RESERVATION TERMS AND CONDITIONS OF SMART DOCK TECHNOLOGIES LLC

These Reservation Terms and Conditions (these "Terms") are entered into by and between Smart Dock Technologies LLC, an Ohio limited liability company having its principal place of business at 8349 Lynnehaven Drive, Cincinnati, Ohio 45236 (the "Company"), and the individual or entity placing a Reservation hereunder (the "Reservation Holder," "you," or "your"). The Company and the Reservation Holder are referred to herein individually as a "Party" and collectively as the "Parties." These Terms are effective as of the date the Reservation Holder accepts them in accordance with Section 1 below (the "Effective Date").

RECITALS

WHEREAS, the Company is engaged in the production of an automated dock anchoring system to be marketed under the name "Smart Docks";

WHEREAS, the Company desires to offer prospective customers the opportunity to reserve a position in line for the future purchase of such product, in advance of its commercial availability, in exchange for payment of the Reservation Fee defined herein; and

WHEREAS, the Reservation Holder desires to obtain such a Reservation upon and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

NOTICE TO RESERVATION HOLDER

A Reservation is a payment to hold a position in line for a future Smart Docks product. A Reservation is NOT a sale of the Product, a guarantee of delivery by any specific date, or an investment of any kind. The Reservation Holder may cancel the Reservation and request a full refund of the Reservation Fee at any time prior to shipment by emailing info@smart-docks.com (Section 5); there is no fixed delivery deadline. The Reservation Fee is NOT held in escrow or in trust; the Company may use it for product development and operating expenses, and in the event the Company is unable to pay or becomes insolvent, a refund may be delayed, reduced, or unavailable (Sections 5.2 and 6). Section 12 contains a binding arbitration provision, a class-action waiver, and a waiver of the right to trial by jury, which the Reservation Holder should review carefully. The Reservation Holder may opt out of arbitration within thirty (30) days as described in Section 12.3.

1. ACCEPTANCE

The Reservation Holder accepts these Terms by (a) selecting the "I agree" button (or any substantially similar electronic acceptance mechanism made available by the Company) and (b) tendering payment of the Reservation Fee (collectively, "Acceptance"). Acceptance constitutes the Reservation Holder's electronic signature and forms a binding agreement between the Parties. The Reservation Holder represents and warrants that (i) the Reservation Holder is at least eighteen (18) years of age and possesses full legal capacity to enter into this agreement; (ii) if accepting on behalf of an entity, the Reservation Holder has full authority to bind such entity; and (iii) the Reservation Holder is not prohibited by applicable law from entering into this agreement. The Company shall maintain a record of each Acceptance, including the date and time of Acceptance, the Internet Protocol (IP) address from which Acceptance was tendered, and the version of these Terms then in effect.

2. DEFINITIONS

For purposes of these Terms, the following capitalized terms shall have the meanings set forth below. Other capitalized terms used in these Terms shall have the meanings ascribed to them in the context in which they appear.

"Product" means the Smart Docks automated dock anchoring system being developed by the Company, as the same may be modified from time to time during development.

"Purchase Agreement" means the separate agreement governing the sale of a Product unit, to be provided by the Company to the Reservation Holder at such time as the Product is offered for sale.

"Reservation" means the contractual right granted to the Reservation Holder pursuant to Section 3.1 in consideration of payment of the Reservation Fee.

"Reservation Fee" means the sum of Two Hundred Forty-Nine and 00/100 United States Dollars (US $249.00) paid by the Reservation Holder to the Company in consideration of the Reservation.

"Wind-Down Event" has the meaning set forth in Section 6.

3. THE RESERVATION

3.1 Grant. Subject to and in accordance with the terms and conditions of these Terms, in consideration of the Reservation Holder's payment of the Reservation Fee, the Company hereby grants to the Reservation Holder (a) a position in the Company's delivery queue for the Product, with priority determined by the date and time of receipt by the Company of the Reservation Fee, and (b) the right to apply one hundred percent (100%) of the Reservation Fee as a credit against the purchase price of one (1) Product unit upon the Reservation Holder's execution of the Purchase Agreement. One (1) Reservation entitles the Reservation Holder to reserve one (1) Product unit. For the avoidance of doubt, the Reservation Fee does not include and shall not be deemed to include the cost of installation, applicable taxes, shipping, or any subscription services.

