2017 Reno/Sparks Association of REALTORS Form Updates Guide (Published January 2017)

Transcription

1 Reno/Sparks Association of REALTORS Form Updates Guide (Published January ) Our mission is to proactively enhance our members opportunity to be successful, ethical real estate professionals by delivering superior advocacy, education, programs, products and services. We envision the Reno/Sparks Association of REALTORS to be viewed as the premium REALTOR organization delivering highly valued knowledge and benefits to our customer - the REALTOR Community. P 1

2 Table of Contents The new year brings a significant change to the Residential and Vacant Land Acceptance Agreement and the Short Term Agreement to Occupy After Close of Escrow formerly known as the Occupy After Close of Escrow form. The 1 Risk Reduction Committee made great strides this year in continuing to provide members forms that will reduce risk in their day-to-day business activities. A separate guide has been created for change to the Commercial and Multi-Family Offer and Acceptance Agreement called Commercial Forms Update and Information Guide. New for is a Risk Reduction Form Request. If you have ideas on new forms or ways to improve the existing forms, this form will help the Committee prioritize their work for the year. This form is located at under Top Links or you can request one from info@rsar.realtor. New Forms Commercial Exclusive Right to Sell Page Vacant Land Due Diligence Resource Guide Page Major Changes to Current Forms Residential Offer and Acceptance Agreement Page - Clean Residential Offer and Acceptance Agreement Page - Clean Commercial Offer and Acceptance Agreement Page - Clean Multi-Family Offer and Acceptance Agreement Page - Clean Vacant Land Offer and Acceptance Agreement Page - Minor Changes to Current Forms Exclusive Right to Sell Page Lead Based Paint Addendum Page - Move In/Out Condition Form Page - Short Term Agreement to Occupy After Close of Escrow Page Residential Lease with Option to Purchase Page Minor Changes and Discontinued Form Page Risk Reduction Form Request Page Thank you Risk Reduction Committee Page 0 P

3 New Form Exclusive Right to Sell Commercial This new form is for a the exclusive right to sell commercial property which includes items that are not covered in our existing Exclusive Right to Sell Residential. Vacant Land Due Diligence Resource Guide This form replaces the Seller s Vacant Land Disclosure form. The previous form was too cumbersome and placed seller s in a position of trying to answer questions they may not know the answers to. This form is for the buyer to have a resource of agencies who can conduct inspections if the buyer chooses to. P

4 Major Form Changes Page 1: Throughout all the forms, the numeric and alphabetic fields will no longer have the alphabetic option. The numeric/alphabetic format is considered antiquated in today s business world. Page 1: Loan Terms - Added Type of loan and also deleted language that had no relevance to the transaction at time of offer. Page : Loan Approval - Renamed to Loan Contingency and re-written as a true contingency. P

5 Major Form Changes Page : Appraisal - Now Appraisal Contingency and re-written as a true contingency. Page : Loan and Appraisal Contingency Removal - A new section was added to remove the loan and appraisal contingency. Page : Sale of Other Property - Added and deleted language for buyers to accurately present their offer that is contingent on the sale of their existing home. Remember, if the offer is continent, the buyer is only choosing A OR B. P

6 Major Form Changes Page : Definitions and Counterparts and Signatures - Minor language changes for a more concise reference to electronic signatures. Page : Title and Closing - Allows for the split equally or other options. Page : Bonds and Assessments - Allows for the split equally or other options. Page : Home Warranty Contract - Allows for split equally or other options and deliver the warranty to escrow. P

7 Major Form Changes Page : Seller s Real Property Disclosure - Additional language to inform seller, the SRPD should be updated throughout the transaction if the seller becomes aware of new information as it relates to the property. Page : Inspections - Removes specific language of short sale to other for more flexibility. Page : Inspections - Adds Lead/Based Paint Assessment to inspection options. Page : Repairs - Deletes System and Maintenance from the repairs section. Page : Reinspections - Allows for the payment of re-inspections to be paid by buyer, seller, split or other. P

8 Major Form Changes Page : Physical Possession - Allows for adding the Agreement to Occupy after Close of Escrow. Page : Common-Interest Community Disclosure - Allows for the option to split equally. Page : Private Roads - Restructures the section and requires the seller to provide a road maintenance agreement to the buyer. Page : Tax Withholding - Now just references a percentage of seller s proceeds to be withheld as opposed to a specific amount to allow for the fluctuation of the requirement should it change again. Page : Expiration of Offer - Added reference to NRS that reinforces the duty to present all offers to the seller. P

9 Major Form Changes Page : Licensee Representation - Buyer s Licensee and Seller s Licensee has been updated to add Nevada license, and the term agent has been replaced with Licensee The following forms have been revised to reflect the changes that were made in the Offer and Acceptance Agreement Residential Property as required. P

10 RESIDENTIAL OFFER AND ACCEPTANCE AGREEMENT RECEIVED FROM, hereinafter designated as BUYER, the amount set forth below as EARNEST MONEY DEPOSIT on account of the PURCHASE PRICE OF $ for the real property situated in the City OR Unincorporated Area of, County of, State of Nevada, commonly described as, APN (legal description to be supplied in escrow). BUYER does, does not intend to occupy the property as a residence. EARNEST MONEY DEPOSIT Evidenced by Check or other payable to within one (1) business day of acceptance with. $ Authorized escrow holder to be selected by BUYER SELLER., held uncashed until acceptance and then deposited BALANCE OF CASH DOWN PAYMENT (not including closing costs) $ Source of down payment. CASH PURCHASE BUYER to provide evidence, satisfactory to SELLER, of sufficient cash available to complete this purchase within days of written acceptance. NEW FIRST LOAN PROCEEDS: TYPE Conventional FHA VA Rural Private $ Fixed Rate for years. Interest not to exceed %. Adjustable Rate for years. Initial Interest not to exceed % maximum lifetime rate not to exceed %. NEW SECOND LOAN PROCEEDS: TYPE Conventional FHA VA Rural Private $ Fixed Rate for years. Interest not to exceed %. Adjustable Rate for years. Initial Interest not to exceed % maximum lifetime rate not to exceed %. BUYER to lock loan terms within days of acceptance or BUYER agrees to pay prevailing rates. BUYER to pay discount points not to exceed %. SELLER to pay discount points not to exceed %. Any reduction in discount points at closing to be allocated proportionately. Loan origination fee not to exceed % paid by BUYER SELLER. SELLER agrees to pay up to $ to FHA or VA regulation. All remaining loan fees shall be paid as required by law, ordinance and/or regulation. in fees which cannot be paid by BUYER pursuant OTHER (Specify in Additional Terms and Conditions or Financing Addendum): $ TOTAL PURCHASE PRICE in the sum of (not including closing costs): $ CLOSING Close of Escrow to be. Unless otherwise agreed upon in writing, Close of Escrow date shall not change from the originally agreed upon closing date. Both parties shall deposit with the authorized escrow holder all funds and instruments necessary to complete the transaction in accordance with the terms herein. Address Page 1 of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. ROA 1/ P

11 LOAN CONTINGENCY This offer is contingent upon BUYER s ability to obtain financing. Within five () days of acceptance, BUYER agrees to (1) submit completed loan application, including all documentation, to a lender of BUYER's choice, () furnish a pre-approval letter to SELLER based upon a standard factual credit report, acceptable debt to income ratios and sufficient funds to complete transaction; and () authorize ordering of the appraisal. If BUYER fails to complete any of the above requirements, SELLER reserves the right to terminate this Agreement and both parties agree to cancel the escrow and return earnest money deposit to BUYER less expenses incurred by BUYER. BUYER consents to the lender s release of loan status and conditions of approval to SELLER and Brokers. SELLER has no obligation to cooperate with BUYER S efforts to obtain any financing other than as specified in this Agreement. APPRAISAL CONTINGENCY (BUYER Initial Required) Included Waived [ / ] [ / ] Appraisal fee to be paid by BUYER SELLER split equally other. It is expressly agreed, notwithstanding any other provisions of this contract, the BUYER shall not be obligated to complete the purchase of the property and shall not be in default in the performance of this Agreement if the appraised value of the property (excluding closing costs) is less than the amount specified as the purchase price. In the event that there are appraisal required repairs and BUYER and SELLER are unable to come to terms, BUYER shall not be obligated to complete the purchase of the property and shall not be in default in the performance of this Agreement. BUYER shall, however, have the option of proceeding with the consummation of the contract without regard to the amount of the appraised valuation. Any required appraisal re-inspections shall be paid by BUYER SELLER split equally other. LOAN AND APPRAISAL CONTINGENCY REMOVAL the loan and appraisal contingencies. Within days after acceptance BUYER shall remove CONTINGENT ON SALE AND CONVEYANCE OF OTHER PROPERTY This Agreement IS NOT contingent upon the sale and conveyance of BUYER's property; OR This Agreement IS contingent upon the sale and conveyance of BUYER's property described as. BUYER to select option A or B below. A. BUYER s property is in escrow scheduled to close on or before. The sale of BUYER s property is not contingent on the sale and conveyance of a third party s property. OR BUYER s property is in escrow is scheduled to close on or before. The sale of Buyer s property is contingent on the sale and conveyance of a third party s property. B. Is currently listed in the MLS System by a REALTOR. OR Will be listed within days in the MLS System by a REALTOR. If BUYER s property referenced above does not obtain an accepted offer with a scheduled closing on or before within days from acceptance of this offer, then this Agreement will terminate unless BUYER and SELLER otherwise agree in writing. SELLER shall have the right to continue to offer this property for sale and accept written backup offers only, subject to BUYER s rights under this Agreement. If the escrow on BUYER s property does not close by, this Agreement will terminate unless BUYER and SELLER otherwise agree in writing. BUYER shall provide information regarding the listing and escrow and related escrows for the contingent property, including but not limited to, closing date, loan status, inspections and all additional contingencies, on BUYER s property within days of this Agreement. BUYER authorizes SELLER or SELLER s Broker to obtain updates on BUYER s listing or escrow. If any of the contingencies in this section are not satisfied, SELLER reserves the right to terminate this Agreement and both parties agree to cancel the escrow and return the earnest money deposit to BUYER less expenses incurred by BUYER. Address Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. ROA / P

12 DEFINITIONS BROKER includes cooperating Brokers and all Licensees. DAYS means calendar days unless otherwise specified. BUSINESS DAY is a day other than a Saturday or Sunday or a day on which banks in Nevada are authorized or required by law to close. ACCEPTANCE (DATE OF ACCEPTANCE) means the date on which this Agreement and any other counter offers are fully executed and delivered. DELIVERY or RECEIPT shall mean personal delivery, transmission by facsimile (fax), electronic delivery, or certified mail to BUYER, SELLER, BROKER, or their representative. In the event of fax transmission, delivery shall be deemed to have occurred at the time noted on the confirmation sheet generated by the sender's fax. In the event of the use of certified mail, delivery and receipt shall be deemed to have occurred three () days following the date of mailing, evidenced by the postmark on the envelope containing the delivered material. In the event of electronic delivery, delivery and receipt shall be deemed to have occurred as set forth in Nevada Revised Statutes (NRS) Chapter.. COUNTERPARTS AND SIGNATURES BUYER and SELLER acknowledge and agree this Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same instruments. BUYER and SELLER agree that this transaction may be conducted by electronic means, and that signatures transmitted by electronic delivery shall be acceptable for all purposes under this Agreement. Signatures transmitted by electronic delivery shall be accepted as original signatures. VESTED TITLE Title shall vest as designated in Escrow Instructions. EXAMINATION OF TITLE In addition to any encumbrances referred to herein, BUYER shall take title to the property subject to: (1) Real Estate Taxes not yet due, and () Covenants, Conditions, & Restrictions (CC&Rs), rights of way, and easements of record, if any, which do not materially affect the value or intended use of the property. Within two () business days of acceptance, SELLER shall order a preliminary report from a title company and CC&Rs if applicable, for the property. Within five () days from BUYER's receipt of the preliminary report and CC&Rs, all exceptions shall be deemed approved unless written objection is delivered to SELLER's Broker within this five () day period. Should BUYER object to any exceptions, SELLER shall use due diligence to remove those exceptions before close of escrow. If those exceptions cannot be removed before close of escrow, BUYER may elect to purchase, subject to the existing exceptions or BUYER may elect to terminate all rights and obligations hereunder, and the deposit shall be returned to BUYER, less expenses incurred by BUYER to the date of termination. If SELLER is unwilling or unable to remove such objections, SELLER shall deliver written notification to BUYER's Broker within ten () days of receipt of the objections. TITLE AND CLOSING COSTS BUYER SELLER split equally other shall pay for a (Standard) owner s policy of title insurance. BUYER SELLER split equally other shall pay for a (Standard) lender s policy of title insurance. BUYER is aware additional coverage policies are available. All costs associated with additional coverage policies to be paid for by BUYER SELLER split equally other. Escrow Fee to be paid by BUYER SELLER split equally other. Transfer Tax(es) to be paid by BUYER SELLER split equally other. All remaining closing costs shall be paid in customary manner as required by law, ordinance and/or regulation. OMISSIONS FROM ESCROW INSTRUCTIONS The omission from escrow instructions of any provision herein shall not preclude any party from enforcing that provision. All written representations and warranties shall survive the conveyance of the property. BONDS AND ASSESSMENTS (Other than Common-Interest Communities) In the event there is a bond or assessment which has a principal balance or requires settlement in full prior to close of escrow, the bond or assessment shall be paid by SELLER BUYER assumed by BUYER if allowed split equally other. PRORATION Any and all rents, taxes, interest, homeowner association fees, payments on bonds and assessments assumed by BUYER, and other expenses of the property shall be prorated as of the date of recordation of the deed. Security deposits, advance rentals, or considerations involving future lease credits shall be credited to BUYER at close of escrow. REASSESSMENT OF PROPERTY TAX result in a tax increase or decrease. BUYER is advised the property may be reassessed in the future which may Address Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. ROA / P 1

13 HOME WARRANTY CONTRACT (BUYER Initial Required) Included Waived [ / ] [ / ] A home warranty contract, shall be selected by BUYER SELLER and paid for by BUYER SELLER split equally other. The home warranty demand shall be delivered to escrow and become effective at close of escrow for not less than one year, at a price NOT to exceed $ programs are available.. Brokers herein have informed both parties that such protection ITEMS NOT ADDRESSED Items of a general maintenance or cosmetic nature that do not materially affect value or use of the subject property, which existed at the time of acceptance and are not expressly addressed in this Agreement are deemed accepted by BUYER. FIXTURES All items permanently attached to the property as of this date including, but not limited to, light fixtures, attached floor coverings, central vacuum and related equipment, draperies, blinds and shades including window hardware, door and window screen(s), storm sash, combination doors, awnings, TV antenna(s), satellite dish, burglar, fire and smoke alarms, built-in pools and spas with related equipment, solar system(s), conforming woodstoves, intercom system, water softener system, attached fireplace screen(s), electric garage door opener(s) with control(s), outdoor plants and trees (other than in movable containers), OTHER are included in the purchase price, free of liens, EXCLUDING PERSONAL PROPERTY The following personal property, on the premises when inspected by BUYER, is included in the purchase price and shall be transferred to BUYER free of liens at close of escrow with no warranty implied as to the condition of any personal property after close of escrow: SYSTEMS AND MAINTENANCE Until possession is delivered, SELLER shall maintain the property in its entirety including, but not limited to, all existing structures, landscaping, grounds, appliances and systems. SELLER agrees to deliver the property in a neat and clean condition, and remove all debris and personal belongings. The following items are specifically excluded from the above: OIL AND PROPANE If applicable, any oil or propane existing at time of written acceptance, allowing for normal use up to close of escrow, will be purchased by BUYER included in the purchase price. If fuel is purchased by BUYER, SELLER to contact fuel company to measure existing fuel no later than five () days prior to close of escrow. Fuel credit amount to be submitted to title company for credit to SELLER for remaining fuel. SELLER'S REAL PROPERTY DISCLOSURE FORM SELLER will provide BUYER, at time of written acceptance, a completed Seller's Real Property Disclosure Form which, by this reference, shall be incorporated into this Agreement. BUYER shall return an acknowledged copy to SELLER or terminate this Agreement in writing within four () business days of receipt. SELLER is required to disclose any new defects between the time the Seller s Real Property Disclosure Form is executed and close of escrow. DISCLAIMER: BUYER understands that the Seller s Real Property Disclosure Form is for disclosure purposes and is not a substitute for property inspections by experts including, but not limited to, engineers, geologists, architects, general contractors, specialty contractors such as roofing contractors, and pest control operators. BUYER is advised to retain such experts that are believed appropriate. BUYER understands and acknowledges Brokers in the transaction cannot warrant the condition of the property or guarantee all defects have been disclosed by SELLER. Both parties acknowledge Brokers will not be investigating the status of permits, location of property lines, and/or code compliance. Page of Address Buyer [ / ] and Seller [ / ] have read this page. RSAR 01/ ROA / P 1

