This sale is governed by these Terms and Conditions, Sellers’ Contracts and Announcements. All prospective Sellers, Bidders and Buyers as well as all other interested parties are bound by all the provisions of the Terms and Conditions set forth below. Making a bid is evidence of your acceptance of and agreement to these Terms and Conditions, Sellers’ Contracts and Announcements: INSPECTION/AS IS: All prospective Bidders are urged BEFORE BIDDING to personally examine with care, or cause their agents and/or veterinarians to examine with care, any animal upon which they may be interested in bidding as they are accepting any horse purchased with all conditions and defects. All horses are sold AS IS. If you are not willing to accept all conditions and defects and hold the Midwest Auction Company (“Sale Company”) harmless, please do not bid. Any arrangements made between consignors and prospective bidders and/or buyers shall rest solely between those parties and the Sale Company shall not be liable or involved. PAYMENT TERMS: a) CASH - Unless the Sale Company has authorized other terms in writing, all sales are for cash (USD currency, wire transfer, cashier’s or certified check). Payment must be made within forty-five (45) minutes after the fall of the hammer. Pay the Sales Company cashier in all cases. In no event should any part of the purchase money be paid by the purchaser directly to the consignor or any other person. No part of any payment made by the purchaser to the consignor or any other person will be credited to the purchase price and consequently no such payment will entitle the purchaser to obtain any horses. Any purchaser requesting that another party be billed in connection with a purchase shall remain liable for the full purchase price until the purchase has been fully paid for. b) CREDIT - In certain cases, credit may be extended by the Sale Company to the buying party. Credit is extended at the sole discretion of the Sale Company and must be established each year, regardless of whether credit was extended at previous sales. Purchasers who have had credit with the Sales Company must complete a credit application. The Sale Company reserves the right to require a letter of guarantee from a purchaser’s bank or financial institution. These documents must be made available to the Sale Company no later than seven (7) days prior to the commencement of the sale. Purchasers whose financial responsibility have been approved for this sale shall pay in full for their purchases within fifteen (15) days of the date of the last session of the sale. The Sale Company may at its sole discretion declare any bidder in default that does not settle an account within fifteen (15) days. Any accounts not paid in full within fifteen (15) days of the end of the sale are subject to a finance charge of one and one-half percent (1 1/2%) per month compounded monthly. All bidders are warned that CREDIT APPROVAL AT PRIOR SALES DOES NOT MEAN YOU ARE APPROVED FOR CREDIT AT THIS SALE, YOU MUST CHECK WITH THE SALE MANAGER FIRST. In the event legal action is required to collect past due amounts, all expenses of such action, including attorney fees, shall also be the obligation of purchaser and shall be added to his account. The Sale Company reserves the right at its sole and final discretion, which shall be final and binding upon all parties, to (1) refuse to extend credit, or (2) refuse the opportunity to bid or refuse to accept the bid of anyone who has not established credit, or (3) require either collected funds to be on deposit with the Sale Company or an irrevocable letter of credit acceptable to the Sale Company. No registration papers will be released until the purchaser’s account, including all purchases, has been paid in full. i) INSURANCE - All purchases made on credit must be insured by purchaser for the full amount of the purchase price with no deductible, on a full mortality basis, premium paid, for the benefit of MIDWEST AUCTION COMPANY, LLC. Accordingly, the Sale Company shall be named loss payee on all insurance policies required by this subparagraph until the insured horses have been paid for in full. The policies shall provide for not less than thirty (30) days' advance written notice in the event of cancellation or any amendment. Purchaser hereby appoints the Sale Company as its attorney in fact to endorse any draft for proceeds thereof on purchaser’s behalf. The Sale Company will not release the order for delivery of the horse until evidence of this insurance is delivered to the cashier. ii) CONSIGNOR GRANTED CREDIT - If a purchaser and consignor make their own credit arrangement, it is their shared responsibility to present written confirmation of this arrangement, signed by the consignor and buyer, to the Sale Company. The Sale Company must have an executed copy of the written agreement before the conclusion of the sale or the shipping order and release of the horse will not be granted. The Sale Company shall have no responsibility nor be held liable regarding enforcement of separate purchaser-consignor agreements. iii) DEFAULT – Purchasers who fail in any respect to pay for purchases as provided in these Terms and Conditions will be declared in