3.2 Nature of the Reservation. A Reservation is not, and shall not be construed as, (a) a sale of the Product or a binding contract to deliver the Product on or before any specific date; (b) a security, equity interest, debt instrument, loan, note, or any other investment; (c) a profit-sharing, revenue-sharing, or return-of-capital arrangement; or (d) any instrument or arrangement conveying ownership in, or entitlement to financial return from, the Company.

3.3 Allocation. The Company reserves and shall retain sole discretion over delivery sequencing, geographic and regional rollout (including, without limitation, prioritization of customers located in the Lake of the Ozarks region), and unit allocation in the event of supply, manufacturing, or logistical constraints; provided, however, that the Company shall exercise such discretion in good faith and in a manner generally consistent with stated queue priority.

4. DELIVERY

The Reservation Holder acknowledges that the Product is in active development. Any timeline communicated by the Company, whether referencing a target launch period or otherwise, is a non-binding estimate and shall not constitute a commitment by the Company. No delay in development, manufacturing, or delivery of the Product shall constitute a breach of these Terms by the Company; the Reservation Holder's remedy in respect of any such delay is the right to cancel the Reservation and obtain a refund of the Reservation Fee in accordance with Section 5. The specifications, features, design, and pricing of the Product are subject to change at any time during development.

5. CANCELLATION AND REFUND

5.1 Right of Cancellation. The Reservation Holder may cancel the Reservation at any time prior to shipment of the Product unit to the Reservation Holder. To cancel and request a refund, the Reservation Holder shall send an email to info@smart-docks.com stating the Reservation Holder's name, the email address used at the time of payment, and the date of payment. Such notice shall be effective upon receipt by the Company. Subject to Section 5.3, the Company shall refund the Reservation Fee in full, without interest, within thirty (30) days following the Company's receipt of a valid cancellation notice. The Company may issue the refund by any commercially reasonable method, including refund to the original payment method, electronic funds transfer (ACH), or check, in the Company's discretion.

5.2 Use of Reservation Fees. The Reservation Holder acknowledges and agrees that the Reservation Fee shall be held by the Company as a general obligation of the Company, shall not be segregated, escrowed, or held in trust, and may be used by the Company in its sole discretion for product development, operating expenses, and other lawful business purposes during the period prior to shipment.

5.3 Late-Refund Interest. In the event the Company fails to remit a refund of the Reservation Fee within the thirty (30)-day period set forth in Section 5.1, simple interest shall accrue on the unpaid amount at the rate of eight percent (8%) per annum, calculated on a daily basis, commencing on the thirty-first (31st) day following the Company's receipt of the cancellation notice and continuing until the refund is paid in full. Accrued interest shall be remitted together with the principal refund amount.

6. WIND-DOWN EVENT

For purposes of these Terms, a "Wind-Down Event" shall mean (a) the Company's good-faith determination that it is unable to deliver the Product, or (b) the dissolution, insolvency, assignment for the benefit of creditors, or cessation of substantially all operations of the Company. Upon the occurrence of a Wind-Down Event, the Company shall provide written notice thereof to all then-active Reservation Holders and shall refund Reservation Fees on a pro rata basis from the Company's remaining assets, after satisfaction of the Company's obligations to its creditors and payment of reasonable wind-down expenses, in accordance with applicable law. The Reservation Holder acknowledges and agrees that, in the event of a Wind-Down Event, recovery of all or any portion of the Reservation Fee may be partial or unavailable, particularly in the event of insolvency or bankruptcy proceedings.

7. PURCHASE AGREEMENT

7.1 Required for Delivery. Delivery of a Product unit to the Reservation Holder shall be conditioned upon, and shall not occur except following, the Reservation Holder's execution of the Purchase Agreement, which shall be provided by the Company at such time as the Product is offered for sale to the Reservation Holder. The Purchase Agreement shall set forth, among other things, the final purchase price of the Product, the warranty applicable to the Product, the return policy, installation terms, and other Product-specific terms, and shall, upon execution by the Reservation Holder, supersede these Terms with respect to the matters addressed therein. The Reservation Holder may decline to execute the Purchase Agreement, in which event the Reservation shall be deemed cancelled and the Reservation Fee shall be refunded in full pursuant to Section 5.

