EXHIBIT “A”

TERMS AND CONDITIONS

Gold City Holding, LLC

Villa Rica, Carroll County, GA

Wednesday, March 15^th @ 10:00 AM

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 “A,” 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 GOLD CITY HOLDING, LLC. (Seller), TO OFFER AT AUCTION, (2) buildings and 8.29 acres located at 615 Industrial Blvd Villa Rica, 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 nor the Auctioneer 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.

We require all bidders register and obtain a bid number in order to participate in the bidding process. 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.

The Seller has the right, at their sole discretion; to add or withdraw all or any portion of the property before the auction on Wednesday, March 15^th @ 10:00 AM. This property is Selling Subject to Owner Confirmation and all offers may be held open until Friday, March 17^th @ 5:00 PM.

CONVEYANCE: Property will be conveyed by Limited Warranty Deed with title insurance available at the Buyer’s expense.

RESERVATIONS & RESTRICTIONS: The real estate will be sold subject to any and all restrictions, public utilities, encroachments, zoning ordinances, easements, Carroll County regulations, protective covenants, any existing rights of way and all other matters now of record or shown on attached plat.

ONLINE PURCHASERS’ PAYMENT: At the close of the auction, successful Purchaser(s) will be emailed the contract package to execute and return to Dempsey Auction Co. Successful Purchaser(s) will deposit 10% of the Contract Sales 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(s) shall be responsible for all wire transfer fees. Successful Purchaser(s) 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.

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. Dempsey Auction Company is providing online bidding as a service to Bidder. Bidder acknowledges and understands that this service may or may not function correctly the day of the auction. Under no circumstances shall Bidder have any kind of claim against Dempsey Auction Company or anyone else if the internet service fails to work correctly. Dempsey Auction Company will not be responsible for any missed bids from any source.

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 Conditions and the Sales Contract.

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 payment may be made with either a personal or company check. 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.

SURVEY: We are selling this property according to registered boundary survey performed by Elbert Angel, GRLS #1742. A survey/staking fee of $2,100 for tract A and $1,100 for tract B will be due and collected today. 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 auction, 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. Phil Wilkins with Tisinger Vance Law Firm, 100 Wagon Yard Plaza, Carrollton, GA 30117. We encourage you to contact Mr. Wilkins’s office as soon as possible to discuss the closing.

CLOSING COSTS: The Seller will provide a Limited Warranty Deed, unless otherwise disclosed, at closing. If for some reason the Seller is unable to convey good and marketable title to the property, unless otherwise noted, 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 on or before 30 days after closing.

TAXES: The 2023 Real Estate property taxes will be prorated as of closing. If any additional taxes are assessed resulting from the change of use by the Purchaser, they will be the responsibility of the Purchaser.

AGENCY: The Auctioneer is acting as Agent of 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 and/or 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: DAC reserves the right to offer the property any way we see fit to obtain the seller the most money.

Dempsey Auction Company is the “Agent of the Seller” and our fiduciary duties of loyalty and faithfulness are owed to the Seller.

NOTE: This auction is being recorded by video and 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 “A”.

PERSONAL PROPERTY TERMS AND CONDITIONS

Villa Rica, Carroll County, GA

Wednesday, March 15, 2023

CONDITIONS OF SALE: Dempsey Auction has entered a contract with the GOLD CITY HOLDING, LLC, Seller, TO OFFER AT AUCTION, Assorted Personalty as described by the attached list.

All personal property is selling “AS IS, WHERE IS” free and clear from all liens and judgments. 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, purpose, or merchantability, concerning the property are given by the Auctioneer or Seller. Neither the Auction Company nor the Auctioneer 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, have had the opportunity to inspect the Property and have declined, or have not inspected the Property at all, and in any event, is not relying on any warranty or representation of the Seller, Auctioneer or any agent thereof. No claim will be considered for allowance, adjustment, or rescission of any sale based upon the failure of the property to correspond to any particular standard of expectation.

Lots 24 (Mustang), 25 (Hyundai), and 26 (Hyster) to be reserved until Friday, March 17th @ 4:00 pm

We require all bidders register and obtain a bid number in order to participate in the bidding process. As far as possible, the auction will proceed in numerical sequence; however, it shall be at the Auctioneer's option to consolidate or break down lots or quantities offered and sell lots out of the scheduled numerical sequence.

