Section 1 - Purchase and Sale.

Seller agrees to sell and convey (or cause to be conveyed), and Buyer agrees to purchase, the Property described above. Seller may effect conveyance by direct deed from the original owner of record (double close) or by assignment of Seller's rights under the underlying contract, at Seller's election.

Section 2 - Sale Price; Deposit.

The sale price is as stated above, payable at closing by wire transfer. Buyer shall deliver the Non-Refundable Deposit to the Closing Agent within two (2) business days after the Effective Date. The deposit is credited at closing. Except as provided in Section 3, the deposit is non-refundable.

Section 3 - Inspection / Due Diligence.

Buyer is a sophisticated investor and has inspected the Property or has waived inspection. Any inspection period above is the sole and exclusive right of Buyer to terminate. If not exercised in writing within that period, it is deemed waived and the deposit becomes non-refundable for any reason.

Section 4 - Condition; As-Is.

The Property is sold AS-IS, WHERE-IS, with all faults, without warranty of any kind, express or implied, including merchantability, fitness, condition, habitability, square footage, rental income, or investment value.

Section 5 - Title.

Seller shall cause marketable title to be conveyed at closing, free of liens except those of record that do not prevent use as an investment asset. Buyer pays its own owner's title policy and endorsements.

Section 6 - Assignment; Disclosure of Equitable Interest.

Buyer acknowledges Seller may hold only an equitable interest pursuant to an underlying contract with the record owner and may be acting as an assignor or wholesaler. Seller discloses this equitable interest. Buyer accepts on that basis.

Section 7 - Closing.

Closing shall occur on or before the Closing Date at the Closing Agent. Buyer pays all buyer-side closing costs. Seller pays its wholesale fee / net proceeds from its side of the HUD. Taxes pro-rated day-of-closing.

Section 8 - Assignment by Buyer.

Buyer may assign to an affiliated entity under common ownership without Seller consent. Any other assignment requires Seller's prior written consent, not unreasonably withheld.

Section 9 - Default.

If Buyer defaults, Seller retains the deposit as liquidated damages and may pursue specific performance and all other remedies. If Seller defaults, Buyer's sole remedy is return of the deposit.

Section 10 - Governing Law.

Governed by the laws of the state in which the Property lies; venue in that county.

Section 11 - Entire Agreement.

This is the entire agreement. Modifications must be in writing and signed by both parties.

Section 12 - Electronic Signatures.

Parties agree this may be executed electronically under the federal ESIGN Act and applicable state UETA. Electronic signatures have the same legal effect as originals.