Purchase Agreement

EVENT SUITE LICENSE AGREEMENT

This event suite license agreement (the “Agreement”) is made effective July 1, 2023, between KG (US) Oilers Corp dba Bakersfield Condors (the “Condors”) with offices located at 1001 Truxtun Ave, Bakersfield, California, 93301, and the Licensee. For and in consideration of the mutual covenants and agreements set forth herein, the Condors and the Licensee agree as follows:

1. Grant of License. The Condors grants a license to the Licensee for the right to use the Suite located at Mechanics Bank Arena, Bakersfield, California (the “Arena”) on the terms and conditions set forth herein and subject to the rules and regulations established by the Condors pertaining to the use of the Suite attached to this Agreement as Schedule “A”(the “Rules”). In addition to the attached Rules, the Licensee acknowledges and agrees that the Condors may, from time to time, in its sole discretion, reasonably modify, amend, supplement, update and delete guidelines within the Rules. Notice of any changes to the Rules shall be given in such manner as the Condors may elect. The Licensee further acknowledges that the Condors has the right to designate the time prior to and after the Event during which the Licensee may use the Suite and that the Condors will designate these times prior to the Event.
2. Licensee Passes and Parking. Subject to the terms and conditions hereof, the Condors shall provide the Licensee with the number of tickets of admission on the sign-up page which by its terms admits the bearer to the Arena, Suite Level and Suite (the “Suite Tickets”) and parking passes in the parking garage adjacent to the Arena (the “Parking Passes”), (collectively, the “Licensee Passes”) for the Event on the Event Date. The Condors may, at its sole discretion, make additional Suite Tickets available for purchase by the Licensee for any Event on terms set by the Condors. The total number of Suite Tickets issued for the Suite for any Event shall not exceed maximum capacity of the Suite as established by the Arena from time to time.
3. License Fee. Upon the execution of this Agreement, the Licensee shall pay the non-refundable License Fee. The Licensee must provide the Condors with a valid credit card number and expiry date.
4. Use of Suite. The Licensee and the Licensee’s guests and invitees (the “Licensee Guests”) shall be entitled to use the Suite only for the purpose of viewing the Event and only during the hours of the Event set forth in the Rules (“Event Hours”).

   The Licensee and all Licensee Guests shall be bound by the terms and conditions upon which Licensee Passes are issued including, without limitation, any policy adopted by the issuer of such Licensee Passes with respect to the cancellation or postponement of the Event.

   In addition to the terms of this Agreement, the Licensee acknowledges that the Condors may, from time to time, establish rules and regulations governing use of the Arena including without limitation the Suite. The Condors may from time to time in its sole discretion modify, amend, supplement, update and delete any rules and regulations. Without limiting the generality of the foregoing, such rules and regulations may, among other things, establish standards of behavior for Arena patrons and limitations on access to and use of common areas and any other areas in the Arena. Notice of any such rules and regulations shall be given in such manner as the Condors may elect.

   The Licensee hereby agrees to comply and ensure the Licensee Guests comply with this Agreement, the Rules, and any rules, regulations and procedures for the Arena.

5. Care of Suite. The Licensee shall leave the Suite in reasonable order after the Event and shall be liable to the Condors to repair any damage caused by the Licensee or any Licensee Guests. Prior to the Event Date, the Licensee shall provide the Condors with a valid credit card number, which the Condors may use to charge damage to the Suite caused by the Licensee or any Licensee Guests upon prior written notice to the Licensee.

   The Licensee shall not remove or alter any fixtures, furnishings, and equipment or other personal property in the Suite.

   The Licensee and all Licensee Guests shall maintain proper decorum while using the Suite, shall abide by and observe the Rules including, without limitation, prohibiting the consumption of any alcoholic beverages by any person under 21 years of age and prohibiting the occupation of the Suite by persons under 21 years of age without the presence at all times of a person over 21 years of age.

   The Licensee hereby acknowledges and agrees that it shall not have the right to remove any alcoholic beverages from the Suite at any time regardless of whether any bottle, can or other container of the same has ever been opened, and the Licensee further agrees to leave any and all such alcoholic beverages in the Suite at the end of the Event. Any alcoholic beverages left in the Suite at the end of the Event shall be deemed to have been abandoned and the Condors shall have the right to dispose of the same in accordance with applicable laws without any obligation to pay or otherwise reimburse the Licensee for such items.

   The Condors shall not be responsible for any personal property of the Licensee or any Licensee Guests left in the Suite.

6. The Condors may terminate this Agreement at any time, upon written notice to the Licensee.

   If the Event is cancelled, then this Agreement shall be terminated, and the entire License Fee shall be returned to the Licensee.

7. Surrender of Suite. Any personal property owned by the Licensee and remaining in the Suite after the end of the Event may, at the option of the Condors, be deemed to have been abandoned and may be disposed of by the Condors in accordance with applicable law.
8. Access by the Condors. The Licensee shall be admitted to the Suite during Event Hours by a representative of the Condors. The Condors shall retain all keys to the Suite and all locks therein and the Licensee shall not receive any keys to the Suite or any locks therein.

   The Condors and its officers, agents, employees, subcontractors and representatives shall have access to the Suite during Event Hours for such purposes and to such extent as the Condors shall, in its sole but reasonable discretion, deem necessary or appropriate, including, without limitation, to investigate any violation of the provisions of this Agreement, the Rules or any applicable governmental laws and regulations. The Licensee shall not restrict or impede the Condors’ access to the Suite or any part thereof, including cabinets, in any manner.

   The Condors and its agents, affiliates, employees and subcontractors (“Condors Agents”) reserve the right to remove from the Suite and the Arena the Licensee, Licensee Guests, or any persons who, in the sole discretion of the Condors or any Condors Agents, are (i) conducting themselves in an objectionable manner or (ii) in violation, real or apparent of the terms and conditions of this Agreement or of any Rules.

   The Licensee hereby waives any and all claims for damages arising from the exercise of such right and the Licensee shall be liable to the Condors and Condors Agents for, and shall indemnify and save harmless, the Condors and Condors Agents from and against all costs, damages, claims, liabilities, actions, proceedings, demands, and expenses of whatsoever nature or kind arising which they may sustain, pay or incur, or which may be brought or made against them, as a result of, in connection with or from the exercise of such right. This section shall survive the expiration or termination of this Agreement.

9. Indemnification. The Licensee shall defend, indemnify and hold harmless the Condors, the Arena, ASM Global Bakersfield, LLC, ARAMARK, the City of Bakersfield, the NHL and its member teams, the AHL and its member teams, and their respective parent entities, subsidiaries, affiliates, officers, employees, partners, shareholders, members, contractors and agents (collectively, the “Indemnified Parties”) from and against any and all claims, actions, causes of actions (whether arising in contract, tort, by statute or otherwise), demands, rights, damages, costs, loss of services, expenses, compensation, cross claims, counterclaims, third party actions, adversary proceedings, suits at law or in equity, liens, claims of liens and all consequential damages known or unknown, to which the Indemnified Parties may become subject by reason of: (i) any act, alleged or actual negligence, or omission of the Licensee, its agents, contractors, employees or guests; (ii) the use of the Suite, Arena’s parking area(s) or the Arena by the Licensee and the Licensee’s Guests; (iii) the performance and observation of the Licensee’s covenants, duties and obligations hereunder, including violations of any Rules hereunder. The Licensee shall be responsible for reasonable attorneys’ fees incurred in defense of same.

   The Licensee hereby agrees that it will use its best efforts to have all of the Licensee’s Guests drink responsibly and not drive if impaired in any manner, and the Licensee will indemnify and hold the Indemnified Parties harmless from any liability whatsoever based on the actions of the Licensee and/or the Licensee’s Guests.

   This Article 9 shall survive the expiration or earlier termination of this Agreement.

   The Condors shall not be responsible for any personal property of the Licensee or any Licensee Guests left in the Suite.

10. Transfers of Agreement. The Suite is for the sole use of the Licensee and Licensee Guests and the Licensee shall not resell, assign, sublicense, rent or otherwise transfer the Suite or any of the Licensee’s rights under this Agreement. The Condors may assign this Agreement, or any of its rights or obligations arising hereunder, without the consent of the Licensee.
11. Catering. The Licensee may order food, beverages, and other catered items to be delivered through ARAMARK to the Suite for use during Event Hours. The Licensee shall not permit any food or beverages that have not been purchased through ARAMARK to be brought into the Arena or the Suite.

    If the Licensee has purchased, ore receives as part of their rental package, a food and beverage or catering credit, the Licensee acknowledges and agrees the Condors or ARAMARK will not provide a cash refund for any food and beverage or catering credit amount that remains unused after the Event.

12. Miscellaneous. No amendment or modification to this Agreement shall be effective unless the same is in writing and signed by both Parties.

    Any notice shall be in writing and shall be delivered personally, or served by registered mail or courier, to the addresses first above written. Any notice delivered personally, or served by registered mail or courier, shall be deemed to have been given and received on the date of personal service or on the second Business Day following the date of mailing or sending.

