Purchase Agreement

LOS ANGELES CHARGERS

SINGLE GAME SUITE LICENSE AGREEMENT

SINGLE GAME SUITE LICENSE AGREEMENT SUMMARY

SUITE LOCATION: This Suite License Agreement, together with all exhibits and appendices attached hereto and incorporated by this reference (collectively, this "License") sets forth the terms and conditions of the license granted to the person or entity executing this License as Licensee. Subject to the terms and conditions of this License, the license granted hereby relates to the Suite identified above as the "Suite Number" (the "Suite") located at SoFi Stadium in Inglewood, California (the "Stadium"), which is the home stadium of the National Football League (the "NFL") team known as the Los Angeles Chargers (the "Team").

EVENT/DATE: The Suite is licensed for the following event: Los Angeles Chargers game on (TBD) (the "Game").

LICENSE FEE: The license fee (the "License Fee") payable by Licensee to Blue and Gold Tenant LLC ("Licensor") for the Game is: (TBD). Licensee shall pay to Licensor (a) one hundred percent (100%) of the License Fee contemporaneously with the execution of this License by Licensee, if the schedule Game date is within thirty (30) days after the date hereof; or (b) in all other cases, fifty percent (50%) of the License Fee (the "Initial Payment") contemporaneously with the execution of this License by Licensee, with the remainder of the License Fee for the Game due and payable on the earlier of (i) thirty (30) days after the date hereof, or (ii) thirty (30) days prior to the scheduled Game date.

BENEFITS AND AMENITIES: As set forth in the Order Summary on page 1.

REQUIREMENTS FOR A BINDING AGREEMENT: If Licensee returns a signed copy of this License to Licensor, along with the Initial Payment (or full License Fee, if applicable), then delivery of the same to Licensor shall be deemed an irrevocable offer by Licensee to enter into this License on the terms set forth herein, which Licensor may accept, in its sole discretion, at any time within thirty (30) days after receipt of the same. This License shall be effective and fully binding on Licensee and Licensor upon full execution by both parties. The Initial Payment shall be held and applied by Licensor pursuant to the terms and conditions hereof. Until Licensor has received a signed copy of this License, along with the Initial Payment (or full License Fee, if applicable), and Licensor shall be free to lease or license the Suite to any other person or entity without notice to Licensee.

TERMS AND CONDITIONS: Licensee acknowledges and agrees to be bound by this License, including, but not limited to, the Terms and Conditions attached as Exhibit A.

EXHIBIT A

TERMS AND CONDITIONS

Pursuant to this License, Licensee has received a license to use the Suite in the Stadium under the terms of this License, including the following Terms and Conditions set forth in this Exhibit A.

1. Grant of License. Subject to the terms, conditions, restrictions and limitations set forth in this License, including, without limitation, the timely payment of all Use Charges due hereunder, Licensor hereby grants Licensee a license to use and occupy the Suite during the Event Hours (as defined below) on the Game Date set forth in the Summary.
2. Term. The term of this License (the "Term") shall be the Event Hours for the Game.
3. License Fee; Additional Charges.
   1. License Fee. The License Fee for the Game, and the payment date(s) for such License Fee, are as set forth in the Order Summary. For the purposes of this License, the term "Use Charges" means the License Fee and any other fee, payment, additional rent or other amount that Licensee is obligated to pay under this License. Failure to pay any portion of the Use Charges on the dates and in the amounts set forth in this License shall constitute a default under this License. Any payment of Use Charges received by Licensor after the due date for such payment shall be subject to a late charge of one and one-half percent (1.5%) of the amount due, or the highest rate permitted by Applicable Laws, whichever is less (the "Late Charge") for each month or fraction thereof that such payment (including any Late Charge thereon) remains unpaid. For the purposes of this License, the term "Applicable Laws" mean any and all applicable present and future laws, rules, regulations, statutes, judicial decisions, requirements, rulings, orders, ordinances, constitutions, treaties, standards and permits that have been adopted, enacted, issued or ordered by any governmental authority, entity or court, including any administrative law tribunal.
   2. Restoration and Repair Costs. Licensee shall keep and maintain the Suite in good repair, order, and condition and shall timely reimburse Licensor for the repair of any damage to the Suite, or any other portion of the Stadium, caused by Licensee or any of Licensee’s invitees or guests. Except for regular cleaning, maintenance, and repair of the Suite (i.e., ordinary cleaning, sweeping, vacuuming, trash removal, and dusting), which shall be performed by Licensor at Licensor’s cost, any other cleaning, maintenance, repair, or replacement of the Suite and/or its contents required as a result of damage or breakage to the Suite and/or its contents by, or resulting from misuse of the Suite or negligence of, Licensee or its invitees or guests, shall be performed by Licensor or its designees and the costs thereof shall be payable by Licensee within thirty (30) days after the date billed to Licensee. Upon the expiration or earlier termination of this License, Licensee shall surrender all rights to the Suite and shall leave the Suite in the condition in which it was originally delivered to Licensee. If, at the time of such termination, the Suite is not in the required condition, Licensee shall be responsible for the costs of restoring the Suite to such condition, and the costs thereof shall be payable by Licensee within thirty (30) days after the date billed to Licensee.
