Purchase Agreement

THIS LICENSE AGREEMENT ("Agreement") is made by and between Arena Operating Company, Ltd., a Florida limited partnership ("Operator") and operator of the sports and entertainment facility in Sunrise, Florida currently known as Amerant Bank Arena located at 1 Panther Parkway Sunrise, Florida 33323 (“Facility”), and the Licensee as set forth in the executed Order Summary. In consideration of the mutual covenants and agreements set forth herein, Operator and Licensee hereby agree as follows:

1. FURNISHINGS, DECOR, AND ALTERATIONS OF THE SUITE; SUITE SERVICES
1.1. Operator's Duty to Provide. During the Term, Operator shall provide the following during the Game:
1.1.1. Seats facing the inner bowl of the Facility; carpeted floor; wall coverings; built in cabinetry (including lockable liquor cabinet); sink with running cold water; ice maker; restroom; counter size refrigerator; lounge seats and table; and such other furnishings as Operator may provide.
1.1.2. Color television, with standard all channel reception for the Fort Lauderdale/Miami area and closed-circuit broadcasts of any hockey games played by the Florida Panthers;
1.1.3. Air conditioning, ventilation, running cold water, and electricity;
1.1.4. Ordinary repair and maintenance of the interior and exterior of the Suite made necessary by normal wear and tear;
1.1.5. Dusting, sweeping, and cleaning the Suite and rubbish removal and disposal following the Game;
1.1.6. Telephone equipment and local area telephone service;
1.1.7. Food and beverage services through the caterer licensed by Operator at Licensee’s order and expense; and
1.1.8. Such other special services as Operator, in its sole discretion, may offer at prevailing rates and terms established from time to time by Operator.
1.2 Additions or Alterations. Licensee shall not make any additions or alterations in the interior or exterior of the Suite or the fixtures, furnishings, or equipment therein without the prior written consent of Operator. However, Licensee may supply articles of appointment, such as pictures, plants, or insignia reasonable in size and in good taste, as determined solely by Operator. Any such additions, or alterations permitted by Operator shall be made at Licensee's expense and be made free of any liens or encumbrances, in a good workmanlike manner, and in compliance with all applicable permits, authorizations, building and zoning laws, ordinances, orders, rules, regulations and requirements of all governmental authorities having appropriate jurisdiction. Any fixtures or materials incorporated in or attached to the Suite by Licensee shall become the property of Operator unless Licensee shall have obtained the written approval of Operator to remove same prior to the expiration of the Term of this Agreement, and if so removed, Licensee shall, at its own expense, repair, and restore the Suite to its condition as of the commencement of this Agreement. No sign, advertisement, or notice shall be inscribed, painted, affixed, or displayed on any wall, door, or window of the Suite.

2. POSSESSION AND USE; TICKETS AND PARKING
2.1. Possession and Use. Licensee shall be entitled to the use and possession of the Suite during the Term of this Agreement, subject to the limitations contained in the Agreement and this Exhibit A. Licensee and Licensee's guests shall be entitled to use the Suite only at times for which appropriate tickets for admission to the Suite have been obtained and the Facility is intended to be open for use by the general public. Licensee and Licensee's guests shall be bound by and shall observe the terms and conditions upon which tickets for admission to the Arena have been issued by the sponsor or promoter of such event. This Agreement provides Licensee only the right and privilege to possess and use the Suite in the manner set forth herein. Except as pertains to the special right and privilege to possess and use the Suite, this Agreement does not confer upon Licensee or Licensee's guests any greater or lesser rights and privileges with respect to admission to the Arena than afforded to other holders of tickets.

3. PAYMENTS, TERM AND SECURITY DEPOSIT
3.1. Fee. The use and possession of the Suite shall be contingent upon payment when due to Operator of the Fee, plus any sales, use, property, or other governmental taxes due, if any, with respect to Licensee's use of the Suite or imposed upon the payment of the Fee (except for any federal, state or local income, franchise, or similar tax imposed upon Operator). In the event that the Fee is not paid when due, Licensee acknowledges and agrees that use and possession of the Suite shall be subject to the Default provisions of Section 4.2 of this Exhibit A.

