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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(d) Seller acknowledges that it is the intent of Buyer to assign all of its rights and interest in this Contract to the Town of Carrboro, North Carolina ("Carrboro") and that Carrboro will be the grantee in the deed from Seller. Buyer will acquire from Carrboro a Conservation Easement in the Property. Seller, by this agreement, consents to the assignment of this Contract from Buyer to Carrboro. (e) A condition precedent to Buyer's obligation to close on the sale of the Property is that Buyer's Board of Commissioners formally approve the purchase of the Property by action in an open public meeting as provided by law. 6. MISCELLANEOUS PROVISIONS: (a) This Agreement embodies and constitutes the entire understanding between the parties with respect to the transaction contemplated herein and all prior agreements, understandings, representations and statements, oral or written, are merged into this Agreement. Neither this Agreement nor any provision hereof maybe waived, modified, amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment or discharge or termination is sought, and then only to the extent set forth in such instrument. (b) This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without, however, giving effect to any principle of conflicts of law. (c) The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. (d) From and after the Closing, Buyer hereby completely releases and forever discharges Seller and Seller's trustees, beneficiaries, affiliates, employees, successors, assigns, 7