INVITATION TO BID

TIMBERLAND and REAL ESTATE INVESTMENT OPPORTUNITY

WARREN COUNTY, NORTH CAROLINA

The Property known as the John and Helen Morrison, LLC Tracts

356 + Total Acres Offered as 5 Individual Tracts

Sealed-Bid Sale

Friday, April 5, 2019 at 11:00 a.m. Warrenton, NC

Prepared March 7, 2019 By: American Forest Management, Inc.,

David E. Anderton, Jr., Real Estate Broker 591-A Southlake Boulevard, Richmond, VA 23236

(804) 897-5052 david.anderton@afmforest.com

March 7, 2019

American Forest Management, Inc. (AFM), acting as agent for the John and Helen Morrison, LLC (Seller), is pleased to present the following information regarding this outstanding timberland property in Warren County, NC. This sale represents an excellent opportunity for long-term financial returns while also providing the prospect of recreational and wildlife development, along with other real estate development potential.

The tracts are located near Warrenton and north-central Warren County, being 50 to 60 miles to the intersection of the Raleigh Outer Loop (I-540) and US Highway 1 or Highway 401. Recreational opportunities include white-tail deer and turkey hunting, duck hunting in established beaver ponds, 4-wheeling and trail riding, as well as, hiking, biking and other uses.

General Property Description: The property offered for sale is designated as these five individual tracts:

• Darnell Tract – being two contiguous tax parcels totaling 106.7 acres with 77.5 acres of

merchantable timber located on Cole Farm Road north of Oakville, NC. The tract has an active option for a cell tower lease on the tract.

• Somerville Tract North – being 86.7 total acres with approximately 69 acres of merchantable timber located on the northeast side of NC Highway 43/58 and the north side of the Warrenton-Embro Road adjoining the Warrenton Golf Club area.

• Somerville Tract South – being 79.9 total acres with approximately 71 acres of merchantable timber on the south side of the Warrenton-Embro Road and adjoining NC Highway 43/58. Somerville North and South have an active USDA Conservation Reserve Program agreement in place which pays approximately $854 per year in annual payments.

• Debnam Tract North – being approximately 39.5 acres with 38 acres of merchantable timber located on the north side County Home Road.

• Debnam Tract South – being approximately 39 acres with 37 acres of merchantable timber located on the south side County Home Road and also fronting on Highway 43/58. The tract is the home to a Liberia Rosenwald School listed in the National register of Historic Places and the Sellers will retain the school and + 1 acre of land.

All information in this brochure or any other information provided by Seller, its advisor, broker and employees

has been developed to provide interested buyers with an overview of the property and should not be relied upon by buyers. Seller, its advisor, broker and employees make no representation or warranty as to the accuracy or

completeness of any such information, other than those contained in an executed Purchase and Sale Agreement. The prospective buyers are responsible, at their sole cost, for verifying to their own satisfaction, the accuracy of

maps, timber volumes, environmental issues and other factors and the condition of the property.

Each of the five tracts listed above is comprised of their own Warren

County tax parcel designation and legal description, with the exception of the Debnam Tracts, which are currently one tax parcel and one legal description. A survey and new legal description may be required for the sale of these tracts.

Please see the web site:

https://americanforestmanagement.com/real-estate for complete information on each tract.

Acreage estimates used in this prospectus have been determined using

legal description acreages and GIS interpretations of available aerial photos. All tracts have State Road frontage and significant amounts of

merchantable timber The State Road frontage provides the opportunities for additional sub-division of the tracts for future residential use, and the timber could be harvested now to generate immediate income or held and grown for future harvest income. A timber inventory of the tracts are provided herein.

The tracts will be offered for sale by sealed bid at 11:00 a.m. on

Friday, April 5, 2019. The bids will be opened for the individual tracts in the order they are listed above in this prospectus. Bids may be contingent upon a limited number of standard requests; however, bids with fewer contingencies and with more secure financing will receive a more favorable review. Bidders are encouraged to review the property, verify available information and conduct other due diligence requirements prior to bidding.

Directions: The tracts are located in Warren County, NC as shown on the

attached Location Map. The approximate 911 location addresses for the tracts are as follows:

Darnell Tract - 481 Cole Farm Rd, Warrenton, NC 27589 Somerville Tract North - 577 North Carolina Hwy 58, Warrenton, NC 27589 Somerville Tract South - 751 North Carolina Hwy 58, Warrenton, NC 27589 Debnam Tract North – 200 County Home Road, Warrenton, NC 27589 Debnam Tract South - 1040 North Carolina Hwy 58, Warrenton, NC 27589

BID OPENING AND PROCEDURES Sealed bids for each tract will be opened at 11:00 am on Friday, April 5,

2019, at the Liberia Rosenwald School location at the southern end of the Debnam tract next to the NC Department of Forestry office on Highway 43/58 (approximate address: 1042 North Carolina Hwy 58, Warrenton, NC 27589).

