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CONDITIONS OF BUSINESS FOR SELLERS AT AUCTION

 

1. Defined Terms

 

In this agreement, “we”, “us” and “our” refers to Paraqon Group Limited and “you” and “your” refer to the individual, corporation or other entity whose name appears at the top of Part A. If there is more than one consignor, “you” and “your” refer to all consignors; if the
consignor is an agent acting on behalf of a principal, “you” and “your” refer to both principal and agent.

If there is more than one consignor consigning the Property under this agreement, each consignor, including any co-owner, jointly and
severally assumes the consignor’s obligations and liabilities under this agreement. If you are an agent acting on behalf of a principal, you
and your principal are bound by the terms of this agreement and jointly and severally assume all obligations, liabilities, representations,
warranties and indemnities set out in this agreement.

The following capitalized words will have the specific meaning shown here:

Paraqon Group Limited: the limited company incorporated in Hong Kong with registered address at Unit 2102B, The Centrium, 60
Wyndham Streed, Central, Hong Kong (“Paraqon”)

Authenticity Guarantee: the guarantee we provide as principal to the Buyer in relation to a purchased lot, as set out in the Conditions of
Business for Buyers.

Buyer: the buyer of record of an item of Property.

Buyer’s Premium: for auction items, the premium the Buyer must pay. The Buyer’s Premium rate, which is a percentage of the Hammer
Price, is set out in the Conditions of Business for Buyers.

Conditions of Business for Buyers: for auction items, the terms and conditions for the Buyer and bidders that are applicable to the sale in
which the Property will be offered, which will be set out on our website in advance of the sale in which the Property is scheduled to be
offered, and as amended by any announcement or posted notices. In relation to a sale, where applicable, any reference by us to “Conditions
of Sale” should be understood to mean the Conditions of Business for Buyers.

Guarantee Line: for each item is set out on the respective item page in the online catalogue on our website, and where applicable, in the
Guarantee Line schedule in the hardcopy catalogue (if any).

Hammer Price: for auction items sold, the last price accepted for the item by the auctioneer or acknowledged by our online platform, or in
the case of a post-auction sale, the agreed sale price. The Hammer Price is subject to any applicable VAT.

Listing Period: the time period for which we will list the Property on our sale platform The Listing Period commences when the listing
becomes live on the platform and ends on the earlier of when the Property is sold or the expiration of the period.

Listing Price: for buy-now items, the asking price for the Property, which includes the initial Listing Price and any reduced Listing Price
during the Listing Period.

Overhead Premium: for auction items, the fee the Buyer must pay as an allocation of overhead costs relating to our facilities and other
administrative expenses. The Overhead Premium rate, which is a percentage of the Hammer Price, is set out in the Conditions of Business
for Buyers.

Property: an item of property consigned by you under this agreement and listed in the Property Schedule in Part B. Where more than one
item of property is consigned, references to “Property” in this agreement will mean with respect to each item of Property.

Purchase Price: for auction items, the Hammer Price plus the Buyer’s Premium, Overhead Premium, and/or sales or use tax, and any
applicable artist resale right royalty payable by the Buyer on qualifying Property. For buy-now items, the final price we collect from the
Buyer, including any applicable VAT and/or sales or use tax, and any applicable artist resale right royalty payable by the Buyer on
qualifying Property.

Referenced Content: the metadata, content, digital asset and/or physical item, if any.

Reserve: for auction items, the confidential minimum price agreed with you at which the Property can be sold. Where more than one item
of property is consigned, references to “Reserve” in this agreement will mean with respect to each item of Property.

Sale Costs: the costs related to this consignment, plus any applicable VAT.

Seller’s Commission: for auction items, the amount we will charge you as a commission, which we will retain for our account. Seller’s
Commission is subject to any applicable VAT.

 

2. Consignment

 

(a) You retain us as your exclusive agent to offer the Property for sale on the terms set out in this agreement. While we are your exclusive
agent, you may not offer or attempt to offer the Property for sale other than pursuant to the terms of this agreement.

(b) For this consignment, we will determine (i) the cataloguing and other descriptions of the Property, (ii) the grouping of items of
Property in each lot or parcel (iii) the date(s) and location(s) of the sale(s), (iv) the marketing and promotion of the Property, unless
specifically agreed with us in writing, (v) the manner of conducting the sale(s) (including setting the starting bid), and (vi) whether
Property will be offered for sale as a “Premium Lot,” which may require additional information from prospective bidders as set out in the
Conditions of Business for Buyers. We may (though we have no duty to), before and after the sale(s), consult an expert or experts and
conduct due diligence and research in relation to the Property or its provenance.

(c) If we have not inspected the Property in person prior to execution of this agreement, we may modify or cancel this agreement upon our
in-person inspection of the Property if it is not satisfactory to us.

(d) We may from time to time decide to change the sale or platform in which we will offer the Property for sale (including but not limited
to from a live auction to a timed auction). In any such case, we will notify you of the new sale and/or sale platform and provide the details
and terms relevant to the new sale and/or platform. Unless you object in writing by the earlier of (i) seven days of our such notice to you,
or (ii) one day prior to the start of the relevant sale, the Property Schedule will be deemed amended, we will offer the Property in the new
sale and/or on the new platform, and the sale of the Property will be subject to the Conditions of Business for Buyers applicable to the
relevant sale or platform. However, you will not have the right to object to a change if such change is due to a Force Majeure Event, in
which case Condition 20(b) shall apply.