14 INSPECTIONS Acceptance of this offer is subject to the following reserved right. BUYER has the right to inspect the property, order all inspections, and select qualified professionals including, but not limited to, licensed contractors, certified building inspectors and any other qualified professionals who will inspect the property. BUYER shall indicate inspections to be included or waived in the list below. The following is not a comprehensive list of possible inspections; therefore, BUYER should add any additional inspections necessary to satisfy BUYER under OTHER. All inspections shall be completed and copies of all inspections shall be provided to both BUYER and SELLER at no additional expense to either party within days of the date of acceptance; OR within days of other contingency: Within the time frame specified above, BUYER shall deliver to SELLER in writing one of the following: A. approval of the inspections without requiring any repairs; OR B. approval of the inspections with Notice of Required Repairs or an Addendum listing all required repairs. SELLER shall respond in writing within five () business days of delivery; OR C. termination of this Agreement including an explanation how the condition(s) revealed by any inspection report materially and/or reasonably justify such a decision. If any inspection is not completed by the deadline, that inspection is deemed waived and SELLER is released from liability for the cost of repairs that inspection would have reasonably identified had it been conducted, except as otherwise provided by law. If BUYER acts reasonably in terminating the Agreement based upon objectionable conditions revealed by the inspection(s), BUYER is released from any and all obligations to SELLER and entitled to a refund of the earnest money deposit, less expenses incurred by BUYER. INSPECTIONS Included Waived N/A Paid By PEST INSPECTION BUYER SELLER HOME INSPECTION BUYER SELLER HEATING SYSTEM INSPECTION BUYER SELLER COOLING SYSTEM INSPECTION BUYER SELLER SURVEY Type BUYER SELLER WELL QUALITY BUYER SELLER WELL QUANTITY BUYER SELLER SEPTIC PUMPING BUYER SELLER SEPTIC INSPECTION BUYER SELLER SEPTIC LID LOCATION/REMOVAL BUYER SELLER FIREPLACE INSPECTION BUYER SELLER WOODBURNING DEVICE INSPECTION BUYER SELLER (In the event device does not meet all applicable codes and/or laws, the cost of its removal shall be the responsibility of SELLER. Stovepipe to be capped off at ceiling or fireplace to be restored to working order at SELLER's expense.) OIL TANK TEST Type BUYER SELLER (If oil tank needs to be filled to perform test, BUYER will, will not reimburse SELLER.) LEAD BASED PAINT ASSESSMENT OR INSPECTION BUYER SELLER OTHER BUYER SELLER OTHER BUYER SELLER [ / ] (Buyer Initials) BUYER affirms the above selections. SELLER agrees to provide reasonable access to the property to BUYER, as well as inspectors representing BUYER, for both inspections and re-inspections as provided in this Agreement and to representatives of lending institutions for appraisal purposes. SELLER agrees to have all utilities in service the day of inspection and until close of escrow. REPAIRS SELLER agrees to pay for and complete repairs in an amount NOT to exceed $ for all repair conditions indicated on Appraisal Report; Inspections, Final Walkthrough; and/or any defect identified in the Seller's Real Property Disclosure Form or discovered by SELLER but not disclosed in the Seller s Real Property Disclosure Form or which has been discovered to be materially worse than was indicated. A copy of repair invoices shall be delivered to BUYER prior to close of escrow. Brokers herein have no responsibility to assist in the payment of any repair, correction or deferred maintenance on the subject property which may have been revealed by the above inspections, agreed upon by BUYER and SELLER or requested by one party. Address Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. ROA / P 1

15 RE-INSPECTIONS (BUYER Initial Required) Included Waived [ / ] [ / ] SELLER shall have all agreed upon repairs completed no later than days prior to close of escrow and BUYER shall have the right to re-inspect. Re-inspections to be paid by BUYER SELLER split equally other. FINAL WALKTHROUGH BUYER shall have the right to a final walkthrough prior to close of escrow to ensure compliance with the terms of this Agreement. PHYSICAL POSSESSION Physical possession of the property, with keys to all property locks, community mailbox keys, alarms, and garage door opener(s), if applicable, shall be delivered to BUYER upon recordation of the deed; OR Short Term Occupancy Agreement; OR by Residential Lease/Rental Agreement. DESTRUCTION OF IMPROVEMENTS If the improvements of the property are destroyed, materially damaged, or found to be materially defective prior to close of escrow, BUYER may terminate the Agreement by written notice delivered to SELLER s Broker, and earnest money deposit shall be returned to BUYER. COMMON-INTEREST COMMUNITY DISCLOSURE The property is is not located in a Common-Interest Community. If so, complete the following: SELLER shall provide, at SELLER s expense, Common-Interest Community documents ( Resale Package ) as required by NRS 1.. SELLER shall order Resale Package within days of acceptance and deliver to BUYER upon receipt. Association transfer fees paid by BUYER SELLER split equally other. Association set up fees paid by BUYER SELLER split equally other. Other Association fees related to the transfer of the Common-Interest Community paid by BUYER SELLER split equally other. The amount of any delinquent assessments including penalties, attorney s fees, and other charges provided for in the management documents shall be paid current by SELLER at close of escrow. Existing Assessments levied shall be paid by BUYER SELLER split equally other. Assessments levied, but not yet due, shall be paid by BUYER SELLER split equally other. BUYER to have five () days from receipt of Resale Package for review. If BUYER does not approve the Resale Package, then written notice to cancel must be given within that same five () day period. AREA RECREATION PRIVILEGES AND RULES If applicable, SELLER shall relinquish, on or before close of escrow, recreation privileges, passes, identification cards or keys for access to common-interest community facilities and general improvements. Upon close of escrow, SELLER agrees to pay replacement charges for identification cards or keys that are not relinquished. BUYER shall become familiar with the current common-interest community facilities and general improvement policies regarding recreation privileges and associated costs prior to close of escrow. LAND USE REGULATION BUYER is advised the property may be subject to the authority of the federal government, state, county, city and/or the various courts having jurisdiction. These governmental entities, from time to time, have adopted and revised land use and environmental regulations that may apply to the property. Due to the uncertain effect of land use and environmental regulations that may apply to the property and may affect BUYER's intended use of the property. BUYER is advised to research the possible effect of applicable land use and environmental regulations. Broker makes no representations or warranties regarding the existing permissible uses or future revisions to the land use regulations. ENVIRONMENTAL CONDITIONS BUYER is advised the property may be located in an area found to have special flood hazards as indicated by FEMA, avalanche conditions, freezing temperatures, snow loads, seismic activity and/or wildland fires. It may be necessary to purchase additional insurance in order to obtain a loan secured by the property from any federally regulated financial institution or a loan insured or guaranteed by an agency of the U.S. Government. For further information, consult your lender, insurance carrier or other appropriate agency. WATER METERS BUYER may be required, at some future date, to incur the costs of installation of water meters and/ or conversion to metered rates. Address Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. ROA / P 1

16 WELLS Many factors may affect the performance of a well system. If the property includes a well, BUYER may be required, at some future date, to incur the costs of connecting the property to a public water system. See Information Regarding Private Well and Septic System. ADDITIONAL FEES Some areas may include/impose additional fees or charges for the remediation of water systems. SEPTIC SYSTEMS If the property includes a septic system, BUYER may be required, at some future date, to incur the costs of connecting the property's plumbing to a public sewer system. See Information Regarding Private Well and Septic System. At close of escrow, BUYER assumes all future costs associated with water meters, wells and septic systems. PRIVATE ROADS SELLER shall disclose if the property shares a common road or access driveway or right of way with other property. If a road maintenance agreement exists, SELLER to provide the agreement to BUYER. WATER RIGHTS agreement. ADDITIONAL TERMS AND CONDITIONS: Water rights, if any, to be included with the property unless specifically excluded by deed or mutual Address Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. ROA / P

17 TAX WITHHOLDING (FIRPTA) Unless the property is acquired for use as a primary residence and is sold for no more than $00,000, SELLER agrees to provide BUYER with (a) Non-Foreign Seller Affidavit, or (b) Withholding Certificate Form from the Internal Revenue Service stating that withholding is not required. In the event none of the foregoing is applicable, BUYER requires a percentage of SELLER s proceeds to be withheld by escrow to comply with the FOREIGN INVESTMENT AND REAL PROPERTY TAX ACT (IRC Section 1). TAX DEFERRED EXCHANGE In the event BUYER or SELLER wishes to enter into an IRC tax deferred exchange for the real property described herein, each of the parties agrees to cooperate with the other party in connection with such exchange, including the execution of documents as may be reasonably necessary to effectuate the same. Provided that the other party shall not be obligated to delay the closing, all additional costs in connection with the exchange shall be borne by the party requesting the exchange, and the other party shall not be obligated to execute any note, contract, deed, or other document providing for any personal liability which would survive the exchange. The other party shall be indemnified and held harmless against any liability arising or is claimed to have arisen on account of the acquisition of ownership of the exchange property. VERIFICATION OF INFORMATION Any information relating to square footage, land or its use, and/or improvements of the land are approximate or estimates only, and neither SELLER nor Brokers involved make any representation or guarantee regarding the accuracy. Any oral or written representations by SELLER or Brokers regarding age of improvements, size, and square footage of parcel or building, or location of property lines, may not be accurate. Apparent boundary line indicators such as fences, hedges, walls, or other barriers may not represent the true boundary lines. Brokers are not obligated to investigate the status of permits, zoning, or code compliance. BUYER to satisfy any concerns with conditions that are an important or critical element of the purchase decision. BUYER has not received or relied upon any representations by either Brokers or SELLER with respect to the condition of the property which are not contained in this Agreement or in any attachments. The information contained in the Multiple Listing Service, computer or advertisements, and feature sheets pertaining to this property are not warranted or guaranteed by Brokers. Errors and/or omissions in inputting information, while uncommon, are possible. BUYER shall be responsible for verifying the accuracy of pertinent information. Deposit of all funds necessary to close escrow shall be deemed as final acceptance of the property. SELLER agrees to hold all Brokers in the transaction harmless and to defend and indemnify them from any claim, demand, action or proceedings resulting from any omission or alleged omission by SELLER's statements. NEVADA LAW TO APPLY Nevada law shall apply to the interpretation and enforcement of this Agreement. MEDIATION For information purposes only. If a dispute arises out of or relates to this Agreement, or its breach, the parties are aware that the local Association of REALTORS has a Dispute Resolution Service (DRS) available. A DRS brochure is available upon request. ATTORNEY FEES In the event either party is required to engage the services of an attorney to enforce this Agreement, the prevailing party in any proceeding shall be entitled to an award of reasonable attorney's fees, legal expenses and costs. CODE OF ETHICS Not all real estate licensees are REALTOR(S). A REALTOR is a member of the National Association of REALTORS and therefore subscribes to a higher ethical standard in the industry, known as the REALTOR Code of Ethics. To receive a copy of the REALTOR Code of Ethics, ask your real estate professional or the local Association of REALTORS. PROFESSIONAL CONSULTATION ADVISORY A real estate Broker is qualified to advise on real estate. The parties are advised to consult with appropriate professionals including, but not limited to, engineers, surveyors, appraisers, lawyers, CPAs, or other professionals, on specific topics including, but not limited to, land use regulation, boundaries and setbacks, square footage, physical condition, legal, tax, water rights and other consequences of the transaction. Address Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. ROA / P

18 THE FOLLOWING HAVE BEEN RECEIVED AND ACKNOWLEDGED BY BUYER: Common Interest-Community Information Statement "Before You Purchase Property Consent to Act Duties Owed by a Nevada Real Estate Licensee Environmental Contact List HUD Inspection For your Protection: Get a Home Inspection Information Regarding Private Well and Septic System Residential Disclosure Guide Other Other THE FOLLOWING ADDENDA AND EXHIBITS SHALL BE INCORPORATED Lead-Based Paint Disclosure Statement (for properties built prior to ) Range Land Disclosure Residential/Lease Rental Agreement Seller Financing Addendum (Residential) Short Sale Addendum to the Offer and Acceptance Agreement Short Term Agreement to Occupy After Close of Escrow Used Manufactured/Mobile Home Disclosure Other Other CONDITIONS SATISFIED OR WAIVED IN WRITING Each condition, contingency, approval and disapproval shall be satisfied according to its terms unless waived in writing by the beneficiating party within the time limits specified, or an extension in writing is agreed to by the parties. Each party shall diligently pursue the completion of this transaction. ENTIRE AGREEMENT This document and the documents incorporated and attached contain the entire Agreement of the parties and supersede all prior Agreements or representations with respect to the property which are not expressly set forth herein. This Agreement may be modified only in writing, signed and dated by both parties. Both parties acknowledge that they have not relied on any statements of any real estate Brokers which are not herein expressed. BUYER acknowledges having read and approved each of the provisions of this Agreement and agrees to purchase the described property for the price and on the terms and conditions specified. SELLER DEFAULT If SELLER defaults in the performance of this Agreement, BUYER shall have the right to recover from SELLER all of BUYER s actual damages that BUYER may suffer as a result of SELLER s default, and to pursue any and all other remedies available at law or in equity (including specific performance). BUYER DEFAULT BUYER must initial only one of the following. If BUYER defaults in the performance of this Agreement SELLER shall have the right to: A. [ / ] (Buyer Initials) Liquidated Damages: SELLER may retain, as its sole legal recourse, the earnest money deposit. BUYER and SELLER hereby acknowledge that SELLER s actual damages would be difficult to measure and that the earnest money deposit is a fair and reasonable estimate of such damages. OR B. [ / ] (Buyer Initials) Actual Damages: SELLER shall have the right to recover from BUYER all of SELLER s actual damages that SELLER may suffer as a result of BUYER s default, and to pursue any and all other remedies available at law or in equity. TIME IS OF THE ESSENCE Time is of the essence of this Agreement. SELLER has agreed, by separate listing agreement, to pay real estate commissions for services rendered, at close of escrow. As published in the MLS, % of the accepted price, or $, shall be paid to BUYER's real estate company,, irrespective of the agency relationship. Address Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. ROA / P

19 EXPIRATION OF OFFER accepted, including delivery thereof, to BUYER or to on/or before A.M. P.M. on. Per NRS. all offers must by presented to SELLER. This offer shall expire unless BUYER DATE TIME BUYER DATE TIME BUYER's Representation: BUYER s Licensee Name BUYER s Broker Name BUYER s Licensee Nevada License # BUYER s Broker Nevada License # Phone Fax Company Name BUYER s Licensee BUYER s Licensee Signature Office Address City/State/Zip SELLER'S ACCEPTANCE, COUNTER OFFER OR REJECTION OF AGREEMENT SELLER acknowledges having read and approved each of the provisions of this Agreement. Authorization is hereby given Brokers in this Agreement to deliver a signed copy to BUYER and to disclose the terms of sale to members of a Multiple Listing Service or Association of REALTORS at close of escrow. SELLER to check one of the following options and date, time and sign this Agreement. Acceptance of Offer SELLER accepts this offer to purchase, agrees and has the authority to sell the above described property on the terms and conditions as stated herein. Counter Offer SELLER signs this offer subject to a Counter Offer dated. Rejection SELLER rejects the foregoing offer. SELLER DATE Time SELLER DATE Time SELLER's Representation: SELLER s Licensee Name SELLER s Broker Name SELLER s Licensee Nevada License # SELLER s Brokers Nevada License # Phone Fax Company Name SELLER s Licensee (Print Name) (Licensees acknowledgement of receipt of deposit) (Print Name) Office Address City/State/Zip Page of Address RSAR 01/ ROA / P

20 COMMERCIAL/INVESTMENT PROPERTY PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Date Prepared: RECEIVED from ("BUYER"), the sum of $ evidenced by Cash Check other, on account of the PURCHASE PRICE of $ ( Purchase Price ) for that certain land, improvements, and personal property, if any, situated in the City, Unincorporated Area of, County of, State of Nevada, and more particularly described as follows: Address: consisting of approximately square feet of building(s) on approximately square feet of land, APN(s) (Property) upon following TERMS and CONDITIONS: 1. PURCHASE TERMS 1.1 EARNEST MONEY DEPOSIT $ To be deposited within one (1) business day from Acceptance with Escrow Holder. Initial earnest money deposit shall be deposited by BUYER, Other 1. ADDITIONAL EARNEST MONEY DEPOSIT: $ Additional Earnest Money Deposit shall be increased Within days from Acceptance, OR upon removal of all contingencies in writing, OR other Additional earnest money deposit to be deposited with Escrow Holder and applied to the Purchase Price at Close of Escrow. 1. BALANCE OF CASH PAYMENT $ 1. EXISTING FINANCING Existing First Note, terms and conditions as specified. $ Existing Second Note, terms and conditions as specified. $ Buyer shall take the title to the Property pursuant to the attached Existing Financing Addendum. 1. SELLER FINANCING $ Terms and conditions as specified. BUYER shall give SELLER a deed of trust (Purchase Money Deed of Trust) on the Property, to secure The promissory note of BUYER to SELLER pursuant to the Seller Financing Addendum (Commercial). 1. NEW LOAN $ Contingent upon the terms and conditions as specified. This offer is contingent upon BUYER obtaining a new loan. In the event BUYER is obtaining a New Loan, and in the event the amount of the New Loan obtained is greater than the amount set forth and the excess is paid to SELLER, the Purchase Money Note, if one is called for in this transaction, shall be reduced by the excess of the actual face amount of the New Loan over such amount as designated. BUYER agrees to diligently pursue obtaining the new loan. BUYER shall, within days from Acceptance deliver to SELLER a commitment letter from lender of BUYER s choice. If BUYER fails to deliver the commitment letter to SELLER and Escrow Holder, in writing within the above time frame, this Agreement shall be terminated and BUYER shall be entitled to the prompt return of BUYER s Earnest Money Deposit and any other funds deposited by or for BUYER with Escrow Holder or SELLER, plus any interest earned, less only Escrow Holder and Title Company cancellation fees and costs, which BUYER shall pay. 1. TOTAL PURCHASE PRICE $ Any net difference between the approximate balances of encumbrances (not including closing costs) shown above which are to be assumed or taken subject to, and the actual balances of the encumbrances at Close of Escrow, shall be adjusted in cash. Nevada is a Good Funds State pursuant to Amended Section 1 of the NRS Statute. In order to comply and close your transaction timely escrow company will require all closing funds to be tendered to escrow by electronic wire transfer. Page 1 of 1 Property Address Buyer [ / ] and Seller [ / ] have read this page. RSAR 01/ CO&A 1/1 P

