Agreement:

Each exhibitor (each such party an "Exhibitor") at the Beanstalk (the "Event") hereby agrees to abide by the terms and conditions of this agreement (this "Agreement"), together with such additional terms and conditions as may be adopted by Beanstalk Events Inc., a Delaware limited liability company, with an address at 41 West 82nd Street, 6B, New York, NY 10024 ("Beanstalk") and provided to Exhibitor from time to time.

1. Term:

1. This Agreement shall remain in force from the date entered into by the parties until the last day of the Event (the "Term") unless terminated earlier in accordance with the provisions of this Agreement.

2. Without prejudice to the termination rights set out in Section 6 or 7 below, either party has the right at any time to terminate this Agreement immediately by giving written notice to the other in the event that the other: (i) has committed a material breach of any of its obligations under this Agreement (including a failure to pay any amounts due under this Agreement) and has not remedied any such breach (if capable of remedy) within fourteen (14) days of being required to do so by written notice; or (ii) files a voluntary petition in bankruptcy or a petition seeking any reorganization, liquidation, dissolution, or similar relief under any applicable law relating to bankruptcy, insolvency, or relief for debtors, or the admission by such other party of its inability to pay debts as they mature, or the making by such other party of an assignment for the benefit of creditors or the taking of similar action for the benefit of creditors, or (iii) suffers the entry by a court of competent jurisdiction of an order, judgment, or decree approving a petition filed against such other party seeking any reorganization, liquidation, dissolution, or similar relief under any applicable law relating to bankruptcy, insolvency, or other relief for debtors and the expiration of the period, if any, allowed by applicable law in which to appeal therefrom.

3. If this Agreement is terminated by Beanstalk in accordance with Section 2.2: (i) where such termination occurs prior to commencement of the Event, Exhibitor shall be obliged to pay the Exhibit Fees and any sums outstanding as at the date of termination shall be payable by Exhibitor within fourteen (14) days of the date of Beanstalk's notice of termination; (ii) Beanstalk shall be entitled to re-sell the exhibit space assigned to Exhibitor to a third party; (iii) there shall be no obligation on Beanstalk to refund any sums paid by Exhibitor pursuant to Section 5; and (iv) if applicable, any of the Exhibitor's property at the Event shall be removed by Exhibitor immediately, failing which the property shall be removed by Beanstalk at the Exhibitor's expense.

4. Termination of this Agreement by either party for any reason shall be without prejudice to any rights or obligations that may have accrued as at the date of such termination.

2. Assignment of Exhibit Space and Event Rights:

1. In exchange for a stand-alone exhibit fee or for an exhibit fee included as part of sponsorship fee (in either case, referred to herein as the "Exhibit Fee"), Beanstalk shall provide Exhibitor with an assigned exhibit space for certain hours defined by Beanstalk during the Event. Where the Exhibitor informs Beanstalk prior to entering into the Agreement, that there is a specific exhibit space that is desired, Beanstalk shall use commercially reasonable efforts to allocate that specific exhibit space to the Exhibitor. However, Exhibitor acknowledges and agrees that Beanstalk cannot guarantee availability of any preferred exhibit space. Beanstalk reserves the right to assign, or relocate, exhibit areas or reconfigure the exhibition area for the betterment of the Event or otherwise in its sole discretion with no liability to you provided the exhibit area continues to be similar to the exhibit area as originally presented to the Exhibitor. Without limiting any of the foregoing, exhibit space assignments may be revoked by Beanstalk at any time, including onsite during the Event, upon breach of the terms and conditions of this Agreement. Exhibit space assignment shall be conditional on payment in full of all amounts due hereunder or under any other contract with Beanstalk. The exhibit space assigned to Exhibitor is for the use of the named Exhibitor only. Exhibit space sharing in whole or in part with any third party is expressly prohibited.

