2004 S ERCD - MARTHA ADAMS GALLI, and ANN A. ADAMS and JO OZART Purchase the Adams Tract/Grant of Conservation Easement From Carrboro to Orange County

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WITNESSETH: Buyer hereby offers to purchase and Seller, upon acceptance of said offer, agrees to sell and convey, all of that plot, piece or parcel of real property located in Orange County, North Carolina, which said real property is hereinafter referred to as "the Property" and is more particularly described as follows: The 27-28 acres, more or less, (not less than 27 acres) of the 30 acre, more or less, tract of land identified as Orange County P.I.N 9779-80-1616 that has an Orange County tax reference of TMBL 7.30..11, which 27-28 acres, more or less, excludes the residence located on the 30 acre, more or less, tract and its curtilage. Amore particular description of the Property will be attached to this Agreement and incorporated herein as Exhibit A once the Survey of the Property that will be performed as prescribed in Paragraph 4(d) of this Agreement is completed. Each party will sign and date the exhibit once attached in order to acknowledge their consent thereto, and once signed and dated, Exhibit A shall become an integral part of this Agreement to the same degree as if it had been attached hereto and incorporated by reference on the date first above written. THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE AS FOLLOWS: 1. PURCHASE PRICE: The purchase price for the Property shall be ONE MILLION FIVE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($1,550,000) plus any amount due Seller as the result of the calculation made in Paragraph 4(c) of this Agreement. The purchase price shall be paid at the closing. 2. TITLE: Title will be delivered to Buyer at closing by a General Warranty Deed from Martha Adams Galli and a Special Warranty Trustees Deed from Ann A. Adams and John Mozart, Co-Trustees of the Testamentary Trust created under the will of John Evi Adams, made to Orange County, North Carolina, which shall be fee simple marketable title, free of liens, encumbrances, easements, restrictions, rights and conditions, including, but not limited to, any promissory note, mortgage, deed of trust, real estate contract, right of first refusal, or option to buy, other than current property taxes and rights, reservations, covenants, easements, conditions, and restrictions of record as of the effective date of this Agreement that do not materially affect the value of the Property or unduly interfere with Buyer's intended use of the Property, which 2