21 DEFINITIONS (unless stated otherwise in this document) BROKER OR LICENSEE includes cooperating Brokers, and Licensees. DAYS means calendar days unless otherwise specified. If the (a) stated Close of Escrow date or (b) last day for the performance of an act falls upon a day during which normal business is not performed then the Close of Escrow date or such last day, will be the next following regular business day. ACCEPTANCE (DATE FROM ACCEPTANCE) means the date SELLER accepts the offer or counter offer is accepted by both BUYER and SELLER. DELIVERY or RECEIPT shall mean personal delivery, transmission by facsimile (fax), electronic delivery, or certified mail to BUYER, SELLER, BROKER or their representative. In the event of fax transmission, delivery shall be deemed to have occurred at the time noted on the confirmation sheet generated by the sender's fax. In the event of the use of certified mail, delivery and receipt shall be deemed to have occurred three days following the date of mailing, evidenced by the postmark on the envelope containing the delivered material. In the event of electronic delivery, delivery and receipt shall be deemed to have occurred as set forth in Nevada Revised Statutes.. CLOSE OF ESCROW (CLOSING, COE) means the date title is transferred. The SINGULAR includes the plural. MASCULINE includes the feminine. TERMINATING THE AGREEMENT means that both BUYER and SELLER are relieved of their obligations. PROPERTY, unless the context indicates otherwise, means all easements, appurtenant rights, and all improvements, including all buildings and any appurtenant rights, all other improvements, all personal property owned by SELLER and used in the operation or maintenance and management of the real property, and all contract or lease rights, agreements, water rights (unless specifically stated otherwise within this Agreement), mineral rights, utility contracts or other rights relating to the ownership, use and operation of the real property, governmental permits, approvals and licenses, if any and all intangible property rights used in connection with the land and the improvements thereon without limitation, all trade names and trade marks, including the name of the real property, the plans and specifications and other architectural and engineering drawings for the improvements, if any, and warranties, if any. CC&Rs (Covenants, Conditions, and Restrictions) means private deed restrictions placed on the property. PROPERTY OWNERS ASSOCIATION is an association of people who own property in a given area, formed for the purpose of improving or maintaining the area. ASSIGNEE when used as and/or with BUYER s name, shall allow BUYER to assign its interest without the consent of SELLER. DATE PREPARED is for reference only. N/A signifies Not Applicable. Buyer or Seller (BUYER or SELLER) and other defined words, when first letter is capitalized in this agreement, is the same as the whole word being capitalized. COUNTERPARTS AND SIGNATURES BUYER and SELLER acknowledge and agree this Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same instruments. BUYER and SELLER agree that this transaction may be conducted by electronic means, and that signatures transmitted by electronic delivery shall be acceptable for all purposes under this Agreement. Signatures transmitted by electronic delivery shall be accepted as original signatures.. ESCROW AND CLOSE OF ESCROW Close of Escrow will be days from Acceptance. On or before days prior to Close of Escrow, BUYER and SELLER shall deposit with an authorized Escrow Holder, to be selected by BUYER, SELLER, all funds and instruments necessary to complete the sale in accordance with the terms of this Agreement. BUYER and SELLER shall open an escrow with ("Escrow Holder"), ("Escrow Officer"). Escrow Fee to be paid by BUYER, SELLER, % by BUYER and % by SELLER. Property Transfer Tax to be paid by BUYER, SELLER, % by BUYER and % by SELLER. Premium for a standard coverage owner s or joint protection policy of title insurance shall be paid by BUYER, SELLER, % by BUYER and % by SELLER. All remaining closing costs shall be paid in customary manner and/or as required by law, ordinance and/or regulation..1 Escrow Holder is authorized and instructed to conduct the Escrow in accordance with this Agreement, applicable law, custom and practice of the community in which the Property is located, including any reporting requirements of the Internal Revenue Code.. This Agreement shall serve as Escrow Instructions.. If this transaction is terminated for non-satisfaction or non-waiver of BUYER s Contingency, neither BUYER nor SELLER shall have any liability to the other under this Agreement, except to the extent of the breach of any covenant or warranty in this Agreement that may have been involved. In the event of such termination, SELLER shall promptly refund all funds deposited by or on behalf of BUYER with a Broker, Escrow Holder or SELLER, less only Title Company and Escrow Holder cancellation fees and costs, all of which shall be BUYER s obligation. Property Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A /1 P

22 Close of Escrow shall occur on the expected Close of Escrow Date; provided however, that if the Close of Escrow does not occur by the expected Close of Escrow date and the expected Close of Escrow date is not extended by mutual instructions of BUYER and SELLER, a Party not then in default under this Agreement may notify the other Party, Escrow Holder, and Broker, in writing that, unless Close of Escrow occurs within five () days following the notice, the Escrow and this Agreement shall be deemed terminated without further notice or instructions.. If this Agreement and Escrow is terminated, Escrow Holder shall return all monies and documents, less only Escrow Holder s reasonable fees and expenses, to the party who deposited them unless stated otherwise in this Agreement. However, no refunds or documents shall be returned to a party claimed by written notice to Escrow Holder to be in default under this Agreement.. BUYER and SELLER shall each, diligently and in good faith, undertake all actions and procedures reasonably required to place the Escrow in condition for Close of Escrow as and when required by this Agreement. BUYER and SELLER agree to provide all further information, and to execute and deliver all further documents and instruments, reasonably required by Escrow Holder or the Title Company.. EVIDENCE OF TITLE On the date of Close of Escrow, Escrow Holder shall issue title insurance, to be in the form of a CLTA (ALTA Standard Policy) or ALTA Extended Policy of Title Insurance, insuring BUYER's title to the Property in an amount equal to the full purchase price. The title policy shall insure that BUYER has good and marketable title to the Property subject only to the exceptions authorized. In the event of Seller Financing, the policy of title insurance shall be a joint protection policy insuring both BUYER and SELLER. Note: BUYER should discuss the choice of policy with the title company of BUYER s choice at the time escrow is opened. BUYER is aware that additional coverage policies are available. All cost associated with additional coverage policy to be paid by BUYER, SELLER, split % by BUYER and % by SELLER..1 As soon as reasonably possible following opening of Escrow, but not to exceed days from Acceptance, SELLER, at SELLER s expense, shall furnish to BUYER a Preliminary Report on the Property (Report). BUYER shall have days of Acceptance to notify SELLER and Escrow Holder in writing of BUYER s reasonable disapproval of any exceptions. Failure of BUYER to disapprove in writing any exceptions within the time period shall be deemed to be an approval of the Report. In the event BUYER disapproves any exception in the Report, and notifies SELLER in writing within the time period, SELLER shall use due diligence to remove such exceptions at SELLER s expense. SELLER shall have days from Acceptance to remove the exceptions. But if such exceptions cannot be removed, or SELLER refuses to remove or correct the exceptions, by this date, all rights and obligations herein may, at the election of BUYER, terminate and deposit shall be returned to BUYER, unless BUYER elects to purchase the Property subject to such exceptions.. The manner of taking title may have significant legal and tax consequences. BUYER should obtain advice from legal or tax counsel regarding this matter. Title shall vest as designated by BUYER.. BUYER shall take title to the Property subject to: (1) Real Estate Taxes not yet due and () Covenants, Conditions, Restrictions, rights of way, and easements of record.. PHYSICAL POSSESSION Physical possession shall be delivered to BUYER upon recordation of the deed or other: subject to the rights of tenants under existing leases.. FIXTURES All items permanently attached to the property, including but not limited to, those items deemed fixtures under state law, such as electrical distribution systems, space heaters, air conditioning equipment, carpets, stair runners, window coverings (blinds, drapes, screens, shades and hardware), wall coverings, combination doors, solar systems, directwired systems, burglar and fire alarm systems (unless leased), fire and smoke alarms, outdoor plants and trees (other than in movable containers), are included in the purchase price free of liens, excluding: Property Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A /1 P

23 CONTINGENCIES TO CLOSE OF ESCROW Note: Close of Escrow is contingent upon the satisfaction or waiver of the following contingencies. All contingencies not accepted, waived, or rejected in writing within the allotted time shall be deemed waived by BUYER, unless stated otherwise. BUYER Included [ / ].1 SOIL INSPECTION Within days from Acceptance, a soil report shall be ordered and directed by BUYER, SELLER, and paid by BUYER, SELLER. BUYER shall deliver to SELLER written approval or disapproval of soil report, within days from Acceptance. SELLER shall promptly provide to BUYER copies of any existing soil reports that SELLER may have in its possession. BUYER Included [ / ]. SURVEY (Initial Option A or B ) (A) [ / ] BUYER shall provide written approval or disapproval, within days from Acceptance of the supporting documents of an ALTA title supplement based upon a survey prepared to American Land Title Association (ALTA) standards for an owner s policy by a licensed surveyor, showing the legal description and boundary lines of the Property, any easements of record, and any improvements, poles, structures and things located within ten () feet either side of the Property boundary lines. The survey shall be ordered and directed by BUYER, SELLER, and paid by BUYER, SELLER. BUYER may elect within the period allowed for BUYER s approval of a survey to have an ALTA extended coverage owner s form of title policy, in which event BUYER shall pay any additional premium attributable thereto. OR (B) [ / ] Corners Marked. The marking of the Property corners shall be ordered and directed by BUYER, SELLER, and paid by BUYER, SELLER. BUYER Included [ / ]. INVESTIGATION AND APPROVAL OF COMMON-INTEREST PROPERTIES SELLER shall deliver to BUYER the Covenants, Conditions and Restrictions (CC&Rs), common-interest property regulations, Property Owners Association regulations, management company name and contact information, and any other documents having a material effect on the Property to BUYER within days from Acceptance. BUYER shall have days from Acceptance to investigate the status and regulations of any common-interest property regulations, CC&Rs, Property Owners Association regulations, and any other related documents, and to notify SELLER and Escrow Holder in writing of BUYER s reasonable disapproval of same..a OWNERS ASSOCIATION DISCLOSURE At time of Acceptance, SELLER shall deliver to BUYER an Addendum to Purchase Agreement for Common-Interest Properties, which by this reference shall be incorporated into this Agreement. Association transfer fee of $ to be paid by BUYER, SELLER. The amount of any delinquent assessments including penalties, attorney s fees, and other charges provided for in the management documents shall be paid current by SELLER at Close of Escrow. BUYER Included [ / ]. ENVIRONMENTAL CONDITIONS Within days from Acceptance, an environmental report (Phase 1 report) will be ordered and directed by BUYER, SELLER, and paid by BUYER, SELLER. BUYER shall deliver written approval or disapproval, within days from Acceptance, of the environmental report concerning the Property and relevant adjoining properties. An Environmental and/or Hazardous condition for purposes of this Agreement is defined as any condition whose nature and/or quantity of existence, use, manufacture, disposal or effect, render it subject to Federal, state or local regulation, investigation, remediation or removal as potentially injurious to public health or welfare. The location of a Hazardous condition for purposes of this Agreement is defined as the existence on, under, or adjacent to the Property of an environmental condition that would require remediation and/or removal under applicable Federal, state, or local law. Property Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A /1 P

24 BUYER and SELLER should seek the advice of independent experts experienced in conducting environmental site assessments regarding appropriate investigation of and the potential presence and/or effect of toxic, hazardous substances, noxious weeds, or other environmental conditions on real property and any improvements to be purchased. BUYER and SELLER acknowledge that extensive local, state and Federal legislation establish broad liability upon owners and/or users of real property for the investigation and remediation of an environmental condition. The determination of the existence of an environmental condition and the evaluation of the impact of such a condition are highly technical and require the advice and expertise of legal or technical specialists who have proven experience with environmental site assessments. BUYER and SELLER acknowledge and agree that they have been advised by the Licensees to consult with technical and legal experts with respect to the possible environmental condition aspects of the Property or adjoining properties, and BUYER and SELLER are not relying upon any investigation by or statement of the Licensees with respect thereto. Licensee has not offered any information regarding, and Licensee shall have no liability whatsoever with respect to any environmental conditions. BUYER and SELLER hereby release and shall hold Licensee harmless for or related to environmental conditions affecting the Property or BUYER s respective interests herein. BUYER and SELLER assume all responsibility for the impact of such environmental conditions upon their respective interests herein. BUYER is encouraged to make All Appropriate Inquiries as required under the Comprehensive Environmental Response, Compensation, and Liability Act of 0 (CERCLA) ( USC 01 et. seq.) and regulations promulgated pursuant thereto. Such Appropriate Inquires must include, but not be limited to, obtaining a Phase 1 Environmental Site Assessment (ESA) pursuant to the American Society for Testing and Materials Standards Practice for Environmental Site Assessments: Phase 1 Environmental Site Assessment Process (Standard E1-0). Failure to conduct All Appropriate Inquiries as required under CERCLA may result in BUYER being unable to assert the Bona Fide Prospective Purchaser or Innocent Landowner defense under CERCLA or companion state statutes. BUYER is advised to consult an attorney for further information. BUYER Included [ / ]. INCOME AND EXPENSE STATEMENT SELLER shall, within days from Acceptance, deliver to BUYER a true and complete statement of income and expenses of the Property for the prior year(s) and year to date for BUYER's approval within days from Acceptance. BUYER's obligations are conditioned upon approval of the statement. BUYER shall be deemed to have approved the statement unless written notice to the contrary is delivered to SELLER or SELLER s Licensee within the time period, in which case, BUYER may cancel this Agreement and BUYER shall be entitled to return of the deposit less expenses, and both BUYER and SELLER shall be relieved of all obligations. BUYER Included [ / ]. EXISTING LEASES Within days from Acceptance, SELLER shall deliver to BUYER, for BUYER s approval, legible copies of all existing leases, subleases and rental agreements for the Property, as well as copies of all outstanding notices sent to tenants, and a written statement of all oral agreements, incurred defaults by SELLER or tenants, claims made by or to tenants, and a statement of all tenants' deposits held by SELLER, all of which SELLER warrants to be true and complete. BUYER s obligations under this Agreement are conditioned upon approval of existing leases. BUYER shall be deemed to have approved the documents unless written notice to the contrary is delivered to SELLER or SELLER s Licensee within days from Acceptance, in which case BUYER shall be entitled to return of the deposit less any expenses, and both BUYER and SELLER shall be relieved of all obligations. BUYER Included [ / ]. ESTOPPEL CERTIFICATE(S) SELLER shall deliver to BUYER and Escrow Holder within days an Estoppel Certificate(s), as provided by BUYER, executed by each tenant of the Property. BUYER Included [ / ]. APPRAISAL Appraisal fee to be paid by BUYER, SELLER. It is expressly agreed that, notwithstanding any other provisions of this Agreement, BUYER shall not be obligated to complete the purchase of the Property described in this Agreement or to incur any penalty by forfeiture of earnest money deposits if the appraised value of the Property, excluding closing costs, is less than the amount specified as the Purchase Price. BUYER shall, however, have the option of proceeding with the consummation of this Agreement without regard to the amount of the appraised valuation. Appraisal report shall be completed within days from Acceptance. Property Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A /1 P

25 BUYER Included [ / ]. EXISTING CONTRACTS AND AGREEMENTS Copies or written descriptions of all existing written contracts and oral contracts and/or agreements by SELLER regarding the Property shall be provided to BUYER by SELLER within days from Acceptance. BUYER shall have days from Acceptance of the contracts and agreements to accept or reject the same. BUYER Included [ / ]. PRIOR INSPECTIONS SELLER shall within days from Acceptance, provide BUYER with copies of all prior inspections and reports (for information purposes only) in the possession of or readily available to SELLER, if any. BUYER Included [ / ]. COMMERCIAL DISCLOSURE/ENVIRONMENTAL SELLER shall deliver to BUYER within days from Acceptance the completed Commercial Disclosure/Environmental Form. BUYER Included [ / ].1 WALKTHROUGH INSPECTION BUYER will have the right to conduct a walkthrough inspection of the property within days prior to Close of Escrow, to verify SELLER s compliance with the provisions within this Agreement. Utilities are to remain turned on until Close of Escrow. BUYER Included [ / ].1 FEASABILITY PERIOD AND ADDITIONAL INSPECTIONS Unless stated otherwise, BUYER shall, at BUYER s expense, have the right to order any and all inspections BUYER deems necessary, to be completed by experts, including but not limited to, engineers, geologists, architects, contractors, surveyors, and structural pest control operators to inspect the Property for any structural and non-structural conditions, including matters concerning, but not limited to, roofing, electrical, plumbing, heating, cooling, appliances, utility expenses, boundaries, structural inspection reports, roof inspection, Phase I Environmental Report on Hazardous Wastes and Materials, A.D.A. (Americans with Disabilities Act) Report, asbestos testing report, lead based paint report, radon report, mold inspection, wood stove inspection, flood hazard zone, seismology report and/or earthquake fault information, electromagnetic field report, water quality/quantity report, and septic systems inspection. During the feasibility period, BUYER shall investigate and obtain all necessary approvals and permits from governmental agencies or departments which have or may have jurisdiction over the Property which BUYER deems necessary or desirable in connection with the intended use of the Property including, but not limited to: permits, approvals required with respect to zoning, planning, building and safety, fire, law enforcement, handicapped access, transportation and environmental matters. BUYER s failure to deliver to Escrow Holder and SELLER written notice terminating this Agreement prior to the expiration of the time period as a result of BUYER s failure to obtain such approvals and permits shall be conclusively deemed to be BUYER s waiver of this condition to BUYER s obligations under this Agreement. Reports shall be approved, rejected, or waived by BUYER days from Acceptance. BUYER shall furnish SELLER and SELLER s Licensee, at no cost to SELLER, copies of inspections and reports obtained, along with list(s) itemizing all repairs requested by BUYER as indicated by inspections and reports within days from Acceptance. SELLER agrees to pay an amount NOT to exceed the total sum of $ for all repair conditions indicated in the reports, and any defect discovered or defect which has become worse than was originally indicated. Any needed repairs, remediation, or corrective action identified by the reports in excess of the above stated dollar amount shall be at BUYER s expense. However, if repair expenses are considered excessive by BUYER, BUYER may terminate this Agreement at BUYER s discretion unless SELLER agrees to repairs, at SELLER s expense, by written addendum to this Agreement. If not completed by Close of Escrow, funds shall be held in Escrow, unless otherwise disallowed by Lender, and disbursed by Escrow Holder upon mutual agreement of BUYER and SELLER. Any certification or other proof of completion of repairs shall be delivered to the Licensees of BUYER and SELLER Property Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A /1 P

