NCC213738_MODIFICATION Supporting Doc (LOT SOLD)_20220601

BKO18937PGO1748 WAKE COUNTY, NC
TAMMY L. BRUNNER
REGISTER OF DEEDS
PRESENTED & RECORDED ON
03-01-2022 AT 09:56:45
STATE OF NC REAL ESTATE
EXCISE TAX: $15,000.00
BOOK: 018937 PAGE: 01748 - 01763
This instrument prepared by:
Bradshaw Robinson Slawter, LLP
Post Office Box 607
Pittsboro, NC 27312
REAL ESTATE ID NO. 1773363884
Excise Tax: $15,000.00
Mail after recording to: Grantee
Brief description for the Index: Lot 33, Martin Pond Road Commercial Area, Wendell Falls
NORTH CAROLINA SPECIAL WARRANTY DEED
STATE OF NORTH CAROLINA
COUNTY OF WAKE
THIS DEED made this o' day of 2022, by and between:
NASH WENDELL FALLS, LLC,
a Delaware limited liability company
4020 Westchase Boulevard, Suite 150
Raleigh, North Carolina 27607
("Grantor")
�l
RICHARDSON MULTIFAMILY ASSOCIATES, LLC,
a Delaware limited liability company
300 South Tryon Street, Suite 200
Charlotte, North Carolina 28202
("Grantee")
submitted electronically by "Chicago Title Company, LLC"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the wake County Register of Deeds.
123615749v8

1 BKO18937PGO1749
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 Grantor, for valuable consideration paid by Grantee, the receipt of which is
hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto Grantee in fee
simple, all that certain lot or parcel of land situated in Wake County, North Carolina, and more particularly
described as follows (the "Property"):
BEING ALL of New Commercial Lot 33 consisting of 27.535 acres +/-, as shown on that certain plat
entitled "Final Subdivision, Easement and Right -of -Way Dedication Plat of Wendell Falls
Commercial Lots 30, 31, 32 and 33 & Sanitary Sewer Easement Dedication for Lot 29 for Nash
Wendell Falls, LLC" recorded in Book of Maps 2022, Page 166, Ware County Registry, reference
to which is hereby made for greater certainty of description (the "Plat").
The Property described herein does not include the primary residence of the Grantor.
TO HAVE AND TO HOLD, the aforesaid Property and all privileges and appurtenances thereto
belonging to Grantee in fee simple.
And Grantor covenants with 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, except for the exceptions hereinafter stated. Title to the Property is
conveyed subject to the following exceptions:
1. All restrictions and general notes contained in the Plat referenced above.
2. All matters disclosed by and shown on that certain survey entitled "ALTA/NSPS Land
Title Survey of Wendell Falls -Lot 33" by Jeffrey D. Aker, P.L.S. of McKim & Creed, dated
February 18, 2022, last revised February 25, 2022 (the "Survey").
3. Any right, easement, setback, interest, claim, encroachment, encumbrance, violation, variation or
other adverse circumstance affecting the Title disclosed by plat(s) recorded in Book of Maps 1988,
page 1457, and as shown on the Survey; Book of Maps 2007, pages 1098 thru 1101, and as shown
on the Survey; Book of Maps 2008, pages 349 thru 352, and as shown on the Survey; Book of
Maps 2008, pages 1372 thru 1375, and as shown on the Survey; and Book of Maps 2022, page(s)
166.
4. To the extent applicable to the Property, that Declaration of Easements and Covenant to Share Costs
for Wendell Falls filed for record in Book 16644, page 416, as now and hereafter amended and
supplemented in accordance with its terms, including without limitation, by: that Supplemental
Declaration of Covenants, Conditions and Restrictions for Wendell Falls Commercial Properties
(Tract 4A) recorded in Book 16644, page 489; that Supplemental Declaration of Covenants,
Conditions and Restrictions for Wendell Falls Commercial Properties and Amendment to
Declaration of Easements and Covenant to Share Costs (Lots 8 and 9) recorded in Book 17064, page
799; that First Amendment to the Declaration of Easements and Covenant to Share Costs for Wendell
Falls recorded in Book 17185, page 1126; that Supplemental Declaration of Covenants, Conditions
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 2
123615749v8

