Purchase Agreement

Single Event Loft Terms and Conditions

Last Updated: May 11, 2026

Definitions. As used in this Agreement, capitalized terms shall have the meaning set forth in the text of this Agreement or in Schedule “1” hereto unless otherwise defined herein.
License. For the consideration herein and pursuant to the provisions hereof, Licensor hereby grants to Licensee the right to use the Loft for the Event (the “Event Use”). Event Use shall be permitted only pursuant to Tickets to be obtained by Licensee for the Event as provided in the applicable Order. Licensee shall not permit anyone into the Loft for the Event without a Loft Ticket and shall never allow more persons within the Loft at any one time than the maximum number of persons specified from time to time by governmental authorities. ALL SALES ARE FINAL. YOU CANNOT CHANGE OR CANCEL ANY ORDER(S) AFTER PURCHASE.
Use. Licensor and the Authority shall have the right to control the use and occupancy of the Loft and all other portions of the Stadium at all times. Licensee’s use of the Loft shall not be exclusive or continuous but shall include only the amount of time reasonably necessary for the uses permitted hereunder, as specified in Section 2.
Alcohol. Beer, wine, distilled spirits, spirituous liquor and other substances regulated or controlled by the Arizona Department of Liquor Licenses and Control (collectively “Alcohol”) shall be permitted in the Loft and other portions of the Stadium but only in compliance with A.R.S. § 4-101, et seq., with all other applicable governmental statutes, ordinances and requirements and with the Policies. There shall be no restriction upon Licensor’s ability to amend or add to its Policies concerning Alcohol. Licensor may limit, restrict or prohibit the sale, consumption, service and availability of Alcohol in the Loft for health, safety and any other reason which Licensor determines in its sole discretion. Licensee shall be responsible for controlling the conduct of all persons who use or consume Alcohol in the Loft whether such conduct occurs therein or elsewhere. Licensee shall indemnify and hold Licensor, its Affiliates, the Authority, the Team, and their respective officers, employees and agents, harmless from and against any and all loss, cost, damage, expense and liability including, without limitation, attorneys’ fees, arising from or in any way related to the sale, service, use or consumption of Alcohol in the Loft. Licensee shall not sell or otherwise dispense Alcohol in or from the Loft or any other portion of the Stadium. The sale of Alcohol in or to the Loft shall be permitted only by the duly licensed concessionaire or agency authorized by the Authority.
Common Area. Subject to the Policies promulgated by Licensor with respect to the Stadium, and the other rights reserved to Licensor hereby Licensee shall be entitled to the nonexclusive use in common with Licensor and other users of the Stadium, of such sidewalks, stairways, ramps, toilets, elevators and other portions of the Stadium as Licensor may from time to time designate for exclusive use by the Licensees or for shared use with other users of the Stadium. No other rights of any kind to light, air or otherwise over any portion of the Stadium or any other property, whether belonging to Licensor, the Authority or others, are granted to Licensee by this Agreement.
Policies. Licensee, its employees, agents, contractors and guests shall comply with the Policies attached to this Agreement as Schedule “2” and with such modifications and additions thereto as Licensor hereafter may adopt.
Exoneration. Licensor, its Affiliates, the Authority, their officers, agents and employees, have made no representation or warranty with respect to the Loft or the Stadium, with respect to the suitability or fitness of the Loft or the Stadium for Licensee’s use. Licensee accepts the Loft subject to all applicable zoning and other governmental requirements and is licensing the Loft “AS IS” and not in reliance on any statement, representation, inducement or agreement of Licensor, its Affiliates, the Authority, or their officers, agents or employees.
Authority. Licensee acknowledges that this Agreement imposes no contractual or other legal obligations upon the Authority; that the Authority (and each of its officials, agents and employees as to the indemnities set forth in this Agreement) is an express third party beneficiary of this Agreement; and that in the event of a default under this Agreement, of any kind or nature whatsoever, Licensee shall look solely to Licensor at the time of the default for remedy or relief; and that no Board member, employee, agent, independent contractor or consultant of the Authority, shall be liable to Licensee, or any successor in interest to Licensee, in the event of any default or breach by the Licensor, for any amount which may become due to Licensee or any successor in interest to the Licensee, or on any other obligation under the terms of this Agreement.
Services and Utilities. Subject to such Policies as Licensor from time to time may establish with respect to the Stadium, when the Loft is being used by Licensee in the manner herein provided, Licensor shall furnish to the Loft only the following utilities or services: heating, ventilation and air conditioning so as to provide a temperature which in Licensor’s judgment is comfortable for the use of the Loft (except with respect to Event Use open to the out of doors); electricity for standard lighting and Licensee’s incidental use; and cold water in a volume sufficient to service the drinking and lavatory use for the Loft. Food and beverages shall be provided to the Loft only by the Stadium concessionaire or other person or entity designated by Licensor pursuant to such menus and regulations and subject to the payment of such charges by Licensee as may be established by Licensor. Neither the Licensor nor the Authority shall be liable for, and Licensee shall not be entitled to any compensation or reduction of the Fee by reason of, any decision to conduct a Stadium Event open to the out of doors or a failure or inability to furnish any services or utilities when such failure or inability is caused by accidents, interruption of service or any other cause beyond the reasonable control of Licensor. Neither the Licensor nor the Authority shall be liable under any circumstances for damage to or loss of property or injury to person, however occurring, through or in connection with or incidental to any failure or inability to furnish any services or utilities or in connection with any decision to conduct a Stadium Event open to the out of doors.
Licensee Responsible for Damage; No Additions. Licensee shall be responsible for any damage to the Loft and any other portion of the Stadium which results from any negligent or intentional acts or omissions of Licensee, its agents, employees, contractors or guests, which damage shall be repaired by contractors approved by Licensor, but at the expense of Licensee. Licensee shall make no Additions to the Loft and shall not install any equipment in the Loft without the prior written consent of Licensor, which consent may be withheld by Licensor in its sole and absolute discretion.
Requital. Licensee assumes all risk with respect to, waives all claims in connection with, and shall indemnify, hold harmless and defend Licensor, its Affiliates, the Authority, the Stadium Manager and their respective officers, agents and employees, from and against any and all claims and liability arising from any death of or injury to any person or damage to any property occurring in, on or about the Loft or the Stadium: (i) arising from any violation of any provision hereof or any default of any obligation of Licensee hereunder; or (ii) arising from any act, omission or negligence of Licensee, its agents, contractors, employees or guests. Licensee shall pay all costs, attorneys’ fees, expenses and liabilities incurred in the defense of any such claim and any action or proceeding brought thereon. If any action or proceeding is brought against Licensor or the Authority by reason of any such claim, Licensee shall defend the same at Licensee’s expense by counsel satisfactory to Licensor or the Authority, or both if both are subject to such claim. Notwithstanding the foregoing, Licensee shall not be required to indemnify Licensor for damage or injury caused solely by the negligence or willful acts of Licensor, its agents or employees, and shall not be required to indemnify the Authority for damage or injury caused solely by the negligence or willful acts of the Authority, its agents or employees.
Assignment. Licensee may not assign, sublicense, license, transfer, mortgage, pledge, grant a lien on or security interest in, or otherwise encumber this Agreement in whole or in part, voluntarily, involuntarily, or by operation of law (collectively, “Assign” or an “Assignment”) without the express prior written consent of Licensor. Licensor shall have the right to transfer, assign and convey in whole or in part its interest in the Loft and any and all of its rights under this Agreement. Licensor may mortgage, pledge, assign, or convey a security title or security interest in, or otherwise encumber the Loft and this Agreement as security for financing or refinancing the construction and operation of the Stadium, Lofts or for other purposes of Licensor. In such event, this Agreement and the rights and interests of Licensee hereunder shall be subordinate thereto.
Force Majeure. Licensor shall not be responsible to Licensee for the cancellation or non-performance of the Event or for the inability of Licensee to use the Loft due to any cause or circumstance beyond the reasonable control of Licensor, whether caused by reason of strike, inability to procure materials, failure of utilities, governmental actions or requirements or otherwise.
Representations and Warranties. If Licensee is a corporation, limited liability company or other business organization, (x) Licensee represents and warrants as follows: (a) Licensee is duly formed and validly existing under the laws of the jurisdiction of its incorporation or formation; (b) execution and delivery of this Agreement by Licensee has been duly authorized by all necessary action on its part; (c) this Agreement constitutes the valid and binding obligation of Licensee, enforceable against it in accordance with its terms; and (d) each individual who executes this Agreement on behalf of Licensee has all necessary authority to execute and deliver this Agreement on behalf of Licensee; and (y) each such individual, in his or her individual capacity, represents and warrants that all of the foregoing representations are true and correct.
Interpretation. The invalidity of any provision of this Agreement as determined by an arbitrator or a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. Time is of the essence hereof. Paragraph headings are not a part hereof. Feminine or neuter pronouns shall be substituted for those of masculine form and the plural shall be substituted for the singular in any place in which the context so requires. Each provision of this Agreement performable by Licensee shall be deemed both a covenant and a condition. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement shall be governed by the laws of the State of Arizona. Suit under this Agreement may not be brought in an a court other than the Maricopa County Superior Court or the United States District Court for the District of Arizona.
Entire Agreement. This Agreement is an integrated contract which contains all agreements of the parties with respect to the Loft and any other subject hereof. No prior or contemporaneous agreement or understanding pertaining thereto shall be effective. This Agreement may be modified only in writing, signed by the parties in interest at the time of the modification. No modification which affects the indemnities to or liability of the Authority shall be effective unless approved by the Authority. There are no oral or written statements, representations, agreements or understandings which modify, amend or vary any of the terms of this Agreement. All schedules attached hereto shall be deemed to have been incorporated herein so as to be a part of this Agreement.

SCHEDULE “1”

DEFINITIONS

As used in this Agreement, the following terms have the stated meaning:

“Additions” means permanent installations and alternations to the Loft not included in the original Loft.

“Affiliate” shall mean, with respect to any Person:
(a) any Person directly or indirectly Controlling, Controlled by under common Control with another Person;
(b) any Person owning or Controlling fifty percent or more of the outstanding voting securities of another Person;
(c) any general partner of a Person;
(d) any member/manager of a Person owning or Controlling fifty percent or more of the voting interests of the Person;
(e) any Person who owns or controls fifty percent or more of the outstanding voting securities or other voting interests of or is a general partner of any other Person described in subparagraphs (a), (b), (c) and (d), above.

“Alcohol” shall have the meaning specified in Section 5 of this Agreement.

“Authority” means the Tourism and Sports Authority, d/b/a the Arizona Sports and Tourism Authority.

“Control” means the possession, directly or indirectly, of the power to direct, or to cause the direction of, the management and policies of a Person, whether through ownership of voting securities, by law, by agreement, by contract or otherwise.

“Event” means and refers to those event(s) set forth in the Order, as well as any other event for which Licensee authorizes an Order.

“Event Use” shall have the meaning specified in Section 2 of this Agreement.

“Fee” shall have the meaning specified on page 1 of this Agreement.

“Licensee” means the party so identified at the signature line(s) hereof, and such successors and assigns as are permitted hereby. “Licensees” means Licensee and the licensees of the other Lofts.

“Licenses” means this Agreement and the license agreements for the other Lofts.

“Person” means any individual, trust, estate, partnership, joint venture, company, corporation, association, limited liability company, or any other legal entity or business or investment enterprise.

“Order” and “Orders” mean and refer to those event Loft order(s) authorized by Licensee in writing, for the occupancy and use of the Loft(s).

“Policies” means the rules, regulations and policies from time to time established by Licensor with respect to the Stadium and/or the Lofts including, without limitation, those set forth in Schedule “2” to this Agreement.

“Stadium” means State Farm Stadium, as it may be renamed from time to time.

“Stadium Events” means events held at the Stadium.

“Stadium Manager” means the facility management company engaged by the Authority from time to time to manage the stadium.

“Team” means the Arizona Cardinals National Football League team.

“Ticket” means the certificate, license, badge or other indicia by which admission to Stadium Events is permitted and controlled.

SCHEDULE “2”

POLICIES

The Loft shall be utilized solely for the Event Use permitted by the Agreement and not for lodging, sleeping, gambling or any other purpose. Licensee shall not use the Stadium for manufacturing, storing, displaying or exhibiting any services or merchandise, shall not charge for admission or sell any Tickets therefrom or in connection therewith, shall not distribute any advertising materials or engage in any advertising within the Stadium and shall not use the name or pictures of the Stadium or the Loft in connection with or in promoting or advertising any business of Licensee. Licensee shall not disturb, solicit or canvass any occupant of the Stadium. Licensee shall not admit any peddlers, solicitors or beggars to the Loft, and shall report any peddlers, solicitors or beggars to Licensor.

There shall be at least one person over the age of 21 in the Loft at all times that the Loft is occupied by Licensee. Licensee shall not erect or place in the Stadium, any signs or other written information. Licensor reserves and shall have the sole right to place and locate in the Stadium, such signs, advertising, notices, displays and other items as it deems appropriate. Licensee may display in the Loft reasonable quantities and sizes of its merchandise, trademarks or trade names so long as it is lawful to do so and they are not visible from outside the Loft, subject to revocation of this privilege if Licensor determines that its exercise is disturbing other users of the Stadium or violative of exclusivity or other restrictions in Stadium advertising contracts entered into by Licensor, the Authority or the Team.

Licensee shall not mark on or drive nails, drill or screw into the partitions, woodwork or plaster (except as may be incidental to the hanging of wall decorations in the Loft) or in any way deface the Loft or the Stadium. Except for items that are a part of the original Loft improvements, Licensee shall not install or operate in the Loft any antenna, television, movie camera, video camera, recorder or any other equipment or install telephone wires or electrical wires or circuits, without Licensor’s prior written consent. Licensor reserves the right to confiscate film, tape, photographs, records and all other depictions of the Stadium or Stadium Events. Licensee shall not interfere with radio or television broadcasting or reception from or in the Stadium or elsewhere. The location of radios, televisions, telephones, microwave ovens, computers and other equipment within the Loft shall be subject to the prior approval of Licensor.

The passageways, exits, elevators and other common areas in and about the Stadium shall not be obstructed by Licensee or its guests and (except for toilets) shall not be used for any purpose other than for ingress to and egress from the Stadium and the Loft. Licensee shall not store or place products, containers or merchandise in the Stadium in areas outside of the Loft. Licensor retains the right to control all common areas in and about the Stadium and the Parking Areas and to prevent access thereto by all persons whose presence in the judgment of the Licensor may be prejudicial to the safety or interests of Licensor, the Stadium or its users. Licensee shall have no right to use, enter into or cause to be entered into that portion of the Loft above the standard ceiling line or below the standard floor (as established by Licensor) without the prior written consent of Licensor. Licensee shall not overload the floor of the Loft beyond the load limit therefor established by Licensor. Licensor shall have the right to prescribe the weight, size and position of all furniture and equipment brought into the Stadium and the times and manner of moving the same in and out of the Stadium. Hand trucks shall be equipped with rubber tires and side guards. Heavy objects shall, if considered necessary by Licensor, stand on wood strips of such thickness as shall be necessary to properly distribute their weight. Licensor will not be responsible for loss of or damage to any such property from any cause, and all damage done to the Stadium by moving or maintaining any such property shall be repaired at the expense of Licensee.

At its expense, Licensee promptly shall comply with the Policies and all applicable laws and governmental requirements as to the use of the Loft and the Stadium which now or hereafter are in effect. Licensee shall not engage in or permit any activity which will cause the cancellation or increase the existing premium rate of any insurance applicable to the Loft or any other portion of the Stadium. Licensee shall not permit in or about the Loft any article that may be prohibited by applicable insurance policies. Licensee shall not use, keep or permit to be used or kept any noxious gas or substance in the Loft, or permit or suffer the Loft to be occupied or used in a manner offensive or objectionable to Licensor or other users of the Stadium by reason of odors, vibrations or otherwise, or interfere in any way with Licensor or other users. No bicycles, skateboards, vehicles, animals, birds, fish, reptiles or insects shall be brought in or kept in or about the Loft or the Stadium. Licensee shall not commit or permit in the Loft any offensive, noisy or dangerous activity or other nuisance or other activity or thing which may disturb Licensor or any other user of the Lofts or the Stadium. Licensee shall not employ any sound emitting device in or about the Loft that is audible outside the Loft. Licensee shall not make or permit to be made any disturbing noises or disturb or interfere with other users of the Lofts or the Stadium by the use of any musical instrument, radio, television, electronic or other devices. Licensor reserves the right to exclude or expel from the Stadium any person who, in the judgment of Licensor, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the Policies of the Stadium or the provisions of the Agreement. Licensee shall not throw or allow anyone else to throw anything out of the windows or doors or down the passageways. No cooking shall be permitted in the Loft or any method of heating or air conditioning other than that supplied with the Loft. Licensee shall not waste electricity or water, shall cooperate fully with Licensor to assure the most effective operation of the Loft heating and air conditioning equipment and shall not adjust any controls. No vending machine shall be installed, maintained or operated in the Loft.

Licensee shall not commit or permit any waste of the Loft or any other portion of the Stadium or in any manner deface or injure the Loft or any other portion of the Stadium. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting from a violation of this rule shall be borne by Licensee. Licensee shall place all refuse or trash in receptacles provided by Licensor. If Licensee creates an unusual amount of trash in the opinion of Licensor and Licensor so notifies Licensee in writing, Licensor may assess an additional charge for trash disposal and pickup from the Loft at such intervals as Licensor may deem reasonably necessary so that no refuse or trash is visible in or around the Loft. Licensee shall give prompt notice to Licensor, or its designee, of any injury to or defects in the Loft or any plumbing, electrical fixtures, heating apparatus and/or air conditioning equipment therein so that the same may be attended to properly.

Licensor reserves and shall at all times have the right to enter the Loft to inspect, to supply cleaning and other services, to perform maintenance, repair and alterations, and as it otherwise deems necessary or desirable for the operation or improvement of the Loft or the Stadium, all without abatement of the Fee or other compensation or liability to Licensee, albeit the use and enjoyment of the Loft by Licensee shall not be interfered with unreasonably. Licensee waives any claim for damages for any injury or inconvenience to or interference with Licensee’s use and any other loss occasioned thereby. For the foregoing purposes, Licensor shall have the right to retain a key with which to unlock all doors and cabinets of the Loft, and in an emergency to use any and all means in order to gain access and entry to the Loft and any such entry shall not be construed or deemed to be a forcible or unlawful entry into or a detainer of the Loft or an eviction of Licensee therefrom.

Access to the Loft may be controlled through the use of security personnel and/or security devices. Such personnel will have the right to demand of any and all persons seeking access to the Loft proper identification to determine if they have right of access thereto. Licensor shall not be liable for damages or otherwise for any error with regard to the admission to or exclusion of any person from the Loft. In case of invasion, mob, riot, public excitement or other commotion, Licensor reserves the right to prevent access to the Loft by closing the doors or otherwise. The foregoing notwithstanding, Licensor shall have no duty to provide security protection for the Loft or any other portion of the Stadium at any time or to monitor access thereto. Licensee assumes full responsibility at all times for protecting the Loft and all personal effects of Licensee, its employees, agents and guests from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Loft closed and secured, and Licensor shall have no liability with respect thereto. Licensee shall close and lock the doors of the Loft and shut off all water faucets, water apparatus and electrical items before leaving the Stadium. Licensee shall be responsible for any damage to the Stadium or to other users caused by a failure to do so. Licensee shall not alter or replace any lock or install any additional locks or any bolts on any door or other portion of the Loft.

Licensee shall comply with all parking rules of Licensor and shall not park in driveways or other areas in which parking is restricted or prohibited. Licensor and its agents shall have the right to cause to be removed any car of Licensee, its employees, agents and guests that may be parked in unauthorized areas, and Licensee shall indemnify, defend, and hold harmless Licensor, the Authority, and their agents and employees from any and all claims, losses, damages and demands, arising or asserted in connection with the removal of any such vehicle and for all expenses (including attorneys’ fees and costs) incurred by Licensor in connection with such removal. From time to time, upon request of Licensor, Licensee shall supply Licensor with a list of license plate numbers of vehicles owned or operated by Licensee, its employees, agents and guests.

Licensor reserves the following rights, exercisable without notice, without liability to Licensee for injury to person or damage to property, and without constituting an eviction, constructive or actual, or a disturbance of Licensee’s use or possession or giving rise to any reduction of Fees or any other claim of any kind by Licensee: the right to change the name or street address of the Stadium and to add to, alter or improve any part of the Stadium; when making repairs, alterations, improvements, and at other times deemed appropriate by Licensor, to close doors and the common area and to interrupt or suspend Stadium services; the right to control and extinguish the lighting within the Loft during Stadium Events and at such other times as Licensor deems appropriate; the right to prevent access to the Loft at such times as may be required by the Authority or other governmental authority; the right to grant to anyone the exclusive right to conduct any business in or render any service to the Stadium; the right to control and receive the revenue from the use and sale of beverages, foods, candies, cigarettes and other commodities and concessions within the Loft and the Stadium; the right to install all signs located on or in the Loft or elsewhere in the Stadium, to receive all revenue therefrom and to designate all sources of sign painting and lettering; the right to grant or withhold any required consent or approval in Licensor’s sole and unfettered discretion; and the right not to enforce a Policy against a Licensee or other user of the Lofts, in Licensor’s sole and unfettered discretion (Licensor shall not be responsible or liable to Licensee for the breach or nonperformance of this Agreement or the Policies by any other Licensee or user of the Loft or the Stadium).

These Policies are in addition to, and shall not be construed in any way to be limited by, the provisions of the Agreement. By the execution hereof, Licensee acknowledges and agrees that it has read and understands these Policies, will fully comply with them, will abide by, keep and observe all modifications and additions hereto which Licensor may adopt from time to time and shall be responsible for compliance herewith by the contractors, agents, employees and guests of Licensee.