EXHIBITOR TERMS AND CONDITIONS

This Great American Franchise Expo Terms & Conditions (this “T&C”) sets forth the terms and conditions pursuant to which you agree to register with The Great American Franchise Show (“Manager”, “us”, “we”, or “our”) to be an exhibitor (“Exhibitor”, “you”, “your”) at one of our Franchise Expo events (each, an “Event” and collectively, the “Events”). Exhibitor agrees to exhibit Exhibitor’s products and/or services at each Event attended by Exhibitor in accordance with the rules set forth in this T&C and the exhibitor contract to which this T&C is attached and whose provisions are hereby incorporated into this T&C by reference (the“Exhibitor Contract”), and as otherwise as advised by Manager.

1. EVENTS; INFORMATION ABOUT PARTICIPANTS.

The Events bring together business owners, entrepreneurs and other related business industry professionals. Each Event will be held on the dates and times set forth in the Exhibitor Contract and will be held at the venues set forth in the Exhibitor Contract

2. PAYMENTS AND CANCELLATIONS; NO REFUNDS.

2.1 Payments. Exhibitor’s participation in each Event is contingent upon Exhibitor having paid in full the applicable fees.

2.2 NO REFUNDS. ALL EXHIBITOR FEES ARE FINAL. ONCE EXHIBITOR EXECUTES THE EXHIBITOR CONTRACT AND/OR A SPONSORSHIP FORM, THERE ARE NO REFUNDS OF EXHIBITOR FEES WHATSOEVER AND ANY OVERDUE BALANCE OF EXHIBITOR FEES SHALL BE PAID IN FULL BY EXHIBITOR EVEN IF EXHIBITOR DECIDES NOT TO ATTEND ANY EVENT TO WHICH SUCH EXHIBITOR FEES APPLY, UNLESS (AND AS THE SOLE EXCEPTION TO SUCH POLICY) MANAGER CANCELS SUCH EVENT.

2.3 Cancellations. Manager has the right to cancel Exhibitor’s registration to any Event and will refund the show or shows fee immediately.

2.4 Exhibitor is exclusively responsible for all union and/or drayage fees (including without limitation all such fees related to all pre-Event and post-Event shipments).

2.5 Switching. Show Management has the right to charge additional fees to reflect higher pricing for future shows.

2.6 Package deals and promotional pricing are created for a specific show or shows. Switching to other shows not in the original package deal can incur additional charges to reflect the full price of the newly selected shows.

3. ELIGIBILITY; SPACE AVAILABILITY

The Manager shall have the sole right to determine, the eligibility of any Exhibitor, representative of Exhibitor or other Event attendee to attend (or continue to attend) each

Event. Space shall be assigned by Manager primarily on an “as available” basis

4. DELIVERY/SET-UP/EXHIBITION/TEARDOWN.

The dates and hours during which Exhibitor may access a Venue for set-up and teardown of the Exhibitor Space (or other shipments as applicable) shall be specified in writing by the Venue.

5. ADDITIONAL CHARGES.

5.1 Exhibitor acknowledges and agrees that electricity and Internet access are provided by third party vendors (in most cases, the Venue operator) and that Manager has no control over whether electricity and/or Internet will work during any Event.

5.2 Exhibitor acknowledges and agrees that booth furniture (including tables and chairs) provided by third party vendors (in most cases, the Decorator) and that Manager is not responsible for providing booth furniture.

6. EXHIBITOR CONDUCT.

Exhibitor may not operate the Exhibitor Space or otherwise engage in any activity during an Event that is competitive with Manager or which annoys, endangers or interferes with the rights of other exhibitors or other attendees of an Event.

7. SPECIAL REQUESTS.

Any and all special requests by Exhibitor or any of Exhibitor’s representatives, including without limitation a request that Manager provide hearing-impaired interpreters at an Event or any similar such requests, must be delivered in writing to Manager no less than sixty (60) days prior to such Event.

8. GOVERNING LAW; JURISDICTION.

This T&C, the Exhibitor Contract, the Sponsorship Form (if applicable) and all other writings by and between Exhibitor and any of the Manager Parties (if applicable) shall be governed and construed in accordance with the laws of the State of Florida and Miami-

Dade County, excluding Florida’s choice-of-law principles, and all claims arising out of or relating to this T&C and/or any such other documentation, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Florida, excluding Florida’s choice-of-law principles.

9. ARBITRATION

Any dispute by Exhibitor or any of Exhibitor’s representatives arising out of or relating to any Event or otherwise this T&C, the Exhibitor Contract, the Sponsorship Form (if applicable) and/or any other understanding between

Manager and Exhibitor or any of Exhibitor’s representatives (if applicable), including without limitation regarding any breach under any such document or other understanding, shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The arbitration will be conducted in the City of Coral Gables, State of Florida. Notwithstanding the foregoing,

each Exhibitor or Manager may apply to any federal or state court sitting in the County of Miami- Dade and State of Florida for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision, and Exhibitor and Manager each submits to the jurisdiction of such courts for such purpose.

10. MISCELLANEOUS.

This T&C, the Exhibitor Contract and the Sponsorship Form (if applicable) and all other writings by and between Exhibitor and any of the Manager Parties (if applicable) represent the exclusive binding agreement between Exhibitor and Manager, and shall replace all other prior written or oral agreements between Exhibitor and Manager with respect to the subject matter hereof, and may not be modified except in a writing signed by both Exhibitor and Manager. For more information about Manager, or an Event or Events, please contact Manager at 800-304-4271 or email info@franexpousa. com.

11. Force Majeure

The parties hereto shall not be responsible for failure to perform hereunder due to force majeure, which shall include, but not be limited to, fires, floods, riots, strikes, labor disputes, freight embargoes, pandemics or transportation delays, shortage of labor, inability to secure fuel, materials, supplies, equipment, or power on account of shortages thereof, or any other cause, all of which shall be beyond the reasonable control of such party.