OPENING BID AMOUNT Lau eki Street, The Four Seasons Hualalai Ka Nehe Place, Kuki o Punaloa Place, Kuki o

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1 BIDDER REGISTRATION AUCTION TERMS & CONDITIONS Kailua- Kona, Hawaii Auction to be held January 18, 2010 at 11:00am HDT at Ka Nehe Place, Kuki o, Kailua- Kona, Hawaii Submit via fax to or to a Concierge Auctions representative PRIOR TO 5:00PM HDT ON JANUARY 17, 2010 Bidder Name: ( Bidder ) Home Phone: Work Phone: Address: Fax Number: Mailing Address: OPENING BID AMOUNT Opening bids may be used to open the bidding at the auction. If the same opening bid amount should be submitted by more than one bidder, the form first received by Concierge will take precedence. Please refer to the Auction Terms & Conditions below for further clarification and instruction. Initial if Bidding Properties Opening Bid (in US Dollars) Lau eki Street, The Four Seasons Hualalai Ka Nehe Place, Kuki o Punaloa Place, Kuki o Lots 26 & 29, Kuki o Selling Bidder s Choice AUCTION TERMS & CONDITIONS The following Auction Terms & Conditions and the Contract referred to in paragraph 6 below are Concierge Auctions, LLC ("Concierge") and the Seller's entire agreement with the Bidder/Buyer relative to the properties included in this sale. The Auction Terms & Conditions and all other publicized elements of the Auction are subject to amendment by the posting of notices or by oral announcements made during the sale. By participating in any sale, you acknowledge that you are bound by these terms and conditions.

2 1. Bidding. All bidding is open to the public without regard to race, color, sex, religion, familial status, handicap or national origin. The sale is not subject to financing. Concierge reserves the right to reject any bid. The highest bidder acknowledged by the auctioneer will be the buyer ( Buyer ). In the event of any dispute between bidders, or in the event of doubt on our part as to the validity of any bid, the auctioneer will have the final discretion to determine the successful Buyer, cancel the sale, or to reoffer and resell the property in dispute. If any dispute arises after the sale, the sale record of Concierge is conclusive. Although in Concierge s discretion absentee bids and telephone bids will be accepted as a convenience to clients who are not present at auctions, Concierge is not responsible for any errors or omissions in connection therewith. Prospective Bidders should also consult for the most up to date information regarding the properties offered in this sale. 2. Bidder's Card. To obtain a bidder's card, every bidder must either wire funds into the Escrow Agent s account or show certified funds at the time and place of the Auction in the amount of $100, All certified funds are to be made payable to yourself and shall be endorsed over to the Escrow Agent if you are the highest bidder. Prior to 5:00pm HDT on January 17, 2010, every Bidder must sign and submit these Terms and Conditions of Sale as agreed and understood. 3. Terms. As used in these Auction Terms and Conditions, the term High Bid shall mean the highest bid acknowledged by the Auctioneer, the term Buyer Premium shall mean the ten percent (10.00%) premium due from Buyer on the High Bid (see paragraph 4), and the term "Total Price" shall mean the sum of the High Bid plus the Buyer Premium, minus any Buyer Bonus (see paragraph 5), exclusive of any applicable closing costs in accordance with the Contract. 4. Buyer Premium. A ten percent (10.00%) premium shall be paid by the Buyer upon the High Bid. Example: High Bid: $10,000, Add 10% Buyer Premium: $ 1,000, Total Price: $11,000, Lau eki Street Buyer Bonus. A Buyer Bonus will be offered on the opening bid amount on Lau eki Street for every opening bid at or above the following amounts placed by the Buyer according to the terms outlined below. The Buyer Bonus will be deducted from the Buyer Premium should the Buyer be the successful purchaser of the Lau eki Street. One percent (1.00%) bonus for every opening bid at or above $8,000, Two percent (2.00%) bonus for every opening bid at or above $9,000, Three percent (3.00%) bonus for every opening bid at or above $10,000, Example: High Bid: $10,000, Add 10% Buyer Premium: $ 1,000, Opening Bid: $ 9,500, Minus Buyer Bonus (2% at $9.5M): $ 190, Total Price: $10,810, a. In order to qualify for the Buyer Bonus, this form, inclusive of Opening Bid amount, must be submitted via fax to Concierge at , or directly to a Concierge representative, for receipt prior to 5:00 PM on January 15, b. Buyer understands that if no opening bid amount is submitted, he/she will not receive the bonus. c. No oral registration will qualify for Buyer Bonus. 6. Furnishings Lau eki Street, Ka Nehe Place, and Punaloa Place are being sold furnished. All current fixtures, appliances, furnishings and accessories shall be included in the sale. 7. Bid Acceptance. Once bidding is complete and the Buyer is declared, Buyer shall immediately execute the Purchase Contract ( Contract ) and Buyer shall be required to post the wire or certified funds equal to $100, plus a personal check to make up the balance for a ten percent (10.00%) Contract deposit on the Total Price (the Deposit ) Ka Nehe Place, Punaloa Place, Lot 26 and Lot 29: These properties are selling absolute, with no minimum bid or reserve. The Sellers shall immediately execute the Contracts upon the close of bidding.

