EFTA00795463.pdf

Address: 6100 Red Hook Quarter, B3 St. Thomas 00802 United States Outlying Islands 2017-MSA•009007 Seller's Agreement Number: 182503 EFTA00795463  Christie's Christie Manson & Woods Limited 8 King Street, St. James's, London SW1Y 6QT Seller's Agreement Thank you for choosing Christie's to sell your property. This document sets out our agreement with you. In this agreement "you" and "your" means the seller whose details are set out below and "we" "us" and "our" means Christie Manson & Woods Limited. You can find the meanings of words in bold at the beginning of part 2 below. Date: April 19, 2017 Your Details Name: The Haze Trust Address: The Haze Trust 6100 Red Hook Quarter, 83 St Thomas 00802 United States Outlying Islands TelephonelMin= Your VAT number (if any): Client reference number: 10248528 iSeller's Agreement Number: 182503 Pan 1 - Details of the Auction and our Charges and Payment Terms A The Auction We plan to offer the property in the auction(s) currently scheduled to take place at the location(s) and on the date(s) set forth in the property schedule in part 3 of this agreement. B Charges This part sets out our charges for selling the property. Seller's commission We will not charge any seller's commission. Sale Expenses We will pay the following: a) The costs of packing the property and transporting it to the saleroom, including any customs, export or import duties and charges. and charges, c)—Handling-and-administration-fees-for-any-lots ofproperty-thatare unsold: cl)I2)_Marketing and illustration fees for the property. 1 2017-M5A-009007 Sellers Agreement Number: 182503 EFTA00795464  e)srfhe costs of any restoration to the Item of property that has been agreed by you in advance in writing. f)crfhe costs of any framing and/or unframing, and any mounting, unmounting and/or remounting, if applicable for the item of property provided that such costs have been agreed by you in advance in writing. gigl_The costs of any third-party expert opinions or certificates that we believe are appropriate for the item of property. We will promptly provide you with copies of any and all such opinions and certificates. hip_The costs of any physically non-invasive tests or analyses that we believe need to be carried out to decide the quality of the item of property, its artist or that it is authentic. We will promptly provide you with copies of the results of any and all such tests and analyses. Physical Loss or Damage Liability We will not charge you a physical loss or damage liability fee. We will accept responsibility for physical loss or damage to the property as follows: a) while the property is being transported from you to Christie's under the control of Christie's or its slipping agents; b) while the property is in Christie's possession or control; and c) i€-unsaldif the property must be returned to you, while the property is being transported fVm Chrlstie's to you under the control of Christie's or its shipping agents. Please refer to paragraph 16 of part 2 of this agreement for further details. If we do not already have the property in our possession, then you shall either-preptly-delivep-it-te-us-er-make it available to us and our shipping agents for our collection, as such deliyesy-Oecollection is contemplated der the terms of this sellers agreement. -) We-ace-net-charging-an-unsold-lot-fee- 2 2017-MSA-0090D7 Seller's Agreement Number: 182503 EFTA00795465 C Payment We will make any payment only to you. We will send you the proceeds of sale 35 days after the auction if we have received cleared payment in full from the buyer by then or, in the event that we have granted extended payment terms to the buyer pursuant to Part 2 paragraph 6 below, up to 95 days after the auction„ If we have not received payment by then, we will send you the proceeds of sale no later than 5 working days after we receive cleared payment in full from the buyer. We will pay you an enhanced hammer amount as follows: We will pay you an enhanced hammer amount of 10% of the hammer price provided that the proceeds of sale after such initial calculation are less than or equal to £20,000,000. If the proceeds of sale after such initial calculation exceed £20,000,000 we will instead pay you one of the following (whichever results in the greater proceeds of sale payable to you): either a) an enhanced hammer amount of 7% of the hammer price; orb) an enhanced hammer amount that results in proceeds of sale of £20,000,000. If the payment date falls on a Saturday, Sunday or public holiday, payment will be made on the next following working day. 74 3 2017-M5A-009007 Seller's Agreement Number: 182503 EFTA00795466  4 2017-MSA.009007 Seller's Agreement Number: 182503 EFTA00795467 D Your Agreement Parts 1, 2, 3 and 4 of this document form the terms of our agreement with you. Please read them carefully before you sign this agreement. Contractual obligations and duties created hereunder are only valid once both parties have signed this agreement. Once you have signed this agreement, you may not withdraw the property from auction except as allowed under Paragraph 9 of Part 2 of this agreement. I agree to the terms of this agreement. Signed by: Mr Darren K Indyke As trustee of the The Haze Trust settlement Signed by: for and on behalf of Christie Manson & Woods Limited S 2017-MSA-009007 Seller's Agreement Number: 182503 EFTA00795468 Pan 2 - Terms and Conditions of Sale CHRISTIE'S Please read all parts of this agreement carefully. 