Unicorn Auctions Conditions of Sale

Effective Date: October 15th, 2025

References in these Terms and Conditions to "Unicorn Auctions," "we," or "us" refer to Unicorn Holdings Inc. ("UNICORN AUCTIONS") founded in 2019 in Chicago, Illinois. References herein to "you" and "your" mean the person or entity using, downloading, and/or registering to use the Website, the Platform, and/or the App. By registering with UNICORN AUCTIONS and/or bidding in a public auction held by UNICORN AUCTIONS, you agree to be bound by the following terms of sale, the Unicorn Auction Policies ("UNICORN AUCTIONS POLICIES").

The UNICORN AUCTIONS POLICIES collectively describe the basis on which you may use the auctioneering services made available by UNICORN AUCTIONS at any or all of the following:

• www.UnicornAuctions.com ("the Website")

• www.UnicornAuctions.com ("the Platform")

• the Unicorn Auctions app on iOS and/or Android ("the App")

We reserve the right, at our sole discretion, to amend any or all of the UNICORN AUCTIONS POLICIES at any time. We may amend the UNICORN AUCTIONS POLICIES by posting notices or announcements on the website https://www.unicornauctions.com ("the Website"), the platform https://www.unicornauctions.com ("the Platform") or the Unicorn Auctions mobile application ("the App") made before or during an auction.

Services Overview

We provide auctioneering services on the Website, the Platform, and the App, whereby the Seller (defined below) may sell their distilled spirits and/ or wine ("Goods") and a Bidder (defined below) may purchase such Goods by auction. All auctions will be conducted in accordance with 225 ILCS 407/Art. 5.

Goods for auction described and displayed on the Website, the Platform, or the App will be offered at public auction by us as a lawful agent for various consignors (various consignors are referred to as "the Sellers"). Those who enter bids to purchase Goods on the Website, the Platform, or the App are bidders ("the Bidders" or "the Bidder") and the Bidder offering the highest price will be the auction winner ("the Purchaser").

Goods will be sold and purchased in lots. One bottle may constitute a lot, or, at times, a lot may consist of several bottles. We are not the Seller or Buyer of any of the Goods and at no time take title to the Goods. The auctions take place online on the Website, the Platform, and the App. Whether you are the Seller, Bidder, or Purchaser, you will be required to register on the Website, the Platform, or the App.

When making a bid, the registered Bidder accepts personal liability to pay the purchase price, including a premium of 15% of the winning bid ("Buyer's Premium") and all applicable charges and taxes. If acting as a third party, the registered Bidder whose name is on the account assumes all liability to pay in full for the entire outstanding balance. All bids are final, and under no circumstances can bids be removed or changed after they have been placed.

A potential Bidder must complete a digital registration form prior to bidding, assert that they are twenty-one (21) years of age or older, provide an active credit card that can be pre-authorized, and agree to our Terms and Conditions. We may require additional references such as a form of identification, a deposit, or a hold of funds on a registered credit card.

Registration Details

Registration on the Website, the Platform, or the App ("Registration") is free. To register for an account, go to the Platform, https://www.unicornauctions.com, the iOS App Store to download the Unicorn Auctions iOS app, or the Google Play store to download the Android Unicorn Auctions app - all three of which have access to bidding and auction registration.

When registering, we will ask you to provide some personal information such as your name, address, email address, date of birth and mobile number. By registering to bid you are testifying that the information you provided is correct, genuine and accurate. Failure to provide accurate information may result in the account being suspended. If you are a Seller, we may also ask you for your bank details to allow us to make payments due to you from auctioning your Goods. If you are a Bidder or a Purchaser, we will also ask you for your details to allow us to carry out a credit card pre-authorization or credit check. For more information on how we handle your personal data, please read our Privacy Policy (https://www.unicornauctions.com/privacy-policy).

Once you have registered you are expected to keep your information up to date in your account and are required to keep your account details and passwords strictly confidential. You must not permit any third party to use or access your account on your behalf. You will be liable for any and all bids made using your account.

We have the right, at our complete discretion, to refuse participation in any auction and to reject any bid.

The Purchaser accepts all purchases "as is." No returns will be accepted. Every attempt has been made to describe all Goods as accurately as possible. However, we and Seller do not warrant or represent, and deny responsibility for, the accuracy of the descriptions of Goods, encompassing but not limited to vintage, provenance, authenticity, quality, and condition as may be stated on the Website, the Platform, or the App. All statements made relating to the Goods on the Website, the Platform, and the App or contained in advertisements or promotional materials are merely statements of opinion and can at no time be construed as warranties or representations of fact or assumptions of any liability on the part of us or Seller.

We reserve the right to amend the description of any lot by means of an announcement or notice on the Website, the Platform, and the Mobile App and to withdraw any lot at any time.

