Prospectus for 4-20-2015 Hilliard Real Estate Auction, Odessa, MO

LAFAYETTE COUNTY LAND AUCTION

224 Acres M/L Offered in 3 Tracts

Tract 1 64.98 Acres M/L

Township 48N – Range 27W – Sections 9 & 10

Jim & Helen Hilliard

Tract 2 154.34 Acres M/L

Tract 3 Beautiful 2500 sq.ft.

Home on 4.57 acres M/L

MONDAY, APRIL 20, 10:00 AM SALE HELD AT THE FARM 4669 HWY M ODESSA, MO

1.8 MILES SOUTH OF I-70 ON MO HWY M (41 MILE MARKER)

SELLERS:

Helen L Hilliard Trust Betty Hughes Trustee and Mary Emmert For Sale Information Contact

Mike Williams 816-797-5450 www.wheelerauctions.com • mike@wheelerauctions.com mike@wheelerauctions.com

1

Table of Contents Auction Information and Notes........................................................................................................... 4 Auction Terms and Conditions........................................................................................................... 5 Plat Map................................................................................................................................................. 6 Assessors Map..................................................................................................................................... 7 MoDot Ingress/Egress Information..................................................................................................... 7 Tract Map............................................................................................................................................... 8 FSA Map................................................................................................................................................ 9 Tract Descriptions.............................................................................................................................. 10 Hilliard Home Floor Plan.................................................................................................................... 11 Soil Maps and Soil Types.............................................................................................................. 12-15 Photo Gallery................................................................................................................................. 16-20 Auction Sale Contract................................................................................................................... 21-25

2 www.wheelerauctions.com

Hilliard Land Auction

The Helen L. Hilliard Land Auction represents a diversified farming operation that stood the test of time. Jim and Helen Hilliard built and maintained a beautiful property with a superb location and one that contributed to all facets of agriculture and wildlife. Daughters Betty and Mary have elected to liquidate the farm and Wheeler Auctions is honored to be a part of this unique land offering.

The sale is set for Monday, April 20 at the farm’s home 1.8 miles south of I-70 on HWY M. We hope you will join us, exercise your option to purchase all or part of this property and visit with Doug and Betty Hughes and Steve and Mary Emmert. They are proud of this farm’s qualities and look forward to seeing it pass to a new generation of land owners.

Chas & Mike For Sale Information Contact: Wheeler Auction Representative,

Mike Williams • 816-797-5450 mike@wheelerauctions.com • Website: www.wheelerauctions.com SALE DAY CELL PHONES

Chas Wheeler 573-473-2508 Mike Williams 816-797-5450 Charlie Nordwald 636-795-4552 Clint Youse 660-651-4779 Sonny Ketchum 523-721-2021 mike@wheelerauctions.com

3

Auction Information and Notes

SALE DATE AND TIME: Monday, April 20, 2015, at 10:00 a.m.

LOCATION: Sale will be held on the property at the Brick Home. Farm is 3 Miles East of Odessa, MO and 1.8 Miles South of I-70 (41 Mile Marker) on State HWY M. AUCTION PROCEDURE: We will offer Tract 1 of 64.98 acres m/l and Tract 2 of 154.34 acres m/l as CHOICE with the buyer’s option to take either Tract or Both Tracts for the bid price. If only one Tract is chosen then we will open the bidding on the remaining Tract. If the buyer chooses both Tracts then we will proceed to the Home Tract 3 of 4.57 acres m/l. We will not tie the Tracts together. They will stand on their own and the buyer will have that option if they want both tracts. Tracts 1 and 2 will sell by the acre amount and multiplied by the acres in each tract to determine the final selling price. Tract 3 will sell by the total dollar amount. Sale is subject to the confirmation of the bid price by the sellers. NO BUYERS PREMIUM AT THIS AUCTION. What you bid is what you pay. Property sells as is – where is.

CONTRACT: We will write the land sale contracts immediately following the conclusion of the auction.

DOWN PAYMENT: 10% down payment is due at the signing of the contract. YOUR BIDDING IS NOT CONTINGENT UPON FINANCING and the escrow money will be made payable to Mid-West Title Company, Lexington, MO CLOSING: Will take place on or before Wednesday, May 20, 2015 at the office of Mid-West Title Company.

