Buyer(s) (jointly and severally): LOT PURCHASE AGREEMENT, 201 Lot Number of Darby Braeside Subdivision in Jerome Township, Union County, Ohio. Real Estate Purchase Agreement This Real Estate Purchase Agreement is entered into as of the date set forth above by and between Darby Braeside, LLC, an Ohio limited liability company and the undersigned purchaser(s), for the purchase and sale of the real property designated above and hereinafter described for the consideration and upon the terms hereinafter set forth. For simplicity in reading this the Real Estate Purchase Agreement, it is referred to simply as the "Agreement", the date the Agreement was signed is referred to simply as the Effective Date", Darby Braeside LLC is referred to simply as "Seller", the undersigned purchaser(s), whether one or more than one, is referred to in the singular simply as "Buyer", the real property that is the subject of this Agreement is referred to simply as the "Lot", and the subdivision in which the Lot is situated (Darby Braeside Subdivision) is referred to simply as the Subdivision. In consideration of the mutual promises of the parties and for valuable consideration paid, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally bound, covenant and agree as follows: 1. PURCHASE AND SALE. Buyer agrees to purchase from Seller and Seller agrees to sell and convey to Buyer the Lot which is located in Jerome Township, Union County, Ohio, as the same is shown, described, and delineated on the recorded plat of the Subdivision, of record in Plat Book 5, Pages 373 A-B, (Instrument No. 201510150008486) records of the Union County Recorder. 2. PURCHASE PRICE AND TERMS. The purchase price for the Lot shall be the sum of Dollars ($ ), (the Purchase Price ) together with any additional costs specified herein, payable at Closing. 3. DEPOSIT. Simultaneously with the execution hereof, Buyer has deposited with Seller the sum representing ten percent (10%) of the purchase price of the lot or Dollars ($ ) (the Deposit). The Deposit shall be applied to the Purchase Price at Closing or as otherwise provided in this Agreement. 4. FINANCING and INSPECTION 4.1 Loan Commitment: The Buyer s obligations are contingent upon the Buyer obtaining within (not applicable if the number of days is not inserted) calendar days after the Effective Date evidence of its ability to obtain a loan, if required, sufficient to permit Buyer to purchase the Lot (e.g. a written loan commitment or binding term sheet). Buyer shall use good faith and reasonable efforts to obtain such evidence and shall within the stated time period, 1
deliver to the Seller a written verification of the same reasonably satisfactory to Seller. If, at the expiration of the stated time period, the Buyer has not delivered the written notification referenced above, or has not waived this contingency in writing, this Agreement shall terminate and the earnest money deposit shall be returned to the Buyer. 4.2 Inspection Period: Buyer shall have (not applicable if the number of days is not inserted) calendar days after the Effective Date to have inspections, and/or tests completed with respect to the Lot. The inspections and tests may include without limitation the testing of the suitability of the soils and an investigation to determine the best location for the required well and septic system. Within this Inspection Period the Buyer may terminate this Agreement by delivering written notice of termination to the Seller or Seller s Broker, along with a written copy of the inspections, tests, and/or reports, specifying the unsatisfactory items. Upon termination, the earnest money deposit shall be returned to the Buyer. Failure of the Buyer to deliver written notice pursuant to this inspection constitutes acceptance of the condition of the Lot and this Agreement shall continue in force and effect. 5. CLOSING. Closing of this sale, including the payment in full of the balance of the Purchase Price, plus and minus Closing adjustments, as appropriate, and the execution and delivery of all documents necessary to consummate the sale, shall take place within fifteen (15) days of the waiver or satisfaction of the conditions set forth in Section 4 above at a time and place set forth in written notice by Seller to Buyer. Time shall be of the essence. Closing costs other than for owner s title insurance, transfer taxes and deed preparation (all of which shall be paid for by Seller), shall be the responsibility of Buyer. If Buyer or its lender desires a survey of the Lot, Buyer shall pay for such survey. In the event the Closing is delayed at the request or through the fault of Buyer or Buyer s lender by more than fifteen (15) days, Buyer shall pay to Seller a charge of three percent (3%) over the prime rate, per annum, as determined by Huntington National Bank (Columbus Division) on the unpaid balance of the total Purchase Price from the designated Closing date until the actual Closing; provided Seller s right to be compensated for such delay shall not limit Seller s right to any other remedy permitted hereunder or available at law or in equity. 6. POSSESSION. Buyer shall be entitled to possession of the Lot from and after the Closing. 