Historic 438 & 440 Main Street Building - Downtown Bowling Green, KY - Public Auction

Auction Terms & Conditions – 438 & 440 Main Street, Bowling Green, KY 42101 

 Real Estate: (WE ARE SELLING THE REAL ESTATE ONLY)

DESCRIPTION IMPROVEMENTS 

The subject complex involves two (2) separate and distinct parcels of real estate. The property identified as being 438 East Main Avenue is described as being a 2-3 story solid masonry building that has a chronological age of 154+ years (constructed in 1871) and an effective age of 50-55+ years. This is a typical quality building for the Central Business District of Bowling Green and is a structure that has a width of 19.5' and a maximum depth of 158 '. Based on dimensions obtained by the appraiser, the approximate building area contained within this structure is as follows: 

First Floor: 3,081 SF Second Floor: 2,301 SF Third Floor: 2,301 SF 

Based on the building area contained within each floor of this structure, this building contains a total gross building area of 7,683+ SF. The ground floor and second floor are separated by a wall from the buildings identified as being 440 East Main Avenue however the third level does not have a wall separating the two structures. Exteriorly, this building has solid brick walls, built-up roof (reported to be in good condition) and is a structure that has been adequately maintained. 

As of the effective date of this appraisal assignment, the ground floor of this structure is utilized as 440 East Main Restaurant and is well decorated. The front section of the ground floor is utilized as a dining room and is an area that has carpeted floors, plaster walls, decorative pressed tin ceiling (good quality), ceiling fans and as previously stated, the decorum of this room is good. Located to the immediate rear of the dining room is a kitchen area that has a tile floor, tile board walls and suspended tile ceilings. The ground floor of this structure is heated by means of gas forced air and is centrally air-conditioned. 

The second floor of this structure has a banquet room that is accessed off the rear portion of the dining room and one (1) residential apartment. The apartment contains a bedroom, laundry room, living room-kitchen and full bath. The apartment has carpet and vinyl floors, sheetrock walls and textured ceilings. The apartment unit is of typical construction for the downtown area. The second floor of this structure has central heat and air conditioning that is in average/good condition. 

The third floor of this structure is unfinished and historically has been utilized in conjunction with the third floor of the adjacent building (440 East Main Avenue). The original use of this area was as a skating rink and this part of the building has not been utilized over the past number of years. Prior to utilizing this floor area for uses other than storage, the area would require renovation. Reference is made to the fact, this structure has a full-unfinished basement area that contains approximately 3,080 SF. The basement has concrete floor, unfinished ceiling and stone walls. 

Located adjacent to the previously described building is the building identified as being 440 East Main Avenue. This is a rectangular structure that is 25' in width and has a maximum length of 158'. The area that is contained within this masonry structure is as follows: 

Ground Floor: 3,950 SF Second Floor: 3,950 SF Third Floor: 2,950 SF 

Based on the areas contained within each floor of this structure, this building contains a total_gross building area of 10,850 SF. The appraiser regards this as being an average quality building for the Central Business District of Bowling Green and is a building that has been well maintained. The ground floor of this structure is utilized in conjunction with 440 Main Restaurant and is a portion of this building that has been well maintained and has an acceptable decor. The front section of the ground floor area of this building has a bar/dining area and two (2) restrooms. Located to the immediate rear of the previously mentioned rooms, there is an office/ storage room and access to the basement area. The bar/dining areas have tile floors, brick and plaster walls and a decorative pressed-tin ceiling. This area also has ceiling fans and as previously stated is well decorated. The restrooms consist of one 3-fixture restroom and one 4-fixture restroom. The primary construction materials consist of tile floors, plaster walls and suspended tile ceilings. The office area is of fair quality and in average condition. The ground floor of this structure has gas forced air heat and is centrally air-conditioned. Based on information supplied by the property owner, these units are of adequate size and in good working condition. 

The second floor of this structure is utilized primarily as an office unit and has access by a central hallway that extends to the outside of this building. The office unit contains a number of individual rooms as well as a large conference room and adequate plumbing. Primary construction materials of the office consists of carpeted floors, sheetrock and plaster walls and sheetrock ceilings. The quality of the office space within this structure is typical for the Central Business District of this community and this unit has been well maintained. Located to the rear of the office unit, there is a storage room that is in fair condition and is a room that needs cleaning and/or renovation. 

The third floor of this structure is unfinished and is used in conjunction with the building located at 438 East Main Avenue. The original use of this area was as a skating rink and the space has not been utilized over the past number of years. Prior to utilizing this area for anything other than storage, significant expenditures would be required. Reference is made to the fact, this building also has a full-unfinished basement area that contains approximately 3,950 SF. The basement area has a concrete floor, unfinished ceiling and stonewalls. 

