BANKRUPTCY SALE. Subject to Bankruptcy Court Approval. 715 W. Fort Macon Road, Atlantic Beach, NC. Additional Information at

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1 BANKRUPTCY SALE Subject to Bankruptcy Court Approval Beach Resort or Condo Development Opportunity Within Existing Beach Resort Complex 715 W. Fort Macon Road, Atlantic Beach, NC IMMEDIATE ACTION REQUIRED OFFERS CURRENTLY BEING CONSIDERED Information Memorandum Additional Information at Keen-Summit Capital Partners LLC Direct: Main: law, is made as to the accuracy, reliability, or completeness of this information. This material is submitted subject to BankruptcyCourt approval.

2 DISCLAIMER Peppertree-Atlantic Beach Association ( Debtor ) is a debtor in a bankruptcy proceeding before the United States Bankruptcy Court for the Eastern District of North Carolina, Case No ( Bankruptcy Court ). Debtor has retained Keen-Summit Capital Partners ( Keen ), as its exclusive real estate broker for the sale (the Transaction ) of 3 developable lots in the Peppertree Atlantic Beach Resort, located at 715 W. Fort Macon Road, Atlantic Beach, Carteret County, North Carolina (the Property ). The Transaction is By receiving this Information Memorandum and/or participating in the sale process and/or contacting the Debtor and/or Keen, you agree to the following terms and conditions. If you do not agree to these terms and conditions, immediately return this Information Memorandum to Keen and do not participate in the sale. In connection with your request for information ( Information ) related to the Property and your interest in consummating a Transaction, the Debtor hereby agrees to disclose information to you ( Prospect ) and to engage in conversations and negotiations with you, subject to the understandings, terms and conditions set forth below. 1. The Property is being offered individually or in bulk, AS-IS, WHERE-IS, with ALL FAULTS. 2. The Information Memorandum has been prepared for informational purposes only and has been prepared from materials supplied by the Debtor to Keen, local municipalities and other sources deemed reliable. 3. Although the Debtor and Keen will endeavor for the Information Memorandum to contain data known to them, which they believe to be relevant for the purpose of Prospect s investigation, Prospect understands and agrees that, except pursuant to the definitive purchase agreement to be entered into between the Debtor and Prospect in connection with a Transaction (a Transaction Agreement ), neither the Debtor, Keen or any of their respective officers, directors, employees, affiliates, agents, advisors or representatives (collectively Representatives ): a) have made or make and expressly disclaim making any written or oral statements, representations, warranties, promises or guarantees, whether express or implied or by operation of law or otherwise, with respect to the Property or with respect to the accuracy, reliability or completeness of the Information Memorandum, b) to the fullest extent permitted by law, shall have any liability whatsoever to Prospect or any of Prospect s representatives on any basis (including, without limitation, in contract, tort, under federal, foreign or state securities laws or otherwise) as a result of, relating or pertaining to, or resulting or arising from Prospect s or Prospect s representatives reliance on the Information Memorandum, or Prospect s or Prospect s representatives use or non-use of the Information Memorandum, for any alleged acts or omissions of the Debtor, Keen or any of their respective Representatives, or any errors or omissions in the Information Memorandum; and c) will be under any duty or obligation (express or implied) to update, supplement, revise or correct any information disclosed under this Agreement, regardless of the circumstances. 4. Prospect agrees and acknowledges that the Debtor and/or Keen, individually and collectively, have not made any representations or warranties except as expressly set forth in a Transaction Agreement. Prospect has relied only on the representations and warranties expressly set forth in the Transaction Agreement. 2

3 DISCLAIMER CONTINUED 5. Prospect agrees that no contract or agreement providing for any Transaction shall be deemed to exist between Prospect and the Debtor unless and until Prospect and the Debtor execute and deliver a Transaction Agreement, and Prospect hereby waives, in advance, any claims (including, without limitation, breach of contract) in connection with any Transaction unless and until Prospect and the Debtor shall have executed and delivered a Transaction Agreement. Prospect also agrees that unless and until Prospect and the Debtor shall have executed and delivered a Transaction Agreement, neither Prospect nor the Debtor will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this document except for the matters specifically agreed to herein. 6. This Disclaimer shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to conflict of law principles (that might dictate the application of the laws of another jurisdiction). 7. Prospect warrants and represents that it is a principal acting on its own behalf, and not as a broker, finder or agent acting on another s behalf. Prospect acknowledges that it will not look to the Debtor and/or Keen and their respective Representatives for the payment of any fee or commission. The Debtor is compensating Keen pursuant to a separate agreement, which was approved by the Bankruptcy Court. In addition, Prospect agrees to be responsible for the payment of any fee, commission or other compensation payable to any broker, finder or agent who alleges it has dealt with or through Prospect. Prospect hereby agrees to indemnify, defend and hold the Debtor and Keen and their respective Representatives harmless from and against any and all claims, damages, losses and liabilities, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any claim or claims by any broker, finder or similar agent for commissions, fees or other compensation who allege that they have dealt with the Debtor and/or Keen in connection with the Property. Prospect understands that the Debtor and Keen and their respective Representatives have not agreed to pay any brokerage commissions, finder s fee or other compensation in connection with Prospect s possible purchase. If Prospect is working with a broker or finder other than Keen, Prospect agrees that Prospect shall be responsible for the payment of any fees, if any, to such broker or finder. 8. It is understood that Keen will arrange for appropriate contacts for due diligence purposes. All: a) communications regarding a possible Transaction, b) requests for additional information, c) requests for Property inspections, d) discussions regarding making an offer for the Property, and/or e) requests for information on how to submit a bid or qualify to participate in the auction, must be submitted or directed exclusively to Keen. Neither Prospect nor Prospect s representatives will initiate or cause to be initiated any communication with any employee or representative of the Debtor or of the Property concerning the Information Memorandum or a Transaction. 9. Prospect agrees that any and all issues, disputes, claims or causes of action which relate or pertain to, or result or arise from, the marketing and/or sale of the Property, the distribution by the Debtor or by Keen of this Information Memorandum or any other information, and/or the alleged acts or omissions of the Debtor and/or Keen ( Claims ), shall be settled by the Bankruptcy Court. Prospect agrees that the Bankruptcy Court has and shall retain exclusive jurisdiction to hear and determine all Claims. 3

