SWA000216_Development Agreement_20230801

PURCHASE AGREEMENT AND
ESCROW INSTRUCTIONS
(.592 ACRES NWC OLD US HWY 52 & HICKORY TREE RD.
WINSTON-SALEM,DAVIDSON CO.,NC)
Seller: Hubbard Realty of Winston-Salem, Inc. (50%undivided interest)
1598 Westbrook Plaza Drive, Ste. 200
Winston-Salem,NC 27103
Attention: Bruce R. Hubbard
E-Mail: [e-mail]
And
Taylor Development Group, LLC(50% undivided interest)
4505 Country Club Road, Suite 220
Winston-Salem,NC 27104
Attention: H. Chris Ramm
E-Mail: [e-mail]
with a copy to: Blanco Tackabery& Matamoros, P.A.
404 North Marshall Street
Winston-Salem,NC 27101
Attention: George E. Hollodick
E-Mail: [e-mail]
Buyer: Circle K Stores Inc.,a Texas corporation
1100 Situs Court, Suite 100
Raleigh,NC 27606
Attention: Andy Priolo
Email: [e-mail]
with a copy to: Circle K Stores Inc.
2550 W. Tyvola Rd., Ste. 200
Charlotte,NC 28217
Attn: Ellen Lloyd
Email: [e-mail]
Escrow Agent: First American Title Company
National Commercial Services
201 S. College Street, Suite 1440
Charlotte,NC 28244
Attn: Jonathan Williams
Email: [e-mail]
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Purchase Price:
Land: Approximately 25,788 square feet (.592 acres) of unimproved real
property generally located at the Northwest Corner of Old Highway 52
and being a portion of Davidson County Tax PIN 6830-02-79-7520, and
generally depicted on Exhibit"A".
Investigation Period: Ninety(90)days from the Effective Date(as defined below).
Governmental Approval
Period: One Hundred Eighty (180) days from the expiration of the Investigation
Period, subject to any applicable extensions.
Extension Periods: Two(2)30-day extensions of the Governmental Approval Period.
Closing Date: Thirty(30)days after the expiration of the Governmental Approval Period.
Transaction Broker: Bell Commercial, Inc.
120 Wind Chime Court
Raleigh,NC 27615
Attention:
Facsimile: (__)_-
THE TERMS LISTED ABOVE ARE DEFINED TERMS THAT ARE REFERRED TO
THROUGHOUT THIS PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS.
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ARTICLE I
AGREEMENT, PROPERTY,AND PURCHASE PRICE
Section 1.01. Agreement. This Purchase Agreement and Escrow Instructions (inclusive of all exhibits,
this "Contract") will constitute a binding and effective agreement of Seller to sell the Property to Buyer
and will constitute a binding and effective agreement of Buyer to purchase the Property from Seller effective
as of the"Effective Date"(as defined in Section 1.05).
Section 1.02. Inclusions in Property. The "Property" includes the Land and all easements, licenses,
interests,rights,privileges,and appurtenances held by Seller as of the Closing Date that in any way benefit
the Land or relate to the ownership of the Land,including,without limitation:(i)any and all mineral,water,
irrigation rights, drainage facilities and utility facilities on, running with or pertaining to the Land; (ii)all
of Seller's interest in any road, street,or alleyway adjoining the Land; (iii)any rights or interests that may
accrue to the benefit of Seller or the Land as a result of the abandonment of any road, street, or alleyway
adjoining the Land, (iv) any and all buildings, trade fixtures, equipment, and improvements that may be
located on the Land; (v)any and all replacements, renewals, substitutions, and additions of or to the Land
that may be made or acquired after the Effective Date;and(vi)all transferable permits,licenses,warranties,
and entitlements applicable to the Land.
Section 1.03. Purchase Price. To consummate its purchase of the Property, Buyer agrees to pay the
Purchase Price to Seller in all cash. The Purchase Price will be paid by Buyer to Seller as follows:
(a) Buyer will deposit the Earnest Money into the Escrow within five(5)business days of the Effective
Date.
(b) After application of the Earnest Money, Buyer will pay the remaining balance ("Closing Cash")
due on the Purchase Price to Seller through Escrow on the Closing Date.
Section 1.04. Earnest Money. The term "Earnest Money" means the Earnest Money. If the Escrow
closes, the Earnest Money will be credited and applied for the benefit of Buyer by Escrow Agent to the
Purchase Price. Unless Buyer has previously canceled the Contract and Escrow, the Earnest Money will
be nonrefundable on the later of its deposit or the expiration of the Governmental Approval Period,except
as otherwise provided in this Contract.
Section 1.05. Effective Date. The term "Effective Date" means the date upon which Escrow Agent has
in its possession at least one fully executed original or electronic counterpart of this Contract and, by its
execution below, accepts this Contract as its escrow instructions. Escrow Agent will indicate the date of
the Effective Date on Escrow Agent's Acceptance attached at the end of this Contract.
Section 1.06. Close of Escrow. The completion of the purchase and closing of the Escrow (referred to
interchangeably as the "Closing" or the "Close of Escrow") will occur on or before the Closing Date or
any earlier date for which Buyer has provided at least five(5) business days' prior written notice to Seller
and Escrow Agent.
Section 1.07. Escrow Instructions. This Contract, including the "Additional Escrow Instructions"
attached as Exhibit"B",will constitute the sole escrow instructions to Escrow Agent,and no standard form
escrow instructions of Escrow Agent will be used for this Escrow.
Section 1.08. Split Parcel. The Property is part of a larger parcel or parcels owned by Seller(collectively,
the"Entire Property"). Seller is selling only the Property to Buyer,and Seller is retaining the balance of
the Entire Property("Retained Property") for future sale, lease, and/or development. During the term of
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the Escrow, Buyer,at Buyer's sole cost and expense, agrees to exercise commercially reasonable efforts to
obtain final,non-appealable written approval from all applicable Governmental Authorities(defined below)
for a lot split, minor land division, lot consolidation, plat or replat(as applicable)of the Entire Property so
that the Property constitutes a legal lot on the Closing Date separate from the Retained Property(the"Plat"),
which is eligible for a separate tax parcel number. Seller will cooperate in all reasonable respects with
Buyer in applying for and obtaining the Plat; provided the Plat shall not be permitted to impose any
restrictions or easements on the Retained Property,and in all events,the final Plat shall be subject to Seller's
prior approval. Notwithstanding anything to the contrary, Buyer shall not be in default of its obligations
hereunder if Buyer does not obtain the Plat despite Buyer using its commercially reasonable efforts to do
so. Seller hereby authorizes Buyer and its agents, representatives and designees to file all applications and
to take all other lawful actions appropriate to complete the Plat. Seller will cooperate in all reasonable
respects with Buyer in applying for and obtaining the Plat, including, without limitation, (i) making such
dedications or granting such easements as are reasonably required by any Governmental Authorities,
(ii)executing all documents required by any Governmental Authorities,and(iii) providing to Buyer or the
appropriate Governmental Authority such items as Buyer or such Governmental Authority may reasonably
request in order to complete the Plat. The actual square footage of the Property may change based on a
final configuration of the Property. As used in this Contract, the term "Buyer's Site Plan" means the
preliminary site or land plan attached as Exhibit"C",as may be modified from time to time,by Buyer with
the approval, if required, of any federal, state, municipal or other political, governmental, or quasi-
governmental authority or association or any other entity or third party, including all applicable councils,
boards, commissions, committees, departments, and agencies and all applicable utility providers or
regulators, having jurisdiction and/or approval rights over the ownership, operation, or use of the Property
and/or the construction of improvements thereon (called, individually,a"Governmental Authority"and,
collectively, the "Governmental Authorities"). The provisions of this Section 1.08 survive the Close of
Escrow and the execution,delivery and recordation of the Deed (as defined in Section 6.04 below).
ARTICLE II
DUE DILIGENCE DOCUMENTS
Section 2.01. Title. Within five(5)days after the Effective Date, Escrow Agent will provide Buyer with
a preliminary title report or title commitment for an ALTA extended owner's policy of title insurance for
the Property in the amount of the Purchase Price and complete and legible copies of all instruments and
documents referred to as exceptions to title, including a copy of the so-called vesting deed(collectively,the
"Report").
Section 2.02. Survey. During the Investigation Period, Buyer, at its expense, shall cause to be prepared
an ALTA/NSPS Land Title Survey ("Survey") of the Property; if and upon the Closing, Seller will
reimburse Buyer for one-half(1/2)of the actual cost of the Survey. The Survey shall include a certification
setting forth the Net Square Footage of the Additional Property, if any. "Net Square Footage"means the
total number of square feet contained within the Property,excluding any land area(in square feet)contained
in any current or future dedications or easements. The Survey will be certified to Buyer, Seller,and Escrow
Agent,and Buyer will cause a copy of the Survey to be delivered to Seller and Escrow Agent. The Survey
will be the basis for determining the final legal description for the Property.
Section 2.03. Environmental. During the Investigation Period, Buyer, at Buyer's cost, may cause to be
prepared a Phase I Environmental Site Assessment and, if necessary or desirable, a Phase II report
(collectively, the "ESA") of the Property in accordance with any current ASTM Standards. If prepared,
Buyer will cause a copy of the ESA to be delivered to Seller.
Section 2.04. Due Diligence Documents. Within five(5)days after the Effective Date, Seller will deliver
to Buyer copies of all existing surveys, leases, environmental reports, water reports, soil tests,topography
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studies, archaeological tests, engineering reports, traffic studies, maintenance records, marketing studies,
maintenance reports, appraisals, zoning reports, zoning stipulations, development agreements, cost
estimates, infrastructure plans, licenses, tax abatement agreements, revenue sharing arrangements, and
similar records relating to the Property that were delivered to or performed by or for Seller or its affiliates
and/or that are in the possession of,or are readily available to,Seller,its agents,or its affiliates(collectively,
the"Due Diligence Documents"). The Due Diligence Documents will be itemized in writing by Seller at
the time of their delivery to Buyer. Copies of any such items not in Seller's possession upon the Effective
Date (the "Additional Due Diligence Documents") but which come into Seller's possession prior to
Closing, shall be delivered to Buyer within three (3) days after coming into Seller's possession, but in no
event later than the Closing Date(in either such case the Investigation Period and Closing Date, if necessary,
shall be extended for a period of five(5)days solely to allow Buyer to review and approve or disapprove,
in its sole and absolute discretion, such Additional Due Diligence Documents). Buyer agrees and
acknowledges that the Due Diligence Documents are being provided to Buyer as a courtesy by Seller and
Seller makes no representations or warranties as to the accuracy thereof.
ARTICLE III
INTERIM SELLER OBLIGATIONS AND REPRESENTATIONS
Section 3.01. Interim Acts of Seller. Seller agrees that,from the Effective Date until the Closing or earlier
termination of this Contract, without the prior written consent of Buyer, Seller will not (a) enter into any
lease or other oral or written agreement affecting the Property, which might become binding upon Buyer
or the Property,or that relates to the sale, lease,occupancy or transfer of the Property or any portion thereof,
or that otherwise encumbers or restricts the Property in any manner whatsoever, (b) permit any
modifications or additions to the Property (including, but not limited to, changing the native grade of the
Property), (c)grant any easements with respect to the Property,(d)allow any liens to attach to the Property
before the Closing that will not be satisfied out of Seller's Closing proceeds,except for any such liens which
are caused by Buyer's actions on the Property which shall be satisfied by Buyer prior to Closing. Seller
agrees that there will be no outstanding obligations of Seller with respect to the Property as of the Closing,
except for obligations described in this Contract to be prorated at Closing,obligations that will be satisfied
out of Seller's proceeds at Closing,or any indebtedness taken subject to or assumed by Buyer in writing.
Section 3.02. Work on Property. To the extent that there is any work performed on the Property by
Seller,Seller's agents,or independent contractors engaged by Seller prior to the Closing,all invoices, liens,
and/or payment requests will be paid in full by Seller by no later than the Closing. If requested by Buyer
or Escrow Agent, Seller will deliver unconditional lien releases to Buyer and Escrow Agent for all work
performed by Seller, Seller's agents,or any independent contractor engaged by Seller.
Section 3.03. Representations and Warranties of Seller. Seller represents and warrants to Buyer as
follows:
(a) Seller and has not received any written summons, citation, directive, letter or other written
communication from any governmental authority or other person or entity, that a release at the Property of
hazardous or toxic wastes or substances that are subject to regulation under any federal,state,or local laws
or regulations("Hazardous Waste Laws")has occurred or that the Property fails to comply with applicable
Hazardous Waste Laws. Seller has not discharged, placed or disposed of at, on or under the Property
materials in violation of any Hazardous Waste Laws.
(b) Seller has not received any notice by any person,authority, or agency having jurisdiction over the
Property or Seller with regard to the violation of any applicable regulation, ordinance, requirement,
covenant, condition, or restriction relating to the use or occupancy of the Property.
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(c) To Seller's knowledge, there is no pending or contemplated condemnation or taking by inverse
condemnation of all or any portion of the Property by any Governmental Authorities.
(d) To Seller's knowledge, there are no suits or claims pending or threatened with respect to or in any
manner affecting the Property. Seller does not know of any circumstances that should or could reasonably
form the basis for any suits or claims and that have not been disclosed in writing to Buyer by Seller.
(e) Other than this Contract, Seller has not entered into any written or oral agreement or option under
which Seller is or could become obligated to sell or dedicate all or any portion of the Property and Seller
will not enter into this type of agreement or option with respect to the Property during the term of the
Escrow.
(f) The act of entering into this Contract and the completion of this transaction will not in any way
violate any agreements to which Seller is a party or any laws to which Seller is subject.
(g) This Contract has been duly authorized and executed on Seller's behalf and constitutes the valid
and binding agreement of Seller, enforceable in accordance with its terms. Seller is not prohibited from
consummating this transaction by the terms of its governing document or any judicial or governmental
order or stay.
(h) Seller has not entered into any public or private shared expense agreements,repayment agreements,
reimbursement agreements, impact fee credit agreements, or development payback agreements that affect
all or any portion of the Property.
(i) Seller has not entered into any oral or written agreement with any third party that would subject the
Property to any land use regulation, restriction, condition, or stipulation that would prevent or impair
Buyer's contemplated development operation of the Property.
(j) To Seller's knowledge,there are no parties in adverse possession of the Property,and no party uses
or is in possession of the Property other than Seller.
(k) Seller is not a Prohibited Person as defined in the USA PATRIOT Act, Public Law 107-56, as
amended.
(I) The Property is not subject to any lease or occupancy license that would give anyone other than