In summary, the two (2) buildings that are the subject of this appraisal assignment are utilized as the same property with the use on the ground floor being 440 Main Restaurant, and the second-floor areas are utilized as an office unit and apartment unit. The building contains a total gross building area of 18,533 SF plus a 7,000+ SF unfinished basement. This complex is typical of the Central Business District of this community and is a property that could be sold as two (2) separate buildings.

Auction Terms and Conditions:

AUCTION PREMIUM: A 7% AUCTION PREMIUM WILL BE ADDED TO THE HIGH BID TO DETERMINE THE CONTRACT SALES PRICE OF THE REAL ESTATE.

BIDDER REGISTRATION DEPOSIT: Vette City Real Estate & Auction Co. LLC requires a $1,000.00 registration deposit by Credit Card prior to bidding in order to participate in this REAL ESTATE AUCTION. The $1,000.00 is NOT CHARGED, it is a deposit that is held by your Credit Card Company up to 7 days. The $1,000.00 is charged only if you make purchases during an auction. If you do not make a purchase, you will not be charged. This is a separate transaction and will have no charges against your account. This however may show up as a pending transaction on your account. This is an Industry Standard Practice among Internet Auctions.
 

PROPERTY IS OFFERED SUBJECT TO THE SPECIFIC TERMS PROVIDED IN THE PURCHASE CONTRACT. PLEASE READ AND REVIEW THE CONTRACT THOROUGHLY PRIOR TO BIDDING ON ANY PROPERTY. IF YOU HAVE NOT READ AND REVIEWED THE CONTRACT FOR SALE OF THE REAL ESTATE, DO NOT BID. (Scroll down to the end of the terms to see a example of sales and purchase contract)

TERMS AND PAYMENT: THERE WILL BE A DOWN PAYMENT DUE ON THE LAST DAY AND TIME OF THE AUCTION. The down payment will be 10% of the purchase price of the Real Estate. It shall be submitted as a non-refundable down payment in the form of a check (with proper identification), cash, certified funds, or wire transfer on the day of the auction. If (YOU) it is an internet buyer (NOT ABLE TO BE ON SITE AT AUCTION END TIME), the payment must be received by Vette City Real Estate and Auction Co. Escrow Account within 48 hours of the day of the auction. We cannot accept a credit or debit card for down payment. The balance of the purchase prices is due at closing. Purchaser shall be responsible for all wire transfer fees. If other arrangements need to be made contact Lloyd Ferguson at (270)792-6275.

PROPERTY SOLD "AS IS": The property is sold without contingencies of any type such as further inspections, usability, or the ability of the buyer to secure financing, and subject to any valid easements. All property is sold “as is”.

Online and onsite auctions are cash sales that are not contingent on or subject to financing, appraisal, survey, or inspections of any kind. Bidders agree to this by registering for the auction prior to bidding, and this is specified in the purchase contract for the real estate. Bidders are encouraged to perform on-site inspections of the real estate prior to bidding in the auction. Failure to do so in no way relieve the buyer of any of the terms or conditions set forth here.

INSPECTION: The real estate may be viewed prior to the auction date by appointment with Vette City Real Estate and Auction Co. LLC, and will be available for inspection before sale time on the day of the auction. Prospective buyers are advised to inspect the property to their satisfaction as it will be sold “as is” with no warranties expressed or implied.

LEAD BASE PAINT NOTICE: The residence was built prior to 1978 and could contain lead base paint. The purchaser will be required to sign a lead base paint waiver, waiving any further inspections.

CLOSING: THE CLOSING OF THE REAL ESTATE IS TO BE ON OR BEFORE 45 DAYS OF AUCTION DATE.

RENTS AND TAXES: Real Estate Taxes will be prorated between buyer and seller as of closing date.

POSSESSION: Possession shall be given with Deed.

DEED: GENERAL WARRANTY DEED

AUCTION BID INCREMENTS: The Auctioneer shall determine the bid increments, which may be changed during the auction at his/her discretion.

WHO MAY BID: Any qualified bidder, including the auctioneer and any of the auctioneer's agents, may bid. Likewise, the auctioneer may, under Kentucky law, reject the bid from any bidder deemed unqualified or unfit to bid.

AGENCY: Vette City Real Estate and Auction co. LLC, Agents and Representatives are agents of the Seller. `Buyer and or Bidder agree to hold harmless and indemnify Vette City Real Estate and Auction Co. LLC and its Agents and its Representatives from any and all claims, damages or suits including but not limited to awards, judgments, costs, fees, etc.

REFRESH YOUR SCREEN CONSTANTLY DURING THE CLOSING MINUTES OF THE AUCTION TO KEEP UPDATED ON THE BIDDING.

SERVER SOFTWARE AND TECHNICAL ISSUES: In the event there are technical difficulties related to the server, software or any other online auction-related technologies, Vette City Real Estate and Auction Co. LLC reserves the right to extend bidding, continue the bidding, or close the bidding.

