Surplus to the Continuing Operation of Gearbox Holdings

Payment Due Date: Invoices must be paid in full within the time frame specified by the Auctionneer and before removal of any of the assets of the sale unless otherwise specified. No assets will be released until invoices are paid. ​ Accepted Payment Forms: All deposits and balances due shall be payable to the order of HYPERAMS, LLC. Acceptable forms of payment include wire transfer, company check with a bank letter of guarantee, cashier's check, cash. All sales are in U.S. Dollars. HYPERAMS does not accept credit cards. ​ Business/company checks will not be accepted without a letter of verification from your bank similar to the example illustrated below: ​ (Bank Name) unconditionally guarantees payment to HYPERAMS, LLC from (Company Name) up to the amount of __________. This guarantee will be valid for purchases made at the auction of (Auction Name) on (Auction Date). ​ Buyer's Premium: HYPERAMS and its partners impose a buyer's premium on any goods sold to help defray auction expenses. The buyer's premium is a reflected as a percentage that is added to the final purchase price of any item. ​ WEBCAST BUYERS: 18% BP for buyers paying via Cash, Cashiers Check, Company Check or Wire Transfer will apply to your purchase (Example: a $100 purchase would total $118 with BP) Final Sale Notice: All assets are being sold “AS IS, WHERE IS” and buyers acknowledges they have inspected all assets prior to bidding. While all care was taken in gathering information on the equipment that is for sale, HYPERAMS or its partners will not be held responsible for the correctness of the descriptions. As such, HYPERAMS and its partners recommend buyers, if able, to inspect items before purchasing. All persons are inspecting, bidding and removing assets at their own risk and liability without recourse on HYPERAMS or its partners. ​ Sales Tax: Buyers must pay all sales, export, use and other taxes due to any federal, state or local taxing authority on their purchase. To receive the benefit of any tax exemption, the buyer must supply the auctioneer with a sales tax exemption certificate.

Removal and Shipping Responsibility: The Buyer is solely responsible to provide any personnel, equipment, or material needed to pick up purchases and shall assume all responsibility for the removal of any item purchased at the sale. The Buyer is required to remove items within the stated time frame on their invoice unless prior arrangements have been made in writing and approved by the Auctioneer. ​ Insurance Certificates: Buyers may remove assets themselves or hire any rigger company that they so choose. Buyers, or their riggers, must provide the Auctioneer and the owner of the premises of the sale a certificate of insurance in amounts acceptable to the Auctioneer prior to removal of any Lot. On small lots which are considered "hand carry," no insurance is needed. ​ Removal Dates: See Bidspotter for Removal Dates. Items will be considered abandoned, and buyer shall lose all rights to said equipment without recourse or refund due from the Auctioneer after the removal deadline. Riggers: HYPERAMS will provide a list of local rigging companies that have expressed interest in assisting with removals for this auction on Bidspotter. The list is a courtesy only; buyers may choose to pick up lots themselves or hire the rigging company of their choice with proper insurance certificate (see above regarding insurance certificates).

