereof; (iv) Buyer has undertaken all such inspections and investigations of
the Property as Buyer deems necessary or appropriate under the circumstances as to the condition of the
Property and the suitability of the Property for Buyer's intended use, and based upon same, Buyer is and
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

will be relying strictly and solely upon such inspections and examinations and the advice and counsel of
its own consultants, agents, legal counsel and officers and Buyer is and will be fully satisfied that the
Purchase Price is fair and adequate consideration for the Property; (v) Seller is not making and has not
made any warranty or representation with respect to any materials or other data provided by Seller to
Buyer (whether prepared by or for the Seller or others) or the education, skills, competence or diligence
of the preparers thereof or the physical condition or any other aspect of all or any part of the Property as
an inducement to Buyer to enter into this Agreement and thereafter to purchase the Property or for any
other purpose; and (vi) by reason of all the foregoing, Buyer assumes the full risk of any loss or damage
occasioned by any fact, circumstance, condition or defect pertaining to the Property. Without limiting the
generality of any of the foregoing, Buyer specifically acknowledges that Seller does not represent or in
any way warrant the accuracy of any marketing information or pamphlets listing or describing the
Property or the information, if any, provided by Seller to Buyer; and
(b) SELLER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE
WHATSOEVER (INCLUDING WARRANTIES OF HABITABILITY AND FITNESS FOR
PARTICULAR PURPOSES), WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO WARRANTIES WITH RESPECT TO: THE PROPERTY OR ITS CONSTRUCTION;
DEFECTS CAUSED BY ACTS OF THE ORIGINAL SELLER, DEVELOPER, OR BUILDER OF THE
PROPERTY, OR ANY SUPPLIER, CONTRACTOR, SUBCONTRACTOR, OR MATERIALMAN;
DEFECTS PERTAINING TO STRUCTURAL ELEMENTS, SYSTEMS, EQUIPMENT, APPLIANCES,
UTILITIES, OR FIXTURES RELATED TO THE PROPERTY; TAX LIABILITIES; ZONING; LAND
VALUE; AVAILABILITY OF ACCESS OR UTILITIES; INGRESS OR EGRESS; GOVERNMENTAL
APPROVALS; OR THE SOIL CONDITIONS OF THE REAL PROPERTY, REGARDLESS OF
WHETHER SUCH CONDITIONS CURRENTLY EXIST OR EMERGE OVER TIME. BUYER
FURTHER ACKNOWLEDGES THAT BUYER IS BUYING THE PROPERTY "AS IS" AND IN ITS
PRESENT CONDITION AND THAT EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT, BUYER IS NOT RELYING UPON ANY REPRESENTATION OF ANY KIND OR
NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES OR AGENTS OR SELLER GROUP
WITH RESPECT TO THE LAND OR PROPERTY, AND THAT, IN FACT, NO SUCH
REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT; and
(c) FURTHER AND WITHOUT IN ANY WAY LIMITING ANY OTHER PROVISION
OF THIS AGREEMENT, SELLER MAKES NO WARRANTY WITH RESPECT TO THE PRESENCE
ON OR BENEATH THE REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF
HAZARDOUS MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND THE DEED,
BUYER ACKNOWLEDGES THAT BUYER'S OPPORTUNITY FOR INSPECTION AND
INVESTIGATION OF SUCH REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY
THERETO) HAS BEEN ADEQUATE TO ENABLE BUYER TO MAKE BUYER'S OWN
DETERMINATION WITH RESPECT TO THE PRESENCE ON OR BENEATH THE REAL
PROPERTY (AND OTHER PARCELS IN PROXIMITY THERETO) OF SUCH HAZARDOUS
MATERIALS. FURTHERMORE, BUYER'S CLOSING HEREUNDER SHALL BE DEEMED TO
CONSTITUTE AN EXPRESS WAIVER OF BUYER'S AND ITS SUCCESSORS' AND ASSIGNS'
RIGHTS TO SUE ANY OF THE SELLER GROUP AND OF BUYER'S RIGHT TO CAUSE ANY OF
THE SELLER GROUP TO BE JOINED IN AN ACTION BROUGHT UNDER ANY FEDERAL,
STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW EXISTING OR HEREAFTER
ENACTED OR AMENDED WHICH PROHIBITS OR REGULATES THE USE, HANDLING,
STORAGE, TRANSPORTATION OR DISPOSAL OF HAZARDOUS MATERIALS OR WHICH
REQUIRES REMOVAL OR REMEDIAL ACTION WITH RESPECT TO SUCH HAZARDOUS
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

MATERIALS, SPECIFICALLY INCLUDING BUT NOT LIMITED TO FEDERAL "CERCLA",
"RCRA", AND "SARA" ACTS.
2.7 Maintenance of Property. Except as Buyer may otherwise consent in writing, until the Closing
Date, unless this Agreement is sooner terminated, Seller shall: (i) carry on the business of the Property in
the ordinary course and in a manner consistent with Seller's prior practices (including enter into new
Leases or renewals or amendments of existing Leases); (ii) maintain the Property in its present condition
and repair, ordinary wear and tear excepted and subject to the terms of Section 12.2 hereof, (iii) maintain
the existing insurance policies for the Property (and any replacements thereof) in full force and effect; (iv)
not sell, transfer, encumber (except as provided in (i) above), mortgage or place any lien upon the
Property or in any way create or consent to the creation of any title condition affecting the Property; and
(v) not enter into any new Service Contracts unless they are cancelable upon thirty (30) days or less
notice.
ARTICLE III
PURCHASE PRICE AND TERMS OF PAYMENT; CLOSING ADJUSTMENTS
3.1 Purchase Price. The total Purchase Price shall be the Purchase Price set forth in Section 1.1 of
this Agreement.
3.2 Payment of Purchase Price. The Purchase Price shall be paid as follows:
(a) Credit for Deposit. No later than the next Business Day after the Effective Date, Buyer
shall deliver in escrow the Deposit by wire transfer to the Escrow Agent. The Deposit is consideration for
the rights granted to Buyer to purchase the Property and shall be non-refundable except as otherwise
provided herein.
(b) Non -Interest Bearing Account. Unless the box below is checked, and Buyer's Social
Security Number provided, the Deposit shall be held in a non-interest bearing account with a financial
institution mutually approved by Seller and Buyer. At the Closing, Buyer shall receive a credit against the
Purchase Price in the amount of the Deposit.
[ ] NOTWITHSTANDING THE FOREGOING, the Deposit shall be held in an interest
bearing account. Buyer's Social Security Number is . Interest which accrues on the
Deposit shall accrue for the benefit of the Party which is or becomes entitled to the Deposit.
(c) Payment at Closing. The balance of the Purchase Price, subject to the prorations and
adjustments set forth in this Agreement, shall be paid (i) by Buyer to Seller by wire transfer to Title
Company's account at the time of Closing, and (ii) by the Title Company to Seller by wire transfer to
Seller's account immediately upon Closing. If Escrow Agent is not the Title Company, Escrow Agent
shall deliver the Deposit (including all interest earned thereon, if any) to the Title Company by wire
transfer the Business Day prior to the Closing Date. Neither Seller nor any entity related to Seller in any
way or for which Seller acts as a conduit for financing has any obligation to finance Buyer's purchase of
the Property. Wired funds must be received in the Title Company's account prior to noon Eastern time on
the Closing Date. Accordingly, if funds are received after noon Eastern time on any day, they shall not be
deemed received until the following Business Day. If the Title Company does not receive the funds on the
Closing Date and Seller elects not to exercise any of its default remedies, Buyer shall pay interest on the
Purchase Price from the Closing Date until the funds are deemed to have been received, at the rate of
fifteen percent (15%) per annum.
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

(d) Tax Free Exchange. Seller acknowledges that BB&T may desire to structure the
transaction as a tax-free exchange pursuant to Internal Revenue Code 1031, and agrees to
cooperate with BB&T, at BB&T's sole cost and expense, in connection with such exchange.
(e)
3.3 Closing Adjustments and Prorations. Except as otherwise provided in this Section, all adjustments
and prorations to the Purchase Price payable at Closing shall be computed as of the Prorations Date. Such
adjustments and prorations shall include the following:
(a) Revenues and Expenses. Seller shall be entitled to receive all revenues and shall be
charged with all expenses relating to the ownership and operation of the Property through the Prorations
Date, and to the extent any revenues for the month of Closing are not collected prior to the Prorations
Date, Seller shall be entitled to a credit for same at Closing. All revenues and expenses shall be prorated
as of the Prorations Date. The provisions of this Section shall survive Closing.
(b) Intentionally Deleted.
(c) Taxes and Assessments; Pending and Certified Liens. Taxes and assessments for the year
of Closing shall be prorated as of the Prorations Date upon the amount of such taxes for the year of
Closing if the amount of such taxes is known at the time of Closing; if such amount cannot be then
ascertained, proration shall be based upon the amount of the taxes, with the maximum discount allowed
by law, if any, for the preceding year. If any tax proration shall be based upon the amount of taxes for the
year preceding the year of Closing, such taxes, at the request of either party, shall be reprorated and
adjusted between the parties, on the basis of the maximum discounted payment, forthwith after the tax
bills for the year of Closing are received. To the extent that Seller completes any pending tax appeal
which results in savings for periods prior to and after Closing, the parties agree to reprorate any such
taxes and to share in the costs of such appeal, including attorney's fees and costs, based on the parties'
pro rata ownership of the Property for such tax period. County or other public liens, if any, certified or for
which the work has been substantially completed on the date of Closing shall be paid by Seller and any
other such liens shall be assumed by Buyer. Other assessments not included on the regular property tax
bills, license fees for transferred licenses, and state or municipal fees and taxes for the Property for the
applicable fiscal period during which Closing takes place shall be adjusted as of the Prorations Date on
the basis of the most recent ascertainable assessments and rates, and shall be re -prorated as necessary
pursuant to subparagraph (f) below.
(d) Utility Charges. Electric, water, sewer, gas, fuel, waste collection and removal and other
utility and operating expenses relating to the Property shall be prorated as of the Prorations Date. It shall
be assumed that the utility charges were incurred uniformly during the billing period in which the Closing
occurs. If bills for the applicable period are unavailable, the amounts of such charges will be estimated
based upon the latest known bills. Notwithstanding the foregoing, to the extent possible: (i) Seller and
Buyer shall request the utility companies to read the meters as of the Prorations Date; (ii) Seller shall be
responsible for all such utility charges incurred through the Prorations Date; (iii) Buyer shall make
application to the various companies for the continuation of such services and the establishment of the
required accounts in the name of Buyer effective from and after the Prorations Date; (iv) all prepaid
deposits for utilities shall be refunded to Seller at or promptly after the time of Closing by the utility
companies; and (v) it shall be Buyer's responsibility to make any utility deposits required for the
continuation of such services from and after the Prorations Date; provided, however, that if any utility
company keeps Seller's deposit (and transfers said deposit to Buyer), Seller shall receive a credit in the
amount of the utility deposit at Closing.
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000
�1
/G'V