NEITHER THE COMPANY PROVIDING THE SOFTWARE NOR VETTE CITY REAL ESTATE AND AUCTION CO. LLC. SHALL BE HELD RESPONSIBLE FOR A MISSED BID OR THE FAILURE OF THE SOFTWARE TO FUNCTION PROPERTY FOR ANY REASON. EMAIL NOTIFICATIONS WILL BE SENT TO REGISTERED BIDDER WITH UPDATED INFORMATION AS DEEMED REASONABLE BY VETTE CITY REAL ESTATE AND AUCTION CO. LLC.

AUCTION BIDDER DEFAULT: A successful bidder not executing and returning the contract with earnest money deposit within 48 hours of the conclusion of the auction will be considered in default. In the event a winning bidder fails to submit the signed Contract for Sale of Real Estate and earnest money deposit within the allotted time, the winning bidder will be charged a penalty of no less than 10% of the winning bid. Any legal remedy available may be used to collect these charges. Additional default remedies are reserved by Vette City Real Estate and Auction Co. LLC and the Seller as provided in the Auction Terms and Conditions and the Contract for Sale of Real Estate. Vette City Real Estate and Auction Co LLC. reserves the right to sell to the second highest bidder in the event the successful high bidder does not comply with the terms of the sale

AUCTIONEER'S NOTE: All information contained on the website, advertising, and all related materials should be verified by all interested parties. All interested bidders are responsible for conducting their own independent inspections and tests.

DISCLAIMER: Information contained herein was obtained from sources deemed to be reliable. However, neither the auctioneers, agents, nor the Seller shall be responsible for any errors or omissions herein. Announcements made the day of the sale shall take precedence over any prior advertising or other information.

LEASE for 440 Restarunt & Bar

This lease, made this the 26 day of March, 2026, by and between T.C. Holmes Enterprises,LLC, by and through its member, Thomas C. Holmes ("Lessor") having an address of 807Wakefield Street Bowling Green, Kentucky 42103, and GL, LLC, by and through its member, Gary Lee Hunt ("Lessee"), having its principal place of business at 440 East Main Avenue Bowling Green, Kentucky 42101, witnesseth:

For and in consideration of the mutual covenants and promises hereinafter set forth, the parties hereto agree as follows:

(A) Lease

Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the certain premises and all things attached thereto (collectively, the "Leased Property") located at 440 E. MainAvenue Bowling Green, Kentucky 42101, which consists of an existing commercial building which includes the entire basement, the entire first floor, the second floor banquet room(including the second floor hallway for banquet room ingress and egress), and the back parking lot. Specifically excluded is the remainder of the existing second floor and the third floor of said building.

(B) Term of lease

The term of this lease commences upon April 1, 2026, and continues to September 1, 2028, (the "Term").

(B)(1) Option to Renew Lease

It is understood and agreed that the Tenant may renew the original terms of the lease for two additional five Cs) year periods by providing written notice of its intention to do so to the Lessor at the address provided by him to Lessee within 60 days before the expiration of the original terms of this lease or any extension thereto.

(C) Rental payments

During the Term, the rent for the Leased Property shall be $84,000.00 per year, payable in equal monthly installments of $7,000.00 (beginning March 1, 2026). Lessee shall pay Lessor the rent on the first business day of each month, at the Lessor's offices at 807 Wakefield Street Bowing Green, Kentucky 42101, or to such other person and at such other place and time as Lessor may from time to time designate in writing.

In the event an initial five-year extension in exercised, the rent shall be as follows: After September 1, 2028, the rent for the Leased Property shall be $84,000.00 per year, payable in equal monthly installments of $7,000.00 for a period of thirty-six months, or August 31, 2031.  AfterSeptember 1, 2031, the rent for the Leased Property shall be

$96,000.00 per year, payable in equal monthly installments of $8,000.00 for a period of twenty-four months, or August 31, 2033.

In the event a second five-year extension in exercised, the rent shall be as follows:

440 Main Lease

After September 1, 2033, the rent for the Leased Property shall be $108,000.00 per year, payable in equal monthly installments of $9,000.00. There after the rent for the Leased Property shall increase by 3% per year as set forth as follows:

September 1, 2034: $9270.00

September 1, 2035: $9,548.10

September 1, 2036: $9,834.54

September 1, 2037= $10,129.57

(D) Lessee's use of the Leased Property

Lessee shall use the Leased Property in a careful and proper manner and shall comply with and conform to all laws, ordinances, and regulations which relate in any manner to the possession, use, maintenance or improvements of the Leased Property. Upon Lessor's demand, Lessee shall prominently affix to the Leased Property labels, plates, or other markings supplied by Lessor, stating that the Leased Property is owned by Lessor.

