Buyer and Seller Contract (6-21-2024)

A. This agreement ("Contract") is entered into by and between the below signed Company ("Client") and/or Guarantor on the one hand, and L & M NC Holdings, LLC d/b/a Seller 7 VIP, LLC ("Seller 7") on the other hand (collectively, the "Parties") as a contract to buy and sell equipment, merchandise, and other miscellaneous items ("Inventory") on Seller 7's exclusive website, seller7vip.com ("site").

B. Client and Seller 7 agree that the terms and conditions of this Contract shall be those set out hereafter and binding upon the undersigned. Client understands that any transaction that occurs on this site, with Sellers 7's assistance or privately off site through other means is an absolute sale and agrees to fully cooperate with Seller 7 per terms of this Contract. During the term of this Contract, Seller 7 is the exclusive agent and broker for the Client for the listed Inventory as Seller 7 is actively investing in the promotion and consulting services to sell the Inventory.

C. If selling Inventory, Client represents and warrants that the Inventory is completely and accurately described, Client is the owner of record and beneficial owner of the Inventory, and the Inventory is not subject to any claim by any person or to any registered or unregistered charges, liens, taxes, collections, or interests of any nature where applicable. The Client is responsible to report and pay all or any taxes required as a result of the sale.

D. Client agrees to pay Seller 7 a sales commission based on the gross sales price of the piece of the Inventory, or any part thereof as follows: 7% Commission of Final Sales Price for Inventory Item Sold.

E. Seller 7 shall have six months from the date of listing ("term") to sell the Inventory provided by or listed by Client. At the end of this term, Seller 7 will contact Client to discuss extension of the Inventory within the Contract that has been listed for 6 months and / or the listed Inventory will auto-renew for and added 6 months within the Contract terms. Client can remove specific Inventory from this Contract with written notice within fourteen (14) days at the end of each Inventory’s current listing term. Any sales that occur during this or the current term, whether through the site with Sellers 7's assistance or privately off-site through other means, will be subject to the Commission noted in section D of this agreement. In the event Client sells Inventory without proper notice to Seller 7, Client will be responsible for paying owed commissions to Seller 7, as well as any costs associated with Seller 7's efforts to sell the equipment. Seller 7 will provide an invoice to Client detailing the added costs associated with promoting and sales consulting related to the Inventory such as but not limited to Photography, Inspections, Repairs, Title Paperwork and verification services and Transportation.

F. Added costs to not exceed 1.5% of the gross sales amount unless approved by Client. Email confirmation by Client is acceptable to approve added costs above 1.5%.

G. Client agrees to non-circumvent and directly contact Seller 7 buyer and client relationships that Seller 7 introduces to Client during the term of the contract and for a period of two years after the termination of this Contract. Seller 7 has invested significantly in building these relationships and the associated sales consulting and for Client to circumvent Seller 7 for future direct sales on these relationships would cause irreparable harm to Seller 7.

H. If buying Inventory, Client acknowledges that they have read the terms and conditions available on the site: seller7vip.com. Client is responsible for all actions required for retrieval of purchased Inventory and transference of ownership, including but not limited to transportation, storage, title transfers, and registration. Client understands that all Inventory comes as is, where is, and with all faults. Seller 7 will provide a bill of sale to show proof of purchase. Client is responsible for executing all bills of sale provided to them by Seller 7.

I. Consignor payment checks to the Client will be processed no sooner than 5 days and not later than 21 days after the date the sale proceeds for the Inventory item are fully paid by the buyer and received by Seller 7 and have cleared Seller 7’s account. Seller 7 will provide to Client along with the bill of sale the invoice summary showing Seller’s 7% commission and an added costs associated with promoting and sales consulting as defined in section E. Seller 7 will retain the 7% commission and added costs summarized in the bill of sale and invoice. These amounts will be deducted from the consignor payment check.

