tar forms index as of 2/01/2014 revision legend · 2/3/14 9:49 am tar forms index as of 2/01/2014...

2/3/14 9:49 AM

TAR Forms Index As of 2/01/2014 Revision

LEGEND:

Code Title

Version Date

Fla Notification of Change in Agency Status 2/01/2014 Fib Working with a Real Estate Professional 2/01/2014 Fl c Confirmation of Agency Status 2/01/2014 F2 Buyer Representation Agreement (Non Exclusive) — Designated Agency 2/01/2014 F3 Buyer Representation Agreement (Exclusive) — Designated Agency 2/01/2014

Repair / Replace Proposal 2/01/2014 F5 Repair / Replace Amendment 2/01/2014 F6 Amendment to Agreement (Blank) 2/01/2014 F7 Closing Date/Possession Amendment 2/01/2014 F8 Counter Offer 2/01/2014 F9 Purchase and Sale Agreement 2/01/2014 F10 Lot/Land Purchase and Sale Agreement 2/01/2014 Fl 1 Notice of Agreement to Pay Leasing Commission 2/01/2014 F12 New Construction Change Order 2/01/2014 F13 Back-Up Agreement Contingency Addendum 2/01/2014 F14 Disclaimer Notice 2/01/2014 F15 Lead Based Paint Disclosure 2/01/2014 F16 TN Residential Property Condition Disclosure 2/01/2014 Fl 6a Sellers Property Update 2/01/2014 F17 Personal Interest Disclosure and Consent 2/01/2014 F18 Assumption Agreement 2/01/2014 F19 Condominium Legal Exhibit 2/01/2014 F20 Escrow Agreement 2/01/2014 F21 Interpleader 2/01/2014 F22 Agreement to Show Property 2/01/2014 F23 Request for Condominium Association Information 2/01/2014 F24 Resolution of Disputes By Mediation Addendum/Amendment 2/01/2014 F25 Personal Property Agreement 2/01/2014 F26 Notification 2/01/2014 F27 Option Agreement 2/01/2014 F28 Referral Agreement 2/01/2014 F29 Authorized to Make Repairs 2/01/2014 F30 Earnest Money Disbursement and Release 2/01/2014 F31 Temporary Occupancy Agmt for Buyer Prior to Closing 2/01/2014 F32 Temporary Occupancy Agmt fof Seller After Closing 2/01/2014 F33 Special Stipulations Language 2/01/2014 F34a Sellers Right to Continue to Market Property 2/01/2014 F34b Sellers Notice to Buyer of Receipt of Acceptable Offer 2/01/2014 IDFLETTID

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F36 Vendor List 2/01/2014 F37 Multiple Offer Disclosure and Notification 2/01/2014

F41 Buyers Final Inspection F42 TN Residential Property Condition Exemption and Notification F43 TN Residential Property Condition Disclaimer F44 Exhibit A to Commercial Purchase and Sale Agreement F45 Blank Addendum F46 Referral for Service Disclosure F47 VA/FHA Loan Addendum F48 Get a Home Inspection F49a Disclosure of Short Sale Information for Buyers & Sellers F49b Short Sale Amendment to the Listing Agreement

2/01/2014 2/01/2014 2/01/2014 2/01/2014 2/01/2014 2/01/2014 2/01/2014 2/01/2014 2/01/2014 2/01/2014

F49c Short Sale Amendment to the Purchase and Sale Agreement 2/01/2014 F50 Lot/Land Exclusive Right to Sell Listing Agreement - Designated 2/01/2014 F51 Commercial / Industrial Real Property Disclosure 2/01/2014 F52 Exhibit B to Commercial purchase and Agreement 2/01/2014 F53 Exhibit C to Commercial Purchase and Agreement 2/01/2014 F54 Exhibit D to Commercial Purchase and Agreement 2/01/2014 F55 Water Supply and Waste Disposal Notification 2/01/2014 F56 Compensation Agreement Between Listing & Selling Broker 2/01/2014 F57 Commercial Referral Agreement 2/01/2014 F58 Residential Lease Agreement for Single Family Dwelling 2/01/2014 F58a Amendment to Agreement (Residential Lease Agreement) 2/01/2014 F59 Tenant Information for Residential Lease Agreement Addendum 2/01/2014 F60 New Construction Purchase and Sales Agreement 2/01/2014 F61 New Construction Allowance Addendum 2/01/2014 F62 Pre-Construction Specification Exhibit 2/01/2014 F63 New Construction Walk Through List 2/01/2014 F64 Purchase and Sale Agreement Checklist 2/01/2014 F65 Commercial Purchase and Sale Agreement 2/01/2014 F66 Commercial Exclusive Right to Sell Listing Agreement 2/01/2014 F67 Commercial Exclusive Leasing Agreement 2/01/2014 F68 Commercial Open Listing Agreement (For Lease) 2/01/2014 F69 Commercial Lease Agreement (Single Tenant) 2/01/2014 F70 Commercial Lease Agreement (Multi-Tenant) 2/01/2014 F71 Commercial Lease Agreement (Amendment) 2/01/2014 F72 Commercial Sublease Agreement 2/01/2014 F73 Commercial Sublease Consent Agreement 2/01/2014 F74 Commercial Lease Guaranty 2/01/2014 F75 Commercial Lease Termination 2/01/2014 F76 Commercial Lease Assumption Agreement 2/01/2014 F77 Commercial Lien Waiver 2/01/2014 F78 Commercial Letter of Intent (for Purchase of Property) 2/01/2014 F79 Commercial Letter of Intent (for Lease of Property) 2/01/2014 F80 Lot/Land Seller's Property Condition Disclosure 2/01/2014 F81 Amendment to the Listing Agreement 2/01/2014 F82 Listing/ Agency Mutual Release Agreement 2/01/2014 F83 Impact Fees or Adequate Facilities Taxes Disclosure 2/01/2014 F84 Subsurface Sewage Disposal System Permit Disclosure 2/01/2014 F85 Additional Required Disclosures 2/01/2014 F86 Lead-Based Paint Disclosure for Rental Property 2/01/2014 F87 Exclusive Right to Sell Listing Agreement (Designated Agency) 2/01/2014

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F88 Exclusive Right to Sell Listing Agreement (Seller Agency) 2/01/2014 ET2 F,-)L-111=71-11-P; F90 Commercial Mutual Non-Disclosure and Confidentiality Agreement 2/01/2014 F91 Commercial Exclusive Agency Listing Agreement 2/01/2014 F92 Commercial Open Listing Agreement 2/01/2014 F93 TN Department of Environment & Conservation (TDEC) Request 2/01/2014 F94 Buyer Representation Agreement 2/01/2014

(Exclusive Right to Buy) Buyer Agency F95 Lot Land Exclusive Right to Sell Listing Agreement (Seller Agency) 2/01/2014 F96 Exclusive Buyer Representation Agreement 2/01/2014

(Buyer Agency) F97 Green Features System Checklist 2/01/2014 F98 Confidentiality Agreement 2/01/2014

Party Proposing Repairs

at Date

Party Proposing Repairs

at o'clock o am/ ❑ pm Date

33 34

35 o'clock o am/ ❑ pm 36

Copyright 2014 Tennessee Association of Realtors® F4 - Repair / Replacement Proposal, Page 1 of 1 Version 02/01/2014

REPAIR / REPLACEMENT PROPOSAL

NOTE: This form is for information and/or negotiation purposes only and IS NOT TO BE INCLUDED as part of the Purchase and Sale Agreement. Neither party shall be bound until there is a separate mutual written agreement executed by all parties. The Repair/Replacement Amendment may be used for purposes of the mutual written agreement on repairs/replacements.

1 Buyer has made any and all inspections available under the Inspection section of the Purchase and Sale Agreement with a 2 Binding Agreement Date of ("Agreement") for the purchase of the real property commonly known as: 3

4 The parties hereby understand that they are required to negotiate repairs in good faith during the Resolution Period as set 5 forth in the Agreement. Good faith negotiation includes but is not limited to timely communicating one's position during the 6 Resolution Period regarding any proposed repairs and/or replacements. The undersigned hereby proposes that the following 7 written list of items be repaired and/or replaced with like quality or value in a professional and workmanlike manner. Upon 8 request, either party shall submit a copy of any supporting documentation or any portion thereof substantiating any item 9 listed.

10 LIST OF ITEMS TO BE REPAIRED AND/OR REPLACED (Please be specific about whether the items are to be 11 repaired or replaced):

12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

29 The above matters will be completed by Seller days prior to Closing, as defined in the Agreement (the "Completion of 30 Repairs Deadline"). Buyer and/or buyer's inspectors or representatives shall have the right to re-inspect at that time to 31 confirm that such matters have been repaired and/or replaced in a professional and workmanlike manner. Such inspection 32 shall not limit Buyer's right to conduct a Final Inspection as provided for in paragraph 9 of the Agreement.

NOTE: This form is provided by TAR to its members for their use in real estate transactions and is to be used as is. By downloading and/or using this form, you agree and covenant not to alter, amend, or edit said form or its contents except as where provided in the blank fields, and agree and acknowledge that any such alteration, amendment or edit of said form is done at your own risk. Use of the TAR logo in conjunction with any form other than standardized forms created by TAR is strictly prohibited. This fonn is subject to periodic revision and it is the responsibility of the member to use the most recent available form.

41

The party(ies) below have signed and acknowledge receipt of a copy.

42 43

SELLER

SELLER

at o'clock o am/ n pm at o'clock o am/ o pm 44 45

Date Date

Copyright 2014 Tennessee Association of Realtors® F5 — Repair / Replacement Amendment, Page 1 of 1 Version 02/01/2014

REPAIR / REPLACEMENT AMENDMENT

1 In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of 2 which is hereby acknowledged, the parties enter into this Repair / Replacement Amendment for purposes of amending the 3 Purchase and Sale Agreement with a Binding Agreement Date of ("Agreement") for the purchase 4 and sale of the real property commonly known as: 5

6 The Seller shall cause the following items to be replaced or repaired with like quality or value in a professional and 7 workmanlike manner as the parties hereinafter agree. (Please be specific as to whether the items are to be repaired or 8 replaced):

9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Seller agrees to complete the above matters days prior to Closing as provided in the Agreement ("Completion of 31 Repairs Deadline") at which time Buyer and/or Buyer's inspectors or representatives shall have the right to re-inspect to 32 confirm that such matters have been completed. Such inspection shall not limit Buyer's right to conduct a Final Inspection as 33 provided for in paragraph 9 of the Agreement.

34 It is agreed by the parties hereto that all of the other terms and conditions of the aforementioned Agreement shall remain in 35 full force and effect other than as specifically modified herein.

36


37 38

BUYER

BUYER

39 at o'clock o am/ n pm at

o'clock o am/ ❑ pm

40

Date Date

NOTE: This form is provided by TAR to its members for their use in real estate transactions and is to be used as is. By downloading and/or using this form, you agree and covenant not to alter, amend, or edit said form or its contents except as where provided in the blank fields, and agree and acknowledge that any such alteration, amendment or edit of said form is done at your own risk. Use of the TAR logo in conjunction with any form other than standardized forms created by TAR is strictly prohibited. This form is subject to periodic revision and it is the responsibility of the member to use the most recent available form.

NOTIFICATION

1 This is NOTIFICATION from the ❑ Seller (Notifying Party) to Buyer OR ❑ Buyer (Notifying Party) to Seller.

2 This NOTICE is hereby tendered in accordance with the provisions of that certain Purchase and Sale Agreement made 3 between the parties below with a Binding Agreement Date of , for the purchase and sale of 4 real property located at:

5 CHECK THE BOX(ES) THAT APPLY:

6 ❑ 1. Appraised value did not equal or exceed the Purchase Price. Buyer is exercising the right to terminate and 7 hereby requests refund of Earnest Money. See a copy 8 of proof that appraised value did not equal or exceed Purchase Price (for example, this written proof could 9 include, but is not limited to, a copy of appraisal or a signed letter from Lender).

10 ❑ 2. Having acted in good faith, Buyer is unable to obtain financing and is exercising the right to terminate and 11 hereby requests refund of Earnest Money. See attached Lender's loan denial letter.

12 ❑ 3. Buyer has made application for loan and is notifying Seller and/or Seller's Representative of the name and 13 contact information of the Lender. Buyer has also instructed Lender to order appraisal and credit report. 14 Lender's name and contact information is:

15 16

17 ❑ 4. Buyer has changed lenders and is notifying Seller that the new Lender's name and contact information is:

18 19

20 ❑ 5. This is Seller's written demand for Buyer to provide the name and contact information of the Lender and 21 that Buyer has instructed Lender to order appraisal and credit report.

22 ❑ 6. Buyer warrants and represents the following:

23 ❑ all required Lender deposits, including appraisal cost and credit report, have been paid and Buyer has 24 provided the attached supporting documentation (e.g. cancelled check, receipt from Lender, letter from 25 loan originator, etc.); and/or

26 ❑ Buyer has available funds to close per Lender and/or loan originator estimates (e.g. the Good Faith 27 Estimate).

28 ❑ 7. This is Seller's written demand for Buyer to provide the following warranties and representations:

29 ❑ all required Lender deposits, including appraisal cost and credit report, have been paid and to provide the 30 attached supporting documentation (e.g. cancelled check, receipt from Lender, letter from loan originator, 31 etc.);

32 ❑ Buyer has available funds to close per Lender and/or loan originator estimates (e.g. the Good Faith 33 Estimate).

34 ❑ 8. Buyer is furnishing proof of available funds in the following manner 35 . Documentation attached.

36 ❑ 9. Holder has advised that the Earnest Money Check or other instrument has been dishonored. Buyer has 37 failed to timely deliver immediately available funds following notice by Holder. Seller is hereby exercising 38 his right to terminate Agreement.

POE Copyright 2014 Tennessee Association of Realtors° F26 — Notification, Page 1 of 2 Version 1/01/2014

Copyright 2014 Tennessee Association of Realtors® F26 — Notification, Page 2 of 2 Version 1/01/2014

39 ❑ 10. Holder has advised that the Earnest Money has not been timely received as required pursuant to the Earnest 40 Money paragraph. Buyer has failed to timely deliver immediately available funds following notice by 41 Holder. Seller is hereby exercising his right to terminate Agreement.

42 ❑ 11. Title examination, closing or loan survey pursuant to Tenn. Code Ann. § 62-18-126, 43 boundary line survey, or other information has disclosed the following material defects:

44 45 46 47

48 and Buyer is requiring Seller to remedy such defects prior to the Closing Date. 49 Documentation attached.

50 ❑ 12. Material defects disclosed from title examination, closing or loan survey pursuant to Tenn. Code 51 Ann. § 62-18-126, boundary line survey, or other information have not been remedied prior to the Closing 52 Date or any extension thereof resulting in the termination of the Purchase and Sale Agreement. Buyer is 53 hereby requesting refund of Earnest Money..

54 ❑ 13. Buyer has made any and all inspections available under the Inspection section of the Purchase and Sale 55 Agreement and is exercising Buyer's right to immediately TERMINATE the Purchase and Sale Agreement 56 with all Earnest Money refunded to Buyer. This Notification hereby serves as NOTICE OF 57 TERMNATION of the Purchase and Sale Agreement and WRITTEN DEMAND FOR 58 DISTRIBUTION OF EARNEST MONEY to the Buyer. Buyer is hereby providing a list of written 59 specified objections which Buyer has discovered in good faith. As additional consideration for Buyer's 60 right to terminate, Buyer shall deliver to Seller or Seller's representative, upon Seller's request, a copy of all 61 inspection reports pursuant to the Agreement.

62 LIST OF SPECIFIED OBJECTIONS: 63 64

65 ❑ 14. Buyer has made any and all inspections available under the Inspection section of the Purchase and Sale 66 Agreement and ACCEPTS the Property in its present AS IS condition with any and all faults and no 67 warranties expressed or implied. Seller has no obligation to make repairs. However, Buyer has not waived 68 their rights under the Final Inspection paragraph of the Purchase and Sale Agreement;

69 ❑ 15. Buyer WAIVES any and all inspection contingencies available under the Inspection section of the 70 Purchase and Sale Agreement except as to the Final Inspection section of the Purchase and Sale Agreement.

71 ❑ 16. OTHER: 72 73 74 75 76 77 78

79


80 81

NOTIFYING PARTY (Buyer/Seller Signature) NOTIFYING PARTY (Buyer/Seller Signature) 82 at o'clock o am/ ❑ pm at o'clock o am/ o pm

83

Date Date NOTE: This form is provided by TAR to its members for their use in real estate transactions and is to be used as is. By downloading and/or using this form, you agree and covenant not to alter, amend, or edit said form or its contents except as where provided in the blank fields, and agree and acknowledge that any such alteration, amendment or edit of said form is done at your own risk. Use of the TAR logo in conjunction with any form other than standardized forms created by TAR is strictly prohibited This form is subject to periodic revision and it is the responsibility of the member to use the most recent available form.

EARNEST MONEY DISBURSEMENT AND MUTUAL RELEASE OF PURCHASE AND SALE AGREEMENT

1 Buyer:

2 Seller:

3 Property:

4 Earnest Money Amount:

5 Holder of Earnest Money:

6 Buyer(s) shall release Seller(s) from all terms of a certain Purchase and Sale Agreement, with a Binding Agreement Date of

7 , ("Agreement"), and said Seller(s) agree to release Buyer(s) from all terms of the

8 Agreement. Further, both Seller(s) and Buyer(s) do hereby agree to the cancellation and termination of said Agreement and

9 that in consideration of mutual promises and conditions herein contained, the receipt and sufficiency of which is hereby

10 acknowledged, Buyer(s), Seller(s) and Broker(s) (including all Licensees connected herewith) do hereby jointly and severally

11 release one another from all claims of every kind and character arising from or connected with the foregoing Agreement on

12 the above Property. If applicable, Buyer(s) have provided Seller(s) with any requested documentation which supports

13 Buyer's right to terminate pursuant to any specific Buyer's contingency contained within the Agreement. This Release shall

14 be binding upon and shall be effective for the benefit of any successors, heirs, and/or assignees of all parties.

15 EARNEST MONEY IS BEING DISBURSED AS FOLLOWS ("Check any that apply"):

16 o 1. Forfeited by Buyer(s) and paid to Seller(s) as defined in the Purchase and Sale Agreement.

17 o 2. Returned to Buyer(s) for the following reason(s):

18 ❑ a. unable to obtain financing as per Purchase and Sale Agreement — Lender's loan denial letter attached.

19 ❑ b. did not remove contingency upon notice of second acceptable Purchase and Sale Agreement pursuant to the

20 Seller's Right to Continue to Market Property Addendum.

21 ❑ c. Seller unable to provide good title.

22 ❑ d. Purchase and Sale Agreement contingency pertaining to

23 ❑ e. inspection contingencies.

24 ❑ f. other:

25 ❑ 3. Split between the parties in the following manner:

26 Name: Amount: $

27 Name: Amount: $

28 Name: Amount: $

29 Name: Amount: $

was not satisfied.

Copyright 2002 © Tennessee Association of Realtors® F30 — Earnest Money Disbursement and Mutual Release of Purchase and Sale Agreement, Page 1 of 2 Version 02/01/2014

at

at

Date Date at o'clock ❑ am/ ❑ pm o'clock ❑ am/ ❑ pm

o'clock ❑ am/ ❑ pm

SELLER SELLER 46 47

at o'clock ❑ am/ ❑ pm at o'clock ❑ am/ ❑ pm 48 49

Date

Date

30 ❑ 4. Other:

31

32 LEGAL DOCUMENTS: This is an important legal document creating valuable rights and obligations. If you have questions 33 about it, you should review it with your attorney. Neither the Broker nor any Agent or Facilitator is authorized or qualified to 34 give you any advice about the advisability or legal effect of its provisions. By signing this document, you are certifying that 35 you have read and accept these terms and acknowledge receipt of a copy of this Release.

36 This Release shall become binding when signed by all parties.


BUYER BUYER

Managing Broker — Selling Firm

Date

37

38 39

40 41

42 43 44

45


50

at o'clock ❑ am/ ❑ pm 51

Managing Broker — Listing Firm Date

52 DISBURSEMENT AUTHORIZED BY HOLDER: 53 Holder Signature

54 DATE: at o'clock ❑ am / ❑ pm


Copyright 2002© Tennessee Association of Realtors® F30 — Earnest Money Disbursement and Mutual Release of Purchase and Sale Agreement, Page 2 of 2 Version 02/01/2014

NOTIFICATION OF CHANGE IN STATUS OR AGENCY RELATIONSHIP

1 Every real estate licensee is required to disclose his or her agency status in a real estate transaction to any buyer or

2 seller who is not represented by an agent and with whom the licensee is working directly in the transaction. Copies of

3 this confirmation must be provided to any signatory thereof. If the licensee's agency relationship changes at any time

4 during the course of a real estate transaction, that agent is required to immediately notify any other licensees and any

5 parties to the transaction of this change in agency relationship. The following serves as a written confirmation of any

6 change in status or agency relationship by this Licensee (or Licensee's real estate company):

7 The real estate transaction involving the property located at:

8 ("Property Address")

9 and involving the following parties: ("Seller" which

10 includes landlord as applicable ) and/or ("Buyer" 11 which includes tenant as applicable).

12 I. PREVIOUS STATUS OR AGENCY RELATIONSHIP:

13 ("Licensee") was previously acting in the following capacity in this transaction:

14 Licensee to select the Status or Agency Relationship previously disclosed by Licensee on the original Confirmation of

15 Agency Status Form or immediately preceding Notification of Change in Status or Agency Relationship:

16

17

18 19

20 II. CHANGE TO STATUS OR AGENCY RELATIONSHIP: 21 ("Licensee") with 22 ("Firm") has changed his/her status or agency relationship in this transaction to the following:

23 Licensee to select ONE of the following options to describe his/her New Status or Agency Relationship in this 24 Transaction:

25

26

27 28

29 This form is intended to notify a buyer, seller, and/or any other licensee in transaction of a change in status or agency 30 relationship of a real estate agent. This document also serves as confirmation that the licensee's Agency or Transaction 31 Broker status was communicated orally before any real estate services were provided and also serves as a statement 32 acknowledging that the buyer or seller, as applicable, was informed that any complaints alleging a violation or violations of 33 Tenn. Code Ann. § 62-13-312 must be filed within the applicable statute of limitations for such violation set out in Tenn. 34 Code Ann. § 62-13-313(e) with the Tennessee Real Estate Commission, 500 James Robertson Parkway, Nashville, TN 35 37243, PH: (615) 741-2273. This notice by itself, however, does not constitute an agency agreement or establish any 36 agency relationship.

❑ Agent for the Seller ❑ Agent for the Buyer

❑ Designated Agent for the Seller ❑ Designated Agent for the Buyer

❑ Transaction Broker or Facilitator (not an agent for either party)

❑ Disclosed Dual Agent (for both parties) with the consent of both the Buyer and the Seller

❑ Agent for the Seller ❑ Agent for the Buyer

❑ Designated Agent for the Seller ❑ Designated Agent for the Buyer

❑ Transaction Broker or Facilitator (not an agent for either party)

❑ Disclosed Dual Agent (for both parties) with the consent of both the Buyer and the Seller

Copyright 2013 © Tennessee Association of Realtors® Fl (a) — Notification of Change in Status or Agency Relationship, Page 1 of 2 Version 2/01/2014

42 43

Seller Signature Date Buyer Signature

Date

40 41

Seller Signature Date Buyer Signature

Date

44 45

Listing Licensee Date Selling Licensee

Date

37 The following signatures constitute acknowledgment of receipt of this Notification of Change in Status or Agency 38 Relationship disclosure by the Realtor® acting as Agent/Broker OR other status of Seller/Landlord and/or Buyer/Tenant listed 39 above pursuant to the National Association of Realtors® Code of Ethics and Standards of Practice.

46 47

Listing Company Date Selling Company Date


Copyright 2013 Tennessee Association of Realtors® Fl (a) — Notification of Change in Status or Agency Relationship, Page 2 of 2 Version 2/01/2014

WORKING WITH A REAL ESTATE PROFESSIONAL

1 Pursuant to the Tennessee Real Estate Broker License Act, every Real Estate Licensee owes the following duties to 2 every Buyer and Seller, Tenant and Landlord (collectively "Buyers" and "Sellers"):

3 1. To diligently exercise reasonable skill and care in providing services to all parties to the transaction;

4 2. To disclose to each party to the transaction any Adverse Facts of which Licensee has actual notice or knowledge;

5 3. To maintain for each party in a transaction the confidentiality of any information obtained by a Licensee prior to 6 disclosure to all parties of a written agency agreement entered into by the Licensee to represent either or both parties 7 in the transaction. This duty of confidentiality extends to any information which the party would reasonably expect 8 to be held in confidence, except for any information required by law to be disclosed;

9 4. To provide services to each party to the transaction with honesty and good faith;

10 5. To disclose to each party to the transaction timely and accurate information regarding market conditions that might 11 affect such transaction only when such information is available through public records and when such information is 12 requested by a party;

13 6. To give timely account for earnest money deposits and all other property received from any party to a transaction; 14 and

15 7. A) To refrain from engaging in self-dealing or acting on behalf of Licensee's immediate family, or on behalf of any 16 other individual, organization or business entity in which Licensee has a personal interest without prior disclosure of 17 such personal interest and the timely written consent of all parties to the transaction; and

18 B) To refrain from recommending to any party to the transaction the use of services of another individual, 19 organization or business entity in which the Licensee has an interest or from whom the Licensee may receive a 20 referral fee or other compensation for the referral, other than referrals to other Licensees to provide real estate 21 services, without timely disclosure to the party who receives the referral, the Licensee's interest in such a referral or 22 the fact that a referral fee may be received.

23 In addition to the above, the Licensee has the following duties to his/her Client if the Licensee has become an Agent or 24 Designated Agent in a transaction:

25 8. Obey all lawful instructions of the client when such instructions are within the scope of the agency agreement 26 between the Licensee and Licensee's client;

27 9. Be loyal to the interests of the client. Licensee must place the interests of the client before all others in negotiation 28 of a transaction and in other activities, except where such loyalty/duty would violate Licensee's duties to a customer 29 in the transaction; and

30 10. Unless the following duties are specifically and individually waived in writing by a client, Licensee shall assist the 31 client by:

32 A) Scheduling all property showings on behalf of the client;

33 B) Receiving all offers and counter offers and forwarding them promptly to the client;

34 C) Answering any questions that the client may have in negotiation of a successful purchase agreement within 35 the scope of the Licensee's expertise; and

36 D) Advising the client as to whatever forms, procedures and steps are needed after execution of the purchase 37 agreement for a successful closing of the transaction.

38 Upon waiver of any of the above duties contained in 10. above, a consumer must be advised in writing by such 39 consumer's agent that the consumer may not expect or seek assistance from any other licensees in the transaction for 40 the performance of said duties.