SHOWING: An OPEN HOUSE to view the Home and Land is scheduled for Sunday, March 29, 2015 from 2:00-5:00pm at the farm residence. Feel free to drive or walk to inspect the farm ground on Tract 1 and 2 at your leisure or as field conditions due to moisture permits. Other showings by appointment only. For more information Contact Mike Williams, Wheeler Auctions, 816-797-5450.

POSSESSION: Tract 1 and Tract 2 will have immediate possession to accommodate pasture and row crop production. Tract 3 possession will be given at closing.

2015 TENANT AGREEMENT: A $150 per tillable acre Cash Rent agreement is in place on the current row crop tillable acres for Tract 1 & 2. This agreement is with Mr. Ron Williams, Odessa, MO and is payable to the new buyer or buyers on or before November 15, 2015. Any questions about this agreement should be directed to Mike Williams 816-797-5450. There is no tenant agreement in place for the 2015 pasture and hay ground.

TAXES: The 2014 Taxes are paid by the sellers and the new buyers will be responsible for the 2015 Taxes. The 2014 Lafayette County Taxes consisted of one parcel of 80 acres @ $215.83 and one parcel of the Home, Farmstead and 141 acres @ $2288.34. These tax values will change since we are potentially splitting the farm unlike the current assessors divisions. The Lafayette County assessor is aware of this potential change to the farm and its new owners and will handle those assessed changes.

SURVEY: A survey may be required to exempt the Home, Tract 3 from the current legal description. The acreage involved to obtain this Farmstead Split will produce its own legal description and Parcel. If a Farmstead Split takes place then the Acreage amount in Tract 2 may change from our advertised acreage of 154.34 acres m/l. If that occurs, the buyer of Tract 2 will pay the bid price times the new acreage allocation for Tract 2 to determine the final sale price. We believe any change from our advertised Tract 2 & 3 acreage will be minimal. Survey work, if necessary, will be done by M & M Survey, Mr. Terry McCanless, 816-506-6226, the Lafayette County Surveyor.

OTHER INFORMATION: West Central Electric Utilities – two meters Lafayette County Rural Water District #2 Odessa Public School System FSA Update and Farm Enrollment The 2008 through 2012 Crop Yield History has been submitted and the farm base acres are enrolled in the PLC price protection program for corn and the ARC-CO revenue protection program for Soybeans. These programs are irrevocable through 2018 in accordance with the USDA Farm Program.

CROP HISTORY: 2013 Corn 144 bu/ac 2014 Corn 184 bu/ac

Soybeans 54 bu/ac Soybeans 58 bu/ac

4 www.wheelerauctions.com

Auction Terms and Conditions • Procedure: Property shall be sold Choice for Tracts 1 & 2 and by the acre amount. Buyer will have the option to take either tract or both tracts for the bid price. Tract 3 will be sold by the total dollar amount. We will not tie the tracts together. If you wish to buy the farm in its entirety, you will need to be the winning bidder on all three tracts or take 1 & 2 on your winning bid and then be the winning bidder on Tract 3.

• Down Payment: Ten percent (10%) down payment the day of auction, upon signing a purchase agreement immediately following the close of bidding. The down payment may be paid in the form of personal check, business check, or cashiers check. The remainder of the purchase price is payable at closing within 30 days. YOUR BIDDING IS NOT CONDITIONAL UPON FINANCING be sure you have arranged financing, if needed, and are capable of paying the balance at closing.

• Title: Sellers shall provide and execute a proper deed conveying the real estate to the buyer(s). Seller to pay for title insurance.

• Possession: Possession will be given immediately on Tract 1 & 2 for farming purposes and at closing on Tract 3.

• Real Estate Taxes: The real estate taxes for the year 2014 are paid by the seller. The 2015 taxes are the responsibility of the buyer or buyers.

• Mineral Rights: The sale shall include 100% of the mineral rights owned by the sellers.

• Easements: Sale of the property is subject to any and all easements of record.

• Acreage: All acreage is approximate and has been estimated based on current legal descriptions and / or aerial photos.

• Survey: Any need for a survey shall be determined solely by the sellers. At sellers’ option, sellers shall provide a survey for any parcel where there is no existing legal description or where the tract divisions create new boundaries.

Closing prices shall be adjusted to reflect any difference between advertised and surveyed acres. If a survey is required the survey will be paid for by the seller. With Tract 3 selling by the Total Dollar amount, no adjustment for final acreage determination will take place on that tract.

