DESCRIPTION OF PROPERTY Parcel 10

Comments Continued:

DESCRIPTION OF PROPERTY Parcel 10

[TO BE INSERTED.]

NP DRAFT – 6/3/2021

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) made and entered into this ____ day of May, 2021, by and between the County of Lexington South Carolina (“Seller”) and Kennedy Innovation Complex LLC, 4500 12^th Street Extension, West Columbia, South Carolina 29172 (“Buyer”).

WHEREAS, Seller and Buyer desire to enter into an agreement whereby Buyer is to purchase the property hereinafter described upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS that for and in consideration of the mutual promises hereinafter set forth and other valuable consideration, Seller and Buyer agree as follows:

1. SALE/PURCHASE. Seller shall sell and Buyer shall purchase all of Seller’s right, title and interest in and to the following real property: [describe spec building land] Lexington, South Carolina 290___, more particularly described in Exhibit “A” attached hereto. Additionally, Seller shall sell and Buyer shall purchase all of Seller’s right, title and interest in and to all improvements attached thereto including, but not limited to the Lexington County Spec Building and related improvements. This purchase and sale is “As Is Where Is”.

The foregoing real property being sold shall be referred to collectively hereinafter as the

“Premises”.

2. PURCHASE PRICE/PAYMENT. After application and deduction of all forgivable

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full execution of this Agreement, Buyer shall escrow with Nexsen Pruet LLC (“Escrow Agent”) the sum of Ten Thousand and no/100 Dollars ($10,000.00) as an escrow deposit to be credited against the Purchase Price. Notwithstanding anything to the contrary, the terms and provisions of this Agreement are and shall be subject at all times to the terms and provisions of that certain First Amendment to the Amended and Restated Fee Agreement dated June ____, 2021 by and between Buyer et al and Seller.

3. For a period commencing on the date first written above and continuing for twenty (20) days after Seller has obtained all required approvals for the purchase and sale of the Premises (the “Inspection Period”), Buyer shall be entitled to conduct such investigations of the Premises as it deems necessary and advisable to include title, survey, wetlands and environmental. If Buyer discovers a materially adverse matter involving title, survey, wetlands and/or environmental during such Inspection Period, Buyer may elect to close or terminate this Agreement. If Buyer terminates, Escrow Agent shall return to Buyer the deposit referenced in Paragraph 2 above.

4. CLOSING/REQUIREMENTS. The closing shall take place as follows:

(a) Where/When:

(i) Location: Offices of Nexsen Pruet, 1230 Main Street, Suite 700, Columbia, South Carolina 29201;

(ii) Date: As soon as possible, but no later than twenty (20) days after (a) the Seller has obtained all required approvals; or (b) the end of the Inspection Period, whichever comes later; and

(iii) Time: At 10:00 a.m. or such other time as mutually agreed.

(b) Possession: Sole possession of the Premises will be given at closing or unless otherwise agreed in writing.

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(c) Delivery of Deed: At closing, the Seller shall deliver to Buyer a Limited Warranty Deed, to the Premises in exchange for the consideration specified in Paragraph 2 hereinabove from Buyer.

(d) Seller shall be responsible, at its sole cost and expense, for obtaining a plat of survey, in form and content acceptable to Buyer, of the Premises and obtaining all required approvals for the recordation thereof.

5. CONDITIONS OF TITLE. At the closing, the Premises shall be conveyed with good and marketable fee simple title, free and clear from all liens and encumbrances.

Notwithstanding the foregoing, Buyer acknowledges that Seller will retain an access easement for pedestrian and vehicular ingress and egress over and across the Premises, for the benefit of property adjacent to the Premises and retained by Buyer, the form of which will be mutually agreeable to the Parties. Additionally, Seller acknowledges that Seller will grant Buyer an easement to drain surface water runoff from the Premises across, through, in, and under the stormwater retention/detention facilities located on Seller’s property adjacent to the Premises.

6. WARRANTIES OF SELLER. The Seller warrants to Buyer the following:

(a) Seller has full power and authority to enter into this Agreement and to convey the Premises in accordance with the terms hereof.

(b) Condition of Premises: “As Is”.

7. EXPENSES. Expenses of the transaction shall be borne as follows:

(a) Pro rata expenses: All property taxes, if any, for the calendar year in which

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(b) Other expenses: Each party shall pay for its own attorney’s fees. Buyer shall bear all costs and expenses of the closing and recordation of the transfer documents except for the cost of preparing a deed, which cost will be borne by Seller.

