SEATNEE COUNTY KANSAS EXPOCENTRE commcr#C 259-2015 LANDON ARENA LEASE AGREEMENT ral THIS I EASE AGREEMENT (this “Agreement”) is made and entered into this_ J day of Su s » 2015, by and between the Board of County Commissioners of the County of Shawhee, Kansas (the “Lessor”), and RoadRunners Hockey, LLC, a limited liability company organized and existing under the laws of the State of Georgia (the “Lessee"). WITNESSETH: WHEREAS, the Lessor owns the Landon Arena, Exhibition Hall, the Livestock Pavilion and the Maner Conference Center (collectively, the “Kansas Expocentre”) within the County of Shawnee, Kansas, for use of public purposes and gatherings, including, but not limited to, the exhibition of sports contests such as amateur and professional ice hockey, entertainment and educational events; WHEREAS, Lessee desires to operate an ice hockey team(s) (the “Hockey Team”) as a member of the North American Hockey League (“NAL”), or such other hockey league as shall be approved in writing by Lessor, which approval shall not be unreasonably withheld, at the ‘Arena (as defined below); and NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants herein, contained, the parties hereto, intending to be legally bound, mutually agree as follo 1 Definitions. As used in this Agreement, each of the terms defined in this section shall have the following meaning ascribed to it, unless the context otherwise requires: “Arena” means the Landon Arena of the Kansas Expocentre, located at One Expocentre Drive, Topeka, Kansas, 66612. b. “Arena Advertising” means any advertising in or regarding the Arena or any event to be performed at or in the Arena, other than “Ice Advertising” (as hereinafter defined). ©. “Arena Premises” means that part of the Arena necessary for the proper exhibition of the Hockey Team, including but not limited to, the seating and access thereto, the playing surface, locker rooms and ticket sales facilities. d. “NAHL Requirements” means the requirements regarding the maintenance and operation of an arena facility for the play of NAHL games set forth in the North American Hockey League Constitution, By-Laws, Regulations and League Policies revised and adopted in present form, as amended (the “NAHL Rules”), copies of which are attached as Exhibit A to this Agreement. It is understood and acknowledged that this Agreement will be 2015-2018 Landon Arena Leasesubject to review and approval by the North American Hockey League in accordance with its Bylaws. The parties will endeavor to assist in and cooperate with the North American Hockey League's due diligence so as to secure North American Hockey League approval of this Agreement as expeditiously as is possible. e. “Concessions” means the business of selling food and drinks (alcoholic and non-alcoholic) as are currently sold at NAHL or professional hockey games. £, “Franchise” means all of the rights, privilege and powers now or hereafter granted by the NAHL regarding the ownership and/or operation of a hockey team, including, without limitation, the right to conduct NAHL hockey ‘games in and about the County of Shawnee, State of Kansas, in accordance with the NAHL Rules now in effect or as changed during the term of this Agreement or any extension or renewal thereof. g. “Home Game” means any Pre-Season Game, Regular Season Game or Play- Off Game scheduled by the NAHL and/or the Hockey Team to be played as a home game and/or played by the Hockey Team as a home game during ‘each Iee Hockey Season during the term of this Agreement or any extension or renewal thereof and any pre-season game of the Hockey Team’s NAHL. franchise played at the Arena, but excluding any game in which the Hockey Team is designated as the “home” team but which is scheduled to be played ‘more than sixty five (65) miles from Shawnee County, Kansas. h. “Ice Advertising” means advertising associated with dasher boards, banner signage, Zamboni(s), ice surface, penalty boxes and players boxes during Home Games played at the Arena, Ice Advertising does not include any other Arena Advertising. “Ie Hockey Season” means each hockey season scheduled by the NAHL commencing with the first Pre-Season Game and ending with the last Play- Off Game. “Holiday” means a holiday designated and recognized by U.S. Federal Law, the State of Kansas, or Lessor. ‘Lessee” means RoadRunners Hockey, LLC, a limited liability company organized and existing under the laws of the State of Georgia, or its designated agents. 1, “Lessor” means the Board of County Commissioners of the Shawnee County, Kansas, or its designated agents. 