Yellbid - Home Auction Sales Terms and Conditions This Auction will be managed by Foreclosure Solution Group LLC ("Foreclosure Solution Group "). This Home Auction Sales Terms and Conditions document (the Terms and Conditions) will put into writing the description of the Auction of residential real properties ("Property" or "Properties") owned by selling entities ("Seller"). The Sellers of the Properties agreed that Yellbid shall auction the Properties under the Terms and Conditions as outlined below. Potential purchasers who register for this auction and accept these Terms and Conditions will be considered "Bidders". Winning Bidders will be required to execute a Purchase Agreement (as described in Section 4 below), which shall incorporate these Terms and Conditions. 1. By registering for this auction you agree to these Terms and Conditions. 2. REGISTRATION: Registration to participate at a Yellbid Home Auction is required. Only registered participant and its parties are allowed to bid at the Auction. To register, you must complete the Yellbid Auction Registration Form available at www.yellbid.com. In addition, all registered bidders must have; 1.) Proper Issued Identification; State ID, Drivers License, and Passport 2.) $5,000.00 transferred to a third party Escrow Company or in escrow with your title company with a proof of funds letter, and; 3.) All funds must be wired to a third party Escrow company no later than 24hours after auction. Upon confirmation, you will be a qualified bidder. 3. DUE DILIGENCE: A.) Inspection: All properties are available for inspection by appointment with property listing Agent on Yellbid Open House dates. All Bidders must complete their property inspection prior to the auction. Winning Bidders shall represent that they are purchasing the Property "AS IS "and relying solely on their independent inspection of the property in its existing condition. The Seller and Yellbid shall not be liable for any grant, modification, or revision based upon the failure of the Property or any of its improvements or appliances or of its floor plans to conform to any standards, codes and/or any regulations. Any information provided by the Sellers or professionals hired by the Sellers regarding the Properties are estimates only, and are based on information available. Actual information may vary. In addition, the term "Previously Appraised to" refers to the higher of the appraised value of the property in connection with the previous mortgage, a post foreclosure appraisal, or a Broker Price Opinion of value. B.) Occupied Properties: Unless otherwise indicated in the Auction Catalog or Yellbid web-site, an "Occupied Property" shall mean the Property that is occupied and unavailable for inspection. The only contingency for the sale for any Occupied Property shall be seven (7) calendar days physical inspection period, which should begin upon receipt by the Winning Bidder of a "Notification to the Buyer of Vacancy." Winning bidder must provide Yellbid in writing within three (3) calendar days following the inspection period (7 days) to approve or declined the subject transaction. If the Buyer cancels the transaction in writing and delivers such cancellation to Yellbid Attention: Occupied Property Cancellation at cancellation@yellbid.com , and also delivers such cancellation to the Escrow, within the required time, all deposit monies shall be refunded to the Winning Bidder within a reasonable period of time. The return of all deposited funds is the Winning Bidder's only remedy and after such, neither Winning Bidder or Seller or Yellbid shall have any further obligations to each other. In the event that the Winning Bidder fails or chooses not to inspect the Property, and/or fails to provide written cancellation of the transaction within required time, then the transaction shall be judged as an approval of the sale for the purposes of waiving of any right to cancel based on such inspection. C.) Inspection Indemnity: During any due diligence, inspection, visit and/or investigation of the Property by prospective purchasers, Bidders, Winning Bidders or any person/entity on their behalf (the "Inspectors"), the Inspector shall (1) repair all damage from such inspection, and (2) indemnify, defend and hold Seller and Yellbid harmless from all liability, claims, demands, damages and/or costs, and any injuries to persons directly or indirectly arising out of such inspection. 4. "AS IS, WHERE IS AND WITH ALL FAULTS": In order for a Bidder to bid in any Yellbid Auction and purchase any Property to be sold by Seller and Yellbid, the Bidder acknowledges that he/she has read this agreement and understands the same and in particular, the provision of this paragraph 4 as follows: All of the Properties will be sold by the Seller "as is, where is and with all faults" as described in the Florida or State the property resides Residential Purchase Agreement (the "Purchase Agreement"). The Purchase Agreement is a contract for the purchase and sale of residential real estate, which sets forth the terms and conditions of the purchase and sale of the agreed upon real estate between Buyer and Seller. Without limiting any other provision of the Terms and Conditions of the Purchase Agreement, a prospective Purchaser and Bidder acknowledges and agrees that you are experienced in business matters and understand the risks and opportunities of home ownership, (ii) you have the financial resources and credit to apply for and obtain a loan to assist in the payment of the Purchase Price of the home (unless you are to pay "all cash" for the purchase), (iii) you have inspected the home (or will inspect it during the inspection period granted to you, in the case of Occupied Properties), and (iv) you are acting for yourself and for no other party not disclosed on the Registration. The Winning Bidder is