0000950123-10-026056 Sample Contracts

IRONPLANET, INC. February 11, 2010
Employment Agreement • March 18th, 2010 • IronPlanet Inc. • California

On behalf of IronPlanet, Inc., a Delaware corporation (the “Company”), I am pleased to continue your employment with the Company on the terms and conditions set forth in this agreement (the “Agreement”):

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VIA FEDERAL EXPRESS June 14, 2002 Carol Parrella Chief Financial Officer IronPlanet.com, Inc. 4695 Chabot Drive, Suite 200 Pleasanton, CA 94588
Warrant Agreement • March 18th, 2010 • IronPlanet Inc. • California

Re: Series A Preferred Warrant Agreement dated April 19, 2000 (“Warrant Agreement”) issued in conjunction with the Master Lease Agreement dated April 19, 2000, Equipment Schedule Nos. VL-1 and VL-2 dated as of April 19, 2000 by and between Comdisco, Inc. (“Warrantholder”) and lronPlanet.com, Inc. (“Company”)

IRONPLANET, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 18th, 2010 • IronPlanet Inc. • Delaware

This Indemnification Agreement (this “Agreement”) is made as of , by and between IronPlanet, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

IRONPLANET.COM, INC. AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 18th, 2010 • IronPlanet Inc. • California

This Amendment (the “Amendment”) to the Third Amended and Restated Investors’ Rights Agreement dated August 28, 2008 (the “Rights Agreement”) is made and entered into as of June 30, 2009 by and among IronPlanet.com, Inc., a Delaware corporation (the “Company”) and Empire Southwest, LLC (“Empire”). All terms not defined herein shall have the meaning given to them in the Rights Agreement.

IRONPLANET.COM, INC. AMENDMENT TO THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • March 18th, 2010 • IronPlanet Inc. • California

This Amendment (the “Amendment”) to the Third Amended and Restated Investors’ Rights Agreement dated August 28, 2008 (the “Rights Agreement”) is made and entered into as of August 29, 2008 by and among IronPlanet.com, Inc., a Delaware corporation (the “Company”) and Australian Capital Equity (USA), Inc. (“ACE USA”). All terms not defined herein shall have the meaning given to them in the Rights Agreement.

IRONPLANET.COM, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 28, 2008
Investors’ Rights Agreement • March 18th, 2010 • IronPlanet Inc. • California

This Third Amended and Restated Investors’ Rights Agreement (the “Agreement”) is made as of the 28th day of August, 2008, by and among IronPlanet.com, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock set forth on Exhibit A attached hereto (the “Series A Holders”), the holders of the Company’s Series B Preferred Stock set forth on Exhibit A attached hereto (the “Series B Holders”) and the holders of the Company’s Series C Preferred Stock listed on Exhibit A attached hereto (the “Series C Holders” and together with the Series A Holders and Series B Holders, the “Investors”), and Reza Bundy Saadlou, herein referred to as the “Founder.”

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