Purchase Agreement

This INDIVIDIUAL EVENT SUITE LICENSE AGREEMENT (or “Agreement”) is made and is effective as of the date specified in the Order Summary (the “Effective Date”), by and between Jets Stadium Development, LLC (“Licensor”) and the Licensee identified in the Purchase Agreement Order Summary (“Licensee”). Licensor agrees to license for good and valuable consideration, and Licensee accepts the license, of a suite from Licensor for the New York Jets ("Jets") at MetLife Stadium in East Rutherford, New Jersey (the “Stadium”) for certain Jets home games (each pre-season, regular season, or playoff home game of the Jets shall be collectively referred to as a “Jets Home Game”), subject to and conditioned on Licensee’s continued compliance with the terms and conditions set forth below and in the attached exhibits, which are incorporated into and form a part of this Agreement.

1. License
   Subject to the terms and conditions of this Agreement, Licensor will license to Licensee the Suite as specified in the Purchase Agreement Order Summary, which will contain the number of tickets as indicated in the Order Summary (the “Suite”). Licensor shall provide to Licensee, as a package, the number of admission tickets in the Suite (“Suite Tickets”) for each Licensed Game, as detailed in the Order Summary. Licensee, and its affiliates, hereby acknowledge and accept that it shall not have access to, or the right to use, the Suite for events other than Licensed Game(s) and that Licensor intends to license the Suite to other users for events other than Licensed Game(s).

2. Term
   The Term of this Individual Event Suite License Agreement shall commence as of the Effective Date (as specified in the Purchase Agreement Order Summary) and shall end at the conclusion of the last Licensed Game identified in the Order Summary (the “Term”). Licensee’s right to use the Suite during the Term shall be limited to the Suite’s general hours of operation on the day of each of the following Jets Home Games (each, a “Licensed Game”).

3. License Fees. In consideration of the license granted herein and the Additional Benefits and Services (defined below) granted to Licensee under this Agreement (other than those for which an additional charge is expressly contemplated under this Agreement), Licensee shall pay to Licensor a license fee in the amount specified in the Order Summary (the “License Fee”), which shall be due and payable upon execution of this Agreement. All payments by Licensee under this Agreement shall be made, without offset, deduction, or counterclaim, by personal, company, cashier’s or certified check or by wire transfer of immediately available funds to Licensor at its address set forth in this Agreement or pursuant to such other written instructions as may be given by Licensor or any Assignee designated pursuant to Section 14.

4. Additional Benefits. The License Fee includes, in addition to the suite license, the cost of the "Additional Benefits and Services," as set forth in the Purchase Agreement Order Summary, with respect to each Licensed Game, except as expressly stated otherwise.

5. Use by Licensee. Use of the Suite by Licensee and its guests shall require the presentation of tickets for admission and is subject to (a) the terms and conditions under which such tickets are issued, including, without limitation, the policies adopted by the issuer of such tickets with respect to the cancellation or postponement of the event and (b) compliance with applicable fire and occupancy codes and other laws and regulations. Except as expressly provided in Section 11, there shall be no reduction in the License Fee due to cancellation, postponement or rescheduling of any event, or for Licensee's inability to use the Suite for any event at the Stadium. The Suite’s hours of operation will be scheduled at Licensor’s discretion.

6. Suite Services. Licensor shall provide all utilities and all dusting, sweeping, routine cleaning and rubbish removal and disposal following each Licensed Game, as well as ordinary repair and maintenance of the interior and exterior of the Suite made necessary by normal wear and tear. The costs of these services are included in the License Fee. Licensor reserves the right to charge Licensee for costs and expenses for extraordinary repairs, maintenance, replacements or cleaning of the Suite that may be incurred as a result of an act or omission by Licensee or Licensee’s guests.

