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OFFERING MEMORANDUM | LAND

SOUTH CAROLINA | PORT ROYAL

FOR SALE JANUARY 1, 2017 **For illustrative purposes only. Refer to survey for exact property outline

FOR ADDITIONAL INFORMATION:

MARTIN MOORE, CCIM, SIOR Senior Vice PresidentAdvisory & Transaction ServicesT +1 803 744 6842 martin.moore@cbre.com

BEN BRANTLEY, SIORVice PresidentAdvisory & Transaction ServicesT+1 803 744 6855ben.brantley@cbre.com

CBRE1333 Main St, Ste 210Columbia, SC 29201+1 803 779 7777www.cbre.com/portroyal

Affiliated Business Disclosure

CBRE, Inc. operates within a global family of companies with many subsidiaries and/or related entities (each an “Affiliate”) engaging in a broad range of commercial real estate businesses including, but not limited to, broker-age services, property and facilities management, valuation, investment fund management and development. At times different Affiliates may represent various clients with competing interests in the same transaction. For example, this Memorandum may be received by our Affiliates, including CBRE Investors, Inc. or Trammell Crow Company. Those, or other, Affiliates may express an interest in the property described in this Memorandum (“Property”) may submit an offer to purchase the Property and may be the successful bidder for the Property. You hereby acknowledge that possibility and agree that neither CBRE, Inc. nor any involved Affiliate will have any obligation to disclose to you the involvement of any Affiliate in the sale or purchase of the Property. In all instances, however, CBRE, Inc. will act in the best interest of the client(s) it represents in the transaction described in this Memorandum and will not act in concert with or otherwise conduct its business in a way that benefits any Affiliate to the detriment of any other offeror or prospective offeror, but rather will conduct its business in a man-ner consistent with the law and any fiduciary duties owed to the client(s) it represents in the transaction described in this Memorandum. The State of South Carolina will review all offers.

Disclaimer

This Memorandum contains selected information pertaining to the Property and does not purport to be a rep-resentation of the state of affairs of the Property or the owner of the Property (the “Owner”), to be all-inclusive or to contain all or part of the information which prospective investors may require to evaluate a purchase of real property. All financial projections and information are provided for general reference purposes only and are based on assumptions relating to the general economy, market conditions, competition and other factors beyond the control of the Owner and CBRE, Inc. Therefore, all projections, assumptions and other information provided and made herein are subject to material variation. All references to acreages, square footages, and other measurements are approximations. Additional information and an opportunity to inspect the Property will be made available to interested and qualified prospective purchasers. In this Memorandum, certain documents, including leases and other materials, are described in summary form. These summaries do not purport to be complete nor necessarily accurate descriptions of the full agreements referenced. Interested parties are expected to review all such summaries and other documents of whatever nature independently and not rely on the con-tents of this Memorandum in any manner. Neither the Owner or CBRE, Inc, nor any of their respective directors, officers, Affiliates or representatives make any representation or warranty, expressed or implied, as to the accuracy or completeness of this Memorandum or any of its contents, and no legal commitment or obligation shall arise by reason of your receipt of this Memo-randum or use of its contents; and you are to rely solely on your investigations and inspections of the Property in evaluating a possible purchase of the real property.

The Owner expressly reserves the right, at its sole discretion, to reject any or all expressions of interest or offers to purchase the Property, and/or to terminate discussions with any entity at any time with or without notice which may arise as a result of review of this Memorandum. The Owner shall have no legal commitment or obligation to any entity reviewing this Memorandum or making an offer to purchase the Property unless and until written agreement(s) for the purchase of the Property have been fully executed, delivered and approved by the Owner and any conditions to the Owner’s obligations therein have been satisfied or waived.

© 2016 CBRE, Inc. The information contained in this document has been obtained from sources believed reli-able. While CBRE, Inc. does not doubt its accuracy, CBRE, Inc. has not verified it and makes no guarantee, war-ranty or representation about it. It is your responsibility to independently confirm its accuracy and completeness. Any projections, opinions, assumptions or estimates used are for example only and do not represent the current or future performance of the Property. The value of this transaction to you depends on tax and other factors which should be evaluated by your tax, financial and legal advisors. You and your advisors should conduct a careful, independent investigation of the Property to determine to your satisfaction the suitability of the Property for your needs.

