TERMS AND CONDITIONS OF SALE

These general assignment terms and conditions of the private limited liability company liability CupStack B.V., having its registered office and place of business in (3433 PJ) Nieuwegein at Brabanthaven 3a, (hereinafter referred to as "CupStack").

General provisions

Article 1. Definitions

Services: the work to be performed for payment by CupStack on behalf of Client on the basis of the Order within the framework of the organization, production and related services around hardcups at and/or for the benefit of cultural and business events, as specified in the Order, whether or not through the engagement of third parties. This work may include the provision of services and the performance of work in the field of consultation, purchasing, supervision, execution and handling with regard to (the use of) hardcups.

Event: an event, including but not limited to a cultural or business event such as (music) performance and/or other manifestation, a concert, dance event, music event and/or festival, conference, company party, trade show, presentation and/or (other) public or private event in which one or more persons participate, (partly) organized or (partly) produced by the Client and for which CupStack performs work.

Hardcups: cups made of a hard variety of a type of plastic, made of PP (Polypropylene) or PC (Polycarbonate), whether or not printed and available in many shapes. Generally intended to be used repeatedly.

CupStack: the private company with limited liability CupStack BV, established and doing business in (3433 PJ) Nieuwegein at Brabanthaven 3a (KvK 74327844)

Expenses: costs of any kind incurred by CupStack for the purposes of the execution of the Assignment and approved by Client.

Client: the natural or legal person or company, which, as Client, gives CupStack the Order to perform certain work and/or supply certain Products and/or Services.

Assignment: the work to be performed and/or Products and/or Services to be provided by or on behalf of CupStack under an Assignment Agreement, as further described the Agreement and any Attachment(s) to the Agreement; work may include, but is not limited to, consultation, procurement, supervision, execution and handling with respect to the use of hardcups at an Event.

Agreement: the assignment agreement between CupStack and Client relating to the Assignment.

Products: the goods or property rights to be supplied for payment by or on behalf of CupStack on behalf of Client pursuant to the Order in the field of the

organization, consultation and/or production of all matters relating to the use of hardcups for the purposes of an Event, whether or not through the use of third parties.

Fee: the monetary compensation received by CupStack from Client for the performance of the Assignment.

Article 2. Applicability of General Terms and Conditions

2.1 These General Terms and Conditions are an inseparable and integral part of the Agreement concluded between the Parties.

2.2 In the event of any conflict in interpretation of the contents of the Agreement concluded between the Parties, the provisions of the Agreement take precedence over the provisions of these General Terms and Conditions.

2.3 These General Terms and Conditions are applicable to all CupStack's offers and all agreements whereby a Client commissions CupStack to carry out work (or have it carried out) and/or to supply Products and/or Services relating to the organization, consultation and/or production surrounding the use of hardcups for the purpose of an Event, all in the broadest sense of the word, unless otherwise expressly agreed in writing between the Parties. Client explicitly accepts the applicability of these Terms and Conditions also with regard to subsequent Assignments for and offers from CupStack.

2.4 The applicability of general terms and conditions of the Client, by whatever name, is expressly rejected.

2.5 CupStack is at all times entitled to unilaterally amend these Terms and Conditions in whole or in part. CupStack shall notify Client of any change to its Terms and Conditions. If Client believes that the new Terms and Conditions are unacceptable, Client shall notify CupStack in writing within 5 (five) business days of such notification, failing which Client shall be deemed to have irrevocably accepted the new Terms and Conditions.

2.6 Provisions in the General Terms and Conditions that by their nature are intended to continue even after the Agreement or Order expires shall retain their effect thereafter. These provisions in any event include warranties, indemnities, liability, confidentiality, intellectual property and applicable law and choice of forum. Termination of the Agreement or Order, for whatever reason, shall not affect these provisions.

Article 3. Conclusion of Agreement or Assignment

3.1 All offers by CupStack are without obligation, unless expressly agreed otherwise in writing. CupStack is never obligated to enter into an Agreement with a Client.

