Auction rules

Updated version. Valid from 1^st of January, 2022

RULES OF ORGANIZATION AND IMPLEMENTATION OF ELECTRONIC AUCTIONS

1. DEFINITIONS USED IN THESE RULES

1.1. Auction or Electronic Auction – sale of real estate owned by the Seller by electronic means, during which the real estate belonging to the Seller is offered for a sale through an intermediary – the Auctioneer, where the number of Auction Participants is unlimited, and the Sale-Purchase Agreement is concluded with the Auction Participant who offered the highest price.

1.2. Auction Participant – a Registered User who seeks to participate in the Electronic Auction and who has submitted all the documents specified in these Rules, has paid the Participant’s Fee and whose registration has been approved by the Auctioneer following the procedure established herein.

1.3. Auction Documents – all and any documents related to the ongoing Auction, including the documents submitted by the Auction Participants, the description of the Auction Object and other documents related tothe conclusion of the Auction and the Sale-Purchase Agreement.

1.4. Auction Winner – the Auction Participant who has offered the highest price and has been declared the Auction Winner, or the only registered Auction Participant who has offered the initial price of the Auction Object.

1.5. Second Place Winner – the Auction Participant, who has offered the second-highest price.

1.6. Auction Object – the real estate owned by the Seller, which is being sold at the Auction.

1.7. Auctioneer – UAB Newsec advisers LT, legal entity code 302504219, registered office address at Konstitucijos ave. 21C, Vilnius, Lithuania, or another company listed in the rules attached to the relevant auction.

1.8. Close Relatives – a person's spouse, cohabitant, partner when the partnership is registered following the procedure established by law (hereinafter – partner), as well as their parents (adoptive parents), children (adopted), brothers (stepbrothers), sisters (stepsisters), grandparents, grandchildren and their spouses, cohabitants or partners.

1.9. Participant’s Fee – the monetary contribution of the Auction Participant, paid to the bank account, specified in the Notice before registering to the Auction. The amount of the Participant’s Fee is calculated under Clause 3.3.2.4 of these Rules. The specific amount of the Participant’s Fee to be paid is indicated in the Notice.

1.10. Confidential Information – all and any non-public information and data provided in written, electronic, visual, or oral form, i.e. Notice, technical documentation and projects of the Auction Object, leases and other agreements concluded regarding the Auction Object and any other documents related to the Auction Objects, as well as any other commercial, financial, legal, technical information or data provided or disclosed by the Auctioneer and / or the Seller to Registered Users, whether or not such information or material or information has been marked as confidential. The Confidential Information includes all copies, summaries and results of the documents related to the Auction Object, as well as information about the ongoing conversations and negotiations on the conclusion of the Preliminary Sale-Purchase Agreement, including the content of those conversations and negotiations.

The following information shall not be considered the Confidential Information:

- is publicly available, unless such information has become publicly available due to violation of the undertaking on the protection of confidential information;

- has been obtained independently and lawfully from a third party without any restriction regarding its disclosure;

- the Registered User was aware before signing this undertaking and such information was obtained without violating the legal requirements.

1.11. Preliminary Sale-Purchase Agreement – the agreement between the Buyer and the Seller on the conclusion of the Sale-Purchase Agreement.

1.12. Seller – the owner of the Auction Object or his / her authorized person who intends to sell the real estate through electronic auction and concludes the Sale-Purchase Agreement, and who authorizes the Auctioneer to organize the Auction thereof.

1.13. “Buy Now” Price – the price of the Auction Object indicated in the Notice, when the Registered Users are entitled to purchase the Auction Object before the commencement of the Auction following the procedure established in Paragraph 5 of the Rules.

1.14. Buyer – the Auction Winner with whom the Sale-Purchase Agreement is concluded.

1.15. Sale-Purchase Agreement – the principal sale-purchase agreement of the Auction Object, concluded between the Seller and the Auction Winner (Buyer).

1.16. Platform or Website – a special publicly announced electronic real estate auction system (Platform) developed and administered by the Auctioneer available at https://newsec.lt/aukcionai .

1.17. Registered User – any natural or legal person who has created an account on the Website on his name or behalf of a represented person.

1.18. Notice – an announcement of the Auction Object, which is published on the Platform and contains essential requirements specified in Clause 3.3 of the Rules, as well as conditions and terms of the Auction and other information related to a specific Auction.

1.19. Rules – these Rules for the Organization and Implementation of Electronic Auctions conducted by the Auctioneer via Platform.

2. GENERAL PROVISIONS

2.1. These Rules lay out the main principles of organization and implementation of the real estate Auctions, the procedure and requirements applicable to the persons participating in the Auctions, their rights, duties and responsibilities concerning publicly announced real estate Auctions. The Rules are prepared under the provisions of the Civil Code of the Republic of Lithuania and other legal acts, which are valid at the time of publication thereof.

2.2. These Rules (including the forms of the Notice and the documents contained therein) shall apply and be interpreted in conjunction with the Terms of Use of Website and Privacy policy , which are published on the Website https://newsec.lt/aukcionai/ . In the event of any inconsistency between these Rules and the Terms of Use of Website / Privacy Policy, the provisions of these Rules shall prevail.

2.3. These Rules are binding all persons who participate or wish to participate in the Auction. If other (specific) auction rules are indicated in the Notice or are attached to the respective auction, then the conditions of other (specific) rules provided to the respective auction shall apply, unless it expressly provides otherwise.

2.4. These Rules and / or other (specific) auction rules, if applicable, become legally binding documents after the Registered User who intends to participate in the Auction and buy the Auction Object provides his / her consent. The consent of the Registered User thereto is expressed (confirmed) during each registration for the Auction by ticking the check box " I confirm that I have read the auction rules" (or a similar confirmation expressing the will of a person). The confirmation shall be accompanied by a reference to the auction rules available on the Website or the text applicable to the specific auction.

3. ANNOUNCEMENT OF THE AUCTION

3.1. Information on each planned Auction will be announced in advance on the Website, as well as on the promotion portals and websites http://www.aruodas.lt/ , www.skelbiu.lt and http://www.ntzemelapis.lt no later than registration of the Registered Users for the Auction commences. This information additionally may be posted on the Seller's Website or in other publicly accessible media, also may be sent to the Registered User by e-mail in compliance with the laws, if the Registered User chose to receive newsletters.