7. TITLE AND DEED. Seller shall furnish and pay for an owner s title insurance commitment and policy, from a title insurance company selected by Seller, in the amount of the Purchase Price of the Lot, the commitment to be delivered to Buyer within ten (10) days of the Effective Date and to be updated at Closing to show in Seller good and marketable fee simple title to the Lot, free and clear of all liens and encumbrances, except (a) those to be released at the Closing; (b) restrictions, conditions, and easements of record, including specifically the Declaration of Covenants, Conditions, Restrictions, Easements and Assessments for the Subdivision which includes the establishment of the Darby Braeside Homeowners Association, Inc. (for simplicity simply the Homeowners Association ) and the provisions of a conservation easement; (c) zoning and building laws, ordinances, and regulations; (d) standard exceptions generally contained in owner's title insurance issued in the State of Ohio; and (e) real estate taxes and assessments not then due and payable, both general and special. Upon full payment of the Purchase Price at Closing, Seller shall convey to Buyer marketable title in fee simple by transferable and recordable limited warranty deed, free and clear of all liens and encumbrances except as set forth in (b) through (e), inclusive, above. Buyer agrees to accept title to the Lot 2
subject to the liens and encumbrances provided in this paragraph. Buyer shall pay any costs incurred in connection with mortgage insurance issued for the protection of Buyer s lender. If title to all or part of the real estate is unmarketable, as determined by Ohio law with reference to the Ohio State Bar Association s Standards of Title Examination, or is subject to liens, encumbrances, easements, conditions, restrictions or encroachments other than those excepted in this Agreement, Seller shall, in its sole discretion, within thirty (30) days after written notice thereof, either (a) remedy or remove any such defect, lien, encumbrance, easement, condition, restriction or encroachment, (b) obtain title insurance without exception therefore, or (c) terminate this Agreement and return Buyer s deposit and both parties shall be released and relieved of all further obligations hereunder. At Closing, Seller shall sign an affidavit with respect to off-record title matters in accordance with the community custom. 8. TAXES AND ASSESSMENTS. At Closing, Seller shall pay or credit on the Purchase Price all delinquent real estate taxes, including penalty and interest, all special assessments which are a lien through the date of Closing, and all agricultural use tax recoupments for years through the year of Closing. At Closing, Seller shall also pay or credit on the Purchase Price all other unpaid real estate taxes which are a lien for years prior to Closing and a portion of such real estate taxes for the year of Closing prorated through date of Closing and based on a 365-day year and, if undetermined, on the most recently available real estate tax rate and valuation, giving effect to applicable exemptions, recently voted millage, change in valuation, etc., whether or not certified. Such proration shall be final. In the event the Lot is a subdivided lot which is part of a subdivision which has been filed of record recently enough so that the real estate taxes reflect acreage valuations only (i.e. there are no separate valuations for the newly subdivided lots), then Seller may, at Seller's option, provide a letter to the Buyer at Closing agreeing to prorate real estate taxes as described herein, at such time as the subdivided lot has been given a separate tax valuation from the acreage (in such case, no proration will be made at Closing), or Seller may adjust the real estate taxes at Closing based upon the acreage contained in the subdivided lot as compared to the total acreage contained in the parent (master) parcel, and based upon a reasonable determination as the Seller or Buyer will ultimately receive the applicable tax bill. Buyer agrees to assume the balance of all taxes, assessments and reassessments, special or otherwise, which become a lien on or after the date of Closing. 9. HOMEOWNERS ASSOCIATION. Buyer acknowledges that Buyer shall automatically become a member of the Homeowners Association upon Closing of this sale, and understands that as such Buyer will be responsible for Buyer s Lot s proportionate share of the common expenses incurred by the Homeowners Association and will be subject to and will abide by the provisions of the organizational documents of the Homeowners Association and the Declaration of Covenants, Conditions, Restrictions, Easements and Assessments for the Subdivision. The first year's Homeowners' Association dues will be paid at closing. 10. INSPECTION; RELEASE. Seller shall have no obligation under this Agreement to do or furnish anything toward the improvement of the Lot, except as may be provided herein. Seller reserves to itself, its successors and assigns, the right to enter upon the Lot, without charge, at any time before or after Closing, in order to perform any work required by governmental authorities or to complete the site, utility and/or street construction work; provided if Seller does so enter upon the Lot after Closing, Seller agrees to use reasonable efforts to 3