7. Food and Beverages. Licensee shall not permit the preparation of food in the Suite nor shall food or beverages be brought into the Suite except through Licensor or a third party duly authorized by Licensor to serve food and beverages in the Suite (the “Suite Caterer”). Licensee must purchase food and beverages only through Licensor or the Suite Caterer during all times when Licensee is permitted to use the Suite. Licensee shall be solely responsible for and shall promptly pay, on terms established by Licensor or the Suite Caterer, all bills for the cost of all food, beverage, and related services (including, but not limited to, waiter, waitress or bartender services) provided or rendered by Licensor or the Suite Caterer in connection with the use of the Suite, together with all applicable taxes and late payment fees. All amounts due under this Section 7 shall be in addition to the License Fee.

8. Furnishing, Alterations, and Décor. Licensee shall not make any additions or alterations or supply any articles of appointment or decoration (such as, by way of example only, but without limitation, pictures and plants), to the Suite or to the fixtures, furniture and equipment in the Suite without the prior written consent of Licensor, which Licensor may grant or withhold in its sole discretion. Any permitted additions, alterations or appointments shall be made at Licensee’s sole expense. Any such additions, alterations or appointments shall become the property of Licensor unless Licensor agrees otherwise in writing and Licensee obtains Licensor’s prior written approval to remove such items. If Licensor gives such approval, Licensee must remove all such items at its sole cost and expense prior to the expiration or termination of this Agreement and reimburse Licensor for any costs Licensor incurs to repair and restore the Suite to its condition as of the commencement of the Term (normal wear and tear excepted). Notwithstanding the foregoing, Licensee shall not place or permit the placement of any display or other signage inside or outside of the Suite.

9. Additional Obligations of Licensee.

   (a) Licensee shall keep and maintain the Suite in good repair, order and condition and, in addition to the other payments provided for in this Agreement, shall reimburse Licensor for any costs Licensor incurs to repair any damage (other than normal wear and tear) caused by Licensee or Licensee’s guests to the Suite or the property of Licensor in the Suite. Licensee agrees to give prompt notice to Licensor of any accident or defect in the Suite or services provided to Licensee.

   (b) Licensee shall, and shall cause its guests to, abide by and observe all rules and regulations established from time to time by Licensor, Licensor’s affiliates, and the Jets pertaining to the use and occupancy of the Suite and the Stadium, including, without limitation, rules and regulations governing the consumption of alcoholic beverages, controlled substances, and fan behavior. Licensor shall provide Licensee with advance notice of all such rules and regulations; provided, however, that Licensee acknowledges that such notice may be provided on the back of tickets, in literature accompanying ticket deliveries, or distributed and/or announced at the Stadium immediately preceding or during any event to which such rules and regulations apply, notwithstanding the provisions of Section 14(b).

   (c) Licensee shall, and shall cause its guests to, maintain proper decorum while using the Suite and comply with all present and future governmental laws, ordinances, orders, rules and regulations, including those promulgated by the NFL, and will not suffer or permit any use or manner of use of the Suite in violation thereof. In the event Licensee or any of Licensee's guests create a disturbance, cause objects to be thrown or dropped from the Suite, damage the Suite, or otherwise violate the rules and regulations or adversely affect the health, safety, welfare of the players, Stadium personnel or other patrons or invitees at the Stadium, 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, in addition to any other appropriate actions or remedies available to Licensor, including, but not limited to, termination pursuant to Section 10 below.

   (d) Licensee shall not and shall cause its guests not to: (i) resell the tickets received pursuant to this Agreement or (ii) use the Suite for any particular event, in either case except by means sponsored or approved in writing by Licensor and (for Licensed Games) the Jets and the NFL. Suites are licensed solely for the private use by Licensees and their guests and shall exclude all "Commercial Use" of the Suite without the Jets' prior written consent. "Commercial Use" shall mean the re-sale or other transfer of tickets, and/or access to or use of the Suite, by third parties as part of a promotion, contest, or agreement.

