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1 Initials; ________; _________; _________ IRREVOCABLE OFFER TO PURCHASE FOR REAL ESTATE ASSETS – (the “Contract”) Agents of the Seller: Tranzon Asset Advisors of Ohio, Inc. (the “Agent”) All notices to be sent to: 1108-A North Dixie Highway, Elizabethtown, KY 42701, Phone: (270) 769-0284 This is a legally binding Contract to purchase real estate, if any party does not understand any portion of this Contract, please contact competent legal counsel. 1. The undersigned Buyer hereby offers to purchase from the Seller, Berger Properties of Ohio, LLC (the “Seller”), the following described real property along with all improvements, attachments and appurtenances; subject to normal and standard title exceptions and any condominium or common area maintenance agreements of record in ____________________ County, Ohio. _________________________________________ (the “Buyer”), offers for the Property the following amount in United States funds BID PRICE: $ _________________ PLUS BUYER’S PREMIUM (6% OF BID PRICE) $_________________ TOTAL SALES PRICE: $ _________________ Total Deposit Due (greater of $5,000 or 10% of Total Sales Price): $_____________________ (the “Deposit”) The Total Sales Price less credit for the non-refundable Deposit shall be paid in full with cash (certified funds or wire transfer) at or prior to settlement/closing date referenced in section 6 of this Contract. Within one (1) business day of Buyer's execution and delivery of this Contract to Agent or Seller, Buyer shall remit to Tranzon Asset Advisors of Ohio, Inc. (the “Designated Escrow Agent”) the Deposit in immediately available funds. NOTE: NO CONTRACT WILL BE CONSIDERED BY THE SELLER UNLESS AND UNTIL THE DEPOSIT HAS BEEN RECEIVED BY THE DESIGNATED ESCROW AGENT AS HEREIN PROVIDED. If the Seller or the United States Bankruptcy Court for the Southern District of Texas (the "U.S. Bankruptcy Court") does not approve the Contract, the Buyer’s Deposit will be returned to the Buyer within three (3) business days of such rejection, as applicable. The Deposit which in its entirety will be the good faith escrow deposit (the “Deposit”), the disposition of the Deposit is referenced in section 8 of this Contract. The Property of: Berger Properties of Ohio, LLC Property Address: ____________________________________________________________________________ County Assessor’s Parcel Number: ______________________________ Collectively, (the “Property”) The balance of the Total Sales Price shall be paid by the Buyer in the following manner: a. the Designated Escrow Agent will deliver, via wire transfer, the Deposit, to the Designated Seller Closing Agent upon demand but not prior to the receipt of a final settlement statement approved by Buyer and Seller; b. the Buyer shall tender to the Designated Seller Closing Agent the balance of the Total Sales Price via wire transfer, in lieu of cash, at or prior to closing. Seller will tender to Buyer a deed granting to the Buyer an unencumbered marketable title to the Property to be conveyed by Special Warranty Deed, free and clear of all liens and encumbrances, with the usual covenants such as any title company will insure, subject to easements of record, current or prior homeowner or condominium association covenants, conditions and/or restrictions, future assessments, taxes and restrictive covenants of record as to the use and improvement of the Property. The sale is subject to applicable zoning or use regulations imposed by any local or state authority but approval for use, development or subdivision is not a condition or contingency of closing. The closing agent or attorney representing the Buyer shall be responsible for requesting and obtaining from the Clerk of the U.S. Bankruptcy Court any copy or certified copy of the Order approving the sale. 2. Title Insurance: At close of escrow or contract settlement, the Buyer may elect to purchase, at its expense, title insurance covering the title and transfer of the Property. 3. Inspection by Buyer, Condition of Property and Release of Liability: The Buyer acknowledges and agrees that, the Property is being conveyed by Seller in “AS IS and WHERE IS” condition, that Buyer is fully familiar with the condition of the

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Page 1: IRREVOCABLE OFFER TO PURCHASE FOR REAL ESTATE …IRREVOCABLE OFFER TO PURCHASE FOR REAL ESTATE ASSETS ... noted in this Contract must be strictly adhered to in order for the Buyer

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Initials; ________; _________; _________

IRREVOCABLE OFFER TO PURCHASE FOR REAL ESTATE ASSETS – (the “Contract”)

Agents of the Seller: Tranzon Asset Advisors of Ohio, Inc. (the “Agent”)

All notices to be sent to: 1108-A North Dixie Highway, Elizabethtown, KY 42701, Phone: (270) 769-0284

This is a legally binding Contract to purchase real estate, if any party does not understand any portion of this Contract, please contact competent legal counsel.

1. The undersigned Buyer hereby offers to purchase from the Seller, Berger Properties of Ohio, LLC (the “Seller”), the following described real property along with all improvements, attachments and appurtenances; subject to normal and standard title exceptions and any condominium or common area maintenance agreements of record in ____________________ County, Ohio.

