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 attached Agreement to Purchase Real Estate.

Once you place a bid, it cannot be removed, even if you have bid incorrectly. Please 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

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

Successful Bidders will deposit 10% of the sale price in the form of a cashier’s check or wire transfer with 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. Purchaser 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 possible.

Per the Contract, 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. All closing fees charged by the Title Company are shared equally between Buyer(s) and Seller(s).

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

Buyer(s) must be prepared to make a cash offer. There are no contingencies to this sale (i.e. financing, appraisal, repairs, or inspections). Therefore, you should be pre-qualified by a lender prior to bidding if you require financing. This property is being sold for cash “as-is, where-is” with a closing deadline. Buyer agrees to accept real estate, including any personal property items not taken by seller.

Sheridan Realty & Auction Co. reserves the right to remove or cancel the bids and or bidding rights and privileges of any party at any time deemed not to be in the best interest of the seller. The identity of all bidders will be verified, bidding rights are provisional, and if complete verification is not possible, Sheridan Realty & Auction Co. will reject the registration, and bidding activity will be terminated.

Buyer acknowledges they are buying property “as-is, where-is”, without any form of contingencies whatsoever. Buyer(s) are relying on his/her own judgment and inspection. By signing an offer, Buyer(s) will be waiving the 10-day lead based paint test.

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

Sheridan Realty & Auction Co. and their representatives are Exclusive Agents of the Seller(s). Auctioneers and sales agents reserve the right to negotiate 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 right of way agreements, and PA116 agreements. Properties that are rented are subject to Tenant’s Rights. There are no security deposits for any properties. 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. 2018 growing crop and harvesting rights belong to seller.

There are no surveys on any property; buyer is purchasing a parcel ID and legal description only. All maps used in auction materials in print or online are based on County Equalization maps. Auction company makes no guarantee that they are exact.

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 the auction ending 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 to 6:05 pm. The auto-extend feature remains active until no further bids are received on any tract within the 5-minute time frame.

A two percent (2%) bid price 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 Buyer Agents and will not be entitled to a co-op commission. Broker cannot act as a Principal and Broker on the same transaction. Please review the form for eligibility.

The terms and covenants of the purchase agreement, including these additional terms (Exhibit A), shall survive closing and shall bind and the benefits shall inure to the heirs, successors, representative and assigns of the Parties.

Cary Dairy- 8 Tracts from 13-115 Acres in Calhoun & Barry Counties