   (e) If Licensee or any of Licensee’s guests violates Section 9(b), 9(c), or 9(d), Licensor may (i) eject Licensee and/or any of Licensee’s guests and revoke the license to use the Suite and/or any ticket privilege for the event at which the violation occurs, without compensation to Licensee or Licensee’s guest(s), as the case may be, and/or (ii) exercise any of Licensor’s rights as a result of such violation.

   (f) Licensee agrees that it shall not cause any liens or encumbrances to be placed upon the premises and shall promptly take all action necessary to remove any such liens or encumbrances it has caused in violation of this provision.

10. Licensor’s Remedies.

    (a) In the event Licensee fails to pay when due any amounts (including, without limitation, the License Fee payable under this Agreement or otherwise breaches, or defaults in the performance or observation of, any of its obligations under this Agreement, including if Licensee becomes insolvent, files a voluntary petition in bankruptcy, or is subject to an involuntary petition in bankruptcy, Licensor may elect, in its sole discretion, to take any one or more of the following actions: (i) terminate this Agreement and Licensee’s rights hereunder immediately upon written notice to Licensee and a ten (10) day period to cure only if such default is curable, or (ii) withhold distribution to Licensee of admission tickets or parking passes to any Licensed Game until Licensee’s default is cured or, if admission tickets for a Licensed Game have already been distributed to Licensee, deny Licensee and Licensee’s guests access to the Suite until Licensee’s default is cured.

    (b) Upon termination of this Agreement by Licensor under Section 10(a): (i) Licensee’s right to use and occupy the Suite and all other rights or benefits of Licensee under this Agreement shall end, (ii) Licensee shall remain liable for the payment of the License Fees and any other amounts (including, but not limited to, interest under Section 10(c)) due from Licensee under this Agreement as and when due, (iii) Licensor shall have no further obligation of any kind to Licensee and may enter the Suite and remove and store all items of property of Licensee at Licensee’s expense, and (iv) Licensor may revoke any tickets distributed to Licensee pursuant to this Agreement prior to its termination. The provisions of this Section 10(b) shall survive the termination of this Agreement.

    (c) If Licensee fails to pay when due any amounts (including, without limitation, any portion of the License Fee due pursuant to this Agreement, Licensor shall have the right to charge interest thereon at the rate of one percent (1%) per month (or, if less, the highest rate permitted by law) from the date beginning thirty (30) days after such payment is due and continuing on a monthly basis until such amount is paid. The interest charged shall, to the extent permitted by applicable law, be compounded monthly. Any amount under this Agreement that is not paid when due shall not be considered paid until the interest charged thereon is paid in full. The provisions of this Section 10(c) shall survive the termination of this Agreement.

    (d) Licensor’s remedies under Sections 10(a), (b) and (c) shall not limit or exclude any other right or remedy set forth herein or otherwise available to Licensor at law or in equity, including, but not limited to, Licensor’s right to receive indemnification under Section 13(b).

    (e) No waiver of any default or breach by Licensee of its obligations under this Agreement shall be effective unless expressed in writing by Licensor. No such waiver shall be construed to be a waiver or release of any other default or breach or subsequent default or breach by Licensee under this Agreement, and no failure or delay by Licensor in the exercise of any right or remedy provided for in this Agreement shall be construed to constitute a forfeiture or waiver thereof or of any other right or remedy available to Licensor.

