exv10w15






Exhibit 10.15




PREFERRED PROVIDER AUCTION PROPOSAL

PROPOSAL #40317




This Proposal is between:



IronPlanet, Inc. (“IronPlanet”) headquartered at 4695 Chabot Drive, Suite 102, Pleasanton,
California 95488




	 	 	 

	IronPlanet Authorized Representative:

	 	Mike Rich, Vice President, Sales
	 

	 	 





and the (“Seller”)




	 	 	 

	Company Name:

	 	Komatsu Financial L.P.
	 

	 	 





	 	 	 

	Location:

	 	One Continental Towers, 1701 W. Golf Road, Suite 300, Rolling Meadows, Illinois 60008
	 

	 	 





	 	 	 

	Authorized Representative/Title:

	 	Mr. Tim Tripas, Vice President Operations
	 

	 	 





	 	 	 	 	 	 	 

	Phone #:

	 	(847) 437-3595
	 	Fax #:
	 	(847) 437-7522
	 

	 	 
	 	 	 	 





	 	 	 

	Email Address:
	 	 
	 

	 	 





	 	 	 	 	 

	Date:

	 	February 9, 2010
	 	(“Effective Date”)
	 

	 	 	 	 





Seller agrees that upon the execution of this Proposal, Seller will register and accept IronPlanet’s

standard terms and conditions, located at http://www.ironplanet.com/pop/terms.jsp (the “Website”).




Section I. Offer




1.1 Preferred Provider 





	1.1.1	 	Offer






	 	i.	 	Consignment Rate: IronPlanet is offering a fixed commission
rate of [***]% for
all equipment consigned through IronPlanet’s Featured (unreserved) and Daily
(reserved) Auctions.
	 
	 	 	 	By way of comparison, IronPlanet’s standard published commission rates are
presented below:





Standard Commission Rates




	 	 	 	 	 
	Final Selling Price (per piece)	 	Commission Rate %
	Less than $5,000

	 	 	14	%
	$5,000 to $24,999

	 	 	10	%
	$25,000 and greater

	 	 	8	%







	 	ii.	 	Listing Fee: A Listing Fee is charged for each item of equipment sold
through IronPlanet’s auction channel. This Listing Fee covers the costs of
inspections of Seller’s consigned equipment. A copy of the 2010 Listing Fees is
attached hereto as Exhibit 2 of this Proposal. Seller will be charged the
prevailing listing fee at the time of consignment based on the type of equipment unit
consigned.




[***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.




 









 









	 	iii.	 	Lien Search Fee: If applicable, a Lien Search fee of $35 will be assessed on
each unit of equipment for independent lien searches to verify clear ownership title
and any financial encumbrances on this equipment. As part of our preferred provider
relationship, IronPlanet will waive all lien search fees for Seller. In lieu of such
fees, Seller will warrant that all consigned units are unencumbered. The attached
Exhibit 1 should be used for this purpose. Seller will be responsible for disclosing
their liens when submitting their listing to IronPlanet.
	 
	 	iv.	 	Title Transfer Fee: If applicable, a Title Transfer Fee of $25 for each
title will be deducted from net proceeds of the sale.
	 
	 	v.	 	Make Ready Services: IronPlanet will assist Seller to facilitate make-ready
services on equipment to maximize price realization. Any work order exceeding $1,000
(not including cleaning) will be approved by Seller or the persons in remarketing
authorized to do so by Seller. All make ready services authorized by Seller will be
deducted from the net proceeds of sale.
	 
	 	vi.	 	Term and Termination: The term of this Proposal shall be a two (2) year
period commencing on the Effective Date. If a party elects to terminate this
Proposal, all such rights shall be in accordance with IronPlanet’s terms and
conditions located on the Website.






	1.1.2	 	Payment






	 	i.	 	Method: The cost of the Commissions, Listing, and Title Transfer Fee(s), as
applicable, will be deducted from the net proceeds of a sale.
	 
	 	ii.	 	Timing: Payment shall be made to Seller, by wire transfer approximately
fifteen (15) business days after the equipment is sold in auction.





1.2 Equipment Condition





	1.2.1	 	IronPlanet recommends (however, not required) that all equipment should be in good operating
condition, cleaned, and prepared for inspection and sale by IronPlanet. This may include, but
not limited to, the exterior, interior, and tires.





Section II. Common Terms and Conditions




2.1 Location, Decals, Storage & Records





	2.1.1	 	The equipment shall remain at the Seller’s location or Seller designated location following
inspection by IronPlanet until it is sold at auction.
	 
