Terms of Auction of 2 shares of Magna Vista, LLC Stock Stock Certificate Membership Number 1 and Number 5 Taylor Auction & Realty, Inc. strongly encourages potential bidders to retain legal counsel to assist them in the process of bidding on these stock certificates. Should you have any questions regarding this auction you should direct your questions to your attorney or to Justin Jones in the Office of the Chapter 12 Trustee Harold J. Barkley, Jr. Please see the Documents Section regarding Magna Vista, LLC operating agreement and personal guarantee requirements. IMPORTANT INFORMATION PLEASE READ BEFORE BIDDING. By registering and placing a bid, you accept the terms of this auction and will be held to the terms as they are presented and updated on the Auction Details Page and the Catalog Page. These terms create a legally binding contract between you, the bidder, Taylor Auction & Realty, Inc., the Auctioneer, and the Chapter 12 Trustee (Hereinafter “Trustee”), the United States Bankruptcy Court for the Southern District of Mississippi. Taylor Auction & Realty, Inc. has put forth every effort to prepare the catalog for this auction from information obtained from the Trustee or third-party sources. Bidder shall be the sole judge of value. BIDDER REGISTRATION: To have enough time to conduct authorizations, it is encouraged that you register and bid early. Waiting till the last minute to register and or become comfortable with the system could negatively affect your bidding. We encourage you to register at least 24 hours before the auction. To serve our customers, all bidders must provide their name, address, daytime phone number or cell number, credit card information, and email address at which they can be contacted. This ensures good communication between Taylor Auction & Realty, Inc. and the bidder throughout any transactions. Each bidder's identity will be verified. Bidding rights are provisional, and if complete verification is not possible, Taylor Auction & Realty, Inc. will reject the registration, and bidding activity will be terminated. BIDDING PROCEDURES and BIDDING OPTIONS: Our online auctions move quickly! If you are interested in bidding, bid quickly, especially at the close of the bidding time. The bidding software will notify bidders by email when they have been outbid. Bidders may also find out if they have been outbid by refreshing the individual lot information or the entire screen. Due to varying internet connections speed, please place a max bid or constantly monitor the auction at the close of bidding. Sometimes email notifications can be delayed. If you win, you will be notified by email. It is recommended that you watch the auction at the extended bidding time session to ensure you are the high bidder. EXTENDED BIDDING: This auction incorporates an EXTEND ALL feature. This feature extends the bidding on the auction. The auction will extend for the amount of time supplied in the Auto Extend field, five minutes. Please note that this feature changes the actual end time of the auction and that no notification of this extension is currently given to bidders. At the close of the auction, all bidders are encouraged to watch the catalog for bidding purposes because of the extend-all feature on the lot. TECHNICAL SOFTWARE ISSUES: NEITHER THE COMPANY PROVIDING THE SOFTWARE NOR THE AUCTION COMPANY SHALL BE HELD RESPONSIBLE FOR A MISSED BID OR THE FAILURE OF THE SOFTWARE TO FUNCTION PROPERLY FOR ANY REASON. Taylor Auction is providing online bidding as a service to Trustee and Bidder. Both parties acknowledge and understand that this service may or may not function correctly on the day of the auction. Under no circumstances shall Trustee or Bidder have any claim against Taylor Auction & Realty, Inc. or anyone else if the internet service fails to work correctly. Taylor Auction & Realty, Inc. will not be responsible for any missed bids from any source. The Auctioneer/Auction Company has the sole discretion to advance the bidding and may reject any bids which in the Auctioneer’s sole discretion does not go and or injurious to the auction, including but not limited to minimal suspicious and suspect advances. Taylor Auction and Realty, Inc. reserve the right to refuse bidding privileges to any person(s). Taylor Auction & Realty, Inc. reserves the right to update, lower bids, withdraw bids, or re-catalog items in this auction. The Auctioneer shall have sole discretion in deciding the successful bidder in the event of a bidding dispute. You acknowledge that your bid is a legally binding offer to purchase the property being auctioned by your registration and bid placement. Winning high bidders are notified by email when all items in the auction have closed. Bidders are responsible for checking their email to receive out-bid and invoice notifications. Time Increase or Decrease: In the event there are technical difficulties related to the server, software, or any other online auction-related technologies, Taylor Auction & Realty, Inc. reserve the right to extend bidding, continue the bidding, or close the bidding or increase of decrease the extended time amount at the end of the auction. BROWSER INFORMATION: Google Chrome and Mozilla Firefox are our preferred Internet browsers our bidding platforms. Because Microsoft is phasing out support for Internet Explorer 8, 9, and 10, bidders are more likely to have issues with Internet Explorer when using our website. REFRESH YOUR SCREEN: It is best to refresh your screen periodically to note the accurate number of minutes remaining. This is most important at the end of the auction. INVOICES: Winning/ high bidders are notified by email when all items in the auction have closed. Bidders are responsible for checking their email for invoice notification. PAYMENT TERMS: • All bidders must have the ability to pay in full and have all financial arrangements in place before placing a bid. • Payment Method of 10% Escrow Payment is Wire Transfer ONLY and within 24 hours of invoice notification • Balance Due is within 21 days and upon Bankruptcy Court approval • Trustee and Buyer execute a binding contract • Debtor or Lienholder responsible for the transfer of stock certificates if approved and ordered by Bankruptcy Court • Sales tax is not applicable due to shares being a financial asset. DEFAULT OF BUYERS: Successful bidder not completing the transaction at the end of the auction will be considered in default. Such default by the Successful Bidder will result in that Bidder’s liability to both the Trustee and Auction Company. The trustee shall have the right to (a) declare this contractual agreement canceled and recover total damage for its breach, (b) to elect to affirm this contractual agreement and enforce its specific performance, or (c) Trustee can resell the items either publicly or privately with Taylor Auction and Realty, Inc. and in such an event, the Buyer shall be liable for payment of any deficiency realized from the second sale plus all costs, including, but not limited to the expenses of both sales, legal and incidental damages of both the Trustee and Taylor Auction and Realty, Inc. In addition, Taylor Auction and Realty, Inc., Inc. also reserves the right to recover any damages separately from the Buyer's breach. The purchaser agrees to pay all reasonable attorney fees and costs incurred by Taylor Auction and Realty, Inc. in the collection of funds. SOLE AND EXCLUSIVE VENUE & JURISDICTION OF ALL DISPUTES: Any claims including debt collection and all other disputes of any kind, nature, or character whatsoever arising from this auction sale shall be brought to the United States Bankruptcy Court for the Southern District of Mississippi and shall be governed by the laws of the State of Mississippi. Trustee, Bidder, and Buyer each individually and collectively by participating in the Auction conducted by Taylor Auction and Realty, Inc. do at this moment irrevocably agree to submit themselves to the jurisdiction and venue of the United States Bankruptcy Court for the Southern District of Mississippi and the laws of the State of Mississippi, which shall be the sole venue and jurisdiction for the resolution of any claims between them and Taylor Auction and Realty, Inc. regardless of the nature or location of the property sold or purchased. The successful purchaser agrees to pay any reasonable attorney fees and costs incurred by the Auction Company, the Trustee, and their servants, agents, or employees in the commencement or defense of any actions hereunder as well as in the collection of any obligations hereunder. The purchaser agrees that a fee of 2% per month is added to the balance of any unpaid balance due to the Auction Company and any other costs or losses incurred by the purchasers’ failure to adhere to these terms. HOLD HARMLESS: Buyer and or bidder agree that Taylor Auction and Realty, Inc. is a representative of the Trustee and agrees to hold harmless and indemnify Taylor Auction & Realty, Inc. and its Agents, Owner, Directors, Employees, and its Representatives any all claims, demands, expenses, damages which bidder/buyer may claim on account of or any way growing out of the said auction and to look solely to the Trustee for any remedy demanded. Bidder Acknowledgment: Bidder acknowledges that no relationship of any nature or type, agent, employee, independent contractor, or otherwise is created between bidder and auctioneer, affiliated auction companies, affiliated software companies, and or any servant, agent, or employee of the same by bidder’s participation in this auction. Bidder acknowledges and agrees that Auctioneer is acting solely as the agent for the Trustee in this auction. Bidder Responsibilities: Bidder responsibilities include, but are not limited to: Bidders agree to keep their username and password confidential, as they are responsible for their account. You must obey any local state and federal laws when using the website. Violations will result in the termination of website use privileges. Auction company employees and or Auction Company may bid on auction for absentee bidders or at the direction of interested bidders who desire not to create an account. Guaranty Agreement regarding a business entity: By submitting a bid in the name of a business entity or corporation, the individual submitting the bid enters into a guaranty agreement whereby they guarantee payment to Taylor Auction & Realty, Inc. and completion of the transaction. Reasonable Accommodation: Taylor Auction & Realty, Inc. is an employer and professional service organization that has no intention to discriminate on the basis of disability or another legally prohibited basis. We are an affirmative action, equal opportunity employer and service provider. Our decisions are made without regard to race, color, religion, sex, disability, sexual orientation, gender identity, national origin, veteran status, or genetic information. Accommodations are made regarding hiring employees or assisting clients or customers regarding our services unless the accommodation will impose an undue hardship. Requests for reasonable accommodations should be directed to Ruthie Taylor @ Ruthie@taylorauction.com Taylor Auction & Realty, Inc. INFORMATION IS SUBJECT TO CHANGE Announcements in the form of updated terms posted on the website will take precedence over any prior viewed terms at registration, previously material or any other oral statements made. Please view the terms periodically for any changes.