Loading...
HomeMy WebLinkAboutSW6220203_Lease Agreement_20220225AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY THIS AGREEMENT including any and all addenda attached hereto ("Agreement") is by and between RHETSON COMPANIES. INC ("Buyer"), and ROBERT KENNETH CURRIE ("Seller"). FOR AND INCONSIDERATION OF THE MUTUAL PROMISES SET FORTH HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS: Section 1. Terms and Definitions: The terms listed below shall have the respective meaning given them as set forth adjacent to each term. (a) "Property": The entiretvof Parcel ID: 694050001009 approximately 12 27 acres +/-to be determined by final survey. Acreage does not include any additional Right of Way Dedication required by NC DOT (Legal Description) Parcel ID: 694050001009 Zoned RA-20 Hoke County ❑ If this box is checked, "Property" shall mean that property described on Exhibit A attached hereto and incorporated herewith by reference as if fully set forth herein, together with all buildings and improvements thereon and all fixtures and appurtenances thereto and all personal property, if any, itemized on Exhibit A. 600 000 (b) "Purchase Price" shall mean the sum of Six Hundred Thousand Dollars, payable on the following terms: $10,000 (i) "Earnest Money" shall mean Ten Thousand Dollars payable on terms as follows: Upon acceptance of this contract, the Earnest Money shall be promptly deposited in escrow with Investors Title Insurance Company (name of person/entity with whom deposited), to be applied as partial payment of the Purchase Price of the Property at Closing, or disbursed as agreed upon under the provisions of Sections 4, 6, 7, 8, and 9 herein. Once Buyer has obtained Client's approval for the site, Two Thousand Five Hundred ($2,500) Dollars of the Earnest Moneywill become nonrefundable but will be applicable to Purchase Price at Closing. Upon Buyer's successful rezoning of the property for Commercial Use, Two Thousand Five Hundred ($2,500) Dollars of the Earnest Money will become nonrefundable but will be applicable to Purchase Price at Closing. ® ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE PLACED IN AN INTEREST BEARING ACCOUNT. ANY INTEREST EARNED THEREON SHALL BELONG TO THE ACCOUNT HOLDER IN CONSIDERATION OF THE EXPENSES INCURRED BY MAINTAINING SUCH ACCOUNT AND RECORDS ASSOCIATED THEREWITH. 590 000 (ii) Cash, balance of Purchase Price, at Closing in the amount Five Hundred Ninety Thousand Dollars. (c) "Closing" shall mean the date and time of recording the deed. Closing shall occur on or before December 1, 2021 if Buyer does not exercise its unilateral Examination Period extension options. Should the Buyer exercise its unilateral right to Examination Period Extensions Closing will occur on or before March 15, 2022. At Buyer's election, Closing may occur on an earlier date, with ten days advance notice to Seller. (d) "Contract Date" means the date this Agreement has been fully executed by both Buyer and Seller. (e) "Examination Period" shall mean the period beginning on the Contract Date and extend to December 1, 2021. Buyer shall have the unilateral option to extend the Examination Period for three additional Thirty (30) day periods with an additional Earnest Money Deposit of Five Thousand ($5,000) Dollars per use of extension. These additional Earnest Money Deposits will be nonrefundable but applicable to Purchase Price at Closing. (Page I of 12) Buyer Initials Seller Initials � (f) "Broker(s)" shall mean John Nash with Caliber Land Sales -representing the Seller and None representing the Buyer. At closing, Seller shall pay such brokers a commission pursuant to a separate agreement. Buyer and Seller represent and warrant that there are no other real estate brokers or sales agents involved in this transaction and Buyer and Seller agree to indemnify the other against any commission, finder's fees, expenses and other charges claimed by real estate brokers other than those stated above. (g) "Intended Use" shall mean the use of the Property for the following purpose: retail sales and general commercial uses. (h) "Seller's Notice Address" shall be as follows: Robert Kenneth Currie 2604 Fuldford McMillan Road Raeford, NC 28376 With a copy to: John Nash c/o Caliber Land Sales 1053 E. Whitaker Mill Road #115 Raleigh, NC 27604 919-622-5956 john@caliberlandsales.com except as same may be changed pursuant to Section 11. "Buyer's Notice Address" shall be as follows: Rhetson Companies, Inc 2075 Juniper Lake Rd West End, NC 27376 Attn: Teresa Remmenga teresa@rhetson.com With a copy to: Jim McNeill c/o Clarke, Phifer, Vaughn, Brenner and McNeill 135 Applecross Road Pinehurst, NC 28374 except as same may be changed pursuant to Section 11 Section 2. Proration of Expenses and Payment of Costs: Seller and Buyer agree that all property taxes (on a calendar year basis), leases, rents and utilities or any other assumed