Buyer the right to use or occupy the Property after the Closing Date
EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED HEREIN, AND EXCEPT
FOR THE WARRANTIES AND REPRESENTATIONS CONTAINED IN THE DEED AND OTHER
DOCUMENTS PROVIDED AT CLOSING PURSUANT TO THIS CONTRACT, BUYER
ACKNOWLEDGES THAT SELLER IS SELLING, AND BUYER SHALL ACCEPT, THE PROPERTY
IN AN "AS IS, WHERE IS, WITH ALL FAULTS" CONDITION WITHOUT RELYING UPON ANY
REPRESENTATION OR WARRANTY RELATING TO THE PROPERTY WHATSOEVER BY
SELLER, ITS AGENTS, BROKERS, ATTORNEYS, EMPLOYEES OR INDEPENDENT
CONTRACTORS, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, OR ANY REPRESENTATION OR WARRANTY RELATING TO THE FINANCIAL
ASPECTS OF THE PROPERTY, WITH THE EXCEPTION OF THE EXPRESS REPRESENTATIONS
AND WARRANTIES SET FORTH IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS.
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Section 3.04. Buyer Representations and Warranties. Buyer represents and warrants to Seller as
follows:
(a) Buyer has the full power to execute,deliver,and carry out the terms and provisions of this Contract
and has taken all necessary action to authorize the execution, delivery,and performance of this Contract;
(b) The execution and delivery of this Contract is not prohibited by, will not conflict with, constitute
grounds for termination of,or result in the breach of any agreements or instruments to which Buyer is now
a party or by which it is bound, or any order, rule, or regulation of any court or any other governmental
agency or official; and
(c) This Contract constitutes the valid and binding agreement of Buyer,enforceable in accordance with
its terms, subject to the provisions of Section 5.06 below.
ARTICLE IV
TITLE AND SURVEY CONTINGENCY
Section 4.01. Buyer's Objections. Buyer will have until the end of the Investigation Period within which
to advise Seller in writing that Buyer objects, in Buyer's sole discretion, to any matters contained in the
Report or Survey ("Buyer's Objections"). If the Report or Survey is updated, Buyer will have until the
later of the end of the Investigation Period or 10 days following its receipt of the updated Report(including
legible and complete copies of all new exceptions or requirements to title) or amended Survey to deliver
Buyer's Objections to any new matter. If Buyer fails to timely deliver Buyer's Objections, Buyer will be
deemed to have waived its right to deliver the Buyer's Objections to the Report or Survey,as applicable.
Section 4.02. Seller's Cure.
(a) Within 10 days of Seller's receipt of timely delivered Buyer's Objections, Seller will send written
notice("Title Response")to Buyer specifying in detail which of Buyer's Objections that Seller will or will
not cure. Seller will have no obligation to cure any of Buyer's Objections,except as established below. If
Seller, in its sole discretion, commits to removing any of Buyer's Objections (or obtaining endorsements
acceptable to Buyer)and fails to do so by the Closing, Buyer,at Buyer's election,may cancel this Contract
and the Escrow. Seller's failure to timely send a Title Response shall constitute Seller's refusal to cure any
of Buyer's Objections except for standard documents required from the Seller to insure Seller's authority
and ability to sell the Property and customary documents required by the Title Company, including but not
limited to a lien affidavit (provided, in no event shall Seller be obligated to make any representation or
indemnity regarding Buyer's inspection or development activities) and possession affidavit. Within
10 days after Buyer's receipt of the Title Response from Seller,or Seller's deemed refusal,Buyer may elect,
by delivering written notice to Seller and Escrow Agent, to either: (i)proceed with the purchase and sale
of the Property (on the condition that Seller accomplishes any objectives described by Seller in the Title
Response); or(ii)cancel this Contract and the Escrow. If Buyer exercises its cancellation remedy above,
this Contract and the Escrow will be deemed cancelled as of the date of Buyer's notice.
(b) Notwithstanding anything to the contrary contained herein, Seller shall be obligated to satisfy or
cure any of the following objections to title,and in addition to its other remedies hereunder, Buyer shall be
entitled to bring suit for specific performance in the event the following are not cured prior to or at Closing
(collectively,the"Monetary Liens"):
(i) All deeds of trust, mortgages, security deeds, UCC financing statements or other security
instruments which affect the Property or any part thereof;
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(ii) All fines, past due taxes or assessments of any kind constituting a lien against the Property
to the extent such assessments can be cured by the payment of money;
(iii) All mechanic's,materialmen's or similar liens with respect to work engage by or on behalf
of Seller; and
(iv) All liens and monetary judgments which have attached to and become a lien against the
Property.
Section 4.03. Extension to Closing for Cure. The Closing Date will be extended to the date that is five
(5) business days following the later of: (a)the time period described in Section 4.01 for Buyer's review
of any amended Report or Survey; or (b)the time period described in Section 4.02 for Seller's curing of
Buyer's Objections, if Buyer has objected to any new exception or requirement contained in any amended
Report or Survey.
Section 4.04. Permitted Exceptions. All matters listed in the Report or matters shown on the Survey,all
of which are approved or deemed approved by Buyer,other than(x) Monetary Liens and(y)matters cured
by Seller pursuant to a Title Response, shall be deemed "Permitted Exceptions".
ARTICLE V
OTHER BUYER CONTINGENCIES
Section 5.01. Buyer Investigations. Buyer will have until the end of the Investigation Period within
which to conduct and consider any feasibility studies, physical inspections, environmental testing, due
diligence investigations, economic studies, marketing reports, utility studies, soil tests, other tests or
investigations, or any other matter concerning the Property (collectively, the "Buyer Investigations")
deemed necessary by Buyer, in its sole discretion,to determine the economic,physical,developmental,and
operational feasibility of Buyer's purchase of the Property. Buyer's obligation to purchase the Property is
conditioned on Buyer's approval of the results of the Buyer Investigations and the Due Diligence
Documents, in Buyer's sole discretion. Buyer has the absolute right to terminate this Contract for any
reason during the Investigation Period, and shall not be obligated to close the transaction for the purchase
of the Property unless Buyer delivers to Seller, prior to the end of the Investigation Period, written notice
that Buyer has waived its right to terminate this Contract pursuant to this Section 5.01 (the "Exercise
Notice"). The date on which Buyer delivers the Exercise Notice to Seller(so long as it is delivered on or
prior to the end of the Investigation Period) is referred to herein as the "Going Forward Date" and the
Investigation Period shall end on the Going Forward Date. Notwithstanding anything to the contrary
contained herein, the Earnest Money shall be fully refundable to Buyer upon Buyer's written demand for
the same prior to Buyer delivering any Exercise Notice as provided above, and if Buyer fails to timely
deliver the Exercise Notice to Seller prior to the expiration of the Investigation Period, then this Contract
shall immediately terminate at 11:59 p.m. local time at the Property on the last day of the Investigation
Period and both parties shall be fully released herefrom, except as otherwise expressly provided in this
Contract, as of 11:59 p.m. local time at the Property on the last day of the Investigation Period; provided,
however that the Title Company shall immediately refund to Buyer all of the Earnest Money.
Section 5.02. Right of Entry. Seller grants to Buyer and Buyer's agents, employees, and contractors the
right to enter upon the Property, at all reasonable times during the term of this Escrow, to conduct any
Buyer Investigations. Seller agrees (at no cost to Seller) to cooperate in a reasonable manner with Buyer
and its agents, employees, and contractors in the performance of the Buyer Investigations. To the extent
Buyer damages or disturbs the Property, Buyer will return the Property to substantially the same condition
that existed immediately prior to the Buyer Investigations. Buyer agrees to indemnify, defend, and hold
Seller harmless for, from, and against any claim, damage, liability, cost (including reasonable court costs
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and attorney fees), or loss for property damage or bodily injury arising as a direct consequence of Buyer
Investigations, excluding any conditions which previously existed upon the Property. This inspection
indemnity of Buyer will survive the cancellation of this Contract and Escrow and the Closing.
Section 5.03. Indemnification. Buyer shall indemnify, defend, protect and hold harmless Seller and its
affiliates, subsidiaries, members, partners, directors, officers, participants, employees, consultants and
agents, from and against any and all damages, losses, liabilities, costs or expenses whatsoever (including
attorneys' fees and costs) and claims therefor, whether direct or indirect, known or unknown, or foreseen
or unforeseen, including, without limitation, injury to any person, damage to any property, and any claim
under Chapter 44A of the North Carolina General Statutes by any person or entity claiming through Buyer,
and including attorney's fees of Seller incurred on account of the foregoing, which may arise from or be
related to Buyer's due diligence and its inspections of the Property, including, but not limited to, the
negligence or willful misconduct of Buyer or its Affiliates, employees, agents, suppliers or contractors,
provided, however,the foregoing indemnity shall not extend to protect Seller from any damages caused by
any act or wrongful omission of Seller or any pre-existing liabilities for matters discovered by, but not
caused by, Buyer, including but not limited to the existence, release or spread of any hazard substances.
Buyer's obligations hereunder shall expressly survive the Closing.
Section 5.04. Intentionally Deleted.
Section 5.05. Entitlement Approvals.
(a) Buyer's obligation to close this Escrow and consummate the purchase of the Property is
conditioned upon Buyer's ability to obtain from the applicable Governmental Authorities on or before the
expiration of the Governmental Approval Period, all necessary final and written permits and approvals
necessary for Buyer to develop and operate the Property as a convenience store (including, at Buyer's
election, a quick serve restaurant and/or a car wash) selling alcoholic beverages, motor vehicle fuels, and
lottery tickets (or other allowable gaming), including, without limitation, any zoning changes, zoning
variances, Buyer's Site Plan approvals, use permits, liquor licenses, special use permits, gaming license,
beer and wine license,subdivision approvals, lot divisions,other land use entitlements and building permits
and approvals necessary for Buyer's intended development of the Property,subject to only those conditions,
stipulations, costs and other matters as are acceptable to Buyer in its sole and absolute discretion
(collectively,the"Entitlement Approvals"). If Buyer delivers notice to Seller on or before the expiration
of the Governmental Approval Period,as may be extended by Buyer,that Buyer has been unable to obtain
any of the Entitlement Approvals Buyer desires or which may otherwise be required,then this Contract and
the Escrow will be immediately deemed cancelled,and the cancellation will be governed by the provisions
of Section 8.05.
(b) Notwithstanding the foregoing, if any referendum petition challenging any aspect of the
Entitlement Approvals is filed with the Governmental Authorities within any applicable referendum
petition filing period, Buyer will be permitted to cancel this Contract and the Escrow, even though the
Governmental Approval Period may have passed, by giving Seller and Escrow Agent written notice of
cancellation within 15 days after the date Buyer receives notice of the filing of the referendum. Any
cancellation above will be governed by the provisions of Section 8.05.
(c) Seller will cooperate in all reasonable respects with Buyer in applying for and obtaining the
Entitlement Approvals, but all costs for any applications will be solely those of Buyer.
(d) As a condition to Buyer's obligation to close this Escrow and consummate the purchase of the
Property and as a part of the Entitlement Approvals, Seller must have obtained all required approvals of the
Governmental Authorities for Plat described in Section 1.08 above.
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(e) Buyer may extend the Governmental Approval Period for the Extension Periods by notifying Seller
and Escrow Agent in writing prior to the expiration of the then-applicable Governmental Approval Period.
(f) Section 5.06. Management Approval. This transaction is subject to the approval of Buyer's (or
its corporate parent's) senior management and/or Board of Directors ("Management Approval"). Buyer
shall use reasonable efforts to obtain Management Approval no later than the expiration of the
Governmental Approval Period. Following expiration of the Governmental Approval Period, in the event
Management Approval is not granted, Buyer shall be entitled to terminate this Contract and Escrow, and
the cancellation will be governed by the provisions of Section 8.05.
ARTICLE VI
CLOSING
Section 6.01. Closing Conditions. The respective obligations of Seller and Buyer to consummate the
Closing are subject to the following conditions:
(a) Each of Seller and Buyer's obligations at Closing are subject to: (i) Buyer obtaining all necessary
governmental approvals to record the Plat and(ii) Buyer has proceeded to close upon the purchase of each
of the Adjoining Properties prior to or simultaneously with the purchase of the adjoining properties(shown
as Tax ID Nos. 6830-02-79-8499).
(b) Buyer's obligations at Closing are subject to satisfaction of each of the following: (i) Seller shall
have performed in all material respects all of Seller's obligations under this Contract required to be
performed by Seller at or prior to the Closing and(ii)the representations and warranties of Seller contained
in this Contract and in any certificate or other writing delivered by Seller pursuant to this Contract shall be
true on and as of the Closing, with only such exceptions as would not in the aggregate reasonably be
expected to have a material adverse effect.
(c) Seller's obligations at Closing are subject to satisfaction of each of the following: (i) Buyer shall
have performed in all material respects all of Buyer's obligations, including payment of the Purchase Price,
under this Contract required to be performed by Seller at or prior to the Closing and(ii)the representations
and warranties of Buyer contained in this Contract and in any certificate or other writing delivered by Buyer
pursuant to this Contract shall be true on and as of the Closing, with only such exceptions as would not in
the aggregate reasonably be expected to have a material adverse effect.
Section 6.02. Non-Foreign Affidavit. At the Closing, Seller agrees to furnish to Buyer either a sworn
affidavit stating, under penalty of perjury, that Seller is not a "foreign person" as defined in the Internal
Revenue Code of 1986, as amended ("Code") or other appropriate evidence that Buyer is not required to
withhold taxes under Section 1445(a)of the Code. If Seller does not furnish the sworn affidavit or other
appropriate evidence deemed satisfactory by Buyer and Escrow Agent, Buyer may withhold or direct
Escrow Agent to withhold from Seller's sale proceeds an amount equal to the amount required to be
withheld pursuant to Section 1445 of the Code. Any withheld funds will be deposited by Escrow Agent
with the Internal Revenue Service as required by Section 1445(a)and any applicable regulations. The
amount withheld, if any, will nevertheless be deemed to be part of the Purchase Price paid to Seller.
Section 6.03. Seller's Other Properties.
(a) At the Closing, Seller shall execute and cause to be recorded against the Retained Property a
Declaration of Restrictive Covenants in form and substance mutually agreeable to Buyer and Seller,
prohibiting the use of the Retained Property as a gas station(whether with or without a convenience store).
3774565v I I.ARC.3I095.T30286