1- Meaning Of Words Used in This Agreement unsold lot fee - the charge, if described in Part 1B of this agreement, which after-sale — the sale of a lot which is unsold at auction in accordance with may also be referred to as a "81 Fee". paragraph 14(a). warranty - a statement or representation in which the person making it after-sale period - the period of time (if applicable, as set out in paragraph guarantees that the facts set out in it are correct and acknowledges that the 14(a)) during which you appoint us as your exclusive agent to sell a lot by other party is relying upon it to enter into this agreement. way of after-sale. working day - means any day other than a Saturday or Sunday or public authentic - a genuine example, rather than a copy or forgery, of: holiday on which Christie's offices are open for business in the sale site • the work of a particular artist, if it is described as the work of that where the property was offered. If we are to remit payment to you under artist; the terms of this agreement on a date that is not a working day, we will • a work created within a particular period or culture, if it is described as remit payment to you on the next following day that is a working day. a work created during that period or culture; 2 - The Buyer's Agreement • a work from a particular origin or source, if the work is described as You appoint us as your 'exclusive agent' to sell the property by auction and being of that origin or source; or agree that we may sell each lot to the buyer on the terms of the buyer's • in the case of gems, a work which is made of a particular material, if it agreement. You will be directly responsible to the buyer for: (a) the is described as being made of that material. warranties in paragraph 3 (a) to (f) below; and (b) any representations you authenticity warranty - the guarantee we give to the buyer of record in the authorise us in writin: to make to the bu er on our behalf. buyer's agreement that a lot is authentic, which may also be referred to as 3 - Your Warranties the "limited warranty". You give us the following warranties (and authorise us to give the buyer's agreement - the terms of the contract of sale between us as your warranties described in (a) to (f) to the buyer): agent and the buyer set out at the back of the auction catalogue for the a) You are the owner of the property, or a joint owner of the property auction your property was offered in and/or posted on our website related acting with the permission of your co-ownersrorrif-you-are-notthe to thethat auction, which may also be referred to as the "conditions of owner-ofehe-propertyi,; sale". buyer's premium - the charge the buyer pays us along with the hammer the-gionsofthis-agreernent•ndthe-buyer!sagreernefte price as set out in the buyer's agreement. in-relation-to charges - our charges as set out in Part 18. We will add relevant taxes to all the-sale-ofehe-propertw charges. iii)—You-areirrevocably-authorised-to-receive-theproceeds of-saleon Christie's group - Christie's International Plc, its subsidiaries and other behalf-of-theownerNof-the-property; companies within the corporate group. w) You-have-or-will-obtain-theowner4s)-oonsent-before-you-deduct condition - the physical condition of a lot. any-commission-costs-or-other-amounts-from-the-proceeds-of condition report - a report we may provide to a potential buyer on the sale you-receive-fromus; condition of a lot. vi- You-have-conducted-appropriate-customer-due-diligence-on-the enhanced hammer amount - the amount described in Part 1C. ownerfs)-of-the-Property-in-accordance-with-any-and-all estimate - the price range included in the catalogue, and/or posted on our applicableanti-money laundering-and-sanctionslawsr consent-to website or any saleroom notice related to the auction within which we us-relying-on-this due diligenceand will retain forape/kid-of not believe a lot may sell. The low estimate means the lower figure in the lessthan-5-years-the-docurnentabort-and-records-evidencing-the range and high estimate means the higher figure. The mid estimate is the duediligence: mid point between the two. vi)—You-will-make-such-documeotation-and-records-fincluding hammer price - the amount of the highest bid the auctioneer accepts for the originalsrif-available)-evidencing-your-due-diligence-promptly sale of the lot. avaitable4or-immediale-inspectiosvby-an-independentthird-party lot - an