1. COAMs. "COAMs" shall mean and refer to the Coin Operated Amusement Machines, which are the subject matter of this Agreement, owned and operated by the Lessor and installed at the Lessee's Location. Such machines shall be skill-based games, as specified by the Lessee, and shall be valued at Twenty-Five Thousand Dollars ($25,000.00) per unit for insurance purposes.
2. Net Proceeds. "Net Proceeds" shall be defined as the gross amount of currency inserted into the COAMs, less any and all redemptions or winnings rewarded to customers. For the avoidance of doubt, Net Proceeds shall not include any deductions for operating expenses, maintenance costs, or any other charges incurred by either party in connection with the operation of the COAMs.
3. Confidential Information. "Confidential Information" shall mean and include, but not be limited to, any and all proprietary information, trade secrets, technical data, know-how, customer lists, financial information, business plans, marketing strategies, and any other non-public information of the Lessor, whether in written, oral, electronic, or any other form, that is disclosed to or obtained by the Lessee in connection with this Agreement. The Lessee acknowledges and agrees that the Lessor has a reasonable, competitive business interest in the Confidential Information and that such Confidential Information is the sole and exclusive property of the Lessor.

1. Initial Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for a period of twelve (12) months thereafter (the "Initial Term"), unless earlier terminated in accordance with the provisions set forth herein.
2. Renewal Terms. Upon expiration of the Initial Term, this Agreement shall automatically renew for two (2) successive twenty-four (24) month periods (each, a "Renewal Term"), unless either party provides written notice of non-renewal to the other party by registered or certified mail, such notice to be postmarked not more than ninety (90) days and not less than sixty (60) days prior to the expiration of the then-current term. The Initial Term and any Renewal Term(s) shall collectively be referred to herein as the "Term."
3. Termination. Notwithstanding the foregoing, the Lessor shall have the unilateral right to terminate this Agreement at any time during the Term, with or without cause, upon providing thirty (30) days' written notice to the Lessee. In the event of such termination by the Lessor, the Lessee shall immediately cease all use of the COAMs and shall grant the Lessor unfettered access to the Location for the purpose of removing the COAMs. The Lessee shall have no right to terminate this Agreement prior to the expiration of the Term, except in the case of a material breach by the Lessor that remains uncured for a period of thirty (30) days following written notice thereof from the Lessee. In the event of any termination or expiration of this Agreement, the Lessee shall be obligated to pay all amounts due and owing to the Lessor through the effective date of termination or expiration, and shall further be bound by the post-termination obligations set forth in Sections 8, 9, and 10 of this Agreement, which shall survive any such termination or expiration.

1. Installation of COAMs. Lessor shall, at its sole discretion and expense, install the Coin Operated Amusement Machines (hereinafter "COAMs") at the Location designated by Lessee. Lessee hereby covenants and agrees to provide adequate and appropriate space for the placement of the COAMs, including, but not limited to, sufficient electrical outlets and internet-Wi-Fi access. The placement of the COAMs shall be in strict compliance with all applicable Federal, State, and Local laws, ordinances, and regulations. Lessee further warrants and represents that the COAMs shall be placed in an area readily accessible to its customers. Lessee shall not, under any circumstances, relocate, remove, or tamper with the COAMs without the express written consent of Lessor.
2. Maintenance Responsibilities. Notwithstanding any provision herein to the contrary, Lessee shall be solely responsible for the maintenance and upkeep of the COAMs. Lessee hereby covenants and agrees to maintain the COAMs in good working order and condition at all times during the Term of this Agreement. Lessee shall, at its own cost and expense, perform all necessary cleaning, minor repairs, and routine maintenance of the COAMs. Lessee further agrees to immediately notify Lessor of any malfunction, damage, or need for repair of any of the COAMs placed at the Location. Lessor shall have the right, but not the obligation, to inspect the COAMs at any time during normal business hours to ensure compliance with the maintenance obligations set forth herein.
3. Damage and Repairs. In the event of any damage to the COAMs, whether due to Lessee's negligence, misconduct, or otherwise, Lessee shall be solely responsible for all costs associated with the repair or replacement of such COAMs. Lessee hereby acknowledges and agrees that each COAM has a value of Twenty-Five Thousand Dollars ($25,000.00) per unit. In the event that Lessee's insurance coverage does not fully compensate Lessor for any damage to the COAMs, or in the event that Lessee fails to add the COAMs to its insurance policy as required hereunder, Lessee shall be solely liable for any and all damages to the COAMs. Lessee further covenants and agrees that the COAMs shall remain operational at all times during the Term of this Agreement. In the event that the COAMs are turned off or rendered non-operational without the express written consent of Lessor, Lessee shall be subject to a penalty of Ten Thousand Dollars ($10,000.00) per occurrence, which sum shall be immediately due and payable to Lessor. Lessor reserves the right to terminate this Agreement and remove the COAMs from the Location in the event of repeated violations of this provision.

