Purchase Agreement

The license granted by Licensor to Licensee under the Suite License Agreement between Licensor and Licensee is subject to all of the terms and conditions set forth in this Exhibit A, all of which are a part of this Suite License Agreement:

1. Definitions. All initially capitalized terms used in the Basic Provisions or in this Exhibit shall have the meaning set forth in this Section 1 unless otherwise defined in the Basic Provisions.

“Agreement” means the Basic Provisions, together with all Exhibits attached thereto.

“Arena” is defined in Recital A of the Basic Provisions.

“Authorized Representative” is defined as the Licensee in the Basic Provisions.

“Basic Provisions” means the Basic Provisions to which this Exhibit A is attached.

“Caterer” is defined in Section 4.2 of this Exhibit A.

“Event” means the Single Event to which the Licensee has paid a Licensee Fee.

“Force Majeure Event” is defined in Section 11.2 of this Exhibit A.

“License Fees” is defined in Section 2.1 of this Exhibit A.

“Licensee” is defined in the preamble to the Basic Provisions.

“Licensor” means SMG Ontario Arena, LLC and its successors and assigns.

“Major Default” means any one of the following: (i) a breach by Licensee of any of the provisions of Section 2, 3, 5 and 10 of this Exhibit A; (ii) the repeated occurrence of any disruptive or unruly conduct in the Suite or the Arena by Licensee or its guests.

“Suite” is defined in Section 1 of the Basic Provisions.

“Suite Area” means the private concourse through which Suite holders access the Suites and any other areas accessible to users of Suites but not generally accessible to the public.

“Suite Ticket” is defined in Section 3 of this Exhibit A.

2. License Fees; Security Deposit

2.1. License Fee. In consideration of the license granted by this Agreement, Licensee shall pay to Licensor a fee (“License Fees”) specified in Section 3 of the Basic Provisions. All License Fees will be due and payable as set forth in Section 3 of the Basic Provisions without set-off or deduction.

2.2. Security Deposit. In addition to the License Fees, Licensee may have to pay to Licensor, as a security deposit, the sum set forth in, and payable as described in, Section 3 of the Basic Provisions. Said deposit shall be held by Licensor and used in the event of any failure by Licensee to perform any of its obligations hereunder to effectuate a cure of said failure, including without limitation to pay any past due License Fees or other amounts owing to the Licensor or the Caterer. If Licensor shall use any portion of said security deposit to perform any such obligations, Licensor shall notify Licensee of the amount or amounts utilized. The unused portion of the security deposit shall be returned to Licensee within 30 days following the end of the Event, subject to application thereof against any outstanding obligations of Licensee hereunder.

3. Use of Suite

3.1. Licensee’s Use of Suite. Licensee shall have the right, on the terms and conditions set forth in this Agreement, to the use of the Suite for Single Event set forth in the Basic Provisions.

3.2. Use Limited to Events. Use of the Suite shall be limited to the Single Event set forth in the Basic Provisions.

3.3. Third Party Use During the Single Event.

3.3.1 Right to License to Third Parties. Licensee shall not have the right to option or assign the Suite for the Single Event as set forth in Section 1 of the Basic Provisions.

3.3.3 Indemnification. Licensee shall indemnify and hold Licensor and its officers, employees, partners, shareholders, members, and agents harmless from and against any and all liability, losses, claims, demands, cost and expenses arising out of any unauthorized use of the Suite.

3.4. Access to Suite. Licensor shall have the right to control access to the Suite and the Suite Area and may require the presentation by each person using the Suite or Suite Area of a ticket of admission to the Arena which by its terms admits the bearer to the Suite Area (“Suite Ticket”). Licensee and Licensee’s guests shall be subject at all times to the terms and conditions upon which Suite Tickets are issued as well as to all Suite rules and regulations, and shall abide thereby.

Licensee and its guests shall have access to the Suite at the time the Arena is open to the public for the Event and shall be required to leave the Suite and the Arena within such interval following the Event as Licensor may specify.

4. Services

4.1. Additional Equipment/Services. In addition to the furnishings and improvements described in the Basic Provisions, Licensor shall provide the following equipment and/or services to the Suite:

(a) Television reception (including major broadcast and cable networks), and closed circuit broadcasts to the extent available;

(b) Heating and air conditioning during all events;

(c) An outlet for the connection of up to one telephone line (the installation of the telephone and/or data line and the cost of service to be at Licensee’s option and expense);

(d) Hot and cold running water in a sink and electrical outlets;

(e) Maintenance of the Suite and the appliances, fixtures, equipment and furniture included therein in good order and repair, subject to ordinary wear and tear;

(f) Routine cleaning (including sweeping and vacuuming) of the floors of the Suite and rubbish removal and disposal. The foregoing shall not include removal of food and beverage stains or damage caused by abuse or negligent or intentional acts or omissions of Licensee or its guests as reasonably determined by Licensor, which cost of repairs shall be the responsibility of Licensee.

