REAL ESTATE AUCTION PARTICIPATION AGREEMENT

REAL ESTATE AUCTION PARTICIPATION AGREEMENT July 19, 2018 6449 Rainbow Heights Rd. Fallbrook, CA THIS REAL ESTATE AUCTION PARTICIPATION AGREEMENT ( Agreement ) defines your rights and obligations and the terms and conditions of your participation in the real estate auction for the property as conducted by MECUM AUCTIONS, INC., a Wisconsin corporation ( Mecum ). I. DEFINITIONS Agreement this Real Estate Auction Participation Agreement, as amended from time to time. Auction the live event and online simulcast in which the Property will be made available to Bidders for purchase. Auction Participation Amount the sum of Ten Thousand and 00/100 dollars ($10,000.00). Auctioneer Mecum Auctions, Inc., a Wisconsin corporation (sometimes referred to as Mecum ). Bidder a prospective purchaser at the Auction who has registered under the terms of this agreement. Bidder Number Each Bidder will receive a unique identification number that must be shown to the Auction clerk on the day of the Auction. Buyer s Premium auction services compensation due and payable by Buyer to Auctioneer equal to ten percent (10%) of the Winning Bid and shall be paid by the Buyer to Mecum upon execution of the Purchase Agreement. For example, if the Winning Bid on the Property is $100.00, the Buyer s Premium is $10.00. Broker/Agent Refers to a real estate broker or agent that is licensed in the State of California and who represents a Bidder. Deposit three percent (3%) of the Purchase Price. Highest Bid the final, highest bid that is received and acknowledged by Mecum and submitted to the Seller for review, consideration and acceptance. Highest Bidder the individual or entity who submits the Highest Bid during the Auction. Participant a Person who registers for the Auction and receives a Bidder Number. Person a natural person, corporation, limited liability company, trust or any other entity. Property the residential real estate located at 6449 Rainbow Heights Rd., Fallbrook, California. Purchase Agreement the residential purchase agreement and related documents that the Winning Bidder is required to execute in accordance with the terms and conditions of this Agreement. The Purchase Agreement contains the final terms and conditions for the sale of the Property. Seller the owner and seller of the Property. Seller s Broker a real estate broker or agent licensed in the State of California and hired by the Seller to sell the Property. Purchase Price the Winning Bid. Website the Auction website found at www.mecum.com. Winning Bid the Highest Bid accepted by the Seller. Winning Bidder the Participant who has the Winning Bid (sometimes referred to as Buyer ) You or Your any Person registering for the Auction; the Participant. Page 1 of 6 Email: bidding@mecum.com www.mecum.com Initials

II. EVENT PARTICIPATION AND REGISTRATION A. Telephone Participants 1. As a Telephone Participant, You must register for the Auction at least forty-eight (48) hours prior to the Auction. Bidding is limited to Persons who have the legal capacity to contract under the laws of the State of California. Within forty-eight (48) hours prior to the Auction, Telephone Participants must wire good, clean funds equal to the Auction Participation Amount to the Escrow Account designated by Mecum to hold funds related to the Auction and subsequent sale of the Property. ONLY AFTER YOU HAVE COMPLETED THE REGISTRATION AND ESCROW HAS CONFIRMED RECEIPT OF THE AUCTION PARTICIPATION AMOUNT WILL A BIDDER NUMBER BE ASSIGNED. TELEPHONE PARTICIPANTS WILL BE CALLED DURING THE AUCTION BIDDING. i. If You are not the Winning Bidder, the Auction Participation Amount will be returned via federal wire to You, less any wire fees charged by the bank, within two business days after the Auction. ii. Each Telephone Participant is solely responsible for all bids submitted using the Participant s Bidder Number. You expressly warrant and agree that neither Mecum, the Seller, nor any of their employees and agents are responsible for any unauthorized use of any Participant s Bidder Number, including the submission of unauthorized bid(s) during the Auction. iii. IN THE EVENT THAT YOU BELIEVE YOUR BIDDER NUMBER HAS BEEN COMPROMISED OR MADE AVAILABLE TO ANY UNAUTHORIZED THIRD PARTY, YOU AGREE TO IMMEDIATELY NOTIFY MECUM VIA FACSIMILE, CONFIRMED EMAIL OR OTHER WRITING PERSONALLY DELIVERED TO MECUM. Upon receipt, Mecum will cancel your Bidder Number. If sufficient time exists prior to the beginning of the Auction, as determined solely in the opinion of Mecum, Mecum will issue You a new Bidder Number. B. On-site Participants 1. If You desire to participate in the Auction at the Auction site, You may, on the day of the Auction, personally or through Your Broker or other agent, register at the Property. Auction registration on the day of the Auction must be completed thirty (30) minutes prior to the start of the Auction. Registration and bidding by on-site Participants is limited to Persons who have the legal capacity to contract under the laws of the State of California. 