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BAYFRONT PARK USE

AGREEMENT

THIS BAYFRONT PARK USE AGREEMENT hereinafter referred to as this "Agreement," made this
day of September 2018, by and between the Bayfront Park Management Trust, a limited agency and
instrumentality of the City of Miami, hereinafter referred to as the "TRUST," and EVENT ENTERTAINMENT
GROUP, INC., a Florida for-profit corporation, with offices located at 201 S. Biscayne Blvd., Suite 800, Miami,
Florida 33131, hereinafter referred to as "USER."

RECITA
LS

WHEREAS, the TRUST is responsible for the operation, management and maintenance of the CITY
(as defined in Section 2.5) owned park, located at 301 N. Biscayne Blvd., Miami, Florida 33132, and known as
Bayfront Park; and

WHEREAS, USER wishes to use the PARK (as defined in Section 2.11) for the purpose of conducting
the Ultra Music Festival for a term of five (5) years (2019 to 2023) (“Term”) ; and

WHEREAS, USER will occupy the PARK for no more than thirty (30) days including load in to load
out as herein defined; and

WHEREAS, the TRUST and USER entered into an agreement relating to the Ultra Music Festival
conducted at the PARK during the period from 2014 through 2018, and the parties desire to enter into this
Agreement to be adopted by the TRUST following City of Miami City Commission approval and effective upon
execution by the TRUST and the USER.

WHEREAS, formal action by the City of Miami City Commission is required to authorize and accept
this Agreement, and are a condition precedent to this Agreement’s legal efficacy and validity;

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the
receipt and sufficiency of which is acknowledged by the parties, the TRUST hereby grants unto USER the
privilege of entry upon and use of the PARK, for the purpose of producing the EVENT, on the terms and
conditions set forth in this Agreement.

1. RECITALS:

The Recitals are true and correct and are hereby incorporated into and made a part of this Agreement.

2. DEFINITIONS:

When used in this AGREEMENT, the following terms shall have the specified meanings:

2.1 ADDITIONAL CHARGES for the USER has the meaning given to such term in Section 7.2 and
as outlined in Exhibit “C,” attached and incorporated hereto.

2.2 AGREEMENT has the meaning given to such term in the preamble to this Agreement.

2.3 BAYFRONT PARK MANAGEMENT TRUST is the Board that directs and supervises the Park
and who have such other duties as are set forth in Chapter 38, Article III of the City Code.

2.4 CITY COMMSSION is the local legislative body of the City of Miami who has ultimate control
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of the Park and the events held therein.
2.5 CITY means the City of Miami.

2.6 EVENT means (a) the Ultra Music Festival, to take place at the PARK on the Friday through
Sunday in either one of the last three (3) weeks of Marchduring the Term as described herein,
from 4:00 pm to 10.00 pmon Fridays, noon to 10:00 pm on Saturdays, and noon to 10:00 p.m. on
Sundays. Hours and dates described herein are firm unless an amendment thereto is mutually
agreed upon by the Parties.

2.7 GUARANTEED MINIMUM PAYMENT means the sum of two million dollars ($2,000,000.00),
that the USER must pay the TRUST for each yearly EVENT that takes place in the PARK
under the terms of this Agreement. The Guaranteed Minimum Payment includes (but may not be
limited to) the Ticket Surcharge Rate and the Use Fee. Such is more particularly described in
Section 7 and Section 10 herein.

2.8 PRIOR AGREEMENT means that certain Bayfront Park Use Agreement dated March 6,
2014between the TRUST and USER.

2.9 INDEMNITEES mean the CITY and the TRUST, the UNITED STATES CORPS OF
ENGINEERS, and all the CITY'S and the TRUST's members, officials, officers, agents,
assigns, successors, and employees.

2.10 LIABILITIES means all losses, costs, penalties, fines, damages, claims, expenses (including
attorney’s fee, interest, and costs), and liabilities.

2.11 PARK means Bayfront Park.

2.12 PREMISES means the entire PARK and such open spaces that may be required by the USER for
the EVENT, and other such facilities of the PARK as may be authorized by the TRUST.
Premises does not include the Bayfront Park/Live Nation Amphitheater, the use of which is
authorized under a separate agreement with Live Nation.

2.13 TICKET SURCHARGE RATE means ticket surcharge rates expressly provided in Section 53-1
of the Code of the City of Miami, Florida, as amended.

2.14 TRUST has the meaning given to such term in section 2.3 of the Definitions to this Agreement.

2.15 USE FEE means the GUARANTEED MINIMUM PAYMENT less the Ticket Surcharge for
each EVENT year and irrespective of any other fees as are more particularly described in this
Agreement.

2.16 USER has the meaning given to such term in the preamble to this Agreement.

2.17 USE PERIOD means the thirty (30) day period inclusive of load in and out that begins at
approximately 7:00 a.m., on or about March 5 of each EVENT year, and ends at 11:59 p.m., on
or about April 5 of each EVENT year. These dates are subject to change only upon mutual
agreement of the parties.

2.18 2019 USE FEE CREDIT means an eight dollar ($8) credit per ticket to USER to be applied to
every ticket sold under 50,000 tickets per day for the 2019 EVENT only.

