AUCTION TERMS & CONDITIONS (and Exhibit C to SALE CONTRACT)

Commercial Real Estate OnLine Auction Â– Roanoke Rapids, North Carolina

Property # 1: 1326 E. 10th Street, Roanoke Rapids, NC 27870 Â– 5,800 +/- Sq. Ft. Commercial / Restaurant Building on 1 +/- Acres, with Large Paved Parking Area

Property # 2: 221 E. 14th Street, Roanoke Rapids, NC 27870 Â– former Pine State Creamery Offices & Distribution Facility Â– 3 Buildings on 1.7 +/- Acres: (1) Office Building with Storage, (2) Service & Repair Building, (3) Cold Storage / Warehouse Building with multiple Loading Docks

OnLine Bidding ENDS Â– Wednesday, NOVEMBER 4, 2015 beginning at 4:00 PM Eastern Standard Time (subject to the Â“Auto Extend Bidding FeatureÂ” due to bidding activity). Please take the time to read the following Auction Terms & Conditions for the Online Auction. When you register to bid in this Auction you are required to acknowledge that you have read and expressly agree to abide by the Auction Terms & Conditions.

1. Purchase and Sale Contract: Each property is offered under the specific terms provided in the Â“Contract for Sale of Real PropertyÂ” (aka Â“Sale ContractÂ”). The Sale Contract is available at www.HouseAuctionCompany.com. Click on Â“View DocumentsÂ” Link located on the Auction Listing Page for each property. Please read and review the contract thoroughly prior to bidding on any property. If you have not read and reviewed the Sale Contract then Do NOT Bid.

A credit card, either Visa or MasterCard is required to register and bid.

2. AUCTION ENDING TIMES: All House Auction Company Online Auctions are timed events with a scheduled closing time, which is subject to extended bidding due to bidding activity at the closing of the Auction. NOTE: House Auction Company Online Auctions have Â“AUTO EXTENDED BIDDINGÂ” and Â“EXTEND ALL BIDDINGÂ” features which will become active in the last 5 minutes of the scheduled bidding period. Any bid placed on ANY Property within the last 5 minutes of the bidding period will automatically extend the bidding period on ALL Properties in the Auction. The Â“Auto Extended Â– Extend All BiddingÂ” feature remains active until no further bids are received on ANY of the Properties in the Auction in the final 5 minutes. House Auction Company reserves the right to reduce and/or adjust the auto extension time period.

3. Â“EXTEND ALL BIDDING FEATUREÂ” Example: If the bidding is originally scheduled to end at 4:00 pm, and ANY property receives a bid at 3:57 pm, then the bidding period for ALL Properties in Auction will automatically extend to 4:05 pm. Once this begins, anytime a bid is placed on ANY Property in the Auction with under 5 minutes remaining, an additional 5 minutes is added to the bidding period for ALL Properties in the Auction. House Auction Company reserves the right to reduce and/or adjust the auto extension time period.

4. TERMS: At the close of the auction, the successful bidders will be emailed the Contract Package (which includes Sale Contract and related sale documents) to be properly and completely executed and returned PROMPTLY to House Auction Company, Inc. by email or fax. Successful bidders shall deposit 15% (fifteen percent) of the Contract Purchase Price with House Auction Company, Inc. in the form of bank cashierÂ’s check, wire transfer, or guaranteed personal funds within 24 hours of receipt of the contract package. The entirety of the remaining balance is due at closing as stipulated in the Â“Contract for Sale of Real PropertyÂ”. Instructions for wire transfer and /or cashierÂ’s check transmittal will be sent by e-mail to the successful bidders. Buyers shall be responsible for all wire transfer fees through the entire transaction.

5. BuyerÂ’s Premium: A 10 % BuyerÂ’s Premium will be added to the bid price to determine the contract purchase price. BuyerÂ’s Premium Example: Bid Price: $100,000 - Plus 10% BuyerÂ’s Premium: $10,000 Â– for a Total Contract Purchase Price of $110,000.

6. CONTRACTS: Contract Documents will be sent by email to the successful high bidder(s) at the conclusion of the auction. Successful high bidder(s) (Â“BuyersÂ”) must properly execute and email or fax the executed contract and related sale documents to House Auction Company, Inc. and submit the earnest money deposit within 24 hours of receipt of Contract Documents. Contract Documents are required to be fully and correctly executed without modifications. Successful high bidders 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 nonrefundable.

7. Auction Administrative Fee: In the event a winning bidder fails to submit the properly signed Â“Contract for Sale of Real PropertyÂ” and earnest money deposit as provided in the Auction Terms & Conditions, the winning bidder will be charged an Administrative Fee of $2,500.00 on the credit card provided at auction registration. Additional default remedies are reserved by House Auction Company, Inc. and the Seller as provided in the Auction Terms & Conditions and the Â“Contract for Sale of Real PropertyÂ”. ALL Administrative Fees are nonrefundable.

