1. DEFINITIONS

• Capitalized terms defined in the body of these terms and conditions shall have the meaning provided therein. Additionally, the following terms shall have the meaning set forth below:
• “Agreement” means the Lease Confirmation, these Standard Terms and Conditions, any standard terms and conditions of Lessee that Lessor has specifically agreed in writing would also bind the transaction, and all referenced documents, exhibits and attachments.
• “Delivery Date” means the delivery date specified in the Lease Confirmation, unless the Parties agree to a different date in writing.
• “Equipment”means the equipment to be leased by Lessor to Lessee under this Agreement, as specified in the Lease Confirmation, and any accessories and related spare parts for such Equipment covered by this Agreement.
• “Lease Confirmation” means the Lease or Rental Confirmation, Lease or Rental Proposal or Purchase Order agreed and executed by the Parties and setting forth the key commercial terms of this Agreement.
• “Lessee” means the party identified as Lessee on the face of the Lease Confirmation.
• “Lessor” means Critical Loop, Inc.
• “Parties” means Lessor and Lessee, and each is a “Party”.
• “Premises” means the premises owned or controlled by Lessee and identified in the Lease Confirmation, where the Equipment is to be located during the Lease Period.

2.   LEASE PERIOD

(a)  The Lease Period (“Lease Period”) shall commence from the date of delivery of the Equipment to the Premises and shall continue until the Equipment is transported from the Premises.

(b)  If the Lease Confirmation specifically provides such flexibility, Lessor may remove the Equipment from the Premises for specific intervals during the Lease Period for use with another customer, provided that (i) this would not conflict in any way with Lessee’s intended use of the Equipment, (ii) no lease charges will accrue during the period in which the Equipment is unavailable to Lessee for operation due to such removal, and (iii) Lessor’s removal and re-delivery of the Equipment do not cause unreasonable additional burdens for Lessee.

3.   DETERMINATION OF LEASE CHARGES:

During the Lease Period, Lessee shall pay lease charges on each piece of Equipment identified in the Lease Confirmation on the pricing terms specified in the Lease Confirmation. Unless otherwise stated in the Lease Confirmation, monthly, weekly and daily lease charges shall be calculated as follows: (i) a month is defined as28 days, (ii) a week is defined as five days, (iii) day is the minimum billing increment and is defined as any calendar day in which the Equipment is mobilized or made available for use, whether in full or part, and (iv) for partial increments of weeks or months, no proration shall apply and instead the applicable charge for that period shall be calculated as the lower of (a) the rate for the full month or week, as applicable, and (b) the rate for the cumulative number of weeks and/or days within that increment.

4.   PAYMENT:

Unless otherwise specified in the Lease Confirmation,
(a) all lease charges and other charges due under this Agreement are unconditionally due and payable by Lessee within 30 days from the date of invoice and
(b) invoices forlease charges will be issued monthly in arrears and for other charges, promptly after incurred or accrued. All overdue payments, for all charges, including damages and losses, shall bear interest at the lesser of 18% per annum or the highest amount otherwise allowed by law without prejudice to Lessor's rights and in particular without prejudice toLessor's right contained in Section 25 to terminate this agreement fornon-payment of lease charges.

5. INSTALLATION DESIGN; CONCEPT OF OPERATIONS.

(a)  Lessor and Lessee may have agreed on an installation design prior to execution of the Lease Confirmation. If a design has not already been agreed, Lessor shall prepare installation design drawings and share with Lessee for comment. Lessor and Lessee shall cooperate in good faith to promptly agree on the final design in a reasonable manner.

(b)  TheParties will jointly prepare a detailed concept of operations (“Concept of Operations”) relating toinstallation, servicing and removal of the Equipment (including with respect tode-energization, etc.), to ensure safety of personnel and equipment.

(c)  Lessee shall promptly provide information requested by Lessor that would be relevant to preparing the installation design or Concept of Operations.

6. LOCATION OF EQUIPMENT ON PREMISES; SITE PREPARATION.

(a)  Lessee shall identify the desired location of the Equipment on their Premises as soon as possible and with enough lead time to enable the installation design and site preparation described herein to be conducted in a timely manner. Lessor shall reasonably seek to accommodate Lessee’s choice of location for the Equipment on the Premises, provided that the following requirements are met:

●     5% slope for parking space of the energy storage and supporting infrastructure.

●     10’ from any property lines

●     Truck accessible ingress and egress

●     Not blocking any fire lanes

●     The Site Design package will be a set of plans that we can reference as the contract drawings.

(b)  Lessor and Lessee will work together to implement any site preparation relating to the Equipment installation, as contemplated in the installation design. Each Party would bear their own costs in connection withsuch site preparation (unless otherwise agreed in the Lease Confirmation), and minor electrical equipment that may be required would be provided free of charge by the respective Parties acting reasonably.