3.2. Notices regarding the planned Auctions can be accessed by clicking the link "For Auction Participants" at the top of the Website, then "Auctions". You can also filter your ads by selecting preferred search criteria.

3.3. The Notice of the Electronic Auction shall contain the following information:

3.3.1. Information about the Auction Object:

3.3.1.1. Details of the real estate, the land plot, or other real estate assigned to it (name / description of the property, unique number and / or the cadastral number of the land plot, address, area, main purpose and method of use, special land use conditions, information on restrictions, if any), as well as other data or documents characterizing the Auction Object.

3.3.2. Information about the Auction (Auction terms):

3.3.2.1. The initial price of the Auction Object, including the sale price of the land plot, if the real estate is being sold together with the land plot assigned to it. The initial price of the Auction Object is rounded off to a whole number according to the mathematical rules (the price is indicated in euros without cents);

3.3.2.2. minimum price increase amount (excluding VAT);

3.3.2.3. “ Buy Now” Price and conditions, if applicable in a particular auction;

3.3.2.4. The amount of the Participant’s Fee, its conditions and payment procedure;

The amount of the Participant’s Fee is determined according to the initial price of the Auction Object (if no other amounts are stipulated in the respective auction):

The maximum amount of the Participant’s Fee shall not be more than 10% of the initial price of the Auction Object.

3.3.2.5. Bank account number to which the Participant’s Fee should be paid;

3.3.2.6. Commencement date / end date and time for the registration of Auction Participants and the Auction;

3.3.2.7. Forms of Auction Documents and submission procedure;

3.3.2.8. Information and time on the possibility to inspect the Auction Object, if known;

3.3.2.9. Draft of Preliminary Sale-Purchase Agreement (if any) or conditions of the Sale-Purchase Agreement or the terms of final settlement;

3.3.2.10. Name, telephone number and e-mail of the employee appointed by Auctioneer;

3.3.2.11. Other information related to the execution of a particular Auction.

3.4. In addition to the information specified in Clause 3.3, the Notice may also indicate that several real estate objects are merged into one Auction Object and are sold together. In this case, such real estate objects will be considered as one Auction Object assigned by one common identification code, and the Auction Participants may bid only for the entire Auction Object. The Auction Participant must bid for the whole Auction Object; if the amount of the bid prices do not coincide with the total bid price for the entire Auction Object, only the total bid price shall be evaluated when determining the Auction Winner.

3.5. The person who intends to participate in the Auction may get acquainted with the Auction Documents under the procedure established by the Auctioneer and the Seller, having previously signed the undertaking on the protection of Confidential Information, if relevant information is not publicly available. The form of the undertaking on the protection of Confidential Information may be attached to the Notice or, at the request of an interested party, provided separately.

4. THE REGISTRATION OF THE AUCTION PARTICIPANTS

General provisions

4.1. In the Electronic Auction may participate any natural persons, legal persons, groups of persons, other organizations, as well as branches and representative offices of legal persons or other organizations of the Republic of Lithuania or foreign countries (unless otherwise provided by laws), which are entitled to acquire the Auction Object under the laws of the Republic of Lithuania and which conform with the requirements stipulated herein.

4.2. A person who wishes to participate in the Electronic Auction and purchase the Auction Object cannot be an employee of the Seller's / Auctioneer’s group of companies, a member of the supervisory and management bodies of the group of companies, or Close Relatives if the participation of such persons could reasonably cause a conflict of interest as it is defined in the legal acts or other documents approved by the parties.

4.3. A natural person may register for the Auction in his name or as a representative of another natural or legal person by submitting copies of documents supporting his / her authorization under the procedure established in the Rules. A legal entity may participate in the Auction through its representative – the manager of the legal entity or an authorized person. If the Auction’s Participant represents another person while participating in the Auction, the representative must indicate the code of the represented natural or legal person and submit documents confirming the basis for the representation. If the represented natural person is not a citizen of the Republic of Lithuania, it is required to provide a name, surname, date of birth of the natural person, as well as, if possible, the personal identification code and citizenship. If a legal entity other than from the Republic of Lithuania is being represented, name, code and the state of the legal entity must be indicated and the mandatory requirements for the acquisition of the Auction Object (and the land plot if the property is sold together with the land plot) must be assessed.

4.4. If the represented persons are not specified, it is considered that the Auction Participant represents himself / herself and becomes the Buyer in case of winning the Auction. Respectively, if the represented person or several represented persons are indicated, the owner of the acquired property shall be he / she or they.

4.5. A natural person may register for a particular Auction only once as an Auction Participant or as a representative of a legal or natural person. A person registered as an Auction Participant or as a representative of a legal or natural person is not entitled to transfer his / her rights and obligations to third parties until the conclusion of the Sale-Purchase Agreement.

Registration procedure

4.6. Auction Documents shall be registered only within the term specified in the Notice, except for the cases when the registration term is extended following the procedure established herein. In such case, the Auction Documents may be registered until the end of the extended term.

4.7. Only Registered Users who have created their account on the Website can register for a specific Auction (information on how to create an account on the Website can be found in the FAQ section). A Registered User who wishes to participate in the Auction must register for a specific Auction during the registration period specified in the Notice. In exceptional cases, the registration period specified in the Notice may be extended for an additional term at the discretion of the Auctioneer due to significant reasons by sending a separate notification to the Auction Participants and / or other interested parties. Significant reasons are recognized as circumstances, including, but not limited to the operation or malfunction of the Platform, additional written information given by the Seller, relating the Auction Object and / or other circumstances have or may have an impact on the execution of the Auction and / or the interests of the parties.

4.8. Registration for the Auction takes place by the Auction Participant clicking the button “For the Auction Participants” at the top right of the Website and then “Login” and / or clicking the button “ CONNECT” in the selected Auction.

4.9. After logging in to his / her account, the Registered User who wishes to participate in a particular Auction must:

4.9.1. read and confirm that he / she has read these Rules. The Registered User must also confirm that he / she agrees that the Auctioneer may process his / her personal data, including the personal identification code, for the purposes of participation in the electronic Auction in compliance with the legal acts. The consent of the Registered User must be expressed by ticking the link " I confirm that I have read the auction rules" in the relevant field of the Website, i.e., y. through the so-called "check-box";

4.9.2. pay the Participant's Fee. The occurred reference “Generate Payment Details” generates information related to the payment details (recipient, bank account number, bank name and code, with automatically filled payment purpose). The Participant’s Fee shall be paid by a bank transfer. Upon payment and submission of respective copies to the Auctioneer, the registration of the Auction Participant shall be approved within 1 business day from the receipt date of said documents. Additional terms concerning offset, refund and other conditions of the Participant's Fee may be provided in the terms of the particular Auction.