item of property to be offered for sale (or two or more items of audifor-upon-our-written-request-te-do-sorWewill-not-diselose property to be offered for sale as a group). suchdocumentation-and-recordsto-any-third-parties-unless-(4)-it marketing schedule- Part 4 of this agreement, which sets out our plans for marketing the property. by-lawror43 physical loss or damage liability fee - the fee described in Part 18, if laws: applicable. proceeds of sale - in relation to a lot, the hammer price and the enhanced hammer amount less all charges and other amounts owed to us under this b) You and any and all owners will be together and separately agreement (if any). responsible for performing your obligations under this agreement; property - the items you have asked us to offer for sale as described in Part c) You have the right to transfer ownership of the property to the buyer 3 of this agreement. without any restrictions or claims by anyone else; property schedule - Part 3 of this agreement which sets out information d) At the time of handing over the property to us, you have met all about the property. requirements relating to your exporting or importing the property. provenance - the ownership history of a lot. You are not aware that anyone else has tailed to meet thesethe legal reserve - the confidential amount below which, except as set out in requirements for exporting or importing the property. paragraph 5, we will not sell a lot e) You do not know, and have no reason to suspect, that the property is sale expenses - the expenses described in Part 18 of this agreement, if connected with the proceeds of criminal activity or results from a tax applicable. frau saleroom notice - a printed notice or oral announcement or online posting on our website giving more information about a lot or the auction or the terms of the buyer's agreement 6 2017-MSA•009007 Seller's Agreement Number: 182503 EFTA00795469  f) The property and any proceeds of sale paid to you pursuant to this c) in any circumstances for any special, consequential, incidental or agreement will not be used for any unlawful purpose and is not indirect damages of any kind. connected with any unlawful activity; If, despite the terms above we are found to be liable to you for any of the matters set out in this paragraph, we will not have to pay more than the hig,j_You have given us all information you are aware of (including third hammer price plus the enhanced hammer amount of the relevant lot or, if it party opinions which have been previously provided to you) relating to is unsold its mid estimate. the condition, provenance and authenticity of the property; 9 - Withdrawal i.)I2l_You have told us in writing about any alterations, repairs or restoration a) By you: to the property of which you are aware; i) You may not withdraw any lot from the auction unless we have broken any of our material obligations to you under this mechanieth-oart-is-M-a-safe-operating-conditiont agreement in a way that: kli) You have told us (A) cannot be put right; or of-whichwhether you are-aware-whiieh-mighl-affect-the-sale-or-value (B) has not been put right before the auction or within 103 ofhave tried to sell the property or-the-terms-on-which-..ve-are working days of you telling us in writing (whichever is prepared-( ;in the last five years), and earlier).L unless it is an error under Section 8(a) above, in 41,_You will tell us as soon as you become aware or have reason to wickggag we will correct by written oostine or sales room suspect, that any of your warranties above are, or may have become, announcement_es_orpvided above.. false. ii) To withdraw your lot in these circumstances, you must let us 4 Estimates know in writing as soon as reasonably possible after you become Estimates are shown on the property schedule. Any estimate listed in the aware that we have broken any of our material obligations to property schedule as "provisional" may be changed by us on an updated you. property schedule once we have received and examined the property at b) By us: our saleroom or as a result of a change in market conditions after the date If time permits prior to the auction (otherwise promptly following the of this agreement. An estimate is not a guarantee of the hammer price at auction), we will furnish you in writing a statement of the basis for our which we will sell a lot and is a statement of opinion only. Neither you, nor determination to withdraw a lot, which determination shall be anyone else, may rely upon any estimate as a prediction or guarantee of the reasonable and made in good faith, and we advise you in such actual selli rice of a lot. statement of the identity and location of and a detailed account of the 5 Reser information received from any outside authority we consulted in The reserve for a lot cannot be higher than its low estimate. If we are reaching such determination. unable to agree a reserve for any lot with you in writing before