Purchase Agreement

Sedgwick County, Kansas (“Owner”), ASM Global (“INTRUST Bank Arena Management Company”) and the undersigned Renter (“Renter”) agree as follows (“Agreement”):

1. Deposit. The full amount paid by the Renter to reserve the Suite in conjunction with the execution of this Agreement shall be applied to the tickets to the Events, rental fee, food & beverage minimum, and wait staff service. This does not include 18% gratuity which is automatically charged to the gross total of the Suite food and beverage fee. The renter acknowledges and agrees that the payment is non-refundable.

2. Suite License.

1. Events and Excluded Activities. As used in this Agreement, “Event” means and includes the event which has been paid for use of the Suite held in the Arena for the time period state in this agreement.

3. Access and Use.

1. Renter’s Rights. Renter shall have the right to use the Suite only for the amount of time stated previously in this agreement for which Renter holds Suite Tickets. To use the Suite for each Event, Renter must purchase and present appropriate Suite Tickets for the Event. The procedures for admission of Renter and its guests, possession of tickets, normal operations and other rules governing use of the Suite shall be as set forth in the Suite Rules.
2. Suite Tickets. As used in this Agreement, “Suite Tickets” means the tickets offered for sale by a team or promoter for admission to the Suite for the Event. Renter is required to purchase 16 Suite Tickets for the Event which is included in the license fee.
3. Suite Rules. Renter and its Guests [hereinafter defined] shall comply with the Suite Rules having general application to all the Suites in the Arena (“Suite Rules”), as established and/or amended from time to time by INTRUST Bank Arena Management Company in its absolute discretion. The Suite Rules in effect on the Commencement Date are set forth on Exhibit 2 to this Agreement. Amendments to the Suite Rules will be furnished to Renter from time to time as adopted by Owner and INTRUST Bank Arena Management Company. Any violation of the Suite Rules by Renter or any of its Guests using the Suite and/or associated Amenities shall constitute an Event of Default under this Agreement. As used in this Agreement, “Guests” includes officers, directors, shareholders, partners, agents, representatives, contractors, guests, employees, invitees or any other person(s) using or visiting the Suite at the direction, request or invitation of Renter other than INTRUST Bank Arena Management Company and its Personnel. Owner and INTRUST Bank Arena Management Company agrees to use reasonable efforts to ensure that the Suite Rules are uniformly enforced; but Owner and INTRUST Bank Arena Management Company shall not be liable to Renter or any of its Guests for any violation of Suite Rules. Any amounts due from Renter to Owner and INTRUST Bank Arena Management Company under the Suite Rules shall be paid immediately upon demand by Owner and INTRUST Bank Arena Management Company. In case of a conflict between the provisions of the Suite Rules and the provisions of this Agreement, the provisions of this Agreement shall control.
4. Renter’s Covenants. Renter hereby expressly agrees:
1. not to create or permit its Guests to create a nuisance of any kind, including but not limited to objectionable noises, odors or vibrations, remove furniture, furnishings, fixtures or other property belonging to Owner and INTRUST Bank Arena Management Company or the Arena from the Suite, or otherwise in any manner damage the Suite or any other part of the Arena;
2. to comply with and cause its Guests to comply with all applicable governmental laws, orders, rules and regulations, together with all rules and regulations from time to time adopted by Owner and INTRUST Bank Arena Management Company relating to the use of the Suite and associated amenities, including, without limitation, the Suite Rules;
3. not to engage in improper conduct while using the Suite or interfere with Owner and INTRUST Bank Arena Management Company’s business or the enjoyment of Events by other Arena patrons;
4. to abide by all agreements and restrictions concerning use and transfer of Suite Tickets from time to time set forth in the Suite Rules or on the Suite Tickets;
5. to abide by and cause its Guests to abide by the rules of the Event sponsors and shall at all times maintain proper decorum;
6. to abide by the Suite Rules and all applicable laws, ordinances, rules and regulations pertaining to the service and consumption of alcoholic beverages in the Suite and other parts of the Arena; and
7. to keep and maintain the Suite in good order, repair or condition at all times, subject only to ordinary wear and tear, and to reimburse the Owner and INTRUST Bank Arena Management Company for any costs incurred in repairing any damage to the Suite or the Arena caused by Renter or Renter’s Guests.

