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CONSIGNMENT AGREEMENT

UR COMMA LLC d/b/a NeoWorld

This Consignment Agreement ("Agreement") is entered into as of the date of the Consignor's electronic signature below ("Effective Date") by and between:

NeoWorld (UR COMMA LLC), a limited liability company organized under the laws of the State of Texas, doing business as NeoWorld, EIN 84-2611946, with its principal place of business at 5681 Honeysuckle Rd, Midlothian, TX 76065 ("NeoWorld"); and

Consignor, whose legal name, address, and tax identification information are set forth in the signature block below ("Consignor").

NeoWorld and Consignor are each a "Party" and collectively the "Parties."

RECITALS

NeoWorld operates a Pokémon card streaming and sales business primarily through the Whatnot live-streaming platform. Consignor desires to consign Pokémon cards and related collectibles to NeoWorld for sale on Consignor's behalf. The Parties agree as follows.

SECTION 1 — DEFINITIONS

1.1 "Collection" or "Consigned Items" means the Pokémon cards and related collectibles submitted by Consignor and accepted by NeoWorld pursuant to Section 5, as itemized in the Inventory List (Exhibit A).

1.2 "Consignment Period" means the fourteen (14) calendar day period beginning on the date NeoWorld confirms receipt of the Consigned Items.

1.3 "Gross Sale Price" or "Sale Price" means the total buyer-facing sale price of a Consigned Item as recorded on the applicable sales platform, before deduction of any platform transaction fees or other charges.

1.4 "NeoWorld Commission" means fifteen percent (15%) of the Gross Sale Price of each Consigned Item sold.

1.5 "Net Proceeds" or "Net Payout" means the Gross Sale Price less the NeoWorld Commission and all applicable fees as itemized in Section 9, provided in the Sales Report.

1.6 "PSA SMR Value" means the PSA Set Registry Market Report value for the applicable card grade published by Professional Sports Authenticator (PSA) as of the date of the loss event.

1.7 "Sales Report" means the itemized written report NeoWorld provides to Consignor for each sale, identifying the Consigned Item sold, the Gross Sale Price, platform fees, the NeoWorld Commission, and the resulting Net Proceeds.

1.8 "Whatnot" or "Platform" means the live-streaming sales platform operated by Whatnot Inc., through which NeoWorld primarily sells Consigned Items, or any other live-auction platform NeoWorld selects to run the sale.

SECTION 2 — PARTIES AND CONSIGNOR IDENTIFICATION

2.1 Legal Name Requirement. This Agreement uses the Consignor's legal name throughout all records, reports, and communications. If Consignor requests in writing at the time of application that a Whatnot username, first name, or pseudonym be used in public-facing contexts, NeoWorld may honor that request for display purposes only; the Consignor's legal name shall govern all financial records, tax documents, and this Agreement.

2.2 Consignor Information. Consignor represents that the legal name, mailing address, email address, PayPal account information, and tax identification number provided in the signature block and application are accurate and current. Consignor shall promptly notify NeoWorld in writing of any change.

SECTION 3 — ELIGIBILITY AND MINIMUM VALUE

3.1 Minimum Collection Value. The minimum Collection value to be accepted for consignment is $5,000.

3.2 Discretionary Acceptance. NeoWorld accepts or declines Collections at its sole discretion; submission does not guarantee acceptance.

3.3 Age and Authority. Consignor must be 18 years or older and legally authorized to sell the Collection.

SECTION 4 — SUBMISSION AND INTAKE REQUIREMENTS

4.1 Required Documentation. Consignor must submit: (a) five or more photos of the Collection, and (b) either a complete TCG list (or Collectr link) or a video walkthrough.

4.2 Additional Documentation. NeoWorld reserves the right to request additional documentation or photos before approval.

4.3 Inventory List (Exhibit A). The Consigned Items are described in the Inventory List submitted by Consignor as part of the NeoWorld consignment application process, which is incorporated into this Agreement as Exhibit A upon NeoWorld's written acceptance. Exhibit A need not be physically attached to this Agreement at signing; the version submitted and confirmed through the application process controls.

