Assets of Real Estate Business

Sale of assets of Headwaters at Banner Elk, LLC which includes:

1. the real property listed on Exhibit A attached hereto;
2. all structures, buildings, or improvements located on the land identified on Exhibit A:
3. all furniture, furnishings, fixtures, equipment and other items of personal property located in and on the structures and buildings located on the land identified on Exhibit A:
4. all easement rights of any kind, rights-of-way, appurtenances, passages, water rights, waste disposal rights, drainage rights, rights to density, vested rights in zoning, land use and development, impact fees, entitlements and permits of every nature and kind, and other rights, liberties and privileges thereon or in any way now or hereafter appertaining, if any, related to and benefiting the land identified on Exhibit A; and
5. Special Declarant Rights, if any, and other assignable general intangible rights, if any, pertaining to the ownership and/or operation of the real property listed on Exhibit A.