the auction, we will set it at the lot's agreed low estimate. We will be entitled to sell We may withdraw any lot from the auction at any time if: any lot below the reserve if we pay you as if the lot had sold at a hammer i) we have reasonable doubts about its provenance or that it is price equal to the reserve. authentic; 6 - Auction And Marketing Arrangements ii) the property is not in the same condition it was in when Subject to the terms of the marketing schedule, we will have complete originally inspected by us; freedom as to: iii) we have reasonable doubts about the accuracy of the warranties a) how we exhibit the property and how and where we exhibit-and in paragraph 3 or your confirmations set out in paragraph 19; market the property; iv) you have materially broken any of your material obligations to us b) the description, presentation and illustration of the property in the under this agreement, in a way that: catalogue, on our website related to the auction and in any condition (A) cannot be put right; or report; (B) has not been put right three working days before the c) how to divide the property into lots; auction or within 10 days of us telling you in writing, d) the contents of any saleroom notice relating to the auction; (whichever is earlier); or el how we organise the auction, including the date, place and manner of v) we reasonably believe at any stage that selling or offering the lot the auction, who we allow into the auction and whether we accept for sale will be illegal; or put us at risk of any legal claim or-cause any bid; damage-toosr-pepotatienror-that other just cause exists. f) whether to postpone, cancel or reschedule the auction; c) Consequences of withdrawing the lot from the auction gl whether we should consult anyone else about any lot andprovided, If we withdraw a lot from the auction under paragraph 9(b) or agree to however, if they provide us with a report, we shall promptly advise you doing so (other than as permitted under 9(a)): you in wntine of the identity and location of any third party with i) you will pay our reasonable direct, out-of-pocket costs and whom we consult about the property and the substance of such expenses in preparing the lot for sale; and consultation. ii) we will be entitled to end this agreement immediately by giving h) whether to grant extended payment terms to the buyer of up to 90 you written notice. days from the date of the sale. In addition, if we withdraw a lot from the auction under paragraph 7 Bidding 9(b)(iii) or (iv), or agree to you doing so (other than as permitted under You may not bid on your lot or orange for any person to do so on your 9(a)), you will also pay a withdrawal fee equal to 75% of the buyer's I behalf. However, we will have the right as your agent to bid on your behalf, premium (in-each-case-plus-relevant-taxes)-which would have been but only up to and not including the amount of the reserve. due if the lot had been sold at the low estimate. 8 - limits of liability 10 - Payment We do not give you any warranty in relation to any lot and will not be liable a) Currency to you: i) We will pay you in the currency of the relevant saleroom. a) for any mistakes or missing information in the description of any lot, ii) If you want us to pay you in any other currency, you must send provided that if we become aware of any such mistakes or missing us a payment instruction form (which we can give you), and information prior to the auction for the property. then time permitting, there may be a fee. We will buy the currency of payment within we will correct the same by written posting or sales room 2 working days of the date we pay you. Our certificate announcement• confirming the rate of exchange for such currency will be final. b) if the buyer fails to pay for the lot; and 7 2017-MSA-009007 Seller's Agreement Number: 182503 EFTA00795470 b) If the buyer fails to pay the royalty directly to the appropriate authority. You agree that if we If a buyer does not pay in full by the due date we, alone, will decide have failed to withhold such amount from the proceeds of sale what steps to take on your and our behalf. We do not have to: already distributed to you, you will reimburse us to the extent we have (i) pay you the amounts due from the buyer until the buyer pays us in made such payment. full (but we will do so if we have released the lot to the buyer as c) Taxes described in paragraph 11 below); i) You are responsible for paying any goods, service or other value (ii) enforce payment by the buyer; or added taxes or duties at the rate and time required by the (iii) take any legal proceedings on your or our own behalf. relevant law. We have the right to withhold relevant tax amounts Please note that exchange control restrictions in certain countries can from any sale proceeds due to you for the purpose of paying taxes result in delays to payment by buyers, and that these delays can on your behalf if required