Assignment/Confirmation of Function Space: The Schedule of Events listed on the first page of this Agreement indicates the space that is tentatively being held for you and will be held on a definite basis upon signing of this Agreement by both parties. You agree to confirm with us the assigned function space before printing any materials listing specific meeting or function locations. If for any reason the function space reserved is not available for your Event, you agree that we may substitute space of appropriate size and comparable quality for your Event.

Supplemental Surcharges : For Group’s information, supplemental surcharges are charges added to Group’s Master Account to pay for costs incurred bytheHotelinconnectionwithadditionalequipment,administration,andstaffingnecessaryfortheEvent.Thesesurchargeswillbesolelyretainedbythe Hotel and are not distributed to hourly or tipped employees. Examples include, but are not limited to, early sets, set-up charges, late end times, resets, refreshes,cleaningandotherservicesthatrequirestaffingabovenormallevelsand/orservicesoutsideofthenormalscopecontractedandpaidproducts andservices.

Banquet Services: In order for Hotel to deliver on Group’s expectations for a successful Event, it is critical for Group to provide timely and complete information to the Hotel. So that the Hotel may make appropriate plans for purchasing and preparing product, as well as properly scheduling staff, the following mandatory timeline relates to final menus and program meal functions:

1)        Given that food and beverage prices fluctuate in accordance with market conditions, menu prices for planned food and beverage functions will beestablishednotearlierthansix(6)monthspriortotheEvent.Atthattime,HotelwillconfirminwritingGroup’smenupricesforcateredfood and beveragefunctions.

2)        In order to confirm meeting room assignments, no later than ninety (90) days prior to the start date of the Event, Hotel requires that Group re- confirm Group’s programmed meetings and catered meal functions with anticipated number of attendees. At that time, Hotel will re-confirm in writing Group’s Schedule of Events. After that date, the Hotel will release any meeting space in Group’s Schedule of Events not assigned to a specific meeting or function for Group, except that Hotel may continue to hold such meeting room(s) if Group either prepays for such meeting room(s)orifGroupadvisesHotelinwritingthatGroupwillguaranteepaymentofsuchmeetingroom(s)totheMasterAccount(butonlyifGroup has established Master Account billing privileges). If Group has not prepaid or guaranteed such meeting rooms (as applicable), Group agrees that the Hotel may offer unused meeting room(s) to othercustomers.

3)        At approximately sixty (60) days prior to the start date of the Event, Hotel will review the number of requests for room assignments that have beenmadebyGroup’sattendeesinordertocompareGroup’sobligationswithGroup’sactuallikelyRoomBlockperformance.Shoulditappear at that time that the actual number of attendees will fall below the attendance Hotel expects based upon Group’s reserved Room Block, the Hotel reserves the right to assign alternate meeting space commensurate with Group’s reduced space needs as indicated by the attendees' requests for room assignments. Hotel will notify Group of any suchchanges.

4)        Thirty (30) days prior to the first day of the Event will be known as the “F&B Cut-Off Date”. No later than the F&B Cut-Off Date, Group must submitthefinalagendawithdetaileddailyroomsetspecifications,finalcateredmenuselectionsandtheupdatedanticipatedattendanceforall scheduled catered food functions. If for any reason Group does not provide all such information by the F&B Cut-Off Date, then the Hotel may assessasupplementalsurchargeequalto$5.00permenuperpersontooffsetextracostsHotelmayincurwhenplacingexpeditedfoodproduct orders to Hotel’ssuppliers.

5)        Upon review of Group’s final menus and Event requirements, Event Orders will be sent by Hotel to Group to confirm all final arrangements and prices, which Event Orders will serve as a part of this Agreement. If Group does not advise Hotel of any changes on the Event Orders by the date requested by Hotel, Group agrees that the Event Orders will be considered accepted by Group as correct and Group will be billed accordingly.