2015-2018 Landon Arena Leasem, “Novelties” means the business of selling souvenirs, novelties, programs, pennants, caps, pencils and other Hockey Team or NAHL personalized novelties as are currently sold at NAHL or professional hockey games. n, “Parking Facilities” means that area to be operated by or for the Lessor for the use of Arena patrons for parking purposes for which a charge will be made by the Lessor or its authorized agents to park automotive transportation. 0. “Play-Off Game” means any one of a series of Hockey Team games scheduled-by and approved by the NAHL after the close of each Regular Hockey Season during the term of this Agreement or any extension or renewal thereof to determine the ultimate champion of the NAHL for such p. “Pre-Season Games” means any ice hockey game (except intra-squad games) played by Hockey Team prior to the first Regular Season Game uring each Ice Hockey Season during the term of this Agreement or any extension or renewal thereof. 4. “Regular Hockey Season” means the period from the opening of the Regular Season Games (hereinafter defined) to and including the last regularly scheduled Regular Season Game as set forth in each annual schedule established by the NAHL during the term of this Agreement or any extension or renewal thereof, but exclusive of any Pre- Season Games and Play-Off Games. r, “Regular Season Games” means each hockey game played by Hockey Team as part of the Regular Hockey Season during the term of this Agreement or any extension or renewal thereof. s. “SMG” means a Pennsylvania limited partnership acting as agent for the Board of County Commissioners for Shawnee County, Kansas, and the existing management entity for the Kansas Expocentre. 2. Franchise and Use of Premises, a. Franchise. ‘Team. Lessee is the owner of a NAHL Franchise known as the Topeka RoadRunners. ii, Premises. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, for use by the Hockey Team(s), the right to use and occupy portions of the Arena Premises, for the consideration, and upon 2015-2018 Landon Avena Leasethe terms and conditions and during the times, set forth in this ‘Agreement. Lessor represents and warrants that it owns the Arena Premises and has the right and power to grant the rights referred to herein. b, Hockey Team Authorized Use Areas. i. ii, iii 2015-2018 Landon Aeena tease Lessee shall have the exclusive right to use and occupy the following areas of the Arena, including but not limited to such areas depicted in Exhibit B attached hereto (the “Hockey Team Use Areas”), during each Ice Hockey Season throughout the term of this Agreement and extension thereof, including but not limited to the home team locker rooms (Locker Rooms 3 & 4), showers and toilets. In addition the visiting hockey team shall have the exclusive use of the visiting team locker room, showers and toilets (the “Visiting Team Facilities”) (x) on the day of each Home Game played at the Arena and, (y) if the Visiting Team Facilities are not being used for an event at the Arena on the evening before such Home Game. Notwithstanding the foregoing, upon ten (10) days prior written notice to Lessee, Lessor shall be entitled to utilize the Hockey Use Team Areas in connection with any state basketball event, state volleyball event, state and/or national wrestling event, or any NCAA tournament event, concert and Shrine Circus, provided that such use does not conflict with any Home Game (each an “Authorized Use”). Lessee shall also have the exclusive right to use and occupy the following areas of the Arena, including but not limited to such areas depicted in Exhibit C attached hereto, at all times under this Agreement and any extension thereof, including but not limited to, coach’s office, trainer’s room, washer and dryer space, and space available next to Star D (the “Lessee Use Areas”). All cleaning of the Hockey Team Use Areas, Lessee Use Areas, and areas designated by Section 4(e) for Lessee’s office space herein, as well as all nonstructural maintenance and repair thereof, shall be the responsibility of Lessee, except that Lessor shall maintain and repair the portions of the building systems (i.e., electrical, plumbing, and heating, ventilating and air conditioning systems) and structural components of the Arena located in the Hockey Team Use Areas and Lessee Use Areas, as well as lights, telecommunications lines and any sprinkler system, and Lessor shall clean, maintain and repair the Hockey Team Use Areas in connection with any Authorized Use by Lessor. Lessee shall be responsible, during each Ice Hockey Season during the term of this Agreement, for the non-structural maintenance and repair of the floor, furnishings (including, without limitation, lockers), painting, carpeting, tile and other floor coverings and ceilingsof the Hockey Team Exclusive Use Areas and Lessee Use Areas with the exception of maintenance or repair necessary as a result of users authorized by Lessor or otherwise with respect to any Authorized Use by Lessor. 