BKO18937PGO1750
and Restrictions for Wendell Falls Commercial Properties and Declaration of Easements and
Covenant to Share Costs (Lot 11 and Commercial Common Area #1, Taylor Road) recorded in Book
17185, page 1130; that Supplemental Declaration of Covenants, Conditions and Restrictions for
Wendell Falls Commercial Properties and Amendment to Declaration of Easements and Covenant
to Share Costs (Lot 12, Taylor Road) recorded in Book 17185, page 1143; that Supplemental
Declaration of Covenants, Conditions and Restrictions for Wendell Falls Commercial Properties
and Declaration of Easements and Covenant to Share Costs (Treelight Square) recorded in Book
17290, page 1351; that Amended and Restated Supplemental Declaration of Covenants, Conditions
and Restrictions for Wendell Falls Commercial Properties and Declaration of Easements and
Covenant to Share Costs (Lot 11, Lot 14 and Commercial Common Area # 1, Taylor Road) recorded
in Book 17541, page 2472; that Supplemental Declaration of Covenants, Conditions and
Restrictions for Wendell Falls Commercial Properties and Declaration of Easements and Covenant
to Share Costs (Wendell Valley Blvd.) recorded in Book 17657, page 1718; that First Amendment
to the Supplemental Declaration of Covenants, Conditions and Restrictions for Wendell Falls
Commercial Properties and Declaration of Easements and Covenant to Share Costs (Treelight
Square) recorded in Book 17687, page 1459; that Second Amendment to the Supplemental
Declaration of Covenants, Conditions and Restrictions for Wendell Falls Commercial Properties
and Declaration of Easements and Covenant to Share Costs (Treelight Square) recorded in Book
17939, page 1734; that Third Amendment to the Supplemental Declaration of Covenants,
Conditions and Restrictions for Wendell Falls Commercial Properties and Declaration of Easements
and Covenant to Share Costs (Treelight Square) recorded in Book 18076, page 577; that Fourth
Amendment to the Supplemental Declaration of Covenants, Conditions and Restrictions for
Wendell Falls Commercial Properties and Declaration of Easements and Covenant to Share Costs
(Treelight Square) recorded in Book 18765, page 1607; that Fifth Amendment to the Supplemental
Declaration of Covenants, Conditions and Restrictions for Wendell Falls Commercial Properties
and Declaration of Easements and Covenant to Share Costs (Treelight Square) recorded in Book
18926, page 1370; that First Amendment to the Supplemental Declaration of Covenants, Conditions
and Restrictions for Wendell Falls Commercial Properties and Declaration of Easements and
Covenant to Share Costs (Lots 8 and 9) recorded in Book 18426, Page 196, that Supplemental
Declaration of Covenants, Conditions and Restrictions for Wendell Falls Commercial Properties
and Declaration of Easements and Covenant to Share Costs (Martin Pond Rd.) recorded in Book
18276, page 1175; that First Amendment to Supplemental Declaration of Covenants, Conditions
and Restrictions for Wendell Falls Commercial Properties and Declaration of Easements and
Covenant to Share Costs (Martin Pond Rd.) recorded in Book 18937 , page 1519
5. To the extent applicable to the Property, that Declaration of Covenants, Conditions and Restrictions
for Wendell Falls Commercial Properties filed for record in Book 16644, page 1; as now and
hereafter amended and supplemented in accordance with its terms, including, without limitation,
by: that Supplemental Declaration of Covenants, Conditions and Restrictions for Wendell Falls
Commercial Properties (Tract 4A) recorded in Book 16644, page 489; that First Amendment to the
Declaration of Covenants, Conditions and Restrictions for Wendell Falls Commercial Properties
recorded in Book 17055, page 1098; that Supplemental Declaration of Covenants, Conditions and
Restrictions for Wendell Falls Commercial Properties and Amendment to Declaration of Easements
and Covenant to Share Costs (Lots 8 and 9) recorded in Book 17064, page 799; that Supplemental
Declaration of Covenants, Conditions and Restrictions for Wendell Falls Commercial Properties
and Declaration of Easements and Covenant to Share Costs (Lot 11 and Commercial Common Area
#1, Taylor Road) recorded in Book 17185, page 1130; that Supplemental Declaration of Covenants,
Conditions and Restrictions for Wendell Falls Commercial Properties and Amendment to
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 3
123615749v8

I BKO18937PGO1751
Declaration of Easements and Covenant to Share Costs (Lot 12, Taylor Road) recorded in Book
17185, page 1143; that Supplemental Declaration of Covenants, Conditions and Restrictions for
Wendell Falls Commercial Properties and Declaration of Easements and Covenant to Share Costs
(Treelight Square) recorded in Book 17290, page 1351; that Amended and Restated Supplemental
Declaration of Covenants, Conditions and Restrictions for Wendell Falls Commercial Properties
and Declaration of Easements and Covenant to Share Costs (Lot 11, Lot 14 and Commercial
Common Area #1, Taylor Road) recorded in Book 17541, page 2472; that Supplemental
Declaration of Covenants, Conditions and Restrictions for Wendell Falls Commercial Properties
and Declaration of Easements and Covenant to Share Costs (Wendell Valley Blvd.) recorded in
Book 17657, page 1718; that Second Amendment to the Declaration of Covenants, Conditions and
Restrictions for Wendell Falls Commercial Properties recorded in Book 17687, page 1454; that
First Amendment to the Supplemental Declaration of Covenants, Conditions and Restrictions for
Wendell Falls Commercial Properties and Declaration of Easements and Covenant to Share Costs
(Treelight Square) recorded in Book 17687, page 1459; that Declaration of Easements and
Covenant to Share Costs Relating to Wendell Falls - Treelight Square Lots 17, 18, 19 and
Commercial Area #2 recorded in Book 17687, page 1471; that Second Amendment to the
Supplemental Declaration of Covenants, Conditions and Restrictions for Wendell Falls
Commercial Properties and Declaration of Easements and Covenant to Share Costs (Treelight
Square) recorded in Book 17939, page 1734; that Third Amendment to the Declaration of
Covenants, Conditions and Restrictions for Wendell Falls Commercial Properties recorded in Book
17939, page 1747; that Third Amendment to the Supplemental Declaration of Covenants,
Conditions and Restrictions for Wendell Falls Commercial Properties and Declaration of
Easements and Covenant to Share Costs (Treelight Square) recorded in Book 18076, page 577;
that Fourth Amendment to the Supplemental Declaration of Covenants, Conditions and
Restrictions for Wendell Falls Commercial Properties and Declaration of Easements and Covenant
to Share Costs (Treelight Square) recorded in Book 18765, page 1607; that Fifth Amendment to
the Supplemental Declaration of Covenants, Conditions and Restrictions for Wendell Falls
Commercial Properties and Declaration of Easements and Covenant to Share Costs (Treelight
Square) recorded in Book 18926, page 1370; that Supplemental Declaration of Covenants,
Conditions and Restrictions for Wendell Falls Commercial Properties and Declaration of
Easements and Covenant to Share Costs (Martin Pond Rd.) recorded in Book 18276, page 1175;
that First Amendment to the Supplemental Declaration of Covenants, Conditions and Restrictions
for Wendell Falls Commercial Properties and Amendment to Declaration of Easements and
Covenant to Share Costs (Lots 8 and 9) recorded in Book 18426, page 196; that First Amendment
to Supplemental Declaration of Covenants, Conditions and Restrictions for Wendell Falls
Commercial Properties and Declaration of Easements and Covenant to Share Costs (Martin Pond
Rd.) recorded in Book 18937, page 1519
6. Terms and conditions and developer obligations as they relate to or impact the insured Land set
forth in Development Agreement recorded in Book 12069, page 2143; as amended by Amendment
to Development Agreement recorded in Book 14422, page 1679; as assigned and assumed by
Assignment and Assumption of Development Agreement (Wendell Falls) recorded in Book 15478,
page 1664; as assigned and supplemented by Consent to Assignment of Development Agreement
and Supplementary Declaration to Add Property to Development Agreement recorded in Book
15478, page 1671; as amended by Second Amendment to Development Agreement recorded in
Book 15762, page 644; as amended by Third Amendment to Development Agreement recorded in
Book 15978, page 995; as amended by Fourth Amendment to Development Agreement recorded
in Book 15996, page 1725; as amended by Fifth Amendment to Development Agreement recorded
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 4
123615749v8

