BIDDING PROCEDURES

The following procedures (the “Bid Procedures” or this “Agreement”) have been approved and authorized by SYNOVUS BANK, A GEORGIA STATE CHARTERED BANK, FORMERLY KNOWN AS COLUMBUS BANK AND TRUST COMPANY, A GEORGIA BANKING CORPORATION, SUCCESSOR IN INTEREST BY MERGER WITH BANK OF NORTH GEORGIA, A GEORGIA BANKING CORPORATION (hereinafter, the “Secured Party ” or “Lender”), and shall govern the public disposition of certain assets (the “Assets”) of SMYRNA CONTAINER COMPANY, A GEORGIA CORPORATION (the “Borrower”), under O.C.G.A. §11-9-610 (the “Code”) and any other applicable law (such sale is referred to herein as the “Sale Transaction”) which will be utilized in connection with the Auction (as defined below) and sale of the Assets located at 8530 Cobb Center Drive NW, Kennesaw, Georgia 30152 (the “Pick-Up Site”).

Assets to be Sold. The Assets will be offered for sale in bulk and on an individual basis as further provided in that certain Notice of Secured Party’s Public Sale of Collateral Under Georgia Uniform Commercial Code published with the Marietta Daily Journal on June 8, 2018, June 15, 2018 and June 22, 2018 (the “Publication”), with the best offer controlling the Sale, pursuant to a public auction under the Code (the “Auction”) to be conducted by David Hart with Rowell Auctions (the “Auctioneer”) held via online only at www.rowellauctions.com (the “Website”) with opening bids on June 20, 2018 at 12:01 am EST and closing on June 27, 2018 11:00 am EST, unless otherwise extended due to active competitive bidding (the “Sale”). The Assets shall be sold to the highest and best bidder pursuant to the Code on an “AS IS, WHERE IS” basis, with all faults, without recourse, and without any express or implied representations or warranties whatsoever, including, without limitation, condition of title, value or quality of the Assets, or with regard to assets, liabilities, financial condition or earnings of the Borrower or any of its affiliates. The Assets to be offered for sale at the Auction are more fully set forth on the Schedule of Assets (the “Asset Schedule”) attached hereto as Exhibit A and incorporated herein by this reference. Copies of the Asset Schedule are available Website.

Purchase Price. Assets to be sold in bulk and on an individual basis at the Auction, without reserve, with the best offer controlling the Sale. Bid increments shall be determined by the Auctioneer in their sole and absolute discretion.

Bidding Qualifications. The Secured Party shall determine whether a bidder is a “Qualified Bidder” or “Bidder”. To be eligible to be considered a Qualified Bidder, a prospective bidder must comply with the following terms and conditions, as well as the terms and conditions set forth in Paragraph 4 below (collectively, the “Bidding Qualifications”):

Confidentiality. “Confidential Information” is all non-public or proprietary information concerning the Borrower, the Assets or the Sale, disclosed by or through Secured Party to Bidder, including, without limitation, the Bidding Procedures and other materials relating to the Borrower, the Assets or the Sale, both written and oral, in whatever medium (tangible or intangible); provided, however, that Confidential Information shall not include information or materials which (i) become available to the public other than as a result of a disclosure by Bidder or its agents or representatives, (ii) is already in Bidder’s possession prior to the date of this Agreement, (iii) is independently created by Bidder from information or material not otherwise Confidential Information, or (iv) was or becomes available to Bidder on a non-confidential basis from a source, other than Secured Party or it representatives, provided such source is not bound by any confidentiality obligation or agreement with Secured Party or its representatives.