3. ‘Term, Options Term and Rent. a. Initial Term. ‘The initial term of this Agreement shall be for a period equal to ‘Three (3) years, commencing as of the effective date of this Agreement, as fully executed by Lessor and Lessee. (the “Initial Term”). b. Lease Option Terms. Lessee and Lessor agree that an option for one (1) renewal period of three (3) years beyond the Initial Term shall exist; provided that Lessee exercises said lease option, by giving written notice to the Lessor, on or before February 1, 2018. It is understood that that if said lease option is exercised by the Lessee, all terms of this Agreement shall remain in full force and effect during the lease option period, except rent and exclusive use of ice, which shall be negotiated by Lessee and Lessor, in good faith, and agreed upon by the parties on or before May 1, 2018. In the event the lease option is exercised by Lessee, but Lessee and Lessor cannot agree on the issues of rent and exclusive use of ice on or before May 1, 2018, any such lease option shall terminate, unless said period to negotiate the issue of rent is extended by written agreement of Lessor and Lessee. c. Rent. During the Initial Term of this Agreement, Lessee shall pay to Lessor, as annual base rent, $130,000.00, paid in equal monthly installments on or before the Ist calendar day of each month. Lessee shall be allowed to pre- pay rent without penalty. Any payments made to the Lessor for or on behalf of Lessee by any other company, organization, individual or entity, shall be remitted to Lessee by Lessor within 24 hours of receipt, or credited against rent due by Lessee to Lessor, at the discretion of Lessee. Any rent due pursuant to this Agreement shall be pro-rated based upon a thirty (30) day calendar month, if necessary. d. Additional Rent. During the Initial Term, Lessee shall pay to Lessor, if certain single game paid attendance levels are reached as follows: i, If attendance at a single hockey game exceeds 1,500 paid ticket sales, Lessee shall pay to Lessor, as additional rent, a total sum of $500.00, oF; ii, If attendance at a single hockey game exceeds 2,000 paid ticket sales, Lessee shall pay to Lessor, as additional rent, a total sum of $1,000.00, or; 2015-2018 Landon Arena Leaseiii, If attendance at a single hockey game exceeds 2,500 paid ticket sales, Lessee shall pay to Lessor, as additional rent the total sum of $1,500.00. e. Practice Time. No additional rent shall be due and payable to Lessor by Lessee for practice time at the Arena or Arena Premises during any term of this Agreement or extension thereof. Lessee shall have the right to set all practice times for the Hockey ‘Team, or times for other related ice use, during Lessee’s exclusive use times, and as further set forth within this Agreement, £ Sponsorship. Lessor agrees to provide the following sponsorships each year of this Agreement: Lessor shall pay to Lessee and upon Lessee’s request Three Thousand Dollars ($3,000.00) for pocket schedules For the 2015- 2016 Hockey Season, Lessee agrees to print and distribute said schedules before the first regular season game. For any other Hockey Season under this Agreement or any extension thereof, Lessor agrees to print and distribute said schedules at least one month before the first regular season game. Lessee may waive this annual charge for pocket schedules, if Lessor, at least three (3) months prior to the first regular season game each year, provides Lessee with access to all informational data bases under Lessor’s control, regardless of format, and allows the Lessee to use said data base information for marketing purposes throughout the duration of this Agreement and any extension hereto. Any such use of said data or information by Lessee shall be subject to review by the Lessor. g. Summer Ice. Lessee shall have the option to request that Lessor install, and make available for Lessee’s exclusive use, ice for one week in the month of July each year of this Agreement or any extension thereof. Lessee shall provide written notice of such request to Lessor by June 1* of each calendar year. If Lessee requests that said ice be installed, and such installation is completed by Lessor, Lessee shall pay the Lessor additional rent in the amount of $15,000.00. or this one week time period cach year, the Lessor shall install, change over and mark the ice upon Lessee’s request. Said additional rent shall not be due and payable for the 2015 calendar year, as it is agreed by the Lessor and Lessee that ice will not be availabie for the ‘Summer of 2015. h. Post-Game Skates. Any “Post Game Skate With the Team” receipts shall he split equally (50/50) after actual out of pocket and verified expenses, as long as at least 6 rostered players are present on the ice during the duration of event, Expenses shall be defined as: Security, Skate Monitors, Ticket Sellers, and Skate Room Personnel. Any rent or other monies paid to Lessor by Lessee pursuant to this Agreement shalll be directed to: 6 20152018 Landon Arena LeaseSMG One Expocentre Drive Topeka, Kansas 66612 unless Lessee is directed by Lessor, in writing, otherwise. j. Any monies paid to Lessor by Lessee pursuant to this Agreement shall be directed to: unless Les RoadRunners Hockey, LLC C/O Mr. Donald Stone, I 3520 Piedmont Road #125 Atlanta, GA 30305 ris directed by Lessee, in writing, otherwise. 