   3. Obligation to Pay. The obligation of Licensee to pay the Initial Payment and all Use Charges and Restoration and Repair Costs, if any, due under this License is independent of the liabilities and other obligations of Licensor under this License. Licensee shall promptly make all such payments without any deductions, setoffs, or counterclaims against such payments on account of any breach or default by, or claims against, Licensor or otherwise, or any breach or default by or claims against any other person or entity. Licensor shall not be liable for, and Licensee shall not assert, any deduction, set off or claim of any nature against Licensor for, any act or omission of or any breach or default by StadiumCo ("StadiumCo" means SoFi Stadium builder and operator Stadco LA, LLC, a Delaware limited liability company, together with its successors and assigns) or Ground Lessor (as defined below) or other person or entity other than Licensor. Licensee shall be bound by the terms and conditions established from time to time by (i) Licensor, (ii) Ground Lessor, (iii) StadiumCo, or (iv) the NFL for cancellation or postponement of the Game. Licensee’s rights under this License, including the rights to have access to and use the Suite and to obtain admission to the Stadium or the Suite, are subject to the conditions precedent of payment by Licensee to Licensor of all sums then due Licensor and upon Licensee’s continued compliance with the terms and conditions of this License.
4. Tickets. Licensee shall receive the Tickets set forth in the Summary for access to the Suite for the Game during the Game Hours. Each Ticket is a revocable license that grants only a one-time entry into the stadium and a seat, or if specified on the ticket, a standing location, for the specified game with no right of re-entry and is subject to the terms accompanying the mobile ticket ("Ticket"). Licensee acknowledges and agrees that this License does not grant Licensee any rights to access the Suite for any other event in the Stadium other than the Game. Each occupant of the Suite during the Game must have the required Ticket for the Game. Licensee is responsible for ensuring that each individual in attendance at the Suite has the required Ticket. In the event any individual seeks access, or is permitted access, to the Suite by Licensee without the required Ticket, Licensor may, in its sole discretion, refuse admittance to the Suite and/or require that such individual immediately leave the Stadium. Licensee and Licensee's invitees and guests are each subject to, and shall comply with, all provisions set forth on the back of the Ticket, including, without limitation, any policy adopted with respect to the cancellation or postponement of games or events.
5. Use of Suite.
   1. Access. Licensee’s use of and access to the Suite is subject to the terms and provisions of this License, including, without limitation, the timely payment of the License Fee, Use Charges and Restoration and Repair Costs. Except during the Event Hours, Licensee shall not be entitled to access to, or use of, the Suite or any other portion of the Stadium. Licensee and Licensee’s invitees and guests shall be permitted access to the Suite on the Game Date for a period of time beginning in advance of the scheduled start of the event and continuing for a period of time after the conclusion of the Game, in each case as determined by Licensor in its sole discretion (the "Event Hours"). Such Event Hours for the Game shall generally coincide with the time the Stadium gates are opened for admission of the general public for the Game and continue for a period of one (1) hour after the conclusion of the Game or such other time period as may be set by Licensor.
   2. Compliance. Licensee, and Licensee’s invitees and guests shall: (i) comply with all Applicable Laws and all Rules and Regulations (as defined in Section 13 of this Exhibit A); (ii) maintain proper decorum while using the Suite or any other portion of the Stadium; and (iii) not film, record or transmit from the Suite, or any other portion of the Stadium all or any portion of the Game, or any description thereof, by any means (including without limitation radio or television broadcasting, whether broadcast "live" or by means of film, tape or other technology, including, but not limited to, camera and video-enabled cellular telephones). Without limiting the foregoing, Licensee and Licensee’s invitees and guests shall not suffer or permit the use of the Suite, or any other portion of the Stadium, in violation of this License, or create any nuisance or take any action that either diminishes hazard insurance coverage for the Stadium or increases the premium payable for such insurance. Licensee shall be held responsible for its actions as well as those of its invitees and guests. For the purposes of this License, the term "Applicable Laws" means any and all applicable present and future laws, rules, regulations, statutes, judicial decisions, public health guidelines, requirements, rulings, orders, ordinances, constitutions, treaties, standards, and permits that have been adopted, enacted, issued, or ordered by any governmental authority, entity or court, including any administrative law tribunal.
   3. Common Areas. Licensee shall be entitled to the non-exclusive use in common with Licensor and other users of the Stadium of the sidewalks, stairways, ramps, toilets, elevators and other portions of the Stadium as Licensor may designate from time to time for shared use by Licensee and other users of the Stadium, subject to any and all Rules and Regulations and other rights reserved by Licensor.
