PURCHASE TERMS OF USE

Raw Earth Ventures, LLC

Business Name	Raw Earth Ventures, LLC
Website Name	Raw Earth Properties (rawearthproperties.com)
Mailing Address	500 Westover Drive, #33113, Sanford, NC 27330
Phone	(910) 994-8334
Email	hello@rawearthproperties.com

AGREEMENT FOR THE SALE AND PURCHASE OF REAL ESTATE

NO BROKER – VACANT RESIDENTIAL LAND

WARNING: THIS CONTRACT HAS SUBSTANTIAL LEGAL CONSEQUENCES AND THE PARTIES ARE ADVISED TO CONSULT LEGAL AND TAX COUNSEL.

FOR VALUABLE CONSIDERATION OF TEN DOLLARS and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the purchaser (herein “Buyer”) and Raw Earth Ventures, LLC with a mailing address of 500 Westover Drive, #33113, Sanford, NC 27330 (herein “Seller”) do hereby covenant, contract and agree as follows:

These terms apply to every property purchase from Seller. Seller offers two purchase options: a Cash Sale and Owner Financing (Terms). Where the two options differ, each is labeled below. All other terms apply to both.

	Cash Sale	Owner Financing (Terms)
Financing	Not contingent on financing.	Seller finances part of the purchase price through a Promissory Note secured by a Land Contract.
Price items	Purchase Price, Down Payment Money, Balance Due	Purchase Price, Down Payment Money, New Loan
Monthly payments	None	Even monthly payments plus Note Servicing Fee plus estimated taxes
Deed	Warranty Deed at closing	Warranty Deed recorded within 30 days of final payoff
30-Day Exchange Guarantee	Section 24 (Cash Sale)	Section 24 (Owner Financing)

PART 1. TERMS FOR ALL PURCHASES

AGREEMENT TO SALE AND PURCHASE: Seller agrees to sell, and Buyer agrees to buy from Seller the property described as follows: the Parcel ID and Legal Description stated in your purchase agreement. All property sold by this contract is called the “Property.”
SALES PRICE: The parties agree to the following sales price:

Cash Sale: Purchase Price, Down Payment Money and Balance Due, as stated in your purchase agreement.

Owner Financing (Terms): Purchase Price, Down Payment Money and New Loan, as stated in your purchase agreement.

FINANCING: The following provisions apply with respect to financing:

Cash Sale: This contract is not contingent on financing.

Owner Financing (Terms): Seller agrees to finance the stated dollars of the purchase price pursuant to a promissory note from Buyer to Seller, bearing interest per annum, payable over a term of the stated number of months with even monthly payments, plus a Note Servicing Fee, plus estimated taxes, secured by a Land Contract with the first payment to begin on the date stated in your purchase agreement.

