State of Maryland


THIS REAL ESTATE PURCHASE AGREEMENT (the "Agreement") is hereby entered into
on this XX th day of January, XXX (the "Execution Date")

1. XXX LLC of XXX (the "Seller")


2. XXX Inc
XXX (the "Buyer")


The Seller wishes to sell a certain commercial real estate property and the Buyer
wishes to purchase this commercial real estate property.
IN CONSIDERATION OF and as a condition of the Seller selling the Property and the
Buyer purchasing the Property and other valuable consideration, the receipt and
sufficiency of which consideration is acknowledged here, the parties to this
Agreement (individually the "Party" and collectively the "Parties") agree as follows:
1. The real property along with improvements and fixtures thereon and with all
appurtenant rights, privileges, and easements is best described as a mixed-use
property (the "Property").
The legal description of the property is as follows:
I. Building size: 4400 Square Feet (SF)
II. Land Area: 7500 Square Feet (SF)
III. Street Address: XXX

2. The Seller agrees to sell and convey to the Buyer and the Buyer agrees to
purchase from the Seller the Property.
Purchase Price
3. The purchase price for the Property (the "Purchase Price") will be paid as
a. earnest money payable after the Effective Date of this Agreement is:
b. at closing, the cash portion of Purchase Price payable by the Buyer is:
c. excluding any loan funding fee or mortgage insurance premium, the sum of
all financing is: $____________; and
d. the total Purchase Price payable is: $635,000.00.
Financing Terms
4. The portion of the Purchase Price not payable in cash by the Buyer amounts to
$____________ and it will be paid by one or more third party mortgage or deed
of trust loans. The terms of the Third-Party Financing Addendum are
incorporated into this Agreement by reference.
5. This Agreement is subject to the Buyer being approved for all financing as
described in the attached Third-Party Financing Addendum within sixty (60)
days from the Effective Date of this Agreement (the "Financing Period").
Either party may cancel this Agreement if the Buyer cannot obtain adequate
financing within the Financing Period despite due diligence and good faith on
the part of the Buyer or if the Buyer cannot satisfy the terms of the financing
commitment by the Closing Date.
Earnest Money Deposit
6. After acceptance by all Parties, the Buyer agrees to make a payment in the
amount of $5,000.00 as consideration by XXX th January, XXX at 05.00PM
(“Earnest Money”). The Earnest Money shall be applied to the Purchase Price
at Closing and subject to the Buyer’s ability to perform under the terms of this

Agreement. Any Earnest Money accepted shall be required to be placed in a
separate trust or escrow account in accordance with State law. The Earnest
Money shall be held by Millennium Title ("Escrow Agent").
I. Return of Deposit.
Unless otherwise specified in this Agreement, in the event any condition of this
Agreement is not met and the Buyer has fulfilled any required notice obligation
in a timely manner regarding the condition having not been met, the Escrow
Money shall be returned in accordance with State law.
Title Policy
7. At the Buyer’s option, and at the Seller’s expense, the Seller will furnish to the
Buyer a title guaranty policy guaranteeing good title to the Property, or an
owner’s policy of title insurance, insuring and indemnifying the Buyer against
loss (the "Title Policy"), issued from a general title company (the "Title
Company") in the amount of the Purchase Price dated as of the date that the
sale of the Property becomes final and the Buyer takes possession (the "Closing
Date"), subject to the following exceptions (collectively, the "Title
Exceptions"): building and zoning ordinances; standard utility easements;
standard riparian matters; common restrictive covenants relating to platted
subdivision; oil, gas and mineral rights; taxes, mortgages or deeds of trust and
assessments which the Buyer will be assuming; discrepancies in regards to
shortages in area or boundary lines; and liens created as part of the financing
for the Buyer.
8. At the Seller’s cost, the Seller will furnish or cause to be furnished to the Buyer
a commitment to issue the Title Policy requested by the Buyer (the
"Commitment") and copies of restrictive covenants and documents evidencing
exceptions in the Commitment (the "Exception Documents") other than the
standard printed exceptions. The Seller hereby authorizes the Title Company to
deliver the Commitment and Exception Documents to the Buyer’s address
provided in this Agreement.