minimize any disturbance to Buyer, and to repair any damage to the Lot arising as a result of such entry. Buyer acknowledges that Buyer has made a personal, on-the-lot inspection of the Lot prior to executing this Agreement. Buyer acknowledges that a construction site is dangerous and that the site conditions are constantly changing. Seller recommends that Buyer not enter onto the Lot during hours when workers or construction tools are present or the Lot is in an unsafe or dangerous condition or enter into any portion of the Subdivision or Seller s property without specific approval of Seller. Because there are numerous conditions at a job site that are dangerous, Seller is not responsible for informing Buyer of any specific conditions at the Lot, on other lots in the Subdivision or on Seller s property in general that may be dangerous. Instead, if Buyer enters upon the Lot, any portion of the Subdivision or Seller s property with or without Seller's permission (i) Buyer will be responsible for determining the appropriate precautions to protect Buyer and Buyer s agents, representatives and invitees (collectively, the "Buyer s Group") from and against such dangers, and (ii) Buyer assumes all risk related to the Lot, Subdivision, Seller s property and/or injuries (including death) to Buyer and/or Buyer s Group. Buyer further agrees not to instruct or otherwise interfere with or permit any of Buyer s Group to instruct or interfere, in Seller's determination, with any persons that perform work at the Lot prior to the Closing or within the Subdivision or on Seller s property. Seller reserves the right, in Seller's sole discretion, to cause Buyer and Buyer s Group to leave the Lot, the Subdivision and Seller s property and to prohibit Buyer and Buyer s Group access to the Lot prior to closing and/or the Subdivision and Seller s property. BUYER HEREBY RELEASES, WAIVES AND FOREVER DISCHARGES ANY CLAIM AGAINST SELLER FOR INJURY TO PERSON (INCLUDING DEATH) OR DAMAGE TO PROPERTY ARISING OUT OF OR IN CONNECTION WITH BUYER AND/OR BUYER S GROUP'S ENTRY UPON THE LOT PRIOR TO CLOSING, THE SUBDIVISION AS A WHOLE, AND/OR SELLER S PROPERTY, OTHER THAN IF THE CLAIM OR DAMAGES RESULTED FROM SELLER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND AGREES TO INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS, COSTS, LIABILITIES OR DAMAGES THAT MAY ARISE AS A RESULT OF BUYER S OR BUYER S GROUP ENTRY UPON THE LOT PRIOR TO CLOSING. 11. RESPONSIBILITIES OF BUYER. Buyer shall be responsible for payment of all customary utility connection fees for the homes and other improvements to be constructed on the Lot, including, without limitation electric power. Additionally, until such time as Buyer has completed construction of its home on the Lot, Buyer shall itself, or shall cause its contractor, to: (a) (b) (c) (d) Maintain a neat and orderly construction site. Prevent the vegetation of weeds on the Lot and restore disturbed areas as soon as possible after construction to minimize erosion. Replace or rebuild any Subdivision improvements disturbed or damaged through construction including, without limitation easement areas and public right-of ways. Keep all of the streets of the Subdivision free and clear of mud and debris resulting from the construction activities on the Lot; if Buyer fails to clean the streets associated with Buyer's construction activities as directed by Seller or applicable governmental authorities, Seller shall have the right to complete such work and Buyer agrees to reimburse Seller for the costs incurred in completing such work. 4
(e) (f) (g) (h) (i) Not dump or permit the dumping of trees, fill, or construction materials on any other lot or reserve in the Subdivision or any property owned by Seller. Comply with all applicable laws, ordinances, rules and regulations of all governmental authorities exercising jurisdiction over the Lot or Subdivision. Use and connect into utility services provided by Seller or the applicable utility company at the street. Comply with the provisions of the Declaration of Covenants, Conditions, Restrictions, Easements and Assessments for the Subdivision including, but not limited to, the payment of assessments to the Homeowners Association for the Lot. Install seed and/or sod within the public street adjoining the Lot at the time of construction of Buyer's home, in accordance with the requirements of the Subdivision plat, applicable governmental authorities and the landscaping lan. 12. APPROVAL OF CONSTRUCTION PLANS. Buyer shall not commence the construction of any above grade improvements on the Lot until the grading plans for the Lot and two sets of complete plans and specifications for the home proposed for the Lot shall have been submitted to and approved in writing by the Architectural Review Committee. The plans and specifications to be submitted to Seller or its designee shall include grading plans, exterior elevations, and a floor plan. The final landscaping plan shall be submitted no later than days from completion of framing. Additional requirements relating to the construction of homes are set forth in the Declaration of Covenants, Conditions, Restrictions, Easements and Assessments for the Subdivision, or any design review standards as may be promulgated in connection therewith and as such standards may be modified from time to time. 13. CONSTRUCTION OBLIGATIONS; RIGHT TO REPURCHASE. Buyer agrees that the home to be constructed on the Lot will be constructed by a builder that is a member of the building group approved by Seller. If Buyer does not commence construction of a home on the Lot within ( ) days after closing on the Lot, Seller reserves the irrevocable right, in Seller's sole discretion, to repurchase the Lot from the then current owner of the Lot. For purposes of this Agreement, construction shall be deemed to have commenced upon the completion of the foundation of the home. The right to repurchase may be exercised by written notice to Buyer at any time after the expiration of the -day period described above. The