All Confidential Information will be used by Bidder for the sole purpose of evaluating a possible purchase of the Assets and will not be used for any other purpose. Except as may be otherwise required by applicable law, all Confidential Information will be kept confidential by Bidder and not disclosed to any other parties; provided, however, that such information may be disclosed to Bidder’s directors, officers, employees, professional advisors, representatives and rating agencies, Bidder’s affiliates and their respective directors, officers, employees, professional advisors, representatives and rating agencies (collectively, the “Related Parties”) as reasonably required for the evaluation of a possible purchase of the Assets (it being agreed that such persons or entities shall be informed in writing by Bidder of the terms of this Agreement and, with respect to Bidder’s employees and Bidder’s affiliates, shall agree to abide by the terms hereof). Bidder shall be responsible for any breach of this Agreement by the Related Parties. Secured Party is not authorized to accept any confidential or proprietary information or materials or any unique or protected ideas from Bidder; accordingly, Bidder will not submit any of such information, materials or ideas to Secured Party, and if Bidder does submit any information, materials or ideas to Secured Party, none of it will be deemed as confidential, proprietary or protected, and Secured Party may freely use any of such information, materials or ideas without compensation to anyone. The Confidential Information shall continue to be the property of Secured Party and Borrower. Bidder and the Related Parties may not copy or duplicate the Confidential Information without Secured Party’s prior written consent.
In the event that Bidder is requested or required (by subpoena or other legal process) to disclose any information supplied to Bidder or its representatives in the course of Bidder’s dealings with Secured Party or its representatives, Bidder will provide Secured Party with prompt written notice of such request prior to any such disclosure so that Secured Party may seek an appropriate protective order and/or waive (but only by a writing signed by Secured Party) Bidder’s compliance with the provisions of this Agreement. In the event that Bidder declines to make an offer for the Assets or terminates discussions or negotiations with respect to the Assets, Bidder will promptly destroy or return to Secured Party all Confidential Information delivered to Bidder without retaining any copy thereof.
Neither Secured Party nor any of its representatives or advisors have made or make any representation or warranty as to the accuracy or completeness of the Confidential Information, the condition of the Assets in any manner, or the suitability of the information contained therein for any purpose whatsoever, and any representation or warranty in connection therewith is expressly excluded. Neither Secured Party nor its representatives or advisors shall have any duty or liability to Bidder or any of its representatives or advisors resulting from the Confidential Information or Bidder’s use thereof. Bidder further understands and acknowledges that the information used in the preparation of the Confidential Information was furnished by Borrower or another third party, may be based on information provided to Secured Party by the Borrower or another third party, and has not been independently verified by Secured Party. Bidder acknowledges and agrees that (i) the Confidential Information includes information pertaining to the loan encumbering the Assets for informational purposes only, (ii) the sale is not a loan sale and does not include any rights under any guaranty delivered in connection with such loan, and (iii) the sale is for the Assets only. Secured Party is under no obligation to notify or provide any further information to Bidder or the Related Parties if Secured Party becomes aware of any inaccuracy, incompleteness or change in the Confidential Information. The undersigned acknowledges that neither Secured Party nor any person acting on Secured Party’s behalf, has made any representation or warranty as to the accuracy or completeness of the Confidential Information, or the suitability of the information contained therein for any purpose whatsoever, and any representation or warranty in connection therewith is expressly excluded. The Confidential Information provided to the undersigned is subject to, among other things, correction of errors and omissions, additions or deletions of terms and withdrawal. Bidder agrees that neither Secured Party nor any person acting on Secured Party’s behalf shall have any liability to Bidder resulting from the delivery to, or use by Bidder of the Confidential Information or otherwise with respect thereto. Bidder and the Related Parties shall rely on only their own due diligence and investigation of the Assets as they may deem necessary.
Bidder acknowledges that it has not had any discussion regarding the Assets with any party other than Secured Party. Bidder shall indemnify and save harmless Secured Party, along with its officers, directors, employees, agents, attorneys and representatives, from and against any claim, demand, proceeding, judgment, loss, damage, liability or expenses, including reasonable attorney’s fees and expenses, arising out of any claim or claims by any broker, finder, representative or other person for commissions, fees or other compensation relating to any proposed transaction involving the Assets if and to the extent such claims are based in whole or in part on alleged dealings or agreements with Bidder or any of its representatives and such broker, finder, representative or other person. The terms of this paragraph shall survive the expiration or termination of this Agreement.
Bidder shall keep confidential the fact that negotiations or discussions are taking place regarding the Assets and the terms and conditions of such negotiations and discussions. Neither the submission of the Confidential Information to Bidder nor any discussions, negotiations or other communications (whether written or oral) shall constitute any offer with respect to the Assets. Secured Party shall in no way be bound or be deemed to have agreed to any such sale or transaction or be under any legal obligation to enter into a sale or transaction until such time (if any) as Bidder is the highest and best bidder (net of closing and other transaction costs) at the conclusion of the Sale. Accordingly, until the conclusion of the Sale and the determination by Secured Party, in its sole and absolute discretion that Bidder is the highest and best bidder (net of closing and other transaction costs), any such negotiations, discussions or communications shall be non-binding, and either party shall have the absolute right to withdraw from such negotiations, discussions or communications without any liability whatsoever to the other party (except, of course, with respect to the terms of this Agreement). Bidder acknowledges that the Assets have been offered for sale subject to withdrawal of the Assets from the market at any time or rejection of any offer because of the terms thereof, or for any reason whatsoever in the Secured Party’s sole and absolute discretion, without notice, as well as the termination of discussions with any party at any time without notice for any reason whatsoever.
Without prejudice to their rights and remedies available hereunder or at law or in equity, in the event of a breach of this Agreement, Secured Party shall be entitled to equitable relief by way of temporary order, injunction or otherwise if Bidder or its representatives breach, or threaten to breach, any of the provisions of this Agreement, and no failure or delay by Secured Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