DOWN PAYMENT MONEY: Buyer has deposited the stated down payment money with Raw Earth Ventures, LLC. Additionally, the buyer acknowledges that there is a one-time processing fee due at signing.
PROPERTY CONDITION: Buyer hereby represents that they have personally inspected and examined the above mentioned property and accepts the property in its “as-is” and present condition. This property is covered by a 30-Day Exchange Guarantee as described in Section 24 below.
UTILITIES: The present condition of all utility access to the property is accepted by Buyer. Seller is not aware of the existence of wetlands, shoreland, or flood plain on or affecting the real property except as follows: None. Seller knows of no hazardous substances or petroleum products having been placed, stored, or released from or on the real property by any person in violation of any law, nor of any underground storage tanks having been located on the real property at any time, except as follows: None.
CLOSING: The closing of the sale will be on or before the date stated in your purchase agreement unless extended pursuant to the terms hereof. Closing may be extended to within 7 days after objections to matters disclosed in the title abstract, certificate or Commitment or by the survey have been cured. The closing date may also be extended by written agreement of the parties.
TITLE AND CONVEYANCE: Seller is to convey title to Buyer by Warranty Deed. Seller shall, prior to or at closing, satisfy all outstanding mortgages, deeds of trust and special liens affecting the subject property which are not specifically assumed by Buyer herein. Title shall be good and marketable, subject only to (a) covenants, conditions and restrictions of record, (b) public, private utility easements and roads and rights-of-way, (c) applicable zoning ordinances, protective covenants and prior mineral reservations, (d) special and other assessments on the property, if any, (e) general taxes for the current year and subsequent years. A title report shall not be provided to Buyer at closing. Buyer may elect to do their own title search at their own expense. If there are title defects, Seller shall notify Buyer within 5 days of closing and Buyer, at Buyer’s option, may either (a) if defects cannot be cured by designated closing date, cancel this contract, in which case all down payment monies deposited shall be returned, (b) accept title as is, or (c) if the defects are of such character that they can be remedied by legal action within a reasonable time, permit Seller such reasonable time to perform curative work at Seller’s expense. In the event that the curative work is performed by Seller, the time specified herein for closing of this sale shall be extended for a reasonable period necessary for such action. Seller represents that the property may be legally used as zoned and that no government agency has served any notice to Seller requiring repairs, alterations or corrections of any existing condition except as stated herein.
APPRAISAL, SURVEY AND TERMITE INSPECTION: Any appraisal of the property shall be the responsibility of Buyer. A survey is not required.
POSSESSION AND TITLE: Prior to closing the property shall remain in the possession of Seller.
CLOSING COSTS AND EXPENSES: The following closing costs shall be paid as provided, if closed through a title company. No cost to buyer by closing directly.

Closing Cost	Buyer	Seller	Both *
Attorney Fees / Title Company Fees	X
Title Insurance	X
Title Abstract or Certificate	X
Recording Fees		X
Appraisal	X
Survey	X
Transfer Taxes		X
All other closing Cost	X

* 50/50 between buyer and seller.

PRORATIONS: Taxes for the current year, interest, maintenance fees, assessments, dues and rents, if any, will be prorated through the Closing Date. If taxes for the current year vary from the amount prorated at closing, the parties shall adjust the prorations when tax statements for the current year are available.
DEFAULT: If Buyer fails to comply with this contract, Buyer will be in default, and Seller may either (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this contract and receive the down payment money as liquidated damages, thereby releasing both parties from this contract. If, due to factors beyond Seller’s control, Seller fails within the time allowed to make any non-casualty repairs or deliver evidence of clean title, Buyer may either (a) extend the time for performance up to 15 days and the Closing Date will be extended as necessary or (b) terminate this contract as Buyer’s sole remedy and receive a refund of the down payment money. If Seller fails to comply with this contract for any other reason, Seller will be in default and Buyer may either (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this contract and receive a refund of the down payment money, thereby releasing both parties from this contract.

No Alterations Before Deed Transfer (Owner Financing): Until Buyer has paid the purchase price in full and Seller has delivered the deed conveying the Property to Buyer, Buyer shall not make any upgrades, alterations, or improvements to the Property, including grading, clearing, fencing, construction, or installation of any structures, utilities, or fixtures. Any such work performed before the deed is delivered is at Buyer’s sole risk and expense and shall constitute a default under this Agreement.

