STADIUM USE AGREEMENT

CONTRACT NO. C339132

EVENT: WrestleMania 

USER: Event Services, Inc.

ADDRESS: 1241 Main Street, Stamford, CT 06902
PHONE NO.: 203-352-8605

FAX NO. 203-359-5112

CONTACT PERSON: Joseph Flanagan


THIS USE AGREEMENT ("Agreement") is entered into by and between City of Orlando, Florida,
("Operator"), and the above-named user ("User") as of November 11, 2016. In consideration of the respective covenants
set forth herein, Operator and User agree as follows:

A. GRANT OF RIGHT TO USE PREMISES. Subject to the Basic Terms (hereinafter de?ned) and the Terms
and Conditions attached hereto, Operator hereby grants to User the exclusive right to use the Premises (as herein de?ned)
located at Camping World Stadium (formerly known as Orlando Citrus Bowl), One Citrus Bowl Place, Orlando, FL
32805 (the "Stadium?) necessary for the presentation of the above-referenced event ("Event") during the Event Period
(as hereafter de?ned). No events other than the Event shall be scheduled by the Operator at the Stadium during the Term
except as approved in writing by User.

 

B. BASIC TERMS. The following basic terms ("Basic Terms") shall apply to this Agreement:

1. Fees and Expenses.
Site Fee: Waived.

 

Event Merchandise Sales: See Section 16(0).

Front of House Eguipment and Services: Operator shall be responsible for providing at its
cost the following on event day (the ?Front of House Equipment and Services?): all event

staf?ng, including security personnel (including overnight security), box of?ce personnel,
traf?c and crowd control personnel, parking attendants, cleaning personnel, ticket takers,
ushers, public restroom attendants, house video, audio and public address systems and
operators, Stadium conversion personnel, police, ?re, EMT and rescue services, plumbers,
electricians, HVAC technicians, physicians and other personnel to attend ?rst-aid rooms at
the Stadium, ambulance services (except for medical and/or ambulance services requested by
User dedicated exclusively for User?s employees and talent; such services shall by User?s
expense), and such other event staffing personnel (but speci?cally excluding stage hands,
performers and ancillary security for performers) deemed appropriate and reasonably
necessary by Operator to safely and ef?ciently operate the Stadium (including the Utilities)
during the Term and for the Event ("Event Staffing") and (ii) all existing water, electricity,
the public address systems, scoreboard, interior video screens including LED ribbon boards,
telecommunications, wired and wireless Internet service, ?re suppression and alarm
equipment, lighting and ?eld lighting, air conditioning (where applicable), refuse removal,
sewage and other utilities customarily provided and reasonably determined by User to be
necessary or helpful during the Term for the presentation of the Event ("Utilities"). User
acknowledges and agrees that User's requests for additional or special services or equipment
not already provided by Operator to User under this Agreement will be at User?s cost. In
addition, Restoration Expenses (as de?ned in Section 3(a) of the Terms and Conditions) and
any Holdover Fee (as de?ned in Section 3(a) of the Terms and Conditions) are User?s
responsibility.

..
(IV



Back of House Expenses: User shall be solely responsible for securing the services and
paying all costs associated with Event speci?c staff not provided by Operator, including
stagehands, performers and ancillary security for performers, (ii) stagehand and Event
performer catering, travel and hotel costs for talent and User?s employees, (iv) risers and
its related seating to be used on the ?eld surface during the Event, the materials and
construction of the Event stage, (vi) the materials, construction and operation of the stage
lighting, audio and video, other than ?eld and house lighting and public address systems, (vii)
video production for the Event, including television pay-per-view broadcast and WWE
Network streaming costs, security barriers around the Event stage, the walkway leading
to the Event stage and the Event performer stage, (ix) the Platinum Ringside Chairs (as
de?ned in Section 15(a) of the Terms and Conditions) Including the cost of installation of the
all ?oor seating, and other stagehand Work (collectively, the "Back of House Expenses").
The term "stagehand" and "stagehand work" refer to and include work related to Event
equipment move-in and move-out, Event equipment and material set up, spotlight, forklift
operators, operation rigging work and similar work that is traditionally regarded as stagehand
work and that is subject to the direction and control of User.

2. Term; Event Period





Te_rm. The term of this Agreement shall commence on Thursday, March 16, 2017 at 9:00
am, and shall terminate on Thursday, April 6, 2017 at 11:59 pm. time being of
the essence. During the Term, User shall have access to the Stadium premises on a 24-hour-
per-day basis.

Event Period. The actual performance of the Event shall commence on Sunday, April 2, 2017
at 5:00 pm. (Eastern Time) and conclude on Sunday, April 2, 2017 no later than 11:59 pm.
(Eastern Time) ("Event Period"). Operator shall open the Orlando Venues? controlled
parking lots for admissions to ticket holders on April 2, 2017 at 11:30 am. and doors to the
Stadium shall open to patrons at 3:30 pm, time being of the essence.

3. Ticket Sales/Concessions/Pa rkingZAdvertising.






(0

Box of?ce expenses and ticket agency charges: See Section 
Ticket Sales: See Section 5.

Consumable Concessions: See Section 16(b)
Parking: See Section 16(a)

User?s complimenm parking spaces: See Section 16(a)
Advertising: See Section 18.

C. TERMS AND CONDITIONS. The terms and conditions attached hereto are incorporated by reference

 

herein as if fully set forth herein (the "Terms and Conditions"). User has read and agrees to be bound by the Terms
and Conditions attached hereto.

IN WITNESS WHEREOF, User and Operator have executed this Agreement as of the dates set forth below.
User has read and agrees to be bound by the attached Terms and Conditions.