3. EVENT AND USE PERIOD:

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3.1 The EVENT is the Ultra Music Festival, to take place at the Park on the Friday through Sunday in
either one of the last three (3) weeks of March, or other date mutually agreed upon, for each
EVENT year of the Term. The times for the EVENT days shall be: from 4:00 p.m. to 10:00 p.m.
on Friday, 12:00 noon to 10:00 p.m. on Saturday, and 12:00 noon to 10:00 p.m. on Sunday. The
aforementioned times shall be fixed and apply to the EVENT during the Term. The specific
weekend for the EVENT shall be designated by USER in conjunction with the notice USER is
required to deliver to the TRUST pursuant to Section 9.3 described herein. Set-up for the
EVENT will begin at the beginning of the Use Period and tear-down will terminate no later than
the end of the Use Period each year. Unless
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otherwise expressly and specifically provided hereunder, USER shall be completely responsible
for the production, coordination and management of the EVENT, at its sole cost and expense.

3.2 The Initial Term of this Agreement shall commence upon the date of execution of this Agreement,
and shall end upon the expiration of the Use Period in April, 2023, unless sooner terminated in
accordance with the terms of this AGREEMENT. USER may, at its option, terminate this
Agreement for any reason (or for no reason at all) upon at least one hundred twenty (120) days
prior to the next subsequent EVENT. In the event of such termination by USER, the Damage &
Security deposit shall be refunded to USER minus any deductions made to the Damage &
Security deposit .

4. PREMISES:

The use of the Amphitheater is not included in the Use Fee described in Section 7.1, and USER shall be
required to pay an additional amount to the TRUST or any other party for the use of the Amphitheater.

4.1 Restroom Facilities:

USER hereby agrees to provide adequate portable restroom facilities, which shall be open and
operational during the USE PERIOD.

4.2 Control of Access:

USER hereby agrees that the staff and management of the TRUST, in consultation with the
Miami Police Department and USER, have complete control as to when gates to EVENTS are
opened. USER hereby agrees to respond to any reasonable TRUST request during the USE
PERIOD of the EVENT.

4.3 Sound Checks:

USER hereby agrees that there will be no sound checks before the Tuesday of the EVENT week.
Sound checks may occur only in the following dates and times: (1) Tuesday of the EVENT week
between the hours of 5:00 p.m. and 9:00 p.m. (2) Wednesday of the EVENT week between the
hours of 5:00 p.m. and 9:00 p.m.; (3) Thursday of the EVENT week between the hours of 5:00
p.m. and 9:00 p.m.; (4) Friday being the first event day from 3:00 to 4:00 p.m. Soundchecks will
be conducted not to exceed a maximum level of 95decibels measured 60 feet away from each
stage.

4.4 Light Checks:

USER hereby agrees that there will be no light checks before the Tuesday of the EVENT week.
Light checks may occur only in the following dates and times: (1) Tuesday of the EVENT week
between the hours of 5:00 p.m. and 12:00 a.m. (2) Wednesday of the EVENT week between the
hours of 5:00 p.m. and 12:00 a.m.; (3) Thursday, Friday and Saturday of the EVENT week with
a 2:00 a.m. limit; (4) Sunday of the EVENT week until 11:00 p.m.

4.5 Sound Level:

USER understands that the TRUST’S sound policy establishes a maximum level of 95 decibels
measured 60 feet away from each stage. Failure to cure each incident of sound level non-
compliance within five (5) minutes of notification by a TRUST designee will result in a fee of
$1,000.00 per incident.
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4.6 Time of Event:

USER hereby agrees the EVENT must end by 10:00 p.m.. on each day of the EVENT, except that
on any Sunday, the EVENT times shall end by 10:00 p.m. USER shall pay a time overage fee of
$1,000.00 for every one (1) minute, or a fraction thereof, if the EVENT continues beyond 12:00
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a.m. This overage fee is in addition to all other fees and costs for which USER is responsible under
this Agreement.

4.7 Alcohol Wrist Band Policy:

USER hereby agrees that if alcoholic beverages are vended at the EVENT, USER will use alcohol
wrist-banding staff to ensure consumers of alcohol are of the appropriate legal drinking age.

4.8 Dispensing of Alcoholic and Non-alcoholic Beverages:

4.8.1 USER shall not sell beverages, alcoholic or non-alcoholic, in glass bottles of any size. USER
shall dispense all beverage products in plastic or paper cups only. However, USER shall be
authorized to sell Red Bull products (or the products of subsequent non-alcoholic beverage
sponsors) in cans not to exceed nine (9) ounces. In addition, the TRUST authorizes USER
to dispense Heineken beer (or the products of subsequent alcoholic beverage sponsors) in
aluminum shaped bottles in the VIP area(s) only. However, under no circumstance shall this
product be taken out of the VIP area(s).

4.8.2 USER hereby agrees to dispense a maximum of two (2) alcoholic beverages per person at
time of purchase.

4.8.3 USER hereby agrees that sales of alcoholic beverages will stop sixty (60) minutes prior to
the end of the EVENT. Sales of non-alcoholic beverages shall not be subject to this
restriction.

4.8.4 USER or USER’s concessionaire is responsible to secure all governmental permits and
approvals required by applicable regulations for the sale and dispensation of alcoholic
beverages.

4.9 Sponsor’s Signage and Banner Placement:

TRUST hereby agrees that USER may place signage and banners in the PARK during the use period
subject to the approval of the Executive Director. USER is responsible that all signage and banners
are permitted and comply with City and County Sign and Zoning Regulations. USER shall secure all
required permits and approvals for such signage and banners and shall remove all signage and banners
prior to the end of the Use Period.

