Below is the DEPOSIT AND OBLIGATION AGREEMENT for this auction that is to be completed by each Successful Bidder at the close of bidding. By proceeding in the process of registering for this auction, Bidders acknowledge and accept the below terms found in the following DEPOSIT AND OBLIGATION AGREEMENT Seller Statewide Auction Company, not individually but solely in its capacity as court-appointed referee ("Statewide") in connection with Consolidated Case No. 230700720 (the "Case") in the Second Judicial District Court in and for Davis County, State of Utah (the "Court"). Bidder (All information is required) Name: _______________________ Street Address: _______________________ City: _______________________ State: _______________________ Zip Code: _______________________ Telephone No.: _______________________ E-mail: _______________________ This Deposit and Obligation Agreement ("Agreement") is made and entered into this ___ day of ___________, 2024, by and between the Statewide and the Bidder stated above, and together Statewide and Bidder are the "Parties." This Agreement governs the public sale of the real property described below (the "Auction"). RECITALS A. Statewide has been directed to sell by public auction one parcel of land in Davis County, Utah and a second parcel of land in Weber County, Utah (the "Property" or "Properties"). The Property is more particularly described and acknowledged in the document attached hereto as Exhibit 1. B. Statewide is the court-appointed referee of the Case of Rob Haertel, personally and as Trustee of the Rob Haertel Inc. 401k Profit Sharing Plan, Plaintiff v. Alma Hansen, personally and as Trustee of the Primary Source Lending LLC, 401k Profit Sharing, Defendant. In the Ruling and Order Granting Motion to Appoint Statewide Auction Company as Referee (the "Referee Order"), the Court appointed Statewide as Referee and Commence Sale Proceedings of the Properties, with respect to each Property separately and under supervision of the Court. C. Any sale of the Property is subject to Court approval. The Property shall be sold "AS IS, WHERE IS," without warranty or representation of any kind, expressed or implied. Subject to Court approval, the sale of the Property will be made free and clear of liens and financial interests against the Property, with any liens and financial interests attaching to the sale proceeds. The Successful Bidder (as defined below) will be provided a special warranty deed to the Property. D. Only "Qualified Bidders" may be bidders at the Auction. To be a Qualified Bidder, the Bidder must provide a valid credit card number and information (the "Credit Card Information") to Statewide, and execute this Agreement prior to the Auction. E. The bidder at the Auction submitting the highest and best bid, in the sole discretion of Statewide, is the "Successful Bidder." AGREEMENT NOW THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth in this Agreement, and based upon the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Representations and Warranties of Bidder. The Bidder represents and warrants as follows: 1.1. The contact information provided by the Bidder above is true and correct; 1.2. The Bidder has provided the Credit Card Information to Statewide; 1.3. The Bidder has the ability to perform at the Auction; 1.4. The Bidder will not make any bid that is greater than the amount the Bidder has the ability to pay in cash, less the Deposit (as defined below), within 30 days of the Auction; 1.5. The Bidder has the ability to pay in cash any bid made by the Bidder at the Auction, less the Deposit (as defined below), within 30 days of the Auction, and that any documents provided by the Bidder to Statewide to prove ability to pay, if requested, are true and correct; and 1.6. The Bidder understands that the Property is being sold "AS IS WHERE IS" with no representations or warranties of any kind, and Bidder has done any and all due diligence Bidder has deemed necessary related to the Property prior to the Auction. 1.7 The Bidder understands that this Agreement and any sale anticipated hereunder is subject to Court approval in the Case. 2. Representations and Warranties of Person Executing Agreement. If the Bidder is not an individual, the person executing this Agreement represents and warrants that he/she (i) has authority to enter into this Agreement on behalf of the Bidder, (ii) has personal knowledge of the Bidder's ability to pay as set forth in paragraph 1 above, and (iii) has authority to make a bid at the Auction on behalf of the Bidder. 