ELECTRIFY EXPO EXHIBITOR TERMS AND CONDITIONS

These Terms govern any Order Form that incorporates these Terms by reference. This Agreement constitutes the sole and entire agreement of the Parties with respect to the Agreement, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Agreement. Electrify and Exhibitor are sometimes referenced herein together as the “Parties” and each individually as a “Party.”

Recitals

a) Electrify is in the business of owning, organizing and producing the Electrify Expo (“Electrify Expo”). The Electrify Expo (“Event” or “Show”) shall mean the Electrify Expo, a series of e-mobility festivals organized, produced, promoted and operated by Electrify during the Term (as defined below) as specifically set forth on the Order Form.

b) Exhibitor desires to participate, sponsor or display at the Electrify Expo and advertise its brand and products (collectively, the “Products”) on the terms and conditions set forth in this Agreement.

Now, therefore, the Parties hereby agree as follows with the intent to be legally bound:

1. Agreement

1. Acceptance and Agreement. This Agreement when properly executed by Exhibitor and Electrify shall constitute a valid and binding agreement between Electrify and Exhibitor for Exhibitor to lease exhibit space or booth(s), and if applicable, demo space or sponsorship at the Event. Electrify reserves the right to accept or refuse, in its sole discretion, any application or participation in the event. In the absence of Electrify's acceptance of an application, Electrify incurs no obligations hereunder. Electrify reserves the right to interpret this Agreement in its sole discretion and to adopt further regulations as may be deemed necessary by it for the general success of the Electrify Expo.

2. Exhibitor Benefits and Obligations. In consideration of the Exhibitor Fee as set forth in the Order Form, Electrify will make available to Exhibitor the space or opportunity described under the "Exhibitor Deliverables" section of the Order Form for the Event Dates and location(s) listed therein and on the terms and conditions set forth in the Agreement. In addition to the obligations set forth in these Terms, Exhibitor agrees perform such other obligations as may be set forth in the Order Form.

3. Assignment of Space. Upon acceptance of this Agreement by Electrify, space will be allocated on a first-come, first-served basis. Electrify reserves the right to move locations of Event participants, from time to time, for any reason. Electrify in its sole discretion reserves the right to add, alter, or delete any space from the floor plan at any time in its sole discretion. Should it be necessary, in Electrify's sole discretion, Electrify may move an already allotted space from one place to another, reduce the size of the space, close or alter the location of any exits or entries, carry through any structural alterations, or make any other changes it deems appropriate in its sole discretion. If the contracted space is reduced in size by such changes, Exhibitor's fee will be adjusted proportionately. Electrify shall not be liable for errors in acceptance of application or allocation of space. In the event Electrify elects to exercise its right to change Exhibitor's exhibit space, Exhibitor will be notified of its newly assigned space by Electrify.

4. Date(s) of Event. Event dates and locations are stated in the Order Form. Electrify may, in its sole discretion, postpone, shorten, or cancel the Event and to change, increase or decrease Event hours, days, date(s) or location(s) (each such occurrence, a "Change"). In the event of any Change, this Agreement shall be deemed valid for the new dates and duration and confers no right on the Exhibitor to material from the Agreement. If the Event is canceled by Electrify, the Agreement will be terminated with no liability to Electrify except that Electrify shall be obligated to refund fees paid by Exhibitor, as required by the provisions of Section 22. Exhibitor expressly agrees and acknowledges that except in the event of a cancellation where Exhibitor may be entitled to a refund of fees paid, Exhibitor shall not be entitled to, and expressly disclaims, any right or claim to any damages or payments from Electrify as a result thereof.

5. Application for Space and Terms of Payment. Application for exhibit space at the Event is made by returning the duly signed Order Form to Electrify, accompanied by the deposit specified in the Order Form. APPLICATIONS WILL NOT BE CONSIDERED IF NOT ACCOMPANIED BY THE REQUIRED DEPOSIT. Exhibitor shall not share, assign, sublease, sublicense, or otherwise grant rights or transfer to a third party, including ‘sister brands’ that the Exhibitor may own, share equity in, or otherwise be affiliated with, for use of the exhibit space without the prior written consent of Electrify, which consent may be denied in its sole discretion. Any purported assignment, sublease, or sublicense in violation of this Section shall be null and void. No purported or approved assignment, sublease, or sublicense shall relieve Exhibitor of any of its obligations hereunder. All late payments shall bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Exhibitor shall also reimburse Electrify for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at law (which Electrify does not waive by the exercise of any rights hereunder), Electrify shall be entitled to deny Exhibitor access to the Event if Exhibitor fails to pay any fees when due hereunder and such failure continues for 10 days following written notice to Exhibitor. Exhibitor may not withhold or reduce payment by virtue of any claims against Electrify in connection with this Agreement.

6. Exhibitor Products & Affiliate Programs. Exhibitor will make best efforts to provide requested products to Electrify Expo for purpose of filming, promotional usage and/or on-site usage by Electrify. If available, Exhibitor will include Electrify into any affiliate or available referral programs.

