GENERAL TERMS & CONDITIONS

SCOTT CUNNINGHAM LAND AUCTION

TUESDAY, NOVEMBER 29^TH, 2016 - 6:00 P.M.

TROY, TN 38260

1. ALEXANDER AUCTIONS & REAL ESTATE SALES HAS BEEN COMMISSIONED BY THE OWNER TO SELL PROPERTY AT PUBLIC AUCTION.

2. REAL ESTATE CONSISTS OF 734.852±ACRES LOCATED IN THE 6^TH CIVIL DISTRICT OF OBION COUNTY, TN.

3. PROPERTY OFFERED IN 22 TRACTS & COMBINATIONS.

FARM 1 – TRACTS 1 THRU 5 - 249.471 ± ACRES ON DAVIS ROAD & TROY PROTEMUS ROAD - FORMALLY KNOW AS WOODY LAND.

TRACT 1: 9.4± ACRES – ON DAVIS ROAD

TRACT 2: 60.9± ACRES – ON DAVIS ROAD

TRACT 3: 58± ACRES -– TRACT IS LAND LOCKED AND HAS NO INGRESS OR EGRESS ACCESS TO A PUBLIC ROAD. THIS TRACT HAS NO INGRESS OR EGRESS EASEMENT TO A ROAD. THE TRACT MUST SELL WITH AN ADJOINING TRACT OR TO AN ADJOINING PROPERTY OWNER.

TRACT 4: 43.3± ACRES – TRACT IS LAND LOCKED AND HAS NO INGRESS OR EGRESS ACESS TO A PUBLIC ROAD. THIS TRACT HAS NO INGRESS OR EGRESS EASEMENT TO PUBLIC ROAD. THE TRACT MUST SELL WITH ADJOINING TRACT OR TO AN ADJOINING LAND OWNER.

TRACT 5: 77.7± ACRES – FRONTS SOUTH SIDE OF TROY PROTEMUS ROAD. CORRAL & LOADING PEN.

FARM 2 - 126.1± ACRES - TRACTS 6 THRU 8 & 10 SOUTH OF TROY PROTEMUS ROAD.

TRACT 6: 54.5 ±ACRES & POND SOUTH OF TROY PROTEMUS ROAD. EAST OF TRACT 5.

TRACT 7: 40.1± ACRES SOUTH OF TROY PROTEMUS ROAD- TRACT 7 WILL HAVE INGRESS AND EGRESS ACCESS OVER THE CURRENT INGRESS & EGRESS EASEMENT THROUGH THE FRED E. CUNNINGHAM TRACT AS SHOWN AND DESCRIPTED IN EXHIBIT “2”. TRACT 7 WILL ALSO HAVE AN INGRESS AND EGREES EASEMENT ACROSS AND THROUGH THE NORTHWEST CORNER OF TRACT 7 EXTENDING FROM THE FRED E. CUNNINGHAM EASEMENT TO THE DIVISIONAL LINE BEWEEN TRACT 7 AND TRACT 10.

TRACT 8: 29.8± ACRES. SOUTH OF TROY PROEMUS ROAD EAST OF FRED E. CUNNINGHAM RESIDENCE TRACT. GRAIN BIN & FEED BINS.

TRACT 10: 1.7 ± ACRES - CATTLE BARN, CATTLE WORKING EQUIPMENT LOCATED ON TRACT INCLUDES CHUTES, SCALES, PANELS AND GATES. TRACT 10 WILL HAVE INGRESS AND EGRESS ACCESS OVER THE CURRENT INGRESS & EGRESS EASEMENT THROUGH THE FRED E. CUNNINGHAM TRACT AS SHOWN AND DESCRIPTED IN EXHIBIT “2”. TRACT 10 WILL HAVE AN INGRESS & EGREES EASEMENT ACROSS THE NORTHWEST CORNER FOR THE ACCESS TO TRACT 7.

FARM 3: 29 ±ACRES NORTH SIDE OF EBENEZER ROAD - TRACT 9 IS LOCATED SOUTH OF TRACT 8 AND TRACT 7.

FARM 2 – TRACTS 11 THRU 19 – 117.13± ACRES NORTH OF TROY PROTEMUS ROAD KNOWN AS A PART OF THE ORIGINAL CUNNINGHAM LAND – LOCATED NORTH OF TROY PROTEMUS ROAD, EAST OF NEELY ROAD AND EAST AND WEST OF BEN LONG ROAD.

TRACT 11: 0.6± ACRES - FEED STORAGE BARN – NORTH SIDE OF TROY PROTEMUS ROAD. TRACT 10 WILL HAVE ACCESS OVER THE CURRENT EGRESS & INGRESS EASEMENT THROUGH THE FRED E. CUNNINGHAM TRACT AS SHOWN IN EXHIBIT “2” AND OVER AN INGRESS AND EGRESS EASEMENT.

TRACT 12: 0.8 ± ACRES - HAY AND IMPLEMENT BARN -

NORTH SIDE OF TROY PROTEMUS ROAD.

TRACT 13: 2 ± ACRES - HAY AND IMPLEMENT BARN - NORTH SIDE OF TROY PROTEMUS ROAD.

TRACT 14: 6.7± ACRES - NORTH, EAST AND WEST - EAST OF HAY BARNS - FRONTAGE ON NORTH SIDE OF TROY PROTEMUS ROAD AND WEST SIDE OF BEN LONG ROAD.