SECTION 5 — ACCEPTANCE CRITERIA AND REJECTED GOODS

5.1 Accepted Condition. NeoWorld accepts Pokémon cards and related collectibles in Near Mint, Lightly Played, or graded (PSA/BGS/CGC) condition.

5.2 Rejected Items. NeoWorld will not accept:

• Counterfeit or proxy cards of any kind;

• Torn cards;

• Heavily played cards (significant creasing, heavy scratching, or structural damage beyond Lightly Played); or

• Any item NeoWorld reasonably determines to be misrepresented in the application.

5.3 Return of Rejected Items. If NeoWorld receives items that do not meet the acceptance criteria in Section 5.1, NeoWorld will notify Consignor within three (3) business days of receipt. Rejected items will be returned to Consignor at NeoWorld's expense via a trackable shipping method. NeoWorld bears no liability for rejected items beyond reasonable care during the brief period of possession pending return.

5.4 Counterfeit Representation. Consignor represents and warrants that no Consigned Item is counterfeit, a proxy, or otherwise in violation of any intellectual property right. Consignor shall indemnify and hold NeoWorld harmless from any claim, loss, or expense arising from Consignor's breach of this representation.

SECTION 6 — CONSIGNOR WARRANTIES

Consignor represents and warrants that:

6.1 Ownership. Consignor is the sole legal and beneficial owner of the Collection, free of any lien, loan, or third-party claim;

6.2 Authenticity and Condition. The Collection is not stolen, counterfeit, or altered, and all cards are represented accurately and in the condition disclosed at submission;

6.3 No Conflicting Consignment. Consignor has not previously submitted the same cards to another consignment program currently pending sale.

SECTION 7 — TITLE AND OWNERSHIP

Title to the Consigned Items remains with Consignor until the moment of sale to a third-party buyer. NeoWorld holds the Consigned Items as bailee and agent for sale only. No consignment under this Agreement constitutes a sale or return arrangement that transfers title to NeoWorld. This structure is governed by Tex. Bus. & Com. Code § 2.326.

SECTION 8 — UCC-1 PERFECTION NOTICE

8.1 Subordination Risk. Under Tex. Bus. & Com. Code § 9.319, a consignor's ownership interest in consigned goods is subordinate to the claims of NeoWorld's secured creditors and lien holders unless a UCC-1 financing statement is properly filed. Consignor acknowledges this risk.

8.2 Current Filing Jurisdiction. Because NeoWorld's current receiving address is located in Wilmington, Delaware, UCC-1 financing statements protecting Consignor's interest in Consigned Items currently in transit to or held at that address must be filed with the Delaware Secretary of State under Del. Code tit. 6, § 9-301, until NeoWorld's receiving operations are relocated to Texas.

8.3 Texas Filing. Upon NeoWorld's relocation of its receiving address to Texas (anticipated January 2027), UCC-1 filings for subsequently consigned items must be made with the Texas Secretary of State.

8.4 Consignor's Responsibility. NeoWorld does not file UCC-1 statements on Consignor's behalf. Consignor is solely responsible for determining whether to file and for doing so. NeoWorld's failure to advise Consignor on UCC-1 filing does not create liability for NeoWorld.

SECTION 9 — SHIPPING, DELIVERY, AND RISK OF LOSS

9.1 Shipping Requirements. As a condition of acceptance, Consignor must ship the Collection using insured, signature-required shipping, and must provide NeoWorld with the tracking number before or upon shipment.

9.2 Current Receiving Address. Consignors must ship Consigned Items to:

NeoWorld (UR COMMA LLC)

2710 Shipley Rd

Wilmington, DE 19810

United States

9.3 Address Transition. NeoWorld anticipates relocating its receiving operations to Texas in January 2027. NeoWorld will provide written notice to all active consignors at least thirty (30) days before any change in the receiving address. Shipments sent to the old address after the effective date of a change, without NeoWorld's written authorization, are at Consignor's risk.

9.4 Notice Address for NeoWorld. All legal notices to NeoWorld shall be sent to:

UR COMMA LLC d/b/a NeoWorld

5681 Honeysuckle Rd

Midlothian, TX 76065

9.5 Inbound Transit Risk. Risk of loss during inbound transit from Consignor to NeoWorld rests with Consignor. NeoWorld is not liable for items lost, stolen, or damaged by a carrier before NeoWorld confirms receipt.