4.10. When registering to the Electronic Auction the Registered Users must submit digital copies of the following documents, certified as established by laws:

4.10.1. copies of the documents confirming the authorization of the representative;

4.10.2. a copy of the document confirming the payment of the Participant’s Fee;

4.10.3. if several persons (a group of persons) intend to participate in the Electronic Auction, copies of the transaction on acquisition under the right of joint ownership or agreement on joint activities;

4.10.4. if a natural person intends to participate in the Electronic Auction, in addition to the documents specified in Clauses 4.10.1 - 4.10.3 of the Rules, he / she must submit a copy of the natural person's ID document. A copy of the ID document must also be submitted by the representative of the legal person (natural person) when the legal person is registering as an Auction Participant.

4.10.5. if a legal entity intends to participate in the Electronic Auction, in addition to the documents specified in Clauses 4.10.1 - 4.10.3 of the Rules, it must submit the followings documents:

4.10.5.1. a copy of registration certificate or an extract from the Register of Legal Entities (or another document confirming its registration), if according to the laws of its registration place, such entity is required to possess;

4.10.5.2. a copy of a resolution of the competent management body concerning participation in the Electronic Auction and acquisition of assets, if according to the incorporation documents or legal acts such decision must be adopted by the management body;

4.10.5.3. foreign legal entities – legalized or validated by certificate (Apostille), unless otherwise provided by the international treaties of the Republic of Lithuania or legal acts of the European Union, registration certificate and articles of association, documents confirming the representation fact, or other corresponding incorporation documents. Documents must be submitted with a translation into the Lithuanian language.

4.11. In specific cases, the Registered Users may be requested to provide the following documents:

4.11.1. a copy of the articles of association or regulations (or another incorporation document) when a legal person intends to participate in the Electronic Auction, if according to the laws of its registration place, such entity is required to possess;

4.11.2. a guarantee or a similar document issued by a bank registered in the Republic of Lithuania or abroad, other credit institution or legal entity (Registered User), confirming the disposal of the funds required for the Auction Object or a part thereof, as well as the credit agreement or other related documents if the Auction Object is purchased by the credit institution funds;

4.11.3. other documents specified in the Notice (if any).

4.12. In case the Auction Object is a land plot or buildings together with the land plot assigned to them, a natural person who is not a citizen of the Republic of Lithuania shall submit a copy of a document certifying the citizenship of a foreign state that meets criteria established in Paragraph 1 of Article 4 of the Constitutional Law on the Implementation of Paragraph 3 of Article 47 of the Constitution of the Republic of Lithuania (hereinafter – Constitutional Law), certifying the citizenship of the corresponding foreign state or a document certifying that the person is a permanent resident of such foreign state or a permanent resident of the Republic of Lithuania; the foreign legal person or other organization must submit a relevant and complete statement of the legal person or other organization about the legal person from the State Register of Legal Entity, the Register of Legal Entities or other institutions, and incorporation documents (articles of association, regulations, etc.) or other relevant copies of documents certifying that the legal person or organization is established in a state that meets the criteria specified in Paragraph 1 of Article 4 of the Constitutional Law; Copies of the documents issued in foreign countries specified in this clause must be legalized or certified with Apostille and translated into Lithuanian (the translation must be approved by the signature of the translator entitled to engage in such activity).

4.13. After registration, the registration status switches to “ Approval is pending”. The Registered User becomes an Auction Participant and may participate in the Auction only after his registration in the Auction has been approved by the Auctioneer, i.e., after notification on the approved registration by e-mail or via “Notifications” section is received.

4.14. In the absence of any of the previous registration actions or at the end of the registration period, further registration actions are not allowed.

4.15. If after inspecting the Auction Documents the Auctioneer discovers any deficiencies therein, the Auctioneershall inform the Registered User thereof and set a deadline that cannot be later than the end of registration for the Auction to eliminate the identified deficiencies. If the person eliminates the identified deficiencies within the set deadline, the Auctioneer accepts the Registered User's documents and approves him / her as the Auction Participant. If the Registered User does not eliminate the identified deficiencies and does not submit the appropriate documents to the Auctioneer (by an e-mail) within the period set out by the Auctioneer, the Auctioneer will disapprove the Registered User's registration.

Cancellation of the Auction Participant’s registration

4.16. The Auctioneer shall cancel the registration of the Auction Participant or refuse to recognize the Auction Participant offered the highest price as the Auction Winner, if after the registration of the Auction Participant, it turns out that:

4.16.1. not all Auction Documents specified in Clause 4.10 and / or 4.11 of the Rules have been submitted or the Auction Participant does not comply with the requirements set out in the Rules;

4.16.2. a Registered User shall be deemed to be an unfair buyer as defined in Clause 4.23 of the Rules;

4.16.3. in case the Auction Object is a land plot or buildings together with the land plot assigned to it, the Auction Participant or at least one member of a group of persons, in cases where a Registered User is a group of natural and / or legal persons, does not meet the criteria established in Article 4 of the Constitutional Law;

4.16.4. the Participant’s Fee has not been paid or transferred to the bank account specified in the Notice. If the Participant’s Fee has not been transferred to the bank account opened on behalf of the Seller or the Auctioneer, the Auctioneer and the Seller shall not bear any responsibility for the refund of such funds to the Registered User or his representative;

4.16.5. not all fields in the Registration Form (Profile form) are filled in or the provided information is incorrect, inaccurate, incomplete.

4.17. The Auctioneer may reject the Auction Documents of the Registered User and refuse to recognize him / her as the Auction Participant or refuse to recognize the Auction Participant offered the highest price as the Auction Winner, if:

4.17.1. Registered User is an employee of the Seller's / Auctioneer's group of companies, a member of the supervisory and management bodies of the group of companies, or a Close Relative;

4.17.2. if it has become known to the Auctioneer or the Seller or they have reasonable suspicions that the Registered User or the Auction Participant (or at least one member of the group of persons in cases where the Registered User or the Auction Participant is a group of natural and / or legal persons) meets at least one of the following criteria:

4.17.2.1. is being liquidated, restructured, reorganized, bankruptcy proceedings are initiated or are being conducted out of court or circumstances are suggesting that the Registered User or the Auction Participant may become insolvent or restructured, may be subject to bankruptcy proceedings, etc.;

4.17.2.2. money that is used to pay for the Auction Object or to fulfill other obligations under the Sale-Purchase Agreement may be accumulated illegally;

4.17.2.3. there are other significant circumstances due to which the Seller cannot initiate a business relationship with the Registered User or the Auction Participant or the fact of which would cause a violation of other requirements established by legal acts.

