Online Auction Terms and Conditions 1. GENERAL A. The Seller wishes to sell certain assets by negotiated sale and/or public auction, and Auctioneer has agreed to conduct those sales on the terms and conditions set forth below. The Seller agrees to offer the Assets (as defined below) for sale at public online auction or by negotiated sale, subject to the terms and conditions set forth in this Agreement. B. This Agreement shall commence on the Effective Date and shall expire three months thereafter (the "Term") unless extended by mutual Agreement of the Seller and Auctioneer. C. Seller agrees to retain Auctioneer as its exclusive auctioneer in connection with the sale of the assets set forth on Exhibit A to this Agreement (the "Assets"). The parties may by mutual agreement amend Exhibit A. The Auctioneer shall be the exclusive auctioneer of the Assets in Exhibit A during the Term of this Agreement, provided however, that the Seller shall be free to sell unsold Assets on its own or through other third parties after the Term of this Agreement, and Auctioneer shall have no right to sell Assets or collect commissions for Assets not sold during the Term of this Agreement. 2. SELLER'S REPRESENTATIONS Seller hereby represents and warrants to Auctioneer as follows: A. Seller has full power and authority to execute this Agreement and to consummate the transactions contemplated by this Agreement, which is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms; B. Seller holds good and marketable title the Assets (and, up to the moment of sale provided for under this Agreement, will hold) with full right and authority to sell such Assets. C. The Assets are free and clear of all liens, claims and/or encumbrances or limitations of any nature. 3. AUCTIONEER'S REPRESENTATIONS Auctioneer hereby represents and warrants to Seller as follows: A. Auctioneer has full power and authority to execute this Agreement and to consummate the transactions contemplated by this Agreement, which is a valid and binding agreement of Auctioneer, enforceable against Auctioneer in accordance with its terms. B. Auctioneer's performance of its obligations under this Agreement shall be in full compliance with all laws and regulations of any relevant jurisdiction. 4. SELLER'S DUTIES During the Term of this Agreement, Seller may not withdraw, sell or otherwise dispose of any of the Assets except at the Sales. Prior to the Sales, Seller shall use commercially reasonable efforts to remove any known hazardous materials from the Assets, provided however, that Auctioneer acknowledges that trace amounts of hazardous materials may remain in the Assets despite Seller's efforts. 5. AUCTIONEER'S DUTIES A. Auctioneer shall arrange for, advertise, and conduct a public Negotiated Sale followed by an Auction of the Assets commencing on or about June 28, 2022 the Term of this Agreement. (collectively, the "Sales"). B. During the Term of this Agreement, any Assets not sold through Negotiated Sale will be consigned into one or more of Auctioneer's On-Line Auctions (collectively, the "Auction"). At all times, the Sales will be conducted exclusively over the internet at www.svdisposition.com (the "Website") and shall be advertised on the Website. With the Seller's prior written approval, Auctioneer shall have the right to issue publicity and advertising concerning the Assets and to use Seller's name in its advertising materials related to the Sales. C. All Assets in the Sales shall be sold to the highest bidder (subject only to the purchaser's timely payment in full and removal of purchased Assets and subject to a reserve price to be set in the Seller's sole discretion). In the event any Asset remains unsold for any reason at the conclusion of the Online Auction, Auctioneer shall have the option of including those Assets in a subsequent auction. Seller acknowledges and agrees that: (i) there is no guarantee that the Assets will be sold at the Auction, that any registered bidder will place a bid, that purchaser will perform its obligations or that Seller will receive any specific amount or sales price from the Auction or otherwise, and that Seller has not received from Auctioneer or any of its employees or agents, and is not relying on, any representations, warranties or guarantees as to the sale price from the Auction any such statements are opinions only and should not be construed promises or guarantees about the outcome of the Auction. Within 10 days of any completed Sale, Auctioneer will provide Seller with a statement listing the Assets sold and the purchase price of each sold Asset. 6. AUCTIONEER COMPENSATION A. Seller shall pay a commission at a rate of 7% on all amounts collected and paid to Seller for the gross sales price of Assets sold by Auctioneer at the Sales during the Term of this Agreement. B. Auctioneer will charge seller $15 per drive to wipe data from Assets, if applicable. C. Auctioneer shall charge each successful bidder its standard buyer's premium equal to 18% of the amount of the winning bid or negotiated sale price for each sold Asset (the "Buyer's Premium") for its own account as compensation for auction or negotiated sale services provided up to and including the actual Auction event. The Buyer's Premium shall be collected by Auctioneer directly from each purchaser in addition to the purchase price as bid for such Auction services and shall be deemed earned from purchaser upon such sale and collection of the Buyer's Premium from the Purchaser. Seller shall have no responsibility to collect the Buyer's Premium and shall have no liability whatsoever to the Auctioneer for the Buyer's Premium. Payment to the Auctioneer of such Buyer's Premium by the successful bidder is not dependent on any other service provided by the Auctioneer in connection with the Sales subsequent to the actual Auction event, if any. D. For purposes of this Agreement, 'gross proceeds' means all revenue from the sale of Assets pursuant to this Agreement, excluding (i) any sales taxes collected by Auctioneer, and (ii) any Buyer's Premium collected. E. Auctioneer shall earn no commission for Assets that are not sold. Other than the amounts earned under Section 6A and 6B above, Auctioneer shall earn no amounts for any efforts made to sell any unsold Assets. 