default. The purchaser, by execution of the sale slip after the fall of the auctioneer’s hammer, agrees that the Sale Company or Sale Company’s appointed representative may appear in court for purchaser and confess judgment against purchaser in favor of the Sale Company for the amount due plus costs, including but not limited to attorney fees, and the purchaser hereby irrevocably appoints the Sale Company as attorney in fact to execute on purchaser’s behalf any document, including a USTA transfer slip, for transfer of ownership and/or registration of the purchased horse to the Sale Company or its designee. By so agreeing, purchaser authorizes the Sale Company to obtain a judgment against purchaser or transfer the purchased horse without purchaser’s prior knowledge or consent and without an opportunity to raise any defense, set-off, or counterclaim. In the event that the Sale Company brings any collection action against purchaser arising from this transaction, purchaser agrees to pay all cost incurred by the Sale Company as a result of such collection action. All court dealings will be done in Indiana under the terms of Indiana state law. Any horse purchased by a defaulter may be repossessed and resold by the Sale Company at public or private sale, without notice, to satisfy the balance of the purchaser’s account. All costs associated with resale shall be added to the purchaser’s account. Should such resale fail to satisfy the defaulter’s account in full, defaulter shall pay forthwith to the Sale Company the amount owed including finance charges. iv) SECURITY AGREEMENT - All extensions of credit are on a secured basis. Execution of the sale slip by the purchaser evidences purchaser’s agreement to attachment of a purchase money security interest in and lien upon the horse purchased, its USTA certificate of registration, any applicable stallion mating certificate, and any products and proceeds of the horse or certificates, in favor of the Sale Company to secure payment of all amounts due hereunder. Purchaser acknowledges the Sale Company’s right to exercise any rights and remedies of a secured party under the Uniform Commercial Code, including the rights to repossess and to resell the horse. In addition, purchaser hereby appoints the Sale Company as attorney-in-fact to prepare, execute, and file any financing statements or other documents necessary to perfect or enforce the security interest created herein. PAYMENT TERMS (CONT’) c) CHECKS - Payable in US FUNDS ONLY. Personal checks will only be accepted at the sole discretion of the Sale Company. No postdated checks will be accepted as payment. The Sale Company strongly suggests corporate/business checks and not personal checks. Any costs and expenses associated with returned or non-sufficient funds checks will be added to the purchaser’s account. i) Exchange Rates. All purchases are to be paid in US Funds. Foreign currency is subject to discount as exchange rates fluctuate. In the unlikely event the Sale Company agrees to accept payment in non-US currency, it reserves the right to collect any shortfall or conversions fees. d) SALES TAX - Each horse offered for sale by the Midwest Auction Company, LLC is subject to Indiana Retail Sales Tax. This tax must be paid by the purchaser in addition to the purchase price, unless a valid, applicable and properly executed Indiana Department of Revenue General Sales Tax Exemption Certificate (form ST-105) is on file with the Sale Company. e) RELEASE/REMOVAL OF PURCHASES - Upon payment in full or written approval of credit signed by the sale manager, the cashier will issue a release ticket. This ticket must be presented to the barn manager and again at the exit gate to confirm removal of purchases. All purchases must be removed by the purchaser by 10:00pm the day of the final session of the sale. Failure to remove horses will authorize the Sale Company to access a fee at its sole discretion. f) REGISTRATION PAPERS – Once a horse is entered in the Midwest Mixed Sale and hard copy registration papers are submitted to the Sale Company, USTA registration papers will be in the possession of the USTA and the horse becomes “paperless”. The Sale Company will place a “Hold” with the USTA on any transfer of ownership for a minimum of 30 days unless payment is made in US Funds in full at the sale for all purchases made the purchaser in cash, wire transfer or cashier’s check. If credit is extended to purchaser at the sale, after payment for purchaser’s full account has been received by the Sale Company and has cleared, the Sale Company will release the USTA “Hold” authorizing the transfer of ownership. If purchaser buys a whole or part interest in one or more horses at the sale (whether through individual or entity capacity), no “Holds” will be released until payment for all interests in horses purchased by purchaser has been received. BIDS AND BIDDING: a) MINIMUM BID – Unless waived by an announcement there shall be a minimum bid or “upset price” of $1,000 on each horse in the sale ring. If an opening bid of the upset price is not immediately forthcoming to the auctioneer’s call, the animal shall be passed out of the ring as unsold with the consignor to pay the entry fee and