J. Client and/or Guarantor hereby agree to indemnify, release and hold harmless Seller 7 and its agents, employees, officers, directors, shareholders, attorneys and affiliates against any and all losses, claims, damages, expenses or liabilities whatsoever, joint or several, which may arise out of or in connection with the performance of this Contract, or the performance of Seller 7 in connection with this Contract. This indemnification, release and hold harmless agreement of Client and/or Guarantor shall not apply to any intentionally wrongful acts of Seller 7 or the gross negligence of Seller 7, its agents, employees, officers, directors, shareholders, attorneys and affiliates.

K. Client acknowledges that Seller 7 has not guaranteed the sale of the Inventory. Seller 7 will use its best efforts to represent Client as its exclusive agent and broker to sell the Inventory until the Inventory is sold or the Contract is terminated.

L. Seller 7 can terminate this Contract at any time upon thirty (30) days written notice to Client.

M. Seller 7 is an independent contractor and is acting in this capacity throughout the term of this Contract. Seller 7 is not a general-purpose agent of Client, and Seller 7 and Client disclaim any partnership or joint venture arrangement.

N. Seller 7 may assign or transfer this Contract of any portion of the rights granted herein to any of Seller 7’s parent, subsidiary or affiliated companies (collectively an “affiliate”) or to, any person, firm or corporation which acquires or promotes the Seller 7 site, right to sell Inventory or otherwise exploit same or any rights therein. This Contract will be binding and will inure to the benefit of Client and Seller 7 and respective affiliates, successors and assigns.

O. If any term, provision, or condition of this Contract shall be held to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and this Contract shall be construed as if such invalid, void or unenforceable provision has not been contained herein.

P. This Contract sets forth the entire agreement and understanding between the Parties and cannot be modified, amended, supplemented or rescinded except in writing and executed by the Parties hereto.

Q. The Parties state that they have read the foregoing, that they know its contents and understand its terms and provisions, that they intend to be legally bound by the same, and that they and/or their respective officers have the full right, power and authority to execute this release. Both Parties further state that they have the right to retain counsel to explain their respective rights under this Contract, if they so choose.

R. This Contract may be executed in one or more counterparts, each of which when taken together, shall be deemed to constitute one and the same instrument. Electronic and PDF signatures on this Contract shall be deemed originals for all purposes. The Parties agree that any claim or action brought concerning this Contract shall be brought exclusively in the District Court(s) in Lubbock County, Texas, and agree to forebear from filing a claim in any other county or jurisdiction. The performance and construction of this Contract shall be governed by the laws of the State of Texas.

Wholesaler Contract

Version Dated 6-21-24

A. This agreement (“Contract”) is entered into by and between the below signed Wholesaler (“Client”) and/or Guarantor on the one hand, and L & M NC Holdings, LLC d/b/a Seller 7 VIP, LLC (“Seller 7”) on the other hand (collectively, the “Parties”) as a contract to list equipment, merchandise, and other miscellaneous items (“Inventory”) on Seller 7’s exclusive website, seller7vip.com (“site”).

C. If selling Inventory, Client represents and warrants that the Inventory is completely and accurately described, Client is the owner of record and beneficial owner of the Inventory, and the Inventory is not subject to any claim by any person or to any registered or unregistered charges, liens, taxes, collections, or interests of any nature where applicable. Client is responsible to report and pay all or any taxes required as a result of the sale.

D. Client agrees to pay Seller 7 a sales commission based on the gross sales price of the piece of the Inventory sold on the site, or any part thereof as follows: 7% Commission of Final Sales Price for Inventory Item Sold. This commission= does not apply to sales made directly by Client off-site. Client is responsible for notifying Seller 7 if inventory listed on the site is sold in an off-site sale. Failure to fulfill this obligation will result in a $250 fine to be assessed to Client upon Seller 7’s discovery of inventory being sold. Seller 7 will provide an invoice to Client detailing any added costs associated with promoting and sales consulting related to the Inventory such as but not limited to Photography, Inspections, Repairs, Title Paperwork and verification services and Transportation. Added costs to not exceed 1.5% of the gross sales amount unless approved by Client. Email confirmation by Client is acceptable to approve added costs above 1.5%.