9.6 In NeoWorld's Possession. NeoWorld bears the risk of loss, theft, or damage to Consigned Items from the time NeoWorld confirms receipt until the items are delivered to a carrier for return to Consignor or sold to a buyer.

9.7 Damaged Items Upon Receipt. If a slab or card arrives visibly broken or damaged, NeoWorld will notify Consignor with photo evidence. Consignor may elect to (a) have NeoWorld sell the item in its as-received condition, or (b) have it returned at NeoWorld's expense via standard trackable shipping.

9.8 Receipt Documentation. Upon receipt, NeoWorld will photograph or video the unboxed Collection and confirm receipt to Consignor before the Collection is scheduled for sale. This record serves as the official condition baseline for the Collection.

SECTION 10 — CONSIGNMENT PERIOD AND NON-CANCELLABILITY

10.1 Term. The Consignment Period is fourteen (14) calendar days from NeoWorld's confirmed receipt of the Consigned Items.

10.2 Non-Cancellability.

ONCE CONSIGNOR SHIPS THE CONSIGNED ITEMS TO NEOWORLD, THIS AGREEMENT IS BINDING AND CONSIGNOR MAY NOT CANCEL, WITHDRAW, OR RECALL THE CONSIGNED ITEMS DURING THE CONSIGNMENT PERIOD. BY SHIPPING THE CONSIGNED ITEMS, CONSIGNOR ACKNOWLEDGES AND ACCEPTS THIS NON-CANCELLABILITY PROVISION.

10.3 Single Session Format. Each Collection is sold as its own dedicated stream segment, titled by Consignor name (or approved pseudonym, see Section 17), and run to completion in a single session.

10.4 Post-Period Return. At the end of the Consignment Period, unsold Consigned Items will be returned to Consignor pursuant to Section 19.

SECTION 11 — PRICING AND AUCTION CONTROL

11.1 Pricing Discretion. NeoWorld has full and sole discretion over auction format, timing, bundling, starting price, set price adjustments, discounts, and platform used to sell the Collection during the Consignment Period. No minimum reserve price applies unless separately agreed in writing. Consignor waives any claim arising solely from NeoWorld's pricing decisions made in good faith.

11.2 Mutual Incentive. Both Parties are mutually incentivized to achieve the highest possible sale price; NeoWorld does not guarantee any minimum sale price.

11.3 Consignment Value Acknowledgment. Consignor acknowledges that, as a consignment sale, the Sale Price achieved may be below full individual retail/market value. In exchange, Consignor is relieved of the time and effort of individually listing, marketing, and selling each card — NeoWorld manages the entire process as a single submission.

11.4 Shill Bidding Prohibited. Consignor may not bid on, or arrange for any third party to bid on, their own Collection. NeoWorld is not responsible or liable if Consignor violates this provision, including any resulting platform investigation, penalty, or reputational harm to NeoWorld.

SECTION 12 — COMMISSION STRUCTURE AND FEE ALLOCATION

12.1 NeoWorld Commission. NeoWorld retains fifteen percent (15%) of the Gross Sale Price of each Consigned Item sold as its commission.

12.2 Platform and Transaction Fees. The following fees are deducted from the Sale Price to determine Consignor's Net Payout:

• Whatnot commission: 7.5% of Sale Price — charged by the Whatnot platform;

• Payment processing (Stripe): 2.9% of Sale Price plus $0.30 per card sold — charged by Whatnot's payment processor;

• Shipping & handling: $0.75 per card sold — covers packaging supplies and shipping sold cards to buyers.

12.3 PayPal Payout Fee. NeoWorld covers the PayPal payout fee (approximately $1 per payout); this fee is not deducted from Consignor's Net Payout.

12.4 Fee Display on Tracker. On the consignor's online tracker, fees are grouped into two plain-language buckets for readability:

• Whatnot Fees — Whatnot's 7.5% + payment processing fees

• NeoWorld Processing Fees — the 15% commission + shipping & handling

12.5 Sales Report. The Sales Report will itemize the Gross Sale Price, the Whatnot platform fee, payment processing fees, shipping & handling, the NeoWorld Commission, and the resulting Net Proceeds payable to Consignor.

