fincher sealed bid sale - gaforester.com

Land and Timber Sealed Bid Prospectus

474.08± Acres

Colquitt County, Georgia

BID DATE – FRIDAY, SEPTEMBER 20, 2013

Sullivan Forestry Consultants, Inc. P.O. Box 467Americus, Georgia 31709T 229-928-4041F 229.255.2091 www.gaforester.com

Sullivan Forestry Consultants, Inc.

The Fincher Tract

The OfferingSullivan Realty, acting as agent for the Estate of Mary A. Fincher, James C. Fincher, Mary Jo Plowden, and Sara Basinger, offers for sale and solicits bids on approximately 474.08± acres of farm, pasture, and timber land known as the Fincher Tract, located in Colquitt County, Georgia. The Fincher Tract represents a premier agricultural and timberland investment opportunity providing a wide range of options for the investor. The property will be offered for sale through a sealed bid process. Bids will be received for the property in any of three ways offered to meet any investment preference:

1) land and timber combined, or

2) timber only, or

3) land only.

Located in the upper coastal plain of central Georgia, the Fincher Tract offers a rare opportunity to purchase a property with substantial pine and hardwood timber, as well as excellent non-irrigated row crop farmland and pasture land.

Please be advised that this invitation to bid does not constitute an invitation to enter onto property of the Sellers. Any unauthorized entry will constitute trespassing. All entry onto the property should be arranged in advance through Bob Riles, who may be contacted at (229) 931.8193 (cell) or 229.928.4041 (office). Entry onto the property will be at the sole risk of the party entering the property, and each such party agrees to indemnify, protect, defend and hold Sellers harmless from and against any and all claims for damages, loss, costs, liability, expense or demands arising from personal injury (including death arising there from), or property damage to any person including, without elimination, the Sellers, and arising or resulting in any way from entry on or presence upon lands of the Sellers, regardless of any negligence of the Sellers which may have contributed in any way to such damage, and the party so indemnifying the Sellers shall reimburse the Sellers for all costs


Sealed Bid Sale - Fincher Tract - Colquitt County, GA 1

and expenses incurred by the Sellers in defending any such claims, including, without limitation, attorney fees.

Property DescriptionThe Fincher Tract is located approximately 2 miles south of Doerun, Georgia (see Appendix A for location maps). The eastern portion of the property has over 4,400 feet of paved road frontage along Doerun - Funston Road. The property is accessed from the Doerun - Funston county paved road and by a county dirt road running from Doerun to the northwest corner of the property. Mill Creek meanders inside the property from north to south for nearly 4,500 feet. The major soil types are Tifton Loamy Sand, Alapaha, and Carnegie Sandy Loam. The timber located on the uplands is good quality mature pine. The timber located in the bottomlands is mixed species with outstanding poplar. Mature stands of pines and hardwoods, creeks and other water sources, as well as natural areas, cropland, and pasture offer a host of investment, agriculture, wildlife management and recreational opportunities. Utility lines traverse the northern, western, and a portion of the southern sections of the property - creating plentiful wildlife openings.

Matters Relating to the Property

Title Information: Title to the property is vested in the estate of Mary A. Fincher, James C. Fincher, Mary Jo Plowden, and Sara Basinger.

Plats or Surveys:The Sellers offer for sale 474.08± acres of land. A plat of the property was prepared by Hurley J. Griffin, registered land surveyor #1024 (Surveyor), dated January 3, 1973 and revised on August 28, 1992. An unofficial copy of the plat is included in this prospectus and the recorded copy can be found in Book 25 Folio 62 of the Colquitt County Clerk of Courts office.

Conservation Use Ad Valorem Tax:The property is in a tax reduction covenant with Colquitt County, Georgia. Approximately one half of the property is in a contract until December 31, 2014 and the other is in a contract until December 31, 2017.



Property Sale:The property will be offered in three combinations - Land only, timber only , and land and timber combined. Any sale of the land will be by the tract and not by the acre.

Agricultural Land: According to the Colquitt County USDA Farm Service Agency the Fincher Tract contains 195.93 acres of non-irrigated cropland and 58.93 acres of pastureland. Both the agricultural land and the pasture land are rented out until December 31, 2013. The successful purchaser will be bound by the terms of the lease agreements. Rents paid for the calendar year 2013 will not be prorated at closing.

Timber Inventory Data:Sullivan Forestry Consultants, Inc., Americus, Georgia (Sullivan Forestry) is in the process of producing a timber inventory for the Sellers. This inventory will be posted on the website (www.gaforester.com) as soon as it is completed. Information concerning timber volumes and timbered acreages is provided solely for the convenience of prospective bidders and is not warranted or guaranteed by the Sellers, Sullivan Realty, or Sullivan Forestry.

Timber Operations: No timber removals have occurred on the property since August 1, 2013, and none are anticipated.

Possession:Possession of the 474.08± acres will be delivered as of the closing date subject to any timber reservation, agricultural leases that expire on December 31, 2013, and any easements of record.

Representations of the Sellers: Although the Sellers believe the information presented in this invitation to bid is factual, no warranty is expressed or implied with respect to such information. The conveyance of this tract will be by General Warranty Deed.

Inquiries: Inquiries concerning the 474.08± acres are to be directed to: Sullivan Realty, P.O. Box 467, Americus, Georgia 31709 Attention: J. Blake Sullivan or Bob Riles (229) 928-4041.



http://www.gaforester.com

http://www.gaforester.com

Brokers: The Sellers have not engaged and do not intend to engage brokers, representatives, or agents in the sale of the 474.08± acres. The Sellers’ sole representative in the sale of the 474.08± acres is Sullivan Realty. No other entity is authorized to solicit bids on behalf of the Sellers. Neither the Sellers or Sullivan Realty will pay a real estate commission.

Bid Date, Notification, and Closing Date:As described in the Instructions to Bidders which follows, offers to purchase the 474.08± acres must be received at the office of Sullivan Realty, Americus, Georgia, no later than 1:00 p.m., EDT, September 20, 2013. Notification and closing date are described in the Instructions to Bidders. The Sellers reserve the right to reject any and all bids in their sole discretion as provided in the Instructions to Bidders.

Other Matters: The property is not leased for hunting for the 2013 / 2014 season.

Instructions to BiddersSealed bids will be accepted on or before 1:00 p.m. EDT, Friday, September 20th, 2013, at the Sullivan Realty office, 1158 U.S. Highway 19 South, Americus, Georgia 31709. Bids should be submitted on a lump sum basis and not by the acre for land or by the ton or other volume measure for the timber. Bids may be submitted in any of the following ways: timber only, land only, or land and timber combined.

• Timber Only (180± acres of pine and hardwood timber) – Prospective buyer will bid on the timber separately. Sellers will convey all merchantable pine and hardwood trees except those located within a Streamside Management Zone along Mill Creek (the “SMZ”) by timber deed. The SMZ’s boundary is marked by Blue Tree Marking paint. Terms of this Timber Only sale (including a map of the SMZ) are set forth in the LUMP SUM TIMBER SALE AGREEMENT form contained in the Appendix. You do not have to submit a bid deposit for a bid on the timber only.