4. Damage or Destruction of Suite or Arena.

1. Arena Damage or Destruction. Notwithstanding the foregoing, and whether or not the Suite is damaged in any way, if the Arena is significantly damaged or substantially destroyed by any cause, as determined by Owner and INTRUST Bank Arena Management Company in its reasonable discretion, Owner and INTRUST Bank Arena Management Company may, at its option, terminate this Agreement by written notice to Renter within 60 days after the date of such damage or destruction. Upon termination of this Agreement in such event, Owner and INTRUST Bank Arena Management Company and Renter shall be released from all obligations to be performed hereunder after the termination date and Renter shall be entitled to a refund of any unearned portion of the Fee paid by Renter for the Event during which the damage or destruction occurred, less any sum due and owing by Renter under this Agreement on or before the termination date and less any portion of the Fee attributable to Suite Tickets held or reserved by Renter for the Event moved to another facility after the damage or destruction to the Arena.

5. Release of Liability, Indemnification, Insurance.

1. Assumption of Risk, Standard of Liability, Indemnification. Renter acknowledges and assumes any and all risks of bodily injury associated with or arising from attendance at a sporting event or other Events in the Arena and expressly agrees that Owner and INTRUST Bank Arena Management Company shall not be liable for any bodily injury, personal injury or other damage to Renter or its Guests or for damage to or loss of any property belonging to Renter or its Guests, the associated Amenities, the Arena or adjacent grounds or structures resulting from any cause whatsoever, unless caused by the willful misconduct or gross negligence of Owner and INTRUST Bank Arena Management Company or its Personnel. Renter shall defend, indemnify and hold Owner and INTRUST Bank Arena Management Company, other Event sponsors or participants, and their respective personnel harmless from any liability for damages arising out of bodily injury, personal injury, property loss or other damage, and for costs actually and reasonably incurred (including but not limited to attorneys’ fees) caused by the negligence or willful misconduct of Renter or its Guests in or about the Suite, the Arena or adjacent grounds or structures, or resulting from any breach of this Agreement or any violation of the Suite Rules by Renter or its Guests.

6. Transfer of Renter’s Rights in Suite.

1. Scalping. Renter may not request or receive a premium of any kind for or in connection with an assignment or other transfer of any right or interest in or relating to this Agreement, the Suite or any Suite Tickets or other Arena tickets. As used herein, “premium” means any valuable consideration, whether cash, property or other, and whether or not paid at the time of transfer, the value of which exceeds the unearned portion of any prepaid Fee. Also, Suite Renter agrees to abide by all State and City laws and ordinances regarding scalping of tickets. The rights of Renter under this Agreement shall be subject to immediate termination by Owner or INTRUST Bank Arena Management Company, if Renter is found to be selling Suite Tickets for a price in excess of their face value and in violation of the State and City scalping laws.

7. Force Majeure. Neither Owner and INTRUST Bank Arena Management Company nor Renter shall be obligated to perform any of their respective duties or obligations under this Agreement if such performance is prevented by fire, earthquake, flood, act of God, inevitable accident, epidemic, quarantine, restriction, governmental action, act of public enemy, strike or labor dispute, or by reason of any other matter or condition beyond the reasonable control of either party.

8. Notices. All notices, demands and other communications by or between the parties hereto required by or relating to this Agreement shall be in writing. Each written notice shall be deemed sufficiently given and effective for all purposes upon personal delivery to the party for whom such notice is intended by any reasonable means of delivery, including confirmed telephone facsimile transmission, or, if mailed, postage prepaid, to the notice address set forth in this Agreement or such other address that a party may designate by written notice to the other party, on the third business day after the date of mailing.

If to INTRUST Bank Arena Management Company:

ASM Global, Kansas

500 E. Waterman

Wichita, Kansas 67202

Attention: Hayden Schrag

Phone # 316-440-9027

If to Renter:

See Section 1(c) for Renter’s notice address

9. Entire Agreement. This written Agreement, including the attached exhibits, contains the entire understanding and agreement of the parties hereto with respect to the matters herein set forth and supersedes all prior and contemporaneous agreements and understandings, whether written or unwritten, relating to the subject matter of the Agreement. No representation, promise, inducement, or statement of intention by either party is intended to survive the execution hereof if not set forth and embodied in this Agreement.

EXHIBIT 1

SERVICES AND SPECIAL USE

1. Food and beverage catering and in-Suite bartending services during the Event at rates and on terms established from time to time by Owner and INTRUST Bank Arena Management Company.
2. Concierge services
3. Electricity, lights, water, heat, air conditioning and ventilation during Events.
4. Security services for the Arena and Common Area.
5. Ordinary repair and maintenance of the interior and exterior of the Suite and Common Areas made necessary by normal wear and tear.
6. Dusting, sweeping, and cleaning the Suite and Common Areas and rubbish removal and disposal.

EXHIBIT 2

ARENA SUITE RULES *Subject to change

1. Suites may not be used for any unlawful purpose, including gambling, or for lodging, sleeping, manufacturing, or any other purpose except Event use as defined in the Suite license agreement.
2. Distribution of advertisements or solicitations and canvassing on and about the Arena premises are prohibited.
3. Unauthorized filming, video or audio taping, photographs, records and all other depictions of the Arena and/or Events are prohibited.
4. Storage shall be limited to the coat closet and other cabinets within the Suite. No access above the standard ceiling line or below the standard floor level shall be permitted.
5. Load limits established for the Suite floor must be observed by Renter. The weight, size and location of all furniture and equipment brought into the Suite and the times and manner of moving such items shall be subject to Owner and INTRUST Bank Arena Management Company’s prior approval.
6. Renter shall be responsible for the costs of repairing all damage to the Arena and/or the Suite resulting from the moving or maintenance of Renter’s Property.
7. Owner and INTRUST Bank Arena Management Company shall not be responsible or liable for any loss of or damage to Renter’s property by or as a result of the action of Owner and INTRUST Bank Arena Management Company’s agents, employees or contractors, or any other person.
8. Nuisances, in the manner of noxious gasses or odors, sounds, vibrations, vehicles, pets or any other activity or thing which is offensive, noisy, dangerous or may disturb INTRUST Bank Arena Management or any Arena patron are prohibited.
9. No food or beverages may be brought or delivered to the Suite, except through INTRUST Bank Arena Management Company’s concessions and catering operations.
10. Refuse and trash must be placed in the proper receptacles for disposal by Owner and INTRUST Bank Arena Management Company. In the event that Renter creates an inordinate amount of refuse, disposal shall be at Renter’s expense.
11. Renter must keep the Suite in good order. Cleaning services, such as dusting and routine housekeeping, will be furnished by the Owner and INTRUST Bank Arena Management Company, provided the Suite is unoccupied at the time such services are routinely performed. Cleaning services shall not include cleaning of Renter’s property or decorations, moving of furniture or any other special services.
12. Waste, defacement or marring of the Suite or the Arena in any manner, including the restrooms, is prohibited. Renter shall be responsible for the expense of any breakage, stoppage or damage resulting from acts of Renter, its employees, agents, contractors or guests. Material may not be thrown from any Suite opening or doorway. Any damage, injury, or defect in any plumbing, electrical, heating or air conditioning equipment or apparatus in the Suite should be promptly reported to Owner and INTRUST Bank Arena Management Company.
13. Suite access will be controlled through Arena security personal and/or devices, requiring either a Suite Ticket for the Event or an admission card furnished by INTRUST Bank Arena Management Company. Owner and INTRUST Bank Arena Management Company shall not be responsible or liable for any damages or otherwise resulting from any error or omission in granting or denying access to the Arena or the Suite. Access to the Suite may be denied entirely in the event of any emergency, as determined in Owner and INTRUST Bank Arena Management Company’s reasonable judgment. Owner and INTRUST Bank Arena Management Company reserves the right to enter the Suite from time to time for inspection, performance of its obligations under the Suite license agreement, in emergencies and any time otherwise necessary for the operation, maintenance, security or improvement of the Arena. Owner and INTRUST Bank Arena Management Company’s entry into the Suite for such purposes shall be effected by use a key retained for that purpose, or otherwise, without abatement of fees or other amounts payable by Renter in connection with the Suite license and without liability to Renter. Owner and INTRUST Bank Arena Management Company shall endeavor, however, to avoid unreasonable interference with Renter’s enjoyment of the Suite.
14. Owner and INTRUST Bank Arena Management Company shall not be responsible for any theft or robbery from the Suite or for the personal effects of Renter and its guests.
15. Parking in unauthorized areas may result in removal of the offending vehicle at Renter’s cost, without liability on the part of Owner and INTRUST Bank Arena Management Company.
16. Energy conservation measures must be observed by Renter, including turning off all water faucets and electrical items when leaving the Suite. Renter shall be responsible for any damages resulting from its failure to comply with this rule.
17. The sale, consumption, service and availability of food and beverages, including beer and alcohol beverages, in the Suite may be restricted by Owner and INTRUST Bank Arena Management Company in its absolute discretion and shall be subject to compliance by Renter with all applicable laws, ordinances and regulations. Renter shall be responsible for controlling the conduct of all employees, agents, contractors and guests within the Suite. Owner and INTRUST Bank Arena management Company may exclude or expel from the Suite or the Arena any person who, in Owner and INTRUST Bank Arena Management Company’s judgment, is intoxicated or under the influence of alcohol or drugs, or who violates the Suite Rules. Pursuant to the Suite license agreement Renter has agreed to indemnify and hold harmless Owner and INTRUST Bank Arena Management Company and Owner and INTRUST Bank Arena Management Company’s representatives from and against any and all loss, costs, damage, expense or liability, including without limitation, attorney’s fees, arising from or any way related to the sale, service, use or consumption of beer and alcohol in the Suite.