	2.1.2	 	No equipment storage charges will be levied upon IronPlanet and/or its auction buyers by
Seller for a period of up to thirty (30) business days following finalization of equipment
sale at auction.
	 
	2.1.3	 	If available, copies of the complete maintenance history records for the equipment will be
given to IronPlanet at least two (2) weeks prior to auction.





	 	 	 

	Preferred Provider Proposal

	 	Confidential






(v. 1.0)




Page 2 of 7









 









	2.1.4	 	Before an item can be sold in auction, it is the Seller’s responsibility to ensure that all
items of equipment shall have EPA stickers where required by operation of law and regulation
pertaining to diesel, non-road engines subject to EPA certification and labeling requirements.





2.2 Auction Dates & Opening Bids





	2.2.1	 	IronPlanet reserves the right to set all of the opening bids.
	 
	2.2.2	 	IronPlanet reserves the right to divide the equipment into multiple auctions.





Section III. Responsibilities




3.1 IronPlanet’s Auction Responsibilities





	3.1.1	 	IronPlanet agrees to market Seller’s equipment through various means, which may include
e-mail, industry periodicals, telemarketing and direct mail, incorporating any mailing lists
that Seller may provide.
	 
	3.1.2	 	IronPlanet agrees to provide Seller with a confirmation of sale listing equipment sold after
each auction.
	 
	3.1.3	 	IronPlanet agrees to coordinate the detailed inspections of the equipment to assure
accurate, timely, and detailed inspections.
	 
	3.1.4	 	For purposes of compliance with United States Export Control laws, IronPlanet will not allow
participation from nor allow shipments to any embargoed country or any party on the “Denied
Persons” list as designated by the United States Department of Commerce Bureau of Industry &
Security Office of Exporter Services and United States Department of Treasury Office of
Foreign Assets Controls.





3.2 Seller’s Responsibilities 





	3.2.1	 	Seller agrees to sell the equipment to the highest bidder with no bid-ins, no buy-backs, and
no individual bidding for the Seller.
	 
	3.2.2	 	Seller agrees to allow IronPlanet to divide the equipment into multiple auctions.
	 
	3.2.3	 	Seller agrees to provide free and clear title for all equipment prior to receiving payment.
See Exhibit 1.
	 
	3.2.4	 	For any titled equipment, the Seller will provide IronPlanet with either signed original
titles or a notarized Limited Power of Attorney (“LPOA”) and unsigned original titles two
weeks prior to auction. The LPOA will empower IronPlanet to sign in the name, place and stead
of Seller any Certificates of Ownership issued by the Division of Motor Vehicles of the
covering state. Failure to provide title(s) and/or LPOA will cause the impacted equipment to
be placed on hold and will not be made available for auction until such documentation is
provided.
	 
	3.2.5	 	Seller agrees to maintain insurance on and store machines listed with IronPlanet through the
end of the sale and units have shipped to the buyer via common carrier, or self transported by
the buyer.





	 	 	 

	Preferred Provider Proposal

	 	Confidential






(v. 1.0)




Page 3 of 7









 









	3.2.6	 	Seller agrees to provide access to buyers or common carriers during regular business hours
to retrieve the equipment as the pieces of equipment are sold.
	 
	3.2.7	 	Seller agrees to allow IronPlanet to utilize Seller’s name as a Seller on its Website.




[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



 



 



 






	 	 	 

	Preferred Provider Proposal

	 	Confidential






(v. 1.0)


Page 4 of 7









 








Proposal Acceptance



This Proposal incorporates by reference IronPlanet’s standard terms and conditions which are
located on IronPlanet’s Website, which were read and agreed to by Seller as a condition of
registration. Except as may be otherwise provided herein, IronPlanet’s standard terms and
conditions shall apply to this Proposal.



IronPlanet and Seller hereby agree that a copy of this Proposal, which if transmitted by facsimile
(1-678-586-2305) or electronic mail, shall be binding and have the same force and effect as a
signed original. This Proposal shall be deemed in effect upon signature of both parties below:




Agreed to and Accepted By:




	 	 	 	 	 	 	 	 	 

	Komatsu Financial L.P.	 	 	 	IronPlanet, Inc.
	By:

	 	/s/ Tim Tripas
	 	 
	 	By:
	 	/s/ James Jeter
	 

	 	 
	 	 	 	 	 	 
	 

	 	(signature)
	 	 	 	 	 	(signature)
	 
	 	 	 	 	 	 	 	 
	Print Name:

	 	Tim Tripas
	 	 	 	Print Name:
	 	James Jeter
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	VP of Ops
	 	 	 	Title:
	 	Executive Vice President
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	6/14/2010
	 	 	 	Date:
	 	6/14/2010
	 

	 	 
	 	 	 	 	 	 




This Proposal shall not be copied, reproduced or provided to anyone other than the Seller, or its
Counsel, without prior written consent of IronPlanet. This Proposal is a confidential
communication between IronPlanet and Seller. IronPlanet has a bond (#70259768) on file with the
Secretary of State, California.




	 	 	 	 	 	 	 	 	 	 	 

	Select Seller Payment Instructions:

	 	o
	 	Company Check
	 	 	 	o
	 	Wire Transfer






	 	 	 	 	 

	If Wire Transfer, instructions:

	 	Beneficiary Name:	 	 
	 

	 	 	 	 
	 

	 	Beneficiary Acct. No.:	 	 
	 

	 	 	 	 
	 

	 	Bank Name:	 	 
	 

	 	 	 	 
	 

	 	Bank Location:	 	 
	 

	 	 	 	 
	 

	 	Bank (ABA) Routing No.:	 	 
	 

	 	 	 	 





	 	 	 

	Preferred Provider Proposal

	 	Confidential






(v. 1.0)





Page 5 of 7









 








Exhibit 1

Certification of Lien and Encumbrances



With the signature of this document, the signatory for Komatsu Financial L.P. (“Seller”)
certifies that all equipment listed with IronPlanet (“IronPlanet”) is or shall be free of all liens
and encumbrances prior to being placed in auction by IronPlanet and/or authorize IronPlanet to
remit auction proceeds as might otherwise accrue to the benefit of Seller to such lien holder(s).



If there are liens and they are not removed prior to auction, IronPlanet will pay any
proceeds from auction directly to the lien holder or holders in the case of multiple or
blanket liens.



IronPlanet will contact the lien holder and request a lien removal upon payment of outstanding
balance. Please be advised that IronPlanet will pay off the liens up to the amount received from
the auction sale. If additional payments are required to satisfy the lien, Seller agrees to be
responsible for the prompt payment of any remaining lien balances.




By and for Komatsu Financial L.P:




	 	 	 	 	 

	By:

	 	/s/ Tim Tripas
	 	 
	 

	 	 	 	 
	 

	 	(Signature)	 	 
	 
	 	 	 	 
	Title:

	 	VP of Ops	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Date:

	 	6/14/2010	 	 
	 

	 	 	 	 





NAMES of Potential Lien Holders (Name, Address, Phone #)





	 	1.	 	  

	 
	 	2.	 	  

	 
	 	3.	 	  

	 
	 	4.	 	  






	 	 	 

	Preferred Provider Proposal

	 	Confidential






(v. 1.0)





Page 6 of 7









 













     This
ADDENDUM is effective the 15th day of June, 2011, between IronPlanet, Inc., with its
principal place of business at 4695 Chabot Drive, Suite 102, Pleasanton, CA 94588 (“IronPlanet”)
and Komatsu Financial L.P., with its principal place of business at One Continental Towers, 1701 W.
Golf Road, Suite 300, Rolling Meadows, IL 60008 (“Komatsu”).



WITNESSETH:




     WHEREAS, IronPlanet and Komatsu are parties to a Preferred Provider Auction Proposal, Proposal
#40317, dated February 9, 2010 (the “Agreement”), and the parties desire to amend such Agreement as
follows:




	 	1.	 	Section 1.1.1(ii) shall be amended and restated in its entirety to read as
follows:






	 	“ii.	 	Listing Fee: A Listing Fee is charged for each item of equipment sold
through IronPlanet’s auction channel. This Listing Fee covers the costs of
inspections of Seller’s consigned equipment. Seller will be charged the prevailing
listing fee at the time of consignment based on the type of equipment consigned.”





     All terms and conditions of the Agreement not expressly amended by this Addendum remain in
full force and effect.



     This Addendum has been executed by the parties hereto through their duly authorized officers
on the date(s) set forth below.



	 	 	 	 	 	 	 	 

	Komatsu Financial L.P.
 	 	IronPlanet, Inc.
	By:

	 	 /s/ Tim Tripas 	 	By:	 	/s/ Michael J. O’Donnell 
	 

	 	 
	 	 	 	 
	 

	 	(signature)
	 	 	 	(signature)
	 

	 	Print Name: Tim Tripas 

	 	 	 	Print Name: Michael J. O’Donnell 

	 

	 	Title: VP of Ops 

	 	 	 	Title: CFO 

	 

	 	Date: 6/15/11 

	 	 	 	Date: 6/17/11 









Page 7 of 7