   4. Licensor Access. Licensor and its agents and employees shall, at all times during the Event Hours, have access to the Suite to the extent deemed necessary by Licensor: (i) for the performance of its obligations under this License and for any and all purposes related thereto, (ii) to investigate any suspected violations of the terms and conditions of this License, or (iii) otherwise in connection with the operation and maintenance of the Suite. Licensee shall not interfere with Licensor’s right of access by installation of additional or changed locks or otherwise.
   5. Removal; Restrictions. Licensor reserves the right, in its sole discretion and on its own behalf or through a designee, to enter the Suite and to remove any Ticket holder or occupant who has violated or is violating the terms of this License, including any Applicable Laws or Rules and Regulations applicable to conduct in the Suite or the Stadium, or who is creating a nuisance or disturbance in or about the Suite or the Stadium. Licensor shall have the right, in its sole discretion, to prohibit the consumption of alcoholic beverages within the Suite for or during the Game.
   6. Limitation on Actions with the Suite. Licensee shall not permit any lighting, sound or odors that are visible, audible or perceptible from outside the Suite without the prior written permission of Licensor. Licensee may not hang any signage outside of the Suite or have signage within the Suite that would be visible from the Stadium seating area. Microwave ovens or other food preparation appliances are strictly prohibited within the Suite. Licensee may not remove from the Suite any equipment, appliances, furnishings, fixtures or other personal property contained in the Suite.
   7. Grant of Right to Use Image and Likeness. Licensee acknowledges that agrees that Licensor, Chargers Football Company, LLC, the NFL, and each of their parent, subsidiary, affiliated and related entities and certain current and future sponsors, assignees and licensees will have the unrestricted, irrevocable, assignable right and license to use Licensee and Licensee’s guests image, likeness, name, voice, comments and/or other proprietary or public rights in any live or recorded broadcast, telecast, photograph, video, audiovisual and/or other recording taken in connection with the Game or other transmission, distribution, public performance, or reproduction in whole or in part of the Game, for all purposes, worldwide, in perpetuity, and in any and all media now or hereafter known, without compensation or consideration, notification or permission, unless otherwise prohibited by applicable law.
   8. Game Information. Licensee agrees that (i) neither Licensee nor Licensee’s guests will transmit or aid in transmitting any photographs, images, videos, audio, livestreams or other accounts or descriptions (including play-by-play data) (whether text, data or visual), in any media, of all or any part of the game or other event held at the Stadium, or any entertainment, attractions, warm-ups, pre-game, or post-game or between-commercial break activities, promotions or competitions offered in connection with the Game including any account, description, picture, video, audio, reproduction or other information concerning the Game (collectively, the "Game Information"), and (ii) Chargers Football Company, LLC or the NFL or its affiliates, as applicable, are the exclusive owner of all copyrights and other proprietary rights in the Game and the Game Information.
6. Food and Beverage Services. No food or beverages other than those purchased from Licensor, from such authorized food and beverage catering concession service designated by Licensor or from the concessionaires in the Stadium may be brought into or be prepared or consumed in the Suite. Failure to pay any charges or expenses for food, beverages and services shall be a default by Licensee under this License. Licensor or the catering concession service has the option in its sole discretion to require that a valid, effective credit card be put on file so that food and beverage services can be directly charged to that credit card. Licensee is hereby advised that Applicable Laws may prohibit consuming alcoholic beverages within the Suite if purchased at Stadium concession stands and other identified areas of the Stadium. Licensee covenants and agrees that it shall, and it shall cause its guests or invitees to, observe all Applicable Laws governing the consumption of alcoholic beverages within the Suite, and Licensee is responsible for such guests and invitees. Licensee shall be responsible to ensure that at least one (1) adult, age twenty-one (21) years or older, is present in the Suite at all times in which the Suite is occupied by Licensee or its invitees or guests. Licensee and its invitees and guests shall not allow any individual under the legal drinking age to consume any alcoholic beverage from, in or around the Suite.
7. Parking. For the purposes of this License, the term "Parking Lot" shall mean a parking lot or garage located in the vicinity of the Stadium and designated by Licensor in its sole discretion. The location of each Parking Lot may be changed from time to time prior to the Game in the sole discretion of Licensor.
8. Furnishings and Décor; Alterations.
   1. Suite Furnishings and Décor. The Suite shall be furnished and equipped by Licensor. Licensor shall have the right, at its sole discretion, to make any additions, changes, or alterations to the interior or exterior of the Suite or Suite fixtures, furnishings, equipment, or décor. All such furnishings shall be and remain the property of Licensor. Licensee accepts the Suite and its furnishings in "as is" condition and assumes responsibility for the equipment, appliances, furnishings and fixtures provided by Licensor in the Suite.
   2. Alterations of the Suite. Licensee shall not make any alterations or changes to the interior or exterior of the Suite.