BKO18937PGO1752
in Book 16215, page 666; as amended by Sixth Amendment to Development Agreement recorded
in Book 16468, page 2668, which is corrected by Corrected Sixth Amendment to Development
Agreement recorded in Book 16473, page 427; as amended by Seventh Amendment to
Development Agreement recorded in Book 17255, page 92; and as amended by Eighth
Amendment to Development Agreement recorded in Book 17868, page 2746.
7. Declaration of Restrictive Covenants for Jurisdictional Wetlands recorded in Book 13267, page
556, and as shown on the Survey.
8. Easement to Carolina Power & Light Company, doing business as Progress Energy
Carolinas, Inc. recorded in Book 12671, page 1021, and as shown on the Survey.
9. Easement(s) to Carolina Power & Light Company recorded in Book 919, page 215; Book
919, page 270; Book 949, page 131; Book 972, page 251; Book 972, page 301; Book 1033,
page 138; Book 1113, page 360; Book 1535, page 26; Book 1535, page 27; Book 2484,
page 317; and Book 2973, page 269.
10. The Declaration of Temporary Easements recorded in the Wake County, North Carolina
Office of the Register of Deeds on - March 1, 2022 in Book 18937 , Page 1511 et seq.
11. The Wendell Falls PUD Plan Document, adopted November 9, 2015 by the Town of
Wendell, as amended on September 10, 2018 and as the same may be amended.
12. Rights of upper and lower riparian owners in and to the waters of streams, creeks or
branches crossing or adjoining the Property, and the natural flow thereof, free from
diminution or pollution.
13. Ad valorem property taxes for the year 2022, and subsequent years, not yet due and payable.
14. The covenants, conditions and restrictions set forth in Exhibit "A" attached hereto and
incorporated herein by reference.
15. The declarations restricting certain uses on the property recorded at Book 16646, Page 486,
Book 17657, Page 1740, Book 17687, Page 1498 and Book 18765, Page 1615, Wake
County Registry.
16. Deed of Easement with General Warranty for Temporary Construction Easement recorded in Book
18903, Page 2399, Wake County Registry.
[remainder of page intentionally left blank, signature on the following page]
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 5
123615749v8

BK018937PG01753
IN WITNESS WHEREOF, Grantor has caused this instrument to be signed in its company name
the day and year first above written.
NASH WENDELL FALLS, LLC,
a Delaware limited liability company
Name: CL V► S
STATE OF NORTH CAROLINA, COUNTY OF W X K C
I, P- a Notary Public of C •sM County and
State aforesaid do hereby certify that -reftga Mid, Authorized Signatory for NASH WENDELL
FALLS, LLC, a Delaware limited liabilit mpany, personally appeared before me this day and
acknowledged the due execution of the foregoing instrument on behalf of the company for the purposes
therein expressed.
r
Witness my hand and official stamp or seal, this 2 day of , 20 Z �.
``\\```���►p1 i i fR rrt%
V OTARy �O
Lly Commission Expires
3.10.2026 V —
y PUBL.UG ='
SEAL -STAMP PzV//,, 4M cy`
1►rnr11151�
Notary Public
My commission expires: 3 - 10 "'zy2-r—
123615749v8

BK018937PG01754
EXHIBIT "A" to Deed
Agreement of Covenants, Conditions and Restrictions
This Agreement is made and entered into this at �h day of tr_V)1nA� —, 2022, by and between
the undersigned Grantor and Grantee.
For and in consideration of the conveyance of the Property by Grantor to Grantee and other good
and valuable consideration, the receipt of which is hereby acknowledged, Grantor and Grantee covenant
and agree as follows:
1. Oblilzation to Improve Property.
(a) Grantor has agreed to sell the Property to Grantee in reliance on Grantee's
representation and warranty that it is Grantee's current intent to have "commenced construction" (as
defined herein) of the Grantee Improvements (hereinafter defined) on the Property on or before the date
that is twelve (12) months following the date this Deed is recorded (such date, the "Construction
Commencement Deadline"), and to have "completed" (as defined herein) construction of the Grantee
Improvements on or before the date that is eighteen (1 S) months following the earlier of the Construction
Commencement Deadline and the date on which Grantee has "commenced construction" of the Grantee
Improvements (the "Construction Completion Deadline"). The "Grantee Improvements" shall consist of
a multifamily residential apartment complex, containing not more than three hundred fifteen (315)
apartment units and associated amenities and not more than fifty (50) for -rent townhomes ("Grantee's
Intended Use"), the design of which structures and amenities shall have been approved in accordance with
the terms of that certain Commercial Land Purchase Sale Agreement between Grantor an Grantee, dated
June 16, 2021 (the "PSA") (including in accordance with the Declaration and Commercial Design
Guidelines for Wendell Falls commercial properties). Grantee acknowledges that Grantor would not have
sold the Property to Grantee but for Grantee's representation and warranty to achieve "commencement of
construction" (as defined herein) of the Grantee Improvements on the Property on or before the
Construction Commencement Deadline and to have "completed" construction on or before the
Construction Completion Deadline. In the event that Grantee has, subject to Force Majeure (as defined
herein below)(but only for the duration of the Force Majeure condition on a day -for -day basis) either: (i)
not "commenced construction" of the Grantee Improvements on the Property for Grantee's Intended Use
on or before the Construction Commencement Deadline (the "Commencement Trigger"), or (ii) not
"completed" construction of the Grantee Improvements on the Property on or before the Construction
Completion Deadline (the "Completion Trigger"), then Grantor may require Grantee to reconvey the
Property to Grantor for the Option Repurchase Price (hereafter defined), payable in cash at the closing of
the repurchase of the Property (the "Repurchase Option"). Grantor shall not be obligated to (1) reimburse
Grantee for any taxes or maintenance charges paid by Grantee with respect to the Property or any other
sums paid by Grantee in connection with the purchase of the Property, or (2) pay Grantee any interest on
the purchase price paid by Grantee for the Property. Notwithstanding anything herein to the contrary, if
at any time prior to completion of construction on the Property, Grantee has provided Grantor with a
payment and performance bond (the "Bond") acceptable to Grantor from a surety authorized to do
business in North Carolina under which payment and performance bond (A) Grantor is the obligee, and
(B) completion of construction of the Grantee Improvements on the Property and payment of 100% of all
anticipated hard and soft costs of construction of the Grantee Improvements on the Property is guaranteed,
then the aforesaid Repurchase Option based on failure to meet the Construction Completion Deadline may
not be exercised by Grantor so long as such Bond remains in place, is in full force and effect and has not
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 7
123615749v8

