Purchase Agreement

SUITE TERM: This Agreement (the term “Agreement” includes this Agreement and Exhibits attached hereto) sets forth the terms and conditions of the Suite License (the “License”) granted to the person or entity executing this Agreement as the licensee (the “Licensee”) by Forty Niners SC Stadium Company LLC (the “Licensor”). Subject to the terms and conditions of this Agreement, the License granted hereby relates to a luxury suite (the “Suite”) at Levi's® Stadium (“Stadium”).

SUITE BENEFITS: Licensee shall receive the specified number of admission tickets (the “Minimum Number”) for seats in the Suite for the Event and the specificed number of standing room tickets (“SRO Tickets”) to the Suite for the Event. In furtherance of the above and any other costs incurred pursuant to this Agreement, Licensee agrees to provide a valid credit card.

Licensor will provide Licensee with the specified number of parking passes for the Event at no additional cost. Subject to availability, Licensee may purchase additional parking passes as determined by Licensor.

FEE: The "License Fee" payable by Licensee to Licensor for the Event is payable in full upon execution of this Agreement.

FOOD AND BEVERAGE: Licensor will provide select food and beverage services in Licensor’s sole discretion, either by Licensor or by a caterer designated by Licensor, at no additional cost to Licensee. Licensee will have the option of additional food and beverage service in the Suite at the prevailing rates established by the Licensor’s designated caterer, to be billed directly to Licensee. No food or beverages other than those purchased from such designated caterer or from the concessionaires in the Stadium may be brought into or be prepared or consumed on the Suite.

TERMS AND CONDITIONS: Licensee acknowledges and agrees to be bound by this Agreement. All Exhibits attached to this Agreement are incorporated herein and deemed a part hereof for all purposes. Any capitalized terms used in this Agreement shall have the meaning ascribed to such term wherever defined in this Agreement.

