Exhibit 10.5


 


  





 



 


	«Name»	Plan:  2015 Stock Plan


 





 



 


Dear «First_Name»


 


You have been granted an option to purchase
Common Stock of IronPlanet Holdings, Inc. (the “Company”) as follows:


 


	Date of Grant:	«Grant_Date»
	 	 
	Exercise Price per Share:	«Exercise_Price_share»
	 	 
	Total Number of Shares Granted:	«No_Of_Shares_»
	 	 
	Total Exercise Price:	«Total_Exercise_Price»
	 	 
	Type of Option	«Type»
	 	 
	Expiration Date:	«Expiration_Date»
	 	 
	Vesting Commencement Date	«Vesting_Commencement_Date»
	 	 
	Vesting Schedule:	So long as your Continuous Service Status continues, the Shares underlying this Option shall vest and become exercisable in accordance with the following schedule:  25% of the Shares subject to the Option shall vest and become exercisable on the twelfth month anniversary of the Vesting Commencement Date and 1/48th of the total number of Shares subject to the Option shall vest and become exercisable on the same day of each month thereafter, such that the Option shall be fully vested at the end of four (4) years following the Vesting Commencement Date.
	 	 
	Termination Period:	This Option may be exercised for three (3) months after termination of your Continuous Service Status except as set out in Section 5 of the Stock Option Agreement (but in no event later than the Expiration Date).  You are responsible for keeping track of these exercise periods following the termination of your Continuous Service Status for any reason.  The Company will not provide further notice of such periods.
	 	 
	Transferability:	You may not transfer this Option except as set forth in Section 6 of the Stock Option Agreement.  You must obtain Company and/or Board approval prior to any transfer of the Shares received upon exercise of this Option.


 





 



 


By electronically signing
the document, you and the Company agree that this Option is granted under and governed by the terms and conditions of this Notice
of Stock Option Grant (the “Notice”), the IronPlanet Holdings, Inc. 2015 Stock Plan (the “Plan”)
and the Stock Option Agreement, both of which are attached and made a part of this document.


 


By electronically signing
the Notice, I agree and acknowledge the following:


 





 




     


     


    

 


(a)          I
have been able to access and view this Notice, the Plan, the Stock Option Agreement, and any ancillary documents and understand
that all rights and obligations with respect to the Option and the shares subject to this Option are set forth in this Notice,
the Plan, the Stock Option Agreement, and any ancillary documents;;


 


(b)          I
agree to all terms and conditions contained in this Notice, the Plan, the Stock Option Agreement, and any ancillary documents;


 


(c)          I
agree and acknowledge that my rights to any Shares underlying the Option will be earned only as I provide services to the Company
over time, that the grant of the Option is not as consideration for services I rendered to the Company prior to my date of hire,
and that nothing in this Notice or the attached documents confers upon me any right to continue my employment or consulting relationship
with the Company or any parent, subsidiary, or affiliate of the Company for any period of time, nor does it interfere in any way
with my right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause; and


 


(d)          to
the extent applicable, the Exercise Price Per Share has been set at the fair market value of the Shares on the Date of Grant in
good faith compliance with the applicable guidance issued by the IRS under Section 409A of the Code. However, there is no guarantee
that the IRS and other tax authorities will agree with the valuation and, by electronically signing the Notice, I agree and acknowledge
that the Company, its Board, officers, employees, agents and stockholders shall not be held liable for any applicable costs, taxes,
or penalties associated with the Option if, in fact, the IRS, or any other tax authorities or any other person (including, without
limitation, a successor corporation or an acquirer in a change of control) were to determine that the Option constitutes deferred
compensation under Section 409A of the Code or any other Applicable Laws. I agree that I should consult with my own tax advisor
concerning the tax consequences of such a determination by the IRS and other tax authorities. For purposes of this paragraph, the
term “Company” will be interpreted to include any Parent, Subsidiary or Affiliate.


 







 



 





	IRONPLANET HOLDINGS, INC.	 	OPTIONEE:*
	 	 	 	 
	 	 	 	 
	By:	Douglas P. Feick	 	 
	Title:	SVP, Corporate Development and 

General Counsel	 	 


 


* Signed by Optionee and Company by electronic signature.