2. To obtain a Bidders Number, You must complete the Auction Registration Form and deliver to the Auction clerk a certified or cashier s check for the Auction Participation Amount. All certified or cashier s checks are to be made payable to yourself and shall be endorsed over to the designated Escrow company at the Auction if you are the Winning Bidder; certified or cashier s checks for unsuccessful Participants will be returned upon conclusion of the Auction. III. BIDDING AND PURCHASE A. Bidding Process: 1. The Auctioneer may open bidding on the Property by placing a bid on behalf of the Seller up to any reserve price of the Property. Thereafter, or after the first bid by a Participant, only bids in increments of $10,000 or more will be acknowledged by the Auctioneer. The Auctioneer may, in the event of any dispute between bidders, determine the Highest Bidder or re-offer the Property for Auction. Should there be any dispute after the Auction, the Auctioneer s record of the final bid and the amount bid shall be conclusive. 2. The Auctioneer reserves the right to withdraw the property before or at the Auction in its sole and absolute discretion. If the Auctioneer perceives attempted collusion, the Auctioneer will cancel the Auction. Collusion between bidders is prohibited by law. 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. The Auctioneer reserves the right to deny any Person or Participant admittance to the Auction or expel anyone who Auctioneer believes may disrupt or interfere with the Auction in any way. B. Reserve This Auction is subject to a Seller s reserve. As such, the Seller reserves the right to withdraw the Property from the Auction at any time and the Seller retains the option to accept or deny, at its sole and Page 2 of 6 Email: bidding@mecum.com www.mecum.com Initials

absolute discretion, until such time as the Auctioneer declares the Highest Bid as the Winning Bid and closes the Auction. THE HIGHEST BID WILL BE THE WINNING BID ONLY UPON ACCEPTANCE OF THE HIGHEST BID BY THE SELLER AND THE AUTIONEER DECLARES THE HIGHEST BID AS THE WINNING BID. IN THE EVENT THE SELLER DOES NOT ACCEPT THE HIGHEST BID AS THE WINNING BID, THE HIGHEST BIDDER WILL NOT BE ELIGIBLE TO PURCHASE THE PROPERTY AS THE WINNING BIDDER. C. Winning Bidder: 1. If the Seller accepts Your bid and You are acknowledged by the Auctioneer as the Winning Bidder, You will be contractually obligated to purchase the Property and You must execute the written Purchase Agreement. 2. Once You are declared the Winning Bidder, the Purchase Agreement and certain other documents will be delivered for Your signature. The Purchase Agreement contains the exact terms and conditions of the sale. The Winning Bidder must agree to be bound by all terms, provisions and conditions of the Purchase Agreement and the related conveyance documents, if any, for the Property. 3. The Winning Bidder is required to wire funds to the Seller s Escrow Account in the amount equal to the Deposit within twenty-four (24) hours after the Winning Bidder executes the Purchase Agreement. The Deposit will be subject to the terms and conditions in the Purchase Agreement. 4. If the Winning Bidder fails to execute the Purchase Agreement at completion of the Auction and deliver to Seller s Broker immediately at the conclusion of the Auction, either the Auctioneer or Seller can declare the Winning Bidder to be in default. In the event of a declaration of default, the Winning Bidder s bid shall be null and void and: (a) the Winning Bidder shall forfeit the right to purchase the Property; (b) Mecum shall be entitled to retain the Auction Participation Amount as liquidated damages for the Winning Bidders breach; (c) the Seller reserves the right to put the Property into another Auction and/or declare another Participant as the Winning Bidder; and (d) the Seller shall retain any and all remedies at law and in equity the Seller may have resulting from the Winning Bidder s breach. 5. The Winning Bidder shall wire the Buyer s Premium less the Auction Participation Amount to the Auctioneer as instructed by the Auctioneer within twenty-four (24) hours after the Buyer executes the Purchase Agreement. Failure of the Winning Bidder to wire the Buyer s Premium as instructed in this paragraph will be deemed a breach by Buyer of this Agreement and the Purchase Agreement. IV. DUE DILIGENCE, DISCLAIMER, PARTICIPANT REPRESENTATIONS A. Due Diligence It is Your sole responsibility to perform any inspections You deem necessary to purchase the Property and to be satisfied as to the Property s condition prior to bidding. The Property is being sold in its existing AS IS WHERE IS condition, with no expressed or implied guarantees or warranties whatsoever. Personal on-site inspection of the property is recommended, and You are advised to independently verify all information You deem