5 TRACTS OFFERED AS A WHOLE, INDIVIDUALLY OR IN COMBINATION CROP LAND HIGH VOLUME, EXCELLENT QUALITY HARDWOOD & PINE TIMBER RECREATIONAL OPPORTUNITIES

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1 October 14, 2015 INVITATION TO BID ON LAND & TIMBER BY SEALED BID FROM GFR TIMBERLAND, LLC 5 TRACTS OFFERED AS A WHOLE, INDIVIDUALLY OR IN COMBINATION CROP LAND HIGH VOLUME, EXCELLENT QUALITY HARDWOOD & PINE TIMBER RECREATIONAL OPPORTUNITIES BLADEN COUNTY, NORTH CAROLINA OWNED BY: JOYCE BALDWIN PROPERTIES, LLC Bid Submission Deadline: THURSDAY, NOVEMBER 19, 2015 AT 5:00 PM. GFR S CHARLES L. TATE, JR. OFFICE, LAKE WACCAMAW, NC Tract +/- Acres Hallsboro Road Tract Cropland: 44 ac Woodland: 94.7 ac Emerson Road Tract 25.6 Woodland 25.6 ac Slade Swamp 66.7 Woodland: 66.7 ac Frank Baldwin North 12.3 Woodland: 12.3 ac Chicken Foot Road 11.2 Woodland: 11.2 ac Grand Total Acreage Visit our website for tract specific maps, timber volumes and additional information.

2 Joyce Baldwin Properties, LLC Bladen County November 19, 2015 LOCATION The Joyce Baldwin Properties, LLC tracts are located in the Hollow Township and White s Creek Township of Bladen County, North Carolina, with four tracts just east of Clarkton. Please see attached map. The tracts offer the potential for multiple uses including row crop farmland, timber production, rural home sites, and recreation. Visit for tract specific map, timber volumes and additional information. DESCRIPTION OF THE PROPERTIES AND SPECIAL CONDITIONS Joyce Baldwin Properties, LLC property is offered in 5 tracts as a whole, individually, or in combination of tracts. Individual tract acreage is not guaranteed. The acreage listed herein is based on survey where available, field GPS equipment, and measurements of aerial photographs using ArcGIS software. The Seller and Seller s Agent do not warrant the acreage or potential land use. Each prospective Buyer should make his/her own determination of the suitability of the property for intended use. BIDDER DUE DILIGENCE Bidders are invited to perform a due diligence inspection. The inspection of the property and conditions affecting the property, including but not exclusively, the quality of road, creek frontage, acreage, zoning, flood zones, assessments, legal documents, soils, timber volumes and values, encroachments, easements, environmental hazards, utilities, all matters of title, are the responsibility of the Buyer. GFR Timberland, LLC, the Seller s Agent, welcomes the opportunity to assist the Bidder in gathering property data, but each interested party must conduct its own due diligence assessment prior to the private bid opening. The property will be sold in its present condition and conveyed by special warranty deed. CONDITIONS OF SALE NOTE: Any bids submitted at the time of the bid opening with conditions other than the ones listed below will be rejected. If a Bidder wishes to submit a bid with new conditions, the new conditions must be submitted in writing to GFR at least one week prior to the bid opening date. The Seller will consider the validity of the new condition. If the Seller accepts the new condition, Seller's Agent, GFR, will contact all other prospective Bidders and notify them of the change in the Conditions of Sale. 1. BID DEADLINE: Bids will be opened privately after the submission deadline, Thursday, November 19, 2015 at 5:00 PM. Bids can be delivered: 1. By USPS to: GFR Timberland, LLC Post Office Box 708 Lake Waccamaw, NC, By parcel service/ in person to: GFR s Charles L. Tate, Jr. Office (910) Sam Potts Highway Lake Waccamaw, NC Electronically: to kfullbright@gfrforestry.com or fax (910) In all cases, bidders are encouraged to confirm receipt of bids by GFR before the deadline. All bids mailed must be received by the bid submission deadline or will not be considered. All electronic bids (facsimile or scanned ) will require an earnest money deposit or proof of funds in the amount of 10% of the bidder s highest bid scenario prior to the bid submission deadline to be considered. METHOD OF DETERMINING TIMBER VOLUMES The timber was cruised by the line-plot method of timber inventory. Volume summaries for each tract are included with this prospectus. Please contact our office if you would like the tally of an individual tract. GFR Timberland, LLC & Gelbert, Fullbright & Randolph Forestry Consultants, PLLC Phone (910) Fax (910) (888) 610-TREE Page 2