(E) Lessee's inspection of the Leased Property

Lessee shall inspect the Leased Property within 24 hours after receiving it. Unless Lessee gives written notice to the Lessor within this time, specifying any defect or other objection to theLeased Property, Lessee agrees that it shall be conclusively presumed, as between the Lessee andLessor, that the Lessee has fully inspected and acknowledged that the Leased Property is in good condition and repair, and the Lessee is satisfied therewith and has accepted the Leased Property in such good condition and repair.

(F) Lessor's right to inspect the Leased Property

Lessor shall have the right during normal business hours to enter into and upon the premises where the Leased Property is located for the purpose of inspecting the same or observing its use. Any entry by Lessor shall not be done in any manner that affects the business operations of Lessee.

(G) Alterations prohibited

Lessee shall not make any alterations, additions, or improvements to the Leased Property, without the prior written consent of the Lessor, such consent not to be unreasonably withheld.Lessee must obtain at its sole cost all necessary permits and ensure that all improvements are compliant with applicable codes/regulations. All costs, expenses, fees or other expenditures related to additions or improvements to the property including signage shall be the sole responsibility of Lessee. All additions and improvements made to the Leased Property shall belong to and become the property of the Lessor upon the expiration of the lease, with the exception of Lessee's personal property and trade related fixtures owned or leased by Lessee, which shall be removed by Lessee at the end of the Term.

(H) Lessor's obligation to repair

Lessor, at its own cost and expense, shall be responsible at all times during the Term, for maintaining in good mechanical and working order the structural and non-structural portions of the exterior, the foundation, walls, floors, ceilings, parking lot, walkways, fire hydrant�, cor:i�on area fire alarm and sprinkler system, landscaping, fences, mechanical/utility equipment and systems (including, but not limited to, gas, electric, heat and air conditioning systems, septic, water) and the roof of the Leased Property. Lessor shall not beresponsible for cost of the maintenance and/or repairs of the hood ventilation system. If Lessor fails to perform its obligation to repair, Lessee may arrange for such repairs and deduct such repair costs from rental payments owed.

(I) Lessee's obligations

Subject to Lessor's obligations under Section H hereof, Lessee shall keep the Leased Property in good repair, condition, and working order and shall maintain at its own cost the landscape, signage, pest control, security systems, fire suppression system and utilities.

(J) Damage or Destruction

If, during the Lease Term, the Leased Property is damaged by fire, storm, act of God, or other casualty, in such manner that the Leased Property are rendered untenantable in whole or in part, Lessor shall promptly commence and diligently proceed to restore the Leased Property at Lessor'sexpense to its condition prior to the occurrence of such casualty (exclusive of any alterations oradditions to the Leased Property made by Lessee); provided, however, if: (i) the damage to the Leased Property cannot be repaired within one hundred twenty (120) days from the occurrence of the casualty (as evidenced by a vvritten estimate prepared by a reputable licensed architect or general contractor selected and paid for by Lessor setting forth the time required to make such repairs and the estimated cost thereof [the "Completion Estimate"]), or (ii) provided that Lessor has at all times maintained Lessor's insurance as required under Section L of this Lease, the insurance proceeds are insufficient to pay for such restoration, then Lessor or Lessee may terminate this Lease as of the date of such casualty by notifying the other in writing of such election to terminate within the later to occur of: (a) thirty (30) days after Lessee's receipt of the Completion Estimate, and (b) sixty (60) days after the date of the casualty. In such case, Lessee shall pay the Rent and other sums due hereunder, apportioned to the date of the casualty, and shall surrender the Leased Property to Lessor. If the damage caused by such casualty can be repaired within one hundred twenty (120) days thereafter as evidenced by the Completion Estimate, this Lease shall not be affected, except that Rent shall abate from the date of such casualty until the damage is restored. If the Leased Property are rendered wholly untenantable by reason of such casualty, as reasonably determined by Lessee, then Rent shall abate in full. However, ifby reason of such casualty, only a portion of the Leased Property is rendered untenantable, Rent shall abate in proportion to the portion of the Leased Property rendered untenantable. Notwithstanding anything to the contrary contained herein, if Lessor does not complete the restoration work required as a result of such casualty within thirty (30) days after the expiration of the estimated period of time to repair or to restore the Leased Property set forth in the Completion Estimate, then Lessee may terminate this Lease by written notice to Lessor at any time prior to completionof the restoration work.

(K) Surrender of Leased Property

440 Main Lease

Upon the expiration of the lease, with respect to any item of the Leased Property, the Les�ee shall return the same to Lessor in good repair, condition, and working order, ordinary wear and tear excepted, in the following manner:

(1) By delivering all keys to the Lessor at the Lessor's place of business or other place designated in writing.