3 Lau eki Street: If the High Bid is $8,000,000 or greater, then the Seller shall immediately execute the Contract. If the High Bid is below $8,000,000, then the Seller shall have the ability to accept, counter, or reject the Contract on or before 5:00pm HDT on January 21, Closing and Escrow Agent. Closing services and escrow services shall be provided by Title Guaranty Escrow Services, Inc., 235 Queen Street, Honolulu, Hawaii 96813, Attn: Barbara Paulo ( Closing Agent and Escrow Agent ). 9. Closing Date. The Closing Date shall be scheduled for February 18, Default. If Closing is delayed by action, lack of action or failure to comply with these Auction Terms & Conditions or Contract by the Buyer, default will be declared and the Deposit and Buyer Premium may be retained by the Lender, Seller, Seller s Broker, and/or Concierge in accordance with the agreement between them. 11. Prorations. Real estate taxes, association fees (if any), water and sewer charges will be prorated as of the Closing Date. 12. Closing Costs. The Seller shall pay for the title search and title insurance. The Buyer shall pay the conveyance tax on the deed. All other closing costs shall be distributed in accordance with the norms in the county and state where the property is located. See draft Auction Day Purchase Contract. 13. Auction Procedures. Open and verbal announcements made at the Auction will take precedence over all printed material. Seller reserves the right at his/her sole discretion to accept or reject any offers made before the Auction begins. Method, order of sale, and bidding increments shall be at the sole discretion of the Auctioneer. Auction does not begin until Auctioneer accepts the first bid on the day of the Auction. 14. Disclaimer/Property Inspection. It is the Bidder s sole responsibility to perform any inspections Bidder deems pertinent to the purchase of this property(s) and to be satisfied as to the property's condition prior to bidding. The properties, both real and personal, are being sold in their existing "AS IS WHERE IS" condition, with no expressed or implied guarantees or warranties whatsoever, unless required by law. Personal on- site inspection of the property(s) is recommended and bidders are advised to independently verify all information they deem important. Concierge, its agents and affiliates, Auctioneer, and the Sellers assume no liability for errors or omissions in these or any other property listings or advertising, promotional or publicity statements and materials. Although information has been obtained from resources deemed reliable, neither Concierge, its agents and affiliates, the Auctioneer nor Seller make any guarantee as to the accuracy of any such information. All information contained in the Bidder/Information Package, web site or any other promotional materials, including but not limited to square footage, acreage, dimensions, maps, taxes, etc. was provided by the Seller and is believed to be accurate and complete. However, neither the Seller, Seller's Broker, Concierge, its agents and affiliates, nor the Auctioneer makes any guarantee or warranty as to the accuracy or completeness of such information. Bidder and Bidder s Sales Associate/Broker shall bear the sole responsibility to confirm all information relevant to the properties prior to bidding. Neither the Seller, Seller's Broker, Concierge, its agents and affiliates, nor the Auctioneer shall be liable for any relief, or adjustments if the amount of acreage, square footage, zoning, environmental condition or any other information fails to conform to any specific standard, expectation, or any published information. 15. Sales Associate/Broker Commission. A three percent (3.00%) commission/referral will be paid on the High Bid (not including the Buyer Premium) to any properly registered and licensed real estate Sales Associate or Broker whose client is the successful purchaser of the property(s). This client must close on the property(s) and must pay the total contract price for the property(s). In order to be entitled to any commission/referral, the Sales Associate/Broker must: a. Register his or her client by completing and executing this document in full. b. Submit this executed form via fax to Concierge at , or directly to a Concierge representative, for receipt prior to 5:00 PM HDT on January 17, c. BRING A COPY OF THIS COMPLETED BIDDER REGISTRATION FORM TO FORMAL REGISTRATION ON AUCTION DAY. d. Attend and register with the client at the auction and encourage bidding. e. Abide by the guidelines outlined herein. f. The client closes the purchase in accordance with the Contract.

