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3 <br /> FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT AND POST-CLOSING <br /> AGREEMENT <br /> This First Amendment to Purchase and Sale Contract and Post-Closing Agreement (the <br /> "Agreement") is made and entered into as of June, 2025 (the "Effective Date") by and among <br /> CAPKOV VENTURES, INC. a North Carolina Corporation company ("Seller") and ORANGE <br /> COUNTY NORTH CAROLINA("Buyer"). "Seller"and"Buyer"are collectively referred to herein as <br /> the "Parties", and each individually as a"Party". <br /> BACKGROUND <br /> 1. Seller entered into a Purchase and Sale Contract with Buyer with an Effective Date of April <br /> 25, 2025 (the "Contract") for the purchase of certain property now shown as 5.02 acres, more or less <br /> on a preliminary map survey prepared by Timmons Group and entitled"Recombination Survey prepared <br /> for Capkov Ventures, Inc." and attached as Exhibit "B", and incorporated herein by reference (the <br /> "Recombination Plat")and also hereinafter referred to as(the"Buyer's Parcel or Buyer's Lot"). The <br /> Recombination Plat also shows New Lot 1 containing 1.81 acres,more or less and new Lot 3 containing <br /> 9.61 acres,more or less. New Lot 1 and New Lot 3 are (the "Seller's Parcels or Seller's Lots"); <br /> 2. Section 6.2 of the Contract and Section 6.3 of the Contract provides for a "Declaration" and <br /> "Easements" to be negotiated, agreed upon and recorded on or prior to Closing. The Parties want to <br /> close on June 30, 2025. The Declaration and Easements cannot be finalized and recorded until such <br /> time as the Town of Hillsborough has approved Buyer's site plan drawings. Buyer has submitted to the <br /> Town of Hillsborough a site plan entitled "Site Plan Review Drawings for the Orange County Crisis <br /> Diversion Facility" dated 5-5-2025 and attached as Exhibit "A" and incorporated herein by reference <br /> (hereinafter"Plan Set"). Final approval of the Plan Set will not occur on or before June 30, 2025. <br /> 3. The Parties mutually desire to negotiate and agree on the substantive terms to the Declaration <br /> and Easements required by the Parties for proper use and enjoyment of their respective Parcels on or <br /> before June 30, 2025, and mutually understand and agree that final revisions to the Declaration and <br /> Easements will be based on final Plan Set approval from the Town of Hillsborough. By way of example, <br /> all final locations for Easements must be based on the final Plan Set approval. The Parties all understand <br /> and agree that the Declaration and Easements will be recorded after Closing. <br /> 4. Subject to the terms and conditions of this Agreement as set forth below, the Parties have <br /> agreed to Close on June 30, 2025. <br /> NOW, THEREFORE, in consideration of the premises, which shall be considered additional <br /> material terms to this Agreement,promises and mutual covenants herein,and for other good and valuable <br /> consideration,the receipt and legal sufficiency of which are hereby acknowledged,the Parties do hereby <br /> agree as follows: <br /> 1. SEWER EASEMENT. The Seller will execute a sewer easement in favor of the Buyer <br /> and the Town of Hillsborough ("the Town") connecting public sewer to the existing sewer main line <br /> running from Waterstone Drive and connecting with what is referred to by the Town of Hillsborough as <br />