Financial Ability. Each bidder is expected to have the financial ability to close and to consummate an acquisition of the Assets following the Sale.

Corporate Structure. If a prospective bidder is a corporation or limited liability company, it must provide evidence of good standing from its state of formation along with evidence that person attending the Auction on behalf of the prospective bidder has authority to bind the prospective bidder. The sufficiency of such evidence will be in the discretion of the Secured Party.

Related Party Disclosures. Each prospective bidder must disclose any connections or agreements, including complete terms of any such participation, with the Borrower, Retail Service Group, Inc., a Georgia corporation (“RSG”); Cecil Blair Harrell, an individual (“C. Harrell”); Paul Blair Harrell, an individual (“P. Harrell”); Sarah Harrell, an individual (“S. Harrell”); Barbara Harrell, an individual (“B. Harrell”) and Retail Display Solutions, Inc., a Georgia corporation (“RDS”) (RSG, C. Harrell, P. Harrell, S. Harrell, B. Harrell and RDS are collectively referred to herein as the “Guarantor”) and any other prospective bidder, Qualified Bidder and/or any officer, director, equity security holder, agent or relative of the Borrower or Guarantor.
Acceptance of Bid Procedures. Each prospective bidder must confirm in writing its agreement to accept and abide by the terms, conditions, and procedures set forth herein;

Auction will take place online. All Qualified Bidders may access the Auction via the Website during the Sale;

Jurisdiction. All Qualified Bidders shall be deemed to have consented to the jurisdiction of United States District Court for the Northern District of Georgia, Atlanta Division, and to have waived any right to jury trial in with any disputes related to the Auction or the Assets; and

Due Diligence. The Auctioneer will comply with any reasonable requests for due diligence, inspection of the Assets or other information requests made by a prospective bidder prior to the Auction. All such requests may be directed to the Auctioneer at (800) 323-8388 or dhart@rowellauctions.com .

Identification of Qualified Bidders. No prospective bidder shall be permitted to bid at the Auction unless such bidder is a Qualified Bidder prior to the close of the Sale. The Auctioneer may request additional information from a prospective bidder in order to evaluate the bidder’s ability to consummate a transaction and to fulfill its obligations in connection therewith, and such bidder shall be obligated to provide such information as a precondition to participating further in the Auction. Only the Auctioneer will have standing to seek a determination of whether a bidder is a Qualified Bidder.

Bid Procedures. A “Qualified Bids” must comply with the following terms: Each Qualified Bid must (i) provide that the purchase price plus the buyer’s premium and any applicable sales tax will be paid in CASH in U.S. Dollars only at the Closing via wire transfer to an account designated by the Secured Party, cashier’s check or other immediately available funds; (ii) provide sufficient indicia that any representative of a Qualified Bidder is legally authorized and empowered, by power of attorney or otherwise, to bid on behalf of the Qualified Bidder; (iii) not contain any contingencies to the validity, effectiveness, and/or binding nature of the bid, including, without limitation, contingencies for financing, due diligence, or inspection; (iv) provide for post-closing cooperation and assistance to the Auctioneer, as determined by the Secured Party in its sole and absolute discretion; (v) be valid and enforceable through the Closing Deadline (as defined below); and (vi) be submitted via Website during the Auction by a Qualified Bidder. Each Qualified Bidder should be prepared to make its best and final offer at the Auction.

Bidding Process. The Auction will be conducted in accordance with the following bidding process:

Each Qualified Bid shall be made and received Website during the Sale, and each Qualified Bidder shall be entitled to be present for all bidding with the understanding the true identify of each bidder shall be fully disclosed to all other bidders and that all material terms of each Qualified Bid will be fully disclosed to all other bidders throughout the entire Auction.

