You hereby agree to the following: 1. Importance of Terms: Please take the time to read the following set of terms and conditions for the auction. By completing the online registration and clicking accept terms, you acknowledge that you have read and agree to these terms and conditions. 2. Agency: Iron Horse Auction Company, Inc. (“Iron Horse”) is acting as an agent of James C. Lanik, Chapter 7 Bankruptcy Trustee for The North Carolina Shakespeare Festival, Inc., Case No. 15-10363 in the United States Bankruptcy Court for the Middle District of North Carolina, (the “Seller”) and at no time acting on behalf of the Bidder. 3. Buyer’s Premium: There will be a FIFTEEN PERCENT (15%) Buyer’s Premium added to final bid price to determine the final contract purchase price. 4. Auction Ending: The auction will begin closing at 12 Noon on the specified date. We have staggered the end times so that 10 lots will close every 3 minutes. Each lot will have a 10-minute auto-extend period. If a lot has a bid placed on it under the 10-minute mark, the clock will automatically reset for 10 minutes. This means that each lot requires 10 minutes without a bid to close the bidding for that lot. These measures are in place so that all bidders have ample time to accommodate their interest in any lot in the catalog. Iron Horse will, in its sole and absolute discretion, decide any and all disputes regarding bidding. Such decisions are final. 5. Property Information & Inspection: Neither the Seller nor Iron Horse shall be responsible for any missing or incorrect listing information. Iron Horse has attempted to provide accurate descriptions. However, it is the bidder's responsibility to conduct any and all due diligence or inspections to determine the condition and feasibility of the property for the Bidder’s intended use. Descriptions that are provided by Iron Horse are provided in good faith and are matters of opinion. Bidder acknowledges that by registering to bid that Bidder has, to Bidder’s satisfaction, personally inspected the property, hired an agent to inspect the property, or has waived Bidder’s right to inspect the property. Bidder’s failure or inability to conduct any investigation or inspection prior to placing a bid shall not invalidate a bid. Placing a bid creates a contractual agreement to purchase the property at the bid price plus Buyer’s Premium and any additional fees included in or related to the sale as described herein, including but not limited to transaction cost and shipping costs. 6. Auctioneer's Discretion: Iron Horse has full discretion to modify the date and time, order, and details of the auction for any reason or no reason at all, including but not limited to technical issues, emergencies, and convenience of Iron Horse or the Seller. 7. Server & Software Technical Issues: In the event that there are technical difficulties related to the server, software or any other online auction-related technologies, Iron Horse Auction Company, Inc., Proxibid, Inc. and the Seller reserves the right to extend bidding, continue the bidding, or close the bidding. Neither the company providing the software nor Iron Horse Auction Company, Inc., Proxibid, Inc. or the Seller shall be held responsible for a missed bid or the failure of the software to function properly for any reason. Iron Horse may send email notifications to registered bidders with updated information as deemed necessary. 8 Sale Terms: PERSONAL PROPERTY Payment Terms: Online Bidders: Payment is due in full at the conclusion of the auction. All invoices under $2,000.00 will be charged with the credit card on file. If your invoice exceeds $2,000.00 you must provide a certified check, cash, or wire transfer within 48 hours of the close of auction. Bidder shall be responsible for all wire transfer fees. If your credit card is declined there will be additional fee of $25.00 per attempt to collect the invoice balance. If you have an invoice in excess of $2,000.00 and have not attempted to pay your invoice within 48 hours after the auction, you authorize Iron Horse to charge your credit card for the balance of the invoice or partial charges until your invoice is paid in full. You agree that you will not initiate a dispute or issue a charge back on your credit Card after Iron Horse has charged your card. Please notify Iron Horse promptly upon receipt of your invoice if you intent to pay onsite at pick-up. No items will be released from the auction site without full payment and a valid paid invoice. Personal Property Condition: All items in this auction are selling 'AS-IS, WHERE IS' with all faults, if any. Neither the Seller nor Iron Horse make any representations or warranties, express or implied, concerning the items being sold. Descriptions of the items are believed to be correct, but are not guaranteed. There will be no Letters of Authenticity provided unless stated by the Auctioneer at the time the items enter the bidding ring. It is the Bidder's responsibility to conduct any and all due