appropriate in determining whether to participate in the Auction. B. Disclaimer Neither Mecum nor any of its agents assume any liability for errors or omissions in this or any other document or communication describing, listing, advertising or promoting the Property or the Auction. Although information has been obtained from resources deemed reliable, Mecum makes no representation, warranty or guarantee, express or implied, as to the accuracy of any such information. All information contained in this Agreement, the Website, Purchase Agreement or any other document or any other promotional materials describing the Property, including but not limited to square footage, acreage, dimensions, maps, taxes, the number and size of any rooms, or the number of structures on the Property, etc., was provided by the Seller and/or Seller s agents and is believed to be accurate and complete. Page 3 of 6 Email: bidding@mecum.com www.mecum.com Initials

C. Participant Representations to Mecum. 1. You represent and warrant that You are not relying on any information provided to You by Mecum regarding the Property, its use or any other document regarding the Property and that You are relying solely on Your own analysis of the Property, its description and use in deciding whether or not to participate in the Auction. 2. Your participation in the Auction represents to Mecum that You have conducted all necessary research and due diligence that You deem appropriate or necessary to bid on the Property and that You have sufficient resources or financing options to purchase the Property under the terms and conditions of the Purchase Agreement. 3. In connection with any investigation, inspection or due diligence conducted on the Property by You or any Person acting on Your behalf, You represent and agree, and agree to cause such Persons to agree to: (a) keep the Property free and clear of liens; (b) repair any and all damage arising from such inspection; and (c) indemnify, defend and hold harmless Mecum, its affiliates and their respective directors, officers and employees from all claims, demands, damages, expenses, fees, penalties, fines, liabilities and/or costs arising directly or indirectly from acts on Your part or on the part of any of Your agents. You agree that You and Your agents shall maintain and keep in Your possession policies of liability, workers compensation and other applicable insurance, defending and protecting Mecum from liability for any injuries to persons or property occurring during any inspection prior to the close of the purchase of the Property. 4. By participating in the Auction, You represent and warrant to Mecum and to the Seller that you have received and read the Purchase Agreement and agree to its terms and conditions subject to insertion of Your name (as the Winning Bidder) and the purchase price as determined at the Auction. V. General. A. The Auctioneer reserves the right to deny any Person admittance to or expel anyone from the Auction or the Website for interference with the Auction activities, nuisance, canvassing, solicitation or any other reason. The Auctioneer reserves the right to deny any Person the ability to bid and/or access to the online bidding platform for interference with the Auction activities or any other reason. The Auctioneer is committed to providing its services, including without limitation its auctioneer services, free of bias and discrimination towards all Participants. B. The Auction will be conducted in the same manner to all Participants without regard to the Participant s race, color, religion, sex, disability, familial or marital status, or national origin. C. The Auctioneer has the right to postpone or cancel the Auction, to withdraw the Property from the Auction, and to change any term(s) of the Auction or particular conditions of sale upon announcement on the Website and or at the Auction site prior to or during the Auction. D. At its sole and absolute discretion, the Auctioneer may modify this Agreement, reject any or all bids, and/or allow bids to be placed. E. The respective rights and obligations of the parties with respect to this Agreement and the conduct of the Auction shall be governed by, interpreted and enforced under the laws of the State of California, without reference to its conflict of laws principles. F. You irrevocably agree: (1) to the exclusive jurisdiction and venue in the federal and state courts of competent jurisdiction located in or serving Walworth County, Wisconsin, in connection with any suit, proceeding or other legal process in contract or tort relating to this Agreement, the Auction and/or the offering or sale of any Property; (2) that any suit, proceeding or other legal process relating to the Auction and/or Page 4 of 6 Email: bidding@mecum.com www.mecum.com Initials

