1. VENDOR COVENANTS

a) The Exhibitor agrees to (i) obey by laws, by-laws, ordinances and regulations governing use of the facility and operation of the Show, (ii) abide by the rules and regulations of the city, fire and police departments and of any other government or regulatory body having authority to regulate the city and the Show, and (iii) obey all laws, including those pertaining to health and safety, consumer protection and protection of visitors of the show. b) The Exhibitor agrees to abide by all rules and regulations governing the Show established from time to time by PIT Rally, LLC including rules and regulations set forth. c) The Exhibitor agrees to observe, to the extent applicable, all union contracts and labor relations agreements in force (i) between services to the city , and (ii) governing companies operating in the facility in which Show is taking place. d) The Exhibitor agrees to obtain, at its own expense, any licenses or permits which are required for the operation of its trade or business during the term of the Show and to pay all taxes, including all applicable sales taxes, of any nature or kind that may be levied against it as a result of the operation of its trade or business in its contracted space. e) The Exhibitor agrees not to conduct or be associated with any promotional contests held at or in connection with the Show unless (i) the Exhibitor satisfies PIT Rally, LLC that the Contest is being operated in accordance with applicable laws; and (ii) the prior written consent of PIT Rally, LLC is obtained. f) The playing, performing, reproduction, broadcasting or other use at the Show of any music, materials, processes and dramatic rights that is the subject of any third party copyright, trademark, industrial design, patient or other intellectual property right, by the Exhibitor or its agents, representatives or employees is prohibited without the express written consent of PIT Rally, LLC. The Exhibitor agrees to indemnify an save harmless PIT Rally, LLC and the city (and any of their respected officers, directors, employees, insurers, agents, representatives and those for whom the Exhibitors responsible in law) against any and all claims, losses, liabilities and damages (including legal fees and expenses) costs and charges arising from or as a result of any unauthorized use of any Work by Exhibitor, its agents, representatives, employees, and those for whom the Exhibitor is responsible in law. g) The Exhibitor agrees to occupy the contracted exhibit space during Show hours and to sell, promote or advertise only the product and services described in this license agreement.

2. PIT RALLY RIGHTS

a) PIT Rally, LLC reserves the right, in its sole and unfetter discretion to: (i) determine the eligibility of Exhibitors which PIT Rally considers objectionable, inappropriate, disruptive, offensive to PIT Rally , other Exhibitors or Show attendees; (ii) change or modify the layout of the Show and/or relocate exhibits or Exhibitors; (iii) cancel, in whole or in part, the Show due to an event of force majeure; or (iv) change the date, location and duration of the Show without any liability of PIT Rally. b) PIT Rally, LLC shall have the right to establish and amend or modify any regulations governing use of the facility and the Show.

3. ASSIGNMENT AND SUBLETTING

The Exhibitor shall not assign any rights or sublet space under this license agreement without the prior written permission of PIT Rally, LLC, which permission may be withheld in PIT Rally sole discretion.

4. INDEMNIFICATION

The Exhibitor agrees to indemnify and hold harmless PIT Rally, LLC, the facility, their respective officer, directors, agents, representatives and employees against all claims, losses, liability, damages (including legal fees and expenses), costs and charges of every kind resulting from (i) it's occupancy of the exhibit space and/or its environs, (ii) the use of equipment or devices furnished to or used by the Exhibitor or other persons in connection with the Show, and (iii) personal injuries, death, property damages or any other damage sustained by the Exhibitor, PIT Rally, the county, show sponsors or a visitor to the Show and their respective directors, officers, agents, representatives and employees or those for whom the Exhibitor is responsible in law.

5. LIABILITY AND INSURANCE

a) The Exhibitor shall obtain and maintain at its own expense a comprehensive general liability and all risk property insurance policy acceptable to PIT Rally for the period commencing on the first move-in date and terminating on the last move-out date. The policy shall name PIT Rally as loss insured and insure the Exhibitor against all claims of any kind arising from or in any way connected with the Exhibitor's presence or operations at the Show. The policy shall provide coverage of at least $1,000,000 for each separate occurrence. At the request of PIT Rally , the Exhibitor shall provide PIT Rally with a copy of such policy. b) The Exhibitor is responsible to insure its own exhibit , personnel, display and materials from any damage or loss though theft, fire, accident or other cause and accepts all risks associated with the use of the exhibit space and its environs. The Exhibitor shall not make any claim or demand or take any legal action, whatsoever, against PIT Rally , the Show sponsors, or the facility/city in which the Show is held, for any loss, damage or injury howsoever caused, to the Exhibitor, its officers, directors, agents, representatives, and employees or their respective property. c) Neither PIT Rally, LLC nor the city will assume liability for loss or damage through any cause, of equipment, products, goods, exhibits or other materials owned, rented or leased by the Exhibitor.

6. BOOTH DISPLAY

a) All exhibits require full floor covering. Booth construction and signage must be exhibited in accordance to the rules and regulations pertaining to the Exhibitor's booth type and as outlined in the Exhibitor Manual. b) Signs in linear booths may not exceed the 8ft. height of the pipe & drape. c) Signs must be one sided, and not face into another exhibitor's booth. d) No handwritten signs allowed- use professional signs only. e) The Exhibitor agrees that no display will be dismantled or goods removed during the term of the Show, but will remain intact until the end of the final closing hour on the last show day or incur a fine of $500. The Exhibitor also agrees to remove its display and equipment from the Show site by the final move-out day, and in the event of a failure to do so, or failure to return the allocated space to the same condition as the move-in date, the Exhibitor agrees to pay for any additional costs and expenses incurred by PIT Rally, LLC.

7. CANCELLATION AND TERMINATION

a) The Exhibitor shall have the right to cancel this license agreement by notice in writing to be delivered to PIT Rally no later than thirty (30) days preceding the opening date of Show. All deposits received by PIT Rally up to the date of notice of cancellation are non-refundable and non- transferable. In the the event that the Exhibitor (i) notifies PIT Rally less than thirty (30) days preceding the opening date of the Show that it wishes to cancel this license agreement; (ii) fails to make payments in accordance with the payment schedule set out herein; or (iii) except as otherwise permitted herein, fails to appear at the Show, PIT Rally reserves the right to (iv) cancel this license agreement without notice and all rights of the Exhibitor hereunder shall shall cease and terminate: (v) retain any payment made by the Exhibitor as liquidated damages (and not as a penalty) for breach of this license agreement; (vi) re-rent the said space; and (vii) bring action against the Exhibitor for payment of the full cost of space originally licensed from PIT Rally, LLC. b) If the Exhibitor violates or breaches any other terms or conditions of this license agreement, all payments made by the Exhibitor and all amounts due to PIT Rally shall be deemed earned by PIT Rally and all deposits received shall be non-refundable and non-transferable. In the event of any violation or breach of the terms and conditions of this license agreement, PIT Rally shall have the right to immediately occupy the space of the violating and/or breaching Exhibitor and to utilize it in any manner PIT Rally deems appropriate including, but not limited to, re-licensing its use to another Exhibitor. The Exhibitor shall not be entitled to any offset or mitigation of the amount due under this license agreement as a result of the use of or payment for the space by another exhibitor in the Show. c) Each covenant by the Exhibitor contained herein is material and of the essence of this license agreement and violation of any term or condition hereof by the Exhibitor shall be a default of the entire agreement entitling PIT Rally to immediately and without notice revoke the privileges granted to the Exhibitor and take possession of the space of the defaulting Exhibitor. Any such revocation of the license granted herein shall be without prejudice by PIT Rally to make any claim for damages or enforcement of the payment of any amounts due pursuant to the terms hereof.

8. FORCE MAJURE

In the event that (i) the location in which the Show is to be held or is held is destroyed or becomes unavailable for occupancy (ii) PIT Rally is unable to permit the Exhibitor to occupy the location or the space or (iii) if the Show is canceled or curtailed, for any reasons beyond the control of PIT Rally, including but not limited to, casualty, explosion, fire, lightning, flood, weather, epidemic, earthquake or other Acts of God, acts of public enemy’s, riots, or civil disturbances, strike, lockout or boycott, PIT Rally will not be responsible for any loss of business, loss of profits, consequential or special damages or expenses of whatsoever nature that the Exhibitor may suffer.

9. MISCELLANEOUS

a) Waiver by PIT Rally of any breach of any term or provision of this license agreement by the Exhibitor shall not be deemed a waiver of any subsequent breach of the same or any other provision thereof. b)No alterations or variations of the terms of this license agreement shall be valid unless made in writing and signed by each of the parties hereto. c) This license agreement shall be governed by and constructed in accordance with the laws of the governing jurisdiction in which the Show is held.