SW3240304_Pending Sales Agreement_20240311

REAL ESTATE PURCHASE AGREEMENT
EFFECTIVE DATE(per Section 20 below) SIq I 21323
WAFFLE IIOUSE, INC., a Georgia corporation ("Buyer"), whose address is 5986 Financial
Drive, Norcross, Georgia 30071, hereby agrees to buy and STIR Limited Partnership, a North
Carolina limited partnership ("Seller"), whose address is 182 Killian Fann Road, Stanley, NC
28164,hereby agrees to sell for the consideration and upon the terms set forth in this Real Estate
Purchase Agreement(this"Agreement"),the land located in the State of North Carolina,County
of Lincoln,Township of Catawba Springs consisting of approximately.75 acre of Lincoln County
Tax Parcel No.34534,and more particularly described in Exhibit"A"attached,including without
limitation, any and all improvements, fixtures, easements, rights of way, licenses, privileges,
hereditaments, appurtenances, mineral and other subsurface rights, and all land underlying
roadways, streets and alleyways adjacent to such land that inure to the benefit of such land
(collectively,the"Property"),which description may be amended by a written legal description
prepared in accordance with Section 5(A)of this Agreement.
1. PURCHASE PRICE. The purchase price for the Property shall be'
(the"Purchase Price").
2. DEPOSIT. Within ten(10)days after the Effective Date of this Agreement,Buyer will
cause First American Title Insurance Company (the "Title Company") to issue a letter to
Seller reserving against Buyer's irrevocable,standby Master Letter of Credit on file with and for
the benefit of the Title Company, as escrow agent, the amount e Dollars
(the"Deposit"),which reserved amount shall be held in trust by the Title Company
acting as escrow agent(in this capacity,the"Escrow Agent"). At Closing(as defined below),the
Deposit shall be canceled and the full Purchase Price shall be paid to Seller.
3. TITLE.
A. Title Commitment;Objections. During the period beginning on the Effective Date
and ending ninety(90)'days after the Effective Date(the"Title Period"),Buyer may obtain a title
insurance commitment or title search(the"Title Commitment")issued by the Title Company or
other title insurance company selected by Buyer. If the Title Commitment or any endorsement or
any other title evidence obtained by Buyer shows any exceptions to title,other than the lien of
taxes not yet due and payable and exceptions approved in writing by Buyer,and Seller is unable
to remove,or decides not to remove,such exceptions within fifteen(15)days after receiving notice
thereof from Buyer(the"Objection Notice"), (provided,however,that Seller shall use money
paid at Closing in order to satisfy any monetary liens on the Property that may be satisfied by the
payment of a fixed sum of money such as deeds of trust,mortgages or statutory liens("Must Cure
Objections")or agree in writing to cure prior to Closing as defined herein),Buyer may take any
one or more of the following actions:(i)by written notice to Seller,give Seller additional time to
remove such exceptions; (ii) waive such exceptions; (iii) terminate this Agreement by giving
written notice to Seller within fifteen(15)days after receiving Seller's response to the Objection
Notice(or if Seller fails to respond to the Objection Notice,then within thirty(30)days after the
Objection Notice),in which case the Deposit will be canceled or refunded to Buyer,or(iv)exercise
the remedies provided for herein if the failure to remove such exceptions amounts to a Seller
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default hereunder. Seller's failure to respond in the Objection Notice shall be deemed to be an
election by Seller not to cure the matters set forth in the Objection Notice. Seller agrees that it
shall remove any Must Cure Objections prior to Closing or payoff any Must Cure Objections at
Closing and provide payoff letter(s)acceptable to the Title Company. Except for the Must Cure
Obligations and as expressly provided in this Agreement,Seller shall have no obligation to remove
any exceptions.
B. Release or Subordination of Liens on Other Property. Seller agrees that should
there be a mortgage,security interest or other lien affecting any casement area to be granted to
Buyer by Seller or any area owned by Seller subject to the use restriction in Section 7 of this
Agreement, Seller shall either remove such mortgage,security interest or other lien or obtain a
non-disturbance agreement, prepared by and at the expense of Seller and in recordable form
acceptable to Buyer,establishing Buyer's continued right to quiet enjoyment of any easement area
or enforcement attic use restriction in Section 7 below in the event of foreclosure or deed in lieu
of foreclosure with respect to such area.