(L) Insurance

(1) Lessor will maintain fire, extended, liability or any other insurance coverage for the entire building as Lessor, at its own discretion, deems necessary

(2) Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Lessee owned Alterations and Utility Installations, trade fixtures, and contents (including coverage against sprinkler damage). Such insurance shall be full replacement cost coverage. Inaddition, Lessee, at Lessee's sole cost and expense, shall maintain and keep in effect throughoutthe Term, insurance against liability for bodily injury (including death) and for property damagein or about the Premises under a policy of comprehensive general public liability insurance, with such limits as to each as may be reasonably required by Lessor from time to time.

(M) Taxes

(1) Lessor shall pay and fully discharge any and all "Real Estate Taxes", defined as any real property taxes, special assessments, levies, fees, and/or governmental charges of any and every character imposed on the Leased Property during the Term of this Lease, including any special assessments imposed on or against the Lease Property for the construction or improvement of public works.

(2) Lessee covenants and agrees to pay promptly, prior to delinquency, all taxes assessed against and levied upon any Lessee-owned Alterations, Utility Installations, trade fixtures, furnishings, equipment and all personal property contained in or on the Leased Property, and to keep same free and clear of liens or encumbrances.

(N) Lessor's payment

In the event of the Lessee's failure to procure or maintain insurance as aforesaid, or to pay said fees, assessments, charges, and taxes as aforesaid, Lessor shall have the right, but not the duty, to obtain such insurance, or pay such fees, assessments, charges, and taxes, as the case maybe. In that event, the cost thereof, including reasonable attorneys' fees, shall be repayable to Lessor with the next installment of rent, and failure to repay the same shall carry with it the same consequence, including interest at twelve per cent (12%) per annum, as failure to pay any installment of rent.

(0) Warranties

Except for Lessor's warranty that the Lessor has good and marketable title to the LeasedProperty and Lessor's warranty to Lessee of quiet enjoyment, LESSOR MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE LEASED PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE.

440 Main Lease

(P) Security

As security for the prompt and full payment of the rent, and the faithful and timely performance of all provisions of this lease, and any extension or renewal thereof, on its part to be performed, Lessee has previously pledged and deposited with Lessor the amount of $5,500.00. In the event any default shall be made in the performance of any

?f the covenants on the part of the Lessee herein contained with respect to any item or

items of the Leased Property, Lessor shall have the right, but not the duty, to apply said securityto the curing of such default. Any such application by Lessor shall not be a defense to any actionby Lessor arising out of said default; and, upon demand, Lessee shall restore said security to the full amount set forth above. Upon the expiration of this lease, or any extension or renewalthereof, provided Lessee has paid all of the rent herein called for and fully performed all of theother provisions of this lease on its part

to be performed, Lessor will return to Lessee any then remaining balance of said security.

(Q) Default

If Lessee with regard to any item or items of Leased Property fails to pay any rent or other amount herein provided vvithin five (5) days after the same is due and payable, or if Lessee Vlrith regard to any item or items of Leased Property fails to observe, keep or perform any other provision of this lease required to be observed, kept, or performed by Lessee and Lessee shall fail to cure such non-monetary breach within thirty (30) days of written notice thereof, Lessor shallhave the right to exercise any one or more of the following remedies:

(1) To declare the entire amount of rent hereunder immediately due and payable as to any or all items of Leased Property, without notice or demand to Lessee.

(2) To sue for and recover all rents, and other payments, then accrued or thereafter accruing, with respect to any or all items of Leased Property.

(3) To terminate this lease as to Leased Property.

Notwithstanding any said repossession, or any other action which Lessor may take, Lessee shall be and remain liable for the full performance of all obligations on the part of Lessee to be performed under this lease.

All such remedies are cumulative, and may be exercised concurrently or separately.

(R) Lessor's expenses

Lessee shall pay Lessor all costs and expenses, including reasonable attorneys' fees, incurred by Lessor in exercising any of its rights or remedies hereunder or in enforcing any of the terms, conditions, provisions hereof.

(S) Prohibition upon assignment

WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, LESSEE SHALL NOT (1) ASSIGN, TRANSFER, PLEDGE, OR HYPOTHECATE THIS LEASE, THE LEASED PROPERTY, OR ANY PART THEREOF, OR ANY INTEREST THEREIN, OR (2) SUBLET OR LEND THE LEASED PROPERTY OR ANY PART THEREOF, OR PERMIT THE LEASED PROPERTY OR ANY PART THEREOF TO BE USED BY ANYONE OTHER THAN LESSEEOR LESSEE'S EMPLOYEES. CONSENT TO ANY OF THE

440 Main Lease

FOREGOING PROHIBITED ACTS APPLIES ONLY IN THE GIVEN INSTANCE· AND ISNOT A CONSENT TO ANY SUBSEQUENT LIKE ACT BY LESSEE OR ANY OTHER PERSON.