Bidders may bring bids to the bid opening provided sealed bids are

submitted to the AFM representative prior to commencing the opening of the bids, or Bidders may mail or overnight bids to the AFM Richmond, VA address for receipt prior to the bid opening. Bids may be submitted by Phone or Text to David Anderton (804) 356-5871, facsimile (FAX (804) 897-5056), or email (david.anderton@afmforest.com ); however, Bidder should follow any fax bid with a telephone call to confirm receipt of such bid. AFM will not be responsible for any failure to receive bids due to electronic, machine or other failure. Telephone and email bids will be required to complete a written bid sheet or enter into a written contract within one (1) day of the bid opening. Sealed envelopes containing the bid should be marked “BID – Morrison Tract.”

All bids should be a lump-sum amount for the whole tract based on the individual tract descriptions herein.

Seller reserves the right to reject any and all bids. All bids must be submitted in writing on the attached BID FORM. Once the bid process has commenced, promptly at 11:00 a.m., no additional bids will be accepted. Seller’s Agent will open all of the bids at the designated time and bids will be evaluated with the Seller. The name of the successful bidder and the accepted offer will be given to all of the Bidders. The owner’s decision to accept or reject bids will be made on the day of the sale.

All bids will be considered to be legally binding and continuing offers until rejected by Seller or Seller’s Agent. Successful bidder, so notified by Seller or Seller’s Agent, AFM, shall execute a Real Estate Offer to Purchase and Sale Contract, no later than 5:00 p.m. Friday, April 12, 2019. An earnest money deposit of five percent (5%) will be collected at the contract signing to be applied towards payment on execution of such contract, and will be transferred to closing attorney’s escrow account.

In the event of non-compliance by the successful bidder, by not signing the contract

within the allotted time or other breach of contract, said Bidder shall have no further interest in or right to purchase the property.

SELLER AND/OR AFM, AS SELLER’S AGENT, WILL NOT BE LIABLE FOR ANY FEES OR COMMISSIONS TO ANY REAL ESTATE BROKER, DEALER, AGENT OR REPRESENTATIVE ON BEHALF OF THE BIDDER AS A RESULT OF THE BIDS OR RESULTING SALE TO THE BIDDER IN CONNECTION WITH THIS OFFERING.

All information is believed to be accurate and substantially correct but no assumption of liability is intended. Neither Seller nor Agent nor representatives warrant the completeness or accuracy of any acreage, or the condition, age, volume or value of land and/or timber. No representations or warranties are expressed or implied as to the Property, its condition or boundaries. Prospective buyers should satisfy themselves as to the accuracy of this information. Prospective bidders and/or their agents may inspect the Property by appointment or independently. Those entering the Property do so at their own risk and the landowner (Seller) or American Forest Management, Inc. assumes no liability. Requests for showings by AFM personnel and requests for additional information should be directed to David E. Anderton, Jr. (804) 356-5871 or the AFM Richmond Office (804) 897-5052. Property Tax Information: Warren County provides for “Present Use” taxation of Agricultural, Horticultural and Forestry properties enrolled in this program. All tracts offered for sale are currently enrolled in this program, and it will be the responsibility of any buyer to continue to maintain this enrollment, unless the buyer elects not to enroll and convert the tract to other uses, at which time the buyer will be responsible for any back taxes due. The real estate tax rate in 2018 was $0.79 per $100 value.

• Darnell Tract: tax parcel G2 - 27. 94.69 assessed acres. Land Value = $107,186. Assessed Value = $23,544. Estimated property taxes = $186.00

• Darnell Tract: tax parcel F2 - 16. 12 assessed acres. Land Value = $13,920. Assessed Value = $2,940. Estimated property taxes = $23.23.

• Somerville North Tract: tax parcel F2 - 185B. 86.7 assessed acres. Land Value = $98,838. Assessed Value = $21,241. Estimated property taxes = $167.80.

• Somerville South Tract: tax parcel F2 - 185A. 79.86 assessed acres. Land Value = $91,040. Assessed Value = $19,566. Estimated property taxes = $154.57.

• Debnam Tract (north & south): tax parcel G8 - 95. 83.07 assessed acres. Land Value = $101,560. Assessed Value = $29,382. Estimated property taxes = $232.12

GENERAL SALE TERMS AND CONDITIONS Closing will occur no later than May 30, 2019 and will take place at the

location designated in the Real Estate Offer to Purchase and Sale Contract.

The terms of the sale are cash at closing. Real estate taxes and all assessments will be divided on a daily pro rata basis

between Buyer(s) and Seller, as of the date of Closing. At Closing, Seller shall deliver to Buyer(s) a general warranty deed conveying fee simple title to the property in the form for recording and subject only to the matters set forth herein. Seller shall pay customary documentary stamp tax and Buyer(s) shall pay all remaining recording costs. Title examination fees and title insurance costs, if any, shall be the responsibility of the Buyer(s).