Copyright 2013 © Tennessee Association of Realtors° F1(b) — Working with a Real Estate Professional, Page 1 of 2 Version 2/01/2014

AN EXPLANATION OF TERMS

41 Facilitator/Transaction Broker (not an agent for either party). 42 The Licensee is not working as an agent for either party in this consumer's prospective transaction. A Facilitator may 43 advise either or both of the parties to a transaction but cannot be considered a representative or advocate of either party. 44 "Transaction Broker" may be used synonymously with, or in lieu of, "Facilitator" as used in any disclosures, forms or 45 agreements. [By law, any licensee or company who has not entered into a written agency agreement with either party in 46 the transaction is considered a Facilitator or Transaction Broker until such time as an agency agreement is established.]

47 Agent for the Seller. 48 The Licensee's company is working as an agent for the property seller and owes primary loyalty to the seller. Even if 49 the Licensee is working with a prospective buyer to locate property for sale, rent, or lease, the Licensee and his/her 50 company are legally bound to work in the best interests of any property owners whose property is shown to this 51 prospective buyer. An agency relationship of this type cannot, by law, be established without a written agency 52 agreement.

53 Agent for the Buyer. 54 The Licensee's company is working as an agent for the prospective buyer, owes primary loyalty to the buyer, and will 55 work as an advocate for the best interests of the buyer. An agency relationship of this type cannot, by law, be established 56 without a written buyer agency agreement.

57 Disclosed Dual Agent (for both parties). 58 Refers to a situation in which the Licensee has agreements to provide services as an agent to more than one party in a 59 specific transaction and in which the interests of such parties are adverse. This agency status may only be employed upon 60 full disclosure to each party and with each party's informed consent.

61 Designated Agent for the Seller. 62 The individual Licensee that has been assigned by his/her Managing Broker and is working as an agent for the Seller or 63 property owner in this consumer's prospective transaction, to the exclusion of all other licensees in his/her company. 64 Even if someone else in the Licensee's company represents a possible buyer for this Seller's property, the Designated 65 Agent for the Seller will continue to work as an advocate for the best interests of the Seller or property owner. An 66 agency relationship of this type cannot, by law, be established without a written agency agreement.

67 Designated Agent for the Buyer. 68 The individual Licensee that has been assigned by his/her Managing Broker and is working as an agent for the Buyer in 69 this consumer's prospective transaction, to the exclusion of all other licensees in his/her company. Even if someone else 70 in the Licensee's company represents a seller in whose property the Buyer is interested, the Designated Agent for the 71 Buyer will continue to work as an advocate for the best interests of the Buyer. An agency relationship of this type 72 cannot, by law, be established without a written agency agreement.

73 Adverse Facts. 74 "Adverse Facts" means conditions or occurrences generally recognized by competent licensees that have a negative 75 impact on the value of the real estate, significantly reduce the structural integrity of improvements to real property or 76 present a significant health risk to occupants of the property.

77 Confidentiality. 78 By law, every licensee is obligated to protect some information as confidential. This includes any information revealed 79 by a consumer which may be helpful to the other party IF it was revealed by the consumer BEFORE the Licensee 80 disclosed an agency relationship with that other party. AFTER the Licensee discloses that he/she has an agency 81 relationship with another party, any such information which the consumer THEN reveals must be passed on by the 82 Licensee to that other party.

83 84 Unrepresented Party Signature

Date

Unrepresented Party Signature Date

85 86 Real Estate Licensee Date Real Estate Company Date


Copyright 2013 © Tennessee Association of Realtors® Fl (b)— Working with a Real Estate Professional, Page 2 of 2 Version 2/01/2014

EXCLUSIVE BUYER REPRESENTATION AGREEMENT (Designated Agency)

1 Broker/Firm:

2 Address of Firm:

3 Buyer:

4 1. TERM.

5 For and in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt

6 and sufficiency of which is hereby acknowledged, the undersigned

7 ("Client" or "Buyer") hereby employs the

8 Firm/Broker of ("Broker"), as Client's

9 exclusive agent to locate property for Client's purchase, lease, exchange or option (collectively "Purchase") during the

10 term of this agreement, and to advocate the Client's best interests in the negotiation of terms and conditions of any such

11 Purchase. This Buyer Representation Agreement ("Agreement") begins on this date and terminates at 11:59 p.m. local time

12 on , , or at the closing (or in the case of a lease, the date of possession) of any

13 Purchase under this Agreement, if such occurs earlier.

14 2. TYPE OF PROPERTY SOUGHT BY CLIENT.

15 A. General Description, Size and Location: 16

17 B. Price Range & Terms:

18

C. Sources to be Searched for Property: 19

20 D. Other Terms/Conditions:

21 E. Properties Specifically Exempted from this Agreement: 22

23 3. CLIENT DUTIES. 24 Buyer agrees:

25 A. To Purchase property exclusively through Broker during the term of this Agreement;

26 B. To furnish Broker on a timely basis with any necessary personal and/or financial information to ensure Client's 27 ability to Purchase;

28 C. That he/she is not under an exclusive right to buy contract or exclusive buyer representation agreement with any 29 other agent at this time;

30 D. That if Client utilizes the services of another real estate broker or deals solely with a Seller's Agent or the Seller 31 directly at any time during the effective period of this Agreement and/or any extensions thereof and then enters into 32 an agreement with a seller/owner to Purchase any property(ies) described above, the Buyer still owes a commission 33 to the Broker provided herein;

34 E. To authorize Broker to negotiate for a fee paid by the Seller and/or the Seller's agent, the payment of which will be 35 fully disclosed to Client. If a fee is not offered or paid to Broker, as could occur, for example, in the purchase of an 36 unlisted property, Client agrees to pay Broker a total of $ or % compensation 37 based on the total sale price. In the event that Buyer leases a property in lieu of purchase, the Buyer agrees to pay 38 Broker a total of $ in compensation unless otherwise stated herein. In the event that the amount of 39 any cooperating compensation paid by Seller or Seller's broker is less than the amount listed above, Buyer agrees to 40 pay Broker the difference at closing, or on the date of possession in the case of a lease. Broker's fee is earned at the 41 signing by both parties of an agreement to purchase, lease, exchange or the exercise of an option for any

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CONFIRMATION OF AGENCY STATUS 1 Every real estate licensee is required to disclose his or her agency status in a real estate transaction to any buyer or 2 seller who is not represented by an agent and with whom the Licensee is working directly in the transaction. The 3 purpose of this Confirmation of Agency Status is to acknowledge that this disclosure occurred. Copies of this 4 confirmation must be provided to any signatory thereof. As used below, "Seller" includes sellers and landlords; 5 "Buyer" includes buyers and tenants. Notice is hereby given that the agency status of this Licensee (or Licensee's 6 company) is as follows in this transaction: 7 The real estate transaction involving the property located at: 8 9

PROPERTY ADDRESS

SELLER NAME: BUYER NAME: LICENSEE NAME: LICENSEE NAME:

in this consumer's current or prospective transaction is in this consumer's current or prospective transaction serving as: is serving as:

❑ Transaction Broker or Facilitator. ❑ Transaction Broker or Facilitator. (not an agent for either party). (not an agent for either party).

❑ Seller is Unrepresented. ❑ Buyer is Unrepresented.

❑ Agent for the Seller. ❑ Agent for the Buyer.

❑ Designated Agent for the Seller. ❑ Designated Agent for the Buyer.

❑ Disclosed Dual Agent (for both parties), ❑ Disclosed Dual Agent (for both parties), with the consent of both the Buyer and the Seller with the consent of both the Buyer and the Seller in this transaction, in this transaction.

This form was delivered in writing, as prescribed by law, to any unrepresented buyer prior to the preparation of any offer to purchase, OR to any unrepresented seller prior to presentation of an offer to purchase; OR (if the Licensee is listing a property without an agency agreement) prior to execution of that listing agreement. This document also serves as confirmation that the Licensee's Agency or Transaction Broker status was communicated orally before any real estate services were provided and also serves as a statement acknowledging that the buyer or seller, as applicable, was informed that any complaints alleging a violation or violations of Tenn. Code Ann. § 62-13-312 must be filed within the applicable statute of limitations for such violation set out in Tenn. Code Ann. § 62-13-313(e) with the Tennessee Real Estate Commission, 710 James Robertson Parkway, 3 rd Floor, Nashville, TN 37232, PH: (615) 741-2273. This notice by itself, however, does not constitute an agency agreement or establish any agency relationship.

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19 20 21 22 23 24 25 26 27 28 29 30

31 By signing below, parties acknowledge receipt of confirmation of Agency relationship disclosure by Realtor ® acting as 32 Agent/Broker OR other status of Seller/Landlord and/or Buyer/Tenant pursuant to the National Association of Realtors® 33 Code of Ethics and Standards of Practice.

Seller Signature Date Buyer Signature Date

Seller Signature Date Buyer Signature Date

Listing Licensee Date Selling Licensee Date

Listing Company Date Selling Company Date NOTE: This form is provided by TAR to its members for their use in real estate transactions and is to be used as is. By downloading and/or using this form, you agree and covenant not to alter, amend, or edit said form or its contents except as where provided in the blank fields, and agree and acknowledge that any such alteration, amendment or edit of said form is done at your own risk. Use of the TAR logo in conjunction with any form other than standardized forms created by TAR is strictly prohibited. This form is subject to periodic revision and it is the responsibility of the member to use the most recent available form.

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42 property(ies) as described above and is due at the closing of any such transaction or upon possession of property 43 unless otherwise stated herein. In the event that Buyer defaults on performance of a valid contract for sale, lease, 44 exchange or exercised option, Broker's fee will be due on the date of default. Buyer agrees to pay all reasonable 45 attorney's fees together with any court costs and expenses which real estate firm incurs in enforcing any of Buyer's 46 obligations to pay compensation under this Agreement. The parties hereby agree that all remedies are fair and 47 equitable and neither party will assert the lack of mutuality of remedies as a defense in the event of a dispute. 48 NOTICE: Real estate fees are not fixed by law. They are set by each broker individually and are negotiable 49 between Client and Broker. The payment of any fee by Seller will not make Broker either the Agent or Subagent of 50 the Seller; and

51 F. Carry-Over Clause. Should the Buyer contract to buy or exchange, or contract to lease a property within 52 days after the expiration of this Agreement with any Seller/Landlord (or anyone acting on 53 Seller's/Landlord's behalf) who has been introduced to Buyer, directly or indirectly, during the term hereof, as 54 extended, the Buyer agrees to pay the compensation as set forth above. This carry-over clause shall not apply if the 55 Buyer is subject to a buyer's representation agreement with another licensed real estate broker at the time of such 56 contract.

57 G. That he/she has reviewed this Agreement and agrees with the terms herein.

58 4. AGENCY 59 A. Definitions 60 1. Broker: 61 In this Agreement, the term "Broker" shall mean a licensed Tennessee real estate broker or brokerage firm and 62 where the context would indicate, the Broker's affiliated licensees, including but not limited to the Designated 63 Agent.

64 2. Designated Agent for the Buyer: 65 The individual licensee that has been assigned by the Managing Broker and is working as an agent for the 66 Buyer in this consumer's prospective transaction, to the exclusion of all other licensees in his/her company. 67 Even if someone else in the licensee's company represents a Seller of a prospective property, the Designated 68 Agent for the Buyer will continue to work as an advocate for the best interests of the Buyer. An agency 69 relationship, by law, can only be established by a written agency agreement.

70 3. Facilitator/Transaction Broker (not an agent for either party): 71 The licensee is not working as an agent for either party in this consumer's prospective transaction. A Facilitator 72 may advise either or both of the parties to a transaction but cannot be considered a representative or advocate of 73 either party. By law, any licensee or company who has not entered into a written agency agreement with either 74 party in the transaction is considered a Facilitator or Transaction Broker until such time as an agency agreement 75 is established.

76 4. Dual agency: 77 The licensee has agreements to provide services as an agent to more than one (1) party in a specific transaction 78 and in which the interests of such parties are adverse. This agency status may only be employed upon full 79 disclosure to each party and with each party's informed consent.

80 5. Adverse Facts: 81 "Adverse Facts" means conditions or occurrences generally recognized by competent licensees that have a 82 negative impact on the value of the real estate, significantly reduce the structural integrity of improvements to 83 real property or present a significant health risk to occupants of the property.

84 6. Confidentiality: 85 By law, every licensee is obligated to protect some information as confidential. This includes any information 86 revealed by a consumer which may be helpful to the other party IF it was revealed by the consumer BEFORE 87 the licensee disclosed any agency relationship with that other party. AFTER the licensee discloses that he/she 88 has an agency relationship with another party, any such information which the consumer THEN reveals must be 89 passed on by the licensee to that other party. Buyer understands that there is a possibility that sellers or sellers' 90 representatives may not treat the existence, terms, or conditions of offers as confidential unless confidentiality is 91 required by law, regulation, or by any confidentiality agreement between the parties.

92 B. Duties owed to all Parties to a Transaction. 93 Pursuant to the Tennessee Real Estate Broker License Act, every Real Estate Licensee owes the following 94 duties to every Buyer and Seller, Tenant and Landlord (collectively "Buyers" and "Sellers"):

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95 1. To diligently exercise reasonable skill and care in providing services to all parties to the transaction;

96 2. To disclose to each party to the transaction any Adverse Facts of which Licensee has actual notice or

97 knowledge;

98 3. To maintain for each party in a transaction the confidentiality of any information obtained by a Licensee prior to

99 disclosure to all parties of a written agency agreement entered into by the Licensee to represent either or both

100 parties in the transaction. This duty of confidentiality extends to any information that the party would

101 reasonably expect to be held in confidence, except for information which the party has authorized for disclosure

102 or information required by law to be disclosed;

103 4. To provide services to each party to the transaction with honesty and good faith;

104 5. To disclose to each party to the transaction timely and accurate information regarding market conditions that

105 might affect such transaction only when such information is available through public records and when such

106 information is requested by a party;

107 6 To give timely account for earnest money deposits and all other property received from any party to a

108 transaction; and

109 7. A. To refrain from engaging in self-dealing or acting on behalf of Licensee's immediate family, or on behalf

110 of any other individual, organization or business entity in which Licensee has a personal interest without

111 prior disclosure of such personal interest and the timely written consent of all parties to the transaction; and

112 B. To refrain from recommending to any party to the transaction the use of services of another individual,

113 organization or business entity in which the Licensee has an interest or from whom the Licensee may

114 receive a referral fee or other compensation for the referrals, other than referrals to other Licensees to

115 provide real estate services, without timely disclosing to the party who receives the referral, the Licensee's

116 interest in such referral or the fact that a referral fee may be received.

117 C. Duties Owed to Client.

118 In addition to the above, the Licensee has the following duties to his/her Client if the Licensee has become an

119 agent or Designated Agent in a transaction:

120 1. Obey all lawful instructions of the Client when such instructions are within the scope of this agency agreement

121 between the Licensee and the Buyer/Client; and

122 2. Be loyal to the interests of the Client. A Licensee must place the interests of the Client before all others in

123 negotiation of a transaction and in other activities, except where such loyalty duty would violate Licensee's

124 duties to a customer in the transaction;

125 3. Unless the following duties are specifically and individually waived in writing by a Client, Licensee shall assist

126 the Client by:

127 A. Scheduling all property showings on behalf of the Client;

128 B. Receiving all offers and counter offers and forwarding them promptly to the Client;

129 C. Answering any questions that the Client may have in negotiation of a successful purchase within the scope

130 of the Licensee's expertise; and

131 D. Advising the Client as to whatever forms, procedures and steps are needed after execution of the purchase

132 agreement for a successful closing of the transaction.

133 Upon Waiver of any of the above duties listed under subparagraph 4.C.3., the Client may not expect or seek

134 assistance from any other licensees in the transaction for the performance of said duties.

135 D. Agent Disclosure. Pursuant to Tennessee Real Estate Commission Rule 1260-2-.36, Broker must disclose the

136 following to Client prior to the execution of this Agreement:

137 During the effective period of this Agreement:

138 1. Client should not contact listing agents directly and should make all arrangements to view and inspect

139 property through Broker;

140 2. In the event Client comes into contact with a Seller's Agent(s) (for example, at an open house viewing),

141 Client shall immediately inform the Seller's Agent(s) that he/she is represented by Broker; and

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142 3. If Client purchases property(ies) covered by this Agreement through another real estate licensee or a 143 Seller's Agent(s) or directly from a Seller, Client understands that he/she still owes a commission to the 144 Broker as set forth in this Agreement.

145 E. Buyer's Authorizations. 146 1. Appointment of Designated Agent. Buyer hereby authorizes Managing Broker to appoint the Selling 147 Licensee as Designated Agent for the Buyer, to the exclusion of any other licensees associated with Broker. A 148 Designated Agent for the Buyer can and will continue to advocate Buyer's interests in a transaction even if a 149 Designated Agent for the Seller (other than the Licensee listed below) is also associated with Broker. The 150 Managing Broker hereby appoints to be 151 the Designated Agent for the Buyer in this transaction.

152 2. Appointment of Subsequent Designated Agent. Buyer hereby authorizes the Managing Broker, if necessary, 153 to appoint a licensee, other than the Licensee named above, as Designated Agent for the Buyer, to the exclusion 154 of any other licensees associated with Broker. This shall be accomplished through an amendment to this 155 Agreement, if necessary.

156 3. Default to Facilitator in the event that both parties are represented by the same Designated Agent. The 157 Designated Agent shall default to Facilitator status for all showings or transactions involving the same 158 Designated Agent for both the Buyer and a prospective Seller, immediately notifying (verbally) the Buyer and 159 the Seller of the need to default to this Facilitator status to be confirmed in writing prior to the execution of the 160 contract. Upon any default to Facilitator status, the former Designated Agent must assume a neutral position 161 and will not be an advocate for either the Buyer or any prospective Seller.

162 4. Resumption of Agency Status. In the event that the Designated Agent defaults to a Facilitator status, this 163 Facilitator status will only be temporary. The Facilitator status will only last until any transaction or 164 contemplated transaction in which the parties are all assisted by the same Facilitator is resolved (either because 165 the transaction is closed or the transaction or contemplated transaction is terminated or not accepted and no 166 further negotiations occur between the parties). At that time, the Agent will immediately revert back to 167 Designated Agency status for the Buyer.

168 5. CONFIDENTIALITY. 169 Information which the Buyer authorizes Broker and his affiliated Licensees to disclose which might otherwise be 170 confidential: 171

172 6. EARNEST MONEY. 173 Broker is authorized to accept a deposit of earnest money to be applied to the purchase price for a property. Such deposit 174 is to be held by Broker in an escrow account or forwarded to party authorized to hold said funds as set forth in an 175 executed contract for purchase, lease, exchange or option agreement until disbursed in accordance with the terms of said 176 agreement.

177 7. LIMITATIONS ON BROKER'S AUTHORITY AND RESPONSIBILITY. 178 Buyer acknowledges and agrees that Broker and Designated Agent:

179 A. May show the same properties to other prospective buyers;

180 B. Is not an expert with regard to matters that could be revealed through a survey, title search, or inspection; for the 181 condition of the property, any portion thereof, or any item therein; for any geological issues present on the property; 182 for any issues arising out of the failure to inspect property prior to entering into an agreement to Purchase property 183 and/or closing on property; for the necessity or cost of any repairs to property; hazardous or toxic materials; square 184 footage; acreage; the availability and cost of utilities, septic or community amenities; conditions existing off a 185 property which may affect said property; proposed or pending condemnation actions involving the property; uses 186 and zoning of a property, whether permitted or proposed; for applicable boundaries of school districts or other 187 school information; termites and wood destroying organisms; building products and construction techniques; the tax 188 or legal consequences of a contemplated transaction; matters relating to financing; for the appraised or future value 189 of a property; etc. Buyer acknowledges that Broker is not an expert with respect to the above matters and is hereby 190 advised to seek independent expert advice on any of these or other matters which are of concern to Buyer;

191 C. Shall owe no duties to Buyer nor have any authority to act on behalf of Buyer other than what is set forth in this 192 Agreement and the duties contained in the Tennessee Real Estate License Act of 1973, as amended and the 193 Tennessee Real Estate Commission Rules; and


194 D. May make all disclosures required by law and/or the National Association of Realtors® Code of Ethics.

195 8. EXPERT ASSISTANCE. 196 While Broker and the Licensees associated with Broker have considerable general knowledge, they are not experts in 197 matters of law, tax, financing, square footage, home inspections, wood destroying organisms, surveying, structural 198 conditions, geological issues, hazardous materials, engineering, etc. Client acknowledges Broker's advice to seek 199 professional assistance and advice in these and other areas of professional expertise as needed. Names or sources 200 provided to Client for such advice or assistance are not warranted or guaranteed by the Broker or the Licensees 201 associated with Broker.

202 9. OTHER PROVISIONS. 203 A. Binding Effect, Entire Agreement, Modification, and Assignment. 204 This Agreement shall be for the benefit of, and be binding upon, the parties hereto, their heirs, successors, legal 205 representatives and permitted assigns. This Agreement may only be assigned with the written consent of both 206 parties. This Agreement constitutes the sole and entire agreement between the parties hereto and no modification of 207 this Agreement shall be binding unless signed by all parties or assigns to this Agreement. No representation, 208 promise, or inducement not included in this Agreement shall be binding upon any party hereto. Any assignee shall 209 fulfill all the terms and conditions of this Agreement. 210 B. Governing Law and Venue. This Agreement is intended as a contract for buyer's agency representation and shall 211 be governed by and interpreted in accordance with the laws and in the courts of the state of Tennessee.

212 C. Terminology. 213 As the context may require in this Agreement: (1) the singular shall mean the plural and vice versa; (2) all pronouns 214 shall mean and include the person, entity, firm or corporation to which they relate; (3) the masculine shall mean the 215 feminine and vice versa; and (4) the term day(s) used throughout this Agreement shall be deemed to be calendar 216 day(s) ending at 11:59 p.m. local time unless otherwise specified in this Agreement. Local time shall be determined 217 by the location of the Firm. In the event a performance deadline occurs on a Saturday, Sunday or legal holiday, 218 the performance deadline shall extend to the next following business day. Holidays as used herein are those days 219 deemed federal holidays pursuant to 5 U.S.C. § 6103.

220 D. Severability. 221 If any portion or provision of this Agreement is held or adjudicated to be invalid or unenforceable for any reason, 222 each such portion or provision shall be severed from the remaining portions or provisions of this Agreement, and the 223 remaining portions or provisions shall be unaffected and remain in full force and effect.

224 E. Fair Housing. 225 Broker and Designated Agent shall provide services without regard to race, color, religion, sex, handicap, familial 226 status, national origin, sexual orientation or gender identity. A request to observe discriminatory practices in the 227 sale, lease, exchange, or option of property will not be granted.

228 10. LEGAL DOCUMENTS. THIS IS AN IMPORTANT LEGAL DOCUMENT CREATING VALUABLE 229 RIGHTS AND OBLIGATIONS. IF YOU HAVE QUESTIONS ABOUT IT, YOU SHOULD REVIEW IT 230 WITH YOUR ATTORNEY. NEITHER THE BROKER NOR ANY AGENT OR FACILITATOR IS 231 AUTHORIZED OR QUALIFIED TO GIVE YOU ANY ADVICE CONCERNING THE ADVISABILITY 232 OR LEGAL EFFECT OF ITS PROVISIONS. BY SIGNING THIS DOCUMENT, YOU ARE 233 CERTIFYING THAT YOU HAVE READ AND ACCEPT THESE TERMS AND ACKNOWLEDGE 234 RECEIPT OF THIS AGREEMENT.

235 11. EXHIBITS AND ADDENDA. All exhibits and/or addenda attached hereto, listed below, or referenced herein are 236 made a part of this Agreement.

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BUYER BUYER

Print/Type Name

at o'clock o am/ n pm at o'clock o am/ o pm Date

Print/Type Name

Date

Address

Address

Phone: (H) (Cell) Phone: (H) (Cell)

(W) Email: (W) Email:

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247 12. SPECIAL STIPULATIONS. The following Special Stipulations, if conflicting with any preceding paragraph, shall 248 control:

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BY: Broker or Licensee Authorized by Broker BROKER/FIRM

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Phone: Fax: Print/Type Name

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Copyright 2011 © Tennessee Association of Realtors® F17 — Personal Interest Disclosure & Consent, Page 1 of 1 Modified on 02/01/2014

PERSONAL INTEREST DISCLOSURE & CONSENT 1 On occasion, a real estate licensee may become involved in a real estate transaction BOTH as a licensed real estate 2 professional AND as a party — directly or indirectly — to the transaction. The Real Estate Broker Licensing Act requires that 3 a licensee's personal interest in any transaction be disclosed. Further, said Act requires the written consent of all parties to a 4 transaction with regard to certain personal interests. 5 As used below: 6 • "Buyer" shall mean Buyer or Tenant. 7 • "Seller" shall mean Seller or Landlord. 8 DISCLOSURE AND CONSENT AS TO LICENSEE'S PERSONAL INTEREST: 9 [Pursuant to Section 62-13-403(7)(A) of the Tennessee Real Estate Broker Licensing Act, a licensee shall:

10 "Not engage in self-dealing nor act on behalf of a licensee's immediate family, or on behalf of any other 11 individual, organization or business entity in which the licensee has a personal interest without prior 12 disclosure of such interest and the timely written consent of all parties to the transaction."] 13 1. Nature of Interest. [Licensee to disclose nature of personal interest by checking appropriate box(es) 14 below.] Licensee has a personal 15 interest with regard to the sale of the property located at 16 17 The licensee's personal interest is as follows: 18 ❑ the licensee is the seller/owner of this property. 19 ❑ an immediate family member of the licensee is the seller of the property. 20 1:1 any other individual, organization or business entity in which the licensee has a personal interest is the 21 seller of the property. 22 ❑ the licensee is a prospective buyer of the property. 23 ❑ an immediate family member of the licensee is the prospective buyer of the property. 24 ❑ any other individual, organization or business entity in which the licensee has a personal interest is a 25 prospective buyer of the property. 26 ❑ other 27 2. Consent of Continued Involvement. Buyer and Seller consent to the undersigned licensee's continued 28 involvement in the subject transaction. 29 Shall Be Signed by Licensee, Buyer and Seller Prior to Execution of a Real Estate Contract:


LICENSEE FIRM/COMPANY

at o'clock o am/ ❑ pm Date ADDRESS:

PHONE: FAX: EMAIL:


BUYER BUYER

at o'clock ❑ am/ ❑ pm at o'clock ❑ am/ ❑ pm Date Date


SELLER SELLER

at o'clock ❑ am/ o pm at o'clock o am/ o pm Date Date

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PURCHASE AND SALE AGREEMENT

1 1. Purchase and Sale. For and in consideration of the mutual covenants herein and other good and valuable consideration,

2 the receipt and sufficiency of which is hereby acknowledged, the undersigned buyer

3 ("Buyer") agrees to buy and the

4 undersigned seller ("Seller")

5 agrees to sell all that tract or parcel of land, with such improvements as are located thereon, described as follows:

6 All that tract of land known as:

7 (Address) (City), Tennessee, (Zip), as recorded in

8 County Register of Deeds Office, deed book(s), page(s),

9 and/or instrument number and as further described as:

10 together with all

11 fixtures, landscaping, improvements, and appurtenances, all being hereinafter collectively referred to as the "Property."