[signature page tofollaw]

EVENT SERVICES, INC, CITY OF ORLANDO, FLORIDA
a wholly owned subsidiary of World Wrestling

 

Entertainment, Inc., a Delaware corporation
I I am
By: 1 L?u/ - )4 By: 0? a 

 

 

 

amei Joseph Flapagan} vName: Allen Joim
tie: Senior Vice?President, Live Events Title: Exrgl'o?n ir tor?
Date: 3? 17/, 7 Date: 

TERMS AND CONDITIONS

1. PREMISES. This Agreement grants User full use of the Stadium and all other areas necessary or useful
for the presentation of the Event including, but not limited to the playing ?eld and sidelines (the ?Field?), (ii) the seating
areas, general and premium seating, the talent dressing rooms, (iv) backstage space for television production areas, a
production meeting room with space for approximately seventy-?ve (75) people, (vi) concourse ways, stairways, bathrooms,
locker rooms and common areas (collectively, the "Premises"), and (vii) all Orlando Venues? controlled parking and
marshalling areas. Access to and use of Stadium service areas necessary for Operator, including its contractors, subcontractors,
personnel, vendors and tenant, Florida Citrus Sports to conduct normal business areas contracted to PCS,
concessions of?ces, food preparation areas, communications (DAS, WiFi), housekeeping, security, and similar areas) shall
not be restricted. During the Term, the Stadium shall have an aggregate seating capacity for over 65,000 spectators with
reserved seating, and ?Premium Seats?. Operator shall assist User so that User can generate plans for the stage position,
seating layout and manifested seats. Such plan will indicate such locations on a diagram which will be attached hereto as
Exhibit User shall use the Premises to prepare for and conduct the Event and Event Merchandise sales during the Term.
The Premises shall include all Orlando Venues? controlled parking areas surrounding the Stadium. Operator represents to
User that the Premises will be delivered in a good state of repair and in compliance with applicable laws including the
Americans with Disabilities Act of 1990, as amended (the User has toured the Premises in its condition existing as
of the date of the execution and delivery of this Agreement. During the Term, User, its contractors, subcontractors and
vendors, personnel, invitees, designees and ticket holders shall have exclusive use of the Premises and Operator shall not
allow access to the Premises during the Event by others except as provided herein. User shall return the Premises and any
equipment or other personal property therein to Operator at the end of the Term in good condition, reasonable wear and tear
excepted. The backstage and adjacent concourse areas will be on lockdown to all personnel without appropriate User or
Stadium credentials.

2. TERM. User may use the Premises only during the Term. User shall conduct the Event during the Event
Period, although activities relating to the Event, such as ?lming of backstage operations, setup, etc. may occur at any time
during the Term. Operator shall use its reasonable commercial efforts to work with User to coordinate the staging of trucks
and equipment at or near the Stadium prior to the commencement of the Term. User shall cooperate with Operator to provide
Operator reasonable access to parts of the ?eld as soon as possible as User begins to vacate the Stadium. Failure to vacate
the Premises prior to or at the expiration of the Term may give rise to a Holdover Fee pursuant to Section 

3. PAYMENT.

User shall pay to Operator a holdover fee ("Holdover Fee") equal to $5,000 for each day or partial
day that User or its property remains at the Stadium after the Term, plus actual costs (including any and all staf?ng costs)
incurred by Operator during such holdover period or costs arising as a result of User's holdover; Operator hereby provides
notice to User that Operator has an event booked at the Premises on April 8, 2017, and User?s occupancy must be terminated
no later than April 6, 2017; (ii) in the absence of the negligence or willful misconduct of the Operator and/or except as may
result from a failure of the Turf Protection, as hereafter de?ned, the cost of any repair, rehabilitation, replacement or restoration
of the Stadium or any equipment or other personal property of or located in or about the Stadium necessitated by any damage
(ordinary wear and tear excepted), loss or theft incident to the use of the Stadium by User or the other User Parties, hereinafter
de?ned (collectively, "Restoration Expenses").

User shall be solely responsible for the payment of all Back of House Expenses (as de?ned in Section


All amounts due Operator pursuant to this Agreement, including, without limitation, the Holdover Fee,
if any, shall be paid at settlement upon presentation of an invoice to User. An initial settlement shall occur on or before April
7, 2017. At initial settlement, Operator shall apply box of?ce receipts collected to all sums clue and payable to Operator and
remit the balance to User (this will be based on estimates, with a reserve held by Operator for its expected costs, in the event
of a preliminary settlement). A ?nal settlement, if required, will occur on or before Apri121, 2017. User waives all rights to
that portion of the box of?ce receipts necessary to pay sums due Operator hereunder.

In addition to the other payment set forth in this Section 3, at settlement Operator shall pay User a fee
in the ?xed amount of four-hundred thousand dollars 

4. USE SECURITY DEPOSIT. No rental, use fee or security deposit is payable in
connection with the Event.

5. TICKET SEATING.

Box Office Services- Tickets.

 

Operator shall provide box office services for ticket sales at the Stadium as well as through
Ticketmaster (Operator?s of?cial ticket service), at no charge to User, as a part of the Front of the House Equipment and
Services. Ticketmaster service fees and local box office service charges shall be charged to the purchaser and not included in
the face value of the ticket and shall cover all credit card and other fees.