TRACT 15: 46.9± ACRES - NORTH SIDE OF TROY PROTEMUS ROAD – FRONTS WEST SIDE OF BEN LONG ROAD.

TRACT 16: 22.3± ACRES – NORTH SIDE OF TROY PROTEMUS ROAD & EAST SIDE OF NEELY ROAD. INCLUDES 9 ACRES EAST OF NEELY ROAD, FORMERLY PART OF THE CRISWELL FARM.

TRACT 17: 36.7± ACRES EAST SIDE OF NEELY ROAD AND SOUTH OF NEELY ROAD.

TRACT 18: 1.6± ACRES EAST OF BEN LONG ROAD.

TRACT 19: 0.7±ACRES EAST OF BEN LONG ROAD AND NORTH OF TROY PROTEMUS ROAD.

FARM 5 –– 26.9± ACRES TRACTS 20 AND 21 - SOUTH SIDE OF TROY PROTEMUS ROAD – KNOWN AS WOODY LAND EAST AND NORTH OF REELFOOT INDIAN CREEK WATERSHED LAKE.

TRACT 20: 14.22± ACRES ON SOUTH SIDE OF TROY PROTEMUS ROAD - JOINS NORTH EASEMENT OF REELFOOT INDIAN CREEK WATERSHED LAKE.

TRACT 21: 12.68± ACRES ON SOUTH SIDE OF TROY PROTEMUS ROAD – JOINS EAST EASEMENT OF REELFOOT INDIAN CREEK WATERSHED LAKE.

FARM 4 – 184.863 ±ACRES- TRACT 22 - WEST OF NEELY ROAD KNOWN AS THE CRISWELL LAND.

TRACT 22: PROPERTY WAS SURVEYED BY CROCKER LAND SURVEY INC., JAMES W. CROCKER, DATED JUNE 22, 2004. PROPERTY WILL BE SOLD ACCORDING TO THE CROCKER PLAT AND OWNER’S CURRENT DEED DESCRIPTION EXCLUDING SELL-OFF OF RESIDENCE AND 9.055 ACRES EAST OF NEELY ROAD.

4. DEED REFERENCES: SEE EXHIBIT “1” ATTACHED FOR DEED REFERENCES RECORDED IN REGISTER’S OFFICE OF OBION COUNTY, TN.

5. TAX MAP AND TAX PARCELS IN THE OBION COUNTY, TENNESSEE TAX ASSESSOR’S OFFICE – SEE EXHIBIT NO. “1” FOR TAX MAPS & PARCEL NUMBERS AND 2016 TAX AMOUNTS.

6. FARMS 1, 2, 3, & 4 HAVE ALL BEEN RECENTLY SURVEYED BY SERATT SURVEYING LLC.TENNESSEE LIC. NUMBER 2805, ON OCTOBER 4^TH 2016. A BOUNDARY SURVEY WAS COMPLETED. THE DIVISIONAL LINES FOR THE INDIVIDUAL TRACTS HAVE NOT BEEN SURVEYED. THE ACREAGE AMOUNT IN THE TRACTS WERE ESTIMATED TO FENCES AND PHYSICAL POINTS.

7. IN THE EVENT ANY TRACTS IN A CERTAIN FARM SELL SEPARATE, AN ACTUAL SURVEY WILL BE COMPLETED ON THE DIVISIONAL LINE TO CALCULATE THE ACTUAL ACREAGE.

8. THE ACTUAL SALES PRICE OF TRACTS 1 THRU 9 AND TRACTS 14 THRU 21 WHICH VARY IN ACRES WILL BE ADJUSTED UP OR DOWN PROVIDED THE ACTUAL SURVEY SHOWS A VARIANCE IN THE NUMBER OF ACRES. THE SALES PRICE ADJUSTMENT WILL BE CALCULATED ON A PER ACRE BASIS ACCORDING TO THE SALES PRICE PER ACRE SHOWN IN THE PURCHASE AGREEMENT.

9. TRACT 10 & CATTLE WORKING BARN PRICE ADJUSTMENT FOR ACREAGE VARIANCE – IN THE EVENT TRACT 10 SELLS SEPARATE AND A DIVISIONAL LINE SURVEY IS REQUIRED TO DETERMINE THE EXACT ACREAGE THE SALES PRICE ADJUSTMENT FOR AN ACREAGE VARIANCE WILL BE CALCULATED USING THE SALES PRICE PER ACRE OF TRACT 7.

10. THESE TRACTS WILL BE SOLD BY THE DOLLAR FOR A TOTAL SALES PRICE AND NOT BY THE ACRE. TRACTS 11, 12, & 13 SALES PRICE ADJUSTMENTS (BARN TRACTS) – IN THE EVENT ANY OF THE BARN TRACTS SELL SEPARATE AND THE ACREAGE VARIES – NO ADJUSTMENTS WILL BE MADE – THESE TRACTS WILL BE SOLD FOR THE PURCHASE TOTAL PRICE AND NOT BY THE ACRE.

11. PROPERTY SELLS SUBJECT TO CONFIRMATION OF THE OWNER. OWNER RETAINS THE OPTION TO CONFIRM ANY OR ALL TRACTS.

12. DEED CONVEYANCE WILL BE A GENERAL WARRANTY DEED.

13. TERMS: 15% DOWN DAY OF AUCTION WITH A MINIMUM OF $500.00 ON ANY TRACT, PAYABLE IN CASH, CASHIER’S CHECK, OR PERSONAL CHECK WITH CURRENT BANK LETTER OF GUARANTY MADE TO ALEXANDER AUCTIONS & REAL ESTATE SALES REQUIRED BY ALL PERSONS NOT PERSONALLY KNOWN BY AUCTION COMPANY.

