Exhibit “B”

Auction Terms & Conditions

TERMS & CONDITIONS OF AUCTION

Home and 163 +/- acres

Etowah County, AL

April 21, 2026

 

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 Chirs and Leslie Lipscomb ("Seller") to sell the property consisting of approximately 163 acres and a home located in Etowah County, AL

 The Seller has the right, in its sole discretion, for any or no reason, to add or withdraw any part of the property before or during the Auction sale closing on April 21, 2026 and is subject to prior sale. The property is 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 leases, 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, 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 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 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 in the event of a reserve or seller confirmation sale, accepted by seller, and the buyer receives a confirmation from Redfield Group. 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 secret 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.



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. Under no circumstances shall Bidder have any kind of claim against Redfield Group Auctions, Inc., or anyone else if the internet service fails to work correctly before or during the auction.

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.

BOUNDARIES, SURVEY AND FENCING:

The exterior boundary of the overall property has been surveyed; however, the individual tracts offered for sale have not been separately surveyed. Any maps, diagrams, or marketing materials depicting the division of the property into four (4) tracts, including tract lines shown along or near existing fence rows, are provided for illustrative purposes only and shall not be relied upon as exact representations of boundary lines, dimensions, or acreage. All boundaries, dimensions, and acreages are approximate.

Existing fences, where present, may not follow surveyed boundary lines and are not guaranteed to be located on, nor to represent, the true boundary of any tract. Neither the Seller nor the Auctioneer makes any representation or warranty, express or implied, regarding the location, condition, ownership, or accuracy of any existing fences in relation to the tract boundaries. Purchasers shall not rely upon existing fences as establishing property lines.

In the event the property is sold in individual tracts rather than as a whole, a new survey of each tract shall be required. Such survey shall be obtained at the sole cost and expense of the respective purchaser. Surveys will be performed by Brent Means Land Surveying at the following rates: Eight Hundred Fifty Dollars ($850.00) per tract for corner marking only, or Two Thousand Fifty Dollars ($2,050.00) per tract for full perimeter staking and flagging.

Final boundary lines and acreage for each tract shall be determined by the survey. In the event the surveyed acreage is greater or less than the acreage indicated in any marketing materials, the purchase price shall be adjusted on a per-acre basis consistent with the high bid.

No Post-Sale Objection: By bidding, each purchaser acknowledges and agrees that the property is being sold subject to survey and agrees to accept the results of the survey. Purchaser expressly waives any right to object to, rescind, terminate, or seek modification of the contract or purchase price (except for the acreage adjustment provided herein) based upon the survey results, including but not limited to changes in boundary lines, acreage, access, or the location of any improvements or fences.

Each successful purchaser shall be solely responsible, at their own cost and expense, for the installation, construction, relocation, repair, or maintenance of any fencing desired on their respective tract following closing. Purchaser shall also be responsible for addressing any existing fences that may encroach upon or be located off the surveyed boundary lines, including removal, relocation, or replacement, and shall have no claim against Seller or Auctioneer related thereto.

Partition / Shared Boundary Fences: In the event a fence is constructed along a boundary line shared by adjoining tracts, the responsibility for construction, maintenance, repair, or replacement of such fence shall be governed by applicable state law and/or any mutual agreement between adjoining landowners. Neither the Seller nor the Auctioneer shall have any responsibility or liability for the construction, cost, or maintenance of partition or boundary line fences between adjoining tracts following closing.

 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 earnest money equal to ten percent (10%) of the total purchase price, as ("Earnest Money Deposit") immediately following the auction. The Earnest Money Deposit will include the Bidder Deposit, with the balance being in the form of a personal or company check and is due immediately after being declared the Purchaser. Earnest Money Deposit check shall be made payable to Copeland Law Firm, LLC. 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.  In the event, the winning bidder does not sign the Purchase and Sale Agreement and/or does not pay the Earnest Money Deposit down within 24 hours, bidder agrees that they will be responsible for any deficiencies between their contract price and an eventual contract price if sold to someone else.  In addition, they will be responsible for all collection fees, additional marketing, attorney fees and all others costs related to precuring another buyer.

 The Earnest Money Deposit will be held in a non-interest-bearing escrow account under the control of Copeland Law Firm 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 Deposit 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: The sale and purchase transaction shall be closed by Copeland Law Firm, LLC, 816 Chestnut Street, Gadsden, AL 35901. Phone (256) 546-9500. Closing shall be on or before May 21, 2026 or within 2 weeks of delivery of final survey if sold in tracts or other such date mutually agreed upon by Seller and Purchaser in writing. Taxes for 2026 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 and Sellers shall pay all closing costs and fees as outlined in Exhibit "C" of the Purchase Agreement. Seller agrees to pay deed preparation and prorated taxes and all other closing costs shall be paid by buyer.

 CHANGES IN CURCUMSTANCE:  All aspects of this auction are subject to change without notice. The Auctioneer reserves the right to – at any time and in the Auctioneer's sole and absolute discretion – (a) add or remove items from the auction, (b) split or combine lots, (c) add minimum bids or reserve prices, (d) cancel, suspend, extend, or reschedule the sale of an individual item, lot, auction, and/or auction event, (e) make changes to the auction's closing, inspection, or removal times, (f) reopen the bidding in its sole and absolute discretion, or (g) take any other action the Auctioneer deems necessary to effect the fair conduct of this sale or protection of buyers', sellers', or other parties' interests. 

Seller Withdrawal: In the event a seller withdraws an item from this auction prior to the close of the auction, the Auctioneer may leave the item on the catalog and buy the item back on behalf of the seller to establish the Auctioneer's earned commission and the buyer's premium due to the Auctioneer from the seller. 

 ARTIFICIAL INTELLIGENCE (AI) DISCLAIMER:
Certain descriptions, property details, measurements, valuations, maps, imagery, or other marketing content related to this offering may have been generated, in whole or in part, using artificial intelligence (AI) tools based on information believed to be accurate but not independently verified. All such information is provided for general informational and marketing purposes only and is not guaranteed. The Auctioneer, Broker, and Seller make no representations or warranties, express or implied, as to the accuracy, completeness, reliability, or suitability of any AI-generated or AI-assisted content. This information is intended for any person or entity reviewing, accessing, or receiving these materials, whether or not they ultimately register, bid, or participate in the auction. Any reliance on such information for purposes of deciding whether to inspect the property, register, bid, or otherwise participate (or not participate) in the auction is strictly at the viewer’s own risk. All prospective purchasers and interested parties are strongly encouraged to conduct their own independent inspections, investigations, and due diligence, including verification of all information, prior to making any decisions regarding the property. All property is sold AS IS, WHERE IS, WITH ALL FAULTS, and subject to the terms and conditions of sale.

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 Alabama law. 

 AUCTION COMPANY NOTICE OF AGENCY RELATIONSHIP: The Auction Company and broker are acting as agents 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.

 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.