TABLE OF CONTENTS

TIMELINE 01

PROPERTY SUMMARY 02

PROPOSED DEVELOPMENT 03

BEAUFORT DEMOGRAPHICS 04

AERIALS 05

OFFER INSTRUCTIONS 06

TIMELINE

January 1, 2017

April 3, 2017**

May 18, 2017** August 1, 2017**

July 2, 2017**

**On or about the date provided*Except as stipulated by the Contract for Purchase and Sale of Real Property

March 31, 2017

March 16, 2017

Auction Begins

Winning Offer Awarded

Best & Final Offers Dueat Midnight

(Auction Closes)

Initial Qualifying Offers Must be Submitted

Earnest Money Becomes non-refundable* Close Date

Due Diligence Period Ends

PROPERTY SUMMARYPORT ROYALCBRE is pleased to offer for sale The Port at Port Royal, a ±317-acre tract situated in the peninsular Town of Port Royal, South Carolina. This tract is comprised of ±317acres with ±51.6 acres of high ground and ±266 acres of marsh.

The Port Royal Development Tract encompasses roughly one mile of scenic waterfront along the junction of Battery Creek and the Beaufort River near Hilton Head, South Carolina.

Located between the port cities of Savannah and Charleston, and minutes from I-95, the Beaufort regions offer a business-friendly climate with natural beauty, and an incomparable quality of life.

This waterfront property is in a relatively undeveloped part of coastal South Carolina. The property has an approved pre-development plan and is currently permitted for a 250 slip marina. The property must be sold at a price that is equal to, or greater than, eighty percent of the appraised value. Prospective purchasers will have an opportunity to acquire the property through an auction with initial qualifying offers due March 16, 2017 and final offers due no later than midnight on March 31, 2017. Award will be made to the highest qualified bidder and will include a ninety (90) day due diligence period as set forth in the Contract for Purchase and Sale of Real Property.

• Appraised Value: $6,950,000

• Minimum Bid: $5,560,000

• ±317 acre tract with ±51.6 acres of high ground and ±266 acres of marsh

• Located between the port cities of Savannah and Charleston

• ±27 miles from I-95

• Three miles of deepwater and marsh frontage

• ±3 miles to the prestigious Secession Golf Club

• Zoned for a high-density planned unit development and commercial hotel

• Approved pre-development plan and permitted for a 250 slip marina

• Approximately one mile of scenic waterfront

Disclosure to Potential Bidders and All Interested Parties: Seller hereby discloses and makes no representations or warranties regarding the pendency, claims, material facts, or eventual outcome of any allegations, requests for relief, or legal or administrative proceedings related directly or indirectly to the case of Pender Brothers, LLC, et al. vs. South Carolina Ports Authority and Town of Port Royal, Docket No.: 2015-CP-07-02884. The case, allegations, and/or request for relief involve claims about title to five (5) contested portions of parcels of land included in this listing that have been brought by landowners that own adjoining property along the former railway right-of-way from milepost 467 in Beaufort, South Carolina to milepost 468.31 in Port Royal, South Carolina. All bids and/or offers hereunder are subject to an acknowledgement that the above action has been adequately disclosed, bidder is responsible for its own due diligence, the property is purchased “as is,” Seller is released from all liability, and all claims by any buyer against the Seller related to the contested parcels are forever waived.

CONCEPTUAL MASTER PLAN

DEVELOPMENT ZONES MAP

BEAUFORT DEMOGRAPHICSBEAFORT, SC (29902) 1 MILE 3 MILES 5 MILES

2021 Population 5,319 23,171 46,536

2016 Population 5,110 21,912 44,029

2010 Population 4,918 20,585 41,348

Percentage Pop. Change 2010 to 2016 3.90% 6.50% 6.50%

Percentage Pop. Change 2016 to 2021 4.10% 5.80% 5.70%

HOUSEHOLDS

2021 Households 2,384 10,527 18,191

2016 Households 2,233 9,747 16,762

2010 Households 2,019 8,720 14,934

Percentage HH Change: 2010 to 2016 10.60% 11.80% 12.20%

Percentage HH Change: 2016 to 2021 6.80% 8.00% 8.50%

2016 EMPLOYMENT 1 MILE 3 MILES 5 MILES

Total Employment Population 2,213 9,904 17,997

Blue Collar 508 (23%) 2,242 (22.6%) 4,058 (22.5%)

White Collar 1,239 (56%) 5,758 (58.1%) 9,954 (55.3%)

Service & Farm 467 (21.1%) 1,904 (19.2%) 3,985 (22.1%)

AERIAL

NEARBY CITIES AERIAL

OFFER INSTRUCTIONSPursuant to Proviso 93.32 of the 2016-2017 South Carolina General Appropriations Act and Section 54-3-700 of the South Carolina Code of Laws, the South Carolina Department of Administration (Admin) will sell the Port of Port Royal property through a public auction process.