4. OTHER TERMS AND CONDITIONS
4.1. Covenants of Licensee. Licensee covenants and agrees:
4.1.1. While in possession of the Suite, Licensee shall keep and maintain the Suite in good repair, order and condition, except for normal wear and tear, and shall reimburse Operator for costs incurred by Operator to repair any damage caused by Licensee or Licensee's guests to the Suite or to the property of Operator therein. In the event Licensee becomes aware of any damage, impairment, or hazard within the Suite, Licensee will promptly notify Operator or an appropriate staff member at the Facility.
4.1.2. While using and occupying the Suite, Licensee and Licensee's guests shall at all times maintain proper decorum, abide by and observe Operator's rules, and shall comply with all applicable present and future laws, ordinances, orders, rules and regulations of all governmental authorities.
4.1.3. Licensee shall not permit any food or beverages to be brought into the Suite, except such food or beverage provided exclusively through the Facility caterer and/or food and beverage provider or otherwise purchased at the Facility.
4.2. Default.
4.2.1. In the event that Licensee defaults in the performance or observation of its duties and obligations under this Agreement, Operator may, at its option, terminate the right of Licensee to the use and possession of the Suite hereunder use and possession of the Suite and all other rights or privileges of Licensee under this Agreement immediately, whereupon Operator shall have no further obligation of any kind to Licensee and may enter the Suite and remove all items of property of Licensee for storage at Licensee's expense. Upon Operator's termination of Licensee's license to use the Suite under this Section, Operator shall be free to relicense the Suite to a third party without obligation to Licensee.
4.2.2. The foregoing remedies of Operator shall not be to the exclusion of any other right or remedy set forth herein or otherwise available to Operator in law or in equity. Licensee shall be responsible for all reasonable attorney's fees and costs incurred by Operator in the enforcement of this Agreement whether or not litigation is actually commenced. In the event that such enforcement results in trial, the prevailing party shall be entitled to recover all reasonable attorney's fees incurred as a result hereof, including fees and costs of any appellate proceedings.
4.3. Waiver.
4.3.1. Licensee and Operator hereby waive trial by jury with respect to any civil action, counterclaim, or proceeding, whether at law or in equity, which arises out of, concerns or relates to this Agreement, any transactions contemplated hereunder, the performance hereof or the relationship created hereby, whether sounding in contract, tort, strict liability or otherwise, and trial shall be to a court of competent jurisdiction and not to a jury. Each party acknowledges that it has read and understands the effect of this jury waiver provision.
4.3.2. No waiver by either party of any default or breach by the other party of its obligations hereunder shall be construed to be a waiver or release of any other or subsequent default or breach by such other party hereunder, and no failure or delay by either party in the exercise of any remedy provided for herein shall be construed to constitute a forfeiture or waiver thereof or of any other right or remedy available to such party.
4.4. Bankruptcy.
4.4.1. In the event that Licensee shall file a voluntary petition in bankruptcy or shall be adjudicated as bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, wage earner's plan, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Licensee or of all or any substantial part of Licensee's properties, then, to the fullest extent permitted by applicable law, Operator may, at its option, terminate this Agreement. No trustee may assume or assign this Lease without the prior written consent of Operator unless all requirements of applicable law are fully satisfied. Operator hereby expressly reserves all rights and remedies provided to Operator pursuant to applicable law upon the occurrence of any of the foregoing events of bankruptcy.
4.5. Strikes, Damage, Destruction, Condemnation, Inaccessibility.
4.5.1. In the event of any damage, destruction, condemnation, or taking of the Suite which renders the Suite unusable by Licensee, then, Operator shall attempt to relocate Licensee to another executive suite at the Facility. However, if Operator is unable to relocate Licensee to another executive suite at the Facility, then Licensee shall be entitled to a refund of the Fee. The remedy provided for herein is the sole and exclusive remedy of the Licensee.