Subject always to the foregoing, this lease inures to the benefit of, and is binding upon the heirs, legatees, personal representatives, successors, and assigns of the parties hereto.

(T) Lessor's assignment

It is understood that Lessor contemplates assigning this lease or mortgaging the LeasedProperty, and that said assignee may assign the same. All rights of Lessor hereunder may be assigned, pledged, mortgaged, transferred, or otherwise disposed of, either in whole or in part, without notice to Lessee. If Lessor assigns this lease or the rentals due or to become due hereunder or any other interest herein, whether as security for any of its indebtedness or otherwise, no breach or default by Lessor hereunder or pursuant to any other agreement betweenLessor or Lessee, should there be one, shall excuse performance by Lessee of any provisionhereof. No such assignee shall be obligated to perform any duty, covenant, or condition requiredto be performed by Lessor under the terms of this lease, and Lessor shall remain obligated toperform all duties, covenants or conditions as required by the terms of this Lease unless the property is sold to a new owner and the owner assumes said lease.

(U) Ownership

The Leased Property is, and shall at all times be and remain, the sole and exclusive propertyof Lessor; and the Lessee shall have no right, title, or interest therein or thereto except as expressly set forth in this lease.

(V) Interest

Should Lessee fail to pay any part of the rent herein reserved or any other sum required byLessee to be paid to Lessor, within ten days after the due date thereof, Lessee shall pay unto theLessor interest on such delinquent payment from the expiration of said ten days until paid at therate of twelve per cent (12%) per annum.

(W) Offset

Lessee hereby waives any and all existing and future claims, and offsets, against any rent or other payments due hereunder; and agrees to pay the rent and other amounts hereunder regardlessof any offset or claim which may be asserted by Lessee or on its behalf.

(X) Grant of option

During the Term of the Lease up until the date of termination of the Lease, so long as Lessee isnot in default of any of the terms of this Agreement, the Lessee is hereby granted the option topurchase the Leased Property for the purchase price, as determined pursuant to Section Y hereof.

(Y) Purchase price

440 Main Lease

If Lessee elects to exercise its option to purchase the property, the purchase price shall be based upon a mutually agreeable price, payable in full on the closing date of the purchase (the "closing"), with none of sums paid pursuant to section (Y) as well as this lease to be credited against the purchase price. If Lessor and Lessee are unable to reach

a mutually agreeable purchase price, Lessor is under no obligation to sell said property to Lessee.

(Z) Waiver of Subrogation.

Lessor waives and shall cause its respective insurance carriers to waive any and all rights torecover against the Lessee or against the agents of Lessee for any loss or damage to Lessor (including deductible amounts) arising from any cause covered by any property insurancerequired by this Lease or any other insurance actually carried by Lessor to the extent of the limitsof such policy. Lessor shall, from time to time, cause its insurer(s) to issue appropriate waiver ofsubrogation rights endorsements to all property insurance policies carried in connection with thePremises or the contents of the Premises. At Lessee's request, Lessor agrees to execute anddeliver to Lessee such a waiver of claims and to obtain such waiver of subrogation rights endorsements.

(AA) Conveyance

Upon the Lessee's notice, the Lessor shall execute, acknowledge, and deliver to Lessee, at closing, a good and sufficient general warranty deed conveying fee simple title to the propertyand all buildings and improvements thereon, free and clear of all liens, encumbrances, and other defects in title. All costs and expenses of curing any defects in the title shall be borne by theLessor; any such costs and expenses, together with all moneys required for the satisfaction of liens, or encumbrances, excluded taxes or other responsibilities of Lessee under this lease, may be subtracted from the purchase price and applied directly to the curing of such defects, if any, and tothe satisfaction and release of such liens, and encumbrances. All taxes for the current tax year shall be paid by the Lessee prior to closing. Closing shall be at a time and place designated byLessee within 30 days after notice of exercise. Other prorations and payment of expenses of conveyance shall be in accordance with local custom.

(BB) Damage to property

If Lessee elects to exercise this option, and if between the date hereof and the date of closingany damage occurs to the property or any of the buildings or improvements located thereon,which loss is covered by insurance, such insurance proceeds (and the right to pursue recovery thereof) shall inure to the benefit of Lessor upon exercise of this option, and Lessee hereby waives any and all such proceeds and rights to said proceeds. Lessee agrees that if Lessor collects any damages or insurance proceeds, such sums so collected shall not be considered as payment on the purchase price. Prior to the closing, Lessee (or any agent of Lessee) shall have the right toenter upon the property at reasonable times for the purpose of making such inspections andinvestigations as Lessee deems necessary.