4. Hockey Team Rights, ii, 2015-2018 Landon Arena Lease Use of Arena Premises. The Lessee shall have exclusive use of the Arena Premises each year of this Agreement from August 15th through the end of the North American Hockey League (NAHL) season, including all scheduled regular season games, preseason games and post-season games. Ice shall be “in place” from August 15" of each year of this Agreement until the end of the NAHL season, which shall extend through all regular season and/or post-season games played by the Hockey Team. Times for exclusive use of the Arena Premises by Lessee shall include Monday through Friday, 8:00 a.m. through 4:00 p.m., and Saturday, 9:00 a.m. through 12:15 p.m. Exclusive use on Saturday shall be applicable only when the Lessee has a home hockey game that same day. In order to establish effective use of ice, hy 12:00 pm of each Monday during Lessee’s exclusive use time period, the Lessee and/or Hockey Team shall submit to Lessor a written schedule of the following weeks practice times and other times when ice shall be used as related to this Agreement for the following calendar week. All commitments for events of the Lessor, agreed and confirm by written agreement, known at the time of execution of this Agreement are excluded from the Lessee’s exclusive use time periods set forth herein so long as a written itemization of any such future events, including dates, are provided to Lessee prior to the execution of this Agreement,iii, vi vii. viii 2015-2018 Landon Arena Lease ‘Any new multi-year events scheduled by the Lessor for the Arena may also be excluded from Lessee’s exclusive use time period set forth herein, so long as a written agreement engaging Lessor in any such event is fully executed at least three (3) months before April 1" of each year of this Agreement, and Lessor notifies Lessee of any and all such engagements, in writing, within fourteen (14) business days of any such engagement being entered into by Lessor. iv. Subject to Section 4(a)(v) and Section 4(a)(vi) below the Lessor shall retain the right to use the Arena Premises during the Lessee’s exclusive time periods; provided that Lessor provides the Lessee seven (7) calendar days advanced written notice, detailing the reason for such request and specific use of the Arena Premises. In the event that the Lessor timely requests, in writing use of the Arena Premises during Lessee’s exclusive use time, and the Lessor then cancels said use with less than five (5) calendar days’ notice to the Lessee, the Lessor shall pay Lessee a fee of $500.00 per day. The Lessor shall retain the right to use the Arena Premises during a time period scheduled for a Home Game of Lessee, and said consent to said request may not unreasonably be withheld by Lessee if the Home Game in question can be rescheduled and said rescheduling is approved by the NAHL. If rescheduling of any such hockey game occurs due to the Lessor’s request to use the Arena Premises, the Lessor shall immediately pay to Lessee a fee of $5,000.00, and in addition Lessor shall reimburse Lessee any verifiable expenses associated with rescheduling a replacement game. Subject to Section 4{a)(v) above, If the Lessor requests use of the ice during the exclusive time period(s) of the Lessee, which is not during a time period scheduled for a Home Game of Lessee, the granting of any such use shall be at the discretion of the Lessee. If said use is permitted by Lessce, the Lessor shall pay Lessce an hourly rent of $50.00, not to exceed $500.00 for a single day. ‘The Lessor shall have the right, at its option and expense, to delay installation of the ice beyond August 15th of any year of this Agreement; and if such delay occurs the Lessor shall immediately pay Lessee a fee of $3,000.00. In no instance shall the installation of ice hy the Lessor occur later than August 29th of any year of this Agreement or extension thereof. Lessor shall notify Lessee in writing of any delay as to the installation of ice and provide at least Thirty (30) days advanced written notice so that Lessee can arrange other ice rental. During the term of this Agreement, as it may be extended or renewed, Hockey Team shall have, subject to the provisions of Section 4.b 8