26 BUYER Included [ / ].1 SALE OF BUYER S PROPERTY AS SELLERS CONTINGENCY TO CLOSE OF ESCROW (A) Close of Escrow of this Agreement is subject to the sale and conveyance of "BUYER's Property" described as: (Address/Name) within the time specified for Close of Escrow of SELLER's property. (B) SELLER shall have the right to continue to offer the Property for sale and to accept offers subject to the rights of BUYER. Should SELLER accept such an offer, BUYER shall be given written notice of such acceptance. In the event BUYER will not waive this condition in writing within days of receipt of such notice, this Agreement shall be terminated and all deposits be returned to BUYER and Escrow cancelled. Notice may be personally delivered or mailed by certified mail and addressed to BUYER, care of BUYER s Licensee identified herein. All of the contingencies specified in the above subparagraphs are for the benefit of, and may be waived by BUYER, and may be referred to as "BUYER Contingencies in this Agreement.. PROBATE/CONSERVATORSHIP SALE In the event that this sale is subject to Probate/Conservatorship sale, BUYER is aware of the following: (a) Court Approval; (b) Competitive Bidding; (c) As Is, Where Is, Current Condition. Should the sale be a Probate/Conservatorship sale, SELLER shall furnish to BUYER within days from Acceptance, all required court documents regarding the sale.. REPRESENTATION AND WARRANTIES OF SELLER.1 SELLER S WARRANTIES AND REPRESENTATIONS SELLER s warranties and representations shall survive the Close of Escrow and delivery of the deed and, unless otherwise noted in this Agreement, are true, material and relied upon by BUYER and Licensee in all respects, both as of the Date of Agreement, and as of the date of Close of Escrow. SELLER makes the following warranties and representations to BUYER and Licensee. (a) Authority of SELLER SELLER is the owner of the Property and has the full right, power and authority to sell, convey and transfer the Property to BUYER, and to perform SELLER s obligations. Each person signing this Agreement on behalf of an entity constituting either BUYER or SELLER warrants that: (i) the entity is duly authorized to sign and deliver this Agreement on behalf of the entity, in accordance with a duly adopted resolution of the board of directors or the bylaws of the corporation in the case of a corporation, in accordance with the resolutions or bylaws of the limited company, in accordance with the Agreement of Partnership or resolution in the case of partnership, or in accordance with the trust agreement in the case of a trust, and (ii) this Agreement is binding upon the corporation, limited liability companies, partnership or trust in accordance with its terms. Such entity shall be duly and properly organized to transact business in the State of Nevada. (b) Maintenance During Escrow and Equipment Condition at Close of Escrow Except as otherwise provided in Destruction, Damage, or Loss of Improvements, SELLER shall maintain the Property until Close of Escrow in its present condition, ordinary wear and tear excepted. Items including, but not limited to, heating, ventilating, air conditioning, plumbing, elevators, loading doors and electrical systems shall be in good operating order and condition at time of Close of Escrow. (c) Hazardous/Noxious Conditions/Storage Tanks SELLER represents, to the best of SELLER s knowledge, except as otherwise disclosed to BUYER in writing, SELLER has no knowledge of the existence or prior existence on the Property of any Hazardous/Noxious Conditions or materials including, but not limited to, asbestos, processed petroleum derivatives, PCB transformers, other toxic, hazardous or contaminated substances, and the existence or prior existence of any above or below ground storage tanks or noxious weeds. SELLER agrees to disclose to Licensee and BUYER information which SELLER has or may acquire regarding the presence and location of any hazardous materials on or about the Property. (d) Compliance SELLER has no knowledge of any aspect or condition of the Property which violates applicable laws, rules, regulations, codes, or Covenants, Conditions and Restrictions, or of improvements or alterations made to the Property without a permit where one was required, or of any unfulfilled order or directive of any applicable governmental agency or casualty insurance company that any work of investigations, remediation, repair, maintenance or improvement is to be performed on the Property. (e) Changes During Transaction Prior to Close of Escrow, SELLER will not violate or modify, orally or in writing, any existing lease or other agreement, or create any new leases or other agreements affecting the Property, nor shall any substantial alterations or repairs be made or undertaken without BUYER s written approval, which approval will not be unreasonably withheld. Property Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A /1 P

27 (f) Possessory Rights SELLER has no knowledge that anyone will, at Close of Escrow, have any right to possession of the Property except as disclosed by this Agreement or otherwise in writing to BUYER. (g) Mechanics Liens There are no unsatisfied mechanics or material man s lien rights concerning the Property. No work has been undertaken on the Property within the last ninety (0) days which, if unpaid, would give rise to any mechanics or material man s lien rights. (h) Actions, Suits or Proceedings SELLER has no knowledge of any actions, notices, demands, suits or proceedings pending or threatened before any commission, board, bureau, agency, governmental agency, quasi-governmental authority, instrumentality, arbitrator court or tribunal that would affect the Property or the right to occupy or utilize same. (i) Notice of Changes SELLER will promptly notify BUYER and Licensee in writing of any Material Change affecting the Property that becomes known to SELLER prior to Close of Escrow. (j) No Tenant Bankruptcy Proceedings SELLER has no notice or knowledge that any tenant of the Property is the subject of a bankruptcy or insolvency proceeding. (k) No Seller Bankruptcy Proceedings SELLER is not the subject of a bankruptcy, insolvency or probate proceeding. (l) Development or Improvements SELLER shall be responsible for any undisclosed or nondetermined costs and/or fees resulting from development and/or improvements to the Property prior to Close of Escrow, including but not limited to, landscape water deficiencies or impact fees.. EXISTING CONDITION BUYER acknowledges that, except as otherwise stated in this Agreement, BUYER is purchasing subject to required repairs, replacements or corrections of condition, the Property in its existing condition and will, by the time specified in this Agreement, make or have waived all inspections of the Property that BUYER believes necessary to protect its own interest in, and contemplated use of, the Property. BUYER and SELLER acknowledge that, except as otherwise stated in this Agreement, no representations, inducements, promises, agreements, assurances, oral or written, concerning the Property, or any aspect of OSHA, and FEMA laws or any other act, ordinance of law, have been made by either BUYER, SELLER or Licensee, or relied upon by either Party.. MATERIAL CHANGE No Material Change shall have occurred with respect to the Property that has not been approved in writing by BUYER. For purposes of this Agreement, a "Material Change" shall be a change in the status of the use, occupancy, tenants, or condition of the Property as reasonably expected by BUYER, that occurs after the date of this offer and prior to Close of Escrow. BUYER shall have days following receipt of written notice from any source of any such Material Change within which to approve or disapprove same. Unless otherwise notified in writing by BUYER, SELLER or Licensee, Escrow Holder shall assume that no Material Change has occurred prior to Close of Escrow.. IMPACT FEES Pursuant to Nevada Revised Statutes, BUYER(s) of real property, for or under, development is informed that such property may be subject to impact fees which have been or will be imposed by governmental agencies.. DEFERRED AGRICULTURE TAX In the event of any Deferred Agriculture Tax, BUYER, SELLER shall pay taxes through Close of Escrow.. WATER RIGHTS Existing water rights, if any as of the Date of Acceptance, are to be included with the Property unless specifically excluded by deed or mutual agreement.. PRORATIONS.1 TAXES Real property taxes payable by the owner of the Property shall be prorated through Close of Escrow as of the date of the recordation of the deed for the Property, based upon the latest tax bill available. SELLER shall pay supplemental tax bill levied by reason of events occurring within the tax year prior to Close of Escrow. Payment shall be made promptly in cash upon receipt of a copy of any such supplemental bill of the amount necessary to accomplish such proration. SELLER shall pay and discharge in full, at or before Close of Escrow, the unpaid balance of any special assessment bonds.. INSURANCE If BUYER elects to take an assignment of the existing casualty and/or liability insurance that is maintained by SELLER, the current premium shall be prorated through Escrow as of the date of Close of Escrow. In the event of SELLER Financing, BUYER will obtain hazard insurance prepaid for one year in an amount satisfactory to the loan holders and covering one hundred percent (0%) replacement cost of improvements. BUYER agrees to name holders of the secured loan as additional loss payees. BUYER agrees to annually increase insurance, if necessary, to equal the then current replacement cost of the Property during the term of the loan holder s mortgages. BUYER will instruct the insurance carrier to deliver to SELLER before Close of Escrow a certificate of insurance providing for 0 days written notice to note holder in the event of cancellation. BUYER to verify availability of insurance days from Acceptance. Property Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A /1 P

28 RENTALS, INTEREST AND EXPENSES Income and expenses including, but not limited to, collected rentals, interest on Existing Notes, utilities, and operating expenses shall be prorated as of the date of Close of Escrow. Such items shall be supplied by SELLER within days prior to Close of Escrow. BUYER and SELLER agree to promptly adjust between themselves outside of Escrow any rents received after Close of Escrow.. SECURITY DEPOSIT AND LEASE CREDITS Security Deposits held by SELLER and considerations involving lease credits shall be given by credit to BUYER at Close of Escrow. Such items shall be supplied by SELLER within days prior to Close of Escrow.. OIL AND PROPANE Any remaining oil or propane will be purchased by BUYER, included in the Purchase Price, Not applicable.. POST CLOSE OF ESCROW MATTERS Any item to be prorated that is not determined or determinable at Close of Escrow shall be adjusted by BUYER and SELLER as soon as possible following Close of Escrow. 1. TIME Time is of the essence as to each and every provision of this Agreement. If after a good faith effort, any condition stated in this Agreement has not been eliminated or satisfied within the time limits and pursuant to the provisions of this Agreement, this Agreement may be deemed null and void, all earnest money deposits, less direct expenses, shall be returned to BUYER and Escrow shall be cancelled. BUYER or SELLER may resort to such remedies as it may have in law or equity. 1. CORRESPONDENCE AND NOTICES Unless otherwise specifically provided in this Agreement all notices, demands or other communications shall be in writing and delivered to BUYER, SELLER, and/or representatives, at the addresses as follows: To SELLER(s): Name: Office: Street: City/State/Zip: Phone: To BUYER(s): Name: Office: Street: City/State/Zip: Phone: To SELLERS Licensee, Broker or Representative: Name: Office: Street: City/State/Zip: Phone: To BUYERS Licensee, Broker or Representative: Name: Office: Street: City/State/Zip: Phone: 1. GOVERNING LAW This Agreement shall be governed by the laws of the State of Nevada. 1. NO ONE DEEMED DRAFTER BUYER and SELLER agree neither BUYER, SELLER or Licensee shall be deemed to be the drafter of this Agreement and in the event this Agreement is ever construed by a court of law, such court shall not construe this Agreement or any provision in this Agreement against BUYER, SELLER or Licensee as the drafter.. MODIFICATION No modification, waiver or discharge of this Agreement shall be valid unless it is in writing and signed or initialed by BUYER and/or SELLER against which the enforcement of the modification, waiver or discharge is or may be sought. The terms and conditions of any and all such addenda attached and any and all future modifications of this Agreement shall supersede and replace any inconsistent provisions in this Agreement. There are no other understandings, oral or written, which in any way alter or enlarge its terms, and there are no warranties or representations of any nature whatsoever, either expressed or implied, except as may be set forth in this Agreement. Property Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A /1 P

29 DESTRUCTION, DAMAGE, OR LOSS OF IMPROVEMENTS This Agreement is contingent upon the status that there shall not occur prior to Close of Escrow a destruction of, damage or loss, or finding of Property to be materially defective, from any cause whatsoever, which would cost more than $, to repair or cure. If the cost of repair or cure is $, or less, SELLER shall repair or cure the loss prior to Close of Escrow. BUYER shall have the option, within days after receipt of written notice of a loss costing more than $, to repair or cure, to either terminate this Agreement with all unused deposits to be returned, or to purchase the Property notwithstanding such loss, but without deduction or offset against the Purchase Price. If the cost to repair or cure is more than $,000.00, and BUYER does not elect to terminate this Agreement, BUYER shall be entitled to any insurance proceeds applicable to such loss. Unless otherwise notified in writing by BUYER, SELLER, or Broker, Escrow Holder shall assume no destruction, damage or loss costing more than $, to repair or cure has occurred prior to Close of Escrow.. VERIFICATION OF INFORMATION Any representation in this Agreement as to the square footage, land or improvements, of the Property, is approximate and neither SELLER nor Licensee guarantee its accuracy. Any oral or written representations by SELLER or Licensee regarding age of improvements, size, and square footage of parcel or building, or location of property lines, may not be accurate. Apparent boundary line indicators such as fences, hedges, walls, or other barriers may not represent true boundary lines. Licensee does not necessarily investigate the status of permits, zoning, or code compliance. BUYER to satisfy any concerns with conditions that are important or a critical element of the purchase decision. BUYER acknowledges to have not received or relied upon any representations by Licensee or SELLER with respect to the condition of the Property which are not contained in this Agreement or in any attachments. Although deemed accurate, the information contained in the Multiple Listing Service, computer or advertisements, and feature sheets pertaining to this Property are not warranted or guaranteed by the listing or selling office. Errors and/or omissions in inputting information, while uncommon, are possible. BUYER shall be responsible for verifying the accuracy of pertinent information. Deposit into Escrow of all funds necessary to close shall be deemed as final acceptance of the Property. SELLER agrees to hold all Licensees in the transaction harmless and to defend and indemnify them from any claim, demand, action or proceedings resulting from any omission or alleged omission by SELLER in its statements.. ACCESS TO PROPERTY SELLER agrees to provide reasonable access to the Property to BUYER, inspectors, appraisers, and all other professionals representing BUYER. BUYER shall indemnify, defend and hold SELLER harmless from any lien, loss, claim, liability, or expense, including without limitation, reasonable attorneys fees and costs, arising out of or in connection with its activities, including without limitation, BUYER s Licensees and employees, and independent contractors retained by or acting on behalf of BUYER (collectively, "BUYER s Licensees") on the Property. BUYER shall have no liability to SELLER for any lien, loss claim, diminution in value or expense incurred by SELLER arising out of discovery by BUYER or BUYER s Licensees, of any hazardous/noxious materials or toxic substances as defined in applicable state or Federal law, on or about the Property. Following any such entry or work, unless otherwise directed in writing by SELLER, BUYER shall return the Property to the condition it was prior to such entry or work, including the re-compaction or removal of any disrupted soil or material as SELLER may reasonably direct.. DEFAULT In the event BUYER defaults in the performance of this Agreement, unless BUYER and SELLER have agreed to a provision for liquidated damage, SELLER may, subject to any rights of the Broker, retain BUYER's deposit and may take such actions as deemed appropriate to collect such additional damages as may have been actually sustained. If this Agreement terminates for any reason other than SELLER s breach or default, then at SELLER s request, and as a condition to the return of BUYER s deposit, BUYER shall within days after written request deliver to SELLER, at no charge, copies of all surveys, engineering studies, soil reports, maps, master plans, feasibility studies and other similar items prepared by or for BUYER that pertain to the Property. Property Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A /1 P