3. Estimates and Reserves

 

(a) Any oral or written pre-sale estimates or Listing Price(s) are our non-binding opinion only. Estimates and Listing Prices are not to be
relied upon as a prediction of the selling price or value of the Property. We may revise estimates from time to time prior to the sale in our
sole discretion.

(b) The Reserve will be the amount shown on the Property Schedule or, if it is not shown there, 60% of the low estimate (which may be
rounded up to the next applicable increment in the case of a timed auction), unless otherwise agreed with you prior to the sale. The
Reserve cannot be higher than the final low estimate.

(c) Property offered without a Reserve will be identified as such on the Property Schedule, and in the online listing and sale catalogue or
in a salesroom announcement. You acknowledge that any Property that will be offered for sale without a Reserve might sell for a price
much lower than its low estimate.

(d) We will not be liable if bidding does not reach the Reserve. In any such case, however, we may sell the Property at a price below the
Reserve provided we pay you the Net Sale Proceeds you would have been entitled to receive had the Property sold at the Reserve.
 

4. Consignor Bidding

 

You may not bid on the Property or permit any other person to do so on your behalf (other than to the extent we may bid on your behalf up
to but not including the Reserve). If you do so, we may (i) regard you as the Buyer, but without the benefit of the Authenticity Guarantee,
(ii) disregard and cancel any of your bids and/or (iii) pursue other remedies, including reselling the Property without a Reserve and/or
charging you the Seller’s Commission, Sale Costs, Buyer’s Premium, Overhead Premium and any applicable artist resale right royalty
payable by the Buyer on qualifying Property.

 

5. Representations and Warranties

 

You represent and warrant to us and to each Buyer that at all relevant times (including at the time of consignment and at the time of sale of
the Property):

(a) you have sole, complete and lawful right, title and interest in the Property; or, if you are acting as an agent, your principal has sole,
complete and lawful right, title and interest in the Property, and you are properly authorized by your principal to sell the Property on these
terms;

(b) there are no claims or potential claims, legal proceedings, liens, security interests, encumbrances or other restrictions on or regarding
the Property, and you have no knowledge of any facts or circumstances that might give rise to any claims in connection with the Property;

(c) good and marketable title to and right to possession of the Property will pass to the Buyer free from any third- party rights, liens,
security interests, claims or potential claims, restrictions or encumbrances;

(d) you have fully disclosed to us all information (including documents) known to you or in your possession that might affect the sale or
value of the Property, including but not limited to information concerning the Property’s condition (including any damage or restoration),
provenance, ownership, authenticity, attribution, authorship, origin, date, age, period, culture, source, and export or import history, and the
existence of any endangered or protected species in the Property, as applicable, and you shall continue to disclose any such information
that becomes known to you up to and including the date on which the Property is;

(e) if the Property has been imported into the country in which it is located, it was lawfully imported, required declarations were made,
any duties and taxes were paid, and it was lawfully and permanently exported from the country or jurisdiction in which it had been
located;

(f) you have notified us in writing of any taxes and/or duties that are payable by us on your behalf in any country other than the country of
the applicable sale location;

(g) any images and descriptions of the Property and Referenced Content, if applicable, you provide to us do not infringe any third-party
rights; and unless you advise us in writing to the contrary at the time of consignment, you are not aware of any restrictions on our right to
reproduce or use photographs, images or videos of the Property produced by us to the extent permitted by applicable law;

(h) unless you advise us in writing to the contrary at the time of consignment, any electrical or mechanical goods or components are in a
safe operating condition if reasonably used for the purpose for which they were designed, and are free from any defect not obvious on
external inspection which could prove dangerous to human life or health;

(i) your performance under this agreement has not and will not violate any applicable law, regulation or code in any jurisdiction;

(j) your consignment of the Property for sale does not facilitate tax crimes;

(k) you have no knowledge or reason to suspect that (i) the Property is connected with the proceeds of criminal activity, or (ii) you, or any
co-owner(s) or principal(s) (or, if you are an entity, any person(s) or entity(ies) with a beneficial or ownership interest in you), are under
investigation, charged with, or convicted of any substantive or predicate money laundering or economic sanctions crime, terrorist activity,
tax evasion or act in violation of any applicable anti-bribery or anti-corruption law;

(l) you (and your principal, if applicable) are not, nor are you or your principal (if applicable) owned, controlled, or acting on behalf of, an
entity or individual that is: (i) the subject of economic sanctions, embargoes or other trade restrictions in any jurisdiction, including those
administered and enforced by the United States, European Union, United Kingdom, United Nations Security Council, or other applicable
sanctions authority (collectively, “Sanctions”), or (ii) located, organized, or resident in a country or territory that is the subject of
Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Syria, Russian Federation and Belarus) (collectively,
“Sanctioned Jurisdictions”); and you will not transfer the Net Sale Proceeds to, or use them for the benefit of, anyone that is the subject of
Sanctions or located, organized, or resident in a Sanctioned Jurisdiction;