(e) Other Prorations. In addition to the previously stated adjustments and prorations at
Closing the parties shall also make such adjustments and proration to the Purchase Price as are
customary and usual in transactions similar to the transaction contemplated by this Agreement.
(f) Reproration and Post -Closing Adjustments. In the event that any adjustments or
prorations (other than real estate taxes) cannot be apportioned or adjusted at Closing by reason of the fact
that final or liquidated amounts have not been ascertained, or are not available as of such date, the parties
hereto agree to apportion or adjust such items on the basis of their best estimates of the amounts at
Closing and to re -prorate any and all of such amounts promptly when the final or liquidated amounts are
ascertained, but in no event later than one (1) year after the Closing Date. In the event of any omission or
mathematical error on the closing statement, or if the prorations, apportionments and computations shall
prove to be incorrect for any reason, the same shall be promptly adjusted when determined and the
appropriate party paid any monies owed. This provision shall survive the Closing.
3.4 Costs and Expenses. Buyer shall pay all escrow fees, all costs of recording, all transfer taxes, all
title search, premium and other charges, any costs related to the disbursement of funds in connection with
Closing, and the costs of any survey or survey update obtained by Buyer. Attorneys' fees, consulting fees,
and other due diligence expenses shall be borne by the party incurring such expense. The provisions of
this Section shall survive the Closing.
ARTICLE IV
TITLE
4.1 Evidence of and Encumbrances upon Title. [ XX ] Buyer [ ] Seller [check appropriate box] shall
order a Title Cormnitment from the Title Company within three (3) days of the Effective Date, and upon
receipt thereof shall promptly deliver a copy of the Title Commitment to the other party. The Title
Commitment shall be the basis upon which Buyer reviews the status of title to the Real Property. Buyer
may deliver to Seller written objections to exceptions contained in the Title Commitment on or before the
Feasibility Date; provided, however, the following shall be deemed "Acceptable Encumbrances" and
Buyer shall not have the right to object to Acceptable Encumbrances:
(a) Real property taxes and assessments for the year in which the sale and purchase shall be
closed, which shall be prorated as provided for herein;
(b) The standard printed exceptions contained in owner's title insurance policies;
(c) Zoning and other regulatory laws and ordinances affecting the Property;
(d) Conditions, easements and restrictions of record;
(e) Rights of tenants in possession (if any);
(f) Matters which would be disclosed by a current and accurate survey and inspection of the
Property;
(g) Taxes and assessments for the current year;
(h) Any other matters of record that do not render title unmarketable; and
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 118 87.5 000000
Vii✓

