1. Defined Terms

The following are the terms and conditions for becoming an exhibitor and exhibiting at the 2019 ToyCon. The term "Event" means ToyCon, currently scheduled for March 1 - 3 2019 ("Event Dates") at the Westgate Convention Center ("Exhibit Facility"). The Event is owned, produced and managed by Toy Fanatics LLC("TF"). As used hereinafter, the term “Organizer” means, collectively, TF and each of its/their respective officers, directors, agents, affiliates, representatives, employees and assigns unless the context requires other wise. The term "Exhibitor" means, collectively the company, any other business entity, or person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by TF in the manner representatives, and/or invitees, as applicable.

2. Contract Acceptance

This contract shall become binding and effective only when space has been purchased either via full payment or deposit through the growtix system.

3. Assumption of Risks; Releases

Exhibitor expressly assumes all risks associated with (resulting from or arising in connection with) Exhibitor's participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Exhibitor has sole responsibility for its property or any theft, damage or other loss to such property. Neither Organizer nor the Exhibit Facility accepts responsibility, nor is a bailment created, for property delivered by orto Exhibitor. Neither Organizer nor the Exhibit Facility shall be liable for, and Exhibitor hereby fully

and forever release and discharge the Organizer and the Exhibit Facility, individually and collectively, representatives and attorneys, and predecessors, assignees and successors of each of them, from all claims, actions, causes of action, demands, cross-claims, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, accounts, controversies, rights, damages, costs, attorneys' fees, losses, expenses and liabilities whatsoever, in law, equity or otherwise (collectively "Claims") which either may now have or have had or which may hereafter accrue, individually, collectively or otherwise in connection with, relating to or arising out of Exhibitor's participation and/or presence in the Event. Exhibitor acknowledges that there is a possibility that subsequent to the execution of this contract, it will discover facts or incur or suffer claims that were unknown or unsuspected at the time this contract was executed, and which if known by it at that time may have materially affected its decision to execute this contract. Exhibitor acknowledges and agrees that by reason of this contract and it is assuming any risk of such unknown facts and such unknown and unsuspected claims.

4. Indemnification

Exhibitor shall on a current basis, indemnify, defend and hold Organizer and the Exhibit Facility harmless from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys' fees and expenses, which result from or arise out of or in connection with Exhibitors' participation or presence at the Event; any breach by Exhibitor of any agreements, promises or other obligations under this contract; any matter for which Exhibitor is otherwise responsible under the terms of this contract; any violation or infringement of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; any libel, slander,

defamation or similar claims resulting from the actions of Exhibitor; harm or injury (including death) to Exhibitor; and loss or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. Exhibitor shall not settle or compromise any claims against Organizer without Organizer's prior written consent.

5. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL ORGANIZER OR THE EXHIBIT FACILITY BE LIABLE FOR ANY LOST PROFITS OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER FOR ANY OF THE ACTS OR OMISSIONS WHETHER OR NOT APPRISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES. IN NO EVENT SHALL ORGANIZERS MAXIMUM LIABILITY UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT ACTUALLY PAID TO SLCC BY EXHIBITOR FOR EXHIBIT SPACE RENTAL PURSUANT TO THIS CONTRACT. Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters.

6. Qualifications of Exhibitor

TF, in its sole discretion, shall have the right to determine whether a prospective exhibitor is eligible to participate in the Event. Applicants who have not previously exhibited at a prior event held by Organizer similar to that of the Event may be required to submit a description of the nature of their business and the items intended to be exhibited. TF reserves the right to restrict or remove any exhibit which TF in its sole discretion, believes is objectionable or inappropriate. Only Exhibitors with products and/or services relating to comic books, comic strips, animation, or other related popular culture items are eligible to exhibit. No adult materials may be displayed or sold, as this is a family event.

7. Assignment of Space

Exhibit space shall be assigned by TF in its sole discretion for the Event and for the Event Dates only. Any such assignment does not imply that similar space will be assigned for future events held by Organizer. TF reserves the right to change the floor plan or to move an Exhibitor to another booth location prior to or during the Event if  TF in its sole discretion determines that to do so is in the best interest of the Event.

8. Cancellation by Exhibitor

Cancellation: Generally, partial cancellation of booth space is not permitted, any partial cancellation must have the prior written consent of TF, which consent shall be in TF's absolute discretion Space is NON REFUNDABLE under any circumstances.