(ii) User shall have the right to set ticket prices and receive 100 percent (100%) of the face
value revenue arising from the sale of such tickets except as speci?ed in this Section 5 below. User acknowledges and agrees
that the face value of the tickets shall include a six and one-half percent state/local sales tax (the ?Sales and Admissions
Taxes?), and the Sales and Admissions Taxes shall be paid to the appropriate taxing authority from ticket revenue prior to the
payment of ticket revenue to User at Settlement. urtherrnore, User acknowledges and agrees that the calculation of the Sales
and Admission Taxes shall he calculated per ticket and not from the overall gross. For VIP or Platinum tickets, User is
responsible for all applicable Sales and Admission Taxes on all lifts. There is a facility fee of Three Dollars on each
ticket priced below One Hundred Dollars ($100.00) and Three Dollars and Fifty Cents on each ticket priced One
Hundred Dollars ($100.00) and above (?Facility Fees?) which shall be added on top of (instead of included within) the ticket
price so that it does not reduce the ticket sale proceeds payable to User. The parties agree to withhold from sale a reasonable
number of tickets that each party may sell to ?friends and family,? and all such ticket revenue will be included in the box
of?ce statement for payment, accounting, auditing and tax purposes. All ticketing and convenience fees, including facility
fees and handling fees, shall be charged to the purchaser and not included in the face value of the Ticket, and shall be retained
solely by Operator and/or Ticketmaster, as may be the case.

User shall provide Operator three hundred (3 00) complimentary tickets to the Event at seat
locations mutually agreed upon by User and Operator. Such complimentary tickets shall have a zero dollar face value
and shall not be subject to any Sales and Admissions Taxes or Facility Fees.

(iv) In addition to the complimentary Suites provided to User pursuant'to Section 
User may provide complimentary tickets to Event guests. Such complimentary tickets may be issued by User to third parties
for media, trade, promotion, sponsor, hospitality, charity and other business purposes. User and Operator shall use
commercially reasonable efforts to mutually agree upon the number of tickets that may be used as complimentary but failing
such agreement, User?s good faith determination shall control. Complimentary tickets will have a zero dollar face
value and shall not be subject to any Sales and Admissions Taxes or Facility Fees.

User shall have the right to sell up to a mutually agreed upon number of tickets to its
employees, advertisers, clients, business associates and travel club partners (the "Consiment Tickets"). Such Consignment
Tickets shall be pulled from the total box of?ce ticket allotment at face value and sold by User. User shall be responsible for
collecting all amounts received in connection with User's sale of any Consignment Tickets. User acknowledges and agrees
that all monies collected from the sale of any Consignment Tickets shall be included in the box of?ce statement for payment,
accounting and auditing purposes related to the Event. Such Consignment Tickets shall be subject to the Sales and Admissions
Taxes and Facility Fees.

(vi) Group Ticket Sales. User or User?s agent will provide sales personnel for group ticket
sales. Operator acknowledges and agrees with User's policy that tickets offered for sale to groups will be offered prior to the
public on sale date, however, group ticket purchasers will not be offered discounted ticket prices. User acknowledges and
agrees that all monies collected from the sale of any Group Ticket Sales shall be included in the box of?ce statement for
payment, accounting and auditing purposes related to the Event. Such Group Ticket Sales shall be subject to the Sales and
Admissions Taxes and Facility Fees.

Suites (each a "Suite" and, collectively, "Suites") located at the Stadium are under the control of the
User for the Event. User shall provide Operator ?ve (5) suites for its complimentary use at mutually agreeable locations

2

 

during the Event. Each party shall be responsible for all food and beverage costs for its Suites. If User opts to sell Suite
tickets to the Event, such tickets shall be subject to applicable taxes and fees.

6. INSURANCE. User, at its sole cost and expense, agrees to obtain and keep in full force and effect during
the Term, the following types and amounts of insurance with an insurance carrier or carriers rated or better, according to
AM. Best Company Rating Guide, authorized to conduct business in the State of Florida: Commercial General Liability
(occurrence insurance) including, without limitation, products/completed operations, participants liability, personal injury,
property damage and contractual liability (applicable to the indemnity provisions of this Agreement), with minimum limits of
Five Million Dollars ($5,000,000) each occurrence and Ten Million Dollars ($10,000,000) aggregate; (ii) Workers?
Compensation insurance, including employer?s liability, complying with the statutory requirements of the State of Florida;
Property damage or loss for the full replacement value of any property or equipment brought into the Stadium by, at the
direction of or with the consent of User; and (iv) an umbrella liability policy in the amount of Ten Million Dollars
User shall cause all insurance policies required hereunder to name Operator, the Stadium and their respective
af?liates, of?cials, of?cers, directors, partners, shareholders, agents and employees (collectively, "Other Bene?ciaries") as
additional insureds; provide that no material change, cancellation or termination of such policies shall be effective until at
least thirty (30) days after receipt of written notice thereof by Operator; (0) include a waiver of subrogation rights in favor of
Operator and the Other Bene?ciaries for property damage and for worker?s compensation and be primary to all other
coverage Operator and the Other Bene?ciaries may have. If User fails to obtain or maintain any insurance policies required
hereunder, the Operator shall have the right, but not the obligation, to obtain such policies at User?s expense. User shall pay
all premiums and deductibles for the insurance policies required hereunder and any sums paid or advanced by Operator to
secure such policies. At least thirty (30) days prior to commencement of the Term, User shall furnish Operator with a
certi?cate of insurance evidencing the insurance coverage required hereunder.