• Land Only (474.08± acres of land) – Prospective buyer will bid on the land separately. Sellers will convey land by general warranty deed subject to timber harvesting operations pursuant to the Timber Deed described above. The terms and conditions for this Land



Only sale are contained in the CONTRACT OF SALE – LAND ONLY SUBJECT TO TIMBER RESERVATION form contained in the Appendix. Bidders need to include a Cashier’s check equal to 5% of the bid made payable to Sullivan Realty Escrow Account.

• Land and Timber Combined (474.08± acres of land including all pine and hardwood timber) – Prospective buyer will bid on the land and all timber combined. Sellers will convey the land and all timber to the successful bidder by general warranty deed pursuant to the terms and conditions contained in the CONTRACT OF SALE – LAND AND TIMBER COMBINED form contained in the Appendix. Bidders need to include a Cashier’s check equal to 5% of the bid made payable to Sullivan Realty Escrow Account.

Sellers reserve the absolute right to reject any and all bids and to withdraw the property from sale at their sole discretion.

All bids must be submitted in writing on the appropriate BID FORM (see Appendix), and verbal bids will not be accepted. Bidders who bid on the timber only may fax bids to 229.255.2094, scan and email to [email protected], mail bids to Sullivan Realty P.O. Box 467, Americus, Georgia 31709 or hand deliver bids to 1158 US Highway 19 South, Americus, Georgia 31709 for receipt prior to the bid opening. Timber only bidders sending fax offers are encouraged to follow up with verbal telephone verification of receipt of any such bids. Note: FedEx and UPS do not deliver to our address. Bidders who bid on the land only or the land and timber combined should mail bids to Sullivan Realty P.O. Box 467, Americus, Georgia 31709 or hand deliver bids to 1158 US Highway 19 South, Americus, Georgia 31709 for receipt prior to the bid opening. Note: FedEx and UPS do not deliver to our address. All bids must be submitted on the appropriate bid form and the bid forms should be accompanied by a Cashier’s check made payable to the Sullivan Realty Escrow Account for 5% of the bid amount.

Neither Sellers nor Sullivan Realty shall be responsible for bids not received due to telephone transmission problems, other electronic or mechanical difficulties, or delivery delays. Sealed envelopes containing the bid along with the bid deposits (Land Only or Land and Timber Combined) should be clearly marked “BID SEPTEMBER 20th – Fincher Tract.”

Once the bid process ends at 1:00 p.m. EDT, Friday, September 20th, 2013, no further bids will be accepted. Bids will not be opened publicly but will be opened within 3 days of



mailto:[email protected]

mailto:[email protected]

bid opening at a private meeting with the Sellers. All bid results will be disclosed to all bidders only after the private meeting between the Sellers and Sullivan Realty and only when the successful bidder(s) have been notified.

Bidders will be notified no later than Wednesday, September 25th, 2013, concerning the status of the bid process. The successful land only or land and timber combined bidder so notified by Sullivan Realty is expected to execute the appropriate CONTRACT OF SALE as specified by Sullivan Realty, and will deliver it to Sullivan Realty no later than Monday, September 30th, 2013. The successful bidder for the timber only will execute the Timber Deed and close on the timber purchase on or before October 28, 2013 . No bid deposit is required for the timber only sale.

Handling of Bids and Closing of Sale: The deposits of all bidders, except the successful bidder(s) will be returned by the Sellers by mail without interest within 10 business days of the opening of the bids. In the interim the deposits will be held in escrow by Sullivan Realty in a non-interest bearing escrow checking account. All bids (timber only, land only, or land and timber combined) will be considered to be legally binding continuing offers until rejected and returned during this 10-day period. The Sellers may accept any of these bids during this 10-day period, should the initial successful bidder default under the conditions set forth in this invitation to bid or the CONTRACT OF SALE. The initial successful bidder will be notified by the Sellers on or before September 25, 2013. It is anticipated that this amount of time may be required to determine the optimum return to the Sellers. Notice will be deemed to be given if (a) delivered to the bidder personally, (b) communicated by telephone, with confirming letter to follow, or (c) given to bidder by letter deposited in U.S. mail, postage prepaid, and addressed as indicated on the bid form. The bid deposit will remain in the Escrow Account of Sullivan Realty pending closing. The closing date is on or before October 28, 2013. The balance of the entire purchase price above the deposit and earnest money must be paid to the Sellers on or before the closing date. Payment of funds and delivery of deed will be accomplished (unless otherwise agreed upon between the parties) in Americus, Georgia, at the offices of Sullivan Realty. Should the balance of the purchase price not be paid, the deposit and earnest money will be retained by the Sellers and applied to Sellers’ damages arising from the breach of the obligation to close the sale



within the time specified and the previously designated successful bidder shall thereafter have no further interest in, or right to purchase the property.

Disclaimer

All information in this prospectus has been developed to provide interested bidders with an overview of the property and should not be relied upon by bidders. The Sellers, its advisors, consultants and employees, including Sullivan Realty and Sullivan Forestry Consultants, Inc., make no representations or warranties, express or implied, as to the accuracy or completeness of the information or as to the property, its condition, boundaries, suitability, land use, timber volumes, acreage, wetlands, or fitness for a particular purpose. Each interested bidder should make their own determination as to timber volumes, timber quality, acreage, access, and federal and state environmental and regulatory constraints relating to the use of the property prior to submitting a final bid. The successful bidders will accept the property in its present condition, AS IS, WHERE IS, with all faults, at closing.



Exhibit "A-1"

BID FORM

LAND ONLY

TO BE SUBMITTED TO:

Estate of Mary A. Fincher, James C. Fincher, Mary Jo Plowden, and Sara Basinger

C/O Sullivan Realty

P.O. Box 467, Americus, Georgia 31709

at bid opening September 20, 2013 at the

Offices of Sullivan Realty, 1158 U.S. Highway 19 South Americus, Georgia

Gentlemen:

The undersigned hereby agrees to purchase approximately 474.08± acres for the amount indicated below:

Land Only:

474.08± Acres $___________________________________________________

Accompanying this bid is a bid deposit of $_______________________________ (five percent of total bid) which will be applied to the purchase price if this bid is accepted. If this bid is not accepted, the bid deposit will be deposited in the escrow account for Sullivan Realty and mailed to the undersigned, without interest, with notice of rejection of the bid within 10 business days of the opening of the bids. It is further understood and agreed that this bid will remain a legally binding and continuing offer during this 10-day period.

The undersigned hereby agrees to hold Sullivan Forestry Consultants, Inc., Sullivan Realty, and Estate of Mary A. Fincher, James C. Fincher, Mary Jo Plowden, and Sara Basinger harmless against any and all brokers' commissions, finders' fees or other compensation payable or alleged to be payable to an intermediary employed or alleged to have been employed by the undersigned with respect to this property and this bid. This indemnity shall apply even though the Land and Timber Sealed Bid Prospectus was sent to a broker, who then advised the bidder of the availability of the property covered by this bid.

