Purchase Agreement

Use. Subject to the terms and conditions herein, SPAC grants to Licensee a revocable license to use the Suite, Loge, or Loge Rail(s) stated on the cover page (“Cover Page”) of this Agreement (the “Licensed Area”) for the sole purpose of attending the concert, sporting event, or other event open to the general public (the “Event”) listed on the Cover Page. Licensee will be entitled to use the Licensed Area to view the Event (starting when the Arena opens to the general public for the Event and ending no later than 30 minutes after the Event). Each occupant of the Licensed Area must have a Licensed Area admission ticket for the Event in their possession while in the multipurpose arena facility located at 199 W. Kellogg Blvd., St. Paul, MN 55102 (the “Arena”). Catering (Suites Only). Licensee may order food, beverages and other items for the Event, at Licensee’s expense, at Saint Paul Arena Company, LLC (“SPAC”) then prevailing prices, through SPAC’s designated caterers. Licensee will prevent food or beverages that are not purchased from SPAC’s designated caterer from being brought into the Suite. Licensee will prevent alcoholic beverages from being removed from the Suite. Regulations and Legal Requirements. Licensee will, and will cause each of its invitees to, comply with the Regulations and all applicable legal requirements while at the Arena (including maintaining proper decorum and keeping the Licensed Area in good repair and condition). Licensee will ensure that at least one person that is 21 years of age (or older) is in the Licensed Area at all times when Licensee or its invitees occupy the Licensed Area. Licensee will prevent all persons under the legal drinking age from consuming any alcoholic beverage from, in or around the Licensed Area. SPAC will control all Licensed Area access. SPAC and its representatives may enter the Licensed Area at any time and also may remove any person that is violating or has violated any term of this Agreement, any Regulation or any applicable legal requirement. SPAC may prohibit the consumption of alcoholic beverages in the Licensed Area at any time. ‘Regulations’ means the rules and regulations promulgated by SPAC, its affiliates, the NHL’s Minnesota Wild franchise (the “Team”), any sports league, conference or association, or promoters of events regarding use of suites in the Arena, each as amended or modified from time to time (including any policy of the issuer of any tickets regarding cancellation or postponement of an event). Alterations and Property. Licensee will not (a) make any addition or change to the Licensed Area, (b) remove any furnishing, equipment or other property of SPAC from the Licensed Area or (c) display any sign or other item that is visible from the Licensed Area’s exterior. SPAC is not responsible for any property left in the Licensed Area. SPAC may retain or dispose of any property in any manner permitted by law. Payments. In consideration of the license granted hereunder, Licensee agrees to pay the sum set forth on the Cover Page (the “License Fee”), plus all costs incurred by Licensor in connection with Licensee’s use of the Licensed Area, including, without limitation, costs incurred for the provision of food and beverage and any additional services as requested by Licensee at the time ordered by a major credit card acceptable to SPAC. Licensee will pay all sales, use or similar taxes or fees relating hereto. Licensee will pay to SPAC a late charge on all payments received by SPAC after the applicable due date, calculated at the rate of 1.5% of the amount due, for each month or fraction thereof, starting on the date due until the date paid. Failure to pay the License Fee within forty-five (45) days of the Event, may result in Licensee’s inability to use the Licensed Area (as such is determined in SPAC’s sole discretion). Security Deposit. Licensee acknowledges and agrees that it shall be responsible for any damage it causes to the Licensed Area and expressly authorizes SPAC to charge the credit card it has on file for any repair or other costs associated with Licensed Area damage caused by Licensee’s use. Relocation; Termination. Licensee hereby acknowledges that SPAC, at its discretion, reserves the right to modify, alter, or otherwise relocate the proposed Licensed Area if necessary. If Licensee fails to pay any amount due under this Agreement within five (5) days after the date due, then SPAC may (in its discretion), without limiting its other rights or remedies, terminate this Agreement and retain any portion of the License Fee it has received. Indemnification; Assumption of Risk. No Arena Party will be liable for, and Licensee hereby irrevocably releases each Arena Party from and waives any right regarding, any claim, loss, expense (including attorneys’ fees), damage or injury (each a ‘Claim’) of or to Licensee, its invitees or any other person or property in or around the Arena, relating to or arising out of any cause, including negligence, bodily injury, criminal conduct or interruption of utilities. Licensee will indemnify, defend and hold harmless