rights or liabilities if any, shall be prorated as of the date of Closing. Seller shall pay for preparation of a deed and all other documents necessary to perform Seller's obligations under this Agreement, excise tax (revenue stamps), and other conveyance fees or taxes required by law, and the following: N/A. Buyer shall pay recording cost, costs of any title search, title insurance, survey and the following: N/A. Each party shall pay its own attorneys' fees, except as provided below in Section 9. Section 3. Sale of Property and Payment of Purchase Price: Seller agrees to sell and Buyer agrees to buy the Property for the Purchase Price. (Page 2 of 12) Buyer Initials Seller Initials19 Section 4. Deliveries: Seller shall deliver to Buyer within 5 business days of the Contract Date copies of all title information in possession of or available to Seller, including but not limited to: title insurance policies, attorney's opinions on title, surveys, easements, covenants, leases, deeds, notes and deeds of trust and easement relating to the Property. Seller authorizes (1) any attorney presently or previously representing Seller to release and disclose any title insurance policy in such attorney's file to Buyer and both Buyer's and Seller' agents and attorneys; and (2) the Property's title insurer or its agent to release and disclose all materials in the Property's title insurer's (or title insurer's agent's) file to Buyer and both Buyer's and Seller's agents and attorneys. Seller shall also deliver to Buyer as soon as reasonably possible after the Contract Date copies of all presently effective warranties or non -terminable service contracts related to the Property. If Buyer does not consummate the Closing for any reason other than Seller default, then Buyer shall return to Seller all materials delivered by Seller to Buyer pursuant to this Section 4, if any, and shall, upon Seller's request, assign and transfer to Seller all of its right, title and interest in and to any and all studies, reports, surveys and other information, data and/or documents relating to the Property prepared by or at the request of Buyer, its employees and agents, and shall deliver to Seller, upon the release of the Earnest Money, copies of all of the foregoing without any warranty or representation by Buyer as to the contents, accuracy or correctness thereof. Section 5. Evidence of Title: Seller agrees to convey to Buyer at Closing fee simple marketable and insurable title to the Property by general warranty deed free and clear of all liens, encumbrances, leases, tenancies and defects of title other than: (a) zoning ordinances affectingthe Property, (b) taxes not yet due and payable and (c) matters of record existing at the Contract Date that are not objected to by Buyer prior to the end of the Examination Period ("Permitted Exceptions"); provided that Seller shall be required to satisfy, at or prior to Closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory liens. Seller represents and warrants that Seller is the fee simple owner of the Property. Seller shall not enter into or record any instrument that affects the Property (or any personal property listed on Exhibit A) after the Contract Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Prior to Closing Buyer shall have the right to secure a new ALTA/ACSM survey of the Property (the "Survey") to be performed by a licensed surveyor in the State of North Carolina, which Survey may be submitted to the title company for the purpose of deleting any pre-printed survey exceptions from the title commitment. Upon the completion of the Survey, the legal description set forth therein shall be attached hereto in replacement of Exhibit A, and the same shall be the legal description of the Property for all purposes in connection with this Agreement, provided however, Seller shall not be required to provide warranties of title to any property described on Exhibit A that is not otherwise described in the deeds by which Seller received title. At Closing Seller shall execute a General Warranty Deed as provided in Section 10 using the legal description in the deed(s) by which Seller obtained title to the Property, and if Buyer obtains a Survey, a Non -Warranty deed on the current NC Bar Form using the revised legal description based on the Survey. Section 6. Conditions: This Agreement and the rights and obligations of the parties under this Agreement are hereby made expressly conditioned upon fulfillment (or waiver by Buyer, whether explicit or implied) of the following conditions: (a) Title Examination: After the Contract Date, Buyer shall, at Buyer's expense, cause a title examination to be made of the Property before the end of the Examination Period. In the event that such title examination shall show that Seller's title is not fee simple marketable and insurable or that there is a defect of title