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. In the event of a tie bid, the Auctioneer shall have the right to reopen the bidding to determine the highest bidder between the tie bidders only.

The Seller has the right, at their sole discretion; to add or withdraw all or any portion of the property prior to auction on Wednesday, March 15^th @ 10:00 AM.

While quantities and descriptions are believed to be correct, neither the Auctioneer nor the Sellers make any guarantees and will not be held responsible for listings, or advertisement inaccuracies or discrepancies. Please inspect the merchandise, as no adjustment will be made for errors in descriptions or quantity estimate. Be sure you bid on the lots you wish to buy. We cannot correct any errors on your part.

Upon the award of bid, title and all risk of loss, damage to or destruction of the purchased item, passes to the Purchaser, and the Auctioneer nor Seller shall have any liability whatsoever for any damages to or destruction of any such lots. Dempsey Auction Company is not responsible for equipment left on premises upon completion of the auction. Buyers are advised to remove their purchases as soon as possible or obtain insurance for potential loss.

It shall be the prerogative of the Auctioneer, at his discretion, to have the right to call upon any bidder at any time during the auction sale to pay 25% bid deposit of their purchases during the auction sale. The decision of the Auctioneer shall be final in all matters pertaining to property removal and/or the extent of contents of lots sold, etc.

PAYMENT: All purchases must be paid for in full at sales conclusion on sale day. Purchases must be paid for in cash; debit/credit card (~3.5% convenience fee); certified check; approved personal or company check - Driver’s license will be required for ALL purchases paid by check or card. There will be a 10% BUYERS PREMIUM charged on all confirmed sales. Sales price consists of bid price plus BUYER’S PREMIUM.

SALES TAX: 7% Sales Tax will be charged and collected on ALL purchases unless you hold valid sales tax exemption certificate and/or GATE Card and executes a sales tax exemption form. If purchaser does not know his tax number and present his certificate or GATE Card, sales tax will be paid.

VEHICLE TITLES: All vehicle titles will be sent, by certified mailed, within 10 business days from sale date. Please make certain to notify the Bookkeeper how you want the vehicle titled. Sales tax WILL NOT be collected on vehicle purchases, it will be paid at the time of tag application.

ONLINE PURCHASERS’ PAYMENT: After the auction, invoices will be settled to the credit card on file, and you will receive an email with your paid invoice for your information. The invoice will show in detail the high bid amount, the buyer’s premium, the sales tax, the 3.5% credit/debit card convenience fee, and the invoice total. If your invoice shows that there is a balance due, Dempsey Auction must receive the balance of the total purchase price no later than Noon on Thursday, March 15, 2022, (the "Final Payment Date"). Payments will be accepted by Visa, MasterCard, American Express, Discover, Cash, Bank Wire Transfer, or Certified Cashier's Check only. Purchaser shall be responsible for all wire transfer fees. IF DEMPSEY AUCTION HAS NOT RECEIVED PAYMENT FOR WINNING BIDS WITHIN 24 HOURS FROM THE CONCLUSION OF THE AUCTION, THE BIDDER AUTHORIZES DEMPSEY AUCTION TO CHARGE LIQUIDATED DAMAGES TO THE CREDIT CARD LEFT ON FILE DURING THE REGISTRATION PROCESS.

CHECKOUT: Removal may begin at Sales conclusion until 5:00 PM and Thursday, March 16^th, 9am – 4pm; Special Accommodations will be made for the larger items. Purchases MAY NOT be removed until Sales conclusion. YOU MUST HAVE A PAID RECEIPT TO REMOVE ITEMS – NO EXCEPTIONS!!

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. Neither the Auctioneer nor the Seller makes any 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.

Buyer/Bidder(s) agree that ALL equipment, vehicles, scrap and personal property of any kind whatsoever shall be removed from the auction site within the specified timeframe as published above and announced at the auction. Auction company nor the seller shall have any liability whatsoever related to the security or condition of the property referenced herein and all responsibility for security, insurance and protection is the responsibility of the buyer. Buyer shall be responsible for restoring any damage they may cause to the real estate as a result of their actions in removing the property. Any personal property, scrap or equipment remaining on the property after pickup period shall be considered abandoned no later than April 15, 2023, and buyer/bidder(s) exclusively surrenders and relinquishes any right, ownership interest and/or possession to the property owner for which the property in question is located.

Large Retail/Warehouse Building on 8.29 ac Villa Rica, Carroll Co, GA Auction