6)        GroupmustsubmittheexpectednumberofattendeesforeachcateredfoodfunctionnolaterthanNoon(localHoteltime),ten(10)business days prior to the first day of the Event. If for any reason Group’s expected number of attendees are not submitted by the due date, Hotel will use the anticipated number of attendees listed in the Event Order as the basis to determine the expected number ofattendees.

7)        Group must inform Hotel of the final guaranteed number of attendees that will attend each of the catered food functions by contacting the Events/Catering Department by email or phone no later than Noon (local Hotel time), three (3) business days prior to the first day of the Event. Guarantees by text message cannot be accepted. Group may either reduce or increase the expected number of attendees whengiving the final guaranteed number of attendees for each scheduled catered food function by up to 10% without incurring any liability to Hotel for additional costs or supplemental surcharges. The final guaranteed numbers cannot be further reduced without liability after thistime.

8)        At the time of informing the Hotel of the final guaranteed number of attendees, if Group reduced the expected number of attendees for a cateredfoodfunctionbymorethan10%,thentheHotelmayaddasupplementalsurchargetotheGroup’sMasterAccountequaltotheactual menupriceperpersonasstatedontheapplicableEventOrder(plustaxesandapplicablegratuityandservice charge)multipliedbythenumber of attendees reduced in excess of10%.

9)        If the final guaranteed number of attendees for a catered food function is increased by more than 10% above the expected number of attendees, then the Hotel may add a supplemental surcharge equal to 10% of the meal cost to the Group’s Master Account to cover costs incurred by the Hotel for rush orders and overtime, and the menu offering may be based on Chef’s Selection and Group agrees to accept such substitutions.Thisalsoappliesifthereareanyincreasestothefinalguaranteednumberofattendeeswithinthree(3)businessdaysbeforethe start of the Event or if Group adds a new catered food function added within three (3) business days before the start of theEvent.

10)     If for any reason the notice of the final guaranteed number of attendees is late, then the expected number of attendees for the applicable catered food function will be used for billing purposes. Further, the menu offering for attendees in excess of the expected number of attendees maybebasedonavailabilityofproductandmaybedifferentfromtheselectedmenu.Groupwillbechargedthefinalguaranteedattendanceor the number of attendees served, whichever is greater. Hotel will only prepare food to the final guaranteed number of attendees, and will not guarantee setting the room for more than 3% above the final guaranteed number ofattendees.

Master Accounts :

Group agrees to the following deposit schedule:

No later than 30 days in advance of arrival, or DATE, Group will either provide Hotel with a valid credit card to which all remaining estimated Master Accountcharges willbechargedonthatdate, orprovidepaymentofallremainingestimatedMasterAccountchargesbycompanycheck,certifiedcheck, wire transfer or creditcard.

Hotel reserves the right to increase the amount of deposits and/or pre-payments should there be a negative change in Group’s financial status, even if credit had previously been approved.

If advance payments or deposits are not paid on a timely basis, the Hotel will have the right, at Hotel’s option, to consider the Agreement cancelled and Hotel will be entitled to cancellation damages as provided in this Agreement.

If Group is paying by alternate credit card, Hotel requests that Group provide Hotel with Group’s credit card information at least 24 hours from Group’s EventsothatHotelmaychargethecreditcardaccountatdeparture.Ifanychargesaredisputed,Groupmustprovideanitemizedlistofdisputedcharges to Hotel so that Hotel may charge the undisputed charges to the credit card account immediately and the remainder will be charged uponresolution.

If payment of all undisputed charges is not received within thirty (30) days after Group’s receipt of the final invoice, a finance charge of 1.5% per month, or the maximum amount allowed by law, whichever is less, will accrue on the unpaid, undisputed amount, commencing on the date of receipt of the final invoice. Group must submit to Hotel an itemized list of any disputed charges within fifteen (15) days of receipt of the final invoice, or else all disputes are waived. If any charges are disputed, all undisputed amounts will be paid within thirty (30) days and the parties agree to work in good faith to resolve the disputed invoiced charges in a timely manner, and Group agree to pay the remainder immediately upon resolution of the dispute.