(m) if you are acting as agent on behalf of a principal, you have disclosed to us the identity of your principal and have taken steps
reasonably designed to ensure compliance with Sanctions, anti-money laundering, anti-terrorism, and anti-bribery or anti-corruption laws,
including but not limited to, conducting appropriate due diligence on your principal, and all commissions payable to you for this
consignment have been authorized by your principal; and

(n) you have full legal authority without any further action or other party’s consent to enter into and perform this agreement and to give
these representations and warranties; if you are an entity, the individual signing on your behalf is authorized to do so and the entity is duly
incorporated or formed, validly existing and in good standing in the jurisdiction where it is incorporated or formed.

 

6. Indemnity

 

You shall indemnify and hold us, Paraqon Group Limited, our respective officers and employees, and the Buyer harmless against any and
all claims, causes of action, liabilities, damages, losses, and expenses (including but not limited to reasonable attorneys’ fees), arising out
of or in connection with an inaccuracy, incompleteness or breach of any of your representations or warranties or breach of your obligations
under this agreement.
 

7. Our Loss or Damage Liability

 

(a) If any Property will be in our custody or control, this Condition 7 will apply with regard to such Property. Subject to Condition 7(b)
and unless otherwise agreed with us in writing in accordance with Condition 8, we assume liability for loss or damage to the Property,
commencing from when we or our designated agent receive the Property and ceasing (i) for sold Property, when risk passes to the Buyer
following its sale; (ii) for unsold Property, on the earlier of 60 days after the sale in which it was offered or when the Property is released
to you; or (iii) six months after our receipt of the Property if it is not consigned for sale.

(b) We will not be liable for any loss or damage (i) occurring during any process undertaken by independent contractors engaged with your
consent, including but not limited to for restoration, mounting or cleaning; (ii) caused to frames or other flat works; (iii) caused by
changes in humidity or temperature (as long as we take reasonable care in handling the Property), normal wear and tear, gradual
deterioration or inherent vice or defect (including woodworm), war, any act or acts of terrorism (as defined by our insurers), nuclear
fission, radioactive contamination, or chemical, bio-chemical or electromagnetic weapons.

(c) If any loss or damage occurs to the Property during the period identified in Condition 7(a), we will determine the extent of depreciation
to the Property, if any, caused by the loss or damage, and our liability to compensate you in respect of that loss will be limited to the
Property Value, less the Seller’s Commission and Sale Costs payable by you, if any. For the purposes of Condition 7, the “Property Value”
will mean the amount equal to: (i) for sold Property, the Hammer Price, (ii) for unsold Property, the Reserve, or (iii) for Property not yet
offered for sale, the mid-estimate.

(d) If, in our reasonable opinion, the loss or damage to the Property results in a depreciation of the Property of less than 50%, we will pay
you the amount of depreciation and offer the Property for sale or, at your request, return it to you, subject to Condition 16. If, in our
reasonable opinion, the loss or damage to the Property results in a depreciation of the Property of 50% or more, we will pay you the
Property Value, less the Seller’s Commission and Sale Costs payable by you, if any, and all title, interest and rights to the Property will
pass to us.

(e) If you disagree with our opinion as to the depreciation of the Property, we will solicit an appraisal from an independent expert
recognized in the relevant field whose selection you approve, such approval not to be unreasonably withheld. You and we agree that such
appraisal will be the final determination.

(f) Upon your receipt of payment from us in accordance with this Condition 7, you, on your own behalf and on behalf of your insurer(s),
irrevocably release us from all liability for loss or damage to such Property and irrevocably waive all rights and claims that you might
have against us in connection with the same.
 

8. Seller’s Loss or Damage Liability

 

(a) If you do not wish for us to assume liability for loss or damage to the Property that will be in our custody or control as set out in
Condition 7 above, you and we must agree to do so in accordance with Part A of this agreement or otherwise in writing. In any such case,
you shall maintain an insurance for the Property covering the period when the
Property is in our custody or control until the Buyer has paid the Purchase Price in full. You also agree to: (i) provide us with a certificate
of insurance for the Property and a waiver of subrogation by your insurer of all rights and claims that you might have against us, each in a
form satisfactory to us; (ii) indemnify and hold us harmless against all claims, causes of action, losses and liabilities, including reasonable
attorneys’ fees, arising from loss or damage to the Property; (iii) notify your insurer of the terms of the indemnity set out in (ii) above; and
(iv) irrevocably waive all rights and claims that you might have against us, Paraqon Group Limited, our and their respective officers and
employees, and our agents or warehouses in connection with or arising out of such loss or damage, except where the loss or damage was
caused by our gross negligence or wilful misconduct. If you fail to comply with this Condition 8(a) within ten days of our receipt of the
Property, we will assume liability for loss or damage to the Property in accordance with Condition 7 from the following day, but our
liability will be limited to the excess (if any) of (A) the amount set out in Condition 7(c) over (B) any amount payable to you under your
own insurance plus any applicable deductible.
 

