Seller Consignment Agreement

2912 Avenue T, Brooklyn, NY 11229 917.881.4161 info@fabyle.com

Disclaimer: Fabyle LLC recommends that both parties consult with legal counsel to ensure full compliance with the New York City Department of Consumer and Worker Protection (DCWP) and the Uniform Commercial Code (UCC).

This Consignment Agreement is entered into by and between aarena-dev LLC (“aarena-dev”) and the Consignor listed on Page 1.

1. Authority & Exclusive Agency

Consignor grants aarena-dev exclusive right to authenticate, grade, market, and sell the Property (Page 1) at public auction/private sale for 90 days from receipt.

2. Representations & Warranties (Clear Title)

Consignor represents and warrants they are the sole, rightful owner of the Property, possess unencumbered title, and the items are free from any liens, claims, or encumbrances. Consignor expressly warrants that the items are not stolen, forged, counterfeit, or subject to any pending law enforcement investigation.

3. Grading & Authentication

aarena-dev reserves the right to submit “raw” items to 3rd-party services (PSA, BGS, CGC, etc.). Grading fees are advanced by aarena-dev and subsequently deducted from the Consignor’s settlement proceeds. aarena-dev retains sole discretion over which items warrant grading.

4. Commission & Fees

aarena-dev shall deduct the commission selected on Page 1 from the Hammer Price of each sold lot. The Consignor acknowledges that aarena-dev also charges the Buyer a “Buyer’s Premium,” which is retained entirely by aarena-dev.

5. Insurance & Risk of Loss

aarena-dev assumes the risk of loss from receipt until delivery to the Buyer or return to the Consignor, covered by aarena-dev’s fine arts/collectibles insurance at fair market value. aarena-dev is not liable for minor, pre-existing damage, natural degradation, or damage to third-party graded “slabs” that do not affect the internal collectible.

6. Reserves & Estimates

Unless expressly agreed otherwise, all items are sold without a reserve (absolute auction). If a reserve is listed on Page 1, aarena-dev will not sell the lot for less than the reserve amount. Pre-auction estimates are statements of opinion, not guarantees of final sale price.

7. Settlement & Payment

Settlement statements and payments are provided 30-45 days after the auction’s close, contingent upon aarena-dev receiving full, cleared payment from the Buyer. If a Buyer defaults, aarena-dev reserves the right to cancel the sale and re-offer the Property.

8. Unsold Lots & Withdrawal

Once Property is processed, the Consignor may not withdraw it prior to auction. Unauthorized withdrawal results in a penalty equal to 20% of the lot’s median pre-auction estimate plus incurred fees. Unsold lots may be re-offered or returned at the Consignor’s expense.

9. Law Enforcement Cooperation & Title Disputes

aarena-dev actively cooperates with all law enforcement agencies. If aarena-dev is notified, served with a subpoena, or reasonably suspects that an item may be stolen, illicitly acquired, or subject to a title dispute, aarena-dev reserves the absolute right to: (a) withhold the item from auction; (b) freeze settlement funds; and/or (c) surrender the item to authorities. aarena-dev shall bear no liability to the Consignor for taking such actions.

10. Dispute Resolution & Governing Law

This Agreement shall be governed by the laws of the State of New York. Any disputes, claims, or controversies arising out of or relating to this Agreement shall be resolved through binding arbitration in Kings County (Brooklyn), New York, administered in accordance with the commercial rules of the American Arbitration Association. The parties expressly waive their right to a trial by jury. The prevailing party shall be entitled to recover its reasonable attorney’s fees and costs.