Admin was required to obtain a new appraisal for the property. That appraisal has been received and may be viewed here.

As of January 1, 2017, the property is listed for sale at public auction. The auction will be open for 90 days and will close at midnight March 31, 2017. The property must be sold at a price that is equal to or greater than 80 percent of the appraised value.

For additional information on the property, please visit www.cbre.com/portroyal.

PLEASE SEND OFFERS TO:CBRE, INCAttention: Stephen Brown1333 Main St, Ste 210Columbia, SC 29201

• January 1, 2017: Auction period begins for the Sale of Port Royal

• Initial qualifying offer period is open for 75 days

• March 16, 2017: Must submit initial qualifing offer by midnight

• In order to be considered for the purchase of Port Royal you must submit your initial qualifying offer by this day

• Shortly thereafter, you will be contacted in regard to the status of your qualifying offer

• 15 day period to submit your best and final qualifying offer begins on March 17, 2017

• March 31, 2017: Auction period ends at Midnight

• Must submit best and final qualifying offer by this day

• *April 3, 2017: Highest Qualifying Offer Awarded (90 Day Due Diligence)

• 45 Day Refundable inspection period

• *May 18, 2017: Earnest Money becomes non-refundable

• 45 Day Non-Refundable Inspection period

• Except as stipulated in the Contract for Purchase and Sale of Real Property

• *July 2, 2017: 30 day closing period

• *August 1, 2017: Close Date

• If the highest qualifying offer does not close, then the second highest qualifying offer will be awarded the sale. Admin will continue this process until it has exhausted all qualifying bidders

• To be considered a Qualifying Offer means:

• Qualifying offer is equal to or greater than 80% of the appraised value ($5,560,000)

• Offer is submitted on the State’s Contract for Purchase and Sale of Real Property

• The contract can be found at the end of this document

• Provide proof of the ability to perform

• Must be provided on or before offer date of March 16, 2017

• If you would like to schedule a visit to view the property once the auction opens on January 1, 2017 please contact:

• Ben Brantley:

• ben.brantley@cbre.com

• Martin Moore:

• martin.moore@cbre.com

*On or about the date provided

FOR ADDITIONAL INFORMATION:

MARTIN MOORE, CCIM, SIOR Senior Vice PresidentAdvisory & Transaction ServicesT +1 803 744 6842martin.moore@cbre.com

BEN BRANTLEY, SIORVice PresidentAdvisory & Transaction ServicesT+1 803 744 6855ben.brantley@cbre.com

CBRE1333 Main St, Ste 210Columbia, SC 29201+1 803 779 7777www.cbre.com/portroyal

SOUTH CAROLINA | PORT ROYAL

Page 1 of 9 Port of Port Royal [______] BUYER [______] SELLER INITIALS

CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY: PORT OF PORT ROYAL

THIS CONTRACT FOR PURCHASE AND SALE OF REAL PROPERTY (the “Contract”) is made and entered into by and between the State of South Carolina, by and through the Department of Administration, Division of General Services ( the “Seller”), and between (the “Buyer”). The effective date of this Contract shall be the latest date of a party’s execution of this Contract (“Effective Date”).

STATEMENT OF PURPOSE Seller proposes to convey by quitclaim deed that certain tract or tracts of land and related improvements located in Beaufort County, South Carolina, as more particularly described below. Buyer desires to acquire from Seller the Property, as hereafter defined, upon the terms and conditions contained in this Contract. Seller is willing to sell and convey the Property, as hereafter defined, pursuant to the terms and conditions of this Contract. NOW, THEREFORE, subject to the terms and conditions of this Contract, and in consideration of the premises and the respective agreements hereinafter set forth, Seller and Buyer agree as follows: 1. Description of Property. The property now owned by the Seller which is the subject of this Contract is as follows: All that certain pieces, parcels or lots of land, being approximately 51.6 acres of highland and approximately 265.91 acres of marshlands, with all improvements thereon, located in the Town of Port Royal, County of Beaufort, State of South Carolina, subject to the requirements of the Development Agreement with the Town of Port Royal, South Carolina recorded in the Beaufort County Register of Deeds on February 22, 2013 at book 3217, Pages 631-1534 (“Development Agreement”) and the requirements of the Planned Unit Development & Regulating Plan (“PUD”), and being further described as set forth in “Exhibit A” attached hereto and specifically incorporated herein by reference. The real property described hereinabove includes all improvements and fixtures placed, constructed or installed on the land (“Improvements”), and the real property and Improvements shall collectively be called the "Property". 2. Purchase Price. The purchase price (the “Purchase Price”) to be paid by Buyer for the Property shall be and No/100 Dollars ($ ). The Purchase Price shall be payable in certified U.S. funds as follows:

a. A good faith earnest money deposit and partial down payment of three (3) percent of the Purchase Price (the “Deposit”), which must be made payable to and received by the Seller to be held in escrow as set forth in section 12 of this Contract within three (3) business days of the Effective Date, will be applied to the Purchase Price at Closing.

Page 2 of 9 Port of Port Royal [______] BUYER [______] SELLER INITIALS

b. The balance of the Purchase Price shall be payable by wire transfer at Closing,

subject to price adjustments and prorations as hereinafter provided. 3. Survey. Buyer may cause a current or updated boundary and physical survey of the Property (the “Survey”) to be prepared by a registered land surveyor acceptable to Buyer in accordance with such standards and requirements as Buyer shall reasonably request. A description of the Property contained in the deed required by Paragraph 4 of this Contract shall be prepared from the Survey should Buyer elect to obtain said Survey. 4. Title to the Property. At the Closing, Seller shall deliver to Buyer a quitclaim deed in form and content reasonably satisfactory to Buyer’s counsel, conveying to Buyer its interest in the Property , and subject to all rights-of-way, easements, restrictions of record and all other matters affecting title whether of record or not, including but not limited to the aforementioned Development Agreement and PUD, and to any and all governmental laws and ordinances applicable to the Property. The Buyer shall provide to Seller in writing the name in which the deed shall be prepared at least ten (10) days prior to the Closing. 5. Inspections. Buyer shall have ninety (90) days from the Effective Date to undertake any inspections, market studies and other studies related to the Property (the “Inspection Period”) desired by Buyer. Seller agrees to provide Buyer and its agents, employees and representatives full access to the Property and to cooperate with Buyer in connection with such inspections. Buyer shall indemnify and hold the Seller harmless from any damage to the extent caused by the Buyer, its agents, contractors or invitees. Buyer will repair any damages caused by it or its agents, contractors or invitees to said Property. Property is

being sold in “As-is” condition. Buyer shall have the right to terminate this Contract during the first forty-five (45) days of the Inspection Period for any reason whatsoever. If Buyer elects to terminate the Contract during the first forty-five (45) days of the Inspection Period as provided herein, Seller shall return to Buyer the Deposit. Buyer shall thereafter have the right to terminate this Contract during the last forty-five (45) days of the Inspection Period for identified latent or material defects to the Property that negatively impact the ability of Buyer to obtain financing and/or title insurance, and if termination is elected for such latent or material defect, Seller shall return to Buyer the Deposit. If Buyer elects to terminate the Contract during the last forty-five (45) days of the Inspection Period under any other conditions other than those specified and as provided herein, Buyer shall forfeit the Deposit and Seller shall retain the Deposit. Said Deposit shall become non-refundable at the expiration of the Inspection Period.

6. Closing Date. The closing of the sale and purchase of the Property (the

“Closing”) shall take place on or before thirty (30) days after the expiration of the Inspection

Period, time being of the essence. The date of the Closing shall be referred to herein as the

“Closing Date.”

7. Closing Costs. Seller shall pay for the preparation of the Deed. Buyer shall be responsible for all closing costs, transfer taxes associated with the transaction, deed stamps, recording and documentary fees, and any instruments to be recorded under the terms of this Contract with respect to the Property, as well as title examination fees and the title insurance

Page 3 of 9 Port of Port Royal [______] BUYER [______] SELLER INITIALS

premiums. Except as otherwise provided herein, each party shall bear its own expense or expenses, including its own attorneys' fees. 8. Settlement Adjustments. Unless otherwise specified in this Contract, all income, expenses and costs related to the Property shall be prorated as of the day the Closing actually occurs (“Closing Date”) as follows: a. Buyer shall pay all ad valorem property taxes respecting the Property for that portion of the calendar year from and after the Closing Date. b. If there are meters on the Property measuring the consumption of water, gas or electric current, Seller shall, not more than one (1) day prior to the Closing Date, use its good faith efforts to cause such meters (for utilities for which Seller, and not tenants, are responsible) to be read, and shall pay promptly all utility bills for which Seller is liable upon receipt of a statement therefor. Buyer shall be liable for and shall pay all utility bills for services rendered after such meter readings and after the Closing Date. 9. Brokerage Commission.

a. Seller and Buyer mutually acknowledge that they have dealt with the State’s broker in this transaction, and Buyer acknowledges it has been provided all necessary agency disclosure forms.

b. Buyer acknowledges that, to the extent applicable, any and all fees due to

Buyer’s broker are the sole responsibility of Buyer and will not reduce the agreed upon Purchase Price.