The undersigned also certify that they received a copy of the "Land and Timber Sealed Bid Prospectus, 474.08± Acres" and are familiar with the terms and conditions in that document. The undersigned agree that a “CONTRACT OF SALE – LAND ONLY SUBJECT TO TIMBER RESERVATION” in the form included in such package shall be executed and delivered to Estate of Mary A. Fincher, James C. Fincher, Mary Jo Plowden, and Sara Basinger within 3 business days following receipt of notice of bid acceptance and execution copies of said Agreement.



The full names and residences of persons, partners or firms interested in the foregoing bid, as principals, are as follows:

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

No person other than listed above has any interest in this bid and it is in all respects made in good faith and without collusion or fraud.

The undersigned is aware that the Sellers have the right to reject any and all bids in their sole discretion. The land offered for sale is subject to a timber deed.

BIDDER

________________________________________________

(Print firm name or individuals name

By:_______________________________________

Title:_____________________________________

Address:___________________________________

Telephone:___________________



Exhibit "A-2"

BID FORM

TIMBER ONLY

TO BE SUBMITTED TO:


C/O Sullivan Realty




Gentlemen:

The undersigned hereby agrees to purchase all standing merchantable timber located in a portion of land Lot 52 of the 8th Land District of Colquitt County, Georgia labeled as the “SALE AREA” on Exhibit “A to the Lump Sum Timber Sale Agreement” and exclusive of any timber located within the SMZ for the amount indicated below:

Timber Only:

All merchantable timber located within the “SALE AREA” $___________________________________________________

The successful bidder will be notified within 10 days if their bid is accepted. It is further understood and agreed that this bid will remain a legally binding and continuing offer during this 10-day period.

The successful bidder will enter into the “Lump Sum Timber Sale Agreement” found in the prospectus.


The undersigned also certify that they received a copy of the "Land and Timber Sealed Bid Prospectus, 474.08± Acres" and are familiar with the terms and conditions in that document. The undersigned agree that a “Lump Sum Timber Sale Agreement” in the form included in such package shall be executed and delivered to Estate of Mary A. Fincher, James C.



Fincher, Mary Jo Plowden, and Sara Basinger within 3 business days following receipt of notice of bid acceptance and execution copies of said Agreement.


BIDDER

________________________________________________

(Print firm name or individuals name)

By:_______________________________________

Title:_____________________________________

Address:___________________________________

Telephone:___________________



Exhibit "A-3"

BID FORM

LAND AND TIMBER COMBINED

TO BE SUBMITTED TO:


C/O Sullivan Realty




Gentlemen:

The undersigned hereby agrees to purchase one or more of the tracts of approximately 474.08± acres for the amount indicated below:

ALL Land and Timber:

474.08± Acres $___________________________________________________

Accompanying this bid is a bid deposit of $_______________________________ (five percent of total bid) which will be applied to the purchase price if this bid is accepted. If this bid is not accepted, the bid deposit will be deposited in the escrow account for Sullivan Realty and mailed to the undersigned, without interest, with notice of rejection of the bid within 10 business days of the opening of the bids. It is further understood and agreed that this bid will remain a legally binding and continuing offer during this 10-day period.


The undersigned also certify that they received a copy of the "Land and Timber Sealed Bid Prospectus, 474.08± Acres" and are familiar with the terms and conditions in that document. The undersigned agree that a “CONTRACT OF SALE – LAND AND TIMBER COMBINED” in the form included in such package shall be executed and delivered to Estate of



Mary A. Fincher, James C. Fincher, Mary Jo Plowden, and Sara Basinger within 3 business days following receipt of notice of bid acceptance and execution copies of said Agreement.

The full names and residences of persons, partners or firms interested in the foregoing bid, as principals, are as follows:

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

_______________________________________________________________________

No person other than listed above has any interest in this bid and it is in all respects made in good faith and without collusion or fraud.


BIDDER

________________________________________________

(Print firm name or individuals name)

By:_______________________________________

Title:_____________________________________

Address:___________________________________

Telephone:___________________



Exhibit "A-4"

LUMP SUM TIMBER SALE AGREEMENT

STATE OF GEORGIACOUNTY OF COLQUITT

THIS INDENTURE, made this _____ day of September, 2013, by and between James C. Fincher Jr., Mary Jo Plowden and Sara Basinger, and the Estate of Mary A. Fincher, Party of the First Part, hereinafter referred to as Sellers, and ___________________, Party of the Second Part, hereinafter referred to as Buyer.

W I T N E S S E T H:

That the Sellers for and in consideration of the sum of Dollars ($___________) plus other good and valuable consideration, do hereby grant, bargain, sell and convey unto Buyer, successors and assigns, all merchantable trees of every kind, size and description, situated on property located within the “Sale Area” and is more particularly shown on the attached map labeled Exhibit “A” to the Timber Sale Agreement, which is made part of this contract by express reference. Said lands lying in a portion of Land Lot 52 in the 8th Land District, Colquitt County, Georgia.

Sellers have retained Sullivan Forestry Consultants, Inc. to act as their agent during this harvesting operation. Buyer will work with the employees of Sullivan Forestry Consultants, Inc. in placing roads and logging ramps.

The Sellers agree that they will pay and discharge all taxes and assessments levied and assessed on the land for 2013 and the trees growing thereon. This agreement shall inure to the benefit and be binding upon the party hereto, its heirs, administrators, successors, and assigns.

The Buyer agrees to cut and remove or cause to be cut and removed said bargained trees during a period commencing on the date of this agreement and ending on February 28, 2015 at midnight (12:00 AM). The Buyer shall have the right of total and uninterrupted ingress and egress over and across said described property for the purpose of cutting and removing of said bargained trees and the right and privilege of using or causing to be used such machinery and equipment as it shall determine to be necessary or expedient to use for such purposes.

Buyer agrees to use existing roads when possible and to leave said roads in as good a condition as prior to the initiation of this agreement, normal wear and tear excepted. Buyer shall have the right to construct roads through the property as needed for the removal of said trees. However, the new logging roads will be constructed to minimize the impact on the row crop land and the pasture land. The Buyer understands that all logging and loading decks will be within



the sale area. The Buyer agrees to work closely with Seller’s agent, Sullivan Forestry Consultants, Inc., to locate logging roads and decks.

The Sellers agree that during the term of this agreement they will not cut or permit anyone else to remove any trees from the above described premises.

All the rights and privileges vested in the Buyer by this indenture shall be freely assignable by it, by way of pledge or otherwise, and in such event freely enjoyed and exercised by such assignee or assignees but on the same terms and provisions, however, Buyer will remain liable to the Sellers for all Buyer's obligations hereunder.