5. CONDITION OF PREMISES AND REQUIRED RENOVATIONS:

5.1 USER has inspected, or has been given the opportunity to inspect, the PREMISES, prior to execution
of this Agreement, and accepts it in its present condition and agrees to restore and return the same in
the annual pre-load-in condition. The TRUST shall maintain the PARK on a year-round basis,
including good irrigation practices. Specifically, USER agrees that it shall replace or restore to their
original condition, any and all components of the PARK, including but not limited to infrastructure,
grass or trees, including necessary irrigation, if any, and decorative (including statues, historical
markers and Light Tower paint with approved, preparation and specialized paint) and play structures,
which are damaged due to the EVENT. All replacement or restoration shall be in a manner
satisfactory to the TRUST, in the TRUST’s sole discretion. USER shall repair and make the PARK
available for public use immediately after the USE PERIOD. USER shall complete all restoration
no later than June 1 following each EVENT, annually. USER shall make a qualified representative
available (for whom the TRUST shall retain approval rights) to review, discuss and implement a
course of action as a result of damages to the PARK in accordance with the terms mentioned in Section
9.2, Damage & Security Deposit. Should USER fail to complete the PARK’s restoration by June 1
following each EVENT annually, the TRUST shall begin deducting $10,000.00 per day from the
$250,000.00 Damage & Security Deposit for each day the restoration remains incomplete. USER
understands that if the PREMISES are not cleared of any and all production equipment, including
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electronics, supplies, and personal property by seven (7) days following the last Sunday
performance, unless it has made other arrangements with the TRUST, a $10,000.00/day fee will
be imposed until the PREMISES have been cleared of production equipment.
5.2 The parties acknowledge that USER upon occasion shall have the right, but not the obligation, to
make certain temporary renovations to the PARK in order conduct the EVENT, with such
temporary renovations occurring at USER’s sole cost and expense. The TRUST shall not have
any obligation to USER, financial or otherwise, arising out of the temporary renovations. The
temporary renovations, if any, shall be in the form depicted in Exhibit D (which Exhibit D may
be jointly provided by the parties subsequent to the execution of this AGREEMENT, but prior
to the commencement of any temporary renovation and may change annually, as necessary) and
shall be performed in a manner acceptable to the CITY and TRUST. USER acknowledges that
all such renovations, if any, shall occur so as to minimize the impact to visitors to the PARK.
Further, USER recognizes and agrees that the PARK is a public facility and during the entirety
of the USE PERIOD, the USER will cooperate with the TRUST to ensure ongoing public
access to the facility, as reasonably possible.

6. COMPLIANCE WITH PERMITS AND LAWS:

6.1 USER represents and warrants that during the term of this Agreement, in connection with the
EVENT, it will obtain and maintain all required permits and approvals. The TRUST will assist
USER in obtaining permit(s) from certain governmental agencies, including the Fire Department
of the City of Miami. Fire Department manpower requirements shall be determined by the Fire
Department at least ten (10) business days prior to the EVENT.

6.2 USER represents and warrants that during the term of this Agreement, it will not use or employ
the PREMISES, or any other CITY owned property, to handle, transport, store or dispose of
any hazardous materials and that it will not conduct any activity on the PREMISES or CITY
owned property in violation of any applicable environmental laws.

6.3 USER represents and covenants that it will comply with all applicable laws, codes and
ordinances, including, but not limited to, the Americans with Disabilities Act (“ADA”), all laws
prohibiting discrimination.

6.4 USER represents and warrants that it is aware of the restrictions contained in Sections 22-180
through 22-185 of the Code of the City of Miami entitled “Handbills” and that it will comply
with all of the requirements therein with respect to the distribution of commercial handbills.
Should USER fail to comply, it shall be responsible for the payment of any fine the CITY may
impose upon the TRUST. Payment for fines imposed must be made within ten (10) days of
receipt thereof.

6.5 USER accepts this Agreement and hereby acknowledges that USER's strict compliance with all
applicable federal, state and local laws, permits, approvals, ordinances, rules, and regulations
(collectively sometimes referred to as: “laws”) is a condition of this Agreement, and USER, and
any of its employees, agents or performers, shall comply therewith as the same presently exist and
as they may be amended hereafter. This Agreement shall be construed and enforced according to
the laws of the State of Florida.

Any uncured violations of any federal, state and local laws shall subject USER to cancellation of this
Agreement. Uncured violations remain violations that are not cured within 30 days after the notice of
Default issued to the User.

7. GUARANTEED MINIMUM PAYMNENT; USE FEE:

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7.1 The Guaranteed Minimum Payment that is hereby agreed to by USER, to be paid by USER to the
TRUST per the Terms of Payment set forth in Section 8 of this Agreement is Two Million
Dollars ($2,000,000.00) for each EVENT that occurs in the PARK under the terms of this
Agreement. The Guaranteed Minimum Payment includes, but may not be limited to, the Ticket
Surcharge, the Use Fee as defined in Section 2 of this Agreement, as well as those charges which
shall be inclusive of the Guaranteed Minimum Payment (“INCLUSIVE CHARGES”) relative
to agreed-upon services and which charges are more particularly set forth in section 7.2. For the
2019 EVENT only, a 2019 USE FEE CREDIT shall be applied to the Guaranteed Minimum
Payment. The Guaranteed Minimum Payment is an unconditional and absolute payment due to
the TRUST regardless of any ticket shortfalls, ticket price or sale fluctuations, or the number of
tickets sold by the USER for the EVENT, except as otherwise set forth herein for the 2019
EVENT only. The Guaranteed Minimum Payment is due as a net payment to the TRUST after
any and all service charges, deductions, taxes, allowable offsets, Additional Charges as described
herein, and any similar credits. This Guaranteed Minimum Payment may exceed the
$2,000,000.00 as described above, but shall not be an amount less than such stated figure, except
as otherwise set forth herein for the 2019 EVENT only. The ticket surcharge as described herein
and outlined in Section 53-1 of the Code of the City of Miami, shall be applicable to all paid
admissions and EVENT tickets sold.