8. Bidder Verification: The identity of all bidders will be verified, bidding rights are provisional, and if complete verification is not possible, House Auction Company, Inc. will reject the registration and bidding activity will be terminated for an unverified bidder. Bidder responsibilities include, but are not limited to: Bidders agree to keep their user name and password strictly confidential, as they are responsible for ANY and ALL activity involving their account.

9. Outbid Notification: Until the auction begins to close, the bidding software will notify bidders by email when they have been outbid. Bidders may also find out if they have been outbid by refreshing the individual parcel / tract information. Due to varying internet connections and speed, sometimes email notifications can be delayed. Registered bidders expressly understand and agree that House Auction Company, MarkNet Alliance and the Seller are not responsible or liable for the failure of any part of the bidding process or internet bidding.

10. Property Information & Inspection: By registering and bidding in this auction, Bidder expressly acknowledges and warrants that they have personally inspected the property, or have arranged for their agent to conduct an inspection of the property, or have waived their right to inspect the property they are bidding on, and further agree to abide by the Terms and Conditions as set forth herein. House Auction Company, Inc. (Â“AuctioneerÂ”) is not responsible for any missing or incorrect information. Descriptions provided by Auctioneer are provided in good faith and are matters of opinion. It is the bidderÂ’s sole responsibility to conduct any inspections to determine the condition of the property and feasibility of bidderÂ’s intended use. By placing a bid, this creates a contractual agreement by the bidder to purchase the property at the high bid price plus Buyers Premium and any additional fees included in the closing of the real property transaction.

11. INSPECTION Â– PREVIEW DATES: Monday, OCTOBER 26th from 1:00 to 3:00 PM ; Sunday, NOVEMBER 1st from 3:00 to 5:00 PM ; Tuesday, NOVEMBER 3rd from 1:00 to 3:00 PM.

12. Title: Seller will convey to the successful Buyer(s) good and marketable title to said properties by General Warranty Deed.

13. Bid Confirmation: Property is selling subject to SellerÂ’s confirmation unless advertised as Absolute.

14. Real Property Taxes (Ad Valorem taxes) will be prorated between Seller and Buyer as of the date of closing.

15. Personal Property: This sale excludes all personal property located on the real property.

16. Closings: Time being of the essence, this sale shall be closed on or before December 4, 2015. BuyerÂ’s closing attorney shall provide the closing package to the SellerÂ’s Broker and SellerÂ’s closing attorney NO LATER than four (4) business days prior to the scheduled closing date for SellerÂ’s review and execution. Seller will not attend closing; however Seller will deliver closing documents to the BuyerÂ’s closing attorney to hold in trust pending BuyerÂ’s completion of the transaction. The Seller will pay for the preparation of the General Warranty Deed, documentary deed stamps and sellerÂ’s prorated share of the Ad Valorem (real property) taxes. The Buyer(s) will pay for all other closing costs associated with this sale, including but not limited to preparation of the closing statements / HUD, State and local recordation fees and taxes, receiving and disbursing the funds, any overnight or regular shipping of documents, all wire transfer fees, and any title insurance or title search fees the Buyer desires. Real estate taxes will be prorated as of the date of closing.

17. Possession: Possession of the property shall be granted to the Buyer at closing. NO EXCEPTIONS.

18. Agency Disclosure: In all transactions, House Auction Company, Inc. is acting exclusively as agent for the Seller, and not as buyerÂ’s agent. House Auction Company, Inc. reserves the right to remove or cancel the bids or bidding rights and privileges of any party, deemed not to be in the best interest of the Seller, at any time. At auctions with reserve, the seller and/or auctioneer reserve the right to bid. On all other auctions, auctioneer reserves the right to bid on auctioneerÂ’s behalf when permitted by law.

19. Special Note: These properties are selling subject to easements, leases, restrictions, covenants, conditions, zoning and all other matters revealed by a current survey or an inspection of the property or contained in public records.

