EQUIPMENT LEASE AGREEMENT

THIS EQUIPMENT LEASE AGREEMENT (this "Agreement") is made effective as of

, 2017, by and between an
limited liability company with a business address of
("Lessor"), and , an
limited liability company with a business address of ("Lessee").

1. Lease. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor,
the equipment described in the attached Schedule A (including all parts thereof and any
replacements thereto, the "Equipment"), pursuant to the terms set forth in this Agreement.

2. Term of Lease. The term of this Agreement shall commence as of the date that any
of the Equipment is delivered to Lessee, and shall continue for a period of 90 days thereafter (the
"Term"). If Lessee is not in default of this Lease, Lessee shall have the option to renew this Lease
for an additional period of 90 days by notifying Lessor in writing of Lessee's desire to renew
the Lease, no less than 14 days before the expiration of the Term. The provisions of this Lease
shall apply during any ensuing renewal term.

3. Rent. Lessee shall pay as rent for the leasing the sum of $ per month. Rent
shall be paid in advance, with the first payment of rent being due on the commencement date of
the Term and each payment thereafter due on the same day of each succeeding month
throughout the end of the Term. Lessee's obligation to make such rent payments shall be
absolute and unconditional and is not subject to any abatement, set-off, defense or counterclaim
for any reason whatsoever.

4. Care and Use of the Equipment. Lessee shall: (a) use the Equipment in a careful,
proper and workmanlike manner in the regular course of its business; (b) maintain the Equipment,
at Lessee's sole cost, in good repair and as otherwise required to keep the Equipment in good
working order and to protect the Equipment from deterioration (other than ordinary wear and tear);
(c) replace with new parts any and/or all parts which may require replacement during the
Term; (d) keep the Equipment free and clear of all levies, liens and encumbrances; and (e)
comply with and conform to all applicable laws, ordinances and regulations in any way relating to
the use, location, possession or condition of the Equipment.

5. Title and Ownership of the Equipment. The Equipment shall, unless a purchase
thereof is made as provided in Section 6 below and until full payment of such purchase price and
all interest which may be due thereon is made in cash to Lessor, retain its character as personal
property and the title and ownership thereto shall not pass to Lessee but shall remain in Lessor,
and Lessee's rights in respect to the Equipment shall be limited to possession and use in
accordance with the terms of this Agreement. If Lessor shall so request, Lessee shall execute
and deliver to Lessor such documents as Lessor shall deem necessary or desirable for purposes
of recording or filing to protect the interest of Lessor in the Equipment including, but not limited to
a UCC financing statement.

6. Option to Purchase. Lessor grants to Lessee the option to purchase all of the
Equipment at the conclusion of the Term or renewal term for the total purchase price of $
. Lessee should notify Lessor of its intention to exercise the option no later than
days before the expiration of the Term or any renewal term.

7. Redelivery of Equipment. Upon expiration or earlier termination of this Agreement,

unless a purchase of all of the Equipment is made as provided in Section 6, Lessee shall return
the Equipment to Lessor in good repair, condition and working order (reasonable wear and tear
excepted), in a manner and to a location designated by Lessor.
 8. Inspection by Lessor. Lessor shall have the right, upon reasonable prior notice to
Lessee, to inspect the Equipment at the premises of Lessee or wherever the Equipment may
then be located.

9. Risk of Loss. Lessee shall bear all risks of loss of and damage to the Equipment from
any cause and the occurrence of such loss or damage shall not relieve Lessee of any obligation
under this Agreement. In the event of loss or damage, Lessee, at Lessor's option, provided it is
not in default under this Agreement otherwise, shall:

(a) Place the damaged Equipment in good repair, condition and working order; or

(b) Replace lost or damaged Equipment with new equipment of the same or better
quality, and deliver to Lessor documentation creating clear title to that new equipment
in Lessor.

10. Insurance. Lessee shall keep the Equipment insured against all risks of loss or
damage from every cause whatsoever for not less than the full replacement value of the
Equipment. The amount of such insurance shall be sufficient so that neither Lessor nor Lessee will
be considered a co-insurer. Lessee shall carry public liability insurance, both personal injury and
property damage, covering the Equipment. All such insurance shall be in form and with companies
satisfactory to Lessor and shall name Lessor as Loss Payee as its interest may appear with
respect to property damage coverage and as additional insured with respect to public liability
coverage. Lessee shall pay the premiums for such insurance and, upon Lessor's request, deliver
to Lessor satisfactory evidence of insurance coverage required under this Agreement. The
proceeds of such insurance payable as a result of loss or damage to any Equipment shall
be applied to satisfy Lessee's obligations defined in Section 9 above.

11. Indemnification. Lessee acknowledges that it has care, custody and management of
the Equipment, and accepts full responsibility for the Equipment and its proper use. Therefore,
Lessee shall defend, indemnify and hold harmless Lessor and its members from and against any
and all liabilities, damages, losses, costs and reasonable attorneys' fees resulting from: (a)
Lessee's breach of this Agreement; (b) the location or condition of the Equipment; and/or (c)
Lessee's possession, operation and/or use of the Equipment. The obligations of Lessee set forth
in this Section 11 shall survive termination or expiration of this Agreement for any reason.