acquiring the Property in its present state and condition as of the Auction, with all defects, whether known or unknown, presently existing or that hereafter may arise. All prospective Purchasers/Bidders acknowledge and agree that Sellers and Yellbid have not made, do not make and specifically negate and disclaim any representations, warranties, promises, covenants, agreements or guarantees of any kind concerning the Property, including without limitation; 1) the value, nature, quality or condition of the Property, including without limitation, the water, drainage, soil and geology; 2) the income to be derived from the Property; 3) the suitability of the Property for any and all purposes, activities and uses which Bidder may conduct thereon; 4) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body, and whether all improvements were built in compliance with building permits duly issued; 5) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; 6) the manner or quality of the construction or materials, if any, incorporated into the Property; 7) the manner, quality, state of repair of lack of repair on the Property; 8) the existence of any view from the Property or that any existing view will not be obstructed in the future; 9) any other matter with respect to the Property, or; 10) whether the Property is located in a special studies zone under the public resources code or a seismic hazards zone or a fire responsibility area, or a special flood hazard zone. Bidder acknowledges that he/she has read the provisions of Section of the Civil Code of the State of Property set forth below and understands the same. That section provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Bidder does hereby abandon, release, waive and relinquish all rights and benefits which he/she/it may acquire under Section of the Civil Code of the State of Property pertaining to the subject matters of this Agreement. 5. PROPERTY CONVEYANCE: All Properties are to be sold with fee simple title, with title insurance policies, subject to current taxes, rights-of-way, assessments, easements and other conditions of record, and any exceptions described in the Preliminary Title Report and other standard title exclusions. The Buyer also pays for title insurance issued to him/her/it as owner upon acquiring the Property. Title insurance policy to be issued by Seller or Yellbid designated nationally recognized title insurance company. Properties represented as "Free and Clear Title" shall mean that the Seller guarantees that all properties will be eligible for standard title insurance policy. 6. RESERVE PRICE: The Seller of each Property has established a Starting Bid price, which is not the Reserve Price. The Seller of each property has established an unpublished minimum selling price, which is the Reserve Price. A Winning Bidder for a Property must at least meet the Reserve Price, or a price Subject to Confirmation (as described in Section 8) which must be accepted by the Seller. If no Bidders meet the Reserve Price, the Seller is under no obligation to sell the Property. 7. BUYER'S PREMIUM: Yellbid will charge one percent (1%) of the Winning Bid amount , as a fee to any Winning Bidder to cover marketing and advertising of auction expenses, marketing costs and other general and administrative auction expenses (the "Buyer's Premium"). The Buyer's Premium will be added to the Winning Bid to obtain an adjusted value for the purchase price of the Property (the "Adjusted Winning Bid"). Therefore, the Total Purchase Price on the Auction day and at the closing is equal to the Winning Bid plus the Buyers' Premium. For example, if the Winning Bid is $100,000, the Buyer's Premium is $1,000 (1% of $100,000). The Total Purchase Price is $101,000. The Total Purchase Price does not include other amounts payable by the Buyer during closing, such as escrow fees, title fees, closing fees, property taxes, insurance, etc. 8. WINNING BIDS SUBJECT TO CONFIRMATION: If the winning bid price is below the Reserve Price, Yellbid will inform the Winning Bidder that acceptance of its winning bid price is "subject to confirmation." The Winning Bidder agrees that its purchase is subject to the Seller or Seller's agent approving the purchase, which shall be given or denied at their sole discretion within three (3) business days following execution of the Purchase Agreement. In the event Seller does not confirm the purchase, the Buyer's Deposit will be refunded to the buyer. 9. PAYMENT OF DEPOSIT AND REMAINING BALANCE: The Winning Bidder will be required, per the Purchase Agreement, to pay as its Earnest Money Deposit, (a) five percent (5%) of the total purchase price on any first property purchase, (b) ten percent (10%) on the 2nd property purchased and (c) fifteen percent (15%) of the total purchase price on any Property or Properties beyond the 2nd property purchased. The first $5,000 of the Earnest Money Deposit must be paid to the a third party escrow company. Upon being determined the Winning Bidder, the Earnest Money Deposit shall become non-refundable. The balance of the Total Purchase Price after offset for the Earnest Money Deposit, and all other costs, fees and Buyer's Premium must be paid as described in the Purchase Agreement. 