The Sellers warrant their respective unencumbered fee simple title to all of said lands and appurtenances, its unqualified and respective right to so dispose of said trees, and quiet and peaceable enjoyment of said lands upon the terms and provisions hereof and shall and will forever warrant and defend said title and rights herein above granted against the claims of any and all persons whomsoever.

Buyer agrees to remove all tops and logging debris from all fences, roads, firebreaks, streams, fields, or other open areas. Trash, bottles, cans or other debris must be placed in appropriate containers, and not discarded or disposed of in any way on Seller’s property. Buyer agrees to cut and remove all timber in the sale area in accordance with the Georgia “Best Management Practices for Forestry.”

Buyer agrees to use reasonable precaution to avoid damage to the fences, roads, firebreaks, crops, and other improvements located upon the real estate herein described. Buyer agrees that in the event it or its agents or employees shall damage such fences, roads, firebreaks, crops or other improvements, that it shall reasonably compensate Sellers therefore, or repair the same to the original condition at the election of Sellers.

Buyer agrees to do all things reasonable and proper and everything in its power to prevent and suppress all forest fires on or threatening the above-described land.

Buyer shall hold the Sellers harmless against any damages which may be caused by the negligence of buyer, its servants, agents, employees, or contractors, in any operation in connection with cutting and removing the timber herein sold. The Buyer is an independent contractor, and as such, will pay all obligations incurred by it for labor, insurance and other expenses incurred by it in cutting and hauling and otherwise dealing with the timber removal, and Buyer agrees to save Sellers harmless from all claims, liens, payments for damage and expenses or expenditures made in connection with the performance of this agreement by the buyer. Buyer agrees to carry workman's compensation insurance, if applicable, on all of its employees.



In the event of any dispute between Sellers and Buyer arising out of the terms and conditions of this agreement and the performance of either party there under, Sellers and Buyer agree to accept the decision of an arbitration board of three (3) members. One member shall be selected by the Sellers, and one by the Buyer, and the third member shall be selected by the first two arbiters appointed. The arbiters must reach an agreement within thirty (30) days after the appointment of an arbiter by the Sellers and Buyer.

All the terms and provisions hereof shall be fully binding upon the successors and assigns of the Sellers and Buyer and shall inure to the benefit of the successors and assigns of Sellers and Buyer.

Estate of Mary A. Fincher

By: W. Warren Plowden, Jr., Executor

Signed, sealed, and deliveredin the presence of:

Witness

Notary PublicMy commission Expires:

Tax ID Number: 46-6842719 Tax Parcel: C010 044, C010 044A, C010 044B



(LS) James C. Fincher, Jr.

Signed, sealed, and delivered in the presence of:

Witness


! ! ! ! ! ! Tax ID Number: Tax Parcel: C010 044, C010 044A, C010 044B

(LS) Mary Jo PlowdenSigned, sealed, and delivered in the presence of:

Witness Notary PublicMy commission Expires:

Tax ID Number: Tax Parcel: C010 044, C010 044A, C010 044B



(LS) Sara BasingerSigned, sealed, and delivered in the presence of:

Witness


Tax ID Number: Tax Parcel: C010 044, C010 044A, C010 044B

, Buyer

By: ____________________________________ Its: ____________________________________Signed, sealed, and delivered in the presence of:

Witness




Exhibit “A to the Lump Sum Timber Sale Agreement”

Fincher TractExhibit "A to the Lump Sum Timber Sale Agreement"

Colquitt County, Georgia+/- 180 Wooded Acresµ

1 inch = 660 feet


LegendStand_Type

SMZ - OUT - Blue Tree Marking Paint denotes the boundarySALE AREA



Exhibit “A-5”

CONTRACT OF SALE – LAND WITH TIMBER RESERVATION This Contract of Sale (“Contract”) is made and entered into by and between James C. Fincher Jr., Mary Jo Plowden & Sara Basinger, and the Estate of Mary A. Fincher (hereinafter referred to as “SELLERS”), and (“BUYER”).

1. Conveyance. In consideration of the mutual covenants contained herein, SELLERS agree to sell and convey and BUYER agrees to purchase and take title to, upon the terms herein set forth, all that tract or parcel of real estate containing approximately 474.08 acres, more or less, located in Colquitt County, Georgia, and being more particularly described in “Exhibit “A” to the CONTRACT OF SALE – LAND WITH TIMBER RESERVATION” attached hereto and made a part hereof, together with all rights, improvements, privileges and easements appertaining thereto (the “Real Property”).

2. Purchase Price and Payment.

(a) The total purchase price for the Real Property shall be sum of Dollars ($ ) (“Purchase Price”). BUYER has paid the sum of Dollars ($ ) as earnest money (“Earnest Money”) to be applied as part payment of the Purchase Price at the Closing. The balance of the Purchase Price shall be paid by attorney’s escrow check, cashier’s check or by Bank wire funds transfer (Fedwire System) at the Closing as described in paragraph 5.

(b) The Earnest Money shall be deposited with SULLIVAN REALTY (“Broker”), who will hold and disburse the Earnest Money in accordance with the terms and provisions of this Contract.

(c) This is a sale in gross and not a sale by the acre of land. There is no warranty of acreage and there shall be no adjustment in the Purchase Price for any acreage discrepancies.

3. Disclaimer; Waiver.

(a) Any documents, cruises, compilations, timber inventories, surveys, plans, specifications, reports and studies made available to BUYER by SELLERS, their BROKER, or their agents or representatives (collectively the “SELLER PARTIES”) are provided as information only. SELLERS have not made, do not make, and have not authorized anyone else to make any representation as to: (i) the existence or non-existence of access to or from the Real Property or any portion thereof; (ii) the number of acres in the Real Property; (iii) the volume,



type, condition or quality of timber on the Real Property or logging conditions or feasibility; (iv) the location of the Real Property or any portion thereof within any floodplain, flood prone area, watershed or the designation of any portion of the Real Property as “wetlands”; (v) the volume, type, condition or quality of minerals on the Real Property; (vi) the availability of railroad, water, sewer, electrical, gas or other utility services; (vii) the environmental conditions or requirements of the Real Property; (viii) the stability of soils; (ix) the condition of any building structure or improvements on the Real Property; or (x) the suitability of the Real Property for any purpose. SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION ANY WARRANTY RELATING TO THE CONDITION OF THE REAL PROPERTY, ITS SUITABILITY FOR BUYER'S PURPOSES OR THE STATUS OF THE PROPERTY'S MAINTENANCE OR OPERATION. SELLERS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE REAL PROPERTY MAY BE USED FOR ANY PURPOSE WHATSOEVER.

(b) BUYER expressly acknowledges that: (i) SELLERS have not made any representations or warranties whatsoever concerning the Real Property or any matters pertaining to the Real Property; and (ii) in entering into this Contract, BUYER is not relying on any such representations or warranties.

(c) BUYER has examined and inspected or shall fully examine and inspect the Real Property and become thoroughly familiar with the title, condition, status and suitability of the Real Property. Unless BUYER terminates this Contract by reason of any right to do so under this Contract, BUYER is willing to and BUYER shall purchase the Real Property and SELLERS shall sell the Real Property “AS IS, WHERE IS, with all faults” at the Closing.

