S&H SYSTEMS, INC. – CHAPTER 11 BANKRUPTCY ASSET LIQUIDATION – JONESBORO, AR

TERMS & CONDITIONS

S&H SYSTEMS, INC. CHAPTER 11 BANKRUPTCY ASSET LIQUIDATION

By registering to bid, placing a bid, or otherwise participating in this auction, each Bidder acknowledges that they have read, understand, and agree to be bound by these Terms and Conditions.

IMPORTANT NOTICE

This auction is being conducted in connection with the Chapter 11 Bankruptcy proceedings of S&H Systems, Inc.

All offers are subject to approval by the Chapter 11 Trustee and any additional approvals required by the United States Bankruptcy Court or applicable law.

The highest bid shall constitute an irrevocable offer to purchase and shall not create a binding contract until approved by the Chapter 11 Trustee and all other required approvals have been obtained.

1. AUCTION FORMAT

This is an Online Only Auction conducted by Wooley Auctioneers, Inc.

Bidding will open on Wednesday, July 8, 2026 at 10:00 A.M. (CDT) and will begin closing on Wednesday, August 5, 2026 at 10:00 A.M. (CDT) utilizing a staggered closing format with automatic bidding extensions (“Soft Close”).

Lots receiving bids within the final minute of bidding will automatically extend until competitive bidding has ceased.

Wooley Auctioneers reserves the right to modify, suspend, postpone, extend, divide, combine, withdraw, or cancel any lot or portion of the auction at its sole discretion.

2. BUYER’S PREMIUM

A Fifteen Percent (15%) Buyer’s Premium will be added to the final high bid on each lot.

Example:

Final Bid: $100,000.00

Buyer’s Premium (15%): $15,000.00

Total Purchase Price: $115,000.00

3. BANKRUPTCY SALE APPROVAL

All bids are subject to approval by the Chapter 11 Trustee and any other approvals required under the Bankruptcy Code, Bankruptcy Court Orders, or applicable law.

The Seller, Chapter 11 Trustee, Bankruptcy Estate and Auctioneer reserve the right to:

• Accept or reject any bid
• Approve or reject any sale
• Remove assets from the auction
• Resolve ownership or title disputes
• Modify sale procedures as necessary to comply with Bankruptcy Court requirements

Should a sale not receive final approval, the Buyer’s sole remedy shall be the return of funds actually paid. Neither the Seller, Chapter 11 Trustee, Bankruptcy Estate nor Auctioneer shall have any additional liability.

4. PAYMENT TERMS

Payment in full is required prior to the removal of any property.

Accepted forms of payment include:

• Wire Transfer
• Cashier’s Check
• Company Check (subject to approval)
• Other forms of payment approved by the Auctioneer

Credit cards may be accepted for smaller invoices at the Auctioneer’s discretion.

No property may be removed until payment has been received, verified and cleared.

5. ASSET LOCATION

Most assets are located at: S&H Systems, Inc.

5904 Krueger Drive

Jonesboro, Arkansas 72401

All wire decking (auction lots 2000+) are located in Trumann AR, (exact address TBA)

6. INSPECTION

Inspection will be held:

Monday, August 3, 2026

Tuesday, August 4, 2026

9:00 A.M. – 5:00 P.M.

Additional inspections may be arranged only with prior approval of the Auctioneer.

Bidders are strongly encouraged to inspect all property prior to bidding.

Descriptions, photographs, inventory lists, engineering drawings, Bills of Material (BOMs), purchase records, videos, dimensions, specifications and other information are provided solely as a convenience and are believed to be accurate but are not guaranteed.

Failure to inspect shall not relieve the Buyer of responsibility.

7. PROPERTY SOLD “AS IS, WHERE IS”

All property is sold STRICTLY AS IS, WHERE IS, WITH ALL FAULTS.

No warranties or guarantees of any kind are made by the Seller, Chapter 11 Trustee, Bankruptcy Estate, Property Owner or Auctioneer.

Specifically excluded are all warranties, express or implied, including but not limited to:

• Merchantability
• Fitness for a particular purpose
• Condition
• Capacity
• Performance
• Completeness
• Suitability
• Compliance with laws or regulations

Buyers rely solely upon their own inspections and investigations.

8. EQUIPMENT DESCRIPTIONS

Descriptions are believed to be accurate but are not guaranteed.

Quantities, model numbers, serial numbers, dimensions, capacities, specifications, inventory counts, photographs and equipment configurations may vary.

Certain lots consist of grouped inventory, contractor trailers, spare parts, palletized inventory or miscellaneous equipment.

Lot descriptions are intended as general summaries only.

Buyers shall rely upon their own inspection to determine the actual contents of each lot.

No sale shall be invalidated due to omissions, typographical errors or inaccuracies.

9. NO REFUNDS OR RETURNS

ALL SALES ARE FINAL.

No refunds, exchanges, credits, adjustments, chargebacks or cancellations will be permitted.

10. BIDDER RESPONSIBILITY

By placing a bid, each Bidder represents that they have:

• Reviewed all available information
• Conducted their own due diligence
• Inspected the property or voluntarily waived inspection
• Determined the suitability of the assets
• Possess the financial ability to complete the purchase

All bids are binding and irrevocable.

11. DEFAULT

If Buyer fails to pay, remove property, comply with these Terms or otherwise defaults, Auctioneer may:

• Cancel the sale
• Retain all deposits or funds received
• Resell the property
• Recover damages
• Recover attorney fees and collection costs
• Suspend or permanently revoke bidding privileges

Buyer shall remain liable for any deficiency resulting from resale.

12. REMOVAL OF PROPERTY

Removal Dates:

• August 6, 2026
• August 7, 2026
• August 10, 2026
• August 11, 2026
• August 12, 2026
• August 13, 2026
• August 14, 2026

Removal Hours:

8:00 A.M. – 5:00 P.M. Daily

ALL PURCHASED PROPERTY MUST BE REMOVED DURING THE DESIGNATED REMOVAL PERIOD.

Due to the commencement of Phase II of the S&H Systems Chapter 11 Bankruptcy Liquidation immediately following this auction, NO EXTENSIONS WILL BE GRANTED unless approved in writing by the Auctioneer.

Time is of the essence.

13. BUYER REMOVAL RESPONSIBILITIES

Buyer shall provide all labor, supervision and equipment necessary to remove purchased assets.

Buyer shall be solely responsible for:

• Transportation
• Freight
• Rigging
• Dismantling
• Packaging
• Loading
• Labor
• Forklifts
• Cranes
• Tools
• Insurance
• Permits
• OSHA compliance
• Environmental compliance
• Protection of remaining assets
• Cleanup of removal area

Limited forklift assistance will be available for palletized or easily accessible items as a courtesy only.

Auctioneer makes no guarantee regarding loading assistance, labor availability, equipment availability or loading times.

Buyers purchasing large machinery, trailers, conveyor systems, structural steel, transformers, switchgear or oversized equipment should plan to provide their own qualified rigging contractor and loading equipment.

14. INSURANCE REQUIREMENTS

Auctioneer reserves the right to require proof of insurance prior to removal.

Required insurance may include:

• Commercial General Liability
• Additional Insured Certificates

Failure to provide requested documentation may delay removal.

15. DAMAGE TO PROPERTY

Buyer shall be responsible for all damage caused during inspection, dismantling, loading, transportation or removal.

Buyer shall repair any damage to the satisfaction of the Property Owner at Buyer’s sole expense.

No Buyer shall remove conduit, wiring, structural steel, anchoring systems, piping or building improvements unless specifically included within the purchased lot.

16. ABANDONED PROPERTY

Any property not removed during the designated removal period shall be deemed abandoned.

Seller and Auctioneer may dispose of abandoned property without notice.

No refunds shall be issued for abandoned property.

17. TITLE TRANSFER

Title shall not pass until full payment has been received and approved.

Auctioneer reserves the right to withhold release of property until all financial obligations have been satisfied.

18. BID DISPUTES

Auctioneer shall have sole discretion in resolving bidding disputes.

Auctioneer’s records shall be final and conclusive.

Auctioneer reserves the right to reopen bidding, reject bids, cancel bids or determine the successful bidder.

19. EXPORT & INTERNATIONAL BUYERS

International buyers are welcome.

Buyers are solely responsible for all export documentation, customs requirements, freight forwarding, shipping arrangements, taxes, duties and compliance with all applicable laws and regulations.

Auctioneer will cooperate with Buyer’s designated freight forwarder but assumes no responsibility for export documentation or international transportation.

20. LIMITATION OF LIABILITY

Wooley Auctioneers acts solely as agent for the Seller.

Under no circumstances shall the Seller, Chapter 11 Trustee, Bankruptcy Estate, Property Owner, Site Operator or Auctioneer be liable for:

• Lost profits
• Business interruption
• Consequential damages
• Incidental damages
• Special damages
• Indirect damages

Maximum liability shall not exceed the Buyer’s Premium actually paid on the disputed lot.

21. GOVERNING LAW

These Terms and Conditions shall be governed by the laws of the State of Arkansas.

Any legal action arising from this auction shall be brought exclusively in a court of competent jurisdiction located in Pulaski County, Arkansas.

22. ACCEPTANCE OF TERMS

Registration, bidding or participation in this auction constitutes acceptance of these Terms and Conditions.

No exceptions shall be granted unless approved in writing by Wooley Auctioneers, Inc.

Wooley Auctioneers, Inc.

Real Estate Brokers & Auctioneers

Arkansas Auctioneer License AALB #2150