 





Signature
Page to IronPlanet Holdings, Inc. Notice of Stock Option Grant







 




    	 	2	 



     


    

 


IRONPLANET HOLDINGS, INC.


 


2015 STOCK PLAN


 


STOCK OPTION AGREEMENT


 


1.           Grant
of Option. IronPlanet Holdings, Inc., a Delaware corporation (the “Company”), hereby grants to the person
(“Optionee”) named in the Notice of Stock Option Grant (the “Notice”), an option (the “Option”)
to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice, at the exercise
price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions
of the IronPlanet Holdings, Inc. 2015 Stock Plan (the “Plan”) adopted by the Company, which is incorporated
in this Stock Option Agreement (this “Agreement”) by reference. Unless otherwise defined in this Agreement,
the terms used in this Agreement or the Notice shall have the meanings defined in the Plan.


 


2.           Designation
of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the Code only to the
extent so designated in the Notice, and to the extent it is not so designated or to the extent this Option does not qualify as
an Incentive Stock Option, it is intended to be a Nonstatutory Stock Option.


 


Notwithstanding the above,
if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other incentive stock
options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans) that first become exercisable
in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering
such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a nonstatutory stock option,
in accordance with Section 5(c) of the Plan.


 


3.           Exercise
of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in
the Notice and with the provisions of Section 7(c) of the Plan as follows:


 


(a)          Right
to Exercise.


 


(i)          This
Option may not be exercised for a fraction of a share.


 


(ii)         In
the event of Optionee’s death, Disability or other termination of Continuous Service Status, the exercisability of this Option
is governed by Section 5 below, subject to the limitations contained in this Section 3.


 


(iii)        In
no event may this Option be exercised after the Expiration Date set forth in the Notice.


 


(b)          Method
of Exercise.


 


(i)          This
Option shall be exercisable by execution and delivery of the Exercise Agreement attached hereto as Exhibit A or of
any other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise
this Option, the number of Shares in respect of which this Option is being exercised, and such other representations and agreements
as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions
of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined
by the Company in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the aggregate
Exercise Price for the purchased Shares.


 


(ii)         As
a condition to the exercise of this Option and as further set forth in Section 9 of the Plan, Optionee agrees to make adequate
provision for federal, state or other applicable tax, withholding, required deductions or other payments, if any, which arise upon
the grant, vesting or exercise of this Option, or disposition of Shares, whether by withholding, direct payment to the Company,
or otherwise, as determined by the Company in its sole discretion.


 




     


     


    

 


(iii)        The
Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of this Option unless
such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation
with its legal counsel.  This Option may not be exercised until such time as the Plan has been approved by the holders of
capital stock of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for
such Shares would constitute a violation of any Applicable Laws, including any applicable U.S. federal or state securities laws
or any other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated
by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation
and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares
shall be considered transferred to Optionee on the date on which this Option is exercised with respect to such Shares.


 


(iv)        Subject
to compliance with Applicable Laws, this Option shall be deemed to be exercised upon receipt by the Company of the appropriate
written notice of exercise accompanied by the Exercise Price and the satisfaction of any applicable obligations described in Section 3(b)(ii)
above.


 


4.           Method
of Payment. Payment of the Exercise Price shall be by cash or check or, following the date, if any, upon which the Common
Stock is a Listed Security, by Cashless Exercise pursuant to which the Optionee delivers an irrevocable direction to a securities
broker (on a form prescribed by the Company and according to a procedure established by the Company).


 


5.           Termination
of Relationship. Following the date of termination of Optionee’s Continuous Service Status for any reason (the “Termination
Date”), Optionee may exercise this Option only as set forth in the Notice and this Section 5. If Optionee does not
exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, this Option
shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of this Option as set forth
in the Notice.


 


(a)          General
Termination. In the event of termination of Optionee’s Continuous Service Status other than as a result of Optionee’s
Disability or death or Optionee’s termination for Cause, Optionee may, to the extent Optionee is vested in the Optioned Stock,
exercise this Option during the Termination Period set forth in the Notice.