minimum commission as agreed to in the Consignor’s Terms and Conditions. The highest bidder shall be the buyer. The successful bidder shall forthwith sign the Purchaser Acknowledgement form; should Purchaser Acknowledgement form not be presented to him for signature prior to commencement of bidding on the next lot offered; he shall immediately identify himself to the auctioneer as the purchaser and sign the Purchaser Acknowledgement Agreement when presented. In the event that the Consignor or his Agent bids on his own animal, the Company shall be notified within 30 minutes of the conclusion of the sales session during which the particular animal was bid in. Right of purchase of a successful bidder is not impaired in the event another party signs the Purchaser Acknowledgment form, provided that such bidder acts in accordance with this condition of sale and has an approved Authorization of Agent form on file with the sale company. b) EXCLUSION – Midwest Auction Company reserves the right to exclude any persons whomsoever from the auction area and all premises controlled by the Company. In addition, notwithstanding any contrary provisions of these Terms and Conditions (if any), Midwest Auction Company further reserves the right to refuse, to accept, to reject or to ignore any bid(s) from any person whomsoever, even if credit has been approved, if payment has been tendered or may be believed to be forthcoming. Neither exclusion of persons nor refusal, rejection or ignoring bids shall be based on race, ex, color or creed. Each individual attending this or any auction operated by Midwest Auction Company agrees to be bound by this condition of sale. c) DESIGNATION OF AGENCY – Persons acting as agents must file with the Sales Manager an Authorization of Agent form from their principal stating the agent is acting on their behalf. The Midwest Auction Company reserves to right to approve or reject the Authorization of Agent request. An individual who is the successful bidder for a horse and has not filed a letter of authorization with Midwest Auction Company becomes the purchaser of the horse and shall be personally responsible for payment and all other conditions relating to purchasers. Because of inherent uncertainty, other representations of agency will not be recognized. Should the principal that the agent is representing not be able to comply with all stated Terms and Conditions of sale, whether that be a lack of sale company approved credit or lack of adequate funds to make settlement for the full purchase price, the agent signing the Purchaser Acknowledgement form shall be personally liable for full and immediate settlement. d) BIDDING DISPUTES – Should any dispute arise between or among two or more bidders, the auctioneer shall forthwith adjudicate the dispute, and his decision shall be absolute, final and binding on all parties. Bids received after the fall of the gavel are no grounds for dispute. Bids acknowledged by bid spotters engaged by the undersigned are recognized as if tendered to auctioneer, but in case of dispute the bidding on the horse may be re-opened for advance bids, and if there be no advance, the horse is sold to the person from whom the auctioneer recognized the last bid. In case of any dispute advance bidding shall be restricted to contending parties, but should the recognized bid be reduced below the bid at commencement of dispute then the bidding is reopened to all bidders, regardless of whether or not final bid exceeds bid which has disputed. The auctioneer reserves the right to reject any or all bids. e) TITLE, RISK AND DELIVERY – Title passes to purchaser at the fall of the auctioneer’s gavel, at which time all risk and responsibility for the animal is assumed by the purchaser. The purchaser or his agent may take care, custody and control of the animal at the fall of the auctioneer’s gavel, but such taking shall not constitute delivery of the animal. Delivery of animals will be made only after purchaser presents himself to the cashier to make settlement for the purchases. Settlement is to be made within 45 minutes of conclusion of the sale session in which the horse is sold. Provided purchaser makes satisfactory settlement a “release” form will be issued by the cashier entitling purchaser to remove horse or horses from the sales facility. Purchasers shall remove all horses promptly after receiving the “release” form. Feed, boarding and any transportation charges shall be assessed to the purchaser on all horses left in the sales facility. RIGHT OF RETURN/THIRD-PARTY - All purchasers shall fully inspect each horse that they purchase immediately after the fall of the gavel. If any condition, alleged warranty, or representation is challenged, other than a matter relating to a gelding, ridgling or cryptorchid covered in “Terms of Sale” below, the matter must immediately be reported to the Sale Manager who shall have the sole right of appointing a third-party person to make examination to determine whether any such condition, alleged warranty, or representation has been breached. The decision of the third-party so appointed (and no other) shall be binding upon both the Consignor and the Purchaser. The Company shall incur no liability