After bidding commences, all successive Qualified Bids must be made by a Qualified Bidder and free of any financing, due diligence, or other contingencies.

All Qualified Bids shall be made by a Qualified Bidder in excess of the last submitted, highest, qualified bid for the Assets.

Any successive Qualified Bid that constitutes an overbid shall be made by a Qualified Bidder and shall be made in increments determined by the Auctioneer, in his sole and absolute discretion, in U.S. Dollars of cash consideration in excess of the last submitted, highest, qualified bid for the Asset up for bid.

All Qualified Bids shall be irrevocable unless and until it is not deemed the highest and best bid.

The competitive bidding among Qualified Bidders shall continue according to these procedures until the highest and best bid consistent with these Bid Procedures (the “Successful Bidder”) to purchase any of the Assets up for bid is received by the Secured Party (the “Winning Bid”).

The Secured Party shall be authorized, but not required, to accept the second highest and best bid (the “Back-up Bidder”) as a back-up bid (the “Back-up Bid”) to the Successful Bidder's bid, without notice to any other party, provided, however, that the proposed Back-Up Bidder consents to serve as such.

The Successful Bidder at the Auction shall be required to close at the conclusion of the Auction (the “Closing”) at the Sale no later than 3:00 p.m. E.S.T (the “Closing Bid Deadline”). The highest and best bid shall be paid in CASH in U.S. Dollars only at the Closing via wire transfer to an account designated by the Auctioneer, by cashier’s check or in other immediately available funds to be received by the Closing Bid Deadline. The Back-Up Bidder at the Auction shall be obligated to close on the Back-Up Bid by 4:00 p.m. E.S.T. if the Successful Bidder does not timely close by the Closing Bid Deadline.

Any Qualified Bid submitted after the conclusion of the Auction, respectively, shall not be considered by the Secured Party, unless the Successful Bidder or the Back-Up Bidder fails to timely close on the Assets bid upon.

In the event the Successful Bidder or Back-Up Bidder fail to timely close as provided herein, the Secured Party reserves the right to open the Auction to any other “Qualified Bidders” seeking to purchase the Assets to any other “Qualified Bidders” seeking to purchase the Assets on an individual basis pursuant to the bid procedures prescribed by the Secured Party for individual bids herein.

Items to be Delivered at Closing.

By June 29, 2018, the Secured Party shall deliver to the Successful Bidder or the Back-up Bidder the following: (i) a Bill of Sale (“Bill of Sale”); (ii) a Transfer Statement pursuant to Georgia law (the “Transfer Statement”); (iii) a Closing Statement (the “Closing Statement”); and (iv) Secured Party shall cause Borrower to deliver control or possession of the Assets to the Successful Bidder or the Back-up Bidder on June 29, 2018 and June 30, 2018. The Secured Party may require execution and delivery of any other documentation reasonably required or requested by the Secured Party to effectuate the Sale Transaction. On June 29, 2018 and June 30, 2018, each Successful Bidder and the Back-up Bidder who has paid all sums of the Winning Bid under the terms set forth hereinabove due and owing at the Closing to the full satisfaction of Auctioneer, will have the right to immediate possession and control of the Assets purchased at the Closing.

Prior to picking up the Assets purchased at the Sale, each Successful Bidder or Back-up Bidder shall deliver to the Auctioneer the following: (i) at least the sum of the Winning Bid under the terms set forth hereinabove; (ii) executed counterparts of the Closing Statement; (iii) fully executed Bill of Sale; and (iv) such other documents as contemplated by these Bid Procedures or as may be required by the Secured Party at the Closing in its sole discretion.