 


(b)          Termination
upon Disability of Optionee.  In the event of termination of Optionee’s Continuous Service Status as a result of
Optionee’s Disability, Optionee may, but only within 12 months following the Termination Date, exercise this Option
to the extent Optionee is vested in the Optioned Stock.


 


(c)          Death
of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s
death, or in the event of Optionee’s death within 3 months following Optionee’s Termination Date, this Option may be
exercised at any time within 12 months following the Termination Date, or if later, 12 months following the date of death by any
beneficiaries designated in accordance with Section 16 of the Plan or, if there are no such beneficiaries, by the Optionee’s
estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent Optionee
is vested in the Optioned Stock.


 


(d)          Termination
for Cause. In the event of termination of Optionee’s Continuous Service Status for Cause, this Option (including
any vested portion thereof) shall immediately terminate in its entirety upon first notification to Optionee of such termination
for Cause. If Optionee’s Continuous Service Status is suspended pending an investigation of whether Optionee’s Continuous
Service Status will be terminated for Cause, all Optionee’s rights under this Option, including the right to exercise this
Option, shall be suspended during the investigation period.


 


6.           Non-Transferability
of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by him or her. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of Optionee.


 




    	 	-2-	 



     


    

 


7.           Lock-Up
Agreement.  If so requested by the Company or the underwriters in connection with the initial public offering of the Company’s
securities registered under the Securities Act of 1933, as amended, Optionee shall not sell, make any short sale of, loan, grant
any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (except for
those being registered) without the prior written consent of the Company or such underwriters, as the case may be, for 180 days
from the effective date of the registration statement, plus such additional period, to the extent required by FINRA rules, up to
a maximum of 216 days from the effective date of the registration statement, and Optionee shall execute an agreement reflecting
the foregoing as may be requested by the underwriters at the time of such offering.


 


8.           Effect
of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms
and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option
and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding,
conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to this Option. In
the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement,
the Plan terms and provisions shall prevail.


 


9.           Imposition
of Other Requirements. The Company reserves the right to impose other requirements on Optionee’s participation in
the Plan, on this Option and the Shares subject to this Option and on any other Award or Shares acquired under the Plan, to the
extent the Company determines it is necessary or advisable in order to comply with Applicable Laws or facilitate the administration
of the Plan. Optionee agrees to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Furthermore, Optionee acknowledges that the Applicable Laws of the country in which Optionee is residing or working at the time
of grant, holding, vesting, and exercise of the Option or the holding or sale of Shares received pursuant to the Option (including
any rules or regulations governing securities, foreign exchange, tax, labor, or other matters) may subject Optionee to additional
procedural or regulatory requirements that Optionee is and will be solely responsible for and must fulfill.


 


10.         Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any documents related to Optionee’s current
or future participation in the Plan, this Option, the Shares subject to this Option, any other Company Securities or any other
Company-related documents, by electronic means. By accepting this Option, whether electronically or otherwise, Optionee hereby
(i) consents to receive such documents by electronic means, (ii) consents to the use of electronic signatures, and (iii) if applicable,
agrees to participate in the Plan and/or receive any such documents through an on-line or electronic system established and maintained
by the Company or a third party designated by the Company, including but not limited to the use of electronic signatures or click-through
electronic acceptance of terms and conditions.


 


11.         Miscellaneous.


 


(a)          Governing
Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the
laws of the state of California, without giving effect to principles of conflicts of law. For purposes of litigating any dispute
that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction
of the state of California and agree that any such litigation shall be conducted only in the courts of California or the federal
courts of the United States located in California and no other courts.


 


(b)          Entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter
herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between
them relating to the subject matter hereof.


 


(c)          Amendments
and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall
be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision
of this Agreement shall constitute a waiver of that provision as to that or any other instance.


 


(d)          Successors
and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties
hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this
Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except
with the prior written consent of the Company.


 




    	 	-3-	 



     


    

 


(e)          Notices.
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient
when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified
or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the
signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent
address set forth in the Company’s books and records.