7. TERMS OF SALE A. Seller and Auctioneer agree that each Asset listed on the attached Exhibit A will be offered for sale at the Auction or Negotiated Sale during the Term of this Agreement. Seller and Auctioneer agree that Auctioneer shall carry out the Auction sale in accordance with Auctioneer's usual practices and procedures. The lotting and grouping of the Assets sold and the order in which they will be sold shall mutually agreed by Auctioneer and Seller. Subject only to a reserve price to be set by the Seller, Auctioneer shall have absolute authority to regulate all aspects of the Auction bidding process, including but not limited to opening the bidding at any threshold amount and any subsequent bidding increments. B. Seller may not bid, or instruct, or permit any other person to bid on his/her/its behalf, for the Assets. C. To the fullest extent permitted by law, Auctioneer may enter bids by proxy on behalf of a purchaser, or for the sole purpose of protecting the interests of the Seller, to protect an asset for being sold below an agreed reserve price, or to create an active bidding environment. D. Auctioneer shall collect from the purchasers of the Assets, by cash or wire transfer, the gross proceeds, any applicable sales taxes and amounts due as Buyer's Premium and deposit such funds into a bank depository account maintained by the Auctioneer. All applicable sales taxes collected by Auctioneer shall be paid to the appropriate taxing authorities out of the account. Auctioneer shall indemnify and hold Seller harmless from claims related to any sales taxes collected by Auctioneer. Thereafter, within twenty (20) days after collecting payment from the purchaser for any Asset, Auctioneer shall issue a check from the account made payable to Seller, in the amount the gross proceeds minus the commissions of Section 6, which is stated as the commission rate in Section 6a, subject to open items or uncollected accounts, if any. Auctioneer shall state both in its advertising for the Negotiated Sale or Auction that all Assets are being sold "as is, where is and with all faults" and with any additional disclaimers of warranty, including disclaimers of the warranties of merchantability, non-infringement and fitness for a particular purpose (but excluding any in-place transferable maintenance agreements). E. Seller shall disconnect all utilities to each sold Asset, including electric, gas, waste and water lines, in a reasonable manner designed to protect the Asset and the Premises, at Seller's sole cost. Thereafter, the purchaser shall be solely responsible for rigging and shipping the sold Asset. Under no circumstances shall Auctioneer be responsible for anything associated with asset removal or disconnection, except that Auctioneer shall arrange a mutually agreeable time and place for the purchaser to remove each sold Asset from the Premises. F. The Auctioneer shall procure that purchasers of the Assets execute and be bound by the Terms and Conditions attached at Exhibit B. The purchaser shall have no right to remove Assets from the Premises or to enter the Premises to remove Assets until the Asset has been paid in full. 8. USE OF SELLER PREMISES A. For the purposes of this Agreement, the "Premises" shall mean any location or facility where any of the Assets are stored or to be sold, including but not limited to 150 Warrenville Road, Naperville, Illinois 60563. Seller authorizes Auctioneer and its representatives, at mutually agreeable times, to enter upon and use the Premises for the purposes of (i) preparing for Sales, (ii) otherwise exhibiting Assets to prospective purchasers, and (iv) for such other purposes as are reasonable and necessary to conduct Sales. Seller agrees that Auctioneer shall not be charged a fee for the use of the Premises. Seller further agrees that it shall furnish utilities to the Premises, at Seller's sole expense. B. Seller and Auctioneer each acknowledge and agree that Auctioneer has no interest of any kind or nature in the Premises, and that Auctioneer has no knowledge as to any previous use or occupancy of the Premises. Provided that Auctioneer has met its obligations under Section 7F, Seller acknowledges and agrees that Auctioneer shall not be responsible for damage or injury to the Premises resulting from or arising in connection with the sale or removal of the Assets, except to the extent that such damage or injury is caused by Auctioneer's negligence or willful misconduct. To the fullest extent permitted by applicable law, Auctioneer will release and defend, indemnify, and save harmless Seller and its employees, agents, directors, officers, and owners from and against all claims, losses, damages, and liabilities for injury or death to, or disease of, any employee, agent, or contractor of the Auctioneer, arising out of, or occasioned by, the acts or omissions of Auctioneer's employee, agents, or contractor in the removal of the Assets from the Premises. 9. UTILITY DISCONNECTION AND ASSET REMOVAL Seller acknowledges that with respect to any export transaction involving any of the Assets sold hereunder, and unless Seller and purchaser agree otherwise, Seller shall be the U.S. principal party in interest and exporter under the Foreign Trade Regulations, 15 C.F.R. Part 30 and Export Administration Regulations, 15 C.F.R. Parts 730-774. Accordingly, Seller authorizes Auctioneer to provide Seller's federal employer identification number ("EIN") to buyers, their agents, customs officials or similar parties for the purposes of completing a Shipper's Export Declaration form or any documentation necessary to facilitate the respective purchaser's export of the purchased Assets. 10. RISK OF LOSS All risk of loss or damage to the sold Assets shall remain with the Seller until such time as the payment is received by the Auctioneer for the Assets. Auctioneer shall not be responsible for any damages to or loss of the sold Assets, unless caused by its negligence or willful misconduct. 