7.2 In consideration of the use of the PREMISES, USER shall be responsible for all costs associated
with the EVENT, and USER shall compensate the TRUST by payment of the USE FEE as
defined in this Agreement. The USE FEE shall include fees for use of the PREMISES on
load-in and load-out days, EVENT DAYS, INCLUSIVE CHARGES and fees for use of
the parking lot. The USE FEE does not include ADDITIONAL CHARGES as more
particularly described herein in EXHIBIT C.

7.3 The USE FEE shall be an all-inclusive fee relative to the use of all components in or ancillary to
either the PARK and any of its deliverables under this Agreement or the EVENT. The USE FEE
shall cover all fees and costs associated with the use of the PARK by USER including
INCLUSIVE CHARGES, but excepting ADDITIONAL CHARGES. USER may, in addition
to the USE FEE, incur additional charges (“ADDITIONAL CHARGES”) relative to agreed-
upon clean-up services, police, fire rescue, electricity consumption and which charges are more
particularly set forth in this section and further deliniated in EXHIBIT C . The final cost of any
ADDITIONAL CHARGES shall be determined upon presentation of invoices and following a
prior estimate from the various service providers.

7.4 USER shall be responsible for all costs involved in the production of the EVENT, including
without limitation: all BMI and ASCAP copyright and license fees, any intellectual property fees
, all staffing and all charges for police, fire rescue, inspectors, building and/or assembly permits,
security, insurance, all utilities, supplies, equipment rental, ticket surcharge, all applicable taxes,
including State of Florida Sales and Use Tax and other services, except those which are furnished
by the TRUST and are included in the USE FEE. Following the conclusion of the EVENT, the
TRUST shall invoice USER for those costs which are paid by USER as pass-through costs
pursuant to this Section 7.2, and USER shall reimburse the TRUST within ten (10) days after
USER’s receipt of such invoice(s). USER may engage any vendor(s) it elects to contract with,
and USER is not required to use any TRUST-approved vendors, except as specifically provided
in Schedule 7.2.

7.5 In the event that, during the term of this AGREEMENT, the CITY and/or the TRUST
enters into an agreement with a third party and/or provides any services to a third party
that are the services for which USER is obligated to pay pursuant to Sections 7.3 or 7.4
(including services for which USER incurs ADDITIONAL CHARGES) relating to a
multi-day, multi-stage, 50,000 person a day, 95 decibel music festival, and the terms
provided by the CITY and/or the TRUST to the third party for any such agreements
and/or services are more favorable to the third party than the terms provided to USER,
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then the CITY and/or the TRUST, as the case may be, shall adjust the terms for the
USER so that such terms are as favorable for USER as the terms provided to the third
party. For example, if the CITY charges a third party an hourly rate for on-duty or off-
duty police officers that is less than the hourly rate the CITY charges USER, then the
CITY shall reduce the hourly rate charged to USER so that it matches the hourly rate
charged to the third party.

8. TERMS OF PAYMENT:

8.1 For the 2019 EVENT only, USER shall submit to the TRUST, in the form of wire transfer,
cashier's check, or money order, (i) no later than 5:00 p.m. two (2) calendar days prior to the
commencement of the EVENT, eight hundred thousand dollars ($800,000.00), (ii) no later than
5:00 p.m. on the Friday of the EVENT four hundred thousand dollars ($400,000.00), (iii) no
later than 5:00 p.m. on the Saturday of the EVENT four hundred thousand dollars ($400,000.00)
and (iv) no later than 5:00 p.m. on the Sunday of the EVENT four hundred thousand dollars
($400,000.00) less the applicable 2019 USE FEE CREDIT.
8.2 For subsequent EVENTS, USER shall submit to the TRUST, in the form of wire transfer,
cashier's check, or money order, (i) no later than 5:00 p.m. two (2) calendar days prior to the
commencement of the EVENT, eight hundred thousand dollars ($800,000.00), (ii) no later than
5:00 p.m. on the Friday of the EVENT four hundred thousand dollars ($400,000.00), (iii) no
later than 5:00 p.m. on the Saturday of the EVENT four hundred thousand dollars ($400,000.00)
and (iv) no later than 5:00 p.m. on the Sunday of the EVENT four hundred thousand dollars
($400,000.00).

9. DAMAGE & SECURITY DEPOSIT:

9.1 The Damage & Security Deposit shall be in the amount of $250,000.00 and shall be subject to the
applicable terms of this Agreement. The TRUST shall apply any remaining balance of the
Damage & Security Deposit held by the TRUST under the Prior Agreement to the Damage &
Security Deposit under this Agreement, and any balance of the Damage & Security Deposit held
by the TRUST under this Agreement shall be returned to USER upon the expiration of same.
The Damage & Security Deposit is intended to secure performance of all of USER’S obligations
hereunder. In addition, the Damage & Security Deposit is intended to secure USER’S request for
future dates through the end of the term of this Agreement.

