10-6-2022 Real Estate Auction Info

October 6, 2022 Real Estate Auction Buyers Terms

• The terms and conditions of the auction sale and purchase of the Property shall be governed by the Purchase and Sale Agreement which is attached hereto and made a part hereof. The high bidder at the auction (“Buyer”) will be required to sign the Purchase and Sale Agreement immediately upon the conclusion of the auction.

• FEES: Buyer will pay all closing costs and associated fees.

• EARNEST MONEY DEPOSIT: An earnest money deposit equal to ten (10%) of the purchase price is due and payable within three business days after the conclusion of the auction. The earnest money deposit will be deposited in Henderson Auction’s non -interest-bearing escrow account. The 10% earnest money deposit is payable by cashier’s check. This deposit will be deducted from the Buyer’s settlement total at closing. The 10% deposit is non -refundable if the Buyer fails to close on the Property.

• VIEWING/INSPECTION: The Buyer is responsible to complete inspections/viewing prior to the close of the auction.

• “AS IS, WHERE IS”: The Buyer is purchasing this Property “as is, where is” with no warranties expressed or implied for habitation or development, or fitness for any other purpose.

• POSSESSION: Possession of the Property will be provided to Buyer at closing.

• SURVEY/PROPERTY MAPS/TAXES: The Seller will provide property maps and aerial photos as available.

• REAL ESTATE TAXES: All real estate taxes shall be pro-rated from the auction close.

• CLOSING: Closing under the Purchase and Sale Agreement shall be on a date no later than forty-five (45) days after delivery of insurable title to Buyer. Buyer to pay attorney fees and closing costs. Property is being sold absolute and without reserve.

• BUYER’S PREMIUM: 10% Buyer’s premium shall be add ed to the high bid which will establish the final contract sales price.

Preview by appointment.

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• General Auction Site Policies: When entering any of the auction sites you do this at your own risk. Henderson Auctions is not responsible for any injuries or damage to Property that occurs at the auction site. The Property is sold “as -is/ where- is”, with No Guarantees or Warranties.

• In the event of default by Buyer, Henderson shall offer the Property for sale to the non-winning bidders, in the order of their fina l bids from highest to lowest (“default process”).

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• With the sole exception of the above default process, in the event any of these Buyers Terms are inconsistent with the Real Estate Auction Agreement – Louisiana executed by Henderson and Taylor on or about May 3, 2022, the terms of the Real Estate Auction Agreement shall prevail.

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Purchase And Sale Agreement

1. Agreement to Sell. For the consideration set forth in this Purchase and Sale Agreement ("Agreement"), and subject to its terms and conditions, Seller agrees to sell and convey to Buyer and Buyer agrees to purchase from Seller approximately 133.66+/- acres located near Comanche Dr./Whispering Pines Dr. in the Indian Mound Area, East Baton Rouge Parish, Louisiana, as more particularly described or shown on Exhibit A ("Property"). The "Effective Date" of this Agreement shall be the last date that this Agreement has been executed by both parties. 2. Consideration. The purchase price for the Property shall be a lump sum of ______________________________________and No/100 Dollars ($___________.00) ("Purchase Price"), payable in cash to Seller at Closing, plus Buyer shall pay a Buyer's Premium of 10% of the Purchase Price. The sale of the Property will be made without any warranty of title, or any other warranty or guarantee of any kind. The Property will be sold subject to all restrictions and servitudes of record ("Permitted Encumbrances"). The Property will be sold "as-is, where is" as to the condition of the Property, which is acknowledged by Buyer. At the Closing an Act of Cash Sale in the form and substance of the attached Exhibit B shall be executed by Buyer and Seller. 3. Deposit. Within three days after the conclusion of the Auction at which Buyer was the high bidder, Buyer will deliver to Henderson Auctions ("Escrow Agent") a deposit in the amount of 10% of the Purchase Price to be placed in its non-interest bearing account ("Deposit"). The Deposit shall be paid by delivery of a cashier’s check to Henderson Auctions. The Deposit shall be applied to the Purchase Price at Closing, or in the event Buyer fails to close on the Property, the Deposit is non-refundable and Seller shall be entitled to retain the Deposit without further obligation to Buyer. The Deposit shall be considered earnest money. In the event any litigation should arise between the parties to this Agreement concerning the Deposit, Buyer and Seller agree to hold Escrow Agent harmless from, and indemnify and defend Escrow Agent for, the payment of any costs or other expenses that may be involved in said litigation (including reasonable attorneys' fees), and from and for any and all loss, damage, liability and expense that may be incurred by Escrow Agent arising out of or in connection with its appointment or duties as Escrow Agent, except for gross negligence, willful misconduct or bad faith of the Escrow Agent. In the event of a dispute, Escrow Agent's only obligation shall be to retain or disburse the Deposit as required by the Louisiana Real Estate Commission rules and regulations, or to pay the Deposit into a court of competent jurisdiction. This provision shall be effective without an obligation of Escrow Agent to execute this Agreement. 4. Closing. The closing on the Property and execution of the Act of Cash Sale ("Closing") shall be held in the City of New Orleans, Parish of Orleans, State of Louisiana and shall be on a date no later than forty-five (45) days after delivery of insurable title to Buyer. Property is being sold absolute and without reserve. Possession of the Property will be provided to Buyer at closing. 5. Closing Expenses and Prorations. Seller shall pay the cost of Seller's attorney. Buyer shall pay all costs of its attorneys and all Closing costs, expenses and associated fees. All prorations of ad valorem taxes, other fees or local government charges shall be prorated through the date of