7. TRANSPORTATION.

Lessor shall be responsible for the cost and arrangement of transportation of the Equipment to Lessee’s Premises, and from Lessee’s Premises to its next destination at the end of the Lease Period. In the event of any increased transportation costs resulting from rescheduling of delivery or equipment retrieval by Lessee or failure of Lessee to grant transportation providers prompt access to Lessee’s Premises on the Delivery Date or at the end of the Lease Period, Lessee shall bear such additional costs.

8. DELIVERY DATE.

(a)  Lessor shall deliver the Equipment on the Delivery Date specified in the Lease Confirmation, unless the Parties agree to a different date in writing.

(b)  In the event that delivery is delayed due to Lessee’s request, Lessee’s failure to timely secure permits, Lessee’s breach of this Agreement, or Lessee’s failure to permit or accommodate delivery when attempted by Lessor in accordance with the terms hereof, lease charges shall accrue from the originally scheduled Delivery Date and Lessee must reimburse Lessor for any incremental costs associated with the delay (e.g., additional transportation costs, reasonable charges for rescheduling of personnel for off-loading and installation, and temporary storage costs).

(c)  If Lessee requests that the scheduled Delivery Date be moved forward (and provides such request with reasonable notice), Lessor shall use good faith efforts to accommodate the request, provided that Lessee must reimburse Lessor for any costs associated with such change and the Lease Period shall be adjusted to provide the earlier start date but the same contract end date.

9. OFFLOADING AND INSTALLATION.

The principal Equipment is mobile and does not require offloading, other than unhooking from the trucks. Unless otherwise agreed in writing, Lessor’s personnel shall be responsible for offloading any accessory equipment (PLC, cables, isolation transformers, etc.) and installing the Equipment, and Lessee shall provide the access and permission to do so, as well as implementing any measures with respect to their power systems and equipment as may be contemplated by the Concept of Operations.

10. INSPECTION, TESTING AND ACCEPTANCE

(a)   Lessor and Lessee shall jointly conduct a physical inspection of the Equipment after installation for visible damage or defects. After satisfactory completion of such inspection, the Parties shall test the operation of the Equipment in accordance with Lessor’s standard onsite acceptance test procedure for such Equipment.

(b)  Upon satisfactory completion of the physical inspection and onsite acceptance tests, the Equipment shall be considered accepted by Lessee. The effect of such acceptance is that Lessee shall bear the burden of establishing conclusively that any visible physical damage to the Equipment not identified in the inspection pre-existed its possession of the Equipment. Not withstanding the foregoing, risk of loss or damage to the Equipment shall pass to Lessee when the Equipment is uncoupled from the truck transporting it onsite, even where that occurs prior to acceptance.

(c)   If(i) Lessor fails to work with reasonable diligence to install the equipment and conduct the acceptance inspection and tests or (ii) the inspection and tests uncover problems that materially delay acceptance and operation of the Equipment, lease charges shall accrue from the date of acceptance, rather than the date of delivery.

11. OPERATION OF THE EQUIPMENT BY LESSOR; MONITORING BY LESSEE

(a)Lessor shall be solely responsible for the direct operation of the Equipment, including any charge and discharge of the Equipment, most of which shall be conducted remotely and activated through the Equipment’s control software.

(b)Lessee will be granted access to an API for the Equipment control software that (i)permits Lessee to monitor the critical parameters to confirm the Equipment is operational and ready for its current planned use and (ii) permits Lessee to schedule or initiate charge and discharge, subject to system constraints. Such API access will be granted through a web interface. Lessee is hereby granted anon-exclusive license during the Lease Period to access Lessor’s control software in the manner specifically set forth herein.

12. MAINTENANCE AND REPAIRS.

Subject to the terms and conditions of this Agreement, Lessor shall be solely responsible for maintaining the Equipment, including providing problem diagnosis, onsite repair and preventative maintenance. Scheduled and unscheduled maintenance and repairs shall be undertaken at Lessor’s sole cost and expense, except that Lessee shall reimburse Lessor for the reasonable cost of any repairs or maintenance resulting from damage caused by Lessee, its agents, employees or contractors.

13. VARIOUS OBLIGATIONS OF LESSEE.

(a)Lessee shall not move, alter, or attempt any operations or maintenance of the Equipment, except as specifically instructed or agreed in writing by Lessor or as may be required to reasonably respond to an emergency or casualty event(provided that Lessee shall immediately notify Lessor in such event and would be responsible for any damage or costs resulting from such operation or maintenance, except where the emergency or casualty event was caused by the Equipment itself). Lessor shall similarly ensure that no third parties handle or operate the Equipment, except in the limited circumstances described above.

