Real Estate Sales Agreement, July 2013, Renick C. Williams and Betty P. Williams with TENX Group, LLC — No. 2:19-bk-00787 (Doc 343)

Summary

A 2013 real estate sales agreement, filed May 7, 2021 as Doc 343 in bankruptcy case No. 2:19-bk-00787, in which Renick C. Williams and Betty P. Williams agree to sell TENX Group, LLC 689.40 acres on Fish Pond Road in the Moorefield District of Hardy County, West Virginia. The price is $3,759,300, with a $500.00 deposit and $3,758,800.00 due at closing, no later than August 25, 2013. The sellers keep the mineral rights and a right of first refusal; the buyer is to run a training facility for security personnel from the State Department, Homeland Security, Defense, law enforcement and defense contractors. A later sale of Panthera Training Center, LLC would pay the sellers 5% of the greater of gross proceeds or asset value, up to $1,000,000, and Dave Dolan and Carter Lewis are barred from any ownership interest or management role.

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No. 2:19-bk-00787 Doc 343 Filed 05/07/21 Entered 05/07/21 15:11:21 Page 1 of 9

REAL ESTATE SALES AGREEMENT

THIS REAL ESTATE SALES AGREEMENT, made and entered into this the_@ thy th day of July, —
2013 by and between, RENICK C. WILLIAMS and BETTY P. - WILLIAMS, whose address is P.O. Box
664, Moorefield, West Virginia 26836, husband and wife, party of the first part, hereinafter referred to as
“Sellers”, and TENX GROUP, LLC, a Delaware Limited Liability Company, party of the second part,
hereinafter referred to as “Purchaser”,

WITNESSETH: That for and in consideration of the sum of Five Hundred Dollars ($500.00) cash
in hand paid, the Sellers do hereby agree to sell, and the Purchaser does hereby agree to purchase, all that
certain tract or parcel of real estate, together with the improvements thereon, all rights, rights of way and
appurtenances thereunto belonging, situate two miles west of Old Fields and six miles northwest of the
Town of Moorefield on both sides of Fish Pond Road in Moorefield District, Hardy County, West
Virginia, containing 689.40 acres, subject, however, to the reservation of all minerals and mineral rights
by the Sellers. Being a portion of that certain 1187 acre tract whieh was conveyed unto Renick C,
Williams and Betty P. Williams, husband and wife, by deed of Effie Sue Pancake Maphis and Donald W.
Maphis, dated the aged 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 21 1. Reference is now
made to said deed for any and all pertinent purposes.

This parcel is assessed for real property tax purposes by the Hardy County Assessor’s Office as
being Parcel 8, Tax Map 203, Moorefield District. | |
TERMS AND CONDITIONS: —

It is further understood and agreed between the parties hereto as follows:

1. Purchase Price: $3,759,300,00
Deposit: | - 500.00
Total due at closing: —- $3,758,800.00 |
2. The Sellers shall deliver a general warranty deed of conveyance unto the Purchasers at closing,
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EXHIBIT “AY
| No. 2:19-bk-00787 Doc 343 Filed 05/07/21 Entered 05/07/21 15:11:21 Page 2 of 9.

free and clear of liens and encumbrances, however, should an examination of title reveal any defects
which may be remedied by the Sellers, they shall be granted a reasonable length of time
following such notice of defect to clear title. |
3. Closing of this transaction shall take place on or before Tuly 25, 2013, ata time and date to be
agreed upon by the parties, however, if additional time i is required by Purchaser, closing may extended to
no later than August 25, 2013. Should closing not take place by that date, or should Purchaser otherwise
default in this regard, the Purchaser shall be responsible for all closing costs incurred to that date by the
Sellers, and the closing agent shall tax any closing costs incurred against the deposit made and réfund to
the Sellers as damages.
Az The Sellers shall be responsible for payment of the following closing costs:

Preparation of the Deed of Conveyance includin g survey acceptable for title insurance;

Recordation of any release of deed of trust;

Sellers personal attorney fees.
5. The Purchaser shall be responsible for payment of the following closing costs:

Recordation of Deed;

Documentary/transfer stamps;

. Attorney fees for examination of title and obtaining title insurance (if required);
. Title insurance premium (if required);
Purchaser’s individual attorney fees and all attorney fees associated with closing;
Real property taxes for the calendar year in which closing occurs.

6, COVENANTS AND CONDITIONS TO BE INCLUDED IN DEED OF CONVEYANCE or by

SEPARATE AGREEMENT EXECUTED AT CLOSING

The parties hereto agree to be mutually bound by the following covenants and conditions which

shail be deemed covenants running with the land:

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A. The Sellers hereby expressly teserve all minerals, including oil and gas, mineral
tights 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 (a
copy of which is attached hereto and by reference made a part hereof) 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.

| B. In the event the Sellers 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
shall be made after giving reasonable notice to the Purchaser, with placement in the least obstructive
location as is possible and the Purchaser, its successor and assigns shall not unreasonable withhold access
to such services by the Sellers.
| C. An adjoining 18 acre, more ot less, parcel, lying along the bounds of “Corridor H”, is

~ the subject ofa pending condemnation proceeding by the State of West Virginia, Department of
Transportation, and upon completion of the condemnation proceedings, should this 18 acre tract become
available for purchase, the Purchaser agrees that it may also purchase such additional acreage for the price
of $4,500 per acre, Ef said 18 acres becomes available and the Purchaser elects not to purchase same, then.
the Sellers will be given an adequate right of way by the Purchaser. Right of way area will allow for the

_ construction of a road that satisfies Hardy County subdivision road standards and provides access from

Fish Pond Road.