that will prevent or impair the Intended Use, subject only to Permitted Exceptions, then Buyer shall promptly notify Seller in writing of all such title defects and exceptions, in no case later than the end of the Examination Period, and Seller shall have thirty (30) days to cure said noticed defects and the original Examination Period shall continue to run until the defects are remedied. If Seller does not cure the defects or objections within thirty (30) days of notice thereof, then Buyer may, in its sole discretion, terminate this Agreement and receive a return of Earnest Money (notwithstanding that the Examination Period may have expired). If Buyer is to purchase title insurance, the insuring company must be licensed to do business in the state in which the Property is located. Title to the Property must be insurable at regular rates, subject only to standard exceptions and Permitted Exceptions. In the event that the Property is subject to a lease, Seller shall provide all necessary and sufficient notices and take whatever action is necessary to terminate said lease and remove any tenants and their personal property from the Property prior to Closing. If Seller fails to comply with the requirements of the preceding sentence Seller shall be responsible for all costs and fees resulting from such failure to comply, including but not limited to, court costs, attorney's fees, and tenant relocation costs. (b) Intended Use: If Buyer determines, prior to the date of Closing, that use of the Property for its Intended Use will violate any private restrictions or governmental regulations, then Buyer may terminate this Agreement by written notice and (Page 3 of 12) Buyer Initials 11(t/ Seller Initials Rx receive a return of the Earnest Money, and neither party shall then have any further obligations in connection with this Agreement. (c) Same Condition: If the Property is not in substantially the same condition at Closing as of the date of the offer, reasonable wear and tear excepted, then the Buyer may terminate the Agreement and receive a return of the Earnest Money. (d) Inspections and other Due Diligence: Buyer, its agents or representatives, at Buyer's expense and at reasonable times during normal business hours, shall have the right to enter upon the Property for the purpose of physically inspecting, examining, testing, and surveying the Property. Additionally, Buyer shall have the right, upon prior notice to Seller, to enter any buildings or other improvements located on the Property to inspect and test for harmful or unsafe conditions, such as but not limited to, the presence of asbestos. Buyer shall also have a right to review and inspect all leases, contracts or other agreements affecting or related directly to the Property and shall be entitled to review such books and records of Seller as relate directly to the operation and maintenance of the Property. Buyer assumes all responsibility for the acts of itself, its agents or representatives in exercising its rights under this Section 6(d) and agrees to indemnify and hold Seller harmless from any damages resulting therefrom. Except as provided in Section 6(c) above, Buyer shall have from the Contract Date through the end of the Examination Period to perform the above inspections, examinations and testing. (e) If, prior to the expiration of the Examination Period, Buyer chooses not to purchase the Property, for any reason or no reason, and provides written notice to Seller thereof, then this Agreement shall terminate, and the Earnest Money shall be promptly returned to Buyer upon Buyer's request to Escrow Agent (f) Financing: Buyer shall not be obligated to close the purchase of the Property until the final loan package for any Buyer financing is approved in writing by Buyer's lender, provided that this financing contingency shall only apply in the event that Buyer has applied for such financing on or before the expiration of the Examination Period. Section 7. Environmental: Seller represents and warrants that it has no actual knowledge of the presence or disposal within the buildings or on the Property of hazardous or toxic waste or substances, which are defined as those substances, materials, and wastes, including but not limited to, those substances, materials and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR Part 302.4) and amendments thereto, or such substances, materials and wastes, which are or become regulated under any applicable local, state or federal law, including, without limitation, any material, waste or substance which is (i) petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a Hazardous Substance pursuant to Section 331 of the Clean Water Act of 1977 (33 U.S.C. § 1321) or listed pursuant to Section 307 of the Clean Water Act of 1977 (33 U.S.C. § 1317) (v) defined as a hazardous waste pursuant to Section 1004 of