1. EXHIBITOR COVENANTS
a) The Exhibitor agrees to (i) obey all 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, authority to regulate the facility and the Show, and (iii) obey all laws, including those pertaining to health and safety, consumer protection and protection of visitors to the Show.

b) The Exhibitor agrees to abide by all rules and regulations governing the Show established from time to time by Northeast Golf Shows LLC, including rules and regulations set forth in the Exhibitor Manual.

c) The Exhibitor agrees to observe, to the extent applicable, all union contracts and labour relations agreements in force (i) between Northeast Golf Shows LLC and contractors providing services to the facility, and (ii) governing companies operating in
the facility in which the 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 Northeast Golf
Shows LLC that the contest is being operated in accordance with applicable law; and (ii) the prior written consent of Northeast Golf Shows LLC is obtained.

f) The playing, performing, reproduction, broadcasting or other use at the Show of any music, materials, devices, processes and dramatic rights (the “Work) that is the subject of any third party copyright, trademark, industrial design, patent or any other intellectual property right, by the Exhibitor or its agents, representatives or employees is prohibited without the express written consent of Northeast Golf Shows LLC. The Exhibitor agrees to indemnify and save harmless agents, representatives and those for whom the Exhibitor is 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 the 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 products and services described in this license agreement.

2. NORTHEAST GOLF SHOWS LLC RIGHTS
a) Northeast Golf Shows LLC reserves the right, in its sole and unfettered discretion to: (i) determine the eligibility of Exhibitors and exhibits for the Show, (ii) rejector prohibit exhibits or Exhibitors which Northeast Golf Shows LLC or Show attendees; (iii) change or modify the layout of the Show and/or relocate exhibits or Exhibitors; (iv) cancel, in whole or in part, the Show due to an event of force majeure; or (v) change the date, location and duration of the Show; without any liability to Northeast Golf Shows LLC.

b) Northeast Golf Shows 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 Northeast Golf Shows LLC, which permission may be withheld in Northeast Golf Shows LLC’s sole discretion.

4. INDEMNIFICATION
The Exhibitor agrees to indemnify and hold harmless Northeast Golf Shows LLC and the facility, their respective damages (including legal fees and expenses), costs and charges of every kind resulting from (i) its 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, Northeast Golf Shows LLC, the facility, 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 Northeast Golf Shows LLC for the period commencing Northeast Golf Shows LLC 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 Northeast Golf Shows LLC, the Exhibitor shall provide Northeast Golf Shows LLC with a copy of such policy.

b) The Exhibitor is responsible to insure its own exhibit, personnel, display and materials 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
Northeast Golf Shows LLC, the Show sponsors or the facility in which the Show is held, for any loss, damage or injury howsoever caused, respective property.

c) Neither Northeast Golf Shows LLC nor the facility will assume liability for loss for damage, through any cause, of equipment, products, goods, exhibits or other materials owned, rented or leased by the Exhibitor.

7. CANCELLATION AND TERMINATION
a) The Exhibitor shall have the right to cancel this license agreement by notice in writing to be delivered to Northeast Golf Shows LLC no later than sixty (60) days preceding the opening date of the Show. All deposits received by Northeast Golf Shows
LLC up to the date of notice of cancellation Northeast Golf Shows LLC less than sixty (60) days preceding the opening date of the Show that it wishes to cancel this license agreement; or (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; Northeast Golf Shows LLC reserves the right to (iv) cancel this license agreement without notice and all rights of the Exhibitor hereunder 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 the space originally licensed from Northeast Golf Shows 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 Northeast Golf
Shows LLC shall be deemed earned by Northeast Golf Shows LLC and all deposits received shall be non-refundable and nontransferable. In the event of any violation or breach of the terms and conditions of this license agreement, Northeast Golf Shows LLC shall have the right to immediately occupy the space of the violating and/or breaching Exhibitor and utilize it in any manner as Northeast Golf Shows LLC deems appropriate, including, but not limited to, re-licensing its use to 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 Northeast Golf Shows LLC 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 to Northeast Golf Shows LLC to make any
claim for damages or enforcement of the payment of any amounts due pursuant to the terms hereof.

8. FORCE MAJEURE
In the event that (i) the facility in which the Show is to be held or is held is destroyed or becomes unavailable for occupancy or (ii) Northeast Golf Shows LLC is unable to permit the Exhibitor to occupy the facility or the space, or (iii) if the Show is cancelled or curtailed, for any reasons beyond the control weather, epidemic, earthquake or other Acts of God, acts of public enemies, riots or civil disturbances, strike, lockout or boycott, Northeast Golf Shows LLC will not be responsible for any loss of business, loss of profits, consequential or special damages or expenses of whatever nature that the Exhibitor may suffer.

9. MISCELLANEOUS
a) Waiver by Northeast Golf Shows LLC 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 hereof.

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 construed