   3. No Liens. No liens or encumbrances may be placed upon the Stadium, the Suite, or any part thereof by, through, or under Licensee.
9. Taxes. Licensee agrees to pay, and to fully indemnify Licensor for the payment of, all taxes or surcharges ("Taxes") that may be imposed by any governmental authority with respect to or on account of this License, the use of the Suite or the provision or sale of Tickets and other services and benefits under this License, including, but not limited to, all sales, privilege, rental, use, admissions, amusement, property, parking, ticket, television service or other governmental taxes, impositions or assessments. Licensor shall have the right, but not the obligation, to advance Taxes due on behalf of Licensee. Licensee shall pay any invoice for Taxes promptly on receipt.
10. Liability; Assumption of Risk; Indemnification; Disclaimer.
    1. Limitation of Liability. None of Licensor, the NFL, Ground Lessor, StadiumCo, or any of their respective officers, partners, employees, directors, members, owners, managers or agents (collectively, the "Licensor Parties") shall be liable or responsible for any loss, damage, or injury to any person or to any property of Licensee or Licensee’s invitees or guests in, around or upon the Suite, the Stadium or any Parking Lot, resulting from any cause whatsoever, including, but not limited to, theft and vandalism, unless due to, and only to the extent of, the willful misconduct of one of the Licensor Parties and then only the Licensor Parties who have committed such willful misconduct shall be liable.
    2. Assumption of Risk. Licensee and its officers, members, directors, agents, representatives, employees, visitors, and guests and invitees assume all risk and danger incidental and related to the games of football, and other events, including, without limitation, the danger of being injured by projectiles (whether or not applicable to the event), players, participants, other patrons, and game and other event equipment, and agree that the Licensor Parties, any sports league, and any other sports teams playing in the Stadium, and other individuals producing, performing, or participating in games or events are not liable for any injuries attributable to such causes.
       1. Acknowledgments of COVID-19 and Other Risks of Injury to Person or Property. Licensee fully understands and acknowledges that (a) the novel coronavirus SARS-CoV-2 and any resulting disease (together with any mutation, adaptation or variation thereof, "COVID-19") is extremely contagious and there is an inherent risk of exposure to COVID-19 in any place where people are or have been present, including that people reportedly can be infected and show no symptoms and therefore spread the disease; (b) no precautions, including the protocols that will be implemented from time to time by Licensor, Chargers Football Company, LLC, the National Football League, StadiumCo, and/or third parties (including, but not limited to, federal and state governmental agencies) (collectively, the "Facilities Protocols"), can eliminate the risk of exposure to COVID-19; (c) while people of all ages and health conditions have been adversely affected by COVID-19, certain people have been identified by public health authorities as having greater risk based on age and/or underlying medical conditions; (d) there is no known treatment or cure for COVID-19, and while available vaccines appear to be effective at preventing the disease in vaccinated persons, information is still being developed regarding variants of the virus and the risks of vaccinated persons as carriers of the virus; and (e) exposure to COVID-19 can result in being subject to quarantine requirements, illness, disability, other short-term and long-term health effects, and/or death, regardless of age or health condition. LICENSEE FULLY UNDERSTANDS AND KNOWINGLY AND VOLUNTARILY ASSUMES ALL RISKS related to use of the Suite and attendance at the Game, including but not limited to being granted access to, traveling to and from, entering or remaining, at, the Game, including, without limitation, the risk of illness or bodily injury, the risk of exposure to communicable diseases, viruses, bacteria or illnesses (including, without limitation, COVID-19), and the causes thereof, sickness, personal injury, disability, other short-term or long-term health effects and death, and lost, stolen or damaged property, which might result not only from my own actions, inactions or negligence, but from the actions, inactions or negligence of any of the Released Parties (as defined below). Licensee accepts personal responsibility for any and all damages, liability, and other losses that Licensee (if an individual) and Licensee’s Related Persons may incur in connection with the foregoing risks. Licensee hereby agrees to inform all guests and invitees of the above risks.
       2. Licensee hereby agrees to follow, and ensure all guests and invitees follow, all policies and protocols, including without limitation health and safety policies and assessments, established by Licensor, the NFL, StadiumCo, and/or government authorities, including without limitation the instructions of Game staff or posted signs/notices while attending the Game or on Stadium premises.
    3. Indemnity. Licensee hereby agrees to indemnify, defend, and hold the Licensor Parties harmless from and against any claim, loss, liability, expense, injury, or damage to the property or person of Licensee or Licensee’s invitees or guests occurring in, upon or around the Suite, the Stadium or any Parking Lots resulting from any cause whatsoever, including without limitation, Licensee’s use of the Suite, except to the extent any such claim, loss, expense, injury, or damage is caused by the willful misconduct of the Licensor Parties. Further, Licensee shall indemnify and hold Licensor harmless from and against any and all liability, loss, claims, demands, costs and expenses incurred by Licensor in connection with the contravention, or alleged contravention, by Licensee, or any of Licensee’s invitees or guests, of the provisions of this License or Applicable Laws, the Rules and Regulations or any act or omission, including negligence and willful misconduct, of Licensee or Licensee’s invitees or guests arising from, in connection with, or incident to the use and occupancy of the Suite, any other areas of the Stadium or any Parking Lot to which such persons gained access. Such indemnity by Licensee shall include, without limitation, the obligation to provide in advance all costs and expenses of defense against any such indemnified claims.