the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6903) or (vi) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601). Seller further states that it has no actual knowledge of any contamination of the Property from such substances as may have been disposed of or stored on neighboring tracts, and it has no reason to suspect that such use or disposal has occurred, either during or prior to its ownership of the Property. If Purchaser's environmental studies of the Property reveal that the Property contains any of the hazardous or toxic waste or substances described above then, no later than ten (10) days before Closing, Seller shall remediate, mitigate, or remove all such waste or substances as required by applicable law and in accordance with generally -accepted best practices. Purchaser shall have the right to inspect the Property to ensure that Seller has complied with Seller's obligation to remediate, mitigate, or remove said waste or substances, and if Seller fails to comply Purchaser may terminate this Agreement and receive a return of the Earnest Money regardless of whether the Examination Period shall have expired. Section 8. Risk of Loss/Damage/Repair: Until the Closing, the risk of loss or damage to the Property, except as otherwise provided herein, shall be borne by Seller. In the event the Property is damaged so that the Property cannot be conveyed in substantially the same condition as it was on the date of the offer, Buyer may elect to terminate this Agreement, and the Earnest Money shall be returned to the Buyer. Except as to maintaining the Property in its same condition, Seller shall have no responsibility for the repair of the Property, including any improvements, unless the parties hereto agree in writing. (Page 4 of 12) Bu er Initials: Y � Seller Initials _ Section 9. Earnest Money Disbursement and Other Remedies in Event of Breach: In the event this offer has not been accepted by Seller, then the Earnest Money shall be refunded to Buyer at anytime upon Buyer's unilateral request to Escrow Agent. In the event Buyer terminates this Agreement prior to the expiration of the Examination Period, then the Earnest Money shall be refunded immediately to Buyer at Buyer's unilateral request to Escrow Agent. In the event that any condition hereto is not satisfied, then the Earnest Money shall be refunded to Buyer upon Buyer's request, but such return shall not affect any other remedies available to Buyer for a breach of this Agreement, including, but not limited to, specific performance of this Agreement. In the event of breach of this Agreement by Seller, the Earnest Money shall be refunded to Buyer upon Buyer's request, but such return shall not affect any other remedies available to Buyer for such breach, including, but not limited to, specific performance of this Agreement. In the event of breach of this Agreement by Buyer, the Earnest Money shall be paid to Seller as liquidated damages and as Seller's sole and exclusive remedy for such breach and Seller waives all other remedies. It is acknowledged by the parties that payment of the Earnest Money to Seller in the event of a breach of this Agreement by Buyer is compensatory and not punitive, such amount being a reasonable estimation of the actual loss that Seller would incur as a result of such breach. The payment of the Earnest Money to Seller shall not constitute a penalty or forfeiture but actual compensation for Seller's anticipated loss, both parties acknowledging the difficulty determining Seller's actual damages for such breach. If a court of competent jurisdiction determines that a party has breached this Agreement, the party in breach shall reimburse the other party for that party's reasonable attorney's fees and other costs associated with such litigation. NOTE: Escrow Agent shall return the Earnest Money to Buyer upon Buyer's unilateral request if Buyer confirms in writing to Escrow Agent that it terminated this Agreement in accordance with the terms of this Agreement prior to the expiration of the Examination Period. If Buyer does not terminate this Agreement prior to the expiration of the Examination Period, then in the event of a dispute between Seller and Buyer over the disposition of the Earnest Money held in escrow, a licensed real estate broker is required by state law (and Escrow Agent, if not a broker, hereby agrees) to retain the Earnest Money in the Escrow Agent's trust or escrow account until Escrow Agent has obtained a written release from the parties consenting to its disposition or until disbursement is ordered by a court of competent jurisdiction. Alternatively, if a broker or an attorney licensed to practice law in North Carolina is holding the Earnest Money, the broker or attorney may deposit the disputed monies with the appropriate clerk of court in accordance with the provisions of N.C.G.S. §93A-12. Seller and Buyer hereby agree