(i) Any matters that are approved in writing by Buyer or deemed approved by Buyer in
accordance with this Agreement or that are caused or permitted by Buyer.
If Buyer timely delivers a written objection (a "Title Objection") to any item (other than an
Acceptable Encumbrance), then Seller shall have the right - but not the obligation to - use commercially
reasonable diligence to remove, discharge or correct such liens, encumbrances or objections and shall
have a period of sixty (60) days after receipt of the Title Objection (the "Title Cure Period") in which to
do so (and if necessary the Closing Date shall be extended accordingly). Seller shall not in any event be
obligated to cure any such Title Objections. If Seller shall be unwilling or unable to remove, discharge or
correct such other liens, encumbrances or objections within such Title Cure Period, then Buyer may, at its
option, no later than five (5) days after Seller notifies Buyer of Seller's unwillingness or inability, either
terminate this Agreement by delivering written notice of such election to Seller (a "Buyer Title
Termination Notice"), or accept title in its then existing condition without reduction of the Purchase
Price. If Buyer shall elect to terminate this Agreement pursuant to this section, Buyer shall execute the
Termination Notice and Agreement, and shall deliver the executed Termination Notice and Agreement
and the Due Diligence Reports to Seller, the Deposit shall be delivered to Buyer, this Agreement shall
terminate, and thereafter neither Seller nor Buyer shall have any further rights or obligations hereunder,
except that Buyer shall remain obligated with respect to the indemnities and obligations of this
Agreement which specifically survive termination. If (i) Buyer fails timely to give written notice of any
Title Objection to Seller, or (ii) Buyer fails to give a Buyer Title Termination Notice within five (5) days
after Seller notifies Buyer of Seller's unwillingness or inability to cure any Title Objection (if applicable),
all matters reflected on the Title Commitment shall be deemed to be Acceptable Encumbrances. If Buyer
fails to give written notice of its intent to terminate within five (5) days after Seller's responsive notice to
Buyer that Seller is unwilling or unable to cure any one or more of the title Objections, then all matters
which Seller is unable or unwilling to cure shall be deemed to be Acceptable Encumbrances and Buyer's
termination right under this Section shall be deemed to be waived.
4.2 Survey. Prior to the Feasibility Date, Buyer may cause a survey of the Real Property to be
prepared or updated at Buyer's sole cost and expense, and have a copy of same delivered to Seller. Any
such survey shall conform to ALTA or to state standard requirements and be certified to Buyer, Seller and
the Title Company. If any encroachments or other matters not acceptable to Buyer are shown, Buyer may
give written notice of objection to Seller within the same time frame for providing Title Objections, in
which case any such encroachment or other matter shall be treated in the same manner as a title defect
pursuant to Section 4.1 above. If, however, Buyer fails to obtain a survey or update or if Buyer obtains a
survey or update but fails timely to give written notice of objection, all encroachments and other matters
of survey shall be deemed approved by Buyer and shall constitute Acceptable Encumbrances.
4.3 Updated Title Commitment. On or before the Closing Date, Buyer may cause the Title Company
to update the Title Commitment. If the updated Title Commitment contains exceptions that do not
constitute Acceptable Encumbrances, Buyer may deliver written objection thereto prior to Closing. If
Buyer timely and properly files written objection to any such other item, then same shall be treated in the
same manner as a title defect pursuant to Section 4.1 above. If the updated Title Commitment contains no
exceptions other than those reflected on the Title Commitment and other Acceptable Encumbrances or if
Buyer fails to give written notice of objection to Seller prior to Closing, all matters reflected on the
updated Title Commitment shall be deemed Acceptable Encumbrances, this Agreement shall remain in
full force and effect and Buyer shall be obligated to complete the transaction as required by this
Agreement.
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ARTICLE V
ESCROW AND CLOSING
5.1 Escrow Instructions. Upon execution of this Agreement, the parties hereto shall deposit an
executed counterpart of this Agreement with the Escrow Agent, and this Agreement shall serve as the
instructions to the Escrow Agent (and, if the Escrow Agent is not the Title Company, to the Title
Company with respect to the period of time that Title Company holds the Deposit prior to completion of
Closing) as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and
Buyer agree to execute such reasonable additional and supplementary escrow instructions as may be
appropriate to enable the Escrow Agent and/or the Title Company to comply with the terms of this
Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement
and any supplementary escrow instructions, the terms of this Agreement shall control.
5.2 Time and Place. Closing shall take place on the Closing Date or such earlier date as may be
mutually acceptable to the parties with all deliveries to be made in escrow to the Title Company prior to
or on the Closing Date; provided, however, that pursuant to Sections 4.1 and 4.3, Seller, at Seller's
option, may extend the Closing Date for purposes of curing objections to the status of title that were
timely and properly raised by Buyer and that Seller intends to cure. Buyer acknowledges that Seller may
at Seller's option use closing proceeds to satisfy any mortgage or lien on the Property.
5.3 Seller's Deposit of Documents. At or before Closing, Seller shall prepare, and deposit or cause to
be deposited into escrow with the Title Company the following items (which shall be in the form(s)
attached as Exhibits, if such Exhibits are attached; and if not, in form sufficient to convey title to the
Property and for the Title Company to delete the requirements of the Title Commitment, in accordance
with the requirements of this Agreement):
(a) an executed Deed with respect to the Land, in the form of Exhibit C hereto (if attached),
together with any State, County and local transfer tax declarations and forms required to be executed by
Seller;
(b) an executed Affidavit in the form of Exhibit D hereto (if attached);
(c) an executed Buyer - Seller Closing Statement reflecting all financial aspects of the
transaction;
(d) as appropriate, all plans, specifications, permits, licenses and keys, if any, in Seller's
actual possession with respect to the Property (which shall be delivered at Seller's property manager's
office); and
(e) an executed Certificate of a senior officer of the sole member of Seller (or such sole
member's manager), certifying as to the authority of Seller, its sole member (and, as appropriate, its
manager), and as to the signatory of the Closing documents.
5.4 Buyer's Deposit of Documents. At or before Closing Buyer shall deposit or cause to be deposited
into escrow the following:
(a) cash to close in the amount required by Section 3.2.
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(b) any State, County and local transfer tax declarations and forms required to be executed
by Buyer.
(c) an executed Buyer - Seller Closing Statement.
(d) evidence reasonably satisfactory to Seller and the Title Company reflecting that all
documents executed by Buyer at Closing were duly authorized and executed.
(e) an executed Certificate of Buyer that all of Buyer's warranties and representations remain
true as of Closing.
(f) an executed Corporate Resolution, Partnership Certificate or Limited Liability Certificate
of Buyer authorizing Buyer to consummate the transaction contemplated hereby and to perform all of
Buyer's obligations hereunder (if Buyer assigns the Agreement to a corporation, limited partnership or
limited liability company).
(g) Certificate of Good Standing from the Secretary of State in which Buyer is organized (if
Buyer assigns the Agreement to a corporation, limited partnership or limited liability company) (if other
than the State, a certificate of the Secretary of the State authorizing Buyer to do business in the State will
also be required).
(h) an executed Incumbency Certificate as to the existing officers and directors, partners or
members of Buyer (if Buyer assigns the Agreement to a corporation, limited partnership or limited
liability company).
5.5 Other Documents. Buyer and Seller shall each deliver such other documents as are otherwise
required by this Agreement to consummate the purchase and sale of the Property in accordance with the
terms hereof. Unless the parties otherwise agree in writing, the Title Company is hereby designated as the
"Reporting Person" for the transaction pursuant to Section 6045(e) of the United States Code and the
regulations promulgated thereunder. If requested in writing by either party, the Title Company shall
confirm its status as the "Reporting Person" in writing, which such writing shall comply with the
requirements of Section 6045(e) of the United States Code and the regulations promulgated thereunder.
5.6 Possession. Possession of the Property, subject to the Leases (if any) and the Acceptable
Encumbrances, shall be surrendered to Buyer at the Closing.
ARTICLE VI
ENVIRONMENTAL MATTERS
6.1 Release. Without limiting the provisions of Section 2.6, Buyer acknowledges that Seller is not in
any manner responsible to Buyer for the presence of any Hazardous Materials at, on, in, under or relating
to the Property, if any. Buyer hereby specifically releases the Seller Group from any and all claims,
losses, liabilities, fines, charges, damages, injuries, penalties, response costs, and expenses of any and
every kind whatsoever (whether known or unknown) relating to the presence on or under, or the escape,
seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials on the Property, if
any, including without limitation, any residual contamination, in, on, under or about the Property or
affecting natural resources, whether prior to or following Closing, and also including, without limitation,
any liability due to asbestos -containing materials at the Property. Each covenant, agreement,
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representation, and warranty of Buyer contained in this Section 6.1 of this Agreement shall survive the
Closing or termination of this Agreement.
6.2 Indemnification. Without limiting the provisions of Section 2.4 and Section 2.6(c), Buyer hereby
indemnifies and agrees to defend, protect, save and hold Seller Group harmless from and against any and
all losses, liabilities, fines, charges, damages, injuries, penalties, response costs, expenses (including
attorneys' fees and costs at all levels) and claims of any and every kind whatsoever paid, incurred or
suffered by, or asserted against Seller, with respect to or as a direct or indirect result of the presence on or
under, or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Material
from, the Property; provided, however, that so long as Buyer has obtained and delivered a Phase I
Environmental Report to Seller at Closing (which shall be deemed to be an accurate representation as to
the environmental condition of the Property), such indemnification will be limited to any recognized
environmental condition set forth in such Phase I Environmental Report and to matters first occurring,
arising, existing or exacerbated after Closing and relating to the Buyer's ownership of or operations on
the Property. The foregoing indemnification includes (a) all foreseeable and unforeseeable consequential
damages to the maximum extent permitted by law; (b) the costs of any required or necessary repair,
remediation, or decontamination of the Property; and (c) any fines and penalties that may be imposed.
This agreement to defend, indemnify, protect, save and hold harmless shall survive the Closing of this
Agreement and shall be in addition to any other obligations or liability that Buyer may have to Seller
Group at common law or by statute or otherwise. This agreement to defend, indemnify, protect, save and
hold harmless shall not apply unless and until the Closing of the sale and purchase of the Property occurs.
6.3 Confidentiality of Hazardous Materials Reports. Unless and until the Closing actually occurs,
Buyer, its agents, consultants and employees shall keep confidential all Hazardous Materials Reports and
other information, received or completed by Buyer in Buyer's independent factual, physical and legal
examinations and inquiries of the Property, except that: (a) Buyer shall promptly after receipt provide
Seller with a list of all Hazardous Materials Reports and other information, received or completed by
Buyer and, upon (and only upon) Seller's request will promptly deliver copies thereof to Seller; and (b)
Buyer may disclose same to its consultants if Buyer first obtains the agreement in writing of such
consultants to keep such Hazardous Materials Reports and related documentation confidential. Unless and
until the Closing actually occurs, neither the contents nor the results of any test, report, analysis, opinion
or other information shall be disclosed by Buyer, its agents, consultants and employees without Seller's
prior written approval, except as provided above. Furthermore, notwithstanding anything to the contrary
contained in this Agreement, Buyer shall not disclose to Seller the contents or results of any Hazardous
Materials Reports, including but not limited to, as part of the return of Due Diligence Reports to Seller as
required herein, unless and until such time as Seller has requested copies of such Hazardous Materials
Reports in writing. The provisions of this Section 6.3 shall survive the termination of this Agreement.
ARTICLE VII
WARRANTIES AND REPRESENTATIONS
7.1 Buyer's Warranties and Representations. Buyer warrants and represents that: (a) Buyer has the
full right, power, and authority to purchase the Property from Seller as provided in this Agreement and to
carry out Buyer's obligations hereunder; (b) if Buyer assigns the Agreement to a corporation, limited
partnership or limited liability company, Buyer is duly organized and in good standing under the laws of
the state of its organization and is qualified to do business in the State; (c) all requisite action necessary to
authorize Buyer to enter into this Agreement and to carry out Buyer's obligations has been obtained; (d)
this Agreement has been duly authorized, executed and delivered by Buyer; and (e) the execution of this
Agreement and the Closing to occur hereunder do not and will not violate any contract, covenant or other
a]
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Agreement to which Buyer may be a party or by which Buyer may be bound. The provisions of this
Section shall survive the Closing.
7.2 Seller's Warranties and Representations. Seller warrants and represents that: (a) Seller has the full
right, power, and authority to sell the Property to Buyer as provided in this Agreement and to carry out
Seller's obligations hereunder; (b) Seller is a limited liability company duly organized and in good
standing under the laws of its state of formation; (c) all requisite action necessary to authorize Seller to
enter into this Agreement and to carry out Seller's obligations has been obtained; and (d) this Agreement
has been duly authorized, executed and delivered by Seller. The provisions of this Section shall survive
the Closing.
ARTICLE VIII
ASSIGNMENT
Buyer's reputation, experience, and financial status constitute a material inducement and a
substantial part of the consideration for sale of the Property by Seller to Buyer. Therefore, Buyer may not
assign this Agreement, nor may any of Buyer's rights hereunder be transferred in any manner to any
person or entity, without Seller's specific prior written consent, which consent may be withheld by Seller
for any reason whatsoever; except, however, that Buyer shall have the right to assign this Agreement,
without Seller's consent, to an entity owned and controlled by Buyer or those that directly hold the
ownership interests in Buyer; provided, however, any such assignment shall be binding on Seller only to
the extent Buyer provides Seller with written intent to so assign, specifically naming the assignee and
providing the signature block for the assignee, no later than ten (10) Business Days prior to Closing. If
Buyer assigns this Agreement pursuant to the terms hereof. (a) the assignee shall be liable (jointly and
severally with assignor) for all of Buyer's obligations hereunder; (b) the assignor (i.e., the original Buyer
hereunder) shall remain obligated (but jointly and severally with assignee) with respect to all of Buyer's
obligations hereunder; and (c) the assignor and any assignee shall execute such instruments of assignment
and assumption in such form as Seller may require in confirmation of the provisions hereof.
ARTICLE IX
BROKERAGE
Each of Buyer and Seller represents and warrants to the other that it has not contacted or entered
into any agreement with any real estate broker, agent, finder, or any other party in connection with this
transaction other than Disclosed Buyer Broker and/or Disclosed Seller Broker (but only if identified in
Section 1.1 above), and that it has not taken any action which would result in any real estate broker's,
finder's, or other fees or commissions being due or payable to any other party with respect to this
transaction. Each party hereby indemnifies, protects, defends and agrees to hold the other party harmless
from any loss, liability, damage, cost, or expense (including, but not limited to, reasonable attorneys'
fees) resulting to the other party from a breach of the representation and warranty made by such party
herein. If, as and when Closing actually occurs and the Purchase Price is received by Seller, Seller agrees
to pay the Disclosed Seller Broker (if any) a commission in accordance with a separate written agreement
by and between Seller and the Disclosed Seller Broker and Disclosed Seller Broker shall be responsible
for paying any commission due Disclosed Buyer Broker (provided, however, that any commission due
Disclosed Buyer Broker may be provided for on the Closing statement and paid out of Closing proceeds).
The provisions of this Article shall survive the Closing and termination of this Agreement.
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ARTICLE X
DEFAULT
10.1 Buyer's Default. If Buyer shall fail to close the transaction contemplated hereby as and when
required or if Buyer shall otherwise be in default of its obligations hereunder, prior to Closing, the
Deposit shall be paid over to Seller as agreed and liquidated damages for Buyer's failure to close, it being
acknowledged by Buyer and Seller that in such event Seller will suffer substantial damages but such
damages are incapable of exact ascertainment and that payment of the Deposit shall not be deemed a
penalty. After payment to Seller of the Deposit, neither Seller nor Buyer shall have any further rights or
obligations hereunder, except that Buyer shall remain obligated pursuant to the provisions hereof which
survive termination (including, without limitation, for any damages caused by any breach by Buyer
separate and distinct from the breach of failure to close). If subsequent to Closing Buyer shall fail to
comply with its obligations contained herein which survive Closing, Seller, in addition to any rights and
remedies provided herein, shall be entitled to any and all remedies available at law or in equity.
10.2 Seller's Default. If this transaction shall not be closed because of default of Seller, the Deposit
shall, at Buyer's election, be refunded to Buyer on demand, and, after repayment of the Deposit to Buyer,
this Agreement shall be terminated and neither Seller nor Buyer shall have any further rights or
obligations hereunder except that Buyer shall remain obligated pursuant to the provisions hereof which
survive termination; or Buyer shall have the right to sue for specific performance of this Agreement,
provided that such specific performance remedy shall be available to Buyer only upon Buyer's full
satisfaction of each of Buyer's obligations under this Agreement, including without limitation Buyer's
obligation to deliver the Deposit to the Title Company and delivering sufficient proof to the Title
Company and Seller that Buyer is ready, willing and able to close this transaction. The option selected by
Buyer shall be Buyer's sole and exclusive remedy, and in no event shall Buyer be entitled to damages.
Buyer agrees to indemnify, defend, protect, save and hold harmless Seller and each of Seller's directors,
officers, employees, agents, affiliates, members, stockholders and other principals and representatives
from and against any and all losses, claims, liabilities, damages, injuries, penalties and other costs and
expenses of any and every kind whatsoever (collectively the "Losses") paid, incurred or suffered by or
asserted against Seller as a result of or arising out of Buyer wrongfully seeking, commencing and/or
prosecuting a specific performance action against Seller or in any way wrongfully filing a lis pendens or
similar action against the Property, which Losses shall include without limitation any amounts which
would otherwise have been realized by Seller had Seller been able to sell, transfer or convey the Property
to any other buyer free of any such specific performance, lis pendens or other similar action.
10.3 No Obligation of Seller after Closing. Buyer expressly acknowledges and agrees that Seller has
no obligations with respect to the Property that survive the Closing, except as specifically set forth herein.
The provisions of this Section shall survive the Closing.
ARTICLE XI
NO JOINT VENTURE
Buyer acknowledges and agrees that neither Seller nor any other member of the Seller Group is a
venturer, co -venturer, insurer, guarantor or partner of Buyer in Buyer's development of, construction
upon and resale of the Property, and that Seller and Seller Group bear and shall bear no liability
whatsoever resulting from or arising out of Buyer's ownership and development of, and construction
upon, the Property. The provisions of this Article shall survive the Closing.
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ARTICLE XII
MISCELLANEOUS
12.1 Confidentiality Agreement. All terms and conditions of the Confidentiality Agreement, if any,
shall remain in full force and effect according to its terms during the pendency of this Agreement and
such terms thereof as are intended to survive acquisition of the Property by Buyer shall continue to
survive. The provisions of this Section shall survive the Closing or any expiration or termination of this
Agreement.
12.2 Risk of Loss. Seller agrees to give Buyer prompt notice of any fire or other casualty affecting the
Property after the Effective Date or of any actual or threatened (to the extent that Seller has current actual
knowledge thereof) taking or condemnation of all or any portion of the Property after the Effective Date.
(a) If after the Effective Date and prior to Closing, there shall occur damage to the Property
caused by fire or other casualty which would reasonably be expected to cost an amount equal to or greater
than ten percent (10%) of the Purchase Price to repair, or the taking or condemnation of all or any portion
of the Property which would materially interfere with the present use of such Property, then, in such
event, Buyer shall have the right to terminate this Agreement by giving written notice to Seller in the
form of the Termination Notice and Agreement, together with copies or originals of all Due Diligence
Reports, within ten (10) days after Buyer has received notice from Seller or otherwise learns of that event.
(i) Upon such termination and delivery of copies or originals of all Due Diligence
Reports, the Deposit shall be delivered to Buyer and neither party shall have any further rights or
obligations hereunder; provided, however, that Buyer shall remain obligated with respect to the
indemnities and obligations herein which specifically survive termination.
(ii) If Buyer does not timely terminate this Agreement, then the Closing shall take
place as provided herein and, at Closing, Seller shall assign to Buyer all interest of Seller in and to the
insurance proceeds or condemnation awards payable to Seller on account of that event, less any expenses
reasonably incurred by Seller before and/or after the Closing in processing and resolving the claim with
the insurance company, including but not limited to reasonable attorneys' fees and costs (collectively, the
"Net Proceeds"). At Closing, Seller shall receive a credit in the amount of any sums reasonably incurred
by Seller before the Closing to repair any damage caused by such event. Notwithstanding the foregoing,
in the event that the amount of Net Proceeds exceeds the Purchase Price, Buyer shall only be entitled to a
share of the Net Proceeds (the "Buyer's Proceeds") equal to the Purchase Price and Seller shall receive
the balance of the Net Proceeds which exceed the Purchase Price (the "Excess Proceeds"); i.e., the term
"Buyer's Proceeds" shall mean the lesser of the Net Proceeds and the Purchase Price.
(b) If after the Effective Date and prior to Closing there shall occur damage to the Property
caused by fire or other casualty which would reasonably be expected to cost less than ten percent (10%)
of the Purchase Price to repair, or the taking or condemnation of a portion of the Property which would
not materially interfere with the present use of the Property, then, Buyer may not terminate this
Agreement and there shall be assigned to Buyer at the Closing all interest of Seller in and to the Buyer's
Proceeds. At Closing, Seller shall receive a credit in the amount of any sums reasonably incurred by
Seller before the Closing to repair any damage caused by such event.
(c) If after the Effective Date and prior to Closing, there shall occur damage to the Property
caused by fire or other casualty which would reasonably be expected to cost an amount equal to or greater
than fifty percent (50%) of the Purchase Price to repair, then, in such event, Seller shall have the right to
terminate this Agreement by written notice thereof delivered to Buyer within ten (10) days after that
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event, together with an executed Termination Notice and Agreement and the Due Diligence Reports. In
such event, the Deposit shall be delivered to Buyer and neither party shall have any further rights or
obligations hereunder; provided, however, that Buyer shall remain obligated with respect to the
indemnities and obligations herein which specifically survive termination. If Seller does not timely
terminate this Agreement, then (provided that Buyer has not terminated this Agreement as provided for in
this Section), the Closing shall take place as provided herein and there shall be assigned to Buyer at the
Closing all interest of Seller in and to the Buyer's Proceeds. At Closing, Seller shall receive a credit in the
amount of any sums reasonably incurred by Seller before the Closing to repair any damage caused by
such event.
(d) Regardless of whether any of the Net Proceeds in connection with a casualty to the
Property are assigned to Buyer at Closing in accordance with this Section 12.2, Seller shall retain the
exclusive right to process and handle the claim with Seller's insurance company. Seller and Buyer agree
to use good faith efforts to cooperate with each other in resolving any insurance claim, including as to the
amount of the Net Proceeds, including, without limitation, promptly providing any and all materials
requested by the insurance company and promptly responding to any and all inquiries from the insurance
company. Seller shall not have the right to agree to the amount of Net Proceeds with the insurance
company without the prior written consent of Buyer (which shall not be unreasonably withheld), unless
the Net Proceeds are reasonably expected to equal or exceed the Purchase Price (in which case Seller
shall have the right to negotiate and agree with the insurance company by itself, in its sole discretion).
Upon payment by the insurance company on or after Closing, the Buyer's Proceeds shall be disbursed to
Buyer and the Excess Proceeds, if any, shall be disbursed to Seller. Seller makes no representation or
warranty with respect to the amount of the Net Proceeds that will be available from the insurance
company in connection with any such casualty, including, without limitation, whether Buyer will be
entitled to the actual cash value or the replacement cost of the Property. The provisions of this paragraph
shall survive the Closing.
12.3 Construction. The terms "Seller" and "Buyer" whenever used in this Agreement shall include the
heirs, personal representatives, successors and assigns of the respective parties hereto; provided, however,
that Buyer's right of assignment is restricted by the provisions hereof. Whenever used, the singular
number shall include the plural and the plural the singular, and the use of any gender shall include all
genders. The term "including" as used herein shall in all instances mean "including, but not limited to".
The headings in this Agreement are intended solely for convenience of reference and shall be given no
effect in the interpretation of this Agreement. This Agreement and any related instruments shall not be
construed more strictly against one party than against the other by virtue of the fact that initial drafts may
have been prepared by counsel for one of the parties, it being recognized that this Agreement and any
related instruments are the product of extensive negotiations between the parties hereto.
12.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which will constitute the same Agreement. Any signature page of this
Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of
any signatures thereon and may be attached to another counterpart of this Agreement identical in form
hereto, but having attached to it one or more additional signature pages. Electronically transmitted
signatures on this Agreement, any amendment thereto, and on any notice given pursuant to it shall be
effective as originals.
12.5 Severability and Waiver. Invalidation of any one Section or provision of this Agreement by
judgment or court order shall in no way affect any other Section or provision. Failure of any party to this
Agreement to insist on the full performance of any of its provisions by the other party (or parties) shall
not constitute a waiver of such performance unless the party failing to insist on full performance of the
provision declares in writing signed by it that it is waiving such performance. A waiver of any breach
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under this Agreement by any party, unless otherwise expressly declared in writing, shall not be a
continuing waiver or waiver of any subsequent breach of the same or other provision of this Agreement.
The provisions of this Section shall survive the Closing.
12.6 Governing Law. The laws of the State (without regard to conflicts of law) shall govern the
validity, construction, enforcement and interpretation of this Agreement.
12.7 Further Acts. In addition to the acts and deeds recited in this Agreement and contemplated to be
performed, executed, and/or delivered under this Agreement, Seller and Buyer agree to perform, execute
and/or deliver or cause to be delivered, executed and/or delivered at Closing or after Closing all further
acts, deeds, and assurances reasonably necessary to consummate the transactions contemplated hereby.
12.8 Notices. All notices, demands, requests, and other communications required or permitted
hereunder shall be in writing. All such notices, demands, requests and other communications (and copies
thereof) shall be deemed to be delivered: (a) if sent by messenger, upon personal delivery to the party to
whom the notice is directed; (b) if sent by facsimile or other electronic transmission, upon delivery (but
only so long as a copy of the notice is also sent by another method provided for in this Section 12.8); (c)
if sent by overnight courier, with request for next Business Day delivery, on the next Business Day after
sending; or (d) whether actually received or not, two (2) Business Days after deposit in a regularly
maintained receptacle for the United States mail, registered or certified, return receipt requested, postage
prepaid, addressed as follows (or to such other address as the parties may specify by notice given
pursuant to this Section):
TO SELLER: c/o Rialto Capital Management, LLC
6 Concourse Parkway, Suite 1600
Atlanta, Georgia 30328
Attention: Rhodes Adair
Telephone No. 770-580-6574
Facsimile No. 770-580-6525
Email Address: [e-mail]
WITH A COPY TO: Hartman Simons & Wood LLP
6400 Powers Ferry Road, NW, Suite 400
Atlanta, Georgia 30339
Attention: Gil Y. Burstiner, Esq.
Telephone: No. 770-226-1339
Facsimile No. 770-303-1115
Email address: [e-mail]
TO BUYER: At the address set forth on the
first page of this Agreement
Telephone No. ct 1 rl - Y'i 1 i3 -- 16 q Le
Facsimile No.
Email Address: .,4
WITH ACOPY TO: T3 n,
Attn: Gti�trl�s r3: b� , Esq.
q1(D-- Z'Iv- 8:30
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Telephone No. X140 210 - e 6 acv
Facsimile No. G - Z -7D _ 6 i✓
Email Address: f11v.r ��5 a� �jc„\c •� b,hby Lnv"�
TO TITLE COMPANY: At the address set forth on the
first page of this Agreement
12.9 Entire Agreement and Amendment. This Agreement contains the entire understanding between
Buyer and Seller with respect to the subject matter hereof. Neither this Agreement nor any provision
hereof may be modified, amended, changed, waived, discharged or terminated orally. Any such action
may occur only by an instrument in writing signed by the party against whom enforcement of the
modification, change, waiver, discharge or termination is sought.
12.10 Recording. This Agreement shall not be recorded and Buyer agrees that recording same
constitutes a default by Buyer.
12.11 Exhibits and Schedules. The Exhibits and Schedules that are referenced in and/or attached to this
Agreement are incorporated in, and made a part of, this Agreement for all purposes.
12.12 Time of the Essence. Seller and Buyer expressly agree that tune is of the essence with respect to
this Agreement. If the final day of any period or any date of performance under this Agreement falls on a
date which is not a Business Day, then the final day of the period or the date of performance, as
applicable, shall be extended to the next day which is a Business Day.
12.13 No Third Party Beneficiary. This Agreement is solely between Seller and Buyer and no other
parry shall be entitled to rely upon any provision hereof for any purpose whatsoever.
12.14 Back -Up Contract(s). Buyer understands that Seller may negotiate with other parties and may
enter into back-up contracts for the sale of the Property. The back-up contracts will be subject and
subordinate to this Agreement so long as this Agreement is in full force and effect and Buyer is not in
default hereunder.
12.15 Requisite Senior Management Approval. Prior to execution and delivery of this Agreement by
Seller, this Agreement is subject to approval by Seller's senior management. Neither the submission of
any proposal or this Agreement for examination to Buyer, nor any correspondence or course of dealing
between Buyer and Seller shall constitute a reservation of or option for the Property or in any manner
bind Seller. No contract or obligation on the part of Seller shall arise until this Agreement is approved by
Seller's senior management and fully executed and unconditionally delivered by Seller. If, however,
Seller executes and returns this Agreement to Buyer, the requirement for Senior Management Approval
shall be deemed satisfied.
12.16 Limitation on Liability. Buyer expressly agrees that the obligations and liabilities of Seller under
this Agreement and any document referenced herein shall not constitute personal obligations of the
officers, directors, employees, agents, trustees, partners, members, representatives, stockholders or other
principals and representatives of Seller. Notwithstanding anything to the contrary, Seller's liability, if
any, arising in connection with this Agreement or with the Property shall be limited to Seller's interest in
the Property for the recovery of any judgment against Seller, and Seller shall not be personally liable for
any such judgment or deficiency after execution thereon. The limitations of liability contained in this
paragraph shall apply equally and inure to the benefit of Seller's present and future officers, directors,
trustees, shareholders, agents and employees, and their respective heirs, successors and assigns.
17
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000
M