11. Unavailability of Suite.

    (a) In the event of any of the following: (i) any Licensed Game is canceled; (ii) the Jets playing any Licensed Game outside the continental United States in which the Jets are designated by the NFL as the home team; (iii) Licensee is unable to use the Suite for any Licensed Game, due to any cause or circumstance beyond the control of Licensor; whether caused by riot, sabotage, embargo, or civil or military disturbances; interruption of or delay in transportation; national emergency; acts of terrorism; inability to procure material; failure of electricity or other utilities; restrictive laws, regulations or orders, or any act or failure to act, of any federal, state or local government or governmental agency or authority; confiscation or seizure by any governmental authority; condemnations by any governmental authority; riots or insurrection; wars or war-like actions; earthquakes, flood, storms, wash-outs, fire, lightning or other severe inclement weather, or other acts of god; explosions or other accidents; nuclear reaction or radiation; epidemic, pandemic, or other public health crisis or emergency, whether national or local; interruption or loss of internet, computer, telephone, broadcast or other communications or service; or other similar causes (each, a “Force Majeure Event”); (iv) a work stoppage involving NFL players that results in the cancellation of one or more Licensed Game; or (v) otherwise not available for the Licensed Game, then, as Licensee’s sole and exclusive remedy, Licensee shall be entitled to a return of the License Fee unless (y) in the case of cancellation of a Licensed Game, Licensor reschedules the Licensed Game for a date within twelve (12) months of the original scheduled date of the Licensed Game (in which case, Licensee shall not be entitled to a return of a portion of the License Fee but shall be entitled to use the Suite for such rescheduled Licensed Game), or (z) in the case of unavailability of the Suite, Licensor provides Licensee with a reasonably comparable suite at the Stadium for that Licensed Game.

    (b) Notwithstanding the foregoing, the Licensee Fee shall not be reduced with respect to any Licensed Game for which the Suite is damaged if Licensor provides Licensee with a reasonably comparable suite at the Stadium for the Licensed Game.

    (c) If, for any reason, the Stadium Lease is terminated, this Agreement shall terminate as of such date and Licensee shall be entitled, as it sole and exclusive remedy, to receive reimbursement of any License Fee it may have paid with respect to the Licensed Game scheduled to be played after the termination date in an amount equal to such Licensed Game for each such scheduled (but unplayed) Licensed Game.

    (d) In the event of a Force Majeure Event or the laws, rules, regulations, and policies of all applicable governmental authorities, the Licensor, or the New Meadowland Stadium Company, LLC (including any such laws, rules, regulations, and policies related to the COVID-19 crisis) requires a limitation on the number of Permanent Suite Tickets (indicated in Section 1 above) that Licensee is permitted to purchase in the Suite for any given Licensed Game ("Unavailable Suite Tickets"), then Licensee shall be entitled to a refund equal to the face value of the total number of Unavailable Suite Tickets for each applicable Licensed Game. Licensee shall have the right to apply the amount of any such refund due to Licensee pursuant to this paragraph as a credit towards the cost of tickets for future Licensed Game(s) at the Stadium.

12. Rights Reserved by Licensor.

    (a) Licensor and its affiliates and their respective officers, agents, employees and representatives shall have access to the Suite on such occasions and to such extent as they shall, in their sole discretion, deem necessary or appropriate to perform Licensor’s obligations under this Agreement, and to determine Licensee’s compliance with its obligations under this Agreement (including without limitation the rules and regulations governing the use of the Stadium and the Suite). For such purposes, Licensor and its affiliates shall retain a duplicate set of keys to the Suite and all items contained therein. Licensor may from time to time make any additions or alterations to the Suite or Stadium as it may determine in its sole discretion.

    (b) Licensor may assign, pledge or otherwise transfer or encumber (each, a "Transfer") this Agreement and any or all of its rights and obligations hereunder (i) to any other entity in connection with any financing, including, but not limited to, any source of, or guarantor or insurer of, financing or any trustee, collateral agent or other entity appointed in connection with such financing (each an "Assignee"), whether by security agreement, collateral assignment, transfer or otherwise; or (ii) to any affiliate of Licensor, including, without limitation, New York Jets LLC, or any other entity under common control or ownership with Licensor. Such Transfer shall relieve Licensor of its obligations under this Agreement when such Assignee assumes in writing Licensor's obligations under this Agreement. Upon reasonable prior notice from Licensor, Licensee shall (i) make any payments due hereunder to such Assignee, (ii) execute and deliver any documents that Licensor or any Assignee may reasonably request to acknowledge and confirm that, upon any such Transfer, this Agreement will remain in full force and effort and continue to be a legal, valid and binding obligation of Licensee enforceable in accordance with its terms (subject to applicable bankruptcy or insolvency laws and general principles of equity), and that neither Licensee, nor to Licensee's knowledge, Licensor is in material breach or violation of this Agreement.