14. CLOSING DATE TO BE ON OR BEFORE DECEMBER 29^TH, 2016.

15. SELLER MAY ELECT TO EFFECT A TAX DEFFERED EXHANGE UNDER SECTION 1031 OF THE INTERNAL REVENUE CODE OR TO EFFECT A TAX DEFFERED INSTALLMENT SALE UNDER SECTION M453 OF THE INTERNAL REVENUE CODE. SEE EXHIBIT “3” FOR A COMPLETE EXPLANATION OF THE M453 TAX CODE.

16. ALLISON WHITLEDGE WILL ANSWER ANY QUESTIONS YOUR ATTORNEY HAS ABOUT THE SECTION M453 INTERNAL REVENUE CODE.

17. SELLERS CLOSING ATTORNEY WILL BE ALLISON WHITLEDGE, OFFICE OF GEARIN & WHITLEDGE, 241 SOUTH LINDELL STREET, CMARTIN, TN 38237, (731) 587-5637.

18. PURCHASERS SHOULD CONTACT THEIR ATTORNEY TO COMPLETE THEIR TITLE OPINION IMMEDIATELY FOLLOWING THE AUCTION. CONTRACT DOES NOT PROVIDE FOR AN EXTENSION DUE TO AN ATTORNEY FAILING TO COMPLETE TITLE WORK OR YOUR LOAN CLOSING NOT BEING SET UP IN TIME TO MEET THE THIRTY (30) DAY CLOSING PERIOD. CONTACT YOUR ATTORNEY IMMEDIATELY!

19. FAILURE TO PAY THE BALANCE DUE WILL REQUIRE PURCHASER TO FORFEIT THEIR EARNEST MONEY AND BECOME SUBJECT TO ALL TERMS IN THE PURCHASE AGREEMENT.

20. SELLER TO PAY 2016 TAXES.

21. PURCHASERS TO ASSUME THE 2017 TAXES.

22. SELLER TO PAY ANY ROLL BACK TAXES THAT MAY BECOME DUE.

23. A 10% BUYER’S PREMIUM WILL BE ADDED TO THE FINAL BID ON THE REAL ESTATE TO DETERMINE THE TOTAL SELLING PRICE AND CONTRACT PRICE.

24. POSSESSION OF PROPERTY WILL BE GIVEN AT CLOSING SUBJECT TO THE CURRENT RENTAL LEASES. LAND IS RENTED THROUGH FEBUARY 28^TH, 2017.

25. ALEXANDER AUCTIONS & REAL ESTATE SALES AND ALL AGENTS WORKING AT THIS AUCTION ARE ACTING AS AN AGENT FOR THE SELLER.

26. NO ONE SHOULD MAKE A BID THAT HE/SHE DOES NOT WANT TO HONOR OR IS NOT FINANCIALLY ABLE TO HONOR.

27. OTHER CONDITIONS: 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.

28. NO PURCHASE IS CONTINGENT ON FINANCING, APPRAISALS, PROPERTY INSPECTIONS OR ANY OTHER CONTINGENCIES.

29. ANY INFORMATION SUPPLIED IN THE TERMS AND CONDITIONS CONCERNING THE PROPERTY INFORMATION AND TAX AMOUNTS ARE SUPPLIED TO ACCOMMODATE THE PURCHASER(S). IT IS THE PURCHASER’S SOLE RESPONSIBILITY TO HAVE COMPLETED THEIR OWN DUE DILIGENCE SURVEY, RESEARCH, INSPECTION, CHECKING AND BID ACCORDING TO THEIR DUE DILIGENT SURVEY AND RESEARCH.

30. PROPERTY SELLS SUBJECT TO EXISTING EASEMENTS AND SUBJECT TO ANY RECORDED EASEMENTS.

31. PROPERTY SELLS SUBJECT TO ANY CITY, COUNTY, OR STATE ZONING RESTRICTIONS THAT EXIST.

32. THE OWNERS, SELLERS AND SALES MANAGEMENT HAVE NOT HAD OR REQUESTED ANY PERK TEST OR SOIL CLASSIFICATION INSPECTIONS TO BE RUN BY THE HEALTH DEPARTMENT TO DETERMINE THE APPROVAL OR REQUIREMENTS FOR SEPTIC TANKS OR SEPTIC LINES FOR ANY OF THE TRACTS.

33. PURCHASER(S) SHALL CONTACT THE OBION COUNTY WATER PROTECTION AGENCY AND/OR AN APPROVED SOIL SCIENTIST TO OBTAIN A SOIL ANALYSIS AND APPROVAL FOR A SEPTIC SYSTEM. ALEXANDER AUCTIONS AND THE SELLERS MAKE NO WARRANTY OR GUARANTY AS TO SOIL TYPES AND SOIL APPROVAL FOR A SEPTIC/SEWAGE SYSTEM.

