Exhibit “B”
Auction Terms & Conditions
TERMS & CONDITIONS OF AUCTION
Clarion Suites and Commercial Building
March 25, 2025

These "Terms and Conditions of Auction" supersede all other printed and oral statements and will be attached to and become a part of the REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement"), which will contain the precise conditions of sale and will include this document and any other written agreement between the Purchaser, Seller, Auction Company, and Auctioneer. Redfield Group Auctions, Inc., an Alabama Corporation, ("Auction Company") has entered into a contract with the Jackson Enterprises, Inc. ("Seller") to sell properties consisting of a 103 unit hotel and commercial building located on Front St in Vidalia, LA. Bidder understands that each of the properties are located on land leased from the City of Vidalia and the remaining lease will be transferred to new owner at closing. The property is being sold subject to the City of Vidalia approving the lease transfer to the successful buyer.

The Seller has the right, in its sole discretion, for any or no reason, to add or withdraw any part of the property prior to commencement of the bidding on that particular property before or at during the Auction sale closing on March 25, 2025 and is subject to prior sale. The properties are being sold subject to an undisclosed reserve price.

All information contained in the advertising of this sale has been provided by the Seller and is believed to be true and correct. The Auction Company and Broker make no guarantee as to the correctness of any information. The Auctioneer reserves the right to announce any additional terms and conditions before or during the auction.

The Property will be sold "AS IS, WHERE IS." No additional warranties, either statutory or otherwise, expressed or implied, of any kind whatsoever, including those as to the fitness for a particular use or purpose, habitability, merchantability, quality of construction, or environmental condition [including without limitation, the presence or absence of asbestos, lead-based paint, or any hazardous substances, hazardous wastes, petroleum or petroleum by-products (collectively "Hazardous Materials")], concerning or with respect to the Property are given by the Seller or Auction Company. The Property will be sold subject to current easements, restrictive covenants, existing rights-of-way, public utilities, health department regulations, encroachments, zoning ordinances, and all other matters now of record, as well as its compliance with any federal, state and local laws or regulations.

All bidders acknowledge and agree by their participation in the auction, that the bidder has inspected the Property offered at auction, or voluntarily chose not to inspect, and are not relying on any warranty or representation of Seller or Auction Company, or any agent thereof, and that the bidder would be buying the Property "AS IS, WHERE IS" and "WITH ALL FAULTS." RGA may refuse a buyer's number and bidding privileges to anyone for any reason. Bidder agrees to provide any identification RGA may request including but not limited to: driver’s license, photocopies of credit cards, wire transfer, bank letter of guarantee, Social Security card or US Passport. Bidder agrees to comply with any stated additional terms or conditions associated with particular items. Bidder agrees to pay any and all charges and expenses incurred by reason of any breach of Terms & Conditions of auction, or in case of default, including, without limitation, reasonable attorney's fees, as well as any dollar deficiencies which may result in the resale of the property and the cost of re-marketing said property. Additional commissions shall be due and payable.

All bidders must receive a bid number in order to bid. A valid credit card is required to bid. Bidder agrees that a $5000 hold can be placed on their credit card for an internet service fee and that if they are the winning bidder and fail to close under the terms of this agreement, the $5000 internet service fee is non-refundable and will be charged to their credit card. If they are not the winning bidder and close under the terms of the terms of this agreement, the $5000 internet service fee will be released. RGA reserves the right to request a wire transfer or bank letter of guarantee instead of credit card hold.

RGA is providing internet only bidding for this auction. 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 RGA or anyone else if the internet service fails to work correctly before or during the auction. RGA will not be responsible for any missed bids from any source. Internet bidders who desire to make certain their bid is acknowledged place their maximum bids at least two hours prior to the auction closing time. RGA reserves the right to withdraw or re-catalog items in this auction. In the event of any software problem, mistake, or other issue, RGA reserves the right to extend the closing times, stop, restart, or cancel this auction at its sole discretion. Even though an item may display as "sold" on the internet, no sales are final until they are certified by RGA and Bidder receives an invoice. RGA reserves the right to cancel any or all sales and resell the items in whatever manner it chooses.
The bids are advanced at pre-set increments available on the bidding web page. From time to time RGA may accept items with unpublished reserves prices. The seller and RGA reserve the right to bid on behalf of the seller on items on which there may be a reserve up to that reserve amount. RGA may reject or cancel any bid for any reason. The record of the auction made by RGA shall be conclusive. This is a Public Auction and as such, all qualified bidders may bid including RGA owners, family members and employees. If the Auctioneer determines that any bid is not commensurate with the value of the article offered, he may reject the same and withdraw the item from the auction. If, having acknowledged an opening bid, he decides that an advance is not sufficient, he may reject the advance.

Soft Close Auction: This is a soft close auction which means that any bids placed in the final minutes will add additional time to the clock. This process will be repeated until no bids are placed in an extended period. This process gives everyone adequate time to decide if they would like to bid again and eliminates someone losing the bid because a bid was placed in the final moments of the clock. If the extensions are “Extend one, Extend All”, any bids placed in the final minutes on any item will extend the clock on all items in the auction and will continue to do so until no bids are placed in the extended periods. Any advertisements or postings that refer to auction closing time are referring to an approximate time that the auction will begin closing. Auctioneer reserves the right to alter closing times, start times, extension periods, extend one-extend all and all other matters as to the process and details of the auction. Under no circumstances shall Bidder have any kind of claim against Redfield Group Auctions, Inc., Seller, or anyone else if the internet service fails to work correctly before or during the auction.
The successful bidder will be required to sign the "Purchase and Sale Agreement" within 24 hours of auction close and deposit 10% of the total contract price into the escrow account. Failure to do so will be considered a breach of contract and seller may sue for damages and or performance.

Bidder agrees that by registering for the online auction, they have accepted all of these Terms and Conditions.
Bidder is responsible for any and all bids placed by their account. All decisions of the Auctioneer shall be final, including but not limited to decisions on matters such as increments of bidding, disputes among bidders, and any other issues that may arise during the sale.

SURVEY: The Property has not been surveyed for this auction and will be sold from the Sales Map, which will be attached to the Purchase and Sale Agreement. The Sales Map is for illustration only. All measurements and boundaries are approximate.
If a survey is required or desired by the Purchaser or Purchaser’s Lender, it shall be at the Purchaser’s option and expense and the Closing date will not be contingent upon the completion of that survey. If the survey shows a greater or lesser number of acres than depicted on the sales map, the price will not be adjusted. The property is being sold from county records.

OFFERING: The Property will be offered at Online Auction, subject to an undisclosed reserve price. All decisions of the Auctioneer shall be final, including but not limited to decisions on matters such as increments of bidding, disputes among bidders, and any other issues that may arise during the sale. The Auctioneer reserves the right to bid on behalf of the seller up to any reserve amount. The total purchase price shall be the winning high bid plus an Auction Fee equal to ten percent (10%) of the winning bid.

The successful bidder shall be required to sign the Agreement and pay a non-refundable down payment of ten percent (10%) of the total purchase price, as ("Non-refundable down payment") immediately following the auction. The non-refundable down payment will include the Bidder Deposit (if any), with the balance being in the form of a personal or company check and is due immediately after being declared the Purchaser. Non-Refundable Down Payment check shall be made payable to Lipsey Law Office, LLC, Escrow account. If, for any reason Buyer fails to execute The Real Estate Purchase and Sale Agreement or pay the deposit immediately following the auction, Seller has sole discretion to: (a) pursue all legal and equitable remedies available against Buyer, or (b) declare the Buyer's bid to be immediately forfeited, null, and void, without any requirement of notice, and immediately re-sell the Property to another buyer. The Non-refundable down payment will be held in a non-interest-bearing escrow account under the control of Lipsey Law Office, LLC. pending the Closing and in accordance with the Purchase Agreement. No disbursement will be made from these escrow accounts until closing or as otherwise set forth in accordance with the Purchase Agreement. In the event a Purchaser fails to close and pay his or her balance when due, the non-refundable down payment may be retained by Seller as liquidated damages, in addition to any other remedies available to Seller, and will be distributed in accordance to a separate agreement between Seller and Auction Company.

CLOSING: Closing shall be on or before April 25, 2025 or other such date mutually agreed upon by Seller and Purchaser in writing. Taxes for 2024 shall be prorated to the date of closing. Purchaser will be responsible for any subsequent assessments for prior years due to changes in the usage of the Property. Purchaser and Seller agree this is a "CASH, AS-IS SALE" not subject to Purchaser obtaining financing. Seller will deliver a Warranty Deed conveying the property free and clear of all encumbrances, except as is otherwise provided in the Purchase Agreement. Purchaser agrees to pay all closing costs except deed preparation and prorated taxes. Seller agrees to pay deed preparation and prorated taxes and all other closing costs shall be paid by buyer.