7. SAFETY. All property caused or permitted to be placed in the Stadium by any of
the User Parties shall be at their sole risk, and Operator shall have no liability arising therefrom. User shall not cause or permit
the obstruction of any entries, exits, ways of access, windows, ventilators or lighting ?xtures of the Stadium. User shall cause
itself and its servants, agents, employees, staff, volunteer workers, of?cers, directors, owners, members, managers,
shareholders, partners, exhibitors, patrons, players, guests, invitees, participants, performers, artists, licensees, contractors,
media personnel or any person admitted to the Stadium by User or by Operator at User?s direction (collectively, "User Parties")
to abide by all of the Stadium?s standard rules and regulations applicable to all users attached hereto. Operator, its employees,
agents and contractors are authorized to refuse admission to or cause to be removed from the Stadium any person reasonably
deemed objectionable by Operator for public safety reasons (including, but not limited to drunk and disorderly conduct and
nudity). Operator reserves the right to control the management and operation of the Stadium and to enforce all necessary
rules of its management and operation. Authorized employees, agents and contractors of Operator shall have free access to
all parts of the Premises (except the stage, backstage and dressing rooms) at all times for valid purposes so long as such access
is not disruptive to Event operations. Operator acknowledges the need for privacy in the stage, backstage, dressing rooms and
adjacent areas and that, except in the event of emergency or for public safety purposes or otherwise as directed by User,
Operator shall restrict its personnel ?'om these areas.

8. SURRENDER OF PREMISES. User shall surrender to Operator the Premises and all equipment
contained therein not belonging to User at the end of the Term. In the event the Premises are not surrendered by User at the
end of the Term, Operator shall have the right to move from the Premises, at the expense of User, any and all personal property
of User which may then be occupying the Premises. In the absence of negligence or willful misconduct, Operator shall not
be liable for any damages or loss to such personal property which may be sustained by such removal or the place to which it
may be removed.

 

9. INDEMNIFICATION. User shall indemnify, defend and hold harmless Operator and the Other
Bene?ciaries from and against any and all loss, expense (including reasonable attorneys? fees) or liability of any kind arising
from or in any way related to: the use of the Stadium or any part thereof (including the Premises) by User or any of the
other User Parties hereunder, or the presentation of, preparation for or promotion of the Event, except for any injury or damage
to persons or property caused by the negligence or willful misconduct of Operator; the breach by User of any term,
condition, covenant, representation or warranty contained in this Agreement; any merchandise or other items (other than
food, beverage and parking, which pursuant to Section 16(a) and shall be controlled by the Operator) caused or permitted
by User to be sold or given away in connection with or during the Event; the promotion or advertisement of the Event; or
the design and construction of the stage, towers, risers, platforms and other structures constructed by User for the Event.

3

Operator reserves the right to deduct from any sums due to User actual funds to cover any damages caused by User or any of
the other User Parties.

10. WWE NETWORK AND TELEVISION. User and certain production companies utilized by User may
distribute by broadcast and/or cable, satellite and pay-per-view television, and via WWE Network or otherwise via any and
all other media including, without limitation, the Internet, the Event and certain other activities surrounding the Event (set up,
backstage, behind the scenes, etc.) in its discretion. Operator agrees to cooperate with User to assist User in concluding such
activities at User's reasonable cost but without payment to Operator. No media origination or other fee shall be charged in
connection with such distribution. Without additional fee, payment or residual, User retains the right to record, ?lm, broadcast
and fully exploit such materials in any fashion and through any and all media and distribution channels, in perpetuity and
throughout the World (the recordation, ?ling, etc. by User hereunder is referred to herein as the ?WrestleMania
Programming?).

11. COMPLIANCE WITH LAWS. Operator shall be responsible for ensuring that the Stadium and all
services to be provided by Operator or its agents hereunder g. ticket sales) comply with the ADA. User shall, at User's sole
cost and expense, comply, with respect to its operations including the presentation of the Event, with all other
applicable federal, state, and local laws, ordinances, rules, regulations, and any requirements of the police and ?re departments
or other municipal authorities having jurisdiction over the Premises regulating the use by User of the Premises. If requested
by User and at User?s cost, Operator shall assist User with compliance with such laws, ordinances, rules and regulations. In
connection with User?s use of pyrotechnic devices and similar effects for the Event, User or its contractor shall consult with
local ?re department of?cials prior to such use and shall comply with all applicable laws, rules and regulations with respect
to the use of such pyrotechnic devises and similar effects. With reasonable consultation from time to time with User, Operator
shall, at User?s expense (but without payment to Operator), obtain all necessary permits and licenses required by federal, state
or local laws and all fees related thereto, including, without limitation, all permit fees associated with the engineering review
(by a third party engineer) of the stage and other User provided structures. User, at its expense, a reasonable period before the
Event shall provide Operator with engineering plans, drawings and related documentation that may be required by
governmental authorities in order to obtain Event and structural permits or licenses for the stage, towers, risers and platforms
for the Event. User will not do or suffer to be done anything on the Premises during the Term of this Agreement in violation
of any such laws.

12. EVENT STAFFING STAGEHANDS.

Event Staf?ng Levels. User shall provide Operator with a projected attendance for the Event in writing
at least two (2) weeks prior to the Event and Operator shall staff the Event accordingly. User may comment on such staf?ng
levels and Operator shall attempt to reconcile User?s comments, however, Operator shall have the ?nal decision on appropriate
Event Staf?ng levels for the safe and ef?cient operation of the Stadium.

Stagehands. User will be solely responsible for the direct coordination of labor and payment of an
Operator-approved stagehand providers as part of Back of House Expenses with no contribution being due from Operator.

13. EVENT APPROVAL. The conduct of the Event as contemplated is approved by Operator. Operator
retains the right to approve particular aspects of the Event (ag. particular aspects of pyrotechnics to be used) solely with
respect to any aspects of the Event that Operator reasonably demonstrates to be dangerous to members of the public, Operator?s
staff or the Premises. User shall be solely responsible for the conduct and activities of artists, participants, performers or
exhibitors participating in the Event.

