EXHIBIT “B”

TERMS & CONDITIONS

Keith A. Brown, Joyce T. Brown & MIDRIV, LLC.

RIverdale, Clayton County, & McDonough, Henry County, GA

These “Terms and Conditions” supersede all other printed and oral statements and will be attached to and become a part of the Real Estate Sales Contract as Exhibit “B”, which will prevail over this document and any other agreement between the buyer and seller.

CONDITIONS of SALE: Dempsey Auction Company (Auctioneer/Broker) has entered into a contract with the Mr. Keith A. Brown, Joyce T. Brown & MIDRIV, LLC (Sellers), to offer at AUCTION, 3 certain parcels of real estate (7228 Hwy #85, 7461 & 7473 w. Fayetteville Rd) located in Clayton County and 1 certain parcel of real estate (3897 Jodeco Rd) in Henry County, GA.

All property, real and personal, is selling “AS IS, WHERE IS” and being conveyed by Seller as provided for below. It is offered for sale and sold “AS IS and WITH ALL FAULTS, IF ANY” without representation or warranty of any kind as to their condition. No warranties, either statutory or otherwise, expressed or implied, including those as to the fitness for a particular use or purpose, habitability, merchantability, or environmental condition including, but not limited to, any hazardous substances, hazardous waste, petroleum or petroleum by-products (collectively Hazardous Materials), concerning the property are given by the Auctioneer or Seller. Neither the Auction Company or the Seller makes any representation concerning the property whatsoever. All bidders acknowledge and agree by their participation in the Auction, that he/she has inspected the Property and is not relying on any warranty or representation of the Seller, Auctioneer or any agent thereof. For compliance with Section 1018 of the Residential Lead-Based Paint Hazard Reduction Act of 1992, interested purchasers have had ten a (10) day inspection period prior to the auction for assessment of possible lead-based paint hazards.

All decisions of the Auctioneer will be final, including the increments of bidding, disputes among bidders, or any other issues that might arise before, during or after the auction. We request all bidders register and obtain a bid number.

The Seller has the right, at their sole discretion; to add or withdraw all or any portion of the property before the auction on Thursday, March 25^th @ 2:00pm. Properties located at 7228 Highway 85 Riverdale, Ga and 7461 W Fayetteville Rd, Riverdale, Ga are Selling Subject to Owner Confirmation and all offers may be held open until Monday, March 29^th @ 5:00pm. Properties located at 7473 W Fayetteville Rd, Riverdale, Ga and 3897 Jodeco Rd, Mcdonough, Ga are Selling Absolute, Regardless of Price.

RESERVATIONS & RESTRICTIONS: The real estate will be sold subject to all Restrictions, Public Utilities, Encroachments, Zoning Ordinances, Easements, Clayton County and Henry County Regulations, Protective Covenants, any Existing Right of Ways and all other matters now of record.

All personal property and equipment are reserved. Selling subject to the Rights of the Tenant at Will at 7461 W Fayetteville Rd and subject to all Lease Agreements for offerings 1, 2, and 4.

TERMS: 10% down of the pruchase price with the balance due on or before 30 days from sale date; or with an additional 20% down at closing, balance to be financed for a 10-year period at 5% interest with a 30 year Amortization, with 119 equal monthly payments and the 120th payment being a balloon for the remaining balance. The loan to be secured by the above-mentioned property with a personal guarantee with NO Pre-Payment penalty. These terms are subject to owner approval. This is a cash sale. It is not contingent upon purchaser obtaining financing other than the above mentioned owner financing.

PAYMENT: A 10% Buyer’s Premium on Real Estate will be added to the Bid Price on all real estate today to arrive at the final purchase price. The purchaser will be required to sign the Real Estate Sales Contract and pay a non-refundable earnest money deposit equal to 10% of the final purchase price immediately following the Auction. This deposit will be held in a non-interest-bearing escrow account under the control of Dempsey Auction Co. No disbursements will be made from this escrow account until closing or otherwise in accordance with this agreement. In the event the purchaser fails to close and pay his/her balance when due, the deposit may be retained by the Seller and Auctioneer as liquidated damages in addition to any other remedies available to the Seller and Auctioneer.

