Purchase Agreement, dated as of May 18, 2020 between Haverty Furniture Companies, Inc. (Seller), and HF Coppel TX Landlord, LLC, HF Lakeland FL Landlord, LLC and HF Colonial Heights VA Landlord, LLC (each a Buyer and collectively, the Buyers)

(i)

evidence of the insurance coverage required to be carried under the related Lease;

(j)

any transfer tax forms that are required to be signed by a seller of real property in the jurisdiction in which the Property is located duly executed by Seller;

(k)

An executed counterpart of the joint closing settlement statement prepared by the Title Company and approved by the parties (the “Settlement Statement”); and

(l)

such other affidavits, documents and certificates as may be customarily and reasonably required by the Title Company in order to effectuate the transaction contemplated hereby, including, without limitation, a gap indemnity, if required by the Title Company.

(a)

the Lease and the MOL for such Property duly executed by such Buyer; and

(b)

An executed counterpart of the Settlement Statement;

(c)

An executed counterpart of the Landlord’s Waiver and Consent in the form attached as Exhibit E to the Lease; and

(d)

such other affidavits, documents and certificates as may be customarily and reasonably required by the Title Company in order to effectuate the transaction contemplated hereby, including, without limitation, a gap indemnity, if required by the Title Company.

(a)

Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of Maryland and has all requisite power and authority to enter into, and perform its obligations under, this Agreement, the Leases, and any other documents contemplated by this Agreement, including, without limitation, conveying and leasing back the Properties.  The execution and delivery of this Agreement and the Leases, and the consummation of the transactions contemplated hereby and thereby (i) have been duly authorized by all necessary corporate action on the part of Seller, (ii) do not require any governmental or other consent, exemption or authorization, or any notice to, or filing with, any governmental authority or any other person and (iii) do not and will not result in the contravention of Seller’s organizational documents or a breach of any material agreement, indenture, judgment, order or other instrument to which Seller is a party or is otherwise bound.  This Agreement and the Leases constitute the legal, valid and binding obligations of Seller, enforceable against it in accordance with its terms.

(b)

Seller has not assigned, pledged or transferred any Property, and no other person or other entity has any right or option to acquire any Property.  Seller is in possession of each Property, Seller has not leased or subleased all or any part of any Property to any person or entity and no other person or entity has any right of possession in or to any Property.

(c)

Seller has not received written notice of any actual, pending or threatened suits, actions, arbitrations, claims or proceedings, at law or in equity, affecting any Property.  Seller has not received written notice alleging the existence of any violation of any rule, regulation, ordinance, law or similar matter that applies to any Property, or to the use or operation of any Property, and Seller has no actual knowledge that any such violation exists.

(d)

Seller has received no written notice, and does not otherwise have any actual knowledge, of any threatened condemnation or taking with respect to any Property or any part thereof.  Seller has no actual knowledge of any casualty with respect to any Property that has not been repaired.  Each Property has been unconditionally accepted by Seller and a certificate of occupancy or other required documentation for the operation of the Property has been obtained and is in full force and effect.

(e)

Seller has not dealt with or engaged any broker in connection with the transactions contemplated by this Agreement.

(f)

Neither Seller, nor, to Seller’s knowledge, any previous owner or operator of any Property, has made, released, treated, generated, stored or disposed of any Hazardous Substances at such Property, except in Seller’s ordinary course of business of operating a furniture distribution center and in accordance with all applicable Environmental Laws.  Seller has no actual knowledge of any violation or alleged violation of any applicable Environmental Laws with respect to any Property.  “Hazardous Substances” shall mean any hazardous or toxic chemical, waste, byproduct, pollutant, contaminant, compound, product or substance, including, without limitation, asbestos, polychlorinated biphenyls, petroleum (including crude oil or any fraction or by-product thereof), underground storage tanks, and any material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling of which is prohibited, controlled or regulated by any applicable Environmental Law.  “Environmental Law” shall mean any federal, state, regional, county or local governmental statute, law, regulation, ordinance, order or code or any consent decree, judgment, permit, license, code, covenant, deed restriction, common law, or other requirement presently in effect or hereafter created, issued or adopted, pertaining to protection of the environment, health or safety of persons, natural resources, conservation, wildlife, waste management, and pollution (including, without limitation, regulation of releases and disposals to air, land, water and ground water), including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Solid and Hazardous Waste Amendments of 1984, 42 U.S.C. 6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. 1251 et seq., Clean Air Act of 1966, as amended, 42 U.S.C. 7401 et seq., Toxic Substances Control Act of 1976, 15 U.S.C. 2601 et seq., Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. 11001 et seq., National Environmental Policy Act of 1975, 42 U.S.C. 300(f) et seq., and all amendments as well as any similar state or local statute or code and replacements of any of the same and rules, regulations, guidance documents and publications promulgated thereunder.

(g)

Seller has not received any written notice or claim, and does not otherwise have any actual knowledge of, any violation of any Permitted Encumbrance applicable to any Property or any encroachment of any part of any Property onto any adjacent property or roadway or any applicable easement.

(h)

All financial statements delivered to STEF with respect to Seller were prepared in accordance with generally accepted accounting principles consistently applied through the periods covered thereby and fairly present the financial condition of Seller as of the dates thereof and its results of operations for the periods covered thereby, subject to normal year end audit adjustments in the case of any interim unaudited financial statements.

(a)

Such Buyer is duly organized and in good standing under the laws of the State of Delaware and has the legal capacity to enter into, and perform its obligations under, this Agreement and any other documents contemplated by this Agreement, including, without limitation, acquiring and leasing the Property to be acquired by such Buyer.

(b)

The execution and delivery of this Agreement and the related Lease by such Buyer and the consummation of the transactions contemplated hereby by it (i) have been duly authorized by all necessary action on the part of such Buyer, (ii) do not require any governmental or other consent and (iii) will not result in the breach of any agreement, indenture or other instrument to which such Buyer is a party or is otherwise bound.  This Agreement and the Lease to which such Buyer is a party constitute the legal, valid and binding obligations of such Buyer, enforceable against it in accordance with its terms.