3 Joyce Baldwin Properties, LLC Bladen County November 19, BID FORM AND ACCEPTANCE: Each bid shall be submitted on the enclosed bid form and signed by the Bidder on the bid form on pages 6-7 furnished as part of this document. Please submit the bid form in a sealed envelope marked JOYCE BALDWIN PROPERTIES, LLC on the outside. Each bid shall constitute an offer to purchase in accordance with the terms and conditions of this invitation and the bid form. The Seller reserves the right to reject any or all bids, and the right to waive any defects in any bid. The Bidder(s) submitting successful bid(s) will be notified of acceptance on or before 5:00 P.M. on Wednesday, November 25, Unsuccessful bidders will be notified as soon as possible, but no later than 5:00 PM on Friday, November 27, After acceptance of the bid, the authorized agent(s) of the Seller will sign the acceptance of the offer to purchase on this Invitation to Bid. The agent(s) signature will acknowledge acceptance of the successful bid(s) on page 5 and this Invitation to Bid will become the Sales Contract upon agent(s) acceptance. All Bidders must submit an earnest money deposit in the amount of ten percent (10%) of the highest bid submitted with the balance due by cashier s or certified check, or wire transfer at closing. The earnest money deposit must be a cashier s or certified check and should be made payable to: "GFR Timberland, LLC Escrow Account." Company or personal checks may be accepted as a bid deposit only with prior approval of the Seller s agent. 3. TERMS OF CLOSING: The Seller will convey or cause to be conveyed to Buyer in fee simple the premises by a Special Warranty Deed ("Deed"). The Seller will prorate the taxes as of the date of closing, pay for the preparation of the deed, and pay the Seller agent s real estate commission. The Seller will retain the current year farm rent. Recording fees, present-use value taxes (if the premises are disqualified from program), title insurance policy premium, and all other closing costs associated with securing the purchase price balance will be the sole expense of the Buyer. 4. CLOSING DATE & LOCATION: The successful Buyer(s) will be required to close on the property and pay the balance of the purchase price on or before Friday, December 18, 2015, unless otherwise agreed upon by the seller. 5. OFFER IS BINDING: Any offer accepted by the Seller shall be binding on the Seller, the Buyer(s), and the heirs, legal representatives, and assigns of each. 6. SURVEY: If the parcels can be conveyed using an existing and valid legal description, no survey will be furnished by the Seller. If Buyer requires a new survey, it will be at the expense of the Buyer after acceptance of the bid, but prior to closing. It must not delay the closing. A copy of the survey must be provided to the Seller s agent at least 5 days prior to closing. Any surveys necessary to define parcels will be performed at the expense and under the supervision of the Seller. 7. PRESENT CONDITION: Buyer has inspected the Premises and understands that the Premises are being sold in their present condition without warranty or representation of any kind, expressed or implied, by Seller or Seller s Agent. The Buyer acknowledges that the Seller has not agreed to perform any work on or about the Premises as a condition to Buyer s purchase of same. Buyer assumes all risks with respect to the physical condition of the Premises and the income and expenses attributable thereto. 8. DEFAULT: In the event the Buyer fails to carry out and perform the terms of this agreement, the earnest money (bid deposit) as shown herein will be forfeited as liquidating damages at the option of the Seller, provided that the Seller agrees to the cancellation of this contract. The Seller may elect to pursue any other legal remedies under North Carolina law. 9. WARRANTIES: No representations, warranties, covenants, agreements, and other obligations of Seller shall survive the closing of this transaction, and no action based thereon shall be commenced after the GFR Timberland, LLC & Gelbert, Fullbright & Randolph Forestry Consultants, PLLC Phone (910) Fax (910) (888) 610-TREE Page 3

