REAL ESTATE ONLINE AUCTION 15.8+ Acres at Hwy 90 & Van Road, Houston, TX Bidding Ends June 17, 2014 TERMS AND CONDITIONS OF AUCTION United Country-Jones Swenson Auction Marketing, Inc. (referred to herein as “Auctioneer”) has a contract with Parsons Services Co. (“Seller”) to offer for sale at public auction the 15.8+ Acre Tract of Land at Hwy 90 and Van Road, Houston, TX. The property will sell to the high bidder at or above an opening bid of $8,995.00. A. Property 1) The Property is selling subject to, and any Contract is not contingent upon, any state of facts an accurate survey or personal inspection of the Property may reveal, any existing rights-of-way, easements, or claims to easements, encroachments, rights or claims of parties in possession, restrictive and protective covenants, flood zones, zoning, or subdivision regulations, building codes, health and safety codes, governmental agencies regulations, environmental conditions, hazardous materials, leases or tenancies, any mineral rights, reservations or leases, and subject also to all title exceptions as set forth in the Title Commitment that is available for inspection. 2) Maps and depictions included in the marketing material for the auction are for illustration purposes only and neither Seller, nor Auctioneer warrants or guarantees any of these materials or other information to be accurate or complete. 3) Seller reserves all of the Mineral Estate owned by Seller.” Mineral Estate” means all oil, gas, and other minerals in or under the Property, any royalty under any existing or future lease covering any part of the Property, surface rights (including rights of ingress and egress), production and drilling rights, lease payments, and all related benefits. B. Property Inspection 1) It is the Buyer’s sole responsibility to: a) perform all inspections (legal, environmental, economic or otherwise) of the Property and to be satisfied as to its condition prior to bidding; b) review all property information and due diligence materials; c) independently verify any information they deem important including information available in public records; and d) inquire of public officials as to the applicability of and compliance with land use and environmental laws, zoning, building and health & safety codes and ordinances and any other local, state or federal laws and regulations. 2) All information contained in promotional materials, including, but not limited to, photographs, directions, acreage, square footage, dimensions, zoning, maps used for promotion, environmental conditions, taxes, etc., was provided by or on behalf of the Seller and is believed to be correct; however, neither the Seller nor the Auctioneer makes any promise, representation, guarantee, or warranty as to the accuracy or completeness of such information. There is no obligation on the part of Seller or Auctioneer to update any information. Buyer and Buyer’s broker shall be responsible for verifying all acreage and square footage amounts through public records. C. Buyer’s Premium There will be a Ten Percent (10%) Buyer’s Premium added to the winning bid price to arrive at the total contract price to be paid by the Buyer. D. Bidder Registration and Terms of Sale 1) Bidders must first contact the Auctioneer, W. Scott Swenson at (800)460-2078 before they will be allowed to register online via Proxibid.com. All bidders will be approved by the auctioneer. The winning bidder will have 24 hours from the close of the auction to deliver to the Auctioneer a signed Auction Sales Contract (provided by the Seller) and remit 10% of the total contract price as a non-refundable down payment. Upon being declared the successful confirmed bidder at the end of bidding, the Buyer will be contacted by the Auctioneer at the telephone number provided at registration. Down Payment will be made payable to the title company by wire transfer or delivery of a cashier’s check within 24 hours after the close of the auction. IN THE EVENT BUYER FAILS TO ABIDE BY THE TERMS AND CONDITIONS SET FORTH HEREIN OR IN THE RESPECTIVE AUCTION REAL ESTATE SALES CONTRACT EXECUTED IN CONJUNCTION WITH THIS SALE, BUYER ACKNOWLEDGES HE OR SHE SHALL FORFEIT ALL MONIES DEPOSITED WITH TITLE COMPANY. 2) The fully executed Real Estate Auction Sales Contract shall control all terms and conditions of the sale and constitute the entire agreement between the Buyer and the Seller. In the event of any conflict between these Terms and Conditions of Sale and the Terms and Conditions of such Real Estate Auction Sales Contract; the Terms and Conditions of the Real Estate Auction Sales Contract shall prevail. NO CHANGES TO THE TERMS AND CONDITIONS OF THE SALES CONTRACT WILL BE PERMITTED. BUYER WILL BE REQUIRED TO ENTER INTO THE SALES CONTRACT “AS IS” ON AUCTION DATE. 3) Any person bidding on behalf of another person or entity must have a valid, legally enforceable, unexpired, recordable Power of Attorney approved by Auctioneer prior to the auction. If a Buyer is bidding on behalf of a corporation, the bidder shall be individually bound until the bidder presents a corporate resolution prior to closing. 4) If for any reason the Buyer fails or refuses to deposit the required funds or to execute the Sales Contract within 24 hours after bidding has ended, the Seller reserves the right to declare the bidder’s rights forfeited and may re-sell the Property. 