4 Development Opportunity & Amenities OVERVIEW Address: Property Description: Land: Utilities: Property Id: Location: Peppertree Atlantic Beach, 715 W. Fort Macon Road, Atlantic Beach, NC Extraordinary opportunity for development of condominiums or resort property within pre-existing footprint Adjacent to Festiva s Atlantic Beach Resort, with access to resort amenities outlined below Direct beach access to private ocean beach Total estimated value of all amenities and infrastructure is $2.9MM 2 adjacent parcels totaling approximately 4.4 acres Electric Provider: Duke Energy Sewer Provider: Community System Water Provider: Atlantic Beach (2.06 acres) (2.34 acres) Atlantic Beach is one of five communities located on the barrier island bordered by the Atlantic Ocean and Bogue Sound. The subject property is located on the Atlantic Ocean side of the island, less than a mile from the Atlantic Beach Bridge and access to the mainland. There is direct beach access via a boardwalk located near the southern border of the resort. Zoning: Mixed Use High Intensity (MHI) 2017 Real Estate Taxes (Total for All 3 Parcels): $5, RESORT AMENITIES SHARED WITH FESTIVA S ATLANTIC BEACH RESORT Peppertree-Atlantic Beach Association has rights, through easement agreements, for the use of the many resort amenities located at the Festiva Resort. Included in the easement agreements are roadway and beach access, utility and water treatment plants. Indoor pool (45,OOO Gallon) 2 Outdoor pools (67,000 Gallon and 50,000 Gallon) Children pool Spa Tub Picnic area Gazebo Pavilion Fitness facilities 9 Hole Miniature Golf Volleyball Court Basketball Court 2 Outdoor tennis courts Playground Shuffleboard Horseshoe Pit Barbecue grill(s) Laundry Rooms Security Free Wi-Fi Free wired high-speed Internet Source: Carteret County, NC Tax Assessor 4

5 DEVELOPMENT PHOTOGRAPHY 5

6 DEVELOPMENT PHOTOGRAPHY Existing buildings in Phases 2 and 3 6

7 AERIAL / TAX MAP Boardwalk Beach Access Buildings condemned and subsequently demolished in 2016 Source: Carteret County, NC GIS 7

8 PLAT MAP 8

9 Zoning Specifics Mixed Use High Intensity (MHI) Link to Unified Development Ordinance Town of Atlantic Beach, North Carolina Source: Planning and Zoning Town of Atlantic Beach, NC 9

10 Area Highlights Atlantic Beach is situated on a beautiful barrier island bordered by the Atlantic Ocean and Bogue Sound. The abundance of public beaches, attractions and access to recreation creates the opportunity for relaxation and outdoor activity for visitors and residence. Parks & Recreation: Area facilities provide access to marina, fishing, charters, camping, watersports (including jet ski rentals, kayak rentals, paddleboard rentals, parasail), mini golf, splash pad, skate park, volleyball and biking. Fort Macon State Park NC Aquarium at Pine Knoll Shores Beaufort Historic Site Cape Lookout National Seashore North Carolina Maritime Museum Rachel Carson Reserve Core Sound Waterfowl Museum & Heritage Center Kayak Paddle Trails Nature Trail Guide Beach Access at Circle Regional Beach, Tom Doe Memorial Beach, The Les and Sally Moore Public Beach and Fort Macon State Park Eat & Shop Atlantic Beach offers a variety of dining options from classic American diners serving comfort food to upscale restaurants with seafood. Local shopping offer everything from bicycles, surfboards, and beachwear to wines, spices, antiques, handcrafted jewelry, and luxury brands. Source: 10

11 STREET MAP Source: Google Maps 11

12 AERIAL MAP Source: Google Maps 12

13 ALL INQUIRIES FOR ADDITIONAL INFORMATION SHOULD BE DIRECTED TO: Keen-Summit Capital Partners LLC 1340 Environ Way, 3rd Floor Chapel Hill, NC or Robert Tramantano Director Direct Harold Bordwin Principal and Managing Director Direct Matthew Bordwin Principal and Managing Director Direct Heather Milazzo Vice President Direct 13