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D. The Sellers hereby expressly reserve, for themselves, their heirs, successors in interest
and assigns, one-half (4) of the unobstructed water flow from the spring situate upon said property, to
supply potable water for the use of their adjoining real estate, and this covenant shall be included in any

_ future deed of conveyance for said property and shall be deemed a covenant running with the land. The
Purchaser 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 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 anaiee 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 handing of regulated materials. |
In addition thereto, either party, that being the Sellers or Purchaser, or their successors in interest,
may develop the spring to service acreage owned by the tespective parties hereto. Then, i in and 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
Purchaser, 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 F ish 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. |

E, The Sellers shall have a period of one (1) year from date of sale to remove the 40 foot

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culvert, the cabin, barn and stone foundation and structure of an old dwelling house, and grainery, situate
upor the subject 689.40 acre tract. |

F. The sale of the subject real estate is conditioned upon the Purchaser’s covenant and_
agreement that Dave Dolan, Carter Lewis, and their immediate family members (spouses, parents,
children and siblings), and any business entity in which they are a member or hold an interest, shall not be
involved in any ownership interest in said land or personal property and improvements thereon, during
the tenure of TenX Group, LLC, nor at any time in the future, should its interest be sold or assigned. It is
further the covenant and agreement of the Purchaser, that Dave Dolan, Carter Lewis, and their immediate
family members, or any business entity in which they are a member or hold an interest, shall not be
involved in the management of the training center situate upon said premises, nor in the receipt or
distribution of assets, funds or contract proceeds derived from the operation of the training center during
the tenure of TenX Group, LLC, or at any time in the future, nor shall said person be involved, directly or
indirectly, in the operation, ownership or management of any future joint ventures regarding berthin 2,
recreation and food for clients of the training center upon the premises or provided by third parties
regarding same. |

G. It is the understanding of the parties hereto that the Purchaser 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 Sellers and/or their then surviving children.

H. Upon completion of the sale of the subject real estate, should the Purchaser 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

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No. 2:19-bk-00787 Doc 343 Filed 05/07/21 Entered 05/07/21 15:11:21 Page 6 of 9

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 Purchaser to sell or transfer shall be in writing and shall
contain a copy of the written offer by such third party, and shall be sent to the Sellers or their surviving
children, by certified mail to their designated agent, Robert Williams at P.O. Box 122, Moorefield, West
Virginia 26836. The Sellers, 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 Purchaser, or its successor in interest, has received from the third party.
This right of first refusal shall be subordinate to the right of the Purchaser to obtain financing, using the
subject property as security, for said loan, and the signatures of those persons having the ri oht of first |
refusal shall not be necessary upon any instrument required by a lender in order to obtain such loan. |
| L. In the event the purchase of the subject 689.40 acre tract is completed, thereafter,
should the said TenX Group, LLC, after having given t the Sellers 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
Sellers, 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.
| J. The Purchaser shall adhere to all terms and conditions as approved by the Hardy

County Plannet’s Office, as testified to and documented by the Hardy County Board of Appeals at its

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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 Sellers. This condition shall
inchade 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.

K. The Purchaser acknowledges the existence of certain improvements on the subject
real estate which benefit the training operation and agrees, to be solely responsible for and hold the
Sellers harmless, from any assessment hereafter due for public utility lines, equipment and services
benefitting the above described real estate.

| L. The Purchaser further agrees that it shall comply with all applicable Federal, State and

local Jaws, 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.
I The Purchaser agrees to accept the real estate and improvements situate thereon, at closing, in
their current condition, and further covenants and agrees that it and/or its agents, have made a complete |
inspection of the premises and find them to be acceptable and in good condition. Any professional
inspections requested by Purchaser shall be at its expense. |
8. Sellers and Purchaser warrant that there is 0 commission to be paid to any party in connection
with the purchase and sale of this property.
9, This Real Estate Sales Agreement may not be assigned without the prior written consent of the
Sellers and shall be binding upon the Sellers-and Purchaser herein, their respective heirs, successors, and
assigns.
10. 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

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No. 2:19-bk-00787 Doc 343 Filed 05/07/21 Entered 05/07/21 15:11:21 Page 8 of 9

County, West Virginia.
11, The parties hereto acknowledge that they have had opportunity to review this instrument with
independent legal counsel and this instrument represents the complete agreement of the parties, and may

not be changed or amended except by the express written agreement of all parties.

12. In any action or proceeding involving a dispute between the Sellers and Purchaser arising out of |

this contract, the prevailing party shail be entitled to receive from the other party reasonable attorney’s
fees as determined by the Court.
13. Any notices to be given under this Agreement by either party to the other shall be in writing and
sent by U.S. Mail, registered or certified, postage prepaid with return receipt requested to the following
designated addresses of the patties. Each party may change its address by written notice in accordance
with this paragraph. Notices herein under shall will be deemed communicated as of actual receipt; or if
delivery is refused, when delivery is attempted.

Renick C. Williams and Betty P. Williams

P.O. Box 664

Moorefield, WV 26836

James Punelli, Member/Manager

TenX Group, LLC

1900 Campus Commons Drive, Suite 100

Reston, Virginia 20191.

WITNESS the following signatures and seals:
SELLERS:

RENICK C. WILLIAMS

, 2013

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