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the auction at which Buyer was the high bidder, and thereafter shall be paid by Buyer. All prorations shall be final at Closing. 6. Risk of Loss. Between the Effective Date and the Closing, the risk of loss of the Property shall belong to Seller. Risk of loss shall be transferred to Buyer on the Closing. 7. Closing Documents. Seller shall execute and deliver at the Closing: (a) the Act of Cash Sale (Exhibit B); and (b) all other reasonable and necessary documentation to close this transaction. The Buyer shall execute and deliver at the Closing: (a) the balance of the Purchase Price plus the 10% Buyer's Premium; and (b) all other reasonable and necessary documentation to close this transaction. 8. Default. In the event Buyer defaults, then Seller may demand specific performance of Buyer's obligations under this Agreement together with the recovery of all damages and expenses incurred by Seller (including reasonable attorneys' fees and broker fees) or declare this Agreement null and void and Buyer shall forfeit his Deposit. These obligations shall survive termination of this Agreement. 9. Miscellaneous. Typewritten and handwritten provisions inserted in this Agreement shall control all printed provisions in conflict therewith, provided that said changes are initialed by both parties hereto. The covenants herein contained shall bind, and the benefits and advantages shall inure to, the respective heirs, executors, administrators and successors of the parties hereto. This Agreement may only be amended or modified in writing executed by both Buyer and Seller or by electronic means or transmissions that reflects the mutual agreement of Buyer and Seller to amend or modify. This Agreement contains the entire agreement between Seller and Buyer and merges all previous understandings of every nature and kind. This Agreement shall be governed by Louisiana law, without regard to conflicts of law principles. This Agreement may not be transferred, assigned, or donated, in whole or in part, by Buyer without the consent of Seller, and any such transfer, assignment or donation shall not release Buyer from its obligations herein. This Agreement may be signed in multiple counterparts and scanned or electronic signatures shall be deemed originals. All obligations to defend, indemnity, and hold harmless as set forth herein shall survive any termination of this Agreement. In the event any of the terms of this Agreement are inconsistent with the Act of Cash Sale (Exhibit B), the terms of the Act of Cash Sale shall prevail. 10. Notice. Any notice, demand or document any party is required or may desire to give to any other party shall be in writing and delivered in person, made by commercial delivery service (such as Federal Express), made by United States registered or certified mail, postage prepaid, return receipt requested, or by email addressed to such party at its address set forth below. Notice shall be effective when received. Buyer and Seller hereby agree that the Louisiana Uniform Electronic Transactions Act shall apply to all notices and transmissions provided by Buyer and Seller in connection with this Agreement. [Signatures on following page]

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IN WITNESS WHEREOF , Seller and Buyer have executed this Agreement effective as of the Effective Date.

SELLER: Taylor Energy Company LLC

Seller’s Address:

_________________________________ By: William Pecue, II, its President

944 St. Charles Ave. New Orleans, LA 70130

Date: ______________________

email: wpecue@taylorenergy.com

BUYER:

Buyer’s Address:

_________________________________ By:_________________________ Date: _______________________

_______________________________ _______________________________ email: __________________________

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EXHIBIT A PROPERTY DESCRIPTION (ATTACHED)

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EXHIBIT B FORM OF ACT OF CASH SALE (ATTACHED)

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ACT OF CASH SALE WITH LIMITED WARRANTY BY TAYLOR ENERGY COMPANY LLC TO [INSERT BUYER]