1. Exclusivity Clause. Lessee hereby covenants and agrees that this Agreement shall be exclusive in nature, and that Lessee shall not, during the Term of this Agreement and any Renewal Period thereof, purchase, rent, install, permit to be installed, or allow to be used in the Location, any coin operated amusement machines, skill-based games, or similar equipment (collectively, "Competing Equipment") from any entity other than the Lessor. Lessee acknowledges and agrees that this exclusivity provision is a material term of this Agreement and that any breach thereof shall constitute a material breach of this Agreement.
2. Prohibited Equipment. For the avoidance of doubt, Competing Equipment shall include, but not be limited to, any and all coin operated amusement machines, skill-based games, video game consoles, arcade machines, pinball machines, electronic dart boards, jukeboxes, or any other electronic or mechanical devices designed for entertainment purposes that may compete with or diminish the use of the COAMs provided by the Lessor. Lessee further agrees that it shall not, under any circumstances, operate or permit the operation of any Competing Equipment in the Location, regardless of whether such equipment is owned, leased, or otherwise obtained by Lessee or any third party. In the event that any Competing Equipment is found to be present in the Location, Lessee shall immediately remove such equipment and notify the Lessor of the occurrence. Failure to comply with this provision shall be deemed a material breach of this Agreement, entitling the Lessor to all remedies available under this Agreement and applicable law.

1. Compensation Structure. The rent/compensation under this Agreement shall be as follows: (b) The Lessor shall receive thirty percent (30%) of Net Proceeds derived from the playing of the COAMs; and the Lessee shall receive seventy percent (70%) of the Net Proceeds derived from the playing of the COAMs.
2. Payment Terms. (a) The Lessee shall remit to the Lessor its share of the Net Proceeds on a monthly basis, no later than Tuesday of each week for the preceding week's operations.
   • All payments shall be made by electronic funds transfer to an account designated by the Lessor in writing.
   • The Lessee shall provide a detailed accounting of all Net Proceeds, including gross receipts and redemptions, with each payment.
   • The Lessor reserves the right to audit the Lessee's records pertaining to the COAMs at any time during normal business hours upon reasonable notice.
3. Financial Obligations.
   • The Lessee hereby grants the Lessor a lien on all of its assets including, but not limited to, equipment, inventory, merchandise, and accounts receivables for all financial obligations it has under this Agreement.
   • The Lessor is hereby authorized to make any filing reflecting its lien including, but not limited to, a UCC Financing Statement commonly referred to as a UCC-1 Statement.