C. intentionally Deleted.
4. BUYER'S INSPECTIONS;INSPECTION PERIOD.
A. Right of Entry. Seller grants to Buyer and persons designated by Buyer the right
and permission at any time after execution of this Agreement to enter upon the Property to inspect,
appraise, survey, take geological borings, obtain percolation and other soil tests, conduct
environmental assessment of the Property or perform any other tests which Buyer at its sole
discretion deems necessary to determine the suitability of the Property for Buyer's intended
improvements and use("Buyer's Inspections")which inspections shall be conducted in a good and
workmanlike manner, provided, however, that Buyer shall repair all damage caused by Buyer's
Inspections. Provided,further,any invasive testing shall be subject to Seller's prior written consent
which consent shall not be unreasonably withheld,delayed or conditioned,and Buyer shall provide
reasonable prior notice to Seller of any desired invasive testing. Buyer shall provide Seller with full
and complete copies of any and all results, data, conclusions, reports and other documents
generated by Buyer in connection with any environmental assessment or investigation performed
by Buyer or its agents or representatives, including any invasive testing, as such materials arc
received by Buyer. Unless required by law,Buyer shall not disclose any information regarding the
Property not otherwise available in the public domain to any person without a Bonafede need to
know, such as its attorneys, consultants, accountants, lenders and other professional advisors.
Buyer shall indemnity and hold Seller harmless from any loss,injury,liability,damage or expense,
including reasonable attorneys' fees and costs,directly caused by Buyer,or solely arising out of
(a) any act or omission of Buyer, or Buyer's agents, representatives or consultants, during the
performance of any tests or inspections conducted pursuant to this Agreement,or(b)the failure of
Buyer to restore the Property in accordance with this Section 4; provided,however, that such
indemnity shall not extend to protect Seller from any pre-existing liabilities or matters merely
discovered by Buyer(c.g.latent environmental contamination).Such indemnity shall survive the
Closing or any termination of this Agreement and shall not be merged therein.
B. Inspection and inspection Period. Buyer shall have one hundred eighty(180)days
after the Effective Date(the"Inspection Period')within which to conduct Buyer's Inspections
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and to otherwise examine the condition of the Property. TIME IS OF THE ESSENCE AS TO
THE INSPECTION PERIOD.
C. Buyer's Right to Terminate. Buyer shall have the right,at Buyer's sole discretion,
to terminate this Agreement for any reason or no reason at any time prior to the expiration of the
Inspection i'eriod,in which case the Deposit shall be canceled and all parties released from further
obligation,except for those that arc expressly provided to survive termination of this Agreement.
if Buyer fails to timely notity Seller of Buyer's termination of the Agreement as set forth in this
Section 4(C), Buyer shall he deemed to have satisfied itself regarding Buyer's Inspections.
Provided,however,if Buyer terminates this Agreement, Buyer agrees to deliver to Seller Buyer's
due diligence materials upon Seller's request and to the extent requested by Seller. The foregoing
notwithstanding, upon written notice to Seller, Buyer may elect to declare that the Inspection
Period has expired prior to its scheduled expiration. Buyer's right to terminate pursuant to this
Section 4(C) is in consideration of the payment of One Hundred Dollars(S100.00) by Buyer to
Seller, and other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged(the"Option Fee"). The Option Fee is not refundable,is not a part of the Deposit,
and will be credited to the Purchase Price at Closing.
5. SURVEY;SOIL TESTS;UTILITIES.
A. Survey. During the Title Period,Buyer may obtain a survey(the"Survey")of the
Property, which shall include a legal description of the Property that will allow for the proper
recording of the Deed(as defined below)at Closing and the issuance of a policy of title insurance
based upon the Title Commitment The Survey shall comply with the minimum standard detail
requirements for an ALTA/NSPS Land Title Surveys, be prepared by a surveyor licensed in the
State in which the Property is located,and be certified to Buyer and the Title Company. Buyer
shall provide Seller a copy of the Survey,and the Survey shall be subject to Seller's prior written
consent before becoming a part of the agreement as provided below, which consent shall not be
unreasonably withheld,delayed or conditioned. After Seller's approval of the Survey,the Survey
will then become a part of this Agreement and the legal description based upon the Survey shall
replace the description of the Property attached as Exhibit"A"without necessity of any further
action by the parties.
B. Soil Tests. If the Survey or any soil test performed as part of Buyer's inspections
disclose any condition which,in Buyer's sole judgment, would render the Property unusable by
Buyer for the purpose of constructing and operating a standard Waffle House restaurant with 2,500
pounds per square foot footings thereon or installing Buyer's standard 6"-2"-1" asphalt parking
lot thereon, Buyer may, at its option exercised in writing on or before the end of the Inspection
Period,terminate this Agreement in which event Buyer's Deposit shall be canceled or refunded to
Buyer.
C. Utilities. Buyer shall be permitted to tap into and receive service from the water
main, natural gas main, electric power lines, sanitary sewer, storm sewer and telephone,
(collectively, the "Utilities") without charge to Seller and with Buyer paying any required tap,
connection or other fees. Buyer shall have the sole responsibility, cost and expense in ensuring
that all Utilities are(or prior to the Closing will be)extended to the property line of the Property
and adequate and available for service and connection for Buyer's proposed use.
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6. CONDITIONS PRECEDENT. Anything herein to the contrary notwithstanding,Buyer's
obligations to purchase the Property pursuant to the terms of this Agreement arc subject to and
conditioned on the satisfaction or written waiver by Buyer, in Buyer's sole discretion, of the
following conditions("Conditions Precedent"):
A. Permits&Approvals. Buyer's receipt of all permits,licenses,variances,approvals,
and casements which,in the sole judgment of Buyer,are necessary to permit the construction and
operation of a Waffle House restaurant, 24 hours a day, 365 days a year (the "Permits and
Approvals"). In connection with the Permits and Approvals, Seller agrees to execute any
applications or other documents reasonably requested by Buyer,at no expense to Seller,in order
to obtain the Permits and Approvals.
B. Subdivision. Buyer obtaining a subdivision of the Property approved by Seller as
set forth in the terms of Exhibit B to this Agreement.
C. Seller's Representations and Warranties. All representations and warranties made
by Seller in this Agreement are true and correct in all material respects on the Closing Date as if
they were made on the Closing Date and Seller has complied in all material respects with its
covenants and obligations hereunder.
D. Seller's Closing Documents. The delivery of the Closing documents required to be
delivered by Seller described in this Agreement.
E. No Adverse Conditions or Changes. There is no change in the condition of the
Property after the expiration of the Inspection Period which would materially and adversely affect
Buyer's proposed use of the Property.
7. DEED; Restrictions Affecting Seller. Seller shall convey the Property to Buyer by a
transferable, insurable and recordable Special Warranty Deed (the "Deed") to be prepared by
Seller at Seller's expense,conveying good,marketable and insurable title in fee simple,without
defect and free and clear of all liens, encumbrances, easements, tenancies, memorials, rights,
covenants, restrictions, reservations, conditions, charges, agreements, encroachments and other
exceptions to title except the lien of real property taxes not yet due and payable,all matters that
would be shown by a current and accurate ALTAJNSPS land title survey of the Property,zoning
ordinances affecting the Property, matters of record existing on the Effective Date that are not
objected to by Buyer prior to the end of the Title Period (unless such matters are Must Cure
Objections or Seller has agreed to cure such matters),and such other exceptions to title as Buyer
may waive in writing. In the event that Buyer closes and completes its purchase of the Property,
Seller agrees that the following covenant shall be binding upon Seller:
"Seller herein warrants and covenants that Seller will not buy, sell, lease or otherwise mike
available any land either now controlled by Seller or which becomes subject to Seller's control
subsequent to the date Seller transfers the Property to Buyer with the Deed(the"Transfer Date"),
located west of Brentwood Road and within 300 linear feet of the perimeter of the Property(not
including the Property)(such area which does not include the Property being referred to herein as
the "Restricted Land") for use for a sit-down, breakfast style restaurant that primarily serves
breakfast items including a Huddle House, Shoney's, Denny's, international House of Pancakes
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(IHOP), Bob Evans Farms,Perkins Restaurant and Bakery, Dunkin' Donuts, American Waffle,
Waffle King, Atlanta Bagel Bakeries, Krispy Kreme, Original Pancake House, Omelet Shoppe
and Royal Warne King. This covenant shall be effective for a period equal to the lesser of(a)ten
(10)years after the date the Transfer Date and(b)the maximum time allowed under North Carolina
law. This covenant shall be binding upon Seller but shall not run with title to the Restricted Land
and shall not be binding upon Seller's successors and assigns. ."
b. CLOSING.
A. Closing Date;Documents and Escrow. The Deed shall be delivered to Buyer and
the Purchase Price paid to Seller(the"Closing")within thirty(30)days after the expiration of the
Inspection Period(the"Closing Deadline"and the date on which the Closing actually occurs,the
"Closing Date"). The Closing shall occur through a"mail-in" escrow conducted by the Title
Company or at such other place in the county in which the Property is located as Buyer may
designate. At Closing,Seller agrees to deliver to Buyer the Deed along with any other documents
customarily executed or delivered by a seller in North Carolina for similar transactions including
the following: (i)closing statement(the"Closing Statement")setting forth in reasonable detail
the transaction contemplated by this Agreement,(ii)lien waiver affidavit in form satisfactory to the
Title Company for the issuance of its title policy without exception for parties in possession,
provided,however,NCLTA Form 1 with a certification that there arc no other parties with rights
to the Property pursuant to verbal leases or unrecorded written leases with Seller shall be an
acceptable lien waiver affidavit,(iii)certificate duly executed by Seller setting forth Seller's address
and tax identification number and certifying whether or not Seller is a foreign person for purposes of
the Foreign Investment in Real Property Tax Act(FIRPTA),(iv)Form 1099-S in form reasonably
satisfactory to Title Company, (v) evidence of Seller's existence and authority to perform its
obligations under this Agreement in form and substance reasonably satisfactory to Title Company,
(vi) a certificate duly executed by Seller and certifying that each and every warranty and
representation made by Seller in this Agreement is true and correct in all material respects as of
Closing, as if made by Seller at such time,and(vii) a"gap"indemnity to the Title Company for
matters arising between the effective date of the Title Commitment and the recording of the Deed.