3. Deposit. Bidder agrees that if the Bidder is the Successful Bidder, the Successful Bidder shall deliver a "Deposit" in the amount of $10,000 and in the form of certified funds to Statewide within one (1) business day of the close of the Auction. In the event the Successful Bidder fails to deliver the Deposit as set forth herein, the Successful Bidder agrees that Statewide may charge the Deposit plus a card processing fee equal to 4% of the Deposit to the Successful Bidder's credit card using the Credit Card Information. The Successful Bidder agrees that the Deposit is non-refundable and will be applied to the purchase price of the Property. 4. Auction Procedures. Bidder agrees to the terms of the procedures for the Auction and closing included herein and any further terms that may be provided to Bidder at the Auction. 4.1. Auction. Statewide shall obtain the highest and best bid for each one of Properties, with each being subject to separate auction bids. 4.2. Successful Bidders. Statewide shall call the highest and best bid made for each of the Properties and each such bidder shall be registered as a holder of a "Successful Bid" for the relevant Property, which Bids shall be irrevocable. At the close of the Auction, the bidder(s) making the highest and best offer(s), as determined by Statewide, shall be the "Successful Bidder(s)." 4.3. Close of Auction. Statewide shall close the Auction after calling the Successful Bidder(s). Statewide will register Successful Bids, and will seek Court Approval of the Successful Bids. 4.4. Reserve. The sale of the Properties at the Auction is contingent on the approval of the Court. The Court reserves the right to decline and cancel any Successful Bids at its discretion. 4.5. Back-Up Bids. Statewide may accept, a "Back-Up Bid" for the sale of a Property from a "Back-Up Bidder." Each Back-Up Bid must be accompanied by a written agreement from the Back-Up Bidder: 4.5.1. Stating the amount of its Back-Up Bid, which shall not be less than the last bid the Back-Up Bidder made during the Auction; 4.5.2. Agreeing that its Back-Up Bid is irrevocable through the Sale Closing Date; 4.5.3. Agreeing to be obligated in the event that the Auction to the Successful Bidder(s) does not close. 5. Acknowledgement. Bidder agrees that to be a valid Successful Bidder or Back-Up Bidder, the Bidder must sign the "Bidder Acknowledgement" attached hereto as Exhibit 2. 6. Closing. The Successful Bidder must pay the purchase price, less the amount of its Deposit, to the Statewide in cash within 30 days of the close of the Auction. The date of the closing of the purchase of the Property is the "Sale Closing Date." The Sale Closing Date must take place within 30 days of the close of the Auction at the time and place to be designated by the Parties. 7. Title. Title to Property shall transfer to the Successful Bidder(s) upon payment of the purchase price at the closing on the Sale Closing Date. Title will be free and clear of all financial interests against the Property, by special warranty deed. A title insurance policy will be provided to the Successful Bidder(s). Only a basic policy will be provided, with the Successful Bidder(s) assuming responsibility for any policy upgrades. 8. Taxes and Costs. Taxes on the Property for 2024 shall be pro-rated, with all taxes accrued as of the Sale Closing Date to be paid by sale proceeds, and the Successful Bidder paying all taxes thereafter. Any incidental costs of closing, transfer fees, sales or transfer taxes, or other costs shall be paid for by the Successful Bidder(s). 9. Buyer's Post Closing Use of Property. Buyer agrees to defend and indemnify Statewide, and its agents, attorneys and employees, from and against any claim, demand, cause of action, liability or expense (including reasonable attorneys' fees and costs) asserted against Statewide in connection with the ownership or use of the Property after Closing of this Agreement. 10. Environmental Hazards. Every person enters the Property at his or her own risk with notice of the condition of the Property and the activities that will be or have been conducted on the Property. Buyer shall so advise its agents and employees. No person shall have any claim against Statewide, or Statewide's agents, attorneys, or employees, for any injuries sustained or for damages that may occur at the Property. It is Buyer's sole responsibility to meet all governmental safety and environmental standards in using the Property. Certain portions of the Property may contain "hazardous substances," "hazardous wastes," "hazardous materials," or "oil" as those terms are defined under federal, state or local environmental laws and regulations (collectively, "Hazardous Substances"). Statewide has no duty to remove any Hazardous Substances that are contained in or are a part of the Property. 