repurchase price shall be the same as the Purchase Price paid to Seller at Closing. No interest or other costs shall be due to Buyer by Seller. If Buyer commences construction of a home on the Lot but fails to complete the construction of the home within days after commencement of the construction of the home on the Lot, Seller reserves the irrevocable right, in Seller's sole discretion, to repurchase the Lot from the then current owner of the Lot. For purposes of this Agreement, construction shall be deemed to have been completed upon the issuance of a certificate of occupancy, temporary or permanent, for the home constructed on the Lot. The right to repurchase may be exercised by written notice to Buyer at any time after the expiration of the -day period described above, but shall terminate if Buyer completes construction before Seller notifies Buyer of the exercise of the right to repurchase. The repurchase price shall be the then appraised value of the Lot and the partially completed home thereon as determined by a licensed real estate appraiser selected by Seller in Seller s sole and absolute discretion. No interest or other costs shall be due to Buyer by Seller. 5
In the event Seller exercises its right to repurchase the Lots as described above, Buyer shall convey good and marketable title to the Lot back to Seller free and clear of any liens or encumbrances except those of record when Seller transferred the Lot to Buyer. If Seller exercises this option to repurchase, the Closing of Seller's repurchase shall take place within thirty (30) days of Seller's exercise of this option at the offices of the title insurance company or such other location as Seller shall designate. At such Closing, Buyer or the then-current owner shall convey to Seller good and marketable title in fee simple to the Lot by appropriate general warranty deed with release of dower, free and clear of all liens and encumbrances except those described in Section 7 of this Agreement which affected title to the Lot when originally conveyed to Buyer. Taxes and Homeowners Association assessments shall be prorated as of the date of the resale and possession shall pass to Seller at such Closing. The covenants and agreements of Buyer and the rights of Seller described in this Section 13 shall survive the Closing and shall not be merged upon delivery of the deed from Seller to Buyer, nor upon payment of the purchase price by Buyer to Seller, shall run with the land and shall be binding upon the heirs, personal representatives, successors and assigns of Buyer and shall be set forth in the deed to be delivered by Seller pursuant to Section 7. 14. INDEMNIFICATION RELATED TO SELLER'S REPURCHASE RIGHT. If Seller exercises its right to repurchase as set forth in Section 13, Buyer agrees to indemnify, defend, and hold Seller harmless from any and all claims, losses, damages, causes of action and proceedings arising out of, or directly or indirectly related to (a) claims by Buyer's agents and subcontractors for mechanic's liens, (b) claims by any third party arising out of any contract with Buyer relating to the Lot, and (c) any claims by a third party arising out of misrepresentation or the failure to disclose information by Buyer or any of Buyer's agents relating to the Lot. This indemnity, defense and hold harmless obligation shall include reasonable attorney's fees, court costs, and all other costs, expenses and liabilities incurred by Seller from the date Seller first gives notice to Buyer of any actual or anticipated claim or demand. This indemnification paragraph shall be of no further force or effect after the waiver or expiration of Seller's repurchase right as set forth above. 15. DEFAULT AND VENUE. Except as otherwise specifically provided herein, in the event of any default by Buyer hereunder Seller shall, at its sole option, have the right (a) to retain the Deposit, it being acknowledged and agreed that the exact amount of damage for such default is not and will not be susceptible of specific ascertainment, in which event both parties shall be released and relieved of further liability; or (b) to apply the Deposit upon damages sustained by it and proceed with an action at law for damages for breach of Agreement or an action for specific performance and recovery of the entire balance of the total Purchase Price. In the event Seller shall be in default hereunder, the Deposit shall be returned to Buyer, without prejudice, however, to damages, if any, actually incurred by Buyer, provided that, in no event shall Buyer be entitled to consequential damages. Further, in the event Seller shall be in default hereunder, Buyer agrees that should it desire to file an action for specific performance under this Agreement, it must do so within 90 days of the occurrence of the event giving rise to such right, or Buyer shall be deemed to have waived its right to undertake the same. This Agreement was executed in, involves property in, and is to be performed in Union County, Ohio, and the parties agree that any litigation arising out of any dispute under this Agreement or with regard to the subject matter hereof, shall be in an appropriate Court in Union County, Ohio. 6