All such documents shall be executed by Seller and notarized where required for recording or other
purposes. At Closing, Buyer agrees to deliver an executed Closing Statement to Seller. If the
legal description of the Property as shown in the Survey differs from the legal description by which
Seller took title to the Property, Seller agrees to deliver to Buyer at Closing a quitclaim deed
conveying title to the Property using the legal description contained in the Survey if requested by
Buyer.
B. Closing Costs. The costs of Closing shall be paid as follows. Unless otherwise
provided in this Agreement,all other closing costs shall be shared equally by Seller and Buyer.
rASM'agki'ANTICIBATED
_._ _ 1 Y,'ER';' i TSCER
Payment,release and recording of any liens required to clear title X __
Preparation of any quitclaim deeds required to clear title X
Preparation and recording of the subdivision plat,if applicable X*
Change in use or"roll-back"taxes,if applicable X
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ANTICIPATED ResPohsi blc�Pa rty
-- --- C"LOSiNG COSTS ' SELLER-, BUYER
Preparation of Deed X
Documentary,transfer and conveyance taxes and fees on the X
Deed
Recording fcc for Deed X
Preparation of quit claim deed(survey description),if necessary X
Recording fee of quitclaim deed(survey description),if X
necessary
Preparation of Easement Agreement,if applicable X
Recording fee for Easement Agreement,if applicable X
Title search,commitment,update,copies,courier fees X
Title insurance premium X
ALTA/NSPS Survey X
Brokerage charges and finder's fees,if applicable N/A N/A
Escrow Agent's closing fee X(1/2)** X(1/2)
Seller's attorney fees,if any X
Buyer's attorney fees,if any X
*Up to$1,200. **Up to$1,000.
C. Property Taxes and Assessments. All unpaid assessments as of the Closing Date
shall be paid by Seller. All ad valorem property taxes affecting the Property for the tax year in
which the Closing occurs shall be prorated between Buyer and Seller as of the Closing Date based
Upon a 365 or 366-day year, as applicable. If the current year bill far ad valorem taxes is not
available at the time of the Closing, the proration shall be based upon the tax bill for the
immediately preceding year. The parties agree to reconcile the foregoing proration after Closing
once the actual tax bill is received, with the party underpaying its pmrata share promptly
reimbursing the other for the underpayment. Seller shall be obligated to pay any additional ad
valorem taxes,special assessments,charges,fees or other expenses applicable,aw=ed or levied
against the Property(or any larger parcel of which the Property is a part),if any,for the period of
time prior to the Closing Date but which is invoiced or charged after the Closing late,including
without limitation,"roll-back"or similar taxes applicable to the Property as a mull of Buve s
development or change in use of the Property. In order to eliminate any exception in Buyer's title
insurance policy for such taxes, Seller agrees that tin amount satisfactory to the Title Company
may be escrowed at Closing and held by the Title Company pending payment of such taxers. The
provisions of this Section B(C)shall survive the Closing.
D. Intentionally Omitted,.
9. POSSESSION. Possession of the Property shall be given to Buyer at the time of Closing.
The Property.shall ho unoccupied.and free of any lease to or other right or possession or claim of
right of possession by any party Oilier than Buyer except for casements tyre x'ni.
1(1, JIMINI'N`I DOMAIN, If any authority having the right of eminent domain shall
commence negotiations with Seller or commence)legal action against Seller or the Poverty for the
damaging,taking or acquiring oral!or any part of the l'ropcxty,either temporarily or p'.rtualtetitl\'
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(a "Taking"), Seller shall immediately give written notice of the Taking to Buyer. Provided,
however,Buyer acknowledges and agrees that Buyer shall have no right to any award,settlement
proceeds or other proceeds with respect the taking by Rutherford Electric Membership Corporation
("REMC")as set forth in a Verified Petition filed by REMC on or about November 24,2021 as
Lincoln County Case Number 2021 SP 141 (the"REMC.Taking")and also described in a Notice
of Lis Pendens filed by REMC on or about November 24,2021 as Lincoln County File Number
21-M-185. Except for the REMC Taking,upon the notification of a Taking,Buyer shall have the
right,at its option,to terminate this Agreement by giving notice to Seller on or before the Closing
Date,in which event Buyer shall he released of all further obligations hereunder and the Deposit
shall be canceled or returned. If Buyer does not so terminate this Agreement,the Purchase Price
for the Property shall be reduced by the total of all awards,settlement proceeds or other proceeds
received by Seller at or prior to Closing with respect to the Taking. At Closing,Seller shall assign
to Buyer all rights of Seller in and to all awards,settlement proceeds or other proceeds payable
alter Closing by reason of the Taking. The risk of eminent domain shall be borne by Seller until
the Deed is recorded. If Seller undertakes any negotiations with any authority regarding a Taking
other than the REMC Taking,Seller will inform Buyer of all such negotiations and will permit
Buyer to take part therein.