9.2 A joint inspection of the PREMISES by the parties will be made within two (2) business days
after the completion of each EVENT, wherein the short-term and long-term repairs to the PARK
will be identified. The Damage & Security Deposit will be held by the TRUST until such time as
all the repairs are completed or it is depleted by USER’s failure to complete the restoration within
the allotted time. The Damage & Security Deposit shall also be applied toward payment of any
fees or costs assessed against the PARK, the CITY or the TRUST for activities and operations
of USER directly resulting from the EVENT hereunder, or directly arising from the EVENT. In
the event the amount necessary to repair the damages or satisfy USER’s obligations hereunder
exceeds the Damage & Security Deposit, then USER agrees to pay the balance to the TRUST
within ten (10) business days of the TRUST'S written request.

9.3 USER further agrees to inform the TRUST within 10 days following the execution of this
AGREEMENT (for EVENT in 2019), and by July 1 of every subsequent EVENT year, of its
intentions to hold the EVENT during the Use Period for the subsequent dates for the
immediately following year. If USER notifies the TRUST that it does not intend to host the
EVENT at the PARK in the immediately subsequent year, at the option of USER the Damage
& Security Deposit shall be refunded to USER, less any deducted funds for damage, and the
parties acknowledge and agree that USER’s rights to such election shall not constitute a waiver
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of USER’s rights in any way, including to produce the EVENT in future years. If USER affirms
its intention of holding the EVENT, the Damage & Security Deposit will be held to secure
performance of all USER’s obligations. USER’s failure to inform the TRUST of USER’s
intention of usage within 10 days following the execution of this AGREEMENT (for EVENT
in 2019), and July 1 of every subsequent EVENT year, shall not be deemed an affirmation by
USER of its intention to use the PARK. Cancellation of the EVENT after
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USER’S affirmation to the TRUST of its intention to use the PARK shall result in forfeiture of the
Damage & Security Deposit by the USER, unless the USER properly terminates the
AGREEMENT pursuant to this AGREEMENT with one hundred twenty (120) days notice.

9.4 Similarly, in the event the Damage & Security Deposit falls below $250,000.00 after USER
completes all necessary repairs to the PARK, USER shall replenish up to the full amount of
$250,000.00 within ten (10) business days of the TRUST’S written request. The TRUST
shall maintain the Damage and Security Deposit in an interest bearing account. The interest
shall accrue to the USER’s benefit. The TRUST shall credit all interest towards USER’s
future financial obligations.

10. TICKETS:

10.1 TICKET SURCHARGE:

USER agrees to pay to the TRUST all applicable ticket surcharges as stated in Section 53-
1, of the Code of the City of Miami and ordinance 10509 of the City of Miami. The ticket
surcharge in effect at the time of execution of this AGREEMENT shall be applicable to
USER for the Term of this AGREEMENT, even if the ordinance is amended after the date
of this AGREEMENT. The amount of ticket surcharge shall be paid on every ticket sold,
regardless of whether the ticket is used at the gate on an EVENT day.

10.2 COMPLIMENTARY TICKETS:

USER shall have right to distribute up to 1,000 complimentary tickets per each EVENT for
promotional use without payment of a ticket surcharge as stated in Section 53-1, of the
Code of the City of Miami.

10.3 TICKET POLICY:

10.3.1 USER agrees that all ticketed events in the PARK, to include the EVENT will be
audited by the TRUST'S Box Office Auditor and/or Manager. There will be no
exceptions.

10.3.2 USER agrees to submit a valid ticket manifest prior to the opening of the gates.
There will be no exceptions. The TRUST'S Box Office Manager and/or Auditor
will report compliance or lack of compliance to the executive staff prior to the
gates being opened on day of the EVENT.

10.3.3 Failure to provide a valid ticket manifest may result in a non-compliance fee as
outlined below. The fee will be assessed on all tickets counted by the TRUST,
including complimentary tickets.

1,000 to 9,999 tickets - $1,000.00 non-

compliance fee 10,000 to 19,999 tickets -
$2,000.00 non-compliance fee 20,000 + tickets -
$3,000.00 non-compliance fee

10.4 In the event that USER employs a ticket scanning method (including barcode, RFID and other
scanning technologies):

10.4.1 TRUST ticket scanning personnel will not tear tickets in half and a drop count
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will not be used.

10.4.2 USER shall provide sufficient back-up scanners in the event of any scanner
malfunction. In the event of a complete scanner failure, the TRUST may use
alternative methods to maintain accurate counts of patrons attending the EVENT.

10.4.3 USER will provide the TRUST with a laptop loaded with a ticketing program that
will track the scanned tickets making it possible to know how many patrons are in
the facility
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at any time. Such method will apply to Section 10.5 below.

10.5 In the event that the show’s tickets are sold out, the TRUST and USER agree to the following:

10.5.2 Ticket counting staff will not be required; and

10.5.3 USER will pay the TRUST the ticket surcharge as provided in Section 10.1.

10.6 USER agrees to pay all applicable taxes and service charges related to tickets.

10.7 The current minimum capacity for the Event is 55,000 persons. USER shall have the right to
increase the capacity for the EVENT. The TRUST agrees to use its best efforts to cooperate
with USER in the event that USER elects to increase the number of tickets that may be issued
for, and the total attendance at, the EVENT.

11. ADVERTISING:

All advertising for EVENT must state Bayfront Park, 301 N. Biscayne Boulevard, Miami, Florida 33132.

12. FOOD & ARTS & MERCHANDISE LOCATIONS:

The TRUST and the Fire Marshall of the City of Miami reserve the right to designate the location of all
food and craft booths for the EVENT with proper and advance notification to USER.

13. SECURITY:

USER shall provide, at USER’S cost, all necessary perimeter/t-shirt event security and police officers to
be determined by the City of Miami Police Department and the TRUST. In addition, the TRUST may
require extra fencing or security if it deems it necessary.

