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Turf Tank USA Inc. Rental Agreement Appendix to Rental Agreement on Turf Tank autonomous line marking robot Appendix (A) – Annual Appropriation Clause; Right of First Refusal Customer represents that funds either are, or can and will be, obtained in amounts sufficient to make all Rental Payments during the Rental term in each fiscal year. If Customer’s official governing body fails to appropriate Customer funds for the succeeding fiscal year to meet all payment obligations under the Rental Agreement for such fiscal year, as determined by Customer in good faith, Customer may terminate the Rental Agreement at the end of the then-current fiscal year, by giving ninety (90) days prior written notice to Lessor; provided that prior to any such termination of the Rental Agreement, the parties agree to meet and discuss such shortfall of funds and the effect of such shortfall on Customer’s ability to pay the Rental Payments for the subsequent fiscal year. Customer’s written notice of termination will include a signed statement by Customer’s President, or another authorized individual of Customer, confirming termination of the Rental Agreement due to a loss of funding or appropriations to make the Rental Payments for the Equipment and services described in the Rental Agreement, and such statement will ensure Customer will not purchase such related equipment or services for the remainder of the fiscal year for which Customer has certified the lack of funding or appropriations applies. Upon termination of the Rental Agreement, Customer will be responsible for the payment due prior to the end of the 90-day notice period referred to above. Upon the occurrence of this event, Customer shall, at Customer’s cost and expense, both restore the Equipment to its original condition (excepting only reasonable wear and tear) and return it to Lessor in accordance with the terms set forth in the Rental Agreement. During the term of the Rental Agreement and for a period of two (2) year thereafter, Customer will not, directly or indirectly, enter into any agreement or consummate any transaction, or accept an offer from, a third party for equipment or services (related to field painting) (a “Third Party Transaction”) without first complying with this Appendix A. If Customer proposes to enter into any bona fide Third Party Transaction, then at least sixty (60) days prior to the closing of such Third Party Transaction, Customer shall provide Lessor with written notice of such proposed Third Party Transaction (a “ROFR Notice”). Each ROFR Notice shall include the identity of all proposed parties to the Third Party Transaction and the material financial and other terms and conditions of such Third Party Transaction (the “Material Terms”). Each ROFR Notice constitutes an offer made by Customer to enter into an agreement with Lessor on the Material Terms (the “ROFR Offer”). At any time prior to the expiration of the thirty (30) day period following lessor’s receipt of the ROFR Notice (the "Exercise Period"), Lessor may accept the offer by delivery to Customer of a written notice of acceptance of the ROFR Offer, executed by Lessor. Upon Lessor’s acceptance of a ROFR Offer, Customer and Lessor will use reasonable commercial efforts to execute an agreement that incorporates the Material Terms and such other terms and conditions as are customary in transactions of a similar size and nature. If, by the expiration of the Exercise Period, Lessor has not accepted the ROFR Offer, and provided that Customer has complied with all of the provisions of this Appendix A, at any time during the thirty (30) day period following the expiration of the Exercise Period, Customer may consummate the Third Party Transaction with the counterparty identified in the applicable ROFR Notice, on terms and conditions that are the same or more favorable to Customer as the Material Terms set forth in the ROFR Notice. If such Third Party Transaction is not consummated within such thirty (30) day period, the terms and conditions of this Appendix A will again apply and Customer will not enter into any Third Party Transaction during the ROFR Period without affording Lessor the right of first refusal on the terms and conditions of this Appendix A. This Appendix A shall survive the termination or expiration of the Rental Agreement and remain in full force and effect. (Signature Page Follows) For the Customer: For the Lessor, Turf Tank USA Inc. Page 70 of 231