MORRIS REALTY & AUCTION MPORTANT INFORMATION PLEASE READ BEFORE BIDDING TERMS AND CONDITIONS PROPERTY IS OFFERED UNDER THE SPECIFIC TERMS PROVIDED. PLEASE READ AND REVIEW THE TERMS THOROUGHLY PRIOR TO BIDDING ON ANY PROPERTY. We ask you to not bid on any item if you do not agree or accept all of the terms and conditions listed below. By placing a bid, you agree to accept the terms of this auction and will be held to the terms as they are presented and updated. These terms create a legal binding contract between you and Morris Realty & Auction. PUBLIC AUCTION This is a PUBLIC ONLINE AUCTION and everyone is invited to register, bid and buy at this auction. There is no cost to register and bid. All bidders are required to enter a valid credit card to register. We do NOT automatically charge your credit card so please be prepared to pay for your items when you pick them up. ONLINE AUCTION This is an ONLINE ONLY auction. No bidding will be done onsite. BUYERS PREMIUM A 10% buyer premium is added to all winning bids in this auction as well as applicable sales tax. The total of all of your bids, the buyer premium and the any applicable sales tax will establish the final invoice price. NO WARRANTIES ALL PROPERTY IS SOLD AS IS WHERE IS WITH NO WARRANTY, EXPRESSED, WRITTEN OR IMPLIED and ALL SALES ARE FINAL: Morris Realty & Auction makes every effort in preparing the catalog for this auction to be accurate and clear. MRA attempts to describe the merchandise but makes no representations. Printed statements or descriptions by staff are provided in good faith and are matters of opinion. In no event shall Morris Realty & Auction be held responsible for having made or implied any warranty of merchantability or fitness for a particular purpose. Bidder shall be the sole judge of value. Bidders who bid on the internet understand and acknowledge that they may not be able to inspect an item as well as if they examined it in person. Morris Realty & Auction will not be responsible for any errors or omissions in the description of the merchandise. Bidder agrees that everything is sold as is and that they may not return any item they purchase. BIDDER REGISTRATION: In order for us to have enough time to conduct authorizations, it is encouraged that your register and bid early. Waiting till the last minute to register and or become comfortable with the system could negatively affect your bidding. We encourage you to register at least 24 hours in advance of the auction. In order to better serve our customers, all bidders must provide their name, address, daytime phone number or cell number, credit card information and email address at which they can be contacted. This is to insure good communication between MRA and the bidder throughout any transactions. Each bidder's identity will be verified. Bidding rights are provisional, and if complete verification is not possible, MRA may reject the registration, and bidding activity will be terminated. BIDDING PROCEDURES: On-line auctions move quickly! One item closes every few seconds. If you are interested in bidding, bid quickly, especially at the close of the bidding time. 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 lot information or the entire screen. Due to varying internet connections speed, please place a maximum or "MAX" bid or constantly monitor the auction at close of bidding. Email notifications can be delayed. If you win you will be notified by email. It is recommended that you watch the auction at the extended bidding time session to make sure you are the high bidder. By placing a bid, you acknowledge that your bid is a legally binding offer to purchase the item property being auctioned. Times shall be of the essence. MRA reserves the right to update, lower bids, withdraw bids or re-catalog items in this auction. Winning high bidders are notified by email when all items in the auction have closed. Bidders are responsible for checking their email to receive notification that they have won a lot(s). Auction company employees and/or Auction Company may bid on auction for absentee bidders or at the direction of interested and approved bidders who refuse to create an online account but desire to bid at the auction. Auction company employees may bid on auction items for personal consumption. STAGGERED CLOSE Once the auction closes the first lot, each lot will close in order every 15 seconds. EXTENDED BIDDING This auction features EXTENDED BIDDING. Any lot that receives a bid within 2 minutes of its Scheduled Closing Time will automatically have the clock extended on that lot for an addition 2 minutes and that lot shall remain open for bids past its normal close. The extension provision for that lot will continue until there is no additional