_________________________________________ (the “Buyer”), offers for the Property the following amount in United States funds BID PRICE: $ _________________ PLUS BUYER’S PREMIUM (6% OF BID PRICE) $_________________ TOTAL SALES PRICE: $ _________________ Total Deposit Due (greater of $5,000 or 10% of Total Sales Price): $_____________________ (the “Deposit”) The Total Sales Price less credit for the non-refundable Deposit shall be paid in full with cash (certified funds or wire transfer) at or prior to settlement/closing date referenced in section 6 of this Contract. Within one (1) business day of Buyer's execution and delivery of this Contract to Agent or Seller, Buyer shall remit to Tranzon Asset Advisors of Ohio, Inc. (the “Designated Escrow Agent”) the Deposit in immediately available funds. NOTE: NO CONTRACT WILL BE CONSIDERED BY THE SELLER UNLESS AND UNTIL THE DEPOSIT HAS BEEN RECEIVED BY THE DESIGNATED ESCROW AGENT AS HEREIN PROVIDED. If the Seller or the United States Bankruptcy Court for the Southern District of Texas (the "U.S. Bankruptcy Court") does not approve the Contract, the Buyer’s Deposit will be returned to the Buyer within three (3) business days of such rejection, as applicable. The Deposit which in its entirety will be the good faith escrow deposit (the “Deposit”), the disposition of the Deposit is referenced in section 8 of this Contract.

The Property of: Berger Properties of Ohio, LLC

Property Address: ____________________________________________________________________________

County Assessor’s Parcel Number: ______________________________ Collectively, (the “Property”) The balance of the Total Sales Price shall be paid by the Buyer in the following manner: a. the Designated Escrow Agent will deliver, via wire transfer, the Deposit, to the Designated Seller Closing Agent upon demand but not prior to the receipt of a final settlement statement approved by Buyer and Seller; b. the Buyer shall tender to the Designated Seller Closing Agent the balance of the Total Sales Price via wire transfer, in lieu of cash, at or prior to closing. Seller will tender to Buyer a deed granting to the Buyer an unencumbered marketable title to the Property to be conveyed by Special Warranty Deed, free and clear of all liens and encumbrances, with the usual covenants such as any title company will insure, subject to easements of record, current or prior homeowner or condominium association covenants, conditions and/or restrictions, future assessments, taxes and restrictive covenants of record as to the use and improvement of the Property. The sale is subject to applicable zoning or use regulations imposed by any local or state authority but approval for use, development or subdivision is not a condition or contingency of closing. The closing agent or attorney representing the Buyer shall be responsible for requesting and obtaining from the Clerk of the U.S. Bankruptcy Court any copy or certified copy of the Order approving the sale.

2. Title Insurance: At close of escrow or contract settlement, the Buyer may elect to purchase, at its expense, title insurance covering the title and transfer of the Property. 3. Inspection by Buyer, Condition of Property and Release of Liability: The Buyer acknowledges and agrees that, the Property is being conveyed by Seller in “AS IS and WHERE IS” condition, that Buyer is fully familiar with the condition of the

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Initials; ________; _________; _________

Property, and the Buyer is buying the Property based solely on Buyer’s knowledge and research of the Property and not in reliance on any representation made by Seller, Agent or any representative of the Seller. The Seller will not be providing any Property disclosures to the Buyer. Seller expressly disclaims any representations or warranties of any kind regarding the Property except as expressly set forth herein, including, without limitation, any representations or warranties regarding the physical condition, conformity of zoning or uses and/or any environmental compliance of the Property. Buyer releases, fully and unconditionally, the Seller and Agent from any and all liability relating to any defect or deficiency affecting said real estate; this and all other releases in this Contract shall survive the closing of this transaction, indefinitely. The Buyer has made all inspections of the Property and agrees to purchase the Property “AS IS and WHERE IS”, without reservation. The Seller and Agent grant no warranties of any kind, either expressed or implied with respect to the condition, merchantability, standards or suitability of the Property for the Buyer. Further defined for the benefit of the Buyer; the Seller and Agent make no warranty to the environmental condition of said Property; and by signing this Contract, the Buyer fully and unconditionally releases the Seller, Agent, their employees, associates, representatives, and internal independent contractors from any and all liability regarding environmental condition. Property is sold to Buyer by metes and bounds survey. The Buyer acknowledges that a new survey has not been conducted for the benefit of this sale. Should the Buyer elect to have a survey conducted prior to or after close of escrow which reveals a discrepancy between the information provided by the Seller or its Agent, there will be no price or terms adjustments by the Seller. The Buyer is accepting the Property in its “AS IS and WHERE IS” condition, which is directly applicable to a survey or boundary measurement of the Property and/or improvements. The materials, data or other information provided to Buyer with respect to the Property, including, without limitation, any information supplied by the Agent is provided only for Buyer’s convenience in making its own examination and determination with respect to the Property and, in so doing, the Buyer shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property prior to making an offer or bid, and not on any material or information supplied by Seller or its Agent. Buyer expressly disclaims any intent to rely on any such materials or information provided to it by Seller or Agent in connection with its inspection and review of the Property and agrees that it shall rely solely on its own independently developed or verified information. 4. Agency Representation: All parties acknowledge that Tranzon Asset Advisors of Ohio, Inc. solely represents the interests of the Seller in this transaction as the exclusive Agent for the Seller. Nothing contained within this Contract, oral statements, sale memoranda, advertising or information packages will be construed to interpret the status of the Agent as any form other than Agent for the Seller. Any other agent or broker that may represent the Buyer, by written agreement, and be involved in the transaction, shall solely be responsible for providing all legally necessary agency disclosures to their client(s) and Tranzon Asset Advisors of Ohio, Inc. 5. Timeline for Closing and Default: Time is of the Essence in this Contract. Notice is hereby granted that the timelines noted in this Contract must be strictly adhered to in order for the Buyer to avoid a default. In the event the Buyer fails to perform according to the terms of this Contract and close on the purchase within fifteen (15) calendar days following the entry of an order from the U.S. Bankruptcy Court approving the sale, the Deposit will be deemed forfeited to the Seller as liquidated damages, not as a penalty, without delay or need for further agreement or release and applied against Seller damages without affecting any of the Seller’s further remedies it may have at law or in equity. The Designated Escrow Agent enters this Contract for the sole purpose of acknowledging its obligation of collecting and holding the Deposit and will abide by the terms and conditions of this Contract should a default or dispute arise in regards to this Contract. Upon forfeiture, the Deposit shall be remitted in full to Seller.