and acknowledge that the Escrow Agent assumes no liability in connection with the holding of the Earnest Money pursuant hereto except for negligence or willful misconduct of Escrow Agent. Escrow Agent shall not be responsible for the validity, correctness or genuineness of any document or notice referred to under this Agreement. Seller and Buyer hereby agree to indemnify, protect, save and hold harmless Escrow Agent and its successors, assigns and agents pursuant to this Agreement, from any and all liabilities, obligations, losses, damages, claims, actions, suits, costs or expenses (including attorney fees) of whatsoever kind or nature imposed on, incurred by or asserted against Escrow Agent which in any way relate to or arise out of the execution and delivery of this Agreement and any action taken hereunder; provided, however, that Seller and Buyer shall have no such obligation to indemnify, save and hold harmless Escrow Agent for any liability incurred by, imposed upon or established against it as a result of Escrow Agent's negligence or willful misconduct. Section 10. Closing: At Closing, Seller shall deliver to Buyer a General Warranty Deed on the current NC Bar Form -a Non - Warranty Deed on the current NC Bar Form (if applicable) (whichever is specified by Buyer's title insurer), and other documents customarily executed by a seller in similar transactions, including without limitation, an owner's affidavit, lien waiver forms and a non -foreign status (pursuant to the Foreign Investment In Real Property Tax Act), and Buyer shall pay to Seller the Purchase Price. At Closing, the Earnest Money shall be applied as part of the Purchase Price. The Closing shall be held at the office of Buyer's attorney or such other place as the parties hereto may mutually agree. Unless otherwise agreed herein, exclusive possession of the Property, free and clear of any tenancies, leases, or other rights of possession, shall be delivered at Closing and all personal property shall be removed from the Property on or before Closing. Section 11. Notices: Unless otherwise provided herein, all notices and other communications which may be or are required to be given or made by any party to the other in connection herewith shall be in writing and shall be deemed to have been properly given and received on the date: (i) delivered by facsimile transmission or by electronic mail (e.g. email), (ii) delivered in person, (iii) deposited in the United States mail, registered or certified, return receipt requested, or (iv) deposited with a nationally recognized overnight courier, to the addresses setout in Section 1(h) and Section 1(i) (as applicable), or at such other addresses as specified by written notice delivered in accordance herewith. Notwithstanding the foregoing, Seller and Buyer agree that (Page 5 of 12) Buyer Initials r Seller Initials( �� notice may be given on behalf of each party by the counsel for each party and notice by such counsel in accordance with this Section 11 shall constitute notice under this Agreement. Section 12. Entire Agreement: This Agreement constitutes the sole and entire agreement among the parties hereto and no modification of this Agreement shall be binding unless in writing and signed by all parties hereto. Section 13. Enforceability: This Agreement shall become an enforceable contract when a fully executed copy has been delivered to both parties. This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, successors and assigns and their personal representatives. Section 14. Adverse Information and Compliance with Laws: (a) Seller Knowledge: Seller has no knowledge of (i) condemnation(s) affecting or contemplated with respect to the Property; (ii) actions, suits or proceedings pending or threatened against the Property; (iii) changes contemplated in any applicable laws, ordinances or restrictions affecting the Property; (iv) private restrictions or governmental regulations that would prohibit the Intended Use or (v) governmental special assessments, either pending or confirmed, for sidewalk, paving, water, sewer, or other improvements on or adjoining the Property, and no owners' association special assessments, except as follows: . (Insert "None" or the identification of such assessments, if any). Seller shall pay all owners' association assessments and all governmental assessments, if any, unless otherwise agreed as follows% Seller represents that the regular owners' association dues, if any, are $ N/A per N/A. (b) Compliance: To the bestof Seller's knowledge and belief, (i) Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to or affecting the Property; (ii) performance of the Agreement will not result in the breach of, constitute any default under or result in the imposition of any lien or encumbrance upon the Property under any agreement or other instrument to which Seller is a party or by which Seller