20. Bidding increments:
$1,000 - $2,000 = $50 increment
$2,000 - $5,000 = $100 increment
$5,000 - $10,000 = $250 increment
$10,000 - $25,000 = $500 increment
$25,000 - $50,000 = $1,000 increment
$50,000 - $75,000 = $1,500 increment
$75,000 - $100,000 = $2,000 increment
$100,000 - $200,000 = $2,500 increment
$200,000 - $400,000 = $5,000 increment
$400,000 - $800,000 = $10,000 increment
$800,000 - $1,000,000 = $25,000 increment
$1,000,000 or Greater = $50,000 increment

21. AuctioneerÂ’s Discretion: House Auction Company, Inc. has full discretion to modify the date and time, order and details of the auction for any reason, including but not limited to technical issues, emergencies, and convenience of House Auction Company, Inc. or the Seller. We gather aggregate information from the website, which may include but is not limited to: number of page visitors, most visited pages, and any and all correspondence. House Auction Company, Inc. has the sole authority to resolve any bidding disputes as they may arise.

22. Bidder Default: Successful Bidder not timely executing the Sale Contract and timely providing the earnest money deposit after the auction under the Terms and Conditions set forth herein, will be considered in default. Such default by the Successful Bidder will result in that BidderÂ’s liability to both the Seller and House Auction Company, Inc. Seller shall have the right to (a) declare this contractual agreement cancelled and recover full damage for its breach, (b) elect to affirm this contractual agreement and enforce it by specific performance; or (c) resell the property either publicly or privately with House Auction Company, Inc. and in such an event, the Buyer shall be liable for payment of any deficiency realized from the second sale plus all costs, including, but not limited to the holding costs of the property, the expenses of both sales, and all legal and incidental damages of both the Seller and House Auction Company, Inc. In addition, House Auction Company, Inc. reserves the right to recover any damages separately from the breach of the Buyer. Nothing herein shall be considered a waiver of any other rights of Seller and House Auction Company, Inc. at law or in equity.

23. Server & Software Technical Issues: In the event there are technical issues related to the server, software or any other online auction related technologies, House Auction Company, Inc., MarkNet Alliance and the Seller reserves the right to extend bidding, continue the bidding, or close the bidding. By registering and bidding in this auction each bidder automatically and expressly acknowledges that House Auction Company, Inc., the Seller, MarkNet Alliance, and the company providing the software shall NOT be responsible or liable for a missed bid or the failure of the software to function properly for any reason. Email notifications may be sent to registered bidders with updated information as deemed necessary by House Auction Company, Inc.

24. Broker Participation: A Broker Participation Commission of 2% (two percent) of the bid price is available to properly registered brokers whose prospect (bidder) purchases real estate in the auction and closes in full under the Terms of the Auction and the Â“Contract for Sale of Real PropertyÂ”. A Broker Participation Form with complete instructions is available at www.HouseAuctionCompany.com. Broker must be actively licensed in North Carolina and must register their prospect BEFORE their prospect registers for the Auction and no less than 24 hours prior to the scheduled closing time of the auction, using the House Auction Company, Inc. Broker Participation Form and in accordance with the guidelines set forth in said Form. House Auction Company, Inc. and the seller will not pay any commissions to brokers acting as principles or representing family members. Please read and review guidelines.

25. Disputes: This Agreement shall be exclusively construed and governed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws or principles. Any litigation or dispute arising out of this Agreement shall first be mediated before any lawsuit or legal proceeding is filed. The parties shall in good faith agree on a third party neutral mediator. The mediator shall set guidelines. The parties shall in good faith mediate the dispute and divide the cost of said mediator. All mediation shall be conducted in the County of Carteret, North Carolina and shall be subject to the mediation guidelines of the State of North Carolina. If mediation is unsuccessful then all litigation arising out of this agreement shall be adjudicated in a court of competent jurisdiction within the County of Carteret, State of North Carolina. All parties expressly agree to submit to this exclusive venue and hereby expressly waive any grounds for any alternate venue.

26. Disclaimer: House Auction Company, Inc. and the Seller have gathered this information from sources deemed reliable and believe it to be correct to the best of our knowledge. The information is being furnished to bidders for the bidderÂ’s convenience and it is the responsibility of the bidder to determine that information contained herein is accurate and complete. Any reliance on the contents shall be solely at the recipientÂ’s risk. Bidders must conduct and rely solely upon their own investigations and inspections. The property is being sold Â“AS ISÂ” Â“WHERE-ISÂ” and with ALL FAULTS and in such condition as the property may be in as of the date of conveyance, without any warranties, representations or guarantees, either expressed or implied, of any kind, nature, type whatsoever from, or on behalf of Seller. Further, the property is being sold subject to (i) all covenants, restrictions and easements of record; (ii) all rights-of-way and easements for street and utilities applicable to the described property; and (iii) all easements or encumbrances apparent from a visual inspection or survey of the described property. Please review all information supplied and seek appropriate assistance prior to bidding. All announcements made by the Auctioneer at the auction shall take precedence over all other previous information. NCAL # 7889

2 Prime Commercial Multi-Use Properties, Roanoke Rapids, NC