Purchase Agreement

This event premium suite license agreement (the “Agreement”) is made between TN Arena Limited Partnership by its General Partner TN Arena Inc. (“True North”) and the Licensee. For and in consideration of the mutual covenants and agreements set forth herein, True North and the Licensee agree as follows:

1. Suite License. Subject to the terms, conditions and limitations herein (including the rules and regulations pertaining to the use of the Suite attached to this Agreement as Schedule A (the “Rules”)), True North grants to the Licensee, and the Licensee accepts from True North, this limited license for the use of a premium suite (the “Suite”) within Canada Life Centre in Winnipeg, Manitoba (the “Arena”), for a single event (the “Event”). In addition to the attached Rules, the Licensee acknowledges and agrees that True North may from time to time, in its sole discretion, reasonably modify, amend, supplement, update and delete guidelines within the Rules. Notice of any changes to the Rules shall be given in such manner as True North may elect.

2. Term. The term of this Agreement (“Term”) shall commence on the date this Agreement is executed and expire at the conclusion of the Event.

3. Admission Tickets. Licensee’s right of access to the Suite shall be by presentation of admission tickets for the Event, whether the admission ticket be a physical ticket or otherwise (“Admission Ticket”). Subject to the terms and conditions set forth herein, prior to the Event, True North shall provide to Licensee Admission Tickets that will allow Licensee and Licensee employees or guests (“Licensee Guests”) admission into the Arena and access to the Suite for the Event.

4. License Fee. In addition to any other amounts payable by the Licensee, upon the execution of this Agreement, the Licensee shall pay the non-refundable license fee including the Goods and Services Tax and surcharges thereon (the “License Fee”). The Licensee shall pay the License Fee by cheque, credit card, bank draft, electronic funds transfer, pre-authorized debit, or such other payment method that is acceptable to True North.

5. Use of Suite.

(a) The Licensee and the Licensee’s guests and invitees (the “Licensee Guests”) shall be entitled to use the Suite only for the purpose of viewing the Event and only during the hours of the Event as outlined on the Admission Tickets.

(b) The Licensee and all Licensee Guests shall be bound by the terms and conditions upon which Admission Tickets are issued including, without limitation, any policy adopted by the issuer of such Admission Tickets with respect to the cancellation or postponement of the Event.

(c) In addition to the terms of this Agreement and the Rules, the Licensee acknowledges that True North may, from time to time, establish other rules and regulations governing use of the Arena including without limitation the Suite. True North may from time to time in its sole discretion modify, amend, supplement, update and delete any rules and regulations. Without limiting the generality of the foregoing, such rules and regulations may, among other things, establish standards of behavior for Arena patrons and limitations on access to and use of common areas and any other areas in the Arena. Notice of any such rules and regulations shall be given in such manner as True North may elect.

(d) The Licensee hereby agrees to comply and ensure the Licensee Guests comply with this Agreement, the Rules, and any rules, regulations and procedures for the Arena.

6. Assumption of Risk. The Licensee and the Licensee Guests acknowledge and assume all risks related in any way to the game of hockey or any other sporting event or any other event (including, without limitation, risks of personal injury, property loss and/or damage), arising or resulting from any cause whatsoever (including, without limitation, any acts or omissions by athletes, artists, arena or event personnel, spectators), and other inherent risks incidental to the game of hockey or any other sporting event or any other event including without limitation from negligence and also including specifically but not exclusively, the danger of thrown objects, and whether occurring prior to, during or after the event. The Licensee agrees that the Indemnitees are expressly released and forever discharged by the Licensee and any Licensee Guests from any and all claims arising from or relating to such risks or otherwise occurring at or in connection with the game of hockey or any other sporting event or any other event. With respect to hockey specifically, despite enhanced spectator shielding measures, pucks and sticks still may fly into the spectator area and serious injury can occur. Stay alert at all times including during warmup and after play stops.

7. Care of Suite.

(a) At the expiration or early termination of the Term of this Agreement, the Licensee shall return the Suite to True North, clean and without damage, reasonable wear and tear excepted, and shall be liable to True North to repair any damage caused by the Licensee or any Licensee Guests. Prior to the Event date, the Licensee shall provide True North with a valid credit card number, which True North may use to charge damage to the Suite caused by the Licensee or any Licensee Guests upon prior written notice to the Licensee.