34. AUCTIONEER & BROKER IS NOT AN EXPERT IN DETERMINING ENVIRONMENTAL HAZARDS AND HAZARDOUS MATERIAL. PURCHASER ACCEPTS THIS PROPERTY IN ITS PRESENT CONDITION AND AGREES TO HOLD HARMLESS THE BROKER, HIS AGENTS AND ALEXANDER AUCTIONS & REAL ESTATE SALES FROM ANY ENVIRONMENTAL HAZARDS AND THE COST TO DEFEND HIMSELF, HIS AGENTS OR ALEXANDER AUCTIONS & REAL ESTATE SALES FROM ANY CLAIMS.

35. PURCHASER HAS HAD THE OPPORTUNITY TO INSPECT THE PROPERTY AND WILL MAKE ALL BIDS AND PURCHASE SAID PROPERTY AS A RESULT OF THEIR INSPECTION.

36. PROPERTY AND IMPROVEMENTS ARE BEING SOLD IN THEIR PRESENT CONDITION “AS IS”. NO IMPROVEMENTS WILL BE MADE. THERE ARE NO WARRANTIES OR GUARANTEES EXPRESSED OR IMPLIED AS TO CONDITION OR FITNESS FOR USE. THE WARRANTIES OF HABITABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND PARTICULAR USE ARE EXPRESSLY EXCLUDED.

37. THE PURCHASER DOES HEREBY ACKNOWLEDGE THAT THE SUBJECT PROPERTY IS PURCHASED AT PUBLIC AUCTION, AND THAT A PREREQUISITE TO BIDDING IS THAT ALL PROPERTY, WHETHER REAL ESTATE OR PERSONAL, IS PURCHASED ABSOLUTELY “AS IS” WITH NO WARRANTY WHATSOEVER AS TO THE CONDITION OF THE SAME.

38. ALL TIE BIDS WILL BE SETTLED FROM THE AUCTION STAND BY THE AUCTIONEER AND HIS DECISION WILL BE FINAL. THE AUCTIONEER WILL HAVE THE RIGHT TO RE-OPEN THE BID BETWEEN ALL BIDDERS.

39. ANY INDIVIDUAL ATTENDING THE AUCTION OR WORKING AT THE AUCTION HAS THE RIGHT TO BID AND PURCHASE THE PROPERTY.

40. AUCTIONEER AND SALES MANAGEMENT RESERVE THE RIGHT TO BID OR EXECUTE ANY ABSENTEE OR OTHER BIDS THAT ARE TURNED IN TO THEM BEFORE THE AUCTION, ONLINE, AND BY PHONE DURING THE AUCTION.

41. ALEXANDER AUCTIONS & REAL ESTATE SALES WILL NOT BE RESPONSIBLE FOR ANY MISSED BIDS OR UNEXECUTED BIDS FROM ANY SOURCE.

42. ALL INFORMATION USED IN THE ADVERTISING AND PROMOTION OF THIS AUCTION HAS BEEN OBTAINED FROM PUBLIC RECORDS AND OTHER SOURCES DEEMED TO BE RELIABLE AND ARE BELIEVED TO BE TRUE AND CORRECT. NO WARRANTIES ARE MADE TO THIS EFFECT.

43. PROPERTY IS BEING SOLD SUBJECT TO THESE TERMS AND ANY OTHER TERMS ANNOUNCED AT THE AUCTION. THESE TERMS WILL BE INCORPORATED INTO THE PURCHASE AGREEMENT FOR FUTURE REFERENCE.

44. AUCTION WILL BE HELD AS A MULTI-PAR AUCTION (SEE EXHIBIT 4) WHICH IS ATTACHED.

45. ALL BIDDERS AGREE THAT ANY BIDS THEY MAKE WILL STAND AND REMAIN ACTIVE UNTIL THE AUCTION IS COMPLETED. ALL BIDDERS AGREE TO REMAIN ON-SITE EVEN IF THEIR BID IS RAISED DURING THE AUCTION PROCESS.

46. A MULTI-PAR AUCTION MEANS THE TRACTS WILL BE OFFERED INDIVIDUALLY, IN COMBINATIONS, AND AS A WHOLE.

47. IT IS POSSIBLE FOR A BIDDER TO BE IN THE WINNING POSITION ON A TRACT OR COMBINATION OF TRACTS AND YOUR BID MAY BE RAISED INDIVIDUALLY OR IN A COMBINATION WHICH WOULD PUT YOU OUT OF THE WINNING POSITION, HOWEVER, NEW BIDS MAY BE RECEIVED ON INDIVIDUALY OR COMBINATIONS WHICH WOULD PUT YOU BACK INTO THE WINNING POSITION.

48. IF COMBINATIONS ARE MADE OR IF ALL TRACTS ARE COMBINED INTO ONE COMBINATION TRACT, THE BIDDING WILL CONTINUE ON COMBINATIONS TO REACH THE HIGHEST BID. WHEN THE BIDDING ENDS THE TOTAL BIDS WILL BE ENTERED IN THE COMPUTER AS A WINNING POSITION. THE TRACTS WILL THEN BE OFFERED INDIVIDUALLY AND AS COMBINATIONS AGAIN TO ALLOW ANY BIDDER TO INCREASE THEIR BIDS.

49. IF BIDS ARE RAISED ON INDIVIDUAL LOTS AND COMBINATION OF LOTS THAT EXCEED ANY PREVIOUS TOTAL BIDS, THE PROPERTY WILL BE OFFERED IN ITS ENTIRETY. THE PROCESS CONTINUES UNTIL NO MORE BIDS ARE RECEIVED.