4.2. Catering. Licensor also shall make available to Licensee, at Licensee’s expense, special food and beverage catering services from the caterer or caterers designated by Licensor (collectively, the “Caterer”) and such other additional special goods and services as may become available, at prevailing rates and minimums established from time to time by Licensor, from the Caterer or the purveyor of such other goods and services.

4.3 Indemnification. Licensee hereby agrees that it will use its best efforts to have all of its guests and invitees drink responsibly and not drive if impaired in any manner, and Licensee will indemnify and hold Licensor, Caterer, and their respective affiliates harmless from any liability whatsoever based on the actions of Licensee and its guests and invitees.

5. Licensee’s Covenants

5.1. Use of Suite. Licensee covenants and agrees with Licensor as follows:

5.1.1 Maintenance; Damage. Licensee shall keep the Suite and all its contents in good repair, order and condition, normal wear and tear excepted, and shall reimburse Licensor, at Licensor’s cost thereof, for the repair of any damage caused by Licensee or Licensee’s guests to the Suite or the property of Licensor.

5.1.2 Compliance with Rules and Regulations. Licensee and its guests shall abide by and observe all rules and regulations established from time to time by Licensor pertaining to the use and occupancy of the Suite, the Suite Area and the Arena, as well as the terms and conditions upon which Suite Tickets are issued.

5.1.3 Decorum; Compliance with Laws. Licensee and Licensee’s guests shall at all times maintain proper decorum (as reasonably determined by Licensor) while using the Suite and shall comply with all present and future laws, ordinances, orders, rules and regulations of all duly constituted governmental authorities, and will not suffer or permit to remain any use or manner of use in violation thereof. Notwithstanding any other provision to the contrary in the Agreement, Licensor shall have no obligation to issue Suite Tickets to Licensee for the Event to the extent doing so would cause the number of occupants in the Suite during such Event to exceed limitations imposed by applicable law.

5.1.4 No Unaccompanied Minors. No one under the age of 18 shall be allowed in the Suite unless accompanied by an adult.

5.2 Payment of Charges. Licensee further covenants and agrees to pay on a timely basis all charges and expenses relating to its use of the Suite. Licensee shall be solely responsible for the payment of charges for services furnished to Licensee by the Caterer or other purveyors of goods and services, and promptly shall pay to the Caterer or such other purveyor all bills for food, alcoholic beverages and other items and services furnished or rendered by the Caterer or such other purveyor, together with the applicable taxes billed, and any applicable charges for late payments.

5.3. No Outside Food or Beverages. Licensee agrees that neither it nor its guests will bring into the Arena, or possess in the Arena, food or beverages of any kind except those provided by the Caterer or any other authorized food and beverage concessionaire in the Arena; provided, that if Licensee reasonably demonstrates that users of its Suite have special dietary needs (i.e. resulting from religious or health restrictions) and the Arena and its designated caterers are unable to meet such needs (having been given notice of such needs and a reasonable opportunity to address them), then Licensee shall be permitted to bring food items into the Suite but only to the extent reasonably necessary to satisfy the special dietary needs. Licensor may also establish rules and regulations, pursuant to Section 6 of the Basic Provisions, restricting the right of Licensee to bring other items into the Arena, the Suite or the Suite Area.

5.4. Condition Upon Surrender. Upon the expiration of the Term or upon the earlier termination thereof, Licensee shall surrender possession of the Suite to Licensor in its condition at the time of original delivery to Licensee, normal wear and tear excepted.

6. Dispute Resolution; Attorney’s Fees.

6.1. Dispute Resolution. In the event of any dispute hereunder, the parties agree to submit the dispute for arbitration in the City of Ontario in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The determination of the arbitrator shall be final and conclusive upon the parties hereto.

6.2. Attorney’s Fees. In the event of any action or arbitration arising out of or relating to the interpretation or enforcement of this Agreement, the court in such litigation, or the arbitrator in such arbitration, shall award reasonable costs, expenses and attorney’s fees to the prevailing party. In making such award, the court or arbitrator shall not be bound by any court fee schedule, and may, in the interests of justice, award the prevailing party the full amount of its costs, expenses and attorney’s fees incurred in good faith.

7. Damage, Destruction and Other Occurrences

7.1 Election to Repair. In the event of damage or destruction of the Arena and/or the Suite, Licensor may, at its sole discretion, cause the damage to be repaired and the Arena and/or the Suite to be restored to its condition prior to such occurrence. Licensor shall notify Licensee within 30 days of the event giving rise to the damage or destruction whether or not it elects to repair or restore the Arena and/or the Suite, as the case may be.