4.6. Force Majeure.
4.6.1. In the event that Operator’s performance of this Agreement is prevented, restricted, or interfered with by reason of acts of God, an act of the public enemy; civil disturbance or unrest; lawsuits; injunctions; lightning; fire, explosion or other serious casualty; water damage; terrorist attack (or threats thereof; strike, lock-out, or other labor dispute (without regard to the reasonableness of any party's demands or any party's ability to satisfy such demands); accident or sabotage; act of terrorism; unusually severe weather (including hurricane, earthquake, tornado, landslide or flood); war (whether declared or not (or threats thereof)); blockades; embargoes; condemnation or other taking by the action of any governmental body on behalf of any public, quasi-governmental or private entity; other governmental action or change in Law; threats of or actual epidemics and/or pandemics; shortages or failures of sources of construction labor, material, energy, fuel, water, other vital utility, equipment or transportation (each a “Force Majeure Game”), Operator shall be excused from such performance during the continuance of such prevention, restrictions, or interference and the same shall not constitute a breach of this Agreement by Operator.
4.7. Access by Operator. Operator, its officers, agents, employees, and representatives shall be entitled to have access to the Suite on such occasions and to such extent as Operator, shall in its sole discretion, deem necessary or appropriate for the proper performance of the duties and obligations required or contemplated to be performed by Operator or to be observed by Licensee under this Agreement for the compliance with the rules and regulations governing use of the Facility. For such purposes, Operator shall retain duplicate keys to the Suite and the cabinets in the Suite, and Licensee shall not change the locks or place any additional locks on, or otherwise restrict or impede Operator's access to, the Suite or the cabinets therein.
4.8. Operator's Right to Relocate. Operator expressly reserves the right during the Term of this Agreement, at its sole cost and expense, to remove the Licensee from the Suite and relocate the Licensee to a different suite of Operator's choosing of the same approximate size, if Operator determines that such relocation is necessary in connection with any construction or renovation projects at the Facility, such relocating to continue only for as long as such construction or renovation project shall continue. Licensee, by the execution of this Agreement, acknowledges the foregoing right of Operator, and no rights granted in this Agreement to Licensee shall be deemed to have been breached or interfered with by reason of Operator's exercise of the right of relocation reserved in this Section 4.8 of this Exhibit A.
4.9. Assumption of Risk or Injury; Waiver of Liability, Limitations of Liability; Indemnification.
4.9.1. ASSUMPTION OF RISK OR INJURY. LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT THE USE OF THE SUITE INVOLVES A RISK OF BEING INJURED BY PERFORMERS, MEDIA PERSONNEL, PATRONS, OR OTHER PARTICIPANTS IN AN EVENT. AS A CONDITION TO OPERATOR GRANTING LICENSEE THE RIGHTS IN THE AGREEMENT, LICENSEE AND LICENSEE’S GUESTS EXPRESSLY ASSUME THE RISK OF SUCH INJURIES.
4.9.2. WAIVER OF LIABILITY FOR PROPERTY DAMAGE. AS A CONDITION OF OPERATOR GRANTING LICENSEE THE RIGHTS GRANTED IN THIS AGREEMENT, OPERATOR SHALL NOT BE LIABLE TO LICENSEE OR LICENSEE’S GUESTS, AND LICENSEE, INDIVIDUALLY AND FOR LICENSEE’S GUESTS, WAIVES ANY CLAIM AGAINST OPERATOR FOR ANY LOSS OF, OR DAMAGE OR DESTRUCTION TO, PROPERTY OF LICENSEE OR LICENSEE’S GUESTS, ARISING FROM ANY CAUSE, INCLUDING WITHOUT LIMITATION, THEFT, WHILE EXERCISING ANY OF THE RIGHTS UNDER THIS AGREEMENT. THIS WAIVER IS INTENDED TO BE A COMPLETE RELEASE OF ANY RESPONSIBILITY FOR PROPERTY LOSS OR DAMAGE OR DESTRUCTION TO PROPERTY SUSTAINED BY LICENSEE OR LICENSEE’S GUESTS WHILE EXERCISING ANY RIGHTS GRANTED UNDER THE AGREEMENT.