from either party due to such decision. Thereafter, and in no event after the conclusion of the sale session at which the horse was sold, no other condition, alleged representation, or warranty may be challenged. Purchasers that fail or refuse to inspect their purchase for any reason, including a lack of opportunity for inspection, purchase the horse at their own risk. In all cases of disputes, purchaser shall deposit the third-party’s fee with the sales office. If the decision is in the consignor’s favor, purchaser must pay the third-party’s fee. If the decision is in purchaser’s favor, consignor must take back his horse and pay the third-party’s fee and the Company’s contractual charges on the sale. WARRANTIES AND SOUNDNESS: a) TERMS OF SALE - All horses are sold “as is” with all existing conditions and defects except that any equine sold in this sale which is catalogued as a colt and not otherwise announced by the time of sale, and is a gelding, ridgling, or cryptorchid shall be returnable to consignor with refund of the purchase price if Midwest Auction Company receives a written veterinary certificate to that effect within 48 hours after the start of the session in which the animal in question was sold. If consignor’s veterinarian disagrees with the finding in purchaser’s veterinary certificate, the third-party procedure provided above in “RIGHT OF RETURN” shall apply. This shall be purchaser’s sole remedy in colt/ridgling/gelding/cryptorchid disputes. Purchasers acknowledge that the physical condition of horses is subject to change on a daily basis and, therefore, that time is of the essence. Failure to comply strictly with the notice and time requirements stated here will disallow purchaser’s ability to use this procedure. THERE ARE NO WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, WITH RESPECT TO THE FITNESS FOR ANY PARTICULAR PURPOSE, CONDITION, QUALITY OR DURABILITY OF ANY HORSES PRESENTED FOR SALE. b) LIABILITY OF SALES COMPANY - The Company neither assumes nor bears any responsibility to any bidder for the accuracy of any statement of fact or opinion appearing in this catalog or made by the auctioneer in reference to any horse. All such matters are the sole responsibility of the person or persons consigning the horse to the sale. The Company makes no representation or warranty with respect to the fitness of a particular purpose, condition, quality, durability, breeding or foaling date, soundness, identity, medications, veterinary history, or any other quality or characteristic of any horse. Ages, heights, marks, speed, and other information of that character are provided to the Company by consignor, should be recognized as approximations, and the Company does not guarantee them. Bidders should examine horses for themselves since the catalog statement may be in error. It is the consignor’s responsibility to bring all printed errors to the attention of the auctioneer so that any such errors may be announced and corrected. The consignor is at all times responsible for the identity of all horses consigned by him. Corrections of typographical or any other errors appearing in this catalog by the auctioneer take precedence over the printed matter in the catalog. If an error applies to a portion of a consignment generally, the auctioneer may make one announcement when the affected portion begins to sell, and the correction shall apply to the entire portion. Any dispute concerning any of the above matters shall be resolved between the consignor and the successful bidder only and the Company shall not be made a party thereto. c) FEMALE HORSES - All broodmares are sold with service fees paid and with no rights to refunds of service fees or return booking guarantees unless specified by consignor in this catalog or announced by the auctioneer at the time of sale. The Company makes no representation or warranty regarding the suitability for breeding of any horse or the in-foal status of any broodmare. Any examination made or information posted regarding suitability for breeding or in-foal status is consignor's sole responsibility. d) ENGAGEMENTS/ELIGIBILITY - Where consignor makes a statement regarding stakes engagements or a horse’s eligibility, Company is not responsible for any errors, misstatements, or omissions in the engagements so published in the catalog or stated otherwise by any other means by the consignor. The consignor is the responsible party for all such statements of eligibility. Purchaser assumes no liability for future payment in stakes events. Payments may be made at purchaser's option but must be made when due to keep the entry eligible. ARBITRATION: If the Midwest Auction Company elects, in its sole discretion, any controversy or claim arising out of or relating to a sale hereunder must be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the award so rendered by the arbitrator may be entered as a judgment in any court having jurisdiction thereof. If the Company involuntarily becomes a party to litigation among consignors, bidders, or other claimants under these Terms and Conditions, the Company shall be entitled to full reimbursement of its costs, expenses, and attorney fees from the responsible person(s) or entity.