each Arena Party from and against any Claim relating to or arising out of (a) any breach hereof by Licensee or (b) Licensee’s or any of its invitee’s use of the Licensed Area (including the cost to repair any damage, normal wear and tear excepted, to the Licensed Area or its contents and including extraordinary maintenance or cleaning). Licensee hereby waives all rights of subrogation against any Arena Party relating to or arising out of damage to any property of Licensee in the Arena. Licensee and its invitees assume all risks and danger incidental and related to hockey and other events, including injury by a ball, puck, other patron or stick. The Arena Parties, any sports league and any other sports teams playing in the Arena, and other persons producing, performing or participating in any event are not liable for any injury attributable to such risk or danger. Arena Party(ies) means SPAC and all of its affiliates, all of SPAC’s and such affiliates’ partners, members, owners, employees, officers, directors, managers and agents, the Team and the City of Saint Paul. Force Majeure. If, by reason of a Force Majeure, a full or partial cancellation or postponement of the Event occurs, the Licensed Area is unavailable for use or SPAC is otherwise unable to perform any obligation hereunder, then SPAC will not be liable in any respect. ‘Force Majeure’ means any riot, act of terrorism, civil insurrection, strike, lockout, other labor disturbance, act of God, act of war, natural disaster, inclement weather or any other event or circumstance beyond SPAC’s reasonable control. Notwithstanding the above, in the event of a Force Majeure that results in the cancellation of the Event, SPAC shall refund the License Fee to Licensee within a commercially reasonable time period. Interpretations. In this Agreement: (a) headings are for reference and will not affect the meaning hereof; (b) ‘herein,’ ‘hereunder’ and similar words refer to this Agreement as a whole; (c) ‘include,’ ‘including’ and variations thereof are deemed to be followed by the words ‘without limitation’; (d) ‘person’ includes any individual, trust, corporation, partnership, limited liability company, joint venture, other business association or entity, government or governmental body, division or other unit; (e) all rights and remedies of SPAC are cumulative and may be exercised and enforced concurrently or separately; (f) this Agreement will not be construed as a lease or sublease or to create any interest in real property; (g) termination of this Agreement terminates Licensee’s rights regarding the Licensed Area; however, such a termination is not an election of remedies and, further, all rights and obligations hereof that by their nature survive such a termination will so survive until fully performed (including regarding payments and indemnification); (h) this Agreement will be governed and construed under the laws of the State of Minnesota, without giving effect to principles of conflicts of law; (i) this Agreement may be executed in one (1) or more counterparts, all of which together constitute one (1) instrument; and (j) this Agreement is the entire agreement between the parties and supersedes any prior understanding or agreement regarding the subject matter hereof, and no amendment or waiver hereof is valid unless in writing and signed by each party. Transfers. Licensee must not assign, delegate or otherwise transfer this Agreement or any right or obligation (including by selling a ticket or parking pass) of Licensee hereunder (each a ‘Transfer’), except that Licensee may give tickets or parking passes to its invitees without charge. Any attempted Transfer by Licensee is void and a breach hereof by Licensee. City of Saint Paul Exculpatory Terms. Licensee acknowledges: that this Agreement imposes no contractual obligations upon the City of Saint Paul or its Civic Center Authority (collectively, ‘City’), unless, until and only if the City expressly assumes in writing the obligations of SPAC hereunder pursuant to the provisions of that certain Second Amendment to the Arena Lease Agreement by and between Minnesota Hockey Ventures Group, LP and the City dated April 8, 2019 (as amended, the ‘Lease’); that in the event of a default or breach under this Agreement, of any kind or nature whatsoever, Licensee must look solely to SPAC at the time of the default or breach for remedy or relief; and that no member, officer, employee, agent, independent contractor or consultant of the City will be liable to Licensee or any successor in interest to Licensee, in the event of any default or breach by the City under the Lease or of any other obligation under the terms of this Agreement; that SPAC is not and will not act as an agent of the City or in any manner contract for or bind the City; and that upon the termination of the Lease, this Agreement may, at the option of the City, to be exercised upon written notice to Licensee, also be terminated without any right of claim against the City, its elected officials, commissioners, directors, officers, agents, employees, independent contractors or consultants.