(b) The Licensee shall not remove or alter any fixtures, furnishings, and equipment or other personal property in the Suite.

(c) The Licensee and all Licensee Guests shall maintain proper decorum while using the Suite, shall abide by and observe the Rules including, without limitation, prohibiting the consumption of any alcoholic beverages by any person under 18 years of age and prohibiting the occupation of the Suite by persons under 18 years of age without the presence at all times of a person over 18 years of age.

(d) The Licensee hereby acknowledges and agrees that it shall not have the right to remove any alcoholic beverages from the Suite at any time regardless of whether any bottle, can or other container of the same has ever been opened, and the Licensee further agrees to leave any and all such alcoholic beverages in the Suite at the end of the Event. Any alcoholic beverages left in the Suite at the end of the Event shall be deemed to have been abandoned and True North shall have the right to dispose of the same in accordance with applicable laws without any obligation to pay or otherwise reimburse the Licensee for such items.

8. Cancellation and Termination.

(a) True North may terminate this Agreement at any time, upon notice to the Licensee, with no liability to True North, financial or otherwise.

(b) If the Event is cancelled, then this Agreement shall be terminated and the License Fee shall be returned to the Licensee.

9. Personal Property. True North shall not be responsible for any personal property of the Licensee or any Licensee Guests left in the Suite or in the Arena. Any personal property owned by the Licensee and remaining in the Suite after the end of the Event may, at the option of True North, be deemed to have been abandoned.

10. Access to the Suite.

(a) The Licensee shall be admitted to the Suite during Event Hours by a representative of True North. True North and its agents, affiliates, employees and subcontractors (“True North Agents”) shall have access to the Suite at all times, for such purposes and to such extent as True North shall, in its sole but reasonable discretion, deem necessary or appropriate, including, without limitation, to investigate any violation of the provisions of this Agreement, the Rules or any applicable governmental laws and regulations. The Licensee shall not restrict or impede True North’s access to the Suite or any part thereof, including cabinets, in any manner.

(b) True North reserves the right to remove from the Suite and the Arena the Licensee, Licensee Guests, or any persons who, in the sole discretion of True North or any True North Agents, are (i) conducting themselves in an objectionable manner or (ii) in violation, real or apparent of the terms and conditions of this Agreement or of any Rules. The Licensee hereby waives any and all claims for damages arising from the exercise of such right and the Licensee shall be liable to True North and True North Agents for, and shall indemnify and save harmless, True North and True North Agents from and against all costs, damages, claims, liabilities, actions, proceedings, demands, and expenses of whatsoever nature or kind arising which they may sustain, pay or incur, or which may be brought or made against them, as a result of, in connection with or from the exercise of such right. This section shall survive the expiration or termination of this Agreement.

11. Indemnification. This Section 11 shall survive the expiration or earlier termination of this Agreement. The Licensee shall defend, indemnify and hold harmless True North, Winnipeg Jets Hockey Club Limited Partnership, Winnipeg Jets Hockey Club Inc., the NHL and its member teams, and their respective parent entities, subsidiaries, affiliates, officers, employees, partners, shareholders, members, contractors and agents (collectively, the “Indemnified Parties”) from and against any and all claims, actions, causes of actions (whether arising in contract, tort, by statute or otherwise), demands, rights, damages, costs, loss of services, expenses, compensation, cross claims, counterclaims, third party actions, adversary proceedings, suits at law or in equity, liens, claims of liens and all consequential damages known or unknown, to which the Indemnified Parties may become subject by reason of: (i) any act, alleged or actual negligence, or omission of the Licensee, its agents, contractors, employees or guests; (ii) the use of the Suite, any parking areas or the Arena by the Licensee and the Licensee’s Guests; (iii) the performance, non-performance and/or observation of the Licensee’s covenants, duties and obligations hereunder, including violations of any Rules hereunder. The Licensee shall be responsible for reasonable counsel fees incurred in defense of same.