8. Access by Licensor and Other Parties.

The officers, agents, employees, concessionaires, contractors, licensees and representa­tives of Licensor and the Caterer shall be entitled to have access to the Suite on such occasions and to such extent as Licensor, in its discretion, shall deem necessary or appropriate for the proper performance of the duties and obligations required or contemplated to be performed by Licensor and the Caterer hereunder. For such purposes, Licensor shall retain a key to the Suite, and Licensee shall not change the lock or place any additional locks on, or otherwise restrict or impede the rights of access reserved hereby to, the Suite.

9. Liability

9.1. No Liability for Losses. Licensor, nor its respective affiliates, officers, employees, partners, shareholders, members, contractors or agents shall be liable or responsible for any loss, damage or injury to any person or property whatsoever in or around the Suite, Suite Area, or the Arena, resulting from any cause whatsoever, including theft and vandalism, unless due to the negligence or willful misconduct of the Teams, Licensor, or their respective affiliates, officers, employees, partners, shareholders, members, contractors or agents (in which event only the party which was negligent or committed willful misconduct shall have such liability).

9.2. Indemnification by Licensor. Licensor shall indemnify, defend and hold Licensee and its affiliates, officers, employees, partners, shareholders, members, contractors, and agents harmless from and against any and all liability, losses, claims, demands, cost and expenses, to which Licensee or its affiliates, officers, employees, partners, shareholders, members, contractors, and agents may become subject by reason of the negligence or willful misconduct of Licensor in the performance of its duties and obligations hereunder, except to the extent arising out of the negligence or willful misconduct of Licensee or a breach by Licensee of its obligations hereunder.

9.3. Indemnification by Licensee. Licensee shall indemnify, defend and hold the Licensor, any Minor or Major League Professional Sports Teams, any lender to Licensor, and their respective affiliates, officers, employees, partners, shareholders, members, contractors and agents harmless from and against any and all liability, losses, claims, demands, costs and expenses to which Licensor, the Minor and Major League Sports Teams, the opposing teams, the Caterer, any lender to Licensor, or their respective affiliates, officers, employees, partners, shareholders, members, contractors and agents or any one or more of them may become subject by reason of the negligence or willful misconduct of Licensee or Licensee’s guests in the performance and observation of Licensee’s covenants, duties and obligations hereunder, including violations of any rules and regulations hereunder.

9.4. ASSUMPTION OF RISK. LICENSEE AND LICENSEE’S GUESTS ASSUME ALL RISKS AND DANGER INCIDENTAL TO THE GAMES OF BASKETBALL, HOCKEY, ARENA FOOTBALL AND ALL OTHER SPORTING EVENTS AT THE ARENA, AND THE RISKS AND DANGERS PROXIMATELY CAUSED BY OTHER EVENTS AT THE ARENA, WHETHER OCCURRING PRIOR TO, DURING OR SUBSEQUENT TO, THE ACTUAL PLAYING OF THE GAME OR OTHER EVENT, SUCH AS (BUT NOT LIMITED TO) THE DANGER OF BEING INJURED BY PLAYERS, OTHER FANS, PUCKS, STICKS, BALLS OR OTHER PROJECTILES, AND AGREE THAT LICENSOR, THE AFL, THE AHL, THE NBA, THE NBA G-LEAGUE, THE NHL, THE WNBA, THE TEAMS, THE OPPOSING TEAMS, PARTICIPANTS IN AND PROMOTERS OF OTHER EVENTS, ANY LENDER TO LICENSOR, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, PARTNERS, SHAREHOLDERS, MEMBERS, CONTRACTORS, AND PLAYERS AND AGENTS ARE NOT LIABLE FOR INJURIES FROM SUCH CAUSES.

10. Assignment; Resale of Tickets

10.1. No Right of Assignment. Licensee hereby acknowledges that the identity of licensees of Suites is of crucial importance to Licensor. Accordingly, Licensee hereby agrees that it shall have absolutely no right whatsoever to assign, transfer, sublicense, sell, mortgage, pledge or otherwise alienate its rights under this Agreement or the right to the use of the Suite (any such act or event hereinafter referred to as a “transfer”), whether by operation of law (including transfers to a personal representative upon death or incompetency) or otherwise, except with the written consent of Licensor.

10.2. No Resale of Tickets or Passes. Licensee hereby agrees that in no event shall Licensee sell or permit to be sold any Suite Tickets or Passes for any consideration whatsoever.

10.3. Violation is Major Default. Any violation of the provisions of this Section 10 or any subdivision thereof shall be a Major Default. Any transfer in violation of the provisions hereof shall be void and of no force or effect.

