PURCHASE & SALE AGREEMENT - Booker Auction Co.

If the SELLER fails, without legal excuse (grounds), to complete the purchase of theproperty BUYER Shall have the option to:(a) Have the earnest money returned less any costs authorized under thisAgreement by BUYER, or(b) Obtain specific performance together with any incidental damages.If a dispute should arise regarding the disbursement of any earnest money, theparty holding the earnest money may interplead the funds into court and the party shallrecover all cost and attorney fees associated with the interpleader action from the earnestmoney before any other disbursements are made.17. GENERAL PROVISIONS: Time is of the essence. There are no verbal agreementswhich modify this Agreement. This Agreement constitutes the full understandingbetween Seller and Buyer. Buyer has personally observed the property and has reachedBuyer’s own conclusion as to the adequacy and acceptability of the property based uponsuch personal inspection. Unless otherwise expressly specified herein, square footage,dimensions and/or boundaries used in marketing the property are understood to beapproximations and are not intended to be relied upon to determine the fitness or value ofthe property.18. LEGAL AND TAX IMPLICATIONS: This Agreement affects your legal rights andobligations and will have tax implications, Agents are not permitted to give legal or taxadvice. If you have any questions regarding this Agreement and the addendums,attachments or other related documents, you should consult an attorney or tax advisor.Further, if a dispute arises regarding this transaction, the prevailing party(ies) (i.e.,Buyer, Seller or Broker) shall recover costs and reasonable attorney’s fees, includingthose for appeals and the venue shall be in Umatilla County, Oregon.19 FACSIMILE TRANSMISSION/COUNTERPARTS: Facsimile transmissions of anysigned original document and retransmission of any signed transmission shall be thesame as transmission of any original. At the request of either party or closing agent, theparties will confirm facsimile transmitted signatures by signing the original document.This Agreement may be executed in counterparts which shall have the same legal effectas if the signatures were contained all on one document20. AS-IS/WHERE-IS SALE: SELLER makes no representations or warranties of anykind whatsoever to BUYER, except as expressly set forth in this Agreement. Withoutlimitation to the generality of the foregoing, BUYER acknowledges and agrees asfollows:a. That the property is to be conveyed by SELLER to BUYER in “AS-IS/WHERE-IS” condition, with any and all faults. BUYER acknowledges that theunconditional “as-is” nature of this transaction is a material inducement toSELLER to enter into this Agreement and to sell the property to BUYER at thepurchase price and upon the other terms and conditions set forth herein.__________________________________Real Estate Purchase and Sale Agreement Page 4Buyer:______ Seller ______