Guarantee of Anticipated Revenue : If the Event is held, but the Hotel does not realize the Total Anticipated Revenue from your Event, you agree to pay damagestotheHotelforlackofperformance.ThedamagesowedwillbetheamountnecessaryfortheHoteltoreceivenolessthan100%oftheTotalAnticipated Revenue from your Event (exclusive of gratuities, service charges, supplemental surcharges, applicable federal, state or local taxes or any other fees outside of food and beverage product sales). You will be charged based on the Event guarantee that you give us or the Total Anticipated Revenue indicated at the time you signed this Agreement, whichever isgreater.

Cancellation Damages: You guarantee that your Event will provide the Total Anticipated Revenue. You agree and understand that, in the event of a cancellationorlackoffullperformancebyyou,ouractualdamageswouldbedifficulttodetermine.Therefore,youagreethatshouldyoucancelyourEvent foranyreasonotherthanduetoavalidImpossibilityoccurrence,includingchangingyourmeeting/functionsitetoanotherhotel,youwillpayasliquidated damages and not as a penalty, a percentage of the Total Anticipated Revenue for your Event, plus any applicable state and/or local taxes as required by law, calculated asfollows:

The parties agree that the sliding scale of damages above is intended to reflect that the closer in time to the date of Group’s Event that a cancellation occurs, the less likely it is that Hotel will be able to replace any or all of Group’s business with comparable business. Therefore, no analysis of resale or mitigation will be required and damages will be due as set forth below.

Payment of cancellation damages is due at the same time that Group delivers Group’s written notice of cancellation to the Hotel. Hotel will subtract any advance payments and deposits previously paid by Group to Hotel from the amount of cancellation damages owed. Hotel may consider Group’s notice of cancellation to be invalid and thus may not release accommodations held until payment of the applicable cancellation damages is received; therefore delay in payment may result in higher cancellation damages owed.

Impossibility: Neither party shall be responsible for failure to perform this Agreement if unanticipated circumstances beyond their control (including, but not limited to: acts of God; government regulation, including, but not limited to, government regulations prohibiting travel to the city in which the Hotel is located over the Event dates and/or the issuance of a “Level 3 Travel Warning” by the Centers for Disease Control that specifically advises travelers to avoid all non-essential travel to the city in which the Hotel is located and which travel advisory is in effect over the Event dates; terrorist attacks in the city in which Hotel is located; or declared war in the United States) make it illegal or impossible for Hotel to hold the Event. The affected party may terminate this Agreement without liability upon providing written notice to the other party within ten (10) days of the occurrence.

AdditionalCOVID-19TerminationRight :ThepartiesacknowledgeandagreethatasofthetimeofsigningthisAgreement,currentlythereisapandemic taking place involving COVID-19, as announced by the World Health Organization in March 2020. Given that currently there is no reliable information or data available to provide any reasonable expectation as to when the COVID-19 pandemic will likely subside in and around the Hotel’s location (or elsewhere), the parties wish to memorialize the terms of the following additional Group termination rights related solely toCOVID-19:

1.        IfthepartiesmutuallyagreethattheCOVID-19pandemichascontinuedsuchthattherearegovernment(localornational)imposedrestrictions or recommendations on maximum meeting size and such restrictions or recommendations would apply to Group’s Event over the scheduled Event dates,oriftherearerecommendationsortraveladvisoriesissuedbytheCentersforDiseaseControlandPreventionadvisingagainstnon-essential domestic travel within the United States that would materially impact Group’s Event, then the Group may elect to terminate this Agreement upon providing written notice to theHotel.

2.        IfthenoticeofterminationisdeliveredtotheHotelatleast90dayspriortotheeventdate,thentheGroupshallnotowetheHotelanycancellation damages otherwise owed by Group to Hotel if the Event were cancelled by Group for reasons unrelated to COVID-19. Hotel would retain allprepaid advance deposits and apply to rebooked event within 12 months from the date ofcancellation.

