Exhibit “B”

Auction Terms & Conditions

TERMS & CONDITIONS OF AUCTION

The Preserve - 22 Homesites

North Creek, NY

June 7, 2023

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, ("RGA") and Jennifer Gableman (Broker) have entered into a contract with Lisa Spitzer as Registered Selling Agent for the owner, Preserve at Gore Mountain and as

agent for Preserve Land Company LLC, a New York DOMESTIC LIMITED LIABILITY COMPANY ("Seller") to sell the property consisting of 22 homesites.

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 June 7, 2023 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 is SELLING SUBJECT TO: THE HOME OWNERS ASSOCIATION OFFERING FOR THE PRESERVE AT GORE MOUNTAIN HOME OWNERS ASSOCIATION, INC. and ALL AMENDMENTS THERETO.

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 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." 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 under 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 should 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 Auctions. 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.  Any advertisements or postings that refer to auction closing time refer 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 agrees that by accepting these Terms and Conditions of Auction, they acknowledge receipt of the Offering Plan on the date of their acceptance of these terms.

Bidder is responsible for 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 county records and 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 new 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 lesser or greater number of acres, the purchase price will not be adjusted.

                AUCTION 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 twelve percent (12%) 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 be in the form of a personal check, company check, or wire transfer and is due immediately after being declared the Purchaser. Earnest Money Deposit check shall be made payable to Stafford, Carr and McNally, PC.

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, bidder will be responsible for all collection fees, additional marketing, attorney fees and all other costs related to precuring another buyer. and also agrees to pay $5000 for the internet service that will be charged to their credit card on file.  Bidder, hereby agrees to authorize the auction company to charge my credit card for $5000 internet service fee in the event that Bidder does not sign the Purchase and Sale Agreement and pay their 10% down payment within 24 hours of being declared the winning bidder. Bidder, hereby agrees to not challenge or deny payment to the auction company for internet service fee made with the credit card that they have placed on file with the auction company. I fully understand the terms and conditions of the auction and hereby agree to this Credit Card Policy or I will not place bids with this auction website.

The Earnest Money Deposit will be held in a non-interest-bearing escrow account under the control of Stafford, Carr and McNally, PC 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 Redfield Group Auctions, Inc.

        CLOSING: The sale and purchase transaction shall be closed by Stafford, Carr and McNally, PC, 175 Ottawa St, Lake George, NY. Phone (518) 668-5412. Closing shall be on or before July 7, 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. Home Owners Assessments will be prorated to the date of closing   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.

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, Broker, 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 New York law.

RGA NOTICE OF AGENCY RELATIONSHIP: Redfield Group Auctions, Inc, and broker are acting as agents for the Seller in this transaction and are to be paid a fee by the Seller pursuant to a separate written agreement between Seller, Auction Company and Broker. Neither RGA nor Broker is acting in any way as agent for the Purchaser in this transaction. Any third-party broker is not a subagent of RGA or Broker.

THERE WILL BE A TWELVE PERCENT (12%) 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.