• Closing: Anticipated closing date shall be on or before Wednesday, May 20, 2015 or on a date mutually agreed upon between the buyer(s) and the sellers conducted at the office of Mid-West Title Company, 545 S HWY 13, Lexington, MO 64067 • Agency: Wheeler Auctions & Real Estate and its representatives are Exclusive Agents for the sellers.

• Disclaimer: The property is being sold on an “as is, where is” basis, and no warranty or representation, either express or implied, concerning the property is made by either the sellers or the auction company. Each bidder is responsible for conducting its own independent inspections, investigations, and all due diligence concerning the property and the auction. Information contained in this brochure is subject to verification by all parties relying on it. Diagrams/dimensions in this brochure are approximate. Acreage is estimated. All information contained in this brochure and any related materials are subject to the terms and conditions of sale outlined in the purchase contract.

Auction conduct and bidding increments are at the sole direction and discretion of the auctioneer. All decisions of the auctioneer are final. The sellers and the Auction Company reserve the right to preclude anyone from bidding if there is a question as to the person’s credentials, fitness, intent, etc.

New Data, Corrections and Changes: Please arrive prior to scheduled auction time to inspect any changes, corrections or additions to the property information. ALL ANNOUNCEMENTS AND INFORMATION GIVEN FROM THE AUCTION PODIUM SHALL TAKE PRECEDENCE OVER PREVIOUSLY PRINTED OR STATED ADVERTISEMENT. mike@wheelerauctions.com

5

PLAT MAP Township 48N - Range 27W - Section 9 & 10

Property location sits on the well maintained blacktop M Hwy, 1.8 miles south of Interstate 70.

6 www.wheelerauctions.com

MO M

Highway M

WEAVER SCHOOL RD.

Weaver School Rd

ASSESSORS MAP

Davis Cre

ek

Modot ingress/egress Vernon Koch - Area MoDot Supervisor Access Notes: - Tract 1 can upgrade or use the existing access location.

- Tract 2 access can be provided off of Route M south of Track 3 and north of Davis Creek. A Permit will be required from MoDOT for the installation of the pipe and driveway. All costs and labor of construction is the land owners. A maintenance fee for the driveway will be required, 5% of the cost of construction will need to be paid at the time the permit is issued. Please contact Vernon Koch at 816-607-2190 or at Vernon.Koch@modot.mo.gov.

- MoDOT also has no objections to the existing access through Tract 3 or via the old vacated road bed just to the north of Tract 2.

- Tract 3 can use the existing driveway to the house. mike@wheelerauctions.com

7

TRACT MAP

8 www.wheelerauctions.com

FSA MAP

1 49 14.

9 1.91 NHEL

8 32.77

RT M N

5 15.71

10 14.89 NHEL

RT M S

3 19.68

6 25.11 NHEL

2 15.5 NHEL

4 10.3

CRD VARNER RD

W

Created: 10/21/2014

Wetland Determination Identifiers &

Restricted Use

# *

Limited Restrictions

) "

Exempt from Conservation Compliance Provisions

Disclaimer: Wetland identifiers do not represent the size, shape or specific determination of the area.

Refer to your original determination (CPA-026 and attached maps) for exact wetland boundaries and determinations, or contact NRCS.

Lafayette County FSA 120 West 19th Street Higginsville, MO 64037 Phone: (660)584-8732

1:7,920 All Measurements are For FSA Programs Only

clu

F

Farm 2544 Tract 1564

mike@wheelerauctions.com

9

TRACT DESCRIPTIONS TRACT 1 consists of 64.96 acres m/l with 32.3 acres in tillable row crops and the balance in pasture, hay and wildlife habitat. This tract lies on the East side of HWY M, and has two ingress/egress road entrances. Tract 1 lays well and has numerous home building sites in addition to fertile soil and wooded intrinsic value. There are no utilities to this tract however they are available and can be placed at the buyer’s discretion. This tract also uniquely lends itself to sub-division possibilities. With half the ground already in row crop production, the income producing capabilities are in place.