(b)Not less than thirty (30) days before making any alterations or repairs to the Premises (except for emergency repairs) or any improvement which may adversely affect the operation and maintenance of the Equipment, Lessee shall inform Lessor in writing and, thereafter, shall use commercially reasonable efforts to conduct such repairs, alterations or improvements in compliance with any timely and reasonable requests made by Lessee to mitigate any adverse effect. If any repair, alteration, or Improvement result in a permanent and material adverse economic impact on the Equipment, Lessor may request relocation of the Equipment. If a temporary disconnection or removal of the Equipment is necessary to perform such alterations or repairs, Lessor shall perform such work, and any re-connection or re-installation of the Equipment, at Lessee’s cost.

(c)  Lessee shall notify Lessor within twenty-four (24) hours following the discovery of any emergency condition affecting, material malfunction in, or damage to, the Equipment or its operation.

(d)  Lessee shall not cause or allow a disconnection of the Equipment from its utility’s electrical facilities, including as a result of non-payment of bills from its utility unless directed to do so by Lessor or in response to an emergency situation.

13. REMOVAL OF EQUIPMENT AT THE END OF LEASE PERIOD.

At the end of the contracted Lease Period identified in the Lease Confirmation, Lessee must make the equipment available for retrieval by Lessor and provide the access to Lessor or its representatives required for such retrieval, and Lessor shall be responsible for uninstalling the Equipment and for arranging transport from the Premises to its next destination (as well as the cost of such transport). In the event that removal is delayed due to Lessee’s request, Lessee’s breach of this Agreement, or Lessee’s failure to permit or accommodate removal when attempted by Lessor in accordance with the terms hereof, lease charges shall continue to accrue until removal is permitted and Lessee must reimburse Lessor for any incremental costs associated with the delay (e.g., additional transportation costs and reasonable charges for re-schedulingof personnel for uninstallation and loading).

14. ACCESS TO PREMISES.

Lessee shall ensure Lessor and its representatives and agents are permitted reasonable access to the Premises at such times as the Parties may mutually agree to conduct the activities contemplated hereunder, including site preparation, installation, onsite operations and maintenance services, and removal of the Equipment. Lessor and its representatives and agents shall comply with Lessee’s standard protocols for securing admission to the Premises (provided that Lessee shall take reasonable measures to assist) and shall follow Lessee’s policies applicable to contractors conducting activities onsite (which Lessee shall provide to Lessor in advance).

15. PERMITTING.

Lessee shall be responsible for ensuring any permits (including land use, zoning or building permits), as well as any utility agreements or approvals, required for the installation and operation of the Equipment on the Premises in the manner described herein and intended by the Lessee are obtained in a timely manner and for maintaining such permits and approvals throughout the Lease Period. Notwithstanding the foregoing, Lessor shall be responsible for obtaining any permits relating to transportation of the Equipment to the point of entry into the Premises. Each Party will cooperate in good faith with the other Party to assist with their respective permitting obligations.

16. DAMAGETO EQUIPMENT.

Except as otherwise agreed in the Lease Confirmation, Lessee shall be liable to Lessor for all loss or damage to the Equipment, while it is in the possession of Lessee, regardless of the cause or origin of such loss or damage, unless such loss results solely from Lessor’s fault in installing, operating or maintaining the Equipment or from a defect in the Equipment. In the event of partial loss or damage to the Equipment, Lessee shall immediately notify Lessor of such, and if its failure to so notify Lessor results in additional or consequential damage to Lessor, Lessee agrees to pay for all such damages. The repair or replacement of the damaged Equipment will be conducted or arranged by Lessor, even where the cost is Lessee’s obligation hereunder.

17. WARRANTIES

(a)  Lessor warrants that the Equipment will meet the specifications set out in the Lease Confirmation.

(b)  In the event that the Equipment fails to meet the required specifications (“Equipment Failure”), Lessor’s control systems are designed to autonomously detect such anomalies and promptly trigger customized, pre-configured alerts to Lessee and to Lessor personnel. Upon receipt of such alert (or upon notice fromLessee of an Equipment Failure), Lessor will take the following actions to remedy or provide replacement Equipment:

(i)    Within 1 hour of notification of the problem, Lessor would have personnel checking operation remotely to identify the cause of the Equipment Failure and to resolve it; 

(ii)   If the Equipment Failure is not resolved within 12 hours, Lessor’s personnel would be present on-site seeking to resolve it;

(iii) If Lessor is unable to resolve the Equipment Failure within 5 days, Lessor would replace the Equipment with equipment of similar specifications that Lessor reasonably believes would deliver substantially the same performance.  If Lessor is unable for any reason to provide replacement equipment, Lessor will notify Lessee immediately and assist Lessee in finding an interim solution from a different provider.

(iv) If Lessor is unable to resolve the Equipment Failure or provide replacement equipment satisfying delivering substantiallythe same performance within 45 days, Lessee will be entitled to cancel the contract with respect to the Equipment experiencing the Equipment Failure.

