Terms & Conditions BUYERS BINDING CONTRACT BUYER ACCEPTS AND AGREES TO COMPLY WITH THE FOLLOWING TERMS AND CONDITIONS. DEFINITIONS. The following capitalized terms shall have the following meanings for purposes of this Brayton Point Sale Terms & Conditions (the “Agreement”): BUYER PREMIUM (if applicable) is defined as a percentage of the Lot Price that is added to the Final Price. FINAL PRICE is defined as the amount Buyer must pay to BRAYTON POINT LLC for the Lot(s) Buyer has agreed to purchase. Final Price shall include the Lot Price for each Lot Buyer has agreed to purchase plus the Buyer Premium and any applicable Sales Tax. INVOICE is a written document indicating the Lot(s) purchased by Buyer, the Lot Price, Buyer Premium, Sales Tax, Final Price, and the payment and removal deadline. LOT PRICE is the purchase price agreed to by the Buyer and BRAYTON POINT LLC for a specific Lot. LOTS is defined as any single or group of items offered for sale as a single unit. OWNER is Brayton Point LLC RELEASED PARTIES means BRAYTON POINT LLC, and the respective owners, employees, officers, directors, members, managers, attorneys, affiliates, and shareholders of BRAYTON POINT LLC. SALE LOCATION is 1 Brayton Point Road, Somerset, MA 02725 – access to designated areas only. SALE RULES is defined as instructions provided by BRAYTON POINT LLC to Buyer that set forth how the sale process shall be conducted, which may include how Buyer may inspect a Lot, how Buyer may make an offer to purchase a Lot, how BRAYTON POINT LLC will accept an offer to purchase a Lot, and how Buyer shall conduct itself while at the Sale Location. SALES TAX is defined as any tax BRAYTON POINT LLC reasonably believes it is obligated to collect from Buyer in relation to the sale of any Lot by any governmental body with authority to tax such sale. 1. LOTS SOLD “AS IS”. a. Inspections. Buyer is responsible for inspecting lots to satisfy Buyer as to Lots’ condition, suitability, fitness for a particular purpose or for any other reason before offering to purchase any Lots. Every Lot is sold “as is, where is,” with all faults. Removal of a Lot from the Sale Location is at Buyer’s sole risk and expense. BRAYTON POINT LLC makes no representations, warranties, or guarantees of any kind, express or implied, as to the nature, quality, durability, capability, function, performance, value, fitness for a particular purpose for any Lot. BRAYTON POINT LLC disclaims and Buyer waives, without limitation, any warranty of merchantability or fitness for a particular purpose for any Lot. Buyer acknowledges that it has to Buyer’s satisfaction inspected or had the opportunity to inspect all of the Lots upon which it makes an offer to buy. b. No Warranties. BRAYTON POINT LLC makes no representations or warranties, express or implied, as to the quality, completeness, or accuracy of any information provided by BRAYTON POINT LLC about any Lots being offered. However, BRAYTON POINT LLC shall not knowingly misrepresent the nature of any Lots. BRAYTON POINT LLC reserves the right to update any information it has provided about a Lot prior to accepting any offer made by Buyer. No sale of any Lots may be invalidated by a Buyer because of an unintentional error, inaccuracy, or other fault in any of the information provided by BRAYTON POINT LLC. Any information provided by BRAYTON POINT LLC has been prepared for informational purposes only and shall not and may not be relied upon by Buyer for any purpose, including (without limitation) accuracy, fitness for a specific purpose, or completeness. Buyer is relying solely upon Buyer’s own investigation, inspection, research, and analysis of the Lots for which it makes an offer. c. Release, Indemnity, Hold Harmless. Buyer releases, indemnifies against, and holds harmless BRAYTON POINT LLC and their respective employees, agents, or any other person acting on behalf of BRAYTON POINT LLC from any claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Buyer now has or which may arise in the future on account of or in any way arising out of or connected with any defects, latent or otherwise, the physical condition of any Lot purchased, any hazardous material release caused during Buyer’s removal of a Lot, or any applicable law, statute, or regulation. 