8. DEFAULT. The remedies of the parties in the event of default are as follows:

(a) Buyer’s default: In the event of default by Buyer under the terms of this Agreement, Seller shall be entitled to pursue any other remedy available at law or in equity.

(b) Seller’s default: In the event of default by Seller, Buyer may pursue any remedy available at law or in equity except as otherwise provided herein in the event of a title defect.

9. RISK OF LOSS. The risk of loss to the Premises shall be borne by Seller from the date hereof to the date of closing.

10. BROKERAGE FEES. Seller and Buyer represents that neither has and shall not incur any brokerage or similar real estate commission or other commission with respect to the transaction which is the subject of this Agreement for which the other party may be responsible.

11. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the signatories hereto, their respective heirs, executors, administrators, successors and assigns.

12. MODIFICATIONS. This Agreement shall not be amended or terminated by agreement unless made in writing signed by Buyer and Seller.

13. NOTICES. Any notice required from one party to the other under this Agreement shall be sufficient if mailed to the party concerned by certified mail, return receipt requested, at the following address:

(1) Seller:

Lexington, South Carolina

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(2) Buyer:

4500 12^th Street Extension

West Columbia, South Carolina 29172 Attn: Lou Wood Kennedy

14. SURVIVAL. The terms and provisions of this Agreement shall survive the closing described in Paragraph 4 above.

15. ASSIGNMENT. All rights hereunder shall be freely assignable by Buyer and if assigned by it any and all acts performed by it hereunder may be performed by his assigns.

(SIGNATURE PAGE TO FOLLOW)

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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the day and year first above written.

SELLER:

County of Lexington, South Carolina By:

Name:

Its:

BUYER:

Kennedy Innovation Complex LLC, a South Carolina limited liability company By:

Name: Lou Wood Kennedy Its: Manager

By:

Name: William P. Kennedy Its: Manager

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EXHIBIT A

ORDINANCE 21-09

AN ORDINANCE AUTHORIZING AND APPROVING: (1) THE EXECUTION AND DELIVERY OF (A) AN AMENDMENT TO AN EXISTING FEE IN LIEU OF TAX AND INCENTIVE AGREEMENT (THE “EXISTING FILOT AGREEMENT”) BETWEEN LEXINGTON COUNTY, SOUTH CAROLINA (THE “COUNTY”) AND NEPHRON SC, INC., A COMPANY PREVIOUSLY IDENTIFIED AS PROJECT RBI (COLLECTIVELY, THE “COMPANY”), AND/OR (B) ONE OR MORE PURCHASE AND SALE AGREEMENTS, INSTRUMENTS, AND/OR OTHER DOCUMENTS, TO, COLLECTIVELY, PROVIDE FOR: (I) THE CONVEYANCE AND/OR SALE OF THE LEXINGTON COUNTY SPEC BUILDING LOCATED IN THE SAXE GOTHA SOUTH PARK (THE “SPEC BUILDING”) AND THE LAND UPON WHICH SUCH IMPROVEMENTS ARE LOCATED (THE “SPEC BUILDING SITE”) TO THE COMPANY; (II) THE ADDITION OF THE SPEC BUILDING SITE TO THE PROJECT SITE UNDER THE EXISTING FILOT AGREEMENT; (III) THE INCLUSION OF THE SPEC BUILDING AND THE SPEC BUILDING SITE IN A MULTI-COUNTY BUSINESS OR INDUSTRIAL PARK; AND (IV) A 3-YEAR EXTENSION TO THE ALLOWABLE INVESTMENT PERIOD SET FORTH IN THE EXISTING FILOT AGREEMENT; AND (2) OTHER MATTERS RELATED THERETO

WHEREAS, to induce companies to locate in the State of South Carolina (the “State”) and to encourage companies now located in the State to expand their investments and thus make use of and employ workers and other resources of the State, Lexington County, South Carolina (the “County”) is authorized by the Code of Laws of South Carolina 1976, as amended (the

“Code”) and particularly Title 12, Chapter 44 thereof (the “Fee Act”), to enter into fee agreements with companies meeting the requirements of the Fee Act which identifies certain property of such companies as economic development property, and the County is further authorized by Title 4, Chapter 1 of the Code (the “Multi-County Park Act” or, as to Sections 4-1-175 of the Multi-County Park Act and, by incorporation, Section 4-29-68 of the Code, the