(c)  The foregoing Equipment Failure response protocols may be varied in individual Lease Confirmations, in which case the terms of such Lease Confirmation will supersede.

(d)  For Lease Confirmations where lease charges accrue on a daily or monthly basis, charges will be reduced pro-rata for any period in which the Equipment is experiencing an Equipment Failure. For Lease Confirmations where charges are calculated based on specific events or eventualities, no rent charge will be incurred for any such event or eventuality for which the Equipment is unavailable due to Equipment Failure.

(e)  Notwithstanding anything else in this section, in the event that an Equipment Failure is found to have resulted from Lessee’s breach of this Agreement (e.g., its handling of the Equipment without approval of Lessee), Lessor shall be responsible for all incremental costs to Lessee associated with repairing or replacing the Equipment (including the value for the time of its ownpersonnel, charged at its standard rates), and lease charges would continue to accrue through the period of repair and/orreplacement.

(f)   The remedies described in this section shall be the exclusive remedies available to Lessee against Lessor for the failure of Equipment to meet specifications, for Equipment defect or inoperability or for failure to meet the specifications described in the Lease Confirmation.

18.  LIABILITY FOR DAMAGE TO PROPERTYOF LESSEE

(a)  The following provisions shall apply to liability for any damage or losses causedto the Premises or Lessee’s property arising from the transport of the Equipment onto the Premises, from the operation of the Equipment by Lessee, or from any other activities of Lessee or its representatives or agents on the Premises:

(i)    If damage is caused during the course of transportation and delivery of the Equipment by the trucking companies contracted by Lessor, Lessee’s recourse shall be against the trucking companies and their insurance;

(ii)   If damage is caused during the course of installation, maintenance and operationof the Equipment by Lessor or its agents or representatives or is a result of an Equipment defect, Lessor shall be responsible for the cost of repairing or replacing such damaged Property;

(b)  Lessor shall not be liable for any damages or losses arising from (i) the handling or operation of the Equipment in violation of the terms of this Agreement by Lessee or any third parties permitted access to the Equipment by Lessee in violation of this Agreement, (ii) any other breach of this Agreement by Lessee, or (iii) any negligent acts or omissions of Lessee or any third parties on the Premises.

19. DAMAGE TO THE EQUIPMENT

(a)  In the event the Equipment suffers any damage while on the Premises other than due to Lessor’s fault, the fault of the transport company contracted by Lessor or an Equipment defect, Lessee shall reimburse Lessor for the cost of any repair (including any transportation costs) or, in the event of a total loss, for the replacement value of the Equipment as identified in the Lease Confirmation. In such event, Lessee shall remain liable for all lease charges associated with the period in which the Equipment is not operational due to such damage or loss.

(b)  Additionally, the Parties acknowledge that the Equipment is unique in design and manufacture, and as to Lessor, it is inherently valuable as lease equipment. Therefore, in the event of damage to the Equipment, regardless of whether ultimately deemed a total loss, Lessor and Lessee agree that the loss to Lessor comprises, in addition to the Replacement Cost or cost of labor and parts to repair the Equipment, transportation costs, travel time, mileage, and other such incidental costs, the loss of use of such lease Equipment (“Lost Rentals”) until it can be fully repaired or replaced. In such event, Lessee shall also be liable for, and agrees to pay within thirty (30) days from receipt of Lessor's invoice, the loss of use and Lost Rentals which such damaged Equipment could have produced, at Lessor’s then current prevailing lease rate, for such period of time which elapses from the loss until the Equipment can be repaired or replaced.

20. CHANGE ORDERS.

In the event that Lessee requests a change order with respect to the specifications of the Equipment after execution of a Lease Confirmation, but before delivery, and issues this request a reasonable period in advance of the planned Delivery Date (and in no event less than sixty (60) days prior to such date), Lessor shall use good faith efforts to try to accommodate the request if technically and operationally practical, provided that Lessee agrees to any increases in lease charges that may be reasonably required and that Lessee agrees to reimburse Lessor for any costs incurred as a result of the change (e.g., increased transportation costs, reasonable time charges for Lessor personnel revising installation designs, etc.). Schedule changes shall be handled in accordance with the Delivery section, rather than this section.

21. INDEMNIFICATION

LESSEE SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD LESSOR HARMLESS AGAINST ANY CLAIM, DEMAND, LOSS, DAMAGE, LIABILITY, LAWSUIT, CAUSE OF ACTION, JUDGMENT, PENALTY AND/OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, COURT COSTS AND OTHER COSTS OF SUIT) ON ACCOUNT OF PROPERTY DAMAGE OR LOSS, OR PERSONAL INJURIES (INCLUDING ILLNESS, DISABILITY OR DEATH), AS WELL AS ENVIRONMENTAL AND BIOHAZARD REMEDIATION & DECONTAMINATION COSTS RESULTING FROM THE OPERATION, USE OR HANDLING OF THE EQUIPMENT OR SERVICES PROVIDED HEREUNDER, TO THE EXTENT CAUSED BY THE NEGLIGENCE OR FAULT OF LESSEE AND/OR A THIRD PARTY.