the offering or sale of any Property shall be heard in any such court; (3) that you waive the defense of any inconvenient forum to the maintenance of any suit, proceeding or other legal process relating to the Auction and/or the offering or sale of any Property in any such court; and (4) to be subject to suit, service and legal process of such court in connection with any suit, proceeding or other legal process relating to the Auction and/or the offering or sale of any Property. G. Any information on the Website or in any email or other communication, and any and all information available regarding the Property shall not constitute an offer to sell or a solicitation of any offer to buy the Property referenced herein. H. You agree to indemnify and hold harmless Mecum, its affiliates and their respective directors, officers and employees from any claims, losses, liabilities, penalties, fines, damages, demands and/or expenses, including without limitation reasonable attorneys fees and expenses, made by any third party due to or arising from Your breach of this Agreement or the documents it incorporates by reference, or Your violation of any law or the rights of a third party. I. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such invalidation shall not invalidate the remaining portions of this Agreement, and those remaining provisions shall be enforced and remain in full force and effect. J. Subject to the express limitations contained in this Agreement, all covenants, agreements, representations and warranties made in this Agreement shall survive the consummation of the Auction and the transactions contemplated by this Agreement. K. This Agreement constitutes the entire Agreement between You and Mecum concerning Your rights and obligations as a Participant in the Auction. Except for modifications of this Agreement as provided for herein, any agreements or representations respecting the Auction not expressly set forth in this Agreement shall have no effect. L. IN THE EVENT MECUM IS REQUIRED TO DEFEND AGAINST OR BRING ANY ACTION, PROCEEDING OR ARBITRATION BY OR AGAINST YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND MECUM IS A PREVAILING PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT MECUM IS ENTITLED TO SEEK AND RECOVER FROM YOU, IN ADDITION TO ANY OTHER RELIEF THAT MAY BE GRANTED, THE REASONABLE ATTORNEYS FEES, COSTS AND EXPENSES INCURRED BY MECUM IN THE ACTION, PROCEEDING OR ARBITRATION. M. YOU AND YOUR AGENTS, OFFICER, DIRECTORS, PARTNERS, SHAREHOLDERS, MEMBERS, HEIRS AND ANY OTHER INDIVIDUAL OR ENTITY MAKING A CLAIM THROUGH YOU (COLLECTIVELY, THE CLAIMANTS ), HEREBY FULLY AND IRREVOCABLY RELEASE MECUM, ITS WEBSITE, AND THEIR RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, REPRESENTATIVES, ATTORNEYS, BROKERS, AUCTIONEERS, BUSINESS PARTNERS AND AGENTS (COLLECTIVELY, THE RELEASED PARTIES ) FROM ANY AND ALL CLAIMS THE CLAIMANTS MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST ONE OR MORE OF THE RELEASED PARTIES FOR ANY COST, LOSS, LIABILITY, DAMAGE, EXPENSE (INCLUDING THE BUYER S PREMIUM PAID MECUM), FEE (INCLUDING REASONABLE ATTORNEYS FEES AND EXPENSES), FINE, PENALTY, DEMAND, ACTION OR CAUSE OF ACTION ARISING FROM OR RELATING TO ANY BREACH OF THE PURCHASE AGREEMENT BY EITHER THE BUYER OR SELLER, ANY ERRORS, OMISSIONS OR OTHER CONDITIONS AFFECTING THE PROPERTY OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION ANY LIENS, ENCUMBRANCES, CONSTRUCTION DEFECTS OR Page 5 of 6 Email: bidding@mecum.com www.mecum.com Initials

ENVIRONMENTAL MATTERS. THIS RELEASE INCLUDES CLAIMS OF WHICH PROSPECTIVE YOU ARE PRESENTLY UNAWARE OR DO NOT PRESENTLY SUSPECT TO EXIST IN CLAIMANT S FAVOR WHICH, IF KNOWN BY YOU OR THE CLAIMANTS, WOULD MATERIALLY AFFECT CLAIMAINTS RELEASE OF THE RELEASED PARTIES. YOU ON BEHALF OF YOURSELF AND THE CLAIMAINTS SPECIFICALLY AND KNOWINGLY WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. O. By registering for the Auction, You acknowledge having read, agreed to and accepted the terms and conditions in this Agreement, as it may be updated from time to time prior to the Auction. Such form of acceptance by You is binding and You acknowledge that such acceptance shall be binding and enforceable pursuant to federal and California state electronic signature acts, laws and regulations. P. Auctioneer maintains a bond on file with the California Secretary of State as required by California Civil Code Section 1812.600. Auctioneers Bond #0579327. PARTICIPANT First Name MI Last Name Address Home Business City State Zip County (not country) Home Phone Cell Phone Work Phone Fax If bidding absentee by telephone indicate which number should be called: Home Cell Work Driver s License # Date of Birth Email By signing this agreement, signer affirms he/she has read the General Rules and Terms and states that he/she will abide by the same in their entirety. Signature: Date: Please complete, sign, initial and send the form to bidding@mecum.com or fax to 262-275-3424. Upon receipt of this form, wiring instructions for the participation amount will be emailed to you. Page 6 of 6 Email: bidding@mecum.com www.mecum.com Initials