1. Grant of Lien. Lessee hereby grants to Lessor a continuing security interest in and lien upon all of Lessee's assets, including but not limited to all equipment, inventory, merchandise, accounts receivable, and any other tangible or intangible property now owned or hereafter acquired by Lessee (collectively, the "Collateral"). This security interest and lien shall secure all financial obligations of Lessee under this Agreement, including but not limited to any unpaid rent, damages, or other sums due to Lessor. Lessee acknowledges and agrees that Lessor has a valid, perfected, and first-priority security interest in the Collateral. Lessee further covenants and agrees that it shall not sell, transfer, lease, assign, or otherwise dispose of any Collateral without the prior written consent of Lessor. In the event of any unauthorized disposition of Collateral, the security interest granted herein shall continue in the proceeds of such disposition. Lessee shall maintain the Collateral in good condition and repair, ordinary wear and tear excepted, and shall not permit any waste or destruction of the Collateral. Lessor shall have all rights and remedies of a secured party under the Uniform Commercial Code as adopted in the State of Georgia, including but not limited to the right to enter upon Lessee's premises to repossess the Collateral without judicial process in the event of Lessee's default under this Agreement. Lessee hereby waives any and all rights to notice and hearing prior to Lessor's repossession of the Collateral upon default.
2. UCC Filings. Lessee hereby authorizes Lessor to file any and all financing statements, continuation statements, amendments, and other documents and instruments as Lessor may deem necessary or advisable to perfect, continue, or maintain its security interest in the Collateral. Such filings may include, without limitation, UCC-1 Financing Statements and any amendments or continuations thereof. Lessee agrees to cooperate fully with Lessor in the preparation and filing of any such documents and shall promptly execute any and all further instruments and documents that Lessor may request to more fully evidence or perfect the security interest granted herein. Lessee shall pay all costs and expenses associated with the filing and recording of any financing statements or other documents necessary to perfect Lessor's security interest. In the event that Lessor determines, in its sole discretion, that any filing or recording is necessary to protect or enforce its rights under this Agreement, Lessee hereby appoints Lessor as its attorney-in-fact to execute and file any such documents on Lessee's behalf. This power of attorney is coupled with an interest and shall be irrevocable until all obligations under this Agreement have been fully satisfied. Lessee further agrees to provide Lessor with written notice of any change in Lessee's name, identity, corporate structure, or principal place of business at least thirty (30) days prior to such change. Lessee acknowledges that any such change may require the filing of new financing statements or amendments to existing financing statements and agrees to cooperate fully with Lessor in effecting any such filings.

1. Disclosure of Information. Lessor may, in its sole discretion, disclose to Lessee certain Confidential Information. Lessee hereby acknowledges and agrees that Lessor has a reasonable, competitive business interest in the Confidential Information and that the Confidential Information is the sole and exclusive property of Lessor. For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public information, including, without limitation, trade secrets, proprietary data, financial information, business plans, customer lists, marketing strategies, and any other information of a confidential or proprietary nature, whether in written, oral, electronic, or other form, which is disclosed by Lessor to Lessee or to which Lessee gains access in connection with this Agreement.
2. Protection of Confidential Information. Lessee covenants and agrees that it shall: (a) hold and maintain the Confidential Information in strictest confidence; (b) not use the Confidential Information for any purpose whatsoever other than as expressly permitted by this Agreement; (c) not disclose, divulge, or otherwise communicate any Confidential Information to any third party without the prior written consent of Lessor; (d) limit access to the Confidential Information to those of its employees, agents, and representatives who have a bona fide need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those contained herein; (e) immediately notify Lessor in writing of any unauthorized use or disclosure of the Confidential Information of which Lessee becomes aware; (f) take all necessary precautions to protect the confidentiality of the Confidential Information using, at a minimum, the same degree of care that Lessee uses to protect its own confidential information of a similar nature, but in no case less than reasonable care; (g) not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects which embody the Confidential Information; (h) reproduce Lessor's proprietary rights notices on any copies of Confidential Information in the same manner in which such notices were set forth in or on the original; and (i) indemnify and hold Lessor harmless from and against any and all damages, liabilities, costs, expenses, claims, and losses arising out of or resulting from any unauthorized use or disclosure of the Confidential Information by Lessee or its representatives. The obligations set forth in this Section 7 shall survive the termination or expiration of this Agreement for a period of five (5) years thereafter, or in the case of trade secrets, for so long as such information remains a trade secret under applicable law, whichever is longer. Notwithstanding the foregoing, Lessee shall not be in breach of this Section 7 with respect to the disclosure of Confidential Information that is required to be disclosed by operation of law, court order, or government regulation, provided that Lessee gives Lessor prompt written notice of such required disclosure and reasonably cooperates with Lessor, at Lessor's expense, in any efforts to prevent or limit the scope of such disclosure. In the event of any breach or threatened breach of this Section 7, Lessee acknowledges that Lessor will suffer irreparable harm and that monetary damages may be inadequate to compensate Lessor for such breach. Accordingly, Lessee agrees that, in addition to any other remedies available at law or in equity, Lessor shall be entitled to seek injunctive relief to enforce the terms of this Section 7, without the necessity of proving actual damages or posting any bond or other security.

