Mississippi Purchase Agreement

Agreement for the Sale and Purchase of Real Estate

The undersigned Sellers agree to sell and the undersigned Buyers agree to buy the herein described property on the terms and conditions stipulated in the following schedule.

1. Property Description:

Lot and part of Lot , located in the southeast corner of and , in the city of , County, Mississippi, as shown in yellow on the plat attached hereto as Exhibit A and more particularly described in Exhibit B attached hereto;

2. PRICE: The purchase price of the property is

$ payable as follows: Cash at closing.

3. CERTAIN COSTS PAID BY:

Discount Points ; Origination Fee ; Loan Title Insurance ; Transfer Fees ; PMI: ; Attorney's Fee Survey ; Appraisal ; Termite Certificate ; Other Closing Costs: .

4. DEPOSIT: Buyers have deposited with Broker the sum of $ cash as earnest money. The same is to be applied to the cash down payment on closing of this transaction. Should Buyers require approval for a specified loan for any part of the purchase price, and after applying therefor in good faith, be unable to secure such loan, then the earnest money shall be returned in full to Buyers. However, should Buyers fail or refuse within five days of this contract to apply for such loan or refuse to diligently pursue loan approval, or fail or refuse within fifteen days after the issuance of a loan commitment, to execute all documents necessary for said loan, Buyers shall be considered in default under the terms of this contract and Sellers shall have such recourse as is delineated in paragraph 13 herein.

5. CLOSING DATE: ; POSSESSION DATE:

6. SPECIAL LIENS: Special Liens against the property shall be paid by Sellers, if any, at closing.

7. CONVEY TITLE TO:

8. HAZARD INSURANCE: New policy to be provided by Buyers at closing.

9. COMMISSION: Sellers of property sold under this contract agree to pay Broker commission on the total purchase price indicated in paragraph 2 hereof, which will be divided as follows:

to listing agency and to selling agency.

10. PRORATION: Property taxes are to be prorated as of the closing date.

11. SPECIAL PROVISIONS:

12. TITLE AND CONVEYANCE: Sellers are to convey title by general warranty deed and provide Buyers with a Certificate of Title prepared by an attorney upon whose Certificate of title insurance may be obtained from a title insurance company qualified to do and doing business in the State of Mississippi. Sellers shall, prior to or at closing, satisfy all outstanding mortgages, deeds of trust and special liens affecting the subject property which are not specifically assumed by Buyers herein. Title shall be good and marketable, subject only to the following items recorded in the Chancery Clerk's office of said County: easements, applicable zoning ordinances, protective covenants and prior mineral reservations; otherwise Buyers, at their option, may:

(a) if defects cannot be cured by designated closing date, cancel this contract, in which case all earnest money deposited shall be returned;

(b) accept title as is; or

(c) if the defects are of such character that they can be remedied by legal action within a reasonable time, permit Sellers such reasonable time to perform the curative work at Sellers' expense.

In the event that the curative work is performed by Sellers, the time specified herein for closing of this sale shall be extended for a reasonable period necessary for such action. Sellers represent that the property may be legally used as zoned and that no government agency has served any notice requiring repairs, alterations or corrections of any existing condition except as stated herein.

13. BREACH OF CONTRACT:

A. In the event of breach of this contract by Buyers, Sellers at their option may either: (1) accept the earnest money deposit as liquidated damages and this contract shall then be null and void, or (2) enter suit in any court of competent jurisdiction for damages, giving credit on said damages for the said earnest money deposit, or (3) enter suit in any court of competent jurisdiction for specific performance. If Sellers accept the earnest money deposit as liquidated damages, or if Sellers litigate for additional damages in any court of law, Broker shall be paid one half (1/2) of the earnest money deposit, and/or damages awarded, but not to exceed the full commission provided for herein. If Sellers succeed in a suit for specific performance, Brokers shall be paid the full commission by Sellers.

B. In the event of breach of contract by Sellers, Buyers at their option may either: (1) accept the return of the earnest money deposit and cancel the contract, or (2) enter suit for damages in any court of competent jurisdiction, or (3) enter suit in any court of competent jurisdiction for specific performance. In the event of breach of contract by Sellers, Brokers shall be paid the full commission by Sellers regardless of any action taken by Buyers.

C. If it becomes necessary to the performance of the conditions of this contract for either party to initiate litigation, then the losing party agrees to pay reasonable attorney's fees and court costs in connection therewith.

14. SURVIVAL OF CONTRACT: All express representations, warranties and covenants contained herein shall survive closing.

15. CONDITION OF PROPERTY AND ACCEPTANCE: Buyers hereby represent that they have personally inspected and examined the above-mentioned premises and all improvements thereon and accept the property in its "as is" and present condition. Buyers hereby acknowledge that unless otherwise set forth in writing elsewhere in this contract neither Broker nor Sellers nor their representatives have made any representations concerning the present or past structural condition of the property. Buyers also hereby agree that they will not hold either Broker or Sellers or their representatives responsible or liable for any present or future structural problems or damages to said property.

16. SELLERS' STATEMENT: Sellers hereby represent that they are not aware of any flooding, foundation or drainage problems with the subject property, or the presence of ureaformaldehyde insulation, radon gas, asbestos-containing material or any form of hazardous material. Sellers further represent that they are not aware of any visible or hidden defects. The offer stated herein is hereby accepted and Sellers agree to sell the herein described property on the terms and conditions set forth herein. Sellers agree to pay Broker a commission for services rendered as set forth in the listing agreement in effect between Sellers and Broker. If Broker collects this commission or any part thereof through legal action, Sellers agree to pay court costs and reasonable attorney's fees. This agreement shall not limit the rights of Broker as set forth in said listing agreement, and said listing agreement is extended through the closing date of this contract or any other renegotiated contract between the parties hereto or their assigns. Sellers hereby acknowledge that they have not received or relied upon any statements or representations regarding the effect of this transaction upon Sellers' tax or legal liability, or the enforceability of any due on sale clauses in any existing loan documents, and agree to hold Broker harmless from any liability with regard to same.

17. RESPONSIBILITY OF BROKER: This instrument contains all of the terms of this sale, and no representations have been made by anyone other than are herein contained. No agent or representative of Broker has any power to make any representations as to the property or any statement, unless and except fully embodied herein in writing. Broker assumes no responsibility for the performance of this contract by either party hereto or for the condition of the subject property.

18. AGREEMENT OF PARTIES: This contract incorporates all prior agreements between the parties, contains the entire and final agreement of the parties, and cannot be changed except by their written consent. Neither party has relied upon any statement or representation made by the other party or the sales representative bringing the parties together not contained herein. Neither party shall be bound by any terms, conditions, oral statement, warranties, or representations not herein contained. Each party acknowledges that he has read and understands this contract. The provisions of this contract shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto. This contract shall be governed by the laws of the State of Mississippi.

19. EXPIRATION OF OFFER: This offer shall expire unless a copy hereof with Sellers' written acceptance is delivered to Buyers by noon