 


(f)           Severability.
If one or more provisions of this Agreement are held to be unenforceable under Applicable Laws, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.


 


(g)          Construction.
This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


(h)          Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
and all of which together shall constitute one and the same agreement. Execution of a facsimile copy will have the same force and
effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.


 




    	 	-4-	 



     


    

 


EXHIBIT A


 


IRONPLANET HOLDINGS, INC.


 


2015 STOCK PLAN


 


EXERCISE AGREEMENT


 


This Exercise Agreement
(this “Agreement”) is made as of _______________, by and between IronPlanet Holdings, Inc., a Delaware corporation
(the “Company”), and ____________________ (“Purchaser”). To the extent any capitalized terms
used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2015 Stock Plan (the
“Plan”) and the Option Agreement (as defined below).


 


1.           Exercise
of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to purchase
_____________ shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Plan, the Notice
of Stock Option Grant and the Stock Option Agreement granted __________ (the “Option Agreement”). The purchase
price for the Shares shall be $__________ per Share for a total purchase price of $___________. The term “Shares”
refers to the purchased Shares and all securities received in connection with the Shares pursuant to stock dividends or splits,
all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all
new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership
of the Shares.


 


2.           Time
and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of
the Company simultaneously with the execution and delivery of this Agreement, the payment of the aggregate exercise price by any
method listed in Section 4 of the Option Agreement, and the satisfaction of any applicable tax, withholding, required deductions
or other payments, all in accordance with the provisions of Section 3(b) of the Option Agreement. The Company shall issue
the Shares to Purchaser by entering such Shares in Purchaser’s name as of such date in the books and records of the Company
or, if applicable, a duly authorized transfer agent of the Company, against payment of the exercise price therefor by Purchaser.
The Company will deliver to Purchaser a stock certificate or, in the case of uncertificated securities, upon request, a notice
of issuance, for the Shares as soon as practicable following such date.


 


3.           Limitations
on Transfer. Purchaser acknowledges and agrees that the Shares purchased under this Agreement are subject to (i) the transfer
restrictions set forth in Section 12 of the Plan and (ii) any other limitation or restriction on transfer created by Applicable
Laws. Purchaser shall not assign, encumber or dispose of any interest in the Shares except to the extent permitted by, and in compliance
with, Section 12 of the Plan, Applicable Laws and the provisions below.


 


(a)          Transfer
Restrictions; Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (either being
sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift
or operation of law), the Company shall first have the right to approve such sale or transfer, in full or in part, and shall then
have the right to purchase all or any part of the Shares proposed to be sold or transferred, in each case, in its sole and absolute
discretion (the “Right of First Refusal”). If the Holder would like to sell or transfer any Shares, the Holder
must provide the Company or its assignee(s) with a Notice (as defined below) requesting approval to sell or transfer the Shares
and offering the Company or its assignee(s) a Right of First Refusal on the terms and conditions set forth in this Section 3(a).
The Company may either (1) exercise its Right of First Refusal in full or in part and purchase such Shares pursuant to this
Section 3(a), (2) decline to exercise its Right of First Refusal in full or in part and permit the sale or transfer of such
Shares to the Proposed Transferee (as defined below) in full or in part, or (3) decline to exercise its Right of First Refusal
in full or in part and decline the request to sell or transfer the Shares in full or in part.


 


(i)          Notice
of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”)
stating: (A) the Holder’s desire to sell or otherwise transfer such Shares; (B) the name of each proposed purchaser
or other transferee (“Proposed Transferee”); (C) the number of Shares to be sold or transferred to each
Proposed Transferee; (D) the terms and conditions of each proposed sale or transfer, including (without limitation) the purchase
price for such Shares (the “Purchase Price”); and (E) the Holder’s offer to the Company or its assignee(s)
to purchase the Shares at the Purchase Price and upon the same terms (or terms that are no less favorable to the Company).