16. NOTICES. Any notice or communication which may be given or is required to be given pursuant to the terms of this Agreement shall be in writing delivered personally or via email to the other party with confirmation of receipt thereof (or any of them, in the case of multiple buyers), or the Seller s or Buyer s authorized representative, or by certified first class postage prepaid United States mail, return receipt requested, sent to the party at the address of that party set forth herein, or at such other address as either may, from time to time, provide to the other in writing. 17. COMMISSIONS; BROKERS. Buyer represents that Buyer has not used, retained or contracted with a broker or brokerage agent or finder in connection with this sale unless noted at the end of this Agreement. Buyer agrees to and does indemnify and hold Seller harmless from any claims made by any broker or salesperson other than those so identified at the end of this Agreement for the payment of commissions arising as a result of the purchase of the Lot or the execution of this Agreement and the actions and/or inactions of Buyer relating to the same. 18. MISCELLANEOUS. (a) Complete Agreement; Amendment; Waiver; Counterparts. This Agreement constitutes the complete agreement between the parties with respect to the subject matter hereof; it supersedes all previous understandings, if any, between the parties; no oral or implied understandings, representations or warranties shall vary its terms; and neither it nor any of its provisions may be amended or waived other than by a written instrument executed and delivered by the parties. This Agreement or any amendment or waiver may be executed in several counterparts, each of which shall be considered a duplicate original and the same instrument. (b) Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. The invalidity or unenforceability of any provision of this Agreement in any particular respect shall not affect the validity and enforceability of any other provision of this Agreement or of the same provision in any other respect. (c) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns; provided, however, Buyer shall not have the right to assign its rights or interest under this Agreement without the prior written consent of the Seller. Seller may withhold its consent in its discretion. (d) Time is of the Essence, Survival. Time is of the essence of this Agreement. The representations, covenants, and agreement of Buyer and Seller under this Agreement shall survive the closing and conveyance of title of the Lot to Buyer and shall not be merged at Closing. (e) Captions. The captions at the beginnings of the several portions of this Agreement are not part of the context hereof, have been inserted only to assist in locating and reading the various provisions hereof, and shall be ignored in construing this Agreement. 7
19. SELLER REPRESENTATIONS, PURCHASE AS-IS. The sale of the Lot as provided for in this Agreement is made on an AS IS, WHERE IS basis and with all faults, and Buyer expressly acknowledges that, in consideration of the agreements of Seller herein, except as expressly set forth in this Agreement or the deed, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, TENANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE LOT. Except as specifically set forth in this Agreement or in the deed, Seller hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning (i) the nature and condition of the Lot, including, without limitation, the water, soil and geology, and the suitability thereof and of the Lot for any and all activities and uses which the Buyer may elect to conduct thereon, and the existence of any environmental hazards or conditions thereon or compliance with all applicable laws, rules or regulations; (ii) the nature and extent of any right-of-way, lease, possession, lien encumbrance, license, reservation, condition or otherwise; and (iii) the compliance of the Lot or its operation with any laws, ordinances or regulations of any governmental or other body. Buyer acknowledges that Buyer has the right to inspect the Lot, has been told by Seller to undertake a thorough inspection of the same and Buyer accordingly agrees that it will rely solely on Buyer s own investigation of the Lot and, except as specifically set forth in this Agreement or in the deed, not on any information provided or to be provided by Seller. Buyer further acknowledges that any information provided and to be provided with respect to the Lot was obtained from a variety of sources and Seller has not made any independent investigation or verification of such information; and, except as specifically set forth in this Agreement or in the deed, Seller does not make any representations as to the accuracy or completeness of such information. IN TESTIMONY WHEREOF, the parties have executed this Agreement on or as of the date at the beginning of this Agreement. Buyer Print Name Date DARBY BRAESIDE, LLC, an Ohio limited liability company By, Authorized Member Date Seller, Authorized Signature Buyer 1119 Regency Drive Columbus, OH 43220 Print Name (614) 282-7555 Email Address: live@darbybraeside.com Date (Street Address) 8
(City) (State) (Zip) Telephone: Home Work Email Address: Buyer names as they are to appear on deed: Buyer s Attorney s Name: Address: Telephone: Fax: BUYER HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT (Initial Here) 9
COOPERATING BROKER (Not applicable if not filled in) Date:, 201 At the closing of the transaction described in the foregoing Agreement, the undersigned agrees to pay, cooperating broker, a fee equal to % of the total purchase price (inapplicable if not signed). Agent: Ohio Division of RE File No. Company: CBR MLS Broker No.: Company Address: DARBY BRAESIDE, LLC By: Authorized Signature Business Phone No. Cell Phone No. Agent Name: 3761696.2 : 07537 00005 10