(CC) Notice of exercise

440 Main Lease

If the Less�e elects to exercise the option in accordance with the terms hereof, notice of such elecbon shall be deemed sufficient if personally delivered or sent by registered or certified mail, return receipt requested, to the last known address of Lessor.

(DD) No Restriction on sale

Lessee agrees that Lessor shall have the exclusive right to sell or offer for sale the property during the term of this agreement, or any renewal or extension thereof. Any "For Sale" sign inconnection with the lease property shall be placed thereon in cooperating with Lessee to clearlyindicate Lessee is not going out of business or relocating. In the event Lessor receives an offer to purchase the property from another party, Lessee shall have the right to match and exceed saidoffer(s) by one percent (1%), including counteroffers, for the purchase of said property. Example:If outside purchaser makes an offer to purchase the Leased Property, Lessee will have the right to match the outside purchasers offer price. If the outsider purchaser makes a counteroffer, Lessee will have the right to match that counteroffer and so on.

(EE) Assignment

Lessee shall not assign this agreement, without the prior written consent of Lessor.

Lessor shall not unreasonably withhold consent.

(FF) Non-waiver

No covenant or condition of the lease can be waived except by the written consent of theLessor. Forbearance or indulgence by Lessor in any regard whatsoever shall not constitute a waiver of the covenant or condition to be performed by Lessee to which the same may apply, and,until complete performance by Lessee of said covenant or condition, Lessor shall be entitled to invoke any remedy available to Lessor under this lease or by law or in equity despite said forbearance or indulgence.

(GG) Entire agreement; applicable law

This instrument constitutes the entire agreement between Lessor and Lessee; and it shall not be amended, altered, or changed except by a written agreement signed by the parties hereto. Thelaws of the Commonwealth of Kentucky shall apply to and govern the terms and performance of this lease.

(HH) Notices

Service of all notices under this agreement shall be sufficient if given personally or mailed tothe party involved at its respective address hereinbefore set forth, or at such address as such party may provide in writing from time to time. Any such notice mailed to such address shall beeffective when deposited in the United States mail, duly addressed and with postage prepaid.

(II) Titles

The titles to the paragraphs of this lease are solely for the convenience of the parties, and are not an aid in the interpretation of the instrument.

(JJ) Time

440 Main Lease

Time is of the essence of this lease and each and all of its provisions.

IN TESTIMONY WHEREOF, vvitness the signatures of Lessor and Lessee as of the date first above written.

 Holmes Enterprises, Inc

Thomas C. Holmes, Member​Gary L. Hunt, Member

440 Main Lease

Property Legal Description:

438 East Main Street - "Beginning at the west corner of the three story Getty Building on Main Street on the public square in Bowling Green, Kentucky; thence eastwardly with the line of Main Street about 19 ft. 6 in. to the center of the partition wall dividing said building, thence with a line of the center of said partition wall 210 feet to the center of Spring Alley, thence with the center of Spring Alley westwardly about 19 ft. 6 in. to the northwest boundary line of said lot, thence with said northwest boundary line about 210 feet to the beginning. "It is understood that there is hereby conveyed with said building above described a stairway leading from Main Street to a hallway in the second story and from said hallway a back stairway leading to the third story and the grantee herein shall have the free and unobstructed use and way of said stairway and hall for the benefit and enjoyment of his part of the second and third floors of said building." "It is further understood as a part of this conveyance that the third or top story of said building is not now partitioned or divided except two small anti or rear rooms. and that it either of the owners of the lower floors shall in the future desire to divide or partition the same, a hallway shall be left immediately over and of the same width as the one in the second story, of which hallway the grantee herein shall have the use and benefit aforesaid for the purposes aforesaid. "It is further understood that the grantee shall have and enjoy in common with the owner the eastern portion of said three story building a drainage ink for the purposes of draining water from said common building."

440 East Main Street - "That certain lot of land and that portion of what is known as the Getty Building located upon same located in Bowling Green, Warren County, Kentucky, the part of the building and lots herein conveyed lying on the southeast side of a line running through the center of the wall divided the two lower store rooms of said building, which is bounded and described as follows: "Beginning at the most southerly corner of said building and lot on Main Street, running thence down Main Street and with a line thereof about 25 feet and 1 inch to the line which runs through the center of the wall which divides the two store rooms in said building, the one now occupied by James Cuthbertson and the other by Nahm Brothers, thence with the center of said wall and a continuation thereof about 210 feet to the center of Spring Alley; thence at right angles to the right and with the center of said alley 25 feet 1 inch; thence at right angles to the right and parallel with the second line in this boundary 210 feet to the beginning." This is the same property conveyed to Holmes & Holmes, LLC, by deed dated June 29, 2013, of record in Deed Book 1059, Page 309, in the office of the Clerk of the Warren County Court.