2. ACCESS TO SALE LOCATION. a. Access Times and Area. Buyer’s access to the Sale Location is restricted to days and times established by or agreed to by BRAYTON POINT LLC. b. Safety Instructions. Buyer shall obey all safety instructions provided by BRAYTON POINT LLC or posted in signs at the Sale Location. c. Release. Buyer, for itself and on behalf of its respective owners, employees, agents, representatives, officers, directors, members, manager, attorneys, affiliates, and shareholders (“Releasor Parties”) DO HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE the BRAYTON POINT LLC (and their respective owners, employees, officers, directors, members, manager, attorneys, affiliates and shareholders) of and from any and all actions, causes of action, claims, demands, damages, costs, expenses, judgments, decrees and liabilities, known or unknown, contingent or not, liquidated or not, on account of, or in any way related to, directly or indirectly or growing out of the presence of Buyer (and Buyer’s employees, agents, and representatives) (“Released Parties”) on the Sale Location. Buyer warrants, covenants and represents to Released Parties that it has procured all appropriate authority to enter into and execute this instrument for and on their own behalf and on behalf of the other Releasor Parties. d. Insurance Requirements. Buyer shall have procured (i) liability insurance for at least $2,000,000 per incident covering Buyer’s obligations to Released Parties under this Section and Section 5 and (ii) worker’s compensation insurance covering its employees in the minimum amount required by law of the applicable jurisdiction and shall, upon BRAYTON POINT LLC’s request, deliver a certificate(s) evidencing such valid coverage(s) to BRAYTON POINT LLC prior to entry onto the Sale Location. 3. SALE. a. All Sales Final. Once BRAYTON POINT LLC declares a Lot sold to Buyer, there are no credits, returns, exchanges, refunds unless at BRAYTON POINT LLC’s sole discretion. b. Invoice. Either at or within 3 business days following the Sale Event, BRAYTON POINT LLC will provide Buyer with an invoice stating the Final Price and the deadline for removal of the Lots purchased. c. Deposit. For Lots sold for an amount in excess of $10,000.00, Buyer shall promptly upon conclusion of the Sale Event make a deposit of 10% of the Lot Price (“Deposit”). Buyer shall pay the remaining balance due for the Final Price prior to removal of the Lots purchased. d. Payments. Payment for a Lot may be made in cash, by wire transfer, by cashier’s check, or by check. However, the Lot may not be removed from the premises until BRAYTON POINT LLC has confirmed receipt of funds. The Deposit must be paid with immediately available funds – cash, wire transfer, or certified check. e. Auction. (Only applicable to auction sales) This auction is not an absolute/no reserve auction. Owner/auctioneer reserves the right to accept or reject any bid. Industrial Asset Recovery Group, LLC (IARG), is an affiliate of Commercial Development Company, Inc. (CDC). Neither CDC/IARG or any employee of the companies represented are licensed auctioneers in any state. IARG will contract with independent licensed auctioneers to conduct any auction. 4. ASSET REMOVAL. Buyer is solely responsible for all utility disconnection, fluid removal, rigging, loading, debris removal and cleaning, floor stud removal, and transportation of purchased Lots. Buyer shall remove all purchased Lots by the date on Buyer’s Invoice. Proof of insurance required in Section 4(d) is required before Buyer may remove the purchased Lots. Cranes and hoists may only be used to remove Lots at BRAYTON POINT LLC’s sole discretion. BRAYTON POINT LLC may condition such use at BRAYTON POINT LLC’s sole discretion, including requiring additional insurance. Buyer shall reasonably safeguard the area where the removed Lot was located from pits, floor bolts, or other hazards, using generally accepted safety practices acceptable to BRAYTON POINT LLC. Buyer shall cut all floor bolts and anchoring fasteners flush to the floor, broom clean the area, and remove all debris and trash resulting from Buyer’s removal of the Lot. Buyer shall safely cap any utility connections removed from any Lot as instructed by BRAYTON POINT LLC and compliant with local building codes. BRAYTON POINT LLC shall assign the loading area for Buyer. BRAYTON POINT LLC may provide contact information for riggers or other contractors for removal of Lots but makes no warranties or representations regarding the same. Buyer is responsible