12 A. INCLUDED as part of the Property (if present): all attached light fixtures and bulbs including ceiling fans;

13 permanently attached plate glass mirrors; heating, cooling, and plumbing fixtures and equipment; all doors, storm

14 doors and windows; all window treatments (e.g. shutters, blinds, shades, curtains, draperies) and hardware; all wall-

15 to-wall carpet; range; all built-in kitchen appliances; all bathroom fixtures and bathroom mirrors; all gas logs,

16 fireplace doors and attached screens; all security system components and controls; garage door opener and all (at

17 least ) remote controls; swimming pool and its equipment; awnings; permanently installed outdoor cooking

18 grills; all landscaping and all outdoor lighting; mailbox(es); attached basketball goals and backboards; TV mounting

19 brackets (but excluding flat screen TVs); antennae and satellite dishes (excluding components); and central vacuum

20 systems and attachments.

21 B. Other items that REMAIN with the Property at no additional cost to Buyer: 22 23

24 C. Items that WILL NOT REMAIN with the Property: 25 26

27 D. LEASED ITEMS: Leased items that remain with the Property: (e.g., security systems, water softener systems, fuel 28 tank, etc.): 29 Buyer shall assume any and all lease payments as of Closing. If leases are not assumable, the balance shall be paid 30 in full by Seller at or before Closing. 31 ❑ Buyer does not wish to assume a leased item. (THIS BOX MUST BE CHECKED IN ORDER FOR IT TO 32 BE A PART OF THIS AGREEMENT.) 33 Buyer does not wish to assume Seller's current lease of ; therefore, Seller 34 shall have said lease cancelled and leased items removed from Property prior to Closing. 35 E. FUEL: Fuel, if any, will be adjusted and charged to Buyer and credited to Seller at Closing at current market prices. 36 2. Purchase Price, Method of Payment and Closing Expenses. Buyer warrants that, except as may be otherwise 37 provided herein, Buyer will at Closing have sufficient cash to complete the purchase of the Property under the terms of 38 this Purchase and Sale Agreement (hereinafter "Agreement"). The purchase price to be paid is: 39 U.S. Dollars, 40 ("Purchase Price") which shall be disbursed at Buyer's expense and paid to Seller or Seller's Closing Agency in 41 immediately available funds in the form of one of the following: 42 i. a Federal Reserve Bank wire transfer; 43 ii. a Cashier's Check issued by a financial institution as defined in 12 CFR § 229.2(i); 44 iii. a check issued by the State of Tennessee or a political subdivision thereof; 45 iv. a check issued by an instrumentality of the United States organized and existing under the Farm Credit Act of 46 1971; OR 47 v. in other such form as is approved in writing by Seller.

48 A. Appraisal (Select either 1 or 2 below. The sections not checked are not a part of this Agreement). 49 ❑ 1. This Agreement IS NOT contingent upon the appraised value either equaling or exceeding the agreed upon 50 Purchase Price.

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51 ❑ 2. This Agreement IS CONTINGENT upon the appraised value either equaling or exceeding the agreed

52 upon Purchase Price. If appraised value is equal to or exceeds Purchase Price, this contingency is satisfied.

53 If the appraised value of the Property does not equal or exceed the Purchase Price, Buyer may terminate

54 this Agreement by providing written notice to the Seller and providing written proof of the same (for

55 example, this written proof could include, but is not limited to, a copy of appraisal or a signed letter from

56 Lender) via the Notification form or equivalent written notice. Upon termination, Buyer is entitled to

57 refund of the Earnest Money.

58 B. Closing Costs and Discount Points.

59 1. Seller Expenses. Seller shall pay all existing loans and/or liens affecting the Property, including all penalties,

60 release preparation costs, and applicable recording costs; any accrued and/or outstanding association dues or

61 fees; fee (if any) to obtain lien payoff/estoppel letters from any and all associations, mortgage holders or other

62 liens affecting the Property; Seller's closing fee, document preparation fee and/or attorney's fees; fee for

63 preparation of deed; and notary fee on deed. Seller additionally agrees to permit any withholdings and/or to pay

64 any additional sum due as is required under the Foreign Investment in Real Property Tax Act. Failure to do so

65 will constitute a default by Seller.

66 In the event Seller is subject to Tax Withholding as required by the Foreign Investment in Real Property

67 Tax Act, (hereinafter "FIRPTA"), Seller additionally agrees that such Tax Withholding must be collected

68 from Seller by Buyer's Closing Agent at the time of Closing. In the event Seller is not subject to FIRPTA,

69 Seller shall be required as a condition of Closing to sign appropriate affidavits certifying that Seller is not

70 subject to FIRPTA. It is Seller's responsibility to seek independent tax advice or counsel prior to the Closing

71 Date regarding such tax matters.

72 2. Buyer Expenses. Buyer shall pay all transfer taxes and recording fees on deed of conveyance and deed of trust;

73 Buyer's closing fee, document preparation fee and/or attorney's fees; preparation of note, deed of trust, and

74 other loan documents; mortgage loan inspection or boundary line survey; credit report; required premiums for

75 private mortgage, hazard and flood insurance; required reserved deposits for insurance premiums and taxes;

76 prepaid interest; re-inspection fees pursuant to appraisal; insured Closing Protection Letter; association fees as

77 stated within paragraph 4.E.; and any costs incident to obtaining and closing a loan, including but not limited to:

78 appraisal, origination, discount points, application, commitment, underwriting, document review, courier,

79 assignment, photo, tax service and notary fees.

80 3. Title Expenses. Cost of title search or abstract, mortgagee's policy and owner's policy shall be paid as follows: 81

82 Buyer to receive benefit of simultaneous issue.

83 Not all of the above items are applicable to every transaction and may be modified as follows: 84 85

86 Closing Agency for Buyer:

87 Closing Agency for Seller:

88 Title Company:

89 or other Closing Agency as mutually agreed by Seller and Buyer.

90 C. Financial Contingency — Loan(s) To Be Obtained. This Agreement is conditioned upon Buyer's ability to obtain

91 a loan(s) in the principal amount up to % of the Purchase Price listed above to be secured by a deed of

92 trust on the Property. "Ability to obtain" as used herein means that Buyer is qualified to receive the loan described

93 herein based upon Lender's customary and standard underwriting criteria. In the event Buyer, having acted in good

94 faith and in accordance with the terms below, is unable to obtain financing, Buyer may terminate this Agreement by

95 providing written notice and a copy of Lender's loan denial letter via the Notification form or equivalent written

96 notice. Upon termination, Buyer is entitled to a refund of the Earnest Money. Lender is defined herein as the

97 financial institution funding the loan.

98 The loan shall be of the type selected below (Select the appropriate boxes. Unselected items will not be part of

99 this Agreement):

100 ❑ Conventional Loan ❑ FHA Loan; attach addendum

101 ❑ VA Loan; attach addendum ❑ Other

102 Buyer may apply for a loan with different terms and conditions and also Close the transaction provided all other 103 terms and conditions of this Agreement are fulfilled, and the new loan does not increase any costs charged to Seller. 104 Buyer shall be obligated to Close this transaction if Buyer has the ability to obtain a loan with terms as described 105 herein and/or any other loan for which Buyer has applied and been approved.

106 Loan Obligations: The Buyer agrees and/or certifies as follows:

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107 (1) Within five (5) days after the Binding Agreement Date, Buyer shall make application for the loan. Buyer 108 shall immediately notify Seller or Seller's representative of having applied for the loan and provide 109 Lender's name and contact information, and that Buyer has instructed Lender to order credit report and 110 appraisal via the Notification form or equivalent written notice;

111 (2) Within fourteen (14) days after the Binding Agreement Date, Buyer shall warrant and represent to Seller 112 via the Notification form or equivalent written notice that

113 a. all required Lender deposits, including appraisal cost and credit report, have been paid as evidenced by 114 supporting documentation (e.g. cancelled check, receipt from Lender, letter from loan originator, etc.); 115 and

116 b. Buyer has available funds to Close per estimates of Lender / loan originator.

117 (3) Buyer shall pursue qualification for and approval of the loan diligently and in good faith;

118 (4) Buyer shall continually and immediately provide requested documentation to Lender and/or loan 119 originator;

120

(5) Unless otherwise stated in this Agreement, Buyer represents that this loan is not contingent upon the lease 121

or sale of any other real property and the same shall not be used as the basis for loan denial; and

122 (6) Buyer shall not intentionally make any material changes in Buyer's financial condition which would 123 adversely affect Buyer's ability to obtain the Primary Loan or any other loan referenced herein.

124 Should Buyer fail to timely comply with 2.C.(1) and/or 2.C.(2) above and provide notice as required, Seller may 125 make written demand for compliance via the Notification form or equivalent written notice. If Buyer does not 126 furnish Seller the requested documentation within two (2) days after such demand for compliance, Buyer shall be 127 considered in default and Seller's obligation to sell is terminated.

128 THIS BOX MUST BE CHECKED IN ORDER FOR IT TO BE A PART OF THIS AGREEMENT. 129 ❑ Financing Contingency Waived (e.g. "All Cash", etc.): Buyer's obligation to close shall not be subject to any 130 financial contingency. Buyer reserves the right to obtain a loan. Buyer will furnish proof of available funds to close 131 in the following manner: (e.g. bank statement, Lender's commitment 132 letter) within five (5) days after Binding Agreement Date. Failure to Close due to lack of funds shall be considered 133 default by Buyer.

134 3. Earnest Money. Buyer has paid or will pay within days after the Binding Agreement Date to 135 (name of Holder) ("Holder") 136 located at (address of Holder), an 137 Earnest Money deposit of $ by check (OR ) 138 ("Earnest Money").

139 A. Failure to Receive Earnest Money. In the event Earnest Money is not timely received by Holder or Earnest 140 Money check or other instrument is not honored for any reason by the bank upon which it is drawn Holder shall 141 promptly notify Buyer and Seller of the Buyer's failure to deposit the agreed upon Earnest Money. Buyer shall then 142 have one (1) day to deliver Earnest Money in immediately available funds to Holder. In the event Buyer does not 143 deliver such funds, Seller shall have the right to terminate this Agreement by delivering to Buyer or Buyer's 144 representative written notice via the Notification form or equivalent written notice. In the event Buyer delivers the 145 Earnest Money in immediately available funds to Holder before Seller elects to terminate, Seller shall be deemed to 146 have waived his right to terminate, and the Agreement shall remain in full force and effect.

147 B. Handling of Earnest Money upon Receipt by Holder. Earnest Money is to be deposited promptly after the 148 Binding Agreement Date or the agreed upon delivery date in this Earnest Money paragraph or as specified in the 149 Special Stipulations paragraph contained at paragraph 18 herein. Holder shall disburse Earnest Money only as 150 follows:

151 (a) at Closing to be applied as a credit toward Buyer's Purchase Price;

152 (b) upon a written agreement signed by all parties having an interest in the funds;

153 (c) upon order of a court or arbitrator having jurisdiction over any dispute involving the Earnest Money;

154 (d) upon a reasonable interpretation of the Agreement; or

155 (e) upon the filing of an interpleader action with payment to be made to the clerk of the court having 156 jurisdiction over the matter.

157 Holder shall be reimbursed for, and may deduct from any funds interpleaded, its costs and expenses, including 158 reasonable attorney's fees. The prevailing party in the interpleader action shall be entitled to collect from the other 159 party the costs and expenses reimbursed to Holder. No party shall seek damages from Holder (nor shall Holder be 160 liable for the same) for any matter arising out of or related to the performance of Holder's duties under this Earnest

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161 Money paragraph. Earnest Money shall not be disbursed prior to fourteen (14) days after deposit unless written 162 evidence of clearance by bank is provided.

163 4. Closing, Prorations, Special Assessments and Warranties Transfer. 164 A. Closing Date. This transaction shall be closed ("Closed") (evidenced by delivery of warranty deed and payment of 165 Purchase Price, the "Closing"), and this Agreement shall expire, at 11:59 p.m. local time on the day of 166 ("Closing Date"), or on such earlier date as may be agreed to by the 167 parties in writing. Such expiration does not extinguish a party's right to pursue remedies in the event of default. 168 Any extension of this date must be agreed to by the parties in writing via the Closing Date/Possession Date 169 Amendment or equivalent written agreement.

170 1. Possession. Possession of the Property is to be given (Select the appropriate boxes below. Unselected items 171 will not be part of this Agreement):

172 ❑ with delivery of warranty deed and payment of Purchase Price; 173 OR 174 ❑ on at o'clock ❑ am/ ❑ pm, local time;

175 ❑ Occupancy Agreement Attached.

176 B. Prorations. Real estate taxes, rents, dues, maintenance fees, and association fees on said Property for the calendar 177 year in which the sale is Closed shall be prorated as of the Closing Date. In the event of a change or reassessment of 178 taxes for the calendar year after Closing, the parties agree to pay their recalculated share. Real estate taxes, rents, 179 dues, maintenance fees, and association fees for prior years and roll back taxes, if any, will be paid by Seller.

180 C. Special Assessments. Special assessments approved or levied prior to the Closing Date shall be paid by the Seller 181 at or prior to Closing unless otherwise agreed as follows: 182

183 D. Warranties Transfer. Seller, at the option of Buyer and at Buyer's cost, agrees to transfer Seller's interest in any 184 manufacturer's warranties, service contracts, termite bond or treatment guarantee and/or similar warranties which by 185 their terms may be transferable to Buyer.

186 E. Association Fees. Buyer shall be responsible for all homeowner or condominium association transfer fees, related 187 administration fees, capital expenditures/contributions incurred due to the transfer of Property and/or like expenses 188 which are required by the association, property management company and/or the bylaws, declarations or covenants 189 for the Property (unless otherwise specifically addressed herein and/or unless specifically chargeable to Seller under 190 applicable bylaws, declarations, and/or neighborhood covenants).

191 5. Title and Conveyance. 192 A. Seller warrants that at the time of Closing, Seller will convey or cause to be conveyed to Buyer or Buyer's assign(s) 193 good and marketable title to said Property by general warranty deed, subject only to: 194 (1) zoning;

195 (2) setback requirements and general utility, sewer, and drainage easements of record on the Binding 196 Agreement Date upon which the improvements do not encroach;

197 (3) subdivision and/or condominium declarations, covenants, restrictions, and easements of record on the 198 Binding Agreement Date; and

199 (4) leases and other encumbrances specified in this Agreement.

200 If title examination, closing or loan survey pursuant to Tenn. Code Ann. § 62-18-126, boundary line survey, or other 201 information discloses material defects, Buyer may, at Buyer's discretion: 202 (1) accept the Property with the defects OR

203 (2) require Seller to remedy such defects prior to the Closing Date. Buyer shall provide Seller with written 204 notice of such defects via the Notification form or equivalent written notice. If defects are not remedied 205 prior to Closing Date, Buyer and Seller may elect to extend the Closing Date by mutual written agreement 206 evidenced by the Closing Date/Possession Amendment form or other written equivalent. If defects are not 207 remedied by the Closing Date or any mutually agreed upon extension thereof, this Agreement shall 208 terminate, and Buyer shall be entitled to refund of Earnest Money.

209 Good and marketable title as used herein shall mean title which a title insurance company licensed to do business in 210 Tennessee will insure at its regular rates, subject only to standard exceptions. The title search or abstract used for 211 the purpose of evidencing good and marketable title must be acceptable to the title insurance agent and the issuing 212 title insurance company. Seller agrees to execute such appropriate affidavits and instruments as may be required by 213 the issuing title insurance company.

214 B. Deed. Deed is to be made in the name of 215 The manner in which Buyer takes title determines ownership and survivorship rights. It is the Buyer's responsibility 216 to consult the closing agency or attorney prior to Closing.

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217 6. Seller's Property Disclosure. Pursuant to the requirements of the Tennessee Residential Property Condition Disclosure 218 Act at Tenn. Code Ann. § 66-5-201, et seq. as amended, a Property Condition Disclosure Statement, Exemption, or if 219 Buyer waives Disclosure, a Disclaimer, has been or will be provided prior to the Binding Agreement Date. 220 7. Lead-Based Paint Disclosure (Select the appropriate box below. Items not selected are not part of this 221 Agreement). 222 ❑ does not apply. ❑ does apply (Property built prior to 1978 — see attached Lead-Based Paint Disclosure). 223 8. Inspections. 224 A. Buyer's Right to Make Inspection(s). All inspections/reports, including but not limited to the home inspection 225 report, those required/recommended in the home inspection report, Wood Destroying Insect Infestation 226 Inspection Report, septic inspection and well water test, are to be made at Buyer's expense, unless otherwise 227 stipulated in this Agreement. The parties hereto agree that in the event Buyer shall elect to contract with a third 228 party inspector to obtain a "Home Inspection" as defined by Tennessee law, said inspection shall be conducted by a 229 licensed Home Inspector. However, nothing in this paragraph shall preclude Buyer from conducting any inspections 230 on his/her own behalf, nor shall it preclude Buyer from retaining a qualified (and if required by law, licensed) 231 professional to conduct inspections of particular systems or issues within such professional's expertise or licensure, 232 including but not limited to inspection of the heating/cooling systems, electrical systems, foundation, etc., so long as 233 said professional is not in violation of Tenn. Code Ann. § 62-6-301, et seq. as may be amended. Seller shall cause 234 all utility services and any pool, spa, and similar items to be operational so that Buyer may complete all 235 inspections and tests under this Agreement. Buyer agrees to indemnify Seller from the acts of himself, his 236 inspectors and/or representatives in exercising his rights under this Purchase and Sale Agreement. Buyer's 237 obligations to indemnify Seller shall also survive the termination of this Agreement by either party, which shall 238 remain enforceable. Buyer waives any objections to matters of purely cosmetic nature (e.g. decorative, color or 239 finish items) disclosed by inspection. Buyer has no right to require repairs or alterations purely to meet 240 current building codes, unless required to do so by governmental authorities. In the event Buyer fails to timely 241 make such inspections and respond within said timeframe as described herein, the Buyer shall have forfeited any 242 rights provided under this Paragraph 8, and in such case shall accept the Property in its current condition, 243 normal wear and tear excepted 244 B. Initial Inspections. Buyer and/or his inspectors/representatives shall have the right and responsibility to enter e 245 Property during normal business hours, for the purpose of making inspections and/or tests of the Property. yer 246 and/or his inspectors/representatives shall have the right to perform a visual analysis of the condition of the 247 Property, any reasonably accessible installed components, the operation of the Property's systems, includ ng any 248 controls normally operated by Seller including the following components: heating systems, cooling sy 249 electrical systems, plumbing systems, structural components, foundations, roof coverings, exterior and interior 250 components, any other site aspects that affect the Property, and environmental issues. 251 C. Wood Destroying Insect Infestation Inspection Report. If desired by Buyer or required by Buyer's Lender, it 252 shall be Buyer's responsibility to obtain at Buyer's expense a Wood Destroying Insect Infestation Inspection Report 253 (the "Report"), which shall be made by a Tennessee licensed and chartered pest control operator. 254 The foregoing expense may be subject to governmental guidelines relating to VA Loans (See VA/FHA Loan 255 Addendum if applicable). 256 The inspection shall include each dwelling, garage, and other permanent structure on the Property excluding 257 for evidence of active infestation and/or damage. 258 Buyer shall cause such Report to be delivered to Seller simultaneously with any repairs requested by the Buyer or 259 the end of the Inspection Period, whichever is earlier. If the Report indicates evidence of active infestation, Seller 260 agrees to treat infestation at Seller's expense and provide documentation of the treatment to Buyer prior to Closing. 261 Requests for repair of damage, if any, should be addressed in the Buyer's request for repairs pursuant to 262 Subparagraph 8.D., Buyer's Inspection and Resolution below. 263 D. Buyer's Inspection and Resolution. Within days after the Binding Agreement Date ("Inspection 264 Period"), Buyer shall cause to be conducted any inspection provided for herein, including but not limited to the 265 Wood Destroying Insect Infestation Inspection Report AND shall provide written notice of such to Seller as 266 described below. In said notice Buyer shall either: 267 (1) furnish Seller with a list of written specified objections and immediately terminate this Agreement via the 268 Notification form or equivalent written notice, provided Buyer has conducted a Home Inspection or other 269 inspection(s) as allowed herein, and in good faith discovers matters objectionable to Buyer within the scope 270 of such inspection(s). As additional consideration for Buyer's right to terminate, Buyer shall deliver to 271 Seller or Seller's representative, upon Seller's request, a copy of all inspection reports. All Earnest Money 272 shall be returned to Buyer upon termination. 273 OR

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274 (2) accept the Property in its present "AS IS" condition with any and all faults and no warranties expressed or 275 implied via the Notification form or equivalent written notice. Seller has no obligation to make repairs. 276 OR 277 (3) furnish Seller a written list of items which Buyer requires to be repaired and/or replaced with like quality or 278 value in a professional and workmanlike manner. Seller shall have the right to request any supporting 279 documentation that substantiates any item listed.

280 a. Resolution Period. Seller and Buyer shall then have a period of days following receipt of 281 the above stated written list ("Resolution Period") to reach a mutual agreement as to the items to 282 be repaired or replaced with like quality or value by Seller, which shall be evidenced by the 283 Repair / Replacement Amendment or written equivalent(s). The parties agree to negotiate 284 repairs in good faith during the Resolution Period. In the event Seller and Buyer do not reach a 285 mutual written resolution during such Resolution Period or a mutually agreeable written extension 286 thereof as evidenced in an Amendment to this Agreement signed by both parties within said period 287 of time, this Agreement is hereby terminated. If terminated, Buyer is entitled to a refund of the 288 Earnest Money.

289 ❑ E. Waiver of All Inspections. THIS BOX MUST BE CHECKED TO BE PART OF THIS AGREEMENT. 290 Buyer, having been advised of the benefits of inspections, waives any and all Inspection Rights under this 291 Paragraph 8 (including but not limited to the Wood Destroying Insect Infestation Inspection Report). 292 9. Final Inspection. Buyer and/or his inspectors/representatives shall have the right to conduct a final inspection of 293 Property no later than days prior to the Closing Date only to confirm Property is in the same or better condition 294 as it was on the Binding Agreement Date, normal wear and tear excepted, and to determine that all repairs/replacements 295 agreed to during the Resolution Period, if any, have been completed. Property shall remain in such condition until 296 Closing at Seller's expense. Closing of this sale constitutes acceptance of Property in its condition as of the time of 297 Closing, unless otherwise noted in writing.

298 10. Disclaimer. It is understood and agreed that the real estate firms and real estate licensee(s) representing or assisting 299 Seller and/or Buyer and their brokers (collectively referred to as "Brokers") are not parties to this Agreement and do not 300 have or assume liability for the performance or nonperformance of Seller or Buyer. Buyer and Seller agree that Brokers 301 shall not be responsible for any of the following, including but not limited to those matters which could have been 302 revealed through a survey, flood certification, title search or inspection of the Property; for the condition of the Property, 303 any portion thereof, or any item therein; for any geological issues present on the Property; for any issues arising out of 304 the failure to physically inspect Property prior to entering into this Agreement and/or Closing; for the necessity or cost of 305 any repairs to the Property; for hazardous or toxic materials; for the tax or legal consequences of this transaction; for the 306 availability, capability, and/or cost of utility, sewer, septic, or community amenities; for any proposed or pending 307 condemnation actions involving Property; for applicable boundaries of school districts or other school information; for 308 the appraised or future value of the Property; for square footage or acreage of the Property; for any condition(s) existing 309 off the Property which may affect the Property; for the terms, conditions, and availability of financing; and/or for the 310 uses and zoning of the Property whether permitted or proposed. Buyer and Seller acknowledge that Brokers are not 311 experts with respect to the above matters and that they have not relied upon any advice, representations or statements of 312 Brokers (including their firms and affiliated licensees) and waive and shall not assert any claims against Brokers 313 (including their firms and affiliated licensees) involving same. Buyer and Seller understand that it has been strongly 314 recommended that if any of these or any other matters concerning the Property are of concern to them, that they secure 315 the services of appropriately credentialed experts and professionals of Buyer's or Seller's choice for the independent 316 expert advice and counsel relative thereto.

317 11. Brokerage. As specified by separate agreement, Seller agrees to pay Listing Broker at Closing the agreed upon 318 compensation. The Listing Broker will direct the closing agency to pay the Selling Broker, from the compensation 319 received, an amount in accordance with the terms and provisions specified by separate agreement. The parties agree and 320 acknowledge that the Brokers involved in this transaction may receive compensation from more than one party. All 321 parties to this Agreement agree and acknowledge that any real estate firm involved in this transaction shall be deemed a 322 third party beneficiary only for the purposes of enforcing their commission rights, and as such, shall have the right to 323 maintain an action on this Agreement for any and all compensations due and any reasonable attorney's fees and court 324 costs.

325 12. Default. Should Buyer default hereunder, the Earnest Money shall be forfeited as damages to Seller and shall be applied 326 as a credit against Seller's damages. Seller may elect to sue, in contract or tort, for additional damages or specific 327 performance of the Agreement, or both. Should Seller default, Buyer's Earnest Money shall be refunded to Buyer. In 328 addition, Buyer may elect to sue, in contract or tort, for damages or specific performance of this Agreement, or both. In 329 the event that any party hereto shall file suit for breach or enforcement of this Agreement (including suits filed after 330 Closing which are based on or related to the Agreement), the prevailing party shall be entitled to recover all costs of such 331 enforcement, including reasonable attorney's fees.