(b) If Seller sells any portion of the Retained Property that would be subject to the above restrictions
between the end of the Investigation Period and the Closing Date,Seller will record a declaration containing
the above restrictions at the time of the closing of that transaction.
(c) Notwithstanding anything to the contrary in this Contract, Buyer will have the right to enforce any
violation of the above declaration by any remedy available at law or in equity, including the right to
injunctive relief without the necessity of posting a bond.
Section 6.04. Closing Deliveries. Seller, on the Closing Date, will deposit with Escrow Agent (for
recordation, if applicable, and delivery to Buyer): a special warranty deed, substantially in the form
attached as Exhibit"D", subject to the Permitted Exceptions (the "Deed"), an assignment of any
transferable permits, licenses,warranties,and entitlements(if Buyer elects to do so in a separate document),
the declaration of restrictions described in Section 6.03, a bring-down certificate updating Seller's
representations and warranties,and such other documents and instruments as may be required by applicable
law,and all resolutions and authorizations required by Escrow Agent to insure Seller's authority and ability
to sell the Property. Buyer,on the Closing Date, will deliver to Escrow Agent(for disbursement to Seller)
the Closing Cash, plus all additional sums necessary to pay Buyer's portion of the closing costs and
prorations,and all resolutions and authorizations required by Escrow Agent to insure Buyer's authority and
ability to acquire the Property.
Section 6.05. Possession. Seller must deliver exclusive physical possession of the Property to Buyer at
Close of Escrow, subject only to the Permitted Exceptions.
Section 6.06. Title Policy. Buyer's obligation to purchase the Property is conditioned upon Escrow
Agent's issuance of (or the unconditional written commitment of Escrow Agent to issue) an ALTA
Extended Owner's Policy of Title Insurance ("Title Policy") in an insured amount at least equal to the
Purchase Price effective no earlier than the actual Closing Date and insuring Buyer's fee simple title to the
Property, subject only to Permitted Exceptions. In the event Buyer is unable to obtain the Title Policy,
Buyer shall be entitled to terminate this Contract and Escrow,and the cancellation will be governed by the
provisions of Section 8.05
ARTICLE VII
CLOSING PRORATIONS AND COSTS
Section 7.01. Real Estate Taxes and Assessments.
(a) All non-delinquent real estate or ad valorem taxes on the Property will be prorated as of the Closing
Date, based upon the most current information available. All delinquent real estate or ad valorem taxes
will be paid in full by Seller on the Closing Date together with all penalties and redemption charges. No
further adjustment in any tax figures will occur following the Closing. Seller will be entitled to receive any
refunds or over-payments for taxes for tax years prior to the year in which the Closing occurs. All
improvement liens, special taxing districts,or other special municipal or county assessments that affect the
Property and that exist as of the Closing Date will be paid in full by Seller as of the Close of Escrow.
(b) If the Property is not assessed as a separate tax parcel on the assessment rolls of the applicable
County Assessor for the tax year in which the Closing Date occurs, Escrow Agent will handle the proration
and payment of the real estate taxes for the Property as follows: (i) Seller will pay all real estate taxes on
the entire tax parcel (including the Property)through and including the Closing Date, based upon the most
current information available; and (ii) Buyer will pay all real estate taxes on the Property after the Closing
Date. Escrow Agent will calculate the portion of the real estate taxes attributable to the Property based on
a comparison of the net acres of the Property divided by the net acres of the entire tax parcel. Buyer and
3774565v 1 I.ARC.31095.T30286

