Deed of Renick C. Williams and Betty P. Williams to TENX Group, LLC (August 2013) — No. 2:19-bk-00787 (Doc 322-1)

Summary

This deed, filed April 20, 2021 as Exhibit A (Doc 322-1) in bankruptcy case No. 2:19-bk-00787, records the August 2013 sale of a 689.40-acre tract near Old Fields in Hardy County, West Virginia, by Renick C. Williams and Betty P. Williams to TenX Group, LLC. The declared consideration is $3,759,300.00, and a transfer tax of $16,541.80 is stamped on it. The grantors reserve the minerals, half of a spring's water flow and a right of first refusal, and the grantee agrees to use the land for a facility training security personnel. A later sale of the Panthera Training Center, LLC business would pay the grantors five percent, capped at $1,000,000.

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RENICK C. WILLIAMS and BETTY P. WILLIAMS, husband and wife
TO: DEED
TENX GROUP, LLC,
a Delaware Limited Liability Company

THIS DEED, made and entered into this 21st day of August, 2013, by and between RENICK C.
WILLIAMS and BETTY P. WILLIAMS, husband and wife, whose address is P.O. Box 664, Moorefield.
West Virginia 26836, Grantors and Parties of the First Part, and TENX GROUP, LLC, a Delaware Limited
Liability Company, whose address is 1900 Campus Commons Drive, Suite 10, Reston, Virginia 20191,
Grantee and Party of the Second Part.

WITNESSETH: That for and in consideration of the sum of Ten Dollars ($10.00), cash in hand
paid, and other good and valuable consideration deemed valid in law, the receipt of all of which is hereby
acknowledged, the said RENICK C. WILLIAMS and BETTY P. WILLIAMS, husband and wife, Grantors
and Parties of the First do, by these presents, grant, sell and convey with COVENANTS OF GENERAL
WARRANTY, unto TENX GROUP, LLC, a Delaware Limited Liability Company, Grantee and Party of
the Second Part, all that certain tract or parcel of real estate situate 2.1 miles west of Old Fields, West
Virginia on both sides of County Route 220/8, on the drains of Anderson Run, in Moorefield District of
Hardy County, West Virginia, containing 689.40 Acres, more or less, inclusive of County Route 2207/8.
according to a survey prepared by Curtis E. Keplinger, Professional Surveyor. WV No. 518, together with
all rights, rights of way and appurtenances thereunto belonging, SUBJECT, HOWEVER, to the reservation
of all minerals and mineral rights by the Grantors herein, and certain improvements situate thereon as
hereinafter specifically set forth. Said real estate is more particularly described by that certain “Plat of
Survey for Moorefield Training Center”, under the signature and seal of Curtis E. Keplinger, PS, which
plat shall be placed of record in the Office of the Clerk of the County Commission of Hardy County. West
Virginia, contemporaneously herewith, and said plat is incorporated herein by reference for a more
complete metes and bounds description,

This real estate is assessed by the Hardy County Assessor’s Office as Tax Map 203, Parcel 8.

Being a part of that real estate which was conveyed unto the Grantors, by deed from Effie S. P.
Maphis and Donald W. Maphis, husband and wife, dated the 22nd day of April, 1992. and of record in the
Office of the Clerk of the County Commission of Hardy County, West Virginia, in Deed Book No. 218.
at Page 211. Reference is hereby made to aforesaid deed and other documents therein referred to and same
are incorporated herein, by reference, for all proper and pertinent reasons.

The real estate herein conveyed is also subject to any rights or easements which may affect same

EXHIBIT “A”
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and which are of record in the aforesaid Clerk's Office, and it is expressly understood that the parties hereto
do mutually agree and the Grantee takes title subject to the following reservations, covenants and
restrictions, notice of which is acknowledged by the Grantee upon the delivery and recordation of this
deed, and shall be deemed covenants running with the land:

1. The Grantors hereby expressly reserve all minerals, including oil and gas, mineral rights and
the rights to the extractions of same, underlying and appurtenant to the subject 689.40 acre tract. The
parties acknowledge that there is a current oil and gas lease with Chesapeake Allegheny and conveyance
of this real estate is made subject to same. Surface disruption for the purpose of extracting minerals shall
not be made without the agreement of the surface owner and the title holder of mineral rights.