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332 13. Home Protection Plan. This is not a substitution for Home Inspection. Exclusions to coverage may apply. (Select the 333 appropriate box below. Items not selected are not part of this Agreement). 334 ❑ Home Protection Plan. to pay $ for the purchase of a limited home 335 protection plan to be funded at Closing. Plan Provider: 336 Ordered by: (Real Estate Company) 337 ❑ Home Protection Plan waived. 338 14. Other Provisions. 339 A. Binding Effect, Entire Agreement, Modification, Assignment, and Binding Agreement Date. This Agreement 340 shall be for the benefit of, and be binding upon, the parties hereto, their heirs, successors, legal representatives and 341 assigns. This Agreement constitutes the sole and entire agreement between the parties hereto and no modification of 342 this Agreement shall be binding unless signed by all parties or assigns to this Agreement. No representation, 343 promise, or inducement not included in this Agreement shall be binding upon any party hereto. It is hereby agreed 344 by both Buyer and Seller that any real estate agent working with or representing either party shall not have the 345 authority to bind the Buyer, Seller or any assignee to any contractual agreement unless specifically authorized in 346 writing within this Agreement. Any assignee shall fulfill all the terms and conditions of this Agreement. The 347 parties hereby authorize either licensee to insert the time and date of receipt of the notice of acceptance of the final 348 offer and further agree to be bound by such as the Binding Agreement Date following the signatory section of this 349 Agreement, or Counter Offer, if applicable. 350 B. Survival Clause. Any provision contained herein, which by its nature and effect is required to be performed after 351 Closing shall survive the Closing and delivery of the deed, and shall remain binding upon the parties to this 352 Agreement and shall be fully enforceable thereafter. 353 C. Governing Law and Venue. This Agreement is intended as a contract for the purchase and sale of real property 354 and shall be governed by and interpreted in accordance with the laws and in the courts of the State of Tennessee. 355 D. Time of Essence. Time is of the essence in this Agreement. 356 E. Terminology. As the context may require in this Agreement: (1) the singular shall mean the plural and vice versa; 357 (2) all pronouns shall mean and include the person, entity, firm or corporation to which they relate; (3) the masculine 358 shall mean the feminine and vice versa; and (4) the term day(s) used throughout this Agreement shall be deemed to 359 be calendar day(s) ending at 11:59 p.m. local time unless otherwise specified in this Agreement. Local time shall be 360 determined by the location of Property. In the event a performance deadline, other than the Closing Date 361 (paragraph 4), Date of Possession (paragraph 4), Completion of Repair Deadline (Repair/Replacement Amendment), 362 and Offer Expiration Date (paragraph 20), occurs on a Saturday, Sunday or legal holiday, the performance deadline 363 shall extend to the next following business day. Holidays as used herein are those days deemed federal holidays 364 pursuant to 5 U.S.C. § 6103. In calculating any time period under this Agreement, the commencement shall be the 365 day following the initial date (e.g. Binding Agreement Date). 366 F. Responsibility to Cooperate. Buyer and Seller agree to timely take such actions and produce, execute, and/or 367 deliver such information and documentation as is reasonably necessary to carry out the responsibilities and 368 obligations of this Agreement. Except as to matters which are occasioned by clerical errors or omissions or 369 erroneous information, the approval of the closing documents by the parties shall constitute their approval of any 370 differences between this Agreement and the Closing. Buyer and Seller agree that if requested after Closing, they 371 will correct any documents and pay any amounts due where such corrections or payments are appropriate by reason 372 of mistake, clerical errors or omissions, or the result of erroneous information. 373 G. Notices. Except as otherwise provided herein, all notices and demands required or permitted hereunder shall be in 374 writing and delivered either (1) in person; (2) by a prepaid overnight delivery service; (3) by facsimile transmission 375 (FAX); (4) by the United States Postal Service, postage prepaid, registered or certified, return receipt requested; or 376 (5) Email. NOTICE shall be deemed to have been given as of the date and time it is actually received. Receipt of 377 notice by the real estate licensee or their Broker assisting a party as a client or customer shall be deemed to be notice 378 to that party for all purposes under this Agreement as may be amended, unless otherwise provided in writing. 379 H. Risk of Loss. The risk of hazard or casualty loss or damage to Property shall be borne by the Seller until transfer of 380 title. If casualty loss prior to Closing exceeds 10% of the Purchase Price, Seller or Buyer may elect to terminate this 381 Agreement with a refund of Earnest Money to Buyer.

382 I. Equal Housing. This Property is being sold without regard to race, color, sex, religion, handicap, familial status, or 383 national origin.

384 J. Severability. If any portion or provision of this Agreement is held or adjudicated to be invalid or unenforceable for 385 any reason, each such portion or provision shall be severed from the remaining portions or provisions of this 386 Agreement, and the remaining portions or provisions shall be unaffected and remain in full force and effect.

387 K. Contract Construction. This Agreement or any uncertainty or ambiguity herein shall not be construed against any 388 party but shall be construed as if all parties to this Agreement jointly prepared this Agreement.

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389 L. Other. In further consideration of Buyer's right to legally, properly and in good faith invoke a right to terminate 390 this Agreement pursuant to any specific Buyer contingency as stated herein, Buyer agrees, upon Seller's request, to 391 provide Seller or Seller's representative with copies of any supporting documentation which supports Buyer's right 392 to exercise said contingency, the sufficiency and adequacy of said additional consideration being acknowledged. 393 Any such supporting documents shall be provided for Seller's benefit only and Seller shall not disseminate the same 394 to third parties. However, Buyer shall not be required to provide any documents to Seller in violation of any 395 confidentiality agreement or copyright protection laws, if applicable.

396 15. Buyer's Additional Due Diligence. If any of the matters below are of concern to Buyer, Buyer should address the 397 concern by specific contingency in the Special Stipulations Paragraph of this Agreement. 398 A. Survey and Flood Certification. Survey Work and Flood Certifications are the best means of identifying boundary 399 lines and/or encroachments and easements or flood zone classifications. Buyer may obtain a Mortgage Inspection or 400 Boundary Line Survey and Flood Zone Certifications.

401 B. Water Supply. The system may or may not meet state and local requirements. It is the right and responsibility of 402 Buyer to determine the compliance of the system with state and local requirements. [For additional information on 403 this subject, request the "Water Supply and Waste Disposal Notification" form.]

404 C. Waste Disposal. The system may or may not meet state and local requirements. It is the right and responsibility of 405 Buyer to determine the compliance of the system with state and local requirements. In addition, Buyer may, for a 406 fee, obtain a septic system inspection letter from the Tennessee Department of Environment and Conservation, 407 Division of Ground Water Protection. [For additional information on this subject, request the "Water Supply and 408 Waste Disposal Notification" form.]

409 D. Title Exceptions. At Closing, the general warranty deed will be subject to subdivision and/or condominium 410 declarations, covenants, restrictions and easements of record, which may impose obligations and may limit the use 411 of the Property by Buyer.

412 16. Seller's Additional Obligations. If Seller has any knowledge of an exterior injection well and/or a percolation test or 413 soil absorption rate on the Property, Seller shall be obligated to counter this offer by disclosure of the existence of the 414 above including any tests and reports unless disclosure has already been received and acknowledged in writing by Buyer. 415 Seller shall also disclose in the same manner whether any single family residence located on the Property has been 416 moved from an existing foundation to another foundation where such information is known to the Seller. Seller shall 417 also be obligated to counter this offer to disclose if the Property is located in a Planned Unit Development (PUD) as 418 defined pursuant to Tenn. Code Ann. § 66-5-213 unless said disclosure has already been received in writing and 419 acknowledged by Buyer. If the Property is in a PUD, Seller agrees to make available copies of the development's 420 restrictive covenants, homeowner bylaws, and master deed to Buyer upon request.

421 17. Exhibits and Addenda. All exhibits and/or addenda attached hereto, listed below, or referenced herein are made a part 422 of this Agreement: 423 424 425 426 427 428

429 18. Special Stipulations. The following Special Stipulations, if conflicting with any preceding paragraph, shall control: 430 431 432 433 434 435 436 437 438 439 440 441 442 443 444 445 446

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at 463 464

at Offer Date Offer Date

o'clock ❑ am/ ❑ pm o'clock ❑ am/ ❑ pm

447 19. Method of Execution. The parties agree that signatures and initials transmitted by facsimile, other photocopy 448 transmittal, or by transmittal of digital signature as defined by the applicable State or Federal law will be acceptable and 449 may be treated as originals and that the final Purchase and Sale Agreement containing all signatures and initials may be 450 executed partially by original signature and partially on facsimile, other photocopy documents, or by digital signature as 451 defined by the applicable State or Federal law.

452 20. Time Limit of Offer. This Offer may be withdrawn at any time before acceptance with Notice. Offer terminates if not 453 countered or accepted by o'clock ❑ a.m./ ❑ p.m.; on the day of 454 LEGAL DOCUMENTS: This is an important legal document creating valuable rights and obligations. If you have 455 any questions about it, you should review it with your attorney. Neither the Broker nor any Agent or Facilitator is 456 authorized or qualified to give you any advice about the advisability or legal effect of its provisions.

457 NOTE: Any provisions of this Agreement which are preceded by a box "o" must be marked to be a part of this 458 Agreement. By affixing your signature below, you also acknowledge that you have reviewed each page and have 459 received a copy of this Agreement.

460

462

Buyer hereby makes this offer.

BUYER BUYER 461

465

466

467

468

469 470

471 472

Seller hereby:

❑ ACCEPTS — accepts this offer.

❑ COUNTERS — accepts this offer subject to the attached Counter Offer(s).

❑ REJECTS this offer and makes no counter offer.

SELLER

SELLER


473 Binding Agreement Date. This instrument shall become a "Binding Agreement" on the date ("Binding Agreement Date") 474 the last offeror, or licensee of the offeror, receives notice of offeree's acceptance.

475 Notice of acceptance of the final offer was received on the day of

at ❑ am/ ❑ pm

476 by (Name).

For Information Purposes Only:

Listing Company

Selling Company

Independent Licensee Independent Licensee

Licensee Email Licensee Email


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Seller/Buyer (Party making counter offer) DATE Seller/Buyer (Party making counter offer) DATE 33 34

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COUNTER OFFER # 1 This is a Counter Offer from ❑ Seller to Buyer OR ❑ Buyer to Seller 2 The undersigned agree to and accept the Purchase and Sale Agreement with an offer date of 3 purchase of real property commonly known as: 4 5 Address, City, State, Zip 6 With the following exceptions: 7 8 9

10 11 12 13 14 15 16 17 18 19 20 21 22

23 ALL OTHER TERMS AND CONDITIONS OF THE ORIGINAL ATTACHED PURCHASE AND SALE 24 AGREEMENT ARE ACCEPTABLE TO THE UNDERSIGNED. ALL TERMS AND CONDITIONS PROPOSED 25 IN PREVIOUS COUNTER OFFERS, IF ANY, ARE NOT INCLUDED IN THIS COUNTER OFFER UNLESS 26 RESTATED HEREIN. 27 This Counter Offer form will not be a part of the Purchase and Sale Agreement and be binding until accepted and 28 signed by all parties. 29 Until notice of acceptance is delivered the subject Property is still on the market for sale, and this offer may be revoked at 30 any time with notice, and the Property may be sold to any other party.

31 Time Limit of Offer: This Offer may be withdrawn at any time before acceptance with notice. Offer terminates if not 32 accepted by o'clock ❑ am/ ❑ pm, local time, on the day of

35

The undersigned has received and 36

❑ ACCEPTED this offer 37

❑ REJECTED this offer 38

❑ COUNTERED this offer with Counter Offer #

39 o'clock ❑ am/ ❑ pm; this day of

40 41 42

Seller/Buyer (Responding Party)

Seller/Buyer (Responding Party)

43 Binding Agreement Date. This instrument shall become a "Binding Agreement" on the date ("Binding Agreement Date") 44 the last offeror, or licensee of offeror, receives notice of offeree's acceptance. Notice of acceptance of the final offer was 45 received on the day of , , at by 46 time name


for the

LOT/LAND PURCHASE AND SALE AGREEMENT

1 1. Purchase and Sale. For and in consideration of the mutual covenants herein and other good and valuable consideration, 2 the receipt and sufficiency of which is hereby acknowledged, the undersigned buyer 3 ("Buyer") agrees to buy and 4 the undersigned seller ("Seller") 5 agrees to sell all that tract or parcel of land, with such improvements as are located thereon, described as follows: 6 All that tract of land known as: 7 (Address) (City), Tennessee, (Zip), as 8 recorded in County Register of Deeds Office, 9 deed book(s), page(s), and/or instrument number and as further described as:

10

11 together with all fixtures, landscaping, improvements, and appurtenances, all being hereinafter collectively referred to as

12 the "Property."

13 ❑ This box must be checked to be part of this Agreement. The full and legal description of said Property is as described 14 in the attached "Legal Description Exhibit."

15 A. LEASED ITEMS. Leased items that remain with the Property (e.g. billboards, irrigation systems, fuel tank, etc.) 16 . Buyer shall assume any and all lease payments as of Closing. If leases are not

17 assumable, the balance shall be paid in full by Seller at or before Closing. 18 ❑ Buyer does not wish to assume a leased item. (THIS BOX MUST BE CHECKED IN ORDER

19 FOR IT TO BE A PART OF THIS AGREEMENT.)

20 Buyer does not wish to assume Seller's current lease of ; therefore,

21 Seller shall have said lease cancelled and leased items removed from Property prior to Closing.

22 B. FUEL. Fuel, if any, will be adjusted and charged to Buyer and credited to Seller at Closing at current market

23 prices.

24 2. Purchase Price, Method of Payment and Closing Expenses. Buyer warrants that, except as may be otherwise

25 provided herein, Buyer will at Closing have sufficient cash to complete the purchase of the Property under the terms of

26 this Lot/Land Purchase and Sale Agreement (hereinafter "Purchase and Sale Agreement" or "Agreement"). The

27 purchase price to be paid is: $

28 U.S. Dollars,

29 ("Purchase Price") which shall be disbursed at Buyer's expense and paid to Seller or Seller's Closing Agency in the form

30 of one of the following:

31 i. a Federal Reserve Bank wire transfer;

32 ii. a Cashier's Check issued by a financial institution as defined in 12 CFR § 229.2(i);

33 iii. a check issued by the State of Tennessee or a political subdivision thereof;

34 iv. a check issued by an instrumentality of the United States organized and existing under the Farm Credit Act

35 of 1971; OR

36 v. in other such form as is approved in writing by Seller.

37 This price is based (Select one. The sections not checked are not a part of this Agreement.):

38 ❑ for entire Property as a tract, and not by the acre OR

39 ❑ per acre with the Purchase Price to be determined by the actual amount of acreage of the Property, $

40 per acre based on a current or mutually acceptable survey OR

41 ❑ for entire Property as a tract but with the Purchase Price to be adjusted upward or downward at $ per

42 acre in the event the actual amount of acreage of the Property based on a current or mutually acceptable survey

43 should vary more or less than acre(s) from the estimated acreage.

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44 A. Appraisal (Select either 1 or 2 below. The sections not checked are not a part of this Agreement). 45 ❑ 1. This Agreement IS NOT contingent upon the appraised value either equaling or exceeding the 46 agreed upon Purchase Price.

47 ❑ 2. This Agreement IS CONTINGENT upon the appraised value either equaling or exceeding the agreed 48 upon Purchase Price. If appraised value is equal to or exceeds the Purchase Price, this contingency is 49 satisfied. If the appraised value of the Property does not equal or exceed the Purchase Price, the Buyer may 50 terminate this Agreement by providing written notice to the Seller and providing written proof of the same 51 (for example, this written proof could include, but is not limited to, a copy of appraisal or a signed letter 52 from Lender) via the Notification form or equivalent written notice. Upon termination, Buyer is entitled to 53 a refund of the Earnest Money.

54 B. Closing Costs and Discount Points. 55 1. Seller Expenses. Seller shall pay all existing loans affecting the Property, including all penalties, release 56 preparation costs, and applicable recording costs; any accrued and/or outstanding association dues or fees; fee 57 (if any) to obtain lien payoff/estoppel letters from any and all associations, mortgage holders or other liens 58 affecting the Property; Seller's Closing fee, document preparation fee and/or attorney's fees; fee for preparation 59 of deed; and notary fee on deed. Seller additionally agrees to permit any withholdings and/or to pay any 60 additional sum due as is required under the Foreign Investment in Real Property Tax Act. Failure to do so will 61 constitute a default by Seller.

62 In the event Seller is subject to Tax Withholding as required by the Foreign Investment in Real Property 63 Tax Act, (hereinafter "FIRPTA"), Seller additionally agrees that such Tax Withholding must be collected 64 from Seller by Buyer's Closing Agent at the time of Closing. In the event Seller is not subject to FIRPTA, 65 Seller shall be required as a condition of Closing to sign appropriate affidavits certifying that Seller is not 66 subject to FIRPTA. It is Seller's responsibility to seek independent tax advice or counsel prior to the Closing 67 Date regarding such tax matters.

68 2. Buyer Expenses. Buyer shall pay all transfer taxes and recording fees on deed of conveyance and deed of trust; 69 Buyer's Closing fee, document preparation fee and/or attorney's fees; preparation of note, deed of trust, and 70 other loan documents; mortgage loan inspection or boundary line survey; credit report; required premiums for 71 private mortgage, hazard and flood insurance; required reserved deposits for insurance premiums and taxes; 72 prepaid interest; re-inspection fees pursuant to appraisal; and any costs incident to obtaining and closing a loan, 73 including but not limited to: appraisal, origination, discount points, application, commitment, underwriting, 74 document review, courier, assignment, photo, tax service and notary fees.

3. Title Expenses. Cost of title search or abstract, mortgagee's policy and owner's policy shall be paid as follows:

Buyer to receive benefit of simultaneous issue.

Not all of the above items are applicable to every transaction and may be modified as follows:

81 Closing Agency for Buyer:

82 Closing Agency for Seller:

83 Title Company: 84 or other Closing Agency as mutually agreed by Seller and Buyer.

85 C. Financial Contingency — Loan(s) To Be Obtained: This Agreement is conditioned upon Buyer's ability to obtain 86 a loan(s) in the principal amount up to % of the Purchase Price listed above to be secured by a deed of 87 trust on the Property. "Ability to obtain" as used herein means that Buyer is qualified to receive the loan described 88 herein based upon Lender's customary and standard underwriting criteria. In the event Buyer, having acted in good 89 faith and in accordance with the terms below, is unable to obtain financing, Buyer may terminate this Agreement by 90 providing written notice and a copy of Lender's loan denial letter via the Notification form or equivalent written 91 notice. Upon termination, Buyer is entitled to a refund of the Earnest Money. Lender is defined herein as the 92 financial institution funding the loan.

75 76 77

78 79 80

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93 The loan shall be of the type selected below (Select the appropriate boxes. Unselected items will not be part of 94 this Agreement):

95 ❑ Conventional Loan

96 ❑ VA Loan; attach addendum

❑ FHA Loan; attach addendum

❑ Other

97 Buyer may apply for a loan with different terms and conditions and also Close the transaction provided all other

98 terms and conditions of this Agreement are fulfilled and the new loan does not increase any costs charged to Seller.

99 Buyer shall be obligated to Close this transaction if Buyer has the ability to obtain a loan with terms as described

100 herein and/or any other loan for which Buyer has applied and been approved.

101 Loan Obligations: The Buyer agrees and/or certifies as follows:

102

(1) Within five (5) days after the Binding Agreement Date, Buyer shall make application for the loan and

103

instruct Lender to order credit report and appraisal. Buyer shall immediately notify Seller or Seller's

104

representative of having applied for the loan and provide Lender's name and contact information, and that

105

Buyer has instructed Lender to order credit report and appraisal via the Notification form or equivalent

106

written notice;

107 (2) Within fourteen (14) days after the Binding Agreement Date, Buyer shall warrant and represent to Seller

108 via the Notification form or equivalent written notice that:

109 a. all required Lender deposits, including appraisal cost and credit report, have been paid as evidenced by

110 supporting documentation (e.g., cancelled check, receipt from Lender, letter from loan originator, etc.);

111 and

112 b. Buyer has available funds to Close per estimates of Lender / loan originator.

113 (3) Buyer shall pursue qualification for and approval of the loan diligently and in good faith;

114 (4) Buyer shall continually and immediately provide requested documentation to Lender and/or loan

115 originator;

116 (5) Unless otherwise stated in this Agreement, Buyer represents that this loan is not contingent upon the lease

117 or sale of any other real property and the same shall not be used as the basis for loan denial; and

118 (6) Buyer shall not intentionally make any material changes in Buyer's financial condition which would

119 adversely affect Buyer's ability to obtain the Primary Loan or any other loan referenced herein.

120 Should Buyer fail to timely comply with 2.C.(1) and/or 2.C.(2) above and provide notice as required, Seller may

121 make written demand for compliance via the Notification form or equivalent written notice. If Buyer does not

122 furnish Seller the requested documentation within two (2) days after such demand for compliance, Buyer shall be

123 considered in default and Seller's obligation to sell is terminated.

124 THIS BOX MUST BE CHECKED IN ORDER FOR IT TO BE A PART OF THIS AGREEMENT.

125 ❑ Financing Contingency Waived (e.g. "All Cash", etc.):

126 Buyer's obligation to Close shall not be subject to any financial contingency. Buyer reserves the right to obtain a

127 loan. Buyer will furnish proof of available funds to close in the following manner:

128 (e.g. bank statement, Lender's commitment letter) within five (5) days after Binding Agreement Date. Failure to

129 Close due to lack of funds shall be considered default by Buyer.

130 3. Earnest Money. Buyer has paid or will pay within days after the Binding Agreement Date to

131 (name of Holder) ("Holder")

132 located at (address of Holder), an

133 Earnest Money deposit of $ by check (OR )

134 ("Earnest Money").

135 A. Failure to Receive Earnest Money. In the event Earnest Money is not timely received by Holder or Earnest

136 Money check or other instrument is not honored, for any reason for any reason by the bank upon which it is drawn,

137 Holder shall promptly notify Buyer and Seller of the Buyer's failure to deposit the agreed upon Earnest Money.

138 Buyer shall then have one (1) day to deliver Earnest Money in immediately available funds to Holder. In the event

139 Buyer does not deliver such funds, Seller shall have the right to terminate this Agreement by delivering to Buyer or

140 Buyer's representative written notice via the Notification form or equivalent written notice. In the event Buyer

141 delivers the Earnest Money in immediately available funds to Holder before Seller elects to terminate, Seller shall be

142 deemed to have waived his right to terminate, and the Agreement shall remain in full force and effect.

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143 B. Handling of Earnest Money upon Receipt by Holder. Earnest Money is to be deposited promptly after the 144 Binding Agreement Date or the agreed upon delivery date in this Earnest Money paragraph or as specified in the 145 Special Stipulations paragraph contained at paragraph 15 herein. Holder shall disburse Earnest Money only as 146 follows:

147 (a) at Closing to be applied as a credit toward Buyer's Purchase Price;

148 (b) upon a written agreement signed by all parties having an interest in the funds;

149 (c) upon order of a court or arbitrator having jurisdiction over any dispute involving the Earnest Money;

150 (d) upon a reasonable interpretation of the Agreement; or

151 (e) upon the filing of an interpleader action with payment to be made to the clerk of the court having 152 jurisdiction over the matter.

153 Holder shall be reimbursed for, and may deduct from any funds interpleaded, its costs and expenses, including 154 reasonable attorney's fees. The prevailing party in the interpleader action shall be entitled to collect from the other party 155 the costs and expenses reimbursed to Holder. No party shall seek damages from Holder (nor shall Holder be liable for 156 the same) for any matter arising out of or related to the performance of Holder's duties under this Earnest Money 157 paragraph. Earnest Money shall not be disbursed prior to fourteen (14) days after deposit unless written evidence of 158 clearance by bank is provided.

159 4. Closing, Prorations, Special Assessments and Association Fees. 160 A. Closing Date. This transaction shall be closed ("Closed") (evidenced by delivery of warranty deed and payment of 161 Purchase Price, the "Closing"), and this Agreement shall expire at 11:59 p.m. local time on the day of 162 ("Closing Date"), or on such earlier date as may be agreed to by the 163 parties in writing. Such expiration does not extinguish a party's right to pursue remedies in the event of default. 164 Any extension of this date must be agreed to by the parties in writing via the Closing Date/Possession Date 165 Amendment or equivalent written agreement.

166 1. Possession. Possession of the Property is to be given (Select the appropriate boxes below. Unselected items 167 will not be part of this Agreement):

168 ❑ with delivery of warranty deed and payment of Purchase Price;

169

OR

170

❑ on at o'clock o am/ ❑ pm, local time;

171 ❑ Occupancy Agreement Attached;

172 B. Prorations. Real estate taxes, rents, dues, maintenance fees, and association fees on said Property for the calendar 173 year in which the sale is Closed shall be prorated as of the Closing Date. In the event of a change or reassessment of 174 taxes for the calendar year after Closing, the parties agree to pay their recalculated share. Real estate taxes, rents, 175 dues, maintenance fees, and association fees for prior years and roll back taxes, if any, will be paid by Seller.

176 C. Special Assessments. Special Assessments approved or levied prior to the Closing Date shall be paid by Seller at or 177 prior to Closing unless otherwise agreed as follows: 178

179 D. Association Fees. Buyer shall be responsible for all homeowner or condominium association transfer fees, related 180 administration fees, capital expenditures/contributions incurred due to the transfer of the Property and/or like 181 expenses which are required by the association, property management company and/or the bylaws, declarations or 182 covenants for the Property (unless otherwise specifically addressed herein and/or unless specifically chargeable to 183 Seller under applicable bylaws, declarations, and/or neighborhood covenants).

184 5. Title and Conveyance. 185 A. Seller warrants that at the time of Closing, Seller will convey or cause to be conveyed to Buyer or Buyer's assign(s) 186 good and marketable title to said Property by general warranty deed, subject only to

187 (1) Zoning;

188 (2) Setback requirements and general utility, sewer, and drainage easements of record on the Binding 189 Agreement Date upon which the improvements do not encroach;

190 (3) Subdivision and/or condominium declarations, covenants, restrictions, and easements of record on the 191 Binding Agreement Date; and

192 (4) Leases and other encumbrances specified in this Agreement.

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193 If title examination, closing or loan survey pursuant to Tenn. Code Ann. § 62-18-126, boundary line survey, or other 194 information discloses material defects, Buyer may, at Buyer's discretion:

195 (1) accept the Property with the defects OR

196 (2) require Seller to remedy such defects prior to the Closing Date. Buyer shall provide Seller with written 197 notice of such defects via the Notification form or equivalent written notice. If defects are not remedied 198 prior to the Closing Date, Buyer may elect to extend the Closing Date by mutual written agreement 199 evidenced by the Closing Date/Possession Amendment form or other written equivalent. If defects are not 200 remedied by the Closing Date or any mutually agreed upon extension thereof, this Agreement shall 201 terminate, and Buyer shall be entitled to a refund of Earnest Money.

202 Good and marketable title as used herein shall mean title which a title insurance company licensed to do business in 203 Tennessee will insure at its regular rates, subject only to standard exceptions. The title search or abstract used for 204 the purpose of evidencing good and marketable title must be acceptable to the title insurance agent and the issuing 205 title insurance company. Seller agrees to execute such appropriate affidavits and instruments as may be required by 206 the issuing title insurance company.

207 B. Deed. Deed to be made in the name of 208 The manner in which Buyer takes title determines ownership and survivorship rights. It is Buyer's responsibility to 209 consult the closing agency or attorney prior to Closing.

210 6. Inspections and other requirements made a part of this Agreement. 211 ALL INSPECTIONS ARE TO BE MADE AT BUYER'S EXPENSE. Buyer, its inspectors and/or representatives 212 shall have the right and responsibility to enter the Property during normal business hours for the purpose of making 213 inspections and/or tests. Buyer agrees to indemnify Seller for the acts of themselves, their inspectors and/or 214 representatives in exercising their rights under this paragraph. Buyer's obligations to indemnify Seller shall also survive 215 the termination of this Agreement by either party, which shall remain enforceable. Buyer shall make such inspections as 216 indicated in this paragraph and either accept the Property in its present condition by written notice to Seller or terminate 217 the Agreement as provided for in each section marked below. 218 [Select any or all of the following stipulations. Unselected items are not a part of this Agreement.'