BKO18937PGO1755
been terminated or otherwise cancelled (any such termination or other cancellation of the Bond being
referred to herein as the "Bond Termination Trigger").
For all purposes of the terms of this Exhibit A, "commenced construction" and/or "commencement
of construction" shall mean only upon (i) issuance of a building permit by the appropriate governmental
entity authorizing the construction of Grantee's Intended Use on the Property in accordance with the
approved site plans and the Declaration; (ii) the completion of footings, site grading, and a foundation or
slab for a building on the Property substantially in accordance with the approved site plans; and (iii)
physical commencement of construction of vertical components of a building on the Property. For all
purposes of the terms of this Exhibit A, construction of the Grantee Improvements shall be deemed
"completed" on the date on which the first of the following has occurred: (a) the apartment clubhouse
shall have received a certificate of occupancy from the applicable issuing governmental body or (b) the
first apartment building constituting a portion of the Grantee Improvements shall have received a
certificate of occupancy from the applicable issuing governmental body. For all purposes of the terms of
this Exhibit A, "Option Repurchase Price" shall mean, with respect to Grantor's repurchase of the
Property: (1) as a result of the Commencement Trigger, a sum of money equal to the Iesser of (A) one
hundred percent (100%) of the purchase price paid by Grantee for the Property and (B) the Fair Market
Value of the Property determined pursuant to the process hereinbelow set forth; and (2) as a result of the
Completion Trigger, a sum of money equal to one hundred percent (100%) of the Fair Market Value of
the Property determined pursuant to the process hereinbelow set forth.
(b) The aforesaid Repurchase Option based on the occurrence of the Commencement
Trigger shall be exercisable by Grantor or its nominee at any time within six (6) months after the
Construction Commencement Deadline, provided that Grantee has not achieved "commencement of
construction" of the Grantee Improvements on the Property prior to Grantor's exercise of such Repurchase
Option (the earlier of such 6 month period or the date of "commencement of construction", hereafter being
referred to as the "Commencement Repurchase Termination Date"). Grantor shall exercise the aforesaid
Repurchase Option, if at all, by delivering written notice to Grantee or the then owner of the Property
("Repurchase Notice"), and specifying the date for closing, which is within forty-five (45) days after
Grantor's delivery of the Repurchase Notice.
(c) The aforesaid Repurchase Option based on the occurrence of the Completion
Trigger shall be exercisable by Grantor or its nominee at any time within the six (6) months after the
Construction Completion Deadline, provided that Grantee has not "completed" construction of the
Grantee Improvements on the Property (the last day of such applicable 6 month period or, if earlier, the
date Grantee has "completed" construction of the Grantee Improvements, being the "Completion
Repurchase Termination Date"). Notwithstanding the foregoing, however, if the Bond is effective as of
the Construction Completion Deadline, and Grantee has then failed to have "completed" construction of
the Grantee Improvements, the Repurchase Option shall be exercisable by Grantor thereafter only upon
the occurrence of the Bond Termination Trigger, and only for the earlier of six (6) months thereafter or
the date Grantee "completed" construction of the Grantee Improvements, and the Completion Repurchase
Termination Date shall be the date that is the earlier of six (6) months following the Bond Termination
Trigger or the date Grantee "completed" construction of the Grantee Improvements.
(d) If Grantor exercises the Repurchase Option, Grantor shall pay to Grantee the
aforesaid Option Repurchase Price and Grantee shall execute and deliver a special warranty deed to the
Property, subject only to the exceptions set forth in this Deed, and any other exceptions which Grantor
may have consented to or requested Grantee to create (the "Permitted Encumbrances"). The Repurchase
Option and all of Grantor's rights under this Section I and Section 3, shall be subject and subordinate to,
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 8
123615749v8