9. Withdrawal

 

(a) We may, in our sole discretion, withdraw any Property from sale if we reasonably determine there are serious grounds for concern (i) as
to the Property’s authenticity or attribution, (ii) any of your representations or warranties are inaccurate, incomplete or breached, (iii) you
have materially breached any other provision of this agreement, (iv) the Property suffers loss or damage and is not in the condition in
which it was when we agreed to offer it for sale, (v) the Property requires but lacks the appropriate Convention on International Trade in
Endangered Species license or exemption, or (vi) the sale has subjected or might subject us or you to liability or material damage to our
reputation or brand.

(b) If you withdraw any Property from sale after you sign this agreement, you agree to pay the Withdrawal Fee, as defined in Condition
9(c). You may not, however, withdraw any Property from sale once the Reserve for the Property has been met.

(c) The “Withdrawal Fee” is the sum of the Seller’s Commission as set out in Part A, in addition to Buyer’s Premium and Overhead
Premium, each at the rates current when the Property was consigned and in each case, calculated as if the withdrawn Property had sold at
the mid-estimate, plus any Sale Costs we incurred prior to the withdrawal of the Property. You agree that the Withdrawal Fee is a
reasonable estimate of the damage to us that would result from withdrawal of the Property.

(d) If Property is withdrawn from sale pursuant to Condition 9(a)(ii), 9(a)(iii) or 9(b), we will charge you the Withdrawal Fee. If Property
is withdrawn pursuant to Condition 9(a)(v) or 9(a)(vi), we shall charge you the Withdrawal Fee if you failed to disclose to us prior to the
sale facts or circumstances material to our determination. We will not charge you the Withdrawal Fee if Property is withdrawn pursuant to
Condition 9(a)(i) or 9(a)(iv).

(e) Subject to Condition 16, in the event that you are liable to pay us the Withdrawal Fee, you shall promptly pay us within [7] days from
the date of our request, and upon our receipt of the Withdrawal Fee (unless otherwise agreed with you), we will withdraw the Property
from sale and, if applicable, return the same to you at your expenses,. We will determine the timing and content of any announcement
regarding any withdrawal of Property, provided that such announcement will not disparage you.
 

10. Collection And Delivery Of Purchases

 

(a) The provisions of this Condition 10(a) apply to all Lots:
(i) The Buyer is obliged to arrange collection of purchased Lots no later than 30 calendar days after the date of sale, or if applicable,
within the time stipulated in the relevant sale information available on our website.
(ii) All packing and handling are at the Buyer's risk. We will not be liable for any acts or omissions of third- party packers or shippers.
(iii) If you request PARAQON to assist with shipping purchased Lots to you, we will include a shipping quote outlining the Buyer’s
shipping costs (the “Buyer’s Shipping Quote”). For international Buyers, the Buyer’s Shipping Quote will be exclusive of any taxes or
duties, and it is your responsibility to ascertain and pay all international duties, custom charges, taxes, charges and tariffs owed to the
appropriate government entity or that otherwise need to be paid prior to shipment and/or delivery including any third-party charges
necessary to facilitate shipment. Once you have accepted the Buyer’s Shipping Quote and we have received in full the Purchase Price,
applicable Buyer’s Expenses and you have paid in full the amount stated in the Buyer’s Shipping Quote by the payment deadline, we will
arrange shipment of the Lot to you to the address you provided on your account following conclusion of the sale. Purchased Lots cannot be
delivered to P.O. boxes, and we are unable to arrange delivery to those locations specified as excluded zones in the shipping costs
calculator that is available on the Online Platform. If you request delivery of a Lot to any such destination, we reserve the right to require
you to collect the Lot from us or to arrange delivery of the Lot by a third-party carrier.
(iv) If the Buyer pays the Purchase Price and Buyer's Expenses but fails to collect a Lot within 30 calendar days of the conclusion of the
auction, we will store the Lot at the Buyer's expense and risk at our premises or with a third party.
(v) If a purchased Lot is not collected within two years of the auction, the Buyer authorizes us, having given 30 days’ written notice to the
Buyer at their address or email address last notified to PARAQON, to arrange a resale of the Lot by auction or private sale (at PARAQON
GROUP LIMITED or elsewhere), with estimates and reserves at our discretion (including without reserve). Any such sale conducted by a
PARAQON GROUP LIMITED will be conducted under the standard Conditions of Business for Sellers and the Conditions of Business for
Buyers, if any, applicable to the relevant sale. If the Lot sells, we will be entitled to deduct and retain from the sale proceeds our standard
Buyer’s Premium, Overhead Premium (as applicable), and our seller’s commission (as applicable), and any other costs we incur in selling
the Lot, and any balance of the sale proceeds will be payable to the Buyer. If the Buyer fails to collect the balance of the sale proceeds
within five years of the sale, then such proceeds will be forfeited by the Buyer and we shall have the right to retain such balance for our
own account.
 

11. Unsold Property

 

(a) If the Property remains unsold after post-auction sales set out in Condition 10 or the expiration of the Listing Period, as applicable, we
will notify you. In such case, we may agree with you that the unsold Property will be offered for sale again or you may collect it, if
applicable.