ATTORNEY’S FEES; MEDIATION PREREQUISITE: As a condition precedent to initiating any legal proceeding under or with respect to this contract, the parties shall first comply with the mediation requirements of Section 26. The prevailing party in any legal proceeding brought under or with respect to the transaction described in this contract is entitled to recover from the non-prevailing party all costs of such proceeding and reasonable attorney’s fees.
REPRESENTATIONS: Seller represents that as of the Closing Date (a) there will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing payment of any loans assumed by Buyer and (b) assumed loans will not be in default. If any representation in this contract is untrue on the Closing Date, this contract may be terminated by Buyer and the down payment money will be refunded to Buyer. All representations contained in this contract will survive closing.
FEDERAL TAX REQUIREMENT: If Seller is a “foreign person”, as defined by applicable law, or if Seller fails to deliver an affidavit that Seller is not a “foreign person”, then Buyer shall withhold from the sales proceeds an amount sufficient to comply with applicable tax law and deliver the same to the Internal Revenue Service together with appropriate tax forms. IRS regulations require filing written reports if cash in excess of specified amounts is received in the transaction.
AGREEMENT OF PARTIES: This contract contains the entire agreement of the parties and cannot be changed except by their written agreement.
NOTICES: All notices from one party to the other must be in writing and are effective when mailed to, hand-delivered at, or transmitted by facsimile machine as follows:

To Buyer at: the name, address, phone and email provided by Buyer in the purchase agreement.

To Seller at: Raw Earth Ventures, LLC, 500 Westover Drive, #33113, Sanford, NC 27330. Phone: (910) 994-8334 Email: hello@rawearthproperties.com

ASSIGNMENT: This agreement may not be assigned by Buyer without the consent of Seller. This agreement may be assigned by Seller and shall be binding on the heirs and assigns of the parties hereto.
PRIOR AGREEMENTS: This contract incorporates all prior agreements between the parties, contains the entire and final agreement of the parties, and cannot be changed except by their written consent. Neither party has relied upon any statement or representation made by the other party or any sales representative bringing the parties together. Neither party shall be bound by any terms, conditions, oral statements, warranties, or representations not herein contained. Each party acknowledges that he has read and understands this contract. The provisions of this contract shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. When herein used, the singular includes the plural and the masculine includes the feminine as the context may require.
NO BROKER OR AGENTS: The parties represent that neither party has employed the services of a real estate broker or agent in connection with the property, or that if such agents have been employed, that the party employing said agent shall pay any and all expenses outside the closing of this agreement.
EMINENT DOMAIN: If the Property is condemned by eminent domain after the effective date hereof, the parties shall attempt to agree to continue the closing, to continue the closing as to a portion of the Property, or to cancel this contract. If the parties cannot agree, Buyer may cancel this contract and receive a refund of the down payment money.
RECORDING: This agreement may be recorded in the official records of the county and state stated in your purchase agreement.
OTHER PROVISIONS: OUR GUARANTEE (30-DAY EXCHANGE)

Cash Sale: Raw Earth Ventures, LLC allows the Buyer a 30-day exchange period beginning on the date the down payment is received by Seller. If, for any reason, Buyer is unsatisfied with the Property, Buyer may elect, by written notice delivered to Seller within the 30-day period, to exchange the Property for another parcel then owned by Seller with a purchase price equal to or greater than the purchase price of the Property. Buyer shall pay any difference in purchase price plus all closing, recording, and transfer costs arising from the exchange. No cash refund shall be due under this guarantee. As conditions of the exchange: (a) Buyer shall reconvey the Property to Seller (b) the Property shall be in substantially the same condition as at closing, ordinary wear excepted; and (c) Buyer shall not have recorded any lien or encumbrance against the Property. This exchange right may be exercised once per contract and is Buyer’s exclusive remedy under this guarantee.

Owner Financing (Terms): Raw Earth Ventures, LLC allows the Buyer a 30-day exchange period beginning on the date the down payment is received by Seller. If, for any reason, Buyer is unsatisfied with the Property, Buyer may elect, by written notice delivered to Seller within the 30-day period, to exchange the Property for another parcel then owned by Seller with a purchase price equal to or greater than the purchase price of the Property. Any payments made by Buyer under the related promissory note and land contract before the exchange shall be credited toward the purchase price of the replacement parcel. Buyer shall pay any remaining difference in purchase price plus all closing, recording, and transfer costs arising from the exchange. No cash refund shall be due under this guarantee. As conditions of the exchange: (a) Buyer shall reconvey the Property to Seller by warranty deed, free and clear of any liens, encumbrances, or title defects created or suffered by Buyer; (b) the Property shall be in substantially the same condition as at closing, ordinary wear excepted; and (c) Buyer shall not have recorded any lien or encumbrance against the Property. This exchange right may be exercised once per contract and is Buyer’s exclusive remedy under this guarantee.