2. Inthe event the Grantors herein should purchase adjoining real estate to the subject 689.40 acre
tract, they do hereby reserve the necessary easements across the subject 689.40 acres to provide for sewer,
water, gas, telephone and electric service and such additional easements, as may be required to provide for
septic, waste disposal, and storm water drainage to meet local and State government requirements, relating
to any structures or construction upon such adjoining tract. Said rights of way shall not exceed 20 feet in
width, unless required by the service provider. Said rights of way will be 20 feet on either side of Fish
Pond Road and 20 feet along property boundaries. The location of the reserved areas shal! be made after
giving reasonable notice to the Grantee, its successors or assigns, with placement in the least obstructive
location as is possible and the Grantee, its successor and assigns shall not unreasonable withhold access
to such services by the Sellers.

3, There is an adjoining 18 acre, more or less, parcel, lying along the bounds of “Corridor H”,
which is the subject of a pending condemnation proceeding by the State of West Virginia, Department of
Transportation, and upon completion of the condemnation proceedings, should this [8 acre tract become
available for purchase, the Grantee may also purchase such additional acreage for the price of $4,500 per
acre. Should said 18 acres become available and the Grantee elects not to purchase same, then the Grantors
and their successors in interest, will be given an adequate right of way by the Grantee, or its successors in
interest, which right of way area will allow for the construction of a road which satisfies Hardy County
subdivision road standards and provides access from Fish Pond Road.

4. The Grantors hereby expressly reserve, for themselves, their heirs, successors in interest and
assigns, one-half (/2) of the unobstructed water flow from the spring situate upon said property, to supply
potable water for the use of their adjoining real estate. The Grantee agrees that it shall not restrict the
natural flow, nor cause or allow to be caused, any contamination of the tributaries to Anderson Run, by any

operations upon the subject property and shall take all proper precautions to protect the water source in

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compliance with federal, state and local laws, statutes, ordinance, rules and regulations relating to liability
for, or cost of other actual or threatened danger to human health or the environment, including, without
limitations, laws relating to emissions, discharges, disposal practices, or releases of regulated materials into
the environment, including, without limitation, ambient air, indoor air, surface water, ground water, land
surface of sub-surface strata, or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of regulated materials.

In addition thereto, either party, that being the Grantor, Grantee, or their successors in interest, may
develop the spring to service acreage owned by the respective parties hereto. Then, and in such event, the
party or parties desiring to so develop the spring, shall share on a pro rata basis, the cost of such
development and maintenance of the facility based upon their respective usage. In either event, the
Grantee, its successors and assigns, agrees it shall grant easements for the spring development including
land for collection, treatment and holding facilities. Easements of 20 feet in width will also be granted for
utility lines necessary to operate the facilities and utility lines used to disseminate water to Fish Pond Road
along existing road or by following the edge of the stream bed. Location of these facility and utility
easements must be granted in such locations as to prevent incurring unreasonable expense in developing
the spring.

5. The Grantors shall have a period of one (1) year from date of conveyance to remove the 40 foot
culvert, the cabin, barn and stone foundation and structure of an old dwelling house, and grainery, situate
upon the subject 689.40 acre tract.

6. It is the understanding of the parties hereto that the Grantee shall operate a facility upon the
subject real estate to provide training for security personnel from the State Department, Department of
Homeland Security, Department of Defense, Law Enforcement and Defense contractors, and any
substantial change in use of the property following the execution of this sales agreement and thereafter,
must first be authorized by the Grantors and/or their then surviving children.

7. Should the Grantee, or its successor in interest, desire to sell or otherwise transfer all or any
portion of the subject real estate to a disinterested third party (which term shall not include any parent or
subsidiary corporation or entity associated with TenX Group, LLC) as evidenced by a bona fide written
offer received from such third party, which offer shall be kept strictly confidential between the parties
hereto, then prior to so doing, they shall offer to the said Renick C. Williams, Betty P. Williams, or any
of their then surviving children, the real estate at such price and upon such terms and conditions no less
favorable than those which it was willing to accept from the disinterested third party. Such offer by the

Grantee to sell or transfer shall be in writing and shall contain a copy of the written offer by such third

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party, and shall be sent to the Grantors or their surviving children, by certified mail to their designated
agent, Robert Williams at P.O. Box 122, Moorefield, West Virginia 26836. The Grantors, their children
or any business entity in which those parties are an owner or member, shall have fifteen (15) days from the
date of mailing of such notice within which to give notice of any intent to exercise this right of first refusal
and thirty (30) days within which to provide verification of their financial ability to exercise this option.
Should any person/party exercise this right of first refusal, he/she/it shall be under a duty to comply with
and assume each of the terms and conditions of the written offer to sell which the Grantee, or its successor
in interest, has received from the third party. This right of first refusal shall be subordinate to the right of
the Grantee to obtain financing, using the subject property as security, for said loan, and the signatures of
those persons having the right of first refusal shall not be necessary upon any instrument required by a
lender in order to obtain such loan.