“Special Source Act”) and Article VIII, Section 13 of the Constitution of the State to designate properties as part of a multi-county industrial or business park (a “Multi-County Park”) and to use all or a portion of the payments-in-lieu-of-taxes resulting from such designation to pay, or reimburse such companies for paying, through the provision to such companies of special source revenue credits, the cost of infrastructure serving a project and of improved or unimproved real estate and personal property, including machinery and equipment, used in the operation of a manufacturing or commercial enterprise (“Special Source Improvements”), all of which enhances the economic development of the County;

WHEREAS, pursuant to an Ordinance duly enacted by the County Council on June 23, 2020, and in order to induce Nephron SC, Inc., a corporation organized and existing under the laws of the State of South Carolina and previously identified as Project RBI, acting for itself, any affiliates and any other project sponsors (collectively, the “Company”), to continue to make, or cause to be made, new investment through the establishment and/or expansion of facilities located in the County (the “Project”), the County entered into that certain Amended and Restated Fee in Lieu of Tax and Incentive Agreement, dated as of June 23, 2020, with the Company (the

“Amended and Restated Fee Agreement”) whereby the County will, under certain circumstances, accept certain negotiated payments-in-lieu-of-taxes with respect to the Project and further agreed to provide the Company and the Project with the benefits of certain special source revenue credits, to include and maintain the Project in a Multi-County Park, and to convey certain real property to the Company;

WHEREAS, in consideration of the Company’s commitment to further invest, or cause further investment, in the Project and create additional employment, or cause additional employment, at the Project in the County, the County desires to enter into (A) a First Amendment to Amended and Restated Fee in Lieu of Tax and Incentive Agreement (the “First Amendment”) with the Company in connection with the Project, which, amongst other things, (i) extends the allowable “investment period” such that such extended investment period shall end on the last day of the thirteenth property tax year following the “commencement date” as permitted by, and as such terms are defined in, Section 12-44-30 of the Fee Act, and (ii) agrees to the conveyance of the Lexington County Spec Building and related real property improvements located in the Saxe Gotha South Park (the “County Spec Building”) and certain land upon which the County Spec Building is located, both presently owned by the County, to Kennedy Innovation Complex LLC (“Kennedy Innovation Complex”), an Affiliate (as defined in the Amended and Restated Fee Agreement) of the Company (the “Additional Real Property”) and (B) a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Kennedy Innovation Complex to effect the aforementioned conveyance of the Additional Real Property, all as set forth in greater detail, and subject to the provisions set forth, in the First Amendment and the Purchase and Sale Agreement, as the case may be;

WHEREAS, the County Council of the County (the “County Council”) has caused to be prepared and presented to the County Council the form of each of the First Amendment and the Purchase and Sale Agreement, which the County proposes to execute and deliver;

WHEREAS, as further inducement to the Company, and consistent with the County’s prior actions with respect to the remainder of the Project Site, the County will utilize an existing Multi-County Park established by that certain Agreement for Development of Joint County Industrial Park dated December 11, 1995 between the County and Calhoun County, South Carolina, as amended (the “Multi-County Park Agreement”), to include the Additional Real Property therein under the provisions of Article VIII, Section 13 of the Constitution of the State of South Carolina, and the Multi-County Park Act;

WHEREAS, it appears that each of the First Amendment and the Purchase and Sale Agreement and the additional documents referred to therein, and attached thereto, which are before this meeting are in appropriate form and are appropriate instruments to be executed and delivered by the County for the purposes intended.

provisions and conditions of each of the First Amendment and the Purchase and Sale Agreement are hereby incorporated herein by reference as if the First Amendment and the Purchase and Sale Agreement were set out in this Ordinance in their entirety. The Chair of County Council and the Clerk to County Council be and they are hereby authorized, empowered and directed to execute, acknowledge and deliver each of the First Amendment and the Purchase and Sale Agreement, and the other documents referred to therein, or attached thereto, to the Company or Kennedy Innovation Complex, as applicable.

Section 2. Each of the First Amendment and the Purchase and Sale Agreement is to be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall be not be materially adverse to the County or the Company and as shall be approved by the officials of the County executing the same, upon advice of counsel, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the forms of the First Amendment and the Purchase and Sale Agreement now before this meeting.

Section 3. The Chair of County Council and the County Administrator, for and on behalf of the County, are hereby each authorized and directed to do any and all things necessary to effect the execution and delivery of each of the First Amendment and the Purchase and Sale Agreement and the other documents referred to therein, or attached thereto, including without limitation a limited warranty deed, and the performance of all obligations of the County under and pursuant to the First Amendment and the Purchase and Sale Agreement and the other documents referred to therein, or attached thereto, and to carry out the transactions contemplated thereby and by this Ordinance.