TIME IS OF THE ESSENCE IN THE PERFORMANCE OF THIS AGREEMENT.

GOVERNING LAW: This contract shall be governed by the laws of the State stated in your purchase agreement.

EXECUTED (THE EFFECTIVE DATE).

NO-RELIANCE; BUYER DUE DILIGENCE: Buyer acknowledges that Seller has made no representations or warranties regarding (a) any homeowners association, property owners association, or similar entity, including dues, assessments, transfer fees, covenants, conditions, or restrictions; (b) whether mineral, water, oil, gas, or other subsurface rights are included in this conveyance; (c) the future value, appreciation, investment potential, or income-producing potential of the Property; or (d) the Property’s suitability for Buyer’s intended use, including buildability, zoning compliance for any particular purpose, or the availability of utilities, water, septic, or legal or physical access. Buyer has conducted, or has had the opportunity to conduct, Buyer’s own independent due diligence with respect to each of the foregoing, and is not relying on any marketing materials, advertisements, or oral or written statements of Seller or its representatives except as expressly set forth in this contract.
MEDIATION: Before initiating any legal proceeding arising out of or relating to this contract, the parties shall attempt in good faith to resolve the dispute through mediation conducted in the county and state stated in your purchase agreement. The parties shall share the mediator’s fees equally. If the dispute is not resolved within 60 days after a party’s written request for mediation, either party may pursue any remedy available at law or in equity, subject to Section 14.

RECEIPT: Receipt of Down Payment Money is acknowledged. Receipt of Document Preparation fee is also acknowledged.

PART 2. ADDITIONAL TERMS FOR OWNER FINANCING (TERMS)

These terms apply only to purchases made with Owner Financing. They sit on top of everything in Part 1.

PROMISSORY NOTE

For value received, the purchaser (“Borrower[s]”) promises to pay to Raw Earth Ventures, LLC with a mailing address of 500 Westover Drive, #33113, Sanford, NC 27330. (“Lender”), or to order, the principal amount stated in the purchase agreement together with interest on the unpaid principal balance from the start date until paid in full. Principal and interest are payable as follows:

Payment – Borrower will pay Lender the stated number of months of principal and interest payments in the amount stated in the note, plus the stated amount per month, Note Servicing Fee plus the stated amount per month for estimated property taxes, for a total payment as stated per month, inclusive of interest, beginning on the stated date, with interest calculated on the unpaid entire principal balance at the stated rate per annum. This estimated payment is based on the assumption that all payments will be made exactly as scheduled. The actual final payment will be for all principal and accrued interest not yet paid, together with any other unpaid amounts under this Note. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to any late charges, then to principal. Borrower will pay Lender through our payment system, or at such other place as Lender may designate in writing. The term of this Note is the stated number of months.
Default Rate – Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the interest rate on this Note by five (5) percentage points (“Default Rate”). The Default Rate of Interest shall thereafter supercede the rate set forth in Paragraph 1, above, even if the default is subsequently cured.
Prepayment – Borrower may prepay this note, in whole or in part.
Late Charge – If a payment is 10 or more calendar days late, Borrower will be charged the late fee stated in the note in additional to regularly scheduled payment, in addition to all other sums owed hereunder.
Default – Each of the following shall constitute an event of default under this Note: Borrower fails to make any payment when due; Borrower fails to comply with or to perform any other material term, obligation, covenant or condition contained in any other agreement between Lender and Borrower, including, but not limited to, the Purchase and Sale Agreement, Promissory Note and Land Contract; Borrower defaults under any loan in favor of any other creditor, if such default may materially affect the Real Property securing this Note; and any statement made or furnished to Lender by Borrower to Lender in connection with this loan was false at the time the statement was made.