(b) For unsold Property in our custody or control, if after 45 days of the sale we do not agree to reoffer the Property for sale and you
neither collect it nor instruct us to arrange return shipment at your cost and risk, we may (i) return it to you at your cost and risk, (ii) sell it
through Paraqon Group Limited or elsewhere, with estimates and reserves at our discretion (including without reserve), (iii) store it at
your risk and expense, for which we will charge you our standard storage fees applicable at the relevant time and place, or (iv) store it at a
third-party warehouse, at your risk and expense.

(c) If we decide to offer the Property for sale pursuant to Condition 11(b)(ii), we will be entitled to sell such Property after 30 days’ notice
to you. If the Property sells, we will be entitled to deduct from the sale proceeds the Seller’s Commission and Sale Costs payable by you in
accordance with Part A and Part B, if any, and any other costs we incur in selling the Property, and any excess will be remitted to you. Any
such sale conducted by Paraqon Group Limited will be conducted under the Conditions of Business for Buyers applicable to the relevant
sale.
 

12. Payment f rom the Buyer

 

(a) For Property sold in an auction, you authorize us to charge the Buyer and to retain for our own account the Buyer’s Premium and
Overhead Premium.

(b) For Property sold, title to the Property will transfer to the Buyer upon our receipt of the Purchase Price in full and in cleared funds
from the Buyer.

(c) We have no obligation to enforce payment by the Buyer. We will use commercially reasonable endeavors to collect payment from the
Buyer, but we will not be required to commence legal proceedings. If we charge the Buyer interest for late payment, you authorize us to
retain such interest for our own account. We will take reasonable steps to inform you of any action being taken against the Buyer and
consider your views.

(d) If we pay you any portion of the Net Sale Proceeds for which we have not collected payment from the Buyer, simultaneously with such
payment, you hereby assign to us all rights you might have against such Buyer to the extent of such payment.

(e) If the Buyer fails to pay the Purchase Price in full and in cleared funds when due, we may, in our sole discretion, take and enforce any
of the remedies set out in the Conditions of Business for Buyers, including cancelling the sale and returning the Property to you, if
applicable. Alternatively, if we agree to remit to you an amount equal to the Net Sale Proceeds, ownership of the Property will pass to us,
you shall have no right, title or interest in the Property, we will have full discretion as to the disposition of the Property, all your
representations, warranties and indemnity shall apply to us as the transferee of the Property, and we shall be entitled to enforce the rights
of rescission set out in these Conditions of Business.

(f) If you take any action against the Buyer to enforce payment of the amount due to you, you will take reasonable steps to keep us
informed. If you recover any funds from the Buyer, you agree to remit to us from such funds our share of the sale proceeds remaining, if
any, after you first recover your costs (including reasonable attorneys’ fees) incurred in collecting from the Buyer and the Net Sale
Proceeds that were due to you.


13. Payment to You

 

(a) Payment will be made only to you in accordance with the payment instructions you have provided in Exhibit A or that you will provide
in the form of Exhibit A, as the case may be, provided that (i) you have satisfied our Know Your Client requirements, (ii) we are not aware
of any circumstances that might give rise to rescission pursuant to Condition 15, (iii) if applicable, the Buyer has not exercised the
Consumer Cancellation Right as set out in Condition 14, and (iv) if applicable, you have provided the required information under
Condition 18. Further, with respect to any Property sold in the United Kingdom, the European Union or Switzerland, in circumstances
where the Consumer Cancellation Right applies, settlement of the Net Sale Proceeds will be on the later of the Settlement Date or upon the
expiration of the Consumer Cancellation Period as defined in Condition 14(a). If you request payment in a currency other than the
currency of the sale, we will convert the Net Sale Proceeds into the currency of your choice (but not including cryptocurrencies) based on
the exchange rate quoted by a financial entity designated by us on the date on which we pay you.

(b) If payment will be made to you in cryptocurrency, you represent and warrant the following: (i) you own the digital wallet used to
receive payment; (ii) the digital wallet or account is not directly or indirectly hosted, operated, or otherwise controlled by anyone that is
the subject of Sanctions or located, resident, or organized in a Sanctioned Jurisdiction. You agree to provide documentation reasonably
requested to confirm that you own the wallet used to receive payment.

(c) If we do not receive your signed payment instructions in the form attached as Exhibit A, we will use the payment instructions we
receive from you either in a mutually agreed upon manner or in a customary form of communication between you and us. You irrevocably
release us from and waive all claims that you might have against us for any loss or damage you sustain due to our reliance upon your
payment instructions, except where the loss or damage was caused by our gross negligence or wilful misconduct.

(d) If we have custody of the Property and release it to the Buyer before our receipt of the Purchase Price in full, we will pay you the Net
Sale Proceeds, regardless of whether we have collected payment in full from the Buyer, as follows: (i) if no extended payment terms have
been granted to the Buyer, on the later of 45 days after the sale or within five business days of our release of the Property, or (ii) if
extended payment terms have been granted to the Buyer, the portion of the Net Sale Proceeds corresponding to each payment instalment
will be paid on the later of the relevant instalment payment date or within five business days of our release of the Property. Where we pay
you the Net Sale Proceeds before we are paid in full by the Buyer, ownership of the Property will pass to us, you shall have no right, title
or interest in the Property, we will have full discretion as to the disposition of the Property, all your representations, warranties and
indemnity shall apply to us as the transferee of the Property, and we shall be entitled to enforce the rights of rescission set out in these
Conditions of Business.