14. CATERING:

USER, at its own cost, shall provide catering, food and beverages and the cleanup of the designated food
area during the EVENT. The TRUST retains the right to hire, at USER’S cost and expense, a Concession
Coordinator, whose responsibility will be to oversee and approve the coordination of all concession
operators, and to report to the TRUST and require immediate correction of any acts that do not conform to
this Agreement, including, but not limited to, the adherence of all State, County, Municipal and TRUST
health codes, rules and regulations.

15. INSURANCE;

USER shall obtain and maintain in force for the USE PERIOD, insurance policies and coverages deemed
acceptable by the City of Miami Director of Risk Management or designeeAdministrator for bodily injury
and property damage liability , as set forth on Exhibit A and A2 (a is for the USER; A2 is for the Caterer, which is
attached hereto and made a part of this AGREEMENT.

The CITY, the TRUST, and the Army Corps of Engineers shall be named "Additional Insured" on all
policies. Any questions regarding insurance should be directed to the TRUST. The TRUST will liaise
between the City of Miami Risk Administrator and USER concerning questions regarding insurance.

USER shall furnish all insurance certificates required by the City of Miami Insurance Administrator no
later than ten (10) days prior to the commencement of the USE PERIOD.
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16. INDEMNIFICATION:

16.1 USER agrees to indemnify, defend (at its own cost and expense), covenant not to sue, and hold
harmless the TRUST, the City, their respective officers, officials, employees, volunteers, agents,
assigns, representatives,
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and successors, and the U.S. Army Corps of Engineers (hereinafter collectively referred to as the
“INDEMNITEES”) from and against all Liabilities to the extent arising out of, resulting from, or in
connection with (i) the EVENT, the use of the PREMISES and/or performance of any renovation to the
PREMISES, (ii) USER’s performance or non-performance of this Agreement, whether it is, or is alleged to
be, directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether
active or passive) of the Indemnitees, or any of them (except for the intentional, criminal or wrongful acts, or
gross negligence or willful misconduct committed by such Indemnitees), or (iii) the failure of USER to
comply with any of the provisions contained herein, or to conform to statutes, ordinances, or other rules,
conditions of approval, permits or regulations or requirements of any governmental authority, federal or state,
in connection with the performance of this Agreement, including, without limitation all actions and omissions
by the USER taken as a result of or in connection with this Agreement. This Indemnification shall cover
liabilities in tort, liabilities in contract, liabilities alleging statutory or regulatory violations including, but not
limited to claims resulting from noise, light, nuisance, traffic, and/or liabilities derived from any other actions
or omissions alleged to impact the quiet enjoyment of residents, tenants, or commercial entities in the
Downtown Business District, surrounding neighborhood, or otherwise who reside within 1 mile of the Park.
USER expressly agrees that this indemnification shall include all personnel of the TRUST and CITY, on and
off-duty police officers, and fire personnel rendering services in connection with the EVENT. In addition,
USER expressly agrees to indemnify, covenant not to sue, and hold harmless the Indemnitees, or any of
them, from and against all Liabilities which may be asserted by an employee or former employee of USER,
or any of its subcontractors, agents, representatives, or consultants as provided above, for which USER’s
liability to such employee or former employee would otherwise be limited to payments under state Workers’
Compensation or similar laws. This Indemnification provision shall survive the expiration, termination, or
cancellation of this Agreement and shall continue in effect until the expiration of the corresponding statute of
limitations or the tolling thereof. The word Liabilities used in this Section includes claims and actions relative
to the Liabilities.

17. RISK OF LOSS:

Except as set forth in the following sentence, the CITY, the TRUST, the U.S. Army Corps of Engineers, and
the Indemnitees as described above, assume no responsibility whatsoever for any person or property that enters
the PREMISES as a result of, or in connection with, the EVENT. In consideration of the execution of this
Agreement by the TRUST, USER releases the CITY, the U.S. Army Corps of Engineers, the TRUST, and the
Indemnitees from any and all liability for any loss, injury, death, theft, damage or destruction to any persons or
property to include, without limitation, those described above in Section 16 Indemnification which may occur
in or about the PREMISES. To the extent allowed by Florida Statute 768.28, USER does not agree to release
the CITY or the TRUST for any and all liability to the extent such liability is determined to be due to the
intentional or willful misconduct or negligence of the CITY or the TRUST, or their respective employees or
agents.

18. DEFAULT PROVISION:

In the event USER shall fail to comply with any material term and condition of this Agreement or shall fail to
perform any of the material terms and conditions contained herein, then the TRUST, at its sole option and in
addition to all other rights and legal remedies available to it by law, upon written notice to USER, may cancel
and terminate this Agreement (after providing USER with written notice of any material breach by USER and
after allowing USER an opportunity of thirty (30) days to cure such material breach or default), and all
payments, advances, or other compensation paid by USER pursuant to this Agreement, shall be forthwith
retained by the TRUST.

19. AWARD OF AGREEMENT:

USER represents and warrants to the TRUST that it has not employed or retained any person or company
employed by the TRUST to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed
to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon the
award of this Agreement.

20. PUBLIC RECORDS:

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USER understands that the public shall have access, at all reasonable times, to all documents and information
pertaining to TRUST contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow
access by the TRUST and the public to all documents subject to disclosure under applicable laws. USER’s
failure or refusal to comply with the provisions of this section shall result in the TRUST’S immediate
cancelation of this Agreement. USER acknowledges that this termination is not subject to cure provisions
contained elsewhere in this Agreement.