7. Rules and Regulations. Exhibitor will abide by all rules and regulations provided by Electrify regarding the construction, maintenance, and tear-down of the exhibit space, as well as any rules and regulations promulgated, from time to time, by Electrify or the venue where the Event will be held. These rules and regulations may change from time to time and with respect to different venues. Electrify shall provide Exhibitor all rules and regulations and notice of changes to such rules and regulations by email to the email address provided by Exhibitor in the Order Form. Electrify reserves the right to determine the suitability and appropriateness of all exhibits and the attire and conduct of all exhibit personnel and to regulate the same at its sole discretion. Exhibitor must provide the necessary safety items to protect attendees, other exhibitors, and all others from operable equipment or from any other material, processes, or operations that might cause bodily harm. Exhibitor will not use any copyrighted music or dramatic materials or any other property owned by a third party without first obtaining licenses for the use of the same. Exhibitor will not discriminate against any person in connection with admission to its exhibit space, services rendered or privileges offered, on the basis of race, creed, ancestry, sexual orientation, disability, color, sex, marital status, age, religion, or national origin.

8. Use of Space. Electrify will manage and coordinate all aspects of the Event space and may appoint any subcontractors or outside sources of supply as it deems fit to assist it in carrying out this responsibility. EXHIBITOR SHALL NOT UTILIZE THE SERVICES OF ANY THIRD-PARTY CONTRACTOR WITHIN THE CONFINES OF THE EVENT SPACE UNLESS AUTHORIZED BY COMPANY AT LEAST 5 DAYS PRIOR TO THE START DATE OF THE EVENT. Any authorized third-party contractor of Exhibitor shall be an "Exhibitor Appointed Contractor" or "EAC". Exhibitor is solely responsible for and agrees to indemnify, defend and hold Electrify harmless with respect to any consequences or liability relating to, involving or arising in connection with the engagement of any EAC by Exhibitor and any matter involving EAC and the Event venue or the activities of EAC in connection with Exhibitor and its responsibilities. Electrify reserves the right to decline, prohibit or expel any exhibit, item or feature thereof which, in its judgment, is inappropriate or out of keeping with the character of the Event, this reservation being all inclusive as to persons, things, printed matter, product, conduct, sound level, etc. Exhibitor agrees to change the wording of any sign determined by Electrify not to be in the best interest of the Event. Noisy or obstructive exhibits or activities producing objectionable noise or odors are prohibited. Sound amplifying devices may be operated only at levels not objectionable to other Exhibitors. Distribution of advertising material and solicitations of any sort shall be restricted to the Exhibitor’s booth. Exhibitor’s exhibit or products may not extend beyond the limits of the Exhibitor’s booth and no part of any exhibit or product may extend into any aisle. No Exhibitor shall arrange its exhibit so as to obscure or prejudice adjacent Exhibitors, as determined by Electrify. All demonstrations by Exhibitor must be located so that assembled crowds are within the Exhibitor’s space and not blocking any aisle or neighboring exhibits. The aisles, passageways, and overhead spaces in or around Exhibitor's space remain strictly under Electrify's control, and no exhibit materials, products or equipment, including but not limited to signs, decorations, banners, advertising materials, and special exhibits, are permitted in any of these spaces without Electrify's express, written permission. Any space not occupied by Exhibitor at the time set for completion of installation of displays will be reassigned at the discretion of Electrify. Exhibitor agrees to keep its exhibit open and staffed at all times during the Event hours as set forth in the Order Form or as otherwise communicated by Electrify to Exhibitor in writing via email or other electronic communication or posting to Electrify's website of the Event hours.

9. Booth Construction and Arrangement. Exhibitors are required to participate in, and professionally activate their display space(s) and demo space(s), when applicable. Activation space shall be populated with premium display properties comparatively present at large festivals and/or regional auto shows. Pop Up Tents (E- Z-Up tents) are not permitted unless approved by Electrify at least sixty (60) days in advance of the Event Date. Exhibitor shall be bound by all pertinent laws, codes and regulations of municipal or other authorities, including any additional or specific rules adopted by Electrify or required by the Event venue (collectively, "Laws"). Exhibitor shall construct its exhibit in conformity with all Laws, any rules or requirements of the Event venue, and any additional and specific rules issued by the Electrify for the Event. Exhibitor shall cause its exhibit to display its products or services tastefully as determined by Electrify in its sole discretion. Electrify reserves the right to restrict or remove any exhibit that Electrify, in its sole discretion, believes is objectionable or inappropriate. Exhibitor shall change or alter its exhibit at the request or instruction of Electrify or the Event venue. Electrify reserves the right to reject or later remove an exhibit based on, without limitation, Exhibitor's failure to (a) initially construct its exhibit in conformity with all applicable Laws or (b) subsequently obey instructions pertaining to the exhibit's quality, character, or construction. Without limiting the foregoing, Exhibitor is solely responsible for ensuring that its exhibit is accessible to persons with disabilities, as required by the Americans with Disabilities Act (ADA), and shall indemnify, defend and hold Electrify harmless from any consequences or liability for any failure by Exhibitor to do so. Set-up and tear-down hours requirements will be communicated by Electrify to Exhibitor in writing via email or other electronic communication or posting to Electrify's website and are subject to change upon notice to Exhibitor provided by email or other electronic communication or posting to Electrify's website. If Exhibitor is not set up by the time specified by Electrify, Electrify reserves the right to re-assign the allocated space to another exhibitor or to make other use of the space as it deems appropriate, in its sole discretion. The cost for any such re-assignment or allocation will be solely Exhibitor's responsibility. All exhibits must be dismantled and removed from the facility by the time communicated by Electrify to Exhibitor in writing via email or other electronic communication or posting to Electrify's website. Exhibitor shall have an authorized representative on-site during setup and dismantling periods to oversee exhibit materials, receipt, and shipment.