ONLINE PURCHASERS PAYMENT: At the close of the auction, successful bidders will be emailed the contract package to execute and return to Dempsey Auction Co. Successful bidders will deposite 10% of the Contract Price as earnest money in the form of cashier’s check or bank wire transfer with Dempsey Auction Co within 24 hours of receipt of the contract package. The entirety of the remaining balance is due at closing as stipulated in the “Terms and Conditions”. Purchaser shall be responsible for all wire transfer fees. Successful high bidders not executing and returning their contract with earnest money deposit within 24 hours of receipt will be considered in default and subject to an Administrative Fee (as defined below). All Administrative Fees are non-refundable.

DEFAULT: In the event a winning bidder fails to submit the signed “Sales Contract” and deposit earnest money as provided in the pre-stipulated Terms and Conditions, the winning bidder will be charged an administrative fee of $2,500 on the credit card provided at auction registration. Additional default remedies are reserved by Dempsey Auction Co and the Sellers as provided in the Terms and Condition and the Sales Contract.

SURVEY: We are selling this property according to a registered and approved boundary survey. Each tract has been surveyed for this auction by Elbert Angel, a Georgia registered land surveyor, License #1742. A survey/development fee of $2500 for 7228 HWY 85, $1500 for 7461 W Fayetteville Rd, $1500 for 7473 W Fayetteville Rd, and $500 for 3897 Jodeco Rd will be due and collected the day of auction. The accuracy of the survey is the sole liability of the surveyor and the Purchaser, and the Purchaser does hereby release the Seller and Dempsey Auction Co from all liability in all matters concerning the survey.

CLOSING: Closing shall take place within 30 days of acceptance, in accordance with the Real Estate Sales Contract, or on a date mutually agreed upon by the Seller and Purchaser(s) in writing. The closing attorney is Mr. Ted Corwin with Brumlow, Corwin and Delashmit Law Firm, 250 S Tennessee Street Cartersville, Georgia 30120. We encourage you to contact their office as soon as possible to discuss the closing.

CLOSING COSTS: The Seller will provide a Limited Warranty Deed at closing, guaranteeing Good and Marketable Title and pay their prorated share of the property taxes. In the event the Seller is unable to convey marketable title to the property, the Purchaser(s) Earnest money deposit will be returned.

All other costs including, but not limited to, Attorney’s Closing Fees, Recording and Handling Fees, Deed Transfer Taxes, Title Search, Title Insurance, Loan Origination Fees, etc., will be at the Purchaser’s expense.

POSSESSION: Purchaser(s) will be granted possession of real estate at closing, on or before April 24, 2021

TAXES: The Real Estate property taxes will be prorated to the date of closing. Any additional taxes assessed resulting from the change of use by the purchaser will be the responsibility of the purchaser.

AGENCY: In accordance to the Georgia Agency Disclosure Law, BRRETA Act Section 19-6A-5, Dempsey Auction Company is acting as agent for the seller only in this transaction and is to be paid a fee pursuant to a separate written agreement between seller and the auctioneer. The auctioneer is not acting as an agent for the purchaser in this transaction. Any third-party broker is not a sub-agent of the auctioneer.

BUYER’S NOTE: Dempsey Auction Company and the Seller reserve the right to amend any terms of conditions of the auction by announcing such amendments prior to or during the auction. All information published, announced or contained herein was derived from sources believed to be correct; however, it is not guaranteed by the Seller or the Auctioneer. The Auctioneer makes no warranty or guarantee as to the correctness and completeness of any information. Personal on-site inspection of the property is recommended. The failure of any bidder to inspect, or to be fully informed as to the condition of the property, will not constitute grounds for any claim or demand for adjustment or withdrawal of bid, offer, or earnest money after its opening tender. Any and all announcements made from the auction stand take precedence over all other verbal, printed, announced and/or distributed information.

METHOD of SALE: Dempsey Auction reserves the right to offer the property any way we see for to obtain the SELLER the most money.

In accordance with BRRETA Act Section 19-6A-5, Dempsey Auction Company is the “Listing Agent and Selling Agent of the Seller” and our fiduciary duties of loyalty and faithfulness are owed to the Sellers, Keith A. Brown, Joyce T. Brown & MIDRIV, LLC.

NOTE: This auction is being recorded by audio in its entirety for legal purposes.

I have received, read, understand and agree to the information in these “Terms and Conditions” which will become a part of the sales contract and will hereafter be Exhibit “B”.