3.        Regardless when the cancellation notice is delivered, Group agrees to negotiate promptly and in good faith with the Hotel in an effort torebook the cancelled Event, which must take place within one year of the cancelled Event dates, based on space and rate availability at theHotel.

Indemnification: Group agrees to indemnify, defend and hold harmless the Hotel, Hotel’s owners, managers, partners, subsidiaries, affiliates, officers, directors, employees and agents (collectively, the “Hotel Indemnified Parties”), from and against any and all third party claims, losses or damages to personsorproperty,governmentalchargesorfines,penalties,andcosts(includingreasonableattorney’sfees)(collectively,“Claim(s)”),inanywayarising out of or relating to the Event that is the subject of this Agreement but only to the extent any such Claim(s) arise out of the negligence, gross negligence or intentional misconduct of Group’s employees, agents, contractors, exhibitors, or attendees. Nothing in this indemnification shall require Group to indemnifytheHotelIndemnifiedPartiesforthatportionofanyClaimarisingoutofthenegligence,grossnegligenceorintentionalmisconductoftheHotel IndemnifiedParties.

Hotel agrees to indemnify, defend and hold harmless Group, Group’s owners, managers, partners, subsidiaries, affiliates, officers, directors, employees andagents(collectively,the“GroupIndemnifiedParties”),fromandagainstanyandallClaims(assuchtermisdefinedabove)arisingoutoforrelating totheEventthatisthesubjectofthisAgreementbutonlytotheextentanysuchClaim(s)totheextentanysuchClaim(s)ariseoutofthenegligence,gross negligence or intentional misconduct of Hotel’s employees, agents, or contractors. Nothing in this indemnification shall require Hotel to indemnify any of the Group Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Group IndemnifiedParties.

This section shall not waive any statutory limitations of liability available to either party, including innkeeper’s limitation of liability laws, nor shall it waive any defenses a party may have with respect to any Claim. This section shall survive any termination or expiration of this Agreement.

Insurance: Group agrees to maintain insurance reasonably commensurate with all activities arising from or connected with Group’s Event, including, but notlimitedto,generalliabilityinsurance,withlimitsnotlessthan$2,000,000peroccurrence,coveringpersonal injury,propertydamage,andotherliability arising from Group’s Event. Group further agrees to add Hotel and Hotel’s Owner as additional insureds under all applicable policies for Group’sEvent.

Hotel agrees to maintain general liability insurance with limits not less than $2,000,000 per occurrence, covering liability for personal injury, property damage, liquor liability, and automobile liability, as well as Workers Compensation insurance per applicable laws and Employers Liability insurance.

Upon written request, each party shall make evidence of coverage available to the other party. For hotels that participate in Hilton’s general liability insurance program, proof of Hotel’s insurance coverage is satisfied by Hilton’s Memorandum of Insurance available at: http://www.marsh.com/moi?client=0291. The Hotel can confirm whether the Hotel participates.

Governing Law: The Agreement will be governed by and interpreted pursuant to the laws of the state in which Hotel is located, excluding any laws regarding the choice or conflict of laws.

DisputeResolution:Thepartieswillusetheircommerciallyreasonableeffortstoinformallyandtimelyresolveanydisputeconcerninganymatterrelated tothisAgreementbypresentingthedisputetoseniorrepresentativesofHoteland Groupfortheirdiscussionandpossibleresolutionintheordersetforth herein;provided,however,thatadisputerelatingtopatents,trademarks,tradedress,copyrights,tradesecrets,and/orinfringementofintellectualproperty rights shall not be subject to this provision. All negotiations pursuant to this section are confidential and shall be treated as compromise and settlement negotiationsforpurposesofapplicablerulesofevidence.Ifwithinaperiodofthirty(30)calendardaysaftersubmissionofadisputedmatterinaccordance with this clause, the respective senior representatives are unable to agree upon a resolution of such dispute, then the dispute will be resolved bybinding