BUYER ACKNOWLEDGES THAT THIS CONTRACT IS FOR CASH AND IS NOT CONTINGENT UPON FINANCING OR OTHER APPROVALS OR INSPECTIONS BY THE BUYER, AGENT OF THE BUYER OR OTHER PARTY; THE BUYER WILL FORFEIT ITS DEPOSIT UPON DEFAULT OF THIS CONTRACT, AND MAY INCUR OTHER SANCTIONS ALLOWED BY LAW OR EQUITY.

6. Closing and Possession: The Seller’s authorization of the acceptance of the offer herein described is subject to the final approval of the Contract and the sale to the Buyer by the U.S. Bankruptcy Court. The closing of the Sale shall occur on or before twenty one (21) calendar days following the entry of an order by the U.S. Bankruptcy Court approving the sale. The Seller will pay for the preparation of the deed conveying its ownership and rights to the Property, and its share of taxes. Buyer shall pay its own attorney fees and all other costs of closing and settlement.

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Initials; ________; _________; _________

Buyer will be granted possession of the Property after approval of this Contract and the sale to Buyer by the U.S. Bankruptcy Court, notice of title transfer, payment in full of the Total Sales Price and settlement costs/fees and completion of the escrow settlement. The Seller, either directly or through its Agent or counsel, shall, upon the receipt of the net proceeds and transfer of title, tender to the Buyer, and if applicable its counsel, notice of transfer and assign ownership and liability of the Property to the Buyer. To the extent that Buyer is provided with condominium association documents, homeowners’ association documents, or other similar documents, in connection with this Contract, Buyer shall be responsible for reimbursing Seller for its costs actually incurred in obtaining such documents. The costs shall be a line-item on the closing statement. In the event. Seller does not have any such documents in its possession at the time this Contract is executed, Seller shall not have any obligation to obtain such documents. 7. Payment of Real Estate Taxes, Leases, Owner Association Fees or Dues: All property taxes, common area maintenance fees, special assessments, and leases due and payable shall be pro-rated as of the date of the deed as is standard and common practice to the area in which the Property is located. 8. Non-Refundable Deposit: Buyer has tendered to the Designated Escrow Agent certified funds or cash in the amount of $______________________ as the Deposit and as evidence of earnest money binding this Contract. The Deposit will be held in the client trust account of the Designated Escrow Agent until application to the Total Purchase Price, the forfeiture to Seller as provided in section 5 of the Contract, or the refund to Buyer as provided in section 9 of the Contract, as applicable. All deposits are to be placed in a financial institution with FDIC insured accounts. In the event the Seller rejects or U.S. Bankruptcy Court does not approve the sale to the Buyer, then the Deposit tendered by the Buyer will be refunded to the Buyer within five (5) business days of such rejection or denial of approval. 9. Seller Default: In the event that the Seller defaults hereunder, Buyer shall solely be entitled to a return of the Deposit. The Buyer shall not be entitled to seek damages, penalty or specific performance from the Seller. 10. Effective Date and Definition of Time terms: The effective date of this Contract is agreed to be the date on which the last of the parties accepts and enters into this Contract. Further, this Contract refers to ‘business days’ and ‘calendar days,’ in order to further define these terms the following is agreed by all parties. Calendar days refer to all days, including Saturday, Sunday and legal holidays, in counting of time. Business days refer to all week days (Monday through Friday) excluding any weekend day (Saturday or Sunday) and legal holiday recognized by the Federal Government (e.g., the Fourth of July). 11. Electronic Transmission: Any copy of this Contract, either by facsimile or duplicated via any electronic means and delivered to either party, shall have the same force and effect of the original document. 12. Counterparts: This Contract may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute the same instrument. 13. Assignment of Contract: This Contract is assignable by the Buyer with prior written consent of the Seller, which consent shall not be unreasonably withheld. The assignee and assignor shall be fully bound to the terms contained herein. 14. Irrevocable Offer: This offer will remain valid, irrevocable and available for the Seller’s acceptance for five (5) business days after delivery of the offer to the Seller, its counsel or Agent. In the event Seller accepts this offer, Seller shall seek approval of the Contract and the Sale to Buyer from the U.S. Bankruptcy Court within a reasonable time and this offer will continue to be valid, irrevocable and available for the U.S. Bankruptcy Court’s approval or rejection. 15. Risk of Loss: All risk of loss to the Property, including physical damage or destruction to the Property or its improvements due to any cause except ordinary wear and tear and loss caused by a taking in eminent domain, shall be borne by Seller until the transaction is closed. 16. Fair Housing and Non-Discrimination: All parties acknowledge that this sale and transaction has been conducted without regard to race, color, national origin, religion, sex, familial status and handicap.