4 closing of this transaction. The tract acreage, location, and the land use estimates are not warranted by the Seller or Seller s Agent. 10. LUMP SUM BID: Bids shall be on a lump sum basis and not on a per acre basis. Per acre bids will not be considered. 11. INSPECTION & SHOWING INSTRUCTIONS: Bidders are invited to visit the property at their own convenience. Please contact GFR Timberland, LLC, to schedule a guided inspection. For a property package with additional information visit our website: or contact GFR Timberland at TREE (8733) or info@gfrforestry.com. Specific questions regarding this invitation to bid, the terms and conditions of sale and the bidding process should be directed to Kent Fullbright (919) ; kfullbright@gfrforestry.com. 12. MATTERS OF TITLE: Seller agrees to use the best efforts to deliver to Buyer as soon as reasonably possible after notification of successful bid, copies of all title information available to Seller, including but not exclusively, title insurance policies, attorney s opinions on title, surveys, covenants, deeds, notes and deeds of trust, leases, easements and other exceptions relating to the Premises. 12. TIMBER DEED: Depending on the results of the sale, one or more of the parcels may be subject to a timber deed, conditions of which are described on pages 4-5 Conditions of Sale Timber. 13. MINERALS: Seller shall transfer any mineral interest it owns, if any, without warranty; restated, the conveyance from Seller to Buyer shall transfer any minerals owned without warranty with exception to any prior reservation of minerals. The Seller makes no representation regarding Seller s ownership of the minerals. CONDITIONS OF SALE TIMBER (IF APPLICABLE) 1. A $2, performance bond covering the following conditions of sale will be required of the Buyer at the time of closing. The bond may be forfeited in part or in whole upon the final logging inspection as determined by a GFR forester. The amount of the Joyce Baldwin Properties, LLC Bladen County November 19, 2015 GFR Timberland, LLC & Gelbert, Fullbright & Randolph Forestry Consultants, PLLC Phone (910) Fax (910) (888) 610-TREE bond is not intended to limit the Buyer s responsibility for repairing damages incurred or inflicted. 2. All access and internal roads are to be left in as good or better condition than they were immediately prior to logging. 3. No trees designating Streamside Management Zones (SMZs), cutting, boundary, or property lines marked in orange or blue treemarking paint and/or flagging are to be cut or unnecessarily damaged. Special care must be taken to avoid damaging soils and residual trees in and around the SMZs. Within the SMZs all pines and only those hardwoods with a stump diameter greater than 18 may be harvested. Trees that are wrongfully cut or excessively damaged will be scaled according to Scribner Log Rule, Form Class 78, and paid for at the rate of $ per MBF. 4. GFR reserves the right to halt logging if, in their sole opinion, damage to the residual trees or soil is more than acceptable, or the requirements of the sale are not being met. If a suspension occurs, the contract will automatically be extended the number of days logging was prohibited. 5. The Buyer will have until December 31, 2017 to harvest and remove this timber. 6. GFR must be notified at least 48 hours in advance of the initiation and completion of logging operations both temporary and final. 7. GFR intends to enforce all applicable statutes regarding water quality and sedimentation, and to require the use of Best Management Practices for forestry which include: a) keeping all logging equipment out of any of the SMZs; b) adhering to Forestry s Best Management Practices as outlined in a publication from the N.C. Forest Service amended September, 2006 including those provisions which require keeping springs, creeks, rivers, ravines, and drainage ditches clear of forest debris caused by the cutting and removal of timber, as provided in North Carolina General Statutes 113A- 52.1, 77-13, and 77-14; and Page 4

5 c) minimizing soil damage, which may result from the operation of logging machinery during wet ground conditions, by refraining from carrying on logging and hauling operations during periods of wet ground conditions. 8. All skidding and decking must take place within the timber sale area as shown on the timber sale map. Potential deck sites are shown on the timber sale map and should be used unless approval for another site is given by a GFR forester. All road construction or improvements and stream crossings of any kind must be approved by a GFR forester. 9. No trees, limbs, brush or other logging debris shall be left in or across the boundary or cutting lines, fire lines, ditches, roads, fields, fences, gates, drainage channels, or creeks. 10. No debris of any type shall be left on the property except for natural limbs and brush that originated on this land. No petroleum or hazardous substances shall be discharged on the property. The Buyer will be responsible for all costs of cleaning up any debris left or substance discharged. 11. At the completion of the harvest of the timber, the Buyer or its agents shall be responsible for removal of all trash from the cutting area, including but not limited to oil cans, paper, tires, plastic or glass bottles, or other debris placed on the cutting area by the Buyer, its agents and employees. No trash shall be buried on this site. 12. The Buyer and its agents, employees, contractors, subcontractors and assigns shall at all times exercise reasonable care to minimize and reduce the hazards of fire by the use of good forestry practices. The Buyer shall be responsible for the suppression of and damages resulting from all fires caused by the Buyer, its agents, employees, contractors, subcontractors and assigns. 13. Buyer agrees to indemnify and save harmless the Seller against all claims of loss, damages, or expenses of any kind which may arise in connection with Buyer s operations on the above described tract, including fines resulting from misuse of SMZs. The Buyer will carry sufficient workman s compensation insurance and liability Joyce Baldwin Properties, LLC Bladen County November 19, 2015 GFR Timberland, LLC & Gelbert, Fullbright & Randolph Forestry Consultants, PLLC Phone (910) Fax (910) (888) 610-TREE insurance to fully protect Seller from any liability whatsoever and will furnish evidence of such insurance upon request of Seller and/or its agents. GFR Forestry Consultants, PLLC and landowner, Joyce Baldwin Properties, LLC must be listed as an additional insured on the Buyer s certificate of insurance. 14. No transfer pledge or assignment of this agreement by the Buyer, or transfer of his rights or interests herein, shall be valid without written consent of the Seller. 15. Payment for the timber will be made by bank certified check or wire transfer made payable to GFR Forestry Consultants, PLLC. 16. Upon the termination of this agreement, Buyer agrees to sign a release letter relinquishing all rights to the aforesaid real property belonging to the Seller owner of record. Page 5