9. Cancellation by TF

If Exhibitor fails to make a payment required by this contract in a timely manner, TF may terminate this contract immediately (and Exhibitor's participation in the Event) without further notice and without obligation to refund monies previously paid. TF reserves the right at its discretion to refuse Exhibitor permission to move in and set up an exhibit if Exhibitor is in arrears of any payment due to TF is expressly authorized (but has no obligation, expressed or implied) to occupy or dispose of any space vacated or made available by reason of action taken under this paragraph in such manner as it may deem best, and without releasing Exhibitor from any liability hereunder. If TF removes or restricts an exhibit which TF considers to be objectionable or inappropriate, no refund will be due to the Exhibitor. TF may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under the contract without any obligations, expressed or implied, on TF's part to refund any payments previously made and without releasing Exhibitor from any liability arising as a result of or in connection with such breach.

10. Cancellation of the Event

If TF cancels the Event due to circumstances beyond the reasonable control of TF (such as acts of God, acts of war, governmental emergency, labor strike or unavailability of the Exhibit Facility) TF shall refund to each Exhibitor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred, in full satisfaction of Organizer's liabilities to Exhibitor. TF reserves the right to cancel, re-name or re-locate the Event or change the dates on which it is held. If TF changes the name of the Event, relocates the Event to another event facility within the same city or changes the dates for the Event to dates that are not more than thirty (30) days earlier or thirty (30) days later than the dates on which the Event originally was scheduled to be held, no refund will be due to Exhibitor; provided however, TF shall assign use of such space to Exhibitor pursuant to the terms of this contract.

11. Exhibit Space Occupancy

Hours and dates for installing, occupying and dismantling exhibits shall be those expressly specified by TF. If Exhibitor fails to install its display in its assigned space by one hour before show opens or leaves its space unattended during the Exhibit hours, TF shall have the right to take possession of the space and no refund will be due to Exhibitor. All exhibits must be open for business during the event hours. Exhibitor may not dismantle the display until the Event is officially closed by TF. Exhibitors may not assign their display space to third parties without prior written approval from TF.

12. Listings and Promotional Materials

By Exhibitor's participation in the Event, Exhibitor expressly grants to TF a fully paid, perpetual non-exclusive license to use, display and reproduce the name, trade names and product names of Exhibitor in any directory (print, electronic or other media) listing the exhibiting companies at the Event and to use such names in TF promotional materials. TF shall not be liable for any errors in any listing or descriptions or for omitting any Exhibitor from the directory or other lists or materials. Exhibitor agrees that TF may also take photographs or Exhibitor's booth space, exhibit and personnel during, before or after the open hours of the Event and use such photographs for any TF promotional purpose.

13. Care of Exhibit Facility

Exhibitor shall promptly pay for any and all damages to the Exhibit Facility or associated facilities, booth equipment or the property of others caused by Exhibitor.

14. Taxes and Licenses

Exhibitor shall obtain any licenses, permits or approvals under federal, state or local law applicable to its activities at the Event at its sole expense. Exhibitor shall obtain any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event.

15. Copyrighted Materials

Exhibitors shall not play or permit the playing or performance of, or distribution of any copyrighted material at the Event unless it has obtained all necessary rights and paid all required royalties, fees or other payments.

16. Observance of Laws

Exhibitor shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Exhibit Facility (including without limitation any union labor work rules). Without limiting the generality of the foregoing, Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act.

17. Additional Terms and Conditions

TF has sole control over attendance policies. Except as provided to the contrary in this contract; all monies paid by Exhibitor shall be deemed fully earned and non-refundable at the time of payment. Exhibitor shall conduct itself at all times in accordance with normal standards of decorum and good taste. In addition to its right to close an exhibit and withdraw acceptance of the contract, TF in its sole judgment may refuse to consider for participation in future events held by Organizer an Exhibitor who violates or fails to abide by the contract and any of the accompanying rules and regulations. Any amendment or modification to this contract must be in writing and signed by an authorized representative of TF. Exhibitor may not assign this contract or any right hereunder nor may Exhibitor sublet or license all or any portion of its exhibit space without the prior written consent of TF, which consent shall be in TF's sole discretion.

18. Incorporation of Rules and Regulations

Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this contract shall be subject to determination by TF in its sole discretion. TF may adopt rules or regulations from time to time governing such matters and may amend or revoke them at any time, upon reasonable notice to Exhibitor. Any such rules and regulations (whether or not included in an Exhibitor Service Guide or similar document) are an integral part of this contract and are incorporated herein by reference and shall have the full force effect as if such rules and regulations are fully set forth herein. Exhibitor shall observe and abide by additional regulations made by TF as soon

as these additional rules or regulations are communicated to Exhibitor. This contract (including the Exhibitor Service Guide and any additional rules or regulations adopted by TF from time to time) states the entire agreement of the parties with respect to the subject matter hereof.