4 16. Title. Title to the properties shall pass to the Buyer at formal settlement. Title will be free and clear of all liens and Seller will convey good and marketable title in accordance with the Contract. 17. No Financing Contingency. THIS IS A CASH TRANSACTION WITH NO CONTINGENCY FOR FINANCING. Buyer may finance a portion of the total contract price, but Buyer's obligation to proceed with the purchase is not contingent upon the Buyer obtaining financing. If the Buyer is unsuccessful in obtaining financing and is unable to go to settlement within the required time period, the Deposit and Buyer Premium provided by the Buyer shall be forfeited. 18. Dispute and Withdrawal. The Auctioneer may, in the event of any dispute between bidders, determine the successful bidder or re- offer and resell the property in dispute. Should there be any dispute after the Auction, Concierge's record of the High Bid, and the Total Price shall be conclusive. Auctioneer reserves the right to withdraw the property(s) before or at the Auction in his sole discretion and shall have no liability whatsoever for such withdrawal. If Auctioneer perceives attempted collusion, Auctioneer will cancel the Auction. Collusion between bidders is prohibited by the Federal Anti Trust Laws. All decisions of the Auctioneer are final as to methods of bidding, bidding increments, cancellation or any other matters that may arise before, during or after the Auction. Auctioneer reserves the right to deny any person admittance to the Auction or expel anyone who Auctioneer believes may disrupt or interfere with the Auction in any way. 19. Conditions of Default. If any conditions contained herein are not complied with by the Buyer, Auctioneer may, in addition to asserting all remedies available by law, including the right to hold defaulting Buyer liable for the purchase price, either a) cancel the sale, retaining as liquidated damages any payment made by such buyer, b) resell the property(s) with or without reserve at public auction or privately on seven (7) calendar days' notice to such buyer, or c) take such other action as it deems necessary or appropriate. If Auctioneer resells the property(s), the original defaulting Buyer shall be liable for the payment of any deficiency in the purchase price plus all costs and expenses, reasonable attorney's fees, commissions, incidental damages and all other charges due hereunder. Any remedies available to the Auctioneer in accordance with these Auction Terms & Conditions are in addition to those available to the Seller pursuant to the Contract and applicable state law. 20. State Laws. The respective rights and obligations of the parties with respect to the conditions of sale and the conduct of the auction shall be governed and interpreted by the laws of the state in which the auction is held. By bidding at an auction, whether present in person, or by agent, by written bid, telephone or other means, the Bidder shall be deemed to have agreed to the Auction Terms & Conditions and have consented to the jurisdiction of the courts sitting in such state. By bidding at an auction, whether present in person or by agent, order bid, telephone or other means, the purchaser shall be deemed to have consented to the jurisdiction of the state courts, and the federal courts sitting in the State of New York. 21. CANCELLATION. AUCTIONEER RESERVES THE RIGHT TO CANCEL, POSTPONE OR WITHDRAW THE PROPERTY(S) BEFORE OR UP TO THE START OF THE AUCTION. THE AUCTIONEER RESERVES THE RIGHT TO OFFER THIS PROPERTY IN ANY MANNER AND RESERVES THE RIGHT TO SELL THE PROPERTY IN ANY MANNER HE SO DESIRES UP TO THE START OF THE AUCTION. THE AUCTION DOES NOT START UNTIL THE AUCTIONEER ACCEPTS THE FIRST BID ON THE DAY OF THE AUCTION. ALL ANNOUNCEMENTS MADE FROM THE AUCTION BLOCK WILL TAKE PRECEDENCE OVER ANY PREVIOUSLY PRINTED MATERIAL OR ANY OTHER ORAL STATEMENTS MADE. ABSENTEE AND PHONE BIDDING ARE AVAILABLE. FOR DETAILED INSTRUCTIONS, CONTACT CONCIERGE AT DISCLAIMER: BIDDER ACKNOWLEDGES AND AGREES THAT: (1) SELLER MAY HAVE PRE- BIDS ON ITS PROPERTY(S) PRIOR TO AUCTION DAY; 2) THE PARTY MAKING SUCH PRE- BIDS MAY OR MAY NOT HAVE A FINANCIAL INCENTIVE TO MAKE SUCH PRE- BID; AND 3) AT ALL TIMES THE PARTY MAKING THE PRE- BID IS A BONA FIDE BUYER AND SHALL CONTRACT AND CLOSE ON THE PROPERTY IN THE EVENT ITS PRE- BID IS THE HIGH BID. SHOULD YOU HAVE ANY QUESTIONS REGARDING THIS DISCLAIMER YOU SHOULD CONSULT THE AUCTIONEER OR YOUR COUNSEL. [signature page to follow]

5 IF BIDDER IS REPRESENTED BY A SALES ASSOCIATE OR BROKER: Sales Associate/Broker: Address: License Number: Cellular Phone: Work Phone: Firm or Company: Broker Number: Company Address: Company Phone: Tax ID Number: By signing below, I have read, understood and agree to the above Auction Terms & Conditions. I will not claim any exceptions to the procedures outlined in this document unless made in writing & signed by Seller. Bidder Signature Date If applicable, Sales Associate/Broker Signature Date Submit via fax to or to a Concierge Auctions representative PRIOR TO 5:00PM HDT ON JANUARY 17, 2010.