    (c) Licensor expressly reserves the right, at its sole cost and expense, to relocate Licensee to any other suite of Licensor's sole choosing at the Stadium, of a comparable size, if Licensor determines that such relocation is reasonably necessary or advisable in connect with any renovation or construction at the Stadium or upon the reasonable request of a promoter of any third-party controlled event hosted at the Stadium.

13. Assumption of Risk; Indemnification.

    (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS AFFILIATES SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS, DAMAGE OR INJURY TO ANY PERSON OR PROPERTY OF LICENSEE OR LICENSEE’S GUESTS IN OR UPON THE SUITE, THE STADIUM, THE PARKING AREAS OR ELSEWHERE, RESULTING FROM ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THEFT OR VANDALISM, EXCEPT TO THE EXTENT THE SAME IS ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LICENSOR AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, OWNERS OR EMPLOYEES. LICENSEE HEREBY ASSUMES, AND SHALL CAUSE ITS GUESTS TO ASSUME, ALL RISKS AND DANGERS INCIDENTAL TO EVENTS AT THE STADIUM, WHENEVER OR HOWEVER THEY OCCUR, INCLUDING, WITHOUT LIMITATION, THE DANGER OF BEING INJURED BY BALLS AND OTHER OBJECTS, AND AGREES THAT NEITHER LICENSOR, NOR ANY SPORTS TEAM OR LEAGUE, NOR ANY OTHER PERSON OR ENTITY PRODUCING, PERFORMING OR PARTICIPATING IN ANY STADIUM EVENT, NOR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS OR ASSIGNEES, SHALL BE LIABLE FOR INJURIES FROM SUCH CAUSES.

    (b) LICENSEE AGREES TO AND DOES HEREBY RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS LICENSOR AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, OWNERS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY LIABILITIES, LOSSES, DAMAGES, CLAIMS, DEMANDS, CHOSES IN ACTION, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES (INCLUDING IN ANY ACTION BETWEEN LICENSEE AND LICENSOR OR ANY OTHER INDEMNIFIED PARTY), COSTS OF INVESTIGATION AND ANY LEGAL EXPENSES, ARISING OUT OF OR RELATED TO ANY ACT OR OMISSION, BREACH OF ANY PROVISION OF THIS AGREEMENT OR VIOLATION OF ANY APPLICABLE LAW, RULE, REGULATION OR ORDER, BY LICENSEE OR ANY OF ITS GUESTS, EMPLOYEES, AGENTS OR OTHER AFFILIATES.

    (c) The provisions of this section shall survive the termination of this Agreement.

14. Miscellaneous.

    (a) Notice. Any and all notices or other communications required under this Agreement shall be sent to the undersigned in writing and shall be deemed to be effective only, if personally delivered, when delivered; if mailed, at midnight on the third business day after being sent by certified mail; if sent by nationally recognized overnight delivery service, on the next business day following delivery by such delivery service; and if sent by confirmed facsimile transmission or confirmed electronic mail, upon receipt.

    (b) Return of Suite. Upon the expiration of the Term or the earlier termination of this Agreement, Licensee shall (i) surrender occupancy of the Suite to Licensor in the condition in which it was originally delivered to Licensee, except for normal wear and tear and damage caused by casualty or force outside the scope of Licensee’s responsibility under this Agreement and (ii) in the case of termination of this Agreement, return to Licensor any Suite Tickets delivered to Licensee prior to such termination.

    (c) Assignment. Licensee shall not sell, assign or sublicense this Agreement or its rights or obligations under this Agreement to any other person or entity without the prior written consent of Licensor, which Licensor may grant or withhold in its sole discretion.

    (d) Reservation of Rights. This Agreement does not confer upon Licensee any right, title, estate or interest in the Stadium, the Suite or any of the furniture, fixtures, or equipment of Licensor located therein, other than the limited license to use and obtain access to the Stadium and the Suite in accordance with this Agreement.