TRACT 2 consists of the bulk of the land on the West side of HWY M containing 154.34 acres m/l with FSA calling 101.45 tillable. Currently the row crop acres are 25.11 with the balance in pasture and hay ground. Davis Creek runs down the western edge and turns east to cross HWY M at the south end of the farm. You can conveniently cross the Creek via a County constructed bridge of steel and concrete that became part of this farm when HWY M was revamped and the old county road was abandoned. The pasture has excellent grass and the wildlife that travels Davis Creek are both plentiful and privately accessible. The fences are cattle tight with several stock barns, large cattle barn with electricity, storage trailer, grain bin, and steel corral making up a nice setting. Water is plentiful via stock ponds and the creek (also 7 ponds on property with calf waters on cement slabs). TURN KEY FOR CATTLE THIS SPRING. If necessary, MODOT will grant HWY M roadway access in at least two different locations to Tract 2. Currently, this tract is accessed through the home driveway however no easement for access on the driveway will be offered on the auction. Additional access to Tract 2 is available on the North side of the property along the old abandoned County road that is a part of this property as well. For further explanation on Tract 2 access contact Mike Williams, 816-797-5450. This parcel is suitable for diversified farming and livestock practices and is very special with these high valued options.

TRACT 3 contains the Beautiful Ranch Style all Brick Home and will be surveyed to include the pond on the south of the house if it sells to a separate buyer from Tract 2. The spacious lawn and mature trees on the west side enhance the value of a home built ahead of its time in 1975. It includes oversize rooms, Handicap Accessible, all on one floor living space. The basement is full and the shop tables stay with the home. The garage entrance on the lower level will accommodate a fourth car and special notice should be given to the downstairs fire place for added heating or if the new buyer wishes to conveniently finish the basement.

Prime Location on Blacktop Road - close access to I-70

• 4 bedroom 2 1/2 bath upstairs, stool/shower in basement

• 2 wood burning fireplaces (one upstairs & one in basement)

• Oversize 3 car garage (deeper and wider) 984 sq ft.

• Foundation - sides in basement poured 2 in. thicker than normal

• New roof in 2008, replaced with 30 yr. Timberline shingles

• Kitchen: wood-mode fine custom cabinets

• Inground heat pump - 5 ton unit

• Jet aeration modern sewage treatment system automatically reduces all household sewage to a clear,

odorless liquid in just 24 hours

• Large front and back concrete patio’s 10 www.wheelerauctions.com

Hilliard Home floor plan

mike@wheelerauctions.com

11

SOIL MAPS & SOIL TYPES Hilliard Tract 1 Soil Map

12 www.wheelerauctions.com

mike@wheelerauctions.com

13

Hilliard Tract 2 & 3 Soil Map

PHOTO GALLERY

North pasture and south row crop fenceline on Tract 1

M Hwy entrance to Tract 1

North field entrance capable of accessing Tract 2 from M Hwy

Tract 1 Row Crop

Property lays on both side of Hwy M

Wildlife habitat, pasture, and row crop entrance Tract 1

Tract 2 road frontage and pasture from Hwy M 16 www.wheelerauctions.com

Gated Tract 1 Hwy M entrance

Potential Hwy M accesses to Tract 2 MoDot will grant access from these points if necessary

North fenceline and old Co. Road access to Tract 2 from M Hwy

Nice water structure on Tract 2

Farm has plenty of stock water

Heavy duty corral fence on Tract 2

Calving barn - Tract 2

Tract 2 row crop

No maintenance concrete and steel bridge access to north and south sections of Tract 2

Pasture looking east from Davis Creek farm bridge

Western pasture of Tract 2 mike@wheelerauctions.com

17

Road and bridge to south section of Tract 2

Pasture looking east toward Hwy M & Davis Creek Bridge

Great hunting potential along Davis Creek with row crop and timber on west side of Tract 2

