2013-542 AMS - Wesley D Woods and Alice R Woods for 1203 US Hwy 70A property $200,000

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and held in escrow by Escrow Agent until Closing, at which time it will be credited to Buyer, or until this Contract is otherwise terminated. In the event: (1)this offer is not accepted; or(2) a condition of any resulting contract is not satisfied,then the Earnest Money Deposit shall be refunded to Buyer. In the event of breach of this Contract by Seller, the Earnest Money Deposit shall be refunded to Buyer upon Buyer's request,but such return shall not affect any other remedies available to Buyer for such breach.In the event of breach of this Contract by Buyer,the Earnest Money Deposit shall be paid to Seller upon Seller's request as liquidated damages and as Seller's sole and exclusive remedy for such breach,but without limiting Seller's rights under Paragraphs 4(e)and 4(f)for damage to the Property or Seller's right to retain the Due Diligence Fee. It is acknowledged by the parties that payment of the Earnest Money Deposit to Seller in the event of a breach of this Contract by Buyer is compensatory and not punitive, such amount being a reasonable estimation of the actual loss that Seller would incur as a result of such breach. The payment of the Earnest Money Deposit to Seller shall not constitute a penalty or forfeiture but actual compensation for Seller's anticipated loss, both parties acknowledging the difficulty determining Seller's actual damages for such breach.If legal proceedings are brought by Buyer or Seller against the other to recover the Earnest Money Deposit, the prevailing party in the proceeding shall be entitled to recover from the non-prevailing party reasonable attorney fees and court costs incurred in connection with the proceeding. (f)"Escrow Agent"(insert name): N/A (NOTE: In the event of a dispute between Seller and Buyer over the disposition of the Earnest Money Deposit held in escrow, a licensed real estate broker ("Broker") is required by state law (and Escrow Agent, if not a Broker, hereby agrees) to retain the Earnest Money Deposit in the Escrow Agent's trust or escrow account until Escrow Agent has obtained a written release from the parties consenting to its disposition or until disbursement is ordered by a court of competent jurisdiction.Alternatively,if a Broker is holding the Earnest Money Deposit, the Broker may deposit the disputed monies with the appropriate clerk of court in accordance with the provisions of N.C.G.S. §93A-12.) THE PARTIES AGREE THAT A REAL ESTATE BROKERAGE FIRM ACTING AS ESCROW AGENT MAY PLACE THE EARNEST MONEY DEPOSIT IN AN INTEREST BEARING TRUST ACCOUNT AND THAT ANY INTEREST EARNED THEREON SHALL BE DISBURSED TO THE ESCROW AGENT MONTHLY IN CONSIDERATION OF THE EXPENSES INCURRED BY MAINTAINING SUCH ACCOUNT AND RECORDS ASSOCIATED THEREWITH. (g)"Effective Date":The date that:(1)the last one of Buyer and Seller has signed or initialed this offer or the final counteroffer,if any,and(2)such signing or initialing is communicated to the party making the offer or counteroffer,as the case may be. (h) "Due Diligence": Buyer's opportunity during the Due Diligence Period to investigate the Property and the transaction contemplated by this Contract, including but not necessarily limited to the matters described in Paragraph 4 below, to decide whether Buyer,in Buyer's sole discretion,will proceed with or terminate the transaction. (i)"Due Diligence Fee": A negotiated amount,if any,paid by Buyer to Seller with this Contract for Buyer's right to conduct Due Diligence during the Due Diligence Period. It shall be the property of Seller upon the Effective Date and shall be a credit to Buyer at Closing. The Due Diligence Fee shall be non-refundable except in the event of a material breach of this Contract by Seller,or if this Contract is terminated under Paragraph 8(1) or Paragraph 12, or as otherwise provided in any addendum hereto. Buyer and Seller each expressly waive any right that they may have to deny the right to conduct Due Diligence or to assert any defense as to the enforceability of this Contract based on the absence or alleged insufficiency of any Due Diligence Fee,it being the intent of the parties to create a legally binding contract for the purchase and sale of the Property without regard to the existence or amount of any Due Diligence Fee. 0) "Due Diligence Period": The period beginning on the Effective Date and extending through 5:00 p.m. on October 15, 2013 TIME BEING OF THE ESSENCE with regard to said date. (k)"Settlement": The proper execution and delivery to the settlement agent of all documents necessary to complete the transaction contemplated by this Contract, including the deed, settlement statement, deed of trust and other loan or conveyance documents, and the settlement agent's receipt of all funds necessary to complete such transaction. (1) "Settlement Date": The parties agree that Settlement will take place 30 days from date this Offer To Purchase and Contract is last executed (the "Settlement Date"), unless otherwise agreed in writing, at a time and place designated by Buyer. KC;305879v1 ( 7 1.DOC) �. Buyer initialsvIA Seller iriitiaV Page 2 of 10 Association Form No.2®Revised 2007,2008,1/2011 This standard form has been approved jointly by:North Carolina Printed by Agreement with the NC Bar Association North Carolina Bar Association—NC Bar Form No.2 North Carolina Association of Realtors®,Inc,—Standard Form 2T