EXHIBITOR AGREEMENT

This Exhibitor Agreement (the Agreement) is entered into this ___ day of __________, 2014 (the Effective Date), by and between Springboard Festivals, owner
operator (referred to herein as “SF”), George R. Brown (the “Facility”), and _________________________ (referred to herein as the Exhibitor), (collectively referred to herein as the Parties, including their respective agents, officers, and employees).

WHEREAS, the Exhibitor desires to sample, sell, and/or display Exhibitor merchandise and/or provide services at a SF event known as the Band Mall which is scheduled to take place on or about the 20th day of June 2014, at the Facility (the Event);

WHEREAS, SF desires to provide booth space to the Exhibitor in accordance with
Its Onsite Rules and Regulations, which are acknowledged by Exhibitor and incorporated by reference as if fully stated herein;

THEREFORE, the Parties, in consideration of the promises set forth in this Agreement, hereby agree as follows:

1. THE REGULATIONS.
Exhibitor agrees to comply with the Onsite Rules and Regulations (the Regulations), which are attached hereto as Exhibit A and incorporated by reference as if fully stated herein. Exhibitor agrees to comply with the Regulations and any amendments thereto. I addition, Exhibitor agrees to comply with the Facility’s rules and regulations and all applicable laws, statutes, regulations, and ordinances.

2. INDEMNITY.
EXHIBITOR COVENANTS AND AGREES TO DEFEND, INDEMNIFY, AND
HOLD HARMLESS SPRINGBOARD FESTIVALS, WAREHOUSE LIVE,
THE FACILITY, INCLUDING THEIR DIRECTORS,
OFFICERS, AGENTS, CORPORATE PARENTS, AFFILIATES, SUBSIDIARIES, RELATED PARTIES, SISTER CORPORATIONS, INVESTORS, EMPLOYEES, ATTORNEYS, REPRESENTATIVES, LICENSEES, GUESTS, AND INVITEES (COLLECTIVELY, THE INDEMNIFIED PARTIES), EACH SEVERALLY AND SEPARATELY, FROM AND AGAINST ANY AND ALL LIABILITIES, DEMANDS, JUDGMENTS, CLAIMS, INJURIES, LOSSES, DAMAGES, CAUSES OF ACTION, COSTS, AND EXPENSES OF WHATSOEVER KIND OF NATURE INCLUDING, WITHOUT LIMITATION, ANY AND ALL DIRECT AND INDIRECT COSTS OF DEFENSE, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT WITNESS FEES, MADE AGAINST, OR INCURRED OR SUFFERED BY ANY OF THE INDEMNIFIED PARTIES AS A DIRECT OR INDIRECT CONSEQUENCE OF INJURY, SICKNESS, OR DISEASE, INCLUDING DEATH, TO PERSONS; INJURY TO OR DESTRUCTION OF PROPERTY INCLUDING, WITHOUT LIMITATION, THE LOSS OF USE OF PROPERTY, OR ANY OTHER CAUSE OF ACTION WHATSOEVER, INCLUDING NEGLIGENCE OF ANY KIND, ARISING OUT OF, RESULTING FROM, RELATED TO, OR WHICH WOULD NOT HAVE OCCURRED OR EXISTED BUT FOR THIS AGREEMENT, THE REGULATIONS, AND/OR
THE EVENT, AND/OR EXHIBITORS APPEARANCE AT SPRINGBOARD SOUTH,

INCLUDING WITHOUT LIMITATION, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF THE ALLEGED OR ACTUAL ACTION AND/OR INACTION ON THE PART OF EXHIBITOR, ITS AGENTS, AND/OR CONTRACTORS.

3. LIEN AND SECURITY AGREEMENT.
Exhibitor hereby grants SF a first lien and security agreement against profits realized and all property of the Exhibitor at the Event to secure payment of unpaid fees, costs, taxes due for the Event, and any other monies due to SF under this Agreement or the Regulations.

4. FINANCE CHARGE.
If any payment due from Exhibitor in connection with the Event is not made within thirty (30) days from the date of billing, Sponsor shall pay SF a finance charge of 1.5% per month on any unpaid balance.

5. ASSIGNMENT.
Exhibitor agrees not to assign, transfer, sublet, or to otherwise dispose of this Agreement, the Regulations, or any other rights at the Event to any other person or company without the prior written consent of SF.

6. RETENTION OF PRIVILEGES.
The waiver or failure of SF to insist upon strict or prompt performance of this
Agreement or the Regulations shall not constitute or be construed as a waiver or relinquishment of SF’s rights thereafter to enforce the same strictly according to the
tenor thereof in the event of a continuous or subsequent default on the part of the Sponsor.