4.18. When rejecting the Auction Participant's documents or refusing to recognize the Auction Participant as the Auction Winner on the grounds set out in these Rules, the Auctioneer is not obliged to refer to the competent authorities or institutions of the Republic of Lithuania for information supporting the requirements of the Rules and to provide the Registered User or Auction Participant with any evidence that would validate information available to the Auctioneer or the Seller.

4.19. If the Auction Documents of the Registered User are rejected and he / she is not confirmed as an Auction Participant, the Auctioneer shall inform the Registered User in writing by sending a notification to the e-mail submitted during the registration process or in the notifications section of the Platform, indicating the reason for which the Auction Documents were rejected and the Registered User was not recognized as the Auction Participant.

4.20. Participant’s Fee shall be refunded without deductions to Registered Users who have not been confirmed as Auction Participants for the reasons specified in Clauses 4.16 and 4.17 of these Rules. In the cases provided in Clauses 4.16.4, 6.1, 6.14.2 and 7.8 of the Rules, the Participant’s Fee shall not be refunded. Participant’s Fee is refunded within 10 (ten) business days after the end of the Auction.

4.21. Having filled in the registration form and submitted the Auction Documents, the Registered User is entitled to refuse to participate in the Auction before the deadline of the Auction registration by submitting the Auctioneer a written request (it must be signed) to cancel or return the Auction Documents, in which without other documents the account where the Participant’s Fee should be refunded is indicated. The documents and the Participant’s Fee shall be returned to the Registered User who refuses to participate in the Auction before the deadline of the Auction registration, no later than 10 (ten) business days after the end of the Auction.

4.22. A Registered User, who has submitted the request specified in Clause 4.21 of the Rules, is entitled to submit new Auction Documents before the deadline for registration of the Auction Documents. When submitting new Auction Documents, all documents specified in the Rules must be provided and all other conditions stipulated in the Rules must be fulfilled. If new Auction Documents are submitted for another Auction Object, a Registered User must pay the Participant’s Fee and submit the supporting documents before submitting new Auction Documents. A Registered User, who canceled the submitted Auction Documents and has not submitted new ones by the deadline for registration of the Auction Documents, shall be deemed to have refused to participate in the Auction. If the Auction Documents are canceled before the deadline for registration of the Auction Documents, the paid Participant’s Fee shall be refunded to the bank account specified by the Auction Participant in accordance herewith.

4.23. In the event of a repeated Auction of the same property, because the Auction Winner has not paid the Seller all or part of the Auction Object’s price or the Sale-Purchase Agreement has not been concluded due to reasons attributable to the Auction Winner, such Auction Participant is considered as an unfair buyer and is not allowed to participate in the repeated Auction. If the Sale-Purchase Agreement has been concluded but subsequently terminated due to the fault of the Buyer, the Seller or the Auctioneer, on the Seller’s behalf, may demand from the unfair buyer to reimburse the costs of organizing and holding a new Auction and the difference between the prices if the property is sold at a lower price in the new Auction than the one not paid by the unfair buyer. The decision to reimburse, as well as to pay the said difference, shall be adopted by the Seller or the Auctioneer on behalf of the Seller.

For the purposes of this clause, a person who has violated the terms and conditions of the Auctions and the requirements of the applicable Rules in any previous Auction conducted by the Auctioneer (including, but not limited to, unreasonably concluded or refused to conclude a Sale-Purchase Agreement, in whole or in part performed any other action that unreasonably limited the Sellers' / Auctioneer's rights to successfully complete previous auctions and sell assets, and / or received data or documents supporting the fact that the person participated in other Auctions with prior arrangements with other participants) shall also be considered as an unfair buyer.

5. “BUY NOW” CONDITIONS

5.1. Notwithstanding the terms outlined in the Rules, the Seller also is entitled but is not obliged, to sell the Auction Object following the "Buy Now" option specified in the Notice (for the “Buy Now” Price, etc.) to any person who complies with the law requirements at any time from the announcement of the Notice until the end of the registration term of the Auction Documents.

5.2. “Buy Now” conditions:

5.2.1. The “Buy Now” Price does not apply to all published auctions, but only where the Notices explicitly specify “Buy Now” Price.

5.2.2. A Registered User who wishes to activate “Buy Now” option shall click on the button “Buy Now” in the Notice and send a message to the Auctioneer about its intention to use this option.

5.2.3. The Auctioneer will submit a “Buy Now” request form, which must be completed, signed and then returned by the Registered User to the Auctioneer.

5.2.4. Upon receipt of the completed application, the Auctioneer shall submit it to the Seller and obtain an approval or rejection to sell the Auction Object for the “Buy Now” Price. If several “Buy Now” requests are registered within 3 business days, the Seller is entitled to refuse to sell using “Buy Now” option and continue the Auction.

5.2.5. After receiving the Seller's consent to sell using the “Buy Now” option, the Registered User must pay at least 10 (ten) percent advance payment to the Seller's account (from the “Buy Now” object price) within 3 business days and the arrangement on the purchase the Auction Object shall be executed on terms acceptable to the Seller by concluding the Preliminary Sale-Purchase Agreement or the Sale-Purchase Agreement. If the Registered User does not fulfill these conditions, the Seller shall have the right to return the Auction Object to the Auction or to hold a repeated Auction of the same Auction Object in the future. Upon receipt and acceptance of the “Buy Now” offer, the Auction Object shall be removed from the list of Auction Objects and the Notice, and the Auctioneer shall inform the Auction Participants and Registered Users who submitted the documents specified in these Rules and / or applied to the Auctioneer for additional information about the Auction Object. If the fees of other Registered Users have been received by the time the “Buy Now” request is received, they shall be returned to the accounts specified by the Auction Participants no later than within 10 (ten) business days from the end of the Auction.