BK018937PGO1756
in all events, the terms of any construction mortgage loan obtained by Grantee and secured by a lien or
other security interest in favor of a construction lender in any portion of the Property. This Repurchase
Option shall automatically terminate, expire and shall be null and void and of no further force and effect
whatsoever on the Commencement Repurchase Termination Date. Notwithstanding the foregoing or
anything else herein to the contrary, Grantor's Repurchase Option as to the Property based on the
Completion Trigger shall automatically terminate, expire and shall be null, void and of no further force
and effect whatsoever on the Completion Repurchase Termination Date. The Repurchase Option shall
not apply to a foreclosure sale, or a conveyance in lieu of foreclosure, or the exercise of any other remedies
by any lender that has provided financing to Grantee for the acquisition of or construction of Grantee
Improvements on the Property. If requested by Grantee, Grantor agrees to execute an instrument of
subordination with respect to its rights hereunder to any institutional first mortgage lender; provided that
any such subordination agreement shall be mutually agreed to between Grantee and Grantor (subject to
such adjustments as may be required by Grantee's lender so long as such adjustments are reasonable).
(e) Within ten (10) business days after Grantor's delivery of the Repurchase Notice,
Grantee and Grantor shall meet to endeavor in good faith to agree upon the fair market value of the
Property ("Fair Market Value"). If Grantee and Grantor cannot mutually agree upon the Fair Market
Value of the Property, then, within five (5) business days after the expiration of the aforesaid 10-business
days period, Grantor shall furnish Grantee in writing the name of a person who has experience in
appraising the value of commercial real property in Wake County, North Carolina and who has been
engaged by Grantor to determine the Fair Market Value of the Property and any improvements on the
Property (hereinafter the "Grantor's Appraiser'). Within five (5) business days after Grantee's receipt of
the name of Grantor's Appraiser, Grantee shall furnish Grantor in writing the name of a person who has
expertise in appraising the value of commercial real property in Wake County, North Carolina and who
has been engaged by Grantee to determine the Fair Market Value of the Property and any improvements
on the Property (hereinafter the "Grantee's Appraiser"). Within ten (10) days after Grantee furnishes the
name of Grantee's Appraiser pursuant to this section, Grantee's Appraiser and Grantor's Appraiser shall
meet and set a Fair Market Value for the Property and any improvements on the Property, which Fair
Market Value is mutually agreeable to both appraisers. Such mutually agreeable Fair Market Value as
determined by the appraisers shall constitute the Fair Market Value for purposes of determining the Option
Repurchase Price. In the event that Grantor's Appraiser and Grantee's Appraiser cannot mutually agree
upon the Fair Market Value of the Property and the improvements on the Property within said 10- day
period, then in such event Grantor's Appraiser and Grantee's Appraiser shall, within five (5) business days
after the expiration of the 10-day period, agree upon the name of a third person who has experience in
appraising the value of commercial real property in Wake County, North Carolina and such name shall be
submitted to Grantor and Grantee. Grantor and Grantee shall immediately engage said third appraiser
(hereinafter the "Third Appraiser") with the expense of such employment being equally shared by Grantor
and Grantee. The Third Appraiser shall be engaged by the parties within ten (10) days after the Third
Appraiser's name is furnished to Grantor and Grantee by Grantor's Appraiser and Grantee's Appraiser.
Within thirty (30) days after the Third Appraiser is engaged, the Third Appraiser shall review the
appraisals of Grantor's Appraiser and Grantee's Appraiser and/or meet with them and determine from the
information provided by Grantor's Appraiser and Grantee's Appraiser and from his own examination, a
Fair Market Value for the Property and the improvements on the Property. The Third Appraiser's
determination of the Fair Market Value of the Property and the improvements thereon shall constitute the
Fair Market Value for purpose of establishing the Option Repurchase Price. In the event that Grantee's
Appraiser and Grantor's Appraiser are unable to agree upon the name of a Third Appraiser or in the event
the Third Appraiser is unwilling or unable to determine the Fair Market Value of the Property and the
improvements on the Property, then in such event Grantor and Grantee shall submit the issue of the Fair
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 9
123615749v8

BKO18937PGO1757
Market Value of the Property and the improvements on the Property to binding arbitration with the
American Arbitration Association (hereinafter the "AAA") in accordance with the AAA's Commercial
Rules of Arbitration. Either party may submit the petition for such arbitration and the arbitration fees and
arbitration costs shall be shared equally between the parties. The arbitrator's decision as to the Fair Market
Value shall be binding on Grantor and Grantee and shall constitute the Fair Market Value for the purposes
hereof.
Within ten (10) days after request of Grantee or its successor -in -title, at any time. after Grantor's
repurchase rights set forth in this Sectionl and Section 2 below hereof have terminated, expired or been
waived in writing by Grantor, Grantor shall deliver to Grantee a document in recordable form
acknowledging such termination, expiry, or waiver.
For the purpose of this Section 1 of this Exhibit "A" to Deed, the term "Force Majeure" shall mean,
collectively, adverse weather conditions and natural disasters, acts of terrorism, war, civil unrest,
governmental or regulatory delays or moratoriums, labor strikes, acts of any third party not within
Grantee's or Grantor's reasonable control, and any other cause, event, or circumstance that is not within
Grantee's or Grantor's reasonable control.
2. RiLyht of First Refusal.
(a) Grantee hereby represents to Grantor that Grantee has entered into this Agreement
and is purchasing the Property hereunder solely for Grantee's Intended Use. Grantee expressly represents
to Grantor that it is not purchasing the Property with the current intent to resell any of the Property in an
unimproved condition to other parties. Grantee hereby grants to Grantor the preferential and exclusive
right to repurchase the Property from Grantee in the event that Grantee does not desire to build the Grantee
.Improvements and intends to sell the Property to others in its unimproved condition (the "ROFR!').
(b) In the event that Grantee offers all, or any part, of the Property for sale, exchange
or other form of conveyance prior to the commencement of construction of the Grantee Improvements
thereon and Grantee shall have received an acceptable bona fide written offer (the "Sales Offer", which
Sales Offer must state a purchase price payable in cash and/or on specific terms) for the sale of the
Property, or portion thereof, to a third party, Grantee shall, before accepting any such third party offer,
offer to sell the Property to Grantor at such price, and Grantor shall, within a period of fifteen (15) days
after Grantee shall have given Grantor notice and a copy of the Sales Offer ("ROFR Notice"), accept or
reject Grantee's offer to repurchase the Property.
If Grantor accepts Grantee's aforesaid offer, Grantor shall repurchase the Property from Grantee
for the ROFR Repurchase Price, payable in cash at the closing of the repurchase of the Property. For the
purposes hereof, "ROFR Repurchase Price" shall mean the lesser of: (i) the Purchase Price that Grantee
paid to Grantor for the Property; or (ii) the purchase price that Grantee is willing to accept_(and has actually
been offered via a bona fide third party offer) from a third party purchaser for such Property. If Grantor
fails or refuses, within such fifteen (15) day period, to give Grantee written notice as to whether Grantor
accepts or rejects such offer, Grantor shall be deemed to have rejected such offer and Title Company shall
be authorized by Grantor to rely on an affidavit of Grantee that the ROFR Notice was properly given and
Grantor rejected such offer in issuing title insurance in connection with the transaction evidenced by the
Sales Offer. Notwithstanding the foregoing, if requested in writing by Grantee, Grantor shall execute and
deliver, within fifteen (15) days after Grantor receipt of such request, written confirmation of the waiver
of the ROFR in a form reasonably acceptable to Grantee and Grantor. The repurchase shall occur on the
later of (i) the date specified in the Sales Offer or (ii) thirty (30) days after Grantor accepts Grantee's offer
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 10
123615749v8