(d) BUYER, for itself and its successors and assigns, hereby waives and releases SELLERS from any and all contractual, statutory, common law, and/or other liabilities, obligations, claims or causes of action, known or unknown, that BUYER or its successors and assigns may be entitled to assert against SELLERS arising in whole or in part of, or relating or connected in any way to, the condition of the Real Property including, but not limited to, any such liabilities, obligations, claims or causes of action based in whole or in part upon any applicable federal, state or local environmental law, rule or regulation or the environmental condition of the Real Property.

4. Timber Reservation. SELLERS shall reserve in the General Warranty Deed ownership of and the rights to harvest and remove all pine and hardwood (merchantable and premerchantable) trees on the Real Property (except those located inside the Streamside Management Zone shown on Exhibit “B” attached hereto) for a period from the date of Closing until February 28, 2015 (Midnight). SELLERS further reserve unto themselves and their successors and assigns, full rights of ingress and egress to the Real Property to harvest the reserved timber. BUYER acknowledges that: (i) SELLERS



intend to harvest the reserved timber, (ii) all harvesting operations will be conducted according to state best management practices, and (iii) BUYER is not relying on any comments, remarks or discussions by SELLERS or their agents as to the condition of the Real Property following completion of harvesting activities. During the timber reservation BUYER will fully pay all ad valorem taxes when due and payable. Should BUYER fail to pay the ad valorem taxes when due for 2014 until February 28, 2015 then the SELLERS shall have the right to pay them on behalf of BUYER. Buyer agrees not to contest any default and and agrees that SELLERS can collect the taxes paid plus SELLERS’ attorney fees, court costs and any out of pocket expenses.

5. Closing. The consummation of the purchase and sale transaction contemplated herein (the “Closing”) shall take place at a the office of Sullivan Realty located at 1158 US Highway 19 South, Americus, Georgia, or at a mutually agreeable place on or before 5:00 p.m. (local time) October 28, 2013 (the “Closing Date”).

6. Deed of Conveyance. At the Closing, SELLERS shall deliver a General Warranty Deed conveying to BUYER title to the Real Property, containing the disclaimer and release provisions contained in paragraph 3 and warranting title against the claims of all persons claiming by, through or under SELLERS, but against none other; the conveyance and the foregoing warranty being subject to the following (collectively, the “Permitted Exceptions” to said warranty):

(a) liens for taxes, assessments and other governmental charges which are not yet due and payable as of the Closing;

(b) all land use (including environmental and wetlands), building and zoning laws, regulations, codes and ordinances affecting the Real Property;

(c) all easements, rights-of-way, licenses and other such similar encumbrances of record;

(d) all existing public and private roads and streets and all railroad and utility lines, pipelines, service lines and facilities;

(e) all encroachments, overlaps, boundary line disputes, shortages in area, parties in possession, cemeteries and burial grounds and other matters not of record which would be disclosed by an accurate survey.

(f) all oral leases for cropland and pasture for the calendar year 2013; and

(g) all conservation use covenants issued for reductions in ad valorem taxes in favor of Colquitt County, Georgia.



7. Prorations and Expenses. All real estate ad valorem taxes for the calendar year of closing shall be prorated as of the Closing Date. SELLERS shall pay for any Georgia property transfer taxes and will prepare the Deed. BUYER shall pay all costs of recording. BUYER shall pay when due (and indemnify and hold SELLERS harmless from) all taxes, assessments and penalties (including any which may be attributable or allocable to periods prior to the Closing) resulting from any change made or caused by BUYER in the use or classification of the Real Property after the Closing.

8. Title Search. BUYER shall bear the expense of searching title and the full cost of any title insurance premiums including extended coverage or endorsements, if any. BUYER shall have fifteen days (15) from the Date of this Contract in which to search title to the Real Property and in which to furnish SELLERS with a written statement of any title objections other than the Permitted Exceptions which materially adversely affect the use or enjoyment of the Real Property. If BUYER fails to furnish such title objection statement within said 15-day period, BUYER will be deemed to have waived any objections to title to the Real Property. If SELLERS are unable or unwilling to cure the objections, this Contract shall be null and void and any Earnest Money paid shall be refunded to BUYER and, except as expressly provided to the contrary in this Contract, SELLERS and BUYER shall have no further rights, duties, obligations or liabilities under this Contract, or BUYER may waive such defects and proceed to the Closing without a reduction in the Purchase Price.

9. Farm and Pasture Leases. Leases for the cropland and for the pasture land run through and terminate on December 31, 2013. Farms will have full use of the cropland and pasture land as well as existing pond and creek water during the term of the leases.

10. Casualty Loss. If, prior to the Closing, the value of the Real Property is materially impaired by fire, casualty, act of God or exercise of eminent domain powers, BUYER shall have the right to terminate this Contract by giving written notice to SELLERS in which case the Earnest Money shall be refunded to BUYER and, except as expressly provided to the contrary in this Contract, SELLERS and BUYER shall have no further rights, duties, obligations or liabilities under this Contract.

11. Real Estate Commission. BUYER acknowledges that SELLERS are represented by BROKER and confirms that adequate disclosure of such representation was provided prior to the execution hereof. If and when the sale and conveyance of the Real Property closes in accordance with the terms and provisions hereof, a real estate commission may be due to BROKER, which amount shall be paid by SELLERS. SELLERS and BUYER represent and warrant, each to the other, that, except as expressly set forth in this paragraph, no other party is entitled, as a result of the actions of SELLERS or BUYER, as the case may be, to a real estate commission or other fee resulting from the execution of this Contract or the sale and conveyance herein contemplated, and SELLERS and BUYER hereby indemnify and hold each other



harmless from and against any and all costs, damages or expenses (including reasonable attorney's fees) incurred or paid as a result of any breach of the foregoing representation and warranty by the indemnifying party.

12. Default. In the event of default by SELLERS in its obligations hereunder, SELLERS’ liability shall be limited to the return of the Earnest Money. In the event of default by BUYER, BUYER agrees that BROKER shall deliver the Earnest Money to SELLERS as liquidated damages as SELLERS’ sole remedy. BUYER and SELLERS agree that the Earnest Money is a reasonable amount for liquidated damages sustained by SELLERS upon default by BUYER because of the uncertainty in ascertaining actual damages.

13. Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be deemed properly given on a date personally delivered by messenger service, overnight courier service or telecopy (facsimile) transmission, or three (3) days after same is deposited with the United States Postal Service by registered or certified mail, postage prepaid, return receipt requested, to the parties at the following address or telecopy/facsimile numbers:

If to SELLERS: Mr. W. Warren Plowden, Jr. Jones Cork & Miller LLP P.O. Box 6437 Macon, Georgia 31208-6437 Fax: (478) 743-9609

With a copy to: Sullivan Realty P.O. Box 467 Americus, Georgia 31709 Attn: Blake Sullivan Fax: (229) 255-2094

If to BUYER: {Buyer's street address} {Buyer's city, state, zip} Attn: {Buyer's name or Contact person} Phone: {Buyer's phone number} Fax: {Buyer's fax number}

14. Actions of SELLERS. SELLERS agree and covenants that upon and following the execution of this Contract and until Closing of the purchase contemplated herein, SELLERS shall not, without the prior written consent of BUYER, grant easements, leases, rights-of-way or servitudes, or grant or convey any portion of the Real Property,



or in any way encumber the Real Property in a manner inconsistent with the rights and interests to be acquired by BUYER.

15. Attorneys’ Fees. If either party hereto is required to retain an attorney to enforce any provision of this Contract, whether or not a legal proceeding is commenced, the substantially prevailing party shall be entitled to reasonable attorneys’ fees regardless of whether at trial, on appeal, in any bankruptcy proceeding, in an arbitration or without resort to suit.

16. Invalidity. In the event any provision of this Contract is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof.

17. Legal Relationships. The parties to this Contract execute the same solely as SELLERS and a BUYER. No partnership, joint venture or joint undertaking shall be construed from these presents, and except as herein specifically provided, neither party shall have the right to make any representation for, act on behalf of, or be liable for the debts of the other. All terms, covenants and conditions to be observed and performed by either of the parties hereto shall be joint and several if entered into by more than one person on behalf of such party, and a default by any one or more of such persons shall be deemed a default on the part of the party with whom said person or persons are identified. No third party is intended to be benefited by this Contract.

18. Assignment; Successors. Buyer may not sell, transfer, assign, pledge or encumber its interest in this Contract without the prior written consent of SELLERS. A purported sale, transfer, assignment, pledge or encumbrance in violation of this paragraph shall be null and void and of no force or effect. Subject to the restrictions contained herein, the rights and obligations of the Sellers and Buyer shall inure to the benefit of and be binding upon their respective estates, heirs, executors, administrators, successors, successors-in-trust and assigns..

19. Time. Time is of the essence of this Contract and whenever a date or time is set forth in this Contract, the same has been entered into and formed a part of the consideration for this Contract.

20. Possession. Possession of the Real Property shall be granted to BUYER at the Closing subject to the oral leases for the pasture and crop land and the timber reservation.

21. Cooperation. Each of the parties shall perform all such other acts and things and execute such other and further documents as may be necessary to carry out the intent and purposes of this Contract.



22. Interpretation. Both parties have reviewed this Contract and each party has had the opportunity to consult with independent counsel with respect to the terms hereof and has done so to the extent that such party desired. No stricter construction or interpretation of the terms hereof shall be applied against either party as the drafter hereof.

23. Counterparts. This Contract may be executed in counterparts, each of which shall be deemed to be an original instrument. All such counterparts together shall constitute a fully executed Contract.

24. Organization and Authority. SELLERS and BUYER represent and warrant to the other that (i) each has the full right, power and authority to execute this Contract and perform their respective obligations under this Contract, and (ii) the execution and delivery of this Contract has been duly authorized, and no further action or approval is required to cause this Contract to be valid, binding and enforceable against the respective party in accordance with its terms.

25. Survival. The covenants, agreements, indemnities, representations and warranties contained in this Contract shall survive the Closing and delivery and recording of the general warranty deed or the termination for any reason of this Contract.

26. Complete Agreement. This Contract contains the entire agreement of the parties and there are no representations, inducements or other provisions other than those expressed in writing. All changes, additions, or deletions hereto must be in writing and signed by all parties.

27. Governing Law. This Contract shall be construed and enforced in accordance with the laws of Georgia in which the Real Property is located.

IN WITNESS HEREOF, BUYER and SELLERS have signed this Contract and also agree that the Date of this Contract shall be the date the SELLERS execute this Contract as indicated below.

BUYER:

By: Its: Date of Execution: , 2013



SELLERS:


By: W. Warren Plowden, Jr., Executor Date of Execution: , 2013

(LS)James C. FincherDate of Execution: , 2013 ____________________________________ (LS)Mary Jo PlowdenDate of Execution: , 2013

____________________________________ (LS)Sara BasingerDate of Execution: , 2013

Fincher Sealed Bid Sale.pages



Exhibit “A” to the CONTRACT OF SALE – LAND WITH TIMBER RESERVATION

REAL PROPERTY LEGAL DESCRIPTIONFincher Tract

All that tract or parcel of land containing in aggregate 474.08 acres, more or less, in Colquitt County, Georgia more particularly described according a plat titled “Property of J.C. and Mary Fincher” made by Hurley J. Griffin, Georgia Registered Land Surveyor #1024, dated January 3, 1973 and revised on August 28, 1992. Said plat recorded in Book 25, Folio 62 in the Office of the Clerk of the Superior Court for Colquitt County, Georgia,



Exhibit “A-6”

CONTRACT OF SALE – LAND AND TIMBER COMBINED

This Contract of Sale (“Contract”) is made and entered into by and between James C. Fincher Jr., Mary Jo Plowden and Sara Basinger, and the Estate of Mary A. Fincher (hereinafter referred to as “SELLERS”), and (“BUYER”).

1. Conveyance. In consideration of the mutual covenants contained herein, SELLERS agree to sell and convey and BUYER agrees to purchase and take title to, upon the terms herein set forth, all that tract or parcel of real estate containing approximately 474.08 acres, more or less, located in Colquitt County, Georgia, and being more particularly described in “Exhibit “A” to the CONTRACT OF SALE - LAND AND TIMBER COMBINED” attached hereto and made a part hereof, together with all rights, improvements, privileges and easements appertaining thereto (the “Real Property”).

2. Purchase Price and Payment.

(a) The total purchase price for the Real Property shall be sum of Dollars ($ ) (“Purchase Price”). BUYER has paid the sum of Dollars ($ ) as earnest money (“Earnest Money”) to be applied as part payment of the Purchase Price at the Closing. The balance of the Purchase Price shall be paid by attorney’s escrow check, cashier’s check or by Bank wire funds transfer (Fedwire System) at the Closing as described in paragraph 5.

(b) The Earnest Money shall be deposited with SULLIVAN REALTY (“BROKER”), who will hold and disburse the Earnest Money in accordance with the terms and provisions of this Contract.

(c) This is a sale in gross and not a sale by the acre of land. There is no warranty of acreage and there shall be no adjustment in the Purchase Price for any acreage discrepancies.

