FOUR GROWERS, INC. RENTAL AGREEMENT

I. DEFINITIONS 

II. CUSTOMER ORDER FORM 

II.1 Four Growers will provide the Products to Customer specified in one or more Order Forms which may be executed from time to time by Customer and Four Growers. 

II.2 All of the terms of this Agreement will apply to all Products supplied under any Order Form. In the event of any conflict between the terms of this Agreement and the terms of any Order Form, the terms of the Order Form will prevail in connection with the Products specified in such Order Form. 

III. SUPPLY OF PRODUCTS 

III.1 Four Growers will provide the following to Customer for use at the Customer Facility: 

(a) Four Growers Robots for use during the Order Term as specified on the Order Form 

(b) Installation and training on use of Four Growers Robot 

(c) Maintenance services for the Hardware as specified in Section VI.1 below; and 

(d) If specified on the Order Form, on-site maintenance services for the Hardware (only available in the United States, Canada, Netherlands, and Australia). 

IV. FEES AND PAYMENTS 

IV.1 Customer shall pay the fees specified in the Order Form to Four Growers. Invoices will be sent monthly in arrears (unless otherwise specified in the Order Form) and are due on receipt and payable in full within thirty (30) days from date of invoice. Customer will be charged interest on any outstanding balance unpaid after thirty (30) days from the date of invoice at the rate of 1.5% per month or the highest rate permitted by law, whichever is lower, until such outstanding balance is paid. Four Growers may suspend the delivery of any Products if any invoices are past due. 

IV.2 Customer shall also be responsible for paying all taxes applicable with respect to the transactions contemplated by this Agreement, except taxes based on Four Growers’ net income. 

IV.3 Customer assumes the risk that, and shall promptly notify Four Growers in writing if, any Hardware becomes (a) lost or stolen, or (b) damaged or destroyed as a result of Customer’s use or possession of the Hardware outside of the course of normal operation of the Hardware for its Intended Purpose (e.g., intentional, abuse, use for a purpose other than Intended Purpose) (an “Event of Loss”). Customer shall pay to Four Growers, within thirty (30) days after an Event of Loss, an amount equal to the list price of the lost or damaged Hardware as of such date. 

V. TERMS AND CONDITIONS OF RENTAL 

V.1 All Hardware shall be used by Customer only at the Customer Facility unless Four Growers, in its sole discretion, provides written consent to move any Hardware to another Customer facility. 

V.2 Any delivery dates for Hardware provided by Four Growers are only Four Grower’s best estimates. The method of shipment and carrier shall be selected by Four Growers. All risk of loss or damage to the Hardware shall pass to Customer upon delivery to Customer at the Customer Facility. 

V.3 The Hardware shall always remain the property of Four Growers. Customer shall have no right or interest in or to the Hardware except as provided in this Agreement. Customer will, at its own expense, keep the Hardware free and clear from any liens or encumbrances of any kind and will indemnify and hold Four Growers harmless from and against any loss or expense caused by Customer’s failure to do so. Customer will not remove, alter or destroy any labels on the Hardware stating that it is the property of Four Growers and shall allow the inspection of the Hardware at any time. The filing of a financing statement under the Uniform Commercial Code or other applicable law by Four Growers shall not be construed as evidence that any security interest was intended to be created, but only to give public notice of Four Growers’ ownership of the Hardware. 

V.4 So long as Customer is not in default of any of the terms or conditions of this Agreement, Customer may possess and use the Hardware at the Customer Facility. Customer will not alter or modify the Hardware without the prior written approval of Four Growers. Customer will keep the Hardware in good repair, appearance and condition, other than normal wear and tear. Any parts furnished by Four Growers in connection with repair and maintenance 

shall immediately become components of the Hardware and the property of Four Growers. Customer will use due care in use and operation of Hardware and will follow all written instructions for use provided by Four Growers. 

V.5 Four Growers hereby grants to Customer a non-transferable, non-exclusive license to use the software provided by Four Growers (“Software”) in compliance with the restrictions set forth herein and solely for the Order Term. Customer agrees: (a) to use the Software only as part of the Hardware; (b) not to reproduce, modify or attempt to modify the Software; (c) not to attempt to decompile or reverse engineer the Software in any respect. 

V.6 If Customer breaches any of the Software license restrictions specified herein, Four Growers may immediately terminate this Agreement. 

