Purchase Agreement

ASM Global (“Manager”) and the undersigned Licensee agree as follows:

1. Licensee, Suite, Term, Fee, Deposit.
1. “Licensee” is the individual on the SuitePro reservation. Licensee address for purpose of notice is indicated on the SuitePro reservation.
2. This Agreement relates to the following Premium Experience seating selected within the reservation in the multi-purpose arena known as the “Smoothie King Center”: Suite: see reservation.
3. The term of this Agreement is:See reservation.
4. The “Fee” $ listed on reservationand INCLUDES Number of Suite Tickets included in reservation. You must purchase the minimum number of tickets your Suite will allow.
2. Payment. All payments due under this Agreement shall be made in advance to Manager.
3. Access and Use.
1. Manager’s Rights. Manager shall have the exclusive right to control the use and occupancy of the Suites and all other portions of the Smoothie King Center at all times. Manager and its officers, employees, agents and contractors (its “Personnel”) shall have access to the Suites at such times and to such extent as they, in their sole discretion, deem necessary or advisable, during Events.
2. Licensee’s Rights. Licensee shall have the right to use the Suite only for the amount of time reasonably necessary to attend Events for which Licensee holds Suite Tickets. To use the Suite for an Event, the Licensee must present appropriate Suite Tickets for the Event. The procedures for admission of Licensee and its guests, possession of tickets, normal operations and other rules governing use of the Suite shall be as set forth in the Suite Rules. No passing of tickets to non-Suite ticket holders.
3. Suite Tickets. “Suite Tickets” means tickets provided by a team or promoter for admission to the Suite designation in Section 1c for Events.
4. Suite Rules. Licensee, or its Guests (as defined below) shall comply with the Suite Rules established in Section 3e; and from time to time by Manager in its sole discretion having general application to all of the Suites (“Suite Rules”). Any violation of the Suite Rules by Licensee or any of its Guests using the Suite and/or associated amenities shall constitute a default under this Agreement. “Guests” includes officers, directors, shareholders, partners, agents, representatives, contractors, guests, employees, invitees or any other person(s) using or visiting the Suite other than Manager and its Personnel. Manager agrees to use reasonable efforts to ensure that the Suite Rules are uniformly enforced, but shall not be liable to Licensee or any of its Guests for any violation of Suite Rules. Any amounts due from Licensee to Manager under the Suite Rules shall be paid immediately upon demand to Manager. In case of a conflict between the provisions of the Suite Rules and the provisions of this Agreement, the terms of this Agreement shall prevail.
5. Licensee’s Covenants. Licensee hereby specifically agrees:
1. Not to create or permit its guests to create a nuisance, objectionable noises, odors or vibrations, suffer or commit waste, strip, damage, casualty or vandalism to the Suite or any other part of the Smoothie King Center;
2. To comply and see that its guests comply with any and all applicable governmental laws, orders, rules and regulations and with all reasonable rules and regulations adopted by Manager from time to time relating to the use of the Suite.
3. Not to engage in improper conduct while using the Suite, and to refrain from interfering with Manager’s business or the enjoyment of the Events by other patrons;
4. To abide by all ticket restrictions on use and transfer of Suite Tickets from time to time set forth in the Suite Rules or on the Suite Tickets;
5. To abide by and see that its guests abide by the rules of the designated Event and other Event sponsors and shall at all times maintain proper decorum;
6. To abide by the Suite Rules and applicable law, ordinances, rules and regulations applicable to the service and consumption of alcoholic beverages in the Suite; and observe NO SMOKING.
7. To keep and maintain the Suite in good order, repair or condition at all times, subject only to ordinary wear and tear, and to reimburse the Manager for any costs incurred in repairing any damage to the Suite or the Smoothie King Center caused by Licensee or Licensee’s guests.
4. Furnishings, Décor and Alterations.
1. FF&E. As of the start of the Term, the Manager shall have furnished and equipped the Suite with the fixtures, furnishings and equipment.
2. Alterations or Additions. Licensee agrees not make any additions or changes or alterations in the interior or exterior of the Suite or the fixtures, furnishings and equipment or the decor of the Suite.
3. Signage. No sign or other advertising may be placed or otherwise maintained or allowed to remain on the interior or exterior of the Suite.
5. Damage or Destruction of Suite or Smoothie King Center and Licensee’s Fault. If the Suite and/or any other portion of the Smoothie King Center is damaged or destroyed by the fault of Licensee or its Guests, Manager shall repair or replace, at Licensee’s expense (including Manager’s administrative fee of fifteen percent), the Suite to as good a condition as existed before such damage or destruction, reasonable wear and tear excepted. Licensee shall pay such costs within thirty (30) days after written notice from Manager.