 

14. Consumer Cancellation

 

(a) If a Buyer in a timed auction or any other distance sale is a Buyer acting for purposes that are wholly or mainly outside the Buyer’s
trade, business, craft or profession (a “Consumer”) who habitually resides in the European Union or United Kingdom and you are or,
where you are acting as agent, the owner of the Property is, a “trader” (namely someone acting for purposes relating to their trade,
business, craft or profession, whether acting personally or through another person acting in the trader’s name or on the trader’s behalf (a
“Trader”)), then the Buyer has the right to cancel the online purchase of goods (the “Consumer Cancellation Right”) during the period of
14 calendar days after the Buyer or their designated agent (other than the carrier) acquires physical possession of the Property (the
“Consumer Cancellation Period”).

(b) If the Buyer exercises the Consumer Cancellation Right, we will notify you and cancel the sale of the Property. Within ten days of your
receipt of our written notice to you, you shall return to us any Net Sale Proceeds we paid to you for such Property plus all costs (including
reasonable attorney’s fees and standard delivery charges, if applicable) we incur in connection with cancelling the sale and enforcing this
provision. Upon our receipt of such payment, we will return such Property to you at your expense, subject to Condition 16, unless we are
not able to return the Property due to reasons beyond our control.

 

15. Rescission

 

We may, in our sole discretion, rescind the sale of the Property if we reasonably determine there are serious grounds for concern that (a)
the Guarantee Line is incorrect or the Property is a “counterfeit” (in each case as defined in the relevant Authenticity Guarantee provided
to the Buyer), (b) any of your representations or warranties are inaccurate, incomplete or breached, (c) any of the Buyer’s representations
or warranties are inaccurate, incomplete or breached, or (d) the sale has subjected or might subject us or you to liability. In any such case,
we will provide you, as reasonably in advance of our determination as circumstances permit, with the basis for our proposed determination
(unless we are restricted from doing so on legal or regulatory grounds) and will give due consideration to any matters you wish to raise.
Within ten days of your receipt of our written notice to you of a rescission having occurred, you shall return to us the Net Sale Proceeds
we paid to you for such Property plus all costs, including reasonable attorney’s fees, we incur in connection with rescinding the sale and
enforcing this provision. Upon our receipt of such payment, we will return such Property to you at your expense, subject to Condition 16,
unless we are not able to return the Property due to reasons beyond our control.

 

16. Retention and Use of Property and Proceeds

 

(a) We may keep any Property and any other items belonging to you that are under the custody or control of Paraqon Group Limited (i)
until you have paid all amounts you owe toParaqon Group Limited; and (ii) for a reasonable period in the event of an unresolved issue
whereby the release of the Property might subject us to liability. If you owe any amount pursuant to this agreement that remains unpaid for
more than 15 days after we notify you, we may charge you and retain for our account interest on such amount at an annual rate of six
percentage points (6%) above the Hong Kong Interbank Offered Rate, but in no event greater than the maximum rate permitted by law.

(b) In addition, if you owe any amount to Paraqon Group Limited or have breached or defaulted on any obligation owed to Paraqon Group
Limited, you authorize us to (i) use the Net Sale Proceeds against any amounts you owe to Paraqon Group Limited and to pay any amount
remaining to you; (ii) hold the Net Sale Proceeds pending resolution of any claim of breach or default we have against you; and/or (iii) use
or deal with any of your property held by Paraqon Group Limited in any way permitted by law (including the Property to which this
agreement relates), including by selling it in any way we think appropriate, at a reserve that we determine or without a reserve,
notwithstanding Condition 3 above. If we sell such property, we will use the Net Sale Proceeds against any amounts you owe us and pay
any remainder to you. If there is a shortfall, you shall pay us any difference between the amount we have received from the sale and the
amount you owe us. If unsold, we will release such property to you, subject to Condition 16(a) above, only after we are paid in full for
what you owe or any claim against you is resolved.

 

17. Photographs and Illustrations

 

(a) Subject to any rights of third parties and any exclusions provided by applicable law, we may use and retain any images, descriptions
and other content regarding the Property and Referenced Content, if applicable, provided by you.

(b) We own the exclusive copyright to all images and written material we produce relating to the Property and Referenced Content, if
applicable. You cannot use them without our prior written permission. We may use them as we deem appropriate, to the extent permitted
by law, before or after the sale of Property, and we will be solely liable for any losses or damages arising out of our use of such images
and material.

 

18. Taxes

 

(a) You acknowledge you are solely responsible for paying, and you will pay, all taxes and/or duties due on all amounts due to you under
this agreement. If we withhold tax pursuant to this Condition, such amount will be deducted from the Net Sale Proceeds.