5.2.6. The priority to conclude the Preliminary Sale-Purchase Agreement or Sale- Purchase Agreement has the person, whose “Buy Now” request was received earlier, as well as the Seller's consent to sell and the amount of 10 (ten) percent (from the price of the “Buy Now” object) to the Seller's account was transferred earlier.

5.2.7. In case a person wishing to purchase the Auction Object before the registration deadline of the Auction Documents has submitted a request to the Seller to use the “Buy Now” option and thus expressed the intention to purchase the Auction Object, received the Seller’s consent to sell, paid at least 10 (ten) percent (from “Buy Now” object price), but refused to enter into a Preliminary Sale-Purchase Agreement before the end of registration term of the Auction Documents, such person shall be obliged to indemnify the Seller for minimum losses, the amount of which is equal to 10 (ten) percent of the amount paid (from the amount of the “Buy Now” object price). In such case, it shall be deemed that the Auction Object continues to be sold at the Auction at a price not lower than the price indicated in the Notice.

6. EXECUTION OF THE AUCTION

Auction execution procedure

6.1. Auctions are organized and conducted by the Auctioneer. The Auction starts at the time specified on the Website and in the Notice. Only the Auction Participant, whose registration for the Auction has been approved by the Auctioneer, may offer a price at the Auction. If no Auction Participant has registered before the start of the Auction, the Auction shall be deemed failed. If only one Auction Participant registered to participate in the Auction, he / she is entitled to purchase the property for the initial price of the Auction Object, but must offer it by clicking the button "Suggest price" and placing the bid in the field clicking the button “Bid”. In case the only registered Auction Participant does not offer a price by the end of the Auction or refuses to enter into the Sale-Purchase Agreement, the Auction shall be deemed failed and he / she loses the right to claim a refund of the paid Participant’s Fee.

6.2. During the Auction, the Auction Participants must place the bid price for the Auction Object on the Website. Auction Participants may increase the price by the minimum price increase amount (interval) specified in a particular Notice. The minimum price increase amount (interval) is provided automatically. If there are no bids in the Auction yet, the bid may be equal to the initial price of the Auction Object. Other Auction Participants may offer a price by increasing it not less than the minimum price increase amount (interval), or not increase it without losing the paid Participant’s Fee. The Auction Participant can change the bid – increase it at his / her discretion (more than the specified minimum price increase amount (interval)). During the Auction, the Platform does not allow separate Auction Participants to place the same price bets.

The minimum price increase amount (interval) is determined according to the price of the Auction Object (other intervals may be specified in the rules provided next to the respective auction):

6.3. Registered Auction Participants are entitled not to increase the initial price of the Auction Object, but if none of the registered Participants offers the initial price of the Auction Object, they forfeit their right to reimburse the Participant’s Fee and the Auction is deemed failed. Bids cannot be placed automatically, i.e., bets must be placed online by the Auction Participant.

6.4. To bid in the Auction, enter your bid in the field “ Suggest price” and click the button “Bid ”. Upon successful bidding, the Auction Participant will be presented with a pop-up message that the bid is accepted.

6.5. The Auction Participant may not cancel the bid placed under the established procedure in Clauses 6.2. – 6.4. of the Rules. When the Auction Participant offers a price, a notification with a green text “You are winning” will appear next to the Notice of a specific Auction Object. In case another Participant offers a higher price, this notification changes to a red “You are losing ”. The Auction Participant is informed about the other bids in the section “Notifications” at the top right of the Website.

6.6. The bids for the real estate can be placed on the Website till the end of the Auction period. If at least one bid is received within 5 (five) minutes before the end of the Auction, the Auction may be extended for an additional period of 5 (five) minutes and zero seconds, during which the Auction Participants may bid for the Auction Object. After each bid received during the extended term of 5 (five) minutes and zero seconds, the Auction may be repeatedly extended for additional 5 (five) minutes and zero seconds, which starts from the moment of receipt of the respective bid. The extended Auction shall be closed if no other bid is received within 5 (five) minutes and zero seconds after the last bid. Under the procedure outlined in this clause, the Auction may be extended indefinitely.

The possibility to extend the Auction outlined in this clause is applied under the decision of the Auctioneer / Seller, i.e., the deadline for the end of the Auction will not be automatically extended in each case. The Auctioneer is also not obliged to inform the Auction Participants whether the extension possibility will apply in a particular Auction. In this case, all risks related to the proper and timely submission of bids shall be borne exclusively by the Auction Participants.

6.7. The Auction Participants shall estimate the possible minimum differences between the timers of the Website system and their electronic device in seconds and submit the bid after assessing the risk that the Platform may not record the bid if the timer has already expired in the Platform.

6.8. The Auctioneer shall be entitled to extend the term of the respective Auction at his discretion due to objective reasons not attributable to the Auctioneer (e.g., internet connection disruptions, Website shutdown or malfunction, etc.) until the reasons hindering the successful process and completion of the Auction are eliminated. The Auctioneer shall inform all respective Auction Participants thereof.

6.9. The Auction ends automatically at the time specified on the Website and in the Notice unless bids are submitted and the Auction is extended under the procedure outlined in Clauses 6.6 and 6.8. The status of the ended Auction changes to “Ended”.

6.10. The Auction Winner is considered the Auction Participant who has offered the highest price. The price offered by the Auction Winner is also the sale price of the property. The Participant’s Fee is credited as partial payment for the Auction Object to be acquired and the attributes assigned to it. The Auction Participant, recognized as the Auction Winner, shall enter into a Preliminary Sale-Purchase Agreement with the Seller no later than 10 days after the announcement of the Auction Winner (the terms and conditions of the Preliminary Sale-Purchase Agreement may be published together with the Notice) or the Sale-Purchase Agreement no later than within the term specified in the Notice. The Preliminary Sale-Purchase Agreement is signed by the Seller's authorized person. Recognition of the Auction Participant as the Auction Winner is the basis to demand the Auction Winner fulfill its obligation to enter into the Sale-Purchase Agreement and pay the price offered in the Auction in full.

6.11. The Auction Participants are informed about the end of the Auction (won / did not win) in the section “Notifications” as well by sending an automatic message to the e-mail address registered in their profile if such service was selected. At the end of the Auction, the Auction protocol in pdf format is generated and submitted to the Website with information about the Auction, which, without identifying specific Auction Participants, provides a detailed history of bids. The history of the offered prices is visible publicly (without identifying the participants) in the Notice. The Auction protocol falls into the scope of the Confidential Information and the Auctioneer is under no obligation to disclose the Auction Winner or other data relating to him or any other person to any third party, including but not limited to the Second Place Winner or other Auction Participants, their representatives or Close Relatives, unless it is mandatory under the laws.

6.12. The Participant’s Fee paid to the Auction Participants who have not been confirmed as the Auction Winners shall be refunded within 10 (ten) business days from the end of the Auction, unless otherwise provided in the Notice of the specific Auction. If the Auction Participant has paid the Participant’s Fee but failed to complete the registration procedure for the Auction, the Participant’s Fee shall be refunded to the Auction Participant within 10 (ten) business days from the end of the Auction. The Participant’s Fee is refunded to the same bank account from which the respective payment was made.

Failure of the Auction

6.13. The Auction shall be deemed failed if:

6.13.1. none of the Auction Participants registered until the end of Auction registration term;

6.13.2. several Participants registered, but none of the Auction Participants offered the initial price of the Auction Object;

6.13.3. at the end of the Auction, it turns out that the Auction Winner does not meet the criteria for European and transatlantic integration set out in the Rules, the Constitutional Law and / or does not meet the requirements set out in other legal acts (for example, the Law on Prevention of Money Laundering and Terrorist Financing of the Republic of Lithuania);

6.13.4. Auction Winner does not submit all or part of the original or copies of the documents specified in Clause 4.10 or 4.11 of these Rules, certified under the legal acts;

6.13.5. the Preliminary Sale-Purchase Agreement or the Sale-Purchase Agreement is not signed within the term specified in the rules of a specific Auction and (or) other requirements specified in the Sale-Purchase Agreement are not fulfilled (e.g., payments specified in the Auction conditions are not paid);

6.13.6. a material malfunction of the Platform occurs, due to which the Electronic Auction legally cannot be considered executed;

6.13.7. after execution of the Auction, it becomes evident that other Auction conditions have not been fulfilled.

6.14. If the Auction does not take place, a repeated Auction may be announced, the Auction Object shall be offered for purchase to the Second Place Winner by a direct bid or in another manner that complies with the requirements of legal acts. The decision on further sale of the Auction Object shall be adopted exclusively by the Seller.

7. CONCLUSION OF THE PRELIMINARY SALE-PURCHASE AGREEMENT AND THE SALE-PURCHASE AGREEMENT

7.1. The Preliminary Sale-Purchase Agreement or the Sale-Purchase Agreement shall be concluded following the conditions specified in the Rules or the Notice. The Auction Participant shall be entitled to coordinate the details of the transaction before the end of registration for the Auction. At the end of the Auction, Auction Winner is not entitled to amend the material terms of the transaction. If he / she does not agree to conclude the Sale-Purchase Agreement following the published conditions, it shall be considered a material breach of the Auction conditions and a basis for applying the liability to the Auction Winner stipulated in these Rules or legal acts. In this case, the Participant’s Fee paid by the Auction Winner will not be refunded.

7.2. At the request of the Auctioneer, Auction Winner must submit to the Auctioneer the originals of the Auction Documents specified in Clauses 4.10 and / or 4.11 of the Rules or duly certified copies of these Auction Documents before the conclusion of the Preliminary Sale-Purchase Agreement or the Sale-Purchase Agreement. The Auction Documents may be submitted in digital form via e-mail specified in the Notice.

7.3. The Participant’s Fee paid by the Auction Winner shall be included in the final price of the Auction Object specified in the Sale-Purchase Agreement. The remaining part of the price the Auction Winner must pay to the Seller's bank account within the term provided in the Auction terms or to another term agreed by the parties.

7.4. If the Auction Winner borrows funds from a credit institution or any other financier legally operating in the Republic of Lithuania (e.g. crowdfunding platforms) to fulfill its obligation, the Seller shall pledge the Auction Object to such financier with a conditional mortgage, which will take effect from the moment the Auction Winner fully and properly settles with the Seller under the Sale-Purchase Agreement and the ownership to the Auction Object is transferred to the Buyer. The Auction Object may be pledged following the procedure outlined in this clause only if the Auction Winner has paid the difference between the price of the Auction Object and the amount specified in the credit institution's financing agreement (if any). After choosing the method of payment provided in this clause, the Buyer undertakes to pay the remaining part of the price to the Seller not later than within 30 (thirty) days after the date of signing and notarizing the Sale-Purchase Agreement.

7.5. The Sale-Purchase Agreement must be signed within the deadline specified in the Auction terms. This term shall not be deemed omitted due to the fault of the Seller or the Buyer if the Sale-Purchase Agreement is not concluded for reasons beyond the control of the parties and depends on the authorities and / or officials required to issue certificates and / or other documents that must be duly executed to conclude notarized Sale-Purchase Agreement under the laws (e.g. Center of Registers or the National Land Service will refuse to issue a certificate to a notary public regarding the sale of the Auction Object), including but not limited to cases where the court issues interim measures.

7.6. In such cases, the term for signing the Sale-Purchase Agreement shall be extended by 60 (sixty) calendar days. If during the extended term the circumstances due to which the Sale-Purchase Agreement could not be concluded are not changed, the Buyer shall be entitled to choose either:

7.6.1. agree to extend the term for signing the Sale-Purchase Agreement for a period agreed between the Buyer and the Seller, or

7.6.2. refuse to sign the Sale-Purchase Agreement.

In case the Buyer chooses to refuse to sign the Sale-Purchase Agreement following the procedure, established in this clause, it shall not be considered a breach of the Rules and the Participant’s Fee shall be refunded to the Buyer no later than 10 (ten) business days from the Buyer's written notice to the Seller.

7.7. During the period before the signing of the Sale-Purchase Agreement, the Seller and the Buyer shall coordinate the draft Sale-Purchase Agreement following the conditions specified in the Notice. The Seller shall inform the Auction Winner in writing about the date and time of approval of the Sale-Purchase Agreement. The Sale-Purchase Agreement shall be approved by a notary office chosen by the Seller unless the Parties agree otherwise. All costs related to the conclusion, approval and registration of ownership concerning the Sale-Purchase Agreement, notary fees, other costs of performing notarial actions and costs related to the verification of data in the central data banks of the state registers, legal, tax, environmental, technical and other, inspection, as well as the preparation of related documents or any other costs (including, but not limited to, incurred at the request of the Auction Winner) shall be paid by the Auction Winner (Buyer) unless otherwise specified in the specific Notice or agreed with the Seller.