3. Disclaimer; Waiver.

(a) Any documents, cruises, compilations, timber inventories, surveys, plans, specifications, reports and studies made available to BUYER by SELLERS, BROKER, or their agents or representatives (collectively the “SELLERS”) are provided as information only. SELLERS have not made, do not make, and have not authorized anyone else to make any representation as to: (i) the existence or non-existence of access to or from the Real Property or any portion thereof; (ii) the number of acres in the Real Property; (iii) the volume, type, condition or quality of timber on the Real Property or logging conditions or feasibility; (iv) the location of the Real Property or any portion thereof within any floodplain, flood prone area,



watershed or the designation of any portion of the Real Property as “wetlands”; (v) the volume, type, condition or quality of minerals on the Real Property; (vi) the availability of railroad, water, sewer, electrical, gas or other utility services; (vii) the environmental conditions or requirements of the Real Property; (viii) the stability of soils; (ix) the condition of any building structure or improvements on the Real Property; or (x) the suitability of the Real Property for any purpose. SELLERS HEREBY EXPRESSLY DISCLAIM AND NEGATE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE REAL PROPERTY, INCLUDING WITHOUT LIMITATION ANY WARRANTY RELATING TO THE CONDITION OF THE REAL PROPERTY, ITS SUITABILITY FOR BUYER'S PURPOSES OR THE STATUS OF THE PROPERTY'S MAINTENANCE OR OPERATION. SELLERS DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE REAL PROPERTY MAY BE USED FOR ANY PURPOSE WHATSOEVER.

(b) BUYER expressly acknowledges that: (i) SELLERS have not made any representations or warranties whatsoever concerning the Real Property or any matters pertaining to the Real Property; and (ii) in entering into this Contract, BUYER is not relying on any such representations or warranties.

(c) BUYER has examined and inspected or shall fully examine and inspect the Real Property and become thoroughly familiar with the title, condition, status and suitability of the Real Property. Unless BUYER terminates this Contract by reason of any right to do so under this Contract, BUYER is willing to and BUYER shall purchase the Real Property and SELLERS shall sell the Real Property “AS IS, WHERE IS, with all faults” at the Closing.

(d) BUYER, for itself and its successors and assigns, hereby waives and releases SELLERS from any and all contractual, statutory, common law, and/or other liabilities, obligations, claims or causes of action, known or unknown, that BUYER or its successors and assigns may be entitled to assert against SELLERS arising in whole or in part of, or relating or connected in any way to, the condition of the Real Property including, but not limited to, any such liabilities, obligations, claims or causes of action based in whole or in part upon any applicable federal, state or local environmental law, rule or regulation or the environmental condition of the Real Property.

4. Closing. The consummation of the purchase and sale transaction contemplated herein (the “Closing”) shall take place at a the office of Sullivan Realty located at 1158 US Highway 19 South, Americus, Georgia, or at a mutually agreeable place on or before 5:00 p.m. (local time) October 28, 2013 (the “Closing Date”).

5. Deed of Conveyance. At the Closing, SELLERS shall deliver a General Warranty Deed conveying to BUYER title to the Real Property, containing the disclaimer and release provisions contained in paragraph 3 and warranting title against the claims of all persons claiming by, through or under SELLERS, but against none other; the



conveyance and the foregoing warranty being subject to the following (collectively, the “Permitted Exceptions” to said warranty):

(a) liens for taxes, assessments and other governmental charges which are not yet due and payable as of the Closing;

(b) all land use (including environmental and wetlands), building and zoning laws, regulations, codes and ordinances affecting the Real Property;

(c) all easements, rights-of-way, licenses and other such similar encumbrances of record;

(d) all existing public and private roads and streets and all railroad and utility lines, pipelines, service lines and facilities;

(e) all encroachments, overlaps, boundary line disputes, shortages in area, parties in possession, cemeteries and burial grounds and other matters not of record which would be disclosed by an accurate survey;

(f) all oral leases for cropland and pasture for the calendar year 2013; and

(g) all conservation use covenants issued for reductions in ad valorem taxes in favor of Colquitt County, Georgia.

6. Prorations and Expenses. All real estate ad valorem taxes for the calendar year of closing shall be prorated as of the Closing Date. SELLERS shall pay for any Georgia property transfer taxes and will prepare the Deed. BUYER shall pay all costs of recording. BUYER shall pay when due (and indemnify and hold SELLERS harmless from) all taxes, assessments and penalties (including any which may be attributable or allocable to periods prior to the Closing) resulting from any change made or caused by BUYER in the use or classification of the Real Property after the Closing.

7. Title Search. BUYER shall bear the expense of searching title and the full cost of any title insurance premiums including extended coverage or endorsements, if any. BUYER shall have fifteen days (15) from the Date of this Contract in which to search title to the Real Property and in which to furnish SELLERS with a written statement of any title objections other than the Permitted Exceptions which materially adversely affect the use or enjoyment of the Real Property. If BUYER fails to furnish such title objection statement within said 15-day period, BUYER will be deemed to have waived any objections to title to the Real Property. If SELLERS are unable or unwilling to cure the objections, this Contract shall be null and void and any Earnest Money paid shall be refunded to BUYER and, except as expressly provided to the contrary in this Contract, SELLERS and BUYER shall have no further rights, duties, obligations or liabilities under



this Contract, or BUYER may waive such defects and proceed to the Closing without a reduction in the Purchase Price.

8. Farm and Pasture Leases. Leases for the cropland and for the pasture land run thru and terminate on December 31, 2013. Farms will have full use of the cropland and pasture land as well as existing pond and creek water during the term of the leases.

9. Casualty Loss. If, prior to the Closing, the value of the Real Property is materially impaired by fire, casualty, act of God or exercise of eminent domain powers, BUYER shall have the right to terminate this Contract by giving written notice to SELLERS in which case the Earnest Money shall be refunded to BUYER and, except as expressly provided to the contrary in this Contract, SELLERS and BUYER shall have no further rights, duties, obligations or liabilities under this Contract.

10. Real Estate Commission. BUYER acknowledges that SELLERS are represented by BROKER and confirms that adequate disclosure of such representation was provided prior to the execution hereof. If and when the sale and conveyance of the Real Property closes in accordance with the terms and provisions hereof, a real estate commission may be due to BROKER, which amount shall be paid by SELLERS. SELLERS and BUYER represent and warrant, each to the other, that, except as expressly set forth in this paragraph, no other party is entitled, as a result of the actions of SELLERS or BUYER, as the case may be, to a real estate commission or other fee resulting from the execution of this Contract or the sale and conveyance herein contemplated, and SELLERS and BUYER hereby indemnify and hold each other harmless from and against any and all costs, damages or expenses (including reasonable attorney's fees) incurred or paid as a result of any breach of the foregoing representation and warranty by the indemnifying party.

11. Default. In the event of default by SELLERS in its obligations hereunder, SELLERS’ liability shall be limited to the return of the Earnest Money. In the event of default by BUYER, BUYER agrees that BROKER shall deliver the Earnest Money to SELLERS as liquidated damages as SELLERS’ sole remedy. BUYER and SELLERS agree that the Earnest Money is a reasonable amount for liquidated damages sustained by SELLERS upon default by BUYER because of the uncertainty in ascertaining actual damages.