11. Default: Damages.

If Licensee fails to pay any amounts due and payable under this Agreement, then Licensor shall have the right to any remedies available under applicable law, including but not limited to the following:

11.1. Termination and Recovery of Damages. Licensor may terminate this Agreement and recover any damages to which it is entitled pursuant to section 3300 of the California Civil Code or other applicable law, including without limitation:

(i) Al1 License Fees and other sums due and payable under this Agreement at the time of termination;

(ii) All unpaid License Fees which would have become due and payable after termination until the time of the award, less any sums received by Licensor from the re-licensing of the Suite;

(iii) The worth at the time of the award (as defined in Section 1951.2(b) of the California Civil Code) of the amount by which the unpaid License Fees for the balance of the term after the award exceeds the amount of such loss for the same period that Licensee proves, could be reasonably avoided; and

(iv) The costs of re-licensing the Suite and any other amount necessary to compensate Licensor for all detriment proximately caused by Licensee's failure to perform its obligations under this Agreement or which in the ordinary course of things would be likely to result therefrom.

12. Miscellaneous

12.1. Notices. All notices, demands and other communications between the parties required or appropriate hereunder shall be in writing and sufficient if mailed, postage prepaid. All notices shall be sent to the designated recipients set forth in this Agreement. Any notices to be delivered to Licensor shall also be delivered to such other parties as may be designated in writing from time to time by Licensor. Notices required to be given by either Licensor or Licensee pursuant to the Basic Provisions of this Agreement, as well as this Exhibit A, may be given by facsimile or such other method as Licensor may from time to time determine to be reasonably practicable.

12.2 Force Majeure. Neither party shall be liable to the other party for the failure to perform any of the terms and conditions of this Agreement when such failure is attributable to: an Act of God; circumstances that would cause the Arena to become unavailable for the presentation of the Event, limit the ability of the Event or its personnel to travel or prevent Licensee from presenting any element of the Event, such as, but not limited to, the government taking possession of or limiting, restricting or prohibiting use of the Arena or public gatherings or other government rules, regulations, travel warnings or other actions, railroad, airline or bus strike or accident, failure of public utilities, common carriers, transport or other goods and services, severe weather conditions, viral outbreak, epidemic, natural hazards and other disasters, declaration of a national or state emergency, riots or civil disturbance, police action, acts of terrorism, security and/or health risks in or around the world, etc.; or any other circumstances not under the control of such party. If any such event shall cause a delay but shall not be an independent reason for cancellation of an entire Engagement or the Event, the remaining performances shall be presented, and this Agreement shall continue to be in full force and effect, except as to the number of performances. If any of the performances of the Event are prevented by Licensor by reason of any labor disputes between Licensor and any of its employees or between Licensor and any other personnel it has agreed to provide under the terms of this Agreement, Licensee is hereby authorized to contract for the necessary labor required for the Event at Licensor’s expense.

Each party acknowledges the uncertainty and lack of foreseeability related to significant public health threats and disease outbreaks in general and the COVID-19 pandemic specifically, which are not under the control of either party. This includes state, local or federal government actions that may be taken in response thereto that may impact the Event. The parties shall cooperate in good faith to determine how to proceed should any such circumstances arise. If the Event cannot take place due to such circumstances, the parties shall use commercially reasonable efforts to reschedule the Event and each party shall bear its own costs and expenses.

12.3. Governing Law. This Agreement is being delivered in and shall be performed in the State of California and shall be construed and enforced in accordance with the laws of such state.

12.4. Authorized Representative. Licensor shall be entitled to rely conclusively on the authority of the Authorized Representative to act in all matters on behalf of Licensee with respect to the Suite and this Agreement. Only one individual may be designated as Licensee’s Authorized Representative at any one time (unless otherwise agreed by Licensor).

12.5. Change in Representatives. Licensee may change the name and/or address of the Authorized Representative, the Administrator or the Notice Recipient by notice in writing to Licensor executed by the Authorized Representative (or, in the event the Authorized Representative is no longer authorized or available to sign such notice, such other person whose authorization to bind Licensee is established to the satisfaction of Licensor). Until Licensor has received a form changing such information, Licensor shall be entitled to conclusively rely on the latest designations of such persons as provided by Licensee. Licensor may change the name of the Suite Administrator by notice in writing to Licensee.

12.6. Time is of the Essence. Time is of the essence with respect to the rights and obligations of the parties to this Agreement.

12.7. Entire Agreement. This Agreement contains the complete agreement of the parties with respect to the matters provided for herein and is not intended to be modified or limited in any way by any other written instrument or oral agreement previously made or entered into by the parties hereto. In the event of an alteration or amendment of this Agreement, the alteration or amendment shall be in writing, shall specifically refer to this Agreement and shall be signed by both parties in order for the same to be binding upon the parties.

12.8. Successors and Assigns. This Agreement, and all the terms and provisions hereof, shall inure to the benefit of and be binding upon the parties hereto, their respective heirs, executors, administrators, personal representatives, successors and permitted assigns.

12.9. Severability. If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.