7.8. If the Auction Participant, recognized as the Auction Winner, refuses to enter into a Preliminary Sale-Purchase Agreement or Sale-Purchase Agreement with the Seller within the specified term (unless the Sale-Purchase Agreement cannot be concluded due to the fault of third parties), fails to pay the payments specified in the Auction terms (including advance or final payment) or grossly violates other terms of the Auction or Sale-Purchase Agreement, it is considered that he / she refuses to purchase the Auction Object, he / she also losses the right to continue participating in the purchase of the same Auction Object, and the Participant‘s Fee is not refunded to the Auction Winner. In such cases, the Participant's Fee is deemed as the penalty, which covers the minimum losses of the Seller related to the organization / execution of the Auction, etc., which the Seller is not obliged to prove.

8. LIABILITY

Limitation of Liability of the Auctioneer

8.1. The Auctioneer shall be responsible for announcing, cancelling, or extending the Electronic Auction, declaring it as failed, organizing repeated auctions (if the Auctioneer and the Seller have concluded an appropriate agreement), as well as the smooth process of the Auction itself. The Auctioneer acts as a service provider for the organization of real estate auctions and is not authorized or responsible for representing the interests of the Seller, the Buyers or any third parties in the event of any dispute.

8.2. The Auctioneer, having agreed with the Seller or having received his / her instruction, shall be entitled to terminate the Auction for any reason at any time before the Auction execution. If the execution of the Auction is terminated following the procedure established in this clause after the Auctioneer registers the documents of the Auction Participants, the Auctioneer shall inform the Auction Participant(s) via the contacts specified in the registration form. The paid Participant’s Fee shall be returned to the account specified by the Auction Participant not later than within 10 (ten) business days from the decision to terminate the Auction execution.

8.3. The Auctioneer shall not be responsible and bear any responsibility for the proper and timely fulfilment or non-fulfilment of the obligations of the Seller, the Buyer and / or any third parties provided in these Rules and / or other documents related to the Auction, as well as any permits, licenses, consents or receipt of any other documents that must be received / approved by the Seller, the Buyer or any third party necessary for the proper execution of the Sale-Purchase Agreement and performance of other actions provided therein. Any negative consequences arising from the non-performance of the obligations assigned to the Buyer, the Seller, or any third parties shall be the sole responsibility of the Buyer, the Seller, or such third parties.

8.4. When verifying the compliance of documents submitted by the Registered Users with the requirements of the Rules and legal acts, the Auctioneer shall not be obliged to take any special measures to verify the identity of the person participating in the Auction and / or authenticity of submitted documents (e.g. make inquiries to competent authorities, signature authenticity, etc.) and shall not be liable for any consequences thereof in case the documents submitted by the Auction Winner (Buyer) are counterfeit or have other defects that during the evaluation could not be determined without special knowledge or means for the compliance with the requirements specified in the Rules. This clause shall not apply in cases where the relevant legislation is adopted, detailing and imposing appropriate obligations to the auctioneers, or otherwise agreed in writing with the Seller.

8.5. The Auctioneer shall not be responsible for any disruptions of the Platform that occur due to circumstances beyond the Auctioneer’s control. Each Registered User (Auction Participant) shall be responsible for the safe installation and use of the computer, software, or other equipment used to connect to the Platform, other internet connection or browser failures caused by the software used during the Electronic Auctions, and ensuring uninterrupted internet connection during registration and participation in the Auctions, storage and / or loss of login data and passwords to the Platform. In all cases, the Registered User (Auction Participant) shall be responsible for the protection of login data and passwords and the negative consequences related to its loss.

8.6. The Auctioneer shall not be liable for any damages or losses due to possible defects of the Auction Object, including but not limited to non-compliance of the Auction Object with construction, spatial planning, environmental protection and other legal acts, suitability for a particular purpose, lack of any mandatory permit, or non-compliance of the Auction Object with the expectations of the individual / Registered User intending to participate in the Auction (both disclosed and undisclosed) or information provided by any third party about the Auction Object.

8.7. The Auctioneer shall not be liable for any losses incurred by the Seller, the Registered Users, the Auction Participants, the Auction Winners, or the Buyers. The Auctioneer shall not be liable in any event for incidental, consequential, or indirect damages; as well as the loss of activities, income, goodwill, or expected savings resulting from the organization of the Auction or any breach or non-performance thereof, regardless of their materiality (including cases of negligence). In all cases, the liability of the Auctioneer is limited to direct damages.

8.8. Non-refund of the Participant’s Fee to the Auction Winner in the cases specified in the Rules shall in no way prevent the Seller / Auctioneer from claiming additional damages incurred by the Seller or the Auctioneer due to violation of these Rules, which are not covered by the Participant’s Fee paid by the Auction Winner.

Liability of persons intending to participate in the Auction

8.9. All information provided by the Seller or the Auctioneer concerning the Auction Object, including, but not limited to, photographs, plans, maps and other information or documents obtained from the Seller and / or state or municipal databases or public registers shall be deemed correct, however, the Auctioneer does not guarantee or otherwise confirm the accuracy, completeness and quality of the information provided, nor does undertake to update it and is not responsible thereof. All persons intending to participate in the Auction (Registered Users / Auction Participants) are responsible for checking the accuracy, completeness and relevance of the information. Neither the Seller nor the Auctioneer shall be responsible for the condition of the Auction Documents at the time of their receipt or for ensuring the receipt of the Auction Documents.

8.10. In cases when the Auction Object is a plot of land (or the plot of land is part of the Auction Object), the Auction Participant must additionally examine and assess all possible legal and economic risks related to such Auction Object (its part). When the Auction Object is a building, the Auction Participant must also examine all the information related to the land plot or its part occupied by the Auction Object, which is necessary for the Auction Object to be used for its intended purpose; if the Seller is not the owner of the land plot that contains the Auction Object, the land plot is not formed, the land plot lease agreement has not been concluded or in another situation, the Auction Participant must independently find out all information related to the use of the land plot, land plot rights, land plot formation and other information regarding the use of a land plot or a part thereof with the National Land Service under the Ministry of Agriculture or another competent authority.