. That except as specifically set forth in this Agreement, SELLER has not made,does not hereby make, and shall not make and expressly disclaims anyrepresentations, warranties, promises, covenants, agreements or guaranties of anykind or nature whatsoever, whether express or implied, oral or written, past orpresent, with respect to the property, including but not limited to the following: (1)the nature, quality or condition of the soil, water rights, water (if any) or geology ofthe property, (2) existing conditions of the property for any particular purpose ofdevelopment potential, (3) any income to be derived from the property, (4) thesuitability of the property for any and all activities and uses which BUYER or anyother party may conduct thereon, (5) the compliance of the property with any laws,rules, ordinances, covenants, conditions or restrictions of any governmental authorityor any other person, (6) the habitability, merchantability or fitness of the property forany purpose, (7) the design of any improvements located on the property, (8) thenature or quality of construction, structural design, and/or engineering of suchimprovements, (9) the quality of labor and/or materials (including the compositionthereof) used in such improvements, (10) the condition of the property with respect toany materials or substances which may now or hereafter be considered by anygovernmental authority or any other person to be dangerous, explosive, flammable,infectious or otherwise hazardous, and/or (11) any other matters with respect to theproperty. The disclaimer made in respect to solid waste, as defined by the UnitedStates Environmental Protection Agency regulations at 40 CFR Part 261 and/or thedisposal of solid waste; and the existence of any hazardous substance as defined bythe Comprehensive Environmental Response Compensation and Liability Act of1980, as amended, and the regulations promulgated there under, as well as anycomparable state or local laws, ordinances, rules or regulations.c. BUYER hereby acknowledges and agrees that BUYER has been given theopportunity to inspect the property as BUYER sees fit, and BUYER shall rely solelyon such investigations and on such explicit representations or warranties as SELLERmay make in this Agreement and not on any other information furnished by SELLERin making BUYER’S decision to purchase or not to purchase the property.d. Except for such rights of BUYER as result from SELLER’S explicitrepresentations or contractual obligations hereunder, from and after the closing,BUYER hereby assumes all risks associated with ownership of the property and anydefects that may be located thereon or associated therewith of any type or naturewhatsoever, and BUYER shall be solely responsible for and shall indemnify, protect,defend and hold SELLER harmless from, all costs (including attorneys’ fees andcourt costs), expenses and all other claims, demands, costs, expenses, causes of actionor other matters incurred in or associated with such ownership and with the presence,removal or repair of any such defect; provided, however, the indemnity of BUYER asset forth in this Section shall not extend to any third party claims brought directlyagainst SELLER as a result of an event which occurred prior to the closing date.__________________________________Real Estate Purchase and Sale Agreement Page 5Buyer:______ Seller ______

21. CASUALTY LOSS: If, prior to closing, the property is destroyed or materiallydamaged by any means, Buyer may elect to terminate this Agreement and the earnestmoney shall be refunded to Buyer.22. ENTIRE AGREEMENT: This document constitutes the entire agreement of the parties.There are no verbal or other agreements which modify or alter this agreement. Buyer andSeller further agree that they have read and understand all of the contents of this RealEstate Purchase and Sale-Agreement and Commitment for Title Insurance which hasbeen made available for Buyer review.23. CORRECTION OF LEGAL DESCRIPTION: SELLER and BUYER herebyauthorize the Closing Agent to insert in over their signatures the correct legal descriptionof the property, if such legal description is unavailable at the time of signing this EarnestMoney Agreement and further authorize the Closing Agent to correct the legaldescription if said legal description is erroneous or incomplete.24. SURVIVES CLOSING: All terms of this Agreement which are not satisfied or waivedprior to closing shall survive closing. These terms shall include, but not be limited to,representations and warranties, attorney fees and costs, disclaimers, repairs, rents andutilities, etc.25. OFFER TO PURCHASE: Buyer offers to purchase the property on the above terms andconditions. Seller shall have until 6:00 p.m. on _______________, 2013 to accept thisoffer, unless sooner withdrawn. Acceptance by Seller shall not be effective until a signedcopy hereof is actually received by or at the office of the Selling Broker. If this offer isnot so accepted, it shall lapse and the earnest money shall be refunded to Buyer.Voorhees & Associates Realty, Inc.SELLING BROKERBUYER:By:_____________________________________________________________________________________________________________________________________________________(City, State, Zip)________________________________________(Buyer's Phone Home/Work)__________________________________Real Estate Purchase and Sale Agreement Page 6Buyer:______ Seller ______

ACCEPTANCE: On this date, _____________, 2013 Seller agrees to sell the property on theterms and conditions set forth in this Agreement and further agree to pay a commissionaccording to the terms of the listing agreement. Seller assigns to Broker a portion of the saleproceeds equal to the commission, and irrevocably authorizes and instructs the closing agent todisburse the commission directly to Broker at closing. Seller acknowledges receipt of a copy ofthis Agreement signed by both parties.SELLER:____________________________________________________________________________Date: ________________________________Date: ________________________________RECEIPT: On this date, _______________, 2013, Buyer acknowledges receipt of a copy of thisAgreement signed by both parties.____________________________________BUYER_____________________________________BUYER__________________________________Real Estate Purchase and Sale Agreement Page 7Buyer:______ Seller ______