8. In the event the sale of the subject 689.40 acre tract is completed, thereafter, should the said
TenX Group, LLC, after having given the Grantors or their children opportunity to exercise their right of
first refusal set forth above, sell any interest in the assets (including real and personal property) and
operation of that business and property (real and personal) known as Panthera Training Center, LLC, the
Grantors, their heirs or assigns, shall receive five percent (5%) of the greater of, gross sales proceeds
received or gross value of assets transferred, as a part of said transaction(s), not to exceed One Million
Dollars ($1,000,000.0) in total.

9. The Grantee shall adhere to afl terms and conditions as approved by the Hardy County Planner’s
Office, as testified to and documented by the Hardy County Board of Appeals at its May 29, 2009 meeting,
regarding the operation of their facilities upon this real estate. Any variance from the application which
was previously approved by the County authorities must be properly applied for through the Hardy County
Planner’s Office, with notice thereof to the Grantors. This condition shall include all limitations and
representations (both written and oral) made to the Hardy County Planner’s Office regarding night driving,
shooting, caliber of guns and size of explosives.

10. The Grantee agrees that it shall comply with all applicable Federal, State and local laws,
ordinances, rules and regulations having jurisdiction over the subject property, including applicable
environmental hazardous waste or substances, and underground storage laws and for any Department of
Environmental Protection work not completed at time the sale is completed.

Conveyance of the aforedescribed real estate is make subject to any and all restrictive covenants

or provisions which are duly recorded in the Office of the Clerk of the County Commission of Hardy

County, West Virginia.

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Grantee agrees to assume and be solely responsible for the real estate taxes on the subject real
estate beginning with the calendar year 2014, however assessed.

TO HAVE AND TO HOLD the real estate herein conveyed, together with all rights, ways,
easements and appurtenances thereunto belonging or in anywise appertaining unto the said TENX GROUP,
LLC, a Delaware Limited Liability Company.

DECLARATION OF CONSIDERATION OR VALUE
AND AFFIDAVIT OF RESIDENCY

Under the penalties of fine and imprisonment as provided by law, the undersigned Grantors do
hereby certify that they are residents of the State of West Virginia, and that the total consideration paid for
the property transferred by the document to which this declaration is appended is $$3,759,300.00.

WITNESS the following signatures and seals:

RENICK C. WILLIAMS

) (SEAL)

STATE OF WEST VIRGINIA,

COUNTY OF HARDY, TO WIT:

The foregoing instrument was acknowledged before me this y / Hay of August, 2013, by

Renick C. Williams.

My commission n expires: [o.com haw ES POL

(Seal Required)

STATE OF WEST VIRGINIA,

COUNTY OF HARDY, TO WIT:

The foregoing instrument was acknowledged before methis_¢// F ay of August, 2013, by Betty

P. Williams. .

FEES (Seal Required)

This Deed was prepared by: NTY PLAN OFFICE
HARDY COU NING
Joyce E. Stewart, Attorney at Law APPROVED

113 Winchester Avenue MINOR SUBDIVISION
Moorefield, WV 26836 ot ;
(304) 538-3090 mA Nedior<) Coe

AUG 2 2 2013
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DESCRIPTION OF SURVEY
FOR
MOOREFIELD TRAINING CENTER

689.40 ACRES ~— PART OF TAX MAP 203 PARCEL 8
BOTH SIDES OF COUNTY ROUTE 220/8

A tract of land in Moorefield District, Hardy County, West Virginia situated 2.1
miles west of Old Fields, WV on the both sides of County Route 220/8, on the drains of
Anderson Run and being more particularly described as follows: (All bearings are WV
State Plane Grid North Zone)

BEGINNING at a 5/8” rebar capped Lantek found in fence on the south side of
Corridor H being 330 feet from center and corner to Kennie Crites Heirs DB 80/262,
thence leaving Crites and with Corridor H right of way for 2 calls

S 77° 26° 15” E 1393.08 feet to a 3/4” rebar found 334 feet south from Corridor H
centerline, thence

S 40° 00? 35” E 396.18 feet to a 1” rebar found on the southwest base of a 6” fence post
461 feet southwest from Corridor H centerline and corner to a Wetland Area DB244/608,
thence leaving the Corridor H right of way and with the Wetland Area for 3 calls

S 14° 52° 14” W 578.00 feet to a 5/8”x30” capped rebar set, thence .
S 45° 35° 217 W 1139.65 feet to a 1” rebar found, thence

S 44° 26’ 20” E 324.57 feet to a” rebar found capped WVDOT, comer to WVDOH
DB 287/63 non-controlled right of way, thence leaving the Wetland and with non-
controlled right of way for 2 calls

S $0° 49° 37" E. 975.05 feet to a 34” capped WVDOT rebar found on a flat ridge, thence
S 82° 03’ 33” E 1110.87 feet to a 3/4” capped WVDOT rebar found, corner to WVDOH
controlled right of way for Corridor H in DB 287/67, thence leaving non-controlled right

of way and with controlled nght of way

S 31° 18° 33” W crossing a run at 409 feet and in all 517.51 toa 5/8” rebar found, thence
leaving Corridor H right of way and with new division lines through Rennick Williams

S 87° 09° 56" W 186.76 feet to a 5/8"x30” capped rebar set by a metal fence post 30 feet
south of a drain, thence

S 84° 49° 41” W 150.09 feet to a 5/8"x30" capped rebar set by a metal fence post {2 feet
south of a drain, thence
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S 66° 33° 09" W 368.34 feet to a 5/8"K30" capped rebar set by a metal fence post 65 feet
south of a drain, thence

S 74° 58° 39" W 621.33 feet to a 5/8"x30" capped rebar set by a metal fence post 75 feet
south of a drain, thence crossing said drain

N 68° 14° 53° W 259.95 feet to a 5/8°x30" capped rebar set 60 feet north of a drain,
thence

S 80° 21° 52” W 354.61 feet to a 5/8"x30" capped rebar set by a metal fence post 35 feet
north of County Route 220/8, thence crossing said road

S 77° 33° 13” W 298.13 feet to a 5/8"x30” capped rebar set by a metal fence post 27 feet
south of said road, thence

S 62° 22° 57” W 294,96 feet to a 5/8"x30” capped rebar set by a metal fence post 40 feet
north of a drain, thence crossing said drain

S 20° 31° 08” W 186.14 feet to a 5/8"x30” capped rebar set by a metal fence post 60 feet
south of a drain, thence

S 41° 12° 44” W 285,99 feet to a 5/8"x30" capped rebar set by a metal fence post 40 feet
south of a drain, thence

S 40° 48° 30” W 167.25 feet to a 5/8"x30” capped rebar set by a metal fence post 45 feet
south of a drain, thence

S 40° 36° 17” W 211.92 feet to a 5/8"x30” capped rebar set 62 feet southeast of a drain in
a boundary line of Michael L. Alt DB 214/492 and 17 feet northeast of a fence line with
reference to a 5/8” rebar found and bearing S 61° 02’ 57” E 2005.21 feet, thence leaving
division lines and with original boundary lines and Alt (found fence line is not on
boundary line)

N 61° 02° 57” W crossing a run at 70 feet and in all 1052.78 feet to a 5/8” capped rebar
found in the intersection of fences, thence

S 59° 32° 08” W 2900.93 feet to a *4” rebar found in a pine stump in a fence corner on a
ridge line, corner to Brian D. Helmick DB 221/41 of the Walnut Bottom Hideaway
Subdivision in Plat Book 2/121, thence leaving Alt and with owners of said subdivision
being Helmick, John T. Fraley, [l, Jeffrey G. Richardson, and Joseph Topper (see
attached plat for corner identification)

S 36° 28° 26” W passing various corners to said subdivision lots and in all 3802.87 feet
to a4” iron pipe found in a stone pile 100 feet northwest of the top ofa flat ridge with 8”
and 10” double chestnut oak, 8” red oak, and 4” gum pointers, corner to Kernie Crites
Heirs DB 68/374, thence leaving Topper and said subdivision and with Crites Heirs
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N 47° 17° 00” W passing a found marked 20” hickory at 681 feet and passing a 6”
hickory (with old fence) on line at 1487.6 feet, and in all 2721.99 feet to a 5/8°x30°
capped rebar set 4 feet northwest of a large boulder in a line of Margaret L. Woerner WB
29/5, thence leaving Crites Heirs and with Woerner and near an old found fence line