E. Client agrees to non-circumvent and directly contact Seller 7 buyer and client relationships that Seller 7 introduces to Client during the term of the contract and for a period of two years after the termination of this Contract. Seller 7 has invested significantly in building these relationships and the associated sales consulting and for Client to circumvent Seller 7 for future direct sales on these relationships would cause irreparable harm to Seller 7.

F. If buying Inventory, Client acknowledges that they have read the terms and conditions available on the site: seller7vip.com. Client is responsible for all actions required for retrieval of purchased Inventory and transference of ownership, including but not limited to transportation, storage, title transfers, and registration. Client understands that all Inventory comes as is, where is, and with all faults. Seller 7 will provide a bill of sale to show proof of purchase. Client is responsible for executing all bills of sale provided to them by Seller 7.

G. Consignor payment checks to the Client will be processed no sooner than 5 days and not later than 21 days after the date the sale proceeds for the Inventory item are fully paid by the buyer and received by Seller 7 and have cleared Seller 7’s account. Seller 7 will provide to Client along with the bill of sale the invoice summary showing Seller’s 7% commission and added costs associated with promoting and sales consulting as defined in section D. Seller 7 will retain the 7% commission and added costs summarized in the bill of sale and invoice. Theses amount will be deducted from the consignor payment check. Payments will be made to Wholesaler unless otherwise specified in writing prior to the payment being processed. Seller 7 is NOT responsible for confirming this information.

H. Client and/or Guarantor hereby agree to indemnify, release and hold harmless Seller 7 and its agents, employees, officers, directors, shareholders, attorneys and affiliates against any and all losses, claims, damages, expenses or liabilities whatsoever, joint or several, which may arise out of or in connection with the performance of this Contract, or the performance of Seller 7 in connection with this Contract. This indemnification, release and hold harmless agreement of Client and/or Guarantor shall not apply to any intentionally wrongful acts of Seller 7 or the gross negligence of Seller 7, its agents, employees, officers, directors, shareholders, attorneys, and affiliates.

I. Client acknowledges that Seller 7 has not guaranteed the sale of the Inventory. Seller 7 will use its best efforts to represent Client as its agent and broker to sell the Inventory until the Inventory is sold or this Contract is terminated.

J. Seller 7 can terminate this Contract at any time upon thirty (30) days written notice to Client.

K. Seller 7 is an independent contractor and is acting in this capacity throughout the term of this Contract. Seller 7 is not a general-purpose agent of Client. Seller 7 and Client disclaim any partnership or joint venture arrangement.

L. Seller 7 may assign or transfer this Contract of any portion of the rights granted herein to any of Seller 7’s parent, subsidiary or affiliated companies (collectively an “affiliate”) or to, any person, firm or corporation which acquires or promotes the Seller 7 site, right to sell Inventory or otherwise exploit same or any rights therein. This Contract will be binding and will inure to the benefit of Client and Seller 7 and respective affiliates, successors and assigns.

M. If any term, provision or condition of this Contract shall be held to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and this Contract shall be construed as if such invalid, void or unenforceable provision has not been contained herein.

N. This Contract sets forth the entire agreement and understanding between the Parties and cannot be modified, amended, supplemented or rescinded except in writing and executed by the Parties hereto.

O. This Contract may be executed in one or more counterparts, each of which when taken together, shall be deemed to constitute one and the same instrument. Electronic and PDF signatures on this Contract shall be deemed originals for all purposes.

P. The Parties state that they have read the foregoing, that they know its contents and understand its terms and provisions, that they intend to be legally bound by the same, and that they and/or their respective officers have the full right, power and authority to execute this release. Both Parties further state that they have the right to retain counsel to explain their respective rights under this Contract, if they so choose. The Parties agree that any claim or action brought concerning this Contract shall be brought exclusively in the District Court(s) in Lubbock County, Texas, and agree to forebear from filing a claim in any other county or jurisdiction. The performance and construction of this Contract shall be governed by the laws of the State of Texas.