6. Release of Liability; Indemnification; Insurance.
1. Standard of Liability. Manager shall not be liable for any personal injury or damage to or loss of property of Licensee or its Guests, the associated amenities, the Smoothie King Center or adjacent grounds or structures resulting from any cause whatsoever, unless caused by the willful misconduct or gross negligence of Manager or its Personnel. Licensee shall defend, indemnify and hold Manager, other Event sponsors or participants, State of Louisiana, Louisiana Stadium and Exposition District and their respective Personnel harmless from any liability for damages arising out of personal injury property loss or damage caused by the negligence or willful misconduct of Licensee or its Guests in or about the Suite, the Smoothie King Center or adjacent grounds or structures, or the breach of this Agreement or violation of the Suite Rules by Licensee or its Guests.
2. Manager’s Exculpation. Manager shall not be liable for any compensation, damages, or reduction of Annual Fees by reason of inconvenience or annoyance arising;
1. from entry by Manager or its Personnel into the Suite or any of the associated amenities for any business purpose; provided, however, except for emergencies, Manager will endeavor to refrain from permitting any such entering during the progress of a Game or Event; or
2. from any delay in making any repairs, or furnishing any services provided in this Agreement to the extent such delay is occasioned by act or omission of Licensee, act of God, war, civil commotion, fire, flood, other casualty, strike or other labor difficulty, shortage of labor or materials or equipment, government regulation or order or other cause not reasonably within Manager’s control.
7. Transfer of Rights in Suite and Ticket Scalping. No transferor may receive any premium in connection with a transfer of any interest in this Agreement. A “premium” is any valuable consideration, whether cash, property or other, whether or not paid at the time of transfer, the value of which exceeds the prepaid Fee noted in Section 1e. Also, Licensee agrees to abide by the State and City laws regarding scalping of tickets. The rights of any Licensee, who is found to be selling Smoothie King Center Suite Tickets in excess of their face value and in violation of the State and City scalping laws, shall be subject to ejection from the Event without any recourse or refund of monies paid to Manager.
8. Defaults and Termination.
1. Events of Default. Licensee shall be deemed to be in default under this Agreement upon the occurrence of any one or more of the following events (“Events of Default”):
1. Licensee fails to pay when due any amount to be paid by Licensee under pursuant to this Agreement.
2. Licensee fails to perform or observe any of its other obligations under this Agreement.
3. Licensee or any of its Guests engages in any illegal activity or in any repeated or continued violation of this Agreement or the Smoothie King Center Suite Regulations.
2. Remedies. Upon the occurrence of an Event of Default, Manager may, at its option and without notice to Licensee, terminate the right of Licensee to use the Suite and all other rights or privileges of Licensee under this Agreement.
3. Damages and Fees. Following any termination, Manager shall be entitled to recover immediately the following amounts as damages: the costs incurred by Manager in enforcing its rights under this Agreement including, without limitation, the cost of any clean up, refurbishing, removal of Licensee’s property and fixtures, and any other expenses occasioned by Licensee’s failure to vacate the Suite upon termination and to leave the Suite in the required condition, including, without limitation, attorney’s fees, court costs, broker commissions and advertising costs.
9. Force Majeure. Neither Manager nor Licensee shall be obligated to perform any of their respective obligations under this Agreement if such performance is prevented by fire, earthquake, flood, act of God, inevitable accident, epidemic, quarantine, restriction, governmental action, act of public enemy, strike or labor dispute, or by reason of any other matter or condition beyond the reasonable control of either party.
10. Notices. All notices, demands and other communications between the parties required hereunder shall be in writing and deemed given upon personal delivery, confirmed telephone facsimile transmission (“fax”), or if mailed, postage prepaid, to the respective addresses and fax numbers as set forth below for the Manager or in Section 1b for the Licensee or as the same may be changed by a party by notice to the other as provided in this Agreement.

If to Manager:

SMG

Smoothie King Center

Post Office Box 52439

New Orleans, Louisiana 70152

Attention: Sales Department

Fax #: (504) 587-3848

If to Licensee: See Section 1b.

11. Entire Agreement. This Agreement contains the entire agreement of the parties in respect of the matters set forth in this Agreement and supersedes all prior and contemporaneous agreements, and understandings, whether written or oral, relating to the subject matter of the Agreement. No representation, promise, inducement, or statement of intention has been made by either party that is intended to survive the execution of this Agreement and is not embodied in this Agreement.