Auction Consignment Agreement

This Consignment Agreement (the "Agreement") is by and between you and IronPlanet.com, Inc., a Delaware corporation ("IronPlanet" or "we") in which you authorize and instruct IronPlanet to sell certain equipment or other items (collectively "Equipment") set forth below through the IronPlanet web site currently located at http://www.ironplanet.com (the "IronPlanet Site" or "Site" or "Service").

In consideration of the mutual promises and covenants, you agree to abide by the following terms and conditions:

1. Equipment Listing and Consignment Period. If you desire to use the Site or Service to sell a piece of Equipment, you must provide certain information related to the Equipment during the Equipment Listing process.  You agree that during the period commencing at the time of the Equipment Listing and until (i) such Equipment is sold on the IronPlanet Site or (ii) you withdraw the Equipment from the IronPlanet Site (the "Consignment Period") the IronPlanet Site will be the exclusive listing for such sale.  You agree to remove any listings of such Equipment from other auctions and any other public sources during the Consignment Period.

2. Featured Auctions. If you list your Equipment in a Featured Auction, you agree to the following terms and conditions:

• For each piece of Equipment you list on the Site in a Featured Auction, you agree to pay to IronPlanet the appropriate listing fee ("Listing Fee") which is set forth on the IronPlanet Site.  IronPlanet will charge you the listing fee at the time that the equipment sells and the fee will automatically be deducted from the total sales proceeds due to you
  
• IronPlanet sets the Opening Bid for the Equipment
  
• IronPlanet schedules the auction opening and closing time for the Equipment
  
• You acknowledge and agree that you are extending an irrevocable offer to sell the Equipment to the highest bidder who meets or exceeds the Opening Bid. You may not set a Reserve Price for your Equipment..
  
• If the Equipment is sold during the auction on the IronPlanet Site, you agree to pay IronPlanet a commission fee ("Commission Fee") which is set forth on the IronPlanet Site and which will be automatically deducted from the total sales proceeds remitted to you
  
• If the equipment is not sold, you may re-list the Equipment in any IronPlanet auction or withdraw your Equipment with no penalty and end the Consignment Period
  
• If you choose to cancel the auction and withdraw the Equipment prior to the auction closing time, you agree to pay IronPlanet a removal penalty ("Removal Penalty Prior to Featured Auction Close")which is set forth on the IronPlanet Site
  
• If, for any reason, after IronPlanet has notified you of receipt of full payment from the Buyer and at least one (1) business day after the auction has closed, you either do not have the equipment in a "ready" condition for transport or delay the release of your equipment to the Buyer, you agree to pay IronPlanet a delay penalty ("Post-Auction Delay Penalty") which is set forth on the IronPlanet Site.
  
• If, for any reason you fail to release the Equipment to the Buyer after an IronPlanet auction has closed with at least one bid at or above the Opening Bid, you agree to pay IronPlanet a delay penalty ("Post-Auction Delay Penalty") which is set forth on the IronPlanet Site. In addition, you will be barred from further use of the IronPlanet Site.
  
• If your equipment is sold during auction and the transaction closes satisfactorily any monies due to the seller shall be disbursed within 12 days after the date of sale.

3. Owner Auctions. If you list your Equipment in an Owner Auction, you agree to the following terms and conditions:

• For each piece of Equipment you list on the Site in an Owner Auction, you agree to pay to IronPlanet the appropriate listing fee ("Listing Fee") which is set forth on the IronPlanet Site (in addition to any applicable taxes).  You must pay this non-refundable listing fee prior to first Owner Auctionperiod for your Equipment.
  
• IronPlanet sets the Opening Bid for the Equipment.
  
• You have the option of scheduling the auction opening and closing time for your Equipment.  All auctions will be scheduled to run for 14 consecutive days, unless the auction closing time falls on the day of an IronPlanet Featured Auction, in which case the auction will be scheduled to run for 15 consecutive days.
  