11. INDEMNIFICATION Seller hereby agrees to indemnify, defend, and save harmless Auctioneer against all suits, actions, costs, or charges whatsoever arising from or relating to any breach of the Seller's representations and warranties of Section 2. Auctioneer hereby agrees to indemnify, defend, and save harmless Seller against all suits, actions, costs, or charges whatsoever arising from or relating to any breach of the Auctioneer's representations and warranties of Section 3. 12. LIMITATION OF LIABILITY Except for Auctioneer's obligations under Section 7F and Section 8B, each Party's maximum liability for the breach of any obligation in connection with this Agreement or the Sales, and for any and all damages, losses or claims of any type or nature (whether in contract, tort or otherwise) sustained or claimed by the other Party or any other person or entity in connection with this Agreement or the Sales, shall be limited to the amounts actually received by Auctioneer as compensation under this Agreement. In no event will either party be liable for loss of profits or any special, punitive, incidental, or consequential damages, however caused, even if the party has been advised of the possibility of such damages. 13. TERINATION AND EXPIRATION. A. In the event of a material breach of this Agreement by either party, the non-breaching party may provide the breaching party a written notice of such breach, and if the breaching party fails to cure the breach within thirty (30) days after receipt of such notice, the non-breaching party may immediately terminate this Agreement by giving written notice of such termination to the breaching party,. B. Upon any termination or expiration of this Agreement, the Auctioneer's right to sell Assets shall terminate immediately. The Auctioneer shall have the right to collect Commissions in accordance with Section 6A and fees in accordance with Section 6B for any Assets that the Auctioneer sold prior to such termination or expiration. Termination or expiration of this Agreement shall not relieve either party of any obligation or liability arising from acts or omissions committed prior to the effective date of such termination or expiration. C. Sections 7D, 7F, 8-10, 13-18, and 21 shall survive any termination or expiration of this Agreement. 14. INDEPENDENT PARTIES Auctioneer and Seller are independent parties. This Agreement shall not be construed (i) to create a partnership or joint venture between Seller and Auctioneer, or (ii) to imply that Auctioneer is buying any assets of, or any interest in, Seller. 15. GOVERNING LAW; JURISDICTION This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of Illinois, without regard to choice of law principles. Each party consents to jurisdiction for any action or proceeding arising under this Agreement, and venue in any such action will lie in DuPage County, Illinois, or the Northern District of Illinois. If any action at law or in equity is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the other party. 16. SEVERABILITY The provisions of this Agreement shall be severable. Should any part, term or provision of this Agreement be construed by any court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, the legality, validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby 17. CONFIDENTIALITY. The terms and conditions of this Agreement shall be treated by the parties as confidential and neither party shall reveal or otherwise disclose such terms and conditions to third parties for a period of five years from the Effective Date, except that a party may disclosure the terms and conditions to its legal counsel at the choosing of such party. 18. WAIVER AND AMENDMENT. No waiver by either Party of one or more defaults by the other Party in the performance of any provisions of this Agreement will operate or be construed as a waiver of any other or further default or defaults, whether of a like or different character. All waivers hereunder must be made in writing by a duly authorized representative of the party making the waiver. All amendments made hereunder must in writing and executed by a duly authorized representative of each party. 19. ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. 20. COMPLETE AGREEMENT This agreement constitutes the entire understanding between the parties and replaces any and all prior agreements related to the Sales. This Agreement may not be modified or amended except in writing signed by both parties. 21. COUNTERPARTS AND EXECUTION Signatures sent by fax machine or electronic means shall be deemed original signatures of the parties, and this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. 22. TECHNOLOGY DISCLAIMER: AUCTIONEER DOES NOT WARRANT THAT THE FUNCTIONS, FEATURES OR CONTENT CONTAINED IN ITS WEBSITE, INCLUDING ANY THIRD-PARTY SOFTWARE, PRODUCTS OR OTHER MATERIALS USED IN CONNECTION WITH THE WEBSITE, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. 23. NOTICES All notices and demands hereunder shall be in writing and shall be served to the address of the receiving party set forth in this Agreement (or at such different address as may be designated by such party by written notice to the other party). All notices or demands shall be delivered by personal service, certified or registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed complete upon receipt. 24. FORCE MAJEURE Neither party shall be responsible for delays resulting from unforeseeable circumstances reasonably beyond their control, including acts of God, strikes, walkouts, riots, acts of war, epidemics, governmental regulation, power failures, earthquakes, or other disasters. The party claiming the benefit of this section shall provide prompt written notice to the other party of the circumstances causing the delay. In the event the circumstances continue for thirty (30) days or more, either party may terminate this Agreement by giving written notice to the other party. IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto by their duly authorized officers as of the date first above written. 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