11. CASUALTY LOSS. If all or any portion of the Property,or any improvements thereon,
are damaged or destroyed by fire or any other casualty(a"Casualty"),Seller shall immediately
give written notice of the Casualty to Buyer. Upon the occurrence of any Casualty,Buyer shall
have the right,at its option,to terminate this Agreement by giving notice to Seller on or before the
Closing Date,in which event Buyer shall be released of all further obligations hereunder except
for any obligations that are expressly provided to survive termination of this Agreement and the
Deposit shall be canceled or returned. If Buyer does not so terminate this Agreement,the Purchase
Price for the Property shall be reduced by the total of all insurance or other proceeds received by
Seller at or prior to the Closing with respect to the Casualty. At Closing, Seller shall assign to
Buyer all rights of Seller in and to any insurance or other proceeds payable after Closing by reason
of the Casualty. The risk of Casualty or other loss shall be borne by Seller until the Deed is
recorded. In the event of any loss which might be covered by any insurance policy,Seller agrees
to advise Buyer fully of the terms thereof. If Seller undertakes any negotiations for the settlement
of any claims regarding a Casualty, Seller will inform Buyer of all such negotiations and will
permit Buyer to take part therein.
12. REPRESENTATIONS AND WARRANTIES. Seller covenants,represents and warrants
each and all of the following,which shall survive the Closing:
A. Title;Authority;Conflicts. That(i)Seller has good,marketable and insurable fee
simple title to the Property; (ii) Seller has the power and authority to execute and deliver this
Agreement and to incur and perform all obligations required; (iii) the individual(s)signing this
Agreement,the Deed and all other documents to be delivered at or prior to Closing have been duly
authorized to sign such documents and to bind Seller to the provisions thereof; (iv) Seller's
performance and compliance with the terms,provisions and conditions of this Agreement does not
and will not conflict with or result in any violation of any of the terms,conditions,or provisions
of any other agreement, obligation, declaration or restriction,judgment, decree, statute,rule or
regulation applicable to Seller or the Property;and(v)Seller is unaware of any party that may have
approval rights concerning the development of the Property other than any required approvals from
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governmental authorities and any approvals that might be set forth in the Declaration of Easements
and Restrictive Covenants found in Book 2636 Page 376-394 in the Lincoln County Register of
Deeds.
B. Intentionally Omitted.
C. Environmental. That(i)to the best of Seller's knowledge without investigation or
inquiry,there are no pending actions affecting the Property or against Seller under any law statute
or regulation designed to protect the environment(an"Environmental Law");(ii)Seller has not
received notice of any such action(or of a possible action);(iii)except as disclosed in a Phase 1
Environmental Site Assessment dated May 25,2016,prepared by Environmental Assessment&
Consulting(EAC Project Number 16-2948)(the`Environmental Report"),and based solely on the
Environmental Report without any further independent investigation by Seller,there are no past
or current"releases"of"hazardous substances"on the Property,as those terms are used under any
Environmental Law;and(iv)except as disclosed in the Environmental Report,Seller is not aware
of any condition on the Property that Gould give rise to liability for violation of any Environmental
Law.
D. Permits. To the best of Seller's knowledge without investigation or inquiry,there
are no permits related to the Property binding on Seller.
E. Pending Matters. Except for matters set forth in Seller's title insurance policy and
matters of record including the REMC Taking,Seller has no knowledge of any threatened service
or use restrictions or any other circumstance, condition, or situation of any nature now existing
(including any threat of condemnation,zoning change or other action)that would affect Buyer's
development and/or operation of the Property as a Waffle House restaurant(should Buyer elect to
so use the Property). Provided, however, Seller makes no representations with respect to the
current zoning for the Property.
F. No Commitments to Third Parties. Seller has not made, and prior to the Closing
Date will not make,any commitments to any governmental authorities,utility company,school
board,religious body,or any other association or organization,group or individual,relating to the
Property which would impose any obligation on Buyer, or its successors or assigns, after the
Closing Date to make any contributions of money, dedications of land or grant of easements or
rights-of-way,or to construct,install or maintain any improvements of a public or private nature
on or off the Property.
Except as expressly set forth in this Agreement, all representations and warranties made by the
parties in this Agreement shall survive the Closing and the delivery of the deed for a period of six
(6)months.
13. Intentionally Omitted.
14. NO SUBSEQUENT ENCUMBRANCES. Subsequent to the Effective Date,Seller shall
not subsequently put under contract,sell,assign,rent,lease,convey,grant a security interest in,or
otherwise encumber, disturb, or dispose of, the Property (or any part thereof or any interest or
estate therein),or consent to any of the foregoing,or enter into,apply for or consent to any zoning
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(except as provided herein),land use, or development restriction relating to the Property or any
part thereof except as approved in writing by Buyer,which may be granted or withheld in Buyer's
sole and absolute discretion.
