Exhibit A

Terms and Conditions of Online Only Real Estate Auction

This online only auction is subject to Seller and/or lender confirmation and is a cash sale not contingent on or subject to financing, appraisal, survey, or inspections of any/or kind, as agreed to by bidders at registration prior to bidding and specified in the Agreement to Purchase Real Estate (the Contract) to which these terms and conditions are attached.

Once you place a bid, it cannot be removed, even if you have bid incorrectly. Therefore, please check and verify your bids before submitting.

Bidding increments are as follows:

$200 - $1000 = $25

$1,000 - $10,000 = $100

$10,000 - $25,000 = $500

$25,000 - $500,000 = $1,000

$500,000 - $1,000,000 = $5,000

$1,000,000 and up = $10,000

Be advised that a Buyer’s Premium of 10% is added to the high bid. Please take this into consideration when bidding. For example: if the final bid price on a property is $100,000.00, then add the 10% buyer’s premium of $10,000.00 to get a final purchase price of $110,000. This is then the actual sales price that will be used on the Purchase Agreement, and the amount upon which transfer tax and title insurance are based. At the close of the auction, the successful Bidder will be emailed a Contract to be executed and returned to Sheridan Realty & Auction Co. within Forty-Eight (48) hours.

The high bidder will then deposit earnest money of 10% of the total sale price in the form of a cashier’s check or wire transfer to Sheridan Realty & Auction Co. within Forty-Eight (48) hours of the completion of the auction. The earnest money deposit is non-refundable. The entirety of the remaining balance (90% of the total sale price) is due at closing on or before Forty-Five (45) days from Auction Day. Buyer will be responsible for all wire transfers. If the Purchase Agreement is not accepted by the Seller and/or Lender, the Buyer will receive a full refund of their earnest deposit as soon as practicable.

Successful Bidders that do not execute and return their Contract with an Earnest Money deposit within Forty-Eight (48) hours of the conclusion of the auction will be considered in default. If a closing on the Real Property is delayed for any reason, Buyer, or other parties working on your behalf, including any lender you involve, you may be declared in breach of the Contract, forfeit all deposits made, and could be held liable for any and all costs incurred by Seller and Sheridan Realty & Auction Co. incurred in a subsequent resale of the property.

Per the Purchase Agreement, time is of the essence; you should proceed to closing within Forty-Five (45) days. Possession shall be given to the successful Buyer(s) at closing, except Tract 1, which will be 15 days after closing. All closing fees charged by the Title Company are shared equally between Buyer(s) and Seller(s).

Buyer(s) must be prepared to make a cash offer. There are no contingencies to this sale (i.e. financing, appraisal, repairs, or inspections), but for Seller(s) and/or Lender approval (referenced above). Therefore, Bidders should be “pre-qualified” by a lender (if you require financing) prior to submitting a bid. The property is being sold for cash “as-is, where-is” without representation or warranty of any kind. Buyer agrees to accept in its present condition, Real Property, including any personal property items not taken by Seller(s).

Sheridan Realty & Auction Co. (Sheridan) reserves the right to remove or cancel the bids and or bidding rights and privileges of any party at any time. The identity of all bidders will be verified. Bidding rights are therefore provisional, and if complete verification is not possible, Sheridan may reject the registration of a bidder, and bidding activity will be terminated.

Buyer acknowledges they are buying the Real Property “as-is, where-is”, that Buyer(s) are relying on his/her own judgment and prior inspection. By signing an offer, Buyer(s) waive the 10-day lead based paint test. Equipment, if any, is sold with no warranty express or implied of any kind. Any excess materials left after the auction become the responsibility of the Buyer.

Seller(s) will provide an owner’s policy of insurance and convey title with a Full Warranty Deed.

Sheridan and their representatives are Exclusive Agents of the Seller(s). Sheridan reserves the right to negotiate a final sales price on behalf of the Seller, or bid on behalf of the Seller, if necessary.

Real Estate is sold subject to any and all existing matters of record, and all easements, building use or zoning laws and regulations, including drain assessments, tile drainage system rights of way, and PA116 agreements. Properties that are rented are subject to Tenant’s Rights. There are no security deposits associated with the Real Property. Taxes will be pro-rated to the closing date. Any drain assessments will be assumed by Buyer.

Property is enrolled in PA 116 effective until 12-31-2031.

Tract 2 has a 20' access easement on the eastern boundary of both parcels to allow access for adjoining landowner directly to the south. The Smith Family retains a 1-acre exception parcel on Tract 2 for a family cemetery. All graves have been relocated to another cemetery years ago.

There are no surveys on any property. Buyer is purchasing by way of parcel ID and legal description only. All maps used in auction materials in print or online are based on specific County Equalization maps. Sheridan makes no guarantee that the maps are accurate.

All Sheridan Realty & Auction Co. Online Only Real Estate Auctions are timed events that have an auto-extend feature. This auction is an “extend one, extend all” auction. Any bid placed within 5 minutes of an auction’s end will automatically extend the entire auction for 5 minutes from the time the bid is placed. Example: If an auction scheduled to end at 6:00 pm receives a bid at 5:59 pm, the close time of the auction automatically extends by five minutes. The auto-extend feature remains active until no further bids are received on any tract within the 5-minute extended time frame.

A two percent (2%) bid price commission (co-op commission) is available to properly registered Brokers. You must pre-register your Buyers with Sheridan Realty & Auction Co. twenty-four (24) hours before the end of the auction. Agents who fail to pre-register their Buyer will not be recognized as a Buyer’s Agent and will not be entitled to a co-op commission. Broker cannot act as a Principal and Broker on the same transaction. Please review our form for eligibility.

The terms and conditions of the Purchase Agreement, including these additional terms (Exhibit A), shall survive closing and the benefits shall inure to the respective heirs, successors, representative and assigns of the Parties.

Red Clay Ranch