POSSESSION SHALL BE GRANTED TO PURCHASER UPON CLOSING AND FUNDING.
POOLING OR BID RIGGING: Any agreement among potential bidders not to bid against one another, or otherwise to damper the bidding process, is a felony under federal law. The Auctioneer reserves the right to bid on behalf of the Seller if he detects or suspects this fraud by two or more bidders.

NOTIFICATION OF BINDING ARBITRATION: In the event a dispute shall arise between the parties relating to the Real Estate Purchase and Sale Agreement, property issues, or the Auction, and involving the Seller, Bidder, Buyer, Auctioneer or Auction Company, in any combination, it is hereby agreed that the dispute shall be determined and resolved exclusively by neutral arbitration as provided by Louisiana law.

AUCTION COMPANY NOTICE OF AGENCY RELATIONSHIP: The Auction Company is acting as agent for the Seller in this transaction and is to be paid a fee by the Seller pursuant to a separate written agreement between Seller and Auction Company. The Auction Company is not acting in any way as agent for the Purchaser in this transaction. Any third-party broker is not a subagent of the Auction Company.

Assets Included in the Sale (Hotel)

A. Hotel Building and Improvements
The sale includes the hotel building(s) and all associated improvements constructed upon the leased parcel of land situated in Vidalia, Louisiana. (Please note: The land is leased from the Town of Vidalia, LA, and only the leasehold interest is part of the sale. The purchaser shall assume any and all obligations under the existing lease as provided herein.)
B. Furniture, Fixtures, and Equipment (FF&E)
The sale comprises all tangible personal property used in the operation of the hotel business, including, but not limited to, the following:
• Furniture: All items of furniture located within guest rooms, public areas, offices, restaurants, bars, and other operational areas (e.g., beds, chairs, tables, desks, sofas, etc.).
• Fixtures: All permanently affixed or semi-permanently attached items, such as lighting fixtures, built-in cabinetry, shelving, signage, decorative elements, and any other fixed installations that contribute to the functionality or aesthetics of the hotel.
• Equipment: All operational equipment and machinery, including but not limited to commercial kitchen equipment, laundry equipment, maintenance and cleaning equipment, HVAC systems, electrical and plumbing apparatus, audiovisual equipment, security systems, and any specialized equipment utilized in the hotel’s daily operations.
• Related Operational Assets: Any ancillary items, accessories, or systems necessary for the continued operation of the hotel business, including technology systems (e.g., reservation systems, point-of-sale systems, communications equipment), and other operational devices.
C. Business Operations and Turnkey Assets
To the extent that they are part of the FF&E, the sale includes all assets used in connection with the hotel’s ongoing business operations. This encompasses any operational records, manuals, and other materials directly associated with the day-to-day running of the hotel business.
2. Assets Excluded from the Sale
• Land: The underlying land on which the hotel is constructed is not included in the sale. The property is constructed on land leased from the Town of Vidalia, LA, and only the leasehold interest (subject to the terms and conditions of the existing lease) is transferred to the purchaser.
• Certain Licenses or Permits: Unless expressly included herein, any licenses, permits, or approvals required for the operation of the hotel that are issued by governmental or other authorities are not transferred with the sale. It is the responsibility of the purchaser to secure any necessary permits or licenses following the transfer.
3. Condition and “As-Is” Basis of Sale
All assets included in this sale are offered on an “as-is, where-is” basis with no representations or warranties (express or implied) regarding their condition, operability, or fitness for any particular purpose, except as expressly stated in the Purchase and Sale Agreement. The purchaser acknowledges that they have been given the opportunity to inspect the assets prior to bidding and that any post-auction examination is at their sole risk and expense.
4. Assumption of Lease
The purchaser acknowledges that the hotel is situated on land subject to a lease with the Town of Vidalia, LA. The purchaser agrees to assume all obligations, restrictions, and terms of the existing lease as a condition of the sale. Prior to closing, the purchaser should review the lease documents and obtain any necessary consents from the Town of Vidalia.

Assets included in the sale (Spa Building)

1. Only the building is included in the sale. Personal property and fixtures are not included in the sale.
THERE WILL BE A TEN PERCENT (10%) AUCTION FEE ADDED TO THE WINNING HIGH BID PRICE TO ARRIVE AT THE TOTAL PURCHASE PRICE. THE PURCHASER WILL PAY THE AUCTION FEE.
REDFIELD GROUP AUCTIONS, INC. IS ACTING IN A SELLING CAPACITY FOR THE SELLERS ONLY AND MAKES NO REPRESENTATIONS CONCERNING THE PROPERTY OR PROPERTY INFORMATION WHATSOEVER.