21. NONDISCRIMINATION:

USER shall not discriminate against any persons on account of race, color, sex, gender, religion, creed,
ancestry, national origin, age, disability, or marital status in the use of the PREMISES.

22. AUTHORIZED PERSONNEL:

The TRUST shall have authorized representatives with decision making authority, reasonably available at all
reasonable times throughout the Use Period for consultation with USER, as requested.

23. AUTHORITY TO EXECUTE AGREEMENT:

Each party represents to the other that it has the power to enter into this Agreement and that the consent of no
other person or entity is required in connection therewith, except as otherwise provided, and this Agreement
constitutes a valid and binding obligation of each party in accordance with the terms hereof.

This Agreement is subject to the separate review and approval of the Miami City Commission as an express
condition precedent to its validity.

24. RELATIONSHIP OF PARTIES:

This Agreement shall not be deemed or construed to create any agency relationship, partnership, or joint
venture between the CITY, the TRUST and USER.

25. NOTICES:

Notices required under this Agreement shall be deemed to be given when hand-delivered (with receipt
therefore) or mailed by registered or certified mail, postage prepaid, return receipt requested.

AS TO USER: AS TO THE CITY:

General Counsel City Manager
Event Entertainment Group, Inc. City of Miami
201 S. Biscayne Blvd., #800 3500 Pan American Drive
Miami, Florida 33131 Miami, Florida 33133

AS TO THE TRUST:
Executive Director
Bayfront Park Management Trust
. 301 N. Biscayne Blvd.
Miami, Florida 33132

WITH A COPY TO:

City Attorney
City of Miami
444 SW 2nd Avenue, Suite 945
DRAFT
Miami, Florida 33130

26. GOVERNING LAW/VENUE:

This Agreement shall be construed according to the laws of the State of Florida and venue for any and all claims
or controversies that may arise as a result of this Agreement shall be heard in a court of competent jurisdiction
in Miami-Dade County, Florida.

27. SEVERABILITY; REFORMATION:

If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or
otherwise unenforceable, the unenforceable provision shall not affect the otherwise valid terms or provisions or
the whole of this Agreement. The applicable terms or provisions shall be modified, as set forth in the following
sentence, to the extent necessary to render such provision enforceable, and the rights and obligations of the
parties will be construed and enforced accordingly, preserving to the fullest permissible extent the intent and
agreements of the parties set forth herein. If any term or provision of this Agreement, or combination of the
same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term,
provision or combination of same shall be modified or reformed by the court to the minimum extent necessary
to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form,
without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain
binding upon the parties.

28. CONFLICT OF INTEREST:

USER is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter
2, Article V), of Miami-Dade County, Florida (Code of Miami-Dade County, Florida, Section 2-11.1) and of
the State of Florida (as set forth in Florida Statutes) and agrees it will fully comply in all respects with the terms
of said laws and any future amendments.

29. FORCE MAJEURE:

The parties shall not be liable to the other for any failure to perform their respective obligations where such
failure is caused by conditions beyond their respective control, including, but not limited to, Acts of Nature
(including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign
enemies, events in foreign countries that affect the parties, its citizens, hostilities (whether war is declared or
not), civil war, rebellion, revolution, insurrection, riots, street celebrations or protests, military or usurped power
or confiscation, terrorists activities, nationalization, government sanctions or restrictions, blockage, embargo,
labor dispute, strike, lockout or interruption, or the failure of services such as electricity or telephone.

30. ASSIGNMENT:

Except as otherwise specifically provided, USER may not voluntarily or by operation of law, assign, encumber,
pledge or otherwise transfer (“Assign”) all or any part of USER’s interest in this Agreement. Any attempt by
USER to Assign all or any part of its interest and any attempt to subcontract its management duties hereunder
(except as otherwise specifically provided and allowed in this section) shall be void and of no force or effect
(and the parties acknowledge that the foregoing is not intended, and shall not apply, to the delegation of those
usual and customary production duties of USER as an event organizer). In the event of any assignment,
transfer, encumbrance or subcontract, USER shall remain liable for all obligations hereunder and the transferee
shall be jointly and severally liable for all obligations thereafter arising under this Agreement. Any transfer of
a controlling interest in USER (whether in a single transaction or multiple transactions) shall be considered an
assignment of this Agreement. USER recognizes that the CITY and/or the TRUST identified USER to be the
contracted entity in this Agreement based on USER’s experience and specific qualifications in operating this
EVENT.

30.1 Notwithstanding the foregoing, USER shall have the right to assign or transfer this Agreement to any
of the following (each a “Transferee”):

30.1.1 a successor entity arising from the purchase of, or merger or consolidation; or
DRAFT
30.1.2 an entity that purchases substantially all of the assets of USER, provided in either case all
of the following conditions are met:

30.1.2.1 The Transferee has a Tangible Net Worth in excess of $5,000,000;

30.1.2.2 The Transferee has not less than five (5) years’ experience in producing and promoting
similar live entertainment events internationally, nationally or regionally (meaning
operating not less than five (5) live entertainment events in multiple states or countries
during such five (5) year period);
DRAFT
30.1.2.3 USER and the Transferee shall execute an instrument pursuant to which the Transferee
assumes all obligations thereafter arising and USER acknowledges its joint and several
liability for all such obligations;