30 LIQUIDATED DAMAGES If BUYER fails to complete the purchase of the Property as provided by this Agreement by reason of any default of BUYER, SELLER shall be released from the obligation to sell the Property to BUYER and may proceed against BUYER upon any claim or remedy which SELLER may have in law or equity; or BUYER and SELLER acknowledge and agree that it would be impractical and/or extremely difficult to fix or establish actual damages sustained by SELLER as a result of such a default by BUYER and agree the Amount of Deposit(s), or $ made by BUYER is a reasonable approximation. Accordingly, in the event BUYER defaults in the performance of this Agreement, the above stated amount shall constitute and be deemed to be the agreed amount and liquidated damages of SELLER and shall be forfeited by BUYER to SELLER. SELLER agrees to waive all other remedies against BUYER which SELLER might otherwise have in law or equity by reason of such default by BUYER. (Both BUYER and SELLER must initial "agrees" for Liquidated Damages to be part of this Agreement.) [ / ] Buyer agrees. [ / ] Seller agrees. [ / ] Buyer does not agree. [ / ] Seller does not agree. If BUYER and SELLER do not agree to Liquidated Damages set forth above, and in the event of BUYER s breach or default, SELLER retains the rights and remedies which SELLER may have in law or equity.. MEDIATION OF DISPUTES If a dispute arises out of or relates to this Agreement, or its breach, by initialing in the spaces below, BUYER and SELLER agree to first try in good faith to settle the dispute by nonbinding mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to court action or binding arbitration. (Both BUYER and SELLER must initial "agrees" for Mediation to be part of this Agreement.) [ / ] Buyer agrees. [ / ] Seller agrees. [ / ] Buyer does not agree. [ / ] Seller does not agree.. ARBITRATION OF DISPUTES Any dispute or claim in law or equity arising out of this Agreement will be decided by neutral binding arbitration in accordance with prevailing law and applicable court rules. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. BUYER and SELLER will have the right to discovery as per attached Arbitration of Disputes Addendum. (Both BUYER and SELLER must initial "agrees" for Arbitration to be part of this Agreement.) [ / ] Buyer agrees. [ / ] Buyer does not agree. [ / ] Seller agrees. [ / ] Seller does not agree.. SEVERABILITY, WAIVER If for any reason, any provision of this Agreement shall be held to be unenforceable, it shall not affect the validity or enforceability of any other provision of the Agreement. Waiver by one party of the performance of any covenant, condition or promise shall not invalidate this Agreement, nor shall it be considered to be a waiver by such party of any other covenant, condition or promise hereunder.. ATTORNEYS FEES If this Agreement gives rise to any litigation, arbitration, or other legal proceeding between BUYER and SELLER, including Licensee, the prevailing party shall be entitled to recover its actual costs and expenses, including court costs, costs of arbitration, and reasonable attorneys fees, in addition to any other relief to which they may be entitled.. BROKERS FEE Payment at Close of Escrow of Broker s Fee is as specified in this Agreement or later written instructions to Escrow Holder executed by SELLER and Broker. It is agreed by BUYER, SELLER and Escrow Holder that Broker is/are a third party beneficiary of this Agreement, and no change shall be made by BUYER, SELLER or Escrow Holder with respect to the time of payment, amount of payment, or the conditions to payment of Broker s fee specified in this Agreement, without the written consent of Broker. Property Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A /1 P 0

31 REAL ESTATE BROKERS BUYER and SELLER each represent and warrant to the other that there has been no dealings with any person, firm, broker or finder in connection with the negotiations of this Agreement and/or consummation of the purchase and sale contemplated other than the named Brokers in this Agreement. No other broker or person, firm or entity, is entitled to any commission or fees in connection with this Agreement. BUYER and SELLER each agree to indemnify, defend, protect and hold the other harmless from and against any costs, expenses or liability for compensation, commission or charges which may be claimed by any broker, finder or similar party, other than the named Broker by reason of any dealings or act of the indemnifying Party.. TAX DEFERRED EXCHANGE (INVESTMENT PROPERTY) In the event SELLER wishes to enter into a tax deferred exchange (IRC ) for the real property described in this Agreement, or if BUYER wishes to enter into a tax deferred exchange with respect to property owned by BUYER in connection with this transaction, BUYER and SELLER agree to cooperate with the other party in connection with such exchange, including the execution of such documents as may be reasonably necessary to effectuate the same. Provided that: (a) the other party shall not be obligated to delay Close of Escrow; (b) all additional costs in connection with the exchange should be borne by the party requesting the exchange; and (c) the other party shall not be obligated to execute any note, contract, deed or other document providing for any personal liability which would survive the exchange, nor shall the other party be obligated to take title to any property other than the Property described in this Agreement. The other party shall be indemnified and held harmless against any liability which arises or is claimed to have arisen on account of the acquisition of the exchange property. [ ][ ] Buyer intends does not intend to do a tax deferred exchange. [ ][ ] Seller intends does not intend to do a tax deferred exchange.. SURVIVAL The omission from escrow instructions of any provision in this Agreement will not waive the right of any party. All representations or warranties will survive the Close of Escrow. 0. ADDITIONAL TERMS AND CONDITIONS. ADDENDA, EXHIBITS AND DISCLOSURES The following marked addenda, exhibits and disclosures are attached and made a part of this Agreement: 1. Aerial/Parcel Map. Affiliated Business Arrangement Disclosure Statement. Arbitration Addendum. Consent to Act (if applicable). Duties Owed By A Nevada Real Estate Licensee. Environmental Contact List. Estoppel Certificate (to be provided by BUYER). Financing Addendum Existing (Commercial) Financing Addendum Seller (Commercial). Lead Based Paint Addendum (if property built prior to ). Other: when signed by BUYER and SELLER as required. Property Address Page 1 of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A 1/1 P

32 PROFESSIONAL CONSULTATION ADVISORY A real estate Broker is qualified to advise on real estate. The parties are advised to consult with appropriate professionals including, but not limited to, engineers, surveyors, appraisers, lawyers, CPAs, or other professionals, on specific topics including, but not limited to, land use regulation, boundaries and setbacks, square footage, physical condition, legal, tax, water rights and other consequences of the transaction.. HOLD HARMLESS BUYER and SELLER agree, Licensees are not responsible, and hold Licensees harmless, for items such as, but not limited to, repairs, renovation, restoration, replacement, maintenance work, or inspections performed to or upon the Property, regardless of whether or not the Contractor/Inspector performing the work was hired by BUYER or SELLER at the suggestion of the Licensee or brokerage affiliated with the Licensee. BUYER and SELLER are encouraged to consult with a Contractor/Inspector of their own choosing regarding the satisfactory completion of any repair, renovation, replacement, maintenance work, or inspection performed to or upon the Property. The undersigned parties agree to hold Broker and Broker s Licensee harmless against any and all damages, costs and expenses, including attorneys fees, arising from any disputes between BUYER, SELLER and/or Licensees and Brokers under this Agreement, unless Licensee is determined by a court of competent jurisdiction to have acted in a fraudulent manner in connection with any such claim or claims.. BROKER(S) AND LICENSEE(S) DISCLAIMER BUYER and SELLER acknowledge that except as otherwise expressly stated in this Agreement, Broker(s) and Licensee(s) have not made any warranty or representation with respect to any of the following: (a) the legality of the present or any possible future use of the Property under any Federal, state or local law; (b) pending or possible future action by any governmental entity or agency which may affect the Property; (c) the physical condition of the Property. BUYER and SELLER agree that investigation and analysis of all matters related to the Property is their sole responsibility and BUYER and SELLER shall not hold the Licensee responsible relating in any way to the foregoing matters.. ENTIRE AGREEMENT Any and all future modifications of this Agreement will be effective only if it is in writing and signed by BUYER and SELLER, all of which together will constitute one instrument.. EXPIRATION Per NRS. all offers must be presented to SELLER. This offer shall expire, and be rendered null and void, unless a fully executed copy with SELLER's written acceptance is DELIVERED to BUYER or BUYER's Licensee on or before o'clock A.M. P.M., Pacific Standard Time, on. Upon expiration, BUYER s entire deposit shall be returned, and BUYER and SELLER shall have no further obligations.. REPRESENTATION BUYER warrants that the following BUYER s Licensee and BUYER s Broker are licensed per Nevada Revised Statutes. BUYER s Licensee is: BUYER s Licensee Name: BUYER s Broker Name BUYER s Licensee Nevada License # BUYER s Broker Nevada License # Company Name Office Address Phone Fax SIGNATURES The undersigned BUYER(s) acknowledges having read thoroughly and approved each of the provisions contained herein and agrees to purchase the herein described Property for the price and on the terms and conditions specified. BUYER acknowledges receipt of a copy of this Agreement. BUYER: DATED: TIME: BUYER: DATED: TIME: Property Address Page 1 of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A 1/1 P

33 SELLER S ACCEPTANCE, COUNTER OFFER OR REJECTION OF AGREEMENT BROKERAGE FEE SELLER agrees to pay in cash the following real estate commission for services rendered, which commission SELLER irrevocably assigns to be paid from Escrow, Listing Broker s commission shall be as per separate Listing Agreement, and % of the accepted price, or $, to the Brokerage of the Licensee of BUYER irrespective of the agency relationship. Escrow instruction with respect to commissions may not be amended or revoked without the written consent of the Broker herein. Commissions shall also be payable upon any default by SELLER, or the mutual recision (not covered by this Agreement) by BUYER and SELLER which prevents the completion of the sale. Sale proceeds sufficient to pay the commission are assigned to Broker, and Escrow Holder is instructed to pay said commission to Broker out of SELLER s proceeds at Close of Escrow. If this sale shall not be consummated due to the default of either BUYER or SELLER, the defaulting party shall be liable to and shall pay to Broker the commission that Broker would have received had the sale been consummated. This obligation of BUYER, if BUYER is the defaulting party, is in addition to any obligation with respect to liquidated damages. This Agreement shall not limit the rights of Broker and SELLER provided for in any existing agreement. Upon the Close of escrow, Broker is authorized to publicize the facts of this transaction. TAX WITHHOLDING (FIRPTA) Unless the property is acquired for use as a primary residence and is sold for no more than $00,000, SELLER agrees to provide BUYER with (a) Non-Foreign Seller Affidavit, or (b) Withholding Certificate Form from the Internal Revenue Service stating that withholding is not required. In the event none of the foregoing is applicable, BUYER requires a percentage of Seller s proceeds to be withheld by escrow to comply with the FOREIGN INVESTMENT AND REAL PROPERTY TAX ACT (IRC Section 1). By signing below, SELLER is warranting that SELLER is not a foreign person, foreign corporation or partnership, or nonresidential alien; or SELLER will provide a Non-Foreign Seller Affidavit or Withholding Certificate Form as described above. SELLER acknowledges receipt of a copy of this Agreement. REPRESENTATION SELLER s Licensee is: SELLER s Licensee Name: SELLER s Broker Name SELLER s Licensee Nevada License # SELLER s Broker Nevada License # Company Name Office Address Phone Fax SELLER must check one of the following options and date, time and sign this Agreement. ACCEPTANCE SELLER accepts this offer to purchase. OR COUNTER OFFER SELLER counter offers by way of the Counter Offer dated. OR REJECTION SELLER rejects the foregoing offer. SELLER: DATED: TIME SELLER: DATED: TIME Property Address Page 1 of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. CO&A 1/1 P

34 MULTI FAMILY (FOUR UNITS AND UNDER) OFFER AND ACCEPTANCE AGREEMENT RECEIVED FROM, hereinafter designated as BUYER, the amount set forth below as EARNEST MONEY DEPOSIT on account of the PURCHASE PRICE OF $, for the real property situated in the City OR Unincorporated Area of, County of, State of Nevada, commonly described as consisting of units, APN(s) (legal description to be supplied in escrow). PURCHASE TERMS EARNEST MONEY DEPOSIT To be deposited within one (1) business day or within business days of the $ Date of Acceptance with Escrow Holder (as defined below). The initial Earnest Money Deposit shall be held by subject to applicable statutes and regulations until SELLER s acceptance of this Agreement, at which time said deposit shall be deposited with Escrow Holder and applied to the Purchase Price at Close of Escrow (as defined below). ADDITIONAL EARNEST MONEY DEPOSIT The Earnest Money Deposit shall be increased $ Within days from Acceptance; OR Upon removal of all contingencies in writing; OR Other Additional Earnest Money Deposit to be deposited with Escrow Holder and applied to the Purchase Price at Close of Escrow (as defined below). BALANCE OF CASH PAYMENT (not including closing costs) $ Source of down payment CASH PURCHASE BUYER to provide evidence, satisfactory to SELLER, of sufficient cash available to complete this purchase within days of written acceptance. FINANCING CONTINGENCIES $ Existing First Note, terms and conditions per attached Existing Financing Addendum. $ Existing Second Note, terms and conditions per attached Existing Financing Addendum. $ A) SELLER FINANCING Terms and conditions as specified per attached Seller Financing Addendum. $ B) NEW LOAN TYPE Conventional FHA VA Rural Private $ Fixed Rate for years. Interest not to exceed %. Adjustable Rate for years. Initial Interest not to exceed % maximum lifetime rate not to exceed %. Payment shall include: Interest only OR Principal and Interest C) NEW SECOND LOAN PROCEEDS: TYPE Conventional FHA VA Rural Private $ Fixed Rate for years. Interest not to exceed %. Adjustable Rate for years. Initial Interest not to exceed % maximum lifetime rate not to exceed %. Address Page 1 of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. MFROA 1/1 P

35 BUYER to lock loan terms within days of acceptance or BUYER agrees to pay prevailing rates. BUYER to pay discount points not to exceed %. SELLER to pay discount points not to exceed %. Any reduction in discount points at closing to be allocated proportionately. Loan origination fee not to exceed % paid by BUYER SELLER. SELLER agrees to pay up to $ in fees which cannot be paid by the BUYER pursuant to FHA or VA regulation. All remaining loan fees shall be paid as required by law, ordinance and/or regulation. OTHER (Specify in Additional Terms and Conditions or attached Financing Addendums(s)) $ TOTAL PURCHASE PRICE $ Any net difference between the approximate balances of encumbrances (not including Closing costs) shown above which are to be assumed or taken subject to, and the actual balances of said encumbrances at Close of Escrow, shall be adjusted in Cash, Other. CLOSING Close of escrow to be. Unless otherwise agreed upon in writing, close of escrow date shall not change from the originally agreed upon closing date. Both parties shall deposit with the authorized escrow holder all funds and instruments necessary to complete the transaction in accordance with the terms herein. LOAN CONTINGENCY This offer is contingent upon BUYER s ability to obtain financing. Within five () days of acceptance, BUYER agrees to (1) submit completed loan application, including all documentation, to a lender of BUYER's choice, () furnish a pre-approval letter to SELLER based upon a standard factual credit report, acceptable debt to income ratios and sufficient funds to complete transaction; () authorize ordering of the appraisal. If BUYER fails to complete any of the above requirements, SELLER reserves the right to terminate this Agreement and both parties agree to cancel the escrow and return earnest money deposit to BUYER less expenses incurred by BUYER. BUYER consents to the lender s release of loan status and conditions of approval to SELLER and Brokers. SELLER has no obligation to cooperate with BUYER s efforts to obtain any financing other than as specified in this Agreement. APPRAISAL CONTINGENCY (BUYER Initial Required) Included Waived [ / ] [ / ] Appraisal fee to be paid by BUYER SELLER split equally other. It is expressly agreed, notwithstanding any other provisions of this contract, the BUYER shall not be obligated to complete the purchase of the property and shall not be in default in the performance of this Agreement if the appraised value of the property (excluding closing costs) is less than the amount specified as the purchase price. In the event that there are appraisal required repairs and BUYER and SELLER are unable to come to terms, BUYER shall not be obligated to complete the purchase of the property and shall not be in default in the performance of this Agreement. BUYER shall, however, have the option of proceeding with the consummation of the contract without regard to the amount of the appraised valuation. Any required appraisal re-inspections shall be paid by BUYER SELLER split equally other. LOAN AND CONTINGENCY REMOVAL appraisal contingencies. Within days after acceptance BUYER shall remove the loan and Page of 1 Address Buyer [ / ] and Seller [ / ] have read this page. RSAR 01/ MFROA /1 P

36 CONTINGENT ON SALE AND CONVEYANCE OF OTHER PROPERTY This Agreement IS NOT contingent upon the sale and conveyance of BUYER's property; OR This Agreement IS contingent upon the sale and conveyance of BUYER's property described as. Buyer to select option A or B below. A. BUYER s property is in escrow and scheduled to close on or before. The sale of BUYER s property is not contingent on the sale and conveyance of a third party s property. OR BUYER s property is in escrow and scheduled to close on or before. The sale of BUYER s property is contingent on the sale and conveyance of a third party s property. B. Is currently listed in the MLS System by a REALTOR. OR Will be listed within days in the MLS System by a REALTOR. If the BUYER s property referenced above does not obtain an accepted offer with a scheduled closing on or before within days from this offer, then this Agreement will terminate unless the BUYER and SELLER otherwise agree in writing. SELLER shall have the right to continue to offer this property for sale and accept written backup offers only, subject to BUYER s rights under this Agreement. If the escrow on BUYER s property does not close by, this Agreement will terminate unless BUYER and SELLER otherwise agree in writing. BUYER shall provide information regarding the listing and escrow and related escrows for the contingent property, including but not limited to, closing date, loan status, inspections and all additional contingencies, on BUYER s property within days of Acceptance of this Agreement. BUYER authorizes SELLER or SELLER s Broker to obtain updates on the BUYER s listing or escrow. If any of the contingencies in this section are not satisfied, SELLER reserves the right to terminate this Agreement and both parties agree to cancel the escrow and return the earnest deposit to BUYER less expenses incurred by BUYER. DEFINITIONS BROKER includes cooperating Brokers and all Licensees. DAYS means calendar days unless otherwise specified. BUSINESS DAY is a day other than a Saturday or Sunday or a day on which banks in Nevada are authorized or required by law to close. ACCEPTANCE (DATE OF ACCEPTANCE) means the date on which this Agreement and any other counter offers are fully executed and delivered. DELIVERY or RECEIPT shall mean personal delivery, transmission by facsimile (fax), electronic delivery, or certified mail to BUYER, SELLER, BROKER or their representative. In the event of fax transmission, delivery shall be deemed to have occurred at the time noted on the confirmation sheet generated by the sender's fax. In the event of the use of certified mail, delivery and receipt shall be deemed to have occurred three () days following the date of mailing, evidenced by the postmark on the envelope containing the delivered material. In the event of electronic delivery, delivery and receipt shall be deemed to have occurred as set forth in Nevada Revised Statutes (NRS).. COUNTERPARTS AND SIGNATURES BUYER and SELLER acknowledge and agree this Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same instruments. BUYER and SELLER agree that this transaction may be conducted by electronic means, and that signatures transmitted by electronic delivery shall be acceptable for all purposes under this Agreement. Signatures transmitted by electronic delivery shall be accepted as original signatures. VESTED TITLE Title shall vest as designated in Escrow Instructions. Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. MFROA /1 P