6 BID FORM JOYCE BALDWIN PROPERTIES, LLC BID SUBMISSION DEADLINE IS THURSDAY, NOVEMBER 19, 2015 AT 5:00 PM SUBMIT TO: GFR Timberland, LLC Hand delivery or by parcel: Via US mail: Sam Potts Highway PO Box 708 Lake Waccamaw, NC Lake Waccamaw, NC The undersigned hereby agrees to purchase the tract(s), parcel(s) or combination of parcels of real property listed herein which are offered for sale by this invitation for the amount entered below and on page 7. Accompanying this bid is an earnest money deposit in the amount of 10% of the undersigned's bid, which will be applied to the purchase price of the property if the bid is accepted. The successful bidder will be notified of the acceptance on or before 5:00 PM on Wednesday, November 25, Unsuccessful bidders will be notified as soon as possible but no later than 5:00 PM on Friday, November 27, 2015 and the bid deposit will be returned, by regular mail, without interest, promptly thereafter. The undersigned also certifies that he/she received a copy of the "INVITATION TO BID and has been offered an opportunity to review the Legal Description(s) and property maps. The undersigned understands and agrees to the terms and conditions found in the sale prospectus and do hereby incorporate by reference those terms and conditions in this offer to purchase. The undersigned further certifies that purchaser is aware that the acreage values listed herein are not warranted by the Seller or Seller s Agent. Purchaser also represents that Purchaser has dealt with no other broker in connection with this transaction unless in the capacity of BIDDER S agent as designated below, and to Purchaser s knowledge no other party claims a commission on the sale of this property. Purchaser shall indemnify Seller for any Broker claim. The undersigned hereby agrees to purchase the real property offered for sale by this Invitation to Bid for the dollar amount entered below or on page 9 and in accordance with the terms of the Invitation to Bid: BIDDER S NAME & ADDRESS: (Type or print please) AUTHORIZED AGENT S NAME & ADDRESS: (Type or print please) Company: Company: Name: Agent: Address: Address: Phone: Fax: Phone: Fax: BIDDER S SIGNATURE: AGENT S SIGNATURE: Bid Acceptance: This bid is accepted by Joyce Baldwin Properties, LLC : Page 6

7 Tract # Tract Name 1 Frank Baldwin Farm- N ATTACH THIS TABLE TO PAGE 6 TO COMPLETE BID SUBMISSION TOTAL TRACT AND ALL PROPERTY BIDS Bidders may bid on land and/or timber for any tract, multiple tracts, or all tracts offered for sale. Please enter your bid amount(s) and signature by each tract(s) you wish to purchase. +/- Acres 23.7 Contract price will be lump sum bid amount. Land Only Bid Amount Timber Only Bid Amount Land & Timber Combined Bid Amount Please Sign Here 2 Slade Swamp 3 Hallsboro Road Emerson Road Chickenfoot Road 1-5 Single Bid For Entire Property Successful bidder(s) will be determined by the highest bid or combination of bids. Seller reserves the right to reject any or all bids. Step 1: Enter your bid in all scenarios for which you wish to purchase. Step 2: Sign where designated for each tract on which you place a bid(s). Page 7

8 LOCATION MAP Joyce Baldwin Properties, LLC Bladen County, NC " Location Map, Oct-15 1 inch = 2,640 feet Miles State Rd Fields Rd Columbus Chickenfoot Rd Lesane Rd State Rd 1702 Tar Heel Rd 2. Slade Swamp Tract 66.6+/- GIS Acres PIN# Tract 5 Location Map 5. Chickenfoot Road Tract /- GIS Acres PIN# State Rd 1004 Baldwin Rd 1 State Hwy 87 Rico Rd Love St Jenkins Rd 1. Frank Baldwin Farm-North 22.2+/- GIS Acres PIN# Baldwin Elkins Rd State Rd 1720 Rico Rd State Rd 1721 State Rd Hallsboro Road Farm /- GIS Acres PIN# Rico Rd State Hwy 211 E Bladen Hallsboro Rd State Rd 1001 State Rd 1001 State Rd 1710 Elkton Rd Pig Palace Ln Farmers Union Rd Quill Moore Rd State Rd 1756 Blanks Dairy Rd State Rd 1757 State Rd 1755 Gladys Campbell Dr State Rd 1763 This map is not a survey and has not been reviewed by a local government agency for compliance with any applicable land development regulations. Baer Mill Dr Porterville School Rd Hoke Mears Rd Robeson Dillon Horry Mears Ln Graham Rd 4. Emerson Road Tract 25.6+/- GIS Acres PIN# Cumberland Susie Baldwin Rd 4 State Rd 1713 State Rd 1775 Bladen Columbus Sampson Pender Brunswick