12.6 Commission Basis. The NeoWorld Commission is calculated on the Gross Sale Price before deduction of any Whatnot platform fees or other charges.

12.7 Example Calculation. A Collection of 60 cards sells for $12,000 total:

• Total sales: $12,000.00

• Whatnot Fees — 7.5% ($900.00) + processing (2.9% = $348.00, plus $0.30 × 60 = $18.00): -$1,266.00

• NeoWorld Processing Fees — 15% commission ($1,800.00) + shipping ($45.00): -$1,845.00

• Net Payout to Consignor: $8,889.00

SECTION 13 — PAYMENT TERMS

13.1 Payment Schedule. Payouts are processed weekly, initiated every Friday, regardless of which day the Collection's stream ran. If Friday falls on a bank holiday, payout will be initiated the following business day (typically Monday).

13.2 Payment Method. Payment will be made via PayPal to the PayPal email address Consignor provides and confirms at intake. Consignor must maintain a valid, active PayPal account. It is Consignor's responsibility to ensure that address is correct.

13.3 Processing Time. PayPal and/or bank processing of the payout may take additional business days beyond initiation, at the discretion of PayPal and the receiving bank and outside NeoWorld's control. NeoWorld is not responsible for payment delays caused by Consignor's failure to maintain a valid PayPal account or by PayPal processing delays outside NeoWorld's control.

13.4 Sales Report. Each payment will be accompanied by a Sales Report as defined in Section 1.7.

13.5 Separate Ledger. Consignment funds are tracked in a dedicated ledger separate from NeoWorld's general operating funds.

SECTION 14 — DECLINED PAYMENTS AND FAILED BIDS

14.1 Failed Payments. If a winning bidder's payment fails or is declined, the card will be returned to Consignor in the same manner as an unsold card under Section 19.

14.2 Chargebacks After Payout. If a buyer's payment is later reversed via chargeback or refund after Consignor has already been paid out, NeoWorld will absorb that cost; Consignor's payout will not be clawed back for chargebacks unrelated to counterfeit or misrepresentation claims.

SECTION 15 — LOSS, THEFT, AND DAMAGE REIMBURSEMENT

15.1 Reimbursement Obligation. If a Consigned Item is lost, stolen, or materially damaged while in NeoWorld's possession (as defined in Section 9.6), NeoWorld will reimburse Consignor for the item's value.

15.2 Valuation. Reimbursement value is determined as follows:

• For PSA-, BGS-, or CGC-graded cards: the PSA SMR Value for the applicable grade as of the date of the loss event.

• For ungraded cards accepted in Lightly Played or better condition: the current market value as listed on TCGPlayer (mid price) as of the date of the loss event.

• If neither source provides a value, the Parties shall negotiate in good faith; if they cannot agree within ten (10) business days, the dispute shall be resolved under Section 23.

15.3 Claim Process. Consignor must submit a written reimbursement claim to NeoWorld within thirty (30) days of receiving notice of the loss, theft, or damage. NeoWorld will respond within ten (10) business days of receiving a complete claim.

15.4 Liability Limitation. NeoWorld's total liability for any loss, theft, or damage to a Collection while in NeoWorld's possession is limited to the Collection's appraised intake value, as documented at receipt.

SECTION 16 — COUNTERFEIT OR MISREPRESENTED CARDS

16.1 Pre-Sale Discovery. If NeoWorld determines, upon receipt or during the sale process, that any card in the Collection is counterfeit, altered, or materially different from its submitted description, NeoWorld may reject that card, remove it from the Collection, and/or terminate this Agreement as to the affected item(s), notifying Consignor promptly.

16.2 Post-Sale Counterfeit Discovery — Clawback Right. If a card is determined to be counterfeit, altered, or materially misrepresented after it has been sold to a buyer, Consignor remains responsible. Consignor authorizes NeoWorld to:

(a) Refund the affected buyer the full purchase price;

(b) Recover the refunded amount, plus any associated platform fees or penalties incurred by NeoWorld, by:

(i) Offsetting it against any current or future proceeds owed to Consignor from this or any subsequent consignment, or

(ii) If no proceeds remain or are insufficient, invoicing Consignor directly for immediate payment;

(c) This clawback right applies for one hundred eighty (180) days following the date of sale.

16.3 Demand for Reimbursement. If NeoWorld invokes subsection 16.2(b)(ii) and invoices Consignor directly, Consignor shall reimburse NeoWorld within thirty (30) days of the invoice date.

16.4 Indemnification. This recovery mechanism is in addition to, and does not limit, the indemnification obligations set forth in Section 21.

SECTION 17 — MARKETING AND USE OF CONSIGNOR INFORMATION

17.1 Default Consent. By default, Consignor consents to NeoWorld's use of Consignor's first name/handle, Collection photos, and sale results for stream titling, tracking, and promotional purposes (e.g., "[Name]'s Auction").

17.2 Anonymity Election. Consignor may elect anonymity at intake. If elected, NeoWorld will refer to the Collection and stream using a pseudonym or "Anonymous Consignor" in all public-facing materials instead of Consignor's real name.

17.3 Legal Records. NeoWorld will use Consignor's legal name in all internal records, financial documents, and tax filings, regardless of any anonymity or pseudonym election for public-facing purposes.

17.4 Consent. Consignor's signature on this Agreement constitutes consent to the marketing use described above, subject to any anonymity election made at intake.

SECTION 18 — PROHIBITED TRANSFERS

NeoWorld may not sub-consign, transfer, pledge, or otherwise encumber any Consigned Item to any third party without Consignor's prior written consent. Any unauthorized transfer is void and constitutes a material breach of this Agreement.

SECTION 19 — RETURN OF UNSOLD ITEMS

19.1 Return Obligation. At the end of the Consignment Period, NeoWorld will ship all unsold Consigned Items to Consignor's address on file.

19.2 NeoWorld's Expense. Return shipping costs are borne by NeoWorld. NeoWorld will use a trackable shipping method. NeoWorld will use commercially reasonable efforts to ship insured; if NeoWorld ships uninsured and an item is lost or damaged in return transit, NeoWorld's liability is governed by Section 15.

19.3 Address Accuracy. Consignor is responsible for maintaining a current and accurate return shipping address in the application. NeoWorld is not liable for items shipped to an outdated address provided by Consignor.

SECTION 20 — TAX OBLIGATIONS AND REPORTING

20.1 Sales Tax — Whatnot Platform Sales. Whatnot operates as a marketplace facilitator under Tex. Tax Code § 151.0242 and is responsible for collecting and remitting Texas sales tax on sales made through the Whatnot platform. Neither NeoWorld nor Consignor is responsible for collecting or remitting sales tax on Whatnot-platform transactions.

20.2 Income Tax — Consignor. Consignor is solely responsible for reporting and paying any federal, state, or local income tax on proceeds received under this Agreement.

20.3 PayPal 1099-K Reporting. Payouts to Consignors are processed through PayPal. Where applicable thresholds are met, PayPal issues Form 1099-K directly to Consignor for payments received. Because payouts are processed through PayPal (a third-party settlement platform), no separate W-9 is collected by NeoWorld; PayPal handles recipient tax reporting via Form 1099-K where thresholds are met.

SECTION 21 — INDEMNIFICATION

Consignor agrees to indemnify and hold NeoWorld harmless from any third-party claims and any losses arising from Consignor's breach of the warranties in Section 6, including claims related to stolen, counterfeit, altered, or misrepresented items — whether discovered before or after sale.

SECTION 22 — CONFIDENTIALITY

22.1 Business Terms. Each Party shall keep the specific financial terms of this Agreement (including commission rates, payment amounts, and pricing strategies) confidential and shall not disclose them to third parties without the other Party's prior written consent, except as required by law or to enforce this Agreement.

22.2 Consignor Identity. NeoWorld will use Consignor's legal name in all internal records and financial documents. If Consignor requests in writing at the time of application that a Whatnot username, first name, or pseudonym be used in public-facing streaming content, NeoWorld may accommodate that request at its discretion. Such accommodation does not alter the use of Consignor's legal name in any financial, tax, or legal document.