14. ALTERATIONS, DAMAGE.

Alterations. User shall not: cause or permit the Stadium, or any equipment or other personal
property of or located in or about the Stadium to be in any manner damaged, lost, stolen or destroyed; cause or permit any
alteration, modi?cation or improvement in or to the Stadium except temporary structures, staging, etc. used in connection
with the Event and which are removed following the Event pursuant to the terms hereof which are not inconsistent with plans
contemplated in Section 15; or (ii) with the prior written approval of Operator and in accordance with Section 15 below; or
(0) display, af?x, post or erect any decorations, signs, banners, advertisements or posters in or about the Stadium without the
prior written approval of Operator, which approval shall not be unreasonably withheld, conditioned or delayed. Subject to

4

the terms of this Agreement, damage or unauthorized alterations to the Stadium or other personal property of Operator incident
to the use of the Stadium by User or the User Parties shall be the sole liability of User, and User agrees to reimburse Operator
upon demand for the actual cost of replacement, restoration or repair to the Stadium or equipment of Operator or
Operator may reasonably deduct such actual costs ?om any User funds in Operator's possession at settlement. User will, at
the sole option of and with the prior written approval of Operator, make or cause to be made such restoration and repairs at
its own expense in accordance with the speci?cations set forth by Operator.

Damages. Operator will provide turf protection (?Turf Protection?) in advance of the Event that is
adequate to ensure that the ?eld will not be damaged during the Term. User shall be responsible for the costs to repair the
Stadium that have been damaged as a result of the conduct of the Event other than as a result of acts or omissions for which
Operator is responsible hereunder Turf Protection). Immediately following the expiration of the Term, User and
Operator shall conduct a "walk-through" of the premises to reasonably and mutually determine and assess damages, if any, to
the Premises. Operator shall notify User of any damage to structures, equipment or other property, ordinary wear and tear
excepted, that requires repair or replacement within ten (10) business days following the expiration of the Term unless such
damage is not readily apparent in which case notice shall be given within two (2) business days following discovery of any
such damage (but in no event later than May 31, 2017). This Section 14 shall be applicable to any such damages. If User
fails to make the required repairs or replacements within a reasonable timeframe as determined by Operator, then Operator
shall have the right, but not the obligation, to make appropriate repairs or replacements at User?s sole cost and expense.

15. FIELD SOUND TOWERS AND STAGE.

Installation/Construction. User, at its sole expense, shall provide and, subject to the safety and other
requirements of Operator and legal authorities, install any necessary stages, booths, platforms, towers, tents or apparatus, and
shall provide security barriers to be placed around the Event stage, the walkway leading to the Event stage, and the Event
performer stage. The locations of stage, towers, risers and platforms for the Event when determined by User will be depicted
on Exhibit (which shall be ?nalized by User and attached to this Agreement at a later date) and shall be Constructed and
installed, together with sound towers, if any, by User in compliance with engineering design speci?cations. Operator shall,
at its expense, provide and install all security barriers to be used on the Stadium premises for the Event other than those
security barriers described in the ?rst sentence of this Section 15(3) and in a manner generally consistent with collegiate bowl
game best practices at the Premises, at no charge to User. At User?s cost, Operator shall provide all ?eld level chairs and the
labor to install and remove such ?eld level chairs; including the approximately twenty-three hundred (2300) chairs for
ringside, ramp and central riser locations (top 3 price levels) (the "Collectible Ringside Chairs"). Except for the ?eld level
chairs provided by Operator, User assumes sole and complete responsibility for all construction, improvements and/or
installations on the Premises in connection with the Event conducted by User or any contractor on User's behalf, and shall be
responsible for Restoration Expenses. User shall submit to Operator, for its prior reasonable approval, speci?c plans detailing
the nature of its construction activity, improvements and/or installation on the Premises. User, at its expense, shall ensure
that such plans and any consequential construction, improvement or installation shall comply with all applicable federal and
local laws, ordinances and regulations. Operator at its sole expense shall timely secure and display any and all permits,
licenses and approvals necessary for any construction, improvements and/or installation on the Premises hereunder required
by federal, state or local laws. User agrees not to commence construction, improvements or installation on the Premises until
Operator and/or User has obtained all such applicable permits, licenses and approvals. User shall not permit any lien or
encumbrance to be established that affects the Premises, and User shall remove any such lien or encumbrance.

Sound Towers and Stage Construction. User shall cause the sound towers, risers, platforms and stage
(rings) to be designed by a duly licensed engineer so as to comply with applicable engineering practices and with all weight
capacity, wind resistance and other requirements established by applicable law. User, at its expense, shall provide Operator
with all necessary engineering drawings and related documents required by applicable governmental authorities in order to
obtain Event and structural permits and licenses. Operator shall obtain all necessary approvals, licenses and permits prior to
User commencing construction of the sound towers and stage a reasonable time prior to the Event. User shall be solely
responsible for all costs and expenses relating to the design, construction, certi?cation and operation of the sound towers and
stages. As between Operator and User, User shall be solely liable for any damages that result from the design, construction,
certi?cation and operation of the sound towers and stages.

(0) Seating. Subject to the requirements of this Section, User shall be permitted to use the Field surface
area not used for production purposes for Event seating and sound stage construction. User acknowledges and agrees that



?eld seating capacity and ingress/egress requirements are established by applicable law and User shall at all times during the
Term comply with such requirements. At User?s cost, Operator shall provide all ?eld level chairs and the labor to install and
remove such ?eld level chairs; and the Collectible Ringside Chairs. User shall be solely responsible for the costs to acquire
and install the risers that are placed on the ?eld to extend the seating of the lower bowl.