22. INSURANCE.

Lessee shall at Lessee's own expense and for all relevant periods maintain: (i) commercial general liability insurance to protect Lessee and Lessor against damage to property or persons from the operation, handling and use of the Equipment during the Lease Period with minimum coverage of $1,000,000 per occurrence/$2,000,000 general aggregate,(ii) commercial auto insurance to protect Lessee and Lessor against damage toproperty or persons from transportation-related losses with minimum coverage of$1,000,000 per occurrence/$2,000,000 general aggregate; (iii) broad form property insurance covering the Equipment at the replacement value identified on the Lease Confirmation (the “Replacement Value”); and, (iv) if customer is hauling the Equipment, all risk cargo insurance, at the Replacement Value, (v) workers compensation insurance for its employees in amounts required by the laws of the state in which the work is performed, and (vi) such other insurance as may be requested by Lessor in advance of shipment by Lessor to Lessee. Lessee shall cause its insurer to issue an endorsement identifying that all insurance identified in this Section22 shall be primary to that of Lessor to the extent of Lessee’s obligations herein and that Lessee and its insurer agree to waive their subrogation rights with respect thereto. Lessee shall provide thirty (30) day advance written notice to Lessor of change or termination of any such policy prior to change or cancellation and Lessee shall cause Lessor and Lessor’s vendor to be named as an additional insured on each such policy, other than Workers’ Compensation. Failure to provide the requisite insurance shall not be deemed as a waiver of this provision.

23. INTELLECTUALPROPERTY.

(a)  Lessor shall retain exclusive ownership of all intellectual property rights associated with the Equipment and any control software provided under this Agreement, including,but not limited to, patents, trademarks, copyrights, trade secrets, and any other proprietary rights. Any improvements, modifications, or derivative works made to the Equipment or control software during the course of leasing the Equipment, whether made by Lessor, Lessee or any third party, shall be deemed the sole and exclusive property of Lessor. Lessee agrees to assign, and hereby assigns, any rights, title, and interest it may have in such improvements or derivative works to Lessor.

(b)  To the extent the Lease Confirmation or Lessee’s standard contracting terms and conditions would provide for work-for-hire or similar terms with respect to intellectual property, and those terms are deemed to supersede the terms in the preceding paragraph, the Parties agree that improvements and updates to the Equipment and control software are specifically excluded from the scope of services/work performed by Lessor for Lessee, and therefore would not be subject to any claim of ownership by Lessee.

24. ASSIGNMENT; SUBLETTING.

(a)  Lessee shall not re-lease any Equipment nor shall Lessee assign or transfer any interest in this Agreement without the prior written consent of Lessor.

(b)  Lessor may in its sole discretion assign or novate all of its rights and obligations under the agreement to an Affiliate. An "Affiliate" of a party means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such party. "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. Lessor may also in its sole discretion subcontract a portion of its obligations hereunder to an Affiliate.

25. TERMINATIONOF THE AGREEMENT.

(a)  Lessor may terminate the Lease Confirmation with respect to a specific piece of Equipment prior to the expiration of the agreed Lease Period if:

(i) Lessee fails to make payment in accordance with the terms of this agreement and such failure continues for a period of five (5) days,

(ii) Lessee handles or operates the Equipment in violation of this Agreement,

(iii) Lessee breaches any material provision hereof with respect to such piece of Equipment, and such breach is not cured within fifteen (15) days of Lessor’s notice of breach,

(iv) the Equipment is lost, damaged, stolen, destroyed or seized by a governmental agency after it had been placed in the possession of Lessee,

(v) Lessor has a reasonable belief that there is an unusual risk of damage to the Equipment or that Lessee cannot adequately protect the Equipment,

(vi) a Force Majeure event occurs and is invoked by Lessee that lasts longer than 30 days.

(b)  Lessee may terminate the Lease Confirmation with respect to a specific piece of Equipment prior to the expiration of the agreed Lease Period if:

(i) Lessor breaches any material provision hereof with respect to such piece of Equipment, and such breach is not cured within fifteen (15) days of Lessee’s notice of breach,

(ii) a Force Majeure event occurs and is invoked by Lessor that lastslonger than 30 days.

