Auction Purchase Contract

AUCTION PURCHASE CONTRACT

This Auction Purchase Contract (the "Contract") dated as of is entered into by and between Auctioneer/Consignor: , whose principal place of business or address for notices is , and Buyer: , whose address for notices is . Seller and Buyer are hereinafter referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller conducted an auction sale on (the "Auction") offering certain lots for sale by public auction; and

WHEREAS, Buyer is the successful high bidder for the lot described below and desires to purchase the lot subject to the terms and conditions set forth herein; and

WHEREAS, Seller desires to sell and transfer the lot to Buyer, and Buyer desires to purchase the lot from Seller, subject to the Auction terms and the provisions of this Contract.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. IDENTIFICATION OF LOT

2. PURCHASE PRICE; PAYMENT

2.1 Purchase Price. Buyer shall pay to Seller the total purchase price equal to the hammer price plus all applicable auction charges, fees and buyer's premium (collectively, the "Total Purchase Price"). Hammer price: $. Buyer's premium: (percent). Calculated premium amount: $. Total Purchase Price: $.

2.2 Payment Terms. Buyer shall tender payment in full in cleared funds to Seller within days of the Auction. If payment is not received when due, Seller may charge interest at the lesser of 1.5% per month or the maximum permitted by law on overdue amounts and exercise remedies for default set forth in Section 7.

If a deposit is required, it shall be applied to the Total Purchase Price. Deposits are non-refundable except as expressly provided in this Contract.

3. CONDITION; INSPECTION; NO WARRANTY

3.1 As-Is Sale. Buyer acknowledges that the lot is sold "AS IS, WHERE IS" with all faults and that Seller and Auctioneer make no express or implied warranties, representations or guaranties as to merchantability, fitness for a particular purpose, authenticity, provenance or condition unless expressly set forth in writing signed by Seller.

3.2 Inspection. Buyer had the opportunity to inspect the lot prior to bidding and relies solely on Buyer's own inspection and judgment. Any description, photograph or estimate provided by Seller or the Auctioneer is for reference only and shall not be construed as a warranty.

4. TITLE; DELIVERY; RISK OF LOSS

4.1 Title and Risk. Title to and risk of loss for the lot shall pass to Buyer upon payment in full of the Total Purchase Price and remittance of funds to Seller in cleared form, unless otherwise agreed in writing. Until such time, Seller retains a security interest in the lot.

4.2 Delivery. Buyer shall arrange and be responsible for collection, packing, shipping and insurance of the lot following payment in full, unless Seller agrees in writing to arrange shipment for Buyer at Buyer's expense. Any costs incurred by Seller for storage, packing or shipping may be charged to Buyer.

5. TAXES, DUES AND CHARGES

Buyer shall be responsible for all sales, use, transfer, import, export and other taxes, duties or assessments imposed by any governmental authority in connection with the purchase, export, import, transportation or possession of the lot, whether incurred prior to or after export, and shall indemnify Seller for any such amounts and related costs.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller Representations. Seller represents that (a) Seller has good and marketable title to the lot free and clear of liens and encumbrances except as disclosed in writing; (b) Seller is authorized to enter into and perform this Contract; and (c) there are no pending claims, actions, or proceedings that would adversely affect Seller's ability to perform under this Contract except as disclosed in writing to Buyer.

6.2 Buyer Representations. Buyer represents that Buyer has full power and authority to enter into this Contract and to make payments as required herein and that Buyer is not subject to any legal restriction that would prohibit Buyer from completing the purchase.

7. DEFAULT; REMEDIES

7.1 Buyer Default. If Buyer fails to pay the Total Purchase Price when due, Seller may, at Seller's option and without prejudice to any other remedy, retain the deposit as liquidated damages, resell the lot at public or private sale and recover the deficiency and costs, or pursue specific performance, provided Seller gives Buyer prior written notice and a reasonable opportunity to cure where applicable.

7.2 Seller Default. If Seller breaches a material obligation under this Contract, Buyer may seek recovery of the deposit and any amounts paid or pursue specific performance, but Seller shall not be liable for incidental or consequential damages except in cases of willful misconduct or fraud.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each Party shall indemnify, defend and hold harmless the other Party from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of that Party's breach of this Contract, negligence or willful misconduct.

8.2 Limitation of Liability. Except for fraud or willful misconduct, in no event shall either Party be liable for special, incidental, consequential or punitive damages. The aggregate liability of Seller for any claim arising under this Contract shall not exceed the Total Purchase Price paid for the lot.

9. NOTICES

All notices, demands or other communications required or permitted under this Contract shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses first set forth above or to such other address as either Party may designate by notice in accordance with this Section. Notices shall be deemed delivered upon receipt.

10. AMENDMENTS; WAIVER; COUNTERPARTS

This Contract may be amended only by a written instrument executed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party waiving compliance. This Contract may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Contract shall be governed by and construed in accordance with the laws of the jurisdiction where the Auction was conducted, without regard to its conflicts of law principles.

11.2 Entire Agreement. This Contract, together with any auction terms and any written addenda signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral.

11.3 Severability. If any provision of this Contract is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12. MISCELLANEOUS

Any headings used in this Contract are for convenience only and shall not affect the interpretation of this Contract. The Parties acknowledge that they have had an opportunity to obtain independent legal advice and that they voluntarily enter into this Contract.

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