Property Survey
9. Prior to the Closing Date the Seller will deliver the Seller’s existing property
survey to the Buyer and to the Title Company, along with the Seller’s affidavit
in relation to the Title Company’s approval of the survey. This survey must have
been completed within the past year. If the survey is not approved by the Title
Company or the Buyer’s lender, a new survey, the cost of which will be shared
equally by the Buyer and Seller, will be obtained at least seven days prior to
the Closing Date.
Objections and Cure
10. The Buyer may submit a written objection, within 10 days after the Buyer
receives the Commitment, and Exception Documents, in relation to any
defects, exceptions or encumbrances to title which makes the title
unmarketable, excluding the Title Exceptions.
11. With the exception of the requirements in the Commitment which are not
waived, if the Buyer fails to provide a written objection within the allowed
time, it will constitute as a waiver on the part of the Buyer to object. Any
timely objections by either the Buyer or any third-party lender must be cured
by the Seller, at the Seller’s expense, prior to closing and the Closing Date will
be delayed as necessary. If the objections are not cured, this Agreement will
terminate and the earnest money will be refunded to the Buyer within ten days
unless the Buyer has waived the objections in writing and elected to close the
sale and accept the title with the existing defect.
Real Property Disclosure
12. SELLER’S DISCLOSURE: The Seller does not know of any material facts that
would affect the value of the Property, except those observable by the Buyer
or any known to the Seller.
13. STATUTORY DISCLOSURES: The Seller is responsible to furnish the Buyer with
the following disclosures and items as soon as practicable before the signing of
this Agreement:

a. Lead-Based Paint Disclosure and a copy of the pamphlet titled "Protect Your
Family from Lead in Your Home" from the EPA; and
b. Residential Property Disclosure Statement or Residential Property
Disclaimer Statement.

The Property is not subject to Maryland Homeowners Association Act.
The Seller is responsible for satisfying any local disclosure requirements prior to the
signing of this Agreement. Please consult the local county department in which the
Property is situated and/or a local real estate attorney to ensure compliance has been
Property Access and Inspection
16. The Buyer may, at its sole cost, select inspectors and pest controllers licensed
to practice within Maryland or any lawful agent authorized to make inspections
to inspect the Property. The Buyer will deliver to the Seller a written notice of
any defects in addition to a copy of the inspection report within ten (10) days
after the inspection. At all reasonable times, the Seller is to permit the Buyer
or its agents’ access to the Property for the purpose of inspection and will pay
for turning on existing utilities.
Property Condition
17. The Buyer accepts the Property in its current state and condition without any
further work, repairs, treatments or improvements.
18. The Seller makes no express warranties aside from those expressly described in
this Agreement or the attached addenda. Upon closing, the Seller agrees to
assign all manufacturer warranties that are assignable to the Buyer.
19. The purchase of the Property shall be closed on XXX May, XXX at 05:00 PM or
earlier at the office of a title company to be agreed upon by the Parties
(“Closing”). Any extension of the Closing must be agreed upon, in writing, by

Buyer and Seller. Real estate taxes, rents, dues, fees, and expenses relating to
the Property for the year in which the sale is closed shall be paid by the Seller
and prorated as of the Closing.
A. Closing Costs:
The costs attributed to the Closing of the Property shall be the responsibility of
both Parties (shared equally). The fees and costs related to the Closing shall
include, but not be limited to, a title search (including the abstract and any
owner’s title policy), preparation of the deed, transfer taxes, recording fees,
and any other costs by the title company that is in standard procedure with
conducting the sale of a property. Seller will give buyer 5% in closing help.

20. Any notices, statements, certificates, affidavits, releases, loan documents and
other documents required by this Agreement, by the Commitment or by law
which is necessary for the closing of the sale or the issuance of the Title Policy
must be promptly executed and delivered by the Seller and the Buyer.