37 EXAMINATION OF TITLE In addition to any encumbrances referred to herein, BUYER shall take title to the property subject to: (1) Real Estate Taxes not yet due, and () Covenants, Conditions, & Restrictions (CC&Rs), rights of way, and easements of record, if any, which do not materially affect the value or intended use of the property. Within two () business days of acceptance, SELLER shall order a preliminary report from a title company and CC&Rs if applicable, for the property. Within five () days from BUYER's receipt of the preliminary report and CC&Rs, all exceptions shall be deemed approved unless written objection is delivered to SELLER's Broker within this five () day period. Should BUYER object to any exceptions, SELLER shall use due diligence to remove those exceptions before close of escrow. If those exceptions cannot be removed before close of escrow, BUYER may elect to purchase, subject to the existing exceptions or BUYER may elect to terminate all rights and obligations hereunder, and the deposit shall be returned to BUYER, less expenses incurred by BUYER to the date of termination. If SELLER is unwilling or unable to remove such objections, SELLER shall deliver written notification to BUYER's Broker within ten () days of receipt of the objections. TITLE AND CLOSING COSTS BUYER SELLER split equally other shall pay for a standard CLTA (with regional exceptions) owner s policy of title insurance. BUYER shall pay for any required lender s policy of title insurance. BUYER is aware additional coverage policies are available. All costs associated with additional coverage policies to be paid for by BUYER SELLER split equally other. Escrow Fee to be paid by BUYER, SELLER, split equally other. Transfer Tax(es) to be paid by BUYER SELLER other. All remaining closing costs shall be paid in customary manner, as required by law, ordinance and/or regulation. OMISSIONS FROM ESCROW INSTRUCTIONS The omission from escrow instructions of any provision herein shall not preclude any party from enforcing that provision. All written representations and warranties shall survive the conveyance of the property. BONDS AND ASSESSMENTS (Other than Common-Interest Communities) In the event there is a bond or assessment which has a principal balance or requires settlement in full prior to close of escrow, the bond or assessment shall be paid by SELLER BUYER assumed by BUYER if allowed split equally other. PRORATION Any and all rents, taxes, interest, homeowner association fees, payments on bonds and assessments assumed by BUYER, and other expenses of the property shall be prorated as of the date of recordation of the deed. Security deposits, advance rentals, or considerations involving future lease credits shall be credited to BUYER at close of escrow. REASSESSMENT OF PROPERTY TAX result in a tax increase or decrease. BUYER is advised the property may be reassessed in the future which may HOME WARRANTY CONTRACT (BUYER Initial Required) Included Waived [ / ] [ / ] A home warranty contract, shall be selected by BUYER SELLER and paid for by BUYER SELLER split equally other. The home warranty demand shall be delivered to escrow and become effective at close of escrow for not less than one year, at a price NOT to exceed $. Brokers herein have informed both parties that such protection programs are available. ITEMS NOT ADDRESSED Items of a general maintenance or cosmetic nature which do not materially affect value or use of the subject property, which existed at the time of acceptance and which are not expressly addressed in this Agreement are deemed accepted by BUYER. Page of 1 Address Buyer [ / ] and Seller [ / ] have read this page. RSAR 01/ MFROA /1 P

38 FIXTURES All items permanently attached to the property as of this date, including, but not limited to, light fixtures, attached floor coverings, central vacuum and related equipment, draperies, blinds and shades including window hardware, door and window screen(s), storm sash, combination doors, awnings, TV antenna(s), satellite dish, burglar, fire and smoke alarms, built-in pools and spas with related equipment, solar system(s), conforming woodstoves, intercom system, water softener system, attached fireplace screen(s), electric garage door opener(s) with control(s), outdoor plants and trees, (other than in movable containers), OTHER are included in the purchase price, free of liens, EXCLUDING The following leased items are NOT INCLUDED: PERSONAL PROPERTY The following personal property, on the premises when inspected by BUYER, is included in the purchase price and shall be transferred to BUYER free of liens at close of escrow with no warranty implied as to the condition of any personal property after close of escrow: SYSTEMS AND MAINTENANCE Until possession is delivered, SELLER shall maintain the property in its entirety, including, but not limited to, all existing structures, landscaping, grounds, appliances and systems. SELLER agrees to deliver the property in a neat and clean condition, and remove all debris and personal belongings. The following items are specifically excluded from the above: OIL AND PROPANE If applicable, any oil or propane existing at time of written acceptance, allowing for normal use up to close of escrow, will be purchased by BUYER included in the purchase price. If fuel is purchased by BUYER, SELLER to contact fuel company to measure existing fuel no later than five () days prior to close of escrow. Fuel credit amount to be submitted to title company for credit to SELLER for remaining fuel. SELLER'S REAL PROPERTY DISCLOSURE FORM The SELLER will provide BUYER, at time of written acceptance, a completed Seller's Real Property Disclosure Form which, by this reference, shall be incorporated into this Agreement. BUYER shall return an acknowledged copy to SELLER or terminate this Agreement in writing within four () business days of receipt. SELLER is required to disclose any new defects between the time the Seller s Real Property Disclosure forms is executed and close of escrow. DISCLAIMER: BUYER understands that the above Seller s Real Property Disclosure Form is for disclosure purposes and is not a substitute for property inspections by experts including, but not limited to, engineers, geologists, architects, general contractors, specialty contractors such as roofing contractors, and pest control operators. BUYER is advised to retain such experts that are believed appropriate. BUYER understands and acknowledges the Brokers in the transaction cannot warrant the condition of the property or guarantee all defects have been disclosed by SELLER. Both parties acknowledge Brokers will not be investigating the status of permits, location of property lines, and/or code compliance. Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. MFROA /1 P

39 INSPECTIONS Acceptance of this offer is subject to the following reserved right. BUYER has the right to inspect the property, order all inspections, and select qualified professionals including, but not limited to, licensed contractors, certified building inspectors and any other qualified professionals who will inspect the property. BUYER shall indicate inspections to be included or waived in the list below. The following is not a comprehensive list of possible inspections; therefore, BUYER should add any additional inspections necessary to satisfy BUYER under OTHER. All inspections shall be completed and copies shall be provided to both BUYER and SELLER at no additional expense to either party. within days of the date of acceptance; OR within days of other contingency Within the time from specified above, BUYER shall deliver to SELLER in writing one of the following: A. approval of the inspections without requiring any repairs; OR B. approval of the inspections with an attached Notice of Required Repairs or an Addendum listing all required repairs. SELLER shall respond in writing within five () business days of delivery; OR C. termination of this Agreement including an explanation how the condition(s) revealed by any inspection report materially and/or reasonably justify such a decision. If any inspection is not completed by the deadline, that inspection is deemed waived and SELLER is released from liability for the cost of repairs that inspection would have reasonably identified had it been conducted, except as otherwise provided by law. If BUYER acts reasonably in terminating the Agreement based upon objectionable conditions revealed by the inspection(s), BUYER is released from any and all obligations to SELLER and entitled to a refund of the earnest money deposit, less expenses incurred by BUYER. INSPECTIONS Included Waived N/A Paid By PEST INSPECTION BUYER SELLER BUILDING INSPECTION BUYER SELLER HEATING SYSTEM INSPECTION BUYER SELLER COOLING SYSTEM INSPECTION BUYER SELLER SURVEY Type BUYER SELLER WELL QUALITY BUYER SELLER WELL QUANTITY BUYER SELLER SEPTIC PUMPING BUYER SELLER SEPTIC INSPECTION BUYER SELLER SEPTIC LID LOCATION/REMOVAL BUYER SELLER FIREPLACE INSPECTION BUYER SELLER WOODBURNING DEVICE INSPECTION BUYER SELLER (In the event device does not meet all applicable codes and/or laws, the cost of its removal shall be the responsibility of SELLER. Stovepipe to be capped off at ceiling or fireplace to be restored to working order at SELLER's expense.) OIL TANK TEST Type BUYER SELLER (If oil tank needs to be filled to perform test, BUYER will, will not reimburse SELLER.) LEAD BASED PAINT ASSESSMENT OR INSPECTION BUYER SELLER OTHER BUYER SELLER OTHER BUYER SELLER [ / ] (Buyer Initials) BUYER affirms the above selections. SELLER agrees to provide reasonable access to the property to BUYER, as well as inspectors representing BUYER, for both inspections and re-inspections as provided in this Agreement and to representatives of lending institutions for appraisal purposes. SELLER agrees to have all utilities in service the day of inspection and until close of escrow. REPAIRS SELLER agrees to pay for and complete repairs in an amount NOT to exceed $ for all repair conditions indicated on Appraisal Report; Inspection, Final Walkthrough; and/or any defect identified in the Seller's Real Property Disclosure Form or discovered by SELLER but not disclosed in the Seller s Real Property Disclosure Form or which has been discovered to be materially worse than was indicated. A copy of repair invoices shall be delivered to BUYER prior to close of escrow. Brokers herein have no responsibility to assist in the payment of any repair, correction or deferred maintenance on the subject property which may have been revealed by the above inspections, agreed upon by BUYER and SELLER or requested by one party. Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. MFROA /1 P

40 REINSPECTIONS (BUYER Initial Required) Included Waived [ / ] [ / ] SELLER shall have all agreed upon repairs completed no later than days prior to close of escrow and BUYER shall have the right to re-inspect. Re-inspections to be paid by BUYER SELLER split equally other. FINAL WALKTHROUGH BUYER shall have the right to a final walkthrough prior to close of escrow to ensure compliance with the terms of this Agreement. PHYSICAL POSSESSION Physical possession of the property, with keys to all property locks, community mailbox keys, alarms, and garage door opener(s), if applicable, shall be delivered to BUYER upon recordation of the deed or by separate Agreement. DESTRUCTION OF IMPROVEMENTS If the improvements of the property are destroyed, materially damaged, or found to be materially defective prior to close of escrow, BUYER may terminate the Agreement by written notice delivered to SELLER s Broker, and earnest money deposit shall be returned to BUYER less expenses billed to escrow incurred by BUYER. EXISTING CONDITIONS BUYER acknowledges purchasing, subject to required repairs, replacements, corrections of conditions, the property in its As Is Where Is, Existing Condition and will, by the time called for herein, make or have waived all inspections of the property that BUYER believes are necessary to protect its own interest in, and its contemplated use of, the property. BUYER and SELLER acknowledge that, except as otherwise stated in this Agreement, no representations, inducements, promises, agreements, assurances, oral or written, concerning the property, or any aspect of OSHA, and FEMA laws or any other act, ordinance of law, have been made be either BUYER, SELLER or Broker, or relied upon by either party. SMOKE DETECTORS In accordance with local ordinance, smoke detectors shall be installed and working at the expense of the BUYER SELLER. If required, smoke detectors shall be inspected by the appropriate City or County agency prior to closing and a compliance report obtained. SELLER S OBLIGATIONS 1. SELLER shall deliver to BUYER the following checked items, within days of Acceptance: A) A rent roll, including: name of tenant(s); move-in date; date of rental agreement; amount and types of deposits; original rent; current rent; date of last rent increase; date of next scheduled rent increase; B) Copies of all rental agreements, check-in lists and rental applications; C) Prior years and year to date statements of rental income and expenses; D) An inventory list of all personal property including items such as furniture and furnishings and any other personal property owned by SELLER and used in the operation of the property. This inventory will become an integral part of this agreement. Personal property to be transferred by Warranty Bill of Sale in Favor of BUYER at closing: E) Copy of current business license, operating permit or equivalent governmental authorization for the use of the subject property as required from the appropriate municipal, county and/or state agency; F) Copy of current Certificate of Occupancy for the subject property, as required for new construction; G) Estoppel Certificates form for each unit provided by BUYER; H) Maintenance contracts I) List of Leased Equipment J) SELLER to provide copies of any common road maintenance agreement K) Other L) Other This contract is contingent upon BUYER approving above items within days after the last of the items is delivered to BUYER. BUYER is aware that a business license and safety inspections may be required by the local municipality. Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. MFROA /1 P 0

41 COMMON-INTEREST COMMUNITY DISCLOSURE The property is is not located in a Common-Interest Community. If so, complete the following: SELLER shall provide, at SELLER s expense, Common-Interest Community documents ( Resale Package ) as required by NRS 1.. SELLER shall order Resale Package within days of acceptance and deliver to BUYER upon receipt. Association transfer fees paid by BUYER SELLER split equally other. Association set up fees paid by BUYER SELLER split equally other. Other Association fees related to the transfer of the Common-Interest Community paid by BUYER SELLER split equally other. The amount of any delinquent assessments including penalties, attorney s fees, and other charges provided for in the management documents shall be paid current by SELLER at close of escrow. Existing Assessments levied shall be paid by BUYER SELLER split equally other. Assessments levied, but not yet due, shall be paid by BUYER SELLER split equally other. BUYER to have five () days from receipt of Resale Package for review. If BUYER does not approve the Resale Package, then written notice to cancel must be given within that same five () day period. AREA RECREATION PRIVILEGES AND RULES If applicable, SELLER shall relinquish, on or before close of escrow, recreation privileges, passes, identification cards or keys for access to common-interest community facilities and general improvements. Upon close of escrow, SELLER agrees to pay replacement charges for identification cards or keys that are not relinquished. BUYER shall become familiar with the current common-interest community facilities and general improvement policies regarding recreation privileges and associated costs prior to close of escrow. LAND USE REGULATION BUYER is advised the property may be subject to the authority of the federal government, state, county, city and/or the various courts having jurisdiction. These governmental entities, from time to time, have adopted and revised land use and environmental regulations that may apply to the property. Due to the uncertain effect of land use and environmental regulations that may apply to the property and may affect BUYER's intended use of the property. Broker makes no representations or warranties regarding the existing permissible uses or future revisions to the land use regulations. ENVIRONMENTAL CONDITIONS BUYER is advised the property may be located in an area found to have special flood hazards as indicated by FEMA, avalanche conditions, freezing temperatures, snow loads, seismic activity and/or wildland fires. It may be necessary to purchase additional insurance in order to obtain a loan secured by the property from any federally regulated financial institution or a loan insured or guaranteed by an agency of the U.S. Government. For further information, consult your lender, insurance carrier or other appropriate agency. IMPACT FEES Pursuant to NRS, BUYER of real property, for or under, development is hereby informed that such property may be subject to impact fees which have been or will be imposed by governmental agencies. WATER METERS BUYER may be required, at some future date, to incur the costs of installation of water meters and/ or conversion to metered rates. WELLS Many factors may affect the performance of a well system. If the property includes a well, BUYER may be required, at some future date, to incur the costs of connecting the property to a public water system. See Information Regarding Private Well and Septic System. ADDITIONAL FEES Some areas may include/impose additional fees or charges for the remediation of water systems. SEPTIC SYSTEMS If the property includes a septic system, BUYER may be required, at some future date, to incur the costs of connecting the property's plumbing to a public sewer system. See Information Regarding Private Well and Septic System. At close of escrow, BUYER assumes all future costs associated with water meters, wells and septic systems. PRIVATE ROADS SELLER shall disclose if the property shares a common road or access driveway or right of way with other property. If a road maintenance agreement exists, SELLER to provide the agreement to BUYER. Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. MFROA /1 P 1

42 WATER RIGHTS mutual agreement. ADDITIONAL TERMS AND CONDITIONS: Water rights, if any, shall be included with the property unless specifically excluded by deed or TAX WITHHOLDING (FIRPTA) Unless the property is acquired for use as a primary residence and is sold for no more than $00,000, SELLER agrees to provide BUYER with (a) Non-Foreign Seller Affidavit, or (b) Withholding Certificates Form from the Internal Revenue Service stating that withholding is not required. In the event none of the foregoing is applicable, BUYER requires a percentage of SELLER s proceeds to be withheld by escrow to comply with the FOREIGN INVESTMENT AND REAL PROPERTY TAX ACT (IRC Section 1). TAX DEFERRED EXCHANGE In the event BUYER or SELLER wishes to enter into an IRC tax deferred exchange for the real property described herein, each of the parties agrees to cooperate with the other party in connection with such exchange, including the execution of documents as may be reasonably necessary to effectuate the same. Provided that the other party shall not be obligated to delay the closing, all additional costs in connection with the exchange shall be borne by the party requesting the exchange, and the other party shall not be obligated to execute any note, contract, deed, or other document providing for any personal liability which would survive the exchange. The other party shall be indemnified and held harmless against any liability arising or is claimed to have arisen on account of the acquisition of ownership of the exchange property. VERIFICATION OF INFORMATION Any information relating to square footage, land or its use, and/or improvements of the land are approximate or estimates only, and neither SELLER nor Brokers involved make any representation or guarantee regarding the accuracy. Any oral or written representations by SELLER or Brokers regarding age of improvements, size, and square footage of parcel or building, or location of property lines, water rights, may not be accurate. Apparent boundary line indicators such as fences, hedges, walls, or other barriers may not represent the true boundary lines. Brokers are not obligated to investigate the status of permits, zoning, or code compliance. BUYER to satisfy any concerns with conditions that are an important or critical element of the purchase decision. BUYER has not received or relied upon any representations by either Brokers or SELLER with respect to the condition of the property which are not contained in this Agreement or in any attachments. The information contained in the Multiple Listing Service, computer or advertisements, and feature sheets pertaining to this property are not warranted or guaranteed by Brokers. Errors and/or omissions in inputting information, while uncommon, are possible. BUYER shall be responsible for verifying the accuracy of pertinent information. Deposit of all funds necessary to close escrow shall be deemed as final acceptance of the property. SELLER agrees to hold all Brokers in the transaction harmless and to defend and indemnify them from any claim, demand, action or proceedings resulting from any omission or alleged omission by SELLER's statements. Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. MFROA /1 P