The Licensee hereby agrees that it will use its best efforts to have all of the Licensee’s Guests drink responsibly and not drive if impaired in any manner, and the Licensee will indemnify and hold the Indemnified Parties harmless from any liability whatsoever based on the actions of the Licensee and/or the Licensee’s Guests.

12. Transfers of Agreement. The Suite is for the sole use of the Licensee and Licensee Guests and the Licensee nor any individual or entity to whom the Licensee distributes any Admission Tickets to, shall not sell, resell, offer for sale, assign, sublicense, rent or otherwise transfer the Suite or any of the Licensee’s rights under this Agreement, including on the secondary market, or advertise or use such Admission Tickets for contests or sweepstakes or any other promotional, commercial or trade purposes whatsoever.

13. Food and Beverage. The Licensee and Licensee Guest are prohibited from bringing into the Suite or the Arena any outside food or beverage of any kind. The Licensee may order food, beverages and other catered items to be delivered through True North to the Suite for use during Event Hours, at the Licensee’s expense. The Licensee shall be solely responsible for, and shall promptly pay, all invoices for food, beverages and services furnished, sold or rendered to any persons using the Suite.

14. Miscellaneous.

(a) No amendment or modification to this Agreement shall be effective unless the same is in writing and signed by both Parties.

(b) Any notice shall be in writing and shall be delivered personally, or served by registered mail or courier, to the addresses first above written. Any notice delivered personally, or served by registered mail or courier, shall be deemed to have been given and received on the date of personal service or on the second business day following the date of mailing or sending.

(c) This Agreement may be executed in one or more counterparts or by electronic counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement.

(d) This Agreement shall be governed by the laws of the Province of Manitoba and the laws of Canada applicable therein, and the parties hereto attorn to the exclusive jurisdiction of the courts of the Province of Manitoba.

(e) If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, the remaining terms and provisions of this Agreement remain in full force and effect and shall be enforceable to the fullest extent permitted by law.

 
SCHEDULE “A”
RULES AND REGULATIONS
Dated as of July 1, 2024

1. The Licensee and any Licensee Guest shall at all times maintain proper decorum while using the Suite and shall not attach, hang or display any signs, banners, advertisements or notices in or around the Suite. The Licensee shall remove forthwith any signs, banners, advertisements or notices at the request of True North.

2. Use of professional recording equipment (video or audio) by the Licensee or any Licensee Guest is prohibited. Still cameras are permitted for Events unless prohibited by the sponsor of such Events. True North and its employees and agents reserve the right: to confiscate tape or film; and to determine acceptable size or type of camera and prohibit entry at their sole discretion.

3. The Licensee and any Licensee Guest shall, while in the Suite, Arena’s parking area, the Arena or on its grounds, comply with all provincial and local laws, rules and regulations governing the sale, possession and consumption of alcoholic beverages and the prohibition of smoking. The Licensee, whether present or not within the Suite, Arena’s parking area, the Arena or on its grounds, shall be responsible for controlling any Licensee Guest in these regards.

4. Upon presentation of an Admission Ticket by the Licensee or a Licensee Guest, the Licensee or the Licensee Guest, as the case may be, shall be entitled to access to, usage and occupation of the Suite for a certain amount of time before and after the Event as communicated by True North to the Licensee.

5. True North or True North Agents may from time to time adopt systems and procedures for the security or safety of the Suites and the Arena, any persons occupying, using or entering the Suites and the Arena, or any fixtures, finishings, furnishings, equipment in the Suites or contents thereof, and the Licensee shall comply with True North or True North Agents’ reasonable requirements and directions relating thereto.

6. No persons under 18 years of age will be permitted in the Suite unless accompanied by and under the effective supervision of the Licensee or adult Licensee Guest.

7. The Licensee shall not serve alcohol or cause alcohol to be served to persons under the age of majority in the Province of Manitoba.

8. The Licensee and any Licensee Guest shall not conduct themselves in any manner which is inconsistent with the character of the Arena as a first-class sporting and entertainment facility or which will in any way impair the use, occupation and enjoyment of the Suites and the Arena by others or the operations of the Arena.