3.2 All offers by CupStack are based on the information received from Client. Client is therefore obliged to provide (i) all data, information and documents requested by CupStack and (ii) all other data, information and documents that may be relevant to the preparation and execution of the Order, such as floor plans, turnover and consumption data for previous years, permit applications, permits, exemptions and related documentation, in full, correctly and without delay to CupStack, on the basis of which CupStack will make an offer to the Client and - in the event of an Agreement or Order - execute it. If the said data, information and documents do not appear to have been supplied in full or correctly by the Client, the Client shall be in default without any further notice of default and CupStack shall be entitled - at its own discretion - to dissolve the Agreement with immediate effect and/or to terminate its activities with immediate effect, or to suspend its activities, always without prejudice to the Client's obligation to pay the agreed Fee to CupStack in full.

3.3 An Agreement or Order is only established after an offer by CupStack has been unconditionally confirmed in writing by the Client and subsequently reconfirmed in writing by CupStack.

3.4 Negotiations on a pending Order may be broken off by CupStack at any time. In such event, Client may not require CupStack to continue to negotiate or pay any compensation for any costs or damages incurred by Client, regardless of what such damages might consist of or in what manner such damages occurred.

Article 4. Principal's Obligations.

4.1 The Client will fully enable CupStack to perform its work according to

proper to perform. Unless otherwise agreed in writing, the Client shall provide CupStack with all necessary facilities, including but not limited to gas, water, electricity as well as the number of machines (manitou's, gators, et cetera) requested by CupStack, walkie-talkies, from the moment of preparation and/or construction on location, wristbands and other production supplies.

4.2 The Client is obliged towards CupStack to fully comply with all government obligations and instructions relating to any of the Client's activities. The Client warrants to CupStack that it possesses all permits and exemptions required in connection with (the result of) the Assignment in relation to which CupStack, whether or not through third parties, performs its activities and/or supplies its Products and/or Services, and the Client shall, if so requested, immediately allow CupStack to inspect the said permits and all (additional) permit conditions in this regard and/or make a copy thereof available to CupStack. Unless otherwise agreed in writing, the Client shall be responsible for any fees to be remitted in respect of intellectual property rights.

4.3 The Client shall always provide CupStack, in the manner specified by CupStack, with immediate and complete access to any agreement made with the government or any agency and/or third party in connection with the performance and result of the Assignment. In this regard, Client shall always promptly inform relevant third parties, such as, for example, governments, local authorities, suppliers, subcontractors, participants, owners, managers, private individuals, visitors and employees, of CupStack's work and powers.

4.4 De Opdrachtgever zal met betrekking tot (het resultaat van) de Opdracht in verband waarmee CupStack haar werkzaamheden verricht, niet aan een derde enige opdracht (doen) geven om werkzaamheden te (doen) verrichten welke gelijk of gelijksoortig zijn aan die van CupStack, dan wel deze werkzaamheden te (doen) gedogen, behoudens de voorafgaande schriftelijke toestemming van CupStack.

4.5 If Client fails to fulfill any obligation, as defined above, or fails to do so properly, Client shall be in default without any further notice of default and CupStack shall be entitled to terminate the Agreement or Order with immediate effect, to dissolve and/or terminate its work immediately, or to suspend its work, without prejudice to Client's obligation to pay CupStack the agreed Fee and Expenses in full.

Article 5. Compensation, Expenses and Payment.

5.1 All Fees and Expenses are exclusive of turnover tax and other levies imposed by the government. The Client must pay the agreed Fee, and to the extent already known also the Expenses, prior to the preparation and execution of the work agreed by the Parties in the context of the Assignment and/or delivery of Products and/or Services, unless the Parties have expressly agreed otherwise in writing.

5.2 If Client changes the number of visitors specified at the time of entering into the Agreement to which the Order relates by more than 10% after entering into the Agreement, CupStack has the right to invoice the fee and costs stipulated in the Agreement if it concerns a decrease in the number. If it is an increase in the number of visitors, CupStack will pass on the costs for this on the basis of the rates offered in the quotation. However, in the event of a change of more than 10%, CupStack is entitled to unilaterally terminate the Agreement without any liability.

5.3 (Unforeseen) costs not discounted in the Fee, including costs for changes and/or additional work, will be invoiced to the Client after the Event.

5.4 If the Customer fails to pay the amount due within the applicable period, the Customer shall be in default by operation of law and shall owe CupStack contractual interest of 1.5% (one and one-half percent) per month or part of a month on the amount due.

5.5 If Client fails to pay what is owed, CupStack shall subcontract its claim for collection and all associated costs, the amount of which shall be determined in accordance with applicable laws and regulations and whereby a minimum of €500.00 (excluding VAT) will apply, shall be paid by the Client to CupStack.

Article 6. Execution, subcontracting, changes and additional work

6.1 CupStack is entitled to subcontract the performance of its work in whole or in part to a third party, on the understanding that this may not lead to a result whereby the Client receives a substantially different performance from the agreed performance. Client is aware that CupStack engages third parties, such as staff, to perform the Agreement or Order.

6.2 If a proper performance of CupStack's work in connection with (the result of) the Assignment makes this necessary in CupStack's opinion, CupStack shall be entitled, after prior consultation with the Client, to change or supplement the agreed work (or have it changed) at its own discretion. If a fixed price has been agreed for CupStack's work, any excess over 15% (fifteen percent) of this price will require the Client's prior written consent. The Client is then obliged to reimburse CupStack pro rata for said additional work, as well as for the additional costs, including expenses.

6.3 If a term has been agreed for the execution of certain work to be performed by CupStack, this is never a deadline. If such a deadline is exceeded by CupStack, the Client must therefore give CupStack written notice of default, whereby CupStack is given a reasonable period of time to still perform the work in question.

6.4 If, in the context of the Order, CupStack is responsible for supplying or lending hardcups, the number of hardcups specified in advance by the Client to CupStack, to which this relates, shall be binding. If it appears that more hardcups than the number specified by Client are to be delivered, CupStack is entitled to deliver only up to the specified number of hardcups, or to accept the delivery of hardcups as additional work. In this context, Client is obliged to immediately provide CupStack with an insight into the number of visitors present at that time upon first request. Any number of persons counted by CupStack or third party(ies) engaged by it is binding as a basis for calculating the additional work.

6.5 The times of commencement and completion of the result of the Assignment notified by Client to CupStack in advance are binding. If, during the preparation or execution of (the result of) the Engagement, Client requests CupStack to change the reported end time to a later time or the start time to an earlier time, CupStack is entitled, at its discretion, to refuse this request or to accept the request as additional work.

6.6 CupStack is also entitled to discontinue (the result of) the further execution of the Agreement or Order, in consultation with the Client, should events take place or threaten to take place as a result of which matters and/or persons (may) end up in a threatening and/or dangerous situation.

Article 7. Retention of title and intellectual property.

7.1 CupStack retains title to any Products, Services and matters delivered or to be delivered by and through it until all that the Client owes CupStack on any account whatsoever shall have been paid by the Client. Ownership of any Products, Services and matters made available to the Client, whether or not in the context of rights of use granted to him, shall at all times remain with CupStack, unless the parties have agreed otherwise in the Agreement.

7.2 All intellectual and industrial property rights, of whatever nature, relating to (parts of) objects, creations, distinguishing marks and/or things, of whatever nature and in whatever form, which are created in the performance of the Order by or on account of CupStack's deployment in relation to CupStack's Products and/or Services and which do not already accrue to CupStack by virtue of the law, shall accrue to CupStack by contract exclusively and in undivided ownership. If and to the extent necessary, Client shall cooperate in all formalities necessary or to effect such grant of rights, for example, by signing a deed to that effect.

7.3 Client is not permitted to transfer the rights and/or obligations arising from the Agreement or Order to third parties in whole or in part without CupStack's prior written consent. In the event that CupStack does grant such permission, it may attach further conditions thereto and this does not release Client from its obligations under the Agreement or Order to CupStack.

7.4 Client is only entitled to use objects, works and distinguishing marks designed and/or developed by or on behalf of CupStack as described in the Agreement or Order and any Attachment(s). To that extent, Client obtains a right of use/license from CupStack. Client is not permitted, without CupStack's prior written consent, to modify or cause to be modified, in any way and to any extent, the Products and/or Services supplied in the context of the Order and/or of objects, works and distinctive signs designed and/or developed by or on behalf of CupStack.

7.5 CupStack is entitled to transfer or (sub)license to third parties all or part of its rights and obligations it may assert against Customer.

Article 8. Secrecy

8.1 Each party shall be bound to absolute secrecy regarding all data, information and documents of a confidential nature received from the other party.

Article 9. Notice of default and liability

9.1 Client is and remains at all times independently and primarily responsible for the overall organization, production, promotion and further exploitation of an Event, and the consequences of any (threatening) problems or calamities, the consequences of acting in response to a (threatening) problem or (threatening) calamity and the choices made in this regard, as well as the welfare and health of the people who are on or around the event site where the Event in question is taking place, as well as the items located there. In this regard, CupStack only provides Products and/or Services and/or performs work on behalf of and in support of the Client. CupStack is not liable and does not accept any liability in this regard and Client shall fully indemnify CupStack against any liability and resulting claims from third parties, including visitors, staff or in relation to third parties hired for the Event in question.

9.2 The Client is and remains at all times independently and primarily responsible for the correct compliance with all applicable laws and regulations, the permit(s) granted to it and the agreements made with the government otherwise and other third parties in relation to the organization, production, promotion, operation and/or execution of the event in question. The foregoing also relates to the safety situation in relation to the event. CupStack is not liable and does not accept any liability in this regard and Client shall fully indemnify CupStack for any liability and resulting claims by third parties of any nature whatsoever.

9.3 Third parties, such as any (other) suppliers, who in one way or another contribute to the organization, production, promotion, exploitation and/or execution of the Event in question, are also at all times independently and primarily responsible for the execution of their own activities. CupStack is not liable and does not accept any liability in this regard and Client shall fully indemnify CupStack for any liability and resulting claims by said third parties, of whatever nature.

9.4 CupStack shall only be in default in the performance of any obligation to the Client if it has not complied with a written and a sufficiently specified notice of default by the Client with due regard to a reasonable period within which CupStack can still perform. CupStack shall not be liable and accepts no liability for any loss resulting from any default by CupStack in the performance of its obligations to the Client or any loss resulting directly or indirectly from the performance by or on behalf of CupStack of its work and/or the supply of Products and/or Services, unless such loss is due to CupStack's wilful misconduct or gross negligence.

9.5 If and insofar as CupStack may, notwithstanding the above, be liable to Client on any ground whatsoever, such liability shall at all times be limited to direct damage, and to the amount equal to the invoice value of the performance, which gave rise to the damage and, insofar as the invoice value of the performance may be higher, such liability shall at all times be limited to the amount, which would be paid out under CupStack's liability insurance. At the Client's first written request, CupStack shall provide the Client with a copy of the insurance policy and terms and conditions.

9.6 Client shall indemnify CupStack against all third party claims for damages, of any kind, for which it is not liable as a result of the above. This includes, but is not limited to, damages resulting from the use and further exploitation, in whatever manner, of the result of the Assignment.

9.7 Client shall indemnify CupStack against all third party claims to recover damages arising from or related to the failure to comply, to comply fully and/or to comply on time with the regulations mentioned in article 4 and any government imposed fines in connection therewith. Client also indemnifies CupStack against all claims of third parties to recover damages resulting from shortcomings in the work performed and/or Products and/or Services supplied, including defective execution and/or safety thereof, as well as to recover damages resulting from any actions of Client or staff members and/or (other) third parties (including any subcontractors) engaged by it for the performance of the Agreement or Order.

Article 10. Complaints

10.1 Client is obliged to notify CupStack of any complaint regarding the performance by or on behalf of CupStack of the Agreement or Order immediately upon discovery and then confirm to CupStack in writing within 7 (seven) days. If the Client fails to do so, CupStack shall be deemed to have properly fulfilled its obligations.

Article 11. Force Majeure

11.1 In the event of force majeure, CupStack shall be relieved of its obligation to perform the Agreement or further performance of the Order for as long as the impediment in question persists. Force majeure is in any case understood to mean: any circumstance independent of CupStack's will, as a result of which the fulfillment of CupStack's obligations towards the Client is prevented in whole or in part or as a result of which fulfillment of obligations cannot reasonably be required of CupStack.

11.2 The circumstances, which in any case are not the responsibility and risk of CupStack are:

- conduct or omission, barring intent or gross negligence, of persons or other third parties that CupStack uses or causes to be used in the performance of the Agreement or Order;

- unsuitability of items of which CupStack relies in the performance of the Agreement

c.q. Order uses or causes to be used;

- strike, work stoppage, illness, import, export and/or transit bans, transportation problems, machine breakdowns, traffic disruptions, energy disruptions, delivery problems, changed regulations, government measures, non-compliance with obligations by suppliers (including energy companies and suppliers of computer and telephone equipment), breakdowns in production, extreme weather conditions, frost, natural disasters and war and/or threat of war, terror and/or threat of terror.

Article 12. Termination of Agreement or Assignment

12.1 CupStack is entitled to terminate all or part of the Agreement or Order with the Client with immediate effect, without further notice of default or judicial intervention being required, or - at its option - to suspend further performance of the Agreement or Order, if:

a. the Client is in default with the fulfillment of any obligation arising for him from the Agreement or Order;

b. the Client is declared bankrupt or a petition is filed against it;

c. the Client files for suspension of payments;

d. the Client is placed in receivership;

e. a substantial part of the Client's assets are seized;

f. Client's legal entity is dissolved or Client's business is liquidated;

g. a substantial change occurs in the control of the Client's company, which includes a change in shareholding in which a third party acquires or disposes of a substantial interest of at least 5% (five percent) in the Client's company.

12.2 If the Agreement or Order between CupStack and Client qualifies as a so-called long-term agreement, CupStack is entitled at any time to terminate all or part of the Agreement or Order in writing, observing a notice period of one month and considered reasonable by the Parties. In such a case, Client is not entitled to any compensation or continuation of the contractual relationship.

Article 13. Cancellation Assignment

13.1 Cancellation by Client of the Order is only possible if Client has notified CupStack of the cancellation of the Order immediately and by registered letter.

13.2 If Client cancels the Order more than 30 (thirty) days before the agreed completion of the Order, Client shall owe CupStack, in addition to any compensation and reimbursement of all costs actually incurred by CupStack at that time, at least 50% (fifty percent) of the Fee, Expenses and any other fees as stated in the Agreement or Order. The parties may only deviate from this in writing.

13.3 If the Client cancels the Assignment as of 30 (thirty) days until the agreed completion of the Assignment, the Client shall, in addition to any damages and reimbursement of all costs already by CupStack's actual costs incurred at that time, the Client shall in any event owe CupStack 100% (one hundred percent) of the Fee, Expenses and any other fees as stated in the Agreement or Order. The parties may only deviate from this in writing.

13.4 If the agreed Fee is (partly) based on a turnover yet to be achieved, in case of cancellation the above mentioned percentages will be taken over the estimated bar profit to be determined by CupStack based on number of expected visitors.

Article 14. Applicable law and competent court

14.1 The Agreement, Assignment and these General Conditions are governed exclusively by Dutch law.

14.2 The applicability of the Vienna Sales Convention is explicitly excluded by the Parties.

14.3 All disputes between the Parties shall be settled by the competent court in Amsterdam to the exclusion of any other court.

Made in Amsterdam, the Netherlands, October 28, 2020.