Purchase Agreement

This Suite Use License Agreement (the “Agreement”) is between SMG, a Pennsylvania general partnership, with an address at 300 Conshohocken State Rd. Suite 770, West Conshohocken, PA 19428 (“SMG”), and the undersigned (the “Licensee”).

Grant of License:

SMG is the manager of a facility commonly known as U.S. Bank Stadium, located at 401 Chicago Avenue South, Minneapolis, MN 55415, which is owned by Minnesota Sports Facilities Authority. Licensee desires to use a portion of the facility, as set forth below, for the purposes stated herein. Accordingly, SMG desires to grant to Licensee, and Licensee hereby accepts from SMG, a license to use certain areas of the Facility in accordance with the terms and conditions set forth herein.

SMG hereby grants Licensee the use of the following Authorized Area(s) at U.S. Bank Stadium during the below specified event (the “Event”) and for the period before and after the Event when U.S. Bank Stadium is open to the general public:

License Fee:

Licensee shall pay a license fee (the “Licensee Fee”) equal to the purchase price . All License Fees are due with the signed Agreement at the time of purchase.

No Subleasing; No Sale of Tickets:

Neither the licensed suite nor any part thereof shall be assigned or subleased without prior written consent of SMG. Any such unauthorized attempt shall be null and void and shall cause a termination of this Agreement. Neither Licensee nor any distributee of any tickets or parking passes issued to, or purchased by, Licensee under this Agreement shall be permitted to sell such tickets or parking passes.

Cancellation Policy:

If Licensee cancels any suite rental covered by the suite agreement, Licensee acknowledges SMG will not issue any refund or exchange. Exceptions will not be made for travel conditions, family emergencies and other external factors to U.S. Bank Stadium that are beyond the control of SMG. All suites purchased for events should be considered as “rain or shine” final purchases.

If an event is canceled and not rescheduled, SMG will provide a full refund to the Licensee for the suite rental shown in the suite agreement. Shipping charges are non-refundable. If an event is canceled, SMG will not refund incidental expenses that the Licensee may have incurred as a result of plans to attend the event including, but not limited to, transportation expenses, hotel reservations, or rental car costs. SMG is not responsible for the actions of any event organizer when an event is canceled. If an event is postponed or rescheduled, the Licensee should retain their suite rental agreement. In most cases, the original suite purchase will be honored for the new event date. Refunds or exchanges will not be made for postponed or rescheduled events. It is the responsibility of the Licensee to verify information regarding rescheduled event dates and times prior to attending. SMG will not be responsible for incidental expenses related to a rescheduled event.

Food & Beverage:

If Licensee elects to cater the suite, Licensee shall be obligated to purchase food and/or beverage from M Hospitality, the exclusive caterer of U.S. Bank Stadium. No food or beverage other than that purchased from the exclusive caterer may be prepared or consumed on the premises. All food and beverage arrangements must be made directly with M Hospitality and their catering staff. SMG is not responsible for any catering services. Licensee shall be solely responsible for, and shall promptly pay to M Hospitality, all bills for food, beverages, and services furnished, sold, or rendered by them in connection with the use of U.S. Bank Stadium, as well as any service fees and applicable taxes.

Liability:

To the extent permitted by law, including the Minnesota Tort Claims Act, Minn. Stat. Section 3.3736, Licensee shall be solely liable for any and all losses, liabilities, claims, damages and expenses occurring at the Facility, whether within or outside the Authorized Area(s), caused to SMG, Minnesota Sports Facilities Authority, and/or persons and/or property in, on, or near the Facility before, during, or after the Event by (i) Licensee’s failure to comply with any and all federal, state, foreign, local, and municipal regulations, ordinances, statutes, rules, laws, constitutional provisions, and common laws (applicable to Licensee’s performance of this Agreement), (ii) any unlawful acts on the part of the Licensee and its guests, (iii) the negligent acts, errors, and/or omissions or the willful misconduct of Licensee and its guests, and (iv) the material breach or default by Licensee of any provisions of this Agreement.

Indemnification:

To the extent permitted by law, including the Minnesota Tort Claims Act, Minn. Stat. Section 3.3736, Licensee shall indemnify, defend, and hold harmless SMG, the State of Minnesota, Minnesota Sports Facilities Authority, Minnesota Vikings Football, LLC, and their respective officers, directors, agents, and employees from and against any and all losses arising from personal or bodily injury to or death of persons or damage to the property of SMG or Minnesota Sports Facilities Authority to the extent caused by the negligent acts, errors, and/or omissions or the willful misconduct of the Licensee or guests.

Force Majeure:

If the Facility is damaged from any cause whatsoever or if any other casualty or unforeseeable cause beyond the control of SMG, including, without limitation, acts of God, fires, floods, epidemics, quarantine restrictions, terrorist acts, strikes, labor disputes, failure of public utilities, or unusually severe weather, prevents occupancy and use, or either, as granted in this Agreement, SMG is hereby released by Licensee from any damage so caused thereby.

Without limiting the foregoing, SMG may, in its discretion and for any reason, elect to move Licensee from the suite to a replacement suite for the Event, in which case, the replacement suite shall be considered to “Authorized Area” for the purpose of this Agreement.

Miscellaneous:

This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota. If any provisions of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected, but shall continue to be valid and enforceable to the fullest extent permitted by law. This Agreement contains the entire agreement of the parties with respect to the matters provided for herein, and shall supersede any and all prior agreements, understandings, representations and statements, oral or written. No amendment or modification to this Agreement shall be effective unless the same is in writing and signed by both SMG and Licensee. This Agreement, and all the terms and provisions hereof, shall inure to the benefit of and be binding upon the parties hereto, and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. The nature of the interest granted herein is a license only. The parties intend that no tenancy, leasehold estate, easement or interest other than a license be created hereby. Licensee shall be responsible for all attorneys’ fees and costs incurred by SMG in the enforcement of this Agreement whether or not litigation is actually commenced and including any appellate proceedings. Licensee hereby waives trial by jury.