50. ALL BIDDERS ON SITE, ON LINE, AND OFF-SITE AGREE TO ACCEPT THESE GENERAL TERMS AND RULES STATED IN THE ATTACHED MULTI-PAR AUCTION RULES. (SPECIFIC TERMS, ON-LINE AND OFF-SITE BIDDER TERMS AND ANY TERMS ANNOUNCED AT THE AUCTION).

51. ON-LINE AND OFF-SITE BIDDING IS ALLOWED TO PRE-APPROVED BIDDERS THROUGH ALEXANDER AUCTIONS & REAL ESTATE SALES.

52. ON-LINE AND OFF-SITE MUST REVIEW THE GENERAL TERMS, SPECIFIC TERMS & ADDITIONAL ON-LINE AND OFF-SITE TERMS, AND ANNOUNCEMENTS MADE FROM THE AUCTION STAND.

53. ALL ANNOUNCEMENTS MADE FROM THE AUCTION STAND WILL TAKE PRECEDENCE OVER ANY PREVIOUS ANNOUNCEMENTS OR STATEMENTS.

(EXHIBIT NO. 1)

TOTAL ACRES ~734.852

DEED REFERENCES IN REGISTER’S OFFICE, OBION COUNTY COURTHOUSE, UNION CITY, TN 38261

MAP AND PARCEL NUMBERS IN ASSESSOR’S OFFICE OBION COUNTY COURTHOUSE, UNION CITY, TN 38261

FARMS & TRACTS INFORMATION

Farm 1: 249.471± Acres ~ Tracts No. 1 through No. 5

Woody Farm on Davis Road & South of Troy Protemus Road

Tax Map 70 Parcel 13.00

R.B 64 P.G 305- R.B 64 P.G 310

2016 Taxes $800.00

Farm 2: 264.563± Total Plat Acres ~ Cunningham Farm North and South of Troy Protemus Road – Acreage includes Farm No. 3 on Ebenezer Road

Farm 2 126.10 +/- Acres ~ South of Troy Protemus Road- Tracts No. 6 through 8 and 10

Farm 2: 109.46± Acres North of Troy Protemus Road East of Neely Road & Ben Long Road (Criswell Tract)

Tracts 11 through 19 and 9.055 Acres Criswell Land included in Tract 16

Portion of Tax Map 70 Parcel 10.00 –south of Troy Protemus Road

D.B 26-Y P.G 320

2016 Taxes $1,193.00

Criswell Property Deed Book 26V, Page 583, Tax Map 70, Parcel 1306

Part of taxes included with Farm 4

Farm 3: 29 ± Acres ~ Tract No. 9

Included on plat as a part of Cunningham Land north and south of Troy Protemus Road.

Tax Map 70 Parcel 10.00 –

D.B 26-Y P.G 320

2016 Taxes are Included in Farm 2

Farm 4: 184.863 ± Acres ~ Tract No. 22

Tax Map 70 Parcel 5.04 –

D.B 26V P.G 583

2016 Taxes $584.00 – This tax amount and acreage includes 9 Acres East of Neely Road selling with Tract 16.

Farm 5: 26.9 ± Acres ~ Tracts No. 20 and No. 21

Tax Map 70 Parcel 13.06 – State of Tennessee

R.B 64 P.G 305

2016 Taxes $95.00

(EXHIBIT NO. 2)

Tract No. 7 and Tract No. 10 Ingress & Egress Easement

THE SELLER/GRANTOR HAS A PERPETUAL EASEMENT FOR INGRESS AND EGRESS OFF TROY PROTEMUS ROAD ACROSS THE FRED E. CUNNINGHAM AND JANIS F. CUNNINGHAM PROPERTY, RECORD BOOK 163 PAGE 172 ROOCT.

SAID EASEMENT BEING 18 FEET IN WIDTH, RUNS OVER EXISTING DRIVEWAY, AND IS MORE PARTICULARLY DESCRIBED AS FOLLOWS:

Beginning at a point in the center of Troy Protemus Road and being South 57 degrees 46 minutes 03 seconds east for 105.48 feet of the northwest corner of the above described tract;

1. thence, South 57 degrees 46 minutes 03 seconds east along the center of Troy Protemus Road, for 18.14 feet to a point;

2. thence, South 25 degrees 12 minutes 28 seconds West through Cunningham, for a distance of 191.14 feet, to a point in a south line above described tract;

3. thence, North 62 degrees 18 minutes 58 seconds west along a south line of the above described tract, for a distance of 18.02 feet, to a point being 117.09 feet from the southwest corner of the above described tract;

4. thence, North 25 degrees 12 minutes 28 seconds East through Cunningham, for a distance of 192.58 feet, to the point of beginning.

The grantees shall not erect a fence or structure of any type with in twelve (12) feet from the centerline of the above described easement. The grantees may plant flowers and other low growing plants outside easement but otherwise with twelve (12) foot area.

All bearings are based upon Magnetic North from a survey done by David Kersey on March 26, 2014. All set iron pins are 5/8” x 30” rebars with orange plastic caps marked “MACK ASHBURN- RLS 2872”. This description was prepared from a survey and plat for Scott N. Cunningham, dated May 4^th, 2015, by Mack Ashburn, TN RLS No. 2872.

Statement required by T.C.A 66-24-121: The foregoing legal description was taken from a survey prepared by Mack Ashburn, TN RLS No. 2872, dated May 4, 2015.