7.2 Three-Day Right of Rescission. Following execution of the Purchase Agreement, the Reservation Holder shall have a period of three (3) days within which to rescind the Purchase Agreement by written notice delivered to the Company. Upon expiration of such three (3)-day rescission period, the Purchase Agreement shall become binding upon and enforceable against the Reservation Holder in accordance with its terms.

8. INSTALLATION; SUBSCRIPTION SERVICES

8.1 Professional Installation Required. The Product requires professional installation. The Reservation Holder acknowledges and agrees that (a) installation is intensive and materially modifies the Reservation Holder's dock; (b) installation is not readily reversible; (c) the cost of installation is not included in the Reservation Fee or the purchase price of the Product and shall be the responsibility of the Reservation Holder, except as may be expressly provided to the contrary in the Purchase Agreement; and (d) the Company shall not be responsible for the suitability of any particular dock or location for installation of the Product.

8.2 Subscription Services. Certain features of the Product, including, without limitation, remote monitoring, alert notifications, and mobile dashboard access, shall require a separate paid subscription on terms to be set forth in the Purchase Agreement or in a separate subscription agreement. The Reservation Holder acknowledges that the core anchoring functionality of the Product does not require any such subscription.

9. NO INVESTMENT; NO SECURITIES OFFERING

The Reservation Holder hereby acknowledges, represents, warrants, and agrees that: (a) the Reservation does not constitute, and shall not be construed as, an investment, security, equity interest, debt instrument, loan, note, or financial instrument of any kind whatsoever; (b) the Reservation Holder receives no equity, ownership, profit share, dividend, interest, or other financial return on the Reservation Fee; (c) the Reservation Holder has no expectation of profit derived from the entrepreneurial or managerial efforts of the Company or any third party; (d) the sole consideration provided to the Reservation Holder in exchange for the Reservation Fee is the contractual right described in Section 3.1; and (e) the Reservation Holder is not relying upon any statement, representation, projection, or forecast by the Company or any of its representatives regarding the Company's financial performance, valuation, or future prospects in determining to place the Reservation.

10. LIMITATION OF LIABILITY

10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE RESERVATION OR THESE TERMS, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF THE RESERVATION FEE ACTUALLY PAID BY THE RESERVATION HOLDER. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND CONSTITUTE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

10.2 Product-Liability Matters Reserved. Liability arising out of or relating to the manufacture, design, performance, or use of the Product is not addressed by these Terms and shall be governed exclusively by the Purchase Agreement. The limitations set forth in this Section 10 are limitations on the Company's liability with respect to the Reservation only.

11. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE RESERVATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO THE RESERVATION AND ANY COMMUNICATIONS REGARDING THE PRODUCT'S DEVELOPMENT, SPECIFICATIONS, OR AVAILABILITY. ANY WARRANTIES WITH RESPECT TO THE PRODUCT, IF ANY, SHALL BE SET FORTH SOLELY AND EXCLUSIVELY IN THE PURCHASE AGREEMENT.

12. DISPUTE RESOLUTION

12.1 Informal Resolution. Prior to the commencement of any legal proceeding, the Parties shall attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Reservation through informal means. The Party initiating such dispute shall deliver written notice to the other Party setting forth, in reasonable detail, the nature of the dispute and the relief sought. The Parties shall thereafter confer in good faith for a period of not less than thirty (30) days following receipt of such notice before commencing any legal proceeding.

12.2 Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY; IT AFFECTS HOW DISPUTES ARE RESOLVED. Except as otherwise provided in this Section 12, any dispute, claim, or controversy arising out of or relating to these Terms or the Reservation, including its formation, interpretation, breach, termination, validity, or enforceability (a "Dispute"), that is not resolved through the informal process described in Section 12.1 shall be finally resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its rules then in effect — the AAA Consumer Arbitration Rules where the Reservation Holder is an individual who acquired or intends to acquire the Product primarily for personal, family, or household purposes, and otherwise the AAA Commercial Arbitration Rules — as modified by these Terms. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. Sections 1 et seq. The arbitration shall be conducted before a single arbitrator and, where the Reservation Holder so elects, may be conducted by telephone, by videoconference, on the basis of written submissions, or in person in the county of the Reservation Holder's residence or principal place of business. The arbitrator shall have exclusive authority to resolve all Disputes, including any question concerning the scope, applicability, or enforceability of this arbitration agreement, except that the validity and enforceability of the Class-Action Waiver in Section 12.5 shall be determined by a court of competent jurisdiction. The arbitrator may award any relief that would be available in an individual action in court but may not award relief on a class, collective, or representative basis. Where the Reservation Holder is a consumer, the Company shall bear all arbitration filing, administrative, and arbitrator fees that exceed the cost of commencing an action in the courts identified in Section 12.4, in accordance with the AAA Consumer Arbitration Rules. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding this Section 12.2, either Party may (a) bring an individual claim in small-claims court as provided in Section 12.4, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of intellectual property or confidential information.