for securing all safety equipment required by applicable government safety standards necessary for removing any Lots purchased. Lots may contain residual chemicals or hazardous materials. Any leaking or spilt chemicals, hazardous materials, or fluids are Buyer’s responsibility to remove and clean up. Buyer shall comply with all applicable Federal, State, and Local environmental laws, statutes, regulations, rules, and ordinances and shall exercise reasonable care to ensure that there is no release to the environment of any hazardous wastes or substances as defined in applicable Federal, State, and Local laws, statues, regulations, rules, and ordinances. Buyer indemnifies and holds harmless BRAYTON POINT LLC from any and all damages, claims, liabilities from any injuries to persons, or damage to property of any type whatsoever caused by Buyer, its agents, employees, or contractors during the sale, during the removal, use, or operation of the Lots purchased. BRAYTON POINT LLC reserves the right to inspect all trucks, toolboxes, rigger cases, and any and all other vessels within which Lots or other property from the Sale Location could be placed prior to leaving the premises. Instances of theft will result in immediate termination of privileges, removal from the premises, and BRAYTON POINT LLC will file the appropriate report with local law officials and request prosecution. Buyer shall check all Lot quantities prior to removal from the premises. No adjustments will be made after Lots have been removed from the premises. 5. DEFAULT. If a Deposit has been made, BRAYTON POINT LLC may retain the Deposit as liquidated damages and not as a penalty in the event Buyer fails to complete the sale. Alternatively, if Buyer fails to pay for and remove any Lot by the date set forth in the Invoice, BRAYTON POINT LLC may seek to enforce the sale terms or resell the Lot and recover damages for the resale from Buyer. Any past due Invoice shall accrue interest at the maximum rate allowed by law up to a maximum of 18%. BRAYTON POINT LLC may elect any other remedy at law or in equity resulting from Buyer’s default under this Agreement. Buyer shall pay all costs of collection and any cost or attorney’s fees resulting from enforcement of this Agreement by BRAYTON POINT LLC. 6. ARBITRATION. In the event a dispute shall arise between the Parties to this Agreement, the dispute shall be referred to the American Arbitration Association or any similar such arbitration organization for arbitration in accordance with the commercial rules of the AAA. The arbitrator’s decision shall be final and binding and judgment may be entered thereon. In the event a Party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with arbitrator’s award, the other party is entitled to costs of suit including a reasonable attorney’s fee for having to compel arbitration or defend or enforce the award. The arbitration shall be held in the St. Louis, Missouri metropolitan area. JURY TRIAL WAIVER: The Parties recognize and understand the foregoing provisions amount to a waiver of jury trial which such waiver is irrevocable and given knowingly and voluntarily and after consultation with legal counsel. 7. MISCELLANEOUS. a. Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective heirs, legal representatives, executors, administrators, successors and assigns. b. Third Party Beneficiary. Owner is a third-party beneficiary to this Agreement. Owner is entitled to the rights and benefits afforded it pursuant to this Agreement and may enforce the same. c. Agreement Separable. If any provision of this Agreement is for any reason unenforceable or inapplicable, the other provisions will remain in full force and effect in the same manner as if such unenforceable or inapplicable provision had never been contained in this Agreement. d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflicts of laws rules or principles. e. Entire Agreement. This Agreement constitutes the entire agreement between BRAYTON POINT LLC and Buyer, and there are no other terms or conditions, either oral or written, between them concerning the Sale Event other than those set forth in this Agreement. No subsequent alteration, amendment, change, deletion or addition to this Agreement shall be binding upon BRAYTON POINT LLC or Buyer unless in writing and signed by both BRAYTON POINT LLC and Buyer. THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.