SECTION 23 — DISPUTE RESOLUTION — BINDING ARBITRATION

23.1 Mandatory Arbitration.

THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL. ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ITS FORMATION, BREACH, TERMINATION, OR VALIDITY, SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION.

23.2 Arbitration Rules and Forum. Arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect at the time the demand is filed. Information about the AAA and its rules is available at www.adr.org or by calling 1-800-778-7879.

23.3 Seat and Location. The arbitration shall be seated in Ellis County, Texas. Hearings may be conducted in person in Ellis County, Texas, or remotely by mutual agreement.

23.4 Arbitrator. A single neutral arbitrator shall be appointed in accordance with AAA Commercial Arbitration Rules.

23.5 Governing Law in Arbitration. The arbitrator shall apply Texas substantive law.

23.6 Costs. AAA filing fees and arbitrator compensation shall be allocated in accordance with AAA Commercial Arbitration Rules, unless the arbitrator awards costs to a prevailing party.

23.7 Award. The arbitrator's award shall be final and binding. Either Party may seek confirmation, correction, or vacation of the award in a court of competent jurisdiction pursuant to Section 24 and the Texas Arbitration Act, Tex. Civ. Prac. & Rem. Code §§ 171.001-171.098, and the Federal Arbitration Act, 9 U.S.C. §§ 1-16.

23.8 Injunctive Relief. Nothing in this Section prevents either Party from seeking emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending arbitration.

SECTION 24 — GOVERNING LAW AND VENUE

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws principles. Any court proceeding to enforce, confirm, correct, or vacate an arbitration award, or to seek emergency equitable relief under Section 23.8, shall be brought exclusively in the state or federal courts located in Ellis County, Texas. Each Party consents to personal jurisdiction and venue in those courts for such purposes.

SECTION 25 — INDEPENDENT RELATIONSHIP

Nothing in this Agreement creates a partnership, joint venture, or employment relationship between NeoWorld and Consignor.

SECTION 26 — ELECTRONIC SIGNATURE

This Agreement may be executed by electronic signature. An electronic signature affixed by either Party is legally binding to the same extent as a handwritten signature, pursuant to Tex. Bus. & Com. Code §§ 322.001-322.021 (Texas Uniform Electronic Transactions Act) and 15 U.S.C. § 7001 (E-SIGN Act). NeoWorld will maintain an audit trail of each electronic signature, including the signer's name, date, time, and IP address, for the duration of this Agreement plus five (5) years. No notarization or witness is required.

SECTION 27 — ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

27.1 Entire Agreement. This Agreement, together with Exhibit A and the NeoWorld consignment application, constitutes the entire agreement between the Parties regarding the consignment of the Consigned Items and supersedes all prior discussions, representations, and agreements on that subject.

27.2 Amendment. This Agreement may be amended only by a written instrument signed (including by electronic signature) by both Parties. NeoWorld may update its receiving address pursuant to Section 9.3 by written notice without requiring a formal amendment.

27.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable; if it cannot be so modified, it shall be severed, and the remaining provisions shall continue in full force and effect.

27.4 Waiver. A Party's failure to enforce any provision of this Agreement on one occasion does not waive that Party's right to enforce it on any other occasion.

27.5 Counterparts. This Agreement may be executed in counterparts, each of which is an original, and all of which together constitute one instrument. Electronic counterparts are valid.

27.6 Notices. All notices will be sent to the email address on file in the intake application.

SECTION 28 — CONSIGNOR ACKNOWLEDGMENT

By signing this Agreement electronically through the NeoWorld consignment application, Consignor:

1. Confirms that all information provided in the consignment application is accurate and complete;

2. Represents that Consignor owns the Consigned Items free and clear of any lien, claim, or encumbrance that would prevent consignment;

3. Represents that no Consigned Item is counterfeit, a proxy, or in violation of any intellectual property right;

4. Acknowledges the non-cancellability provision in Section 10.2;

5. Acknowledges the UCC-1 perfection risk disclosed in Section 8;

6. Acknowledges the post-sale counterfeit clawback right in Section 16.2;

7. Consents to the use of electronic signature as binding under Section 26; and

8. Agrees to all terms and conditions of this Agreement.