19. Insurance

All exhibitors are required to carry insurance and furnish proof to TF 30 days prior to the event

20. Character of Displays: Use of Aisles and Common Areas

Distribution of samples and printed matter of any kind, and any promotional material is restricted to the exhibit booth. All exhibits shall display products or services in a tasteful manner as determined in TF's sole discretion. The aisles, passageways and overhead spaces remain strictly under control of TF. No signs, decorations, banners, advertising material or special exhibits will be permitted in any of these spaces except by written permission of TF.

21. Fire and Safety Laws

Federal, state, and city laws and Westgate Convention Center rules and regulations must be strictly observed.

22. Authenticity

Any collectibles such as autograph, limited edition toys, art or any other items being sold as authentic must be able to immediately be demonstrated to be authentic upon request. The selling of any such items without the ability to demonstrate authenticity is strictly prohibited. TF requires vendors to stop selling questionable merchandise and/or hault suspicious activity if exhibitor is unable to provide authenticity and TF is not responsible for refunds of purchased space.

23. Gambling

Gambling is strictly prohibited at ToyCon. Violators will be asked to leave the show immediately and are not eligible for any amount of refund from TF. TF requires vendors to stop selling questionable merchandise and/or halt suspicious activity if asked and TF is not responsible for refunds of purchased space.

1. Defined Terms

The following are the terms and conditions for becoming an exhibitor and exhibiting at the 2019 ToyCon. The term "Event" means ToyCon, currently scheduled for March 1 - 3 2019 ("Event Dates") at the Westgate Convention Center ("Exhibit Facility"). The Event is owned, produced and managed by Toy Fanatics LLC("TF"). As used hereinafter, the term “Organizer” means, collectively, TF and each of its/their respective officers, directors, agents, affiliates, representatives, employees and assigns unless the context requires other wise. The term "Exhibitor" means, collectively the company, any other business entity, or person that applied for exhibit space rental and agreed to enter into this contract upon acceptance by TF in the manner representatives, and/or invitees, as applicable.

2. Contract Acceptance

This contract shall become binding and effective only when space has been purchased either via full payment or deposit through the growtix system.

3. Assumption of Risks; Releases

Exhibitor expressly assumes all risks associated with (resulting from or arising in connection with) Exhibitor's participation or presence at the Event, including, without limitation, all risks of theft, loss, harm, damage or injury to the person (including death), property, business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God or otherwise. Exhibitor has sole responsibility for its property or any theft, damage or other loss to such property. Neither Organizer nor the Exhibit Facility accepts responsibility, nor is a bailment created, for property delivered by orto Exhibitor. Neither Organizer nor the Exhibit Facility shall be liable for, and Exhibitor hereby fully

and forever release and discharge the Organizer and the Exhibit Facility, individually and collectively, representatives and attorneys, and predecessors, assignees and successors of each of them, from all claims, actions, causes of action, demands, cross-claims, counter-claims, obligations, contracts, indemnities, contributions, suits, debts, sums, accounts, controversies, rights, damages, costs, attorneys' fees, losses, expenses and liabilities whatsoever, in law, equity or otherwise (collectively "Claims") which either may now have or have had or which may hereafter accrue, individually, collectively or otherwise in connection with, relating to or arising out of Exhibitor's participation and/or presence in the Event. Exhibitor acknowledges that there is a possibility that subsequent to the execution of this contract, it will discover facts or incur or suffer claims that were unknown or unsuspected at the time this contract was executed, and which if known by it at that time may have materially affected its decision to execute this contract. Exhibitor acknowledges and agrees that by reason of this contract and it is assuming any risk of such unknown facts and such unknown and unsuspected claims.

4. Indemnification

Exhibitor shall on a current basis, indemnify, defend and hold Organizer and the Exhibit Facility harmless from any and all claims, demands, suits, liabilities, damages, losses, costs, reasonable attorneys' fees and expenses, which result from or arise out of or in connection with Exhibitors' participation or presence at the Event; any breach by Exhibitor of any agreements, promises or other obligations under this contract; any matter for which Exhibitor is otherwise responsible under the terms of this contract; any violation or infringement of any law or ordinance or the rights of any party under any patent, copyright, trademark, trade secret or other proprietary right; any libel, slander,

defamation or similar claims resulting from the actions of Exhibitor; harm or injury (including death) to Exhibitor; and loss or damage to property or the business or profits of Exhibitor, whether caused by negligence, intentional act, accident, act of God, theft, mysterious disappearance or otherwise. Exhibitor shall not settle or compromise any claims against Organizer without Organizer's prior written consent.

5. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL ORGANIZER OR THE EXHIBIT FACILITY BE LIABLE FOR ANY LOST PROFITS OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER FOR ANY OF THE ACTS OR OMISSIONS WHETHER OR NOT APPRISED OF THE POSSIBILITY OF ANY SUCH LOST PROFITS OR DAMAGES. IN NO EVENT SHALL ORGANIZERS MAXIMUM LIABILITY UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT ACTUALLY PAID TO SLCC BY EXHIBITOR FOR EXHIBIT SPACE RENTAL PURSUANT TO THIS CONTRACT. Organizer makes no representations or warranties, express or implied, regarding the number of persons who will attend the Event or regarding any other matters.

6. Qualifications of Exhibitor

TF, in its sole discretion, shall have the right to determine whether a prospective exhibitor is eligible to participate in the Event. Applicants who have not previously exhibited at a prior event held by Organizer similar to that of the Event may be required to submit a description of the nature of their business and the items intended to be exhibited. TF reserves the right to restrict or remove any exhibit which TF in its sole discretion, believes is objectionable or inappropriate. Only Exhibitors with products and/or services relating to comic books, comic strips, animation, or other related popular culture items are eligible to exhibit. No adult materials may be displayed or sold, as this is a family event.

7. Assignment of Space

Exhibit space shall be assigned by TF in its sole discretion for the Event and for the Event Dates only. Any such assignment does not imply that similar space will be assigned for future events held by Organizer. TF reserves the right to change the floor plan or to move an Exhibitor to another booth location prior to or during the Event if  TF in its sole discretion determines that to do so is in the best interest of the Event.

8. Cancellation by Exhibitor

Cancellation: Generally, partial cancellation of booth space is not permitted, any partial cancellation must have the prior written consent of TF, which consent shall be in TF's absolute discretion Space is NON REFUNDABLE under any circumstances.

9. Cancellation by TF

If Exhibitor fails to make a payment required by this contract in a timely manner, TF may terminate this contract immediately (and Exhibitor's participation in the Event) without further notice and without obligation to refund monies previously paid. TF reserves the right at its discretion to refuse Exhibitor permission to move in and set up an exhibit if Exhibitor is in arrears of any payment due to TF is expressly authorized (but has no obligation, expressed or implied) to occupy or dispose of any space vacated or made available by reason of action taken under this paragraph in such manner as it may deem best, and without releasing Exhibitor from any liability hereunder. If TF removes or restricts an exhibit which TF considers to be objectionable or inappropriate, no refund will be due to the Exhibitor. TF may also terminate this contract effective upon written notice of termination if Exhibitor breaches any of its obligations under the contract without any obligations, expressed or implied, on TF's part to refund any payments previously made and without releasing Exhibitor from any liability arising as a result of or in connection with such breach.

10. Cancellation of the Event

If TF cancels the Event due to circumstances beyond the reasonable control of TF (such as acts of God, acts of war, governmental emergency, labor strike or unavailability of the Exhibit Facility) TF shall refund to each Exhibitor its exhibit space rental payment previously paid, minus a share of costs and expenses incurred, in full satisfaction of Organizer's liabilities to Exhibitor. TF reserves the right to cancel, re-name or re-locate the Event or change the dates on which it is held. If TF changes the name of the Event, relocates the Event to another event facility within the same city or changes the dates for the Event to dates that are not more than thirty (30) days earlier or thirty (30) days later than the dates on which the Event originally was scheduled to be held, no refund will be due to Exhibitor; provided however, TF shall assign use of such space to Exhibitor pursuant to the terms of this contract.

11. Exhibit Space Occupancy

Hours and dates for installing, occupying and dismantling exhibits shall be those expressly specified by TF. If Exhibitor fails to install its display in its assigned space by one hour before show opens or leaves its space unattended during the Exhibit hours, TF shall have the right to take possession of the space and no refund will be due to Exhibitor. All exhibits must be open for business during the event hours. Exhibitor may not dismantle the display until the Event is officially closed by TF. Exhibitors may not assign their display space to third parties without prior written approval from TF.