16. CONCESSIONS.

Parking. Operator shall have the exclusive right to operate the parking lots described in Section I, sell
parking passes, set and collect parking fees at the Event and retain 100% of all parking revenues therefrom. Parking fees for
the Event shall be consistent with other WrestleMania venues. If User requests that the Stadium parking lots be opened
beyond times set forth in Section 2 of the Basic Terms, then User shall be responsible for the additional cost associated with
such earlier opening. All costs and expenses with respect to parking for the Event shall be the sole responsibility of Operator.
User shall be afforded staff parking spaces in the Orlando Venues? controlled parking lots in areas reasonably agreed upon by
Operator and User for User's staff, talent, VIPs, television production crew and equipment (including, without limitation,
loading forks, limousines, buses, trucks and tractor trailers) to park during the Term, and for ?landing areas? for pyrotechnics.

Food and Beverage Concessions. Operator reserves all rights to sell all consumable concession items
and set up and operate all consumable concessions or restaurants, or sell or give away any food, refreshments, beverages,
alcoholic beverages, candies and other consumable items and User shall not be entitled to any revenue deriving there?om.
User shall not sell or give away any such consumable concession items at or about the Stadium with the exception of Booty-
O?s Cereal as referenced in Section 16(c). Notwithstanding the foregoing, in its option User may provide collectible cups for
beverages. It is understood that the Operator does not sell fountain drinks, so therefore each souvenir cup will be offered for
sale separately from the beverage for three dollars inclusive of sales tax. The net revenue will equal two dollars and
eighty cents per cup after sales tax and it shall be divided ninety percent to User and ten percent to
Operator. Operator shall reimburse User two dollars and ?fty two cents per cup sold on the ?nal event settlement and
the amount in excess of the two dollars and ?fty two cents shall be retained one hundred percent (100%) by the
Operator. User shall be free to arrange with its caterers for, and shall be solely responsible for the cost and expense of, all
User?s staff, performers, contractors and ?friends and family? catering in back of house locations only dressing rooms
and production of?ces). Except as outlined above, User shall be required to use Operator?s food and beverage contractor
including for food and beverage in the Suites.

(0) Merchandise Concessions. User shall have the exclusive right to sell one week prior to, and during,
the Event, through OuiVend, Operator?s designated merchandise vendor. OuiVend shall supply all needed staf?ng, storage
areas and stocking of merchandise, and User shall supply merchandise other than food and beverage (which is governed by
Section 16(b) above), related to the Event ("Event Merchandise"). User shall be entitled to retain eighty percent of the
Net Proceeds (ninety percent for, title belts, collector cups, Booty-0?s Cereal and gift cards) from the sale of such
Event Merchandise, with Operator receiving twenty percent of the Net Proceeds (ten percent for, title belts,
collector cups, Booty-0?s Cereal and gift cards) from sale of the Event Merchandise. Notwithstanding the foregoing, both
parties acknowledge and agree that one hundred percent (100%) of Net Proceeds for the Connor?s Cure bracelet (a $5 item)
will go to the Connor?s Cure charity. For the purposes of this Agreement, ?Net Proceeds? shall mean the gross proceeds
arising from the sale of Event Merchandise, less applicable taxes, Bootleg Security coverage, credit card transaction fees (not
to exceed 5% of total credit card sales) and agreed upon expenses including: tables, bike racks, tents, trailers and other agreed
out of pocket expenses. All shrinkage shall be the obligation of OuiVend and any such shrinkage shall be added back into the
Net Proceeds at its full retail price and 80% or 90%, as the case may be, shall be paid to User. Operator shall provide User
during the Term with each of the following at no additional fee: vending space in all locations inside and outside Camping
World Stadium that are reasonably acceptable to both parties; and (ii) a storage area for Event Merchandise inventory. At no
additional cost to User, OuiVend shall provide all vendors, the staf?ng plan including total number of vendors and number of
vendors per selling location along with the number of warehouse staff and count in and count out staff shall be agreed upon
and approved in writing by User prior to Event and (ii) assist User to set up and strike retail locations, provide appropriate
secure credit card machines and point of sale systems (all of which shall be PCI compliant and quantity of credit card machines
and point of sale systems per location shall be approved in writing prior to Event by User) and set up, display, refresh and
otherwise manage inventory in the retail locations and perform related counts and reconciliations. Except for consumables
pursuant to Section 16(b), Operator shall not diSplay or make available for sale any merchandise (other than the Event
Merchandise) on the day of the Event (including before, during and after the Event). Tents and merchandise trucks may be
utilized by the User in agreed upon areas as additional Spaces in which Event Merchandise may be sold.

6

 

17. STADIUM ADVERTISING MARKS.

The cost of promoting and advertising the Event shall be borne by User. Operator shall reasonably
assist User with the promotion of the Event but Operator shall have no responsibilities to advertise such Event. User shall
cause all advertising and promotion of the Event to be truthful and accurate. User may use the names, logos or trademarks of
the Stadium, including, without limitation, the names ?Camping World Stadium? and ?Orlando Citrus Bowl? in and/or
upon any broadcast of the Event in all media, including, but not limited to, television, radio, webcasting and Internet; In
and/or upon all recordings, reproductions or duplications of the Event, including but not limited to DVDs and and (111)
in and/or upon all merchandise and products directly related to the Event, including but not limited to, programs, clothing, T-
shirts, sweatshirts, hats, visors, novelties and other merchandise. No depiction of the Stadium, or references to it, shall be
disparaging.