(c)  Lessormay elect to terminate the Lease Confirmation with respect to one or more specific pieces of Equipment or all outstanding Lease Confirmations prior to the expiration of the agreed Lease Period(s) if:

(i) Lessee becomes bankrupt, insolvent or makes an assignment for thebenefit of its creditors,

(ii) Lessee fails to maintain the insurance required by Section 22, and such failure is not cured within fifteen (15) days of notice by Lessor,

(iii) Lessor reasonably believes that Lessee is unable to comply with the payment terms hereof as a result of delays in payment under this Agreement or any other lease agreement with Lessor or is likely to become bankrupt, insolvent or make an assignment for the benefit of its creditors,

(iv) any other matter arises which provides a right to terminate with respect to a specific piece of Equipment andas a result thereof Lessor is reasonably insecure that Lessee will abide by the obligations in question with respect to other Equipment, provided that Lessee shall be provided an opportunity to provide adequate assurances to address such insecurity.

(d)  Lessee may elect to terminate the Lease Confirmation with respect to one or more specific pieces of Equipment or all outstanding Lease Confirmations prior to the expiration of the agreed Lease Period(s) if:

 (i) Lessor becomes bankrupt, insolvent or makes an assignment for the benefit of its creditors, or

(ii) Lessor fails to maintain the insurance required by this Agreement,and such failure is not cured within fifteen (15) days of notice by Lessee.

(e)  In the event a Party repeatedly breaches the same or similar obligations, they hereby waive any cure periods provided herein with respect to such breaches.

26. RIGHTS UPON EARLY TERMINATION.

(a)  Upon termination by Lessor under Section 25, Lessor may at its option, after three (3) days’ notice in writing of such event, without further notice, pursue anyone or more of the following options: (a) turn off or suspend Lessee’s use of the Equipment and related services, (b) retrieve the Equipment wherever it maybe found without becoming liable for damages or for trespass (provided that Lessee shall be given an opportunity to cooperate and agree to a schedule retrieval), and/or, (c) in addition to any other remedies Lessor may have, recover all amounts due together with any damages for injury to the Equipment and all expenses incurred in turning off, recovering, retrieving or repossessing the Equipment. Lessee waives any right to claim damages resulting from any of the above remedies exercised by Lessor. Lessee shall be required to pay out the value of lease charges for the entirety of the contracted Lease Period, where Lessor has rightfully terminated early pursuant to Section 25.

(b)  Upon termination by Lessee under Section 25, Lessor shall, at its own cost, remove the Equipment from the Premises with reasonable promptness, provided that Lessee shall continue to safeguard the Equipment in the interim and shall cooperate with Lessor to facilitate the removal from the Premises. In such circumstances, Lessee shall be relieved of any further obligation to pay lease charges with respect to the applicable Equipment from the date of termination.

27. CORE Project Participation

Some or all of the Equipment leased by Lessor to Lessee may have been purchased using vouchers issued under the California Air Resources Board’sClean Off-Road Equipment Voucher Incentive Project (the “CORE Project”). Where this is the case:

(a)The Lease Confirmation will note which Equipment has been purchased with such a voucher and will disclose the voucher amount and voucher terms and conditions (either specifically in the confirmation or by referencing other documentation made available to Lessee);

(b)Lessee agrees that such Equipment will be operated 100% within California during the Lease Period;

(c)Lessee agrees that it will cooperate with Lessor and equipment manufacturer on the preparation of Annual User Experience Reports as required by the CORE Project; and

(d)Lessee agrees that it will provide the CORE Project’s administrator, the California Air Resources Board or their designee information necessary to verify conformance with all CORE Project terms and conditions.

More information regarding the CORE Project may be found at this website maintained by the California Air Resources Board: https://californiacore.org/

28. AUTHORITY OF AGENTS

The execution hereof by an agent of Lessee shall conclusively establish the authority of such agent to contract herein.

29. TAXES AND FEES.

Lessee shall pay all license fees, registration fees, assessments, duties and taxes which may now or hereafter be imposed upon the ownership, possession, lease or use of the Equipment, excepting only those based on Lessor's net income or exempted by law. Lessee shall promptly notify Lessor of the receipt of any tax notices, tax reports or inquiries or notices from taxing or other authorities concerning taxes, fees or assessments.

30. OWNERSHIPOF EQUIPMENT; ENCUMBRANCES.

The Equipment is, and shall at all times remain, the property of Lessor, and Lessee shall have no right, title or interest therein,or thereto except the right of possession and use of the Equipment pursuant to the terms of this Agreement. Lessee shall not remove or deface any plate or marking on the Equipment identifying Lessor as the owner of the Equipment or the manufacturer's serial number. The Equipment is, and shall at all times remain, personal property of Lessor notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner affixed or attached to any other personal or real property. Lessee shall keep the Equipment free and clear of any and all levies, liens, security interests and encumbrances of any kind, and shall give Lessor prompt notice of any attachment or judicial process affecting the Equipment.

31.NO LIABILITY FOR CONSEQUENTIAL DAMAGES, ETC.