Section 4. With the appropriate consent of Calhoun County, the Additional Real Property shall be added to the Multi-County Industrial and Business Park established by the Multi-County Park Agreement.

Section 5. The consummation of all transactions contemplated by each of the First Amendment and the Purchase Sale Agreement is hereby approved.

Section 6. This Ordinance shall be construed and interpreted in accordance with the laws of the State of South Carolina.

Section 7. The provisions of this Ordinance are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared by a court of competent jurisdiction to be invalid or unenforceable, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions hereunder.

Section 8. All orders, resolutions, ordinances and parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed and this Ordinance shall take effect and be in full force from and after its passage and approval.

[End of Ordinance]

DONE, RATIFIED AND ENACTED this ___ day of ________, 2021.

LEXINGTON COUNTY, SOUTH CAROLINA

________________________________________

{SEAL} M. Todd Cullum

Chair of Lexington County Council ATTEST:

By:__________________________________

Brittany M. Shumpert

Clerk to Lexington County Council

First Reading: May 18, 2021 Second Reading: June 8, 2021 Public Hearing: June 8, 2021 Third Reading: __________, 2021

DRAFT 6/4/2021

FIRST AMENDMENT TO AMENDED AND RESTATED

FEE IN LIEU OF TAX AND INCENTIVE AGREEMENT

by and between

LEXINGTON COUNTY, SOUTH CAROLINA

and

NEPHRON SC, INC.

Dated as of ___________, 2021

This First Amendment pertains to that certain Amended and Restated Fee in Lieu of Tax and Incentive Agreement, dated as of June 23, 2020, between Lexington County, South Carolina and Nephron SC, Inc.

FIRST AMENDMENT TO AMENDED AND RESTATED FEE IN LIEU OF TAX AND INCENTIVE AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED FEE IN LIEU OF TAX AND INCENTIVE AGREEMENT (the “First Amendment”), dated as of ___________, 2021 (the

“Effective Date”), by and between LEXINGTON COUNTY, SOUTH CAROLINA, a body politic and corporate and a political subdivision of the State of South Carolina (the “County”), and NEPHRON SC, INC., a corporation organized and existing under the laws of the State of South Carolina, acting for itself, any affiliates and any other project sponsors (collectively, the

“Company”) (Each of the County and the Company, a “Party, and collectively, the “Parties”.) W I T N E S S E T H:

WHEREAS, to induce companies to locate in the State of South Carolina (the “State”) and to encourage companies now located in the State to expand their investments and thus make use of and employ workers and other resources of the State, the County is authorized by the Code of Laws of South Carolina 1976, as amended (the “Code”) and particularly Title 12, Chapter 44 thereof (the “Fee Act”), to enter into fee agreements with companies meeting the requirements of the Fee Act which identifies certain property of such companies as economic development property, and the County is further authorized by Title 4, Chapter 1 of the Code (the “Multi-County Park Act” or, as to Sections 4-1-175 of the Multi-County Park Act and, by incorporation, Section 4-29-68 of the Code, the “Special Source Act”) and Article VIII, Section 13 of the Constitution of the State to designate properties as part of a multi-county industrial or business park (a “Multi-County Park”) and to use all or a portion of the payments-in-lieu-of-taxes resulting from such designation to pay, or reimburse such companies for paying, through the provision to such companies of special source revenue credits, the cost of infrastructure serving a project and of improved or unimproved real estate and personal property, including machinery and equipment, used in the operation of a manufacturing or commercial enterprise (“Special Source Improvements”), all of which enhances the economic development of the County; and

WHEREAS, pursuant to an Ordinance duly enacted by the County Council of the County (the “County Council”) on June 23, 2020, and in order to induce the Company to continue to make, or cause to be made, new investment through the establishment and/or expansion of facilities located in the County (the “Project”), the County entered into that certain Amended and Restated Fee in Lieu of Tax and Incentive Agreement, dated as of June 23, 2020, with the Company (the

WHEREAS, the County Council authorized the modifications to the Amended and Restated Fee Agreement referenced above and set forth in this First Amendment, and authorized the execution and delivery of this First Amendment, pursuant to Ordinance No. 21-09 duly enacted

In document AGENDA LEXINGTON COUNTY COUNCIL COMMITTEE MEETINGS JUNE 8, 2021 (Page 105-141)