 




     


     


    

 


(ii)         Exercise
of Right of First Refusal. At any time within 30 days after receipt of the Notice, the Company and/or its assignee(s) shall
deliver a written notice to the Holder indicating whether the Company and/or its assignee(s) elect to permit or reject the proposed
sale or transfer, in full or in part, and/or elect to accept or decline the offer to purchase any or all of the Shares proposed
to be sold or transferred to any one or more of the Proposed Transferees, at the Purchase Price, provided that if the Purchase
Price consists of no legal consideration (as, for example, in the case of a transfer by gift), the purchase price will be the fair
market value of the Shares as determined in good faith by the Company. If the Purchase Price includes consideration other than
cash, the cash equivalent value of the non-cash consideration shall be determined by the Company in good faith.


 


(iii)        Payment.
Payment of the Purchase Price shall be made, at the election of the Company or its assignee(s), in cash (by check), by cancellation
of all or a portion of any outstanding indebtedness, or by any combination thereof within 60 days after receipt of the Notice or
in the manner and at the times set forth in the Notice.


 


(iv)        Holder’s
Right to Transfer. If any of the Shares proposed in the Notice to be sold or transferred to a given Proposed Transferee
are both (A) not purchased by the Company and/or its assignee(s) as provided in this Section 3(a) and (B) approved
by the Company to be sold or transferred, then the Holder may sell or otherwise transfer any such Shares to the applicable Proposed
Transferee at the Purchase Price or at a higher price, provided that such sale or other transfer is consummated within 120 days
after the date of the Notice; provided that any such sale or other transfer is also effected in accordance with the transfer restrictions
set forth in the Plan and any Applicable Laws and the Proposed Transferee agrees in writing that the Plan and the provisions of
the Option Agreement and this Agreement, including this Section 3 and the waiver of statutory information rights in Section 8,
shall continue to apply to the Shares in the hands of such Proposed Transferee. The Company, in consultation with its legal counsel,
may require the Holder to provide an opinion of counsel evidencing compliance with Applicable Laws. If the Shares described in
the Notice are not transferred to the Proposed Transferee within such period, or if the Holder proposes to change the price or
other terms to make them more favorable to the Proposed Transferee, a new Notice shall be given to the Company, and the Company
and/or its assignees shall again have the right to approve such transfer and be offered the Right of First Refusal.


 


(v)         Exception
for Certain Family Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, the transfer
of any or all of the Shares during Holder’s lifetime or on Holder’s death by will or intestacy to Holder’s Immediate
Family or a trust for the benefit of Holder’s Immediate Family shall be exempt from the provisions of this Section 3(a).
“Immediate Family” as used herein shall mean lineal descendant or antecedent, spouse (or spouse’s antecedents),
father, mother, brother or sister (or their descendants), stepchild (or their antecedents or descendants), aunt or uncle (or their
antecedents or descendants), brother-in-law or sister-in-law (or their antecedents or descendants) and shall include adoptive relationships.
In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of the
Plan and the provisions of the Option Agreement and this Agreement, including this Section 3 and Section 8, and there shall
be no further transfer of such Shares except in accordance with the terms of this Section 3 and the Plan.


 


(b)          Company’s
Right to Purchase upon Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer
(including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(v) above) of all or
a portion of the Shares by the record holder thereof, the Company shall have an option to purchase any or all of the Shares transferred
at the Fair Market Value of the Shares on the date of transfer (as determined by the Company in its sole discretion). Upon such
a transfer, the Holder shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall
be provided to the Company for a period of 30 days following receipt by the Company of written notice from the Holder.


 


(c)          Assignment.
The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any holder or holders of capital
stock of the Company or other persons or organizations.


 


(d)          Restrictions
Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest
subject to the Plan and the provisions of the Option Agreement and this Agreement, including, without limitation, Section 7
of the Option Agreement, Sections 3 and 8 of this Agreement and Section 12 of the Plan. Any sale or transfer of the Shares shall
be void unless the provisions of this Agreement are satisfied.