Fishing & stock pond on Tract 3

Outbuildings and good fences on Tract 2

Mature trees on west side of home

Cattle barn with electricity and trailer storage on Tract 2

18 www.wheelerauctions.com

4th car garage and outside entrance to basement

Great room

Great room

Kitchen

Kitchen

Kitchen mike@wheelerauctions.com

19

Large main bath with double vanity

Kitchen Pantry

Master bedroom

Main bath

Kitchen Pantry

Master bedroom

Basement work benches Basement Permanent Shelving 20 www.wheelerauctions.com

Master bedroom walkin closet

Basement Fireplace

AGREEMENT TO PURCHASE REAL ESTATE AT PUBLIC AUCTION THIS AGREEMENT TO PURCHASE REAL ESTATE AT PUBLIC AUCTION (later called the “Agreement”), made and entered into as of this 20th day of April, 2015 by and between: Helen L. Hilliard Trust dated 5-22-2000, Betty Hughes Trustee (collectively later called the “Seller”), and______________ ____________________________________________ ___________________________________ _______________________________________________________ (later called the “Purchaser”), as the highest bidder on the property (as defined in Paragraph 1) at the public auction on this date (the “Auction”), is made subject to the following terms, covenants and conditions: 1. PROPERTY: Seller agrees to sell and Purchaser agrees to purchase tract(s) ____ sold as a total amount and/or tract(s) _ _____ sold on a per acre basis with approximately _______ total acres of real estate situated in Odessa, Missouri. Purchaser hereby acknowledges and understands that the Property is being sold on an “as is where is” basis. Purchaser further acknowledge that this Agreement is not contingent upon financing and that failure to close this transaction on or before May 20, 2015 due to any delay caused by Purchaser shall constitute a forfeiture of the Earnest Money.

2. PURCHASE PRICE: Purchaser agrees to pay to the Seller the total sum of _______________ ____________________________________________ (the “purchase price”). Purchase price is figured from _____________________________________________________________________ _______________________________________________________________________________.

Upon execution of this agreement, the Purchaser will pay by check and not in cash ___________ ______________________________________________ (which amount is equal to ten percent (10%) of the Purchase Price as Earnest Money made payable to and to be held in the escrow account of Mid-West Title Company, Lexington, Missouri, as escrow agent, there under for delivery to the Seller at the time of closing or as otherwise provided for herein.

The balance of the Purchase Price shall be paid by Purchaser to the Seller at closing in cash or form of payment acceptable to the Seller.

3. TITLE: Seller shall furnish Purchaser with an Owners Title Insurance Commitment (Title Commitment), issued by Mid-West Title Company, and paid for by The Sellers. The Title Commitment shall commit the subject title company to issue Purchaser its standard owner’s policy in the amount of the purchase price, showing title to the Property in the name of the Seller. In the event that the Seller is unable to convey the Property in accordance with the terms of this agreement, Purchaser shall elect to either (a) take the Property encumbered with the objectionable exceptions to the title and waive any and all objections thereto without abatement of the Purchase Price, or (b) receive a refund of the Earnest Money, and upon such refund being made, this Agreement shall terminate and be of no further force and effect.

4. SURVEY: If survey is necessary, survey shall be provided at Seller’s expense a new survey reflecting the legal description, acreage and boundary lines for any Tract of the Property where there is no existing legal description or where new boundaries are created by the divisions of Tracts at the Auction. Any need for a survey shall be determined at the sole discretion of the Seller. If a new survey is determined to be necessary by the Seller, the Purchase Price shall be adjusted to reflect any difference between the bid acreage and the surveyed acreage. Purchaser will then have a revised Purchase Price calculated by Multiplying the surveyed acreage by the actual Purchase Price per Acre indicated in Paragraph 2. Tract 3 selling by the total dollar amount will not be impacted by the new acreage determination. Tract 3 will sell by the bid price regardless of the acreage.

mike@wheelerauctions.com

21

5. CLOSING AND POSSESSION: The “Closing” shall take place on or before Wednesday, May 20, 2015, at the office of Mid-West Title Company, Lexington, Missouri, and at a time designated by the Seller and agreed upon by Purchaser. Concurrently with the Closing, Purchaser shall pay to the Seller the Purchase Price, less the Earnest Money as provided for herein. Upon full receipt of the entire Purchase Price by Seller, Seller shall deliver to Purchaser special warranty deeds from each selling entity conveying title in the property to the Purchaser. Purchaser shall pay the charge for recording the Deed. Seller and Purchaser agree to execute any real estate transfer declarations required by the state, county or municipality in which the Property is located. The Seller and Purchaser agree to provide and to execute such further documents as may be necessary or customary to close this Agreement (e.g., Seller Affidavit; FITPTA Affidavit; Organizational documents and closing statement) and equally for closing costs. Purchaser shall be entitled to possession of the property on the Closing date.

6. CASUALTY: Seller will keep the Property and Improvements insured until closing. If the improvements on the property are substantially damaged or destroyed by fire or other casualty prior to closing, then Buyer will have the option of accepting all of the insurance proceeds and proceeding to close this Agreement, or terminating this Agreement. If this Agreement is terminated due to this paragraph then the earnest money will be returned to the Buyer.