by law to do so. sometimes be significant. If a delay of this kind is a concern to you please ii) You are responsible for any taxes payable from the sale of the contact us prior to the auction. property that are personal to you. c) Right to delay payment iii) You must give us all relevant information about your tax status We may delay paying the proceeds of sale to you for a reasonable and that of the property. If lots are to be sold under the margin period if we reasonably believe that any of the circumstances set out in scheme you must confirm that you have not applied input VAT to paragraph 15 (a)(ii) to (v) inclusive may apply. the lots to be offered for sale and that these lots qualify for 11 - Ownership auction under the margin scheme. a) Transferring ownership to the buyer iv) If we have to pay any taxes, duties or other amounts to Ownership of the lot will transfer to the buyer when we receive full and any tax authorities on:your behalf or as a result of any clear payment from the buyer. information you give us under paragraph (i) above b) Transferring ownership to us being incorrect or due to your failure to complete any If we release any lot to the buyer before we receive payment in full forms required by law, you must refund us the full from the buyer, we will pay you the proceeds of sale for that lot on amount and our related costs or expenses when we the due date for payment. If this happens, and in any other ask you to do so. circumstances where we pay you the proceeds of sale before we are 14 - Unsold Lots And Sales After The Auction paid by the buyer, we will own the lot and take over all your rights to a) Sales after the auction recover payment from the buyer. You will do everything needed to If any lot is unsold at auction, you appoint us as your exclusive agent transfer ovenershi • of the lot to us. for a 60 day after-sale period after the auction to sell the lot privately 12 - Further Rights for no leis than the reserve and under the terms of this agreement; a) Right of retention provided, however, that you shall be free to accept or reject in your We may keep any-kethe proDelty (and any other items belonging to sole discretion any offer received during said 60 day after-sale period. you which are under our control or under the control of another However, if we sell the lot privately, we will pay you the sale price of Christie's group company): the relevant lot only and not the enhanced hammer amount For (i) until you have paid all amounts you owe us or any Christie's group post-auction sales, during this 60-day after-sale period, all references company; to "hammer price" in this agreement will be read as if they mean the (ii) for a reasonable period if we become aware of anyone else sale price of the relevant lot. claiming ownership of, or any other interest in, the lot or we have b) Collection of unsold lots reasonable doubts as to whether it is authentic We will not release any unsold lot to you until you pay us, in cleared (iii) while we complete our client identification and registration funds, all amounts you owe, including taxes, if any. procedures to our satisfaction; or If any lot is unsold after the expiration of the after-sale period, and we (iv) if we consider in the reasonable exercise of our judgment that we and you do not mutually agree in writing that the lot will be re-offered have to do so by law or regulation or due to a government inquiry. by us in a future sale, then we will return the lot to you at your address In these circumstances, we may charge you storage, transport, set forth in Part 1 of this agreement. If, however, due to your actions handling and physical loss or damage liability fees from the date that is or due to your failure to act, we are prevented from returning the lot to 90 calendar days following the date we become entitled to keep the you within 30 days of your receipt from us of written notice of the lot Other terms and conditions, which can be found together with intent to return the same, which notice shall be sent by us following applicable storage costs on our website at www chricties com/storage the expiration of the after-sale period then, unless otherwise agreed by shall also apply except that in the event of any inconsistency between us in writing, we may, in accordance with the terms set forth on those terms and conditions and this paragraph 12(a), this paragraph wynatchristies.com/storage remove the lot from our premises and shall prevail. store it at an offsite location disclosed to you in said notice re-offer b) Right of sale and-sell-itr or we may return it to you at your risk and we may charge If you owe-money-to-us-or-to-another-Christiess group companyr and you our costs, expenses and fees for doing so. we are-holding-any-of-your-property, we can sell it-in-any-way c) Re-offering unsold lots cominercially-reasonablewe-thinkeppropriate i) We will not pay you the enhanced hammer amount upon the c) bj