4.9.3. WAIVER OF LIABILITY FOR PERSONAL INJURY CAUSED BY NEGLIGENCE. AS A CONDITION OF OPERATOR GRANTING LICENSEE THE RIGHTS IN THIS AGREEMENT, OPERATOR SHALL NOT BE LIABLE TO LICENSEE OR LICENSEE’S GUESTS, AND LICENSEE, INDIVIDUALLY AND FOR LICENSEE’S GUESTS, WAIVES ANY CLAIM AGAINST OPERATOR FOR ANY PERSONAL OR BODILY INJURY OR DEATH TO LICENSEE OR LICENSEE’S GUESTS, ARISING FROM ANY CAUSE WHILE EXERCISING ANY OF THE RIGHTS UNDER THIS AGREEMENT, UNLESS CAUSED BY THE GROSS RECKLESSNESS OR WILLFUL MISCONDUCT OF OPERATOR.
4.9.4. BROAD INTERPRETATION OF LIMITATIONS OF LIABILITY. THE PARTIES INTEND THAT ALL OF THE ASSUMPTIONS, LIMITATIONS AND WAIVERS CONTAINED IN SECTIONS 4.8.1 THROUGH 4.8.3 ABOVE BE GIVEN THE BROADEST POSSIBLE INTERPRETATION PERMITTED BY LAW.
4.9.5. INDEMNIFICATION. Licensee agrees to defend, indemnify, and hold Operator, Florida Panthers Hockey Club, Ltd., PHGP, LLC, Arena Development Company, Ltd., Sunrise Sports & Entertainment, LLC, SSE Promotions, LLC, SSE Development, LLC, SSE Gaming, LLC, Parq93, LLC, Florida Team Shop, LLC, Sanza Food Service LLC, the City of Sunrise, Broward County, all of their respective current and future affiliated entities, and each of their respective successors, owners, general and limited partners, shareholders, members, directors, officers, employees, agents and representatives, and public officials (collectively, the “Indemnified Parties”) harmless from and against any liability, losses, fines, penalties, claims, suits, actions, demands, damages, costs and expenses, including attorney’s fees and litigation expenses, ARISING OUT OF ANY PERSONAL INJURY OR PROPERTY DAMAGE OCCURRING IN OR UPON THE FACILITY PREMISES, INCLUDING BUT NOT LIMITED TO ANY PERSONAL OR BODILY INJURY OR DEATH TO LICENSEE OR ANY OF LICENSEE’S GUESTS, TO THE EXTENT DUE TO OR RESULTING FROM LICENSEE’S OR LICENSEE’S GUESTS’ ACTIONS, OMISSIONS TO ACT, OR NEGLIGENCE IN CONNECTION WITH ANY OF THE TERMS, COVENANTS, AND CONDITIONS OF THE AGREEMENT, ANY RULES AND REGULATIONS, OR ANY APPLICABLE LAWS, RULES, REGULATIONS, OR ORDERS OF ANY GOVERNMENTAL AGENCY HAVING APPROPRIATE JURISDICTION OVER THE FACILITY, OR LICENSEE’S BREACH OF ANY REPRESENTATION, WARRANTY, COVENANT, OBLIGATION, OR OTHER AGREEMENT CONTAINED IN THIS AGREEMENT. THESE INDEMNITY OBLIGATIONS SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
4.10. Miscellaneous.
4.10.1. Surrender. Upon the expiration of the Term of this Agreement or upon the earlier termination of this Agreement, Licensee shall surrender possession of the Suite to Operator in the condition in which it was originally delivered to Licensee, normal wear and tear excepted.