• If you set a Reserve Price for your Equipment, you acknowledge and agree that you are extending an irrevocable offer to sell the Equipment to the highest bidder who meets or exceeds your Reserve Price.  In addition, by setting a Reserve Price, you must pay IronPlanet a non-refundable reserve fee ("Reserve Price Fee") prior to each and every Owner Auction period for your Equipment.
  
• If you do not set a Reserve Price, you acknowledge and agree that you are extending an irrevocable offer to sell the Equipment to the highest bidder who meets or exceeds the Opening Bid.
  
• If you set a Reserve Price for your Equipment, you will have the option of lowering your Reserve Price once during an auction.
  
• You may NOT add a Reserve Price after the time of Equipment Listing.
  
• If the Equipment receives bids which do not meet or exceed your Reserve Price, for a period of seven days following the auction close you will have the option of extending an irrevocable offer to sell your Equipment to the highest bidder at a price equal to his or her maximum bid amount.  If you extend such an offer ("Second Chance Offer"), the highest bidder will have two business days in which to accept your offer.
  
• If the Equipment is sold during the auction period or the Second Chance Offer process, you agree to pay IronPlanet a commission fee ("Commission Fee") which is set forth on the IronPlanet Site and which will be automatically deducted from the total sales proceeds remitted to you.
  
• If the Equipment is not sold in an Owner Auction, you may re-list your Equipment in any IronPlanet auction or withdraw your Equipment with no penalty and end the Consignment Period.
  
• If you choose to cancel the auction and withdraw the Equipment prior to the auction closing time, you agree to pay IronPlanet a removal penalty ("Removal Penalty Prior to Owner Auction Close") which is set forth on the IronPlanet Site.
  
• Once your Reserve Price, if any, is met you may not withdraw the Equipment prior to the auction close and are obligated to sell the Equipment to the highest bidder.
  
• If, for any reason, after IronPlanet has notified you of receipt of full payment from the Buyer and at least one (1) business day after the auction has closed, you either do not have the equipment in a "ready" condition for transport or delay the release of your equipment to the Buyer, you agree to pay IronPlanet a delay penalty ("Post-Auction Delay Penalty") which is set forth on the IronPlanet Site.
  
• If, for any reason you fail to release the Equipment to the Buyer after an IronPlanet auction has closed with at least one bid at or above your Reserve Price, or if you extend a Second Chance Offer that is accepted by the highest bidder, you agree to pay IronPlanet a Default Penalty ("Seller Default Penalty") which is set forth on the IronPlanet Site.  In addition, you will be barred from further use of the IronPlanet Site.

4. Equipment Inspections. You have the option of having a piece of Equipment inspected by IronPlanet prior to being listed for auction on the Site.  All inspection services rendered by IronPlanet shall be subject to the Inspection Terms and Conditions.  IronPlanet agrees to produce an inspection report ("Inspection Report") for each piece of Equipment, which will include photographs of the Equipment.  The data and information from the Inspection Report will be included in the detailed listings of the Equipment ("Listing Details") on the Site.

5. Inspection Process. If you choose to have your Equipment inspected, you agree to allow IronPlanet to inspect the Equipment at a time and location to be determined by IronPlanet and you.  You may be required to provide certain support functions to IronPlanet during the inspection of the Equipment including without limitation providing an Equipment operator and supplying proper safety equipment and procedures for IronPlanet to inspect the Equipment.

6. Inspection Report. The Inspection Report is the sole and exclusive property of IronPlanet.  You cannot use the Inspection Report for any purpose other than for using the Services provided by IronPlanet on the Site.  The Inspection Report may not be displayed, published, sold, reproduced, disseminated or otherwise used by you except as expressly provided in this Agreement without the prior written approval from IronPlanet.

7. Right to Refuse Inspection. IronPlanet reserves the right to refuse to inspect any piece of Equipment being registered for listing on the Site.