43 NEVADA LAW TO APPLY Nevada law shall apply to the interpretation and enforcement of this Agreement. ATTORNEY FEES In the event either party is required to engage the services of an attorney to enforce this Agreement, the prevailing party in any proceeding shall be entitled to an award of reasonable attorney's fees, legal expenses and costs. CODE OF ETHICS Not all real estate licensees are REALTOR(S). A REALTOR is a member of the National Association of REALTORS and therefore subscribes to a higher ethical standard in the industry, known as the REALTOR Code of Ethics. To receive a copy of the REALTOR Code of Ethics, ask your real estate professional or the local Association of REALTORS. PROFESSIONAL CONSULTATION ADVISORY A real estate Broker is qualified to advise on real estate. The parties are advised to consult with appropriate professionals including, but not limited to, engineers, surveyors, appraisers, lawyers, CPAs, or other professionals, on specific topics including, but not limited to, land use regulation, boundaries and setbacks, square footage, physical condition, legal, tax, water rights and other consequences of the transaction. THE BUYER ACKNOWLEDGES RECEIPT OF THE FOLLOWING Common Interest-Community "Before You Purchase Property in a Common-Interest Community Did You Know..." Consent to Act Duties Owed by a Nevada Real Estate Licensee Environmental Contact List HUD For your Protection: Get a Home Inspection Information Regarding Private Well and Septic System Residential Disclosure Guide Other Other THE FOLLOWING ADDENDA AND EXHIBITS ARE ATTACHED AND INCORPORATED New Financing Addendum Existing Financing Addendum Seller Financing Addendum (Residential) Lead-Based Paint Disclosure Statement (for properties built prior to ) Range Land Disclosure Used Manufactured/Mobile Home Disclosure Short Sale Addendum to the Offer and Acceptance Agreement Other Other CONDITIONS SATISFIED OR WAIVED IN WRITING Each condition, contingency, approval and disapproval shall be satisfied according to its terms unless waived in writing by the beneficiating party within the time limits specified, or an extension in writing is agreed to by the parties. ENTIRE AGREEMENT This document and the documents incorporated and attached contain the entire Agreement of the parties and supersede all prior Agreements or representations with respect to the property which are not expressly set forth herein. This Agreement may be modified only in writing, signed and dated by both parties. Both parties acknowledge that they have not relied on any statements of any real estate Brokers which are not herein expressed. BUYER acknowledges having read and approved each of the provisions of this Agreement, and have had it reviewed by experts of BUYER s choice and agrees to purchase the described property for the price and on the terms and conditions specified. NO ONE DEEMED DRAFTER BUYER and SELLER hereby agree that neither BUYER, BUYER s Licensee, SELLER, or SELLER s Licensee shall be deemed to be the drafter of this Agreement. In the event this Agreement is ever construed by a court of law, such court shall not construe this Agreement or any provision this Agreement against BUYER, BUYER s Licensee, SELLER or SELLER s Licensee as the drafter. BUYER and SELLER hereby waive any and all rights to claims against each other, and Licensees relating in any way to the drafting of this Agreement. Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. MFROA /1 P

44 LIQUIDATED DAMAGES If BUYER fails to complete the purchase of the property as provided by this Agreement by reason of any default of BUYER, SELLER shall be released from the obligation to sell the property to BUYER and may proceed against BUYER upon any claim or remedy which SELLER may have in law or equity; or BUYER and SELLER hereby acknowledges and agree that it would be impractical and/or extremely difficult to fix or establish actual damages sustained by SELLER as a result of such a default by BUYER and agree the Amount of Deposit(s), $ made by BUYER is a reasonable approximation thereof. Accordingly, in the event BUYER defaults in the performance of this Agreement, the above stated amount shall constitute and be deemed to be the agreed and liquidated damages of SELLER and shall be forfeited by BUYER to SELLER. SELLER agrees to waive all other remedies against BUYER which SELLER might otherwise have in law or equity by reason of such default by BUYER. (Both BUYER and SELLER must initial "agrees" for Liquidated Damages to be part of this Agreement.) [ ][ ] Buyer agrees. [ ][ ] Seller agrees. [ ][ ] Buyer does not agree. [ ][ ] Seller does not agree. If BUYER and/or SELLER do not agree to the Liquidated Damages provision above set forth, and in the event of BUYER s breach or default, SELLER retains the rights and remedies which SELLER may have in law or equity. MEDIATION OF DISPUTES If a dispute arises out of or relates to this Agreement, or its breach, by initialing in the spaces below, BUYER and SELLER agree to first try in good faith to settle the dispute by nonbinding mediation under the Commercial Mediation Rules of the American Arbitration Association or the local Association of REALTORS, before resorting to court action. (Both BUYER and SELLER must initial "agrees" for Mediation to be part of this Agreement.) [ ][ ] Buyer agrees. [ ][ ] Seller agrees. TIME IS OF THE ESSENCE [ ][ ] Buyer does not agree. [ ][ ] Seller does not agree. Time is of the essence of this Agreement. COMMISSIONS SELLER has agreed, by separate listing agreement, to pay real estate commissions for services rendered, at close of escrow %of the accepted price, or $, shall be paid to the BUYER's real estate company,, irrespective of the agency relationship. Address Page of 1 RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. MFROA /1 P

45 EXPIRATION OF OFFER acceptance, including delivery thereof, to BUYER or to on/or before A.M. P.M. on. Per NRS. all offers must be presented to SELLER. This offer shall expire unless BUYER DATE TIME BUYER DATE TIME BUYER s Representation: BUYER s Licensee Name BUYER s Broker Name BUYER s Licensees Nevada License # BUYER s Broker Nevada License # Phone Fax Company Name BUYER s Licensee BUYER s Licensee Signature Office Address City/State/Zip BUYER has delivered the Earnest Money Deposit, payable to Escrow Holder, to Broker to deliver to Escrow unless otherwise stated in this Agreement. BUYER s Broker acknowledges receipt of the Earnest Money Deposit from BUYER for delivery to Escrow Holder. SELLER'S ACCEPTANCE, COUNTER OFFER OR REJECTION OF AGREEMENT SELLER acknowledges having read and approved each of the provisions of this Agreement. Authorization is hereby given Brokers in this Agreement to deliver a signed copy to BUYER and to disclose the terms of sale to members of a Multiple Listing Service or Association of REALTORS at close of escrow. SELLER to check one of the following options and date, time and sign this Agreement. Acceptance of Offer SELLER accepts this offer to purchase, agrees and has the authority to sell the above described property on the terms and conditions as stated herein. Counter Offer SELLER signs this offer subject to a Counter Offer dated. Rejection SELLER rejects the foregoing offer. SELLER DATE Time SELLER DATE Time SELLER s Representation: SELLER s Licensee Name SELLER s Broker Name SELLER s Licensee s Nevada License # SELLER s Brokers Nevada License # Phone Fax Company Name SELLER s Licensee (Print Name) (Licensees acknowledgement of receipt of deposit) (Print Name) Office Address City/State/Zip Page 1 of 1 Address RSAR 01/ MFROA 1/1 P

46 VACANT LAND OFFER AND ACCEPTANCE AGREEMENT RECEIVED FROM, hereinafter designated as BUYER, the amount set forth below as EARNEST MONEY DEPOSIT on account of the PURCHASE PRICE OF $, for the real property situated in the City OR Unincorporated Area of, County of, State of Nevada, commonly described as, consisting of approximately acres square feet. APN (legal description to be supplied in escrow.) EARNEST MONEY DEPOSIT Evidenced by Check or other payable to acceptance and then deposited within one (1) business day with. $ Authorized escrow holder to be selected by BUYER SELLER BALANCE OF CASH DOWN PAYMENT (not including closing costs) $ Source of down payment. held uncashed until CASH PURCHASE BUYER to provide evidence, satisfactory to SELLER, of sufficient cash available to complete this purchase within days of written acceptance. NEW FIRST LOAN PROCEEDS: TYPE Private Conventional SELLER Financing $ Fixed Rate for years. Initial Interest not to exceed %. Adjustable Rate for years. Initial Interest not to exceed % maximum lifetime rate not to exceed %. SUBORDINATION CLAUSE SELLER shall shall not subordinate to a construction loan. Said loan shall shall not be on voucher control. BUYER to lock loan terms within days of acceptance or BUYER agrees to pay prevailing rates. BUYER to pay discount points not to exceed %. SELLER to pay discount points not to exceed %. Any reduction in discount points at closing to be allocated proportionately. Loan origination fee not to exceed % paid by BUYER SELLER. SELLER agrees to pay up to $ in fees which cannot be paid by the BUYER pursuant to FHA or VA regulation. All remaining loan fess shall be paid as required by law, ordinance and/or regulation. OTHER (Specify in Additional Terms and Conditions or Financing Addendum): $ TOTAL PURCHASE PRICE in the sum of (not including closing costs): $ CLOSING Close of Escrow to be. Unless otherwise agreed upon in writing, close of escrow date shall not change from the originally agreed upon closing date. Both parties shall deposit with the authorized escrow holder all funds and instruments necessary to complete the transaction in accordance with the terms herein. Property Address APN Page 1 of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. LOA 1/ P

47 LOAN CONTINGENCY This offer is contingent upon BUYER s ability to obtain financing. Within five () days of acceptance, BUYER agrees to (1) submit completed loan application, including all documentation, to a lender of BUYER's choice, () furnish a pre-approval letter to SELLER based upon a standard factual credit report, acceptable debt to income ratios and sufficient funds to complete transaction; () authorize ordering of the appraisal. If BUYER fails to complete any of the above requirements, SELLER reserves the right to terminate this Agreement and both parties agree to cancel the escrow and return earnest money deposit to BUYER less expenses incurred by BUYER. BUYER consents to the lender s release of loan status and conditions of approval to SELLER and Brokers. SELLER has no obligation to cooperate with BUYER s efforts to obtain any financing other than as specified in this Agreement. APPRAISAL CONTINGENCY (BUYER Initial Required) Included Waived [ / ] [ / ] Appraisal fee to be paid by BUYER SELLER split equally other. It is expressly agreed, notwithstanding any other provisions of this contract, the BUYER shall not be obligated to complete the purchase of the property and shall not be in default in the performance of this Agreement if the appraised value of the property (excluding closing costs) is less than the amount specified as the purchase price. In the event that there are appraisal required repairs and BUYER and SELLER are unable to come to terms, BUYER shall not be obligated to complete the purchase of the property and shall not be in default in the performance of this Agreement. BUYER shall, however, have the option of proceeding with the consummation of the contract without regard to the amount of the appraised valuation. Any required appraisal re-inspections shall be paid by BUYER SELLER split equally other. LOAN AND CONTINGENCY REMOVAL appraisal contingencies. Within days after acceptance BUYER shall remove the loan and CONTINGENT ON SALE AND CONVEYANCE OF OTHER PROPERTY This Agreement IS NOT contingent upon the sale and conveyance of BUYER's property; OR This Agreement IS contingent upon the sale and conveyance of BUYER's property described as. Buyer to select option A or B below. A. BUYER s property is in escrow and scheduled to close on or before. The sale of BUYER s property is not contingent on the sale and conveyance of a third party s property. OR BUYER s property is in escrow and scheduled to close on or before. The sale of BUYER s property is contingent on the sale and conveyance of a third party s property. B. Is currently listed in the MLS System by a REALTOR. OR Will be listed within days in the MLS System by a REALTOR. If the BUYER s property referenced above does not obtain an accepted offer with a scheduled closing on or before within days from this offer, then this Agreement will terminate unless the BUYER and SELLER otherwise agree in writing. SELLER shall have the right to continue to offer this property for sale and accept written backup offers only, subject to BUYER s rights under this Agreement. If the escrow on BUYER s property does not close by, this Agreement will terminate unless BUYER and SELLER otherwise agree in writing. Property Address APN Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. LOA / P

48 DEFINITIONS BROKER includes cooperating Brokers and all Licensees. DAYS means calendar days unless otherwise specified. BUSINESS DAY is a day other than a Saturday or Sunday or a day on which banks in Nevada are authorized or required by law to close. ACCEPTANCE (DATE OF ACCEPTANCE) means the date on which this Agreement and any other counter offers are fully executed and delivered. DELIVERY or RECEIPT shall mean personal delivery, transmission by facsimile (fax), electronic delivery, or certified mail to BUYER, SELLER, BROKER or their representative. In the event of fax transmission, delivery shall be deemed to have occurred at the time noted on the confirmation sheet generated by the sender's fax. In the event of the use of certified mail, delivery and receipt shall be deemed to have occurred three () days following the date of mailing, evidenced by the postmark on the envelope containing the delivered material. In the event of electronic delivery, delivery and receipt shall be deemed to have occurred as set forth in Nevada Revised Statutes (NRS).. COUNTERPARTS AND SIGNATURES BUYER and SELLER acknowledge and agree this Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one and the same instruments. BUYER and SELLER agree that this transaction may be conducted by electronic means, and that signatures transmitted by electronic delivery shall be acceptable for all purposes under this Agreement. Signatures transmitted by electronic delivery shall be accepted as original signatures. VESTED TITLE Title shall vest as designated in Escrow Instructions. EXAMINATION OF TITLE In addition to any encumbrances referred to herein, BUYER shall take title to the property subject to: (1) Real Estate Taxes not yet due, and () Covenants, Conditions, Restrictions (CC&Rs), rights of way, and easements of record, if any, which do not materially affect the value or intended use of the property. Within two () business days of acceptance, SELLER shall order a preliminary report from a title company and CC&Rs if applicable, for the property. Within five () days from BUYER's receipt of the preliminary report and CC&Rs, all exceptions shall be deemed approved unless written objection is delivered to SELLER's Broker within this five () day period. Should BUYER object to any exceptions, SELLER shall use due diligence to remove those exceptions before close of escrow. If those exceptions cannot be removed before close of escrow, BUYER may elect to purchase, subject to the existing exceptions or BUYER may elect to terminate all rights and obligations hereunder, and the deposit shall be returned to BUYER, less expenses incurred by BUYER to date of termination. If SELLER is unwilling or unable to remove such objections, SELLER shall deliver written notification to BUYER's Broker within ten () days of receipt of the objections. TITLE AND CLOSING COSTS BUYER SELLER split equally other shall pay for a (Standard) owner s policy of title insurance. BUYER SELLER split equally other shall pay for a (Standard) lender s policy of title insurance. BUYER is aware additional coverage policies are available. All costs associated with additional coverage policies to be paid for by BUYER SELLER split equally other. Escrow Fee to be paid by BUYER SELLER split equally other. Transfer Tax(es) to be paid by BUYER SELLER split equally other. All remaining closing costs shall be paid in customary manner as required by law, ordinance and/or regulation. OMISSIONS FROM ESCROW INSTRUCTIONS The omission from escrow instructions of any provision herein shall not preclude any party from enforcing that provision. All written representations and warranties shall survive the conveyance of the property. BONDS AND ASSESSMENTS (Other than Common-Interest Communities) In the event there is a bond or assessment which has a principal balance or requires settlement in full prior to close of escrow, the bond or assessment shall be paid by SELLER BUYER assumed by BUYER if allowed split equally other. PRORATION Any and all rents, taxes, interest, homeowner association fees, payments on bonds and assessments assumed by BUYER, and other expenses of the property shall be prorated as of the date of recordation of the deed. Security deposits, advance rentals, or considerations involving future lease credits shall be credited to BUYER at close of escrow. Property Address APN Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. LOA / P

49 REASSESSMENT OF PROPERTY TAX result in a tax increase or decrease. BUYER is advised the property may be reassessed in the future which may ITEMS NOT ADDRESSED Items of a general maintenance or cosmetic nature which do not materially affect value or use of the subject property, which existed at the time of acceptance and which are not expressly addressed in this Agreement are deemed accepted by BUYER. INSPECTIONS Acceptance of this offer is subject to the following reserved right. BUYER has the right to inspect the property, order all inspections, and select qualified professionals including, but not limited to, licensed contractors, certified building inspectors and other qualified professionals who will inspect the property. BUYER shall indicate inspections to be included or waived in the list below. The following is not a comprehensive list of possible inspections; therefore, BUYER should add any additional inspections necessary to satisfy BUYER under OTHER. All inspections and due diligence shall be completed and copies of all inspections shall be provided to both BUYER and SELLER at no additional expense to either party within days of the date of acceptance; OR within days of other contingency. Within the time frame specified above, BUYER shall deliver to SELLER one of the following: A. approval of the inspections and completion of due diligence; OR B. approval of the inspections and completion of due diligence with an attached list of objections. SELLER shall respond in writing within five () business days of delivery; OR C. termination of this Agreement including an explanation how the condition(s) revealed by any inspection and/or due diligence report materially and/or reasonably justify such a decision. If any inspection and/or due diligence is not completed by the deadlines, that inspection and/or due diligence is deemed waived and SELLER is released from liability for the cost of repairs that inspection and/or due diligence would have reasonably identified had it been conducted, except as otherwise provided by law. If BUYER acts reasonably in terminating the Agreement based upon objectionable conditions revealed by the inspection(s) and/or due diligence, BUYER is released from any and all obligations to SELLER and entitled to a refund of the earnest money deposit, less expenses incurred by BUYER. BUYER will be responsible for repairs/restoration of any damage to the property that may be caused by inspections and/or due diligence. INSPECTIONS Included Waived N/A Paid by ENVIRONMENTAL BUYER SELLER GEOTECHNICAL REPORT BUYER SELLER PERCOLATION TEST BUYER SELLER SURVEY Type BUYER SELLER WELL QUALITY BUYER SELLER WELL QUANTITY BUYER SELLER OTHER BUYER SELLER OTHER BUYER SELLER OTHER BUYER SELLER Property Address APN Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. LOA / P