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Initials; ________; _________; _________

17. Venue and Procedure for Dispute Settlement: Venue for settlement of disputes will be deemed to be in the U.S. Bankruptcy Court. All parties hereby waive their right to trial by jury and agree to submit to a bench trial for the resolution of any dispute. The Buyer and Seller further agree that whichever party prevails in the legal action shall have the right to collect all costs, fees and expenses, including, but not limited to, reasonable attorney fees for enforcement or defense of its rights under this Contract. The Buyer and Seller further indemnify and release the Agent from any and all liability related to this transaction and sale. 18. Prohibition to Recordation of Contract: The parties agree they will not present for filing to any recorder or county clerk’s office this Contract and further all parties are prohibited and disabled from any recordation. 19. Signage Removal: Upon closing and transfer of title to Buyer, the Buyer hereby accepts responsibility for the removal of all signage placed on the Property for the purpose of promoting the auction sale. 20. Buyer Broker Representation: The Buyer acknowledges that it ______ IS NOT REPRESENTED BY A BUYER’S AGENT or _______ IS REPRESENTED BY A BUYER’S AGENT (check one space only). Buyer Broker Commission is 2.0% of bid price. If Buyer is represented please provide Name of Agent: _____________________________________and Brokerage Name: _________________________________ Phone: __________________ Email: _________________ 21. Tenant Deposit Disclosure: Notwithstanding anything in the Contract to the contrary, subject to approval by the U.S. Bankruptcy Court, Seller will assign all leases to the Buyer related to the Property at closing. Seller shall not be required to transfer to Buyer any security deposits remitted to Seller by tenants under the assigned leases and shall have no liability to Buyer or any other party with respect to any such security deposits. Buyer will be responsible for satisfying all obligations of landlord under the assigned leases, including without limitation, those pertaining to security deposits, following the assignment of the assigned leases. 22. Lead Based Paint Addendum: A lead based paint addendum is attached and incorporated into the Contract.

The undersigned Buyer and Seller agree they have read the entire contents of this Contract, they agree that all terms of this transaction are contained in this Contract, and acknowledge receipt of a copy of it. This offer will remain valid, irrevocable and available for the Seller’s acceptance. This is a legally binding Contract; if you do not understand this Contract, consult qualified legal counsel. *Buyer's Signature: X______________________________ Date: _____________ Time: _______ Buyer's Printed Name: ____________________________________ Title: _________________ *Buyer's Signature: X______________________________ Date: _____________ Time: _______ Buyer's Printed Name: ____________________________________ Title: _________________ Company Name: ______________________________________________________________ *Type of Ownership: (please check only one) _____ CORPORATION organized under the laws of the State of ____________________________________________ _____ GENERAL PARTNERSHIP organized under the laws of the State of ____________________________________ _____ LIMITED PARTNERSHIP organized under the laws of the State of _____________________________________ _____ LIMITED LIABILITY COMPANY organized under the laws of the State of ________________________________ _____ INDIVIDUAL(s) resident of the State(s) of ________________________________________________________ _____ OTHER (indicate type of entity and state of organization: ___________________________________________

Receipt and Acknowledgement of the Contract by the Buyer

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Initials; ________; _________; _________

*Buyer's Address: ____________________________________________________________ *Telephone: _____________________, Fax: __________________, Mobile: _______________ *Email Address: ________________________________________________________________

Acceptance of the Contract by the Seller The undersigned Seller agrees to accept the Buyer’s offer for the Property. The sale of the Property to Buyer is conditioned upon final approval of the U.S. Bankruptcy Court. SELLER: BERGER PROPERTIES OF OHIO, LLC BY: _____________________________________________ Date: _____________ Time: _______ Name: Keith Northern Title: Court Appointed Representative of the Debtor - Debtor in Possession

Acceptance of Good Faith Deposit by Escrow Agent

The Designated Escrow Agent agrees that by accepting the Buyer’s non-refundable Deposit per the terms of this Contract that it agrees it will abide by all the terms and conditions affecting the Deposit and disposition of same including default by either Buyer or Seller. BY: ______________________________ Date: ______________Time: _______ Name: _________________________ Title: ____________________ Escrow Agent Tranzon Asset Advisors of Ohio, Inc. 1108-A N. Dixie Highway Elizabethtown, KY 42701 Contact: Barbara Durnil Chief Operating Officer Phone (270) 769-0284 Fax: 270-737-7695 Email: [email protected] Closing Agent Elliot M. Liss Closeline Settlements A Member of the TitleConnect Alliance P. 301.795-2000 ext. 2753 F. 301-795-0944 E. [email protected] www.closeline.com www.titleconnect.com

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Initials; ________; _________; _________

“Tranzon Asset Advisors of Ohio, Inc. is a member company of Tranzon, LLC and is independently owned and operated; Tranzon Asset Advisors of Ohio, Inc. is solely responsible for the conduct and operations of this sale.”