IN NO EVENT SHALL LESSOR BE LIABLE TO LESSEE OR ANY OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, BUT IN NO WAY LIMITED TO LOSS OF USE, LOSS OF REVENUES, PROFITS OR ANTICIPATED PROFITS, LOST LABOR TIME, LOST OR SPOILED PRODUCT, DELAY, LIQUIDATED OR PUNITIVE DAMAGES.

32. LIABILITY CAP.

LESSOR'S LIABILITY AND INDEMNITY OBLIGATIONS, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL LEASE CHARGES RECEIVED FROM LESSEE BY LESSOR FOR THE EQUIPMENT WHICH IS THE SUBJECT OF CLAIM OR DISPUTE, EXCEPT THAT FOR DAMAGE TO PROPERTY FOR WHICH LESSOR IS LIABLE UNDER SECTION 18 AND ANY LOSSES ARISING FROM LESSOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SUCH LIABILITY CAP MAY BE INCREASED TO $1 MILLION PER OCCURRENCE AND $2 MILLION IN AGGREGATE. THE LIABILITY CAPS IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF WHETHER THE LOSSES ARE COVERED BY LESSOR’S INSURANCE, AND MEASUREMENT OF DAMAGES AGAINST THE CAP SHALL BE CALCULATED TO INCLUDE ANY AMOUNTS PAID OUT BY LESSOR’S INSURANCE.

33.NOTICE:

For purposes of this Agreement, notice shall be provided and deemed made by the following methods only: (1) by U.S. certified or registered Mail, return receipt requested, postage prepaid, on the date the return receipt is signed or, if not signed and/or accepted, on the date the return receipt establishes the first attempt at delivery was made (2) by 24 hour nationally reputable private courier delivery service (i.e., Federal Express, UPS, DHL), 24 hours after it is delivered to the private courier, (3) by hand delivery, upon delivery and acknowledgement of receipt by the party to whom it is delivered, or (4) by email, with proof of delivery receipt. Notice shall be provided to Lessor at 4150 E. Donald Douglas Drive, Long Beach CA 90808 (Attention: CEO) and to Lessee at the address identified in the Lease Confirmation or at any other address subsequently provided to Lessor by Lessee by any method provided in this Section 33.

34. ENTIRE AGREEMENT; SEVERABILITY.

(a)  This Agreement (which includes the Lease Confirmation, these Standard Terms and Conditions, any standard terms and conditions of Lessee that Lessor has specifically agreed in writing would also bind the transaction, and all referenced documents, exhibits and attachments) constitutes the entire agreement between Lessor and Lessee, and supersedes any representations, warranties or agreements (written or oral) heretofore made or entered into between the parties relating to the Equipment leasing and related services. Notwithstanding any provision therein to the contrary, unless otherwise expressly agreed in writing and evidenced by signature of both parties, terms included in any purchase order or other customer-provided document (as well as any click through terms on Lessee’s website or vendor onboarding portal) are expressly rejected and shall have no force or effect.

(b)  If any provision of this Agreement shall otherwise contravene or be invalid under the laws of any state or other jurisdiction where it is applicable but for such contravention or invalidity, such contravention or invalidity shall not invalidate all of the provisions of this Agreement, but rather this Agreement shall be reformed and construed as not to contain the such provision or provisions, but only to the extent that they are contravening or are invalid under the laws of that state or jurisdiction. All other provisions of theAgreement shall remain in full force and effect.

35. CHANGES, MODIFICATIONS, WAIVERS, ETC.

Changes, modifications, waivers, additions or amendmentsto the terms and conditions of this Agreement shall be binding on Lessor only if such are in writing and signed by a duly authorized representative of Lessor. The failure of Lessor to enforce, at any time or for any period of time, any of the provisions of this agreement shall not constitute a waiver of such provisions or of the right of Lessor to enforce each and every provision.

36. FORCE MAJEURE.

If the performance by either Party of any of its obligations shall in any way be prevented, interrupted or hindered as a consequence of an Act of God, war, civil disturbance, riot, strike, lockout, fire, earthquake, epidemic, pandemic or other natural calamities, legislation or restriction of any government or other authority, or any other circumstances beyond the reasonable control of such party (each a “Force Majeure Event”), the affected party’s obligations shall be wholly or partially suspended during and to the extent of such prevention, interruption, or hindrance. Lessee shall remain liable to Lessor for all costs related to the lease at the rates set forth in the Agreement: (i) incurred prior to commencement of the Force Majeure Event, and (ii) incurred after commencement of the Force Majeure Event while Equipment is in Lessee’s possession. Early termination may be available for extended Force Majeure, as specifically set out herein.

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37.  EXCLUSIVITY OF REMEDIES.

The remedies provided in this Agreement in favor of Lessee are exclusive, and all other legal, statutory or equitable remedies that otherwise would be available, including but not limited to remedies under the Uniform Commercial Code, shall not apply or inure to Lessee’s benefit.

