FARM AND HOME REALTY, LLC ONLINE AUCTION TERMS AND CONDITIONS The following provisions are the TERMS AND CONDITIONS for the auction occurring October 20-27, 2020 (the "Auction"). The Auction will be conducted by Farm & Home Realty, LLC ("Farm & Home") utilizing HI-BID Auction Bidding Platform on behalf of Hall Properties B, LLC (the "Seller"). Anyone who registers to bid agrees to be bound by these Terms and Conditions. I. Definitions. The following terms shall have the stated meanings for all purposes of the Terms and Conditions: a. "Bidder" means any person or entity that registers or bids for the Auction. b. "Closing" has the meaning assigned to it in Article 3. c. "Fee" has the meaning assigned to it in Article 2. d. "Real Estate" means the real property offered in the Auction. II. Bidding Registration. a. Requirement to Register. Anyone seeking to participate in the Auction must register as a Bidder before or during the Auction. Bidders are urged to register as soon as possible. b. Eligibility. Bidder must be eligible to enter into a legal contract. c. Account Information. i. Bidder is responsible for providing complete and accurate account information at registration. ii. Bidder accepts full responsibility for any use of their online bidding account. iii. Bidder is responsible for keeping their account details confidential. In the event that Bidder believes their account has been compromised, Bidder must contact Farm & Home at 316-540-3124 as soon as possible. d. Reservation to Reject. Farm & Home reserves the right to reject Bidder and Bidder's registration. III. Auction Procedure. a. Bidding Process. i. Online Bidding Process 1. Prior to placing a bid, the bidder should be assured they have funds available to Close the transaction as scheduled. 2. Once a bid is placed it may not be retracted. Any bid placed is an irrevocable offer to purchase the Real Estate and Bidder will be bound by that offer. 3. Bidder may place a maximum bid anytime during the Auction (contact a Farm and Home Agent for details.) 4. Farm and Home may extend the closing time of the auction due to technical difficulties. 5. Bidding increments will be a minimum of $50 (per acre). b. Fees. i. There is no buyer's premium ii. Buyer agrees to pay Closing Fees per Auction Bill & Purchase Contract c. Reservation. Farm & Home reserves the right to: i. Reject any bids it suspects to be fraudulent or illegitimate. ii. Bidding increments on this Auction will be a minimum of $50 (per acre) iii. Extend the closing time or restart the Auction due to disruptions caused by technology failures or errors, even after bidding has commenced. IV. Post-Sale Procedure. a. Closing on or before November 13, 2020 at Security 1st Title, Eureka, KS (620-583-5020, Rita Anello at ranello@security1st.com). V. Listing Accuracy. Seller has sole responsibility for accuracy and content of the listing. VI. Property Inspection. a. Buyer takes the Real Estate "as is and where is", subject to any easements, zoning restrictions, and any other encumbrance, without any warranties from Seller and Farm & Home. b. Buyer is urged to have any inspections they desire - at their own expense prior to bidding. Farm and Home Agents will make the property available for inspection. c. Bidder waives any claim against Seller or Farm & Home for all direct, incidental, and consequential damages to property or person accrued while inspecting the Real Estate. VII. Bidder Conduct and Prohibited Behavior. The following conduct is prohibited: a. Any use that violates the Terms and Conditions or applicable law. b. Any use designed to overburden or otherwise impair the function of the bidding platform or the Auction. c. Harassment or other interference with another person or entity's ability to bid. VIII. LIMITATIONS ON LIABILITY. a. REGISTRATION CONDITION. AS A CONDITION OF REGISTERING, BIDDER WAIVES ALL CLAIMS AGAINST FARM & HOME IN CONNECTION TO AUCTION OR REGISTRATION. b. ADDITIONAL SPECIFIC EXAMPLES. IN ADDITION TO THE ABOVE CLAUSE, BIDDER WAIVES ANY CLAIM AGAINST FARM & HOME: i. FROM ANY DAMAGES ARISING OUT OF THE SALE, INCLUDING BIDDING ERRORS AND BIDS NOT EXECUTED OR ACKNOWLEDGED. ii. FROM ANY DAMAGES IN THE EVENT OF A SOFTWARE FAILURE OR TORTIOUS INFLUENCE SUCH AS A CYBER ATTACK. iii. FROM ANY DAMAGES ARISING OUT OF A PROPERTY INSPECTION. c. INDEMNITY. BIDDER AGREES TO INDEMNIFY AND HOLD HARMLESS FARM & HOME FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, AND LIABILITIES, INCLUDING EXPENSES AND ATTORNEY'S FEES. IX. Privacy Policy. a. Bidder is on notice and agrees to Farm & Home's general Privacy Policy on auctions is: i. After the Auction we provide, by request only, the Buyer's name and the amount of the sales price. ii. We do not include the Buyer's name in any advertising. iii. We do not provide any Party with the Buyer's phone number, mailing address or email address - outside of the necessary Closing process. iv. We will place Buyer's name and email address on our "Auction Alert" email list - unless otherwise requested by Buyer. v. We may keep the Buyer's information in our files for future marketing reference. X. Account Termination. a. After Closing, all Bidder account information is deleted by HI-BID. XI. Right to Change Terms & Conditions. a. Farm & Home reserves the right to change the provisions of the Terms and Conditions. XII. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas excluding the choice of law provisions. Each party submits to the personal jurisdiction of the state and federal courts sitting in Sedgwick County, Kansas and agrees that any action concerning the provisions shall be exclusively brought in those Courts. XIII. Severability. Should any provision of these Terms and Conditions for any reason whatsoever be determined to be invalid or unenforceable, the provision shall be deemed severable and shall not affect the enforceability or validity of all other provision of these Terms and Conditions. XIV. Dispute Resolution. In the event of controversy between the parties arising out of or relating to this Agreement, or the performance thereof, the following shall apply: a. The parties shall at all times exercise good faith and attempt to resolve the dispute. b. The dispute shall be referred by either party by notice to the other, to the Presidents (or principals if there is no president) of the parties who shall in good faith endeavor to resolve the dispute within twenty-one (21) days. c. If the Presidents (or Principals) have not resolved the dispute within that time period, either party, by notice to the other, may cause the dispute to be mediated. Within ten (10) days following this notice, the Presidents (or Principals) shall endeavor to jointly select a mediator who shall establish a mediation process which the parties shall follow. d. If the Presidents (or Principals) are unable to jointly select a mediator within the time period or if the mediator determines that the mediation is deadlocked, the dispute shall be determined by arbitration in accordance with the rules then in force of The American Arbitration Association, and judgment on the award rendered may be entered in any court having jurisdiction over the parties. XV. Questions. If Bidders have any questions about the Terms and Conditions or the Auction, contact Anthony Youngers or John Hillman at Farm & Home Realty, LLC at 316-540-3124. XVI. Acceptance of Terms and Conditions. a. Placing a bid is irrebuttable proof that Bidder agrees to the Terms and Conditions. b. Acceptance to the Terms and Conditions binds Bidder and Bidder's partners, employees, agents, or assigns. c. By placing the Bid, the Bidder acknowledges they have completed their due diligence and are accepting the Property in "as is" and "where is" condition. They acknowledge receipt and acceptance for the following: i. Purchase contract ii. Greenwood County tax and property information iii. Title Insurance and cited documents iv. Groundwater Addendum v. Seller's Property Condition Report vi. Maps: aerial, soil, flood zone vii. Real Estate Agency Brochure indicating that Farm and Home is acting solely as Agent of the Seller. XVII. Settlement. a. Immediately after conclusion of the Auction the High Bidder will be contacted by a Farm and Home Agent. At that time Agent will assist the Buyer in completing the Purchase Contract and providing wire information for earnest money. Within 24 hours after Auction closes, the High Bidder will complete and provide the following: i. Provide to Farm and Home by personal delivery at 229 N Main, Cheney, KS 67025 or by email to anthony@farmandhomeks.com or jami@farmandhomeks.com or by Overnight Mail a signed Purchase Contract. ii. Provide earnest money/down payment check as indicated on Auction Bill and Purchase Contract. This may be personally delivered to Farm and Home at 229 N Main, Cheney, KS 67025 or by Overnight Mail. This check may also be Overnight Mailed to Security 1st Title Company, Eureka, or by wire service to Security 1st Title. Contact Rita Anello at 620-583-5020 or ranello@security1st.com.