21. All covenants, representations and warranties in this Agreement will survive
closing and may be enforced.
22. To the best of Seller’s knowledge, there are no areas of the Property where
hazardous substances or hazardous wastes, as such terms are defined by
applicable Federal, State, and Local statutes and regulations, have been
disposed of, released, or found. No claim has been made against Seller with
regard to hazardous substances or wastes as set forth herein, and Seller is not
aware that any such claim is current or ever has been threatened. Seller shall
inform Buyer, to the best of Seller’s knowledge, of any hazardous materials or
release of any such materials into the environment, and of the existence of any
underground structures or utilities which are or may be present on the
Remedies on Default

23. The Buyer will be in default if the Buyer fails to comply with the provisions of
this Agreement, upon which, the Seller may:
a. seek specific performance; or
b. seek other relief as may be provided by law; or
c. seek a combination of any or all of the above remedies; or
d. treat all earnest money as forfeited and the said money be deemed as
liquidated damages and the sole remedy for the Seller.
24. If the Seller, due to factors beyond the control of the Seller, fails to make any
non-casualty repairs or deliver the Commitment or survey as required, the
Buyer may:
a. extend the performance time and the Closing Date as necessary; or
b. terminate this Agreement and the earnest money will be refunded to the
Buyer within ten days as the sole remedy.
25. The Seller will be in default if the Seller fails to comply with the provisions of
this Agreement, upon which, the Buyer may:
a. seek specific performance; or
b. seek such other relief as may be provided by law; or
c. a combination of any or all of the above remedies; or
d. treat this Agreement as terminated and receive the earnest money within
ten days of cancellation.
Mediation and Arbitration
26. If any dispute in relation to this Agreement between the Seller and the Buyer is
not resolved through informal discussion within thirty days from the date a
dispute arises, the parties agree to submit the issue first before a mediator and
to an arbitrator in the event that a mediation fails. The decision of the
arbitrator will be binding on the parties. Any mediator or arbitrator must be a
neutral party acceptable to both Buyer and Seller. The cost of any mediation or
arbitration will be shared equally by the parties.
Attorney’s Fees
27. In the event that any action is commenced in relation to this Agreement, the
unsuccessful Party in the action will pay to the successful Party reasonable

attorney’s fees and all court costs incurred during the proceedings by the
prevailing Party.
28. If the property is damaged, by fire or other casualty, after the Effective Date
and before the Closing, the Seller will bear the risk of loss and the Buyer may
cancel this Agreement without liability and the Escrow Money shall be returned
to the Buyer. Alternatively, the Buyer will have the option of purchasing the
Property at the agreed-upon Purchase Price and the Seller will credit the
deductible, if any, and transfer to the Buyer at Closing any insurance proceeds
or Seller’s claim to any insurance proceeds payable for the damage. The Seller
will cooperate with and assist the Buyer in collecting any such proceeds. The
Seller shall not settle any insurance claim for damage caused by casualty
without the consent of the Buyer.

29. Furthermore, if any part of the Property, after the Effective Date and before
the Closing, is taken in condemnation or under the right of eminent domain, or
proceedings for such taking are pending or threatened, the Buyer may cancel
this Agreement without liability and the Escrow Money will be returned to the
Buyer. Alternatively, the Buyer will have the option of purchasing what is left
of the Property at the agreed-upon Purchase Price and the Seller will transfer
to the Buyer at Closing the proceeds of any award or the Seller’s claim to any
award payable for the taking. The Seller will cooperate with and assist the
Buyer in collecting such an award.
Seller Representations
30. The Seller represents and warrants that there will be no liens, assessments, or
security interests from third parties against the Property which will not be
satisfied out of the sales proceeds. The Seller makes no representation aside
from those expressly provided in this Agreement. If the representations of the
Seller are untrue upon the Closing Date, the Buyer may terminate this
Agreement and the earnest money will be refunded within ten days.

