May 27, 2016

Charlotte-Mecklenburg Historic Landmarks Commission 2100 Randolph Road Charlotte, North Carolina 28207 Attention: Dr. Dan L. Morrill

Re: Old Rozzelle’s Ferry Road

Dear Dan:

The purpose of this letter (the “Letter”) is to make a proposal to purchase the property described below. This Letter is not binding on any party.

Seller: Mecklenburg Historic Landmarks Commission

Buyer: John Lindsley or an entity controlled by John Lindsley

Property: The total land area is 6.019 acres and consists of the following six parcels of property: PID 03122254 (2.088 acres at 11647 Old Rozzelle's Ferry Road); PID 03122256 (0.777 acres at 11625 Old Rozzelle’s Ferry Road); PID 03122255 (0.644 acres at 11637 Old Rozzelle’s Ferry Road); PID 03122253 (0.52 acres at 11657 and 11659 Old Rozzelle's Ferry Road); PID 03122252 (0.6 acres with no assigned address); PID 03122258 (1.39 acres at 11601 Old Rozzelle's Ferry Road, currently being acquired by the Commission from the federal government)

Purchase Price: $270,000

Earnest Money: $2,500

Financing: 100% Seller-financing to be provided with a five-year balloon mortgage with monthly payments made at a 30-year amortization rate at a fixed interest rate of 3.5% per annum with payments to be made beginning one year after closing.

Inspection Period: Buyer shall have 120 days from the effective date of the definitive purchase contract in which to perform its investigations and due diligence (the “Inspection Period”). The Purchase Price reflects that Seller will not be required by Buyer to bring the tavern up to residential code.

Closing Date: Closing shall occur within 30 days of the expiration of the Inspection Period.

Project / Zoning: The Property is presented zoned as MX-2. Buyer intends to have the property rezoned following closing to a classification that will permit both commercial and residential uses on the Property with the residential uses being both single and multi- family structures. It is important that there not be restrictions on the distances between commercial and residential structures, such as are currently in force under MX-2 (100 feet). Buyer shall file a rezoning petition within 30 days after closing. Buyer will diligently pursue rezoning and shall have one (1) year (the “Entitlement Period”) to complete the rezoning. If Buyer is not able to have the Property successfully rezoned to a satisfactory (in Buyer’s sole discretion) classification during the Entitlement Period, Buyer shall have the option but not the obligation, to require Seller to repurchase the Property for the Purchase Price.

Restrictions: There are five existing structures, four of which are currently contributing to the historic status: the Edward M. Rozzelle house, well, corn-crib, and log-barn. None of these can be torn down, but we do have the option of moving the corn-crib and/or the log barn to another location on the property.

The Property will be subject to Seller’s customary covenants (which shall be disclosed during the Inspection Period) including approval of, and design review for, any future structures built on site, and right of first refusal on any future sale of the existing historic structures, but no right of first refusal on the sale of land or any additional structures that might be built. During the Entitlement Period, Seller should, subject to the necessary design review, pre-approve the commercial re-purposing of the house as a tavern, and the building of at least 15 townhouses and/or single-family homes on the “main tract”. The additional parcel fronting the main road (i.e., 11601 Old Rozzelle's Ferry Road, currently being acquired by the Seller) is the subject of a recent ordinance and is now also designated historical, and subject to design review. During the Entitlement Period, Seller should, subject to the necessary design review, pre-approve the commercial and/or residential use of the additional parcel. If Buyer is not able to obtain satisfactory (in Buyer’s sole discretion) Seller pre-approvals during the Entitlement Period, Buyer shall have the option but not the obligation, to require Seller to repurchase the Property for the Purchase Price.

Extensions of Buyer shall have the right to extend the Closing Date 2 Closing: consecutive times for a period of 60 days each. Simultaneously with each Extension, Buyer shall deposit an additional $2,500 of earnest money with the escrow agent prior to the currently scheduled Closing Date. This additional earnest money shall not be applied to the purchase price and shall not be refundable (except in the event of a termination due to condemnation, casualty or Seller’s default).

Closing Costs: Seller will pay transfer taxes (i.e., deed stamps), the costs of its attorney, and all assessments, rollback taxes and other deferred taxes. Normal ad valorem taxes will be pro-rated on a daily basis as of the date of closing.

Real Estate Neither party is being represented by a broker on this Commissions: transaction. Accordingly, neither party shall be responsible for the payment of any real estate commissions.

If the foregoing is acceptable, please sign and date this Letter in the space provide d below and return a signed copy to me. I would welcome an opportunity to talk to you a bout any questions and concerns about this proposal.

Very truly yours,

John Lindsley

Acknowledged and agreed:

SELLER:

CHARLOTTE-MECKLENBURG HISTORIC LANDMARKS COMMISSION

By: ______Name: ______Title: ______Date: ______