Sales Referral Agreement

This Sales Referral Agreement (“Agreement”) is made effective as of February 28, 2024, by and between Michael Feldman, Tomer Vardi, and Alexander Tron, hereinafter referred to as “Owner,” and Mark Shays and Jocob Lill, hereinafter referred to as “Referrer”.

WHEREAS,

• Owner is the legal owner and has the right to sell the Envision Festival (“Asset”);
• Referrer desires to introduce Owner to potential buyers (“Buyer(s)”) for the Asset in exchange for a referral fee;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. Introduction of Buyers

Referrer shall introduce potential Buyers to Owner through written communication, this includes email, text message, whatapp and telegram.

2. Referral Fee

• For a total valuation of $11M or more, the referral fee paid to Referrer shall be 4% of the total sale price.
• For a total valuation less than 10m, the referral fee shall be 3% of the total sale price.

The total sale price shall be determined by the final sale agreement between Owner and Buyer, verified by both parties. Referral fee percentages are exclusive of taxes, and no additional expenses shall be deducted before calculating the referral fee.

3. Exclusive Rights

Owner agrees not to enter into any agreements or negotiations directly with Buyers introduced by Referrer without involving Referrer. Any sale of any Asset to a Buyer introduced by Referrer within 36 months after the termination of this Agreement shall be subject to the agreed referral fees. This exclusivity does not apply to Buyers independently approached by Owner without any Referrer’s involvement, provided such claims are substantiated with clear evidence.

4. Payment of Referral Fee

The referral fee shall be due and payable to Referrer within 30 days of the closing of the sale of the Asset. Owner must submit an invoice detailing the sale and the calculated fee. Late payments shall accrue interest at a rate of 1.5% per month until paid in full.

5. Confidentiality

Both parties agree to maintain the confidentiality of the Agreement terms and any exchanged information during the Agreement’s duration, except as required by law or for the information already in the public domain.

6. Term and Termination

This Agreement is effective from the date above and continues until terminated by either party with 60 days written notice. Upon termination, all ongoing obligations cease except for those expressly stated to survive termination.

7. Governing Law

This Agreement is governed by the laws of Denver, Colorado, without regard to its conflict of laws principles.

8. Dispute Resolution

Any disputes under this Agreement shall be resolved through arbitration according to the American Arbitration Association’s rules in Denver, Colorado. Prior to arbitration, parties agree to attempt mediation to resolve disputes amicably.

Miscellaneous Provisions

• Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
• Notices: All notices under this Agreement must be in writing and sent to the address specified above or via email, deemed received on the date of mailing or email transmission.
• Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
• Severability: If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. The parties agree that the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be deemed severed from this Agreement, and the remainder of the Agreement shall continue in full force and effect as if such invalid, illegal, or unenforceable provision had never been included.
• Signatory Authority: Each person signing this Agreement warrants that they have the authority to do so and to bind their respective party to the terms of this Agreement.
• Acknowledgement of Understanding: Both parties acknowledge that they have read, understood, and agreed to the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.