1. Non-Competition Clause. During the Term of this Agreement and for a period of twenty-four (24) months immediately following the termination or expiration thereof (the "Restricted Period"), Lessee shall not, directly or indirectly, engage in, own, operate, manage, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation, or control of any business that competes with the Lessor's business of providing, operating, or maintaining coin-operated amusement machines ("COAMs") within a fifty (50) mile radius of the Location or any other location where Lessor operates COAMs (the "Restricted Territory"). Lessee acknowledges and agrees that this restriction is reasonable and necessary to protect the legitimate business interests of the Lessor. In the event that Lessee breaches this non-competition provision, Lessee shall pay to Lessor, as liquidated damages and not as a penalty, the sum of Ten Thousand Dollars ($10,000) per month for each month, or portion thereof, during which such breach continues. Lessee acknowledges that the harm caused by a breach of this provision would be difficult to quantify and that this liquidated damages provision represents a reasonable estimate of the damages that would be incurred by Lessor. Notwithstanding the foregoing, nothing herein shall prohibit Lessee from owning up to one percent (1%) of the outstanding stock of any publicly held corporation engaged in a business that competes with Lessor, provided that Lessee has no active participation in the business of such corporation.
2. Non-Solicitation of Employees. During the Term of this Agreement and for a period of twenty-four (24) months immediately following the termination or expiration thereof, Lessee shall not, directly or indirectly, solicit, hire, retain, or attempt to solicit, hire, or retain any employee, agent, manager, salesperson, technician, or service representative of the Lessor, or in any way interfere with the relationship between the Lessor and any of its employees, agents, managers, salespersons, technicians, or service representatives. In the event that Lessee breaches this non-solicitation provision, Lessee shall pay to Lessor, as liquidated damages and not as a penalty, the sum of Twenty-Five Thousand Dollars ($25,000) for each employee, agent, manager, salesperson, technician, or service representative who is solicited, hired, or retained in violation of this provision. Lessee acknowledges that the harm caused by a breach of this provision would be difficult to quantify and that this liquidated damages provision represents a reasonable estimate of the damages that would be incurred by Lessor. Lessee acknowledges and agrees that the restrictions contained in this Section 8 are reasonable in scope and duration and are necessary to protect the Lessor's legitimate business interests, including but not limited to its confidential information, customer relationships, and goodwill. Lessee further acknowledges that any breach of these provisions would cause irreparable harm to Lessor, and that in the event of such breach, Lessor shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, without the necessity of posting a bond or proving actual damages. The covenants contained in this Section 8 shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action of Lessee against Lessor, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Lessor of these covenants. In the event that any provision of this Section 8 is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be modified to the extent necessary to render it valid and enforceable, or if such modification is not possible, it shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

1. Insurance Coverage. The Lessee shall, at its sole cost and expense, procure and maintain in full force and effect throughout the Term of this Agreement, a comprehensive general liability insurance policy with coverage limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate. Said policy shall name the Lessor as an additional insured and shall provide coverage for any and all claims, damages, liabilities, or losses arising out of or in connection with the operation, use, or presence of the COAMs at the Location. Furthermore, the Lessee shall obtain and maintain property insurance coverage for each COAM leased from the Lessor, with each machine to be insured for its full replacement value of Twenty-Five Thousand Dollars ($25,000) per unit. The Lessee shall provide the Lessor with a certificate of insurance evidencing such coverage within ten (10) days of the Effective Date of this Agreement and upon each renewal of said insurance policy. If insurance coverage has any lapse or coverage was never added within 30 days then there will be a penalty of five thousand dollars per machine assessed to the Lessee.
2. Lessee's Responsibilities. The Lessee hereby acknowledges and agrees that it shall be solely responsible for any and all damages, losses, or claims related to the COAMs that are not covered by the aforementioned insurance policies, including but not limited to any deductibles, co-payments, or exclusions. In the event that the Lessee fails to procure or maintain the required insurance coverage as set forth herein, or in the event that the Lessee's insurance policy does not cover a particular claim or loss, the Lessee shall be solely and fully liable for any and all costs, expenses, damages, or liabilities arising therefrom. The Lessee further agrees to indemnify, defend, and hold harmless the Lessor from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Lessee's failure to maintain adequate insurance coverage as required by this Agreement. In the event that the Lessee fails to add the COAMs to its insurance policy as required hereunder, the Lessee shall be deemed to be in material breach of this Agreement, and the Lessor shall have the right, in addition to any other remedies available at law or in equity, to terminate this Agreement immediately upon written notice to the Lessee and to recover from the Lessee any and all costs, expenses, or damages incurred by the Lessor as a result of such breach. The Lessee's obligations under this Section 9 shall survive the termination or expiration of this Agreement.