Delivery and Condition of the Assets.
1. Immediately upon completion of the Closing, the Secured Party shall be deemed to have fully and completely transferred to the Successful Bidder or Back-up Bidder all of Borrower’s and Secured Party’s rights, title and interest, if any, in, as well as possession, custody and control of, the Assets. Secured Party shall not be liable or responsible for any liabilities or obligations of any kind or nature whatsoever arising out of, under, or related to any Assets from and after the Closing whatsoever;
2. The Assets to be sold at the Auction are on an “AS-IS AND WHERE-IS BASIS” WITH ALL FAULTS, WITHOUT RECOURSE AND SECURED PARTY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OR REPRESENTATIONS OF WHATEVER NATURE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE, COMPLIANCE OF THE ASSETS WITH THE REQUIREMENTS OF ANY LAWS, RULES, SPECIFICATIONS OR CONTRACTS PERTAINING THERETO, LATENT DEFECTS, THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE ASSETS, OR THE OPERATION, USE, OR PERFORMANCE OF THE ASSETS, AND ANY QUALIFIED BIDDER AGREES TO TAKE THE ASSETS ON THAT BASIS; THERE ARE NO WARRANTY OR REPRESENTATIONS WHATSOEVER, INCLUDING WITHOUT LIMITATION, VALUE OR QUALITY OF THE ASSETS, POSSESSION, QUIET ENJOYMENT OR THE LIKE IN THIS AUCTION;
3. SECURED PARTY SHALL HAVE NO LIABILITY TO ANY QUALIFIED BIDDER OR ANY PERSON WHOMSOEVER (INCLUDING ANY SUBSEQUENT PURCHASER OF ALL OR ANY OF THE ASSETS) FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE (INCLUDING ATTORNEYS’ FEES) OF ANY KIND OR NATURE, WHETHER SPECIAL, CONSEQUENTIAL, ECONOMIC OR OTHERWISE, CAUSED OR ALLEGED TO BE CAUSED INDIRECTLY, INCIDENTALLY, OR CONSEQUENTIALLY BY THE ASSETS OF ANY PART THEREOF OR PRODUCTS THEREFROM, BY ANY INADEQUACY OF THE ASSETS OR DEFECT OR DEFICIENCY THEREIN, BY ANY INCIDENT WHATSOEVER AND HOWSOEVER CAUSED;
4. THE SALE OF THE ASSETS AT THE CONCLUSION OF THE CLOSING WILL BE FINAL.
5. THE SUCCESSFUL BIDDER OR BACK-UP BIDDER IS SOLELY RESPONSIBLE FOR DISMANTLING, ASSEMBLING AND COMPLETELY REMOVING ALL THE ASSETS PURCHASED AT THE CLOSING FROM THE PICK-UP SITE FOLLOWING THE CLOSING. ALL ASSETS SHALL BE REMOVED FROM THE PICK-UP SITE BY JUNE 30, 2018 (THE “PICKUP DEADLINE”), UNLESS OTHER ARRANGEMENTS HAVE BEEN MADE WITH THE AUCTIONEER IN ADVANCE. ANY REMAINING ASSETS AT THE PICK-UP SITE AFTER THE PICKUP DEADLINE WILL BE DEEMED ABANDONED BY THE SUCCESSFUL BIDDER OR THE BACK-UP BIDDER. SECURED PARTY ASSUMES NO RESPONSIBILITY, OBLIGATION OR LIABLITY IN ANY WAY FOR THE ASSETS AFTER THE CLOSING, INCLUDING WITHOUT LIMITATION THEIR DISMANTEL, ASSEMBLY AND/OR REMOVAL FROM THE PICK-UP SITE;
6. Successful Bidder or the Back-up Bidder and the Secured Party shall bear their respective expenses in connection with the Sale Transaction, Auction, Closing and the dismantling, assembly, removal and transport of the Assets purchased at the Closing. In the event the removal of any of the Assets results in any damage to the walls or floors of the Auction Location, any such damage must reasonably relate to the removal of such Asset and be reasonable in nature. If any damage to the Pick-Up Siteis deemed unreasonable by the Secured Party, in its sole and absolute discretion, the Secured Party will notify the Successful Bidder or the Back-up Bidder that they are fully responsible for any such repairs to the damaged area;
7. There is no warranty as to the existence, location or condition of any of the Assets; and
8. The Sale Transaction and transfer of the Assets to the Successful Bidder or Back-up Bidder at Closing are and shall be made pursuant to the OCGA §11-9-610.
Secured Party’s Business Judgment. The Secured Party: (a) may exercise its business judgment to recommend the sale of the Assets to any Qualified Bidders whose bid the Secured Party determines in its reasonable discretion, to be the highest and best; and (b) shall consult with any significant constituent that it deems necessary in connection with the bidding process and the selection of the highest or otherwise best bid. The Secured Party reserves the right to cancel or continue the Auction for any reason and to object to and oppose any request for a recess or for a continuance of the Auction.

No Representation. Each Qualified Bidder shall be deemed to acknowledge that it is not relying upon any oral or written statement, representations, or warranties of the Secured Party, or any of their attorneys, agents, or representatives.