BKO18937PGO1758
to repurchase the Property. Simultaneously with the payment of said purchase price to Grantee, Grantee
shall execute and deliver a special warranty deed to the Property to Grantor, subject only to the Permitted
Encumbrances. The closing of the repurchase hereunder shall occur at the same location as the Closing
and the costs of closing shall be paid for as specified in the Sales Offer. Grantee hereby agrees that Grantor
may have the right of specific performance against Grantee to enforce Grantor's preferential repurchase
rights created hereunder and that any contract or sale made in violation of this Section 2 shall be null and
void. If Grantor rejects Grantee's offer to sell the Property as provided above, or cancels the repurchase
prior to the closing of the same, or fails to timely close on its repurchase hereunder, Grantee may thereafter,
within one hundred eighty 180 days from the date of Grantor's rejection or cancellation, consummate the
sale of the Property to a third party without again being required to offer the Property to Grantor; provided,
however, that, upon such sale Grantee shall pay to Grantor the total consideration Grantee receives from
such sale in excess of the sum of: (i) the ROFR Repurchase Price; plus (ii) the documented direct out-of-
pocket costs associated with Grantee's ownership of such Property and paid to arm's length third -parties;
plus (iii) interest on the ROFR Repurchase Price equal to ten percent (10%) per annum from the date
Grantee took title to such Property until the closing of the sale thereof (such excess being referred to herein
as the "Excess Consideration"). This Grantor right shall automatically terminate, expire and shall be null,
void and of no further force and effect whatsoever on the date of "commencement of construction" by
Grantee of the Grantee Improvements on the Property as contemplated herein.
(c) The ROFR, and all of Grantor's rights under this Section 2 and Section 3, shall be subject
and subordinate to, in all events, the terms of any mortgage loan obtained by Grantee and secured by the
Property, and the rights of any lender thereunder (and the foreclosure of the Property (or any portion
thereof) by any such lender or any transfer of the Property (or any portion thereof) by deed in lieu of
foreclosure shall not be subject to the Grantor's rights hereunder or constitute a sale, exchange, transfer
or other form of conveyance in violation of the terms hereof). If requested by Grantee, Grantor agrees to
execute an instrument of subordination with respect to its rights hereunder to any institutional first
mortgage lender; provided that any such subordination agreement shall be mutually agreed to between
Grantee and Grantor (subject to such adjustments as may be required by Grantee's lender so long as such
adjustments are reasonable).
3. Repurchase Documentation. At the closing of the repurchase under either Section 1 or Section
2 above, the transferor shall execute and deliver to Grantor: (i) the special warranty deed referenced above;
(ii) a non -foreign (FIRPTA) affidavit; (iii) an owner's no -lien affidavit; (iv) if applicable, an affidavit
representing and warranting to Grantor that, to Grantee's actual knowledge, there has been no change in
the environmental condition of the Property during Grantee's or any authorized successor's ownership
thereof; (v) a counterpart closing statement in form approved by Grantor; (vi) appropriate evidence as may
be required by Grantor's title company to establish the authority of the transferor to enter into and close
the transaction; (vii) in the event that any impact fee credits were assigned by Grantor to Grantee as to
such Property, a re -assignment of such impact fee credits to Grantor executed by the transferor; and (viii)
any other documents reasonably necessary or appropriate to complete and evidence the transaction to take
place at such repurchase closing.
4. Release. Upon written request of Grantee or its successor -in -title at any time after satisfaction of
any of the foregoing covenants and restrictions, Grantor shall execute and deliver to Grantee a release of
such covenant in recordable form.
5. PROPERTY CONVEYED AS -IS, WHERE IS. THE PROPERTY IS BEING CONVEYED
IN ITS "AS IS, WHERE IS" CONDITION "WITH ALL FAULTS", AS SET FORTH BELOW.
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 11
123615749v8