diligence and inspections prior to bidding in the auction. All due diligence periods end the date the auction is scheduled to end. It is possible that the property being sold is subject to charges, regulation, permitting, or any other type or sort of restrictions by Local, State and Federal Regulatory Authorities. It is the Bidder's responsibility to ascertain if the item bid upon by Bidder is subject to such authorities. Ultimately, it is the Bidder's responsibility to inspect all aspects of the items before placing a bid. Bidder acknowledges that by registering to bid that Bidder has, to Bidder’s satisfaction, personally inspected the property, hired an agent to inspect the property, or has waived Bidder’s right to inspect the property. Bidder’s failure or inability to conduct any investigation or inspection prior to placing a bid shall not invalidate a bid. Placing a bid creates a contractual agreement to purchase the property at the bid price plus Buyer’s Premium and any additional fees included in or related to the sale as described herein, including but not limited to closing costs and shipping costs. The sale of an item is not negotiable or rescindable if you are not the winning bidder of another item or items. If you bid on an item, you will pay for in full and take possession of that item. Possession: No item will be released from auction sites or facilities until the Bidder has fully paid all amounts related to such item. The Bidder shall be responsible for insuring purchased items once Bidder has been deemed the winning bidder. Winning Bidders shall remove their items from the sale facility within 72 hours of the close of the auction on the particular item. Bidders of the larger items can have an extended removal period to be coordinated by the Auctioneers. Removal periods shall not extend past August 31, 2015. 9. Legal Interpretations: This document will be interpreted by the laws of the State of North Carolina and by the United States Bankruptcy Code. 10. Disputes: Any and all disputes resulting or arising in connection with this auction shall be heard in the United States Bankruptcy Court, Middle District of North Carolina as the sole and exclusive venue. 11. Auction Cancellation Bid Rejection: Seller and Iron Horse reserve the right to reject any and all bids for any reason. Iron Horse reserves the right to cancel this auction, or remove any item or lot from this auction prior to the close of bidding even if a bid has been placed, unless the auction is an Absolute Auction. 12. Acceptance of Bid Prices: All bids are subject to Seller Confirmation. The Seller and Iron Horse reserve the right to sell to the next highest qualified Bidder or Bidders if the winning Bidder or Bidders have defaulted or otherwise fail to timely and properly consummate the winning bid. Defaulting bidders will be black flagged as a NON PAYING BIDDER, subject to possible Bankruptcy Court sanctions, and will not allowed to participate in any further Iron Horse auctions. By registering and placing a bid you agree that if you happened to become a Default Bidder or Non Paying Bidder, Iron Horse may charge your credit card for up to the entire balance of your invoice. 13. Online Bidder Responsibilities: Bidder responsibilities include, but are not limited to: Bidder agrees to keep its username and password confidential, as Bidder is responsible for ANY and ALL activity, bids, and purchases involving Bidder’s account. Bidder agrees to obey any and all local state and federal laws applicable to Bidder. Violations will result in termination of web site use privileges. Iron Horse and Seller, and their respective employees and agents, may not bid in the auction. We gather aggregate information from the web site, which may include but is not limited to: number of page visitors, most visited pages, and any and all correspondence. 14. Guaranty Agreement: By submitting a bid in the name of a business entity or corporation, the individual submitting the bid enters into a guaranty agreement whereby he or she personally guarantees to Iron Horse Auction Company, Inc. payment of all amounts relating to such bid. 15. Time. Time is of the essence for all time periods, dates, and deadlines contained herein. 16. Bidder Verification: The identity of all bidders will be verified. Bidding rights are provisional, and if complete verification is not possible, Iron Horse may reject the registration, and bidding activity will be terminated. The Seller and Iron Horse reserve the right to refuse service to any person who we feel to be fraudulent. All bidders must be eighteen (18) years of age or older. 17. Acknowledgements. By clicking accept auction terms below: (i) the Bidder acknowledges that he/she has read this document, or has had this document read to him/her; (ii) Bidder understands and agrees to all the provisions of this document without change or amendment; and (iii) Bidder has consulted with an attorney regarding this document to the extent Bidder deems appropriate.