TERMS AND CONDITIONS OF LEASE

These terms and conditions shall be applicable to any and all rentals and/or sales transactions between EVENT EVENT PRODUCTIONS, INC., a Florida corporation dba Complete Production Resources, hereinafter referred to as “Lessor”, and it’s customers and/or clients, hereinafter referred to as “Lessee”, unless specifically altered by Complete Production Resources in writing. Lessee hereby leases from Lessor, upon the following terms and conditions, the Equipment (the “Equipment”) described on the schedule attached hereto ("Schedule"). The term "Lease" as used herein refers collectively to any Schedule, these Terms and Conditions of Lease, and any other documents executed in connection with any of the foregoing.

Section 1                Term of Lease. The term of this Lease commences on the date Lessee executes the rental contract and ends on the date and at the time set forth in the invoice to which these Terms and Conditions of Lease are attached (the “Expiration Time”).

Section 2                 Payment Terms. Payment shall be made by cash, credit card, or certified bank draft or unless paid in full on or prior to the date due, in addition to the other amounts required to be paid by Lessee hereunder, Lessee shall pay Lessor interest in an amount equal to twelve percent (12%) per annum on all amounts owed Lessor by Lessee which are not paid when due, but in no event shall Lessee pay more than an amount greater than the highest rate of interest remitted by applicable law. Lessee shall pay Lessor all costs and expenses, including reasonable attorneys' fees and the fees of collection agencies, incurred by Lessor in (a) enforcing any of the terms, conditions or provisions of this Lease, and (b) in connection with any bankruptcy or post judgment proceeding, whether or not suit is filed and, including, without limitation, those incurred in each and every action, suit or proceeding, including any and all appeals and petitions there from and all fees and costs incurred by Lessor.

Section 3                Nature of Obligations of Lessee. The obligations of Lessee to pay rent and other sums hereunder and the rights of Lessor and its assignee to those payments are absolute and unconditional. Lessee’s duty to pay the rent and perform its other obligations as set forth in this Lease are absolute and shall not be affected by (i) any representations as to the Equipment or any other matter; (ii) the deficiency or inadequacy of the Equipment for any purpose, whether or not known or disclosed to Lessee; (iii) any deficiency or defect in the Equipment; (iv) the use or performance of the Equipment; or (iv) any loss of business or other consequential loss or damage whether or not resulting from any of the foregoing.

Section 4                 No Warranties by Lessor. LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING THE CONDITION OF THE EQUIPMENT, IT’S MERCHANTABILITY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS COMPLIANCE WITH ANY APPLICABLE GOVERNMENTAL REQUIREMENTS OR REGULATIONS AND ITS NON-INFRINGEMENT OF ANY PATENTS OR OTHER RIGHTS AND LESSEE LEASES THE EQUIPMENT "AS IS." LESSEE UNDERSTANDS AND AGREES THAT NO PERSON IS AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS LEASE ON BEHALF OF LESSOR EXCEPT PURSUANT TO A SEPARATE WRITING SIGNED BY A DULY AUTHORIZED OFFICER OF LESSOR.

Section 5                Lessee’s Representations, Warranties, and Covenants. Lessee represents and warrants that: (a) if it is an entity, it is in good standing under the laws of the state of its formation, and duly qualified to do business in each state where the Equipment will be located; (b) it has full authority to execute and deliver this Lease and perform the terms hereof, and this Lease has been duly authorized and constitutes the valid and binding obligation of Lessee, enforceable in accordance with its terms; (c) this Lease will not contravene any law, regulation or judgment affecting Lessee or any affiliate of Lessee or result in any breach of any agreement or other instrument binding on Lessee; (d) no deed of trust, mortgage or third party interest or lien has attached or will attach to the Equipment and Lessee will take all actions reasonable and necessary to remove any deed of trust, mortgage or third party interest or lien that attaches to the Equipment; (e) the Equipment will remain at all times under applicable law removable personal property, free and clear of any lien or encumbrance in favor of Lessee or any other person, notwithstanding the manner in which the Equipment may be attached to any real property; (f) the Equipment will at all times remain within the United States; and (g) all credit, financial information and all documents regarding Lessee or any affiliate of Lessee submitted to Lessor herewith or at any time are true and correct.

Section 6                Equipment Ordering. Lessee shall be responsible for all packing, rigging, transportation and installation charges for the Equipment. Lessee shall arrange for delivery of Equipment so that it can be accepted in accordance with Section 7 hereof.

Section 7                Lessee Acceptance. By accepting this Lease, Lessee acknowledges receipt of the Equipment in good condition and further acknowledges acceptance thereof as satisfactory for purposes of this Lease.