12. Notices. Any notice required or permitted to be given hereunder shall be in writing and shall be deemed properly given on a date personally delivered by messenger service, overnight courier service or telecopy (facsimile) transmission, or three (3) days after same is deposited with the United States Postal Service by registered or certified mail, postage prepaid, return receipt requested, to the parties at the following address or telecopy/facsimile numbers:



If to SELLERS: Mr. W. Warren Plowden, Jr. Jones Cork & Miller LLP P.O. Box 6437 Macon, Georgia 31208-6437 Fax: (478) 743-9609

With a copy to: Sullivan Realty P.O. Box 467 Americus, Georgia 31709 Attn: Blake Sullivan Fax: (229) 255-2094

If to BUYER: {Buyer's street address} {Buyer's city, state, zip} Attn: {Buyer's name or Contact person} Phone: {Buyer's phone number} Fax: {Buyer's fax number}

13. Actions of SELLERS. SELLERS agree and covenants that upon and following the execution of this Contract and until Closing of the purchase contemplated herein, SELLERS shall not, without the prior written consent of BUYER, grant easements, leases, rights-of-way or servitudes, or grant or convey any portion of the Real Property, or in any way encumber the Real Property in a manner inconsistent with the rights and interests to be acquired by BUYER.

14. Attorneys’ Fees. If either party hereto is required to retain an attorney to enforce any provision of this Contract, whether or not a legal proceeding is commenced, the substantially prevailing party shall be entitled to reasonable attorneys’ fees regardless of whether at trial, on appeal, in any bankruptcy proceeding, in an arbitration, or without resort to suit.

15. Invalidity. In the event any provision of this Contract is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of any other provision hereof.

16. Legal Relationships. The parties to this Contract execute the same solely as SELLERS and a BUYER. No partnership, joint venture or joint undertaking shall be construed from these presents, and except as herein specifically provided, neither party shall have the right to make any representation for, act on behalf of, or be liable for the debts of the other. All terms, covenants and conditions to be observed and performed by either of the parties hereto shall be joint and several if entered into by more than one person on behalf of such party, and a default by any one or more of such persons shall be



deemed a default on the part of the party with whom said person or persons are identified. No third party is intended to be benefited by this Contract.

17. Assignment; Successors. Buyer may not sell, transfer, assign, pledge or encumber its interest in this Contract without the prior written consent of SELLERS. A purported sale, transfer, assignment, pledge or encumbrance in violation of this paragraph shall be null and void and of no force or effect. Subject to the restrictions contained herein, the rights and obligations of the Sellers and Buyer shall inure to the benefit of and be binding upon their respective estates, heirs, executors, administrators, successors, successors-in-trust and assigns.

18. Time. Time is of the essence of this Contract and whenever a date or time is set forth in this Contract, the same has been entered into and formed a part of the consideration for this Contract.

19. Possession. Possession of the Real Property shall be granted to BUYER at the Closing subject to the oral leases for the pasture and crop land.

20. Cooperation. Each of the parties shall perform all such other acts and things and execute such other and further documents as may be necessary to carry out the intent and purposes of this Contract.

21. Interpretation. Both parties have reviewed this Contract and each party has had the opportunity to consult with independent counsel with respect to the terms hereof and has done so to the extent that such party desired. No stricter construction or interpretation of the terms hereof shall be applied against either party as the drafter hereof.

22. Counterparts. This Contract may be executed in counterparts, each of which shall be deemed to be an original instrument. All such counterparts together shall constitute a fully executed Contract.

23. Organization and Authority. SELLERS and BUYER represent and warrant to the other that (i) each has the full right, power and authority to execute this Contract and perform their respective obligations under this Contract, and (ii) the execution and delivery of this Contract has been duly authorized, and no further action or approval is required to cause this Contract to be valid, binding and enforceable against the respective party in accordance with its terms.

24. Survival. The covenants, agreements, indemnities, representations and warranties contained in this Contract shall survive the Closing and delivery and recording of the general warranty deed or the termination for any reason of this Contract.



25. Complete Agreement. This Contract contains the entire agreement of the parties and there are no representations, inducements or other provisions other than those expressed in writing. All changes, additions, or deletions hereto must be in writing and signed by all parties.

26. Governing Law. This Contract shall be construed and enforced in accordance with the laws of Georgia in which the Real Property is located.

IN WITNESS HEREOF, BUYER and SELLERS have signed this Contract and also agree that the Date of this Contract shall be the date the SELLERS execute this Contract as indicated below.

BUYER:

By: Its: Date of Execution: , 2013



SELLERS:


By: W. Warren Plowden, Jr., Executor Date of Execution: , 2013

(LS)James C. FincherDate of Execution: , 2013 ____________________________________ (LS)Mary Jo PlowdenDate of Execution: , 2013

____________________________________ (LS)Sara BasingerDate of Execution: , 2013



Exhibit “A” to the CONTRACT OF SALE – LAND AND TIMBER COMBINED

REAL PROPERTY LEGAL DESCRIPTIONFincher Tract

All that tract or parcel of land containing in aggregate 474.08 acres, more or less, in Colquitt County, Georgia more particularly described according a plat titled “Property of J.C. and Mary Fincher” made by Hurley J. Griffin, Georgia Registered Land Surveyor #1024, dated January 3, 1973 and revised on August 28, 1992. Said plat recorded in Book 25, Folio 62 in the Office of the Clerk of the Superior Court for Colquitt County, Georgia,



Exhibit “B-1” - General Location Map

Fincher TractGeneral Location Map

Colquitt County, Georgia+/- 474.08 Acresµ

1 inch = 20,833 feet


LegendFincher Boundary



Exhibit “B-2” - Street Map

Fincher TractStreet Map

Colquitt County, Georgia+/- 474.08 Acres

Sources: Esri, DeLorme, NAVTEQ, USGS, Intermap, iPC, NRCAN, Esri Japan,METI, Esri China (Hong Kong), Esri (Thailand), TomTom, 2012

µ1 inch = 1,250 feet


LegendFincher Boundary



Exhibit “B-3” - Stand Map Overlaid on 2010 CIR Imagery

Fincher TractStand map overlaid on 2010 CIR Imagery

Colquitt County, Georgia+/- 474.08 Acresµ

1 inch = 660 feet


LegendStand map



Exhibit “B-4” - Stand Map with Acres

Fincher TractStand map

Colquitt County, Georgia+/- 474.08 Acres

80 Ac.

84.7 Ac.60.8 Ac.

48.3 Ac.

41.5 Ac.

30.7 Ac.

23.7 Ac.21.1 Ac.

16.6 Ac.

16.1 Ac.

11.7 Ac.

11.7 Ac. 5.3 Ac.

4.7 Ac.

5.4 Ac.

3.1 Ac.

2.9 Ac.

2.2 Ac.

1 Ac.

1.1 Ac.

0.7 Ac.

0.5 Ac.0.2 Ac.

µ1 inch = 660 feet


Legend

Stand_TypeCroplandHomesitePasture

PondSMZScrubUtilityWoodland



Exhibit “B-5” - Plat of Survey



fincher sealed bid sale - gaforester.com

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