UNITED STATES OF AMERICA STATE OF LOUISIANA PARISH OF ORLEANS STATE OF LOUISIANA PARISH OF___________

BE IT KNOWN , that on the dates hereinafter set forth, but to be effective as of the ___ day of _____________, 2022 (the “ Effective Date ”), before the undersigned notaries public, duly commissioned and qualified in and for the parish/county and state aforesaid, and in the presence of the undersigned witnesses, personally came and appeared: TAYLOR ENERGY COMPANY LLC, a Louisiana limited liability company (TIN XX XXX______), whose mailing address is 944 St. Charles Avenue, New Orleans, Louisiana 70130, represented herein by and appearing herein through its authorized representative, duly authorized hereto pursuant to an authorization of said company, an original or certified copy of which is attached hereto (the “ SELLER ”); AND [INSERT BUYER APPEARANCE CLAUSE] (the “ BUYER ”) who declared that the SELLER hereby grants, bargains, conveys, transfers, sells, assigns, sets over, abandons, and delivers, WITHOUT ANY WARRANTY OF TITLE except with respect to claims by those persons claiming by, through or under the SELLER and further without any warranty as to condition or other matters, all as more fully set forth in the Waiver of Warranties Provision attached as Addendum A to this Act of Cash Sale With Limited Warranty (this “ Cash Sale ”) and made a part hereof (the “ Waiver of Warranties Provision ”), but with full substitution and subrogation in and to all rights and actions of warranty the SELLER has or may have against all preceding owners and vendors, insofar as the Property (as defined below) is concerned and no further, unto the BUYER , and its successors, heirs and assigns, all and singular that certain immovable property more fully described as follows (the “ Property ”):

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To have and to hold the Property herein conveyed unto the BUYER , the BUYER ’s successors, heirs and assigns, forever. The BUYER hereby appears, accepts and purchases for the BUYER , the BUYER ’s heirs and assigns, and acknowledges due delivery and possession of, all and singular, the Property.

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This Cash Sale is made subject to the permitted encumbrances listed and described on Addendum “B” attached hereto (the “ Permitted Encumbrances ”). Reference to the Permitted Encumbrances is for informational purposes only, shall not interrupt prescription, and shall not be construed as acknowledgement that the Permitted Encumbrances now or have ever affected the Property. This Cash Sale is made and accepted for and in consideration of the price and sum of [INSERT PURCHASE PRICE] DOLLARS cash and other good and valuable consideration paid (the “ Purchase Price ”), which Purchase Price the BUYER has well and truly paid to the SELLER . The SELLER hereby acknowledges the receipt of said Purchase Price and grants full acquittance and discharge therefor. This Cash Sale is made and accepted for adequate and sufficient consideration, recitation of which is omitted at the request of the BUYER and the SELLER . The SELLER hereby acknowledges receipt of the Purchase Price which the BUYER has well and truly paid, and the SELLER hereby waives any resolutory condition and any right to rescind based upon inadequate consideration. The SELLER declared that all ad valorem taxes assessed against the Property by the Parish of _____________, up to and including the year 2021, including any interest and penalties thereon, have been paid, and taxes for 2022 have been prorated as of the date hereof between the SELLER and the BUYER . From and after the date of this Cash Sale, the BUYER shall be responsible for all property taxes and assessments for the Property. In accordance with La. R.S. 9:2721(B) , from and after the date of this Cash Sale, (a) the name of the person responsible for all property taxes and assessments for the Property is the BUYER , and (b) all property tax and assessment notices for the Property should be mailed to the following address: The parties hereto do hereby waive and dispense with the production of any and all certificates and/or researches required by law, including mortgage and conveyance certificates and tax researches, and do hereby relieve and release the undersigned notaries from all liability in connection with the non-production thereof. This Cash Sale may be executed in any number of original counterparts. Each such counterpart shall for all purposes be deemed an original. All such counterparts shall together constitute but one and the same agreement. (Signature Page to Follow) _____________________________ _____________________________ _____________________________

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THUS DONE AND PASSED by the BUYER, on the ______ day of _______________, 2022 in the City of ______________, Parish of __________, State of Louisiana, in multiple originals in the presence of the undersigned competent witnesses, who have hereunto signed their names with the said appearer and me, notary, after due reading of the whole. WITNESSES: BUYER: ______________________________ [INSERT BUYER SIGNATURE BLOCK]

Print Name: ____________________ _______________________________ Print Name:_____________________

NOTARY PUBLIC

Printed Name: __________________________________ Notary or Bar Number: __________________________ My Commission Expires:_________________________

THUS DONE AND PASSED by the SELLER , on the ______ day of __________, 2022 in the City of New Orleans, Parish of Orleans, State of Louisiana, in multiple originals in the presence of the undersigned competent witnesses, who have hereunto signed their names with the said appearer and me, notary, after due reading of the whole. WITNESSES: SELLER: ______________________________ TAYLOR ENERGY COMPANY LLC Print Name: ____________________ a Louisiana limited liability company

_______________________________ Print Name:_____________________

By: _______________________________ Name: _________________________ Title: Authorized Signatory

NOTARY PUBLIC Printed Name: __________________________________ Notary or Bar Number: __________________________ My Commission Expires:_________________________

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ADDENDUM A TO ACT OF CASH SALE WITH LIMITED WARRANTY WAIVER OF WARRANTIES PROVISION