12.17 Mold Disclosure. Mold and/or other microscopic organisms can be found almost anywhere. They
occur naturally in the environment and can grow on virtually any organic substance as long as moisture
and oxygen are present. Mold and/or other microscopic organisms may cause property damage and/or
health problems. Buyer acknowledges and agrees that Seller shall not be responsible for any damages,
liabilities, claims or losses arising out of or relating to mold and/or other microscopic organisms at the
Property including but not limited to property damages, personal injury, adverse health effects, loss of
income, emotional distress, death, loss of use or loss of value and Buyer hereby releases Seller from the
same. Buyer hereby acknowledges that it has read and understood this disclosure and release and agrees
to the provisions contained herein. The provisions of this Section shall survive the Closing or termination
of this Agreement.
12.18 Prohibited Persons. Neither Buyer nor any of its respective officers, directors, shareholders,
partners, members or affiliates (including without limitation indirect holders of equity interests in Buyer)
is or will be an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions
of Executive Order 13224 issued on September 24, 2001 ("EO13224"), (ii) whose name appears on the
United States Treasury Department's Office of Foreign Assets Control ("OFAC") most current list of
"Specifically Designated National and Blocked Persons" (which list may be published from time to
time in various mediums including, but not limited to, the OFAC website,
http://www.treas.gov/offices/enforcement/ofac/sdn/tl Isdn.pdf), (iii) who commits, threatens to commit or
supports "terrorism," as that term is defined in E013224, (iv) is subject to sanctions of the United States
government or is in violation of any federal, state, municipal or local laws, statutes, codes, ordinances,
orders, decrees, rules or regulations relating to terrorism or money laundering, including, without
limitation, E013224 and the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, or (v) who is otherwise affiliated with any
entity or person listed above (any and all parties described in clauses (i) — (v) above are herein referred to
as a "Prohibited Person"). Buyer covenants and agrees that neither Buyer nor any of its respective
officers, directors, shareholders, partners, members or affiliates (including without limitation indirect
holders of equity interests in Buyer) shall (aa) conduct any business, nor engage in any transaction or
dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any
contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (bb) engage in or
conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or
attempts to violate, any of the prohibitions set forth in E013224. The provisions of this Section shall
survive the Closing or termination of this Agreement.
ARTICLE XIII
ESCROW TERMS
The Escrow Agent shall hold the Deposit in escrow on the following terms and conditions:
(a) The Escrow Agent shall deliver the Deposit to Seller or Buyer, as the case may be, in
accordance with the provisions of this Agreement.
(b) Any notice to or demand upon the Escrow Agent shall be in writing and shall be
sufficient only if received by the Escrow Agent within the applicable time periods set forth herein, if any.
Notices to or demands upon the Escrow Agent shall be sent by United States mail, registered or certified,
return receipt requested, postage prepaid, or overnight courier service, for next day delivery, to the
address set forth in Section 1.1 of this Agreement, or served personally upon the Escrow Agent with
receipt acknowledged in writing by the Escrow Agent. Notices from the Escrow Agent to Seller or Buyer
shall be delivered to them in accordance with Section 12.8 of this Agreement.
18
HS&W Contract— Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