V.7 Customer hereby acknowledges and agrees that Four Growers shall have sole and exclusive ownership of any software programs, configurations, content, logs, files, folders, text documents, images, audio clips and information collected by, generated by, processed or stored within the Hardware (collectively referred to as “Robot Data”). Nothing herein or in the parties’ dealings arising or related to this Agreement will restrict Four Grower’s right to use, profit from, disclose, publish, keep secret, or otherwise utilize Feedback (as defined below) or Hardware Data without compensating or crediting Customer; provided that Four Growers shall anonymize the source of the Robot Data such that Four Growers shall not identify Customer as the source of such Robot Data. Notwithstanding the provisions of Section IX herein but subject to the foregoing, neither Feedback or Robot Data will be considered Customer’s Confidential Information. Customer acknowledges and agrees that the Hardware is not intended for the management or protection of partner, consumer or personally identifiable data or information and Customer shall not upload or transmit same to any Hardware operated by Customer.

VI. MAINTENANCE SERVICES 

VI.1 During the Order Term, except as otherwise provided herein, Four Growers shall provide maintenance services for the Hardware. Maintenance services consist of: (a) Four Growers using reasonable commercial efforts to return malfunctioning Hardware to good working order by either repair or replacement of the Hardware; and (b) updates to the

Software which are made generally available to all customers in the sole discretion of Four Growers. Maintenance services do not cover damages to any Hardware which are the result of: (x) misuse or modification by a party other than Four Growers, or as a result of misinterpretation of or failure to appropriately follow, the instructions provided in any Maintenance Manual provided by Four Growers (as discussed in Section VI.2 below); (y) failure to properly maintain the Hardware in accordance with the written operating instructions provided with the Hardware; and (z) defects which result from acts or omissions caused by persons other than Four Growers or from products, material, or software not provided by Four Growers ((x) through (z) collectively “Excluded Damages”). Customer will be required to pay Four Growers’ standard fees for repair of any Excluded Damages. 

VI.2 In the event Four Growers provides a Maintenance Manual to Customer at the time one or more Four Grower Robots are delivered to Customer, then Customer may allow one or more qualified employees or independent contractors (who shall be subject to the confidentiality provisions set forth herein) to undertake such maintenance and/or repairs of the Four Grower Robot as may be expressly provided for therein. For the avoidance of doubt, the failure of any such individual to adhere strictly to the instructions set forth in such Maintenance Manual shall constitute Excluded Damages as contemplated above. 

VII. DISCLAIMER OF WARRANTIES 

VII.1 Four Growers warrants that the Hardware will be free from defects in materials and workmanship at the time of delivery. Four Growers does not warrant that the Hardware or the Software will operate error free. In the event of a breach of the warranty for the Hardware, Four Growers’ sole and exclusive obligation shall be, at Four Growers’ option, correction of the substantial nonconformity within a reasonable time, or termination of this Agreement and a refund of the fees received by Four Growers during the month prior to the breach. EXCEPT AS OTHERWISE SET FORTH HEREIN, FOUR GROWERS MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE PRODUCTS SUPPLIED BY FOUR GROWERS WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER SIMILAR WARRANTIES.

VIII. LIMITATION OF LIABILITY 

IN NO EVENT SHALL FOUR GROWERS OR ANY OF ITS LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, EVEN IF FOUR GROWERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOUR GROWERS’ TOTAL LIABILITY RELATED TO THIS AGREEMENT AND ALL PRODUCTS AND SERVICES PROVIDED HEREUNDER REGARDLESS OF THE CLAIM, SHALL NOT EXCEED THE AMOUNTS RECEIVED BY FOUR GROWERS FROM CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE CLAIM WHICH GAVE RISE TO SUCH LIABILITY.

IX. CONFIDENTIALITY 

IX.1 “Confidential Information” means any confidential or proprietary information or other confidential information of either party or their customers, licensors or affiliates, including but not limited to information related to research, products, services, developments, inventions, finances, and processes. The party disclosing Confidential Information to the other party shall be referred to as “Disclosing Party” and the party receiving Confidential Information from the other party shall be referred to as “Recipient”. 

IX.2 Confidential Information shall not include any information which: (a) was in the public domain prior to disclosure by Disclosing Party or later enters the public domain other than through breach of this Agreement by Recipient; (b) was known to Recipient prior to disclosure by Disclosing Party; or (c) was lawfully obtained by Recipient from a third party not under an obligation of confidentiality with respect to such information. 

IX.3 Recipient agrees to hold the Confidential Information in confidence and agrees not to use the Confidential Information, or distribute, disclose, or disseminate all or any portion of the Confidential Information, either directly or indirectly, to any third

party without the prior written consent of Disclosing Party, except that Recipient may use the Confidential Information solely for the purposes of this Agreement and disclose the Confidential Information to its employees who have a need to know such information for such purpose and who are bound by an obligation of confidentiality with respect to such Confidential Information, or as required by applicable laws. 

IX.4 Upon the expiration or termination of this Agreement for any reason, Recipient shall return to the Disclosing Party all Confidential Information in Recipient’s possession. 

IX.5 Recipient acknowledges and agrees that any violation or breach of the provisions of this Agreement may cause the Disclosing Party immediate irrevocable harm, and Recipient accordingly agrees that if such violation or breach occurs or is threatened to occur, the Disclosing Party shall be entitled, in addition to other remedies at law, to seek immediate injunctive relief restraining and enjoining Recipient from the unauthorized disposition, disclosure, dissemination and use of Confidential Information. 

X. RETURN OF HARDWARE 

X.1 Customer acknowledges that the Hardware is owned by Four Growers and/or its licensors and Customer does not receive any ownership rights to the Hardware under this Agreement. Upon termination or expiration of the Order Form or this Agreement, Customer will return the Hardware to Four Growers. 

X.2 If Four Growers has not received the returned Hardware within fifteen (15) days of any expiration or termination of this Agreement or Order Form, Customer shall make the Hardware available for repossession. In the event of repossession, Customer expressly waives all rights to possession and all claims for injuries suffered through or loss caused by repossession. Any repossession accomplished hereunder shall not release Customer from liability for damages of Four Growers sustained by reason of Customer’s default hereunder. Customer shall promptly reimburse Four Growers for all of Four Growers’ documented costs and expenses in connection with any such repossession, including, but not limited to, travel, packaging, shipping and labor expenses. 

X.3 Four Growers shall have sole and exclusive 

ownership of all feedback and evaluation from Customer or any other collaboration between Customer and Four Growers (and any improvements, modifications or enhancements to the Hardware based on such feedback, evaluation and collaboration) related to the Products, all oral and written reports or materials regarding the Products, and all intellectual property rights associated 

therewith (collectively “Feedback”). Customer hereby assigns all right, title and interest in and to any such Feedback to Four Growers. In no event will Customer provide Feedback to any third party. 

XI. TERMINATION 

XI.1 This Agreement will commence on the Effective Date and continue until termination of all outstanding Order Terms (“Expiration Date”) unless terminated as set forth below. 

XI.2 This Agreement may be terminated prior to the Expiration Date as follows: (a) for any termination reasons on the Order From (b) by either party upon thirty (30) days written notice to the other party in the event the other party materially breaches this Agreement or the provisions of any Order Form and does not cure such breach within the thirty (30) day notice period; and (c) immediately by Four Growers in the event of breach by Customer of any restrictions regarding use of the Software. Notwithstanding any other provision of this Agreement, Customer’s right to terminate this Agreement and the applicable Order Form does not absolve Customer of any amounts owed to Four Growers under any Order Form, or require Four Growers to refund any amounts previously paid by Customer to Four Growers. 

XI.3 Upon termination of this Agreement for any reason, the following provisions will apply: (a) Customer shall promptly, but not more than 10 days from the effective date of termination, return the Hardware and all other related materials and information to Four Growers; and (b) the provisions of Sections VII, VIII, IX, X, XI, XII, and XIII shall survive termination or expiration of this Agreement for any reason. 

XII. INSURANCE 

Each party will maintain during the term of this Agreement and for one (1) year following termination of this Agreement a general liability policy in an amount of not less than one million ($1,000,000) dollars per occurrence, and a minimum aggregate of one million ($1,000,000) dollars.

XIII. MISCELLANEOUS 

Four Growers, reserves the right to change or modify the Hardware at any time provided that such modifications shall not result in a substantial reduction in functionality. Customer and Four Growers acknowledges that the Hardware is subject to the laws and export regulations of the United States and Customer and Four Growers agrees to comply with all of such laws and regulations. The parties are independent contractors and nothing herein will be deemed to create any other relationship between the parties, including without limitation a partnership or joint venture relationship. This Agreement, including any Exhibits attached hereto, states the entire agreement between Four Growers and Customer regarding the provision of Products and any related services and supersedes all prior written and oral communications relating to the Products and any related services. This Agreement may be amended only by a written agreement executed by Customer and Four Growers. The failure of either party to require performance of any provision hereof shall in no manner affect the right at a later time to enforce such provision. This Agreement shall be construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws provisions. The terms of the U.N. Convention on Contracts for the International Sale of Goods shall not apply. All disputes arising under this Agreement or under any order submitted for Products shall be resolved in a court of competent jurisdiction in Allegheny County, Pennsylvania unless Four Growers, in its sole discretion, brings an action against Customer in another jurisdiction. Customer may not assign Customer’s rights under this Agreement. Four Growers may assign this Agreement, in whole or in part, to a successor by merger, or in connection with a merger of Four Growers, to an acquirer of, or in connection with, the transfer of all of substantially of Four Growers assets, or to any affiliate of Four Growers. This Agreement shall be binding on and inure to the benefit of each party, and their respective successors, permitted assigns, and legal representatives.