219 ❑ A. Feasibility Study. Buyer shall have the right to review all aspects of the Property, including but not limited to, 220 all governmental, zoning, soil and utility service matters related thereto. If Buyer provides a copy of the review 221 reports along with written notification to Seller and/or Seller's Broker within days after Binding 222 Agreement Date that Buyer is not satisfied with the results of such review, then this Agreement shall automatically 223 terminate and Broker shall promptly refund the Earnest Money to Buyer. If Buyer fails to provide report and notice, 224 then this contingency shall be deemed to have been waived by Buyer. Seller acknowledges and agrees that Buyer 225 and/or his agents and employees may have free access during normal business hours to visit the Property for the 226 purpose of (1) inspection thereof and (2) conducting such soil and other tests thereon as are deemed reasonably 227 necessary by Buyer. Buyer hereby agrees to indemnify and hold Seller, Broker, and Broker's Affiliated Licensees 228 harmless from and against any and all loss, injury, cost, or expense associated with Buyer's inspection of and entry 229 upon Property.

230 ❑ B. Building Permit. This Agreement is contingent upon Buyer's ability to acquire all required licenses and 231 permits from the appropriate governmental authority to make specific improvements on the Property. If Buyer 232 provides a copy of the governmental report along with written notification to Seller and/or Seller's Broker within 233 days after the Binding Agreement Date that Buyer is unable to acquire all required licenses and permits 234 from the appropriate governmental authority to make specific improvements on the Property, then in such event this 235 Agreement shall automatically terminate and Holder shall promptly refund the Earnest Money to Buyer. If Buyer 236 fails to provide said report and notice, then this contingency shall be deemed to have been waived by Buyer.

237 ❑ C. Permit for Sanitary Septic Disposal System. This Agreement is contingent upon the Buyer's ability to obtain 238 a permit for a sanitary septic disposal system from the respective Tennessee Ground Water Protection Office for the 239 county in which the Property is located (generally, located at the local Health Department) to be placed on the 240 Property in a location consistent with Buyer's planned improvements. If Buyer is unable to meet this condition, 241 Buyer must notify Seller and/or Seller's Broker in writing within days after the Binding Agreement Date 242 along with documentation reflecting denial of permit from the appropriate governmental entity. With proper notice, 243 the Agreement is voidable by Buyer and Earnest Money refunded. If Buyer fails to provide said notice, this 244 contingency shall be deemed to have been waived by Buyer.

245 ❑ D. Rezoning. This Agreement is contingent upon the Property being rezoned to 246 by the appropriate governmental authorities on or before . (Buyer or Seller) 247 shall be responsible for pursuing such rezoning, and paying all associated cost. 248 All rezoning applications shall be submitted to Seller for Seller's approval prior to filing, which approval shall not

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249 be unreasonably withheld. All parties agree to cooperate, to sign the necessary documentation and to support the 250 rezoning application. If Buyer provides documentation and written notification to Seller and/or Seller's Broker 251 within 48 hours after the above date that the Property cannot be so zoned, then in such event this Agreement shall 252 automatically terminate, and Holder shall promptly refund the Earnest Money to Buyer. If Buyer fails to provide 253 said documentation and notice, then this contingency shall be deemed to have been waived by Buyer.

254 ❑ E. Well Test. This Agreement is contingent upon the well water serving the Property passing testing for 255 suitability for drinking as performed by a testing laboratory selected by Buyer, or required by Buyer's Lender, 256 prior to Closing. Buyer shall be responsible for ordering, supervising and paying for any such well water sample 257 test. This Agreement shall also be contingent upon said well providing an adequate quantity of water to serve 258 Buyer's intended purpose for the Property. If Buyer provides a copy of said test along with written notification to 259 Seller and/or Seller's Broker within days after the Binding Agreement Date that test results are 260 unacceptable, then in such event this Agreement shall automatically terminate, and Holder shall promptly refund the 261 Earnest Money to Buyer. If Buyer fails to provide said notice and report, then this contingency shall be deemed to 262 have been waived by Buyer.

263 ❑ F. Other Inspections. See Special Stipulations for additional inspections required by Buyer.

264 ❑ G. No Inspection Contingencies. Buyer accepts the Property in its present condition. All parties acknowledge 265 and agree that the Property is being sold "AS IS" with any and all faults.

266 7. Final Inspection. Buyer and/or his inspectors/representatives shall have the right to conduct a final inspection of 267 Property no later than days prior to Closing Date only to confirm Property is in the same or better condition as it was 268 on the Binding Agreement Date, normal wear and tear excepted, and to determine that all repairs/replacements have been 269 completed. Property shall remain in such condition until the Closing Date at Seller's expense. Closing of this sale 270 constitutes acceptance of Property in its condition as of the time of Closing, unless otherwise noted in writing.

271 8. Disclaimer. It is understood and agreed that the real estate firms and real estate licensee(s) representing or assisting 272 Seller and/or Buyer and their brokers (collectively referred to as "Brokers") are not parties to this Agreement and do not 273 have or assume liability for the performance or nonperformance of Seller or Buyer. Buyer and Seller agree that Brokers 274 shall not be responsible for any of the following, including but not limited to those matters which could have been 275 revealed through a survey, flood certification, title search or inspection of the Property; for the condition of the Property, 276 any portion thereof, or any item therein; for building products and construction techniques; for any geological issues 277 present on the Property; for any issues arising out of the failure to physically inspect the Property prior to entering into 278 this Agreement and/or Closing; for the necessity or cost of any repairs to the Property; for hazardous or toxic materials; 279 for the tax or legal consequences of this transaction; for the availability, capability, and/or cost of utility, sewer, septic, or 280 community amenities; for any proposed or pending condemnation actions involving the Property; for acreage or square 281 footage; for applicable boundaries of school districts or other school information; for the appraised or future value of the 282 Property; for any condition(s) existing off the Property which may affect the Property; for the terms, conditions, and 283 availability of financing; and for the uses and zoning of the Property whether permitted or proposed. Buyer and Seller 284 acknowledge that Brokers are not experts with respect to the above matters and that they have not relied upon any 285 advice, representations or statements of Brokers (including their firms and affiliated licensees) and waive and shall not 286 assert any claims against Brokers (including their firms and affiliated licensees) involving same. Buyer and Seller 287 understand that it has been strongly recommended that if any of these or any other matters concerning the Property are of 288 concern to them, that they secure the services of appropriately credentialed experts and professionals of Buyer's or 289 Seller's choice for the independent expert advice and counsel relative thereto.

290 9. Brokerage. As specified by separate agreement, Seller agrees to pay Listing Broker at Closing the agreed upon 291 compensation. The Listing Broker will direct the closing agency to pay the Selling Broker, from the compensation 292 received, an amount in accordance with the terms and provisions specified by separate agreement. The parties agree and 293 acknowledge that the Brokers involved in this transaction may receive compensation from more than one party. All 294 parties to this Agreement agree and acknowledge that any real estate firm involved in this transaction shall be deemed a 295 third party beneficiary only for the purposes of enforcing their commission rights, and as such shall have the right to 296 maintain an action on this Agreement for any and all compensations due and any reasonable attorney's fees and court 297 costs.

298 10. Default. Should Buyer default hereunder, the Earnest Money shall be forfeited as damages to Seller and shall be applied 299 as a credit against Seller's damages. Seller may elect to sue, in contract or tort, for additional damages or specific 300 performance of the Agreement, or both. Should Seller default, Buyer's Earnest Money shall be refunded to Buyer. In 301 addition, Buyer may elect to sue, in contract or tort, for damages or specific performance of this Agreement, or both. In 302 the event that any party hereto shall file suit for breach or enforcement of this Agreement (including suits filed after 303 Closing which are based on or related to the Agreement), the prevailing party shall be entitled to recover all costs of such 304 enforcement, including reasonable attorney's fees.

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305 11. Other Provisions. 306 A. Binding Effect, Entire Agreement, Modification, Assignment, and Binding Agreement Date. This Agreement 307 shall be for the benefit of, and be binding upon, the parties hereto, their heirs, successors, legal representatives and 308 assigns. This Agreement constitutes the sole and entire agreement between the parties hereto and no modification of 309 this Agreement shall be binding unless signed by all parties or assigns to this Agreement. No representation, 310 promise, or inducement not included in this Agreement shall be binding upon any party hereto. It is hereby agreed 311 by both Buyer and Seller that any real estate agent working with or representing either party shall not have the 312 authority to bind the Buyer, Seller, or any assignee to any contractual agreement unless specifically authorized in 313 writing within this Agreement. Any assignee shall fulfill all the terms and conditions of this Agreement. The 314 parties hereby authorize either licensee to insert the time and date of receipt of the notice of acceptance of the final 315 offer and further agree to be bound by such as the Binding Agreement Date following the signatory section of this 316 Agreement, or Counter Offer, if applicable.

317 B. Survival Clause. Any provision contained herein, which by its nature and effect is required to be performed after 318 Closing shall survive the Closing and delivery of the deed, and shall remain binding upon the parties to this 319 Agreement and shall be fully enforceable thereafter.

320 C. Governing Law and Venue. This Agreement is intended as a contract for the purchase and sale of real property 321 and shall be interpreted in accordance with the laws and in the courts of the State of Tennessee.

322 D. Time of Essence. Time is of the essence in this Agreement.

323 E. Terminology. As the context may require in this Agreement: (1) the singular shall mean the plural and vice versa; 324 (2) all pronouns shall mean and include the person, entity, firm or corporation to which they relate; (3) the masculine 325 shall mean the feminine and vice versa; and (4) the term day(s) used throughout this Agreement shall be deemed to 326 be calendar day(s) ending at 11:59 p.m. local time unless otherwise specified in this Agreement. Local time shall be 327 determined by the location of Property. In the event a performance deadline, other than the Closing Date 328 (paragraph 4), Date of Possession (paragraph 4), and Offer Expiration Date (paragraph 16), occurs on a Saturday, 329 Sunday or legal holiday, the performance deadline shall extend to the next following business day. Holidays as used 330 herein are those days deemed federal holidays pursuant to 5 U.S.C. § 6103. In calculating any time period under 331 this Agreement, the commencement day shall be the day following the initial date (e.g. Binding Agreement Date).

332 F. Responsibility to Cooperate. Buyer and Seller agree to timely take such actions and produce, execute, and/or 333 deliver such information and documentation as is reasonably necessary to carry out the responsibilities and 334 obligations of this Agreement. Except as to matters which are occasioned by clerical errors or omissions or 335 erroneous information, the approval of the closing documents by the parties shall constitute their approval of any 336 differences between this Agreement and the Closing. Buyer and Seller agree that if requested after Closing, they 337 will correct any documents and pay any amounts due where such corrections or payments are appropriate by reason 338 of mistake, clerical errors or omissions, or the result of erroneous information.

339 G. Notices. Except as otherwise provided herein, all notices and demands required or permitted hereunder shall be in 340 writing and delivered either (1) in person; (2) by a prepaid overnight delivery service; (3) by facsimile transmission 341 (FAX); (4) by the United States Postal Service, postage prepaid, registered or certified, return receipt requested; or 342 (5) Email. NOTICE shall be deemed to have been given as of the date and time it is actually received. Receipt of 343 notice by the real estate licensee or the Broker assisting a party as a client or customer shall be deemed to be notice 344 to that party for all purposes under this Agreement as may be amended, unless otherwise provided in writing.

345 H. Risk of Loss. The risk of hazard or casualty loss or damage to the Property shall be borne by Seller until transfer of 346 title. If casualty loss prior to Closing exceeds 10% of the Purchase Price, Seller or Buyer may elect to terminate this 347 Agreement with a refund of Earnest Money to Buyer.

348 I. Equal Housing. This Property is being sold without regard to race, color, sex, religion, handicap, familial status, or 349 national origin.

350 J. Severability. If any portion or provision of this Agreement is held or adjudicated to be invalid or unenforceable for 351 any reason, each such portion or provision shall be severed from the remaining portions or provisions of this 352 Agreement, and the remaining portions or provisions shall be unaffected and remain in full force and effect.

353 K. Property Delivery Condition. Seller shall deliver Property clean and free of debris at time of possession.

354 L. Contract Construction. This Agreement or any uncertainty or ambiguity herein shall not be construed against any 355 party but shall be construed as if all parties to this Agreement jointly prepared this Agreement.

356 M. Other. In further consideration of Buyer's right to legally, properly and in good faith invoke a right to terminate 357 this Agreement pursuant to any specific Buyer contingency as stated herein, Buyer agrees, upon Seller's request or 358 as provided for in this Agreement, to provide Seller or Seller's representative with copies of any supporting

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359 documentation which supports Buyer's right to exercise said contingency, the sufficiency and adequacy of said 360 consideration being acknowledged. Any such supporting documents shall be provided for Seller's benefit only and 361 Seller shall not disseminate the same to third parties. However, Buyer shall not be required to provide any 362 documents to Seller in violation of any confidentiality agreement or copyright protection laws, if applicable.

363 12. Buyer's Additional Due Diligence. If any of the matters below are of concern to Buyer, Buyer should address the 364 concern by specific contingency in the Special Stipulations paragraph of this Agreement.

365 A. Survey and Flood Certification. Survey Work and Flood Certifications are the best means of identifying boundary 366 lines and/or encroachments and easements or flood zone classifications. Buyer may obtain a survey, closing loan 367 survey or Boundary Line Survey and Flood Zone Certifications.

368 B. Water Supply. The system may or may not meet state and local requirements. It is the right and responsibility of 369 Buyer to determine the compliance of the system with state and local requirements. [For additional information on 370 this subject, request the "Water Supply and Waste Disposal Notification" form.]

371 C. Waste Disposal. The system may or may not meet state and local requirements. It is the right and responsibility of 372 Buyer to determine the compliance of the system with state and local requirements. In addition, Buyer may, for a 373 fee, obtain a septic system inspection letter from the Tennessee Department of Environment and Conservation, 374 Division of Ground Water Protection. [For additional information on this subject, request the "Water Supply and 375 Waste Disposal Notification" form.]

376 D. Title Exceptions. At Closing, the general warranty deed will be subject to subdivision and/or condominium 377 declarations, covenants, restrictions and easements of record, which may impose obligations and may limit the use 378 of the Property by Buyer.

379 13. Exhibits and Addenda. All exhibits and/or addenda attached hereto, listed below, or referenced herein are made a part 380 of this Agreement: 381 382 383 384

385 14. Special Stipulations. The following Special Stipulations, if conflicting with any preceding paragraph, shall control: 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401 402 403 404 405 406 407 408 409 410 411 412 413

rtg I 11 4.1 Copyright 2014 © Tennessee Association of Realtors° F10 — Lot/Land Purchase and Sale Agreement, Page 8 of 9 Version 02/01/2014

Seller hereby: ❑ ACCEPTS — accepts this offer. ❑ COUNTERS — accepts this offer subject to the attached Counter Offer(s). ❑ REJECTS this offer and makes no counter offer.

SELLER SELLER


414 15. Method of Execution. The parties agree that signatures and initials transmitted by facsimile, other photocopy 415 transmittal, or by transmittal of digital signature as defined by the applicable State or Federal law will be acceptable and 416 may be treated as originals and that the final Lot/Land Purchase and Sale Agreement containing all signatures and initials 417 may be executed partially by original signature and partially on facsimile, other photocopy documents, or by digital 418 signature as defined by the applicable State or Federal law.

419 16. Time Limit of Offer. This Offer may be withdrawn at any time before acceptance with Notice. Offer terminates if not 420 countered or accepted by o'clock ❑ a.m./ ❑ p.m.; on the day of

421 LEGAL DOCUMENTS: This is an important legal document creating valuable rights and obligations. If you have 422 any questions about it, you should review it with your attorney. Neither the Broker nor any Agent or Facilitator is 423 authorized or qualified to give you any advice about the advisability or legal effect of its provisions.

424 NOTE: Any provisions of this Agreement which are preceded by a box "o" must be marked to be a part of this 425 Agreement. By affixing your signature below, you also acknowledge that you have reviewed each page and have 426 received a copy of this Agreement.

427

Buyer hereby makes this offer.

428 429

BUYER

BUYER

430

at

o'clock ❑ am/ ❑ pm at o'clock ❑ am/ ❑ pm

431

Offer Date

Offer Date

432 433 434 435

436 437

438 439

440 Binding Agreement Date. This instrument shall become a "Binding Agreement" on the date ("Binding Agreement Date") 441 the last offeror, or licensee of the offeror, receives notice of offeree's acceptance. Notice of acceptance of the final offer was 442 received on the day of at o'clock by 443 (Name).


Listing Company Selling Company


Licensee Email Licensee Email


Copyright 2014 © Tennessee Association of Realtors® F10 — Lot/Land Purchase and Sale Agreement, Page 9 of 9 Version 02/01/2014

BACK-UP AGREEMENT CONTINGENCY ADDENDUM " "

1 Buyer:

2 Seller:

3 Property:

4 This BACK-UP AGREEMENT CONTINGENCY ADDENDUM (hereinafter "Addendum"), between the undersigned Seller

5 and Buyer is entered into and is effective as of the Binding Agreement Date provided in the Purchase and Sale Agreement for

6 the purpose of changing, deleting, supplementing or adding terms to said Purchase and Sale Agreement ("Agreement"). In

7 consideration of mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which is

8 hereby acknowledged, the parties agree as follows:

9 1. Seller and Buyer acknowledge that this Agreement is a "back-up" or secondary agreement to the Primary Agreement

10 with a Binding Agreement Date of between Seller and Primary Buyer regarding the above Property

11 ("Primary Agreement").

12 2. This Agreement is contingent upon the Primary Agreement being terminated or becoming null and void.

13 3. Upon the closing of the sale provided for in the Primary Agreement, this Agreement shall become null and void, and

14 Holder shall return the Earnest Money to Buyer.

15 4. Buyer acknowledges that Seller shall have the right to amend the Primary Agreement without said amendment having

16 the effect of placing this Agreement in a primary position.

17 5. Buyer acknowledges that Buyer shall have no right to examine or be advised of the terms of the Primary Agreement or

18 any amendment thereto.

19 6. In the event that the Primary Agreement is terminated or becomes null and void, Seller or Seller's Representative shall

20 deliver to Buyer or Buyer's Representative written notice thereof, at which time the contingency provided in this

21 Addendum is satisfied and this Agreement shall move into a primary position. All time periods specified in days in this

22 Agreement, except the time period by which Holder will deposit the Earnest Money into Holder's escrow account, shall

23 commence from the date Buyer receives written notice that the Primary Agreement has been terminated or is null and

24 void.

25 7. This Agreement shall remain in effect as follows: (Select A or B below.)

26 ❑ A. Until , at which time Buyer shall have the option of either terminating this Agreement by

27 delivering written notice thereof to Seller, in which case Holder shall return the Earnest Money to Buyer, or

28 extending the date set forth in this paragraph by delivering to Seller or Seller's Representative a signed proposed

29 Amendment to this Agreement which sets forth a new date through which this Agreement shall remain in effect. In

30 the event that Seller does not execute said proposed Amendment within hours of receiving it, then this

31 Agreement shall become null and void, and Holder shall return the Earnest Money to Buyer. Buyer must exercise

32 the option provided in this paragraph by delivering to Seller or Seller's Representative the required notice or

33 proposed Amendment by ❑ a.m./ ❑ p.m. on the date set forth in this paragraph. 34 OR

35 ❑ B. Until Buyer terminates it by delivering to Seller or Seller's Representative a written notice of termination at any

36 time prior to the time Buyer receives from Seller written notice that the Primary Agreement is terminated or has

37 become null and void, in which case Holder shall return the Earnest Money to Buyer.

38 8. Notices. Except as otherwise provided herein, all notices and demands required or permitted hereunder shall be in

39 writing and delivered either (1) in person; (2) by a prepaid overnight delivery service; (3) by facsimile transmission

40 (FAX); (4) by the United States Postal Service, postage prepaid, registered or certified return receipt requested; or (5)

41 Email. NOTICE shall be deemed to have been given as of the date and time it is actually received. Receipt of notice by

42 the real estate licensee or their Broker assisting a party as a client or customer shall be deemed to be notice to that party

43 for all purposes under this Agreement as may be amended, unless otherwise provided in writing.

Copyright 2008 © Tennessee Association of Realtors® F13 — Back-Up Agreement Contingency Addendum, Page 1 of 2 Version 2/01/2014 4.11

at 52 53

at Date Date

o'clock o am/ o pm o'clock o am/ o pm

49


BUYER BUYER 50 51

54


SELLER SELLER 55 56

A o'clock o am/ o pm at o'clock o am/ o pm 57 58

Date

Date

44 This Addendum is made a part of the Purchase and Sale Agreement as if quoted therein verbatim. Should the terms of this 45 Addendum conflict with the terms of the Purchase and Sale Agreement or other documents executed prior to or simultaneous 46 to the execution of this Addendum, the terms of this Addendum shall control, and the conflicting terms are hereby considered 47 deleted and expressly waived by both Seller and Buyer. In all other respects, the Purchase and Sale Agreement shall remain 48 in full force and effect.

59


Listing Company Selling Company



Copyright 2008 Tennessee Association of Realtors® F13 — Back-Up Agreement Contingency Addendum, Page 2 of 2 Version 2/01/2014

AGREEMENT TO SHOW PROPERTY

1 1. Permission to Show Property. In consideration of the services and efforts of

2 , a licensed real estate firm

3 (hereinafter "Broker"), the undersigned seller (hereinafter "Seller") hereby grants to Broker the right and

4 privilege to show and offer for sale to (hereinafter

5 "Prospect"), from to (hereinafter the "Authorization Period"), the following

6 described property: (Address),

7 (City), Tennessee, (Zip), as recorded in

8 County Register of Deeds Office, deed book(s), page(s)

9 instrument number, and further described as:

10 together with all fixtures,

11 landscaping, improvements and appurtenances, all being hereinafter collectively referred to as the "Property".

12 2. Purchase Price. A purchase price of $ may be quoted for the Property, which

13 amount includes the real estate compensation, terms of which are more fully set forth below.

14 3. Brokerage Compensation. Seller agrees to pay to Broker, at the closing of the sale, a real estate

15 compensation (hereinafter "Compensation") of percent ( %) of the

16 negotiated sales price should Prospect enter into, during the Authorization Period, an enforceable Purchase

17 and Sale Agreement to purchase the Property, and Seller acknowledges that in such event, Broker shall have

18 been the procuring cause of such sale. In the event that the Property is sold directly by Seller to Prospect

19 within [insert time period] after the expiration of the Authorization Period, then

20 Seller agrees to pay the Compensation to Broker at the closing of the sale.

21 4. Representation. This Agreement is not a seller's agency engagement, but rather, is limited to Seller's

22 permission given to Broker to show the above Property to Prospect, in exchange for compensation to Broker

23 as set forth above. This Agreement shall not be construed to create an agency relationship between Seller and

24 Broker. The parties understand and agree that although Broker is not Seller's agent, Broker will treat Seller

25 honestly and may perform ministerial acts for Seller. It is understood that this Agreement in no way prohibits

26 Seller from selling the Property directly to a buyer other than Prospect.

27 5. Good and Marketable Title. Seller warrants that Seller (1) presently has title to the Property or has full

28 authority to enter into this Agreement, and (2) will in good faith cooperate with Broker in the showing of the

29 Property to Prospect. Seller authorizes submission of information to Multiple Listing Service when Property

30 has closed (evidenced by delivery of warranty deed and payment of purchase price).

31 6. Other Provisions.

32 A. Binding Effect, Entire Agreement, Modification, and Assignment.

33 This Agreement shall be for the benefit of, and be binding upon, the parties hereto, their heirs, successors,

34 legal representatives and assigns. This Agreement constitutes the sole and entire agreement between the

35 parties hereto and no modification of this Agreement shall be binding unless signed by all parties or

36 assigns to this Agreement. No representation, promise, or inducement not included in this Agreement

37 shall be binding upon any party hereto. Any assignee shall fulfill all the terms and conditions of this

38 Agreement.

39 B. Governing Law and Venue. This Agreement is intended as a contract to show real property and shall be

40 governed by and interpreted in accordance with the laws and in the courts of the State of Tennessee.

41 C. Equal Housing. This Property is being sold without regard to race, color, sex, religion, handicap,

42 familial status, or national origin.

43 D. Severability. If any portion or provision of this Agreement is held or adjudicated to be invalid or

44 unenforceable for any reason, each such portion or provision shall be severed from the remaining portions

45 or provisions of this Agreement, and the remaining portions or provisions shall be unaffected and remain

46 in full force and effect.

PiIll e: • Copyright 2014 © Tennessee Association of Realtors® F22 — Agreement to Show Property, Page 1 of 2 Version 2/01/2014


By: Broker or Licensee Authorized by Broker BROKER/FIRM at o'clock o am/ o pm Date ADDRESS

PHONE:

FAX: PRINT/TYPE NAME

EMAIL:


SELLER SELLER at o'clock o am/ o pm at o'clock o am/ o pm Date Date

PRINT/TYPE NAME: PRINT/TYPE NAME:

ADDRESS: ADDRESS: Phone(H): Phone(W): Phone(H): Phone(W): Cell: Email: Cell: Email:

47 E. Default. Seller agrees to pay all reasonable attorney's fees together with any court costs and expenses 48 which Broker incurs in enforcing any of Seller's obligations to pay compensation under this Agreement to 49 Show Property. The parties hereby agree that all remedies are fair and equitable and neither party will 50 assert the lack of mutuality of remedies as a defense in the event of a dispute.

51 F. Time of Essence. Time is of the essence in this Agreement.

52 G. Method of Execution. The parties agree that signatures and initials transmitted by facsimile, other 53 photocopy transmittal, or by transmittal of digital signature as defined by the applicable State or Federal 54 law will be acceptable and may be treated as originals and that the final Purchase and Sale Agreement 55 containing all signatures and initials may be executed partially by original signature and partially on 56 facsimile, other photocopy documents, or by digital signature as defined by the applicable State or 57 Federal law.

58

59

60 61 62 63 64 65

66

67 68 69 70 71 72 73 74 75 76


Copyright 2014 © Tennessee Association of Realtors® F22 — Agreement to Show Property, Page 2 of 2 Modified on 2/01/2014

TEMPORARY OCCUPANCY AGREEMENT FOR BUYER PRIOR TO CLOSING

1 This Temporary Occupancy Agreement for Buyer Prior to Closing ("Occupancy Agreement") is part of the Purchase and 2 Sale Agreement with a Binding Agreement Date of for the purchase and sale of real Property located at: 3 (Address) 4 (City), Tennessee, (Zip).

5 1. All parties agree that this Occupancy Agreement is not intended to, nor does it create, a relationship of Landlord and 6 Tenant between the Seller and Buyer.

7 2. Seller shall give Buyer occupancy of the Property on the day of 8

at o'clock ❑ am/ ❑ pm ("Occupancy Date").

9 3. Buyer shall pay Seller as compensation for the use of the Property from the Occupancy Date until Closing or the date 10 that Buyer vacates the Property, whichever occurs first, the sum of $ per day. The initial sum of $ shall 11 be paid upon execution of this Occupancy Agreement which shall be adjusted at the time of Closing or when Buyer 12 vacates Property, if necessary. Payments made more than five (5) days after due date are subject to a % late 13 fee. Buyer acknowledges and agrees that no part of the compensation payments shall be applied to the purchase price of 14 the Property. At Closing or upon vacating of Property by Buyer, any compensation due shall be paid to Seller or excess 15 shall be returned to Buyer.

16 4. Buyer has paid to

17 ❑ Seller (Note: monies paid directly to Seller are non-refundable) OR

18 ❑ Escrow Agent/Holder ( (Name of Holder) located at 19 (Address of Holder))

20 by check ("Deposit Money"). In the event that Deposit Money is paid to Holder, the receipt of 21 which is hereby acknowledged by Holder, it shall be deposited in Holder's account. In the case of any dispute arising 22 from this Agreement, Holder shall have the same rights in handling the Deposit Money as those set forth for Earnest 23 Money in the Purchase and Sale Agreement. The Deposit Money is to be returned to Buyer at the time the sale is 24 consummated or applied as a credit toward Buyer at Closing. If Deposit Money is paid directly to Seller, it shall be 25 deemed non-refundable if Buyer fails to close. It is agreed that any excess deposit paid directly to Seller shall be 26 credited towards Buyer's down payment or closing costs upon Closing.

27 5. If the loan should not be approved for any reason or in the case of Buyer default, Buyer agrees to vacate the Property 28 within ) days after proper notice (as defined in Purchase and Sale Agreement). Seller shall 29 be entitled to receive from Holder all or that portion of the Deposit Money necessary to compensate Seller for any unpaid 30 compensation fees, any accumulated late charges or returned check fees. Buyer further agrees to restore the Property to 31 the same or better condition as of Occupancy Date and will be held responsible if there is any damage to the Property, 32 normal wear and tear excepted.

33 6. This Occupancy Agreement does not give either party the right to delay the Closing of the transaction, but is intended to 34 provide the means necessary for compliance with any and all agreements. The Closing Date shall be the same as that in 35 the Purchase and Sale Agreement unless otherwise agreed upon in writing. At Closing, Buyer agrees that they will 36 present themselves and execute all necessary papers presented to them, and at that time pay all settlement costs due, 37 including any and all sums due hereunder.

38 7. If Buyer fails to close by Closing Date as agreed and continues to occupy Property, such occupancy shall be at the sole 39 discretion of the Seller and will be at the increased rate of $ /day in compensation to Seller or Buyer shall 40 vacate the Property.

41 8. Buyer agrees to be responsible for all utilities (e.g. gas, water, electric, sewer), to place said utilities in his name and to 42 pay any and all deposits and payments for such utilities as they become due. Buyer agrees that Seller shall no longer be 43 responsible for said utilities from the Occupancy Date.

Copyright 2013 Tennessee Association of Realtors® F31 — Occupancy Agreement for Buyer Prior to Closing, Page 1 of 2 Version 02/01/2014

at at 84 85 Date Date

o'clock n am/ 0 pm o'clock o am/ o pm

81


BUYER BUYER 82 83

86


SELLER SELLER 87 88

at o'clock n am/ 0 pm at o'clock ❑ am/ o pm 89 90

Date

Date

44 9. Buyer acknowledges responsibility for obtaining adequate insurance to cover his personal property. Seller assumes no 45 responsibility for any loss whatsoever. Seller will maintain coverage on the dwelling until Closing. It is specifically 46 understood that should fire, Act of God, or other occurrence destroy the Property during the time that Buyer is in 47 possession of the Property prior to Closing, Seller shall bear the risk of loss of the improvements and Buyer shall bear 48 the risk of loss of Buyer's personal property.

49 10. Buyer agrees that he has carefully inspected the Property prior to signing this Occupancy Agreement, and without 50 reservation accepts the Property as suitable and ready for use as his home, that all repairs or replacements have been 51 completed to his satisfaction, and that he will repair and maintain said Property during the term of this Occupancy 52 Agreement at his own expense. Seller shall have no obligations for repairs or replacements after the Occupancy Date.

53 11. Buyer agrees that he shall not improve, decorate or alter the Property in any manner without the written consent of the 54 Seller. The Buyer shall pay for any sums expended by the Buyer on the Property, and he shall not receive any refund or 55 credit therefore, unless previously agreed to in writing by Seller. Buyer agrees to provide access to lenders, contractors, 56 appraisers, and the Seller or his agent at reasonable hours and upon prior notice for purposes of affecting the sale.

57 12. Buyer agrees to pay all costs of any legal action instituted by Seller to enforce the terms of this Occupancy Agreement, 58 including reasonable attorney's fees and court costs.

59 13. In the event there is a conflict between the terms and conditions of the Purchase and Sale Agreement and this Occupancy 60 Agreement, the terms and conditions contained in this Occupancy Agreement shall prevail.

61 14. Buyer and Seller agree to hold harmless the Brokers and their firms and Licensees from any and all liability or claims 62 arising out of this Occupancy Agreement, including but not limited to the Buyer's failure to qualify for the loan, and/or 63 the Buyer's failure to close the transaction contemplated herein.

64 15. Buyer agrees to hold harmless, indemnify, and defend Seller from and against any claim or cause of action related to and 65 arising out of any injury to the person or personal property resulting from Buyer's or Buyer's invitee's use and 66 occupancy of the Property.

67 16. In the event the sale of the Property does not close, the Buyer hereby agrees that Buyer shall be responsible for any 68 damage to the Property that is caused by any negligent or intentional act of the Buyer (including Buyer's family 69 members, agents, employees, contractors, licensees, invitees, guests, pets or anyone or anything else under the control of 70 Buyer) and his use and occupancy of the Property.

71 17. If any provision of this Occupancy Agreement is determined to be in conflict with Tennessee law, thereby making said 72 provision null and void, the nullity shall not affect the other provisions of this Occupancy Agreement, which can be 73 given effect without the void provision, and to this end the provisions of this Occupancy Agreement are severable.

74 18. Upon execution by Buyer and Seller, this Occupancy Agreement shall become part of the Purchase and Sale Agreement 75 for the aforementioned Property with a Binding Agreement Date of as if stated verbatim therein.

76 19. Additional Terms: 77 78 79 80


Copyright 2013 © Tennessee Association of Realtors® F31 — Occupancy Agreement for Buyer Prior to Closing, Page 2 of 2 Modified Version 02/01/2014

SELLER'S RIGHT TO CONTINUE TO MARKET PROPERTY ADDENDUM

1 Buyer:

2 Seller:

3 Property:

4 This SELLER'S RIGHT TO CONTINUE TO MARKET PROPERTY ADDENDUM (hereinafter "Addendum"), between

5 the undersigned Seller and Buyer is entered into and is effective as of the Binding Agreement Date provided in the Purchase

6 and Sale Agreement ("Agreement") for the purpose of changing, deleting, supplementing or adding terms to said Purchase

7 and Sale Agreement. In consideration of mutual covenants herein and other good and valuable consideration, the receipt and

8 sufficiency of which is hereby acknowledged, the parties agree as follows:

9 It is understood and agreed by both Buyer and Seller that Seller reserves the right to continue to market the above referenced

10 property.

11 For the purposes of this Addendum ONLY, any time reference shall be measured in calendar days and/or hourly

12 increments and commences upon DELIVERY of notice. There are no delays for weekends or holidays.

13 In the event the attached Agreement is contingent upon the sale of the Buyer's property, the Buyer and Seller hereby agree

14 that said Property will be listed with a licensed real estate Broker and advertised in a Multiple Listing Service (if one exists in

15 that market) within five (5) days of the Binding Agreement Date of the Purchase and Sale Agreement.

16 Receipt of Another Offer: It is further agreed that if Seller receives another Offer that is acceptable to Seller, Seller shall

17 give Buyer or licensee assisting Buyer hours notice in writing using the SELLER'S NOTICE TO BUYER OF

18 ACCEPTABLE OFFER (form F34b) or equivalent written notice, to remove the contingency(ies) pertaining to:

19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35

36 (Example: sale of personal residence or other property.)

37 Buyer's Obligation: Buyer understands that it is his obligation to keep his licensee informed of his contact information. 38 Buyer acknowledges that if the licensee is unable to reach Buyer at the provided contact information, the licensee's 39 obligation is fulfilled and licensee shall have no further responsibilities to Buyer and Buyer holds licensee harmless for his 40 loss of right to purchase Property.

41 Removal of Contingency: Buyer understands that upon the giving of notice by Seller of Seller's receipt of a subsequent 42 acceptable Offer and Buyer's removal of the contingency(ies) stated above, should Buyer then fail to close in whole or part 43 as a consequence of said contingency not being met, Buyer's Earnest Money shall be forfeited to Seller in accordance with 44 the terms of the Agreement, and Seller may pursue any other legal remedies available.

Copyright 2011© Tennessee Association of Realtors® F34a — Seller's Right to Continue to Market Property Addendum, Page 1 of 2 Version 02/01/2014

at at 75 76 Date Date

o'clock ❑ am/ ❑ pm o'clock ❑ am/ ❑ pm

72


BUYER BUYER 73 74

77


SELLER SELLER 78 79

at o'clock ❑ am/ ❑ pm at o'clock ❑ am/ ❑ pm 80 81

Date

Date

45 Failure to Remove Contingency: If Buyer fails to remove said contingency(ies) or fails to respond within the hour 46 period provided for herein, Seller may declare this Agreement null and void and return the Earnest Money to Buyer.

47 Obligations and Binding Agreement Date: Buyer understands that all obligations of the Agreement (i.e. inspections, loan 48 approval, etc.) must be performed according to the Binding Agreement Date.

49 Check the following boxes that apply should Buyer Remove Contingency:

50 ❑ 1. Buyer shall deposit with Holder additional Earnest Money of $ 51 Dollars and said additional Earnest Money to be 52 delivered to Holder by Buyer along with Buyer's signature on Option I under Paragraph B. on the Seller's Notice to 53 Buyer of Receipt of Acceptable Offer (form F34b) or equivalent written notice. This sum and all Earnest Money 54 previously paid shall be nonrefundable and will be forfeited to Seller as partial damages should Buyer fail to close 55 as and when agreed and/or;

56 ❑ 2. Buyer agrees to:

57 ❑ A. close within 30 days after date of delivery of Seller's Notice to Buyer of Receipt of Acceptable Offer 58 or equivalent written notice; 59 OR

60 ❑ B. close no later than the date specified in the Agreement and/or;

61 ❑ 3. Buyer removes any and all contingencies and conditions as to Buyer's obligations under the Agreement including 62 any inspections, financing, etc. thereby making this an "All Cash" Agreement. Buyer acknowledges that should 63 Buyer fail to close for any reason, Buyer will forfeit all Earnest Money and Seller may pursue other legal remedies 64 and/or;

65 ❑ 4. Buyer agrees to remove the aforementioned contingency(ies) only, all other contingencies and conditions 66 remain in the Agreement.

67 Notification to the Seller from the Buyer: If Buyer desires to proceed to Closing, Buyer must, within the aforesaid hours, 68 notify licensee assisting Seller and/or Seller, if unrepresented, advising of removal of aforesaid contingency(ies) and Buyer's 69 willingness to proceed to Closing.

70 Buyer may fulfill Buyer's written notice responsibility under this paragraph by completing section B of the SELLER'S 71 NOTICE TO BUYER OF ACCEPTABLE OFFER (form F34b) or equivalent written notice.


Copyright 2011 Tennessee Association of Realtors° F34a — Seller's Right to Continue to Market Property Addendum, Page 2 of 2 Version 02/01/2014

SELLER'S NOTICE TO BUYER OF RECEIPT OF ACCEPTABLE OFFER

1 Delivered to Delivery Date and Time

2 RE: Property Address

3 Contingency(ies) Contained in Seller's Right to Continue to Market Addendum to be removed within hours of this 4 Notice. 5

6 By signing in the appropriate locations below, the parties hereby acknowledge receipt of copy.

7 A. Notice from Seller. 8 By delivery of this form, the undersigned Seller hereby gives Buyer hours written notice that Seller has received 9 another offer acceptable to Seller and Buyer is expected to respond to this notice no later than

10 (date and time).

11 SIGNED: (Seller) (Date) at o'clock o am/ o pm

12 (Seller) (Date) at o'clock o am/ o pm

13 B. BUYER'S RESPONSE (select either Option I or II below). 14 1. OPTION I: CLOSE. 15 By signing this Option I, the undersigned Buyer agrees to waive the contingency(ies) contained in the Seller's Right 16 to Continue to Market Addendum and to close as specified in said addendum or, if silent, then according to the 17 Purchase and Sale Agreement.

18 SIGNED: (Buyer) (Date) at o'clock o am/ o pm

19

20 OR

(Buyer) (Date) at o'clock o am/ o pm

21 2. OPTION II: REFUSAL TO REMOVE CONTINGENCY. 22 By signing under this Option II, the undersigned Buyer declares that he cannot or will not remove the 23 contingency(ies) contained in the Seller's Right to Continue to Market Property Addendum.

24 SIGNED: (Buyer) (Date) at o'clock o am/ o pm

25 (Buyer) (Date) at o'clock o am/ o pm

26 C. SELLER'S RECEIPT. 27 Seller is hereby notified of Buyer's selection of either Option I or Option II as noted above.

28 SIGNED: (Seller) (Date) at o'clock o am/ o pm

29 (Seller) (Date) at o'clock o am/ o pm

NOTE: This form is provided by TAR to its members for their use in real estate transactions and is to be used as is. By downloading and/or using this form, von agree and covenant not to alter, amend, or edit said form or its contents except as where provided in the blank fields, and agree and acknowledge that any such alteration, amendment or edit of said form is done at your own risk. Use of the TAR logo in conjunction with any form other than standardized forms created by TAR is strictly prohibited. This form is subject to periodic revision and it is the responsibility of the member to use the most recent available form.

Copyright 2009 Tennessee Association of Realtors® F34b — Seller's Notice to Buyer of Receipt of Acceptable Offer, Page 1 of 1 Version 02/01/2014

Copyright 2012 Tennessee Association of Realtors® F37 — Multiple Offer Disclosure and Notification, Page 1 of 1

I 4.41IL Version 02/01/2014

MULTIPLE OFFER DISCLOSURE AND NOTIFICATION

1 This Multiple Offer Disclosure and Notification ("Notification") is hereby intended to notify 2 (Interested Buyer) that there have been multiple offers on the property located at: 3 (Address) 4 (City), Tennessee (Zip) ("Property").

5 The Seller has requested that the following procedure be followed:

6 1. All interested purchasers are notified by either facsimile or email transmission that there have been multiple offers 7 made on the Property. All buyers and/or buyer's representatives shall respond that they have received this Multiple 8 Offer Disclosure and Notification fonn by return fax or email to Listing Licensee as set forth below.

9 2. Seller requests that all interested purchasers submit their best offer no later than ❑ am/ ❑ pm on 10 . Delivery of such offer may be via email or facsimile to: 11 (Listing Licensee), (Facsimile 12 Number), (Email Address).

13 3. The Listing Licensee will deliver all offers to Seller or Seller's authorized representative no later than 14 o am/ o pm on

15 4. At that time, Seller shall review all offers received and accept, reject or counter any selected offer.

16 5. The Seller and selected prospective buyer shall attempt to negotiate a contract.

17 6. Receipt by the real estate licensee or their Broker assisting a party as a client or customer shall be deemed to be 18 notice to that party for all purposes under this Notification as may be amended, unless otherwise provided in writing.

19

The Listing Licensee hereby signs and acknowledges transmitting copy to Interested Buyer and/or Buyer's Licensee:

20 21


22 at o'clock ❑ am/ ❑ pm

23

Date

Address

24

Phone:

Fax: 25

Print/Type Name

Email:

26

The Interested Buyer or Licensee working with Interested Buyer signs and acknowledges receipt of a copy:

27 28

INTERESTED BUYER OR Licensee

FIRM

29

at o'clock ❑ am/ ❑ pm at o'clock o am/ ❑ pm 30

Date

Date


PURCHASE AND SALE AGREEMENT TIMELINE CHECKLIST

1 Property Address:

2 Buyer: Seller:

3 Address: Address:

4 Phone: Cell: Phone: Cell:

5 Fax: Email: Fax: Email:

6 Buyer's Licensee: Seller's Licensee:

7 Binding Agreement Date: (BAD) Scheduled Closing Date:

8 Enter Deadline Date for each item. Check each BOX when completed.

9 EARNEST MONEY

10 ❑ Deposited days after BAD.

11 Holder of Earnest Money:

12 FINANCIAL OBLIGATION Lender: Phone:

13 Address: Email:

14 Cell: Fax:

15 ❑ Proof of funds provided by Buyer (5 Days after BAD) (For use when Financial Contingency Waived).

16 ❑ Within 5 days of BAD, verify that Loan Application has been made and Lender has been instructed to order 17 credit report and appraisal.

18 ❑ Notify Seller of Date of Application and Lender's name, contact information and Lender has been 19 instructed to order appraisal and credit report. (within 5 days of BAD)

20 ❑ Within 14 days of BAD, Buyer pay any required Lender deposits, including appraisal costs and credit 21 report.

22 ❑ Provide Seller with representation and warranty of paying required Lender deposits with supporting 23 documentation and that buyer has available funds to close per Lender and/or loan originator estimates. (14 24 days of BAD)

25 ❑ Seller's Written Demand for Compliance if no Loan Application information is provided and Buyer 26 has instructed Lender to order appraisal and credit report.

27 ❑ Seller's Written Demand for Compliance if Buyer has not provided representations and warranties of 28 paying required Lender deposits with supporting documentation and that Buyer has available funds to 29 Close per Lender and/or loan originator estimates.

30 APPRAISAL Purchase conditioned upon appraisal o Yes ❑ No If Yes,

31 Appraiser Name: Phone:

32 Email: Cell: Fax:

33 ❑ Appraisal Complete

34 ❑ Appraisal received by Buyer and/or Lender Appraisal Amount:

35 INSPECTION

36 ❑ Buyer Inspection Period (within days after BAD). 37 ❑ Initial Home Inspection

38 Inspection Company: Phone:

39 Inspector Name: Phone:

40 Email: Cell: Fax:

FFIffil II I 1 ,

IL

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41 ❑ Wood Destroying Insect Infestation Inspection Report (WDI) made.

42 WDI Company: Phone:


44 Email: Cell: Fax: 45 ❑ Other Inspections ❑ Well ❑ Septic ❑ Radon ❑ Lead Paint ❑ Survey 46 Company: Phone:


48 Email: Cell: Fax: 49 ❑ Other Inspections ❑ Well ❑ Septic ❑ Radon ❑ Lead Paint ❑ Survey 50 Company: Phone:


52 Email: Cell: Fax: 53 ❑ Buyer Notification to Seller to ❑ terminate ❑ accept ❑ request repairs.

54 ❑ Resolution Period: days following receipt of list of repairs and WDI (counters to each party) 55 ❑ Completion of Repairs Deadline and Inspection

56 ❑ Final inspection to be made (see Final Inspection section of Agreement for # of days).

57 HOMEOWNER ASSOCIATION

58 ❑ Homeowner Association Bylaws, Covenants & Restrictions, etc. received

59 ❑ Monthly ❑ Quarterly ❑ Annual Dues $

60 ❑ Monthly ❑ Quarterly ❑ Annual Assessments $

61 ❑ Monthly ❑ Quarterly ❑ Annual Other $

62 NOTES:

63 POSSESSION Other than at Closing

64 ❑ Date of Possession if not at Closing

65 Temporary Occupancy Agreement ❑ Prior to Closing (F31) OR ❑ After Closing (F32)

66 Home Warranty Company: Cost: Confirmation No.:

67 Phone: Email:

68 Buyer Closing/Title Agency:

69 Contact: Address:

70 Phone: Email:

71 Seller Closing/Title Agency:

72 Contact: Address:

73 Phone: Email:

74 Title Policy ❑ Yes ❑ No ❑ Re-issue Credit Policy to Closing Attorney

75 Homeowner's Insurance: Phone:

76 Contact: Amount:

77 Mortgage Information: Loan#:

78 ❑ Material Defect found in title examination, closing or loan survey, boundary line survey or other means 79 ❑ reported to Seller to cure prior to Closing Date 80 ❑ Sellers Final Property Disclosure Completed (F16a)


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LOT/LAND SELLER'S PROPERTY DISCLOSURE STATEMENT

1 This disclosure statement is designed to assist the Seller in providing information about the Property that is being transferred.

2 This completed form constitutes the disclosure by the Seller. The information contained in the disclosure is the

3 representation of the owner and not the representations of the listing real estate broker, the selling real estate broker and/or

4 their respective licensees or sales persons, if any. This is not a warranty or a substitute for any professional inspections or

5 warranties that the Buyer may wish to obtain. Buyers and Sellers should be aware that any sales agreement executed

6 between the parties will supersede this form as to any obligations on the part of the Seller to correct items identified

7 below and/or the obligation of the Buyer to accept such items "AS IS."

INSTRUCTIONS TO THE SELLER

8 Complete this form yourself and answer each question to the best of your knowledge. If an answer is an estimate, clearly

9 label it as such. The Seller hereby authorizes any agent(s) representing any party in this transaction to provide a copy of this

10 statement to any person or entity in connection with any actual or anticipated sale of the subject property.

11 PROPERTY ADDRESS CITY

12 SELLER'S NAME(S)

13 DATE SELLER ACQUIRED THE PROPERTY

14 IF THE ANSWER TO ANY OF THE QUESTIONS LISTED BELOW IS "YES", PLEASE EXPLAIN IN DETAIL IN THE 15 "ADDITIONAL EXPLANATIONS" SECTION.

YES NO UNKNOWN

16 1. SOIL, TREES, DRAINAGE AND BOUNDARIES:

17 (a) Is there or will there be any fill (other than foundation backfill) on the Property? ❑ ❑ ❑

18 (b) Are there mine shafts or wells (in use or abandoned)? ❑ ❑ ❑

19 (c) Are you aware of any past or present sliding, settling, earth movement, upheaval ❑ ❑ ❑

20 or earth stability/expansive soil problems?

21 (d) Is the Property or any part thereof located in a flood zone? ❑ ❑ ❑

22 (e) Are you aware of any past or present drainage or flooding problems? ❑ ❑ ❑

23 (1) Are you aware of any past or present diseased or dead trees? ❑ ❑ ❑

24 (g) Are you aware of any past or present encroachments, boundary line disputes, ❑ ❑ ❑

25 leases or unrecorded easements?

26 (h) Has the Property been tested for soil and/or percolation? ❑ ❑ ❑

27 If yes, attach copy of test results.

28 (i) Has the Property been evaluated for subsurface sewage disposal system? ❑ ❑ ❑

29 If yes, attach copy of test results.

30 (j) Has the Property been surveyed to establish boundary lines? ❑ ❑ ❑

31 Are the corner stakes in place and visible? If yes, attach copy of survey. ❑ ❑ ❑

32 2. TOXIC/FOREIGN SUBSTANCES:

33 (a) Are you aware of any underground tanks, toxic substances, tires, appliances, ❑ ❑ ❑

34 garbage, foreign and/or unnatural materials, asbestos, polychlorinated

35 biphenyl (PCB's), ureaformaldehyde, methane gas, radioactive material,

36 methamphetamine production or radon on the Property (structure or soil)?

37 (b) Has the Property been tested for radon or any other toxic substance including ❑ ❑ ❑

38 Phase I testing?

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YES NO UNKNOWN

39 3. THE PROPERTY:

40 (a) Consists of no less than acres and the current zoning is:

41

42 (b) Will conveyance of this Property include all mineral, oil and timber rights?

43 (c) Are there any governmental allotments committed?

44 (d) Have any licenses or usage permits been granted for, including but not limited to, 45 crops, mineral, water, grazing, timber, usage rights to hunters, fishermen, or others?

46 (e) Crop Rotation Program (CRP)?

47 4. COVENANTS, FEES AND ASSESSMENTS:

48 (a) Is or will the Property be part of a condominium or other community association?

49 (b) Will the Property be part of a PUD (Planned Unit Development)? 50 Planned Unit Development is defined pursuant to Tenn. Code Ann. 51 § 66-5-213 as "an area of land, controlled by one (1) or more landowners, 52 to be developed under unified control or unified plan of development for a 53 number of dwelling units, commercial, educational, recreational or industrial 54 uses, or any combination of the foregoing, the plan for which does not correspond 55 in lot size, bulk or type of use, density, lot coverage, open space, or other 56 restrictions to the existing land use regulations." Unknown is not a 57 permissible answer under the statute.

58 (c) Is there any defect, damage or problem with any common elements/area that ❑ ❑ 59 could affect the value or desirability?

60 (d) Is or will it be subject to covenants, conditions and restrictions (CC&R's)?

(e) Is there an Association Fee? If "YES", amount: $ , per

(0 Is or will the Association Fee be mandatory?

(g) Is there a Transfer Fee? If "YES", amount $

(h) Is there a capital expenditure/contribution due upon transfer?

If "YES", amount $

(i) Are there any fees, expenses, etc. required by the association, property

management company and/or bylaws or covenants for transfer of the Property?

If "YES", amount $

69 (j) Are there any special assessments approved but unpaid by the association?

70 (k) Are there any special association assessments under consideration?

71 (1) Is there any condition or claim, which may result in an increase in assessments 72 or fees?

61

62

63

64

65

66

67

68

73 (in) Does or will the Association Fee include: (The unchecked items are not included or unknown.)

74 ❑ Exterior Building Maintenance

75 ❑ Exterior Liability

76 ❑ Common Grounds Maintenance

77 ❑ Pest and Termite Control

78 5. OTHER MATTERS:

❑ Reserve Fund

❑ Gas ❑ Cable

❑ Road Maintenance ❑ Electricity ❑ Swim

❑ Security ❑ Water ❑ Tennis

❑ Garbage ❑ Sewer ❑ Other

79 (a) Do you know of any violations of local, state or federal laws, codes, regulations, 80 or nonconforming use with respect to the Property?

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81 (b) Have you received notice by any governmental or quasi-governmental agency ❑ ❑ ❑ 82 affecting the Property, including but not limited to road changes, zoning 83 changes, assessments, condemnation, etc.?

84 (c) Is there any existing or threatened legal action affecting the Property? ❑ ❑ ❑

85 (d) Is there any system or appliance on the Property which is leased or has a fee ❑ ❑ ❑ 86 associated with its use?

87 (e) Are there any private or non-dedicated roadways for which owner may have ❑ ❑ ❑ 88 financial responsibility?

89 (f) Have there been any inspections or evaluations on the Property during the ❑ ❑ ❑ 90 previous year? If yes, explain:

91 (g) Is the Property in any special tax arrangement such as Green Belt? ❑ ❑ ❑ 92 If yes, please explain details.