All transport for Buyer's bottles will be insured by Vertical Insure. Unicorn will collect funds but Vertical is responsible for paying out claims and communicating with the customer regarding any potential claims.

Sellers

UA reserves the right to accept or deny Seller bottles for consignment. If a Seller's bottle(s) is rejected for auction by UA, the Seller has 60 days to notify UA about picking up the rejected bottle(s). If no arrangements are made within the 60 days of UA notifying the seller of a rejected bottle(s), UA will dispose of the bottle(s).

All incoming auction items from Sellers will be placed in storage and moved to auction when the items have been selected to do so.

UA only accepts Illinois reseller certificates and these may only be honored if presented ahead of a sale.

UA will file state and federal 1099-K forms and will request the necessary information from the Seller to complete the forms. Seller is responsible for providing all necessary information to UA to compliantly file 1099-K forms.

Bidding Details

The highest Bidder accepted by us, the auctioneer, shall be the Purchaser, who will assume the full risk and responsibility of the lot upon the close of auction. All real-time bidding is carried out via the Website, the Platform or the App. Bids submitted are processed and executed as a service and convenience to Bidders. We shall not be responsible for any failure to execute such bids or any error relating to the same.

Unless otherwise indicated, a Seller may establish a minimum price they will accept for the Goods (the "Reserve" or "Reserve Price"). After seller agrees to sell either reserve or no-reserve, that decision is final and will reflect how their lot(s) will be listed.

Once the auction is underway, the listing is considered live and the seller may not pull a bottle mid-auction. A bottle may not be removed from a "no reserve" auction once UA has received a bid. UA may pull a bottle from a reserve auction if the bidding on the lot is below the reserve price. If seller provides written permission to lower the reserves of a bottle placed in a reserve auction, UA may lower the reserve price. The first time a bottle is placed in a reserve auction, the reserve price must be in between the low and high of the estimated range. If the bottle fails to meet the reserve price, a seller may list the auction into another reserve auction, however, it can only be listed at the low end of the range on the second attempted sale. If on the second sale, the bottle fails to meet the reserve price, the seller can either request to retrieve the bottle at the seller's expense or list it in a no reserve auction.

Bidding increments are pre-defined on the Website, the Platform and the App, as well as being included below for reference. If bids are placed on the Website, the Platform, or the App with incorrect bidding increments, they will be rounded down to the closest correct increment.

Sellers and their agents are strictly forbidden from bidding on their own Goods.

In the event that a bid is placed within ten (10) minutes prior to the scheduled closing time of an auction, the auction period shall automatically be extended by an additional ten (10) minutes from the time of such bid ("Extended Bidding"). For avoid of doubt, the timer is only extended for specific lots where bids are placed within 10 minutes prior to close. If a bid is not placed within 10 minutes of close, there will be no extended bidding period.

All bids and lots are subject to our discretion. We reserve the right to request a deposit, bank references, and a written confirmation of bids from all registered Bidders. The decision to request a deposit and its ensuing amount and format rests solely with us

Procedures for Bidding & Payment

We strongly encourage new Bidders to register at least seventy-two (72) hours before the start of an auction in case of questions or difficulties.

Bidders will need to provide an e-mail address to use as a username, a billing address, a valid credit card (MasterCard, Visa, Discover, or American Express) or sufficient banking information to enable Automated Clearing House ("ACH") payments, and a daytime phone number. Every registered Bidder using a credit card will have a pre-authorization charge to the card, which is then immediately voided. A pre-authorization charge does not transfer funds from the cardholder's account but merely confirms that funds are available. In accordance with applicable laws governing credit card surcharges and transaction fees, purchases made using a credit card may be subject to an additional fee.

Any credit card processing fees/clearing expenses are the Buyer's responsibility.

Additionally, Bidders must confirm that they are twenty-one (21) years of age or older.

Final Sale

Unicorn Auctions LLC is licensed by the Illinois Liquor Control Commission to sell wine and spirits to consumers via auctions. Accordingly, all purchases will be completed in Illinois and charged Illinois taxes regardless of the state of residence of the Buyer. Upon receipt of full payment, title to the wine and spirits products passes directly to the Buyer in Illinois and as the owner of the wine and spirits purchase, Buyer will be responsible for either picking up the Purchased Goods from Unicorn Auctions or arranging the shipment and delivery of the purchase using Buyer’s own choice of carriers. As an accommodation to Buyers, upon request, Unicorn Auctions will assist the buyer in arranging a suitable carrier to ship the wine or spirits to Buyer’s residence or designated location. Buyer will be responsible for all shipping and payment for all shipping/delivery charges

The primary means of distribution will be common carrier. All products are to be sold in Illinois by Seller and title passes to Buyer in Illinois. Auctioneer makes no representation as to the rights of anyone to import wine or spirits into any state that restricts the personal importation of wine or spirits, the purchase will be held at Auctioneer’s facility on behalf of Buyer until Buyer makes arrangements to ship the lot to an address in a state that permits such deliveries or receives Buyer's other written instructions.