12.3 Right to Opt Out of Arbitration. The Reservation Holder may opt out of the agreement to arbitrate in Section 12.2 by delivering written notice to the Company at the address set forth in Section 15 within thirty (30) days after the Effective Date. The notice must include the Reservation Holder's name, the email address used at Acceptance, and a clear statement that the Reservation Holder elects to opt out of arbitration. A Reservation Holder who timely opts out shall not be bound by Section 12.2, and any Dispute shall instead be resolved in the courts identified in Section 12.4. Opting out of arbitration has no effect on any other provision of these Terms, including the Class-Action Waiver in Section 12.5 and the Waiver of Jury Trial in Section 12.6.

12.4 Forum and Venue. Subject to Section 12.2 (Binding Arbitration), any action, suit, or proceeding arising out of or relating to these Terms or the Reservation that is not subject to arbitration — including any action to compel arbitration, to confirm, enforce, modify, or vacate an arbitral award, or to obtain provisional or injunctive relief in aid of arbitration — shall be brought exclusively in the state or federal courts of competent jurisdiction located in Hamilton County, Ohio, and each Party hereby irrevocably (a) consents to the personal jurisdiction of such courts, and (b) waives any objection based upon inconvenient forum, improper venue, or lack of personal jurisdiction. Notwithstanding the foregoing, either Party may bring an individual action in the small-claims court of competent jurisdiction for any dispute within that court's monetary jurisdiction.

12.5 Class-Action Waiver. WHETHER IN ARBITRATION OR IN COURT, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO COMMENCE OR PARTICIPATE IN ANY CLASS, COLLECTIVE, MASS, OR REPRESENTATIVE ACTION, OR ANY CONSOLIDATED PROCEEDING, ARISING OUT OF OR RELATING TO THESE TERMS OR THE RESERVATION. ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, MASS, OR REPRESENTATIVE PROCEEDING. The validity and enforceability of this Class-Action Waiver shall be determined by a court of competent jurisdiction and not by an arbitrator. If this Class-Action Waiver is found unenforceable as to any Dispute, that Dispute shall be severed from arbitration and resolved exclusively in the courts identified in Section 12.4, but the remainder of Section 12.2 shall continue to apply to all other Disputes.

12.6 Waiver of Jury Trial. TO THE EXTENT ANY DISPUTE PROCEEDS IN A COURT OF LAW RATHER THAN ARBITRATION, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE RESERVATION. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY TO ENTER INTO THESE TERMS.

12.7 Attorneys' Fees. In any action, suit, or proceeding arising out of or relating to these Terms or the Reservation, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees, costs, and expenses, in addition to any other relief to which the prevailing Party may be entitled.

12.8 Limitations Period. Any claim arising out of or relating to these Terms or the Reservation must be commenced within four (4) years after the date on which the cause of action first accrues; otherwise, such claim shall be permanently barred, except to the extent that applicable law prohibits the shortening of such limitations period.

13. COMMUNICATIONS AND NOTICES

13.1 Electronic Communications. The Reservation Holder hereby consents to receive all communications from the Company in connection with the Reservation by electronic means at the email address provided by the Reservation Holder at Acceptance. The Reservation Holder shall be responsible for maintaining a current and operative email address with the Company. Notices from the Company to the Reservation Holder shall be deemed effective upon transmission to such email address. The Company's collection, use, and disclosure of the Reservation Holder's personal information in connection with the Reservation are described in the Company's Privacy Policy, which is made available to the Reservation Holder at the point of purchase and is incorporated herein by reference.