38. RESTRICTIONS ON EMPLOYMENT.

Lessee shall not employ any employee of Lessor who performed work, directly or indirectly, on behalf or for the benefit of Lessee for twelve months following the last date Lessor’s employee performed suchwork.

39. CONFIDENTIALITY.

In relation to this Agreement, Lessor may disclose sensitive information to Lessee, and Lessee may disclose sensitive information to Lessor. With respect to sensitive information received from the other Party, each shall be considered the “Recipient”, and with respect to sensitive information disclosed to the other Party hereunder, each Party shall be considered the “Disclosing Party”.

In relation to using the Equipment and performing under Disclosing Party has disclosed or may disclose information of a confidential nature about Disclosing Party’s business including, without limitation, know-how, formulas, processes, ideas, inventions, and other technical, business, financial and product development plans, forecasts, strategies, and other information (“Confidential Information”). For purposes of this Agreement,“Confidential Information” does not mean information that, Recipient can prove(i) was known to Recipient, without any obligation to keep it confidential, prior to disclosure by Disclosing Party, (ii) is subsequently disclosed on anon-confidential basis to Recipient by a source other than Disclosing Party with a right to disclose it, (iii) is or becomes publicly available (other than as a result of a disclosure by Recipient), or (iv) has been or is independently developed byRecipient without reference to or use of confidential information of Disclosing Party.

Recipient shall hold Disclosing Party’s Confidential Information in confidence and take all necessary precautions to protect such Confidential Information; not divulge any such Confidential Information to any third party except as provided herein or authorized by Disclosing Party in writing; divulge any such Confidential Information within its organization only to those employees with a “need to know” such information in connection with this Agreement who have agreed to keep it confidential; not make any use of any such Confidential Information except in connection with the transactions contemplated under this Agreement; and not remove or export any such Confidential Information outside the United States. Notwithstanding the above, Recipient may disclose Confidential Information of Disclosing Party to the extent required by law, provided that Disclosing Party is given prompt notice of any applicable order (to the extent permitted by law) and provided the opportunity to contest such disclosure.

The confidentiality and use obligations and restrictions herein shall survive for a period of five (5) years from the date of disclosure of the Confidential Information, or with respect to technical or scientific Confidential Information that constitutes a trade secret, until such information is no longer considered a trade secret under applicable law.

40. GOVERNING LAW; ARBITRATION.

(a)  The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of California, without giving effect to principles of conflicts of law.

(b)  Lessor and Lessee agree that, to the fullest extent permitted by applicable law, any and all claims or disputes relating to, arising from or regarding this Agreement shall be resolved by final and binding arbitration. Lessor and Lessee agree to bring any claim in arbitration before a single JAMS arbitrator pursuant to the applicable JAMS rules as agreed by the parties or determined by the arbitrator. The arbitration shall be conducted in Los Angeles, CA. Lessor and Lessee waive any rights to a jury trial or a bench trial in connection with the resolution of any claim under this Agreement (although Lessor may seek interim emergency relief from a court to prevent irreparable harm to the Equipment pending the conclusion of any arbitration).

41. APPLICABILITY OF TERMS & CONDITIONS

To the extent of a conflict between these Standard Terms and Conditions and the terms included on the face of any Lease Confirmation, the terms of the Lease Confirmation shall dictate. To the extent these Standard Terms and Conditions or the terms on the face of a Lease Confirmation are in conflict with any terms and conditions provided by Lessee, the terms and conditions hereof and in the Lease Confirmation shall dictate. Notwithstanding any provision therein to the contrary, unless otherwise expressly agreed in writing and evidenced by signature of both parties, any purchase order or other customer-provided document are expressly rejected and shall have no force or effect.

42. COUNTERPARTS:

If acceptance of this Agreement is made by signature rather than acceptance of the Equipment, then this Agreement, including Lessor’s proposal and these terms and conditions by reference therein, may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed to be one and the same agreement. Signatures of acceptance may be exchanged by e-mail, and each party agrees to be bound by its own electronically submitted signature, and to accept the electronic signature of the other party. Alternatively, acceptance of Lessor’s proposal and these terms and conditions by reference therein may be made by email acknowledgement.

43. PRECEDENCE.

To the extent of a conflict between a Lease Confirmation and the terms included on the Standard Terms and Conditions, the terms of the Lease Confirmation shall dictate. To the extent the Lease Confirmation or the Standard Terms and Conditions are in conflict with any terms and conditions provided by Lessee, the terms and conditions hereof and in Critical Loop’s Standard Terms and Conditions shall dictate. Notwithstanding any provision therein to the contrary, unless otherwise expressly agreed in writing and evidenced by signature of both parties, terms included in any purchase order or other customer-provided document are expressly rejected and shall have no force or effect.

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