1. Indemnification by Lessee. Lessee hereby agrees to indemnify, defend, and hold harmless Lessor, its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Lessor Indemnified Parties") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses"), arising out of or resulting from:
   1. any breach or non-fulfillment of any representation, warranty, covenant, or agreement made by Lessee in this Agreement;
   2. any negligent or more culpable act or omission of Lessee or any of its employees, agents, or representatives in connection with the performance of its obligations under this Agreement;
   3. any bodily injury, death of any person, or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Lessee or any of its employees, agents, or representatives;
   4. any failure by Lessee to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement;
   5. any claim or action by a third party arising out of or relating to the COAMs or their use at the Location, including but not limited to claims of personal injury, property damage, or violation of any laws or regulations;
   6. any failure by Lessee to properly maintain, secure, or operate the COAMs in accordance with the terms of this Agreement and any applicable laws or regulations;
   7. any claim or action arising from Lessee's failure to obtain or maintain adequate insurance coverage for the COAMs as required under this Agreement;
   8. any claim or action arising from Lessee's failure to properly report or remit any taxes, fees, or other charges related to the operation of the COAMs;
   9. any claim or action arising from Lessee's unauthorized modification, alteration, or tampering with the COAMs;
   10. any claim or action arising from Lessee's failure to provide a safe and suitable environment for the COAMs and their users;
   11. any claim or action arising from Lessee's violation of the exclusivity provisions of this Agreement;
   12. any claim or action arising from Lessee's breach of the confidentiality provisions of this Agreement;
   13. any claim or action arising from Lessee's violation of the non-competition or non-solicitation provisions of this Agreement; and
   14. any claim or action arising from Lessee's failure to comply with any other term, condition, or obligation set forth in this Agreement.
   Lessee's indemnification obligations under this Section 10.1 shall survive the expiration or termination of this Agreement for any reason.
2. Indemnification by Lessor. Lessor shall indemnify, defend, and hold harmless Lessee and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, "Lessee Indemnified Parties") from and against any and all Losses arising out of or resulting from:
   1. any material breach or non-fulfillment of any representation, warranty, covenant, or agreement made by Lessor in this Agreement;
   2. any grossly negligent or willful misconduct of Lessor or any of its employees, agents, or representatives in connection with the performance of its obligations under this Agreement; and
   3. any bodily injury, death of any person, or damage to real or tangible personal property caused by the grossly negligent or willful misconduct of Lessor or any of its employees, agents, or representatives.
   Notwithstanding the foregoing, Lessor's indemnification obligations under this Section 10.2 shall be limited to Losses directly caused by Lessor's actions or omissions and shall not extend to any Losses arising out of or resulting from Lessee's negligence, willful misconduct, or breach of this Agreement. Lessor's total liability under this Section 10.2 shall not exceed the total amount of fees paid by Lessee to Lessor under this Agreement during the twelve (12) months immediately preceding the event giving rise to the indemnification claim. Lessor's indemnification obligations under this Section 10.2 shall survive the expiration or termination of this Agreement for a period of one (1) year.