7. PUBLIC SAFETY.
Exhibitor agrees that at all times it will conduct its activities with full regard to public safety and will observe and abide by all applicable regulations and requests by duly authorized governmental agencies responsible for public safety and with SF to assure such safety.

8. DEFACEMENT OF THE FACILITY.
Exhibitor shall not injure, mar, nor in any way deface the Facility or any equipment contained therein and will not make nor allow to be made any alterations of any kind to
the Facility or equipment contained therein. Sponsor agrees to pay for any costs of repair
or replacement for all damages to the Facility resulting from the Exhibitor’s use at the Event.

9. THEFT AND DAMAGED PROPERTY.
SF shall not be responsible for any losses by Exhibitor, its agents, or employees as a result of theft or disappearance of equipment, merchandise, or any other personal property. In accepting delivery of any property addressed to Exhibitor, SF shall not be liable for any loss or damage thereof. Exhibitor shall indemnify and hold SF harmless from any loss or damage to such property. Exhibitor assumes all responsibility for any property that may be placed in storage at the Facility prior to, during, or after the Event. Exhibitor agrees that all property pertinent to the Event that is not the possession of SF or the Facility shall be removed from the Facility immediately upon the termination of the Event. Failure to do so will mean that the Exhibitor’s property shall be considered

abandoned and may be disposed of either by SF or the Facility.

10. ANIMALS PROHIBITED.
Exhibitor shall not bring or permit to be brought any animals, birds, or pets into the Facility at the Event without the prior written approval of the Facility or its authorized agent.

11. REPRESENTATIONS.
All terms and conditions of this written Agreement shall be binding upon the Parties, their heirs, successors, assigns, representatives, agents, and employees, and cannot be waived by any oral representation of promise of any agent or other representative of the Parties hereto unless the same be in writing and signed by the duly authorized agent or agents who executed this Agreement. Such written document must be incorporated by specific reference herein as a part of this Agreement. The Parties further represent: (1) that they have not assigned, sold, or otherwise conveyed any of their rights referred to herein to any other person or entity; (2) that the person signing this Agreement has the authority to execute this Agreement; (3) that the Parties have reviewed the terms, conditions, and provisions of this Agreement and the Regulations; (4) that the Parties are represented by counsel and/or have had the opportunity to obtain counsel; and (5) that they are not relying on any representations other than as set forth in this Agreement or the Regulations.

12. ENTIRE AGREEMENT.
The Parties agree and acknowledge that this Agreement is their entire agreement as defined herein, and that this Agreement cannot be modified except by a writing signed by all of the Parties.

13. COOPERATION AND FURTHER ASSURANCES.
Exhibitor, SF, and the Facility agree and understand that it is necessary for them to cooperate in carrying out the intentions under this Agreement, and Exhibitor agrees to execute whatever documents are necessary to do so. Further, the Parties covenant and agree to cooperate with each other and to take all actions and do all things to be reasonably necessary, proper or advisable, in connection with carrying out the Parties’ intentions under this Agreement.

14. INVALID PROVISIONS.

If, after the date of this Agreement, any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, the remaining provisions of this Agreement remain valid, binding, and enforceable, and the invalid, illegal, and unenforceable provision shall be fully severable. In lieu thereof, the Parties will in good faith draft and agree upon a replacement provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible to satisfy the intent of the Agreement.

15. REPRESENTATION OF COMPREHENSION OF AGREEMENT, VOLUNTARY AND KNOWING ENTRY INTO AGREEMENT, AND RECEIPT AND SUFFICIENCY OF CONSIDERATION.
In executing this Agreement, the Parties represent and warrant that: (1) they have completely read the terms of this Agreement; (2) they understand the terms and provisions of this Agreement; and (3) they enter into this Agreement and make the promises, representations, warranties, and waivers set forth herein knowingly, voluntarily, and without being subjected to duress or undue influence by any of the Parties, any attorney, or any other person or entity.

16. RELATIONSHIP OF THE PARTIES.
The Parties herein are acting as independent contractors. Nothing contained herein will create or be construed as creating an employment, partnership, joint venture, or agency relationship between the Parties. SF does not control the details of Exhibitor’s work or otherwise retain the right to control same. Each Party is solely responsible for any wages, taxes, workers’ compensation, and any other requirements for all personnel supplied pursuant to this Agreement.

17. APPLICABLE LAW.
This Agreement will be governed by and construed according to the laws of the State of Texas, without regard to its conflict of laws principles. Any litigation shall be brought in a state court of competent jurisdiction in Houston, Harris County, Texas, and the Parties hereby submit to the exclusive jurisdiction of said courts and waive the right to change venue. The Parties further consent to the exercise of personal jurisdiction by any such court with respect to any such proceeding.

18. COUNTERPARTS.
The Parties may execute this Agreement in counterparts which, when taken together, shall constitute one agreement.