4.10.2. ASSIGNMENT AND SUBLETTING. LICENSEE SHALL NOT SELL, ASSIGN, SUBLEASE, PLEDGE OR OTHERWISE TRANSFER OR ENCUMBER THIS AGREEMENT, OR ANY OF LICENSEE'S RIGHTS AND OBLIGATIONS HEREUNDER (EXCEPT TO ANY PARENT, SUBSIDIARY, AFFILIATE OR SUCCESSOR IN INTEREST, PROVIDED SUCH PARENT, SUBSIDIARY, AFFILIATE OR SUCCESSOR IN INTEREST IS APPROVED IN WRITING BY OPERATOR, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, AND AGREES IN WRITING TO ASSUME ALL OF LICENSEE'S OBLIGATIONS HEREUNDER), WITHOUT FIRST OFFERING THE OPERATOR THE RIGHT TO ACCEPT ANY SUCH TRANSFER ON ITS OWN BEHALF. IF OPERATOR DOES NOT ACCEPT LICENSEE'S OFFER TO ASSIGN THIS AGREEMENT TO OPERATOR WITHIN TEN (10) DAYS AFTER LICENSEE DELIVERS WRITTEN NOTICE TO OPERATOR OF ITS INTENT TO SO TRANSFER THIS AGREEMENT, LICENSEE MAY TRANSFER THIS AGREEMENT UPON OBTAINING THE PRIOR WRITTEN CONSENT OF OPERATOR. ANY ATTEMPTED SALE, ASSIGNMENT, SUBLEASE, PLEDGE, TRANSFER, OR ENCUMBRANCE IN CONTRAVENTION OF THE FOREGOING SHALL BE NULL, VOID AND OF NO FORCE OR EFFECT, AND SHALL BE DEEMED TO BE A BREACH OF THIS LICENSE AGREEMENT BY LICENSEE. NOTWITHSTANDING THE ABOVE, NOTHING HEREIN SHALL BE DEEMED TO PREVENT LICENSEE FROM PERMITTING SHARED USE AMONG A GROUP CONSISTING OF FAMILY, FRIENDS, OR BUSINESS ASSOCIATES WHICH COLLECTIVELY LICENSES THE SUITE. OPERATOR AND LICENSEE EXPRESSLY INTEND BY THIS SUBSECTION TO PREVENT LICENSEE FROM CREATING OR MAINTAINING A SECONDARY MARKET FOR THE SUITE FROM WHICH LICENSEE DERIVES PROFIT.
4.10.3. Notices. All notices, demands, and other communications required to be given hereunder shall be properly served if in writing and delivered either by (i) personal delivery, (ii) certified or registered mail, postage prepaid, (iii) recognized overnight courier service which delivers only upon the signed receipt of the addressee or (iv) e-mail, which in any case shall be delivered, if to Operator, Attn: Legal, 1 Panthers Parkway, Sunrise, Florida 33323, [email protected], and, if to Licensee, to the addresses set forth above (or such other addresses as may be designated by written notice by such party).
4.10.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought in the courts of record of the State of Florida in Broward County or the United States District Court, Southern District of Florida. Each party irrevocably consents to the personal jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. Service of any court paper may be affected on such party by any method for notice, as provided in this Agreement, or in such other manner as may be provided under applicable laws, rules of procedure or local rules.
4.10.5. Successors and Assigns. 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 successors and permitted assigns. If Licensee is a natural person, this Agreement shall automatically terminate within ninety (90) days subsequent to the death of Licensee (“Assumption Period”), unless Licensee's lawful heirs shall provide written notice to Operator, within the Assumption Period, that such heirs wish to assume the rights and obligations under this Agreement. No amendment or modification to this Agreement shall be effective unless the same is in writing and signed by both Operator and Licensee.
4.10.6. Attorneys' Fees. In connection with any action arising from or in connection with the enforcement of this Agreement, the prevailing party shall be entitled to an award of its expenses, including reasonable attorneys' fees and disbursements, incurred or paid before and at trial or any other proceeding which may be instituted, at any tribunal level.