    4. Limitation on Remedy. With respect to any claim by Licensee under, in connection with, or in any way related to this License, Licensee specifically agrees that its sole and exclusive remedy at law or in equity will be to a refund of the License Fee previously paid, less any License Fee applicable to any period of time before such claim arose, it being agreed that none of the Licensor Parties shall ever be personally liable on account of such claim. In no event shall any Licensor Party ever be liable to Licensee for any indirect, special or consequential damages suffered by Licensee or any of Licensee’s invitees or guests, for whatever cost. Licensee hereby waives all rights of recovery against Licensor for or arising out of damage to or destruction of any property of Licensee located within the Suite and the Stadium from causes then included under any of Licensee’s property and casualty coverage insurance policies.
11. Default; Remedies.
    1. Default. TThe occurrence of any of the following shall constitute a default under this License by Licensee: (i) the failure by Licensee to pay when due any installment of the License Fee; (ii) the failure by Licensee to pay when due any Use Charges or Restoration and Repair Costs,; (iii) a breach by Licensee of the provisions of Section 17 of this Exhibit A (Assignment); (iv) the failure by Licensee to observe and perform any other term, provision, condition or covenant of this License to be observed or performed by Licensee.
    2. Remedies. In the event of any default under this License by Licensee, Licensor, at its option, may do separately or collectively any one or more of the following: (i) terminate this License by giving written notice of termination to Licensee, whereupon this License shall terminate and all rights and privileges of Licensee under this License shall be deemed revoked, and upon such termination, Licensee shall not be entitled to a refund of any License Fee paid hereunder and shall remain liable for the payment of any other charges or fees due hereunder which have not been paid at the time of termination; (ii) deny Licensee admission to the Stadium and use of the Suite; (iii) apply all or any portion of any security deposit that may have been provided by Licensee; and (iv) pursue any other right or remedy available to Licensor at law or in equity or hereunder. The foregoing remedies of Licensor shall be cumulative, and Licensor’s exercise of any remedy or remedies set forth herein shall not preclude its exercise of any other right or remedy set forth herein or any other right or remedy lawfully available to Licensor. No waiver by Licensor of any default by Licensee hereunder shall be construed to be a waiver or release of any other or subsequent default by Licensee hereunder, and no failure or delay by Licensor in the exercise of any remedy provided for herein shall operate as or be construed to constitute a forfeiture or waiver thereof or of any other right or remedy lawfully available to Licensor.
12. Cancellation or Non-Performance of the Game; Suite Unusable for the Game; Non-Refundable.
    1. Cancellation or Non-Performance of the Game. If a cancellation or non-performance of the Game occurs for any reason, including without limitation, due to damage to or destruction of the Stadium, a full or partial condemnation of the Stadium, or a Force Majeure Event, then Licensee shall be entitled to a refund of the License Fee. For purposes of this License, (i) a "Labor Disturbance" shall include, without limitation, any strike, lock-out, or other labor disturbance, specifically including, but not limited to, NFL players’ strikes and NFL owners’ lock- outs, and (ii) a "Force Majeure Event" shall include, without limitation, riots, civil insurrection, civil disobedience, Labor Disturbances, acts of terrorism or sabotage, acts of God, acts of war, failure of a utility provider to provide adequate utilities, interruption or delay of transportation, natural disasters, severe or inclement weather, pandemic, epidemic, or other public health emergency, governmental actions or prohibition, Applicable Law that prohibits the Game, or any other event or circumstance beyond the reasonable control of Licensor.
    2. Suite Unusable for the Game. If, prior to the Game, damage to or destruction of the Suite occurs that renders the Suite unusable for the Game, then Licensor may, at its option, provide Licensee with a (i) a reasonably comparable suite for the Game; (ii) a refund of the License Fee; or (iii) another mutually acceptable suite that is not reasonably comparable, as to which an appropriate price adjustment (upward or downward as applicable) is made.
    3. Sole and Exclusive Remedy; Non-Refundable. The provisions of Section 12(a) and 12(b) are Licensee’s sole and exclusive remedies if the Suite is unusable or unavailable and except as provided in Sections 12(a) and 12(b), the License Fee shall be completely nonrefundable.