EXHIBIT A
TERMS AND CONDITIONS

1. GRANT OF LICENSE. Upon payment of the License Fee set forth in the Agreement, Licensee shall be entitled to the exclusive privilege and right to use the Suite during the Event. This License is granted upon and subject to the provisions of the Agreement. Licensee agrees and acknowledges that this Agreement constitutes a license and not a lease, easement or other right to use or possess the Suite. Licensee shall have no real property interest in the Suite, the Stadium or the parking lots.
2. FURNISHINGS, DÉCOR AND ALTERATIONS. The Suite shall be furnished and equipped with such fixtures, furnishings, and equipment as Licensor shall determine. Licensee shall not make any additions or alterations in the interior or exterior of the Suite or the fixtures, furnishings and equipment therein.
3. TAXES. Licensor agrees to pay all taxes associated with entering into this Agreement, including but not limited to all parking, ticket and sales taxes imposed by the City of Santa Clara and the State of California at the venue. Licensor agrees to remit all taxes collected by the Licensor to the proper taxing authority.
4. CLEAN-UP. The Licensor will be responsible for ordinary repairs and maintenance to the interior and exterior of the Suite (including ordinary cleaning, sweeping, vacuuming, trash removal, and dusting). Licensee takes the Suite in its “As-Is” condition.
5. OBLIGATION TO PAY. Except as otherwise set forth herein, the obligation of Licensee to pay the License Fee, food and beverage concessions charges (excluding food and beverage consumed as part of the passes to Michael Mina’s Tailgate at Bourbon Steak and Pub), or other sums due to Licensor, Licensor’s concessionaires, Forty Niners Football Company LLC (the “Team”), or any Event Sponsor, is independent of the liabilities or limitations of Licensor under the Agreement. Licensee shall promptly make all such payments due without any deductions, set offs, or counterclaims against such payments on account of any breach or default by or claims against Licensor or otherwise, or any breach or default by or claims against any concessionaire, the Team, or any Event Sponsor. Licensee shall make all payments due to Licensor’s concessionaires, the Team, or any Event Sponsor without any deductions, setoffs, or counterclaims against such payments on account of any breach or default by or claims against Licensor.
6. LATE FEE. Any License Fee or other monetary obligation under the Agreement not paid to Licensor by the date specified in the Agreement shall bear interest accruing from such date at the rate of one percent (1%) per month or the highest rate permitted by law, whichever is less.
7. COVENANTS OF LICENSEE. Licensee covenants and agrees with Licensor as follows:
   1. Except for ordinary wear and tear, Licensee shall keep and maintain the Suite in good repair, order and condition and will reimburse the Licensor for the repair of any damage caused to the Suite or the Licensor’s property in the Suite by Licensee or any of Licensee’s guests or invitees.
   2. Licensee shall abide by, and shall notify and require its guests and invitees to abide by, such rules and regulations as Licensor or the Stadium Manager shall establish from time to time concerning the use and occupancy of the Suite and the Stadium.
   3. Licensee and Licensee’s guests and invitees shall at all times maintain proper decorum while using the Suite. Licensee shall be held responsible for its actions as well as those of its guests and invitees, including, but not limited to, actions arising from the consumption of alcoholic beverages. Should Licensee or any of Licensee’s guests or invitees create a disturbance or cause objects to be thrown or dropped from the Suite, the Licensor shall have the right to eject the parties responsible for such action, or all the persons in the Suite, from the confines of the Stadium, or exercise any of the Licensor’s rights upon default, including, without limitation, termination of the Agreement. Licensee and Licensee’s guests and invitees shall comply with all applicable present and future State, federal, County, City, local laws, ordinances, orders, rules and regulations and any rules and regulations promulgated by the National Football League (“NFL”) and shall not permit any violation thereof.
   4. Licensee and Licensee’s guests and invitees shall not bring into the Stadium any alcoholic or intoxicating beverage, any illegal drugs or, except as prescribed by a licensed physician, any controlled substance.
   5. Licensee and Licensee’s guests and invitees shall not permit the Suite to be used for any illegal, improper, immoral or objectionable purpose, or in any way obstruct or interfere with the rights of any other licensees.
   6. Licensee and Licensee’s guests and invitees shall not film, record or transmit from the Suite all or any portion of any football game or other event, or any description thereof, by and means (including without limitation radio or television broadcasting, whether broadcast “live” or by means of film, tape or other technology, including, but not limited to, camera and video-enabled cellular telephones).
   7. Licensee shall be entitled to use the Suite only at times for which the appropriate tickets for admission to the Suite are presented and the Stadium is open for use by the general public. Licensee shall be bound by and shall observe the terms and conditions upon which tickets for admission to the Stadium have been issued by the Licensor of the Event including, without limitation, policies with respect to cancellation or postponement of the Event. If access to the Suite is otherwise permitted herein, Licensee shall have access to the Suite at the time the Stadium is open to the public for the Event and shall be required to leave the Suite and the Stadium within one hour after the conclusion of the Event.
8. DEFAULT. In the event Licensee fails to pay when due any amounts to be paid by Licensee pursuant to the Agreement (including, without limitation, the License Fee, concession and catering charges, ticket charges) or otherwise defaults in the performance or observation of its duties, covenants and obligations under the Agreement, Licensor may, in addition to all other rights and remedies it may have at law or in equity, at its option: (a) withhold distribution of tickets to Licensee for the Event until such time as such default is cured; or (b) if Licensee shall fail to cure a payment default within ten (10) days after written notice from Licensor or any other default within twenty (20) days after such notice, Licensor may terminate the right of Licensee to the use and possession of the Suite and all other rights and privileges of Licensee under the Agreement and declare the entire unpaid balance of the License Fee immediately due and payable, whereupon Licensor shall have no further obligation of any kind to Licensee.
   
   The foregoing remedies of Licensor shall not be to the exclusion of any other right or remedy set forth in the Agreement or otherwise available to Licensor at law or in equity. Licensee will be responsible for all attorneys’ fees and costs incurred by Licensor in the enforcement of this Agreement, whether or not litigation is actually commenced, including in connection with any appellate proceedings. LICENSEE HEREBY UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM RELATING TO OR ARISING OUT OF THE AGREEMENT.
   