BKO18937PGO1759
GRANTEE ACKNOWLEDGES AND ACCEPTS TO THE FULLEST EXTENT PERMITTED BY
LAW THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11 OF THE PSA OR
OTHERWISE EXPRESSLY SET FORTH OR REQUIRED IN THE PSA OR IN ANY
DOCUMENTS DELIVERED BY GRANTOR AT CLOSING, INCLUDING THIS DEED,
GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY NEGATES AND
DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS,
AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, OF, AS TO, CONCERNING, OR
WITH RESPECT TO, (I) THE QUALITY, NATURE, ADEQUACY OR PHYSICAL CONDITION
OF THE PROPERTY INCLUDING, BUT NOT LIMITED TO, ANY STRUCTURAL
ELEMENTS, FOUNDATION, ACCESS, LANDSCAPING, SEWAGE OR UTILITY SYSTEMS
AT THE PROPERTY, IF ANY; (II) THE QUALITY, NATURE, ADEQUACY OR PHYSICAL
CONDITION OF SOILS, INCLUDING WITHOUT LIMITATION THE PRESENCE AND
EFFECTS OF ACIDIC SOILS, AND GROUND WATER OR THE EXISTENCE OF GROUND
WATER AT THE PROPERTY; (III) THE EXISTENCE, QUALITY, NATURE, ADEQUACY OR
PHYSICAL CONDITION OF ANY UTILITIES SERVING THE PROPERTY; (IV) THE
DEVELOPMENT POTENTIAL OF THE PROPERTY, ITS VALUE, ITS PROFITABILITY, ITS
HABITABILITY, MERCHANTABILITY OR FITNESS, SUITABILITY OR ADEQUACY OF
THE PROPERTY FOR ANY PARTICULAR PURPOSE; (V) THE ZONING OR OTHER LEGAL
STATUS OF THE PROPERTY; (VI) THE COMPLIANCE OF THE PROPERTY OR ITS
OPERATIONS WITH ANY APPLICABLE CODE, STATUTE, LAW, ORDINANCE, RULE,
REGULATION, COVENANT, PERMIT, AUTHORIZATION, STANDARD, CONDITION OR
RESTRICTION OF ANY GOVERNMENTAL OR REGULATORY AUTHORITY; (VII) THE
QUALITY OF ANY LABOR OR MATERIALS RELATING IN ANY WAY TO THE
PROPERTY; (VIII) THE SQUARE FOOTAGE OR ACREAGE OF THE PROPERTY; (IX) THE
OPERATION OF THE PROPERTY FROM THE DATE HEREOF UNTIL THE CLOSING; (X)
THE PRESENCE ON, IN, UNDER OR NEAR THE PROPERTY OF (INCLUDING WITHOUT
LIMITATION ANY RESULTANT OBLIGATION UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT ("CERCLA") 42
U.S.C. § 9601 et seq. AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER
("CERCLA"), THE RESOURCE CONSERVATION AND RECOVERY ACT ("RCRA"), 42
U.S.C. § 6973 et seq., ANY STATE STATUTE OR REGULATION, OR OTHERWISE, TO
REMOVE, REMEDIATE OR RESPOND TO) ASBESTOS CONTAINING MATERIAL, RADON,
METHANE GAS, ARSENIC, ACIDIC SOILS, UREA FORMALDEHYDE OR ANY OTHER
TOXIC, HAZARDOUS OR OTHERWISE REGULATED WASTE, SUBSTANCE, CHEMICAL,
POLLUTANT OR CONTAMINANT; (XI) COMPLIANCE OF THE PROPERTY, OR
COMPLIANCE OF PAST OWNERS AND OPERATORS OF THE PROPERTY, IN REGARD
TO ANY PAST, PRESENT AND FUTURE FEDERAL, STATE AND LOCAL
ENVIRONMENTAL PROTECTION, POLLUTION CONTROL, POLLUTION CLEANUP, AND
CORRECTIVE ACTION LAWS, RULES, REGULATIONS, ORDERS, AND REQUIREMENTS
(INCLUDING WITHOUT LIMITATION CERCLA, RCRA, AND OTHERS PERTAINING TO
THE USE, HANDLING, GENERATION, TREATMENT, STORAGE, RELEASE, DISPOSAL,
REMOVAL, REMEDIATION OR RESPONSE TO, OR NOTIFICATION OF
GOVERNMENTAL ENTITIES CONCERNING, TOXIC, HAZARDOUS, OR OTHERWISE
REGULATED WASTES, SUBSTANCES, CHEMICALS, POLLUTANTS OR
CONTAMINANTS), OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR
REQUIREMENTS, AND (XII) ANY OTHER STATE OF FACTS WHICH EXIST WITH
RESPECT TO THE PROPERTY. SPECIFICALLY, BUT NOT IN LIMITATION OF THE
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 12
123615749v8