Section 8                Loss or Damage to Equipment. Lessee assumes the risk of loss to the Equipment through its use, operation, or otherwise, and Lessee hereby indemnifies and holds harmless Lessor from and against any and all claims, costs, damages and expenses (including reasonable attorney’s fees) arising out of, relating to, or in connection with any loss, damage, or destruction of the Equipment. Upon any loss, damage or destruction of the Equipment, Lessee shall pay to Lessor all amounts due under this Lease up to the date of the loss or damage and, at Lessor's option, Lessee shall either (a) repair the Equipment, returning it to good operating condition, unless damaged beyond repair; (b) replace the damaged Equipment with identical equipment, acceptable to Lessor, in good condition and of equivalent value, which shall become the property of Lessor, be included as Equipment hereunder, and become subject to the terms of this Lease; or (c) pay to Lessor in cash the amount of money necessary to replace the Equipment with substantially similar Equipment.

Section 9                Indemnity. Lessee will protect, indemnify and save harmless Lessor, its agents, affiliates, employees, successors and assigns from and against all liabilities (including negligence, tort and strict liability), claims, suits, damages, losses, costs and expenses, including reasonable attorney's fees, imposed upon or incurred by or asserted against Lessor by Lessee or any third party by reason of the occurrence or existence (or alleged occurrence or existence) of any act or event relating to or caused by the Equipment (regardless of where, how and by whom the Equipment is operated), including, but not limited to, consequential, incidental or special damages of any kind, or any failure on the part of Lessee to perform or comply with any of the terms of this Lease. In the event that any action, suit or proceeding is brought against Lessor by reason of any such occurrence, Lessee, upon request of Lessor, will at Lessee's expense resist and defend such action, suit or proceeding or cause the same to be resisted and defended by counsel designated and approved by Lessor. The indemnities and obligations provided herein shall continue in full force and effect notwithstanding the expiration or termination of this Lease.

Section 10              Insurance. Lessee, at its expense, shall keep the Equipment insured for the entire term and any extensions of this Lease against all risks of physical loss or damage in commercially reasonable amounts, and such insurance shall provide for a loss payable endorsement to Lessor and any assignee of Lessor, for the full replacement value of the Equipment.

Section 11              Taxes. (a) Lessee shall report the Equipment as equipment leased from Lessor and not as equipment owned by Lessee on Lessee's personal property tax return; (b) Lessee shall reimburse Lessor for (or pay directly, as instructed by Lessor), and indemnify and hold Lessor harmless from, all fees (including, but not limited to license, documentation, recording and registration fees), and all sales, use, gross receipts, personal property, occupational, value added or other taxes, levies, imposts, duties, assessments, charges, or withholdings of any nature whatsoever, together with any penalties, liens, additions to tax, or interest thereon (all of the foregoing being hereafter referred to as "Impositions") arising at any time prior to or during the term of this Lease, or upon expiration of this Lease and levied or imposed upon Lessor directly or otherwise by any federal, state or local government in the United States or by any foreign country or foreign or international taxing authority upon or with respect to (i) the Equipment; (ii) the exportation, importation, registration, purchase, ownership, delivery, leasing, possession, use, operation, storage, maintenance, repair, return, sale, transfer of title, or other disposition thereof; (iii) the rentals, receipts or earnings arising from the Equipment, or any disposition thereof; (iv) any payment pursuant to this Lease; or (v) this Lease or the transaction or any part thereof excluding, however, taxes based upon or measured by Lessor's net income imposed or levied by the United States or any state thereof. The indemnities and obligations provided herein shall continue in full force and effect notwithstanding the expiration of this Lease.

Section 12              Surrender of Equipment. Unless otherwise provided for herein, upon expiration of this Lease, Lessee will surrender the Equipment to Lessor in as good order and condition as originally provided, reasonable wear and tear excepted. Lessee shall bear all expenses of returning the Equipment to Lessor's location or other location within the United States as Lessor may request. In the event Lessee fails to return the Equipment as herein provided, the term of this Lease shall be automatically extended on a month-to-month basis cancellable by either party on sixty (60) days prior written notice to the other party on the same terms and conditions as are provided for herein.

Section 13              Assignment. Without Lessor’s prior written consent, Lessee shall not (i) assign, transfer, pledge, hypothecate, or otherwise dispose of this Lease, the Equipment, or any interest in either of the foregoing; or (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee’s employees. Lessor may assign this Lease or grant an interest in the Equipment, or both, in whole or in part without notice to Lessee. If Lessee is given notice of such assignment it agrees to acknowledge receipt thereof in writing and to sign such other documents as Lessor or the assignee may reasonably require. Each such assignee and/or secured party shall have all of the rights, but none of the obligations, of Lessor under this Lease unless it expressly agrees to assume such obligations in writing. Lessee shall not assert against assignee and/or secured party any defense, counterclaim or offset that Lessee may have against Lessor. Notwithstanding any such assignment and provided no Event of Default has occurred and is continuing, Lessor or its assignees, secured parties, or their agents or assigns shall not interfere with Lessee's right to quietly enjoy use of the Equipment subject to the terms and conditions of this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the successors and assignees of the parties hereto.