WAIVER OF WARRANTIES PROVISION: This Cash Sale is made WITHOUT ANY WARRANTY OF TITLE except with respect to claims by those persons claiming by, through or under the SELLER, but with full substitution and subrogation in and to all rights and actions of warranty the SELLER has or may have against all preceding owners and vendors, insofar as the Property is concerned and no further. Except as otherwise expressly set forth in this Cash Sale respecting the limited warranties of title, as a material and integral consideration for the execution of this Cash Sale by the SELLER, the BUYER waives and releases any and all warranties whatsoever, either oral or written, express or implied, made by any person or entity, or implied by law, with respect to the condition of the Property including, without limitation, any warranties based on vices or defects in the Property or any improvements or component parts thereof, whether discoverable or latent, known or unknown, easily discoverable or hidden, and including without limitation any claim or cause of action for redhibition pursuant to Louisiana Civil Code Articles 2520 et seq., or for reduction of the Purchase Price pursuant to Louisiana Civil Code Articles 2541 et seq., or for fitness for the BUYER’s ordinary use pursuant to Civil Code Articles 2524 et seq. or for any warranties or claims under Civil Code Article 2475 (ownership, peaceful possession, absence of defects and fitness for intended use), Civil Code Article 2489 (condition), or Civil Code Articles 2500 et seq. (eviction), the BUYER hereby declaring that it is buying the Property at its own peril and risk. The BUYER further assumes the risk of all vices and defects in the Property and all improvements and component parts thereof whether those vices or defects are latent or apparent, known or unknown, easily discoverable or hidden, and including those vices or defects, knowledge of which would deter the BUYER from making this purchase. The BUYER further acknowledges that the BUYER (a) had ample opportunity to fully inspect the Property, (b) has fully examined and inspected the Property prior to the execution hereof, (c) knows and is satisfied with the physical condition of the Property in all respects, including but not limited to any visible or hidden termite infestation or hazardous substances and resultant damage therefrom, (d) is not relying upon any representations, statements or warranties that have at any time been made by the SELLER or the SELLER’s agents as to the physical condition or state of repair of the Property in any respect, (e) accepts the Property “AS IS”, (f) acknowledges that the Purchase Price takes into consideration the condition of the Property, (g) does hereby purchase the Property in its present condition, (h) does hereby purchase the Property subject to any physical encroachments on the Property and any physical encroachments onto adjacent property by improvements located on the Property, and (i) to the fullest extent permitted by law waives and relinquishes any and all rights to void the sale or for a reduction of the Purchase Price on account of some latent or apparent vice or defect in the Property. The BUYER acknowledges that the foregoing

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waivers have been called to the BUYER’s attention and read and explained to the BUYER and that they are material and integral consideration for this Cash Sale. The BUYER further waives and releases the SELLER from any and all claims, causes of action, liens, loss, damage, liabilities, costs and expenses (including reasonable attorneys’ fees, court costs, consultant’s fees, remediation, clean up or other response costs) of any and every kind or character, known or unknown, fixed or contingent, arising in any manner after the date hereof and caused by or resulting from discharges or releases of hazardous materials hereof in violation of the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., as amended; the Comprehensive Environmental Response, Compensation and Liability Act of 1986, 42 U.S.C. §§ 9601 et seq., as amended; the Hazardous Materials Transportation Act, 49 U.S.C § 5101 et seq., as amended; the Clean Water Act, 33 U.S.C. §§ 1251 et seq., as amended; the Clean Air Act, 42 U.S.C. §§7401 et seq., as amended; the Toxic Substances Control Act, 15 U.S.C. §2601 et seq.; or any other applicable federal, state or local laws, rules, ordinances, permits, approvals, orders or regulations, all of the foregoing as they now exist or may subsequently be modified, supplemented or amended. The BUYER shall comply with all such laws, rules, ordinances, permits, approvals, orders or regulations in such a manner as to insure that no liability or claims will be asserted against the SELLER. By signing below, the BUYER hereby acknowledges, represents and warrants that: (i) this Waiver of Warranties Provision has been brought to the BUYER’s attention and explained to the BUYER, (ii) the BUYER has read and is fully aware of this Waiver of Warranties Provision and the significance of same, and the BUYER consulted with legal counsel regarding this Waiver of Warranties Provision or has had the opportunity to consult with legal counsel and freely chose not to do so, (iii) the agreement of the BUYER with and to all of the terms and conditions of this Waiver of Warranties Provision is an integral part of this Cash Sale by the SELLER to the BUYER without which this Cash Sale would not have been entered into by the SELLER, and (iv) the value of the Property reflects, and takes into consideration, this Waiver of Warranties Provision.

[INSERT BUYER SIGNATURE BLOCK]

___________________________________

Date: ______________________________

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