3. Operation of Exhibits:

1. Displays in exhibit spaces must be designed and operated in a manner that respects the rights of other Exhibitors and attendees. Displays shall not (x) block or obstruct the view of or (y) create noise or other disturbance for a neighboring or other Exhibitor. All lighting within the exhibit space must be arranged and operated so as not to be distracting to adjacent Exhibitors. Exhibitor, together with any employee, agent or independent contractor of Exhibitor, will conduct itself/himself/herself in a manner lending proper dignity, decorum and professionalism to the Event. Beanstalk may, in its sole discretion, remove Exhibitor, or any employee, agent or independent contractor of Exhibitor, from the premises for behavior that Beanstalk determines in its sole discretion to be inappropriate. Without limiting the foregoing, the following activities are expressly prohibited in exhibit spaces: preparation of food or beverages, promotional contests that require physical skill, unauthorized taking of photographs, derogatory advertisements of other Exhibitors, competitive or like-mannered businesses, or activities (including, but not limited to, materials promoting Exhibitor's attendance at the Event) which would be deemed inaccurate, defamatory, abusive, profane or offensive by a reasonable person. Exhibitor warrants to Beanstalk that it is legally entitled by ownership or license to use the items exhibited or materials relating to the activities carried out in exhibit space, and that the same shall not infringe the rights of any third party, or otherwise be unlawful, or be detrimental to Beanstalk or its general commercial interests. Exhibitor indemnifies Beanstalk against all costs, expenses, damages, claims, losses and liabilities suffered or incurred by Beanstalk as a result of the Exhibitor carrying out any of the aforementioned prohibited activities or breaching the aforementioned warranty. Beanstalk reserves the right, in its sole discretion, to exclude the showing of any products in the exhibit area that are deemed objectionable. Exhibitor is responsible for payment of fees, royalties or fines for use of any third-party work that is protected by copyright, patent or trademark. Exhibit space must be staffed by at least one member of the Exhibitor's employees at all times during scheduled exhibit hours. Unless prior written permission is received from Beanstalk, all Exhibitor personnel must be 21 years of age or older. Exhibitor personnel must be dressed appropriately and confine their activities on behalf of Exhibitor to the exhibit space of Exhibitor. Any food or beverage that is distributed at exhibit spaces may be subject to additional fees from the Event venue. Distribution of certain food and beverage items may be prohibited and advance approval is required. Operation of exhibit spaces is subject to any applicable rules and regulations of the Event venue and Exhibitor hereby acknowledges and agrees with the terms thereof, a copy of which has been made available to Exhibitor. The Exhibitor shall ensure that the exhibit space is left in good order and in a clean condition at the end of the Event and in accordance with the aforementioned rules and regulations, provided that in the event of any failure to do so, Beanstalk may elect to carry out these obligations and has sole discretion to dispose of any items remaining at the exhibit space and Exhibitor shall be liable to Beanstalk for any costs so incurred in doing so.

4. Terms of Payment:

1. Payment of the Exhibit Fee is due in accordance with and as stated in the applicable invoice sent by Beanstalk to Exhibitor.

5. Cancellation by Exhibitor:

1. Exhibitor acknowledges and agrees that actual occupancy of the exhibit space reserved by the Exhibitor is of the essence of this Agreement during and throughout the Event. In the event that Exhibitor does not occupy its allocated exhibit space by the opening time on the first day of the Event, Beanstalk may occupy, re-allocate to a third party or cause said space to be occupied in its sole discretion without in any way releasing the Exhibitor from any liability hereunder. Furthermore, if Exhibitor does not occupy and staff its allocated exhibit space in accordance with the terms of this Agreement, all rights of Exhibitor to such exhibit space shall terminate and Exhibitor shall be obliged to pay the full Exhibit Fee, with any outstanding sums payable by the Exhibitor within fourteen (14) days. Exhibitor acknowledges and agrees that Beanstalk will likely sustain losses if Exhibitor cancels its commitment for some or all of its assigned exhibit space. Accordingly, Exhibitor shall forfeit the full amount of its Exhibit Fee in the event that Exhibitor cancels its commitment for some or all of its assigned exhibit space. Each party acknowledges and agrees, after taking into account the terms of this Agreement and all relevant circumstances at the date hereof, that the forfeiting of such Exhibit Fee represents a reasonable and genuine pre-estimate of the damages which would be suffered by Beanstalk in the event of Exhibitor's cancellation and does not constitute a penalty. In addition, any fees included within the Exhibit Fee (or any sponsorship fee) for any attendees of Exhibitor who do not attend the Event, for any reason, are not reimbursable, in whole or in part.