or the Property is bound; and (iii) there are no legal actions, suits or other legal or administrative proceedings pending or threatened against the Property, and Seller is not aware of any facts which might result in any such action, suit or other proceeding. Section 15. Survival of Representations and Warranties: All representations, warranties, covenants and agreements made by the parties hereto shall survive the Closing and delivery of the deed. Seller shall, at or within six (6) months after the Closing, and without further consideration, execute, acknowledge and deliver to Buyer such other documents and instruments, and take such other action as Buyer may reasonably request or as may be necessary to more effectively transfer to Buyer the Property described herein in accordance with this Agreement. Without limiting the generality of the foregoing sentence, Seller hereby agrees to take whatever action is necessary to order cessation and disconnection of utilities or other services that are listed in Seller's name or require Seller's authorization for such cessation and disconnection. Section 16. Applicable Law: This Agreement shall be construed under the laws of the North Carolina Section 17. Tax -Deferred Exchange: In the event Buyer or Seller desires to effect a tax -deferred exchange in connection with the conveyance of the Property, Buyer and Seller agree to cooperate in effecting such exchange; provided, however, that the exchanging party shall be responsible for all additional costs associated with such exchange, and provided further, that a non -exchanging party shall not assume any additional liability with respect to such tax -deferred exchange. Seller and Buyer shall execute such additional documents, at no cost to the non -exchanging party, as shall be required to give effect to this provision. Section 18. Assignment: Buyer may assign this Agreement upon written notice to Seller Section 19. Authority: Each signatory to this Agreement represents and warrants that he or she has full authority to sign this Agreement and such instruments as may be necessary to effectuate any transaction contemplated by this Agreement on behalf of the party for whom he or she signs and that his or her signature binds such party. Any signature on a copy of this Agreement sent electronically or by facsimile shall be binding upon transmission and the electronic or facsimile copy may be utilized for the purpose of this Agreement. (Page 6 of 12) Buyer Initials Seller Initials' (o Section 20. INTENTIONALLY DELETED Section 21. INTENTIONALLY DELTED Section 22. Permits: Seller agrees to sign and/or execute all documents pertaining to the acquisition of plans approval and permits from government agencies including, but not limited to, DEQ, NCDOT, and municipal agencies. Seller expressly agrees to allow Buyer to apply for zoning applications, plans approval, easements, and permits prior to Closing, and Seller hereby appoints Jamie S. Encinosa of Rhetson Companies, Inc and Jim McNeill of Clarke, Phifer, Vaughn, Brenner, and McNeill, PLLC as Seller's attorneys -in -fact for the purpose of managing any zoning applications necessary to ensure that the Intended Use is legally permitted on the Property. Section 23. Seller's Termination Right: In the event that Buyer fails to provide proof of approval from Client by the sixtieth (60) day from Contract Execution, Seller will have the unilateral right to terminate the contract. THIS DOCUMENT IS A LEGAL DOCUMENT. EXECUTION OF THIS DOCUMENT HAS LEGAL CONSEQUENCES THAT COULD BE ENFORCEABLE IN A COURT OF LAW. 1F YOU DO NOT FEEL THIS DOCUMENT MEETS YOUR NEEDS, YOU MAY WISH TO CONSULTYOUR ATTORNEY. [Signature Page to Follow] (Page 7 of 12) Buyer Initials /1 Seller Initials '94a, SIGNATURE PAGE TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY BUYER: SELLER: RHETSON C , INC ROBERTT KENNETH CURRIE By: Sign: KQ&Q < 11,- --` (SEAL) 4 Name: Richard Vincent Date:z�� / Title: Executive Vice President of Real Estate Date: 6-8-2021 The undersigned hereby acknowledges receipt of the Earnest Money set forth herein and agrees to hold said Earnest Money in accordance with the terms hereof. INVESTORS TITLE INSURANCE COMPANY Date: By: (Page 8 of 12) Buyer Initials AJ/ Seller Initials EXH I BIT "A" [To be attached after final survey.] (Page 9 of 12) Buyer Initials Seller Initials "Exhibit B" ESCROW ADDENDUM This Escrow Addendum dated (this "Addendum"), is hereby made a part of that certain Agreement for Purchase and Sale of Real Property having an Effective Date of (the "Sales Contract"), by and between Robert Kenneth Currie as seller thereunder ("Seller"), and Rhetson Companies. Inc as purchaser thereunder ("Purchaser"). Investors Title Insurance Company, a North Carolina corporation ("Escrow Agent"), has executed this Addendum for the sole purpose of consenting to the terms of this Addendum. Required