Seller will cooperate with each other after the Closing Date to cause the Property to be assessed as a separate
tax parcel. At Closing, Buyer and Seller will execute and deliver a Tax Proration Agreement in the form
that is attached as Exhibit"E".
Section 7.02. Closing Costs. All costs and expenses of closing, including recording and escrow fees and
charges, are to be allocated between Seller and Buyer in the manner contemplated by this Contract or, if
not dealt with under this Contract, according to the custom and practice of Escrow Agent in the State of
North Carolina. Seller agrees that all closing costs and any other sums required to be paid by Seller will be
paid in full at Closing and may be deducted from the proceeds otherwise payable to Seller at Closing. Each
party agrees to pay its own attorney fees in connection with Closing. All prorations that are required to be
made under this Contract will be made as of the 12:01 a.m.on the date of Closing on the basis of a 365 day
year.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01. Notices. Except as otherwise required by law,any notice required under this Contract must
be in writing and must be given either: (i)by personal delivery;(ii)by United States certified mail, return-
receipt requested, postage prepaid, and properly addressed; (iii) by any private overnight, "same day", or
"next-day" delivery service, delivery charges prepaid with proof of receipt; or(iv) by email or facsimile.
Notice sent in any of the manners set forth above must be addressed or sent to Seller, Buyer,and/or Escrow
Agent at the addresses set forth on the first page of this Contract. Any party may change its address for the
purposes of delivery and receipt of notices by advising all other parties in writing of the change. Notice
delivered in one of the foregoing manners will be deemed to be received: (I) on the date of delivery, if
personally delivered; (II) on the date that is three days after deposit in the United States mail, if given by
certified mail; (Ill) on the business day following the day deposited with an express delivery service, if
given by overnight, "same day",or"next-day"delivery service,or(IV)the date of transmittal, if given by
electronic mail or facsimile machine or telecopy. No notice will be deemed effective unless sent in one of
the manners described above.
Section 8.02. Broker's Commission. Except for the Transaction Broker, each party represents and
warrants to the other that it has not engaged or dealt with any other broker or any other person who would
be entitled to any brokerage commission concerning this purchase of the Property. Each party agrees to
indemnify and hold the other entirely free and harmless for, from, and against any loss, damage, liability,
or expense(including, without limitation, attorney fees)arising from any claim by any broker or any other
person for brokerage commissions because of any act or omission of such party or its representatives. Each
party further agrees to defend the other at its sole cost and expense from any claims. As used in this
Contract,the term "broker"will refer to any real estate broker, salesperson, agent, listing agent, finder, or
any other person entitled to a commission,and the term"commission"will refer to any brokerage,advisory,
or finder's fees or commissions. If, but only if, the Escrow closes, Seller will pay a commission to the
Transaction Broker pursuant to a separate agreement. The brokerage indemnity("Brokerage Indemnity")
referred to in this Section 8.02 will survive the cancellation or termination of this Contract and the related
Escrow (and will be enforceable against the indemnifying party notwithstanding anything in this
Section 8.02 to the contrary) and the Close of Escrow. If the sale contemplated by this Contract is not
consummated for any reason whatsoever, no commission or any portion of the Earnest Money will be
payable to the Transaction Broker. Joinder of the Transaction Broker will not be required to modify or
cancel this Contract. The Transaction Broker will not be deemed a third-party beneficiary of this Contract.
Seller acknowledges that Buyer has disclosed to Seller that certain members, principals, or employees of
Buyer may be licensed real estate brokers or agents in the state in which the Property is located.
3774565v I I.ARC.3I095.T30286

Section 8.03. Buyer's Right to Nominate and Assign. Buyer, by written notice to Seller and Escrow
Agent, may assign its interest in this Contract, this Escrow, and the Property to a nominee or assignee.
Upon any assignment,the nominee or assignee will be deemed the"Buyer"for all purposes and the original
or previous Buyer,provided, in no event shall any such assignment relieve the original"Buyer"of any duty
or liability hereunder.
Section 8.04. Risk of Loss; Condemnation. Risk of loss of the Property remains with Seller until the
Closing. Buyer shall bear the risk of loss of the Property after the Closing. If prior to Closing, all or any
portion of the Property is taken by eminent domain, Buyer may at its option, consummate the transaction
contemplated or terminate this Contract. If Buyer elects to close,then Seller may retain any condemnation
proceeds previously paid(and Buyer shall receive a credit,(not in excess of the Purchase Price) against the
Purchase Price with respect thereto) or, if such proceeds shall not then have been paid, Seller shall assign
to Buyer its rights thereto resulting from such taking,and Buyer shall be entitled to pursue the claim against
the condemning authority and retain any resulting award for such taking, and the Closing shall occur
without adjustment of the Purchase Price. If Buyer elects to terminate this Agreement, the parties shall
thereafter have no further obligations or duties hereunder.
Section 8.05. Grounds for Termination. This Contract may be terminated at any time prior to the
Closing without liability of either party to this Contract (or any shareholder, partner, member, manager,
director, officer, employee, agent, consultant or representative of such party) to the other party to this
Contract:
(a) by mutual written agreement of Seller and Buyer, in which case, the Earnest Money shall be
delivered to such party as designated in such written agreement;
(b) by Buyer. in its sole discretion, as permitted by Sections 4.02 or 5.01, in which case, the Earnest
Money shall be delivered to Buyer;
(c) by Buyer if any of the conditions set forth in Section 5.05 are not met, in which case, the Earnest
Money shall be delivered to Buyer;
(d) by Buyer, prior to the expiration of the Governmental Approval Period as permitted by Section
5.06, in which case,the Earnest Money shall be delivered to Buyer;
(e) by Buyer, after the expiration of the Governmental Approval Period as permitted by Section 5.06,
in which case,the Earnest Money shall be delivered to Seller;
(f) by Buyer or Seller any of the conditions to Closing set forth in Section 6.01 (a)shall not have been
fulfilled or waived, in which case,the Earnest Money shall be delivered to Buyer;
(g) by Buyer any of the conditions to Closing set forth in Section 6.01(b) shall not have been fulfilled
or waived, in which case,the Earnest Money shall be delivered to Buyer;
(h) by Seller if any of the conditions to Closing set forth in Section 6.01(c)shall not have been fulfilled
or waived, in which case,the Earnest Money shall be delivered to Seller; or
(i) by Buyer if Buyer is unable to obtain the Title Policy at Closing as set forth in Section 6.06 for any
reason other than a Seller default, the Earnest Money shall be delivered to Seller, and if due to a Seller
default then the Earnest Money shall be delivered to Buyer.
3774565v I I.ARC.3I095.T30286