50 DUE DILIGENCE Included Waived N/A Paid by ACCESS EASEMENTS BUYER SELLER AVAILABILITY OF UTILTIES BUYER SELLER DEED RESTRICTIONS BUYER SELLER DETERMINATION IF SITE IS BUILDABLE BUYER SELLER EASEMENTS BUYER SELLER FUTURE LAND USE DESIGNATION(S) BUYER SELLER GOVERNMENTAL APPROVALS BUYER SELLER IMPACT AND/OR DEVELOPMENT FEES BUYER SELLER LEGAL ACCESS (ingress & egress) BUYER SELLER MINERAL RIGHTS BUYER SELLER ROAD MAINTENANCE AGREEMENT BUYER SELLER WATER RIGHTS (in the amount of ) BUYER SELLER WILL SERVE LETTER FROM UTILITY PROVIDER(S) BUYER SELLER ZONING BUYER SELLER OTHER BUYER SELLER OTHER BUYER SELLER OTHER BUYER SELLER [ / ] (Buyer Initials) BUYER affirms the above selections. SELLER agrees to provide reasonable access to the property to BUYER, as well as inspectors representing BUYER, for both inspections and re-inspections as provided in this Agreement and to representatives of lending institutions for appraisal purposes. RE-INSPECTIONS (BUYER Initial Required) Included Waived [ / ] [ / ] SELLER shall have all agreed upon repairs completed no later than days prior to close of escrow and BUYER shall have the right to re-inspect. Re-inspections to by paid by BUYER SELLER split equally other. FINAL WALKTHROUGH BUYER shall have the right to a final walkthrough prior to close of escrow to ensure compliance with the terms of this Agreement. PHYSICAL POSSESSION Physical possession of the property shall be delivered to BUYER upon recordation of the deed or by separate agreement. COMMON-INTEREST PROPERTIES DISCLOSURE The property is is not located in a Common-Interest Community. If so, complete the following: SELLER shall provide, at SELLER s expense, Common-Interest Community documents ( Resale Package ) as required by NRS 1.. SELLER shall order Resale Package within days of acceptance and deliver to BUYER upon receipt. Association transfer fees paid by BUYER SELLER split equally other. Association set up fees paid by BUYER SELLER split equally other. Other Association fees related to the transfer of the Common-Interest Community paid by BUYER SELLER split equally other. The amount of any delinquent assessments including penalties, attorney s fees, and other charges provided for in the management documents shall be paid current by SELLER at close of escrow. Existing Assessments levied shall be paid by BUYER SELLER split equally other. Assessments levied, but not yet due, shall be paid by BUYER SELLER split equally other. BUYER to have five () days from receipt of Resale Package for review. If BUYER does not approve the Resale Package, then written notice to cancel must be given within that same five () day period. Property Address APN Page of Buyer [ / ] and Seller [ / ] have read this page. RSAR 01/ LOA / P 0

51 AREA RECREATION PRIVILEGES AND RULES If applicable, SELLER shall relinquish, on or before close of escrow, recreation privileges, passes, identification cards or keys for access to common-interest community facilities and general improvements. Upon close of escrow, SELLER agrees to pay replacement charges for identification cards or keys that are not relinquished. BUYER shall become familiar with the current common-interest community facilities and general improvement policies regarding recreation privileges and associated costs prior to close of escrow. LAND USE REGULATION BUYER is advised the property may be subject to the authority of the federal government, state, county, city and/or the various courts having jurisdiction. These governmental entities, from time to time, have adopted and revised land use and environmental regulations that may apply to the property, and which, among other things, may restrict new construction, expansion, remodeling and rebuilding of buildings and other improvements. Due to the uncertain effect of land use and environmental regulations that may apply to the property and may affect BUYER's intended use of the property. BUYER is advised to research the possible effect of applicable land use and environmental regulations. Broker makes no representations or warranties regarding the existing permissible uses or future revisions to the land use regulations. ENVIRONMENTAL CONDITIONS BUYER is advised the property may be located in an area found to have special flood hazards as indicated by FEMA, avalanche conditions, freezing temperatures, snow loads, seismic activity and/or wildland fires. It may be necessary to purchase additional insurance in order to obtain any loan secured by the property from any federally regulated financial institution or a loan insured or guaranteed by an agency of the U.S. Government. For further information, consult your lender, insurance carrier or other appropriate agency. HAZARDOUS/NOXIOUS CONDITIONS SELLER represents, to the best of SELLER s knowledge, the property is not contaminated with any hazardous conditions, including but not limited to, asbestos, processed petroleum derivatives, PCB transformers, other toxic, hazardous or contaminated substances, noxious weed, and underground storage tanks. SELLER agrees to disclose to Licensee(s), BUYER, and all prospective BUYER(s) any and all information which SELLER has or may acquire regarding the presence and location of any hazardous/noxious conditions on or about the Property. Both BUYER and SELLER should seek the advice of independent experts regarding the potential presence and/or effect of toxic, hazardous or noxious substances on real property and any improvements to be sold or purchased. WATER METERS BUYER may be required, at some future date, to incur the costs of installation of water meters and/ or conversion to metered rates. WELLS Many factors may affect the performance of a well system. If the property includes a well, BUYER may be required, at some future date, to incur the costs of connecting the lot to a public water system. See Information Regarding Private Well and Septic System. ADDITIONAL FEES Some areas may include/impose additional fees or charges for the remediation of water systems. SEPTIC SYSTEMS If the property includes a septic system, BUYER may be required, at some future date, to incur the costs of connecting the lot's plumbing to a public sewer system. See Information Regarding Private Well and Septic System. At close of escrow, BUYER assumes all future costs associated with water meters, wells and septic systems. PRIVATE ROADS SELLER shall disclose if the property shares a common road or access driveway or right of way with other property. If a road maintenance agreement exists, SELLER to provide the agreement to BUYER. WATER RIGHTS agreement. AGRICULTURAL DEFERMENT TAX Agricultural Recapture tax. Water rights, if any, to be included with the property unless specifically excluded by deed or mutual BUYER and SELLER are advised property may be subject to a deferred Property Address APN Page of Buyer [ / ] and Seller [ / ] have read this page. RSAR 01/ LOA / P 1

52 ADDITIONAL TERMS AND CONDITIONS: TAX WITHHOLDING (FIRPTA) Unless the property is sold for no more than $00,000, SELLER agrees to provide BUYER with (a) Non-Foreign Seller Affidavit, or (b) Witholding Certificate Form from the Internal Revenue Service stating that withholding is not required. In the event none of the foregoing is applicable, BUYER requires a percentage of SELLER s proceeds to be withheld by escrow to comply with the FOREIGN INVESTMENT AND REAL PROPERTY TAX ACT (IRC Section 1). TAX DEFERRED EXCHANGE In the event BUYER or SELLER wishes to enter into an IRC tax deferred exchange for the real property described herein, each of the parties agrees to cooperate with the other party in connection with such exchange, including the execution of such documents as may be reasonably necessary to effectuate the same. Provided that the other party shall not be obligated to delay the closing, all additional costs in connection with the exchange should be borne by the party requesting the exchange, and the other party shall not be obligated to execute any note, contract, deed, or other document providing for any personal liability which would survive the exchange. The other party shall be indemnified and held harmless against any liability arising or is claimed to have arisen on account of the acquisition of ownership of the exchange property. VERIFICATION OF INFORMATION Any information relating to land or its use, and/or improvements of the land are approximate or estimates only, and neither SELLER nor Brokers involved make any representation or guarantee regarding the accuracy. Any oral or written representations by SELLER or Brokers regarding age of improvements, size, and square footage of parcel or building, or location of property lines, may not be accurate. Apparent boundary line indicators such as fences, hedges, walls, or other barriers may not represent the true boundary lines. Brokers are not obligated to investigate the status of permits, zoning, or code compliance. BUYER to satisfy any concerns with conditions that are an important or critical element of the purchase decision. BUYER has not received or relied upon any representations by either Brokers or SELLER with respect to the condition of the property which are not contained in this Agreement or in any attachments. The information contained in the Multiple Listing Service, computer or advertisements, and feature sheets pertaining to this property are not warranted or guaranteed by Brokers. Errors and/or omissions in inputting information, while uncommon, are possible. BUYER shall be responsible for verifying the accuracy of pertinent information. Deposit of all funds necessary to close escrow shall be deemed as final acceptance of the property. SELLER agrees to hold all Brokers in the transaction harmless and to defend and indemnify them from any claim, demand, action or proceedings resulting from any omission or alleged omission by SELLER's statements. NEVADA LAW TO APPLY Nevada law shall apply to the interpretation and enforcement of this Agreement. MEDIATION For information purposes only. If a dispute arises out of or relates to this Agreement, or its breach, the parties are aware that the local Association of REALTORS has a Dispute Resolution Service (DRS) available. A DRS brochure is available upon request. ATTORNEY FEES In the event either party is required to engage the services of an attorney to enforce this Agreement, the prevailing party in any proceeding shall be entitled to an award of reasonable attorney's fees, legal expenses and costs. CODE OF ETHICS Not all real estate licensees are REALTOR(S). A REALTOR is a member of the National Association of REALTORS and therefore subscribes to a higher ethical standard in the industry, known as the REALTOR Code of Ethics. To receive a copy of the REALTOR Code of Ethics, ask your real estate professional or, the local Association of REALTORS. Property Address APN Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. LOA / P

53 PROFESSIONAL CONSULTATION ADVISORY A real estate Broker is qualified to advise on real estate. The parties are advised to consult with appropriate professionals, including but not limited to, engineers, surveyors, appraisers, lawyers, CPAs, or other professionals, on specific topics, including but not limited to, land use regulation, boundaries and setbacks, square footage, physical condition, legal, tax, water rights and other consequences of the transaction. THE FOLLOWING HAVE BEEN RECEIVED AND ACKNOWLEDGED BY BUYER: Common Interest Community Information Statement "Before You Purchase..." Consent to Act Duties Owed by a Nevada Real Estate Licensee Information Regarding Well and Septic System Vacant Land Due Diligence Resource Guide Other Other THE FOLLOWING ADDENDA AND EXHIBITS ARE ATTACHED AND INCORPORATED: Range Land Disclosure SELLER Financing Addendum (Residential) Other Other CONDITIONS SATISFIED OR WAIVED IN WRITING Each condition, contingency, approval and disapproval shall be satisfied according to its terms unless waived in writing by the benefiting party within the time limits specified, or an extension in writing is agreed to by the parties. Each party shall diligently pursue the completion of this transaction. ENTIRE AGREEMENT This document and the documents incorporated and attached contain the entire Agreement of the parties and supersede all prior Agreements or representations with respect to the property which are not expressly set forth herein. This Agreement may be modified only in writing, signed and dated by both parties. Both parties acknowledge that they have not relied on any statements of any real estate Brokers which are not herein expressed. BUYER acknowledges having read and approved each of the provisions of this Agreement and agrees to purchase the described property for the price and on the terms and conditions specified. SELLER DEFAULT If SELLER defaults in the performance of this Agreement, BUYER shall have the right to recover from SELLER all of BUYER s actual damages that BUYER may suffer as a result of SELLER s default, and to pursue any and all other remedies available at law or in equity (including specific performance). BUYER DEFAULT BUYER must initial only one of the following. If BUYER defaults in the performance of this Agreement SELLER shall have the right to: A. [ / ] (Buyer Initials) Liquidated Damages: SELLER may retain, as its sole legal recourse, the earnest money deposit. BUYER and SELLER hereby acknowledge that SELLER s actual damages would be difficult to measure and that the earnest money deposit is a fair and reasonable estimate of such damages. OR B. [ / ] (Buyer Initials) Actual Damages: SELLER shall have the right to recover from BUYER all of SELLER s actual damages that SELLER may suffer as a result of BUYER s default, and to pursue any and all other remedies available at law or in equity. C. TIME IS OF THE ESSENCE Time is of the essence of this Agreement. SELLER has agreed, by separate listing agreement, to pay real estate commissions for services rendered, at close of escrow. As published in the MLS, % of the accepted price, or $, shall be paid to BUYER's real estate company,, irrespective of the agency relationship. Property Address APN Page of RSAR 01/ Buyer [ / ] and Seller [ / ] have read this page. LOA / P

54 EXPIRATION OF OFFER Per NRS. all offers must be presented to SELLER. This offer shall expire unless acceptance, including delivery thereof, to BUYER or to on/or before A.M. P.M. on. BUYER DATE TIME BUYER DATE TIME BUYER s Representation: BUYER s Licensee Name BUYER s Broker Name BUYER s Licensee Nevada License # BUYER s Broker Nevada License # Phone Fax Company Name BUYER s Licensee BUYER s Licensee Signature Office Address City/State/Zip SELLER'S ACCEPTANCE, COUNTER OFFER OR REJECTION OF AGREEMENT SELLER acknowledges having read and approved each of the provisions of this Agreement. Authorization is hereby given Brokers in this Agreement to deliver a signed copy to BUYER and to disclose the terms of sale to members of a Multiple Listing Service or Association of REALTORS at close of escrow. SELLER to check one of the following options and date, time and sign this Agreement. Acceptance of Offer SELLER accepts this offer to purchase, agrees and has the authority to sell the above described property on the terms and conditions as stated herein. Counter Offer SELLER signs this offer subject to a Counter Offer dated. Rejection SELLER rejects the foregoing offer. SELLER DATE Time SELLER DATE Time SELLER s Representation: SELLER s Licensee SELLER s Broker Name SELLER s Nevada License # SELLER s Brokers Nevada License # Phone Fax Company Name SELLER s Licensee (Print Name) (Licensees acknowledgement of receipt of deposit) (Print Name) Office Address City/State/Zip Property Address APN Page of RSAR 01/ LOA / P

55 Minor Form Changes Page 1: Terms of Sale - Changes agent to licensee and removes the alphabetic dollar reference. Page : Property Under Management/Lease - Add language for the seller to notify any tenants that the property is going to be put on the market for sale. Page : Additional Listing Terms - Added a section for additional terms. Minor Form Changes Title: Re-named the form to reflect the recommendations of the EPA. Page 1: Lead Warning Statement - Mirrored the language recommendations of the EPA. P

56 Minor Form Changes Page 1: Seller s Disclosure - Mirrored the language recommendations of the EPA. Page 1: Buyer s Acknowledgement - Mirrored the language recommendations of the EPA. Minor Form Changes Page : Bedrooms - Added a description line for all of the following P

57 Minor Form Changes Page : Other Rooms and Bathrooms - Added a description line for all of the following Page : Laundry Room - Added a Laundry Room section Minor Form Changes Page : Tenant - Added the definition of public nuisance and added a section for smoking and damages to the property related to smoking P

58 Minor Form Changes Page 1: Terms - Deleted confusing language. Minor Form Changes The following forms have been updated to reflect the term licensee instead of agent. Also, all addendums now include the following : -Day Notice Addendum Cancellation of Instructions Addendum Commercial Arbitration Addendum Commercial Existing Financing Addendum Commercial Seller Financing Addendum Counter Offer Counter to Counter Drug Free Housing Lease/Rental Addendum Foreclosure Lease/Rental Addendum Foreclosure Property Management Addendum Lead Based Paint Lease/Rental Addendum Lyon County Right to Farm Addendum Residential Lease/Rental Agreement Notice of Required Repairs Addendum Pet Agreement Pet Application Property Management Exhibit Property Management Utilities Property Management Agreement Request Submission of New Offer Residential Resale Package Seller Financing Addendum (Residential) Short Sale Addendum to the Offer and Acceptance Agreement Smoke Detector Addendum Truckee Carson Irrigation District Canal Disclosure Form Well and Septic Information Statement P

59 Discontinued Forms The following forms have been discontinued: Seller s Vacant Land Disclosure Form - Replaced by Vacant Land Due Diligence Resource Have an idea for a new form or a recommendation to update an existing form? Please submit the Risk Reduction Form Request. This form is located at under Top Links, under the Risk Reduction Committee page or may request one from info@rsar.realtor. P

60 Once again, thank you to the Risk Reduction Committee for all their hard work. Amy Shocket, Chair Lin Lansdon, Vice Chair Amanda Alfaro Ken Amundson Scott Barnes Debra Bily-Nevin Sherrie Cartinella Donna Clark Helen Graham Dave Hansen Richard Johnson Richard Jones Lois Kidder Kenneth Lund Jan Mackenzie Reed Minton Alexandra Musser Deby O Gorman Heidi Oleson J.P. Pilkinton Mark Powers Evelyn Rice Ben Scheible Sara Sharkey- Alexander Syliva Smith Toni Taylor John Townley P 0