(b) You authorize us to collect any taxes, duties, VAT or any other applicable tax on your behalf, where required by law.

(c) If we are required to pay any taxes, duties, VAT or any other applicable tax on your behalf to a tax authority in any country (including
outside the sale location), you authorize us to withhold such amounts from the Net Sale Proceeds. If we have already remitted the Net Sale
Proceeds, you shall reimburse us for any such amounts we pay, to the extent permissible by law.

(d) Where we are required by law to report to tax authorities in any jurisdiction any amount related to this sale, you authorize us to make
such reporting.

(e) You must provide to us the appropriate information (e.g., information requested on a Form W-9 or equivalent if you are a “U.S.
Person,” as defined below, or, where applicable, a Form W-8BEN/BEN-E or equivalent if you are a “non-U.S. Person,” as defined below)
required to legally obtain a reduction to or elimination of tax we may otherwise be required to withhold. A “U.S. Person” is a United
States citizen or resident, or an entity, including an estate or trust, formed under the laws of the United States. A “non-U.S. Person” is
anyone who is not a U.S. Person. If you have previously provided the required information to Paraqon Group Limited and it remains valid
as of the date of this agreement with respect to payments hereunder, you authorize such company to release the information to us. If, prior
to us remitting a payment to you or on your behalf pursuant to this agreement, any such form or information that you previously provided
expires or becomes obsolete or inaccurate in any respect, you will promptly notify us and provide us with updated and valid information.

(f) Failure to provide the appropriate information or to update obsolete information will result in us having to delay payment due to you
pursuant to this agreement until such information is provided. If this information is not provided within 30 business days of the Settlement
Date or if we are otherwise required to do so by law, we will withhold U.S. tax from the amounts due to you for immediate remittance to
the U.S. Internal Revenue Service (the “IRS”).

(g) If you (i) are a U.S. Person or fail to provide the required information as set out in paragraph (e) above, and (ii) have sold property for
US$600 (or the equivalent in local currency of the selling location or in cryptocurrency) or more in a calendar year, we must report such
amount to the IRS (and possibly to U.S. state(s)). If we have made such reporting, we will give you a copy of what we filed.

(h) You acknowledge that no one within Paraqon Group Limited has provided tax advice to you or for your benefit in connection with this
agreement.

 

19. Limitation of Liability

 

(a) You acknowledge that attribution of the Property is a matter of opinion only and not a statement of fact, and is dependent upon, among
other things: information you provide to us, the condition of the Property, the degree of research, examination or testing that is possible or
practical in the circumstances, and the status of generally accepted expert opinion, research and scientific or technical analysis at the time
of cataloguing. You acknowledge we have no duty to include in any description of the Property a reference to any specific third-party
attribution nor to the possibility of other views or potential attribution, whether positive or negative.

(b) We make no guarantees, representations or warranties to you with respect to the Property, its authenticity, attribution, authorship,
origin, date, age, period, culture, source, legal title, condition, value, anticipated selling price or otherwise.

(c) We will not be liable for any acts or omissions by us in connection with the preparation for or conduct of the auction or sale of the
Property. We will not be liable for errors or omissions in the catalogue or other descriptions of the Property, though if we discover a
material error or omission in such materials prior to the sale, we will provide a correction, time permitting.

(d) We will not be liable to you for any errors or failure to execute bids placed by bidders through our online platform, including, without
limitation, errors or failures caused by (i) any loss of connection between bidders and our online platform; (ii) a breakdown or problem
with our online platform or other technical services; or (iii) a breakdown or problem with a bidder’s internet connection, computer, mobile
device or system.

(e) Without prejudice to Conditions 19(a)-(d), our liability to you under this agreement will not exceed the amount of the Net Sale
Proceeds for the relevant Property, except in the case of our wilful misconduct, gross negligence or fraud, or death or personal injury
caused by our negligent acts or omissions.

(f) Neither you nor we will be liable for any special, consequential, indirect, or incidental damages.

 

20. Force Majeure

 

(a) We will not be liable for or be deemed to have defaulted under or breached this agreement for failure, except with respect to payment
obligations, or delay in fulfilling or performing any of our obligations to the extent, and for so long as, such failure or delay is caused by
events beyond our reasonable control, including without limitation, fire, flood, natural disaster or other event caused by forces of nature,
riot, strike or other civil or labour unrest, inability to secure sufficient labour, power or necessary equipment, act of war, armed conflict,
terrorist attack, governmental action or regulation, outbreak of disease, public health emergency, epidemic, nuclear or chemical
contamination, or any other cause that we could not have prevented with reasonable care (any of the foregoing, a “Force Majeure Event”).

(b) If a Force Majeure Event impedes or interferes with our ability to hold a sale or to perform our obligations relating to the sale of the
Property, we may modify the sale or our obligations relating to the sale of the Property in various ways, including, without limitation: (1)
postponing or cancelling a sale, (2) changing the location of a sale, (3) changing the platform for or format of a sale (including but not
limited to from live to timed auction), (4) rescheduling the sale of the Property to a different sale, and/or (5) modifying or cancelling any
planned marketing of the Property. In such circumstances, we shall promptly notify you. If the Property will be offered in a different sale
than originally scheduled, the sale of the Property will be subject to the Conditions of Business for Buyers applicable to the sale in which
the Property will then be offered.

