SELLER AGREEMENT

This Agreement spells out the terms and conditions required of EX FACTORYAuctions "My Machinery Auction" (as “MMA") and the Seller (as “Seller”) to facilitate the Auction Sale of Seller's Asset (as "Asset"). As much as the Seller remains the owner of such Asset, s/he herewith consigns it to MMA for a specific time period and for the purpose of the Online Auction Sale.

All persons electing to utilize the MMA services through MMA's Website acknowledge and agree that Seller's use of such services shall legally bind the Seller and MMA by the Terms set forth below.

• MMA shall provide online auction services for Seller's Asset ("Asset") as entered online by Seller through the "My Machinery Auction" web-based application.
• In consideration for providing said auction services, MMA shall retain …10% of the final bid price for the Seller's/Consignor’s Asset in auction.
• MMA may, at its discretion, require and make changes to the Asset listing before it is published to the live online auction to improve the presentation of the listing, maintain the integrity and quality standard of the Auctions that it conducts.
• The Parties agree that the Seller's Asset shall not be sold at a selling price less than the applicable reserve price listed through MMA, unless the Parties have agreed otherwise in writing.
• Seller agrees and understands that MMA will charge a buyer’s premium to the Purchaser (Winning Bidder) of Seller's Asset.

1. Engagement of MMA. Seller hereby engages MMA to conduct an online auction "offering & sale" through MMA's Website for the purpose of selling the Asset; Seller has title to and/or is legally entitled to sell. Upon request from MMA or Purchaser, Seller shall produce legal documentation confirming Seller's legal right to sell the Asset listed in "Paragraph 1" in the "General Terms & Conditions" section above.
2. Asset Representation. In the event of any breach of Asset representation, warranty or covenant of Seller hereunder, MMA shall have the right to withdraw the Asset from the Auction and/or deduct from and set off against the proceeds of other Seller Assets the amount of any liability, damage or expense incurred by MMA as a result of such breach, including reasonable attorney's fees.
3. Reserves. Reserve prices are the minimum amount an Asset will be sold for by MMA at Auction. Seller is in agreement to have MMA sell the Asset through their Online Auction service as long as the winning bid equals or exceeds the Reserve amount. - In case of a "No Reserve", MMA has the right to accept any winning bid of at least $ 1.00.
4. Timing of Auction. The Online Auction shall end and close on the Auction closing date determined by MMA; Seller will be notified of the Online Auction closing date as soon as the Asset is published for sale on the Auction website.
5. Auction Period. Seller grants MMA the exclusive right to Online Auction and/or sell the Seller's Asset for a specific time period from the date the Seller submits his Asset until (14) days after the auction closing date.
6. Bidder Communication. MMA will refrain from communicating with Bidder(s) during the Online Auction. Any Bidder's question as to the Asset being sold in the Online Auction will be directed to the Seller. Seller agrees to promptly respond and answer Bidder questions to the best of his knowledge, while Seller will be aware of how he potentially could influence wrongfully a Bidder in establishing a value for his bids.
7. Seller Bidding Prohibited. Seller acknowledges and agrees that Seller WILL NOT participate as a bidder or cause or permit any employee, agent, assignee, or partner to bid on and/or purchase the Seller Asset.
8. Proceeds of Auction of Consignor Asset. The proceeds of the Seller Asset sold at Auction shall be forwarded to Seller within (5) business days of receipt from Buyer with the appropriate deductions set forth herein. Seller shall release the Asset upon MMA notifying Seller of payment receipt.
9. Unsold Asset. MMA makes no guarantees that the Asset as described in this agreement will be sold and, therefore, will not be held responsible for any monetary losses incurred.
10. MMA Fee. For services rendered to Seller, MMA shall retain 10% (the "Seller Fee") of the received amount for the Seller Asset sold in the Online Auction. For example, if the Asset sells with a high bid of $ 1,000, MMA shall retain $ 100 and will pay $ 900 to the Seller. MMA may, at its sole discretion and without notice to or the consent of the Seller, reduce the MMA Fee if MMA deems it appropriate to facilitate a sale.
11. Buyer's Premium. MMA may charge the winning bid purchaser whose bid is accepted by MMA (collectively referred to as the "Purchaser"), a "Buyer's Premium."
12. "AS IS, WHERE IS" Warranty. THE CONSIGNED ASSET REFERRED TO IN THIS AGREEMENT IS OFFERED AND SOLD ON AN “AS IS, WHERE IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. MMA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.
13. Indemnification. Seller and MMA hereby indemnify each other and agree to defend and to hold each other harmless from and against any and all claims, notices, demands, suits, actions, proceedings, costs and/or expenses (including reasonable attorneys' fees and expenses) arising from or out of or related to any breach of its covenants, representations and warranties contained herein or arising from its actions hereunder. Seller shall defend, indemnify and hold MMA harmless from and against all claims and liabilities relating to the condition of, removal of or use of the Seller Asset purchased or failure of the Purchaser or a third party to follow instructions, warnings or recommendations of the manufacturer of the Seller Asset or to comply with federal, state and local laws applicable to such asset including OSHA requirements, and Environmental Protection Agency requirements or for proximate or consequential damages, and costs or legal expenses resulting therefrom.
14. Controlling Law; Jurisdiction. This Agreement is made under, and shall be construed and enforced in accordance with, the laws of the State of North Carolina applicable to agreements made and to be performed solely therein, without giving effect to principles of conflicts of law. Any action, claim, proceeding, or suit against any of the Parties relating in any way to this Agreement or the subject matter at hand shall be brought and enforced exclusively in the federal or state courts located in Mecklenburg County, NC.