Additional Terms. Secured Party may, at or before the Auction, withdraw all or a portion of the Assets from the Sale Transaction for any reason whatsoever, impose such other and additional terms and conditions not inconsistent with these Bid Procedures as it determines to be in the best interests of the Secured Party or other parties in interest and in accordance with the Georgia law.

Retained Rights of Secured Party. Notwithstanding the foregoing, nothing in the Bid Procedures shall be construed so as to modify, amend, limit or conflict in any way with the rights and remedies of the Secured Party against the Borrower and Guarantor under certain loan documents and related guaranties securing the Assets, including the Secured Party’s right to seek a judgment or file a claim in any proceeding for any deficiency remaining after the Sale Transaction. Further, the Secured Party reserves the right to credit or otherwise bid at the Auction and apply the expenses of the Sale Transaction and all or any part of the total amount of the balance due and owing under the loan documents and related guaranties related to securing the Assets to the Secured Party in satisfaction of the proceeds received at Closing.

Taxes. The Successful Bidder or the Back-Up Bidder take the Assets subject to all sales, use, excise, stamp, documentary, filing, recording, transfer, unpaid ad valorem, assessments or similar fees or taxes or governmental charges, as levied by any taxing authority or governmental in connection with the transfer of the Assets or which are a lien not yet due and payable and resulting.

USA PATRIOT Act Notice. For some businesses and organizations, the Secured Party may be required under federal law to ask for identifying information and documentation relating to certain individuals associated with the business or organization. The Qualified Bidder agrees to cooperate with any such requests made by the Secured Party.

Anti-Money Laundering/International Trade Law Compliance. The Qualified Bidder represents and warrants to the Secured Party, as of the date provided below, that: (a) no Covered Entity (i) is a Sanctioned Person; (ii) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person; or (iii) does business in or with, or derives any of its operating income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any law, regulation, order or directive enforced by any Compliance Authority; (b) the funds used to pay the Winning Bid or Back-up Bid to the Secured Party are not derived from any unlawful activity; and (c) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any laws of the United States, including but not limited to any Anti-Terrorism Laws.

As used herein: “Anti-Terrorism Laws” means any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering, or bribery, all as amended, supplemented or replaced from time to time; “Compliance Authority” means each and all of the (a) U.S. Treasury Department/Office of Foreign Assets Control, (b) U.S. Treasury Department/Financial Crimes Enforcement Network, (c) U.S. State Department/Directorate of Defense Trade Controls, (d) U.S. Commerce Department/Bureau of Industry and Security, (e) U.S. Internal Revenue Service, (f) U.S. Justice Department, and (g) U.S. Securities and Exchange Commission; “Covered Entity” means the Borrower, its affiliates and subsidiaries, all guarantors, pledgors of collateral, all owners of the foregoing, and all brokers or other agents of the Borrower acting in any capacity in connection with the Facility; “Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned Person, or is indicted, arraigned, investigated or custodially detained, or receives an inquiry from regulatory or law enforcement officials, in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or self-discovers facts or circumstances implicating any aspect of its operations with the actual or possible violation of any Anti-Terrorism Law; “Sanctioned Country” means a country subject to a sanctions program maintained by any Compliance Authority; and “Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person or entity, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any order or directive of any Compliance Authority or otherwise subject to, or specially designated under, any sanctions program maintained by any Compliance Authority.

AGREED AND ACCEPTED BY PROSPECTIVE BIDDER:

this ________ day of ____________________________, 2018.

BIDDER:

Entity / Company Name: _______________________________________ [Insert Full Name of Company or Entity]

By: ________________________________________________________ [Signature]*

Print Name: _________________________________________________

Title: _______________________________________________________

Address: ____________________________________________________

City, State, Zip: ______________________________________________

Telephone: __________________________________________________

E-mail: _____________________________________________________

*NOTE: By signing above, I represent that I have read, understand and acknowledge receipt of the foregoing Bid Procedures and am duly authorized and empowered to execute the foregoing on behalf of the company or entity indicated above to the terms of the Bid Procedures.

PLEASE EMAIL THE COMPLETED AND SIGNED BIDDING PROCEDURES TO ERIN STARK BROWN, ESQ., COUNSEL FOR SECURED PARTY, AT: ESB@brownpllc.com.

EXHIBIT “A”

SCHEDULE OF ASSETS

The Assets shall include the following described assets on hand as of the Sale Date:

Lender Ordered Industrial Liquidation