8.11. All persons intending to participate in the Auction are recommended to personally perform an on-site inspection / review of the Auction Object and to independently check all the information they deem necessary, as specified in Clause 8.12 of these Rules. Such verification must be carried out no later than the end of the registration for the Auction, after notifying the Seller or the Auctioneer, who may, if possible, provide the information in his possession, but in no case is and will not be responsible for the accuracy and completeness of such information. The Auction Object is sold in the condition and legal status as is at the time of concluding the Sale-Purchase Agreement. The Seller and the Auctioneer did not provide, does not provide and will not provide any direct or indirect written or oral representations or warranties regarding the condition and quality of the Auction Object, including but not limited to the value, condition, compliance planning, other legal requirements or suitability for a certain purpose, guarantees regarding the development possibilities of the Auction Object, as well as no guarantees regarding the existence of engineering networks and any other communications, the possibility to install and / or connect to them, no other guarantees or statements other than statements and guarantees and documents and / or certificates that must be submitted under the applicable legal acts to conclude and notarize the Sale-Purchase Agreement.

8.12. All persons intending to participate in the Auction shall take full responsibility for:

8.12.1. performing independent legal, tax, environmental, technical, etc. inspections, reviews and evaluations of the Auction Object;

8.12.2. independent actual inspection of the Auction Object, condition, including but not limited to technical condition, quality, including, but not limited to, design, works, structure, equipment, engineering systems and networks, etc. quality, inspection, assessment of deficiencies / defects, assurance of the suitability of the Auction Object and compliance with their expectations / objectives, access to and inspection of the Auction Documents and all other possible inspections. The inspection of the Auction Object can be performed only with the prior agreement of the Auctioneer and the Seller. Persons intending to participate in the Auction should contact the Auctioneer regarding the inspection (time) of the Auction Object.

8.12.3. all publicly available information on the inspection of the Auction Object, including, but not limited to, data from public registers;

8.12.4. submitting inquiries to state institutions, officials and other entities regarding the information on the activities performed and potentially performed at the Auction Object, possible requirements for environmental protection, land use, construction and other legal acts and violations of any other laws, codes, rules, regulations, etc., claims and non-compliance;

8.12.5. information on fees payable for utilities and other services in respect of the Auction Object, other fees related to the Auction Object;

8.12.6. full compensation for damages if the requirements outlined in these Rules or legal acts are not met.

8.13. The Auctioneer shall not responsible for disruptions of internet, electronic communications or other disruptions due to which the Auction Documents were not received or received late. The Auction Participant is responsible for ensuring that the Auction Documents are sent and submitted to the Auctioneer promptly. The Registered User must independently assess the possible delays of service providers, internet connection and other disruptions, the duration of such services, etc.

8.14. Individuals who have signed an undertaking on the protection of Confidential Information are fully responsible for complying with the obligations set out therein and the consequences thereof. Violation of the confidentiality obligation set out in the Rules or the undertaking on the protection of the Confidential Information may provide respective sanctions (including, but not limited to, a fine, revocation of access to the Auction, etc.), as well as the conditions for indemnification of losses incurred by the Seller and / or Auctioneer thereunder.

8.15. A person participating in or planning to participate in the Auction undertakes to comply with the Law on the Prevention of Corruption of the Republic of Lithuania and other applicable provisions, not to offer, bribe the Auctioneer or Seller by money, gifts, not to provide any services or other remuneration for the concluded or non-concluded conditions related to favourable actions that could potentially impact the Auction’s results. When having information related to the pressure on the employees of the Auctioneer or the Seller, encouraging them to violate the legal acts or the Rules, the law enforcement authorities will be informed and the person will lose the right to participate in the Auctions in the future.

If you have any information about the illegal behaviour of the Auctioneer’s employees or the Seller or possible signs of corruption, please notify the Head of Compliance in the Baltics: z.gajin@newsec.lt

Liability of the Seller

8.16. In all cases, the Seller shall be responsible for the proper fulfilment of legal obligations. If the Auction Object to be sold belongs to several co-owners under the right of joint ownership, the Seller shall submit a written notice to the co-owners regarding the intention to sell a part of its real estate at the auction and specify the Auction conditions specified in Clause 3.3. The organization of the Auction does not in any way affect the co-owner's pre-emptive right to purchase the objects held under joint ownership.

8.17. These Rules do not grant the Auctioneer any right or basis to take over / execute and the Auctioneer is in no way responsible for the obligations of the Seller as to the owner of the real estate to be sold to the Buyer or the Buyer's obligations to the Seller with all resulting consequences unless otherwise provided by law.

9. FINAL PROVISIONS

9.1. After the end of the Auction and the conclusion of the Sale-Purchase Agreement, the essential information of the Auction that has taken place shall be published on the Website. Such disclosure is not a violation of Confidential Information and / or personal data protection.

9.2. Until the Sale-Purchase Agreement is concluded and the Seller's separate consent is obtained, the Auctioneer is not obliged to disclose any information related to the Auction to any third parties (including, but not limited to, the media or other state and local authorities), unless it is required by law and / or the Auctioneer believes that the disclosure of such information could be considered a breach of other obligations assumed by the Auctioneer and / or may have a negative impact on the conclusion of the Sale-Purchase Agreement and / or other related circumstances.

9.3. None of the persons participating in the Auction (hereinafter – Parties), as well as the Auctioneer and the Seller, shall be liable for non-performance or improper performance of their obligations under the Rules due to force majeure circumstances determined under applicable laws. The defaulting Party must notify the other Party of the occurrence of the circumstance specified in this clause and its impact on the fulfillment of the Auction / assumed obligations.

9.4. All disputes arising between the Registered User, the Auction Participant, the Buyer and the Seller regarding the Auction Object, payments or other sale conditions shall be settled directly between the Parties by way of negotiations and under the applicable legislation.

9.5. These Rules are published on the Website. These Rules may be amended at any time by publishing a new version thereof. Unless otherwise stated, the new version of the Rules shall enter into force on the day of its publication on the Website. The applicable law and the rules applicable to dispute resolution issues are set out in the Terms on Use of the Website.

9.6. If you want to inform us about the violation of the Rules, have any questions, claims or you need our help for interpretation or application of these rules, we kindly ask you to contact the Auctioneer by the following customer service contacts:

Contacts of the Auctioneer:

UAB "Newsec advisers LT"

Konstitucijos ave. 21C, Vilnius, LT-09306 the Republic of Lithuania

E-mail: aukcionai@newsec.lt

Telephone number: +370 5 252 6444