   No waiver by Licensor of any default or breach by Licensee of its obligations under the Agreement shall be construed to be a waiver or release of any other subsequent default tor breach by Licensee under the Agreement, and no failure or delay by Licensor in the exercise of any remedy provided for in the Agreement shall be construed a forfeiture or waiver thereof or of any other right or remedy available to Licensor.
9. STRIKES, DAMAGES, DESTRUCTION, ETC.
   1. Work Stoppage. In the event of any strike, lock-out or other labor disturbance which results in the cancellation of the Event (specifically including, but not limited to, NFL player’s strikes and NFL owner’s lock-outs), and should such Event not be rescheduled, the License Fee shall be refunded for the canceled Event and neither party shall have any further obligation to the other.
   2. Damage or Destruction. In the event of any damage to or destruction of the Suite or the Stadium which renders the Suite or the Stadium unusable for the Event, the License Fee shall be refunded for the canceled Event and neither party shall have any further obligation to the other.
10. ACCESS BY LICENSOR. Licensor and its agents and employees shall have access to the Suite to the extent deemed necessary by Licensor (a) for the performance of its obligations under the Agreement and for any and all purposes related thereto (b) to investigate any suspected violations of the terms and conditions of the Agreement, or (c) otherwise in connection with the ownership of the Suite. Licensee shall not interfere with Licensor’s right of access by installation of additional or changed locks or otherwise restrict or impede the rights of access reserved in this Section 10 to the Suite.
11. DISCLAIMER OF LIABILITY. None of Licensor, the Team or any Stadium manager designated by Licensor (the “Stadium Manager”), the City of Santa Clara, California (the “City”), the Santa Clara Stadium Authority (“Stadium Authority”) or any of their affiliates (together the “Licensor Parties”) or any of their respective officers, partners, employees, directors, members, owners, managers or agents (together with the Licensor Parties, the “Licensor Acting Parties”) will be liable or responsible for any loss, damage, or injury to any person or to any property of Licensee or Licensee’s guests or invitees in, around or upon the Stadium or any Stadium parking areas, resulting from any cause whatsoever, unless due to, and only to the extent of, the gross negligence or the willful misconduct of one of the Licensor Acting Parties and then only the Licensor Acting Parties who have committed such gross negligence or willful misconduct will be liable.
    
    IN ADDITION, LICENSEE AGREES TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR ACTING PARTIES (also known as the “INDEMNITEES”), FROM AND AGAINST ANY LIABILITY, LOSSES, CLAIMS, DEMANDS, COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES AND LITIGATION EXPENSES, ARISING OUT OF ANY PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING IN, AROUND OR UPON THE STADIUM OR ANY STADIUM PARKING AREAS: (I) IN CONNECTION WITH LICENSEE’S OR LICENSEE’S GUEST’S OR INVITEE’S USE OR OCCUPANCY OF THE SUITE, OTHER STADIUM AREAS OR ANY STADIUM PARKING AREAS, REGARDLESS OF WHETHER SUCH PERSONAL INJURY OR PROPERTY DAMAGE WAS CAUSED BY OR RESULTS FROM, IN WHOLE OR IN PART, THE NEGLIGENCE OR OTHER FAULT OF ANY INDEMNITEE, WHETHER SOLE, JOINT, ACTIVE OR PASSIVE, EXCEPTING FROM THIS INDEMNITY ONLY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE AND EXCEPTING ONLY AS TO SUCH INDEMNITEE, OR (II) DUE TO ANY CONTRAVENTION BY LICENSEE OR LICENSEE’S GUESTS OR INVITEES OF THE PROVISIONS OF THE AGREEMENT OR OF ANY APPLICABLE LAWS, RULES, REGULATIONS OR ORDERS. ALL INDEMNITEES ARE DEEMED TO BE THIRD PARTY BENEFICIARIES TO THESE INDEMNIFICATION PROVISIONS, AND ARE ENTITLED TO ENFORCE THESE PROVISIONS AGAINST LICENSEE.
    