bidding for 2 minutes. MAXIMUM OR "MAX" BIDS: Internet bidders who desire to make certain their bids are acknowledged should use the internet bidding feature and leave their maximum bid. When you bid your max, the current bid price does not automatically go to your max bid. There must be another bid to increase the current price and the computer will automatically bid up to your max in the preset bid increments. Max bids are taken in the order of date and time placed. BROWSER INFORMATION: Google Chrome and Mozilla Firefox is the preferred Internet Browser for our bidding platforms. Because Microsoft is phasing out support for Internet Explorer 8, 9 and 10, bidders are more likely to have issues with Internet Explorer when using our website. TECHNICAL ISSUES TECHNICAL SOFTWARE ISSUES: NEITHER THE COMPANY PROVIDING THE SOFTWARE NOR THE AUCTION COMPANY SHALL BE HELD RESPONSIBLE FOR A MISSED BID OR THE FAILURE OF THE SOFTWARE TO FUNCTION PROPERLY FOR ANY REASON. MRA is providing online bidding as a service to Bidder. 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 MRA or anyone else if the internet service fails to work correctly. MRA will not be responsible for any missed bids from any source. INVOICES Winning bidders are notified by email when all items in the auction have closed. Bidders are responsible for checking their email to receive notification that they have won a lot(s). You may need to check your Junk folder on your email since you are receiving an email with an attachment. SALES TAX All invoices will include Tennessee Sales Tax. If you are a reseller, you will need to send us a copy of your Tennessee Resale Certificate prior to the sales tax being removed from your invoice PAYMENTS You pay when you pick up your items. Although we can, we do NOT charge your CC automatically. We accept payments via: Cash, Cashier's Check, Business Checks, Bank Wires or credit card (Visa, Mastercard, American Express or Discover). There is a 3% surcharge for paying by credit card. There is an $18.00 charge for bank wires. All invoices must be paid prior to or at the time of pick up and in no case 48 hours past the auction. No returns or credit card charge backs allowed. DEFAULT OF BUYERS Successful bidder not paying for items at the end of the auction will be considered in default. Such default by the Successful Bidder will result in that Bidder's liability to both the Seller and Auction Company. Seller shall have the right to (a) declare this contractual agreement cancelled and recover full damage for its breach, (b) to elect to affirm this contractual agreement and enforce its specific performance or (c) Seller can resell the items either publicly or privately with Morris Realty & Auction 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/transporting/storage costs of the items, the expenses of both sales, legal and incidental damages of both the Seller and Morris Realty & Auction. In addition, Morris Realty & Auction reserves the right to recover any damages separately from the breach of the Buyer. The purchaser agrees to pay all reasonable attorney fees and costs incurred by Morris Realty & Auction, Inc. in the collection of funds. Morris Realty & Auction reserves the right to refuse bidding privileges to any person(s). DECLINED CREDIT CARDS or RETURNED CHECKS Any bidders with credit cards declined on reconciliation day or who write us an insufficient check are black-flagged from our system. RETURN CHECK POLICY If Morris Realty & Auction receives a returned check; the buyer agrees to pay a $30 returned check fee. Buyer will either agree to pay via certified funds for the entirety of the returned check plus $30 or return the merchandise. If buyer returns the merchandise, they are responsible for paying commission for selling the merchandise, paying the difference in the amount owed after it sells & any other expenses incurred from the resale of the items. If buyer defrauds Morris Realty & Auction with a defaulted check and is still in possession of the merchandise, Morris Realty & Auction will seek proper legal means to prosecute to the fullest extent for punitive and compensatory damages. REMOVAL POLICY Arrangements in regard to payment and removal must be detailed to Morris Realty & Auction after receipt of the invoice. Please be aware of the removal dates listed on the auction catalog as well as the auction details page. Buyers are to satisfy themselves as to condition prior to bidding. At removal, it is the buyers' responsibility to verify with staff the lot purchased in the presence of a Morris Realty & Auction employee before removing from the premises. We will not be held responsible for any issues discovered after the items(s) leave the auction location. Bidder