EXHIBIT NO. “3”)

Exchange or Installment Sale Cooperation:

The parties hereby acknowledge that Seller may elect to effect a tax-deferred exchange under Section 1031 of the Internal Revenue Code or to effect a tax-deferred installment sale under Section 453 of the Internal Revenue Code, but in either such event Seller shall not on that account delay the closing or cause additional expense to Buyer. Seller’s rights and obligations may be assigned to a qualified intermediary under either Section 1031 or Section 453, for the purposes of completing such an exchange or installment sale. Buyer consents thereto and agrees to cooperate with Seller and the intermediary to permit the exchange or installment sale to be completed. In the event of such an exchange or installment sale and assignment, Seller (rather than the intermediary) shall nonetheless convey title to the property directly to Buyer. In the event of such an exchange or installment sale and assignment, Seller’s duties and obligations, if any, for performance after closing and any representations and warranties by Seller shall remain with Seller and not pass to, or be undertaken or assumed by, the intermediary. Buyer hereby waives any claim against the intermediary arising out of such exchange, installment sale or assignment.

ON-LINE AND OFF-SITE ADDITIONAL BIDDING TERMS

SCOTT CUNNINGHAM – LAND AUCTION

1. ALL BIDDERS ON-SITE, ON-LINE, AND OFF-SITE AGREE TO ACCEPT THE GENERAL TERMS PLUS THESE TERMS AND RULES STATED IN THE ATTACHED MULTI-PAR AUCTION RULES. (SPECIFIC TERMS, ON-LINE AND OFF-SITE BIDDER TERMS AND ANY TERMS ANNOUNCED AT THE AUCTION).

2. AT THE CLOSE OF THE AUCTION, THE SUCCESSFUL ON-LINE OR OFF-SITE BIDDER WILL BE EMAILED A SALES AND PURCHASE AGREEMENT TO BE EXECUTED AND RETURNED TO ALEXANDER AUCTIONS & REAL ESTATE SALES WITHIN 48 HOURS OF COMPLETION OF THE AUCTION ALONG WITH THE EARNEST MONEY DEPOSIT.

3. THE SUCCESSFUL BIDDER IS REQUIRED TO MAKE AN EARNEST MONEY DEPOSIT ACCORDING TO THE GENERAL TERMS: 15% DOWN DAY OF AUCTION WITH A MINIMUM OF $500.00 FOR ANY TRACTS.

4. EARNEST MONEY PAYABLE BY CASH, CASHIERS CHECK OR PERSONAL CHECK WITH CURRENT BANK LETTER OF GUARANTEE MADE TO ALEXANDER AUCTIONS & REAL ESTATE SALES REQUIRED BY ALL PERSONS NOT PERSONALLY KNOWN BY AUCTION COMPANY TO ALEXANDER AUCTIONS & REAL ESTATE ESCROW. NO CREDIT CARD PAYMENTS ACCEPTED.

5. CLOSING DATE: BALANCE DUE ON OR BEFORE DECEMBER 30^TH, 2016.

6. FAILURE TO PAY THE BALANCE DUE WILL REQUIRE YOU TO FORFEIT YOUR EARNEST MONEY AND BE SUBJECT TO ALL TERMS STATED IN THE PURCHASE AGREEMENT.

7. LIQUIDATED DAMAGES: SUCCESSFUL BIDDERS NOT EXECUTING AND RETURNING THEIR PURCHASE AGREEMENT ALONG 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 ADDITIONALLY BE LIABLE FOR ANY AND ALL COST INCURRED BY SELLER AND ALEXANDER AUCTIONS & REAL ESTATE SALES INCURRED IN A SUBSEQUENT RESALE OF THE PROPERTY. IF SUCH ACTION OCCURS, ALEXANDER AUCTIONS & REAL ESTATE SALES HEREBY HAS THE RIGHT TO DISPERSE THE DEPOSIT AS STATED IN THE LISTING AGREEMENT AND THE BUYER HAS NO CLAIMS TO SUCH MONEY OR PROPERTY BEING SOLD. LIQUIDATED DAMAGES ARE TO COVER COST OF AUCTION, COST INCURRED BY SELLER, LABOR COST AND ADDITIONAL COST OF AUCTION AS NOT DEFINED IN THIS AGREEMENT. THESE LIQUIDATED DAMAGES DO NOT RESTRICT THE SELLER FROM SUING THE BUYER FOR PERFORMANCE DAMAGES AND/OR ANY ADDITIONAL DAMAGES THE SELLER SUFFERS BY THE DEFAULT OF THE BUYER.

8. BACK-UP BIDS: IF YOU ARE NOT THE SUCCESSFUL BIDDER ON THE REAL ESTATE AND WISH TO MAKE A BACK-UP BID IN CASE OF DEFAULT BY THE HIGH BIDDER, PLEASE SEE ALEXANDER AUCTIONS & REAL ESTATE SALES TO RECEIVE A BACK-UP BIDDER FORM.

9. ALEXANDER AUCTIONS & REAL ESTATE SALES 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, ALEXANDER AUCTIONS & REAL ESTATE SALES WILL REJECT THE REGISTRATION, AND BIDDING ACTIVITY WILL BE TERMINATED.