Using the money sale for any lot reoffered under this agreement at a future You authorise us to use the proceeds of sale and any other amounts we auction unless we and you agree to do so in writing. owe you to: 15 - Cancelling The Sale Of A Lot (v) pay any amount you owe us; and a) We can cancel a sale if: the buyer fails to pay in full; ii) any of your (vi) pay on your behalf any amount you owe any other Christie's group warranties in paragraph 3 or your confirmations in paragraph 19 are not com • an . correct; iii) we reasonably decide that the buyer is entitled to cancel the 13 • The Buyer's Premium, Artist's Resole Royalty and Taxes sale under the authenticity warranty; iv) we reasonably believe that a) Buyer's premium completing the transaction is or may be unlawful; or v) we reasonably We will be entitled to charge the buyer, and keep, a buyer's premium. decide that the sale of the lot places us or you under any liability to b) European and UK artist resale royalty anyone else or may damage our reputation. In certain countries local laws entitle the artist or the artist's estate to b) In these circumstances you authorise us to accept the return of the lot. a royalty. You agree that if we pay the royalty to the appropriate If we have already paid you any of the proceeds of sale, you must repay authority without being reimbursed by the buyer, we may, in our them to us when we ask you to do so. discretion, either deduct the royalty from the proceeds of sale or pay 8 2017-MSA-009007 Seller's Agreement Number: 182503 EFTA00795471 c) In the circumstances set out in paragraph 15(a) (ii) (iii) and (iv) if c) Personal information cancellation is as a result of your actions or failure to act, you must also By signing this agreement, you accept that we will hold and process pay us in full within 14 days of when we ask you to do so for any loss, your personal data or information and may pass it to another liability (whether to the buyer or anyone else), expense or cost (including Christie's group company for use as described in, and in line with our reasonable legal fees{ we reasonably must pay as a result. privacy policy. You can see a copy at christies.com/privacypolicy. dl for the purposes of this paragraph. "cancer shall include cancellation d) Introductory commission termination and rescission under the Uniform Commercial Code. Where you have been introduced to us by someone else, you agree 16 • Physical toss Or Damage To The Property that we may pay an introductory commission to that person where we a) 0w-responsibitity-to-accept-liability-We will be liable for the risk of have agreed to do so. If we do pay an introductory commission, we physical loss or damage to the-property-during-a lot from the time require the recipient of such commission to inform you that they are period(s)-detailed-we have a lot in Part-18-above-and-will-end-as receiving an introductory commission and the amount of such foROws:our possession or control, or it is in the possession of commission. Please contact us if you would like further information. transporters acting under our instructions. Our liability will end: e) Transferring your tights and responsibilities i) If a lot is sold, then on the earlier to occur of when (A) the buyer You may not grant a security over or transfer your rights or pays in full for the lot, and (B) when the buyer collects the lot; or responsibilities under this agreement unless we have given our written ii) If a lot is not sold, from whichever is the earlier of the following: permission which we will not withhold unreasonably. This agreement (A) when you or a person you appoint collects the lot; (B) when will be binding on your estate and anyone who takes over your we return the lot at our expense to you or a person you appoint, responsibilities. if we are required to do so under this agreement; and (C) at the f) Translations end of the 90th day following the date of the sale. If we have provided a translation of this agreement we will use this b) Our liability under paragraph 16(a)—above will be limited by the original version in deciding any issues or disputes which arise under following: this agreement. Before the auction, we will not pay more than the mid estimate; g) Indemnification or You shall indemnify us against all costs, losses and damages of any ii) Alter the auction, we will not pay more than the hammer price kind associated with any claim or dispute related to any of your plus the enhanced hammer amount if the lot is sold; or, if a lot is warranties in paragraph 3 above, or any act or omission with regard to not sold, the reserve; and the obligations under this agreement by you, your representatives or iii) We will not be liable for any physical loss or damage to any lot agents (other than Christie's) regarding the offering for sale of the caused by climatic or atmospheric conditions beyoodnot within Property. our reasonable control, as long as we take reasonable