© Copyright 2015 – Tranzon Asset Advisors of Ohio, Inc. – All rights reserved

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Disclosure of Information on Lead-Based Paint and/or Lead-Based Paint Hazards

Lead Warning StatementEvery purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 isnotified that such property may present exposure to lead from lead-based paint that may place young children at riskof developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage,including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property isrequired to provide the buyer with any information on lead-based paint hazards from risk assessments or inspectionsin the seller’s possession and notify the buyer of any known lead-based paint hazards. A risk assessment or inspectionfor possible lead-based paint hazards is recommended prior to purchase.

Seller’s Disclosure(a) Presence of lead-based paint and/or lead-based paint hazards (check (i) or (ii) below):

(i) ______ Known lead-based paint and/or lead-based paint hazards are present in the housing(explain).

_______________________________________________________________________________________(ii) _____ Seller has no knowledge of lead-based paint and/or lead-based paint hazards in the housing.

(b) Records and reports available to the seller (check (i) or (ii) below):(i) ______ Seller has provided the purchaser with all available records and reports pertaining to lead-

based paint and/or lead-based paint hazards in the housing (list documents below). _______________________________________________________________________________________(ii) _____ Seller has no reports or records pertaining to lead-based paint and/or lead-based paint

hazards in the housing.

Purchaser’s Acknowledgment (initial)(c) ________ Purchaser has received copies of all information listed above.(d) ________ Purchaser has received the pamphlet Protect Your Family from Lead in Your Home.(e) Purchaser has (check (i) or (ii) below):

(i) _____ received a 10-day opportunity (or mutually agreed upon period) to conduct a risk assess-ment or inspection for the presence of lead-based paint and/or lead-based paint hazards; or

(ii) _____ waived the opportunity to conduct a risk assessment or inspection for the presence oflead-based paint and/or lead-based paint hazards.

Agent’s Acknowledgment (initial)(f) ________ Agent has informed the seller of the seller’s obligations under 42 U.S.C. 4852(d) and is

aware of his/her responsibility to ensure compliance.

Certification of AccuracyThe following parties have reviewed the information above and certify, to the best of their knowledge, that theinformation they have provided is true and accurate.

__________________________________________________ __________________________________________________Seller Date Seller Date__________________________________________________ __________________________________________________Purchaser Date Purchaser Date__________________________________________________ __________________________________________________Agent Date Agent Date

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Page 1 of 2 Effective 01/01/05

AGENCY DISCLOSURE STATEMENT The real estate agent who is providing you with this form is required to do so by Ohio law. You will not be bound to pay the agent or the agent’s brokerage by merely signing this form. Instead, the purpose of this form is to confirm that you have been advised of the role of the agent(s) in the transaction proposed below. (For purposes of this form, the term “seller” includes a landlord and the term “buyer” includes a tenant.)

Property Address: ____________________________________________________________________________________________

Buyer(s): __________________________________________________________________________________________________

Seller(s): __________________________________________________________________________________________________

I. TRANSACTION INVOLVING TWO AGENTS IN TWO DIFFERENT BROKERAGES

The buyer will be represented by ______________________________________________, and ______________________________.

The seller will be represented by ______________________________________________, and ______________________________.

II. TRANSACTION INVOLVING TWO AGENTS IN THE SAME BROKERAGE

If two agents in the real estate brokerage ___________________________________________________________________________ represent both the buyer and the seller, check the following relationship that will apply:

Agent(s)_____________________________________________________________ work(s) for the buyer and Agent(s)_____________________________________________________________ work(s) for the seller. Unless personally involved in the transaction, the broker and managers will be “dual agents”, which is further explained on the back of this form. As dual agents they will maintain a neutral position in the transaction and they will protect all parties’ confidential information.

Every agent in the brokerage represents every “client” of the brokerage. Therefore, agents ______________________________ and _____________________________ will be working for both the buyer and seller as “dual agents”. Dual agency is explained on the back of this form. As dual agents they will maintain a neutral position in the transaction and they will protect all parties’ confidential information. Unless indicated below, neither the agent(s) nor the brokerage acting as a dual agent in this transaction has a personal, family or business relationship with either the buyer or seller. If such a relationship does exist, explain: _______________________________________________________________________________________________________.

III. TRANSACTION INVOLVING ONLY ONE REAL ESTATE AGENT

Agent(s) ______________________________________ and real estate brokerage _____________________________________ will

be “dual agents” representing both parties in this transaction in a neutral capacity. Dual agency is further explained on the back of this form. As dual agents they will maintain a neutral position in the transaction and they will protect all parties’ confidential information. Unless indicated below, neither the agent(s) nor the brokerage acting as a dual agent in this transaction has a personal, family or business relationship with either the buyer or seller. If such a relationship does exist, explain: ____________ _______________________________________________________________________________________________________.

represent only the (check one) seller or buyer in this transaction as a client. The other party is not represented and agrees to represent his/her own best interest. Any information provided the agent may be disclosed to the agent’s client.

CONSENT

I (we) consent to the above relationships as we enter into this real estate transaction. If there is a dual agency in this transaction, I (we) acknowledge reading the information regarding dual agency explained on the back of this form.

_____________________________________________ _____________________________________________ _____________________________________________ _____________________________________________

AGENT(S) BROKERAGE

AGENT(S) BROKERAGE

BUYER/TENANT DATE

BUYER/TENANT DATE

SELLER/LANDLORD DATE

SELLER/LANDLORD DATE

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Page 2 of 2 Effective 01/01/05

DUAL AGENCY

Ohio law permits a real estate agent and brokerage to represent both the seller and buyer in a real estate transaction as long as this is disclosed to both parties and they both agree. This is known as dual agency. As a dual agent, a real estate agent and brokerage represent two clients whose interests are, or at times could be, different or adverse. For this reason, the dual agent(s) may not be able to advocate on behalf of the client to the same extent the agent may have if the agent represented only one client. As a dual agent, the agent(s) and brokerage shall:

• Treat both clients honestly; • Disclose latent (not readily observable) material defects to the purchaser, if known by the agent(s) or brokerage; • Provide information regarding lenders, inspectors and other professionals, if requested; • Provide market information available from a property listing service or public records, if requested; • Prepare and present all offers and counteroffers at the direction of the parties; • Assist both parties in completing the steps necessary to fulfill the terms of any contract, if requested.

As a dual agent, the agent(s) and brokerage shall not:

• Disclose information that is confidential, or that would have an adverse effect on one party’s position in the transaction, unless such disclosure is authorized by the client or required by law;

• Advocate or negotiate on behalf of either the buyer or seller; • Suggest or recommend specific terms, including price, or disclose the terms or price a buyer is willing to offer or that a seller

is willing to accept; • Engage in conduct that is contrary to the instructions of either party and may not act in a biased manner on behalf of one

party.

Compensation: Unless agreed otherwise, the brokerage will be compensated per the agency agreement. Management Level Licensees: Generally the broker and managers in a brokerage also represent the interests of any buyer or seller represented by an agent affiliated with that brokerage. Therefore, if both buyer and seller are represented by agents in the same brokerage, the broker and manager are dual agents. There are two exceptions to this. The first is where the broker or manager is personally representing one of the parties. The second is where the broker or manager is selling or buying his own real estate. These exceptions only apply if there is another broker or manager to supervise the other agent involved in the transaction. Responsibilities of the Parties: The duties of the agent and brokerage in a real estate transaction do not relieve the buyer and seller from the responsibility to protect their own interests. The buyer and seller are advised to carefully read all agreements to assure that they adequately express their understanding of the transaction. The agent and brokerage are qualified to advise on real estate matters. IF LEGAL OR TAX ADVICE IS DESIRED, YOU SHOULD CONSULT THE APPROPRIATE PROFESSIONAL. Consent: By signing on the reverse side, you acknowledge that you have read and understand this form and are giving your voluntary, informed consent to the agency relationship disclosed. If you do not agree to the agent(s) and/or brokerage acting as a dual agent, you are not required to consent to this agreement and you may either request a separate agent in the brokerage to be appointed to represent your interests or you may terminate your agency relationship and obtain representation from another brokerage.

Any questions regarding the role or responsibilities of the brokerage or its agents should be directed to an attorney or to: Ohio Department of Commerce

Division of Real Estate & Professional Licensing 77 S. High Street, 20th Floor Columbus, OH 43215-6133

(614) 466-4100

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It Is Illegal To Discriminate Against Any Person Because of Race, Color, Religion, Sex, Ancestry,

Disability, Familial Status, Or National Origin In the sale or rental of housing or residential lots

In advertising the sale or rental of housing

In the financing of housing

In the provision of real estate brokerage services

Blockbusting is also illegal The Broker and Sales Associates are licensed by the Division of Real Estate, Ohio Department of Commerce. The division may be contacted for inquiries and complaints and for information on the Real Estate Recovery Special Account (Section 4735.12 of the Revised Code) as a source of satisfaction for unsatisfied civil judgments against a licensee.

Ohio Department Of Commerce Division Of Real Estate & Professional Licensing

77 S. High Street, 20th Floor Columbus, OH 43215-6133

(614) 466-4100

615 W. Superior Avenue, 12th Floor Cleveland, OH 44113-1801

(216) 787-3100

www.com.state.oh.us/real

PROVIDED BY THE OHIO REAL ESTATE COMMISSION

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It Is Illegal To Discrim

inate Against A

ny Person B

ecause of Race, C

olor, Religion,

Sex, Ancestry, D

isability, Familial Status,

Or N

ational Origin

In the sale or rental of housing or residential lots

In advertising the sale or rental of housing

In the financing of housing

In the provision of real estate brokerage services

Blockbusting is also illegal

The Broker and S

ales Associates are licensed by the D

ivision of Real E

state, Ohio

Departm

ent of Com

merce. The division m

ay be contacted for inquiries and com

plaints and for inform

ation on the Real E

state Recovery

Special Account (S

ection 4735.12 of the R

evised Code) as a source of satisfaction for

unsatisfied civil judgments against a licensee.

