fask 9, by Map 30-78 ST ITEC IVE STURN TO aa COMM 19813 JUDICIAL DRI ‘AIRFAX, VA. 22030 LR 980015270 UAE STAFFORD COUNTY CIRCUIT COURT RESTRICTIVE COVENANT AGREEMENT This RESTRICTIVE COVENANT AGREEMENT is made this_//”* day of August, 1998, by AUSTIN 610 ASSOCIATES, LP., a Virginia limited partnershipAustin 610"), for the benefit of WAWA, INC., a New Jersey corporation (‘Wawa"),egninst the following background: ¥also known of record as Austin 610 Associates, a'Virginia Linited partnership BACKGROUND A. Austin 610 owns a certain tract or parcel of land situated in the Rockhill District of Stafford County, Virginia, containing approximately 60.313 acres, being the same property conveyed unto Austin|610 by Deed dated January 29, 1985, and recorded in Deed Book 473, Page 774 among the land records of Stafford County, Virginia (the “Entire Parcel). B. _Contemporaneously herewith, Wawa is purchasing fom Austin 610 a portion of the Entire Parcel comprising approximately 2.442 acres pursuant to a Deed dated the date hereof and intended to be recorded in the land records of Stafford County, Virginia, which property is more fully shown as Parce! “1” on that certain plat entitled “Plat of Subdivision, Austin Park, Parcel 1” (‘Subdivisicn Plat”) dated June 8, 1998 prepared by Reid, Bagby & Caldwell, P.C., which Subdivision Plat is recorded at Plat Book 32, Page 51-53, in the land records of Stafford County, Virginia (the “Wawa Parcel”). C. Austin 610 will retain the balance of the Entire Parcel (the “Retained Parcel”), which Retained Parcel Austin 610 intends to develop for commercial and retail use, In connection with the by Austin 610 to Wawa of the Wawa Parcel, Austin 610 hereby agrees to restrict the Retained Parcel in the manner set forth below. NOW “ORE, in consideration of $1.00 and other good and valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, Austin 610 hereby agrees that no portion of the Retained Parcel shall be used for a “convenience food store” (as defined below) or for the sale of gasoline or other motor fuels without the express written consent of the pwner of the Wawa Parcel, The term “convenience food store” as used herein shall mean any convenience food store or market, including, but not limited to, those of the type operated by: Wawa; Sheetz; Race Trac; High’s; East Coast; Royal Farms; Southland (7- 11); Fas Mart; or Staryin Marvin, provided that this restriction shall expire and be of no further effect if Wawa, or Wawa’s successors and assigns, fail to operate on the Wawa Parcel a convenience food store or market for a period of one (1) year, unless such failure is due toa major renovation of the Wawa Parcel or any casualty or other act of God, in which event the foregoing restrictive cpvenant shall continue in full force and effect, but the restriction shall expire if Wawa, or Wawa’s successors and assigns, fails to operate on the Wawa Parcel a convenience food store or market within five (5) years following any such casualty or other act of God (Odocs08420700113.nd0093 oe‘The restrictions herein created shall run with the Retained Parcel and shall inure to the benefit of the Wawa Parcel and shall be binding upon the heirs, administrators, executors, successors and assigns of the respective parties hereto, IN WITNESS WHEREOF, Austin 610 has hereunto executed this Restrictive Covenant ‘Agreement the day and year first above written, AUSTIN 610 ASSOCIATES, LP. witness: (Aarlitts bh c By: Abe ie ti Lbnteh bone le general partner COMMONWEALTH OF VIRGINIA COUNTY OF rf Thereby certify that on this_/_day of August, 1998, before me, a Notary Public in the State and county aforesaid, personally appeared Donald D. Wilkes, and that he, being authorized to do so, executed the foregoing instrument on behalf of the partnership, for the purposes therein contained, 28S. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. ‘Notary Public 2c My Commission Expires:_3* 34 - 3#0/ COMMONWEALTH OF VIRGINIA, COUNTY OF STAFFORD TO-WIT: IN THE OFFICE OF THE CLERK OF THE CIRCUIT COURT FOR THE COUNTY OF STAFFORD, THE \3 _DAY OF AAAS, 19. VT THE FOREGOING BEEB ACCA NET WAS PRESENTED AND WITH THE CERTIFICATE ANNEXED ADMITTED TO RECORD AT//. 5/ <\.AND INDEXED AFTER PAYMENT OF SO __YAX IMPOSED Y 58.1-800., ET, SEQ. TESTE: THOMAS MONCURE, JR., CLERK CAYO Farts We,