30.1.2.4 In Executive Director’s reasonable written determination, the Transferee has a good
reputation for producing events similar in nature and is an appropriate manager for the
EVENT. Executive Director shall advise USER in writing whether or not this condition
29.1.2.4 has been met within sixty (60) days after having received such information as
Executive Director shall reasonably request to make the determination. If Executive
Director does not advise USER that the Transferee is unacceptable within such sixty (60)
day period, this condition 29.1.2.4 shall be deemed satisfied. In the event Executive
Director advises USER in writing (“Executive Director’s Notice”) that this condition
29.1.2.4 has not been met and, if conditions 29.1.2.1, 29.1.2.2 and 29.1.2.3 have been met,
then and in that event, USER shall have the right to terminate this Agreement by written
notice (“Termination Notice”) to Executive Director given within thirty (30) days after the
date of Executive Director’s Notice, time being of the essence. USER’s failure to deliver
the Termination Notice within thirty (30) days after Executive Director’s Notice shall
irrevocably constitute USER’s waiver of its right to terminate. Upon termination of this
Agreement under this section, USER shall be entitled to the return of its Security Deposit
within ten (10) days of USER’s request therefor. The Transferee shall have to sign an
Assignment and Assumption Agreement in a form reasonably acceptable to the Trust and
the City..

The provisions above shall not prevent USER in the performance of its business to grant licenses and enter into
concessions and service agreements for the EVENT. Specifically, USER is authorized to subcontract non-
management duties to vendors, so long as such vendors agree to the insurance and indemnification provisions
contained herein, or USER agrees to cover any such vendor pursuant to its insurance and indemnification obligations.

(SIGNATURE PAGE FOLLOWS)

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IN WITNESS WHEREOF, the parties hereto have individually and through their proper corporate official
executed this Agreement, this the day and year first written.

ATTEST: BAYFRONT PARK MANAGEMENT TRUST,

a limited agency and instrumentality
of the City of Miami

By: By:
Jose Gell
[Administrative Officer] Interim Executive Director

APPROVED AS TO INSURANCE APPROVED AS TO FORM AND

REQUIREMENTS: CORRECTNESS:

By: By:
Ann-Marie Sharpe, Director Victoria Méndez
Risk Management City Attorney

ATTEST: EVENT ENTERTAINMENT GROUP, INC.

By: By:
MCCORD, STEVEN A
Witness -sign above & print name below CFO and Treasurer

By:

Witness, Sign above & print name below

 EXHIBIT A

INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE-EVENT

ENTERTAINMENT GROUP, INC.
ULTRA FEST EVENT

I. Commercial General Liability

A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations $2,000,000
Personal and Advertising Injury $1,000,000
Damage to Rented Premises $1,000,000

B. Endorsements Required

City of Miami, The Bayfront Park Trust and each of the respective
instrumentalities, Members, Partners, Affiliates, each of their
respective Officers, Directors, Shareholders, Employees, Volunteers,
Agents and Representatives and the Army Corp of Engineers listed as
an additional insured
Contingent and Contractual Liability
Premises and Operations Liability
Primary Insurance Clause Endorsement
Explosion, Collapse and Underground Hazards
Terrorism Coverage Included
Liquor Liability Included
Waiver of Subrogation

II. Business Automobile Liability

A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto, Owned Autos
Including Hired, Borrowed or Non-Owned Autos
Any One Accident $ 1,000,000

B. Endorsements Required

City of Miami, The Bayfront Park Trust and each of the respective
instrumentalities, Members, Partners, Affiliates, each of their
respective Officers, Directors, Shareholders, Employees, Volunteers,
Agents and Representatives and the Army Corp of Engineers listed as
 an additional insured

III. Worker’s Compensation

Limits of Liability
Statutory-State of Florida
Waiver of subrogation

Employer’s Liability

A. Limits of Liability
$1,000,000 for bodily injury caused by an accident, each accident.
$1,000,000 for bodily injury caused by disease, each employee
$1,000,000 for bodily injury caused by disease, policy limit

V. Umbrella Policy/Excess Liability

A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence $ 9,000,000
Aggregate $ 9,000,000

City of Miami, The Bayfront Park Trust and each of the respective
instrumentalities, Members, Partners, Affiliates, each of their
respective Officers, Directors, Shareholders, Employees, Volunteers,
Agents and Representatives and the Army Corp of Engineer listed as an
additional insured

Coverage is excess over all applicable liability policies contained herein including terrorism and
liquor liability.

The above policies shall provide the City of Miami with written notice of cancellation or material change from
the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy
provisions.

Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all
insurance policies required above:

The company must be rated no less than “A-” as to management, and no less than “Class V” as to Financial
Strength, by the latest edition of Best’s Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey,
or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk
Management prior to insurance approval.
 EXHIBIT C

Additional Charges

1. City of Miami Police

2. City of Miami Fire Rescue
3. Light Pole, Benches, Bike Racks Removal/Reinstall
4. Chain Link Fence Removal
5. Solid Waste Downtown
6. Solid Waste Trash Hauling
7. Overtime Fees
8. taxes
9. Tents (to the extent provided by the TRUST)
10. Tables (to the extent provided by the TRUST)
11. Chairs (to the extent provided by the TRUST)
12. Electricians
13. Box Office personnel
14. fees
15. Amphitheater electricity
16. Sound reading personnel
17. Trash bags
18. Cleaning supplies; hand towels and/toilet paper
19. Drums/oil containers and/ or disposal fees
 SCHEDULE 7.3

Additional Charges

1. City of Miami Police

2. City of Miami Fire Rescue
3. Solid Waste Trash Hauling
4. Solid Waste Downtown
5. Taxes
6. Electrician(s)
7. Drums/oil containers and/or disposal fees