Ohio D

epartment of C

omm

erce D

ivision of Real E

state & Professional Licensing

77 South High Street • 20

th Floor C

olumbus, O

H 43215-6133

(614) 466-4100 FAX

(614) 644-0584

615 W. Superior A

venue, 12th Floor

Cleveland, O

H 44113-1801

(216) 787-3100

ww

w.com

.state.oh.us

PR

OV

IDE

D B

Y TH

E O

HIO

RE

AL E

STA

TE C

OM

MIS

SIO

N

It Is Illegal To Discrim

inate Against A

ny Person B

ecause of Race, C

olor, Religion,

Sex, Ancestry, D

isability, Familial Status,

Or N

ational Origin

In the sale or rental of housing or residential lots

In advertising the sale or rental of housing

In the financing of housing

In the provision of real estate brokerage services

Blockbusting is also illegal

The Broker and S

ales Associates are licensed by the D

ivision of Real E

state, Ohio

Departm

ent of Com

merce. The division m

ay be contacted for inquiries and com

plaints and for inform

ation on the Real E

state Recovery

Special Account (S

ection 4735.12 of the R

evised Code) as a source of satisfaction for

unsatisfied civil judgments against a licensee.

Ohio D

epartment of C

omm

erce D

ivision of Real E

state & Professional Licensing

77 South High Street • 20

th Floor C

olumbus, O

H 43215-6133

(614) 466-4100 FAX

(614) 644-0584

615 W. Superior A

venue, 12th Floor

Cleveland, O

H 44113-1801

(216) 787-3100

ww

w.com

.state.oh.us

PR

OV

IDE

D B

Y TH

E O

HIO

RE

AL E

STA

TE C

OM

MIS

SIO

N

Page 12: IRREVOCABLE OFFER TO PURCHASE FOR REAL ESTATE …IRREVOCABLE OFFER TO PURCHASE FOR REAL ESTATE ASSETS ... noted in this Contract must be strictly adhered to in order for the Buyer

Ohio Department of Commerce Division of Real Estate & Professional Licensing

www.com.state.oh.us

FINANCIAL INSTITUTIONS INDUSTRIAL COMPLIANCE LABOR & WORKER SAFETY LIQUOR CONTROL

REAL ESTATE & PROFESSIONAL LICENSING SECURITIES STATE FIRE MARSHAL UNCLAIMED FUNDS

“An Equal Opportunity Employer and Service Provider”

Bob Taft Governor

Doug White

Director

77 South High Street • 20th Floor Columbus, OH 43215-6133

(614) 466-4100 FAX (614) 644-0584

Fair Housing Statement – For all Agency Agreements

Revised Code 4735.55

It is illegal, pursuant to the Ohio Fair Housing Law, Division (H) of Section 4112.02 of the Revised Code and the Federal Fair Housing law, 42 U.S.C.A. 3601, to refuse to sell, transfer, assign, rent, lease, sublease or finance housing accommodations, refuse to negotiate for the sale or rental of housing accommodations, or otherwise deny or make unavailable housing accommodations because of race, color, religion, sex, familial status as defined in Section 4112.01 of the Revised Code, ancestry, disability as defined in that section, or national origin or to so discriminate in advertising the sale or rental of housing, in the financing of housing, or in the provision of real estate brokerage services.

It is also illegal, for profit, to induce or attempt to induce a person to sell or rent a dwelling by representations regarding the entry into the neighborhood of a person or persons belonging to one of the protected classes.

Page 1 of 1

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CONSUMER GUIDE TO AGENCY RELATIONSHIPS

Edward Durnil, Auctioneer/Broker OH Firm # 2008000096,

Tranzon Asset Advisors of Ohio, Inc. a real estate brokerage and auction firm

We are pleased you have selected Tranzon Asset Advisors of Ohio, Inc. to help you with your real estate needs.

Whether you are selling, buying or leasing real estate, Tranzon Asset Advisors of Ohio, Inc. can provide you with

expertise and assistance. Because this may be the largest financial transaction you will enter into, it is important to

understand the role of the agents and brokers with whom you are working. Below is some information that explains the

various services that agents can offer and their options for working with you.

For more information on agency law in Ohio, contact the Ohio Division of Real Estate & Professional Licensing at (614)

466-4100, or online at www.com.ohio.gov/real.

Representing the Sellers

Most sellers of real estate choose to list their home for sale with a real estate brokerage. When they do so, they sign a

listing agreement that authorizes the brokerage and the listing agent to represent their interests. As the seller’s agent, the

brokerage and listing agent must: follow the seller’s lawful instructions, be loyal to the seller, promote the seller’s best

interests, disclose material facts to the seller, maintain confidential information, act with reasonable skill and care, and

account for any money they handle in the transaction. In rare circumstances, a listing broker may offer “subagency” to

other brokerages, which would also represent the seller’s interests and owe the seller these same duties.