12. Default. If any one of the following events (each an "Event of Default") shall occur,
then to the extent permitted by applicable law, Lessor shall have the right to exercise any one or
more remedies defined in Section 13 below:

(a) Lessee fails to pay any rental payment or other payment under this Agreement when
due;

(b) Lessee fails to perform any of the terms, covenants or conditions of this Agreement
after five days written notice;

(c) Lessee becomes insolvent or makes an assignment for the benefit of creditors;

(d) receiver, trustee, conservator or liquidator of Lessee of all or a substantial part of its
assets is appointed with or without the application or consent of Lessee; or

(e) A petition is filed by or against Lessee under the Bankruptcy Code or any amendment
to the code or under any other insolvency law or laws provided for the relief of
debtors.
13. Remedies.

13.1 If an Event of Default shall occur, Lessor may, at its option, at any time: (a)
declare the entire amount of unpaid rent for the balance of the Term immediately due and payable;
and (b) enter into the premises where the Equipment is located and take possession of and
remove the Equipment, without liability for suit, action or other proceeding, and all rights of Lessee
in the Equipment so removed shall terminate absolutely. Lessee waives notice of hearing with
respect to such retaking. Lessor may, in its sole discretion, use, ship, store, lease, sell or otherwise
dispose of the Equipment so removed.

13.2 Additionally, if an Event of Default shall occur, Lessee shall also be liable for
and shall pay to Lessor: (a) all expenses incurred by Lessor in connection with the enforcement
of any of Lessor's remedies hereunder, including all expenses of repossession, storing, shipping,
repairing and selling the Equipment; (b) Lessor's reasonable attorneys' fees and expenses; and
(c) interest on all sums due to Lessor from the date of default until paid at the rate of 1.5% per
month. Lessor and Lessee acknowledge the difficulty in establishing a value for the unexpired
Lease term and owing to such difficulty agree that the provisions of this section represent an
agreed measure of damages and are not to be interpreted as a forfeiture or penalty.

13.3 All remedies of Lessor under this Agreement are cumulative, are in addition
to any other remedies provided for by law, and may, to the extent permitted by law, be exercised
concurrently or separately. The exercise of any one remedy shall not be deemed to be an election
of such remedy or to preclude the exercise of any other remedy.

14. Assignment. Lessor may, without Lessee's consent, assign or transfer this Agreement
or any interest hereunder, and in such event Lessor's assignee or transferee shall have all of the
rights, powers, privileges and remedies of Lessor under this Agreement. Lessee shall not assign
this Agreement or any interest hereunder nor enter into any sublease with respect to the
Equipment without Lessor's express prior written consent.

15. No Warranties by Lessor. LESSEE ACKNOWLEDGES THAT LESSOR HAS MADE AND MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS
TO THE SUITABILITY, DURABILITY, CONDITION OR QUALITY OF THE EQUIPMENT OR AS TO ANY OTHER MATTER
HEREUNDER WHATSOEVER, AND THAT LESSEE LEASES THE EQUIPMENT FROM LESSOR "AS-IS." WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, LESSOR EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR USE OR PURPOSE WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE.

16. Waiver. Any waiver of the provisions of this Agreement, or rights of either party, must
be in writing to be effective. Failure or delay to enforce any such rights will not be construed as a
waiver and will not affect the validity (in whole or in part) of this Agreement or prejudice such party's
right to take subsequent action.

17. Severability. If any provision in this Agreement is found to be invalid, unlawful or

unenforceable to any extent, the parties will in good faith agree to such amendments that will
preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to
agree on such an amendment, such invalid provision will be severed from the remaining
provisions, which will continue to be valid and enforceable to the fullest extent permitted by
applicable law.

18. Applicable Law. This Agreement will be interpreted and construed in accordance with
the laws of the State of , without regard to its conflict of laws provisions.
Should any dispute arise out of this Agreement or out of the relationship between the parties,
the prevailing party in any such dispute shall be entitled to recover all costs and expenses incurred
including expert witness fees and reasonable attorney's fees. The exclusive venue for any dispute
arising out of this Agreement will be the state and federal courts of
County, and each of the parties irrevocably submits to the jurisdiction of, and venue
in, such courts.

19. Notices. Any and all notices, consents, waivers and other communications to either
party hereto shall be in writing and deemed delivered (a) upon receipt if by hand or overnight
courier and (b) three days after mailing by certified or registered mail, postage prepaid, return
receipt requested at the addresses set forth above, or to such other address for a party as shall
be specified by notice to the other party.

20. Copies. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and the same
agreement. Besides by original signatures, the signatures to this Agreement may be evidenced
by and on facsimile or portable document format ("PDF") copies.

21. Entire Agreement. This Agreement, including the exhibits and schedules attached
hereto, all of which are incorporated herein by this reference, constitutes the entire agreement
between the parties in connection with the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions of the parties,
whether oral or written, and there are no warranties, representations and/or agreements among
the parties in conjunction with the subject matter hereof except as specifically set forth or referred
to herein. This Agreement may only be amended in a writing signed by both parties hereto.

22. Personal Guaranty. guarantee Lessee's performance of its

obligations under this agreement. In the event of default, Lessor may assert claims against any
or all of the guarantors without first asserting a claim against Lessee.

IN WITNESS HEREOF, this Agreement is executed and made effective as of the date
first written above.

Signature: Signature:
Name: Name:
Title: Title:

GUARANTORS:
Schedule A