Roll-back Taxes Buyer shall be responsible for the payment roll-back taxes

assessed as a result of the sale of the Property disqualifying a tract from “Present Use” eligibility. If the property continues to be eligible for “Present Use” assessment, Buyer agrees to make application, at Buyer's expense, for continuation under land use. If Buyer shall apply the Property or any portion thereof to a use other than agricultural, so as to cause roll-back taxes to be payable pursuant to the laws of North Carolina, or any county or city therein, then the Buyer shall be solely responsible for payment of all such roll-back taxes, penalties, and interest including but not limited to any such taxes payable for or in reference to tax years or partial years prior to Buyer's acquisition of title to the Property, and this provision shall survive settlement and the delivery of the deed.

USDA Conservation Reserve Program There are currently areas on both the

Somerville North and Somerville South tracts that are enrolled in the USDA Conservation Reserve Program (CRP) for a term of 10 years – 2011 to 2020. As such, the landowner received annual payments of approximately $864 per year (total for both areas). The successful Buyer of these tracts will be responsible for maintaining enrollment in this CRP program. If the Buyer removes the Property from the CRP program, so as to cause penalties to incur or the requirement of the return of previously paid annual payments, Buyer shall be solely responsible for the payment of all such penalties and fees caused by the removal of the Property from the CRP Program. This provision shall survive settlement and the delivery of the deed.

Acreage information was obtained from available plats and commercial

mapping programs and is believed to be accurate, but is not guaranteed. Seller and Seller’s Agent, AFM, do not warrant matters of survey.

A new survey will be required for the sale of the Debnam North and Debnam

South tracts to divide the Tract into two new tax parcels and to create a new tax parcel to retain the School site. Final purchase price of Debnam North and Debnam South will be based on the actual acres as determined by the new survey and the per acre price calculated by the bid price divided by the currently advertised acreage of those tracts.

The sale of this property is subject to all applicable Federal, State and County

laws, regulations and ordinances and is also subject to all plats, all current, proposed or pending covenants, restrictions, zoning, government requirements, roadways, easements, and rights-of-way of record, and to such matters as an accurate survey and inspection of the property would disclose. A copy of the applicable zoning requirements pertaining to the Property is available upon request. All tracts are being sold in “AS IS” condition.

General Warren County Tract Locations:

BID FORM JOHN AND HELEN MORRISON, LLC TRACTS

BIDS must be received by 11:00 a.m., Friday, April 5, 2019 at the Liberia Rosenwald School located at the southern end of the Debnam tract next to the NC Department of Forestry office on Highway 43/58 (approximate address: 1042 North Carolina Hwy. 58, Warrenton, NC 27589). The undersigned bidder hereby agrees to purchase the tract(s) listed below, located in Warren County, North Carolina, as advertised in the bid prospectus dated March 7, 2019. The undersigned bidder understands the submitted bid is based upon the terms and conditions stated in this prospectus and certifies that bidder received a copy of the bid prospectus and is familiar with and understands the terms and conditions in that document. If this bid is accepted, the undersigned bidder agrees to execute the Real Estate Offer to Purchase and Sale Contract (copy available upon request) in substantially the form presented. The contract must be executed and delivered to AFM’s Richmond, VA office by 5:00 p.m. Friday, April 12, 2019. The undersigned bidder hereby offers to purchase the following tract for the price bid below: Darnell Tract: + 106.7 Acres $ Somerville Tract North: + 86.7 acres $ Somerville Tract South: + 86.7 acres $ Debnam Tract North: + 39.5 acres $ Debnam Tract South: + 39 acres $ Bid Contingencies: The bid on the above shown tract is contingent upon or subject to the following terms and conditions (if none, please state “none”):

The bid will remain a legally binding and continuing offer until it is rejected or until 5:00 p.m. Monday, April 8, 2019. All bidders will be notified at that time as to the status of the bids. The undersigned bidder hereby acknowledges and agrees that neither AFM nor Sellers will pay any real estate fees or commission in connection with this offering unless the Buyer’s Agent is properly registered prior to the bid opening as described herein. The undersigned bidder acknowledges that neither Seller nor Agent nor representatives warrant the completeness or accuracy of any acreage, or the condition, age, volume or value of land and/or timber associated with this bid and that no representations or warranties are expressed or implied as to the Property, its condition or boundaries. This bid is based on the fact that the property is being sold “AS IS” and the bidder(s) has satisfied himself or herself as to the accuracy of this information. The undersigned bidder agrees that the Seller reserves the right to reject or accept any bid at its sole discretion. DISCLOSURE OF AGENCY: The undersigned bidder acknowledges receipt of a copy of the agency disclosure form and understands that the agent may represent both the buyer and seller, but only with the full knowledge and written consent of all parties. The bidder understands that David E. Anderton, Jr., Carolyn Mulligan, Fred Schatzki and Charlie J. Kerns, Jr., agents with the firm American Forest Management, Inc., represent the SELLER. Bidder’s Name: (print full name) Address: Telephone Number: Bidder’s Signature:

Required Real Estate Agency Disclosure Statement To Buyers and Sellers

Before you begin working with any real estate agent, you should know who the agent represents. An agency relationship arises whenever two persons agree that one person is to act on behalf of the other and in accordance with the other's directions. The purpose of this disclosure is to assure that all parties understand the agency relationship of the real estate agent making this disclosure. If you have any questions regarding the role and responsibilities of the agent, or about any other portion of this statement, please do not hesitate to ask for more information. Licensed real estate agents in Virginia are required by the Virginia Real Estate Board to make prompt disclosure of their agency relationship(s) to all actual and prospective parties to a transaction at the earliest practical time. This disclosure must be in writing. All references to "agent" in this disclosure refer to the individual and his/her firm. The creation of an agency relationship imposes certain legal duties on the agent. These duties are as follows: IF THE AGENT REPRESENTS THE SELLER (OWNER): The agent becomes the seller's agent by entering into a listing agreement with the seller or by agreeing to act as a sub-agent through a listing agent. A sub-agent may work for a different real estate company. A listing agent or sub-agent must place the interest of the seller first. The listing agent or sub-agent can assist the buyer but not represent the buyer. The designated "seller's agent" principal client (with whom the agent has a contractual relationship), in any and all real estate transactions to which the agent is a part, is the owner of the property (seller). The specific fiduciary duties of the Broker to its principal client include loyalty, obedience, disclosure, confidentiality, reasonable care and diligence, and accountability. The buyer should not tell a listing agent or sub-agent anything the buyer would not want the seller to know, because all information of this type must be disclosed by the agent or sub-agent to the buyer. HOWEVER; this primary responsibility to the owner (seller) does not relieve the agent of all responsibility to the buyer, and the agent can provide the buyer with information and assistance. In this regard, the agent is obligated by law to treat the buyer honestly and fairly, to present all written offers and counteroffers to the owner promptly, to respond honestly and accurately to questions concerning the property in question, to disclose all material facts the agent knows or reasonably should know about the property in question, and to offer the property for sale without discrimination. IF THE AGENT REPRESENTS THE BUYER: The customer has the right to choose a licensed real estate agent to represent them in any real estate transactions, with this agent generally described as "buyer's agent". In this case, the agent and all other agents in the same firm owe their fiduciary duties to the buyer, and the buyer should enter into a written contract with that buyer's agent that clearly establishes the obligations of both parties and specifies how the buyer's agent will be compensated. A buyer's agent may assist the seller, but does not represent the seller. A seller should not tell a buyer's agent anything of a personal or confidential nature that the seller does not want the buyer to know.

IF THE AGENT REPRESENTS BOTH THE SELLER AND THE BUYER AT THE SAME TIME: An agent, either acting directly or through one or more real estate company's other agents, may not act as an agent for both buyer and seller without the express knowledge and written consent of both buyer and seller. There are potential conflicts of interest when an agent represents more than one party. An agent representing both buyer and seller must disclose all information regarding the agency relationship, including the limitation on the agent's ability to represent either party fully and exclusively. Specifically, the agent must not disclose without the appropriate buyer's or seller's written permission, (a) that the seller will accept a price less than the asking price; (b) that the buyer will pay more than the offered price; (c) any confidential information, unless that disclosure is required by law. In all of the above mentioned agency relationships, the firm and its agents will conduct all brokerage activities without respect to the race, color, religion, national origin, handicap or familial status of any party. The duties of the agent in any real estate transaction do not relieve the seller or buyer from the responsibility to protect their own interest. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise about real estate. ** If legal or tax advice is desired, consult an attorney or competent professional of your choice. ** DISCLOSURE OF AGENCY: We acknowledge receipt of a copy of this agency disclosure form and understand that the agent may represent both the buyer and seller, but only with the full knowledge and written consent of all parties. We understand that David E. Anderton, Jr., Carolyn Moon and Charlie J. Kerns, Jr., agents with the firm American Forest Management, Inc.., represents the SELLER. This firm does, from time to time, represent both Buyers and Sellers. This means that it may be possible that the Buyer the firm represents will want to purchase a property owned by a Seller the firm represents. When this occurs, the agent and firm listed above will act as DUAL AGENTS if all parties agree in writing before any substantive discussions regarding the Property in question takes place. If both parties do not agree to the Dual Agency conditions, the agent and firm listed above will only represent the Seller and show the property to customers that agree in writing to such Seller's Agent conditions.

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