(c) If the Escrow Agent shall have received notice signed by either party advising that
litigation between the parties over entitlement to the Deposit has been commenced (along with evidence
of the commencement of such litigation, and information sufficient for the Escrow Agent to identify and
describe the litigation), the Escrow Agent shall, on demand of either party, interplead the Deposit with the
clerk of the court in which such litigation is pending. If at any time the Escrow Agent is uncertain of its
duties hereunder or if the Escrow Agent for any other reason is no longer willing to serve as escrow
agent, the Escrow Agent may, on notice to the parties, take such affirmative steps as it may, at its option,
elect in order to terminate its duties as the Escrow Agent, including, but not limited to, the deposit of the
Deposit with a court of competent jurisdiction and the commencement of an action for interpleader, the
reasonable costs of which shall be borne by whichever of the parties is the losing party. Upon the taking
by the Escrow Agent of such action described, the Escrow Agent shall be released of and from all liability
hereunder as escrow agent.
(d) The Escrow Agent shall not incur any liability in acting upon any signature, notice,
demand, request, waiver, consent, receipt or other paper or document believed by the Escrow Agent to be
genuine. The Escrow Agent may assume that any person purporting to give it any notice on behalf of any
party in accordance with the provisions hereof has been duly authorized to do so, or is otherwise acting or
failing to act under this Section except in the case of the Escrow Agent's gross negligence or willful
misconduct. Escrow Agent shall not be liable for any acts taken in good faith but only for its intentional
misconduct or gross negligence.
(e) The terms and provisions of this Article shall create no right in any person, firm or
corporation other than the parties and their respective successors and permitted assigns and no third party
shall have the right to enforce or benefit from the terms hereof.
The Escrow Agent has executed this Agreement for the sole purpose of agreeing to act as such in
accordance with the terms of this Agreement.
ARTICLE XIV
LITIGATION
14.1 Attorneys' Fees; Jurisdiction; Venue. In the event of any litigation arising out of or under this
Agreement and/or out of Buyer's ownership, development or construction upon the Property, the
prevailing party shall be entitled to collect from the non -prevailing party reasonable attorneys' fees and
costs, including at all appellate levels and in any bankruptcy proceeding. Buyer and Seller hereby submit
to the jurisdiction of the Civil Courts of the State and the United States District Courts located in the State
in respect of any suit or other proceeding brought in connection with or arising out of this Agreement and
venue shall be in the County. The provisions of this Section shall survive the Closing.
14.2 WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH
OR RELATED HERETO, OR ANY COURSE OR CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS
TRANSACTION.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
19
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of the Effective
Date.
Signed, sealed and delivered in the SELLER
presence o£
Signature:_
Print Name:
Signature:
Print Name:
RREF II DEU-NC, LLC,
a Delaware limited liability company
By: RREF II DEU ACQUISITIONS, LLC,
a Delaware limited liability company,
its sole member
By: Rialto Capital Advisors, LLC,
a Delaware limited liability company,
its Attorney -in -Fact
By: (SEAL)
Name:
Title: Authorized Signatory
By: (SEAL)
Name:
Title: Authorized Signatory
[Signatures continue on following page]
20
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

&Z Signature:
Print Name: ;u
Signature:_
Print Name:
BUYER
MOHAMAD AF FY
21
HS&W Contract— Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000
�.d

EXECUTION BY ESCROW AGENT
The Escrow Agent executes this Agreement for the purposes of acknowledging its Agreement to
serve as escrow agent in accordance with the terms of this Agreement and to acknowledge receipt of the
Deposit (if in the form of a check, subject to clearance) (provided, however, that nothing hereon shall be
deemed to permit Buyer to make the deposit in the form of a check, if such is not provided for above)
from Buyer as the Deposit due thereunder.
Date: ^, 2018
By:_
Name:
Title:
22
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000
�G�

EXHIBIT A
LEGAL DESCRIPTION
I -AA 45, Heim of,).E? 134ts Subdivisi{tn, Topsai3 `rown$b: , pen
tfcr Cctttrtty, North
Cato Ma
C�amra3cncing �t a puittt ulatro lite cxntcriinc of i4t.C. �Tightirsy 54 €1 t7Q fit right �sf w�yi ir�tcrsccts
the cmlerlinC of NCSR J.539- (t�mtrtor,iy known as t_i'tt}c Kinston Road- 6fi fart right Of way).; and
running Lber -- 31'emg The cemertino a#` N.C, lfighway 50 in a general Nolthwesierly dirtaian
appraximstely 679.64 #ext to a P. K, nail} tf)enct leaving rite mid ccme:Hira cif N -C. Highway 50 and
tunrtittg 80)"h 6th dcgr= fT1} rnitMO, 00 =mals 'Wrest SO.Do feet to'an ""-ring iron pipe located
81005 the Southwm. cm right of way of N.C. Nigaway 50, said P.K. nail also Freirtg ?%{E -fi1E
POINT OF BEGINEt);•EG; tht:Zcc frarn the
ridmribcd beginning and leaving fire said Southwcst,ern
ght of wav Of N.C. Highway $Q and rtrrmisg Soutb 54 tkgrm 56 rainutes 06 s-,-ond51*Vcst 1059.74
ftc( to On existing iron stake; thence No,*th 3d degrtc$ 04 minutex 2$ s conds Wes, 209.26 feet w an
cxisting iron htt`•c 1"awd clang theteriittt aiFs 6 fact tiitCh: thtncceiorg the cenEexlinc oI the said
F font ditch Nrtrth 59 degrees 53 inutes sec .da East 1060.01rm_t to an rxi5ting irrxt pipe
t0catod along the said South�cstcm right of way of N.C. Highway 511; thence Mong the aid
Southwestern right ofway of NI -C. T tRgitway 550 SaYxh 30 degrms 00 minutes TO stcancis East 20A
`ccl to the point and plaet of -beginning and being d ibtd as Lot 45 of the "ifeits of 1r.H, Batts
Su d" m rtt:orcied in Mop Book 9 d D
.PaS6 53 aneeaf B00k 820 Page 73 of the tinder Cmnty
kegistry. The coursts contained hercia arc caxtcctin aigularstrlationship and is mf'e nczd to Nort4
L6 per h'4115 1360k 4 mage 53 of the Perntler County R.egisuy,
BehnE th,,. sabre promm acquired by Granutr pursuant, to that certain SubstflLlte '1'ntstee's Teed
recorded .ittly 2,22 013 in Book 4283, PIJITC L 1, records of Pender COMM 'Ortsi Carolina.
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

EXHIBIT B
TERMINATION NOTICE AND AGREEMENT
("Buyer") hereby executes this Termination Notice and Agreement (this
"Notice of Termination") as of this _ day of , 201_ (the "Termination Effective
Date").
RECITALS
A. Buyer and , a ("Seller")
entered into a certain Agreement for Sale and Purchase of Property dated , 201_ (the
"Contract") pursuant to which Seller agreed to sell and Buyer agreed to purchase the Property (as such
term is defined in the Contract).
B. Pursuant to this Notice of Termination, Buyer desires to terminate the Contract in
accordance with the terms thereof.
NOW, THEREFORE, pursuant to this Notice of Termination and in accordance with the terms of
the Contract, Buyer hereby notifies Seller and agrees as follows:
1. As of the Termination Effective Date, the Contract is terminated and of no further force
and effect. Neither Buyer nor Seller shall have any further rights or obligations thereunder; provided,
however, and notwithstanding the foregoing, Buyer acknowledges and agrees that Buyer shall remain
obligated with respect to any and all obligations that by the express terms of the Contract are intended to
survive termination of the Contract.
2. Buyer warrants and represents that it has previously or simultaneously herewith delivered
to Seller all Due Diligence Reports (as such term is defined in the Contract).
3. Buyer hereby acknowledges and agrees that it has no right, title, claim or interest in and
to the Property.
4. Buyer warrants and represents that to the extent Buyer undertook any physical testing of
the Property which modified the physical condition of the Property, Buyer has fully restored the Property
to its original condition.
5. By Buyer's execution of this Notice of Termination and fulfillment of the statements in
Paragraph 2 and Paragraph 4 hereof, it shall be deemed that Seller and Buyer hereby direct
, in its capacity as Escrow Agent, to immediately return
the Deposit (as such terms are defined in the Contract) to Buyer.
2
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

IN WITNESS WHEREOF, Buyer has caused this Notice of Termination to be executed as of the
Termination Effective Date.
Signed, sealed and delivered in the
presence of:
Signature:
Print Name:
By: _
Signature: Name:
Print Name: Title:
STATE OF
) SS.
COUNTY OF )
a
The foregoing instrument was acknowledged before me this day of , 201_
by , as of I a
, on behalf of the . He _ is personally known to me or
_ has produced a driver's license as identification.
Serial No. (if any):_
3
Notary Public
Print Name:
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

EXHIBIT C
NORTH CAROLINA SPECIAL WARRANTY DEED
Excise Tax: $
Parcel Identifier No. Verified by County on the day
of , 2018.
By:
MaiUBox to:
This instrument was prepared by:
Brief description for the Index:
THIS DEED made this day of 2018, by and between
GRANTOR GRANTEE
RREF II DEU-NC, LLC, a
limited liability company
6 Concourse Parkway, Suite 1600
Atlanta, Georgia 30328
The designation Grantor and Grantee as used herein shall include said parties, their heirs,
successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as
required by context.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of
which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey
unto the Grantee in fee simple, all that certain lot or parcel of land situated in the Pender County,
North Carolina and more particularly described as follows:
SEE EXHIBIT "A" ATTACHED HERETO
AND INCORPORATED HEREIN BY REFERENCE.
The property hereinabove described was acquired by Grantor by instrument recorded in Book
page , Pender County, North Carolina Registry.
All or a portion of the property herein conveyed _ includes or _x does not include the
primary residence of a Grantor.
3349771-3 11887.5000000
4��

TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and
appurtenances thereto belonging to the Grantee in fee simple.
And the Grantor covenants with the Grantee, that Grantor has done nothing to impair such title
as Grantor received, and Grantor will warrant and defend the title against the lawful claims of all
persons claiming by, under or through Grantor, other than the following exceptions:
Being all of those Exceptions listed in the attached Exhibit `B".
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-2-
3349771-3 11887.5000000

IN WITNESS WHEREOF, the Grantor has duly executed the foregoing as of the day and
year first above written.
RREF II DEU-NC, LLC, a Delaware limited
liability company
By: RREF II DEU ACQUISITIONS, LLC, a
Delaware limited liability company, Its Sole
Member
By: RIALTO CAPITAL ADVISORS, LLC, a
Delaware limited liability company, as its
attorney in fact
By:
Name:
Title:
By:
Name:
Title:
STATE OF GEORGIA
FULTON COUNTY.
Authorized Signatory
Authorized Signatory
(Seal)
(Seal)
I, a Notary Public of the County and State aforesaid, certify that
and , Authorized Signatories of
RIALTO CAPITAL ADVISORS, LLC, personally came before me this day of
, 2017, and acknowledged that they are the Authorized Signatories of RIALTO
CAPITAL ADVISORS, LLC, the attorney in fact for , pursuant
to the Limited Power of Attorney recorded in Book Page County
Registry, the Sole Member of RREF II DEU-NC, LLC, and that they are Authorized Signatories,
being authorized to do so, executed the foregoing on behalf of the limited liability company.
SEAL -STAMP
Witness my hand and official stamp or seal, this _ day of
, 2018.
Notary Public
3349771-3 11887.5000000
-3-

My Commission expires:
EXHIBIT "A"
LEGAL DESCRIPTION
-4-
3349771-3 11887.5000000

EXHIBIT "B"
EXCEPTIONS
(a) Real property taxes and assessments for the year 2018 and thereafter;
(b) Zoning and other regulatory laws and ordinances affecting the Property;
(c) Matters that would be disclosed by an accurate survey;
(d) Rights of tenants in possession, if any;
(e) Any plat affecting the Property; and
(f) Easements, rights of way, limitations, conditions, covenants, restrictions, and
other matters of record to which Grantor's title is subject.
-5-
3349771-3 11887.5000000

EXHIBIT D
AFFIDAVIT
STATE OF GEORGIA
SS:
COUNTY OF FULTON
BEFORE ME, the undersigned authority, personally appeared ("Affiant") as
of a limited liability company, as manager of
a limited liability company, the sole member of
LLC, a limited liability company ("Seller"), who being by me first
duly sworn, deposes and says:
1. Seller is this day conveying its rights, title and interest in and to the real property more
particularly described on the attached Exhibit A hereto (the "Property") to , a
("Buyer").
2. There have been no improvements, alterations or repairs to the Property authorized by
Seller for which the costs thereof remain unpaid; there are no construction, materiahnen's or laborers'
liens against the Property arising through work performed by or for Seller.
3. Pursuant to Section 1445 of the Internal Revenue Code, a transferee (buyer) of a U.S.
Real property interest must withhold tax if the transferor (seller) is a foreign person. This Affidavit is
given to inform Buyer that withholding of tax is not required upon Seller's disposition of a U.S. real
property interest. Seller is not a nonresident alien for purposes of U.S. income taxation purposes.
Seller's U.S. taxpayer identifying number is
Seller understands that this certification may be disclosed to the Internal Revenue Service by Buyer and
that any false statement made here could be punished by fine, imprisonment or both.
4. There are no parties in possession of the Property other than the tenants set forth on the
list of tenants attached as Exhibit B hereto.
5. There are no matters pending by or against Seller that could give rise to a lien that could
attach to the Property between 201_ at _.m., the date of the last certification (the
"Last Certification Date") of Title Insurance Company (the "Title Company") Title
Insurance Commitment No. (the "Commitment") and the date of the recording of
the deed (the "Deed") from Seller to Buyer. Seller has not executed, and will not execute, any instrument
that would adversely affect the title to the Property except as contained in the Commitment. Seller will
indemnify and hold Buyer and the Title Company harmless from all liens or title defects created by or
against Seller subsequent to the Last Certification Date and prior to recordation of the Deed (provided,
however, that Buyer promptly instructs the Title Company to record the Deed and the Title Company
promptly records the Deed).
6. Under penalties of perjury Affiant declares that he has examined this certification and to
the best of his knowledge and belief it is true and complete.
FURTHER AFFIANT SAYETH NOT.
3349771-3 11887.5000000

LLC, a limited liability
company
By: , a limited
liability company, its sole member
By: , a
limited liability company, its manager
By:_
Name:
Title:
STATE OF GEORGIA )
) SS.
COUNTY OF FULTON )
(SEAL)
SWORN TO AND SUBSCRIBED before me this day of , 201_, by
, as of , a limited liability company,
as manager of a limited liability company, the sole member of
LLC, a limited liability company, on behalf of the company. He
is personally known to me or _ has produced a driver's license as identification.
-2-
3349771-3 11887.5000000
Notary Public
Print Name:
Serial No. (if any):

SCIUDUT.F. 1
ADDITIONAL DEFINITIONS
(a) "Agreement" shall mean this Agreement for Sale and Purchase of Property executed by
both Seller and Buyer.
(b) "Business Day" shall mean any day on which business is conducted by national banking
institutions in Atlanta, Georgia.
(c) "Closing" shall mean the execution and delivery of the Deed, the Bill of Sale and the
other instruments to be executed by Seller conveying the Property to Buyer and the payment by Buyer to
Seller of the Purchase Price.
(d) "Confidentiality Agreement" shall mean that certain Confidentiality Agreement, if any,
concerning the Property executed by Buyer and delivered to Seller.
(e) "County" shall mean the County located in the State in which the Property is located.
(f) "Deed" shall mean the special warranty deed conveying fee title to the Real Property to
Buyer, duly executed by Seller and acknowledged and in proper form for recordation.
(g) "Due Diligence Reports" shall mean all reports, documents, studies, analyses, and other
written information delivered by Seller to Buyer or obtained by Buyer with respect to the Property,
including results of physical inspections, engineering studies, engineering drawings and specifications,
surveys, Hazardous Materials Reports, soil tests, site plans, feasibility studies, market studies,
architectural plans, specifications and drawings, title reports, permits, approvals and authorizations
(whether obtained from governmental authorities or third parties); and all other work product generated
by or for Buyer in connection with the Property.
(h) "Effective Date" shall mean the date set forth on the cover page of this Agreement.
(i) "General Intangibles" shall mean all of Seller's right, title and interest, if any, in and to
any and all warranties, guaranties, telephone exchange numbers, architectural or engineering plans and
specifications, and development rights that relate to the Real Property or the Personal Property.
0) "Hazardous Materials" shall mean any toxic, radioactive, caustic or otherwise
hazardous substance, including petroleum, its derivatives, by-products and other hydrocarbons, or any
substance having any constituent elements displaying any of the foregoing characteristics. The term
"Hazardous Materials" includes, without limitation, any substance regulated under any and all federal,
state and local statutes, laws (including case law), regulations, ordinances, rules, judgments, orders,
decrees, codes, plans, injunctions, permits, concessions, grants, franchises, licenses, agreements and other
governmental restrictions, whether now or hereafter in effect, relating to human health, the environment
or to emissions, discharges or releases of pollutants, contaminants, toxic substances, hazardous substances
or wastes into the environment including, without limitation, ambient air, surface water, ground water, or
land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, hazardous materials or wastes or the clean-up or other
remediation thereof.
3349771-3 11887.5000000

(k) "Hazardous Materials Reports" shall mean any and all studies, reports, analyses,
information, or other written records regarding the presence or absence of Hazardous Materials at, on, in,
under or relating to the Real Property.
(1) "Intangible Property" shall mean, to the extent the same is transferable by Seller,
Seller's interest in the Leases, the Service Contracts, the Permits, the General Intangibles and any and all
rights to the name of the improvements upon the Real Property.
(m) "Land" shall mean that certain parcel of real property located in the County and State, as
more particularly described on the attached Exhibit A.
(n) "Leases" shall mean any and all leases, tenancies, licenses and other rights of occupancy
or use of or for any portion of the Real Property or the Personal Property (including all amendments and
renewals thereof).
(o) "Permits" shall mean any and all licenses, permits, authorizations, certificates of
occupancy and other approvals that are in effect for the current use and operation of the Property.
(p) "Personal Property" shall mean all tangible personal property and fixtures owned by
Seller and located on or attached to the Real Property. "Personal Property" does not include property
owned by others such as Tenants under Leases or parties to Service Contracts.
(c) "Property" shall mean collectively the Real Property, the Personal Property and the
Intangible Property.
(r) "Prorations Date" shall mean the day prior to the Closing Date.
(s) "Real Property" shall mean the Land together with Seller's interest in the buildings and
other improvements and fixtures located thereon, together with Seller's right, title and interest, if any, in
and to all rights of ways, ingress and egress, easements, rights, privileges, hereditaments and
appurtenances thereto or in any way appertaining thereto.
(t) "Security Deposits" shall mean the security deposits specified in the Leases and which
have not been previously forfeited by Tenants prior to the Closing Date. "Security Deposits" shall not
include any security deposits, whether or not provided for in the Leases, which were paid to Seller's
predecessor(s) in interest to the Property and which were not delivered to Seller and/or are not in Seller's
possession.
(u) "Seller Group" shall mean Seller and its member and manager and such member's
trustee, master servicer, special servicer and certificate holders and their respective past, present, and
future officers, directors, shareholders, employees, general partners, limited partners, agents,
representatives, heirs, successors, assigns and attorneys and their respective heirs, successors, and assigns.
(v) "Service Contracts" shall mean any and all written service, maintenance, supply,
operating, or employment contracts or other agreements, however termed, affecting the use, ownership,
maintenance, or operation of all or any part of the Property (but specifically excluding any Leases and
any management agreements).
(w) "State" shall mean the state in which the Land is located.
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

(x) "Tenants" shall mean those persons or entities holding rights of tenants under Leases.
(y) "Title Commitment" shall mean the commitment for issuance of an owner's title
insurance policy issued by the Title Company in favor of Buyer in the full amount of the Purchase Price.
HS&W Contract — Sale of Property Located along North Carolina Highway 50 in Pender, North Carolina
3349771-3 11887.5000000

p�.
S I TE
SURF CITY
ATLANTIC
OCEAN
EIR Z � NC MON
VICINITY MAP (NTS) I BRYANT AZ MK
52
LOT 46 O IE 43521N 253981.95
N/Fc� INA 83(2011)
FAITH HARBOR UNITED o CF 0.99997784
METHODIST CHURCH
DEED BOOK 4553 PAGE 285
MAP BOOK 57 PAGE 95 M �INo
N�IoN
�o
EIP N N�
EIR'
I
I
I
I
I
I
I
I
I
LOT 44
N/F
BATTS PROPERTIES, INC.
DEED BOOK 477 PAGE 167
MAP BOOK 9 PAGE 53
Wetland Line
Table
N M
Ln
Direction
W W
Length
_J(_J W
J Q C7
O
W d Q
O
= W
Ln
=ULn
O N
O N
4.28
NG CONTROL MONUMENT
PARKING 35,100 SQ.FT. SURVEY REFERENCE
v �
in O
r�
z
W Y O
18.65
15.98
=00o
TOTAL 45, 000 SQ. FT. MAP BOOK 9 PAGE 53
Q O
N 26°52'08"
�Go d
21.36
Q
MAP BOOK 57 PAGE 95
o�
N 43°07'29"
W
20.93
W
0
N 80°38'37"
EIR'
I
I
I
I
I
I
I
I
I
LOT 44
N/F
BATTS PROPERTIES, INC.
DEED BOOK 477 PAGE 167
MAP BOOK 9 PAGE 53
UL51 UNLD: GAG
DRAWN:GAG
APPROVED: GAG
SCAL E A "■ 100'
SHEET 1 OF 1
W:\Master\PW-1335\DGN\BATTS LOT 45 WET PLAN.dgn
OWNER:
ADDRESS:
PHONE:
WETLAND IMPACT EXHIBIT
ASTROUD ENGINEERING, P.A. A'N'A BUILDERS
IV102-D CINEMA DRIVE C-0647 LOT 4 5 B A T T S DIVISION
WILMINGTON. NORTH CAROLINA 28403 f
[phone] [phone] FAX SURF CITY TOWNSHIP FENDER COUNTY NORTH CAROLINA
Wetland Line
Table
LLUL14
Name
Direction
Length
EIP EXISTING IRON PIPE
i PROPERTY
BUILDINGS 9,900 SQ.FT.
L73
N 26°49'19"
W
4.28
NG CONTROL MONUMENT
PARKING 35,100 SQ.FT. SURVEY REFERENCE
L74
L75
N 26°49'19"
N 6'39'36"
W
E
18.65
15.98
TOTAL 45, 000 SQ. FT. MAP BOOK 9 PAGE 53
L76
N 26°52'08"
E
21.36
100 50 0 100 200
MAP BOOK 57 PAGE 95
L77
N 43°07'29"
E
20.93
L78
N 80°38'37"
E
15.06
PENDER COUNTY REGISTRY
L79
N 82°26'32"
E
14.40
GRAPHIC SCALE: 11"= 100'
UL51 UNLD: GAG
DRAWN:GAG
APPROVED: GAG
SCAL E A "■ 100'
SHEET 1 OF 1
W:\Master\PW-1335\DGN\BATTS LOT 45 WET PLAN.dgn
OWNER:
ADDRESS:
PHONE:
WETLAND IMPACT EXHIBIT
ASTROUD ENGINEERING, P.A. A'N'A BUILDERS
IV102-D CINEMA DRIVE C-0647 LOT 4 5 B A T T S DIVISION
WILMINGTON. NORTH CAROLINA 28403 f
[phone] [phone] FAX SURF CITY TOWNSHIP FENDER COUNTY NORTH CAROLINA

