Purchase Agreement

CHINA BASIN BALLPARK COMPANY LLC, a Delaware limited liability company (“CBBC” or “Lessor”), and the undersigned ( “Lessee”), hereby agree as follows: For consideration of the payment of the rental fee stated below, Lessor grants Lessee the right to use the space stated above (“Luxury Suite”) at Oracle Park (the “Ballpark”) to attend the baseball game (“Game”) on the game date(s) stated above (the “Game Date”) on the terms and conditions set forth in these terms and conditions (together with the above invoice, this “Agreement”). CBBC is an affiliate of the San Francisco Giants major league baseball club (the “Giants”).

1. Fees and Repair. Lessee agrees to pay to CBBC the rental fee (the “Rental Fee”) stated in the above invoice no later than 7 days after the reservation is made or 3 days prior to the game date, whichever is earlier. In the event the reservation is made within 3 days of the Game Date, the Rental Fee is due upon receipt of this agreement. The full amount of the Rental Fee is non-refundable. Lessee shall keep the Luxury Suite in good repair, order and condition and shall return the Luxury Suite to CBBC in the same condition as existed when Lessee received the Luxury Suite. Lessee shall be responsible for all charges and expenses for catering and long distance telephone services incurred by Lessee and its guests while using the Luxury Suite. Lessee agrees that the credit card identified below will be charged for all additional costs and expenses described herein. CBBC agrees to notify Lessee of such additional charges within ten (10) days after each Game Date.
2. Rules. Lessee and its guests shall at all times maintain proper decorum while using the Luxury Suite and shall abide by all applicable governmental laws, ordinances, rules and regulations, and by the rules and regulations adopted by CBBC and the Giants for the Luxury Suite and the Ballpark. CBBC and the Giants reserve the right to eject Lessee and/or any of Lessee’s guests and revoke the ticket privilege without compensation to Lessee if Lessee or any of its guests exhibits unacceptable behavior.
3. Assumption of Risk, Release, Warranty Disclaimer and Indemnity. Lessee, for Lessee and Lessee’s guests, acknowledges and understands that attendance at the Ballpark constitutes participation in a sports and recreational activity, and knowingly and voluntarily assumes all risks of dangers, including personal injury and damage to or loss of property, arising from, incidental to, or related in any way to attending, observing, and/or participating in the Game, including but not limited to all activities, risks and dangers occurring or originating in the Luxury Suite and surrounding area, spectator stands, concession areas, convenience areas, pedestrian areas, and the playing field, and all risks related to exposure to or contraction of COVID-19. CBBC, the Giants, Major League Baseball-related entities, and/or each of their respective shareholders, parents, affiliates, officers, directors, and employees (“Released Parties”) shall not be liable or responsible for any loss, damage or injury (including death) to any person, or to any property of Lessee or Lessee’s guests in, about or around the Luxury Suite or the Ballpark, suffered in connection with the Game and/or the negligence of any of the Released Parties, including, but not limited to, exposure to or contraction of COVID-19. Lessee releases the Released Parties from any and all claims which Lessee or Lessee’s guests has or may have for any other cause of action arising out of attendance at, observation of, and/or participation in the Game to the maximum extent allowed under the law. LESSEE ACKNOWLEDGES THAT NEITHER CBBC NOR THE GIANTS NOR ANY PERSON ON BEHALF OF EITHER HAVE MADE ANY REPRESENTATIONS OR WARRANTIES WHATSOVER REGARDING THE LUXURY SUITE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY OF CONDITION, VALUE OR EXPECTATION OF VALUE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE LUXURY SUITE OR THE BALLPARK. Lessee shall indemnify, defend and hold harmless Lessor and the San Francisco Giants from and against all claims, demands, liabilities, losses, damages, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, arising from Lessee or Lessee’s guests’ use or occupancy of the Luxury Suite and the Ballpark, or the acts or failure to act of Lessee or Lessee’s guests.
4. Limitation of Liability. In no event shall CBBC be liable to the other party for special or consequential damages, including without limitation, extra expenses or loss of profits or damages due to loss of use, regardless of whether any such loss results from negligence or otherwise, and regardless of whether such loss was foreseeable. Further, neither CBBC nor its affiliates shall be liable for damages or losses related to suspected contact with or contraction of COVID-19 incurred by Lessee or its guests as a result of Lessee’s decision to use the Luxury Suite. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability.
5. Default and Remedies. In the event Lessee violates any term or provision of this Agreement, in addition to all other rights and remedies that may be legally available to CBBC, CBBC may (a) retain all payments made by Lessee including, the Rental Fee and/or (b) terminate this Agreement. In addition, Lessee shall be responsible for all reasonable attorneys’ fees and costs of collection.
6. Food Service. CBBC will make available to Lessee food and beverage catering services from a caterer designated by CBBC at rates established by the caterer and approved by CBBC. All food and beverages consumed in the Luxury Suite shall be purchased from the catering service designated by CBBC or from the Ballpark concessionaire. No food or beverage other than those purchased from the designated caterer or from the Ballpark concessionaire may be brought into or prepared or consumed in the Luxury Suite. Neither Lessee nor any of Lessee’s guests may bring any alcoholic beverages into the Ballpark for use or consumption in the Luxury Suite or for any other purpose. Lessee shall be solely responsible for and shall promptly pay to caterer all bills for food, beverages and services rendered in connection with Lessee’s use of the Luxury Suite.
7. Resale of Tickets. Neither Lessee nor any of Lessee’s guests shall have any right to resell any of the admission tickets to the Ballpark or any parking passes purchased by Lessee or provided to Any purported sale, transfer or assignment in violation of this provision shall be null and void and shall constitute an event of default hereunder. Further, the rights granted to Lessee herein are not transferrable to any third party without prior written approval from Lessor.
8. Game Time. The game time for the Game Date associated with this luxury suite rental is subject to change and, in the event of any such change, all terms and provisions of this Agreement shall remain in full effect.
9. Credit for Unavailability. If the Luxury Suite is not available for use on the date(s) set forth in the above invoice or capacity of the Luxury Suite is reduced by an occurrence outside the reasonable control of Lessor, or the Game is not played for any reason and is not rescheduled and played at the Ballpark, Lessee will receive a credit from Lessor which may be applied toward the future use of a Luxury Suite, tickets or other mutually agreed upon uses (the “Credit”). The Credit shall be Lessee’s sole remedy for the unavailability or reduced capacity of the Luxury Suite and Lessor shall not be liable to Licensee except to provide such Credit. The amount of the Credit shall depend on the circumstance and be within Lessor’s reasonable discretion, but shall in no event be less than the amount offered to other similarly situated lessees of luxury suites at the Ballpark.