6. Cancellation of Exhibit Space by Beanstalk:

1. Exhibit space may be canceled by Beanstalk for failure to make payments when due or failure by Exhibitor to comply with the applicable terms and conditions of this Agreement. If exhibit space is so canceled by Beanstalk, Exhibitor shall forfeit all payments made and Beanstalk shall have the right to reassign such canceled space to another exhibitor in its sole discretion without mitigation of such forfeited amounts.

7. Alteration or Cancellation of Event by Beanstalk:

1. Exhibitor acknowledges and agrees that Beanstalk may modify the branding of the Event (in Beanstalk's sole discretion); provided, however, in the event of any material modification to the branding of the Event, Beanstalk will provide you reasonable notice (email shall suffice) prior to the Event. In the event that the Event does not occur on the scheduled date for any reason, Beanstalk may determine in its sole discretion to roll forward this Agreement to an alternative date within 12 months of the scheduled date. Beanstalk will provide Exhibitor prior written notice of any such change. Exhibitor acknowledges and agrees that any such change shall not be deemed to be a breach of this Agreement; provided, however, in the event the Event is unable to be rescheduled within twelve (12) months, Exhibitor may provide written notice to us and elect to have the Exhibit Fee previously paid refunded to Exhibitor, which refund will be Exhibitor's sole and exclusive remedy under this Agreement.

8. Attendance:

1. Beanstalk shall use its commercially reasonable efforts to market the Event and attract attendees, but does not guarantee specific levels of attendance at the Event or any particular exhibit space location. Beanstalk makes no representations or warranties, express or implied, regarding attendance levels at the Event.

9. Insurance:

1. Exhibitor and its independent contractors, at their sole expense, shall obtain and maintain during the Event insurance coverage and provide Beanstalk Events Inc., and the Event venue with a certificate of insurance (reasonably acceptable to Beanstalk Events Inc.,) and applicable additional insured endorsements at least thirty (30) days prior to use of the premises as follows:

1. Worker's Compensation Insurance as required by local or state law;

2. Employers' Liability Insurance in minimum limits of $1,000,000 per occurrence;

3. Commercial General Liability Insurance (including but not limited to blanket contractual liability and personal and advertising injury coverage) with minimum limits of at least $2,000,000 in any one occurrence and $2,000,000 in the aggregate;

4. Personal Property Insurance on all personal property in the care, control or custody of an insured party, including coverage for all risks (including theft).

2. All insurance policies shall:

1. be with insurers rated at least A VII by AM Best;

2. be endorsed to provide thirty (30) days prior written notice of cancellation, non-renewal or reduction in coverage.

3. Such commercial general liability and umbrella/excess insurance shall name Beanstalk Events Inc., and The Shed, its parent company, subsidiaries and affiliates as additional insureds. If you fail to procure such insurance, or deliver such certificates, we may procure, at our option, the same, and the cost thereof shall be paid within five (5) days after delivery to you of bills therefore.

10. Security:

1. In no case will Beanstalk be responsible for theft, loss or damage to Exhibitor's products or exhibit space or display. Exhibitor agrees that it is wholly responsible for protecting its property on and off the Event premises. Exhibitor is encouraged to have guards or security cages and should insure their property (from the time it leaves their warehouse or place of business until it returns) at their own expense.