1. Events of Default. The occurrence of any of the following events shall constitute an event of default (hereinafter "Event of Default") under this Agreement:
   • (a) Failure by the Lessee to make any payment of rent or any other sum due hereunder within five (5) days after the due date thereof;
   • (b) Failure by the Lessee to observe or perform any other covenant, agreement, or obligation hereunder for a period of ten (10) days after written notice specifying such failure and requesting that it be remedied is given to the Lessee by the Lessor;
   • (c) The filing by or against the Lessee of a petition in bankruptcy or for reorganization or for an arrangement pursuant to any present or future federal or state bankruptcy law or under any similar federal or state law;
   • (d) The adjudication of the Lessee as bankrupt or insolvent, or the entry of an order for relief by any court of competent jurisdiction with respect to the Lessee under the Federal Bankruptcy Code, as amended from time to time;
   • (e) The making by the Lessee of a general assignment for the benefit of creditors;
   • (f) The appointment of a receiver, trustee, or similar official for the Lessee or for any of the Lessee's property;
   • (g) The Lessee's failure to maintain insurance coverage for the COAMs as required under Section 9 of this Agreement;
   • (h) Any attempt by the Lessee to remove, sell, transfer, encumber, part with possession, or sublet the COAMs or any part thereof;
   • (i) The Lessee's violation of the exclusivity clause set forth in Section 4 of this Agreement;
   • (j) The Lessee's failure to keep the COAMs operational during the Term of this Agreement, except as otherwise permitted in writing by the Lessor;
   • (k) Any breach by the Lessee of the non-competition or non-solicitation provisions set forth in Section 8 of this Agreement.
2. Remedies for Default. Upon the occurrence of any Event of Default, the Lessor may, at its option, exercise any one or more of the following remedies, which shall be cumulative and not alternative:
   • (a) Declare the entire balance of rent for the remainder of the Term immediately due and payable, which amount shall bear interest at the maximum rate permitted by applicable law from the date of the Lessor's demand until paid;
   • (b) Terminate this Agreement and the Lessee's right to possession of the COAMs, whereupon the Lessee shall immediately surrender the COAMs to the Lessor;
   • (c) Enter upon the Location and take immediate possession of the COAMs, including any and all proceeds therefrom;
   • (d) Sell, dispose of, hold, use, or lease the COAMs as the Lessor in its sole discretion may decide, without any duty to account to the Lessee for such action or for any proceeds thereof;
   • (e) Pursue any other remedy now or hereafter available to the Lessor under the laws or judicial decisions of the state wherein the Location is situated;
   • (f) Recover from the Lessee all costs and expenses incurred by the Lessor in exercising any of its rights or remedies hereunder, including reasonable attorneys' fees and court costs;
   • (g) Impose and collect from the Lessee a fee of Ten Thousand Dollars ($10,000) per month for any period during which the COAMs are not operational, unless such non-operation has been expressly authorized in writing by the Lessor;
   • (h) Enforce the lien granted to the Lessor under Section 6 of this Agreement on all of the Lessee's assets, including but not limited to equipment, inventory, merchandise, and accounts receivable;
   • (i) Seek specific performance of the Lessee's obligations hereunder;
   • (j) Pursue any and all remedies available under the Uniform Commercial Code as enacted in the state of Georgia;
   • (k) Withhold any payments due to the Lessee under the revenue sharing arrangement set forth in Section 5 of this Agreement;
   • (l) Require the Lessee to pay for any damages to the COAMs resulting from the Lessee's default or failure to comply with the terms of this Agreement;
   • (m) Enforce the indemnification provisions set forth in Section 10 of this Agreement;
   • (n) Require the Lessee to immediately return all Confidential Information provided by the Lessor pursuant to Section 7 of this Agreement;
   • (o) Seek injunctive relief to prevent any further breach of this Agreement by the Lessee.

The Lessee hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of the Lessee being evicted or dispossessed for any cause, or in the event of the Lessor obtaining possession of the COAMs by reason of the violation by the Lessee of any of the covenants and conditions of this Agreement or otherwise. Furthermore, the Lessee hereby expressly waives any and all rights to claim or assert that any action taken by the Lessor pursuant to this Section 11.2 constitutes a breach of the peace.