    With respect to any claim by Licensee under or in connection with this Agreement, Licensee specifically agrees that its sole and exclusive remedy at law or in equity shall be to a refund of any prepaid License Fees, it being agreed that none of the Licensor Acting Parties will ever be personally liable on account of such claim. In no event will any of the Licensor Acting Parties ever be liable to Licensee for any indirect, special or consequential damages suffered by Licensee or any of its guests, for whatever cost.
12. MISCELLANEOUS.
    1. Upon the expiration of the Event or upon the earlier termination of the Agreement, Licensee shall surrender possession of the Suite to Licensor in the condition in which it was originally delivered to Licensee, except for the normal wear and tear, and damage caused by casualty or force beyond the control of Licensee or Licensee’s guests or invitees.
    2. The use of the admission tickets, parking passes, or any access passes shall be solely and exclusively for the use and enjoyment and entertainment of Licensee. Licensee shall not cost-share, co-license, sell, assign, sublicense, pledge, transfer or otherwise alienate or encumber the Agreement, or any of Licensee’s right and obligations under the Agreement or the Suite, without the prior written consent of Licensor. Any attempted sale, assignment, sublicense, pledge, transfer or encumbrance in contravention of the foregoing shall be null and void and of no effect.
    3. It is understood that Licensor may pledge, assign or otherwise encumber Licensor’s rights in the Agreement as security for financing for the Stadium or other facilities operated by Licensor, to any successor owner of the Team, or for other purposes of Licensor, all without obtaining Licensee’s consent, and that, in such event, the Agreement and the rights and interests of Licensee hereunder shall be subordinate thereto.
    4. All notices, demands and other communications between the parties required or appropriate hereunder shall be in writing and deemed given if mailed, postage prepaid, to the respective addresses set forth in the Agreement, or to such other address as may be designated by either party, from time to time, in writing; provided that notices, demands and other communication to Licensee may be given by email if Licensee has consented to such delivery.
    5. THE AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS, AND ALL OBLIGATIONS OF ANY PARTY HEREUNDER SHALL BE PAYABLE AND PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO SHALL BE IN, SANTA CLARA COUNTY, CALIFORNIA. THE AGREEMENT SHALL AT ALL TIMES BE SUBJECT TO THE RULES AND REGULATIONS OF THE NFL.
    6. The Agreement contains the entire agreement of the parties with respect to the matters provided for therein, and shall supersede any written instrument or oral agreement previously made or entered into by the parties to the Agreement, specifically including, but not limited to, any representations, advertising or marketing materials distributed (in any form) by Lessor and/or its agents. In the event of a conflict between the first page of the Agreement and any Exhibit, the terms of the Exhibit will control.
    7. The Agreement, and all the terms and provisions thereof, shall inure to the benefit of and be binding upon the parties thereto, and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. No amendment or modification to the Agreement shall be effective unless the same is in writing and signed by both Licensor and Licensee.

EXHIBIT B
AFFIRMATIVE CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS

The Licensee executing this consent in the space below (“You”) acknowledges that Licensor, Team, Stadium Authority and third parties who may offer or promote stadium events (collectively “We” or “Us”) may want to contact You regarding Your stadium License or notify You of conditions, events and promotions relating to the Stadium. Our contact with You may involve sending You emails or other electronic communications. In order to ensure that We have obtained Your affirmative consent to receive these communications, You agree as follows:

1. You agree that We can send email and other electronic communications to You at the email address set forth below and it will be deemed to be adequate notice under the Suite License Agreement. You agree to promptly inform Us of any change to Your email address or other addresses. You agree that We can rely upon the information concerning the electronic addresses You have provided to Us.
2. We may also send communications to You concerning the following subjects:
   1. Changes in the times or other details of any Stadium events;
   2. Security procedures and policies, and any security alerts;
   3. Parking, traffic, or other transportation issues relating to the Stadium;
   4. Events (such as concerts and sporting events) scheduled at the Stadium;
   5. Information relating to Your license, such as renewals and special offers, including any right to purchase tickets to events and procedures for distribution or tickets to events;
   6. Offers for affiliated products and services;
   7. Rules, regulations and procedures regarding use of the Stadium or parking for events at the Stadium; and
   8. Other special circumstances in which We may need to contact You.

   We will use commercially reasonable efforts to provide accurate information to You, and to ensure that the information is delivered to You. However, We cannot guarantee that all communications are error-free or that the messages will in fact be delivered.

3. You may revoke Your agreement to receive email and other electronic communications from Us by making a request, either by using the unsubscribe function in the message You receive from Us or by advising Us in writing at 4949 Marie P. DeBartolo Way, Santa Clara, California 95054. Note that if You revoke your authorization, You may not receive important information from Us concerning your license.
4. This consent does not change any other agreement between You and the 49ers Entities.