13.2 Status Updates. The Company shall use commercially reasonable efforts to provide active Reservation Holders with status updates regarding the development of the Product and the anticipated delivery thereof on a monthly basis, organized by lake or region where reasonably practicable; provided, however, that the failure of the Company to provide any particular update shall not constitute a breach of these Terms.

14. GENERAL PROVISIONS

14.1 Modification of Terms. The Company may modify these Terms from time to time upon not less than thirty (30) days' prior written notice to active Reservation Holders by email. In the event the Reservation Holder does not consent to any such modification, the Reservation Holder's sole and exclusive remedy shall be to cancel the Reservation pursuant to Section 5 and receive a full refund of the Reservation Fee. Continued participation in the Reservation program after the effective date of any such modification shall constitute the Reservation Holder's acceptance of the modified Terms.

14.2 Governing Law. These Terms, and all matters arising out of or relating hereto, shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than the State of Ohio. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.

14.3 Entire Agreement. These Terms, together with any documents expressly incorporated by reference herein, constitute the entire agreement between the Parties with respect to the Reservation and supersede all prior and contemporaneous agreements, understandings, negotiations, and communications, whether oral or written, between the Parties relating to the subject matter hereof.

14.4 Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed reformed to the minimum extent necessary to render it valid, legal, and enforceable while preserving, to the maximum extent possible, the Parties' original intent. The remaining provisions of these Terms shall continue in full force and effect.

14.5 No Waiver. No failure or delay by the Company in exercising any right, power, or privilege under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms. Any waiver by the Company shall be effective only if set forth in a writing signed by an authorized representative of the Company.

14.6 Assignment. The Reservation Holder shall not assign, transfer, delegate, or sublicense the Reservation or any rights or obligations under these Terms, in whole or in part, without the prior written consent of the Company, and any purported assignment or transfer in violation of the foregoing shall be null and void ab initio. The Company may assign these Terms, in whole or in part, without the consent of the Reservation Holder, including, without limitation, in connection with any merger, acquisition, reorganization, or sale of all or substantially all of the Company's assets; provided, however, that the Company shall not assign these Terms unless the assignee expressly assumes in writing all of the Company's obligations under these Terms, including, without limitation, the obligation to refund the Reservation Fee in accordance with Section 5, and that any such assignment shall not relieve the Company of liability for obligations that accrued prior to the effective date of the assignment. Upon any such assignment and assumption, the Reservation Holder agrees to look solely to the assignee for performance of the obligations so assumed, except as to obligations that accrued prior to the assignment. These Terms shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

14.7 Force Majeure. Neither Party shall be liable for any delay or failure to perform any obligation under these Terms (other than payment obligations that have already accrued) to the extent such delay or failure is caused by circumstances beyond such Party's reasonable control, including, without limitation, acts of God, natural disasters, pandemics, epidemics, governmental actions or orders, war, acts of terrorism, civil unrest, supply-chain disruptions, transportation failures, or labor shortages. The Party affected by any such event shall promptly notify the other Party thereof and shall use commercially reasonable efforts to resume performance as soon as reasonably practicable.

14.8 Electronic Signatures. The Parties hereby consent to the use of electronic signatures and electronic acceptance of these Terms, which shall have the same legal force and effect as a handwritten signature. A printed or electronic copy of these Terms and of any electronic notice given hereunder shall be admissible in any judicial, arbitral, or administrative proceeding to the same extent and subject to the same conditions as an originally executed paper document.

14.9 Construction; Headings. Section and subsection headings used in these Terms are for convenience of reference only and shall not affect the construction or interpretation of these Terms. References herein to "include," "including," and similar terms shall be construed as if followed by the phrase "without limitation." The word "or" shall be interpreted in the inclusive sense unless the context clearly requires otherwise. These Terms have been negotiated by the Parties at arm's length and shall not be construed against the drafter.

15. NOTICES TO THE COMPANY

All notices, cancellation requests, and other communications from the Reservation Holder to the Company under these Terms shall be in writing and shall be delivered to the Company by email to:

Email: info@smart-docks.com

All notices and cancellation requests delivered hereunder shall reference the name and email address used by the Reservation Holder at the time of Acceptance. Notices to the Company shall be deemed effective upon actual receipt by the Company.

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