No right or remedy herein conferred upon or reserved to the Lessor is intended to be exclusive of any other right or remedy, and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute. The failure of the Lessor to insist upon strict performance of any of the covenants and agreements of this Agreement or to exercise any option herein conferred in any one or more instances shall not be construed as a waiver or relinquishment for the future of any such covenants, agreements, or options, but the same shall remain in full force and effect.

1. Arbitration Agreement. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The place of arbitration shall be Fulton County, Atlanta, Georgia. The arbitration shall be conducted by a single arbitrator selected in accordance with the aforementioned rules. The arbitrator shall have the authority to grant any remedy or relief that would be available in court, including, without limitation, injunctive relief, specific performance, and monetary damages. The award rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered thereon in any court having jurisdiction thereof.
2. Governing Rules. The arbitration proceedings shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, to the exclusion of any state laws inconsistent therewith. The arbitrator shall apply the substantive law of the State of Georgia, without regard to its conflict of laws principles. The arbitrator shall not have the power to award punitive or exemplary damages, or any damages excluded by, or in excess of, any damage limitations expressed in this Agreement. The arbitrator shall issue a reasoned award in writing, setting forth the essential findings and conclusions upon which the award is based. The parties agree to maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Notwithstanding the foregoing, the Lessor shall have the right to seek injunctive relief or other provisional remedies in a court of competent jurisdiction to protect its rights under this Agreement, including but not limited to the protection of Confidential Information, intellectual property rights, and enforcement of the non-competition and non-solicitation provisions herein. The Lessee hereby irrevocably waives any objection to such jurisdiction and venue on the grounds of personal jurisdiction, forum non conveniens, or otherwise.

1. Applicable Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of Fulton County, Atlanta, GA, without giving effect to any choice or conflict of law provision or rule (whether of Fulton County, Atlanta, GA or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of Fulton County, Atlanta, GA. The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.
2. Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Georgia in each case located in Fulton County, Atlanta, GA, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, the Lessor shall have the right to institute legal proceedings in any jurisdiction as may be necessary to obtain injunctive relief or other equitable remedies to protect its rights under this Agreement.

1. Notice Requirements. Any and all notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when
   1. delivered by hand (with written confirmation of receipt);
   2. sent by facsimile or electronic mail (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, within twenty-four (24) hours of dispatch; or
   3. when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and facsimile numbers set forth below (or to such other addresses and facsimile numbers as a party may designate by notice to the other party):
2. Contact Information. To the Lessor: Ariel Amusement Gaming, LLC
   c/o Michael G. Lambros, Esq.
   3536 Habersham at Northlake
   Tucker, Georgia 30084
   Email: mlambros@thelambrosfirm.com
   The Lessee shall promptly notify the Lessor in writing of any change in the Lessee's address, telephone number, or email address. Failure of the Lessee to provide such notification shall not absolve the Lessee of any obligations under this Agreement, including but not limited to the receipt of notices. The Lessor reserves the right to modify its contact information upon written notice to the Lessee in accordance with this section. The Lessee acknowledges and agrees that any notice sent to the last known address or email address of the Lessee shall be deemed received and effective for all purposes under this Agreement.

1. Entire Agreement. This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. No representations, warranties, covenants, agreements or prior discussions, oral or otherwise, between the parties that are not expressly contained herein shall be of any force or effect.
2. Amendments. This Agreement may not be amended, modified, altered, supplemented or changed in any manner whatsoever except by a written instrument duly executed by authorized representatives of both parties. The Lessor reserves the right, in its sole and absolute discretion, to make any amendments to this Agreement that it deems necessary or appropriate, and the Lessee hereby agrees to be bound by any such amendments upon receipt of written notice thereof from the Lessor.
3. Assignment. The Lessor shall have the absolute and unconditional right to transfer, assign, or delegate any or all of its rights, obligations, or duties under this Agreement to any third party, without the prior consent of the Lessee. The Lessee, however, shall not have the right to transfer, assign, or delegate any of its rights, obligations, or duties under this Agreement, in whole or in part, without the prior written consent of the Lessor, which consent may be withheld in the Lessor's sole and absolute discretion. Any attempted assignment, transfer, or delegation by the Lessee in violation of this provision shall be null and void ab initio and of no force or effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