SELLER Information: Tax ID:;94C—SI/—cf `/ Mailing address:r� ' V , / Wen,\ ou ` 9 �c �7tb Telephone: qw— W2 Email: tdileu `24 ii✓/ tc,_-'^ Required PURCHASER Information: Tax I D: 20-1034440 Mailing address: 2075 Juniper Lake Road, West End, NC 27376 Telephone: 910-944-0881 Email: teresa@rhetson.com WHEREAS, Seller and Purchaser desire that the closing of the transaction contemplated by the Sales Contract take place in accordance with the terms and provisions of this Addendum. WHEREAS, pursuant to Section One of the Sales Contract, Purchaser and Seller have appointed Investors Title Insurance Company to hold earnest money in the amount of $10,000.00(the "Escrowed Funds"), which sum will be held in accordance with the terms of this Addendum and the Sales Contract. NOW, THEREFORE, in furtherance of the transaction contemplated by the Sales Contract, and for and in consideration of $250.00 cash paid in hand to Escrow Agent, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows: 1. Seller and Purchaser hereby designate, constitute and appoint Investors Title Insurance Company as Escrow Agent under this Addendum to hold Escrowed Funds, and Escrow Agent accepts such designation and appointment, and agrees to act in accordance with the terms of this Addendum. It is hereby expressly understood and agreed that in the event a conflict should arise as between the terms of this Addendum and those of the Sales Contract, the terms of this Addendum will control. 2. Notwithstanding any provisions regarding interest in the Sales Contract, Purchaser and Seller hereby request that the Escrowed Funds (select ONE option; if neither is selected, the second option below will be deemed selected): ® accrue interest to the benefit of Purchaser (if left blank, Purchaser will be beneficiary, in accordance with 26 CFR § 1.46813-7). ❑ do not accrue interest to the benefit of Purchaser/Seller. 3. All checks, money orders, wires or drafts sent to Escrow Agent under this Addendum will be processed for collection in the normal course of business. Escrow Agent will deposit the Escrowed Funds in a segregated savings account with a federally -insured banking institution. All funds received by check will be held for a minimum of five (5) business days prior to transfer to a segregated account or disbursement. 4. (a) Purchaser Sales Contract Termination during Examination Period. The Purchaser and Seller hereby stipulate i) the Examination Period is defined pursuant to Section 1(e) of the Sales Contract, as may be amended from time to time and ii) Purchaser has the unilateral right, for any reason or no reason, to terminate the Sales Contract during the Examination Period, and upon such termination, is entitled return of the Escrowed Funds plus any interest earned (Page 10 of 12) Buyer Initials Seller Initial thereon. Notwithstanding any terms in this Addendum or in the Sales Contract to the contrary, in the event Purchaser x) provides written notice of Purchaser's termination of the Sales Contract during the Examination Period by deposit with a nationally recognized overnight courier or in the United States mail, registered or certified, return receipt requested, to the Seller's address set forth on page one of this Agreement and y) provides Escrow Agent written notice thereof, Escrow Agent shall disburse to Purchaser all Escrowed Funds including any interest earned thereon, without the necessity for additional notification to, or approval by, Seller. By their acknowledgment below, Seller hereby specifically waives any and all claims or causes of action Seller may have as to Escrow Agent's actions pursuant to this section 4(a). Seller hereby further states Seller has either executed this Addendum subsequent to the review of Seller's counsel or has competently chosen not to retain counsel to review this Addendum. (b) Other Disbursements. Upon Escrow Agent's receipt of consistent written instructions from both Seller and Purchaser, or their respective counselor brokers, Escrow Agent will disburse the Escrowed Funds in accordance with such instructions. Such instructions may be given in duplicate counterparts and delivered via electronic mail. Escrow Agent requests delivery of such instructions at least twenty-four (24) hours before disbursement is needed. Notwithstanding the foregoing provisions of this Section 4, in the event that Seller or Purchaser provides Escrow Agent and the other party with a written certification claiming the Escrowed Funds pursuant to certain provisions of the Sales Contract, Escrow Agent, at its absolute and sole discretion, may elect to proceed by: (i) notifying Purchaser and Seller that it intends to disburse the Escrowed Funds in accordance with such request unless the non -requesting party delivers a written objection to such requested disbursement within ten (10) business days after receipt of said notice, and (ii) so disbursing the Escrowed Funds to the requesting party after such ten (10) business day period, provided the non -requesting party has not objected to such disbursement in accordance with this Section. Upon such a disbursement, Escrow Agent will be released and discharged from any further duty or obligation hereunder. 