If a buyer defaults on payment, Unicorn will be unable to pay the Seller for the specific defaulted purchase immediately. Unicorn will work with the Seller to relist the bottle(s) in the next auction to ensure it is then sold in a subsequent auction.

Taxes

Sales tax will be applied based on the UA's location at the time title passes. As such, Illinois sales tax will be applied to these transactions. In some instances, Buyer or shipper may be responsible for paying additional taxes or fees in connection with the shipment and delivery to Buyer's location. UA does not assume any obligation or responsibility for paying any taxes or fees. Buyer warrants that they are solely responsible for the transport of the Products and for determining the legality and tax/duty consequences of bringing the product to its final destination.

Successful international Bidders shall provide written shipping instructions, including specified customs declarations, to UA for any lots to be delivered outside of the United States. NOTE: Declaration value shall be the item’(s) hammer price together with its buyer’s premium and UA shall use the correct World Customs Organization harmonized code for the lot. Any international taxes are the responsibility of the Buyer.

Auction Format

Purchaser accepts all Goods "as is" and no returns will be accepted.

The description of Goods is followed by a lot number and the quantity offered. Auction estimates are provided for each lot with all figures a reflection of near-term historical prices based on trading activity on our platform or similar platforms. Estimates can change based on fluctuations in market pricing for the same or comparable Goods. Rarity and condition are also taken into consideration. Estimates do not include UNICORN AUCTIONS’ Buyer’s Premium or required tax.

Images on the Website, the Platform, and the App are representative only, and they may or may not depict the actual lot for sale, despite our commitment to accurate product images and photos.

The term "Final Bid" as used herein shall refer to the price at which any lot is sold (sometimes referred to as "Hammer Price") to the Purchaser. The purchase price, due from the Purchaser, shall be the aggregate of the Final Bid and a Buyer’s Premium, together with any applicable sales/use tax and any other fees for services requested by the Purchaser. The complete purchase price will be due upon finalization of the auction and Purchaser’s receipt of our invoice, consistent with all terms reflected in the same, unless other circumstantial arrangements are made and documented with us.

No Goods will be released to the Purchaser until we receive payment in full for all open invoices, including any applicable state and local taxes. Any applicable storage or handling fees must also be paid prior to the release of the Goods. In the event a charge or check is not accepted by the appropriate financial institution, the Purchaser remains liable for all amounts owed.

All ACH and Wire transactions must have an associated invoice number included as a payment note.

If payment in full is not received within 5 days of Purchaser's receipt of an invoice, then we reserve the right to charge Purchaser's registered payment method for the amount of the invoice in addition to any packaging, handling, and arranged third-party delivery fees.

If we are unable to collect payment through Purchaser's registered payment method, then we reserve the right to assess a late fee of up to 3% of the total purchase price and an additional 3% in late charges every week thereafter, in addition to any other rights and remedies available by law to us and as disclosed herein.

If the Purchaser fails to make payment in full, in good cleared funds, and has failed to make a special arrangement with us, and we are unable to secure payment through Purchaser's registered account information, then Purchaser will be in default, and we shall be entitled in our absolute discretion to exercise one or more of the following rights or remedies (in addition to any other rights or remedies available to us by law) on behalf of the Seller:

• to hold the defaulting Purchaser liable for the total amount due and to commence legal proceedings for its recovery together with interest, to the fullest extent permitted under applicable law

• to re-list the Goods for auction, publicly or privately on such terms as we see fit. The defaulting Purchaser shall be liable for payment of any deficiency between the total amount originally due to the Seller and the price obtained upon re-listing as well as for all costs, expenses, damages, legal fees, commissions, and premiums associated with both sales or otherwise arising from the default

• to pay the Seller an amount up to the net proceeds payable in relation to the amount bid by the defaulting Purchaser. The Purchaser acknowledges that we have all the rights to act on behalf of the Seller, however arising, to pursue the Purchaser for such amount

• to use against any amounts which we may owe the Purchaser in any other transactions, the outstanding amount remaining unpaid by the Purchaser

• where several amounts are owed by the Purchaser to us or the Seller, in respect to different transactions, to apply any amount paid to discharge any amount owed in respect of any particular transaction, whether or not the Purchaser so directs

• to reject at any future auction bids made by or on behalf of the Purchaser, or to obtain a deposit from the Purchaser before accepting any bids

• to terminate the Purchaser's account and ability to sell or bid via the Website, the Platform or the App

• to exercise all rights and remedies of a person holding security over any property in our possession owned by the Purchaser to the fullest extent permitted to the secured party by the law under the Uniform Commercial Code in the State of Illinois; the defaulting Purchaser grants us a security interest in all such property held by us and we may file a financing statement with the Illinois Secretary of State to perfect a security interest in such property

• to charge any credit card on file or make an ACH payment if no credit card is on file for the invoice balance including any late charges

The defaulting Purchaser shall be liable for UNICORN AUCTIONS legal fees and expenses with respect to any actions taken by it under these terms.