Federal Tax Requirements
31. The Buyer is responsible for withholding from the sales proceeds ten percent of
the gross Purchase Price in compliance with applicable tax law and submit the
said amount to the Internal Revenue Service in conjunction with the relevant
tax forms if the Seller falls under the definition of a "foreign person" within
applicable law. The primary grounds for exemption are if the Seller furnishes
an affidavit to the Buyer stating that either:
a. the Seller is not a "foreign person" within applicable law along with the
Seller’s United States taxpayer identification number; or
b. if the Purchase Price does not exceed $300,000.00 and the Property will be
used as the Buyer’s residence.

32. The Buyer may not assign this Agreement without the Seller’s written consent.
This Agreement is binding on the respective heirs, executors, administrators,
successors, personal representatives and assigns, as the case may be, of the
Seller and the Buyer.
Governing Law
33. The Parties agree this Agreement will be construed under the laws of Maryland,
without regard to the jurisdiction in which any action or special proceeding
may be instituted.
34. If there is a conflict between any provision of this Agreement and the
applicable legislation of Maryland (the "Act"), the Act will prevail and such
provisions of the Agreement will be amended or deleted as necessary in order
to comply with the Act. Further, any provisions that are required by the Act are
incorporated into this Agreement.
35. If any terms or provision of this Agreement are determined to be invalid or
unenforceable by a court of competent jurisdiction, the remainder of this
Agreement will not be affected and each unaffected term and provision of this
Agreement will be valid and be enforceable to the fullest extent permitted by

Agreement of Parties
36. This Agreement constitutes the entire agreement of the Parties and it may not
be contradicted by evidence of prior, contemporaneous or subsequent oral
agreement. The provisions contained in this Agreement cannot be changed
except by the signed and delivered written consent of both Parties.
Consult an Attorney
37. The Seller and the Buyer should consult an attorney before this Agreement is
executed if any aspect of the Agreement is not understood. The Seller and the
Buyer agree each will notify the other of the contact information for the
respective attorney, if any, responsible for this real estate transaction.
General Provisions
38. This Agreement may be executed in counterparts. Facsimile signatures are
binding and are considered to be original signatures.
39. All monetary amounts in this Agreement refer to US dollars, and all payments
required to be paid under this Agreement will be paid in US dollars unless the
Parties agree otherwise in writing.
40. The Property will be delivered to the Buyer vacant.
41. Time is of the essence in this Agreement. Every calendar day except Saturday,
Sunday or U.S. national holidays will be deemed a business day and all relevant
time periods in this Agreement will be calculated in business days.
Performance will be due the next business day if any deadline falls on a
Saturday, Sunday or a national holiday. A business day ends at five p.m. local
time in the time zone in which the Property is situated.

IN WITNESS whereof the parties hereto have executed this Agreement the day
and year herein above written.
SIGNED by Southern Creek Inc/ Yaibeth Y Hart
____________________________Title/ Witness


SIGNED by XXX  Investments LLC
____________________________XXX Investments LLC


The Receipt of $5,000.00 as earnest money in the form of Wire Transfer is hereby
acknowledged on this _______ day of ______________, _______.
Name: Millennium Title
Address: XXX
Phone: ____________________
Email: ____________________
Signature: ____________________

I. Building size: 4400 Square Feet (SF)
II. Land Area: 7500 Square Feet (SF)
III. Street Address: XXX

NOTICE TO OWNER(S): Sign this statement only if you elect to sell the property
without representation and warranties as to its condition, except as otherwise
provided in the contract of sale; otherwise, complete and sign the RESIDENTIAL
The undersigned owner(s) of the real property described above make no
representations or warranties as to the condition of the real property or any
improvements thereon, and the purchaser will be receiving the real property "as is"
with all defects which may exist, except as otherwise provided in the real estate
contract of sale. The owner(s) acknowledge having carefully examined this statement
and further acknowledge that they have been informed of their rights and obligations
under §10-702 of the XXX  Real Property Article.
Seller: XXX  Investments LLC
Seller: XXX  Investments LLC

The purchaser(s) acknowledge receipt of a copy of this disclaimer statement and
further acknowledge that they have been informed of their rights and obligations
under §10-702 of the XXX Real Property Article.
Buyer: XXX
Buyer: XXX

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