10. ALEXANDER AUCTIONS & REAL ESTATE SALES INVOLVEMENT IN THIS CONTRACT: THE SELLER AND BUYER HEREBY AGREE THAT ALEXANDER AUCTIONS & REAL ESTATE SALES IS A PART OF THIS CONTRACT AND SHALL RECEIVE COMPENSATION AS STATED IN THE AGREEMENT HERETO OR AS STATED IN THE LISTING AGREEMENT HEREBY MADE A PART OF.

11. PROPERTY AND IMPROVEMENTS ARE BEING SOLD IN THEIR PRESENT CONDITION. NO IMPROVEMENTS WILL BE MADE. THERE ARE NO WARRANTIES OR GUARANTEES EXPRESSED OR IMPLIED AS TO CONDITION OR FITNESS FOR A PARTICULAR PURPOSE OR PARTICULAR USE.

12. PURCHASER IS TO MAKE THEIR OWN INSPECTION OF THE BUILDING, STRUCTURE AND LOTS AND BID ACCORDING TO THEIR INSPECTION AND DUE DILIGENCE RESEARCH.

RESTRICTIONS:

13. ALL REAL ESTATE SELLS SUBJECT TO ANY AND ALL EXISTING MATTER OF RECORD AND ALL EASEMENTS, CITY, COUNTY AND STATE, BUILDING, USE OR ZONING LAWS AND RESTRICTIONS.

14. PURCHASER(S) ARE INFORMED THAT THE SELLERS AND ALEXANDER AUCTIONS & REAL ESTATE SALES ARE NOT EXPERTS OR QUALIFIED TO OFFER ANY INFORMATION CONCERNING ENVIRONMENTAL HAZARDS, ASBESTOS HAZARDS, LEAD BASE PAINT AND ETC. AND MAKE NO WARRANTY, GUARANTEE OR STATEMENTS IN CONNECTION WITH SUCH.

15. AUCTIONEER & BROKER IS NOT AN EXPERT IN DETERMINING ENVIRONMENTAL HAZARDS AND HAZARDOUS MATERIAL. PURCHASER ACCEPT THIS PROPERTY IN ITS PRESENT CONDITION, AGREE TO HOLD HARMLESS THE BROKER, HIS AGENTS AND ALEXANDER AUCTIONS & REAL ESTATE SALES FROM ANY ENVIRONMENTAL HAZARDS AND THE COST TO DEFEND HIMSELF, HIS AGENTS OR ALEXANDER AUCTIONS & REAL ESTATE SALES FROM ANY CLAIMS.

16. PURCHASER HAS HAD THE OPPORTUNITY TO INSPECT THE PROPERTY AND AGREES TO MAKE ALL BIDS AND PURCHASE SAID PROPERTY AS A RESULT OF THEIR INSPECTION.

17. ALEXANDER AUCTIONS & REAL ESTATE SALES AND ALL AGENTS ARE ACTING AS AN AGENT FOR THE SELLERS.

18. ANY REAL ESTATE TERMS AND INFORMATION SUPPLIED IN THE TERMS AND CONDITIONS

CONCERNING TAX AMOUNTS AND OTHER INFORMATION ARE SUPPLIED TO ACCOMMODATE THE PURCHASER(S). IT IS THE PURCHASER’S SOLE RESPONSIBILITY TO HAVE COMPLETED THEIR OWN DUE DILIGENCE SURVEY, RESEARCH, INSPECTION AND CHECKING AND SHALL BID ACCORDING TO THEIR RESEARCH.

19. ADDITIONAL AUCTION INFORMATION: ALL INFORMATION PUBLISHED, ANNOUNCED OR CONTAINED HEREIN WAS DERIVED FROM SOURCES BELIEVED TO BE CORRECT; HOWEVER, IT IS NOT GUARANTEED BY THE SELLER OR THE AUCTIONEERS. PERSONAL ON-SITE INSPECTION OF ALL PROPERTY IS RECOMMENDED. THE FAILURE OF ANY BIDDER TO INSPECT, OR TO BE FULLY INFORMED AS TO THE CONDITION OF THE PROPERTY, WILL NOT CONSTITUTE GROUNDS FOR ANY CLAIM OR DEMAND FOR ADJUSTMENT OR WITHDRAWAL OF BID, OFFER OR DEPOSIT MONEY AFTER ITS OPENING TENDER. THIS INCLUDES BUT IS NOT LIMITED TO PUBLIC INFORMATION SUCH AS EASEMENTS, RESTRICTIONS, ZONING, RIGHT-OF-WAYS, OR ANY OTHER INFORMATION THAT CEN BE OBTAINED AS PUBLIC RECORD IN THE APPROPRIATE COUNTY COURT HOUSE CONCERNING SUBJECT PROPERTIES.

20. TECHNICAL ISSUES: IN THE EVENT THERE ARE TECHNICAL DIFFICULTIES RELATED TO THE SERVER, SOFTWARE, INTERNET OR ANY OTHER ON-LINE AUCTION-RELATED TECHNOLOGIES, ALEXANDER AUCTIONS & REAL ESTATE SALES RESERVES THE RIGHT TO EXTEND BIDDING, CONTINUE THE BIDDING OR CLOSE THE BIDDING. NEITHER THE COMPANY PROVIDING THE SOFTWARE, NOR ALEXANDER AUCTIONS & REAL ESTATE SALES, SHALL BE HELD RESPONSIBLE FOR THE FAILURE OF THE SOFTWARE TO FUNCTION PROPERLY FOR ANY REASON.