AUCTION PURCHASE CONTRACT OF SALE

THIS CONTRACT OF SALE, made and entered into on this the ______ day of ____________, 2026, by and

between_________________________________________________________, hereinafter referred to as the “Seller”;

and_________________________________________ whose address is ______________________________________________________________ Hereinafter referred to as the “Buyer”.

WITNESSETH: That under the terms and conditions hereinafter set out the Seller does hereby agree to sell unto the Buyer and the Buyer does hereby agree to purchase from the Seller that certain parcel of land and the improvements thereon located at

____________________________________________________________________________ , hereinafter referred to as “the Property”.

The sale is made under the following terms and conditions:

Final Auction Bid $______________________________________ plus 7% Auction Premium $_____________________________________.

The total consideration for this sale is the sum of: $______________________________________________________________________.00

____________________________________________________________________________________________________ .00

II

The consideration for this Contract of Sale shall be payable by the Buyer unto the Seller as Follows:

The sum of___________________________________________________________________ $__________________________________________.00, cash or

check in hand paid (non-Refundable deposit) this date to Vette City Real Estate & Auction Co. LLC Escrow, to be held in their Real Estate escrow account until the

closing of this transaction. The sum of _________________________________________________________$_______________________________.00, cash or check to be paid by the Buyer at the closing of this transaction and conveyance of title to the property. Party to this agreement may demand specific performance of this Real Estate Contract.

III

The closing of this transaction shall be between ______________________, 2026. The Seller shall deliver a deed of conveyance to the Buyer with Covenants of General Warranty, conveying unto the Buyer the property hereinabove described with a good and marketable title to same, free and clear of all liens or other encumbrances of record, subject however, to easements for public roads and public utilities, rights-of-way for public streets, and rules and regulations of the City-County Planning Commission of Warren County, Kentucky, and all building and use restrictions.

IV

All Improvements thereon to remain with the property.

V

The 2026 real estate taxes and rents shall be pro-rated between sellers and buyers as of closing date.

VI

The Buyer shall receive possession of the Property at the closing date under the terms of existing Lease, with tenants rights.

VII

The Contract of Sales has no contingencies, the inspection was completed to the Buyer’s satisfaction. The buyer is aware he is buying the property AS IS condition.

VIII

At the time of the closing of this transaction the Seller to bear the cost of the legal fees for preparation of deed of conveyance and the deed transfer tax to the County court Clerk. It shall be the obligation of the Buyer to bear the cost of cost opinion of title, recording fees, title insurance premiums, and any closing cost with regard it is financing.

IX

The Property is being sold in its “AS IS “condition with all faults.

X

In construing this Contract of Sale, neuter pronouns shall be substituted for those masculines in form and vice versa, and plural terms shall be substituted for singular and singular for plural in any place in which the context so requires.

XI

This Contract of Sale contains the entire agreement between the parties hereto and is a total integration thereof and may not be changed orally but only by an agreement in writing and signed by the party against whom enforcement in any waiver, change, modification and/or discharge is sought.

XII

It is agreed, understood and stipulated by and between the Seller and Buyer: That time is of the essence in this Contract of Sale but that a waiver by the Seller of a breach of any of the terms or conditions shall not constitute a waiver of any subsequent breach of same or any other of the terms of conditions hereof: that if any provision, clause or phrase of this Contract of Sale is held or found to be illegal, invalid or unenforceable it is the intent of the parties hereto that the remainder of this Contract of Sale be given full effect without such provision, clause or phrase and to this end this land sales contract is intended by the parties to be severable.

XIII

The Buyer shall not have the right or authority to assign this Contract of Sale or any of its rights hereunder to any person, firm, corporation, or other entity without the prior consent of the Seller.

XIV

This Contract of Sales shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.

XV

All risk of loss or damage to the property by fire, windstorm, casualty, or other causes remains with the Seller until conveyance of title. This Contract of Sale shall be binding upon

and insure to the benefit of the parties hereto, their heirs, executors, administrators, personal representatives, successors and/or assigns.

XVI

Lloyd Ferguson is a Licensed Kentucky Real Estate Broker, Auctioneer, representing the Seller and in this transaction. This statement is made to comply with Seller/Buyer’s Agency Disclosure.

IN TESTIMONY WHEREOF, witness the hands of the parties hereto on this date first above written.

Print Buyer Name: ______________________________________________________________________________

Buyer Address: _________________________________________________________________________________

City/ State: _____________________________________________________________________________________

Signature ___________________________________________________________________ Date / Time _________

Email _______________________________________________________________ Cell Phone _________________

SELLER:

Print Seller Name: ________________________________________________________________________________

Seller address: ___________________________________________________________________________________

City/ State: ______________________________________________________________________________________

Email Address __________________________________________________________ Cell Phone ________________

Signature ____________________________________________________________ Date / Time _________________

WITNESS: WITNESS:

_________________________________ ________________________________