93 6. UTILITIES: YES NO (Check the appropriate box)

94 (A) Electricity ❑ ❑

95 (B) Natural Gas ❑ ❑

96 (C) Telephone ❑ ❑

97 (D) Cable Television ❑ ❑

98 (E) Garbage Collection ❑ ❑

99 (F) Public Sewer ❑ ❑

100 (G) Public Water ❑ ❑

101 (H) Other ❑ ❑

102 7. ADDITIONAL EXPLANATION OR DISCLOSURES: 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129

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The party(ies) below have signed and acknowledge receipt of a copy. 137

SELLER 139 SELLER 138

at o'clock o am/ D pm at o'clock o am/ o pm Date

140 141 Date

147 The party(ies) below have signed and acknowledge receipt of a copy.

BUYER BUYER

at o'clock o am/ D pm at o'clock o am/ o pm Date

150 151 Date

148 149

130 8. SELLER'S REPRESENTATION 131 In this disclosure, Seller warrants that to the best of Seller's knowledge and belief, the information contained herein with 132 respect to the condition of the Property is accurate and complete as of the date signed by Seller. It is not a substitute for 133 any inspections or warranties that Buyer may wish to obtain. Seller hereby authorizes Broker to provide this information 134 to prospective buyers of the Property and to Brokers. Seller agrees to promptly update this Lot/Land Disclosure 135 Statement and provide any Buyer and Brokers with a revised copy of the same if there are any material changes 136 in the answers to the questions contained herein.

142 9. RECEIPT AND ACKNOWLEDGEMENT OF BUYER: 143 I acknowledge receipt of this Seller's Lot/Land Property Disclosure Statement. I understand that except as stated in the 144 Lot/Land Purchase and Sale Agreement with Seller, the Property is being sold in its present condition only, without 145 warranties or guarantees of any kind by Seller or Brokers. No representations concerning the condition of the Property 146 are being relied upon by me except as disclosed herein or stated in the Lot/Land Purchase and Sale Agreement.


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LICENSEE

o'clock ❑ am/ ❑ pm Date Email:

FIRM / COMPANY

Address Phone:

24 25 26 27 28 29

at

Fax:


OWNER/SELLER at o'clock ❑ am/ ❑ pm Date

Phone(W)

OWNER/SELLER at o'clock ❑ am/ ❑ pm Date

31 32 33 34 35 36 37 38

ADDRESS Phone(H) Email:

ADDRESS Phone(H) Email:

Phone(W)

AMENDMENT TO THE LISTING AGREEMENT

1 Property:

2 Owner/Seller:

3 Date of Listing: MLS Listing No.

4 In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of 5 which is hereby acknowledged, the parties agree to amend that certain Listing Agreement which was signed by the Seller and 6 Broker on and any incorporated addenda, exhibits or prior amendments (collectively referred to 7 herein as "Agreement") for the listing of real property specified above as follows:

8 Check all that apply. Boxes that are not checked are not a part of this Amendment.

9 ❑ Expiration Date extended to:

10 ❑ Listing Price changed to:

11 ❑ Additional acceptable terms are: 12 13 14 15

16 ❑ Place Property Back on Market and extend the Expiration Date to:

17 ❑ Remarks and/or Property information to be changed to:

18 19 20 21 ❑ Other: 22

NOTE: This form is provided by TAR to its members for their use in real estate transactions and is to be used as is. By downloading and/or using this form, you agree and covenant not to alto; amend, or edit said fo rm or its contents except as where provided in the blank fields, and agree and acknowledge that any such alteration, amendment or edit of said form is done at your own risk. Use of the TAR logo in conjunction with any form other than standardized forms created by TAR is strictly prohibited. This form is subject to periodic revision and it is the responsibility of the member to use the most recent available form.

Copyright 2008 Tennessee Association of Realtors® F81 — Amendment to the Listing Agreement, Page 1 of 1 Version 02/01/2014

EXCLUSIVE RIGHT TO SELL LISTING AGREEMENT (Designated Agency)

1 BROKER (listing company):

2 ADDRESS OF COMPANY:

3 OWNER/SELLER ("Seller" or "Client"):

4 ADDRESS OF OWNER/SELLER:

5 In consideration of Broker's Agreement to find a ready, willing, and able Buyer and other valuable consideration, the receipt

6 and sufficiency of which is hereby acknowledged, the undersigned Seller hereby grants Broker the Exclusive Right to Sell

7 the hereinafter described Property in accordance with the following terms and conditions:

8 1. PROPERTY ADDRESS/LEGAL DESCRIPTION:

9 (Address)

10 (City), Tennessee, (Zip), as recorded in

11 County Register of Deeds Office, deed book(s),

12 pages(s), and/or instrument no. and further described as: 13

14 together with all fixtures, landscaping, improvements, and appurtenances, all being hereinafter collectively referred to as

15 the "Property".

16 A. Included as part of the Property (if present): all attached light fixtures and bulbs including ceiling fans; permanently

17 attached plate-glass mirrors; heating, cooling, and plumbing fixtures and equipment; all doors, storm doors and

18 windows; all window treatments (e.g. shutters, blinds, shades, curtains, draperies) and hardware; all wall-to-wall

19 carpet; range; all built-in kitchen appliances; all bathroom fixtures and bathroom mirrors; all gas logs, fireplace

20 doors and attached screens; all security system components and controls; garage door opener and all (at least ) 21 remote controls; swimming pool and its equipment; awnings; permanently installed outdoor cooking grills; all

22 landscaping and all outdoor lighting; mailbox(es); attached basketball goals and backboards; TV mounting brackets

23 (but excluding flat screen TVs); antennae and satellite dishes (excluding components); and central vacuum systems

24 and attachments.

25

B. Other items that remain with the Property at no additional cost to Buyer: 26 27

28 C. Items that will NOT remain with the Property: 29 30

31

D. Leased Items: Leased items that remain with the Property are (e.g. security systems, water softener systems, etc.): 32 33

34 If leases are not assumable, it will be Seller's responsibility to pay balance.

35 2. THE LISTING PRICE: $ Dollars)

36 3. TERM: LISTING DATE: LISTING EXPIRATION DATE: 37 If a contract to purchase, exchange, or lease is signed before this Agreement expires, the term hereof shall continue until 38 final disposition of Purchase and Sales Agreement, exchange agreement, or lease agreement.

39 Carry-Over Clause. Should the Seller contract to sell or exchange, or contract to lease the Property within 40 days after the expiration of this Agreement to any Buyer/Tenant (or anyone acting on Buyer's/Tenant's behalf) who has 41 been introduced to the Property, directly or indirectly, during the term hereof, as extended, the Seller agrees to pay the 42 compensation as set forth below. This includes but is not limited to any introduction or exposure to Property by 43 advertisements or postings appearing in any medium which originated as a result of listing the Property with Broker.

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44 This carry-over clause shall not apply if the Property is listed with another licensed real estate broker at the time of such 45 contract.

46 4. POSSESSION OF PROPERTY to be delivered:

47 5. TERMS of sale acceptable to Seller (such as FHA, VA, Conventional, etc.): 48

49 6. COMPENSATION: 50 A total of $ , or % compensation based on the total sales price which 51 shall be paid by Seller to Broker in readily available funds on the date of closing of Property as evidenced by delivery of 52 warranty deed and payment of purchase price ("Closing"). In any exchange of the Property, Seller consents to Broker 53 receiving compensation from both parties based upon the value of both properties.

54 In the event that the Property is leased under the terms of this Agreement, Seller agrees to pay a total of 55 , or % compensation based upon the monthly rental amount 56 which shall be paid by Seller to Broker in readily available funds within five business days of rent being due under the 57 terms of said lease. Said compensation shall be paid by Seller to Broker and shall continue for the duration of the lease 58 agreement with compensation being paid to Broker within five business days of rent being due under the terms of the 59 lease. This obligation to pay said compensation shall survive the natural termination of this Agreement. In the event that 60 the Property is sold during the term of any lease agreement reached under this Agreement or any carry-over period 61 described herein, Seller agrees to pay Broker any remaining compensation based upon future rental payments at the time 62 of closing and/or any compensation that may be due under the terms of this Listing Agreement.

63 In the event a Buyer is found for said Property during the period above set out, on the terms and at the price specified 64 herein, or for a price and upon terms agreeable to Seller, Seller further agrees to convey said Property by warranty deed 65 to such Buyer, free from all assessments, liens and encumbrances, but subject to all restrictions of record, if any. The 66 compensation payable for the sale of Property is not set in any manner other than between Broker and Seller. Property is 67 offered without regard to race, color, religion, sex, handicap, familial status or national origin. A request from Seller to 68 observe discriminatory requirements in the sale or lease of the Property will not be granted since it is a violation of the 69 law.

70 In the event that a ready, willing, and able Buyer (or Tenant) is produced and a contract results, the Seller is obligated to 71 compensate Broker in the event that Seller unlawfully fails to close or to fulfill lease terms by Seller's breach of the 72 Purchase and Sale Agreement or lease agreement. In the event this occurs, Seller agrees to compensate Broker in an 73 amount equal to the compensation which would have been due and owing Broker had the transaction closed or the lease 74 been fulfilled. Such compensation will be payable without demand. Should the Broker consent to release the Listing 75 prior to the expiration of the term of this Agreement or any extensions, Seller agrees to pay all costs incurred by Broker 76 to market Property or other amount as agreed to by the parties as a cancellation fee, in addition to any other sums that 77 may be due to Broker. Seller agrees to pay all reasonable attorney's fees together with any court costs and expenses 78 which real estate firm incurs in enforcing any of Seller's obligations to pay compensation under this Listing Agreement. 79 The parties hereby agree that all remedies are fair and equitable and neither party will assert the lack of mutuality of 80 remedies as a defense in the event of a dispute.

81 7. RESPONSIBILITIES AND RIGHTS OF THE PARTIES. 82 Broker is hereby granted the authority to advertise this listing on the Internet. Broker is additionally permitted to file this 83 listing with any Multiple Listing Service (MLS) or similar service(s) of which Broker is a member. Seller understands 84 and agrees that by placing the listing on the MLS or these similar services, the listing may be included in a searchable 85 database provided by the MLS or similar service which can be viewed on other agents' websites. Seller also agrees that 86 the listing may also appear on publicly accessible websites sponsored by and/or affiliated with the MLS, the local 87 association of Realtors , or similar listing services and those who lawfully receive listing information from said entities. 88 Broker shall provide timely notice to MLS of status changes, shall use best efforts to produce a Buyer, and may divide 89 compensation with other real estate licensees for cooperation in connection with the sale or lease of the Property. Broker 90 shall offer a cooperative compensation to any agent who is a member participant of any MLS(s) in which Property is 91 listed in the amount of % of Selling Price/monthly rental amount or $ to 92 a Selling Agent or Facilitator (an agent who is representing the interests of and/or is working with the Buyer/Tenant) 93 who is the procuring cause of the transaction. Broker may offer a cooperative compensation to an agent who is not a 94 member participant of the MLS(es) in which the Property is listed. In the event that Broker elects to offer a cooperating 95 compensation to an agent who is not a member participant in the MLS(es) in which the Property is listed, it will be in the 96 amount of % of Selling Price/monthly rental amount or $ to a Selling Agent or 97 Facilitator (an agent who is representing the interests of and/or is working with the Buyer/Tenant) who is the procuring 98 cause of the transaction. In this event, Broker shall notify Seller in writing that a cooperative compensation is being

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99 offered to that nonmember participant agent. Seller will assist Broker in any reasonable way in selling Property and will 100 refer to Broker all inquiries regarding this Property during the term of the Agreement, and any extensions or renewals 101 thereof, and authorizes Broker to provide final sales information to the MLS for the purpose of compiling comparable 102 sales data reports.

103 Broker is authorized to place a real estate sign and lock box on the Property and to remove all other real estate signs; to 104 disseminate the Tennessee Residential Property Condition Disclosure, Disclaimer or Exemption form and the Multiple 105 Listing Profile Sheet as well as the Lead-Based Paint Disclosure form and the Additional Required Residential 106 Disclosures form (F85) (if either is required by law and if such information is not otherwise disseminated); to exhibit 107 said Property to any prospective Buyer; and to have interior/exterior photographs/videos taken, and/or audio recorded for 108 the creation of any advertising materials of said Property to be used and distributed in promoting the sale and to use same 109 to advertise the Property on the Internet or other broadcast media; and to do such advertising as Broker deems 110 appropriate. Seller shall allow the Property to be shown at all reasonable hours and otherwise cooperate with Broker.

111 Seller agrees that Broker is authorized to receive on behalf of Seller all notices, offers, and other documents incidental to 112 the offering and sale of the Property which is covered by this Agreement. Seller agrees that such receipt by Broker may 113 be deemed to be receipt by Seller if such documents so provide or if the law so requires. Seller agrees to keep Broker 114 informed of Seller's whereabouts in order for Broker to promptly forward all such notices, offers and other information 115 to Seller.

116 8. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA") DISCLOSURE. 117 Seller is hereby notified to consult with his/her own closing attorney and tax professional concerning the applicability 118 of the Foreign Investment in Real Property Tax Act ("FIRPTA, which may require tax withholding to be collected 119 from Seller at the Closing of any sale of the Property. Examples of this may include if Seller can be classified as one 120 of the following:

121 Non United States citizen;

122 Non resident alien; or

123 Foreign corporation, partnership, trust, or estate

124 It is Seller's Responsibility to seek independent tax advice prior to any Closing Date regarding such tax matters.

125 9. HOLD HARMLESS AND LIMITATIONS ON BROKER'S AUTHORITY AND RESPONSIBILITY. 126 Seller agrees to carefully review the information on the Multiple Listing Profile Sheet and to complete either the 127 Tennessee Residential Property Condition Disclosure, Disclaimer, or Exemption form and to sign said documents. 128 Seller also agrees to complete the Lead-Based Paint Disclosure and the Additional Required Residential Disclosures 129 form (F85) if required by law and information has not otherwise been disclosed in writing. Seller has not advised Broker 130 and/or his affiliated Licensees (hereinafter "Agents") of any defects in the Property or the improvements located thereon, 131 except as shall be noted on the Multiple Listing Profile Sheet and the Tennessee Residential Property Condition 132 Disclosure, Disclaimer, or Exemption form signed by the Seller. Seller is not aware of any other defect or environmental 133 factor which would affect the value of or structural integrity of improvements on the Property or the health of future 134 occupants. Seller agrees that Seller shall be solely responsible for any misrepresentations or mistakes on the listing data 135 wherein Seller has supplied such information on the attached Multiple Listing Profile Sheet, Tennessee Residential 136 Property Condition Disclosure, Disclaimer, or Exemption form; the Lead-Based Paint Disclosure (if required by law); 137 and/or the Additional Required Residential Disclosures form (F85) (if required by law). Seller further agrees to hold 138 Agents and firm harmless and indemnify them from any claim, demand, action, liability or proceedings resulting from 139 any omission, alleged omission or misrepresentation by Seller on said forms and/or for any material fact that is known or 140 should be known by Seller concerning the Property and that is not disclosed to Agents and to provide for defense costs 141 including reasonable attorney's fee for Agents and firm in such an event. Seller is not aware of any other defect, 142 environmental factors or adverse facts (as defined in Tenn. Code Ann § 62-13-102) concerning the Property.

143 Seller authorizes Broker and/or his affiliated Licensees to conduct key entry showings or "Open Houses" of the Property. 144 Seller additionally authorizes Broker and/or his affiliated Licensees to allow cooperating brokers to conduct key-entry 145 showings of the Property. Seller also authorizes Broker and/or his affiliated Licensees to place a lock box on said 146 Property for the purpose of conducting or allowing cooperating brokers to conduct key-entry showings of this Property. 147 Seller represents that adequate insurance will be kept in force to protect Seller in the event of any damage, losses or 148 claims arising from entry to Property by persons through the above use of the key and agrees to hold Broker, its 149 licensees, salespersons and employees harmless from any loss, theft, or damage incurred as a result of showings or Open 150 Houses thereof.

151 Seller acknowledges and agrees that Broker:

152 A. May show other properties to prospective buyers who are interested in Seller's Property;

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153 13. Is not an expert with regard to matters that could be revealed through a survey, title search, or inspection; for the 154 condition of the Property, any portion thereof, or any item therein; for any geological issues present on the 155 Property; for the necessity or cost of any repairs to Property; hazardous or toxic materials; square footage; 156 acreage; the availability and cost of utilities, septic, or community amenities; conditions existing off the 157 Property that may affect the Property; uses and zoning of Property, whether permitted or proposed; for 158 applicable boundaries of school districts or other school information; proposed or pending condemnation 159 actions involving the Property; the appraised or future value of the Property; termites and wood destroying 160 organisms; building products and construction techniques; the tax or legal consequences of a contemplated 161 transaction; or matters relating to financing, etc. Seller acknowledges that Broker is not an expert with respect 162 to the above matters and is hereby advised to seek independent expert advice on any of these matters which are 163 of concern to Seller;

164 C. Shall owe no duties to Seller nor have any authority to act on behalf of Seller other than what is set forth in this 165 Agreement and the duties contained in the Tennessee Real Estate License Act of 1973, as amended, and the 166 Tennessee Real Estate Commission Rules; and

167 D. May make all disclosures required by law and/or the National Association of Realtors' Code of Ethics.

168 10. EXPERT ASSISTANCE 169 While Broker has considerable general knowledge of the real estate industry and real estate practices, Broker is not an 170 expert in the matters of law, square footage, acreage, home inspections, geological issues, wood destroying organisms, 171 taxation, financing, surveying, structural conditions, hazardous materials, engineering, etc. Client acknowledges 172 Broker's advice to seek professional assistance and advice as needed in these and other areas of professional expertise. 173 If Broker provides names or sources for such advice or assistance, Broker does not warrant or guarantee the services 174 and/or products obtained by Client.

175 11. AGENCY 176 A. Definitions. 177 1. Broker: 178 In this Agreement, the term "Broker" shall mean a licensed Tennessee real estate broker or brokerage firm and 179 where the context would indicate, the Broker's affiliated licensees.

180 2. Designated Agent for the Seller: 181 The individual licensee that has been assigned by his/her Managing Broker and is working as an agent for the 182 Seller or Property Owner in this consumer's prospective transaction, to the exclusion of all other licensees in 183 his/her company. Even if someone else in the licensee's company represents a possible Buyer for this Seller's 184 Property, the Designated Agent for the Seller will continue to work as an advocate for the best interests of the 185 Seller or Property Owner. An agency relationship of this type cannot, by law, be established without a written 186 agency agreement.

187 3. Facilitator/Transaction Broker (not an agent for either party): 188 The licensee is not working as an agent for either party in this consumer's prospective transaction. A Facilitator 189 may advise either or both of the parties to a transaction but cannot be considered a representative or advocate of 190 either party. "Transaction Broker" may be used synonymously with, or in lieu of, "Facilitator" as used in any 191 disclosures, forms or agreements. [By law, any Licensee or company who has not entered into a written agency 192 agreement with either party in the transaction is considered a Facilitator or Transaction Broker until such time 193 as an agency agreement is established.]



202 6. Confidentiality: 203 By law, every licensee is obligated to protect some information as confidential. This includes any information 204 revealed by a consumer which may be helpful to the other party IF it was revealed by the consumer BEFORE 205 the licensee disclosed any agency relationship with that other party. AFTER the licensee discloses that he/she 206 has an agency relationship with another party, any such information which the consumer THEN reveals must be 207 passed on by the licensee to that other party.

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211 1. To diligently exercise reasonable skill and care in providing services to all parties to the transaction.

212 2. To disclose to each party to the transaction any Adverse Facts of which licensee has actual notice or knowledge.

213 3. To maintain for each party in a transaction the confidentiality of any information obtained by a licensee prior to 214 disclosure to all parties of a written agency agreement entered into by the licensee to represent either or both

215 parties in the transaction. This duty of confidentiality extends to any information which the party would

216 reasonably expect to be held in confidence, except for information which the party has authorized for disclosure

217 or information required by law to be disclosed. This duty survives both the subsequent establishment of an 218 agency relationship and the closing of the transaction.

219 4. To provide services to each party to the transaction with honesty and good faith.

220 5. To disclose to each party to the transaction timely and accurate information regarding market conditions that 221 might affect such transaction only when such information is available through public records and when such 222 information is requested by a party.

223 6. To timely account for earnest money deposits and all other property received from any party to a transaction

224 and

225 7. A. To refrain from engaging in self-dealing or acting on behalf of licensee's immediate family, or on behalf of 226 any other individual, organization or business entity in which licensee has a personal interest without prior 227 disclosure of such personal interest and the timely written consent of all parties to the transaction, and

228 B. To refrain from recommending to any party to the transaction the use of services of another individual,

229 organization or business entity in which the licensee has an interest or from whom the licensee may receive 230 a referral fee or other compensation for the referral, other than referrals to other licensees to provide real

231 estate services, without timely disclosure to the party who receives the referral, the licensee's interest in

232 such referral or the fact that a referral fee may be received.

233 C. Duties owed to Client. 234 In addition to the above, the licensee has the following duties to his/her Client if the licensee has become an

235 Agent or Designated Agent in a transaction, pursuant to the Tennessee Real Estate Broker License Act:

236 1. Obey all lawful instructions of the client when such instructions are within the scope of the agency agreement 237 between the licensee and licensee's client; and

238 2. Be loyal to the interests of the client. Licensee must place the interests of the client before all others in

239 negotiation of a transaction and in other activities, except where such loyalty/duty would violate licensee's

240 duties to a customer in the transaction; and

241 3. Unless the following duties are specifically and individually waived in writing by a client, licensee shall assist

242 the client by:

243 A. Scheduling all Property showings on behalf of the client;

244 B. Receiving all offers and counter offers and forwarding them promptly to the client;

245 C. Answering any questions that the client may have in negotiation of a successful purchase agreement

246 within the scope of the licensee's expertise; and

247 D. Advising the client as to whatever forms, procedures and steps are needed after execution of the

248 purchase agreement for a successful closing of the transaction.

249 Upon waiver of any of the duties contained in paragraph 11.C.3., a consumer must be advised in writing by

250 such consumer's agent that the consumer may not expect or seek assistance from any other licensees in the

251 transaction for the performance of said duties.

252 D. Seller's Authorizations. 253 1. Appointment of Designated Agent. Seller hereby authorizes Managing Broker to appoint the Listing Licensee

254 as Designated Agent for the Seller, to the exclusion of any other licensees associated with Broker. A

255 Designated Agent for the Seller can and will continue to advocate Seller's interests in a transaction even if a

256 Designated Agent for the Buyer (other than the licensee below) is also associated with Broker. The Managing

257 Broker hereby appoints

258 to be the Designated Agent to the Seller in this transaction.

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259 2. Appointment of Subsequent Designated Agent. Seller hereby authorizes the Managing Broker, if necessary, 260 to appoint a licensee, other than the licensee named above, as Designated Agent for the Seller, to the exclusion 261 of any other licensees associated with Broker. This shall be accomplished through an amendment to this 262 Agreement, if necessary.

263 3. Default to Facilitator in the event both parties are represented by the same Designated Agent. The

264 Designated Agent shall default to Facilitator status for all showings or transactions involving the same 265 Designated Agent for both the Seller and a prospective buyer, immediately notifying (verbally) the Buyer and

266 the Seller of the need to default to this Facilitator status to be confirmed in writing prior to the execution of the 267 contract. Upon any default to Facilitator status, the former Designated Agent must assume a neutral position 268 and will not be an advocate for either the Seller or any prospective buyers.

269 4. Resumption of Agency Status. In the event that the Designated Agent defaults to a Facilitator status, this 270 Facilitator status will only be temporary. The Facilitator status will only last until any transaction or 271 contemplated transaction in which the parties are all assisted by the same Facilitator is resolved (either because 272 the transaction is closed or the transaction or contemplated transaction between these parties is terminated or not 273 accepted and no further negotiations occur between the parties). At that time, the agent will immediately revert 274 to Designated Agency status for the Seller again.

275 12. EARNEST MONEY. Broker is authorized to accept from Buyer a deposit as earnest money to be applied to the 276 purchase price for the Property. Such deposit is to be held by Broker in an escrow account or forwarded to party 277 authorized to hold said funds as set forth in an executed contract for the purchase, lease, exchange, or option agreement 278 until disbursed in accordance with the terms of said agreement.

279 13. TITLE. Seller warrants he is vested with good marketable title to the Property with full authority to execute this 280 Agreement and to sell the Property. Seller shall convey the Property by a good and sufficient general warranty deed.

281 14. HOME PROTECTION PLAN. 282 ❑ Seller agrees to provide a limited Home Protection Plan at a cost of $ to be funded at closing.

283 Plan company:

284 OR

285 ❑ Home Protection waived.

286 15. OTHER PROVISIONS. 287 A. Binding Effect, Entire Agreement, Modification, and Assignment. This Agreement shall be for the benefit of,

288 and be binding upon, the parties hereto, their heirs, successors, legal representatives and permitted assigns. This 289 Agreement may only be assigned with the written consent of both parties. This Agreement constitutes the sole and

290 entire agreement between the parties hereto and no modification of this Agreement shall be binding unless signed by 291 all parties or assigns to this Agreement. No representation, promise, or inducement not included in this Agreement 292 shall be binding upon any party hereto. Any assignee shall fulfill all the terms and conditions of this Agreement.

293 B. Governing Law and Venue. This Agreement is intended as a contract for the sale of real property and shall be 294 governed by and interpreted in accordance with the laws and in the courts of the State of Tennessee.

295 C. Terminology. As the context may require in this Agreement: (1) the singular shall mean the plural and vice versa; 296 (2) all pronouns shall mean and include the person, entity, firm or corporation to which they relate; (3) the masculine

297 shall mean the feminine and vice versa; and (4) the term day(s) used throughout this Agreement shall be deemed to 298 be calendar day(s) ending at 11:59 p.m. local time unless otherwise specified in this Agreement. Local time shall be 299 determined by the location of Property. In the event a performance deadline occurs on a Saturday, Sunday or

300 legal holiday, the performance deadline shall extend to the next following business day. Holidays as used herein are

301 those days deemed federal holidays pursuant to 5 U.S.C. § 6103.

302 D. Severability. If any portion or provision of this Agreement is held or adjudicated to be invalid or unenforceable for 303 any reason, each such portion or provision shall be severed from the remaining portions or provisions of this

304 Agreement, and the remaining portions or provisions shall be unaffected and remain in full force and effect.

305 E. Fair Housing. Broker and his affiliated Licensees shall provide services without regard to race, color, religion, sex,

306 handicap, familial status, national origin, sexual orientation or gender identity. A request to observe discriminatory

307 practices in the sale, lease, exchange, or option of property will not be granted.