10.Additional Services, Requests, Badges. Exhibitors must, at all times including but not limited to set-up and break-down, wear an Event exhibitor badge to enter the Event. PLEASE NOTE: Due to security regulations, Exhibitors may be asked to present photo ID to receive badges. All Exhibitors must identify all personnel, including any EACs, who will be working in Exhibitor's booth. Exhibitor will receive the number of badges specified in the Order Form prior to or at the beginning of the Event. Exhibitor may request additional services and/or changes to space and/or options selected by making a written request to Electrify either before or during the Event. Accommodation of any such requests shall be at the sole discretion of Electrify and shall be considered accepted by Electrify only in the case of a written approval by an authorized agent of Electrify. Accommodation of any such requests may be conditioned on the payment of specified fees to Electrify and/or one or more third parties. Any required payments shall be made prior to the provision of such services unless otherwise agreed by Electrify in writing. Requests for additional/different exhibition space is subject to availability and the Electrify's sole discretion

11. Allocation of Responsibilities, Protection of Facilities, Installation & Dismantling. Any responsibility or effort not expressly reserved to Electrify hereunder, shall be deemed to be the responsibility of Exhibitor. Exhibitor shall be solely responsible for obtaining any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, royalties or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event. Nothing shall be posted on, or tacked, nailed, screwed, or otherwise attached to the columns, walls, ﬂoors, or other parts of the Facility exhibit area without permission from the Electrify. Fluids, caustic or staining, must not be used where they may damage ground coverings. Packing, unpacking and assembly of exhibits shall be done only in designated areas and in conformity with directions of Electrify. Installation and dismantling regulations for booth build and set up will be provided by Electrify. Exhibitors will be required to manage the items within the booth as necessary for their display.

12. Exhibitor Move In, Move Out. Movement of exhibits and vehicles in and out of the Event must be handled by Exhibitors or EACs. No exhibit will be allowed into or out of the Event without an ofﬁcial clearance from Electrify. Move in and move out times and access outside of Event hours are limited to those specified by Electrify. At such time after the close of the Event as Electrify may specify or upon sooner termination of this Agreement, all exhibits shall be removed and cleared from the Event space. Exhibitors will pay the cost of repairing any damage caused to the Event location or facility by the Exhibitor and/or its EACs.

13. Safety. All display materials used for decoration must be ﬂame-proof. All electrical equipment or devices used in or about an exhibit must be in good operating condition and able to pass ﬁre and/or electrical inspections. Extra materials stored in Exhibitor’s exhibit space must not block access to the exhibit or cover electrical wires or outlets. The aisles, passageways, and overhead spaces remain strictly under Electrify’s control, and no exhibit materials or equipment, including but not limited to signs, decorations, banners, advertising materials, and special exhibits, are permitted in any of these spaces without Electrify’s express, written (email to suffice) permission. Exhibitor shall cooperate responsibly with all Laws including local ordinances and Electrify rules regarding health, ﬁre prevention and public safety. If inspection of an Exhibitor’s booth discloses a failure to comply with any applicable Law, or if Electrify determines that all or any part of an exhibit presents a ﬁre hazard or other danger, Electrify may cause the removal of all or a portion of such exhibit at the Exhibitor’s expense. Under no circumstances may the weight of any equipment or exhibit material exceed the Facility’s maximum ground load. Exhibitor accepts full and sole responsibility for any injury or damage to property or persons resulting from failure, knowingly or otherwise, to distribute the load of its exhibit material in conformity with the maximum ﬂoor load speciﬁcations. Exhibitor is responsible for and will ensure that all attendees within its designated area are adequately supervised and properly trained by Exhibitor’s qualified representatives to ensure the safety of attendees.

14. Security. While Electrify may provide perimeter security guard service for the Event area during the Event and while the Event is closed, it is under no obligation to do so, and any security provided by the venue may be discontinued at any time. Exhibitor agrees that Electrify is not liable for anything its guard service, or facility security does or fails to do. This includes, but is not limited to, damage, theft, or loss sustained by Exhibitor’s exhibit or its representatives. Whether or not such security is provided, Exhibitor shall be solely responsible for the protection of its property and its confidential and proprietary information, and for obtaining insurance with respect thereto as set forth in Section 27. Electrify shall, in any event, have no obligation to provide security services and makes no representation or warranty whatsoever, and disclaims all liability with respect to security of the premises or Exhibitor's goods or equipment. Exhibitor hereby releases and shall hold Electrify harmless with respect to the same.

15. Admission; DashPass Program. Electrify shall have sole control over admission policies at all times. The Exhibitor agrees to actively participate in and comply with the requirements of the Electrify’s DashPass Program (the “Program”). Participation includes, but is not limited to, offering Exhibitor’s products or services through the Program and adhering to the operational guidelines and terms outlined in the Program’s policies, as may be updated from time to time. The Company reserves the right to monitor Exhibitor’s compliance and performance within the Program and to implement corrective measures if necessary to ensure continued alignment with Program objectives.

16. Filming and Video Recording Rights; Electronic Messages; Social Media. From time to time, photographs, motion pictures and/or video recordings may be made in the Event facility, which recordings may include images of Exhibitor, its employees, agents and related merchandise and displays. Exhibitor shall not hinder, obstruct or interfere in any way with such photography or recordings whether by Electrify, or their agents, attendees or other exhibitors, and Exhibitor hereby consents to Electrify’s use of such recordings for commercial purposes. Exhibitor hereby authorizes Electrify and its designees to record, transcribe, modify, reproduce, publicly perform, display, distribute, redistribute, and transmit in any form and for any purpose any such recording of the Event. Exhibitor hereby releases Electrify and its designees from, and waives all claims it may have, now or in the future, in connection with such activities, and specifically waives any statutory restriction on waivers of future claims or moral rights. Exhibitor agrees to secure any necessary consents and approvals required to include its employees, agents and products in any such recordings in any format and for any purpose. By providing Electrify the e-mail addresses set forth on the Order Form, Exhibitor hereby consents to receiving commercial e-mail messages from Electrify, its afﬁliates and partners as well as third parties licensed to send such e-mail messages to Exhibitor by any of the foregoing. Electrify encourages Exhibitor to use social media to promote participation in the Event and engage with attendees. Exhibitor agrees to remove any social media or online posts relating to the Event that in Electrify’s reasonable discretion do not conform to the purpose or character of the Event or that disparage, misrepresent, or otherwise harm Electrify.

17. Errors and Omissions. . Exhibitor agrees that Electrify will not be liable in the event of any errors or omissions. Exhibitor acknowledges and agrees that Electrify makes no representation or warranties with respect to the number of exhibition attendees or the demographic nature of such attendance

18. Prohibited Activities; Representations and Warranties. Exhibitor shall only exhibit products that it manufactures, represents or legally distributes. All exhibits shall display products or services in a tasteful manner. Uniformed attendants, models and other employees of Exhibitor must remain within its booth. Any and all advertising distribution must be made from Exhibitor’s booth space. Strolling entertainment or moving advertisements outside of an Exhibitor’s exhibit space are prohibited. No food or drinks may be provided by Exhibitor to any Show visitors unless expressly authorized by Electrify in writing and in advance. Alcoholic beverages are not permitted in the Event space without prior authorization from Electrify and the venue. Any infraction of this rule may cause Electrify to immediately remove Exhibitor from the Event space and close Exhibitor’s exhibit for the remainder of the Event. Exhibitor may not disparage or otherwise make false statements regarding the Event or any other exhibitor at the Event. Without limiting the foregoing, Exhibitor represents and warrants that:

Exhibitor’s participation in the Event and activities thereunder will comply with all applicable federal, state, and local Laws, regulations, and ordinances, including safety, labor, and data privacy laws;
All products or services displayed, demonstrated, or sold at the Event are safe, free from defects, and comply with all applicable laws, regulations, and industry standards;
Exhibitor will ensure its representatives are properly trained to demonstrate its products in a professional, safe, and effective manner;
Exhibitor will provide adequate supervision to ensure the safety of attendees within its designated area and take immediate action to mitigate risks as necessary;
Exhibitor will promptly report to Electrify any condition, activity, or occurrence it observes at the Event that Exhibitor deems unsafe;
Exhibitor will not interfere with the activities, displays, or operations of other exhibitors and will only use its designated space for demonstrating its products;
Exhibitor will not encroach upon, obstruct, or utilize any other space outside its assigned exhibit area without prior written (email to suffice) consent from Electrify;
Exhibitor will obtain all necessary consents from consumers before collecting, processing, or sharing any consumer data;
Exhibitor will comply with all applicable data privacy laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and other relevant Laws, in connection with the collection, storage, and use of consumer data;
Exhibitor will obtain explicit consumer consent before sharing consumer data with Electrify and ensure that the shared data is only used in compliance with applicable privacy Laws;
Exhibitor will not share or provide any consumer personally identifiable information (PII) to Electrify without first obtaining proper and verifiable consent from the consumer;
Exhibitor will conduct itself and operate its exhibit space in a professional, lawful, and safe manner, refraining from any behavior or activity that could damage the reputation of Electrify, the Event, or its participants; and
Exhibitor will adhere to all health, safety, and security protocols issued by Electrify or the Event venue, including any measures related to fire safety, structural integrity of exhibits, and compliance with public health guidelines.

19. Sales of Products. Sales of products or services at or in connection with the Event by Exhibitor shall be undertaken, if at all, subject only to the terms and approval in writing from Electrify no later than sixty (60) days prior to the Event. Any sales of products or services which violate the terms of this Agreement shall be a material breach of this Agreement and shall subject Exhibitor to immediate termination of Exhibitor’s rights hereunder

20. Additions or Corrections. Electrify may amend these Terms from time to time upon posting on Electrify’s website. Exhibitor agrees to accept notice of material additions or amendments by email to the primary email address provided in the Order Form and to consider such additions or amendments incorporated as part of this Agreement.

