FILED: NEW YORK COUNTY CLERK 09/22/ :05 AM INDEX NO /2016 NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 09/22/2016

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1 FILED: NEW YORK COUNTY CLERK 09/22/ :05 AM INDEX NO /2016 NYSCEF DOC. NO. 20 RECEIVED NYSCEF: 09/22/2016 CONTRACT This Contract ("Contract") is made effective as of September 8th, 2016, by and between Parkmatic Car Parking Systems, LLC ("Seller"), located at th Street, College Point, NY, and Edison Properties LLC ("Buyer"), located at 100 Washington Street, Newark, NJ HEMS RENTED. Seller agrees to supply and install, and Buyer auees to rent with an option to purchase at the end of 12 month term, the following products ("Goods") in accordance with the terms and conditions of this Contract: As per attached invoice # Description: Parkmatic Rotary Carousel Parking System 12 vehicle model #12S for sedans as per specifications Quantity: Four (4) Parkmatic model #12S Total Contract Price: $170, including first month payment plus additional $8, 800 (plus tax) for next 11 months payable in monthly installments with having the following options: Option 1: Equipment Purchase option after 12 month rental $729,600 (plus tax) Option 2: Equipment cost fee for removal & shipping $64, 000 (plus tax) 2. PRODUCT STANDARDS. The Goods shall comply with industry standards. 3. PAYMENT. Payments are to be made in Three Parts as stated below. Payments shall be made payable to Parkmatic Car Parking Systems, LLC by either company check, wire transfer or Confirmed Irrevocable Letter of Credit Payment Amount are to be made as follows: 65% Deposit 20% Upon delivery to USA / NY Port 15% Upon completion and commissioning In addition to any other right or remedy provided by law, if BUYER fails to pay for the Goods when due, SELLER has the option to treat such failure to pay as a material breach of this Contract, and may cancel this Contract and/or seek legal remedies.

2 4. DELIVERY Time is of the essence in the performance of this Contract. Once deposit is received project starting date is to begin and all works to completed within a week period. 5. PAYMENT OF PERMITS: Client is responsible of all necessary filings and permit fees. 6. WARRANTIES. Seller warrants that the Goods shall be free of substantive defects in material and workmanship and in conformance with industry standards. The equipment on offer shall be under warranty for a period of Five (5) years Structural and One (1) year on parts and labor on operating components from date of completion of the installation. This being provided that defects are the result of fair wear and tear and not the result of faulty or negligent operation, abuse, overloading, unsuitable working conditions or damage caused to the equipment by the client/client's employees/tenants. Service calls necessitated due to improper use or negligence by the client/client's employees/tenants shall be the client's responsibility over and above the normal warranty. Seller shall in no event be liable for any incidental, special, or consequential damages of any nature, unless such damages are the result of Sellers willful, intentional, or negligent acts. 7. COMMERCIAL TERMS AND CONDITIONS: 7.1 The quoted prices include the following as per attached Invoice# On sight freight and installation - Operator Training - Warranty and Maintenance as per item 6 The quoted prices do not include the following: - Provision of safe storage location at sight - Union labor/prevailing wages - Excavation, Concrete and/or Foundation works - Electrical Works to master control panel - Fire Fighting Equipment, Sprinklers and/or materials that may be applicable 7.2 Tax and Permits Prices quoted may be subject to any state and local taxes or permits that may be applicable. Permits will be the responsibility of BUYER and/or his sub-contractors for any additional works if required including electrical and foundation and/or concrete works.

3 7.3 Installation: BUYER agrees to provide SELLER free and uninterrupted access to the work area at all times for equipment, labor, transport, machinery and forklifts as required. Parkmatic will schedule works accordingly with and work along with Buyer's General Contractor and Sub-Contractors so as to also not interfere with other construction works in progress and current business operations. 7.4 Machinery, Cranes and Forklifts: In case of indoor installations, Parkmatic's forklifts and construction machinery shall have free and uninterrupted access to the job site and shall be able to operate within the area as necessary to carry out the installation in a timely manner. 8. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract: a. The failure to make a required payment when due. b. The insolvency or bankruptcy of either party. c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency. d. The failure to make available or deliver the Goods in the time and manner provided for in this Contract. 9. REMEDIES ON DEFAULT. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract. 10. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandal-

4 ism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. 11. GOVERNING LAW. (a) Choice of Law. The current By-laws of New York govern this agreement (without giving effect to its conflicts of law principles). (b) Choice of Forum. Both parties consent to the personal jurisdiction of the By-laws of Manhattan, NY (c) Attorneys' Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party for there reasonable attorneys' fees and costs. 12. AMENDMENTS. No amendment to this agreement will be effective unless it is in writing and signed by the parties' respective authorized representatives. 13. ASSIGNMENT AND DELEGATION. (a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party, which consent may not be unreasonably withheld. All voluntary assignments of rights are limited by this subsection. (b) No Delegation. Neither party may delegate any performance under this agreement, except with the prior written consent of the other party, which consent may not be unreasonably withheld. (c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section 8, it is void. 14. COUNTERPARTS; ELECTRONIC SIGNATURES. (a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument. (b) Electronic Signatures. This agreement agreements ancillary-to-thisagreement and related documents entered into in connection with this agreement are signed

5 when a party's signature is delivered by facsimile, , or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures. 15. SEVERABILITY. If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable. 16. NOTICES. (a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or . (b) Addresses. A party shall address notices under this section 11 to a party at the following addresses: If to the SELLER: Parkmatic Car Parking Systems, LLC Mr. Max B Wassef th Street College Point, NY E: maxw@parkmatic.com If to the BUYER: Edison Properties, LLC 100 Washington Street Newark, NJ (c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

6 17. WAIVER. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies. 18. ENTIRE AGREEMENT. This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties agreement with respect to the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement's effectiveness. 19. HEADINGS. The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement's construction or interpretation. 20. EFFECTIVENESS. This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this agreement. 21. NECESSARY ACTS; FURTHER ASSURANCES. Each party and its officers and directors shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement. [SIGNATURE PAGETOLLOWS]

7 Each party is signing this agreement on the date stated opposite that party's signature. Seller: Parkmatic Car Parking Systems, LLC By: Mr. Max Wassef President Date: Buyer: Edison Properties, LLC By: Date: Name: