Purchase Agreement

SKY LOUNGE TICKET LICENSE AGREEMENT

This Sky Lounge Ticket License Agreement (the “Agreement”) is made effective July 1, 2023, between Oilers Entertainment Group Canada Corp. (“OEG”) with offices located at 300, 10214 – 104 Avenue NW, Edmonton, Alberta, T5J 0H6, and the Licensee.

OEG has the right to license tickets for Edmonton Oilers hockey games played in the sports and entertainment facility located at 10220 – 104 Avenue NW in Edmonton Alberta currently known as Rogers Place (the “Arena”). The Sky Lounge is a premium club located at the east end of the Arena’s ice surface. The upper level of the Sky Lounge (the “Sky Lounge Loft”) is a private hosting space containing 52 seats available for viewing events as shown in the seat map attached in Schedule “A”. The Licensee seeks to purchase a license for 52 tickets in the Sky Lounge Loft.

GENERAL TERMS AND CONDITIONS

For and in consideration of the mutual covenants and agreements set forth herein, OEG and the Licensee agree as follows:

1. Grant of Sky Lounge Seat Tickets

1.1. Subject to the terms and conditions hereof, OEG shall provide the Licensee with 52 tickets in the Sky Lounge Loft (the “Sky Lounge Seat Tickets”) in the Arena, for the Event on the Event Date.
1.2. Each of the Licensee’s invitees with a valid Sky Lounge Seat Ticket (the “Licensee Guests”) will receive access to the Arena and Sky Lounge for the Event. Each Sky Lounge Seat Ticket includes all-inclusive food and 2 drinks in the Sky Lounge during the Event.
1.3. OEG may, at its sole discretion, make additional Sky Lounge Seat Tickets available for purchase by the Licensee for any Event on terms set by OEG. The total number of Sky Lounge Seat Tickets issued for any Event shall not exceed maximum capacity of the Sky Lounge as established by OEG from time to time.

2. License Fee

2.1. Upon the execution of this Agreement, the Licensee shall pay the non-refundable License Fee including all applicable taxes and surcharges to OEG. The Licensee must provide OEG with a valid credit card number and expiry date. The Licensee acknowledges and agrees OEG will not refund any fees for the Sky Lounge Seat Tickets purchased under this Agreement.

3. Cancellation

3.1. OEG may terminate this Agreement at any time, upon written notice to the Licensee.
3.2. If the Event is cancelled, then this Agreement shall be terminated and the entire License Fee shall be returned to the Licensee.

4. Rules and Regulations

4.1. In addition to the terms of this Agreement, the Licensee acknowledges that OEG may, from time to time, establish rules and regulations governing use of the Arena including without limitation the Sky Lounge. OEG 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 OEG may elect. The Licensee hereby agrees to comply and ensure Licensee Guests comply with this Agreement any rules, regulations and procedures for the Arena.
4.2. The Licensee and all Licensee Guests shall be bound by the terms and conditions upon which Sky Lounge Seat Tickets are issued including, without limitation, any policy adopted by the issuer of such Sky Lounge Seat Tickets with respect to the cancellation or postponement of the Event.

5. Indemnification

5.1. The Licensee shall defend, indemnify and hold harmless OEG, the City of Edmonton, the NHL and its member teams, the WHL 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 Sky Lounge Tickets and the Arena by the Licensee and the Licensee’s Guests; (iii) the performance and observation of the Licensee’s covenants, duties and obligations hereunder, including violations of any rules, regulations and procedures for the Arena. The Licensee shall be responsible for reasonable attorneys’ fees incurred in defense of same.
5.2. 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 Licensee’s Guests.
5.3. This Article 5 shall survive the expiration or earlier termination of this Agreement.
5.4. OEG shall not be responsible for any personal property of the Licensee or any Licensee Guests left in the Arena.

6. Transfers of Agreement

6.1. The License is for the sole use of the Licensee and Licensee Guests and the Licensee shall not resell, assign, sublicense, rent or otherwise transfer the Agreement or any of the Licensee’s rights including any of the Sky Lounge Seat Tickets under this Agreement. OEG may assign this Agreement, or any of its rights or obligations arising hereunder, without the consent of the Licensee.

7. Miscellaneous

7.1. No amendment or modification to this Agreement shall be effective unless the same is in writing and signed by both Parties.
7.2. Any notices may be served personally or by email to the addresses first written above and shall be deemed to have been served on the date of personal service or on the second business following the date of emailing.
7.3. This Agreement may be executed in one or more counterparts or by facsimile or electronic counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement.
7.4. The Licensee may not offer use of the Sky Lounge Seat Tickets, with or without consideration, in connection with a contest or any public promotional plan without the prior express written consent of OEG.
7.5. Time is of the essence hereunder.
7.6. This Agreement shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein, and the parties hereto attorn to the exclusive jurisdiction of the courts of the Province of Alberta.
7.7. 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.