13. Rules and Regulations. Licensee agrees to observe, and to cause Licensee’s invitees and guests to observe, all rules, regulations and policies of Licensor, the NFL (including, but not limited to, the NFL Rules (defined below)), Ground Lessor, and StadiumCo regarding the use and occupancy of the Suites in the Stadium and attendance at or conduct during the Game, including any amendments or modifications that may be adopted or administered by any such entity or any successor thereto from time to time (collectively, the "Rules and Regulations"), and all or part of Licensee’s rights and interests under this License may be revoked in the event of the failure of Licensee, or any of Licensee’s invitees or guests, to comply with such Rules and Regulations. Additionally, and not notwithstanding any other provision of this License to the contrary, this License and all the rights, exclusivities, and protections granted by Licensor to Licensee hereunder shall at the request of the NFL Commissioner be subject to review and the prior written approval of the NFL Commissioner, and is in all respects subordinate to (and shall not prevent the issuance, entering into or amendment of) the NFL Rules as each may be issued, entered into or amended from time to time, and any present or future agreements or arrangements entered into with third parties by the NFL or the NFL Commissioner, or any NFL affiliated entity. For the purposes of this License, the term "NFL Rules" means the NFL’s Constitution, By-Laws, rules, regulations, Game Operations Manual, policies, mandates and agreements, in each case as amended and in effect from time to time and any interpretation of any of the foregoing issued from time to time by the NFL Commissioner.
14. Representations and Warranties.
    1. Licensee Representations and Warranties. Licensee hereby represents, warrants and agrees as follows: (i) Licensee has read and understands the terms of this License; (ii) Licensee is entering into this License for Licensee’s own use and not with a view to the distribution, transfer or resale of all or part of the rights and interests hereunder; (iii) Licensee has full authority and legal capacity to enter into and sign this License and carry out its terms and conditions and, when the conditions described in the Suite License Agreement Summary are met, this License shall be a legal and binding obligation of Licensee, enforceable in accordance with its terms; and (iv) Licensee acknowledges that this License shall not be used for any investment purpose whatsoever.
    2. Disclaimer of Warranty. LICENSEE ACKNOWLEDGES THAT NEITHER LICENSOR NOR ANY PERSON OR PERSONS ON BEHALF OF LICENSOR HAS MADE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THIS LICENSE OTHER THAN AS IS SPECIFICALLY SET FORTH IN THIS LICENSE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY OF CONDITION, VALUE OR EXPECTATION OF VALUE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO (I) THIS LICENSE, (II) THE SUITE, OR (III) THE STADIUM AND ITS APPURTENANT FACILITIES.
15. Confidentiality. Licensee agrees that it shall hold the terms and conditions of this License in strict confidence and shall not make any disclosure, publicly or privately, of the terms and conditions hereof, other than as agreed in writing by Licensor, and except as otherwise required by Applicable Laws, in response to a subpoena or to enforce its rights hereunder. Notwithstanding the foregoing, Licensee may disclose the terms of this License to Licensee’s counsel in connection with the negotiation of this License. Licensee consents to the release of Licensee’s name as a holder of a suite license, and to the recording or filing of this License, as determined to be necessary in conjunction with any sales or financing transactions contemplated by Licensor or any assignee, transferee, beneficiary, pledgee or mortgagee.
16. Dispute Resolution.
    1. Dispute Resolution by Judicial Reference.
       1. Jurisdiction. The parties hereto agree that the Federal and State Courts located in Orange County, California ("Court") shall have exclusive jurisdiction over any action or proceeding brought to enforce or interpret any provision of this Agreement or otherwise arising out of the transaction described herein ("Action"), and the parties hereby consent to the exercise of personal jurisdiction over them by the Court for purposes of resolving the Action. Any party may file a complaint with the Court, and in no other court. However, upon the filing of the complaint, the filing party shall file therewith an application for an order for general judicial reference pursuant to California Code of Civil Procedure Sections 638, et seq. The parties shall cooperate in stipulating to the granting of the application. The application shall request a referral to a retired judge or justice from the Orange County, CA panel members of JAMS. The parties shall stipulate as to the specific judge or justice within five (5) business days after service of the complaint, and the filing party shall amend the application to include said referee. If either party refuses to so stipulate to judicial reference or a to specific referee within the five (5) business days after service of the complaint, the other party may move for said order and appointment by the Court. The referee shall try all of the issues involved in the case, including all pre-trial and post-trial hearings, motions and matters of any kind whether of fact or of law and report a statement of decision thereon which shall stand as a decision of the Court. The referee shall have all the powers of a regular sitting Superior Court judge including without limitation the power to impose sanctions and to hold in contempt, to award professional fees and costs to the prevailing party, as determined by the referee, and to hear post-hearing motions. Discovery shall be permitted in accordance with law and must be completed no later than ten (10) calendar days prior to the date first set for trial. A court reporter at the trial may be requested by any party, provided that the record shall remain confidential except as may be necessary for post-hearing motions and any appeals. The trial must commence within sixty (60) calendar days after the date of appointment of the referee. Should JAMS, or a successor of JAMS, not be in existence at the time an Action arises, the parties agree to jointly select in good faith an alternate organization offering at that time services substantially similar to those now offered by JAMS and, when so selected, such alternate organization shall be substituted for JAMS wherever JAMS is referred to herein.