Section 8.06. Seller's Default. Seller shall be deemed to be in default under this Contract if Seller:
(i)breaches its representations or warranties under this Contract as set forth in Section 3.03 hereof,(ii)fails
to perform any of its obligations or covenants under this Contract for any reason other than Buyer's prior
default or the permitted termination of this Contract by Seller or Buyer as herein expressly provided and
such breach is not cured within five (5) days following written notice from Buyer, or (iii) subject to
Section 6.01, fails or refuses to comply in a timely manner with any of its obligations under this Contract
or at the Closing (each referred to as an "Event of Default"). If there is an Event of Default by Seller
hereunder, then Buyer may, at Buyer's sole election, elect to either: (a) terminate this Contract by giving
Seller timely written notice of such election prior to or at the Closing, and thereupon this Contract shall
terminate, and Buyer shall be entitled to the immediate return of the Earnest Money, and all parties hereto
or mentioned herein shall be relieved and released of all further obligations,claims and liabilities hereunder;
or (b) waive, prior to or at the Closing, the applicable objection or condition and proceed to close the
transaction contemplated hereby in accordance with the remaining terms hereof; or (c) enforce specific
performance of Seller's obligations under this Contract; or(d) in the event specific performance is not an
available remedy due to a breach by Seller hereof, then Buyer may pursue any and all remedies available
to Buyer at law or in equity, subject to Section 8.08 herein. The foregoing provisions shall not modify
Buyer's right to recover its fees and costs in enforcing this Contract as provided in Section 8.10
Section 8.07. Buyer's Default. If Buyer breaches this Contract or fails to perform any of its covenants or
obligations under this Contract or otherwise is in default under this Contract, and if Buyer fails to cure the
breach or failure within five(5)days after receipt of written notice from Seller specifying the default, Seller,
as its exclusive and sole right and remedy, will be entitled to cancel this Contract and related Escrow by
giving Buyer and Escrow Agent written notice of cancellation. If Seller cancels the Contract, Escrow Agent
will immediately pay to Seller the Earnest Money as full liquidated damages of Seller. The parties
acknowledge that it is impossible to more precisely estimate the specific damage that would be suffered by
Seller in the case of a default or breach by Buyer under this Contract,and the parties expressly acknowledge
and intend that the forfeiture of the Earnest Money is an agreed and negot;ated provision for liquidated
damages and not a penalty. Upon receipt by Seller of the forfeited Earnest Money as provided above,
neither party will have any further obligation or responsibility to the other hereunder, except as otherwise
specifically established in this Contract. The foregoing provisions shall not modify Seller's right to recover
its fees and costs in enforcing this Contract as provided in Section 8.10.
Section 8.08. Waiver of Consequential Damages. Each party hereby waives the right to seek and to
recover any incidental, consequential, exemplary, extraordinary or punitive damages as a result of the
breach by the other party of any of the provisions hereof.
Section 8.09. Intentionally Deleted.
Section 8.10. Attorney Fees. If there is any litigation or arbitration between Seller and Buyer to enforce
or interpret any provisions or rights of this Contract, the unsuccessful party in the litigation or arbitration,
as determined by the court or arbitrator, agrees to pay the successful party, as determined by the court or
arbitrator,all costs,legal fees,and expenses(through trial and appeal),including,but not limited to,attorney
fees incurred by the successful party in a reasonable amount.
Section 8.11. Waiver of Conditions. Except as otherwise provided in this Contract regarding any deemed
waivers for a failure to promptly act or elect, Buyer's contingencies or conditions precedent may be waived
only by Buyer,and any waiver by Buyer may be done only in a writing signed by Buyer.
Section 8.12. Governing Law. This Contract will be governed by and construed and enforced in
accordance with the laws of the state which the Property is located. Any action brought to interpret,enforce,
or construe any provision of this Contract must be maintained in a court of competent jurisdiction for the
3774565v I I.ARC.31095.T30286

county in which the Property is located (the "County") or in the United States federal judicial district for
the County. All parties irrevocably consent to this jurisdiction and venue and agree not to transfer or remove
any action commenced in accordance with this Contract.
Section 8.13. Construction. The terms and provisions of this Contract represent the results of negotiations
between Seller and Buyer, neither of which have acted under any duress or compulsion, whether legal,
economic,or otherwise. Consequently,the terms and provisions of this Contract should be interpreted and
construed in accordance with their usual and customary meanings, and Seller and Buyer each waive the
application of any rule of law that states that ambiguous or conflicting terms or provisions are to be
interpreted or construed against the party whose attorney prepared the Contract or any earlier draft of the
Contract.
Section 8.14. Interpretation. The terms of this Contract supersede all prior and contemporaneous oral or
written agreements and understandings of Buyer and Seller,all of which will be deemed to be merged into
this Contract. If there is any specific and direct conflict between,or any ambiguity resulting from,the terms
and provisions of this Contract and the terms and provisions of any document, instrument, letter, or other
agreement executed in connection with or in furtherance of this Contract, the term, provision, document,
instrument, letter, or other agreement will be consistently interpreted in a manner as to give effect to the
general purposes and intention as expressed in this Contract.
Section 8.15. Counterparts. This Contract and any amendments may be executed in any number of
original or facsimile counterparts,each of which will be effective on delivery and all of which together will
constitute one binding agreement of the parties. Any signature page of the Contract may be detached from
any executed counterpart of the Contract without impairing the legal effect of any signatures and may be
attached to another counterpart of the Contract that is identical in form to the document signed(but that has
attached to it one or more additional signature pages).
Section 8.16. Severability. If any one or more of the provisions of this Contract or the applicability in
any provision to a specific situation is held to be invalid or unenforceable, the provision will be modified
to the minimum extent necessary to make it or its application valid and enforceable, and the validity and
enforceability of all other provisions of this Contract and all other applications of the provisions will not be
affected by any such invalidity or unenforceability.
Section 8.17. Miscellaneous Definitions and Standards. The term "sole discretion"means that the act
or decision of the party may be made in the party's independent and individual choice of judgment,without
regard to any objective or other standard of consideration. Except for those acts or decisions that may be
made in a party's"sole discretion",all acts or decisions of any party to this Contract must be exercised with
reasonable discretion. The term`will"denotes a mandatory obligation,and the term "may"is a permissive
word denoting an option.
Section 8.18. Time is of the Essence. Time is of the essence in the performance of all obligations under
this Contract. In calculating any time period under the Contract which commences upon the receipt of any
notice, request,demand,or document, or upon the happening of any event,the date upon which the notice,
request, demand, or document is received or the date the event occurs (or is deemed to have occurred) is
not included within the applicable time period, but the applicable time period will commence on the day
immediately following. If the time for performance of any obligation or for taking any action under the
Contract expires on a Saturday, Sunday, or Standard Federal Reserve Bank Holiday, the time for
performance or for taking action will be extended to the next succeeding day which is not a Saturday,
Sunday, or Standard Federal Reserve Bank Holiday and during which Escrow Agent is open for business.
3774565v 1 I.ARC.31095.T30286