Subject to the terms and conditions of this Agreement, including, but not limited to, the terms and
conditions of this Section 17, User and Operator shall reasonably agree on all sponsorship, advertising and/or promotional
activities at the Stadium related to the Event for the purposes of avoiding any con?icts between their respective contractual
obligations. Attached hereto as Exhibit is a list of Operator?s current sponsors. No Operator sponsor activations or visibility
(including name display) shall be observable at the Stadium during the Event; provided, however, Operator shall be allowed
to keep all permanent signage up and unobstructed, other than what may be partially or fully covered by production elements.
Prior to entering into any new agreements that may affect the Event, Operator shall check with User and exclude the Event
from any applicable provisions in such new agreement, if reasonably requested by User. Operator shall provide, at no cost to
User, all ribbon boards, jumbotrons and any other electric or electronic medium in the Stadium which is able to be seen from
any seat (collectively, the ?Stadium Video System?), and the personnel to operate the Stadium Video System to User
commencing thirty (30) minutes before and during the entirety of the Event. During this period all content shown on the
Stadium Video System shall be determined by User in its discretion, but such content shall be consistent with any established,
reasonable written regulations of Operator g. no adult content) provided by Operator to User a reasonable period in advance
of the Event. All Operator requirements relative to the display of sponsors shall be limited to the permanent Stadium signage
within the Concourse, the large south end zone scoreboard/videoboard, and on the northeast and northwest end zone
scoreboards/videoboards. All LED ribbon boards with Operator requirements relative to the display of sponsors shall
conclude not later than 30 minutes prior to the scheduled start of the Event. User agrees to allocate time in the thirty (30)
minutes prior to the Event on such media for fan safety information Stadium fan conduct and emergency evacuation
videos). Operator shall provide reasonable access to the Stadium Video System and personnel to operate same for rehearsals
at mutually arranged time(s) during the week prior to the Event.

User shall be permitted to sell sponsorships, advertising and/ or other promotional opportunities to third
parties for the Event and, in connection therewith, User shall have the opportunity to sell temporary signage for the Event
subject to Operator's exclusive advertising relationships referred to above. User shall submit all temporary advertising to
Operator for its prior review and consideration prior to the Event for Operator?s approval, not to be unreasonably withheld,
conditioned or delayed. User shall have the right to retain one hundred percent (100%) of the gross revenue of all Event
Sponsorships sales consummated by Us er. User acknowledges and agrees that Operator shall have no obligation to share with
User any of the revenues related to its contracted deliverables to its Sponsors.

18. INTELLECTUAL PROPEBTY. User assumes all responsibility for and shall indemnify and hold
harmless Operator and the Other Bene?ciaries against any trademark, trade name, copyright, patent or similar infringements
that occur by or in connection with the use of any trademark, trade name, copyright, patent or other protected material of any
kind (other than those names used by User in accordance with the rights therefor granted by Operator under Section 17(a)
hereof) in connection with the use of the Premises by User or the other User Parties, the Event or the promotion or
advertisement of the Event. User shall obtain, at its sole expense, all licenses, permits and union and trade organization
clearances required for the use of the Premises and/or for the exhibition, playing, showing or presentation of any visual or
sound compositions or productions, including any licenses required from ASCAP, BMI, SESAC or other applicable entity.
User agrees to pay all royalties, license fees and other charges accruing by reason of any music, live or recorded, or other
entertainment of any kind played, staged or produced by or on behalf of User, its agents, employees, licensees, performers or
contractors, on the Premises. Operator acknowledges that WWE is the sole and exclusive owner, in perpetuity, of any and all
of its copyrights, trademarks, patents and other intellectual property rights relating to the Event including the WrestleMania
Programming. Operator acknowledges that such intellectual preperty rights constitute a ?work made for hire? under the
copyright laws of the United States and WE shall own all right, title and interest in or to the work product thereof, including,

7

without limitation, any copyright, trademark and/or patent resulting therefrom, any electronic or promotion right and the right
to make, authorize or permit any use of such work product.

19. FORCE MAJEURE. User shall conduct the Event during the Event Period. If Operator and User shall
be prevented from the performance required hereunder by reason of an Event of Force Majeure (hereinafter de?ned), Operator
and User shall be excused ?'om performing their respective obligations hereunder, and shall not be liable to each other for any
damages, loss or liability caused thereby. The term "Event of Force Majeure" shall mean any and all acts of God, riots,
terrorism, war or other civil disturbance, hurricanes, ?oods, ?re or other natural casualty, failure of power or accidents to
equipment or machinery, threats of bombs or similar interruptions, or any other causes of similar nature, in each case to the
extent they are not the fault of Operator or User, and they preclude the conduct of the Event.

20. DEFAULT BY USER. User shall be in default under this Agreement upon the occurrence of any of the
following events ("Default"): the failure, refusal or inability of User to conduct the Event during the Event Period for any
reason other than a Force Maj cure or material breach hereof by Operator; User shall fail to perform or observe any material
term, covenant, condition or agreement to be performed or observed by User hereunder; or (0) User shall become insolvent
or bankrupt or a bankruptcy or other insolvency proceeding shall be initiated against User. If a Default occurs, Operator may:
apply all amounts held by Operator hereunder to any amounts due from User or to any damages sustained by Operator as
a result of the Default; and/or (ii) recover all damages and losses provided by law or equity. The remedies provided in subparts
and (ii) shall not be applicable if the Default is attributable to the negligence or willful misconduct of Operator. Each
remedy provided by this Section shall be cumulative to any other remedies available to Operator at law or in equity, and shall
not limit any remedy of Operator at law.

