BIDDING TERMS & CONDITIONS OF REAL ESTATE AUCTION THE SHELBY AVENUE COLLECTION 816 Shelby Avenue | 818 Shelby Avenue #A | 818 Shelby Avenue #B Nashville, Tennessee 37206 ONLINE WEBCAST REAL ESTATE AUCTION Please read these Terms & Conditions carefully before registering or placing a bid. By registering for this auction or placing a bid through either authorized bidding platform, each bidder acknowledges that they have read, understand, and agree to be bound by these Terms & Conditions. Any announcements, corrections, additions, deletions, or modifications made by the Auctioneer prior to or during the auction shall take precedence over previously published or advertised information. ________________________________________ AUCTION FIRM & AUCTION PARTNER JD's Realty & Auction, LLC ("JD's," "Auction Firm," or "Auctioneer") is conducting this real estate auction on behalf of the Seller in partnership with Advantage Auctions. Online bidding will be available through two separate authorized HiBid auction platforms: " JD's Realty & Auction - HiBid " Advantage Auctions - HiBid Bidders may register and participate through either authorized bidding platform. A bidder is required to register on only one platform to participate. Both platforms provide access to the same auction event; however, the two HiBid catalogs are separate systems and do not automatically synchronize bids with one another. The Auctioneer will conduct the auction in a webcast-style format and will coordinate bidding activity between the two platforms as described below. Regardless of which authorized platform a bidder uses, all bidders are participating in the same auction event and are subject to these Terms & Conditions. ________________________________________ PROPERTIES OFFERED & ORDER OF SALE The Shelby Avenue Collection consists of three separate real estate auction lots: LOT 1 818 Shelby Avenue #A, Nashville, TN 37206 LOT 2 818 Shelby Avenue #B, Nashville, TN 37206 LOT 3 816 Shelby Avenue, Nashville, TN 37206 The properties will be offered one lot at a time in the order determined and announced by the Auctioneer. Each property constitutes a separate auction lot. Bidders may purchase one, two, or all three properties. Each lot is selling subject to Seller confirmation. ________________________________________ WEBCAST BIDDING PROCEDURE This auction will be conducted in a webcast-style online format utilizing two separate HiBid bidding platforms simultaneously. The Auctioneer will conduct and control the bidding on each lot. Bids may originate from either the JD's Realty & Auction HiBid platform or the Advantage Auctions HiBid platform. Because the two platforms do not automatically communicate or synchronize with one another, the Auctioneer and/or authorized auction staff may enter, communicate, acknowledge, or advance the current bid on one platform to reflect competitive bidding received through the other authorized platform. For example, if a bidder using the JD's platform places a qualifying bid, the Auctioneer may advance or reflect the bidding on the Advantage Auctions platform so bidders participating there have an opportunity to continue bidding, and vice versa. Accordingly, a bid appearing on a bidding platform may represent a competing bid received through the other authorized bidding platform and may not necessarily represent a separate bidder registered directly through the platform on which that bid appears. This procedure is intentional and is necessary to conduct one competitive auction simultaneously through two independent online bidding platforms. The Auctioneer will maintain control of the bidding process and determine the recognized high bid and high bidder. ________________________________________ NO AUTOMATIC EXTENDED BIDDING This auction does not rely upon an automatic soft-close or automatic extension system to determine when bidding concludes. The Auctioneer controls the opening, advancement, and closing of bidding on each lot. The Auctioneer will provide bidders participating through both authorized platforms a reasonable opportunity to respond to competing bids before declaring a lot sold or bidding concluded. Do not rely upon a countdown clock or automatic platform closing time as the sole indication that bidding has ended. A lot remains open for bidding until the Auctioneer declares bidding on that lot closed. The Auctioneer's declaration that bidding has concluded shall control over any countdown timer, displayed closing time, or automated platform indication to the contrary. ________________________________________ ONE LOT AT A TIME The properties will be offered one lot at a time. Bidding on a subsequent lot will generally begin after bidding on the preceding lot has concluded, unless otherwise announced by the Auctioneer. Bidders interested in more than one property should remain logged in and actively monitor the auction until all desired properties have been offered. The sale or conclusion of bidding on one property does not automatically close bidding on any other property. ________________________________________ AUCTIONEER'S CONTROL OF BIDDING The Auctioneer shall have sole authority to administer and control the bidding process, including: " Recognizing bids; " Establishing or changing bid increments; " Communicating bids between the two authorized platforms; " Advancing bidding on either platform to reflect competitive bids received through the other platform; " Determining the current high bid; " Resolving bidding disputes; " Reopening bidding when reasonably necessary; " Rejecting a bid when appropriate; " Determining when bidding has concluded; and " Declaring the successful high bidder. In the event of a discrepancy between the two bidding platforms, the Auctioneer's records and determination shall control. The Auctioneer's decisions regarding the conduct of bidding shall be final, subject to applicable law. ________________________________________ INSPECTION & DUE DILIGENCE The properties are available for inspection by appointment and/or during announced preview periods. Prospective buyers and their representatives are strongly encouraged to inspect the properties and complete all desired due diligence before bidding. It is the bidder's responsibility to independently verify all information important to the bidder's purchasing decision, including but not limited to: " Square footage; " Acreage and boundaries; " Zoning; " Permitted uses; " Utilities; " Improvements; " Property condition; " Taxes; " Title matters; " Schools; " Rental restrictions; " Furnishings and personal property included with the sale; and " Any other material facts. Information provided by the Seller, Auction Firm, Advantage Auctions, MLS, websites, advertisements, tax records, photographs, measurements, floor plans, or other sources is believed to be accurate but is not guaranteed. ________________________________________ BIDDER REGISTRATION All bidders must register through either the JD's Realty & Auction HiBid platform or the Advantage Auctions HiBid platform before bidding. Registration may require identification, contact information, financial information, proof of funds, lender information, or other information reasonably requested by the Auction Firm. The Auction Firm reserves the right to approve, reject, suspend, or revoke bidder registration when reasonably necessary to protect the integrity of the auction. By registering or placing a bid, the bidder acknowledges and accepts these Terms & Conditions. ________________________________________ BIDS ARE BINDING All bids are binding. Bidders should carefully review the property, bid amount, Buyer's Premium, deposit requirement, and all auction terms before submitting a bid. Once acknowledged by the Auctioneer, a bidder may not retract or reduce a bid except with the express consent of the Auctioneer. Bidders are responsible for monitoring the webcast and their bidding platform throughout the auction. ________________________________________ BUYER'S PREMIUM A 10% Buyer's Premium will be added to the successful high bid for each property to determine the Total Purchase Price. Example High Bid: $1,000,000 10% Buyer's Premium: $100,000 Total Purchase Price: $1,100,000 The Buyer's Premium becomes part of the Total Purchase Price. ________________________________________ CONTRACTS & DEPOSIT The successful high bidder on each property shall execute the applicable Purchase and Sale Agreement promptly following the conclusion of the auction. The successful Buyer shall pay a non-refundable deposit equal to 10% of the successful high bid amount for each property purchased. Example High Bid: $1,000,000 Required Deposit: $100,000 The deposit is calculated from the high bid amount before the Buyer's Premium is added. The deposit shall be due at the conclusion of the auction or no later than the next business day if the auction concludes after normal business hours. Deposits must be made by wire transfer, cashier's check, or another payment method approved by the Auction Firm. The deposit shall be credited toward the Total Purchase Price at closing. Upon Seller confirmation and execution of the Purchase and Sale Agreement, the agreement shall be binding upon Buyer and Seller and may not be revoked or terminated except as expressly provided in the Purchase and Sale Agreement. ________________________________________ NO FINANCING CONTINGENCY The purchase is not contingent upon financing. Bidders requiring financing should obtain approval and make all necessary financial arrangements before bidding. Failure to obtain financing does not relieve a successful bidder from the bidder's contractual obligations. ________________________________________ NO APPRAISAL CONTINGENCY The purchase is not contingent upon the property appraising for the Total Purchase Price or any other amount. ________________________________________ NO INSPECTION CONTINGENCY The purchase is not contingent upon inspections or additional due diligence following the auction. All desired inspections and due diligence should be completed before bidding. ________________________________________ PROPERTY CONDITION Each property is being sold: AS-IS, WHERE-IS, WITH ALL FAULTS AND AS-INSPECTED. No warranties or guarantees are expressed or implied by the Auction Firm, Advantage Auctions, or Seller except as expressly provided in the Purchase and Sale Agreement or required by law. Each bidder acknowledges that the bidder has had the opportunity to inspect the property and conduct independent due diligence before bidding. ________________________________________ FURNISHINGS & PERSONAL PROPERTY The properties are being marketed as furnished. Only furniture, appliances, fixtures, accessories, electronics, artwork, décor, equipment, and other personal property specifically identified as included in the applicable auction documents or Purchase and Sale Agreement shall convey with the property. Photographs, videos, virtual tours, or marketing materials should not be relied upon as establishing that any particular item of personal property is included in the sale. ________________________________________ AGENCY JD's Realty & Auction, LLC and its auctioneers, brokers, agents, and representatives represent the Seller only in this transaction unless otherwise expressly disclosed in writing. Cooperation with buyer agents or referring brokers does not create an agency relationship between the Auction Firm and the Buyer. ________________________________________ BROKER PARTICIPATION Buyer brokers may be eligible for compensation pursuant to the Auction Firm's published Broker Participation Agreement and requirements. To qualify, the buyer's broker must satisfy all published requirements, including any registration deadlines and documentation requirements. Participating brokers may be required to: " Register their buyer in writing within the required time period and before prohibited prior contact occurs; " Provide a valid Buyer Representation Agreement; " Remain actively involved in the transaction through closing; and " Comply with all other published Broker Participation requirements. Any broker compensation shall be governed by a separate written Broker Participation Agreement or compensation agreement. ________________________________________ Closing & Title Company Closing shall occur on or before 30 days following the auction, unless otherwise agreed to in writing. Time is of the essence. Closing shall be conducted through: City Title Company 301 Plus Park Blvd., Suite 502 Nashville, TN 37217 Closing Title Agent: Cori Schuyler Phone: 615-514-5647 Email: cori@citytitle.com City Title Company will coordinate the closing and provide the necessary closing services for the transaction. The Buyer shall pay the Buyer's customary closing costs. The Seller shall convey marketable title by General Warranty Deed, subject to permitted exceptions and the provisions of the Purchase and Sale Agreement. Possession shall be delivered at closing unless otherwise stated in writing. CLOSING Closing shall occur on or before 45 days following the auction, unless otherwise agreed to in writing. Time is of the essence. The Buyer shall pay the Buyer's customary closing costs. The Seller shall convey marketable title by General Warranty Deed, subject to permitted exceptions and the provisions of the Purchase and Sale Agreement. Possession shall be delivered at closing unless otherwise stated in writing. ________________________________________ PRE-AUCTION OFFERS The Seller reserves the right to consider and accept a pre-auction offer. Until the Seller enters into a binding agreement prohibiting such action, the Seller and Auction Firm reserve the right to modify, postpone, or cancel the auction or remove one or more properties from the auction as permitted by law. ________________________________________ TECHNOLOGY DISCLAIMER This auction utilizes two independent third-party HiBid bidding platforms. Neither JD's Realty & Auction nor Advantage Auctions guarantees uninterrupted or error-free operation of HiBid, any website, internet connection, computer system, mobile device, or related technology. The Auction Firm and Advantage Auctions shall not be responsible for a bidder's inability to place or transmit a bid caused by: " Internet failure; " Device failure; " Software problems; " Delayed transmission; " Platform interruption; " User error; or " Other technological issues outside their reasonable control. Bidders should not wait until the last moment to submit a bid. Because this auction is controlled by the Auctioneer rather than an automatic closing mechanism, bidders should remain actively engaged until the Auctioneer declares bidding concluded. In the event of a material technology issue, the Auctioneer may pause, reopen, continue, reschedule, or otherwise administer bidding in a manner reasonably intended to preserve the integrity of the auction. ________________________________________ HIGH BIDDER NOTIFICATION Successful bidders will be notified using the contact information provided during registration. Notification may be made by email, telephone, electronic signature platform, or other reasonable means. Bidders are responsible for monitoring their email, telephone, and bidding account following the auction and completing all contractual obligations within the required time periods. Failure to receive or notice a notification does not relieve a successful bidder of obligations resulting from a valid bid. ________________________________________ BUYER DEFAULT If a successful bidder fails or refuses to execute required documents, deliver the required 10% deposit, close the transaction, or otherwise perform the bidder's obligations, the bidder may be considered in default. The Seller and Auction Firm shall retain all rights and remedies available under the Purchase and Sale Agreement and applicable law. ________________________________________ SELLER CONFIRMATION & SELLER BIDDING This is a Seller Confirmation Auction and is not an Absolute Auction. The Seller reserves the right to accept or reject the high bid on each property. To the extent permitted by Tennessee law, the Auctioneer may place bids on behalf of the Seller up to the Seller's reserve or other authorized amount. The Auctioneer will not knowingly advance bidding on behalf of the Seller beyond the amount authorized by the Seller. ________________________________________ FORCE MAJEURE The Auction Firm shall not be liable for delays, postponements, interruptions, or inability to perform caused by events beyond its reasonable control, including acts of God, severe weather, natural disasters, war, civil disturbance, governmental action, utility failure, widespread internet outage, or similar events. ________________________________________ GOVERNING LAW, JURISDICTION & VENUE These Terms & Conditions and the auction shall be governed by the laws of the State of Tennessee. Any legal action, claim, or proceeding arising from or relating to the auction, these Terms & Conditions, or the transaction shall be brought exclusively in the appropriate court located in Anderson County, Tennessee, unless otherwise required by applicable law. Any dispute concerning the Purchase and Sale Agreement shall also be subject to the provisions of that Agreement. ________________________________________ BUYER ACKNOWLEDGMENT By registering or placing a bid, each bidder acknowledges that the bidder: " Has read and understands these Terms & Conditions; " Understands that two separate HiBid platforms are being used; " Understands that the platforms do not automatically synchronize; " Understands that the Auctioneer may advance or reflect competitive bids between the two platforms; " Understands that the properties will be offered one lot at a time; " Understands that the Auctioneer-not an automatic countdown or extension system-determines when bidding has concluded; " Has had an opportunity to inspect the property and conduct due diligence; " Is purchasing AS-IS, WHERE-IS, WITH ALL FAULTS AND AS-INSPECTED; " Understands there are no financing, appraisal, or inspection contingencies; " Understands the 10% Buyer's Premium; " Understands the required deposit is 10% of the successful high bid amount; and " Understands that all bids are binding. ________________________________________ MODIFICATIONS & ANNOUNCEMENTS These Terms & Conditions may be supplemented or modified by written notice or announcement from the Auctioneer before or during the auction. Any authorized auction announcement or written modification shall take precedence over conflicting prior advertising or promotional material. ________________________________________ JD'S REALTY & AUCTION, LLC Auction Firm / Real Estate Brokerage In Partnership With Advantage Auctions