12. Listings and Promotional Materials

By Exhibitor's participation in the Event, Exhibitor expressly grants to TF a fully paid, perpetual non-exclusive license to use, display and reproduce the name, trade names and product names of Exhibitor in any directory (print, electronic or other media) listing the exhibiting companies at the Event and to use such names in TF promotional materials. TF shall not be liable for any errors in any listing or descriptions or for omitting any Exhibitor from the directory or other lists or materials. Exhibitor agrees that TF may also take photographs or Exhibitor's booth space, exhibit and personnel during, before or after the open hours of the Event and use such photographs for any TF promotional purpose.

13. Care of Exhibit Facility

Exhibitor shall promptly pay for any and all damages to the Exhibit Facility or associated facilities, booth equipment or the property of others caused by Exhibitor.

14. Taxes and Licenses

Exhibitor shall obtain any licenses, permits or approvals under federal, state or local law applicable to its activities at the Event at its sole expense. Exhibitor shall obtain any necessary tax identification numbers and permits and for paying all taxes, license fees, use fees, or other fees, charges, levies or penalties that become due to any governmental authority in connection with its activities at the Event.

15. Copyrighted Materials

Exhibitors shall not play or permit the playing or performance of, or distribution of any copyrighted material at the Event unless it has obtained all necessary rights and paid all required royalties, fees or other payments.

16. Observance of Laws

Exhibitor shall abide by and observe all federal, state and local laws, codes, ordinances, rules and regulations, and all rules and regulations of the Exhibit Facility (including without limitation any union labor work rules). Without limiting the generality of the foregoing, Exhibitor shall construct its exhibits to comply with the Americans with Disabilities Act.

17. Additional Terms and Conditions

TF has sole control over attendance policies. Except as provided to the contrary in this contract; all monies paid by Exhibitor shall be deemed fully earned and non-refundable at the time of payment. Exhibitor shall conduct itself at all times in accordance with normal standards of decorum and good taste. In addition to its right to close an exhibit and withdraw acceptance of the contract, TF in its sole judgment may refuse to consider for participation in future events held by Organizer an Exhibitor who violates or fails to abide by the contract and any of the accompanying rules and regulations. Any amendment or modification to this contract must be in writing and signed by an authorized representative of TF. Exhibitor may not assign this contract or any right hereunder nor may Exhibitor sublet or license all or any portion of its exhibit space without the prior written consent of TF, which consent shall be in TF's sole discretion.

18. Incorporation of Rules and Regulations

Any and all matters pertaining to the Event and not specifically covered by the terms and conditions of this contract shall be subject to determination by TF in its sole discretion. TF may adopt rules or regulations from time to time governing such matters and may amend or revoke them at any time, upon reasonable notice to Exhibitor. Any such rules and regulations (whether or not included in an Exhibitor Service Guide or similar document) are an integral part of this contract and are incorporated herein by reference and shall have the full force effect as if such rules and regulations are fully set forth herein. Exhibitor shall observe and abide by additional regulations made by TF as soon

as these additional rules or regulations are communicated to Exhibitor. This contract (including the Exhibitor Service Guide and any additional rules or regulations adopted by TF from time to time) states the entire agreement of the parties with respect to the subject matter hereof.

19. Insurance

All exhibitors are required to carry insurance and furnish proof to TF 30 days prior to the event

20. Character of Displays: Use of Aisles and Common Areas

Distribution of samples and printed matter of any kind, and any promotional material is restricted to the exhibit booth. All exhibits shall display products or services in a tasteful manner as determined in TF's sole discretion. The aisles, passageways and overhead spaces remain strictly under control of TF. No signs, decorations, banners, advertising material or special exhibits will be permitted in any of these spaces except by written permission of TF.

21. Fire and Safety Laws

Federal, state, and city laws and Westgate Convention Center rules and regulations must be strictly observed.

22. Authenticity

Any collectibles such as autograph, limited edition toys, art or any other items being sold as authentic must be able to immediately be demonstrated to be authentic upon request. The selling of any such items without the ability to demonstrate authenticity is strictly prohibited. TF requires vendors to stop selling questionable merchandise and/or hault suspicious activity if exhibitor is unable to provide authenticity and TF is not responsible for refunds of purchased space.

23. Gambling

Gambling is strictly prohibited at ToyCon. Violators will be asked to leave the show immediately and are not eligible for any amount of refund from TF. TF requires vendors to stop selling questionable merchandise and/or halt suspicious activity if asked and TF is not responsible for refunds of purchased space.