1. IDENTIFICATION: All purchasers are required to register and give their full name and address. All perspective international webcast bidders must post a 10% deposit of approximate planned spending budget or minimum of $5,000.00 to be approved. No exceptions will be made. The auctioneer may require a deposit from any bidder prior to approval to bid. 2. Buyer is responsible for any applicable Sales and Use Taxes and will supply the Auctioneer or Seller with documentation and proof that is acceptable to the State in which assets are located as satisfactory to the Auctioneer. Should the State reject such documentation buyer will make the payment of said taxes immediately and agrees to defend Company/Seller from all tax claims. In any case the sales tax liability remains the sole obligation of the purchaser purchases without proof of exemption, sales tax at the applicable rate will be added to the purchase price plus the buyer’s premium and remitted to the Auction Company. 3. A Buyer’s Premium (15% ON SITE,18% ONLINE) of the bid price will be added to the price of each item purchased to arrive at the total purchase price. 4. The Auctioneer reserves the right to group, reduce, add or delete lots. The Auctioneer reserves the right to bid on behalf of the owner. 5. REMOVAL: Buyer is solely responsible to provide any personnel, equipment or material needed to pick up purchases and shall assume all responsibility for the removal of any item purchased at the sale. Buyer is required to remove within the stated time frame which is on the invoice unless prior arrangements have been made in writing and approved by the Auctioneer. All purchases must be removed in their entirety. Items will be considered abandoned, and buyer shall lose all rights to said equipment without recourse or refund due from Auctionneer after the removal deadline. 6. Although information has been obtained from sources deemed reliable, the Auctioneer makes no warranty or guarantee, expressed or implied, as to the accuracy of the information herein contained or the fitness for duty of any of the assets. All assets are being sold “AS IS, WHERE IS, NO EXCEPTIONS”. 7. If for any reason an item shall become non-deliverable, the Auctioneer shall not, in any event, be liable for non-delivery, or for any other matter or thing, to any Buyer of any lot, other than for the return to the Buyer monies paid to the Auctioneer for said lot, should the Buyer be entitled thereto. No adjustments will be made after the assets are removed from the sale site. 8. PAYMENT: Invoices must be paid in full by close of business of the date listed on invoice. A buyer’s premium (15% on site,18% online) will be applied to all invoiced sales and sales tax will apply without appropriate proof of exemption. Business checks will not be accepted without a letter of verification from your bank similar to below: (Your Bank Name) unconditionally guarantees payment to HYPERAMS, LLC from (Your Company Name) up to the amount of __________. This guarantee will be valid for purchases made at the auction of (Auction Name) on (Auction Date). NO ASSETS WILL BE RELEASED UNTIL INVOICE IS FULLY PAID. 9. MANNER OF PAYMENT: All deposits and balances due shall be payable to the order of HYPERAMS, LLC. All payments must be made by Cash, Cashier`s Check, Wire Transfer or Company Check with Bank Letter of Guarantee. The full purchase price on all lots sold to the same buyer must be paid in full by the date listed on invoice and before removal of any of the assets. 10. All assets are being sold “AS IS, WHERE IS” and buyer acknowledges they have inspected all assets prior to bidding. While all care was taken in gathering information on the equipment that is for sale, the Auctioneer will not be held responsible for the correctness of the descriptions. INSPECT BEFORE YOU BUY! 11. All persons are inspecting, bidding and removing assets at their own risk and liability without recourse on the Auctioneer. Further the undersigned and their employees or agents agree to hold the Auctioneer and their agents and employees harmless from all claims of any kind or type. 12. All sales are in US Dollars. 13. By agreeing to these terms and conditions you signify that you have the authority and you are binding your company, yourself (as an individual and/or employee) and any agents or persons who conduct business using your buyers number and/or under your employment or control. This includes liability as to payment and all disclaimers. 14. Buyer hereby agrees to defend, indemnify and hold harmless the Auctioneer, their directors, officers, employees and other agent representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, penalties, obligations and expenses, including attorney’s fees, incurred or suffered by such person arising from, by reason of, or in connection with any loss, damage or injury to person or property arising from, by reason of or in connection with the assets sold hereunder. 15. Any controversy or claim arising out of or related to this Agreement, or any alleged breach of the terms hereof, shall be settled by arbitration in accordance with the rules, procedures, and regulations promulgated by the American Arbitration Association (“Arbitration Proceeding”). The arbitration hearing shall be held in the State of Illinois. The Parties hereby agree that the award rendered by the person conducting the Arbitration Proceeding (“Arbitrator”) shall be final and nonappealable, and judgment may be entered upon the award in any court of competent jurisdiction. The Arbitrator shall not have the authority to award punitive damages against either Party. The Party who files notice of demand for an Arbitration Proceeding (“Initiator”) must assert in such demand all claims then known to the Initiator against the other Party (“Respondent”), and the Initiator may amend its demands and claims only with the consent of the Arbitrator. 16. Backup Bidder: If a winner at the auction does not meet obligations to pay for the lot purchased, the next highest bidder will be considered the winning bidder and will be required to close on such purchase within the terms and conditions herein. 17. ADDITIONAL TERMS AND CONDITIONS: The Auctioneer may add other terms and conditions of sale, such additional terms and conditions to be posted online prior to the auction. 18. All online bids are considered offers until the Auctioneer sends out the invoices for the auction, at which time the sale is final. Auctioneer reserve the right to, (1) cancel, suspend, extend or reschedule the sale of an individual lot, auction and/or auction event, (2) make changes to the auction’s closing, inspection, or removal times, or (3) take any other action the Auctioneer deems necessary to affect the fair conduct of this sale/auction. It is recommended that you check your emails often during the auction for updates and/or changes to the auction process.