agrees that everything is sold as is and that no return or refund will be granted on any item they purchase. Morris Realty & Auction will not be held accountable for buyer's additional expenses such as loading cost, commission, transportation, mechanical repair fees. Please bring enough help to remove your items. Our staff is here to assist you anyway we can - locating items, grouping item, however, Auction Company assumes no responsibility on loading of buyers' items and buyer holds Auction Company harmless in all loading assistance. Morris Realty & Auction is not participating in removal assistance just location services and is not responsible for any accidents. Items left are at the risk and responsibility of the buyer. DELIVERY OF STONE PRODUCT You may have someone pick up any stone product that you purchase at this auction, however, the seller has agreed to delivered stone products only from this auction. The DELIVERY CHARGE is $50.00 per delivery within 25 miles of the facility. It will be $75.00 from 25 miles to 50 miles. No deliveries will be made beyond 50 miles. SHIPPING WE DO NOT SHIP. ITEMS NOT PICKED UP Any item not picked up on the day(s) established for removal, your credit card will automatically be charged for the invoice amount plus any applicable storage handling fees. If your credit card will not process and you refuse to honor your bid, you will be blocked from the system. If you are unable to make the removal dates, please inform us at 901-565-7770 and we will work with you if possible. However, this auction has strict removal dates. If you do not pick up items or make payments up to date on merchandise, you will be banned from any future auctions. If any Items are paid for but not removed from the auction location within the established removal time, Morris Realty & Auction has no further obligations to the purchaser who did not meet the removal terms. Items are left at the discretion of the winning buyer/purchaser and Morris Realty & Auction bears no responsibility to items remaining at the location after specified removal dates. SOLE AND EXCLUSIVE VENUE & JURISDICTION OF ALL DISPUTES Any and all claims, including debt collection and all other disputes of any kind, nature, or character whatsoever arising from this auction sale shall be brought in the appropriate court of Shelby County, Tennessee, and shall be governed by the laws of the State of Tennessee; Seller, Bidder and Buyer each individually and collectively by virtue of participating in the Auction conducted by Morris Realty & Auction do hereby irrevocably agree to submit themselves and any claims to the jurisdiction and venue of the courts of Shelby County, Tennessee, and the laws of the State of Tennessee, which shall be the sole venue and jurisdiction for the resolution of any claims between them and Morris Realty & Auction regardless of the nature or location of the property sold or purchased or the physical location of the Auction. The successful purchaser agrees to pay any and all reasonable attorney fees and costs incurred by the Auction Company, the seller and / or their servants, agents or employees in the commencement or defense of any actions hereunder as well as in the collection of any obligations hereunder. The purchaser agrees that a fee of 2% per month be added to the balance of any unpaid balance due the Auction Company and any other costs or losses incurred by the purchasers' failure to adhere to these terms. HOLD HARMLESS Buyer and or bidder agrees that Morris Realty & Auction is a representative of the Seller and agrees to hold harmless and indemnify Morris Realty & Auction and its Agents, Owner, Directors, Employees and its Representatives from any and all claims, demands, expenses, damages which bidder/buyer may claim on account of or any way growing out of said auction and to look solely to the Seller for any remedy demanded. BIDDER ACKNOWLEDGEMENT Bidder acknowledges that no relationship of any nature or type, agent, employee, independent contractor or otherwise is created between bidder and auctioneer, affiliated auction companies, affiliated software companies and or any servant, agent or employee of the same by bidder's participation in this auction. Bidder acknowledges and agrees that Auctioneer is acting solely as the agent for the seller in this auction. INFORMATION IS SUBJECT TO CHANGE Announcements in the form of updated terms posted on the website will take precedence over any prior viewed terms at registrations, previously material or any other oral statements made. Please view the terms periodically for any changes.

Complete liquidation of all assets of Premiere Granite & Marble in Nashville including many lots of granite, marble and quartz slabs.