11. Breach. Bidder is in material breach of this Agreement if any of the following occur: (i) Bidder's representations and warranties in Section 1 above are not true and correct; or (b) Bidder, as a Successful Bidder, fails to pay Statewide in cash the full purchase price in the amount of the Successful Bidder's bid at Auction within 30 days of the close of the Auction. In the event of breach of this Agreement, the Statewide shall cancel the auction sale as to the breaching party immediately, and that party's non-refundable Deposit will be forfeited to the Court. 12. Jurisdiction. Any claims or causes of action, whether legal or equitable, arising out of or based upon this Agreement or related documents, including but not limited to the interpretation and/or enforcement of this Agreement, shall be commenced in the Court. The Parties hereby consent to the jurisdiction, venue, and process of the Court. 13. Governing Law. This Agreement is made pursuant to, and shall be governed by, the laws of the State of Utah. 14. Construction of Agreement. This Agreement shall be construed as a whole in accordance with its fair meaning and in accordance with governing law. This Agreement has been negotiated by each of the Parties (or their respective counsel), and the language of this Agreement shall not be construed for or against any particular party. The headings to the sections of this Agreement are solely for the convenience of the Parties, and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement. 15. Voluntary Agreement. This Agreement has been carefully read by the Parties and has been reviewed by the Parties' respective legal counsel (or, if not represented, such Parties had the opportunity to engage counsel to review this Agreement); the contents hereof are known and understood by the Parties; and each of the Parties acknowledges that such Party is under no duress or undue influence and that each of the Parties executes this Agreement as its own free and voluntary act. 16. Integration and Amendments. This Agreement shall constitute the entire agreement and understanding of and between the Parties in relation to matters described herein, and no statements, representations, inducements, or promises other than as expressly set forth herein have been given or received by any of the Parties (nor by their respective agents, employees, attorneys, or representatives) in return for the same. All negotiations, oral conversations, statements, representations, and/or agreements prior to the execution of this Agreement are merged herewith and shall not be the basis for any legal rights, claims, or defenses in relation to any litigation or otherwise. No parole or extrinsic evidence may be used to contradict any of the terms of this Agreement. Any amendment to this Agreement must be in writing, signed by duly authorized representatives of the Parties hereto, and specifically state the intent of the Parties to amend this Agreement. 17. Severability. To the extent that any portion of this Agreement is held unenforceable by a court, tribunal, or arbiter of competent jurisdiction, the remainder of this Agreement shall remain binding and enforceable, provided that the primary purposes of this Agreement are not frustrated. 18. Counterparts. This Agreement may be executed by the Parties hereto in any number of identical counterparts, each of which, once executed and delivered in accordance with the terms of this Agreement, shall be deemed an original, with all such counterparts taken together constituting one and the same instrument. Delivery by facsimile, encrypted email, or email file attachment of any such executed counterpart to this Agreement shall be deemed the equivalent of the delivery of the original executed agreement or instrument. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year first above written. SELLER Statewide Auction Company, Referee BIDDER By: Name: Its: EXHIBIT 1 MARRIOTT-SLATERVILLE (WEBER COUNTY) PROPERTY: - Parcel ID: 15-030-0188 - Acreage: 2.48 - Address: 450 N 2000 W, Marriott-Slaterville, UT 84404 LAYTON (DAVIS COUNTY) PROPERTY: - Parcel ID: 09-035-0054 - Acreage: 1.614 -Approximate Address: 2600 N Hill Field Rd, Layton, UT 84041 EXHIBIT 2 Bidder acknowledges the information below is true, correct and accurate: I. SUCCESSFUL BIDDER ACKNOWLEDGMENT I have been called at the close of Auction as the Successful Bidder, as that term is defined in the Deposit and Obligation Agreement. The Property for which I am the Successful Bidder and my Successful Bid amount are as stated below. SUCCESSFUL BID FOR PROPERTY NO'S: _______________________________ SUCCESSFUL BID AMOUNT: $_____________________________ Date: BIDDER By: Name: Its: OR II. BACK-UP BIDDER ACKNOWLEDGEMENT I agree to be a Back-Up Bidder, as that term is defined in the Deposit and Obligation Agreement. The Property for which I am the Back-Up Bidder and my Back-Up Bid amount are stated below. BACK-UP BID FOR PROPERTY NO'S: _______________________________ BACK-UP BID AMOUNT: $_____________________________ Date: BIDDER By: Name: Its: