Carolina Life Real Estate & Auctions, LLC (“Broker”), headquartered at 314 East Main Street, Moncks Corner, SC 29461, and Nichols Equipment Inc., (“Auctioneer”) headquartered at 2192 Highway 52, Moncks Corner, SC 29461 have contracted with Artamus B. Nichols (“Seller”), to offer to sell at public auction (“Auction”) certain real property (“Property”). These terms, plus any additions, deletions, and/or revisions announced by Auctioneer before the commencement of the Auction, represent the exclusive terms for the Auction (“Terms of Auction”). 1 AGENCY: Carolina Life Real Estate & Auctions, LLC and its Broker are acting exclusively as an agent for Seller and not as an agent for any Bidder or Buyer. No third-party broker is acting as a sub-agent of the Auction Team. Broker is related to the Seller. 2 PROPERTY: The Property is described in the “Real Property Sales Contract” (“Sales Contract”), a copy of which is available from Auction Team, online at www.nicholsequipmentinc.com, www.carolinaliferealestate.com, www.proxibid.com/Nichols-Equipment-Inc/auction-house/4279 and posted at the Auction. Property is located at 2192 Highway 52, Moncks Corner, SC 29461 (TMS#181-00-02-055, TMS#181-00-02-097). 3 DUE DILIGENCE: Seller and Auction Team do not attempt to provide Bidder with all of the information Bidder may need to make an informed decision about the Auction and Property. Bidder should obtain professional advice and conduct due diligence on the Property, title commitment (available from the Auction Team, “Property Information Package” (available from Auction Team, online at, and posted at the Auction), public records, Terms of Auction, Auction, Sale Contract, transaction contemplated, and all circumstances, defects, facts, issues, problems, and other relevant matters (collectively “Property Issues”). All information provided by Auction Team came from Seller and is believed to be accurate, but neither Seller nor Auction Team guarantees, represents, or warrants it accuracy or completeness and Bidder should not rely upon it without independent inspection and verification from sources Bidder knows to be reliable. Seller and Auction Team are not required to update any NICHOLS EQUIPMENT: TERMS OF AUCTION (pages 1-4) COOPERATING BROKER REGISTRATION FORM (pages 5-6) SALES CONTRACT (pages 7-15) 2 information provided or published and shall have no liability on any basis for failing to do so. 4 DISCLAIMER: Participation in the Auction is at Bidder’s sole risk and Seller and Auction Team, plus their agents, contractors, and employees, shall have no liability on any basis. The Property will be offered “AS IS, WHERE IS, WITH ALL FAULTS.” To the fullest extent allowed by law, Seller and Auction Team unconditionally disclaim any guarantee, representation, or warranty of every kind, whether expressed, implied, or statutory, whether oral or written, whether past, present, or future, with respect to all Property Issues, except as expressly provided in the Terms of Auction and the Sale Contract. 5 DISCLOSURES: Unless otherwise disclosed, the Property will be offered for sale and conveyed by deed free and clear of all liens, mortgages, deeds of trust, delinquent taxes, assessments and warrants, but subject to all non-monetary encumbrances such as conditions, covenants, deeds, easements, reservations, restrictions, right-ofways, title exceptions, zoning regulations and matters of record. Maps, depictions, and sketches in any materials related to the Property are for illustrations purposes only and Seller and Auction Team do not guarantee, represent, or warranty their accuracy or completeness. Radon is a radioactive gas that comes from the natural breakdown of uranium in soil, rock, and water. It is drawn into buildings through foundation and other openings to the soil. The U.S. Environmental Protection Agency and Surgeon General recommend all buyers have an indoor radon test conducted. Radon is a Class-A carcinogen and the second leading cause of lung cancer in the U.S. A building built, improved, or renovated during the approximate timeframe beginning in 2004 to present could contain defective drywall primarily manufactured in China. The presence of Chinese or other defective drywall has been linked to corrosion and significant damage to structural systems and other elements within and on affected properties. Chinese or other defective drywall is reported to emit a strong sulfur-like odor or fume which may also cause persons to experience health problems. The only cure known for Chinese or other defective drywall is to remove and replace it. Seller and Auction Team notify Bidders of the potential issues and problems involved with the Chinese or other defective drywall and make no representation of its existence or absence from the Property and specifically disclaim any and all responsibility or liability whatsoever to Bidder, Buyer, or anyone else if it is present. 6 REGISTRATION: Any competent adult with a satisfactory photo identification who properly registers and complies with the Terms of Auction may bid. Auction Team may refuse to register or expel any person who is disruptive, noncompliant, or previously caused a problem for Seller or Auction Team. If Bidder is not declared the Buyer of the Property, the registration deposit will be returned immediately to Bidder following the Auction. Any person intending to bid on behalf of another must present Auction Team with an executed, enforceable, recorded, and unexpired power of attorney which is subject to Auction Team’s approval. The requirements for Bidder registration may be waived by Seller with respect to any Bidder, without waiving same for any other Bidder. By registering, Bidder acknowledges receipt of the Terms of Auction and access to the Sale Contract and unconditionally and irrevocably agrees to be bound by both. 7 BUYER’S PREMIUM: A ten percent (10.000%) buyer’s premium shall be in effect for onsite Bidders. An eleven percent (11.000%) buyer’s premium shall be in effect NICHOLS EQUIPMENT: TERMS OF AUCTION (pages 1-4) COOPERATING BROKER REGISTRATION FORM (pages 5-6) SALES CONTRACT (pages 7-15) 3 for online/Proxibid Bidders. The buyer’s premium will be added to the amount of the approved highest bid to arrive at the contract sale’s price for the Property (“total contract price”). 8 AUCTION: The Property is scheduled for a RESERVE AUCTION, whereas the Seller has the right to accept or reject the final offer(s) made. Auctioneer’s discretion includes, but is not limited to, the auction method, bid-calling, bid increments, and determining the buyer. The Bidding will begin at the Auctioneer’s commencement of the Auction for the Property, by gavel. The decision of Auctioneer is final regarding all matters that arise before, during, or after the Auction. Seller shall not bid. Bidder shall not retract any bid. Bidders purchase shall be considered a single transaction. 9 SALE CONTRACT: Bidder should carefully read and understand the Sale Contract before bidding in the Auction. This is a cash sale and not contingent upon any matter, including Buyer obtaining financing. Buyer shall immediately execute the Sale Contract and all related documents presented by the Auction Team to bind Bidder and Seller to the sale of the Property. The Terms of Auction are incorporated into the Sale Contract which defines the entire agreement between Seller and Buyer. The Terms of Auction complement the Sale Contract and, in the event of any conflict between them, the Sale Contract shall control in all instance. Buyer shall execute the Sale Contract and no addition, deletion, or revision shall be permitted. The sale must close within 30 days following the Auction. All inventory and equipment will be removed during a 30 day period following the closing of the property. 10 DEPOSIT: Buyer shall immediately pay to the escrow/closing agent, in the U.S. Dollars, an earnest money deposit of no less than ten percent (10.000%) of the total contract price of the Property (“deposit”). If for any reason Buyer fails to timely execute the Sale Contract and pay the deposit, Seller has sole discretion to: (a) pursue all legal and equitable remedies available against Buyer, or (b) declare Buyer’s sale contract to be in default, their bid to be immediately forfeited, null, and void, without any requirement of notice, and immediately re-sell the Property to another Buyer. Deposit to be held by Gilbert and Barnhill, P.A. If Buyer fails to close for any reason other than Seller’s default, Buyer will forfeit the earnest money deposit. 11 RELEASE: Bidders, Buyers, and other persons present at the Auction (collectively “Attendees”) are advised that Auction Team and its agents, contractors, employees, and/or representatives may record the Auction, related matters, and Attendees through audiotape, photography, motion pictures, and/or videotape for advertising, marketing, promotion, publicity, record, and/or trade purposes, and in consideration of being allowed to attend the Auction, attendees unconditionally and irrevocably agree that their images and voices may be so record and used by Auction team in all types of media without territorial, time or use limitation and without compensation being owed or paid to Attendees by Auction Team or Seller. 12 MEDIATION: THE PARTIES UNDERSTAND AND AGREE THAT: UNDER ALL CIRCUMSTANCES INCLUDING DEFAULT, ESCROW AGENT HOLDING THE EARNEST MONEY DEPOSIT WILL NOT DISBURSE IT TO EITHER PARTY UNTIL BOTH PARTIES HAVE EXECUTED AN AGREEMENT AUTHORIZING THE DISBURSEMENT OR UNTIL A COURT OF COMPETENT JURISDICTION HAS DIRECTED A DISBURSEMENT OR AS OTHERWISE AGREED UPON IN THIS CONTRACT OR FIVE YEARS AFTER CLOSING DATE, ESCROW AGENT MAY NICHOLS EQUIPMENT: TERMS OF AUCTION (pages 1-4) COOPERATING BROKER REGISTRATION FORM (pages 5-6) SALES CONTRACT (pages 7-15) 4 DISBURSE EARNEST MONEY TO SC TREASURER. EARNEST MONEY WILL NOT BE DISBURSED UNTIL DETERMINED TO BE GOOD FUNDS. IF LEGAL ACTIONS OCCUR, NONPREVAILING PARTY AGREES TO INDEMNIFY AND PAY ESCROW AGENT'S FEES, COURT COSTS AND ATTORNEY FEES. IF INTERPLEADER OR MEDIATION IS TO BE UTILIZED, PARTIES AGREE THAT $500.00 OF EARNEST MONEY SHALL BE RELEASED AND/OR PAID TO THE ESCROW AGENT PRIOR TO FILING INTERPLEADER OR MEDIATION AS COMPENSATION. ESCROW AGENT ACKNOWLEDGES DUTIES. 13CHOICE OF LAW, JURISDICTION, AND VENUE: Any auction matter shall be exclusively construed and governed in accordance with the laws of the state of South Carolina, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any controversy or claim between the parties shall be the County of Berkeley, in the State of South Carolina. 14 MISCELLANEOUS: The Terms of Auction shall bind Bidders and their agents, assigns, attorneys, beneficiaries, brokers, directors, distributees, employees, executors, heirs, legatees, officers, representatives, shareholders, and successors in interest. No deletion, modification, supplement, or waiver of any provision of the Terms of Auction shall be made, except by Auctioneer’s written revision or announcement at the Auction.