       2. Costs; Fees. Until the prevailing party is determined, each party shall share equally in the fees and costs of JAMS and the referee (together, "JAMS Costs"). If and when the referee identifies a prevailing party, the losing party shall pay the prevailing party’s reasonable attorneys’ fees and all JAMS Costs and shall refund to the prevailing party those JAMS Costs already paid by the prevailing party. A prevailing party is a party that is successful, in whole or in substantial part, in the Action, whether by settlement, stipulation, order, or in any other manner, with or without a judgment being entered in the Action.
       3. VOLUNTARY AGREEMENT TO REFERENCE. EACH PARTY RECOGNIZES AND AGREES THAT ALL ACTIONS RESOLVED UNDER THIS JUDICIAL REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY, AND THAT SUCH PARTY HAS AGREED TO THIS REFERENCE PROVISION AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF HIS OR ITS OWN CHOICE. EACH PARTY KNOWINGLY AND VOLUNTARILY AND TO THEIR MUTUAL BENEFIT AGREES THAT THIS JUDICIAL REFERENCE PROVISION WILL APPLY TO ANY AND ALL ACTIONS.
       4. Emergency Equitable Relief. The above judicial reference provision at JAMS notwithstanding, any party may seek emergency equitable relief in the Court to restrain or prohibit any breach or threatened breach of any covenant of the parties set forth in this Agreement.
       5. Confidentiality. Each party acknowledges and agrees that the Confidentiality provisions of Section 15 shall expressly apply to any Action to the greatest extent possible under applicable law. In furtherance of the foregoing, each party hereby agrees to request, and not to contest any other party’s request, that all proceedings be maintained on a confidential basis and that all documents and pleadings be filed under seal.
    2. Equitable Relief. Nothing herein shall be construed to prevent any party from seeking equitable relief in any court of competent jurisdiction to restrain or prohibit any breach or threatened breach of any covenant of the parties set forth in this License, whether or not the parties have first sought to resolve the dispute through negotiation or arbitration pursuant to this Section 16.
17. Assignment.
    1. Assignment by Licensee. Licensee shall not assign, sell, sublease, transfer, mortgage or otherwise alienate or encumber (any such act being to "assign" and to result in an "assignment") this License or any interest herein without Licensor’s prior written consent, which consent may be withheld in Licensor’s sole discretion; provided, however, that Licensee may distribute, for no consideration, Tickets provided to Licensee or Parking Passes provided to Licensee to Licensee’s invitees and guests for use in the manner permitted under this License. Licensee further agrees not to sell any Parking Passes, any Tickets, or any rights to admission to the Suite or the Club Facilities or otherwise permit any person to occupy the same for hire, it being expressly understood that the use of Tickets, the Suite, the Parking Passes, and the Club Facilities pursuant to this License shall be solely for the use, enjoyment, and entertainment of Licensee and its invitees and guests. Licensee agrees not to solicit or accept any direct or indirect payment or income from any person or entity for the use of Tickets, the Suite, the Parking Passes, or the Club Facilities.
    2. Assignment by Licensor. Licensor may, without Licensee’s consent, sell, transfer or assign Licensor’s interest in this License or any of Licensor’s rights under this License (in whole or in part, by operation of law, or otherwise) to any person or entity in connection with a sale, transfer or assignment of the Stadium or Licensor’s interest therein.
18. Subordination. This License and Licensee’s rights hereunder are expressly subject and subordinate to: (a) (a) that certain Ground Lease, as may be amended or restated from time to time, (the "Ground Lease"), by and between Pincay RE, LLC (together with its successors and assigns, "Ground Lessor"), as landlord, and StadiumCo, as tenant, (b) that certain Sublease and Venue Agreement, as may be amended or restated from time to time, the "Chargers Lease", by and between StadiumCo, as landlord, and Licensor, as tenant, (c) any and all other leases (ground or otherwise), mortgages, deeds of trust, security instruments or other Financing documents affecting the Stadium or land upon which the Stadium is located, or Licensor’s interest therein, as any of the same may be amended or restated from time to time, (d) all zoning, building and other laws, regulations and ordinances of any and all municipal, governmental and quasi governmental bodies and agencies having jurisdiction over the Stadium or land upon which the Stadium is located, as any of the same may be modified or amended from time to time, and (e) any and all matters affecting the state of title to the Stadium and land upon which the Stadium is located, whether or not recorded in the public records.
19. Miscellaneous.
    1. Notices. All notices, demands and other communications between the parties required or appropriate hereunder shall be in writing and deemed given if mailed, postage prepaid, to the respective addresses set forth in this License, or to such other address as may be designated by either party, from time to time, in writing; provided that notices, demands and other communications to Licensee may be given by email if Licensee has executed the attached consent regarding e-mail delivery or otherwise consented in writing to such e-mail delivery.
    2. Affirmative Consent to Receive Additional Electronic Communications. Other than the notices that may be delivered by email pursuant to Section 19(a), Licensee hereby affirmatively consents, acknowledges, and agrees that (i) Licensor, the NFL, and other third parties (collectively, the "Email Parties") may send Licensee emails or other electronic communications related to events, promotions, and information relating to the Los Angeles Chargers and/or the Stadium (the "Additional Electronic Communications") at the email address and/or phone number set forth in the Summary; (ii) Licensee’s consent to receive Additional Electronic Communications from the Email Parties as provided herein shall not modify this License or any other agreement between Licensee and Licensor; and (iii) Licensee may revoke its consent to receive Additional Electronic Communications by making a request, either by using the unsubscribe function in the message received or by advising Licensor thereof in writing.
    3. Governing Law; Jurisdiction; Venue. THIS LICENSE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. SUBJECT IN ALL RESPECTS TO THE PROVISIONS OF SECTION 16 HEREOF, IN ANY ACTION OR PROCEEDING ARISING FROM THIS LICENSE, EACH OF LICENSOR AND LICENSEE HEREBY CONSENTS TO (i) THE JURISDICTION OF ANY FEDERAL OR STATE COURT SITUATED IN LOS ANGELES, CALIFORNIA, (ii) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (iii) IN THE INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES AGAINST ANOTHER, ITS SUCCESSORS AND PERMITTED ASSIGNS, IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, THE RELATIONSHIP OF LICENSOR AND LICENSEE, LICENSEE’S USE OF THE SUITE, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. IN THE EVENT LICENSOR COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR AMOUNTS DUE HEREUNDER, LICENSEE SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW.
    4. Entire Agreement. This License contains the entire agreement of the parties with respect to the matters provided for herein, and shall supersede any written instrument or oral agreement previously made or entered into by the parties to this License, specifically including, but not limited to, any advertising or marketing materials distributed (in any form) by Licensor and/or its agents. In the event of a conflict between this Exhibit A and any other part of this License, the terms of this Exhibit A shall control.
    5. Benefit and Binding; Amendment. This License, 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 assigns. No amendment or modification to this License shall be effective unless the same is in writing and signed by both Licensor and Licensee.
    6. No Waiver. No delay of or omission in the exercise of any right, power or remedy accruing to any party under this License shall impair any such right, power or remedy, nor shall it be construed as a waiver of any future exercise of any right, power or remedy.
    7. Joint and Several Liability. In the event that more than one (1) person and/or entity executes this License as Licensee, each such person and/or entity shall be jointly and severally liable for all costs, payments, obligations and responsibilities of Licensee under this License. Licensor shall not be liable or responsible for any loss, liability or damage resulting from the sharing of this License among the persons and/or entities that execute this License as Licensee or arising under any agreement between or among such persons and/or entities.
    8. Severability. In case any provision of this License shall be invalid, illegal, or unenforceable, such provision shall be severed from this License. The validity, legality, and enforceability of the remaining provisions of this License shall not in any way be affected or impaired thereby.
    9. Cumulative Remedies. All rights and remedies of Licensor shall be cumulative and said rights and remedies may be exercised and enforced concurrently or separately. Any waiver of rights, interests and obligations by a party to this License must be in writing to be enforceable. No waiver by any party of any default or breach by any other party hereunder shall be construed to be a waiver or release of any prior or subsequent default or breach hereunder, and no failure or delay by any party in the exercise of any right or remedy shall be construed to constitute a forfeiture or waiver thereof or of any other right or remedy.
    10. Time is of the Essence. Time is of the essence in the performance of Licensee’s obligations under this License.
    11. Injunctive Relief. Licensee agrees that irreparable damage would occur in the event that Licensee violates any of the provisions of this License that are not (other than the payment of money) performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Licensor shall be entitled to injunctive relief to prevent breaches of this License and to enforce the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.
    12. Headings; Interpretation. The section and other descriptive titles and headings set forth in this License are provided for reference purposes only and shall not govern or be used in the interpretation of this License. Each party acknowledges that such party and its counsel, after negotiation and consultation, have reviewed and revised this License. As such, the terms of this License shall be fairly construed and the usual rule of construction, to the effect that any ambiguities herein should be resolved against the drafting party, shall not be employed in the interpretation of this License.
    13. Survival. Each of Licensee’s representations, covenants and agreements set forth in this License shall survive any termination or expiration of this License until such representations, covenants and agreements are fully satisfied and require no further performance or forbearance, or the rights of a person and/or entity hereunder expire on a specific date or pursuant to a specific event or occurrence.
    14. Counterparts. This License may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same License. The counterparts of this License may be executed and delivered via facsimile or other electronic means by any of the parties to any other party, and the receiving party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received.