(LOT) GROCERY STORE FIXTRUES AND EQUIPMENT AS LISTED ON THE SCHEDULE 1(A) AND LOCATED AT 7340

TERMS OF SALE

ONLINE AUCTION / TERMS OF SALE / EARTH FARE INC.
GROCERY STORE EQUIPMENT PACKAGES @ (4) Store Locations

33321 Aurora Rd., Solon, Ohio 44139
101 E. Alex Bell Rd. #176, Centerville, Ohio 45459
3230 Galleria Cir., Hoover, Alabama 35244
7340 Eastchase Pkwy., Montgomery, Alabama 36117

Bidding Closes: Friday, March 11, 2016 Starting at 10:00 AM EST

NOTICE: All Bidders (“Bidders”) agree that they have read and have full knowledge of these terms and agree to be bound hereby. The Bidder identified by the Auctioneer as the high bidder or successful bidder at auction (“successful Bidder”) shall have entered into a legally binding contract in the form set forth as Exhibit A, receipt of which is hereby acknowledged, without material changes thereto (“Form of Purchase Contract”), to purchase the item bid upon (“Lot”) at the price and subject to the terms and conditions set forth herein. All determinations, rulings, and adjustments made by the Auctioneer in good faith shall be final, binding, and conclusive upon all Bidders. The term “Auctioneer” herein means Cincinnati Industrial Auctioneers, Inc. Earth Fare Inc. shall have until 5:00 PM EST on March 14, 2016 to accept or reject the high bids.

1. IDENTIFICATION - All Bidders are required to give full name, addresses, email address, and telephone numbers at time of registration.

2. DEPOSIT - All registered Bidders will be required to post a $10,000.00 deposit by certified check or wire transfer prior to the auction. The deposit will be applied to the purchase price if the Bidder is successful. All unsuccessful Bidders deposits will be returned in a timely manner.

3. INSPECTION – Each store location will have an “Equipment List” listing all items that are available for sale. The Equipment for each store will be offered in its entirety for one price. The descriptions and quantities set for on the “Equipment List” furnished to the Bidders is merely a guide and Bidders should avail themselves of the opportunity to inspect and confirm the “Equipment List” prior to bidding. Inspection dates for the equipment are as follows between the hours of 10:00 AM and 3:00 PM local time: Centerville, Ohio: Monday, March 7th, Solon, Ohio: Tuesday, March 8th, Hoover, Alabama: Wednesday, March 9th, and Montgomery, Alabama: Thursday, March 10th. Specifically “Excluded Equipment” from all sites are as follows: Building Related Electric, Lighting, Plumbing, Plumbing Fixtures, Sprinkler, Heat and HVAC Systems. Earth Fare Branded Signage – Personal property to third parties is excluded. Also are items which are part of the real property. No Computer Equipment Including PC’s, Printers, Registers or Otherwise, No Point of Sale Equipment Including Credit Card Stations, Receipt Printers, Credit Card Scanners, Bar Code Scanners or Digital Scales.

4. TIME OF PAYMENT – Each successful Bidder shall receive an invoice within 24 hours after the acceptance of the bids by Earth Fare Inc. All invoices must be paid in full within 24 hours of receipt of the Invoice or by March 16, 2016 at 5:00 PM. Any other arrangements must be made with auctioneer prior to bidding. In the absence of payment or agreement by the auctioneer, title to the Lot shall not transfer to the successful Bidder and such Bidder will lose any right, title or interest such Bidder may have acquired, and the deposit paid, if any, without further notice to such Bidder. The Bidder shall nonetheless remain liable for any damages caused by the Bidder’s failure to pay.

5. REMOVAL - All purchases must be removed no later than 60 days from the date of the bid acceptance. All removal arrangements must be made directly with the Earth Fare Inc. Representative, Mindy Harvey – 828-418-1257 or mindy.harvey@earthfare.com. Successful Bidders will have 12 mutually agreeable, consecutive days onsite to complete the removal process. All goods are sold “Where Is.” Removal shall be at the expense, risk, and liability of the successful Bidder. Auctioneer and Earth Fare Inc. shall not be responsible for Lots not removed within the time allowed. All equipment must be removed in a workman like fashion, with the successful Bidder leaving the facility in a broom clean condition with all utilities including water, electric and gas capped, bolts ground flush with the floor, wall openings covered and secured and roof vents capped. The removal must be in compliance with any landlord requirements or restrictions. No third party sales or auctions will be allowed from the premises.

6. MANNER OF PAYMENT – All payments must be made by wire transfer to “Cincinnati Industrial Auctioneers, Inc." Cincinnati Industrial Auctioneers will forward wiring instructions upon acceptance of bid.

7. DISCLAIMER OF ALL WARRANTIES INCLUDING IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR PARTICULAR PURPOSE; CONDITION OF ARTICLES SOLD – The Auctioneer and any owner, seller, or secured party make no warranties express or implied as to merchantability or fitness for purpose whatsoever. All such express or implied warranties are expressly excluded hereby. No oral statement or other writing by any person negates this exclusion. If you think you have received any assurance or warranty of any kind as to a Lot offered in this auction do not bid on such item unless the Auctioneer has signed a writing specifically directed to you and identifying the Lot and stating the modification of this exclusion The Auctioneer shall not be responsible for the correct description, genuineness, authenticity of, or defect in any Lot, and makes no warranty in connection therewith. No sale will be set aside nor allowance made on account of any incorrectness, error in commentary, cataloging, or any imperfection not noted. No deduction, credit or avoidance shall be allowed on damaged articles, all Lots being exposed for public exhibition are purchased and accepted by successful Bidder “AS IS”, “WHERE IS” and “WITH ALL FAULTS”. Auctioneer makes no warranties or guarantees whatsoever whether written, oral or implied as to quality, quantity, condition, usability, salability, weight, measurement, age, model, mechanical condition, performance or other specifications and all sales made are utterly without recourse.

8. RESPONSIBILITY FOR NON-DELIVERY- Auctioneer, any owner, seller or secured party shall not, in any event, be liable to any Bidder for non-delivery of any Lot or for any other matter or thing, other than for the return to the successful Bidder of the deposit or sum paid on said Lot, should the successful Bidder be entitled thereto. This means that if are a successful Bidder and for any reason your Lot is not made available to you, you agree that the damages you may claim for such non-delivery are limited to the amounts you have paid and you waive any claim for damages for lost profits, opportunity, the value of the Lot in excess of the purchase price, your time, expenses, incidental and consequential damages, all of which are expressly waived.

9. COMPLIANCE WITH TERMS OF SALE – In default of payment of invoices in full within the time therein specified, the Auctioneer in addition to all other remedies allowed by law, may retain all monies received as deposit or otherwise, as liquidated damages. Lots not paid for and removed within the time allowed herein may be resold at public or private sale without further notice, and any deficiency, together with all expenses and charges of re-sale, will be charged to the defaulting successful Bidder. In the event of a conflict in these Terms of Sale and the Form of Purchase Contract, the terms of the Form of Purchase Contract shall govern.

10. RISK TO PERSON AND PROPERTY – Persons attending during exhibition, sale, or removal of Lots assume all risks of damage of or loss to person and property and specifically release the Auctioneer from liability therefore and agree to indemnify and hold the Auctioneer harmless from any loss, claim, liability, cost, or expense caused all or in part by such person(s). Neither the auctioneer nor his principal shall be liable by reason of any defect in or condition of the premises on which the exhibition, sale, or removal of Lots is held.

11. BID ACCEPTANCE – Earth Fare Inc. shall have until March 14, 2016 at 5:00 PM to accept or reject any and all bids.

12. AGENCY – The Auctioneer is acting as agent only and is not responsible for the acts of its principals.

13. SALES TAX – All sales are subject to state and local taxes, which will be collected from the successful Bidder unless a proper exemption certificate including tax-exempt number is presented at the time of payment.

14. BUYER’S PREMIUM – The auction is subject to a 12.5% (twelve and a half percent) Buyer’s Premium on any Lots sold. The Buyer’s Premium is a percentage that is added to the final purchase price of any Lot.

15. SHIPPING – The preparation and shipment shall be at the sole responsibility and cost of the successful Bidder.

16. INSURANCE – All successful Bidders, or their riggers, removal contractors, or agents must provide the Auctioneer, Earth Fare Inc. and the Landlord a Certificate of Commercial General Liability Insurance at $1,000,000.00 per occurrence, $2,000,000.00 general aggregate. Umbrella liability $1,000,000.00 per occurrence, $1,000,000.00 general aggregate, Employers Liability $500,000.00 / $500,000.00 / $500,000.00 and a certificate for Worker’s Compensation Insurance prior to removal.

17. PURCHASE AGREEMENT – Successful Bidders will be required to enter into a “Purchase Agreement” with Earth Fare Inc. in the form attached hereto, labeled “Form of Purchase Contract” and made a part hereof.