Section 8.19. IRS Real Estate Sales Property. Escrow Agent is designated as the "Reporting Person"
within the meaning of Treasury Regulation Section 1.6045-4(e)(5) with respect to the closing of the
transactions contemplated by the Contract. Escrow Agent acknowledges that it is an eligible person for
reporting this transaction under Treasury Regulation Section 1.6045-4(e)(5)(ii) and agrees: (i) to comply
on a timely basis with all reporting and filing requirements of Internal Revenue Code Section 6045(e); and
(ii)to utilize the information in this Contract, as amended, for the purposes of supplying any required
information to the Internal Revenue Service, for example, the identity of the transferee and transferor, and
the description of the Land. Buyer and Seller agree to cooperate with Escrow Agent's requests related to
any required reporting or filing under Internal Revenue Code Section 6045(e), and Escrow Agent is
authorized to disclose any information contained in the Contract to the Internal Revenue Service for the
purposes of complying with Escrow Agent's obligations under this paragraph. Escrow Agent agrees to be
liable for all penalties and liabilities imposed by the Internal Revenue Service as a result of Escrow Agent's
failure to comply with its obligations under this paragraph.
Section 8.20. Tax-Deferred Exchange. Seller and Buyer agree to cooperate in a commercially reasonable
manner with each other and any designated exchange intermediary or exchange accommodation titleholder
by executing such documents or taking such action as such party requests in order to effectuate a tax
deferred exchange of the Property under Section 1031 of the Internal Revenue Code. This obligation to
cooperate does not include requiring the other party to take title to any other property to complete the
exchange, to issue any legal opinions, to increase the potential liability of the non-exchange party, or to
expend legal fees to review exchange documents.
Section 8.21. Modifications. This Contract cannot be changed orally, and no amendment shall be
effective to waive, change, modify or discharge this Contract unless such amendment is in writing and is
signed by both parties hereto.
Section 8.22. No Third Party Beneficiary. The provisions of this Contract and of the documents to be
executed and delivered at Closing are and will be for the benefit of Seller and Buyer only and are not for
the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions
of this Contract or of the documents to be executed and delivered at Closing.
Section 8.23. Captions. The section headings appearing in this Contract are for convenience of reference
only and are not intended, to any extent and for any purpose, to limit or define the text of any section or
any subsection hereof.
Section 8.24. No Recordation. Neither this Contract nor any memorandum of the terms hereof shall be
recorded or otherwise placed of public record and any breach of this covenant shall, unless the party not
placing the same of record is otherwise in default hereunder,entitle the party not placing same of record to
pursue its rights and remedies under Article VIII.
Section 8.25. Survival. All representations and warranties of Seller and Buyer set forth herein shall
survive the Closing for a period of six(6)months.
Section 8.26. Confidentiality. Seller and Buyer agree to keep the terms of this Contract confidential and
not make any public announcements or disclosures with respect to the subject matter hereof without the
prior written consent of the other party; provided, however, Buyer and Seller shall be permitted to make
any disclosure required by law and to its employees, attorneys, accountants or its agents, to the extent
reasonably necessary for such employees,attorneys,accountants,or agents to properly analyze and evaluate
the proposed transaction and for such employees, attorneys, accountants and agents to advise Buyer and
Seller.
3774565v 1 I.A RC.3 1095.T30286

Section 8.27. Force Majeure. Neither party shall be required to perform any term,covenant,or condition
of this Lease so long as the performance or bargained for benefit under this Lease is delayed or prevented
by "Force Majeure Events" constituting any acts of God, strike, lockout, material or labor shortage or
restriction, civil riot, enemy action, war, acts of terrorism, pandemic, epidemic, civil commotion,
moratorium,actions of a Governing Authority,and any other cause not reasonably within the control of the
party and which by the exercise of due diligence the party is unable, wholly or in part, to prevent or
overcome. The occurrence of a Force Majeure Event will extend day-to-day the relevant date in question
but only if,within ten (10)business days after the end of the event causing the delay,the party seeking the
delay notices the other party in writing of the nature of the cause for the delay and the actual extension
requested. Provided however, any Force Majeure Event shall not be permitted to extend for more than
thirty(30)days. For the avoidance of doubt,the foregoing shall apply to and extend any period of time set
forth in this Agreement regarding the Investigation Period, the Governmental Approval Period, and
Closing.
[SIGNATURES FOLLOW ON THE NEXT PAGE]
3774565v 11.ARC.31095.T30286

DocuSign Envelope ID:7FB8CBBB-7BFE-4B31-8F5F-692967F3EC21
SELLER: BUYER:
HUBBARD REALTY OF WINSTON-SALEM, CIRCLE K STORES INC.,
INC., A North Carolina corporation a Texas corporation
By: 4--- By:
Na de: 141.4 - Name:
Title: ^Prec ,'d .u,,, - Title:
TAYLOR DEVELOPMENT GROUP,LLC,
A North Carolina limited liability company
//��DocuSigneedd by:
By:
Name: SC Ell 11 ...Ramm
Title: Manager, C00
ESCROW AGENT'S ACCEPTANCE
Escrow Agent hereby: (i) acknowledges receipt of the Contract executed by Buyer and Seller, (ii)
agrees to be bound by the provisions and perform the obligations hereof applicable to Escrow Agent, and
(iii) declares that the Effective Date is April 5 , 2023 (the"Effective Date").
FIRST AMERICAN TITLE INSURANCE COMPANY
By: Alicia, 0-1-teAv
Name: Alicia Otten
Title: Escrow Manager
3 774565v 11_ARC.31095.T30286

SELLER: BUYER:
is fox,
HUBBARD REALTY OF WINSTON-SALEM, CIRCLE K STORES INC., (L'
INC.,A North Carolina corporation a Texas corporation -
By: By: ����Z�117// '
Name: Nar�Ye: �ercd�'1� tN• R.k 3 R
Title: Title: U ?fr T
TAYLOR DEVELOPMENT GROUP, LLC,
A North Carolina limited liability company
By:
Name:
Title:
ESCROW AGENT'S ACCEPTANCE
Escrow Agent hereby: (i)acknowledges receipt of the Contract executed by Buyer and Seller,(ii)
agrees to be bound by the provisions and perform the obligations hereof applicable to Escrow Agent,and
(iii) declares that the Effective Date is , 2023 (the"Effective Date").
FIRST AMERICAN TITLE INSURANCE COMPANY
By:
Name:
Title:
3774565v 11.ARC.31095.T30286

EXHIBIT"A"
TO
PURCHASE AGREEMENT AND
ESCROW INSTRUCTIONS
(legal description and/or general depiction of the Land)
The Property shall be .592 acres of that approximately 2.64 acre parcel having tax PIN 6830-02-79-7520
and illustrated below:
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377456501.ARC.31095.T30286

EXHIBIT"B"
TO
PURCHASE AGREEMENT AND
ESCROW INSTRUCTIONS
(Additional Escrow Instructions)
Buyer and Seller instruct Escrow Agent to allocate all closing prorations and to pay all closing costs
as follows:
ITEM SELLER BUYER
PRORATIONS
• Real estate taxes:
Prior to COE X
On and after COE X
• Improvement lien assessments:
Existing and pending(including future installments) X
• State and Local Taxes:
Transaction privilege, deed taxes/stamps, sales, use, and personal X
property through COE
• SRP/Irrigation district assessments:
Prior to COE X
On and after COE X
CLOSING COSTS
• Escrow charges % '/
• Recordation cost of Deed X
• Recordation cost of Releases/Reconveyance X
• Recordation cost of New Encumbrances X
• Owner title policy X
• Title search and exam fees X
"Contract" means the Purchase Agreement and Escrow Instructions to which these Additional
Escrow Instructions are attached. "COE" means the Close of Escrow, as defined in the Contract. "NA"
means not applicable. All taxes and assessments must be prorated based on the latest available information
and a 365-day year. Unless otherwise indicated above or in the Contract, the COE will be used as the
proration date for all prorations.
Buyer, Seller,and Escrow Agent further agree that:
1. Buyer and Seller:(i)will deposit with Escrow Agent the necessary documents to complete
the sale as established by the terms of the Contract; (ii)authorize Escrow Agent to deliver or record all
documents at the time designated by the Contract;and(iii)authorize Escrow Agent to pay,from funds held
by it under the Contract,all charges and obligations necessary to consummate this transaction.
3774565v I I.ARC.31095.T30286

2. Buyer and Seller will indemnify and hold harmless Escrow Agent from all costs,damages,
attorney fees, expenses, and liabilities that Escrow Agent may incur or sustain in connection with the
Contract, including any interpleader action brought by Escrow Agent, except for those matters arising out
of the negligent acts or omissions of Escrow Agent.
3. When the Contract has been complied with by all parties, Escrow Agent will deliver, by
recording in the appropriate public office, all necessary documents, disburse all funds, and issue the title
insurance policies described in the Contract.
4. If any conflicting demands are made upon Escrow Agent concerning the Contract, Buyer
and Seller agree that Escrow Agent may hold any money and documents deposited under this Contract until
Escrow Agent receives mutual instructions from Buyer and Seller or until a civil action has been finally
concluded in a court of competent jurisdiction determining the rights of Buyer and Seller. In the alternative
and at its discretion, Escrow Agent may commence a civil action to interplead any conflicting demands in
a court of competent jurisdiction. Escrow Agent's deposit with the court of all documents and funds
concerning this Escrow will relieve Escrow Agent of all further liability and responsibility under the
Contract,except for those matters arising out of the negligent acts or omissions of Escrow Agent.
5. If required by local law, Buyer and Seller instruct Escrow Agent to execute, on behalf of
the Seller and Buyer, the affidavit of value, using the total consideration for the established value, unless
instructed by Seller and Buyer to the contrary.
6. All title insurance policies will be issued by an underwriter approved by Buyer.
7. All disbursement of funds by Escrow Agent will be made by wire transfer of funds or
Escrow Agent's check,as directed by Buyer or Seller as applicable.
3774565v I I.ARC.31095.T30286