10. Eminent Domain. If, prior to the Closing Date, all or any material part of the Property is taken by eminent domain or if condemnation proceedings are commenced, Buyer shall have the option, by giving written notice to Seller, to terminate this Contract and receive an immediate refund of the full amount of the Deposit. If Buyer does not so elect to terminate this Contract, the Contract shall remain in full force and effect, and Seller shall assign, transfer and set over to Buyer at the Closing all of Seller’s right, title and interest in and to any awards that may be made for such taking. 11. Closing Documents. a. At Closing, the Seller shall deliver to Buyer (or Closing Attorney, as hereafter defined in Section 18 of this Contract, if any): i. a duly executed and acknowledged quitclaim deed in

recordable form conveying the Property reasonably satisfactory to Buyer; and ii. such other documents and papers which may be necessary

to the consummation of the transaction described in this Contract as may be reasonably requested by Buyer or Buyer’s counsel.

Page 4 of 9 Port of Port Royal [______] BUYER [______] SELLER INITIALS

b. At Closing, Buyer shall deliver to Seller:

i. the cash portion of the Purchase Price as determined pursuant to Section 2 above; and

ii. such other documents and papers which may be necessary

to the consummation of the transaction described in this Contract or as may be reasonably requested by Seller or Seller’s counsel.

12. Escrow of Deposit. The Deposit shall be held in escrow (the “Escrow”) by Seller

subject to the terms and provisions of this Contract. At Closing, in accordance with the terms of

this Contract, the full amount of the Deposit shall be retained by Seller as a portion of the

Purchase Price. 13. Assignment. This Contract shall not be assigned by Seller. This Contract shall be freely assignable to an affiliate of Buyer without the consent of Seller. Any other assignment of this Contract by Buyer shall be subject to the consent of the Seller.

14. Default and Remedies. a. In the event Seller defaults or fails to perform any of the conditions or obligations of Seller under this Contract or in the event any of the representations contained herein are not true and correct as of the date hereof and as of the Closing Date, Buyer, as its sole remedies, shall have the right to enforce an action in equity for specific performance or terminate this Contract (and receive a full refund of the Deposit) by giving written notice to Seller.

b. In the event of a default or breach thereof by Buyer of any of the covenants or conditions or obligations of Buyer under this Contract, Seller’s remedy shall be to give written notice thereof to Buyer and to retain the Deposit as full liquidated damages, actual damages being difficult if not impossible to ascertain and the parties having made a bona fide effort to estimate Seller’s damages, and Seller retains the right to enforce this Contract according to law. 15. Entry. Buyer shall have the right to enter upon the Property at reasonable times without Seller’s prior consent after the date of this Contract for any purpose including but not limited to site planning, surveying and environmental inspections. At Closing, Seller shall provide Buyer with keys and alarm system codes (if applicable) for the Property. Buyer shall indemnify and hold the Seller harmless from any damage to the extent caused by the Buyer, its agents, contractors or invitees. Buyer will repair any damages caused by it or its agents, contractors or invitees to said Property. 16. The parties agree and understand this Contract is subject to and contingent upon all requisite approvals pursuant to South Carolina Code of Laws §1-11-65 and §54-3-700, Proviso 93.32 of the 2016-2017 South Carolina General Appropriations Act, and the Iran Divestment Act. In the event the Seller shall be unable to convey title reasonably satisfactory to