care and h) Entire agreement skill in handling the lot to reduce the risk of physical loss or This agreement is the entire agreement and understanding between damage-; you and us concerning the property. It will replace any and all other iv) We will not be liable for any physical loss or damage to picture agreements or statements between you and us relating to the frames or to glass forming part of picture frames caused by Property. circumstances beyond our control as long as we take reasonable i) taw and disputes care and skill in handling the lot to reduce the risk of physical loss With respect to sales in London, this agreement and any rights arising or damage; and outside of, but related to, this agreement will be governed by English v) Certain other conditions whicb-are-avabattle-from-us-or-en-miry law. Before either we or you start any court proceedings (except in the s set forth in limited circumstances where the dispute, controversy or claim is related Appendix 12 hereto. to a lawsuit brought by a third party and this dispute could be joined to 17. Ending the Agreement that proceeding), and if we both agree, we will each attempt to settle a) Termination the dispute by mediation following the Centre for Effective Dispute We will be entitled to end this agreement immediately on giving you Resolution (CEDR) Model Mediation Procedure. This will be with a written notice if: i) you have broken any of the warranties; ii) a lot is mediator affiliated with CEDR and mutually acceptable to each of us. If withdrawn; or iii) the auction is cancelled. the dispute is not settled by mediation, you agree for our benefit, that b) Events beyond our control the dispute will be referred to and dealt with exclusively in the courts of Neither of us will be responsible for any failure to meet our obligations England and Wales. However, we will have the right to bring under this agreement which is caused by circumstances beyond our or proceedings against you in any other court. your reasonable control. This includes, but is not limited to strike, lock- Execution of this agreement out, fire, flood, natural disasters, war, armed conflict, terrorist attack, This agreement may be executed in counterparts. which taken together and nuclear and chemical contamination. shall constitute the executed agreement. Executed copies of this 18 - Photographs And Illustrations agreement transmitted by facsimile or by emailed nes shall be We have the right to photograph, video or otherwise reproduce images of the considered original executed copies of this agreement. property in whatever way we think appropriate, as allowed by law. The 20 - Confidentiality copyright in any images will belong to us. Both of us agree to keep all the terms of this seller's agreement confidential 19. Other Conditions unless otherwise required by law. a) Validity If a court finds that any part of this agreement is not valid, or is illegal or impossible to enforce, that part of the agreement will be treated as being deleted, and the rest of this agreement will not be affected. b) Your identity You confirm that your name and address set out on page 1 of this agreement are accurate. You also agree to give us any information and documents we may reasonably need to satisfy our client identification and registration procedures, and confirm that all the information and documents you give us are accurate and are originals or true copies of the originals. 9 2017-MSA-009007 Seller's Agreement Number: 182503 EFTA00795472  Christie's Part 3 - Property Schedule s Description of Property Proposed Sale, Date and Location Estimates Reserve Giacometti Impressionist & Modem Art Evening Sale GBP 15,0000001 TEIG Figure moyenne II 27 June 2017 2&000,000 Christie's, Icing Street, London 10 2017 -MSA.009007 Seller's Agreement Number: 182503 EFTA00795473  Christie's Part 4 • marketing schedule In order to market the property for sale, we plan to: - present the property over multiple pages in the London Impressionist & Modern Art Evening Sale catalogue; - display the property in a window at Christie's King Street in advance of the Impressionist & Modem Art Sale week; - display the property on digital screens in selected Christie's locations globally, with a bespoke audio tour; - feature the property in Christie's Magazine; - include the property in the press release for the June sales of Impressionist and Modern Art in London; - display the property in a prominent position in the pre-sale view at Christie's King Street and during the week of high-profile client events (cocktail reception, private tours, dinner and lecture); - tour the property to Hong Kong for exhibition as part of the international highlights tour in May 2017; and - include the property in the Chinese language highlights brochure for the June sales of Impressionist and Modern Art in London. Note: All marketing obligations are subject to all copyright and intellectual property clearances