21. ALL INFORMATION USED IN THE ADVERTISING AND PROMOTION OF THIS AUCTION HAS BEEN OBTAINED FROM PUBLIC RECORDS AND OTHER SOURCES DEEMED TO BE RELIABLE AND ARE TO BE TRUE AND CORRECT. NO WARRANTIES ARE MADE TO THIS EFFECT.

22. PROPERTY IS BEING SOLD SUBJECT TO THESE TERMS WHICH WILL BE INCORPORATED INTO THE SALES CONTRACT FOR FUTURE REFERENCE.

WE APPRECIATE YOUR INTEREST IN THIS AUCTION AND WE WILL BE GLAD TO ANSWER ANY QUESTIONS YOU MAY HAVE.

Alexander

AUCTIONS & REAL ESTATE SALES

MARVIN E. ALEXANDER CAI, Auctioneer TL9, FL 107

239 University Street * P.O. Box 129, MARTIN TN 38237 * (731) 587-4244

Email: alexanderauctions@frontiernet.net

WEBSITE: www.alexanderauctions.com

(EXHIBIT NO. 4)

“MULTI -PAR AUCTION RULES"

1. ALL BIDDERS AGREE TO REMAIN AT THE AUCTION UNTIL ALL LOTS ARE EITHER DECLARED SOLD INDIVIDUALLY OR IN COMBINATIONS OR THE SALE OF ANY OR ALL TRACTS ARE REJECTED.

2. ALL BIDS ARE TO REMAIN ACTIVE AND LIVE THROUGHOUT AUCTION.

3. ALL LOTS WILL BE OFFERED INDIVIDUALLY, IN COMBINATIONS, AND AS A WHOLE.

4. PURCHASER(S) CAN BID ON ANY COMBINATION OF TRACTS.

5. PURCHASER(S) SHALL BE ALLOWED TO BID ON ANY TRACT WHEN THEY ARE OFFERED INDIVIDUALLY OR AT ANY TIME THEREAFTER, REGARDLESS IF THEY ARE INVOLVED IN A COMBINATION OR NOT UNTIL THE END OF THE AUCTION.

6. A BIDDER COULD BE PUT OUT OF THE WINNING POSITION BY A COMBINATION BID OR RAISED INDIVIDUAL BIDS AND THEN A BIDDER CAN COME BACK INTO THE WINNING POSITION WHEN SOMEONE ELSE RAISES OTHER LOTS OR OTHER COMBINATION BIDS ARE MADE.

7. MINIMUM BID RAISES TO MAKE A NEW COMBINATION OF LOTS SHALL BE AT LEAST $500.00 OR 2% WHICHEVER IS GREATER.

9. A BIDDER CAN BID AND RAISE THE SALES PRICE ON ANY INDIVIDUAL LOT LISTED ON THE BOARD OR ANY COMBINATION LISTED ON THE BOARD AT ANY TIME AFTER THEY ARE OFFERED INDIVIDUALLY EVEN THOUGH THE AUCTIONEER MAY NOT BE ASKING FOR A BID ON THAT PARTICULAR LOT. THESE BIDS MAY BE LESS THAN THE MINIMUM RAISE STATED ABOVE BECAUSE THIS IS CONSIDERED TO BE HEADS UP BIDDING AND EACH INDIVIDUAL HAS THE SAME OPPORTUNITY.

10. TO MAKE A BID AND RAISE A BID AS STATED IN THE PREVIOUS NUMBER TURN YOUR BID INTO ONE OF THE RING PERSONNEL ALONG WITH YOUR BIDDER NUMBER SO THEY CAN BE ENTERED AND RECORDED.

11. THE COMPUTER WILL CALCULATE ALL INDIVIDUAL BIDS AND COMBINATION BIDS ARE IN THE WINNING POSITION DURING THE AUCTION. WHEN SOMEONE MAKES A HIGHER BID ON ALL THE LOTS AND ACREAGE AND THE BIDDING CEASES, THAT BID IS ENTERED IN THE COMPUTER.

12. THE AUCTIONEER WILL THEN ASK FOR RAISES ON INDIVIDUAL LOTS AND COMBINATIONS. WHEN INDIVIDUAL BIDS AND COMBINATION BIDS ARE RAISED AND THEY TOTAL MORE THAN THE TOTAL COMBINATION BID. ANYONE RAISING ALL THE LOTS AND ACREAGE MUST MAKE A BID ABOVE THE NEW TOTAL. WHEN THIS HAPPENS THE PROCESS STARTS ALL OVER.

13. IT IS POSSIBLE IN THIS AUCTION TO HAVE A TIE AMONG BIDDERS AT THE END OF THE AUCTION. IN THE EVENT NONE OF THE PURCHASERS WILL INCREASE THEIR BID, MARVIN E. ALEXANDER AND SELLERS SHALL MAKE THE DETERMINATION OF THE FINAL PURCHASER/PURCHASERS CONSIDERING THE TOTAL MONEY SPENT BY AN INDIVIDUAL AND/OR POSSIBLY THE TOTAL NUMBER OF LOTS PURCHASED.

MULTIPLE BIDDERS OR BY ONE BIDDER, THE MULTI-PAR PROGRAM TRACKS EACH INDIVIDUAL BID AND EACH COMBINATION TO REACH THE HIGHEST TOTAL.

735 ACRES OF LAND AUCTION