Exhibit A

Terms and Conditions of Online Only Real Estate Auction

This online only auction is subject to Seller confirmation and is a cash sale not contingent on or subject to financing, appraisal, survey, or inspections of any 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

$1,001 - $10,000 = $100

$10,001 - $25,000 = $500

$25,001 - $500,000 = $1,000

$500,001 - $1,000,000 = $5,000

$1,000,001 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 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, 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 on tracts 1 and 2 will be given on May 15, 2019 in order to allow time for loading and removal of personal property items sold in the April 9th and 15th auctions. The remaining tracts, possession shall be given to the successful Buyer(s) at closing. All closing fees charged by the Title Company are shared equally between Buyer(s) and Seller(s).

All tracts are sold without any future division rights.

Many new parcels have be created and the seller has preliminary approval from Eureka Topwnship, however new parcels are sold subject to Township final approval.

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) 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.

Buyers of tracts 1 and 2 understand personal property lots sold on those tracts will have 20 days from the personal property auction ending date to remove items, regardless of real estate closing date.

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, gas and mineral right leases, and PA116 agreements. There are no security deposits associated with the Real Property. Taxes will be pro-rated to the closing date. Buyer agrees to assume all amortization schedules if applicable. Any drain assessments will be assumed by Buyer.

The Mineral rights owned by the seller are currently leased and buyer will assume the seller’s position in said mineral oil and gas leases.

Tracts 1 and 2 are sold subject to Access/Parking Easement, Drain Field Easement, Well Easement and A Shared Driveway Agreement.

Tract 5 is sold subject to Special Deed Restrictions, “Restrictions Agreement” because of its vicinity to Walmart. These deed restrictions shall remain in effect and run with the land.

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. Seller has prepaid for a new survey and legal on every tract, a $250 per property fee will be charged on every tract to the buyer.

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.

Klackle Orchards Real Estate Auction