8. Uninspected Equipment. If you choose not to have your Equipment inspected, you will be responsible for the provision and content of all descriptions and photos of your equipment.  In addition, you will be required to field questions by email from interested potential buyers.  IronPlanet will not list for auction uninspected equipment located outside the United States or Canada.  In addition, IronPlanet reserves the right to refuse to list for auction any piece of uninspected Equipment.

9. Listing Details Content. The information you provide during the Equipment Listing process, combined with the Inspection Report (if you choose to have your Equipment inspected), will constitute the Listing Details for the Equipment.  The Listing Details may only include text descriptions, maintenance records, graphics and pictures supplied to IronPlanet by you or from the Inspection Report that describe the Equipment.  The Listing Details may not be used as a means of communication with one or more other users and may not be used to advertise or romote your other goods or services generally.  You will not link directly to, or include descriptions of, other items you have for sale.

10. Restrictions of Use. From the time of Equipment Listing and until the buyer removes the Equipment from your location (or you withdraw the Equipment from the IronPlanet Site), you may not operate, lease, rent, modify, use or allow the Equipment to be altered in any way which might affect the accuracy of the Listing Details (including without limitation the Inspection Report).  If you fail to comply with this restriction, you will incur penalties, which are set forth on the IronPlanet Site.  If, prior to the Equipment being sold in any IronPlanet auction, IronPlanet discovers that the equipment has been altered, you agree to pay to IronPlanet the appropriate removal penalty:  Removal Penalty Prior to Featured Auction Close or Removal Penalty Prior to Owner Auction close.  If IronPlanet discovers that you have violated this section after the equipment has been sold in any IronPlanet auction, you agree to pay to IronPlanet an unauthorized equipment use penalty ("Unauthorized Equipment Use Penalty"), title and/or ownership will not transfer to the buyer and you shall not receive any of the proceeds associated with the sale.

11. Changes to Listing Details. If at any time prior to auction the Equipment is altered or modified in any way which might affect the accuracy of the Listing Details (including without limitation the Inspection Report), in order to proceed with an auction you will incur penalties, which are set forth on the IronPlanet Site.  If the Equipment is inspected, you must have the Equipment reinspected and pay IronPlanet a reinspection fee ("Reinspection Fee ").  If the Equipment is not inspected, you must re-supply the Listing Details to IronPlanet and pay IronPlanet a second Listing Fee.

12. Post Sale Reinspection. IronPlanet reserves the right to reinspect any Equipment after the auction period ends at no additional cost to you.

13. No Price Manipulation. You may not manipulate the price of listed Equipment by any means, including but not limited to using secondary accounts, colluding with third parties or bidding on your own Equipment.  You may not use an alias to place bids on any Equipment you are selling, either directly or indirectly, for any reason.  If you fail to comply with this restriction, IronPlanet will withdraw the Equipment from auction and you will be barred from future use of the IronPlanet Site.

14. Seller Options after Buyer Default. If the winning bidder does not make payments in accordance with the payment schedule set forth in the Terms and Conditions, the winning bidder is considered in default.  As the seller of any piece of Equipment subject to buyer default, you may elect any one of the following options after IronPlanet notifies you of such buyer default.

• Offer Equipment to Second Highest Bidder at Second Highest Bid Price
  If there was more than one bidder for the defaulted Equipment, you may elect to offer the Equipment to the second highest bidder in the auction at the maximum bid amount entered by the second highest bidder.  The second highest bidder will have two (2) business days to decide whether to accept the winner's position for the auction.  If the second highest bidder accepts the winner's position, your Equipment will be sold and you will receive proceeds based on that second bidder's highest bid, less any applicable commissions and fees.
• Re-list the Equipment for Subsequent Auction
  You may elect to list the Equipment in one subsequent IronPlanet auction within the next thirty (30) days without incurring an additional Listing Fee.  All other terms and conditions of this Agreement continue to be enforced for any such re-listing in a subsequent auction.
• Withdraw the Equipment from Auction
  You may elect, without penalty, to withdraw the Equipment from auction and you will not be responsible for payment to IronPlanet of any unpaid Listing Fee.