Section 14              Default. Any of the following events or conditions shall constitute an Event of Default hereunder: (i) Lessee's failure to pay any monies due to Lessor hereunder when the same is due; (ii) Lessee's default in performing any term, covenant or condition hereof or under any other agreement between Lessee and Lessor if such default is not cured by Lessee within five (5) days of receipt of notice thereof; (iii) seizure of any or all the Equipment under legal process; (iv) the filing by or against Lessee of a petition for reorganization or liquidation under the Bankruptcy Code or any amendment thereto or under any other insolvency law providing for the relief of debtors. If an Event of Default shall have occurred and be continuing, Lessor shall have the right to exercise, at its sole discretion, any one or more of the following rights and remedies: (i) terminate this Lease upon written notice to the Lessee; (ii) without affecting Lessor's title or right to possession of the Equipment, declare due and recover all rental payments and other amounts then accrued or thereafter accruing for the entire term of this Lease or any extension thereof, which the parties agree is a fair and reasonable amount; (iii) require the Lessee to promptly redeliver the Equipment in the manner specified in Section 12 hereof; (iv) repossess the Equipment without notice, legal process, prior judicial hearing or liability for trespass or other damages (WHICH RIGHTS LESSEE HEREBY VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY WAIVES); (v) take possession of the Equipment. (Such repossession of the Equipment shall not terminate Lessee's obligations under this Lease unless Lessor so notifies Lessee in writing. If Lessor is unable to repossess the Equipment, then it is deemed a total loss and Lessee must pay the replacement cost as determined by Lessor.); and (vi) exercise any rights and remedies available under the Uniform Commercial Code, any other applicable law or in equity. All such remedies are cumulative and may be enforced separately or concurrently.

Section 15              Title to Equipment. The Equipment shall be and remain personal property of Lessor notwithstanding any attachment or fixation to other items of equipment or real property or any building thereon and Lessee shall have no right, title or interest therein or thereto except as expressly set forth in this Lease. Upon termination of the Lease term, Lessee shall have the duty and Lessor shall have the right, to remove the Equipment from the premises where the same be located whether or not affixed or attached to the real property or any building, at the cost and expense of Lessee.

Section 16              Alterations; Attachments. No alterations or attachments shall be made to the Equipment without Lessor's prior written consent, which may be withheld for any reason or no reason.

Section 17 Miscellaneous.

(a)   Governing Law; Waiver of Jury Trial. Lessee expressly agrees that the exclusive jurisdiction for any claim, suit, or cause of action arising out of or relating to this Lease shall be filed only in the state or federal courts located in Orange County, Florida, and Lessee further agrees and submits to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim, suit, or cause of action. LESSEE hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of, under or in connection with this lease or the transactions contemplated hereby or disputes relating hereto.

(b)   Headings. The section and subsection headings used herein are for convenience of reference only and do not form a part of this Lease, and no construction or inference shall be derived there from.

(c)   Severability. Each clause, provision, paragraph, or part of this Lease is severable, and if one or more of such clauses, provisions, paragraphs, or parts is declared invalid by a court of competent jurisdiction, the remaining provisions of this Lease shall remain in full force and effect.

(d)   Waiver. Failure by either party to enforce any provision of this Lease or applicable law shall not constitute a waiver of the requirements of such provision or law, or as a waiver of the right of a party thereafter to enforce such provision or law. This Lease may not be amended except pursuant to a written amendment signed by authorized representatives of Lessor and Lessee.

(e)   Recovery of Attorney’s Fees. The substantially prevailing party in any suit, claim, or cause of action arising out of or relating to this Lease or the transactions contemplated hereunder shall be entitled to recover from the other party all of the costs and expenses (including reasonable attorney’s, paralegal’s, and expert’s fees) incurred in prosecuting such suit, claim, or cause of action, whether incurred at the trial or appellate levels.

(f)   Notice. Any notice or other communication required or permitted under this Lease shall be deemed to have been duly given (i) three (3) business days following deposit in the mails if sent by registered or certified mail, postage prepaid, return receipt requested; (ii) when delivered, if delivered personally to the intended recipient; and (iii) one (1) business day following deposit with a nationally recognized overnight courier service for overnight delivery, in each case addressed (a) to Lessor at 1930 Commerce Oak Ave, Orlando, FL 32808; and (b) to Lessee at the address below.

(g)   Successors and Assigns. This Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

(h)   Counterparts. This Lease may be executed by facsimile transmission and the reproduction of signatures by facsimile or similar device shall be treated as binding as if an original.

(i)    Time for Bringing Action. Any action for the breach of this Lease must be commenced within one (1) year after the cause of action has accrued.

(j)  Entire Agreement. Lessee acknowledges that Lessee has read this Lease, understands it and agrees to be bound by its terms, and further agrees that it constitutes the entire agreement between Lessor and Lessee with respect to the subject matter hereof and supersedes all previous agreements, promises, or representations.

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Complete Production Resources
1930 Commerce Oak Ave.
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