Form of Electric Vehicle Charger Site License Agreement dated May 23, 2002 by and between TurnOnGreen and Sunrise Hills Commercial Association

Exhibit 10.7

ELECTRIC VEHICLE CHARGER SITE LICENSE AGREEMENT

This Electric Vehicle Charger Site License Agreement (together with any Exhibits attached hereto, this “Agreement”) is entered into this 23 day of May, 2022 (the "Effective Date") by and among TURNONGREEN INC. a Nevada corporation (“TurnOnGreen”), its subsidiaries (together with TurnOnGreen, the "Company"), each Company having a principal place of business at 1421 McCarthy Blvd., Milpitas, CA 95035 and Sunrise Hills Commercial Association, having a principal place of business at 945 Morning Star Drive, Sonora, CA 95370 (“Association”).

RECITALS

WHEREAS, the Company is a world-class solution driven organization unsurpassed in designing and manufacturing cutting-edge power electronic products and charging solutions for the Defense, Medical, Telecommunication, Industrial and e-Mobility markets.

WHEREAS, TurnOnGreen, through the provision of electric vehicle charging services at the Property (as hereinafter defined), will provide value to Association by attracting electric vehicle owners and the public to, and providing additional visibility of, the Property; and

WHEREAS, Association acknowledges the value of TurnOnGreen’s electric vehicle charging services at the Property and desires to grant possession and control of the Premises (as hereinafter defined) to TurnOnGreen pursuant to the terms set forth herein.

NOW THEREFORE, that the Authorized Persons are, and each of them is, authorized, in the name and on behalf of the Corporation, to sign and execute this Agreement

NOW THEREFORE, in consideration of the above and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the parties agree as follows with the intent to be legally bound hereby:

Except to the extent of any negligence or willful misconduct of TurnOnGreen or that of TurnOnGreen’s employees, contractors or representatives, Association hereby agrees to indemnify, hold harmless and defend TurnOnGreen, its directors, officers, employees, consultants, agents and representatives from all liability, damages, loss, costs and obligations, including, court costs and attorney’s fees, on account of or arising out of or alleged to have arisen out of directly or indirectly, any claim of any third party directly related to Association’s actions or omissions with respect to the Premises and/or the Landlord Property.

In addition to the foregoing, each party agrees to indemnify, hold harmless and defend the other party and its directors, officers, employees, consultants, agents and representatives from all liability, damages, loss, costs and obligations, including, court costs and attorney’s fees, on account of or arising out of or alleged to have arisen out of directly or indirectly, any claim of the other party directly related to the indemnifying party or its employees, contractors or representatives causing bodily injury or property damage to the other party or its personal or real property.

This Section 16 shall survive the expiration or earlier termination of this Agreement.

(1)       the failure by TurnOnGreen to perform or observe any material term or condition of this Agreement and such failure continues for a period of thirty (30) days after receipt of written notice thereof, provided however, that if the nature of such default is such that the same cannot reasonably be cured within said thirty (30) day period, then TurnOnGreen shall have such additional time as is reasonably required to cure such failure provided TurnOnGreen commences to cure such failure within such thirty (30) day period and proceeds to cure such failure with diligence and continuity; or

(2)       the appointment of a receiver or trustee to take possession of all or substantially all of the assets of TurnOnGreen located at the Premises if possession is not restored to TurnOnGreen within sixty (60) days; or a general assignment by TurnOnGreen for the benefit of creditors; or any action or proceeding commenced by or against TurnOnGreen under any insolvency or bankruptcy act, or under any other statute or regulation having as its purpose the protection of creditors and in the case of involuntary actions filed against the TurnOnGreen the same are not discharged within sixty (60) days after the date of commencement.

(A)       continue this Agreement in effect by not terminating TurnOnGreen’s right to possession of said Premises and thereby be entitled to enforce all Association’s rights and remedies under this Agreement;

or

(B)       bring an action to recover and regain possession of said Premises in the manner provided by the laws of eviction then in effect of the State where the Premises is located.

If Association fails to perform or observe any material term or condition of this Agreement and such failure continues for a period of thirty (30) days after receipt of written notice thereof (provided however, that if the nature of such default is such that the same cannot reasonably be cured within said thirty (30) day period, then Association shall have such additional time as is reasonably required to cure such failure provided Association commences to cure such failure within such thirty (30) day period and proceeds to cure such failure with diligence and continuity), then TurnOnGreen, in addition to any other remedies given at law or in equity, may terminate this Agreement upon notice to Association, remove all Trade Fixtures and be reimbursed by Association for any outstanding infrastructure costs due to TurnOnGreen.

(A)       TurnOnGreen and Association agree that the terms of this Agreement are confidential information, and both parties agree not to disclose such confidential information to any person or entity other than (i) financial, legal and space planning consultants that have a “need to know” such confidential information and have agreed to abide by confidentiality terms no less protective than the terms of this Agreement and (ii) as required by law.

(B)       Neither party will use the other party’s name, trademark or logo without such other party’s prior written consent. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, both parties shall be permitted to identify the location of the Premises as being a Charger-enabled location (which may include the name, address, business or similar characteristics of the other party).

TO TURNONGREEN, ATTN: AMOS KOHN, 1421 McCarthy Blvd., Milpitas CA 95035.

TO ASSOCIATION, ATTN: DEREK MAXSON, 945 Morning Star Dr., Sonora, CA 95370.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have each caused an authorized representative to execute this Agreement as of the Effective Date first written above.

EXHIBIT A

Premises and Property Depiction and Address

Property Address:

975 Morning Star Dr.

Sonora, CA 95370

Premises and Property Depiction: Four Parking Spaces in the main parking lot.

EXHIBIT B

TurnOnGreen Improvements

TurnOnGreen shall install the Charger Stations on the Premises pursuant to the terms of this Exhibit B. TurnOnGreen installation shall include the installation of the infrastructure for the Charger Station, which may include power supply, utility connections, concrete pads, conduit and wiring (the “Infrastructure”).

The Charger Station will also include certain trade fixtures as determined by TurnOnGreen, which may include, without limitation, the charger pedestal (“Charger Pedestal”), Chargers, switchgear, signage, fence or other visual barriers, canopy, solar panels, and an energy storage system (the “Trade Fixtures”).

The Trade Fixtures to be installed as of the Commencement Date will include the following:

The installation of the Infrastructure and the Trade Fixtures is collectively referred to as the “TurnOnGreen Improvements.” TurnOnGreen will not perform the TurnOnGreen Improvements until the plans and specifications, including exact locations, have been approved by Association, which approval may be by e-mail communication and shall not be unreasonably withheld, conditioned, or delayed. All TurnOnGreen Improvements shall at all times comply with applicable laws, codes and ordinances and Infrastructure and Trade Fixtures shall be installed, maintained and replaced at TurnOnGreen’s sole cost.

[TO INCLUDE ANY TRENCHING, UTILITY TIE-IN, PARKING SPACE LINING OR OTHER SPECIFICATIONS OR DEPICTIONS AS ARE NECESSARY TO ENABLE UTILITIES TO THE CHARGING STATION OR SET THE PREMISES APART FROM ADJACENT PROPERTY]

Signage Example (below)

EXHIBIT C

TurnOnGreen Trade Fixture Costs

*Network Fee Billed Annually

** Optional dependent upon ownership

TurnOnGreen Infrastructure Costs – ESTIMATE SUBJECT TO CHANGE