Willow Hill Farm, 15.48 ac.+/- located in beautiful Smoot, WV

Sale subject to seller confirmation of offers. CONTRACT FOR SALE OF REAL ESTATE (less any out sales) The property information package/day of auction terms is an addendum to this contract This Contract for Sale of Real Estate is made and entered into this 18th day of November 2017, by and between Larry and Glenna Parrish (“Seller”), and _________________________________________________________________________________, (Purchaser). W I T N E S S E T H: In consideration of the deposit stated below (the “Deposit”) delivered by Purchaser to Foxfire Realty (the “Auction Firm”) and the mutual covenants hereinafter provided, Seller agrees to sell, and Purchaser agrees to buy, the following parcel of real estate together with any improvements thereon, commonly known as 594 Grassy Meadows Road, Smoot, WV 24977 ACREAGE 15.48 A AT SMOOT MCCLUNG .27 MI NW OF SMOOT WV Meadow Bluff Tax District, Greenbrier County, West Virginia, Tax Map 81 Parcel 87, Deed Book 456 Page 415 (The “Property”). The purchase and sale of the Property surface and any and all available subsurface rights shall be on the following terms and conditions: 1. Auction Terms and Conditions. The Auction Terms and Conditions (the “Auction Terms”) shall be deemed part of this Contract as if set forth in this Contract in their entirety. In the event of a conflict between the terms and conditions of this Contract and those of the Auction Terms, the terms and conditions of the Auction Terms shall govern. Offer, acceptance. As the high bidder at an auction of the property by Seller, recorded by the Auctioneer (‘Broker”), Buyer made and hereby makes an irrevocable offer (“offer”) under the terms of the auction. To purchase the property being offered and or described herein. The Seller reserves the right of a 5-business day review period of the contract to accept or reject the offer. This offer is hereby binding upon the purchaser until notified that the offer is rejected by the seller. The review period ends at 12 midnight on the last day of the review period. The buyer shall be notified by the auction firm via either phone, fax, or email of the sellers’ decision. 2. Purchase Price. Purchaser agrees to pay as the full purchase price for the Property the sum of __________________________________________________________________DOLLARS ($________________) the “Purchase Price”, as follows: (a) Purchaser shall pay the Deposit to the Auction Firm in certified funds or as may be otherwise agreed by the Auctioneer upon the execution of this Agreement. Auction Firm shall hold the Deposit in its non-interest bearing trust account and shall (I) pay it over to Seller at settlement for application to the payment of the Purchase Price, (II) return it to Purchaser when instructed to do so by Seller upon the conditions set forth herein, or (III) in the event of Purchaser’s default and at Seller’s option, pay it over to Seller for application as set forth in Paragraph 8 below. (b) Purchaser shall pay the remainder of the Purchase Price to Seller at settlement in cash, by wire transfer or by certified or cashier’s check. (c) Purchaser acknowledges that the total Purchase Price includes a Buyer’s Premium of Ten percent (10%). A summary of the terms of the sale is as follows: High Bid: $ Buyer’s Premium: (10%) Plus $ Purchase Price: Equals $ Deposit: Less $ Balance of Purchase Price Due at Closing: $ (does not reflect all closing fees, etc.) _____ _____Int. date _____ _____Int. date page 2 of 3 3. Settlement and Possession. Settlement shall take place on or before 60 days from Seller authorization at the offices of Purchaser’s attorney, who shall be the settlement agent in connection with this transaction for tax reporting purposes. Possession of the Property shall be delivered to Purchaser at settlement following payment of the Purchase Price, subject to the rights of tenants, if any. TIME IS OF THE ESSENCE AS TO THE COMPLETION OF SETTLEMENT. 4. Title. Seller shall convey the Property to Purchaser by a GENERAL Warranty Deed. Purchaser’s and Seller’s obligations hereunder are contingent upon Seller being able to convey good and marketable title to the Property subject, however, to the following (the “Permitted Encumbrances”): (I) matters that do not render title to the Property unmarketable; (II) the rights of tenants, if any; (III) the lien of ad valorem real estate taxes not yet due and payable; (IV) such state of facts as an accurate survey and physical inspection of the Property would reveal; and (v) ordinary and customary easements, encumbrances and other restrictions of record. If, prior to settlement hereunder, Purchaser identifies a title defect other than the Permitted Encumbrances, Seller shall have the opportunity, but not the obligation, to attempt to cure the title defect, and Seller may in its sole discretion extend the settlement date accordingly. If Seller does not elect to attempt to cure the title defect, or if Seller attempts but is not successful in curing the title defect, Purchaser shall have the option to; (1) terminate this Agreement, in which case Seller shall instruct the Auction Firm to return the Deposit to Purchaser and neither party shall have any further obligation or liability to the other; or (2) waive the title defect and proceed to settlement hereunder, without any adjustment or modification of the Purchase Price. If an owner’s title insurance policy can be obtained without extraordinary exception or with affirmative protection over any title defect, Purchaser shall be required to waive its objection to the title defect. 5. Settlement Costs. The purchaser is responsible for ALL closing costs involved with this transaction regardless of the local custom; including but not limited to deed preparation, document recording tax stamps, inspections, survey, closing agent fees, overnight mail, notary fees, etc. The current year property taxes shall be prorated on the calendar year between seller and purchaser. 6. Physical Condition of the Property. Purchaser acknowledges that it has examined and inspected, and is satisfied with, the physical condition of the Property and the improvements thereon. PURCHASER EXPRESSLY AGREES THAT THE PROPERTY IS OR WILL BE SOLD “AS IS, WHERE IS, WITH ALL FAULTS”, WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF CONDITION, AVAILABILITY OF MINERAL OR SUBSURFACE RIGHTS, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SUBJECT TO ORDINARY WEAR AND TEAR OCCURRING AFTER THE DATE HEREOF. Purchaser further acknowledges that neither Seller nor Auction Firm have made or extended to Purchaser any representation, warranty or indemnity with regard to the environmental condition of the Property or with regard to its compliance with the Americans with Disabilities Act of 1990, if applicable, and Purchaser hereby assumes sole responsibility therefore, indemnifies and agrees to hold Seller and Auction Firm, and each of their affiliates, agents, directors, employees and attorneys harmless from and waives any right, action, claim or cause of action it or its successors or assigns may have now or in the future against Seller and Auction Firm, and each of their affiliates, agents, directors, employees or attorneys with regard thereto. If the improvements on the Property are damaged after the date hereof but before settlement, Seller may (but shall not be obligated to) attempt to repair the improvements and, at Seller’s sole option, there shall be a reasonable extension of the settlement date in which Seller may attempt to complete the repair. If Seller notifies Purchaser that Seller does not intend to attempt repair, or if Seller attempts but is not successful in effecting repair and so notifies Purchaser, within ten (10) days of either such notification Purchaser shall either (I) terminate this Agreement, in which case Purchaser shall be entitled to the return of the Deposit and neither party shall have any further liability to the other, or (II) waive any objection to the damage and any right to reduce the Purchase Price, in which case Seller shall convey to Purchaser the Property with such damaged improvements as are then thereon and shall assign to Purchaser all of Seller’s right, title and interest to any insurance proceeds, if any, received or to be received in payment of damage to the improvements (but no other insurance proceeds, such as proceeds from damage to personal property). No personal property is being sold, however any personal property that remains after closing shall become the buyers sole expense to dispose of. 7. Default. If Purchaser defaults hereunder, Seller may retain the Deposit and may also pursue such remedies as are available to Seller at law or in equity, including, without limitation, an action for specific performance. If Seller defaults hereunder, Purchaser’s sole remedy shall be the return of the Deposit and the Purchaser expressly and unconditionally waives and releases any other claim, demand injury, or cause of action, whether at law or in equity. A termination of this Contract pursuant to the termination provisions set forth in paragraph 4, 6, and 7, shall not be deemed to be a default of either party hereunder. _____ _____Int. date _____ _____Int. date page 3 of 3 8. Notice. Any notice, request, or demand required or permitted hereunder will be in writing and will be delivered by hand, sent by express courier service, or sent by U. S. certified mail, return receipt requested, postage prepaid, if to Seller, to c/o Foxfire Realty, 1029 Washington Street East, Lewisburg, WV 24901 and if to Purchaser, to the address set forth below under the Purchaser’s signature, or to such other address as the party to receive such notice may hereafter specify by written notice to the other. Any such notice will be deemed given on the date of actual hand delivery, one (1) day after being sent by express courier service or two (2) days after deposit in the U. S. mail, certified. 9. Agency Disclosure. Seller and Purchaser acknowledge and agree that the Auction Firm has acted on Seller’s behalf as Seller’s agent in connection with this transaction. Seller and Purchaser also confirm that this disclosure of agency relationship has been made in writing. 10. Miscellaneous. Except as set forth above, each party hereto represents that it has not involved any agent, broker, or finder in this transaction and agrees to indemnify, defend, and hold the other party and the Auction Firm harmless from any claim in connection therewith. The provisions of this Contract shall survive settlement. The parties hereto acknowledge that neither has relied upon any oral representation of the other or of the Auction Firm, that no such oral representation will affect in any way the terms of this Contract and that this Contract represents the final and complete understanding between the parties. This Contract cannot be modified or amended, and no waiver or any provision hereof shall be effective, unless in writing executed by the parties hereto. This Contract shall be construed, performed and enforced in accordance with the laws of the State of West Virginia without regard to the conflicts of law’s provisions of West Virginia law. Except as provided in Paragraphs 6 and 7, the risk of loss or taking shall remain with Seller until settlement. This Contract shall inure to the benefit of and will bind the parties hereto and their respective heirs, personal representatives, successors and assigns. Purchaser may NOT assign its rights under this Contract except by consent of the seller. However any such assignment shall not release Purchaser from any liability hereunder the terms of this contract. This Contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Contract. Notwithstanding any other provision of this Agreement, or any agreements, contracts or obligations that may derive here from, nothing herein shall be construed to make the parties hereto partners or joint ventures or to render either party liable for any of the debts or obligations of the other party, it being the intention of this Contract merely to create the relationship of seller and purchaser with regard to the Property. All parties to this Contract have been represented by counsel or have had the opportunity to be so represented. Accordingly, the rule of construction of contract language against the drafting party is hereby waived by both parties. If any provision of this Contract or the application thereof is deemed unenforceable for any reason, the remainder of this Contract shall not be affected thereby and shall remain in full force and effect. Notwithstanding any mention of specific acreage in any description of the Property, the parties hereby agree that the Property is being sold in gross and not by the acre. Legal proceedings, in the event of legal action the sole and exclusive venue shall be Greenbrier County, WV. All parties agree the time limit is within one year of the writing of this document. The parties’ rights and obligations hereunder shall not be affected if a subsequent survey of the Property reveals a different acreage. TIME IS OF THE ESSENCE IN CONNECTION WITH THIS CONTRACT.