15. DEFAULT.
A. Seller's Default;Buyer's Remedies. if Seller fails or refuses to perform any of its
obligations under this Agreement or if any ofSoiler's warranties and representations arc not correct
,, 61gt15 in all material respects,Buyer may elect to(i)terminate this Agreement by written notice to Seller
and cancel or receive a return of the Deposit and recover damages from Seller for Buyer's
,b f opa 0 reasonable documented third-party expenses incurred under this Agreement in an amount not to
iti
exceed ,or(ii) seek specific performance of this Agreement. Under no circumstances
r
5r'VII23 shall Seller be liable to Buyer under this Agreement for consequential damages. If Seller defaults
and Buyer desires to bring an action for specific performance of this Agreement as described
above,Buyer must commence such action within thirty(30)days after the date the Closing was
supposed to occur. Buyer's failure to commence an action for specific performance as described
above within the period required under this Section 15(A)shall constitute an irrevocable waiver
of its right to bring the same. Buyer agrees to provide Seller with written notice of any default or
breach hereunder and shall permit Seller five(5)days within which to cure any default or breach.
B. Buyer's Default;Seller's Remedies. If Buyer defaults under this Agreement, the
Deposit shall be redeemed by or paid to Seller as full liquidated damages and this Agreement shall
be null and void and all parties released from further obligation except for those that are expressly
provided to survive termination of this Agreement. The parties agree that Seller's damages will
be difficult to ascertain and that the Deposit constitutes a reasonable and full liquidation of
damages and is not a penalty, Except for damages due to Buyer's breach of the terms and
provisions of Section 4 or Section 16 of this Agreement,Seller shall not initiate any proceeding to
recover damages from Buyer in excess of the Deposit,and Buyer shall not initiate any proceeding
challenging Seller's right to receive the Deposit as liquidated damages.
16. BROKER.-Seller and Buyer represent and warrant each to the other that such party has
not employed or dealt with any real estate broker or agent in connection with the transactions
contemplated by this Agreement. Seller agrees to indemnify Buyer, the Title Company and the
Escrow Agent from and against any and all claims,demands and suits for any fee,commission,
reimbursement or payment owed in connection with the purchase and sale of the Property by any
person or firm claiming to have negotiated, instituted or brought about this Agreement due to
contact with Seller. Buyer agrees to indemnify Seller,the Title Company and the Escrow Agent
from and against any and all claims,demands and suits for any fee,commission,reimbursement
or payment owed in connection with the purchase and sale of the Property by any person or firm
claiming to have negotiated,instituted or brought about this Agreement due to contact with Buyer.
This indemnification obligation shall survive the Closing and the delivery of the Deed.
17. NOTICES. Any notice required or intended to be given to either party under the terms of
this Agreement shall be in writing and shall be deemed to be duly given and effective(i)on the
date it is delivered personally,(ii)on the date deposited with a national overnight courier service
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for next business day delivery, (iii) on the date it is delivered via email upon confirmed
transmission of such notice:provided that if there is no confirmation or notification of successful
delivery of such notice sent by c-mail,then no later than the next business day after the e-mail is
sent,a hard copy of the c-mail transmission is sent in the manner set forth in item(i),(ii)or(iv)
set forth herein,or(iv)cm the date it is deposited in the United States mail,marked certified or
registered,return receipt requested,with postage prepaid,all addressed to each party at its address
set forth below. The time period in which to respond(if required)to such notice shall commence
on the date of receipt. Rejection, refusal, or inability to deliver because of changed address of
which no notice was given shall be deemed to be receipt of the notice. A party may change its
address by giving at least five(5)days prior written notice to the other party. Any notice may be
given by a party's counsel. Telephone and fax numbers are given for convenience of reference
only and notice by telephone or fax shall not he effective. The parties' respective address for
notice purposes arc as follows.
if to Seller: STTR Limited Partnership
182 Killian Fann Road
Stanley,NC,28164
Attention:Sonya Gales
Telephone:[phone]
Email:[e-mail]
with a copy to: Fletcher, Tydings, Williams-Tracy &
Gott,PLLC
831 East Morehead Street,Suite 255
Charlotte,NC 28202
Attention:Kevin Tydings
Telephone:[phone]
Email:ktvdings a flctchcrtydints.com
If to Buyer: Waffle House,Inc.
5986 Financial Drive
Norcross,GA 30071
Attention:Erik Haeffs
Telephone:[phone]
Fax:[phone]
Email:[e-mail]
18. WAIVER. No waiver of any provision of or default under this Agreement shall be
enforceable unless in writing and signed by the party against whom enforcement is sought,and
such enforceability shall be limited in scope to the specific waiver. No written waiver shall operate
as a waiver of any future circumstance or default,whether of like or different character.