 




    	 	-2-	 



     


    

 


(e)          Termination
of Rights. The transfer restrictions set forth in Section 3(a) above and Section 12 of the Plan, the Right of First Refusal
granted the Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer
granted the Company by Section 3(b) above shall terminate upon (i) the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the
Securities Act (other than a registration statement relating solely to the issuance of Common Stock pursuant to a business combination
or an employee incentive or benefit plan) or (ii) any transfer or conversion of Shares made pursuant to a statutory merger or statutory
consolidation of the Company with or into another corporation or corporations if the common stock of the surviving corporation
or any direct or indirect parent corporation thereof is registered under the Exchange Act. Upon termination of such transfer restrictions,
the Company will remove any stop-transfer notices referred to in Section 6(b) below and related to the restrictions in this
Section 3 and a new stock certificate or, in the case of uncertificated securities, notice of issuance, for the Shares not
repurchased shall be issued, on request, without the legend referred to in Section 6(a)(ii) below and delivered to Holder.


 


(f)           Lock-Up
Agreement. The lock-up provisions set forth in Section 7 of the Option Agreement shall apply to the Shares issued
upon exercise of the Option hereunder and Purchaser reaffirms Purchaser’s obligations set forth therein.


 


4.           Investment
and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following:


 


(a)          Purchaser
is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company
to reach an informed and knowledgeable decision to acquire the Shares. Purchaser is purchasing the Shares for investment for Purchaser’s
own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning
of the Securities Act or under any applicable provision of state law. Purchaser does not have any present intention to transfer
the Shares to any other person or entity.


 


(b)          Purchaser
understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.


 


(c)          Purchaser
further acknowledges and understands that the securities must be held indefinitely unless they are subsequently registered under
the Securities Act or an exemption from such registration is available. Purchaser further acknowledges and understands that the
Company is under no obligation to register the securities.


 


(d)          Purchaser
is familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public
resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate
of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company
provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144, which rule
requires, among other things, that the Company be subject to the reporting requirements of the Exchange Act, that resales of securities
take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances,
that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this Section 4(d),
Purchaser acknowledges and agrees to the restrictions set forth in Section 4(e) below.


 


(e)          Purchaser
further understands that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding
the fact that Rule 144 is not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that
persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144
will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales,
and that such persons and their respective brokers who participate in such transactions do so at their own risk.


 


(f)           Purchaser
represents that Purchaser is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i)
to (viii) under the Securities Act (attached hereto as Annex I).


 




    	 	-3-	 



     


    

 


(g)          Purchaser
understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the
Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.


 


5.           Voting
Provisions. As a condition precedent to entering into this Agreement, at the request of the Company, Purchaser shall become
a party to any voting agreement to which the Company is a party at the time of Purchaser’s execution and delivery of this
Agreement, as such voting agreement may be thereafter amended from time to time (the “Voting Agreement”), by
executing an adoption agreement or counterpart signature page agreeing to be bound by and subject to the terms of the Voting Agreement
and to vote the Shares in the capacity of a “Common Holder” and a “Stockholder,” as such terms may be defined
in the Voting Agreement.


 


6.           Restrictive
Legends and Stop-Transfer Orders.


 


(a)          Legends.
Any stock certificate or, in the case of uncertificated securities, any notice of issuance, for the Shares shall bear the following
legends (as well as any legends required by the Company or applicable state and federal corporate and securities laws):


 


(i)          “THE
SECURITIES REFERENCED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”


 


(ii)         “THE
SECURITIES referenced herein MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS
OF AN AGREEMENT BETWEEN THE Company AND THE stockholder, A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE SECRETARY
OF THE Company at no charge.”


 


(iii)        “THE
TRANSFER OF THE SECURITIES IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE COMPANY’S STOCK PLAN, COPIES OF WHICH
MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. THE COMPANY SHALL NOT REGISTER OR OTHERWISE
RECOGNIZE OR GIVE EFFECT TO ANY PURPORTED TRANSFER OF SECURITIES THAT DOES NOT COMPLY WITH SUCH TRANSFER RESTRICTIONS.”


 


(iv)        Any
legend required by the Voting Agreement, as applicable.


 


(b)          Stop-Transfer
Notices. Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may
issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its
own securities, it may make appropriate notations to the same effect in its own records.


 


(c)          Refusal
to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement or the Plan or (ii) to treat as owner of such Shares or
to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.