Page 5 of 9 Port of Port Royal [______] BUYER [______] SELLER INITIALS

Buyer in accordance with the terms of this Contract, the Seller will not be required to bring any action or proceeding or otherwise to incur any expense to render the title satisfactory. The sole obligation of the Seller shall be to cancel this Contract in which event the Deposit shall be returned to the Buyer. 17. Miscellaneous. a. Notices. Any notice required or permitted to be given under this Contract shall be in writing and shall be deemed to have been given when (i) deposited in Federal Express (or any other national “next day” delivery service) or (ii) in the United States mail via registered or certified mail, postage prepaid, return receipt requested or (iii) when sent via electronic mail to the party’s address specified in this Contract if sent during normal business hours on a Business Day (or on the next Business Day if sent via electronic mail after the close of normal business hours or on a non-Business Day) and hard copy sent via either option (i) or (ii) as provided herein the same day, and addressed as follows: SELLER: State of South Carolina c/o Department of Administration 1200 Senate Street, Suite 460 Columbia, SC 29201 Attention: Real Property Services Email: Ashlie.Lancaster@admin.sc.gov cc: David.Avant@admin.sc.gov BUYER:

Attention:

Email: Either party may, from time to time, by notice as herein provided, designate a different address to which notice to it shall be sent. b. Applicable Law. This Contract shall be governed by and construed in accordance with the laws of the State of South Carolina. c. Entire Agreement. This Contract and the Exhibit(s) hereto contains the entire understanding and agreement by and between the parties and all prior or contemporaneous oral or written agreements or instruments are merged herein, and no amendment to this Contract shall be effective unless the same is in writing and signed by the parties hereto. d. Binding Effect. This Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Page 6 of 9 Port of Port Royal [______] BUYER [______] SELLER INITIALS

e. Saturdays, Sundays, Holidays. If any date called for under this Contract falls on a Saturday, Sunday or legal holiday observed by national banks in Columbia, South Carolina (“non-Business Day”), such date shall be extended to the next day not falling on a Saturday, Sunday or legal holiday observed by national banks in Columbia, South Carolina (“Business Day”). f. Captions and Headings. The captions and headings throughout this Contract are for convenience and reference only, and the words contained therein shall in no way be held to define or add to the interpretation, construction or meaning of any provision of this Contract. g. No Offer. The parties agree that the submission of this Contract for review or execution by one party to the other does not constitute an offer to sell or purchase the Property, and that this Contract shall not be valid, binding or enforceable until duly and fully executed by all parties hereto.

h. Authority. All signatories to this Contract have the full power and

authority to enter into this Contract.

i. The execution, delivery and performance of this Contract will not result in

the breach of or constitute a default under the provisions of any agreement to which the Buyer or

Seller is a party, or by which it or its property is bound or affected.

j. Any prior agreement between the parties or that their respective affiliates

with respect subject to the subject matter hereof shall be of no further force and effect, and to the

extent of any such prior agreements this Contract shall be deemed a novation, good and

sufficient consideration of which is acknowledged by all respected affiliates.

k. This Contract may be executed in counterparts, all of which together shall

comprise one and the same instrument.

l. This Contract cannot be altered, amended, changed or modified in any

respect or particular unless each such alteration, amendment, change or modification shall have

been agreed to by each of the parties hereto and reduced to writing in its entirety and signed and

delivered by each party.

m. Time is of the essence in all provisions of this Contract.

18. Closing Attorney. Seller is not required to provide an attorney to Buyer for this

transaction. However, in the event Buyer chooses to retain a closing attorney, (“Closing

Attorney”) Buyer will identify the Closing Attorney to Seller in writing at least ten (10) days

prior to the Closing. The Buyer and Seller acknowledge that there may exist a potential conflict

of interest in the representation of both Buyer and Seller by the Closing Attorney, in closing this

transaction if the Seller is not represented by independent counsel. In such event, both Buyer

and Seller agree to allow the Closing Attorney to close the within transaction, and to sign a

Conflict of Interest Disclosure.

SIGNATURES ON SEPARATE PAGES

Page 7 of 9 Port of Port Royal [______] BUYER [______] SELLER INITIALS

IN WITNESS WHEREOF, the undersigned has duly executed this Contract this _____

day of _________________________, 20___.

WITNESSES: BUYER:

By: (Witness 1 signature) Print Name: (Witness 2 signature) Title:

Page 8 of 9 Port of Port Royal [______] BUYER [______] SELLER INITIALS

IN WITNESS WHEREOF, the undersigned has duly executed this Contract this _____

day of _________________________, 20___.

WITNESSES: SELLER:

STATE OF SOUTH CAROLINA

BY AND THROUGH THE

DEPARTMENT OF ADMINISTRATION,

DIVISION OF GENERAL SERVICES

By: Real Property Services

(Witness 1 signature) By:

Its:

(Witness 2 signature)

Page 9 of 9 Port of Port Royal [______] BUYER [______] SELLER INITIALS