10. PROPERTY CLOSING: Sales shall close, per the terms of the Purchase Agreement through the designated escrow company or closing attorney, within twenty-one (21) calendar days after the date of the Auction unless extended. In certain cases, Yellbid and Seller may grant a ten (10) day extension of the closing date for a non-refundable extension fee of three thousand dollars ($3,000). This fee will not be credited towards the Total Purchase Price. Requests for extension must be made at least five (5) days prior to the scheduled closing date. All extension requests are evaluated by Yellbid and Seller on a case-by-case basis and may be granted or denied in their sole and absolute discretion. Winning Bidders shall be required to pay customary and normal closing costs. Seller or Yellbid may extend closing date at its discretion. Any Seller or Yellbid extension must be made 5 days prior to schedule closing date. 11. VESTING: Winning Bidders taking title in the name of an entity such as a corporation, trust, partnership, or LLC (not an individual person) must provide at the closing of Auction, certain entity formation documents applicable to the entity. Also, escrow may require additional documentation prior to closing. 12. FINANCING: Subject to credit approval, and the lender's requirements. Yellbid's designated lender(s) may not provide financing on all Properties, and advises Bidders to pre-qualify for financing to expedite the closing process. Yellbid further advises Bidders to contact Yellbid's designated lender(s) for pre-qualification procedures. If a Winning Bidder uses third-party financing (financing other than through the Yellbid designated lenders), the sale will not be contingent upon financing, nor will the closing be extended for that purpose. Winning Bidders using third-party financing at the Auction must present a written unconditional lending commitment from their lender, in the minimum of the full amount they intend to finance. Winning Bidders who do not wish to apply for financing through Yellbid's designated lenders must still fill out an authorization with the Yellbid designated lender to confirm the credit status of each Winning Bidder. All Winning Bidders are deemed to consent to and authorize Yellbid's lender and their agents and/or any third party to the purchase transaction, to obtain any type of credit report on the Buyer in the auction or at any time prior to the closing of the transaction. 13 BROKER PARTICIPATION: A one percent (1%) broker commission, calculated on the winning bid amount, will be paid by the third party escrow agent on behalf of the seller to brokers who have registered as a "Registered Broker" online at www.yellbid.com prior to the end of the auction and whose client(s) successfully purchase the Property and close the transaction. You are required to advice that you are representing your client when bidding on any property through Yellbid, and execute all necessary documentation during the post-Auction process. No commission on any Property will be paid to a Registered Broker or Agent acting as a principal in the purchase of any Property. 14 GENERAL AUCTION INFORMATION: Sellers and Yellbid reserve the right to deny any person admittance to or expel anyone from the Auction site for interference with the Auction activities, nuisance, solicitation or any other reason. The Seller and Yellbid have the right to postpone or cancel the Auction, to withdraw any Property from the Auction and to change the Auction or make any other change with respect to the Auction through an announcement. Offers made at the Auction are void where prohibited by law. The respective rights and obligations of the parties and the conduct of the Auction shall be governed by, interpreted and enforced under the laws of the State of perspective property (HOME STATE). If a Winning Bidder refuses to execute the Winning Bidder Confirmation and/or does not transfer funds to the third party escrow company within twenty-four (24) hours of the "Bid Caller's" acknowledgement of the winning bid, then Yellbid can declare the Winning Bidder in default, re-auction the property immediately at its sole discretion, and the bid shall be null and void and Yellbid shall have absolutely no further liability or obligation to that Bidder, unless bid ends on weekend or holiday. 15. JURISDICTION AND DISPUTE RESOLUTION: By bidding at Yellbid Auction, whether you are and individual or by agent, each Bidder shall be deemed to have irrevocably (a) submitted to the courts of competent jurisdiction in Fort Lauderdale, Florida or perspective property county (HOME STATE), in connection with any arbitration, proceeding or other legal process relating to the Auction and/or the offering or sale of any Property ("Action") regardless of where the Property is located, (b) agreed that any Action may be heard in any such court, (c) waived the defense of any inconvenient forum to the maintenance of any Action in any such court and (d) agreed to be subject to arbitration, service and legal process of each court in connection with any Action. Upon execution of the Purchase Agreement, all rights and remedies with respect to the Property shall be governed by such Purchase Agreement. Furthermore, Buyer, Seller and Yellbid agree to mediate any dispute arising between them out of this Agreement or any resulting transaction before resorting to arbitration or court action as described in the Purchase Agreement. By accepting these Home Auction Sales Terms and Conditions, you are agreeing to have any dispute decided by neutral arbitration as provided by Florida or perspective property STATE law and you are giving up any rights you might possess to have the dispute litigated in a court or jury trial. 16. THE FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT: For purposes of compliance with The Foreign Investment In Real Property Tax Act, Seller represents that it is not a non-resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate and agrees to execute an affidavit to this effect at the time of closing. PLEASE PLACE AN X ON LINE BELOW ACKNOWLEDGE THAT YOU AGREE WITH TERMS AND CONDITIONS _I have reviewed the foregoing terms and conditions and agree to be bound thereby.  PLEASE TYPE YOUR NAME ON LINE BELOW ACKNOWLEDGE THAT YOU AGREE WITH TERMS AND CONDITIONS Buyer: ____________________________________________ Print Name: ____________________________________________ Date: _____________________________, 200_