5. Escrow Agent wilI be entitled to rely upon the instructions and other matters covered thereby, and will not be required to investigate the authority of the person executing and delivering such instructions, or otherwise verify the accuracy of the statements or information presented therein. 6. Escrow Agent will not be accountable for any incidental benefit, which may be attributable to the Escrowed Funds. Escrow Agent will not owe a fiduciary responsibility to Purchaser and Seller, and will be a stakeholder only and not liable for any losses, costs or damages it may incur in performing its responsibilities hereunder unless such losses, costs or damages arise out of the willful default or gross negligence of Escrow Agent or its agents. Furthermore, and in no way limiting the forgoing sentence, Escrow Agent will not be liable for any loss or damage resulting from the following: a. Any default, error, action, or omission of any other party; b. The expiration of any time limit unless such time limit was known to Escrow Agent and such loss is solely caused by failure of Escrow Agent to proceed in its ordinary course of business; c. Any loss or impairment of funds while on deposit with a federally -insured bank, resulting from failure, insolvency or suspension of such bank; and d. Escrow Agent's compliance with any and all legal process, writs, orders, judgments, and decrees of any court, whether issued with or without jurisdiction and whether or not subsequently vacated, modified, set aside or reversed. 7. In the event of a dispute hereunder between Seller and Purchaser (or their successors or assigns), Escrow Agent will have the right, exercisable in its sole discretion, to resign by giving written notice to Seller and Purchaser, specifying a date on which such resignation will take effect, which will be no earlier than ten (10) business days after the delivery of such notice. Promptly upon receipt of such notice, Seller and Purchaser will appoint a mutually acceptable successor (Page 11 of 12) Buyer Initials P t Seller Initials escrow agent. Upon delivery by the successor escrow agent to Seller, Purchaser, and Escrow Agent of a written instrument accepting such appointment, the successor escrow agent will succeed to all the rights and duties of Escrow Agent hereunder. If a successor escrow agent is not appointed by the expiration of such ten (10) business day period, Escrow Agent will have the right, exercisable in its sole discretion, to be discharged by tendering unto the registry or custody of any court of competent jurisdiction the Escrowed Funds, together with any such legal pleadings as it deems appropriate. In such an event, Escrow Agent will have the right to charge an administrative fee of $750.00 toward its costs, which will be in addition to any Escrow Agent fee charged. At Escrow Agent's discretion, all applicable fees charged by Escrow Agent may be withheld from the Escrowed Funds tendered to the court. Purchaser and Seller will indemnify and hold harmless Escrow Agent for all of its expenses, costs and reasonable attorneys' fees incurred in connection with such interpleader action in excess of $750.00. Escrow Agent will have the right to deduct its unpaid fee and any costs it has incurred for overnight delivery charges or wire transfer fees from the Escrowed Funds prior to disbursement. 8. The terms and provisions of this Addendum are for the benefit of Seller, Purchaser, and Escrow Agent and their respective successors and assigns only. Nothing contained herein will be deemed or construed to inure to the benefit of any other person or party, it being the express intent of Seller, Purchaser, and Escrow Agent that no such person or party will be entitled to any of the benefits hereunder, except as expressly provided herein. 9. This Addendum is intended as a contract under the laws of the State of North Carolina and will be governed thereby and construed in accordance therewith. 10. This Addendum may be executed by electronic signatures, which for all purposes will be deemed to constitute originals. This Addendum may be executed in counterparts, all of which when taken together will be deemed one original. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the day, month and year first above written. SELLER: ROBERT KENNNETH CURRIE Sign: Z-4 ► K Date: & c ESCROW AGENT: Investors Title Insurance Company, a North Carolina corporation By: _ Name: Title: (Page 12 of 12) Buyer Initials Seller Initials f a-- PURCHASER: RHETSO IES, INC Brd Vincent Title: Executive Vice President of Real Estate