19. MISCELLANEOUS.
A. Assignment. Prior to Closing,Buyer may assign all rights and obligations under this
Agreement without the consent of Seller for the purpose of a Like-Kind Exchange or
DATE 614113 XNTl t E�
DATE 6I1 '3 INITIAL I0

-
to any entity affiliated or under common control with Buyer(each,an"Affiliate")so
long as (i) Buyer and the assignee execute an assignment and assumption agreement
(the"Assiznment")by which Buyer assigns,and the assignee assumes,all of Buyer's
(! rights and obligations under this Agreement, and (ii)Buyer promptly delivers a copy
{ of the executed Assignment to Seller. Any permitted assignment under this Agreement
shall not relieve Buyer of its obligations under this Agreement.
B. Modifications. No oral agreement or series of communications shall be effective
to amend,waive,modify or discharge this Agreement it in whole or in part. All modifications or
amendments to this Agreement shall be in writing and signed by the parties hereto.
C. Interest. This Agreement shall inure to the benefit of and bind the parties hereto,
their respective heirs,executors,administrators,personal and/or legal representatives,successors
and assigns.
D. Captions. Section headings have been inserted for convenience only and shall in
no way modify,restrict,or be used to construe any provisions of this Agreement.
E. Definition of Seller. If two or more persons or entities constitute Seller,the word
"Seller"shall be construed as if it reads"Sellers"throughout this Agreement,and all such persons
or entities shall be jointly and severally liable for all obligations of"Seller"under this Agreement.
F. Counterparts. This Agreement may be executed in multiple counterparts,each of
which shall be considered an original document,and all of which shall be construed as one and the
same agreement, If one or more counterparts of this Agreement are delivered by electronic scans
as a PDF file,such scans shall be deemed to be original counterparts duly executed and delivered
by the party transmitting the same;provided,however,that the parties may agree to deliver original
counterparts as well, but the failure to deliver original counterparts shall not affect the
enforceability of the counterparts transmitted by electronic scans.
G. Time Periods. Any date certain under this Agreement by which an action must or
may be taken or completed which falls on a Saturday,Sunday,or legal holiday observed by the
State of North Carolina shall automatically be extended to the next day that is not a Saturday,
Sunday or legal holiday. The term"Business Days"shall mean all days which are not Saturdays,
Sundays or legal holidays. Time periods calculated from a date certain that is extended pursuant
to this Section 19(G)shall be calculated from the extended date.
H. Severability. This Agreement is intended to be performed in accordance with,and
only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any
provision of this Agreement,or the application thereof to any person or circumstance,shall for any
reason and to any extent be invalid or unenforceable, then the remainder of this Agreement and
the application of such provision to other persons or circumstances shall not be affected thereby
but rather should be enforced to the greatest extent permitted by law.
I_ Time of Essence. Time is of the essence of this Agreement.
J. Construction and Interpretation. Each party to this agreement is either represented
by legal counsel or has had the opportunity to obtain legal counsel in connection with the
DATE 531-k`23 IN1T �l
DATE SI 23 INITIAL
11

negotiation,enforcement and performance of its rights and obligations hereunder. This Agreement
shall he interpreted and construed in an evenhanded manner between Seller and Buyer and to give
this Agreement and its terms their fair meaning. If and when the language or wording of this
Agreement is deemed to he ambiguous or otherwise unclear, the issue shall be resolved in the
manner most consistent with the relevant provisions of this Ageement without regard to
authorship or drafting of the language or wording, without any presumption or interpretation or
construction in favor of either Seller or Buyer and without reference to the "reasonable
expectations"of either Seller or Buyer.
K. Intentionally Omitted.
L. Applicable Law. This Agreement shall be construed and enforced in accordance
with the laws of the state or commonwealth where the Property is located,and the parties expressly
agree that exclusive jurisdiction of any disputes regarding the terms or enforceability of the
Agreement or any document executed pursuant to the Agreement(including the Deed)either in
the Superior Court of the State of North Carolina where the Property is located or in the Federal
Court where the Property is located in North Carolina,and the patties irrevocably consent to the
jurisdiction of such courts.
M. Entire Agreement, This Agreement, including the Exhibits, contains the entire
agreement between the parties pertaining to the Property and fully supersedes all prior written or
oral agreements and understandings between the parties pertaining to the Property.20. ACCEPTANCE;EFFECTIVE DATE. If this Agreement is not signed simultaneously by etl sfr Iz'
both parties, then it shall be considered to be an offer made by the party first executing it to the 104k
other party. In that event,this offer shall expire at 11:59 P.M., Eastern Time, on May;S, 2023
unless by such time one fully-executed counterpart of this Agreement is returned to the party 5 fib 3
making the offer. The"Effective Date"of this Agreement shall be the date on which the last party
signs this Agreement and such date shall be written on the first page of this Agreement.
21. ENFORCEMENT; ATTORNEY FEES. If legal action is necessary to enforce any
provision of this Agreement, the prevailing party shall recover from the other party all costs and
fees incurred by the prevailing party,including fees of attorneys and/or paralegals and related costs
at rates that are customary and reasonable in the locality of the action tar services performed and
related costs incurred,and based on the number of hours set-vices were performed and actual costs
that were incurred,all of which shall be deemed to have been performed or incurred in good faith
and reasonably required absent evidence of wasteful or abusive billing or procurement practices.
