UC-Strategic Client Services, LLC, broker (referred to herein as “Auctioneer”) has a contract with various sellers (“Seller”) to offer for sale at public auction their respective properties. The properties are being sold subject to seller’s confirmation. NOTE: The sale of all properties in this auction will be governed by the respective Auction Sales Contracts for each Property which are provided by the Sellers’ attorneys and will differ from one property to another. The following terms are general terms for the conduct of the Auction. A. Property 1) Seller will convey the respective properties free and clear of all liens and encumbrances except as specified in the Title Commitments and the respective Auction Real Estate Sales Contracts. 2) The Properties are 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. 3) 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. 4) As a material part of the consideration for this Agreement, Seller and Buyer agree that Buyer is taking the Property “AS-IS” with all latent and patent defects and that there is no warranty by Seller or Auctioneer that the Property is fit for a particular purpose. Buyer acknowledges that it is not relying upon any representations, statements, assertions or non-assertions by the Seller or Auctioneer with respect to the Property condition, but is relying solely upon its examination of the Property. Buyer takes the Property under the express understanding there are no express or implied warranties (except for limited warranties of title set forth in the closing documents). Provisions of this Section shall survive the Closing. 5) 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. 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 the auction brochure and all 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 ONSITE BIDDERS: 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. ONLINE BIDDERS: There will be an Eleven Percent (11%) 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 On Auction Day, Onsite Bidders must register and provide suitable ID (valid Driver’s License or Passport) and receive a bidder’s number in order to bid on any Property. The bidder’s number must be presented when the bidder is declared the winning or high bidder. ONLINE BIDDERS will be required to deposit registration and sign the Terms and Conditions of Auction, prior to being approved to bid online. Funds required for registration: Bidder must deposit with the Auctioneer, a cashier’s check, made payable to the bidder, in the following amounts for each respective property that they might purchase. • Property Lot # 10, a Bidder Deposit of $50,000.00 will be due at Registration. • Property Lot #s: 8, 9, 11, 14, 17, 18, 19 a Bidder Deposit of $25,000.00 per property will be due at Registration. • Property Lot #s: 4, 7, 12, 13 a Bidder Deposit of $10,000.00 per property will be due at Registration. • Property Lot #s: 3, 5 a Bidder Deposit of $5000.00 per property will be due at Registration. Lot 5 consists of 2 Multi Family development lots. (Auctioneer reserves the right to offer them individually, choice or in their entirety). • Property Lot #’s: 2, 16, a Bidder Deposit of $2000.00 per property will be due at Registration. • Property Lot #s: 1, 6, 15, 20 and 21 consist of multiple Single Family development lots. A Bidder Deposit of $1000.00 per property will be due at Registration. (Auctioneer reserves the right to offer them individually, choice or in their entirety). Non-purchasing bidders may return their bid card to the registration team at any time during the auction or immediately after the auction on auction day for the return of unused funds tendered to the Auctioneer. Upon being declared the final successful confirmed bidder on auction day, the Buyer will be required to pay a non-refundable deposit in the amount equal to ten percent (10%) of the contract price. The ten percent non-refundable down payment will be paid on auction day and will include the certified funds or cashier’s check(s) and the balance of the ten percent may be paid by a personal or company check payable to Lawyers Title ( Lot #14 subject to separate Title Company). Bidder acknowledges that once a bid is offered, the Bidder shall be bound by the bid amount. Bidder acknowledges that only upon the execution of the Sales Contract by the Seller shall the Seller be bound concerning the sale of the Property. IN THE EVENT BUYER FAILS TO ABIDE BY THE TERMS AND CONDITIONS SET FORTH HEREIN OR IN THE RESPECTIVE AUCTION SALES CONTRACT EXECUTED IN CONJUNCTION WITH THIS SALE, BUYER ACKNOWLEDGES HE OR SHE SHALL FORFEIT ALL MONIES DEPOSITED WITH LAWYERS TITLE (Lot #14 subject to separate Title Company). 1) The Buyer shall immediately pay the required non-refundable down payment to Lawyers Title (Lot #14 subject to separate Title Company) on Auction Day and execute and deliver a completed Auction Real Estate Sales Contract together will all related Addenda for the Property at the Auction. The fully executed 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 Sales Contract; the Terms and Conditions of the 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. 2) Any person bidding on behalf of another person or entity must have a valid, legally enforceable, unexpired, recordable Power of Attorney approved by Seller 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. 3) If for any reason the Buyer fails or refuses to deposit the required funds or to execute the Sales Contract immediately after being confirmed the winning bidder, the Seller reserves the right to declare the bidder’s rights forfeited and may re-sell the Property. 4) 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 square footage 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 the fees for preparation of the Deed, the premium for the owner’s policy of title insurance, costs relating to tax certificates and overnight courier fees on behalf of the Seller. Buyer’s Costs. At Closing, Buyer shall pay the recording costs of the deed, overnight courier fee 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 February 20, 2015 at Lawyers Title (Lot #14 subject to separate Title Company) and the non-refundable down payment shall be in U.S. Funds and shall be held in a non-interest bearing account by Lawyers Title (Lot #14 subject to separate 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 1) The Seller and Auctioneer reserve the right to offer the Property in any manner they choose including selling properties individually, grouping properties and passing properties. Auctioneer reserves the right to bid on behalf of any Seller, but only to reach a reserve bid, if one exists. 2) 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 regarding bidding that may arise before, during, and after the Auction. I. Licensed Buyer Broker Guidelines A referral fee of two percent (2%) of the High Bid Amount (not the Total Contract Amount) will be paid to any Texas licensed real estate broker whose prospect pays for and closes on the respective property. To qualify for the referral fee, the real estate broker must register the prospect, by letter, which must be signed by both the broker and the prospect, by certified mail or via FAX on company stationery with Listing Broker Jerry Michael Jones, 5430 LBJ Freeway, 280, Dallas, TX 75240. Fax: (972) 387-2597. The registration letter must be received at least 48 hours prior to the auction (Deadline is Monday, January 19, 2015). The broker must attend the auction with the prospect. 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. J. 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 sub agent of Auctioneer. K. 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. L. Miscellaneous 1) This auction is a privately conducted event. Auctioneer reserves the right to deny any person admittance to the Auction or expel anyone from the Auction who attempts to disrupt the Auction. 2) No attendee, whether registered or not may photograph or video the event. 3) The Sellers reserve the right to accept pre-event bids and remove their property from the event. 4) Back-up Bidders may submit a back-up bid form on any Property and will be contacted if the sale of that Property is not closed. 5) All Properties are subject to sale prior to auction day. 6) All announcements made Auction Day supersede any prior oral or printed statements. The respective Sellers reserve the right to announce additional Terms and Conditions of the sale prior to or during the course of the Auction. 7) Auctioneer is licensed by the Texas Department of Licensing and Regulation (512) 463-3129. Jerry Michael Jones, TX Auctioneer #6756, TX Broker #339614 AUCTIONEER IS A SELLING AGENT ONLY AND MAKES NO REPRESENTATIONS CONCERNING ANY OF THE PROPERTIES WHATSOEVER.