21. Intellectual Property.

a. Exhibitor Marks. Exhibitor and its affiliates hereby grant to Electrify a fully-paid, perpetual, non-exclusive, royalty-free, worldwide license to use, display and reproduce the Exhibitor's name, logos, service marks, symbols, trade names and/or trademarks and product names provided by Exhibitor to Electrify (collectively, the “Exhibitor Marks”) in any directory (print, electronic, or other media) that list the exhibitors participating at the Event and to use such Exhibitor Marks in Electrify's promotional materials. Exhibitor Marks include, but are not limited to, those registrations and/or common law trademarks listed in the Order Form. The Exhibitor Marks are and shall remain exclusively the property of Exhibitor or its affiliates. Electrify acknowledges that it has no right, title or other interest in or to the Exhibitor Marks other than the limited right to use during the Term (including any extension thereof) as set forth herein. Electrify is not liable for any errors or omissions in any show guide listings or descriptions. Electrify shall also have the right to take photographs of Exhibitor's booth space, exhibit, and personnel during, before, or after the open hours of the Event and use such photographs for any legal purpose.

b. Use of Event Insignia. Exhibitor may not reproduce the Event's or Electrify's logo, name, marks, or other insignia on items, documents, or advertising materials, without Electrify's prior written consent.

c. Electrify Materials. Any materials that are distributed to Exhibitor related to the planning or execution of the Event, including but not limited to, any Event manual or directory, are owned exclusively by Electrify. Electrify grants Exhibitor a limited, revocable, non-transferable, non-exclusive license to use such materials solely in connection with Exhibitor's participation in the Event. If Exhibitor ceases to be an exhibitor at the Event, including at the conclusion thereof, Exhibitor shall promptly destroy all such materials unless Electrify requests in writing that Exhibitor return such materials to Electrify.

22. Exhibitor Fee and Payment. Exhibitor agrees to pay Electrify the Exhibitor fee as set forth in the Order Form on the terms and in the manner set forth under "Payment Details" in the Order Form (the "Exhibitor Fee"). Exhibitor will pay the Exhibitor Fee via the ACH information listed in Exhibit D attached hereto. Exhibitor acknowledges and agrees that time is of the essence in remitting the above scheduled Exhibitor Fee payments. If any Exhibitor Fee payment is not received by Electrify on or before the applicable payment due date, then all late payments shall bear interest at the lesser of the rate of 10% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Exhibitor shall also reimburse Electrify for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under this Agreement or at Law (which Electrify does not waive by the exercise of any rights hereunder), Exhibitor shall be entitled to deny Exhibitor access to the Event if Exhibitor fails to pay any fees when due hereunder and such failure continues for 14 days following written notice to Exhibitor. Exhibitor may not withhold or reduce payment by virtue of any claims against Electrify in connection with this Agreement. If Exhibitor is in breach of any of its obligations under this Agreement, Electrify has the right to terminate this Agreement without liability to Exhibitor.

23. Term and Termination.

a. Term. The term of this Agreement shall commence on the Effective Date and shall continue in effect until thirty (30) days following the conclusion of the Event specified in the Order Form or December 31 of the year in which the Event takes place, whichever is later, unless earlier terminated pursuant to this Agreement (the “Term”).

b. Exhibitor Cancellation. Withdrawal from the Event by the Exhibitor is possible only under the following conditions:

i. If notification of withdrawal and reason for withdrawal are submitted in writing and received by Electrify no later than 60 days prior to the event, Applicant will, as liquidated damages, forfeit all payments made or due up to the date of withdrawal notification.
ii. If notification of withdrawal and reason for withdrawal are submitted in writing and received by Organizer within the time frame of 60 days prior to the event, Applicant remains, except as otherwise set forth in this Section 23(b), fully liable, as liquidated damages, for the total package price set forth on the Order Form, plus any extra costs incurred by Electrify as a result of the withdrawal (including, but not limited to, any structural changes to the event floor plan or relocation of other participants necessitated by the cancellation). No refunds of any kind will be made for withdrawal within 60 days of show opening, even if Organizer succeeds in reselling the canceled space to another applicant.

c. Failure to Pay. If Exhibitor fails to pay when due any Exhibitor Fees, Electrify may immediately terminate this Agreement upon written notice to Exhibitor in addition to any other rights set forth in Section 22 above.

d. Material Breach. If either Party fails to perform or comply in any material respect with any of its obligations under this Agreement (other than breaches of this Agreement by Exhibitor addressed in Section 23(b)(ii), for which Electrify can terminate this Agreement as provided for in such section), and such failure is not remedied within sixty (60) days after receipt of written notice of such failure, then the other Party may terminate this Agreement effective upon expiration of such sixty (60) day cure period.

e. Effect of Termination. In the event this Agreement is terminated, whether due to expiration at the end of the Term or earlier, all further obligations under this Agreement will thereupon terminate, other than the Parties’ obligations pursuant to Sections 21, 26, 28, 29, 30, as well as any other provision which, in order to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of this Agreement. Upon any expiration or termination, the license granted to Exhibitor in Section 21(c) hereof shall automatically terminate.

f. Remedies Cumulative. Exercise by Electrify of Electrify's right to terminate this Agreement shall not be deemed to be an election of remedies by Electrify and Electrify may, in addition to terminating this Agreement, pursue remedies available at law, in equity, by statute, in any other agreement between the parties, or otherwise.

24. General Representations, Warranties and Covenants.

a. Exhibitor hereby represents and warrants to, and covenants with, Electrify as follows:

i. Exhibitor is duly organized and in good standing under the laws of the jurisdiction in which it was formed.
ii. Exhibitor has the full legal right and power and all authority required to enter into and to perform according to the terms of this Agreement. This Agreement is duly and validly executed and delivered by Exhibitor, and constitutes the legal, valid, and binding obligation of Exhibitor enforceable against Exhibitor in accordance with its terms.
iii. The execution, delivery and performance of this Agreement by Exhibitor do not and will not (i) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement or other instrument or other understanding to which Exhibitor is a party or by which any property or asset of Exhibitor is bound or affected, or (ii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Exhibitor is subject, or by which any property or asset of Exhibitor is bound or affected.
iv. All Products of Exhibitor (whether such products exist on the date of this Agreement or are later created) (A) will be originally created by or legally licensed to Exhibitor, and Exhibitor has all necessary rights, licenses, or permissions to use and display its products, trademarks, logos, copyrighted materials, and other intellectual property at the Event, (B) and the use, display, or sale of such products or services does not and will not infringe, or otherwise violate or misappropriate any patent, copyright, trade secret, trademark or other intellectual property or proprietary right held by any third party, (C) will comply with all applicable federal, state and local Laws, and (D) will be merchantable and fit for the purpose for which such Products are intended.
v. Exhibitor’s logo shall not interfere or detract from the appearance of the Electrify’s logo or alter Electrify’s logo in any way.

b. Electrify makes no representations or warranties, express or implied, regarding the number, quality, or character of persons who will attend the Event or regarding any other matters. Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this Agreement are subject to Electrify's sole discretion. Electrify may adopt, amend, or revoke any established rules and regulations from time to time, on reasonable notice to Exhibitor. Any such rules or regulations or any communication from Electrify to Exhibitor are hereby incorporated in this Agreement and have the same effect as if set forth herein.

25. Party Relationship. It is expressly understood and agreed that for all purposes, the Parties’ relationship is not intended to (and does not) create an employment, agency, joint venture, partnership or similar relationship between the Parties. Neither Party has any authority to make any statement or representation on behalf of the other Party, to enter into any contract or make any commitment for the other Party and agrees not to do so.

26. Indemnification & Liability.

a. Indemnification. Exhibitor shall defend, indemnify and hold harmless Electrify, and its affiliates, equity holders, officers, directors, members, managers, employees, representatives, contractors, vendors, and agents, and assigns (each an “Indemnitee”) from and against any and all claims (including, without limitation, any investigation, action or other proceeding, whether instituted by a third party against an Indemnitee or by an Indemnitee for the purpose of enforcing its rights hereunder), damages, losses, liabilities, costs and expenses of whatever kind (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to: (a) Exhibitor’s participation in, or presence at, the Event and/or use of any of the Event facilities, and any claim brought by any of Exhibitor's employees, agents, EACs, contractors, or invitees against an Indemnitee in connection with such activity; (b) any breach by Exhibitor of its representations, warranties, agreements and covenants hereunder, or any act, omission, negligence, fault, violation of Law or ordinance, or misconduct of Exhibitor, its employees, subcontractors, invitees or agents; (c) the use (or misuse) of any of Exhibitor’s products by any customer, attendee, or any other party, and any injury to the person, property or business of any person in connection with Exhibitor's conduct of its exhibit; (d) the negligent or willful misconduct of Exhibitor (or any of its employees, contractors or agents); (e) Exhibitor’s construction or maintenance of an unsafe exhibit; (f) Exhibitor’s failure to procure any necessary consents from consumers for the collection, processing, and sharing of personally identifiable information; and (g) Exhibitor's actual or alleged infringement of the patent, trademark, copyright, or any other intellectual property rights of a third party, including without limitation any claim resulting from the use of copyrighted music, dramatic materials, or other property which is used by Exhibitor in connection with the Event.

Exhibitor agrees that Electrify, Electrify’s service contractors, employees and agents are not liable for any injury, loss or damage that may occur to Exhibitor, or to Exhibitor’s employees, EACs, agents, guests or property from any cause whatsoever, prior to, during or subsequent to the period covered by this Agreement. Exhibitor assumes responsibility and agrees to indemnify, defend and hold Electrify, their afﬁliates and their respective employees and agents harmless from and against any claims or expenses arising out of the use of the exhibition premises. Exhibitor assumes all responsibility and liability for losses, damages and claims arising out of injury, death or property damage to the participants, or caused by Exhibitor’s displays, equipment, employees, contractors or representatives and Exhibitor's construction and maintenance of all Event exhibits and displays.

b. Limitation of Liability and Timing of Claims. IN NO EVENT SHALL ELECTRIFY OR THE EVENT VENUE OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, REPRESENTATIVES, AFFILIATES, AND ASSIGNEES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH THEIR ACTS OR OMISSIONS OR ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT COMPANY OR THE EVENT VENUE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL ELECTRIFY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO ELECTRIFY PURSUANT TO THIS AGREEMENT. CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT MUST BE MADE IN WRITING WITHIN THIRTY (30) DAYS AFTER THE LAST DAY OF THE EVENT, AND FAILURE TO GIVE SUCH NOTICE SHALL CONSTITUTE A WAIVER OF ANY CLAIMS.

27. Insurance. As set forth in Exhibit A attached hereto, Exhibitor, at its sole expense, shall keep in force throughout the Term of this Agreement and for twenty-four (24) months following the expiration or earlier termination of this Agreement (the "Insurance Term"), commercial general liability insurance written on an occurrence form basis, including bodily injury, property damage, and products liability coverages, with coverages in a per occurrence and aggregate amount equal to or above the limits set forth in Exhibit A, and adequate to enable Exhibitor to satisfy its obligations hereunder (including, without limitation, its indemnification obligations under Section 26(a) above). Exhibitor agrees to maintain adequate insurance to protect itself from any and all claims, arising from Exhibitor’s activities during the event, including, without limitation adequate property and liability insurance coverage including coverage for workers compensation, employer's liability, comprehensive commercial general liability and automobile liability, in each case with minimum limits as set forth in Exhibit A or if higher, as otherwise reasonably acceptable for the type of business and risk involved with the activities to be undertaken by Exhibitor under this Agreement. Exhibitor understands that Electrify does not maintain insurance covering damages caused by Exhibitor or Exhibitor’s agents, employees or guests. Exhibitor's insurance policies shall not be cancelled or reduced without thirty (30) days prior written notice of same to Electrify. Electrify reserves to terminate Exhibitors rights under this Agreement for Exhibitor's failure to maintain the required insurance at all times during the Insurance Term. Exhibitor agrees to indemnify, defend and hold harmless Electrify, and their respective afﬁliates, subsidiaries, agents, contractors and employees from and against any liability for loss or damage of any kind which Exhibitor may directly or indirectly cause. Exhibitor also agrees to name Electrify and the Event venue as additional insureds on the insurance policies and to provide Electrify with acceptable evidence of insurance no later than fourteen (14) days prior to the Event. The insurance must be primary to any other insurance available to the additional insureds. No insurance of the additional insured shall be called on to contribute to any loss incurred in connection with the performance of this Agreement.

28. Confidentiality.

a. Except as provided in Section 28(b) below, during the Term of this Agreement and at all times thereafter, Exhibitor will (i) keep confidential and not divulge, furnish or make accessible to any Person any Confidential Information, and (ii) use the Confidential Information solely for purposes of performing Exhibitor’s obligations hereunder and not for Exhibitor’s own benefit or the benefit of any other person.

b. Exhibitor will be permitted to disclose Confidential Information to the extent, but only to the extent, (i) Electrify provides its express prior written consent to such disclosure; or (ii) required by Law; provided, that prior to making any disclosure of Confidential Information required by Law (whether pursuant to a deposition, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, or other similar process), Exhibitor must notify Electrify of Exhibitor’s intent to make such disclosure, so that Electrify may seek a protective order or other appropriate remedy and may participate with Exhibitor in determining the amount and type of Confidential Information, if any, which must be disclosed in order to comply with applicable Law.

c. Promptly after the termination of this Agreement or upon request by Electrify at any time, Exhibitor will return to Electrify, or confirm in writing the destruction of, any Confidential Information which is in tangible form and which is then in Exhibitor’s possession.

d. Exhibitor agrees that it will use reasonable diligence to prevent disclosure of such information or materials to third parties not entitled to receive such information.

As used herein, “Confidential Information” means all information, whether or not marked as confidential, concerning or related to the business, operations, pricing, planning, financial condition or prospects of Electrify or any of its affiliates (whether prepared by Electrify, its affiliates, their respective advisors or otherwise, and regardless of the form in which such information appears and whether or not such information has been reduced to a tangible form).

29. Miscellaneous.

a. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, but all such counterparts taken together will constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission or .pdf delivered via email will constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. This Agreement may be executed by the manual or electronic signature of a Party, and each Party agrees that the electronic signatures of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.

b. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior and contemporaneous written and oral agreements, representations and communications between the Parties relating to such transactions. This Agreement may be amended, supplemented, or otherwise modified only by a writing signed by both of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing.

c. Expenses. Except as may otherwise be specifically provided in this Agreement, each Party is responsible for such expenses as it may incur in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement.

d. Governing Law; Consent to Jurisdiction. This Agreement is governed by, and shall be construed and enforced in accordance with, the laws of the State of Texas, without giving effect to any conflict of laws rules, and each Party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the State of Texas for the purposes of any action or proceeding arising out of or relating to this Agreement. Each Party hereby consents to such exclusive jurisdiction and agrees that venue shall lie in the state or federals courts within the State of Texas, County of Travis, with respect to any claim or cause of action arising under or relating to this Agreement. Each Party hereby waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder. If any legal action or any arbitration or other proceeding is brought in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees, accounting fees, and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

e. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed given (i) when delivered personally (including by recognized national courier or overnight carrier), (ii) three (3) days after deposited in the U.S. mail, first class mail, registered or certified, with postage prepaid, and addressed to the Parties at the addresses set forth on the Order Form or such other address as a Party may request by notifying the other Party in writing; or (iii) upon receipt of electronic communication, including e-mail, received during normal operating hours of 8am to 6pm local time, and receipt confirmed.

f. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

g. Successors and Assigns. Exhibitor may not assign its rights or delegate or cause to be assumed its obligations hereunder without the prior written consent of Electrify. Any attempted assignment, delegation or assumption not in accordance with this Section 29(g) shall be null and void and of no force or effect whatsoever. Electrify may, without the consent of Exhibitor, assign its rights or delegate or cause to be assumed its obligations hereunder. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties.

h. Waiver. The due performance or observance by the Parties of their respective obligations under this Agreement shall not be waived, and the rights and remedies of the Parties hereunder shall not be affected, by any course of dealing or performance or by any delay or failure of any Party in exercising any such right or remedy. The due performance or observance by a Party of any of its obligations under this Agreement may be waived only by a writing signed by the Party against whom enforcement of such waiver is sought, and any such waiver shall be effective only to the extent specifically set forth in such writing.

i. Force Majeure. In the event that Electrify is unable, in whole or in part, to perform this Agreement, or any obligation hereunder, by reason of force majeure, including but not limited to, acts of God, war, embargo, act of the government in its sovereign capacity, labor difficulties, earthquake, fire, pandemic, epidemic, national or regional emergency, strikes, labor stoppages or slowdowns, government shutdowns, or other industrial disturbances, telecommunications breakdowns, power outages or shortages, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials or any other circumstances beyond its reasonable control and without its fault or negligence, Electrify shall have no obligation or liability whatsoever to Exhibitor as a result thereof. Notwithstanding the foregoing, Electrify will use its commercially reasonable efforts to either re-schedule any Event cancelled by reason of force majeure, or if an affected Event cannot be re-scheduled or re-scheduled to the satisfaction of Exhibitor, Electrify will use reasonable efforts to refund or credit Exhibitor (such method of re-payment shall be determined by Electrify at its sole election). Cancellation of or failure to hold an Event due to force majeure by Electrify will not be a basis for the termination of this Agreement by Exhibitor.

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Exhibit A

INSURANCE REQUIREMENTS

Exhibitor shall procure and bear the cost of premiums for insurance of the type and in the minimum amounts indicated below. Exhibitor will not be admitted to the Event facility unless and until such insurance coverage is in effect as reflected by the effective date and time on the insurance certificate.

It is expressly understood and agreed by Exhibitor that obtaining such insurance by Exhibitor does not absolve Exhibitor of any liability to Electrify, its affiliates or any other person claiming against Exhibitor or Electrify for any indemnification and reimbursement unless such insurance in fact fully indemnifies and reimburses Electrify or any other claimant for all claimed liability.

The insurance policies issued hereunder must be a commercial liability form for non-track events. Coverage must include, but shall not be limited to:

Property damage insurance with policy limits of at least $1,000,000 per occurrence and $2,000,000 general aggregate.
Commercial general liability (CGL) coverage with policy limits of at least $1,000,0000 per occurrence and $2,000,000 general aggregate.
For all its employees engaged in performing work, workers' compensation required by applicable state or federal law, and employer's liability insurance with limits of at least $1,000,000 each employee accident and disease, or such similar insurance which is in accordance with state and federal law applicable to said employees.
Business auto liability coverage for all owned and non-owned vehicles, with a policy limit of $1,000,000 (combined single limit).
Umbrella/excess liability (written on an occurrence basis) in an amount not less than $5,000,000, per occurrence.
Refreshments/Product Liability, including Host Liquor Liability (if alcohol is served, subject to prior written approval of Electrify).
Insurance certificate naming Company as an additional insured as follows:
Certificate Holder to read as:
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Electrify Holdings LLC
127 County Road 423, Suite 4
Spicewood, TX 78669

Description of Operations to read as:
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‘Electrify Holdings LLC, Electrify Expo LLC, their subsidiaries, and their respective directors, officers, employees, and agents as additional insured.’

8. Insurance certificate naming each Event venue/facility where Exhibitor will be present as an exhibitor as an additional insured.

If Exhibitor's employed personnel or EACs are to be present at the Event venue, Exhibitor shall maintain (and require its EACs to maintain) statutory worker's compensation insurance where required by law or participant accident insurance including death, disability, dismemberment and medical benefits for all its personnel, contractors and subcontractors engaged in the usage of the Event venue.

Any insurance policies obtained by Exhibitor pursuant to this Agreement shall contain provisions or have the effect of waiving any right of subrogation by the insurer of one party against the other party or its insurer.

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Exhibit B

2025 Electrify Expo Events Dates and Locations Are Subject To Change:

1) March 22-23: Orlando, FL

2) April 12-13: Phoenix AZ

3) May 24-25: Dallas TX

4) June 21-22; Los Angeles CA

5) July 12-13; Seattle WA

6) August 23-24: San Francisco CA

7) Sept 12-13: Chicago Ill

8) October 18-19; New York, NY

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Exhibit C

Federal and State Trademark Registrations and Common Law Trademarks of Exhibitor

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