Exhibit “B”
Auction Terms & Conditions
TERMS & CONDITIONS OF AUCTION
Assisted Living Facilities
Kenansville, NC and Natural Bridge, VA
January 20, 2022

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 Wellington Park, Inc and The Manor of Natural Bridge Inc. ("Seller") to sell assisted living facilities located in Kenansville, NC and Natural Bridge, VA.

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 January 20, 2022. The operation is subject to prior sale on or before January 20, 2022. The operation is being sold subject to a minimum bid of $200,000 each.

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 operation 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 facilities offered at auction today, 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."

All bidders must receive a bid number in order to bid. To register to bid, bidder must provide a bidder deposit of $5,000 to Redfield Group Auctions, Inc. in order to be approved for bidding. Funds can be sent via wire transfer, cashier’s check, or other funds acceptable to the seller. If you are the winning bidder, the $5,000 deposit will become part of your 10% earnest money deposit due within 24 hours of auction closing. If you are not the successful bidder, the bidder deposit will be returned to you less wire fees.
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 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.
The successful bidder will be required to sign the "Asset Purchase 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 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. The corners, as currently staked or otherwise marked, are for illustration only.

OFFERING: The assisted living facilities will be offered at Online Auction, subject to a minimum bid of $200,000 per facility. 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 amounts. The total purchase price shall be the winning high bid plus an Auction Fee equal to fifteen percent (15%) of the winning bid. This 15% auction fee will be paid by the purchaser.

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 Smith Anderson. 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 Earnest Money Deposit will be held in a non-interest-bearing escrow account under the control of Smith and Anderson 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 Smith Anderson, 150 Fayetteville St, Suite 2300, Raleigh, NC; telephone (919) 821-6645. Closing shall be on or before January 29, 2023, or other such date mutually agreed upon by Seller and Purchaser in writing. Taxes for 2023 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 is accepting all terms and conditions included herein and agrees to all terms of the “Asset Purchase Agreement”.

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 North Carolina 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.

THERE WILL BE A FIFTEEN PERCENT (15%) 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.

Wellington Park Licensure Information:

All bidders agree by registering to bid that they have read and understand the requirements for licensure for the Wellington Park facility which include the following:

Wellington Park is an eighty (80) bed licensed adult care home (“ACH”). Under North Carolina law, an “adult care home” is “[a]n assisted living residence in which the housing management provides 24-hour scheduled and unscheduled personal care services to two or more residents, either directly or for scheduled needs, through formal written agreement with licensed home care or hospice agencies. Some licensed adult care homes provide supervision to persons with cognitive impairments whose decisions, if made independently, may jeopardize the safety or well-being of themselves or others and therefore require supervision. Medication in an adult care home may be administered by designated trained staff.” Qualifying individuals residing in ACHs are eligible to receive North Carolina Medicaid Personal Care Services (“PCS”) to pay for personal care services received in the ACH and State and County Special Assistance provides a cash supplement to low-income individuals to help pay for room and board in ACHs.

Although Wellington Park currently has no residents and is not operating, it is licensed through December 31, 2023 (license number HAL-031-020). A person acquiring the property, or their designee may apply for a license to operate the property as a licensed adult care home in accordance with Article 1, Chapter 131D of the North Carolina General Statutes and applicable rules found at Title 10A, Chapter 13, Subchapter F of the North Carolina Administrative Code.

For further information, see https://info.ncdhhs.gov/dhsr/acls/changeacowner.html