FLOOD HAZARD INFORMATION
SPECIALFLOOD
HAZARD AREAS
OTHERAREASOF
FLOOD HAZARD
OTHER
AREAS
GENERAL
STRUCTURES
WithoutBase FloodElevation(BFE)
WithBFEorDepth
RegulatoryFloodway
Areas Determined tobe Outside the
0.2%AnnualChance Floodplain
Non-accreditedLevee,Dike,orFloodwall
Zone A,V, A99
Zone AE, AO, AH, VE, AR
Zone X
HTTP://FRIS.NC.GOV/FRIS
THE INFORMATION DEPICTED ON THIS MAP AND SUPPORTING
DOCUMENTATIONAREALSOAVAILABLEINDIGITAL FORMATAT
NORTHCAROLINAFLOODPLAINMAPPINGPROGRAM
FLOOD INSURANCE RATE MAP
NORTHCAROLINA
PANEL
MAPNUMBER
EFFECTIVEDATE
SEEFISREPORTFOR ZONEDESCRIPTIONSANDINDEXMAP
CrossSectionswith1%AnnualChance
WaterSurfaceElevation(BFE)
Coastal Transect
OTHER
FEATURES
ProfileBaseline
HydrographicFeature
Limitof Study
LimitofModerateWaveAction(LiMWA)
Jurisdiction Boundary
AccreditedorProvisionallyAccredited
Levee,Dike,orFloodwall
CoastalTransectBaseline
SCALE
1inch=500feet
MapProjection:
North Carolina State Plane Projection Feet (Zone 3200)
Datum: NAD 1983 (Horizontal), NAVD 1988 (Vertical)
PANEL LOCATOR
LOGO LOGO
NOTES TO USERS
For information and questions about this map, available products associated with this FIRM including
historic versions of this FIRM, how to order products or the National Flood Insurance Program in general,
please call the FEMA Map Information eXchange at 1-877-FEMA-MAP (1-877-336-2627) or visit the FEMA Map
Service Center website at http://msc.fema.gov. An accompanying Flood Insurance Study report, Letter of Map
Revision (LOMR) or Letter of Map Amendment (LOMA) revising portions of this panel, and digital versions of this
FIRM may be available. Visit the North Carolina Floodplain Mapping Program website at http://www.ncfloodmaps.com,
or contact the FEMA Map Service Center.
Communities annexing land on adjacent FIRM panels must obtain a current copy of the adjacent panel as well as
the current FIRM Index. These may be ordered directly from the Map Service Center at the number listed above.
For community and countywide map dates refer to the Flood Insurance Study report for this jurisdiction.
To determine if flood insurance is available in the community, contact your Insurance agent or call the National
Flood Insurance Program at 1-800-638-6620.
Base map information shown on this FIRM was provided in digital format by the North Carolina Floodplain
Mapping Program (NCFMP). The source of this information can be determined from the metadata available in the
digital FLOOD database and in the Technical Support Data Notebook (TSDN).
ACCREDITED LEVEE NOTES TO USERS: If an accredited levee note appears on this panel check with your local
community to obtain more information, such as the estimated level of protection provided (which may exceed the
1-percent-annual-chance level) and Emergency Action Plan, on the levee system(s) shown as providing protection.
To mitigate flood risk in residual risk areas, property owners and residents are encouraged to consider flood
insurance and floodproofing or other protective measures. For more information on flood insurance, interested
parties should visit the FEMA Website at http://www.fema.gov/business/nfip/index.shtm.
PROVISIONALLYACCREDITED LEVEE NOTES TO USERS: If a Provisionally Accredited Levee (PAL) note
appears on this panel, check with your local community to obtain more information, such as the estimated level of
protection provided (which may exceed the 1-percent-annual-chance level) and Emergency Action Plan, on the
levee system(s) shown as providing protection. To maintain accreditation, the levee owner or community is
required to submit the data and documentation necessary to comply with Section 65.10 of the NFIP regulations.
If the community or owner does not provide the necessary data and documentation or if the data and documentation
provided indicates the levee system does not comply with Section 65.10 requirements, FEMA will revise the flood
hazard and risk information for this area to reflect de-accreditation of the levee system. To mitigate flood risk in
residual risk areas, property owners and residents are encouraged to consider flood insurance and floodproofing
or other protective measures. For more information on flood insurance, interested parties should visit the FEMA
Website at http://www.fema.gov/business/nfip/index.shtm.
LIMIT OF MODERATE WAVE ACTION NOTES TO USERS: For some coastal flooding zones the AE Zone
category has been divided by a Limit of Moderate Wave Action (LiMWA). The LiMWA represents the approximate
landward limit of the 1.5-foot breaking wave. The effects of wave hazards between the VE Zone and the LiMWA
(or between the shoreline and the LiMWA for areas where VE Zones are not identified) will be similar to, but less
severe than those in the VE Zone.
COASTAL BARRIER RESOURCES SYSTEM (CBRS) NOTE
This map may include approximate boundaries of the CBRS for informational purposes only. Flood insurance is not
available within CBRS areas for structures that are newly built or substantially improved on or after the date(s)
indicated on the map. For more information see http://www.fws.gov/habitatconservation/coastal_barrier.html, the
FIS Report, or call the U.S. Fish and Wildlife Service Customer Service Center at 1-800-344-WILD.
CBRSArea OtherwiseProtectedArea
Channel, Culvert, or Storm Sewer
0.2% AnnualChance FloodHazard,Areas
of1%AnnualChance FloodwithAverage
DepthLessThanOne FootorWithDrainage
AreasofLessThanOne Square Mile
Future Conditions1%Annual
Chance FloodHazard
Area withReduced Flood Risk duetoLevee
See Notes
Zone X
Zone X
Zone X
4235
1:6,000
%,012 18.2
!(8
2430000 FEET
250000 FEET
2430000 FEET
260000 FEET
2440000 FEET
260000 FEET
2440000 FEET
250000 FEET
This digital Flood Insurance Rate Map (FIRM) was produced through a unique
cooperative partnership between the State of North Carolina and the Federal
Emergency Management Agency (FEMA). The State of North Carolina has
implemented a long term approach to floodplain management to decrease the
costs associated with flooding. This is demonstrated by the State's commitment
to map flood hazard areas at the local level. As a part of this effort, the State of
North Carolina has joined in a Cooperating Technical State agreement with
FEMA to produce and maintain this digital FIRM.
NATIONAL FLOODINSURANCEPROGRAM
ZONE VE
(EL 11)
ZONE VE
(EL 10)
ZONE VE
(EL 10)
ZONE VE
(EL 10)
ZONE VE
(EL 10)
ZONE VE
(EL
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(EL 12)
ZONE AE
(EL 8)
ZONE AE
(EL 8)
ZONE AE
(EL 10)
ZONE AE
(EL 10)
ZONE AE
(EL 8)
ZONE AE
(EL 8)
ZONE AE
(EL 9)
ZONE AE
(EL 9)
¬«50
¬«50
¬«210
¬«210
TOWN OF
SURF CITY
370186
PENDER COUNTY
UNINCORPORATED AREAS
370344
1 4 .7
8.8
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i138
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i130
Beckys
Creek
BeckysCreeke
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AI0828
AI0829
AI0871
AI0872
EA0685
EA0686
EA0687
EA0688 EA0689
77°32'30"W
77°32'30"W
77°33'0"W
77°33'0"W
77°33'30"W
77°33'30"W
77°34'0"W
77°34'0"W
34°27'0"N
34°27'0"N
34°26'30"N
34°26'30"N
34°26'0"N
34°26'0"N
Sampson
Duplin
Onslow
Bladen
Pender
NewHanover
Brunswick
Columbus
2320
2341 2351 2361 2371
2380
3301 3311 3321 3331
3189
2340 2350 2360 2370 33003310 3320 3330 3340 3350
2208 2229 2239 2249 2259 2269 2279 2288
2344 2365 2375 2385 2395 33053315 3325 3335 3344 3364 3384 430423642374238423943304331433243334
2343 2353 2363 2373 2383 2393 3303 3313 3323 3333 3342 3362 3382 43022342235223622372238223923302331233223332
3341 3351
3360 3380 4300
32093219 3229 3239 3249 3259 3268 3288 4208 4228222822382248225822682278320832183228323832483258
2226 2247 2257 2267 2277 2286 3206 3226 3247 3257 3266 3286 4206 4227
2246 2256 2266 2276 3246 3256 4226 4236 4246
2224 2244 2265 2275 2285 2295 32053215
3224
3245 3255 3265 3275 3284 4205 4215 4225 4235 4245
2264 2274 2284 2294 32043214 3244 3254 3264 3274 4204 4214 4224 4234 4244
2222 2242 2262 2283 2293 3203 3213 3223 3233 3243 3253 3263 3273 3283 32934203 4213 4223
2282 2292 3202 3212 3222 3232 3242 3252 3262 3272 3282 32924202 4212
2240 2260 2281 2291 3201 3261 3271 3281 3291 4201
3270 3280 3290
I
0 500 1,000250Feet
0 150 30075
Meters
BM5510 D NorthCarolinaGeodeticSurveybenchmark
BM5510 ?
BM5510z
NationalGeodeticSurveybenchmark
ContractorEst.NCFMPSurveybenchmark
Panel Contains:
COMMUNITY CID PANEL SUFFIX
4235370344 J
4235SURF CITY, TOWN OF 370186 J
3720423500J
2/16/2007
PENDER COUNTY
NCNHDE-5850
April 20, 2018
Robert Zarzecki
Soil & Environmental Consultants, PA
8412 Falls of Neuse Road, Suite 104
Raleigh, NC 27615
RE: LOT 45, BATTS DIVISION; S&EC 13444
Dear Robert Zarzecki:
The North Carolina Natural Heritage Program (NCNHP) appreciates the opportunity to provide information
about natural heritage resources for the project referenced above.
A query of the NCNHP database indicates that there are records for rare species, important natural
communities, natural areas, or conservation/managed areas within the proposed project boundary. These
results are presented in the attached ‘Documented Occurrences’ tables and map.
The attached ‘Potential Occurrences’ table summarizes rare species and natural communities that have been
documented within a one-mile radius of the property boundary. The proximity of these records suggests that
these natural heritage elements may potentially be present in the project area if suitable habitat exists and is
included for reference. Tables of natural areas and conservation/managed area within a one-mile radius of the
project area, if any, are also included in this report.
Please note that natural heritage element data are maintained for the purposes of conservation planning, project
review, and scientific research, and are not intended for use as the primary criteria for regulatory decisions.
Information provided by the NCNHP database may not be published without prior written notification to the
NCNHP, and the NCNHP must be credited as an information source in these publications. Maps of NCNHP
data may not be redistributed without permission.
Also please note that the NC Natural Heritage Program may follow this letter with additional correspondence if a
Dedicated Nature Preserve (DNP), Registered Heritage Area (RHA), Clean Water Management Trust Fund
(CWMTF) easement, or an occurrence of a Federally-listed species is documented near the project area.
If you have questions regarding the information provided in this letter or need additional assistance, please
contact Rodney A. Butler at [e-mail] or 919.707.8603.
Sincerely,
NC Natural Heritage Program
Natural Heritage Element Occurrences, Natural Areas, and Managed Areas Intersecting the Project Area
LOT 45, BATTS DIVISION
Project No. S&EC 13444
April 20, 2018
NCNHDE-5850
Element Occurrences Documented Within Project Area
Taxonomic
Group
EO ID Scientific Name Common Name Last
Observation
Date
Element
Occurrence
Rank
Accuracy Federal
Status
State
Status
Global
Rank
State
Rank
Animal
Assemblage
23852 Waterbird Colony ---2007 CD 3-Medium ------GNR S3
Bird 19936 Passerina ciris Painted Bunting 2017-08-01 AB 3-Medium Species of
Concern
Special
Concern
G5 S2B
Bird 23853 Sternula antillarum Least Tern 2007 CD 3-Medium ---Special
Concern
G4 S3B
Natural
Community
12680 Maritime Evergreen
Forest (Mid Atlantic
Subtype)
---1999-11-06 C 3-Medium ------G2 S2
Reptile 36619 Lepidochelys kempii Kemp's Ridley Seaturtle 2016-06-20 E 3-Medium Endangered Endangered G1 S1B,SU
N
Reptile 16801 Malaclemys terrapin Diamondback Terrapin 2008-04-13 E 3-Medium Species of
Concern
Special
Concern
G4 S3
Vascular Plant 9714 Amaranthus pumilus Seabeach Amaranth 2017-08-11 D?3-Medium Threatened Threatened G2 S1
Vascular Plant 3641 Cyperus tetragonus Four-angled Flatsedge 1999-11-06 C 3-Medium ---Special
Concern
Vulnerable
G4?S1
Natural Areas Documented Within Project Area
Site Name Representational Rating Collective Rating
Surf City Maritime Forest R4 (Moderate)C4 (Moderate)
No Managed Areas Documented within the Project Area
Definitions and an explanation of status designations and codes can be found at https://ncnhde.natureserve.org/content/help. Data query generated on April 20, 2018; source: NCNHP, Q2 April 2018. Please resubmit your
information request if more than one year elapses before project initiation as new information is continually added to the NCNHP database.
Page 2 of 5
Natural Heritage Element Occurrences, Natural Areas, and Managed Areas Within a One-mile Radius of the Project Area
LOT 45, BATTS DIVISION
Project No. S&EC 13444
April 20, 2018
NCNHDE-5850
Element Occurrences Documented Within a One-mile Radius of the Project Area
Taxonomic
Group
EO ID Scientific Name Common Name Last
Observation
Date
Element
Occurrence
Rank
Accuracy Federal
Status
State
Status
Global
Rank
State
Rank
Animal
Assemblage
23852 Waterbird Colony ---2007 CD 3-Medium ------GNR S3
Bird 27220 Haematopus palliatus American Oystercatcher 2007 BC 5-Very
Low
---Special
Concern
G5 S2S3B,
S3N
Bird 19936 Passerina ciris Painted Bunting 2017-08-01 AB 3-Medium Species of
Concern
Special
Concern
G5 S2B
Bird 23853 Sternula antillarum Least Tern 2007 CD 3-Medium ---Special
Concern
G4 S3B
Dragonfly or
Damselfly
33765 Somatochlora georgiana Coppery Emerald 2004-Pre H?5-Very
Low
---Significantly
Rare
G3G4 S2?
Freshwater Fish 32417 Acipenser oxyrinchus
oxyrinchus
Atlantic Sturgeon 2012-04-04 E 4-Low Endangered Endangered G3T3 S2
Natural
Community
12680 Maritime Evergreen
Forest (Mid Atlantic
Subtype)
---1999-11-06 C 3-Medium ------G2 S2
Reptile 3970 Alligator mississippiensis American Alligator 2018-02-26 E 4-Low Threatened
Similar
Appearance
Threatened G5 S3
Reptile 13363 Caretta caretta Loggerhead Seaturtle 2017-08-25 B 4-Low Threatened Threatened G3 S3B,S3
N
Reptile 34145 Chelonia mydas Green Seaturtle 2016-09-04 E 4-Low Threatened Threatened G3 S1B,SU
N
Reptile 36619 Lepidochelys kempii Kemp's Ridley Seaturtle 2016-06-20 E 3-Medium Endangered Endangered G1 S1B,SU
N
Reptile 16801 Malaclemys terrapin Diamondback Terrapin 2008-04-13 E 3-Medium Species of
Concern
Special
Concern
G4 S3
Vascular Plant 9714 Amaranthus pumilus Seabeach Amaranth 2017-08-11 D?3-Medium Threatened Threatened G2 S1
Vascular Plant 3641 Cyperus tetragonus Four-angled Flatsedge 1999-11-06 C 3-Medium ---Special
Concern
Vulnerable
G4?S1
Vascular Plant 13552 Lachnocaulon minus Brown Bogbutton 1964-09-02 H 4-Low ---Threatened G3G4 S2
Page 3 of 5
Element Occurrences Documented Within a One-mile Radius of the Project Area
Taxonomic
Group
EO ID Scientific Name Common Name Last
Observation
Date
Element
Occurrence
Rank
Accuracy Federal
Status
State
Status
Global
Rank
State
Rank
Vascular Plant 16390 Lechea torreyi var.
congesta
Torrey's Pinweed 1997-07-29 C 4-Low ---Endangered G4 S1
Natural Areas Documented Within a One-mile Radius of the Project Area
Site Name Representational Rating Collective Rating
Surf City Maritime Forest R4 (Moderate)C4 (Moderate)
No Managed Areas are Documented Within a One-mile Radius of the Project Area
Definitions and an explanation of status designations and codes can be found at https://ncnhde.natureserve.org/content/help. Data query generated on April 20, 2018; source: NCNHP, Q2 April 2018. Please resubmit your
information request if more than one year elapses before project initiation as new information is continually added to the NCNHP database.
Page 4 of 5
Powered by TCPDF (www.tcpdf.org)
Page 5 of 5
Lot 45, Batts Division - S&EC 13444
U.S. Fish and Wildlife Service, National Standards and Support Team,[e-mail]
Wetlands
Estuarine and Marine Deepwater
Estuarine and Marine Wetland
Freshwater Emergent Wetland
Freshwater Forested/Shrub Wetland
Freshwater Pond
Lake
Other
Riverine
April 20, 2018
0 0.25 0.50.125 mi
0 0.4 0.80.2 km
1:1 5,170
This page was produced by the NWI mapperNational Wetlands Inventory (NWI)
This map is for general reference only. The US Fish and Wildlife Service is not responsible for the accuracy or currentness of the base data shown on this map. All wetlands related data should be used in accordance with the layer metadata found on the Wetlands Mapper web site.
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Figure 5-7
Alternative 17Affected Environment
Pender County, Div. 3
October 2011
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Figure 5-7
Alternative 17Affected Environment
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October 2011
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LOT 45, BATTS DIVISION
NCCGIA
NR Points
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NR Listing, Gone
NRHD Center Point
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National Register Boundary
Boundary of Destroyed/Removed NR Listing
SL Points
SL Individual Entry
SL and DOE entry
April 20, 2018
0 0.25 0.50.13 mi
0 0.4 0.80.2 km
1:14,908
S&EC 13444
Soil & Environmental Consultants, PA
8412 Falls of Meuse Road, Suite 104, Raleigh, NC 27615 • Phone: ()19) 846-59(X) • Fax: [phone]
sandec.com
CONTRACT PURCHASER CERTIFICATION / AGENT AUTHORIZATION
Project Name/Description: SURF CITY PROPERTY
Date: 2018
The Department of the Army
U.S. Army Corps of Engineers,
69 Darlington Avenue
Wilmington, NC 28403
Attn: Emily Greer
Wilmington District
Field Office: USACE Wilmington
S&EC Project #
I, the undersigned, a duly authorized contract purchaser of record of the property/properties identified
herein, do authorize representatives of the Wilmington District, U.S. Army Corps of Engineers (Corps) and
Soil & Environmental Consultants, PA (S&EC) staff (as my agent) to enter upon the property herein
described for the purpose of conducting on-site investigations and issuing a determination associated
with Waters of the U.S. subject to Federal jurisdiction under Section 404 of the Clean Water Act and/or
Section 10 of the Rivers and Harbors Act of 1899. This document also authorizes S&EC (as my agent) to
act on my behalf and take all actions necessary for the processing, issuance and acceptance of a permit
or certification and any and all associated standard and special conditions. This notification supersedes
any previous correspondence concerning the agent for this project.
NOTICE: This authorization, for liability and professional courtesy reasons, is valid only for government
officials to enter the property when accompanied by S&EC staff. You should call S&EC to arrange a site
meeting prior to visiting the site.
PARCEL INFORMATION:
Site Address: NC 50 HWY, Surf City, Pender County, NC
Parcel Index Number(s) (PIN): 4235-52-3852-0000 Deed: 4376/056
Description: L45 PB 9/53 J H Batts S/D Size: 5.11 acres
CONTRACT PURCHASER INFORMATION:
Name: Mohamad E. Afify A'N'A Builders
Address: 13480 NC Hwy 50/210 Surf City NC
Phone No.: (9ro ) -Z q_ clg 1 q Fax No.: ( ) Mobile No.:
Email: m e_ 0J, g wyo,, J, C o vj
Contract Purchaser (please print) Date
Contract Purchaser
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the best of our know/edge.