308 16. LEGAL DOCUMENTS. THIS IS AN IMPORTANT LEGAL DOCUMENT CREATING VALUABLE RIGHTS

309 AND OBLIGATIONS. IF YOU HAVE QUESTIONS ABOUT IT, YOU SHOULD REVIEW IT WITH YOUR

310 ATTORNEY. NEITHER THE BROKER NOR ANY AGENT OR FACILITATOR IS AUTHORIZED OR

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at o'clock o am/ o pm Date

Print/Type Name

Address

Phone: Email:

Fax:

311 QUALIFIED TO GIVE YOU ANY ADVICE ABOUT THE ADVISABILITY OR LEGAL EFFECT OF ITS 312 PROVISIONS. BY SIGNING THIS DOCUMENT, YOU ARE CERTIFYING THAT YOU HAVE READ AND 313 ACCEPT THESE TERMS AND ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT.

314 17. CONFIDENTIALITY. Information which Seller authorizes Broker and his affiliated Licensees to disclose which 315 might otherwise be confidential: 316 317 318 319 320

321 18. EXHIBITS AND ADDENDA. All exhibits and/or addenda attached hereto, listed below, or referenced herein are 322 made a part of this Agreement. 323 324 325 326

327 19. SPECIAL STIPULATIONS. The following Special Stipulations, if conflicting with any preceding paragraph, shall 328 control: 329 330 331 332 333 334 335 336 337

338 NOTE: Any provisions of this Agreement which are proceeded by a "o" must be marked if a part of this Agreement.


SELLER/OWNER

SELLER/OWNER

Print/Type Name Print/Type Name

at o'clock o am/ o pm at o'clock o am/ ❑ pin Date Date

Address Address



339

340 341

342 343

344 345

346

347 348

349 350

351 352

353 354

355

356 NOTE: This form is provided by TAR to its members for their use in real estate transactions and is to be used as is. By downloading and/or using this form, you agree and covenant not to alter, amend, or edit said form or its contents except as where provided in the blank fields, and agree and acknowledge that any such alteration, amendment or edit of said form is done at your own risk. Use of the TAR logo in conjunction with any form other than standardized firms created by TAR is strictly prohibited. This form is subject to periodic revision and it is the responsibility of the member to use the most recent available form.

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EXCLUSIVE RIGHT TO SELL LISTING AGREEMENT (Seller Agency)

1 BROKER (listing company):

2 ADDRESS OF COMPANY:

3 OWNER/SELLER ("Client" or "Seller"):

4 ADDRESS OF OWNER/SELLER:

5 In consideration of Broker's Agreement to find a ready, willing, and able Buyer and other valuable consideration, the receipt 6 and sufficiency of which is hereby acknowledged, the undersigned Seller hereby grants Broker the Exclusive Right to Sell 7 the hereinafter described Property in accordance with the following terms and conditions:

8 1. PROPERTY ADDRESS/LEGAL DESCRIPTION: 9 (Address),

10 (City), Tennessee, (Zip), as recorded in 11 County Register of Deeds Office, deed 12 book(s), pages(s), and/or instrument no. and further described as: 13

14 together with all fixtures, landscaping, improvements, and appurtenances, all being hereinafter collectively referred to as 15 the "Property".

16 A. Included as part of the Property (if present): all attached light fixtures and bulbs including ceiling fans; permanently 17 attached plate-glass mirrors; heating, cooling, and plumbing fixtures and equipment; all doors, storm doors and 18 windows; all window treatments (e.g. shutters, blinds, shades, curtains, draperies) and hardware; all wall-to-wall 19 carpet; range; all built-in kitchen appliances; all bathroom fixtures and bathroom mirrors; all gas logs, fireplace 20 doors and attached screens; all security system components and controls; garage door opener and all (at least 21 remote controls; swimming pool and its equipment; awnings; permanently installed outdoor cooking grills; all 22 landscaping and all outdoor lighting; mailbox(es); attached basketball goals and backboards; TV mounting brackets 23 (but excluding flat screen TVs); antennae and satellite dishes (excluding components); and central vacuum systems 24 and attachments.

25

B. Other items that remain with the Property at no additional cost to Buyer: 26 27

28 C. Items that will NOT remain with the Property: 29 30

31 D. Leased Items: Leased items that remain with the Property are (e.g. security systems, water softener systems, etc.): 32 33

34 If leases are not assumable, it will be Seller's responsibility to pay balance.

35 2. THE LISTING PRICE: $ Dollars)

36 3. TERM: LISTING DATE: LISTING EXPIRATION DATE:

37 If a contract to purchase, exchange or lease is signed before this Agreement expires, the term hereof shall continue until 38 final disposition of Purchase and Sale Agreement, exchange agreement, or lease agreement.

39 Carry-Over Clause. Should the Seller contract to sell or exchange, or contract to lease the Property within

40 days after the expiration of this Exclusive Right to Sell Listing Agreement ("Agreement") to any Buyer/Tenant (or 41 anyone acting on Buyer's/Tenant's behalf) who has been introduced to the Property, directly or indirectly, during the 42 term hereof, as extended, the Seller agrees to pay the compensation as set forth below. This includes but is not limited to 43 any introduction or exposure to Property by advertisements or postings appearing in any medium which originated as a 44 result of listing the Property with Broker. This carry-over clause shall not apply if the Property is listed with another

45 licensed real estate broker at the time of such contract.

46 4. POSSESSION OF PROPERTY to be delivered:

rwl .1111%

40 IL

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47 5. TERMS of sale acceptable to Seller (such as FHA, VA, Conventional, etc.): 48

49 6. COMPENSATION. 50 A total of $ , or % compensation based on the total sales price shall be paid by 51 Seller to Broker in readily available funds on the date of closing of Property as evidenced by delivery of warranty deed 52 and payment of purchase price (the "Closing"). In any exchange of the Property, Seller consents to Broker receiving 53 compensation from both parties based upon the value of both properties.

54 In the event that the Property is leased under the terms of this Agreement, Seller agrees to pay a total of 55 , or % compensation based upon the monthly rental amount which shall be 56 paid by Seller to Broker in readily available funds within five business days of rent being due under the terms of said 57 lease. Said compensation shall be paid by Seller to Broker and shall continue for the duration of the lease agreement 58 with compensation being paid to Broker within five business days of rent being due under the terms of the lease. This 59 obligation to pay said compensation shall survive the natural termination of this Agreement. In the event that the 60 Property is sold during the term of any lease agreement reached under this Agreement or any carry-over period described 61 herein, Seller agrees to pay Broker any remaining compensation based upon future rental payments at the time of 62 Closing and/or any compensation that may be due under the terms of this Listing Agreement.

63 In the event a Buyer is found for said Property during the period above set out, on the terms and at the price specified 64 herein, or for a price and upon terms agreeable to Seller, Seller further agrees to convey said Property by warranty deed 65 to such Buyer, free from all assessments, liens and encumbrances, but subject to all restrictions of record, if any. The 66 compensation payable for the sale of Property is not set in any manner other than between the Broker and Seller. 67 Property is offered without regard to race, color, religion, sex, handicap, familial status or national origin. A request 68 from Seller to observe discriminatory requirements in the sale or lease of the Property will not be granted since it is a 69 violation of the law.

70 In the event that a ready, willing, and able Buyer (or Tenant) is produced and a contract results, the Seller is obligated to 71 compensate the Broker in the event that Seller unlawfully fails to close or to fulfill the lease terms by Seller's breach of 72 the Purchase and Sale Agreement or lease agreement. In the event this occurs, Seller agrees to compensate Broker in an 73 amount equal to the compensation which would have been due and owing Broker had the transaction closed or the lease 74 been fulfilled. Such compensation will be payable without demand. Should the Broker consent to release the Listing 75 prior to the expiration of the term of this Agreement or any extensions, Seller agrees to pay all costs incurred by the 76 Broker to market the Property or other amount agreed upon by the parties as a cancellation fee, in addition to any other 77 sums that may be due to the Broker. Seller agrees to pay all reasonable attorney's fees together with any court costs and 78 expenses which real estate firm incurs in enforcing any of Seller's obligations to pay compensation under this Listing 79 Agreement. The parties hereby agree that all remedies are fair and equitable and neither party will assert the lack of 80 mutuality of remedies as a defense in the event of a dispute.

81 7. RESPONSIBILITIES AND RIGHTS OF THE PARTIES. 82 Broker is hereby granted the authority to advertise this listing on the Internet. Broker is additionally permitted to file this 83 listing with any Multiple Listing Service (MLS) or similar service(s) of which Broker is a member. Seller understands 84 and agrees that by placing the listing on the MLS or these similar services, the listing may be included in a searchable 85 database provided by the MLS or similar service which can be viewed on other agents' websites. Seller also agrees that 86 the listing may also appear on publicly accessible websites sponsored by and/or affiliated with the MLS, the local 87 association of Realtors°, or similar listing services and those who lawfully receive listing information from said entities. 88 Broker shall provide timely notice to MLS of status changes, shall use best efforts to produce a Buyer, and may divide 89 compensation with other real estate licensees for cooperation in connection with the sale or lease of the Property. Broker 90 shall offer a cooperative compensation to any agent who is a member participant of any MLS in which Property is listed 91 in the amount of % of Selling Price/monthly rental amount or $ to a 92 Selling Agent or Facilitator (an agent who is representing the interests of and/or is working with the Buyer/Tenant) who 93 is the procuring cause of the transaction. Broker may offer a cooperative compensation to an agent who is not a member 94 participant of the MLS(es) in which the Property is listed. In the event that Broker elects to offer a cooperating 95 compensation to an agent who is not a member participant in the MLS(es) in which the Property is listed, it will be in the

96 amount of % of Selling Price/monthly rental amount or $ to a Selling Agent or 97 Facilitator (an agent who is representing the interests of and/or is working with the Buyer/Tenant) who is the procuring

98 cause of the transaction. In this event, Broker shall notify Seller in writing that a cooperative compensation is being 99 offered to that nonmember participant agent. Seller will assist Broker in any reasonable way in selling Property and will

100 refer to Broker all inquiries regarding this Property during the term of the Agreement, and any extensions or renewals 101 thereof, and authorizes Broker to provide final sales information to the MLS for purpose of compiling comparable sales 102 data reports.

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103 Broker is authorized to place a real estate sign and lock box on the Property and to remove all other real estate signs; to 104 disseminate the Tennessee Residential Property Condition Disclosure, Disclaimer or Exemption form and the Multiple 105 Listing Profile Sheet as well as the Lead-Based Paint Disclosure form and the Additional Required Residential 106 Disclosures form (F85) (if either is required by law and if such information is not otherwise disseminated); to exhibit 107 said Property to any prospective Buyer; and to have interior/exterior photographs/videos taken, and/or audio recorded for 108 the creation of any advertising materials of said Property to be used and distributed in promoting the sale and to use same 109 to advertise the Property on the Internet or other broadcast media; and to do such advertising as Broker deems 110 appropriate. Seller shall allow the Property to be shown at all reasonable hours and otherwise cooperate with Broker.

111 Seller agrees that Broker is authorized to receive on behalf of Seller, all notices, offers, and other documents incidental to 112 the offering and sale of the Property which is covered by this Agreement. Seller agrees that such receipt by Broker may 113 be deemed to be receipt by Seller if such documents so provide or if the law so requires. Seller agrees to keep Broker 114 informed of Seller's whereabouts in order for Broker to promptly forward all such notices, offers and other information 115 to Seller.

116 8. FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA") DISCLOSURE. 117 Seller is hereby notified to consult with his/her own closing attorney and tax professional concerning the applicability 118 of the Foreign Investment in Real Property Tax Act ("FIRPTA") which may require tax withholding to be collected 119 from Seller at the Closing of any sale of the Property. Examples of this may include if Seller can be classified as one 120 of the following:

121 Non United States citizen;

122 Non resident alien; or

123 Foreign corporation, partnership, trust, or estate.

124 It is Seller's Responsibility to seek independent tax advice prior to any Closing Date regarding such tax matters.

125 9. HOLD HARMLESS AND LIMITATIONS ON BROKER'S AUTHORITY AND RESPONSIBILITY. 126 Seller agrees to carefully review the information on the Multiple Listing Profile Sheet and to complete either the 127 Tennessee Residential Property Condition Disclosure, Disclaimer, or Exemption form and to sign said documents. 128 Seller also agrees to complete the Lead-Based Paint Disclosure and the Additional Required Residential Disclosures 129 form (F85) if required by law and information has not otherwise been disclosed in writing. Seller has not advised Broker 130 and/or his affiliated Licensees (hereinafter "Agents") of any defects in the Property or the improvements located thereon, 131 except as shall be noted on the Multiple Listing Profile Sheet and the Tennessee Residential Property Condition 132 Disclosure, Disclaimer, or Exemption form signed by the Seller. Seller is not aware of any other defect or environmental 133 factor which would affect the value of or structural integrity of improvements on the Property or the health of future 134 occupants. Seller agrees that Seller shall be solely responsible for any misrepresentations or mistakes on the listing data 135 wherein Seller has supplied such information on the attached Multiple Listing Profile Sheet, Tennessee Residential 136 Property Condition Disclosure, Disclaimer, or Exemption form; the Lead-Based Paint Disclosure (if required by law); 137 and/or the Additional Required Residential Disclosures form (F85) (if required by law). Seller further agrees to hold 138 Agents and firm harmless and indemnify them from any claim, demand, action, liability or proceedings resulting from 139 any omission, alleged omission, or misrepresentation by Seller on said forms and/or for any material fact that is known 140 or should be known by Seller concerning the Property that is not disclosed to Agents and to provide for defense costs 141 including reasonable attorney's fees for Agents and firm in such event. Seller is not aware of any other defect, 142 environmental factors or adverse facts (as defined in Tenn. Code Ann. § 62-13-102) concerning the Property.

143 Seller authorizes Broker and/or his affiliated Licensees to conduct key-entry showings or "Open Houses" of the 144 Property. Seller additionally authorizes Broker and/or his affiliated Licensees to allow cooperating brokers to conduct 145 key-entry showings of the Property. Seller also authorizes Broker and/or his affiliated Licensees to place a lock box on 146 said Property for the purpose of conducting or allowing cooperating brokers to conduct key-entry showings of this 147 Property. Seller represents that adequate insurance will be kept in force to protect Seller in the event of any damage, 148 losses or claims arising from entry to Property by persons through the above use of the key and agrees to hold Broker, its 149 licensees, salespersons and employees harmless from any loss, theft, or damage incurred as a result of showings or Open 150 Houses thereof.

151 Seller acknowledges and agrees that Broker:

152 (a) May show other properties to prospective buyers who are interested in Seller's Property;

153 (b) Is not an expert with regard to matters that could be revealed through a survey, title search, or inspection; for the 154 condition of the Property, any portion thereof, or any item therein; for any geological issues present on the 155 Property; for the necessity or cost of any repairs to Property; hazardous or toxic materials; square footage;

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156 acreage; the availability and cost of utilities, septic or community amenities; conditions existing off the Property 157 that may affect the Property; uses and zoning of the Property, whether permitted or proposed; for applicable 158 boundaries of school districts or other school information; proposed or pending condemnation actions involving 159 the Property; the appraised or future value of the Property; termites and wood destroying organisms; building 160 products and construction techniques; the tax or legal consequences of a contemplated transaction; or matters 161 relating to financing, etc. Seller acknowledges that Broker is not an expert with respect to the above matters 162 and is hereby advised to seek independent expert advice on any of these matters which are of concern to Seller;

163 (c) Shall owe no duties to Seller nor have any authority to act on behalf of Seller other than what is set forth in this 164 Agreement and the duties contained in the Tennessee Real Estate License Act of 1973, as amended, and the 165 Tennessee Real Estate Commission Rules; and

166 (d) May make all disclosures required by law and/or the National Association of Realtors ® Code of Ethics.

167 10. EXPERT ASSISTANCE. 168 While Broker has considerable general knowledge of the real estate industry and real estate practices, Broker is not 169 expert in the matters of law, square footage, acreage, home inspections, geological issues, wood destroying organisms, 170 taxation, financing, surveying, structural conditions, hazardous materials, engineering, etc. Client acknowledges 171 Broker's advice to seek professional assistance and advice as needed in these and other areas of professional expertise. 172 If Broker provides names or sources for such advice or assistance, Broker does not warrant or guarantee the services 173 and/or products obtained by Client.

174 11. AGENCY. 175 A. Definitions. 176 1. Broker: 177 In this Agreement, the tern-i "Broker" shall mean a licensed Tennessee real estate broker or brokerage firm and 178 where the context would indicate, the Broker's affiliated licensees.

179 2. Agent for the Seller: 180 The Licensee's company is working as an agent for the Property Seller and owes primary loyalty to the Seller. 181 Even if the licensee is working with a prospective Buyer to locate property for sale, rent, or lease, the licensee 182 and his/her company are legally bound to work in the best interests of any Property Owners whose Property is 183 shown to this prospective Buyer. An agency relationship of this type cannot, by law, be established without a 184 written agency agreement.

185 3. Designated Agent for the Seller: 186 The individual licensee that has been assigned by his/her Managing Broker and is working as an agent for the 187 Seller or Property Owner in this consumer's prospective transaction, to the exclusion of all other licensees in 188 his/her company. Even if someone else in the licensee's company represents a possible Buyer for this Seller's 189 Property, the Designated Agent for the Seller will continue to work as an advocate for the best interests of the 190 Seller or Property Owner. An agency relationship of this type cannot, by law, be established without a written 191 agency agreement.

192 4. Facilitator / Transaction Broker (not an agent for either party): 193 The licensee is not working as an agent for either party in this consumer's prospective transaction. A Facilitator 194 may advise either or both of the parties to a transaction but cannot be considered a representative or advocate of 195 either party. "Transaction Broker" may be used synonymously with, or in lieu of, "Facilitator" as used in any 196 disclosures, forms or agreements. [By law, any Licensee or company who has not entered into a written agency 197 agreement with either party in the transaction is considered a Facilitator or Transaction Broker until such time 198 as an agency agreement is established.]



207 7. Confidentiality: 208 By law, every licensee is obligated to protect some information as confidential. This includes any information

209 revealed by a consumer which may be helpful to the other party IF it was revealed by the consumer BEFORE

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210 the licensee disclosed any agency relationship with that other party. AFTER the licensee discloses that he/she 211 has an agency relationship with another party, any such information which the consumer THEN reveals must be 212 passed on by the licensee to that other party.


216 1. To diligently exercise reasonable skill and care in providing services to all parties to the transaction.

217 2. To disclose to each party to the transaction any Adverse Facts of which licensee has actual notice or knowledge.

218 3. To maintain for each party in a transaction the confidentiality of any information obtained by a licensee prior to 219 disclosure to all parties of a written agency agreement entered into by the licensee to represent either or both 220 parties in the transaction. This duty of confidentiality extends to any information which the party would 221 reasonably expect to be held in confidence, except for information which the party has authorized for disclosure 222 or information required by law to be disclosed. This duty survives both the subsequent establishment of an 223 agency relationship and the closing of the transaction.

224 4. To provide services to each party to the transaction with honesty and good faith.

225 5. To disclose to each party to the transaction timely and accurate information regarding market conditions that 226 might affect such transaction only when such information is available through public records and when such 227 information is requested by a party.

228 6. To timely account for earnest money deposits and all other property received from any party to a transaction 229 and

230 7. A) To refrain from engaging in self-dealing or acting on behalf of licensee's immediate family, or on behalf of 231 any other individual, organization or business entity in which licensee has a personal interest without prior 232 disclosure of such personal interest and the timely written consent of all parties to the transaction, and

233 B) To refrain from recommending to any party to the transaction the use of services of another individual, 234 organization or business entity in which the licensee has an interest or from whom the licensee may receive a 235 referral fee or other compensation for the referral, other than referrals to other licensees to provide real estate 236 services, without timely disclosure to the party who receives the referral, the licensee's interest in such referral 237 or the fact that a referral fee may be received.

238 C. Duties owed to Client. 239 In addition to the above, the licensee has the following duties to his/her Client if the licensee has become an 240 Agent or Designated Agent in a transaction, pursuant to the Tennessee Real Estate Broker License Act:

241 I. Obey all lawful instructions of the client when such instructions are within the scope of the agency agreement 242 between the licensee and licensee's client;

243 2. Be loyal to the interests of the client. Licensee must place the interests of the client before all others in 244 negotiation of a transaction and in other activities, except where such loyalty/duty would violate licensee's 245 duties to a customer in the transaction; and

246 3. Unless the following duties are specifically and individually waived in writing by a client, licensee shall assist 247 the client by:

248 A) Scheduling all Property showings on behalf of the client;

249 B) Receiving all offers and counter offers and forwarding them promptly to the client;

250 C) Answering any questions that the client may have in negotiation of a successful purchase agreement within 251 the scope of the licensee's expertise; and

252 D) Advising the client as to whatever forms, procedures and steps are needed after execution of the purchase 253 agreement for a successful closing of the transaction.

254 Upon waiver of any of the above duties contained in subparagraph 11.C.3., a consumer must be advised in writing 255 by such consumer's agent that the consumer may not expect or seek assistance from any other licensees in the 256 transaction for the performance of the above duties.

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257 D. Seller's Authorizations. 258 1. Assignment of Designated Agent. Seller hereby authorizes the Managing Broker to appoint Listing Licensee 259 as the Designated Agent for the Seller, to the exclusion of any other licensee associated with Broker, in the 260 event another licensee affiliated with the Broker represents the Buyer. A Designated Agent for the Seller can 261 and will continue to advocate Seller's interests in a transaction even if an Agent or Designated Agent for the 262 Buyer (other than the Listing Licensee) is also associated with Broker.

263 2. Default to Facilitator. Seller hereby authorizes Broker and Listing Licensee to default to Facilitator status 264 (representing the interests of neither the Seller nor the Buyer) in any Property showings, negotiations, or 265 transactions, in which the Broker may also have a representation agreement with the Buyer who is also being 266 assisted by Listing Licensee. In such event, Agent shall immediately notify (verbally) both the Buyer and the 267 Seller of the need to default to this Facilitator status and notification shall be confirmed in writing prior to the 268 execution of the contract. As a Facilitator, Broker and Broker's licensee may assist the parties and provide 269 information in subsequent negotiations in that transaction. Upon any default to Facilitator status, the Broker 270 and Broker's licensee must assume a neutral position and will not be an advocate for either the Buyer or Seller.

271 3. Resumption of Agency Status. In the event that Broker and Listing Licensee default to a Facilitator status, this 272 Facilitator status will only be temporary. The Facilitator status will only last until any transaction or 273 contemplated transaction in which the parties are all represented by the Facilitator is resolved (either because 274 the transaction is closed or contemplated transaction between the parties is terminated or not accepted and no 275 further negotiations occur between the parties). At that time, the Broker and Listing Licensee shall immediately 276 revert back to their status as Agent for the Seller.

277 12. EARNEST MONEY. Broker is authorized to accept from Buyer a deposit as earnest money to be applied to the 278 purchase price for the Property. Such deposit is to be held by Broker in an escrow account or forwarded to party 279 authorized to hold said funds as set forth in an executed contract for the purchase, lease, exchange, or option agreement 280 until disbursed in accordance with the terms of said agreement.

281 13. TITLE. Seller warrants he is vested with good marketable title to the Property with full authority to execute this 282 Agreement and to sell the Property. Seller shall convey the Property by a good and sufficient general warranty deed.

283 14. HOME PROTECTION PLAN. 284 ❑ Seller agrees to provide a limited Home Protection Plan at a cost of $ to be funded at closing.

285 Plan company:

286 OR

287 ❑ Home Protection waived.

288 15. OTHER PROVISIONS. 289 A. Binding Effect, Entire Agreement, Modification, and Assignment. This Agreement shall be for the benefit of, 290 and be binding upon, the parties hereto, their heirs, successors, legal representatives and permitted assigns. This 291 Agreement may only be assigned with the written consent of both parties. This Agreement constitutes the sole and 292 entire agreement between the parties hereto and no modification of this Agreement shall be binding unless signed by 293 all parties or assigns to this Agreement. No representation, promise, or inducement not included in this Agreement 294 shall be binding upon any party hereto. Any assignee shall fulfill all the terms and conditions of this Agreement.

295 B. Governing Law and Venue. This Agreement is intended as a listing agreement for the sale of real property and 296 shall be governed by and interpreted in accordance with the laws and in the courts of the State of Tennessee.

297 C. Terminology. As the context may require in this Agreement: (1) the singular shall mean the plural and vice versa; 298 (2) all pronouns shall mean and include the person, entity, firm or corporation to which they relate; (3) the masculine 299 shall mean the feminine and vice versa; and (4) the term day(s) used throughout this Agreement shall be deemed to 300 be calendar day(s) ending at 11:59 p.m. local time unless otherwise specified in this Agreement. Local time shall be 301 determined by the location of Property. In the event a performance deadline occurs on a Saturday, Sunday or 302 legal holiday, the performance deadline shall extend to the next following business day. Holidays as used herein are 303 those days deemed federal holidays pursuant to 5 U.S.C. § 6103.

304 D. Severability. If any portion or provision of this Agreement is held or adjudicated to be invalid or unenforceable for 305 any reason, each such portion or provision shall be severed from the remaining portions or provisions of this 306 Agreement, and the remaining portions or provisions shall be unaffected and remain in full force and effect.

307 E. Fair Housing. Broker and his affiliated Licensees shall provide services without regard to race, color, religion, sex, 308 handicap, familial status, national origin, sexual orientation or gender identity. A request to observe discriminatory 309 practices in the sale, lease, exchange, or option of property will not be granted.

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at o'clock o am/ o pm Address

Phone: Email:

Fax: Print/Type Name

Date


SELLER/OWNER SELLER/OWNER

Print/Type Name

at o'clock o am/ o pm at o'clock o am/ El pm Date

Print/Type Name

Date

Address

Address



310 16. LEGAL DOCUMENTS. THIS IS AN IMPORTANT LEGAL DOCUMENT CREATING VALUABLE RIGHTS 311 AND OBLIGATIONS. IF YOU HAVE QUESTIONS ABOUT IT, YOU SHOULD REVIEW IT WITH YOUR 312 ATTORNEY. NEITHER THE BROKER NOR ANY AGENT OR FACILITATOR IS AUTHORIZED OR 313 QUALIFIED TO GIVE YOU ANY ADVICE ABOUT THE ADVISABILITY OR LEGAL EFFECT OF ITS 314 PROVISIONS. BY SIGNING THIS DOCUMENT, YOU ARE CERTIFYING THAT YOU HAVE READ AND 315 ACCEPT THESE TERMS AND ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT.

316 17. CONFIDENTIALITY. Information which Seller authorizes Broker and his affiliated Licensees to disclose which 317 might otherwise be confidential: 318 319

320 18. EXHIBITS AND ADDENDA. All exhibits and/or addenda attached hereto, listed below, or referenced herein are 321 made a part of this Agreement. 322 323 324 325

326 19. SPECIAL STIPULATIONS. The following Special Stipulations, if conflicting with any preceding paragraph, shall 327 control: 328 329 330 331 332 333 334 335

336 NOTE: Any provisions of this Agreement which are proceeded by a "o" must be marked if a part of this Agreement.


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