Representing Buyers

When purchasing real estate, buyers usually choose to work with a real estate agent as well. Often the buyers want to be

represented in the transaction. This is referred to as buyer’s agency. A brokerage and agent that agree to represent a

buyer’s interest in a transaction must: follow the buyer’s lawful instructions, be loyal to the buyer, promote the buyer’s

best interests, disclose material facts to the buyer, maintain confidential information, and account for any money they

handle in the transaction.

Dual Agency

Occasionally, the same agent and brokerage that represent the seller also represent the buyer. This is referred to as dual

agency. When a brokerage and its agents become “dual agents,” they must maintain a neutral position between the buyer

and the seller. They may not advocate the position of one client over the best interests of the other client, or disclose any

personal or confidential information to the other party without written consent.

Representing Both the Buyer & Seller

On occasion, the buyer and seller will each be represented by two different agents from the same brokerage. In this case,

the agents may each represent the best interest of their respective clients. Or, depending on company policy, the agents

may both act as dual agents and remain neutral in the transaction. When either of the above occurs, the brokerage will be

considered a dual agent. As a dual agent, the brokerage and its managers will maintain a neutral position and cannot

advocate for the position of one client over another. The brokerage will also protect the confidentiality of all parties.

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Working With Tranzon Asset Advisors of Ohio, Inc.

Tranzon Asset Advisors of Ohio, Inc. only represents seller. It does not represent buyers of real estate. Therefore,

Tranzon Asset Advisors of Ohio, Inc. will never act as a dual agent representing both parties in a transaction. Instead, it

will only act as the seller’s agent in the sale of real estate. Even though Tranzon Asset Advisors of Ohio, Inc. only lists

properties for sellers, it can still work with buyers as customers. Tranzon Asset Advisors of Ohio, Inc. can provide

buyers with non-confidential information and write offers at the buyer’s direction, but will not act as the agent of these

buyers. Instead, such buyers will represent their own best interests. It is also important for buyers to understand that

because the listing agent has a duty of full disclosure to the seller, buyers should not share any information with the listing

agent that they would not want the seller to know.

Working With Other Brokerages

When Tranzon Asset Advisors of Ohio, Inc. lists property for sale, it also cooperates with, and offers compensation to,

other brokerages that represent buyers. Tranzon Asset Advisors of Ohio, Inc. does reserve the right, in some instances,

to vary the compensation it offers to other brokerages. As a seller, you should understand that just because Tranzon

Asset Advisors of Ohio, Inc. shares a fee with a brokerage representing the buyer, it does not mean that you will be

represented by that buyer’s brokerage. Instead, that company will be looking out for the buyer and Tranzon Asset

Advisors of Ohio, Inc. will be representing your interests.

Fair Housing Statement

It is illegal, pursuant to the Ohio Fair Housing Law, division (H) of Section 4112.02 of the Revised Code and the Federal

Fair Housing Law, 42 U.S.C.A. 3601, to refuse to sell, transfer, assign, rent, lease, sublease or finance housing

accommodations, refuse to negotiate for the sale or rental of housing accommodations, or otherwise deny or make

unavailable housing accommodations because of race, color, religion, sex, familial status as defined in Section 4112.01 of

the Revised Code, ancestry, military status as defined in that section, disability as defined in that section, or national

origin or to so discriminate in advertising the sale or rental of housing, in the financing of housing, or in the provision of

real estate brokerage services. It is also illegal, for profit, to induce or attempt to induce a person to sell or rent a dwelling

by representations regarding the entry into the neighborhood of a person or persons belonging to one of the protected

classes. (Effective: 3/25/08)

We hope you find this information to be helpful to you as you begin your real estate transaction. When you are ready to

enter into a transaction, you will be given an Agency Disclosure Statement that specifically identifies the role of the

agents and brokerages. Please ask questions if there is anything you do not understand.

Because it is important that you have this information, Ohio law requires that we ask you to sign below to acknowledge

receipt of this pamphlet. Your signature will not obligate you to work with our company if you do not choose to do so.

__________________________________

Name (Please Print)

__________________________________

Signature Date

__________________________________

Name (Please Print)

__________________________________

Signature Date

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Notice of posting of a sign required by: Chapter 4707.22 (E) of the Ohio Revised Code:

Effective a of 5/6/2005 The following person(s) are licensed under Chapter 4707 of the Ohio Revised Code and will conduct this auction today, and are responsible for the posting of the following information.

1. Name of Auctioneers Licensed in Ohio: Edward D. Durnil Auctioneer # 2005000031 Real Estate Broker#2004021020 Real Estate Company Firm #REC2009000898 Auction Firm#200800096 2. Statement: The above persons are licensed

by the State of Ohio, Department of Agriculture.

3. The Address of the department of Agriculture

Enforcement Division/Auctioneer Program is: Ohio Department of Agriculture

Enforcement Division/Auctioneer Program 8995 East Main Street, AB Graham Building

Reynoldsburg, Ohio 43068 Telephone: (614) 728-6240 WEB: www.OhioAgriculture.GOV/Auction