Collection Policy

Purchaser acknowledges that the title to all Goods purchased passes from the Seller to the Purchaser after the close of the auction once the invoice had been paid. Purchaser is required to notify us regarding the manner in which it will collect its purchased Goods. The Purchaser is solely responsible for collecting Goods in person or through an agent. UNICORN AUCTIONS does not itself ship alcoholic beverages nor does it assume any responsibility for shipment by the Buyer. For more details, please see our Delivery and Shipping Policy (https://www.unicornauctions.com/delivery-shipping-policy).

Once payment is made in full, Goods can usually be processed for collection within one to fourteen (1-14) business days of notifying UNICORN AUCTIONS of the intent to collect. Invoices exceeding fifty (50) items may require additional processing time. Invoices are not prepared until we are contacted by the Purchaser. Unpaid invoices will not be prepared for collection. All invoices must be collected in full; we will not split invoices or lots.

Purchaser warrants that the person collecting the wine and/ or spirits is at least twenty-one (21) years of age or older and is doing so at Purchaser's direction.

Purchaser will be assessed a return fee should any Goods be returned to us due, but not limited to, issues with Purchase's arranged delivery, including: no person twenty-one (21) years of age or older at the Purchaser's delivery address, invalid delivery address, recipient's alleged obvious intoxication, or delivery refused by recipient.

Packing

Goods may require repacking services for safe delivery, depending on the size and quantity of the order.

Insurance

If Purchaser elects to have UNICORN AUCTIONS provide shipping/delivery instructions to a designated third-party shipper, we will bill Purchaser for any shipping charges, including, if elected by the Purchaser, insurance on the shipment that covers the Goods until delivered to the Purchaser's delivery address. Insurance must be obtained through the third party carrier, Vertical Insure (https://verticalinsure.com/). UNICORN AUCTIONS does not provide insurance for shipments arranged by the Purchaser or otherwise collected directly from our cellar. UNICORN AUCTIONS is not responsible for deterioration resulting from shipment including but not limited to: scuffed labels, cracked wax capsules, minor seepage, or temperature damage

Purchaser must check shipments/deliveries immediately upon delivery and note breakage or shortage on the shipping company’s documents. UNICORN AUCTIONS, along with Vertical Insure, must also be notified within twenty-four (24) hours of delivery by the Purchaser of any breakage or shortage. If we are not notified within twenty-four (24) hours of delivery, the claim will not be considered or honored.

Weather

We do not recommend shipping wine and spirits in temperatures below 20°F (-7°C) or above 80°F (27°C). Temperatures outside this range may damage wine and spirits. UNICORN AUCTIONS has the right to postpone arrangements with third-party delivery carriers at any time without prior notice due to weather constraints. If the Purchaser wishes to proceed with a delivery regardless of weather conditions after UNICORN AUCTIONS has communicated postponing of delivery arrangements with third-party carriers, the Purchaser must email UNICORN AUCTIONS accepting responsibility for any damage to their wine or spirits caused by temperature or other weather-related conditions including but not limited to: delays, breakage, or loss.

Storage

For all purchased products, we offer thirty (30) days of complimentary storage, starting from the end date of the auction where the Goods are purchased. Goods remaining at UNICORN AUCTIONS longer than thirty (30) days will be charged storage fees of $0.25 per bottle, per month for spirits and $0.25 per liter, per month for wine.

All purchased products are immediately moved to storage until Purchaser provides collection instructions.

As further detailed in our Delivery and Shipping Policy (https://www.unicornauctions.com/delivery-shipping-policy), the Purchaser is solely responsible for collecting Goods in person or through an agent. UA does not itself ship alcoholic beverages nor does it assume any responsibility for shipment by the Buyer.

Unicorn storage fees are calculated by the bottle per month, with billing occurring at the start of each month. Payments are due in advance on the 1st day of each month. Fees are calculated based on the number of eligible bottles in storage as of the calculation day. Bottles deemed to be in storage and subject to storage fees if bottles are still located in Unicorn facility on the calculation day, regardless of whether it is scheduled for pick up or shipment. Fees are not prorated for partial storage months.

All fees due and payable under this Agreement are non-refundable.