 

21. Confidentiality and Data Protection

 

(a) We may keep any Property and any other items belonging to you that are under the custody or control of Paraqon Group Limited (i)
until you have pai(a) Neither you nor we may disclose the terms of this agreement to any third party without the prior written consent of the other party,
except (i) to attorneys, insurers, contractors, agents, advisors or financial participants on a need-to-know basis and provided they are
subject to confidentiality obligations that are no less restrictive than this provision, or (ii) to comply with valid legal process or regulatory
authority compelling the disclosure, provided, where permitted to do so by law, the disclosing party first gives the other party prompt
written notice of such service of process and allows the other party an opportunity to seek a protective order.

(b) We will hold and process your personal information and may share it with another Paraqon Group Limited Company for use as
described in, and in line with, our Privacy Policy published on our website at https://www.paraqon.com/privacy-policy or available on
request by email to [email protected].

 

22. Reconsignment

 

(a) We may keep any P(a) We may from time to time decide Property should be offered for sale by another Paraqon Group Limited Company at a different selling
location, and if we do so, we will notify you. In any such case, we will assign our rights and obligations under this agreement with respect
to the reconsigned Property only to the relevant Paraqon Group Limited Company, unless you object in writing within 14 days of our
notice of reconsignment.

(b) The following will apply with respect to the reconsigned Property only: (i) the Net Sale Proceeds for such Property will be remitted in
the currency in which the sale is conducted, and all local charges and taxes will apply, (ii) references to the Conditions of Business for
Buyers will mean those applicable to the relevant sale, (iii) the sale of the Property will be subject to the laws of the jurisdiction of the
relevant sale, (iv) references to “we”, “us” and “our” will be deemed to mean the Paraqon Group Limited Company that will offer the
Property for sale under this agreement, and (v) these Conditions of Business for Sellers will continue to apply as between you and us and
will prevail in the event of any conflict.

 

23. Miscellaneous

 

(a) You will provide to us, upon our request, verification of identity and any additional information required to comply with our Know
Your Client requirements or applicable law or to evidence your authority to sign this agreement. If you are acting as agent on behalf of a
principal, you will disclose to us the identity of your principal. If you do not satisfy these requirements, we may cancel this agreement. In
addition, if you are an agent acting on behalf of a principal, you will retain and make available upon request the documentation evidencing
your due diligence on your principal for at least five years or for such other period as required under applicable law.

(b) This agreement is intended to create a consignment of the Property. You have consigned the Property to us as bailee and to enable us to
perform our obligations as your agent, during the period of this consignment, for the sale of the Property.

(c) This agreement, including Parts A, B and C, constitutes the entire agreement between us and you with respect to this consignment and
supersedes all prior or contemporaneous written, oral or implied understandings, representations or agreements relating to the subject
matter of this agreement. If any part of this agreement is deemed invalid or unenforceable, such invalidity or unenforceability will not
affect the remaining provisions of this agreement, which will remain in full force and effect. No provision of this agreement may be
amended unless you and we agree in writing (including by email) to do so.

(d) This agreement will remain in force in the event of your death and is binding upon, and inures to the benefit of, you, your estate, heirs,
executors, devisees, representatives, administrators, successors and permitted assigns.

(e) You may not assign your rights or delegate your obligations under this agreement without our prior written consent.

(f) You may not grant a security over the Property or do anything that might result in a lien, claim or encumbrance on the Property from
the date on which you execute this agreement unless and until the Property is released to you in accordance with the terms of this
agreement.

(g) If we receive a subpoena or an order from a court, body or authority of competent jurisdiction relating to the Property, the agreement,
or to you or your principal, you agree to pay us the costs we incur, including reasonable attorney’s fees, in responding to the subpoena or
complying with the relevant order.

(h) You have had the opportunity to consult an attorney of your choosing before signing this agreement, and you acknowledge we have not
provided legal advice to you or for your benefit in connection with this agreement.

(i) To the extent otherwise applicable, the Vienna Convention on the International Sale of Goods is excluded.

(j) The provisions in this agreement that by their nature are intended to survive termination or the completion of the transactions
contemplated (including, by way of illustration only, those relating to returning the Property, liability and indemnity, confidentiality,
choice of law and dispute resolution) will so survive.

(k) This agreement may be executed in counterparts, each of which will be deemed an original and together constitute one instrument.
Signatures sent by facsimile or email transmission or other electronic signatures are valid and binding and will be deemed an original.

 

24. Law and Jurisdiction

 

This agreement will be governed by and construed in accordance with the laws of Hong Kong. In the event of a dispute arising from or
relating to this agreement, you and we agree to submit to the exclusive jurisdiction of the courts of Hong Kong. Pursuant to the Contracts
(Rights of Third Parties) Ordinance (the “Ordinance”), the Buyer and [Paraqon Group Limited]may in their own right enforce the
provisions of this agreement applicable to them. No other party shall have any right under the Ordinance to enforce any term of this
agreement. The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

Last Modified 28 February 2025

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