N 04° 45° 00” E 1412.42 feet to a metal fence post set in the base of'a fence corner post
683 feet southeast of Corridor H centerline, (original comer called for 2 white oaks)
comer to Doug Veach, now WVDOH in DB 288/555 (WVDOH establisher a comer
some 63.70 feet away when purchasing property from Woerner, Veach, and Williams
which does not agree with field evidence and is shown on the attached plat), thence
leaving Woerner and Veach and with WVDOH property purchased from Rennick
Williams for non-controlled right of way

N 74° 49° 48” E 63.70 feet to a*%” capped rebar found, thence

N 37° 46’ 13° E crossing a sediment pond and in all 994.83 feet to a %” capped rebar
found on the southeast side of an old woods road, thence

N 52° 55° 42” E crossing an access road at 209 feet and in all 502.47 feet to a %4” capped
rebar found 14 feet northeast of an old woods road, thence partially along a constructed
fence

N 62° 05° 36” E 3421.72 feet to a 5/8°x30” capped rebar set in a found marked line of
Darley D. Smith DB 225/30, thence leaving WVDOH right of way and with Smith for 2
calls

S 34° 56° 00” E passing a 14” white oak found marked centerline at 110 feet and in all
430.66 feet to a A” rebar found with 28” white oak and 18” hickory pointers, 8 feet north
of a drain and 30 feet northeast of a woods road, thence

N 34° 42° 13° E 790.69 feet to a 5/8°x30” capped rebar set, comer to WVDOH non-
controlled right of way purchased from Rennick Williams, thence leaving Smith and with
said right of way lines

S 72° 22’ 03” E 284.94 feet to a 5/8°x30” capped rebar set, thence

S 22° 44° 49" W 274.41 feet to a 3/4” capped rebar found, thence

S 61° 33° 16” E 104.19 feet to a 4” capped rebar found on the northwest side of County
Route 220/8, thence crossing said road

S 61° 36’ 28” E 30.47 feet to a*%” capped rebar found on the southeast side of said road,
thence

S 55° 41’ 13” E 28.72 feet to a4” capped rebar found, thence

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N 39° 41° 59” E 348.83 feet to a 4” capped rebar found, thence

S 73° 06° 59” E 178.43 feet to a 5/8"x30” capped rebar set in the old boundary line
between Williams and Kennie Crites Heirs DB 80/262 and in WVDOH right of way with
a found 34” capped rebar bearing S 73° 06’ 59” E 313.75 feet, thence leaving WVDOH
right of way and with original lines of Crites Heirs

S 43° 29° 46” E passing a 5/8” rebar found capped Lantek at 57.46 feet and 542.44 feet,
crossing a run and in all 613.00 feet to a 5/8"x30" capped rebar set on the southeast side
of County Route 220/8, thence

N 64° 24° 08” E crossing into said road and in all 502.38 feet to a 5/8"x30" capped rebar
set in a found large oak stump (called for red oak in original deed) on the northwest side
of County Route 220/8, 15 feet from center, thence

N 61° 19° 15” E 5.34 feet to a 5/8” rebar found capped Lantek, thence

N 30° 43° 34” E crossing a run and passing a 5/8” rebar found capped Lantek on line at
1591.26 feet and in all 3217.79 feet to the BEGINNING containing 689.40 acres more or
less as surveyed in October 2009 by L & W Enterprises, Inc. of Petersburg, WV and as
shown on a plat attached hereto and made a part of this description.

Being part of the land from Effie S. P. Maphis and Donald W. Maphis to Rennick
C. Williams and Betty P. Williams by deed dated April 22, 1992 in deed book 218 page
211 recorded in the Office of the Clerk of Hardy County, West Virginia and taxed as part
of parcel 8 on tax map 203.

Signed Curtis E. Keplinger, PS #518
For L & W Enterprises, Inc.

AY CADP ment presented and filed:
Per VED Ths dos ar2013 09:47:42 AM
INOR SUBDIVISION aN /
Gregory L. Ely, Hardy County, WV
AUG 2 d 2013 191329 Transfer Tax. $16,541.80


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