If any default, other than a default in payment, is curable and if Borrower has not been given a notice of breach of the same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practicable, but not more than thirty (30) days with respect to any non-monetary default.

This Note is secured by a Land Contract of this same date.

The maker promises and agrees that in the case of a default in the payment of any sum required hereunder, or in the case of the failure to perform any covenant contained in the Land Contract securing this Note, or if the maker becomes insolvent or makes a general assignment for the benefit of creditors, then the unpaid principal balance and accrued interest shall, at the option of the holder or holders of this Note, immediately become due and payable although the time of maturity as expressed in this Note may not have arrived.

The Borrower promises and agrees that in the event of any sale, transfer, alienation, or other disposition of the Stock which is the subject of the Land Contract which secures this Note, or of any part thereof or of any interest therein, whether voluntary or involuntary, the entire unpaid principal balance and accrued interest shall, at the option of the holder or holders of this Note, immediately become due and payable although the time of maturity as expressed in this Note may not have arrived.

Under this Note, the Borrower agrees to pay all costs, including reasonable attorneys’ fees, incurred in the collection of any unpaid amounts. Jurisdiction and venue of any claim, action or proceeding to enforce the parties rights under this Note shall be in the state and federal courts located in the makers court of choice.

The Borrower waives presentment for payment, demand, notice, protest, notice of protest, diligence, and non-payment of this Note, and all defenses on the ground of any extension of time for payment that may be given by Lender to Borrower.

LAND SALE CONTRACT

Purchase and Sale: The undersigned buyer (“Buyer”) agrees to buy and the undersigned seller Raw Earth Ventures, LLC with a mailing address of 500 Westover Drive, #33113, Sanford, NC 27330, or its assigns, (“Seller”) agrees to sell all that tract or parcel of land, with such improvements as are located thereon, described by the Parcel ID Recorder and Legal Description stated in your agreement, together with all fixtures, landscaping, improvements, and appurtenances, all being hereinafter collectively referred to as the “Property”.

Items that will NOT remain with the property: N/A

The Seller address is: Raw Earth Ventures, LLC, 500 Westover Drive, #33113, Sanford, NC 27330. Phone: (910) 994-8334. The Buyer’s address is: the address stated in your agreement.

Purchase Price and Method of Payment: Buyer warrants that, except as may be otherwise provided herein, Buyer will have at the time this agreement is signed and notarized, sufficient cash to complete the purchase of the Property, except for that portion the Seller has authorized for payment on the terms outlined in this Land Sale Contract. The Purchase Price to be paid is the price stated in your agreement. The terms of this Land Sale Contract are as follows:

Seller warrants the Property to be free of all liens and taxes are current.
Seller warrants the Property to be available to the buyer at the time of this contracts effective date.
Seller holds the right to limit the amount of timber removed from the property to include only that area needed to place a dwelling or structure, until the total price of the property including interest is paid.
Seller to hold the Title Warranty Deed to the Property until the Property is completely paid and the Seller warrants that the Property Title will remain free from any loans, liens, or encumbrances through the period of payment.
The Seller, at the time of title transfer, will provide the Buyer with a marketable title.
Seller will pay the Taxes on the Property each year and the Buyer will reimburse the seller each year. Failure of the Buyer to reimburse the Seller for all taxes accrued from the date of this purchase within 60 days of the date due will void this Contract and the remaining amount owed on the Property will become due within 30 days.
The Seller will notify the Buyer by email (buyer must keep a valid email address on file) if the Buyer is at default.
The Seller will allow a grace period for the monthly payment of 10 days from the date due. If the payment has not been received within the grace period, a penalty will be assessed to the payment.
The Seller reserves the right to take back possession of the Property if the Buyer is in default of the monthly payment by 35 days, at which time the Seller will notify the Buyer by email of default. The Buyer will have 30 days to bring payments current in order to cure the default. If full payment is not received at this time, the property will be considered foreclosed and the Buyer will forfeit all interest and payments made. If the Seller and Buyer cannot work out any problems associated with the said property, the parties shall first attempt to resolve the dispute through mediation in accordance with Section 26 of the Purchase and Sale Agreement before any legal action is taken. If legal action is taken, the side which loses the said action will be responsible for all costs and legal fees associated with the legal action.
The terms of payment are as follows: the Purchase price, Down payment, and total amount financed plus interest as stated in your agreement.
Payments in the stated amount will be made monthly for a period of the stated number of months at the stated interest rate of simple interest. The stated portion of each payment will be applied to principal and interest and the balance to the Note Servicing Fee and the estimated taxes.
Payments will begin on the stated date and will continue until principal is paid in full.
There is no prepayment penalty. This note can be paid off at any time. Only the interest accrued to the date of payoff will be assessed.
Seller will record a Warranty Deed to the county and State stated in your agreement, within 30 days of payoff.

Binding Agreement Date: This instrument becomes binding once the Buyer signs this instrument. The Buyer has accepted this offer subject to the terms noted in this Land Sale Contract as a legal and binding contract.

PAYMENTS, RECORDING AND PLAIN-LANGUAGE NOTES

First payment: The first payment is timed to be approximately 30 days from the contract date via check or credit card payment. Seller will email Buyer the auto-payment link to set up the monthly payment and make the one time note set up fee payment.

Deed: Once Buyer makes the final payment, Seller will send Buyer a Warranty Deed for review and approval prior to recording the deed in Buyer’s name on the Property.

Electronic signatures: Buyer should check that all information in the package is correct. If it is not, Buyer should contact Lishanna Emmert at (910) 994-8334 to correct the information. Buyer follows the onscreen instructions for electronic signatures and initials, then clicks done when finished. Questions about completing the electronic signature forms can go to (910) 994-8334.

The Contract For the Sale and Purchase of Real Estate: This agreement outlines the terms and conditions of sale that Buyer and Seller mutually agree upon. The main highlights of this contract are the purchase price, financing terms, receipt of the down payment, and our guarantee in writing.

The Promissory Note: Buyer promises to pay each month on time the specified monthly payment. There are no prepayment penalties. The monthly payment is a floor, and we recommend paying as much as you can afford, even $30 more each month makes a big difference towards paying down your note as fast as possible. If Buyer does not pay on time, Buyer will be charged a fee. If Buyer continues to not pay on time, Buyer will accrue more fees and risk losing the property. If Buyer makes no payments, we will send a certified letter giving 30 days to make payment before we terminate the contract and re-sell the land. If Buyer calls or e-mails us and lets us know what is going on, we will work with Buyer. Good communication is crucial.

Payments: Payments are due roughly 30 days from the contract date and we will email Buyer an invoice for the payment. The invoice will include a link to pay with a credit card. If Buyer is late making payments, Buyer will be charged extra fees. If Buyer sells the property, Buyer still has to pay us the balance due. Buyer has to reimburse us for taxes on the property (or we can bill Buyer monthly, Buyer lets us know which is preferred).

The Land Contract: If Buyer does not make payments, we will give 30 days notice and then have the right to take back the property without going to court. Do not dump environmentally hazardous waste on the property.

All of these documents say the same thing. Make your minimum monthly payments on time each month. Failure to do so leads to legal action, which will affect your credit rating. If you do not want your property anymore, contact us and we can work something out. We would rather work with you than have to send certified letters giving you 30 days to make payment in full.

We will eventually need your Social Security Number for tax purposes. We prefer to get this information over the phone for your security.

This is not intended to be legal advice. You should contact your attorney regarding any of the legal documents.