7. WARRANTIES: Purchaser acknowledges that Purchaser has been given an opportunity for a full inspection of the property and related information and further acknowledges with respect to this agreement that Purchaser is satisfied in all respects with the condition of the Property and all matters pertaining thereto. Purchaser accepts the Property “as is” and in its present condition with Purchaser assuming risk thereof. Purchaser understands that Seller makes no warranty or representation of any kind, either implied or expressed or arising by particular purpose of the Property or any portion thereof, and in no event shall Seller be liable for consequential damages.

Purchaser acknowledges that Seller has not agreed to perform any work on or about the Property as a condition of Purchaser’s purchase of it.

8. MINERAL RIGHTS: One hundred percent (100%) of the mineral rights owned by Seller with respect to the Property, if any, shall be conveyed to Purchaser at Closing.

9. REAL ESTATE TAXES AND ASSESSMENTS: Real Estate taxes for the calendar year 2015 shall be paid by the Purchaser. Purchaser shall assume and pay real estate taxes for the Property for all periods thereafter.

10. DEFAULT: If Purchaser fails to perform any obligation imposed by this Agreement, Seller may serve written notice of default upon Purchaser and if such default is not corrected within ten (10) days thereafter, then, at the option of the Seller, this Agreement shall terminate and the Seller shall be entitled to retain the Earnest Money paid hereunder as liquidated damages. The foregoing remedy in the event of default is not intended to be the exclusive remedy of Seller, and Seller shall have the right to seek any other remedies available at law or equity, including but not limited to specific performance. Default by Purchaser shall entitle Seller to court costs and reasonable attorney’s fees incurred in enforcing the provision of this Agreement.

In the event of failure of Seller to perform the obligations imposed by this Agreement, Purchaser’s sole remedy hereunder is to terminate this Agreement and receive a refund of the Earnest Money upon similar notice served upon Seller and similar expiration time period.

The Escrow Agent, upon receiving an affidavit from the non-defaulting party stating that this Agreement has been terminated as provided herein, shall be entitled to rely upon such affidavit and shall deliver the earnest money to the non-defaulting party.

22 www.wheelerauctions.com

11. ENVIRONMENTAL: The Purchaser acknowledges that the Seller has not made and hereby disclaims any and all representations and warranties, either express or implied, regarding the environmental condition of the Property. The Purchaser shall rely upon its own independent investigation, inspection, inquiry, analysis, and due diligence to evacuate and ascertain the environmental condition of the Property. The Purchaser has been advised that the Property is being sold “as is, where is” and that Seller is not representing or warranting that the condition of the Property is in accordance or compliance with any past, present, or future federal, state or local environmental laws, regulations, requirements, or standards.

As a matter of corporate policy, Seller makes it a practice to expressly advise any purchaser that the improvements on the Property include materials, which may contain asbestos, and encourages Purchaser to investigate specifically whether asbestos containing materials exist on the Property.

12. PROVISIONS RELATING SPECIALLY TO SELLER/TRUST/ TRUSTEES/ EXECUTOR AND THEIR RESPECTIVE SPECIAL CIRCUMSTANCES: Trustee/Executor Disclaimer. Each fiduciary comprising Seller executes this instrument only in its representative capacity and shall not be bound or obligated hereunder except in such capacity. Purchaser acknowledges and agrees that this Agreement is made by such fiduciaries solely in their fiduciary capacity as described in the signatures affixed hereto, and that such fiduciaries shall not be liable for any breach or any failure to perform any obligation under this Agreement except from assets held in the fiduciary capacity described.

13. PROVISIONS RELATING TO THE AUCTION COMPANY/ AUCTIONEER/BROKERS/ FINDERS/AGENTS: (a) This Agreement is solely between Seller and Purchaser. Wheeler Auctions & Real Estate, L.L.C. (the “Auction Company”) and its licensed auctioneers are employed by the Seller. The Auction Company and its auctioneers shall not be liable for any patent or latent defects or deficiencies existing in the Property, improvements or other appurtenant structures thereon, nor for any information provided to the Purchaser. The Purchaser acknowledges that it has conducted its own independent investigations, inspections, inquiries and due diligence concerning the Property. (b) Commission. Notwithstanding any other provisions of this Agreement, the right to commission, if any, payable to any agent representing either party to this Agreement shall not vest until the transaction is closed, and shall be payable only out of proceeds of closing and said agent shall have equal right to any portion of Earnest Money forfeitures.

14. IRS 1031 TAX EXCHANGE DECLARATION (Optional): It is agreed between the purchaser(s) and seller(s) that a material part of the consideration to the Purchasers for purchasing is that the Purchaser has the option to qualify this transaction as part of a tax-deferred exchange under Section 1031 of the Internal Revenue Code of 1986 as amended.

Sellers agree that Purchaser may assign this Agreement to an exchange intermediary of Purchasers choice. Purchaser agrees that any and all additional expense, if any, shall be borne by Purchaser and Sellers agree to fully cooperate to complete the exchange.

Seller hereunder desires to exchange, for other property of like kind and qualifying use within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended and the Regulations promulgated there under, fee title in the property which is the subject of this Contract. Seller expressly reserves the right to assign its rights, but not its obligations, hereunder to a Qualified Intermediary as provided in IRC Reg. 1.1031(k)-1(g)(4) on or before the closing date.

mike@wheelerauctions.com

23

15. MISCELLANEOUS: (a) Jurisdiction. This agreement shall be construed in accordance with the laws of the State of Missouri. Any provision of this Agreement which is unenforceable or invalid, or the inclusion of which would affect the validity, legality, or enforcement of this Agreement shall be of no effect, but all the remaining provisions of the Agreement shall remain in full force and effect. (b) Entire Agreement. This Agreement contains the entire agreement of the parties and no representations, warranties or agreements have been made by either of the parties except as set forth in this Agreement. (c) Heirs, Successors and Assigns. This Agreement shall ensure to the benefit of and shall be binding upon the Seller and Purchaser and their respective heirs, successors, and permitted assigns, provided, however, that Purchaser may not assign its rights or obligations hereunder without the prior written consent of the Seller. (d) Time is Of the Essence. The time for performance of the obligations of this Agreement is of the essence. (e) Notice. All notices shall be in writing and shall be deemed to have been properly delivered as of the time of delivery if personally delivered or as of the time deposited in the mail systems if sent by United States certified mail, return receipt requested, and postage prepaid.

16. FSA/NRCS: Seller is obligated to maintain (if any) the current FSA Program and Basis on the above listed real estate. Buyer agrees to the division of FSA Program data as a percent of cropland acres per tract. Buyer assumes the responsibility of any and all FSA or NRCS Programs currently in place. Buyer will be required to maintain and comply with FSA regulations of the CRP contract.

17. Tenant Rights: Present tenant’s rights prevail if any.

18. SPECIAL AGREEMENTS (if any): Possession is given immediately on Tract 1 and Tract 2 for farming purposes.

Possession of Tract 3 is given at closing A Tenant agreement of $150 per tillable row crop acre is in place for the 2015 crop year.

Approximately 32.3 acres on Tract 1 and 25.11 acres on Tract 2. This payment in full is due by the tenant to the new purchaser of Tract 1 and Tract 2 on or before November 15, 2015.

There is no tenant agreement for 2015 on the pasture and hay land on Tract 1 or Tract 2.

FSA Update and Farm Enrollment The 2008 through 2012 Crop Yield History has been submitted and the farm base acres are enrolled in the PLC price protection program for corn and the ARC-CO revenue protection program for Soybeans. These programs are irrevocable through 2018 in accordance with the USDA Farm Program.

_______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ 24 www.wheelerauctions.com

IN WITNESS WHEREOF, the parties have executed this Agreement in three counterparts, each of which shall be deemed an original instrument, as of the day, month and year first above written.

SELLERS: PURCHASER: Helen L. Hilliard Trust Dated 05-22-2000

__________________________

____________________________ __________________________

Betty Hughes, Trustee__________ __________________________ 616 NE Pinehurst Lee’s Summit, MO 64064

____________________________ Address____________________

Doug Hughes _______________ __________________________ ____________________________

City, State, Zip______________

Mary Emmert

________________

__________________________

____________________________

Phone _____________________

Steve Emmert __________________________ ____________________________

Email _____________________

Lender Contact ______________ __________________________ Date ________________________

Title Company Contact: Mid-West Title Company - Mr. Craig Williams 545 S Hwy 13 Lexington, MO 64067 Phone 660-259-4631 Email: lafland@earthlink.net or ewilliams@mid-westtitle.com

mike@wheelerauctions.com

25