 

21. DEFAULT BY OPERATOR. Operator shall be in default if Operator fails to perform or observe any
material term, covenant or agreement to be performed or observed by Operator hereunder (an "Operator Default"). If such
Operator Default does not arise solely from the negligence or willful misconduct of User and does not arise because of an
Event of Force Majeure, then User shall be entitled to avail itself of any remedies allowed by law or equity, including, but not
limited to the right to seek speci?c performance. Prior to bringing any action User shall give Operator written notice
specifying the default with particularity and, so long as it does not interfere with the operation of the Event, Operator shall
have a reasonable time to cure such default.

22. ASSIGNMENT. User shall not assign this Agreement or any rights herein either directly or indirectly,
voluntarily, or by operation of law or otherwise, or sublicense any part of the Premises (other than to an af?liate of the User,
it being agreed that the Event is a WWE production, and WWE is the parent company of User) without the prior written
approval of Operator. It is understood and agreed that WWE uses contractors to perform certain services for it at and around
the Stadium, and no such services shall be deemed to violate this non-assignment provision. Any purported assignment or
sublicensing in contravention of this Section shall be deemed void ab initio.

23. LEGAL PROCEEDINGS: The prevailing party in any action arising under this Agreement shall be
entitled to recover its reasonable attorneys? fees and expenses, including through all appeals. This Agreement shall be
governed by, and construed and enforced in accordance with the laws of the State of Florida without regard to its con?icts of
law provisions. All legal proceedings arising under this Agreement shall be conducted in the courts situated in Florida, county
of Orange, which courts shall have exclusive venue and jurisdiction.

24. NOTICES. Any notice required hereunder shall be in writing and given by hand-delivery by messenger
or courier service (including overnight mail service), or certi?ed mail (postage prepaid), return receipt requested, addressed
as follows: If to User, to General Counsel, 1241 Main Street, Stamford, CT 06902 and to John Saboor, 121 South Orange
Avenue, Suite 1500, Orlando, FL 32801; and if to Operator, to it at City of Orlando, 400 West Church Street, Suite 200,
Orlando, FL 32801; Attn: Allen Johnson, Executive Director, with a copy to General Counsel, at the same address. Notice
shall be deemed delivered on the date of delivery.

25. MISCELLANEOUS. No agent, employee or contractor of User shall be deemed an employee or agent
of Operator. The relationship between the parties created by this Agreement is that of independent contractors and there is
no agency, partnership or joint venture relationship existing between the parties or arising out of this Agreement. If any
provision of this Agreement is held invalid or illegal, such provision shall be null and void, and the remainder of this
Agreement shall not be affected by such invalidity or illegality. (0) Waiver of one or more terms or conditions of this

8

Agreement by either party shall not be deemed a modi?cation or waiver of any other provisions of this Agreement. The
failure or delay of either party at any time to require performance by the other party of any provision of this Agreement shall
not affect the right of such party to require performance of that or any other provision hereunder. This Agreement may
only be altered or amended by an instrument in writing properly executed by both parties. This Agreement embodies the
entire agreement of the parties hereto and no representation, inducements or agreements, oral or otherwise, between the parties
not contained and embodied herein shall be of any force and effect. The parties acknowledge that each of them has
reviewed this Agreement and has had the opportunity to have it reviewed by their respective attorneys and that any rule of
construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of
this Agreement. All rights not expressly granted to User are reserved to Operator.

26. CONFIDENTIALITY. Except as required by Florida law, Operator and its personnel shall not, at any
time while working with WWE, or after termination of its relationship with WWE, disclose to any third party, or use for the
bene?t or pro?t of Operator or any third party, or to the detriment of any of the WWE Parties, as de?ned below, any sensitive,
private, personal or otherwise con?dential information, idea, proposal, secret, or any proprietary information, obtained during
its relationship with WWE and/or regarding WWE and/or its employees, agents, of?cers, directors, stockholders, independent
contractors (including talent), subsidiaries, af?liates, divisions, representatives or assigns (collectively, the Parties?).
Included in the foregoing, by way of illustration only and not limitation, are such items as reports, business plans, photographs
and audio/visual renderings of the Event?s set prior to the Event, sales information, cost or pricing information, lists of
suppliers or customers, talent lists, story lines, scripts, story boards or ideas, information regarding any contractual
relationships maintained by the WWE Parties and/or the terms thereof; any and all information regarding Talent engaged by
the WWE Parties; and any and all other information of a proprietary, con?dential, personal or private nature. Operator shall
use commercially reasonable efforts to cause all its service providers, other vendors and any other third party with access to
the Stadium through Operator to observe this con?dentiality provision.

27. Operator hereby agrees that the Stadium shall not be used by any other professional
wrestling organization event, nor tickets to the Stadium sold for any such professional wrestling event, for a period
commencing with the execution of this Agreement and extending for sixty (60) days following the Event.

 

28. FINAL DECISIONS. Any matter not provided for herein, shall be decided and agreed upon by both
parties.

29. TAXES. User shall be responsible for ?ling of Federal, State and local tax returns and payment of all taxes
due. Operator shall collect and/or withhold sales tax for ticket sales, or other taxable items, and remit the same directly to the
Florida Department of Revenue.

- 30. DISCRIMINATION. No person, group or association shall be excluded from use of the facility because
of race, color, creed, disability, sex or national origin.

31. PROHIBITED ITEMS.

 

User

I 

allow patrons with weapons to be permitted to enter its event(s).

 

 

 

EXHIBIT 

DIAGRAM OF POSITION

10

EXHIBIT 

EXISTING CAMPING WORLD STADIUM SPONSORSHIPS

Florida Hospital

Bright House Networks
PepsiCo I Aqua?na Gatorade
Massey Services

SunPass

Camping World