 


(d)          Required
Notices. Purchaser acknowledges that the Shares are issued and shall be held subject to all the provisions of this Section
6, the Certificate of Incorporation and the Bylaws of the Company and any amendments thereto, copies of which are on file at the
principal office of the Company. A statement of all of the rights, preferences, privileges and restrictions granted to or imposed
upon the respective classes and/or series of shares of stock of the Company and upon the holders thereof may be obtained by any
stockholder upon request and without charge, at the principal office of the Company, and the Company will furnish any stockholder,
upon request and without charge, a copy of such statement. Purchaser acknowledges that the provisions of this Section 6 shall constitute
the notices required by Sections 151(f) and 202(a) of the Delaware General Corporation Law and the Purchaser hereby expressly waives
the requirement of Section 151(f) of the Delaware General Corporation Law that it receive the written notice provided for in Sections
151(f) and 202(a) of the Delaware General Corporation Law within a reasonable time after the issuance of the Shares.


 




    	 	-4-	 



     


    

 


7.           No
Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or
a parent, subsidiary or affiliate of the Company, to terminate Purchaser’s employment or consulting relationship, for any
reason, with or without cause.


 


8.           Waiver
of Statutory Information Rights. Purchaser acknowledges and understands that, but for the waiver made herein, Purchaser
would be entitled, upon written demand under oath stating the purpose thereof, to inspect for any proper purpose, and to make copies
and extracts from, the Company’s stock ledger, a list of its stockholders, and its other books and records, and the books
and records of subsidiaries of the Company, if any, under the circumstances and in the manner provided in Section 220 of the Delaware
General Corporation Law (any and all such rights, and any and all such other rights of Purchaser as may be provided for in Section
220, the “Inspection Rights”). In light of the foregoing, until the first sale of Common Stock of the Company
to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission
under the Securities Act of 1933, as amended, Purchaser hereby unconditionally and irrevocably waives the Inspection Rights, whether
such Inspection Rights would be exercised or pursued directly or indirectly pursuant to Section 220 or otherwise, and covenants
and agrees never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced
any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights. The foregoing waiver applies
to the Inspection Rights of Purchaser in Purchaser’s capacity as a stockholder and shall not affect any rights of a director,
in his or her capacity as such, under Section 220. The foregoing waiver shall not apply to any contractual inspection rights of
Purchaser under any written agreement with the Company.


 


9.           Miscellaneous.


 


(a)          Governing
Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant
hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the
laws of the state of California, without giving effect to principles of conflicts of law. For purposes of litigating any dispute
that may arise directly or indirectly from this Agreement, the parties hereby submit and consent to the exclusive jurisdiction
of the state of California and agree that any such litigation shall be conducted only in the courts of California or the federal
courts of the United States located in California and no other courts.


 


(b)          Entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter
herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between
them relating to the subject matter hereof.


 


(c)          Amendments
and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall
be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision
of this Agreement shall constitute a waiver of that provision as to that or any other instance.


 


(d)          Successors
and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties
hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this
Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except
with the prior written consent of the Company.


 


(e)          Notices.
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient
when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified
or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the
signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent
address set forth in the Company’s books and records.


 


(f)           Severability.
If one or more provisions of this Agreement are held to be unenforceable under Applicable Law, the parties agree to renegotiate
such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be
interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance
with its terms.


 




    	 	-5-	 



     


    

 


(g)          Construction.
This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


(h)          Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original,
and all of which together shall constitute one and the same agreement. Execution of a facsimile copy will have the same force and
effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.


 


(i)           Electronic
Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices
required by applicable law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means.
Purchaser hereby consents to (i) conduct business electronically (ii) receive such documents and notices by such electronic delivery
and (iii) sign documents electronically and agrees to participate through an on-line or electronic system established and maintained
by the Company or a third party designated by the Company.


 


(j)           California
Corporate Securities Law. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF THE SECURITIES OR THE PAYMENT OR RECEIPT OF ANY
PART OF THE CONSIDERATION THEREFOR PRIOR TO THE QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION
BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY
CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.


