AGREEMENT OF SALE
THIS AGREEMENT OF SALE dated July ____, 2013, is made by and between
The New Maurice J. Moyer Academy, Inc.
and/or assigns, (“Buyer”) and
The Reinvestment Fund
1. PROPERTY. Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and pay for, the real property (“Property”)consisting of two Tax Parcel Numbers, being approximately1.75 acres, and the buildings erected thereon, known as:A. 610 East 17
Street, Wilmington, DE Tax Parcel No. 26-029.40-028.B. 611 East 17
Street, Wilmington, DE Tax Parcel No. 26-029.40-027.2. PURCHASE PRICE. Buyer shall pay Two Million One Hundred ThousandDollars ($2,100,000.00) for the Property, payable as follows: Two Hundred Fifty Thousand Dollars($250,000.00) on signing of this Agreement(“Initial Deposit”), said sum to be forwarded by Buyer to Rhodundaand Williams, LLC, (“Escrow Agent”), to be held by Escrow Agent and delivered and disbursed at settlement or sooner in accordance with the provisions of this Agreement. Purchaser shall pay a Second Deposit of TwoHundred Fifty Thousand Dollars ($250,000.00) (“Additional Deposit”) shall be forwarded to the Escrow Agentwithin three business days after the end of Due Diligence.The balance of the Purchase Price, less the Initial and Additional deposits, One Million Six Hundred ThousandDollars ($1,600,000.00) and shall be paid at the time of settlement. If Seller gives notice to Buyer at least five(5) banking days prior to settlement, the balance of the Purchase Price or the net proceeds of sale payable toSeller, or both, shall be paid by wire transfer or by cashier’s or certified check as specified by Seller.3. MORTGAGE CONTINGENCY. There is no Financing Contingency.4. SETTLEMENT. Settlement shall be held in New Castle County, Delaware, within Thirty (30) business daysfollowing the end of the Due Diligence period, or within 10 days following Seller’s obtaining title to theProperty via the foreclosure process, whichever is later in time.5. POSSESSION AND INSPECTION. Possession of the Property shall be delivered by Seller to Buyer atsettlement, by delivery of all keys in Seller’s possession or under Seller’s control. If Buyer wishes to make a pre-settlement inspection of the Property, it is Buyer’s responsibility to arrange for and make such inspection.Seller is responsible for insuring that utilities are on so that systems can be inspected. Seller will permit Buyer to have access to the Property within 48 hours prior to settlement for purposes of such inspection.6. TRANSFER TAXES; PRO-RATED. Applicable transfer taxes shall be paid one half by Buyer and one-half by Seller. Taxes, water, sewer and any other lienable charges imposed by the State of Delaware, any politicalsubdivision thereof, any school district or any neighborhood association and any condominium commonexpenses shall be apportioned pro-rata 2 at the time of settlement, as shall rents and prepaid operating expensesif the Property is sold subject to a lease.7. TITLE. Title to the Property is to be conveyed by deed of special warranty and is to be good, marketable, feesimple absolute title of record, free and clear of all liens and encumbrances of record and free and clear of zoning and governmental subdivision violations, but subject to all existing easements and restrictions of record.If Seller is unable to give a good and marketable title meeting the foregoing requirements, such as will beinsured at regular rates by a title insurer duly authorized to transact insurance in Delaware, Buyer shall have theoption of taking such title as Seller can give, without reduction of the Purchase Price, or of being repaid alldeposit money, and this Agreement shall be null and void. Seller may use the purchase price payable to Seller atsettlement to discharge liens and encumbrances of record in fixed and ascertainable amounts.