    (e) Representations and Warranties. Licensee represents and warrants to Licensor the following: (i) it has the full power and legal authority to enter into and fully perform the Agreement in accordance with its terms; (ii) Licensee has obtained all approvals for the execution, delivery and performance of this Agreement; (iii) Licensee has duly executed and delivered the Agreement; (iv) the Agreement constitutes a legal, valid, and binding obligation of Licensee enforceable in accordance with its terms (subject to applicable bankruptcy and insolvency laws); and (v) Licensee’s execution, delivery, and performance of the Agreement does not and will not violate, conflict with, or cause a breach or of default under any other agreements or obligations of Licensee.

    (f) Subordination of Interest. This Agreement and the rights and interests of Licensee hereunder shall be subordinate and subject to (i) the Stadium Project Ground Lease and Development Agreement, dated December 21, 2006, by and between New Jersey Sports and Exposition Authority and the New Meadowlands Stadium Company, LLC ("NMSCO"). NMSCO (or its permitted assigns), as it may be amended restated, modified, supplemented, extended or assigned from time to time, and (ii) the Sublease Agreement, dated August 16, 2007, by and between NMSCO and Licensor (or its permitted assigns), as it may be amended, restated, modified, supplemented, extended or assigned from time to time (collectively, the "Stadium Lease").

    (g) Grant of Right to Use Image or Likeness. Licensee acknowledges that the image, likeness, and/or name of Licensee or Licensee’s guests may be used as part of any live or recorded video display or other transmission in any media of all or part of the event and in material disseminated by Licensor or its sponsors.

    (h) Taxes. Licensee shall either pay directly or reimburse Licensor or the Jets, as applicable, for any sales, privilege, rental, use, admission, amusement, entertainment, occupancy or other taxes or fees that may be imposed by any governmental authority with respect to or on account of the license and use of the Suite or the provision or sale of tickets and other services and benefits hereunder, other than Licensor’s income taxes.

    (i) Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles.

    (j) Survival; Severability. Any provision of this Agreement that contemplates performance or observance subsequent to any termination or expiration of this Agreement, including without limitation, provisions related to limitations or liability, payment of interest, indemnification, governing law and arbitration, shall survive any termination or expiration of this Agreement and continue in full force and effect. If any provision of this agreement shall be declared by any court of competent jurisdiction to be illegal, void, or unenforceable, the other provisions shall not be affected but shall remain in full force and effect.

    (k) Entire Agreement; Amendment. 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, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this agreement. No amendment or modification to this Agreement shall be effective unless the same is in writing and signed by both Licensor and Licensee.

    (l) Binding Effect; Third-Party Beneficiaries. 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, and permitted successors and permitted assigns.

    (m) Joint and Several Liability. If Licensee consists of more than one entity and/or individual (as evidenced by the number of signatories to this Agreement), then each such entity and/or individual shall be jointly and severally liable for and absolutely and unconditionally guarantees to Licensor the prompt payment and performance of all obligations of Licensee under this Agreement (in which case the term “Licensee” as used herein shall be deemed to refer, in the plural and the singular, to each such individual and/or entity). Communications and/or notices from Licensee hereunder shall not be effective unless signed by each and every entity and/or individual comprising Licensee, as Licensee’s expressly designated agent for such communications and for receiving all tickets and other deliveries for Licensee hereunder. The Licensee acknowledges and expressly agrees with the Licensor that the joint and several liability of each individual Licensee is required solely as a condition to, and is given solely as inducement for, the Licensor’s acceptance of this Agreement.

    (n) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. This Agreement may be executed and delivered by facsimile or e-signature, which signature shall be deemed to be an original. An electronic, PDF or facsimile copy of the executed Agreement or counterpart shall be deemed and shall have the same legal force and effect as, an original document. By executing this Agreement, Licensee consents to the delivery of information from the Licensor regarding this Agreement by electronic delivery.