15. Listing Conduct. Whenever you list Equipment for sale, you are certifying that (i) you have the legal right in your jurisdiction to sell such Equipment; (ii) the sale of such Equipment is not subject to any United States or United Nations embargo or banned by any United Nations resolutions; and (iii) you have disclosed all restrictions, laws or regulations regarding the sale of such Equipment.

16. Prohibited Items. You may not list goods the possession or use of which is illegal. IronPlanet reserves the right, in its sole discretion, to refuse to list any piece of Equipment at any time.  IronPlanet reserves the right, in its sole discretion, to withdraw any listing from the Site or cancel any transaction that it deems to be suspicious or fraudulent in nature.  IronPlanet will cooperate with authorities to prosecute to the fullest extent of the law any Seller engaged in fraudulent activities while selling Equipment using our marketplace Service.

17. Warranties. As a seller, you represent and warrant that: (1) the Equipment is in a safe condition and free of hazardous materials; (2) all Listing Details you provide and all answers to questions from IronPlanet shall be truthful, accurate and complete, and shall accurately represent the conditions of the Equipment until removed from your location by the buyer;  (3) no Equipment you list on the Site shall be fraudulent, stolen or counterfeit;  (4) the Equipment is in compliance with applicable US EPA or OSHA requirements;  (5) and you have the right, through actual ownership (lien-free) or otherwise, to list the Equipment for sale on the Site and to sell the Equipment through the Service.  You shall be liable for any errors or omissions in the Listing Details provided or omitted by you.  Any brand name or other indication of origin or manufacture included with the Listing Details must be completely accurate and not capable of misleading any purchaser.  You agree to indemnify and save harmless IronPlanet against all such claims arising from, but not limited to, the seller warranties listed above.  In addition, if a buyer takes legal action against you arising from, but not limited to, the seller warranties listed above, IronPlanet will support such action by providing the buyer with any relevant documentation.

18. Delivery of Title and Other Documentation for Department of Motor Vehicle On-Road Registration.  Prior to the auction period, you shall deliver to IronPlanet documents evidencing your title to the Equipment, including the original Department of Motor Vehicle title, manufactures certificate of origin and any and all other documents required to transfer title of the Equipment to any buyer, where ownership of the Equipment or any part thereof is capable of being or required to be registered.  Prior to delivery to IronPlanet, you shall properly endorse these titles and documents either by your signature or a Power of Attorney as necessary to permit any buyer to register ownership of the Equipment.  In addition, any item for which ownership of the Equipment or any part thereof is capable of being or required to be registered, will be subject to a title fee ("On-Road Title Transfer Processing Fee") which is set forth on the IronPlanet Site.

19. Ownership Certification. As the Seller of Equipment, you represent and warrant to IronPlanet and the buyer that you are the lawful owner of such Equipment and ensure that such Equipment is free and clear of all liens and encumbrances.  You also represent and warrant to IronPlanet and the buyer that you have good right to sell the same and that good and marketable title to such Equipment will, at such time the Equipment is sold, be conveyed to such buyer free and clear of all liens including without limitation any tax liens, encumbrances and adverse claims.  You covenant that you will, at all times at your own cost and expense, warrant and defend such title to such Equipment on behalf of such buyer, its successors and assigns, against the claims and demands of all persons whomsoever.  You will cause to be promptly and duly taken, executed, acknowledged or delivered all such further acts, conveyances, documents and assurances as the buyer may reasonably request in order to evidence and confirm such title and its conveyance.

20. Ownership Verification and Lien Searches. IronPlanet in its sole discretion may carry out title and lien searches to investigate the existence of filed UCC financing statements on the Equipment at your expense, but in no case shall IronPlanet have a duty to conduct, nor be responsible for the results of, any such title or lien search.  If IronPlanet carries out such a search, you agree to pay to IronPlanet a lien search fee ("Ownership Verification and Lien Search Fee") which is set forth on the IronPlanet Site.