11. Taxes and Licenses:

1. Exhibitor agrees to be responsible for obtaining any licenses, permits, or approvals required under federal, state or local law applicable to its activities at the Event. Exhibitor shall be responsible for obtaining any tax identification numbers and paying all taxes, license fees or other charges that are due or payable to any governmental authority in connection with its activities at the Event. Exhibitor is responsible for all applicable ASCAP/BMI music licensing fees.

12. Indemnification:

1. Without prejudice to the indemnity given by Exhibitor in Section 4 above or Section 14 below, Exhibitor shall indemnify, defend and hold harmless Beanstalk, its affiliates and each of their respective officers, directors, managers, employees, agents, representatives and invitees, and their respective successors, assigns and heirs, from and against any and all losses, liabilities, costs, damages, claims, or expenses, including without limitation attorneys' fees, resulting from any claims, demands, suits or other actions arising from or out of or by reason of Exhibitor's participation in the Event, occupancy and use of the exhibit space or by virtue of any other actions or omissions by or on behalf of the Exhibitor at the Event venue or any part thereof. In addition, Beanstalk and/or the Event venue shall not be held responsible for, and Exhibitor shall defend and hold Beanstalk and/or the Event venue harmless from, any claim or damage resulting from the loss of lighting, air conditioning, electricity, water, gas, heating, or other utilities, facilities or services not caused by the intentional wrongful act of Beanstalk an/or the Event venue. Beanstalk reserves the right to assume the exclusive defense and control of any matter subject to indemnification by Exhibitor, which action shall not be deemed to excuse Exhibitor's indemnification obligations hereunder.

13. Compliance with Laws:

1. Exhibitor must be in full compliance with all applicable laws and regulations, including, without limitation, the Americans with Disabilities Act, Bribery Act 2010 and the Foreign Corrupt Practices Act 1977. Exhibitor warrants to comply with Beanstalk's anti-bribery and anti-corruption policies as notified of from time to time and to report to Beanstalk any request or demand for any undue financial, or other advantage of any kind, received by or on behalf of the Exhibitor in connection with the performance of this Agreement. Breach of this Section 14 shall be deemed a material breach of this Agreement. Exhibitor indemnifies Beanstalk against all costs, expenses, damages, claims, losses and liabilities suffered or incurred by Beanstalk as a result of the Exhibitor breaching this Section 14.

14. Force Majeure:

1. Beanstalk shall not be liable for any performance delay or failure, loss, or damage due to any event or series of connected events outside its reasonable control including without limitation fire, explosion, power blackout, earthquake, flood, storm, tsunami, volcanic ashcloud, extreme adverse weather conditions, pandemic, strikes or other industrial disputes, failure of a utility service or transport network, cyber-attacks, malicious acts of third parties, breakdown of plant or machinery, embargo, labor disputes, acts, omissions or failures of vendors, suppliers or independent contractors outside the control of Beanstalk, acts of terrorism, acts of civil or military authority, acts of regulatory or governmental authorities, acts of God, or other similar events (each such event, a Force Majeure Event). Beanstalk's performance under this Agreement shall be deemed to be suspended for the period that a Force Majeure Event continues, and Exhibitor agrees that Beanstalk may have an extension of time for performance for the duration of that period, including where appropriate by an extension to the Term. Beanstalk will use commercially reasonable efforts to find a solution by which its obligations under this Agreement may be performed despite the Force Majeure Event. It is further agreed that should a Force Majeure Event make it impossible or inadvisable for Beanstalk to hold the Event or portion thereof at the date, time, and place agreed: (i) Beanstalk shall have the right to cancel all or a portion of the Event; (ii) this Agreement shall terminate with immediate effect on written notification thereof by Beanstalk; (iii) Exhibitor shall and does hereby waive any claim for property or other damage or compensation; and (iv) there shall be no further liability on the part of either party to the other.

15. Assignment:

1. This Agreement may not be assigned, re-sold, transferred or otherwise disposed of by Exhibitor without the prior written consent of Beanstalk, which consent may be granted or withheld at the sole discretion of Beanstalk.

16. Publicity:

1. Beanstalk shall have the right, but not the obligation, to make, or cause to be made, any press release or public announcement including but not limited to announcements on social media regarding, or to otherwise publicize and announce in marketing materials or otherwise, Exhibitor's participation in the Event, and to use Exhibitor Marks (as defined below) in connection therewith, without the prior consent of Exhibitor. Such announcements shall not be disparaging or otherwise adverse to your business.

17. Notices:

1. All notices required or permitted to be given under this Agreement shall be deemed delivered on receipt if delivered by hand, nationally recognized overnight delivery service, certified mail, postage prepaid, return receipt requested, or confirmed fax, at the information on file for the parties first listed above, or to such other address as may be designated by either party by notice given as provided by this Section.

18. Additional Terms and Conditions:

1. Exhibitor acknowledges and agrees that any additional terms and conditions for the Event adopted from time to time by Beanstalk are made a part hereof as though fully incorporated herein. Beanstalk shall have full and exclusive power in the matter of the interpretation, amendment and enforcement of all said terms and conditions. If a dispute or disagreement shall arise between the parties concerning the allotment or permitted use of exhibit space or concerning interpretation of any of the terms and conditions hereof, the decision of Beanstalk shall be final and the Exhibitor hereby agrees to abide by such decision.

19. Governing Law Venue:

1. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State New York, without regard to its conflict of law principles. The parties agree that the state and federal courts in the City of New York, State of New York shall have exclusive jurisdiction over any dispute arising out of this Agreement or any other aspect of the parties' business relationship, irrevocably submit to the personal jurisdiction of said courts, and waive any claim that the City of New York, State of New York is an inconvenient forum or that such courts lack jurisdiction for such actions.

20. Intellectual Property Rights:

1. Exhibitor grants to Beanstalk a worldwide, non-exclusive, royalty free, sub-licensable license to use their logos and trademarks (the "Exhibitor Marks") provided to Beanstalk in accordance with the terms of this Agreement, during the Term, on the Event website and other marketing and publicity materials. Exhibitor shall provide Beanstalk with samples of the Exhibitor Marks in a suitable format within five days of this Agreement being entered into (or within one day where this Agreement is entered into less than ten days before the start of the Event). Any changes to the Exhibitor Marks for subsequent Events shall be notified to Beanstalk no later than ten days before the start of the Event.

2. Beanstalk grants to Exhibitor a non-transferable, non-exclusive, royalty free license to use the Beanstalk logos and trademarks (the "Beanstalk Marks"), during the Term, solely to promote Exhibitors attendance at the Event. Exhibitor acknowledges that all intellectual property and similar and related rights (including, without limitation, trademarks, copyright, design rights, know-how, confidential information and goodwill) in and relating to the Event and any materials provided by or produced by Beanstalk in relation to the Event shall be owned by Beanstalk (or the applicable third party licensor) and Exhibitor undertakes not to use any such rights without prior written consent from Beanstalk.

21. Miscellaneous:

1. This Agreement contains the entire agreement of the parties hereto and supersedes all prior discussions, agreements and undertakings, both written and oral, between the parties hereto with respect to the subject matter hereof, and shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns and legal representatives. This Agreement shall not create, nor shall it be construed as creating, any partnership or agency relationship between the parties. The waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any prior or subsequent breach thereof, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy. No amendment or alteration of the terms of this Agreement shall be valid unless made in a writing signed by each of the parties hereto and specifically referencing this Agreement. The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. Beanstalk's liability in connection with this Agreement will not exceed the amounts paid by Exhibitor under this Agreement. Beanstalk, its employees, representatives and agents shall not be liable to Exhibitor or any third party for any indirect, incidental, special, punitive, or consequential damages, even if advised of the possibility of such damages. Any cause of action of Exhibitor against Beanstalk in connection with this Agreement must be commenced within six (6) months after the completion of the Event or Exhibitor shall be deemed to have released such claim and it shall be barred, notwithstanding any provision of any statute of limitations to the contrary.