1. Representations by Lessee. Lessee hereby represents and warrants to Lessor as follows:
   1. Lessee is a duly organized and validly existing entity under the laws of the jurisdiction of its formation, with full power and authority to enter into this Agreement and to perform its obligations hereunder.
   2. The execution, delivery, and performance of this Agreement by Lessee have been duly authorized by all necessary corporate action on the part of Lessee, and this Agreement constitutes the valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms.
   3. Lessee is the sole owner or lessee of the Location and has the right to enter into this Agreement and to grant Lessor the rights set forth herein.
   4. Lessee has obtained all necessary licenses, permits, and approvals required for the operation of its business at the Location, including any licenses or permits required for the installation and operation of COAMs.
   5. Lessee is not a party to any agreement or subject to any restriction that would prohibit or restrict its ability to enter into and perform its obligations under this Agreement.
   6. Lessee has not made any false or misleading statements to Lessor in connection with the negotiation or execution of this Agreement.
   7. Lessee acknowledges that it has read and understands the terms of this Agreement and has had the opportunity to seek independent legal counsel prior to execution.
   8. Lessee warrants that it shall comply with all applicable federal, state, and local laws, rules, and regulations in the performance of its obligations under this Agreement.
   9. Lessee represents that it has the financial capacity to fulfill its obligations under this Agreement, including but not limited to the payment of any fees, penalties, or damages that may become due.
   10. Lessee warrants that it shall maintain the Location in a manner conducive to the successful operation of the COAMs, including providing adequate security measures to protect the COAMs from theft, vandalism, or unauthorized use.
   11. Lessee represents that it has not filed for bankruptcy protection and is not insolvent or unable to pay its debts as they become due.
   12. Lessee warrants that it shall promptly notify Lessor of any material changes in its business operations, ownership, or financial condition that may affect its ability to perform under this Agreement.
2. Representations by Lessor. Lessor hereby represents and warrants to Lessee as follows:
   1. Lessor is a duly organized and validly existing entity under the laws of the jurisdiction of its formation, with full power and authority to enter into this Agreement and to perform its obligations hereunder.
   2. The execution, delivery, and performance of this Agreement by Lessor have been duly authorized by all necessary corporate action on the part of Lessor, and this Agreement constitutes the valid and binding obligation of Lessor, enforceable against Lessor in accordance with its terms.
   3. Lessor has obtained all necessary licenses, permits, and approvals required for the operation of its business and the provision of COAMs under this Agreement.
   4. Lessor represents that the COAMs to be installed at the Location are in good working condition and comply with all applicable laws, regulations, and industry standards.
   5. Lessor warrants that it has the right to lease the COAMs to Lessee and that such lease does not violate any third-party rights or agreements.
   6. Lessor represents that it has not made any false or misleading statements to Lessee in connection with the negotiation or execution of this Agreement.
   7. Lessor acknowledges that it has read and understands the terms of this Agreement and has had the opportunity to seek independent legal counsel prior to execution.
   8. Lessor warrants that it shall comply with all applicable federal, state, and local laws, rules, and regulations in the performance of its obligations under this Agreement.
   9. Lessor represents that it has the financial capacity and technical expertise to fulfill its obligations under this Agreement, including but not limited to the installation, maintenance, and servicing of the COAMs.
   10. Lessor warrants that it shall provide Lessee with all necessary training and support for the operation of the COAMs as required by applicable laws and regulations.
   11. Lessor represents that it has not filed for bankruptcy protection and is not insolvent or unable to pay its debts as they become due.
   12. Lessor warrants that it shall promptly notify Lessee of any material changes in its business operations, ownership, or financial condition that may affect its ability to perform under this Agreement.

The representations and warranties set forth in this Section 16 shall survive the execution and delivery of this Agreement and shall remain in full force and effect throughout the Term and any Renewal Periods of this Agreement. Each party acknowledges that the other party is entering into this Agreement in reliance upon these representations and warranties.