EXHIBIT"C"
TO
PURCHASE AGREEMENT AND
ESCROW INSTRUCTIONS
(Buyer's Site Plan)
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3 774565 v 1 I.ARC.31095.T30286

EXHIBIT"D"
TO
PURCHASE AGREEMENT AND
ESCROW INSTRUCTIONS
NORTH CAROLINA SPECIAL WARRANTY DEED
Excise Tax:
Parcel Identifier No. Verified by County on the day of .20_
By:
Mail/Box to:
This instrument was prepared by:
Brief description for the Index:
THIS DEED made this day of ,20_,by and between
GRANTOR GRANTEE
Enter in appropriate block for each Grantor and Grantee: name,mailing address,and,if appropriate,character of entity,c.g.
corporation or partnership.
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, parcel of land or
condominium unit situated in the City of Township,
County,North Carolina and more particularly described as follows:
The property hereinabove described was acquired by Grantor by instrument recorded in Book page
All or a portion of the property herein conveyed_includes or_does not include the primary residence of a Grantor.
A map showing the above described property is recorded in Plat Book page
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.
3 7 74565 v 1 I.A RC.31095.T302 86

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:
To be inserted from Buyer's Title Commitment.
IN WITNESS WHEREOF,the Grantor has duly executed the foregoing as of the day and year first above written.
(SEAL
(Entity Name) Print/Type Name:
By:
(SEAL;
Print/Type Name & Title: Print.'')vpe Name:
By: (SEAL'
Print/Type Name & Title: Printflype Name:
II\:
(SEAI,'
I'rint'I vpe Name & Title: l'rintlfype Name:
State of -County or City of
I,the undersigned Notary Public of the County or City of_ and State aforesaid,certify that
personally appeared before me
this day and acknowledged the due execution of the foregoing instrument for the purposes therein expressed. Witness my hand and
Notarial stamp or seal this day of ,20_
My Commission Expires: Notary Public
(Affix Seal) Notary's Primal or Typed Name
State of -County or City of
1,the undersigned Notary Public of the County or City of and State aforesaid,certify that
personally appeared before me
this day and acknowledged the due execution of the foregoing instrument ti,r the purposes therein expressed. Witness my hand and
Notarial stamp or seal this day of .2t1 .
My Commission Expires: Notary Public
(Affix Seal) Notary's Printed or Typed Name
3 7 74 5 65 v 11.A RC.3 1095.T30286

State of -County or City of
I,the undersigned Notary Public of the County or City of and State aforesaid,certify that
personally came before me this day and acknowledged that_he is the
of ,a North Carolina or
corporation/limited liability company/general partnership/limited partnership(strike through the inapplicable),and that by
authority duly given and as the act of such entity,_he signed the foregoing instrument in its name on its behalf as its act and deed.
Witness my hand and Notarial stamp or seal,this day of ,20_
My Commission Expires: Notary Public
(Affix Seal) Notary's Printed or Typed Name
3774565v1I ARC.31095.T30286

EXHIBIT"A"
TO
SPECIAL WARRANTY DEED
(Legal Description)
3 7 74 565 v II.ARC.31095.T3 0286

EXHIBIT"B"
TO
SPECIAL WARRANTY DEED
(Permitted Exceptions)
(Deed)
3774565v 1 I.ARC.31095.T30286

EXHIBIT"E"
TO
PURCHASE AGREEMENT AND
ESCROW INSTRUCTIONS
(Tax Proration Agreement)
TAX PRORATION AGREEMENT
This Tax Proration Agreement ("Agreement") is executed as of , 20
("Agreement Date") made by and between , a(n) ("Seller") and
,a(n) ("Buyer").
RECITALS
A. Pursuant to the terms of the Purchase Agreement and Escrow Instructions that is the subject
of Title Insurance Company Escrow No. ("Escrow"),Seller
has agreed to convey to Buyer a portion of the real property located in County,
currently comprising County Assessor Tax Parcel No. - -
("Entire Property"). The portion of the Entire Property that will be conveyed to Buyer is legally described
on Appendix One("Sale Property"). Seller will retain ownership of the remaining portions("Remaining
Property")of the Entire Property.
B. From and after the date of the closing of the Escrow, in any year in which the Entire
Property is not separately assessed as the Sale Property and Remaining Property, Seller is willing to pay all
real estate taxes imposed on the Entire Property until the Sale Property and Remaining Property are
separately assessed, and Buyer,during this time, is willing to contribute and pay to Seller its pro rata share
of the real estate taxes imposed on the Entire Property.
AGREEMENTS
For valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties
agree as follows:
1. Proration and Payment. If the Entire Property is not separately assessed as the Sale
Property and the Remaining Property for any tax year, Buyer will pay to Seller its Tax Contribution (as
defined below),and Seller will pay in a timely manner all real estate taxes imposed on the Entire Property,
all in accordance with this Agreement. The "Tax Contribution" payable by Buyer pursuant to this
Agreement will be calculated by multiplying the actual real estate taxes due with respect to the Entire
Property (prorated in the year of conveyance only as of the date of the closing of the Escrow) by_%.
The Tax Contribution, however, may change as necessary to reflect any changes in the taxes assessed on
the Entire Property as a result of any changed circumstances on either the Sale Property and/or Retained
Property (such as a change in use resulting in a change of assessment ratios or a change in the valuation
based on improvements completed.)
2. Buyer's Contribution. Seller may deliver to Buyer written notice("Tax Notice")of the
amount due from Buyer for its Tax Contribution for the then-applicable payment of the real estate taxes.
The Tax Notice will be delivered to Buyer no later than 30 days before the respective delinquency date of
3774565v 1 I.ARC.31095.T30286

the real estate taxes,and Buyer will remit, within 10 business days of its receipt of the Tax Notice,all sums
due for its Tax Contribution directly to Seller.
3. Nonpayment.
(a) Buyer. If Buyer fails to pay any Tax Contribution within 10 business days after
Seller's delivery to Buyer of the Tax Notice, the unpaid portion of Buyer's Tax Contribution will
bear interest at 12%per annum beginning on the day upon which Seller pays the applicable portion
of the real estate taxes until paid by Buyer.
(b) Seller. If Seller fails to timely pay taxes on the Entire Parcel as provided for in
this Agreement,then Buyer may,without obligation to do so,make any payment of taxes as Buyer
may deem appropriate with respect to the Sale Property or Remaining Property. To the extent that
Buyer's payments described in the preceding sentence relate to the Remaining Property, the
payments will bear interest at 12% per annum until paid by Seller. Seller will return to Buyer the
Tax Contribution paid by Buyer which Seller has failed to timely remit as payment for taxes on the
Entire Parcel.
4. Reassessment. The Parties agree to use reasonable efforts to cause the separate assessment
of the Sale Property and Remaining Property to be made on the completed assessment rolls as soon as
reasonably possible. Upon the separate assessment of the Sale Property,this Agreement will automatically
terminate.
5. Successors and Assigns. The Parties intend that the provisions of this Agreement will run
with the land and will bind and inure to the benefit of any future owner of the Sale Property and the
Remaining Property.
6. Counterparts. This Agreement may be executed in any number of counterparts or by
telecopy, each of which, when executed and delivered, will be deemed an original, but all of which when
taken together will constitute one binding contract and instrument.
SELLER
(EXHIBIT ONLY]
BUYER
[EXHIBIT ONLY]
3774565v I 1.ARC.31095.130286