BKO18937PGO1760
FOREGOING, SUBJECT TO GRANTOR'S EXPRESS REPRESENTATIONS, WARRANTIES,
AND COVENANTS HEREUNDER, GRANTEE FURTHER ACKNOWLEDGES THAT
GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND
DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING COMPLIANCE OF
THE PROPERTY WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND
USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING,
WITHOUT LIMITATION, THOSE PERTAINING TO SOLID WASTE, AS DEFINED BY THE
U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261,
OR THE DISPOSAL OR EXISTENCE, IN OR ON THE PROPERTY, OF ANY HAZARDOUS
SUBSTANCES, AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE
COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND THE REGULATIONS
PROMULGATED THEREUNDER. GRANTEE SHALL RELY SOLELY ON ITS OWN
INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR
TO BE PROVIDED BY GRANTOR, ITS AGENTS OR CONTRACTORS PRIOR TO OR AFTER
THE EXECUTION OF THE PSA. GRANTOR SHALL NOT BE LIABLE OR BOUND IN ANY
MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF,
FURNISHED BY ANY PARTY PURPORTING TO ACT ON BEHALF OF GRANTOR
WHETHER MADE PRIOR TO OR AFTER THE EXECUTION OF THIS AGREEMENT.
NOTHING IN THIS SECTION S SHALL NEGATE THE SPECIAL WARRANTY OF TITLE SET
FORTH IN THIS DEED OR ANY EXPRESS REPRESENTATION OF GRANTOR SET FORTH
IN SECTION 11(b) OF THE PSA. GRANTEE ACKNOWLEDGES THAT GRANTEE SHALL
NOT RELY, AND IS NOT RELYING, UPON ANY INFORMATION, DOCUMENT, SALES
BROCHURES OR OTHER LITERATURE, MAPS, SKETCHES, DRAWINGS, PLANS,
PROJECTION, PROFORMA, STATEMENT, REPRESENTATION, GUARANTEE OR
WARRANTY (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, MATERIAL OR
IMMATERIAL) THAT MAY HAVE BEEN GIVEN BY OR MADE BY OR ON BEHALF OF
GRANTOR. GRANTEE ACKNOWLEDGES THAT BY THE END OF THE INSPECTION
PERIOD, GRANTEE WILL HAVE HAD AN ADEQUATE OPPORTUNITY TO MAKE SUCH
LEGAL, FACTUAL AND OTHER INQUIRIES AND INVESTIGATIONS AS GRANTEE
DEEMS NECESSARY, DESIRABLE OR APPROPRIATE WITH RESPECT TO THE
PROPERTY. SUCH INQUIRIES AND INVESTIGATIONS OF GRANTEE SHALL BE
DEEMED TO INCLUDE AN ENVIRONMENTAL AUDIT OF THE PROPERTY, AN
INSPECTION OF THE PHYSICAL COMPONENTS AND GENERAL CONDITION OF ALL
PORTIONS OF THE PROPERTY, SUCH STATE OF FACTS AS AN ACCURATE SURVEY
AND INSPECTION WOULD SHOW, THE PRESENT AND FUTURE ZONING AND LAND USE
ORDINANCES, RESOLUTIONS AND REGULATIONS OF THE CITY, COUNTY AND STATE
WHERE THE PROPERTY IS LOCATED AND THE VALUE AND MARKETABILITY OF THE
PROPERTY. THIS PARAGRAPH AND ALL OF ITS PROVISIONS SHALL SURVIVE
CLOSING AND RECORDATION OF THE DEED.
6. Apartment Unit and For -Rent Townhonies Entitlement; Reversion of Unused Entitlement.
To the extent the final number of apartment units constructed on the Property is less than 315, and/or the
total number of for -rent townhomes constructed on the Property is less than 50, the entitlements for the
number of units fewer than 315 or 50, as applicable, shall revert to the Seller.
7. Additional Covenants. Grantee accepts the Property subject to the following restriction: use of
the Property shall be restricted to Grantee's Intended Use unless Grantor consents in a recorded writing
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 13
12361574M

BKO18937PGO1761
to an alternate use. Such restriction shall automatically terminate on the date that is ten (10) years
following the date of this Deed.
S. Amendment. The terms of this Exhibit A may be amended only by a written instrument signed
by Grantor, its successors or assigns, and by Grantee, its successors, assigns, or successor -in -title to the
Property, referencing this instrument and recorded in the Office of the Register of Deeds for Wake County,
North Carolina.
[signatures begin on the following page]
NORTH CAROLINA
SPECIAL WARRANTY DEED PAGE 14
12361574M

BKO18937PGO1762
IN WITNESS WHEREOF, the parties have set their hands and seals as of the a0h day of
2022.
GRANTOR: NASH WENDELL FALLS, LLC,
a Delaware limited liability company
STATE OF NORTH CAROLINA, COUNTY OF WA K
I, l (m Gr 5 `5Cso'y` , a Notary Public of C ne..A ci W
County and State aforesaid do hereby certify that r Vk , Authorized Signatory for NASH
WENDELL FALLS, LLC, a Delaware limited liability dompany, personally appeared before me this day
and acknowledged the due execution of the foregoing instrument on behalf of the company for the
purposes therein expressed.
Witness my hand and official stamp or seal, this Z Sfk
day of J-[ O!7 , 20�L
O� x40TARY �00 Notary Public
�� Zs
z My commission Expires
3 tU 2Q2fi C5
S� PUBLIC, My commission expires: - D - Zee A
SEAL -STAMP ',l��� 4MrrCr��'�` `
[signatures continued on next page]
NORTH CAROLINA
SPECIAL WARRANTY DEED
PAGE I5
123615749v8

BKO18937PGO1763
GRANTEE: RICHARDSON MULTIFAMILY ASSOCIATES,
LLC, a Delaware limited liability company
By: Richardson Multifamily Investors, LLC,
a Delaware limited liability company, its
managing member
By: Spectrum Manager, LLC,
a North Carolina limited liability company,
its manAthorized
X
B
B4=
y:
. McClure
Title: AMember
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
I, a Notary Public in and for Mecklenburg County, North Carolina,
certify that StephA M. McClure personally came before me this day and the foregoing instrument was
signed by him in my presence.
Witness my hand and official seal this ") day of , 2022.
[NOTARY SEAL] �� I
Nckary Public
My Commission Expires: l JaQPU 2022
Jaclyn Kempf
Notary Public
Mecklenburg County, NC
My Commission Expires 10/11/2026
NORTH CAROLINA
SPECIAL WARRANTY DEED

Certificate of Coverage
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES
GENERAL PERMIT NO. NCG010000
NC Reference No. NCG01-2021-3738
Certificate of Coverage No. NCC213738
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and regulations
promulgated and adopted by the North Carolina Environmental Management Commission, and the Federal Water
Pollution Control Act, as amended,
Nash Wendell Falls, LLC
is hereby authorized to discharge stormwater associated with CONSTRUCTION ACTIVITIES to surface waters of North
Carolina from a site located at:
Wendell Falls - Richardson Tract Clearing Plan
0 Wendell Falls Parkway
Wendell
Wake County
in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in N.C. General Permit
No. NCG010000.
This Certificate of Coverage is affiliated with E&SC Plan Project No. SEC-046501-2021
This Certificate of Coverage shall become effective 6/23/2021.
This Certificate of Coverage shall remain in effect until rescinded or expired.
This Certificate of Coverage will expire on the anniversary of its effective date unless it is renewed by payment of the
annual administration and compliance fee.
for Brian Wrenn
Director, Division of Energy, Mineral, and Land Resources
By the Authority of the Environmental Management Commission