 


[Signature Page Follows]


 




    	 	-6-	 



     


    

 


The parties have executed
this Exercise Agreement as of the date first set forth above.


 


 


	 	COMPANY:
	 	 
	 	IRONPLANET
HOLDINGS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PURCHASER:	 
	 	 	 
	 	 
	 	(Signature)	 
	 	 	 
	 	 
	 	(Print Name)	 
	 	 	 
	 	Address:	 
	 	 	 


 


I, ____________________, spouse of ____________________
(“Purchaser”), have read and hereby approve the foregoing Agreement. In consideration of the Company’s
granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be bound irrevocably by the
Agreement and further agree that any community property or other such interest that I may have in the Shares shall hereby be similarly
bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights
under the Agreement.


 





	 	 
	 	Spouse of Purchaser


 




    	 	-7-	 



     


    

 


Annex
I


 


Rule 506(d)(1)(i) to (viii) under the Securities
Act of 1933, as amended


 


(i) Has been convicted, within ten years before
such sale (or five years, in the case of issuers, their predecessors and affiliated issuers), of any felony or misdemeanor:


 


(A) In connection with the purchase
or sale of any security;


(B) Involving the making of any false
filing with the Commission; or


(C) Arising out of the conduct of
the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers
of securities;


 


(ii) Is subject to any order, judgment or decree
of any court of competent jurisdiction, entered within five years before such sale, that, at the time of such sale, restrains or
enjoins such person from engaging or continuing to engage in any conduct or practice:


 


(A) In connection with the purchase
or sale of any security;


(B) Involving the making of any false
filing with the Commission; or


(C) Arising out of the conduct of
the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers
of securities;


 


(iii) Is subject to a final order of a state
securities commission (or an agency or officer of a state performing like functions); a state authority that supervises or examines
banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like
functions); an appropriate federal banking agency; the U.S. Commodity Futures Trading Commission; or the National Credit Union
Administration that:


 


(A) At the time of such sale, bars
the person from:


(1) Association with an entity regulated
by such commission, authority, agency, or officer;


(2) Engaging in the business of securities,
insurance or banking; or


(3) Engaging in savings association
or credit union activities; or


 


(B) Constitutes a final order based
on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within ten years
before such sale;


 


(iv) Is subject to an order of the Commission
entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (15 U.S.C. 78o(b) or 78o-4(c)) or section 203(e)
or (f) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3(e) or (f)) that, at the time of such sale:


 


(A) Suspends or revokes such person’s
registration as a broker, dealer, municipal securities dealer or investment adviser;


(B) Places limitations on the activities,
functions or operations of such person; or


(C)Bars such person from being associated
with any entity or from participating in the offering of any penny stock;


 


(v) Is subject to any order of the Commission
entered within five years before such sale that, at the time of such sale, orders the person to cease and desist from committing
or causing a violation or future violation of:


 


(A) Any scienter-based anti-fraud
provision of the federal securities laws, including without limitation section 17(a)(1) of the Securities Act of 1933 (15 U.S.C.
77q(a)(1)), section 10(b) of the Securities Exchange Act of 1934 (15 U.S.C. 78j(b)) and 17 CFR 240.10b-5, section 15(c)(1) of the
Securities Exchange Act of 1934 (15 U.S.C. 78o(c)(1)) and section 206(1) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-6(1)),
or any other rule or regulation thereunder; or


(B) Section 5 of the Securities Act
of 1933 (15 U.S.C. 77e).


 


(vi) Is suspended or expelled from membership
in, or suspended or barred from association with a member of, a registered national securities exchange or a registered national
or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles
of trade;


 


(vii) Has filed (as a registrant or issuer),
or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the Commission
that, within five years before such sale, was the subject of a refusal order, stop order, or order suspending the Regulation A
exemption, or is, at the time of such sale, the subject of an investigation or proceeding to determine whether a stop order or
suspension order should be issued; or


 





(viii) Is subject to a United States Postal
Service false representation order entered within five years before such sale, or is, at the time of such sale, subject to a temporary
restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute
a scheme or device for obtaining money or property through the mail by means of false representations.