22. SELLER'S TAX IDENTIFICATION. After full execution of this Agreement, Seller
agrees to provide
23. Seller's Federal Tax I.D.Number to Title Company upon its request.
24. SPECIAL STIPULATIONS. Special Stipulations,if any,are attached as Exhibit"B"and
incorporated herein by this reference.
j'Signatures appear on following page.]
DATC SI 23 iNIT -EN
DADATE5 23 INITIA 12

IN WITNESS WHEREOF,the parties have duly executed this Agreement as of the
Effective Date.
BUYER:
WAFFLE HOUSE,INC.,a Georgia
corporation
By: -
Name:Erik Haeffs
Title:Real Estate Director
Date:_5t11_2.P2,3
DATE s�l`e412 1N1 EN
DATE..23 INITIAL 13
...._•_-

SELLER:
ST1'12 Limited Partnership,
a North Carolina limited partnership
Nar c: So .n M. Gales
Title:General a-tilerD,is.._ _� 9-3 By: _ _ 1,___Afj_31)
�
Name:Ronald K.Morrison
Title:General Part cr
Date: 5 /S3
DATE 40:3 1N17'1 L EN
DATE 51 —1NIT1. Jj
]4

EXHIBIT"A"
Property
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DATE S`4i 1MtJ El
DATE 23 INrnAL is
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EXHIBIT"B"
Special Stipulations
The following special stipulations are incorporated into the Agreement. If any of the special
stipulations require Seller to impose restrictions on property owned or controlled by Seller,Seller
agrees to execute any and all documents and that the documents or instruments setting forth such
restrictions shall be acceptable to both Buyer and Seller. All capitalized terms used in this Exhibit
"B"and not otherwise defined shall have the meanings ascribed to such terms in the Agreement.
If there is any conflict between the tern-is and provisions of this Exhibit "B"and the terms and
provisions of the Agreement,the terns and provisions of this Exhibit"B"shall control and govern.
The special stipulations arc as follows:
1. Required Documents from Seller. Within ten (10)days after the Effective Date, Seller
shall deliver to Buyer the following items(each to the extent available or reasonably obtainable
by Seller)pertaining to the Property:
(a) Any and all title insurance policies and title exception documents.
(b) Copies of all tax bills for the last three(3)years.
(c) Surveys,plats,site plans,topographical maps and engineering studies.
(d) Any and all information regarding zoning requests.
(e) Any and all environmental reports and correspondence with regulators.
(f) [Intentionally Omitted].
(g) Any and all recorded or unrecorded leases if any.
(h) [Intentionally Omitted].
2. Subdivision. Seller and Buyer acknowledge and agree that the Property is not currently a
legally subdivided parcel,and instead is a part of that certain larger parcel of land owned by Seller
(the "Parent Tract"). Subdivision of the Parent Tract in accordance with the applicable
governmental requirements (the "Subdivision") shall be a condition precedent to Buyer's
obligation to purchase the Property and Seller's obligation to sell the Property. During the
Inspection Period, Buyer shall submit a proposed subdivision plat to Seller for Seller's written
approval, which approval shall not be unreasonably withheld, conditioned or delayed. Seller's
approval of or comments to the subdivision plat shall be provided within 10 days following Seller's
receipt of the proposed subdivision plat,and Seller shall have the right to review and approve any
changes to the Subdivision after Seller's written approval is given. Buyer shall coordinate with
Seller throughout the Subdivision process and, except for recordation of the plat for the
Subdivision which plat shall be recorded after the Inspection Period,Buyer shall use diligent and
good faith efforts to satisfy all conditions imposed by any governmental authority in connection
with obtaining final governmental approval of the Subdivision before the expiration of the
Inspection Period. Buyer shall either(i)record the approved subdivision plat prior to Closing but
after the Inspection Period or(ii)deliver the approved subdivision plat to the Escrow Agent prior
to Closing for recording at the time of Closing. In the event that Buyer closes and completes its
purchase of the Property,Seller shall be responsible for all costs and expenses associated with the
Subdivision up to the maximum amount of$1,200,including,without Iimitation,the engineering,
application,review and payment of the costs of recording the subdivision plat in the public record.
The Iegal description in the Deed shall refer to the recorded subdivision plat. Anything herein to
DATE 5I`1 I23 114111 L
DATE 511123 INITI 16

the contrary notwithstanding,in the event Buyer is unable to obtain final governmental approval
of the Subdivision prior to the Closing Deadline, Buyer may terminate this Agreement and the
Escrow Agent shall cancel or return the Deposit to Buyer.
3. Intentionally Omitted.
4. Intentionally Omitted,
fEND OF EXHIBIT"B"J
DATE 50\-13 ,-
DATE-W1NITI
1 'J M&& 17