    This Agreement may be executed in one or more counterparts or by facsimile or electronic counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement.

    Time is of the essence hereunder.

    This Agreement shall be governed by the laws in the State of California applicable therein, and shall be construed and enforced in accordance with the laws of such state.

    The Licensee may not offer use of the Suite Tickets, with or without consideration, in connection with a contest or any public promotional plan without the prior express written consent of the Condors.

    If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, the remaining terms and provisions of this Agreement remain in full force and effect and shall be enforceable to the fullest extent permitted by law.

SCHEDULE “A”

RULES AND REGULATIONS

Dated as of July 1, 2023

1. The Licensee shall not sell any food or beverages whatsoever in the Suite. Any alcoholic beverages or food consumed in the Suite shall be obtained from the Condors, or a concessionaire designated by the Condors. The Licensee shall promptly pay all bills for food, beverages and services furnished, sold or rendered to the Licensee or any Licensee Guest in connection with the use of the Suite.
2. The Licensee and any Licensee Guest shall at all times maintain proper decorum while using the Suite and shall not attach, hang or display any signs, banners, advertisements or notices in or around the Suite without the prior written consent of the Condors. Notwithstanding such consent, the Licensee shall remove forthwith any signs, banners, advertisements or notices at the request of the Condors.
3. Use of movie cameras or videotape or audio recording equipment by the Licensee or any Licensee Guest is strictly prohibited. Still cameras are permitted for Events unless prohibited by the sponsor of such Events. The Condors and its employees and agents reserve the right to confiscate tape or film.
4. The Licensee and any Licensee Guest shall, while in the Suite, Arena’s parking area(s), the Arena or on its grounds, comply with all state and local laws, rules and regulations governing the sale, possession and consumption of alcoholic beverages and the prohibition of smoking. The Licensee, whether present or not within the Suite, Arena’s parking garage, the Arena or on its grounds, shall be responsible for controlling any Licensee Guest in these regards.
5. At the expiration of the Term of this Agreement, the Licensee shall return the Suite to the Condors, clean and without damage, reasonable wear and tear excepted.
6. The sale of any Licensee Passes or the sale of the right to use and occupy the Suite is strictly prohibited.
7. The Licensee may not offer use of the Suite, with or without consideration, in connection with a public promotional plan without the prior written consent of the Condors.
8. Upon presentation of a Suite Ticket by the Licensee or a Licensee Guest, the Licensee or the Licensee Guest, as the case may be, shall be entitled to access to, usage and occupation of the Suite for a certain amount of time before and after the Event as communicated by the Condors to the Licensee. For use of the Suite outside of the hours designated by the Condors the Licensee shall obtain the prior written consent of the Condors.
9. The Condors or Condors Agents may from time to time adopt systems and procedures for the security or safety of the Suites and the Arena, any Persons occupying, using or entering the Suites and the Arena, or any fixtures, finishings, furnishings, equipment in the Suites or contents thereof, and the Licensee shall comply with the Condors or Condors Agents’ reasonable requirements and directions relating thereto.
10. The Condors and Condors Agents and all other designated personnel shall have the continued right to enter and have complete access to the Suite at any and all times for:

    -The purpose of effecting repairs or maintenance or for ascertaining the condition or state of repair and maintenance thereof;

    -The performance of the duties required to be performed by the Condors under this Agreement and for any and all purposes related to this Agreement;

    -To investigate any threatened, apparent or actual violation of the provisions of this Agreement, the Rules or any applicable governmental laws or regulations; and

    -Generally, to inspect the Suite and its condition.

11. The Licensee and any Licensee Guest shall place all refuse and garbage in proper receptacles and shall keep all corridors, stairwells, ducts and shafts in and around the Suite free from all garbage and refuse.
12. No persons under 18 years of age will be permitted in the Suite unless accompanied by and under the effective supervision of the Licensee or adult Licensee Guest.
13. The Licensee shall not serve alcohol or cause alcohol to be served to persons under the age 21 in accordance with the State of California.
14. The Licensee and any Licensee Guest shall not conduct themselves in any manner which is inconsistent with the character of the Arena as a first-class sporting and entertainment facility or which will in any way impair the use, occupation and enjoyment of the Suites and the Arena by others or the operations of the Arena.
15. The Maximum Capacity of the Suite shall comply with fire code and other applicable by-laws and regulations, if any.
16. The Suite shall not be used for overnight accommodation or residential purposes.
17. The Licensee shall give prompt notice to the Condors of any accident or any defect in the utility services provided to the Suite.
18. No flammable, dangerous or explosive materials shall be kept in the Suite.