5) THIS IS CASH SALE. No purchase is contingent on the Buyer obtaining financing. E. Survey. If the Buyer requires a new survey, it will be at Buyer’s option and expense. Should the final survey show a greater or lesser number of acres than contained in the Seller’s Deed, the auction price will not be adjusted. F. Closing Cost Seller’s Costs. At Closing, Seller shall pay any taxes due on the property as well as preparation of the deed, title insurance policy and overnight courier fees on behalf of the seller. Buyer’s Costs. At Closing, Buyer shall pay for all remaining closing costs including the fees for, recording costs of the deed, overnight courier fees on behalf of the Buyer, Escrow Agent’s closing fees and all additional sale or closing fees. G. Closing Closing will be scheduled on or before August 1, 2014. The Down Payment shall be in U.S. Funds and shall be held in a non-interest bearing account by the Title Company pending completion of necessary closing procedures, after which the Buyer shall be granted possession of the Property subject to any matters contained in the Title Commitment and the Auction Real Estate Sales Contract. H. Auction Procedures The Seller and Auctioneer reserve the right to offer the Property in any manner they choose. All decisions of Auctioneer are final as to the methods for conducting the Auction and bidding, disputes amongst bidders, the increments of the bidding, and all other matters and issues that may arise before, during, and after the Auction. I. Licensed Buyer Broker Guidelines Upon the Closing of the transaction contemplated herein, Auctioneer shall be paid a commission pursuant to a separate written agreement between Auctioneer and Seller. If a Buyer’s Broker is properly registered with the Auctioneer according to the Buyer Broker Guidelines, then at Closing, the Buyer’s Broker shall be paid a commission of two percent (2%) of the high bid amount as shown on the Auction Real Estate Sales Contract. If for any reason whatsoever (including the default of any party hereto), the Closing hereunder does not occur, then no commission shall be due and payable to Buyer’s Broker. To qualify for a commission, the buyer’s broker must register the prospect, using the Buyer Broker Registration Form provided by the Auctioneer. There will be no exceptions to the guidelines and no oral registrations will be accepted. The registration letter must be received at least 24 hours prior to the end of the auction and before the bidder has placed a bid. A complete file on all prospects will be maintained. No broker will be recognized on a prospect who has previously contacted or been contacted by the Seller or Auctioneer. There will be no exceptions to this procedure and no oral registrations will be accepted. No broker will be recognized that is participating as a principal, buyer or partner in the purchase. J. Disclaimer 1) Personal on-site inspection of the property is recommended and bidders are advised to independently verify all information they deem important. Inspection is by appointment. This Property is being sold “As-Is, Where-Is” and with “All Faults”. The Seller and Auctioneer have not made, do not make and will not make, and hereby disclaim, any representation or warranty, whether expressed or implied or statutory, whether oral or written, with respect to the Property, including, without limitation, any warranty as to its value, condition, acreage, square footage, suitability, merchantability, marketability, operability, zoning or subdivision regulations, mineral rights, wind rights, environmental condition, fence lines or property lines or fitness for a particular use or purpose. No Guarantees are given as to the availability of utilities or accesses, or the permitted or allowable uses of the Property. 2) Neither the Seller, its attorneys, any broker, nor the Auctioneer, shall be liable for any relief including damages, rescission, reformation, allowance or adjustments based on the failure of the Property, including, but not limited to, amount of acreage, square footage, zoning, and environmental condition to conform to any specific standard or expectation, or any third party documents or information. K. Auctioneers Agency Disclosure The Auctioneer is acting exclusively as the agent for Seller in this transaction and is to be paid a fee by Seller pursuant to a separate written agreement between Seller and Auctioneer. The Auctioneer is not acting as agent in this transaction for the buyer. Any third party broker is not a subagent of Auctioneer. L. Equal Opportunity Clause All bidding is open to the public. The Property is available to qualified Buyers without regard to a prospective Buyer’s race, color, national origin, religion, sex, familial status, or physical handicap. M. Miscellaneous 1) This auction is a privately conducted event. Auctioneer reserves the right to deny any person approval to bid in the Auction. 2) Back-up Bidders may submit a back-up bid form on the Property and will be contacted if the sale of the Property is not closed. 3) The Property is subject to sale prior to the beginning of the online auction. In the event the Property is sold prior to beginning of the online auction, notice will be posted on the Auctioneer’s webpage www.JonesSwenson.com and all parties that have made contact with the Auctioneer will be contacted via email or phone. 4) The Seller reserves the right to announce additional Terms and Conditions of the sale prior to or during the course of the Auction. 5) Auctioneer is licensed by the Texas Department of Licensing and Regulation (512)463-3129. W. Scott Swenson Texas Auctioneer #7809. Texas Broker #425652 AUCTIONEER IS A SELLING AGENT ONLY AND MAKES NO REPRESENTATIONS CONCERNING THE PROPERTY WHATSOEVER. W. Scott Swenson, CAI, GPPA, TX 7809 TX Broker #0425652 Dallas Office: (972)387-1110 Austin Office: (512)261-3838 www.jonesswenson.com Proud Members of the Texas & National Auctioneer Associations